UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q


þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2020

 

OR

 

 

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from ________________ to ________________ 


Commission file number 000-55497


Duos Technologies Group, Inc.

(Exact name of registrant as specified in its charter)


Florida

65-0493217

(State or other jurisdiction of

incorporation or organization)

(IRS Employer Identification No.)

 

 

6622 Southpoint Drive South, Suite 310,

Jacksonville, Florida, 32216

 

(Address of principal executive offices)

 


(904) 652-1616

(Registrant’s telephone number, including area code)


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

 

DUOT

 

The Nasdaq Capital Market


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ  No ¨

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ  No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer   ¨

Accelerated filer   ¨

Non-accelerated filer     þ

Smaller reporting company  þ

 

Emerging growth company  ¨


If an emerging growth company, indicate by checkmark 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. ¨


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨  No þ


As of November 9, 2020, Duos Technologies Group, Inc. had outstanding 3,534,015 shares of common stock, par value $0.001 per share.

 

 

 




TABLE OF CONTENTS


 

PART I – FINANCIAL INFORMATION

 

 

 

 

Item 1.

Financial Statements

1

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

28

 

 

 

Item 3.

Qualitative and Quantitative Disclosures about Market Risk

37

 

 

 

Item 4.

Controls and Procedures

38

 

 

 

 

PART II – OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

39

 

 

 

Item 1A.

Risk Factors

39

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

39

 

 

 

Item 3.

Defaults Upon Senior Securities

39

 

 

 

Item 4.

Mine Safety Disclosures

39

 

 

 

Item 5.

Other Information

39

 

 

 

Item 6.

Exhibits

40

 

SIGNATURES

41

 

 




PART I FINANCIAL INFORMATION


Item 1. Financial Statements.


DUOS TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


 

 

September 30,

 

 

December 31,

 

 

 

2020

 

 

2019

 

 

 

(Unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

 

 

Cash

 

$

4,116,582

 

 

$

56,249

 

Accounts receivable, net

 

 

1,339,786

 

 

 

2,611,608

 

Contract assets

 

 

184,235

 

 

 

1,375,920

 

Prepaid expenses and other current assets

 

 

618,492

 

 

 

716,598

 

 

 

 

 

 

 

 

 

 

Total Current Assets

 

 

6,259,095

 

 

 

4,760,375

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

336,486

 

 

 

260,181

 

Operating lease right of use asset

 

 

257,367

 

 

 

430,146

 

 

 

 

 

 

 

 

 

 

OTHER ASSETS:

 

 

 

 

 

 

 

 

Software Development Costs, net

 

 

5,000

 

 

 

20,000

 

Patents and trademarks, net

 

 

65,757

 

 

 

61,598

 

Total Other Assets

 

 

70,757

 

 

 

81,598

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

6,923,705

 

 

$

5,532,300

 


 (Continued)


See accompanying condensed notes to the unaudited consolidated financial statements.




1



DUOS TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (CONTINUED)


 

 

September 30,

 

 

December 31,

 

 

 

2020

 

 

2019

 

 

 

(Unaudited)

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

 

 

Accounts payable

 

$

702,611

 

 

$

2,641,437

 

Accounts payable - related parties

 

 

7,950

 

 

 

12,791

 

Notes payable - financing agreements

 

 

70,991

 

 

 

42,299

 

Notes payable - related parties, net of discounts

 

 

 

 

 

905,373

 

Line of credit

 

 

 

 

 

27,615

 

Payroll taxes payable

 

 

3,146

 

 

 

115,111

 

Accrued expenses

 

 

989,397

 

 

 

393,272

 

Current portion - financing lease agreements

 

 

87,091

 

 

 

45,072

 

Current portion-operating lease obligations

 

 

247,182

 

 

 

239,688

 

Current portion-SBA loan

 

 

863,845

 

 

 

 

Contract liabilities

 

 

332,751

 

 

 

8,661

 

Deferred revenue

 

 

707,244

 

 

 

936,428

 

 

 

 

 

 

 

 

 

 

Total Current Liabilities

 

 

4,012,208

 

 

 

5,367,747

 

 

 

 

 

 

 

 

 

 

Finance lease payable

 

 

126,597

 

 

 

89,026

 

Operating lease obligations

 

 

18,958

 

 

 

202,797

 

SBA loan

 

 

546,425

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

4,704,188

 

 

 

5,659,570

 

 

 

 

 

 

 

 

 

 

Commitments and Contingencies (Note 6)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY (DEFICIT):

 

 

 

 

 

 

 

 

Preferred stock:  $0.001 par value, 10,000,000 authorized, 9,485,000 shares available to be designated

 

 

 

 

 

 

 

 

Series A redeemable convertible cumulative preferred stock, $10 stated value per share, 500,000 shares designated; 0 issued and outstanding at September 30, 2020 and December 31, 2019, convertible into common stock at $6.30 per share

 

 

 

 

 

 

Series B convertible cumulative preferred stock, $1,000 stated value per share, 15,000 shares designated; 1,705 and 1,705 issued and outstanding at September 30, 2020 and December 31, 2019, convertible into common stock at $7 per share

 

 

1,705,000

 

 

 

1,705,000

 

Common stock:  $0.001 par value; 500,000,000 shares authorized, 3,535,339 and 1,982,039 shares issued, 3,534,015 and 1,980,715 shares outstanding at September 30, 2020 and December 31, 2019, respectively

 

 

3,536

 

 

 

1,982

 

Additional paid-in capital

 

 

39,730,665

 

 

 

31,063,915

 

Total stock & paid-in-capital

 

 

41,439,201

 

 

 

32,770,897

 

Accumulated deficit

 

 

(39,062,232

)

 

 

(32,740,715

)

Sub-total

 

 

2,376,969

 

 

 

30,182

 

Less:  Treasury stock (1,324 shares of common stock at September 30, 2020 and December 31, 2019)

 

 

(157,452

)

 

 

(157,452

)

Total Stockholders' Equity (Deficit)

 

 

2,219,517

 

 

 

(127,270

)

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders' Equity (Deficit)

 

$

6,923,705

 

 

$

5,532,300

 


See accompanying condensed notes to the unaudited consolidated financial statements.




2



DUOS TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


 

 

For the Three Months Ended

 

 

For the Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

REVENUES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Technology systems

 

$

672,951

 

 

$

1,921,306

 

 

$

2,606,034

 

 

$

6,954,062

 

Technical support

 

 

502,502

 

 

 

229,008

 

 

 

1,229,813

 

 

 

701,552

 

Consulting services

 

 

50,216

 

 

 

48,087

 

 

 

184,685

 

 

 

240,673

 

AI technologies

 

 

56,280

 

 

 

 

 

 

234,504

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Revenues

 

 

1,281,949

 

 

 

2,198,401

 

 

 

4,255,036

 

 

 

7,896,287

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COST OF REVENUES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Technology systems

 

 

601,814

 

 

 

984,805

 

 

 

2,080,872

 

 

 

4,045,448

 

Technical support

 

 

333,721

 

 

 

158,785

 

 

 

802,751

 

 

 

420,451

 

Consulting services

 

 

12,301

 

 

 

29,352

 

 

 

84,561

 

 

 

99,686

 

AI technologies

 

 

39,182

 

 

 

 

 

 

149,681

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Cost of Revenues

 

 

987,018

 

 

 

1,172,942

 

 

 

3,117,865

 

 

 

4,565,585

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GROSS PROFIT

 

 

294,931

 

 

 

1,025,459

 

 

 

1,137,171

 

 

 

3,330,702

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales & marketing

 

 

173,197

 

 

 

214,979

 

 

 

435,522

 

 

 

735,599

 

Engineering

 

 

280,897

 

 

 

339,282

 

 

 

946,303

 

 

 

963,831

 

Research and development

 

 

215,831

 

 

 

273,555

 

 

 

771,789

 

 

 

1,144,715

 

Administration

 

 

1,991,408

 

 

 

852,584

 

 

 

4,030,906

 

 

 

2,660,227

 

AI technologies

 

 

340,441

 

 

 

476,960

 

 

 

1,174,465

 

 

 

860,947

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Operating Expenses

 

 

3,001,774

 

 

 

2,157,360

 

 

 

7,358,985

 

 

 

6,365,319

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOSS FROM OPERATIONS

 

 

(2,706,843

)

 

 

(1,131,901

)

 

 

(6,221,814

)

 

 

(3,034,617

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSES):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Expense

 

 

(6,260

)

 

 

(12,783

)

 

 

(133,435

)

 

 

(19,095

)

Other income, net

 

 

4,524

 

 

 

615

 

 

 

33,732

 

 

 

4,021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Other Income (Expense)

 

 

(1,736

)

 

 

(12,168

)

 

 

(99,703

)

 

 

(15,074

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

$

(2,708,579

)

 

$

(1,144,069

)

 

$

(6,321,517

)

 

$

(3,049,691

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic & Diluted Net Loss Per Share

 

$

(0.77

)

 

$

(0.63

)

 

$

(1.95

)

 

$

(1.78

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Shares-Basic & Diluted

 

 

3,528,128

 

 

 

1,817,289

 

 

 

3,247,954

 

 

 

1,715,480

 



See accompanying condensed notes to the unaudited consolidated financial statements.




3



DUOS TECHNOLOGIES GROUP, INC. SUBSIDIARIES

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

For the Three Months and Nine Months ended September 30, 2020 and 2019

(Unaudited)


 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

 

 

 

 

 

Preferred Stock

 

 

Common Stock

 

 

Paid-in-

 

 

Accumulated

 

 

Treasury

 

 

 

 

 

 

# of Shares

 

 

Amount

 

 

# of Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Stock

 

 

Total

 

 

  

                         

  

  

                         

  

  

                         

  

  

                         

  

  

                         

  

  

                         

  

  

                         

  

  

                         

  

Balance December 31, 2019

 

 

1,705

 

 

$

1,705,000

 

 

 

1,982,039

 

 

$

1,982

 

 

$

31,063,915

 

 

$

(32,740,715

)

 

$

(157,452

)

 

$

(127,270

)

Common stock issued

 

 

 

 

 

 

 

 

1,542,188

 

 

 

1,542

 

 

 

9,251,586

 

 

 

 

 

 

 

 

 

9,253,128

 

Stock options granted to employees

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8,100

 

 

 

 

 

 

 

 

 

8,100

 

Stock issuance cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,001,885

)

 

 

 

 

 

 

 

 

(1,001,885

)

Common stock issued for services

 

 

 

 

 

 

 

 

1,611

 

 

 

2

 

 

 

7,498

 

 

 

 

 

 

 

 

 

7,500

 

Net loss for the three months ended March 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,147,049

)

 

 

 

 

 

(2,147,049

)

Balance March 31, 2020

 

 

1,705

 

 

 

1,705,000

 

 

 

3,525,838

 

 

 

3,526

 

 

 

39,329,214

 

 

 

(34,887,764

)

 

 

(157,452

)

 

 

5,992,524

 

Modification of employee stock options

 

 

 

 

 

 

 

 

 

 

 

 

 

 

102,800

 

 

 

 

 

 

 

 

 

102,800

 

Stock options granted to employees

 

 

 

 

 

 

 

 

 

 

 

 

 

 

88,170

 

 

 

 

 

 

 

 

 

88,170

 

Common stock issued for services

 

 

 

 

 

 

 

 

1,632

 

 

 

2

 

 

 

7,498

 

 

 

 

 

 

 

 

 

7,500

 

Net loss for the three months ended June 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,465,889

)

 

 

 

 

 

(1,465,889

)

Balance June 30, 2020

 

 

1,705

 

 

 

1,705,000

 

 

 

3,527,470

 

 

 

3,528

 

 

 

39,527,682

 

 

 

(36,353,653

)

 

 

(157,452

)

 

 

4,725,105

 

Stock options granted to employees

 

 

 

 

 

 

 

 

 

 

 

 

 

 

165,491

 

 

 

 

 

 

 

 

 

165,491

 

Common stock issued for services

 

 

 

 

 

 

 

 

7,869

 

 

 

8

 

 

 

37,492

 

 

 

 

 

 

 

 

 

37,500

 

Net loss for the three months ended September 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,708,579

)

 

 

 

 

 

(2,708,579

)

Balance September 30, 2020

 

 

1,705

 

 

$

1,705,000

 

 

 

3,535,339

 

 

$

3,536

 

 

$

39,730,665

 

 

$

(39,062,232

)

 

$

(157,452

)

 

$

2,219,517

 



(Continued)


See accompanying condensed notes to the unaudited consolidated financial statements.





4



DUOS TECHNOLOGIES GROUP, INC. SUBSIDIARIES

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)

For the Three Months and Nine Months ended September 30, 2020 and 2019

(Unaudited)


 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

 

 

 

 

 

Preferred Stock

 

 

Common Stock

 

 

Paid-in-

 

 

Accumulated

 

 

Treasury

 

 

 

 

 

 

# of Shares

 

 

Amount

 

 

# of Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Stock

 

 

Total

 

 

  

                         

  

  

                         

  

  

                         

  

  

                         

  

  

                         

  

  

                         

  

  

                         

  

  

                         

  

Balance December 31, 2018

 

 

2,830

 

 

$

2,830,000

 

 

 

1,505,883

 

 

$

1,505

 

 

$

27,416,802

 

 

$

(30,269,833

)

 

$

(149,459

)

 

$

(170,985

)

Commons stock issued for warrants exercised

 

 

 

 

 

 

 

 

214,286

 

 

 

214

 

 

 

1,649,786

 

 

 

 

 

 

 

 

 

1,650,000

 

Stock options granted to employees

 

 

 

 

 

 

 

 

 

 

 

 

 

 

21,892

 

 

 

 

 

 

 

 

 

21,892

 

Net Income for the three months ended March 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

44,169

 

 

 

 

 

 

44,169

 

Balance March 31, 2019

 

 

2,830

 

 

 

2,830,000

 

 

 

1,720,169

 

 

 

1,719

 

 

 

29,088,480

 

 

 

(30,225,664

)

 

 

(149,459

)

 

 

1,545,076

 

Commons stock issued for warrants exercised

 

 

 

 

 

 

 

 

76,634

 

 

 

77

 

 

 

513,943

 

 

 

 

 

 

 

 

 

514,020

 

Stock repurchase

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,151

)

 

 

(1,151

)

Stock options granted to employees

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,241

 

 

 

 

 

 

 

 

 

6,241

 

Stock issuance cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(10,000

)

 

 

 

 

 

 

 

 

(10,000

)

Net loss for the three months ended June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,949,791

)

 

 

 

 

 

(1,949,791

)

Balance June 30, 2019

 

 

2,830

 

 

 

2,830,000

 

 

 

1,796,803

 

 

 

1,796

 

 

 

29,598,664

 

 

 

(32,175,455

)

 

 

(150,610

)

 

 

104,395

 

Commons stock issued for warrants exercised

 

 

 

 

 

 

 

 

19,642

 

 

 

20

 

 

 

151,230

 

 

 

 

 

 

 

 

 

151,250

 

Series B preferred converted to common stock

 

 

(750

)

 

 

(750,000

)

 

 

107,143

 

 

 

107

 

 

 

749,893

 

 

 

 

 

 

 

 

 

 

Stock options granted to employees

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,884

 

 

 

 

 

 

 

 

 

6,884

 

Common stock issued for services

 

 

 

 

 

 

 

 

2,483

 

 

 

2

 

 

 

19,164

 

 

 

 

 

 

 

 

 

19,166

 

Debt discount from warrants issued with promissory note

 

 

 

 

 

 

 

 

 

 

 

 

 

 

146,779

 

 

 

 

 

 

 

 

 

146,779

 

Stock Repurchase

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6,842

)

 

 

(6,842

)

Net loss for the three months ended September 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,144,069

)

 

 

 

 

 

(1,144,069

)

Balance September 30, 2019

 

 

2,080

 

 

$

2,080,000

 

 

 

1,926,071

 

 

$

1,925

 

 

$

30,672,614

 

 

$

(33,319,524

)

 

$

(157,452

)

 

$

(722,437

)



See accompanying condensed notes to the unaudited consolidated financial statements.






5



DUOS TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


 

 

For the Nine Months Ended

 

 

 

September 30,

 

 

 

2020

 

 

2019

 

Cash from operating activities:

 

 

 

 

 

 

 

 

Net loss

 

$

(6,321,517

)

 

$

(3,049,691

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

159,121

 

 

 

136,108

 

Stock based compensation

 

 

261,761

 

 

 

35,017

 

Modification of employee stock options

 

 

102,800

 

 

 

 

Interest expense related to debt discounts

 

 

94,627

 

 

 

9,401

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

1,271,822

 

 

 

124,810

 

Contract assets

 

 

1,191,685

 

 

 

379,136

 

Prepaid expenses and other current assets

 

 

331,456

 

 

 

(562,263

)

Operating lease right of use asset

 

 

172,778

 

 

 

(509,958

)

Accounts payable

 

 

(1,938,824

)

 

 

461,701

 

Related payable-related party

 

 

(4,841

)

 

 

(682

)

Payroll taxes payable

 

 

(111,965

)

 

 

(195,120

)

Accrued expenses

 

 

648,625

 

 

 

27,804

 

Operating lease obligation

 

 

(176,345

)

 

 

534,415

 

Contract liabilities

 

 

324,090

 

 

 

(1,141,088

)

Deferred revenue

 

 

(229,184

)

 

 

126,534

 

Net cash used in operating activities

 

 

(4,223,911

)

 

 

(3,623,876

)

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Purchase of patents/trademarks

 

 

(8,185

)

 

 

(11,595

)

Purchase of fixed assets

 

 

(216,401

)

 

 

(133,039

)

Net cash used in investing activities

 

 

(224,586

)

 

 

(144,634

)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Repurchase of common stock

 

 

 

 

 

(7,993

)

Repayments of line of credit

 

 

(27,615

)

 

 

(2,689

)

Repayments of related party notes

 

 

 

 

 

(80,000

)

Issuance cost

 

 

(1,001,885

)

 

 

(10,000

)

Repayments of notes payable

 

 

(1,000,000

)

 

 

 

Repayments of insurance and equipment financing

 

 

(204,659

)

 

 

(207,187

)

Repayment of finance lease

 

 

(42,046

)

 

 

(10,851

)

Proceeds from SBA loan

 

 

1,410,270

 

 

 

 

Proceeds from notes payable-related parties

 

 

 

 

 

1,080,000

 

Proceeds from notes payable

 

 

 

 

 

250,000

 

Proceeds from equipment leasing

 

 

121,637

 

 

 

 

Proceeds from common stock issued

 

 

9,253,128

 

 

 

 

Proceeds from warrants exercised

 

 

 

 

 

2,315,268

 

Net cash provided by financing activities

 

 

8,508,830

 

 

 

3,326,548

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

 

4,060,333

 

 

 

(441,962

)

Cash, beginning of period

 

 

56,249

 

 

 

1,209,301

 

Cash, end of period

 

$

4,116,582

 

 

$

767,339

 


(Continued)


See accompanying condensed notes to the unaudited consolidated financial statements.




6



DUOS TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(Unaudited)


 

 

For the Nine Months Ended

 

 

 

September 30,

 

 

 

2020

 

 

2019

 

Supplemental Disclosure of Cash Flow Information:

 

 

 

 

 

 

 

 

Interest paid

 

$

32,768

 

 

$

5,728

 

 

 

 

 

 

 

 

 

 

Supplemental Non-Cash Investing and Financing Activities:

 

 

 

 

 

 

 

 

Common stock issued for accrued BOD fees

 

$

52,500

 

 

$

19,166

 

Lease right of use asset and liability

 

$

644,245

 

 

$

 

Note issued for financing of insurance premiums

 

$

233,350

 

 

$

217,804

 

Debt discount on Notes issued

 

$

 

 

$

12,500

 

Note issued for equipment financing lease

 

$

 

 

$

102,928

 


See accompanying condensed notes to the unaudited consolidated financial statements.






7



 


DUOS TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2020

(Unaudited)


NOTE 1 – NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Nature of Operations


Duos Technologies Group, Inc. (the “duostech Group”), through its operating subsidiaries, Duos Technologies, Inc. (“duostech”) and TrueVue360, Inc (“TrueVue360”, duostech Group and duostech, collectively the “Company”) develops and deploys cutting-edge technologies that will help to transform precision railroading, logistics and inter-modal transportation operations.  Additionally, these unique patented solutions can be employed into many other industries.    


The Company has developed the Railcar Inspection Portal (RIP) that provides both freight and transit railroad customers and select government agencies the ability to conduct fully remote railcar inspections of trains while they are in transit.  The system, which incorporates a variety of sophisticated optical technologies, illumination and other sensors, scans each passing railcar to create an extremely high-resolution image set from a variety of angles including the undercarriage.  These images are then processed through various methods of artificial intelligence algorithms to identify specific defects and/or areas of interest on each railcar.  This is all accomplished within seconds of a railcar passing through our portal.  This solution has the potential to transform the railroad industry immediately increasing safety, improving efficiency and reducing costs.  The Company has successfully deployed this system with several Class 1 railroad customers and anticipates an increased demand in the future.   Government agencies can conduct digital inspections combined with the incorporated AI to improve rail traffic flow across borders which also directly benefits the Class 1 railroads through increasing their velocity.


The Company has also developed the Automated Logistics Information System (ALIS) which automates and reduces/removes personnel from gatehouses where trucks enter and exit large logistics and intermodal facilities.  This solution also incorporates sensors and data points as necessary for each operation and directly interconnects with backend logistics databases and processes to streamline operations, significantly improve operations, security and importantly dramatically improves the vehicle throughput on each lane the technology is deployed.

  

The Company has built a portfolio of IP and patented solutions that creates “actionable intelligence” using two (2) core native platforms called centraco® and praesidium®.   All solutions provided include a variant of both applications.  Centraco is designed primarily as the user interface to all our systems as well as the backend connection to 3rd party applications and databases through both Application Programming Interfaces (APIs) and Software Development Kits (SDKs).  This interface is browser based and hosted within each one of our systems and solutions.  It is typically also customized for each unique customer and application.  Praesidium typically resides as middleware in our systems and manages the various image capture devices and some sensors for input into the Centraco software.

  

The Company also developed a proprietary Artificial Intelligence (AI) software platform, truevue360™ with the objective of focusing the Company’s advanced intelligent technologies in the areas of AI, deep machine learning and advanced multi-layered algorithms to further support our solutions.

 

The Company also provides professional and consulting services for large data centers and has been developing a system for the automation of asset information marketed as dcVue™.  The Company is now deploying its dcVue software. This software is used by Duos’ consulting auditing teams. dcVue is based upon the Company’s OSPI patent which was awarded in 2010. The Company offers dcVue available for license to our customers as a licensed software product.


The Company’s strategy is to deliver operational and technical excellence to our customers; expand our RIP and ALIS solutions into current and new customers focused in the Rail, Logistics and U.S. Government Sectors; offer both CAPEX and OPEX pricing models to customers that increases recurring revenue, backlog and improves profitability; responsibly grow the business both organically and through selective acquisitions; and finally promote a performance-based work force where employees enjoy their work and incentivized to excel and remain with the Company.






8



DUOS TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2020

(Unaudited)

 


Basis of Presentation

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (all of which are of a normal recurring nature) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2020 are not indicative of the results that may be expected for the year ending December 31, 2020 or for any other future period. These unaudited consolidated financial statements and the unaudited condensed notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2020.


Reverse Stock-Split


All share and per share amounts have been presented to give retroactive effect to a 1 for 14 reverse stock-split that occurred in January 2020.


Reclassifications


The Company reclassified certain operating expenses for the three and nine months ended September 30, 2019 to conform to 2020 classification.  There was no net effect on the total operating expenses of such reclassification.


The following table reflects the reclassification adjustment effect in the three and nine months ended September 30, 2019:


 

 

Before Reclassification

 

 

 

 

After Reclassification

 

 

 

For the Three Months Ended

 

 

 

 

For the Three Months Ended

 

 

 

September 30,

 

 

 

 

September 30,

 

 

 

2019

 

 

 

 

2019

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

Selling and marketing expenses

 

$

98,311

 

 

Sales and marketing

 

$

214,979

 

Salaries, wages and contract labor

 

 

1,438,608

 

 

Engineering

 

 

339,282

 

Research and development

 

 

97,273

 

 

Research and development

 

 

273,555

 

Professional fees

 

 

43,903

 

 

AI technologies

 

 

476,960

 

General and administrative expenses

 

 

479,265

 

 

Administration

 

 

852,584

 

 

 

 

 

 

 

 

 

 

 

 

Total Operating Expenses

 

$

2,157,360

 

 

 

 

$

2,157,360

 


 

 

Before Reclassification

 

 

 

 

After Reclassification

 

 

 

For the Nine Months Ended

 

 

 

 

For the Nine Months Ended

 

 

 

September 30,

 

 

 

 

September 30,

 

 

 

2019

 

 

 

 

2019

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

Selling and marketing expenses

 

$

336,433

 

 

Sales and marketing

 

$

735,599

 

Salaries, wages and contract labor

 

 

4,045,689

 

 

Engineering

 

 

963,831

 

Research and development

 

 

328,403

 

 

Research and development

 

 

1,144,715

 

Professional fees

 

 

188,876

 

 

AI technologies

 

 

860,947

 

General and administrative expenses

 

 

1,465,918

 

 

Administration

 

 

2,660,227

 

 

 

 

 

 

 

 

 

 

 

 

Total Operating Expenses

 

$

6,365,319

 

 

 

 

$

6,365,319

 




9



DUOS TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2020

(Unaudited)

 


Principles of Consolidation


The unaudited consolidated financial statements include duostech Group and its wholly owned subsidiaries, Duos Technologies, Inc. and TrueVue360, Inc. All inter-company transactions and balances are eliminated in consolidation.


Use of Estimates


The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from these estimates. The most significant estimates in the accompanying unaudited consolidated financial statements include the allowance on accounts receivable, valuation of deferred tax assets, valuation of intangible and other long-lived assets, estimates of net contract revenues and the total estimated costs to determine progress towards contract completion, valuation of derivatives, valuation of warrants issued with debt, valuation of beneficial conversion features in convertible debt, estimates of the valuation of right of use assets and corresponding lease liabilities and valuation of stock-based awards. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.


Concentrations


Cash Concentrations


Cash is maintained at financial institutions and at times, balances may exceed federally insured limits. We have not experienced any losses related to these balances. As of September 30, 2020, balance in one financial institution exceeded federally insured limits by approximately $3,660,890.


Significant Customers and Concentration of Credit Risk


The Company had certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable, as follows:


For the nine months ended September 30, 2020, three customers accounted for 42% (“Customer 1”), 20% (“Customer 2”) and 11% (“Customer 3”) of revenues. For the nine months ended September 30, 2019, two customers accounted for 66% and 14% of revenues.  In all cases, there are no minimum contract values stated. Each contract covers an agreement to deliver a rail inspection portal which, once accepted, must be paid in full with 30% or more being due and payable prior to delivery. The balances of the contracts are for service and maintenance which is paid annually in advance with revenues recorded ratably over the contract period.  Each of the customers referenced has the following termination provisions:


·

For Customer 1, termination can be made, prior to delivery of products or services, in the case where either party breach any of its obligations under the agreement with the Company. The other party may terminate the agreement effective fifteen (15) Business Days following notice from the non-defaulting party, if the non-performance has not been cured within such period, and without prejudice to damages that could be claimed by the non-defaulting party. Either party may terminate the agreement if the other party becomes unable to pay its debts in the ordinary course of business; goes into liquidation (other than for the purpose of a genuine amalgamation or restructuring); has a receiver appointed over all or part of its assets; enters into a composition or voluntary arrangement with its creditors; or any similar event occurs in any jurisdiction, all to the extent permitted by law.




10



DUOS TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2020

(Unaudited)

 


·

For Customer 2, prior to delivery of products or services, either party may terminate the agreement with the Company upon the other partys material breach of a representation, warranty, term, covenant or undertaking in the agreement if, within thirty (30) days following the delivery of a written notice to the defaulting party setting forth in reasonable detail the basis of such default, the defaulting party has not rectified such default to the reasonable satisfaction of the non-defaulting party. Failure to perform due to a force majeure condition shall not be considered a material default under the agreement. Either party may terminate the agreement upon the other party’s material breach of a representation, warranty, term, covenant or undertaking in the agreement if, within thirty (30) days following the delivery of a written notice to the defaulting party setting forth in reasonable detail the basis of such default, the defaulting party has not rectified such default to the reasonable satisfaction of the non-defaulting party. Failure to perform due to a force majeure condition shall not be considered a material default under the agreement.


·

For Customer 3, prior to delivery of products or services if the customer terminates the statement of work for convenience, no refund, of any advance payments, will be due to Customer 3. ln the event of a material breach by the Company, which breach is not cured, or cure has not begun within 30 days of written notice to the Company by Customer 3, Customer 3 may terminate this statement of work for cause. In the event of termination by Customer 3 for cause, the Company shall reimburse Customer 3 any unused prepaid fees on a pro rata basis.


At September 30, 2020, three customers accounted for 58%, 13% and 11% of accounts receivable. At December 31, 2019, two customers accounted for 68% and 10% of accounts receivable. Much of the credit risk is mitigated since all of the customers listed here are Class 1 railroads with a history of timely payments to us.


Geographic Concentration


Approximately 30% of revenue is generated from two customers outside of the United States. These customers are Canadian and Mexican, both of which are Class 1 railroads operating in the United States.


Fair Value of Financial Instruments and Fair Value Measurements


We measure our financial assets and liabilities in accordance with generally accepted accounting principles. For certain of our financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, the carrying amounts approximate fair value due to their short maturities. Amounts recorded for notes payable, net of discount, and loans payable also approximate fair value because current interest rates available to us for debt with similar terms and maturities are substantially the same.


We follow accounting guidance for financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost).


The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:


Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.


Level 2: Inputs, other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.


Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.



11



DUOS TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2020

(Unaudited)

 


Software Development Costs


Software development costs incurred prior to establishing technological feasibility are charged to operations and included in research and development costs. The technological feasibility of a software product is established when the Company has completed all planning, designing, coding, and testing activities that are necessary to establish that the product meets its design specifications, including functionality, features, and technical performance requirements. Software development costs incurred after establishing technological feasibility for software sold as a perpetual license, as defined within ASC 985-20 (Software – Costs of Software to be sold, Leased, or Marketed) are capitalized and amortized on a product-by-product basis when the product is available for general release to customers.


Earnings (Loss) Per Share


Basic earnings per share (EPS) are computed by dividing net loss applicable to common stock by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss applicable to common stock by the weighted average number of common shares outstanding for the period and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options, stock warrants, convertible debt instruments, convertible preferred stock or other common stock equivalents. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. At September 30, 2020, there was an aggregate of 1,587,553 outstanding warrants to purchase shares of common stock. At September 30, 2020, there was an aggregate of 411,898 shares of employee stock options to purchase shares of common stock. Also, at September 30, 2020, 243,571 common shares were issuable upon conversion of Series B convertible preferred stock, all of which were excluded from the computation of dilutive earnings per share because their inclusion would have been anti-dilutive.


Revenue Recognition


As of January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“ASC 606”), that affects the timing of when certain types of revenues will be recognized. The basic principles in ASC 606 include the following: a contract with a customer creates distinct unrecognized contract assets and performance obligations; satisfaction of a performance obligation creates revenue; and a performance obligation is satisfied upon transfer of control to a good or service to a customer.


Revenue is recognized for sales of systems and services over time using cost-based input methods, in which significant judgement is required to evaluate assumptions including the amount of net contract revenues and the total estimated costs to determine our progress towards contract completion and to calculate the corresponding amount of revenue to recognize.


Revenue is recognized by evaluating our revenue contracts with customers based on the five-step model under ASC 606:


1.

Identify the contract with the customer;

2.

Identify the performance obligations in the contract;

3.

Determine the transaction price;

4.

Allocate the transaction price to separate performance obligations; and

5.

Recognize revenue when (or as) each performance obligations are satisfied.


Accordingly, the Company now bases its revenue recognition on ASC 606-10-25-27, where control of a good or service transfers over time if the entity’s performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date including a profit margin or reasonable return on capital. Control is deemed to pass to the customer instantaneously as the goods are manufactured and revenue is recognized accordingly.


In addition, the Company has adopted ASC 606-10-55-21 such that if the cost incurred is not proportionate to the progress in satisfying the performance obligation, we adjust the input method to recognize revenue only to the extent of the cost incurred. Therefore, the Company will recognize revenue at an equal amount to the cost of the goods to satisfy the performance obligation. To accurately reflect revenue recognition based on the input method, the Company has adopted the implementation guidance as set out in ASC-606-10-55-187 through 192. (see Note 8)




12



DUOS TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2020

(Unaudited)

 


Segment Information


The Company operates in one reportable segment.


Stock Based Compensation


The Company accounts for employee stock-based compensation in accordance with ASC 718-10, “Share-Based Payment,” which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options, restricted stock units, and employee stock purchases based on estimated fair values.


Determining Fair Value Under ASC 718-10


The Company estimates the fair value of stock options granted using the Black-Scholes option-pricing formula. This fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. The Company’s determination of fair value using an option-pricing model is affected by the stock price as well as assumptions regarding the number of highly subjective variables.


The Company estimates volatility based upon the historical stock price of the Company and estimates the expected term for employee stock options using the simplified method for employees and directors and the contractual term for non-employees. The risk-free rate is determined based upon the prevailing rate of United States Treasury securities with similar maturities.


Recent Accounting Pronouncements


From time to time, the FASB or other standards setting bodies will issue new accounting pronouncements. Updates to the FASB ASC are communicated through issuance of an Accounting Standards Update (“ASU”).


In August 2020, the Financial Accounting Standards Board (“FASB”) issued an accounting pronouncement (ASU 2020-06) related to the measurement and disclosure requirements for convertible instruments and contracts in an entity's own equity. The pronouncement simplifies and adds disclosure requirements for the accounting and measurement of convertible instruments and the settlement assessment for contracts in an entity's own equity. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2021. We plan to adopt this pronouncement for our fiscal year beginning January 1, 2022, and we do not expect it to have a material effect on our consolidated financial statements.

  

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.


NOTE 2 – LIQUIDITY


As reflected in the accompanying unaudited consolidated financial statements, the Company had a net loss of $6,321,517 for the nine months ended September 30, 2020. During the same period, net cash used in operating activities was $4,223,911. The working capital surplus and accumulated deficit as of September 30, 2020 were $2,246,887 and $39,062,232 respectively. In previous financial reports, the Company had raised substantial doubt about continuing as a going concern. This was principally due to a lack of working capital prior to an underwritten offering which was completed during the first quarter of 2020 (the “2020 Offering”).




13



DUOS TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2020

(Unaudited)

 


Upon completion of the 2020 Offering, management raised sufficient working capital to meet its needs for the next 12-months without the need to raise further capital. Since the advent of the Covid-19 pandemic, the Company has experienced a significant slowdown in closing new projects due to cautious actions by current and potential clients.  We continue to be successful in identifying new business opportunities and are focused on re-establishing a backlog of projects. Most importantly, the Company’s success in increasing its working capital surplus after receiving proceeds from the 2020 Offering of more than $8.1 million has given us the runway required to maintain our business strategy overall.  In addition, the Company was successful in securing a loan of $1.4M during the second quarter from the Small Business Administration via the PPP/CARES Act program which further bolstered the Company’s cash reserves. Management has been and continues to take actions including, but not limited to, elimination of certain costs that did not contribute to short term revenue, re-aligning management with a focus on improving certain skill sets necessary to build growth and profitability and focusing product strategy on opportunities that are likely to bear results in the relatively short term. During the current quarter, management has taken further significant actions including reorganizing senior management and selectively improving organizational efficiency to effectively grow the business as the expected order flow resumes later in the year and in 2021.


Management believes that, at this time, we have eliminated the substantial doubt for the Company to continue as a going concern. We are executing the plan to grow our business and achieve profitability without the requirement to raise additional capital for existing operations. However, if we experience a significant increase in business in 2021 beyond current forecasts, we may require an increase in working capital next year.  The Company has already identified a source for increased investment through existing shareholders although such investment is not assured the Company is comfortable that it would be able to raise sufficient capital to support expanded operations based on this increase in business activity. In the long run, the continuation of the Company as a going concern is dependent upon the ability of the Company to continue executing the plan described above, generate sufficient revenue and to attain consistently profitable operations. Although the current global pandemic related to the Novel Coronavirus (Covid-19)  has affected our operations,  and we do believe this is  expected to be a long-term issue, the Company cannot currently quantify the uncertainty related to the recent pandemic and its effects on our customers in the coming quarters. We have analyzed our cash flow under “stress test” conditions and have determined that we have sufficient liquid assets on hand to maintain operations for at least 12 months from the date of this report.  As further support for this position, we have experienced an increase in new contracts during the quarter.


NOTE 3 – SOFTWARE DEVELOPMENT COSTS


In 2018, the Company capitalized $60,000, relating to the development of new software products. These software products were developed by a third-party and had passed the preliminary project stage prior to capitalization.  Software development costs consisted of the following at September 30, 2020 and December 31, 2019:

 

 

 

September 30,

2020

 

 

December 31, 2019

 

Software Development Costs

 

$

60,000

 

 

$

60,000

 

Less: Accumulated amortization

 

 

(55,000

)

 

 

(40,000

)

Total

 

$

5,000

 

 

$

20,000

 


Amortization expense of software development costs for the nine months ended September 30, 2020 and 2019, was $15,000 and $15,000, respectively.




14



DUOS TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2020

(Unaudited)

 


NOTE 4 – DEBT


Notes Payable - Financing Agreements



The Company’s notes payable relating to financing agreements classified as current liabilities consist of the following as of:


 

 

September 30, 2020

 

December 31, 2019

 

Notes Payable

 

Principal

 

 

 

Interest

 

Principal

 

 

 

Interest

 

Third Party - Insurance Note 1

 

$

2,129

 

 

 

7.31

%

 

$

28,500

 

 

 

7.31

%

 

Third Party - Insurance Note 2

 

 

25,970

 

 

 

5.26

%

 

 

 

 

 

6.36

%

 

Third Party - Insurance Note 3

 

 

15,437

 

 

 

%

 

 

13,799

 

 

 

 

 

Third Party - Insurance Note 4

 

 

27,455

 

 

 

 

 

 

 

 

 

6.36

%

 

Total

 

$

70,991

 

 

 

 

 

 

$

42,299

 

 

 

 

 

 


The Company entered into an agreement on December 23, 2019 with its insurance provider by issuing a $28,500 note payable (Insurance Note 1) for the purchase of an insurance policy, secured by that policy with an annual interest rate of 7.31% payable in monthly installments of principal and interest totaling $2,218 through October 23, 2020. The balance of Insurance Note 1 as of September 30, 2020 and December 31, 2019 was $2,129 and $28,500, respectively.


The Company entered into an agreement on April 15, 2019 in the amount of $51,940 with an annual interest rate of 6.36% payable (Insurance Note 2) with monthly installments of principal and interest totaling $5,326 through December 15, 2019 and the Company renewed the policy on April 15, 2020 in the amount of $51,379 with an annual interest rate of 5.26% payable in monthly installments of principal and interest totaling $5,263 through December 15, 2020. At September 30, 2020 and December 31, 2019, the balance of Insurance Note 2 was $25,970 and zero, respectively.


The Company entered into an agreement on September 15, 2019 in the amount of $13,799 with its insurance provider by issuing a note payable (Insurance Note 3) for the purchase of an insurance policy, secured by 5 installment payments.  The Company renewed the policy on September 15, 2020, secured by 12 monthly installments.  At September 30, 2020 and December 31, 2019, the balance of Insurance Note 3 was $15,437 and $13,799, respectively.


The Company entered into an agreement on February 3, 2019 in the amount of $141,058 with an annual interest rate of 6.36% payable in monthly installments of principal and interest totaling $14,520 (Insurance Note 4) through December 3, 2019. The policy renewed on February 3, 2020 in the amount of $165,375 with seven monthly installments of $13,726. At September 30, 2020 and December 31, 2019, the balance of Insurance Note 4 was $27,455 and zero, respectively.


Finance Lease


The Company entered into an agreement on August 26, 2019 with an equipment leasing provider by issuing a $147,810 equipment finance lease payable, secured by a note, with an annual interest rate of 12.72% payable in monthly installments of principal and interest totaling $4,963 through August 1, 2022.  The Company entered into an additional agreement on May 22, 2020 with same equipment leasing provider by issuing a $121,637 equipment finance lease payable, secured by a note, with an annual interest rate of 9.90% payable in monthly installments of principal and interest totaling $3,919 through June 1, 2023. At September 30, 2020 and December 31, 2019, the balance of the notes was $213,688 and $134,098 respectively.




15



DUOS TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2020

(Unaudited)

 


At September 30, 2020, future minimum lease payments due under Finance Lease is as follows:


As of December 31,

Amount

 

2020

 

$

26,647

 

2021

 

 

106,588

 

2022

 

 

86,735

 

2023

 

 

23,515

 

Total minimum financial lease payments

 

$

243,485

 

Less:  interest

 

 

(29,797

)

Total lease liability at September 30, 2020

 

$

213,688

 

Less: current portion of Finance Lease

 

 

(87,091

)

Long Term portion of Finance Lease

 

$

126,597

 


Notes Payable – Related Parties


 

 

 

 

 

 

 

 

September 30, 2020

 

 

December 31, 2019

 

Payable To

 

 

 

 

 

 

 

Principal

 

 

Interest

 

 

Principal

 

 

Interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Related party

 

 

 

 

 

 

 

 

 

$

 

 

 

3%

 

 

$

267,000

 

 

 

3%

 

Related party

 

 

 

 

 

 

 

 

 

 

 

 

 

3%

 

 

 

733,000

 

 

 

3%

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,000,000

 

 

 

 

 

Less unamortized discounts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(94,627

)

 

 

 

 

Total, net

 

 

 

 

 

 

 

 

 

$

 

 

 

 

 

 

$

905,373

 

 

 

 

 


The Company entered into an agreement with a related party on September 25, 2019 whereby the related party loaned the Company the aggregate principal amount of $267,000, pursuant to a note, repayable on June 25, 2020. The note carries an annual interest rate of 3%. In addition, the Company issued warrants permitting the related party to purchase for cash 11,920 shares of the Company’s common stock at a price of $7.70 per share. On June 22, 2020 the Company repaid this short-term note in the amount of $267,000. The balance of this note as of September 30, 2020 was zero. 


The Company entered into an agreement with a related party on September 25, 2019 whereby the related party loaned the Company the principal aggregate in the amount of $733,000, pursuant to a note, repayable on June 25, 2020. The note carries an annual interest rate of 3% per annum. In addition, the Company issued warrants permitting the related party to purchase for cash 32,724 shares of the Company’s common stock at a price of $7.70 per share. On June 22, 2020 the Company repaid this short-term note in the amount of $733,000.  The balance of this note as of September 30, 2020 was zero.


The Company determined the relative fair value between the notes and the warrants on the issue date utilizing the Bi-nominal Lattice Pricing Model for the warrants. As a result, the Company allocated $146,779 to the warrants and was recorded as a debt discount with an offset to additional paid in capital in the accompanying unaudited consolidated financial statements. The fair value pricing model used the following assumptions: stock price $7.00, warrant exercise price $7.70, expected term of 5 years, expected volatility of 86% and discount rate of 1.609%.


For the nine months ended September 30, 2020, the Company recorded $94,627 for amortization of the debt discount discussed above to interest expense in the accompanying unaudited consolidated financial statements.


Notes Payable


The Company entered into an agreement on August 12, 2019 with a shareholder by executing a short-term $262,500 note repayable on November 11, 2019. This note was issued with a 5% original issue discount and the Company received a net amount of $250,000. No other consideration was given.  On November 12, 2019, the Company repaid this short-term note in the amount of $262,500.  The original issue discount of $12,500 was fully amortized in 2019.




16



DUOS TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2020

(Unaudited)

 


Notes Payable – SBA Loan


 

 

 

 

 

 

 

 

September 30, 2020

 

 

December 31, 2019

 

Payable To

 

 

 

 

 

 

 

Principal

 

 

Interest

 

 

Principal

 

 

Interest*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SBA loan

 

 

 

 

 

 

 

 

 

$

1,410,270

 

 

 

1%

 

 

$

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

1,410,270

 

 

 

 

 

 

 

 

 

 

 

 

Less current portion

 

 

 

 

 

 

 

 

 

 

(863,845)

 

 

 

 

 

 

 

 

 

 

 

 

Long term portion

 

 

 

 

 

 

 

 

 

$

    546,425

 

 

 

 

 

 

$

 

 

 

 

 


On April 23, 2020, the Company entered into a promissory note (the “Note”) with BBVA USA, which provides for a loan in the amount of $1,410,270 (the “Loan”) pursuant to the Paycheck Protection Program (the “PPP”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The Loan has a two-year term and bears interest at a rate of 1.00% per annum (APR 1.014%). Monthly principal and interest payments are deferred for nine months after the date of disbursement. The Loan may be prepaid at any time prior to maturity with no prepayment penalties. The Company will apply for the PPP loan forgiveness as soon as the application is available.


NOTE 5 – LINE OF CREDIT


The Company assumed a line of credit with Wells Fargo Bank upon merger with ISA on April 1, 2015. The line of credit provided for borrowings up to $40,000 but is now closed. The balance as of September 30, 2020 and December 31, 2019, was zero and $27,615, respectively, including accrued interest. This line of credit has been paid in full as of May 5, 2020.


NOTE 6 – COMMITMENTS AND CONTINGENCIES


Delinquent Payroll Taxes Payable


As of the date hereof, the Company has paid its delinquent payroll taxes and late fees in full. At September 30, 2020 and December 31, 2019, the payroll taxes payable balance of $3,146 and $115,111 includes accrued late fees in the amount of zero and $37,210, respectively.


Operating Lease Obligations


The Company has an operating lease agreement for office space of approximately 8,308 square feet that was amended on May 1, 2016 and again on April 1, 2019, increasing the office space to approximately 10,203 square feet, with the lease ending on October 31, 2021. The rent is subject to an annual escalation of 3%, beginning May 1, 2017.


The Company entered a new lease agreement of office and warehouse combination space of approximately 4,400 square feet on June 1, 2018 and ending May 31, 2021.  This additional space allows for resource growth and engineering efforts for operations before deploying to the field.  The rent is subject to an annual escalation of 3%.


The Company now has a total of office and warehouse space of approximately 14,603 square feet.


At September 30, 2020, future minimum lease payments due under Operating Leases are as follows:


As of December 31,

Amount

 

2020

 

$

70,698

 

2021

 

 

213,568

 

Total minimum financial lease payments

 

$

284,266

 

Less:  interest

 

 

(18,126

)

Total lease liability at September 30, 2020

 

$

266,140

 

Less: current portion of Operating lease obligations

 

 

(247,182

)

Long Term portion of Operating lease obligations

 

$

18,958

 




17



DUOS TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2020

(Unaudited)

 


In February 2016, the FASB issued ASU No. 2016-02 Leases (Topic 842) (“ASU 2016-02”), which requires all leases with a term greater than 12 months to be recognized on the balance sheet, while lease expenses would continue to be recognized in the statement of operations in a manner similar to current accounting guidance. We adopted ASU 2016-02 effective January 1, 2019, on a modified retrospective basis, without adjusting comparative periods presented. Effective January 1, 2019, the Company established a right-of-use model (ROU) asset and operating lease liability in the amount of $644,245. The right of use asset balance at September 30, 2020 was $257,367, the operating lease liability – current portion was $247,182 and the operating lease liability – long term portion was $18,958. This is the Company’s only lease whose term is greater than 12 months. The adoption of ASU 2016-02 did not materially affect our unaudited consolidated statement of operations or our unaudited consolidated statements of cash flows. We made an accounting policy election to keep leases with an initial term of 12 months or less off the balance sheet and to recognize all lease payments for leases with a term greater than 12 months on a straight-line basis over the lease term in our unaudited consolidated statements of operations.


Executive Severance Agreement


On July 10, 2020, Duos Technologies Group, Inc. (the “Company”) announced that the Chief Executive Officer and President of the Company (the “former CEO”) would retire from these positions, effective as of September 1, 2020 (the “CEO Transition”). In order to facilitate a transition of his duties, the Company and the former CEO entered into a separation agreement which became effective as of July 10, 2020 (the “Separation Agreement”). Pursuant to the Separation Agreement, the former CEO’s employment with the Company ended on September 1, 2020 and will receive separation payments over a 36-month period equal to his base salary plus $75,000 as well as certain limited health and life insurance benefits. The Separation Agreement also contains confidentiality, non-disparagement and non-solicitation covenants and a release of claims by the former CEO who continues to serve as Chairman of the Board of Directors of the Company. The Separation Agreement resulted in a one-time charge of approximately $885,000 which will be amortized in equal amounts over the 36-month term of the agreement.  


In accordance with the agreement the Company will pay to the Executive the total sum of  approximately $885,000, to be paid by the Company in biweekly installments over the thirty-six (36) month period beginning on the first regular Company pay period after September 1, 2020. Notwithstanding the foregoing, the status of the Executive as a “Specified Employee” as defined in Internal Revenue Code Section 409A has the effect of delaying any payments to Executive hereunder for six (6) months after the Separation Date. The Company will pay to the Executive on March 1, 2021, a lump sum amount equal to the first six (6) months of payments of approximately $148,000 owed to the Executive then continue to pay Executive in bi-weekly installments for thirty (30) months thereafter, as contemplated in the Employment Agreement.  In addition, the Company will pay one-half of the Executive’s current life insurance premiums for thirty-six (36) months of approximately $1,200 and provide and pay for the Executive’s health insurance for eighteen (18) months following the Separation of approximately $1,700. Unvested options in the amount of 50,358 became exercisable and vested in their entirety on the Separation Date ($95,127). The Company made payment of his attorneys’ fees for legal work associated with the negotiation and drafting of this Agreement of approximately $17,000.


The entire Separation Agreement is filed as an exhibit in this report.


NOTE 7 – STOCKHOLDERS’ EQUITY 


Common stock issued


On February 12, 2020, Duos Technologies Group, Inc., a Florida corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc. (“ThinkEquity”), as representative of the underwriters listed therein (the “Underwriters”), pursuant to which the Company agreed to sell to the Underwriters in a firm commitment underwritten public offering (the “Offering”) an aggregate of 1,350,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a public offering price of $6.00 per share. In addition, the Underwriters were granted an over-allotment option (the “Over-allotment Option”) for a period of 45 days to purchase up to an additional 202,500 shares of Common Stock. The Offering closed on February 18, 2020. The Common Stock began trading on the Nasdaq Capital Market under the symbol DUOT on February 13, 2020.




18



DUOS TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2020

(Unaudited)

 


On February 20, 2020, pursuant to and in compliance with the terms and conditions of the aforementioned Underwriting Agreement and the Offering, the Underwriters provided notice that they would partially exercise the Over-allotment Option to purchase 192,188 shares of Common Stock at $6.00 per share (the “Over-Allotment Exercise”). The sale of the Over-Allotment Exercise to purchase 192,188 shares of Common Stock closed on February 21, 2020.


In total, the Company issued 1,542,188 shares of common stock in connection with these underwritten public offerings and up listing to the Nasdaq Capital Market national exchange.  The securities were issued pursuant to a Registration Statement on Form S-1 (File No. 333- 235455), as amended, which was declared effective by the United States Securities and Exchange Commission on February 12, 2020 (the “Registration Statement”). The Company received gross proceeds of approximately $9.25 million for the Offering to date, including the exercise of the Over-Allotment Exercise, prior to deducting underwriting discounts and commissions and offering expenses payable by the Company.


Stock-Based Compensation


Stock-based compensation expense recognized under ASC 718-10 for the nine months ended September 30, 2020 and 2019, was $364,561 and $35,017, respectively, for stock options granted to employees and directors. This expense is included in selling, general and administrative expenses in the unaudited consolidated statements of operations. Stock-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period. At September 30, 2020, the total compensation cost for stock options not yet recognized was $310,040. This cost will be recognized over the remaining vesting term of the options of approximately one year.


Employee Stock Options


A maximum of 178,572 shares were made available for grant under the 2016 Plan, as amended, and all outstanding options under the Plan provide a cashless exercise feature. The maximum number of shares was increased by shareholder approval to 321,429.  The identification of individuals entitled to receive awards, the terms of the awards, and the number of shares subject to individual awards, are determined by our Board of Directors or the Compensation Committee, at their sole discretion. The aggregate number of shares with respect to which options or stock awards may be granted under the 2016 Plan and the purchase price per share, if applicable, shall be adjusted for any increase or decrease in the number of issued shares resulting from a stock dividend, stock split, reverse stock split, recapitalization or similar event. As of September 30, 2020, and December 31, 2019, options to purchase 411,898 shares of common stock and 163,010 shares of common stock were outstanding under the 2016 Plan, respectively. On April 1, 2020 the Board of Directors cancelled 161,402 options previously granted to existing employees and granted 310,290 options, of which 160,866 were replaced with new options carrying a $6.00 exercise price, 536 options were forfeited and a further 149,424 options were issued to existing employees, officers and directors carrying a $4.74 strike price with a vesting period ranging from 9 months to 21 months. The new stock options issued have a fair value of $370,312. The options that were cancelled and replaced were accounted for by valuing the original options on the day before they were cancelled and valuing the new options on the day of issuance. The inputs used were a stock price of $4.74 on the day of cancellation and $4.70 on the day of issuance, expected term of 2.5 years, expected volatility of 81%, no anticipated dividend and an interest rate of $0.255%. The difference between the valuations were recorded as one-time option expense given that options cancelled were already vested and the replacement options were immediately vested. The one-time expense for this cancellation and issuance was $102,800. The strike price of the cancelled options was $14.00.


During the current quarter, the Company’s Board of Directors granted 100,000 new stock options with a strike price of $4.18 per share to its new Chief Executive Officer.  These options were awarded as a one-time award as a hiring incentive and have a fair value of $193,388. The issuance of these options generated with stock option compensation expense this quarter in the amount of $11,921 and a balance of unamortized stock option compensation expense of $181,467, that will be expensed over the next 1.75 years.  In addition, 50,358 options previously issued to the Company’s former CEO became fully vested during the quarter and generated a stock option compensation expense in the amount of $95,127.




19



DUOS TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2020

(Unaudited)

 


The Company has no expired employee stock options under the 2016 Plan at September 30, 2020 and 2019.


 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

Average

 

 

 

 

 

 

 

 

 

 

Average

 

 

Remaining

 

 

Aggregate

 

 

 

 

 

 

 

Exercise

 

 

Contractual

 

 

Intrinsic

 

 

 

 

Shares

 

 

Price

 

 

Term (Years)

 

 

Value

 

Outstanding at December 31, 2018

 

 

 

160,143

 

 

$

14.00

 

 

 

4.4

 

 

 

 

Granted

 

 

 

8,572

 

 

$

14.00

 

 

 

5.0

 

 

 

 

Forfeited

 

 

 

(14,286

)

 

$

14.00

 

 

 

 

 

 

 

Outstanding at September 30, 2019

 

 

 

154,429

 

 

$

14.00

 

 

 

3.4

 

 

 

 

Exercisable at September 30, 2019

 

 

 

145,857

 

 

$

14.00

 

 

 

3.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2019

 

 

 

163,010

 

 

$

14.00

 

 

 

3.4

 

 

 

 

Granted

 

 

 

410,290

 

 

$

5.08

 

 

 

4.6

 

 

 

 

Cancelled/forfeited

 

 

 

(161,402

)

 

$

14.00

 

 

 

 

 

 

 

Outstanding at September 30, 2020

 

 

 

411,898

 

 

$

5.13

 

 

 

4.6

 

 

 

 

Exercisable at September 30, 2020

 

 

 

212,832

 

 

$

5.76

 

 

 

4.5

 

 

 

 


Warrants


The following is a summary of activity for warrants to purchase common stock for the nine months ended September 30, 2020:


 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

Weighted

 

 

Average

 

 

 

 

 

 

 

 

 

Average

 

 

Remaining

 

 

Aggregate

 

 

 

Number of

 

 

Exercise

 

 

Contractual

 

 

Intrinsic

 

 

 

Warrants

 

 

Price

 

 

Term (Years)

 

 

Value

 

Outstanding at December 31, 2018

 

 

1,815,182

 

 

$

9.52

 

 

 

3.9

 

 

 

 

Warrants expired, forfeited, cancelled or exercised

 

 

(327,612

)

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at September 30, 2019

 

 

1,487,570

 

 

$

8.78

 

 

 

2.8

 

 

 

 

Exercisable at September 30, 2019

 

 

1,487,570

 

 

$

8.78

 

 

 

2.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2019

 

 

1,521,250

 

 

$

8.78

 

 

 

3.0

 

 

 

 

Warrants expired, forfeited, cancelled or exercised

 

 

(10,647

)

 

 

 

 

 

 

 

 

 

 

 

 

Warrants issued

 

 

76,950

 

 

$

9.00

 

 

 

2.6

 

 

 

 

Outstanding at September 30, 2020

 

 

1,587,553

 

 

$

8.69

 

 

 

2.2

 

 

 

 

Exercisable at September 30, 2020

 

 

1,587,553

 

 

$

8.69

 

 

 

2.2

 

 

 

 


Warrants issued were for the underwriters of the registered direct offering completed in the first quarter of 2020. They carry a strike price of $9.00 representing 150% of the offering price of $6.00 per share and vest 6 months after completion of the offering. In the current quarter, 10,647 warrants were cancelled of which 9,450 were exchanged for new warrants with the same terms and 1,197 expired.


NOTE 8 - REVENUE


Revenue Recognition and Contract Accounting


The Company generates revenue from four sources: (1) Technology Systems; (2) Technical Support; (3) Consulting Services and (4) AI Technology.




20



DUOS TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2020

(Unaudited)

 


The Company constructs intelligent technology systems consisting of materials and labor under customer contracts. Revenues and related costs on technology systems revenue are recognized based on ASC 606-10-25-27, where control of a good or service transfers over time if the entity’s performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date including a profit margin or reasonable return on capital. Control is deemed to pass to the customer instantaneously as the goods are manufactured and revenue is recognized accordingly.


In addition, the Company has adopted ASC 606-10-55-21 such that if the cost incurred is not proportionate to the progress in satisfying the performance obligation, we adjust the input method to recognize revenue only to the extent of the cost incurred. Therefore, the Company will recognize revenue at an equal amount to the cost of the goods to satisfy the performance obligation. To accurately reflect revenue recognition based on the input method, the Company has adopted the implementation guidance as set out in ASC 606-10-55-187 through 192.


Under this method, contract revenues are recognized over the performance period of the contract in direct proportion to the costs incurred. Costs include direct material, direct labor, subcontract labor and other allocable indirect costs. All un-allocable indirect costs and corporate general and administrative costs are also charged to the periods as incurred. Any recognized revenues that have not been billed to a customer are recorded as an asset in “contract assets”. Any billings of customers more than recognized revenues are recorded as a liability in “contract liabilities”. However, in the event a loss on a contract is foreseen, the Company will recognize the loss when such loss is determined.


Contract Assets


Contract assets on uncompleted contracts represents costs and estimated earnings in excess of billings and/or cash received on uncompleted contracts accounted for under the input method, which recognizes revenue only to the extent of the cost incurred.

 

At September 30, 2020 and December 31, 2019, contract assets on uncompleted contracts consisted of the following:


 

 

September 30,

2020

 

 

December 31. 2019

 

Costs and estimated earnings recognized

 

$

4,138,001

 

 

$

3,700,124

 

Less: Billings or cash received

 

 

(3,953,766

)

 

 

(2,324,204

)

Contract assets

 

$

184,235

 

 

$

1,375,920

 


Contract Liabilities


Contract liabilities on uncompleted contracts represents billings and/or cash received that exceed accumulated revenues recognized on uncompleted contracts accounted for under the input method, which recognizes revenue only to the extent of the cost incurred.

 

At September 30, 2020 and December 31, 2019, contract liabilities on uncompleted contracts consisted of the following:


 

 

September 30,

2020

 

 

December 31. 2019

 

Billings and/or cash receipts on uncompleted contracts

 

$

662,426

 

 

$

35,665

 

Less: Costs and estimated earnings recognized

 

 

(329,675

)

 

 

(27,004

)

Contract liabilities

 

$

332,751

 

 

$

8,661

 


A contract is considered complete when all costs except insignificant items have been incurred and the installation is operating according to specifications or has been accepted by the customer.




21



DUOS TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2020

(Unaudited)

 


The Company has contracts in various stages of completion. Such contracts require estimates to determine the appropriate cost and revenue recognition. Costs estimates are reviewed periodically on a contract-by-contract basis throughout the life of the contract such that adjustments to the profit resulting from revisions are made cumulative to the date of the revision. Significant management judgments and estimates, including the estimated costs to complete projects, must be made and used in connection with the revenue recognized in the accounting period. Current estimates may be revised as additional information becomes available.


Technical Support


Maintenance and technical support services are provided on both an as-needed and extended-term basis and may include providing both parts and labor. Maintenance and technical support provided outside of a maintenance contract are on an as-requested basis, and revenue is recognized as the services are provided. Revenue for maintenance and technical support provided on an extended-term basis is recognized ratably over the term of the contract.


For sales arrangements that do not involve multiple elements such as professional services, which are of short-term duration, revenues are recognized when services are completed.


Consulting Services


The Company’s consulting services business generates revenues under contract with customers from three sources: (1) Professional Services (consulting and auditing); (2) Software licensing with optional hardware sales; and (3) Customer Service (training and maintenance support).


For sales arrangements that do not involve performance obligations: 


(1)

Revenues for professional services, which are of short-term duration, are recognized when services are completed;

(2)

For all periods reflected in this report, software license sales have been one-time sales of a perpetual license to use our software product and the customer also has the option to purchase third-party manufactured handheld devices from us if they purchase our software license. Accordingly, the revenue is recognized upon delivery of the software and delivery of the hardware, as applicable, to the customer;

(3)

Training sales are one-time upfront short-term training sessions and are recognized after the service has been performed; and

(4)

Maintenance/support is an optional product sold to our software license customers under one-year contracts. Accordingly, maintenance payments received upfront are deferred and recognized over the contract term.


Artificial Intelligence


The Company has begun to derive revenue from applications that incorporate artificial intelligence (AI) in the form of predetermined algorithms to provide important operating information to the users of our systems.  The revenue generated from these applications of AI consists of an annual application maintenance fee which will be recognized ratably over the year, plus fees for the design, development, testing and incorporation of new algorithms into the system which will be recognized upon completion of each deliverable.


Multiple Elements


Arrangements with customers may involve multiple elements including project revenue and maintenance services in our Intelligent Technology Systems business. Maintenance will occur after the project is completed and may be provided on an extended-term basis or on an as-needed basis. In our consulting services business, multiple elements may include any of the above four sources. Training and maintenance on software products may occur after the software product sale while other services may occur before or after the software product sale and may not relate to the software product. Revenue recognition for multiple element arrangement is as follows:




22



DUOS TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2020

(Unaudited)

 


Each element is accounted for separately when each element has value to the customer on a standalone basis and there is Company specific objective evidence of selling price of each deliverable. For revenue arrangements with multiple deliverables, the Company allocates the total customer arrangement to the separate units of accounting based on their relative selling prices as determined by the price of the items when sold separately. Once the selling price is allocated, the revenue for each element is recognized using the applicable criteria under GAAP as discussed above for elements sold in non-multiple element arrangements. A delivered item or items that do not qualify as a separate unit of accounting within the arrangement are combined with the other applicable undelivered items within the arrangement. The allocation of arrangement consideration and the recognition of revenue is then determined for those combined deliverables as a single unit of accounting. The Company sells its various services and software and hardware products at established prices on a standalone basis which provides Company specific objective evidence of selling price for purposes of multiple element relative selling price allocation. The Company only sells maintenance services or spare parts based on its established rates after it has completed a system integration project for a customer. The customer is not required to purchase maintenance services. All elements in multiple element arrangements with Company customers qualify as separate units of account for revenue recognition purposes. 

 

Deferred Revenue


Deferred revenues represent billings or cash received in excess of revenue recognizable on service agreements that are not accounted for under the percentage of completion method.


Disaggregation of Revenue


The Company is following the guidance of ASC 606-10-55-296 and 297 for disaggregation of revenue. Accordingly, revenue has been disaggregated according to the nature, amount, timing and uncertainty of revenue and cash flows. We are providing qualitative and quantitative disclosures.


Qualitative:


1.

We have four distinct revenue sources:

a.

Turnkey, engineered projects;

b.

Associated maintenance and support services;

c.

Licensing and professional services related to auditing of data center assets:

d.

Predetermined algorithms to provide important operating information to the users of our systems.

2.

We currently operate in North America including the USA, Mexico and Canada.

3.

Our customers include rail transportation, commercial, petrochemical, government, banking and IT suppliers.

4.

Our contracts are fixed price and fall into two duration types:

a.

Turnkey engineered projects and professional service contracts that are less than 1 year in duration and are typically two to three months in length; and

b.

Maintenance and support contracts ranging from one to five years in length.

5.

Transfer of goods and services are over time.





23



DUOS TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2020

(Unaudited)

 


Quantitative:

For the Three Months Ended September 30, 2020


Segments

 

Rail

 

 

Commercial

 

 

Petrochemical

 

 

Government

 

 

Banking

 

 

IT Suppliers

 

 

Artificial Intelligence

 

 

Total

 

Primary Geographical Markets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

North America

 

$

994,370

 

 

$

109,611

 

 

$

23,020

 

 

$

26,107

 

 

$

22,345

 

 

$

50,216

 

 

$

56,280

 

 

$

1,281,949

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Major Goods and Service Lines

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Turnkey Projects

 

$

587,865

 

 

$

49,595

 

 

$

23,020

 

 

$

5,886

 

 

$

6,585

 

 

$

 

 

$

56,280

 

 

$

729,231

 

Maintenance & Support

 

 

406,505

 

 

 

60,016

 

 

 

 

 

 

20,221

 

 

 

15,760

 

 

 

 

 

 

 

 

 

502,502

 

Data Center Auditing Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

47,831

 

 

 

 

 

 

47,831

 

Software License

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,385

 

 

 

 

 

 

2,385

 

 

 

$

994,370

 

 

$

109,611

 

 

$

23,020

 

 

$

26,107

 

 

$

22,345

 

 

$

50,216

 

 

$

56,280

 

 

$

1,281,949

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Timing of Revenue Recognition

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goods transferred over time

 

$

587,865

 

 

$

49,595

 

 

$

23,020

 

 

$

5,886

 

 

$

6,585

 

 

$

50,216

 

 

$

56,280

 

 

$

779,447

 

Services transferred over time

 

 

406,505

 

 

 

60,016

 

 

 

 

 

 

20,221

 

 

 

15,760

 

 

 

 

 

 

 

 

 

502,502

 

 

 

$

994,370

 

 

$

109,611

 

 

$

23,020

 

 

$

26,107

 

 

$

22,345

 

 

$

50,216

 

 

$

56,280

 

 

$

1,281,949

 




24



DUOS TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2020

(Unaudited)

 


For the Three Months Ended September 30, 2019


Segments

 

Rail

 

 

Commercial

 

 

Petrochemical

 

 

Government

 

 

Banking

 

 

IT Suppliers

 

 

Total

 

Primary Geographical Markets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

North America

 

$

1,562,792

 

 

$

128,291

 

 

$

21,613

 

 

$

49,943

 

 

$

387,675

 

 

$

48,087

 

 

$

2,198,401

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Major Goods and Service Lines

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Turnkey Projects

 

$

1,361,811

 

 

$

128,291

 

 

$

13,807

 

 

$

29,722

 

 

$

387,675

 

 

$

 

 

$

1,921,306

 

Maintenance & Support

 

 

200,981

 

 

 

 

 

 

7,806

 

 

 

20,221

 

 

 

 

 

 

 

 

 

229,008

 

Data Center Auditing Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

48,087

 

 

 

48,087

 

Software License

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

1,562,792

 

 

$

128,291

 

 

$

21,613

 

 

$

49,943

 

 

$

387,675

 

 

$

48,087

 

 

$

2,198,401

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Timing of Revenue Recognition

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goods transferred over time

 

$

1,361,811

 

 

$

128,291

 

 

$

13,807

 

 

$

29,722

 

 

$

387,675

 

 

$

48,087

 

 

$

1,969,393

 

Services transferred over time

 

 

200,981

 

 

 

 

 

 

7,806

 

 

 

20,221

 

 

 

 

 

 

 

 

 

229,008

 

 

 

$

1,562,792

 

 

$

128,291

 

 

$

21,613

 

 

$

49,943

 

 

$

387,675

 

 

$

48,087

 

 

$

2,198,401

 




25



DUOS TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2020

(Unaudited)

 


For the Nine Months Ended September 30, 2020


Segments

 

Rail

 

 

Commercial

 

 

Petrochemical

 

 

Government

 

 

Banking

 

 

IT Suppliers

 

 

Artificial Intelligence

 

 

Total

 

Primary Geographical Markets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

North America

 

$

3,339,519

 

 

$

236,498

 

 

$

23,020

 

 

$

73,477

 

 

$

163,333

 

 

$

184,685

 

 

$

234,504

 

 

$

4,255,036

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Major Goods and Service Lines

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Turnkey Projects

 

$

2,401,552

 

 

$

55,797

 

 

$

23,020

 

 

$

5,886

 

 

$

119,779

 

 

$

 

 

$

234,504

 

 

$

2,840,538

 

Maintenance & Support

 

 

937,967

 

 

 

180,701

 

 

 

 

 

 

67,591

 

 

 

43,554

 

 

 

 

 

 

 

 

 

1,229,813

 

Data Center Auditing Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

177,530

 

 

 

 

 

 

177,530

 

Software License

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7,155

 

 

 

 

 

 

7,155

 

 

 

$

3,339,519

 

 

$

236,498

 

 

$

23,020

 

 

$

73,477

 

 

$

163,333

 

 

$

184,685

 

 

$

234,504

 

 

$

4,255,036

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Timing of Revenue Recognition

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goods transferred over time

 

$

2,401,552 

 

 

$

55,797

 

 

$

23,020 

 

 

$

5,886 

 

 

$

119,779

 

 

$

184,685

 

 

$

234,504

 

 

$

3,025,223 

 

Services transferred over time

 

 

937,967

 

 

 

180,701

 

 

 

 

 

 

67,591

 

 

 

43,554

 

 

 

 

 

 

 

 

 

1,229,813

 

 

 

$

3,339,519

 

 

$

236,498

 

 

$

23,020

 

 

$

73,477

 

 

$

163,333

 

 

$

184,685

 

 

$

234,504

 

 

$

4,255,036

 




26



DUOS TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2020

(Unaudited)

 


For the Nine Months Ended September 30, 2019


Segments

 

Rail

 

 

Commercial

 

 

Petrochemical

 

 

Government

 

 

Banking

 

 

IT Suppliers

 

 

Total

 

Primary Geographical Markets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

North America

 

$

6,039,521

 

 

$

317,222

 

 

$

76,586

 

 

$

147,011

 

 

$

1,075,274

 

 

$

240,673

 

 

$

7,896,287

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Major Goods and Service Lines

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Turnkey Projects

 

$

5,433,356

 

 

$

315,025

 

 

$

53,169

 

 

$

86,348

 

 

$

1,066,164

 

 

$

 

 

$

6,954,062

 

Maintenance & Support

 

 

606,165

 

 

 

2,197

 

 

 

23,417

 

 

 

60,663

 

 

 

9,110

 

 

 

 

 

 

701,552

 

Data Center Auditing Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

198,838

 

 

 

198,838

 

Software License

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

41,835

 

 

 

41,835

 

 

 

$

6,039,521

 

 

$

317,222

 

 

$

76,586

 

 

$

147,011

 

 

$

1,075,274

 

 

$

240,673

 

 

$

7,896,287

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Timing of Revenue Recognition

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goods transferred over time

 

$

5,433,356

 

 

$

315,025

 

 

$

53,169

 

 

$

86,348

 

 

$

1,066,164

 

 

$

240,673

 

 

$

7,194,735

 

Services transferred over time

 

 

606,165

 

 

 

2,197

 

 

 

23,417

 

 

 

60,663

 

 

 

9,110

 

 

 

 

 

 

701,552

 

 

 

$

6,039,521

 

 

$

317,222

 

 

$

76,586

 

 

$

147,011

 

 

$

1,075,274

 

 

$

240,673

 

 

$

7,896,287

 


NOTE 9 – SUBSEQUENT EVENTS


On October 12, 2020, the Company hired a new Chief Operating Officer for its wholly owned subsidiary, Duos Technologies, Inc.  As an incentive to join the Company, the Company awarded 20,000, 5-Year stock options with a strike price of $4.18 and a fair value of $44,425 expensed over 24 months.









27



 


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation.


This quarterly report on Form 10-Q and other reports filed by Duos Technologies Group, Inc. (the “duostech Group”), through its operating subsidiaries, Duos Technologies, Inc. (“duostech”) and TrueVue360, Inc (“TrueVue360”, duostech Group and duostech, collectively the “Company” “we”, “our”, and “us”) from time to time with the U.S. Securities and Exchange Commission (the “SEC”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management.  Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof.  When used in the filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements.  Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks contained in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, relating to the Company’s industry, the Company’s operations and results of operations, and any businesses that the Company may acquire.  Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

 

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements.  Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. The following discussion should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this report.


Overview


Duos Technologies Group, Inc. (the “Company”) was incorporated in Florida on May 31, 1994 under the original name of Information Systems Associates, Inc. (“ISA”). Initially, our business operations consisted of consulting services for asset management of large corporate data centers and the development and licensing of information technology (“IT”) asset management software. In late 2014, ISA entered negotiations with Duos Technologies, Inc. (“duostech”), for the purposes of executing a reverse triangular merger. This transaction was completed on April 1, 2015, whereby duostech became a wholly owned subsidiary of the Company.  duostech was incorporated under the laws of Florida on November 30, 1990 for design, development and deployment of proprietary technology applications and turn-key engineered systems. The Company, based in Jacksonville, Florida, employs approximately 53 people and is a technology and software applications company with a strong portfolio of intellectual property. The Company’s core competencies, including advanced intelligent technologies, are delivered through its proprietary integrated enterprise command and control platform, centraco®.


The Company has developed the Railcar Inspection Portal (RIP) that provides both freight and transit railroad customers and select government agencies the ability to conduct fully remote railcar inspections of trains while they are in transit.  The system, which incorporates a variety of sophisticated optical technologies, illumination and other sensors, scans each passing railcar to create an extremely high-resolution image set from a variety of angles including the undercarriage.  These images are then processed through various methods of artificial intelligence algorithms to identify specific defects and/or areas of interest on each railcar.  This is all accomplished within seconds of a railcar passing through our portal. This solution has the potential to transform the railroad industry immediately increasing safety, improving efficiency and reducing costs. The Company has successfully deployed this system with several Class 1 railroad customers and anticipates an increased demand in the future. Government agencies can conduct digital inspections combined with the incorporated AI to improve rail traffic flow across borders which also directly benefits the Class 1 railroads through increasing their velocity.




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The Company has also developed the Automated Logistics Information System (ALIS) which automates and reduces/removes personnel from gatehouses where trucks enter and exit large logistics and intermodal facilities. This solution also incorporates sensors and data points as necessary for each operation and directly interconnects with backend logistics databases and processes to streamline operations, significantly improve operations, security and importantly dramatically improves the vehicle throughput on each lane the technology is deployed.

  

The Company has built a portfolio of IP and patented solutions that creates “actionable intelligence” using two (2) core native platforms called centraco® and praesidium®.   All solutions provided include a variant of both applications. Centraco is designed primarily as the user interface to all our systems as well as the backend connection to 3rd party applications and databases through both Application Programming Interfaces (APIs) and Software Development Kits (SDKs).  This interface is browser based and hosted within each one of our systems and solutions.  It is typically also customized for each unique customer and application. Praesidium typically resides as middleware in our systems and manages the various image capture devices and some sensors for input into the Centraco software.

  

The Company also developed a proprietary Artificial Intelligence (AI) software platform, truevue360™ with the objective of focusing the Company’s advanced intelligent technologies in the areas of AI, deep machine learning and advanced multi-layered algorithms to further support our solutions.

 

The Company also provides professional and consulting services for large data centers and has been developing a system for the automation of asset information marketed as dcVue™.  The Company is now deploying its dcVue software. This software is used by Duos’ consulting auditing teams. dcVue is based upon the Company’s OSPI patent which was awarded in 2010. The Company offers dcVue available for license to our customers as a licensed software product.


The Company’s strategy is to deliver operational and technical excellence to our customers; expand our RIP and ALIS solutions into current and new customers focused in the Rail, Logistics and U.S. Government Sectors; offer both CAPEX and OPEX pricing models to customers that increases recurring revenue, backlog and improves profitability; responsibly grow the business both organically and through selective acquisitions; and finally promote a performance-based work force where employees enjoy their work and incentivized to excel and remain with the Company.


Prospects and Outlook


The Company has made significant changes in the senior management team to include a new Chief Executive Officer with a wealth of experience successfully leading start-up and turn-around companies. In addition, the former divisional COO who has 20 years of experience with the Company delivering technology into rail, logistics, intermodal, and other industries, has been promoted to Chief Commercial Officer (CCO) of our wholly owned subsidiary, duostech. The duostech has also hired a divisional Chief Operating Officer (COO) with a strong background in operations in multiple former assignments. The Company’s CFO will continue in the same role providing continuity and multiple years of public company experience. The Company’s Board of Directors is being strengthened with the nomination of a retired Chief Operating Officer for a Class 1 railroad with more than 50 years of experience in the rail industry. The shareholders are currently voting on this appointment and the appointment of our CEO to the Board of Directors.


The new leadership team’s focus is to improve operational and technical execution which will in turn enable the commercial side of the business to expand RIP and ALIS delivery into existing customers. Even though COVID-19 is expected to still be an issue during 2021, the Company’s primary customers have indicated readiness to order more equipment and services based upon the Company’s current performance.


Additionally, the new CEO has directed that the Company make engineering and software upgrades to the RIP to meet anticipated Federal Railroad Association (FRA) and Association of American Railroad (AAR) standards. Similar upgrades are also being developed to improve the ALIS system. These upgrades are anticipated to be released in the first and second quarters of 2021 and are expected to drive additional sales.


Lastly, the Company is increasing its focus in the rail industry to encompass passenger transportation and is currently in competition for a large, multi-year contract with a national rail carrier. If successful, the Company would deliver at least two RIP solutions along with a long-term services agreement in 2021.


Although the Company prospects and outlook is favorable for 2021 investing in our securities involves risk and careful consideration should be made before deciding to purchase our securities. There are many risks that affect our business and results of operations, some of which are beyond our control.




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Results of Operation


The following discussion should be read in conjunction with the unaudited financial statements included in this report.


Comparison for the Three Months Ended September 30, 2020 Compared to Three Months Ended September 30, 2019

 

The following table sets forth a modified version of our unaudited Consolidated Statements of Operations that is used in the following discussions of our results of operations:

 

 

 

For the Three Months Ended

 

 

 

September 30,

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

Revenue

 

$

1,281,949

 

 

$

2,198,401

 

Cost of revenue

 

 

987,018

 

 

 

1,172,942

 

Gross profit

 

 

294,931

 

 

 

1,025,459

 

Operating expenses

 

 

3,001,774

 

 

 

2,157,360

 

Loss from operations

 

 

(2,706,843

)

 

 

(1,131,901

)

Other income (expense)

 

 

(1,736

)

 

 

(12,168

)

Net loss

 

$

(2,708,579

)

 

$

(1,144,069

)


Revenues


 

 

For the Three Months Ended

 

 

 

September 30,

 

 

 

2020

 

 

2019

 

 

% Change

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Technology systems

 

$

672,951

 

 

$

1,921,306

 

 

 

-65%

 

Technical support

 

 

502,502

 

 

 

229,008

 

 

 

119%

 

Consulting services

 

 

50,216

 

 

 

48,087

 

 

 

4%

 

AI technologies

 

 

56,280

 

 

 

 

 

 

 

Total revenue

 

$

1,281,949

 

 

$

2,198,401

 

 

 

-42%

 


Overall revenues declined by 42% in the third quarter of 2020, solely due to a decline in technology systems revenues compared to the same quarter in 2019.  The decrease in technology system revenues is due to a delay in receiving an order for a large project which was initially planned for execution during the third quarter of 2020, but which will now be substantially completed in the fourth quarter.  Technical support revenues were higher in the quarter as the result of new service support. This is part of a major focus by the Company towards sustainable recurring revenues and this substantial increase is expected to continue going forward as more large projects complete installation. The maintenance and technical support revenues are driven by successful completion on projects and represent services and support for those installations. The Company expects to continue growth with new, long term recurring revenue from new customers which will be coming on-line in the next several months.


We recorded a small increase in consulting services recorded in revenue for the third quarter of 2020. The current pandemic related to the Novel Coronavirus (COVID-19) has impacted both expected receipt of awards and delays in execution due to travel and other restrictions. These delays will continue to impact the consulting services revenue portion of our business, but although the impact for the full year is uncertain at this time, it appears as if certain clients will be opening their facilities which should have a further positive impact on revenue going forward.


The AI technologies recorded their first quarter of revenue during the second quarter of 2020 and recorded additional revenues in the current quarter. The Company received a large ($2+ million) contract for AI related development from a large client which is expected to add revenues in the following quarters. The Company expects to continue the growth with new revenue from other existing customers which also will be coming on-line in the next several months.




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Cost of Revenues


 

 

 

For the Three Months Ended

 

 

 

 

September 30,

 

 

 

 

2020

 

 

2019

 

 

% Change

 

Cost of revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Technology systems

 

 

$

601,814

 

 

$

984,805

 

 

 

-39%

 

Technical support

 

 

 

333,721

 

 

 

158,785

 

 

 

110%

 

Consulting services

 

 

 

12,301

 

 

 

29,352

 

 

 

-58%

 

AI technologies

 

 

 

39,182

 

 

 

 

 

 

 

Total cost of revenues

 

 

$

987,018

 

 

$

1,172,942

 

 

 

-16%

 


Cost of revenues on technology systems decreased during the period compared to the equivalent period in 2019, although at a slower rate than the decline in revenues. This is due to higher staffing costs related to project implementation which were put in place earlier in the year, prior to the impact from COVID-19.  There is a continued focus on build costs and savings through efficiency, but the Company has elected to maintain key employees in anticipation of expected sales of such systems through the end of this year and in 2021. Cost of revenues increased on technical support at a lower rate than the increase in revenue for technical support which is a positive trend going forward as more of the Company’s revenue comes from this recurring revenue business.


The consulting services recorded a substantial decrease in cost of revenues in the quarter reflecting the improvements in execution efficiency put in place from the Company’s new dcVue™ software. This trend is expected to continue as additional revenue from license sales of this software are recognized later this year and in 2021. The current pandemic related to the Novel Coronavirus (COVID-19) has impacted both expected receipt of awards and delays in execution due to travel and other restrictions.  These delays will impact the consulting services revenue portion of our business at this time.


The AI technologies recorded their second quarter of cost of revenue during the current quarter. The Company expects to continue the growth with new revenue from existing customers which will be coming on-line in the next several months.


Gross Profit


 

 

For the Three Months Ended

 

 

 

September 30,

 

 

 

2020

 

 

2019

 

 

% Change

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

1,281,949

 

 

$

2,198,401

 

 

 

-42%

 

Cost of revenues

 

 

987,018

 

 

 

1,172,942

 

 

 

-16%

 

Gross profit

 

$

294,931

 

 

$

1,025,459

 

 

 

-71%

 


Overall Gross Profit was $294,931 or 23% of revenues compared to $1,025,459 or 47% of revenues for the three months ended September 30, 2020 and 2019, respectively. The 71% decrease in Gross Margin is due to the higher overall cost of sales recorded during the quarter largely as a result of lower recorded revenues during the quarter due to implementation delays. The Company is maintaining enough key staff in Engineering, Software support and Project management in anticipation of an increase in revenues expected in the next several quarters in order that we may execute in a timely fashion against those orders. We anticipate an improvement in the overall gross margin for the full year reporting in 2020.


Operating Expenses


 

 

For the Three Months Ended

 

 

 

September 30,

 

 

 

2020