Quarterly report [Sections 13 or 15(d)]

REVENUE AND CONTRACT ACCOUNTING

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REVENUE AND CONTRACT ACCOUNTING
6 Months Ended
Jun. 30, 2025
Revenue from Contract with Customer [Abstract]  
REVENUE AND CONTRACT ACCOUNTING

NOTE 10 – REVENUE AND CONTRACT ACCOUNTING

 

Revenue Recognition and Contract Accounting

 

The Company generates revenue from five sources: (1) Technology Systems; (2) AI Technology which is included in the consolidated statements of operations line-item Technology Systems; (3) Technical Support; (4) Consulting Services which is included in the consolidated statements of operations line-item Services and Consulting; and (5) Hosting which is included in the consolidated statement of operations line-item Hosting.

 

Contract assets and contract liabilities on uncompleted contracts for revenues recognized over time are as follows:

 

Contract Assets

 

Contract assets on uncompleted contracts represent cumulative revenues recognized in excess of billings and/or cash received on uncompleted contracts accounted for under the cost-to-cost input method, which recognizes revenue based on the ratio of cost incurred to total estimated costs.

 

At June 30, 2025 and December 31, 2024, contract assets on uncompleted contracts consisted of the following:

             
   

June 30,

2025

   

December 31,

2024

 
Cumulative revenues recognized   $ 10,011,557     $ 9,916,761  
Less: Billings or cash received     (9,280,987 )     (9,280,987 )
Contract assets   $ 730,570     $ 635,774  

 

Contract Liabilities

 

Contract liabilities on uncompleted contracts represent billings and/or cash received that exceed cumulative revenues recognized on uncompleted contracts accounted for under the cost-to-cost input method, which recognizes revenues based on the ratio of the cost incurred to total estimated costs.

 

Contract liabilities on services and consulting revenues represent billings and/or cash received in excess of revenue recognized on service agreements that are not accounted for under the cost-to-cost input method.

 

At June 30, 2025 and December 31, 2024, contract liabilities on uncompleted contracts and contract liabilities on services and consulting consisted of the following:

             
   

June 30,

2025

   

December 31,

2024

 
Billings and/or cash receipts on uncompleted contracts   $ 1,264,658     $ 1,264,658  
Less: Cumulative revenues recognized     (872,309 )     (861,024 )
Contract liabilities, technology systems     392,349       403,634  
Contract liabilities, services and consulting     8,594,782       11,401,384  
Total contract liabilities, current   $ 8,987,131     $ 11,805,018  
                 
Total contract liabilities, non-current   $ 8,111,642     $ 11,016,134  

 

Contract Liabilities Current

 Schedule of contract liabilities current            
   

June 30,

2025

   

December 31,

2024

 
Total contract liabilities, current   $ 2,870,631     $ 3,188,518  
Total contract liabilities, current – related parties     6,116,500       8,616,500  
Total contract liabilities, current   $ 8,987,131     $ 11,805,018  

 

Contract Liabilities Non-Current

             
   

June 30,

2025

   

December 31,

2024

 
Total contract liabilities, non-current   $ 6,303,392     $ 7,399,634  
Total contract liabilities, non-current – related parties     1,808,250       3,616,500  
Total contract liabilities, non-current   $ 8,111,642     $ 11,016,134  

 

Current Contract liabilities at December 31, 2024 were $11,805,018; of which $11,286 for technology systems and $5,856,262 in services and consulting have been recognized as of June 30, 2025.

 

The Company expects to recognize all current contract liabilities within 12 months from the respective consolidated balance sheet date. In May 2024, the Company recorded an initial deferred revenue as a contract liability in the amount of $11,161,428 of which $199,008 related to a pilot program was immediately recognized as revenue (See Note 4) and another $1,370,303 was recognized in 2024. During the six months ended June 30, 2025, the Company recognized revenue of $1,096,242 from this deferred revenue. This contract liability resulted from a five-year contract with a customer where the Company received non-monetary consideration recorded as intangible assets (See Note 4). This transaction was accounted for under ASC 606-10-32-21 through ASC-606-10-32-24, Non-Cash Consideration. The performance obligations, which include various support and maintenance services, will be recognized as revenue pro-rata over time during the five-year contract term. The current contract liabilities of $2,192,484 for just this contract as of June 30, 2025 relate to the portion of the contract value the Company expects to recognize pro-rata within the next twelve months. The non-current contract liabilities of $6,303,392 as of June 30, 2025 represent the portion of the contract value that is expected to be recognized pro-rata beyond the next twelve months. If the Digital Image License Agreement is terminated prior to the completion of the five-year term, then the customer will pay for the maintenance and support services annually in cash.

 

In December 2024, the Company entered into a series of contracts with Fortress which are considered related party transactions under which the Company will deploy and operate a fleet of mobile gas turbines and balance-of-plant inventory, providing management, sales and operations functions to Sawgrass in connection with the assets. In exchange for services performed under the Asset Management Agreement (“AMA”), the Company will invoice monthly under this cost plus fee contract. The Company received an advance cash payments and common units in Sawgrass (see Note 6). Sawgrass paid the Company $5.0 million in cash upon execution of the contract, which will be applied ratably on a monthly basis against amounts incurred under the AMA for a period of 12 months in 2025. In the event that the AMA is terminated within the first 12 months, any balance remaining of the advanced funds would be credited in full to Duos.

As of June 30, 2025 the balance pertaining to this contract is $2,500,000 for services performed and relates to the portion of the contract value the Company expects to recognize pro-rata within the next six months. The Company invoiced $6,866,903 in revenue under the AMA for the six months ended June 30, 2025 of which $2,500,000 was amortization of the deferred revenue.

 

The Company also concluded that the arrangement with Sawgrass is within the scope of ASC 606, Revenue from contracts with customers, and the common units issued to the Company by Sawgrass Parent represented non-cash consideration. The initial carrying value as of December 31, 2024 of $7.2 million was measured equal to the fair value of the common units received for future services to be performed under the AMA. The Company recorded $7.2 million of contract liabilities for services to be performed under the AMA which will be recognized over a period of two years (see Note 6). For the six months ended June 30, 2025, the Company recognized revenue in the amount of $1,808,250 associated with the AMA services. The Company initially recorded the equity method investment in Sawgrass of $7.2 million, equal to the fair value of the common units.

 

The Company will fully recognize $5.0 million in revenue pertaining to the AMA during 2025.

 

As of June 30, 2025, the balance in contract liabilities pertaining to the non-monetary (see Note 4) transaction agreement is as follows:

         
Calendar Year     Amount  
  2025     $ 1,096,242  
  2026       2,192,484  
  2027       2,192,484  
  2028       2,192,484  
  2029       822,181  
  Total Contract Liabilities     $ 8,495,875  

  

As of June 30, 2025, the balance in contract liabilities pertaining to the value of the equity method (see Note 6) interest will be recognized as revenue as follows:

         
Calendar Year     Amounts  
  2025     $ 1,808,250  
  2026       3,616,500  
  Contract Liability     $ 5,424,750  

 

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 five distinct revenue sources:

a. Technology Systems (Turnkey, engineered projects);

b. AI Technology (Associated maintenance and support services);

c. Technical Support (Operational support, asset management of power generation systems);

d. Consulting Services (Predetermined algorithms to provide important operating information to the users of our systems); and

e. Hosting (Deployment and operation of edge data centers, providing customers with cabinet space and related infrastructure service).

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

3. Our customers include rail transportation, and commercial.

4. Our technology systems and equipment projects fall into two types:

a. Transfer of goods and services over time.

b. Goods delivered at point in time.

5. Our services & maintenance contracts are fixed price and fall into two duration types:

a. Turnkey engineered projects and professional service contracts that are less than one year in duration and are typically one to two quarters in length; and

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

 

Quantitative:

  

For the Three Months Ended June 30, 2025

 Schedule of disaggregation of revenue                        
Segments   Technologies     Data Center Hosting & Related Services     Asset Management     Total  
Primary Geographical Markets                                
                                 
North America   $ 967,638     $ 8,000     $ 4,760,403     $ 5,736,041  
                                 
Major Goods and Service Lines                                
                                 
Turnkey Projects   $ 41,397     $     $     $ 41,397  
Maintenance and Support     926,241       8,000       4,760,403       5,694,644  
    $ 967,638     $ 8,000     $ 4,760,403     $ 5,736,041  
                                 
Timing of Revenue Recognition                                
                                 
Goods transferred over time   $ 41,397     $     $     $ 41,397  
Services transferred over time     926,241       8,000       4,760,403       5,694,644  
    $ 967,638     $ 8,000     $ 4,760,403     $ 5,736,041  

 

 

  

For the Three Months Ended June 30, 2024

                         
Segments   Technologies     Data Center Hosting & Related Services     Asset Management     Total  
Primary Geographical Markets                                
                                 
North America   $ 1,510,496     $     $     $ 1,510,496  
                                 
Major Goods and Service Lines                                
                                 
Turnkey Projects   $ 264,999     $     $     $ 264,999  
Maintenance and Support     1,245,497                   1,245,497  
    $ 1,510,496     $     $     $ 1,510,496  
                                 
Timing of Revenue Recognition                                
                                 
Goods transferred over time   $ 264,999     $     $     $ 264,999  
Services transferred over time     1,245,497                   1,245,497  
    $ 1,510,496     $     $     $ 1,510,496  

 

For the Six Months Ended June 30, 2025

                         
Segments   Technologies     Data Center Hosting & Related Services     Asset Management     Total  
Primary Geographical Markets                                
                                 
North America   $ 2,005,073     $ 8,000     $ 8,675,153     $ 10,688,226  
                                 
Major Goods and Service Lines                                
                                 
Turnkey Projects   $ 106,081     $     $     $ 106,081  
Maintenance and Support     1,898,992       8,000       8,675,153       10,582,145  
    $ 2,005,073     $ 8,000     $ 8,675,153     $ 10,688,226  
                                 
Timing of Revenue Recognition                                
                                 
Goods transferred over time   $ 106,081     $     $     $ 106,081  
Services transferred over time     1,898,992       8,000       8,675,153       10,582,145  
    $ 2,005,073     $ 8,000     $ 8,675,153     $ 10,688,226  

   

 

For the Six Months Ended June 30, 2024

                         
Segments   Technologies     Data Center Hosting & Related Services     Asset Management     Total  
Primary Geographical Markets                                
                                 
North America   $ 2,581,176     $     $     $ 2,581,176  
                                 
Major Goods and Service Lines                                
                                 
Turnkey Projects   $ 534,854     $     $     $ 534,854  
Maintenance and Support     2,046,322                   2,046,322  
    $ 2,581,176     $     $     $ 2,581,176  
                                 
Timing of Revenue Recognition                                
                                 
Goods transferred over time   $ 534,854     $     $     $ 534,854  
Services transferred over time     2,046,322                   2,046,322  
    $ 2,581,176     $     $     $ 2,581,176  

  

Revision of Disaggregation of Revenue

 

For the three and six months ended June 30, 2025 and 2024, the Company has revised the presentation of disaggregated revenue compared to the presentation included in our Form 10-Q for the quarter ended June 30, 2024. The revision was made to better align with the nature, timing, and uncertainty of revenue and cash flows arising from our contracts with customers. Comparative amounts for the prior period have been reclassified where necessary to conform to the current period presentation. These changes did not impact consolidated revenue previously reported.