Annual report [Section 13 and 15(d), not S-K Item 405]

REVENUES AND CONTRACT ACCOUNTING

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REVENUES AND CONTRACT ACCOUNTING
12 Months Ended
Dec. 31, 2025
Revenues And Contract Accounting  
REVENUES AND CONTRACT ACCOUNTING

NOTE 11 – REVENUES AND CONTRACT ACCOUNTING

 

Revenue Recognition and Contract Accounting

 

The Company generates revenue from six 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; (5) Hosting and (6) Technology Solutions.

 

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 costs incurred to total estimated costs.

 

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

           
    2025     2024  
Cumulative revenues recognized   $ 10,022,709     $ 9,916,761  
Less: Billings or cash received     (9,280,987 )     (9,280,987 )
Contract Assets   $ 741,722     $ 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 December 31, 2025 and December 31, 2024, contract liabilities consisted of the following:

 

Year ended December 31, 2025

                                   
   

Technology

 Systems

    Services and Consulting     Technology Solutions     CN Digital Agreement     Services and Consulting-
Related Parties
    Total  
Beginning balance at December 31, 2024   $ 403,634     $ 592,400           $ 9,592,118     $ 12,233,000     $ 22,821,152  
Revenue recognized from the beginning balance     (269,303 )     (592,400 )                 (8,616,500 )     (9,478,203 )
Billings during the year           1,014,159       1,132,164                   2,146,323  
Revenue recognized from current billings           (844,790 )           (1,461,657 )           (2,306,447 )
Impairment                       (8,130,461 )             (8,130,461 )
Ending balance at December 31, 2025   $ 134,331     $ 169,369     $ 1,132,164     $     $ 3,616,500     $ 5,052,364  
                                                 
Contract liabilities, less current portion   (134,331 )   (169,369 )   (1,132,164         (3,616,500 )   (5,052,364 )
Contract liabilities, non-current portion                                    

 

 

Year ended December 31, 2024

                                     
   

Technology

 Systems

    Services and Consulting     Technology Solutions     CN Digital Agreement     Services and Consulting-
Related Parties
    Total  
Beginning balance at December 31, 2023   $ 1,064,682     $ 601,561     $     $     $     $ 1,666,243  
Revenue recognized from the beginning balance     (661,048 )     (601,561 )                     (1,262,609 )
Billings during the year           1,578,293             11,161,428       13,154,562     25,894,283  
Revenue recognized from current billings           (985,893 )           (1,569,310 )     (921,562 )   (3,476,765 )
Impairment                                  
Ending balance at December 31, 2024   $ 403,634     $ 592,400     $     $ 9,592,118     $ 12,233,000     $ 22,821,152  
                                                 
Contract liabilities, less current portion   (403,634 )   (592,400 )         (2,192,484 )   (8,616,500 )   (11,805,018 )
Contract liabilities, non-current portion                     7,399,634     3,616,500     11,016,134  

 

Technology Systems

 

At December 31, 2025 and 2024 contract liabilities, technology systems consisted of the following:

             
    December 31,  
    2025     2024  
Billings and/or cash receipts on uncompleted contracts   $ 1,264,658     $ 1,264,658  
Less: Cumulative revenues recognized   $ (1,130,327 )   $ (861,024 )
Contract liabilities, technology systems, current   $ 134,331     $ 403,634  

  

The Company expects to recognize all current contract liabilities within 12 months from the respective consolidated balance sheet date.

 

CN Digital Agreement

 

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 7) and another $1,569,310 was recognized in 2024. During the year ended December 31, 2025, the Company recognized revenue of $1,461,567 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 7). 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 zero for just this contract as of December 31, 2025 relate to the portion of the contract value the Company expects to recognize pro-rata within the next twelve months. The Company performed a recoverability test as of December 31, 2025 by comparing the carrying amount of the asset to the sum of its estimated undiscounted future cash flows. The Company determined that the carrying amount of the asset was not recoverable, as estimated undiscounted future cash flows were negligible. The Company measured the impairment loss based on the asset’s estimated fair value as of December 31, 2025. Given the absence of historical or expected future cash flows, the lack of an observable market for the asset, and the ongoing contractual dispute, the Company determined that the fair value of the CN Digital Image data rights License was zero.

 

Accordingly, the Company recorded an impairment of $8,130,461, representing the full carrying amount of the CN Digital Image License. Because the asset was originally recognized as part of a non-cash exchange with a corresponding deferred liability offset recorded on the balance sheet, the impairment was recorded by eliminating both the intangible asset and the related deferred liability. As a result, the impairment did not impact the Company’s consolidated statements of operations for the year ended December 31, 2025.

 

Services and Consulting Related Parties

 

In December 2024, the Company entered into a series of contracts with Fortress 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 received an advance cash payments and common units in Sawgrass (see Note 9). Sawgrass paid the Company $5.0 million in cash upon execution of the contract, which was 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 December 31, 2024, deferred revenue under the arrangement was $5.0 million, comprised of the $5.0 million advance payment. The Company recognized $5.0 million in revenue under the AMA during the year ended December 31, 2025.

 

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 deferred revenue for services to be performed under the AMA (see Note 9). During the year ended December 31, 2024, the Company did not recognize any revenue associated with the AMA. The Company initially recorded the equity method investment in Sawgrass of $7.2 million, equal to the fair value of the common units as of December 31, 2024.

 

As of December 31, 2025, the balance in contract liabilities pertaining to the value of the equity method interest will be recognized as revenue as follows:

     
Calendar Year   Amounts  
2026     3,616,500  
Contract Liabilities   $ 3,616,500  

 

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 six 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); and

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

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

f. Technology Solutions - delivers manufacturer-agnostic infrastructure sourcing, integration, and value-added

supply chain services supporting data center, AI, and enterprise deployments

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 year Ended December 31, 2025

                             
Segments   Technologies    

 

 

Technology Solutions

    Data Center Hosting & Related Services     Asset Management     Total  
Primary Geographical Markets                                        
                                         
North America   $ 4,261,642     $ 349,166     $ 56,000     $ 22,356,843     $ 27,023,651  
                                         
Major Goods and Service Lines                                        
                                         
Turnkey Projects   $ 373,270     $     $     $     $ 373,270  
Maintenance and Support     3,888,372       349,166       56,000       22,356,843       26,650,381  
    $ 4,261,642     $ 349,166     $ 56,000     $ 22,356,843     $ 27,023,651  
                                         
Timing of Revenue Recognition                                        
                                         
Goods transferred over time   $ 373,270       349,166     $     $     $ 722,436  
Services transferred over time     3,888,372             56,000       22,346,843       26,301,215  
    $ 4,261,642     $ 349,166     $ 56,000     $ 22,356,843     $ 27,023,651  

 

 

For the year Ended December 31, 2024

                               
Segments   Technologies    

 

 

Technology Solutions

    Data Center Hosting & Related Services     Asset Management     Total  
Primary Geographical Markets                                        
                                         
North America   $ 6,359,323     $     $     $ 921,562     $ 7,280,885  
                                         
Major Goods and Service Lines                                        
                                         
Turnkey Projects   $ 2,252,357     $     $     $     $ 2,252,357  
Maintenance and Support     4,106,966                   921,562       5,028,528  
    $ 6,359,323     $     $     $ 921,562     $ 7,280,885  
                                         
Timing of Revenue Recognition                                        
                                         
Goods transferred over time   $ 2,252,357     $     $     $     $ 2,252,357  
Services transferred over time     4,106,966                   921,562       5,028,528  
    $ 6,359,323     $     $     $ 921,562     $ 7,280,885  

 

Revision of Disaggregation of Revenue

 

For the year ended December 31, 2025 and 2024, the Company has revised the presentation of disaggregated revenue compared to the presentation included in our Form 10-K for the year ended December 31, 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.