DTST 2026年第2四半期決算説明会：売上高は9.3%増加、M&Aパイプラインが活発

主要なポイント

• データ・ストレージ・コーポレーション（NASDAQ: DTST）が発表した2026年第2四半期の継続事業からの売上高は、新規Nexus顧客の獲得や既存顧客の支出増に牽引され、前年同期比9.3%増の35万9,000ドルとなりました。
• 売上総利益は21.9%増の16万8,000ドルとなり、好調な販売ミックスと営業レバレッジ効果により、売上総利益率は前年同期の42.1%から47.0%に改善しました。
• 販売費及び一般管理費（SG&A）が33.2%増の150万ドルに増加したため、普通株主に帰属する純損失は前年同期の73万2,000ドルから120万ドルに拡大しました。
• DTSTの2026年6月30日時点における現金および有価証券の残高は約930万ドルで、長期有利子負債はありません。
• 経営陣は、AIインフラ、サイバーセキュリティ、通信、ソフトウェア分野における買収機会を検討しており、継続的な収益（リカーリングレベニュー）、予測可能なキャッシュフロー、優秀な経営陣などを主な選定基準としています。
• 同社は45〜60日以内に法的拘束力のない意向表明書（LOI）に署名し、2026年第4四半期または2027年第1四半期に取引を完了させることを目指していますが、経営陣は現時点で進展可能な案件はないと強調しました。

主要財務データ

SG&Aの増加には、非現金株式報酬費用が32万8,000ドル（99.1%）増加したことや、法務およびコンサルティングサービス関連の専門家報酬が5万8,000ドル（26.2%）増加したことが含まれます。

業績および事業状況

2025年9月11日にCloud Firstを4,000万ドルで売却したことを受け、DTSTの継続事業は主に子会社Nexusで構成されています。

Nexusは、マネージド型の法人向け音声、インターネット、データ輸送、およびSD-WANサービスを提供しています。第2四半期の成長は、新規顧客の追加、既存顧客の支出増、ならびに音声およびデータ接続サービスの採用拡大を反映しています。

経営陣はNexusをDTSTの継続課金収入（リカーリングレベニュー）をもたらす事業基盤と位置付けています。同社は、GPUインフラ、AI活用ソフトウェア、サイバーセキュリティ、通信分野での買収や戦略的投資を推進する一方で、Nexusの成長を支援していく方針です。

DTSTは、2026年1月15日に締め切られた株式公開買付け（TOB）を通じ、有価証券の売却益のうち2,950万ドルを普通株式の自社株買いに充当しました。

経営見通し

経営陣によると、M&A追跡リストには検討対象として約124社が含まれています。複数の案件が詳細なデューデリジェンスの段階に進んでいますが、DTSTはまだ取引を実行する段階には至っていません。

同社は、確立された製品、継続的な収益、安定した顧客関係、持続可能な収益力、および事業にとどまる意向のある経営陣を備えた企業を優先しています。想定される取引構造としては、初期支払現金、株式、および業績連動型アーンアウトの組み合わせなどが挙げられます。

チャールズ・ピルーソCEOは、DTSTが45〜60日以内に法的拘束力のない意向表明書（LOI）に署名したい考えを示しました。経営陣の目標は、戦略的および財務的基準を満たす案件が見つかることを条件として、2026年第4四半期または2027年第1四半期までに取引を完了させることです。

リスクおよび注目ポイント

• 株式報酬費用や専門家報酬の増加に伴い四半期純損失が拡大しており、DTSTは赤字状態が続いています。
• 経営陣は、売却希望者による非現実的な企業評価（バリュエーション）をM&A市場における主要な障害として挙げています。
• 同社は買収対象企業を決定しておらず、自社の基準を満たさない取引を追及するよりも手元資金の保全を優先すると強調しました。
• 経営陣は、DTSTの手元資金が取引規模を制限する要因となっていると指摘し、アーンアウト構造や規律ある案件構造の重要性が高まっていると述べました。
• 検討中の案件の中には、経営破綻寸前の企業や新規資金を必要とする事業が含まれており、実行および統合に関する不確実性が生じています。

アナリスト質疑応答の要点

M&A環境について問われた経営陣は、多くの逆さ合併（リバースマージャー）候補企業には売上高が欠如しているか、裏付けのない評価額が設定されていると述べました。DTSTは、実用的な知的財産、顧客需要、および信頼できる経営陣を備えた、ニッチなサイバーセキュリティ・ソフトウェア、GPUインフラ、ソブリンAI、通信事業により強い関心を示しています。

また、経営陣は、資金調達が困難になった際に、過去に検討した企業がより現実的な条件で交渉に戻ってくるケースがあることを確認しました。DTSTは、ソフトウェア、サイバーセキュリティ、GPUインフラの経験を持つ外部の技術アドバイザーを活用し、製品および市場での実現可能性を評価しています。

取引構造について、経営陣は企業または過半数株式を取得し、その事業を新会社（子会社）に配置した上で成長資金を提供する形を好むと説明しました。初期の対価は、業績ベンチマークに連動したアーンアウトと組み合わされる可能性が高いとしています。

決算説明会文字起こし全文

決算説明会の完全なトランスクリプト

経営陣による説明

Operator

Thank you. Greetings and welcome to the Data Storage Corporation second quarter 2026 earnings call. [Operator Instructions] This conference is being recorded. It is now my pleasure to introduce Alexandra Schilt, Investor Relations. Thank you. You may begin.

Alexandra Schilt

Thank you. Good morning, everyone, and welcome to Data Storage Corporation's 2026 Second Quarter Business Update Conference Call. The call with us this morning are Chuck Piluso, Chairman and Chief Executive Officer, and Christos Panagiotakos, Chief Financial Officer. The company issued a press release this morning containing its 2026 second quarter financial results, which is also posted on the company's website. If you have any questions after the call or would like any additional information about the company, please feel free to reach out to us at the company's website. Please contact Crescendo Communications at 212-671-1020.

Before we begin, please note that today's call contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially due to various risks and uncertainties described in the company's filings with the SEC. Except as required by law, the company assumes no obligation to update or revise forward-looking statements. I'd now like to turn the call over to Chuck Piluso. Please go ahead, Chuck.

Charles Piluso

Thank you, Ali. Good morning, everyone. We appreciate everyone joining us today. The second quarter advanced transformation of Data Storage Corporation following the sale of Cloud First. Operating from a focused position with a clear mandate, deploy capital with discipline, explore acquisitions, building sustainable recurring revenue, consider opportunities for merging, and meaningful value for shareholders. There are three points I want investors to take away from this call today. First, Nexus is performing. The revenue from continuing operations increased 9.3% year over year, and the business delivered year-over-year growth in both revenue and gross profit. Nexus gives us recurring revenue and operating foundation in communications and connectivity while we execute a broader strategy.

Second, our balance sheet, it gives us the ability to act. We ended the period with approximately $9.3 million in cash and marketable securities and no long-term debt, as well as a streamlined corporate structure. That capital is something we intend to deploy. We're not deploying capital just for the sake of doing transactions. We intend to be selective, valuation conscious, and focused opportunities where we believe we can build durable earning power. Third, our strategic pipeline is active. We are evaluating businesses and opportunities across AI infrastructure, cybersecurity, communications, software, and other related technology markets. Common thread is straightforward, becoming revenue, predictable cash flow, strong customer relations, capable management teams, and a path to operational and financial growth.

Our strategy is simple. Partner with technology businesses that have compelling products but need resources and capital to scale. We are focused on areas including GPU infrastructure, AI-enabled software, cybersecurity, and telecommunications. We believe the NASDAQ-listed platform and operating experience and our capital position can be meaningful advantages when paired with the right business. We're not trying to assemble a collection of unrelated assets. We're working to build a portfolio of technology businesses that are synergistic and the potential to scale. We also believe our current structure gives us several ways to create value. An acquisition adds recurring revenue and earnings. A strategic investment or partnership can provide exposure to attractive markets while allowing us to manage the risk. And internally developed initiatives can create additional opportunities when they are supported by customer demand.

We are maintaining discipline around valuation and structure. Having capital available does not mean we need to deploy it immediately. We would rather preserve our flexibility than pursue a transaction that does not meet our strategic and financial criteria. When we commit shareholder capital, we want a clear rationale for why that business belongs within DTST, and how that investment can create value over time. That framework also shapes how we evaluate acquisitions. We are looking beyond headline revenue growth. We want businesses where the quality of the revenue is attractive, where customers have a reason to stay, and where the underlying economics can support sustainable earnings over time. We also want management teams to know their markets and can continue to operate as part of a larger platform.

Let me spend a few moments on Nexus. Nexus provides fully managed business voice, internet, data transport, and SD-WAN solutions designed to help you. For the enterprise is enterprise grade reliability and a simplified operation. Its model is built around recurring revenue, high-touch support, and integrated connectivity. For customers, that can mean fewer vendors, better visibility, greater resiliency, and a single point of accountability. For DTST, it provides a stable operating base as we pursue our next stage of growth. Our objective is to continue supporting Nexus while remaining focused on the larger opportunity in front of us. Using the platform and the capital we have today to expand the scale and earnings capacity of the company. We believe the combination of existing recurring revenue business and disciplined growth can create a stronger and more valuable enterprise over time.

The 9.3% year-over-year increase in revenue from continuing operations is encouraging because it demonstrates that this operating foundation continues to move forward while we pursue a broader strategy. Review Nexus not simply as a legacy business, but as an operating asset that gives DTST recurring customer relations opportunities, market presence, and practical experience supporting critical enterprise communications environments. We believe the work we are doing now can materially reshape DTST over time. The opportunity is to take a focused public company platform, a growing recurring revenue operating business, and available capital and use those assets to build a greater scale and stronger earning power.

Today, DTST defined by focus and optionality, we have an operating business that is growing, a debt-free capital structure, a clear acquisition framework. We do not need to force a transaction. We can wait for the right opportunity. And when we find it, we believe we have the platform and resources. Our priority is not activity. It is value creation. Now I'd like to turn it over to Christos Panagiotakos, our CFO, for a review of the financial results. Chris?

Chris Panagiotakos

Thank you, Chuck. Good morning, everyone. As previously discussed, on September 11, 2025, we closed the sale of our Cloud First business for $40 million. As a result of the transaction in accordance with auditing and reporting standards, our ongoing financial reporting now reflects only our continuing operations, particularly, our Nexus subsidiary. Sales from continuing operations were $359,000 for the three months ended June 30, 2026, an increase of $31,000 or 9.3% compared to $328,000 in the prior year period. The increase was primarily attributable to continued growth in our Nexus voice and data solutions business, driven by the addition of new customers and increased spending from existing customers. Revenue growth during the period reflects continued demand for our voice and data connectivity solutions, and expansion of services within our existing customer base.

Gross profits for the three months ended June 30, 2026, was $168,000, an increase of $30,000 or 21.9% compared to $138,000 in the prior period. Our gross profit margin improved to 47% from 42.1% in the prior period, driven by favorable sales mix and operating leverage. Selling, general and administrative expenses for the three months ended June 30, 2026, increased $362,000 or 33.2% to $1.5 million from $1.1 million for the three months ended June 30, 2025. The increase was primarily driven by a $328,000, or 99.1%, increase in non-cash stock-based compensation as a result of grants to certain executives and employees, and increase in professional fees of $58,000, or 26.2%, attributable to higher fees paid relating to legal and consulting services during the period.

Net loss attributable to common shareholders for the three months ended June 30, 2026, was $1.2 million compared to the net loss of $732,000 for the three months ended June 30, 2025. We ended the quarter with cash and marketable securities of approximately $9.3 million at June 30, 2026. We used $29.5 million of the proceeds from the sales of marketable securities to repurchase common stock from our shareholders in connection with the tender offer, which closed on January 15, 2026. Thank you. I will now turn the call back to Chuck.

Charles Piluso

Thanks, Chris.

Operator

Let's open up the call for some questions. [Operator Instructions] Your first question comes from Matthew Galinko with Maxim Group. Please state your question.

質疑応答

Matthew Galinko

Maybe if we could start with what you're seeing in the M&A environment and what would you say the biggest hurdle is today? Businesses that you don't necessarily have line of sight to, you know, recurring or scalability and sustainability, or are valuations sort of, you know, not in a place where you'd find really, I'm just curious what you're seeing and how that's changing over time.

Charles Piluso

Thanks, Matt, and good morning. Thank you for that question. I will tell you, since we signed the deal with Performive, which is owned by Renovus, private equity that we had sold, and then we had the shareholder vote in September of 2025, since that July signing, we've had a lot of problems. We started working on looking at M&A transactions. And we looked at conservatively people from different firms were approaching us to do a reverse merge and say, you know, reverse merge into the company. And then as you look at these companies to see how it would improve shareholder value, you know, we find that there is a pre-revenue biotech, you know, everybody's going to have a $1 billion value in a short period of time. So it was kind of disappointing. So when we look at things like reverse merge, if we actually saw something that was a real solid company, and I say, we looked at over probably 15 people calling us, you know, it really wasn't a strategy of ours to do that, but it's something fantastic came up, well, you've got to look at it. We just didn't see that.

On the other side, you look at some of the valuations and what happens, some of these companies, they go out, I'll give you a very simple example that, you know, they're at $5 million to $6 million in revenue. They have a $500 million valuation and they raise some money from friends and family. So there's a lot of unrealistic, no one's going to write a check out for $500 million for them. And so you're seeing a lot of unrealistic acquisitions. Kind of we have a few different paths. So what we're looking at is there could be distressed companies, for example, that have cyber software, and they got caught up with either bad debt, out of covenant, but they own IP, they have patents filed. And so now, you know, a cybersecurity software, just as an example. So when we see that and we see the management team is pretty solid on things, but got in a little trouble, we like things like that because we know that it has legs. We can pick up the software, let's say, now put some of our experience behind that, put some capital in and then grow that, maybe building a SOC or just selling the software, whatever. So things like that interest us.

We looked at some telecom. You know, with the telecom stuff, although it's just a fantastic business, not on the climb. If you take Packet8 and I just round numbers out, you know, they have like $700 million, $800 million in revenue. Their market cap is like $200 million to $300 million. But it's solid recurring revenue and a lot of folks today, you know, Microsoft Teams ate a lot of their lunch. But when you look at that, that Nexus actually integrates with Teams. So there's integration that goes on with that, and you have a phone company that you can call. So we think that that's good, and that's good for growth, and John and his group does a fantastic job at Nexus.

But we're looking more at a little of Sovereign AI. You know, we believe that we're not running to put up a new cloud. Basically a year ago I wanted to, quite frankly. So we're looking at these niche kind of plays that are not yet ready, but they will be ready. The business that we were in for 25 years, believe that we might be able to build something that is going to lead to compliance. Let's say, as an example, with regulated industries that they're not allowed really to use the cloud, it needs to be a private build. So we're looking seriously at companies that actually install Sovereign AI and then have some of that talent to be able to take it to another level that I have some plans for, but we're not there on it.

So I would say cyber, niche play, GPU infrastructure, companies that have assets or IP, but we've looked at many, many, many companies. I mean, I think on our tracker, it says like 124. And we're finding a few, you know, and we have stuff, we have things that are lined up that, you know, we're looking at, you know, further due diligence on it, but we're not ready to pull the trigger on anyone. But the biggest thing is the management team. And if they have a product that can be delivered and there's a requirement for it. But so many folks have outrageous valuations that go on. And so, you know, so I don't know if that helps with the question, but I think it gives you a feel that we've been really, really active with it. And we continue to every, every week. And we have a number of different banks that we're working with that are sending deals in or approaching us.

Matthew Galinko

That's super helpful and I appreciate the color. Maybe just as a follow-up to that process, do you, for maybe the more attractive type opportunities that maybe have unrealistic valuations today, but need capital and might not be able to raise, might not have access or can't re-raise at the levels that they want. Do you expect or do you expect any of those to potentially come back, you know, six months from now, a year from now with maybe a more reasonable ask or, you know, is that part of the strategy as you kind of remain patient and sort of have different assets and different, you know, levels of engagement?

Charles Piluso

There's one exact company that we looked at a while ago, over a year ago, could be close to two years. And they came back and we're having discussions and meeting with folks. We're just real careful. We have a group of technical advisors that we can actually, according to who it might be, it might be someone that actually specializes, for example, in software, you know, as it relates to cybersecurity. So we have the folks that can evaluate this. Yes, I'm not a software person, you know, at all. But we do have the talent that can look at the GPU infrastructure, the niche place, you know, that were out of Amazon, Google, and it just goes on, Deloitte. It's just so we have a very, very solid group that gets involved.

Once we say, oh, this management team is good, we like them, their forecasts are too big, let's make that more reasonable, see where it goes, and then as we get into the product we get the advisors involved, and they've been involved in a number of things that we're looking at. So it's from that point of view that they do come back. They do come back because, you know, it's difficult to raise money at that size company and they all need access to capital. We have the NASDAQ company. We can use that and, you know, the $10 million. It gives us a lot of runway and some money to spend. But we're just real careful. We have to see something that, you know, based on just use my experience and we have some really good committees off the board that can actually help launch products on the go-to-market plans. But one company did come back in answer to your question.

Matthew Galinko

Great. Thank you.

Operator

Your next question comes from Robert Jordan with TSA Capital. Please state your question.

Robert Jordan

Chuck, given where your stock is currently trading, how do you view your company's valuation and does it factor into your M&A outlook?

Charles Piluso

Well, first of all, we're trading below our liquidation value right now. I mean, we have $10 million in the bank. You divide that out if you want to add any value to the public company. So I don't know, but you know, we would use a portion of our cash and anything that we do that we're buying a smaller company. It would be based on some sort of earn-out as it relates to cash and stock. You know, we would issue some of the cash, but we rather buy the company, a company or a majority of the company, place it in a new subsidiary, and we put fresh capital into that to make them grow. And people have to prove that whatever we're buying has legs, that they can grow it, and then doing that benchmarking.

And I think it's reasonable. If they believe in the company, there's no reason why they wouldn't agree to it. When we see these numbers sometimes, we taper it down. Because it's just, you know, they just be talking to somebody they were $15 million, they say within a short period, they'd be at $25 million, another short period, they'd be at $40 million. You know, and it's like, okay, you know, it's just unrealistic. I've been around too many years to say, I think that's really great that you can do that. I just necessarily don't want to participate in that play. But I don't know if that answers the question to you. But we're trading below liquidation value and whatever we build in will be built in with earn-outs, even though there could be cash according to what their revenue and their profit is, you know, based on that.

There'd be upfront money and some of it would need to be on earn-out. And we are limited by cash. I'd love to have $20 million in the bank, but we're going to be careful with it.

Robert Jordan

No, that answer, that's very helpful. Just one other question I have. How do you think about the timeline for your potential M&A activity? What should us investors expect over the coming quarters?

Charles Piluso

I would love to get, let's say, an LOI signed that's non-binding, you know, within let's call it 60 days, you know, 45 to 60. And I'd love to close something, you know, towards the end of the year or definitely the first quarter. I mean, our objective is to get a deal done, frankly, you know, at the end of the fourth quarter. That's our objective. I'm impatient and I've been very patient with it, but the deals just keep coming in and we just want to pick the right one. But I just explained how we structure some of the things and every deal is a little bit different, but I'd love to get a deal done in the fourth quarter.

Robert Jordan

Thanks, Chuck. That answered my question. Good luck with the acquisition strategy.

Operator

Thank you very much. Thank you, Robert. There are no further questions at this time, so I'll hand the floor back over to Chuck Piluso for closing remarks.

Charles Piluso

Thank you. Thank you all for the questions. Appreciate it. Gives us an opportunity to go a little deeper on some of the things that we feel we're in the direction of. As we look forward, I believe that the company is in a very strong position and we have recurring revenue operating business in Nexus. We've got a solid capital position. And when we say long-term debt, I believe that we don't have any debt, you know, when you look at that, but we'll say no long-term debt. We have a very streamlined corporate strategy that gives us flexibility to pursue these opportunities that we believe that we can enhance their value, and in turn our value, the shareholder value. Our priority now is execution. We are actively evaluating M&A opportunities across several areas of technology.

We are not going to pursue transactions simply for the sake of getting bigger. And we're looking for quality business with quality leadership, recurring revenue and established customer base, strong management teams that are willing to stay and grow the business and the potential to generate more sustainable earnings and cash flow. Do so in a way that we believe can create long-term value for our shareholders. At the same time, we intend to continue building on that momentum at Nexus and strengthening the operating foundation of the company. Nexus continues to provide us with a stable recurring revenue base, established customer relationships, and exposure to ongoing demand for enterprise connectivity solutions. We believe that foundation gives us a solid platform as we evaluate opportunities and broaden our scale, our revenue base and improve our long-term earnings and profile of the company.

Ultimately, the next phase for DTST is about translating our financial flexibility, our operating platform and experience into greater scale, stronger earnings power, and increased shareholder value. Today, for some reason, as I mentioned before, we trade below our cash and marketable securities. However, we recognize that results, not intentions, will determine our success, and our team is focused on delivering measurable progress. We appreciate the continued support from our shareholders, employees, our customers, partners, and we look forward to updating you as we execute on these objectives.

Operator

Thank you for joining us today. This concludes today's conference. Thank you for participating. You may now disconnect. Have a good day.