DTST 2026 年第二季法說會：營收成長 9.3%，併購案源活絡

重點摘要

• Data Storage Corporation (NASDAQ: DTST) 公布 2026 財年第二季持續營運部門營收為 35.9 萬美元，年增 9.3%，主要得益於 Nexus 的新客戶加入以及原有客戶的支出增加。
• 毛利成長 21.9% 至 16.8 萬美元；毛利率受惠於有利的產品銷售組合與營運槓桿，從 42.1% 提升至 47.0%。
• 由於推銷、一般及管理費用 (SG&A) 增加 33.2% 至 150 萬美元，歸屬於普通股股東的淨虧損自 73.2 萬美元擴大至 120 萬美元。
• 截至 2026 年 6 月 30 日，DTST 擁有約 930 萬美元的現金及可轉讓有價證券，且無長期債務。
• 管理層正在評估 AI 基礎設施、資安、通訊及軟體領域的收購機會，主要篩選條件包括經常性收入、可預測的現金流以及具能力的管理團隊。
• 公司目標是在 45 至 60 天內簽署無約束力的意向書，並於 2026 年第四季或 2027 年第一季完成交易，但管理層強調目前尚無交易進入可推進階段。

關鍵財務數據

SG&A 費用的增加包括非現金股份酬勞增加 32.8 萬美元（增幅 99.1%），以及法律與諮詢服務相關專業費用增加 5.8 萬美元（增幅 26.2%）。

業務與營運表現

在 2025 年 9 月 11 日以 4,000 萬美元出售 Cloud First 後，DTST 的持續營運部門主要由其 Nexus 子公司組成。

Nexus 提供託管企業語音、網際網路、資料傳輸與 SD-WAN 服務。其第二季的成長反映了新客戶的加入、原有客戶支出的增加，以及語音和資料連線服務更廣泛的採用。

管理層將 Nexus 描述為 DTST 經常性收入的營運基石。公司計畫在支援其成長的同時，積極尋求對 GPU 基礎設施、AI 應用軟體、資安及電信領域的收購與戰略投資。

DTST 將出售可轉讓有價證券所得的 2,950 萬美元，用於透過於 2026 年 1 月 15 日截止的要約收購買回普通股。

管理層展望

管理層表示，其併購追蹤清單中已審視約 124 家公司。部分機會已進入進一步盡職調查階段，但 DTST 尚未準備好執行任何交易。

公司優先考慮具有成熟產品、經常性收入、穩固客戶關係、可持續盈利潛力，且管理團隊願意留任的企業。潛在的交易結構可能結合前期現金、股票以及與績效掛鉤的附加對價 (earn-outs)。

執行長 Charles Piluso 表示，DTST 希望在 45 至 60 天內簽署無約束力的意向書。在找到符合其戰略與財務標準標的前提下，管理層的目標是在 2026 年第四季或 2027 年第一季前完成交易。

風險與關注焦點

• DTST 仍處於虧損狀態，隨著股份酬勞與專業費用的增加，單季淨虧損進一步擴大。
• 管理層指出，賣方不切實際的估值是併購市場的主要障礙。
• 公司尚未選定收購標的，並強調將保留資本，而不是追求不符合其標準的交易。
• 管理層指出，DTST 的可用現金限制了交易規模，這提高了附加對價 (earn-outs) 與嚴謹交易結構的重要性。
• 目前正在評估的部分機會涉及困境企業或需要新資金的業務，這帶來了執行與整合上的不確定性。

分析師問答焦點

當被問及併購環境時，管理層表示許多借殼上市 (reverse-merger) 的候選對象缺乏營收或帶有缺乏支撐的高估值。DTST 對具備可用智慧財產權、客戶需求及可靠領導層的利基型資安軟體、GPU 基礎設施、主權 AI 與通訊業務更感興趣。

管理層亦確認，當取得資金變得困難時，先前評估過的公司可能會帶著更切合實際的條件重新接洽。DTST 聘請在軟體、資安及 GPU 基礎設施方面擁有經驗的外部技術顧問，以評估產品與市場可行性。

在交易結構方面，管理層表示偏好收購一家公司或多數股權，將業務併入新的子公司並提供成長資金。前期對價可能會與掛鉤績效基準的附加對價結合。

法說會完整逐字稿

完整財報電話會議逐字稿

管理層陳述

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.

分析師問答

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.