NASDAQ / Last 4 quarters

DTST earnings call analysis

Data Storage Corporation. AI-assisted transcript summaries focused on management tone, evasions, goalpost moving, catalysts, risks, and data-center exposure.

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Research summary and source transcript

failedJun 10, 2026

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FY2026 Q1 earnings call transcript

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Research summary and source transcript

readyJun 10, 2026

Data Storage Corporation completed a transformative fiscal year 2025 by selling its CloudFirst subsidiary for $40 million, generating $31.6 million in net proceeds and a $20.1 million gain, returning $29.3 million to shareholders via a tender offer, and resetting to a debt-free position with over $10 million in capital. The core operating business, Nexus, delivered modest 13.4% year-over-year revenue growth to $1.4 million with improving gross margins of 44.4% and reduced customer concentration. Management has shifted focus to becoming an acquisition platform targeting AI-enabled vertical SaaS, GPU infrastructure, cybersecurity, and SOC-related services, though no acquisitions or definitive opportunities have been disclosed.

Management knows today that they have completed the CloudFirst sale, returned capital via tender offer, and hold approximately $41 million in cash as of December 31, 2025, with a clear mandate to deploy capital into acquisitions in AI-related and recurring revenue technology markets. The market likely does not yet know which specific targets are under evaluation, the valuation multiples or deal structures being considered, the timeline for first acquisition, or whether the Nexus business can sustain growth sufficient to support a platform strategy without dilution. These forward-looking elements—deal pipeline, execution timing, and operational scalability of Nexus as a standalone entity—represent the information gradient, as they are not disclosed in the transcript and will only become clear over the next 6-24 months through subsequent announcements or filings.

The business engine is driven by: (1) capital deployment discipline in acquiring high-quality, recurring revenue technology businesses; (2) operational performance and margin expansion of the Nexus subsidiary as a cash-generative core; and (3) strategic selection of acquisition targets in large, growing markets such as AI-enabled vertical SaaS and GPU infrastructure where the company believes it can add value through synergies or operational improvement.

  • Capital return to shareholders via tender offer and commitment to allocate capital responsibly
  • Transformation from CloudFirst to Nexus as the core operating business
  • Pursuit of acquisitions in AI-related and recurring revenue technology markets
  • Improvement of Nexus through reduced customer concentration and margin expansion
  • Expectation of declining corporate overhead post-divestiture
  • Focus on disciplined, accretive capital deployment for long-term value creation
  • Detailed discussion of attending the NVIDIA conference and perceived opportunities in AI infrastructure
  • Enthusiasm about evaluating 21 companies across AI SaaS, MSP, and VoIP sectors
  • Emphasis on the 'incredible' pace of innovation and investment in AI-driven workloads
  • Excitement about potential joint ventures or software rollouts with MSPs developing AI tools
  • Confidence in having a 'clear and credible path to value creation' in targeted markets

Management displays a candid and reflective tone, acknowledging the non-recurring nature of FY2025 profitability and emphasizing transparency about the distinction between one-time gains and sustainable earnings power. The CEO speaks with conviction about capital discipline and shareholder returns, while avoiding overpromising on near-term acquisition timelines. There is no evidence of evasiveness or exaggeration; instead, leadership appears grounded in the current state of the business and realistic about the early stage of their acquisition strategy, which enhances credibility.

  • No clear dodged analyst question was detected by the local fallback; manual review should still check whether Q&A answers quantified conversion, margins, and guidance.
  • There may be a benchmark or metric-framing issue worth manual review, especially around adjusted metrics, timelines, or changed expectations.

The company's competitive position is not assessable based on the transcript. While management expresses confidence in their ability to identify and add value to targets in growing markets, there is no evidence of completed acquisitions, differentiated capabilities, or market share gains. The Nexus business shows modest growth and improved margins but operates in a niche voice and data connectivity space with no indication of competitive advantage. As a newly reset acquisition platform with significant capital but no platform history, DTST's ability to win in competitive technology M&A remains unproven.

  • CloudFirst transaction value: $40 million, generating $31.6 million in net proceeds and a $20.1 million gain
  • Shareholder return via tender offer: $29.3 million at $5.20 per share, reducing outstanding shares by ~72%
  • Cash, cash equivalents, and marketable securities: $41 million as of December 31, 2025 (up from $12.3 million prior year)
  • Nexus revenue: $1.4 million for FY2025, representing 13.4% year-over-year growth
  • Nexus gross margin: 44.4% for FY2025
  • 2026 estimated burn rate: ~$2 million for the year as a public company (per CFO)
  • Completion of CloudFirst sale and tender offer, resulting in debt-free balance sheet with ~$41 million cash
  • Nexus revenue growth of 13.4% year-over-year to $1.4 million with gross margin expansion to 44.4%
  • Reduction in customer concentration at Nexus, with no single customer exceeding 10% of revenue
  • Anticipated decrease in corporate overhead as CloudFirst-related employees transition to buyer
  • Active evaluation of acquisition opportunities in AI-enabled vertical SaaS, GPU infrastructure, and cybersecurity
  • Nexus revenue base remains small at $1.4 million, limiting scalability as a standalone platform
  • No acquisitions have been completed or definitively identified despite active evaluation
  • Dependence on successful integration of future acquisitions to drive earnings growth
  • Potential for overpayment or poor execution in competitive AI and technology M&A markets
  • Uncertainty regarding ability to sustain Nexus growth without additional investment in sales and marketing
  • Risk that capital deployment is delayed or unsuccessful, leaving excess cash earning low returns

The transcript indicates indirect and speculative exposure to data center trends through management's interest in GPU infrastructure and AI-enabled vertical SaaS, which are driven by AI workloads and data architecture modernization. However, there is no direct evidence that the company currently serves data center customers, owns data center assets, or generates revenue from data center-related services. The Nexus business is described as providing voice and data connectivity solutions, which may include some enterprise networking but is not explicitly tied to data center infrastructure. Management's focus on GPU infrastructure is framed as a potential acquisition target, not an existing operation, making any data center impact speculative and contingent on future deals.

  • What specific criteria are being used to evaluate acquisition targets in AI-enabled vertical SaaS and GPU infrastructure?
  • What is the expected timeline for completing the first acquisition post-tender offer?
  • What valuation multiples or deal structures are being considered for potential targets?
  • How will the company measure success in integrating acquisitions and achieving synergies?
  • What level of investment is planned to accelerate Nexus growth beyond organic trends?
  • How does the company plan to source proprietary deal flow in competitive technology M&A markets?

FY2025 Q4 earnings call transcript

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NASDAQ:DTST Q4 2025 Earnings Call Transcript Generated on 6/6/2026 Operator | Conference Operator: Greetings and welcome to the Data Storage Corporation fiscal year 2025 earnings call. At this time, all participants are in a listen-only mode. A question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. I would now like to turn the call over to your host, Ms. Alexandra Schultz, Investor Relations. Thank you. You may begin. Alexandra Schultz | Investor Relations: Thank you. Good morning, everyone, and welcome to Data Storage Corporation's 2025 fiscal year business update conference call. On the call with us this morning are Chuck Peluso, Chairman and Chief Executive Officer, and Chris Panagiotakos, Chief Financial Officer. The company issued a press release this morning containing its 2025 fiscal year 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 contact Crescendo Communications at 212-671-1020. Before we begin, please note that today's call contains forward-looking statements within the meeting 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 Peluso. Please go ahead, Chuck. Chuck Peluso | Chairman and Chief Executive Officer: Thank you. Good morning, everyone, and thank you for joining us. First, I would like to acknowledge the delay in reporting our fiscal year 2025 results. which was necessary to allow additional time to complete our year-end audit. This is primarily driven by the complexity of several significant transactions during the year, including the sale of our cloud-first subsidiary, the classification and settlement of many of our outstanding warrants, and the completion of a tender offer. However, we are pleased to be here today to discuss our results in more detail. 2025 was the most consequential year for Davis Storage Corporation's 25-year history. It was a year defined not just by strong financial results, but by decisive action. Action that fundamentally reshaped our company, strengthened our balance sheet, and positioned us for a new phase. Over the past year, we made deliberate choice. to unlock the value we have spent more than two decades building and redirect that value towards what we believe is a significantly larger opportunity ahead. We executed on that strategy in three critical ways. First, we monetized Cloud First for a total transaction value of $40 million. That transaction generated approximately $31.6 million in net proceeds and a $20.1 million gain. We sold a strong asset at full value because we believed that capital could be deployed into opportunities with greater long-term potential. At closing, we had an estimated $41 million in the bank, based on our cash balance of $10 million plus the sale of CloudFirst. Second, we returned $29.3 million of that capital directly to shareholders through a tender offer at $5.20 per share, reducing our outstanding share count by approximately 72%. That level of capital return is rare for a company of our size and reflects a core principle of ours, Capital belongs to the shareholders. And when we generate it, we allocate it responsible, whether that means returning it or investing it for growth. Third, we reset the company. We entered 2026 debt-free with over $10 million in capital, a clean balance sheet, and at this point, a simplified operating structure. From a financial standpoint, these options resulted in record performance. We reported a net income of $19.2 million for the year, compared to $500,000 for 2024. At the same time, I want to be very clear with investors, this level of profitability reflects the cloud-first transaction and other non-recurring events. It does not yet represent earnings power of DTSP, and we are being intentional and transparent What it does demonstrate is our ability to create value and recognize and to realize that value and to act with discipline in how we allocate capital. Today, our core operating business is Nexus, and it's performance. In 2025, Nexus generated 1.4 million in revenue, representing a 13.4 year-over-year growth. Gross margins expanded to 44.4%, and importantly, we improved the quality of the business by reducing customer concentration, with no single customer accounting for more than 10% of the revenue. Nexus is lean, subscription-based. recurring revenue business with improving margins, and real operating leverage. And that brings us to the most important part of our story. What comes next? We have deliberately positioned DTSP as a NASDAQ listed acquisition platform with capital, flexibility, and a clear mandate to identify, acquire, and scale high-quality businesses in large and growing technology markets. We are actively evaluating opportunities in areas where we believe we have both a strategic alignment and the ability to add value, including AI-enabled vertical SaaS, GPU infrastructure, cybersecurity, and SOC-related services, as well as scalable technology businesses with recurring revenue models. These are not abstract targets. These are markets with significant tailwinds. where disciplined capital deployment can drive meaningful long-term returns. In fact, we've already identified and are actively pursuing a number of strategic opportunities with an emerging GPU infrastructure segment in enterprise technology. These areas are being shaped by strong tailwinds, including a rapid adoption of AI-driven workloads, ongoing data architecture, modernization, and increasing demand for scalability, resilient digital infrastructure. Our focus remains on large, evolving markets. where demand visibility is high, where we believe we can deploy capital in a disciplined, accretive manner with an emphasis on opportunities that are often compelling, risk-adjusted returns, and clear avenues for long-term value creation. We are actively advancing these initiatives, positioning ourselves to stay agile and selective as they're developed. We expect to provide meaningful updates in the near term as these opportunities evolve. Importantly, we are only pursuing opportunities where we understand the consumer behavior and business deeply and where we see a clear and credible path to value creation. At the same time, we are focused internally on improving efficiency. As we move through 2026, we expect corporate overhead to decline meaningfully. As we transition from cloud versus divestiture, it's completed. Our objective is to ensure that the earning power of this company is driven by operations, not one-time events. So when you step back and you look at DTSC today, what you see is a company that has undergone a complete transformation. We have moved from a traditional cloud-based managed service model to a streamlined, well-capitalized platform with flexibility to pursue higher growth, higher margin opportunities. We have demonstrated that we can build value, that we are willing to realize it when the timing is right. And now we are focused on the next phase, building a company defined by sustainable growth, disciplined execution, and long-term shareholder returns. 2025 was about realizing value. 2026 and beyond will be about seeking opportunities, bringing together synergistic companies, and creating shareholder value. Now I'd like to turn the call over to Chris Panagiotakos for a review of our financial results. Chris? Chris Panagiotakos | Chief Financial Officer: Thank you, Chuck. Good morning, everyone. As discussed on our last call, on September 11th, 2025, we closed the sale of our Class 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, specifically our Nexus subsidiary. Sales from continuing operations were $1.4 million for the year ended December 31st, an increase of $164,000, or 13.4%, compared to $1.2 million in the prior year. 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 for 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. Selling general and administrative expenses for the year ended December 31st, 2025 increased $348,000, or 9.1%, to $4.2 million from $3.8 million for the year ended December 31st, 2024. The increase was primarily driven by a $507,000 or 101.6% increase in non-cash stock-based compensation, primarily related to the accelerated vesting of equity awards in connection with the sale of the cloud-first business, which triggered a fundamental transaction clause in equity award agreements with employees. Salaries and director fees increased $166,000, or 9.8%, attributable to annual merit-based salary adjustments and bonuses. These increases were significantly offset by a $301,000, or 22.8% decrease in professional fees, primarily related to lower legal and consulting expenses in the current year. We expect expenses to decrease for the year ended December 31st, 2026. as compared to the year ended December 31st, 2025, since a significant number of its employees are no longer working for us and instead are working for the buyer across this business. And we anticipate having lower legal and accounting costs. Net income attributable to common shareholders for the year ended December 31st, 2025 was $19.2 million compared to net income of $523,000 for the year ended December 31st, 2024. The significant increase in net income for the 2025 fiscal year was primarily driven by the gain recognized on discontinued operations. We ended the quarter with cash, cash equivalents, and marketable securities of approximately $41 million at December 31st, 2025, compared to $12.3 million at December 31st, 2024. Thank you. I will now turn the call back to Chuck. Chuck Peluso | Chairman and Chief Executive Officer: Thanks, Chris. Before we open the call to questions, I just wanted to reinforce what we believe we're entering to an exciting new phase. We attended the NVIDIA conference a few weeks ago, which reinforced the magnitude of the opportunity emerging across both technology and business. The pace of innovation and the scale of investment underway are substantial, signaling a transformation shift across industries. At the same time, It sharpened our approach. Rather than competing directly in a capital-intensive area, such as the billions being deployed into GPUs and core infrastructure, we are focused on a disciplined participation. We have identified several key areas to focus to pursue, and we are advancing them deliberately, allocating capital thoughtfully, and concentrating on opportunities. We see a clear differentiation in the potential to drive meaningful long-term value. Now I'd like to open it up to questions. Operator? Operator | Conference Operator: Thank you. If you'd like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star 2 if you'd like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. Our first question comes from the line of Matthew with . Please proceed with your question. Matthew | Analyst: Hey, good morning. Thanks for taking my questions and congratulations on getting to this point in the transition. You know, can you give us some sense of what valuations look like? You know, is it kind of what you expected when you started this process, particularly as you look towards some of the AI and HPC opportunities? You know, is it kind of within reason or is it, you know, overheated at all? Chuck Peluso | Chairman and Chief Executive Officer: Thanks, Matt, and it's good hearing your voice. What's going on is, you know, after attending that conference, Matt, is that this is like nuclear energy. Some people are frightened, but most people are very, very excited. And what's happening on the equipment side of things, you can put your hands on, and it's very, very tangible. On the software side, everyone uses the term their training, their training, their, you know, their platforms, their software and all. We, you know, so when we see the valuations, really you hear things like, you know, someone that's not even at a beta side of the software, people are hoping to get $700 million in their free revenue. But for the most part, you know, as I walked through the conference, I would say that Nvidia has paid for everyone at that conference is huge out of San Jose, it was just amazing on it. But, you know, after spending 25 years and disaster recovery and business continuity, I went there with Matt, you know, one of our board members, and we think we have an idea on a potential opportunity to be able to cough something out, that's something that we know pretty well. We're still testing the waters. We still have a lot of research to do on it over, you know, a period of time. But there are parts that you can play in that you're not going to get crushed or playing with someone that's raising or spend $50 billion on GPUs. So there are some opportunities given that, you know, based on our past experience that we see. So the valuations are all over the place. Most of the people that we spoke to, and by the way, Matt, since September, and we close. We've spoken to 21 companies that we either have passed on, we've passed on, that are everything from the SAS AI offering to, you know, to an MSP to, you know, VoIP companies. And you're both basically seeing, you know, on the MSP side, you know, you're looking really at non-recurring, usually for the most part, unless it's software renewals. You know, they're trading at one times, but they're trying to get two and a half times revenue. It's according to the size that they really are. And on some of the AI stuff, I just have to say that 95% of everyone we've spoken to either at that conference and all, they're waiting to go buy, you know, their 120-foot yacht. So it's not there yet, but the excitement of what's going on is incredible. I think we potentially have some ideas on where we can play that separates us a little bit. But in answer to your question, Matt, it's just all over the place. They're hoping to, like I say, get a $700 million value. I mean, I'm sitting in a, you know, not that I'm a bar goer, but sitting in a hotel bar locked in with around 15 to 20 people that have passed through that a lot of people kind of knew. And, you know, one guy was working on the software on his laptop sitting next to me. and they're going literally for a $700 million valuation. So I think it's all over the place. Everybody's trying to create water. It's a long answer, but, you know, it's that incredible, Matt. It's that incredible what's going on. Matthew | Analyst: Don, I appreciate the color. And maybe, you know, does having cash in the bank right as it's deployed get the counterparties, you know, a little more – you know, interested in the conversation or is that helping to, you know, kind of move things along in some of these conversations? Chuck Peluso | Chairman and Chief Executive Officer: You know, two of the things that we're kind of looking at, well, three things, which we always lay out. Oh, is there a reverse merger out there that, you know, gives stockholder value great, you know, great value and all? You know, we're not rushing to that, but people are approaching us. And we're saying, well, gee, why can they do that and we can't, you know? Why can they build something that has a $100 million market cap and more? Why can't we? So we're really not so focused on that now. We'll look at opportunities because they're approaching us. But there's also, I'm going to call it the medium tech, the stuff that's not on fire where you could get burned. So there are some really good MSPs out there, and some of them have developed some AI software. So we've been talking to them, some of these companies, about, well, how about we separate it, and what's the meat and potatoes that's your MSP, and we look at doing something there, and then anything on the software side that – for the term that everybody is still training, still working on, we'll create something as a joint venture or something where we have the opportunity to buy it if you actually deploy it. So, you know, you need to really get creative because most of the folks that are in this MSP space, as well as VoIP companies as well, they've caught on and they're trying to develop the software so they can roll it out to their customer base that they have. And I think that's pretty good, but I don't think we have to give any value yet to that software. But it might be something that's good because organic growth is very tough, and there might be some good cross-selling that goes on. So that's, you know, some of the stuff that we're looking at. Let's go medium tech. Let's not, you know, while we're still looking at this other thing that we kind of feel that might be a good opportunity in the AI infrastructure GPU space. Matthew | Analyst: Got it. Thank you. And then maybe just last question for the existing business. Is it possible to give us a sense of what the quarterly run rate or burn would look like operating, you know, without a transaction currently and generally what your expectations for Nexus are over the next year, you know, operating independently? Chuck Peluso | Chairman and Chief Executive Officer: Sure. I'll handle the Nexus. I'll turn the burn over to Chris. Go on, Chris. Give an idea of what our run rate was, typically where a range of where you think it might be. Chris Panagiotakos | Chief Financial Officer: So I think the burn rate for 2026 will be probably about $2 million for the year being a public company. Chuck Peluso | Chairman and Chief Executive Officer: So, you know, we think we can reduce some of that, Matt, in certain areas because the legal fees were pretty high, and we're still incurring some of them as we go through it. So, you know, we'll give it a range that's an estimate. Don't hold us to it, but that's kind of what we're expecting on that. On the Nexus side of things, they're growing. We own 80% of Nexus. John Canelo runs that, does a great job. He has a small staff. He's adding some folks to it. You know, I think he has to – I don't want to say he has to. We have to allocate a little bit more money, not much, but to improve his inbound leads. He does a great job with agents and with shows. you know, associations and all of that. But we have to spend a little bit of money, not much, to improve the SEO side of things. But, you know, he's profitable. He turned a profit. You know, we never really allocated a lot of money in this sense to growth. It's been around for a while. We put money in, you know, as he needed it. But we haven't said, you know, here's $100,000, you know, get a digital marketing agency, get the lead flow going. We're trying to hold on to the cash we have, be very disciplined a bit for the first acquisition, along with, you know, we have 2.1 million shares outstanding, you know, give or take, a little bit more than that. But, you know, we want to be careful with that, that if we're going to say, hey, we're going to go raise money, which we would, that it's going to be an increase in value. Matthew | Analyst: Got it. Very good. Well, hey, appreciate the color and, you know, look forward to seeing what you do. Chuck Peluso | Chairman and Chief Executive Officer: Thanks very much, Matt. Thanks for spending the time. Hope to see you soon. Operator | Conference Operator: Thank you. Ladies and gentlemen, as a reminder, if you'd like to join the question queue, it's star 1 on your telephone keypad. We'll pause just a moment to allow for any other questions. Mr. Peluso, I see no other questions at this time. We'll turn the floor back to you for final comments. Chuck Peluso | Chairman and Chief Executive Officer: Thank you. Thanks for the questions, Matt. You know, as we enter this next phase from a position of real strength with capital on the balance sheet and a clean, simplified structure and a clear strategic mandate, That combination gives us the ability to be selective, to be disciplined, and to focus only on opportunities that we believe can create meaningful long-term value for our shareholders. At the same time, we remain grounded in execution. Our priorities are clear. Continue improving performance of Nexus, deploy capital thoughtfully into areas that enhance our scale, expand our margins, and strengthen the overall quality of our earnings. We are building with intention, and we are building for durability. And we do appreciate the trust and support of our shareholders. We look forward to updating you on our progress as we move through 2026 and execute on the opportunities ahead. Thank you. Operator | Conference Operator: Thank you. This concludes today's conference. You may disconnect your lines at this time. Thank you for your participation. jsPDF 3.0.3 D:20260606090106-00'00'

Research summary and source transcript

readyJun 10, 2026

Management is pursuing a transformative sale of Cloud First, which represents ~95% of revenue, to unlock shareholder value via a $24 million net proceeds tender offer for up to 85% of shares. If approved, the public shell will retain Nexus and pivot to AI, cybersecurity, and vertical SaaS investments; if not, Cloud First remains core while the same growth strategy proceeds. The business is shifting from legacy equipment sales to subscription-driven cloud and Nexus services, with UK expansion increasing costs. Profitability is under pressure due to rising SG&A from headcount and stock-based compensation, turning six-month net income into a loss year-over-year.

Management knows today that the Cloud First sale is subject to shareholder approval on September 10, 2025, with a hoped-for closing on September 11, 2025, and that the net proceeds after fees, taxes, and working capital are approximately $24 million — a figure not yet reflected in the market’s valuation of the company. They also know the exact structure of the tender offer (up to 85% of shares using sale proceeds and cash) and the 15% reserved for acquisitions, innovation, and expansion, which hinges on shareholder participation. The market does not yet know whether the vote will pass, what the final net proceeds will be after closing adjustments, or how the post-sale entity will allocate capital — all of which will unfold over the next 6-24 months.

Subscription-based cloud infrastructure and disaster recovery services, Nexus platform sales, and recurring revenue expansion from existing customers via upsells and renewals.

  • Proposed sale of Cloud First and shareholder tender offer
  • Rebranding and strategic shift toward AI, cybersecurity, and vertical SaaS
  • UK expansion and headcount growth driving SG&A increases
  • Transition from equipment sales to subscription services
  • Nexus as a growing, near-profitable asset
  • Capital allocation and return of capital to shareholders
  • Detailed explanation of the Cloud First sale structure, including net proceeds of ~$24 million and use of funds
  • Enthusiasm about the tender offer as a return of capital to long-term holders
  • Specifics on UK operations: 10 partner companies, 7 distributors, and trained sales forces
  • Optimism about AI vertical SaaS and cybersecurity as next-gen growth areas
  • Confidence in Nexus’s profitability and growth trajectory

Management speaks with deliberate optimism and strategic clarity, particularly when discussing the Cloud First sale and capital return plan, using precise figures and deal structure to convey credibility. However, there are moments of vagueness — such as referencing 'around $10 million' in pipeline with wide probability ranges and anecdotal UK updates — that reduce precision. The tone is defensive when justifying the sale (e.g., referencing 9/11 timing, lack of prior M&A ability) but shifts to confident, forward-looking language when outlining post-sale vision. Overall, the tone is credible but occasionally relies on narrative over hard evidence, especially regarding future growth areas.

  • There may be at least one Q&A answer that needs manual review for a possible dodge or lack of numerical follow-through.
  • There may be a benchmark or metric-framing issue worth manual review, especially around adjusted metrics, timelines, or changed expectations.

The company appears to be competitively strong in its niche of cloud infrastructure and disaster recovery subscription services, with consistent EBITDA growth in Cloud First and a loyal customer base driving expansion sales. However, it is not clear whether it holds a differentiated position in the broader AI or cybersecurity markets it intends to enter post-sale. Nexus shows growth but lacks context on market share or competitive advantages. Without evidence of technological moats or pricing power, the competitive position is defensible in legacy services but unproven in future growth areas.

  • Q3 2025 total sales: $5.1 million, up 4.8% YoY
  • Six-month 2025 total sales: $13.2 million, up 0.6% YoY
  • Cloud infrastructure and disaster recovery revenue: up 9.8% ($600k) in six months
  • Nexus revenue: up 14.3% ($79k) in six months
  • Equipment and software sales: down 12.6% ($615k) in six months
  • Six-month 2025 net loss: $709,000 vs. net income of $113,000 in prior year
  • Cash, cash equivalents, and marketable securities: $11.1 million at June 30, 2025
  • Cloud First EBITDA: ~$1 million in Q2, ~$2.5 million for six months
  • Shareholder vote on Cloud First sale scheduled for September 10, 2025
  • Potential closing of sale and receipt of ~$24 million net proceeds by September 11, 2025
  • Execution of tender offer for up to 85% of shares post-sale
  • Deployment of 15% of proceeds into AI, cybersecurity, and vertical SaaS investments
  • Continued growth in Nexus and cloud subscription services
  • Successful UK expansion and partnership funnel development
  • Shareholder rejection of the Cloud First sale could leave the company with a strategic void and no near-term liquidity event
  • UK expansion is increasing cost of sales and SG&A without clear near-term profitability contribution
  • Rising SG&A from headcount and stock-based compensation is pressuring margins and turning net income to loss
  • Dependence on Cloud First for ~95% of revenue creates execution risk if sale proceeds are delayed or reduced
  • Post-sale entity may struggle to generate growth from AI/cybersecurity investments without proven traction
  • Tender offer success depends on shareholder participation; low turnout could limit return of capital

The company has direct data center exposure through its UK operations, where Colin Freeman’s team has installed Intel platforms in three data centers across 10 partner organizations, with seven additional distributors building a sales funnel. This expansion is driving increased cost of sales and SG&A as operations ramp up, but management reports building opportunities and strong renewal rates. There is no mention of AI-specific data center workloads, GPU infrastructure, or third-party data center partnerships beyond the UK partner model. The impact is operational and geographic, not tied to broader AI/data center trends like hyperscale demand or colocation growth.

  • What is the expected timeline for finalizing the Cloud First sale and receiving net proceeds after all closing adjustments?
  • What specific criteria will determine the use of the 15% reserved for acquisitions, innovation, and expansion?
  • How will the company measure success in its AI and cybersecurity investments post-sale or post-vote?
  • What is the current profitability and growth rate of Nexus as a standalone business?
  • What are the actual contracted revenue opportunities in the UK pipeline, and what is the expected timeline for conversion?
  • If the sale is not approved, what specific operational changes will be made to accelerate Cloud First’s value recognition in the public market?
  • How will the tender offer be structured to ensure fair treatment of all shareholders, and what is the minimum acceptance threshold?
  • What is the anticipated impact on SG&A and cost of sales now that UK operations are past the initial ramp-up phase?

FY2025 Q3 earnings call transcript

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NASDAQ:DTST Q3 2025 Earnings Call Transcript Generated on 6/6/2026 Operator | Conference Operator: Greetings and welcome to Data Storage Corporation's second quarter earnings call. At this time, all participants are in a listen-only mode. A question and answer session will follow a formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. Please note that this conference is being recorded. I will now turn the conference over to our host, Alexandra Schilt, Investor Relations. Thank you. You may begin. Alexandra Schilt | Investor Relations: Thank you. Good morning, everyone, and welcome to Data Storage Corporation's 2025 Second Quarter Business Update Conference Call. On the call with us this morning are Chuck Peluso, Chairman and Chief Executive Officer, and Chris Panagiotakos, Chief Financial Officer. The company issued a press release this morning containing its 2025 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 contact Crescendo Communications at 212-671-1020. Before we begin, I'd like to remind listeners that this conference call contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 as amended that are intended to be covered by the city's harbor created thereby. Forward-looking statements are subject to risks and uncertainties that could cause actual results performed achievements to differ materially from any future results, performance, or achievements expressed or implied by such forward-looking statements. Statements preceded by, followed by, or that otherwise include the words, believes, expects, anticipates, intends, projects, estimates, plans, or similar expressions, or future or conditional verbs such as will, should, would, may, and could are generally forward-looking in nature and not historical facts. although not all forward-looking statements include the foregoing. Although the company believes that the expectations reflected in such forward-looking statements are reasonable, it can provide no assurance that such expectations will prove to have been correct. These risks should not be construed as exhaustive and should be read together with other cautionary statements included in the company's quarterly reports on Form 10-Q, annual reports on Form 10-K, and current reports on Form 8-K filed with the Security and Exchange Commission. Any forward-looking statement speaks only as of the date on which it was initially made. Except as required by law, the company assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, change circumstances, or otherwise. I'd now like to turn the call over to Chuck Peluso. Please go ahead, Chuck. Chuck Peluso | Chairman and Chief Executive Officer: Thank you, Ali. Good morning, everyone, and thank you for joining us on today's call to discuss our 2025 second quarter results. We appreciate your continued interest and the opportunity to share and update on our performance, as well as provide insights into recent developments and future plans. To begin, we'll start with a review of our financial results for three and six month periods ended June 30th, 2025. And with that, I could turn the call over to Chris, our CFO. Chris Panagiotakos | Chief Financial Officer: Chris? Thank you, Chuck. Good morning, everyone. Total sales for the three months ended June 30th, 2025 were $5.1 million, an increase of approximately $236,000, or 4.8%, compared to the three months ended June 30th, 2024. The increase was primarily driven by continued growth in our subscription-based services. Cloud infrastructure and disaster recovery revenue increased by approximately $193,000 or 6.1% due to the addition of new subscription clients and expanded services for existing clients. Nexus also contributed significantly with an increase of approximately $48,000 or 17.3% reflecting successful sales initiatives. This growth was partially offset by a decrease in equipment and software sales of approximately $95,000, or 12.1%, which is attributable to non-recurring equipment sales in the prior year period and a strategic shift towards subscription services. Total sales for the six months ended June 30, 2025, were $13.2 million, an increase of approximately $84,000 or 0.6% compared to the six months ended June 30th, 2024. The relative stability in total sales was the result of a significant shift in our revenue mix. Growth was primarily driven by a $600,000 or 9.8% increase in our core cloud infrastructure and disaster recovery services and a $79,000 or 14.3% increase in Nexus services. This growth was largely offset by an approximately $615,000 or 12.6% decrease in equipment and software sales, which is primarily attributable to non-recurring equipment sales in the prior year period. Cost of sales for the three months ended June 30, 2025, were $2.6 million, an increase of approximately $108,000 or 4.3% from the prior year period, which was consistent with the overall growth in sales and also reflects our investment in the newly established UK entity, which is contributing to higher cost of sales as operations ramp up. Cost of sales for the six months ended June 30th, 2025 were $7.8 million, an increase of approximately $62,000 or 0.8% from the prior year period. Selling, general, and administrative expenses for the three months ended June 30, 2025 were $3.3 million, an increase of approximately $536,000, or 19.2%, as compared to the three months ended June 30, 2024. The increase was primarily driven by an increase in salaries and director's fees and non-cash stock-based compensation. The rise in salaries is attributable to an increase in headcount to support our growth initiatives in the UK and in the US and annual merit-based salary adjustments. The increase in stock-based compensation reflects new equity awards granted to the board and to key employees and directors in the current period. Also contributing was an increase in commissions associated with increased revenues. These increases were partially offset by lower professional fees and occupancy costs compared to the prior period when we were in the process of transitioning our principal office location. Selling general and administrative expenses for the six months ended June 30, 2025 were $6.3 million, an increase of approximately $735,000 or 13.3% as compared to the six months ended June 30, 2024. The increase was primarily driven by an increase in salaries and director's fees and non-cash stock-based compensation. The increase in salaries is attributable to an increase in headcount to support our growth initiatives in the UK and in the US and annual merit-based salary adjustments. The increase in stock-based compensation reflects new equity awards granted in 2025 and the full period effect of awards granted in 2024. These increases were partially offset by a decrease in rent and occupancy expense compared to the prior period when we were in the process of transitioning our principal office location. Net loss attributable to common shareholders for the three months ended June 30, 2025 was $733,000 compared to a net loss of $244,000 for the three months ended June 30, 2024. Net loss attributable to common shareholders for the six months ended June 30, 2025 was $709,000 compared to net income of $113,000 for the six months ended June 2024. We ended the quarter with cash, cash equivalents, and marketable securities of approximately $11.1 million at June 30, 2025 compared to $12.3 million at June 31, 2024. Thank you. I will now turn the call back to Chuck. Chuck Peluso | Chairman and Chief Executive Officer: Thank you, Chris. Today's conversation is about the road ahead and how we plan to capitalize on the opportunities in front of us. At the center of the conversation is the proposed sale of cloud-first technologies. I want to be clear. Our long-term strategy is not contingent on the outcome of this transaction. Whether the sale is approved by the shareholders or not, we are moving forward with purpose and ambition. Let's start with the path that the sale is approved. This transaction would be transformative. At $40 million, the deal represents a substantial premium to our entire market cap prior to the announcement. And after fees, taxes, working capital, commissions to investment banks, The approximate net amount is $24 million. And that's $24 million plus the cash in data storage corporation that can be returned to shareholders and reinvested in future growth. Cloud First has been a vital part of our journey. It is a high-performing, cash-generating business that has consistently delivered year-over-year EBITDA growth. However, the public markets, its contribution was not fully recognized. With this sale, we have the opportunity to unlock that hidden value and convert it to tangible return. In addition, our board has authorized a tender offer to purchase up to 85% of the company's outstanding common stock. Using 85% of the cash on hand, as I mentioned, including the proceeds from the sale and our bank accounts at Data Storage Corporation. This represents a return of capital to shareholders designed to reward long-term holders. And even after returning capital, we will retain the resources necessary to remain on NASDAQ and to pursue broader growth agenda. With 15% of the cash earmarked for acquisitions, innovation, and expansion. The 15% is assuming that all shareholders participate, which may not be the case. However, it's up to 85%. That said, if the transaction is not approved by the shareholders at our upcoming annual meeting, we are just as committed to the future. Cloud First will remain a core part of the business. It is a valuable and growing asset. In this scenario, we will continue to optimize cloud-first platform, continue to invest in long-term performance. Equally important, we will continue to explore and expand into new high-growth markets that align with our evolving vision. Our plan is to reshape and rebrand Data Storage Corporation. In fact, we are already engaged in evaluations, strategic partnerships, and technology extensions. These opportunities span artificial intelligence, cybersecurity, and AI vertical SaaS solutions, and we are not limiting ourselves to just these areas alone. In either scenario, we intend to lead with focus, discipline, and a bias towards growth that we expect to drive increased value to our shareholders. The last 12 to 18 months have ushered in a dramatic shift in enterprise technology. The acceleration of AI adoption, the growing complexity of infrastructure needs, the emergence of new software categories, all of these trends are shaping a different kind of enterprise. We believe this creates a window to capitalize and to step into a more expansive role within the tech ecosystem. We are doing this with experience and network to bring together the talent required for our expanded direction. And we are doing it with a goal of delivering value to our shareholders. To support this evolution, we're exploring a full rebranding of the company. We will be redesigning our website and refreshing our brand identity. to better reflect the direction and future of our company. It's strategic. It's about signaling to investors, to partners, to customers. We are evolving. We are focused on the markets that drive shareholder value today and in the years to come. Whether we complete the cloud first sale, our capital allocation remains rooted in balance. we will continue to look for opportunities to return value to shareholders while retaining the flexibility to invest in new platforms, products, and partnerships. If we complete the sale based on the shareholder approval, and over time we cannot execute our plans for some reason, our public entity alone has value. to excellent private companies that desire to be public and to be listed on NASDAQ. We will continue to operate Nexus, which remains an asset in our portfolio, and more importantly, we will continue to pursue opportunities where we believe our expertise can unlock new value, either through organic expansion or targeted M&A. I want to reiterate, that the proposed transaction is subject to shareholder approval at our annual meeting on September 10th, 2025. I urge all the shareholders to review the material in the proxy statement. These documents outline the terms of the deal, the Board's rationale, and the long-term strategy we are pursuing. It's more than just a sale. It's a shareholder-aligned reset a chance to realize value today and position the company for greater value tomorrow. Just to recap, we have a proposed sale of Cloud First at a compelling premium with substantial net proceeds. If approved, we intend to return capital to our shareholders through a tender offer. Whether the sale is approved or not, we are executing future-facing strategy. We are rebranding the company to reflect our new direction. We are investing in next-gen growth verticals like AI, cybersecurity, and SAS. And most importantly, we are confident that either path leads to a stronger, more focused, and ultimately more valuable data storage corporation. Thank you again for your time, your attention, and your continued support as we move forward together. And with that, I'd like to open up the call for questions. Operator? Operator | Conference Operator: Thank you. And at this time, we will be conducting our question and answer session. If you would like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate that your line is in the question queue. You may press star 2 if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. Once again, to ask a question, press star 1 on your telephone keypad. Our first question comes from Matthew Galenko with Maxim Group. Please state your question. Matthew Galenko | Analyst, Maxim Group: Hey, good morning, and thanks for taking my question. Maybe just first one is, and I apologize if I missed this in the script, but what will your cash position be roughly following the transaction? I know we have the 24 million net proceeds, so is it just another 11 million and sort of that's your post-transaction capital position? Chuck Peluso | Chairman and Chief Executive Officer: Hi, Matt. How are you? Thanks for the question. We have $24 million in there and we believe that that kind of is approximately the bottom of where it is. We really don't know fully because of taxes and other things that we have networking capital adjustments. So we believe it could be more, but you know, we're, we're cautioned with that to say it's 24 million and that would be 11 million would leave the $35 million. Great. Thank you. Matthew Galenko | Analyst, Maxim Group: And, um, Maybe on the – just on your visibility into the cloud pipeline for the balance of the year, I'm curious how that's looking. You know, are you seeing any acceleration in, you know, move to cloud and you're capturing those opportunities or, you know, sort of how is the pipeline for the cloud business through the balance of the year? Chuck Peluso | Chairman and Chief Executive Officer: You know, we normally always have around $10 million in opportunities. And what happens, Matt, is it's rated from a 10% probability up to 90%. 90% means that there's verbal approvals. So it's a wide question. But usually there's between $10 and $1 million in total contract value that always sits in there. What we are seeing, though, and it's continuing because – We're seeing almost like a three-to-one ratio of ads to existing customers and then new sales that typically come in through either shows we've gone to or SEO and things like that with lead generation. But we're seeing the customers continue to add to it. But usually you'll see between $10 to $11 million. Chris is shaking his head yes at me, Matt. Matthew Galenko | Analyst, Maxim Group: All right, great. And last question for me, I'll jump back in the queue. You mentioned some higher expenses related to your European expansion. You know, any update on how the growth opportunity is shaping up there and, you know, kind of where is the, you know, where are you operationally in Europe at this point? Chuck Peluso | Chairman and Chief Executive Officer: Sure. So Colin Freeman, who does an excellent job with his staff, everything is installed in three data centers. I think we have 10 partnerships. Other 10 partnerships, they're not the same company. I don't know if we've been clear on that in the past. They're three separate companies, organizations that have the Intel platform installed. in these data centers, and each one of those companies have partnership arrangements. I believe that Colin and his group have trained all of their Salesforce, the partner's Salesforce. In addition, there's around seven additional distributors. So that funnel is building. I believe they have some opportunities in there. At hand, I don't have that, but I've heard as of last week that those opportunities are building and they're working well. towards bringing them in and closing the deals. So that's going well. Also, just, you know, we've added, and I'm not sure if it hit the second quarter fully or not, you know, we have four new sales, you know, individuals, account maintenance, and and such and two additional techs that have been added into the mix on things. So we've really beefed up the sales, especially in the account maintenance area because, you know, at one time we had one person doing that. You know, we have a team now because these addendums are coming in and same customer sales are important along with the renewals that go along with it. So we continue to hold a good renewal rate. Matthew Galenko | Analyst, Maxim Group: Excellent. Thank you. I'll jump back in the queue. Operator | Conference Operator: Thank you. And a reminder to ask a question, press star 1 to remove yourself from the queue. Press star 2. Our next question comes from Ellen Litvick with Forest Hill Capital. Please state your question. Ellen Litvick | Analyst, Forest Hill Capital: Yes. Thank you. Hi, Chuck. Thanks for taking my question. Appreciate it. Um, first, can you actually walk us through, I guess, really the rationale behind selling cloud first, especially given that, you know, currently represents, uh, I guess approximately about 95% of your revenue. Chuck Peluso | Chairman and Chief Executive Officer: Hi, Ellen. Um, you know, I'm, you know, frankly speaking, personally, someone that has invested in this company and what's interesting, this company was launched on, um, nine 11 and, um, And we now have a shareholder meeting actually on September 10th. And it's kind of interesting. And hopefully we close on September 11th. And it's, you know, it's interesting of what happened 9-11. And now all of a sudden, you know, this company that kicked off then, you know, now years and years later where we are. And quite frankly, it's, you know, it's very interesting about the dates and how they align. Not to be too... you know, into astrology and all. But it's disappointing because we weren't able to do M&A. We weren't able to use the stock. Our volume was low, and we have a cash machine. If it stayed as a private company, it's a cash machine. What was the EBITDA, Chris, on, let's say, cloud first? Chris Panagiotakos | Chief Financial Officer: So the EBITDA for cloud first for Q2 was approximately $1 million. And then for the six months, it was approximately $2.5 million. Chuck Peluso | Chairman and Chief Executive Officer: So you have a cash machine with this, and it's not being recognized. Maybe it's not exciting, but we weren't able to do anything with the stock. And we didn't want to create dilution for shareholders on it. And so at some point, you have to say, where can we get the value? And I believe that we're getting the value. I'd like it to be higher than that, but we've negotiated a deal out. with a firm that we believe is excellent, Proforma, and they're backed by Renovis, a PE firm. And we think it's a great home with great people. They have an x86-type platform. So really coming together, it should be a good marriage if the shareholders approve it. But, you know, we couldn't do anything with the public company, with that company. So we need to really be able to move this forward. And we believe some of the things that we are planning. But if it doesn't happen on it, we're doing the things we're planning anyway. But for the most part, we want to be able to return, you know, value to shareholders. Ellen Litvick | Analyst, Forest Hill Capital: That makes sense. And, you know, thanks for being candid about it. I guess following the sale, what will the company's operations look like? And what is your strategy for driving growth in the business post-divestiture phase? Chuck Peluso | Chairman and Chief Executive Officer: Well, post-sale, you know, I would say that there's going to be three people left in the public company. It's going to be the chief financial officer, the chief administrative officer, Wendy Schmitze, Chris Panagiotakos, and myself. And we're in the process now of actually lining up a board of advisers. Excuse me, also we have Nexus in as well. Chris reminds me, sorry. Nexus, and they have a great team. I believe that the company is profitable or very near profitability and growing. But our intention is first on the AI in this area. We're in the process of putting together some very experienced teams. advisor group. And then from that, we're going to look to do some investing into companies that are developing AI vertical software. And we'll see what these acquisitions bring and how long it'll take us. But it will take us probably 30 to 60 days to actually get a full position on a full plan. if that helps, you know. But, you know, we're back to the beginning again. The only difference is when I started this company with Larry Maglione and Rich Ribetti, there were three of us, and we started it from scratch. And, you know, we're okay with doing that again because now this time we have a public company and we have a few million dollars. And we have Nexus, which is an excellent company. I don't know if that answers the question. Ellen Litvick | Analyst, Forest Hill Capital: Yes, it definitely does. And thanks again so much. If I have any other questions, I'll hop back in the queue. Thanks again, Chuck. Thank you, Ellen. Thank you, Ellen. Operator | Conference Operator: Thank you. And final reminder, if you'd like to ask a question now, press star 1 on your phone. Once again, to ask a question now, press star 1 on your phone. We'll pause for a couple moments. And ladies and gentlemen, there appears to be no additional requests for questions, so I'll hand the floor to Chuck Peluso for closing remarks. Thank you. Chuck Peluso | Chairman and Chief Executive Officer: Thank you for the questions, Matt and Ellen. As we move into this next chapter, we're focused on unlocking value, whether that's through the proposed sale of Cloud First or through the continued optimization of our existing businesses. This is a moment of alignment. aligning capital with opportunity, aligning our brand with strategic future, and aligning our operations with growth sectors that are reshaping today enterprise technology. We have a clear path and a commitment to making disciplined, high-impact decisions that will drive shareholder value. In short, we are not standing still. We are transforming. We are building a company that reflects where the market is going. Regardless of the outcome of the shareholder vote, our vision remains the same, to evolve, to invest, and to grow. We're excited about what lies ahead, and we are confident that our strategy will position Data Storage Corporation for long-term success. I'd like to thank the shareholders for your continued support. Have a great day, and thank you. Operator | Conference Operator: This concludes today's conference. All parties may disconnect. Have a good day. jsPDF 3.0.3 D:20260606090107-00'00'

Research summary and source transcript

readyJun 10, 2026

Management is pursuing a transformative sale of Cloud First (approximately 95% of revenue) for $24 million net proceeds, with a shareholder vote scheduled for September 10, 2025. If approved, they plan to return capital via a tender offer using 85% of cash on hand while retaining 15% for acquisitions and growth in AI, cybersecurity, and vertical SaaS. If not approved, Cloud First remains core and the company will continue optimizing it while pursuing the same growth agenda. The business is shifting from hardware to subscription services, with UK expansion driving cost increases.

Management knows today that the shareholder vote on the Cloud First sale will occur on September 10, 2025, and that approval would unlock $24 million in net proceeds for a tender offer and capital return, while non-approval would leave Cloud First as a core, cash-generating asset. The market likely does not yet know the outcome of this vote or the exact timing of closing (hinted as potentially September 11, 2025 for symbolic alignment), nor does it have visibility into whether the 15% retained capital will be deployed effectively into AI vertical SaaS or if the tender offer will achieve full participation. These are near-term binary outcomes with material impact on capital allocation and strategic direction.

Subscription-based cloud infrastructure and disaster recovery services, Nexus platform sales, and recurring revenue from existing customer expansions and renewals.

  • Proposed sale of Cloud First and shareholder vote on September 10, 2025
  • Capital return via tender offer using 85% of cash proceeds
  • Rebranding and strategic shift toward AI, cybersecurity, and vertical SaaS
  • UK expansion and operational ramp-up increasing headcount and costs
  • Continued growth in subscription services offsetting declines in equipment sales
  • Detailed discussion of the Cloud First sale as transformative and a chance to unlock hidden value
  • Enthusiasm about rebranding and evolving into next-gen growth areas like AI vertical SaaS
  • Optimism about the UK expansion building partner and distributor pipelines
  • Pride in Cloud First's EBITDA generation (~$1M in Q2, ~$2.5M H1) despite lack of public market recognition
  • Confidence that either path (sale or no sale) leads to a stronger, more focused company

Management speaks with conviction and clarity about strategic alternatives, showing no evasion in explaining the rationale for the Cloud First sale or post-sale plans. They acknowledge uncertainties (e.g., tax adjustments, shareholder participation in tender offer) without overpromising. The tone is reflective of a company in transition, balancing pride in Cash First's performance with frustration over lack of market recognition, while expressing disciplined optimism about future growth in adjacent tech sectors.

  • There may be at least one Q&A answer that needs manual review for a possible dodge or lack of numerical follow-through.
  • There may be a benchmark or metric-framing issue worth manual review, especially around adjusted metrics, timelines, or changed expectations.

The company appears to be maintaining its position in cloud infrastructure and disaster recovery with steady subscription growth, but faces structural decline in legacy hardware sales. Without evidence of market share gains, pricing power, or differentiation in Nexus or UK operations, competitive positioning is neither clearly winning nor losing—it is stable but not accelerating relative to sector trends. The proposed sale suggests management believes the public market undervalues their core asset, implying a lack of competitive recognition rather than weakness.

  • Q2 2025 total sales: $5.1 million, up 4.8% YoY
  • Six-month 2025 total sales: $13.2 million, up 0.6% YoY
  • Cloud infrastructure and disaster recovery revenue: up 6.1% in Q2 ($193K), 9.8% in six months ($600K)
  • Nexus revenue: up 17.3% in Q2 ($48K), 14.3% in six months ($79K)
  • Equipment and software sales: down 12.1% in Q2 ($95K), 12.6% in six months ($615K)
  • Cash, cash equivalents, and marketable securities: $11.1 million at June 30, 2025
  • Cloud First Q2 EBITDA: approximately $1 million; six-month: approximately $2.5 million
  • Proposed Cloud First sale price: $40 million; net proceeds after fees/taxes/working capital: ~$24 million
  • Shareholder vote on Cloud First sale approval on September 10, 2025
  • Potential closing of sale and receipt of $24 million net proceeds shortly thereafter
  • Execution of tender offer to return capital to shareholders
  • Deployment of retained 15% capital into AI, cybersecurity, or vertical SaaS acquisitions
  • Progress in UK expansion and partner/distributor pipeline conversion
  • Shareholder rejection of the Cloud First sale, leaving the company dependent on a single legacy asset
  • Failure to deploy retained capital effectively into new growth areas like AI vertical SaaS
  • Ongoing SG&A growth (19.2% in Q2, 13.3% in six months) outpacing revenue growth
  • Declining equipment and software sales reflecting structural shift but creating revenue volatility
  • Execution risk in UK expansion despite added headcount and partner investments

The company has direct data center exposure through its UK expansion, where Colin Freeman's team has installed infrastructure across three data centers with ten partner organizations using Intel platform. This is not AI-specific but supports cloud infrastructure and disaster recovery services. There is no mention of AI training workloads, GPU deployment, or data center capacity leasing to hyperscalers. The AI discussion is limited to future vertical SaaS investment plans, indicating no current material data center impact from AI demand.

  • What is the exact expected closing date for the Cloud First sale if approved?
  • What percentage of shareholders must tender for the offer to proceed, and what is the minimum acceptance threshold?
  • How will the 15% retained capital be allocated—specific targets, timelines, and expected returns?
  • What are the definitive metrics for UK expansion success (e.g., partner revenue, distributor conversion rate, break-even timeline)?
  • If the sale is not approved, what specific initiatives will accelerate Cloud First's growth beyond current trends?

FY2025 Q2 earnings call transcript

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NASDAQ:DTST Q2 2025 Earnings Call Transcript Generated on 6/6/2026 Operator | Conference Operator: Greetings and welcome to Data Storage Corporation's second quarter earnings call. At this time, all participants are in a listen-only mode. A question and answer session will follow a formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. Please note that this conference is being recorded. I will now turn the conference over to our host, Alexandra Schilt, Investor Relations. Thank you. You may begin. Alexandra Schilt | Investor Relations: Thank you. Good morning, everyone, and welcome to Data Storage Corporation's 2025 Second Quarter Business Update Conference Call. On the call with us this morning are Chuck Peluso, Chairman and Chief Executive Officer, and Chris Panagiotakos, Chief Financial Officer. The company issued a press release this morning containing its 2025 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 contact Crescendo Communications at 212-671-1020. Before we begin, I'd like to remind listeners that this conference call contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 as amended that are intended to be covered by the state's harbor created thereby. Forward-looking statements are subject to risks and uncertainties that could cause actual results per achievements to differ materially from any future results, performance, or achievements expressed or implied by such forward-looking statements. Statements preceded by, followed by, or that otherwise include the words, believes, expects, anticipates, intends, projects, estimates, plans, or similar expressions, or future or conditional verbs such as will, should, would, may, and could are generally forward-looking in nature and not historical facts. although not all forward-looking statements include the foregoing. Although the company believes that the expectations reflected in such forward-looking statements are reasonable, it can provide no assurance that such expectations will prove to have been correct. These risks should not be construed as exhaustive and should be read together with other cautionary statements included in the company's quarterly reports on Form 10-Q, annual reports on Form 10-K, and current reports on Form 8-K filed with the Security and Exchange Commission. Any forward-looking statement speaks only as of the date on which it was initially made. Except as required by law, the company assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances, or otherwise. I'd now like to turn the call over to Chuck Peluso. Please go ahead, Chuck. Chuck Peluso | Chairman and Chief Executive Officer: Thank you, Ali. Good morning, everyone, and thank you for joining us on today's call to discuss our 2025 second quarter results. We appreciate your continued interest and the opportunity to share and update on our performance, as well as provide insights into recent developments and future plans. To begin, we'll start with a review of our financial results for three and six month periods ended June 30th, 2025. And with that, I could turn the call over to Chris, our CFO. Chris. Chris Panagiotakos | Chief Financial Officer: Thank you, Chuck. Good morning, everyone. Total sales for the three months ended June 30th, 2025 were $5.1 million, an increase of approximately $236,000 or 4.8% compared to the three months ended June 30th, 2024. The increase was primarily driven by continued growth in our subscription-based services. Cloud infrastructure and disaster recovery revenue increased by approximately $193,000 or 6.1% due to the addition of new subscription clients and expanded services for existing clients. Nexus also contributed significantly with an increase of approximately $48,000 or 17.3% reflecting successful sales initiatives. This growth was partially offset by a decrease in equipment and software sales of approximately $95,000, or 12.1%, which is attributable to non-recurring equipment sales in the prior year period and a strategic shift towards subscription services. Total sales for the six months ended June 30, 2025, were $13.2 million, an increase of approximately $84,000 or 0.6% compared to the six months ended June 30th, 2024. The relative stability in total sales was the result of a significant shift in our revenue mix. Growth was primarily driven by a $600,000 or 9.8% increase in our core cloud infrastructure and disaster recovery services and a $79,000 or 14.3% increase in Nexus services. This growth was largely offset by an approximately $615,000 or 12.6% decrease in equipment and software sales, which is primarily attributable to non-recurring equipment sales in the prior year period. Cost of sales for the three months ended June 30th, 2025 were $2.6 million, an increase of approximately $108,000, or 4.3%, from the prior year period, which was consistent with the overall growth in sales and also reflects our investment in the newly established UK entity, which is contributing to higher cost of sales as operations ramp up. Cost of sales for the six months ended June 30th, 2025, were $7.8 million, an increase of approximately $62,000 or 0.8% from the prior year period. Selling general and administrative expenses for the three months ended June 30th, 2025 were $3.3 million, an increase of approximately $536,000 or 19.2% as compared to the three months ended June 30th, 2024. The increase was primarily driven by an increase in salaries and director's fees and non-cash stock-based compensation. The rise in salaries is attributable to an increase in headcount to support our growth initiatives in the UK and in the US and annual merit-based salary adjustments. The increase in stock-based compensation reflects new equity awards granted to the board and to key employees and directors in the current period. contributing was an increase in commissions associated with increased revenues. These increases were partially offset by lower professional fees and occupancy costs compared to the prior period when we were in the process of transitioning our principal office location. Selling general and administrative expenses for the six months ended June 30, 2025 were $6.3 million, an increase of approximately $735 thousand dollars or 13.3 percent as compared to the six months ended June 30, 2024. The increase was primarily driven by an increase in salaries and directories and non-cash stock-based compensation. The increase in salaries is attributable to an increase in headcount to support our growth initiatives in the UK and in the US and annual merit-based salary adjustments. The increase in stock-based compensation reflects new equity awards granted in 2025 and the full period effect of awards granted in 2024. These increases were partially offset by a decrease in rent and occupancy expense compared to the prior period when we were in the process of transitioning our principal office location. Net loss attributable to common shareholders for the three months ended June 30th, 2025 was $733,000 compared to a net loss of $244,000 for the three months ended June 30, 2024. Net loss attributable to common shareholders for the six months ended June 30, 2025 was $709,000 compared to net income of $113,000 for the six months ended June 2024. We ended the quarter with cash, cash equivalents, and marketable securities of approximately $11.1 million at June 30, 2025, compared to $12.3 million at June 31, 2024. Thank you. I will now turn the call back to Chuck. Chuck Peluso | Chairman and Chief Executive Officer: Thank you, Chris. Today's conversation is about the road ahead and how we plan to capitalize on the opportunities in front of us. At the center of the conversation is the proposed sale of cloud-first technologies. I want to be clear, our long-term strategy is not contingent on the outcome of this transaction. Whether the sale is approved by the shareholders or not, we are moving forward with purpose and ambition. Let's start with the path that the sale is approved. This transaction would be transformative. At $40 million, the deal represents a substantial premium to our entire market cap prior to the announcement. And after fees, taxes, working capital, commissions to investment banks, the approximate net amount is $24 million. And that's $24 million plus the cash in data storage corporation that can be returned to shareholders and reinvested in future growth. Cloud First has been a vital part of our journey. It is a high-performing, cash-generating business that has consistently delivered year-over-year EBITDA growth. However, the public markets, its contribution was not fully recognized. With the sale, we have the opportunity to unlock that hidden value and convert it to tangible return. In addition, our board has authorized a tender offer to purchase up to 85% of the company's outstanding common stock, using 85% of the cash on hand, as I mentioned, including the proceeds from the sale and our bank accounts at Data Storage Corporation. This represents a return of capital to shareholders designed to reward long-term holders. And even after returning capital, we will retain the resources necessary to remain on NASDAQ and to pursue broader growth agenda, with 15% of the cash earmarked for acquisitions, innovation, and expansion. The 15% is assuming that all shareholders participate, which may not be the case. However, it's up to 85%. That said, if the transaction is not approved by the shareholders at our upcoming annual meeting, we are just as committed to the future. Cloud First will remain a core part of the business. It is a valuable and growing asset. In this scenario, we will continue to optimize cloud-first platform, continue to invest in long-term performance. Equally important, we will continue to explore and expand into new high-growth markets that align with our evolving vision. Our plan is to reshape and rebrand Data Storage Corporation. In fact, we are already engaged in evaluations, strategic partnerships, and technology extensions. These opportunities span artificial intelligence, cybersecurity, and AI vertical SaaS solutions. And we are not limiting ourselves to just these areas alone. In either scenario, we intend to lead with focus, discipline, and a bias towards growth that we expect to drive increased value to our shareholders. The last 12 to 18 months have ushered in a dramatic shift in enterprise technology. The acceleration of AI adoption, the growing complexity of infrastructure needs, the emergence of new software categories, all of these trends are shaping a different kind of enterprise. We believe this creates a window to capitalize and to step into a more expansive role within the tech ecosystem. We are doing this with experience and network to bring together the talent required for our expanded direction. And we are doing it with a goal of delivering value to our shareholders. To support this evolution, we're exploring a full rebranding of the company. We will be redesigning our website. and refreshing our brand identity to better reflect the direction and future of our company. It's strategic. It's about signaling to investors, to partners, to customers. We are evolving. We are focused on the markets that drive shareholder value today and in the years to come. Whether we complete the cloud-first sale, our capital allocation remains rooted in balance. we will continue to look for opportunities to return value to shareholders while retaining the flexibility to invest in new platforms, products, and partnerships. If we complete the sale based on the shareholder approval, and over time we cannot execute our plans for some reason, our public entity alone has value. to excellent private companies that desire to be public and to be listed on NASDAQ. We will continue to operate Nexus, which remains an asset in our portfolio, and more importantly, we will continue to pursue opportunities where we believe our expertise can unlock new value, either through organic expansion or targeted M&A. I want to reiterate, that the proposed transaction is subject to shareholder approval at our annual meeting on September 10th, 2025. I urge all the shareholders to review the material in the proxy statement. These documents outline the terms of the deal, the Board's rationale, and the long-term strategy we are pursuing. It's more than just a sale. It's a shareholder-aligned reset a chance to realize value today and position the company for greater value tomorrow. Just to recap, we have a proposed sale of Cloud First at a compelling premium with substantial net proceeds. If approved, we intend to return capital to our shareholders through a tender offer. Whether the sale is approved or not, we are executing future-facing strategy. We are rebranding the company to reflect our new direction. We are investing in next-gen growth verticals like AI, cybersecurity, and SaaS. And most importantly, we are confident that either path leads to a stronger, more focused, and ultimately more valuable data storage corporation. Thank you again for your time, your attention, and your continued support as we move forward together. And with that, I'd like to open up the call for questions. Operator? Operator | Conference Operator: Thank you. And at this time, we will be conducting our question and answer session. If you would like to ask a question, please press star 1 on your telephone keypad. A confirmation tone would indicate that your line is in the question queue. You may press star two if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. Once again, after the question, press star one on your telephone keypad. Our first question comes from Matthew Galenko with Maxim Group. Please state your question. Matthew Galenko | Analyst, Maxim Group: Hey, good morning, and thanks for taking my question. Maybe just first one is, and I apologize if I missed this in the script, but what will your cash position be roughly following the transaction? I know we have the 24 million net proceeds, so is it just another 11 million and sort of that's your post-transaction capital position? Chuck Peluso | Chairman and Chief Executive Officer: Hi, Matt. How are you? Thanks for the question. We have $24 million in there and we believe that that kind of is approximately the bottom of where it is. We really don't know fully because of taxes and other things that we have networking capital adjustments. So we believe it could be more, but you know, we're, we're cautioned with that to say it's 24 million and that would be 11 million would leave the $35 million. Great. Thank you. Matthew Galenko | Analyst, Maxim Group: And, um, Maybe on the – just on your visibility into the cloud pipeline for the balance of the year, I'm curious how that's looking. You know, are you seeing any acceleration in, you know, move to cloud and you're capturing those opportunities or, you know, sort of how is the – you know, how is the pipeline for the cloud business for the balance of the year? Chuck Peluso | Chairman and Chief Executive Officer: You know, we normally always have around $10 million in opportunities. And what happens, Matt, is it's rated from a 10% probability up to 90%. 90% means that there's verbal approvals. So it's a... You know, it's a wide question, but usually there's between $10 million in total contract value that always sits in there. What we are seeing, though, and it's continuing because we're seeing almost like a three-to-one ratio of – adds to existing customers and then, you know, then new sales that typically come in through either shows we've gone to or SEO and things like that with lead generation. But we're seeing the customers continue to add to it. But usually you'll see between $10 to $11 million. Chris is shaking his head yes at me, Matt. Matthew Galenko | Analyst, Maxim Group: All right, great. And last question for me, I'll jump back in the queue. You mentioned some higher expenses related to your European expansion. Any update on how the growth opportunity is shaping up there and kind of where are you operationally in Europe at this point? Chuck Peluso | Chairman and Chief Executive Officer: Sure. So Colin Freeman, who does an excellent job with his staff, Everything is installed in three data centers. I think we have about 10 partnerships. Other 10 partnerships, they're not the same company. I don't know if we've been clear on that in the past. They're three separate companies, organizations that have the Intel platform. in these data centers, and each one of those companies have partnership arrangements. I believe that Colin and his group have trained all of their Salesforce, the partners' Salesforce. In addition, there's around seven additional distributors. So that funnel is building. I believe they have some opportunities in there. At hand, I don't have that, but I've heard as of last week that those opportunities are building and they're working. So it's bringing them in and closing the deals. So that's going well. Also, just, you know, we've added, and I'm not sure if it hit the second quarter fully or not, you know, we have four new sales, you know, individuals, account maintenance, and and such and two additional techs that have been added into the mix on things. So we've really beefed up the sales, especially in the account maintenance area because, you know, at one time we had one person doing that. You know, we have a team now because these addendums are coming in and same customer sales are important along with the renewals that go along with it. So we continue to hold a good renewal rate. Matthew Galenko | Analyst, Maxim Group: Excellent. Thank you. I'll jump back in the queue. Operator | Conference Operator: Thank you. And a reminder to ask a question, press star 1 to remove yourself from the queue. Press star 2. Our next question comes from Ellen Litvick with Forest Hill Capital. Please state your question. Ellen Litvick | Analyst, Forest Hill Capital: Yes. Thank you. Hi, Chuck. Thanks for taking my question. Appreciate it. Um, first, can you actually walk us through, I guess, really the rationale behind selling cloud first, especially given that, you know, currently represents, uh, I guess approximately about 95% of your revenue. Chuck Peluso | Chairman and Chief Executive Officer: Hi, Ellen. Um, you know, I'm, you know, frankly speaking, personally, someone that has invested in this company and what's interesting, this company was launched on, um, nine 11 and, um, And we now have a shareholder meeting actually on September 10th. And it's kind of interesting. And hopefully we close on September 11th. And it's, you know, it's interesting of what happened 9-11. And now all of a sudden, you know, this company that kicked off then, you know, now years and years later where we are. And quite frankly, it's, you know, it's very interesting about the dates and how they align. Not to be too... you know, into astrology and all. But it's disappointing because we weren't able to do M&A. We weren't able to use the stock. Our volume was low. And we have a cash machine. If it stayed as a private company, it's a cash machine. What was the EBITDA, Chris, on, let's say, cloud first? Chris Panagiotakos | Chief Financial Officer: So the EBITDA for cloud first for Q2 was approximately a million dollars. And then for the six months, it was approximately $2.5 million. Chuck Peluso | Chairman and Chief Executive Officer: So you have a cash machine with this, and it's not being recognized. Maybe it's not exciting, but we weren't able to do anything with the stock. And we didn't want to create dilution for shareholders on it. And so at some point, you have to say, where can we get the value? And I believe that We're getting the value. I'd like it to be higher than that, but we've negotiated a deal out with a firm that we believe is excellent, Proforma, and they're backed by Renovis, a PE firm. And we think it's a great home with great people. They have an x86 type platform. So really coming together, it should be a good marriage if the shareholders approve it. But, you know, we couldn't do anything with the public company, with that company. So we need to really be able to move this forward on it. And we believe some of the things that we are planning. But if it doesn't happen on it, we're doing the things we're planning anyway. But for the most part, we want to be able to return, you know, value to shareholders. Ellen Litvick | Analyst, Forest Hill Capital: That makes sense, and thanks for being candid about it. I guess following the sale, what will the company's operations look like, and what is your strategy for driving growth in the business post-destruction? Chuck Peluso | Chairman and Chief Executive Officer: Well, post-sale, you know, I would say that there's going to be three people left in the public company. It's going to be the chief financial officer, the chief administrative officer, Wendy Schmitze, Chris Penagiotakos, and myself. And we're in the process now of actually lining up a board of advisers. Excuse me also we have nexus in as well, Chris reminds me sorry nexus and they have a great great team, I believe that the company is profitable or near very near profitability and profit and growing but. But our intention is is first on the Ai in this area we're in the process of putting together some very experienced. advisor group. And then from that, we're going to look to do some investing into companies that are developing AI vertical software. And we'll see what these acquisitions bring and how long it'll take us. But it will take us probably 30 to 60 days to actually get a full position on a full plan. if that helps. But we're back to the beginning again. The only difference is when I started this company with Larry Maglione and Rich Ribetti, there were three of us and we started it from scratch. And we're okay with doing that again because now this time we have a public company and we have a few million dollars. And we have Nexus, which is an excellent company. I don't know if that answers the question. Ellen Litvick | Analyst, Forest Hill Capital: Yes, it definitely does. And thanks again so much. If I have any other questions, I'll hop back in the queue. Thanks again, Chuck. Thank you, Ellen. Thank you, Ellen. Operator | Conference Operator: Thank you. And final reminder, if you'd like to ask a question now, press star 1 on your phone. Once again, to ask a question now, press star 1 on your phone. We'll pause for a couple moments. And ladies and gentlemen, there appears to be no additional requests for questions, so I'll hand the floor to Chuck Peluso for closing remarks. Thank you. Chuck Peluso | Chairman and Chief Executive Officer: Thank you for the questions, Matt and Ellen. As we move into this next chapter, we're focused on unlocking value, whether that's through the proposed sale of Cloud First or through the continued optimization of our existing businesses. This is a moment of alignment. aligning capital with opportunity, aligning our brand with strategic future, and aligning our operations with growth sectors that are reshaping today enterprise technology. We have a clear path and a commitment to making disciplined, high-impact decisions that will drive shareholder value. In short, we are not standing still. We are transforming. We are building a company that reflects where the market is going. Regardless of the outcome of the shareholder vote, our vision remains the same, to evolve, to invest, and to grow. We're excited about what lies ahead, and we are confident that our strategy will position Data Storage Corporation for long-term success. I'd like to thank the shareholders for your continued support. Have a great day, and thank you. Operator | Conference Operator: This concludes today's conference. All parties may disconnect. Have a good day. jsPDF 3.0.3 D:20260606090108-00'00'