UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


——————


FORM 8-K


——————


CURRENT REPORT


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  February 6, 2020


——————


Duos Technologies Group, Inc.

(Exact name of registrant as specified in its charter)


——————


Florida

000-55497

65-0493217

(State or Other Jurisdiction

(Commission

(I.R.S. Employer

of Incorporation)

File Number)

Identification No.)


6622 Southpoint Drive S., Suite 310

Jacksonville, Florida 32216

(Address of Principal Executive Office) (Zip Code)


(904) 652-1601

(Registrant’s telephone number, including area code)


____________________________________________________

(Former Name or Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

None

 

None

 

None


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company  ¨


If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨


 

 







 



Cautionary Note Regarding Forward-Looking Statements


This Current Report on Form 8-K includes information that may constitute forward-looking statements. These forward-looking statements are based on the Companys current beliefs, assumptions and expectations regarding future events, which in turn are based on information currently available to the Company. By their nature, forward-looking statements address matters that are subject to risks and uncertainties. Forward looking statements include, without limitation, statements relating to projected industry growth rates, the Company’s current growth rates and the Company’s present and future cash flow position. A variety of factors could cause actual events and results, as well as the Company’s expectations, to differ materially from those expressed in or contemplated by the forward-looking statements. Risk factors affecting the Company are discussed in detail in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable securities laws.

 

Item 7.01 Regulation FD Disclosure.

 

Pursuant to Regulation FD, Duos Technologies Group, Inc. (the “Company”) hereby furnishes investor presentation materials in the form of a power point presentation and description of the Company’s current platform technology (the “Presentation Material”) written by the Company to update current shareholders as well potential investors of the Company’s business strategy. The Company will present the Presentation Material to investors, shareholders and/or customers on or after February 7, 2020.

 

The information provided under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is “furnished” and shall not be deemed “filed” with the Securities and Exchange Commission or incorporated by reference in any filing under the Securities Exchange Act or 1934 or the Securities Act of 1933. The Presentation Material can also be found on our website at https://duostechnologies.com.


Item 9.01. Financial Statements and Exhibits. 

 

(d)

Exhibits.

 

Exhibit Number

 

Description

99.1

 

Presentation Material

 




2



 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.


         

DUOS TECHNOLOGIES GROUP, INC.

 

 

  

 

 

 

Dated: February 6, 2020

By:  

/s/ Adrian Goldfarb

 

 

Adrian Goldfarb

Chief Financial Officer

 

 







3


EXHIBIT 99.1

 

GOVERNMENT UTILITIES OIL AND GAS RAIL CHEMICAL DISTRIBUTION INVESTOR PRESENTATION Pending NASDAQ: DUOT FEBRUARY 2020

 
 

2 Safe Harbor Statement This presentation, as well as other written or oral statements made from time to time, includes “forward - looking statements,” within the meaning of the U . S . Securities Act of 1933 , as amended and the U . S . Securities Exchange Act of 1934 , as amended, or the “Exchange Act . ” Forward - looking statements are not based on historical information and include, without limitation, statements regarding our future financial condition and results of operations, business strategy and plans and objectives of management for future operations . Forward - looking statements reflect our current views with respect to future events . The words “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “project,” “estimate,” “plans,” “continuing,” or the negative of these words and similar expressions identify forward - looking statements . These forward - looking statements are based upon estimates and assumptions made by us or our officers that, although believed to be reasonable, are subject to certain known and unknown risks and uncertainties that could cause actual results to differ materially and adversely as compared to those contemplated or implied by such forward - looking statements . All forward - looking statements involve risks, assumptions and uncertainties . You should not rely upon forward - looking statements as predictors of future events . The occurrence of the events described, and the achievement of the expected results, depend on many events, some or all of which are not predictable or within our control . Actual results may differ materially from expected results . These risks, assumptions and uncertainties are not all of the important factors that could cause actual results to differ materially from those expressed in any of our forward - looking statements . Other known as well as unknown or unpredictable factors also could harm our results . All of the forward - looking statements we have included in this presentation are based on information available to us on the date of this presentation . We undertake no obligation, and specifically decline any obligation, to update publicly or revise any forward - looking statements, whether as a result of new information, future events or otherwise . In light of these risks, uncertainties and assumptions, the forward - looking events discussed in this presentation might not occur . Any reference to financial projections in this presentation, if any, are for illustrative purposes only and are based upon certain hypothetical assumptions, which we believe are reasonable as of the date of this Presentation . The selection of assumptions requires the exercise of judgment and is subject to uncertainty due to the effect that economic or other changes may have on future events . The assumptions used for the projections in this Presentation, if any, are those we believe to be most significant to the projections . Pending NASDAQ: DUOT

 
 

3 Who We Are Headquartered in Jacksonville, FL Staff of 74 employees and 11 full - time contractors ( 85 Total ) We design, develop and implement Turnkey Advanced Intelligent Technologies • Intelligent Sensor and Data Acquisition Systems • Decode inputs from virtually any sensor or data output/input • Artificial Intelligence (AI) Analytics • Emphasis on AI enables faster results that improve over time • Enterprise Information Management (EIM) • Translate and present that information to end users seamlessly 3

 
 

4 Who We Serve Our Products are Industry Agnostic with current focus on • Rail transportation (highlighted in this presentation) • Retail distribution centers • Critical infrastructure security 9 patents and 16 trademarks granted and/or pending 4 February 2019 - Launched AI and deep learning subsidiary true vue 360 TM

 
 

5 What is Connected Intelligence • Advanced, intelligent technologies are becoming increasingly complex • Development requires multiple skill sets across different areas of expertise • Industry - wide trend to outsource development and maintenance of these complex technology systems 5 We provide end - to - end solutions to address this unmet needs Duos Differentiator Turnkey Data Capture Allows operators to access vital information without disrupting existing processes Analytics via AI capabilities Captured data is converted into actionable information and leveraged at scale End User Interface Presents information, images and other data to the customer in a format that allows for clear decision making true vue 360 TM duos tech duos tech

 
 

6 Our Solutions for Rail Significant Revenue Driver

 
 

7 Rapidly Changing Rail Industry » Freight railroads generally have operated the same way for more than a century » Recently the business model has changed significantly » Now railroads want to run more like commercial airlines , where departure times are set » “Precision - scheduled railroading … sparked a stock rally that has added tens of billions of dollars to railroad values in the past 6 months ” Source: The Wall Street Journal (April 2019) Precision Railroading is based on » Significant labor force reduction » Addition of significant technologies to streamline the mechanical inspection process » Analysts expect “the North American freight rail network to near full automation in seven years … [that] could come in as a significant traffic growth opportunity” » …However, the market for automated solutions is virtually unpenetrated Source: Cowen Washington Research Group Precision Railroading is a Game Changer

 
 

8 The Current Railcar Inspection Process NORTH AMERICAN AMERICAN RAIL RAIL MARKET DATA 60B Freight Rail /yr. 1.56M Freight Cars 26,500 Locomotives 140,000 Miles of Class 1 Track 500 + Freight Rail Yards 21 Regional Railroads 510 Local Railroads $ Source: US Federal Railroad Administration 8 • Railcar inspections are mandated by the Federal Railroad Administration (FRA) • Each railcar requires mechanical inspection prior to leaving a rail yard • Currently conducted manually inside rail yards • Average dwell time: 1.5 to up to 3 hours per train • We invented the automated rail car inspection portal technology • Industry is rapidly adopting this new technology, introducing automation • Precision railroading requires change in maintenance strategies

 
 

9 Our Solution Railcar Inspection Portal ( r i p ® ) duos tech r i p ® solution: Remote, four - sided (360 ° ), automated mechanical inspection while traveling at speeds ≥ 120 MPH before train enters a yard Implementations:  Mechanical Inspections  B order Crossings  S ecurity Inspections Benefits of r i p ® Reduction/shift of field labor (Finders become Fixers) Substantial reduction of dwell time per train Increased safety, accuracy and efficiencies Increase in average system velocity Prevent derailments Substantial savings, impact on operator’s bottom line

 
 

10 r i p ® 360 ° Example Detections at Speed Dead Body (Mexico) Separated Truck Illegal Riders Oil Leak Spring out of Position Shaved Axel

 
 

11 The Future of Railcar Mechanical Inspections r i p ® Railcar Inspection Portal 360 o Inspection explains … See video at https://vimeo.com/332002914

 
 

12 The North American Rail Market NORTH AMERICAN RAIL NETWORK NORTH AMERICAN RAILYARDS Significant Growth Opportunity, Revenue Driver

 
 

13 r i p ® Railcar Inspection Portal Recent Developments: Canadian National • 7 Inspection portal systems completed over two years • Significant expansion of existing systems planned for 2020 (additional aspects also to be included) KCSM • 1 portal shipped in Q4/2019, final installation Q1/2020 • Considered a pilot for future expansion CSX • 1 Inspection completed in Q4/2019 • Next phase is development of AI applications • Considered a pilot for future expansion Transit Rail • Applications adapted to transit sector • Marketing started in Q3/2019 Industrial Version • Developed/deployed with manufacturers • Shortlines represent significant market opportunities

 
 

Our Technologies' Future in Artificial Intelligence and Intelligent Analytics NEURAL NETWORKING true vue 360 TM a duos tech company

 
 

15 Proprietary AI platform including privately hosted cloud architecture Industry agnostic with initial target industries: • Rail • Logistics • Security • Government Current deployments: • 22 rail applications completed or in learning mode for multiple customers • Gate automation (logistics) • Security applications In the immediate future: • >12 new models per month to be completed a duos tech company true vue 360 Platform Capabilities New technology enables computers to continuously learn new concepts from raw data Model development and algorithm creation designed for analysis of images and sensor data to discover: Performance Anomalies Security Threats Mechanical Defects Predictive maintenance issues true vue 360 TM SaaS Pricing Model Builds Recurring Revenue Revenue ❶ Upfront charge per model development ❷ Annual upfront license charge ☑ Per application ☑ Per site

 
 

16 2019 2020 x Sales team hired and executing Q3 Q1 Q2 x Launched AI and deep learning subsidiary true vue360 TM x Establish company, resources and begin platform development x Release first version of platform x Establish modeling hardware x First revenues from existing customers x Expanded contract with Class 1 freight railroad for ~$1.0M in recurring rev. over 5 - year contract true vue 360 TM Roadmap >12 New models/applications per month – expand to other industries

 
 

Financial Overview

 
 

18 Consolidated Income Statement (in ‘000s) 9 Months 2019 (Unaudited) 9 Months 2018 (Unaudited) FY 2018 FY 2017 Revenue $7,896 $9,490 $12,048 $3,885 Cost of Sales 4,566 5,428 6,844 2,295 Gross Profit 3,330 4,062 5,204 1,590 % of Revenue 42% 43% 43% 41% Operating Expenses 6,365 4,796 6,774 5,034 Income (Loss) from Operations (3,035) (734) (1,569) (3,443) Other Income (Expense) (15) (11) (11) (1,709) Net Income (Loss) ($3,050) ($745) ($1,580) (5,152) EPS (LPS)* (1.82) ($0.56) ($1.06) ($20.07) 2018: Record topline revenues with key clients in target markets 2019 : Revenue Guidance $13.5 - $14.0 million 2020: Initial Revenue Guidance $ 20.0 million, expected to be cashflow positive for full year * Split - Adjusted Pending NASDAQ: DUOT FINANCIAL REVIEW (2018 – 2020)

 
 

19 Balance Sheet (in ‘000s) Based on September 30, 2019 10Q (Unaudited) Current Assets $4,026 Cash, A/R, Contract Assets* $3,767 Current Liabilities $5,326 Deferred Revenue, Contract Liabilities** $1,597 Debt (non - convertible, 3% Coupon) $1,000 ____________ * Contract Assets become A/R as projects complete milestones ** Contract Liabilities reduce as project milestones completed Cash 1/24/2020: $1,019 Selected Data Pending NASDAQ: DUOT

 
 

20 Common Stock 1,980,085 Warrants Options 1,521,250 * 163,010 ** Series B Convertible Preferred *** 243,572 Total Share Count Fully Diluted 3,907,917 Capital Structure ____________ * Weighted Average Exercise Price: $8.78/share ** Exercise Price : $14.00/share *** Common Stock Equivalent as converted Pending NASDAQ: DUOT as of 12/31/2019

 
 

21 Experienced Leadership Team Adrian Goldfarb EVP, Chief Financial Officer, Director Mr . Goldfarb is an industry veteran including more than 35 years in information technology beginning at IBM . For the last 20 years, Mr . Goldfarb has specialized in new venture and early stage organizations where he has assumed roles of increasing responsibility and leadership including CFO, President, and Board Member . Mr . Goldfarb currently serves as our CFO and member of the Board of Directors and oversees the Company’s IT Asset Management business unit . He holds a Bachelors of Arts in Business Administration with a concentration in Finance . Javier Acosta VP, Operations| Operating Subsidiary Mr . Acosta has more than 20 years’ experience in operational and planning leadership roles, having worked with a large Fortune 20 company, as well as with much smaller companies . His leadership, vision, and team building efforts have produced process improvements while fostering strong ties with consumers, distribution channel partners, and organizations world - wide . While at Ford Motor Company, he served across various roles and international assignments providing global contributions to Ford’s industry leading multinational process improvement initiatives . Wm. Scott Carns SVP, interim - Chief Operating Officer| Operating Subsidiary Mr. Carns has extensive experience in information technology with an emphasis on intelligent video analytics and centralized com mand and control applications. Prior to joining Duos, Mr. Carns was Information Technologies Coordinator for Environmental Capital Hol din gs, Inc. and was President of Software Solutions Group, Inc. Mr. Carns supports the sales teams for project implementation. He also served in th e US Army and attended Kansas State University. Gianni Arcaini Chairman, President, CEO Mr . Arcaini’s thirty - five year executive career began in Europe, leading a range of companies, spanning multiple industries . After immigrating to the United States, Mr . Arcaini formed Environmental Capital Holdings, Inc . (“ECH”), a company focusing on the transfer of technologies from Europe to the U . S . ECH later acquired Duos Engineering B . V . which was later rebranded as Duos Technologies (USA), Inc . , the predecessor company of Duos . In 2002 , Duos Technologies (USA) spun off from ECH and under the leadership of Mr . Arcaini expanded into a broad - based technology company with a special focus on developing technologies for the homeland security industry . Mr . Arcaini is the inventor or co - inventor of all current technologies offered by Duos and is signatory to 14 patents granted or pending . He graduated from the State Business School in Frankfurt, Germany and is fluent in five languages . Connie Weeks EVP, Chief Accounting Officer Ms . Weeks has over thirty - five years of accounting experience and is responsible for all aspects of financial reporting, internal controls, and cash management . She has been a key member of the Duos team for over 17 years . She also oversees the Company’s Human Resources function . David Ponevac SVP, Chief Technology Officer | Operating Subsidiary Mr. Ponevac has over fifteen years of software engineering experience concentrating on web and mobile environments. He has c ons iderable expertise in Objective - C, Java, C#, PHP and many other scripting languages. He is also driving the Company’s Artificial Intelli gence efforts including platform development. Previously, he was CTO of Luceon LLC and worked with a range of domestic and international c lie nts operating in the public and private sectors. He holds a Bachelors of Science in Electrical Engineering and a Masters in Computer Science , b oth from University of Texas, El Paso. Mike Halter VP, Engineering | Operating Subsidiary Mr. Halter is an accomplished technical leader with 29 years of experience in multiple engineering disciplines including electric al, mechanical, chemical, manufacturing, test and software engineering. His career ranges from leading large groups of engineers in multibill ion - dollar corporations to directing small engineering teams in start - up companies and driving them from start - up through acquisition. He h as served as the technical team lead in obtaining and maintaining ISO9001 and AS9100 certifications with multiple organizations. He currently ser ves as our Vice President of Engineering and has primary oversight for the development and delivery of Duos products. He holds a Master of Sc ien ce degree in Electronic Engineering and Instrumentation as well as a Bachelor of Science degree in Physics both from University of Arkansa s, Little Rock. Pending NASDAQ: DUOT

 
 

22 Investment Highlights Significant, Global Market Opportunities • Combined North American markets exceed $100B • $60B North American Rail Industry • $53B Enterprise Information Management (EIM) Market • $ 2B Video Analytics Market • Unquantifiable AI Market Growing, Tier - one Customer Base • Multiple, multi - million dollar deployments announced in 2018 with more expected in 2019 Improving Financial Position • 2018 revenue of $12 million, representing a 210% increase compared to 2017 • 2019 revenue guidance of $13.5 to $14 million • 2020: Initial Revenue Guidance $ 20.0 million, expected to be cashflow positive for full year Strong Rail Industry Tailwinds • Industry rapidly moving toward automation and optimization to reduce costs, increase safety and improve efficiency Superior, Proprietary Technology • Spent majority of 2018 on further developing in - house technologies to enable exponential scaling in 2019 – 2020 Built for the Future • Launched AI and deep learning subsidiary true vue 360 TM earlier this year • Proprietary platform compatible with third party applications • Transition to software focus should lead to increased margins and recurring revenues Pending NASDAQ: DUOT

 
 

23 Contact Us Duos Technologies Corporate Tracie Hutchins Duos Technologies Group, Inc. 904 - 652 - 1601 tlh@duostech.com Investor Relations Matt Glover or Tom Colton Gateway Investor Relations 949 - 574 - 3860 DUOT@gatewayir.com Pending NASDAQ: DUOT