Cloudastructure Inc-A(CSAI) - 2025 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION This section provides the unaudited condensed financial statements and management's discussion and analysis for the company Item 1. Financial Statements This section presents the unaudited condensed financial statements for Cloudastructure, Inc., including balance sheets, statements of operations, shareholders' equity, and cash flows, along with detailed notes explaining the company's accounting policies, financial performance, capital structure, and related party transactions for the periods ended June 30, 2025, and December 31, 2024 Condensed Unaudited Balance Sheets This section presents the company's financial position, detailing assets, liabilities, and stockholders' equity at specific reporting dates Balance Sheet Highlights (in thousands) | Item | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :---------------- | | ASSETS | | | | Cash and cash equivalents | $7,733 | $52 | | Total current assets | $8,864 | $535 | | TOTAL ASSETS | $9,062 | $615 | | LIABILITIES AND STOCKHOLDERS' DEFICIT | | | | Total current liabilities | $1,002 | $1,118 | | TOTAL LIABILITIES | $1,002 | $1,118 | | TOTAL STOCKHOLDERS' EQUITY | $8,060 | $(503) | | TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $9,062 | $615 | - Total assets increased significantly from $615 thousand at December 31, 2024, to $9,062 thousand at June 30, 2025, primarily driven by a substantial increase in cash and cash equivalents[10] - Stockholders' equity shifted from a deficit of $(503) thousand at December 31, 2024, to a positive $8,060 thousand at June 30, 2025[10] Condensed Unaudited Statements of Operations This section outlines the company's revenues, expenses, and net loss for the reported interim periods Statements of Operations Highlights (in thousands) | Item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenues | $1,090 | $297 | $1,828 | $533 | | Gross profit (loss) | $404 | $108 | $734 | $92 | | Total operating expenses | $2,324 | $1,852 | $5,091 | $3,455 | | Loss from operations | $(1,921) | $(1,743) | $(4,356) | $(3,363) | | Net loss | $(2,011) | $(1,852) | $(4,564) | $(3,569) | | Basic and diluted (loss) per share | $(0.14) | $(0.13) | $(0.31) | $(0.26) | - Revenues for the three months ended June 30, 2025, increased by 267% to $1,090 thousand from $297 thousand in the prior year period[12] - Net loss for the six months ended June 30, 2025, increased by 27% to $(4,564) thousand from $(3,569) thousand in the prior year period[12] Condensed Unaudited Statements of Shareholders' Equity (Deficit) This section details changes in the company's equity, including additional paid-in capital and accumulated deficit Shareholders' Equity (Deficit) Highlights (in thousands) | Item | Balance as of Dec 31, 2024 | Balance as of June 30, 2025 | | :-------------------------- | :------------------------- | :-------------------------- | | Additional paid-in capital | $40,351 | $53,478 | | Accumulated deficit | $(40,856) | $(45,420) | | Total Shareholders' Equity (Deficit) | $(503) | $8,060 | - Total Shareholders' Equity (Deficit) improved significantly from a deficit of $(503) thousand at December 31, 2024, to a positive $8,060 thousand at June 30, 2025, primarily due to issuances of Class A, Class B, and Preferred shares, net of issuance costs, and stock-based compensation[19] - Additional paid-in capital increased by $13,127 thousand during the six months ended June 30, 2025[19] Condensed Unaudited Statements of Cash Flows This section reports the cash inflows and outflows from operating, investing, and financing activities Cash Flow Highlights (in thousands) | Item | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net Cash Used in Operating Activities | $(4,306) | $(2,274) | | Net Cash Used in Investing Activities | $(150) | $(16) | | Net Cash Provided by Financing Activities | $12,137 | $(51) | | Net Change in Cash | $7,681 | $(2,341) | | Cash at End of Period | $7,733 | $1,701 | - Net cash provided by financing activities significantly increased to $12,137 thousand for the six months ended June 30, 2025, compared to $(51) thousand in the prior year, primarily from preferred share issuances[23] - Net cash used in operating activities increased to $(4,306) thousand for the six months ended June 30, 2025, from $(2,274) thousand in the prior year[23] Notes to Unaudited Condensed Financial Statements These notes provide essential context to the unaudited condensed financial statements, detailing the company's nature of operations, significant accounting policies (including revenue recognition and goodwill impairment), capital structure changes from equity financings, related party transactions, and subsequent events. Key updates include substantial capital raises from preferred stock sales and an equity line, and the establishment of an India subsidiary for remote guarding - Note 1 - Nature of Operations: Cloudastructure, Inc. is a technology service provider focused on intelligent devices and software for physical security applications, primarily funded through financing activities since its formation in 2003[25] - Note 2 – Summary of Significant Accounting Policies: The company operates as an "emerging growth company" and has elected an extended transition period for new accounting standards. Revenue is recognized when control of goods/services is obtained, with subscription revenue recognized ratably. A $1.67 million goodwill impairment loss was recorded in Q4 2023 due to underutilization of acquired assets. Recent equity financings (Series 1 & 2 Preferred, Equity Line) are expected to provide sufficient liquidity for at least one year[29][45][47][53] - Note 3 – Basic and Diluted Loss Per Share: Basic and diluted loss per share was $(0.31) for the six months ended June 30, 2025, compared to $(0.26) for the same period in 2024. Approximately 16.1 million (2025) and 14.3 million (2024) potentially dilutive shares were excluded due to their antidilutive effect[12][57] - Note 4 – Share Capital: The company raised $6.3 million from Series 1 Preferred Stock and Class A common stock sales (Jan 2025) and an additional $7.5 million from Series 2 Preferred Stock sales (March/April 2025) to Streeterville Capital. An Equity Line with Atlas Sciences allows for up to $50.0 million in Class A common stock purchases. Stock option activity for Q2 2025 included 562,500 grants and 415,015 cancellations[60][61][63][65][66] - Note 5 – Related Party Transactions: Transactions include an aircraft dry lease with Cloud Transport Operations LLC and a data center lease with Hydro Hash, Inc., both involving the company's founder and former CEO, Rick Bentley. The aircraft lease was canceled on March 25, 2025[69][71] - Note 6 – Reverse Stock Split: A 1-for-6 reverse stock split was effected on October 24, 2024, with all share and per share information presented retrospectively[72] - Note 7 – Segment Reporting: The company operates as a single operating segment focused on cloud-based AI video surveillance and remote guarding security services, with the CEO as the chief operating decision-maker[73] - Note 8 – Subsequent Events: Post-June 30, 2025, the company issued additional Series 2 Preferred shares as dividend payments and is establishing a wholly-owned subsidiary in India to manage remote guarding operations directly[75][76] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial condition and operational results, highlighting significant revenue growth driven by increased customer acquisition in AI video surveillance and remote guarding. It details the components of revenue and expenses, analyzes the financial performance for the three and six months ended June 30, 2025, compared to 2024, and discusses liquidity, capital resources, and the company's status as an emerging growth company Overview This section introduces the company's core business of cloud-based AI video surveillance and remote guarding services - Cloudastructure, Inc. provides cloud-based AI video surveillance and Remote Guarding services, built on AI and machine learning platforms[86] - The company has contracts with five of the top 10 property management companies and is focused on expanding within existing customer locations and acquiring new ones in the property management (proptech) space[87] - Remote Guarding services deterred over 98% of threatening activity for customers through the first six months of 2025, leveraging AI for proactive crime prevention[88] Components of Results of Operations This section details the primary sources of revenue and the categories of costs and operating expenses - Net revenues primarily consist of subscriptions to cloud video surveillance and remote guarding, hardware sales, and installation services[89] - Revenue recognition for subscriptions is ratable, hardware sales are recognized at delivery, and installation services upon completion[92] - Cost of goods sold includes hosting, equipment, installation, and operations department costs, while operating expenses cover general & administrative, research & development, and sales & marketing[93][94] Results of Operations This section analyzes the company's financial performance, including revenue, gross profit, and net loss, for the reported periods - Three Months Ended June 30, 2025 vs. 2024: * Total Revenue: Increased by 267% to $1,090,188 (2025) from $296,777 (2024), driven by a 58% increase in customers * Gross Profit: Increased by 273% to $402,698 (2025) from $108,192 (2024) * Net Loss: Increased by 9% to $2.0 million (2025) from $1.85 million (2024)[96][104] Revenue by Service Line (Three Months Ended June 30, in thousands) | Service Line | 2025 ($) | 2024 ($) | Change (%) | | :----------------------------- | :------- | :------- | :--------- | | Cloud Video Surveillance | 151 | 65 | 133% | | Remote Guarding | 138 | 55 | 151% | | Hardware | 455 | 47 | 863% | | Other (installation, door subscriptions, etc.) | 347 | 130 | 167% | | Total | 1,090 | 297 | 267% | - Six Months Ended June 30, 2025 vs. 2024: * Total Revenue: Increased by 243% to $1,828,013 (2025) from $533,454 (2024), due to a 60% increase in customers * Gross Profit: Increased by 701% to $734,112 (2025) from $91,637 (2024) * Net Loss: Increased by 27% to $4.6 million (2025) from $3.6 million (2024)[105][114] Revenue by Service Line (Six Months Ended June 30, in thousands) | Service Line | 2025 ($) | 2024 ($) | Change (%) | | :----------------------------- | :------- | :------- | :--------- | | Cloud Video Surveillance | 267 | 129 | 106% | | Remote Guarding | 243 | 95 | 157% | | Hardware | 766 | 138 | 454% | | Other (installation, door subscriptions, etc.) | 553 | 171 | 223% | | Total | 1,828 | 533 | 243% | - Operating expenses for the six months ended June 30, 2025, increased by 47% to $5,091 thousand from $3,455 thousand in the prior year, primarily due to increased payroll (including one-time bonuses), insurance costs, and marketing expenses[109][110][112] Off-Balance Sheet Arrangements This section confirms the absence of any material off-balance sheet arrangements impacting the company's financial condition - As of the report date, the company has no off-balance sheet arrangements that are reasonably likely to have a material current or future effect on its financial condition, revenues, results of operations, liquidity, capital expenditures, or capital resources[115] Liquidity and Capital Resources This section discusses the company's ability to meet its financial obligations and its sources of funding - The company has historically funded operations primarily through capital stock sales and anticipates incurring additional losses for the foreseeable future[116][125] Summary of Cash Flows (Six Months Ended June 30, in thousands) | Item | 2025 | 2024 | | :-------------------------------- | :--- | :--- | | Net cash (used in) operating activities | (4,306) | (2,274) | | Net cash (used in) investing activities | (150) | (16) | | Net cash provided by financing activities | 12,137 | (51) | | Cash and cash equivalents at end of period | 7,681 | (2,341) | - As of June 30, 2025, the company had $7.7 million of cash on hand and $7.8 million of working capital, expected to fund operations through at least Q2 2026, supported by recent Series 2 Equity Financing and an Equity Line[126] - The company had an accumulated deficit of approximately $45.4 million as of June 30, 2025, and expects to continue incurring operating losses and negative cash flows[128] Contractual Obligations and Commitments This section outlines the company's current and long-term financial obligations and commitments - Primary contractual obligations relate to month-to-month operating lease, capital lease, and insurance obligations, which are generally terminable with notice[130] - An outstanding obligation to the SEC from a September 2023 settlement was paid in full on August 9, 2024[131] - The company has no other long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities[131] Emerging Growth Company This section explains the company's status as an "emerging growth company" and the associated regulatory exemptions - The company is an "emerging growth company" under the JOBS Act, benefiting from exemptions from certain reporting and disclosure requirements[132] - It has elected an extended transition period for complying with new or revised accounting standards, which may affect comparability of its financial statements with other public companies[133] - Exemptions include not requiring an auditor attestation report on internal control over financial reporting (Section 404(b)) and certain executive compensation disclosures[138] Critical Accounting Estimates This section describes the significant judgments and assumptions made by management in preparing the financial statements - The preparation of financial statements requires management to make estimates and assumptions in conformity with U.S. GAAP, which are evaluated on an ongoing basis[136] - Estimates are based on historical experience and various reasonable assumptions, but actual results could differ[136] Item 3. Quantitative and Qualitative Disclosures about Market Risk As a smaller reporting company, Cloudastructure, Inc. is not required to provide the information typically mandated by this item regarding quantitative and qualitative disclosures about market risk - The company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[139] Item 4. Controls and Procedures This section addresses the effectiveness of the company's disclosure controls and procedures and reports on any changes in internal control over financial reporting Evaluation of Disclosure Controls and Procedures This section reports on management's assessment of the effectiveness of the company's disclosure controls and procedures - Management, with the participation of the principal executive and financial officers, concluded that disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2025[140] Changes in Internal Control over Financial Reporting This section confirms whether any material changes occurred in the company's internal control over financial reporting - There have been no changes in internal control over financial reporting during the quarter ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting[141] PART II. OTHER INFORMATION This section provides additional information including legal proceedings, risk factors, equity sales, and other disclosures Item 1. Legal Proceedings As of June 30, 2025, Cloudastructure, Inc. is not involved in any material legal proceedings, nor are any such proceedings pending or threatened against the company - As of June 30, 2025, the company is not subject to any material legal proceedings, nor are any material legal proceedings pending or threatened against it[143] Item 1A. Risk Factors This section states that there have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2024 - There have been no material changes in the company's risk factors from those set forth in its Annual Report on Form 10-K for the year ended December 31, 2024[144] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds On April 11, 2025, the company completed an unregistered sale of 3,000 shares of Series 2 Preferred Stock to Streeterville Capital, LLC for $3.0 million, relying on exemptions from registration. These shares are convertible into Class A common stock, subject to beneficial ownership limitations and a conversion price that can adjust based on market conditions and specific trigger events - On April 11, 2025, the company sold 3,000 shares of Series 2 Preferred Stock to Streeterville Capital, LLC for aggregate gross proceeds of $3.0 million in an unregistered sale, relying on Section 4(a)(2) and Rule 506 of Regulation D[145] - Conversion of Series 2 Preferred shares into Class A common stock is subject to beneficial ownership limitations (e.g., not exceeding 4.99% individually or 9.99% with affiliates)[146] - The Conversion Price is fixed at $10 per share but can be reduced if the company issues Class A common stock at a lower price, or to 88% of the lowest daily volume-weighted average price (VWAP) during an eight-business-day period prior to measurement date following an event of default or Trigger Event, with a floor of 20% of the Nasdaq Rule 5635 Minimum Price[148] Item 5. Other Information This section reports on the adoption of Rule 10b5-1 trading arrangements by the company's executive officers during the quarter ended June 30, 2025 Adoption or Termination of Rule 10b5-1 or non-Rule 10b5-1 Trading Arrangements This section details the establishment of Rule 10b5-1 trading plans by the company's executive officers - The CEO, CFO, CTO, and CRO adopted Rule 10b5-1 trading arrangements on June 11-13, 2025, for the sale of Class A Common Stock[150] Rule 10b5-1 Trading Arrangements Adopted | Name and Title | Date Adopted | Aggregate No. of Shares of Class A Common Stock to be Sold | Duration | | :--------------- | :----------- | :------------------------------------------------------- | :------- | | James McCormick, CEO | 06/11/2025 | Up to 440,709 | 09/01/2026 | | Greg Smitherman, CFO | 06/11/2025 | Up to 500,000 | 09/01/2026 | | Gregory Rayzman, CTO | 06/11/2025 | Up to 360,000 | 09/01/2026 | | Lauren O'Brien, CRO | 06/13/2025 | Up to 742,000 | 09/01/2026 | Item 6. Exhibits This section lists all exhibits filed with the Form 10-Q, including corporate bylaws, various waiver and supplemental agreements related to financing, certifications from executive officers, and interactive data files in iXBRL format - Exhibits include the Second Amended and Restated Bylaws of Cloudastructure, Inc. (Exhibit 3.1)[152] - Several waiver and supplemental terms agreements with Streeterville Capital, LLC and Atlas Sciences, LLC are filed as exhibits[152] - Certifications from the Chief Executive Officer and Chief Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 are included[152] - Interactive Data Files formatted in iXBRL (Inline eXtensible Business Reporting Language) are provided[154] SIGNATURES The report was officially signed on August 14, 2025, by James McCormick, Chief Executive Officer, and Greg Smitherman, Chief Financial Officer, on behalf of Cloudastructure, Inc - The report was signed by James McCormick (Chief Executive Officer) and Greg Smitherman (Chief Financial Officer) on August 14, 2025[158]