Cloudastructure, Inc. Q2 F2026 Earnings Call Transcript

Greetings and welcome to the Cloud Structure, Inc. first quarter 2026 Business Update conference call. At this time, all participants are on a listen-only mode, and 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. And please note, this conference is being recorded. I will now turn the conference over to Walter Pinto, Managing Director at KCSA Strategic Communications. Sir, the floor is yours.

Good afternoon, everyone. Thank you for joining. On the call with us today are James McCormick, Chief Executive Officer, and Greg Smitherman, Chief Financial Officer. Earlier today, the company issued a press release announcing its operating results for the three-month end in March 31, 2026. The release is available on our website at cloudastructure.com. Our form 10-Q can also be found on our website and at sec.gov. Before I turn the call over to management to review the company's operating results and provide a business update, I want to remind everyone that today's call may include forward-looking statements within the meaning of the Private Security Litigation Reform Act of 1995. These statements include statements regarding our expected business performance, strategy, market opportunities, customer demand, deployment activity, recurring revenue, operating results, liquidity, and growth plans. forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Important factors that could cause actual results to differ materially are described in today's earnings release and in the company's filings with the SEC, including the risk factors discussed in our most recent annual report on Form 10-K and subsequent filings. overlooking statements made on this call speak only as of today, and the company undertakes no obligation to update them as required by law, except as required by law. We may also discuss non-GAAP financial measures on today's call. Reconciliations to the most directly comparable GAAP measures, where applicable, are included in today's earnings release and related materials are available on our investor relations website. I'd now like to turn the call over to James McCormick, Chief Executive Officer. James?

Well, thank you, Walter, and thank you to all of us for joining us today. Before we get into the numbers, I want to take a moment to speak directly to something that's been on a lot of your minds and certainly ours. As part of preparing this quarter's filing, we identified a technical accounting classification issue related to how our Series 1 and Series 2 preferred stock were presented on the balance sheet. This was solely related to a classification matter on our balance sheet, not a change in our cash operations or assets. And Greg Smitherman will walk through the specifics in a few minutes. We have since taken action to resolve the underlying issue with the source, amending the terms of our series two preferred stock so that this is avoided going forward. I want to thank our shareholders for your patience and continued confidence in cloud structure while we worked through this, and I am very glad to put it behind us. We remain focused, continuing to execute against our business plan. So let's turn to our first quarter financial results. Q1 was another strong quarter. as we continue to execute on our strategy and build momentum across the business. We made meaningful progress expanding our customer base, deepening existing relationships and scaling our AI driven security platform across multiple markets. We are seeing increasing demand for proactive AI powered security solutions and our platform continues to resonate with customers who are looking for measurable outcomes and real time deterrence. Importantly, as I have mentioned many times, this is a platform proving effective across many verticals already, including multifamily housing, logistics, commercial and infrastructure environments. reinforcing the true strength and scalability of our model. Revenue for the quarter was approximately $1.3 million, representing 78% year-over-year growth, while Q4 2025 was an exceptionally strong quarter, driven by a high level of year-end deployments. As we moved into Q1, we saw expected seasonality, where customers establish budgets and plan deployments for the remainder of the year. This has historically resulted in our revenue activity building throughout the second half of the year. Based on our current pipeline and customer engagement, we are planning for activity to build as we move through 2026. Demand remains strong. supported by both new customer wins and expansion within existing accounts. At the same time, we continue to see increasing contribution from recurring subscription and remote guarding revenue, which builds as deployment scale. You can see the demand most clearly in multifamily, which continues to be one of our strongest verticals. We recently recently reached an important milestone, now serving eight of the ten largest multifamily property managers in the United States. And these are large, sophisticated operators, and their adoption reflects the value our platform delivers in real world environments. Customers typically begin with a limited deployment and expand after validating results. In several recent cases, customers have expanded from a handful of properties to broader portfolio rollouts with additional sites under evaluation. This pattern reinforces the strength of our land and expand model, where demonstrated customer results drive broader adoption across portfolios. We are also making meaningful progress in the transportation and logistics vertical with significant and measurable security challenges. As an example, at just one commercial truck parking facility, the customer reported zero cargo theft incidents over a three-month period following deployment of our platform which we estimate prevented over $6 million of stolen goods based on information provided by the customer. During that time, the system deterred numerous unauthorized access attempts and helped identify and resolve operational issues in real time. That performance led to a master service agreement and expansion across additional locations. This is a strong example of how our platform can move beyond surveillance support, improved operational and financial results. In this vertical, we are also introducing additional AI-driven capabilities tailored to logistics environments, further expanding the value proposition. We also recently signed a master services agreement with a national retail REIT to deploy our platform across open-air shopping centers in California, marking our first large-scale entry into the retail vertical. The initial deployment covers three properties with the MSA structure establishing a framework for potential expansion across as many as 36 shopping centers. This reflects the same pattern we're seeing elsewhere. Once a large operator validates the platform, the MSA structure lets them scale it across a broader portfolio without renegotiating terms property by property. Our cloud-based architecture also means far less capital investment is required to deploy at scale, making it easier for large operators to commit across a broad portfolio rather than commit property by property. More broadly, these examples highlight how flexible our platform is across very different environments and use cases. That flexibility is something we continue to build on as we expand how and where the platform can be deployed. During the quarter, we advanced deployments of our AI-powered security enclosure, including multi-site rollouts for a national construction customer. We also extended solar-powered deployments, enabling security coverage in off-grid and infrastructure-limited environments. These capabilities allow us to serve a broader range of use cases, including construction, infrastructure and remote sites. At the same time, we continue to evolve our platform with mobile and autonomous capabilities, further increasing flexibility and scalability. The key takeaway. is that our strategy is centered on the platform, not a single hardware configuration. And this allows us to integrate into diverse environments and expand alongside our customer needs over time. And as we scale, we are also strengthening our leadership team. We recently welcomed Ed Burnett, as our Chief Security and Operations Officer. Excuse me. Ed brings more than 30 years of enterprise security experience, including over two decades at UPS leading large-scale security and fraud investigations. His experience is highly relevant to the markets we are expanding into. particularly logistics and enterprise environments. In this role, he will lead hardware development and production, remote guarding and deployments while contributing to product development and strategic growth initiatives. Alongside Ed, we also grew our direct sales organization by more than 30%, adding capacity across lead development, Solution Design, and Customer Success. This investment supports our land and expand strategy and positions us to convert a growing pipeline across multifamily, logistics, transportation, and now retail. We believe these additions strengthen our ability to combine advanced AI technology with real-world operational expertise. Across our markets, customers are shifting towards proactive security models that focus on prevention rather than response. They are looking to reduce incidents, lower costs, and improve visibility across their operation. Our platform addresses these needs through AI-powered detection Cloud-based architecture, and real-time intervention. Whether in multifamily, logistics, or infrastructure, the value proposition remains consistent. Detect threats early, respond in real-time, and prevent incidents before they escalate. So overall, Q1 reflects continued momentum across the business. We are expanding within core markets, gaining traction in new verticals, extending our platform capabilities and strengthening our leadership team. We remain focused on execution and scaling the platform as demand for AI driven security continues to grow. And with that, I'll turn the call over to Greg Smitherman to walk through the financials.

Thanks, James. As James mentioned earlier in the call, we did an accounting classification resolution, which is what took so long to get this taken care of. So before I get to the quarterly numbers, let me give you a little insight into the technical details behind what this was all about. In preparing this quarter's filing, we identified two classification errors related to our Series 1 and Series 2 convertible preferred stock. How the embedded conversion feature should be accounted for under accounting standard ASC 815-15 and how the preferred stock itself should be classified on the balance sheet under ASC 480-10-S99-3A. As I said, very technical accounting stuff. We assessed both matters under SAB topics 1.M and 1.N and concluded that neither was material, individually or in aggregate, to any previously filed financial statements. Based on that, we have revised the prior period comparative figures in this quarter's Form 10-Q rather than restating previous issued financials. The most important point is that these changes have zero effect on our cash, total assets, or operations of the business in any period. They affect only how the Series 1 and Series 2 instruments were presented on the balance sheet and how non-cash mark-to-market changes in its estimated fair value flow through the income statement. Subsequent to quarter end, we amended the Series 2 certificate of designations to eliminate this variable conversion price feature and the deemed liquidation event provision that gave rise to this classification question, which supports classifying the Series 2 preferred stock within permanent equity on a prospective basis. This is a significant improvement to our capitalization structure for our shareholders. Separately, we entered into an exchange agreement with Streeterville, excuse me, Streeterville, are Series 2 holder, exchanging a portion of those shares for an unsecured promissory note. With that context, let me walk you through our financial results for the quarter. Revenue for Q1 was approximately $1.3 million, as James mentioned before, representing a 78% growth compared to the same period last year. Growth in the quarter continued to be driven by expansion across our core revenue streams, particularly in cloud video surveillance and remote guarding, as well as continued contribution from hardware and installation activities. As we discussed in prior periods, our business includes a mix of recurring subscription revenue and deployment-related revenue, and we continue to see both components contribute to the overall growth. Cost of goods sold increased by 49% year over year as a result of the increased sales and completion of more installations. compared to the similar period in 2025. At the same time, we saw an increase in gross profit of 115% year-over-year as we continue to build that recurring revenue stream. Gross margin expanded year-over-year as a percentage of recurring revenue increased compared to last year. This is part of the path to profitability as recurring revenue is the core engine of any SaaS company. Operating expenses for the quarter totaled approximately 3.3 million compared to approximately 2.8 million in the prior year period. This increase reflects continued investment in the business, including expanding our sales and marketing efforts, increased headcount and compensation costs across administrative and support functions, and scaling our operational infrastructure. We also saw increased costs associated with operating as a public company and supporting our growth initiatives. Loss from the core Lost from operations for the quarter was approximately $2.6 million compared to approximately $2.4 million in the prior year period after revision for the prior year amount to reflect the technical accounting issues discussed. These results reflect a continued investment in scaling the platform and supporting long-term growth. We believe these investments are necessary to position the business for continued expansion across multiple markets. For the quarter, adjusted EBITDA was approximately $2.1 million compared to a loss of approximately $1.8 million in the prior year period. The delta is mainly driven by differences in stock-based compensation and, for last year, a big swing in the derivative liability, complete non-cash gain last year versus non-cash loss this quarter, combined with a lower stock-based compensation at-back. The stock-based compensation was approximately $414,000 for this quarter compared to approximately $627,000 a year ago. It remains our largest non-cash item. From a balance sheet perspective, we ended the quarter with approximately $5.7 million in cash. On the balance sheet, we did see an increase in accounts receivable during the quarter, which reflects growth in customer activity and deployments. We believe our current cash position along with available financing options provides us with flexibility as we continue to invest in the business, but our ability to access additional financing remains subject to market conditions and the terms of those arrangements. Overall, we're encouraged by the combination of continued revenue growth, expansion in recurring revenue, and progress in scaling the business. With that, I'll turn it back to James.

Thanks, Greg. Well, to close, We believe the progress we are making is beginning to demonstrate the strength of our platform and the potential size of the opportunity ahead of us. We are scaling our business across multiple verticals, increasing recurring revenue, and continuing to strengthen our operational capabilities. At the same time, we remain focused on clearly communicating our story, and many more. We will open the line for questions.

Thank you. Ladies and gentlemen, 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 your line is in the question key. You may press star 2 if you would like to remove question from the queue. And for participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment please while we poll for questions. Thank you. Our first question is coming from Jack Vanderaarde with Maxim Group. Your line is live.

Okay, great. Good morning, James and Greg, or good afternoon. I appreciate the thorough update, and thanks for taking my questions. So, James, you have eight now. I think last time we talked, you had six of the 10 largest property managers in the U.S. So, I guess you mentioned these customers, and these are still kind of early stage in the public space here, but your business does go back for quite some time. You mentioned that these customers will start with a single location or maybe like a modest deployment, but then significant expansion opportunity is kind of the game plan. So I mean, are you are you feeling like any of those earlier deployments from last year or two years ago? Are you starting to see that any of them come to the table for meaningful expansion with these these large property managers? Thanks.

Yeah, sure. Yeah, sure. The short answer, Jack, is yes. Next question? No, I'm kidding. No, the short answer is yes. And that happens, that progress happens through a few different mechanisms, right? In the past, as we were scaling our business or working to scale the business, any expansion in additional properties we were pretty happy with. And we continue to be. but we've shifted our focus. As we look at some of our key customers, these large operators, we continue to move up the food chain, if you will, in talking to the CXO level type of people and you know, making sure they understand our value proposition as well as the people that are making decisions, you know, a few levels down. And in most instances, what we're finding is that we have an ability after those conversations to start negotiating master service agreements. So right now, I believe the answer is we have three and it might be four MSAs on the table being negotiated. Now, that doesn't mean that one of these large operators like a Cushman and Wakefield is going to say, oh, great, we have an agreement signed. Now we're going to give every one of our properties. But it removes significant barriers to us getting into those additional properties. because the terms have been agreed to between both companies. And it's just up to us to continue the sales efforts and get those properties to close. So yes, we are seeing momentum. We are seeing traction. And as we said in the call, we anticipate that we'll see more of these agreements closing in the second half of the year with we would assume a corresponding increase in associated revenue. Did that answer give you a feel?

Yes. Yes, that is. I appreciate both the short and the long answer there. So, James, maybe just kind of a follow on there. Looking at the first quarter revenue result and the gross margin, very strong. Now, last year, I know you're not providing guidance, but last year I look at the sort of the revenue between the quarters and first quarter was the seasonal low. Is that still, I mean, it's going to depend on the segment mixes and like the installation and the hardware revenue, but does that seem to, it seems like you're set up for that as well this year. Is that a fair assessment or?

Yeah, I think, yeah, yeah, I think that is a fair assessment. And again, you are correct. We don't provide guidance, but we said it early on in the call, right? just historically, and we're drawing this off of, let's just call it three meaningful years of operation and revenue results. What we are seeing is that the first half of the year is, let's just call it lighter than the second half of the year for a variety of reasons. and, yeah, I think it is fair to expect that that trend continues in 2026.

Okay, great. Great. Got it there. And then maybe a question for Greg. Greg, on the operating expenses, we did see those kick up a bit. Some of those offset by the stronger gross margins, but I guess just to read through here, was any of this one time in nature or is this sort of a good go forward run rates on the operating expense line. I'm talking about GNA, R&D, and sales and marketing. There's some non-cash stuff in there as well. I wanted to get your thoughts.

Sure. Certainly, you've got to separate out the non-cash because that's less important. But I think it's a good baseline. We really have been, right, as you start to get to different levels of scale, right, you just need a beefier organization, right? And a lot of that is because we do anticipate significant growth. We want to make sure that it's not just, you know, it's not just the front end sales people, but it's the support infrastructure behind that. It's the It's the deployment team behind that. It's the pre-sales that go out. We're putting out a lot of proposals, and that takes a lot of work. So there's just some natural, inherent, as you become a larger company, infrastructure that you need, and that's what we've done to make sure that we can support the growth as it comes online.

Got you. That's helpful. Jack, if I could just put just a little bit more of a point on that. What Greg said, obviously 100% true. Getting the customer is hard enough. Keeping the customer, delighting the customer, and expanding with the customer is a whole different program, right? Right. and and we as an organization, we believe one of our differentiators is, for lack of a better phrase, white glove customer service. We take it seriously. We staff appropriately for it. And we believe that, you know, is a huge component, along with our technology actually working as we advertise to our 99 percent customer retention rate. So Yeah, so it's just an important additional set of points, I guess I would say.

Yep, yep, understood there as well. And then I guess just one more for you guys. Since we're now in July, the second quarter has been finished, completed. Maybe the books haven't yet, but just how are you feeling about the second quarter? Does it look similar to last year from the Q1, Q2 turn? Just any comments would be helpful. Thanks.

Jack, Jack, Jack. You're trying to corner us into the revenue guidance thing. I will let Greg give his opinion. I think all I would feel personally comfortable in saying is that we expect, as in previous years, for the second half of the year of 2026 to be stronger than the first half. That's what I would say. Greg, do you have any additional thoughts that you feel comfortable sharing?

No, I think that pretty much sums it up.

Excellent. Excellent. Well, hey, that's a solid answer, and I'm glad to hear things continue to grow rapidly. 75% growth is definitely a positive. So, congrats on the strong work, guys, and look forward to tracking the story. All right. Thanks so much. Appreciate the questions.

Thank you. Our next question is coming from James Kisner with Water Tower Research. Your line is live.

Hi, guys. Thanks for taking my question. Congrats on a Solid Q1, solid gross margin, and I'm getting these accounting matters behind you.

Thanks, James.

Yeah, so I guess one thing here is that submission revenue, I think it nearly tripled year over year, and it's now roughly half of revenue. Is that mix shift kind of running ahead of plan? Any thoughts on how that mix might kind of evolve through the year, kind of knowing that it's likely to be variable?

You know, Part of that, it does vary by quarter, as you said, right? It is variable. We've actually seen this year more takeover opportunities that we've won than greenfield builds, right? And I think part of that is our name is just getting stronger and stronger in the industry. People like wow you know they've they've attracted the attention of eight of the top top 10 managers so there must be something real there and we really do provide some unique services so people that have competitive solutions so you know what we kind of like what these guys at cloud structure doing and we've already got all of our cameras and we don't need a big installation and so it's really low cost for us to just switch over I've said before I love installation going up even though it's a smaller margin because it means we're growing but I'm also happy to do the takeovers and yeah it impacts your revenue a little bit because you're not doing that installation but that's alright because the core the long term core growth of this company is the recurring revenue stream and as long as we're getting takeovers great margin, great business QuickFlip to get that customer turned on. So that mix and how that develops each quarter will impact the quarter-over-quarter revenue. Certainly in our pipeline, we see some big new builds too. Installation and hardware revenues are not going away. But each quarter will vary based on the make-up of the contracts that get signed.

I'm sorry, I just want to add one additional thing. We're all so close to the business and pretty facile in understanding with some of the phrases we use, but just to be clear perhaps for other people on the call that that might not know. When we say a takeover, that means we're coming in replacing a competitor, right, that was offering a similar service. And in most instances, we are utilizing the existing camera infrastructure that already exists. So when we say takeover, that's what we're talking about. Sorry, Jim.

And it's a key distinction because we do work with almost any camera that's on the market where some of our competitors require you rip out whatever you got and put in their proprietary cameras. We'll work with almost anything and customers like that.

It's helpful. Maybe you could cut things a little differently. If you kind of look at your growth here, you talk a lot about you know, penetrating existing accounts more. And obviously it seems like those would be easier than winning new business. But maybe you talk about how that kind of, you know, your mix of growth and, you know, mix of pipeline, you know, looks from the existing customer versus new logos perspective.

Yeah, so let me, I'll take a crack at that, James. So, excuse me. Remember, one thing, right? You know, from a pipeline standpoint, it's not just new logos, it's new logos and additional verticals, right? So we are very bullish and incredibly excited about all the customers that we either currently service or will have an opportunity to service in the future. But One thing we would point to, certainly from a pipeline and our expectations of it turning into future revenue, is some of the additional verticals that we talked about that we're now starting to see real traction in. Specifically, transportation and logistics. We've demonstrated great results. And by the way, Our start in transportation and logistics is a takeover situation. And we've just provided, we think, spectacular service for the customer. And that's leading to an MSA. Commercial, where we talked about the open air, you know, the opportunities for us to protect the outsides, I guess you would say, of open air shopping malls in California. and there's three properties and there's 33 more to go, right? So we're excited about that. Construction. Same same same type of environment where where, you know, we've had an ability to deploy some of our hardware, a new hardware products, specifically our enclosure and We're really excited about that as well. So, without giving specific numbers and guidance, the pipeline as it exists today is a mix, obviously, of recurring revenue from existing customers, expansion into existing customers, which we talked about, and then getting new logos, but new logos across all the verticals we've historically serviced and the ones that we're making inroads into now. Does that help?

Yeah, that's such good texture. I mean, I guess the follow-on to that is, you know, is it possible that the sales cycle for these new verticals, could it look different than multifamily, you know, perhaps because you're in more takeover situations? You know, how does that compare?

Short answer, yes, absolutely. When you expand with an existing customer, particularly once we have MSAs that are executed, that is a quicker sales cycle. Getting a new logo in multifamily, a little bit shorter, but still sort of the same as what we've seen historically. But I think part of the help we think, part of what's helping us there is our name is more well known than it was two or three years ago. So that certainly helps. And in the new verticals that we're talking to, it really depends on the particular vertical and the particular opportunity. But certainly, if it is a takeover, once we, you know, once we provide, agree on pricing and, you know, the customer understands our potential of what we offer, it's much quicker, right? It could be up to tasks. – less time to land a takeover client than a brand new client with the full cameras and installation and speakers and all that stuff.

Okay, that's helpful. So, one more if I might here. You've got a number of new form factors out there – the enclosures, the solar-operated systems, mobile units. are seeing any particular strength in those areas or the particular product line might become more material contributed by themselves. This may be kind of related. I don't know if this is a correct correlation, but it looks like your hardware cost margin was stronger than usual. I'm wondering if that might be related.

I'll let Greg answer the second part. The first part, we believe that our enclosure products in different configurations, be they either hardwired or solar powered or whatever, we believe that holds amazing potential for us as we continue on through 2026 and beyond. That is probably the number one product, new product, that we are very excited about. And again, maybe for the benefit of other people on the call that don't know what an enclosure is, it's basically the exact same AI platform and the same protection we provide with a fixed system that would include multiple cameras spread out across the property, a property, But in an enclosure, all the technology is encapsulated into one device, which can, you know, attach to a building, attach to a pole, sit on a stand. And it includes cameras, generally two to three cameras, a speaker, strobe lights, our cloud video recorder, et cetera. So it's a it is a for lack of a better phrase, all in one type of product that can protect a number of environments. and we're very, very bullish on that right now, James. And then Greg?

Yeah, on the gross margin, I mean, gross margin was very strong this quarter and really ties to two things that I said, right? Continued growth in recurring revenue, which obviously is a good margin product. And it wasn't so much that we were getting A better contribution from our hardware, it was, as I said, a little bit higher takeover ratio than maybe in some quarters past. So the installation revenue was comparatively lower from a percentage perspective, right? Last year we had a couple of very large installation deals, and we just didn't have any of those in Q1. So the It was really, again, continue to grow the core business, the core recurring, but it was just a mix, more of a mix. And every quarter, we're going to have that mix being different. And so the margin will move around a little bit. But long term, we see that because the recurring will just continue to build on itself, that the overall trend will be up. Even though there might be some up and down, quarter to quarter, the general trend will be slowly increasing margins.

All right. Thanks for taking my questions, and congrats again. Yeah. Thanks, James.

Thanks, James. Appreciate it. Thank you. Ladies and gentlemen, we have reached the end of our question and answer session and our call. This will conclude today's conference, and you may disconnect your lines at this time. And we thank you for your participation.