ユナイテッド 州
証券 と交換手数料
ワシントンD.C. 20549
フォーム
（マークをつける）
または
_______から_______への移行期間について
委員会
ファイル番号：
| （登記簿に示された正式な 名称） |
| （州またはその他の管轄区域） |
| |
| （主要経営事務所の住所） | （郵便番号） |
登録者の電話番号（地域コードを含む）：（914）
法律第12(b)条に基づき登録された証券:
| 各クラスのタイトル | 取引シンボル（s） | 取引所の名前及び登録先 | ||
証券 法律第12(g)条に基づき登録されたもの：なし。
証券取引法第13条または15(d)条によって、登録者が前の12か月間（または登録者がそのような報告書を提出する必要があった短い期間）に提出する必要があるすべての報告書を提出したかどうか（1）、および過去90日間にそのような報告書の提出要件があったかどうか（2）をチェックマークで示します。
ルール405に従い、12か月以内にすべてのインタラクティブ・データ・ファイルを電子的に提出したかどうか、マークで示してください。（規制S-Tの§232.405による）。ただし、申請者がそのようなファイルを提出することが必要な期間よりも短い期間である場合は、その期間を指定してください。
取引所法第120条第2項の規定における「大幅な加速申告者」、「加速申告者」、「新興成長企業」および「小規模報告会社」の定義を参照して、登録者が大規模な加速ファイラー、加速ファイラー、非加速ファイラー、または小規模報告会社であるかどうかをチェックマークで示してください。
| 大型加速ファイラー | ☐ | 加速ファイラー | ☐ |
| ☒ | 報告書提出会社としての規模が小さい | ||
| 新興成長企業 |
新しいまたは改訂された財務会計基準に適合するための拡張された過渡期間を使用しないことを登録者が選択した場合は、チェックマークで示してください。 ☐
取締役会は、会社の登録が法案第12条b-2の規定に定義されるシェル会社であるかどうかをチェックマークで示してください。〇はい ☐ノー
2024年11月19日時点で、 シェアが （50:1の分割後）普通株式のシェア、額面価値$ 1株あたり、発行済み及び流通している。
エージーイーグル・エアリアル・システムズ
目次
| 説明ノート | 3 | |
| 第1部 | 財務情報 | 4 |
| アイテム 1. | 財務 諸表: | 4 |
| 圧縮された 連結貸借対照表（2024年9月30日現在（未監査）および2023年12月31日） | 4 | |
| 2024年9月30日終了の3ヶ月および9ヶ月のための圧縮された 連結損益計算書および包括的損失（未監査）および 2023年（未監査および再発表） | 5 | |
| 抜粋された 株主資本の変動に関する連結計算書 2024年および2023年9月30日終了の三か月および九か月 （未監査） | 6 | |
| 抜粋された 連結キャッシュフロー計算書 2024年および2023年9月30日終了の九か月（未監査） | 10 | |
| 圧縮された連結財務諸表に関するノート（監査対象外） | 11 | |
| アイテム 2. | 経営陣による財務状況と業績に関する分析 | 39 |
| アイテム 3. | 市場リスクに関する定量的・質的事項の開示 | 47 |
| アイテム 4. | コントロールと手順 | 47 |
| 第 II 部分 | その他の情報 | 48 |
| アイテム 1. | 法的手続き | 48 |
| 項目1A. | リスク要因 | 48 |
| アイテム 2. | 最近の登録されていない株式証券の販売と収益の利用 | 48 |
| アイテム 3. | 上位証券に対する不履行 | 48 |
| アイテム 4. | 鉱山安全性に関する開示。 | 48 |
| 項目5. | その他の情報 | 48 |
| 項目6. | 添付資料 | 48 |
| 署名 | 49 | |
| 2 |
説明的 注意
AgEagle Aerial Systems Inc.（以下「会社」、「私たち」、「我々」、および「私たちの」）は、2023年12月31日までの会計年度のための年次報告書 Form 10-Kを2024年4月1日に米国証券取引委員会（「SEC」）に提出しました（以下「元のForm 10-K」）。また、2023年3月31日、2023年6月30日、2023年9月30日終了の各四半期報告書をそれぞれ2023年5月15日、2023年8月14日、2023年11月13日に提出しました（以下「元の2023 Form 10-Qs」と総称される）。さらに、2024年3月31日および2024年6月30日終了の各四半期報告書をそれぞれ2024年5月15日および2024年8月14日に提出しました（以下「元の2024 Form 10-Qs」と総称される）。元のForm 10-Kおよび2023年および2024年の元のForm 10-Qsの提出後、我々は2023年および2024年の会計年度の年末および中間期間の全ての上記の提出書類に存在したエラーを特定しました。
2024年11月7日、会社の取締役会の監査委員会は、会社の経営陣との議論の後、2023年12月31日および2022年に終了した年度の以前に発行された連結財務諸表および2023年3月31日、2023年6月30日、2023年9月30日、2024年3月31日、2024年6月30日の四半期期間のフォーム10-Qは、以下で議論されるエラーのためにもはや信頼できず、再表明が必要であると結論付けました。
当社は、2023年および2022年12月31日に存在する誤りを訂正し、元のForm 10-k に修正案を提出し、修正案に全セクターの四半期財務情報を再報告します。
本 Form 10-Q は、元の2024年のForm 10-Q及びそれらの以前の期間についての四半期の財務諸表を再掲しています。訂正の詳細については、本Form 10-Qに含まれる付属の四半期連結財務諸表に含まれる第12号注を参照してください。この誤りに影響を受けた全セクターの四半期連結財務諸表に与える影響の要約も記載されており、その誤りは連結損益計算書および包括損失計算書に限定されていました。
リステートメントの背景
当社のオリジナルフォーム10-kおよびオリジナルフォーム2024および2023 10-Qの提出後、経営陣は、当社の連結損益計算書及び総綜損益計算書に示されている普通株主に帰属する純損失および総綜損失の計算に誤りを特定しました。普通株主に帰属する純損失の計算の誤りにより、当社の連結損益計算書に示されている1株当たりの基本および希薄化後の純損失が低く計上され、オリジナルフォーム10-kおよびオリジナルフォーム2024および2023 10-Qに含まれる四半期期間の総綜損失が過大に計上されました。さらに、オリジナルフォーム10-kに含まれる事業年度の末についても過大に計上されました。
純損失は普通株主に起因し、未払いの累積配当を誤って除外し、発行済みの株式連動金融商品に組み込まれたダウンラウンド機能の発動による見做し配当を含みます。 ASC 260に従って 1株当たりの利益 普通株主に利用可能な収益（損失）は、累積優先株に対する期間中の配当を控除することによって計算されます。また、ダウンラウンド機能の影響の価値は、ダウンラウンド機能が発動されたときに、株式分類された独立した金融商品に認識されます。その影響は配当として扱われ、シェアあたりの利益計算における普通株主に利用可能な純損失の増加とされます。
さらに、累積配当および見なし配当は、その他の包括的損失の部品として含まれていました。しかし、に基づいてASC 220 – 損益計算書 – 包括的所得の報告 追加払込資本および繰越利益に対する直接的な調整として報告する必要がある項目は、その他の包括的所得（損失）の部品とはみなされません。
| 3 |
第I部-財務情報
アイテム1. 財務諸表。
エイジーアグル エアリアル システムズ インクorporated.および子会社
要約された連結貸借対照表
| 現在 の | ||||||||
2024年9月30日 (未監査) | 12月
31日、 2023 | |||||||
| 資産 | ||||||||
| 流動資産： | ||||||||
| 現金 | $ | $ | ||||||
| 売掛金（純額） | ||||||||
| 棚卸資産、純額 | ||||||||
| 前払いおよびその他の流動資産 | ||||||||
| 債権ノート | ||||||||
| 流動資産合計 | ||||||||
| 有形固定資産、純額 | ||||||||
| 使用権資産 | ||||||||
| 無形資産、純 | ||||||||
| のれん | ||||||||
| その他の資産 | ||||||||
| 総資産 | $ | $ | ||||||
| 負債および株主資本 | ||||||||
| 支払い予定の勘定 | $ | $ | ||||||
| 未払負債 | ||||||||
| 転換可能ノート | ||||||||
| その他の新規売ローン | ||||||||
| 契約 pass負債 | ||||||||
| Total liabilities and stockholders’ equity | ||||||||
| COVIDの ローンの現在の部分 | ||||||||
| 合計流動負債 | ||||||||
| リースの 負債の長期部分 | ||||||||
| COVIDの ローンの長期部分 | ||||||||
| 確定給付型年金債務 | ||||||||
| 総負債 | ||||||||
| 契約および偶発的な義務 （注釈10） | ||||||||
| 株主資本: | ||||||||
| 优先股，$ 額面価額、 発行可能株式数： | ||||||||
| 優先株式、シリーズF転換、$名目価額、 承認株式数 2024年9月30日現在の発行済みおよび流通株式数； 発行済み株式数 2023年12月31日現在 | ||||||||
| 普通株式、$ 額面価額、 承認された株式数、 そして 2024年9月30日および2023年12月31日現在の発行済み株式数 | ||||||||
| 追加出資資本 | ||||||||
| 累積欠損 | ( | ) | ( | ) | ||||
| 累積その他の包括利益 | ||||||||
| 純資産合計 | ||||||||
| 負債および純資産合計 | $ | $ | ||||||
これらの要約連結財務諸表に添付された注記を参照してください。
| 4 |
エイジーアグル エアリアル システムズ インクorporated.および子会社
損益計算書および包括損失表の要約 （連結）
(監査未実施)
三か月間の期間について 9月 30日, | 2023年9か月間（再述） 9月30日, | |||||||||||||||
| 2024 | 2023年（再述） | 2024 | 2023年（再述） | |||||||||||||
| 収益 | $ | $ | $ | $ | ||||||||||||
| 売上原価 | ||||||||||||||||
| 粗利益 | ||||||||||||||||
| 営業費用: | ||||||||||||||||
| 一般管理費 | ||||||||||||||||
| 研究開発 | ||||||||||||||||
| 販売とマーケティング | ||||||||||||||||
| 減損の費用 | ||||||||||||||||
| 営業費用の総額 | ||||||||||||||||
| 営業損失 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| その他の収益（費用）： | ||||||||||||||||
| 利子費用 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| 債務消滅による損失 | ( | ) | ( | ) | ||||||||||||
| 固定資産の売却による利益/損失 | ( | ) | ||||||||||||||
| その他の費用、純額 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| 総計 その他の費用、純額 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| 所得税引当金前純損失 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| 法人税務措置 | ||||||||||||||||
| 純損失 | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
シリーズF優先株についての未払配当 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| シリーズF優先株およびワラントによるdeemed配当 | ( | ) | ( | ) | ( | ) | ||||||||||
| 普通株主に帰属する純損失 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| 1株当たりの純損失 - 基本と希薄化後 | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| 期間中の発行済株式の加重平均数 - 基本と希薄化後(i) | (i) | (ii) | (i) | (ii) | ||||||||||||
| 包括損失: | ||||||||||||||||
| 純損失 | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| 認識されていない周期的な年金費用の償却 | ( | ) | ||||||||||||||
| 外貨累積翻訳調整 | ( | ) | ( | ) | ||||||||||||
| 純税引後の総包括損失 | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| (i) | |
| (ii) |
これらの要約連結財務諸表に添付された注記を参照してください。
| 5 |
エイジーアグル エアリアル システムズ インクorporated.および子会社
In connection with the sale of the Purchased Securities to Kaufman Kapital LLC under the SPA, the Company entered into an Omnibus Amendment to Note Documents with substantially all of the holders (the “Holders”) of the Company’s Senior Notes and Warrants issued under that certain Subscription Agreement dated as of January 10, 2024, as amended, pursuant to which, among other things, (i) the exercise price of the Warrants issued to the Holders was reduced from $
2024年9月30日までの3ヶ月および9ヶ月のために
(監査未実施)
| 普通株式 $0.001 优先股、Fシリーズ、変換可能株式 | 优先株 Fシリーズ変換可能金額 | 資本金 $0.001 普通株 | 普通株数 | 追加出資金 | 累積 その他包括収支（損失） | 積み立て赤字 | トータル
株主資本に関する包括的な財務諸表 | |||||||||||||||||||||||||
| 2024年6月30日の残高 | $ | | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||
| 優先株式シリーズF転換社債の発行 発行コストの純額 | — | |||||||||||||||||||||||||||||||
| 優先株式シリーズF転換株を普通株式に 転換 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| シリーズF優先株式に対する配当 | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| 株式報酬費用 | — | — | ||||||||||||||||||||||||||||||
| 転換社債の転換価格の減額 | — | — | ||||||||||||||||||||||||||||||
| Series F 优先股及びワラントにおける対抗配当 | — | — | ( | ) | ||||||||||||||||||||||||||||
| 优先株の販売に伴う発行費用 | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| 外貨累積翻訳調整 | — | — | ||||||||||||||||||||||||||||||
| 純損失 | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| 2024年9月30日時点の残高 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| 6 |
| パー $0.001 优先股 F系列転換株 | 优先股 F系列転換株の数量 | 資本金 $0.001 普通株 | 普通株数 | 追加払込資本 | 累積その他の包括利益（損失） | 積み立て赤字 | トータル
株主資本に関する包括的な財務諸表 | |||||||||||||||||||||||||
| 2023年12月31日現在の残高 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| 逆分割による既存株式への影響 2024年2月9日 | — | ( | ) | ( | ) | |||||||||||||||||||||||||||
| 発行費用を引いた優先株式、シリーズFコンバーチブルの発行 | — | |||||||||||||||||||||||||||||||
| 優先株式、シリーズFコンバーチブル株式から普通株式への転換 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| コンバーチブルノートの元本を普通株式に転換すること | — | |||||||||||||||||||||||||||||||
| シリーズF優先株式の配当 | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| シリーズFに発行されたwarrantsの行使 | — | |||||||||||||||||||||||||||||||
| 株式報酬費用 | — | — | ||||||||||||||||||||||||||||||
| 制限付き普通株式の発行 | — | ( | ) | |||||||||||||||||||||||||||||
| 取引所における約束手形の転換価格 契約 | — | — | ||||||||||||||||||||||||||||||
| シリーズF优先股に対するみなし配当 | — | — | ( | ) | ||||||||||||||||||||||||||||
| 优先股の販売にかかる発行費用 | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| 外貨累積翻訳調整 | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| 純損失 | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| 2024年9月30日時点の残高 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
凝縮された連結財務諸表に関する注記を参照してください。
| 7 |
エイジーアグル エアリアル システムズ インクorporated.および子会社
In connection with the sale of the Purchased Securities to Kaufman Kapital LLC under the SPA, the Company entered into an Omnibus Amendment to Note Documents with substantially all of the holders (the “Holders”) of the Company’s Senior Notes and Warrants issued under that certain Subscription Agreement dated as of January 10, 2024, as amended, pursuant to which, among other things, (i) the exercise price of the Warrants issued to the Holders was reduced from $
2023年9月30日までの3か月および9か月のために
(監査未実施)
| 額面 $0.001 优先股, シリーズF 転換株式 | 优先株, シリーズF 転換額 | 額面
$0.001 普通株式 | 普通株数 | 追加 支払資本 | 累積 その他の包括利益 | 積み立て赤字 | トータル
株主資本に関する包括的な財務諸表 | |||||||||||||||||||||||||
| 2023年6月30日現在の残高 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| 逆分割による既存株式への影響 2024年2月9日 | — | ( | ) | ( | ) | |||||||||||||||||||||||||||
| 优先股の転換、シリーズF転換 株式への普通株式への転換 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| シリーズF优先股の配当 | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| 約束手形と増分価値修正に基づいて発行されたwarrantsの転換 | — | |||||||||||||||||||||||||||||||
| 制限付き普通株式の発行 | — | ( | ) | |||||||||||||||||||||||||||||
| 株式報酬費用 | — | — | ||||||||||||||||||||||||||||||
| 認識されていない周期的な年金費用の償却 | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| 外貨累積翻訳調整 | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| 純損失 | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| 2023年9月30日の残高 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| 8 |
エイジーアグル エアリアル システムズ インクorporated.および子会社
In connection with the sale of the Purchased Securities to Kaufman Kapital LLC under the SPA, the Company entered into an Omnibus Amendment to Note Documents with substantially all of the holders (the “Holders”) of the Company’s Senior Notes and Warrants issued under that certain Subscription Agreement dated as of January 10, 2024, as amended, pursuant to which, among other things, (i) the exercise price of the Warrants issued to the Holders was reduced from $
2023年9月30日終了の3か月と9か月間
(監査未実施)
| パー $0.001 优先股, シリーズF 転換株式 | 优先股 シリーズF 転換額 | 資本金 $0.001 普通株 株式 | 普通株数 | 追加払込資本 | 累積その他の包括利益 | 積み立て赤字 | トータル
株主資本に関する包括的な財務諸表 | |||||||||||||||||||||||||
| 2022年12月31日の残高 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| 逆分割による既存株式への影響 2024年2月9日 | — | ( | ) | ( | ) | |||||||||||||||||||||||||||
| 普通株式の販売、発行コストを差し引いた純額 | — | |||||||||||||||||||||||||||||||
| 优先股の発行、シリーズF転換社債、 発行コストを控除した後 | — | |||||||||||||||||||||||||||||||
| 優先株式シリーズFの転換 普通株式への転換 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| シリーズF優先株式の配当 | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| シリーズF優先株式に対する見なされる配当 とwarrants | — | — | ( | ) | ||||||||||||||||||||||||||||
| 約束手形と増分価値修正に伴うwarrantsの転換 | — | |||||||||||||||||||||||||||||||
| 制限付き普通株式の発行 | — | ( | ) | |||||||||||||||||||||||||||||
| 株式報酬費用 | — | — | ||||||||||||||||||||||||||||||
| 認識されていない周期的な年金費用の償却 | — | — | ||||||||||||||||||||||||||||||
| 外貨累積翻訳調整 | — | — | ||||||||||||||||||||||||||||||
| 純損失 | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| 2023年9月30日の残高 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
凝縮された連結財務諸表に関する注記を参照してください。
| 9 |
エイジーアグル エアリアル システムズ インクorporated.および子会社
現金の状態の簡略化合同財務諸表
(監査未実施)
対象期間は、2023年10月までのデータで訓練されています。 9月 30日, | ||||||||
| 2024 | 2023 | |||||||
| 営業活動からのキャッシュ・フロー： | ||||||||
| 純損失 | $ | ( | ) | $ | ( | ) | ||
| 株式ベースの報酬 | ||||||||
| 減価償却および償却 | ||||||||
| 固定資産の売却損 | ||||||||
| 転換可能な 手形に加えられた利息 | ||||||||
| 転換可能な手形の転換価格を 減少させるための利息費用 | ||||||||
| 確定給付型年金債務 | ( | ) | ( | ) | ||||
| 債務割引の償却 とwarrantsの変更 | ||||||||
| 債務消滅による損失 | ||||||||
| 善意の減損 | ||||||||
| リースの減損損失 | ||||||||
| 運営資産と 負債の変動: | ||||||||
| 売掛金（純額） | ( | ) | ||||||
| 棚卸資産、純額 | ||||||||
| 支払い予定の勘定 | ||||||||
| 未払費用およびその他の負債 | ( | ) | ||||||
| 契約 pass負債 | ( | ) | ( | ) | ||||
| その他 | ||||||||
| 営業によるキャッシュフローの純流出 | ( | ) | ( | ) | ||||
| 投資活動からのキャッシュフロー: | ||||||||
| 設備資産の購入 | ( | ) | ( | ) | ||||
| 資産の売却による収益 | ||||||||
| プラットフォーム開発費用の資本化 | ( | ) | ||||||
| 内部利用ソフトウェアのコストの資本化 | ( | ) | ( | ) | ||||
| 投資活動における純現金使用額 | ( | ) | ( | ) | ||||
| 財務活動からのキャッシュフロー | ||||||||
| 普通株式の販売、発行コストを差し引いた純額 | ||||||||
| シリーズFの优先股の販売 | ||||||||
| COVIDローンの返済 | ( | ) | ( | ) | ||||
| 転換社債への支払い | ( | ) | ||||||
| シリーズF発行のwarrantsの転換 株式 | ||||||||
| その他の新規売短期貸付金、支払いを差し引いた後 | ( | ) | ||||||
| 优先股の販売に関する発行コスト | ( | ) | ||||||
| 財務活動による純現金流入額 | ||||||||
| 外国為替レートが現金フローに与える影響 | ( | ) | ( | ) | ||||
| キャッシュの純変化 | ( | ) | ( | ) | ||||
| 期首の現金 | ||||||||
| 期末の現金残高 | $ | $ | ||||||
| 補足開示 現金フロー情報： | ||||||||
| 支払利息 | $ | $ | ||||||
| 支払法人税等 | $ | $ | ||||||
| 非現金投資および財務活動: | ||||||||
| 優先股の転換、シリーズF転換 普通株式への | $ | $ | ||||||
| 制限付き普通株式の発行 | $ | $ | ||||||
| シリーズF优先股の未配当 | $ | $ | ||||||
| シリーズF优先股およびwarrantsの評価配当 | $ | $ | ||||||
See accompanying notes to condensed consolidated financial statements.
| 10 |
AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(UNAUDITED)
Note 1 – Description of the Business and Basis of Presentation
Description of Business – AgEagle™ Aerial Systems Inc. (“AgEagle” or the “Company”, “we”, “our”), through its wholly-owned subsidiaries, AgEagle Aerial, Inc., DBA MicaSense™, Inc. (“MicaSense”), Measure Global, Inc. (“Measure”), senseFly SA, and senseFly Inc. (collectively “senseFly”), is actively engaged in designing and delivering best-in-class drones, sensors and software that solve important problems for its customers in a wide range of industry verticals, including energy/utilities, infrastructure, agriculture and government.
Founded in 2010, AgEagle was originally formed to pioneer proprietary, professional-grade, fixed-winged drones and aerial imagery-based data collection and analytics solutions for the agriculture industry. Today, the Company is earning distinction as a globally respected market leader offering customer-centric, advanced, autonomous unmanned aerial systems (“UAS”) which drive revenue at the intersection of flight hardware, sensors and software for industries that include agriculture, military/defense, public safety, surveying/mapping and utilities/engineering, among others. AgEagle has also achieved numerous regulatory firsts, including earning governmental approvals for its commercial and tactical drones to fly Beyond Visual Line of Sight (“BVLOS”) and/or Operations Over People in the United States, Canada, Brazil and the European Union and being awarded Blue UAS certification from the Defense Innovation Unit of the U.S. Department of Defense.
The Company is currently headquartered in Wichita, Kansas, where we house our sensor manufacturing operations, and we operate drone distribution and coordinate global customer service operations out of Raleigh, North Carolina. In addition, the Company operates engineering and drone manufacturing operations in Lausanne, Switzerland in support of our international business activities.
Reverse
Stock Split - On February 8, 2024, the Company filed a Certificate of Amendment to its Articles of Incorporation, as amended to date
effecting a
Basis of Presentation – The condensed consolidated financial statements of the Company are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in United States of America (“US GAAP”). In the opinion of management, the Company has made all necessary adjustments, which include normal recurring adjustments, for a fair statement of the Company’s consolidated financial position and results of operations for the periods presented. Certain information and disclosures included in the annual consolidated financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to the U.S. Securities and Exchange Commission (“SEC”) rules. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K, as filed with the SEC on April 1, 2024. The Company has identified a computation error of net loss attributable to common stockholders resulting in an understatement of net loss per common share basic and diluted as presented on our consolidated statements of operations and comprehensive loss that is presented in the previously filed 10-K and will be amending the previous filed 10-K. The results for the three and nine-month periods ended September 30, 2024 and 2023, are not necessarily indicative of the results to be expected for a full year, any other interim periods or any future year or periods.
The condensed consolidated financial statements include the accounts of AgEagle and its wholly-owned subsidiaries, AgEagle Aerial, Inc., Measure Global, Inc. and senseFly. All significant intercompany balances and transactions have been eliminated in consolidation.
A description of certain of the Company’s accounting policies and other financial information is included in the Company’s audited consolidated financial statements filed with the SEC on Form 10-K for the year ended December 31, 2023. The summary of significant accounting policies presented below is designed to assist in understanding the Company’s condensed consolidated financial statements. Such condensed consolidated financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity.
| 11 |
AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(UNAUDITED)
Note 1 – Description of the Business and Basis of Presentation-Continued
Liquidity
and Going Concern – In pursuit of the Company’s long-term growth strategy and acquisitions, the Company has sustained
continued operating losses. During the nine months ended September 30, 2024, the Company incurred a net loss of $
If the Company is unable to generate significant sales growth in the near term and raise additional capital, there is a risk that the Company could default on additional obligations; and could be required to discontinue or significantly reduce the scope of its operations if no other means of financing operations are available. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amount and classification of liabilities or any other adjustment that might be necessary should the Company be unable to continue as a going concern.
Note 2 – Summary of Significant Accounting Policies
The summary of significant accounting policies presented below is designed to assist in understanding the Company’s condensed consolidated financial statements. Such condensed consolidated financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to US GAAP in all material respects and have been consistently applied in preparing the accompanying condensed consolidated financial statements.
Risks and Uncertainties – Global economic challenges, including natural disasters, such as hurricanes, tornadoes, floods, earthquakes and other adverse weather and climate conditions; unforeseen public health crises, such as pandemics and epidemics; political crises, such as terrorist attacks, war, labor unrest, and other political instability; or other catastrophic events, such as disasters occurring at our manufacturing facilities, could disrupt our operations or the operations of one or more of our vendors. The aforementioned risks and their respective impacts on the UAV industry and the Company’s operational and financial performance remains uncertain and outside of the Company’s control. Specifically, because of the aforementioned continuing risks, the Company’s ability to access components and parts needed in order to manufacture its proprietary drones and sensors, and to perform quality testing have been, and continue to be, impacted. If either the Company or any of its third parties in the supply chain for materials used in our manufacturing and assembly processes continue to be adversely impacted, the Company’s supply chain may be disrupted, limiting its ability to manufacture and assemble products.
Use of Estimates – The preparation of condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the reserve for obsolete inventory, valuation of intangible assets, and valuation of goodwill.
Fair Value Measurements and Disclosures – Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement (“ASC 820”), requires companies to determine fair value based on the price that would be received to sell the asset or paid to transfer the liability to a market participant. ASC 820 emphasizes that fair value is a market-based measurement, not an entity-specific measurement.
| 12 |
AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(UNAUDITED)
Note 2 – Summary of Significant Accounting Policies-Continued
The guidance requires that assets and liabilities carried at fair value be classified and disclosed in one of the following categories:
| ● | Level 1: Quoted market prices in active markets for identical assets or liabilities. | |
| ● | Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. | |
| ● | Level 3: Unobservable inputs that are not corroborated by market data. |
For short-term classes of our financial instruments, which include cash, accounts receivable, prepaid expenses, notes receivable, accounts payable and accrued expenses, their carrying amounts approximate fair value due to their short-term nature. The outstanding loan related to the COVID Loans is carried at face value, which approximates fair value. As of September 30, 2024 and December 31, 2023, the Company did not have any financial assets or liabilities measured and recorded at fair value on the Company’s condensed consolidated balance sheets on a recurring basis.
Inventories – Inventories, which consist of raw materials, finished goods and work-in-process, are stated at the lower of cost or net realizable value, with cost being determined by the average-cost method, which approximates the first-in, first-out method. Cost components include direct materials and direct labor. At each balance sheet date, the Company evaluates its inventories for excess quantities and obsolescence. This evaluation primarily includes an analysis of forecasted demand in relation to the inventory on hand, among consideration of other factors. The physical condition (e.g., age and quality) of the inventories is also considered in establishing its valuation. Based upon the evaluation, provisions are made to reduce excess or obsolete inventories to their estimated net realizable values. Once established, write-downs are considered permanent adjustments to the cost basis of the respective inventories. These adjustments are estimates, which could vary significantly, either favorably or unfavorably, from the amounts that the Company may ultimately realize upon the disposition of inventories if future economic conditions, customer inventory levels, product discontinuances, sales return levels or competitive conditions differ from the Company’s estimates and expectations.
Cash
Concentrations - The Company maintains its cash balances at financial institutions that are insured by the Federal Deposit Insurance
Corporation up to $
Accounts
Receivable and Credit Policy – Trade
receivables due from customers are uncollateralized customer obligations due under normal and customary trade terms. Trade receivables
are stated at the amount billed to the customer. As of September 30, 2024 and December 31, 2023, the Company had an accounts receivable
balance of $
| 13 |
AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(UNAUDITED)
Note 2 – Summary of Significant Accounting Policies-Continued
Allowance
for Credit Losses - We establish allowances for credit losses on accounts receivable, under ASC 326-20-55-37. The adequacy of these
allowances is assessed quarterly through consideration of factors such as customer credit ratings, bankruptcy filings, published or estimated
credit default rates, age of the receivable, expected loss rates and collateral exposures. Collateral exposure is the excess of the carrying
value of a financial asset over the fair value of the related collateral. We determine the creditworthiness of our customers by assigning
internal credit ratings based upon publicly available information and information obtained directly from the customers. As of September 30, 2024 and December 31, 2023, the Company had an allowance for credit losses of $ and $
Our net accounts receivable represents amounts billed and due from customers. Based on historical perspective, nearly all of our accounts receivable as of September 30, 2024 would be collected in calendar year 2024 because the majority of our accounts receivable are due from value added resellers (“VARs”) and sovereign governments, including the U.S. Department of Defense. However, under the new guidance, the Company has elected to recognize credit losses based on our collection history and our customers payment terms.
Revenue Recognition – The Company’s revenues are derived primarily through the sales of drones, sensors and related accessories, and software subscriptions. The Company utilized ASC Topic 606 and its related amendments, Revenue from Contracts with Customers, which requires revenue to be recognized in a manner that depicts the transfer of goods or services to customers in amounts that reflect the consideration to which the entity expects to be entitled in exchange for those goods or services.
Generally, we recognize revenue when it satisfies its obligation by providing the benefits of the service to the customer, either over time or at a point in time. A performance obligation is satisfied over time if one of the following criteria are met:
| a. | the customer simultaneously receives and consumes the benefits as the entity performs; or | |
| b. | the entity’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or | |
| c. | the entity’s performance does not create an asset with an alternative use to the entity, and the entity has an enforceable right to payment for performance completed to date. |
Revenue recognition under ASC 606 as described below creates following revenue streams:
| ● | Sensor Sales – sales are recognized on products when the related goods have been shipped, title has passed to the customer, and there are no undeliverable elements or uncertainties. Amounts incurred related to shipping and handling are included in cost of revenue. | |
| ● | Drone Sales - sales are recognized on products when the related goods have been shipped, title has passed to the customer, and there are no undeliverable elements or uncertainties. Amounts incurred related to shipping and handling are included in cost of revenue. | |
| ● | Software Sales – are subscription sales of our software that are recognized equally over the membership period as the services are provided. |
The Company recognizes revenue on sales to customers, dealers, and distributors upon satisfaction of performance obligations which occurs once controls transfer to customers, which is when product is shipped or delivered depending on specific shipping terms and, where applicable, a customer acceptance has been obtained. The fee is not considered to be fixed or determinable until all material contingencies related to the sales have been resolved. The Company records revenue in the condensed consolidated statements of operations and comprehensive loss net of any sales and use, value added, or certain excise taxes imposed by governmental authorities on specific sales transactions and net of any discounts, allowances and returns.
Under fixed-price contracts, the Company agrees to perform the specified work for a pre-determined price. To the extent the Company’s actual costs vary from the estimates upon which the price was negotiated, it will generate more or less profit or could incur a loss. The Company accounts for a contract after it has been approved by all parties to the arrangement, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable.
| 14 |
AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(UNAUDITED)
Note 2 – Summary of Significant Accounting Policies-Continued
The Company’s software subscriptions to its platforms, HempOverview and Ground Control, are offered on a subscription basis. These subscription fees are recognized equally over the membership period as the services are provided.
Additionally,
customer payments received in advance of the Company completing performance obligations are recorded as contract liabilities. Customer
deposits represent customer prepayments and are recognized as revenue when the term of the sale or performance obligation is completed.
As of September 30, 2024 and December 31, 2023, contract liabilities represent amounts of $
Internal-
Use Software Costs – Internal-use software costs are accounted for in accordance with ASC Topic 350-40, Internal-Use Software.
The costs incurred in the preliminary stages of development are expensed as research and development costs as incurred. Once an application
has reached the development stage, internal and external costs incurred to develop internal-use software are capitalized and amortized
on a straight-line basis over the estimated useful life of the software (typically to
As
of September 30, 2024 and December 31 2023, capitalized software costs for internal-use software related to the Company’s implementation
of its enterprise resource planning software, totaled $
Goodwill and Intangible Assets – The assets and liabilities of acquired businesses are recorded under the acquisition method of accounting at their estimated fair values at the date of acquisition. Goodwill represents costs in excess of fair values assigned to the underlying identifiable net assets of acquired businesses. Intangible assets from acquired businesses are recognized at fair value on the acquisition date and consist of customer programs, trademarks, customer relationships, technology and other intangible assets. Customer programs include values assigned to major programs of acquired businesses and represent the aggregate value associated with the customer relationships, contracts, technology and trademarks underlying the associated program and are amortized on a straight-line basis over a period of expected cash flows used to measure fair value, which ranges from four to five years.
As
of September 30, 2024 and December 31, 2023, the goodwill balance was $
| 15 |
AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(UNAUDITED)
Note 2 – Summary of Significant Accounting Policies-Continued
As
of September 30, 2024 and December 31, 2023, our intangible assets balance was $
Foreign Currency – The Company translates assets and liabilities of its foreign subsidiary, senseFly S.A., predominately in Swiss Franc to their U.S. dollar equivalents at exchange rates in effect as of the balance sheet date. Translation adjustments are not included in determining net income but are recorded in accumulated other comprehensive loss on the condensed consolidated balance sheets. The Company translates the condensed consolidated statements of operations and comprehensive loss of its foreign subsidiary at average exchange rates for the applicable period. Foreign currency transaction gains and losses, arising primarily from changes in exchange rates on foreign currency denominated revenues, certain purchases and intercompany transactions are recorded in other income (expense), net in the condensed consolidated statements of operations and comprehensive loss.
Shipping
Costs – All shipping costs billed directly to the customer are directly offset to shipping costs resulting in a net expense
to the Company, which is included in cost of sales in the accompanying condensed consolidated statements of operations and comprehensive
loss. For the three months ended September 30, 2024 and 2023, shipping costs totaled $
Advertising
Costs – Advertising costs are charged to operations as incurred and presented in sales and marketing expenses in the condensed
consolidated statements of operations and comprehensive loss. For the three months ended September 30, 2024 and 2023, advertising costs
were $
Segment Reporting – In accordance with ASC Topic 280, Segment Reporting, the Company identifies operating segments as components of an entity for which discrete financial information is available and is regularly reviewed by the chief operating decision maker in making decisions regarding resource allocation and performance assessment. The Company defines the term “chief operating decision maker” to be its chief executive officer.
| 16 |
AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(UNAUDITED)
Note 2 – Summary of Significant Accounting Policies-Continued
The Company has determined that it operates in four segments:
| ● | Drones, which comprises revenues earned from contractual arrangements to develop, manufacture and /or modify complex drone related products, and to provide associated engineering, technical and other services according to customer specifications. | |
| ● | Sensors, which comprises the revenue earned through the sale of sensors, cameras, and related accessories. | |
| ● | Software as a service (“SaaS”), which comprises revenue earned through the offering of online-based subscriptions. | |
| ● | Corporate, which comprises corporate costs only. |
New Accounting Pronouncements – In March 2024, the Securities and Exchange Commission (“SEC”) has released a final rule that requires registrants to provide comprehensive climate-related disclosures in their annual reports and registration statements, including those for IPOs, beginning with annual reports for the year ending December 31, 2027, for smaller reporting companies (“SRC”). Registrants must disclose climate-related financial metrics and impacts on their financial estimates and assumptions in a footnote to the audited financial statements. The disclosures will also need to be addressed as part of management’s internal control over financial reporting (“ICFR”) and will be subject to the financial statement and ICFR audit (if applicable) of an independent registered public accounting firm. We are currently evaluating the impacts of the improvements to our disclosure.
In
December 2023, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09,
Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). The ASU focuses on income tax disclosures
around effective tax rates and cash income taxes paid. ASU 2023-09 requires public business entities to disclose, on an annual basis,
a rate reconciliation presented in both dollars and percentages.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting – Improvements to Reportable Segment Disclosures. The ASU will now require public entities to disclose its significant segment expenses categories and amounts for each reportable segment. Under the ASU, a significant segment expense is an expense that is:
| ● | significant to the segment, | |
| ● | regularly provided to or easily computed from information regularly provided to the chief operating decision maker and | |
| ● | included in the reported measure of segment profit or loss. |
The ASU is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024 (calendar year public entity will adopt the ASU in its 2024 Form 10-K). The ASU should be adopted retrospectively unless it’s impracticable to do so. Early adoption of the ASU is permitted, including in an interim period. The adoption of ASU 2023-07 is expected to have a financial statement disclosure impact only and is not expected to have a material impact on the Company’s condensed consolidated financial statements.
| 17 |
AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(UNAUDITED)
Note 3 – Balance Sheets
Accounts Receivable, Net
As of September 30, 2024 and December 31, 2023, accounts receivable, net consist of the following:
| September 30, 2024 | December 31, 2023 | |||||||
| Accounts receivable | $ | $ | ||||||
| Less: Allowance for credit losses* | ( | ) | ||||||
| Accounts receivable, net | $ | $ | ||||||
| * |
Inventories, Net
As of September 30, 2024 and December 31, 2023, inventories, net consist of the following:
| September 30, 2024 | December 31, 2023 | |||||||
| Raw materials | $ | $ | ||||||
| Work in process | ||||||||
| Finished goods | ||||||||
| Gross inventories | ||||||||
| Less: Provision for obsolescence | ( | ) | ( | ) | ||||
| Inventories, net | $ | $ | ||||||
Prepaid and Other Current Assets
As of September 30, 2024 and December 31, 2023, prepaid and other current assets consist of the following:
| September 30, 2024 | December 31, 2023 | |||||||
| Prepaid inventories | $ | $ | ||||||
| Prepaid software licenses and annual fees | ||||||||
| Prepaid rent | ||||||||
| Prepaid insurance | ||||||||
| Prepaid value-added tax charges | ||||||||
| Prepaid other and other current assets | ||||||||
| Prepaid and other current assets | $ | $ | ||||||
| 18 |
AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(UNAUDITED)
Note 3 – Balance Sheets-Continued
Property and Equipment, Net
As of September 30, 2024 and December 31, 2023, property and equipment, net consist of the following:
| Estimated | ||||||||||||
| Type | Useful Life (Years) | September 30, 2024 | December 31, 2023 | |||||||||
| Leasehold improvements | $ | $ | ||||||||||
| Production tools and equipment | ||||||||||||
| Computer and office equipment | ||||||||||||
| Furniture | ||||||||||||
| Drone equipment | ||||||||||||
| Total property and equipment | ||||||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||||||
| Total Property and equipment, net | $ | $ | ||||||||||
During
the three months ended September 30, 2024 and 2023, depreciation expense was $
Intangible Assets, Net
As of September 30, 2024 and December 31, 2023, intangible assets, net, other than goodwill, consist of following:
| Name | Estimated
Life (Years) | Balance
as of December 31, 2023 | Additions | Amortization | Balance
as of September 30, 2024 | |||||||||||||||
| Intellectual property/technology | $ | | $ | $ | ( | ) | $ | | ||||||||||||
| Customer base | ( | ) | ||||||||||||||||||
| Trade names and trademarks | ( | ) | ||||||||||||||||||
| Internal use software costs | ( | ) | ||||||||||||||||||
| Total intangibles assets, net | $ | $ | $ | ( | ) | $ | ||||||||||||||
As
of September 30, 2024, the weighted average remaining amortization period in years is
For the following years ending, the future amortization expense consists of the following:
| For the Years Ending December 31, | ||||||||||||||||||||||||||||
(rest of year) 2024 | 2025 | 2026 | 2027 | 2028 | Thereafter | Total | ||||||||||||||||||||||
| Intellectual property/technology | $ | | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Customer base | ||||||||||||||||||||||||||||
| Trade names and trademarks | ||||||||||||||||||||||||||||
| Internal use software costs | ||||||||||||||||||||||||||||
| Total intangible assets, net | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| 19 |
AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(UNAUDITED)
Note 3 – Balance Sheets-Continued
Accrued Liabilities
As of September 30, 2024 and December 31, 2023, accrued liabilities consist of the following:
| September 30, 2024 | December 31, 2023 | |||||||
| Accrued purchases | $ | $ | ||||||
| Accrued compensation and related liabilities | ||||||||
| Provision for warranty expense | ||||||||
| Accrued dividends | ||||||||
| Accrued professional fees | ||||||||
| Accrued interest | ||||||||
| Other | ||||||||
| Total accrued liabilities | $ | $ | ||||||
Note 4 – COVID Loans
The
Company assumed the obligations for two COVID Loans originally made by the SBA to senseFly S.A. on July 27, 2020 (“senseFly COVID
Loans”). As of senseFly Acquisition Date, the fair value of the COVID Loan was $
As of September 30, 2024, scheduled principal payments due under the senseFly COVID Loans are as follows:
| Year ending December 31, | ||||
| 2024 (rest of year) | $ | |||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| Total | $ | |||
| 20 |
AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(UNAUDITED)
Note 5 – Promissory Note and Exchange Agreement
On
December 6, 2022, the Company entered into a Securities Purchase Agreement (the “Promissory Note Purchase Agreement”) with
an institutional investor, Alpha Capital Anstalt (“Alpha”), which is an existing shareholder of the Company. Pursuant to
the terms of the Promissory Note Purchase Agreement, the Company has agreed to issue to the Investor (i) an
Beginning June 1, 2023, and on the first business day of each month thereafter, the Company was to pay 1/20th of the original principal amount of the Note plus any accrued but unpaid interest, with any remaining principal plus accrued interest payable in full upon the maturity date of December 31, 2024 or the occurrence of an Event of Default (as defined in the Note).
On August 14, 2023, the Company and Alpha entered into a Note Amendment Agreement due to the Company not making the Monthly Amortization Payments for the months of June – August 2023. Pursuant to the Note Amendment Agreement, the parties agreed to amend the Note as follows:
| (i) | defer
payment of the Monthly Amortization Payments for June 2023, July 2023 and August 2023 in the aggregate amount of $ | |
| (ii) | increase
the principal amount of the Note by $ |
On
September 15, 2023, the Company and Investor entered into a Warrant Exchange Agreement pursuant to which the Company agreed to issue
to the Investor shares of common stock in exchange for the Warrant for no consideration. The Company accounted for the incremental
value using the Black-Scholes pricing model of the Promissory Note Warrant modification of $
As
result of the default on the payment for September 15, 2023, October 1, 2023 and November 1, 2023, the principal increased by $
On October 5, 2023, the Company and Alpha entered into a Second Note Amendment Agreement (the “Second Amendment”), which provides for the following:
| (i) | the Deferred Payments were due and payable on December 15, 2023; | |
| (ii) | the Amortization Payments (defined in the Note) scheduled for September 15, 2023, October 1, 2023, and November 1, 2023, were deferred and made part of the Amortization Payments commencing in January 2024; and | |
| (iii) |
As of December 15, 2023, the Company was unable to meet its payment obligation as prescribed in the Second Amendment.
On
February 8, 2024, the Company and Alpha entered into a Securities Exchange Agreement (the “Exchange Agreement”),
pursuant to which the parties agreed to exchange the Note Payable Purchase Agreement, as amended, executed December 2022, for a
Convertible Note due January 8, 2025 in the principal amount of $
| 21 |
AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(UNAUDITED)
Note 5 – Promissory Note and Exchange Agreement- Continued
On
February 16, 2024, the Company received a notification from Alpha to convert $
On
April 12, 2024, the Company received an Investor Notice from Alpha for the aggregate purchase of shares of Series F Convertible
Preferred convertible into shares of Common Stock, in the aggregate, at a conversion price of $
During
the three months ended September 30, 2024, the Company recorded interest of $
As of September 30, 2024, scheduled principal payments due under the fourth Amended Note are as follows:
| Year Ending December 31, | ||||
| 2024 | $ | |||
| Total | $ | |||
On
March 6, 2024, the conversion price of the Convertible Debt was reduced from $
On
August 27, 2024, Alpha exercised its Additional Investment Right for the aggregate purchase of shares of Series F Convertible Preferred, convertible
into shares of Common Stock. The previous conversion
price of $
Note 6 – Other Short-Term Loan
On
June 21, 2024, the Company entered into an agreement for the purchase and sale of future receipts with a commercial lender pursuant to
which the Buyer purchased $
| 22 |
AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(UNAUDITED)
Note 6 – Other Short-Term Loan – Continued
On
January 24, 2024, the Company entered into an agreement for the purchase and sale of future receipts (the “Future Receipts Agreement”)
with an unrelated commercial lender (the “Buyer”) pursuant to which the Buyer purchased $
In the event the Company is unable to make timely weekly payments due to a business slow down, or if the full Purchased Amount is never remitted due to bankruptcy or other cessation of operations in the ordinary course of business, and the Company has not breached the Future Receipts Agreement, it would not be an event of default. The Company would not owe anything to Buyer and would not be in breach of or default under this Future Receipts Agreement.
During
the three and nine months ended September 30, 2024, the Company recorded $
| Purchased Amount | Payments | Unamortized Debt Discount | Balance, Net of Discount | |||||||||||||
| Current portion of other short-term loan liability – January 24, 2024 | $ | $ | ( | ) | $ | $ | ||||||||||
| Current portion of other short-term loan liability – June 20, 2024 | ( | ) | ( | ) | ||||||||||||
| Total | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||
Note 7 – Stockholders’ Equity
Common Stock and Warrant Transaction
On
February 16, 2024, the Company received a notification from an investor to convert $
On
March 6, 2024, the Company entered into a warrant exercise agreement with several institutional investors holding warrants issued to
such Investors pursuant a securities purchase agreement, dated as of June 5, 2023, in connection with a private placement. The Exercise
Agreement provides that for those Investors who exercise their Existing Warrants they will receive a reduction in the Exercise Price
to $
| 23 |
AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(UNAUDITED)
Note 7 – Stockholders’ Equity – Continued
On
June 5, 2023, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited
investors (the “Investors”). Pursuant to the terms of the Purchase Agreement, the Company agreed to issue and sell to Investors
(i) shares of Common Stock (the “Offering Shares”) at $ per share and (ii) warrants to purchase up to
Preferred Series F Convertible Stock
Purchase History
On June 26, 2022, the Company entered into a Securities Purchase Agreement (the “Series F Agreement”) with Alpha. Pursuant to the terms of the Series F Agreement, the Board of Directors of the Company (the “Board”) designated a new series of Preferred Stock, the Series F 5% Preferred Convertible Stock (“Series F”), and authorized the sale and issuance of up to shares of Series F.
On
March 9, 2023, the Company received an Investor Notice from Alpha to purchase an additional shares of Series F Convertible Preferred
(the “Additional Series F Preferred”) convertible into shares of the Company’s Common Stock per $ Stated
Value per share of Series F Preferred Stock, at an initial conversion price of $
On
March 6, 2024, in connection with the Assigned Rights, the Company received Investor Notices from Alpha and the Assignees for the aggregate
purchase of shares of Series F Convertible Preferred convertible into shares of Common Stock at an initial conversion price
of $
On
April 12, 2024, the Company received an Investor Notice from Alpha for the aggregate purchase of shares of Series F Convertible
Preferred convertible into shares of Common Stock, at a conversion price of $
| 24 |
AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(UNAUDITED)
Note 7 – Stockholders’ Equity-Continued
On
May 31, 2024, the Company entered into an Assignment Agreement with Alpha pursuant to which, among other things, Alpha transferred and
assigned to certain institutional and accredited investors, the rights and obligations to purchase up to $
On
July 25, 2024, the Company received an Investor Notice from Alpha for the aggregate purchase of shares of Series F Convertible Preferred
convertible into shares of Common Stock, in the aggregate, at a conversion price of $
On
August 27, 2024, the Company received an Investor Notice from Alpha for the aggregate purchase of shares of Series F Convertible
Preferred convertible into shares of Common Stock, in the aggregate, at a conversion price of $
Conversions
For
the three and nine months ended September 30, 2024, Alpha and other investors converted and shares of Series F into
and shares of Common Stock, respectively. As a result, for the same periods, the Company recorded $
During
the three and nine months ended September 30, 2023, Alpha converted and shares of Series F into and shares
of Common Stock, respectively. As a result, for the same periods, the Company recorded $
As of September 30, 2024, there are Preferred Series F outstanding.
Down Round Triggers, Anti-dilution, and Deemed Dividends
The
reduced warrant exercise price of $
On
May 31, 2024, the Company entered into an Assignment Agreement with Alpha pursuant to which, among other things, Alpha transferred and
assigned to certain institutional and accredited investors, the rights and obligations to purchase up to $
Series F Warrants under the original terms before the Down Round Trigger and the fair value of the Series F Warrants after the Down Round Trigger at the reduced exercise price.
| 25 |
AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(UNAUDITED)
Note 7 – Stockholders’ Equity – Continued
The fair value of the Series F Warrants was determined using a Black-Scholes pricing model and the following assumptions: expected life of years, volatility of %, risk free rate of %, and dividend rate of %.
On
August 27, 2024, Alpha exercised its Additional Investment Right for the aggregate purchase of
shares of Series F Convertible Preferred convertible into shares
of Common Stock, in the aggregate, at a conversion price of $
The
August 2024 Down Round Triggered anti-dilution protection provisions in connection with subsequent equity issuances embedded in the
Series F and Serries F Warrants and reduced the conversion and exercise price of on outstanding Series F and Series F Warrants from
$
to $.
As a result, the Company recognized a deemed dividend of $
The fair value of the Series F and Series F Warrants was determined using a Black-Scholes pricing model and the following assumptions: expected life of - years, volatility of – %, risk free rate of - %, and dividend rate of %.
The
March 2023 Down Round Triggered anti-dilution protection provisions in connection with subsequent equity issuances embedded in the Series
F and Serries F Warrants and reduced the conversion and exercise price of on outstanding Series F and Series F Warrants from $ to
$. As a result, the Company recognized an aggregate deemed dividend of $
The
March 2023 Down Round Trigger resulted in the Company recognizing a deemed dividend on the Series F and Series F Warrants of $
The
June 2023 Down Round Triggered anti-dilution protection provisions in connection with subsequent equity issuances embedded in the Series
F and Serries F Warrants and reduced the conversion and exercise price of any outstanding Series F and Series F Warrants from $ to
$. As a result, the Company recognized an aggregate deemed dividend of $
The
June 2023 Down Round Trigger resulted in the Company recognizing a deemed dividend on the Series F and Series F Warrants of $
| 26 |
AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(UNAUDITED)
Note 7 – Stockholders’ Equity-Continued
Stock-based Compensation
The Company determines the fair value of awards granted under the 2017 Omnibus Equity Incentive Plan (the “Equity Plan”) based on the fair value of its Common Stock on the date of grant. Stock-based compensation expenses related to grants under the Equity Plan are included in general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss. For the three and nine-months ended September 30, 2024, the Company recorded $ and $, respectively. The stock-based compensation, for the same period during 2023, $ and $ were recorded, respectively.
All deemed dividends to the Series F stockholder were recorded as additional paid in capital and an increase to accumulated deficit and as an increase to total net loss attributable to Common Stockholders in computing earnings per share on the condensed consolidated statements of operations and comprehensive loss.
During
the three and nine months ended September 30, 2024, the aggregate deemed dividends recognized on these down round triggers were $
Pension Costs
senseFly S.A. sponsors a defined benefit pension plan (the “Defined Benefit Plan”) covering all its employees. The Defined Benefit Plan provides benefits in the event of retirement, death or disability, with benefits based on age and salary. The Defined Benefit Plan is funded through contributions paid by senseFly S.A. and its employees, respectively. The Defined Benefit Plan assets are Groupe Mutuel Prévoyance (“GMP”), which invests these plan assets in cash and cash equivalents, equities, bonds, real estate and alternative investments.
The Projected Benefit Obligation (“PBO”) includes in full the accrued liability for the plan death and disability benefits, irrespective of the extent to which these benefits may be reinsured with an insurer. The actuarial valuations are based on the census data as of December 31, 2023, provided by GMP.
The
Defined Benefit Plan has a PBO in excess of Defined Benefit Plan assets. For the three and nine months ended September 30, 2024, the
amounts recognized in accumulated other comprehensive loss related to the Defined Benefit Plan were $
Restricted Stock Units (“RSUs”)
| Shares | Weighted Average Grant Date Fair Value | |||||||
| Outstanding as of December 31, 2023 | $ | |||||||
| Granted | ||||||||
| Cancelled | ( | ) | ||||||
| Vested and released | ( | ) | ||||||
| Outstanding as of September 30, 2024 | ||||||||
| Vested as of September 30, 2024 | ||||||||
| Unvested as of September 30, 2024 | $ | |||||||
| 27 |
AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(UNAUDITED)
Note 7 – Stockholders’ Equity-Continued
For the nine months ended September 30, 2024, the aggregate fair value of RSU awards at the time of vesting was $.
For the three and nine months ended September 30, 2024, the Company recognized $ and $ of stock compensation expense, respectively, and had approximately $ of unrecognized stock-based compensation expense related to RSUs, which will be amortized over approximately twenty-one months.
For the nine months ended September 30, 2023, a summary of RSU activity is as follows:
| Shares | Weighted Average Grant Date Fair Value | |||||||
| Outstanding as of December 31, 2022 | $ | |||||||
| Granted | ||||||||
| Cancelled | ( | ) | ||||||
| Vested and released | ( | ) | ||||||
| Outstanding as of September 30, 2023 | ||||||||
| Vested as of September 30, 2023 | ||||||||
| Unvested as of September 30, 2023 | $ | |||||||
For the nine months ended September 30, 2023, the aggregate fair value of RSU awards at the time of vesting was $.
For the three and nine months ended September 30, 2023, the Company recognized $ and $ of stock compensation expense, respectively, and had $ of unrecognized stock-based compensation expense related to RSUs.
Issuance of RSUs to Current Officers and Directors of the Company
For
the three and nine months ended September 30, 2024, the Company granted RSUs to officers, equal to $
For
the three and nine months ended September 30, 2024, the Company granted RSUs and RSUs, respectively, equal to $
On
September 29, 2023, upon recommendation of the Compensation Committee of the Board (“Compensation Committee”), in lieu of
the payment of $
| 28 |
AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(UNAUDITED)
Note 7 – Stockholders’ Equity-Continued
Stock Options
| Shares | Weighted Average Exercise Price | Weighted Average Fair Value | Weighted Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value | ||||||||||||||||
| Outstanding as of December 31, 2023 | $ | $ | $ | |||||||||||||||||
| Granted | — | |||||||||||||||||||
| Exercised | — | — | ||||||||||||||||||
| Expired/Forfeited | ( | ) | — | — | ||||||||||||||||
| Outstanding as of September 30, 2024 | $ | $ | $ | |||||||||||||||||
| Exercisable as of September 30, 2024 | $ | $ | $ | |||||||||||||||||
As of September 30, 2024, the Company had unrecognized compensation cost related to stock options.
Intrinsic value is measured using the fair market value at the date of exercise (for shares exercised) or as of September 30, 2024 (for outstanding options), less the applicable exercise price.
For the three and nine months ended September 30, 2024, the Company recognized $ and $, respectively of stock compensation expense.
For the nine months ended September 30, 2023, a summary of the options activity is as follows:
| Shares | Weighted Average Exercise Price | Weighted Average Fair Value | Weighted Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value | ||||||||||||||||
| Outstanding as of December 31, 2022 | $ | $ | $ | |||||||||||||||||
| Granted | — | |||||||||||||||||||
| Exercised | — | — | ||||||||||||||||||
| Expired/Forfeited | ( | ) | — | — | ||||||||||||||||
| Outstanding as of September 30, 2023 | $ | $ | $ | |||||||||||||||||
| Exercisable as of September 30, 2023 | $ | $ | $ | |||||||||||||||||
For the three and nine months ended September 30, 2023, the Company recognized $ and $, respectively of stock compensation expense and had $ of total unrecognized compensation cost related to stock options, which will be amortized through September 30, 2025.
| 29 |
AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(UNAUDITED)
Note 7 – Stockholders’ Equity-Continued
| September 30, | ||||||||
| 2024 | 2023 | |||||||
| Stock price | $ | $ | ||||||
| Dividend yield | % | % | ||||||
| Expected life (years) | ||||||||
| Expected volatility | % | % | ||||||
| Risk-free interest rate | % | % | ||||||
Cancellations of Options
For
the nine months ended September 30, 2024 and 2023, as a result of employee terminations and options expirations, stock options aggregating
and with fair market values of $
Note 8 – Leases
Operating Leases
For
the three and nine months ended September 30, 2024 and 2023, operating lease expense payments were $
| 30 |
AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(UNAUDITED)
Note 8 – Leases-Continued
As of September 30, 2024 and December 31, 2023, balance sheet information related to the Company’s operating leases is as follows:
| Balance Sheet Location | September 30, 2024 | December 31, 2023 | ||||||
| Right-of-use-assets | $ | $ | ||||||
| Current portion of lease liabilities | $ | $ | ||||||
| Long-term portion lease liabilities | $ | $ | ||||||
As of September 30, 2024, scheduled future maturities of the Company’s lease liabilities are as follows:
| Year Ending December 31, | ||||
| 2024 (rest of year) | $ | |||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| Total future minimum lease payments, undiscounted | ||||
| Less: Amount representing interest | ( | ) | ||
| Present value of future minimum lease payments | $ | |||
| Present value of future minimum lease payments – current | $ | |||
| Present value of future minimum lease payments – long-term | $ | |||
As of September 30, 2024 and December 31, 2023, the weighted-average lease-term and discount rate of the Company’s leases are as follows:
| Other Information | September 30, 2024 | December 31, 2023 | ||||||
| Weighted-average remaining lease terms (in years) | ||||||||
| Weighted-average discount rate | % | % | ||||||
For the three months and nine months ended September 30, 2024 and 2023, supplemental cash flow information related to leases is as follows:
| For
the Three Months Ended September 30, | For
the Nine Months Ended September 30, | |||||||||||||||
| Other Information | 2024 | 2023 | 2024 | 2023 | ||||||||||||
| Cash paid for amounts included in the measurement of liabilities: Operating cash flows for operating leases | $ | $ | $ | $ | ||||||||||||
| 31 |
AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(UNAUDITED)
Note 9 – Warrants
As
previously disclosed in Note 7, we have issued warrants in connection with the sale and issuance of Series F preferred stock and common
stock. We also issued to Dawson James Securities, Inc. (“Dawson”) shares of Common Stock at an initial exercise price
of $
A summary of activity related to warrants for the periods presented is as follows:
| Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term | ||||||||||
| Outstanding as of December 31, 2022 | * | — | ||||||||||
| Issued – March 2023 | $ | * | — | |||||||||
| Issued – June 2023 | * | — | ||||||||||
| Issued – November 2023 | — | |||||||||||
| Exercised | ( | ) | — | |||||||||
| Outstanding as of December 31, 2023 | $ | — | ||||||||||
| Exercised | ( | ) | * | — | ||||||||
| Issued – March 6, 2024 | ** | — | ||||||||||
| Issued – March 7, 2024 | — | |||||||||||
| Issued – April 12, 2024 | ** | — | ||||||||||
| Issued – May 31, 2024 | ** | — | ||||||||||
| Issued – July 29, 2024 | ** | — | ||||||||||
| Issued – August 27, 2024 | ||||||||||||
| Outstanding as of September 30, 2024 | $ | |||||||||||
| Exercisable as of September 30, 2024 | $ | |||||||||||
| * | |
| ** |
As of September 30, 2024, the intrinsic value of the warrants was .
Note 10 – Commitments and Contingencies
Existing Employment and Board Agreements
The Company has various employment agreements with certain of its executive officers and directors that serve as Board members, which it considers normal and in the ordinary course of business.
Except as described below, the Company has no other formal employment agreements with its executive officers, nor any compensatory plans or arrangements resulting from the resignation, retirement, or any other termination of its our named executive officers, from a change in control, or from a change in any executive officer’s responsibilities following a change in control. However, it is possible that the Company will enter into formal employment agreements with its executive officers in the future.
Effective as of April 15, 2024, Mr. Grant Begley ceased to serve as the Interim Chief Executive Officer of the Company, and the Company and William (“Bill”) Irby entered into an Executive Employment Agreement (the “Employment Agreement”) setting forth the terms of Bill Irby’s appointment as Chief Executive Officer and Director of the Company effective as of April 15, 2024. As previously announced, Bill Irby had served as President of the Company, since February 12, 2024. Mr. Begley continues as Chairman of the Board of the Company.
| 32 |
AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(UNAUDITED)
Note 10 – Commitments and Contingencies-Continued
Pursuant
to the Employment Agreement, Bill Irby will receive an annual base salary of $
On March 6, 2024, AgEagle Aerial Systems Inc. entered into a letter agreement with Dawson pursuant to which Dawson has agreed to serve, on an exclusive basis for a period of four months, as the sole placement agent for the Company, in connection with the offering of equity securities and equity-linked securities of the Company, including any restructuring, exercise and/or conversion solicitation and/or renegotiating the terms of any warrants to purchase shares of common stock, par value $per share and the solicitation of exercise of any additional investment right with respect to Securities of the Company.
Pursuant
to the Engagement Agreement, the Company will pay a cash fee equal to $
Purchase Commitments
The
Company routinely places orders for manufacturing services and materials. As of September 30, 2024, the Company had purchase commitments
of $
Note 11 – Segment Information
Non-allocated administrative and other expenses are reflected in Corporate. Corporate assets include cash, prepaid expenses, notes receivable, right-of-use assets and other assets.
As of September 30, 2024 and December 31, 2023, and for the three and nine months ended September 30, 2024 and 2023, respectively, information about the Company’s reportable segments consisted of the following:
Goodwill and Assets
| Corporate | Drones | Sensors | SaaS | Total | ||||||||||||||||
| As of September 30, 2024 | ||||||||||||||||||||
| Goodwill | $ | $ | $ | $ | $ | |||||||||||||||
| Assets | $ | $ | $ | $ | $ | |||||||||||||||
| As of December 31, 2023 | ||||||||||||||||||||
| Goodwill | $ | $ | $ | $ | $ | |||||||||||||||
| Assets | $ | $ | $ | $ | $ | |||||||||||||||
| 33 |
AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(UNAUDITED)
Note 11 – Segment Information-Continued
Net Income (Loss)
| Corporate | Drones | Sensors | SaaS | Total | ||||||||||||||||
| Three Months Ended September 30, 2024 | ||||||||||||||||||||
| Revenues | $ | $ | $ | $ | $ | |||||||||||||||
| Cost of sales | ||||||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Other income (expense), net | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||
| Three Months Ended September 30, 2023 | ||||||||||||||||||||
| Revenues | $ | $ | $ | $ | $ | |||||||||||||||
| Cost of sales | ||||||||||||||||||||
| Income (loss) from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Other income (expense), net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | |||||||
| Corporate | Drones | Sensors | SaaS | Total | ||||||||||||||||
| Nine Months Ended September 30, 2024 | ||||||||||||||||||||
| Revenues | $ | $ | $ | $ | $ | |||||||||||||||
| Cost of sales | ||||||||||||||||||||
| Income (loss) from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Other income (expense), net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | |||||||
| Nine Months Ended September 30, 2023 | ||||||||||||||||||||
| Revenues | $ | $ | $ | $ | $ | |||||||||||||||
| Cost of sales | ||||||||||||||||||||
| Income (loss) from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Other expense, net | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | |||||||
Revenues by Geographic Area
| Drones | Sensors | SaaS | Total | |||||||||||||
| Three Months Ended September 30, 2024 | ||||||||||||||||
| North America | $ | $ | $ | $ | ||||||||||||
| Latin America | ||||||||||||||||
| Europe, Middle East and Africa | ||||||||||||||||
| Asia Pacific | ||||||||||||||||
| Other | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Drones | Sensors | SaaS | Total | |||||||||||||
| Three Months Ended September 30, 2023 | ||||||||||||||||
| North America | $ | $ | $ | $ | ||||||||||||
| Latin America | ||||||||||||||||
| Europe, Middle East and Africa | ||||||||||||||||
| Asia Pacific | ||||||||||||||||
| Other | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| 34 |
AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(UNAUDITED)
Note 11 – Segment Information-Continued
| Drones | Sensors | SaaS | Total | |||||||||||||
| Nine Months Ended September 30, 2024 | ||||||||||||||||
| North America | $ | $ | $ | $ | ||||||||||||
| Latin America | ||||||||||||||||
| Europe, Middle East and Africa | ||||||||||||||||
| Asia Pacific | ||||||||||||||||
| Other | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Drones | Sensors | SaaS | Total | |||||||||||||
| Nine Months Ended September 30, 2023 | ||||||||||||||||
| North America | $ | $ | $ | $ | ||||||||||||
| Latin America | ||||||||||||||||
| Europe, Middle East and Africa | ||||||||||||||||
| Asia Pacific | ||||||||||||||||
| Other | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
Note 12 – RESTATEMENT
The net loss attributable to common stockholders erroneously excluded accrued cumulative dividends on outstanding Series F preferred stock and deemed dividends resulting from the triggering of down round features embedded within outstanding equity-linked financial instruments. Pursuant to ASC 260 Earnings Per Share, income available to common stockholders shall be computed by deducting dividends accumulated for the period on cumulative preferred stock. Also, the value of the effect of a down round feature shall be recognized in an equity-classified freestanding financial instrument when the down round feature is triggered. That effect shall be treated as a dividend and as a reduction of income available to common stockholders in basic and diluted earnings per share.
Further, the accrued cumulative dividends and deemed dividends were included as a component of other comprehensive loss. However, pursuant to ASC 220 – Income Statement – Reporting Comprehensive Income items required to be reported as direct adjustments to additional paid-in capital and retained earnings are not considered to be components of other comprehensive income (loss).
On November 7, 2024, the audit committee of the Company’s board of directors concluded, after discussion with the Company’s management, that the previously issued consolidated financial statements as of and for the years ended December 31, 2023 and 2022 and the Form 10-Qs for the quarterly periods March 31, 2023, June 30, 2023 and September 30, 2023 should no longer be relied upon due to the errors discussed above and required restatement.
As a result of the restatement matter discussed in our Explanatory Note included in this Form 10-Q, the quarterly financial statements for the periods ended March 31, 2024 and June 30, 2024 are being effectively restated in this current Form 10-Q for the period ended September 30, 2024, as follows:
Impact of the Restatement – March, June, and September 2023 and March and June 2024
| Three Months Ended March 31, 2024 | ||||||||||||
| Statement of Operations Data (Unaudited) | As Previously Reported | Adjustment | As Restated | |||||||||
| Net loss attributable to common stockholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Net loss per common Share - basic | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Total comprehensive loss, net of tax | $ | ( | ) | $ | $ | ( | ) | |||||
| Three Months Ended March 31, 2023 | ||||||||||||
| Statement of Operations Data (Unaudited) | ||||||||||||
| Net loss attributable to common stockholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Net loss per common share - basic (i) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Total comprehensive loss, net of tax | $ | ( | ) | $ | $ | ( | ) | |||||
| Three Months Ended June 30, 2024 | ||||||||||||
| Statement of Operations Data (Unaudited) | ||||||||||||
| Net loss attributable to common stockholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Net loss per common share - basic | $ | ( | ) | $ | $ | ( | ) | |||||
| Total comprehensive loss, net of tax | $ | ( | ) | $ | $ | ( | ) | |||||
| Three Months Ended June 30, 2023 | ||||||||||||
| Statement of Operations Data (Unaudited) | ||||||||||||
| Net loss attributable to common stockholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Net loss per common share - basic (i) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Total comprehensive loss, net of tax | $ | ( | ) | $ | $ | ( | ) | |||||
| Six Months Ended June 30, 2024 | ||||||||||||
| Statement of Operations Data (Unaudited) | ||||||||||||
| Net loss attributable to common stockholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Net loss per common share - basic | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Total comprehensive loss, net of tax | $ | ( | ) | $ | $ | ( | ) | |||||
| Six Months Ended June 30, 2023 | ||||||||||||
| Statement of Operations Data (Unaudited) | ||||||||||||
| Net loss attributable to common stockholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Net loss per common share - basic (i) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Total comprehensive loss, net of tax | $ | ( | ) | $ | $ | ( | ) | |||||
| Three Months Ended September 30, 2023 | ||||||||||||
| Statement of Operations Data (Unaudited) | ||||||||||||
| Net loss attributable to common stockholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Net loss per common share – basic (ii) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Total comprehensive loss, net of tax | $ | ( | ) | $ | $ | ( | ) | |||||
| Nine Months Ended September 30, 2023 | ||||||||||||
| Statement of Operations Data (Unaudited) | ||||||||||||
| Net loss attributable to common stockholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Net loss per common share - basic (ii) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Total comprehensive loss, net of tax | $ | ( | ) | $ | $ | ( | ) | |||||
| (i) | ||
| (ii) |
| 35 |
AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(UNAUDITED)
Note 13 – Subsequent Events
Management has evaluated subsequent events through the date that the Company’s unaudited condensed consolidated financial statements were issued. Based on this evaluation, the Company has determined that no additional subsequent events have occurred, other than those noted below, which require disclosure through the date that these unaudited condensed consolidated financial statements were issued.
Unit Offering
We closed the following Offering on October 1, 2024.
The Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Spartan Capital Securities, LLC (the “Placement Agent”) in connection with the issuance and sale by the Company in a public offering (the “Offering”) of units (the “Units”), consisting of common units (“Common Units”), each consisting of one share of common stock of the Company, $ par value per share, one Series A warrant (“Series A Warrant”) to purchase one share of common stock and one Series B warrant (“Series B Warrant”) to purchase one share of common stock and pre-funded Units (the “Pre-Funded Units” and together with the Common Units, the “Units”), with each Pre-Funded Unit consisting of one pre-funded warrant (the “Pre-Funded Warrants”) to purchase one share of common stock, one Series A Warrant to purchase one share of common stock and one Series B Warrant to purchase one share of common stock.
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AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(UNAUDITED)
Note 13 – Subsequent Events- Continued
The purchase price of each Common Unit was $, and the purchase price of each Pre-Funded Unit was $, less Placement Agent fees and commissions.
The
Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. Each Series A Warrant is immediately
exercisable on the date of issuance at an exercise price of the public offering price of the Units of $
Under the alternate cashless exercise option of the Series A Warrants, a holder of the Series A Warrant, has the right to receive an aggregate number of shares equal to the product of (x) the aggregate number of shares of common stock that would be issuable upon a cash exercise of the Series A Warrant and (y) 2.0. In addition, the Series A Warrants and Series B Warrants contain a reset of the exercise price to a price equal to the lesser of (i) the then exercise price and (ii) the lowest volume weighted average price for the five trading days immediately preceding and immediately following the date the Company effects a reverse stock split in the future with a proportionate adjustment to the number of shares underlying the Series A Warrants and Series B Warrants. Finally, with certain exceptions, the Series B Warrants provide for an adjustment to the exercise price and number of shares underlying the Series B Warrants upon the Company’s issuance of its common stock or common stock equivalents at a price per share that is less than the exercise price of the Series B Warrant.
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AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023 (UNAUDITED
Note 13 – Subsequent Events- Continued
Each
Pre-Funded Warrant is immediately exercisable for one share of common stock at an exercise price of $
The shares of common stock, the Pre-Funded Warrants, the Series A Warrants and the Series B Warrants and the shares of common stock issuable upon exercise of the Pre-Funded Warrants, the Series A Warrants and the Series B Warrants described above, were offered by the Company pursuant to a Registration Statement on Form S-1 (File No. 333-281897), filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”) and declared effective by the SEC on September 30, 2024.
The
Company engaged the Placement Agent as the Company’s sole placement agent for the Offering pursuant to the Placement Agency Agreement.
Pursuant to the Placement Agency Agreement, the Company agreed to pay the Placement Agent a cash placement fee equal to
Omnibus Agreement
The Offering required the consent of Alpha Capital Anstalt the holder of the Convertible Note (Note 5) and the primary holder of our issued and outstanding Series F and Series F Warrants.
Pursuant
to the Omnibus Agreement, among other things, (i) Alpha consented to the Offering, (ii) Alpha agreed to purchase $
Reverse Stock Split
On October 3, 2024, the Board
approved a reverse stock split of the Company’s authorized, issued and outstanding shares of common stock, par value $ per
share, at a
On October 14, 2024, after the Reverse Stock Split, the outstanding common stock balance became from .
Resignation of Directors and Officers
On October 17, 2024, Thomas Gardner, Kelly Anderson and Malcom Frost informed the board of directors (the “Board”) of the Company their decision to resign from the Board and all related Board committees, effectively immediately. Mr. Gardner’s, Mrs. Anderson’s and Mr. Frost’s resignation are not a result of a disagreement or dispute with the Company on any matter regarding its operations, policies or practices.
On October 18, 2024, Mark DiSiena, Chief Financial Officer (“CFO”) of the Company, informed the Company that he intends to resign from his role at the Company, to be effective November 15, 2024 (the “Resignation Date”). Mr. DiSiena is expected to remain with the Company through the Resignation Date to assist in the transition of his responsibilities. Mr. DiSiena’s resignation is not a result of a disagreement or dispute with the Company on any matter regarding its operations, policies or practices.
On October 25, 2024, the Board of the Company appointed Kevin Lowdermilk to serve as an independent director of the Company, effective immediately. Mr. Lowdermilk was also appointed as a member of the Company’s Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee, effective immediately.
On November 1, 2024, the Board of the Company appointed Brent Klavon to serve as an independent director of the Company, effective immediately. Mr. Klavon was also appointed as a member of the Company’s Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee, effective immediately. Mr. Klavon will be chair of the Compensation Committee.
On November 14, 2024, AgEagle Aerial Systems, Inc. (the “Company”) appointed Ms. Adrienne Anderson, age 46, to the positions of Interim Chief Financial Officer and Interim Principal Accounting Officer of the Company, effective immediately.
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| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The following discussion highlights the principal factors that have affected our financial condition and results of operations as well as our liquidity and capital resources for the periods described. This discussion should be read in conjunction with our Condensed Consolidated Financial Statements and the related notes included in Item 8 of this Form 10-K. This discussion contains forward-looking statements. Please see the explanatory note concerning “Forward-Looking Statements” in Part I of the Annual Report on Form 10-K and Item 1A. Risk Factors for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements. The operating results for the periods presented were not materially affected by inflation.
Overview
AgEagle™ Aerial Systems Inc. (“AgEagle”, “Company”, “We”, “Our”, “Us”), through its wholly owned subsidiaries, is actively engaged in designing and delivering best-in-class drones, sensors and software that solve important problems for our customers. Founded in 2010, AgEagle was originally formed to pioneer proprietary, professional-grade, fixed-winged drones and aerial imagery-based data collection and analytics solutions for the agriculture industry. AgEagle’s shift and expansion from solely manufacturing fixed-wing farm drones in 2018, to offering what we believe is one of the industry’s best fixed-wing, full-stack drone solutions, culminated in 2021 when we acquired three market-leading companies engaged in producing UAS airframes, sensors and software for commercial and government use. In addition to a robust portfolio of proprietary, connected hardware and software products; an established global network of over 200 UAS resellers; and enterprise customers worldwide; these acquisitions also brought AgEagle a highly valuable workforce comprised largely of experienced engineers and technologists with deep expertise in the fields of robotics, automation, manufacturing and data science. In 2022, we succeeded in integrating all three acquired companies with AgEagle to form one global company focused on taking autonomous flight performance to a higher level for a wider variety of markets, including defense , public safety, and agriculture/commercial customers.
AgEagle has also achieved numerous regulatory firsts, earning governmental approvals for its commercial and tactical drones to fly Beyond Visual Line of Sight (“BVLOS”) and/or Operations Over People (“OOP”) in the United States, Canada, Brazil and the European Union.
AgEagle is led by a proven management team with years of drone industry experience and is currently headquartered in Wichita, Kansas, where we house our business and sensor manufacturing operations; and we operate drone manufacturing operations in Lausanne, Switzerland in support of our international business activities.
We are focused on growing our business, generating cash, and preserve our leadership position by developing new drones, sensors and embedded software and capturing a significant share of the global drone market. In addition, we expect to accelerate our growth and expansion through product development and strategic acquisitions of companies that offer distinct technological and competitive advantages and have defensible high value IP protection in place, if applicable.
Key Growth Strategies
We intend to materially grow our business by leveraging our proprietary, best-in-class, full-stack drone solutions, multi-spectral sensors, industry influence, and deep pool of talent with specialized expertise in robotics, automation, custom manufacturing and data science to achieve greater penetration of the global UAS industry – with near-term emphasis on adding stability and discipline to our operations, and capturing larger market share of the agriculture, defense, public safety, and agriculture/commercial markets. We expect to accomplish this goal by first bringing one four re-defined core values to life in our day-to-day operations and aligning them with our efforts to earn the trust and continued business of our customers and industry partners:
| ● | Innovation – We strive to innovate, finding new ways to serve our customers and shareholders- these innovations span technology, process re-definition, and new ways of thinking about every aspect of our business and customers. |
| 39 |
| ● | Integrity – this is the foundation for everything we do, even when no one is watching. | |
| ● | Transparency – being honest and open about our performance, strengths, and weakness allows us to improve more rapidly. | |
| ● | Passion – we love what we do each day, creating the energy to overcome challenges. | |
| Key components of our growth strategy include the following: | ||
| ● | Shift priority to a Laser-like focus on the higher volume defense & security market. Despite predictions of rapid growth in the commercial space, drone surveillance action in the defense and security world has outpaced commercial application in volume and overall growth. The current world situation further emphasizes the need for our products, and the validity of the defense market. AgEagle will focus on defense growth initiatives while continuing to execute, grow, and maximize our position in precision agriculture and other civil and commercial markets. | |
| ● | Deliver new and innovative solutions. AgEagle’s research and development efforts are critical building blocks of the Company, and we intend to continue investing in innovation, not only in our products, but also in innovative business models and operational methods | |
| ● | Foster our entrepreneurial culture on a bedrock of trust and integrity, continuing to attract, develop and retain highly skilled personnel. The AgEagle culture encourages innovation and entrepreneurialism, which helps attract and retain highly skilled professionals. In addition, AgEagle is dedicated to integrity and transparency in its business, external, and internal relationships. | |
| ● | Effectively manage our growth portfolio for long-term value creation. Our production and development programs present numerous investment opportunities that we believe will deliver long-term growth by providing our customers with valuable new capabilities. We evaluate each opportunity, and it’s cost, against our mission and strategic priorities, as well as near and mid-term expected returns. This process helps us make informed decisions regarding potential growth capital requirements and supports our allocation of resources based on relative risks and returns to maximize long-term value creation, which is the key objective of our growth strategy. | |
| ● | Modify our facility footprint. We have set objectives to right-size our physical footprint in Europe and create strategic relationships with key partners in that theatre. In addition, we have begun planning for expanding our drone production in the U.S. to serve North, Central, and South American customers. | |
| ● | Growth through acquisition. Through successful identification of high-value acquisition targets, we plan to acquire technologically advanced companies and intellectual property across an array of airborne platforms, focused robotic technologies, and a variety of artificial intelligence-enabled robotics and supporting technologies that complement and strengthen our value proposition. |
Competitive Strengths
We believe that the following attributes and capabilities provide us with long-term competitive advantages:
| ● | Proprietary technologies, in-house capabilities and industry experience – We believe our decade of experience in commercial UAS design and engineering, in-house manufacturing, assembly and testing capabilities, and advanced technology development skillset serve to differentiate AgEagle in the marketplace. In fact, approximately 60% of our global workforce is comprised of engineers and data scientists with deep experience and expertise in robotics, automation, custom manufacturing, and data analytics. In addition, AgEagle is committed to meeting and exceeding quality and safety standards for manufacturing, assembly, design and engineering and testing of drones, drone subcomponents and related drone equipment in our U.S. and Swiss-based manufacturing operations. As a result, we are actively pursuing and expect to earn ISO:9001 international certification for our Quality Management System within our senseFly business by Q2 2025. |
| ● | We leverage maximum use of commercial technology: At AgEagle, we excel in designing and manufacturing small UAS, along with sensors and software tailored for UAS applications, providing versatile solutions like our latest product the eBee VISION UAS. This integration of commercial technology with dual-use capabilities enables our customers to effectively address a diverse range of operational challenges. |
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| ● | Our design, production, and support are user-centric: Our commitment to incorporating user feedback into our product development process is paramount. By collaborating closely with our end-users, we ensure that our product lines align with their specific needs and requirements. Through our expertise in drone and sensor design and our close connection with our end-users, they benefit from cutting-edge technologies that meets their demands across military, first responder, agriculture and surveyor sectors while leveraging the advantages of commercial innovation. | |
| ● | We offer market-tested drones, sensors and system software that have earned the longstanding trust and fidelity of customers worldwide – Through successful execution of our acquisition integration strategy in 2021, AgEagle is now delivering a unified line of industry trusted drones, sensors and software that have been vigorously tested and consistently proven across multiple industry verticals and use cases. For instance, our line of eBee fixed wing drones have flown more than one million flights over the past decade serving customers spanning military/defense, surveying and mapping; engineering and construction; mining, quarries and aggregates; agriculture; humanitarian aid and environmental monitoring, to name just a few. Featured in over 100 research publications globally, advanced sensor innovations developed and commercialized by AgEagle have served to forge new industry standards for high performance, high resolution, thermal and multispectral imaging for commercial drone applications in agriculture, plant research, land management and forestry. In addition, we have championed the development of end-to-end software solutions which power autonomous flight and deliver actionable, contextual data and analytics for numerous Fortune 500 companies, government agencies and a wide range of businesses in agriculture, energy and utilities, construction and other industry sectors. | |
| ● | In August 2022, we announced that the eBee X, eBee GEO and eBee AG were the first commercial drones to be designated with the C2 class identification label in accordance with EASA regulations. As of August 22, 2022, drone operators flying C2 labeled eBees are able to conduct missions in the “Open Category” with all the advantages that this entails. The C2 certification allows the eBee X series, with correct labelling, to fly at a horizontal distance of 30 meters from uninvolved people. By contrast, heavy drones like VTOLs or quadcopters must maintain a distance of 150 meters from people and any residential, commercial, industrial and recreational areas, limiting their operational capabilities to remote zones. | |
| ● | In late 2022, we partnered with government contractor Darley to expand the market reach of AgEagle’s high performance fixed wing drones and sensors to the U.S. first responder and tactical defense markets. Distinguished as one of the nation’s longest standing government contracting organizations, Darley is expected to become a key contributor to AgEagle’s success in delivering best-in-class UAS solutions to a wide range of state and federal agencies. Providing our best-in-class autonomous flight solutions for public safety applications through trusted resellers like Darley represents an entirely new market opportunity for AgEagle and one we intend to vigorously pursue in the current year. | |
| ● | In December 2022, we unveiled our new eBee™ VISION, a small, fixed-wing UAS designed to provide real-time, enhanced situational awareness for critical intelligence, surveillance and reconnaissance missions. This system is packaged for mobile/tactical users, with highly automated command and control software that proves compatible and is in full compliance with the U.S. DoD Robotic and Autonomous System-Air Interoperability Profile (“RAS-A IOP”). Beginning 2023, three branches of the European military have received eBee VISION drones. In collaboration with these initial end users, we’ve meticulously designed the eBee VISION User Interface to ensure optimal usability and compatibility with commercial, professional, and NATO standards. This unique interface, when paired with the eBee VISION Ground Control Station, offers highly automated flight modes and precise telemetry to operators, enhancing overall operational efficiency and effectiveness. |
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| ● | AgEagle was awarded a Multiple Award Schedule (“MAS”) Contract by the U.S. federal government’s General Services Administration (“GSA”) – In April 2023, the centralized procurement arm of the federal government, the GSA, awarded us with a five-year MAS contract. The GSA Schedule Contract is a highly coveted award in the government contracting space and is the result of a rigorous proposal process involving the demonstration of products and services in-demand by government agencies, and the negotiation of their prices, qualifications, terms and conditions. Contractors selling through the GSA Contract are carefully vetted and must have a proven track record in the industry. We believe that this will serve to advance our efforts to achieve deeper penetration of the government sector over the next five years. | |
| ● | In July 2023 alone, we completed a comprehensive training session with our first European military customers, who were confirmed as eBee VISION operators and qualified trainers of new users. These new customers confirmed with AgEagle’s technical teams that all operational capabilities of the eBee VISION continue to meet and exceed performance benchmarks in scouting, surveillance, usability, fast deployment and flight time, among other use case criteria specified by the international military community. We have also been working in close collaboration with our network of valued added reselling partners in France, United Kingdom, Poland, Italy and Spain, among other countries, to conduct live demonstrations and technical exchanges with prospective new customers, with emphasis on showcasing use of eBee VISION UAS for public safety and first responder missions, border patrol and a wide range of commercial applications. On September 6, 2023, the Company announced that commercial production of the eBee VISION had commenced and orders for the systems are being accepted since then. | |
| ● | In early October 2023, the eBee X series of drones were designated with the C6 class identification label in accordance with European Union regulations. As of January 1, 2024, drone operators of C6-labeled eBees will be able to conduct BVLOS operations with airspace observers over a controlled ground area in a sparsely populated environment throughout Europe. Operators simply need to submit a required declaration with their applicable National Aviation Authority indicating whether they intend to fly missions in accordance with the European Standard Scenario- (“STS-”) 01 or STS-02. The inclusion of the C6 marking alongside our C2-labeled eBee drones will significantly enhance the market advantages for our European customers. It grants access to areas and operational modes restricted to drones weighing over 4 kg, all without the requirement for formal permissions or regulatory waivers. Currently, only eBee drones possess both the C2 and C6 marking, affirming their status as the safest choice for flying over people and conducting BVLOS operations. As of January 1, 2024, drone operators of C6-labeled eBees will be able to conduct BVLOS operations with airspace observers over a controlled ground area in a sparsely populated environment throughout Europe. Operators simply need to submit a required declaration with their applicable National Aviation Authority indicating whether they intend to fly missions in accordance with the European Standard Scenario- (“STS-”) 01 or STS-02. The inclusion of the C6 marking alongside our C2-labeled eBee drones will significantly enhance the market advantages for our European customers. It grants access to areas and operational modes restricted to drones weighing over 4 kg, all without the requirement for formal permissions or regulatory waivers. Currently, only eBee drones possess both the C2 and C6 marking, affirming their status as the safest choice for flying over people and conducting BVLOS operations. | |
| ● | In March of 2024, we were selected to provide 50 RedEdge-P cameras for use by Greece’s Hellenic Republic Ministry of Rural Development. These will be used for optimum monitoring of agricultural activity such as soil analysis, irrigation, crop quality/maturity, and vegetation indices, all critical to maximizing the output of agricultural products. This award serves as a continued validation of our product in a world focusing more and more on optimizing output for a rapidly growing population. Investment in our sensor product line continues, with focus on optimizing performance through introduction of new hardware and processing algorithms. |
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| ● | Our eBee™ X series of fixed wing UAS, including the eBee X, eBee Geo and eBee TAC, were the first on the market to comply with Category 3 of the sUAS Over People rules published by the FAA. It is another important testament of our commitment to providing best-in-class solutions to our commercial customers, and we believe it will serve as a key driver in the growth of eBee utilization in the United States. We further believe it will improve the business applications made possible by our drone platform for a wide range of commercial enterprises which stand to benefit from adoption of drones in their businesses – particularly those in industries such as insurance for assessment of storm damage, telecommunications for network coverage mapping and energy for powerline and pipeline inspections, just to name a few. | |
| ● | Our eBee X series of drones are the world’s first UAS in its class to receive design verification for BVLOS and OOP from European Union Aviation Safety Agency (“EASA”). The EASA design verification report demonstrates that the eBee X meets the highest possible quality and ground risk safety standards and, thanks to its lightweight design, effects of ground impact are reduced. As such, drone operators conducting advanced drone operations in 27 European Member States, Iceland, Liechtenstein, Norway, and Switzerland can obtain the HIGH or MEDIUM robustness levels of the M2 mitigation without additional verification from EASA. Regulatory constraints relating to limitations of BVLOS and OOP have continued to be a gating factor to widespread adoption of commercial drone technologies across a wide range of industry sectors worldwide. Being the first company to receive this DVR from EASA for M2 mitigation is a milestone for AgEagle and our industry in the European Union and will be key to fueling growth of our international customer base. |
Impact of the Risks and Uncertainties On Our Business Operations
Global economic challenges, including the impact of the war, pandemics, rising inflation and supply-chain disruptions, regulatory investigations adverse labor and capital market conditions could cause economic uncertainty and volatility. The aforementioned risks and their respective impacts on the UAV industry and our operational and financial performance remain uncertain and outside of our control. Specifically, because of the aforementioned continuing risks, our ability to access components and parts needed in order to manufacture its proprietary drones and sensors, and to perform quality testing have been, and continue to be, impacted. If either we or any of our third parties in the supply chain for materials used in our manufacturing and assembly processes continue to be adversely impacted, our supply chain may be further disrupted, limiting its ability to manufacture and assemble products.
Three and Nine Months Ended September 30, 2024 as Compared to Three and Nine Months Ended September 30, 2023
Revenues
For the three months ended September 30, 2024, revenues were $3,284,984 as compared to $3,483,932 for the three months ended September 30, 2023, a decrease of $198,948, or 6%. The decrease of $198,948 was attributable to a decrease of approximately $685,000 revenues due to decreased sensor sales primarily related to expected seasonality, off set by an increase of approximately $520,000 in revenues of the eBee drone products.
For the nine months ended September 30, 2024, revenues were $10,571,969 as compared to $10,819,213 for the nine months ended September 30, 2023, a decrease of $247,244 or 2.3%. The decline in revenues is mainly attributed to the eBee drone products of $217,083 and $75,868 of our SaaS subscription services related to our HempOverview and Ground Control platforms. Offsetting these decreases was an increase in revenues of $45,707 attributable to the revenues derived from our sensor sales, specifically the RedEdge-P and Altum-PT panchromatic sensor series. Our continued innovation has demonstrated growth in our sales leading to strong demand of our products, specifically for our panchromatic sensor series, and the VISION drone product.
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Cost of Sales and Gross Profit
For the three months ended September 30, 2024, cost of sales was $1,650,717 as compared to $2,269,858 for the three months ended September 30, 2023, a decrease of $619,141 or 27.3%. For the nine months ended September 30, 2024, gross profit was $1,634,267 as compared to $1,214,074 for the three months ended September 30, 2023, an increase of $420,193, or 34.6%. The primary factors contributing to the decrease in our cost of sales and the increase gross profit margin were due to the historical inventory adjustments and new bill of material system implementation.
For the nine months ended September 30, 2024, cost of sales was $5,428,705 as compared to $6,594,973 for the nine months ended September 30, 2023, a decrease of $1,166,268, or 17.7%. For the nine months ended September 30, 2024, gross profit was $5,143,264 or 49% as compared to $4,224,240 or 39% for the nine months ended September 30, 2023, an increase of $919,024, or 21.8% in actual gross margin. The increase in gross profit margin was a result of our drone products along with significant price reduction in the second and third quarter of 2023 to stimulate market demand and bring us in line specifically with competitive products manufactured in China as our products become older while awaiting the new ebee VISION.
Operating Expenses
For the three months ended September 30, 2024, operating expenses were $3,495,427, as compared to $7,204,187 for the three months ended September 30, 2023, a decrease of $3,708,760, or 51.5%.
For the nine months ended September 30, 2024, operating expenses were $11,938,779, as compared to $19,247,300 for the nine months ended September 30, 2023, a decrease of $7,308,521, or 38.0%.
Operating expenses comprise general and administrative, sales and marketing, and research and development.
General and Administrative Expenses
For the three months ended September 30, 2024, general and administrative expenses were $1,889,733 as compared to $3,357,550 for the three months ended September 30, 2023, a decrease of $1,467,817 or 43.7%. The decrease was primarily related to less stock compensation expense related to terminated employees, and the reduced stock price, less intangible amortization during 2024 due to the impairment recorded on December 31, 2023, less shareholders annual meeting cost, offset by legal fees, accounting and consulting expense.
For the nine months ended September 30, 2024, general and administrative expenses were $6,931,496 as compared to $10,435,834 for the nine months ended September 30, 2023, a decrease of $3,504,338, or 33.6%. The decrease was primarily a result of the reduction in employee payroll related costs due to integration of roles, ERP consulting integration costs, reduction in R&D consultants, less stock compensation costs, less intangible amortization during 2024 due to the impairment recorded on December 31, 2023, less shareholders annual meeting costs offset by an increase in legal, accounting, consulting, and recruitment costs during 2024.
Research and Development
For the three months ended September 30, 2024, research and development expenses were $969,402 as compared to $1,368,394 for the three months ended September 30, 2023, a decrease of $398,992, or 29.2%. The decrease was primarily due to the integration of research and development teams that provide development of our new airframe, sensor and software technologies resulting in a reduction in our consultants and internal headcounts.
For the nine months ended September 30, 2024, research and development expenses were $3,181,638, as compared to $4,320,216 for the nine months ended September 30, 2023, a decrease of $1,138,578, or 26.4%. The decrease was primarily due to the integration of research and development teams that provide development of our new airframe, sensor and software technologies resulting in a reduction in our consultants and internal headcounts.
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Sales and Marketing
For the three months ended September 30, 2024, sales and marketing expenses were $636,292 as compared to $978,243 for the three months ended September 30, 2023, a decrease of $341,951, or 35%. The decrease was primarily due to the decrease in travel, integration of sales and marketing teams that lead to a reduction of consulting expenses along with decrease in digital advertising spend as we look to attend in-person trade shows.
For the nine months ended September 30, 2024, sales and marketing expenses were $1,825,645 as compared to $2,911,963 for the nine months ended September 30, 2023, a decrease of $1,086,318, or 37.3%. The decrease was primarily due to the integration of sales and marketing teams, along with a decrease in consulting expenses due to branding and website integration done in prior year along with less trade-shows offset by more in-person demos with our sales and marketing team for the new ebee VISON.
Other Expense, net
For the three months ended September 30, 2024, other expense, net was $1,598,594 as compared to $2,030,015 for the three months ended September 30, 2023, an increase of $431,421.
For the nine months ended September 30, 2024, other expense, net was $5,909,534 as compared to other expense, net of $2,887,150 for the nine months ended September 30, 2023, an increase of $3,022,384. The increase is primarily attributable to the promissory note’s original issue discount of 4% and interest at 8% per annum issued in December 2022 along with the anti-dilution price protections embedded in the convertible note that were triggered during the nine months ended September 30, 2024, we recognized interest expense of $4,098,388 for the incremental fair value of the convertible note conversion feature being reduced from its original conversion price of $0.60 to $0.4038.
Net Loss
For the three months ended September 30, 2024, we incurred a net loss of $3,459,754 as compared to a net loss of $8,020,128 for the three months ended September 30, 2023, a decrease of $4,560,374 or 56.9%., the decrease of the losses are related to the above mentioned reductions of costs related to general and administrative, research and development, and sales and marketing.
For the nine months ended September 30, 2024, the Company incurred a net loss of $12,705,049 as compared to a net loss of $17,910,210 for the nine months ended September 30, 2023, a decrease of $5,205,161, or 29.1%. The overall decrease in net loss was primarily attributable to a decrease in operating costs.
Cash Flows
Nine Months Ended September 30, 2024 as Compared to the Nine Months Ended September 30, 2023
As of September 30, 2024, cash on hand was $265,126, as compared to $819,024 as of December 31, 2023, a decrease of $553,898, or 67.6%.
For the nine months ended September 30, 2024, cash used in operations was $4,056,700 a decrease of $4,772,969 or 54.1%, as compared to cash used of $8,829,669 for the nine months ended September 30, 2023. The decrease in cash used in operating activities was principally driven by the lower operating expenses which included significantly lower inventory purchases and prepayments offset by higher accounts receivables, account payables and accrued expenses.
For the nine months ended September 30, 2024, cash used in investing activities was $96,087, a decrease of $468,029, or 83%, as compared to cash used of $564,116 for the nine months ended September 30, 2023. The decrease is related to the capitalization of the internal software and platform costs incurred during 2023 which did not continue at the same rate in 2024.
For the nine months ended September 30, 2024, cash provided by financing activities was $3,607,482 a decrease of $3,122,866 or 46.4%, as compared to cash provided of $6,730,348 for the nine months ended September 30, 2023. The decrease in cash provided by our financing activities was due to less sales of our Common stock through an at-the-market offering and exercise of warrants in the prior year offset by the sale of Series F Preferred stock.
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Liquidity and Capital Resources
As of September 30, 2024, we had a working capital deficit of $4,541,048. For the nine months ended September 30, 2024, we incurred a loss from operations of $6,795,515, a decrease of $8,227,545, or 54.8%, as compared to $15,023,060 for the nine months ended September 30, 2023. While we have historically been successful in raising capital to meet its working capital needs, the ability to continue raising such capital to enable us to continue our growth is not guaranteed. We will require additional liquidity to continue its operations and meet its financial obligations over the next twelve months, there is substantial doubt about our ability to continue as a going concern. We are evaluating strategies to obtain the required additional funding for future operations and the restructuring of operations to grow revenues and reduce expenses.
Off-Balance Sheet Arrangements
On September 30, 2024, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources. Since our inception, except for standard operating leases, we have not engaged in any off-balance sheet arrangements, including the use of structured finance, special purpose entities or variable interest entities. We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
Inflation
During the nine months ended September 30, 2024, inflation has had a negative impact on the unmanned aerial vehicle systems industry, our customers, and our business globally. Specifically, our ability to access components, parts and labor needed to manufacture its proprietary drones and sensors, and to perform quality testing have been, and continue to be, impacted. If either the Company or any of its third parties in the supply chain for materials used in our manufacturing and assembly processes continue to be adversely impacted, our supply chain may be further disrupted, limiting its ability to manufacture and assemble products. We expect inflation and its effects to continue to have a significant negative impact on our business.
Climate Change
Our opinion is that neither climate change, nor governmental regulations related to climate change, have had, or are expected to have, any material effect on our operations.
New Accounting Pronouncements
In December 2023, FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). The ASU focuses on income tax disclosures around effective tax rates and cash income taxes paid. ASU 2023-09 requires public business entities to disclose, on an annual basis, a rate reconciliation presented in both dollars and percentages. The guidance requires the rate reconciliation to include specific categories and provides further guidance on disaggregation of those categories based on a quantitative threshold equal to 5% or more of the amount determined by multiplying pretax income (loss) from continuing operations by the applicable statutory rate. For entities reconciling to the US statutory rate of 21%, this would generally require disclosing any reconciling items that impact the rate by 1.05% or more. ASU 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024 (generally, calendar year 2025) and effective for all other business entities one year later. Entities should adopt this guidance on a prospective basis, though retrospective application is permitted. The adoption of ASU 2023-09 is expected to have a financial statement disclosure impact only and is not expected to have a material impact on the Company’s consolidated financial statements.
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In November 2023, the FASB issued ASU 2023-07, Segment Reporting – Improvements to Reportable Segment Disclosures. The ASU will now require public entities to disclose its significant segment expenses categories and amounts for each reportable segment. Under the ASU, a significant segment expense is an expense that is:
| ● | significant to the segment, | |
| ● | regularly provided to or easily computed from information regularly provided to the chief operating decision maker and | |
| ● | included in the reported measure of segment profit or loss. |
The ASU is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024 (calendar year public entity will adopt the ASU in its 2024 Form 10-K). The ASU should be adopted retrospectively unless its impracticable to do so. Early adoption of the ASU is permitted, including in an interim period. The adoption of ASU 2023-07 is expected to have a financial statement disclosure impact only and is not expected to have a material impact on the Company’s consolidated financial statements.
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.
| ITEM 4. | CONTROLS AND PROCEDURES |
Evaluation of Disclosure and Control Procedures
The Company’s Chief Executive Officer and the Company’s Chief Financial Officer evaluated the effectiveness of the Company’s disclosure controls and procedures as of September 30, 2024 and concluded that the Company’s disclosure controls and procedures are not effective. The term disclosure controls and procedures means controls and other procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated, recorded, processed, summarized and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure to be reported within the time periods specified in the SEC’s rules and forms.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(t) and 15d-15(f) under the Exchange Act, during the nine months ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Material Weaknesses over Financial Reporting
During the preparation of our interim condensed consolidated financial statements for the period ended September 30, 2024, management identified a material weakness in our internal controls related to the computation of net loss attributable to common stockholders resulted in an understatement of Earnings Per Share (“EPS). In addition to the EPS computation error, accrued dividends and deemed dividends were included as a component of other comprehensive loss instead of being included in net loss attributable to common stockholders.
During the preparation of our interim condensed consolidated financial statements for the period ended March 31, 2024, we identified a material weakness in our internal controls related to the accounting for a complex debt transaction. Specifically, the controls related to accounting for the modification of the convertible debt agreement. The Company has engaged an external consultant with technical accounting expertise to help with the technical documentation and accounting of significant and unusual transactions.
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| PART II. | OTHER INFORMATION |
| ITEM 1. | LEGAL PROCEEDINGS |
None.
| ITEM 1A. | RISK FACTORS |
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, and are not required to provide the information under this item.
| ITEM 2. | RECENT SALES OF UNREGISTERED EQUITY SECURITIES AND USE OF PROCEEDS |
None.
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES |
None.
| ITEM 4. | MINE SAFETY DISCLOSURES |
Not applicable.
| ITEM 5. | OTHER INFORMATION |
None.
| ITEM 6. | EXHIBITS |
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| AGEAGLE AERIAL SYSTEMS INC. | |||
| Dated: | November 19, 2024 | By: | /s/ William Irby |
| William Irby | |||
| Chief Executive Officer and Director of the Company | |||
| Dated: | November 19, 2024 | By: | /s/ Adrienne Anderson |
| Adrienne Anderson | |||
| Interim Chief Financial Officer | |||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signatures | Title | Date | ||
| /s/ William Irby | Chief Executive Officer and Director of the Company | November 19, 2024 | ||
| William Irby | (Principal Executive Officer) | |||
| /s/ Adrienne Anderson | Interim Chief Financial Officer | November 19, 2024 | ||
| Adrienne Anderson | (Interim Principal Financial and Accounting Officer) |
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