Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 16, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-36492 | |
Entity Registrant Name | AGEAGLE AERIAL SYSTEMS INC. | |
Entity Central Index Key | 0000008504 | |
Entity Tax Identification Number | 88-0422242 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 8863 E. 34th Street North | |
Entity Address, City or Town | Wichita | |
Entity Address, State or Province | KS | |
Entity Address, Postal Zip Code | 67226 | |
City Area Code | (620) | |
Local Phone Number | 325-6363 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | UAVS | |
Security Exchange Name | NYSEAMER | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 81,593,546 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash | $ 9,186,639 | $ 14,590,566 |
Accounts receivable, net | 3,104,892 | 2,888,879 |
Inventories, net | 5,308,938 | 4,038,508 |
Prepaid and other current assets | 1,432,627 | 1,292,570 |
Notes receivable | 185,000 | 185,000 |
Total current assets | 19,218,096 | 22,995,523 |
Property and equipment, net | 912,242 | 952,128 |
Right of use asset | 1,731,621 | 2,019,745 |
Intangible assets, net | 13,291,945 | 13,565,494 |
Goodwill | 64,867,282 | 64,867,282 |
Other assets | 280,941 | 282,869 |
Total assets | 100,302,127 | 104,683,041 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Accounts payable | 1,923,535 | 2,526,829 |
Accrued expenses | 1,773,606 | 1,901,641 |
Contract liabilities | 1,797,863 | 971,140 |
Current portion of liabilities related to acquisition agreements | 9,000,000 | 10,061,501 |
Current portion of lease liabilities | 1,176,311 | 1,235,977 |
Current portion of COVID loans | 445,778 | 451,889 |
Total current liabilities | 16,117,093 | 17,148,977 |
Long term portion of liabilities related to acquisition agreements | 4,000,000 | 8,875,000 |
Long term portion of lease liabilities | 693,138 | 942,404 |
Long term portion of COVID loans | 802,683 | 808,021 |
Defined benefit plan obligation | 320,728 | 331,726 |
Total liabilities | 21,933,642 | 28,106,128 |
STOCKHOLDERS’ EQUITY: | ||
Preferred Stock, $0.001 par value, 25,000,000 shares authorized, no shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | ||
Common Stock, $0.001 par value, 250,000,000 shares authorized, 81,568,546 and 75,314,988 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 81,568 | 75,315 |
Additional paid-in capital | 136,988,255 | 127,626,536 |
Accumulated deficit | (58,650,916) | (51,054,344) |
Accumulated other comprehensive loss | (50,422) | (70,594) |
Total stockholders’ equity | 78,368,485 | 76,576,913 |
Total liabilities and stockholders’ equity | $ 100,302,127 | $ 104,683,041 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |
Preferred Stock, Shares Authorized | 25,000,000 | |
Preferred Stock, Shares Outstanding | 0 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 81,568,546 | 75,314,988 |
Common stock, shares outstanding | 81,568,546 | 75,314,988 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues | $ 3,841,978 | $ 1,701,592 |
Cost of sales | 2,477,086 | 621,904 |
Gross Profit | 1,364,892 | 1,079,688 |
Operating Expenses: | ||
General and administrative | 5,481,380 | 3,509,979 |
Research and development | 2,184,924 | 232,804 |
Sales and marketing | 1,180,529 | 297,705 |
Total Operating Expenses | 8,846,833 | 4,040,488 |
Loss from Operations | (7,481,941) | (2,960,800) |
Other (Expense) Income, Net: | ||
Interest (expense) income, net | (16,332) | 2,851 |
Other (expense) income, net | (98,299) | 27,419 |
Total Other (Expense) Income, Net | (114,631) | 30,270 |
Loss Before Income Taxes | (7,596,572) | (2,930,530) |
Provision for income taxes | ||
Net Loss | (7,596,572) | (2,930,530) |
Comprehensive (Income) Loss: | ||
Cumulative translation adjustment | (20,172) | |
Total comprehensive loss, net of tax | $ (7,576,400) | $ (2,930,530) |
Net Loss Per Common Share – Basic and Diluted | $ (0.10) | $ (0.05) |
Weighted Average Number of Common Shares Outstanding During the Period – Basic and Diluted | 77,923,660 | 61,294,205 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Balance as of December 31, 2020 at Dec. 31, 2020 | $ 58,636 | $ 47,241,757 | $ (20,945,664) | $ 26,354,729 | |
Beginning balance, shares at Dec. 31, 2020 | 58,636,365 | ||||
Sale of Common Stock, net of issuance costs | $ 1,057 | 6,312,886 | 6,313,943 | ||
Sale of Common Stock, net of issuance costs, Shares | 1,057,214 | ||||
Sale of Common Stock from exercise of warrants | $ 2,517 | 8,302,851 | 8,305,368 | ||
Sale of Common Stock from exercise of warrants, Shares | 2,516,778 | ||||
Exercise of options | $ 276 | 41,104 | 41,380 | ||
Exercise of options, Shares | 275,458 | ||||
Stock-based compensation expense | $ 15 | 445,854 | 445,869 | ||
Stock-based compensation expense, Shares | 15,000 | ||||
Net loss | (2,930,530) | (2,930,530) | |||
Ending balance, value at Mar. 31, 2021 | $ 62,501 | 62,344,452 | (23,876,194) | 38,530,759 | |
Ending balance, shares at Mar. 31, 2021 | 62,500,815 | ||||
Balance as of December 31, 2020 at Dec. 31, 2021 | $ 75,315 | 127,626,536 | (70,594) | (51,054,344) | 76,576,913 |
Beginning balance, shares at Dec. 31, 2021 | 75,314,988 | ||||
Sale of Common Stock, net of issuance costs | $ 4,251 | 4,579,090 | 4,583,341 | ||
Sale of Common Stock, net of issuance costs, Shares | 4,251,151 | ||||
Issuance of Common Stock for SenseFly Acquisition | $ 1,927 | 2,998,073 | 3,000,000 | ||
Issuance of Common Stock for SenseFly Acquisition, Shares | 1,927,407 | ||||
Exercise of stock options | $ 75 | 30,675 | 30,750 | ||
Exercise of stock options, Shares | 75,000 | ||||
Stock-based compensation expense | 1,753,881 | 1,753,881 | |||
Currency translation adjustment | 20,172 | 20,172 | |||
Net loss | (7,596,572) | (7,596,572) | |||
Ending balance, value at Mar. 31, 2022 | $ 81,568 | $ 136,988,255 | $ (50,422) | $ (58,650,916) | $ 78,368,485 |
Ending balance, shares at Mar. 31, 2022 | 81,568,546 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (7,596,572) | $ (2,930,530) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 1,753,881 | 445,869 |
Depreciation and amortization | 875,990 | 135,105 |
Defined benefit plan obligation and other | (7,992) | |
Changes in assets and liabilities: | ||
Accounts receivable, net | (232,756) | (133,458) |
Inventories, net | (1,287,229) | (69,866) |
Prepaid expenses and other assets | (144,118) | (76,896) |
Accounts payable | (594,938) | 71,327 |
Accrued expenses and other liabilities | (105,019) | 1,407,079 |
Contract liabilities | 828,410 | 22,779 |
Net cash used in operating activities | (6,510,343) | (1,128,591) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (74,951) | (82,990) |
Acquisition of senseFly, net of cash acquired | (489,989) | |
Acquisition of MicaSense, net of cash acquired | (2,446,512) | (12,990,121) |
Capitalization of platform development costs | (319,799) | (205,780) |
Capitalization of internal use software costs | (171,907) | |
Net cash used in investing activities | (3,503,158) | (13,278,891) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Sales of Common Stock, net of issuance costs | 4,583,341 | 6,313,943 |
Sale of Common Stock from exercise of warrants | 8,305,368 | |
Exercise of stock options | 30,750 | 41,380 |
Net cash provided by financing activities | 4,614,091 | 14,660,691 |
Effects of foreign exchange rates on cash flows | (4,517) | |
Net (decrease) increase in cash | (5,403,927) | 253,209 |
Cash at beginning of period | 14,590,566 | 23,940,333 |
Cash at end of period | 9,186,639 | 24,193,542 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest cash paid | ||
Income taxes paid | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Acquisition liability related to the MicaSense Acquisition | 6,578,775 | |
Stock consideration for the MicaSense Acquisition | 3,000,000 | |
Stock consideration for the senseFly Acquisition | $ 3,000,000 |
Description of the Business and
Description of the Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Description of the Business and Basis of Presentation | Note 1 – Description of the Business and Basis of Presentation Description of Business – During the year ended December 31, 2021, the Company acquired a 100% of the outstanding stock of MicaSense, Measure and senseFly, respectively. These three business acquisitions are collectively referred to as the “2021 Business Acquisitions”. Basis of Presentation Liquidity – 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. Risks and Uncertainties Correction of Prior Period Information Accounting Changes and Error Corrections |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies 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 fiscal year ended December 31, 2021. 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. Use of Estimates Fair Value Measurements and Disclosures Fair Value Measurement 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, notes receivable and accounts payable, and which are not reported at fair value, the carrying amounts approximate fair value due to their short-term nature. The outstanding loan owed under the Paycheck Protection Program Loan (“PPP Loan”) is carried at face value, which approximates fair value. As of March 31, 2022 and December 31, 2021, 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. Inventorie – Revenue Recognition and Concentration Revenue from Contracts with Customers The Company generally recognizes revenue on sales to customers, dealers, and distributors upon satisfaction of performance obligations which generally 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 statements of operations and comprehensive loss, net of any sales, 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. 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 are completed. The Company’s software subscriptions to its platforms, HempOverview Ground Control As of March 31, 2022 and December 31, 2021, no one customer comprised more than 10% of the Company’s accounts receivable, net. For the three months ended March 31, 2022, no one customer comprised more than 10 93.7 Capitalized Software Development Costs Software — Costs of Software to be Sold, Leased or Marketed 1,244,492 995,880 Internal-use Software Costs Internal-Use Software 450,171 278,264 Foreign Currency 98,299 0 Shipping Costs – 59,458 19,897 Advertising Costs 60,626 26,650 Vendor Concentrations Loss Per Common Share and Potentially Dilutive Securities – 0.0001 740,748 2,558,497 821,405 2,541,667 Segment Reporting New Accounting Pronouncements Other recent accounting pronouncements issued by FASB did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
Balance Sheets
Balance Sheets | 3 Months Ended |
Mar. 31, 2022 | |
Balance Sheets | |
Balance Sheets | Note 3 – Balance Sheets Accounts Receivable, net As of March 31, 2022 and December 31, 2021, accounts receivable, net consist of the following: Schedule of accounts receivable, net March 31, 2022 December 31, 2021 Accounts receivable $ 3,128,877 $ 2,918,435 Less: Provisions for doubtful accounts (23,985 ) (29,556 ) Accounts receivable, net $ 3,104,892 $ 2,888,879 Inventories, Net As of March 31, 2022 and December 31, 2021, inventories, net consist of the following: Schedule Of Inventories March 31, 2022 December 31, 2021 Raw materials $ 3,810,031 $ 2,862,293 Work-in process 805,861 647,829 Finished goods 1,104,640 833,785 Gross inventories 5,720,532 4,343,907 Less: Provision for obsolescence (411,594 ) (305,399 ) Inventories, net $ 5,308,938 $ 4,038,508 Property and Equipment, Net As of March 31, 2022 and December 31, 2021, property and equipment, net consist of the following: Schedule Of Property and Equipment Estimated Useful Life March 31, December 31, Type (Years) 2022 2021 Leasehold improvements 3 $ 81,993 $ 81,993 Equipment and vehicles 5 132,831 132,831 Computer and office equipment 3 5 583,534 559,110 Furniture 5 80,254 77,971 Drone equipment 3 95,393 95,393 Production fixtures 5 169,635 163,580 Tooling 4 159,105 121,368 1,302,745 1,232,246 Less: Accumulated Depreciation (390,503 ) (280,118 ) Total Property and Equipment, net $ 912,242 $ 952,128 For the three months ended March 31, 2022 and 2021, depreciation expense is classified within the condensed consolidated statements of operations and comprehensive loss as follows: Schedule of statements of operations and comprehensive loss For the Three Months Ended March 31, 2022 2021 Cost of Sales $ 64,843 $ — General and Administrative 45,892 23,149 Total Depreciation Expense $ 110,735 $ 23,149 Intangible Assets, net As of March 31, 2022 and December 31, 2021, intangible assets, net, other than goodwill, consist of following: Schedule of intangible assets, net Name Estimated Life (Years) Balance as of December 31, 2021 Additions Amortization Balance as of March 31, 2022 Intellectual property/technology 5 $ 5,427,294 $ — $ (223,912 ) $ 5,203,382 Customer base 5 4,047,319 — (288,016 ) 3,759,303 Tradenames and trademarks 5 1,985,236 — (54,896 ) 1,930,340 Non-compete agreement 4 831,501 — (127,244 ) 704,257 Platform development costs 3 995,880 319,799 (71,187 ) 1,244,492 Internal use software costs 3 278,264 171,907 — 450,171 Total Intangibles Assets, Net $ 13,565,494 $ 491,706 $ (765,255 ) $ 13,291,945 As of March 31, 2022, the weighted average remaining amortization period in years is 5.31 mortization expense was $ 765,255 111,956 For the following years ending, the future amortization expenses consist of the following: Schedule of future amortization expenses For the Years Ending December 31, (rest of year) 2023 2024 2025 2026 Thereafter Total Intellectual property/ $ 671,736 $ 866,755 $ 808,968 $ 808,968 $ 808,968 $ 1,237,987 $ 5,203,382 Customer base 864,047 1,147,263 889,364 141,145 141,145 576,339 3,759,303 Tradenames and trademarks 164,688 215,704 207,944 207,944 207,944 926,116 1,930,340 Non-compete agreement 368,324 335,933 — — — — 704,257 Platform development costs 372,626 496,835 322,008 53,023 — — 1,244,492 Internal use software costs 112,543 150,057 150,057 37,514 — — 450,171 Total Intangible Assets, Net $ 2,553,964 $ 3,212,547 $ 2,378,341 $ 1,248,594 $ 1,158,057 $ 2,740,442 $ 13,291,945 Accrued Expenses As of March 31, 2022 and December 31, 2021, accrued expenses consist of the following: Schedule of accrued expenses March 31, 2022 December 31, 2021 Accrued compensation and related liabilities $ 631,099 $ 1,039,979 Provision for warranty expense 283,515 286,115 Accrued professional fees 321,851 267,949 Other 537,141 307,598 Total accrued expenses $ 1,773,606 $ 1,901,641 |
Notes Receivable
Notes Receivable | 3 Months Ended |
Mar. 31, 2022 | |
Notes Receivable | |
Notes Receivable | Note 4 – Notes Receivable Valqari On October 14, 2020, in connection with, and as an incentive to the entry into a two-year exclusive manufacturing agreement (the “Manufacturing Agreement”) to produce a patented Drone Delivery Station for Valqari, LLC (“Valqari), the Company entered into, as payee, a Convertible Promissory Note pursuant to which the Company made a loan to Valqari in the principal aggregate amount of $500,000 (the “Note”). The Note accrues interest at a rate of three percent per annum. The Note matured on April 15, 2021 (the “Maturity Date”), at which time all outstanding principal and interest that had accrued, but remained, unpaid was due. On the Maturity Date, AgEagle demanded payment of the Note, including accrued interest, however, Valqari alleged that the Maturity Date was extended to October 14, 2021 (“Extended Maturity Date”) as the Note provided for an automatic six-month extension of the Maturity Date under certain circumstances within the terms and conditions of the Note. Upon the Extended Maturity Date, AgEagle demanded payment of the Note, including accrued interest; however, Valqari sought a substantial discount on the amount due under the Note to compensate for alleged breaches by AgEagle under the Manufacturing Agreement. AgEagle disputes the allegations of breach and believes that it is owed a net amount by Valqari under the Manufacturing Agreement, in addition to the amount due under the Note. On November 24, 2021, Valqari made a payment of principal on the Note of $315,000. The parties continue to negotiate in an attempt to reach an amicable resolution of their disputes; however, AgEagle reserves the right to take legal action to collect the Note in the event that a settlement is not reached. MicaSense On November 16, 2020, and in connection with its January 27, 2021 acquisition of 100% of the capital stock of MicaSense (“MicaSense Acquisition), AgEagle, as payee, executed a promissory note with Parrot Drones S.A.S. in the principal amount of $100,000. The principal amount owed by Parrot Drones S.A.S. was offset and reduced by all amounts paid or due in connection with the purchase price upon closing of the MicaSense Acquisition. senseFly On August 25, 2021, and in connection with its acquisition of 100% of the capital stock of senseFly (the senseFly Acquisition”) from Parrot Drones S.A.S., AgEagle Aerial, as payee, executed a promissory note in the principal amount of $200,000. The principal amount owed by Parrot Drones S.A.S. was off-set and reduced by all amounts paid or due in connection with the purchase price upon closing of the senseFly Acquisition. |
Business Acquisitions
Business Acquisitions | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Acquisitions | Note 5 – Business Acquisitions During the year ended December 31, 2021, the Company acquired 100% of the capital stock of MicaSense, Measure and senseFly, respectively. The financial results of each of these acquisitions are included in the condensed consolidated financial statements beginning on the respective acquisition dates. For the three months ended March 31, 2022 and 2021, transaction costs related to business combinations totaled $ 0 147,764 MicaSense On January 27, 2021 (the “MicaSense Acquisition Date”), the Company entered into a stock purchase agreement (the “MicaSense Purchase Agreement”) with Parrot Drones S.A.S. and Justin B. McAllister (collectively the “MicaSense Sellers”) pursuant to which the Company agreed to acquire 100% of the issued and outstanding capital stock of MicaSense from the MicaSense Sellers (the “MicaSense Acquisition”). The aggregate purchase price for the shares of MicaSense was $23,000,000, less any debt, and subject to a customary working capital adjustment. A portion of the consideration comprises shares of Common stock of the Company, having an aggregate value of $3,000,000 based on a volume weighted average trading price of the Common stock over a ten consecutive trading day period prior to the date of issuance of the shares of Common stock to the MicaSense Sellers. On April 27, 2021 the Company issued 540,541 restricted shares of its Common Stock. The consideration is also subject to a remaining holdback amount of $2,375,000 as of March 31, 2022 to cover any post-closing indemnification claims and to satisfy any purchase price adjustments The holdback is scheduled to be released in two equal installments, less any amounts paid or reserved for outstanding indemnity claims, on March 31, 2022 and March 31, 2023 in accordance with the terms of the MicaSense Purchase Agreement. On May 10, 2021, the Company filed a Form S-3 Registration Statement (the “MicaSense Registration Statement”) with the Securities and Exchange Commission (“SEC”), covering the resale of the Shares. The MicaSense Registration Statement was declared effective on June 1, 2021 (File Number: 333-255940). In addition, the Company shall use its best efforts to keep the MicaSense Registration Statement effective and in compliance with the provisions of the Securities Act (including by preparing and filing with the SEC such amendments, including post-effective amendments, and supplements to the MicaSense Registration Statement and the prospectus used in connection therewith as may be necessary) until all Shares and other securities covered by the MicaSense Registration Statement have been disposed. The MicaSense Sellers reimbursed the Company for reasonable legal fees and expenses incurred by the Company in connection with such registration. The MicaSense Purchase Agreement contains certain customary representations, warranties, and covenants, including representations and warranties by the MicaSense Sellers with respect to MicaSense’s business, operations and financial condition. The MicaSense Purchase Agreement also includes post-closing covenants relating to the confidentiality and employee non-solicitation obligations of the MicaSense Sellers, and the agreement of the MicaSense Sellers not to compete with certain aspects of the business of MicaSense following the closing of the transaction. The completion of the transactions contemplated by the MicaSense Purchase Agreement is subject to customary closing conditions, including, among others: (i) the absence of a material adverse effect on MicaSense, (ii) the delivery by the parties of certain ancillary documents, including the registration Rights Agreement, and (iii) the execution by a key employee of MicaSense of an employment agreement. Subject to certain limitations, each of the parties will be indemnified for damages resulting from third party claims and breaches of the parties’ respective representations, warranties, and covenants in the MicaSense Purchase Agreement. The Company performed a valuation analysis of the fair market value of the assets acquired and liabilities assumed. Using the total consideration for the MicaSense Acquisition, the Company determined the allocations to such assets and liabilities. The final purchase price allocation, and the necessary detailed valuations and calculations have been finalized. The following table summarizes the allocation of the purchase price as of the MicaSense Acquisition Date: Schedule of allocation preliminary purchase price Net purchase price, including debt paid at close $ 23,375,681 Plus: fair value of liabilities assumed: Current liabilities 702,925 Fair value of liabilities assumed $ 702,925 Less: fair value of assets acquired: Cash $ 885,273 Other tangible assets 2,050,939 Identifiable intangible assets 3,061,803 Fair value of assets acquired $ 5,112,742 Net nonoperating assets 25,000 Adjustments for seller transaction expenses related to purchase price allocation 32,032 Goodwill $ 18,972,896 Measure On April 19, 2021 (the “Measure Acquisition Date”), the Company entered into a stock purchase agreement (the “Measure Purchase Agreement”) with Brandon Torres Declet (“Mr. Torres Declet”), in his capacity as Measure Sellers’ representative, and the sellers named in the Measure Purchase Agreement (the “Measure Sellers”) pursuant to which the Company agreed to acquire 100% of the issued and outstanding capital stock of Measure from the Measure Sellers (the “Measure Acquisition”). The aggregate purchase price for the shares of Measure is $45,000,000, less the amount of Measure’s debt and transaction expenses, and subject to a customary working capital adjustment. The purchase price comprised $15,000,000 in cash, and shares of Common stock of the Company, having an aggregate value of $30,000,000 based on a volume weighted average trading price of the Common stock over a seven consecutive trading day period prior to the date of issuance of the shares of Common stock to the Measure Sellers. The Company issued 5,319,145 shares of Common Stock, in the aggregate, to the Measure Sellers, and paid $5,000,000 of the cash portion of the purchase price ninety days after the closing date of the transaction. As of December 31, 2021, the Company completed the payment of the cash portion of the purchase price. The consideration is also subject to a $5,625,000 holdback to cover any post-closing indemnification claims and to satisfy any purchase price adjustments. The holdback is scheduled to be released on the date that is eighteen months from the closing date, less any amounts paid or reserved for outstanding indemnity claims and certain amounts subject to employee retention conditions set forth in the Measure Purchase Agreement. (See Note 11) The Measure Purchase Agreement contains certain customary representations, warranties, and covenants, including representations and warranties by the Measure Sellers with respect to Measure’s business, operations and financial condition. The Measure Purchase Agreement also includes post-closing covenants relating to the confidentiality and employee non-solicitation obligations of the Measure Sellers, and the agreement of the Measure Sellers not to compete with certain aspects of the business of Measure following the closing of the transaction. The completion of the transactions contemplated by the Purchase Agreement is subject to: (i) the absence of a material adverse effect on Measure, (ii) the delivery by the parties of certain ancillary documents, and (iii) the execution by key employees of Measure of employment offer letters. Subject to certain limitations, each of the parties will be indemnified for damages resulting from third party claims and breaches of the parties’ respective representations, warranties, and covenants in the Purchase Agreement. The Shares issuable to the Measure Sellers pursuant to the Measure Purchase Agreement were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), to a limited number of persons who are “accredited investors” or “sophisticated persons” as those terms are defined in Rule 501 of Regulation D promulgated by the SEC, without the use of any general solicitation or advertising to market or otherwise offer the securities for sale. None of the Shares have been registered under the Securities Act, or applicable state securities laws, and none may be offered or sold in the United States absent registration under the Securities Act or an exemption from such registration requirements. The Company performed a preliminary valuation analysis of the fair market value of the assets to be acquired and liabilities to be assumed. Using the total consideration for the Acquisition, the Company estimated the allocations to such assets and liabilities. The final purchase price allocation and the detailed valuations and necessary have been completed. The following table summarizes the allocation of the purchase price as of the Measure Acquisition Date: Schedule of allocation preliminary purchase price Net purchase price, including debt paid at close $ 45,403,394 Plus: fair value of liabilities assumed: Deferred revenue 319,422 Other tangible liabilities 272,927 Fair value of liabilities assumed $ 592,349 Less: fair value of assets acquired: Cash 486,544 Other tangible assets 312,005 Identifiable intangibles 2,668,689 Fair value of assets acquired $ 3,467,238 Net nonoperating assets 39,775 Goodwill $ 42,488,730 senseFly On October 18, 2021 (the “senseFly Acquisition Date”), the Company entered into a stock purchase agreement (the “senseFly S.A. Purchase Agreement”) with Parrot Drones S.A.S. pursuant to which the Company acquired 100% of the issued and outstanding capital stock of senseFly S.A. from Parrot Drones S.A.S. The aggregate purchase price for the shares of senseFly S.A. is $21,000,000, less the amount of senseFly S.A.’s debt and subject to a customary working capital adjustment. The consideration is also subject to a $4,565,000 holdback to cover any post-closing indemnification claims and to satisfy any purchase price adjustments. The holdback is scheduled to be released in two equal installments, less any amounts paid or reserved for outstanding indemnity claims, on December 31, 2022 and December 31, 2023 in accordance with the terms of the senseFly S.A. Purchase Agreement On October 18, 2021, AgEagle Aerial and the Company entered into a stock purchase agreement (the “senseFly Inc. Purchase Agreement”) with Parrot Inc. pursuant to which AgEagle Aerial agreed to acquire 100% of the issued and outstanding capital stock of senseFly Inc. from Parrot Inc. The aggregate purchase price for the shares of senseFly Inc. is $2,000,000, less the amount of senseFly Inc.’s debt and subject to a customary working capital adjustment. The consideration is also subject to a $435,000 holdback to cover any post-closing indemnification claims and to satisfy any purchase price adjustments. The holdback is scheduled to be released in two equal installments, less any amounts paid or reserved for outstanding indemnity claims, on December 31, 2022 and December 31, 2023 in accordance with the terms of the senseFly Inc. Purchase Agreement. A portion of the consideration under the senseFly S.A. Purchase Agreement comprises shares of Common Stock of the Company, par value $0.001, having an aggregate value of $3,000,000, based on a volume weighted average trading price of the Common Stock over a ten consecutive trading day period prior to the date of issuance of the shares of Common Stock to Parrot Drones S.A.S. The shares of Common Stock are issuable ninety days after the closing date of the transaction. In accordance with the terms of the senseFly S.A. Purchase Agreement, the Company issued 1,927,407 shares of Common Stock to Parrot Drones S.A.S. Pursuant to the terms of the senseFly S.A. Purchase Agreement and a Registration Rights Agreement, dated as of October 19, 2021, the Company filed a Form S-3 Registration Statement (the “senseFly Registration Statement”) with the SEC covering the resale of the Common Stock issued to Parrot Drones S.A.S. The senseFly Registration Statement was declared effective on February 9, 2022. The Company agreed to use its best efforts to keep the senseFly Registration Statement effective and in compliance with the provisions of the Securities Act (including by preparing and filing with the SEC such amendments, including post-effective amendments, and supplements to the senseFly Registration Statement and the prospectus used in connection therewith as may be necessary) until all the shares of Common Stock and other securities issued to Parrot Drones S.A.S. and covered by such Registration Statement have been disposed. Parrot Drones S.A.S. reimbursed the Company $50,000 for reasonable legal fees and expenses incurred by the Company in connection with such registration. Parrot Drones S.A.S. granted to senseFly S.A. a non-exclusive worldwide perpetual license, subject to certain termination rights of the parties, with respect to certain technology used in the fixed-wing drone manufacturing business of senseFly S.A. The Company has performed a preliminary valuation analysis of the fair market value of the assets to be acquired and liabilities to be assumed. Using the total consideration for the Acquisition, the Company has estimated the allocations to such assets and liabilities. The final purchase price allocation will be determined when the Company completes the detailed valuations and necessary calculations. The following table summarizes the allocation of the preliminary purchase price as of the senseFly Acquisition Date: Schedule of allocation preliminary purchase price Net purchase price $ 20,774,526 Plus: fair value of liabilities assumed: Current liabilities 3,913,386 Defined benefit plan obligation 278,823 Debt assumed at close 2,461,721 Fair value of liabilities assumed $ 6,653,930 Less: fair value of assets acquired: Cash 859,044 Other tangible assets 6,327,641 Identifiable intangible assets 7,335,570 Fair value of assets acquired $ 14,522,255 Net nonoperating assets 250,624 Goodwill $ 12,655,577 Liabilities Related to Business Acquisition Agreements As of March 31, 2022 and December 31, 2021, liabilities related to acquisition agreements consist of the following: Schedule of liabilities related to acquisition agreements March 31, 2022 December 31, 2021 Holdback related to MicaSense Acquisition Agreement $ 2,375,000 $ 4,821,512 Holdback related to Measure Acquisition 5,625,000 5,625,000 Holdback related to senseFly Acquisition 5,000,000 8,489,989 Total acquisition agreement related liabilities 13,000,000 18,936,501 Less: Current portion acquisition agreement-related liabilities (9,000,000 ) (10,061,501 ) Long term portion of business acquisition agreement-related liabilities $ 4,000,000 $ 8,875,000 As of March 31, 2022, scheduled future maturities of the Company’s business-acquisition related liabilities consist of the following: Scheduled Of future maturities business-acquisition Year ending December 31, 2022 (rest of year) $ 9,000,000 2023 4,000,000 Total $ 13,000,000 Pro-Forma Information The unaudited pro-forma information for the three months ended March 31, 2021, was calculated after applying the Company’s accounting policies and the impact of acquisition date fair value adjustments. The pro-forma financial information presents the combined results of operations of the 2021 Business Acquisitions, as if they had occurred on January 1, 2021 after giving to certain pro-forma adjustments. The pro-forma adjustments reflected herein include only those adjustments that are factually supportable and directly attributable to the acquisition. For the three months ended March 31, 2021, pro-forma information is as follows: Schedule of pro-forma information Three Months Ended March 31, 2021 Revenues $ 4,538,000 Net loss $ (5,403,000 ) |
COVID Loans
COVID Loans | 3 Months Ended |
Mar. 31, 2022 | |
Covid Loans | |
COVID Loans | Note 6 – COVID Loans On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was enacted, which included amongst its many provisions, the creation of the Paycheck Protection Program (“PPP”). As part of the PPP, qualifying businesses were eligible to receive Small Business Administration (“SBA”) loans for use by such businesses for funding payroll, rent and utilities during a designed twenty-four week period through October 21, 2020 (“PPP Loan”). PPP Loans are unsecured, nonrecourse, accrue interest at a rate of one percent per annum, and mature on May 6, 2022. A portion or all of a PPP Loan is forgivable to the extent that an eligible business meets its obligations under the PPP. Additionally, any amounts owed, including unforgiven amounts under the PPP, are payable over two years, though may be extended up to five years upon approval by the SBA. On May 6, 2020, AgEagle received a PPP Loan in the amount of $107,439. During the quarter ended June 30, 2021, the outstanding principal and accrued interest under the PPP Loan were forgiven by the SBA. In connection with the senseFly Acquisition, 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”). For the three months ended March 31, 2022, no payments of principal and interest were required. As of March 31, 2022 and December 31, 2021, the Company’s outstanding obligations under the senseFly COVID Loans were $ 1,248,461 1,259,910 As of March 31, 2022, scheduled principal payments due under the senseFly COVID Loans are as follows: Schedule of debt disclosure Year ending December 31, 2022 (rest of year) $ 401,164 2023 445,778 2024 89,227 2025 89,227 2026 89,227 Thereafter 133,838 Total $ 1,248,461 |
Equity
Equity | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Equity | Note 7 – Equity Capital Stock Issuances Consulting Agreement On May 3, 2019, the Company entered into a consulting agreement with GreenBlock Capital LLC (“Consultant”) for purposes of advising on certain business opportunities. On October 31, 2019, the consulting agreement was terminated; however, the Consultant continued to be entitled to receive up to 2,500,000 restricted Common Stock after termination of the consulting agreement, if the achievement of milestones that commenced during the term of the consulting agreement were completed within twenty-four months. he Consultant sent a demand letter to the Company alleging a breach of this agreement due to the Company’s non-issuance of additional restricted shares of its Common Stock in connection with the Consultant’s alleged achievement of the milestones. As of December 31, 2020, and as a result of this demand, the Company recorded a contingent loss of $1,500,000, based upon the fair market value of $6.00 per share of its Common Stock, which was recorded within professional fees on the condensed consolidated statements of operations and comprehensive loss. For the three months ended March 31, 2021, the Company recorded additional stock-based compensation expense of $1,407,000, which reflected the issuance of 550,000 additional restricted shares of Common Stock that were subsequently issued on May 12, 2021, which resulted in a liability amount of $2,907,000 for purposes of payment of the settlement. December Purchase Agreement In January 2021, the Company issued 1,057,214 shares of Common stock in connection with a securities purchase agreement (the “December Purchase Agreement”) entered into on December 31, 2020, the gross proceeds associated with this exercise were $6,313,943, net of issuance costs. Securities Purchase Agreement Dated August 4, 2020 / Exercise of Warrants On August 4, 2020, the Company and an Investor entered into a securities purchase agreement (the “August Purchase Agreement”) pursuant to which the Company agreed to sell to the Investor in a registered direct offering 3,355,705 shares of Common Stock and warrants to purchase up to 2,516,778 shares of Common Stock at an exercise price of $3.30 per share (the “August Warrants”), for proceeds of $9,900,000 net of issuance costs of $100,000. Upon exercise of the Warrants in full by the Investor, the Company will receive additional gross proceeds of $8,305,368. The shares of Common Stock underlying the Warrants are referred to as “August Warrant Shares.” The purchase price for each share of Common Stock is $2.98. Net proceeds from the sale were used for working capital, capital expenditures and general corporate purposes. The shares of Common Stock, the August Warrants and the August Warrant Shares were offered by the Company pursuant to an effective shelf registration statement on Form S-3 (File No. 333-239157), which was declared effective on June 19, 2020. On February 8, 2021, the Company received $8,305,368 in additional gross proceeds associated with the exercise of 2,516,778 of the August Warrants. At-the-Market Sales Agreement For the three months ended March 31, 2022, and in accordance with a May 25, 2021 at-the-market Sales Agreement with Stifel, Nicolaus & Company, Incorporated and Raymond James & Associates, Inc. as sales agents, the Company sold 4,251,151 4,583,341 141,754 Stock-based Compensation The Company determines the fair value of awards granted under 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. RSUs For the three months ended March 31, 2022, a summary of RSU activity is as follows: Schedule of restricted stock unit activity Shares Weighted Average Grant Date Fair Value Outstanding as of December 31, 2021 1,147,250 $ 3.78 Granted 340,607 $ 1.26 Canceled (25,500 ) $ 2.94 Released — $ — Outstanding as of March 31, 2022 1,462,357 $ 3.21 Vested as of March 31, 2022 721,609 $ 3.74 Unvested as of March 31, 2022 740,748 $ 2.69 For the three months ended March 31, 2022, the aggregate fair value of RSU awards at the time of vesting was $ 427,890 As of March 31, 2022, the Company had approximately $ 1,340,000 For the three months ended March 31, 2021, a summary of RSU activity is as follows: Shares Weighted Average Grant Date Fair Value Outstanding as of December 31, 2020 100,000 $ 1.34 Granted 15,000 $ 5.84 Canceled — $ — Released — $ — Outstanding as of March 31, 2021 115,000 $ 1.93 Vested as of March 31, 2021 — $ — Unvested as of March 31, 2021 115,000 $ 1.93 For the three months ended March 31, 2021, the aggregate fair value of RSU awards at the time of vesting was $ 221,600 Issuance of RSUs to Officers and Directors On March 1, 2022, the Company issued to an officer of the company 62,500 RSUs, which vested immediately. On January 1, 2022, the Company issued to an officer of the company two grants of 50,000 RSUs each. These two grants vest over nine and twenty-one months, respectively, from the date of grant. For On March 5, 2021, the Company issued to an officer of the company 10,000 RSUs, which vested immediately. Stock Options For the three months ended March 31, 2022, a summary of the options activity is as follows: Schedule of options activity Shares Weighted Average Exercise Price Weighted Average Fair Value Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of December 31, 2021 2,541,667 $ 1.97 $ 1.10 4.14 $ 1,178,340 Granted 125,000 $ 1.19 $ 0.56 4.28 $ — Exercised (75,000 ) $ 0.41 $ 0.30 — $ 58,500 Expired/Forfeited (33,170 ) $ 7.91 $ 4.24 — $ — Outstanding as of March 31, 2022 2,558,497 $ 2.80 $ 1.53 3.81 $ 748,206 Exercisable as of March 31, 2022 1,765,564 $ 2.31 $ 1.27 3.60 $ 748,206 As of March 31, 2022, the Company had approximately $ 1,533,940 Intrinsic value is measured using the fair market value at the date of exercise (for shares exercised) or as of March 31, 2022 (for outstanding options), less the applicable exercise price. For the three months ended March 31, 2022 and 2021, the significant assumptions relating to the valuation of the Company’s stock options granted were as follows: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions March 31, 2022 2021 Dividend yield — % $ — % Expected life (years) 5.83 $ 3.02 Expected volatility 82.72 % 85.41 % Risk-free interest rate 1.45 % $ 0.36 % Issuances of Options to Officers and Directors On March 31, 2022, the Company issued to directors and officers options to purchase 125,000 0.56 70,250 On March 31, 2021, the Company issued to directors and officers options to purchase 130,000 shares of Common Stock at an exercise price of $ 3.37 per share, which vest over a period of two years from the date of grant, and expire on March 30, 2026. The Company determined the fair market value of these unvested options to be $ 389,078 . In connection with the issuance of these options, for the three months ended March 31, 2022 and 2021, the Company recognized $ 48,388 and $ 0 , respectively, in stock-based compensation expense. Prior to January 1, 2021, the Company previously issued to directors and officers options to purchase 2,743,580 shares of Common Stock at exercise prices ranging from $0.04 to $3.18 per share, with vesting periods ranging from immediate vesting to periods of up to three years from the grant dates, and expire on dates between March 30, 2023, and September 29, 2029. In connection with the issuance of these options to employees and directors, for the three months ended March 31, 2022 and 2021, the Company recognized $ 139,907 and $ 208,622 , respectively, in stock-based compensation expense. Cancellations of Options For the three months ended March 31, 2022 and 2021, as a result of employee terminations and options expirations, stock options aggregating 33,170 140,793 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | Note 8 – Leases Operating Leases As of March 31, 2022 and December 31, 2021, consolidated operating lease liabilities of $ 1,869,449 and $ 2,178,381 , are recorded net of accumulated amortization of $ 589,678 and $ 282,668 , respectively. For the three months ended March 31, 2022 and 2021, operating lease expense payments were $ 323,573 24,750 As of March 31, 2022 and December 31, 2021, balance sheet information related to the Company’s operating leases is as follows: Schedule of Future Minimum Rental Payments for Operating Lease Balance Sheet Location March 31, 2022 December 31, 2021 Right of use asset Right of use asset $ 1,731,621 $ 2,019,745 Current portion of operating lease liability Current portion of operating lease liability $ 1,176,311 1,235,977 Long-term portion of operating lease liability Long-term portion of operating lease liability $ 693,138 $ 942,404 As of March 31, 2022, scheduled future maturities of the Company’s lease liabilities are as follows: Schedule of future maturities Year Ending December 31, 2022 (rest of year) $ 994,562 2023 538,356 2024 221,370 2025 227,443 2026 18,954 Total future minimum lease payments, undiscounted 2,000,685 Less: Amount representing interest (131,236 ) Present value of future minimum lease payments $ 1,869,449 Present value of future minimum lease payments – current $ 1,176,311 Present value of future minimum lease payments – long-term $ 693,138 As of March 31, 2022 and December 31, 2021, the weighted average lease-term and discount rate of the Company’s leases are as follows: Schedule of weighted average lease-term and discount rate leases Other Information March 31, 2022 December 31, 2021 Weighted-average remaining lease terms (in years) 2.2 2.3 Weighted-average discount rate 6.0 % 6.0 % For the three months ended March 31, 2022 and 2021, supplemental cash flow information related to leases is as follows: Schedule Of Cash Flow Supplemental Information For the Three Months March 31, Other Information 2022 2021 Cash paid for amounts included in the measurement of liabilities: Operating cash flows for operating leases $ 323,573 $ 24,750 Lease liabilities related to the acquisition of right of use assets: Operating leases $ — $ 925,298 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9 – Commitments and Contingencies Resignation of Mr. Brandon Torres Declet as Chief Executive Officer On January 17, 2022, the Company and Mr. Brandon Torres Declet (“Mr. Torres Declet”) mutually agreed to Mr. Torres Declet’s resignation as Chief Executive Officer and as a director of the Company. In connection with his departure, and in accordance with his employment agreement with the Company, Mr. Torres Declet will receive base salary continuation equal to six months of his then annual salary, reimbursement of COBRA health insurance premiums for a period of six months at the same rate as if Mr. Torres Declet were an active employee of the Company, and a grant of fully-vested RSUs with a fair market value of $ 125,000 Existing Employment and Board Agreements The Company has various employment agreements with certain of its executive officers and directors that serve as Board members, for which it considers normal and in the ordinary course of business. The Company has no other formal employment agreements with our executive officers, nor any compensatory plans or arrangements resulting from the resignation, retirement, or any other termination of 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. Purchase Commitments The Company routinely places orders for manufacturing services and materials. As of March 31, 2022, the Company had purchase commitments of approximately $ 3,267,000 |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Note 10 – Segment Information Non-allocated administrative and other expenses are reflected in Corporate. Corporate assets include cash, prepaid expenses, notes receivable, right of use asset and other assets. As of March 31, 2022 and December 31, 2021, and for the three months ended March 31, 2022 and 2021, respectively, information about the Company’s reportable segments consisted of the following: Goodwill and Assets Schedule of consolidated results from reportable segments Corporate Drones and Custom Manufacturing Sensors SaaS Total As of March 31, 2022 Goodwill $ — $ 12,655,577 $ 18,972,896 $ 33,238,809 $ 64,867,282 Assets $ 9,890,862 $ 26,418,046 $ 26,570,224 $ 37,422,995 $ 100,302,127 As of December 31, 2021 Goodwill $ — $ 12,655,577 $ 18,972,896 $ 33,238,809 $ 64,867,282 Assets $ 14,516,466 $ 27,073,211 $ 25,548,066 $ 37,545,298 $ 104,683,041 Net (Loss) Income Corporate Drones and Custom Manufacturing Sensors SaaS Total Three Months Ended March 31, 2022 Revenues $ — $ 2,738,982 $ 933,018 $ 169,978 $ 3,841,978 Cost of sales — 1,569,766 646,512 260,808 2,477,086 Loss from operations (3,238,946 ) (2,624,107 ) (783,137 ) (835,751 ) (7,481,941 ) Other income (expense), net 1,388 (113,238 ) — (2,781 ) (114,631 ) Net loss $ (3,237,558 ) $ (2,737,345 ) $ (783,137 ) $ (838,532 ) $ (7,596,572 ) Three Months Ended March 31, 2021 Revenues $ — $ — $ 1,677,349 $ 24,243 $ 1,701,592 Cost of sales — — 612,029 9,875 621,904 (Loss) Income from operations (3,196,638 ) — 221,470 14,368 (2,960,800 ) Other income, net 30,270 — — — 30,270 Net (loss) income $ (3,166,368 ) $ — $ 221,470 $ 14,368 $ (2,930,530 ) Revenues by Geographic Area Schedule of geographical revenues Three Months Ended March 31, 2022 Drones and Custom Manufacturing Sensors SaaS Total North America $ 1,235,572 $ 359,888 $ 169,978 $ 1,765,438 Europe, Middle East and Africa 1,213,191 354,379 — 1,567,570 Asia Pacific 290,219 167,742 — 457,961 Other — 51,009 — 51,009 $ 2,738,982 $ 933,018 $ 169,978 $ 3,841,978 Three months Ended March 31, 2021 Drones and Custom Manufacturing Sensors SaaS Total North America $ — $ 1,677,349 $ 24,243 $ 1,701,592 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 – Subsequent Events Appointment of Chief Commercial Officer On April 11, 2022, Michael O’Sullivan (“Mr. O’Sullivan”) was appointed as the Company’s Chief Commercial Officer, Mr. O’Sullivan will receive an annual base salary of 250,000 CHF per year, subject to annual performance reviews and revisions by and at the sole discretion of the Compensation Committee. In accordance with the 2022 Executive Compensation Plan and as approved by the Compensation Committee, Mr. O’Sullivan will be eligible to receive an annual cash bonus of up to 30% of his then-current base salary and RSUs with a fair value of up to 150,000 CHF, based upon achievement of the performance milestones established in the 2022 Executive Compensation Plan. Furthermore, Mr. O’Sullivan is entitled to a service-based bonus, comprised of a cash bonus of 87,500 CHF and RSUs with a fair value of 87,500 CHF. Upon execution of his employment agreement with the Company, Mr. O’Sullivan was immediately granted RSUs with a fair value of 43,750 CHF, as part of his service-based bonus. The remaining RSUs with a fair value of 43,750 CHF and the cash payment of 87,500 CHF will vest in October 2022. In addition, Mr. O’Sullivan is entitled to receive a quarterly grant of 25,000 stock options at the fair market value of the Company’s Common Stock on the grant date, vesting over two years, and exercisable for a period of five years. Mr. O’Sullivan is provided with severance benefits in the event of termination without cause or for good reason, as defined in his employment offer letter. Upon execution of a severance agreement entered into between Mr. O’Sullivan and the Company, Mr. O’Sullivan will be entitled to the following benefits: (i) three months of base salary, paid in the form of salary continuation, in accordance with the terms of a Separation Agreement to be entered into at the time of termination; (ii) a grant of fully-vested RSUs with a fair market value of 150,000 CHF on the date of termination of employment, pursuant to the terms of the separation agreement. The severance benefits are conditioned upon (i) continued compliance in all material respects with Mr. O’Sullivan’s continuing obligations to the Company, including, without limitation, the terms of the amended employment offer letter and of the confidentiality agreement that survive termination of employment with the Company, and (ii) signing (without revoking if such right is provided under applicable law) a separation agreement and general release in a form provided to the executive officer by the Company on or about the date of termination of employment. Measure Purchase Agreement – Delivery of Notice of Indemnification On April 19, 2022, in accordance with the terms of the Measure Purchase Agreement, the Company delivered a notice of indemnification to the representative of the Measure Sellers seeking the right to set off certain operating losses from the holdback amount. The Company is claiming that the operating losses incurred by Measure from the Measure Acquisition date through April 19, 2022, resulted from breaches of certain representations and warranties made by the Measure Sellers. The Company is claiming that it has sustained operating losses in excess of $13 million as a result of the Measure Sellers’ breaches and has claimed the entire holdback amount to be applied against these operating losses. The Company has commenced settlement negotiations with the Measure Sellers. The Company intends to vigorously pursue what it believes are meritorious claims and defend its rights under the Measure Purchase Agreement, but Company management is unable to provide assurance as to the ultimate outcome of these claims. (See Note 5) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates |
Fair Value Measurements and Disclosures | Fair Value Measurements and Disclosures Fair Value Measurement 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, notes receivable and accounts payable, and which are not reported at fair value, the carrying amounts approximate fair value due to their short-term nature. The outstanding loan owed under the Paycheck Protection Program Loan (“PPP Loan”) is carried at face value, which approximates fair value. As of March 31, 2022 and December 31, 2021, 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. |
Inventorie | Inventorie – |
Revenue Recognition and Concentration | Revenue Recognition and Concentration Revenue from Contracts with Customers The Company generally recognizes revenue on sales to customers, dealers, and distributors upon satisfaction of performance obligations which generally 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 statements of operations and comprehensive loss, net of any sales, 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. 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 are completed. The Company’s software subscriptions to its platforms, HempOverview Ground Control As of March 31, 2022 and December 31, 2021, no one customer comprised more than 10% of the Company’s accounts receivable, net. For the three months ended March 31, 2022, no one customer comprised more than 10 93.7 |
Capitalized Software Development Costs | Capitalized Software Development Costs Software — Costs of Software to be Sold, Leased or Marketed 1,244,492 995,880 |
Internal-use Software Costs | Internal-use Software Costs Internal-Use Software 450,171 278,264 |
Foreign Currency | Foreign Currency 98,299 0 |
Shipping Costs | Shipping Costs – 59,458 19,897 |
Advertising Costs | Advertising Costs 60,626 26,650 |
Vendor Concentrations | Vendor Concentrations |
Loss Per Common Share and Potentially Dilutive Securities | Loss Per Common Share and Potentially Dilutive Securities – 0.0001 740,748 2,558,497 821,405 2,541,667 |
Segment Reporting | Segment Reporting |
New Accounting Pronouncements | New Accounting Pronouncements Other recent accounting pronouncements issued by FASB did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
Balance Sheets (Tables)
Balance Sheets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Balance Sheets | |
Schedule of accounts receivable, net | Schedule of accounts receivable, net March 31, 2022 December 31, 2021 Accounts receivable $ 3,128,877 $ 2,918,435 Less: Provisions for doubtful accounts (23,985 ) (29,556 ) Accounts receivable, net $ 3,104,892 $ 2,888,879 |
Schedule Of Inventories | Schedule Of Inventories March 31, 2022 December 31, 2021 Raw materials $ 3,810,031 $ 2,862,293 Work-in process 805,861 647,829 Finished goods 1,104,640 833,785 Gross inventories 5,720,532 4,343,907 Less: Provision for obsolescence (411,594 ) (305,399 ) Inventories, net $ 5,308,938 $ 4,038,508 |
Schedule Of Property and Equipment | Schedule Of Property and Equipment Estimated Useful Life March 31, December 31, Type (Years) 2022 2021 Leasehold improvements 3 $ 81,993 $ 81,993 Equipment and vehicles 5 132,831 132,831 Computer and office equipment 3 5 583,534 559,110 Furniture 5 80,254 77,971 Drone equipment 3 95,393 95,393 Production fixtures 5 169,635 163,580 Tooling 4 159,105 121,368 1,302,745 1,232,246 Less: Accumulated Depreciation (390,503 ) (280,118 ) Total Property and Equipment, net $ 912,242 $ 952,128 |
Schedule of statements of operations and comprehensive loss | Schedule of statements of operations and comprehensive loss For the Three Months Ended March 31, 2022 2021 Cost of Sales $ 64,843 $ — General and Administrative 45,892 23,149 Total Depreciation Expense $ 110,735 $ 23,149 |
Schedule of intangible assets, net | Schedule of intangible assets, net Name Estimated Life (Years) Balance as of December 31, 2021 Additions Amortization Balance as of March 31, 2022 Intellectual property/technology 5 $ 5,427,294 $ — $ (223,912 ) $ 5,203,382 Customer base 5 4,047,319 — (288,016 ) 3,759,303 Tradenames and trademarks 5 1,985,236 — (54,896 ) 1,930,340 Non-compete agreement 4 831,501 — (127,244 ) 704,257 Platform development costs 3 995,880 319,799 (71,187 ) 1,244,492 Internal use software costs 3 278,264 171,907 — 450,171 Total Intangibles Assets, Net $ 13,565,494 $ 491,706 $ (765,255 ) $ 13,291,945 |
Schedule of future amortization expenses | Schedule of future amortization expenses For the Years Ending December 31, (rest of year) 2023 2024 2025 2026 Thereafter Total Intellectual property/ $ 671,736 $ 866,755 $ 808,968 $ 808,968 $ 808,968 $ 1,237,987 $ 5,203,382 Customer base 864,047 1,147,263 889,364 141,145 141,145 576,339 3,759,303 Tradenames and trademarks 164,688 215,704 207,944 207,944 207,944 926,116 1,930,340 Non-compete agreement 368,324 335,933 — — — — 704,257 Platform development costs 372,626 496,835 322,008 53,023 — — 1,244,492 Internal use software costs 112,543 150,057 150,057 37,514 — — 450,171 Total Intangible Assets, Net $ 2,553,964 $ 3,212,547 $ 2,378,341 $ 1,248,594 $ 1,158,057 $ 2,740,442 $ 13,291,945 |
Schedule of accrued expenses | Schedule of accrued expenses March 31, 2022 December 31, 2021 Accrued compensation and related liabilities $ 631,099 $ 1,039,979 Provision for warranty expense 283,515 286,115 Accrued professional fees 321,851 267,949 Other 537,141 307,598 Total accrued expenses $ 1,773,606 $ 1,901,641 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Business Acquisition [Line Items] | |
Schedule of allocation preliminary purchase price | Schedule of allocation preliminary purchase price Net purchase price $ 20,774,526 Plus: fair value of liabilities assumed: Current liabilities 3,913,386 Defined benefit plan obligation 278,823 Debt assumed at close 2,461,721 Fair value of liabilities assumed $ 6,653,930 Less: fair value of assets acquired: Cash 859,044 Other tangible assets 6,327,641 Identifiable intangible assets 7,335,570 Fair value of assets acquired $ 14,522,255 Net nonoperating assets 250,624 Goodwill $ 12,655,577 |
Schedule of liabilities related to acquisition agreements | Schedule of liabilities related to acquisition agreements March 31, 2022 December 31, 2021 Holdback related to MicaSense Acquisition Agreement $ 2,375,000 $ 4,821,512 Holdback related to Measure Acquisition 5,625,000 5,625,000 Holdback related to senseFly Acquisition 5,000,000 8,489,989 Total acquisition agreement related liabilities 13,000,000 18,936,501 Less: Current portion acquisition agreement-related liabilities (9,000,000 ) (10,061,501 ) Long term portion of business acquisition agreement-related liabilities $ 4,000,000 $ 8,875,000 |
Scheduled Of future maturities business-acquisition | Scheduled Of future maturities business-acquisition Year ending December 31, 2022 (rest of year) $ 9,000,000 2023 4,000,000 Total $ 13,000,000 |
Schedule of pro-forma information | Schedule of pro-forma information Three Months Ended March 31, 2021 Revenues $ 4,538,000 Net loss $ (5,403,000 ) |
Mica Sense Acquisition [Member] | |
Business Acquisition [Line Items] | |
Schedule of allocation preliminary purchase price | Schedule of allocation preliminary purchase price Net purchase price, including debt paid at close $ 23,375,681 Plus: fair value of liabilities assumed: Current liabilities 702,925 Fair value of liabilities assumed $ 702,925 Less: fair value of assets acquired: Cash $ 885,273 Other tangible assets 2,050,939 Identifiable intangible assets 3,061,803 Fair value of assets acquired $ 5,112,742 Net nonoperating assets 25,000 Adjustments for seller transaction expenses related to purchase price allocation 32,032 Goodwill $ 18,972,896 |
Measure Acquisition [Member] | |
Business Acquisition [Line Items] | |
Schedule of allocation preliminary purchase price | Schedule of allocation preliminary purchase price Net purchase price, including debt paid at close $ 45,403,394 Plus: fair value of liabilities assumed: Deferred revenue 319,422 Other tangible liabilities 272,927 Fair value of liabilities assumed $ 592,349 Less: fair value of assets acquired: Cash 486,544 Other tangible assets 312,005 Identifiable intangibles 2,668,689 Fair value of assets acquired $ 3,467,238 Net nonoperating assets 39,775 Goodwill $ 42,488,730 |
COVID Loans (Tables)
COVID Loans (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Covid Loans | |
Schedule of debt disclosure | Schedule of debt disclosure Year ending December 31, 2022 (rest of year) $ 401,164 2023 445,778 2024 89,227 2025 89,227 2026 89,227 Thereafter 133,838 Total $ 1,248,461 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Schedule of restricted stock unit activity | Schedule of restricted stock unit activity Shares Weighted Average Grant Date Fair Value Outstanding as of December 31, 2021 1,147,250 $ 3.78 Granted 340,607 $ 1.26 Canceled (25,500 ) $ 2.94 Released — $ — Outstanding as of March 31, 2022 1,462,357 $ 3.21 Vested as of March 31, 2022 721,609 $ 3.74 Unvested as of March 31, 2022 740,748 $ 2.69 For the three months ended March 31, 2022, the aggregate fair value of RSU awards at the time of vesting was $ 427,890 As of March 31, 2022, the Company had approximately $ 1,340,000 For the three months ended March 31, 2021, a summary of RSU activity is as follows: Shares Weighted Average Grant Date Fair Value Outstanding as of December 31, 2020 100,000 $ 1.34 Granted 15,000 $ 5.84 Canceled — $ — Released — $ — Outstanding as of March 31, 2021 115,000 $ 1.93 Vested as of March 31, 2021 — $ — Unvested as of March 31, 2021 115,000 $ 1.93 |
Schedule of options activity | Schedule of options activity Shares Weighted Average Exercise Price Weighted Average Fair Value Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of December 31, 2021 2,541,667 $ 1.97 $ 1.10 4.14 $ 1,178,340 Granted 125,000 $ 1.19 $ 0.56 4.28 $ — Exercised (75,000 ) $ 0.41 $ 0.30 — $ 58,500 Expired/Forfeited (33,170 ) $ 7.91 $ 4.24 — $ — Outstanding as of March 31, 2022 2,558,497 $ 2.80 $ 1.53 3.81 $ 748,206 Exercisable as of March 31, 2022 1,765,564 $ 2.31 $ 1.27 3.60 $ 748,206 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions March 31, 2022 2021 Dividend yield — % $ — % Expected life (years) 5.83 $ 3.02 Expected volatility 82.72 % 85.41 % Risk-free interest rate 1.45 % $ 0.36 % |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Lease | Schedule of Future Minimum Rental Payments for Operating Lease Balance Sheet Location March 31, 2022 December 31, 2021 Right of use asset Right of use asset $ 1,731,621 $ 2,019,745 Current portion of operating lease liability Current portion of operating lease liability $ 1,176,311 1,235,977 Long-term portion of operating lease liability Long-term portion of operating lease liability $ 693,138 $ 942,404 |
Schedule of future maturities | Schedule of future maturities Year Ending December 31, 2022 (rest of year) $ 994,562 2023 538,356 2024 221,370 2025 227,443 2026 18,954 Total future minimum lease payments, undiscounted 2,000,685 Less: Amount representing interest (131,236 ) Present value of future minimum lease payments $ 1,869,449 Present value of future minimum lease payments – current $ 1,176,311 Present value of future minimum lease payments – long-term $ 693,138 |
Schedule of weighted average lease-term and discount rate leases | Schedule of weighted average lease-term and discount rate leases Other Information March 31, 2022 December 31, 2021 Weighted-average remaining lease terms (in years) 2.2 2.3 Weighted-average discount rate 6.0 % 6.0 % |
Schedule Of Cash Flow Supplemental Information | Schedule Of Cash Flow Supplemental Information For the Three Months March 31, Other Information 2022 2021 Cash paid for amounts included in the measurement of liabilities: Operating cash flows for operating leases $ 323,573 $ 24,750 Lease liabilities related to the acquisition of right of use assets: Operating leases $ — $ 925,298 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of consolidated results from reportable segments | Schedule of consolidated results from reportable segments Corporate Drones and Custom Manufacturing Sensors SaaS Total As of March 31, 2022 Goodwill $ — $ 12,655,577 $ 18,972,896 $ 33,238,809 $ 64,867,282 Assets $ 9,890,862 $ 26,418,046 $ 26,570,224 $ 37,422,995 $ 100,302,127 As of December 31, 2021 Goodwill $ — $ 12,655,577 $ 18,972,896 $ 33,238,809 $ 64,867,282 Assets $ 14,516,466 $ 27,073,211 $ 25,548,066 $ 37,545,298 $ 104,683,041 Net (Loss) Income Corporate Drones and Custom Manufacturing Sensors SaaS Total Three Months Ended March 31, 2022 Revenues $ — $ 2,738,982 $ 933,018 $ 169,978 $ 3,841,978 Cost of sales — 1,569,766 646,512 260,808 2,477,086 Loss from operations (3,238,946 ) (2,624,107 ) (783,137 ) (835,751 ) (7,481,941 ) Other income (expense), net 1,388 (113,238 ) — (2,781 ) (114,631 ) Net loss $ (3,237,558 ) $ (2,737,345 ) $ (783,137 ) $ (838,532 ) $ (7,596,572 ) Three Months Ended March 31, 2021 Revenues $ — $ — $ 1,677,349 $ 24,243 $ 1,701,592 Cost of sales — — 612,029 9,875 621,904 (Loss) Income from operations (3,196,638 ) — 221,470 14,368 (2,960,800 ) Other income, net 30,270 — — — 30,270 Net (loss) income $ (3,166,368 ) $ — $ 221,470 $ 14,368 $ (2,930,530 ) |
Schedule of geographical revenues | Schedule of geographical revenues Three Months Ended March 31, 2022 Drones and Custom Manufacturing Sensors SaaS Total North America $ 1,235,572 $ 359,888 $ 169,978 $ 1,765,438 Europe, Middle East and Africa 1,213,191 354,379 — 1,567,570 Asia Pacific 290,219 167,742 — 457,961 Other — 51,009 — 51,009 $ 2,738,982 $ 933,018 $ 169,978 $ 3,841,978 Three months Ended March 31, 2021 Drones and Custom Manufacturing Sensors SaaS Total North America $ — $ 1,677,349 $ 24,243 $ 1,701,592 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Product Information [Line Items] | |||
Capitalized software development costs | $ 1,244,492 | $ 995,880 | |
Capitalized software development costs for internal-use software | 450,171 | $ 278,264 | |
Foreign currency transaction losses | 98,299 | $ 0 | |
Shipping Costs | 59,458 | 19,897 | |
Advertising Expense | $ 60,626 | $ 26,650 | |
Common stock, par value | $ 0.001 | $ 0.001 | |
Unvested Restricted Stock [Member] | |||
Product Information [Line Items] | |||
Anti-dilutive shares | 740,748 | 821,405 | |
Options Held [Member] | |||
Product Information [Line Items] | |||
Anti-dilutive shares | 2,558,497 | 2,541,667 | |
Common Stock [Member] | |||
Product Information [Line Items] | |||
Common stock, par value | $ 0.0001 | ||
Customer A | Revenue Benchmark [Member] | |||
Product Information [Line Items] | |||
Concentration percentage | 10.00% | ||
One Customer [Member] | Revenue Benchmark [Member] | |||
Product Information [Line Items] | |||
Concentration percentage | 93.70% |
Balance Sheets (Details)
Balance Sheets (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Balance Sheets | ||
Accounts receivable | $ 3,128,877 | $ 2,918,435 |
Less: Provisions for doubtful accounts | (23,985) | (29,556) |
Accounts receivable, net | $ 3,104,892 | $ 2,888,879 |
Balance Sheets (Details 1)
Balance Sheets (Details 1) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Balance Sheets | ||
Raw materials | $ 3,810,031 | $ 2,862,293 |
Work-in process | 805,861 | 647,829 |
Finished goods | 1,104,640 | 833,785 |
Gross inventories | 5,720,532 | 4,343,907 |
Less: Provision for obsolescence | (411,594) | (305,399) |
Inventories, net | $ 5,308,938 | $ 4,038,508 |
Balance Sheets (Details 2)
Balance Sheets (Details 2) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Leasehold improvements | $ 81,993 | $ 81,993 |
Equipment and vehicles | 132,831 | 132,831 |
Computer and office equipment | 583,534 | 559,110 |
Office furniture | 80,254 | 77,971 |
Drone equipment | 95,393 | 95,393 |
Production fixtures | 169,635 | 163,580 |
Tooling | 159,105 | 121,368 |
Total | 1,302,745 | 1,232,246 |
Less accumulated depreciation | (390,503) | (280,118) |
Property and equipment, net | $ 912,242 | $ 952,128 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 3 years | |
Equipment and vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 5 years | |
Computer Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 3 years | |
Computer Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 5 years | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 5 years | |
Drone equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 3 years | |
Production fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 5 years | |
Tooling [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 4 years |
Balance Sheets (Details 3)
Balance Sheets (Details 3) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Total Depreciation Expense | $ 110,735 | $ 23,149 |
Cost of Sales [Member] | ||
Total Depreciation Expense | 64,843 | |
General and Administrative Expense [Member] | ||
Total Depreciation Expense | $ 45,892 | $ 23,149 |
Balance Sheets (Details 4)
Balance Sheets (Details 4) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Additions | $ 491,706 | |
Amortization | (765,255) | |
Net Book Value | $ 13,291,945 | $ 13,565,494 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | 5 years | |
Gross Cost | $ 5,203,382 | 5,427,294 |
Additions | ||
Amortization | (223,912) | |
Net Book Value | $ 5,203,382 | |
Customer Lists [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | 5 years | |
Gross Cost | $ 3,759,303 | 4,047,319 |
Additions | ||
Amortization | (288,016) | |
Net Book Value | $ 3,759,303 | |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | 5 years | |
Gross Cost | $ 1,930,340 | 1,985,236 |
Additions | ||
Amortization | (54,896) | |
Net Book Value | $ 1,930,340 | |
Non-compete agreement [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | 4 years | |
Gross Cost | $ 704,257 | 831,501 |
Additions | ||
Amortization | (127,244) | |
Net Book Value | $ 704,257 | |
Platform Development Costs [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | 3 years | |
Gross Cost | $ 1,244,492 | 995,880 |
Additions | 319,799 | |
Amortization | (71,187) | |
Net Book Value | $ 1,244,492 | |
Internal Use Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | 3 years | |
Gross Cost | $ 450,171 | $ 278,264 |
Additions | 171,907 | |
Amortization | ||
Net Book Value | $ 450,171 |
Balance Sheets (Details 5)
Balance Sheets (Details 5) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
2022 | $ 2,553,964 | |
2023 | 3,212,547 | |
2024 | 2,378,341 | |
2025 | 1,248,594 | |
2026 | 1,158,057 | |
Thereafter | 2,740,442 | |
Total | 13,291,945 | $ 13,565,494 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
2022 | 671,736 | |
2023 | 866,755 | |
2024 | 808,968 | |
2025 | 808,968 | |
2026 | 808,968 | |
Thereafter | 1,237,987 | |
Total | 5,203,382 | |
Customer Lists [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
2022 | 864,047 | |
2023 | 1,147,263 | |
2024 | 889,364 | |
2025 | 141,145 | |
2026 | 141,145 | |
Thereafter | 576,339 | |
Total | 3,759,303 | |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
2022 | 164,688 | |
2023 | 215,704 | |
2024 | 207,944 | |
2025 | 207,944 | |
2026 | 207,944 | |
Thereafter | 926,116 | |
Total | 1,930,340 | |
Non-compete agreement [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
2022 | 368,324 | |
2023 | 335,933 | |
2024 | ||
2025 | ||
2026 | ||
Thereafter | ||
Total | 704,257 | |
Platform Development Costs [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
2022 | 372,626 | |
2023 | 496,835 | |
2024 | 322,008 | |
2025 | 53,023 | |
2026 | ||
Thereafter | ||
Total | 1,244,492 | |
Internal Use Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
2022 | 112,543 | |
2023 | 150,057 | |
2024 | 150,057 | |
2025 | 37,514 | |
2026 | ||
Thereafter | ||
Total | $ 450,171 |
Balance Sheets (Details 6)
Balance Sheets (Details 6) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Balance Sheets | ||
Accrued compensation and related liabilities | $ 631,099 | $ 1,039,979 |
Provision for warranty expense | 283,515 | 286,115 |
Accrued professional fees | 321,851 | 267,949 |
Other | 537,141 | 307,598 |
Total accrued expenses | $ 1,773,606 | $ 1,901,641 |
Balance Sheets (Details Narrati
Balance Sheets (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Balance Sheets | ||
Weighted average remaining amortization period | 5 years 3 months 21 days | |
Amortization expense | $ 765,255 | $ 111,956 |
Business Acquisitions (Details)
Business Acquisitions (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Jan. 27, 2021 |
Less: fair value of assets acquired: | |||
Goodwill | $ 64,867,282 | $ 64,867,282 | |
Mica Sense Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Net purchase price, including debt paid at close | $ 23,375,681 | ||
Plus: fair value of liabilities assumed: | |||
Current liabilities | 702,925 | ||
Fair value of liabilities assumed | 702,925 | ||
Less: fair value of assets acquired: | |||
Cash | 885,273 | ||
Other tangible assets | 2,050,939 | ||
Identifiable intangible assets | 3,061,803 | ||
Fair value of assets acquired | 5,112,742 | ||
Net nonoperating assets | 25,000 | ||
Adjustments for seller transaction expenses related to purchase price allocation | 32,032 | ||
Goodwill | $ 18,972,896 |
Business Acquisitions (Details
Business Acquisitions (Details 1) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Apr. 19, 2021 |
Less: fair value of assets acquired: | |||
Goodwill | $ 64,867,282 | $ 64,867,282 | |
Measure Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Net purchase price, including debt paid at close | $ 45,403,394 | ||
Plus: fair value of liabilities assumed: | |||
Deferred revenue | 319,422 | ||
Other tangible liabilities | 272,927 | ||
Fair value of liabilities assumed | 592,349 | ||
Less: fair value of assets acquired: | |||
Cash | 486,544 | ||
Other tangible assets | 312,005 | ||
Identifiable intangibles | 2,668,689 | ||
Fair value of assets acquired | 3,467,238 | ||
Net nonoperating assets | 39,775 | ||
Goodwill | $ 42,488,730 |
Business Acquisitions (Detail_2
Business Acquisitions (Details 2) - Sense Fly [Member] | Oct. 18, 2021USD ($) |
Business Acquisition [Line Items] | |
Net purchase price | $ 20,774,526 |
Plus: fair value of liabilities assumed: | |
Current liabilities | 3,913,386 |
Defined benefit plan obligation | 278,823 |
Debt assumed at close | 2,461,721 |
Fair value of liabilities assumed | 6,653,930 |
Less: fair value of assets acquired: | |
Cash | 859,044 |
Other tangible assets | 6,327,641 |
Identifiable intangible assets | 7,335,570 |
Fair value of assets acquired | 14,522,255 |
Net nonoperating assets | 250,624 |
Goodwill | $ 12,655,577 |
Business Acquisitions (Detail_3
Business Acquisitions (Details 3) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||
Total acquisition agreement related liabilities | $ 13,000,000 | $ 18,936,501 |
Less: Current portion business acquisition agreement-related liabilities | (9,000,000) | (10,061,501) |
Long-term portion of business acquisition agreement-related liabilities | 4,000,000 | 8,875,000 |
Mica Sense [Member] | ||
Business Acquisition [Line Items] | ||
Total acquisition agreement related liabilities | 2,375,000 | 4,821,512 |
Measures [Member] | ||
Business Acquisition [Line Items] | ||
Total acquisition agreement related liabilities | 5,625,000 | 5,625,000 |
Sense Fly [Member] | ||
Business Acquisition [Line Items] | ||
Total acquisition agreement related liabilities | $ 5,000,000 | $ 8,489,989 |
Business Acquisitions (Detail_4
Business Acquisitions (Details 4) | Mar. 31, 2022USD ($) |
Business Combination and Asset Acquisition [Abstract] | |
2022 (rest of year) | $ 9,000,000 |
2023 | 4,000,000 |
Total | $ 13,000,000 |
Business Acquisitions (Detail_5
Business Acquisitions (Details 5) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Business Combination and Asset Acquisition [Abstract] | |
Revenues | $ 4,538,000 |
Net loss | $ (5,403,000) |
Business Acquisitions (Detail_6
Business Acquisitions (Details Narrative) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Business Combination and Asset Acquisition [Abstract] | ||
Business Acquisition, Transaction Costs | $ 0 | $ 147,764 |
COVID Loans (Details)
COVID Loans (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Covid Loans | ||
2022 (rest of year) | $ 401,164 | |
2023 | 445,778 | |
2024 | 89,227 | |
2025 | 89,227 | |
2026 | 89,227 | |
Thereafter | 133,838 | |
Total | $ 1,248,461 | $ 1,259,910 |
COVID Loans (Details Narrative)
COVID Loans (Details Narrative) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Covid Loans | ||
Long-term Debt | $ 1,248,461 | $ 1,259,910 |
Equity (Details)
Equity (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Equity [Abstract] | ||
Non Vested, Beginnig | 1,147,250 | 100,000 |
Non-vested, beginning balance | $ 3.78 | $ 1.34 |
Granted | 340,607 | 15,000 |
Weighted Average Grant Date Fair Value Granted | $ 1.26 | $ 5.84 |
Canceled | (25,500) | |
Weighted Average Grant Date Fair Value Canceled | $ 2.94 | |
Released | ||
Weighted Average Grant Date Fair Value Released | ||
Non Vested, Ending | 1,462,357 | 115,000 |
Non-vested, ending balance | $ 3.21 | $ 1.93 |
Vested | 721,609 | |
Weighted Average Grant Date Fair Value vested | $ 3.74 | |
Unvested | 740,748 | 115,000 |
Weighted Average Grant Date Fair Value vested Unvested | $ 2.69 | $ 1.93 |
Canceled | 25,500 |
Equity (Details 1)
Equity (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Options Outstanding, Beginning Balance | 2,541,667 | |
Weighted Avg. Exercise Price Outstanding, Beginning Balance | $ 1.97 | |
Weighted Average Fair Value, Beginning Balance | 1.10 | |
Weighted Average Remaining Contractual Term | 4 years 1 month 20 days | |
Aggregate Intrinsic Value Outstanding, Beginning Balance | $ 1,178,340 | |
Options Granted | 125,000 | |
Weighted Avg. Exercise Price Granted | $ 1.19 | |
Weighted Average Fair Value, Granted | 0.56 | |
Weighted Average Remaining Contractual Term Granted | 4 years 3 months 10 days | |
Aggregate Intrinsic Value Granted | ||
Options Exercised | (75,000) | |
Weighted Avg. Exercise price Excercised | $ 0.41 | |
Weighted Average Fair Value, Exercised | 0.30 | |
Aggregate Intrinsic Value Exercised | $ 58,500 | |
Options Expired/Forfeited | (33,170) | |
Weighted Avg. Exercise Price Expired/Forfeited | $ 7.91 | |
Weighted Average Fair Value, Expired/Forfeited | 4.24 | |
Aggregate Intrinsic Value Expired/Forfeited | ||
Options Outstanding, Ending Balance | 2,558,497 | 2,541,667 |
Weighted Avg. Exercise Price Outstanding, Ending balance | $ 2.80 | $ 1.97 |
Weighted Average Fair Value, Ending Balance | 1.53 | 1.10 |
Weighted Average Remaining Contractual Term | 3 years 9 months 21 days | |
Aggregate Intrinsic Value Outstanding, at end | $ 748,206 | $ 1,178,340 |
Options Exercisable | 1,765,564 | |
Weighted Avg. Exercise Price Exercisable | $ 2.31 | |
Weighted Average Fair Value, Exercisable | 1.27 | |
Weighted Average Remaining Contractual Term Exercisable | 3 years 7 months 6 days | |
Aggregate Intrinsic Value Exercisable | $ 748,206 |
Equity (Details 2)
Equity (Details 2) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Equity [Abstract] | ||
Dividend yield | ||
Expected life (years) | 5 years 9 months 29 days | 3 years 7 days |
Expected volatility | 82.72% | 85.41% |
Risk-free interest rate | 1.45% | 0.36% |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of shares sold | 4,251,151 | |
Proceeds from sale of stock | $ 4,583,341 | |
Issuance costs | $ 141,754 | |
Cancellations of Options, shares | 33,170 | |
Cancellations of Options, value | $ 140,793 | |
Restricted Stock Units (RSUs) [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Aggregate fair value | 427,890 | $ 221,600 |
Unrecognized stock-based compensation expense | 1,340,000 | |
Options Held [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Unrecognized stock-based compensation expense | $ 1,533,940 | |
Options Issuances [Member] | Directors And Officers [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Issued options to purchase | 125,000 | 130,000 |
Exercise price | $ 0.56 | $ 3.37 |
Fair market values | $ 70,250 | $ 389,078 |
Employee Benefits and Share-Based Compensation | 48,388 | 0 |
Options Issuances 1 [Member] | Directors And Officers [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Employee Benefits and Share-Based Compensation | $ 139,907 | $ 208,622 |
Leases (Details)
Leases (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Right of use asset | $ 1,731,621 | $ 2,019,745 |
Current portion of lease liabilities | 1,176,311 | 1,235,977 |
Long term portion of lease liabilities | $ 693,138 | $ 942,404 |
Leases (Details 1)
Leases (Details 1) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2022 (rest of year) | $ 994,562 | |
2023 | 538,356 | |
2024 | 221,370 | |
2025 | 227,443 | |
2026 | 18,954 | |
Total future minimum lease payments, undiscounted | 2,000,685 | |
Less: Amount representing interest | (131,236) | |
Present value of future minimum lease payments | 1,869,449 | |
Present value of future minimum lease payments – current | 1,176,311 | $ 1,235,977 |
Present value of future minimum lease payments – long-term | $ 693,138 | $ 942,404 |
Leases (Details 2)
Leases (Details 2) | Mar. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Weighted-average remaining lease terms | 2 years 2 months 12 days | 2 years 3 months 18 days |
Weighted-average discount rate | 6.00% | 6.00% |
Leases (Details 3)
Leases (Details 3) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of liabilities: Operating cash flows for operating leases | $ 323,573 | $ 24,750 |
Lease liabilities related to the acquisition of right of use assets: Operating leases | $ 925,298 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Operating Lease, Liability | $ 1,869,449 | $ 2,178,381 | |
Operating Lease, Right-of-Use Asset, Amortization Expense | 589,678 | $ 282,668 | |
Operating lease expense payments | $ 323,573 | $ 24,750 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Mar. 31, 2022USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Fair market value | $ 125,000 |
Commitments | $ 3,267,000 |
Segment Information (Details)
Segment Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Goodwill | $ 64,867,282 | $ 64,867,282 | |
Assets | 100,302,127 | 104,683,041 | |
Revenue | 3,841,978 | $ 1,701,592 | |
Cost of sales | 2,477,086 | 621,904 | |
Loss from operations | (7,481,941) | (2,960,800) | |
Nonoperating Income (Expense) | (114,631) | 30,270 | |
Net loss | (7,596,572) | (2,930,530) | |
Corporate Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Goodwill | |||
Assets | 9,890,862 | 14,516,466 | |
Revenue | |||
Cost of sales | |||
Loss from operations | (3,238,946) | (3,196,638) | |
Nonoperating Income (Expense) | 1,388 | 30,270 | |
Net loss | (3,237,558) | (3,166,368) | |
Drones And Custom Manufacturing [Member] | |||
Segment Reporting Information [Line Items] | |||
Goodwill | 12,655,577 | 12,655,577 | |
Assets | 26,418,046 | 27,073,211 | |
Revenue | 2,738,982 | ||
Cost of sales | 1,569,766 | ||
Loss from operations | (2,624,107) | ||
Nonoperating Income (Expense) | (113,238) | ||
Net loss | (2,737,345) | ||
Sensors [Member] | |||
Segment Reporting Information [Line Items] | |||
Goodwill | 18,972,896 | 18,972,896 | |
Assets | 26,570,224 | 25,548,066 | |
Revenue | 933,018 | 1,677,349 | |
Cost of sales | 646,512 | 612,029 | |
Loss from operations | (783,137) | 221,470 | |
Nonoperating Income (Expense) | |||
Net loss | (783,137) | 221,470 | |
Saa S [Member] | |||
Segment Reporting Information [Line Items] | |||
Goodwill | 33,238,809 | 33,238,809 | |
Assets | 37,422,995 | $ 37,545,298 | |
Revenue | 169,978 | 24,243 | |
Cost of sales | 260,808 | 9,875 | |
Loss from operations | (835,751) | 14,368 | |
Nonoperating Income (Expense) | (2,781) | ||
Net loss | $ (838,532) | $ 14,368 |
Segment Information (Details 1)
Segment Information (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | $ 3,841,978 | $ 1,701,592 |
Drones And Custom Manufacturing [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 2,738,982 | |
Sensors [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 933,018 | |
Saa S [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 169,978 | |
North America [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 1,765,438 | 1,701,592 |
North America [Member] | Drones And Custom Manufacturing [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 1,235,572 | |
North America [Member] | Sensors [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 359,888 | 1,677,349 |
North America [Member] | Saa S [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 169,978 | $ 24,243 |
EMEA [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 1,567,570 | |
EMEA [Member] | Drones And Custom Manufacturing [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 1,213,191 | |
EMEA [Member] | Sensors [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 354,379 | |
EMEA [Member] | Saa S [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | ||
Asia Pacific [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 457,961 | |
Asia Pacific [Member] | Drones And Custom Manufacturing [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 290,219 | |
Asia Pacific [Member] | Sensors [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 167,742 | |
Asia Pacific [Member] | Saa S [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | ||
Other [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 51,009 | |
Other [Member] | Drones And Custom Manufacturing [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | ||
Other [Member] | Sensors [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 51,009 | |
Other [Member] | Saa S [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues |