展覽 99.1
Draganfly 公司。
未經審計的總結之中期基本報表 - 未經審計
截至2024年9月30日的三個月和九個月
(以加拿大元表示)
Draganfly 公司。
濃縮 綜合中期財務狀況報表 - 未經審核
以加拿大元表示
| 九月 30, | 十二月 31日, | |||||||||
| 截至 在 | 註釋 | 2024 | 2023 | |||||||
| 資產 | ||||||||||
| 流動資產 | ||||||||||
| 現金 | $ | $ | ||||||||
| 應收帳款 | 4 | |||||||||
| 庫存 | 5 | |||||||||
| 預付金 和 存款 | 6 | |||||||||
| 設備 | 8 | |||||||||
| 無形資產 | ||||||||||
| 投資 | 7 | |||||||||
| 應收款項 | 5 | |||||||||
| 租用權資產 | 9 | |||||||||
| 總資產 | $ | $ | ||||||||
| 負債 及股東權益 | ||||||||||
| $ | ||||||||||
| 交易 應付帳款及應計負債 | 17 | $ | $ | |||||||
| 客戶存款 | ||||||||||
| 遞延 收入 | 11 | |||||||||
| 應付 銀行貸款 | 12 | |||||||||
| 衍生 負債 | 13 | |||||||||
| 租賃負債 | 10 | |||||||||
| 非流動 負債 | ||||||||||
| 遞延 收入 | 11 | |||||||||
| 租賃 負債 | 10 | |||||||||
| 總計 負債 | ||||||||||
| 股東權益 | ||||||||||
| 分享 資本 | 13 | |||||||||
| 儲備 – 以股份為基礎的支付 | 13 | |||||||||
| 認股權證 | 13 | |||||||||
| 累積虧損 | ( | ) | ( | ) | ||||||
| 累積其他綜合收益 | ( | ) | ||||||||
| 總計 股東權益 | ||||||||||
| 負債及股東權益總計 | $ | $ | ||||||||
自然 及營運之持續（附註1）
經董事會於2024年11月14日批准並授權發行。
| “斯科特 拉爾森” | “卡梅隆 欺騙” | |
| 董事 | 董事 |
所附的附註是這些簡明綜合中期基本報表不可或缺的一部分。
| 2 |
Draganfly 公司。
簡明 綜合中期全面損失報表 - 未經審核
以加幣表示
| 截至 | 截至九個月結束時 | |||||||||||||||||
| 2024年9月30日 | 2023年9月30日 | 2024年9月30日 | 2023年9月30日 | |||||||||||||||
| 商品銷售 | 14 | $ | $ | $ | $ | |||||||||||||
| 服務提供 | 14 | |||||||||||||||||
| 總收入 | ||||||||||||||||||
| 銷售成本 | 5 | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
| 毛利潤 | ||||||||||||||||||
| 營業費用 | ||||||||||||||||||
| 攤銷 | $ | $ | $ | $ | ||||||||||||||
| 折舊 | 8, 9 | |||||||||||||||||
| 董事酬勞 | 17 | |||||||||||||||||
| 保險 | ||||||||||||||||||
| 辦公室和雜項 | 15 | |||||||||||||||||
| 專業費用 | ||||||||||||||||||
| 研發 | ||||||||||||||||||
| 以股份為基礎的支付 | 13,17 | |||||||||||||||||
| 旅行 | ||||||||||||||||||
| 工資和薪金 | 17 | |||||||||||||||||
| ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||
| 其他收入（支出） | ||||||||||||||||||
| 衍生負債公允價值變化 | 13 | |||||||||||||||||
| 財務及其他收益 | ||||||||||||||||||
| 匯率期貨損益 | ( | ) | ( | ) | ||||||||||||||
| 處置資產帶來的收益（損失） | ||||||||||||||||||
| 應收票據回收（減損）收益（損失） | ( | ) | ( | ) | ||||||||||||||
| 政府收入 | ||||||||||||||||||
| 其他收入（費用） | 16 | ( | ) | ( | ) | |||||||||||||
| $ | $ | $ | $ | ( | ) | |||||||||||||
| 凈利潤（損失） | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| 其他綜合損益 | ||||||||||||||||||
| 可能重分類至損益的項目 | ||||||||||||||||||
| 外匯期貨翻譯 | ( | ) | ( | ) | ( | ) | ||||||||||||
| 不會重新分類為損益的項目 | ||||||||||||||||||
| 公允價值變動的權益投資（FVOCI）變動 | 7 | ( | ) | ( | ) | ( | ) | |||||||||||
| 綜合收益（損失） | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| 每股凈收益（損失）- 基本與稀釋 | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||||
| 普通股權加權平均已發行股份數－基本與稀釋後 | ||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
| 3 |
Draganfly Inc.
Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity - Unaudited
Expressed in Canadian Dollars
| Accumulated Other Comprehensive Income (Loss) | ||||||||||||||||||||||||||||||||
| Number of Shares | Share Capital | Reserve – Share-Based Payments | Warrants | Accumulated Deficit | Change
in Fair Value of Investments at FVTOCI | Exchange Differences on Translation of Foreign Operations | Total
Shareholders’ Equity (Deficit) | |||||||||||||||||||||||||
| Balance at December 31, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | | $ | ||||||||||||||||||||
| Shares issued for financing – ATM(1) | ||||||||||||||||||||||||||||||||
| Share issue costs | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Shares issued for financing | ||||||||||||||||||||||||||||||||
| Share issue costs | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Shares issued for the exercise of RSUs | ( | ) | ||||||||||||||||||||||||||||||
| Share-based payments | - | |||||||||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Change in fair value of equity investments at FVOCI | - | |||||||||||||||||||||||||||||||
| Translation of foreign operations | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Balance at September 30, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||||||||||||
| Shares issued for financing | ||||||||||||||||||||||||||||||||
| Share issue costs | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Shares issued for the exercise of RSUs | ( | ) | ||||||||||||||||||||||||||||||
| Share-based payments | - | |||||||||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Change in fair value of equity investments at FVOCI | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Translation of foreign operations | - | |||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||||||||||||
| Shares issued for financing | ||||||||||||||||||||||||||||||||
| Share issue costs | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Shares issued for the exercise of warrants | ||||||||||||||||||||||||||||||||
| Shares issued for the exercise of RSUs | ( | ) | ||||||||||||||||||||||||||||||
| Shares returned to treasury | ( | ) | ||||||||||||||||||||||||||||||
| Warrants – equity treatment | - | |||||||||||||||||||||||||||||||
| Share-based payments | - | |||||||||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Change in fair value of equity investments at FVOCI | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Translation of foreign operations | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||||||||||||
| (1) |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
| 4 |
Draganfly Inc.
Condensed Consolidated Interim Statements of Cash Flows - Unaudited
Expressed in Canadian Dollars
| For the nine months ended September 30, | ||||||||
| 2024 | 2023 | |||||||
| OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments for: | ||||||||
| Amortization | ||||||||
| Depreciation | ||||||||
| Impairment of accounts receivable | ||||||||
| Change in fair value of derivative liability | ( | ) | ( | ) | ||||
| Impairment of inventory | ||||||||
| Impairment (Gain) on recovery of notes receivable | ( | ) | ||||||
| Finance and other costs | ||||||||
| Gain on disposal of assets | ( | ) | ( | ) | ||||
| Share-based payments | ||||||||
| ( | ) | ( | ) | |||||
| Net changes in non-cash working capital items: | ||||||||
| Receivables | ( | ) | ||||||
| Inventory | ( | ) | ( | ) | ||||
| Prepaids | ||||||||
| Trade payables and accrued liabilities | ( | ) | ||||||
| Customer deposits | ( | ) | ( | ) | ||||
| Deferred income | ( | ) | ||||||
| Cash used in operating activities | ( | ) | ( | ) | ||||
| INVESTING ACTIVITIES | ||||||||
| Purchase of equipment | ( | ) | ( | ) | ||||
| Disposal of equipment | ||||||||
| Repayment of notes receivable | ||||||||
| Cash provided by (used in) investing activities | ( | ) | ||||||
| FINANCING ACTIVITIES | ||||||||
| Proceeds from issuance of common shares for financing | ||||||||
| Share issue costs | ( | ) | ( | ) | ||||
| Proceeds from issuance of common shares for warrants exercised | ||||||||
| Repayment of loans | ( | ) | ( | ) | ||||
| Repayment of lease liabilities | ( | ) | ( | ) | ||||
| Cash provided by (used in) financing activities | ||||||||
| Effects of exchange rate changes on cash | ( | ) | ( | ) | ||||
| Change in cash | ( | ) | ||||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
| SUPPLEMENTARY CASH FLOW DISCLOSURE | ||||||||
| Interest paid | $ | $ | ||||||
| Share issue costs in accounts payable | ||||||||
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
| 5 |
Draganfly Inc.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months Ended September 30, 2024
Expressed in Canadian Dollars (unaudited)
| 1. | NATURE AND CONTINUANCE OF OPERATIONS |
Draganfly Inc. (the “Company”) was incorporated on June 1, 2018 under the Business Corporations Act (British Columbia). The Company creates quality, cutting-edge unmanned and remote data collection and analysis platforms and systems that are designed to revolutionize the way companies do business. The Company’s shares trade on the Canadian Securities Exchange (the “CSE”), on the Nasdaq Capital Market (the “Nasdaq”) under the symbol “DPRO” and on the Frankfurt Stock Exchange under the symbol “3U8A”. The Company’s head office is located at 235 103rd St. E, Saskatoon, SK, S7N 1Y8 and its registered office is located at 2800 – 666 Burrard Street, Vancouver, BC, V6C 2Z7.
These
condensed consolidated interim financial statements have been prepared on the assumption that the Company will continue as a going concern,
meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the
ordinary course of operations. To date, the Company has not been profitable and has an accumulated deficit of $
| 2. | BASIS OF PREPARATION |
Statement of Compliance
These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, “Interim Financial Reporting”. These condensed consolidated interim financial statements include all necessary disclosures required for interim financial statements but do not include all disclosures required for annual financial statements. These condensed consolidated interim financial statements should be read in conjunction with the Company’s annual financial statements for the year ended December 31, 2023.
These condensed consolidated interim financial statements were authorized for issue by the Board of Directors on November 14, 2024.
Basis of consolidation
Each subsidiary is fully consolidated from the date of acquisition, being the date on which the Company obtains control, and continues to be consolidated until the date when such control ceases.
The condensed consolidated interim financial statements include the accounts and results of operations of the Company and its wholly owned subsidiaries listed in the following table:
| Name of Subsidiary | Place of Incorporation | Ownership Interest | ||
All intercompany balances and transactions were eliminated on consolidation.
| 6 |
Draganfly Inc.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months Ended September 30, 2024
Expressed in Canadian Dollars (unaudited)
| 3. | MATERIAL ACCOUNTING POLICY INFORMATION, ESTIMATES, AND JUDGEMENTS |
Adoption of new policy
The Company has adopted a residual value method with respect to the measurement of shares and warrants issued as private placement units for equity treatment warrants, whereby the carrying amount of the warrants is determined based on any difference between gross proceeds and the estimated fair market value of the common shares. If the proceeds from the offering are less than or equal to the estimated fair market value of common shares issued, no value is assigned to the warrants. Warrants that are issued as payment to a finder or other transaction costs are accounted for as share-based payments.
Material Accounting Policy Information
These condensed consolidated interim financial statements have been prepared following the same accounting principles and methods of computation as in outlined in the Company’s consolidated financial statements for the year ended December 31, 2023. A description of the accounting standards and interpretations that have been adopted by the Company can be found in the notes of the annual financial statements for the year ended December 31, 2023.
The preparation of the condensed consolidated interim financial statements requires management to make assumptions and estimates that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of income and expenses during the reporting period. These condensed consolidated interim financial statements include estimates, which by their nature, are uncertain. These assumptions and associated estimates are based on historical experience and other factors that are considered to be relevant. As such, actual results may differ from estimates and the effect of such differences may be material. Significant estimates and judgements used in the preparation of these condensed consolidated interim financial statements remained unchanged from those disclosed in the Company’s annual consolidated financial statements for the year ended December 31, 2023.
| 4. | RECEIVABLES |
| As at | September 30, 2024 | December 31, 2023 | ||||||
| Trade accounts receivable | $ | $ | ||||||
| Sales tax receivable | ||||||||
| $ | $ | |||||||
| Current portion | $ | $ | ||||||
| Long term portion | ||||||||
| $ | $ | |||||||
During
the nine months ended September 30, 2024, the Company recorded a provision for doubtful accounts of $
The long-term receivable represents a refundable deposit that the Company has asked to have returned. The agreement allows for a two-year repayment term once the request has been made.
| 5. | INVENTORY |
| As at | September 30, 2024 | December 31, 2023 | ||||||
| Finished goods | $ | $ | ||||||
| Parts | ||||||||
| $ | $ | |||||||
During
the three and nine months ended September 30, 2024, $
| 7 |
Draganfly Inc.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months Ended September 30, 2024
Expressed in Canadian Dollars (unaudited)
| 5. | INVENTORY (CONT’D) |
Cost of sales consist of the following:
| For the nine months ended | September 30, 2024 | September 30, 2023 | ||||||
| Inventory | $ | $ | ||||||
| Consulting and services | ||||||||
| Other | ||||||||
| $ | $ | |||||||
| 6. | PREPAIDS AND DEPOSITS |
| As at | September 30, 2024 | December 31, 2023 | ||||||
| Insurance | $ | $ | ||||||
| Prepaid other | ||||||||
| Deposits | ||||||||
| $ | $ | |||||||
| 7. | INVESTMENTS |
| Balance at December 31, 2023 | $ | |||
| Change in fair value | ( | ) | ||
| Balance at September 30, 2024 | $ |
Fair value of investments is comprised of:
| Public company shares | $ | ||||
| Private company shares | |||||
| Balance at September 30, 2024 | $ |
The Company holds shares of a publicly listed company with an initial cost of $.
The
Company holds common shares of a private company with an initial value of USD$. The Company considers if observable market
data exists on a quarterly basis to value the investment. During the quarter ended September 30, 2024 the Company recognized and impairment
of $
| 8 |
Draganfly Inc.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months Ended September 30, 2024
Expressed in Canadian Dollars (unaudited)
| 8. | EQUIPMENT |
| Computer Equipment | Furniture and Equipment | Leasehold Improvements | Vehicles | Total | ||||||||||||||||
| Cost | ||||||||||||||||||||
| Balance at December 31, 2022 | $ | $ | $ | $ | $ | |||||||||||||||
| Additions | ||||||||||||||||||||
| Disposals | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Balance at December 31, 2023 | ||||||||||||||||||||
| Additions | ||||||||||||||||||||
| Disposals | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | $ | $ | |||||||||||||||
| Accumulated depreciation | ||||||||||||||||||||
| Balance at December 31, 2022 | $ | $ | $ | $ | $ | |||||||||||||||
| Charge for the year | ||||||||||||||||||||
| Disposals | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Balance at December 31, 2023 | ||||||||||||||||||||
| Charge for the period | ||||||||||||||||||||
| Disposals | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | $ | $ | |||||||||||||||
| Net book value: | ||||||||||||||||||||
| December 31, 2023 | $ | $ | $ | $ | $ | |||||||||||||||
| September 30, 2024 | $ | $ | $ | $ | $ | |||||||||||||||
| 9. | RIGHT OF USE ASSETS |
| Vehicles | Buildings | Land | Total | |||||||||||||
| Balance at December 31, 2022 | $ | $ | $ | $ | ||||||||||||
| Additions | ||||||||||||||||
| Depreciation | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Foreign exchange translation | ( | ) | ( | ) | ||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | ||||||||||||
| Depreciation | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Foreign exchange translation | ||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | $ | ||||||||||||
The
Company has four leases with expiration dates of
| 9 |
Draganfly Inc.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months Ended September 30, 2024
Expressed in Canadian Dollars (unaudited)
| 10. | LEASE LIABILITIES |
| As at | Total | |||
| Balance at December 31, 2022 | $ | |||
| Interest expense | ||||
| Additions | ||||
| Lease payments | ( | ) | ||
| Foreign exchange translation | ||||
| Balance at December 31, 2023 | ||||
| Interest expense | ||||
| Lease payments | ( | ) | ||
| Foreign exchange translation | ( | ) | ||
| Balance at September 30, 2024 | $ | |||
| Which consists of: | ||||||||
| September 30, 2024 | December 31, 2023 | |||||||
| Current lease liability | $ | $ | ||||||
| Non-current lease liability | ||||||||
| Ending balance | $ | $ | ||||||
| Maturity analysis | Total | |||
| Less than one year | $ | |||
| One to three years | ||||
| Four to five years | ||||
| Total undiscounted lease liabilities | ||||
| Amount representing interest | ( | ) | ||
| $ | ||||
| 11. | DEFERRED INCOME |
At times, the Company may take payment in advance for services to be rendered. These amounts are held and recognized as services are rendered.
| As at | September 30, 2024 | December 31, 2023 | ||||||
| Deferred income from customers | $ | $ | ||||||
| Deferred income from government | ||||||||
| $ | $ | |||||||
| Current portion | $ | $ | ||||||
| Long-term portion | ||||||||
| $ | $ | |||||||
Deferred
revenue of $
| 10 |
Draganfly Inc.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months Ended September 30, 2024
Expressed in Canadian Dollars (unaudited)
| 12. | LOANS PAYABLE |
| As at | September 30, 2024 | December 31, 2023 | ||||||
| Opening balance | $ | $ | ||||||
| Repayment of loans payable | ( | ) | ( | ) | ||||
| Accretion expense | ||||||||
| Ending balance | $ | $ | ||||||
| Start Date | Maturity Date | Rate | Carrying
Value September 30, 2024 | Carrying Value December 31, 2023 | ||||||||||||
| CEBA | % | $ | $ | |||||||||||||
| CEBA | % | |||||||||||||||
| Vehicle loan | % | |||||||||||||||
| Total | $ | $ | ||||||||||||||
The CEBA loans are unsecured, and the vehicle loan is secured by the vehicle. The CEBA loans were repaid March 25, 2024. The vehicle loan was fully paid in September 2024.
| 13. | SHARE CAPITAL |
Authorized share capital
Unlimited number of common shares without par value.
Issued share capital
During the nine months ended September 30, 2024,
| ● | The Company issued common shares for the vesting of restricted share units. | |
| ● | The Company issued common shares for the exercise of warrants | |
| ● | On
February 26, 2024, the Company issued units
consisting of one common share and one warrant and units
consisting of one prefunded warrant and one warrant in a financing for $with
share issuance costs of $ | |
| ● | shares were returned to treasury that were held in escrow related to the Vital Intelligence Inc. acquisition for failure to meet required milestones. All value that had been recorded related to these shares had been previously written off | |
| ● | On
April 29, 2024, the Company issued units
consisting of one common share and one warrant and units
consisting of one prefunded warrant and one warrant in a financing for $with
share issuance costs of $ | |
| ● | On
August 21, 2024, the Company issued units
consisting of one common share and one warrant, and units
consisting of one prefunded warrant and one warrant in a financing for $with
share issue costs of $ |
| 11 |
Draganfly Inc.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months Ended September 30, 2024
Expressed in Canadian Dollars (unaudited)
| 13. | SHARE CAPITAL (CONT’D) |
During the year ended December 31, 2023,
| ● | The Company issued common shares for the vesting of restricted share units. | |
| ● | The
Company issued common shares in a financing for $ with share issuance costs
of $ | |
| ● | The Company issued common shares in an ATM (“At – the - market”) financing for $ with share issuance costs of $ for net proceeds of $. | |
| ● | The
Company issued common shares in a financing for proceeds of $ with share
issuance costs of $ for net proceeds of $. Of the total share issuance costs
$ were expensed in other income (expense). Value of the issuance was allocated $
to the shares and $ |
Share consolidation
On September 5, 2024 the Company effected a . All share, warrant, option and RSU numbers in these statements are shown post consolidation, including exercise prices, unless otherwise noted.
Stock Options
The Company has adopted an incentive share compensation plan, which provides that the Board of Directors of the Company may from time to time, in its discretion, and in accordance with the CSE requirements, grant to directors, officers, employees, and technical consultants to the Company, non-transferable stock options to purchase common shares. The total number of common shares reserved and available for grant and issuance pursuant to this plan shall not exceed 15% (in the aggregate) of the issued and outstanding common shares from time to time. The number of options awarded and underlying vesting conditions are determined by the Board of Directors in its discretion.
| Grant Date | Expiry Date | Exercise Price | Remaining Contractual Life (years) | Number of Options Outstanding | Number of Options Exercisable | |||||||||||||
| $ | ||||||||||||||||||
| $ | ||||||||||||||||||
| $ | ||||||||||||||||||
| $ | ||||||||||||||||||
| $ | ||||||||||||||||||
| $ | ||||||||||||||||||
| $ | ||||||||||||||||||
| $ | ||||||||||||||||||
| $ | ||||||||||||||||||
| $ | ||||||||||||||||||
| $ | ||||||||||||||||||
| 12 |
Draganfly Inc.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months Ended September 30, 2024
Expressed in Canadian Dollars (unaudited)
| 13. | SHARE CAPITAL (CONT’D) |
| Number of Options | Weighted Average Exercise Price | |||||||
| Outstanding, December 31, 2022 | $ | |||||||
| Forfeited | ) | |||||||
| Issued | ||||||||
| Outstanding, December 31, 2023 | $ | |||||||
| Forfeited | ) | |||||||
| Outstanding, September 30, 2024 | $ | |||||||
No options were granted by the Company during the nine months ended September 30, 2024.
During the three and nine months ended September 30, 2024, the Company recorded $ (2023 – $) and $ (2023 - $) respectively in stock-based compensation in relation to the vesting of stock options. The fair values of stock options granted were estimated using the Black-Scholes Option Pricing Model.
Restricted Share Units
During the three and nine months ended September 30, 2024, the Company recorded share-based payment expense of $ (2023 - $) and $ (2023 - $) for RSUs, based on the fair values of RSUs granted which were calculated using the closing price of the Company’s stock on the day prior to grant.
The
Company has adopted an incentive share compensation plan, which provides that the Board of Directors of the Company may from time to
time, in its discretion, and in accordance with the Exchange requirements, grant to directors, officers, employees and technical consultants
to the Company, restricted stock units (RSUs). The number of RSUs awarded and underlying vesting conditions are determined by the Board
of Directors in its discretion.
As at September 30, 2024, the Company had the following RSUs outstanding:
| Number of RSUs | ||||
| Outstanding, December 31, 2022 | ||||
| Vested | ( | ) | ||
| Issued | ||||
| Forfeited | ( | ) | ||
| Outstanding, December 31, 2023 | ||||
| Vested | ( | ) | ||
| Issued | ||||
| Forfeited | ( | ) | ||
| Outstanding, September 30, 2024 | ||||
| 13 |
Draganfly Inc.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months Ended September 30, 2024
Expressed in Canadian Dollars (unaudited)
| 13. | SHARE CAPITAL (CONT’D) |
Warrants
During the nine months ended September 30, 2024 and the year ended December 31, 2023, the Company issued pre-funded warrants (“USD pre-funded Warrants”) where a portion of the funds related to the eventual exercise have already been received with the remaining exercise price in USD. As part of these same issuances, shares with warrants attached were issued. Being in a foreign currency that is not the Company’s functional currency and these pre-funded warrants were not issued in exchange for services, the value related to the future exercise price of the USD pre-funded Warrants are required to be recorded as a financial liability and not as equity. As a financial liability, the portion of the USD pre-funded Warrants related to the future exercise price will be revalued on a quarterly basis to fair market value with the change in fair value being recorded in profit or loss. The warrants issued with the shares are also in USD so are also accounted for as a liability. In addition, the Company also issued pre-funded warrants with an exercise price in Canadian dollars (“Pre-funded Warrants”). These are also treated as a liability as the agreement contains clauses that do not meet the fixed for fixed test. As a financial liability, the portion of the Pre-funded Warrants related to the future exercise price will be revalued on a quarterly basis to fair market value with the change in fair value being recorded in profit or loss. The warrants issued with the shares are also accounted for as a liability as these also contain clauses that do not meet the fixed for fixed test.
The warrants issued as part of the August 2024 issuance were issued with a CAD exercise price, no cashless exercise feature and no anti-dilution clauses that would lead to variability in settlement.
To reach a fair value of the warrants, a Black Scholes calculation is used, calculated in USD for those with a USD exercise price and in CAD for those with a Canadian exercise price. The Black Scholes value per warrant is then multiplied by the number of outstanding warrants and then multiplied by the foreign exchange rate at the end of the period for those denominated in USD.
Summary of issue date fair value inputs
| February Issuance | April Issuance | August Issuance | ||||||||||||||||||
| Warrants | Broker | Warrants | Broker | Broker | ||||||||||||||||
| Volatility | % | % | % | % | % | |||||||||||||||
| Risk free rate | % | % | % | % | % | |||||||||||||||
| Expected life | ||||||||||||||||||||
| Expected dividend yield | % | % | % | % | % | |||||||||||||||
| 14 |
Draganfly Inc.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months Ended September 30, 2024
Expressed in Canadian Dollars (unaudited)
| 13. | SHARE CAPITAL (CONT’D) |
Warrant Derivative Liability
| Balance at December 31, 2022 | $ | |||
| Warrants issued | ||||
| Change in fair value of warrants outstanding | ||||
| Balance at December 31, 2023 | $ | |||
| Warrants issued | ||||
| Warrants exercised | ( | ) | ||
| Change in fair value of warrants outstanding | ( | ) | ||
| Reclassify amended warrants to equity | ( | ) | ||
| Balance at September 30, 2024 | $ |
Warrants – Equity Treatment
| Balance at December 31, 2023 | $ | |||
| Reclassification of amended warrants | ||||
| Balance at September 30, 2024 | $ |
Details of liability warrants and their fair values are as follows:
| Issue Date | Exercise Price | Number
of Warrants Outstanding at September 30, 2024 | Fair
Value at September 30, 2024 | Number
of Warrants Outstanding at December 31, 2023 | Fair
Value at December 31, 2023 | |||||||||||||||
| Derivative Liability | ||||||||||||||||||||
| (1) | US$ | |||||||||||||||||||
| (2) | CAD$ | |||||||||||||||||||
| (3) | US$ | |||||||||||||||||||
| $ | $ | |||||||||||||||||||
| 1) | ||
| 2) | ||
| 3) |
Details of the warrants treated as equity and their fair values are as follows:
Warrants – Equity Treatment
| Exercise Price | Number of Warrants Outstanding at September 30, 2024 | Fair value at September 30, 2024 | Number of Warrants Outstanding at December 31, 2023 | Fair Value at December 31, 2023 | ||||||||||||||||
| October 30, 2023 (1) | CAD$ | $ | $ | |||||||||||||||||
| April 29, 2024 (2) | CAD$ | |||||||||||||||||||
| August 21, 2024 (3) | CAD$ | |||||||||||||||||||
| $ | $ | |||||||||||||||||||
| 1) | ||
| 2) | ||
| 3) |
| 15 |
Draganfly Inc.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months Ended September 30, 2024
Expressed in Canadian Dollars (unaudited)
| 13. | SHARE CAPITAL (CONT’D) |
The fair values of the derivative warrants and were estimated using the Black-Scholes Option Pricing Model with the following weighted average assumptions:
| September 30, 2024 | December 31, 2023 | |||||||
| Risk free interest rate | % | % | ||||||
| Expected volatility | % | % | ||||||
| Expected life | years | years | ||||||
| Expected dividend yield | % | % | ||||||
| Number of Warrants | Weighted Average Exercise Price | |||||||
| Outstanding, December 31, 2022 | $ | |||||||
| Issued | ||||||||
| Expired | ( | ) | ||||||
| Outstanding, December 31, 2023 | $ | |||||||
| Issued | ||||||||
| Exercised | ( | ) | ||||||
| Expired | ( | ) | ||||||
| Outstanding September 30, 2024 | $ | |||||||
| Date issued | Expiry date | Exercise price | Number of warrants outstanding | |||||||||
| CAD$ | ||||||||||||
| CAD$ | ||||||||||||
| US$ | ||||||||||||
| US$ | ||||||||||||
| CAD$ | ||||||||||||
| CAD$ | ||||||||||||
| CAD$ | ||||||||||||
| CAD$ | ||||||||||||
The weighted average remaining contractual life of warrants outstanding as of September 30, 2024, was years (December 31, 2023 – years).
| 16 |
Draganfly Inc.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months Ended September 30, 2024
Expressed in Canadian Dollars (unaudited)
| 14. | SEGMENTED INFORMATION |
The Company organizes its three segments based on product lines as well as a Corporate segment. The three segments are Drones, Vital (Vital Intelligence), and Corporate. The Drones segment derives its revenue from products and services related to the sale of unmanned aerial vehicles (UAV). The Vital segment derives its revenue from the sale of products that measure vitals to help detect symptoms from large groups of people from a distance. The Corporate segment includes all costs not directly associated with the Drone and Vital segments. The Company aggregates the information for the segments by analyzing the revenue steam and allocating direct costs to that respective segment. The Corporate segment is aggregated by relying on the entity that includes corporate costs (Draganfly Inc.).
| September 30, 2024 | Drones | Vital | Corporate | Total | ||||||||||||
| Sales of goods | $ | $ | $ | $ | ||||||||||||
| Provision of services | ||||||||||||||||
| Total revenue | ||||||||||||||||
| Segment loss (income) | ( | ) | ||||||||||||||
| Finance and other costs | ||||||||||||||||
| Depreciation | ||||||||||||||||
| Amortization | ||||||||||||||||
| Change in fair value of derivative liability | ||||||||||||||||
| Loss on write-off of notes receivable | ||||||||||||||||
| Loss on write down of inventory | ||||||||||||||||
| Net loss for the period | $ | $ | ( | ) | $ | $ | ||||||||||
| September 30, 2023 | Drones | Vital | Corporate | Total | ||||||||||||
| Sales of goods | $ | $ | $ | $ | ||||||||||||
| Provision of services | ||||||||||||||||
| Total revenue | ||||||||||||||||
| Segment loss | ( | ) | ||||||||||||||
| Finance and other costs | ( | ) | ( | ) | ( | ) | ||||||||||
| Depreciation | ||||||||||||||||
| Amortization | ||||||||||||||||
| Change in fair value of derivative liability | ( | ) | ( | ) | ||||||||||||
| Loss on write-off of notes receivable | ||||||||||||||||
| Loss on write down of inventory | ||||||||||||||||
| Net loss for the period | $ | $ | ( | ) | $ | $ | ||||||||||
Geographic revenue is measured by aggregating sales based on the country and the entity where the sale was made.
Geographic segmentation is as follows:
| As
of September 30, 2024 | As
of December 31, 2023 | |||||||
| Non-current assets | ||||||||
| Canada | $ | $ | ||||||
| United States | ||||||||
| $ | $ | |||||||
| Geographic segmentation is as follows: | For
the three months ended September 30, | For
the nine months ended September 30, | ||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Revenue | ||||||||||||||||
| Canada | $ | $ | $ | $ | ||||||||||||
| United States | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| 17 |
Draganfly Inc.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months Ended September 30, 2024
Expressed in Canadian Dollars (unaudited)
| 15. | OFFICE AND MISCELLANEOUS |
| For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Advertising, Marketing, and Investor Relations | $ | $ | $ | $ | ||||||||||||
| Compliance fees | ||||||||||||||||
| Impairment of accounts receivable | ||||||||||||||||
| Contract Work | ||||||||||||||||
| Other | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| 16. | OTHER EXPENSE |
| For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Share issue costs | $ | $ | $ | $ | ||||||||||||
| Write off of accounts (payable) receivable | ( | ) | ||||||||||||||
| Gain on settlement of debt | ( | ) | ||||||||||||||
| Other | ( | ) | ( | ) | ||||||||||||
| $ | $ | $ | $ | ( | ) | |||||||||||
| 17. | RELATED PARTY TRANSACTIONS |
Trade receivables/payables and accrued receivables/payables:
As
at September 30, 2024, the Company had $
Key management compensation
Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. Compensation awarded to key management for the three and nine months ended September 30, 2024 and 2023 included:
| For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Director fees | $ | $ | $ | $ | ||||||||||||
| Salaries | ||||||||||||||||
| Share-based payments | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
During
the three months ended September 30, 2024, the directors agreed to a
| 18 |
Draganfly Inc.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months Ended September 30, 2024
Expressed in Canadian Dollars (unaudited)
| 17. | RELATED PARTY TRANSACTIONS (CONT’D) |
Other related party transactions
| For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Management fees paid to a company controlled by CEO and director | $ | $ | $ | $ | ||||||||||||
| Management fees paid to a company that the CEO holds an economic interest in | ||||||||||||||||
| Management fees paid to a company controlled by the former President and director | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| 18. | FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT |
The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:
Credit risk
Credit risk is the risk that of an unexpected loss if a customer or third party fails to meet its contractual obligations.
The Company is subject to credit risk on its cash and receivables. The majority of cash is deposited in bank accounts held with a major bank in Canada and the United States. As most of the Company’s cash is held by one bank there is a concentration of credit risk. This risk is managed by using major banks that are high credit quality financial institutions as determined by rating agencies.
Receivables
Receivables primarily consist of trade receivables and taxes receivable. The Company provides credit in the normal course of business in the form of payment terms and has an established process for determining terms to offer customers to mitigate credit risk. Receivables are shown net of any provision made for impairment of the receivables. Due to this factor, the Company believes that no additional credit risk, beyond amounts provided for collection loss, is inherent in receivables.
Expected credit loss (“ECL”) analysis is performed at each reporting date using an objective approach to measure expected credit losses. The provision amounts are based on direct management interface with the customer. The calculations reflect the probability-weighted outcome, the time value of money and reasonable supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions. Receivables are written off where there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, business failure, the failure of a debtor to engage in a repayment plan, and a failure to make contractual payments over the negotiated contract period.
Trade
receivables include balances of $
| 19 |
Draganfly Inc.
Notes to the Condensed Consolidated Interim Financial Statements
For the Three and Nine Months Ended September 30, 2024
Expressed in Canadian Dollars (unaudited)
| 18. | FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (CONT’D) |
Fair value
A number of the Company’s accounting policies and disclosures require the measurement of fair values for financial assets and liabilities. The Company has established a control framework with respect to the measurement of fair values. Fair values are categorized into different levels of a fair value hierarchy based on the inputs used in the valuation techniques as follows:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.
Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data.
Equity securities in investee companies and warrants are measured at fair value. The financial assets and liabilities measured at fair value by hierarchy are shown in the table below. The amounts shown are based on the amounts recognized in the condensed consolidated interim statements of financial position. These financial instruments are measured at fair value through profit and loss.
| September 30, 2024 | Level 1 | Level 3 | Total | |||||||||
| Cash | $ | $ | $ | |||||||||
| Equity securities in investee companies | ||||||||||||
| Derivative liability | ||||||||||||
| Total | $ | $ | $ | |||||||||
| December 31, 2023 | Level 1 | Level 3 | Total | |||||||||
| Cash | $ | $ | ||||||||||
| Equity securities in investee companies | $ | $ | $ | |||||||||
| Derivative liability | ||||||||||||
| Total | $ | $ | $ | |||||||||
The following table shows the valuation techniques used in measuring Level 3 fair values for the derivative liability as well as the significant unobservable inputs used.
Type |
Valuation technique |
Key inputs |
Inter-relationship between significant inputs and fair value measurement | |||
| Warrant derivative liability | The fair value of the warrants derivative liability at initial recognition and at year end has been calculated using the Black Scholes Option Pricing Model | Key observable inputs ● Share price ● Risk free interest rate ● Dividend yield Key unobservable inputs ● Expected volatility |
The estimated fair value would increase (decrease) if: ● The price was higher (lower) ● The risk-free rate was higher (lower) ● The dividend yield was lower (higher) ● The expected volatility was higher (lower) |
For the fair value of the derivative liability, reasonable possible changes to the expected volatility, the most significant unobservable input would have the following effects:
| Unobservable Inputs | Change | Impact on comprehensive loss | ||||||||||
| Nine months ended September 30, 2024 | Year ended December 31, 2023 | |||||||||||
| Volatility | % | $ | $ | |||||||||
| 20 |