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Note 2 – Summary of Significant Accounting Policies (Policies) | 6 Months Ended
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Oct. 31, 2024
Accounting Policies [Abstract] |
Basis of Presentation | Basis of Presentation – The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation with respect to the interim financial statements have been included. The results of operations for the six months ended October 31, 2024 are not necessarily indicative of the results for the full year. For further information, refer to the consolidated financial statements and footnotes thereto for the year ended April 30, 2024, included in the Company’s Annual Report on Form 10-K. In September 2024, the Company’s Board of Directors approved a change in fiscal year end from April 30 to December 31.
Restatement of Previously Issued Consolidated Financial Statements | Restatement of Previously Issued Consolidated Financial Statements – The Company’s Condensed Consolidated Statement of Operations and Stockholders’ Equity for the six months ended October 31, 2023, which were originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 15, 2023, have been restated. The Company revised its financial statements to remove derivative liabilities due to erroneously reporting warrants from our convertible note financings, as described in Note 16, as having a derivative component. The impacts of these restatements are detailed in the tables below:
|  | Condensed Consolidated Statement of Operations For the three months ended October 31, 2023 |  |
|  | Originally Reported |  | As Restated |  | Change
Change in fair value of derivative liability |  | $ | (162,482 | ) |  | $ | — |  |  | $ | (162,482 | )
Net loss |  | $ | (5,681,328 | ) |  | $ | (5,843,810 | ) |  | $ | (162,482 | )
|  | Condensed Consolidated Statement of Operations For the six months ended October 31, 2023 |  |
|  | Originally Reported |  | As Restated |  | Change
Change in fair value of derivative liability |  | $ | (189,002 | ) |  | $ | — |  |  | $ | (189,002 | )
Net loss |  | $ | (11,491,676 | ) |  | $ | (11,680,678 | ) |  | $ | (189,002 | )
|  | Condensed Consolidated Statement of Stockholders’ Equity For the six months ended October 31, 2023 |  |
|  | Originally Reported |  | As Restated |  | Change
Additional paid-in capital |  | $ | 112,102,691 |  |  | $ | 114,752,317 |  |  | $ | 2,649,626 |
Accumulated deficit |  | $ | (66,078,469 | ) |  | $ | (68,758,781 | ) |  | $ | (2,680,312 | )
Total equity |  | $ | 45,874,875 |  |  | $ | 45,844,189 |  |  | $ | (30,686 | )
Principles of Consolidation | Principles of Consolidation – Our condensed consolidated financial statements include the accounts of our wholly owned subsidiaries which include Teal, FlightWave (beginning on September 5, 2024), Skypersonic, as well as Rotor Riot and Fat Shark through the sale date of February 16, 2024. Non-majority owned investments, including the formerly wholly owned subsidiaries Rotor Riot and Fat Shark, are accounted for using the equity method when the Company is able to significantly influence the operating policies of the investee. Intercompany transactions and balances have been eliminated. The Consumer segment businesses are characterized as discontinued operations in these financial statements. The operating results and cash flows of discontinued operations are separately stated in those respective financial statements. See Note 4.
Use of Estimates | Use of Estimates – The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates reflected in these financial statements include those used to (i) complete purchase price accounting for acquisitions, (ii) the evaluation of long-term assets, including goodwill, for impairment, (iii) the evaluation of other-than-temporary-impairment of equity method investments, and (iv) valuations of convertible notes payable.
Concentration of Credit Risk | Concentration of Credit Risk – Financial instruments, which potentially subject the Company to concentrations of credit risk, include trade receivables. In the normal course of business, the Company provides credit terms to its customers. Accordingly, the Company performs ongoing credit evaluations of its customers, generally does not require collateral and considers the credit risk profile of the customer from which the receivable is due in further evaluating collection risk. Customers that accounted for 10% or greater of accounts receivable, net as of October 31, 2024 and April 30, 2024 were as follows:
|  | October 31, 2024 |  | April 30, 2024
Customer A |  |  | 38 | % |  |  | * |
Customer B |  |  | 25 | % |  |  | * |
Customer C |  |  | * |  |  |  | 53 | %
Customer D |  |  | * |  |  |  | 24 | %
* Accounts Receivable was less than 10% During the six months ended October 31, 2024, two customers accounted for equal to or greater than 10% of total revenue, totaling 21% and 19%, respectively. During the six months ended October 31, 2023, three customers accounted for equal to or greater than 10% of total revenue, totaling 13%, 12% and 10%, respectively. The Company does not believe the loss of one or more of these customers would be significant to operations.
Equity Method Investment | Equity Method Investment – The equity method of accounting is applied to investments in which the Company has an ownership interest of between 20% and 50%. The Company evaluates its equity method investments each reporting period for evidence of a loss in value that is other than a temporary decline. Evidence of a loss in value might include, but would not necessarily be limited to, absence of an ability to recover the carrying amount of the investment or the inability of the investee to sustain an earnings capacity that would justify the carrying amount of the investment. The Company performed this analysis and concluded that its investment in UMAC was other-than-temporarily impaired and recognized an impairment charge of $11,353,875 for the year ended April 30, 2024. See Note 8 for additional information.
Fair Values, Inputs and Valuation Techniques for Financial Assets and Liabilities, and Related Disclosures | Fair Values, Inputs and Valuation Techniques for Financial Assets and Liabilities, and Related Disclosures – The fair value measurements and disclosure guidance defines fair value and establishes a framework for measuring fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. In accordance with this guidance, the Company has categorized its recurring basis financial assets and liabilities into a three-level fair value hierarchy based on the priority of the inputs to the valuation technique. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The guidance establishes three levels of the fair value hierarchy as follows: Level 1: Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2: Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and Level 3: Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data. The Company’s financial instruments mainly consist of cash, accounts receivable, current assets, accounts payable, accrued expenses, notes payable, and convertible notes payable. The recorded carrying amounts of cash, accounts receivable, current assets, accounts payable, accrued expenses, and notes payable are considered to approximate their estimated fair values due to their short-term nature. Liabilities recognized at fair value on a recurring basis in the consolidated balance sheets consist of convertible notes payable. These items are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following table summarizes the Company’s financial instruments at fair value based on the fair value hierarchy for each class of instrument:
|  | Level 1 |  | Level 2 |  | Level 3 |  | Total
Convertible notes payable |  | $ | — |  |  | $ | — |  |  | $ | 11,911,307 |  |  | $ | 11,911,307 |
Convertible Notes Payable The Company measures its convertible notes payable at fair value based on significant inputs not observable in the market, which caused them to be classified as Level 3 measurements within the fair value hierarchy. Changes in the fair value of the convertible notes payable related to updated assumptions and estimates were recognized as a convertible notes payable fair value adjustment within the consolidated statements of operations and comprehensive loss. In determining the fair value of the convertible notes payable as of October 31, 2024, the Company used a market-based approach. The valuation method utilized a negotiated discount rate and a market yield rate which are unobservable inputs. An increase or decrease in any of the unobservable inputs in isolation could result in a material increase or decrease in the estimated fair value. In the future, depending on the weight of evidence and valuation approaches used, these or other inputs may have a more significant impact on the estimated fair value. The Company calculated the estimated fair value of the convertible notes payable as of October 31, 2024 using the following assumptions:
|  | October 31, 2024
Issuance date |  |  | 10/1/2024 |
Maturity date |  |  | 10/1/2026 |
Stock price |  |  | 3.06 |
Expected volatility factor |  |  | 92.8 | %
Risk-free interest rate |  |  | 5.21 | %
The following table presents changes in the Level 3 convertible notes payable measured at fair value for the six months ended October 31, 2024:
Balance, May 1, 2024 |  | $ | — |
Additions |  |  | 7,681,000 |
Fair value measurement adjustments |  |  | 4,230,307 |
Balance, October 31, 2024 |  | $ | 11,911,307 |
Warrants The fair value of the warrants as of October 31, 2024 was estimated using a Monte Carlo simulation model. The significant unobservable inputs for the Monte Carlo model include the stock price, exercise price, risk-free rate of return, time to expiration, and the volatility. An increase or decrease in the unobservable inputs in isolation could result in a material increase or decrease in the estimated fair value. In the future, depending on the weight of evidence and valuation approaches used, these or other inputs may have a more significant impact on the estimated fair value. Additionally, if certain provisions are triggered, reset adjustments may be required in the future. For the quarter ended October 31, 2024, no value was assigned to the warrants due to the fair market value of the convertible note payable being in excess of the proceeds received.
Revenue Recognition | Revenue Recognition – The Company recognizes revenue in accordance with ASC Topic 606 - Revenue from Contracts with Customers, issued by the Financial Accounting Standards Board (“FASB”). This standard includes a comprehensive evaluation of factors to be considered regarding revenue recognition including (i) identifying the promised goods, (ii) evaluating performance obligations, (iii) measuring the transaction price, (iv) allocating the transaction price to the performance obligations if there are multiple components, and (v) recognizing revenue as each obligation is satisfied. The Company’s revenue transactions include the shipment of goods to customers as orders are fulfilled, completion of non-recurring engineering, completion of training, and customer support services. The Company recognizes revenue upon shipment of product or prototypes unless otherwise specified in the purchase order or contract. Customer deposits totaled $221,380 and $53,939 at October 31, 2024 and April 30, 2024, respectively. From time to time, non-recurring engineering contracts may involve the capitalization of engineering prototypes, classified as contract assets. Contract assets totaled $0 and $1,477,859 at October 31, 2024 and April 30, 2024, respectively. The following table presents the Company’s revenue disaggregated by revenue type:
|  | Three months ended October 31, |  | Six months ended October 31,
|  | 2024 |  | 2023 |  | 2024 |  | 2023
Contract related |  | $ | — |  |  | $ | 529,437 |  |  | $ | 886,440 |  |  | $ | 840,318 |
Product related |  |  | 1,534,727 |  |  |  | 3,401,431 |  |  |  | 3,424,822 |  |  |  | 4,838,679 |
Total |  | $ | 1,534,727 |  |  | $ | 3,930,868 |  |  | $ | 4,311,262 |  |  | $ | 5,678,997 |
Product Warranty | Product Warranty - The Company accrues an estimate of its exposure to warranty claims based upon both current and historical product sales data and warranty costs incurred. Product warranty reserves are recorded in current liabilities under accrued expenses. Warranty liability was approximately $587,000 and $372,000 as of October 31, 2024 and April 30, 2024 respectively.
Recent Accounting Pronouncements | Recent Accounting Pronouncements – Management does not believe that recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.
Comprehensive Loss | Comprehensive Loss – Comprehensive loss consists of net loss and other comprehensive loss. Other comprehensive loss refers to gains and losses that are recorded as an element of stockholders' equity but are excluded from net loss. Our other comprehensive loss is comprised of foreign currency translation adjustments and unrealized gains or losses on available-for-sale securities. During the six months ended October 31, 2024 and October 31, 2023, comprehensive loss was $4,621 higher and $656,074 lower than net loss, respectively, related to unrealized gains on available-for-sale securities totaling $0 and $653,052, respectively, and foreign currency translation adjustments of $4,621 and $3,022, respectively.
Basic and Diluted Net Loss per Share | Basic and Diluted Net Loss per Share – Basic and diluted net loss per share has been calculated by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Common stock equivalents were excluded from the computation of diluted net loss per share of common stock because they were anti-dilutive. The conversion or exercise of these common stock equivalents would dilute earnings per share if we become profitable in the future. Outstanding securities not included in the computation of diluted net loss per share because their effect would have been anti-dilutive include:
|  | October 31, 2024 |  | October 31, 2023
Series B Preferred Stock, as converted |  |  | 3,896 |  |  |  | 3,896 |
Stock options |  |  | 7,896,903 |  |  |  | 6,861,517 |
Warrants |  |  | 2,292,207 |  |  |  | 1,539,999 |
Restricted stock |  |  | 1,758,313 |  |  |  | 779,850 |
Total |  |  | 11,951,319 |  |  |  | 9,185,262 |
Related Parties | Related Parties – Parties are considered to be related to us if they have control or significant influence, directly or indirectly, over us, including key management personnel and members of the Board of Directors or are direct relatives of key management personnel of members of the Board of Directors. Related Party transactions are disclosed in Note 18.
Liquidity and Going Concern | Liquidity and Going Concern – The Company has never been profitable and has incurred net losses related to acquisitions, as well as costs incurred to pursue its long-term growth strategy. During the six months ended October 31, 2024, the Company incurred a net loss of approximately $25,750,000 and used cash in operating activities of approximately $12,500,000. As of October 31, 2024, working capital totaled approximately $6,240,000. These financial results and our financial position at October 31, 2024 raise substantial doubt about our ability to continue as a going concern. However, the Company has recently taken actions to strengthen its liquidity. In November 2024, the Company was selected as the winner of the U.S. Army’s Short Range Reconnaissance (SRR) Program of Record. The Company’s manufacturing facility is scaling production of its most recent products and gross profits are projected to increase. As described in Note 13 and Note 20, the Company closed financings with proceeds of approximately $8,000,000 and $6,000,000 in September 2024 and November 2024, respectively. Additionally, the Company’s Form S-3 became effective on December 11, 2024. If necessary, the Company will seek additional equity financing for which there can be no guarantee. Management has concluded that these recent positive developments alleviate any substantial doubt about the Company’s ability to continue its operations, and meet its financial obligations, for twelve months from the date these consolidated financial statements are issued.

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