Draganfly (DPRO) - 2023 Q4 - Annual Report

Part I Key Information This section outlines the significant risks associated with an investment in Draganfly Inc., categorized into business and industry risks, and those related to its common shares, including price volatility and potential delisting Risk Factors - Business and Industry The company faces substantial business and industry risks, including a consistent history of net losses, the need for significant R&D investment, intense competition, evolving regulations, and supply chain disruptions - The Company has a history of net losses since its inception and cannot guarantee future profitability; operating expenses are expected to increase with business growth[36] - Future growth is dependent on significant R&D spending to penetrate new markets and commercialize new products, which will adversely affect earnings and may not result in revenue[38] - The commercial UAV market is in its early stages, making it difficult to evaluate future prospects; the company faces intense competition, which could lead to a decline in market share and profitability[42][44][45] - The business is subject to evolving regulations from bodies like Transport Canada; failure to obtain necessary approvals (like SFOCs) could impede operations and sales expansion[51][53][54] - The company relies on a limited group of suppliers for hardware and components, exposing it to risks of scarcity, price increases, and supply chain disruptions, which have been exacerbated by global events[67][68] - The company's success is highly dependent on its ability to protect its intellectual property (patents, trademarks, trade secrets) through legal means, which can be costly and may offer only limited protection[85][86] Risk Factors - Common Shares Investment in the company's common shares carries significant risks, including high market price volatility, potential Nasdaq delisting, no anticipated dividends, and reduced disclosure as an emerging growth and foreign private issuer - The market price of the Common Shares is highly volatile and subject to wide fluctuations beyond the company's control[100] - The company received a non-compliance notice from Nasdaq on September 22, 2023, for failing to maintain a minimum bid price of $1.00; on March 21, 2024, Nasdaq notified the company it had failed to regain compliance and was not eligible for an extension, subjecting its securities to delisting pending a hearing[104][105] - The company does not anticipate paying cash dividends in the foreseeable future, planning to retain earnings for operations and expansion; investors must rely on share price appreciation for returns[107] - As an "emerging growth company" under the JOBS Act, Draganfly is exempt from certain disclosure requirements, such as auditor attestation of internal controls, which could make its shares less attractive to investors[109] - As a "foreign private issuer," the company is subject to different U.S. securities laws, resulting in less public information compared to domestic U.S. issuers and exemptions from rules like Section 16 "short swing" profit recovery and Regulation FD[116] Information on the Company This section provides a comprehensive overview of Draganfly Inc., detailing its history, business operations, organizational structure, and properties, including its development, business model, products, markets, and facilities History and Development of the Company Founded in 1998, Draganfly has seen key developments including its Nasdaq listing in 2021, multiple public offerings, new product launches, and the opening of a new manufacturing facility, alongside recent Nasdaq non-compliance issues - In July 2021, the company's common shares were listed on the Nasdaq under the symbol "DPRO", followed by a US public offering that raised approximately US$20.4 million in gross proceeds[135][136][138] - Throughout 2022, the company launched new products including the Heavy Lift and Commander 3 XL Drones and a Long-range LiDAR system, and expanded its services to Ukraine for medical response and search and rescue[141][144][145] - In 2023, the company opened a new manufacturing facility in Saskatoon, Saskatchewan, and conducted two underwritten public offerings in March and October, raising gross proceeds of US$8.0 million and US$3.5 million, respectively[155][159][165] - On September 22, 2023, Nasdaq notified the company of non-compliance with the minimum bid price rule; the company failed to regain compliance by the March 20, 2024 deadline and will request a hearing to present a plan to avoid delisting[163][169] Business Overview Draganfly is a UAV manufacturer and engineering firm serving public safety, agriculture, and industrial markets through product sales and services, focusing on North America with specialized solutions to compete in a diverse market - The company operates through three wholly-owned subsidiaries: Draganfly Innovations Inc., Draganfly Innovations USA Inc., and Dronelogics Systems Inc., providing a suite of products and services including UAVs, software, flight training, and data collection[198][199][206] Revenue by Category (Fiscal Years 2021-2023) | Category of Activity | 2023 (C$) | 2022 (C$) | 2021 (C$) | | :--- | :--- | :--- | :--- | | Product Sales | 5,287,093 | 5,550,432 | 5,103,399 | | Provision of Services | 1,267,749 | 2,054,627 | 1,950,466 | Revenue by Geographic Region (Fiscal Years 2021-2023) | Region | 2023 (C$) | 2022 (C$) | 2021 (C$) | | :--- | :--- | :--- | :--- | | Canada | 6,162,672 | 6,919,038 | 4,982,373 | | United States | 392,170 | 686,021 | 2,071,492 | - The company's principal markets include Military and Government, Public Safety, Environmental and Energy, and Agriculture, providing custom solutions for safety, inspection, and data collection[219][220][221][222] - Draganfly holds numerous patents in Canada and the United States for its UAV technology, including systems for folding rotor arms, vertical takeoff and landing (VTOL), and camera systems[238][239] - The company's growth strategy focuses on providing end-to-end drone solutions, developing IP for specific industry verticals, and pursuing accretive acquisitions to expand its capabilities[244] Organizational Structure Draganfly Inc. operates through three wholly-owned subsidiaries, which are central to its business of providing UAV products and services - The company has three wholly-owned subsidiaries: Draganfly Innovations Inc., Draganfly Innovations USA Inc., and Dronelogics Systems Inc.[251] Property, Plant and Equipment The company's operations are based out of leased facilities in Canada and the United States, with its primary manufacturing and head office in Saskatoon, Saskatchewan, and additional locations in Burnaby, British Columbia, and Palm Beach Gardens, Florida - The company's head office and manufacturing facility is a leased space of approximately 6,631 square feet in Saskatoon, SK, Canada[251] - Dronelogics Services Inc. operates from a leased space of approximately 2,752 square feet in Burnaby, BC[252] - The US subsidiary, Draganfly Innovations USA Inc., has a leased office of approximately 1,600 square feet in Palm Beach Gardens, Florida, used for inventory storage[253] Operating and Financial Review and Prospects This section incorporates by reference the Management's Discussion and Analysis (MD&A) for the fiscal year ended December 31, 2023, included as Exhibit 15.1 of the annual report - The Management's Discussion and Analysis (MD&A) for the year ended December 31, 2023, is included as Exhibit 15.1 and is incorporated by reference into this section[256] Directors, Senior Management and Employees This section details the company's leadership, compensation practices, board structure, employee base, and insider share ownership, including the Share Compensation Plan Compensation Executive compensation for the fiscal year 2023 consisted of salaries, share-based awards (RSUs), and other compensation such as director's fees, with key executives having consulting and employment agreements stipulating their terms 2023 Summary Compensation Table (C$) | Name and Principal Position | Salary (C$) | Share Based Awards (C$) | All Other Compensation (C$) | Total Compensation (C$) | | :--- | :--- | :--- | :--- | :--- | | Cameron Chell (Chairman, CEO) | 557,083 | 287,020 | Nil | 844,103 | | Paul Sun (CFO) | 321,496 | 144,640 | Nil | 466,136 | | Scott Larson (President and Director) | 205,732 | 49,720 | 70,129 | 368,475 | | Paul Mullen (COO) | 362,361 | 135,600 | Nil | 497,961 | | Deborah Greenberg (Chief Legal Officer) | 361,538 | 162,720 | Nil | 524,258 | - CEO Cameron Chell's services are provided through a consulting agreement with 1502372 Alberta Ltd., with annual fees of C$425,000[277] - CFO Paul Sun's employment agreement provides for an annual base salary of C$267,000 as of 2023[279] Board Practices The company's board practices include the establishment of an Audit Committee and a Compensation Committee, overseeing financial reporting, external auditor relationships, executive compensation, and share compensation plans - The Audit Committee consists of three independent directors: Olen Aasen (Chair), Julie Myers Wood, and John M. Mitnick, all of whom are deemed financially literate[286] - The Compensation Committee consists of Scott Larson (Chair), Olen Aasen, and Denis Silva; it is responsible for recommending executive compensation and administering equity incentive plans[297] Employees As of the end of 2023, Draganfly had a total of fifty-four employees, with the majority located in Canada, supplemented by a small number of consultants - As of December 31, 2023, the Company had fifty-four employees (fifty in Canada, four in the U.S.) and four consultants[298] Share Ownership This sub-section details the equity holdings of directors and executive officers as of February 15, 2024, including common shares, stock options, and RSUs, and describes the company's Share Compensation Plan, a rolling plan for up to 20% of outstanding shares - As of March 7, 2024, the directors and senior officers as a group beneficially own or control 1,213,132 Common Shares, representing 2.39% of the issued and outstanding shares[261] - The company has a "rolling" Share Compensation Plan where the maximum number of shares issuable under Options and RSUs is 20% of the issued and outstanding Common Shares[301] - The purpose of the Share Compensation Plan is to align the interests of participants (officers, employees, directors, consultants) with shareholders, encourage stock ownership, and attract and retain talent[303] Major Shareholders and Related Party Transactions This section identifies major shareholders, with Armistice Capital, LLC being the only entity owning over 5% as of February 2024, and details related party transactions, primarily for consulting services with entities affiliated with CEO Cameron Chell and director Scott Larson - As of February 14, 2024, Armistice Capital, LLC reported beneficial ownership of 4,938,978 shares, representing 9.99% of the company's common shares[329] - The Company incurred fees of $429,766 in 2023 for business services from Business Instincts Group, a company in which CEO Cameron Chell has a material interest[331] - The Company incurred fees of $592,500 in 2023 for executive consulting services from a company controlled by CEO Cameron Chell[332] - The Company incurred fees of $215,019 in 2023 for executive consulting services from director Scott Larson[333] Key Management Compensation (2021-2023) | Compensation Type | 2023 (C$) | 2022 (C$) | 2021 (C$) | | :--- | :--- | :--- | :--- | | Director fees | 600,933 | 522,349 | 370,094 | | Management fees (CEO & director related) | 1,237,285 | 1,392,260 | 811,559 | | Salaries | 979,154 | 843,917 | 722,068 | | Share-based payments | 1,109,232 | 2,106,906 | 2,475,949 | | Totals | 3,926,604 | 4,865,432 | 4,379,670 | Additional Information This section provides supplementary corporate information, including articles of association, material contracts, exchange controls, and U.S. and Canadian federal income tax considerations for shareholders, noting the company's unlimited authorized capital and applicable withholding taxes on dividends Memorandum and Articles of Association The company is incorporated under the Business Corporations Act of British Columbia, with authorized share capital including an unlimited number of common and preferred shares, and a quorum for shareholder meetings of two persons holding at least 5% of issued shares - The company's authorized share capital consists of an unlimited number of Common Shares and an unlimited number of Preferred Shares[347] - The quorum for shareholder meetings is two persons (or their proxies) who hold at least 5% of the issued shares entitled to vote[352] Taxation This sub-section details U.S. and Canadian federal income tax consequences for U.S. Holders of the company's common shares, covering PFIC rules, dividend taxation (generally 15% Canadian withholding tax), and capital gains treatment, noting that Canadian tax typically does not apply unless shares are 'taxable Canadian property' - The company believes it was not a Passive Foreign Investment Company (PFIC) for the 2023 taxable year, but its status is determined annually and there is no assurance it will not be a PFIC in the future[363] - Dividends paid to U.S. Holders are generally subject to a 15% Canadian withholding tax under the Canada-U.S. Tax Treaty[389][390] - A U.S. Holder will generally not be subject to Canadian tax on capital gains from disposing of Common Shares, provided the shares are not "taxable Canadian property"[391] Quantitative and Qualitative Disclosures About Market Risk The company is exposed to credit risk from receivables, liquidity risk due to reliance on equity financing, minimal interest rate risk, and foreign currency risk from U.S. dollar transactions, with a significant portion of trade receivables past due as of December 31, 2023 - The company faces credit risk on its cash and receivables; cash is held with a high-quality financial institution, and credit evaluations are performed on customers[400] Aging of Trade and Other Receivables | Days Past Due | Dec 31, 2023 (C$) | Dec 31, 2022 (C$) | | :--- | :--- | :--- | | 0 – 30 days | 271,622 | 1,020,091 | | 31 – 60 days | 109,928 | 116,378 | | 61 – 90 days | 64,259 | 343,364 | | 91 + days | 203,803 | 609,132 | | Total | 649,612 | 2,088,965 | - The company faces liquidity risk as its sole source of funding has historically been the issuance of equity securities, and access to such financing is uncertain[404] - The company is exposed to foreign currency risk as it engages in significant transactions denominated in U.S. dollars but does not currently hedge this risk[406] Part II Material Modifications to the Rights of Security Holders and Use of Proceeds This section details the use of proceeds from the company's initial U.S. public offering in July 2021, which raised approximately US$18.0 million in net proceeds and has been fully utilized for general corporate purposes, including operations, growth initiatives, and working capital - The company's initial U.S. public offering, which closed in August 2021, raised total net proceeds of approximately US$17,983,864[414][415] - The net proceeds from the offering have been fully used for general corporate purposes, including funding ongoing operations, growth initiatives, and working capital, as described in the prospectus[416] Controls and Procedures Management, including the CEO and CFO, concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2023, with Draganfly being exempt from auditor attestation as an emerging growth company - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of the end of the period covered by the report[418] - Management concluded that the company's internal control over financial reporting was effective as of December 31, 2023, based on the COSO framework[422] - As an "emerging growth company," the company is exempt from the auditor attestation report on internal control over financial reporting required by Section 404(b) of the Sarbanes-Oxley Act[423] Corporate Governance and Other Matters This section covers corporate governance, including the audit committee financial expert, Code of Business Conduct, principal accountant fees, and the company's adherence to Canadian governance practices as a foreign private issuer, alongside its cybersecurity risk management strategy - The Board has determined that Olen Aasen is an "audit committee financial expert" as defined by SEC rules[426] - The Company has adopted a Code of Business Conduct and Ethics applicable to all directors, officers, and employees[427] Principal Accountant Fees (Dale Matheson Carr-Hilton Labonte LLP) | Services | 2023 (C$) | 2022 (C$) | | :--- | :--- | :--- | | Audit Fees | 235,000 | 250,000 | | Audit-Related Fees | 83,000 | 63,900 | | Tax Fees | 12,600 | 11,000 | | Other Fees | - | - | - As a foreign private issuer, the company follows Canadian practices for shareholder meeting quorum (5% of issued shares) instead of the Nasdaq's 33 1/3% requirement[437] - The company's cybersecurity strategy includes annual third-party IT audits, a 24/7 Extended Detection and Response (XDR) provider for monitoring, and regular employee training; the full Board receives quarterly security reports[443][446][448] Part III Financial Statements This section contains the audited consolidated financial statements for the years ended December 31, 2023 and 2022, including the Statements of Financial Position, Comprehensive Income (Loss), Changes in Shareholder Equity, and Cash Flows, along with accompanying notes - The report includes the audited annual financial statements as of December 31, 2023 and 2022, with the Independent Auditor's Report dated March 27, 2024[452] Exhibits This section lists all exhibits filed as part of the annual report, including articles of incorporation, securities agreements, material contracts, the Share Compensation Plan, required certifications, the MD&A, and the Audit Committee Charter - Key exhibits filed include the Share Compensation Plan (4.2), various executive employment and consulting agreements (4.3-4.14), Management's Discussion and Analysis (15.1), and the Audit Committee Charter (15.2)[453] Consolidated Financial Statements Report of Independent Registered Public Accounting Firm The auditor, Dale Matheson Carr-Hilton Labonte LLP, issued a fair presentation opinion on the financial statements but included a "Going Concern" paragraph, highlighting substantial doubt about the company's ability to continue operations due to a history of losses and need for additional funding - The auditor's report contains a "Going Concern" warning, noting the Company has incurred losses, anticipates further losses, and requires additional funds, which raises substantial doubt about its ability to continue operations[461] Consolidated Statements of Financial Position The company's financial position shows a significant decrease in total assets from C$14.6 million in 2022 to C$8.3 million in 2023, primarily due to reduced cash, while total liabilities increased from C$3.6 million to C$7.9 million due to a new derivative liability, resulting in a sharp decrease in total shareholders' equity from C$11.0 million to C$0.4 million Consolidated Statements of Financial Position (in C$) | As at | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Total Current Assets | 6,681,975 | 13,516,712 | | Total Assets | 8,330,292 | 14,638,533 | | Total Current Liabilities | 7,398,992 | 3,347,912 | | Total Liabilities | 7,922,576 | 3,597,652 | | Total Shareholders' Equity | 407,716 | 11,040,881 | - Cash and cash equivalents decreased from C$7.9 million at year-end 2022 to C$3.1 million at year-end 2023[467] - A significant derivative liability of C$4,196,125 was recorded in 2023, compared to a much smaller liability of C$57,314 in 2022[467] Consolidated Statements of Comprehensive Loss For the year ended December 31, 2023, Draganfly reported total revenue of C$6.6 million, a decrease from C$7.6 million in 2022, with gross profit improving to C$2.1 million from C$0.8 million, but high operating expenses of C$24.7 million led to a net loss of C$23.6 million for 2023, compared to C$27.7 million in 2022, with a net loss per share of C$0.56 Consolidated Statements of Comprehensive Loss (in C$) | For the year ended Dec 31, | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Total Revenue | 6,554,842 | 7,605,059 | 7,053,865 | | Gross Profit | 2,064,114 | 790,675 | 2,643,088 | | Operating Expenses | (24,680,445) | (27,700,623) | (21,921,276) | | Net Loss for the Year | (23,611,810) | (27,654,364) | (16,202,972) | | Net Loss per Share (Basic & Diluted) | (0.56) | (0.82) | (0.59) | - Total revenue decreased by 13.8% YoY to C$6.55 million in 2023 from C$7.61 million in 2022[469] - Gross profit increased significantly to C$2.06 million in 2023 from C$0.79 million in 2022, indicating improved margins or a change in product/service mix[469] Consolidated Statements of Cash Flows The company's cash flow statement shows a net cash usage of C$15.0 million in operating activities for 2023, C$0.4 million used in investing activities, and C$10.7 million provided by financing activities, primarily from common share issuance, resulting in a C$4.7 million decrease in cash and cash equivalents, ending at C$3.1 million Consolidated Statements of Cash Flows (in C$) | For the year ended Dec 31, | 2023 | 2022 | | :--- | :--- | :--- | | Cash used in operating activities | (15,044,847) | (16,349,031) | | Cash provided by (used in) investing activities | (379,577) | 768,655 | | Cash provided by (used in) financing activities | 10,718,116 | (48,098) | | Change in cash | (4,706,308) | (15,628,474) | | Cash and cash equivalents, end of year | 3,093,612 | 7,894,781 |