Note 1 – The Business (Tables)
|
6 Months Ended |
Oct. 31, 2022 |
|---|
| Accounting Policies [Abstract] |
|
| [custom:ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumed3TableTextBlock] |
| Shares issued |
|
$ |
6,351,076 |
|
| Promissory note issued |
|
|
1,753,000 |
|
| Cash |
|
|
250,000 |
|
| Total Purchase
Price |
|
$ |
8,354,076 |
|
| Assets acquired |
|
|
| Cash |
|
|
201,632 |
|
| Accounts receivable |
|
|
249,159 |
|
| Other assets |
|
|
384,232 |
|
| Inventory |
|
|
223,380 |
|
| Brand name |
|
|
1,144,000 |
|
| Proprietary technology |
|
|
272,000 |
|
| Non-compete agreement |
|
|
16,000 |
|
| Total
assets acquired |
|
|
2,490,403 |
|
| Liabilities assumed |
|
|
|
|
| Accounts payable and accrued expenses |
|
|
279,393 |
|
| Customer deposits |
|
|
25,194 |
|
| Total
liabilities assumed |
|
|
304,587 |
|
| Total fair value
of net assets acquired |
|
|
2,185,816 |
|
| Goodwill |
|
$ |
6,168,260 |
|
|
| [custom:ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumed4TableTextBlock] |
| Shares issued |
|
$ |
2,716,012 |
|
| Cash |
|
|
75,000 |
|
| Total Purchase Price |
|
$ |
2,791,012 |
|
| Assets acquired |
|
|
| Cash |
|
|
13,502 |
|
| Accounts receivable |
|
|
51,083 |
|
| Other assets |
|
|
12,950 |
|
| Inventory |
|
|
50,556 |
|
| Proprietary technology |
|
|
826,000 |
|
| Non-compete agreement |
|
|
65,000 |
|
| Total
assets acquired |
|
|
1,019,091 |
|
| Liabilities assumed |
|
|
|
|
| Accounts payable
and accrued expenses |
|
|
1,054,997 |
|
| Total
liabilities assumed |
|
|
1,054,997 |
|
| Total fair value
of net assets acquired |
|
|
(35,906 |
) |
| Goodwill |
|
$ |
2,826,918 |
|
|
| [custom:ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumed5TableTextBlock] |
| Total Purchase Price – shares
issued |
|
$ |
10,011,279 |
|
| Assets acquired |
|
|
| Cash |
|
|
11,364 |
|
| Accounts receivable |
|
|
47,964 |
|
| Other current assets |
|
|
15,085 |
|
| Other assets |
|
|
48,595 |
|
| Inventory |
|
|
1,253,755 |
|
| Brand name |
|
|
1,430,000 |
|
| Proprietary technology |
|
|
3,869,000 |
|
| Total
assets acquired |
|
|
6,675,763 |
|
| Liabilities assumed |
|
|
|
|
| Accounts payable and accrued expenses |
|
|
1,143,899 |
|
| Customer deposits |
|
|
1,766,993 |
|
| Notes payable |
|
|
2,749,091 |
|
| Total
liabilities assumed |
|
|
5,659,983 |
|
| Total fair value
of net assets acquired |
|
|
1,015,780 |
|
| Goodwill |
|
$ |
8,995,499 |
|
|
| Business Acquisition, Pro Forma Information [Table Text Block] |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three months ended October 31, 2021 |
|
Six
months ended October 31, 2021 |
| |
|
Red Cat |
|
Teal |
|
Consolidated |
|
Red Cat |
|
Teal |
|
Consolidated |
| Revenues |
|
$ |
1,863,239 |
|
|
$ |
104,016 |
|
|
$ |
1,967,255 |
|
|
$ |
3,259,990 |
|
|
$ |
416,063 |
|
|
$ |
3,676,053 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net Loss |
|
$ |
(2,740,601 |
) |
|
$ |
(301,783 |
) |
|
$ |
(3,042,384 |
) |
|
$ |
(4,298,373 |
) |
|
$ |
(1,467,770 |
) |
|
$ |
(5,766,143 |
) |
The
acquisition of Skypersonic was completed on May 7, 2021 and its activities during the period from May 1, 2021 to May 7, 2021 were immaterial
to the consolidated pro forma results.
The unaudited pro forma financial information has been compiled in a manner consistent with the Company's accounting policies,
and includes transaction costs, amortization of the acquired intangible assets, and other expenses directly related to each respective
acquisition. The unaudited pro forma financial information is based on estimates and assumptions which the Company believes are
reasonable and are not necessarily indicative of the results that would have been realized had the acquisitions closed on the dates indicated
in the tables, nor are they indicative of results of operations that may occur in the future.
Other
information related to the Company’s acquisitions include:
| |
|
The
purchase price allocation has been finalized for each acquisition based on the report from the valuation services firm engaged to
assist in the identification and valuation of intangible assets acquired. |
| |
|
The
fair value of shares issued by the Company as part of the consideration paid is normally based on the volume weighted average price
of the Company’s common stock for the twenty days prior to the closing of the transaction. For accounting purposes, the
shares issued are valued based on the closing stock price on the date that the transaction closes. |
| |
|
Goodwill
for Rotor Riot relates to its strong social media presence including more than 200,000 YouTube subscribers. Goodwill for Fat Shark
is attributable to its relationship with manufacturing sources in China and the potential to integrate its goggle technologies with
the Teal drone. Goodwill for Skypersonic relates to the future customers expected to leverage its “Fly Anywhere”
technologies in a wide range of commercial environments. Goodwill for Teal is ascribed to its existing relationship with several
U.S. government agencies including its classification as an approved vendor. |
| |
|
The
Company expects that the Goodwill recognized in each transaction will be deductible for tax purposes. The Company has reported
net losses since its inception and is presently unable to determine when and if the tax benefit of this deduction will be realized. |
|