0001368622false00013686222021-12-072021-12-07

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 7, 2021

 

AEROVIRONMENT, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-33261

 

95-2705790

(State or other jurisdiction of

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

incorporation or organization)

 

 

 

 

241 18th Street South, Suite 415

 

 

Arlington, Virginia

 

22202

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (805) 520-8350

 Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

AVAV

The NASDAQ Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   

Item 2.02.  Results of Operations and Financial Condition

 

On December 7, 2021, AeroVironment, Inc. (the “Company”) issued a press release announcing second quarter financial results for the period ended October 30, 2021, a copy of which is attached hereto as Exhibit 99.1.

Item 7.01. Regulation FD Disclosure

The information under Item 2.02 above is incorporated herein by reference.

Attached as Exhibit 99.2 hereto is a presentation containing additional information regarding the Company’s second quarter fiscal 2022 financial results for the period ended October 30, 2021. A copy of the presentation is also available on the investor relations section of the Company’s website at https://investor.avinc.com/events-and-presentations. The information contained on the Company’s website is not incorporated by reference into, and does not form a part of, this Current Report on Form 8-K.

 

In addition to historic information, this report, including the exhibits, contains forward-looking statements regarding events, performance and financial trends. Various factors could affect future results and could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. Some of those factors are identified in the exhibits, and in our periodic reports filed with the Securities and Exchange Commission.

The information in this Current Report on Form 8-K, including the exhibits, is furnished pursuant to Items 2.02 and 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing of AeroVironment, Inc. under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01.  Financial Statements and Exhibits

 

(d)  Exhibits.

 

Exhibit

 

 

Number

 

Description

99.1

 

Press release issued by AeroVironment, Inc., dated December 7, 2021.

99.2

Presentation regarding AeroVironment, Inc.’s second quarter fiscal 2022 financial results dated December 7, 2021.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

AEROVIRONMENT, INC.

 

 

 

 

 

 

Date: December 7, 2021

By:

/s/ Wahid Nawabi

 

 

Wahid Nawabi

 

 

President and Chief Executive Officer

3

Exhibit 99.1

Graphic

AeroVironment, Inc. Announces Second Quarter Results and Resets Guidance for Fiscal 2022

ARLINGTON, VA, December 7, 2021 — AeroVironment, Inc. (NASDAQ: AVAV), a global leader in intelligent, multi-domain robotic systems, today reported financial results for its fiscal second quarter ended October 30, 2021.

“While we achieved second quarter and first half results in line with our expectations, headwinds to our business have intensified in recent months, requiring us to reduce our full year outlook,” said Wahid Nawabi, AeroVironment president and chief executive officer. “The negative impact from supply chain delays, extended procurement cycles due to the global COVID-19 pandemic, slower decision making in Washington tied to Continuing Resolution related budget uncertainties and staffing shortages have prevented us from realizing the growth and bottom line results expected at the start of this fiscal year. We are diligently working to manage expenses and other challenges in light of our revised outlook but are realistic regarding the lack of visibility within this ongoing environment.

“Nevertheless, we made progress during the quarter and are executing on a strategy to deliver long-term improvement in our operating performance. We have begun to demonstrate synergies within our three recently acquired businesses, exemplified by the recent integration of Switchblade 300 with the Jump 20 Medium Unmanned Air System. At the same time, our impressive team continues to deliver on new product development, including the launch of the i45 N Mantis gimbal, providing superior intelligence, surveillance and reconnaissance (“ISR”) for night-time operations. Furthermore, we saw traction across other growth initiatives within our Tactical Missile Systems segment by securing new orders for our Switchblade 600 and demonstrating sensor-to-shooter operations with NATO.

“Despite current market headwinds, we remain well positioned to deliver long term shareholder value through our focus on winning new business leveraging our innovative capabilities and industry-leading technology. While resetting our expectations for 2022, we are taking all steps available to mitigate these challenges going forward, ensuring the company remains on track for a fifth consecutive year of top-line growth and a path to higher investor returns.”

FISCAL 2022 SECOND QUARTER RESULTS

Revenue for the second quarter of fiscal 2022 was $122.0 million, an increase of 32% from the second quarter of fiscal 2021 revenue of $92.7 million. The increase in revenue reflects an increase in service revenue of $23.9 million and product sales of $5.5 million. The increase in revenue was primarily due to revenue from the Medium Unmanned Aircraft Systems (“MUAS”) segment of $26.5 million and the Unmanned Ground Vehicles product line of $6.5 million, as a result of our acquisitions of Arcturus UAV and Telerob GmbH in February and May 2021, respectively. These increases were partially offset by a decrease in revenue in the Small Unmanned Aircraft Systems (“Small UAS”) segment of $3.4 million and in the other businesses of $1.1 million.

Gross margin for the second quarter of fiscal 2022 was $42.5 million, an increase of 4% from the second quarter of fiscal 2021 gross margin of $40.9 million. The increase in gross margin reflects higher service margin of $0.9 million and product margin of $0.7 million. As a percentage of revenue, gross margin decreased to 35% from 44%. Gross margin was impacted by $5.5 million of intangible amortization expense and other related non-cash purchase accounting expenses in the second quarter of fiscal 2022 as compared

1


to $0.7 million in the second quarter of fiscal 2021. With the acquisitions of Arcturus and the Intelligent Systems Group of Progeny Systems Corp. (“ISG”), we experienced a higher proportion of service revenue, which generally has lower gross margins than do product sales.

Income from operations for the second quarter of fiscal 2022 was $3.3 million, a decrease of $10.6 million from the second quarter of fiscal 2021 income from operations of $13.9 million. The decrease in income from operations was primarily the result of an increase in selling, general and administrative (“SG&A”) expense of $9.8 million and an increase in research and development (“R&D”) expense of $2.3 million, partially offset by an increase in gross margin of $1.6 million. SG&A expense included acquisition-related expenses and intangible amortization expense of $5.7 million in the second quarter of fiscal 2022 as compared to $0.4 million in the second quarter of fiscal 2021. SG&A expense in the current quarter also included additional headcount and support costs associated with the acquisitions of Arcturus UAV, ISG and Telerob.

Other expense, net, for the second quarter of fiscal 2022 was $11.4 million, as compared to other income, net of $0.2 million for the second quarter of fiscal 2021. The increase in other expense, net was primarily due to an additional legal accrual of $10.0 million for the expected settlement of all claims from the buyers of our former EES business and higher interest expense of $1.4 million resulting from the term debt issued concurrent with the acquisition of Arcturus UAV.

Benefit from income taxes for the second quarter of fiscal 2022 was $9.5 million, as compared to a provision for income taxes of $2.5 million for the second quarter of fiscal 2021. The increase in benefit from income taxes was primarily due to the decrease in income before income taxes and an increase in certain federal income tax credits.

Equity method investment income, net of tax, for the second quarter of fiscal 2022 was $1.1 million, as compared to equity method investment loss, net of tax, of $9.5 million for the second quarter of fiscal 2021. The increase in equity method investment income was due to an increase in our limited partnership investment. Equity method investment loss, net of tax, for the second quarter of fiscal 2021 included a loss of $8.4 million for our proportionate share of the HAPSMobile Inc. joint venture’s impairment of its investment in Loon LLC.

Net income attributable to AeroVironment for the second quarter of fiscal 2022 was $2.5 million, or $0.10 per diluted share, as compared to $2.1 million, or $0.09 per diluted share, for the second quarter of fiscal 2021.

Non-GAAP earnings per diluted share was $0.78 for the second quarter of fiscal 2022, as compared to $0.48 for the second quarter of fiscal 2021.

BACKLOG

As of October 30, 2021, funded backlog (remaining performance obligations under firm orders for which funding is currently appropriated to us under a customer contract) was $252.0 million, as compared to $211.8 million as of April 30, 2021.

FISCAL 2022 — REVISED OUTLOOK FOR THE FULL YEAR

Based on negative impact from supply chain delays, extended procurement cycles, slower decision making in Washington and staffing shortages, the Company has reduced its full year fiscal 2022 expectations and now expects revenue of between $440 million and $460 million, net loss of between $12 million and $8 million, Non-GAAP adjusted EBITDA of between $59 million and $65 million, loss per diluted share of between $(0.47) and $(0.33) and non-GAAP earnings per diluted share, which excludes litigation settlement expenses, acquisition-related expenses and amortization of intangible assets, of between $1.23 and $1.37.

The foregoing estimates are forward-looking and reflect management's view of current and future market conditions, subject to certain risks and uncertainties, and including certain assumptions with respect to our ability to efficiently and on a timely basis integrate our acquisitions, obtain and retain government contracts, changes in the timing and/or amount of government spending, changes in the demand for our products and

2


services, activities of competitors, changes in the regulatory environment, and general economic and business conditions in the United States and elsewhere in the world. Investors are reminded that actual results may differ materially from these estimates.

CONFERENCE CALL AND PRESENTATION

In conjunction with this release, AeroVironment, Inc. will host a conference call today, Tuesday, December 7, 2021, at 4:30 pm Eastern Time that will be webcast live. Wahid Nawabi, president and chief executive officer, Kevin P. McDonnell, chief financial officer and Jonah Teeter-Balin, senior director corporate development and investor relations, will host the call.

Investors may dial into the call by using the following telephone numbers, (877) 561-2749 (U.S.) or (678) 809-1029 (international) and providing the conference ID 3093207 five to ten minutes prior to the start time to allow for registration.

Investors with Internet access may listen to the live audio webcast via the Investor Relations page of the AeroVironment, Inc. website, http://investor.avinc.com. Please allow 15 minutes prior to the call to download and install any necessary audio software.

A supplementary investor presentation for the second quarter fiscal 2022 can be accessed at https://investor.avinc.com/events-and-presentations.

Audio Replay

An audio replay of the event will be archived on the Investor Relations section of the Company's website at http://investor.avinc.com.

ABOUT AEROVIRONMENT, INC.

AeroVironment (NASDAQ: AVAV) provides technology solutions at the intersection of robotics, sensors, software analytics and connectivity that deliver more actionable intelligence so you can Proceed with Certainty. Headquartered in Virginia, AeroVironment is a global leader in intelligent, multi-domain robotic systems, and serves defense, government and commercial customers. For more information, visit www.avinc.com.

FORWARD-LOOKING STATEMENTS

This press release contains "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words such as “believe,” “anticipate,” “expect,” “estimate,” “intend,” “project,” “plan,” or words or phrases with similar meaning. Forward-looking statements are based on current expectations, forecasts and assumptions that involve risks and uncertainties, including, but not limited to, economic, competitive, governmental and technological factors outside of our control, that may cause our business, strategy or actual results to differ materially from the forward-looking statements.

Factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, the impact of our recent acquisitions of Arcturus UAV, Telerob and ISG and our ability to successfully integrate them into our operations; the risk that disruptions will occur from the transactions that will harm our business; any disruptions or threatened disruptions to our relationships with our distributors, suppliers, customers and employees, including shortages in components for our products; the ability to timely and sufficiently integrate international operations into our ongoing business and compliance programs; reliance on sales to the U.S. government and related to our development of HAPS UAS; availability of U.S. government funding for defense procurement and R&D programs; changes in the timing and/or amount of government spending; our ability to perform under existing contracts and obtain new contracts; risks related to our international business, including compliance with export control laws; potential need for changes in our

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long-term strategy in response to future developments; the extensive regulatory requirements governing our contracts with the U.S. government and international customers; the consequences to our financial position, business and reputation that could result from failing to comply with such regulatory requirements; unexpected technical and marketing difficulties inherent in major research and product development efforts; the impact of potential security and cyber threats; changes in the supply and/or demand and/or prices for our products and services; the activities of competitors and increased competition; failure of the markets in which we operate to grow; uncertainty in the customer adoption rate of commercial use unmanned aircraft systems; failure to remain a market innovator, to create new market opportunities or to expand into new markets; changes in significant operating expenses, including components and raw materials; failure to develop new products or integrate new technology into current products; risk of litigation, including but not limited to pending litigation arising from the sale of our EES business; product liability, infringement and other claims; changes in the regulatory environment; the impact of the outbreak related to the strain of coronavirus known as COVID-19 on our business; our ability to comply with the covenants in our loan documents; our ability to attract and retain skilled employees; and general economic and business conditions in the United States and elsewhere in the world. For a further list and description of such risks and uncertainties, see the reports we file with the Securities and Exchange Commission. We do not intend, and undertake no obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise.

NON-GAAP MEASURES

In addition to the financial measures prepared in accordance with generally accepted accounting principles (GAAP), this earnings release also contains non-GAAP financial measures. See in the financial tables below the calculation of these measures, the reasons why we believe these measures provide useful information to investors, and a reconciliation of these measures to the most directly comparable GAAP measures.

– Financial Tables Follow –

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AeroVironment, Inc.

Consolidated Statements of Operations (Unaudited)

(In thousands except share and per share data)

Three Months Ended

Six Months Ended

 

October 30,

October 31,

October 30,

October 31,

    

2021

2020

 

2021

    

2020

 

Revenue:

Product sales

$

70,998

$

65,528

$

124,114

$

123,885

Contract services

 

51,010

27,137

 

98,903

 

56,230

 

122,008

92,665

 

223,017

 

180,115

Cost of sales:

Product sales

 

38,937

34,209

 

71,527

 

66,293

Contract services

 

40,616

17,605

 

80,312

 

37,560

 

79,553

51,814

 

151,839

 

103,853

Gross margin:

 

 

Product sales

32,061

31,319

52,587

57,592

Contract services

10,394

9,532

18,591

18,670

42,455

40,851

71,178

76,262

Selling, general and administrative

 

24,819

14,977

 

51,947

 

26,988

Research and development

 

14,297

11,976

 

28,005

 

23,079

Income (loss) from operations

 

3,339

13,898

 

(8,774)

 

26,195

Other (loss) income:

Interest (expense) income, net

 

(1,379)

115

 

(2,654)

 

323

Other (expense) income, net

 

(10,048)

72

 

(10,394)

 

105

(Loss) income before income taxes

 

(8,088)

14,085

 

(21,822)

 

26,623

(Benefit from) provision for income taxes

 

(9,511)

2,491

 

(10,468)

 

3,698

Equity method investment income (loss), net of tax

1,133

(9,522)

(8)

(10,810)

Net income (loss)

2,556

2,072

(11,362)

12,115

Net (income) loss attributable to noncontrolling interest

(31)

22

(94)

59

Net income (loss) attributable to AeroVironment, Inc.

$

2,525

$

2,094

$

(11,456)

$

12,174

Net income (loss) per share attributable to AeroVironment, Inc.

Basic

$

0.10

$

0.09

$

(0.47)

$

0.51

Diluted

$

0.10

$

0.09

$

(0.47)

$

0.50

Weighted-average shares outstanding:

Basic

 

24,641,614

23,936,950

 

24,630,838

 

23,914,737

Diluted

 

24,885,870

24,196,912

 

24,630,838

 

24,190,316

5


AeroVironment, Inc.

Consolidated Balance Sheets

(In thousands except share data)

October 30,

    

April 30,

2021

2021

    

(Unaudited)

 

Assets

Current assets:

Cash and cash equivalents

$

104,770

$

148,741

Short-term investments

6,311

31,971

Accounts receivable, net of allowance for doubtful accounts of $566 at October 30, 2021 and $595 at April 30, 2021

 

26,552

 

62,647

Unbilled receivables and retentions

 

119,031

 

71,632

Inventories

 

81,944

 

71,646

Income taxes receivable

11,708

Prepaid expenses and other current assets

 

13,761

 

15,001

Total current assets

 

364,077

 

401,638

Long-term investments

11,271

12,156

Property and equipment, net

 

68,217

 

58,896

Operating lease right-of-use assets

26,058

22,902

Deferred income taxes

 

2,900

 

2,061

Intangibles, net

110,620

106,268

Goodwill

335,888

314,205

Other assets

 

6,276

 

10,440

Total assets

$

925,307

$

928,566

Liabilities and stockholders’ equity

Current liabilities:

Accounts payable

$

21,443

$

24,841

Wages and related accruals

 

21,697

 

28,068

Customer advances

 

10,322

 

7,183

Current portion of long-term debt

10,000

10,000

Current operating lease liabilities

6,440

6,154

Income taxes payable

214

861

Other current liabilities

 

31,313

 

19,078

Total current liabilities

 

101,429

 

96,185

Long-term debt, net of current portion

182,769

187,512

Non-current operating lease liabilities

21,665

19,103

Other non-current liabilities

10,302

10,141

Liability for uncertain tax positions

 

3,518

 

3,518

Deferred income taxes

5,390

Commitments and contingencies

Stockholders’ equity:

Preferred stock, $0.0001 par value:

Authorized shares—10,000,000; none issued or outstanding at October 30, 2021 and April 30, 2021

 

 

Common stock, $0.0001 par value:

Authorized shares—100,000,000

Issued and outstanding shares—24,805,829 shares at October 30, 2021 and 24,777,295 shares at April 30, 2021

 

2

 

2

Additional paid-in capital

 

261,612

 

260,327

Accumulated other comprehensive (loss) income

 

(1,677)

 

343

Retained earnings

 

339,965

 

351,421

Total AeroVironment, Inc. stockholders’ equity

 

599,902

 

612,093

Noncontrolling interest

332

14

Total equity

600,234

612,107

Total liabilities and stockholders’ equity

$

925,307

$

928,566

6


AeroVironment, Inc.

Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

Six Months Ended

    

October 30,

    

October 31,

 

2021

2020

Operating activities

Net (loss) income

$

(11,362)

$

12,115

Adjustments to reconcile net (loss) income to cash (used in) provided by operating activities:

Depreciation and amortization

 

30,019

 

5,693

(Income) losses from equity method investments, net

(520)

10,810

Amortization of debt issuance costs

258

Realized gain from sale of available-for-sale investments

(11)

Provision for doubtful accounts

 

(35)

 

(156)

Other non-cash expense (income)

157

(473)

Non-cash lease expense

3,358

2,393

Loss on foreign currency transactions

 

30

 

2

Deferred income taxes

 

(840)

 

(621)

Stock-based compensation

 

2,342

 

3,509

Loss on disposal of property and equipment

3,036

2

Amortization of debt securities

113

(12)

Changes in operating assets and liabilities, net of acquisitions:

Accounts receivable

 

37,134

 

43,115

Unbilled receivables and retentions

 

(46,619)

 

5,264

Inventories

 

(10,075)

 

(6,244)

Income taxes receivable

(10,667)

Prepaid expenses and other assets

 

272

 

(1,029)

Accounts payable

 

(3,587)

 

(5,028)

Other liabilities

3,642

(10,736)

Net cash (used in) provided by operating activities

 

(3,344)

 

58,593

Investing activities

Acquisition of property and equipment

 

(13,147)

 

(6,052)

Equity method investments

(6,245)

(1,173)

Business acquisitions, net of cash acquired

(46,150)

Redemptions of available-for-sale investments

 

30,531

 

92,226

Purchases of available-for-sale investments

(116,945)

Other

224

Net cash used in investing activities

 

(34,787)

 

(31,944)

Financing activities

Principal payment of loan

(5,000)

Holdback and retention payments for business acquisition

(5,991)

Tax withholding payment related to net settlement of equity awards

(1,176)

(1,778)

Exercise of stock options

 

119

 

86

Other

(16)

Net cash used in financing activities

 

(12,064)

 

(1,692)

Effects of currency translation on cash and cash equivalents

(275)

Net (decrease) increase in cash, cash equivalents, and restricted cash

 

(50,470)

 

24,957

Cash, cash equivalents and restricted cash at beginning of period

 

157,063

 

255,142

Cash, cash equivalents and restricted cash at end of period

$

106,593

$

280,099

Supplemental disclosures of cash flow information

Cash paid, net during the period for:

Income taxes

$

1,923

$

2,364

Interest

$

2,283

$

Non-cash activities

Unrealized loss on available-for-sale investments, net of deferred tax benefit of $0 and $1 for the six months ended October 30, 2021 and October 31, 2020, respectively

$

3

$

61

Change in foreign currency translation adjustments

$

(2,017)

$

75

Issuances of inventory to property and equipment, ISR in-service assets

$

12,472

$

Acquisitions of property and equipment included in accounts payable

$

415

$

818

7


AeroVironment, Inc.

Reportable Segment Results (Unaudited)

(In thousands)

Three Months Ended October 30, 2021

    

Small UAS

    

TMS

    

MUAS

    

All other

    

Total

Revenue

$

54,714

$

18,418

$

26,525

$

22,351

$

122,008

Gross margin

27,754

6,222

2,223

6,256

42,455

Income (loss) from operations

13,377

47

(7,000)

(3,085)

3,339

Acquisition-related expenses

297

163

108

280

848

Amortization of acquired intangible assets and other purchase accounting adjustments

707

-

6,358

3,257

10,322

Adjusted income (loss) from operations

$

14,381

$

210

$

(534)

$

452

$

14,509

Three Months Ended October 31, 2020

Small UAS

    

TMS

    

MUAS

    

All other

    

Total

Revenue

$

58,265

$

18,961

$

-

$

15,439

$

92,665

Gross margin

29,695

5,943

-

5,213

40,851

Income (loss) from operations

15,386

(995)

-

(493)

13,898

Acquisition-related expenses

171

94

58

91

414

Amortization of acquired intangible assets and other purchase accounting adjustments

715

-

-

-

715

Adjusted income (loss) from operations

$

16,272

$

(901)

$

58

$

(402)

$

15,027

Six Months Ended October 30, 2021

    

Small UAS

    

TMS

    

MUAS

    

All other

    

Total

Revenue

$

94,638

$

37,594

$

48,904

$

41,881

$

223,017

Gross margin

44,674

12,211

5,404

8,889

71,178

Income (loss) from operations

15,335

(416)

(13,381)

(10,312)

(8,774)

Acquisition-related expenses

721

414

1,492

1,475

4,102

Amortization of acquired intangible assets and other purchase accounting adjustments

1,414

-

11,549

6,483

19,446

Adjusted income (loss) from operations

$

17,470

$

(2)

$

(340)

$

(2,354)

$

14,774

Six Months Ended October 31, 2020

Small UAS

    

TMS

    

MUAS

    

All other

    

Total

Revenue

$

114,467

$

28,495

$

-

$

37,153

$

180,115

Gross margin

57,178

7,863

-

11,221

76,262

Income (loss) from operations

30,583

(5,140)

-

752

26,195

Acquisition-related expenses

171

94

58

91

414

Amortization of acquired intangible assets and other purchase accounting adjustments

1,376

-

-

-

1,376

Adjusted income (loss) from operations

$

32,130

$

(5,046)

$

58

$

843

$

27,985

8


AeroVironment, Inc.

Reconciliation of non-GAAP Earnings per Diluted Share (Unaudited)

Three Months Ended

Three Months Ended

Six Months Ended

Six Months Ended

    

October 30, 2021

October 31, 2020

October 30, 2021

October 31, 2020

Earnings (loss) per diluted share

$

0.10

$

0.09

$

(0.47)

$

0.50

Acquisition-related expenses

0.03

0.02

0.15

0.02

Amortization of acquired intangible assets and other purchase accounting adjustments

0.33

0.02

0.62

0.04

HAPSMobile Inc. JV impairment of investment in Loon LLC

0.35

0.35

Legal accrual related to our former EES business

0.32

0.32

Earnings per diluted share as adjusted (Non-GAAP)

$

0.78

0.48

$

0.62

$

0.91

Reconciliation of Forecast Earnings per Diluted Share (Unaudited)

Fiscal year ending

    

April 30, 2022

Forecast loss per diluted share

$

(0.47) - (0.33)

Acquisition-related expenses

0.16

Amortization of acquired intangible assets and other purchase accounting adjustments

1.22

Legal accrual related to our former EES business

0.32

Forecast earnings per diluted share as adjusted (Non-GAAP)

$

1.23 - 1.37

Reconciliation of Fiscal Year 2021 Actual and 2022 Forecast Non-GAAP adjusted EBITDA (Unaudited)

Fiscal year ending

Fiscal year ending

(in millions)

April 30, 2022

April 30, 2021

Net (loss) income

$

(12) - (8)

$

23

Interest expense, net

5

1

Benefit from income taxes

(12) - (9)

1

Depreciation and amortization

65

19

EBITDA (Non-GAAP)

46 - 53

44

HAPSMobile Inc. JV impairment of investment in Loon LLC

10

Equity method investment gain

(2)

Legal accrual related to our former EES business

10

9

Acquisition-related expenses

5 - 4

9

Adjusted EBITDA (Non-GAAP)

$

59 - 65

$

72

9


Statement Regarding Non-GAAP Measures

The non-GAAP measures set forth above should be considered in addition to, and not as a replacement for or superior to, the comparable GAAP measures, and may not be comparable to similarly titled measures reported by other companies. Management believes that these measures provide useful information to investors by offering additional ways of viewing our results that, when reconciled to the corresponding GAAP measures, help our investors to understand the long-term profitability trends of our business and compare our profitability to prior and future periods and to our peers. In addition, management uses these non-GAAP measures to evaluate our operating and financial performance.

Non-GAAP Adjusted Operating Income

Adjusted operating income is defined as operating income before intangible amortization, amortization of non-cash purchase accounting adjustments, and acquisition related expenses.

Non-GAAP Earnings per Diluted Share

We exclude the acquisition-related expenses, amortization of acquisition-related intangible assets and one-time non-operating items because we believe this facilitates more consistent comparisons of operating results over time between our newly acquired and existing businesses, and with our peer companies. We believe, however, that it is important for investors to understand that such intangible assets contribute to revenue generation and that intangible asset amortization will recur in future periods until such intangible assets have been fully amortized.

Adjusted EBITDA (Non-GAAP)

Adjusted EBITDA is defined as net income before interest income, interest expense, income tax expense (benefit) and depreciation and amortization including amortization of purchase accounting adjustments, adjusted for the impact of certain other items, including acquisition related expenses, equity method investment gains or losses, and one-time non-operating gains or losses. We present Adjusted EBITDA, which is not a recognized financial measure under U.S. GAAP, because we believe it is frequently used by analysts, investors and other interested parties to evaluate companies in our industry. We believe this facilitates more consistent comparisons of operating results over time between our newly acquired and existing businesses, and with our peer companies. We believe, however, that it is important for investors to understand that such intangible assets contribute to revenue generation, intangible asset amortization will recur in future periods until such intangible assets have been fully amortized and that interest and income tax expenses will recur in future periods. In addition, Adjusted EBITDA may not be comparable to similarly titled measures used by other companies in our industry or across different industries.

10


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Exhibit 99.2

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© 2021 AeroVironment, Inc. Slide 1 052620 SECOND QUARTER FISCAL YEAR 2022 EARNINGS PRESENTATION Dec 7, 2021

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© 2021 AeroVironment, Inc. Slide 2 052620 o Certain statements in this presentation may constitute "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words such as “believe,” “anticipate,” “expect,” “estimate,” “intend,” “project,” “plan,” or words or phrases with similar meaning. Forward-looking statements are based on current expectations, forecasts and assumptions that involve risks and uncertainties, including, but not limited to, economic, competitive, governmental and technological factors outside of our control, that may cause our business, strategy or actual results to differ materially from the forward-looking statements. o Factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to the impact of our recent acquisitions of Arcturus UAV, Inc., Telerob GmbH and the Intelligent Systems Group of Progeny Systems Corp. and our ability to successfully integrate them into our operations; the risk that disruptions will occur from the transactions that will harm our business; any disruptions or threatened disruptions to our relationships with our distributors, suppliers, customers and employees, including shortages in components for our products; the ability to timely and sufficiently integrate international operations into our ongoing business and compliance programs; reliance on sales to the U.S. government and related to our development of HAPS UAS; availability of U.S. government funding for defense procurement and R&D programs; changes in the timing and/or amount of government spending; our ability to perform under existing contracts and obtain new contracts; risks related to our international business, including compliance with export control laws; potential need for changes in our long-term strategy in response to future developments; the extensive regulatory requirements governing our contracts with the U.S. Government and international customers; the consequences to our financial position, business and reputation that could result from failing to comply with such regulatory requirements; unexpected technical and marketing difficulties inherent in major research and product development efforts; the impact of potential security and cyber threats; changes in the supply and/or demand and/or prices for our products and services; the activities of competitors and increased competition; failure of the markets in which we operate to grow; uncertainty in the customer adoption rate of commercial use unmanned aircraft systems; failure to remain a market innovator, to create new market opportunities or to expand into new markets; changes in significant operating expenses, including components and raw materials; failure to develop new products or integrate new technology into current products; risk of litigation, including but not limited to pending litigation arising from the sale of our EES business; product liability, infringement and other claims; changes in the regulatory environment; the impact of the outbreak related to the strain of coronavirus known as COVID-19 on our business; our ability to comply with the covenants in our loan documents; our ability to attract and retain skilled employees; and general economic and business conditions in the United States and elsewhere in the world. For a further list and description of such risks and uncertainties, see the reports we file with the Securities and Exchange Commission. We do not intend, and undertake no obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise. o For a further list and description of such risks and uncertainties, see the reports we file with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are available at www.sec.gov or on our website at www.investor.avinc.com/financial-information. We do not intend, and undertake no obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise. SAFE HARBOR STATEMENT

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© 2021 AeroVironment, Inc. Slide 3 052620 o Achieved Q2 performance and first half results in line with expectations o Reducing full year outlook due to supply chain delays, extended procurement cycles due to the global COVID-19 pandemic, slower decision making in Washington, and staffing shortages o Strong backlog driven by both organic and acquired businesses o Despite market headwinds, Company remains on track to deliver 5th consecutive year of solid top line growth 2ND QUARTER FISCAL YEAR 2022 KEY MESSAGES

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© 2021 AeroVironment, Inc. Slide 4 052620 SECOND QUARTER RESULTS FISCAL YEAR 2022 Metric Q2 FY22 Year-Over- Year Change Notes Revenue $122 million +32% Consistent with expectations GAAP Gross profit $42.5 million +4% Driven by increased sales volumes partially offset by increasing mix of services, intangible amortization expenses and other non-cash purchase accounting impacts EPS (diluted) $0.10 +$0.01 Affected by increased sales volumes and tax benefits partially offset by lower gross margin mix, increase in SG&A resulting from acquisitions, legal accrual, and transaction related intangible amortization and other expenses Non-GAAP EPS (diluted)1 $0.78 +$0.30 Driven by increased sales volumes and tax benefits partially offset by sales mix and increased expenses resulting from acquisitions Funded Backlog $252 million +93% Strong customer backlog driven by both organic and acquisition increases 1 Refer to Reconciliation of Non-GAAP Diluted Earnings Per Share on Appendix A.

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© 2021 AeroVironment, Inc. Slide 5 052620 REVENUE MIX BY SEGMENT AND TYPE Q2 FY21 Q3 FY21 Q4 FY21 Q1 FY22 Q2 FY222 Other $15,439 $8,648 $10,152 $19,530 $22,351 TMS $18,961 $19,598 $39,175 $19,176 $18,418 MUAS $- $- $15,837 $22,379 $26,525 SUAS $58,265 $50,536 $70,851 $39,924 $54,714 $- $20,000 $40,000 $60,000 $80,000 $100,000 $120,000 $140,000 $160,000 Revenue in thousands Quarterly Revenue By Segment $122,008 $92,665 $101,009 $136,015 $78,782 71% 74% 71% 53% 58% 29% 26% 29% 47% 42% 44% 36% 44% 28% 35% 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% 50% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% Q2 FY21 Q3 FY21 Q4 FY21 Q1 FY22 Q2 FY22 Gross Margin Percentage Quarterly Revenue Quarterly Revenue by Type Product Revenue Service Revenue GAAP Gross Margin

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© 2021 AeroVironment, Inc. Slide 6 052620 ADJUSTED PROFITABILITY BY TYPE AND NON-GAAP EPS 49% 40% 51% 42% 48% 35% 30% 32% 22% 27% 45% 37% 46% 32% 39% 0% 10% 20% 30% 40% 50% 60% Q2 FY21 Q3 FY21 Q4 FY21 Q1 FY22 Q2 FY22 Percentage Adjusted Gross Margin 1 Adj Product Margin Adj Service Margin Total Adj Gross Margin 0.48 0.78 $- $0.10 $0.20 $0.30 $0.40 $0.50 $0.60 $0.70 $0.80 $0.90 Q2 FY21 Q2 FY22 Non - GAAP Diluted EPS 2 1 Refer to GAAP to NON-GAAP reconciliation on Appendix C. 2 Refer to Reconciliation of Non-GAAP Diluted Earnings Per Share on Appendix A. 1

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© 2021 AeroVironment, Inc. Slide 7 052620 VISIBILITY SUPPORTS REVISED FULL YEAR EXPECTATIONS $101.0 $223.0 $198.1 $215.5 $171.3 $108.7 $18.4 $5.2 $43.1 $39.9 $6.0 $- $100 $200 $300 $400 $500 $600 Q4 FY21 (6/28/21) Q1 FY22 Q2 FY22 Q3 FY22 Revenue (millions) Revenue Anticipated This FY from Unfunded Backlog Revenue Anticipated This FY from Qtr-To-Date Bookings, including backlog from acquired businesses Revenue Anticipated This FY from Funded Backlog Revenue Year-To-Date Revenue Guidance Range as of 12/7/21: $440 million to $460 million 61% visibility 1 Q3 FY 22 1 Based on midpoint of prior guidance range of $560 million to $580 million 2 Based on midpoint of revised guidance range of $440 million to $460 million 66% visibility 1 90% visibility 2 Revenue Guidance Range as of 6/28/21: $560 million to $580 million

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© 2021 AeroVironment, Inc. Slide 8 052620 UPDATED GUIDANCE: FISCAL 2022 OUTLOOK As of 12/7/21 Fiscal Year 2021 Results Fiscal Year 2022 Revised Expectations 2 Expected Change (to midpoint) Revenue $395 million $440 million - $460 million +14% Net Income/(Loss) from continuing operations $23 million ($12) million –($8) million (143%) Adjusted EBITDA 1 $72 million $59 million – $65 million (13%) Earnings/(Loss) Per Share (diluted) $0.96 ($0.47) –($0.33) (143%) Non-GAAP Earnings Per Share (diluted) $2.10 3 $1.23 – $1.37 4 (38%) Research & Development Investment 14% 11% – 12% - Tax Rate (Benefit on Pre-Tax Loss) 1.6% (40% – 50%) - Capital Expenditures 3% 5% – 7% - DESPITE HEADWINDS, COMPANY IS WELL POSITIONED IN KEY MARKETS AND ON TRACK TO DELIVER 5TH CONSECUTIVE YEAR OF TOP LINE GROWTH 1 Refer to Adjusted EBITDA reconciliation on Appendix D. 2 Updates reflect final purchase accounting effects of intangible asset amortization. 3 Refer to Reconciliation of Non-GAAP Diluted Earnings Per Share on Appendix A. 4 Refer to Reconciliation of Fiscal Year 2022 Non-GAAP Diluted Earnings Per Share Expectations on Appendix B.

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© 2021 AeroVironment, Inc. Slide 9 052620 Investor Relations ir@avinc,com +1 (805) 520-8350

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© 2021 AeroVironment, Inc. Slide 10 052620 APPENDIX A– RECONCILIATION OF NON-GAAP (LOSS) EARNINGS PER DILUTED SHARE (UNAUDITED)

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© 2021 AeroVironment, Inc. Slide 11 052620 APPENDIX B– RECONCILIATION OF FISCAL YEAR 2022 NON-GAAP DILUTED EARNINGS PER SHARE EXPECTATIONS (UNAUDITED)

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© 2021 AeroVironment, Inc. Slide 12 052620 APPENDIX C – GAAP TO NON-GAAP RECONCILIATION OF ADJUSTED GROSS MARGIN Fiscal 2nd Quarter Fiscal 3rd Quarter Fiscal 4th Quarter Fiscal 1st Quarter Fiscal 2nd Quarter (in thousands) FY 2021 FY 2021 FY 2021 FY 2022 FY 2022 Adjusted Gross Margin Products Gross Margin $ 31,319 $ 22,602 $ 48,980 $ 20,526 $ $32,061 Intangible Amortization 623 623 623 1,667 1,986 Adjusted Gross Margin $ 31,942 $ 23,225 $ 49,603 $ 22,193 $ 34,047 Adjusted Gross Margin % of Revenue 49% 40% 51% 42% 48% Services Gross Margin $ 9,532 $ 6,039 $ 10,675 $ 8,197 $ 10,394 Intangible Amortization -- 1,960 2,362 3,188 Adjusted Gross Margin $ 9,532 $ 6,039 $ 12,635 $ 10,559 $ 13,582 Adjusted Gross Margin % of Revenue 35% 30% 32% 22% 27%

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© 2021 AeroVironment, Inc. Slide 13 052620 APPENDIX D – GAAP TO NON-GAAP RECONCILIATION OF ADJUSTED EBITDA