0001558370-24-002395 | 10-Q | XBRL Viewer

Business Acquisitions (Tables)

9 Months Ended

Jan. 27, 2024

Summary of the provisional allocation of the purchase price over the estimated fair value of the assets and liabilities assumed in the acquisition

The following table summarizes the final allocation of the purchase price over the estimated fair value of the assets and liabilities assumed in the acquisition of Planck. During the three months ended July 29, 2023, the Company finalized its determination of the fair value of the assets and liabilities assumed in the acquisition of Planck and no significant changes were recorded from the original estimation (in thousands):


	August 17,
	2022
Fair value of assets acquired:
Technology	$	3,200
Backlog		700
Inventories		109
Other assets		19
Property and equipment, net		13
Goodwill		1,633
Total identifiable net assets	$	5,674

Fair value of liabilities assumed:
Customer advances		69
Total liabilities assumed		69
Total identifiable net assets	$	5,605

Fair value of consideration transferred:
Cash	$	5,105
Holdback		500
Total consideration	$	5,605

Summary of unaudited pro forma summary presents condensed consolidated information of the Company as if the business combination had occurred

The following unaudited pro forma summary presents condensed consolidated information of the Company as if the business acquisition had occurred on May 1, 2021 (in thousands):


	Three Months Ended		Nine Months Ended
	January 28,		January 28,
	2023		2023
Revenue	$	134,395	$	357,411
Net loss attributable to AeroVironment, Inc.	$	(390)	$	(13,840)

Tomahawk Robotics, Inc

Summary of the provisional allocation of the purchase price over the estimated fair value of the assets and liabilities assumed in the acquisition

The following table summarizes the provisional allocation of the purchase price over the estimated fair value of the assets and liabilities assumed in the acquisition of Tomahawk. The purchase price allocation is expected to be finalized as soon as practicable within the measurement period, but not later than one year following the acquisition date (in thousands):


	September 15,
	2023
Fair value of assets acquired:
Accounts receivable	$	2,314
Unbilled receivable		993
Inventories, net		2,882
Prepaid and other current assets		148
Property and equipment, net		1,789
Operating lease assets		1,337
Other assets		71
Technology		39,000
Customer relationship		4,800
Trademarks		1,600
Deferred tax asset		3,603
Goodwill		94,676
Total identifiable net assets	$	153,213

Fair value of liabilities assumed:
Accounts payable		3,788
Wages and related accruals		620
Customer advances		1,648
Current operating lease liabilities		482
Other current liabilities		411
Non-current operating lease liabilities		855
Other non-current liabilities		7
Deferred income taxes		11,035
Total liabilities assumed		18,846
Total identifiable net assets	$	134,367

Fair value of consideration transferred:
Equity consideration	$	109,820
Cash consideration, net of cash acquired		24,157
Holdback		390
Total consideration	$	134,367

Summary of unaudited pro forma summary presents condensed consolidated information of the Company as if the business combination had occurred

The following unaudited pro forma summary presents condensed consolidated information of the Company as if the business acquisition had occurred on May 1, 2022 (in thousands):


	Three Months Ended				Nine Months Ended
	January 27,		January 28,		January 27,		January 28,
	2024		2023		2024		2023
Revenue	$	186,578	$	137,222	$	530,262	$	362,977
Net income (loss) attributable to AeroVironment, Inc.	$	13,831	$	(3,765)	$	50,849	$	(26,664)

Income Taxes (Details) - USD ($)	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($)	Jan. 27, 2024	Jan. 28, 2023	Jan. 27, 2024	Jan. 28, 2023
Income taxes
Provision for (benefit from) income taxes	$ 1,259,000	$ (531,000)	$ 3,710,000	$ (8,382,000)
Effective tax benefit rate (as a percent)	8.30%	67.20%	6.30%	38.30%

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jan. 27, 2024	Jan. 28, 2023	Jan. 27, 2024	Jan. 28, 2023
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
Net income (loss)	$ 13,885	$ (676)	$ 53,620	$ (15,694)
Other comprehensive income (loss):
Unrealized gain on available-for-sale investments, net of deferred tax expense of $0 for the three and nine months ended January 28, 2023, respectively				26
Change in foreign currency translation adjustments	1,189	3,425	(436)	1,433
Total comprehensive income (loss)	15,074	2,749	53,184	(14,235)
Net income attributable to noncontrolling interest				(45)
Comprehensive income (loss) attributable to AeroVironment, Inc.	$ 15,074	$ 2,749	$ 53,184	$ (14,280)

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income (loss) and other comprehensive income (loss), attributable to noncontrolling interests. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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+ Details

Equity Method Investments	9 Months Ended
Jan. 27, 2024
Equity Method Investments
Equity Method Investments	5. Equity Method Investments Investments in Limited Partnership Funds In July 2019, the Company made its initial capital contribution to a limited partnership fund focusing on highly relevant technologies and start-up companies serving defense and industrial markets. Under the terms of the limited partnership agreement, the Company contributed a total of $10,000,000 during the fiscal years ended April 30, 2021 and 2022, and there were no further contribution commitments to this fund as of April 30, 2022. In March 2022, the Company entered into a limited partnership agreement with a second limited partnership fund also focusing on highly relevant technologies and start-up companies serving defense and industrial markets. Under the terms of the second limited partnership agreement, the Company is committed to contributions totaling $20,000,000 over an expected five year period. During the fiscal year ended April 30, 2023, the Company made total contributions of $5,778,000. The Company made a capital contribution of $1,875,000 during the three months ended October 28, 2023. Under the terms of the second limited partnership agreement, the Company has committed to make additional capital contributions of $12,347,000 to the fund. The Company accounts for investments in limited partnerships as equity method investments as the Company is deemed to have influence when it holds more than a minor interest. For the three and nine months ended January 27, 2024, the Company recorded its ownership percentage of the net losses of the limited partnerships, or $(80,000) and $(1,494,000), respectively, in equity method investment loss, net of $0 tax in the unaudited condensed consolidated statements of operations, respectively. For the three and nine months ended January 28, 2023, the Company recorded its ownership percentage of the net loss of the limited partnership, or $(417,000) and $(2,190,000), respectively, in equity method investment loss, net of $0 tax in the unaudited condensed consolidated statements of operations, respectively. At January 27, 2024 and April 30, 2023, the carrying value of the investments in the limited partnership funds of $19,022,000 and $18,644,000, respectively, which is recorded in long-term investments on the unaudited condensed consolidated balance sheet. Investment in Altoy On September 15, 2021, the Company entered into a Share Sale and Purchase Agreement with Toygun whereby the Company sold 35% of the common shares of Altoy to Toygun. On October 14, 2022, the company sold an additional 35% of the common shares of Altoy to Toygun. As a result of the sales, the Company decreased its interest in Altoy from 85% to 15%. The Company no longer controls Altoy, and therefore, has deconsolidated Altoy in the Company’s unaudited condensed consolidated financial statements. The Company maintains significant influence, accounts for its investment in Altoy as an equity method investment and records its proportion of any gains or losses of Altoy in equity method investment loss, net of tax. For the three and nine months ended January 27, 2024 and January 28, 2023, the Company recorded $0 for its ownership percentage of the net loss of Altoy in equity method investment loss, net of tax in the unaudited condensed consolidated statements of operations. At January 27, 2024 and April 30, 2023, the carrying value of the investment in Altoy of $71,000 and $114,000, respectively, was recorded in other assets on the unaudited condensed consolidated balance sheet.

Equity Method Investments

9 Months Ended

Jan. 27, 2024

Equity Method Investments

Equity Method Investments

5. Equity Method Investments

Investments in Limited Partnership Funds

In July 2019, the Company made its initial capital contribution to a limited partnership fund focusing on highly relevant technologies and start-up companies serving defense and industrial markets. Under the terms of the limited partnership agreement, the Company contributed a total of $10,000,000 during the fiscal years ended April 30, 2021 and 2022, and there were no further contribution commitments to this fund as of April 30, 2022. In March 2022, the Company entered into a limited partnership agreement with a second limited partnership fund also focusing on highly relevant technologies and start-up companies serving defense and industrial markets. Under the terms of the second limited partnership agreement, the Company is committed to contributions totaling $20,000,000 over an expected five year period. During the fiscal year ended April 30, 2023, the Company made total contributions of $5,778,000. The Company made a capital contribution of $1,875,000 during the three months ended October 28, 2023. Under the terms of the second limited partnership agreement, the Company has committed to make additional capital contributions of $12,347,000 to the fund. The Company accounts for investments in limited partnerships as equity method investments as the Company is deemed to have influence when it holds more than a minor interest. For the three and nine months ended January 27, 2024, the Company recorded its ownership percentage of the net losses of the limited partnerships, or $(80,000) and $(1,494,000), respectively, in equity method investment loss, net of $0 tax in the unaudited condensed consolidated statements of operations, respectively. For the three and nine months ended January 28, 2023, the Company recorded its ownership percentage of the net loss of the limited partnership, or $(417,000) and $(2,190,000), respectively, in equity method investment loss, net of $0 tax in the unaudited condensed consolidated statements of operations, respectively. At January 27, 2024 and April 30, 2023, the carrying value of the investments in the limited partnership funds of $19,022,000 and $18,644,000, respectively, which is recorded in long-term investments on the unaudited condensed consolidated balance sheet.

Investment in Altoy

On September 15, 2021, the Company entered into a Share Sale and Purchase Agreement with Toygun whereby the Company sold 35% of the common shares of Altoy to Toygun. On October 14, 2022, the company sold an additional 35% of the common shares of Altoy to Toygun. As a result of the sales, the Company decreased its interest in Altoy from 85% to 15%. The Company no longer controls Altoy, and therefore, has deconsolidated Altoy in the Company’s unaudited condensed consolidated financial statements. The Company maintains significant influence, accounts for its investment in Altoy as an equity method investment and records its proportion of any gains or losses of Altoy in equity method investment loss, net of tax. For the three and nine months ended January 27, 2024 and January 28, 2023, the Company recorded $0 for its ownership percentage of the net loss of Altoy in equity method investment loss, net of tax in the unaudited condensed consolidated statements of operations. At January 27, 2024 and April 30, 2023, the carrying value of the investment in Altoy of $71,000 and $114,000, respectively, was recorded in other assets on the unaudited condensed consolidated balance sheet.

Segments - Assets (Details) - USD ($) $ in Thousands	Jan. 27, 2024	Apr. 30, 2023
Segment Reporting Information [Line Items]
Total assets	$ 980,299	$ 824,577
Product segments
Segment Reporting Information [Line Items]
Total assets	980,299	824,577
UMS \| Product segments
Segment Reporting Information [Line Items]
Total assets	525,817	474,417
LMS \| Product segments
Segment Reporting Information [Line Items]
Total assets	148,598	103,375
MW \| Product segments
Segment Reporting Information [Line Items]
Total assets	45,201	39,650
Corporate \| Product segments
Segment Reporting Information [Line Items]
Total assets	$ 260,683	$ 207,135

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

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-Paragraph 1
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-Publisher FASB
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://fasb.org/us-gaap/role/ref/legacyRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1

+ Details

Inventories, net (Tables)

9 Months Ended

Jan. 27, 2024

Inventories, net

Schedule of inventories, net

Inventories consist of the following (in thousands):


	January 27,		April 30,
	2024		2023


Raw materials	$	65,296	$	67,775
Work in process		56,819		43,276
Finished goods		63,690		42,968
Inventories, gross		185,805		154,019
Reserve for inventory excess and obsolescence		(24,421)		(15,205)
Inventories, net	$	161,384	$	138,814

Goodwill (Details)	9 Months Ended
Goodwill (Details)	Jan. 27, 2024 USD ($)
Goodwill
Goodwill, Beginning Balance	$ 180,801,000
Additions to goodwill	94,676,000
Change to goodwill	(288,000)
Goodwill, Ending Balance	275,189,000
UMS
Goodwill
Goodwill, Beginning Balance	161,547,000
Additions to goodwill	94,676,000
Change to goodwill	(288,000)
Goodwill, Ending Balance	255,935,000
MW
Goodwill
Goodwill, Beginning Balance	19,254,000
Goodwill, Ending Balance	19,254,000
MUAS
Goodwill
Goodwill, Ending Balance	134,140,000
Intangible assets	$ 14,636,000

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
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-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
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-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

Organization and Significant Accounting Policies - Revenue by Category (Details) - USD ($)	3 Months Ended		9 Months Ended
	Jan. 27, 2024	Jan. 28, 2023	Jan. 27, 2024	Jan. 28, 2023
Disaggregation of revenue
Revenue	$ 186,578,000	$ 134,395,000	$ 519,741,000	$ 354,495,000
Contract Liability
Disaggregation of revenue
Revenue	610,000	369,000	3,026,000	3,374,000
Domestic
Disaggregation of revenue
Revenue	62,865,000	55,955,000	186,445,000	174,135,000
International
Disaggregation of revenue
Revenue	123,713,000	78,440,000	333,296,000	180,360,000
U.S. government
Disaggregation of revenue
Revenue	133,761,000	83,398,000	385,069,000	226,191,000
Non-U.S. government
Disaggregation of revenue
Revenue	52,817,000	50,997,000	134,672,000	128,304,000
FFP
Disaggregation of revenue
Revenue	167,256,000	109,119,000	457,077,000	275,184,000
CPFF
Disaggregation of revenue
Revenue	17,925,000	24,115,000	59,445,000	75,583,000
T&M
Disaggregation of revenue
Revenue	1,397,000	1,161,000	3,219,000	3,728,000
UMS
Disaggregation of revenue
Revenue	113,290,000	92,329,000	344,270,000	221,738,000
LMS
Disaggregation of revenue
Revenue	57,658,000	24,015,000	118,824,000	78,127,000
MW
Disaggregation of revenue
Revenue	$ 15,630,000	$ 18,051,000	$ 56,647,000	$ 54,630,000

Fair Value Measurements - Acquisitions (Details)	Sep. 12, 2022 USD ($) $ / shares shares	Sep. 09, 2022 USD ($) shares	May 03, 2021 USD ($)	May 03, 2021 EUR (€)	Jan. 27, 2024 USD ($)	Jan. 27, 2024 EUR (€)	Apr. 30, 2023 USD ($)	Apr. 30, 2023 EUR (€)
Amprius Technologies, Inc.
Fair Value Measurement
Company Invested amount	$ 5,000,000
Amprius Technologies, Inc. \| Equity securities
Fair Value Measurement
Number of shares purchased \| shares	500,000
Amprius Technologies, Inc. \| Redeemable warrant
Fair Value Measurement
Number of warrants acquired \| shares	500,000
Exercise Price of warrants \| $ / shares	$ 12.50
Redemption price \| $ / shares	$ 20.00
Amprius Technologies, Inc. \| Redeemable warrant \| Measurement Input, Exercise Price
Fair Value Measurement
Investment in warrants	11.50
Amprius Technologies, Inc. \| Redeemable warrant \| Measurement Input, Redemption Price
Fair Value Measurement
Investment in warrants	18.00
Nauticus Robotics, Inc. \| Equity securities
Fair Value Measurement
Company Invested amount		$ 100,000
Number of shares purchased \| shares		10,000
Telerob
Fair Value Measurement
Period to obtain target			36 months	36 months
Amount of earnout amount not achieved			$ 2,170,000		$ 2,170,000	€ 2,000,000
Amount of second year earnout amount achieved							$ 2,132,000	€ 2,000,000
Telerob \| Maximum
Fair Value Measurement
Additional cash consideration			$ 6,511,000	€ 6,000,000

Intangibles, net - Intangibles included in other assets on the balance sheet (Details) - USD ($) $ in Thousands	Jan. 27, 2024	Apr. 30, 2023
Intangibles, net
Intangibles, gross	$ 185,094	$ 138,453
Less accumulated amortization	(107,497)	(94,876)
Intangibles, net	77,597	43,577
Technology
Intangibles, net
Intangibles, gross	101,160	60,817
Licenses
Intangibles, net
Intangibles, gross	1,008	1,008
Customer relationships
Intangibles, net
Intangibles, gross	77,378	72,645
Backlog.
Intangibles, net
Intangibles, gross	2,862	2,895
In-process research and development
Intangibles, net
Intangibles, gross	550	550
Non-compete agreements
Intangibles, net
Intangibles, gross	320	320
Trademarks and tradenames
Intangibles, net
Intangibles, gross	1,668	68
Other
Intangibles, net
Intangibles, gross	$ 148	$ 150

Share Repurchase Plan and Issuances (Details)	Jan. 28, 2023 USD ($)
Share Repurchase Plan and Issuances
Stock Repurchase Program, Authorized Amount	$ 0

Leases (Tables)

9 Months Ended

Jan. 27, 2024

Leases

Schedule of components of lease costs

The components of lease costs recorded in cost of sales and selling, general and administrative (“SG&A”) expense were as follows (in thousands):


	Nine Months Ended		Nine Months Ended
	January 27,		January 28,
	2024		2023
Operating lease cost	$	6,923	$	5,866
Short term lease cost		984		662
Variable lease cost		1,192		1,485
Sublease income		—		—
Total lease costs, net	$	9,099	$	8,013

Schedule of supplemental lease information

Supplemental lease information was as follows:


	Nine Months Ended		Nine Months Ended
	January 27,		January 28,
	2024		2023
	(In thousands)		(In thousands)
Cash paid for amounts included in the measurement of operating lease liabilities	$	6,895	$	5,777
Right-of-use assets obtained in exchange for new lease liabilities	$	7,399	$	6,607

Weighted average remaining lease term		52 months		56 months
Weighted average discount rate		5.2%		4.2%

Schedule of maturities of operating lease liabilities

Maturities of operating lease liabilities as of January 27, 2024 were as follows (in thousands):


2024	$	2,442
2025		9,552
2026		7,339
2027		6,562
2028		4,520
Thereafter		5,106
Total lease payments		35,521
Less: imputed interest		(4,609)
Total present value of operating lease liabilities	$	30,912

Debt - Long-term debt (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
Debt - Long-term debt (Details) - USD ($) $ in Thousands	Jan. 27, 2024	Apr. 30, 2023
Long-term debt
Total debt	$ 40,000	$ 135,000
Less current portion	7,500	7,500
Total long-term debt, less current portion	32,500	127,500
Less unamortized debt issuance costs - term loans	1,208	1,596
Total long-term debt, net of unamortized debt issuance costs - term loans	31,292	125,904
Unamortized debt issuance costs - revolving credit facility	582	795
Term loan
Long-term debt
Total debt	$ 40,000	$ 135,000
Revolving credit facility
Long-term debt
Current period interest rate	7.00%	7.10%

Intangibles, net - Estimated Amortization Expense (Details) $ in Thousands	Apr. 30, 2023 USD ($)
Estimated amortization expense
2024	$ 5,247
2025	19,159
2026	15,022
2027	12,654
2028	11,940
Total	$ 64,022

Equity Method Investments (Details) - USD ($)			9 Months Ended
Equity Method Investments (Details) - USD ($)	Oct. 14, 2022	Sep. 15, 2021	Jan. 27, 2024	Apr. 30, 2023
Equity Method Investments
Carrying value of investment			$ 19,022,000	$ 18,644,000
Altoy
Equity Method Investments
Equity method investment (loss) income			0
Percentage of ownership interest sold	35.00%	35.00%
Ownership interest	15.00%	85.00%
Altoy \| Other assets, long term
Equity Method Investments
Carrying value of investment			$ 71,000	$ 114,000

Warranty Reserves

9 Months Ended

Jan. 27, 2024

Warranty Reserves

Warranty Reserves

6. Warranty Reserves

The Company accrues an estimate of its exposure to warranty claims based upon both current and historical product sales data and warranty costs incurred. The warranty reserve is included in other current liabilities on the unaudited condensed consolidated balance sheet. The related expense is included in cost of sales. Warranty reserve activity is summarized as follows for the three and nine months ended January 27, 2024 and January 28, 2023, respectively (in thousands):


	Three Months Ended				Nine Months Ended
	January 27,			January 28,	January 27,		January 28,
	2024		2023		2024		2023
Beginning balance	$	5,242	$	3,017	$	3,642	$	2,190
Balance acquired from acquisition		—		—		40		—
Warranty expense		507		(333)		3,294		1,110
Warranty costs settled		(383)		(387)		(1,610)		(1,003)
Ending balance	$	5,366	$	2,297	$	5,366	$	2,297

Organization and Significant Accounting Policies - Contract Estimates (Details)	3 Months Ended		9 Months Ended
	Jan. 27, 2024 USD ($) contract $ / shares	Jan. 28, 2023 USD ($) contract $ / shares	Jan. 27, 2024 USD ($) contract $ / shares	Jan. 28, 2023 USD ($) contract $ / shares	Apr. 30, 2023 USD ($)
Material adjustment to any one contract	$ 0		$ 0	$ 0
Amount of revised aggregate impact of adjustments in contract estimates on revenue related to performance obligations satisfied or partially satisfied in previous periods	$ 4,398,000,000	$ 0	$ 5,087,000,000	$ 0
Number of active contracts \| contract	1	1	1	1
Forward Loss Reserve	$ 1,052,000		$ 1,052,000		$ 1,878,000
Diluted (in dollars per share) \| $ / shares	$ 0.50	$ (0.03)	$ 1.98	$ (0.63)
MUAS ISR Contract
Number of Contracts with forward loss reserves \| contract		2
Forward Loss Reserve		$ (2,424,000,000)		$ (2,424,000,000)
MUAS Product Contract
Forward Loss Reserve		1,593,000,000		1,593,000,000
LMS
Material adjustment to any one contract		$ 0
Amount of revised aggregate impact of adjustments in contract estimates on revenue related to performance obligations satisfied or partially satisfied in previous periods	$ 3,574,000		$ 1,439,000,000	$ 2,448,000,000
Number of active contracts		2		2

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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-Subparagraph (b)
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-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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-Name Accounting Standards Codification
-Section 50
-Paragraph 7
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
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-URI https://asc.fasb.org//1943274/2147482689/260-10-45-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (d)
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-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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-Name Accounting Standards Codification
-Section 50
-Paragraph 4
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-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482662/260-10-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-Publisher FASB
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
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-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 15: http://www.xbrl.org/2003/role/exampleRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 52
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-52

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-7

+ Details

Long-Term Incentive Awards

9 Months Ended

Jan. 27, 2024

Long-Term Incentive Awards.

Long-Term Incentive Awards

13. Long-Term Incentive Awards

During the three months ended July 29, 2023, the Company granted awards under its 2021 Equity Incentive Plan (the “2021 Plan”) to key employees (“Fiscal 2024 LTIP”). Awards under the Fiscal 2024 LTIP consist of: (i) time-based

restricted stock awards and time-based restricted stock units, which vest in equal tranches in July 2024, July 2025 and July 2026, and (ii) performance-based restricted stock units (“PRSUs”), which vest based on the Company’s achievement of revenue and non-GAAP adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”) targets for the three-year period ending April 30, 2026. At the award date, target achievement levels for each of the financial performance metrics were established for the PRSUs, at which levels the PRSUs would vest at 100% for each such metric. Threshold achievement levels for which the PRSUs would vest at 50% for each such metric and maximum achievement levels for which such awards would vest at 250% for each such metric were also established. The actual payout for the PRSUs at the end of the performance period will be calculated based upon the Company’s achievement of the established revenue and non-GAAP adjusted EBITDA targets for the performance period. Settlement of the PRSUs will be made in fully-vested shares of the Company’s common stock. For the three and nine months ended January 27, 2024, the Company recorded $965,000 and $2,798,000 of compensation expense related to the Fiscal 2024 LTIP, respectively. The Company recorded no compensation expense related to the Fiscal 2024 LTIP for the three and nine months ended January 28, 2023. At January 27, 2024, the maximum compensation expense that may be recorded for the performance-based portion of the Fiscal 2024 LTIP is $15,836,000.

During the three months ended July 30, 2022, the Company granted awards under the 2021 Plan to key employees (“Fiscal 2023 LTIP”). Awards under the Fiscal 2023 LTIP consist of: (i) time-based restricted stock awards and time-based restricted stock units, which vest in equal tranches in July 2023, July 2024 and July 2025, and (ii) PRSUs, which vest based on the Company’s achievement of revenue and non-GAAP adjusted EBITDA targets for the three-year period ending April 30, 2025. At the award date, target achievement levels for each of the financial performance metrics were established for the PRSUs, at which levels the PRSUs would vest at 100% for each such metric. Threshold achievement levels for which the PRSUs would vest at 50% for each such metric and maximum achievement levels for which such awards would vest at 250% for each such metric were also established. The actual payout for the PRSUs at the end of the performance period will be calculated based upon the Company’s achievement of the established revenue and non-GAAP adjusted EBITDA targets for the performance period. Settlement of the PRSUs will be made in fully-vested shares of the Company’s common stock. For the three and nine months ended January 27, 2024, the Company recorded $702,000 and $2,554,000 of compensation expense related to the Fiscal 2023 LTIP, respectively. For the three and nine months ended January 28, 2023, the Company recorded $642,000 and $1,703,000 of compensation expense related to the Fiscal 2023 LTIP. At January 27, 2024, the maximum compensation expense that may be recorded for the performance-based portion of the Fiscal 2023 LTIP is $11,611,000.

During the three months ended July 31, 2021, the Company granted awards under its amended and restated 2006 Equity Incentive Plan (the “Restated 2006 Plan”) to key employees (“Fiscal 2022 LTIP”). Awards under the Fiscal 2022 LTIP consist of: (i) time-based restricted stock awards and time-based restricted stock units, which vest in equal tranches in July 2022, July 2023 and July 2024, and (ii) PRSUs, which vest based on the Company’s achievement of revenue and non-GAAP operating income targets for the three-year period ending April 30, 2024. At the award date, target achievement levels for each of the financial performance metrics were established for the PRSUs, at which levels the PRSUs would vest at 100% for each such metric. Threshold achievement levels for which the PRSUs would vest at 50% for each such metric and maximum achievement levels for which such awards would vest at 250% for each such metric were also established. The actual payout for the PRSUs at the end of the performance period will be calculated based upon the Company’s achievement of the established revenue and non-GAAP operating income targets for the performance period. Settlement of the PRSUs will be made in fully-vested shares of the Company’s common stock. For the three and nine months ended January 27, 2024, the Company recorded $125,000 and $613,000 of compensation expense related to the Fiscal 2022 LTIP, respectively. For the three months ended January 28, 2023, the Company recorded $84,000 of compensation expense. For the nine months ended January 28, 2023, the Company recorded a reversal of $(31,000) of compensation expense related to the Fiscal 2022 LTIP. At January 27, 2024, the maximum compensation expense that may be recorded for the performance-based portion of the Fiscal 2022 LTIP is $9,214,000.

During the three months ended August 1, 2020, the Company also granted awards under the Restated 2006 Plan to key employees (“Fiscal 2021 LTIP”). Awards under the Fiscal 2021 LTIP consist of: (i) time-based restricted stock awards, which vest in equal tranches in July 2021, July 2022 and July 2023, and (ii) PRSUs, which vest based on the Company’s achievement of revenue and operating income targets for the three-year period ending April 30, 2023. During the three months ended July 29, 2023, the Company issued a total of 5,772 fully-vested shares of the Company’s common stock to

settle the PRSUs in the Fiscal 2021 LTIP. For the three and nine months ended January 28, 2023, the Company recorded $36,000 and $228,000 of compensation expense related to the Fiscal 2021 LTIP, respectively.

At each reporting period, the Company reassesses the probability of achieving the performance targets for the PRSUs. The estimation of whether the performance targets will be achieved requires judgment, and, to the extent actual results or updated estimates differ from the Company’s current estimates, the cumulative effect on current and prior periods of those changes will be recorded in the period estimates are revised. No compensation cost is ultimately recognized for awards for which employees do not render the requisite service and are forfeited.

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Jan. 27, 2024	Jan. 28, 2023
Operating activities
Net income (loss)	$ 53,620	$ (15,694)
Adjustments to reconcile net income (loss) to cash provided by operating activities:
Depreciation and amortization	24,969	48,109
Loss from equity method investments	1,494	2,190
Loss on deconsolidation of previously controlled subsidiary		189
Amortization of debt issuance costs	638	634
Provision for doubtful accounts	(67)	5
Reserve for inventory excess and obsolescence	11,668	3,787
Other non-cash expense, net	783	935
Non-cash lease expense	6,923	5,866
Loss on foreign currency transactions	54	38
Unrealized loss (gain) on available-for-sale equity securities, net	2,712	1,798
Deferred income taxes	(1,604)	(1,250)
Stock-based compensation	12,425	7,108
Loss on disposal of property and equipment	115	1,193
Amortization of debt securities discount		125
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	36,387	6,847
Unbilled receivables and retentions	(41,950)	(5,098)
Inventories	(31,901)	(43,111)
Income taxes receivable	(8,081)	(9,388)
Prepaid expenses and other assets	(15,896)	(3,114)
Accounts payable	(10,003)	7,789
Other liabilities	(15,321)	(157)
Net cash provided by operating activities	26,965	8,801
Investing activities
Acquisition of property and equipment	(13,901)	(10,116)
Equity method investments	(1,875)	(2,774)
Equity security investments		(5,100)
Acquisitions of intangible assets	(1,500)
Business acquisitions, net of cash acquired	(24,156)	(5,105)
Proceeds from deconsolidation of previously controlled subsidiary, net of cash deconsolidated		(635)
Redemptions of available-for-sale investments		25,945
Purchases of available-for-sale investments		(1,326)
Net cash (used in) provided by investing activities	(41,432)	889
Financing activities
Principal payments of term loan	(95,000)	(22,500)
Payment of contingent consideration	(2,132)
Holdback and retention payments for business acquisition	(500)
Proceeds from shares issued, net of issuance costs	88,437	20,104
Payment of debt issuance costs	(37)
Tax withholding payment related to net settlement of equity awards	(1,370)	(853)
Exercise of stock options		868
Other	(19)	(21)
Net cash provided by (used in) financing activities	(10,621)	(2,402)
Effects of currency translation on cash and cash equivalents	(77)	695
Net (decrease) increase in cash, cash equivalents, and restricted cash	(25,165)	7,983
Cash, cash equivalents and restricted cash at beginning of period	132,859	77,231
Cash, cash equivalents and restricted cash at end of period	107,694	85,214
Cash paid, net during the period for:
Income taxes	15,195	1,192
Interest	5,850	5,697
Non-cash activities
Unrealized gain on available-for-sale investments, net of deferred tax expense of $0 for the nine months ended January 27, 2024 and January 28, 2023, respectively		(26)
Issuance of common stock for business acquisition	109,820
Change in foreign currency translation adjustments	(436)	1,433
Issuances of inventory to property and equipment, ISR in-service assets		4,677
Acquisitions of property and equipment included in accounts payable	$ 2,519	$ 731

Inventories, net (Details) - USD ($) $ in Thousands	9 Months Ended
Inventories, net (Details) - USD ($) $ in Thousands	Jan. 27, 2024	Jan. 28, 2023	Apr. 30, 2023
Inventories, net
Raw materials	$ 65,296		$ 67,775
Work in process	56,819		43,276
Finished goods	63,690		42,968
Inventories, gross	185,805		154,019
Reserve for inventory excess and obsolescence	(24,421)		(15,205)
Inventories, net	161,384		$ 138,814
Inventory reserve charge	$ 11,668	$ 3,787

Intangibles, net (Tables)

9 Months Ended

Jan. 27, 2024

Intangibles, net

Schedule of components of intangibles

The components of intangibles are as follows (in thousands):


	January 27,		April 30,
	2024		2023
Technology	$	101,160	$	60,817
Licenses		1,008		1,008
Customer relationships		77,378		72,645
Backlog		2,862		2,895
In-process research and development		550		550
Non-compete agreements		320		320
Trademarks and tradenames		1,668		68
Other		148		150
Intangibles, gross		185,094		138,453
Less accumulated amortization		(107,497)		(94,876)
Intangibles, net	$	77,597	$	43,577

Schedule of estimated amortization expense for the next five years

Estimated amortization expense for the next five years is as follows (in thousands):


	Year ending
	April 30,
2024	$	5,247
2025		19,159
2026		15,022
2027		12,654
2028		11,940
	$	64,022

Share Repurchase Plan and Issuances - Shelf Registration (Details) - USD ($)			3 Months Ended	6 Months Ended	9 Months Ended
	Jul. 29, 2023	Sep. 08, 2022	Jan. 28, 2023	Oct. 28, 2023	Jan. 27, 2024	Jan. 28, 2023
Share Repurchase Plan and Issuances
Number of share sold			96,530			221,971
Total gross proceeds			$ 8,710,000			$ 21,439,000
Amount of cash inflow from sale of stock			8,325,000			20,104,000
Commission expense			$ 8,449,000			$ 20,796,000
S-3 \| Maximum
Share Repurchase Plan and Issuances
Aggregate offering price		$ 200,000,000
Open Market Sale Agreement
Share Repurchase Plan and Issuances
Number of share sold	1,917,100			807,370
Total gross proceeds				$ 91,313,000	$ 200,000,000
Amount of cash inflow from sale of stock				88,437,000	193,086,000
Commission expense				$ 88,574,000	$ 193,999,000

Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Jan. 28, 2023	Jan. 27, 2024	Jan. 28, 2023
Condensed Consolidated Statements of Cash Flows (Unaudited)
Unrealized gain on available-for-sale investments, net of deferred tax expense	$ 0	$ 0	$ 0

Investments

9 Months Ended

Jan. 27, 2024

Investments

Investments

2. Investments

Investments consist of the following (in thousands):


	January 27,		April 30,
	2024		2023
Long-term investments:
Available-for-sale securities:
Equity securities and warrants		2,260		4,969
Total long-term available-for-sale securities investments		2,260		4,969
Equity method investments
Investments in limited partnership funds		19,022		18,644
Total equity method investments		19,022		18,644
Total long-term investments	$	21,282	$	23,613

Equity Securities

Equity securities and warrants are measured at fair value with net unrealized gains and losses from changes in the fair value recognized in other expense, net. Unrealized loss recorded (in thousands):


	Three Months Ended		Three Months Ended		Nine Months Ended		Nine Months Ended
	January 27, 2024		January 28, 2023		January 27, 2024		January 28, 2023
Net gains (losses) recognized during the period on equity securities	$	751	$	(2,726)	$	(2,712)	$	(1,798)
Less: Net loss recognized during the period on equity securities sold during the period		—		—		—		—
Unrealized gain (loss) recognized during the period on equity securities still held at the reporting date	$	751	$	(2,726)	$	(2,712)	$	(1,798)

Pension

9 Months Ended

Jan. 27, 2024

Pension

Pension

17. Pension

As part of the Telerob acquisition, the Company acquired a small foreign-based defined benefit pension plan. The Rheinmetall-Zusatzversorgung service plan covers three former employees based on individual contracts issued to the employees. No other employees are eligible to participate. The Company has reinsurance policies that were taken out for participating former employees, which were pledged to the employees. The measurement date for the Company’s pension plan was April 30, 2023.

The table below includes the projected benefit obligation and fair value of plan assets as of April 30, 2023. The net fair value of plan assets (in thousands) is recorded in other assets on the unaudited condensed consolidated balance sheet.


	April 30,
	2023
	(In thousands)
Projected benefit obligation	$	(3,192)
Fair value of plan assets		3,870
Funded status of the plan	$	678

The projected benefit obligation includes assumptions of a discount rate of 2.4% and pension increase for in-payment benefits of 1.5% for January 27, 2024 and April 30, 2023. The accumulated benefit obligation is approximately equal to the Company’s projected benefit obligation. The plan assets consist of reinsurance policies for each of the three pension commitments. The reinsurance policies are fixed-income investments considered a level 2 fair value hierarchy based on observable inputs of the policy. The Company does not expect to make any contributions to the plan in the fiscal year ending April 30, 2024. The Company assumed expected return on plan assets of 2.9% for January 27, 2024 and April 30, 2023.

Expected benefit payments as of April 30, 2023 (in thousands):


2024	$	177
2025		190
2026		192
2027		195
2028		197
2029-2033		1,008
Total expected benefit payments	$	1,959

Net periodic benefit cost (in thousands) is recorded in interest expense, net.


	Three Months Ended				Nine Months Ended
	January 27,		January 28,		January 27,		January 28,
	2024		2023		2024		2023
	(In thousands)		(In thousands)		(In thousands)		(In thousands)
Expected return on plan assets	$	—	$	—	$	—	$	—
Interest cost		30		(35)		89		(52)
Actuarial gain		—		—		—		241
Net periodic benefit cost	$	30	$	(35)	$	89	$	189

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 70
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480794/715-70-50-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
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-URI https://asc.fasb.org//1943274/2147480266/715-60-50-3

+ Details

Warranty Reserves (Tables)

9 Months Ended

Jan. 27, 2024

Warranty Reserves

Summary of warranty reserve activity

Warranty reserve activity is summarized as follows for the three and nine months ended January 27, 2024 and January 28, 2023, respectively (in thousands):


	Three Months Ended				Nine Months Ended
	January 27,			January 28,	January 27,		January 28,
	2024		2023		2024		2023
Beginning balance	$	5,242	$	3,017	$	3,642	$	2,190
Balance acquired from acquisition		—		—		40		—
Warranty expense		507		(333)		3,294		1,110
Warranty costs settled		(383)		(387)		(1,610)		(1,003)
Ending balance	$	5,366	$	2,297	$	5,366	$	2,297

Pension - Projected benefit obligation and fair value of plan assets (Details) $ in Thousands	12 Months Ended
	Apr. 30, 2023 USD ($)
Pension
Defined Benefit Plan, Funding Status [Extensible List]	us-gaap:UnfundedPlanMember
Pension Plan
Pension
Projected benefit obligation	$ (3,192)
Fair value of plan assets	3,870
Funded status of the plan	$ 678

- Definition

Amount of asset segregated and restricted to provide benefit under defined benefit plan. Asset includes, but is not limited to, stock, bond, other investment, earning from investment, and contribution by employer and employee.

+ References + Details

- Definition

Indicates status of funding for defined benefit plan designed to provide retirement benefits.

+ References

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+ Details

Organization and Significant Accounting Policies - Performance Obligations (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jan. 27, 2024	Jan. 28, 2023	Jan. 27, 2024	Jan. 28, 2023
Performance Obligations
Remaining performance obligations	$ 462,787		$ 462,787
Remaining performance obligations satisfied over time (as a percentage)	46.00%	45.00%	40.00%	54.00%
Remaining performance obligations at a point in time (as a percentage)	54.00%	55.00%	60.00%	46.00%
Remaining performance obligations (as a percentage)	100.00%	100.00%	100.00%	100.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-30
Performance Obligations
Year of performance obligations	3 months		3 months
Remaining performance obligations (as a percentage)	35.00%		35.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-04-30
Performance Obligations
Year of performance obligations	1 year		1 year
Remaining performance obligations (as a percentage)	65.00%		65.00%

Goodwill

9 Months Ended

Jan. 27, 2024

Goodwill.

Goodwill

8. Goodwill

The following table presents the changes in the Company’s goodwill balance by segment (in thousands):


	UMS		LMS		MW		Total
Balance at April 30, 2023	$	161,547	$	—	$	19,254	$	180,801
Additions to goodwill		94,676		—		—		94,676
Change to goodwill		(288)		—		—		(288)
Balance at January 27, 2024	$	255,935	$	—	$	19,254	$	275,189

Effective May 1, 2023, the reporting segments for goodwill are UMS, LMS and MW. The UMS segment includes goodwill from the acquisitions of Pulse Aerospace, LLC (“Pulse”), Arcturus UAV, Inc. (“Arcturus”), Telerob, Planck and Tomahawk acquisitions. The Tomahawk acquisition is included in the additions to goodwill. Refer to Note 16—Business Acquisitions for further details. The goodwill change to UMS is attributable to the Telerob acquisition recorded in Euros and translated to dollars at each reporting date. The MW segment includes goodwill from the purchase of certain assets of Intelligent Systems Group business segment (“ISG”) of Progeny Systems Corporation. The MUAS reporting unit, the renamed Arcturus acquisition included in the UMS reportable segment, has a goodwill balance of $134,140,000 as of January 27, 2024.

The estimated fair value of the MUAS reporting unit does not substantially exceed its carrying value due to the impairment recorded during the most recent annual goodwill impairment test performed during the fourth quarter ended April 30, 2023, resulting in carrying value being equal to estimated fair value. Fair value determinations utilized in the quantitative goodwill impairment test require considerable judgment and are sensitive to changes in underlying assumptions, estimates, and market factors. Estimating the fair value of individual reporting units requires the Company to make assumptions and estimates regarding future plans, as well as industry, economic, and regulatory conditions. These assumptions and estimates include estimated future annual net cash flows, income tax rates, discount rates, growth rates, and other market factors. Estimated future annual net cash flows based in part upon the Company’s ability to obtain contracts from the U.S. Department of Defense and foreign allied nations and negotiate the estimated pricing are considered the most significant, sensitive assumptions. If current expectations of future growth rates and margins are not met, if market factors outside of the Company’s control, such as discount rates, income tax rates, or inflation, change, or if management’s expectations or plans otherwise change, including updates to long-term operating plans, then MUAS may become impaired in the future. Accordingly, the MUAS reporting unit is considered at an increased risk of failing future quantitative goodwill impairment tests. During the most recent annual impairment test during the fourth quarter of fiscal year 2023 the estimated fair value of all reporting units, other than MUAS, substantially exceeded their carrying value.

As of January 27, 2024, the company has not identified any events or circumstances that could trigger an impairment review prior to the Company’s annual impairment test. The annual impairment test for the fiscal year ending April 30, 2024 will be performed during the fourth quarter. The intangibles included in the MUAS reporting unit of $14,636,000 as of January 27, 2024 will also be evaluated for potential impairment during the fourth quarter.

Organization and Significant Accounting Policies - (Details) $ in Thousands			9 Months Ended
	Oct. 14, 2022	Sep. 15, 2021	Jan. 27, 2024 USD ($) segment	Apr. 30, 2023 USD ($)
Number of Reportable Segments \| segment			3
Reserves for Incurred Cost Claim Audits \| $			$ 0	$ 0
Altoy
Ownership interest	15.00%	85.00%
Percentage of ownership interest sold	35.00%	35.00%

Debt - (Details)			9 Months Ended
Debt - (Details)	Feb. 04, 2022	Feb. 19, 2021 USD ($) payment	Jan. 27, 2024	Jun. 06, 2023 USD ($)	Jun. 05, 2023 USD ($)
Arcturus UAV Inc. \| Aerovironment
Debt
Ownership interest		100.00%
Revolving credit facility
Debt
Amount of sublimit of line of credit borrowing capacity				$ 25,000,000	$ 10,000,000
Additional interest rate if default occurs (as a percentage)	2.00%
Revolving credit facility \| Arcturus UAV Inc.
Debt
Term of loan		5 years
Amount of loan		$ 100,000,000
Revolving credit facility \| Minimum \| Fiscal quarter ended January 29, 2022 and April, 2022
Debt
Consolidated leverage ratio	4.00%
Revolving credit facility \| Minimum \| Fiscal quarters ending during the period from May 1, 2022 to October 31, 2022
Debt
Consolidated leverage ratio	3.50%
Revolving credit facility \| Minimum \| Fiscal quarter ending thereafter which is after October 31, 2022
Debt
Consolidated leverage ratio	3.00%
Revolving credit facility \| Maximum \| Fiscal quarter ended January 29, 2022 and April, 2022
Debt
Consolidated leverage ratio	1.00%
Revolving credit facility \| Maximum \| Fiscal quarters ending during the period from May 1, 2022 to October 31, 2022
Debt
Consolidated leverage ratio	1.00%
Revolving credit facility \| Maximum \| Fiscal quarter ending thereafter which is after October 31, 2022
Debt
Consolidated leverage ratio	1.00%
Revolving credit facility \| Maximum \| Arcturus UAV Inc.
Debt
Percentage of outstanding equity interests in foreign subsidiaries		65.00%
Revolving credit facility \| Base Rate
Debt
Interest rate	0.50%
Revolving credit facility \| Base Rate \| Minimum
Debt
Interest rate	0.50%
Revolving credit facility \| Base Rate \| Maximum
Debt
Interest rate	1.50%
Revolving credit facility \| SOFR
Debt
Interest rate	1.00%
SOFR adjustment	0.10%
Revolving credit facility \| SOFR \| Minimum
Debt
Interest rate	1.50%
Revolving credit facility \| SOFR \| Maximum
Debt
Interest rate	2.50%
Revolving credit facility \| London Interbank Offered Rate (LIBOR)
Debt
Interest rate	0.00%
Revolving credit facility \| Consolidated Leverage Ratio \| Minimum
Debt
Interest rate			3.00%
Commitment fees (as a percentage)	0.20%
Revolving credit facility \| Consolidated Leverage Ratio \| Maximum
Debt
Interest rate			1.00%
Commitment fees (as a percentage)	0.35%
Revolving credit facility \| Consolidated Fixed Charge Coverage Ratio \| Minimum
Debt
Interest rate			1.25%
Revolving credit facility \| Consolidated Fixed Charge Coverage Ratio \| Maximum
Debt
Interest rate			1.00%
Standby Letters of Credit \| Arcturus UAV Inc.
Debt
Amount of sublimit		$ 25,000,000
Term loans \| Arcturus UAV Inc.
Debt
Term of loan		4 years
Amount of loan		$ 200,000,000
Term of amortization		5 years
Term loans \| Period One Through Four \| Arcturus UAV Inc.
Debt
Amount of annual required payment expressed as a percent of the outstanding obligation		5.00%
Term loans \| Period Five \| Arcturus UAV Inc.
Debt
Amount of annual required payment expressed as a percent of the outstanding obligation		80.00%
Number of quarterly payments \| payment		3
Amount of quarterly required payment expressed as a percentage of outstanding obligation		1.25%

Business Acquisitions - Tomahawk (Details) - USD ($)		3 Months Ended		9 Months Ended
Business Acquisitions - Tomahawk (Details) - USD ($)	Sep. 15, 2023	Jan. 27, 2024	Jan. 28, 2023	Jan. 27, 2024	Jan. 28, 2023	Apr. 30, 2023	Sep. 15, 2022
Business Acquisitions
Acquisition-related costs		$ 54,000	$ (286,000)	$ (1,712,000)	$ (1,190,000)
Fair value of assets acquired:
Goodwill		275,189,000		275,189,000		$ 180,801,000
Tomahawk Robotics, Inc
Business Acquisitions
Aggregate purchase price	$ 134,467,000
Original amount of Holdback	490,000
Amount of decrease of holdback		(100,000)
Amount of decrease in goodwill		(100,000)
Cash consideration, net of cash acquired	24,157,000
Cash-on-hand	27,205,000
Business aquisition, net of cash acquired	3,048,000
Amount of holdback	390,000
Ownership interest acquired							100.00%
Revenue from operation in business acquisition		13,319,000
(Loss) from operation in business acquisition		(1,169,000)
Fair value of assets acquired:
Accounts receivable	2,314,000
Unbilled receivable	993,000
Inventories, net	2,882,000
Prepaid and other current assets	148,000
Property and equipment, net	1,789,000
Operating lease assets	1,337,000
Other assets	71,000
Deferred tax asset	3,603,000
Goodwill	94,676,000
Total identifiable net assets	153,213,000
Fair value of liabilities assumed:
Accounts payable	3,788,000
Wages and related accruals	620,000
Customer advances	1,648,000
Current operating lease liabilities	482,000
Other current liabilities	411,000
Non-current operating lease liabilities	855,000
Other non-current liabilities	7,000
Deferred income taxes	11,035,000
Total liabilities assumed	18,846,000
Total identifiable net assets	134,367,000
Fair value of consideration transferred:
Equity consideration	109,820,000
Cash consideration, net of cash acquired	24,157,000
Holdback	390,000
Total consideration	134,367,000
Supplemental Pro Forma Information (unaudited)
Revenue		186,578,000	137,222,000	530,262,000	362,977,000
Net income (loss) attributable to AeroVironment, Inc.		$ 13,831,000	$ (3,765,000)	$ 50,849,000	$ (26,664,000)
Tomahawk Robotics, Inc \| Technology
Fair value of assets acquired:
Intangible assets	39,000,000
Tomahawk Robotics, Inc \| Customer relationship
Fair value of assets acquired:
Intangible assets	4,800,000
Tomahawk Robotics, Inc \| Trademarks
Fair value of assets acquired:
Intangible assets	$ 1,600,000
Tomahawk Robotics, Inc \| Restricted common stock
Business Acquisitions
Shares issued for business acquisition	985,999
Shares value issued for business acquisition	$ 109,820,000

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jan. 27, 2024	Apr. 30, 2023
Current assets:
Cash and cash equivalents	$ 107,694	$ 132,859
Accounts receivable, net of allowance for doubtful accounts of $88 at January 27, 2024 and $156 at April 30, 2023	53,236	87,633
Unbilled receivables and retentions	148,588	105,653
Inventories, net	161,384	138,814
Income taxes receivable	8,081
Prepaid expenses and other current assets	21,708	12,043
Total current assets	500,691	477,002
Long-term investments	21,282	23,613
Property and equipment, net	45,053	39,795
Operating lease right-of-use assets	28,904	27,363
Deferred income taxes	21,378	27,206
Intangibles, net	77,597	43,577
Goodwill	275,189	180,801
Other assets	10,205	5,220
Total assets	980,299	824,577
Current liabilities:
Accounts payable	26,969	31,355
Wages and related accruals	28,443	35,637
Customer advances	17,536	16,645
Current portion of long-term debt	7,500	7,500
Current operating lease liabilities	8,934	8,229
Income taxes payable	797	2,342
Other current liabilities	17,352	19,626
Total current liabilities	107,531	121,334
Long-term debt, net of current portion	31,292	125,904
Non-current operating lease liabilities	21,978	21,189
Other non-current liabilities	2,105	746
Liability for uncertain tax positions	2,705	2,705
Deferred income taxes	1,703	1,729
Commitments and contingencies
Stockholders' equity:
Authorized shares-10,000,000; none issued or outstanding at January 27, 2024 and April 30, 2023
Issued and outstanding shares-28,136,735 shares at January 27, 2024 and 26,216,897 shares at April 30, 2023	4	4
Additional paid-in capital	593,228	384,397
Accumulated other comprehensive loss	(4,888)	(4,452)
Retained earnings	224,641	171,021
Total stockholders' equity	812,985	550,970
Total liabilities and stockholders' equity	$ 980,299	$ 824,577

Debt

9 Months Ended

Jan. 27, 2024

Debt

Debt

9. Debt

In connection with the consummation of the acquisition of Arcturus, a California corporation, pursuant to a Stock Purchase Agreement with Arcturus and each of the shareholders and other equity interest holders of Arcturus, to purchase 100% of the issued and outstanding equity of Arcturus (the “Arcturus Acquisition”) on February 19, 2021, the Company, as borrower, and Arcturus, as guarantor, entered into a Credit Agreement with certain lenders, letter of credit issuers, Bank of America, N.A., as the administrative agent and the swingline lender, and BofA Securities, Inc., JPMorgan Chase Bank, N.A., and U.S. Bank National Association, as joint lead arrangers and joint bookrunners (the “Credit Agreement”).

The Credit Agreement and its associated Security and Pledge Agreement set forth the terms and conditions for (i) a five-year $100,000,000 revolving credit facility, which includes a $25,000,000 sublimit for the issuance of standby and commercial letters of credit (the “Revolving Facility”), and (ii) a five-year amortized $200,000,000 term A loan (the “Term Loan Facility”, and together with the Revolving Facility, the “Credit Facilities”). Certain existing letters of credit issued by JPMorgan Chase Bank were reserved for under the Revolving Facility at closing and remain outstanding under the terms thereof. Upon execution of the Credit Agreement, the Company drew the full principal of the Term Loan Facility for use in the acquisition of Arcturus. The Term Loan Facility requires payment of 5% of the outstanding obligations in each of the first four loan years, with the remaining 80% payable in loan year five, consisting of three quarterly payments of 1.25% each, with the remaining outstanding principal amount of the Term Loan Facility due and payable on the final maturity date. Proceeds from the Term Loan Facility were used in part to finance a portion of the cash consideration for the Arcturus Acquisition. Borrowings under the Revolving Facility may be used for working capital and other general corporate purposes.

Any borrowing under the Credit Agreement may be repaid, in whole or in part, at any time and from time to time without premium or penalty other than customary breakage costs, and any amounts repaid under the Revolving Facility may be reborrowed. Mandatory prepayments are required under the revolving loans when borrowings and letter of credit usage exceed the aggregate revolving commitments of all lenders. Mandatory prepayments are also required in connection with the disposition of assets to the extent not reinvested and unpermitted debt transactions.

In support of its obligations pursuant to the Credit Facilities, the Company has granted security interests in substantially all of the personal property of the Company and its domestic subsidiaries, including a pledge of the equity interests in its subsidiaries (limited to 65% of outstanding equity interests in the case of foreign subsidiaries), and the proceeds thereof, with customary exclusions and exceptions. The Company’s existing and future domestic subsidiaries, including Arcturus, are guarantors for the Credit Facilities.

The Credit Agreement contains certain customary representations and warranties and affirmative and negative covenants, including certain restrictions on the ability of the Company and its subsidiaries (as defined in the Credit Agreement) to incur any additional indebtedness or guarantee indebtedness of others, to create liens on properties or assets, or to enter into certain asset and stock-based transactions. In addition, the Credit Agreement includes certain financial maintenance covenants, requiring that (x) the Consolidated Leverage Ratio (as defined in the Credit Agreement) shall not be more than 3.00 to 1.00 as of the end of any fiscal quarter and (y) the Consolidated Fixed Charge Coverage Ratio (as defined in the Credit Agreement) shall not be less than 1.25 to 1.00 as of the end of any fiscal quarter.

On February 4, 2022, the Company entered into a First Amendment to Credit Agreement and Waiver relating to its existing Credit Agreement (the “First Amendment to Credit Agreement”). The First Amendment to Credit Agreement waives any event of default that may have occurred as a result of the potential failure by the Company to comply with the consolidated leverage ratio covenant set forth in the Credit Agreement for the fiscal quarter ended January 29, 2022. In addition, the parties amended the maximum permitted Consolidated Leverage Ratio, such that such ratio may not exceed 4.00 to 1.00 for the Company’s fiscal quarters ended January 29, 2022 and April 30, 2022; 3.50 to 1.00 for any of

the Company’s fiscal quarters ending during the period from May 1, 2022 to October 31, 2022; and 3.00 to 1.00 for any fiscal quarter ending thereafter. On June 6, 2023, the Company entered into a Second Amendment to Credit Agreement relating to its existing credit Agreement which increased the sublimit from $10,000,000 to $25,000,000.

The Credit Agreement, as amended by the First Amendment to Credit Agreement and Second Amendment to the Credit Agreement, contains certain customary events of default, which include failure to make payments when due thereunder, the material inaccuracy of representations or warranties, failure to observe or perform certain covenants, cross-defaults, bankruptcy and insolvency-related events, certain judgments, certain ERISA-related events, invalidity of loan documents, or a Change of Control (as defined in the Credit Agreement). Upon the occurrence and continuation of an event of default, the Lenders may cease making future loans under the Credit Agreement and may declare all amounts owing under the Credit Agreement to be immediately due and payable.

The First Amendment to Credit Agreement also implemented certain secured overnight financing rate (“SOFR”) interest rate mechanics and interest rate reference benchmark replacement provisions in order to effectuate the transition from LIBOR as a reference interest rate. Following the First Amendment to Credit Agreement, the Company has a choice of interest rates between (a) Term SOFR (with a 0% floor) plus the Applicable Margin; or (b) Base Rate (defined as the highest of (a) the Federal Funds Rate plus one-half percent (0.50%), (b) the Bank of America prime rate, and (c) the one (1) month SOFR plus one percent (1.00%)) plus the Applicable Margin. The Applicable Margin is based upon the Consolidated Leverage Ratio (as defined in the Credit Agreement) and whether the Company elects SOFR (ranging from 1.50 - 2.50%) or Base Rate (ranging from 0.50 - 1.50%). The Company may choose interest periods of one, three or six months with respect to Term SOFR and all such rates will include a 0.10% SOFR adjustment. The Company also remains responsible for certain commitment fees from 0.20-0.35% depending on the Consolidated Leverage Ratio, and administrative agent expenses incurred in relation to the Credit Facilities. In the event of a default, an additional 2% default interest rate in addition to the applicable rate if specified or the Base Rate plus Applicable Margin if an applicable rate is not specified. As of January 27, 2024, the Company is in compliance with all amended covenants.

Long-term debt and the current period interest rates were as follows:


	January 27,		April 30,
	2024		2023
	(In thousands)		(In thousands)
Term loan	$	40,000	$	135,000
Revolving credit facility		—		—
Total debt		40,000		135,000
Less current portion		7,500		7,500
Total long-term debt, less current portion		32,500		127,500
Less unamortized debt issuance costs - term loans		1,208		1,596
Total long-term debt, net of unamortized debt issuance costs - term loans	$	31,292	$	125,904
Unamortized debt issuance costs - revolving credit facility	$	582	$	795
Current period interest rate		7.0%		7.1%

Future contractual long-term debt principal payments at January 27, 2024 were as follows:


	(In thousands)
2024	$	—
2025		10,000
2026		30,000
	$	40,000

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Pension - Net benefit income (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jan. 27, 2024	Jan. 28, 2023	Jan. 27, 2024	Jan. 28, 2023
Pension
Interest cost	$ 30	$ (35)	$ 89	$ (52)
Actuarial gain				241
Net periodic benefit cost	$ 30	$ (35)	$ 89	$ 189

Leases - Maturities of operating lease liabilities (Details) $ in Thousands	Jan. 27, 2024 USD ($)
Maturities of operating lease liabilities:
2024	$ 2,442
2025	9,552
2026	7,339
2027	6,562
2028	4,520
Thereafter	5,106
Total lease payments	35,521
Less: imputed interest	(4,609)
Total present value of operating lease liabilities	$ 30,912

Business Acquisitions

9 Months Ended

Jan. 27, 2024

Business Acquisitions

Business Acquisitions

16. Business Acquisitions

Tomahawk Acquisition

On September 15, 2023, the Company closed its acquisition of Tomahawk Robotics, Inc., a leader in AI-enabled robotic control systems. Pursuant to the merger agreement, the Company acquired 100% of Tomahawk equity for an aggregate purchase price of $134,467,000 consisting of 985,999 shares of restricted common stock of the Company valued at $109,820,000 and $27,205,000 cash-on-hand, net of $3,048,000 cash acquired, plus a $490,000 holdback. During the three months ended January 27, 2024, the holdback was decreased $100,000 as part of the working capital adjustment,

and the total purchase price and goodwill, therefore, decreased by $100,000 as well. The fair value of the shares issued was the closing price on September 15, 2023, the close of the Tomahawk purchase agreement. Tomahawk is incorporated into AeroVironment’s UMS segment. The acquisition will enable deeper integration of both companies’ technology, leading to enhanced interoperability and interconnectivity of unmanned systems through a singular platform with similar control features. The Company accounted for the acquisition under the acquisition method of accounting for business combinations.


	September 15,
	2023
Fair value of assets acquired:
Accounts receivable	$	2,314
Unbilled receivable		993
Inventories, net		2,882
Prepaid and other current assets		148
Property and equipment, net		1,789
Operating lease assets		1,337
Other assets		71
Technology		39,000
Customer relationship		4,800
Trademarks		1,600
Deferred tax asset		3,603
Goodwill		94,676
Total identifiable net assets	$	153,213

Fair value of liabilities assumed:
Accounts payable		3,788
Wages and related accruals		620
Customer advances		1,648
Current operating lease liabilities		482
Other current liabilities		411
Non-current operating lease liabilities		855
Other non-current liabilities		7
Deferred income taxes		11,035
Total liabilities assumed		18,846
Total identifiable net assets	$	134,367

Fair value of consideration transferred:
Equity consideration	$	109,820
Cash consideration, net of cash acquired		24,157
Holdback		390
Total consideration	$	134,367

Determining the fair value of the intangible assets acquired requires significant judgment, including the amount and timing of expected future cash flows, long-term growth rates and discount rates. The fair value of the intangible assets was determined using a discounted cash flow analysis, which were based on the Company’s preliminary estimates of future sales, earnings and cash flows after considering such factors as general market conditions, anticipated customer demand, changes in working capital, long term business plans and recent operating performance. Use of different estimates and judgments could yield materially different results.

The goodwill is attributable to the synergies the Company expects to achieve through leveraging the acquired technology to its existing customers, the workforce of Tomahawk and expected future customers in the UMS market. For income tax purposes the acquisition is treated as a stock acquisition, and none of the goodwill is expected to be deductible.

Tomahawk Supplemental Pro Forma Information (unaudited)

Tomahawk revenue and loss from operations since acquisition on September 15, 2023 was $13,319,000 and $(1,169,000) as of January 27, 2024, respectively. The following unaudited pro forma summary presents condensed consolidated information of the Company as if the business acquisition had occurred on May 1, 2022 (in thousands):


	Three Months Ended				Nine Months Ended
	January 27,		January 28,		January 27,		January 28,
	2024		2023		2024		2023
Revenue	$	186,578	$	137,222	$	530,262	$	362,977
Net income (loss) attributable to AeroVironment, Inc.	$	13,831	$	(3,765)	$	50,849	$	(26,664)

The Company did not have any material, nonrecurring pro forma adjustments directly attributable to the business acquisition included in the reported pro forma revenue and earnings.

These pro forma amounts have been calculated by applying the Company’s accounting policies, assuming transaction costs had been incurred during the three months ended July 30, 2022, reflecting the additional amortization that would have been charged and including the results of Tomahawk prior to acquisition.

The unaudited pro forma supplemental information is based on estimates and assumptions, which the Company believes are reasonable and are not necessarily indicative of the results that have been realized had the acquisition been consolidated in the tables above as of May 1, 2022, nor are they indicative of results of operations that may occur in the future.

Planck Acquisition

On August 17, 2022, the Company closed its acquisition of Planck, a leading provider of advanced unmanned aircraft navigation solutions based in San Diego, California. Pursuant to the purchase agreement, the Company paid a total purchase price of $5,105,000 from cash-on-hand plus a $500,000 holdback for certain assets of Planck, which was paid during the three months ended October 28, 2023. Planck is a small technology company incorporated into AeroVironment’s UMS segment for the MUAS product line to focus on integrating its flight autonomy solutions, such as ACE™, or Autonomous Control Engine, into the Company’s offerings to enable safe, autonomous takeoff and landing from moving platforms on land or at sea in GPS-denied environments. Other solutions include AVEM™, a fully integrated mobile tethered sensor platform designed for persistent autonomous operation from moving vehicles and vessels in any environment, and a suite of machine-learning object detection and tracking systems that are customized for specific end-user needs. The Company accounted for the acquisition under the acquisition method of accounting for business combinations.


	August 17,
	2022
Fair value of assets acquired:
Technology	$	3,200
Backlog		700
Inventories		109
Other assets		19
Property and equipment, net		13
Goodwill		1,633
Total identifiable net assets	$	5,674

Fair value of liabilities assumed:
Customer advances		69
Total liabilities assumed		69
Total identifiable net assets	$	5,605

Fair value of consideration transferred:
Cash	$	5,105
Holdback		500
Total consideration	$	5,605

The goodwill is attributable to the synergies the Company expects to achieve through leveraging the acquired technology to its existing customers, the workforce of Planck and expected future customers in the MUAS market. For tax purposes the acquisition was treated as an asset acquisition and the goodwill is deductible.

Planck Supplemental Pro Forma Information (unaudited)

The following unaudited pro forma summary presents condensed consolidated information of the Company as if the business acquisition had occurred on May 1, 2021 (in thousands):


	Three Months Ended		Nine Months Ended
	January 28,		January 28,
	2023		2023
Revenue	$	134,395	$	357,411
Net loss attributable to AeroVironment, Inc.	$	(390)	$	(13,840)

Planck revenue since acquisition on August 17, 2022 was $76,000. The Company did not have any material, nonrecurring pro forma adjustments directly attributable to the business acquisition included in the reported pro forma revenue and earnings.

These pro forma amounts have been calculated by applying the Company’s accounting policies, assuming transaction costs had been incurred during the three months ended July 31, 2021, reflecting the additional amortization that would have been charged and including the results of Planck prior to acquisition.

The unaudited pro forma supplemental information is based on estimates and assumptions, which the Company believes are reasonable and are not necessarily indicative of the results that have been realized had the acquisition been consolidated in the tables above as of May 1, 2021, nor are they indicative of results of operations that may occur in the future.

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Jan. 28, 2023	Jan. 27, 2024	Jan. 28, 2023
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
Unrealized gain on available-for-sale investments, net of deferred tax expense	$ 0	$ 0	$ 0

Accumulated Other Comprehensive Loss and Reclassifications Adjustments (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jan. 27, 2024	Jan. 28, 2023	Jan. 27, 2024	Jan. 28, 2023
Accumulated other comprehensive income
Balance, net of $0 and $8 deferred taxes, as of April 30, 2023 and April 30, 2022, respectively			$ (4,452)
Unrealized gain on available-for-sale investments, net of deferred tax expense of $0 for the nine months ended January 27, 2024 and January 28, 2023, respectively				$ 26
Change in foreign currency translation adjustments	$ 1,189	$ 3,425	(436)	1,433
Balance, net of $0 deferred taxes, as of January 27, 2024 and January 28, 2023, respectively	(4,888)		(4,888)
Accumulated Other Comprehensive Income
Accumulated other comprehensive income
Balance, net of $0 and $8 deferred taxes, as of April 30, 2023 and April 30, 2022, respectively			(4,452)	(6,514)
Unrealized gain on available-for-sale investments, net of deferred tax expense of $0 for the nine months ended January 27, 2024 and January 28, 2023, respectively				26
Change in foreign currency translation adjustments			(436)	1,433
Balance, net of $0 deferred taxes, as of January 27, 2024 and January 28, 2023, respectively	$ (4,888)	$ (5,055)	$ (4,888)	$ (5,055)

- Definition

Amount, after tax, of accumulated increase (decrease) in equity from transaction and other event and circumstance from nonowner source.

+ References + Details

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Jan. 27, 2024	Jan. 28, 2023	Jan. 27, 2024	Jan. 28, 2023
Revenue:
Revenue	$ 186,578,000	$ 134,395,000	$ 519,741,000	$ 354,495,000
Cost of sales:
Cost of sales	119,291,000	88,885,000	311,444,000	249,381,000
Gross margin:
Total gross margin	67,287,000	45,510,000	208,297,000	105,114,000
Selling, general and administrative	27,826,000	24,746,000	79,800,000	70,302,000
Research and development	25,127,000	16,157,000	62,618,000	47,793,000
Income (loss) from operations	14,334,000	4,607,000	65,879,000	(12,981,000)
Other income (loss):
Interest (expense), net	(114,000)	(2,810,000)	(4,072,000)	(6,722,000)
Other income (expense), net	1,004,000	(2,587,000)	(2,983,000)	(2,183,000)
Income (loss) before income taxes	15,224,000	(790,000)	58,824,000	(21,886,000)
Provision for (benefit from) income taxes	1,259,000	(531,000)	3,710,000	(8,382,000)
Equity method investment loss, net of tax	(80,000)	(417,000)	(1,494,000)	(2,190,000)
Net income (loss)	13,885,000	(676,000)	53,620,000	(15,694,000)
Net income attributable to noncontrolling interest				(45,000)
Net income (loss) attributable to AeroVironment, Inc.	$ 13,885,000	$ (676,000)	$ 53,620,000	$ (15,739,000)
Net income (loss) per share attributable to AeroVironment, Inc.
Basic (in dollars per share)	$ 0.50	$ (0.03)	$ 1.99	$ (0.63)
Diluted (in dollars per share)	$ 0.50	$ (0.03)	$ 1.98	$ (0.63)
Weighted-average shares outstanding:
Basic (in shares)	27,907,568	25,012,412	26,957,061	24,906,977
Diluted (in shares)	28,044,127	25,012,412	27,061,409	24,906,977
Product sales
Revenue:
Revenue	$ 155,923,000	$ 91,216,000	$ 421,173,000	$ 211,533,000
Cost of sales:
Cost of sales	99,486,000	54,866,000	240,126,000	127,210,000
Gross margin:
Total gross margin	56,437,000	36,350,000	181,047,000	84,323,000
Contract services
Revenue:
Revenue	30,655,000	43,179,000	98,568,000	142,962,000
Cost of sales:
Cost of sales	19,805,000	34,019,000	71,318,000	122,171,000
Gross margin:
Total gross margin	$ 10,850,000	$ 9,160,000	$ 27,250,000	$ 20,791,000

Goodwill (Tables)

9 Months Ended

Jan. 27, 2024

Goodwill.

Schedule of the changes in goodwill balances

The following table presents the changes in the Company’s goodwill balance by segment (in thousands):


	UMS		LMS		MW		Total
Balance at April 30, 2023	$	161,547	$	—	$	19,254	$	180,801
Additions to goodwill		94,676		—		—		94,676
Change to goodwill		(288)		—		—		(288)
Balance at January 27, 2024	$	255,935	$	—	$	19,254	$	275,189

Customer-Funded Research & Development

9 Months Ended

Jan. 27, 2024

Customer-Funded Research & Development

Customer-Funded Research & Development

12. Customer-Funded Research & Development

Customer-funded R&D costs are incurred pursuant to contracts (revenue arrangements) to perform R&D activities according to customer specifications. These costs are direct contract costs and are expensed to cost of sales as costs are incurred. Revenue from customer-funded R&D contracts is recognized in accordance with ASC 606 over time as costs are incurred. Revenue from customer-funded R&D was approximately $17,617,000 and $61,078,000 for the three and nine months ended January 27, 2024. Revenue from customer-funded R&D was approximately $23,193,000 and $71,129,000 for the three and nine months ended January 28, 2023, respectively.

Accumulated Other Comprehensive Loss and Reclassifications Adjustments - Taxes (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended		12 Months Ended
	Jan. 28, 2023	Jan. 27, 2024	Jan. 28, 2023	Apr. 30, 2023	Apr. 30, 2022
Accumulated other comprehensive income
Unrealized gain, tax portion	$ 0	$ 0	$ 0
Accumulated Other Comprehensive (Loss) Income
Accumulated other comprehensive income
Other Comprehensive Income (Loss), Tax		$ 0	$ 0	$ 0	$ 8

- Definition

Amount of tax expense (benefit) allocated to other comprehensive income (loss).

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 12
-SubTopic 10
-Topic 220
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-12

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482765/220-10-50-4

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 830
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481674/830-30-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 830
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 17
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481694/830-30-45-17

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 45
-Paragraph 20
-Subparagraph (c)
-Publisher FASB
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-Topic 944
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-Topic 740
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-Section 45
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482659/740-20-45-2

+ Details

Organization and Significant Accounting Policies

9 Months Ended

Jan. 27, 2024

Organization and Significant Accounting Policies

Organization and Significant Accounting Policies

1. Organization and Significant Accounting Policies

Organization

AeroVironment, Inc., a Delaware corporation (the “Company”), is engaged in the design, development, production, delivery and support of a technologically advanced portfolio of intelligent, multi-domain robotic systems and related services for government agencies and businesses. AeroVironment, Inc. supplies unmanned systems (“UMS”), loitering munitions systems (“LMS”) and related services primarily to organizations within the U.S. Government and to international allied governments.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. 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 U.S. 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 three and nine months ended January 27, 2024 are not necessarily indicative of the results for the full year ending April 30, 2024. For further information, refer to the consolidated financial statements and footnotes thereto for the year ended April 30, 2023, included in the Company’s Annual Report on Form 10-K.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions, including estimates of anticipated contract costs and revenue utilized in the revenue recognition process, that affect the reported amounts in the unaudited condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

The Company’s unaudited condensed consolidated financial statements include the assets, liabilities and operating results of wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated.

On September 15, 2021, the Company entered into a Share Sale and Purchase Agreement with Toygun Savunma Sanayi ve Havacilik Anonim Sirketi (“Toygun”) whereby the Company sold 35% of the common shares of the Company’s Turkish joint venture, Altoy Savunma Sanayi ve Havacilik Anonim Sirketi (“Altoy”), to Toygun. On October 14, 2022, the Company sold an additional 35% of the common shares of Altoy to Toygun. As a result of the share sales, the Company decreased its interest in Altoy from 85% to 15% and has determined that it no longer controls Altoy. Therefore, the Company no longer consolidates Altoy in the Company’s unaudited condensed consolidated financial statements. As the Company has the ability to exercise significant influence over the operating and financial policies of Altoy, the Company accounts for the investment as an equity method investment and records its proportion of any gains or losses of Altoy in equity method investments, net of tax. Refer to Note 5—Equity Method Investments for further details.

On August 17, 2022, the Company closed its acquisition of Planck Aerosystems, Inc. (“Planck”) pursuant to the purchase agreement, and post-acquisition, Planck has been incorporated into the UMS segment. The assets, liabilities and operating results of Planck have been included in the Company’s unaudited condensed consolidated financial statements. Refer to Note 16—Business Acquisitions for further details.

On September 15, 2023, the Company closed its acquisition of Tomahawk Robotics, Inc. (“Tomahawk”) pursuant to a merger agreement, and post-acquisition, Tomahawk has been incorporated into the UMS segment. The assets, liabilities and operating results of Tomahawk have been included in the Company’s unaudited condensed consolidated financial statements. Refer to Note 16—Business Acquisitions for further details.

Recently Adopted Accounting Standards

The Company did not adopt any accounting standards during the nine months ended January 27, 2024.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation. Specifically, the Company’s reserves for inventory excess and obsolescence have been reclassified from changes in inventories to non-cash adjustments within operating activities on the consolidated statements of cash flows for all periods presented. Reportable segment presentation for the three and nine months ended January 28, 2023 has been reclassified to conform to the current year reportable segments: UMS, LMS and MacCready Works (“MW”) resulting from the Company’s reorganization, which was effective May 1, 2023. Refer to Note 18—Segments for further details.

Revenue Recognition

The Company’s revenue is generated pursuant to written contractual arrangements to design, develop, manufacture and/or modify complex products and to provide related engineering, technical and other services according to the specifications of its customers. These contracts may be firm fixed price (“FFP”), cost plus fixed fee (“CPFF”), or time and materials (“T&M”). The Company considers all such contracts to be within the scope of ASU 2014-09, Revenue from Contracts with Customers (“ASC 606”).

Performance Obligations

A performance obligation is a promise in a contract to transfer distinct goods or services to a customer, and it is the unit of account in ASC 606. A contract’s transaction price is allocated to each distinct performance obligation and revenue is recognized when each performance obligation under the terms of a contract is satisfied. Revenue is measured at the amount of consideration the Company expects to receive in exchange for transferring goods or providing services. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation using its observable standalone selling price for products and services. When the standalone selling price is not directly observable, the Company uses its best estimate of the standalone selling price of each distinct good or service in the contract using the cost plus margin approach. This approach estimates the Company’s expected costs of satisfying the performance obligation and then adds an appropriate margin for that distinct good or service.

Contract modifications are routine in the performance of the Company’s contracts. In most instances, contract modifications are for additional goods and/or services that are distinct and, therefore, accounted for as new contracts.

The Company’s performance obligations are satisfied over time or at a point in time. Performance obligations are satisfied over time if the customer receives the benefits as the Company performs, if the customer controls the asset as it is being developed or produced, or if the product being produced for the customer has no alternative use and the Company has a contractual right to payment for the Company’s costs incurred to date plus a reasonable margin. The contractual right to payment is generally supported by termination for convenience clauses that allow the customer to unilaterally terminate the contract for convenience, pay the Company for costs incurred plus a reasonable profit, and take control of any work in process. Revenue for LMS product deliveries, certain Tomahawk product deliveries and Customer-Funded Research and Development contracts is recognized over time as costs are incurred. Contract services revenue is composed of revenue recognized on contracts for the provision of services, including repairs and maintenance, training, engineering design, development and prototyping activities, and technical support services. Contract services revenue is recognized over time as services are rendered. Typically, revenue is recognized over time using an input measure (e.g., costs incurred to date relative to total estimated costs at completion) to measure progress. Contract services revenue, which historically included revenue from intelligence, surveillance, and reconnaissance (“ISR”) services, is recognized over time as services are rendered. In accordance with ASC 606, the Company elected the right to invoice practical expedient in which if an entity has a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the entity’s performance completed to date, such as flight hours for ISR services, the entity may recognize revenue in the

amount to which the entity has a right to invoice. In the past, the Company operated its medium unmanned aircraft systems (“MUAS”) in overseas locations to support U.S. military operations under ISR services contracts under a contractor-owned, contractor-operated (“COCO”) arrangement. During the year ended April 30, 2023, all COCO sites were closed. Training services are recognized over time using an output method based on days of training completed.

For performance obligations satisfied over time, revenue is generally recognized using costs incurred to date relative to total estimated costs at completion to measure progress. Incurred costs represent work performed, which correspond with, and thereby best depict, transfer of control to the customer. Contract costs include labor, materials, subcontractors’ costs, other direct costs, and indirect costs applicable on government and commercial contracts.

For performance obligations which are not satisfied over time per the aforementioned criteria above, revenue is recognized at the point in time in which each performance obligation is fully satisfied. The Company’s Small UAS (“SUAS”), MUAS, unmanned ground vehicles (“UGV”) product sales revenue is composed of revenue recognized on contracts for the delivery of SUAS, MUAS and UGV systems and spare parts, respectively. Revenue is recognized at the point in time when control transfers to the customer, which generally occurs when title and risk of loss have passed to the customer.


	Three Months Ended				Nine Months Ended
	January 27,		January 28,		January 27,		January 28,
Revenue percentage by recognition method	2024		2023		2024		2023
Over time		46%		45%		40%		54%
Point in time		54%		55%		60%		46%
Total revenue		100%		100%		100%		100%

On January 27, 2024, the Company had approximately $462,787,000 of remaining performance obligations under fully funded contracts with its customers, which the Company also refers to as funded backlog. The Company currently expects to recognize approximately 35% of the remaining performance obligations as revenue in fiscal 2024 and the remaining 65% in fiscal 2025.

The Company collects sales, value added, and other taxes concurrent with revenue producing activities, which are excluded from revenue when they are both imposed on a specific transaction and collected from a customer.

Contract Estimates

Accounting for contracts and programs primarily with a duration of less than six months involves the use of various techniques to estimate total contract revenue and costs. For long-term contracts, the Company estimates the total expected costs to complete the contract and recognizes revenue based on the percentage of costs incurred at period end. Typically, revenue is recognized over time using costs incurred to date relative to total estimated costs at completion to measure progress toward satisfying the Company’s performance obligations. Incurred costs represent work performed, which corresponds with, and thereby best depicts, the transfer of control to the customer. Contract costs include labor, materials, subcontractors’ costs, other direct costs, and indirect costs applicable on government and commercial contracts.

Contract estimates are based on various assumptions to project the outcome of future events that may span several years. These assumptions include labor productivity and availability, the complexity of the work to be performed, the cost and availability of materials, the performance of subcontractors, and the availability and timing of funding from the customer.

The nature of the Company’s contracts gives rise to several types of variable consideration, including undefinitized contract actions which are within the scope of ASC 606 with final contract values to be negotiated, penalty fees and incentive awards generally for late delivery and early delivery, respectively. The Company generally estimates such variable consideration as the most likely amount. In addition, the Company includes the estimated variable consideration to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the related uncertainty is resolved. These estimates are based on historical award experience, anticipated

performance and the Company’s best judgment at the time. Based on experience in estimating these amounts, they are included in the transaction price of the Company’s contracts and the associated remaining performance obligations.

As a significant change in one or more of these estimates could affect the profitability of the Company’s contracts, the Company regularly reviews and updates its contract-related estimates. Changes in cumulative revenue estimates, due to changes in the estimated transaction price or cost estimates, are recorded using a cumulative catch-up adjustment in the period identified for contracts with performance obligations recognized over time. Changes in cumulative revenue estimates due to changes in the estimated transaction price are recorded using a cumulative catch-up adjustment in the period identified for contracts with performance obligations at a point in time, including undefinitized contract actions. In the period undefinitized contract actions become definitized, a cumulative catch-up adjustment is recorded to reflect the final consideration, which could have a material positive or negative impact.

If at any time the estimate of contract profitability indicates an anticipated loss on the contract, the Company recognizes the total loss in the quarter it is identified, and it is recorded in other current liabilities. The balance of forward loss reserves as of January 27, 2024 and April 30, 2023 was $1,052,000 and $1,878,000, respectively. The Company recorded the forward loss reserves as the total estimated costs to complete the contracts are in excess of the total remaining consideration of the contracts. No adjustment on the forward loss reserve for any one contract was material to the Company’s unaudited condensed consolidated financial statements for the three and nine months ended January 27, 2024, respectively. During the three months ended January 28, 2023, the Company recognized a decrease in the forward loss reserves on two MUAS ISR contracts of $2,424,000 due to decreases in the estimated costs to complete the contracts and an increase in the forward loss reserve of an MUAS products contract of $1,593,000 due to increases in the estimated costs to complete the contract. No adjustment on the forward loss reserve for any one contract was material to the Company’s unaudited condensed consolidated financial statements for the nine months ended January 28, 2023.

The impact of adjustments in contract estimates on the Company’s operating earnings can be reflected in either operating costs and expenses, or revenue. The aggregate impact of adjustments in contract estimates on revenue related to performance obligations satisfied or partially satisfied in previous periods was $4,398,000 and $5,087,000 for the three and nine month periods ended January 27, 2024, respectively. The aggregate impact of adjustments in contract estimates on revenue related to performance obligations satisfied or partially satisfied in previous periods was not significant for the three and nine month periods ended January 28, 2023. During the three months ended January 27, 2024, the Company revised its estimates to reflect a favorable definitization of an LMS contract. The aggregate impact of these adjustments in contract estimates on revenue related to performance obligations satisfied or partially satisfied in previous periods was an increase to revenue of approximately $3,574,000. During the nine months ended January 27, 2024, the Company revised its estimates of the total expected costs to complete a different LMS contract. The aggregate impact of these adjustments in contract estimates on revenue related to performance obligations satisfied or partially satisfied in previous periods was an increase to revenue of approximately $1,439,000. No adjustment on any one contract was material to the Company’s unaudited condensed consolidated financial statements for the three month period ended January 28, 2023. During the nine months ended January 28, 2023, the Company revised its estimates of the total expected costs to complete two LMS variant contracts. The aggregate impact of these adjustments in contract estimates on revenue related to performance obligations satisfied or partially satisfied in previous periods was a decrease to revenue of approximately $2,448,000.

Revenue by Category

The following tables present the Company’s revenue disaggregated by segment, contract type, customer category and geographic location (in thousands):


	Three Months Ended				Nine Months Ended
	January 27,		January 28,		January 27,		January 28,
Revenue by segment	2024		2023		2024		2023
UMS	$	113,290	$	92,329	$	344,270	$	221,738
LMS		57,658		24,015		118,824		78,127
MW		15,630		18,051		56,647		54,630
Total revenue	$	186,578	$	134,395	$	519,741	$	354,495


	Three Months Ended				Nine Months Ended
	January 27,		January 28,		January 27,		January 28,
Revenue by contract type	2024		2023		2024		2023
FFP	$	167,256	$	109,119	$	457,077	$	275,184
CPFF		17,925		24,115		59,445		75,583
T&M		1,397		1,161		3,219		3,728
Total revenue	$	186,578	$	134,395	$	519,741	$	354,495

Each of these contract types presents advantages and disadvantages. Typically, the Company assumes more risk with FFP contracts. However, these types of contracts generally offer additional profits when the Company completes the work for less than originally estimated. CPFF contracts generally subject the Company to lower risk. Accordingly, the associated base fees are usually lower than fees on FFP contracts. Under T&M contracts, the Company’s profit may vary if actual labor hour rates vary significantly from the negotiated rates.


	Three Months Ended				Nine Months Ended
	January 27,		January 28,		January 27,		January 28,
Revenue by customer category	2024		2023		2024		2023
U.S. government	$	133,761	$	83,398	$	385,069	$	226,191
Non-U.S. government		52,817		50,997		134,672		128,304
Total revenue	$	186,578	$	134,395	$	519,741	$	354,495

	Three Months Ended				Nine Months Ended
	January 27,		January 28,		January 27,		January 28,
Revenue by geographic location	2024		2023		2024		2023
Domestic	$	62,865	$	55,955	$	186,445	$	174,135
International		123,713		78,440		333,296		180,360
Total revenue	$	186,578	$	134,395	$	519,741	$	354,495

Contract Balances

The timing of revenue recognition, billings, and cash collections results in billed accounts receivable, unbilled receivables, and customer advances and deposits on the condensed consolidated balance sheet. In the Company’s services contracts, amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals, which is generally monthly, or upon the achievement of contractual milestones. Generally, billing occurs subsequent to revenue recognition, resulting in contract assets recorded in unbilled receivables and retentions on the condensed consolidated balance sheet. However, the Company sometimes receives advances or deposits from its customers before revenue is recognized, resulting in contract liabilities recorded in customer advances on the condensed consolidated balance sheet. Contract liabilities are not a significant financing component as they are generally utilized to pay for contract costs within a one-year period or are used to ensure the customer meets contractual requirements. These assets and liabilities are reported on the condensed consolidated balance sheet on a contract-by-contract basis at the end of each reporting period. For the Company’s product revenue, the Company generally receives cash payments subsequent to satisfying the performance obligation via delivery of the product, resulting in billed accounts receivable. Changes in the contract asset and liability balances during the three and nine month periods ended January 27, 2024 were not materially impacted by any other factors. For the Company’s contracts, there are no significant gaps between the receipt of payment and the transfer of the associated goods and services to the customer for material amounts of consideration.

Revenue recognized for the three and nine month periods ended January 27, 2024 that was included in customer advances balances as of April 30, 2023 was $610,000 and $3,026,000, and revenue recognized for the three and nine month periods ended January 28, 2023 that was included in customer advances balances as of April 30, 2022 was $369,000 and $3,374,000, respectively.

Segments

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and assess performance. As of January 27, 2024, the Company’s CODM, the Chief Executive Officer, makes operating decisions, assesses performance and makes resource allocation decisions, including the allocation for research and development (“R&D”). Accordingly, the Company identifies three reportable segments. Refer to Note 18—Segments for further details.

Investments

The Company’s investments are accounted for as available-for-sale and are reported at fair value. Unrealized gains and losses for debt securities are excluded from earnings and reported as a separate component of stockholders’ equity, net of deferred income taxes for available-for-sale investments. Gains and losses realized on the disposition of investment securities are determined on the specific identification basis and credited or charged to income. Investments in equity securities and warrants are measured at fair value with net unrealized gains and losses from changes in the fair value recognized in other expense, net. Management determines the appropriate classification of securities at the time of purchase and reevaluates such designation as of each balance sheet date.

Fair Values of Financial Instruments

Fair values of cash and cash equivalents, accounts receivable, unbilled receivables and retentions, and accounts payable approximate cost due to the short period of time to maturity.

Government Contracts

Payments to the Company on government CPFF or T&M contracts are based on provisional, or estimated indirect rates, which are subject to an annual audit by the Defense Contract Audit Agency (“DCAA”). The cost audits result in the negotiation and determination of the final indirect cost rates that the Company may use for the period(s) audited. The final rates, if different from the provisional rates, may create an additional receivable or liability for the Company for CPFF and T&M contracts.

For example, during the course of its audits, the DCAA may question the Company’s incurred costs, and if the DCAA believes the Company has accounted for such costs in a manner inconsistent with the requirements under Federal Acquisition Regulations, the DCAA auditor may recommend to the Company’s administrative contracting officer to disallow such costs. Historically, the Company has not experienced material disallowed costs as a result of government audits. However, the Company can provide no assurance that the DCAA or other government audits will not result in material disallowances for incurred costs in the future. The Company’s revenue recognition policy calls for revenue recognized on all cost reimbursable government contracts to be recorded at actual rates unless collectability is not reasonably assured. At January 27, 2024 and April 30, 2023, the Company had no reserve for incurred cost claim audits.

Earnings (Loss) Per Share

Basic earnings (loss) per share is computed using the weighted-average number of common shares outstanding, excluding shares of unvested restricted stock.

The reconciliation of basic to diluted shares is as follows (in thousands except share data):


		Three Months Ended				Nine Months Ended
	January 27, 2024		January 28, 2023		January 27, 2024		January 28, 2023
Net income (loss) attributable to AeroVironment, Inc.	$	13,885	$	(676)	$	53,620	$	(15,739)
Denominator for basic earnings (loss) per share:
Weighted average common shares		27,907,568		25,012,412		26,957,061		24,906,977
Dilutive effect of employee stock options, restricted stock and restricted stock units		136,559		—		104,348		—
Denominator for diluted earnings (loss) per share		28,044,127		25,012,412		27,061,409		24,906,977

Potentially dilutive shares not included in the computation of diluted weighted-average common shares because their effect would have been anti-dilutive were 72 and 606 for the three and nine months ended January 27, 2024. Due to the net loss for the three and nine months ended January 28, 2023, no shares reserved for issuance upon exercise of stock options or shares of unvested restricted stock were included in the computation of diluted loss per share as their inclusion would have been anti-dilutive. Potentially dilutive shares not included in the computation of diluted weighted-average common shares because their effect would have been anti-dilutive were 145,793 and 152,047 for the three and nine months ended January 28, 2023, respectively.

Recently Issued Accounting Standards

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses reported to the CODM. ASU 2023-07 also requires all segment profit or loss and assets disclosures to be provided on an annual and interim basis. The new standard is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. ASU 2023-07 is adopted retrospectively. The Company is evaluating the potential impact of this adoption on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires updates to the rate reconciliation, income taxes paid and other disclosures. The new standard is effective for fiscal years beginning after December 15, 2024 and interim periods within fiscal years beginning after December 15, 2025, with early adoption permitted. ASU 2023-09 is adopted retrospectively. The Company is evaluating the potential impact of this adoption on its consolidated financial statements.

Segments (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Segments (Details) - USD ($) $ in Thousands	Jan. 27, 2024	Jan. 28, 2023	Jan. 27, 2024	Jan. 28, 2023
Segment Reporting Information [Line Items]
Segment adjusted income (loss) from operations	$ 19,876	$ 12,039	$ 80,766	$ 10,158
Depreciation and amortization			24,969	48,109
UMS \| Product segments
Segment Reporting Information [Line Items]
Revenue	113,290	92,329	344,270	221,738
Segment adjusted income (loss) from operations	20,417	11,792	84,048	5,214
Depreciation and amortization	7,523	14,763	19,104	44,835
UMS \| Product segments \| Product sales
Segment Reporting Information [Line Items]
Revenue	104,522	74,966	318,708	160,450
UMS \| Product segments \| Contract services
Segment Reporting Information [Line Items]
Revenue	8,768	17,363	25,562	61,288
LMS \| Product segments
Segment Reporting Information [Line Items]
Revenue	57,658	24,015	118,824	78,127
Segment adjusted income (loss) from operations	7,562	(129)	11,345	845
Depreciation and amortization	672	455	1,848	1,314
LMS \| Product segments \| Product sales
Segment Reporting Information [Line Items]
Revenue	51,338	16,203	100,645	50,775
LMS \| Product segments \| Contract services
Segment Reporting Information [Line Items]
Revenue	6,320	7,812	18,179	27,352
MW \| Product segments
Segment Reporting Information [Line Items]
Revenue	15,630	18,051	56,647	54,630
Segment adjusted income (loss) from operations	(8,103)	376	(14,627)	4,099
Depreciation and amortization	1,387	616	4,017	1,960
MW \| Product segments \| Product sales
Segment Reporting Information [Line Items]
Revenue	63	47	1,820	308
MW \| Product segments \| Contract services
Segment Reporting Information [Line Items]
Revenue	15,567	18,004	54,827	54,322
Unallocated \| Product segments
Segment Reporting Information [Line Items]
Revenue	186,578	134,395	519,741	354,495
Segment adjusted income (loss) from operations	19,876	12,039	80,766	10,158
Depreciation and amortization	9,582	15,834	24,969	48,109
Unallocated \| Product segments \| Product sales
Segment Reporting Information [Line Items]
Revenue	155,923	91,216	421,173	211,533
Unallocated \| Product segments \| Contract services
Segment Reporting Information [Line Items]
Revenue	$ 30,655	$ 43,179	$ 98,568	$ 142,962

Leases - Components of lease costs (Details) - USD ($) $ in Thousands	9 Months Ended
	Jan. 27, 2024	Jan. 28, 2023
Components of lease costs
Operating lease cost	$ 6,923	$ 5,866
Short term lease cost	984	662
Variable lease cost	1,192	1,485
Total lease costs, net	$ 9,099	$ 8,013

Leases

9 Months Ended

Jan. 27, 2024

Leases

Leases

10. Leases

The Company leases certain buildings, land and equipment. At contract inception the Company determines whether the contract is, or contains, a lease and whether the lease should be classified as an operating or a financing lease. Operating leases are recorded in operating lease right-of-use assets, current operating lease liabilities and non-current operating lease liabilities on the unaudited condensed consolidated balance sheet.

The Company recognizes operating lease right-of-use assets and operating lease liabilities based on the present value of the future minimum lease payments over the lease term at commencement date. The Company uses its incremental borrowing rate based on the information available at commencement date to determine the present value of future payments and the appropriate lease classification. The Company defines the initial lease term to include renewal options determined to be reasonably certain. The Company’s leases have remaining lease terms of less than one year to seven years, some of which may include options to extend the lease for up to nine years, and some of which may include options to terminate the lease after three years. If the Company determines the option to extend or terminate is reasonably certain, it is included in the determination of lease assets and liabilities. For operating leases, the Company recognizes lease expense for these leases on a straight-line basis over the lease term.

Many of the Company’s real estate lease agreements contain incentives for tenant improvements, rent holidays, or rent escalation clauses. For tenant improvement incentives, if the incentive is determined to be a leasehold improvement owned by the lessee, the Company generally records incentive as a reduction to fixed lease payments thereby reducing rent expense. For rent holidays and rent escalation clauses during the lease term, the Company records rental expense on a straight-line basis over the term of the lease. For these lease incentives, the Company uses the date of initial possession as the commencement date, which is generally when the Company is given the right of access to the space and begins to make improvements in preparation for intended use.

The Company does not have any material restrictions or covenants in its lease agreements, sale-leaseback transactions, land easements or residual value guarantees.

In determining the inputs to the incremental borrowing rate calculation, the Company makes judgments about the value of the leased asset, its credit rating and the lease term including the probability of its exercising options to extend or terminate the underlying lease. Additionally, the Company makes judgments around contractual asset substitution rights in determining whether a contract contains a lease.

The components of lease costs recorded in cost of sales and selling, general and administrative (“SG&A”) expense were as follows (in thousands):


	Nine Months Ended		Nine Months Ended
	January 27,		January 28,
	2024		2023
Operating lease cost	$	6,923	$	5,866
Short term lease cost		984		662
Variable lease cost		1,192		1,485
Sublease income		—		—
Total lease costs, net	$	9,099	$	8,013

Supplemental lease information was as follows:


	Nine Months Ended		Nine Months Ended
	January 27,		January 28,
	2024		2023
	(In thousands)		(In thousands)
Cash paid for amounts included in the measurement of operating lease liabilities	$	6,895	$	5,777
Right-of-use assets obtained in exchange for new lease liabilities	$	7,399	$	6,607

Weighted average remaining lease term		52 months		56 months
Weighted average discount rate		5.2%		4.2%

Maturities of operating lease liabilities as of January 27, 2024 were as follows (in thousands):


2024	$	2,442
2025		9,552
2026		7,339
2027		6,562
2028		4,520
Thereafter		5,106
Total lease payments		35,521
Less: imputed interest		(4,609)
Total present value of operating lease liabilities	$	30,912

Share Repurchase Plan and Issuances

9 Months Ended

Jan. 27, 2024

Share Repurchase Plan and Issuances

Share Repurchase Plan and Issuances

15. Share Repurchase Plan and Issuances

The Company’s share repurchase program announced September 2015 was terminated by the Company’s Board of Directors in September 2022. There were no repurchases of the Company’s common stock during the nine months ended January 28, 2023.

On September 8, 2022, the Company filed an S-3 shelf registration statement to offer and sell shares of the Company’s common stock, including a prospectus supplement in relation to an Open Market Sale Agreement^SM, also dated September 8, 2022, with Jefferies LLC relating to the proposed offer and sale of shares of our common stock having an aggregate offering price of up to $200,000,000 from time to time through Jefferies LLC as the sales agent. During the six months ended October 28, 2023, the Company completed the Open Market Sale Agreement^SM. During the six months ended October 28, 2023 the Company sold 807,370 shares, for total gross proceeds of $91,313,000, total proceeds received of $88,574,000, net of commission expense, and $88,437,000 net of equity issuance costs. During the three and nine months ended January 28, 2023, the Company sold 96,530 and 221,971 of its shares, respectively, for total gross proceeds of $8,710,000 and $21,439,000, respectively, total proceeds received of $8,449,000 and $20,796,000, net of commission expense, respectively, and $8,325,000 and $20,104,000 net of equity issuance costs, respectively. As of January 27, 2024, the Company has completed the Open Market Sale Agreement^SM and sold 1,917,100 of its shares for total gross proceeds of $200,000,000, total proceeds received of $193,999,000, net of commission expense and $193,086,000 net of equity issuance costs.

Organization and Significant Accounting Policies - Earnings (Loss) Per Share (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jan. 27, 2024	Jan. 28, 2023	Jan. 27, 2024	Jan. 28, 2023
Numerator for basic earnings per share:
Net income (loss) attributable to AeroVironment, Inc.	$ 13,885	$ (676)	$ 53,620	$ (15,739)
Denominator for basic earnings (loss) per share:
Weighted average common shares	27,907,568	25,012,412	26,957,061	24,906,977
Dilutive effect of employee stock options, restricted stock and restricted stock units	136,559		104,348
Denominator for diluted earnings (loss) per share	28,044,127	25,012,412	27,061,409	24,906,977
Number of shares reserved for issuance	0		0
Number of anti-dilutive shares	72	145,793	606	152,047

- Definition

Amount after tax of income (loss) from continuing operations attributable to the parent.

+ References

+ Details

Debt - Future principle payments (Details) $ in Thousands	Jan. 27, 2024 USD ($)
Future principle payments
2025	$ 10,000
2026	30,000
Total	$ 40,000

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Intangibles, net

9 Months Ended

Jan. 27, 2024

Intangibles, net

Intangibles, net

7. Intangibles, net

The components of intangibles are as follows (in thousands):


	January 27,		April 30,
	2024		2023
Technology	$	101,160	$	60,817
Licenses		1,008		1,008
Customer relationships		77,378		72,645
Backlog		2,862		2,895
In-process research and development		550		550
Non-compete agreements		320		320
Trademarks and tradenames		1,668		68
Other		148		150
Intangibles, gross		185,094		138,453
Less accumulated amortization		(107,497)		(94,876)
Intangibles, net	$	77,597	$	43,577

Additions to technology, customer relationships, and trademark and tradenames primarily relate to the Tomahawk acquisition. Refer to Note 16—Business Acquisitions for further details. In addition, during the three months ended October 28, 2023, AeroVironment acquired technology intellectual property of $1,500,000 through an asset purchase agreement with Windward Performance, Ltd. Under the asset purchase agreement, AeroVironment acquired intellectual property related to unmanned aircraft for $3,000,000 consisting of $1,500,000 paid at closing plus two payments of $750,000 on the first and second anniversaries of the purchase agreement. The additional payments will be expensed to R&D on a straight-line basis over the two year term.

The weighted average amortization period at each of January 27, 2024 and April 30, 2023 was four years. Amortization expense for the three and nine months ended January 27, 2024 was $5,445,000 and $12,721,000, respectively. Amortization expense for the three and nine months ended January 28, 2023 was $6,073,000 and $17,925,000, respectively.

Estimated amortization expense for the next five years is as follows (in thousands):


	Year ending
	April 30,
2024	$	5,247
2025		19,159
2026		15,022
2027		12,654
2028		11,940
	$	64,022

Pension - Projected benefit obligation and projected fair value (Details)	3 Months Ended	12 Months Ended
	Jul. 29, 2023	Apr. 30, 2023	Jan. 27, 2024 item employee
Pension
Number of former employees \| employee			3
Number of pension commitments \| item			3
Pension Plan
Pension
Discount rate	2.40%	2.40%
In-payment benefits	1.50%	1.50%
Expected return on plan assets	2.90%	2.90%

Intangibles, net (Details) - USD ($)	3 Months Ended		9 Months Ended
Intangibles, net (Details) - USD ($)	Jan. 27, 2024	Jan. 28, 2023	Jan. 27, 2024	Jan. 28, 2023
Intangibles, net
Amortization expense	$ 5,445,000	$ 6,073,000	$ 12,721,000	$ 17,925,000
Windward Performance, Ltd.
Intangibles, net
Remaining term to be expensed	2 years		2 years
Windward Performance, Ltd. \| Paid at Close
Intangibles, net
Amount paid			$ 1,500,000
Windward Performance, Ltd. \| First Anniversary
Intangibles, net
Amount paid			750,000
Windward Performance, Ltd. \| Second Anniversary
Intangibles, net
Amount paid			750,000
Windward Performance, Ltd. \| Technology
Intangibles, net
Amount of acquired intellectual property			1,500,000
Windward Performance, Ltd. \| Unmanned Aircraft
Intangibles, net
Amount of acquired intellectual property			$ 3,000,000
Weighted average
Intangibles, net
Weighted average amortization period	4 years		4 years

Customer-Funded Research & Development (Details) - USD ($)	3 Months Ended		6 Months Ended	9 Months Ended
	Jan. 27, 2024	Jan. 28, 2023	Jan. 28, 2023	Jan. 27, 2024
Customer-Funded Research & Development
Revenue from customer funded research and development	$ 17,617,000	$ 23,193,000	$ 71,129,000	$ 61,078,000

Pension - Expected benefits paid (Details) $ in Thousands	Apr. 30, 2023 USD ($)
Pension
2024	$ 177
2025	190
2026	192
2027	195
2028	197
2029-2033	1,008
Total expected benefit payments	$ 1,959

Debt (Tables)

9 Months Ended

Jan. 27, 2024

Debt

Schedule of long-term debt and the current period interest rates


	January 27,		April 30,
	2024		2023
	(In thousands)		(In thousands)
Term loan	$	40,000	$	135,000
Revolving credit facility		—		—
Total debt		40,000		135,000
Less current portion		7,500		7,500
Total long-term debt, less current portion		32,500		127,500
Less unamortized debt issuance costs - term loans		1,208		1,596
Total long-term debt, net of unamortized debt issuance costs - term loans	$	31,292	$	125,904
Unamortized debt issuance costs - revolving credit facility	$	582	$	795
Current period interest rate		7.0%		7.1%

Schedule of Future long-term debt principle payments


	(In thousands)
2024	$	—
2025		10,000
2026		30,000
	$	40,000

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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+ Details

Warranty Reserves (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Warranty Reserves (Details) - USD ($) $ in Thousands	Jan. 27, 2024	Jan. 28, 2023	Jan. 27, 2024	Jan. 28, 2023
Warranty Reserves
Beginning balance	$ 5,242	$ 3,017	$ 3,642	$ 2,190
Balance acquired from acquisition			40
Warranty expense	507	(333)	3,294	1,110
Warranty costs settled	(383)	(387)	(1,610)	(1,003)
Ending balance	$ 5,366	$ 2,297	$ 5,366	$ 2,297

Income Taxes

9 Months Ended

Jan. 27, 2024

Income Taxes

Income Taxes

14. Income Taxes

For the three and nine months ended January 27, 2024, the Company recorded a provision for income taxes of $1,259,000 and $3,710,000, yielding an effective tax rate of 8.3% and 6.3%, respectively. For the three and nine months ended January 28, 2023, the Company recorded a benefit from income taxes of $(531,000) and $(8,382,000) yielding an effective tax rate of 67.2% and 38.3%, respectively. The variance from statutory rates for the three and nine months ended January 27, 2024 was primarily due to foreign-derived intangible income (“FDII”) deductions and to federal R&D credits. Historically, the Company calculated the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate (“AETR”) for the full fiscal year to the pretax income or loss for the interim reporting period. For the three and nine months ended January 28, 2023, the Company calculated the provision for income taxes using a discrete effective tax rate (“ETR”) method. The Company determined that due to the fact that small changes in the Company’s estimated pretax income or loss would result in significant changes in the estimated AETR, the historical method would not provide a reliable estimate for the three and nine months ended January 28, 2023. The variance from statutory rates for the three and nine months ended January 28, 2023 was primarily due to a combination of federal R&D credits, the FDII deduction and discrete excess tax benefits resulting from the vesting of restricted stock awards and exercises of stock options.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

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+ Details

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jan. 27, 2024	Apr. 30, 2023
Condensed Consolidated Balance Sheets
Accounts receivable, allowance for doubtful accounts (in dollars)	$ 88	$ 156
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, Authorized shares	10,000,000	10,000,000
Preferred stock, issued shares	0	0
Preferred stock, outstanding shares	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, Authorized shares	100,000,000	100,000,000
Common stock, Issued shares	28,136,735	28,136,735
Common stock, outstanding shares	26,216,897

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Jan. 27, 2024	Feb. 28, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jan. 27, 2024
Document Transition Report	false
Entity File Number	001-33261
Entity Registrant Name	AEROVIRONMENT, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	95-2705790
Entity Address, Address Line One	241 18th Street South, Suite 415
Entity Address, City or Town	Arlington
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22202
City Area Code	805
Local Phone Number	520-8350
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	AVAV
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		28,135,734
Entity Central Index Key	0001368622
Current Fiscal Year End Date	--04-30
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Amendment Flag	false

Accumulated Other Comprehensive Loss and Reclassifications Adjustments (Tables)

9 Months Ended

Jan. 27, 2024

Accumulated Other Comprehensive Loss and Reclassifications Adjustments

Schedule of components of accumulated other comprehensive loss and adjustments

The components of accumulated other comprehensive loss and adjustments are as follows (in thousands):


	Nine Months Ended		Nine Months Ended
	January 27,		January 28,
	2024		2023
Balance, net of $0 and $8 deferred taxes, as of April 30, 2023 and April 30, 2022, respectively	$	(4,452)	$	(6,514)
Unrealized gain on available-for-sale investments, net of deferred tax expense of $0 for the nine months ended January 27, 2024 and January 28, 2023, respectively		—		26
Change in foreign currency translation adjustments		(436)		1,433
Balance, net of $0 deferred taxes, as of January 27, 2024 and January 28, 2023, respectively	$	(4,888)	$	(5,055)

Insider Trading Arrangements	9 Months Ended
Insider Trading Arrangements	Jan. 27, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Inventories, net

9 Months Ended

Jan. 27, 2024

Inventories, net

Inventories, net

4. Inventories, net

Inventories consist of the following (in thousands):


	January 27,		April 30,
	2024		2023


Raw materials	$	65,296	$	67,775
Work in process		56,819		43,276
Finished goods		63,690		42,968
Inventories, gross		185,805		154,019
Reserve for inventory excess and obsolescence		(24,421)		(15,205)
Inventories, net	$	161,384	$	138,814

Equity Method Investments - Investment in Limited Partnership Fund (Details) - USD ($)	1 Months Ended		3 Months Ended		9 Months Ended		12 Months Ended
	Mar. 31, 2022	Jul. 31, 2019	Jan. 27, 2024	Jan. 28, 2023	Jan. 27, 2024	Jan. 28, 2023	Apr. 30, 2023	Apr. 30, 2022	Apr. 30, 2021
Equity Method Investments
Equity method investment loss, net of tax			$ (80,000)	$ (417,000)	$ (1,494,000)	$ (2,190,000)
Carrying value of investment			19,022,000		19,022,000		$ 18,644,000
Limited Partnership Fund
Equity Method Investments
Capital contributions								$ 10,000,000	$ 10,000,000
Contribution commitments								$ 0
Limited Partnership Fund \| Equity method investment loss, net of tax
Equity Method Investments
Equity method investment loss, net of tax			(80,000)	(417,000)	(1,494,000)	(2,190,000)
Income tax expense from equity method investments			0		0
Limited Partnership Fund \| Long term investments
Equity Method Investments
Carrying value of investment			19,022,000		$ 19,022,000		18,644,000
Limited Partnership Fund, Technologies and Start-Up
Equity Method Investments
Capital contributions	$ 20,000,000		$ 1,875,000				$ 5,778,000
Expected years contributions will be made	5 years
Additional capital contributions		$ 12,347,000
Limited Partnership Fund, Technologies and Start-Up \| Equity method investment loss, net of tax
Equity Method Investments
Income tax expense from equity method investments				$ 0		$ 0

Organization and Significant Accounting Policies (Policies)

9 Months Ended

Jan. 27, 2024

Organization and Significant Accounting Policies

Basis of Presentation

Recently Adopted Accounting Standards

The Company did not adopt any accounting standards during the nine months ended January 27, 2024.

Reclassifications

Revenue Recognition

Performance Obligations


	Three Months Ended				Nine Months Ended
	January 27,		January 28,		January 27,		January 28,
Revenue percentage by recognition method	2024		2023		2024		2023
Over time		46%		45%		40%		54%
Point in time		54%		55%		60%		46%
Total revenue		100%		100%		100%		100%

Contract Estimates

Revenue by Category

The following tables present the Company’s revenue disaggregated by segment, contract type, customer category and geographic location (in thousands):


	Three Months Ended				Nine Months Ended
	January 27,		January 28,		January 27,		January 28,
Revenue by segment	2024		2023		2024		2023
UMS	$	113,290	$	92,329	$	344,270	$	221,738
LMS		57,658		24,015		118,824		78,127
MW		15,630		18,051		56,647		54,630
Total revenue	$	186,578	$	134,395	$	519,741	$	354,495


	Three Months Ended				Nine Months Ended
	January 27,		January 28,		January 27,		January 28,
Revenue by contract type	2024		2023		2024		2023
FFP	$	167,256	$	109,119	$	457,077	$	275,184
CPFF		17,925		24,115		59,445		75,583
T&M		1,397		1,161		3,219		3,728
Total revenue	$	186,578	$	134,395	$	519,741	$	354,495


	Three Months Ended				Nine Months Ended
	January 27,		January 28,		January 27,		January 28,
Revenue by customer category	2024		2023		2024		2023
U.S. government	$	133,761	$	83,398	$	385,069	$	226,191
Non-U.S. government		52,817		50,997		134,672		128,304
Total revenue	$	186,578	$	134,395	$	519,741	$	354,495

	Three Months Ended				Nine Months Ended
	January 27,		January 28,		January 27,		January 28,
Revenue by geographic location	2024		2023		2024		2023
Domestic	$	62,865	$	55,955	$	186,445	$	174,135
International		123,713		78,440		333,296		180,360
Total revenue	$	186,578	$	134,395	$	519,741	$	354,495

Contract Balances

Segments

Investments

Fair Values of Financial Instruments

Fair values of cash and cash equivalents, accounts receivable, unbilled receivables and retentions, and accounts payable approximate cost due to the short period of time to maturity.

Government Contracts

Earnings (Loss) Per Share

Earnings (Loss) Per Share

Basic earnings (loss) per share is computed using the weighted-average number of common shares outstanding, excluding shares of unvested restricted stock.

The reconciliation of basic to diluted shares is as follows (in thousands except share data):


		Three Months Ended				Nine Months Ended
	January 27, 2024		January 28, 2023		January 27, 2024		January 28, 2023
Net income (loss) attributable to AeroVironment, Inc.	$	13,885	$	(676)	$	53,620	$	(15,739)
Denominator for basic earnings (loss) per share:
Weighted average common shares		27,907,568		25,012,412		26,957,061		24,906,977
Dilutive effect of employee stock options, restricted stock and restricted stock units		136,559		—		104,348		—
Denominator for diluted earnings (loss) per share		28,044,127		25,012,412		27,061,409		24,906,977

Recently Issued Accounting Standards

Segments -Reconciliation from adjusted income from operations to income (loss) before taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jan. 27, 2024	Jan. 28, 2023	Jan. 27, 2024	Jan. 28, 2023
Segment Reporting Information [Line Items]
Segment adjusted income (loss) from operations	$ 19,876	$ 12,039	$ 80,766	$ 10,158
Amortization of acquired intangible assets and other purchase accounting adjustments	(5,596)	(7,146)	(13,175)	(21,949)
Acquisition-related expenses	54	(286)	(1,712)	(1,190)
Other income (expense), net	1,004	(2,587)	(2,983)	(2,183)
Interest (expense), net	(114)	(2,810)	(4,072)	(6,722)
Income (loss) before income taxes	$ 15,224	$ (790)	$ 58,824	$ (21,886)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(11))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 31
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
-Paragraph 1
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-Publisher FASB
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
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-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

Condensed Consolidated Statements of Stockholders Equity (Unaudited) - USD ($) $ in Thousands	Total AeroVironment, Inc. Equity	Common Stock	Additional Paid-In Capital	Retained Earnings	Accumulated Other Comprehensive (Loss) Income	Non-controlling Interest	Total
Beginning Balance at Apr. 30, 2022	$ 607,969	$ 2	$ 267,248	$ 347,233	$ (6,514)	$ 241	$ 608,210
Beginning Balance (in shares) at Apr. 30, 2022		24,951,287
Increase (Decrease) in Stockholders' Equity
Net (loss) income	(15,739)			(15,739)		45	(15,694)
Unrealized loss on investments	26				26		26
Foreign currency translation	1,433				1,433		1,433
Stock options exercised	868		868				868
Stock options exercised (in shares)		35,000
Restricted stock awards (in shares)		77,169
Restricted stock awards forfeited (in shares)		(10,679)
Tax withholding payment related to net share settlement of equity awards	(853)		(853)				(853)
Tax withholding payment related to net share settlement of equity awards (in shares)		(10,723)
Shares issued, net of issuance costs	20,701	$ 2	20,699				20,701
Shares issued, net of issuance costs (in shares)		221,971
Deconsolidation of previously controlled subsidiary						$ (286)	(286)
Stock-based compensation	7,108		7,108				7,108
Ending Balance at Jan. 28, 2023	621,513	$ 4	295,070	331,494	(5,055)		621,513
Ending Balance (in shares) at Jan. 28, 2023		25,264,025
Beginning Balance at Oct. 29, 2022	607,483	$ 4	283,789	332,170	(8,480)		607,483
Beginning Balance (in shares) at Oct. 29, 2022		25,157,618
Increase (Decrease) in Stockholders' Equity
Net (loss) income	(676)			(676)			(676)
Foreign currency translation	3,425				3,425		3,425
Stock options exercised	186		186				186
Stock options exercised (in shares)		10,000
Restricted stock awards (in shares)		1,812
Restricted stock awards forfeited (in shares)		(1,935)
Shares issued, net of issuance costs	8,389		8,389				8,389
Shares issued, net of issuance costs (in shares)		96,530
Stock-based compensation	2,706		2,706				2,706
Ending Balance at Jan. 28, 2023	621,513	$ 4	295,070	331,494	(5,055)		621,513
Ending Balance (in shares) at Jan. 28, 2023		25,264,025
Beginning Balance at Apr. 30, 2023	550,970	$ 4	384,397	171,021	(4,452)		550,970
Beginning Balance (in shares) at Apr. 30, 2023		26,216,897
Increase (Decrease) in Stockholders' Equity
Net (loss) income	53,620			53,620			53,620
Foreign currency translation	(436)				(436)		(436)
Restricted stock awards (in shares)		149,990
Restricted stock awards forfeited (in shares)		(9,602)
Business acquisition	109,820		109,820				109,820
Business acquisition (in shares)		985,999
Tax withholding payment related to net share settlement of equity awards	(1,370)		(1,370)				(1,370)
Tax withholding payment related to net share settlement of equity awards (in shares)		(13,919)
Shares issued, net of issuance costs	87,956		87,956				87,956
Shares issued, net of issuance costs (in shares)		807,370
Stock-based compensation	12,425		12,425				12,425
Ending Balance at Jan. 27, 2024	812,985	$ 4	593,228	224,641	(4,888)		812,985
Ending Balance (in shares) at Jan. 27, 2024		28,136,735
Beginning Balance at Oct. 28, 2023	793,730	$ 4	589,047	210,756	(6,077)		793,730
Beginning Balance (in shares) at Oct. 28, 2023		28,135,539
Increase (Decrease) in Stockholders' Equity
Net (loss) income	13,885			13,885			13,885
Foreign currency translation	1,189				1,189		1,189
Restricted stock awards (in shares)		4,622
Restricted stock awards forfeited (in shares)		(3,426)
Stock-based compensation	4,181		4,181				4,181
Ending Balance at Jan. 27, 2024	$ 812,985	$ 4	$ 593,228	$ 224,641	$ (4,888)		$ 812,985
Ending Balance (in shares) at Jan. 27, 2024		28,136,735

Fair Value Measurements

9 Months Ended

Jan. 27, 2024

Fair Value Measurements

Fair Value Measurements

3. Fair Value Measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy contains three levels as follows:

●Level 1—Inputs to the valuation based upon quoted prices (unadjusted) for identical assets or liabilities in active markets that are accessible as of the measurement date.

●Level 2—Inputs to the valuation include quoted prices in either markets that are not active, or in active markets for similar assets or liabilities, inputs other than quoted prices that are observable, and inputs that are derived principally from or corroborated by observable market data.

●Level 3—Inputs to the valuation that are unobservable inputs for the asset or liability.

The Company’s financial assets measured at fair value on a recurring basis at January 27, 2024, were as follows (in thousands):


	Fair Value Measurement Using
			Significant
	Quoted prices in		other		Significant
	active markets for		observable		unobservable
	identical assets		inputs		inputs
Description	(Level 1)		(Level 2)		(Level 3)		Total
Equity securities	$	2,065	$	—	$	—	$	2,065
Warrants		—		195		—		195
Total	$	2,065	$	195	$	—	$	2,260

The Company had no financial liabilities measured at fair value on a recurring basis at January 27, 2024.

The Company’s financial assets measured at fair value on a recurring basis at April 30, 2023, were as follows (in thousands):


	Fair Value Measurement Using
			Significant
	Quoted prices in		other		Significant
	active markets for		observable		unobservable
	identical assets		inputs		inputs
Description	(Level 1)		(Level 2)		(Level 3)		Total
Equity securities	$	4,714	$	—	$	—	$	4,714
Warrants		—		255		—		255
Total	$	4,714	$	255	$	—	$	4,969

The Company’s financial liabilities measured at fair value on a recurring basis at April 30, 2023, were as follows (in thousands):


	Fair Value Measurement Using
			Significant
	Quoted prices in		other		Significant
	active markets for		observable		unobservable
	identical assets		inputs		inputs
Description	(Level 1)		(Level 2)		(Level 3)		Total
Contingent consideration	$	—	$	—	$	2,109	$	2,109
Total	$	—	$	—	$	2,109	$	2,109

The following table provides a reconciliation between the beginning and ending balances of items measured at fair value on a recurring basis that used significant unobservable inputs (Level 3) (in thousands):


	Fair Value
	Measurements Using
	Significant
	Unobservable Inputs
		Liabilities
Description	(Level 3)
Balance at May 1, 2023	$	2,109
Business acquisition		—
Transfers to Level 3		—
Total fair value measurement adjustments (realized or unrealized)
Included in selling, general and administrative		23
Settlements		(2,132)
Balance at January 27, 2024	$	—
The amount of total (gains) or losses for the period included in earnings attributable to the change in unrealized gains or losses relating to assets or liabilities still held at January 27, 2024	$	—

On May 3, 2021, the Company closed its acquisition of Telerob Gesellschaft für Fernhantierungstechnik mbH (“Telerob GmbH”), including Telerob GmbH’s wholly-owned subsidiary, Telerob USA, Inc. (“Telerob USA,” and collectively with Telerob GmbH, “Telerob”) pursuant to its Share Purchase Agreement (the “Telerob Purchase Agreement”) with Unmanned Systems Investments GmbH (the “Telerob Seller”). Pursuant to the Telerob Purchase Agreement, the Telerob Sellers may receive up to a maximum of €6,000,000 (approximately $6,511,000) in additional cash consideration if specific revenue and contract award targets for Telerob were achieved during the 36 month period after closing. The contingent consideration was valued using a Black-Scholes option-pricing model. The analysis considered, among other items, contractual terms of the Telerob Purchase Agreement, the Company’s discount rate, the timing of expected future cash flows and the probability that the revenue and contract award targets required for payment of the contingent

consideration will be achieved. The fair value of the contingent consideration was recorded in other current liabilities on the condensed consolidated balance sheet. The first year earnout of €2,000,000 (approximately $2,170,000) was not achieved. During the fiscal year ended April 30, 2023, the second year earnout of €2,000,000 (approximately $2,132,000) was achieved and was paid in November 2023. The third earnout of €2,000,000 (approximately $2,170,000) is not expected to be achieved.

On September 12, 2022, the Company invested $5,000,000 and acquired 500,000 shares and 500,000 privately placed, redeemable warrants of Amprius Technologies, Inc. The privately placed, redeemable warrants have an exercise price of $12.50 and redemption price of $20.00. The Company measures the fair value of the privately placed, redeemable warrants using the quoted market price of the public warrants which have an exercise price of $11.50 and a redemption price of $18.00 and classifies the warrants as a level 2 fair value measurement. On September 9, 2022, the Company acquired 10,000 shares of Nauticus Robotics, Inc. for $100,000.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Segments

9 Months Ended

Jan. 27, 2024

Segments

Segments

18. Segments

Effective May 1, 2023, the Company reorganized its segments. Due to the Company’s growth as an organization, the reorganization was implemented to drive additional operational improvements, foster synergies and provide leaders with greater autonomy over their product lines. The Company’s reportable segments are as follows:

Unmanned Systems—The UMS segment, which consists of the former SUAS, MUAS and UGV segments and the recently acquired Tomahawk, focuses primarily on small UAS products designed to operate reliably at lower altitudes in a wide range of environmental conditions, providing a vantage point from which to collect and deliver valuable information as well as related support including training, spare and accessory parts, product repair, product replacement, maintenance and upgrades; medium UAS products designed to operate reliably at medium altitudes with longer range while carrying larger payloads including airborne platforms, payloads and payload integration, and ground support equipment and other items and services related generally to unmanned aircraft systems historically including ISR services; UGV products designed to help responders remove, contain or neutralize these hazards in situations where improvised explosive devices, caustic chemicals, nuclear, radiological or biological hazards or violent individuals represent significant danger to humans; and AI-enabled common control and communication solutions that allow any unmanned system to be controlled from a common user interface while aggregating data from multiple platforms to provide real time intelligence.

Loitering Munitions Systems—The LMS segment, which consists of the former Tactical Missile Systems segment, focuses primarily on tube-launched aircraft that deploy with the push of a button, fly at higher speeds than small UAS products, and perform either effects delivery or reconnaissance missions, and related support services including training, spare parts, product repair, and product replacement. The LMS segment also includes customer-funded research and development programs.

MacCready Works—The MW segment, which consists of the former MacCready Works and High Altitude Pseudo-Satellite systems (“HAPS”) segments, focuses on customer-funded research and development in the areas of HAPS, robotics, sensors, software analytics, data intelligence and connectivity. This segment contains the Company’s center of excellence for the development of machine learning, object identification and autonomy solutions and also seeks to identify new products, services and businesses for the Company.

The accounting policies of the segments are the same as those described in Note 1, “Organization and Significant Accounting Policies.” The operating segments do not make sales to each other. Segment adjusted income (loss) from operations is the measure of profitability used by the CODM for purposes of making decisions about allocating resources to the segments and assessing performance.


	Three Months Ended January 27, 2024
	UMS		LMS		MW		Total
Revenue:
Product sales	$	104,522	$	51,338	$	63	$	155,923
Contract services		8,768		6,320		15,567		30,655
	$	113,290	$	57,658	$	15,630	$	186,578

Segment adjusted income (loss) from operations	$	20,417	$	7,562	$	(8,103)	$	19,876

Depreciation and amortization	$	7,523	$	672	$	1,387	$	9,582


	Three Months Ended January 28, 2023
	UMS		LMS		MW		Total
Revenue:
Product sales	$	74,966	$	16,203	$	47	$	91,216
Contract services		17,363		7,812		18,004		43,179
	$	92,329	$	24,015	$	18,051	$	134,395

Segment adjusted income (loss) from operations	$	11,792	$	(129)	$	376	$	12,039

Depreciation and amortization	$	14,763	$	455	$	616	$	15,834


	Nine Months Ended January 27, 2024
	UMS		LMS		MW		Total
Revenue:
Product sales	$	318,708	$	100,645	$	1,820	$	421,173
Contract services		25,562		18,179		54,827		98,568
	$	344,270	$	118,824	$	56,647	$	519,741

Segment adjusted income (loss) from operations	$	84,048	$	11,345	$	(14,627)	$	80,766

Depreciation and amortization	$	19,104	$	1,848	$	4,017	$	24,969


	Nine Months Ended January 28, 2023
	UMS		LMS		MW		Total
Revenue:
Product sales	$	160,450	$	50,775	$	308	$	211,533
Contract services		61,288		27,352		54,322		142,962
	$	221,738	$	78,127	$	54,630	$	354,495

Segment adjusted income from operations	$	5,214	$	845	$	4,099	$	10,158

Depreciation and amortization	$	44,835	$	1,314	$	1,960	$	48,109

The following table (in thousands) provides a reconciliation from segment adjusted income from operations to income (loss) before taxes:

Three Months Ended

Nine Months Ended

	January 27,		January 28,		January 27,		January 28,
	2024		2023		2024		2023
Segment adjusted income from operations	$	19,876	$	12,039	$	80,766	$	10,158
Amortization of acquired intangible assets and other purchase accounting adjustments		(5,596)		(7,146)		(13,175)		(21,949)
Acquisition-related expenses		54		(286)		(1,712)		(1,190)
Other income (expense), net		1,004		(2,587)		(2,983)		(2,183)
Interest expense, net		(114)		(2,810)		(4,072)		(6,722)
Income (loss) before income taxes	$	15,224	$	(790)	$	58,824	$	(21,886)

Segment assets are summarized in the table below. Corporate assets primarily consist of cash and cash equivalents, prepaid expenses and other current assets, long-term investments, property and equipment, net, operating lease right-of-use assets, deferred income taxes and other assets managed centrally on behalf of the business segments.


	January 27, 2024
	UMS		LMS		MW		Corporate		Total
Identifiable assets	$	525,817	$	148,598	$	45,201	$	260,683	$	980,299


	April 30, 2023
	UMS		LMS		MW		Corporate		Total
Identifiable assets	$	474,417	$	103,375	$	39,650	$	207,135	$	824,577

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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+ Details

Long-Term Incentive Awards (Details) - Performance based restricted stock units - USD ($)	3 Months Ended				9 Months Ended		12 Months Ended
	Jan. 27, 2024	Jan. 28, 2023	Jul. 30, 2022	Jul. 31, 2021	Jan. 27, 2024	Jan. 28, 2023	Apr. 30, 2023
Fiscal 2024 LTIP
Stock Based Compensation
Stock based compensation expense	$ 965,000				$ 2,798,000	$ 0
Exercisable period from grant date					3 years
Fiscal 2024 LTIP \| 100% Vested
Stock Based Compensation
Vesting (as a percentage)					100.00%
Fiscal 2024 LTIP \| 50% Vested
Stock Based Compensation
Vesting (as a percentage)					50.00%
Fiscal 2024 LTIP \| 250% Vested
Stock Based Compensation
Vesting (as a percentage)					250.00%
Fiscal 2024 LTIP \| Maximum
Stock Based Compensation
Stock based compensation expense					$ 15,836,000
Fiscal 2023 LTIP
Stock Based Compensation
Stock based compensation expense	702,000	$ 642,000			2,554,000	1,703,000
Exercisable period from grant date			3 years
Fiscal 2023 LTIP \| 100% Vested
Stock Based Compensation
Vesting (as a percentage)			100.00%
Fiscal 2023 LTIP \| 50% Vested
Stock Based Compensation
Vesting (as a percentage)			50.00%
Fiscal 2023 LTIP \| 250% Vested
Stock Based Compensation
Vesting (as a percentage)			250.00%
Fiscal 2023 LTIP \| Maximum
Stock Based Compensation
Stock based compensation expense					11,611,000
Fiscal 2022 LTIP
Stock Based Compensation
Stock based compensation expense	$ 125,000	(31,000)			613,000	84,000
Exercisable period from grant date				3 years
Fiscal 2022 LTIP \| 100% Vested
Stock Based Compensation
Vesting (as a percentage)				100.00%
Fiscal 2022 LTIP \| 50% Vested
Stock Based Compensation
Vesting (as a percentage)				50.00%
Fiscal 2022 LTIP \| 250% Vested
Stock Based Compensation
Vesting (as a percentage)				250.00%
Fiscal 2022 LTIP \| Maximum
Stock Based Compensation
Stock based compensation expense					$ 9,214,000
Fiscal 2021 LTIP
Stock Based Compensation
Stock based compensation expense		$ 36,000				$ 228,000
Exercisable period from grant date							3 years
Issue of fully-vested shares of common stock to settle					5,772

Leases (Details)	9 Months Ended
Leases (Details)	Jan. 27, 2024
Leases
Option to extend	true
Option to terminate	true
Option to terminate period (in years)	3 years
Minimum
Leases
Remaining lease terms (in years)	1 year
Maximum
Leases
Remaining lease terms (in years)	7 years
Option to extend period (in years)	9 years

Investments (Details) - USD ($) $ in Thousands	Jan. 27, 2024	Apr. 30, 2023
Long-term investments:
Total long-term available-for-sale securities investments	$ 2,260	$ 4,969
Equity Method Investments.	19,022	18,644
Total long-term investments	21,282	23,613
Equity securities and warrants
Long-term investments:
Total long-term investments	2,260	$ 4,969
Investment, Type [Extensible Enumeration]		us-gaap:DebtSecuritiesMember
Investment in limited partnership fund
Long-term investments:
Equity Method Investments.	$ 19,022	$ 18,644

- Definition

Indicates type of investment. Includes, but is not limited to, common stock, preferred stock, convertible security, fixed income security, government security, option purchased, warrant, loan participation and assignment, commercial paper, bankers' acceptance, certificates of deposit, short-term security, repurchase agreement, and other investment company.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480524/946-210-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480524/946-210-50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.12-12A(Column A)(Footnote 2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480032/946-320-S99-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 6
-Subparagraph (SX 210.12-14(Column A)(Footnote 2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480032/946-320-S99-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.12-12(Column A)(Footnote 2)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480032/946-320-S99-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.12-12(Column C)(Footnote 5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480032/946-320-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-12B(Column A)(Footnote 1)(a))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480032/946-320-S99-3

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-12B(Column C)(Footnote 2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480032/946-320-S99-3

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 6
-Subparagraph (SX 210.12-14(Column F)(Footnote 7))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480032/946-320-S99-6

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.12-12A(Column C)(Footnote 4))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480032/946-320-S99-2

+ Details

Organization and Significant Accounting Policies (Tables)

9 Months Ended

Jan. 27, 2024

Organization and Significant Accounting Policies

Schedule of revenue by category

The following tables present the Company’s revenue disaggregated by segment, contract type, customer category and geographic location (in thousands):


	Three Months Ended				Nine Months Ended
	January 27,		January 28,		January 27,		January 28,
Revenue by segment	2024		2023		2024		2023
UMS	$	113,290	$	92,329	$	344,270	$	221,738
LMS		57,658		24,015		118,824		78,127
MW		15,630		18,051		56,647		54,630
Total revenue	$	186,578	$	134,395	$	519,741	$	354,495


	Three Months Ended				Nine Months Ended
	January 27,		January 28,		January 27,		January 28,
Revenue by contract type	2024		2023		2024		2023
FFP	$	167,256	$	109,119	$	457,077	$	275,184
CPFF		17,925		24,115		59,445		75,583
T&M		1,397		1,161		3,219		3,728
Total revenue	$	186,578	$	134,395	$	519,741	$	354,495


	Three Months Ended				Nine Months Ended
	January 27,		January 28,		January 27,		January 28,
Revenue by customer category	2024		2023		2024		2023
U.S. government	$	133,761	$	83,398	$	385,069	$	226,191
Non-U.S. government		52,817		50,997		134,672		128,304
Total revenue	$	186,578	$	134,395	$	519,741	$	354,495

	Three Months Ended				Nine Months Ended
	January 27,		January 28,		January 27,		January 28,
Revenue by geographic location	2024		2023		2024		2023
Domestic	$	62,865	$	55,955	$	186,445	$	174,135
International		123,713		78,440		333,296		180,360
Total revenue	$	186,578	$	134,395	$	519,741	$	354,495

Schedule of reconciliation of basic to diluted shares

The reconciliation of basic to diluted shares is as follows (in thousands except share data):


		Three Months Ended				Nine Months Ended
	January 27, 2024		January 28, 2023		January 27, 2024		January 28, 2023
Net income (loss) attributable to AeroVironment, Inc.	$	13,885	$	(676)	$	53,620	$	(15,739)
Denominator for basic earnings (loss) per share:
Weighted average common shares		27,907,568		25,012,412		26,957,061		24,906,977
Dilutive effect of employee stock options, restricted stock and restricted stock units		136,559		—		104,348		—
Denominator for diluted earnings (loss) per share		28,044,127		25,012,412		27,061,409		24,906,977

Accumulated Other Comprehensive Loss and Reclassifications Adjustments

9 Months Ended

Jan. 27, 2024

Accumulated Other Comprehensive Loss and Reclassifications Adjustments

Accumulated Other Comprehensive Loss and Reclassifications Adjustments

11. Accumulated Other Comprehensive Loss and Reclassifications Adjustments

The components of accumulated other comprehensive loss and adjustments are as follows (in thousands):


	Nine Months Ended		Nine Months Ended
	January 27,		January 28,
	2024		2023
Balance, net of $0 and $8 deferred taxes, as of April 30, 2023 and April 30, 2022, respectively	$	(4,452)	$	(6,514)
Unrealized gain on available-for-sale investments, net of deferred tax expense of $0 for the nine months ended January 27, 2024 and January 28, 2023, respectively		—		26
Change in foreign currency translation adjustments		(436)		1,433
Balance, net of $0 deferred taxes, as of January 27, 2024 and January 28, 2023, respectively	$	(4,888)	$	(5,055)

Investments - Equity Securities (Details) - Equity securities and warrants - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jan. 27, 2024	Jan. 28, 2023	Jan. 27, 2024	Jan. 28, 2023
Debt Securities, Available-for-Sale [Line Items]
Net loss recognized during the period on equity securities	$ 751	$ (2,726)	$ (2,712)	$ (1,798)
Unrealized loss recognized during the period on equity securities still held at the reporting date	$ 751	$ (2,726)	$ (2,712)	$ (1,798)

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aa)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aaa)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

+ Details

Fair Value Measurements - Reconciliation (Details) - Significant unobservable inputs (Level 3) $ in Thousands	9 Months Ended
	Jan. 27, 2024 USD ($)
Reconciliation between beginning and ending balances of items measured at fair value on recurring basis
Settlements	$ (2,132)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at the beginning of the period	2,109
Total fair value measurement adjustments (realized or unrealized)	$ 23
Included in selling, general and administrative	Selling, general and administrative

Investments (Tables)

9 Months Ended

Jan. 27, 2024

Investments

Schedule of investments

Investments consist of the following (in thousands):


	January 27,		April 30,
	2024		2023
Long-term investments:
Available-for-sale securities:
Equity securities and warrants		2,260		4,969
Total long-term available-for-sale securities investments		2,260		4,969
Equity method investments
Investments in limited partnership funds		19,022		18,644
Total equity method investments		19,022		18,644
Total long-term investments	$	21,282	$	23,613

Schedule of equity securities and warrants are measured at fair value with net unrealized gains and losses from changes in the fair value recognized in other income


	Three Months Ended		Three Months Ended		Nine Months Ended		Nine Months Ended
	January 27, 2024		January 28, 2023		January 27, 2024		January 28, 2023
Net gains (losses) recognized during the period on equity securities	$	751	$	(2,726)	$	(2,712)	$	(1,798)
Less: Net loss recognized during the period on equity securities sold during the period		—		—		—		—
Unrealized gain (loss) recognized during the period on equity securities still held at the reporting date	$	751	$	(2,726)	$	(2,712)	$	(1,798)

Segments (Tables)

9 Months Ended

Jan. 27, 2024

Segments

Schedule of identifiable assets by segment


	January 27, 2024
	UMS		LMS		MW		Corporate		Total
Identifiable assets	$	525,817	$	148,598	$	45,201	$	260,683	$	980,299


	April 30, 2023
	UMS		LMS		MW		Corporate		Total
Identifiable assets	$	474,417	$	103,375	$	39,650	$	207,135	$	824,577

Fair Value Measurements (Tables)

9 Months Ended

Jan. 27, 2024

Fair Value Measurements

Schedule of financial assets measured at fair value on a recurring basis

The Company’s financial assets measured at fair value on a recurring basis at January 27, 2024, were as follows (in thousands):


	Fair Value Measurement Using
			Significant
	Quoted prices in		other		Significant
	active markets for		observable		unobservable
	identical assets		inputs		inputs
Description	(Level 1)		(Level 2)		(Level 3)		Total
Equity securities	$	2,065	$	—	$	—	$	2,065
Warrants		—		195		—		195
Total	$	2,065	$	195	$	—	$	2,260

The Company’s financial assets measured at fair value on a recurring basis at April 30, 2023, were as follows (in thousands):


	Fair Value Measurement Using
			Significant
	Quoted prices in		other		Significant
	active markets for		observable		unobservable
	identical assets		inputs		inputs
Description	(Level 1)		(Level 2)		(Level 3)		Total
Equity securities	$	4,714	$	—	$	—	$	4,714
Warrants		—		255		—		255
Total	$	4,714	$	255	$	—	$	4,969

Schedule of financial liabilities measured at fair value on recurring basis

The Company’s financial liabilities measured at fair value on a recurring basis at April 30, 2023, were as follows (in thousands):


	Fair Value Measurement Using
			Significant
	Quoted prices in		other		Significant
	active markets for		observable		unobservable
	identical assets		inputs		inputs
Description	(Level 1)		(Level 2)		(Level 3)		Total
Contingent consideration	$	—	$	—	$	2,109	$	2,109
Total	$	—	$	—	$	2,109	$	2,109

Schedule of reconciliation between beginning and ending balances of items measured at fair value on recurring basis that used significant unobservable inputs (Level 3)


	Fair Value
	Measurements Using
	Significant
	Unobservable Inputs
		Liabilities
Description	(Level 3)
Balance at May 1, 2023	$	2,109
Business acquisition		—
Transfers to Level 3		—
Total fair value measurement adjustments (realized or unrealized)
Included in selling, general and administrative		23
Settlements		(2,132)
Balance at January 27, 2024	$	—
The amount of total (gains) or losses for the period included in earnings attributable to the change in unrealized gains or losses relating to assets or liabilities still held at January 27, 2024	$	—

Fair Value Measurements - (Details) - Recurring basis - USD ($) $ in Thousands	Jan. 27, 2024	Apr. 30, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	$ 2,065	$ 4,714
Warrants	195	255
Total	2,260	4,969
Contingent consideration		2,109
Total		2,109
Quoted prices in active market for identical assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	2,065	4,714
Total	2,065	4,714
Significant other observable inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants	195	255
Total	$ 195	255
Significant unobservable inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration		2,109
Total		$ 2,109

Pension (Tables)

9 Months Ended

Jan. 27, 2024

Pension

Schedule of projected benefit obligation and fair value of plan assets


	April 30,
	2023
	(In thousands)
Projected benefit obligation	$	(3,192)
Fair value of plan assets		3,870
Funded status of the plan	$	678

Schedule of expected benefits payments

Expected benefit payments as of April 30, 2023 (in thousands):


2024	$	177
2025		190
2026		192
2027		195
2028		197
2029-2033		1,008
Total expected benefit payments	$	1,959

Schedule net periodic benefit cost (in thousands) is recorded in interest (expense) income, net

Net periodic benefit cost (in thousands) is recorded in interest expense, net.


	Three Months Ended				Nine Months Ended
	January 27,		January 28,		January 27,		January 28,
	2024		2023		2024		2023
	(In thousands)		(In thousands)		(In thousands)		(In thousands)
Expected return on plan assets	$	—	$	—	$	—	$	—
Interest cost		30		(35)		89		(52)
Actuarial gain		—		—		—		241
Net periodic benefit cost	$	30	$	(35)	$	89	$	189

Leases - Supplemental lease information (Details) - USD ($) $ in Thousands	9 Months Ended
	Jan. 27, 2024	Jan. 28, 2023
Leases
Cash paid for amounts included in the measurement of operating lease liabilities	$ 6,895	$ 5,777
Right-of-use assets obtained in exchange for new lease liabilities	$ 7,399	$ 6,607
Weighted average remaining lease term	52 months	56 months
Weighted average discount rate	5.20%	4.20%

Business Acquisitions - Planck (Details) - USD ($)		3 Months Ended		9 Months Ended
Business Acquisitions - Planck (Details) - USD ($)	Aug. 17, 2022	Jan. 27, 2024	Jan. 28, 2023	Jan. 27, 2024	Jan. 28, 2023	Apr. 30, 2023
Business Acquisitions
Acquisition-related costs		$ 54,000	$ (286,000)	$ (1,712,000)	$ (1,190,000)
Fair value of assets acquired:
Goodwill		$ 275,189,000		$ 275,189,000		$ 180,801,000
Planck Aerosystems, Inc. ("Planck")
Business Acquisitions
Cash consideration, net of cash acquired	$ 5,105,000
Amount of holdback	500,000
Revenue from operation in business acquisition			76,000
Fair value of assets acquired:
Inventories	109,000
Other assets	19,000
Property and equipment, net	13,000
Goodwill	1,633,000
Total identifiable net assets	5,674,000
Fair value of liabilities assumed:
Customer advances	69,000
Total liabilities assumed	69,000
Total identifiable net assets	5,605,000
Fair value of consideration transferred:
Cash consideration, net of cash acquired	5,105,000
Holdback	500,000
Total consideration	5,605,000
Supplemental Pro Forma Information (unaudited)
Revenue			134,395,000		357,411,000
Net loss attributable to AeroVironment, Inc.			$ (390,000)		$ (13,840,000)
Planck Aerosystems, Inc. ("Planck") \| Technology
Fair value of assets acquired:
Intangible assets	3,200,000
Planck Aerosystems, Inc. ("Planck") \| Backlog.
Fair value of assets acquired:
Intangible assets	$ 700,000