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United States securities and exchange commission logo
February 26, 2024
Kevin P. McDonnell
Chief Financial Officer
AeroVironment, Inc.
241 18th Street South, Suite 415
Arlington, VA 22202
Re: AeroVironment, Inc.
Form 10-K for the
Fiscal Year Ended April 30, 2023
File No. 001-33261
Dear Kevin P. McDonnell:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended April 30, 2023
Managements Discussion and Analysis of Financial Condition and Results
of Operations
Critical Accounting Policies and Estimates
Goodwill, page 63
1. We note your disclosure
that subsequent to the performance of your annual goodwill
impairment test, in May
2023 a triggering event was identified that indicated that the
carrying value of the
MUAS reporting unit exceeded its fair value and that you recorded a
$156 million goodwill
impairment charge. We further note disclosure on page 59 under
the heading Impairment
of Goodwill, that you determined that it was more likely than not
that the fair value of
the other reporting units were more than their carrying values as of
the annual goodwill
impairment test date. If you determined that the estimated fair value
substantially exceeds
the carrying value for each of your reporting units, please disclose
this determination. To
the extent that the estimated fair value for any of your reporting
units is not
substantially in excess of its carrying value and is potentially at risk of
failing
step one of your
goodwill impairment analysis, please disclose (a) the percentage by
which the fair value of
the reporting unit exceeded the carrying value as of the date of the
Kevin P. McDonnell
AeroVironment, Inc.
February 26, 2024
Page 2
most recent test; (b) discuss the degree of uncertainty associated
with the key assumptions
and (c) describe the potential events and/or changes in circumstance
that could reasonably
be expected to negatively affect the key assumptions used in
determining fair value.
Please refer to Item 303(a)(3)(ii) of Regulation S-K and Section V of
SEC Release No.
33-8350.
Results of Operations, page 64
2. We note your table presentation on page 65 of revenue, gross margin
and adjusted
operating income (loss) from operations generated by each reporting
segment, along with
your discussion of revenue by product sales and contract services
beginning on page 66.
Please consider including a sub-table of revenue by product sales and
contracted services,
by segment, to enhance the overall narrative discussion of changes in
your revenue. In
addition, consider providing a paragraph discussion of the reasons for
the changes in
profitability of each reporting segment.
Note 5. Intangibles, net, page 96
3. We note your disclosure that due to the closure of all of the
Company s MUAS COCO
sites during the three months ended April 30, 2023, we revised the
estimated useful life
for MUAS customer relationships which resulted in accelerated
intangible amortization
expense of $34,149,000 during the fiscal year ended April 30, 2023.
Given the $156
million goodwill impairment charge taken in the MUAS segment in the
current year, tell
us and disclose if the developed technology intangible asset acquired
as part of the
Arcturus acquisition and included in the MUAS segment was tested for
impairment as of
April 30, 2023. If not, please explain your basis for that decision.
Note 15. Income Taxes, page 107
4. Refer to your table presentation of deferred income tax assets and
liabilities where we
note the line item Section 174 Capitalization, resulting in a deferred
tax asset of
approximately $25 million at April 30, 2023. Please expand your
disclosures to explain
the meaning of this new deferred tax asset and its treatment for income
tax accounting
purposes. We note that revisions to Section 174 of the Internal Revenue
Code, as part of
the 2017 Tax Cuts and Jobs Act, went into effect for tax years beginning
after December
31, 2021 and pertains to eliminating the immediate expensing of research
and
experimental expenditures ( R&E ) and require taxpayers to
capitalize their R&E
FirstName LastNameKevin P. McDonnell
expenditures and software development cost over a period of years. Refer
to ASC 740-10-
Comapany NameAeroVironment, Inc.
50-14.
February 26, 2024 Page 2
FirstName LastName
Kevin P. McDonnell
FirstName LastNameKevin P. McDonnell
AeroVironment, Inc.
Comapany26,
February NameAeroVironment,
2024 Inc.
February
Page 3 26, 2024 Page 3
FirstName LastName
Note 23. Segments, page 120
5. We note that your disclosure in Note 23 includes disclosure of gross
margin, operating
income and adjusted operating income (loss) by segment. Please tell
us, and revise
to disclose, the measure that is the profitability measure used by the
CODM for purposes
of making decisions about allocating resources to the segments and
assessing
performance. See ASC 280-10-50-27 through 28. Also, please revise to
include disclosure
of amounts that are included in the measure of segment profit or loss,
such as depreciation
and amortization, as required by ASC 280-10-50-22. Additionally,
please note that the
reconciliation required by ASC 280-10-50-30 in the footnotes is the
total segment profit
measure to your consolidated income before taxes for each year
presented. Please revise
accordingly.
Note 24. Geographic Information, page 122
6. We note your disclosure that sales to non-U.S. customers, including
U.S. government
foreign military sales in which an end user is a foreign government,
accounted for 53%,
41% and 39% of revenue for each of the fiscal years ended April 30,
2023, 2022 and
2021, respectively. Please revise to disclose the amount of revenues
from individual
foreign countries, to the extent those amounts are material. See
guidance in ASC 280-10-
50-41(a).
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Please contact Beverly Singleton at 202-551-3328 or Claire Erlanger at
202-551-3301
with any questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing