0001558370-24-016018 | 10-Q | XBRL Viewer

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Intangibles, net - Intangibles included in other assets on the balance sheet (Details) - USD ($) $ in Thousands	Oct. 26, 2024	Apr. 30, 2024
Intangibles, net
Intangibles, gross	$ 185,003	$ 184,848
Less accumulated amortization	(122,300)	(112,624)
Intangibles, net	62,703	72,224
Technology
Intangibles, net
Intangibles, gross	101,106	101,012
Licenses
Intangibles, net
Intangibles, gross	1,008	1,008
Customer relationships
Intangibles, net
Intangibles, gross	77,354	77,313
Backlog.
Intangibles, net
Intangibles, gross	2,851	2,831
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	1,668
Other
Intangibles, net
Intangibles, gross	$ 146	$ 146

Organization and Significant Accounting Policies (Policies)

6 Months Ended

Oct. 26, 2024

Organization and Significant Accounting Policies

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 six months ended October 26, 2024 are not necessarily indicative of the results for the full year ending April 30, 2025. For further information, refer to the consolidated financial statements and footnotes thereto for the year ended April 30, 2024, 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, 2023, the Company closed its acquisition of Tomahawk pursuant to a merger agreement, and post-acquisition, Tomahawk has been incorporated into the UxS 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.

On November 13, 2024, the Company formed the Archangel Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Company (“Merger Sub”), for the purpose of the announced acquisition with BlueHalo Financing Topco, LLC (“Blue Halo”). Refer to Note 19—Subsequent Events for further details.

Recently Adopted Accounting Standards

The Company did not adopt any accounting standards during the six months ended October 26, 2024.

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 as 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 MUAS in overseas locations to support U.S. military operations under ISR services contracts under a contractor-owned, contractor-operated (“COCO”) arrangement.

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 SUAS, MUAS, 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.

On October 26, 2024, the Company had approximately $467,094,000 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 72% of the remaining performance obligations as revenue in fiscal 2025 and the remaining 28% in fiscal 2026 or beyond.

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 October 26, 2024 and April 30, 2024 was $130,000 and $374,000, 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 six months ended October 26, 2024 or October 28, 2023, respectively.

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 $6,973,000 and $8,555,000 for the three and six month periods ended October 26, 2024, respectively. During the three and six months ended October 26, 2024, the Company definitized certain LMS undefinitized contract actions. The aggregate impact of these cumulative catch-up revenue adjustments for the contract definitization was an increase to revenue of approximately $9,870,000. The aggregate impact of adjustments in contract estimates on revenue related to performance obligations satisfied or partially satisfied in previous periods was $2,817,000 and $3,544,000 for the three and six months ended October 28, 2023, respectively. During the three and six months ended October 28, 2023, the Company revised its estimates of the total expected costs to complete an LMS variant 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 $1,716,000 and $1,439,000, respectively.

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				Six Months Ended
	October 26,		October 28,		October 26,		October 28,
Revenue by segment	2024		2023		2024		2023
UxS	$	85,416	$	132,773	$	205,392	$	230,980
LMS		77,715		30,249		129,688		61,166
MW		25,327		17,794		42,861		41,017
Total revenue	$	188,458	$	180,816	$	377,941	$	333,163


	Three Months Ended				Six Months Ended
	October 26,		October 28,		October 26,		October 28,
Revenue by contract type	2024		2023		2024		2023
FFP	$	168,752	$	159,879	$	340,620	$	289,821
CPFF		18,810		19,802		35,041		41,095
T&M		896		1,135		2,280		2,247
Total revenue	$	188,458	$	180,816	$	377,941	$	333,163

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				Six Months Ended
	October 26,		October 28,		October 26,		October 28,
Revenue by customer category	2024		2023		2024		2023
U.S. government	$	140,715	$	149,959	$	289,315	$	251,307
Non-U.S. government		47,743		30,857		88,626		81,856
Total revenue	$	188,458	$	180,816	$	377,941	$	333,163

	Three Months Ended				Six Months Ended
	October 26,		October 28,		October 26,		October 28,
Revenue by geographic location	2024		2023		2024		2023
Domestic	$	86,958	$	69,975	$	153,956	$	128,101
International		101,500		110,841		223,985		205,062
Total revenue	$	188,458	$	180,816	$	377,941	$	333,163


	Three Months Ended				Six Months Ended
	October 26,		October 28,		October 26,		October 28,
Revenue percentage by recognition method	2024		2023		2024		2023
Over time		58%		39%		50%		39%
Point in time		42%		61%		50%		61%
Total revenue		100%		100%		100%		100%

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 six month periods ended October 26, 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 six month periods ended October 26, 2024 that was included in customer advances balances as of April 30, 2024 was $2,475,000 and $7,961,000. Revenue recognized for the three and six month periods ended October 28, 2023 that was included in customer advances balances as of April 30, 2023 was $696,000 and $2,416,000.

Cost to Fulfill a Contract with a Customer

The Company recognizes assets for the costs to fulfill a contract with a customer if the costs are specifically identifiable, generate or enhance resources used to satisfy future performance obligations, and are expected to be recovered in accordance with ASC 340-40 Other Assets and Deferred Costs: Contracts with Customers. The assets related to costs to fulfill contracts with customers are capitalized and amortized over the period the related performance obligations are satisfied. As of October 26, 2024, the Company had no costs to fulfill and as of April 30, 2024, the Company’s costs to fulfill were not material.

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 October 26, 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 October 26, 2024 and April 30, 2024, the Company had no reserve for incurred cost claim audits.

Earnings Per Share

Earnings Per Share

Basic earnings 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				Six Months Ended
	October 26, 2024		October 28, 2023		October 26, 2024		October 28, 2023
Net income	$	7,543	$	17,840	$	28,709	$	39,735
Denominator for basic earnings per share:
Weighted average common shares		28,009,963		26,865,763		27,985,425		26,479,168
Dilutive effect of employee stock options, restricted stock and restricted stock units		135,627		91,043		154,517		90,099
Denominator for diluted earnings per share		28,145,590		26,956,806		28,139,942		26,569,267

Potentially dilutive shares not included in the computation of diluted weighted-average common shares because their effect would have been anti-dilutive were 83 and 180 for the three and six months ended October 26, 2024. Potentially dilutive shares not included in the computation of diluted weighted-average common shares because their effect would have been anti-dilutive were 1,284 and 1,082 for the three and six months ended October 28, 2023.

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 will include the required enhanced disclosures in its Annual Report on Form 10-K for the fiscal year ending April 30, 2025.

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.

Accumulated Other Comprehensive Loss and Reclassifications Adjustments (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Oct. 26, 2024	Oct. 28, 2023	Oct. 26, 2024	Oct. 28, 2023
Accumulated other comprehensive income
Balance as of April 30, 2024 and April 30, 2023, respectively			$ (5,592)
Change in foreign currency translation adjustments	$ (172)	$ (1,562)	364	$ (1,625)
Balance as of October 26, 2024 and October 28, 2023, respectively	(5,228)		(5,228)
Accumulated Other Comprehensive Income
Accumulated other comprehensive income
Balance as of April 30, 2024 and April 30, 2023, respectively			(5,592)	(4,452)
Change in foreign currency translation adjustments			364	(1,625)
Balance as of October 26, 2024 and October 28, 2023, respectively	$ (5,228)	$ (6,077)	$ (5,228)	$ (6,077)

- Definition

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

+ References + Details

Intangibles, net - Estimated Amortization Expense (Details) $ in Thousands	Apr. 30, 2024 USD ($)
Estimated amortization expense
2025	$ 9,579
2026	15,022
2027	12,655
2028	11,941
2029	7,764
Total	$ 56,961

Leases - Components of lease costs (Details) - USD ($) $ in Thousands	6 Months Ended
	Oct. 26, 2024	Oct. 28, 2023
Components of lease costs
Operating lease cost	$ 4,980	$ 4,486
Short term lease cost	398	733
Variable lease cost	840	833
Total lease costs, net	$ 6,218	$ 6,052

Organization and Significant Accounting Policies (Tables)

6 Months Ended

Oct. 26, 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				Six Months Ended
	October 26,		October 28,		October 26,		October 28,
Revenue by segment	2024		2023		2024		2023
UxS	$	85,416	$	132,773	$	205,392	$	230,980
LMS		77,715		30,249		129,688		61,166
MW		25,327		17,794		42,861		41,017
Total revenue	$	188,458	$	180,816	$	377,941	$	333,163


	Three Months Ended				Six Months Ended
	October 26,		October 28,		October 26,		October 28,
Revenue by contract type	2024		2023		2024		2023
FFP	$	168,752	$	159,879	$	340,620	$	289,821
CPFF		18,810		19,802		35,041		41,095
T&M		896		1,135		2,280		2,247
Total revenue	$	188,458	$	180,816	$	377,941	$	333,163


	Three Months Ended				Six Months Ended
	October 26,		October 28,		October 26,		October 28,
Revenue by customer category	2024		2023		2024		2023
U.S. government	$	140,715	$	149,959	$	289,315	$	251,307
Non-U.S. government		47,743		30,857		88,626		81,856
Total revenue	$	188,458	$	180,816	$	377,941	$	333,163

	Three Months Ended				Six Months Ended
	October 26,		October 28,		October 26,		October 28,
Revenue by geographic location	2024		2023		2024		2023
Domestic	$	86,958	$	69,975	$	153,956	$	128,101
International		101,500		110,841		223,985		205,062
Total revenue	$	188,458	$	180,816	$	377,941	$	333,163

Schedule of revenue percentage by recognition method


	Three Months Ended				Six Months Ended
	October 26,		October 28,		October 26,		October 28,
Revenue percentage by recognition method	2024		2023		2024		2023
Over time		58%		39%		50%		39%
Point in time		42%		61%		50%		61%
Total revenue		100%		100%		100%		100%

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				Six Months Ended
	October 26, 2024		October 28, 2023		October 26, 2024		October 28, 2023
Net income	$	7,543	$	17,840	$	28,709	$	39,735
Denominator for basic earnings per share:
Weighted average common shares		28,009,963		26,865,763		27,985,425		26,479,168
Dilutive effect of employee stock options, restricted stock and restricted stock units		135,627		91,043		154,517		90,099
Denominator for diluted earnings per share		28,145,590		26,956,806		28,139,942		26,569,267

Pension - Net benefit income (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Oct. 26, 2024	Oct. 28, 2023	Oct. 26, 2024	Oct. 28, 2023
Pension
Interest cost	$ 29	$ 29	$ 57	$ 59
Net periodic benefit cost	$ 29	$ 29	$ 57	$ 59

Investments (Details) - USD ($) $ in Thousands	Oct. 26, 2024	Apr. 30, 2024
Long-term investments:
Total long-term available-for-sale securities investments	$ 760	$ 1,027
Equity Method Investments.	22,182	19,933
Total long-term investments	22,942	20,960
Equity securities and warrants
Long-term investments:
Total long-term investments	$ 760	$ 1,027
Investment, Type [Extensible Enumeration]	us-gaap:DebtSecuritiesMember	us-gaap:DebtSecuritiesMember
Investment in limited partnership fund
Long-term investments:
Equity Method Investments.	$ 22,182	$ 19,933

- Definition

This item represents the carrying amount on the entity's balance sheet of its investment in common stock of an equity method investee. This is not an indicator of the fair value of the investment, rather it is the initial cost adjusted for the entity's share of earnings and losses of the investee, adjusted for any distributions (dividends) and other than temporary impairment (OTTI) losses recognized.

+ References + Details

- 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
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)(1)
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-Publisher FASB
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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-Paragraph 2
-Subparagraph (SX 210.12-12A(Column A)(Footnote 2))
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Subparagraph (SX 210.12-14(Column A)(Footnote 2))
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.12-12(Column C)(Footnote 5))
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+ Details

Warranty Reserves (Tables)

6 Months Ended

Oct. 26, 2024

Warranty Reserves

Summary of warranty reserve activity


	Three Months Ended				Six Months Ended
	October 26,			October 28,	October 26,		October 28,
	2024		2023		2024		2023
Beginning balance	$	4,240	$	4,627	$	5,538	$	3,642
Balance acquired from acquisition		—		40		—		40
Warranty expense		(193)		1,037		(840)		2,787
Warranty costs settled		(405)		(462)		(1,056)		(1,227)
Ending balance	$	3,642	$	5,242	$	3,642	$	5,242

Long-Term Incentive Awards

6 Months Ended

Oct. 26, 2024

Long-Term Incentive Awards.

Long-Term Incentive Awards

13. Long-Term Incentive Awards

During the three months ended July 27, 2024, the Company granted awards under its 2021 Equity Incentive Plan (the “2021 Plan”) to key employees (“Fiscal 2025 LTIP”). Awards under the Fiscal 2025 LTIP consist of: (i) time-based restricted stock awards and time-based restricted stock units, which vest in equal tranches in July 2025, July 2026 and July 2027, 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, 2027. 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 six months ended October 26, 2024, the Company recorded $968,000 and $1,274,000 of compensation expense related to the Fiscal 2025 LTIP. The Company recorded no compensation expense related to the Fiscal 2025 LTIP for the three and six months ended October 28, 2023. At October 26, 2024, the maximum compensation expense that may be recorded for the performance-based portion of the Fiscal 2025 LTIP is $23,359,000.

During the three months ended July 29, 2023, the Company granted awards under 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) 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, 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 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 six months ended October 26, 2024, the Company recorded $1,078,000 and $2,190,000 of compensation expense related to the Fiscal 2024 LTIP, respectively. For the three and six months ended October 28, 2023, the Company recorded $1,200,000 and $1,834,000 of compensation expense related to the Fiscal 2024 LTIP, respectively. At October 26, 2024, the maximum compensation expense that may be recorded for the performance-based portion of the Fiscal 2024 LTIP is $19,929,000.

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 six months ended October 26, 2024, the Company recorded $801,000, and $1,666,000 of compensation expense related to the Fiscal 2023 LTIP, respectively. For the three and six months ended October 28, 2023, the Company recorded $1,191,000 and $1,852,000 of compensation expense related to the Fiscal 2023 LTIP, respectively. At October 26, 2024, the maximum compensation expense that may be recorded for the performance-based portion of the Fiscal 2023 LTIP is $15,303,000.

During the three months ended July 31, 2021, the Company also granted awards under the Restated 2006 Plan to key employees (“Fiscal 2022 LTIP”). Awards under the Fiscal 2021 LTIP consist of: (i) time-based restricted stock awards, 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 operating income targets for the three-year period ending April 30, 2024. During the three months ended July 27, 2024, the Company issued a total of 15,427 fully-vested shares of the Company’s common stock to settle the PRSUs in the Fiscal 2022 LTIP. For the three and six months ended October 26, 2024, the Company recorded no compensation expense. For the three and six months ended October 28, 2023, the Company recorded $356,000 and $488,000 of compensation expense related to the Fiscal 2022 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.

Organization and Significant Accounting Policies - Revenue by Category (Details) - USD ($)	3 Months Ended		6 Months Ended
	Oct. 26, 2024	Oct. 28, 2023	Oct. 26, 2024	Oct. 28, 2023
Disaggregation of revenue
Revenue	$ 188,458,000	$ 180,816,000	$ 377,941,000	$ 333,163,000
Contract Liability
Disaggregation of revenue
Revenue	2,475,000	696,000	7,961,000	2,416,000
Domestic
Disaggregation of revenue
Revenue	86,958,000	69,975,000	153,956,000	128,101,000
International
Disaggregation of revenue
Revenue	101,500,000	110,841,000	223,985,000	205,062,000
U.S. government
Disaggregation of revenue
Revenue	140,715,000	149,959,000	289,315,000	251,307,000
Non-U.S. government
Disaggregation of revenue
Revenue	47,743,000	30,857,000	88,626,000	81,856,000
FFP
Disaggregation of revenue
Revenue	168,752,000	159,879,000	340,620,000	289,821,000
CPFF
Disaggregation of revenue
Revenue	18,810,000	19,802,000	35,041,000	41,095,000
T&M
Disaggregation of revenue
Revenue	896,000	1,135,000	2,280,000	2,247,000
UxS
Disaggregation of revenue
Revenue	85,416,000	132,773,000	205,392,000	230,980,000
LMS
Disaggregation of revenue
Revenue	77,715,000	30,249,000	129,688,000	61,166,000
MW
Disaggregation of revenue
Revenue	$ 25,327,000	$ 17,794,000	$ 42,861,000	$ 41,017,000

Segments - Assets (Details) - USD ($) $ in Thousands	Oct. 26, 2024	Apr. 30, 2024
Segment Reporting Information [Line Items]
Total assets	$ 1,019,085	$ 1,015,860
UxS \| Product segments
Segment Reporting Information [Line Items]
Total assets	505,008	590,619
LMS \| Product segments
Segment Reporting Information [Line Items]
Total assets	238,316	165,413
MW \| Product segments
Segment Reporting Information [Line Items]
Total assets	55,394	50,767
Corporate \| Product segments
Segment Reporting Information [Line Items]
Total assets	$ 220,367	$ 209,061

- Definition

Amount of asset recognized for present right to economic benefit.

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+ Details

Business Acquisitions (Tables) - Tomahawk Robotics, Inc

6 Months Ended

Oct. 26, 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 Tomahawk (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		2,865
Goodwill		95,414
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, 2023 (in thousands):


		Three Months Ended		Six Months Ended
		October 28,		October 28,
		2023		2023
Revenue	$	184,323	$	343,684
Net income	$	17,420	$	37,007

Fair Value Measurements

6 Months Ended

Oct. 26, 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 October 26, 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	$	685	$	—	$	—	$	685
Warrants		—		75		—		75
Total	$	685	$	75	$	—	$	760

The Company had no financial liabilities measured at fair value on a recurring basis at October 26, 2024.

The Company’s financial assets measured at fair value on a recurring basis at April 30, 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	$	937	$	—	$	—	$	937
Warrants		—		90		—		90
Total	$	937	$	90	$	—	$	1,027

The Company had no financial liabilities measured at fair value on a recurring basis at April 30, 2024.

On September 12, 2022, the Company invested $5,000,000 and acquired 500,000 shares of common stock 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.

- 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.

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+ Details

Pension - Projected benefit obligation and fair value of plan assets (Details) - Pension Plan $ in Thousands	12 Months Ended
	Apr. 30, 2024 USD ($)
Pension
Defined Benefit Plan, Funding Status [Extensible List]	us-gaap:UnfundedPlanMember
Projected benefit obligation	$ (3,246)
Fair value of plan assets	3,636
Funded status of the plan	$ 390

- 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

Goodwill (Tables)

6 Months Ended

Oct. 26, 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):


	UxS		LMS		MW		Total
Balance at April 30, 2024	$	256,398	$	—	$	19,254	$	275,652
Change to goodwill		175		—		—		175
Balance at October 26, 2024	$	256,573	$	—	$	19,254	$	275,827

Equity Method Investments

6 Months Ended

Oct. 26, 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 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, 2024 and 2023, the Company made total contributions of $3,074,000 and $5,778,000, respectively. During the three months ended July 27, 2024, the Company made a contribution of $1,183,000. Under the terms of the limited partnership agreement, the Company has committed to make additional capital contributions of $9,965,000 to the fund expected to be paid over the next three fiscal years. The Company accounts for investments in limited partnerships as equity method investments as the Company is deemed to have significant influence when it holds more than a minor interest. For the three and six months ended October 26, 2024, the Company recorded its ownership percentage of the net gains of the limited partnerships, or $1,001,000 and $1,066,000, respectively, in equity method investment income (loss),

net of $0 tax in the unaudited condensed consolidated statements of operations, respectively. For the three and six months ended October 28, 2023, the Company recorded its ownership percentage of the net losses of the limited partnerships, or $(1,393,000) and $(1,414,000), respectively, in equity method investment income (loss), net of $0 tax in the unaudited condensed consolidated statements of operations, respectively. At October 26, 2024 and April 30, 2024, the carrying value of the investments in the limited partnership funds of $22,182,000 and $19,933,000, respectively, was 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 six months ended October 26, 2024 the Company recorded $(11,000) for its ownership percentage of the net activity of Altoy in equity method investment income (loss), net of tax in the unaudited condensed consolidated statements of operations. For the three and six months ended October 28, 2023, the Company recorded $0 for its ownership percentage of the net activity of Altoy in equity method investment income (loss), net of tax in the unaudited condensed consolidated statements of operations. At October 26, 2024 and April 30, 2024, the carrying value of the investment in Altoy of $141,000 and $152,000, respectively, was recorded in other assets on the unaudited condensed consolidated balance sheet.

Debt (Tables)

6 Months Ended

Oct. 26, 2024

Debt

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

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


	October 26,		April 30,
	2024		2024
	(In thousands)		(In thousands)
Term loan	$	—	$	28,000
Revolving credit facility		15,000		—
Total debt		15,000		28,000
Less current portion		—		10,000
Total long-term debt, less current portion		15,000		18,000
Less unamortized debt issuance costs–term loans		—		908
Total long-term debt, net of unamortized debt issuance costs–term loans	$	15,000	$	17,092
Unamortized debt issuance costs–revolving credit facility	$	1,272	$	511
Current period interest rate		6.5%		6.9%

Schedule of Future long-term debt principle payments

Future contractual long-term debt principal payments at October 26, 2024 were as follows:


	(In thousands)
2025	$	—
2026		—
2027		—
2028		—
2029		15,000
	$	15,000

- 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.

+ References

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+ Details

Warranty Reserves (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Warranty Reserves (Details) - USD ($) $ in Thousands	Oct. 26, 2024	Oct. 28, 2023	Oct. 26, 2024	Oct. 28, 2023
Warranty Reserves
Beginning balance	$ 4,240	$ 4,627	$ 5,538	$ 3,642
Balance acquired from acquisition		40		40
Warranty expense	(193)	1,037	(840)	2,787
Warranty costs settled	(405)	(462)	(1,056)	(1,227)
Ending balance	$ 3,642	$ 5,242	$ 3,642	$ 5,242

Accumulated Other Comprehensive Loss and Reclassifications Adjustments (Tables)

6 Months Ended

Oct. 26, 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):


	Six Months Ended		Six Months Ended
	October 26,		October 28,
	2024		2023
Balance as of April 30, 2024 and April 30, 2023, respectively	$	(5,592)	$	(4,452)
Change in foreign currency translation adjustments		364		(1,625)
Balance as of October 26, 2024 and October 28, 2023, respectively	$	(5,228)	$	(6,077)

Equity Method Investments (Details) - USD ($)		3 Months Ended		6 Months Ended
Equity Method Investments (Details) - USD ($)	Sep. 15, 2021	Oct. 26, 2024	Oct. 28, 2023	Oct. 26, 2024	Oct. 28, 2023	Apr. 30, 2024	Oct. 14, 2022
Equity Method Investments
Carrying value of investment		$ 22,182,000		$ 22,182,000		$ 19,933,000
Equity method investment income (loss), net of tax		990,000	$ (1,393,000)	1,055,000	$ (1,414,000)
Altoy
Equity Method Investments
Percentage of shares sold	35.00%
Equity method investment (loss) income			$ 0		$ 0
Ownership interest	85.00%						15.00%
Altoy \| Other assets, long term
Equity Method Investments
Carrying value of investment						$ 152,000
Altoy
Equity Method Investments
Equity method investment income (loss), net of tax				(11,000)
Altoy \| Other assets, long term
Equity Method Investments
Carrying value of investment		$ 141,000		$ 141,000

- Definition

+ References + Details

- Definition

Amount of income (loss) for proportionate share of equity method investee's income (loss).

+ References + Details

Inventories, net

6 Months Ended

Oct. 26, 2024

Inventories, net

Inventories, net

4. Inventories, net

Inventories consist of the following (in thousands):


	October 26,		April 30,
	2024		2024


Raw materials	$	53,694	$	57,218
Work in process		65,589		53,232
Finished goods		48,286		65,618
Inventories, gross		167,569		176,068
Reserve for inventory excess and obsolescence		(27,871)		(25,900)
Inventories, net	$	139,698	$	150,168

Business Acquisitions

6 Months Ended

Oct. 26, 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 fiscal year ended April 30, 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 remaining $390,000 holdback was paid during the three months ended October 26, 2024. 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 UxS segment. The acquisition will enable deeper integration of both companies’ technology, leading to enhanced interoperability and interconnectivity of uncrewed systems through a singular platform with similar control features. The Company accounted for the acquisition under the acquisition method of accounting for business combinations.

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 Tomahawk (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		2,865
Goodwill		95,414
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 UxS market. For income tax purposes the acquisition is treated as a stock acquisition, as such the goodwill associated with this purchase is not deductible.

Tomahawk 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, 2023 (in thousands):


		Three Months Ended		Six Months Ended
		October 28,		October 28,
		2023		2023
Revenue	$	184,323	$	343,684
Net income	$	17,420	$	37,007

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, 2023, 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, 2023, nor are they indicative of results of operations that may occur in the future.

Fair Value Measurements - (Details) - Recurring basis - USD ($) $ in Thousands	Oct. 26, 2024	Apr. 30, 2024
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities	$ 685	$ 937
Warrants	75	90
Total	760	1,027
Financial liabilities measured at fair value	0	0
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	685	937
Total	685	937
Significant other observable inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants	75	90
Total	$ 75	$ 90

- Definition

Amount of investment in equity security measured at fair value with change in fair value recognized in net income (FV-NI).

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+ Details

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Oct. 26, 2024	Oct. 28, 2023	Oct. 26, 2024	Oct. 28, 2023
Revenue:
Revenue	$ 188,458,000	$ 180,816,000	$ 377,941,000	$ 333,163,000
Cost of sales:
Cost of sales	114,820,000	105,466,000	222,836,000	192,153,000
Gross margin:
Total gross margin	73,638,000	75,350,000	155,105,000	141,010,000
Selling, general and administrative	37,916,000	28,147,000	71,711,000	51,974,000
Research and development	28,716,000	22,025,000	53,329,000	37,491,000
Income from operations	7,006,000	25,178,000	30,065,000	51,545,000
Other loss:
Interest expense, net	(690,000)	(1,950,000)	(929,000)	(3,958,000)
Other income (expense), net	16,000	(2,858,000)	(218,000)	(3,987,000)
Income before income taxes	6,332,000	20,370,000	28,918,000	43,600,000
(Benefit from) provision for income taxes	(221,000)	1,137,000	1,264,000	2,451,000
Equity method investment income (loss), net of tax	990,000	(1,393,000)	1,055,000	(1,414,000)
Net income	$ 7,543,000	$ 17,840,000	$ 28,709,000	$ 39,735,000
Net income per share
Basic (in dollars per share)	$ 0.27	$ 0.66	$ 1.03	$ 1.50
Diluted (in dollars per share)	$ 0.27	$ 0.66	$ 1.02	$ 1.50
Weighted-average shares outstanding:
Basic (in shares)	28,009,963	26,865,763	27,985,425	26,479,168
Diluted (in shares)	28,145,590	26,956,806	28,139,942	26,569,267
Product sales
Revenue:
Revenue	$ 151,231,000	$ 145,779,000	$ 310,735,000	$ 265,250,000
Cost of sales:
Cost of sales	87,052,000	79,032,000	172,571,000	140,640,000
Gross margin:
Total gross margin	64,179,000	66,747,000	138,164,000	124,610,000
Contract services
Revenue:
Revenue	37,227,000	35,037,000	67,206,000	67,913,000
Cost of sales:
Cost of sales	27,768,000	26,434,000	50,265,000	51,513,000
Gross margin:
Total gross margin	$ 9,459,000	$ 8,603,000	$ 16,941,000	$ 16,400,000

Investments

6 Months Ended

Oct. 26, 2024

Investments

Investments

2. Investments

Investments consist of the following (in thousands):


	October 26,		April 30,
	2024		2024
Long-term investments:
Available-for-sale securities:
Equity securities and warrants		760		1,027
Total long-term available-for-sale securities investments		760		1,027
Equity method investments
Investments in limited partnership funds		22,182		19,933
Total equity method investments		22,182		19,933
Total long-term investments	$	22,942	$	20,960

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		Six Months Ended		Six Months Ended
	October 26, 2024		October 28, 2023		October 26, 2024		October 28, 2023
Net losses recognized during the period on equity securities	$	54	$	(2,450)	$	(267)	$	(3,463)
Less: Net loss recognized during the period on equity securities sold during the period		—		—		—		—
Unrealized loss recognized during the period on equity securities still held at the reporting date	$	54	$	(2,450)	$	(267)	$	(3,463)

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Oct. 26, 2024	Nov. 27, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Oct. 26, 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 650
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		28,204,366
Entity Central Index Key	0001368622
Current Fiscal Year End Date	--04-30
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	Q2
Amendment Flag	false

Share Repurchase Plan and Issuances - Shelf Registration (Details) - USD ($)		3 Months Ended	6 Months Ended
	Sep. 08, 2022	Oct. 28, 2023	Oct. 28, 2023
Share Repurchase Plan and Issuances
Number of share sold		807,370	807,370
Total gross proceeds		$ 91,313,000	$ 91,313,000
Amount of cash inflow from sale of stock net of commision expense		88,574,000	88,574,000
Amount of cash inflow from sale of stock net of equity issuance cost		$ 88,437,000	$ 88,437,000
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
Total gross proceeds			$ 200,000,000
Amount of cash inflow from sale of stock net of commision expense			193,999,000
Amount of cash inflow from sale of stock net of equity issuance cost			$ 193,086,000

Leases

6 Months Ended

Oct. 26, 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):


	Six Months Ended		Six Months Ended
	October 26,		October 28,
	2024		2023
Operating lease cost	$	4,980	$	4,486
Short term lease cost		398		733
Variable lease cost		840		833
Sublease income		—		—
Total lease costs, net	$	6,218	$	6,052

Supplemental lease information was as follows:


	Six Months Ended		Six Months Ended
	October 26,		October 28,
	2024		2023
	(In thousands)		(In thousands)
Cash paid for amounts included in the measurement of operating lease liabilities	$	4,547	$	4,588
Right-of-use assets obtained in exchange for new lease liabilities	$	6,554	$	7,120

Weighted average remaining lease term		51 months		54 months
Weighted average discount rate		5.5%		5.2%

Maturities of operating lease liabilities as of October 26, 2024 were as follows (in thousands):


2025	$	4,991
2026		9,545
2027		9,049
2028		7,068
2029		5,997
Thereafter		3,327
Total lease payments		39,977
Less: imputed interest		(4,696)
Total present value of operating lease liabilities	$	35,281

Income Taxes - Reconciliation of Income Tax Expense (Benefit) (Details) - USD ($)	3 Months Ended		6 Months Ended
	Oct. 26, 2024	Oct. 28, 2023	Oct. 26, 2024	Oct. 28, 2023
Income taxes
(Benefit from) provision for income taxes	$ (221,000)	$ 1,137,000	$ 1,264,000	$ 2,451,000
Effective tax benefit rate (as a percent)	(3.50%)	5.60%	4.40%	5.60%

- Definition

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

+ References

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-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.7)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-8

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-10

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (h)
-Publisher FASB
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(9))
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482659/740-20-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
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-SubTopic 10
-Topic 235
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

+ Details

Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Common Stock	Additional Paid-In Capital	Retained Earnings	Accumulated Other Comprehensive (Loss) Income	Total
Beginning Balance at Apr. 30, 2023	$ 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 income			39,735		39,735
Foreign currency translation				(1,625)	(1,625)
Restricted stock awards (in shares)	145,368
Restricted stock awards forfeited (in shares)	(6,176)
Business acquisition		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)
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
Shares issued, net of issuance costs (in shares)	807,370
Stock-based compensation		8,244			8,244
Ending Balance at Oct. 28, 2023	$ 4	589,047	210,756	(6,077)	793,730
Ending Balance (in shares) at Oct. 28, 2023	28,135,539
Beginning Balance at Jul. 29, 2023	$ 4	386,140	192,916	(4,515)	574,545
Beginning Balance (in shares) at Jul. 29, 2023	26,292,130
Increase (Decrease) in Stockholders' Equity
Net income			17,840		17,840
Foreign currency translation				(1,562)	(1,562)
Restricted stock awards (in shares)	53,455
Restricted stock awards forfeited (in shares)	(2,738)
Business acquisition		109,820			109,820
Business acquisition (in shares)	985,999
Tax withholding payment related to net share settlement of equity awards		(72)			(72)
Tax withholding payment related to net share settlement of equity awards (in shares)	(677)
Shares issued, net of issuance costs		88,119			88,119
Shares issued, net of issuance costs (in shares)	807,370
Stock-based compensation		5,040			5,040
Ending Balance at Oct. 28, 2023	$ 4	589,047	210,756	(6,077)	793,730
Ending Balance (in shares) at Oct. 28, 2023	28,135,539
Beginning Balance at Apr. 30, 2024	$ 4	597,646	230,687	(5,592)	822,745
Beginning Balance (in shares) at Apr. 30, 2024	28,134,438
Increase (Decrease) in Stockholders' Equity
Net income			28,709		28,709
Foreign currency translation				364	364
Stock options exercised		506			506
Stock options exercised (in shares)	16,164
Restricted stock awards (in shares)	71,783
Restricted stock awards forfeited (in shares)	(5,163)
Tax withholding payment related to net share settlement of equity awards		(4,064)			(4,064)
Tax withholding payment related to net share settlement of equity awards (in shares)	(11,985)
Stock-based compensation		10,137			10,137
Ending Balance at Oct. 26, 2024	$ 4	604,225	259,396	(5,228)	858,397
Ending Balance (in shares) at Oct. 26, 2024	28,205,237
Beginning Balance at Jul. 27, 2024	$ 4	598,735	251,853	(5,054)	845,538
Beginning Balance (in shares) at Jul. 27, 2024	28,206,480
Increase (Decrease) in Stockholders' Equity
Net income			7,543		7,543
Foreign currency translation				(174)	(174)
Restricted stock awards (in shares)	2,261
Restricted stock awards forfeited (in shares)	(2,969)
Tax withholding payment related to net share settlement of equity awards		(112)			(112)
Tax withholding payment related to net share settlement of equity awards (in shares)	(535)
Stock-based compensation		5,602			5,602
Ending Balance at Oct. 26, 2024	$ 4	$ 604,225	$ 259,396	$ (5,228)	$ 858,397
Ending Balance (in shares) at Oct. 26, 2024	28,205,237

Pension - Projected benefit obligation and projected fair value (Details)	6 Months Ended	12 Months Ended
	Oct. 26, 2024 item employee	Apr. 30, 2024
Pension
Number of former employees \| employee	3
Number of pension commitments \| item	3
Pension Plan
Pension
Discount rate	3.90%	3.90%
In-payment benefits	2.50%	2.50%
Expected return on plan assets	2.90%	2.90%

Customer-Funded Research & Development (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Oct. 26, 2024	Oct. 28, 2023	Oct. 26, 2024	Oct. 28, 2023
Customer-Funded Research & Development
Revenue from customer funded research and development	$ 20,280,000	$ 19,078,000	$ 38,839,000	$ 43,461,000

Share Repurchase Plan and Issuances

6 Months Ended

Oct. 26, 2024

Share Repurchase Plan and Issuances

Share Repurchase Plan and Issuances

15. Share Repurchase Plan and Issuances

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 the Company’s 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 three and 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. As of October 28, 2023, the Company 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.

Investments (Tables)

6 Months Ended

Oct. 26, 2024

Investments

Schedule of investments

Investments consist of the following (in thousands):


	October 26,		April 30,
	2024		2024
Long-term investments:
Available-for-sale securities:
Equity securities and warrants		760		1,027
Total long-term available-for-sale securities investments		760		1,027
Equity method investments
Investments in limited partnership funds		22,182		19,933
Total equity method investments		22,182		19,933
Total long-term investments	$	22,942	$	20,960

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		Six Months Ended		Six Months Ended
	October 26, 2024		October 28, 2023		October 26, 2024		October 28, 2023
Net losses recognized during the period on equity securities	$	54	$	(2,450)	$	(267)	$	(3,463)
Less: Net loss recognized during the period on equity securities sold during the period		—		—		—		—
Unrealized loss recognized during the period on equity securities still held at the reporting date	$	54	$	(2,450)	$	(267)	$	(3,463)

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Oct. 26, 2024	Oct. 28, 2023
Operating activities
Net income	$ 28,709	$ 39,735
Adjustments to reconcile net income to cash provided by (used in) operating activities:
Depreciation and amortization	17,854	15,387
(Gain) loss from equity method investments	(1,055)	1,414
Amortization of debt issuance costs	1,047	424
Provision for doubtful accounts	(67)	4
Reserve for inventory excess and obsolescence	2,032	8,338
Other non-cash expense, net	1,194	331
Non-cash lease expense	4,980	4,486
Gain (loss) on foreign currency transactions	32	(184)
Unrealized loss on available-for-sale equity securities, net	267	3,463
Deferred income taxes		(1,006)
Stock-based compensation	10,137	8,244
Loss on disposal of property and equipment	201	136
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	(3,500)	15,553
Unbilled receivables and retentions	(4,684)	(35,175)
Inventories	7,485	(49,329)
Income taxes receivable	(9,636)	(5,735)
Prepaid expenses and other assets	(2,247)	(12,720)
Accounts payable	(7,624)	(6,105)
Other liabilities	(20,416)	(12,851)
Net cash provided by (used in) operating activities	24,709	(25,590)
Investing activities
Acquisition of property and equipment	(10,447)	(10,104)
Contributions in equity method investments	(1,183)	(1,875)
Acquisitions of intangible assets		(1,500)
Business acquisitions, net of cash acquired		(24,156)
Net cash used in investing activities	(11,630)	(37,635)
Financing activities
Principal payments of term loan	(28,000)	(55,000)
Holdback and retention payments for business acquisition		(500)
Proceeds from shares issued, net of issuance costs		88,437
Proceeds from long-term debt	15,000
Payment of debt issuance costs	(900)	(8)
Tax withholding payment related to net settlement of equity awards	(4,064)	(1,370)
Exercise of stock options	506
Other	(13)	(15)
Net cash (used in) provided by financing activities	(17,471)	31,544
Effects of currency translation on cash and cash equivalents	51	(270)
Net decrease in cash and cash equivalents	(4,341)	(31,951)
Cash and cash equivalents at beginning of period	73,301	132,859
Cash and cash equivalents at end of period	68,960	100,908
Cash paid, net during the period for:
Income taxes	14,444	11,054
Interest	777	4,818
Non-cash activities
Issuance of common stock for business acquisition		109,820
Change in foreign currency translation adjustments	364	(1,625)
Acquisitions of property and equipment included in accounts payable	$ 964	$ 915

Income Taxes

6 Months Ended

Oct. 26, 2024

Income Taxes

Income Taxes

14. Income Taxes

For the three and six months ended October 26, 2024, the Company recorded a benefit from income taxes of $(221,000), and a provision for income taxes of $1,264,000 yielding an effective tax rate of (3.5)% and 4.4%, respectively. For the three and six months ended October 28, 2023, the Company recorded a provision for income taxes of $1,137,000 and $2,451,000, respectively, yielding an effective tax rate of 5.6% for both periods. The variance from statutory rates for the three and six months ended October 26, 2024 was primarily due to foreign-derived intangible income (“FDII”) deductions, federal R&D credits and excess tax benefits from the exercise of stock options and vesting of equity awards. The variance from statutory rates for the three and six months ended October 28, 2023 was primarily due to foreign derived intangible income deductions and to federal R&D credits.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Goodwill

6 Months Ended

Oct. 26, 2024

Goodwill.

Goodwill

8. Goodwill

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


	UxS		LMS		MW		Total
Balance at April 30, 2024	$	256,398	$	—	$	19,254	$	275,652
Change to goodwill		175		—		—		175
Balance at October 26, 2024	$	256,573	$	—	$	19,254	$	275,827

The UxS segment includes goodwill from the acquisitions of Pulse Aerospace, LLC (“Pulse”), Arcturus UAV, Inc. (“Arcturus”), Telerob, Planck and Tomahawk acquisitions. The goodwill change to UxS is attributable to the Telerob acquisition recorded in Euros and translated to U.S. 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 estimated fair value of the MUAS reporting unit, the renamed Arcturus acquisition included in the UxS reportable segment, does not substantially exceed its carrying value due to the impairment recorded during the fourth quarter ended April 30, 2023. The fair value of the MUAS reporting unit exceeded its carrying value by 10% as of January 28, 2024, the date of the most recent annual goodwill impairment test. 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 the MUAS reporting unit goodwill may become impaired in the future. Accordingly, the MUAS reporting unit is considered at an increased risk of failing future quantitative goodwill impairment tests. The MUAS reporting unit has a goodwill balance of $135,774,000 as of October 26, 2024. During the most recent annual impairment test during the fourth quarter of fiscal year 2024, the estimated fair value of all reporting units, other than MUAS, substantially exceeded their carrying value.

As of October 26, 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, 2025 will be performed during the fourth quarter. The intangibles included in the MUAS reporting unit of $11,847,000 as of October 26, 2024 will also be evaluated for potential impairment during the fourth quarter.

Fair Value Measurements (Tables)

6 Months Ended

Oct. 26, 2024

Fair Value Measurements

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

The Company’s financial assets measured at fair value on a recurring basis at October 26, 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	$	685	$	—	$	—	$	685
Warrants		—		75		—		75
Total	$	685	$	75	$	—	$	760

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 April 30, 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	$	937	$	—	$	—	$	937
Warrants		—		90		—		90
Total	$	937	$	90	$	—	$	1,027

Investments - Equity Securities (Details) - Equity securities and warrants - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Oct. 26, 2024	Oct. 28, 2023	Oct. 26, 2024	Oct. 28, 2023
Debt Securities, Available-for-Sale [Line Items]
Net loss recognized during the period on equity securities	$ 54	$ (2,450)	$ (267)	$ (3,463)
Unrealized loss recognized during the period on equity securities still held at the reporting date	$ 54	$ (2,450)	$ (267)	$ (3,463)

- 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
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-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
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-Section 50
-Paragraph 2
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
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-Section 50
-Paragraph 2
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-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

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Oct. 26, 2024	Apr. 30, 2024
Condensed Consolidated Balance Sheets
Accounts receivable, allowance for doubtful accounts (in dollars)	$ 92	$ 159
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	28,205,237	28,134,438
Common stock, outstanding shares	28,205,237	28,134,438

Pension - Expected benefits paid (Details) $ in Thousands	Apr. 30, 2024 USD ($)
Pension
2025	$ 188
2026	192
2027	195
2028	197
2029	199
2030-2034	1,014
Total expected benefit payments	$ 1,985

Long-Term Incentive Awards (Details) - USD ($)	3 Months Ended					6 Months Ended
Long-Term Incentive Awards (Details) - USD ($)	Oct. 26, 2024	Jul. 27, 2024	Apr. 30, 2024	Oct. 28, 2023	Jul. 30, 2022	Oct. 26, 2024	Oct. 28, 2023
Fiscal 2025 LTIP
Stock Based Compensation
Stock based compensation expense	$ 968,000			$ 0		$ 1,274,000	$ 0
Exercisable period from grant date						3 years
Fiscal 2025 LTIP \| 100% Vested
Stock Based Compensation
Vesting (as a percentage)						100.00%
Fiscal 2025 LTIP \| 50% Vested
Stock Based Compensation
Vesting (as a percentage)						50.00%
Fiscal 2025 LTIP \| 250% Vested
Stock Based Compensation
Vesting (as a percentage)						250.00%
Fiscal 2025 LTIP \| Performance based restricted stock units \| Maximum
Stock Based Compensation
Stock based compensation expense						$ 23,359,000
Fiscal 2024 LTIP
Stock Based Compensation
Stock based compensation expense				1,200,000			$ 1,834,000
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 \| Performance based restricted stock units
Stock Based Compensation
Stock based compensation expense				1,078,000			$ 2,190,000
Exercisable period from grant date							3 years
Fiscal 2024 LTIP \| Performance based restricted stock units \| Maximum
Stock Based Compensation
Stock based compensation expense						19,929,000
Fiscal 2023 LTIP
Stock Based Compensation
Stock based compensation expense				1,191,000			$ 1,852,000
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 \| Performance based restricted stock units
Stock Based Compensation
Stock based compensation expense	801,000					1,666,000
Fiscal 2023 LTIP \| Performance based restricted stock units \| Maximum
Stock Based Compensation
Stock based compensation expense						15,303,000
Fiscal 2022 LTIP
Stock Based Compensation
Stock based compensation expense				$ 356,000			$ 488,000
Exercisable period from grant date			3 years
Fiscal 2022 LTIP \| Performance based restricted stock units
Stock Based Compensation
Issue of fully-vested shares of common stock to settle		15,427
Fiscal 2021 LTIP \| Performance based restricted stock units
Stock Based Compensation
Stock based compensation expense	$ 0					$ 0

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Oct. 26, 2024	Apr. 30, 2024
Current assets:
Cash and cash equivalents	$ 68,960	$ 73,301
Accounts receivable, net of allowance for doubtful accounts of $92 at October 26, 2024 and $159 at April 30, 2024	73,935	70,305
Unbilled receivables and retentions	204,180	199,474
Inventories, net	139,698	150,168
Income taxes receivable	9,628
Prepaid expenses and other current assets	18,444	22,333
Total current assets	514,845	515,581
Long-term investments	22,942	20,960
Property and equipment, net	49,681	46,602
Operating lease right-of-use assets	32,502	30,033
Deferred income taxes	41,303	41,303
Intangibles, net	62,703	72,224
Goodwill	275,827	275,652
Other assets	19,282	13,505
Total assets	1,019,085	1,015,860
Current liabilities:
Accounts payable	40,646	48,298
Wages and related accruals	31,594	44,312
Customer advances	10,640	11,192
Current portion of long-term debt		10,000
Current operating lease liabilities	9,591	9,841
Income taxes payable	28	4,162
Other current liabilities	19,112	17,074
Total current liabilities	111,611	144,879
Long-term debt, net of current portion	15,000	17,092
Non-current operating lease liabilities	25,690	22,745
Other non-current liabilities	2,114	2,132
Liability for uncertain tax positions	5,603	5,603
Deferred income taxes	670	664
Commitments and contingencies
Stockholders' equity:
Authorized shares-10,000,000; none issued or outstanding at October 26, 2024 and April 30, 2024
Issued and outstanding shares-28,205,237 shares at October 26, 2024 and 28,134,438 shares at April 30, 2024	4	4
Additional paid-in capital	604,225	597,646
Accumulated other comprehensive loss	(5,228)	(5,592)
Retained earnings	259,396	230,687
Total stockholders' equity	858,397	822,745
Total liabilities and stockholders' equity	$ 1,019,085	$ 1,015,860

Segments -Reconciliation from adjusted income from operations to income (loss) before taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Oct. 26, 2024	Oct. 28, 2023	Oct. 26, 2024	Oct. 28, 2023
Segment Reporting Information [Line Items]
Segment adjusted gross margin			$ 162,538	$ 146,619
Amortization in cost of sales			(7,433)	(5,609)
Selling, general and administrative	$ (37,916)	$ (28,147)	(71,711)	(51,974)
Research and development	(28,716)	(22,025)	(53,329)	(37,491)
Other income (expense), net	16	(2,858)	(218)	(3,987)
Interest expense, net	(690)	(1,950)	(929)	(3,958)
Income before income taxes			28,918	43,600
Product segments
Segment Reporting Information [Line Items]
Segment adjusted gross margin	77,358	78,562	$ 162,538	$ 146,619
Amortization in cost of sales	(3,720)	(3,212)
Selling, general and administrative	(37,916)	(28,147)
Research and development	(28,716)	(22,025)
Other income (expense), net	16	(2,858)
Interest expense, net	(690)	(1,950)
Income before income taxes	$ 6,332	$ 20,370

- 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

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-Topic 280
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-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Accumulated Other Comprehensive Loss and Reclassifications Adjustments

6 Months Ended

Oct. 26, 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):


	Six Months Ended		Six Months Ended
	October 26,		October 28,
	2024		2023
Balance as of April 30, 2024 and April 30, 2023, respectively	$	(5,592)	$	(4,452)
Change in foreign currency translation adjustments		364		(1,625)
Balance as of October 26, 2024 and October 28, 2023, respectively	$	(5,228)	$	(6,077)

Business Acquisitions - Tomahawk (Details) - USD ($)		3 Months Ended		6 Months Ended	12 Months Ended
Business Acquisitions - Tomahawk (Details) - USD ($)	Sep. 15, 2023	Oct. 26, 2024	Oct. 28, 2023	Oct. 28, 2023	Apr. 30, 2024
Fair value of assets acquired:
Goodwill		$ 275,827,000			$ 275,652,000
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)
Payment of holdback amount during the period		$ 390,000
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%
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	2,865,000
Goodwill	95,414,000
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			$ 184,323,000	$ 343,684,000
Net income (loss) attributable to AeroVironment, Inc.			$ 17,420,000	$ 37,007,000
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

Inventories, net (Details) - USD ($) $ in Thousands	Oct. 26, 2024	Apr. 30, 2024
Inventories, net
Raw materials	$ 53,694	$ 57,218
Work in process	65,589	53,232
Finished goods	48,286	65,618
Inventories, gross	167,569	176,068
Reserve for inventory excess and obsolescence	(27,871)	(25,900)
Inventories, net	$ 139,698	$ 150,168

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Oct. 26, 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

Segments (Tables)

6 Months Ended

Oct. 26, 2024

Segments

Schedule of segment results


	Three Months Ended October 26, 2024
	UxS		LMS		MW		Total
Revenue:
Product sales	$	79,147	$	71,930	$	154	$	151,231
Contract services		6,269		5,785		25,173		37,227
	$	85,416	$	77,715	$	25,327	$	188,458

Segment adjusted gross margin	$	41,363	$	30,157	$	5,838	$	77,358

Depreciation and amortization	$	6,910	$	868	$	1,224	$	9,002


	Three Months Ended October 28, 2023
	UxS		LMS		MW		Total
Revenue:
Product sales	$	120,955	$	23,982	$	842	$	145,779
Contract services		11,818		6,267		16,952		35,037
	$	132,773	$	30,249	$	17,794	$	180,816

Segment adjusted gross margin	$	65,613	$	9,345	$	3,604	$	78,562

Depreciation and amortization	$	6,428	$	617	$	1,392	$	8,437

Schedule of reconciliation from segment adjusted income from operations to income (loss) before taxes


	Six Months Ended October 26, 2024
	UxS		LMS		MW		Total
Revenue:
Product sales	$	191,448	$	119,110	$	177	$	310,735
Contract services		13,944		10,578		42,684		67,206
	$	205,392	$	129,688	$	42,861	$	377,941

Segment adjusted gross margin	$	108,596	$	43,429	$	10,513	$	162,538

Depreciation and amortization	$	13,810	$	1,669	$	2,375	$	17,854


	Six Months Ended October 28, 2023
	UxS		LMS		MW		Total
Revenue:
Product sales	$	214,186	$	49,307	$	1,757	$	265,250
Contract services		16,794		11,859		39,260		67,913
	$	230,980	$	61,166	$	41,017	$	333,163

Segment adjusted gross margin	$	116,039	$	21,668	$	8,912	$	146,619

Depreciation and amortization	$	11,581	$	1,176	$	2,630	$	15,387

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


	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
	October 26,		October 28,		October 26,		October 28,
	2024		2023		2024		2023
Segment adjusted gross margin	$	77,358	$	78,562	$	162,538	$	146,619
Amortization in cost of sales		(3,720)		(3,212)		(7,433)		(5,609)
Selling, general and administrative		(37,916)		(28,147)		(71,711)		(51,974)
Research and development		(28,716)		(22,025)		(53,329)		(37,491)
Interest expense, net		(690)		(1,950)		(929)		(3,958)
Other expense, net		16		(2,858)		(218)		(3,987)
Income before income taxes	$	6,332	$	20,370	$	28,918	$	43,600

Schedule of identifiable assets by segment

Identifiable 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.


	UxS		LMS		MW		Corporate		Total
As of October 26, 2024	$	505,008	$	238,316	$	55,394	$	220,367	$	1,019,085
As of April 30, 2024	$	590,619	$	165,413	$	50,767	$	209,061	$	1,015,860

Segments

6 Months Ended

Oct. 26, 2024

Segments

Segments

18. Segments

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. Effective May 1, 2024, segment adjusted gross margin is the measure of profitability used by the CODM for purposes of making decisions about allocating resources to the segments and assessing performance. Segment adjusted gross margin is defined as gross margin before intangible amortization expense including amortization of purchase accounting adjustments. Prior period segment information has been revised to align with the new segment measure of profitability.


	Three Months Ended October 26, 2024
	UxS		LMS		MW		Total
Revenue:
Product sales	$	79,147	$	71,930	$	154	$	151,231
Contract services		6,269		5,785		25,173		37,227
	$	85,416	$	77,715	$	25,327	$	188,458

Segment adjusted gross margin	$	41,363	$	30,157	$	5,838	$	77,358

Depreciation and amortization	$	6,910	$	868	$	1,224	$	9,002


	Three Months Ended October 28, 2023
	UxS		LMS		MW		Total
Revenue:
Product sales	$	120,955	$	23,982	$	842	$	145,779
Contract services		11,818		6,267		16,952		35,037
	$	132,773	$	30,249	$	17,794	$	180,816

Segment adjusted gross margin	$	65,613	$	9,345	$	3,604	$	78,562

Depreciation and amortization	$	6,428	$	617	$	1,392	$	8,437


	Six Months Ended October 26, 2024
	UxS		LMS		MW		Total
Revenue:
Product sales	$	191,448	$	119,110	$	177	$	310,735
Contract services		13,944		10,578		42,684		67,206
	$	205,392	$	129,688	$	42,861	$	377,941

Segment adjusted gross margin	$	108,596	$	43,429	$	10,513	$	162,538

Depreciation and amortization	$	13,810	$	1,669	$	2,375	$	17,854


	Six Months Ended October 28, 2023
	UxS		LMS		MW		Total
Revenue:
Product sales	$	214,186	$	49,307	$	1,757	$	265,250
Contract services		16,794		11,859		39,260		67,913
	$	230,980	$	61,166	$	41,017	$	333,163

Segment adjusted gross margin	$	116,039	$	21,668	$	8,912	$	146,619

Depreciation and amortization	$	11,581	$	1,176	$	2,630	$	15,387

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


	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
	October 26,		October 28,		October 26,		October 28,
	2024		2023		2024		2023
Segment adjusted gross margin	$	77,358	$	78,562	$	162,538	$	146,619
Amortization in cost of sales		(3,720)		(3,212)		(7,433)		(5,609)
Selling, general and administrative		(37,916)		(28,147)		(71,711)		(51,974)
Research and development		(28,716)		(22,025)		(53,329)		(37,491)
Interest expense, net		(690)		(1,950)		(929)		(3,958)
Other expense, net		16		(2,858)		(218)		(3,987)
Income before income taxes	$	6,332	$	20,370	$	28,918	$	43,600


	UxS		LMS		MW		Corporate		Total
As of October 26, 2024	$	505,008	$	238,316	$	55,394	$	220,367	$	1,019,085
As of April 30, 2024	$	590,619	$	165,413	$	50,767	$	209,061	$	1,015,860

- 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/exampleRef
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+ Details

Equity Method Investments - Investment in Limited Partnership Fund (Details) - USD ($)	1 Months Ended		3 Months Ended			6 Months Ended		12 Months Ended
	Mar. 31, 2022	Jul. 31, 2019	Oct. 26, 2024	Jul. 27, 2024	Oct. 28, 2023	Oct. 26, 2024	Oct. 28, 2023	Apr. 30, 2024	Apr. 30, 2023	Apr. 30, 2022	Apr. 30, 2021
Equity Method Investments
Equity method investment income (loss), net of tax			$ 990,000		$ (1,393,000)	$ 1,055,000	$ (1,414,000)
Carrying value of investment			22,182,000			22,182,000		$ 19,933,000
Limited Partnership Fund
Equity Method Investments
Capital contributions										$ 10,000,000	$ 10,000,000
Contribution commitments										$ 0
Expected years contributions will be made		3 years
Equity method investment income (loss), net of tax			1,001,000			1,066,000
Carrying value of investment			$ 22,182,000			22,182,000		19,933,000
Limited Partnership Fund \| Equity method investment loss, net of tax
Equity Method Investments
Equity method investment (loss) income					$ (1,393,000)		(1,414,000)
Income tax expense from equity method investments						$ 0	$ 0
Limited Partnership Fund, Technologies and Start-Up
Equity Method Investments
Capital contributions	$ 20,000,000			$ 1,183,000				$ 3,074,000	$ 5,778,000
Expected years contributions will be made	5 years
Additional capital contributions		$ 9,965,000

Intangibles, net (Details) - USD ($)	3 Months Ended		6 Months Ended
Intangibles, net (Details) - USD ($)	Oct. 26, 2024	Oct. 28, 2023	Oct. 26, 2024	Oct. 28, 2023	Apr. 30, 2024
Intangibles, net
Amortization expense	$ 4,795,000	$ 4,262,000	$ 9,569,000	$ 7,276,000
Weighted average
Intangibles, net
Weighted average amortization period	4 years		4 years		3 years

- 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 + Details

Customer-Funded Research & Development

6 Months Ended

Oct. 26, 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 $20,280,000 and $38,839,000 for the three and six months ended October 26, 2024. Revenue from customer-funded R&D was approximately $19,078,000 and $43,461,000 for the three and six months ended October 28, 2023.

Leases - Maturities of operating lease liabilities (Details) $ in Thousands	Oct. 26, 2024 USD ($)
Maturities of operating lease liabilities:
2025	$ 4,991
2026	9,545
2027	9,049
2028	7,068
2029	5,997
Thereafter	3,327
Total lease payments	39,977
Less: imputed interest	(4,696)
Total present value of operating lease liabilities	$ 35,281

Organization and Significant Accounting Policies - (Details) $ in Thousands	6 Months Ended
	Oct. 26, 2024 USD ($) segment	Apr. 30, 2024 USD ($)
Organization and Significant Accounting Policies
Number of Reportable Segments \| segment	3
Reserves for Incurred Cost Claim Audits \| $	$ 0	$ 0

Goodwill (Details) - USD ($)	6 Months Ended
Goodwill (Details) - USD ($)	Oct. 26, 2024	Jan. 28, 2024
Goodwill
Goodwill, Beginning Balance	$ 275,652,000
Change to goodwill	175,000
Goodwill, Ending Balance	275,827,000
UxS
Goodwill
Goodwill, Beginning Balance	256,398,000
Change to goodwill	175,000
Goodwill, Ending Balance	256,573,000
MW
Goodwill
Goodwill, Beginning Balance	19,254,000
Goodwill, Ending Balance	19,254,000
MUAS
Goodwill
Goodwill, Ending Balance	135,774,000
Percentage of estimated fair value exceeded the carrying value		10.00%
Intangible assets	$ 11,847,000

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- 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.

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Reference 1: http://www.xbrl.org/2003/role/exampleRef
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+ Details

Subsequent Events

6 Months Ended

Oct. 26, 2024

Subsequent Events

Subsequent Events

19. Subsequent Events

On November 19, 2024, the Company announced the execution of a definitive agreement under which the Company will acquire BlueHalo in an all-stock transaction. The Company, Merger Sub, BlueHalo, and BlueHalo Holdings Parent, LLC, a Delaware limited liability company and sole member of BlueHalo Financing Topco, LLC (“Seller”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into BlueHalo, with BlueHalo continuing as a wholly owned subsidiary of the Company and the surviving company of the merger (the “Merger” and together with the other transactions contemplated by the Merger Agreement, the “Transactions”).

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), all of the equity interests of BlueHalo issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive a number of shares of the Company’s common stock (“Company Common Stock”) equal to 18,548,698 shares (the “Transaction Consideration”), which will represent approximately 39.5% of the fully diluted shares outstanding of the pro forma combined company immediately prior to the execution and delivery of the Merger Agreement. The Transaction Consideration is subject to downwards adjustments, which shall be determined prior to the consummation of the Transactions (the “Closing”), for certain items of leakage, distribution or payment of cash or other property up to the Closing, incurred by BlueHalo and its subsidiaries since June 30, 2024 as set forth in the Merger Agreement.

The closing of the Merger is subject to satisfaction or waiver of certain conditions including, among other things, (i) the required approval by the Company’s stockholders, the Company’s stockholders, holders of incentive units and restricted common units of Seller (the “Seller Members”) and Seller, as the sole member of BlueHalo (ii) the accuracy of the respective representations and warranties of each party, subject to certain materiality qualifications, (iii) compliance by the parties with their respective covenants, (iv) the absence of any order that is in effect and restrains, enjoins or otherwise prohibits the consummation of the Merger, (v) the receipt of specified regulatory approvals and the expiration or termination of applicable waiting periods, including the expiration or termination of the applicable waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended (the “Required Regulatory Approvals”) (vi) the shares of Company Common Stock to be issued in the Merger being approved for listing (subject to official notice of issuance) on Nasdaq as of the Closing, (vii) the Registration Statement (as defined below) having become effective in accordance with the provisions of the Securities Act of 1933, as amended, and not being subject to any stop order or proceeding (or threatened proceeding by the Securities and Exchange Commission (the “SEC”)) seeking a stop order with respect to the Registration Statement that has not been withdrawn, (viii) delivery of certain closing certificates and executed ancillary agreements, (ix) the absence of any material adverse effect with respect to BlueHalo or the Company, (x) receipt of certain waivers and evidence that a shareholder vote was solicited related to Section 280G of the United States Internal Revenue Code of 1986, as amended, and (xi) receipt by the Company of executed Joinder and Lock-Up Agreements from Seller Members entitled to receive at least 85% of the Transaction Consideration, as adjusted.

The Merger Agreement contains customary representations, warranties and covenants made by the Company, BlueHalo, and the Seller, including covenants relating to obtaining the requisite approvals of the stockholders of the Company, the Seller Members and Seller, as the sole member of BlueHalo, indemnification of directors and officers, and the Company’s and Seller and BlueHalo’s conduct of their respective businesses between the date of signing the Merger Agreement and the closing of the Merger.

The Merger Agreement further provides that the Company may be required to pay a termination fee of $200,000,000 to Seller upon termination of the Merger Agreement under specified circumstances, including (i) termination by the Company to accept an Alternative Sale Transaction, (ii) termination by Seller due to the occurrence of a Company Board Adverse Recommendation Change or (iii) if the Company consummates an Alternative Sale Transaction within 9 months of termination of the Merger Agreement, subject to certain conditions as set forth in the Merger Agreement.

Concurrently with the execution and delivery of the Merger Agreement, Arlington Capital Partners V, L.P. and Arlington Capital Partners VI, L.P., the equityholders of the Key Seller Member (collectively, the “Sponsor Members”) have entered into a shareholder’s agreement (the “Shareholder’s Agreement”) with the Company pursuant to which the Sponsor Members have, among other things, agreed to abide by customary standstill covenants, obligations to vote consistent with the recommendation of the Company Board, and customary employee non-solicit restrictions with respect to the employees of the Company and its subsidiaries (including BlueHalo and its subsidiaries after the Closing). The Company has, among other things, agreed to provide the Sponsor Members with certain board designation rights and customary registration rights, including customary demand and piggyback rights. The Sponsor Members will have such designation rights to designate two directors until it and its affiliates cease to collectively hold and own, directly or indirectly, at least 20% of the issued and outstanding Company Common Stock and the Sponsor Members will have such designation rights to designate one director until they and their affiliates cease to collectively hold and own, directly or indirectly, at least 15% but less than 20% of the issued and outstanding Company Common Stock. The Sponsor Members are expected to beneficially own approximately 26.2% of the Company Common Stock at Closing (assuming no adjustments under the Merger Agreement).

At the Effective Time, the Board of Directors of the Company (the “New Company Board”) is expected to consist of ten members, two of whom may be designated by the Sponsor Members for approval by the stockholders of the Company for appointment to the New Company Board, subject to certain conditions and qualifications as set forth in the Shareholder’s Agreement.

In connection with the Merger Agreement, the Company entered into a commitment letter (the “Debt Commitment Letter”) with BofA NA and BofA Securities, Inc. (collectively, “BofA”) and JPM (JPM and BofA, collectively, the “Joint Lead Arrangers”) on November 18, 2024, pursuant to which the Joint Lead Arrangers have committed to amend the Existing Credit Agreement (such amendment, the “Credit Agreement Amendment”) to provide a new Term Loan A facility (the “Acquisition Financing Facility”). The initial principal amount of the Acquisition Financing Facility will be $700,000,000, and the Acquisition Financing Facility will have a maturity date of two years from effective date of the Credit Agreement Amendment. The Joint Lead Arrangers expect that the effective date of the Credit Agreement Amendment will be prior to the date of the Closing. The proceeds of the Acquisition Financing Facility will be used to refinance a portion of BlueHalo’s debt and pay fees, costs and expenses incurred in connection with the Transactions. The definitive documentation governing the Financing has not been finalized, and accordingly, the actual terms may differ from the description of such terms in the Debt Commitment Letter. The consummation of the Transactions is not conditioned upon receipt of the proceeds from the Acquisition Financing Facility or any replacement financing.

Debt - Long-term debt (Details) - USD ($)	6 Months Ended	12 Months Ended
Debt - Long-term debt (Details) - USD ($)	Oct. 26, 2024	Apr. 30, 2024	Feb. 04, 2022
Long-term debt
Total debt	$ 15,000,000	$ 28,000,000
Less current portion		10,000,000
Total long-term debt, less current portion	15,000,000	18,000,000
Less unamortized debt issuance costs - term loans		908,000
Total long-term debt, net of unamortized debt issuance costs - term loans	15,000,000	17,092,000
Unamortized debt issuance costs - revolving credit facility	$ 1,272,000	$ 511,000
Current period interest rate	6.50%	6.90%
Term loan
Long-term debt
Total debt		$ 28,000,000
Unamortized debt issuance costs - revolving credit facility			$ 590,000
Revolving credit facility
Long-term debt
Total debt	$ 15,000,000

Debt - Future principle payments (Details) $ in Thousands	Oct. 26, 2024 USD ($)
Future principle payments
2029	$ 15,000
Total	$ 15,000

- Definition

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

+ References + Details

Organization and Significant Accounting Policies - Earnings Per Share (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Oct. 26, 2024	Oct. 28, 2023	Oct. 26, 2024	Oct. 28, 2023
Numerator for basic earnings per share:
Net income	$ 7,543	$ 17,840	$ 28,709	$ 39,735
Denominator for basic earnings per share:
Weighted average common shares	28,009,963	26,865,763	27,985,425	26,479,168
Dilutive effect of employee stock options, restricted stock and restricted stock units	135,627	91,043	154,517	90,099
Denominator for diluted earnings per share	28,145,590	26,956,806	28,139,942	26,569,267
Number of anti-dilutive shares	83	1,284	180	1,082

- Definition

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

+ References

+ Details

Inventories, net (Tables)

6 Months Ended

Oct. 26, 2024

Inventories, net

Schedule of inventories, net

Inventories consist of the following (in thousands):


	October 26,		April 30,
	2024		2024


Raw materials	$	53,694	$	57,218
Work in process		65,589		53,232
Finished goods		48,286		65,618
Inventories, gross		167,569		176,068
Reserve for inventory excess and obsolescence		(27,871)		(25,900)
Inventories, net	$	139,698	$	150,168

Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Oct. 26, 2024	Oct. 28, 2023	Oct. 26, 2024	Oct. 28, 2023
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
Net income	$ 7,543	$ 17,840	$ 28,709	$ 39,735
Other comprehensive income:
Change in foreign currency translation adjustments	(172)	(1,562)	364	(1,625)
Total comprehensive income	$ 7,371	$ 16,278	$ 29,073	$ 38,110

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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-Section 50
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-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6

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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Subsequent Events - BlueHalo (Details) - BlueHalo	Nov. 19, 2024 USD ($) director shares
Subsequent Events
Shares issued for business acquisition \| shares	18,548,698
Ownership interest acquired	39.50%
Percentage of transaction consideration seller members are entitled to receive	85.00%
Termination fees	$ 200,000,000
Total initial principal amount of the Acquisition Financing Facility	$ 700,000,000
Maturity period of Acquisition Financing Facility (in years)	2 years
Number of directors appointed \| director	2
Common Stock \| Director
Subsequent Events
Ownership interest acquired	20.00%
Common Stock \| Director \| Minimum
Subsequent Events
Ownership interest acquired	15.00%
Common Stock \| Director \| Maximum
Subsequent Events
Ownership interest acquired	20.00%
Common Stock \| Sponsor Member
Subsequent Events
Ownership interest acquired	26.20%

Organization and Significant Accounting Policies - Performance Obligations (Details) - USD ($) $ in Thousands	Oct. 26, 2024	Oct. 28, 2023
Performance Obligations
Remaining performance obligations	$ 467,094
Total revenue (as a percentage)	100.00%	100.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-10-27
Performance Obligations
Year of performance obligations	6 months
Total revenue (as a percentage)	72.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-05-01
Performance Obligations
Year of performance obligations	1 year
Total revenue (as a percentage)	28.00%

Debt - (Details)	Feb. 04, 2022 USD ($)	Feb. 19, 2021 USD ($) payment	Oct. 26, 2024 USD ($)	Apr. 30, 2024 USD ($)	Jun. 06, 2023 USD ($)	Jun. 05, 2023 USD ($)
Debt
Aggregate amount			$ 15,000,000	$ 28,000,000
Arcturus UAV Inc. \| Aerovironment
Debt
Ownership interest		100.00%
Amount of loan		$ 100,000,000
Period One Through Four \| Arcturus UAV Inc.
Debt
Amount of annual required payment expressed as a percent of the outstanding obligation		5.00%
Period Five \| Arcturus UAV Inc.
Debt
Amount of annual required payment expressed as a percent of the outstanding obligation		80.00%
Maximum \| Arcturus UAV Inc.
Debt
Percentage of outstanding equity interests in foreign subsidiaries		65.00%
Revolving credit facility
Debt
Aggregate amount			15,000,000
Revolving credit facility \| Arcturus UAV Inc.
Debt
Term of loan		5 years
First Amendment to Credit Agreement
Debt
Amount of sublimit of line of credit borrowing capacity					$ 25,000,000	$ 10,000,000
First Amendment to Credit Agreement \| Minimum \| Fiscal quarter ended January 29, 2022 and April, 2022
Debt
Consolidated leverage ratio	0.01%
First Amendment to Credit Agreement \| Minimum \| Fiscal quarters ending during the period from May 1, 2022 to October 31, 2022
Debt
Consolidated leverage ratio	0.01%
First Amendment to Credit Agreement \| Minimum \| Fiscal quarter ending thereafter which is after October 31, 2022
Debt
Consolidated leverage ratio	0.01%
First Amendment to Credit Agreement \| Maximum \| Fiscal quarter ended January 29, 2022 and April, 2022
Debt
Consolidated leverage ratio	4.00%
First Amendment to Credit Agreement \| Maximum \| Fiscal quarters ending during the period from May 1, 2022 to October 31, 2022
Debt
Consolidated leverage ratio	3.50%
First Amendment to Credit Agreement \| Maximum \| Fiscal quarter ending thereafter which is after October 31, 2022
Debt
Consolidated leverage ratio	3.00%
First Amendment to Credit Agreement \| Base Rate
Debt
Interest rate	0.50%
Additional interest rate if default occurs (as a percentage)	2.00%
First Amendment to Credit Agreement \| Base Rate \| Minimum
Debt
Interest rate	0.50%
First Amendment to Credit Agreement \| Base Rate \| Maximum
Debt
Interest rate	1.50%
First Amendment to Credit Agreement \| SOFR
Debt
SOFR adjustment	0.10%
First Amendment to Credit Agreement \| SOFR \| Minimum
Debt
Interest rate	1.50%
First Amendment to Credit Agreement \| SOFR \| Maximum
Debt
Interest rate	2.50%
First Amendment to Credit Agreement \| Term SOFR
Debt
Interest rate	0.00%
First Amendment to Credit Agreement \| One Month SOFR
Debt
Interest rate	1.00%
First Amendment to Credit Agreement \| Consolidated Fixed Charge Coverage Ratio \| Minimum
Debt
Commitment fees (as a percentage)	0.20%
First Amendment to Credit Agreement \| Consolidated Fixed Charge Coverage Ratio \| Maximum
Debt
Commitment fees (as a percentage)	0.35%
Third Amendment to Credit Agreement
Debt
Amount of loan	$ 15,000,000		175,208,000
Aggregate amount	200,000,000
Amount of sublimit	$ 25,000,000
Third Amendment to Credit Agreement \| Consolidated Leverage Ratio \| Minimum
Debt
Consolidated leverage ratio	1.00%
Third Amendment to Credit Agreement \| Consolidated Leverage Ratio \| Minimum \| Period One Through Four
Debt
Consolidated leverage ratio	1.00%
Third Amendment to Credit Agreement \| Consolidated Leverage Ratio \| Maximum
Debt
Consolidated leverage ratio	4.00%
Third Amendment to Credit Agreement \| Consolidated Leverage Ratio \| Maximum \| Period One Through Four
Debt
Consolidated leverage ratio	4.50%
Third Amendment to Credit Agreement \| Consolidated Fixed Charge Coverage Ratio \| Minimum
Debt
Interest rate	1.00%
Third Amendment to Credit Agreement \| Consolidated Fixed Charge Coverage Ratio \| Maximum
Debt
Interest rate	1.25%
Third Amendment to Credit Agreement \| Consolidated Senior Secured Leverage Ratio \| Minimum
Debt
Consolidated leverage ratio	1.00%
Third Amendment to Credit Agreement \| Consolidated Senior Secured Leverage Ratio \| Maximum
Debt
Consolidated leverage ratio	3.00%
Third Amendment to Credit Agreement \| Leverage Increase Period \| Minimum
Debt
Consolidated leverage ratio	1.00%
Third Amendment to Credit Agreement \| Leverage Increase Period \| Maximum
Debt
Consolidated leverage ratio	3.50%
Standby Letters of Credit
Debt
Amount of loan			$ 9,792,000
Standby Letters of Credit \| Arcturus UAV Inc.
Debt
Amount of sublimit		$ 25,000,000
Swingline Loan [Member]
Debt
Amount of sublimit	$ 10,000,000
Term loans
Debt
Aggregate amount				$ 28,000,000
Term loans \| Arcturus UAV Inc.
Debt
Amount of loan		$ 200,000,000
Term of amortization		5 years
Term loans \| Period Five \| Arcturus UAV Inc.
Debt
Number of quarterly payments \| payment		3
Amount of quarterly required payment expressed as a percentage of outstanding obligation		1.25%

Pension (Tables)

6 Months Ended

Oct. 26, 2024

Pension

Schedule of projected benefit obligation and fair value of plan assets


	April 30,
	2024
	(In thousands)
Projected benefit obligation	$	(3,246)
Fair value of plan assets		3,636
Funded status of the plan	$	390

Schedule of expected benefits payments

Expected benefit payments as of April 30, 2024 (in thousands):


2025	$	188
2026		192
2027		195
2028		197
2029		199
2030-2034		1,014
Total expected benefit payments	$	1,985

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				Six Months Ended
	October 26,		October 28,		October 26,		October 28,
	2024		2023		2024		2023
Expected return on plan assets	$	—	$	—	$	—	$	—
Interest cost		29		29		57		59
Actuarial gain		—		—		—		—
Net periodic benefit cost	$	29	$	29	$	57	$	59

Intangibles, net (Tables)

6 Months Ended

Oct. 26, 2024

Intangibles, net

Schedule of components of intangibles

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


	October 26,		April 30,
	2024		2024
Technology	$	101,106	$	101,012
Licenses		1,008		1,008
Customer relationships		77,354		77,313
Backlog		2,851		2,831
In-process research and development		550		550
Non-compete agreements		320		320
Trademarks and tradenames		1,668		1,668
Other		146		146
Intangibles, gross		185,003		184,848
Less accumulated amortization		(122,300)		(112,624)
Intangibles, net	$	62,703	$	72,224

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,
2025	$	9,579
2026		15,022
2027		12,655
2028		11,941
2029		7,764
	$	56,961

Organization and Significant Accounting Policies - Revenue percentage by recognition method (Details)	3 Months Ended		6 Months Ended
	Oct. 26, 2024	Oct. 28, 2023	Oct. 26, 2024	Oct. 28, 2023
Organization and Significant Accounting Policies
Over time (as a percentage)	58.00%	39.00%	50.00%	39.00%
Point in time (as a percentage)	42.00%	61.00%	50.00%	61.00%
Total revenue (as a percentage)	100.00%	100.00%	100.00%	100.00%

Fair Value Measurements - Acquisitions (Details) - Amprius Technologies, Inc.	Sep. 12, 2022 USD ($) $ / shares shares
Fair Value Measurement
Company Invested amount	$ 5,000,000
Equity securities
Fair Value Measurement
Number of shares purchased \| shares	500,000
Redeemable warrant
Fair Value Measurement
Number of warrants acquired \| shares	500,000
Exercise Price of warrants \| $ / shares	$ 12.50
Redemption price \| $ / shares	$ 20.00
Redeemable warrant \| Measurement Input, Exercise Price \| Significant other observable inputs (Level 2)
Fair Value Measurement
Investment in warrants	11.50
Redeemable warrant \| Measurement Input, Redemption Price \| Significant other observable inputs (Level 2)
Fair Value Measurement
Investment in warrants	18.00

Warranty Reserves

6 Months Ended

Oct. 26, 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 six months ended October 26, 2024 and October 28, 2023, respectively (in thousands):


	Three Months Ended				Six Months Ended
	October 26,			October 28,	October 26,		October 28,
	2024		2023		2024		2023
Beginning balance	$	4,240	$	4,627	$	5,538	$	3,642
Balance acquired from acquisition		—		40		—		40
Warranty expense		(193)		1,037		(840)		2,787
Warranty costs settled		(405)		(462)		(1,056)		(1,227)
Ending balance	$	3,642	$	5,242	$	3,642	$	5,242

Leases - Supplemental lease information (Details) - USD ($) $ in Thousands	6 Months Ended
	Oct. 26, 2024	Oct. 28, 2023
Leases
Cash paid for amounts included in the measurement of operating lease liabilities	$ 4,547	$ 4,588
Right-of-use assets obtained in exchange for new lease liabilities	$ 6,554	$ 7,120
Weighted average remaining lease term	51 months	54 months
Weighted average discount rate	5.50%	5.20%

Debt

6 Months Ended

Oct. 26, 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.

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.

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.

On October 4, 2024, the Company entered into a Third Amendment to Credit Agreement with the existing lenders, Bank of America, N.A., the administrative agent and the swingline lender, JPMorgan Chase Bank, N.A., and U.S. Bank National Association, and Citibank, N.A. (the “New Lender”) (the “Third Amendment to Credit Agreement” and the existing Credit Agreement as amended thereby, the “Amended Credit Agreement”).

The Amended Credit Agreement now provides for an aggregate $200,000,000 revolving credit facility, including a $25,000,000 sublimit for the issuance of standby and commercial letters of credit, and a $10,000,000 sublimit for swingline loans, secured by all assets of the Company and the Guarantors, and extends the maturity date for obligations pursuant to the Amended Credit Agreement to October 4, 2029. Upon effectiveness of the Amended Credit Agreement, the Company drew $15,000,000 from the amended Revolving Facility and repaid in full all outstanding amounts owed pursuant to the prior Term Loan Facility. The Amended Credit Agreement reflects the removal of the Term Loan Facility. The unamortized debt issuance costs allocated to the Term Loan Facility of $590,000 were expensed upon repayment of the Term Loan Facility and recorded in interest expense.

In addition to adding the New Lender and adjusting certain fee schedules, the Amended Credit Agreement also allows the Company to incur additional forms of secured and unsecured permitted indebtedness without separate consent of the Administrative Agent and make certain payments related thereto, including certain bilateral letters of credit, supply chain

financing transactions, securitization transactions pertaining to its accounts receivable, and issuance of unsecured convertible debt pertaining to its Common Stock (and certain call spread transactions related thereto), subject in each instance to further specified parameters, including aggregate dollar limits on certain activities and satisfaction of ongoing and pro forma financial covenants.

The Amended Credit Agreement substitutes a Consolidated Senior Secured Leverage Ratio for the Consolidated Leverage Ratio required to be maintained under the existing Credit Agreement. The Consolidated Leverage Ratio is now an incurrence test, used to determine whether or not the Company may take certain actions, such as borrowing under the Amended Credit Agreement, making acquisitions, incurring certain unsecured debt, or making payments on junior debt. In order to take such actions, the Consolidated Leverage Ratio may not exceed 4.00 to 1.0. However, the ratio increases to 4.50 to 1.0 during a Leverage Increase Period, covering each of the four fiscal quarters of the Company immediately following the consummation of any qualified acquisition. The newly added Consolidated Senior Secured Leverage Ratio, measuring the Consolidated Senior Secured Funded Indebtedness, as of a date of determination, to Consolidated EBITDA for the applicable measurement period, shall not exceed 3.00 to 1.0 at the end of any fiscal quarter of the Company, increasing to 3.50 to 1.0 in a Leverage Increase Period. In each case, no more than one Leverage Increase Period shall be in effect at any time, and the basic ratio levels must be achieved and maintained for at least two fiscal quarters immediately following each Leverage Increase Period prior to giving effect to another Leverage Increase Period. The requirement for the Consolidated Fixed Charge Coverage Ratio to be no less than 1.25 to 1.0 at the end of any fiscal quarter of the Company remains unchanged in the Amended Credit Agreement. The Amended Credit Agreement removes the requirement that the Company prepay the loans with the proceeds of dispositions of assets or newly incurred debt. The Company’s ability to borrow under the Revolving Facility is reduced by outstanding letters of credit of $9,792,000 as of October 26, 2024. As of October 26, 2024, approximately $175,208,000 was available under the Revolving Facility. Borrowings under the Revolving Facility may be used for working capital and other general corporate purposes, including acquisitions that meet certain parameters. As of October 26, 2024, the Company is in compliance with all amended covenants.

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


	October 26,		April 30,
	2024		2024
	(In thousands)		(In thousands)
Term loan	$	—	$	28,000
Revolving credit facility		15,000		—
Total debt		15,000		28,000
Less current portion		—		10,000
Total long-term debt, less current portion		15,000		18,000
Less unamortized debt issuance costs–term loans		—		908
Total long-term debt, net of unamortized debt issuance costs–term loans	$	15,000	$	17,092
Unamortized debt issuance costs–revolving credit facility	$	1,272	$	511
Current period interest rate		6.5%		6.9%

Future contractual long-term debt principal payments at October 26, 2024 were as follows:


	(In thousands)
2025	$	—
2026		—
2027		—
2028		—
2029		15,000
	$	15,000

- 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 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Subparagraph (a)(3)
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
-Subparagraph (a)(1)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

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

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-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 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org/470/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

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

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

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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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

+ Details

Intangibles, net

6 Months Ended

Oct. 26, 2024

Intangibles, net

Intangibles, net

7. Intangibles, net

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


	October 26,		April 30,
	2024		2024
Technology	$	101,106	$	101,012
Licenses		1,008		1,008
Customer relationships		77,354		77,313
Backlog		2,851		2,831
In-process research and development		550		550
Non-compete agreements		320		320
Trademarks and tradenames		1,668		1,668
Other		146		146
Intangibles, gross		185,003		184,848
Less accumulated amortization		(122,300)		(112,624)
Intangibles, net	$	62,703	$	72,224

The weighted average amortization period as of October 26, 2024 and April 30, 2024 was four and three years, respectively. Amortization expense for the three and six months ended October 26, 2024 was $4,795,000 and $9,569,000 respectively. Amortization expense for the three and six months ended October 28, 2023 was $4,262,000 and $7,276,000, respectively.

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


	Year ending
	April 30,
2025	$	9,579
2026		15,022
2027		12,655
2028		11,941
2029		7,764
	$	56,961

Leases (Tables)

6 Months Ended

Oct. 26, 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):


	Six Months Ended		Six Months Ended
	October 26,		October 28,
	2024		2023
Operating lease cost	$	4,980	$	4,486
Short term lease cost		398		733
Variable lease cost		840		833
Sublease income		—		—
Total lease costs, net	$	6,218	$	6,052

Schedule of supplemental lease information

Supplemental lease information was as follows:


	Six Months Ended		Six Months Ended
	October 26,		October 28,
	2024		2023
	(In thousands)		(In thousands)
Cash paid for amounts included in the measurement of operating lease liabilities	$	4,547	$	4,588
Right-of-use assets obtained in exchange for new lease liabilities	$	6,554	$	7,120

Weighted average remaining lease term		51 months		54 months
Weighted average discount rate		5.5%		5.2%

Schedule of maturities of operating lease liabilities

Maturities of operating lease liabilities as of October 26, 2024 were as follows (in thousands):


2025	$	4,991
2026		9,545
2027		9,049
2028		7,068
2029		5,997
Thereafter		3,327
Total lease payments		39,977
Less: imputed interest		(4,696)
Total present value of operating lease liabilities	$	35,281

Organization and Significant Accounting Policies - Contract Estimates (Details)	3 Months Ended		6 Months Ended
	Oct. 26, 2024 USD ($) contract	Oct. 28, 2023 USD ($) contract	Oct. 26, 2024 USD ($) contract	Oct. 28, 2023 USD ($) contract	Apr. 30, 2024 USD ($)
Material adjustment to any one contract	$ 0	$ 0	$ 0	$ 0
Amount of aggregate impact of adjustments in contract estimates on revenue related to performance obligations satisfied or partially satisfied in previous periods increased		$ 2,817,000		$ 3,544,000
Amount of revised aggregate impact of adjustments in contract estimates on revenue related to performance obligations satisfied or partially satisfied in previous periods	$ 6,973,000		$ 8,555,000
Number of active contracts \| contract	1	1	1	1
Forward Loss Reserve	$ 130,000		$ 130,000		$ 374,000
LMS
Amount of aggregate impact of adjustments in contract estimates on revenue related to performance obligations satisfied or partially satisfied in previous periods increased		$ 1,716,000	$ 9,870,000	$ 1,439,000

Pension

6 Months Ended

Oct. 26, 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, 2024.

The table below includes the projected benefit obligation and fair value of plan assets as of April 30, 2024. The net fair value of plan assets (in thousands) is recorded in other assets on the unaudited condensed consolidated balance sheet.


	April 30,
	2024
	(In thousands)
Projected benefit obligation	$	(3,246)
Fair value of plan assets		3,636
Funded status of the plan	$	390

The projected benefit obligation includes assumptions of a discount rate of 3.9% and pension increase for in-payment benefits of 2.5% for both October 26, 2024 and April 30, 2024. 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, 2025. The Company assumed expected return on plan assets of 2.9% for October 26, 2024 and April 30, 2024.

Expected benefit payments as of April 30, 2024 (in thousands):


2025	$	188
2026		192
2027		195
2028		197
2029		199
2030-2034		1,014
Total expected benefit payments	$	1,985

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


	Three Months Ended				Six Months Ended
	October 26,		October 28,		October 26,		October 28,
	2024		2023		2024		2023
Expected return on plan assets	$	—	$	—	$	—	$	—
Interest cost		29		29		57		59
Actuarial gain		—		—		—		—
Net periodic benefit cost	$	29	$	29	$	57	$	59

- 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
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 17
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480482/715-20-55-17

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)(iv)(03)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
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-Section 50
-Paragraph 1
-Subparagraph (d)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/715/tableOfContent

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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-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480126/715-20-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480266/715-60-50-3

+ Details

Segments (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Segments (Details) - USD ($) $ in Thousands	Oct. 26, 2024	Oct. 28, 2023	Oct. 26, 2024	Oct. 28, 2023
Segment Reporting Information [Line Items]
Segment adjusted gross margin			$ 162,538	$ 146,619
Depreciation and amortization			17,854	15,387
Product segments
Segment Reporting Information [Line Items]
Revenue	$ 188,458	$ 180,816	377,941	333,163
Segment adjusted gross margin	77,358	78,562	162,538	146,619
Depreciation and amortization	9,002	8,437	17,854	15,387
Product segments \| Product sales
Segment Reporting Information [Line Items]
Revenue	151,231	145,779	310,735	265,250
Product segments \| Contract services
Segment Reporting Information [Line Items]
Revenue	37,227	35,037	67,206	67,913
UxS \| Product segments
Segment Reporting Information [Line Items]
Revenue			205,392	230,980
Segment adjusted gross margin			108,596	116,039
Depreciation and amortization			13,810	11,581
UxS \| Product segments \| Product sales
Segment Reporting Information [Line Items]
Revenue			191,448	214,186
UxS \| Product segments \| Contract services
Segment Reporting Information [Line Items]
Revenue			13,944	16,794
UMS \| Product segments
Segment Reporting Information [Line Items]
Revenue	85,416	132,773	129,688
Segment adjusted gross margin	41,363	65,613	43,429
Depreciation and amortization	6,910	6,428	1,669
UMS \| Product segments \| Product sales
Segment Reporting Information [Line Items]
Revenue	79,147	120,955	119,110
UMS \| Product segments \| Contract services
Segment Reporting Information [Line Items]
Revenue	6,269	11,818	10,578
LMS \| Product segments
Segment Reporting Information [Line Items]
Revenue	77,715	30,249		61,166
Segment adjusted gross margin	30,157	9,345		21,668
Depreciation and amortization	868	617		1,176
LMS \| Product segments \| Product sales
Segment Reporting Information [Line Items]
Revenue	71,930	23,982		49,307
LMS \| Product segments \| Contract services
Segment Reporting Information [Line Items]
Revenue	5,785	6,267		11,859
MW \| Product segments
Segment Reporting Information [Line Items]
Revenue	25,327	17,794	42,861	41,017
Segment adjusted gross margin	5,838	3,604	10,513	8,912
Depreciation and amortization	1,224	1,392	2,375	2,630
MW \| Product segments \| Product sales
Segment Reporting Information [Line Items]
Revenue	154	842	177	1,757
MW \| Product segments \| Contract services
Segment Reporting Information [Line Items]
Revenue	$ 25,173	$ 16,952	$ 42,684	$ 39,260

Leases (Details)	6 Months Ended
Leases (Details)	Oct. 26, 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

Organization and Significant Accounting Policies

6 Months Ended

Oct. 26, 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 uncrewed aircraft and ground robot systems, loitering munitions systems and related services primarily to organizations within or supplying the U.S. Department of Defense (“D.o.D.”), other federal agencies and to international allied governments.

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:

Uncrewed Systems (“UxS”)—The UxS segment, which consists of the former small uncrewed aircraft systems (“SUAS”), medium uncrewed aircraft systems (“MUAS”) and uncrewed ground vehicles (“UGV”) segments and Tomahawk Robotics, Inc. (“Tomahawk”), which was acquired on September 15, 2023, focuses primarily on (i) 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; (ii) medium UAS products designed to operate reliably at medium altitudes with longer range while carrying larger payloads including airborne platforms, (iii) payloads and payload integration, ground support equipment and other items and services related generally to uncrewed aircraft systems historically including ISR services; (iv) UGV products designed to help responders remove, contain or neutralize hazards in situations where improvised explosive devices, caustic chemicals, nuclear, radiological or biological hazards or violent individuals represent significant danger to humans; and (v) AI-enabled common control and communication solutions that allow any uncrewed system to be controlled from a common user interface while aggregating data from multiple platforms to provide real time intelligence.

Loitering Munitions Systems (“LMS”)—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 (“MW”)—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.

Basis of Presentation

Recently Adopted Accounting Standards

The Company did not adopt any accounting standards during the six months ended October 26, 2024.

Revenue Recognition

Performance Obligations

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				Six Months Ended
	October 26,		October 28,		October 26,		October 28,
Revenue by segment	2024		2023		2024		2023
UxS	$	85,416	$	132,773	$	205,392	$	230,980
LMS		77,715		30,249		129,688		61,166
MW		25,327		17,794		42,861		41,017
Total revenue	$	188,458	$	180,816	$	377,941	$	333,163


	Three Months Ended				Six Months Ended
	October 26,		October 28,		October 26,		October 28,
Revenue by contract type	2024		2023		2024		2023
FFP	$	168,752	$	159,879	$	340,620	$	289,821
CPFF		18,810		19,802		35,041		41,095
T&M		896		1,135		2,280		2,247
Total revenue	$	188,458	$	180,816	$	377,941	$	333,163


	Three Months Ended				Six Months Ended
	October 26,		October 28,		October 26,		October 28,
Revenue by customer category	2024		2023		2024		2023
U.S. government	$	140,715	$	149,959	$	289,315	$	251,307
Non-U.S. government		47,743		30,857		88,626		81,856
Total revenue	$	188,458	$	180,816	$	377,941	$	333,163

	Three Months Ended				Six Months Ended
	October 26,		October 28,		October 26,		October 28,
Revenue by geographic location	2024		2023		2024		2023
Domestic	$	86,958	$	69,975	$	153,956	$	128,101
International		101,500		110,841		223,985		205,062
Total revenue	$	188,458	$	180,816	$	377,941	$	333,163


	Three Months Ended				Six Months Ended
	October 26,		October 28,		October 26,		October 28,
Revenue percentage by recognition method	2024		2023		2024		2023
Over time		58%		39%		50%		39%
Point in time		42%		61%		50%		61%
Total revenue		100%		100%		100%		100%

Contract Balances

Cost to Fulfill a Contract with a Customer

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 Per Share

Basic earnings 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				Six Months Ended
	October 26, 2024		October 28, 2023		October 26, 2024		October 28, 2023
Net income	$	7,543	$	17,840	$	28,709	$	39,735
Denominator for basic earnings per share:
Weighted average common shares		28,009,963		26,865,763		27,985,425		26,479,168
Dilutive effect of employee stock options, restricted stock and restricted stock units		135,627		91,043		154,517		90,099
Denominator for diluted earnings per share		28,145,590		26,956,806		28,139,942		26,569,267

Recently Issued Accounting Standards