5 unchanged sentences
Cash and cash equivalents
−Removed: Short-term investments
−Removed: Accounts receivable, net of allowance for doubtful accounts of $ 61 at January 28, 2023 and $ 592 at April 30, 2022
−Removed: Unbilled receivables and retentions (inclusive of related party unbilled receivables of $ 2,229 at April 30, 2022)
+Added: Accounts receivable, net of allowance for doubtful accounts of $ 124 at July 29, 2023 and $ 156 at April 30, 2023
+Added: Unbilled receivables and retentions
Inventories, net
−Removed: Income taxes receivable
Prepaid expenses and other current assets
24 unchanged sentences
Authorized shares— 10,000,000 ;
−Removed: none issued or outstanding at January 28, 2023 and April 30, 2022
+Added: none issued or outstanding at July 29, 2023 and April 30, 2023
Common stock, $ 0.0001 par value:
Authorized shares— 100,000,000
−Removed: Issued and outstanding shares— 25,264,025 shares at January 28, 2023 and 24,951,287 shares at April 30, 2022
+Added: Issued and outstanding shares— 26,292,130 shares at July 29, 2023 and 26,216,897 shares at April 30, 2023
Additional paid-in capital
10 unchanged sentences
Three Months Ended
−Removed: Nine Months Ended
Product sales
−Removed: Contract services (inclusive of related party revenue of $ 9,543 and $ 30,237 for the three and nine months ended January 29, 2022, respectively)
+Added: Contract services
Cost of sales:
7 unchanged sentences
Income (loss) from operations
−Removed: Other (loss) income:
Interest expense, net
−Removed: Other (expense) income, net
−Removed: Loss before income taxes
−Removed: Benefit from income taxes
−Removed: Equity method investment (loss) income, net of tax
−Removed: Net loss (income) attributable to noncontrolling interest
−Removed: Net (loss) income attributable to AeroVironment, Inc.
−Removed: Net loss per share attributable to AeroVironment, Inc.
+Added: Other expense, net
+Added: Income (loss) before income taxes
+Added: Provision for income taxes
+Added: Equity method investment loss, net of tax
+Added: Net income (loss)
+Added: Net income attributable to noncontrolling interest
+Added: Net income (loss) attributable to AeroVironment, Inc.
+Added: Net income (loss) per share attributable to AeroVironment, Inc.
Weighted-average shares outstanding:
4 unchanged sentences
Three Months Ended
−Removed: Nine Months Ended
+Added: Net income (loss)
Other comprehensive income (loss):
−Removed: Unrealized (loss) gain on available-for-sale investments, net of deferred tax expense of $ 0 and $ 1 for the three months ended January 28, 2023 and January 29, 2022, respectively;
−Removed: and $ 0 and $ 1 for the nine months ended January 28, 2023 and January 29, 2022, respectively
+Added: Unrealized gain on available-for-sale investments, net of deferred tax expense of $ 0 and $ 6 for the three months ended July 29, 2023 and July 30, 2022, respectively
Change in foreign currency translation adjustments
Total comprehensive income (loss)
−Removed: Net loss (income) attributable to noncontrolling interest
+Added: Net income attributable to noncontrolling interest
Comprehensive income (loss) attributable to AeroVironment, Inc.
2 unchanged sentences
Condensed Consolidated Statements of Stockholders’ Equity
−Removed: For the nine months ended January 28, 2023 and January 29, 2022 (Unaudited)
+Added: For the three months ended July 29, 2023 and July 30, 2022 (Unaudited)
(In thousands except share data)
3 unchanged sentences
Balance at April 30, 2023
−Removed: Net (loss) income
−Removed: Unrealized gain on investments
Foreign currency translation
−Removed: Stock options exercised
Restricted stock awards
1 unchanged sentence
Tax withholding payment related to net share settlement of equity awards
−Removed: Shares issued, net of issuance costs
−Removed: Deconsolidation of previously controlled subsidiary
+Added: Issuance cost for shares issued
Stock based compensation
−Removed: Balance at January 28, 2023
+Added: Balance at July 29, 2023
Comprehensive
AeroVironment, Inc.
−Removed: Income (Loss)
+Added: (Loss) Income
Balance at April 30, 2022
2 unchanged sentences
Foreign currency translation
−Removed: Stock options exercised
Restricted stock awards
1 unchanged sentence
Tax withholding payment related to net share settlement of equity awards
−Removed: Change in non-controlling interest
Stock based compensation
−Removed: Balance at January 29, 2022
−Removed: AeroVironment, Inc.
−Removed: Condensed Consolidated Statements of Stockholders’ Equity
−Removed: For the three months ended January 28, 2023 and January 29, 2022 (Unaudited)
−Removed: (In thousands except share data)
−Removed: Comprehensive
−Removed: AeroVironment, Inc.
−Removed: (Loss) Income
−Removed: Balance at October 29, 2022
−Removed: Foreign currency translation
−Removed: Stock options exercised
−Removed: Restricted stock awards
−Removed: Restricted stock awards forfeited
−Removed: Shares issued, net of issuance costs
−Removed: Stock based compensation
−Removed: Balance at January 28, 2023
−Removed: Comprehensive
−Removed: AeroVironment, Inc.
−Removed: (Loss) Income
−Removed: Balance at October 30, 2021
−Removed: Net income (loss)
−Removed: Unrealized loss on investments
−Removed: Foreign currency translation
−Removed: Stock options exercised
−Removed: Restricted stock awards
−Removed: Restricted stock awards forfeited
−Removed: Stock based compensation
−Removed: Balance at January 29, 2022
+Added: Balance at July 30, 2022
AeroVironment, Inc.
1 unchanged sentence
(In thousands)
−Removed: Nine Months Ended
+Added: Three Months Ended
Operating activities
−Removed: Adjustments to reconcile net loss from operations to cash provided by (used in) operating activities:
+Added: Net income (loss)
+Added: Adjustments to reconcile net income (loss) to cash (used in) provided by operating activities:
Depreciation and amortization
−Removed: Loss (income) from equity method investments
−Removed: Loss on deconsolidation of previously controlled subsidiary
+Added: Loss from equity method investments
Amortization of debt issuance costs
Provision for doubtful accounts
+Added: Reserve for inventory excess and obsolescence
Other non-cash expense, net
Non-cash lease expense
−Removed: Loss on foreign currency transactions
+Added: Loss (gain) on foreign currency transactions
Unrealized loss on available-for-sale equity securities, net
10 unchanged sentences
Other liabilities
−Removed: Net cash provided by (used in) operating activities
+Added: Net cash (used in) provided by operating activities
Investing activities
1 unchanged sentence
Equity method investments
−Removed: Equity security investments
−Removed: Business acquisitions, net of cash acquired
−Removed: Proceeds from deconsolidation of previously controlled subsidiary, net of cash deconsolidated
Redemptions of available-for-sale investments
Purchases of available-for-sale investments
−Removed: Net cash provided by (used in) investing activities
+Added: Net cash (used in) provided by investing activities
Financing activities
Principal payments of term loan
−Removed: Holdback and retention payments for business acquisition
−Removed: Proceeds from shares issued, net of issuance costs
+Added: Payment of debt issuance costs
Tax withholding payment related to net settlement of equity awards
−Removed: Exercise of stock options
Net cash used in financing activities
Effects of currency translation on cash and cash equivalents
−Removed: Net increase (decrease) in cash, cash equivalents, and restricted cash
+Added: Net (decrease) increase in cash, cash equivalents, and restricted cash
Cash, cash equivalents and restricted cash at beginning of period
3 unchanged sentences
Non-cash activities
−Removed: Unrealized (gain) loss on available-for-sale investments, net of deferred tax expense of $ 0 and $ 1 for the nine months ended January 28, 2023 and January 29, 2022, respectively
+Added: Unrealized gain on available-for-sale investments, net of deferred tax expense of $ 0 and $ 6 for the three months ended July 29, 2023 and July 30, 2022, respectively
Change in foreign currency translation adjustments
7 unchanged sentences
AeroVironment, Inc.
−Removed: supplies unmanned aircraft systems (“UAS”), tactical missile systems (“TMS”), unmanned ground vehicles (“UGV”) and related services primarily to organizations within the U.S.
−Removed: Department of Defense (“DoD”) and to international allied governments.
+Added: supplies unmanned systems (“UMS”), loitering munitions systems (“LMS”) and related services primarily to organizations within the U.S.
+Added: Government and to international allied governments.
Basis of Presentation
4 unchanged sentences
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.
−Removed: The results of operations for the nine months ended January 28, 2023 are not necessarily indicative of the results for the full year ending April 30, 2023.
+Added: The results of operations for the three months ended July 29, 2023 are not necessarily indicative of the results for the full year ending April 30, 2024.
For further information, refer to the consolidated financial statements and footnotes thereto for the year ended April 30, 2023, included in the Company’s Annual Report on Form 10-K.
4 unchanged sentences
All intercompany accounts and transactions have been eliminated.
−Removed: On May 3, 2021, the Company closed its acquisition of Telerob Gesellschaft für Fernhantierungstechnik mbH, a German company based in Ostfildern (near Stuttgart), Germany (“Telerob GmbH”), including Telerob GmbH’s wholly-owned subsidiary, Telerob USA, Inc.
−Removed: (“Telerob USA,” and collectively with Telerob GmbH, “Telerob”) pursuant to its previously announced Share Purchase Agreement (the “Telerob Purchase Agreement”) with Unmanned Systems Investments GmbH, a German limited liability company incorporated under the laws of Germany (the “Telerob Seller”), and each of the unit holders of the Seller, to purchase 100 % of the issued and outstanding shares of Telerob Seller’s wholly-owned subsidiary Telerob GmbH (the “Telerob Acquisition”).
−Removed: The assets, liabilities and operating results of Telerob GmbH have been included in the Company’s unaudited condensed consolidated financial statements.
−Removed: Telerob USA was subsequently dissolved.
−Removed: Refer to Note 18—Business Acquisitions for further details.
On September 15, 2021, the Company entered into a Share Sale and Purchase Agreement with Toygun Savunma Sanayi ve Havacilik Anonim Sirketi (“Toygun”) whereby the Company sold 35 % of the common shares of the Company’s Turkish joint venture, Altoy Savunma Sanayi ve Havacilik Anonim Sirketi (“Altoy”), to Toygun.
5 unchanged sentences
On August 17, 2022, the Company closed its acquisition of Planck Aerosystems, Inc.
−Removed: (“Planck”) pursuant to the purchase agreement, and post-acquisition, Planck has been incorporated into the medium UAS (“MUAS”) segment.
+Added: (“Planck”) pursuant to the purchase agreement, and post-acquisition, Planck has been incorporated into the Unmanned Systems segment.
The assets, liabilities and operating results of Planck have been included in the Company’s unaudited condensed consolidated financial statements.
1 unchanged sentence
Recently Adopted Accounting Standards
−Removed: In October 2021, the Financial Accounting Standards Board issued Accounting Standard Update (“ASU”) 2021-08, Business Combinations (Topic 805):
−Removed: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”).
−Removed: ASU 2021-08 requires an acquirer to apply the guidance in Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”), to recognize and measure contract assets and contract liabilities in a business combination, rather than using fair value.
−Removed: On May 1, 2022, the Company early adopted ASU 2021-08.
−Removed: ASU 2021-08 is adopted prospectively and did not have a material impact on our unaudited condensed consolidated financial statements.
+Added: The Company did not adopt any accounting standards during the three months ended July 29, 2023.
+Added: Reclassifications
+Added: Certain prior year amounts have been reclassified to conform to the current year presentation.
+Added: Specifically, the Company’s reserves for inventory excess and obsolescence have been reclassified from changes in inventories to non-cash adjustments within operating activities on the consolidated statements of cash flows for all periods presented.
+Added: Reportable segment presentation for the three months ended July 30, 2022 have been reclassified to conform to the current year reportable segments:
+Added: Unmanned Systems (“UMS”), Loitering Munition Systems (“LMS”) and MacCready Works (“MW”) resulting from the Company’s reorganization, which was effective May 1, 2023.
+Added: Refer to Note 18—Segments for further details.
Revenue Recognition
1 unchanged sentence
These contracts may be firm fixed price (“FFP”), cost plus fixed fee (“CPFF”), or time and materials (“T&M”).
−Removed: The Company considers all such contracts to be within the scope of ASC 606.
+Added: The Company considers all such contracts to be within the scope of ASU 2014-09, Revenue from Contracts with Customers (“ASC 606”).
Performance Obligations
10 unchanged sentences
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.
−Removed: Revenue for TMS product deliveries and Customer-Funded Research and Development contracts is recognized over time as costs are incurred.
+Added: Revenue for LMS 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.
1 unchanged sentence
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.
−Removed: Contract services revenue, including revenue from intelligence, surveillance, and reconnaissance (“ISR”) services, is recognized over time as services are rendered.
+Added: 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.
+Added: In the past, the Company operated its medium unmanned aircraft systems
+Added: (“MUAS”)in overseas locations to support U.S.
+Added: military operations under ISR services contracts under a contractor-owned, contractor-operated (“COCO”) arrangement.
+Added: During the year ended April 30, 2023, all COCO sites were closed.
Training services are recognized over time using an output method based on days of training completed.
3 unchanged sentences
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.
−Removed: The Company’s small UAS, MUAS and UGV product sales revenue is composed of revenue recognized on contracts for the delivery of small UAS, MUAS and UGV systems and spare parts, respectively.
+Added: The Company’s Small UAS (“SUAS”), MUAS and unmanned ground vehicles (“UGV”) product sales revenue is composed of revenue recognized on contracts for the delivery of SUAS, MUAS and UGV systems and spare parts, respectively.
Revenue is recognized at the point in time when control transfers to the customer, which generally occurs when title and risk of loss have passed to the customer.
−Removed: Performance obligations satisfied over time accounted for 45 % and 54 % of revenue during the three and nine months ended January 28, 2023, respectively.
−Removed: Performance obligations satisfied over time accounted for 66 % and 58 % of revenue during the three and nine months ended January 29, 2022, respectively.
−Removed: Performance obligations satisfied at a point in time accounted for 55 % and 46 % of revenue during the three and nine months ended January 28, 2023, respectively.
−Removed: Performance obligations satisfied at a point in time accounted for 34 % and 42 % of revenue during the three and nine months ended January 29, 2022, respectively.
−Removed: On January 28, 2023, the Company had approximately $ 413,890,000 of remaining performance obligations under fully funded contracts with its customers, which the Company also refers to as funded backlog.
+Added: Performance obligations satisfied over time accounted for 39 % and 60 % of revenue during the three months ended July 29, 2023 and July 30, 2022, respectively.
+Added: Performance obligations satisfied at a point in time accounted for 61 % and 40 % of revenue during the three months ended July 29, 2023 and July 30, 2022, respectively.
+Added: On July 29, 2023, the Company had approximately $ 539,731,000 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 80 % of the remaining performance obligations as revenue in fiscal 2024 and the remaining 20 % in fiscal 2025 .
14 unchanged sentences
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.
−Removed: Changes in cumulative revenue estimates, due to
−Removed: 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.
+Added: 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.
1 unchanged sentence
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.
−Removed: The balance of forward loss reserves as of January 28, 2023 and April 30, 2022 was $ 1,561,000 and $ 1,064,000 , respectively.
+Added: The balance of forward loss reserves as of July 29, 2023 and April 30, 2023 was $ 1,404,000 and $ 1,878,000 , respectively.
The Company recorded the forward loss reserves as the total estimated costs to complete the contracts are in excess of the total remaining consideration of the contracts.
−Removed: During the three months ended January 28, 2023, the Company recognized a decrease in the forward loss reserves on two MUAS ISR contracts for $ 2,424,000 due to decreases in the estimated costs to complete the contract and an increase in the forward loss reserve of an MUAS products contract for $ 1,593,000 due to increases in the estimated costs to complete the contract.
−Removed: No adjustment on the forward loss reserve for any one contract was material to the Company’s unaudited condensed consolidated financial statements for the nine month period ended January 28, 2023.
+Added: 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 months ended July 29, 2023 or July 30, 2022.
The impact of adjustments in contract estimates on the Company’s operating earnings can be reflected in either operating costs and expenses, or revenue.
−Removed: The aggregate impact of adjustments in contract estimates on revenue related to performance obligations satisfied or partially satisfied in previous periods was not significant for the three or nine month periods ended January 28, 2023 nor the three or nine month periods ended January 29, 2022.
−Removed: No adjustment on any one contract was material to the Company’s unaudited condensed consolidated financial statements for the three month period ended January 28, 2023.
−Removed: During the nine months ended January 28, 2023, the Company revised its estimates of the total expected costs to complete two TMS variant contracts.
+Added: The aggregate impact of adjustments in contract estimates on revenue related to performance obligations satisfied or partially satisfied in previous periods was not significant for the three month periods ended July 29, 2023 or July 30, 2022.
+Added: No adjustment on any one contract was material to the Company’s unaudited condensed consolidated financial statements for the three month period ended July 29, 2023.
+Added: During the three months ended July 30, 2022, 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 a decrease to revenue of approximately $ 1,146,000 .
−Removed: No adjustment on any one contract was material to the Company’s unaudited condensed consolidated financial statements for the three or nine month periods ended January 29, 2022.
Revenue by Category
−Removed: The following tables present the Company’s revenue disaggregated by major product line, contract type, customer category and geographic location (in thousands):
+Added: The following tables present the Company’s revenue disaggregated by segment, contract type, customer category and geographic location (in thousands):
Three Months Ended
−Removed: Nine Months Ended
Revenue by segment
1 unchanged sentence
Three Months Ended
−Removed: Nine Months Ended
Revenue by contract type
7 unchanged sentences
Three Months Ended
−Removed: Nine Months Ended
Revenue by customer category
1 unchanged sentence
Three Months Ended
−Removed: Nine Months Ended
Revenue by geographic location
9 unchanged sentences
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.
−Removed: Changes in the contract asset and liability balances during the nine month period ended January 28, 2023 were not materially impacted by any other factors.
+Added: Changes in the contract asset and liability balances during the three month period ended July 29, 2023 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.
−Removed: Revenue recognized for the three and nine month periods ended January 28, 2023 that was included in contract liability balances as of April 30, 2022 was $ 369,000 and $ 3,374,000 , respectively, and revenue recognized for the three and nine month periods ended January 29, 2022 that was included in contract liability balances as of April 30, 2021 was $ 1,521,000 and $ 2,409,000 , respectively.
+Added: Revenue recognized for the three month periods ended July 29, 2023 that was included in contract liability balances as of April 30, 2023 was $ 2,538,000 , and revenue recognized for the three month periods ended July 30, 2022 that was included in contract liability balances as of April 30, 2022 was $ 1,925,000 .
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.
−Removed: As of January 28, 2023, 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”).
−Removed: Accordingly, the Company identifies four reportable segments.
+Added: During the quarter ended July 29, 2023, 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”).
+Added: Accordingly, the Company identifies three reportable segments.
Refer to Note 18—Segments for further details.
−Removed: Restricted Cash
−Removed: The Company classifies cash accounts which are not available for general use as restricted cash.
−Removed: During the three months ended January 28, 2023, Telerob received a restricted customer advance.
−Removed: The restricted funds are maintained in a separate account and are recorded in other assets on the unaudited condensed consolidated balance sheet.
−Removed: As of January 28, 2023 and April 30, 2022 restricted cash was € 6,385,000 ($ 6,938,000 ) and € 0 ($ 0 ), respectively.
The Company’s investments are accounted for as available-for-sale and are reported at fair value.
−Removed: 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.
+Added: Unrealized gains and losses for debt securities are excluded from earnings and reported as a separate component of stockholders’ equity, net of
+Added: 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.
−Removed: 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) income, net.
+Added: 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.
9 unchanged sentences
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.
−Removed: At January 28, 2023 and April 30, 2022, the Company had no reserve for incurred cost claim audits.
−Removed: (Loss) Earnings Per Share
−Removed: Basic (loss) earnings per share is computed using the weighted-average number of common shares outstanding, excluding shares of unvested restricted stock.
+Added: At July 29, 2023 and April 30, 2023, the Company had no reserve for incurred cost claim audits.
+Added: Earnings (Loss) Per Share
+Added: Basic earnings (loss) per share is computed using the weighted-average number of common shares outstanding, excluding shares of unvested restricted stock.
The reconciliation of basic to diluted shares is as follows (in thousands except share data):
Three Months Ended
−Removed: Nine Months Ended
−Removed: January 28, 2023
−Removed: January 29, 2022
−Removed: January 28, 2023
−Removed: January 29, 2022
−Removed: Net (loss) income attributable to AeroVironment, Inc.
−Removed: Denominator for basic (loss) earnings per share:
+Added: July 29, 2023
+Added: July 30, 2022
+Added: Net income (loss) attributable to AeroVironment, Inc.
+Added: Denominator for basic earnings (loss) per share:
Weighted average common shares
Dilutive effect of employee stock options, restricted stock and restricted stock units
−Removed: Denominator for diluted (loss) earnings per share
−Removed: Due to the net loss for the three and nine months ended January 28, 2023, no shares reserved for issuance upon exercise of stock options or shares of unvested restricted stock were included in the computation of diluted loss per share as their inclusion would have been anti-dilutive.
−Removed: Potentially dilutive shares not included in the computation of diluted weighted-average common shares because their effect would have been anti-dilutive were 145,793 and 152,047 for the three and nine months ended January 28, 2023, respectively.
−Removed: Potentially dilutive shares not included in the computation of diluted weighted-average common shares because their effect would have been anti-dilutive were 20,554 for the three months ended January 29, 2022.
−Removed: Due to the net loss for the nine months ended January 29, 2022, no shares reserved for issuance upon exercise of stock options or shares of unvested restricted stock were included in the computation of diluted loss per share as their inclusion would have been anti-dilutive.
−Removed: Potentially dilutive shares not included in the computation of diluted weighted-average common shares because their effect would have been anti-dilutive were 237,909 for the nine months ended January 29, 2022.
+Added: Denominator for diluted earnings (loss) per share
+Added: Potentially dilutive shares not included in the computation of diluted weighted-average common shares because their effect would have been anti-dilutive were 738 for the three months ended July 29, 2023.
+Added: Due to the net loss for the three months ended July 30, 2022, no shares reserved for issuance upon exercise of stock options or shares of unvested restricted stock were included in the computation of diluted loss per share as their inclusion would have been anti-dilutive.
+Added: Potentially dilutive shares not included in the computation of diluted weighted-average common shares because their effect would have been anti-dilutive were 164,312 for the three months ended July 30, 2022, respectively.
Recently Issued Accounting Standards
No recently issued accounting standards are expected to impact the Company.
−Removed: Discontinued Operations
−Removed: On June 29, 2018, the Company completed the sale of substantially all of the assets and related liabilities of its efficient energy systems business segment (the “EES Business”) to Webasto Charging Systems, Inc.
−Removed: (“Webasto”) pursuant to an Asset Purchase Agreement (the “Purchase Agreement”) between Webasto and the Company.
−Removed: On February 22, 2019, Webasto filed a lawsuit, which was amended in April 2019, alleging several claims against the Company for breach of contract, indemnity, and bad faith, including allegations regarding inaccuracy of certain diligence disclosures and failure to provide certain consents to contract assignments, and related to a previously announced product recall.
−Removed: Webasto sought to recover the costs of the recall and other damages totaling a minimum of $ 6,500,000 in addition to attorneys’ fees, costs, and punitive damages.
−Removed: On August 16, 2019, the Company filed a counterclaim against Webasto seeking payment of $ 6,500,000 in additional cash consideration due under the Purchase Agreement (the “Holdback”) and declaratory relief regarding Webasto’s cancellation of an assigned contract.
−Removed: Webasto again amended the complaint in May 2021 to include additional claims.
−Removed: On June 2, 2021, the Company filed an answer to Webasto’s second amended complaint filed in May 2021.
−Removed: In order to avoid the future cost, expense, and distraction of continued litigation, the Company engaged in settlement negotiations with Webasto in May 2021.
−Removed: While the negotiations did not result in a settlement of any of the Company’s or Webasto’s claims at such time, as a result of the settlement negotiations, the Company established a litigation reserve, which reflected the scope of a rejected offer intended to communicate the Company’s serious and good faith intention to attempt to reach a settlement for the stated purposes.
−Removed: The offer did not reflect the Company’s view of the merits of the claims made;
−Removed: however, as a result of the preparation of the good faith offer and the Company’s willingness to pursue settlement for that amount, the Company recorded litigation reserve expenses in the amount of $ 9,300,000 during the year ended April 30, 2021 recorded in other expense on the condensed consolidated statements of operations and in other current liabilities on the condensed consolidated balance sheet.
−Removed: On December 2, 2021, the Company agreed in principle, subject to formal documentation with Webasto, to settle all existing claims related to the sale of its former EES business
−Removed: for $ 20,000,000 and Webasto keeping the Holdback.
−Removed: As a result of the agreement in principle to settle the litigation, the Company recorded additional litigation reserve expenses in the amount of $ 10,000,000 during the three months ended October 30, 2021 in other expense on the condensed consolidated statements of operations and in other current liabilities on the condensed consolidated balance sheet.
−Removed: The Company executed a written settlement agreement with Webasto effective December 16, 2021 to officially and fully settle all claims in the lawsuit.
−Removed: Under the terms of the written settlement agreement, the Company’s payment of the settlement amount of $ 20,000,000 occurred over a 24 month period from the effective date of the settlement agreement, and Webasto will retain the Holdback.
−Removed: As of January 28, 2023, $ 15,000,000 of the settlement was paid.
−Removed: On February 2, 2023, the final $ 5,000,000 of the settlement was paid.
Investments consist of the following (in thousands):
−Removed: Short-term investments:
−Removed: Available-for-sale securities:
−Removed: Municipal securities
−Removed: government securities
−Removed: Total short-term investments
Long-term investments:
6 unchanged sentences
Total long-term investments
−Removed: Available-For-Sale Securities
−Removed: Debt Securities
−Removed: As of April 30, 2022, the balance of available-for-sale debt securities consisted of state and local government municipal securities, U.S.
−Removed: government securities and U.S.
−Removed: government agency securities.
−Removed: Interest earned from these investments is recorded in interest expense, net.
−Removed: Realized gains on sales of these investments on the basis of specific identification are recorded in interest expense, net.
−Removed: As of January 28, 2023, the Company held no available-for-sale debt securities.
−Removed: The following table is a summary of the activity related to the available-for-sale debt securities recorded in short-term investments as of April 30, 2022, respectively (in thousands):
−Removed: April 30, 2022
−Removed: Municipal securities
−Removed: government securities
−Removed: Total available-for-sale debt securities
Equity Securities
−Removed: 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) income, net.
+Added: 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.
+Added: Unrealized loss recorded (in thousands):
+Added: Three Months Ended
+Added: July 29, 2023
Net loss recognized during the period on equity securities
7 unchanged sentences
● Level 3—Inputs to the valuation that are unobservable inputs for the asset or liability.
−Removed: The Company’s financial assets measured at fair value on a recurring basis at January 28, 2023, were as follows (in thousands):
+Added: The Company’s financial assets measured at fair value on a recurring basis at July 29, 2023, were as follows (in thousands):
Fair Value Measurement Using
2 unchanged sentences
identical assets
−Removed: Available-for-sale securities
Equity securities
−Removed: Contingently returnable consideration
−Removed: The Company’s financial liabilities measured at fair value on a recurring basis at January 28, 2023, were as follows (in thousands):
+Added: The Company’s financial liabilities measured at fair value on a recurring basis at July 29, 2023, were as follows (in thousands):
Fair Value Measurement Using
8 unchanged sentences
identical assets
−Removed: Available-for-sale securities
−Removed: Contingently returnable consideration
+Added: Equity securities
The Company’s financial liabilities measured at fair value on a recurring basis at April 30, 2023, were as follows (in thousands):
6 unchanged sentences
Measurements Using
−Removed: Measurements Using
Unobservable Inputs
−Removed: Unobservable Inputs
Balance at May 1, 2023
3 unchanged sentences
Included in selling, general and administrative
−Removed: Balance at January 28, 2023
−Removed: The amount of total (gains) or losses for the period included in earnings attributable to the change in unrealized gains or losses relating to assets or liabilities still held at January 28, 2023
−Removed: Pursuant to the Intelligent Systems Group business segment (“ISG”) Purchase Agreement with Progeny Systems Corporation (the “ISG Seller”), the ISG Seller may receive up to a maximum of $ 6,000,000 in additional cash consideration (“contingent consideration”), if certain revenue targets are achieved during the three years following closing.
−Removed: The contingent consideration was valued using a Black-Scholes option-pricing model.
−Removed: The analysis considered, among other items, contractual terms of the ISG Purchase Agreement, the Company’s discount rate, the timing of expected future cash flows and the probability that the revenue targets required for payment of the contingent consideration will be achieved.
−Removed: During the fiscal year ended April 30, 2022, the targets for the first and second year were achieved, and during the nine months ended January 28, 2023, the target for the third year was achieved.
−Removed: The consideration was held and released from an escrow account that is not controlled by the Company and therefore not recorded on the condensed consolidated balance sheet.
−Removed: The related consideration of $ 2,000,000 for the first target was released from the escrow account during the fiscal year ended April 30, 2022, the related consideration of $ 2,000,000 for the second target was released from the escrow account during the three months ended July 30, 2022, and the related consideration of $ 2,000,000 for the third target was released from the escrow account in February 2023.
+Added: Balance at July 29, 2023
+Added: The amount of total (gains) or losses for the period included in earnings attributable to the change in unrealized gains or losses relating to assets or liabilities still held at July 29, 2023
+Added: On May 3, 2021, the Company closed its acquisition of Telerob Gesellschaft für Fernhantierungstechnik mbH (“Telerob GmbH”), including Telerob GmbH’s wholly-owned subsidiary, Telerob USA, Inc.
+Added: (“Telerob USA,” and collectively with Telerob GmbH, “Telerob”) pursuant to its Share Purchase Agreement (the “Telerob Purchase Agreement”) with Unmanned Systems Investments GmbH (the “Telerob Seller”).
Pursuant to the Telerob Purchase Agreement, the Telerob Sellers may receive up to a maximum of € 6,000,000 (approximately $ 6,609,000 ) in additional cash consideration if specific revenue and contract award targets for Telerob are achieved during the 36 month period after closing.
3 unchanged sentences
The first year earnout of € 2,000,000 (approximately $ 2,206,000 ) was not achieved.
+Added: During the fiscal year ended April 30, 2023, the second year earnout of € 2,000,000 (approximately $ 2,206,000 ) was achieved and will be paid during the three months ended October 28, 2023.
On September 12, 2022, the Company invested $ 5,000,000 and acquired 500,000 shares and 500,000 privately placed, redeemable warrants of Amprius Technologies, Inc.
16 unchanged sentences
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.
−Removed: Under the terms of the limited partnership agreement, the Company is committed to contributions totaling $ 20,000,000 over an expected five year period.
−Removed: During the three months ended July 30, 2022, the Company made its initial contribution of $ 2,774,000 .
−Removed: Under the terms of the limited partnership agreement, the Company has committed to make additional capital contributions of $ 17,226,000 to the fund.
+Added: Under the terms of the second limited partnership agreement, the Company is committed to contributions totaling $ 20,000,000 over an expected five year period.
+Added: During the fiscal year ended April 30, 2023, the Company made total contributions of $ 5,778,000 .
+Added: The Company made no capital contributions during the three months ended July 29, 2023.
+Added: Under the terms of the second limited partnership agreement, the Company has committed to make additional capital contributions of $ 14,222,000 to the fund.
The Company accounts for investments in limited partnerships as equity method investments as the Company is deemed to have influence when it holds more than a minor interest.
−Removed: For the three and nine months ended January 28, 2023, the Company recorded its ownership percentage of the net loss of the limited partnership, or $( 417,000 ) and $( 2,190,000 ), respectively, in equity method investment (loss) income, net of $ 0 tax in the unaudited condensed consolidated statements of operations, respectively.
−Removed: For the three and nine months ended January 29, 2022, the Company recorded its ownership percentage of the net gain of the limited partnership, or $ 478,000 and $ 2,843,000 , respectively, net of $ 108,000 and $ 636,000 of tax expense, respectively, in equity method investment (loss) income, net of tax in the unaudited condensed consolidated statements of operations.
−Removed: At January 28, 2023 and April 30, 2022, the carrying value of the investments in the limited partnership funds of $ 16,017,000 and $ 15,433,000 , respectively, was recorded in long-term investments on the unaudited condensed consolidated balance sheet.
+Added: For the three months ended July 29, 2023 and July 30, 2022, the Company recorded its ownership percentage of the net losses of the limited partnerships, or $( 21,000 ) and $( 500,000 ), respectively, in equity method investment loss, net of $ 0 tax in the unaudited condensed consolidated statements of operations, respectively.
+Added: At July 29, 2023 and April 30, 2023, the carrying value of the investments in the limited partnership funds of $ 18,623,000 and $ 18,644,000 , respectively, was recorded in long-term investments on the unaudited condensed consolidated balance sheet.
Investment in Altoy
3 unchanged sentences
The Company no longer controls Altoy, and therefore, has deconsolidated Altoy in the Company’s unaudited condensed consolidated financial statements.
−Removed: 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 investments, net of tax.
−Removed: For the three and nine months ended January 28, 2023, the Company recorded $ 0 for its ownership percentage of the net loss of the limited partnership in equity method investment (loss) income, net of tax in the unaudited condensed consolidated statements of operations.
−Removed: At January 28, 2023, the carrying value of the investment in Altoy of $ 96,000 was recorded in other assets on the unaudited condensed consolidated balance sheet.
−Removed: Investment in HAPSMobile Inc.
−Removed: In December 2017, the Company and SoftBank Corp.
−Removed: (“Softbank”) formed a joint venture, HAPSMobile Inc.
−Removed: (“HAPSMobile”), which is a Japanese corporation.
−Removed: Concurrent with the formation of HAPSMobile, the Company
−Removed: executed a Design and Development Agreement (the “DDA”) with HAPSMobile.
−Removed: In connection with the formation of the joint venture on December 27, 2017, the Company initially purchased shares of HAPSMobile representing a 5 % ownership.
−Removed: On December 4, 2019, the Company purchased additional shares of HAPSMobile to increase its ownership stake to approximately 7 %.
−Removed: In March 2022, the Company sold its 7 % equity interest in HAPSMobile to SoftBank, for 808,008,000 yen ($ 6,497,000 ) and a gain was recorded in sale of ownership in HAPSMobile Inc.
−Removed: joint venture.
−Removed: Following the sale, SoftBank owns 100 % of HAPSMobile, and, therefore, the Company no longer applies the equity method of accounting.
−Removed: On May 29, 2021, the Company entered into an amendment to the DDA with HAPSMobile.
−Removed: The parties agreed to the amendment in anticipation of the Company and SoftBank entering into a Master Design and Development Agreement (“MDDA”) with each other to continue the design and development of the Solar High Altitude Pseudo-Satellite (“Solar HAPS”) aircraft developed under the DDA.
−Removed: On May 29, 2021, the Company and SoftBank entered into a MDDA to continue the development of Solar HAPS.
−Removed: Pursuant to the MDDA, which has a five-year term, SoftBank will issue orders to the Company for the Company to perform design and development services and produce deliverables as specified in the applicable order(s).
−Removed: Upon the execution of the MDDA, SoftBank issued to the Company, and the Company accepted, the first order under the MDDA which has a maximum value of approximately $ 51,200,000 .
−Removed: Concurrent with the execution of the MDDA, each of SoftBank and the Company agreed to lend HAPSMobile loans which are convertible into shares of HAPSMobile under certain conditions, and to cooperate with each other to explore restructuring and financing options for HAPSMobile to continue the development of Solar HAPS.
−Removed: The Company committed to lend 500,000,000 yen.
−Removed: On June 7, 2021 the Company funded 130,000,000 yen ($ 1,195,000 ) of the loan agreement.
−Removed: On August 13, 2021, the Company made the second payment of the loan agreement in the amount of 180,000,000 yen ($ 1,638,000 ).
−Removed: On October 29, 2021, the Company made the final payment under the loan agreement in the amount of 190,000,000 yen ($ 1,674,000 ).
−Removed: On March 1, 2022, HAPSMobile repaid the Company the loan in full plus accrued interest in the amount of 503,832,000 yen ($ 4,345,000 ).
−Removed: The repayment resulted in equity method income during the fiscal year ended April 30, 2022 up to the extent of the previously recognized equity method losses associate with the loan.
−Removed: Prior to the sale of the equity interest, the Company had the ability to exercise significant influence over the operating and financial policies of HAPSMobile pursuant to the applicable joint venture agreement and related organizational documents, and therefore, the Company’s investment was accounted for as an equity method investment.
−Removed: For the three and nine months ended January 29, 2022, the Company recorded its proportionate net loss of HAPSMobile, or $ 200,000 and $ 2,044,000 , respectively, in equity method investment (loss) income, net of tax in the unaudited condensed consolidated statement of operations.
+Added: 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.
+Added: For the three months ended July 29, 2023, the Company recorded $ 0 for its ownership percentage of the net loss of the limited partnership in equity method investment loss, net of tax in the unaudited condensed consolidated statements of operations.
+Added: At July 29, 2023 and April 30, 2023, the carrying value of the investment in Altoy of $ 114,000 was recorded in other assets on the unaudited condensed consolidated balance sheet.
Warranty Reserves
2 unchanged sentences
The related expense is included in cost of sales.
−Removed: Warranty reserve activity is summarized as follows for the three and nine months ended January 28, 2023 and January 29, 2022, respectively (in thousands):
+Added: Warranty reserve activity is summarized as follows for the three months ended July 29, 2023 and July 30, 2022, respectively (in thousands):
Three Months Ended
−Removed: Nine Months Ended
Beginning balance
−Removed: Balance acquired from acquisition
Warranty expense
10 unchanged sentences
Intangibles, net
−Removed: The weighted average amortization period at January 28, 2023 and April 30, 2022 was four years .
−Removed: Amortization expense for the three and nine months ended January 28, 2023 was $ 6,073,000 and $ 17,925,000 , respectively.
−Removed: Amortization expense for the three and nine months ended January 29, 2022 was $ 6,911,000 and $ 20,486,000 , respectively.
−Removed: Technology and backlog intangible assets were recognized in conjunction with the Company’s acquisition of Planck on August 17, 2022.
−Removed: Technology, backlog and customer relationship intangible assets were recognized in conjunction with the Company’s acquisition of Telerob on May 3, 2021.
−Removed: The intangibles recognized in conjunction with the acquisition of Telerob are recorded in Euros, and the balances change in accordance with the foreign currency translation at reporting date.
−Removed: Refer to Note 18—Business Acquisitions for further details.
+Added: The weighted average amortization period at July 29, 2023 and April 30, 2023 was three and four years , respectively.
+Added: Amortization expense for the three months ended July 29, 2023 and July 30, 2022 was $ 3,030,000 and $ 5,869,000 , respectively.
Estimated amortization expense for the next five years is as follows (in thousands):
−Removed: The following table presents the changes in the Company’s goodwill balance (in thousands):
+Added: The following table presents the changes in the Company’s goodwill balance by segment (in thousands):
Balance at April 30, 2023
−Removed: Additions to goodwill
−Removed: Balance at January 28, 2023
−Removed: The goodwill addition to MUAS is attributable to the Planck acquisition.
−Removed: The goodwill additions to the column entitled “All other” is attributable to the Telerob acquisition recorded in Euros and translated to dollars at each reporting date.
−Removed: The MUAS reporting unit is considered at an increased risk of failing future quantitative goodwill impairment tests as the estimated fair value exceeded the carrying value by approximately 10 % during the most recent annual goodwill impairment test during the fiscal year ended April 30, 2022.
+Added: Change to goodwill
+Added: Balance at July 29, 2023
+Added: Effective May 1, 2023, the reporting segments for goodwill are UMS, LMS and MW.
+Added: The UMS segment includes goodwill from the acquisitions of Pulse Aerospace, LLC (“Pulse”), Arcturus UAV, Inc.
+Added: (“Arcturus”), Telerob and Planck acquisitions.
+Added: The MW segment includes goodwill from the purchase of certain assets of Intelligent Systems Group business segment (“ISG”) of Progeny Systems Corporation.
+Added: The goodwill change to UMS is attributable to the Telerob acquisition recorded in Euros and translated to dollars at each reporting date.
+Added: The MUAS reporting unit, included in the UMS reportable segment, is considered at an increased risk of failing future quantitative goodwill impairment tests as an impairment was recorded during the most recent annual goodwill impairment test performed during the fourth quarter ended April 30, 2023.
The Company’s annual impairment test for the fiscal year ending April 30, 2024 will be performed during the fourth quarter.
−Removed: The intangibles included in the MUAS reporting unit
−Removed: of $ 56,000,000 as of January 28, 2023 will also be evaluated for potential impairment during the fourth quarter.
−Removed: Refer to Note 18—Business Acquisitions and Note 21—Subsequent Events for further details.
−Removed: In connection with the consummation of the acquisition of Arcturus UAV, Inc.
−Removed: (“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.
+Added: The intangibles included in the MUAS reporting unit of $ 16,701,000 as of July 29, 2023 will also be evaluated for potential impairment during the fourth quarter.
+Added: 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”).
−Removed: The Credit Agreement and its associated Security and Pledge Agreement set forth the terms and conditions for (i) a five-year $ 100 million revolving credit facility, which includes a $ 10 million sublimit for the issuance of standby and commercial letters of credit (the “Revolving Facility”), and (ii) a five-year amortized $ 200 million term A loan (the “Term Loan Facility”, and together with the Revolving Facility, the “Credit Facilities”).
+Added: 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 $ 10,000,000 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.
15 unchanged sentences
and 3.00 to 1.00 for any fiscal quarter ending thereafter.
+Added: 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, 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).
7 unchanged sentences
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.
−Removed: As of January 28, 2023, the Company is in compliance with all amended covenants.
+Added: As of July 29, 2023, the Company is in compliance with all amended covenants.
Long-term debt and the current period interest rates were as follows:
8 unchanged sentences
Current period interest rate
−Removed: Future long-term debt principal payments at January 28, 2023 were as follows:
+Added: Future long-term debt principal payments at July 29, 2023 were as follows:
(In thousands)
16 unchanged sentences
The components of lease costs recorded in cost of sales and selling, general and administrative (“SG&A”) expense were as follows (in thousands):
−Removed: Nine Months Ended
−Removed: Nine Months Ended
+Added: Three Months Ended
+Added: Three Months Ended
Operating lease cost
4 unchanged sentences
Supplemental lease information were as follows:
−Removed: Nine Months Ended
−Removed: Nine Months Ended
+Added: Three Months Ended
+Added: Three Months Ended
(In thousands)
4 unchanged sentences
Weighted average discount rate
−Removed: Maturities of operating lease liabilities as of January 28, 2023 were as follows (in thousands):
+Added: Maturities of operating lease liabilities as of July 29, 2023 were as follows (in thousands):
Total lease payments
2 unchanged sentences
Accumulated Other Comprehensive (Loss) Income and Reclassifications Adjustments
−Removed: The components of accumulated other comprehensive (loss) income and adjustments are as follows (in thousands):
−Removed: Nine Months Ended
−Removed: Nine Months Ended
+Added: The components of accumulated other comprehensive income (loss) and adjustments are as follows (in thousands):
+Added: Three Months Ended
+Added: Three Months Ended
Balance, net of $ 0 and $ 8 deferred taxes, as of April 30, 2023 and April 30, 2022, respectively
−Removed: Unrealized gain (loss) on available-for-sale investments, net of deferred tax expense of $ 0 and $ 1 for the nine months ended January 28, 2023 and January 29, 2022
+Added: Unrealized gain on available-for-sale investments, net of deferred tax expense of $ 0 and $ 6 for the three months ended July 29, 2023 and July 30, 2022, respectively
Change in foreign currency translation adjustments
−Removed: Balance, net of $ 0 and $ 2 deferred taxes, as of January 28, 2023 and January 29, 2022, respectively
+Added: Balance, net of $ 0 and $ 2 deferred taxes, as of July 29, 2023 and July 30, 2022, respectively
Customer-Funded Research & Development
2 unchanged sentences
Revenue from customer-funded R&D contracts is recognized in accordance with ASC 606 over time as costs are incurred.
−Removed: Revenue from customer-funded R&D was approximately $ 23,193,000 and $ 71,129,000 for the three and nine months ended January 28, 2023, respectively.
−Removed: Revenue from customer-funded R&D was approximately $ 20,451,000 and $ 56,537,000 for the three and nine months ended January 29, 2022, respectively.
+Added: Revenue from customer-funded R&D was approximately $ 24,383,000 and $ 22,999,000 for the three months ended July 29, 2023 and July 30, 2022, respectively.
Long-Term Incentive Awards
−Removed: During the three months ended July 30, 2022, the Company granted awards under its amended and restated 2006 Equity Incentive Plan (the “Restated 2006 Plan”) to key employees (“Fiscal 2023 LTIP”).
+Added: During the three months ended July 29, 2023, the Company granted awards under its 2021 Equity Incentive Plan (the “2021 Plan”) to key employees (“Fiscal 2024 LTIP”).
Awards under the Fiscal 2024 LTIP consist of:
4 unchanged sentences
Settlement of the PRSUs will be made in fully-vested shares of the Company’s common stock.
−Removed: For the three and nine months ended January 28, 2023, the Company recorded $ 642,000 and $ 1,703,000 of compensation expense related to the Fiscal 2023 LTIP PRSUs.
−Removed: The Company recorded no compensation expense related to the Fiscal 2023 LTIP PRSUs for the three and nine months ended January 29, 2022.
−Removed: At January 28,
−Removed: 2023, the maximum compensation expense that may be recorded for the performance-based portion of the Fiscal 2023 LTIP is $ 12,829,000 .
−Removed: During the three months ended July 31, 2021, the Company granted awards under the Restated 2006 Plan to key employees (“Fiscal 2022 LTIP”).
+Added: For the three months ended July 29, 2023, the Company recorded $ 634,000 of compensation expense related to the Fiscal 2024 LTIP, respectively.
+Added: The Company recorded no compensation expense related to the Fiscal 2024 LTIP for the three months ended July 30, 2022.
+Added: At July 29, 2023, the maximum compensation expense that may be recorded for the performance-based portion of the Fiscal 2023 LTIP is $ 15,511,000 .
+Added: 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:
4 unchanged sentences
Settlement of the PRSUs will be made in fully-vested shares of the Company’s common stock.
−Removed: For the three months ended January 28, 2023, the Company recorded $ 84,000 of compensation expense related to the Fiscal 2022 LTIP PRSUs.
−Removed: For the nine months ended January 28, 2023, the Company recorded a reversal of $( 31,000 ) of compensation expense related to the Fiscal 2022 LTIP PRSUs.
−Removed: For the three and nine months ended January 29, 2022, the Company recorded $ 205,000 and $ 714,000 of compensation expense related to the Fiscal 2022 LTIP PRSUs.
−Removed: At January 28, 2023, the maximum compensation expense that may be recorded for the performance-based portion of the Fiscal 2022 LTIP is $ 10,148,000 .
−Removed: During the three months ended August 1, 2020, the Company granted awards under the Restated 2006 Plan to key employees (“Fiscal 2021 LTIP”).
+Added: For the three months ended July 29, 2023 and July 30, 2022, the Company recorded $ 661,000 and $ 397,000 of compensation expense related to the Fiscal 2023 LTIP, respectively.
+Added: At July 29, 2023, the maximum compensation expense that may be recorded for the performance-based portion of the Fiscal 2023 LTIP is $ 11,895,000 .
+Added: During the three months ended July 31, 2021, the Company granted awards under its amended and restated 2006 Equity Incentive Plan (the “Restated 2006 Plan”) to key employees (“Fiscal 2022 LTIP”).
Awards under the Fiscal 2022 LTIP consist of:
−Removed: (i) time-based restricted stock awards, which vest in equal tranches in July 2021, July 2022 and July 2023, and (ii) PRSUs, which vest based on the Company’s achievement of revenue and operating income targets for the three-year period ending April 30, 2023.
+Added: (i) time-based restricted stock awards and time-based restricted stock units, which vest in equal tranches in July 2022, July 2023 and July 2024, and (ii) PRSUs, which vest based on the Company’s achievement of revenue and non-GAAP operating income targets for the three-year period ending April 30, 2024.
At the award date, target achievement levels for each of the financial performance metrics were established for the PRSUs, at which levels the PRSUs would vest at 100 % for each such metric.
Threshold achievement levels for which the PRSUs would vest at 50 % for each such metric and maximum achievement levels for which such awards would vest at 250 % for each such metric were also established.
−Removed: 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 operating income targets for the performance period.
+Added: 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.
−Removed: For the three and nine months ended January 28, 2023, the Company recorded $ 36,000 and $ 228,000 of compensation expense related to the Fiscal 2021 LTIP PRSUs, respectively.
−Removed: For the three and nine months ended January 29, 2022, the Company recorded a reversal of $( 29,000 ) and $( 536,000 ) of compensation expense related to the Fiscal 2021 LTIP PRSUs, respectively, due to a change in estimate resulting from a decrease in the estimated achievement.
−Removed: At January 28, 2023, the maximum compensation expense that may be recorded for the performance-based portion of the Fiscal 2021 LTIP is $ 5,858,000 .
−Removed: During the three months ended July 27, 2019, the Company also granted awards under the Restated 2006 Plan to key employees (“Fiscal 2020 LTIP”).
+Added: For the three months ended July 29, 2023 and July 30, 2022, the Company recorded $ 132,000 and $ 195,000 of compensation expense related to the Fiscal 2022 LTIP, respectively.
+Added: At July 29, 2023, the maximum compensation expense that may be recorded for the performance-based portion of the Fiscal 2022 LTIP is $ 9,458,000 .
+Added: During the three months ended August 1, 2020, the Company also granted awards under the Restated 2006 Plan to key employees (“Fiscal 2021 LTIP”).
Awards under the Fiscal 2021 LTIP consist of:
1 unchanged sentence
During the three months ended July 29, 2023, the Company issued a total of 5,772 fully-vested shares of the Company’s common stock to settle the PRSUs in the Fiscal 2021 LTIP.
−Removed: For the three and nine months ended January 28, 2023, the Company recorded no compensation expense related to the Fiscal 2020 LTIP PRSUs, respectively.
−Removed: For the three and nine months ended January 29, 2022, the Company recorded a reversal of $( 30,000 ) and $( 648,000 ) of compensation expense related to the Fiscal 2020 LTIP PRSUs, respectively, due to a change in estimate resulting from a decrease in the estimated achievement.
+Added: For the three months ended July 29, 2023 and July 30, 2022, the Company recorded no compensation expense and $ 76,000 of compensation expense related to the Fiscal 2021 LTIP, respectively.
At each reporting period, the Company reassesses the probability of achieving the performance targets for the PRSUs.
1 unchanged sentence
No compensation cost is ultimately recognized for awards for which employees do not render the requisite service and are forfeited.
−Removed: For the three and nine months ended January 28, 2023, the Company recorded a benefit from income taxes of $( 531,000 ) and $( 8,382,000 ) yielding an effective tax rate of 67.2 % and 38.3 %, respectively.
−Removed: For the three and nine months ended January 29, 2022, the Company recorded a benefit from income taxes of $( 15,396,000 ) and $( 25,864,000 ) yielding an effective tax rate of 98.7 % and 69.1 %, respectively.
−Removed: Historically, the Company calculated the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate (“AETR”) for the full fiscal year to the pretax income or loss for the interim reporting period.
−Removed: For the three and nine months ended January 28, 2023, the Company calculated the provision for income taxes using a discrete effective tax rate (“ETR”) method.
−Removed: The Company determined that due to the fact small changes in the Company’s estimated pretax income or loss would result in significant changes in the estimated AETR, the historical method would not provide a reliable estimate for the three and nine months ended January 28, 2023.
−Removed: The variance from statutory rates for the three and nine months ended January 28, 2023 was primarily due to a combination of federal R&D credits, the foreign-derived intangible income deduction and discrete excess tax benefits resulting from the vesting of restricted stock awards and exercises of stock options.
−Removed: The variance from statutory rates for the three and nine months ended January 29, 2022 was primarily due to federal R&D credits and the recording of discrete excess tax benefits resulting from the vesting of restricted stock awards and exercises of stock options.
+Added: For the three months ended July 29, 2023, the Company recorded a provision for income taxes of $ 1,314,000 yielding an effective tax rate of 5.7 %.
+Added: For the three months ended July 30, 2022, the Company recorded a provision for income taxes of $ 2,606,000 yielding an effective tax rate of ( 49.3 )%.
+Added: The variance from statutory rates for the three months ended July 29, 2023 was primarily due to foreign derived intangible income deductions and to federal R&D credits.
+Added: The variance from statutory rates for the three months ended July 30, 2022 was primarily due to a combination of federal R&D credits and the foreign-derived intangible income deduction and projected fiscal 2023 pre-tax income.
Share Repurchase Plan and Issuances
−Removed: In September 2015, the Company’s Board of Directors authorized a program to repurchase up to $ 25,000,000 of the Company’s common stock.
−Removed: No shares were repurchased under the program during the nine months ended January 28, 2023 or January 29, 2022.
−Removed: As of April 30, 2022, approximately $ 21,200,000 remained authorized for future repurchases under this program.
−Removed: In September 2022, the Company’s Board of Directors terminated the repurchase program effective immediately.
+Added: The Company’s share repurchase program announced September 2015 was terminated by the Company’s Board of Directors in September 2022.
+Added: There were no repurchases of the Company’s common stock during the three months ended July 30, 2022.
On September 8, 2022 the Company filed an S-3 shelf registration statement to offer and sell shares of the Company’s common stock, including a prospectus supplement in relation to an Open Market Sale Agreement SM , also dated September 8, 2022, with Jefferies LLC relating to the proposed offer and sale of shares of our common stock having an aggregate offering price of up to $ 200,000,000 from time to time through Jefferies LLC as the sales agent.
−Removed: As of January 28, 2023, the Company has sold 221,971 of its shares for total gross proceeds of $ 21,439,000 , and the Company has $ 178,561,000 of aggregate offering price remaining available under the registration.
−Removed: Related Party Transactions
−Removed: Related party transactions are defined as transactions between the Company and entities either controlled by the Company or that the Company can significantly influence.
−Removed: Prior to the Company’s sale of all of its equity interest in HAPSMobile in March 2022, the Company determined that it had the ability to exercise significant influence over HAPSMobile.
−Removed: As such, HAPSMobile and SoftBank were considered related parties of the Company prior to the sale.
−Removed: Subsequent to the sale, the Company had no ownership stake in HAPSMobile and SoftBank and HAPSMobile are no longer considered related parties.
−Removed: Under the DDA and related efforts with HAPSMobile, the Company designed and built prototype solar powered high altitude aircraft and ground control stations for HAPSMobile and conducted low altitude and high altitude flight tests of the prototype aircraft on a best efforts basis.
−Removed: The Company will continue the development of Solar HAPS with Softbank under the MDDA.
−Removed: Upon the execution of the MDDA, SoftBank issued the first order under the MDDA, which has a maximum value of approximately $ 51,200,000 .
−Removed: The Company recorded revenue under both the MDDA and DDA of $ 9,543,000 and $ 30,237,000 for the three and nine months ended January 29, 2022.
+Added: There were no shares sold during the three months ended July 29, 2023.
+Added: As of July 29, 2023, the Company has sold 1,109,730 of its shares for total gross proceeds of $ 108,686,000 , total proceeds received of $ 105,425,000 , net of commission expense and $ 104,649,000 net of equity issuance costs.
+Added: The Company has $ 91,314,000 aggregate offering price remaining available under the registration statement.
Business Acquisitions
2 unchanged sentences
Pursuant to the purchase agreement, the Company paid a total purchase price of $ 5,105,000 from cash-on-hand plus a $ 500,000 holdback for certain assets of Planck.
−Removed: Planck is a small technology company and post-acquisition will be incorporated into AeroVironment’s MUAS segment to focus on integrating its flight autonomy solutions, such as ACE™, or Autonomous Control Engine, into the Company’s offerings to enable safe, autonomous takeoff and landing from moving platforms on land or at sea in GPS-denied environments.
+Added: Planck is a small technology company incorporated into AeroVironment’s UMS segment for the MUAS product line to focus on integrating its flight autonomy solutions, such as ACE™, or Autonomous Control Engine, into the Company’s offerings to enable safe, autonomous takeoff and landing from moving platforms on land or at sea in GPS-denied environments.
Other solutions include AVEM™, a fully integrated mobile tethered sensor platform designed for persistent autonomous operation from moving vehicles and vessels in any environment, and a suite of machine-learning object detection and tracking systems that are customized for specific end-user needs.
The Company accounted for the acquisition under the acquisition method of accounting for business combinations.
−Removed: The following table summarizes the provisional allocation of the purchase price over the estimated fair value of the assets and liabilities assumed in the acquisition of Planck.
−Removed: The purchase price allocation is expected to be finalized as soon as practicable within the measurement period, but not later than one year following the acquisition date (in thousands):
+Added: The following table summarizes the final allocation of the purchase price over the estimated fair value of the assets and liabilities assumed in the acquisition of Planck.
+Added: During the three months ended July 29, 2023, the Company finalized its determination of the fair value of the assets and liabilities assumed in the acquisition of Planck and no significant changes were recorded from the original estimation (in thousands):
Fair value of assets acquired:
15 unchanged sentences
Three Months Ended
−Removed: Three Months Ended
−Removed: Nine Months Ended
−Removed: Nine Months Ended
−Removed: Net (loss) income attributable to AeroVironment, Inc.
−Removed: Planck revenue since acquisition on August 17, 2022 was $ 76,000 .
−Removed: 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.
−Removed: These pro forma amounts have been calculated by applying the Company’s accounting policies, assuming transaction costs had been incurred during the three months ended July 31, 2021, reflecting the additional amortization that would have been charged and including the results of Planck prior to acquisition.
−Removed: The Company incurred approximately $ 286,000 and $ 855,000 of acquisition-related expenses for the three and nine months ended January 28, 2023.
−Removed: These expenses are included in selling, general and administrative on the Company’s unaudited condensed consolidated statement of operations.
−Removed: The unaudited pro forma supplemental information is based on estimates and assumptions, which the Company believes are reasonable and are not necessarily indicative of the results that have been realized had the acquisition been consolidated in the tables above as of May 1, 2021, nor are they indicative of results of operations that may occur in the future.
−Removed: Telerob Acquisition
−Removed: On May 3, 2021, the Company closed its acquisition of Telerob pursuant to the terms of the Telerob Purchase Agreement.
−Removed: Telerob develops, manufactures, sells, and services remote-controlled unmanned ground robots and transport vehicles for civil and defense applications.
−Removed: Pursuant to the Telerob Purchase Agreement at closing, the Company paid € 37,455,000 (approximately $ 45,400,000 ) in cash to the Telerob Seller (subject to certain purchase price adjustments as set forth in the Telerob Purchase Agreement), less (a) € 3,000,000 (approximately $ 3,636,000 ) to be held in escrow for breaches of the Telerob Seller’s fundamental warranties or any other of Telerob Seller’s warranties to the extent not covered by a representation and warranty insurance policy (the “RWI Policy”) obtained by the Company in support of certain indemnifications provided by the Telerob Seller;
−Removed: (b) transaction-related fees and costs incurred by the Telerob Seller, including change in control
−Removed: payments triggered by the transaction;
−Removed: and (c) 50% of the cost of obtaining the RWI Policy.
−Removed: In addition, at closing the Company paid off approximately € 7,811,000 (approximately $ 9,468,000 ), of certain indebtedness of Telerob, which amount was paid in combination to the Telerob Seller and the lender under an agreement between Telerob GmbH and the lender providing for a reduced payoff amount.
−Removed: This indebtedness was offset by cash on hand at Telerob at closing.
−Removed: The escrow amount is to be released to the Telerob Seller, less any amounts paid or reserved, 30 months following the closing date.
−Removed: In addition to the consideration paid at closing, the Telerob Seller may receive € 2,000,000 (approximately $ 2,424,000 ) in additional cash consideration if specific revenue targets for Telerob are achieved during the 12 month period after closing beginning on the first day of the calendar month following the closing (the “First Earnout Year”) and an additional € 2,000,000 (approximately $ 2,424,000 ) in cash consideration if specific revenue targets for Telerob are achieved in the 12 month period following the First Earnout Year.
−Removed: The Telerob Seller may also receive up to € 2,000,000 (approximately $ 2,424,000 ) in additional cash consideration if specific awards and/or orders from the U.S.
−Removed: military are achieved prior to the end of a 36-month post-closing period.
−Removed: The first year earnout of € 2,000,000 (approximately $ 2,424,000 ) was not achieved.
−Removed: The Company accounted for the acquisition under the acquisition method of accounting for business combinations.
−Removed: During the fiscal year ended April 30, 2022, the Company finalized its determination of the fair value of the assets and liabilities assumed as of the acquisition date, which is summarized in the following table (in thousands):
−Removed: Fair value of assets acquired:
−Removed: Accounts receivable
−Removed: Unbilled receivable
−Removed: Inventories, net
−Removed: Prepaid and other current assets
−Removed: Property and equipment, net
−Removed: Operating lease assets
−Removed: Customer relationships
−Removed: Other intangible assets
−Removed: Total assets acquired
−Removed: Fair value of liabilities assumed:
−Removed: Accounts payable
−Removed: Wages and related accruals
−Removed: Customer advances
−Removed: Current operating lease liabilities
−Removed: Other current liabilities
−Removed: Non-current operating lease liabilities
−Removed: Other non-current liabilities
−Removed: Deferred income taxes
−Removed: Total liabilities assumed
−Removed: Total identifiable net assets
−Removed: Fair value of consideration:
−Removed: Cash consideration, net of cash acquired
−Removed: Contingent consideration
−Removed: 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.
−Removed: The fair value of the intangibles assets was determined using a discounted cash flow analysis, which were based on the Company’s best estimate 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.
−Removed: Use of different estimates and judgments could yield materially different results.
−Removed: The goodwill is attributable to the synergies the Company expects to achieve through leveraging the acquired technology to its existing customers, the workforce of Telerob and expected future customers in the UGV market.
−Removed: For tax purposes the acquisition was treated as a stock purchase and the goodwill is not deductible.
−Removed: Telerob Supplemental Pro Forma Information (unaudited)
−Removed: The following unaudited pro forma summary presents condensed consolidated information of the Company as if the business acquisition had occurred on May 1, 2020 (in thousands):
−Removed: Three Months Ended
−Removed: Nine Months Ended
Net loss attributable to AeroVironment, Inc.
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.
−Removed: 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 August 1, 2020, reflecting the additional amortization that would have been charged assuming the fair value adjustments to intangible assets had been applied from May 1, 2020 with the consequential tax effects and including the results of Telerob prior to acquisition.
−Removed: The Company incurred approximately $ 113,000 and $ 661,000 of acquisition-related expenses for the three and nine months ended January 29, 2022.
−Removed: These expenses are included in selling, general and administrative on the Company’s unaudited condensed consolidated statement of operations.
+Added: These pro forma amounts have been calculated by applying the Company’s accounting policies, assuming transaction costs had been incurred during the three months ended July 31, 2021, reflecting the additional amortization that would have been charged and including the results of Planck prior to acquisition.
The unaudited pro forma supplemental information is based on estimates and assumptions, which the Company believes are reasonable and are not necessarily indicative of the results that have been realized had the acquisition been consolidated in the tables above as of May 1, 2021, nor are they indicative of results of operations that may occur in the future.
5 unchanged sentences
The table below includes the projected benefit obligation and fair value of plan assets as of April 30, 2023.
−Removed: The net projected benefit obligation (in thousands) is recorded in other assets on the unaudited condensed consolidated balance sheet.
+Added: The net fair value of plan assets (in thousands) is recorded in other assets on the unaudited condensed consolidated balance sheet.
+Added: (In thousands)
Projected benefit obligation
1 unchanged sentence
Funded status of the plan
−Removed: The projected benefit obligation includes assumptions of a discount rate of 1.7 % and pension increase for in-payment benefits of 1.5 % for January 28, 2023 and April 30, 2022.
+Added: The projected benefit obligation includes assumptions of a discount rate of 2.4 % and pension increase for in-payment benefits of 1.5 % for July 29, 2023 and April 30, 2023.
The accumulated benefit obligation is approximately equal to the Company’s projected benefit obligation.
2 unchanged sentences
The Company does not expect to make any contributions to the plan in the fiscal year ending April 30, 2024.
−Removed: The Company assumed expected return on plan assets of 2.9 % for January 28, 2023 and April 30, 2022.
+Added: The Company assumed expected return on plan assets of 2.9 % for July 29, 2023 and April 30, 2023.
Expected benefits payments as of April 30, 2023 (in thousands):
3 unchanged sentences
Three Months Ended
−Removed: Nine Months Ended
−Removed: Nine Months Ended
(In thousands)
(In thousands)
−Removed: (In thousands)
−Removed: (In thousands)
Expected return on plan assets
2 unchanged sentences
Net periodic benefit cost
+Added: Effective May 1, 2023, the Company reorganized its segments.
+Added: 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:
−Removed: Small Unmanned Aircraft Systems —The Small UAS segment focuses primarily on products designed to operate reliably at very low 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 services including training, spare parts, product repair, product replacement, and the customer contracted operation.
−Removed: Tactical Missile Systems —The TMS segment focuses primarily on TMS products, which are 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.
−Removed: The TMS segment also includes customer-funded research and development programs.
−Removed: Medium Unmanned Aircraft Systems —The MUAS segment, which originates with the acquisition of Arcturus, focuses on designs, engineers, tools, and manufactures unmanned aerial and aircraft systems including airborne platforms, payloads and payload integration, ground control systems, and ground support equipment and other items and services related generally to unmanned aircraft systems including ISR services.
−Removed: High Altitude Pseudo-Satellite Unmanned Aircraft Systems (“HAPS”)—The HAPS segment consists of the Company’s existing development of High Altitude Pseudo-Satellite systems in conjunction with SoftBank.
−Removed: All other —All other segments include MacCready Works (which includes the recently acquired ISG business) and Telerob.
+Added: Unmanned Systems —The UMS segment, which consists of the former Small Unmanned Aircraft Systems, Medium Unmanned Aircraft and Unmanned Ground Vehicle Systems segments, focuses primarily on small UAS products designed to operate reliably at lower altitudes in a wide range of environmental conditions, providing a vantage point from which to collect and deliver valuable information as well as related support services including training, spare parts, product repair, product replacement, and the customer contracted operation;
+Added: medium UAS products designed to operate reliably at medium altitudes with longer range including airborne platforms, payloads and payload integration, ground control systems, and ground support equipment and other items and services related generally to unmanned aircraft systems historically including ISR services;
+Added: and UGV products designed to help responders remove, contain or neutralize these hazards in situations where improvised explosive devices, caustic chemicals, nuclear, radiological or biological hazards or violent individuals represent significant danger to humans.
+Added: Loitering Munitions Systems —The LMS segment, which consists of the former Tactical Missile Systems segment, focuses primarily on tube-launched aircraft that deploy with the push of a button, fly at higher speeds than small UAS products, and perform either effects delivery or reconnaissance missions, and related support services including training, spare parts, product repair, and product replacement.
+Added: The LMS segment also includes customer-funded research and development programs.
+Added: MacCready Works —The MW segment, which consists of the former MacCready Works and High Altitude Pseudo-Satellite systems (“HAPS”) segments, focuses on customer-funded research and development in the areas of HAPS, robotics, sensors, software analytics, data intelligence and connectivity.
+Added: This segment contains the Company’s center of excellence for the development of machine learning, object identification and autonomy solutions and also seeks to identify new products, services and businesses for the Company.
The accounting policies of the segments are the same as those described in Note 1, “Organization and Significant Accounting Policies.” The operating segments do not make sales to each other.
−Removed: The following table (in thousands) sets forth segment revenue, gross margin, income (loss) from operations and adjusted income (loss) from operations for the periods indicated.
+Added: The following table (in thousands) sets
+Added: forth segment revenue, gross margin, income (loss) from operations and adjusted income (loss) from operations for the periods indicated.
Adjusted income (loss) from operations is defined as income (loss) from operations before intangible amortization, amortization of purchase accounting adjustment related to increasing the carrying value of certain assets to fair value, and acquisition related expenses.
−Removed: Three Months Ended January 28, 2023
−Removed: Income (loss) from operations
−Removed: Acquisition-related expenses
−Removed: Amortization of acquired intangible assets and other purchase accounting adjustments
−Removed: Adjusted income (loss) from operations
−Removed: Three Months Ended January 29, 2022
−Removed: Income (loss) from operations
−Removed: Acquisition-related expenses
−Removed: Amortization of acquired intangible assets and other purchase accounting adjustments
−Removed: Adjusted income (loss) from operations
−Removed: Nine Months Ended January 28, 2023
+Added: Three Months Ended July 29, 2023
Income (loss) from operations
1 unchanged sentence
Amortization of acquired intangible assets and other purchase accounting adjustments
−Removed: Adjusted income (loss) from operations
−Removed: Nine Months Ended January 29, 2022
−Removed: Income (loss) from operations
+Added: Adjusted income from operations
+Added: Three Months Ended July 30, 2022
+Added: (Loss) income from operations
Acquisition-related expenses
3 unchanged sentences
Corporate assets primarily consist of cash and cash equivalents, short-term investments, 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.
−Removed: January 28, 2023
+Added: July 29, 2023
Identifiable assets
2 unchanged sentences
Subsequent Events
−Removed: On February 24, 2023, the Company was issued a stop work notification for the Company’s remaining MUAS COCO services site location, which terminated the COCO flight services effective immediately.
−Removed: The impacts of the site completion will include accelerated depreciation charges of certain deployed fixed assets related to the MUAS site location of approximately $ 6,000,000 , which will be recorded during the Company’s fiscal quarter ending April 30, 2023, and will be evaluated as part of the annual goodwill and intangible asset impairment test performed during the fourth quarter.
−Removed: Refer to Note 9—Goodwill for further details.
+Added: On August 22, 2023 the Company announced its anticipated acquisition of Tomahawk Robotics, Inc.
+Added: (“Tomahawk Robotics”), a leader in AI-enabled robotic control systems.
+Added: The Company and Tomahawk Robotics entered into a definitive agreement under which AeroVironment will acquire 100 % of Tomahawk Robotics equity for a total purchase price of $ 120,000,000 to be paid in a mix of cash and stock.
+Added: The acquisition will enable deeper integration of both companies’ technology, leading to enhanced interoperability and interconnectivity of unmanned systems through a singular platform with similar control features.
+Added: Tomahawk Robotics will be incorporated into the Unmanned Systems segment.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.