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Business Acquisitions | 6 Months Ended
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Oct. 28, 2023
Business Acquisitions |
Business Acquisitions | 16. Business Acquisitions ​ Tomahawk Acquisition ​ On September 15, 2023, the Company closed its acquisition of Tomahawk Robotics, Inc., a leader in AI-enabled robotic control systems. Pursuant to the merger agreement, the Company paid a total purchase price of $134,467,000 consisting of 985,999 in restricted common stock of the Company valued at $109,820,000 and $27,205,000 cash-on-hand, net of $3,048,000 cash acquired, plus a $490,000 holdback for 100% of Tomahawk equity. The fair value of the shares issued was the closing price on September 15, 2023, the close of the Tomahawk purchase agreement. Tomahawk is incorporated into AeroVironment’s UMS segment. The acquisition will enable deeper integration of both companies’ technology, leading to enhanced interoperability and interconnectivity of unmanned systems through a singular platform with similar control features. The Company accounted for the acquisition under the acquisition method of accounting for business combinations. ​ The following table summarizes the provisional allocation of the purchase price over the estimated fair value of the assets and liabilities assumed in the acquisition of Tomahawk. The purchase price allocation is expected to be finalized as soon as practicable within the measurement period, but not later than one year following the acquisition date (in thousands): ​
​ | ​ | ​ | ​
​ | ​ | September 15,
​ | ​ | 2023
Fair value of assets acquired: | ​ | ​ | ​
Accounts receivable |  | $ | 2,314
Unbilled receivable | ​ | ​ | 993
Inventories, net | ​ | ​ | 2,882
Prepaid and other current assets | ​ | ​ | 148
Property and equipment, net | ​ | ​ | 1,789
Operating lease assets | ​ | ​ | 1,337
Other assets | ​ | ​ | 71
Technology | ​ | ​ | 39,000
Customer relationship | ​ | ​ | 4,800
Trademarks | ​ | ​ | 1,600
Deferred tax asset | ​ | ​ | 3,603
Goodwill | ​ | ​ | 94,776
Total identifiable net assets | ​ | $ | 153,313
​ | ​ | ​ | ​
Fair value of liabilities assumed: | ​ | ​ | ​
Accounts payable | ​ | ​ | 3,788
Wages and related accruals | ​ | ​ | 620
Customer advances | ​ | ​ | 1,648
Current operating lease liabilities | ​ | ​ | 482
Other current liabilities | ​ | ​ | 411
Non-current operating lease liabilities | ​ | ​ | 855
Other non-current liabilities | ​ | ​ | 7
Deferred income taxes | ​ | ​ | 11,035
Total liabilities assumed | ​ | ​ | 18,846
Total identifiable net assets | ​ | $ | 134,467
​ | ​ | ​ | ​
Fair value of consideration transferred: | ​ | ​ | ​
Equity consideration | ​ | $ | 109,820
Cash consideration, net of cash acquired | ​ | ​ | 24,157
Holdback | ​ | ​ | 490
Total consideration | ​ | $ | 134,467
​ Determining the fair value of the intangible assets acquired requires significant judgment, including the amount and timing of expected future cash flows, long-term growth rates and discount rates. The fair value of the intangibles assets was determined using a discounted cash flow analysis, which were based on the Company’s preliminary estimates of future sales, earnings and cash flows after considering such factors as general market conditions, anticipated customer demand, changes in working capital, long term business plans and recent operating performance. Use of different estimates and judgments could yield materially different results. ​ The goodwill is attributable to the synergies the Company expects to achieve through leveraging the acquired technology to its existing customers, the workforce of Tomahawk and expected future customers in the UMS market. For income tax purposes the acquisition is treated as a stock acquisition, and none of the goodwill is expected to be deductible. ​ Tomahawk Supplemental Pro Forma Information (unaudited) ​ Tomahawk revenue and loss from operations for the three months ended October 28, 2023 since acquisition on September 15, 2023 was $3,342,000 and $(2,045,000), respectively. The following unaudited pro forma summary presents condensed consolidated information of the Company as if the business acquisition had occurred on May 1, 2022 (in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | Six Months Ended
​ | ​ | October 28, | ​ | October 29, | ​ | October 28, | ​ | October 29,
​ | ​ | 2023 | ​ | 2022 | ​ | 2023 | ​ | 2022
Revenue | ​ | $ | 184,323 | ​ | $ | 114,411 | ​ | $ | 343,684 | ​ | $ | 225,755
Net income (loss) attributable to AeroVironment, Inc. | ​ | $ | 17,420 | ​ | $ | (10,812) | ​ | $ | 37,007 | ​ | $ | (22,899)
​ ​ The Company did not have any material, nonrecurring pro forma adjustments directly attributable to the business acquisition included in the reported pro forma revenue and earnings. ​ These pro forma amounts have been calculated by applying the Company’s accounting policies, assuming transaction costs had been incurred during the three months ended July 30, 2022, reflecting the additional amortization that would have been charged and including the results of Tomahawk prior to acquisition. ​ The unaudited pro forma supplemental information is based on estimates and assumptions, which the Company believes are reasonable and are not necessarily indicative of the results that have been realized had the acquisition been consolidated in the tables above as of May 1, 2022, nor are they indicative of results of operations that may occur in the future. ​ Planck Acquisition ​ On August 17, 2022 the Company closed its acquisition of Planck, a leading provider of advanced unmanned aircraft navigation solutions based in San Diego, California. Pursuant to the purchase agreement, the Company paid a total purchase price of $5,105,000 from cash-on-hand plus a $500,000 holdback for certain assets of Planck, which was paid during the three months ended October 28, 2023. Planck is a small technology company incorporated into AeroVironment’s UMS segment for the MUAS product line to focus on integrating its flight autonomy solutions, such as ACE™, or Autonomous Control Engine, into the Company’s offerings to enable safe, autonomous takeoff and landing from moving platforms on land or at sea in GPS-denied environments. Other solutions include AVEM™, a fully integrated mobile tethered sensor platform designed for persistent autonomous operation from moving vehicles and vessels in any environment, and a suite of machine-learning object detection and tracking systems that are customized for specific end-user needs. The Company accounted for the acquisition under the acquisition method of accounting for business combinations. ​ The following table summarizes the final allocation of the purchase price over the estimated fair value of the assets and liabilities assumed in the acquisition of Planck. During the three months ended July 29, 2023, the Company finalized its determination of the fair value of the assets and liabilities assumed in the acquisition of Planck and no significant changes were recorded from the original estimation (in thousands):
​ | ​ | ​ | ​
​ | ​ | August 17,
​ | ​ | 2022
Fair value of assets acquired: | ​ | ​ | ​
Technology |  | $ | 3,200
Backlog | ​ | ​ | 700
Inventories | ​ | ​ | 109
Other assets | ​ | ​ | 19
Property and equipment, net | ​ | ​ | 13
Goodwill | ​ | ​ | 1,633
Total identifiable net assets | ​ | $ | 5,674
​ | ​ | ​ | ​
Fair value of liabilities assumed: | ​ | ​ | ​
Customer advances | ​ | ​ | 69
Total liabilities assumed | ​ | ​ | 69
Total identifiable net assets | ​ | $ | 5,605
​ | ​ | ​ | ​
Fair value of consideration transferred: | ​ | ​ | ​
Cash | ​ | $ | 5,105
Holdback | ​ | ​ | 500
Total consideration | ​ | $ | 5,605
​ Determining the fair value of the intangible assets acquired requires significant judgment, including the amount and timing of expected future cash flows, long-term growth rates and discount rates. The fair value of the intangibles assets was determined using a discounted cash flow analysis, which were based on the Company’s preliminary estimates of future sales, earnings and cash flows after considering such factors as general market conditions, anticipated customer demand, changes in working capital, long term business plans and recent operating performance. Use of different estimates and judgments could yield materially different results. ​ The goodwill is attributable to the synergies the Company expects to achieve through leveraging the acquired technology to its existing customers, the workforce of Planck and expected future customers in the MUAS market. For tax purposes the acquisition was treated as an asset acquisition and the goodwill is deductible. ​ Planck Supplemental Pro Forma Information (unaudited) ​ The following unaudited pro forma summary presents condensed consolidated information of the Company as if the business acquisition had occurred on May 1, 2021 (in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | Six Months Ended
​ | ​ | October 29, | ​ | October 29,
​ | ​ | 2022 | ​ | 2022
Revenue | ​ | $ | 111,584 | ​ | $ | 223,016
Net loss attributable to AeroVironment, Inc. | ​ | $ | (6,131) | ​ | $ | (13,450)
​ ​ Planck revenue for the three months ended October 29, 2022 since acquisition on August 17, 2022 was $68,000. The Company did not have any material, nonrecurring pro forma adjustments directly attributable to the business acquisition included in the reported pro forma revenue and earnings. ​ These pro forma amounts have been calculated by applying the Company’s accounting policies, assuming transaction costs had been incurred during the three months ended July 31, 2021, reflecting the additional amortization that would have been charged and including the results of Planck prior to acquisition. ​ The unaudited pro forma supplemental information is based on estimates and assumptions, which the Company believes are reasonable and are not necessarily indicative of the results that have been realized had the acquisition been consolidated in the tables above as of May 1, 2021, nor are they indicative of results of operations that may occur in the future.

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