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Business Acquisitions | 12 Months Ended
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Apr. 30, 2024
Business Acquisitions |
Business Acquisitions | 21. Business Acquisitions ​ Tomahawk Acquisition ​ On September 15, 2023, the Company closed its acquisition of Tomahawk Robotics, Inc., a leader in AI-enabled robotic control systems. Pursuant to the merger agreement, the Company acquired 100% of Tomahawk equity for an aggregate purchase price of $134,467,000 consisting of 985,999 shares of restricted common stock of the Company valued at $109,820,000 and $27,205,000 cash-on-hand, net of $3,048,000 cash acquired, plus a $490,000 holdback. During the three months ended January 27, 2024, the holdback was decreased $100,000 as part of the working capital adjustment, and the total purchase price and goodwill, therefore, decreased by $100,000 as well. The fair value of the shares issued was the closing price on September 15, 2023, the close of the Tomahawk purchase agreement. Tomahawk is incorporated into AeroVironment’s UxS segment. The acquisition will enable deeper integration of both companies’ technology, leading to enhanced interoperability and interconnectivity of uncrewed systems through a singular platform with similar control features. The Company accounted for the acquisition under the acquisition method of accounting for business combinations. ​ The following table summarizes the 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 | ​ | ​ | 2,865
Goodwill | ​ | ​ | 95,414
Total identifiable net assets | ​ | $ | 153,213
​ | ​ | ​ | ​
Fair value of liabilities assumed: | ​ | ​ | ​
Accounts payable | ​ | ​ | 3,788
Wages and related accruals | ​ | ​ | 620
Customer advances | ​ | ​ | 1,648
Current operating lease liabilities | ​ | ​ | 482
Other current liabilities | ​ | ​ | 411
Non-current operating lease liabilities | ​ | ​ | 855
Other non-current liabilities | ​ | ​ | 7
Deferred income taxes | ​ | ​ | 11,035
Total liabilities assumed | ​ | ​ | 18,846
Total identifiable net assets | ​ | $ | 134,367
​ | ​ | ​ | ​
Fair value of consideration transferred: | ​ | ​ | ​
Equity consideration | ​ | $ | 109,820
Cash consideration, net of cash acquired | ​ | ​ | 24,157
Holdback | ​ | ​ | 390
Total consideration | ​ | $ | 134,367
​ Determining the fair value of the intangible assets acquired requires significant judgment, including the amount and timing of expected future cash flows, long-term growth rates and discount rates. The fair value of the intangible assets was determined using a discounted cash flow analysis, which were based on the Company’s preliminary estimates of future sales, earnings and cash flows after considering such factors as general market conditions, anticipated customer demand, changes in working capital, long term business plans and recent operating performance. Use of different estimates and judgments could yield materially different results. ​ The goodwill is attributable to the synergies the Company expects to achieve through leveraging the acquired technology to its existing customers, the workforce of Tomahawk and expected future customers in the UxS market. For income tax purposes the acquisition is treated as a stock acquisition, and none of the goodwill is expected to be deductible. ​ Tomahawk Supplemental Pro Forma Information (unaudited) ​ Tomahawk revenue since acquisition on September 15, 2023 was $15,883,000 as of April 30, 2024. Other than the aforementioned revenue and intangible asset amortization expense of $5,730,000 for the year ended April 30, 2024 since the acquisition on September 15, 2023, the Tomahawk financial results were not significant. 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): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Year Ended | ​
​ | ​ | April 30, | ​ | April 30, | ​
​ | ​ | 2024 | ​ | 2023 | ​
Revenue | ​ | $ | 727,241 | ​ | $ | 551,845 | ​
Net income (loss) attributable to AeroVironment, Inc. | ​ | $ | 57,273 | ​ | $ | (190,658) | ​
​ 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 Company incurred approximately $1,873,000 of acquisition-related expenses for the fiscal year ended April 30, 2024. These expenses are included in selling, general and administrative on the Company’s consolidated statements of income (loss). ​ 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 uncrewed 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 UxS 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) ​ Planck revenue since acquisition on August 17, 2022 through April 30, 2023 was $368,000. Other than the aforementioned revenue and intangible asset amortization expense of $542,000 for the year ended April 30, 2023 since the acquisition on August 17, 2022, the Planck financial results were not significant. The following unaudited pro forma summary presents consolidated information of the Company as if the business acquisition had occurred on May 1, 2021 (in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Year Ended
​ | ​ | April 30, | ​ | April 30,
​ | ​ | 2023 | ​ | 2022
Revenue | ​ | $ | 544,961 | ​ | $ | 448,367
Net loss attributable to AeroVironment, Inc. | ​ | $ | (173,277) | ​ | $ | (5,798)
​ 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 Company incurred approximately $1,009,000 of acquisition-related expenses for the fiscal year ended April 30, 2023. These expenses are included in selling, general and administrative on the Company’s consolidated statements of income (loss). ​ 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. ​ Telerob Acquisition ​ On May 3, 2021, the Company closed its acquisition of Telerob pursuant to the terms of the Telerob Purchase Agreement. Telerob develops, manufactures, sells, and services remote-controlled uncrewed ground robots and transport vehicles for civil and defense applications. ​ 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; (b) transaction-related fees and costs incurred by the Telerob Seller, including change in control payments triggered by the transaction; and (c) 50% of the cost of obtaining the RWI Policy. 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. This indebtedness was offset by cash on hand at Telerob at closing. The escrow amount is to be released to the Telerob Seller, less any amounts paid or reserved, 30 months following the closing date. ​ In addition to the consideration paid at closing, the Telerob Seller may receive €2,000,000 (approximately $2,139,000) 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 $2,139,000) in cash consideration if specific revenue targets for Telerob are achieved in the 12 month period following the First Earnout Year. The Telerob Seller was also entitled to receive up to €2,000,000 (approximately $2,203,000) in additional cash consideration if specific awards and/or orders from the U.S. military are achieved prior to the end of a 36-month post-closing period. The first year earnout of €2,000,000 (approximately $2,139,000) was not achieved. During the fiscal year ended April 30, 2023, the second year earnout of €2,000,000 (approximately $2,132,000) was achieved and was paid in November 2023. The third earnout of €2,000,000 (approximately $2,139,000) was not achieved. The Company accounted for the acquisition under the acquisition method of accounting for business combinations. 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): ​
​ | ​ | ​ | ​
​ | ​ | May 3,
​ | ​ | 2021
Fair value of assets acquired: | ​ | ​ | ​
Accounts receivable |  | $ | 1,045
Unbilled receivable | ​ | ​ | 829
Inventories, net | ​ | ​ | 15,074
Prepaid and other current assets | ​ | ​ | 314
Property and equipment, net | ​ | ​ | 1,571
Operating lease assets | ​ | ​ | 1,508
Other assets | ​ | ​ | 494
Technology | ​ | ​ | 11,500
Backlog | ​ | ​ | 2,400
Customer relationships | ​ | ​ | 5,000
Other intangible assets | ​ | ​ | 102
Goodwill | ​ | ​ | 20,800
Total assets acquired | ​ | $ | 60,637
​ | ​ | ​ | ​
Fair value of liabilities assumed: | ​ | ​ | ​
Accounts payable | ​ | $ | 1,136
Wages and related accruals | ​ | ​ | 560
Customer advances | ​ | ​ | 1,243
Current operating lease liabilities | ​ | ​ | 361
Other current liabilities | ​ | ​ | 3,310
Non-current operating lease liabilities | ​ | ​ | 1,147
Other non-current liabilities | ​ | ​ | 224
Deferred income taxes | ​ | ​ | 5,617
Total liabilities assumed | ​ | ​ | 13,598
Total identifiable net assets | ​ | $ | 47,039
​ | ​ | ​ | ​
Fair value of consideration: | ​ | ​ | ​
Cash consideration, net of cash acquired | ​ | $ | 46,150
Contingent consideration | ​ | ​ | 889
Total | ​ | $ | 47,039
​ 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 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. 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 Telerob and expected future customers in the UGV market. For tax purposes the acquisition was treated as a stock purchase and the goodwill is not deductible. ​ Telerob Supplemental Pro Forma Information (unaudited) ​ Telerob revenue and loss from operations for the year ended April 30, 2022 since acquisition on May 3, 2021 was $29,177,000 and $12,115,000, respectively. The following unaudited pro forma summary presents consolidated information of the Company as if the business acquisition had occurred on May 1, 2020 (in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Year Ended
​ | ​ | April 30, | ​ | April 30,
​ | ​ | 2022 |  | 2021
Revenue | ​ | $ | 445,732 | ​ | $ | 428,353
Net income attributable to AeroVironment, Inc. | ​ | $ | 2,334 | ​ | $ | 17,345
​ 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 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. ​ The Company incurred approximately $1,186,000 of acquisition-related expenses for the fiscal year ended April 30, 2022. These expenses are included in selling, general and administrative on the Company’s consolidated statements of income (loss). ​ 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, 2020, nor are they indicative of results of operations that may occur in the future.

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