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OFFON

AEROVIRONMENT, INC.

(AVAV)
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AEROVIRONMENT : MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-Q)

09/09/2021 | 06:04am EDT
The following is a discussion and analysis of our financial condition and the
results of operations as of and for the periods presented below. The following
discussion and analysis should be read in conjunction with the "Consolidated
Financial Statements" and notes thereto included elsewhere in this Quarterly
Report on Form 10-Q. This section and other parts of this Quarterly Report on
Form 10-Q contain forward-looking statements that involve risks and
uncertainties. In some cases, forward-looking statements can be identified by
words such as "anticipates," "believes," "could," "estimates," "expects,"
"intends," "may," "plans," "potential," "predicts," "projects," "should,"
"will," "would" or similar expressions. Such forward-looking statements are
based on current expectations, estimates and projections about our industry, our
management's beliefs and assumptions made by our management. Forward-looking
statements are not guarantees of future performance and our actual results may
differ significantly from the results discussed in the forward-looking
statements. Factors that might cause such differences include, but are not
limited to, those discussed in Part I, Item 1A, "Risk Factors" in our Annual
Report on Form 10-K for the fiscal year ended April 30, 2021, as updated by our
subsequent filings under the Securities and Exchange Act of 1934, as amended
("the Exchange Act").



Unless required by law, we expressly disclaim any obligation to update publicly
any forward-looking statements, whether as result of new information, future
events or otherwise.


Critical Accounting Policies and Estimates

The following should be read in conjunction with the critical accounting estimates presented in our Annual Report on Form 10-K for the fiscal year ended April 30, 2021.

Management's Discussion and Analysis of Financial Condition and Results of
Operations discusses our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. When we prepare these consolidated financial statements, we are
required to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenue and
expenses during the reporting period. Some of our accounting policies require
that we make subjective judgments, including estimates that involve matters that
are inherently uncertain. Our most critical estimates include those related to
revenue recognition, inventory reserves for excess and obsolescence, intangible
assets acquired in a business combination, goodwill, and income taxes. We base
our estimates and judgments on historical experience and on various other
factors that we believe to be reasonable under the circumstances, the results of
which form the basis for our judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Our actual results
may differ from these estimates under different assumptions or conditions.


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We recognize revenue in accordance with ASU 2014-09, Revenue from Contracts with
Customers (Topic 606). Topic 606 requires revenue to be recognized when promised
goods or services are transferred to customers in amounts that reflect the
consideration to which we expect to be entitled in exchange for those goods
or
services.



Revenue for TMS product deliveries and Customer-Funded R&D contracts is
recognized over time as costs are incurred. Contract services revenue is
composed of revenue recognized on contracts for the provision of services,
including repairs and maintenance, training, engineering design, development and
prototyping activities, and technical support services. Contract services
revenue, including ISR services, is recognized over time as services are
rendered. We 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.
Training services are recognized over time using an output method based on days
of training completed. For performance obligations satisfied over time, revenue
is generally recognized using costs incurred to date relative to total estimated
costs at completion to measure progress. Incurred costs represent work
performed, which correspond with, and thereby best depict, transfer of control
to the customer. Contract costs include labor, materials, subcontractors' costs,
other direct costs, and indirect costs applicable on government and commercial
contracts.



For performance obligations which are not satisfied over time per the
aforementioned criteria above, revenue is recognized at the point in time in
which each performance obligation is fully satisfied. Our 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. 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.



We review cost performance and estimates-to-complete at least quarterly and in
many cases more frequently. Adjustments to original estimates for a contract's
revenue, estimated costs at completion and estimated profit or loss are often
required as work progresses under a contract, as experience is gained and as
more information is obtained, even though the scope of work required under the
contract may not change, or if contract modifications occur. The impact of
revisions in estimate of completion for all types of contracts are recognized on
a cumulative catch-up basis in the period in which the revisions are made.
During the three months ended July 31, 2021 and August 1, 2020, changes in
accounting estimates on contracts recognized over time are presented below.



For the three months ended July 31, 2021 and August 1, 2020, favorable and
unfavorable cumulative catch-up adjustments included in revenue were as follows
(in thousands):




                                               Three Months Ended
                                            July 31,       August 1,
                                              2021           2020

Gross favorable adjustments                $      628     $       801
Gross unfavorable adjustments                   (753)           (431)

Net (unfavorable) favorable adjustments $ (125) $ 370





For the three months ended July 31, 2021, favorable cumulative catch-up
adjustments of $0.6 million were primarily due to final cost adjustments on 17
contracts, which individually were not material. For the same period,
unfavorable cumulative catch-up adjustments of $0.8 million were primarily
related to higher than expected costs on 10 contracts, which individually were
not material.



For the three months ended August 1, 2020, favorable cumulative catch-up
adjustments of $0.8 million were primarily due to final cost adjustments on nine
contracts, which individually were not material. For the same period,
unfavorable cumulative catch-up adjustments of $0.4 million were primarily
related to higher than expected costs on eight contracts, which individually
were not material.



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Fiscal Periods



Due to our fixed year end date of April 30, our first and fourth quarters each
consist of approximately 13 weeks. The second and third quarters each consist of
exactly 13 weeks. Our first three quarters end on a Saturday. Our 2022 fiscal
year ends on April 30, 2022 and our fiscal quarters end on July 31, 2021,
October 30, 2021 and January 29, 2022, respectively.



Results of Operations


The following tables set forth our results of operations for the periods indicated (in thousands):


 Three Months Ended July 31, 2021 Compared to Three Months Ended August 1, 2020


                                                Three Months Ended
                                              July 31,     August 1,
                                                2021          2020

Revenue                                      $  101,009    $   87,450
Cost of sales                                    72,286        52,039
Gross margin                                     28,723        35,411
Selling, general and administrative              27,128        12,011
Research and development                         13,708        11,103
(Loss) income from operations                  (12,113)        12,297
Other (loss) income:
Interest (expense) income, net                  (1,275)           208
Other (expense) income, net                       (346)            33
(Loss) income before income taxes              (13,734)        12,538

(Benefit from) provision for income taxes (957) 1,207 Equity method investment loss, net of tax (1,141) (1,288) Net (loss) income

                            $ (13,918)    $   10,043




We operate the business as three reportable segments, Small Unmanned Aircraft
Systems ("Small UAS"), Tactical Missile Systems ("TMS") and Medium Unmanned
Aircraft Systems ("MUAS"). The Small UAS segment consists of our existing small
UAS product lines. The TMS segment consists of our existing tactical missile
systems product lines. The MUAS segment consists of our recently acquired
Arcturus business. All other includes HAPS, MacCready Works and the recently
acquired ISG and Telerob businesses. The following table (in thousands) sets
forth our revenue, gross margin and adjusted operating income (loss) from
operations generated by each reporting segment for the periods indicated.
Adjusted operating income is defined as operating income before intangible
amortization, amortization of purchase accounting adjustments, and acquisition
related expenses.




                                                             Three Months Ended July 31, 2021
                                             Small UAS       TMS         MUAS       All other       Total
Revenue                                     $    39,924    $ 19,176    $  22,379    $   19,530    $  101,009
Gross margin                                     16,920       5,989        3,181         2,633        28,723

Income (loss) from operations                     1,958       (463)      (6,381)       (7,227)      (12,113)
Acquisition-related expenses                        424         251        1,384         1,195         3,254
Amortization of acquired intangible
assets and other purchase accounting
adjustments                                         707           -        5,191         3,226         9,124
Adjusted income (loss) from operations      $     3,089    $  (212)    $   
 194    $  (2,806)    $      265












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                                                            Three Months Ended August 1, 2020
                                             Small UAS        TMS         MUAS       All other      Total
Revenue                                     $    56,202    $   9,534    $      -    $    21,714    $ 87,450
Gross margin                                     27,483        1,920           -          6,008      35,411
Income (loss) from operations                    15,197      (4,145)           -          1,245      12,297
Acquisition-related expenses                          -            -           -              -           -
Amortization of acquired intangible
assets and other purchase accounting
adjustments                                         661            -           -              -         661

Adjusted income (loss) from operations $ 15,858 $ (4,145) $

   -    $     1,245    $ 12,958



The Company recorded intangible amortization expense and other purchase accounting adjustments in the following categories on the accompanying unaudited consolidated statements of operations:




                                           Three Months Ended
                                        July 31,        August 1,
                                          2021            2020
Cost of sales:
Product sales                          $     1,667     $       623
Contract services                            2,362               -
Selling, general and administrative          5,095              38
Total                                  $     9,124     $       661




Revenue. Revenue for the three months ended July 31, 2021 was $101.0 million, as
compared to $87.5 million for the three months ended August 1, 2020,
representing an increase of $13.6 million, or 16%. The increase in revenue was
due to an increase in service revenue of $18.8 million, partially offset by a
decrease in product revenue of $5.2 million. The increase in service revenue was
primarily due to an increase in MUAS service revenue, resulting from our
acquisition of Arcturus in February 2021, partially offset by a decrease in HAPS
service revenue. The decrease in product revenue was primarily due to a decrease
in small UAS revenue, partially offset by an increase in TMS revenue and an
increase in UGV revenue, resulting from our acquisition of Telerob in May 2021.
Within small UAS, decreases in product revenue was primarily due to a decrease
in product deliveries to customers within the U.S. Department of Defense.



Cost of Sales. Cost of sales for the three months ended July 31, 2021 was $72.3
million, as compared to $52.0 million for the three months ended August 1, 2020,
representing an increase of $20.2 million, or 39%. The increase in cost of sales
was a result of an increase in service cost of sales of $19.7 million and an
increase in product costs of sales of $0.5 million. The increase in service cost
of sales was primarily due to the increase in service revenues resulting from
the acquisitions of Arcturus and ISG, and an increase in intangible amortization
expense and other purchase accounting adjustments. The increase in product costs
of sales was primarily due to an increase in intangible amortization expense and
other purchase accounting adjustments and an unfavorable product mix. Cost of
sales for the first quarter of fiscal 2022 included $4.0 million of intangible
amortization and other related non-cash purchase accounting expenses as compared
to $0.6 million in the first quarter of fiscal 2021. As a percentage of revenue,
cost of sales increased from 60% to 72%, primarily due to an increase in the
proportion of service revenue to total revenues resulting from the acquisitions
of Arcturus and ISG, an increase in intangible amortization expense and other
purchase accounting adjustments, and an unfavorable product mix.



Gross Margin. Gross margin for the three months ended July 31, 2021 was $28.7
million, as compared to $35.4 million for the three months ended August 1, 2020,
representing a decrease of $6.7 million, or 19%. The decrease in gross margin
was due to a decrease in product margin of $5.7 million and a decrease in
service margin of $1.0 million. The decrease in product margin was primarily due
to the decrease in product sales, an increase in intangible amortization expense
and other purchase accounting adjustments and an unfavorable product mix. The
decrease in service margin was primarily due to an increase in intangible
amortization expense and other purchase accounting adjustments, partially offset
by the increase in service revenue. As a percentage of revenue, gross margin
decreased from 40% to 28%, primarily due to an increase in the proportion of
service revenue to total revenues resulting from the acquisitions of Arcturus
and ISG, an increase in intangible amortization expense and other purchase
accounting adjustments, and an

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Table of Contents


unfavorable product mix, partially offset by the increase in service revenue.
With the acquisitions of Arcturus and ISG we expect that we will continue to
experience a higher proportion of service revenue, which generally have lower
gross margins than our product sales, in future quarters as compared to our
historical trends in future quarters.



Selling, General and Administrative. SG&A expense for the three months ended
July 31, 2021 was $27.1 million, or 27% of revenue, as compared to SG&A expense
of $12.0 million, or 14% of revenue, for the three months ended August 1, 2020.
The increase in SG&A expense was primarily due to an increase in headcount and
related costs associated with our Arcturus, ISG and Telerob acquisitions and an
increase in intangible amortization and acquisition related expenses. SG&A
included $5.1 million and $38 thousand of intangible amortization expenses for
the three months ended July 31, 2021 and August 1, 2020, respectively.



Research and Development. R&D expense for the three months ended July 31, 2021
was $13.7 million, or 14% of revenue, as compared to R&D expense of
$11.1 million, or 13% of revenue, for the three months ended August 1, 2020. R&D
expense increased by $2.6 million, or 23%, for the three months ended July 31,
2021, primarily due to an increase in development activities regarding enhanced
capabilities for our products, development of new product lines and to support
our recently acquired businesses.



Interest (Expense) Income, net. Interest expense, net for the three months ended
July 31, 2021 was $1.3 million compared to interest income, net of $0.2 million
for the three months ended August 1, 2020. The increase in interest expense was
primarily due to an increase in interest expense resulting from the term debt
issued concurrent with the acquisition of Arcturus.



Other (Expense) Income, net. Other expense, net, for the three months ended July
31, 2021 was $0.3 million compared to other income, net of $33 thousand for the
three months ended August 1, 2020.



Benefit from Income Taxes. Our effective income tax rate was 7.0% for the three
months ended July 31, 2021, as compared to 9.6% for the three months ended
August 1, 2020. The decrease in the effective income tax rate was primarily due
to lower projected annual effective tax rate in the current fiscal year over
last fiscal year.



Equity Method Investment Loss, net of Tax. Equity method investment loss, net of
tax for the three months ended July 31, 2021 was $1.1 million compared to $1.3
million for the three months ended August 1, 2020.



Backlog


Consistent with ASC 606, we define funded backlog as remaining performance obligations under firm orders for which funding is currently appropriated to us under a customer contract. As of July 31, 2021, our funded backlog was approximately $257.7 million.




In addition to our funded backlog, we also had unfunded backlog of $188.3
million as of July 31, 2021. Unfunded backlog does not meet the definition of a
performance obligation under ASC Topic 606. We define unfunded backlog as the
total remaining potential order amounts under cost reimbursable and fixed price
contracts with (i) multiple one-year options and indefinite delivery, indefinite
quantity ("IDIQ") contracts, or (ii) incremental funding. Unfunded backlog does
not obligate the customer to purchase goods or services. There can be no
assurance that unfunded backlog will result in any orders in any particular
period, if at all. Management believes that unfunded backlog does not provide a
reliable measure of future estimated revenue under our contracts. Unfunded
backlog, with the exception of the remaining potential value of the FCS domain,
does not include the remaining potential value associated with a U.S. Army
IDIQ-type contract for small UAS because values for each of the other domains
within the contract have not been disclosed by the customer, and we cannot be
certain that we will secure all task orders issued against the contract.



Because of possible future changes in delivery schedules and/or cancellations of
orders, backlog at any particular date is not necessarily representative of
actual sales to be expected for any succeeding period, and actual sales for the
year may not meet or exceed the backlog represented. Our backlog is typically
subject to large variations from quarter to quarter as existing contracts expire
or are renewed or new contracts are awarded. A majority of our contracts,
specifically our IDIQ contracts, do not currently obligate the U.S. government
to purchase any goods or services. Additionally, all U.S.

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government contracts included in backlog, whether or not they are funded, may be terminated at the convenience of the U.S. government.

Liquidity and Capital Resources




On February 19, 2021, in connection with the consummation of the Arcturus
Acquisition, we entered into a Credit Agreement 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, and (ii) a five-year
amortized $200 million term A loan (together the "Credit Facilities"). The Term
Loan Facility requires payment of 5% of the outstanding obligations in each of
the first four loan years, with the remaining 80.0% payable in loan year five,
consisting of three quarterly payments of 1.25% each, with the remaining
outstanding principal amount of the Term Loan Facility due and payable on the
final maturity date. Proceeds from the Term Loan Facility were used in part to
finance a portion of the cash consideration for the Arcturus Acquisition.
Borrowings under the Revolving Facility may be used for working capital and
other general corporate purposes. Refer to Note 10-Debt to our unaudited
consolidated financial statements in Part I, Item 1 of this Quarterly Report on
Form 10-Q for further details. In addition, Telerob has a line of credit of €5.5
million available for issuing letters of credit of which €1.6 million ($1.8
million) was outstanding as of July 31, 2021.





We anticipate funding our normal recurring trade payables, accrued expenses,
ongoing R&D costs and obligations under the Credit Facilities through our
existing working capital and funds provided by operating activities including
those provided by our recent acquisitions of Arcturus UAV, ISG and Telerob. The
majority of our purchase obligations are pursuant to funded contractual
arrangements with our customers. We believe that our existing cash, cash
equivalents, cash provided by operating activities and other financing sources
will be sufficient to meet our anticipated working capital, capital expenditure
requirements, future obligations related to the recent acquisitions and
obligations under the Credit Facilities during the next twelve months. There can
be no assurance, however, that our business will continue to generate cash flow
at current levels. If we are unable to generate sufficient cash flow from
operations, then we may be required to sell assets, reduce capital expenditures
or draw on our Credit Facilities. We anticipate that existing sources of
liquidity, Credit Facilities, and cash flows from operations will be sufficient
to satisfy our cash needs for the foreseeable future.



Our primary liquidity needs are for financing working capital, investing in
capital expenditures, supporting product development efforts, introducing new
products and enhancing existing products, and marketing acceptance and adoption
of our products and services. Our future capital requirements, to a certain
extent, are also subject to general conditions in or affecting the defense
industry and are subject to general economic, political, financial, competitive,
legislative and regulatory factors that are beyond our control. Moreover, to the
extent that existing cash, cash equivalents, cash from operations, and cash from
our Credit Facilities are insufficient to fund our future activities, we may
need to raise additional funds through public or private equity or debt
financing, subject to the limitations specified in our Credit Facility
agreement. In addition, we may also need to seek additional equity funding or
debt financing if we become a party to any agreement or letter of intent for
potential investments in, or acquisitions of, businesses, services or
technologies.



Our working capital requirements vary by contract type. On cost-plus-fee
programs, we typically bill our incurred costs and fees monthly as work
progresses, and therefore working capital investment is minimal. On fixed-price
contracts, we typically are paid as we deliver products, and working capital is
needed to fund labor and expenses incurred during the lead time from contract
award until contract deliveries begin.



To date, COVID-19 has not had a significant impact on our liquidity, cash flows
or capital resources. However, the continued spread of COVID-19 has led to
disruption and volatility in the global capital markets, which, depending on
future developments, could impact our capital resources and liquidity in the
future. In consideration of the impact of the COVID-19 pandemic, we continue to
hold a significant portion of our investments in cash and cash equivalents and
U.S. government and U.S. government agency securities.



Although not material in value alone or in aggregate, we made certain commitments outside of the ordinary course of business. We made commitments for capital contributions to a limited partnership fund. Under the terms of the limited


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partnership agreement, we have committed to make capital contributions totaling
$10.0 million to the fund of which $0.9 million was remaining at July 31, 2021.
We also made commitments to lend HAPSMobile loans to continue the development of
Solar HAPS. The Company committed to lend 500 million yen ($4.6 million) of
which 370 million yen (approximately $3.4 million) was remaining at July 31,
2021. On August 13, 2021, we made the second payment of the loan agreement for
180 million yen ($1.6 million). Under the terms of the agreement the loans are
guaranteed and will be repaid when financing is obtained, or by Softbank. We
currently anticipate repayment within the fiscal year ended April 30, 2022.


Cash Flows


The following table provides our cash flow data for the three months ended July 31, 2021 and August 1, 2020 (in thousands):




                                                          Three Months Ended
                                                        July 31,     August 1,
                                                          2021          2020

                                                             (Unaudited)

Net cash (used in) provided by operating activities $ (15,304) $ 26,841 Net cash used in investing activities

                  $ (36,345)    $ 

(33,474)

Net cash used in financing activities                  $  (9,556)    $  (1,670)



Cash (Used in) Provided by Operating Activities. Net cash used in operating
activities for the three months ended July 31, 2021 increased by $42.1 million
to $15.3 million, as compared to net cash provided by operating activities of
$26.8 million for the three months ended August 1, 2020. The increase in net
cash used in operating activities was primarily due to a decrease in net income
of $24.0 million and a decrease in cash as a result of changes in operating
assets and liabilities of $30.4 million, largely related to accounts receivable
and unbilled retentions and receivables due to year over year timing
differences, partially offset by an increase in depreciation and amortization of
$10.9 million.



Cash Used in Investing Activities. Net cash used in investing activities
increased by $2.9 million to $36.3 million for the three months ended July 31,
2021, as compared to net cash used by investing activities of $33.5 million for
the three months ended August 1, 2020. The increase in net cash used in
investing activities was primarily due an increase in cash used for the
acquisition of Telerob of $46.2 million, a decrease in redemptions of
available-for-sale investments of $23.8 million, an increase in equity method
investments of $1.5 million and an increase in acquisition of property and
equipment of $1.4 million, partially offset by a decrease in purchases of
available-for-sale investments of $70.0 million.



Cash Used in Financing Activities. Net cash used in financing activities
increased by $7.9 million to $9.6 million for the three months ended July 31,
2021, as compared to net cash used by financing activities of $1.7 million for
the three months ended August 1, 2020. The increase in net cash used by
financing activities was primarily due to an increase in holdback and retention
payments related to a prior business acquisition of $6.0 million and an increase
in payments of loan principal of $2.5 million.



Contractual Obligations


During the three months ended July 31, 2021, there were no material changes in
our contractual obligations and commercial commitments from those disclosed in
our Annual Report on Form 10-K for the fiscal year ended April 30, 2021.



Off-Balance Sheet Arrangements

As of July 31, 2021, we had no off­balance sheet arrangements as defined in Item 303(a)(4) of Regulation S­K.



Inflation


Our operations have not been, and we do not expect them to be, materially affected by inflation. Historically, we have been successful in adjusting prices to our customers to reflect changes in our material and labor costs.

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  Table of Contents



New Accounting Standards


Please refer to Note 1-Organization and Significant Accounting Policies to our
unaudited consolidated financial statements in Part I, Item 1 of this Quarterly
Report on Form 10-Q for a discussion of new accounting pronouncements and
accounting pronouncements adopted during the three months ended July 31, 2021.

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Financials (USD)
Sales 2022 569 M - -
Net income 2022 37,7 M - -
Net cash 2022 3,00 M - -
P/E ratio 2022 70,2x
Yield 2022 -
Capitalization 2 219 M 2 219 M -
EV / Sales 2022 3,90x
Capi. / Sales 2023 3,56x
Nbr of Employees 1 171
Free-Float 93,6%
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Managers and Directors
Wahid Nawabi Chairman, President & Chief Executive Officer
Kevin McDonnell Chief Financial Officer & Senior Vice President
Scott Newbern Chief Technology Officer & Vice President
Regine Lawton Chief Information Officer & Vice President
Kenneth Karklin Chief Operating Officer & Senior Vice President
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