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Aerovironment Inc (AVAV) SEC Filing 8-K Material Event for the period ending Thursday, March 3, 2022

Aerovironment Inc

CIK: 1368622 Ticker: AVAV

Exhibit 99.1

Graphic

AeroVironment, Inc. Announces Fiscal 2022 Third Quarter Results

ARLINGTON, VA, March 3, 2022

— AeroVironment, Inc. (NASDAQ: AVAV), a global leader in intelligent, multi-domain robotic systems, today reported financial results for its fiscal third quarter ended January 29, 2022.

“The Company continued to face several challenges during the third quarter, particularly in terms of supply chain constraints, the ongoing effects from the federal government’s Continuing Resolution, and a tight labor market,” said Wahid Nawabi, AeroVironment chairman, president and chief executive officer. “However, these issues were anticipated, and we made measurable progress in addressing and mitigating such headwinds going forward. The Company’s results were largely in line with our forecast, although certain work was pushed into the fourth quarter, and we are maintaining our guidance for fiscal year 2022.

“We’re actively taking steps to reduce costs, manage working capital, and increase operational efficiency during this challenging operating environment. This includes partnering with suppliers to improve delivery times, consolidating our facilities footprint, and streamlining our workforce. While such actions, in the near term, negatively impact both margins and working capital, they improve product throughput and overall customer satisfaction while positioning us for future success.

“We’re pleased with our solid backlog as well as the many opportunities which lie ahead for AeroVironment. Our focus on winning the US Army’s Future Tactical UAS – FTUAS – Increment 1 serves as the proving ground for our Medium UAS systems which, if all goes well, could lead to significant contracts in the quarters to come. Given this opportunity, and expanding demand from overseas customers, I believe the Company is on the right path for better results in fiscal 2023 – including increased margins, stronger organic growth, and higher cash flow. We’re investing in leading-edge technologies that will provide for years of solid performance and the returns our investors have come to expect.”

FISCAL 2022 THIRD QUARTER RESULTS

Revenue for the third quarter of fiscal 2022 was $90.1 million, an increase of 14% from the third quarter of fiscal 2021 revenue of $78.8 million. The increase in revenue reflects higher service revenue of $27.1 million, partially offset by a decrease in product sales of $15.7 million. The increase in revenue was primarily due to revenue from the Medium Unmanned Aircraft Systems (“MUAS”) segment of $21.2 million and the Unmanned Ground Vehicles product line of $9.6 million, as a result of our acquisitions of Arcturus UAV (“Arcturus”) and Telerob GmbH (“Telerob”) in February and May 2021, respectively, and an increase in customer-funded research and development revenue of $7.7 million. These increases were partially offset by a decrease in revenue in the Small Unmanned Aircraft Systems (“Small UAS”) segment of $26.2 million.

Gross margin for the third quarter of fiscal 2022 was $21.4 million, a decrease of 25% from the third quarter of fiscal 2021 gross margin of $28.6 million. The decrease in gross margin reflects lower product margin of $9.3 million, partially offset by higher service margin of $2.1 million. As a percentage of revenue, gross margin decreased to 24% from 36%. Gross margin was negatively impacted by $5.1 million of intangible amortization expense and other related non-cash purchase accounting expenses in the third quarter of fiscal 2022 as compared to $0.6 million in the third quarter of fiscal 2021. With the acquisitions of Arcturus and the Intelligent Systems Group of Progeny Systems Corp. (“ISG”), we experienced a higher proportion of service revenue, which generally has lower gross margins than product sales.

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Loss from operations for the third quarter of fiscal 2022 was $14.1 million, an increase of $13.5 million from the third quarter of fiscal 2021 loss from operations of $0.6 million. The increase in loss from operations was primarily the result of a decrease in gross margin of $7.2 million and an increase in selling, general and administrative (“SG&A”) expense of $6.9 million, partially offset by a decrease in research and development (“R&D”) expense of $0.6 million. SG&A expense included acquisition-related expenses and intangible amortization expense of $4.8 million in the third quarter of fiscal 2022 as compared to $3.5 million in the third quarter of fiscal 2021. SG&A expense in the current quarter also included additional headcount and support costs associated with the acquisitions of Arcturus, ISG and Telerob.

Other expense, net, for the third quarter of fiscal 2022 was $1.5 million, as compared to other income, net of $0.1 million for the third quarter of fiscal 2021. The increase in other expense, net was primarily due to higher interest expense of $1.5 million resulting from the term debt issued concurrent with the acquisition of Arcturus.

Benefit from income taxes for the third quarter of fiscal 2022 was $15.4 million, as compared to $0.9 million for the third quarter of fiscal 2021. The increase in benefit from income taxes was primarily due to the decrease in income before income taxes and an increase in certain federal income tax credits.

Equity method investment income, net of tax, for the third quarter of fiscal 2022 was $0.2 million, as compared to equity method investment loss, net of tax of $0.1 million for the third quarter of fiscal 2021.

Net income attributable to AeroVironment for the third quarter of fiscal 2022 was $10 thousand, or $0 per diluted share, as compared to $0.2 million, or $0.01 per diluted share, for the third quarter of fiscal 2021.

Non-GAAP earnings per diluted share was $0.32 for the third quarter of fiscal 2022, as compared to $0.14 for the third quarter of fiscal 2021.

BACKLOG

As of January 29, 2022, funded backlog (remaining performance obligations under firm orders for which funding is currently appropriated to us under a customer contract) was $226.3 million, as compared to $211.8 million as of April 30, 2021.

FISCAL 2022 — REVISED OUTLOOK FOR THE FULL YEAR (UNCHANGED)

For the fiscal year 2022, the Company continues to expect revenue of between $440 million and $460 million, net loss of between $12 million and $8 million, Non-GAAP adjusted EBITDA of between $59 million and $65 million, loss per diluted share of between $(0.47) and $(0.33) and non-GAAP earnings per diluted share, which excludes litigation settlement expenses, acquisition-related expenses and amortization of intangible assets, of between $1.23 and $1.37.

The foregoing estimates are forward-looking and reflect management’s view of current and future market conditions, subject to certain risks and uncertainties, and including certain assumptions with respect to our ability to efficiently and on a timely basis integrate our acquisitions, obtain and retain government contracts, changes in the timing and/or amount of government spending, changes in the demand for our products and services, activities of competitors, changes in the regulatory environment, and general economic and business conditions in the United States and elsewhere in the world. Investors are reminded that actual results may differ materially from these estimates.

CONFERENCE CALL AND PRESENTATION

In conjunction with this release, AeroVironment, Inc. will host a conference call today, Thursday, March 3, 2022, at 4:30 pm Eastern Time that will be webcast live. Wahid Nawabi, chairman, president and chief executive officer, Kevin P. McDonnell, chief financial officer and Jonah Teeter-Balin, senior director corporate development and investor relations, will host the call.

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Investors may dial into the call by using the following telephone numbers, (877) 561-2749 (U.S.) or (678) 809-1029 (international) and providing the conference ID 9080614 five to ten minutes prior to the start time to allow for registration.

Investors with Internet access may listen to the live audio webcast via the Investor Relations page of the AeroVironment, Inc. website, http://investor.avinc.com. Please allow 15 minutes prior to the call to download and install any necessary audio software.

A supplementary investor presentation for the second quarter fiscal 2022 can be accessed at https://investor.avinc.com/events-and-presentations.

Audio Replay

An audio replay of the event will be archived on the Investor Relations section of the Company's website at http://investor.avinc.com.

ABOUT AEROVIRONMENT, INC.

AeroVironment (NASDAQ: AVAV) provides technology solutions at the intersection of robotics, sensors, software analytics and connectivity that deliver more actionable intelligence so you can Proceed with Certainty. Headquartered in Virginia, AeroVironment is a global leader in intelligent, multi-domain robotic systems, and serves defense, government and commercial customers. For more information, visit www.avinc.com.

FORWARD-LOOKING STATEMENTS

This press release contains "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words such as “believe,” “anticipate,” “expect,” “estimate,” “intend,” “project,” “plan,” or words or phrases with similar meaning. Forward-looking statements are based on current expectations, forecasts and assumptions that involve risks and uncertainties, including, but not limited to, economic, competitive, governmental and technological factors outside of our control, that may cause our business, strategy or actual results to differ materially from the forward-looking statements.

Factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, the impact of our recent acquisitions of Arcturus UAV, Telerob and ISG and our ability to successfully integrate them into our operations; the risk that disruptions will occur from the transactions that will harm our business; any disruptions or threatened disruptions to our relationships with our distributors, suppliers, customers and employees, including shortages in components for our products; the ability to timely and sufficiently integrate international operations into our ongoing business and compliance programs; reliance on sales to the U.S. government and related to our development of HAPS UAS; availability of U.S. government funding for defense procurement and R&D programs; changes in the timing and/or amount of government spending; our ability to perform under existing contracts and obtain new contracts; risks related to our international business, including compliance with export control laws; potential need for changes in our long-term strategy in response to future developments; the extensive regulatory requirements governing our contracts with the U.S. government and international customers; the consequences to our financial position, business and reputation that could result from failing to comply with such regulatory requirements; unexpected technical and marketing difficulties inherent in major research and product development efforts; the impact of potential security and cyber threats; changes in the supply and/or demand and/or prices for our products and services; the activities of competitors and increased competition; failure of the markets in which we operate to grow; uncertainty in the customer adoption rate of commercial use unmanned aircraft systems; failure to remain a market innovator, to create new market opportunities or to expand into new markets; changes in significant operating expenses, including components and raw materials; failure to develop new products or integrate new technology into current products; risk of litigation; product liability, infringement and other claims; changes in the regulatory environment; the impact of the outbreak related to the strain of

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coronavirus known as COVID-19 on our business; our ability to comply with the covenants in our loan documents; our ability to attract and retain skilled employees; the impact of inflation; and general economic and business conditions in the United States and elsewhere in the world. For a further list and description of such risks and uncertainties, see the reports we file with the Securities and Exchange Commission. We do not intend, and undertake no obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise.

NON-GAAP MEASURES

In addition to the financial measures prepared in accordance with generally accepted accounting principles (GAAP), this earnings release also contains non-GAAP financial measures. See in the financial tables below the calculation of these measures, the reasons why we believe these measures provide useful information to investors, and a reconciliation of these measures to the most directly comparable GAAP measures.

– Financial Tables Follow –

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AeroVironment, Inc.

Consolidated Statements of Operations (Unaudited)

(In thousands except share and per share data)

Three Months Ended

Nine Months Ended

 

January 29,

January 30,

January 29,

January 30,

    

2022

2021

 

2022

    

2021

 

Revenue:

Product sales

$

42,599

$

58,348

$

166,713

$

182,233

Contract services

 

47,494

20,434

 

146,397

 

76,664

 

90,093

78,782

 

313,110

 

258,897

Cost of sales:

Product sales

 

29,294

35,746

 

100,821

 

102,039

Contract services

 

39,363

14,395

 

119,675

 

51,955

 

68,657

50,141

 

220,496

 

153,994

Gross margin:

 

 

Product sales

13,305

22,602

65,892

80,194

Contract services

8,131

6,039

26,722

24,709

21,436

28,641

92,614

104,903

Selling, general and administrative

 

22,549

15,652

 

74,496

 

42,640

Research and development

 

13,013

13,631

 

41,018

 

36,710

(Loss) income from operations

 

(14,126)

(642)

 

(22,900)

 

25,553

Other (loss) income:

Interest (expense) income, net

 

(1,510)

94

 

(4,164)

 

417

Other income (expense), net

 

34

(37)

 

(10,360)

 

68

(Loss) income before income taxes

 

(15,602)

(585)

 

(37,424)

 

26,038

(Benefit from) provision for income taxes

 

(15,396)

(924)

 

(25,864)

 

2,774

Equity method investment income (loss), net of tax

171

(81)

163

(10,891)

Net (loss) income

(35)

258

(11,397)

12,373

Net loss (income) attributable to noncontrolling interest

45

(47)

(49)

12

Net income (loss) attributable to AeroVironment, Inc.

$

10

$

211

$

(11,446)

$

12,385

Net income (loss) per share attributable to AeroVironment, Inc.

Basic

$

$

0.01

$

(0.46)

$

0.52

Diluted

$

$

0.01

$

(0.46)

$

0.51

Weighted-average shares outstanding:

Basic

 

24,710,991

23,942,782

 

24,657,846

 

23,924,017

Diluted

 

24,879,643

24,260,874

 

24,657,846

 

24,216,371

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AeroVironment, Inc.

Consolidated Balance Sheets

(In thousands except share data)

January 29,

    

April 30,

2022

2021

    

(Unaudited)

 

Assets

Current assets:

Cash and cash equivalents

$

82,528

$

148,741

Short-term investments

3,969

31,971

Accounts receivable, net of allowance for doubtful accounts of $577 at January 29, 2022 and $595 at April 30, 2021

 

41,739

 

62,647

Unbilled receivables and retentions

 

97,993

 

71,632

Inventories

 

89,616

 

71,646

Income taxes receivable

26,578

Prepaid expenses and other current assets

 

12,099

 

15,001

Total current assets

 

354,522

 

401,638

Long-term investments

12,388

12,156

Property and equipment, net

 

65,377

 

58,896

Operating lease right-of-use assets

24,848

22,902

Deferred income taxes

 

3,258

 

2,061

Intangibles, net

103,825

106,268

Goodwill

335,164

314,205

Other assets

 

5,881

 

10,440

Total assets

$

905,263

$

928,566

Liabilities and stockholders’ equity

Current liabilities:

Accounts payable

$

15,118

$

24,841

Wages and related accruals

 

21,207

 

28,068

Customer advances

 

6,864

 

7,183

Current portion of long-term debt

10,000

10,000

Current operating lease liabilities

6,150

6,154

Income taxes payable

247

861

Other current liabilities

 

27,897

 

19,078

Total current liabilities

 

87,483

 

96,185

Long-term debt, net of current portion

180,398

187,512

Non-current operating lease liabilities

20,678

19,103

Other non-current liabilities

5,273

10,141

Liability for uncertain tax positions

 

3,518

 

3,518

Deferred income taxes

5,198

Commitments and contingencies

Stockholders’ equity:

Preferred stock, $0.0001 par value:

Authorized shares—10,000,000; none issued or outstanding at January 29, 2022 and April 30, 2021

 

 

Common stock, $0.0001 par value:

Authorized shares—100,000,000

Issued and outstanding shares—24,915,105 shares at January 29, 2022 and 24,777,295 shares at April 30, 2021

 

2

 

2

Additional paid-in capital

 

265,885

 

260,327

Accumulated other comprehensive (loss) income

 

(3,434)

 

343

Retained earnings

 

339,975

 

351,421

Total AeroVironment, Inc. stockholders’ equity

 

602,428

 

612,093

Noncontrolling interest

287

14

Total equity

602,715

612,107

Total liabilities and stockholders’ equity

$

905,263

$

928,566

6


AeroVironment, Inc.

Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

Nine Months Ended

    

January 29,

    

January 30,

 

2022

2021

Operating activities

Net (loss) income

$

(11,397)

$

12,373

Adjustments to reconcile net (loss) income to cash (used in) provided by operating activities:

Depreciation and amortization

 

47,437

 

8,650

(Income) loss from equity method investments, net

(799)

10,891

Amortization of debt issuance costs

386

Realized gain from sale of available-for-sale investments

(11)

Provision for doubtful accounts

 

(20)

 

(145)

Other non-cash expense (income)

440

(473)

Non-cash lease expense

5,033

3,592

Loss on foreign currency transactions

 

34

 

1

Deferred income taxes

 

(1,195)

 

(897)

Stock-based compensation

 

3,957

 

4,754

Loss on disposal of property and equipment

5,063

2

Amortization of debt securities

117

143

Changes in operating assets and liabilities, net of acquisitions:

Accounts receivable

 

21,901

 

47,184

Unbilled receivables and retentions

 

(25,597)

 

14,753

Inventories

 

(21,590)

 

(7,569)

Income taxes receivable

(26,208)

Prepaid expenses and other assets

 

1,789

 

(1,622)

Accounts payable

 

(10,720)

 

(3,346)

Other liabilities

(11,807)

(9,318)

Net cash (used in) provided by operating activities

 

(23,176)

 

78,962

Investing activities

Acquisition of property and equipment

 

(17,064)

 

(8,472)

Equity method investments

(6,884)

(2,150)

Business acquisitions, net of cash acquired

(46,150)

Redemptions of available-for-sale investments

 

35,851

 

130,066

Purchases of available-for-sale investments

(2,987)

(125,644)

Other

225

Net cash used in investing activities

 

(37,009)

 

(6,200)

Financing activities

Principal payments of loan

(7,500)

Holdback and retention payments for business acquisition

(5,991)

(1,492)

Tax withholding payment related to net settlement of equity awards

(1,176)

(1,955)

Exercise of stock options

 

2,776

 

86

Other

(23)

Net cash used in financing activities

 

(11,914)

 

(3,361)

Effects of currency translation on cash and cash equivalents

(613)

Net (decrease) increase in cash, cash equivalents, and restricted cash

 

(72,712)

 

69,401

Cash, cash equivalents and restricted cash at beginning of period

 

157,063

 

255,142

Cash, cash equivalents and restricted cash at end of period

$

84,351

$

324,543

Supplemental disclosures of cash flow information

Cash paid, net during the period for:

Income taxes

$

1,923

$

2,364

Interest

$

3,465

$

Non-cash activities

Unrealized loss on available-for-sale investments, net of deferred tax benefit of $1 and $2 for the nine months ended January 29, 2022 and January 30, 2021, respectively

$

6

$

56

Change in foreign currency translation adjustments

$

(3,771)

$

75

Issuances of inventory to property and equipment, ISR in-service assets

$

16,680

$

Acquisitions of property and equipment included in accounts payable

$

626

$

746

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AeroVironment, Inc.

Reportable Segment Results (Unaudited)

(In thousands)

Three Months Ended January 29, 2022

    

Small UAS

    

TMS

    

MUAS

    

All other

    

Total

Revenue

$

24,366

$

18,603

$

21,168

$

25,956

$

90,093

Gross margin

8,656

5,209

335

7,236

21,436

Income (loss) from operations

(3,606)

(1,289)

(8,623)

(608)

(14,126)

Acquisition-related expenses

99

54

41

174

368

Amortization of acquired intangible assets and other purchase accounting adjustments

707

-

5,641

3,035

9,383

Adjusted income (loss) from operations

$

(2,800)

$

(1,235)

$

(2,941)

$

2,601

$

(4,375)

Three Months Ended January 30, 2021

Small UAS

    

TMS

    

MUAS

    

All other

    

Total

Revenue

$

50,536

$

19,598

$

-

$

8,648

$

78,782

Gross margin

22,017

4,889

-

1,735

28,641

Income (loss) from operations

6,702

(2,314)

-

(5,030)

(642)

Acquisition-related expenses

1,408

773

477

750

3,408

Amortization of acquired intangible assets and other purchase accounting adjustments

661

-

-

1

662

Adjusted income (loss) from operations

$

8,771

$

(1,541)

$

477

$

(4,279)

$

3,428

Nine Months Ended January 29, 2022

    

Small UAS

    

TMS

    

MUAS

    

All other

    

Total

Revenue

$

119,004

$

56,197

$

70,072

$

67,837

$

313,110

Gross margin

53,330

17,420

5,739

16,125

92,614

Income (loss) from operations

11,729

(1,705)

(22,004)

(10,920)

(22,900)

Acquisition-related expenses

819

468

1,533

1,649

4,469

Amortization of acquired intangible assets and other purchase accounting adjustments

2,121

-

17,190

9,526

28,837

Adjusted income (loss) from operations

$

14,669

$

(1,237)

$

(3,281)

$

255

$

10,406

Nine Months Ended January 30, 2021

Small UAS

    

TMS

    

MUAS

    

All other

    

Total

Revenue

$

165,003

$

48,093

$

-

$

45,801

$

258,897

Gross margin

79,195

12,752

-

12,956

104,903

Income (loss) from operations

37,285

(7,454)

-

(4,278)

25,553

Acquisition-related expenses

1,579

867

535

841

3,822

Amortization of acquired intangible assets and other purchase accounting adjustments

2,037

-

-

-

2,037

Adjusted income (loss) from operations

$

40,901

$

(6,587)

$

535

$

(3,437)

$

31,412

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AeroVironment, Inc.

Reconciliation of non-GAAP Earnings per Diluted Share (Unaudited)

Three Months Ended

Three Months Ended

Nine Months Ended

Nine Months Ended

    

January 29, 2022

January 30, 2021

January 29, 2022

January 30, 2021

Earnings (loss) per diluted share

$

$

0.01

$

(0.46)

$

0.51

Acquisition-related expenses

0.02

0.11

0.16

0.14

Amortization of acquired intangible assets and other purchase accounting adjustments

0.30

0.02

0.92

0.06

HAPSMobile Inc. JV impairment of investment in Loon LLC

0.35

Legal accrual related to our former EES business

0.32

Earnings per diluted share as adjusted (Non-GAAP)

$

0.32

0.14

$

0.94

$

1.06

Reconciliation of non-GAAP adjusted EBITDA (Unaudited)

Nine Months Ended

Nine Months Ended

(in millions)

January 29, 2022

January 30, 2021

Net (loss) income

$

(11)

$

12

Interest expense, net

4

Benefit from income taxes

(26)

3

Depreciation and amortization

48

9

EBITDA (Non-GAAP)

15

24

HAPSMobile Inc. JV impairment of investment in Loon LLC

10

Legal accrual related to our former EES business

10

Acquisition-related expenses

5

4

Adjusted EBITDA (Non-GAAP)

$

30

$

38

Reconciliation of Forecast Earnings per Diluted Share (Unaudited)

Fiscal year ending

    

April 30, 2022

Forecast loss per diluted share

$

(0.47) - (0.33)

Acquisition-related expenses

0.16

Amortization of acquired intangible assets and other purchase accounting adjustments

1.22

Legal accrual related to our former EES business

0.32

Forecast earnings per diluted share as adjusted (Non-GAAP)

$

1.23 - 1.37

Reconciliation of 2022 Forecast and Fiscal Year 2021 Actual Non-GAAP adjusted EBITDA (Unaudited)

Fiscal year ending

Fiscal year ending

(in millions)

April 30, 2022

April 30, 2021

Net (loss) income

$

(12) - (8)

$

23

Interest expense, net

5

1

Benefit from income taxes

(12) - (9)

1

Depreciation and amortization

65

19

EBITDA (Non-GAAP)

46 - 53

44

HAPSMobile Inc. JV impairment of investment in Loon LLC

10

Equity method investment gain

(2)

Legal accrual related to our former EES business

10

9

Acquisition-related expenses

5 - 4

9

Adjusted EBITDA (Non-GAAP)

$

59 - 65

$

72

9


Statement Regarding Non-GAAP Measures

The non-GAAP measures set forth above should be considered in addition to, and not as a replacement for or superior to, the comparable GAAP measures, and may not be comparable to similarly titled measures reported by other companies. Management believes that these measures provide useful information to investors by offering additional ways of viewing our results that, when reconciled to the corresponding GAAP measures, help our investors to understand the long-term profitability trends of our business and compare our profitability to prior and future periods and to our peers. In addition, management uses these non-GAAP measures to evaluate our operating and financial performance.

Non-GAAP Adjusted Operating Income

Adjusted operating income is defined as operating income before intangible amortization, amortization of non-cash purchase accounting adjustments, and acquisition related expenses.

Non-GAAP Earnings per Diluted Share

We exclude the acquisition-related expenses, amortization of acquisition-related intangible assets and one-time non-operating items because we believe this facilitates more consistent comparisons of operating results over time between our newly acquired and existing businesses, and with our peer companies. We believe, however, that it is important for investors to understand that such intangible assets contribute to revenue generation and that intangible asset amortization will recur in future periods until such intangible assets have been fully amortized.

Adjusted EBITDA (Non-GAAP)

Adjusted EBITDA is defined as net income before interest income, interest expense, income tax expense (benefit) and depreciation and amortization including amortization of purchase accounting adjustments, adjusted for the impact of certain other items, including acquisition related expenses, equity method investment gains or losses, and one-time non-operating gains or losses. We present Adjusted EBITDA, which is not a recognized financial measure under U.S. GAAP, because we believe it is frequently used by analysts, investors and other interested parties to evaluate companies in our industry. We believe this facilitates more consistent comparisons of operating results over time between our newly acquired and existing businesses, and with our peer companies. We believe, however, that it is important for investors to understand that such intangible assets contribute to revenue generation, intangible asset amortization will recur in future periods until such intangible assets have been fully amortized and that interest and income tax expenses will recur in future periods. In addition, Adjusted EBITDA may not be comparable to similarly titled measures used by other companies in our industry or across different industries.

10


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https://investor.avinc.com/contact-us

11


0001368622false00013686222022-03-032022-03-03

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 3, 2022

 

AEROVIRONMENT, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-33261

 

95-2705790

(State or other jurisdiction of

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

incorporation or organization)

 

 

 

 

241 18th Street South, Suite 415

 

 

Arlington, Virginia

 

22202

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (805) 520-8350

 Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

AVAV

The NASDAQ Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   

Item 2.02.  Results of Operations and Financial Condition

 

On March 3, 2022, AeroVironment, Inc. (the “Company”) issued a press release announcing third quarter financial results for the period ended January 29, 2022, a copy of which is attached hereto as Exhibit 99.1.

Item 7.01. Regulation FD Disclosure

The information under Item 2.02 above is incorporated herein by reference.

Attached as Exhibit 99.2 hereto is a presentation containing additional information regarding the Company’s third quarter fiscal 2022 financial results for the period ended January 29, 2022. A copy of the presentation is also available on the investor relations section of the Company’s website at https://investor.avinc.com/events-and-presentations. The information contained on the Company’s website is not incorporated by reference into, and does not form a part of, this Current Report on Form 8-K.

 

In addition to historic information, this report, including the exhibits, contains forward-looking statements regarding events, performance and financial trends. Various factors could affect future results and could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. Some of those factors are identified in the exhibits, and in our periodic reports filed with the Securities and Exchange Commission.

The information in this Current Report on Form 8-K, including the exhibits, is furnished pursuant to Items 2.02 and 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing of AeroVironment, Inc. under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01.  Financial Statements and Exhibits

 

(d)  Exhibits.

 

Exhibit

 

 

Number

 

Description

99.1

 

Press release issued by AeroVironment, Inc., dated March 3, 2022.

99.2

Presentation regarding AeroVironment, Inc.’s third quarter fiscal 2022 financial results dated March 3, 2022.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

AEROVIRONMENT, INC.

 

 

 

 

 

 

Date: March 3, 2022

By:

/s/ Wahid Nawabi

 

 

Wahid Nawabi

 

 

Chairman, President and Chief Executive Officer

3

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Aerovironment Inc provided additional information to their SEC Filing as exhibits

Ticker: AVAV
CIK: 1368622
Form Type: 8-K Corporate News
Accession Number: 0001558370-22-002803
Submitted to the SEC: Thu Mar 03 2022 4:18:47 PM EST
Accepted by the SEC: Thu Mar 03 2022
Period: Thursday, March 3, 2022
Industry: Aircraft
Events:
  1. Earnings Release
  2. Financial Exhibit
  3. Regulated Disclosure

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