AeroVironment Inc: Form 10-Q for the period ended Jan 27, 2024

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 “Condensed 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, 2023, 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 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, 2023.

Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. When we prepare these condensed 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.

Revenue Recognition

We recognize revenue in accordance with ASU 2014-09, *Revenue from Contracts with Customers (“*ASC 606”). ASC 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 LMS product deliveries, certain Tomahawk product deliveries and customer-funded research and development contracts is recognized over time as costs are incurred. Contract services revenue is composed of revenue recognized on contracts for the provision of services, including repairs and maintenance, training, engineering design, development and prototyping activities, and technical support services. Contract services revenue, which historically included 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. During the year ended April 30, 2023, all of our MUAS COCO sites were closed. 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 Unmanned Systems product sales revenue is composed of revenue recognized on contracts for the delivery of SUAS, MUAS and UGV systems and spare parts, respectively. Revenue is recognized at the point in time when control transfers to the customer, which generally occurs when title and risk of loss have passed to the customer.

We review cost performance, estimates-to-complete and variable consideration 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, including the finalization of undefinitized contract actions, occur. The impact of revisions in estimate of completion and variable consideration for all types of contracts are recognized on a cumulative catch-up basis in the period in which the revisions are made. Changes in variable consideration associated with the finalization of undefinitized contract actions could result in cumulative catch up adjustments to revenue that could be material. During the three and nine months ended January 27, 2024 and January 28, 2023, changes in accounting estimates on contracts recognized over time are presented below.

For the three months ended January 27, 2024 and January 28, 2023, favorable and unfavorable cumulative catch-up adjustments included in revenue were as follows (in thousands):

For the three months ended January 27, 2024, favorable cumulative catch-up adjustments of $4.5 million were primarily due to final cost adjustments on three contracts. During the three months ended January 27, 2024, we revised our estimates to reflect a favorable definitization of an LMS contract. The aggregate impact of these adjustments in contract estimates on revenue related to performance obligations satisfied or partially satisfied in previous periods was an increase to revenue of approximately $3.6 million. For the same period, unfavorable cumulative catch-up adjustments of $0.1 million were primarily related to higher than expected costs on three contracts, which individually were not material.

For the three months ended January 28, 2023, favorable cumulative catch-up adjustments of $1.7 million were primarily due to final cost adjustments on 11 contracts. For the same period, unfavorable cumulative catch-up adjustments of $0.9 million were primarily related to higher than expected costs on seven contracts, which individually were not material.

Also during the three months ended January 28, 2023, we recognized a decrease in the forward loss reserves on two MUAS ISR contracts of $2.4 million and an increase in the forward loss reserve of an MUAS products contract of $1.6 million.

For the nine months ended January 27, 2024 and January 28, 2023, favorable and unfavorable cumulative catch-up adjustments included in revenue were as follows (in thousands):

For the nine months ended January 27, 2024, favorable cumulative catch-up adjustments of $6.5 million were primarily due to final cost adjustments on 17 contracts. During the nine months ended January 27, 2024, we revised our estimates of the total expected costs to complete an LMS contract. The aggregate impact of these adjustments in contract estimates on revenue related to performance obligations satisfied or partially satisfied in previous periods was an increase to revenue of approximately $1.4 million. For the same period, unfavorable cumulative catch-up adjustments of $1.5 million were primarily related to higher than expected costs on eight contracts, which individually were not material.

For the nine months ended January 28, 2023, favorable cumulative catch-up adjustments of $2.3 million were primarily due to final cost adjustments on 22 contracts, which individually were not material. For the same period, unfavorable cumulative catch-up adjustments of $3.7 million were primarily related to higher than expected costs on six contracts. During the nine months ended January 28, 2023, we revised our estimates of the total expected costs to complete two LMS variant contracts. The aggregate impact of these adjustments in contract estimates on revenue related to performance obligations satisfied or partially satisfied in previous periods was a decrease to revenue of approximately $2.4 million.

Goodwill

Goodwill represents the excess of the cost of an acquired entity over the fair value of the acquired net assets. We test goodwill for impairment annually during the fourth quarter of our fiscal year or when events or circumstances change in a manner that indicates goodwill might be impaired. Events or circumstances that could trigger an impairment review include, but are not limited to, a significant adverse change in legal factors or in the business or political climate, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, significant changes in the manner of our use of the acquired assets or the strategy for our overall business, significant negative industry or economic trends or significant underperformance relative to projected future results of operations.

Our evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value. For the impairment test, we first assess qualitative factors, macroeconomic conditions, industry and market considerations, triggering events, cost factors, and overall financial performance, to determine whether it is necessary to perform a quantitative goodwill impairment test. Alternatively, we may bypass the qualitative assessment for some or all of our reporting units and apply the quantitative impairment test. If determined to be necessary, the quantitative impairment test shall be used to identify goodwill impairment and measure the amount of a goodwill impairment loss to be recognized (if any). For the quantitative impairment test we estimate the fair value by weighting the results from the income approach and the market approach. These valuation approaches consider a number of factors that include, but are not limited to, prospective financial information, growth rates, terminal value, discount rates, and comparable multiples from publicly traded companies in our industry and require us to make certain assumptions and estimates regarding industry economic factors and future profitability of our business.

Subsequent to the performance of our annual goodwill impairment test for fiscal year 2023, in May 2023 a trigger event was identified that indicated that the carrying value of the MUAS reporting unit exceeded its fair value. Specifically, we received notification that we were not down selected for a U.S. Department of Defense (“D.o.D.”)program of record which resulted in a significant decrease in the projected future cash flows of the MUAS reporting unit. As a result, we updated our estimates of long-term future cash flows to reflect lower revenue and profitability growth rate expectations used in the valuation of the MUAS reporting unit. These changes in estimates, resulted in the recognition of a goodwill impairment charge of $156.0 million in the MUAS reporting unit during the fiscal year ended April 30, 2023.

As of January 27, 2024 our MUAS reporting unit has a goodwill balance of $134.1 million. The estimated fair value of the MUAS reporting unit does not substantially exceed its carrying value due to the impairment recorded during the most recent annual goodwill impairment test performed during the fourth quarter ended April 30, 2023, resulting in carrying value being equal to estimated fair value. Fair value determinations utilized in the quantitative goodwill impairment test require considerable judgment and are sensitive to changes in underlying assumptions, estimates, and market factors. Estimating the fair value of individual reporting units requires us to make assumptions and estimates regarding future plans, as well as industry, economic, and regulatory conditions. These assumptions and estimates include estimated future annual net cash flows, income tax rates, discount rates, growth rates, and other market factors. Estimated future annual net cash flows based in part upon our ability to obtain contracts from the U.S. D.o.D. and foreign allied nations and negotiate the estimated pricing are considered the most significant, sensitive assumptions. If current expectations of future growth rates and margins are not met, if market factors outside of our control, such as discount rates, income tax rates, or inflation, change, or if management’s expectations or plans otherwise change, including updates to long-term operating plans, then MUAS may become impaired in the future. Accordingly, the MUAS reporting unit is considered at an increased risk of failing future quantitative goodwill impairment tests. The intangibles included in the MUAS reporting unit of $14.6 million as of January 27, 2024 will also be evaluated for potential impairment during the fourth quarter goodwill impairment test. During the most recent annual impairment test during the fourth quarter of fiscal year 2023, the estimated fair value of all reporting units, other than MUAS, substantially exceeded their carrying value. As of January 27, 2024, we have not identified any events or circumstances that could trigger an impairment review prior to the Company’s annual impairment test.

The estimates and assumptions used to determine the fair value of our reporting units are highly subjective in nature. Actual results can be materially different from the estimates and assumptions. If actual market conditions are less favorable than those projected by the industry or by us, or if events occur or circumstances change that would reduce the estimated fair value of our indefinite-lived intangible assets below the carrying amounts, we could recognize future impairment charges, the amount of which could be material.

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 2024 fiscal year ends on April 30, 2024 and our fiscal quarters end on July 29, 2023, October 28, 2023 and January 27, 2024, respectively.

Results of Operations

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

Three Months Ended January 27, 2024 Compared to Three Months Ended January 28, 2023

We have identified three reportable segments, Unmanned Systems (“UMS”), Loitering Munitions Systems (“LMS”) and MacCready Works (“MW”). The UMS segment consists of our small UAS, including our recent Tomahawk acquisition, medium UAS and UGV product lines. The LMS segment consists of our renamed existing tactical missile systems product lines. The MW segment consists of our MacCready Works products and services and the development of High Altitude Pseudo-Satellite systems (“HAPS”). The following tables (in thousands) set forth our segment revenue and segment adjusted income (loss) from operations for the periods indicated. Segment adjusted income (loss) from operations is defined as income (loss) before income taxes, interest expense, net, other income (expense), net, intangible amortization, amortization of purchase accounting adjustment related to increasing the carrying value of certain assets to fair value, and acquisition related expenses. All corporate and headquarter expenses are allocated to the reportable segments.

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

Revenue. Revenue for the three months ended January 27, 2024 was $186.6 million, as compared to $134.4 million for the three months ended January 28, 2023, representing an increase of $52.2 million, or 39%. The increase in revenue was due to an increase in product revenue of $64.7 million, partially offset by a decrease in service revenue of $12.5 million. The increase in product revenue was primarily due to an increase of $35.1 million from the production of our Switchblade products and an increase of $29.6 million of product deliveries of our UMS products, including $5.7 million associated with the recent Tomahawk acquisition. These increases were primarily driven by increased global demand for our unmanned systems associated with the current global conflicts as well as U.S. D.o.D. resupply. The decrease in service revenue was primarily due to a decrease of $11.5 million largely resulting from the closure of all COCO site locations during fiscal year 2023, a decrease of $4.3 million in customer funded R&D and engineering services due to a decrease in development programs in part due to delays in the establishment of the government fiscal year 2024 budget, partially offset by an increase of $4.3 million associated with the recent Tomahawk acquisition. We expect the lower levels of UMS service revenues to continue through fiscal 2024 due to the closure of all COCO site locations during fiscal year 2023. With the higher backlog, the increase in the UMS product revenues as compared to the prior year period is expected to continue for the remainder of the fiscal year ending April 30, 2024.

Cost of Sales. Cost of sales for the three months ended January 27, 2024 was $119.3 million, as compared to $88.9 million for the three months ended January 28, 2023, representing an increase of $30.4 million, or 34%. The increase in cost of sales was a result of an increase in product cost of sales of $44.6 million, partially offset by a decrease in service costs of sales of $14.2 million. The increase in product costs of sales was primarily due to an increase of approximately $39 million associated with the increase in product revenue and approximately $4 million due to a mix shift to a higher proportion of lower margin products driven by the increase in Switchblade production and an increase of $2.4 million in inventory reserve charges primarily due to the introduction of our next generation products. The decrease in service cost of sales was primarily due to a decrease in service revenue driven by a decrease of $13.1 million due to the closure of all COCO sites in the prior year. Cost of sales for the three months ended January 27, 2024 included $4.0 million of intangible amortization and other related non-cash purchase accounting expenses as compared to $3.3 million for the three months ended January 28, 2023. As a percentage of revenue, cost of sales decreased from 66% to 64%, primarily due to an increase in the proportion of product revenue to total revenue and the prior year COCO operations costs, partially offset by a mix shift to lower margin products, resulting in an increase in gross margin from 34% to 36%.

Gross Margin. Gross margin is equal to revenue minus cost of sales.

Selling, General and Administrative. SG&A expense for the three months ended January 27, 2024 was $27.8 million, or 15% of revenue, as compared to SG&A expense of $24.7 million, or 18% of revenue, for the three months ended January 28, 2023. The increase in SG&A expense was primarily due to an increase of $3.1 million in employee related expenses primarily driven by an increase in average headcount to support our growth and expansion of our global business development team and an increase of $1.9 million of sales and marketing expense primarily driven by an increase in bid and proposal efforts, partially offset by a decrease in intangible amortization and other non-cash purchase accounting expenses of $2.3 million. The decrease in intangible amortization expense was primarily driven by the decrease in COCO customer relationship amortization of $3.1 million due to the accelerated amortization recorded during the three months ended April 30, 2023, partially offset by an increase of $0.7 million resulting from the Tomahawk acquisition.

Research and Development. R&D expense for the three months ended January 27, 2024 was $25.1 million, or 13% of revenue, as compared to R&D expense of $16.2 million, or 12% of revenue, for the three months ended January 28, 2023, primarily due to an increase in development activities regarding enhanced capabilities for our products, development of new product lines and support for our acquired businesses.

Interest Expense, net. Interest expense, net for the three months ended January 27, 2024 was $0.1 million compared to interest expense, net of $2.8 million for the three months ended January 28, 2023. The decrease in interest expense, net was primarily due to lower average outstanding balances on our debt facility and an increase of $1.3 million in interest income.

Other Income (Expense), net. Other income, net, for the three months ended January 27, 2024 was $1.0 million compared to other expense, net of $2.6 million for the three months ended January 28, 2023 primarily due to net unrealized gains associated with increases in the fair market value for equity security investments.

Provision for (Benefit from) Income Taxes. Our effective income tax rate was 8.3% for the three months ended January 27, 2024, as compared to 67.2% for the three months ended January 28, 2023. The decrease in our effective income tax rate was primarily due to an increase in income before income taxes combined with an increase in projected full year income before income taxes and increases in expected foreign-derived intangible income (“FDII”) deductions and federal R&D tax credits. The effective income tax rate for the three months ended January 27, 2024 was primarily impacted by expected federal R&D tax credits and FDII deductions.

Equity Method Investment Loss, net of Tax. Equity method investment loss, net of tax for the three months ended January 27, 2024 was $0.1 million as compared to equity method investment loss, net of tax of $0.4 million for the three months ended January 28, 2023.

Unmanned Systems

Revenue. UMS revenue for the three months ended January 27, 2024 was $113.3 million, as compared to $92.3 million for the three months ended January 28, 2023, representing an increase of $21.0 million, or 23%. The increase in revenue was due to an increase in product revenue of $29.6 million, partially offset by a decrease in service revenue of $8.6 million. The increase in product revenue was primarily due to an increase of $23.9 million largely resulting from increased product shipments of our Jump 20 and UGV product systems driven by increased global demand for our unmanned systems associated with the current global conflicts as well as U.S. D.o.D. resupply and $5.7 million associated with the recent Tomahawk acquisition. The decrease in service revenue was primarily due to decreases of $11.5 million from the closure of all COCO site locations during fiscal year 2023, partially offset by an increase of $4.3 million associated with the recent Tomahawk acquisition.

UMS Segment adjusted income from operations. UMS segment adjusted income from operations for the three months January 27, 2024 was $20.4 million, as compared to $11.8 million for the three months ended January 28, 2023, representing an increase of $8.6 million. The increase in UMS segment adjusted income from operations was primarily due to an increase of revenue of $21.0 million, partially offset by an increase of $7.9 million in cost of sales driven by increased sales volume of approximately $10 million, partially offset by a favorable sales mix of approximately $2 million primarily due to lower levels of COCO service revenue, partially offset by an increase in SG&A of $3.8 million driven by increased employee related expenses, partially offset by a decrease in intangible amortization of $2.4 million, and an in increase in R&D of $1.2 million due to development activities regarding enhanced capabilities for our products.

Loitering Munitions Systems

Revenue. LMS revenue for the three months ended January 27, 2024 was $57.7 million, as compared to $24.0 million for the three months ended January 28, 2023, representing an increase of $33.6 million, or 140%. The increase in revenue was due to an increase in product revenue of $35.1 million, partially offset by a decrease in service revenue of $1.5 million. The increase in product revenue was primarily due to increased production of our LMS systems primarily due to increased global demand for our loitering munitions systems associated with the current global conflicts as well as U.S. D.o.D. resupply. The decrease in service revenue was primarily due to decreases in customer-funded R&D activities primarily associated with the shift from development to production of certain Switchblade products.

LMS Segment adjusted income (loss) from operations. LMS segment adjusted income from operations for the three months January 27, 2024 was $7.6 million, as compared to LMS adjusted loss from operations of $(0.1) million for the three months ended January 28, 2023, representing an increase of $7.7 million. The increase in LMS segment adjusted income from operations was primarily due to an increase of $33.6 million of revenue, partially offset by an increase in cost of sales of $23.5 million primarily driven by increased sales volume, partially offset by an increase in SG&A of $1.5 million driven by increased sales and marketing activity related to higher demand and an in increase in R&D of $1.0 million due to development activities regarding enhanced capabilities for our products.

MacCready Works

Revenue. MW revenue for the three months ended January 27, 2024 was $15.6 million, as compared to $18.1 million for the three months ended January 28, 2023, representing a decrease of $2.4 million, or 13%. The decrease in revenue was due to a decrease in service revenue of $2.4 million. The decrease in service revenue was primarily due to a decrease of $3.3 million in customer funded R&D efforts in part due to delays in the establishment of the government fiscal year 2024 budget, partially offset by an increase in other engineering services revenue.

MW Segment adjusted (loss) income from operations. MW segment adjusted loss from operations for the three months January 27, 2024 was $(8.1) million, as compared to MW segment adjusted income from operations of $0.4 million for the three months ended January 28, 2023, representing an increased loss of $8.5 million. The increase in MW adjusted loss from operations was primarily due to an increase in R&D of $6.8 million due to increased investments largely related to HAPS development efforts to support the decrease in customer funded R&D programs in part due to delays in the establishment of the government fiscal year 2024 budget and a decrease in revenue of $2.4 million, partially offset by a decrease in cost of sales of $1.1 million driven by approximately $2 million related to unfavorable sales volume, partially offset by approximately $1 million related to favorable sales mix.

Nine Months Ended January 27, 2024 Compared to Nine Months Ended January 28, 2023

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

The following tables (in thousands) sets forth our segment revenue and segment adjusted income (loss) from operations generated by each reporting segment for the periods indicated. Segment adjusted income (loss) from operations is defined as income (loss) before income taxes, interest expense, net, other income (expense), net, intangible amortization, amortization of purchase accounting adjustment related to increasing the carrying value of certain assets to fair value, and acquisition related expenses. All corporate and headquarter expenses are allocated to the reportable segments.

Revenue. Revenue for the nine months ended January 27, 2024 was $519.7 million, as compared to $354.5 million for the nine months ended January 28, 2023, representing an increase of $165.2 million, or 47%. The increase in revenue was due to an increase in product revenue of $209.6 million, partially offset by a decrease in service revenue of $44.4 million. The increase in product revenue was primarily due to an increase of $158.3 million of product deliveries of our UMS products, including $8.3 million associated with the recent Tomahawk acquisition, and an increase of $49.9 million from the production of our Switchblade products. These increases were primarily driven by increased global demand for our unmanned systems and loitering munitions associated with the current global conflicts as well as U.S. D.o.D. resupply. The decrease in service revenue was primarily due to a decrease of $45.9 million due to the closure of all COCO site locations during fiscal year 2023 and a decrease of $8.0 million in customer funded R&D and engineering services due to a decrease in development programs in part due to delays in the establishment of the government fiscal year 2024 budget, partially offset by an increase of $5.2 million in training services associated with the increased sales volume and an increase of $4.9 million associated with the recent Tomahawk acquisition. We expect the lower levels of UMS service revenues to continue through fiscal 2024 due to the closure of all COCO site locations during fiscal year 2023. With the higher backlog, the increase in the UMS product revenues as compared to the prior year period is expected to continue for the remainder of the fiscal year ending April 30, 2024.

Cost of Sales. Cost of sales for the nine months ended January 27, 2024 was $311.4 million, as compared to $249.4 million for the nine months ended January 28, 2023, representing an increase of $62.1 million, or 25%. The increase in cost of sales was a result of an increase in product cost of sales of $112.9 million, partially offset by a decrease in service costs of sales of $50.9 million. The increase in product cost of sales was primarily due to an increase of approximately $126 million associated with the increase in product revenue, partially offset by an increase of $7.9 million in inventory reserve charges primarily related to the introduction of our next generation products and an increase of $2.5 million in intangible amortization expense primarily resulting from the Tomahawk acquisition. The decrease in service cost of sales was primarily related to a decrease in service revenue driven by a decrease of $52.4 million due to the closure of all COCO site locations in the prior year as well as a decrease of $3.3 million in intangible amortization expense due to intangible assets being fully amortized, partially offset by increases in costs of services for training services and the recent Tomahawk acquisition. Cost of sales for the nine months ended January 27, 2024 included $9.6 million of intangible amortization and other related non-cash purchase accounting expenses as compared to $10.4 million for the nine months ended January 28, 2023. As a percentage of revenue, cost of sales decreased from 70% to 60%, primarily due to an increase in the proportion of product revenue to total revenue and the prior year COCO operation costs resulting in an increase in gross margin from 30% to 40%.

Gross Margin. Gross margin is equal to revenue minus cost of sales.

Selling, General and Administrative. SG&A expense for the nine months ended January 27, 2024 was $79.8 million, or 15% of revenue, as compared to SG&A expense of $70.3 million, or 20% of revenue, for the nine months ended January 28, 2023. The increase in SG&A expense was primarily due to an increase in employee related expenses of $11.0 million driven by an increase in average headcount to support our growth and expansion of our global business development team, an increase in sales and marketing expense of $2.9 million primarily driven by an increase in bid and proposal efforts and an increase in depreciation expense of $1.7 million driven by increased capital to support our growth, partially offset by a decrease of $8.0 million in intangible amortization and other non-cash purchase accounting expenses. The decrease in intangible amortization expense was primarily driven by a decrease in COCO customer relationship amortization of $9.3 million due to the accelerated amortization of COCO customer relationships recorded during the three months ended April 30, 2023, partially offset by an increase of $1.0 million resulting from the Tomahawk acquisition.

Research and Development. R&D expense for the nine months ended January 27, 2024 was $62.6 million, or 12% of revenue, as compared to R&D expense of $47.8 million, or 13% of revenue, for the nine months ended January 28, 2023, primarily due to an increase in development activities regarding enhanced capabilities for our products, development of new product lines and to support our acquired businesses.

Interest Expense, net. Interest expense, net for the nine months ended January 27, 2024 was $4.1 million compared to interest expense, net of $6.7 million for the nine months ended January 28, 2023. The decrease in interest expense, net was primarily due to an increase of $2.1 million in interest income and lower average outstanding balances on debt, partially offset by higher interest rates on our debt facility.

Other Expense, net. Other expense, net, for the nine months ended January 27, 2024 was $3.0 million compared to other expense, net of $2.2 million for the nine months ended January 28, 2023. The increase in other expense, net is primarily due to unrealized losses associated with decreases in fair market value for equity security investments.

Provision for (Benefit from) Income Taxes. Our effective income tax rate was 6.3% for the nine months ended January 27, 2024, as compared to 38.3% for the nine months ended January 28, 2023. The decrease in our effective income tax rate was in part due to an increase in year to date actual and projected full year income before income taxes combined with increases in expected FDII deductions and federal R&D tax credits. The effective income tax rate for the nine months ended January 27, 2024 was primarily impacted by expected federal R&D tax credits and FDII deductions.

Equity Method Investment Loss, net of Tax. Equity method investment loss, net of tax for the nine months ended January 27, 2024 was $1.5 million as compared to $2.2 million for the nine months ended January 28, 2023.

Business Segment Results of Operations

Unmanned Systems

Revenue. UMS revenue for the nine months ended January 27, 2024 was $344.3 million, as compared to $221.7 million for the nine months ended January 28, 2023, representing an increase of $122.5 million, or 55%. The increase in revenue was due to an increase in product revenue of $158.3 million, partially offset by a decrease in service revenue of $35.7 million. The increase in product revenue was primarily due to an increase of $149.9 million largely resulting from increased product shipments of our SUAS family of systems, Jump 20 and UGV products systems driven by increased global demand for our unmanned systems associated with the current global conflicts as well as U.S. D.o.D. resupply and $8.3 million associated with the recent Tomahawk acquisition. The decrease in service revenue was primarily due to decreases of $45.9 million from the closure of all COCO site locations during fiscal year 2023, partially offset by an increase of $4.4 million associated with the recent Tomahawk acquisition and an increase of $3.9 million in training services associated with the increased sales volume.

UMS Segment adjusted income from operations. UMS segment adjusted income from operations for the nine months January 27, 2024 was $84.0 million, as compared to $5.2 million for the nine months ended January 28, 2023, representing an increase of $78.8 million. The increase in UMS segment adjusted income from operations was primarily due to an increase of $122.5 million in revenue, partially offset by an increase of $27.9 million in cost of sales driven by increased sales volume of approximately $55 million, partially offset by a favorable sales mix of approximately $27 million due to a mix shift to a higher proportion of international products sales and lower levels of COCO service revenue, partially offset by an increase in SG&A of $10.0 million driven by increased employee related expenses and an in increase in R&D of $4.7 million due to development activities regarding enhanced capabilities for our products, partially offset by a decrease in intangible amortization of $8.1 million.

Loitering Munitions Systems

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Revenue. LMS revenue for the nine months ended January 27, 2024 was $118.8 million, as compared to $78.1 million for the nine months ended January 28, 2023, representing an increase of $40.7 million, or 52%. The increase in revenue was due to an increase in product revenue of $49.9 million, partially offset by a decrease in service revenue of $9.2 million. The increase in product revenue was primarily due to increased production of our LMS systems primarily due to increased global demand for our unmanned systems associated with the current global conflicts as well as U.S. D.o.D. resupply. The decrease in service revenue was primarily due to a decrease of $9.6 million in customer-funded R&D activities primarily associated with the shift from development to production of certain Switchblade products.

LMS Segment adjusted income from operations. LMS segment adjusted income from operations for the nine months January 27, 2024 was $11.3 million, as compared to $0.8 million for the nine months ended January 28, 2023, representing an increase of $10.5 million. The increase in LMS segment adjusted income from operations was primarily due to an increase in revenue of $40.7 million and a decrease in R&D of $3.0 million associated with the shift from development to production of certain Switchblade products, partially offset by an increase in cost of sales of $29.3 million driven by increased sales volume of approximately $27 million and an unfavorable sales mix of approximately $2 million due to due to new contract awards with lower estimated margins and an increase in SG&A of $4.0 million driven by increased sales and marketing activity related to higher demand.

MacCready Works

Revenue. MW revenue for the nine months ended January 27, 2024 was $56.6 million, as compared to $54.6 million for the nine months ended January 28, 2023, representing an increase of $2.0 million, or 4%. The increase in revenue was primarily due to an increase of $1.5 million in product sales. The increase in product sales is due to an increase in product deliveries as certain development programs begin to shift from development to early production.

MW Segment adjusted (loss) income from operations. MW segment adjusted loss from operations for the nine months January 27, 2024 was $(14.6) million, as compared to MW segment adjusted income from operations of $4.1 million for the nine months ended January 28, 2023, representing an increased loss of $18.7 million. The increase in MW adjusted loss from operations was primarily due to an increase in R&D of $13.2 million due to increased investments largely related to HAPS development efforts to support the decrease in customer funded R&D programs in part due to delays in the establishment of the government fiscal year 2024 budget, an increase in costs of sales of $4.9 million driven by approximately $4 million related to unfavorable sales mix and approximately $1 million related to sales volume and an increase in SG&A of $2.9 million driven by increased employee related expenses and sales and marketing activity, partially offset by an increase in revenue of $2.0 million.

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 January 27, 2024, our funded backlog was approximately $462.8 million, as compared to $424.1 million as of April 30, 2023.

In addition to our funded backlog, we also had unfunded backlog of $132.7 million as of January 27, 2024. Unfunded backlog does not meet the definition of a performance obligation under ASC 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 does not include the remaining potential value associated with a U.S. Army IDIQ-type contract for SUAS 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. 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 September 8, 2022, we filed an S-3 shelf registration statement to offer and sell shares of our common stock, including a prospectus supplement in relation to an Open Market Sale AgreementSM, also dated September 8, 2022, with Jefferies LLC relating to the proposed offer and sale of shares of our common stock having an aggregate offering price of up to $200.0 million from time to time through Jefferies LLC as our sales agent. As of October 28, 2023, we completed the Open Market Sale AgreementSM and sold 1,917,100 of our shares for total gross proceeds of $200.0 million and $194.0 million proceeds received, net of commission expense and $193.1 million net of equity issuance costs. During the nine months ended January 27, 2024, we sold 807,370 shares for total gross proceeds of $91.3 million, total proceeds received of $88.6 million, net of commission expense and $88.4 million net of equity issuance costs.

On February 19, 2021 in connection with the consummation of the Arcturus acquisition, we entered into the Credit Agreement for (i) the Revolving Facility, and (ii) the Term Loan Facility, and together with the Revolving Credit Facility, 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. Our ability to borrow under the Revolving Facility is reduced by outstanding letters of credit of $13.3 million as of January 27, 2024. As of January 27, 2024, approximately $86.7 million was available under the Revolving Facility. Borrowings under the Revolving Facility may be used for working capital and other general corporate purposes. Refer to Note 9—Debt to our unaudited condensed 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 €7.0 million ($7.6 million) available for issuing letters of credit of which €0.7 million ($0.8 million) was outstanding as of January 27, 2024.

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. 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, marketing acceptance and adoption of our products and services, and possible acquisition of entities. 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 Agreement 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.

During the fiscal year ended April 30, 2022, we made certain commitments outside of the ordinary course of business, including capital contribution commitments to a second limited partnership fund. Under the terms of a new limited partnership agreement, we have committed to make capital contributions to such fund totaling $20.0 million, inclusive of the expected reinvestment of distributions from our existing limited partnership fund, of which $12.3 million was remaining at January 27, 2024. The contributions are anticipated to be paid over the next four fiscal years. The UGV second year earnout of €2.0 million (approximately $2.1 million) was paid in November 2023. The Tomahawk acquisition closed on September 15, 2023, and we paid a total purchase price of $134.4 million consisting of $109.8 million in stock and $24.2 million from cash on hand, net of cash acquired. Due to the new internal revenue service tax capitalization rules, Section 174, which requires R&D expenditures to be capitalized and amortized over a 5 year period for tax purposes, we expect an increase in cash paid for U.S. federal income taxes during the fiscal year ending April 30, 2024 and future fiscal years relative to prior periods.

Cash Flows

The following table provides our cash flow data for the nine months ended January 27, 2024 and January 28, 2023 (in thousands):

(Unaudited)

Cash Provided by Operating Activities. Net cash provided by operating activities for the nine months ended January 27, 2024 increased by $18.2 million to $27.0 million, as compared to net cash provided by operating activities of $8.8 million for the nine months ended January 28, 2023. The increase in net cash provided by operating activities was primarily due to an increase in net income of $69.3 million, partially offset by a decrease in cash as a result of changes in operating assets and liabilities of $40.5 million, largely related to unbilled receivables and retentions, other liabilities, accounts payable, and prepaid expenses and other assets due to year over year timing differences as well as a decrease in non-cash expenses of $10.6 million primarily due to a decrease in depreciation and amortization, partially offset by an increase in inventory reserve.

Cash (Used in) Provided by Investing Activities. Net cash used in investing activities increased by $42.3 million to $41.4 million for the nine months ended January 27, 2024, as compared to net cash provided by investing activities of $0.9 million for the nine months ended January 28, 2023. The increase in net cash used in investing activities was primarily due to a decrease in net redemptions of available-for-sale investments of $24.6 million and an increase in business acquisitions, net of cash acquired of $19.1 million, partially offset by a decrease in equity securities investments of $5.1 million.

Cash Used in Financing Activities. Net cash used in financing activities increased by $8.2 million to $10.6 million for the nine months ended January 27, 2024, as compared to net cash used in financing activities of $2.4 million for the nine months ended January 28, 2023. The increase in net cash used in financing activities was primarily due to an increase in the principal payment of the term loan of $72.5 million, partially offset by an increase in proceeds from shares issued of $68.3 million.

New Accounting Standards

Please refer to Note 1—Organization and Significant Accounting Policies to our unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for the conclusion that we did not adopt any accounting standards during the nine months ended January 27, 2024.

In the ordinary course of business, we are exposed to various market risk factors, including fluctuations in interest rates, changes in general economic conditions, domestic and foreign competition, and foreign currency exchange rates.

Interest Rate Risk

It is our policy not to enter into interest rate derivative financial instruments. On February 19, 2021 in connection with the consummation of the Arcturus Acquisition, we entered into the Credit Facilities. The current outstanding balance of the Credit Facilities is $40.0 million and bears a variable interest rate. The market interest rate has increased significantly, and if market interest rates continue to increase, interest due on the Credit Facilities would increase.

Foreign Currency Exchange Rate Risk

Since a significant part of our sales and expenses are denominated in U.S. dollars, we have not experienced significant foreign exchange gains or losses to date. We occasionally engage in forward contracts in foreign currencies to limit our exposure on non-U.S. dollar transactions. With the acquisition of Telerob, a portion of our cash balance is denominated in Euros which is Telerob’s functional currency.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by Rule 13a-15(b) under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as of January 27, 2024, the end of the period covered by this Quarterly Report on Form 10-Q.

Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of January 27, 2024, the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were effective and were operating at a reasonable assurance level.

Changes in Internal Control over Financial Reporting

On September 15, 2023, we acquired Tomahawk, and, as a result, we have begun integrating certain processes, systems and controls relating to Tomahawk into our existing system of internal control over financial reporting in accordance with our integration plans. We do not believe these represent a material change. There were changes in our internal control over financial reporting or in other factors identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 under the Exchange Act that occurred during the quarter ended January 27, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There have been no material changes to the risk factors disclosed under Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the fiscal year ended April 30, 2023. Please refer to that section for disclosures regarding the risks and uncertainties related to our business.