Form 8-K - Current report

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 4, 2024

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 4, 2024, AeroVironment, Inc. (the “Company”) issued a press release announcing third quarter financial results for the period ended January 27, 2024, 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 2024 financial results for the period ended January 27, 2024. 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 4, 2024.
99.2		Presentation regarding AeroVironment, Inc.’s third quarter fiscal 2024 financial results dated March 4, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 4, 2024	By:	/s/ Wahid Nawabi
		Wahid Nawabi
		Chairman, President and Chief Executive Officer

Exhibit 99.1

AeroVironment Announces Fiscal 2024 Third Quarter Results

ARLINGTON, VA, March 4, 2024 — AeroVironment, Inc. (“AeroVironment” or the “Company”) reported today financial results for the fiscal third quarter ended January 27, 2024.

Third Quarter Highlights:

●

Record third quarter revenue of $186.6 million, up 39% year-over-year

●

Third quarter net income of $13.9 million and adjusted EBITDA of $28.8 million, increases of $14.6 million and $5.1 million, year-over-year, respectively

●

Funded backlog of $462.8 million as of January 27, 2024

“Once again, AeroVironment has delivered outstanding results, including a record for third quarter revenue that’s nearly 40% above the same period last fiscal year,” said Wahid Nawabi, AeroVironment chairman, president and chief executive officer. “Solid bottom-line results, fueled by record demand and strong operating execution, have us on track for our best year ever. In addition, the Company continues to show tremendous growth in the Loitering Munition Systems segment, which delivered record revenue in the quarter.

With the increased global demand for our solutions, strong backlog and growing pipeline, AeroVironment remains well positioned for continued growth. As such, we are raising and narrowing our fiscal year revenue guidance for 2024 to between $700 million and $710 million, and we continue to anticipate double-digit revenue growth in fiscal year 2025.”

FISCAL 2024 THIRD QUARTER RESULTS

Revenue for the third quarter of fiscal 2024 was $186.6 million, an increase of 39% as compared to $134.4 million for the third quarter of fiscal 2023, reflecting higher product sales of $64.7 million, partially offset by lower service revenue of $12.5 million. From a segment standpoint, the year-over-year increase was due to revenue growth in Loitering Munitions Systems (“LMS”) of 140% and Unmanned Systems (“UMS”) of 23%, partially offset by a decrease in MacCready Works (“MW”) of 13%.

Gross margin for the third quarter of fiscal 2024 was $67.3 million, an increase of 48% as compared to $45.5 million for the third quarter of fiscal 2023, reflecting higher product margin of $20.1 million and higher service gross margin of $1.7 million. As a percentage of revenue, gross margin increased to 36% from 34%, primarily due to an increase in the proportion of product revenue to total revenue, partially offset by an unfavorable product mix. Gross margin was favorably impacted by a decrease in depreciation charges for in-service assets of $5.3 million related to the closure of COCO site locations during fiscal year 2023. Gross margin was negatively impacted by $4.0 million of intangible amortization expense and other related non-cash purchase accounting expenses in the third quarter of fiscal 2024 as compared to $3.3 million in the third quarter of fiscal 2023.

Income from operations for the third quarter of fiscal 2024 was $14.3 million as compared to $4.6 million for the third quarter of last fiscal year. The increase year-over-year was primarily due higher gross margin of $21.8 million, partially offset by increases in research and development (“R&D”) expense of $9.0 million and selling, general and administrative (“SG&A”) expense of $3.1 million.

Other income, net, for the third quarter of fiscal 2024 was $0.9 million, as compared to other loss, net of $5.4 million for the third quarter of last fiscal year. The increase in other income, net was primarily due to increases in net unrealized gains on investment holdings and interest income and a decrease in interest expense.

Provision for income taxes for the third quarter of fiscal 2024 was $1.3 million, as compared to a benefit of $(0.5) million for the third quarter of last fiscal year. The increase in provision for income taxes was primarily attributable to an increase in income before income taxes.

Net income attributable to AeroVironment for the third quarter of fiscal 2024 was $13.9 million, or $0.50 per diluted share, as compared to net loss attributable to AeroVironment of $(0.7) million, or $(0.03) per diluted share, in the prior-year period, respectively.

Non-GAAP adjusted EBITDA for the third quarter of fiscal 2024 was $28.8 million and non-GAAP earnings per diluted share were $0.63, as compared to $23.7 million and $0.33, respectively, for the third quarter of fiscal 2023.

BACKLOG

As of January 27, 2024, funded backlog (defined as remaining performance obligations under firm orders for which funding is currently appropriated to us under a customer contract) was $462.8 million, as compared to $424.1 million as of April 30, 2023.

FISCAL 2024 — OUTLOOK FOR THE FULL YEAR

For fiscal year 2024, the Company now expects revenue of between $700 million and $710 million, net income of between $51 million and $55 million, Non-GAAP adjusted EBITDA of between $122 million and $127 million, earnings per diluted share of between $1.86 and $2.00 and non-GAAP earnings per diluted share, which excludes amortization of intangible assets, other non-cash purchase accounting expenses and equity securities investments gains or losses, of between $2.69 and $2.83.

The foregoing estimates are forward-looking and reflect management’s view of current and future market conditions, subject to certain risks and uncertainties, including certain assumptions with respect to our ability to efficiently and on a timely basis integrate acquisitions, obtain and retain government contracts, changes in the timing and/or amount of government spending, react to 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, Monday, March 4, 2024, 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.

Investors may access the call by registering via the following participant registration link up to ten minutes prior to the start time.

Participant registration URL: https://register.vevent.com/register/BI2e69517f68da41c0ade849312a1992e2

Investors may also 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 third quarter fiscal year 2024 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 ability to successfully close and integrate acquisitions into our operations and avoid disruptions from acquisition transactions that will harm our business, including the acquisition of Tomahawk Robotics; the recording of goodwill and other intangible assets as part of acquisitions that are subject to potential impairments in the future and any realization of such impairments; any actual 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, including uncertainties in classification, pricing or potentially burdensome imposed terms for certain types of government contracts; availability of U.S. government funding for defense procurement and R&D programs; changes in the timing and/or amount of government spending, including due to continuing resolutions; adverse impacts of a U.S. government shutdown; our reliance on limited relationships to fund our development of HAPS UAS; our ability to perform under existing contracts and obtain new contracts; risks related to our international business, including compliance with export control laws; the extensive and increasing 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 or the risk of unauthorized access to and resulting misuse of our, our customers’ and/or our suppliers’ information and systems; 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; unexpected changes in significant operating expenses, including components and raw materials; failure to develop new products or integrate new technology into current products; any increase in litigation activity or unfavorable results in legal proceedings, including pending class actions; our ability to respond and adapt to legal, regulatory and government budgetary changes, including those resulting from the impact of pandemics and similar outbreaks; 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; and the failure to establish and maintain effective internal control over financial reporting. 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 –

AeroVironment, Inc.

Consolidated Statements of Operations

(In thousands except share and per share data)


	Three Months Ended				Nine Months Ended
	January 27,		January 28,		January 27,		January 28,
	2024		2023		2024		2023

	(Unaudited)				(Unaudited)
Revenue:
Product sales	$	155,923	$	91,216	$	421,173	$	211,533
Contract services		30,655		43,179		98,568		142,962
		186,578		134,395		519,741		354,495
Cost of sales:
Product sales		99,486		54,866		240,126		127,210
Contract services		19,805		34,019		71,318		122,171
		119,291		88,885		311,444		249,381
Gross margin:
Product sales		56,437		36,350		181,047		84,323
Contract services		10,850		9,160		27,250		20,791
		67,287		45,510		208,297		105,114
Selling, general and administrative		27,826		24,746		79,800		70,302
Research and development		25,127		16,157		62,618		47,793
Income (loss) from operations		14,334		4,607		65,879		(12,981)
Other income (loss):
Interest expense, net		(114)		(2,810)		(4,072)		(6,722)
Other income (expense), net		1,004		(2,587)		(2,983)		(2,183)
Income (loss) before income taxes		15,224		(790)		58,824		(21,886)
Provision for (benefit from) income taxes		1,259		(531)		3,710		(8,382)
Equity method investment loss, net of tax		(80)		(417)		(1,494)		(2,190)
Net income (loss)		13,885		(676)		53,620		(15,694)
Net income attributable to noncontrolling interest		—		—		—		(45)
Net income (loss) attributable to AeroVironment, Inc.	$	13,885	$	(676)	$	53,620	$	(15,739)
Net income (loss) per share attributable to AeroVironment, Inc.
Basic	$	0.50	$	(0.03)	$	1.99	$	(0.63)
Diluted	$	0.50	$	(0.03)	$	1.98	$	(0.63)
Weighted-average shares outstanding:
Basic		27,907,568		25,012,412		26,957,061		24,906,977
Diluted		28,044,127		25,012,412		27,061,409		24,906,977

AeroVironment, Inc.

Consolidated Balance Sheets

(In thousands except share data)


	January 27,		April 30,
	2024		2023
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	107,694	$	132,859
Accounts receivable, net of allowance for doubtful accounts of $88 at January 27, 2024 and $156 at April 30, 2023		53,236		87,633
Unbilled receivables and retentions		148,588		105,653
Inventories, net		161,384		138,814
Income taxes receivable		8,081		—
Prepaid expenses and other current assets		21,708		12,043
Total current assets		500,691		477,002
Long-term investments		21,282		23,613
Property and equipment, net		45,053		39,795
Operating lease right-of-use assets		28,904		27,363
Deferred income taxes		21,378		27,206
Intangibles, net		77,597		43,577
Goodwill		275,189		180,801
Other assets		10,205		5,220
Total assets	$	980,299	$	824,577
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	26,969	$	31,355
Wages and related accruals		28,443		35,637
Customer advances		17,536		16,645
Current portion of long-term debt		7,500		7,500
Current operating lease liabilities		8,934		8,229
Income taxes payable		797		2,342
Other current liabilities		17,352		19,626
Total current liabilities		107,531		121,334
Long-term debt, net of current portion		31,292		125,904
Non-current operating lease liabilities		21,978		21,189
Other non-current liabilities		2,105		746
Liability for uncertain tax positions		2,705		2,705
Deferred income taxes		1,703		1,729
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.0001 par value:
Authorized shares—10,000,000; none issued or outstanding at January 27, 2024 and April 30, 2023		—		—
Common stock, $0.0001 par value:
Authorized shares—100,000,000
Issued and outstanding shares—28,136,735 shares at January 27, 2024 and 26,216,897 shares at April 30, 2023		4		4
Additional paid-in capital		593,228		384,397
Accumulated other comprehensive loss		(4,888)		(4,452)
Retained earnings		224,641		171,021
Total stockholders' equity		812,985		550,970
Total liabilities and stockholders’ equity	$	980,299	$	824,577

AeroVironment, Inc.

Consolidated Statements of Cash Flows

(In thousands)


	Nine Months Ended
	January 27,		January 28,
	2024		2023

	(Unaudited)
Operating activities
Net income (loss)	$	53,620	$	(15,694)
Adjustments to reconcile net income (loss) to cash provided by operating activities:
Depreciation and amortization		24,969		48,109
Loss from equity method investments		1,494		2,190
Amortization of debt issuance costs		638		634
Provision for doubtful accounts		(67)		5
Reserve for inventory excess and obsolescence		11,668		3,787
Other non-cash expense, net		783		935
Non-cash lease expense		6,923		5,866
Loss on foreign currency transactions		54		38
Unrealized loss on available-for-sale equity securities, net		2,712		1,798
Deferred income taxes		(1,604)		(1,250)
Stock-based compensation		12,425		7,108
Loss on disposal of property and equipment		115		1,193
Amortization of debt securities discount		—		125
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable		36,387		6,847
Unbilled receivables and retentions		(41,950)		(5,098)
Inventories		(31,901)		(43,111)
Income taxes receivable		(8,081)		(9,388)
Prepaid expenses and other assets		(15,896)		(3,114)
Accounts payable		(10,003)		7,789
Other liabilities		(15,321)		(157)
Net cash provided by operating activities		26,965		8,612
Investing activities
Acquisition of property and equipment		(13,901)		(10,116)
Equity method investments		(1,875)		(2,774)
Equity security investments		—		(5,100)
Acquisition of intangibles		(1,500)		—
Business acquisitions, net of cash acquired		(24,156)		(5,105)
Proceeds from deconsolidation of previously controlled subsidiary, net of cash deconsolidated		—		(635)
Redemptions of available-for-sale investments		—		25,945
Purchases of available-for-sale investments		—		(1,326)
Net cash (used in) provided by investing activities		(41,432)		889
Financing activities
Principal payments of term loan		(95,000)		(22,500)
Holdback and retention payments for business acquisition		(500)		—
Payment of contingent consideration		(2,132)		—
Proceeds from shares issued, net of issuance costs		88,437		20,104
Payment of debt issuance costs		(37)		—
Tax withholding payment related to net settlement of equity awards		(1,370)		(853)
Exercise of stock options		—		868
Other		(19)		(21)
Net cash used in financing activities		(10,621)		(2,402)
Effects of currency translation on cash and cash equivalents		(77)		695
Net (decrease) increase in cash, cash equivalents, and restricted cash		(25,165)		7,794
Cash, cash equivalents and restricted cash at beginning of period		132,859		77,231
Cash, cash equivalents and restricted cash at end of period	$	107,694	$	85,025
Supplemental disclosures of cash flow information
Cash paid, net during the period for:
Income taxes	$	15,195	$	1,192
Interest	$	5,850	$	5,697
Non-cash activities
Issuance of common stock for business acquisition	$	109,820	$	—
Unrealized gain on available-for-sale investments, net of deferred tax expense of $0 for the nine months ended January 27, 2024 and January 28, 2023, respectively	$	—	$	(26)
Change in foreign currency translation adjustments	$	(436)	$	1,433
Issuances of inventory to property and equipment, ISR in-service assets	$	—	$	4,677
Acquisitions of property and equipment included in accounts payable	$	2,519	$	731

AeroVironment, Inc.

Reportable Segment Results (Unaudited)

(In thousands)


	Three Months Ended January 27, 2024
	UMS		LMS		MW		Total
Revenue:
Product sales	$	104,522	$	51,338	$	63	$	155,923
Contract services		8,768		6,320		15,567		30,655
	$	113,290	$	57,658	$	15,630	$	186,578

Segment adjusted income (loss) from operations	$	20,417	$	7,562	$	(8,103)


	Three Months Ended January 28, 2023
	UMS		LMS		MW		Total
Revenue:
Product sales	$	74,966	$	16,203	$	47	$	91,216
Contract services		17,363		7,812		18,004		43,179
	$	92,329	$	24,015	$	18,051	$	134,395

Segment adjusted income (loss) from operations	$	11,792	$	(129)	$	376

AeroVironment, Inc.

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



	Three Months Ended		Three Months Ended		Nine Months Ended		Nine Months Ended
	January 27, 2024		January 28, 2023		January 27, 2024		January 28, 2023

Earnings (loss) per diluted share	$	0.50	$	(0.03)	$	1.98	$	(0.63)
Acquisition-related expenses		—		0.01		0.05		0.04
Amortization of acquired intangible assets and other purchase accounting adjustments		0.16		0.22		0.38		0.69
Equity method and equity securities investments activity, net		(0.03)		0.13		0.16		0.16
Earnings per diluted share as adjusted (Non-GAAP)	$	0.63	$	0.33	$	2.57	$	0.26

Reconciliation of non-GAAP adjusted EBITDA (Unaudited)



	Three Months Ended		Three Months Ended		Nine Months Ended		Nine Months Ended
(in millions)	January 27, 2024		January 28, 2023		January 27, 2024		January 28, 2023
Net income (loss)	$	13.9	$	(0.7)	$	53.6	$	(15.7)
Interest expense, net		0.1		2.8		4.1		6.7
Provision for (benefit from) income taxes		1.3		(0.5)		3.7		(8.4)
Depreciation and amortization		9.6		15.8		25.0		48.1
EBITDA (Non-GAAP)		24.9		17.4		86.4		30.7
Stock-based compensation		4.2		2.7		12.4		7.1
Equity method and equity securities investments activity, net		(0.7)		3.2		4.2		4.0
Amortization of cloud computing arrangement implementation		0.5		0.1		0.9		0.4
Acquisition-related expenses		(0.1)		0.3		1.7		1.2
Adjusted EBITDA (Non-GAAP)	$	28.8	$	23.7	$	105.6	$	43.4

Reconciliation of Forecast Earnings per Diluted Share (Unaudited)



	Fiscal year ending
	April 30, 2024
Forecast earnings per diluted share	$	1.86 - 2.00
Acquisition-related expenses		0.05
Amortization of acquired intangible assets and other purchase accounting adjustments		0.54
Equity method and equity securities investments activity, net		0.24
Forecast earnings per diluted share as adjusted (Non-GAAP)	$	2.69 - 2.83

Reconciliation of 2024 Forecast and Fiscal Year 2023 Actual Non-GAAP adjusted EBITDA (Unaudited)



	Fiscal year ending		Fiscal year ended
(in millions)	April 30, 2024		April 30, 2023
Net income (loss)	$	51 - 55	$	(176)
Interest expense, net		5		9
Provision for (benefit from) income taxes		3 - 4		(15)
Depreciation and amortization		36		100
EBITDA (Non-GAAP)		95 - 100		(82)
Amortization of cloud computing arrangement implementation		1		1
Stock-based compensation		17		11
Equity method and equity securities investments activity, net		7		3
Acquisition-related expenses		2		1
Goodwill impairment		—		156
Adjusted EBITDA (Non-GAAP)	$	122 - 127	$	90

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, goodwill impairment and acquisition related expenses.

Non-GAAP Earnings per Diluted Share

We exclude the acquisition-related expenses, amortization of acquisition-related intangible assets, equity securities investments gains or losses, goodwill impairment 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 non-cash items, including amortization of implementation of cloud computing arrangements, stock-based compensation, acquisition related expenses, equity method investment gains or losses, equity securities investments gains or losses, goodwill impairment 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.

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Exhibit 99.2

Slide 2 052620 | © 2024 AeroVironment, Inc. Safe Harbor Statement 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 ability to successfully close and integrate acquisitions into our operations and avoid disruptions from acquisition transactions that will harm our business, including the acquisition of Tomahawk Robotics; the recording of goodwill and other intangible assets as part of acquisitions that are subject to potential impairments in the future and any realization of such impairments; any actual 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, including uncertainties in classification, pricing or potentially burdensome imposed terms for certain types of government contracts; availability of U.S. government funding for defense procurement and R&D programs; changes in the timing and/or amount of government spending, including due to continuing resolutions; adverse impacts of a U.S. government shutdown; our reliance on limited relationships to fund our development of HAPS UAS; our ability to perform under existing contracts and obtain new contracts; risks related to our international business, including compliance with export control laws; the extensive and increasing 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 or the risk of unauthorized access to and resulting misuse of our, our customers’ and/or our suppliers’ information and systems; 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; unexpected changes in significant operating expenses, including components and raw materials; failure to develop new products or integrate new technology into current products; any increase in litigation activity or unfavorable results in legal proceedings, including pending class actions; our ability to respond and adapt to legal, regulatory and government budgetary changes, including those resulting from the impact of pandemics and similar outbreaks; 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; and the failure to establish and maintain effective internal control over financial reporting. 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.

Slide 3 052620 | © 2024 AeroVironment, Inc. Third Quarter Fiscal Year 2024 Key Messages Achieved record third-quarter revenue of $187 million, a nearly 40% increase YoY with strong bottom-line results Loitering munitions segment delivered record quarterly revenue and continues to ramp production to meet surging demand Given strong performance, raising and tightening guidance Continue to expect double-digit revenue growth in fiscal year 2025

Slide 4 052620 | © 2024 AeroVironment, Inc. Third Quarter Results Fiscal Year 2024 1 Q3 GAAP EPS was $0.50 per diluted share. Refer to Reconciliation of Non-GAAP Earnings Per Diluted Share on Appendix A 2.Q3 GAAP Net income was $13.9M. Refer to Adjusted EBITDA reconciliation on Appendix D. * Figures include impact from Tomahawk acquisition Slide 4 | © 2024 AeroVironment, Inc. Metric Q3 FY24 Year-Over-Year Change Notes Revenue $186.6 m +39% Overall increase driven by higher sales in UMS segment and record sales in LMS segment. GAAP Gross Margin $67.3 m +48% Increase driven by higher sales volume, greater mix of product sales, and higher service margins. Adjusted EBITDA2 $28.8 m +21% Increase due to higher gross profit partially offset by higher R&D and SG&A expenditures. Non-GAAP EPS (diluted)1 $0.63 +91% Increase due to higher gross profit partially offset by higher R&D and SG&A expenditures. Funded Backlog $462.8 m +12% Strong backlog driven by increasing global demand and LMS orders.

Slide 5 052620 | © 2024 AeroVironment, Inc. backlog of Slide 5 QUARTERLY REVENUE BY SEGMENT QUARTERLY REVENUE BY TYPE Revenue Mix by Segment and Type 68% 76% 78% 81% 84% 32% 24% 22% 19% 16% 34% 37% 43% 42% 36% 0% 10% 20% 30% 40% 50% 60% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% Q3 FY23 Q4 FY23 Q1 FY24 Q2 FY24 Q3 FY24 Gross Margin Percentage Quarterly Revenue Product Revenue Service Revenue GAAP Gross Margin Q3 FY23 Q4 FY23 Q1 FY24 Q2 FY24 Q3 FY24 MW $18.1 $21.4 $23.2 $17.8 $15.6 LMS $24.0 $42.5 $30.9 $30.2 $57.7 UMS $92.3 $122.2 $98.2 $132.8 $113.3 $- $20.0 $40.0 $60.0 $80.0 $100.0 $120.0 $140.0 $160.0 $180.0 $200.0 Revenue in millions MW LMS UMS $186.6 $134.4 $152.3 $186.0 $180.8 Prior quarter segments reclassified to conform to the current year segments | UMS: Unmanned Systems (includes Tomahawk) | LMS: Loitering Munitions Systems | MW: MacCready Works

Slide 6 052620 | © 2024 AeroVironment, Inc. Adjusted Profitability by Type and Non-GAAP EPS 41% 47% 49% 47% 38% 26% 13% 28% 28% 40% 36% 39% 45% 43% 38% 0% 10% 20% 30% 40% 50% 60% Q3 FY23 Q4 FY23 Q1 FY24 Q2 FY24 Q3 FY24 Adj Product Margin Adj Service Margin Total Adj Gross Margin 1 Q3 GAAP Product Margin of 36% and Service Margin of 35%. Refer to GAAP to NON-GAAP reconciliation on Appendix C. | 2 Refer to Reconciliation of Non-GAAP Diluted Earnings Per Share on Appendix A. $0.33 $0.63 $- $0.10 $0.20 $0.30 $0.40 $0.50 $0.60 $0.70 Q3 FY23 Q3 FY24 Slide 6 | © 2024 AeroVironment, Inc. NON-GAAP DILUTED EPS2 PERCENTAGE ADJUSTED GROSS MARGIN1

Slide 7 052620 | © 2024 AeroVironment, Inc. Updated Guidance: Fiscal 2024 Outlook AS OF 03/04/2024 FY23 RESULTS FY24 REVISED GUIDANCE EXPECTED % CHANGE (TO MIDPOINT) Revenue $541 million $700 million - $710 million 30% Net (Loss)/Income5 ($176 million) $51 million – $55 million --- Adjusted EBITDA 2 $90 million $122 million–$127 million4 38% Earnings/(Loss) 5 Per Share (diluted) ($7.04) $1.86 – $2.00 --- Non-GAAP Earnings Per Share (diluted) $1.26 3 $2.69 – $2.83 1 119% 1 Refer to Reconciliation of Fiscal Year 2024 Non-GAAP Diluted Earnings Per Share Expectations on Appendix B. 2 Refer to Adjusted EBITDA reconciliation on Appendix D. 3 Refer to Reconciliation of Fiscal Year 2023 Non-GAAP Diluted Earnings Per Share on Appendix F. 4 Refer to Reconciliation of Non-GAAP Fiscal Year 2024 Adjusted EBITDA Expectations on Appendix E. R&D investment increasing to between 13%-14% for FY24. 5 FY23 net loss and GAAP EPS impacted by the following non-cash charges related to the MUAS segment: $156m goodwill impairment charge, $34m accelerated intangible amortization, and $12m accelerated depreciation. Increasing and narrowing FY24 Guidance ranges due to record Q3 revenue performance and strong visibility. Expect R&D Expenses between 13%-14% of Revenues in FY24.

Slide 8 052620 | © 2024 AeroVironment, Inc. Visibility for FY24 $152.3 $333.2 $519.7 $384.0 $433.2 $327.8 $180.8 $103.6 $0.7 $8.0 $17.9 $38.8 $14.7 $3.3 $- $100 $200 $300 $400 $500 $600 $700 $800 $900 Q4 FY23 (6/27/23) Q1 FY24 (9/5/23) Q2 FY24 (12/5/23) Q3 FY24 (3/4/24) Revenue Anticipated This FY from Unfunded Backlog Revenue Anticipated This FY from Qtr-To-Date Bookings Revenue Anticipated This FY from Funded Backlog Revenue Year-To-Date 1 Based on prior midpoint of guidance range of $630-$660 million |2 Based on midpoint of revised guidance range of $645-$675 million | 3 Based on midpoint of revised guidance range of $685-$705 million | 4 Based on midpoint of revised guidance range of $700-$710 million Revenue Guidance Range: $645m to $675m Guidance revised three times in FY2024. Record Q3 revenue and strong visibility supports revised revenue guidance range. REVENUE (MILLIONS) Revenue Guidance Range: $630m to $660m 100%+ visibility2 78% visibility1 98% visibility3 Revenue Guidance Range: $685m to $705m 100% visibility4 Revenue Guidance Range: $700m to $710m $1.2

Slide 11 052620 | © 2024 AeroVironment, Inc. Fiscal year ending April 30, 2024 Forecast earnings per diluted share $ 1.86 - 2.00 Acquisition-related expenses 0.05 Amortization of acquired intangible assets and other purchase accounting adjustments 0.54 Equity method and equity securities investments activity, net 0.24 Forecast earnings per diluted share as adjusted (Non-GAAP) $ 2.69 - 2.83 APPENDIX B – RECONCILIATION OF FISCAL YEAR 2024 NON-GAAP DILUTED EARNINGS PER SHARE EXPECTATIONS (UNAUDITED)

Slide 12 052620 | © 2024 AeroVironment, Inc. (in thousands) Fiscal 3rd Quarter FY2023 Fiscal 4th Quarter FY2023 Fiscal 1st Quarter FY2024 Fiscal 2nd Quarter FY2024 Fiscal 3rd Quarter FY2024 Products Gross Margin $ 36,350 $ 65,320 $ 57,863 $ 66,747 $ 56,437 Intangible Amortization $ 1,026 $ 1,034 $ 1,041 $ 1,856 $ 2,681 Adjusted Gross Margin $ 37,376 $ 66,354 $ 58,904 $ 68,603 $ 59,118 Adj. Prod GM% 41.0% 46.9% 49.3% 47.1% 37.9% Services Gross Margin $ 9,160 $ 3,080 $ 7,797 $ 8,603 $ 10,850 Intangible Amortization $ 2,282 $ 2,584 $ 1,356 $ 1,356 $ 1,356 Adjusted Gross Margin $ 11,442 $ 5,664 $ 9,153 $ 9,959 $ 12,206 Adj. Service GM% 26.5% 12.7% 27.8% 28.4% 39.8% APPENDIX C – GAAP TO NON-GAAP RECONCILIATION OF ADJUSTED GROSS MARGIN

Slide 13 052620 | © 2024 AeroVironment, Inc. APPENDIX D – HISTORICAL ADJUSTED EBITDA RECONCILIATION – (in thousands) Fiscal 3rd Quarter FY2023 Fiscal 4th Quarter FY2023 Full Fiscal Year FY23 Fiscal 1st Quarter FY2024 Fiscal 2nd Quarter FY2024 Fiscal 3rd Quarter FY2024 Net Income from continued operations $ (676) $ (160,473) $ (176,212) $ 21,895 $ 17,840 $ 13,885 Interest Expense / (Income), net 2,810 2,646 9,368 2,008 1,951 114 Tax provision / (benefit) (531) (6,282) (14,665) 1,314 1,137 1,259 Depreciation 8,652 10,272 36,980 3,786 4,023 3,986 Amortization 7,182 41,618 63,019 3,165 4,413 5,596 Depreciation and amortization (1) 15,834 51,890 99,999 6,951 8,436 9,582 EBITDA (Non-GAAP) $ 17,437 $ (112,218) $ (81,510) $ 32,168 $ 29,362 $ 24,840 FV Step-up amortization incl. in Loss on disposal of PP&E 24 0 192 0 0 0 Cloud amortization 139 158 561 203 203 488 Stock-based compensation 2,706 3,657 10,765 3,204 5,040 4,181 Acquisition-related expenses 286 196 1,386 673 1,093 (54) Arcturus Goodwill Impairment 156,017 156,017 Equity method and equity security investment activity 3,142 (1,404) 2,583 1,034 3,842 (671) Non-controlling interest 0 0 45 0 0 0 One-time legal settlement Legal accrual related to our former EES business 0 Sale of ownership in HAPSMobile JV 0 Adjusted EBITDA (Non-GAAP) $ 23,734 $ 46,406 $ 90,039 $ 37,282 $ 39,541 $ 28,784

Slide 14 052620 | © 2024 AeroVironment, Inc. APPENDIX E – RECONCILIATION OF NON-GAAP FISCAL YEAR 2024 ADJUSTED EBITDA EXPECTATIONS Fiscal year ending Fiscal year ended (in millions) April 30, 2024 April 30, 2023 Net income (loss) $ 51 - 55 $ (176) Interest expense, net 5 9 Provision for (benefit from) income taxes 3 - 4 (15) Depreciation and amortization 36 100 EBITDA (Non-GAAP) 95 - 100 (82) Amortization of cloud computing arrangement implementation 1 1 Stock-based compensation 17 11 Equity method and equity securities investments activity, net 7 3 Acquisition-related expenses 2 1 Goodwill impairment — 156 Adjusted EBITDA (Non-GAAP) $ 122 - 127 $ 90

Document and Entity Information	Mar. 04, 2024
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Mar. 04, 2024
Entity File Number	001-33261
Entity Registrant Name	AEROVIRONMENT, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	95-2705790
Entity Address, Address Line One	241 18th Street South, Suite 415
Entity Address, City or Town	Arlington
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22202
City Area Code	805
Local Phone Number	520-8350
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	AVAV
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001368622
Amendment Flag	false