Table of Contents

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 10-Q

 


 

x      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

For the quarterly period ended July 27, 2013

 

OR

 

o         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from           to            

 

Commission File Number: 001-33261

 


 

AEROVIRONMENT, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

95-2705790

(State or other jurisdiction of incorporation or organization)

 

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

 

 

 

181 W. Huntington Drive, Suite 202

 

 

Monrovia, California

 

91016

(Address of principal executive offices)

 

(Zip Code)

 

(626) 357-9983

(Registrant’s telephone number, including area code)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 


 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer o

 

Accelerated filer x

 

 

 

Non-accelerated filer o

 

Smaller reporting company o

(Do not check if smaller reporting company)

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No x

 

As of August 16, 2013, the number of shares outstanding of the registrant’s common stock, $0.0001 par value, was 22,675,277.

 

 

 



Table of Contents

 

AeroVironment, Inc.

 

Table of Contents

 

PART I. FINANCIAL INFORMATION

 

 

 

 

Item 1.

Financial Statements:

 

 

Consolidated Balance Sheets as of July 27, 2013 (Unaudited) and April 30, 2013

3

 

Consolidated Statements of Operations for the three months ended July 27, 2013 (Unaudited) and July 28, 2012 (Unaudited)

4

 

Consolidated Statements of Comprehensive Loss for the three months ended July 27, 2013 (Unaudited) and July 28, 2012 (Unaudited)

5

 

Consolidated Statements of Cash Flows for the three months ended July 27, 2013 (Unaudited) and July 28, 2012 (Unaudited)

6

 

Notes to Consolidated Financial Statements (Unaudited)

7

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

14

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

18

Item 4.

Controls and Procedures

18

 

 

 

PART II. OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

19

Item 1A.

Risk Factors

19

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

19

Item 3.

Defaults Upon Senior Securities

19

Item 4.

Mine Safety Disclosures

19

Item 5.

Other Information

19

Item 6.

Exhibits

20

Signatures

 

20

Exhibit Index

 

 

 

2


 


Table of Contents

 

PART I. FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

AeroVironment, Inc.

Consolidated Balance Sheets

(In thousands except share and per share data)

 

 

 

July 27,
2013

 

April 30,
2013

 

 

 

(Unaudited)

 

 

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

64,339

 

$

75,332

 

Short-term investments

 

64,474

 

73,241

 

Accounts receivable, net of allowance for doubtful accounts of $731 at July 27, 2013 and $936 at April 30, 2013

 

19,604

 

19,770

 

Unbilled receivables and retentions

 

9,719

 

11,304

 

Inventories, net

 

68,663

 

62,561

 

Income tax receivable

 

14,812

 

11,777

 

Deferred income taxes

 

5,189

 

5,166

 

Prepaid expenses and other current assets

 

3,765

 

4,303

 

Total current assets

 

250,565

 

263,454

 

Long-term investments

 

67,595

 

68,916

 

Property and equipment, net

 

26,725

 

24,429

 

Deferred income taxes

 

5,638

 

5,606

 

Other assets

 

1,036

 

1,060

 

Total assets

 

$

351,559

 

$

363,465

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

13,545

 

$

16,144

 

Wages and related accruals

 

9,109

 

12,116

 

Customer advances

 

7,005

 

7,519

 

Other current liabilities

 

7,194

 

6,408

 

Total current liabilities

 

36,853

 

42,187

 

Deferred rent

 

696

 

771

 

Liability for uncertain tax positions

 

5,211

 

5,321

 

Commitments and contingencies

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Preferred stock, $0.0001 par value:

 

 

 

 

 

Authorized shares — 10,000,000; none issued or outstanding

 

 

 

Common stock, $0.0001 par value:

 

 

 

 

 

Authorized shares — 100,000,000

 

 

 

 

 

Issued and outstanding shares — 22,672,762 at July 27, 2013 and 22,614,315 at April 30, 2013

 

2

 

2

 

Additional paid-in capital

 

131,398

 

130,527

 

Accumulated other comprehensive loss

 

(753

)

(705

)

Retained earnings

 

178,152

 

185,362

 

Total stockholders’ equity

 

308,799

 

315,186

 

Total liabilities and stockholders’ equity

 

$

351,559

 

$

363,465

 

 

See accompanying notes to consolidated financial statements (unaudited).

 

3



Table of Contents

 

AeroVironment, Inc.

Consolidated Statements of Operations (Unaudited)

(In thousands except share and per share data)

 

 

 

Three Months Ended

 

 

 

July 27,

 

July 28,

 

 

 

2013

 

2012

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

Product sales

 

$

27,174

 

$

28,690

 

Contract services

 

16,943

 

29,987

 

 

 

44,117

 

58,677

 

Cost of sales:

 

 

 

 

 

Product sales

 

20,555

 

20,559

 

Contract services

 

11,017

 

18,613

 

 

 

31,572

 

39,172

 

Gross margin

 

12,545

 

19,505

 

Selling, general and administrative

 

12,459

 

13,621

 

Research and development

 

7,190

 

8,136

 

Loss from operations

 

(7,104

)

(2,252

)

Other income (expense):

 

 

 

 

 

Interest income

 

205

 

172

 

Other expense

 

(3,394

)

 

Loss before income taxes

 

(10,293

)

(2,080

)

Benefit for income taxes

 

(3,083

)

(694

)

Net loss

 

$

(7,210

)

$

(1,386

)

Loss per share data:

 

 

 

 

 

Basic

 

$

(0.32

)

$

(0.06

)

Diluted

 

$

(0.32

)

$

(0.06

)

Weighted average shares outstanding:

 

 

 

 

 

Basic

 

22,238,363

 

21,929,455

 

Diluted

 

22,238,363

 

21,929,455

 

 

See accompanying notes to consolidated financial statements (unaudited).

 

4



Table of Contents

 

AeroVironment, Inc.

Consolidated Statements of Comprehensive Loss (Unaudited)

(In thousands)

 

 

 

Three Months Ended

 

 

 

July 27,

 

July 28,

 

 

 

2013

 

2012

 

 

 

 

 

 

 

Net loss

 

$

(7,210

)

$

(1,386

)

Other comprehensive (loss) income:

 

 

 

 

 

Unrealized (loss) gain on investments, net of tax

 

(48

)

37

 

Total comprehensive loss

 

$

(7,258

)

$

(1,349

)

 

See accompanying notes to consolidated financial statements (unaudited).

 

5



Table of Contents

 

AeroVironment, Inc.

Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

 

 

 

Three Months Ended

 

 

 

July 27,
2013

 

July 28,
2012

 

Operating activities

 

 

 

 

 

Net loss

 

$

(7,210

)

$

(1,386

)

Adjustments to reconcile net loss to cash used in operating activities:

 

 

 

 

 

Depreciation and amortization

 

2,185

 

2,932

 

Provision for doubtful accounts

 

122

 

240

 

Deferred income taxes

 

(23

)

42

 

Stock-based compensation

 

910

 

840

 

Change in fair value of conversion feature of convertible bonds

 

3,391

 

 

Tax benefit from exercise of stock options

 

28

 

88

 

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable

 

44

 

6,297

 

Unbilled receivables and retentions

 

1,585

 

3,776

 

Inventories

 

(6,102

)

(966

)

Income tax receivable

 

(3,035

)

(1,755

)

Other assets

 

538

 

433

 

Accounts payable

 

(2,599

)

(7,128

)

Other liabilities

 

(3,010

)

(21,183

)

Net cash used in operating activities

 

(13,176

)

(17,770

)

Investing activities

 

 

 

 

 

Acquisitions of property and equipment

 

(4,457

)

(2,548

)

Net redemptions of held-to-maturity investments

 

6,442

 

9,064

 

Net sales of available-for-sale investments

 

175

 

175

 

Net cash provided by investing activities

 

2,160

 

6,691

 

Financing activities

 

 

 

 

 

Exercise of stock options

 

23

 

69

 

Net cash provided by financing activities

 

23

 

69

 

Net decrease in cash and cash equivalents

 

(10,993

)

(11,010

)

Cash and cash equivalents at beginning of period

 

75,332

 

64,220

 

Cash and cash equivalents at end of period

 

$

64,339

 

$

53,210

 

 

 

 

 

 

 

Supplemental disclosure:

 

 

 

 

 

Unrealized (loss) gain on long-term investments recorded in other comprehensive (loss) income, net of deferred taxes of $32 and $24, respectively

 

$

(48

)

$

37

 

Reclassification from share-based liability compensation to equity

 

$

 

$

401

 

 

See accompanying notes to consolidated financial statements (unaudited).

 

6


 


Table of Contents

 

AeroVironment, Inc.

Notes to Consolidated Financial Statements (Unaudited)

 

1. Organization and Significant Accounting Policies

 

Organization

 

AeroVironment, Inc., a Delaware corporation (the “Company”), is engaged in the design, development, production, support and operation of unmanned aircraft systems and efficient energy systems for various industries and governmental agencies.

 

Basis of Presentation

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation with respect to the interim financial statements have been included. The results of operations for the three months ended July 27, 2013 are not necessarily indicative of the results for the full year ending April 30, 2014. For further information, refer to the consolidated financial statements and footnotes thereto for the year ended April 30, 2013, included in the Company’s Annual Report on Form 10-K.

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions, including estimates of anticipated contract costs and revenue utilized in the revenue recognition process, that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

 

The Company’s consolidated financial statements include the assets, liabilities and operating results of wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.

 

Segments

 

The Company’s products are sold and divided among two reportable segments to reflect the Company’s strategic goals. Operating segments are defined as components of an enterprise from which separate financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM is the Chief Executive Officer, who reviews the revenue and gross margin results for each of these segments in order to make resource allocation decisions, including the focus of research and development (“R&D”) activities and assessing performance. The Company’s reportable segments are business units that offer different products and services and are managed separately.

 

Investments

 

The Company’s investments are accounted for as held-to-maturity and available-for-sale and reported at amortized cost and fair value, respectively.

 

Fair Values of Financial Instruments

 

Fair values of cash and cash equivalents, accounts receivable, unbilled receivables, retentions and accounts payable approximate cost due to the short period of time to maturity.

 

Government Contracts

 

Payments to the Company on government cost reimbursable contracts are based on provisional, or estimated indirect rates, which are subject to an annual audit by the Defense Contract Audit Agency (“DCAA”). The cost audits result in the negotiation and determination of the final indirect cost rates that the Company may use for the period(s) audited. The final rates, if different from the provisional billing rates, may create an additional receivable or liability for the Company.

 

For example, during the course of its audits, the DCAA may question the Company’s incurred project costs, and if the DCAA believes the Company has accounted for such costs in a manner inconsistent with the requirements under Federal Acquisition Regulations, the DCAA auditor may recommend to the Company’s administrative contracting officer to disallow such costs. The Company can provide no assurance that the DCAA or other government audits will not result in material disallowances for incurred costs in the future.

 

7



Table of Contents

 

AeroVironment, Inc.

Notes to Consolidated Financial Statements (Unaudited)

 

Loss Per Share

 

Basic loss per share is computed using the weighted-average number of common shares outstanding, excluding shares of unvested restricted stock. The dilutive effect of potential common shares outstanding is included in diluted earnings per share and excludes any anti-dilutive effects of options, shares of unvested restricted stock and restricted stock units.

 

The reconciliation of basic to diluted shares is as follows:

 

 

 

Three Months Ended

 

 

 

July 27,
2013

 

July 28,
2012

 

Denominator for basic loss per share:

 

 

 

 

 

Weighted average common shares outstanding, excluding unvested restricted stock

 

22,238,363

 

21,929,455

 

Dilutive effect of employee stock options, unvested restricted stock and restricted stock units

 

 

 

Denominator for diluted loss per share

 

22,238,363

 

21,929,455

 

 

Due to the net loss for the three months ended July 27, 2013 and July 28, 2012, no shares reserved for issuance upon exercise of stock options, restricted stock units or shares of unvested restricted stock were included in the computation of diluted loss per share as their inclusion would have been anti-dilutive. During the three months ended July 27, 2013 and July 28, 2012, certain shares reserved for issuance upon exercise of stock options and shares of unvested restricted stock were not included in the computation of diluted earnings per share because their inclusion would have been anti-dilutive. The number of shares reserved for issuance upon exercise of stock options and shares of unvested restricted stock that met this anti-dilutive criterion for the three months ended July 27, 2013 and July 28, 2012 was approximately 85,000 and 7,000, respectively.

 

Recently Issued Accounting Standards

 

On May 1, 2013, the Company adopted changes in accordance with guidance issued by the Financial Accounting Standards Board (“FASB”), which requires additional disclosures for the reclassification of significant amounts from accumulated comprehensive income to net income. This guidance requires that certain significant amounts be presented either on the face of the consolidated statements of income or in a single note. For other amounts, the Company is required to cross-reference disclosures that provide additional detail about such amounts.  The adoption of these changes did not have a material impact on the Company’s consolidated financial statements.

 

2. Investments

 

Investments consist of the following (in thousands):

 

 

 

July 27,
2013

 

April 30,
2013

 

Short-term investments:

 

 

 

 

 

Held-to-maturity securities:

 

 

 

 

 

Municipal securities

 

$

64,474

 

$

73,241

 

Total short-term investments

 

$

64,474

 

$

73,241

 

Long-term investments:

 

 

 

 

 

Held-to-maturity securities:

 

 

 

 

 

Municipal securities

 

$

56,484

 

$

54,158

 

Available-for-sale securities:

 

 

 

 

 

Auction rate securities

 

5,444

 

5,687

 

Convertible bonds

 

5,667

 

9,071

 

Total long-term investments

 

$

67,595

 

$

68,916

 

 

Held-To-Maturity Securities

 

At July 27, 2013 and April 30, 2013, the balance of held-to-maturity securities consisted of state and local government municipal securities. Interest earned from these investments is recorded in interest income.

 

The amortized cost, gross unrealized gains, gross unrealized losses, and estimated fair value of the held-to-maturity investments as of July 27, 2013, were as follows (in thousands):

 

 

 

 

 

Gross

 

Gross

 

 

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

 

 

 

 

Cost

 

Gains

 

Losses

 

Fair Value

 

Municipal securities

 

$

120,958

 

$

75

 

$

(32

)

$

121,001

 

Total held-to-maturity investments

 

$

120,958

 

$

75

 

$

(32

)

$

121,001

 

 

8



Table of Contents

 

AeroVironment, Inc.

Notes to Consolidated Financial Statements (Unaudited)

 

The amortized cost, gross unrealized gains, gross unrealized losses, and estimated fair value of the held-to-maturity investments as of April 30, 2013, were as follows (in thousands):

 

 

 

 

 

Gross

 

Gross

 

 

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

 

 

 

 

Cost

 

Gains

 

Losses

 

Fair Value

 

Municipal securities

 

$

127,399

 

$

49

 

$

(23

)

$

127,425

 

Total held-to-maturity investments

 

$

127,399

 

$

49

 

$

(23

)

$

127,425

 

 

The amortized cost and fair value of the held-to-maturity securities by contractual maturity at July 27, 2013, were as follows (in thousands):

 

 

 

Cost

 

Fair Value

 

 

 

 

 

 

 

Due within one year

 

$

64,474

 

$

64,503

 

Due after one year through three years

 

56,484

 

56,498

 

Total

 

$

120,958

 

$

121,001

 

 

Available-For-Sale Securities

 

Auction Rate Securities

 

As of July 27, 2013, the entire balance of available-for-sale auction rate securities consisted of three investment grade auction rate municipal bonds with maturities ranging from 6 to 21 years. These investments have characteristics similar to short-term investments, because at pre-determined intervals, generally ranging from 30 to 35 days, there is a new auction process at which the interest rates for these securities are reset to current interest rates. At the end of such period, the Company chooses to roll-over its holdings or redeem the investments for cash. A market maker facilitates the redemption of the securities and the underlying issuers are not required to redeem the investment within 365 days. Interest earned from these investments is recorded in interest income.

 

During the fourth quarter of the fiscal year ended April 30, 2008, the Company began experiencing failed auctions on some of its auction rate securities. A failed auction occurs when a buyer for the securities cannot be obtained and the market maker does not buy the security for its own account. The Company continues to earn interest on the investments that failed to settle at auction, at the maximum contractual rate until the next auction occurs. In the event the Company needs to access funds invested in these auction rate securities, the Company may not be able to liquidate these securities at the fair value recorded on July 27, 2013 until a future auction of these securities is successful or a buyer is found outside of the auction process.

 

As a result of the failed auctions, the fair values of these securities are estimated utilizing a discounted cash flow analysis as of July 27, 2013. The analysis considers, among other items, the collateralization underlying the security investments, the creditworthiness of the counterparty, the timing of expected future cash flows, and the estimated date upon which the security is expected to have a successful auction.

 

Based on the Company’s ability to access its cash and cash equivalents, expected operating cash flows, and other sources of cash, the Company does not anticipate the current lack of liquidity of these investments will affect its ability to operate the business in the ordinary course. The Company believes the current lack of liquidity of these investments is temporary and expects that the securities will be redeemed or refinanced at some point in the future. The Company will continue to monitor the value of its auction rate securities at each reporting period for a possible impairment if a further decline in fair value occurs. The auction rate securities have been in an unrealized loss position for more than 12 months. The Company has the ability and the intent to hold these investments until a recovery of fair value, which may be at maturity and as of July 27, 2013, the Company did not consider these investments to be other-than-temporarily impaired.

 

The amortized cost, gross unrealized gains, gross unrealized losses, and estimated fair value of the available-for-sale investments as of July 27, 2013, were as follows (in thousands):

 

 

 

 

 

Gross

 

Gross

 

 

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

 

 

 

 

Cost

 

Gains

 

Losses

 

Fair Value

 

Auction rate securities

 

$

6,575

 

$

 

$

(1,131

)

$

5,444

 

Total available-for-sale investments

 

$

6,575

 

$

 

$

(1,131

)

$

5,444

 

 

The amortized cost, gross unrealized gains, gross unrealized losses, and estimated fair value of the available-for-sale investments as of April 30, 2013, were as follows (in thousands):

 

 

 

 

 

Gross

 

Gross

 

 

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

 

 

 

 

Cost

 

Gains

 

Losses

 

Fair Value

 

Auction rate securities

 

$

6,750

 

$

 

$

(1,063

)

$

5,687

 

Total available-for-sale investments

 

$

6,750

 

$

 

$

(1,063

)

$

5,687

 

 

The amortized cost and fair value of the auction rate securities by contractual maturity at July 27, 2013, were as follows (in thousands):

 

 

 

Cost

 

Fair Value

 

 

 

 

 

 

 

Due after five through 10 years

 

$

1,350

 

$

1,242

 

Due after 10 years

 

5,225

 

4,202

 

Total

 

$

6,575

 

$

5,444

 

 

9



Table of Contents

 

AeroVironment, Inc.

Notes to Consolidated Financial Statements (Unaudited)

 

Convertible Bonds

 

As of July 27, 2013, the entire balance of available-for-sale convertible bonds consisted of two convertible bonds. The two convertible bonds were issued by CybAero AB (“CybAero”), a publicly traded company in Sweden that develops and manufactures unmanned aerial vehicles. Each bond is in the amount of 10 million Swedish Kronor (“SEK”) and is convertible into 1 million CybAero shares at the conversion price of 10 SEK per share. The maturity date of each of the bonds is November 30, 2017 and each bond bears an annual interest rate of 5%.

 

The Company can exercise its conversion right at any time through October 31, 2017.  CybAero can prepay the bonds with three months’ notice to the Company and the Company may exercise its conversion rights during such three-month period. If certain conditions are satisfied after November 30, 2015, CybAero can require the Company to convert the two bonds in their entirety into CybAero shares.

 

The convertible bonds each contain an embedded conversion feature which is bifurcated from the bond. The changes in the fair value of the embedded conversion feature are recorded in other income (expense) in the statement of operations. Unrealized gains and losses associated with the bonds are excluded from earnings and reported as a separate component of stockholders’ equity, net of deferred income taxes.

 

On May 14, 2013, CybAero effected a reverse stock split whereby every ten shares of CybAero were converted into one share. All amounts discussed as of July 27, 2013 reflect this reverse stock split.

 

The amortized cost, gross unrealized gains, gross unrealized losses, and estimated fair value of the available-for-sale convertible bonds as of July 27, 2013, were as follows (in thousands):

 

 

 

 

 

Gross

 

Gross

 

 

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

 

 

 

 

Cost

 

Gains

 

Losses

 

Fair Value

 

Convertible bonds

 

$

3,037

 

$

2,781

 

$

(151

)

$

5,667

 

Total available-for-sale investments

 

$

3,037

 

$

2,781

 

$

(151

)

$

5,667

 

 

The amortized cost, gross unrealized gains, gross unrealized losses, and estimated fair value of the available-for-sale convertible bonds as of April 30, 2013, were as follows (in thousands):

 

 

 

 

 

Gross

 

Gross

 

 

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

 

 

 

 

Cost

 

Gains

 

Losses

 

Fair Value

 

Convertible bonds

 

$

3,037

 

$

6,173

 

$

(139

)

$

9,071

 

Total available-for-sale investments

 

$

3,037

 

$

6,173

 

$

(139

)

$

9,071

 

 

The amortized cost and fair value of the convertible bonds by contractual maturity at July 27, 2013, were as follows (in thousands):

 

 

 

Cost

 

Fair Value

 

 

 

 

 

 

 

Due within five years

 

$

3,037

 

$

5,667

 

Total

 

$

3,037

 

$

5,667

 

 

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Table of Contents

 

AeroVironment, Inc.

Notes to Consolidated Financial Statements (Unaudited)

 

3. Fair Value Measurements

 

Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy contains three levels as follows:

 

·                Level 1 — Inputs to the valuation based upon quoted prices (unadjusted) for identical assets or liabilities in active markets that are accessible as of the measurement date.

 

·               Level 2 — Inputs to the valuation include quoted prices in either markets that are not active, or in active markets for similar assets or liabilities, inputs other than quoted prices that are observable, and inputs that are derived principally from or corroborated by observable market data.

 

·                Level 3 — Inputs to the valuation that are unobservable inputs for the asset or liability.

 

The Company’s financial assets measured at fair value on a recurring basis at July 27, 2013, were as follows (in thousands):

 

 

 

Fair Value Measurement Using

 

Description

 

Quoted prices in
active markets for
identical assets
(Level 1)

 

Significant
other
observable
inputs
(Level 2)

 

Significant
unobservable
inputs
(Level 3)

 

Total

 

Auction rate securities

 

$

 

$

 

$

5,444

 

$

5,444

 

Convertible bonds

 

 

2,781

 

2,886

 

5,667

 

Total

 

$

 

$

2,781

 

$

8,330

 

$

11,111

 

 

Due to the auction failures of the Company’s auction rate securities that began in the fourth quarter of fiscal 2008, there are still no quoted prices in active markets for identical assets as of July 27, 2013.  Therefore, the Company has classified its auction rate securities as Level 3 financial assets.  The following table provides a reconciliation between the beginning and ending balances of items measured at fair value on a recurring basis in the table above that used significant unobservable inputs (Level 3) (in thousands):

 

 

 

Fair Value
Measurements Using
Significant
Unobservable Inputs
(Level 3)

 

Description

 

Auction Rate Securities

 

Balance at April 30, 2013

 

$

8,585

 

Transfers to Level 3

 

 

Total gains (realized or unrealized)

 

 

 

Included in earnings

 

 

Included in other comprehensive loss

 

(80

)

Purchases, issuances and settlements, net

 

(175

)

Balance at July 27, 2013

 

$

8,330

 

The amount of total gains or (losses) for the period included in earnings (or change in net assets) attributable to the change in unrealized gains or losses relating to assets still held at July 27, 2013

 

$

 

 

The auction rate securities are valued using a discounted cash flow model.  The analysis considers, among other items, the collateralization underlying the security investments, the creditworthiness of the counterparty, the timing of expected future cash flows, and the estimated date upon which the security is expected to have a successful auction.  As of July 27, 2013, the inputs used in the Company’s discounted cash flow analysis included current coupon rates ranging from 0.1% to 0.4%, estimated redemption periods of 6 to 21 years and discount rates of 8.4% to 20.5%. The discount rates were based on market rates for municipal bond securities, as adjusted for a risk premium to reflect the lack of liquidity of these investments.

 

The bond components of the convertible bonds are considered level 3 assets and are valued using a discounted cash flow model. The analysis considers, among other items, the creditworthiness of the counterparty, the timing of expected future cash flows, and the maturity of the bonds. As of July 27, 2013, the inputs used in the Company’s discounted cash flow analysis included a coupon rate of 5.0%, estimated redemption period of five years and a discount rate of 6.7%.

 

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Table of Contents

 

AeroVironment, Inc.

Notes to Consolidated Financial Statements (Unaudited)

 

The embedded conversion features of the convertible bonds are considered level 2 assets and are valued using a binomial option pricing model, which uses inputs such as CybAero’s stock price, conversion price, volatility and risk-free interest rate.

 

4. Inventories, net

 

Inventories consist of the following (in thousands):

 

 

 

July 27,
2013

 

April 30,
2013

 

Raw materials

 

$

16,192

 

$

12,845

 

Work in process

 

15,459

 

16,745

 

Finished goods

 

40,817

 

36,842

 

Inventories, gross

 

72,468

 

66,432

 

Reserve for inventory obsolescence

 

(3,805

)

(3,871

)

Inventories, net

 

$

68,663

 

$

62,561

 

 

5. Warranty Reserves

 

The Company accrues an estimate of its exposure to warranty claims based upon both current and historical product sales data and warranty costs incurred.  The warranty reserve is included in other current liabilities. The related expense is included in cost of sales.  Warranty reserve activity is summarized as follows for the three months ended July 27, 2013 and July 28, 2012 (in thousands):

 

 

 

Three Months Ended

 

 

 

July 27,

 

July 28,

 

 

 

2013

 

2012

 

 

 

 

 

 

 

Beginning balance

 

$

1,515

 

$

2,872

 

Warranty expense

 

486

 

530

 

Warranty costs incurred

 

(310

)

(769

)

Ending balance

 

$

1,691

 

$

2,633

 

 

6. Accumulated Other Comprehensive Loss

 

The components of accumulated other comprehensive loss are as follows (in thousands):

 

 

 

Available-for-sale
securities

 

Accumulated Other
Comprehensive Loss

 

Balance as of April 30, 2013

 

$

(705

)

$

(705

)

Unrealized losses

 

(80

)

(80

)

Income taxes

 

32

 

32

 

Balance as of July 27, 2013

 

$

(753

)

$

(753

)

 

7. Customer-Funded Research & Development

 

Customer-funded R&D costs are incurred pursuant to contracts (revenue arrangements) to perform R&D activities according to customer specifications. These costs are direct contract costs and are expensed to cost of sales when the corresponding revenue is recognized, which is generally as the R&D services are performed. Revenue from customer-funded R&D was approximately $10.3 million and $6.6 million for the three months ended July 27, 2013 and July 28, 2012, respectively.

 

8. Income Taxes

 

For the three months ended July 27, 2013 and July 28, 2012, the Company recorded a benefit for income taxes of $3.1 million and $0.7 million, respectively, yielding an effective benefit tax rate of 30.0% and 33.4%, respectively.  The variance from statutory tax rates for the three months ended July 27, 2013 was primarily due to federal research and development tax credits.

 

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Table of Contents

 

AeroVironment, Inc.

Notes to Consolidated Financial Statements (Unaudited)

 

9. Segment Data

 

The Company’s product segments are as follows:

 

·                                          Unmanned Aircraft Systems (“UAS”) — The UAS segment focuses primarily on the design, development, production, support and operation of innovative UAS and tactical missile systems that provide situational awareness, multi-band communications, force protection and other mission effects to increase the security and effectiveness of the operations of the Company’s customers.

 

·                                          Efficient Energy Systems (“EES”) — The EES segment focuses primarily on the design, development, production, marketing, support and operation of innovative efficient electric energy systems that address the growing demand for electric transportation solutions.

 

The accounting policies of the segments are the same as those described in Note 1, “Organization and Significant Accounting Policies.” The operating segments do not make sales to each other. Depreciation and amortization related to the manufacturing of goods is included in gross margin for the segments. The Company does not discretely allocate assets to its operating segments, nor does the CODM evaluate operating segments using discrete asset information. Consequently, the Company operates its financial systems as a single segment for accounting and control purposes, maintains a single indirect rate structure across all segments, has no inter-segment sales or corporate elimination transactions, and maintains limited financial statement information by segment.The segment results are as follows (in thousands):

 

 

 

Three Months Ended

 

 

 

July 27,

 

July 28,

 

 

 

2013

 

2012

 

Revenue:

 

 

 

 

 

UAS

 

$

35,211

 

$

48,806

 

EES

 

8,906

 

9,871

 

Total

 

44,117

 

58,677

 

Cost of sales:

 

 

 

 

 

UAS

 

24,599

 

32,756

 

EES

 

6,973

 

6,416

 

Total

 

31,572

 

39,172

 

Gross margin:

 

 

 

 

 

UAS

 

10,612

 

16,050

 

EES

 

1,933

 

3,455

 

Total

 

12,545

 

19,505

 

Selling, general and administrative

 

12,459

 

13,621

 

Research and development

 

7,190

 

8,136

 

Loss from operations

 

(7,104

)

(2,252

)

Other income (expense):

 

 

 

 

 

Interest income

 

205

 

172

 

Other expense

 

(3,394

)

 

Loss before income taxes

 

$

(10,293

)

$

(2,080

)

 

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Table of Contents

 

ITEM 2.                MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

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 II, Item 1A, “Risk Factors.”

 

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

 

Critical Accounting Policies and Estimates

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. When we prepare these consolidated financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Some of our accounting policies require that we make subjective judgments, including estimates that involve matters that are inherently uncertain. Our most critical estimates include those related to revenue recognition, inventories and reserves for excess and obsolescence, self-insured liabilities, accounting for stock-based awards, 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.

 

There have been no material changes made to the critical accounting estimates during the periods presented in the consolidated financial statements from those disclosed in the Form 10-K for the fiscal year ended April 30, 2013.

 

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 2014 fiscal year ends on April 30, 2014 and our fiscal quarters end on July 27, 2013, October 26, 2013 and January 25, 2014.

 

Results of Operations

 

Our operating segments are Unmanned Aircraft Systems, or UAS, and Efficient Energy Systems, or EES. The accounting policies for each of these segments are the same. In addition, a significant portion of our research and development, or R&D, selling, general and administrative, or SG&A, and general overhead resources are shared across our segments.

 

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Table of Contents

 

The following table sets forth our revenue and gross margin generated by each operating segment for the periods indicated (in thousands):

 

Three Months Ended July 27, 2013 Compared to Three Months Ended July 28, 2012

 

 

 

Three Months Ended

 

 

 

July 27,

 

July 28,

 

 

 

2013

 

2012

 

Revenue:

 

 

 

 

 

UAS

 

$

35,211

 

$

48,806

 

EES

 

8,906

 

9,871

 

Total

 

44,117

 

58,677

 

Cost of sales:

 

 

 

 

 

UAS

 

24,599

 

32,756

 

EES

 

6,973

 

6,416

 

Total

 

31,572

 

39,172

 

Gross margin:

 

 

 

 

 

UAS

 

10,612

 

16,050

 

EES

 

1,933

 

3,455

 

Total

 

12,545

 

19,505

 

Selling, general and administrative

 

12,459

 

13,621

 

Research and development

 

7,190

 

8,136

 

Loss from operations

 

(7,104

)

(2,252

)

Other income (expense):

 

 

 

 

 

Interest income

 

205

 

172

 

Other expense

 

(3,394

)

 

Loss before income taxes

 

$

(10,293

)

$

(2,080

)

 

Revenue. Revenue for the three months ended July 27, 2013 was $44.1 million, as compared to $58.7 million for the three months ended July 28, 2012, representing a decrease of $14.6 million, or 25%.  UAS revenue decreased by $13.6 million, or 28%, to $35.2 million for the three months ended July 27, 2013, primarily due to lower service revenue of $15.9 million and lower product deliveries of $1.6 million, offset by higher customer-funded R&D revenue of $3.9 million. The decrease in service revenue was primarily due to less Digital Data Link retrofits of our Raven B systems.  The decrease in product deliveries was due to a delay in orders related to our GFY12 Raven contract.  The increase in customer-funded R&D revenue was primarily due to a higher level of activity on the Switchblade program and termination settlement for our Global Observer Joint Capability Technology Demonstration contract.  EES revenue decreased by $1.0 million, or 10%, to $8.9 million for the three months ended July 27, 2013.  The decrease in EES revenue was primarily due to decreased deliveries of passenger electric vehicle charging systems and electrical vehicle test systems, partially offset by increased deliveries of our industrial fast charge systems.

 

Cost of Sales. Cost of sales for the three months ended July 27, 2013 was $31.6 million, as compared to $39.2 million for the three months ended July 28, 2012, representing a decrease of $7.6 million, or 19%. As a percentage of revenue, cost of sales increased from 67% to 72%. UAS cost of sales decreased $8.2 million, or 25%, to $24.6 million for the three months ended July 27, 2013, primarily due to lower sales volume.  As a percentage of revenue, cost of sales for UAS increased from 67% to 70% due to lower absorption of manufacturing and engineering overhead support costs which included severance costs associated with our organizational realignment in May 2013.  EES cost of sales increased $0.6 million, or 9%, to $7.0 million for the three months ended July 27, 2013.  As a percentage of revenue, cost of sales for EES increased from 65% to 78%, primarily due to lower absorption of manufacturing and engineering overhead support costs, which included severance costs associated with our organizational realignment in May 2013.

 

Gross Margin. Gross margin for the three months ended July 27, 2013 was $12.5 million, as compared to $19.5 million for the three months ended July 28, 2012, representing a decrease of $7.0 million, or 36%. UAS gross margin decreased $5.4 million, or 34%, to $10.6 million for the three months ended July 27, 2013 primarily due to lower sales volume.  As a percentage of revenue, gross margin for UAS decreased from 33% to 30%, due to lower absorption of manufacturing and engineering overhead support costs, which included severance costs associated with our organizational realignment.  EES gross margin decreased $1.5 million, or 44%, to $1.9 million for the three months ended July 27, 2013 primarily due to lower sales volume.  As a percentage of revenue, EES gross margin decreased from 35% to 22%, primarily due to lower absorption of manufacturing and engineering overhead support costs, which included severance costs associated with our organizational realignment in May 2013.

 

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Table of Contents

 

Selling, General and Administrative.  SG&A expense for the three months ended July 27, 2013 was $12.5 million, or 28% of revenue, compared to SG&A expense of $13.6 million, or 23% of revenue, for the three months ended July 28, 2012.  SG&A expense decreased by $1.1 million primarily due to lower bid and proposal activity and decreased selling and marketing expenses.

 

Research and Development. R&D expense for the three months ended July 27, 2013 was $7.2 million, or 16% of revenue, compared to R&D expense of $8.1 million, or 14% of revenue, for the three months ended July 28, 2012.

 

Interest Income. Interest income was $0.2 million for both the three months ended July 27, 2013 and the three months ended July 28, 2012.

 

Other Expense.  Other expense for the three months ended July 27, 2013 was $3.4 million, as compared to $0 for the three months ended July 28, 2012. The increase was primarily due to a $3.4 million change in fair value of the embedded conversion feature of each of the convertible bonds that we have invested in.

 

Income Tax Benefit. Our effective tax benefit rate was 30.0% for the three months ended July 27, 2013, as compared to our effective tax benefit rate of 33.4% for the three months ended July 28, 2012.  The decrease was primarily due to higher federal R&D tax credits, partially offset by lower California R&D tax credits.

 

Backlog. We define funded backlog as unfilled firm orders for products and services for which funding currently is appropriated to us under the contract by the customer. As of July 27, 2013 and April 30, 2013, our funded backlog was approximately $76.9 million and $59.4 million, respectively.

 

In addition to our funded backlog, we also had unfunded backlog of $75.2 million and $76.6 million as of July 27, 2013 and April 30, 2013, respectively.  We define unfunded backlog as the total remaining potential order amounts under sole-source cost reimbursable and fixed price contracts with multiple one-year options, and indefinite delivery indefinite quantity, or IDIQ, contracts. Unfunded backlog does not obligate the U.S. government 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.

 

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 funded, may be terminated at the convenience of the U.S. government.

 

Liquidity and Capital Resources

 

We currently have no material cash commitments, except for normal recurring trade payables, accrued expenses and ongoing research and development costs, all of which we anticipate funding through our existing working capital and funds provided by operating activities. The majority of our purchase obligations are pursuant to funded contractual arrangements with our customers. In addition, we do not currently anticipate significant investment in property, plant and equipment, and 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 and debt service requirements, if any, 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 obtain additional financing.  The current challenging economic environment continues to create volatility and disruption in the capital markets, diminished liquidity and credit availability, and increased counterparty risk. Nevertheless, we anticipate that existing sources of liquidity and cash flows from operations will be sufficient to satisfy our cash needs for the foreseeable future.

 

Our primary liquidity needs are for financing working capital, investing in capital expenditures, supporting product development efforts, introducing new products and enhancing existing products and services, and marketing acceptance and adoption of our products and services. Our future capital requirements, to a certain extent, are also subject to general conditions in or affecting the defense and electric vehicle industries 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 short-term borrowing are insufficient to fund our future activities, we may need to raise additional funds through public or private equity or debt financing. To the extent we require additional funding, we cannot be certain that such funding will be available to us on acceptable terms, or at all.  Although we are currently not a party to any material agreement or letter of intent with respect to potential investment in, or acquisitions of, businesses, services or technologies, we may enter into these types of arrangements in the future, which could also require us to seek additional equity or debt financing.

 

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Table of Contents

 

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.

 

Cash Flows

 

The following table provides our cash flow data for the three months ended July 27, 2013 and July 28, 2012 (in thousands):

 

 

 

Three Months Ended

 

 

 

July 27,
2013

 

July 28,
2012

 

 

 

(Unaudited)

 

Net cash used in operating activities

 

$

(13,176

)

$

(17,770

)

Net cash provided by investing activities

 

$

2,160

 

$

6,691

 

Net cash provided by financing activities

 

$

23

 

$

69

 

 

Cash Used in Operating Activities. Net cash used in operating activities for the three months ended July 27, 2013 decreased by $4.6 million to $13.2 million, compared to net cash used in operating activities of $17.8 million for the three months ended July 28, 2012. This decrease in net cash used in operating activities was primarily due to lower working capital of $7.9 million, a lower fair value of the embedded conversion feature of each of the convertible bonds that we have invested in of $3.4 million, partially offset by higher net loss of $5.8 million and lower depreciation and amortization of $0.7 million.

 

Cash Provided by Investing Activities. Net cash provided by investing activities decreased by $4.5 million to $2.2 million for the three months ended July 27, 2013, compared to net cash provided by investing activities of $6.7 million for the three months ended July 28, 2012. The decrease in net cash provided by investing activities was primarily due to higher net purchases of investments of $2.6 million and higher acquisitions of property and equipment of $1.9 million.

 

Cash Provided by Financing Activities. Net cash provided by financing activities decreased by $0.1 million to $0 million for the three months ended July 27, 2013, compared to $0.1 million for the three months ended July 28, 2012.

 

Off-Balance Sheet Arrangements

 

During the first quarter, there were no material changes in our off-balance sheet arrangements or contractual obligations and commercial commitments from those disclosed in the Form 10-K for the fiscal year ended April 30, 2013.

 

Inflation

 

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

 

New Accounting Standards

 

Please refer to Note 1 “Organization and Significant Accounting Policies” to our unaudited consolidated financial statements in Part I, Item 1 of this quarterly report for a discussion of new accounting pronouncements.

 

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Table of Contents

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

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. We do not currently have any significant interest rate exposure.

 

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, and do not expect to incur significant foreign exchange gains or losses in the future. We occasionally engage in forward contracts in foreign currencies to limit our exposure on non-U.S. dollar transactions.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Controls and Procedures

 

We maintain disclosure controls and procedures 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.

 

Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective and were operating at a reasonable assurance level.

 

Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting or in other factors identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the quarter ended July 27, 2013, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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Table of Contents

 

PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

We are not currently a party to any material legal proceedings. We are, however, subject to lawsuits from time to time in the ordinary course of business.

 

ITEM 1A. RISK FACTORS

 

There have been no material changes to the risk factors disclosed under Part I, Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended April 30, 2013.  Please refer to that section for disclosures regarding the risks and uncertainties related to our business.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

None.

 

ITEM 5. OTHER INFORMATION

 

None.

 

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Table of Contents

 

ITEM 6. EXHIBITS

 

Exhibit
Number

 

Description

31.1

 

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.

31.2

 

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.

32

 

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

 

XBRL Instance Document.

101.SCH

 

XBRL Taxonomy Extension Schema Document.

101.CAL

 

XBRL Taxonomy Calculation Linkbase Document.

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB

 

XBRL Taxonomy Label Linkbase Document.

101.PRE

 

XBRL Taxonomy Presentation Linkbase Document.

 

SIGNATURES

 

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, thereunto duly authorized.

 

Date: August 27, 2013

 

AEROVIRONMENT, INC.

 

 

 

 

By:

/s/ Timothy E. Conver

 

 

Timothy E. Conver

 

 

Chairman, Chief Executive Officer and President

 

 

(Principal Executive Officer)

 

 

 

 

 

/s/ Jikun Kim

 

 

Jikun Kim

 

 

Senior Vice President and Chief Financial Officer

 

 

(Principal Financial and Accounting Officer)

 

20