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): November 26, 2013

AEROVIRONMENT, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (626) 357-9983

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):

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

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

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

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

Item 2.02.  Results of Operations and Financial Condition

On November 26, 2013, AeroVironment, Inc. issued a press release announcing second quarter financial results for the period ended October 26, 2013, a copy of which is attached hereto as Exhibit 99.1.

The information in this Current Report on Form 8-K, including the exhibit, is furnished pursuant to Item 2.02 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, 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, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing.

In addition to historic information, this report, including the exhibit, 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 exhibit, and in our periodic reports filed with the Securities and Exchange Commission.

Item 9.01.  Financial Statements and Exhibits

(d)  Exhibits.

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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.

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Exhibit 99.1

AeroVironment, Inc. Announces Fiscal 2014 Second Quarter Results

MONROVIA, Calif., November 26, 2013 — AeroVironment, Inc. (NASDAQ: AVAV) today reported financial results for its second quarter ended October 26, 2013.

“Continued customer demand and solid execution produced quarterly revenue of $65 million and fully diluted earnings per share on an adjusted basis of $0.14, excluding a reduction of $0.07 per share from a decrease in value of the conversion option of our CybAero convertible bond investment,” said Tim Conver, AeroVironment chairman and chief executive officer. “Strong order flow produced our second highest quarterly funded backlog of $134 million, an important metric that provides us with greater visibility than in prior years and supports our guidance for fiscal 2014.  This visibility represents a solid foundation for multiple mid-and long-term growth opportunities.”

FISCAL 2014 SECOND QUARTER RESULTS

Revenue for the second quarter of fiscal 2014 was $64.9 million, down 19% from second quarter fiscal 2013 revenue of $80.3 million. The decrease in revenue resulted from decreased sales in our Unmanned Aircraft Systems (UAS) segment of $9.3 million and in our Efficient Energy Systems (EES) segment of $6.1 million.

Income from operations for the second quarter of fiscal 2014 was $3.9 million compared to income from operations for the second quarter of fiscal 2013 of $13.1 million. The lower income from operations was a result of lower revenue and higher cost of goods sold, resulting in $11.8 million lower gross margin, partially offset by lower research and development (R&D) expense of $2.5 million.

Other expense, net, for the second quarter of fiscal 2014 was $2.1 million compared to other income for the second quarter of fiscal 2013 of $0.2 million.  The increase in other expense, net, was primarily due to the decrease in fair value of the conversion option in the amount of $2.3 million of our CybAero convertible bond investment.

Net income for the second quarter of fiscal 2014 was $1.7 million compared to net income for the second quarter of fiscal 2013 of $8.7 million.

Earnings per diluted share for the second quarter of fiscal 2014 were $0.07 compared to earnings per diluted share for the second quarter of fiscal 2013 of $0.39.  Earnings per diluted share for the second quarter of fiscal 2014 included a reduction of $0.07 per share due to the decrease in fair value of the conversion option of our CybAero convertible bond investment. Earnings per diluted share for the second quarter of fiscal 2013 do not include any changes in the fair value of the CybAero convertible bonds as the investment was made during the fourth quarter of fiscal 2013.

FISCAL 2014 YEAR-TO-DATE RESULTS

Revenue for the first six months of fiscal 2014 was $109.0 million, down 22% from the first six months of fiscal 2013 revenue of $139.0 million. The decrease in revenue resulted from lower sales in our UAS segment of $23.0 million and in our EES segment of $7.0 million.

Loss from operations for the first six months of fiscal 2014 was $3.2 million compared to income from operations for the first six months of fiscal 2013 of $10.8 million. The loss from operations resulted from lower revenue and higher cost of goods sold, resulting in $18.7 million lower gross margin, offset by lower R&D expense of $3.5 million and SG&A expense of $1.3 million.

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Other expense, net, for the first six months of fiscal 2014 was $5.3 million compared to other income for the first six months of fiscal 2013 of $0.3 million.  The increase in other expense, net, was primarily due to the decrease in fair value of the conversion option in the amount of $5.7 million of our CybAero convertible bond investment.

Net loss for the first six months of fiscal 2014 was $5.6 million compared to net income for the first six months of fiscal 2013 of $7.4 million.

Loss per share for the first six months of fiscal 2014 was $0.25 compared to earnings per diluted share for the first six months of fiscal 2013 of $0.33.  Loss per share for the first six months of fiscal 2014 included a reduction of $0.19 per share due to the decrease in fair value of the conversion option of our CybAero convertible bond investment. Earnings per diluted share for the first six months of fiscal 2013 do not include any changes in the fair value of the CybAero convertible bonds as the investment was made during the fourth quarter of fiscal 2013.

BACKLOG

As of October 26, 2013, funded backlog (unfilled firm orders for which funding is currently appropriated to us under a customer contract) was $133.8 million compared to $59.4 million as of April 30, 2013.

FISCAL 2014 — OUTLOOK FOR THE FULL YEAR

For fiscal 2014, the company expects to generate revenue of $230 million to $250 million, and earnings per diluted share of $0.35 to $0.50, excluding any change in value of our CybAero convertible bond investment.

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

CONFERENCE CALL

In conjunction with this release, AeroVironment, Inc. will host a conference call today, Tuesday, November 26, 2013, at 1:30 pm Pacific Time that will be broadcast live over the Internet. Timothy E. Conver, chairman and chief executive officer, Jikun Kim, chief financial officer, Tom Herring, chief operating officer and Steven A. Gitlin, vice president of investor relations, will host the call.

4:30 PM ET

3:30 PM CT

2:30 PM MT

1:30 PM PT

Investors may dial into the call at (877) 561-2749 (U.S.) or (678) 809-1029 (international) five to ten minutes prior to the start time to allow for registration.

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

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Audio Replay Options

An audio replay of the event will be archived on the Investor Relations page of the company’s website, at http://investor.avinc.com. The audio replay will also be available via telephone from Tuesday, November 26, 2013, at approximately 4:30 p.m. Pacific Time through Tuesday, December 3, at 9:00 p.m. Pacific Time. Dial (855) 859-2056 and enter the passcode 87114227. International callers should dial (404) 537-3406 and enter the same passcode number to access the audio replay.

ABOUT AEROVIRONMENT, INC.

AeroVironment is a technology solutions provider that designs, develops, produces and supports an advanced portfolio of Unmanned Aircraft Systems (UAS) and electric transportation solutions.  Agencies of the U.S. Department of Defense and allied military services use the company’s electric-powered, hand-launched unmanned aircraft systems extensively to provide situational awareness to tactical operating units through real-time, airborne reconnaissance, surveillance and communication.  AeroVironment’s electric transportation solutions include a comprehensive suite of electric vehicle (EV) charging systems, installation and network services for consumers, automakers, utilities and government agencies, power cycling and test systems for EV developers and industrial electric vehicle charging systems for commercial fleets.  More information about AeroVironment is available at www.avinc.com.

NON-GAAP FINANCIAL INFORMATION

To supplement the company’s financial statements presented in accordance with generally accepted accounting principles (GAAP), the company uses earnings per share (EPS) as adjusted, a non-GAAP financial measure which represents EPS as adjusted for the per-share impact of the change in fair value of the conversion option of our CybAero convertible bond investment.  The company believes EPS as adjusted is appropriate to enhance an overall understanding of the company’s past financial performance and prospects for the future.  In addition, management uses this non-GAAP financial measure, along with primary GAAP measures, in analyzing and measuring the performance of the company’s core operations.  The presentation of this additional information is not meant to be considered in isolation or as a substitute for measures of financial performance prepared in accordance with GAAP.  A reconciliation of specific adjustments to GAAP results is provided in the table below.

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, reliance on sales to the U.S. government; changes in the timing and/or amount of government spending; changes in the supply and/or demand and/or prices for our products and services; the activities of competitors; failure of the markets in which we operate to grow; failure to expand into new markets; changes in significant operating expenses, including components and raw materials; failure to develop new products; changes in the regulatory environment; and general economic and business conditions in the United States and elsewhere in the world. For a further list and description of such risks and uncertainties, see the reports we file with the Securities and Exchange Commission. We do not intend, and undertake no obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise.

- Financial Tables Follow -

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AeroVironment, Inc.

Consolidated Statements of Operations (Unaudited)

(In thousands except share and per share data)

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AeroVironment, Inc.

Reconciliation of Earnings (Loss) per Share (Unaudited)

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AeroVironment, Inc.

Consolidated Balance Sheets

(In thousands except share data)

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AeroVironment, Inc.

Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

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Reportable Segment Results are as Follows (Unaudited):

(In thousands)

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Contact:

AeroVironment, Inc.

Steven Gitlin

+1 (626) 357-9983

ir@avinc.com

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