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): June 30, 2015

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 June 30, 2015, AeroVironment, Inc. issued a press release announcing fourth quarter and full year financial results for the fiscal year ended April 30, 2015, 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 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.

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 2015 Fourth Quarter and Full Year Results

MONROVIA, Calif., June 30, 2015 — AeroVironment, Inc. (NASDAQ: AVAV) today reported financial results for its fourth quarter ended April 30, 2015.

“Fourth quarter revenue of $86 million increased by 18 percent and gross profit increased by 50 percent year-over-year.  During the quarter, we strengthened our market positions, moved key programs forward to generate value, and focused on innovation,” said Tim Conver, AeroVironment chairman and chief executive officer. “Throughout fiscal year 2015, our strategic investments helped expand our growth portfolio and position AeroVironment for new market opportunities.  In our core business, our team delivered revenue in-line with our expectations and exceeded targeted profitability.

“We continue to deliver certainty and reliability to our customers and remain the leader in electric vehicle testing and charging systems and small unmanned aircraft systems, where we operate with the largest installed base in the global defense industry.  We are entering fiscal year 2016 with strong momentum and look forward to driving the business forward and enhancing stockholder value.”

FISCAL 2015 FOURTH QUARTER RESULTS

Revenue for the fourth quarter of fiscal 2015 was $86.5 million, up 18% from fourth quarter fiscal 2014 revenue of $73.5 million. The increase in revenue resulted from increased sales in our Unmanned Aircraft Systems (UAS) segment of $18.7 million offset by a decrease in sales in our Efficient Energy Systems (EES) segment of $5.7 million.

Gross margin for the fourth quarter of fiscal 2015 was $45.4 million, up 50% from fourth quarter fiscal 2014 gross margin of $30.1 million. The increase in gross margin was due to an increase in product margin of $9.7 million and service margin of $5.5 million. As a percentage of revenue, gross margin increased to 52% from 41%.

Income from operations for the fourth quarter of fiscal 2015 was $7.5 million compared to income from operations for the fourth quarter of fiscal 2014 of $6.9 million. The increase in income from operations was a result of an increase in gross margin of $15.2 million and a decrease in selling, general & administrative (SG&A) expense of $1.3 million, offset by an increase in research and development (R&D) of $16.0 million.

Other expense, net, for the fourth quarter of fiscal 2015 was $0.5 million compared to other income, net, for the fourth quarter of fiscal 2014 of $2.9 million.  The decrease was primarily due to the fourth quarter of fiscal 2014 including a $2.8 million increase in fair value of the embedded conversion feature of our convertible bond investment.   During the fourth quarter of fiscal 2015, we did not have any convertible bond investments.

Net income for the fourth quarter of fiscal 2015 was $7.1 million compared to net income for the fourth quarter of fiscal 2014 of $8.1 million.

Earnings per diluted share for the fourth quarter of fiscal 2015 were $0.31 compared to earnings per diluted share for the fourth quarter of fiscal 2014 of $0.35.  Earnings per diluted share for the fourth quarter of fiscal 2015 included a loss of $0.01 per share due to losses on our equity investment. Earnings per diluted share for the fourth quarter of fiscal 2014 included an increase of $0.08 per share due to the increase in fair value of the conversion option of our convertible bond investment.

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FISCAL 2015 FULL-YEAR RESULTS

Revenue for fiscal 2015 was $259.4 million, up 3% from fiscal 2014 revenue of $251.7 million. The increase in revenue resulted from increased sales in our UAS segment of $12.1 million offset by a decrease in sales in our EES segment of $4.4 million.

Gross margin for fiscal 2015 was $104.3 million, up 11% from fiscal 2014 gross margin of $93.6 million. The increase in gross margin was due to an increase in product margin of $10.3 million and service margin of $0.3 million. As a percentage of revenue, gross margin increased to 40% from 37%.

Income from operations for fiscal 2015 was $2.0 million compared to income from operations for fiscal 2014 of $12.4 million. The decrease in income from operations was a result of an increase in R&D of $21.0 million and SG&A of $0.1 million, offset by an increase in gross margin of $10.7 million.

Other expense, net, for fiscal 2015 was $0.1 million compared to other income, net, for fiscal 2014 of $2.5 million. Fiscal 2014 included a $1.8 million increase in fair value of the embedded conversion feature of our convertible bond investment.

Net income for fiscal 2015 was $2.9 million compared to net income for fiscal 2014 of $13.7 million.

Earnings per diluted share for fiscal 2015 were $0.13 compared to earnings per diluted share for fiscal 2014 of $0.60.  Earnings per diluted share for fiscal 2014 included an increase of $0.04 per diluted share, due to the increase in fair value of the conversion option of our convertible bond investment.  Earnings per diluted share for fiscal 2015 were not impacted by our convertible bond and related equity investment.

BACKLOG

As of April 30, 2015, funded backlog (unfilled firm orders for which funding is currently appropriated to us under a customer contract) was $64.7 million compared to $65.9 million as of April 30, 2014.

FISCAL 2016 — OUTLOOK FOR THE FULL YEAR

For fiscal 2016, the company expects to generate revenue of between $260 million and $280 million, and a gross profit margin of between 36 percent and 37.5 percent. Planned increases in strategic R&D and SG&A investments for Commercial UAS in fiscal 2016 may largely offset operating profit in the current fiscal year.

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, June 30, 2015, at 1:30 pm Pacific Time that will be broadcast live over the Internet. Timothy E. Conver, chairman and chief executive officer, Teresa Covington, interim chief financial 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

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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.

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, June 30, 2015, at approximately 4:30 p.m. Pacific Time through Tuesday, July 7, 2015, at 9:00 p.m. Pacific Time. Dial (855) 859-2056 and enter the passcode 51447512. 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, supports and operates an advanced portfolio of Unmanned Aircraft Systems (UAS) and electric transportation solutions. The company’s electric-powered, hand-launched UASs generate and process data to deliver powerful insight, on-demand, to people engaged in military, public safety and commercial activities around the world. 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 EV charging systems for commercial fleets. More information about AeroVironment is available at 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, 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 Income

(In thousands except share and per share data)

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AeroVironment, Inc.

Reconciliation of Earnings 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

(In thousands)

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(1)         We identified a presentation error in our classification of $5.0 million and $5.2 million of amortization/accretion of premiums/discounts related to held-to-maturity investments within the consolidated statement of cash flows for the years ended April 30, 2014 and 2013, respectively. These amounts were previously included in the investing section of the statement of cash flows within the purchases of held-to-maturity investments rather than being properly presented as a reconciling item to net income within the operating section of the statement of cash flows.  For the years ended April 30, 2014 and 2013, we presented the change in held-to-maturity investments as net purchases which was not in accordance with GAAP.  To conform to the appropriate GAAP presentation for the change in held-to-maturity investments, we have corrected the error by adjusting the amortization of held-to-maturity investments between the investing and operating sections of our consolidated statement of cash flows as well as presenting the gross purchases and gross redemptions in the investing section in our prior year financial statements for the years ended April 30, 2014 and 2013.

These presentation errors did not impact our consolidated balance sheets, consolidated statements of income or the overall change in cash and cash equivalents in our consolidated statements of cash flows for these years.  Please see our Annual Report on Form 10-K for the year ended April 30, 2015 for further details.

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Reportable Segment Results are as Follows:

(In thousands)

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Contact:

AeroVironment, Inc.

Steven Gitlin

+1 (626) 357-9983

ir@avinc.com

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