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TABLE OF CONTENTS
Item 8. Financial Statements and Supplementary Data.
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

ý	
 	
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934	

For the fiscal year ended April 30, 2015	

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
(State or other jurisdiction of incorporation or organization)	 	95-2705790
(I.R.S. Employer Identification No.)	

181 W. Huntington Drive, Suite 202
Monrovia, CA
(Address of Principal Executive Offices)	

91016
(Zip Code)	

Registrant's telephone number, including area code: (626) 357-9983
	
Securities registered pursuant to Section 12(b) of the Act:
 	 	 	
Title of Class	 	Name of each exchange on which registered	
Common Stock, par value $0.0001 per share	 	The NASDAQ Stock Market LLC	
Securities registered pursuant to Section 12(g) of the Act:

None

         Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o    No ý

         Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o    No ý

         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  ý     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  ý     No  o

         Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  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. (Check One):
 	 	 	 	 	 	 	
Large accelerated filer o	 	Accelerated filer ý	 	Non-accelerated filer o
(Do not check if a smaller reporting company)	 	Smaller reporting company o	
         Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o    No ý

         The aggregate market value of the voting stock held by non-affiliates of the registrant, based on the closing price on the NASDAQ Global Select Market on October 31, 2014 was approximately $629.2 million.

         As of June 19, 2015, the issuer had 23,349,051 shares of common stock, par value $0.0001 per share, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the registrant's definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the conclusion of the registrant's fiscal year ended April 30, 2015, are incorporated by reference into Part III of this Form 10-K.

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AEROVIRONMENT, INC.
INDEX TO FORM 10-K

	 	 
	 	Page	
PART I	 	 	 	 	

Item 1.	
 	
Business	
 	
2	

Item 1A.	
 	
Risk Factors	
 	
25	

Item 1B.	
 	
Unresolved Staff Comments	
 	
50	

Item 2.	
 	
Properties	
 	
50	

Item 3.	
 	
Legal Proceedings	
 	
50	

Item 4.	
 	
Mine Safety Disclosure	
 	
50	

PART II	

 	

Item 5.	
 	
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	
 	
51	

Item 6.	
 	
Selected Consolidated Financial Data	
 	
53	

Item 7.	
 	
Management's Discussion and Analysis of Financial Condition and Results of Operations	
 	
53	

Item 7A.	
 	
Quantitative and Qualitative Disclosures About Market Risk	
 	
65	

Item 8.	
 	
Financial Statements and Supplementary Data	
 	
66	

Item 9.	
 	
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	
 	
104	

Item 9A.	
 	
Controls and Procedures	
 	
104	

Item 9B.	
 	
Other Information	
 	
105	

PART III	

 	

Item 10.	
 	
Directors, Executive Officers and Corporate Governance	
 	
107	

Item 11.	
 	
Executive Compensation	
 	
107	

Item 12.	
 	
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	
 	
107	

Item 13.	
 	
Certain Relationships and Related Transactions, and Director Independence	
 	
107	

Item 14.	
 	
Principal Accounting Fees and Services	
 	
107	

PART IV	

 	

Item 15.	
 	
Exhibits, Financial Statement Schedules	
 	
108	
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PART I

Forward-Looking Statements

        This Annual Report on Form 10-K, or Annual Report, contains forward-looking statements, which reflect our current views about future events and financial results. We have made these statements in reliance on the safe harbor created by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act). Forward-looking statements include our views on future financial results, financing sources, product development, capital requirements, market growth and the like, and are generally identified by terms such as "may," "will," "should," "could," "targets," "projects," "predicts," "contemplates," "anticipates," "believes," "estimates," "expects," "intends," "plans" and similar words. Forward-looking statements are merely predictions and therefore inherently subject to uncertainties and other factors which could cause the actual results to differ materially from the forward-looking statement. These uncertainties and other factors include, among other things:

•
unexpected technical and marketing difficulties inherent in major research and product development efforts;

•
availability of U.S. government funding for defense procurement and research and development programs;

•
the extensive regulatory requirements governing our contracts with the U.S. government and the results of any audit or investigation of our compliance therewith;

•
our ability to remain a market innovator and to create new market opportunities;

•
the potential need for changes in our long-term strategy in response to future developments;

•
unexpected changes in significant operating expenses, including components and raw materials;

•
changes in the supply, demand and/or prices for our products and services;

•
increased competition, including from firms that have substantially greater resources than we have and in the UAS business from lower-cost consumer drone manufacturers who may seek to enhance their systems' capabilities over time;

•
changes in the regulatory environment; and

•
general economic and business conditions in the United States and elsewhere in the world.

        Set forth below in Item 1A, "Risk Factors" are additional significant uncertainties and other factors affecting forward-looking statements. The reader should understand that the uncertainties and other factors identified in this Annual Report are not a comprehensive list of all the uncertainties and other factors that may affect forward-looking statements. We do not undertake any obligation to update or revise any forward-looking statements or the list of uncertainties and other factors that could affect those statements.

Item 1.    Business.

Overview

        We design, develop, produce, support and operate a technologically-advanced portfolio of products and services for government agencies, businesses and consumers. We supply unmanned aircraft systems, or UAS, tactical missile systems and related services primarily to organizations within the U.S. Department of Defense, or DoD. We also supply charging systems and services for electric vehicles, or EVs, and power cycling and test systems to commercial, consumer and government customers. We

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derive the majority of our revenue from these business areas and we believe that the markets for these solutions have significant growth potential. Additionally, we believe that some of the innovative potential products and services in our research and development pipeline will emerge as new growth platforms in the future, creating additional market opportunities.

        Our success with current products and services stems from our investment in research and development and our ability to invent and deliver advanced solutions, utilizing proprietary and commercially available technologies, to help our government, commercial and consumer customers operate more effectively and efficiently. We develop these highly innovative solutions by working very closely with our key customers in each segment of our business to solve their most important challenges related to our areas of expertise. Our core technological capabilities, developed through more than 40 years of innovation, include lightweight aerostructures; power electronics; electric propulsion systems; efficient electric power generation, conversion, and storage systems; high-density energy packaging; miniaturization; digital data links or DDL; aircraft sensors; controls integration; and systems integration and engineering optimization, hybrid propulsion, vertical takeoff fixed wing flight and autonomy, each coupled with professional field service capabilities.

        Our UAS business segment focuses primarily on the design, development, production, marketing, support and operation of innovative UAS and tactical missile systems and the delivery of UAS-related services that provide situational awareness, remote sensing, multi-band communications, force protection and other information and mission effects to increase the safety and effectiveness of our customers' operations. Our Efficient Energy Systems, or EES, business 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.

Our Strategy

        As a technology solutions provider, our strategy is to develop innovative, safe and reliable new solutions that provide customers with valuable benefits and enable us to create new markets or market segments, gain market share and grow as market adoption increases. We believe that by introducing new solutions that provide customers with compelling value we are able to create new markets or market segments and then grow our positions within those markets or market segments profitably, instead of entering existing markets and competing against large, incumbent competitors that may possess advantages in scope, scale, resources and relationships.

        We intend to grow our business by maintaining market leadership in UAS, tactical missile systems, electric vehicle charging systems and power cycling and test systems, and by creating new solutions that enable us to create and lead new markets. Key components of this strategy include the following:

                Expand our market leadership to grow existing markets and create new adjacent markets.    Our small UAS, tactical missile systems, electric vehicle charging systems and power cycling and test systems enjoy leading positions in their respective markets. We intend to increase the penetration of our small UAS products and services and tactical missile systems within the U.S. military, the military forces of allied nations, other government agencies and non-government organizations, including commercial entities. We believe that the broad adoption of our small UAS by the U.S. military will continue to spur demand by allied nations, and that our efforts to pursue new applications are creating opportunities beyond the early adopter military market. We similarly intend to increase the penetration of our electric vehicle charging systems and services, and our power cycling and test systems, into existing and new customer segments globally.

                Deliver innovative new solutions.    Customer-focused innovation is the primary driver of our growth. We plan to continue pursuing internal and customer-funded research and development to develop better, more capable products, services and business models, both in response to and in anticipation of emerging customer needs. In some cases these innovations result in upgrades to existing

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offerings, expanding their value among existing customers and markets. In other cases these innovations become entirely new solutions that position us to address new markets, customers and business opportunities. We believe research and development investments will allow us to deliver innovative new products and services that address market needs within and outside of our current target markets, and enable us to create new opportunities for growth. We view strategic partners as a means by which to further the reach of our innovative solutions through access to new markets, customers and complementary capabilities.

                Foster our entrepreneurial culture and continue to attract, develop and retain highly-skilled personnel.    Our company culture encourages innovation and an entrepreneurial spirit, which helps to attract and retain highly-skilled professionals. We intend to preserve this culture to encourage the development of the innovative, highly technical system solutions and business models that give us our competitive advantage. A core component of our culture is our intent to demonstrate trust and integrity in all of our interactions, contributing to a positive work environment and engendering loyalty among our employees and customers. We survey our employees to identify opportunities to increase employee engagement and to create a better workplace.

                Preserve our agility and flexibility.    We respond rapidly to evolving markets, solve complicated customer problems, and deliver new products, services and capabilities quickly, efficiently and affordably relative to available alternatives. We believe our agility and flexibility help us to strengthen our relationships with customers and partners. We intend to maintain our agility and flexibility, which we believe to be important sources of differentiation when we compete against organizations with more extensive resources.

                Effectively manage our growth portfolio for long-term value creation.    Our production and development programs and services provide us with investment opportunities that we believe will deliver long-term growth by providing our customers with valuable new capabilities. We evaluate each opportunity independently and within the context of all other investment opportunities to determine its relative timing and potential, and thereby its priority. This process allows us to make informed decisions regarding potential growth capital requirements and ensures that we allocate resources based on relative risks and returns to maximize long-term value creation, which is a key element of our growth strategy.

Customers

        We sell the majority of our UAS and tactical missile systems and services to organizations within the DoD, including the U.S. Army, Marine Corps, Special Operations Command and Air Force. Our EES business segment generates revenue from commercial, consumer and, to a lesser extent, government customers.

        During our fiscal year ended April 30, 2015, we generated approximately 47% of our revenue from the U.S. Army pursuant to orders placed under contract by the U.S. Army on behalf of itself as well as several other organizations within the DoD. Other U.S. government agencies and government subcontractors accounted for 33% of our sales revenue, while purchases by foreign, commercial customers and consumers accounted for the remaining 20% of sales revenue during our fiscal year ended April 30, 2015.

Technology, Research and Development

Technological Competence and Intellectual Property

        Our company was founded by the late Dr. Paul B. MacCready, the former Chairman of our board of directors and an internationally renowned innovator who was instrumental in establishing our entrepreneurial and creative culture. This culture has consistently enabled us to attract and retain

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highly-motivated, talented employees and has established our reputation as an innovative leader in the industries in which we compete.

        The innovations developed by our company and our founder include, among others: the world's first effective human-powered and manned solar-powered airplanes; the first modern passenger electric car, the EV1 prototype for General Motors; the world's highest flying airplane in level flight, Helios™, a solar-powered unmanned aircraft system that reached over 96,000 feet in 2001; and, more recently, Global Observer, the world's first liquid hydrogen-fueled unmanned aircraft system; the Nano Hummingbird™, the world's first flapping wing unmanned aircraft system capable of precise hover and omni-directional flight; and TurboCord™, the smallest, most portable UL-listed 240-volt EV charger. The Smithsonian Institution has selected seven vehicles developed by our company or our founder for its permanent collection. Our history of innovation excellence is the result of our talented, creative and skilled employees whom we encourage to invent and develop innovative new solutions.

        A component of our ongoing innovation is a screening process that helps our business managers identify early market needs, which assists us in making timely investments into critical technologies necessary to develop solutions to address these needs. Similarly, we manage new product and business concepts through a commercialization process that balances spending, resources, time and intellectual property considerations against market requirements and potential returns on investment. Strongly linking our technology and business development activities to customer needs in attractive growth markets constitutes an important element of this process. Throughout the process we revisit our customer requirement assumptions to evaluate continued investment and to help ensure that our products and services deliver high value.

        As a result of our commitment to research and development, we possess an extensive portfolio of intellectual property in the form of patents, trade secrets, copyrights and trademarks across a broad range of UAS and advanced energy technologies. As of April 30, 2015, we had 125 U.S. patents issued; 93 U.S. patent applications pending; 6 active Patent Cooperation Treaty applications; and numerous foreign patents and applications. In many cases, when appropriate and to preserve confidentiality, we opt to protect our intellectual property through trade secrets as opposed to filing for patent protection.

        The U.S. government has licenses to some of our intellectual property that was specifically developed in performance of government contracts, and may use or authorize others to use this intellectual property. In some cases we fund the development of certain intellectual property to maximize its value and limit its use by potential competitors. While we consider the development and protection of our intellectual property to be integral to the future success of our business, at this time we do not believe that a loss or limitation of rights to any particular piece of our intellectual property would have a material adverse effect on our overall business.

Research, Development and Commercialization Projects

        A core component of our business strategy is the development and commercialization of innovative solutions that we believe can become new products or services that enable us to create large new markets or accelerate the growth of our current products and services. We invest in an active pipeline of these commercialization projects that range in maturity from technology validation to early market adoption. We cannot predict when, if ever, we will successfully commercialize these projects, or the exact level of capital expenditures they could require, which could be substantial.

        For the fiscal years ended April 30, 2015, 2014 and 2013, our internal research and development spending amounted to 18%, 10% and 15%, of our revenue, respectively, and customer-funded research and development spending amounted to an additional 14%, 11% and 16%, of our revenue, respectively.

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Sales and Marketing

        Our marketing strategy is based on developing leadership positions in new markets that we create through the introduction of innovation solutions that improve customer operational effectiveness and efficiency. Our ability to operate in an agile, flexible manner helps us achieve first mover advantage and work closely with early customers to achieve successful adoption of our solutions. Once we establish a market position we work to maintain our leadership position while growing our revenue by expanding sales and through continuous innovation and customer support. Our reputation for innovation is a key component of our brand and has been acknowledged through a variety of awards and recognized in numerous articles in domestic and international publications. We have U.S. registered trademarks for AeroVironment, EV Solutions, TurboCord, PosiCharge, PosiNet, Global Observer, Raven, Wasp, Qube and Switchblade, and have submitted several other applications for trademark registration.

International Sales

        We contract with international sales representatives and team with domestic organizations in a number of foreign markets and believe that these markets represent growth opportunities for our business. Our international sales accounted for approximately 9%, 14% and 15%, of our revenue for the fiscal years ended April 30, 2015, 2014 and 2013, respectively.

Competition

        We believe that the principal competitive factors in the markets for our products and services include product performance; safety; features; acquisition cost; lifetime operating cost, including maintenance and support; ease of use; rapid integration with existing equipment and processes; quality; reliability; customer support; and brand and reputation.

Manufacturing and Operations

        We pursue a lean and efficient production strategy across our business segments, focusing on rapid prototyping, supply chain management, final assembly, integration, quality and final acceptance testing. Using concurrent engineering techniques within an integrated product team structure, we rapidly prototype design concepts and products, while optimizing our designs for manufacturing requirements, mission capabilities and customer specifications. Within this framework we develop our products with feedback and input from manufacturing, quality, supply chain management, key suppliers, logistics personnel and customers. We incorporate this input into product designs in an effort to maximize the efficiency and quality of our products. As a result, we believe that we significantly reduce the time required to move a product from its design phase to full-rate production deliveries while achieving high reliability, quality and yields.

        We outsource certain production activities, such as the fabrication of structures, the manufacture of electronic printed circuit board subassemblies, payload components and the medium to high volume production of our EV charging products, to qualified suppliers, with many of whom we have long-term relationships. This outsourcing enables us to focus on final assembly, system integration and test processes for our products, ensuring high levels of quality and reliability. We forge strong relationships with key suppliers based on their ability to grow with our production needs and support our growth plans. We continue to expand upon our suppliers' expertise to improve our existing products and develop new solutions. We rely on both single and multiple suppliers for certain components and subassemblies. See "Risk Factors—If critical components or raw materials used to manufacture our products become scarce or unavailable, then we may incur delays in manufacturing and delivery of our products, which could damage our business" for more information. All of our production system

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operations incorporate internal and external quality programs and processes to increase acceptance rates, reduce lead times and lower cost.

Contract Engineering Services

        We actively pursue externally funded projects that help us to strengthen our technological capabilities. Our UAS business segment submits bids to large research customers such as the Defense Advanced Research Projects Agency, the U.S. Air Force, the U.S. Army and the U.S. Special Operations Command for projects that we believe have future commercial application. Contract engineering services conducted through our EES business segment represent a strategic source of innovation for us, and a portion of our business involves providing advanced battery module and pack testing solutions to automotive and battery manufacturers in support of their electric vehicle development and production programs. Providing these services contributes to the development and enhancement of our technical competencies. In an effort to manage the ability of our key technical personnel to support multiple, high-value research and development initiatives, we attempt to limit the volume of contract engineering projects that we accept. This process enables us to focus these personnel on projects we believe offer the greatest current and future value to our business.

Contract Mix

        The table below shows our revenue for the periods indicated by contract type, including both government and commercial sales:

	 	Fiscal Year Ended
April 30,	 	
 
	 	2015	 	2014	 	2013	 	
Fixed-price contracts	 	 	85	%	 	85	%	 	75	%	
Cost-reimbursable contracts	 	 	15	%	 	15	%	 	25	%	

Employees

        As of April 30, 2015, we had 663 full-time employees, of whom 235 were in research and development and engineering, 58 were in sales and marketing, 213 were in operations and 157 were general and administrative personnel. We believe that we have a good relationship with our employees.

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 April 30, 2015 and 2014, our funded backlog was approximately $64.7 million and $65.9 million, respectively. We expect that approximately 95% of our funded backlog will be filled during our fiscal year ending April 30, 2016.

        In addition to our funded backlog, we had unfunded backlog of $19.1 million and $22.9 million as of April 30, 2015 and 2014, respectively. We define unfunded backlog as the total remaining potential order amounts under 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. Unfunded backlog does not include the remaining potential value associated with a U.S. Army IDIQ-type contract for small UAS because that contract was awarded to five companies in 2012, including AeroVironment, and we cannot be certain that we will receive all task orders issued against the contract.

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        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, are renewed, or new contracts are awarded. A majority of our contracts, specifically our IDIQ contracts, do not obligate the U.S. government to purchase any goods or services. Additionally, all U.S. government contracts included in backlog, whether or not they are funded, may be terminated at the convenience of the U.S. government.

Other Information

        AeroVironment, Inc. was originally incorporated in the State of California in July 1971 and reincorporated in Delaware in 2006.

        Our principal executive offices are located at 181 W. Huntington Dr., Suite 202, Monrovia, California 91016. Our telephone number is (626) 357-9983. Our website home page is http://www.avinc.com . We make our website content available for information purposes only. It should not be relied upon for investment purposes, nor is it incorporated by reference into this Annual Report.

        We make our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and proxy statements for our annual stockholders' meetings, as well as any amendments to those reports, available free of charge through our website as soon as reasonably practical after we electronically file that material with, or furnish it to, the Securities and Exchange Commission, or SEC. You can learn more about us by reviewing our SEC filings. Our SEC reports can be accessed through the investor relations page of our web site at http://investor.avinc.com . These reports may also be obtained at the SEC's public reference room at 100 F. Street, N.E., Washington, DC 20549. The SEC also maintains a web site at www.sec.gov that contains our reports, proxy statements and other information regarding us.

Unmanned Aircraft Systems

        Our UAS business segment addresses the increasing economic and security value of network-centric intelligence, surveillance and reconnaissance, or ISR, communications and remote sensing, with innovative UAS and tactical missile system solutions.

Industry Background

Small UAS

        The market for small UAS has grown significantly over the last decade driven largely by the demands associated with the global threat environment and the resulting procurement by military customers, the early adopters for this technology. Small UAS now represent an accepted and enduring capability for the military. The U.S. military's transformation into a smaller, more agile force that operates via a network of observation, communication and precision targeting technologies accelerated following the terrorist attacks of September 11, 2001, as it required improved, distributed observation and targeting of enemy combatants who operate in small groups, often embedded in dense population centers or dispersed in remote locations. We believe that UAS, which range from large systems, such as Northrop Grumman's Global Hawk  and General Atomics' Predator , Sky Warrior , Reaper  and Gray Eagle , to small systems, such as our Raven, Wasp AE, Puma AE and Shrike, serve as integral components of today's military force. These systems provide critical observation and communications capabilities serving the increasing demand for actionable intelligence, while reducing risk to individual "warfighters." Small UAS can provide real-time observation and communication capabilities to the small units who control them. As airspace regulations in the U.S. and other nations evolve to

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accommodate the commercial use of small UAS, we are pioneering the application of small UAS technology in new markets such as energy, precision agriculture, natural resource management and public safety. We expect further growth through the introduction of UAS technology and services to these emerging commercial applications.

Large UAS

        We believe a market opportunity exists for large UAS that can fly for long periods of time to perform continuous remote sensing and communications relay missions in an affordable manner over great distances. The emergence of distributed military threats in geographic areas with limited communications infrastructure has prompted U.S. military forces to deploy solutions to manage the increasing volume of data generated by their operations in those areas. Existing solutions such as communications satellites and manned and unmanned aircraft address some of this emerging demand for bandwidth, but do so at relatively high financial and resource costs. Given the nature of asymmetrical warfare, with embedded military adversaries operating in population centers, rural areas and remote locations, the ability to observe areas of interest on a continuous basis with high resolution sensors remains a critical and largely unmet need. Geosynchronous satellites provide fixed, continuous communications relay capabilities to much of the globe, but they operate nearly 25,000 miles from the surface of the earth, therefore limiting the bandwidth they can provide and requiring relatively larger, higher power ground stations. Remote sensing satellites typically operate at lower altitudes, but are unable to maintain geosynchronous positions, meaning they are moving with respect to the surface of the earth, resulting in a limited presence over specific areas of interest and significant periods of time during which they are not present over those areas. UAS that are capable of operating in an affordable manner for extended periods of time over an area of interest without gaps in availability while carrying a communications relay or observation payload could help to satisfy this need. Additionally, UAS that can operate for longer durations from smaller naval vessels could enable military forces to project power on a more distributed and flexible basis.

Tactical Missile Systems

        The development of weapons capable of rapid deployment and precision strike while minimizing the risk to surrounding civilians, property and operators accelerated in recent years due to advances in enabling technologies. Weapons such as laser-guided missiles, "smart" bombs and GPS-guided artillery shells have dramatically improved the accuracy of strikes against hostile targets. When ground forces find themselves engaged in a firefight or near a target, their ability to deploy and use a precision weapon system quickly and easily can mean the difference between mission success and failure. Such a rapidly deployable solution could also address emerging requirements for use in other types of situations and from a variety of sea, air and land platforms. We believe that embedding a precision lethal payload into a remotely controlled, man-portable delivery system provides warfighters with a valuable and more cost-effective alternative to existing airborne and land-based missile systems.

Our UAS Solutions

        We supply our UAS products and services to multiple customers inside and outside of the United States. For the fiscal years ended April 30, 2015, 2014 and 2013, our UAS segment products and services accounted for 85%, 83% and 81%, of our revenue, respectively.

Small UAS Products

        Our small UAS, including Raven, Wasp AE, Puma AE and Shrike, are designed to operate reliably a few hundred feet above the ground in a wide range of environmental conditions, providing a valuable vantage point from which to deliver valuable information. Military forces employ our small UAS to deliver intelligence, surveillance and reconnaissance, or ISR, and communications, including real-time

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tactical reconnaissance, tracking, combat assessment and geographic data, directly to the small tactical unit or individual operator, thereby increasing flexibility in mission planning and execution. In commercial applications, we operate our small UAS as part of a turnkey information solution to deliver advanced analysis and prescriptive actions that can reduce costs, enhance safety and increase revenue. Our small UAS wirelessly transmit critical live video and other information generated by their payload of electro-optical, infrared or other sensors directly to a hand-held ground control unit, enabling the operator to view and capture images, during the day or at night, on the control unit. Certain sensors generate a volume of data significantly larger than wireless bandwidth can accommodate, requiring downloading once the air vehicle has landed. Our ground control systems allow the operator to control the aircraft by programming it for GPS-based autonomous navigation using operator-designated way-points or by manual flight operation. The ground control systems are designed for durability and ease of use in harsh environments and incorporate a user-friendly, intuitive user interface. All of our small UAS currently in production for military customers operate from our common ground control system.

        All of our small UAS are designed to be portable by a single person, assembled without tools in less than five minutes and launched and operated by one or two people, with limited training required. The efficient and reliable electric motors used in all of our small UAS are powered by modular battery packs that can be replaced quickly, enabling rapid return to flight. All of our small UAS, other than Switchblade, which we consider a tactical missile system, are designed to be reusable for up to hundreds of flights under normal operating circumstances and can be recovered through an autonomous landing feature that enables a controlled descent to a designated location.

        In military applications, our small UAS enable tactical commanders to observe around the next corner, to the next intersection or past a ridgeline in real-time. This information facilitates faster, safer movement through urban, rural and mountainous environments and can enable troops to be proactive based on field intelligence rather than reactive to attack. Moreover, by providing this information, our systems reduce the risk to warfighters and to the surrounding population by providing the ability to tailor the military response to the threat. U.S. military personnel regularly use our small UAS, such as Raven, for missions such as force protection, combat observation and damage assessment. These reusable systems are easy to transport, assemble and operate and are relatively quiet when flying at typical operational altitudes of 200 to 300 feet above ground level, the result of our efficient electric propulsion systems. Furthermore, their small size makes them difficult to see from the ground. In addition, the low cost of our small UAS relative to larger systems and alternatives makes it practical for customers to deploy these assets directly to warfighters.

        In emerging commercial applications, our small UAS enable companies to manage valuable natural resources such as endangered species and delicate habitats, more effectively and safely than previously possible. Our commercial information services, consisting of trained operators, advanced sensors, cloud-based data processing and application-specific analysis, provide our customers with more accurate and timely information regarding their infrastructure, such as pipelines, roads and bridges, and can provide companies with agriculture operations with more accurate and timely information regarding their crops. Better and more timely information can translate into more efficient maintenance activities that prevent downtime, in the case of the energy industry, and more efficient use of scarce resources such as water, for agriculture.

        Our small UAS offering also includes spare equipment, alternative payload modules, batteries, chargers, repair services and customer support. We provide training by our highly-skilled instructors, who typically have extensive military experience, and continuous refurbishment and repair services for our products. By maintaining close contact with our customers and users in the field, we gather critical feedback on our products and incorporate that information into ongoing product development and research and development efforts. This approach enables us to improve our solutions in response to, and in anticipation of, evolving customer needs.

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        Each system in our small UAS portfolio typically includes multiple aircraft, our common and interoperable hand-held ground control system and an array of spare parts and accessories. Our current small UAS portfolio consists of the following aircraft:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Small
UAS
Product	 	Wingspan
(ft.)	 	Weight
(lbs.)	 	Recovery	 	Standard
Sensors	 	Range
(mi.)(1)	 	Flight Time
(min.)(1)	 	
Puma AE	 	 	9.2	 	 	14	 	Vertical autonomous landing capable (ground or water)	 	Mechanical pan, tilt, zoom and digital zoom electro-optical and infrared	 	 	9.0	 	 	210	 	

Raven	

4.5	

  4.5	
 	
Vertical autonomous landing capable	
 	
Mechanical pan, tilt, zoom and digital zoom electro-optical and infrared	

6.0	

  60 - 90	

Wasp AE	

3.3	

  2.8	
 	
Vertical autonomous landing capable (ground or water)	
 	
Mechanical pan, tilt, zoom and digital zoom electro-optical and infrared	

3.0	

  50	

Shrike	

3.0	

  5.5	
 	
Vertical takeoff and landing	
 	
Mechanical pan, tilt, zoom and digital zoom electro-optical and infrared	

3.0	

  40

(1)
Represents point-to-point minimum customer- mandated specifications for all operating conditions. In optimal conditions, the performance of our products may significantly exceed these specifications. Our DDL relay can enable operational modes that can extend range significantly.

        The ground control system serves as the primary interface between the operator and the aircraft, and allows the operator to control the direction, speed and altitude of the aircraft as well as the orientation of the sensors to view the visual information they produce through real-time, streaming video and metadata. Our common ground control system interfaces with each of our air vehicles, except Qube, providing a common user interface with each of our air vehicles. In addition to the thousands of air vehicles delivered to our customers, thousands of ground control systems are also in our customers' hands.

        The Qube is an unmanned aircraft system tailored to the needs of first response professionals such as law enforcement, search and rescue and fire department personnel. Based on the Shrike platform, the Qube incorporates an advanced touch screen interface to control the system and view the information produced by the air vehicle's onboard sensors. Portable and easy to assemble, operate and stow, the Qube is designed to provide rapid airborne information within one kilometer of its launch point in situations where time is short and risk is high.

        Our line of miniature gimbaled sensor payloads provides small UAS operators with enhanced observation and target tracking functionality. Our DDL is integrated into Puma AE, Raven and Wasp AE, Shrike and Qube systems, enhancing their capabilities, and ultimately, the utility of our small UAS by enabling more efficient radio spectrum utilization and communications security. Small UAS incorporating our DDL offer many more channels as compared to our analog link, increasing the number of air vehicles that can operate in a given area. Additionally, our DDL enables each air vehicle to operate as an Internet-Protocol addressable hub capable of routing and relaying video, voice and data to and from multiple other nodes on this ad hoc network. This capability enables beyond line-of-sight operation of our small UAS, further enhancing their value proposition to our customers.

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UAS Logistics Services

        In support of our small UAS we offer a suite of services that help to ensure the successful operation of our products by our customers. These services generate incremental revenue for the company and provide us with continuous feedback to understand the utility of our systems, anticipate our customers' needs and develop additional customer insights. We believe that this ongoing feedback loop enables us to continue to provide our customers with innovative solutions that help them succeed. We provide spare parts as well as repair, refurbishment and replacement services through our services operation. We designed our services operation to minimize supply chain delays and support our customers with spare parts, replacement aircraft and support whenever and wherever they need them. One of our facilities also serves as the primary depot for repairs and spare parts.

        We provide comprehensive training services to support all of our small UAS. Our highly-skilled instructors typically have extensive military experience. We deploy training teams throughout the continental United States and abroad to support our customers' wide variety of training needs on both production and development-stage systems.

UAS Mission Services

        Customers who require the information generated by our small UAS but who may not wish to purchase, operate and support the equipment themselves can contract with us for turnkey mission services. We deploy qualified operators to locations around the world to provide UAS-generated video, still images and geographic location information to support numerous types of missions.

UAS Contract Engineering Services

        We provide contract engineering services in support of customer-funded research and development projects, delivering new value-added technology solutions to our customers. These types of projects typically involve developing new system solutions and technology or new capabilities for existing solutions that we introduce as retrofits or upgrades. We recognize customer-funded research and development projects as revenue.

UAS Technology, Research and Development

        Our primary areas of technological competence represent the sum of numerous technical skills and capabilities that help to differentiate our approach and product offerings. The following list highlights a number of our key UAS technological capabilities:

•
lightweight, low speed aerostructures and aerodynamic design;

•
miniaturized avionics and micro/nano unmanned aircraft systems;

•
image stabilization and target tracking;

•
autonomous systems;

•
payload design, development, miniaturization and integration;

•
electric, hydrogen and hybrid propulsion systems and high-pressure-ratio turbochargers;

•
high altitude long endurance flight operations;

•
fluid dynamics;

•
miniature, low power wireless digital communications;

•
vertical takeoff and landing fixed-wing flight unmanned aircraft systems; and

•
system integration and optimization.

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Four of our UAS and tactical missile systems development initiatives are described below:

        Tactical Missile System Variants.    We pioneered a rapidly deployable, high-precision tactical missile system, called Switchblade, for defensive use by ground forces. Switchblade is now employed by the U.S. military to provide force protection to its soldiers overseas. During a multitude of demonstrations over the course of several years, multiple potential customers requested modifications to Switchblade to accommodate their specific mission requirements. We performed a number of successful demonstrations and are now developing several variants to Switchblade for new customers and applications, including deployment from sea and air vehicles. We believe these new variants have the potential to expand our tactical missile systems opportunities significantly.

        Tern Medium Altitude Long Endurance Unmanned Aircraft System.    The Defense Advanced Research Projects Agency, or DARPA, awarded us one of two phase II contracts to develop a new category of unmanned aircraft system capable of operating over long distances and for long durations from small naval vessels such as destroyers. We assembled a team of industry leading partners to design and develop our proposed solution for the Tern requirement and we anticipate DARPA to down-select for a phase III award decision during the 2015 calendar year. If successful, Tern has the potential to establish a new category of unmanned aircraft system that would enable naval forces to project power more flexibly and more effectively.

        Commercial Unmanned Aircraft Systems-Based Information Services.    In the same way our small UAS provide on-demand situational awareness to military customers, we can employ our small UAS with advanced sensors to scan vast or inaccessible infrastructure, plants or wildlife, then process and analyze the resulting data to produce actionable information for a wide variety of companies in industries that include energy, agriculture and natural resource management. We have deployed this capability with early adopters and continue to gain knowledge and experience that will enable us to further our leading market position as airspace regulations evolve to permit what could be a large market.

        Global Observer.    Global Observer is our high-altitude, long-endurance unmanned aircraft system under development to address the need for affordable, 24-hour, 365-days-a-year persistent communications and ISR. Each Global Observer aircraft is designed to operate at up to 65,000 feet for up to a week before landing. A complete system would include at least two aircraft, one flying over a designated area and the other in preparation for takeoff or in transit to or from the designated area, which would alternate positions approximately every week to maintain an uninterrupted presence. Global Observer is the continuation of years of research with both our own and U.S. government development funding. We developed and tested the system under a three-and-one-half-year joint capabilities technology demonstration program, or JCTD, sponsored by several agencies of the U.S. government. We expect the efficiency and endurance of this unmanned aircraft system, three to four times the longest flight time of existing payload-capable fixed-wing aerial options, to provide for dramatically lower operating and total life cycle costs for missions where long distance persistent communications or surveillance is critical. The Global Observer platform is intended to be the low-cost equivalent of a 12-mile-high, redeployable satellite, providing a potential footprint of coverage of up to 600 miles in diameter and capable of providing a broad array of services, including high-speed broadband data, video and voice relay and ISR. We expect these capabilities to provide the foundation for multiple high-value applications including communications relay and ISR missions for defense and homeland security, storm tracking, telecommunications infrastructure, wildfire detection/tracking and disaster recovery services.

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        The first Global Observer aircraft developed in the JCTD successfully completed extensive ground testing and then eight test flights at Edwards Air Force Base in California between August 2010 and March 2011, with the last three flights using its liquid hydrogen-fueled propulsion system. More than 18 hours into its ninth flight, after reaching 30,000 feet altitude, the aircraft experienced a mishap that resulted in it impacting the ground on an uninhabited portion of the base and being damaged beyond repair. Our internal analysis quickly determined the cause of the mishap and we subsequently developed and successfully tested a solution designed to prevent it from happening in the future.

        UAS Sales and Marketing

        We organize our U.S. UAS business development team members by market and customer and we locate team members in close proximity to the customers they support, where possible. Our program managers are organized by product and focus on designing optimal solutions and contract fulfillment, as well as internalizing feedback from customers and users. By maintaining assigned points of contact with our customers, we believe that we are able to maintain our relationships, service existing contracts effectively and gain vital feedback to improve our responsiveness and product offerings.

        UAS Manufacturing and Operations

        Continued investment in infrastructure has established our manufacturing capability to meet demand with scalable capacity. We have the manufacturing infrastructure to produce UAS products at high rates, support initial low rate production for new UAS development programs and tactical missile systems and execute initial low-rate production of large UAS. By drawing upon experienced personnel across various manufacturing industries including aerospace, automotive and volume commodities, we have instituted lean production systems and leverage our International Organization for Standardization, or ISO, certification, integrated supply chain strategy, document control systems, and process control methodologies for high volume, efficient production. Presently, we perform small UAS manufacturing at the 85,000 square foot manufacturing facility we established in 2005. This ISO 9001:2008 certified manufacturing facility is designed to accommodate demand of up to 1,000 aircraft per month. ISO 9001:2008 refers to a set of voluntary standards for quality management systems. These standards are established by the ISO to govern quality management systems used worldwide. Companies that receive ISO certification have passed audits performed by a Registrar Accreditation Board-certified auditing company. These audits evaluate the effectiveness of companies' quality management systems and their compliance with ISO standards. Some companies and government agencies view ISO certification as a positive factor in supplier assessments. Our 105,000 square foot facility housing the Global Observer and Tern programs is equipped with specialized testing and production capabilities to enable low rate production of these unique systems.

        UAS Competition

        The market for military small UAS continues to evolve in response to changing technologies, shifting customer needs and expectations and the potential introduction of new products. We believe that a number of established domestic and international defense contractors have developed or are developing small UAS that will continue to compete directly with our products. Some of these contractors have significantly greater financial and other resources than we possess. Our current principal small UAS competitors include Elbit Systems Ltd., L-3 Communications Holdings, Inc. and Lockheed Martin Corporation. We do not view large UAS such as Northrop Grumman Corporation's Global Hawk , General Atomics, Inc.'s Predator  and its derivatives, The Boeing Company's ScanEagle  and Textron Inc.'s Shadow  as direct competitors to our small UAS because they perform different missions, do not typically deliver their information directly to front-line ground forces and are not hand-launched and controlled. However, we cannot be certain that these platforms will not become

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direct competitors in the future. The market for long endurance UAS is in an early stage of development. As a result, this category is not well defined and is characterized by multiple potential solutions. An existing contractor that claims to provide long endurance UAS is Northrop Grumman Corporation with its Global Hawk. Several aerospace and defense contractors are pursuing this market opportunity with proposed very long duration UAS, including The Boeing Company, Qinetiq Group PLC, Aurora Flight Sciences Corporation, Lockheed Martin Corporation and Northrop Grumman Corporation. Some internet technology companies have acquired small firms that focus on this type of capability and represent potential future competitors. Companies pursuing airships as a solution for this market include Lockheed Martin Corporation and Northrop Grumman Corporation. Companies pursuing satellites as a solution for this market include The Boeing Company, Lockheed Martin Corporation, General Dynamics Corporation, EADS N.V., Ball Corporation and Orbital Sciences Corporation.

        The suppliers of UAS mission services include some competitors in the small UAS market as well as companies focused on delivering UAS related services. UAS manufacturers such as The Boeing Company's Insitu Business and Textron Inc.'s AAI Corporation currently provide UAS mission services to military customers while other companies such as ISR Group Inc. and VT Group plc focus on providing UAS related services.

        The market for tactical missile systems is in an early stage of development, but it is evolving rapidly. Potential competitors in this market include Textron Inc. and Lockheed Martin Corporation.

        The market for commercial UAS products and services is in an early stage of development, but is evolving rapidly, generating a great deal of interest as government regulations evolve to accommodate commercial UAS operations in the National Airspace System and in the airspace of other countries. Given the breadth of applications and the diversity of industries that could benefit from UAS technology, a growing number of potential competitors in this market include consumer drone manufacturers who seek to enhance their systems' capabilities over time; other small UAS manufacturers, including large aerospace companies; aerial surveying and mapping service providers; ground-based surveying and mapping service providers; satellite imagery providers and specialty system manufacturers and service providers aiming to address specific market segments. The emerging non-military market is attracting numerous additional competitors given perceived lower barriers to entry and a much more fragmented marketplace as compared to the military market. Potential additional competitors include start-up companies providing low cost solutions.

        We believe that the principal competitive factors in the markets for our UAS products and services include product performance, features, acquisition cost, lifetime operating cost, including maintenance and support, ease of use, integration with existing equipment and processes, quality, reliability, customer support, brand and reputation.

        UAS Regulation

        Due to the fact that we contract with the DoD and other agencies of the U.S. government, we are subject to extensive federal regulations, including the Federal Acquisition Regulations, Defense Federal Acquisitions Regulations, Truth in Negotiations Act, Foreign Corrupt Practices Act, False Claims Act and the regulations promulgated under the DoD Industrial Security Manual, which establishes the security guidelines for classified programs and facilities as well as individual security clearances. The federal government audits and reviews our performance on contracts, pricing practices, cost structure, and compliance with applicable laws, regulations and standards. Like most government contractors, our contracts are audited and reviewed on a continual basis by federal agencies, including the Defense Contract Management Agency, or DCMA, and the Defense Contract Audit Agency, or DCAA.

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        Certain of these regulations impose substantial penalties for violations, including suspension or debarment from government contracting or subcontracting for a period of time. We monitor all of our contracts and contractual efforts to minimize the possibility of any violation of these regulations.

        In addition, we are subject to industry-specific regulations due to the nature of the products and services we provide.

        For example, we are subject to further U.S. government regulation, including by the FAA, which regulates airspace for all air vehicles in the U.S. National Airspace System, by the National Telecommunications and Information Administration and the Federal Communications Commission, which regulate the wireless communications upon which our UAS depend in the United States, and under the International Traffic in Arms Regulations, which regulates the export of controlled technical data, defense articles and defense services. In 2006, the FAA issued a clarification of its existing policies stating that, in order to engage in public use of small UAS in the U.S. National Airspace System, a public (government) operator must obtain a Certificate of Authorization, or COA, from the FAA or fly in restricted airspace. The FAA's COA approval process requires that the public operator certify the airworthiness of the aircraft for its intended purpose, that a collision with another aircraft or other airspace user is extremely improbable, that the small unmanned aircraft system complies with appropriate cloud and terrain clearances and that the operator or spotter of the small unmanned aircraft system is generally within one half-mile laterally and 400 feet vertically of the small unmanned aircraft system while in operation. Furthermore, the FAA's clarification of existing policy states that the rules for radio-controlled hobby aircraft do not apply to public or commercial use of small UAS. In 2012, the U.S. Congress mandated that the FAA develop rules that provide for the integration of small UAS into the U.S. National Airspace System by September 30, 2015.

        The FAA issued the first restricted type certificate for the commercial operation of an unmanned aircraft over American soil to our Puma AE system in 2014. Under a COA, we are operating Puma AE systems in the Prudhoe Bay area of Alaska to support a major oil and gas customer. The Secretary of Transportation has the authority to determine whether an airworthiness certificate is required for a UAS to operate safely in the U.S. National Airspace System. On September 25, 2014 the FAA began issuing case-by-case authorization for certain unmanned aircraft to perform commercial operations prior to the finalization of the rules providing for the integration of small UAS into the U.S. National Airspace System. As of May 11, 2015 the FAA had granted us four exemptions for the use of our Puma AE and Shrike systems for agriculture, aerial survey, and patrol operations and for inspections of fixed infrastructures in controlled environments. On February 15, 2015 the FAA proposed a framework of regulations that would allow routine use of certain small unmanned aircraft systems (UAS) in the U.S. National Airspace System. The FAA proposal offers safety rules for small UAS (under 55 pounds) conducting non-recreational operations. The rule would limit flights to daylight and visual-line-of-sight operations. The rule also addresses height restrictions, operator certification, optional use of a visual observer, aircraft registration and marking, and operational limits. The FAA requested and is reviewing public comments to the notice of proposed rulemaking with the intent of proposing final rules at some point in the future. Until the FAA finalizes the rules respecting UAS in the U.S. National Airspace System, the prior rules remain in effect.

        Furthermore, our non-U.S. operations are subject to the laws and regulations of foreign jurisdictions, which may include regulations that are more stringent than those imposed by the U.S. government on our U.S. operations.

        UAS Government Contracting Process

        We sell the significant majority of our small UAS products and services as the prime contractor under contracts with the U.S. government. Certain important aspects of our government contracts are described below.

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        UAS Bidding Process

        Most of our current government contracts were awarded through a competitive bidding process. The U.S. government awards competitive-bid contracts based on proposal evaluation criteria established by the procuring agency. Competitive-bid contracts are awarded after a formal bid and proposal competition among providers. Interested contractors prepare a bid and proposal in response to the agency's request for proposal or request for information. A bid and proposal is usually prepared in a short time period in response to a deadline and requires the extensive involvement of numerous technical and administrative personnel. Following award, competitive-bid contracts may be challenged by unsuccessful bidders.

        UAS Funding

        The funding of U.S. government programs is subject to congressional appropriations. Although multi-year contracts may be authorized in connection with major procurements, Congress generally appropriates funds on a fiscal year basis, even though a program may continue for many years. Consequently, programs are often only partially funded initially, and additional funds are committed only as Congress makes further appropriations.

        The U.S. military funds its contracts for our full-rate production UAS either through operational needs statements or as programs of record. Operational needs statements represent allocations of discretionary spending or reallocations of funding from other government programs. Funding for our production of initial Raven system deliveries, for example, was provided through operational needs statements. We define a program of record as a program which, after undergoing extensive DoD review and product testing, is included in the five-year government budget cycle, meaning that funding will be allocated for purchases under these contracts during the five-year cycle, absent affirmative action by the customer or Congress to change the budgeted amount. Funding for these programs is subject to annual approval.

        UAS Material Government Contract Provisions

        All contracts with the U.S. government contain provisions, and are subject to laws and regulations, that give the government rights and remedies not typically found in commercial contracts, including rights that allow the government to:

•
terminate existing contracts for convenience, which affords the U.S. government the right to terminate the contract in whole or in part anytime it wants for any reason or no reason, as well as for default;

•
reduce or modify contracts or subcontracts, if its requirements or budgetary constraints change;

•
cancel multi-year contracts and related orders, if funds for contract performance for any subsequent year become unavailable;

•
claim rights in products and systems produced by its contractors if the contract is cost reimbursable and the contractor produces the products or systems during the performance of the contract;

•
adjust contract costs and fees on the basis of audits completed by its agencies;

•
suspend or debar a contractor from doing business with the U.S. government; and

•
control or prohibit the export of products.

        Generally, government contracts are subject to oversight audits by government representatives. Compensation in the event of a termination, if any, is limited to work completed at the time of

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termination. In the event of termination for convenience, the contractor may receive a certain allowance for profit on the work performed.

        UAS Government Contract Categories

        We have three types of government contracts, each of which involves a different payment methodology and level of risk related to the cost of performance. These basic types of contracts are typically referred to as fixed-price contracts, cost reimbursable contracts, including cost-plus-fixed fee, cost-plus-award fee, and cost-plus-incentive fee, and time-and-materials contracts.

        In some cases, depending on the urgency of the project and the complexity of the contract negotiation, we will enter into a Letter Contract prior to finalizing the terms of a definitive fixed-price, cost reimbursable or time-and-materials definitive contract. A Letter Contract is a written preliminary contractual instrument that provides limited initial funding and authorizes us to begin immediately manufacturing supplies or performing services while negotiating the definitive terms of the procurement.

        Fixed-Price.    These contracts are not subject to adjustment by reason of costs incurred in the performance of the contract. With this type of contract, we assume the risk that we will not be able to perform at a cost below the fixed-price, except for costs incurred because of contract changes ordered by the customer. Upon the U.S. government's termination of a fixed-price contract, generally we would be entitled to payment for items delivered to and accepted by the U.S. government and, if the termination is at the U.S. government's convenience, for payment of fair compensation for work performed plus the costs of settling and paying claims by any terminated subcontractors, other settlement expenses and a reasonable allowance for profit on the costs incurred.

        Cost Reimbursable.    Cost reimbursable contracts include cost-plus-fixed fee contracts, cost-plus-award fee contracts and cost-plus-incentive fee contracts. Under each type of contract, we assume the risk that we may not be able to recover costs if they are not allowable under the contract terms or applicable regulations, or if the costs exceed the contract funding.

•
Cost-plus-fixed fee contracts are cost reimbursable contracts that provide for payment of a negotiated fee that is fixed at the inception of the contract. This fixed fee does not vary with actual cost of the contract, but may be adjusted as a result of changes in the work to be performed under the contract. This contract type poses less risk of loss than a fixed-price contract, but our ability to win future contracts from the procuring agency may be adversely affected if we fail to perform within the maximum cost set forth in the contract.

•
A cost-plus-award fee contract is a cost reimbursable contract that provides for a fee consisting of a base amount, which may be zero, fixed at inception of the contract and an award amount, based upon the government's satisfaction with the performance under the contract. With this type of contract, we assume the risk that we may not receive the award fee, or only a portion of it, if we do not perform satisfactorily.

•
A cost-plus-incentive fee contract is a cost reimbursable contract that provides for an initially negotiated fee to be adjusted later by a formula based on the relationship of total allowable costs to total target costs.

        We typically experience lower profit margins and lower risk under cost reimbursable contracts than under fixed-price contracts. Upon the termination of a cost reimbursable contract, generally we would be entitled to reimbursement of our allowable costs and, if the

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termination is at the U.S. government's convenience, a total fee proportionate to the percentage of work completed under the contract.

        Time-and-Materials.    Under a time-and-materials contract, our compensation is based on a fixed hourly rate established for specified labor or skill categories. We are paid at the established hourly rates for the hours we expend performing the work specified in the contract. Labor costs, overhead, general and administrative costs and profit are included in the fixed hourly rate. Materials, subcontractors, travel and other direct costs are reimbursed at actual costs plus an amount for material handling. We make critical pricing assumptions and decisions when developing and proposing time-and-materials labor rates. We risk reduced profitability if our actual costs exceed the costs incorporated into the fixed hourly labor rate. One variation of a standard time-and-materials contract is a time-and-materials, award fee contract. Under this type of contract, a positive or negative incentive can be earned based on achievement against specific performance metrics.

        UAS Indefinite Delivery Indefinite Quantity Contract Form

        The U.S. government frequently uses IDIQ contracts and IDIQ-type contract forms, such as cost reimbursable and fixed price contracts with multiple one-year options, to obtain fixed-price, cost reimbursable and time-and-materials contractual commitments to provide products or services over a period of time pursuant to established general terms and conditions. At the time of the award of an IDIQ contract or IDIQ-type contract, the U.S. government generally commits to purchase only a minimal amount of products or services from the contractor to whom such contract is awarded.

        After award of an IDIQ contract the U.S. government may issue task orders for specific services or products it needs. The competitive process to obtain task orders under an award contract is limited to the pre-selected contractors. If an IDIQ contract has a single prime contractor, then the award of task orders is limited to that contractor. If the contract has multiple prime contractors, then the award of the task order is competitively determined among only those prime contractors.

        IDIQ and IDIQ-type contracts typically have multi-year terms and unfunded ceiling amounts that enable, but do not commit, the U.S. government to purchase substantial amounts of products and services from one or more contractors.

        Efficient Energy Systems

        Our EES business segment addresses the increasing economic, environmental and energy security value of electric transportation with solutions for developing, manufacturing and charging electric vehicles.

        Industry Background

        Electric Vehicle Charging Systems

        Plug-in electric vehicles or PEVs and advanced hybrid electric vehicles or HEVs require on-board battery packs to provide the electricity that powers their operation. These battery packs vary in chemistry, size, weight, shape, and energy storage capacity. As drivers operate electric vehicles, their battery packs discharge electricity similar to the way an internal combustion vehicle's gasoline tank supplies fuel to the engine as it is driven. Upon discharging the battery pack, the driver of an electric vehicle must either replace it with a fully charged pack, if it is removable, or recharge the pack while it remains in the vehicle. Because of the differences in battery sizes and composition, as well as the manner in which each vehicle is operated and the type of electric service available, a variety of charging systems exist to support these vehicles. These charging systems range from relatively slow charging devices that require many hours to completely recharge a battery pack to very fast chargers that can do so in minutes.

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        Passenger and Fleet Electric Vehicle Charging Systems

        Numerous factors contribute to a growing interest among consumers, governments and automakers in vehicles that do not rely solely on fossil fuels. These factors include:

•
concerns regarding the environmental impact of resource extraction and carbon emissions associated with fossil fuel-based transportation;

•
awareness of the geopolitical and economic costs associated with the current dependence on petroleum imports;

•
anticipation of future energy price volatility;

•
the increasing demand for automobiles in large, rapidly growing markets such as China and India and the resulting anticipated growth in demand for fossil fuels; and

•
government and private investments in "clean" technologies.

        In response to these factors most major automotive manufacturers around the world are developing and introducing modern PEVs for everyday consumer and fleet transportation. Vehicles in this class incorporate battery electric drive systems either in a dedicated format in which an onboard battery pack supplies electricity to one or more electric motors, or in an advanced hybrid design, in which an onboard battery pack provides electricity to an electric motor, and a small onboard internal combustion engine recharges the battery as needed. A PEV requires that its battery pack be recharged from an external power source or be replaced with a fully charged battery pack. An advanced HEV does not require recharging from an external power source because an onboard gasoline powered internal combustion engine recharges the battery pack, but using an external power source can minimize gasoline consumption and vehicle carbon emissions.

        Most EVs recharge using external systems installed at home, work and at public places such as shopping centers, supermarkets, highway rest stops, and locations similar to gasoline refueling stations. With a growing number of new consumer electric vehicle models now deployed, and additional models scheduled to follow, there exists demand for charging infrastructure to enable their safe, reliable and practical recharging.

        The rate at which a passenger electric vehicle battery pack can be recharged depends on a number of factors including battery type, size, ambient temperature, the capacity of the vehicle's onboard controller to convert electricity to the proper format for storage in a battery pack, its ability to receive high current charging and the amount of power available. Electric vehicle charging systems may be segmented into three general categories.
 	 	 	 	 	
Level	 	Infrastructure Requirement	 	Recharge Time	
Level 1	 	Power cord with safety features that plugs into a dedicated 120-volt AC outlet	 	Capable of slow recharge that could require up to 24 hours or more for certain battery packs	
Level 2, known as Electric Vehicle Supply Equipment	 	A hard-wired or portable device that requires professional installation of a dedicated 240-volt AC circuit	 	Capable of fully recharging most battery packs in two to six hours	
Level 3, DC or fast/quick charge	 	Typically requires installation onto a three-phase, 480-volt AC circuit	 	Capable of fully recharging battery packs designed to accept such a charge in minutes	
        We believe that broad adoption of passenger electric vehicles requires a mix of these types of charging systems, distributed so as to make them accessible to drivers when and where they need them.

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The adoption of passenger electric vehicles also necessitates supporting services, such as: experienced electrical assessment and installation, the integration of PEVs and charging systems into smart grids and the ability to monitor and manage the use of electricity and provide for various payment methods and plans such as subscription and credit card point-of-sale.

        Industrial Electric Vehicle Charging Systems

        Industrial electric vehicles have been in use extensively for decades. In industrial environments such as factories, distribution centers and airports, fast charge technology, which charges a battery with a high electrical current while the battery remains in the vehicle, eliminates the need for frequent battery changing and a dedicated battery room. This approach increases productivity, reduces operating costs and improves facility safety. The earliest adopters of fast charge technology include the automotive and air transportation industries. Large food and retail industry customers now also utilize fast charge technology.

        Industrial electric vehicles rely on large onboard batteries that can consume up to 17 cubic feet and weigh up to 3,500 pounds. In multi-shift fleet operations, traditional slow charging systems require users to exchange vehicle batteries throughout the day because these batteries discharge their energy through vehicle usage and there is insufficient vehicle downtime to recharge them during a shift. As a result, drivers must leave their work areas when the battery reaches a low state of charge and drive to a dedicated battery changing room, which often occupies valuable floor space and is frequently located far from a driver's work area. The driver, or in some cases a dedicated battery attendant, must then remove the battery from the vehicle, place it on a storage rack, connect it to a conventional battery charger, identify a fully-charged battery, move it into the vehicle's battery compartment and reconnect the battery to the motor before the driver may return to the work area. These battery changes take place every day in facilities around the world, resulting in reduced material movement and increased operating costs. Furthermore, depending on the type of battery, conventional battery chargers can require up to eight hours to recharge the battery, which then must cool for up to an additional eight hours before it is ready to be used again. Consequently, depending on vehicle usage and the number of shifts in an operation, a fleet may require more than one battery per vehicle, which necessitates additional storage space, chargers and maintenance time. Moreover, the high levels of heat generated by conventional battery chargers during their normal use can cause excessive evaporation of the water contained in the battery and damage to the battery's components. Over time, this evaporation of fluid and damage to components result in battery degradation and adversely affect the battery's life.

        Power Cycling and Test Systems

        Developers and manufacturers of electric and hybrid electric vehicles typically conduct a variety of tests on the electric propulsion and energy storage systems that convert electricity to motion. These tests include simulating the consumption, conversion and storage of electricity through a range of operating scenarios, and include long-term testing to simulate the rigors of real-world driving. Developers of battery packs, electric motors and fuel cells also test their devices to validate design hypotheses and identify potential operating issues. Customers include commercial, government, military and university research and development labs as well as commercial manufacturing facilities.

        Our EES Solutions

        EES Products

        Our EES business segment produces electric transportation and industrial productivity solutions for commercial, consumer and government customers, develops new potential electric transportation solutions and performs contract engineering services. These solutions consist of: electric vehicle charging systems, services and related solutions for plug-in passenger and fleet vehicles, PosiCharge

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industrial electric vehicle charging systems for electric material handling vehicles and airport ground support equipment, and power cycling and test systems for developers and manufacturers of EVs as well as battery packs, electric motors and fuel cells. For the fiscal years ended April 30, 2015, 2014 and 2013, EES sales accounted for 15%, 17% and 19%, respectively, of our revenue. We believe that the markets for our electric vehicle charging systems and power cycling and test systems continue to develop and that continued diversification of our customer base and the increasing adoption of electric vehicles will support increased penetration into target markets.

        Passenger and Fleet Electric Vehicle Charging Systems

        In response to automakers' introductions of PEVs and broader trends favoring electric transportation, we have developed solutions to support the adoption and use of PEVs by nearly every major automaker and many startups worldwide. Our initial EV charging technology emerged from our development of the GM Impact, the first modern EV. Over two decades we improved the technology, deployed it to industrial markets, and adapted it for the current generation of EVs. We believe that most EV drivers will charge their vehicles overnight at their homes. Those without a charging location at home or who make trips beyond the range of their vehicle's battery pack will require public charging infrastructure. Our strategy is to offer a full solution of charging infrastructure, including TurboCord portable dual voltage level 2 charging cords, overnight home chargers, public chargers, public fast chargers, installation services, data collection systems and communications through multiple wired and wireless data communications options. We offer an integrated solution designed to enable the broad adoption and the practical use of PEVs and HEVs.

        A component of our strategy is to develop relationships across multiple channels that lever our strengths and provide complementary pathways to market. We have announced several such agreements to date with leading auto manufacturers, electric utilities and state and municipal governments.

        We believe these relationships represent a valuable position from which to expand our charging infrastructure footprint. We continue to work with automakers, utilities and government agencies at multiple levels as well as with private industry to explore business models and to promote our solutions.

        In addition to the thousands of level 2 charging systems we have deployed in North America, we have also deployed PEV fast charging systems, which we view as a powerful tool that can help enable the broader adoption of PEVs.

        Passenger and Fleet Electric Vehicle Charging Services

        We have established broad geographic coverage in North America to provide installation and repair services for our growing footprint of passenger and fleet electric vehicle charging systems. We identify, qualify, select, train, certify and monitor the performance of these contractors and equip them with proprietary tools, expertise and web-based information systems to facilitate the successful installation and support of our charging systems as this market opportunity grows. Our 24-hour customer service center provides support to answer customer inquiries and promote a high level of customer satisfaction.

        In addition to supplying and installing stand-alone passenger and fleet EV charging systems that do not communicate with a network, we also supply and install charging systems that possess the ability to connect wirelessly with a web-accessible, centralized database for two-way communication and asset management. This capability enables us to provide an integrated, networked solution to support subscriber and utility business models. Our charging systems incorporate meters that provide electricity consumption information for analysis and revenue generation and permit remote management.

        The appearance of our products and services can readily be customized to support our partners' marketing programs. This capability is designed to enable automakers, utilities, government agencies

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and other businesses to deliver a branded solution to their customers that will enhance their customer relationships.

        PosiCharge Industrial Electric Vehicle Charging System

        Developed from our work on electric and HEVs and advanced battery systems in the 1990s, PosiCharge industrial electric vehicle charging systems quickly and safely recharge industrial electric vehicle batteries while the batteries remain in the vehicle during regularly scheduled breaks and at other times when the vehicle is not in use. By eliminating battery changing, PosiCharge systems improve supply chain productivity by returning time to the vehicle operator to complete more work. Furthermore, because of their advanced efficient energy capabilities, PosiCharge systems can reduce the amount of electricity required to support industrial electric vehicles by several hundred dollars per year per vehicle, as compared to less efficient conventional battery chargers. Many customers who implement our charging systems in their facilities are able to re-purpose the battery changing room floor space for more productive activities and create a safer working environment, as drivers or battery attendants no longer need to exchange large lead-acid batteries continually.

        The proprietary battery charging algorithms built into PosiCharge systems, which are tailored to battery type, brand and size, maximize the rate at which they deliver energy into the battery while minimizing heat generation and its damaging effects on the battery's internal components. We developed these algorithms over years of advanced battery testing and usage. We believe our work to develop these algorithms contributed to the major battery manufacturers offering warranties for the use of their batteries with our charging systems, which provided a critical assurance to customers that our rapid charging systems would not harm their batteries. In combination with a weekly equalization charge that balances all the cells within the battery pack, our "intelligent" charging process enhances the performance of batteries. We believe that competing rapid and conventional charging systems, which lack our current and voltage regulating tailored charge algorithms and monitoring capabilities, may actually contribute to lower battery performance and lifespan, ultimately resulting in higher battery costs and degraded vehicle performance.

        Our PosiCharge offering is focused on providing smart, efficient products to enhance the charging process and help customers maximize the life and performance of their industrial fleets by managing and extending the lives of their batteries, and thereby increasing the productivity of their drivers.

        Power Cycling and Test Systems

        We supply a line of power cycling and test systems to research and development organizations that focus on electric propulsion systems, electric generation systems and electricity storage systems. Customers employ these systems to test batteries, electric motors, electric and hybrid drivetrains and fuel cell systems.

        Our line of DC test systems has the flexibility to perform a variety of electric load tests. With a power range (+/–5kW to +/–800kW) of bi-directional DC equipment, our power cycling and test systems can handle a wide variety of DC supply or load requirements—from lead acid to the latest lithium-ion battery chemistries to fuel cells with integrated power electronics. In addition, these systems can emulate any drive train component, enabling the testing of individual components or partial drive trains accurately and realistically, and allowing hardware-in-the-loop testing. We also offer flexible software control options via the C language Remote Operation System and Windows-based languages such as LabVIEW or CAN.

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        EES Technology, Research and Development

        The following list highlights a number of our key EES technological capabilities:

•
battery management and testing;

•
power electronics and controls;

•
efficient electric drive systems and controls;

•
high-density energy packaging;

•
efficient electric power generation, storage and management;

•
charging algorithms and thermal management;

•
on/off grid controls and controls integration;

•
system integration and optimization; and

•
web-based real-time data collection and reporting.

        EES Sales and Marketing

        Passenger and Fleet Electric Vehicle Charging Systems

        As the market for PEVs evolves, we are pursuing numerous potential sales channels for our products and services. We continue to seek to partner with auto manufacturers, utilities, government agencies and others to position ourselves for an increase in demand for charging solutions associated with electric and HEV adoption. We also sell our charging products to consumers, both directly and via major retailers. We have a broad network of licensed electrical contractors whom we train and certify to install and service home and public charging systems. To enable this installation and service network we have developed an e-commerce platform to integrate customers' orders, inventory management, dispatching and provisioning, billing and product and service traceability. This platform, along with our broad network, is designed to support our growth as we pursue numerous electric vehicle charging opportunities.

        Industrial Electric Vehicle Charging Systems

        We primarily sell our PosiCharge industrial electric vehicle charging systems through a dedicated, direct sales force complemented by a network of resellers and industrial battery and lift-truck dealers. The sales team targets large entities with the potential for domestic and international enterprise adoption of our solutions. The sales team also coordinates distribution of PosiCharge systems through battery and lift-truck dealers. These dealers' relationships with, and proximity to, our customers' facilities enable them to sell our solutions and provide post-sale service to our customers. We believe that these dealers are well suited to address the large number of smaller and geographically dispersed customers with industrial vehicle fleets. When evaluating a facility for its ability to benefit from PosiCharge systems, we typically perform a detailed analysis of the customer's operations. This analysis allows us to quantify the benefit projected for a PosiCharge system implementation, helping customers to determine for themselves if the business case is sufficiently compelling.

        Power Cycling and Test Systems

        We sell our power cycling and test systems through a dedicated, direct sales force and through a network of international distributors and representatives who have access to the research and development and manufacturing organizations that procure and use these types of systems. Given the distances involved, we enable and often rely on our international distributors to provide service in support of our customers.

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        EES Manufacturing and Operations

        We perform assembly and testing of our power cycling and test systems at a 20,000 square foot, ISO 9001:2008 and ISO14001:2004 certified facility. We designed this facility for flexibility, using a work cell model for final assembly, and have included fixtures optimized for final testing. We utilize contract manufacturing for the production of the majority of our PosiCharge industrial electric vehicle charging systems. We have also implemented a contract manufacturing strategy to support our passenger and fleet electric and HEV charging systems business opportunity.

        EES Competition

        Competitors in the emerging market for passenger and fleet electric and HEV charging systems include focused charging system suppliers such as ChargePoint, Inc. and ClipperCreek, Inc. and large industrial electrical device suppliers such as Bosch Automotive Service Solutions LLC, Delta Electronics, Inc., Eaton Corporation, General Electric Company, Leviton Manufacturing Co., Inc., Schneider Electric SA, The ABB Group and Siemens AG.

        The primary direct competitors to PosiCharge systems are other fast charge suppliers, including Aker Wade Power Technologies LLC, Minit-Charger and PowerDesigners, LLC. Some of the major industrial motive battery suppliers have aligned themselves with fast charge suppliers. In addition, our PosiCharge systems compete against the traditional method of battery changing. Competitors in this area include suppliers of battery changing equipment and infrastructure, designers of battery changing rooms, battery manufacturers and dealers who may experience reduced sales volume because PosiCharge systems reduce or eliminate the need for extra batteries.

        Direct competitors for our power cycling and test systems include Bitrode Corporation and Digatron Power Electronics.

        We believe that the principal competitive factors in the markets for our products and services include product performance, safety, features, acquisition cost, lifetime operating cost, including maintenance and support, ease of use, integration with existing equipment, quality, reliability, customer support, brand and reputation.

        For additional financial information with respect to our UAS and EES segments, please see Note 18 to our consolidated financial statements, which are included in Item 8, "Financial Statements and Supplementary Data" of this Annual Report.

Item 1A.    Risk Factors.

General Business Risks

We rely heavily on sales to the U.S. government, particularly to agencies of the Department of Defense.

        Historically, a significant portion of our total sales and substantially all of our small UAS sales have been to the U.S. government and its agencies. Sales to the U.S. government, either as a prime contractor or subcontractor, represented approximately 80% of our revenue for the fiscal year ended April 30, 2015. The DoD, our principal U.S. government customer, accounted for approximately 59% of our revenue for the fiscal year ended April 30, 2015. We believe that the success and growth of our business for the foreseeable future will continue to depend to a significant degree on our ability to win government contracts, in particular from the DoD. Many of our government customers are subject to budgetary constraints and our continued performance under these contracts, or award of additional contracts from these agencies, could be jeopardized by spending reductions, including constraints on government spending imposed by the Budget Control Act of 2011, or budget cutbacks at these agencies. The funding of U.S. government programs is uncertain and dependent on continued congressional appropriations and administrative allotment of funds based on an annual budgeting

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process. We cannot assure you that current levels of congressional funding for our products and services will continue and that our business will not decline. Furthermore, all of our contracts with the U.S. government are terminable by the U.S. government at will. A significant decline in government expenditures generally, or with respect to programs for which we provide products, could adversely affect our business and prospects. Our operating results may also be negatively impacted by other developments that affect these government programs generally, including the following:

•
changes in government programs that are related to our products and services;

•
adoption of new laws or regulations relating to government contracting or changes to existing laws or regulations;

•
changes in political or public support for security and defense programs;

•
delays or changes in the government appropriations and budget process;

•
uncertainties associated with the current global threat environment and other geo-political matters; and

•
delays in the payment of our invoices by government payment offices.

        These developments and other factors could cause governmental agencies to reduce their purchases under existing contracts, to exercise their rights to terminate contracts at-will or to abstain from renewing contracts, any of which would cause our revenue to decline and could otherwise harm our business, financial condition and results of operations.

Military transformation and changes in overseas operational levels may affect future procurement priorities and existing programs, which could limit demand for our UAS.

        Over the last decade, operational activity in Afghanistan and Iraq led to adoption and an increase in demand for our small UAS. More recently, the U.S. military has reduced its presence and operational activity in Afghanistan and Iraq, reducing demand for certain of our small UAS products from prior levels. We cannot predict whether the reduction in overseas operational levels will continue, how future procurement priorities related to defense transformation will be impacted or how changes in the threat environment will impact opportunities for our small UAS business in terms of existing, additional or replacement programs. If defense transformation or overseas operations cease or slow down, then our business, financial condition and results of operations could be impacted.

We operate in evolving markets, which makes it difficult to evaluate our business and future prospects.

        Our UAS, EV charging systems and other energy technologies are sold in new and rapidly evolving markets. The commercial UAS market and EV markets are in early stages of customer adoption. Accordingly, our business and future prospects may be difficult to evaluate. We cannot accurately predict the extent to which demand for our products will increase, if at all. The challenges, risks and uncertainties frequently encountered by companies in rapidly evolving markets could impact our ability to do the following:

•
generate sufficient revenue to maintain profitability;

•
acquire and maintain market share;

•
achieve or manage growth in our operations;

•
develop and renew contracts;

•
attract and retain additional engineers and other highly-qualified personnel;

•
successfully develop and commercially market new products;

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•
adapt to new or changing policies and spending priorities of governments and government agencies; and

•
access additional capital when required and on reasonable terms.

        If we fail to address these and other challenges, risks and uncertainties successfully, our business, results of operations and financial condition would be materially harmed.

We face competition from other firms, many of which have substantially greater resources.

        The defense industry is highly competitive and generally characterized by intense competition to win contracts. Our current principal small UAS competitors include Elbit Systems Ltd., L-3 Communications Holdings Inc. and Lockheed Martin Corporation. We do not view large UAS such as Northrop Grumman Corporation's Global Hawk,  General Atomics, Inc.'s Predator  and related products, The Boeing Company's ScanEagle  and Textron Inc.'s Shadow  as direct competitors because they perform different missions, do not typically deliver their information directly to front-line ground forces, and are not hand launched and controlled. However, we cannot be certain that these platforms will not become direct competitors in the future. Some of these firms have substantially greater financial, management, research and marketing resources than we have. Our UAS services business also faces competition from smaller businesses that can provide training and logistics services for multiple UAS platforms, including our small UAS.

        The primary direct competitors to our PosiCharge industrial EV charging system business are other fast charge suppliers, including Aker Wade Power Technologies LLC, PowerDesigners, LLC and Minit-Charger as well as industrial battery manufacturers that distribute fast charging systems from these suppliers. The primary direct competitors to our power cycling and test system business are other test system suppliers, including Bitrode Corporation and Digatron Firing Circuits. Our primary competitors in the emerging market for passenger and fleet EV charging systems include charging system suppliers such as ChargePoint, Inc. and ClipperCreek, Inc. and large industrial electrical device suppliers such as Bosch Automotive Service Solutions LLC, Delta Electronics, Inc., Eaton Corporation, General Electric Company, Leviton Manufacturing Co., Inc., Schneider Electric SA, the ABB Group and Siemens AG. Our EV charging system installation and support services business faces competition from local licensed electricians as well as larger electrical service providers.

        Our competitors may be able to provide customers with different or greater capabilities or benefits than we can provide in areas such as technical qualifications, past contract performance, geographic presence, price and the availability of key professional personnel, including those with security clearances. Furthermore, many of our competitors may be able to utilize their substantially greater resources and economies of scale to develop competing products and technologies, manufacture in high volumes more efficiently, divert sales away from us by winning broader contracts or hire away our employees by offering more lucrative compensation packages. Small business competitors in our services businesses may be able to offer more cost competitive services, due to their lower overhead costs, and take advantage of small business incentive and set-aside programs for which we are ineligible. In the event that the market for small UAS or EV charging systems and services expands, we expect that competition will intensify as additional competitors enter the market and current competitors expand their product lines. In order to secure contracts successfully when competing with larger, well-financed companies, we may be forced to agree to contractual terms that provide for lower aggregate payments to us over the life of the contract, which could adversely affect our margins. In addition, larger diversified competitors serving as prime contractors may be able to supply underlying products and services from affiliated entities, which would prevent us from competing for subcontracting opportunities on these contracts. Our failure to compete effectively with respect to any of these or other factors could have a material adverse effect on our business, prospects, financial condition or operating results.

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If the UAS, tactical missile systems, and EV charging markets do not experience significant growth, if we cannot expand our customer base or if our products do not achieve broad acceptance, then we may not be able to achieve our anticipated level of growth.

        For the fiscal year ended April 30, 2015, our UAS and EES businesses accounted for 85% and 15% of our total revenue, respectively. We cannot accurately predict the future growth rates or sizes of these markets. Demand for our products may not increase, or may decrease, either generally or in specific markets, for particular types of products or during particular time periods. We believe the market for EV charging is nascent. Moreover, there are only a limited number of major programs under which the U.S. military, our primary customer, is currently funding the development or purchase of our UAS and tactical missile systems. Although we are seeking to expand our UAS customer base to include foreign governments, domestic non-military agencies and commercial customers, we cannot assure you that our efforts will be successful. The expansion of the UAS, tactical missile systems, and EV charging system markets in general, and the market for our products in particular, depends on a number of factors, including the following:

•
customer satisfaction with these types of systems as solutions;

•
the cost, performance and reliability of our products and products offered by our competitors;

•
customer perceptions regarding the effectiveness and value of these types of systems;

•
the availability and adoption of EVs and HEVs;

•
limitations on our ability to market our UAS products and services outside the United States due to U.S. government regulations;

•
obtaining timely regulatory approvals, including, with respect to our small UAS business, access to airspace and wireless spectrum; and, with respect to our EV charging business, obtaining proper certifications and licenses to offer and perform electrical installation work and continuing compliance with industry standards; and

•
marketing efforts and publicity regarding these types of systems.

        Even if UAS, tactical missile systems, and EV charging systems gain wide market acceptance, our products may not adequately address market requirements and may not continue to gain market acceptance. If these types of systems generally, or our products specifically, do not gain wide market acceptance, then we may not be able to achieve our anticipated level of growth and our revenue and results of operations would suffer.

If critical components or raw materials used to manufacture our products become scarce or unavailable, then we may incur delays in manufacturing and delivery of our products, which could damage our business.

        We obtain hardware components, various subsystems and systems from a limited group of suppliers. We do not have long-term agreements with any of these suppliers that obligate them to continue to sell components, subsystems, systems or products to us. Our reliance on these suppliers involves significant risks and uncertainties, including whether our suppliers will provide an adequate supply of required components, subsystems, or systems of sufficient quality, will increase prices for the components, subsystems or systems and will perform their obligations on a timely basis.

        In addition, certain raw materials and components used in the manufacture of our products are periodically subject to supply shortages, and our business is subject to the risk of price increases and periodic delays in delivery. Similarly, the market for electronic components is subject to cyclical reductions in supply. If we are unable to obtain components from third-party suppliers in the quantities and of the quality that we require, on a timely basis and at acceptable prices, then we may not be able to deliver our products on a timely or cost-effective basis to our customers, which could cause

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customers to terminate their contracts with us, increase our costs and seriously harm our business, results of operations and financial condition. Moreover, if any of our suppliers become financially unstable, then we may have to find new suppliers. It may take several months to locate alternative suppliers, if required, or to redesign our products to accommodate components from different suppliers. We may experience significant delays in manufacturing and shipping our products to customers and incur additional development, manufacturing and other costs to establish alternative sources of supply if we lose any of these sources or are required to redesign our products. We cannot predict if we will be able to obtain replacement components within the time frames that we require at an affordable cost, if at all.

Any efforts to expand our offerings beyond our current markets may not succeed, which could negatively impact our operating results.

        Until recently, we have focused on selling our small UAS to the U.S. military, our industrial EV fast charging and test systems to large industrial EV fleet operators primarily in North America, our power cycling and test systems primarily to research and development facilities in North America, and our EV charging systems to domestic commercial customers, distributors and consumers. We have, however, expanded our UAS sales into other government and commercial markets, and our industrial EV charging and power cycling and test systems and EV charging systems sales into international markets. Our efforts to expand our product offerings beyond our traditional markets may divert management resources from existing operations and require us to commit significant financial resources to unproven businesses that may not generate additional sales, either of which could significantly impair our operating results.

Failure to obtain necessary regulatory approvals from the FAA or other governmental agencies, or limitations put on the use of small UAS in response to public privacy concerns, may prevent us from expanding the sales of our small UAS to non-military customers in the United States.

        The regulation of small UAS for commercial use in the United States is undergoing substantial change and the ultimate treatment is uncertain. In 2006, the FAA issued a clarification of its existing policies stating that, in order to engage in commercial use of small UAS in the U.S. National Airspace System, a public operator must obtain a COA from the FAA, or fly in restricted airspace. The FAA's COA approval process requires that the public operator certify the airworthiness of the aircraft for its intended purpose, that a collision with another aircraft or other airspace user is extremely improbable, that the small unmanned aircraft system complies with appropriate cloud and terrain clearances and that the operator or spotter of the small unmanned aircraft system is generally within one half-mile laterally and 400 feet vertically of the small unmanned aircraft system while in operation. Furthermore, the FAA's clarification of existing policy stated that the rules for radio-controlled hobby aircraft do not apply to public or commercial use of small UAS.

        On February 14, 2012, the FAA Modernization and Reform Act of 2012 was enacted, establishing various deadlines for the FAA to allow expanded use of small UAS for both public and commercial applications. In response to this direction, the FAA and the DOJ established an agreement on May 14, 2012 that, if implemented in a timely and efficient manner, may allow more use of small UAS by U.S. law enforcement agencies. In February 2015, the FAA released for public comment its proposed framework of regulations that would allow routine use of certain small UAS (under 55 pounds) in the U.S. National Airspace System. The proposed regulations provide safety rules for small UAS conducting non-recreational operations and contain various limitations and restrictions for such operations. While the public comment period has expired for the proposed regulations, we cannot predict what allowances and restrictions the final regulations will contain or when the final regulations will be effective. Additionally, we cannot assure you that these actions will result in the expanded use of our small UAS by law enforcement or other non-military government agencies or commercial entities

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and we may not be able to expand our sales of small UAS beyond our military customers, which could harm our business prospects.

        In addition, there exists public concern regarding the privacy implications of U.S. commercial and law enforcement use of small UAS. This concern has included calls to develop explicit written policies and procedures establishing usage limitations. We cannot assure you that the response from regulatory agencies, customers and privacy advocates to these concerns will not delay or restrict the adoption of small UAS by non-military customers.

The markets in which we compete are characterized by rapid technological change, which requires us to develop new products and product enhancements, and could render our existing products obsolete.

        Continuing technological changes in the market for our products could make our products less competitive or obsolete, either generally or for particular applications. Our future success will depend upon our ability to develop and introduce a variety of new capabilities and enhancements to our existing product offerings, as well as introduce a variety of new product offerings, to address the changing needs of the markets in which we offer our products. Delays in introducing new products and enhancements, the failure to choose correctly among technical alternatives or the failure to offer innovative products or enhancements at competitive prices may cause existing and potential customers to purchase our competitors' products.

        If we are unable to devote adequate resources to develop new products or cannot otherwise successfully develop new products or enhancements that meet customer requirements on a timely basis, our products could lose market share, our revenue and profits could decline, and we could experience operating losses.

        The EV charging industry is especially dynamic. For example, a single fast charge connector communication protocol standard for the U.S. market has not yet been established, although other standards are emerging throughout the world. If we are unable to accurately anticipate fast charge standards that are adopted in our potential markets or develop products that meet such standards quickly enough to meet customer requirements, our EV charging systems could lose market share, our revenue and profits could decline, and we could experience operating losses.

We expect to incur substantial research and development costs and devote significant resources to identifying and commercializing new products and services, which could significantly reduce our profitability and may never result in revenue to us.

        Our future growth depends on penetrating new markets, adapting existing products to new applications, and introducing new products and services that achieve market acceptance. We plan to incur substantial research and development costs as part of our efforts to design, develop and commercialize new products and services and enhance existing products. We spent $46.5 million, or 18% of our revenue, in our fiscal year ended April 30, 2015 on research and development activities. We believe that there are significant investment opportunities in a number of business areas. Because we account for research and development as an operating expense, these expenditures will adversely affect our earnings in the future. Further, our research and development programs may not produce successful results, and our new products and services may not achieve market acceptance, create additional revenue or become profitable, which could materially harm our business, prospects, financial results and liquidity.

If we are unable to manage the increasing complexity of our business or achieve or manage our expected growth, our business could be adversely affected.

        The complexity of our business has increased significantly over the last several years. We have expanded the number of business areas being pursued, shifting from primarily a U.S. government

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focused business to a business that includes substantial international product sales and added commercial services. This increased complexity and our expected growth has placed, and will continue to place, a strain on our management and our administrative, operational and financial infrastructure. We anticipate further growth of headcount and facilities will be required to address expansion in our product offerings and the geographic scope of our customer base. However, if we are unsuccessful in our efforts, our business could decline. Our success will depend in part upon the ability of our senior management to manage our increased complexity and expected growth effectively. To do so, we must continue to hire, train, manage and integrate a significant number of qualified managers and engineers. If our new employees perform poorly, or if we are unsuccessful in hiring, training, managing and integrating these new employees, or retaining these or our existing employees, then our business may suffer.

        To support our expected growth, we must continue to improve our operational, financial and management information systems. If we are unable to manage our growth while maintaining our quality of service, or if new systems that we implement to assist in managing our growth do not produce the expected benefits, then our business, prospects, financial condition or operating results could be adversely affected.

Our earnings and profit margins may decrease based on the mix of our contracts and programs and other factors related to our contracts.

        In general, we perform our production work under fixed-price contracts and our repair and customer-funded research and development work under cost-plus-fee contracts. Under fixed-price contracts, we perform services under a contract at a stipulated price. Under cost-plus-fee contracts, which are subject to a contract ceiling amount, we are reimbursed for allowable costs and paid a fee, which may be fixed or performance based. We typically experience lower profit margins under cost-plus-fee contracts than under fixed-price contracts, though fixed-price contracts involve higher risks. In general, if the volume of services we perform under cost-plus-fee contracts increases relative to the volume of services we perform under fixed-price contracts, we expect that our operating margin will suffer. In addition, our earnings and margins may decrease depending on the costs we incur in contract performance, our achievement of other contract performance objectives and the stage of our performance at which our right to receive fees, particularly under incentive and award fee contracts, is finally determined.

We use estimates in accounting for many of our programs and changes in our estimates could adversely affect our future financial results.

        Contract accounting requires judgments relative to assessing risks, including risks associated with estimating contract revenues and costs, assumptions for schedule and technical issues, customer-directed delays and reductions in scheduled deliveries, and unfavorable resolutions of claims and contractual matters. Due to the size and nature of many of our contracts, the estimation of total revenues and cost at completion is complicated and subject to many variables. For example, we must make assumptions regarding the length of time to complete the contract because costs also include expected increases in wages and prices for materials; consider whether the intent of entering into multiple contracts was effectively to enter into a single project in order to determine whether such contracts should be combined or segmented; consider incentives or penalties related to performance on contracts in estimating sales and profit rates, and record them when there is sufficient information for us to assess anticipated performance; and use estimates of award fees in estimating sales and profit rates based on actual and anticipated awards. Because of the significance of the judgments and estimation processes described above, it is likely that materially different amounts could be recorded if we used different assumptions or if the underlying circumstances were to change. Changes in

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underlying assumptions, circumstances or estimates may adversely affect our future results of operations and financial condition.

Our senior management and key employees are important to our customer relationships and overall business.

        We believe that our success depends in part on the continued contributions of our senior management and key employees. We rely on our executive officers, senior management and key employees to generate business and execute programs successfully. In addition, the relationships and reputation that members of our management team and key employees have established and maintain with government defense personnel contribute to our ability to maintain good customer relations and to identify new business opportunities. We do not have employment agreements with any of our executive officers or key employees, and these individuals could terminate their employment with us at any time. The loss of any of our executive officers, members of our senior management team or key employees could significantly delay or prevent the achievement of our business objectives and could materially harm our business and customer relationships and impair our ability to identify and secure new contracts and otherwise manage our business.

We must recruit and retain highly-skilled employees to succeed in our competitive business.

        We depend on our ability to recruit and retain employees who have advanced engineering and technical services skills and who work well with our customers. These employees are in great demand and are likely to remain a limited resource in the foreseeable future. If we are unable to recruit and retain a sufficient number of these employees, then our ability to maintain our competitiveness and grow our business could be negatively affected. In addition, because of the highly technical nature of our products, the loss of any significant number of our existing engineering personnel could have a material adverse effect on our business and operating results. Moreover, some of our U.S. government contracts contain provisions requiring us to staff a program with certain personnel the customer considers key to our successful performance under the contract. In the event we are unable to provide these key personnel or acceptable substitutes, the customer may terminate the contract.

Our business may be dependent upon our employees obtaining and maintaining required security clearances, as well as our ability to obtain security clearances for the facilities in which we perform sensitive government work.

        Certain of our U.S. government contracts require our employees to maintain various levels of security clearances, and we are required to maintain certain facility security clearances complying with DoD requirements. The DoD has strict security clearance requirements for personnel who work on classified programs. Obtaining and maintaining security clearances for employees involves a lengthy process, and it is difficult to identify, recruit and retain employees who already hold security clearances. If our employees are unable to obtain security clearances in a timely manner, or at all, or if our employees who hold security clearances are unable to maintain the clearances or terminate employment with us, then a customer requiring classified work could terminate the contract or decide not to renew it upon its expiration. In addition, we expect that many of the contracts on which we will bid will require us to demonstrate our ability to obtain facility security clearances and employ personnel with specified types of security clearances. To the extent we are not able to obtain facility security clearances or engage employees with the required security clearances for a particular contract, we may not be able to bid on or win new contracts, or effectively rebid on expiring contracts.

Cost overruns on our contracts could subject us to losses, decrease our operating margins and adversely affect our future business.

        Fixed-price contracts (including both government and commercial contracts) represented approximately 85% of our revenue for the fiscal year ended April 30, 2015. If we fail to anticipate

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technical problems, estimate costs accurately or control costs during our performance of fixed-price contracts, then we may incur losses on these contracts because we absorb any costs in excess of the fixed price. Under cost-plus-fee contracts, if costs exceed the contract ceiling or are not allowable under the provisions of the contract or applicable regulations, then we may not be able to obtain reimbursement for all such costs. Under time and materials contracts, we are paid for labor at negotiated hourly billing rates and for certain expenses. Because many of our contracts involve advanced designs and innovative technologies, we may experience unforeseen technological difficulties and cost overruns. Under each type of contract, if we are unable to control the costs we incur in performing under the contract, then our financial condition and results of operations could be materially adversely affected. Cost overruns also may adversely affect our ability to sustain existing programs and obtain future contract awards.

Our products and services are complex and could have unknown defects or errors, which may give rise to claims against us, diminish our brand or divert our resources from other purposes.

        Our UAS rely on complex avionics, sensors, user-friendly interfaces and tightly-integrated, electromechanical designs to accomplish their missions, and our EV charging and power cycling and test systems often rely upon the application of intellectual property for which there may have been little or no prior commercial application. Despite testing, our products have contained defects and errors and may in the future contain defects, errors or performance problems when first introduced, when new versions or enhancements are released, or even after these products have been used by our customers for a period of time. These problems could result in expensive and time-consuming design modifications or warranty charges, delays in the introduction of new products or enhancements, significant increases in our service and maintenance costs, exposure to liability for damages, damaged customer relationships and harm to our reputation, any of which could materially harm our results of operations and ability to achieve market acceptance. In addition, increased development and warranty costs could be substantial and could reduce our operating margins.

        The existence of any defects, errors, or failures in our products or the misuse of our products could also lead to product liability claims or lawsuits against us. A defect, error or failure in one of our UAS could result in injury, death or property damage and significantly damage our reputation and support for our UAS in general. We anticipate this risk will grow as our UAS begin to be used in U.S. domestic airspace and urban areas. While our PosiCharge industrial EV charging systems include certain safety mechanisms, these systems can deliver up to 600 amps of current in their application, and the failure, malfunction or misuse of these systems could result in injury or death. Our passenger and fleet electric and HEV charging systems and power cycling and test systems also have the potential to cause injury, death or property damage in the event that they are misused, malfunction or fail to operate properly due to unknown defects or errors.

        Although we maintain insurance policies, we cannot provide assurance that this insurance will be adequate to protect us from all material judgments and expenses related to potential future claims or that these levels of insurance will be available in the future at economical prices or at all. A successful product liability claim could result in substantial cost to us. Even if we are fully insured as it relates to a claim, the claim could nevertheless diminish our brand and divert management's attention and resources, which could have a negative impact on our business, financial condition and results of operations.

Our future profitability may be dependent upon achieving cost reductions and projected economies of scale from increasing manufacturing quantities of our products. Failing to achieve such reductions in manufacturing costs and projected economies of scale could materially adversely affect our business.

        We have limited experience manufacturing our EV charging systems and small UAS in high volume. We do not know whether or when we will be able to develop efficient, low-cost manufacturing

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capabilities and processes that will enable us to manufacture (or contract for the manufacture of) these products in commercial quantities while meeting the volume, speed, quality, price, engineering, design and production standards required to successfully market our products. Our failure to develop such manufacturing processes and capabilities in locations that can efficiently service our markets would have a material adverse effect on our business, financial condition, results of operations and prospects. Historically, we have produced PosiCharge industrial EV charging systems and power cycling and test systems only in limited production quantities. Our future profitability is, in part, dependent upon achieving increased savings from volume purchases of raw materials and component parts, achieving acceptable manufacturing yield and capitalizing on machinery efficiencies. We expect our suppliers to experience a sharp increase in demand for their products. As a result, we may not have reliable access to supplies that we require or be able to purchase such materials or components at cost effective prices. There is no assurance that we will ever be in a position to realize any material, labor and machinery cost reductions associated with higher purchasing power and higher production levels. Failure to achieve these cost reductions could adversely impact our business and financial results.

We face significant risks in overseeing our outsourcing of manufacturing processes as well as in the management of our inventory, and failure to properly oversee our manufacturing processes or to effectively manage our inventory levels may result in product recalls or supply imbalances that could harm our business.

        We have contracted for the manufacture of certain EV charging systems with contract manufacturers. We sell these units directly and through distributors, as well as through our own online sales channels. We face significant risks if our contract manufacturers do not perform as expected. If we fail to effectively oversee the manufacturing process, including the work performed by our contract manufacturers, we could suffer from product recalls, poorly performing products and higher than anticipated warranty costs.

        In connection with our manufacturing operations, we maintain a finished goods inventory of EV charging units in various locations, including with third party logistics providers. In addition, we also maintain a variety of parts and components in inventory to allow us to customize our UAS products for specific customer requirements, which parts are subject to obsolescence and expiration. Due to the long-lead time for obtaining certain UAS product components and the manufacturing cycles, we need to make forecasts of demand and commit significant resources towards manufacturing our products. As such, we are subject to significant risks in managing the inventory needs of our business during the year, including estimating the appropriate demand for our products. Should orders and market conditions differ significantly from our estimates, our future results of operations could be materially adversely affected. In the future, we may be required to record write-downs of finished products and materials on-hand and/or additional charges for excess purchase commitments as a result of future changes in our sales forecasts or customer orders.

Due to the volatile and flammable nature of certain components of our products and equipment, fires or explosions may disrupt our business or cause significant injuries, which could adversely affect our financial results.

        The development and manufacture of certain of our products involves the handling of a variety of explosive and flammable materials as well as high power equipment. From time to time, these activities may result in incidents that could cause us to temporarily shut down or otherwise disrupt some manufacturing processes, causing production delays and resulting in liability for workplace injuries and/or fatalities. We have safety and loss prevention programs that require detailed reviews of process changes and new operations, along with routine safety audits of operations involving explosive materials, to mitigate such incidents, as well as a variety of insurance policies. However, we cannot ensure that we will not experience such incidents in the future or that any such incidents will not result

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in production delays or otherwise have a material adverse effect on our business and financial condition.

The operation of UAS in urban environments may be subject to risks, such as accidental collisions and transmission interference, which may limit demand for our UAS in such environments and harm our business and operating results.

        Urban environments may present certain challenges to the operators of UAS. UAS may accidentally collide with other aircraft, persons or property, which could result in injury, death or property damage and significantly damage the reputation of and support for UAS in general. As the usage of UAS has increased, particularly by military customers, the danger of such collisions has increased. Furthermore, the incorporation of our DDL technology into our UAS has increased the number of vehicles which can operate simultaneously in a given area and with this increase has come an increase in the risk of accidental collision. In addition, obstructions to effective transmissions in urban environments, such as large buildings, may limit the ability of the operator to utilize the aircraft for its intended purpose. The risks or limitations of operating UAS in urban environments may limit their value in such environments, which may limit demand for our UAS and consequently materially harm our business and operating results.

Compliance with the SEC's conflict minerals regulations may increase our costs and adversely impact the supply-chain for our UAS and EES products.

        In August 2012, the SEC adopted disclosure rules regarding a company's use of conflict minerals in its products with substantial supply chain verification requirements in the event that the conflict minerals come from, or could have come from, the Democratic Republic of the Congo or adjoining countries. These new rules and verification requirements will impose additional costs on us and on our suppliers, including costs related to determining the source of conflict minerals used in our products, which will adversely affect our results of operations. We are dependent on information supplied by our first tier suppliers in conducting due diligence into the origins of conflict minerals in our products and in complying with our SEC reporting obligations. To the extent that information we receive from our suppliers is inaccurate or inadequate, we may not be able to conclude that our products are conflict mineral-free. We may face challenges in satisfying our customers who may require that our products be certified as conflict mineral-free, which could place us at a competitive disadvantage and could harm our business. These regulations could also have the effect of limiting the pool of suppliers from which we source items containing conflict minerals, and we may be unable to obtain conflict-free minerals at competitive prices, if at all, which could increase our costs and adversely affect our results of operations.

As a manufacturer of electrical vehicle charging products and provider of electrical installation services to consumers, we are subject to various government regulations and may be subject to additional regulations in the future, violation of which could subject us to sanctions or otherwise harm our business. In addition, we could be the subject of future product liability suits or product recalls, which could harm our business.

        As a manufacturer of consumer products, we are subject to significant government regulations, including, in the United States, under The Consumer Products Safety Act, as well as under product safety and consumer protection statutes in our international markets. In addition, certain of our electrical contracting services are subject to regulation by various government authorities. While we take all the steps we believe are necessary to comply with these regulations, there can be no assurance that we will be in compliance in the future. Failure to comply could result in sanctions that could have a negative impact on our business, financial condition and results of operations.

        We may also be subject to involuntary product recalls or may voluntarily conduct a product recall. The costs associated with any future product recalls could be significant. In addition, any product recall,

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regardless of direct costs of the recall, may harm consumer perceptions of our products and have a negative impact on our future revenues and results of operations.

        Governments and regulatory agencies in the markets where we manufacture and sell products may enact additional regulations relating to product safety and consumer protection in the future, and may also increase the penalties for failure to comply with product safety and consumer protection regulations. In addition, one or more of our customers might require changes in our products, such as the non-use of certain materials, in the future. Complying with any such additional regulations or requirements could impose increased costs on our business. Similarly, increased penalties for non-compliance could subject us to greater expenses in the event any of our products were found to not comply with such regulations. Such increased costs or penalties could harm our business.

        In addition to government regulation, products that have been or may be developed by us may expose us to potential liability from personal injury or property damage claims by the users of such products. There can be no assurance that a claim will not be brought against us in the future. Any successful claim could significantly harm our business, financial condition and results of operations.

Our quarterly operating results may vary widely.

        Our quarterly revenue, cash flow and operating results have and may continue to fluctuate significantly in the future due to a number of factors, including the following:

•
fluctuations in revenue derived from government contracts, including cost-plus-fee contracts and contracts with a performance-based fee structure;

•
the size and timing of orders from military and other governmental agencies, including increased purchase requests from government customers for equipment and materials in connection with the U.S. government's fiscal year end, which may affect our quarterly operating results;

•
the mix of products that we sell in the period;

•
seasonal fluctuations in customer demand for some of our products or services;

•
unanticipated costs incurred in the introduction of new products;

•
fluctuations in the adoption of our products in new markets;

•
changes in the level of tax credits available for research and development spending;

•
cancellations, delays or contract amendments by our governmental agency customers;

•
changes in policy or budgetary measures that adversely affect our governmental agency customers;

•
the cost of complying with various regulatory requirements applicable to our business and the potential penalties or sanctions that could be imposed for non-compliance; and

•
our ability to obtain the necessary export licenses for sales of our products and services to international customers.

        Changes in the volume of products and services provided under existing contracts and the number of contracts commenced, completed or terminated during any quarter may cause significant variations in our cash flow from operations because a relatively large amount of our expenses are fixed. We incur significant operating expenses during the start-up and early stages of large contracts and typically do not receive corresponding payments in that same quarter. We may also incur significant or unanticipated expenses when contracts expire or are terminated or are not renewed. In addition, payments due to us from government agencies may be delayed due to billing cycles or as a result of failures of governmental budgets to gain congressional and presidential approval in a timely manner.

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Shortfalls in available external research and development funding could adversely affect us.

        We depend on our research and development activities to develop the core technologies used in our UAS and EES products and for the development of our future products. A portion of our research and development activities depends on funding by commercial companies and the U.S. government. U.S. government and commercial spending levels can be impacted by a number of variables, including general economic conditions, specific companies' financial performance and competition for U.S. government funding with other U.S. government-sponsored programs in the budget formulation and appropriation processes. Moreover, the U.S., state and local governments provide energy rebates and incentives to commercial companies, which directly impact the amount of research and development that companies appropriate for energy systems. To the extent that these energy rebates and incentives are reduced or eliminated, company funding for research and development could be reduced. Any reductions in available research and development funding could harm our business, financial condition and operating results.

Variability and cyclicality in the market for electric industrial vehicles could adversely affect us.

        Our PosiCharge industrial EV charging system products are purchased primarily by operators of fleets of electric industrial vehicles, such as forklift trucks and airport ground support equipment. Consequently, our ability to remain profitable depends in part on the varying conditions in the market for electric industrial vehicles. This market is subject to variability as it moves in response to cycles in the overall business environment and it is also particularly sensitive to the industrial, food and beverage, retail and air travel sectors, which generate a significant portion of the demand for such vehicles. Sales of electric industrial vehicles have historically been cyclical, with demand affected by such economic factors as industrial production, construction levels, demand for consumer and durable goods, interest rates and fuel costs. A significant decline in demand for electric industrial vehicles could adversely affect our revenue and prospects, which would harm our business, financial condition and operating results.

Our success in the emerging market for passenger and fleet electric and HEV charging systems will depend on numerous factors which are out of our control.

        The passenger and fleet electric and HEV charging systems market is expected to grow rapidly, along with innovations in fast charging technologies. However, because the passenger electric and fleet charging systems market is relatively new, there is no guarantee that there will be strong consumer demand for charging systems. Demand for such systems could also be directly impacted by fuel costs; if fuel costs were to significantly decrease, the demand for EVs and charging systems could decline. If there is little consumer demand for our passenger electric and fleet charging systems, our revenue and prospects could be adversely affected, which would harm our business, financial and operating results. The rate of EV adoption is difficult to predict and has been slower than many in the industry have predicted to date.

Our industrial EV charging systems business is dependent upon our relationships with third parties with whom we do not have exclusive arrangements.

        To remain competitive in the market for industrial EV charging systems, we must maintain our access to potential customers and ensure that the service needs of our customers are met adequately. In many cases, we rely on battery and industrial vehicle dealers for access to potential industrial EV charging system customers. Currently, several of our industrial EV charging system competitors are working with battery manufacturers to sell fast charging systems and batteries together. Cooperative agreements between our competitors and battery manufacturers could restrict our access to battery dealers and potential industrial EV charging systems customers, adversely affecting our revenue and prospects. Additionally, we rely on outside service providers to perform post-sale services for our

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PosiCharge industrial EV charging system customers. If these service providers fail to perform these services as required or discontinue their business with us, then we could lose customers to competitors, which would harm our business, financial condition and operating results.

Our electric and HEV charging system business is dependent upon our development of relationships with automakers, auto dealers, utilities and other participants in the electric and HEV and electricity delivery markets.

        We have been selected by several major automakers to support the rollout of new model EVs across the United States with our home charging system. Accordingly, we depend upon those relationships and the success of the home charging rollout to those new model EV owners to expand our charging system footprint in the United States and worldwide. If one or more of our partnerships with those major automakers terminates prematurely, and we cannot establish similar relationships with other entities with direct access to EV owners and drivers, we may not be able to develop a sustainable market for our home charging system, which may delay the commercialization of our charging systems or jeopardize the long-term success of this product line. We believe that the success and growth of our passenger and fleet EV charging system business for the foreseeable future will also depend on our ability to develop similar working relationships with other automakers, as well as auto dealers, utilities, and other participants in the electric and HEV and electricity delivery markets in the United States and internationally. While we have been working with other automakers and utilities to explore business models and to promote our solutions, there is no guarantee that we will be successful in doing so.

Our work for the U.S. government and international governments may expose us to security risks.

        As a U.S. government contractor, we face various security threats, including cyber security attacks on our information technology infrastructure, attempts to gain access to our proprietary, financial, banking or classified information as well as threats to the physical security of our facilities and employees. Although we utilize various procedures and controls to monitor and mitigate these threats, there can be no assurance that these procedures and controls will be sufficient to prevent disruptions, the unauthorized release of confidential technical, financial or banking information or corruption of data. Accordingly, any significant operational delays, or any destruction, manipulation or improper use of our data, information systems or networks could adversely affect our financial results and damage the reputation for our products and services. If we or our partners are subject to data security breaches, we may have a loss in sales or increased costs arising from the restoration or implementation of additional security measures, either of which could materially and adversely affect our business and financial results.

        In addition, we work in international locations where there are high security risks, which could result in harm to our employees and contractors or substantial costs. Some of our services are performed in or adjacent to high-risk locations, such as Iraq and Afghanistan, where the country or location is suffering from political, social or economic issues, or war or civil unrest. In those locations where we have employees or operations, we may incur substantial costs to maintain the safety of our personnel. Despite these precautions, the safety of our personnel in these locations may continue to be at risk, and we may in the future suffer the loss of employees and contractors, which could harm our business and operating results.

We may not be able to obtain capital when desired on favorable terms, if at all, or without dilution to our stockholders.

        We operate in emerging and rapidly evolving markets, which makes our prospects difficult to evaluate. It is possible that we may not generate sufficient cash flow from operations or otherwise have

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the capital resources to meet our future capital needs. If this occurs, then we may need additional financing to pursue our business strategies, including to:

•
hire additional engineers and other personnel;

•
develop new or enhance existing products;

•
enhance our operating infrastructure;

•
fund working capital requirements;

•
acquire complementary businesses or technologies; or

•
otherwise respond to competitive pressures.

        If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders could be significantly diluted, and these newly-issued securities may have rights, preferences or privileges senior to those of existing stockholders. We cannot assure you that additional financing will be available on terms favorable to us, or at all. Our former line of credit contained, and future debt financing may contain, covenants or other provisions that limit our operational or financial flexibility. In addition, certain of our customers require that we obtain letters of credit to support our obligations under some of our contracts.

Our investment portfolio includes investments in auction rate securities. Failures in the auctions for these securities affect our liquidity, coupled with deterioration in credit ratings of issuers of such securities and/or third parties insuring such investments may require us to adjust the carrying value of our investment through an impairment of earnings.

        As of April 30, 2015, our $2.8 million of long-term investments, recorded at fair value, consisted entirely of auction rate municipal bonds with maturities that range from approximately 4 to 19 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, we choose to roll-over our 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.

        Since fiscal 2008, we have experienced failed auctions of our auction rate securities and there is no assurance that auctions on the remaining auction rate securities in our investment portfolio will succeed in the future. As a result, our ability to liquidate our investments in the near term may be limited, and our ability to recover the carrying value of our investments may be limited. An auction failure means that the parties wishing to sell securities were not able to do so. As of June 19, 2015, including the securities involved in failed auctions, we held approximately $2.8 million of these auction rate securities, all of which carry investment grade ratings. These investments are subject to general credit, liquidity, market and interest rate risks, which may be exacerbated by problems in the global credit markets. These and other related factors have affected various sectors of the financial markets and caused credit and liquidity issues. If the issuers of these securities are unable to successfully close future auctions or their credit ratings deteriorate, we may in the future be required to record an impairment charge on these investments. We currently believe these securities are not permanently impaired, primarily due to the government backing of the underlying securities. However, it could take until the final maturity of the underlying notes (up to 19 years) to realize our investments' purchase price of $3.2 million. Based on our ability to access our cash and cash equivalents, expected operating cash flows, and our other sources of cash, we do not anticipate that the current lack of liquidity on these investments will affect our ability to continue to operate our business in the ordinary course, however we can provide no assurance as to when these investments will again become liquid or as to whether we may ultimately have to recognize an impairment charge with respect to these investments.

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Our investment in common shares issued by CybAero AB may suffer reduced returns or losses which could adversely affect our financial condition and results of operation.

        Our investment portfolio includes common shares issued by CybAero AB, or CybAero, a publicly traded company in Sweden that develops and manufactures unmanned aerial vehicles. The value of the shares fluctuates with equity markets, the Swedish economy, the value of the Swedish Kronor and the performance of CybAero. In times of economic weakness or a decline in CybAero's performance, the market value and liquidity of the shares may decline, which may in turn adversely affect our financial condition and results of operations.

Unstable market and economic conditions may have serious adverse consequences on our business, financial condition and stock price.

        As widely reported, global credit and financial markets have experienced extreme disruptions in recent years, including severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about economic stability. There can be no assurance that renewed deterioration in credit and financial markets and confidence in economic conditions will not occur. Our general business strategy may be adversely affected by any economic downturn, volatile business environment or continued unpredictable and unstable market conditions. If the current equity and credit markets deteriorate, or do not improve, it may make any necessary debt or equity financing more difficult, more costly and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance and stock price and could require us to delay or abandon implementing business initiatives. These events and the continuing market upheavals could adversely affect our business in a number of ways, including:

        Potential Deferment of Purchases and Orders by Customers:    Uncertainty about current and future global economic conditions may cause governments, including the U.S. government, which is our largest customer, consumers and businesses to modify, defer or cancel purchases in response to tighter credit, decreased cash availability and declining consumer confidence. Accordingly, future demand for our products could differ materially from our current expectations. Additionally, if customers are not successful in generating sufficient revenue or are precluded from securing financing, they may not be able to pay, or may delay payment of, accounts receivable that are owed to us. Any inability of current and/or potential customers to pay us for our products may adversely affect our earnings and cash flow.

        Negative Impact from Increased Financial Pressures on Key Suppliers:    Our ability to meet customers' demands depends, in part, on our ability to obtain timely and adequate delivery of quality materials, parts and components from our suppliers. Certain of our hardware components and various subsystems are available only from a limited group of suppliers. If certain key suppliers were to become capacity constrained or insolvent as a result of a market downturn, then we may have to find new suppliers. We may experience significant delays in manufacturing and shipping our products to customers and incur additional development, manufacturing and other costs to establish alternative sources of supply if we lose any of these sources or are required to redesign our products. We cannot predict if we will be able to obtain replacement components within the time frames that we require at an affordable cost, if at all. In addition, credit constraints of key suppliers could result in accelerated payment of accounts payable by us, impacting our cash flow.

        Customers' Inability to Obtain Financing to Make Purchases from Us and/or Maintain Their Business:    Some of our customers may require substantial financing in order to fund their operations and make purchases from us. The inability of these customers to obtain sufficient credit to finance purchases of our products, or otherwise meet their payment obligations to us could adversely impact our financial condition and results of operations. In addition, if a market downturn results in insolvencies for our customers, it could adversely impact our financial condition and results of operations.

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Our international business poses potentially greater risks than our domestic business.

        We derived approximately 9% of our revenue from international sales during the fiscal year ended April 30, 2015. We expect to derive an increasing portion of our revenue from international sales. Our international revenue and operations are subject to a number of material risks, including the following:

•
the unavailability of, or difficulties in obtaining any, necessary governmental authorizations for the export of our products to certain foreign jurisdictions;

•
regulatory requirements that may adversely affect our ability to operate in foreign jurisdictions, sell certain products or repatriate profits to the United States;

•
the complexity and necessity of using foreign representatives and consultants;

•
the complexities of operating a business in an international location through a subsidiary or joint venture structure that may include foreign business partners, subcontractors and suppliers;

•
difficulties in enforcing agreements and collecting receivables through foreign legal systems and other relevant legal issues, including fewer legal protections for intellectual property;

•
potential fluctuations in foreign economies and in the value of foreign currencies and interest rates;

•
potential preferences by prospective customers to purchase from local (non-U.S.) sources;

•
general economic and political conditions in the markets in which we operate;

•
laws or regulations relating to non-U.S. military contracts that favor purchases from non-U.S. manufacturers over U.S. manufacturers;

•
the imposition of tariffs, embargoes, export controls and other trade restrictions; and

•
different and changing legal and regulatory requirements, including those pertaining to data protection and privacy, employment law, intellectual property and contracts in the jurisdictions in which we currently operate or may operate in the future.

        Negative developments in any of these areas in one or more countries could result in a reduction in demand for our products, the cancellation or delay of orders already placed, threats to our intellectual property, difficulty in collecting receivables and a higher cost of doing business, any of which could negatively impact our business, financial condition or results of operations. Moreover, our sales, including sales to customers outside the United States, are denominated in dollars, and downward fluctuations in the value of foreign currencies relative to the U.S. dollar may make our products more expensive than other products, which could harm our business.

We could be prohibited from shipping our products to certain countries if we are unable to obtain U.S. government authorization regarding the export of our products, or if current or future export laws limit or otherwise restrict our business.

        We must comply with U.S. laws regulating the export of our products. In some cases, explicit authorization from the U.S. government is needed to export our products. The export regulations and the governing policies applicable to our business are subject to change. We cannot provide assurance that such export authorizations will be available for our products in the future. Compliance with these laws has not significantly limited our operations or our sales in the recent past, but could significantly limit them in the future. We maintain an export compliance program but there are risks that the compliance controls may be ineffective. AeroVironment has voluntarily disclosed export violations to the U.S. Department of State. Non-compliance with applicable export regulations exposes us to fines, penalties and sanctions. If we cannot obtain required government approvals under applicable regulations or if our export compliance program is not effective, we may not be able to sell our

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products in certain international jurisdictions, which could adversely affect our financial condition and results of operations.

Potential future acquisitions could be difficult to integrate, divert the attention of key personnel, disrupt our business, dilute stockholder value and impair our financial results.

        We intend to consider strategic acquisitions that would add to our customer base, technological capabilities or system offerings. Acquisitions involve numerous risks, any of which could harm our business, including the following:

•
difficulties in integrating the operations, technologies, products, existing contracts, accounting and personnel of the target company and realizing the anticipated synergies of the combined businesses;

•
difficulties in supporting and transitioning customers, if any, of the target company;

•
diversion of financial and management resources from existing operations;

•
the price we pay or other resources that we devote may exceed the value we realize, or the value we could have realized if we had allocated the purchase price or other resources to another opportunity;

•
risks of entering new markets in which we have limited or no experience;

•
potential loss of key employees, customers and strategic alliances from either our current business or the target company's business;

•
assumption of unanticipated problems or latent liabilities, such as problems with the quality of the target company's products or its regulatory compliance; and

•
inability to generate sufficient revenue to offset acquisition costs.

        Acquisitions also frequently result in the recording of goodwill and other intangible assets which are subject to potential impairments in the future that could harm our financial results. In addition, if we finance acquisitions by issuing equity, or securities convertible into equity, then our existing stockholders may be diluted, which could lower the market price of our common stock. If we finance acquisitions through debt, then such future debt financing may contain covenants or other provisions that limit our operational or financial flexibility.

        If we fail to properly evaluate acquisitions or investments, then we may not achieve the anticipated benefits of any such acquisitions, and we may incur costs in excess of what we anticipate. The failure to successfully evaluate and execute acquisitions or investments or otherwise adequately address these risks could materially harm our business and financial results.

Environmental laws and regulations and unforeseen costs could impact our future earnings.

        The manufacture and sale of our products in certain states and countries may subject us to environmental and other regulations. For example, we obtain a significant number of our electronics components from companies located in East Asia, where environmental rules may be less stringent than in the United States. Over time, the countries where these companies are located may adopt more stringent environmental regulations, resulting in an increase in our manufacturing costs. Given the increasing focus on environmental compliance by regulators and the general public, any incidence of non-compliance could result in damage to our reputation beyond the fines and other sanctions that could be imposed. Furthermore, certain environmental laws, including the U.S. Comprehensive, Environmental Response, Compensation and Liability Act of 1980, impose strict, joint and several liability on current and previous owners or operators of real property for the cost of removal or remediation of hazardous substances and impose liability for damages to natural resources. These laws

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often impose liability even if the owner or operator did not know of, or was not responsible for, the release of such hazardous substances. These environmental laws also assess liability on persons who arrange for hazardous substances to be sent to disposal or treatment facilities when such facilities are later found to be contaminated. Such persons can be responsible for cleanup costs even if they never owned or operated the contaminated facility. Although we have never been named a responsible party at a contaminated site, we could be named a potentially responsible party in the future. We cannot assure you that such existing laws or future laws will not have a material adverse effect on our future earnings or results of operations.

Our business is subject to federal, state and international laws regarding data protection and privacy, and a privacy breach could damage our reputation, expose us to litigation risk and adversely affect our business.

        In connection with our business, we collect, process and retain certain sensitive and confidential customer information. As a result, we are subject to increasingly rigorous federal, state and international laws regarding privacy and data protection. Compliance with these constantly evolving laws may cause us to incur significant costs or require changes to our business practices, which could reduce our revenue. If we fail to comply with these laws, proceedings may be brought against us by governmental entities or others or penalties may be imposed on us, either of which could have a material adverse effect on our business, results of operations and financial condition. While we rely, in part, on security services and software provided by outside vendors to protect sensitive and confidential customer information, there is no guarantee that the protections that we or our outside vendors have implemented will prevent security breaches. In addition, we have access to certain of our customers' proprietary systems that contain sensitive information and are liable to such customers for damages caused by or employees' and agents' misuse of or access to such systems, including damages resulting from security breaches to such customers' systems caused by us. Any actual, threatened or perceived security breach that could result in misappropriation, loss or other unauthorized disclosure of sensitive or confidential customer information could harm our reputation and relationship with customers, expose us to litigation risk and liability and adversely affect our business.

Our business and operations are subject to the risks of earthquakes and other natural catastrophic events.

        Our corporate headquarters, research and development and manufacturing operations are located in Southern California, a region known for seismic activity and wild fires. A significant natural disaster, such as an earthquake, fire or other catastrophic event, could severely affect our ability to conduct normal business operations, and as a result, our future operating results could be materially and adversely affected.

Risks Related to Our U.S. Government Contracts

We are subject to extensive government regulation, and our failure to comply with applicable regulations could subject us to penalties that may restrict our ability to conduct our business.

        As a contractor to the U.S. government, we are subject to and must comply with various government regulations that impact our revenue, operating costs, profit margins and the internal organization and operation of our business. The most significant regulations and regulatory authorities affecting our business include the following:

•
the Federal Acquisition Regulations and supplemental agency regulations, which comprehensively regulate the formation and administration of, and performance under, U.S. government contracts;

•
the Truth in Negotiations Act, which requires certification and disclosure of all factual cost and pricing data in connection with contract negotiations;

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•
the False Claims Act and the False Statements Act, which impose penalties for payments made on the basis of false facts provided to the government and on the basis of false statements made to the government, respectively;

•
the Foreign Corrupt Practices Act, which prohibits U.S. companies from providing anything of value to a foreign official to help obtain, retain or direct business, or obtain any unfair advantage;

•
the National Telecommunications and Information Administration and the Federal Communications Commission, which regulate the wireless spectrum allocations upon which UAS depend for operation and data transmission in the United States;

•
the Federal Aviation Administration, which regulates the use of airspace for all aircraft, including UAS operation in the United States;

•
the International Traffic in Arms Regulations, which regulate the export of controlled technical data, defense articles and defense services and restrict from which countries we may purchase materials and services used in the production of certain of our products; and

•
laws, regulations and executive orders restricting the use and dissemination of information classified for national security purposes and the exportation of certain products and technical data.

        Also, we need special security clearances and regulatory approvals to continue working on certain of our projects with the U.S. government. Classified programs generally will require that we comply with various executive orders, federal laws and regulations and customer security requirements that may include restrictions on how we develop, store, protect and share information, and may require our employees and facilities to obtain government security clearances. Our failure to comply with applicable regulations, rules and approvals or misconduct by any of our employees could result in the imposition of fines and penalties, the loss of security clearances, the loss of our government contracts or our suspension or debarment from contracting with the U.S. government generally, any of which would harm our business, financial condition and results of operations. We are also subject to certain regulations of comparable government agencies in other countries, and our failure to comply with these non-U.S. regulations could also harm our business, financial condition or results of operations.

Our business could be adversely affected by a negative audit or investigation by the U.S. government.

        U.S. government agencies, primarily the DCAA and the DCMA, routinely audit and investigate government contractors. These agencies review a contractor's performance under its contracts, cost structure and compliance with applicable laws, regulations and standards. These agencies also may review the adequacy of, and a contractor's compliance with, its internal control systems and policies, including the contractor's purchasing, quality, accounting, property, estimating, compensation and management information systems.

        Like most government contractors, our contracts are audited and reviewed on a continual basis by the DCMA and the DCAA. Audits for costs incurred on work performed after fiscal year 2005 have not yet been completed. In addition, non-audit reviews or investigations by the government may still be conducted on all of our government contracts. Any costs found to be improperly allocated to a specific cost reimbursement contract will not be reimbursed, while such costs already reimbursed must be refunded. If an audit or investigation of our business were to uncover improper or illegal activities, then we could be subject to civil and criminal penalties and administrative sanctions, including termination of contracts, suspension of payments, fines and suspension or debarment from doing business with the U.S. government. We could suffer serious harm to our reputation if allegations of impropriety or illegal acts were made against us, even if the allegations were inaccurate. In addition, responding to governmental audits or investigations may involve significant expense and divert

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management attention. If any of the foregoing were to occur, our financial condition and operating results could be materially adversely affected.

        Moreover, if any of our administrative processes and business systems are found not to comply with the applicable requirements, we may be subjected to increased government scrutiny or required to obtain additional governmental approvals that could delay or otherwise adversely affect our ability to compete for or perform contracts. An unfavorable outcome to such an audit or investigation by the DCAA, U.S. Department of Justice or DOJ, or other government agency, could materially adversely affect our competitive position, affect our ability to obtain new government business, and obtain the maximum price for our products and services, and result in a substantial reduction of our revenues.

        If we were suspended or debarred from contracting with the federal government generally, or any specific agency, if our reputation or relationship with government agencies were impaired, or if the government otherwise ceased doing business with us or significantly decreased the amount of business it does with us, our revenue and operating results would be materially harmed. For example, in February 2010, we were notified by the DOJ that it had initiated a civil investigation into our cost charging practices with respect to government contracts. We resolved these claims with the DOJ in October 2013. Under the settlement agreement, we reimbursed the government for an amount erroneously charged to the government in our FY2006 incurred cost claim submittal.

        Subsequent to the DOJ investigation referenced above and in part based on the same facts involved in the DOJ investigation, the DCMA disallowed a portion of our executive compensation and other costs included in our FY2006 incurred cost claim and sought interest and penalties from us. The parties have resolved most of these claims. However, we are vigorously defending our position on the government's remaining claims for the FY2006 incurred cost claim as well as the claims the government has raised regarding the company's FY2007 and FY2008 incurred cost claims, which we have appealed to the Armed Services Board of Contract Appeals. Based on our current understanding of the facts and the amount in dispute, we believe that the outcome of these disputes will not have a material impact on our business.

Some of our contracts with the U.S. government allow it to use inventions developed under the contracts and to disclose technical data to third parties, which could harm our ability to compete.

        Some of our contracts allow the U.S. government to use, royalty-free, or have others use, inventions developed under those contracts on behalf of the government. Some of the contracts allow the federal government to disclose technical data without constraining the recipient on how those data are used. The ability of third parties to use patents and technical data for government purposes creates the possibility that the government could attempt to establish alternative suppliers or to negotiate with us to reduce our prices. The potential that the government may release some of the technical data without constraint creates the possibility that third parties may be able to use this data to compete with us, which could have a material adverse effect on our business, results of operations or financial condition.

U.S. government contracts are generally not fully funded at inception and contain certain provisions that may be unfavorable to us, which could prevent us from realizing our contract backlog and materially harm our business and results of operations.

        U.S. government contracts typically involve long lead times for design and development, and are subject to significant changes in contract scheduling. Congress generally appropriates funds on a fiscal year basis even though a program may continue for several years. Consequently, programs are often only partially funded initially, and additional funds are committed only as Congress makes further appropriations. The termination or reduction of funding for a government program would result in a loss of anticipated future revenue attributable to that program.

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        The actual receipt of revenue on awards included in backlog may never occur or may change because a program schedule could change or the program could be canceled, or a contract could be reduced, modified or terminated early.

        In addition, U.S. government contracts generally contain provisions permitting termination, in whole or in part, at the government's convenience or for contractor default. Since a substantial majority of our revenue is dependent on the procurement, performance and payment under our U.S. government contracts, the termination of one or more critical government contracts could have a negative impact on our results of operations and financial condition. Termination arising out of our default could expose us to liability and have a material adverse effect on our ability to re-compete for future contracts and orders. Moreover, several of our contracts with the U.S. government do not contain a limitation of liability provision, creating a risk of responsibility for indirect, incidental damages and consequential damages. These provisions could cause substantial liability for us, especially given the use to which our products may be put.

U.S. government contracts are subject to a competitive bidding process that can consume significant resources without generating any revenue.

        U.S. government contracts are frequently awarded only after formal, protracted competitive bidding processes and, in many cases, unsuccessful bidders for U.S. government contracts are provided the opportunity to protest contract awards through various agency, administrative and judicial channels. We derive significant revenue from U.S. government contracts that were awarded through a competitive bidding process. Much of the UAS business that we expect to seek in the foreseeable future likely will be awarded through competitive bidding. Competitive bidding presents a number of risks, including the following:

•
the need to bid on programs in advance of the completion of their design, which may result in unforeseen technological difficulties and cost overruns;

•
the substantial cost and managerial time and effort that must be spent to prepare bids and proposals for contracts that may not be awarded to us;

•
the need to estimate accurately the resources and cost structure that will be required to service any contract we are awarded; and

•
the expense and delay that may arise if our competitors protest or challenge contract awards made to us pursuant to competitive bidding, and the risk that any such protest or challenge could result in the delay of our contract performance, the distraction of management, the resubmission of bids on modified specifications, or in termination, reduction or modification of the awarded contract.

        We may not be provided the opportunity to bid on contracts that are held by other companies and are scheduled to expire if the government extends the existing contract. If we are unable to win particular contracts that are awarded through a competitive bidding process, then we may not be able to operate for a number of years in the market for goods and services that are provided under those contracts. If we are unable to win new contract awards over any extended period consistently, then our business and prospects will be adversely affected.

We are subject to procurement rules and regulations, which increase our performance and compliance costs under our U.S. government contracts.

        We must comply with, and are affected by, laws and regulations relating to the formation, administration and performance of U.S. government contracts. These laws and regulations, among other things, require certification and disclosure of all cost and pricing data in connection with contract negotiation, define allowable and unallowable costs and otherwise govern our right to reimbursement

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under certain cost-based U.S. government contracts, and restrict the use and dissemination of classified information and the exportation of certain products and technical data. These requirements, although customary in U.S. government contracts, increase our performance and compliance costs. These costs might increase in the future, reducing our margins, which could have a negative effect on our financial condition. Although we believe we have procedures in place to comply with these regulations and requirements, the regulations and requirements are complex and change frequently. Failure to comply with these regulations and requirements under certain circumstances could lead to suspension or debarment from U.S. government contracting or subcontracting for a period of time and could have a negative effect on our reputation and ability to receive other U.S. government contract awards in the future.

Risks Related to Our Intellectual Property

If we fail to protect, or incur significant costs in defending, our intellectual property and other proprietary rights, our business, financial condition, and results of operations could be materially harmed.

        Our success depends, in large part, on our ability to protect our intellectual property and other proprietary rights. We rely primarily on patents, trademarks, copyrights, trade secrets and unfair competition laws, as well as license agreements and other contractual provisions, to protect our intellectual property and other proprietary rights. However, a significant portion of our technology is not patented, and we may be unable or may not seek to obtain patent protection for this technology. In addition, the U.S. government has licenses under certain of our patents and certain other intellectual property that are developed or used in performance of government contracts, and it may use or authorize others to use such patents and intellectual property for government and other purposes. Moreover, existing U.S. legal standards relating to the validity, enforceability and scope of protection of intellectual property rights offer only limited protection, may not provide us with any competitive advantages, and may be challenged by third parties. The laws of countries other than the United States may be even less protective of intellectual property rights. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon or misappropriating our intellectual property or otherwise gaining access to our technology. Unauthorized third parties may try to copy or reverse engineer our products or portions of our products or otherwise obtain and use our intellectual property. Moreover, many of our employees have access to our trade secrets and other intellectual property. If one or more of these employees leave us to work for one of our competitors, then they may disseminate this proprietary information, which may as a result damage our competitive position. If we fail to protect our intellectual property and other proprietary rights, then our business, results of operations or financial condition could be materially harmed. From time to time, we have initiated lawsuits to protect our intellectual property and other proprietary rights. Pursuing these claims is time consuming and expensive and could adversely impact our results of operations.

        In addition, affirmatively defending our intellectual property rights and investigating whether we are pursuing a product or service development that may violate the rights of others may entail significant expense. Any of our intellectual property rights may be challenged by others or invalidated through administrative processes or litigation. If we resort to legal proceedings to enforce our intellectual property rights or to determine the validity and scope of the intellectual property or other proprietary rights of others, then the proceedings could result in significant expense to us and divert the attention and efforts of our management and technical employees, even if we prevail.

We may be sued by third parties for alleged infringement of their proprietary rights, which could be costly, time-consuming and limit our ability to use certain technologies in the future.

        We may become subject to claims that our technologies infringe upon the intellectual property or other proprietary rights of third parties. Any claims, with or without merit, could be time-consuming and expensive, and could divert our management's attention away from the execution of our business

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plan. Moreover, any settlement or adverse judgment resulting from these claims could require us to pay substantial amounts or obtain a license to continue to use the disputed technology, or otherwise restrict or prohibit our use of the technology. We cannot assure you that we would be able to obtain a license from the third party asserting the claim on commercially reasonable terms, if at all, that we would be able to develop alternative technology on a timely basis, if at all, or that we would be able to obtain a license to use a suitable alternative technology to permit us to continue offering, and our customers to continue using, our affected product. An adverse determination also could prevent us from offering our products to others. Infringement claims asserted against us may have a material adverse effect on our business, results of operations or financial condition.

Risks Relating to Securities Markets and Investment in Our Stock

The price of our common stock may fluctuate significantly.

        The market prices for securities of emerging technology companies have historically been highly volatile, and the market has from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. The market price of our common stock may fluctuate significantly in response to a number of factors, most of which we cannot control, including the following:

•
U.S. government spending levels, both generally and by our particular customers;

•
the volume of operational activity by the U.S. military;

•
delays in the payment of our invoices by government payment offices, resulting in potentially reduced earnings during a particular fiscal quarter;

•
announcements of new products or technologies, commercial relationships or other events relating to us or our industry or our competitors;

•
failure of any of our key products to gain market acceptance;

•
variations in our quarterly operating results;

•
perceptions of the prospects for the markets in which we compete;

•
changes in general economic conditions;

•
changes in securities analysts' estimates of our financial performance;

•
regulatory developments in the United States and foreign countries;

•
fluctuations in stock market prices and trading volumes of similar companies;

•
news about the markets in which we compete or regarding our competitors;

•
terrorist acts or military action related to international conflicts, wars or otherwise;

•
sales of large blocks of our common stock, including sales by our executive officers, directors and significant stockholders; and

•
additions or departures of key personnel.

        In addition, the equity markets in general, and NASDAQ in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies. Further, the market prices of securities of emerging technology companies have been particularly volatile. These broad market and industry factors may affect the market price of our common stock adversely, regardless of our operating performance. In the past, following periods of volatility in the market price of a company's securities, securities class action litigation often has been

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instituted against that company. This type of litigation, if instituted against us, could result in substantial costs and a diversion of management's attention and resources.

Our management, whose interests may not be aligned with yours, is able to exert significant influence over all matters requiring stockholder approval.

        As of June 19, 2015, our directors, executive officers and their affiliates collectively beneficially owned 3,583,925 shares, or approximately 15%, of our total outstanding shares of common stock. Accordingly, our directors and executive officers as a group may be able to exert significant influence over matters requiring stockholder approval, including the election of directors. The interests of our directors and executive officers may not be fully aligned with yours. Although there is no agreement among our directors and executive officers with respect to the voting of their shares, this concentration of ownership may delay, defer or even prevent a change in control of our company, and make transactions more difficult or impossible without the support of all or some of our directors and executive officers. These transactions might include proxy contests, tender offers, mergers or other purchases of common stock that could give you the opportunity to realize a premium over the then-prevailing market price for shares of our common stock.

Delaware law and anti-takeover provisions in our organizational documents may discourage our acquisition by a third party, which could make it more difficult to acquire us and limit your ability to sell your shares at a premium .

        Our certificate of incorporation and bylaws contain certain provisions that reduce the probability of a change of control or acquisition of our company, even if such a transaction would be beneficial to our stockholders. These provisions include, but are not limited to:

•
The ability of our board of directors to issue preferred stock in one or more series of with such rights, obligations and preferences as the board may determine, without further vote or action by our stockholders;

•
Advanced notice procedures for stockholders to nominate candidates for election to the board of directors and for stockholders to submit proposals for consideration at a meeting of stockholders;

•
The absence of cumulative voting rights for our stockholders;

•
The classification of our board of directors, which effectively prevents stockholders from electing a majority of the directors at any one annual meeting of stockholders;

•
The limitation that directors may be removed only for cause by the affirmative vote of the holders of 662/3% of the total voting power of all of our outstanding securities entitled to vote in the election of directors, voting together as a single class; and

•
Restrictions on the ability of our stockholders to call a special meeting of stockholders.

We are also subject to Section 203 of the Delaware General Corporation Law which, subject to certain exceptions, prohibits "business combinations" between a publicly-held Delaware corporation and an "interested stockholder," which is generally defined as a stockholder who becomes a beneficial owner of 15% or more of a Delaware corporation's voting stock for a three-year period following the date that such stockholder became an interested stockholder. This statute, as well as the provisions in our organizational documents, could have the effect of delaying, deterring or preventing certain potential acquisitions or a change in control of us.

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Item 1B.    Unresolved Staff Comments.

        None.

Item 2.    Properties.

        All of our facilities are leased. Our corporate headquarters are located in Monrovia, California where we lease approximately 13,000 square feet under an agreement expiring in September 2015. We have several other leased facilities in California, Alabama and Virginia that are used for administration, research and development, logistics and manufacturing and have a total of approximately 489,000 square feet. Such leases expire between the end of 2015 and 2021.

Item 3.    Legal Proceedings.

        We are not currently a party to any material legal proceedings. We are, however, subject to lawsuits, government investigations, audits and other legal proceedings from time to time in the ordinary course of our business. It is not possible to predict the outcome of any legal proceeding with any certainty. The outcome or costs we incur in connection with a legal proceeding could adversely impact our operating results and financial position.

Item 4.    Mine Safety Disclosure.

        Not applicable.

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PART II

Item 5.    Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Common Stock

        The following table sets forth, for the periods indicated, the high and low sales prices for our common stock from May 1, 2014 through April 30, 2015. The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

	 	Fiscal Year Ended April 30,	 	
 
	 	2015	 	2014	 	
 
	 	High	 	Low	 	High	 	Low	 	
First Quarter	 	$	36.50	 	$	30.20	 	$	23.97	 	$	19.24	 	
Second Quarter	 	$	33.85	 	$	27.20	 	$	26.50	 	$	20.78	 	
Third Quarter	 	$	30.87	 	$	24.73	 	$	31.50	 	$	26.14	 	
Fourth Quarter	 	$	28.92	 	$	25.00	 	$	41.67	 	$	27.34	 	
        On June 19, 2015, the closing sales price of our common stock as reported on the NASDAQ Global Select Market was $27.23 per share. As of June 19, 2015, there were 62 holders of record of our common stock.

Dividends

        To date we have retained all earnings for use in the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. Any future determination related to dividend policy will be made at the discretion of our board of directors and will depend upon, among other factors, our results of operations, financial condition, capital requirements, capital allocation policy, expected return on invested capital, contractual restrictions and such other factors as our board of directors deems relevant.

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Stock Price Performance Graph

        The following graph shows a comparison of cumulative returns on our common stock, based on the market price of the common stock, with the cumulative total returns of companies in the Russell 2000 Index and the SPADES Index.

        The following table shows the value of $100 invested on April 30, 2010 in AeroVironment, Inc., the Russell 2000 Index and the SPADES Index.

	 	Performance Graph Table ($)	
 
	 	April 30,
2010	 	April 30,
2011	 	April 30,
2012	 	April 30,
2013	 	April 30,
2014	 	April 30,
2015	
AeroVironment Stock	 	100	 	109	 	93	 	74	 	129	 	98	
Russell 2000 Index	 	100	 	121	 	114	 	132	 	157	 	170	
SPADES Index	 	100	 	108	 	105	 	123	 	171	 	189	
        The stock price performance shown on the graph above is not necessarily indicative of future price performance. Factual material was obtained from sources believed to be reliable, but we are not responsible for any errors or omissions contained therein. No portions of this graph shall be deemed incorporated by reference into any filing under the Securities Act, or the Exchange Act through any general statement incorporating by reference in its entirety the report in which this graph appears, except to the extent that we specifically incorporate this graph or a portion of it by reference. In addition, this graph shall not be deemed filed under either the Securities Act or the Exchange Act.

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Item 6.    Selected Consolidated Financial Data.

        The following selected financial data should be read in conjunction with our consolidated financial statements. The information set forth below is not necessarily indicative of results of future operations, and should be read in conjunction with Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and notes thereto included in Item 8, "Financial Statements and Supplementary Data" of this Annual Report in order to understand fully factors that may affect the comparability of the financial data presented below.

	 	Year Ended April 30,	 	
 
	 	2015	 	2014	 	2013	 	2012	 	2011	 	
 
	 	(In thousands, except per share data)
	 	
Consolidated Income Statement Data:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Revenue	 	$	259,398	 	$	251,703	 	$	240,152	 	$	325,008	 	$	292,503	 	
Net income	 	$	2,895	 	$	13,718	 	$	10,426	 	$	30,451	 	$	25,909	 	
Earnings per common share :	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic	 	$	0.13	 	$	0.61	 	$	0.47	 	$	1.40	 	$	1.20	 	
Diluted	 	$	0.13	 	$	0.60	 	$	0.47	 	$	1.36	 	$	1.17	 	
Weighted average common shares outstanding (basic):	 	 	22,869	 	 	22,354	 	 	22,070	 	 	21,783	 	 	21,591	 	
Weighted average common shares outstanding (diluted):	 	 	23,146	 	 	22,719	 	 	22,390	 	 	22,315	 	 	22,081	 	
Balance Sheet Data	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total assets	 	$	397,467	 	$	384,954	 	$	361,604	 	$	369,151	 	$	331,747	 	
Long-term obligations	 	$	1,820	 	$	4,752	 	$	4,231	 	$	6,854	 	$	6,175	 	
Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations.

Introduction

        The following discussion of our financial condition and results of operations should be read in conjunction with our "Selected Consolidated Financial Data" and our consolidated financial statements and notes thereto included herein as Item 8. This discussion contains forward-looking statements. Refer to "Forward-Looking Statements" on page 2 and "Risk Factors" beginning on page 25, for a discussion of the uncertainties, risks and assumptions associated with these statements.

Overview

        We design, develop, produce, support and operate a technologically-advanced portfolio of products. We supply unmanned aircraft systems, or UAS, tactical missile systems and services primarily to organizations within the U.S. Department of Defense, or DoD. We also supply charging systems and services for electric vehicles and power cycling and test systems to commercial, consumer and government customers. We derive the majority of our revenue from these business areas and we believe that the markets for these solutions have significant growth potential. Additionally, we believe that some of the innovative potential products in our research and development pipeline will emerge as new growth platforms in the future, creating additional market opportunities.

        The success we have achieved with our current products and services stems from our investment in research and development and our ability to invent and deliver advanced solutions, utilizing our proprietary technologies, to help our government, commercial and consumer customers operate more effectively and efficiently. We develop these highly innovative solutions by working very closely with our key customers in each segment of our business and solving their most important challenges related to our areas of expertise. Our core technological capabilities, developed through more than 40 years of innovation, include lightweight aerostructures, power electronics, electric propulsion systems, efficient

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electric power generation, conversion, and storage systems, high-density energy packaging, miniaturization, DDL, aircraft payloads, controls integration, systems integration and engineering optimization coupled with professional field service capabilities.

        Our UAS business 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 our customers' operations. Our Efficient Energy Systems, or EES, business 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.

Revenue

        We generate our revenue primarily from the sale, support and operation of our small UAS, tactical missile systems, electric vehicle charging systems and power cycling and test systems solutions. Support for our small UAS customers includes training, spare parts, product repair, product replacement, and the customer-contracted operation of our small UAS by our personnel. We refer to these support activities, in conjunction with customer-funded R&D, as our services operation. We derive most of our small UAS revenue from fixed-price and cost-plus-fee contracts with the U.S. government, and most of our electric vehicle charging systems and power cycling and test systems revenue from sales and service to commercial customers.

Cost of Sales

        Cost of sales consists of direct costs and allocated indirect costs. Direct costs include labor, materials, travel, subcontracts and other costs directly related to the execution of a specific contract. Indirect costs include overhead expenses, fringe benefits and other costs that are not directly charged to a specific contract.

Gross Margin

        Gross margin is equal to revenue minus cost of sales. We use gross margin as a financial metric to help us understand trends in our direct costs and allocated indirect costs when compared to the revenue we generate.

Research and Development Expense

        Research and development, or R&D, is an integral part of our business model. We normally conduct significant internally funded R&D. Our research and development activities focus specifically on creating capabilities that support our existing product portfolio as well as new solutions.

Selling, General and Administrative

        Our selling, general and administrative expenses, or SG&A, include salaries and other expenses related to selling, marketing and proposal activities, and other administrative costs. Some SG&A expenses relate to market and business development activities that support both ongoing business areas as well as new and emerging market areas. These activities can be directly associated with developing requirements for and applications of capabilities created in our R&D activities. SG&A is an important financial metric that we analyze to help us evaluate the contribution of our selling, marketing and proposal activities to revenue generation.

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Other Income and Expenses

        Other income and expenses includes interest income, interest expense, changes in fair value of certain financial investments, gains/losses on sale of available-for-sale equity securities and losses from equity method investments.

Income Tax Expense

        Our effective tax rates are substantially lower than the statutory rates primarily due to research and development tax credits.

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.

        We believe the following critical accounting estimates affect our more significant judgments and estimates used in preparing our consolidated financial statements. See Note 1 of the Notes to Consolidated Financial Statements for our Organization and Significant Accounting Policies. There have been no material changes made to the critical accounting estimates during the periods presented in the consolidated financial statements.

Revenue Recognition

        Significant management judgments and estimates must be made and used in connection with the recognition of revenue in any accounting period. Material differences in the amount of revenue in any given period may result if these judgments or estimates prove to be incorrect or if management's estimates change on the basis of development of the business or market conditions. Management judgments and estimates have been applied consistently and have been reliable historically. We believe that there are two key factors which impact the reliability of management's estimates. The first of those key factors is that the terms of our contracts are typically less than six months. The short-term nature of such contracts reduces the risk that material changes in accounting estimates will occur on the basis of market conditions or other factors. The second key factor is that we have hundreds of contracts in any given accounting period, which reduces the risk that any one change in an accounting estimate on one or several contracts would have a material impact on our consolidated financial statements or our two reporting segments' measures of profit.

        The substantial majority of our revenue is generated pursuant to written contractual arrangements to design, develop, manufacture and/or modify complex products, and to provide related engineering, technical and other services according to customer specifications. These contracts may be fixed price or cost-reimbursable. We consider all contracts for treatment in accordance with authoritative guidance for contracts with multiple deliverables.

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        Revenue from product sales not under contractual arrangement is recognized at the time title and the risk and rewards of ownership pass, which typically occurs when the products are shipped and collection is reasonably assured.

        Revenue and profits on fixed-price contracts are recognized using percentage-of-completion methods of accounting. Revenue and profits on fixed-price production contracts, whose units are produced and delivered in a continuous or sequential process, are recorded as units are delivered based on their selling prices, or the units-of-delivery method. Revenue and profits on other fixed-price contracts with significant engineering as well as production requirements are recorded based on the ratio of total actual incurred costs to date to the total estimated costs for each contract, or the cost-to-cost method. Under percentage-of-completion methods of accounting, a single estimated total profit margin is used to recognize profit for each contract over its entire period of performance, which can exceed one year. Accounting for revenue and profits on a fixed-price contract requires the preparation of estimates of (1) the total contract revenue, (2) the total costs at completion, which is equal to the sum of the actual incurred costs to date on the contract and the estimated costs to complete the contract's statement of work and (3) the measurement of progress towards completion. The estimated profit or loss at completion on a contract is equal to the difference between the total estimated contract revenue and the total estimated cost at completion. Under the units-of-delivery method, sales on a fixed-price type contract are recorded as the units are delivered during the period based on their contractual selling prices. Under the cost-to-cost method, sales on a fixed-price type contract are recorded at amounts equal to the ratio of actual cumulative costs incurred divided by total estimated costs at completion, multiplied by (A) the total estimated contract revenue, less (B) the cumulative sales recognized in prior periods. The profit recorded on a contract in any period using either the units-of-delivery method or cost-to-cost method is equal to (X) the current estimated total profit margin multiplied by the cumulative sales recognized, less (Y) the amount of cumulative profit previously recorded for the contract. In the case of a contract for which the total estimated costs exceed the total estimated revenue, a loss arises, and a provision for the entire loss is recorded in the period that it becomes evident. The unrecoverable costs on a loss contract that are expected to be incurred in future periods are recorded in the program cost.

        Revenue and profits on cost-reimbursable type contracts are recognized as costs are incurred on the contract, at an amount equal to the costs plus the estimated profit on those costs. The estimated profit on a cost-reimbursable contract is generally fixed or variable based on the contractual fee arrangement.

        We review cost performance and estimates to complete at least quarterly and in many cases more frequently. Adjustments to original estimates for a contract's revenue, estimated costs at completion and estimated profit or loss are often required as work progresses under a contract, as experience is gained and as more information is obtained, even though the scope of work required under the contract may not change, or if contract modifications occur. The impact of revisions in profit estimates for all types of contracts are recognized on a cumulative catch-up basis in the period in which the revisions are made. During the fiscal years ended April 30, 2015, 2014 and 2013, changes in accounting estimates on fixed-price contracts recognized using the percentage of completion method of accounting are presented below. Amounts representing contract change orders or claims are included in revenue only when they can be reliably estimated and their realization is probable. Incentives or penalties and awards applicable to performance on contracts are considered in estimating revenue and profit rates, and are recorded when there is sufficient information to assess anticipated contract performance.

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        For the years ended April 30, 2015, 2014 and 2013, favorable and unfavorable cumulative catch-up adjustments included in cost of sales were as follows (in thousands):

	 	Year Ended April 30,	 	
 
	 	2015	 	2014	 	2013	 	
Gross favorable adjustments	 	$	885	 	$	699	 	$	1,874	 	
Gross unfavorable adjustments	 	 	(1,017	)	 	(337	)	 	(106	)	
​	​	​	​	​	​	​	​	​	​	​	
Net adjustments	 	$	(132	)	$	362	 	$	1,768	 	
​	​	​	​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	​	​	​	
        For the year ended April 30, 2015, favorable cumulative catch-up adjustments of $0.9 million were primarily due to final cost adjustments on 28 contracts, which individually were not material. For the same period, unfavorable cumulative catch-up adjustments of $1.0 million were primarily related to higher than expected costs on 170 contracts, which individually were not material.

        For the year ended April 30, 2014, favorable cumulative catch-up adjustments of $0.7 million were primarily due to final cost adjustments on 274 contracts, which individually were not material. For the same period, unfavorable cumulative catch-up adjustments of $0.3 million were primarily related to higher than expected costs on eight contracts, which individually were not material.

        For the year ended April 30, 2013, favorable cumulative catch-up adjustments of $1.9 million were due to final cost adjustments on 12 contracts, which individually were not material. For the same period, unfavorable cumulative catch-up adjustments of $0.1 million were primarily related to higher than expected costs on six contracts, which individually were not material.

Inventories and Reserve for Excess and Obsolescence

        Our policy for valuation of inventory, including the determination of obsolete or excess inventory, requires us to perform a detailed assessment of inventory at each balance sheet date, which includes a review of, among other factors, an estimate of future demand for products within specific time horizons, valuation of existing inventory, as well as product lifecycle and product development plans. Inventory reserves are also provided to cover risks arising from slow-moving items. We write down our inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based on assumptions about future demand and market conditions. We may be required to record additional inventory write-downs if actual market conditions are less favorable than those projected by our management.

Self-Insured Liability

        We are self-insured for employee medical claims, subject to individual and aggregate stop-loss policies. We estimate a liability for claims filed and incurred but not reported based upon recent claims experience and an analysis of the average period of time between the occurrence of a claim and the time it is reported to and paid by us. We perform an annual evaluation of this policy and have determined that for all prior years during which this policy has been in effect there have been cost advantages to this policy, as compared to obtaining commercially available employee medical insurance. However, actual results may differ materially from those estimated and could have a material impact on our consolidated financial statements.

Impairment of Long-Lived Assets

        We review the recoverability of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The estimated future cash flows are based upon, among other things, assumptions about expected future operating performance, and may differ from actual cash flows. If the sum of the projected undiscounted cash flows (excluding interest) is less than the carrying value of the assets, the assets will be written down to the estimated fair value in the period in which the determination is made.

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Long-Term Incentive Awards

        We grant long-term incentive awards and we establish a target payout at the beginning of each performance period. The actual payout at the end of the performance period is calculated based upon our achievement of such targets. Payouts are made in cash and restricted stock units. Upon vesting of the restricted stock units, we have the discretion to settle the restricted stock units in cash or stock.

        The cash component of the award is accounted for as a liability. The equity component is accounted for as a stock-based liability as the restricted stock units may be settled in cash or stock. At each reporting period, we reassess the probability of achieving the performance targets. The estimation of whether the performance targets will be achieved requires judgment, and to the extent actual results or updated estimates differ from our current estimates, the cumulative effect on current and prior periods of those changes will be recorded in the period estimates are revised.

Income Taxes

        We are required to estimate our income taxes, which includes estimating our current income taxes as well as measuring the temporary differences resulting from different treatment of items for tax and accounting purposes. We currently have significant deferred assets, which are subject to periodic recoverability assessments. Realizing our deferred tax assets principally depends on our achieving projected future taxable income. We may change our judgments regarding future profitability due to future market conditions and other factors, which may result in recording a valuation allowance against those deferred tax assets.

        We have various foreign subsidiaries to conduct or support our business outside the United States. We do not provide for U.S. income taxes on undistributed earnings for our foreign subsidiaries as management expects the foreign earnings will be indefinitely reinvested in such foreign jurisdictions.

Fiscal Periods

        Our fiscal year ends on April 30. 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 13 weeks. Our first three quarters end on a Saturday.

Results of Operations

        The following table sets forth certain historical consolidated income statement data expressed in dollars (in thousands) and as a percentage of revenue for the periods indicated. Certain amounts may not sum due to rounding.

	 	Fiscal Year Ended April 30,	 	
 
	 	2015	 	2014	 	2013	 	
Revenue	 	$	259,398	 	 	100	%	$	251,703	 	 	100	%	$	240,152	 	 	100	%	
Cost of sales	 	 	155,130	 	 	60	%	 	158,090	 	 	63	%	 	147,616	 	 	61	%	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
Gross margin	 	 	104,268	 	 	40	%	 	93,613	 	 	37	%	 	92,536	 	 	39	%	
Selling, general and administrative	 	 	55,763	 	 	21	%	 	55,679	 	 	22	%	 	51,520	 	 	21	%	
Research and development	 	 	46,491	 	 	18	%	 	25,515	 	 	10	%	 	37,214	 	 	15	%	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
Income from operations	 	 	2,014	 	 	1	%	 	12,419	 	 	5	%	 	3,802	 	 	2	%	
Interest income	 	 	882	 	 	0	%	 	855	 	 	0	%	 	726	 	 	0	%	
Other (expense) income	 	 	(1,003	)	 	0	%	 	1,622	 	 	1	%	 	6,245	 	 	3	%	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
Income before income taxes	 	 	1,893	 	 	1	%	 	14,896	 	 	6	%	 	10,773	 	 	4	%	
Income tax (benefit) expense	 	 	(1,002	)	 	0	%	 	1,178	 	 	0	%	 	347	 	 	0	%	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
Net income	 	$	2,895	 	 	1	%	$	13,718	 	 	5	%	$	10,426	 	 	4	%	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
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        The following table sets forth our revenue, costs of sales and gross margin generated by each operating segment for the periods indicated:

	 	Fiscal Year Ended April 30,	 	
 
	 	2015	 	2014	 	2013	 	
 
	 	(In thousands)
	 	
Revenue:	 	 	 	 	 	 	 	 	 	 	
UAS	 	$	220,950	 	$	208,810	 	$	194,276	 	
EES	 	 	38,448	 	 	42,893	 	 	45,876	 	
​	​	​	​	​	​	​	​	​	​	​	
Total	 	$	259,398	 	$	251,703	 	$	240,152	 	
​	​	​	​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	​	​	​	
Cost of sales:	 	 	 	 	 	 	 	 	 	 	
UAS	 	$	128,233	 	$	127,992	 	$	115,194	 	
EES	 	 	26,897	 	 	30,098	 	 	32,422	 	
​	​	​	​	​	​	​	​	​	​	​	
Total	 	$	155,130	 	$	158,090	 	$	147,616	 	
​	​	​	​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	​	​	​	
Gross margin:	 	 	 	 	 	 	 	 	 	 	
UAS	 	$	92,717	 	$	80,818	 	$	79,082	 	
EES	 	 	11,551	 	 	12,795	 	 	13,454	 	
​	​	​	​	​	​	​	​	​	​	​	
Total	 	$	104,268	 	$	93,613	 	$	92,536	 	
​	​	​	​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	​	​	​	
Fiscal Year Ended April 30, 2015 Compared to Fiscal Year Ended April 30, 2014

        Revenue.    Revenue for the fiscal year ended April 30, 2015 was $259.4 million, as compared to $251.7 million for the fiscal year ended April 30, 2014, representing an increase of $7.7 million, or 3%. The increase in revenue was due to an increase in product deliveries of $10.0 million offset by a decrease in service revenue of $2.3 million. UAS revenue increased $12.1 million, or 6%, to $221.0 million for the fiscal year ended April 30, 2015, primarily due to increased product deliveries of $12.2 million and an increase in customer-funded R&D of $8.6 million, offset by a decrease in service revenue of $8.6 million. The increase in product deliveries was primarily due to increased product deliveries of Wasp systems. The increase in customer-funded R&D was primarily due to phase two of the Tern program and a Switchblade derivative program. The decrease in service revenue was primarily due to decreased repair activities in small UAS and Switchblade services. EES revenue decreased $4.4 million, or 10%, to $38.4 million for the fiscal year ended April 30, 2015, primarily due to decreased product deliveries of our industrial fast charge systems and passenger electric vehicle charging systems.

        Cost of Sales.    Cost of sales for the fiscal year ended April 30, 2015 was $155.1 million, as compared to $158.1 million for the fiscal year ended April 30, 2014, representing a decrease of $3.0 million, or 2%. As a percentage of revenue, cost of sales decreased from 63% to 60%. The decrease in cost of sales was a result of a decrease in product cost of sales of $0.3 million and service costs of sales of $2.7 million. UAS cost of sales increased $0.2 million to $128.2 million for the fiscal year ended April 30, 2015. As a percentage of revenue, cost of sales for UAS decreased from 61% to 58%, primarily due to a favorable product mix. EES cost of sales decreased $3.2 million, or 11%, to $26.9 million for the fiscal year ended April 30, 2015 due to a decrease in sales volume. As a percentage of revenue, cost of sales for EES remained at 70%.

        Gross Margin.    Gross margin for the fiscal year ended April 30, 2015 was $104.3 million, as compared to $93.6 million for the fiscal year ended April 30, 2014, representing an increase of $10.7 million, or 11%. The increase in gross margin was due to an increase in product margin of $10.4 million and service margin of $0.3 million. The increase in product margin was primarily due to an increase in product deliveries. As a percentage of revenue, gross margin increased from 37% to

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40%. UAS gross margin increased $11.9 million, or 15%, to $92.7 million for the fiscal year ended April 30, 2015, primarily due to a favorable product mix. As a percentage of revenue, gross margin for UAS increased from 39% to 42%. EES gross margin decreased $1.2 million, or 10%, to $11.6 million for the fiscal year ended April 30, 2015, primarily due to a decrease in sales volume. As a percentage of revenue, EES gross margin remained at 30%.

        Selling, General and Administrative.    SG&A expense for the fiscal year ended April 30, 2015 was $55.8 million, or 21% of revenue, compared to SG&A expense of $55.7 million, or 22% of revenue, for the fiscal year ended April 30, 2014.

        Research and Development.    R&D expense for the fiscal year ended April 30, 2015 was $46.5 million, or 18% of revenue, compared to R&D expense of $25.5 million, or 10% of revenue, for the fiscal year ended April 30, 2014. R&D expense increased primarily due to increased development activities for certain strategic initiatives.

        Interest Income.    Interest income for the fiscal years ended April 30, 2015 and 2014 was $0.9 million.

        Other Expense.    Other expense for the fiscal year ended April 30, 2015 was $1.0 million, as compared to other income of $1.6 million for the fiscal year ended April 30, 2014. The decrease is primarily due to a reduction in the fair value of the conversion feature of our investment in convertible bonds and related sales of equity securities.

        Income Taxes.    Our effective income tax rate was (52.9)% for the fiscal year ended April 30, 2015, as compared to an effective income tax rate of 7.9% for the fiscal year ended April 30, 2014. The variance in the effective income tax rate was primarily due to lower pre-tax income and federal R&D tax credits.

Fiscal Year Ended April 30, 2014 Compared to Fiscal Year Ended April 30, 2013

        Revenue.    Revenue for the fiscal year ended April 30, 2014 was $251.7 million, as compared to $240.2 million for the fiscal year ended April 30, 2013, representing an increase of $11.5 million, or 5%. The increase in revenue was due to an increase in product deliveries of $55.2 million offset by lower service revenue of $43.6 million. UAS revenue increased $14.5 million, or 7%, to $208.8 million for the fiscal year ended April 30, 2014, primarily due to higher product deliveries of $57.0 million offset by decreases in logistics service revenue of $33.2 million and customer-funded R&D work of $9.3 million. The increase in product deliveries was primarily due to higher product deliveries of Puma AE systems and spares and low-rate production of Switchblade systems. The decrease in logistics service revenue was primarily due to reduced logistics services for our small UAS system. The decrease in customer-funded R&D was primarily due to the transition of the Switchblade program from a developmental program into low-rate production. EES revenue decreased $3.0 million, or 7%, to $42.9 million for the fiscal year ended April 30, 2014, primarily due to decreased product deliveries of our electric vehicle test systems partially offset by increased deliveries of industrial fast charge systems and passenger electric vehicle charging systems.

        Cost of Sales.    Cost of sales for the fiscal year ended April 30, 2014 was $158.1 million, as compared to $147.6 million for the fiscal year ended April 30, 2013, representing an increase of $10.5 million, or 7%. As a percentage of revenue, cost of sales increased from 61% to 63%. The increase in cost of sales was a result of higher product costs of $33.5 million due to higher product deliveries including transition costs related to new products entering low-rate production, offset by lower cost of services of $23.0 million due to a reduction in logistic services and lower customer-funded R&D work as products transitioned into low-rate production. UAS cost of sales increased $12.8 million, or 11%, to $128.0 million for the fiscal year ended April 30, 2014, primarily due to an increase in sales volume. As a percentage of revenue, cost of sales for UAS increased from 59% to 61%. EES cost of

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sales decreased $2.3 million, or 7%, to $30.1 million for the fiscal year ended April 30, 2014 due to lower sales volume. As a percentage of revenue, cost of sales for EES decreased from 71% to 70%.

        Gross Margin.    Gross margin for the fiscal year ended April 30, 2014 was $93.6 million, as compared to $92.5 million for the fiscal year ended April 30, 2013, representing an increase of $1.1 million, or 1%. The increase in gross margin was due to higher product margins of $21.7 million offset by lower service revenue margins of $20.6 million. As a percentage of revenue, gross margin decreased from 39% to 37%. UAS gross margin increased $1.7 million, or 2%, to $80.8 million for the fiscal year ended April 30, 2014, primarily due to an increase in sales volume. As a percentage of revenue, gross margin for UAS decreased from 41% to 39%. EES gross margin decreased $0.7 million, or 5%, to $12.8 million for the fiscal year ended April 30, 2014. As a percentage of revenue, EES gross margin increased from 29% to 30%.

        Selling, General and Administrative.    SG&A expense for the fiscal year ended April 30, 2014 was $55.7 million, or 22% of revenue, compared to SG&A expense of $51.5 million, or 21% of revenue, for the fiscal year ended April 30, 2013. SG&A expense increased by $4.2 million primarily due to impairment costs of Tier-II related assets and higher incentive compensation as a result of achieving certain measures of financial performance.

        Research and Development.    R&D expense for the fiscal year ended April 30, 2014 was $25.5 million, or 10% of revenue, compared to R&D expense of $37.2 million, or 15% of revenue, for the fiscal year ended April 30, 2013. R&D expense decreased primarily due to decreased investments in various technology development initiatives.

        Interest Income.    Interest income for the fiscal year ended April 30, 2014 was $0.9 million, as compared to $0.7 million for the fiscal year ended April 30, 2013.

        Other Income.    Other income for the fiscal year ended April 30, 2014 was $1.6 million, as compared to $6.2 million for the fiscal year ended April 30, 2013. Other income primarily represents the change in fair value of the conversion feature of our investment in convertible bonds.

        Income Tax Expense.    Our effective income tax expense rate was 7.9% for the fiscal year ended April 30, 2014, as compared to an effective income expense tax rate of 3.2% for the fiscal year ended April 30, 2013. The increase in the effective income tax expense rate was primarily due to higher taxable income and lower R&D tax credits.

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. 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 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

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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. In addition, we may also need to seek additional equity funding or debt financing if we become a party to any agreement or letter of intent for potential investments in, or acquisitions of, businesses, services or technologies.

        Our working capital requirements vary by contract type. On cost-plus-fee programs, we typically bill our incurred costs and fees monthly as work progresses, and therefore working capital investment is minimal. On fixed-price contracts, we typically are paid as we deliver products, and working capital is needed to fund labor and expenses incurred during the lead time from contract award until contract deliveries begin.

Cash Flows

        The following table provides our cash flow data as of:

	 	Fiscal Year Ended April 30,	 	
 
	 	2015	 	2014	 	2013	 	
 
	 	(In thousands)
	 	
Net cash provided by operating activities	 	$	39,413	 	$	34,005	 	$	29,244	 	
Net cash (used in) provided by investing activities	 	$	(23,820	)	$	10,438	 	$	(18,344	)	
Net cash provided by financing activities	 	$	848	 	$	7,194	 	$	212	 	
        Cash Provided by Operating Activities.    Net cash provided by operating activities for the fiscal year ended April 30, 2015 increased by $5.4 million to $39.4 million, compared to net cash provided by operating activities of $34.0 million for the fiscal year ended April 30, 2014. This increase in net cash provided by operating activities was primarily due to higher working capital generated of $16.1 million, a higher loss on disposal of fixed assets of $3.7 million and a change in fair value of the CybAero notes of $1.7 million, partially offset by lower net income of $10.8 million, lower impairment of long-lived assets of $2.9 million, lower tax benefits of $2.3 million and lower depreciation expense of $0.8 million.

        Net cash provided by operating activities for the fiscal year ended April 30, 2014 increased by $4.8 million to $34.0 million, compared to net cash provided by operating activities of $29.2 million for the fiscal year ended April 30, 2013. This increase in net cash provided by operating activities was primarily due to the change in fair value of the CybAero notes of $4.4 million, impairment of Tier-II related assets of $3.3 million, higher net income of $3.3 million and higher working capital generated of $2.9 million, partially offset by higher deferred income taxes of $7.0 million and lower depreciation expense of $1.8 million.

        Cash (Used in) Provided by Investing Activities.    Net cash used in investing activities increased by $34.3 million to $23.8 million for the fiscal year ended April 30, 2015, compared to net cash provided by investing activities of $10.4 million for the fiscal year ended April 30, 2014. The increase in net cash used in investing activities was primarily due to higher net purchases of held-to-maturity investments of $46.2 million, partially offset by higher sales of available-for-sale investments of $9.7 million and lower capital expenditures of $1.9 million. During the fiscal years ended April 30, 2015, 2014 and 2013, we used cash to purchase property and equipment totaling $5.3 million, $7.1 million and $11.8 million, respectively.

        Net cash provided by investing activities increased by $28.7 million to $10.4 million for the fiscal year ended April 30, 2014, compared to net cash used in investing activities of $18.3 million for the fiscal year ended April 30, 2013. The increase in net cash provided by investing activities was primarily due to lower net purchases of U.S. government securities and municipal bonds of $21.1 million and

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lower capital expenditures of $4.7 million. During the fiscal years ended April 30, 2014, 2013 and 2012, we used cash to purchase property and equipment totaling $7.1 million, $11.8 million and $15.0 million, respectively.

        Cash Provided by Financing Activities.    Net cash provided by financing activities decreased by $6.3 million to $0.8 million for the fiscal year ended April 30, 2015, compared to net cash provided by financing activities of $7.2 million for the fiscal year ended April 30, 2014. The decrease was primarily due to lower exercises of stock options of $6.0 million.

        Net cash provided by financing activities increased by $7.0 million to $7.2 million for the fiscal year ended April 30, 2014, compared to net cash provided by financing activities of $0.2 million for the fiscal year ended April 30, 2013. The increase was primarily due to higher exercises of stock options of $6.4 million and higher excess tax benefits from stock-based compensation of $0.6 million.

Contractual Obligations

        The following table describes our commitments to settle contractual obligations as of April 30, 2015:

	 	Payments Due By Period	 	
 
	 	Total	 	Less Than
1 Year	 	1 to 3 Years	 	3 to 5 Years	 	More Than
5 Years	 	
 
	 	(In thousands)
	 	
Operating lease obligations	 	$	12,172	 	$	3,720	 	$	4,045	 	$	3,109	 	$	1,298	 	
Purchase obligations(1)	 	 	28,324	 	 	28,324	 	 	—	 	 	—	 	 	—	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
Total	 	$	40,496	 	$	32,044	 	$	4,045	 	$	3,109	 	$	1,298	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	

(1)
Consists of all cancelable and non-cancelable purchase orders as of April 30, 2015.

Off-Balance Sheet Arrangements

        As of April 30, 2015, we had no off-balance sheet arrangements as defined in Item 303(a)(4) of the SEC's Regulation S-K.

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

        In July 2013, the Financial Accounting Standards Board or FASB, issued Accounting Standards Update or ASU, No. 2013-11,Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the Emerging Issues Task Force).  This ASU addresses when unrecognized tax benefits should be presented as reductions to deferred tax assets for net operating loss carryforwards in the financial statements. This ASU is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption and retrospective application is permitted. The adoption of this guidance did not have a material impact on our consolidated financial statements.

        In April 2014, the FASB issued ASU No. 2014-08,Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.  This ASU changes the threshold for a disposal to qualify as a

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discontinued operation. To be considered a discontinued operation a disposal now must represent a strategic shift that has or will have a major effect on an entity's operations and financial results. This ASU also requires new disclosures for individually material disposal transactions that do not meet the definition of a discontinued operation. This update will be applied prospectively and is effective for annual periods, and interim periods within those years, beginning after December 15, 2014. Early adoption is permitted provided the disposal was not previously disclosed. The adoption of this guidance did not have a material impact on our consolidated financial statements.

        In May 2014, the FASB issued ASU No. 2014-09,Revenue from Contracts with Customers (Topic 606). The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU is effective for annual periods beginning after December 15, 2017 and shall be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. We are evaluating the potential impact of this adoption on our consolidated financial statements.

        In June 2014, the FASB issued ASU No. 2014-12,Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (a consensus of the FASB Emerging Issues Task Force) . This ASU clarifies that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. This ASU is effective for annual periods, and interim periods within those years, beginning after December 15, 2015. Early adoption is permitted. This ASU may be applied either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements.

        In January 2015, the FASB issued ASU No. 2015-01,Income Statement—Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items.  This ASU is part of the FASB's initiative to reduce complexity in accounting standards. This ASU eliminates from U.S. GAAP the concept of extraordinary items, which were previously required to be segregated from the results of ordinary operations and shown separately in the income statement, net of tax, after income from continuing operations. Entities were also required to disclose applicable income taxes for the extraordinary item and either present or disclose earnings-per-share data applicable to the extraordinary item. Items which are considered both unusual and infrequent will now be presented separately within income from continuing operations in the income statement or disclosed in notes to the financial statements. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Companies may apply the ASU prospectively, or may also apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The adoption of this guidance will not have a material impact on our consolidated financial statements.

        In February 2015, the FASB issued ASU No. 2015-02,Consolidation (Topic 810): Amendments to the Consolidation Analysis. This ASU changes the analysis that reporting entities must perform to

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determine if certain types of legal entities should be consolidated. Specifically, the ASU focuses on 1) the variable interest entity, or VIE, evaluation of limited partnerships and similar legal entities, 2) eliminating the presumption that general partners should consolidate a limited partnership, 3) the consolidation analysis of reporting entities that are involved with VIEs, and 4) scope exceptions from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. If the ASU is adopted in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The ASU may be applied using a modified retrospective approach by recording a cumulative-effect adjustment as of the beginning of the fiscal year of adoption. A reporting entity also may apply the amendments retrospectively. We are evaluating the potential impact of this adoption on our consolidated financial statements.

        In April 2015, the FASB issued ASU No. 2015-05,Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement.  This ASU adds explicit guidance into U.S. GAAP regarding a customer's accounting for fees paid in a cloud computing arrangement. The ASU provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. A reporting entity should apply the amendments either (1) prospectively to all arrangements entered into or materially modified after the effective date or (2) retrospectively. We are evaluating the potential impact of this adoption on our consolidated financial statements.

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk.

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. We occasionally engage in forward contracts in foreign currencies to limit our exposure on non-U.S. dollar transactions.

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Item 8.    Financial Statements and Supplementary Data.

AeroVironment, Inc.

Audited Consolidated Financial Statements

Index to Consolidated Financial Statements and Supplementary Data

 
	 	Page	
Report of Independent Registered Public Accounting Firm	 	
67	
Consolidated Balance Sheets at April 30, 2015 and 2014	 	
68	
Consolidated Statements of Income for the Years Ended April 30, 2015, 2014 and 2013	 	
69	
Consolidated Statements of Comprehensive Income for the Years Ended April 30, 2015, 2014 and 2013	 	
70	
Consolidated Statements of Stockholders' Equity for the Years Ended April 30, 2015, 2014 and 2013	 	
71	
Consolidated Statements of Cash Flows for the Years Ended April 30, 2015, 2014 and 2013	 	
72	
Notes to Consolidated Financial Statements	 	
73	
Quarterly Results of Operations (Unaudited)	 	
99	
Supplementary Data	
Financial Statement Schedule: Schedule II—Valuation and Qualifying Accounts	 	
103	
        All other schedules are omitted because they are not applicable, not required or the information required is included in the Consolidated Financial Statements, including the notes thereto.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of
AeroVironment, Inc. and Subsidiaries

        We have audited the accompanying consolidated balance sheets of AeroVironment, Inc. and subsidiaries as of April 30, 2015 and 2014, and the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended April 30, 2015. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These consolidated financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of AeroVironment, Inc. and subsidiaries at April 30, 2015 and 2014, and the consolidated results of their operations and their cash flows for each of the three years in the period ended April 30, 2015, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

        As discussed in Note 20 to the consolidated financial statements, the April 30, 2014 and 2013 consolidated statements of cash flows have been restated to correct for an error in the classification of the amortization of the premium on held to maturity investments from investing activities to operating activities.

        We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), AeroVironment, Inc. and subsidiaries' internal controls over financial reporting as of April 30, 2015, based upon criteria established in Internal Control—Integrated Framework (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated June 30, 2015 expressed an unqualified opinion thereon.
 	 	 	
 	 	/s/ Ernst & Young LLP	
Los Angeles, California
June 30, 2015

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AEROVIRONMENT, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands except share data)

	 	April 30,	 	
 
	 	2015	 	2014	 	
Assets	 	 	 	 	 	 	 	
Current assets:	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	143,410	 	$	126,969	 	
Short-term investments	 	 	85,381	 	 	70,639	 	
Accounts receivable, net of allowance for doubtful accounts of $606 at April 30, 2015 and $791 at April 30, 2014	 	 	33,607	 	 	31,739	 	
Unbilled receivables and retentions	 	 	17,356	 	 	10,929	 	
Inventories, net	 	 	39,414	 	 	50,699	 	
Income tax receivable	 	 	—	 	 	6,584	 	
Deferred income taxes	 	 	5,265	 	 	5,038	 	
Prepaid expenses and other current assets	 	 	4,599	 	 	4,260	 	
​	​	​	​	​	​	​	​	
Total current assets	 	 	329,032	 	 	306,857	 	
Long-term investments	 	 	46,769	 	 	50,505	 	
Property and equipment, net	 	 	13,499	 	 	19,997	 	
Deferred income taxes	 	 	7,426	 	 	6,721	 	
Other assets	 	 	741	 	 	874	 	
​	​	​	​	​	​	​	​	
Total assets	 	$	397,467	 	$	384,954	 	
​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	
Liabilities and stockholders' equity	 	 	 	 	 	 	 	
Current liabilities:	 	 	 	 	 	 	 	
Accounts payable	 	$	19,243	 	$	13,906	 	
Wages and related accruals	 	 	13,395	 	 	14,083	 	
Income taxes payable	 	 	692	 	 	—	 	
Customer advances	 	 	4,235	 	 	2,984	 	
Other current liabilities	 	 	9,170	 	 	6,762	 	
​	​	​	​	​	​	​	​	
Total current liabilities	 	 	46,735	 	 	37,735	 	
Deferred rent	 	 	1,381	 	 	1,239	 	
Liability for uncertain tax positions	 	 	439	 	 	3,513	 	
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—23,314,640 shares at April 30, 2015 and 23,176,576 at April 30, 2014	 	 	2	 	 	2	 	
Additional paid-in capital	 	 	148,293	 	 	143,648	 	
Accumulated other comprehensive loss	 	 	(1,358	)	 	(263	)	
Retained earnings	 	 	201,975	 	 	199,080	 	
​	​	​	​	​	​	​	​	
Total stockholders' equity	 	 	348,912	 	 	342,467	 	
​	​	​	​	​	​	​	​	
Total liabilities and stockholders' equity	 	$	397,467	 	$	384,954	 	
​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	

See accompanying notes to consolidated financial statements.

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AEROVIRONMENT, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands except share and per share data)

	 	Year Ended April 30,	 	
 
	 	2015	 	2014	 	2013	 	
Revenue:	 	 	 	 	 	 	 	 	 	 	
Product sales	 	$	205,027	 	$	194,996	 	$	139,813	 	
Contract services	 	 	54,371	 	 	56,707	 	 	100,339	 	
​	​	​	​	​	​	​	​	​	​	​	
 	 	 	259,398	 	 	251,703	 	 	240,152	 	
Cost of sales:	 	 	 	 	 	 	 	 	 	 	
Product sales	 	 	118,834	 	 	119,137	 	 	85,643	 	
Contract services	 	 	36,296	 	 	38,953	 	 	61,973	 	
​	​	​	​	​	​	​	​	​	​	​	
 	 	 	155,130	 	 	158,090	 	 	147,616	 	
​	​	​	​	​	​	​	​	​	​	​	
Gross margin	 	 	104,268	 	 	93,613	 	 	92,536	 	
Selling, general and administrative	 	 	55,763	 	 	55,679	 	 	51,520	 	
Research and development	 	 	46,491	 	 	25,515	 	 	37,214	 	
​	​	​	​	​	​	​	​	​	​	​	
Income from operations	 	 	2,014	 	 	12,419	 	 	3,802	 	
Other income (expense):	 	 	 	 	 	 	 	 	 	 	
Interest income	 	 	882	 	 	855	 	 	726	 	
Other (expense) income	 	 	(1,003	)	 	1,622	 	 	6,245	 	
​	​	​	​	​	​	​	​	​	​	​	
Income before income taxes	 	 	1,893	 	 	14,896	 	 	10,773	 	
(Benefit) provision for income taxes	 	 	(1,002	)	 	1,178	 	 	347	 	
​	​	​	​	​	​	​	​	​	​	​	
Net income	 	$	2,895	 	$	13,718	 	$	10,426	 	
​	​	​	​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	​	​	​	
Earnings per share data:	 	 	 	 	 	 	 	 	 	 	
Basic	 	$	0.13	 	$	0.61	 	$	0.47	 	
Diluted	 	$	0.13	 	$	0.60	 	$	0.47	 	
Weighted average shares outstanding:	 	 	 	 	 	 	 	 	 	 	
Basic	 	 	22,868,733	 	 	22,354,444	 	 	22,069,842	 	
Diluted	 	 	23,145,997	 	 	22,719,218	 	 	22,390,420	 	

See accompanying notes to consolidated financial statements.

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AEROVIRONMENT, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

	 	Year Ended April 30,	 	
 
	 	2015	 	2014	 	2013	 	
Net income	 	$	2,895	 	$	13,718	 	$	10,426	 	
Other comprehensive (loss) income:	 	 	 	 	 	 	 	 	 	 	
Unrealized (loss) gain on investments, net tax	 	 	(1,095	)	 	442	 	 	(11	)	
​	​	​	​	​	​	​	​	​	​	​	
Total comprehensive income	 	$	1,800	 	$	14,160	 	$	10,415	 	
​	​	​	​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	​	​	​	

See accompanying notes to consolidated financial statements.

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AEROVIRONMENT, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In thousands except share data)

	 	Common Stock	 	 
	 	 
	 	Accumulated
Other
Comprehensive
Loss	 	 

	 	 	 	Additional
Paid-In
Capital	 	Retained
Earnings	 	 	 	 

	 	Shares	 	Amount	 	 	 	 	 	 	 	Total	 	 	 	 	 	 	 	 	 	 	 	
Balance at April 30, 2012	 	 	22,243,903	 	$	2	 	$	124,954	 	$	174,936	 	$	(694	)	$	299,198	 	 	 	 	 	 	 	 	 	 	 	
Net income	 	 	—	 	 	—	 	 	—	 	 	10,426	 	 	—	 	 	10,426	 	 	 	 	 	 	 	 	 	 	 	
Unrealized loss on investments	 	 	—	 	 	—	 	 	—	 	 	—	 	 	(11	)	 	(11	)	 	 	 	 	 	 	 	 	 	 	
Stock options exercised	 	 	208,338	 	 	—	 	 	289	 	 	—	 	 	—	 	 	289	 	 	 	 	 	 	 	 	 	 	 	
Restricted stock awards	 	 	163,886	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	 	 	 	 	 	 	 	 	 	
Restricted stock awards forfeited	 	 	(12,767	)	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	 	 	 	 	 	 	 	 	 	
Restricted stock units vested	 	 	14,926	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	 	 	 	 	 	 	 	 	 	
Tax withholding payment related to net share settlement of equity awards	 	 	(3,971	)	 	—	 	 	(77	)	 	—	 	 	—	 	 	(77	)	 	 	 	 	 	 	 	 	 	 	
Reclassification from share-based liability compensation to equity	 	 	—	 	 	—	 	 	401	 	 	—	 	 	—	 	 	401	 	 	 	 	 	 	 	 	 	 	 	
Tax benefit from stock-based compensation	 	 	—	 	 	—	 	 	1,490	 	 	—	 	 	—	 	 	1,490	 	 	 	 	 	 	 	 	 	 	 	
Stock-based compensation	 	 	—	 	 	—	 	 	3,470	 	 	—	 	 	—	 	 	3,470	 	 	 	 	 	 	 	 	 	 	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	 	 	 	 	 	 	 	 	 	 	
Balance at April 30, 2013	 	 	22,614,315	 	 	2	 	 	130,527	 	 	185,362	 	 	(705	)	 	315,186	 	 	 	 	 	 	 	 	 	 	 	
Net income	 	 	—	 	 	—	 	 	—	 	 	13,718	 	 	—	 	 	13,718	 	 	 	 	 	 	 	 	 	 	 	
Unrealized gain on investments	 	 	—	 	 	—	 	 	—	 	 	—	 	 	442	 	 	442	 	 	 	 	 	 	 	 	 	 	 	
Stock options exercised	 	 	460,231	 	 	—	 	 	6,709	 	 	—	 	 	—	 	 	6,709	 	 	 	 	 	 	 	 	 	 	 	
Restricted stock awards	 	 	128,500	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	 	 	 	 	 	 	 	 	 	
Restricted stock awards forfeited	 	 	(35,869	)	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	 	 	 	 	 	 	 	 	 	
Restricted stock units vested	 	 	14,251	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	 	 	 	 	 	 	 	 	 	
Tax withholding payment related to net share settlement of equity awards	 	 	(4,852	)	 	—	 	 	(163	)	 	—	 	 	—	 	 	(163	)	 	 	 	 	 	 	 	 	 	 	
Tax benefit from stock-based compensation	 	 	—	 	 	—	 	 	2,953	 	 	—	 	 	—	 	 	2,953	 	 	 	 	 	 	 	 	 	 	 	
Stock-based compensation	 	 	—	 	 	—	 	 	3,622	 	 	—	 	 	—	 	 	3,622	 	 	 	 	 	 	 	 	 	 	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	 	 	 	 	 	 	 	 	 	 	
Balance at April 30, 2014	 	 	23,176,576	 	 	2	 	 	143,648	 	 	199,080	 	 	(263	)	 	342,467	 	 	 	 	 	 	 	 	 	 	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	 	 	 	 	 	 	 	 	 	 	
Net income	 	 	—	 	 	—	 	 	—	 	 	2,895	 	 	—	 	 	2,895	 	 	 	 	 	 	 	 	 	 	 	
Unrealized loss on investments	 	 	—	 	 	—	 	 	—	 	 	—	 	 	(1,095	)	 	(1,095	)	 	 	 	 	 	 	 	 	 	 	
Stock options exercised	 	 	35,018	 	 	—	 	 	722	 	 	—	 	 	—	 	 	722	 	 	 	 	 	 	 	 	 	 	 	
Restricted stock awards	 	 	160,180	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	 	 	 	 	 	 	 	 	 	
Restricted stock awards forfeited	 	 	(56,004	)	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	 	 	 	 	 	 	 	 	 	
Tax withholding payment related to net share settlement of equity awards	 	 	(1,130	)	 	—	 	 	(36	)	 	—	 	 	—	 	 	(36	)	 	 	 	 	 	 	 	 	 	 	
Tax benefit from stock-based compensation	 	 	—	 	 	—	 	 	191	 	 	—	 	 	—	 	 	191	 	 	 	 	 	 	 	 	 	 	 	
Stock-based compensation	 	 	—	 	 	—	 	 	3,768	 	 	—	 	 	—	 	 	3,768	 	 	 	 	 	 	 	 	 	 	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	 	 	 	 	 	 	 	 	 	 	
Balance at April 30, 2015	 	 	23,314,640	 	$	2	 	$	148,293	 	$	201,975	 	$	(1,358	)	$	348,912	 	 	 	 	 	 	 	 	 	 	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	 	 	 	 	 	 	 	 	 	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	 	 	 	 	 	 	 	 	 	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	 	 	 	 	 	 	 	 	 	 	

See accompanying notes to consolidated financial statements.

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AEROVIRONMENT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	 	Year ended April 30,	 	
 
	 	2015	 	2014	 	2013	 	

	 	(Restated)
	 	(Restated)
	 	
Operating activities	 	 	 	 	 	 	 	 	 	 	
Net income	 	$	2,895	 	$	13,718	 	$	10,426	 	
Adjustments to reconcile net income to cash provided by operating activities:	 	 	 	 	 	 	 	 	 	 	
Depreciation and amortization	 	 	8,366	 	 	9,155	 	 	10,937	 	
Loss from equity method investments	 	 	240	 	 	30	 	 	—	 	
Impairment of long-lived assets	 	 	438	 	 	3,317	 	 	—	 	
Provision for doubtful accounts	 	 	(106	)	 	(6	)	 	462	 	
Losses on foreign currency transactions	 	 	580	 	 	21	 	 	—	 	
Loss (gain) on sale of equity securities	 	 	209	 	 	(4	)	 	—	 	
Deferred income taxes	 	 	(3,382	)	 	(3,110	)	 	3,851	 	
Change in fair value of conversion feature of convertible bonds	 	 	(73	)	 	(1,773	)	 	(6,173	)	
Stock-based compensation	 	 	3,768	 	 	3,622	 	 	3,470	 	
Tax benefit from exercise of stock options	 	 	52	 	 	2,305	 	 	1,606	 	
Excess tax benefit from stock-based compensation	 	 	(162	)	 	(648	)	 	—	 	
Loss on disposition of property and equipment	 	 	3,661	 	 	—	 	 	18	 	
Amortization of held-to-maturity investments	 	 	4,532	 	 	5,037	 	 	5,237	 	
Changes in operating assets and liabilities:	 	 	 	 	 	 	 	 	 	 	
Accounts receivable	 	 	(1,762	)	 	(11,963	)	 	36,185	 	
Unbilled receivables and retentions	 	 	(6,427	)	 	375	 	 	15,730	 	
Inventories	 	 	11,285	 	 	11,862	 	 	(19,022	)	
Income tax receivable	 	 	6,584	 	 	5,193	 	 	(11,777	)	
Prepaid expenses and other assets	 	 	(339	)	 	157	 	 	(317	)	
Accounts payable	 	 	5,337	 	 	(2,238	)	 	(4,069	)	
Other liabilities	 	 	3,717	 	 	(1,045	)	 	(17,320	)	
​	​	​	​	​	​	​	​	​	​	​	
Net cash provided by operating activities	 	 	39,413	 	 	34,005	 	 	29,244	 	
Investing activities	 	 	 	 	 	 	 	 	 	 	
Acquisition of property and equipment	 	 	(5,279	)	 	(7,143	)	 	(11,834	)	
Equity method investment	 	 	(395	)	 	(105	)	 	—	 	
Redemptions of held-to-maturity investments	 	 	69,387	 	 	75,022	 	 	84,071	 	
Purchases of held-to-maturity investments	 	 	(97,464	)	 	(56,946	)	 	(87,294	)	
Acquisition of intangible assets	 	 	(150	)	 	(750	)	 	(850	)	
Purchases of available-for-sale investments	 	 	—	 	 	—	 	 	(3,037	)	
Sales of available-for-sale investments	 	 	10,081	 	 	360	 	 	600	 	
​	​	​	​	​	​	​	​	​	​	​	
Net cash (used in) provided by investing activities	 	 	(23,820	)	 	10,438	 	 	(18,344	)	
Financing activities	 	 	 	 	 	 	 	 	 	 	
Excess tax benefit from stock-based compensation	 	 	162	 	 	648	 	 	—	 	
Tax withholding payment related to net settlement of equity awards	 	 	(36	)	 	(163	)	 	(77	)	
Exercise of stock options	 	 	722	 	 	6,709	 	 	289	 	
​	​	​	​	​	​	​	​	​	​	​	
Net cash provided by financing activities	 	 	848	 	 	7,194	 	 	212	 	
​	​	​	​	​	​	​	​	​	​	​	
Net increase in cash and cash equivalents	 	 	16,441	 	 	51,637	 	 	11,112	 	
Cash and cash equivalents at beginning of year	 	 	126,969	 	 	75,332	 	 	64,220	 	
​	​	​	​	​	​	​	​	​	​	​	
Cash and cash equivalents at end of year	 	$	143,410	 	$	126,969	 	$	75,332	 	
​	​	​	​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	​	​	​	
Supplemental disclosures of cash flow information	 	 	 	 	 	 	 	 	 	 	
Cash paid during the year for:	 	 	 	 	 	 	 	 	 	 	
Income taxes	 	$	700	 	$	2,556	 	$	15,262	 	
Non-cash activities	 	 	 	 	 	 	 	 	 	 	
Unrealized change in fair value on long-term investments recorded in accumulated other comprehensive loss, net of deferred taxes	 	$	1,095	 	$	442	 	$	11	 	
Reclassification from share-based liability compensation to equity	 	$	—	 	$	—	 	$	401	 	
Forfeiture of vested stock-based compensation	 	$	23	 	$	—	 	$	—	 	
Accrued acquisition of intangible assets	 	$	250	 	$	—	 	$	—	 	

See accompanying notes to consolidated financial statements.

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AEROVIRONMENT, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1.     Organization and Significant Accounting Policies

Organization

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

Significant Accounting Policies

Principles of Consolidation

        The accompanying consolidated financial statements include the accounts of AeroVironment, Inc. and its wholly-owned subsidiaries: AV S.r.l. Italy, Skytower, LLC, AV GmbH, AV Massachusetts, LLC, AV Rhode Island, LLC, Skytower Inc., AILC, Inc., AeroVironment International PTE. LTD. and Regenerative Fuel Cell Systems, LLC (collectively referred to herein as the "Company"). All intercompany balances and transactions have been eliminated in consolidation.

Restatement of Previously Issued Consolidated Financial Statements

        The Company identified a presentation error in its 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. The Company has corrected the error by reclassifying the amount between the investing and operating sections in its prior year financial statements. See Note 20 for further details.

Investments in Companies Accounted for Using the Equity or Cost Method

        Investments in other non-consolidated entities are accounted for using the equity method or cost basis depending upon the level of ownership and/or the Company's ability to exercise significant influence over the operating and financial policies of the investee. When the equity method is used, investments are recorded at original cost and adjusted periodically to recognize the Company's proportionate share of the investees' net income or losses after the date of investment. When net losses from an investment accounted for under the equity method exceed its carrying amount, the investment balance is reduced to zero and additional losses are not provided for as the Company is not obligated to provide additional capital. The Company resumes accounting for the investment under the equity method if the entity subsequently reports net income and the Company's share of that net income exceeds the share of net losses not recognized during the period the equity method was suspended.

        When an investment accounted for using the equity method issues its own shares, the subsequent reduction in the Company's proportionate interest in the investee is reflected in equity as an adjustment to paid-in-capital. The Company evaluates its investments in companies accounted for by the equity or cost method for impairment when there is evidence or indicators that a decrease in value may be other than temporary.

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 about 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

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

Use of Estimates

        The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and 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. Significant estimates made by management include, but are not limited to, valuation of: inventory, available-for-sale securities, deferred tax assets and liabilities, useful lives of property, plant and equipment, medical and dental liabilities, warranty liabilities and estimates of anticipated contract costs and revenue utilized in the revenue recognition process. Actual results could differ from those estimates.

Reclassifications

        Certain prior year amounts have been reclassified to conform to the current year presentation.

Cash Equivalents

        The Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents. The Company's cash equivalents are comprised of money market funds, certificates of deposit of major financial institutions, and U.S. Treasury bills.

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.

        Unrealized gains and losses are excluded from earnings and reported as a separate component of stockholders' equity, net of deferred income taxes for available-for-sale investments. The convertible bond in which the Company had invested, which was classified as available-for-sale, contained an embedded conversion feature which was bifurcated from the bond. The change in the fair value of the embedded conversion feature was recorded in other income in the income statement.

        Gains and losses realized on the disposition of investment securities are determined on the specific identification basis and credited or charged to income. Premium and discount on investments are amortized and accreted using the interest method and charged or credited to investment income.

        Management determines the appropriate classification of securities at the time of purchase and re-evaluates such designation as of each balance sheet date.

        Investments are considered to be impaired when a decline in fair value is judged to be other-than-temporary. On a quarterly basis, the Company considers available quantitative and qualitative evidence in evaluating potential impairment of our investments. If the cost of an investment exceeds its fair value, the Company evaluates, among other factors, general market conditions, the duration and extent to which the fair value is less than cost, and our intent and ability to hold the investment to maturity. The Company also considers potential adverse conditions related to the financial health of the issuer based on rating agency actions. Once a decline in fair value is determined

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

to be other-than-temporary, an impairment charge is recorded in earnings and a new cost basis in the investment is established.

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.

Concentration of Credit Risk

        Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash, cash equivalents, municipal bonds, U.S. government securities and accounts receivable. The Company currently invests the majority of its cash in municipal bonds and U.S. government securities. The Company's revenue and accounts receivable are with a limited number of corporations and governmental entities. In the aggregate, 80%, 75% and 70% of the Company's revenue came from agencies of the U.S. government for the years ended April 30, 2015, 2014 and 2013, respectively. These agencies accounted for 29% and 11% of the accounts receivable balances at April 30, 2015 and 2014, respectively. One such agency, the U.S. Army, accounted for 47%, 45% and 43% of the Company's consolidated revenue for the years ended April 30, 2015, 2014 and 2013, respectively. The U.S. Army accounted for approximately 55%, 54% and 53% of UAS reportable segment sales for the years ended April 30, 2015, 2014 and 2013, respectively. The Company performs ongoing credit evaluations of its commercial customers and maintains an allowance for potential losses.

Accounts Receivable, Unbilled Receivables and Retentions

        Accounts receivable represents primarily U.S. government, and to a lesser extent commercial receivables, net of allowances for doubtful accounts. Unbilled receivables represent costs in excess of billings on incomplete contracts and, where applicable, accrued profit related to government long-term contracts on which revenue has been recognized, but for which the customer has not yet been billed.

        Retentions represent amounts withheld by customers until contract completion. At April 30, 2015 and 2014, the retention balances were $1,344,000 and $1,074,000, respectively. The Company determines the allowance for doubtful accounts based on historical customer experience and other currently available evidence. When a specific account is deemed uncollectible, the account is written off against the allowance. The allowance for doubtful accounts reflects the Company's best estimate of probable losses inherent in the accounts receivable balance; such losses have historically been within management's expectations. An account is deemed past due based on contractual terms rather than on how recently payments have been received.

Inventories

        Inventories are stated at the lower of cost (using the weighted average costing method) or market value. Inventory write-offs and write-down provisions are provided to cover risks arising from slow-moving items or technological obsolescence and for market prices lower than cost. The Company periodically evaluates the quantities on hand relative to current and historical selling prices and historical and projected sales volume. Based on this evaluation, provisions are made to write inventory down to its market value.

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AEROVIRONMENT, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Long-Lived Assets

        Property and equipment are carried at cost. Depreciation of property and equipment, including amortization of leasehold improvements, are provided using the straight-line method over the following estimated useful lives:
 	 	 	
Machinery and equipment	 	2 to 7 years	
Computer equipment and software	 	2 to 5 years	
Furniture and fixtures	 	3 to 7 years	
Leasehold improvements	 	Lesser of useful life or term of lease	
        Maintenance, repairs and minor renewals are charged directly to expense as incurred. Additions and betterments to property and equipment are capitalized at cost. When the Company disposes of assets, the applicable costs and accumulated depreciation and amortization thereon are removed from the accounts and any resulting gain or loss is included in selling, general and administrative ("SG&A") expense in the period incurred.

        The Company reviews the recoverability of its long-lived assets whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The estimated future cash flows are based upon, among other things, assumptions about expected future operating performance, and may differ from actual cash flows. If the sum of the projected undiscounted cash flows (excluding interest) is less than the carrying value of the assets, the assets will be written down to the estimated fair value in the period in which the determination is made.

Product Warranty

        The Company accrues an estimate of its exposure to warranty claims based upon both current and historical product sales data and warranty costs incurred. Product warranty reserves are recorded in other current liabilities.

Self-Insurance Liability

        The Company is self-insured for employee medical claims, subject to individual and aggregate stop-loss policies. The Company estimates a liability for claims filed and incurred but not reported based upon recent claims experience and an analysis of the average period of time between the occurrence of a claim and the time it is reported to and paid by the Company. As of April 30, 2015 and 2014, the Company estimated and recorded a self-insurance liability in wages and related accruals of approximately $1,293,000 and $1,281,000, respectively.

Income Taxes

        Deferred income tax assets and liabilities are computed annually for differences between the financial statement and income tax bases of assets and liabilities that will result in taxable or deductible amounts in the future. The provision for income taxes reflects the taxes to be paid for the period and the change during the period in the deferred income tax assets and liabilities. The Company records a valuation allowance to reduce the deferred tax assets to the amount of future tax benefit that is more likely than not to be realized. For uncertain tax positions, the Company determines whether it is "more likely than not" that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of the benefit can be recorded in the financial statements. For those tax positions where it is "not more likely than not" that a tax benefit will be sustained, no tax benefit is recognized. Where applicable, associated interest and penalties are also recorded.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Customer Advances and Amounts in Excess of Cost Incurred

        The Company receives advances, performance-based payments and progress payments from customers that may exceed costs incurred on certain contracts, including contracts with agencies of the U.S. government. These advances are classified as advances from customers and will be offset against billings.

Revenue Recognition

        The substantial majority of the Company's revenue is generated pursuant to written contractual arrangements to design, develop, manufacture and/or modify complex products, and to provide related engineering, technical and other services according to the specifications of the buyers (customers). These contracts may be fixed-price or cost-reimbursable. The Company considers all contracts for treatment in accordance with authoritative guidance for contracts with multiple deliverables.

        Revenue arrangements with multiple deliverables should be divided into separate units of accounting if the deliverables have value to the customer on a stand-alone basis; there is objective and reliable evidence of the fair value of the undelivered item(s); and, if the arrangement includes a general right of return, delivery or performance of the undelivered item(s) is considered probable and substantially in the control of the vendor. The Company occasionally enters into arrangements that consist of installation and repair contracts associated with hardware sold by the Company. Such arrangements consist of separate contractual arrangements and are divided into separate units of accounting where the delivered item has value to the customer on a stand-alone basis and there is objective and reasonable evidence of the fair value of the installation contract. Consideration is allocated among the separate units of accounting based on their relative fair values.

        Product sales revenue is composed of revenue recognized on contracts for the delivery of production hardware and related activities. Contract services revenue is composed of revenue recognized on contracts for the provision of services, including repairs, training, engineering design, development and prototyping activities.

        Revenue from cost-plus-fee contracts are recognized on the basis of costs incurred during the period plus the fee earned. Revenue from fixed-price contracts are recognized on the percentage-of-completion method. Contract costs include all direct material and labor costs and those indirect costs related to contract performance. Unbilled receivables represent costs incurred and related profit on contracts not yet billed to customers, and are invoiced in subsequent periods.

        Product sales revenue is recognized on the percentage-of-completion method or upon transfer of title to the customer, which is generally upon shipment. Shipping and handling costs incurred are included in cost of sales.

        Revenue and profits on fixed-price production contracts, where units are produced and delivered in a continuous or sequential process, are recorded as units are delivered based on their selling prices (the "units-of-delivery method"). Revenue and profits on other fixed-price contracts with significant engineering as well as production requirements are recorded based on the ratio of total actual incurred costs to date to the total estimated costs for each contract (the "cost-to-cost method"). Accounting for revenue and profits on a fixed-price contract requires the preparation of estimates of (1) the total contract revenue, (2) the total costs at completion, which is equal to the sum of the actual incurred costs to date on the contract and the estimated costs to complete the contract's statement of work and (3) the measurement of progress towards completion. The estimated profit or loss at completion on a contract is equal to the difference between the total estimated contract revenue and the total estimated

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

cost at completion. Under the units-of-delivery method, sales on a fixed-price type contract are recorded as the units are delivered during the period based on their contractual selling prices. Under the cost-to-cost method, sales on a fixed-price type contract are recorded at amounts equal to the ratio of actual cumulative costs incurred divided by total estimated costs at completion, multiplied by (i) the total estimated contract revenue, less (ii) the cumulative sales recognized in prior periods. The profit recorded on a contract in any period using either the units-of-delivery method or cost-to-cost method is equal to (i) the current estimated total profit margin multiplied by the cumulative sales recognized, less (ii) the amount of cumulative profit previously recorded for the contract. In the case of a contract for which the total estimated costs exceed the total estimated revenue, a loss arises, and a provision for the entire loss is recorded in the period that it becomes evident. The unrecoverable costs on a loss contract that are expected to be incurred in future periods are recorded in the program cost.

        Significant management judgments and estimates must be made and used in connection with the recognition of revenue in any accounting period. Material differences in the amount of revenue in any given period may result if these judgments or estimates prove to be incorrect or if management's estimates change on the basis of development of the business, market conditions or other factors. Management judgments and estimates have been applied consistently and have been reliable historically. The Company believes that there are two key factors which impact the reliability of management's estimates. The first of those key factors is that the terms of the Company's contracts are typically less than six months. The short-term nature of such contracts reduces the risk that material changes in accounting estimates will occur on the basis of market conditions or other factors. The second key factor is that the Company has hundreds of contracts in any given accounting period, which reduces the risk that any one change in an accounting estimate on one or several contracts would have a material impact on the Company's consolidated financial statements or its two reporting segments' measures of profit. Changes in estimates are recognized using the cumulative catch-up method of accounting. This method recognizes, in the current period, the cumulative effect of the changes on current and prior periods.

Stock-Based Compensation

        Stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite service period, which is generally the vesting period of the respective award. No compensation cost is ultimately recognized for awards for which employees do not render the requisite service and are forfeited.

Long-Term Incentive Awards

        For long-term incentive awards, a target payout is established at the beginning of each performance period. The actual payout at the end of the performance period is calculated based upon the Company's achievement of such targets. Payouts are made in cash and restricted stock units. Upon vesting of the restricted stock units, the Company has the discretion to settle the restricted stock units in cash or stock.

        The cash component of the award is accounted for as a liability. The equity component is accounted for as a stock-based liability, as the restricted stock units may be settled in cash or stock. At each reporting period, the Company reassesses the probability of achieving the performance targets. The estimation of whether the performance targets will be achieved requires judgment, and, to the extent actual results or updated estimates differ from the Company's current estimates, the cumulative effect on current and prior periods of those changes will be recorded in the period estimates are revised.

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Research and Development

        Internally funded research and development costs ("IRAD"), sponsored by the Company relate to both U.S. government products and services and those for commercial and foreign customers. IRAD costs for the Company are recoverable and allocable under government contracts in accordance with U.S. government procurement regulations.

        Customer-funded research and development costs are incurred pursuant to contracts (revenue arrangements) to perform research and development 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 research and development services are performed. Revenue from customer-funded research and development was approximately $36,998,000, $28,393,000 and $37,317,000 for the years ended April 30, 2015, 2014 and 2013, respectively. The related cost of sales for customer-funded research and development totaled approximately $ 24,776,000, $18,644,000 and $26,496,000 for the years ended April 30, 2015, 2014 and 2013, respectively.

Lease Accounting

        The Company accounts for its leases and subsequent amendments as operating leases or capital leases for financial reporting purposes. Certain operating leases contain rent escalation clauses, which are recorded on a straight-line basis over the initial term of the lease with the difference between the rent paid and the straight-line rent recorded as a deferred rent liability. Lease incentives received from landlords are recorded as deferred rent liabilities and are amortized on a straight-line basis over the lease term as a reduction to rent expense. Deferred rent liabilities were approximately $1,381,000 and $1,239,000 as of April 30, 2015 and 2014, respectively.

Advertising Costs

        Advertising costs are expensed as incurred. Advertising expenses included in SG&A expenses were approximately $416,000, $225,000 and $238,000 for the years ended April 30, 2015, 2014 and 2013, respectively.

Earnings Per Share

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

        The reconciliation of diluted to basic shares is as follows:

	 	Year Ended April 30,	 	
 
	 	2015	 	2014	 	2013	 	
Numerator for basic earnings per share:	 	 	 	 	 	 	 	 	 	 	
Net income	 	$	2,895,000	 	$	13,718,000	 	$	10,426,000	 	
Denominator for basic earnings per share:	 	 	 	 	 	 	 	 	 	 	
Weighted average common shares	 	 	22,868,733	 	 	22,354,444	 	 	22,069,842	 	
Dilutive effect of employee stock options, restricted stock and restricted stock units	 	 	277,264	 	 	364,774	 	 	320,578	 	
​	​	​	​	​	​	​	​	​	​	​	
Denominator for diluted earnings per share	 	 	23,145,997	 	 	22,719,218	 	 	22,390,420	 	
​	​	​	​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	​	​	​	
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        During the years ended April 30, 2015, 2014 and 2013, certain options, shares of restricted stock and restricted stock units were not included in the computation of diluted earnings per share because their inclusion would have been anti-dilutive. The number of options, restricted stock and restricted stock units which met this anti-dilutive criterion was approximately 43,000, 51,000 and 191,000 for the years ended April 30, 2015, 2014 and 2013, respectively.

Recently Issued Accounting Standards

        In July 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2013-11,Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the Emerging Issues Task Force).  This ASU addresses when unrecognized tax benefits should be presented as reductions to deferred tax assets for net operating loss carryforwards in the financial statements. This ASU is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption and retrospective application is permitted. The adoption of this guidance did not have a material impact on the Company's consolidated financial statements.

        In April 2014, the FASB issued ASU No. 2014-08,Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.  This ASU changes the threshold for a disposal to qualify as a discontinued operation. To be considered a discontinued operation a disposal now must represent a strategic shift that has or will have a major effect on an entity's operations and financial results. This ASU also requires new disclosures for individually material disposal transactions that do not meet the definition of a discontinued operation. This update will be applied prospectively and is effective for annual periods, and interim periods within those years, beginning after December 15, 2014. Early adoption is permitted provided the disposal was not previously disclosed. The adoption of this guidance did not have a material impact on the Company's consolidated financial statements.

        In May 2014, the FASB issued ASU No. 2014-09,Revenue from Contracts with Customers (Topic 606). The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU is effective for annual periods beginning after December 15, 2017 and shall be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is evaluating the potential impact of this adoption on its consolidated financial statements.

        In June 2014, the FASB issued ASU No. 2014-12,Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (a consensus of the FASB Emerging Issues Task Force) . This ASU clarifies that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. This ASU is effective for annual periods, and interim periods within those years, beginning after December 15, 2015. Early adoption is

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permitted. This ASU may be applied either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of this guidance is not expected to have a material impact on the Company's consolidated financial statements.

        In January 2015, the FASB issued ASU No. 2015-01,Income Statement—Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items.  This ASU is part of the FASB's initiative to reduce complexity in accounting standards. This ASU eliminates from U.S. GAAP the concept of extraordinary items, which were previously required to be segregated from the results of ordinary operations and shown separately in the income statement, net of tax, after income from continuing operations. Entities were also required to disclose applicable income taxes for the extraordinary item and either present or disclose earnings-per-share data applicable to the extraordinary item. Items which are considered both unusual and infrequent will now be presented separately within income from continuing operations in the income statement or disclosed in notes to the financial statements. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Companies may apply the ASU prospectively, or may also apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The adoption of this guidance will not have a material impact on the Company's consolidated financial statements.

        In February 2015, the FASB issued ASU No. 2015-02,Consolidation (Topic 810): Amendments to the Consolidation Analysis. This ASU changes the analysis that reporting entities must perform to determine if certain types of legal entities should be consolidated. Specifically, the ASU focuses on 1) the variable interest entity, or VIE, evaluation of limited partnerships and similar legal entities, 2) eliminating the presumption that general partners should consolidate a limited partnership, 3) the consolidation analysis of reporting entities that are involved with VIEs, and 4) scope exceptions from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. If the ASU is adopted in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The ASU may be applied using a modified retrospective approach by recording a cumulative-effect adjustment as of the beginning of the fiscal year of adoption. A reporting entity also may apply the amendments retrospectively. The Company is evaluating the potential impact of this adoption on its consolidated financial statements.

        In April 2015, the FASB issued ASU No. 2015-05,Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement.  This ASU adds explicit guidance into U.S. GAAP regarding a customer's accounting for fees paid in a cloud computing arrangement. The ASU provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. A reporting entity should apply the amendments either (1) prospectively to all

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arrangements entered into or materially modified after the effective date or (2) retrospectively. The Company is evaluating the potential impact of this adoption on its consolidated financial statements.

2.     Investments

        Investments consist of the following:

	 	April 30,	 	
 
	 	2015	 	2014	 	
 
	 	(In thousands)
	 	
Short-term investments:	 	 	 	 	 	 	 	
Held-to-maturity securities:	 	 	 	 	 	 	 	
Municipal securities	 	$	67,173	 	$	69,898	 	
U.S. government securities	 	 	11,536	 	 	—	 	
Corporate bonds	 	 	1,314	 	 	—	 	
Certificates of deposit	 	 	3,885	 	 	741	 	
​	​	​	​	​	​	​	​	
Total held-to-maturity investments	 	 	83,908	 	 	70,639	 	
​	​	​	​	​	​	​	​	
Available-for-sale securities:	 	 	 	 	 	 	 	
Equity securities	 	 	1,473	 	 	—	 	
​	​	​	​	​	​	​	​	
Total available-for-sale investments	 	 	1,473	 	 	—	 	
​	​	​	​	​	​	​	​	
Total short-term investments	 	$	85,381	 	$	70,639	 	
​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	
Long-term investments:	 	 	 	 	 	 	 	
Held-to-maturity securities:	 	 	 	 	 	 	 	
Municipal securities	 	$	30,418	 	$	29,759	 	
U.S. government securities	 	 	5,009	 	 	—	 	
Corporate bonds	 	 	8,501	 	 	—	 	
Certificates of deposit	 	 	—	 	 	3,889	 	
​	​	​	​	​	​	​	​	
Total held-to-maturity investments	 	 	43,928	 	 	33,648	 	
Available-for-sale securities:	 	 	 	 	 	 	 	
Auction rate securities	 	 	2,841	 	 	5,683	 	
Convertible bonds	 	 	—	 	 	5,865	 	
Equity securities	 	 	—	 	 	5,309	 	
​	​	​	​	​	​	​	​	
Total available-for-sale investments	 	 	2,841	 	 	16,857	 	
​	​	​	​	​	​	​	​	
Total long-term investments	 	$	46,769	 	$	50,505	 	
​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	

Held-To-Maturity Securities

        As of April 30, 2015 and 2014, the balance of held-to-maturity securities consisted of state and local government municipal securities, U.S. government securities, corporate bonds and certificates of deposit. Interest earned from these investments is recorded in interest income.

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

	 	2015	 	2014	 	
 
	 	Amortized
Cost	 	Gross
Unrealized
Gains	 	Gross
Unrealized
Losses	 	Fair
Value	 	Amortized
Cost	 	Gross
Unrealized
Gains	 	Gross
Unrealized
Losses	 	Fair
Value	 	
Municipal securities	 	$	97,591	 	$	8	 	$	(35	)	$	97,564	 	$	99,657	 	$	65	 	$	(9	)	$	99,713	 	
U.S. government securities	 	 	16,545	 	 	12	 	 	—	 	 	16,557	 	 	—	 	 	—	 	 	—	 	 	—	 	
Corporate bonds	 	 	9,815	 	 	—	 	 	(13	)	 	9,802	 	 	—	 	 	—	 	 	—	 	 	—	 	
Certificates of deposit	 	 	3,885	 	 	—	 	 	—	 	 	3,885	 	 	4,630	 	 	—	 	 	—	 	 	4,630	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
Total held-to-maturity investments	 	$	127,836	 	$	20	 	$	(48	)	$	127,808	 	$	104,287	 	$	65	 	$	(9	)	$	104,343	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
        The amortized cost and fair value of the Company's held-to-maturity securities by contractual maturity at April 30, 2015, are as follows:

	 	Cost	 	Fair Value	 	
Due within one year	 	$	83,908	 	$	83,895	 	
Due after one year through five years	 	 	43,928	 	 	43,913	 	
​	​	​	​	​	​	​	​	
Total	 	$	127,836	 	$	127,808	 	
​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	

Available-For-Sale Securities

Auction Rate Securities

        As of April 30, 2015 and 2014, the entire balance of available-for-sale auction rate securities consisted of two and three investment grade auction rate municipal bonds, respectively, with maturities ranging from 4 to 19 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 April 30, 2015 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 April 30, 2015 and 2014. The analysis considers, among other items, the collateralization underlying the security investments, the creditworthiness of the counterparty, the

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timing of expected future cash flows, and the expectation of the next time 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 on 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 maturity and as of April 30, 2015, it did not consider these investments to be other-than-temporarily impaired.

        The amortized cost, gross unrealized losses, and estimated fair value of the available-for-sale auction rate securities are as follows (in thousands):

	 	April 30,	 	
 
	 	2015	 	2014	 	
Auction rate securities	 	 	 	 	 	 	 	
Amortized cost	 	$	3,200	 	$	6,575	 	
Gross unrealized losses	 	 	(359	)	 	(892	)	
​	​	​	​	​	​	​	​	
Fair value	 	$	2,841	 	$	5,683	 	
​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	
        The amortized cost and fair value of the Company's auction rate securities by contractual maturity at April 30, 2015 are as follows (in thousands):

	 	Cost	 	Fair Value	 	
Due after one through five years	 	$	1,200	 	$	1,147	 	
Due after 10 years	 	 	2,000	 	 	1,694	 	
​	​	​	​	​	​	​	​	
Total	 	$	3,200	 	$	2,841	 	
​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	

Convertible Bonds

        As of April 30, 2015 the Company did not have any convertible bond investments. As of April 30, 2014, the entire balance of available-for-sale convertible bonds consisted of one convertible bond. The convertible bond was issued by CybAero AB ("CybAero"), a publicly traded company in Sweden that develops and manufactures unmanned aerial vehicles. The bond had a principal amount of 10 million Swedish Kronor ("SEK"), was convertible into one million CybAero shares at the conversion price of 10 SEK per share, had a maturity date of November 30, 2017, and had an interest rate of 5% per annum.

        The convertible bond contained an embedded conversion feature which was bifurcated from the bond. The changes in the fair value of the embedded conversion feature are recorded in other income in the income statement. Unrealized gains and losses of the bond 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 10 shares of CybAero were converted into 1 share. All amounts discussed as of April 30, 2014 reflect this reverse stock split.

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        On February 12, 2014, CybAero adjusted the conversion price of each convertible bond, pursuant to anti-dilution provisions in the convertible bonds agreement, from 10 SEK to 9.41 SEK and increased the number of shares per bond from 1,000,000 to 1,062,699. The adjusted conversion price and increased share count was effective February 12, 2014.

        On February 28, 2014, the Company exercised its conversion right and converted one convertible bond into CybAero common shares. The convertible bond was in the amount of 10 million SEK and was converted into 1,062,699 common shares of CybAero at the conversion price of 9.41 SEK. The shares are classified as available-for-sale.

        On August 11, 2014, the Company exercised its conversion right and converted the remaining convertible bond into CybAero common shares. The convertible bond was in the amount of 10 million SEK and was converted into 1,062,699 common shares of CybAero at the conversion price of 9.41 SEK. The shares are classified as available-for-sale.

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

	 	April 30,	 	
 
	 	2015	 	2014	 	
Convertible bonds	 	 	 	 	 	 	 	
Amortized cost	 	$	—	 	$	1,519	 	
Gross unrealized gains	 	 	—	 	 	4,346	 	
Gross unrealized losses	 	 	—	 	 	—	 	
​	​	​	​	​	​	​	​	
Fair value	 	$	—	 	$	5,865	 	
​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	

Equity Securities

        As of April 30, 2015 and 2014, the entire balance of available-for-sale equity securities consisted of 618,042 and 1,025,799 CybAero common shares, respectively. The shares are classified as available-for-sale. During the years ended April 30, 2015 and 2014, the Company realized gains on the sale of CybAero shares of $4,784,000 and $132,000, respectively.

        The amortized cost, gross unrealized gains, gross unrealized losses, and estimated fair value of the available-for-sale equity securities are as follows (in thousands):

	 	April 30,	 	
 
	 	2015	 	2014	 	
Equity Securities	 	 	 	 	 	 	 	
Amortized cost	 	$	3,357	 	$	5,033	 	
Gross unrealized gains	 	 	—	 	 	276	 	
Gross unrealized losses	 	 	(1,884	)	 	—	 	
​	​	​	​	​	​	​	​	
Fair value	 	$	1,473	 	$	5,309	 	
​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	
        As of April 30, 2015, the equity securities have been in an unrealized loss position for less than 12 months. The Company evaluated the near-term prospects of the issuer in relation to the severity and duration of the impairment. Based on that evaluation and the Company's ability and intent to hold those investments for a reasonable period of time sufficient for a forecasted recovery of fair value, the Company does not consider those investments to be other-than-temporarily impaired at April 30, 2015.

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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 April 30, 2015, 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	 	$	—	 	$	—	 	$	2,841	 	$	2,841	 	
Equity securities	 	 	1,473	 	 	—	 	 	—	 	 	1,473	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	
Total	 	$	1,473	 	$	—	 	$	2,841	 	$	4,314	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	
        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):
 	 	 	 	 	
Description	 	Fair Value
Measurements Using
Significant
Unobservable Inputs
(Level 3)	 	
Balance at May 1, 2014	 	$	7,297	 	
Transfers to Level 3	 	 	—	 	
Total gains (realized or unrealized)	 	 	 	 	
Included in earnings	 	 	—	 	
Included in other comprehensive income	 	 	438	 	
Purchases, issuances and settlements, net	 	 	(4,894	)	
​	​	​	​	​	
Balance at April 30, 2015	 	$	2,841	 	
​	​	​	​	​	
​	​	​	​	​	
​	​	​	​	​	
The amount of total gains or (losses) for the period included in earnings attributable to the change in unrealized gains or losses relating to assets still held at April 30, 2015	 	$	—	 	
        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

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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 April 30, 2015, the inputs used in the Company's discounted cash flow analysis included current coupon rates of 0.1%, estimated redemption periods of 4 to 19 years and discount rates of 4.6% to 15.4%. 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.

4.     Inventories, net

        Inventories consist of the following:

	 	April 30,	 	
 
	 	2015	 	2014	 	
 
	 	(In thousands)
	 	
Raw materials	 	$	13,325	 	$	15,102	 	
Work in process	 	 	5,140	 	 	7,542	 	
Finished goods	 	 	25,537	 	 	31,289	 	
​	​	​	​	​	​	​	​	
Inventories, gross	 	 	44,002	 	 	53,933	 	
Reserve for inventory excess and obsolescence	 	 	(4,588	)	 	(3,234	)	
​	​	​	​	​	​	​	​	
Inventories, net	 	$	39,414	 	$	50,699	 	
​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	
        Inventory consigned to others as of April 30, 2015 and 2014 was $6,840,000 and $7,856,000, respectively.

5.     Intangibles

        Intangibles are included in other assets, long-term, on the balance sheet. The components of intangibles are as follows:

	 	April 30,	 	
 
	 	2015	 	2014	 	
 
	 	(In thousands)
	 	
Licenses	 	$	818	 	$	856	 	
Less accumulated amortization	 	 	(438	)	 	(189	)	
​	​	​	​	​	​	​	​	
Intangibles, net	 	$	380	 	$	667	 	
​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	
        The weighted average amortization period at April 30, 2015 and 2014 was five years and three years, respectively. Amortization expense for the years ended April 30, 2015, 2014 and 2013 was $249,000, $154,000 and $35,000, respectively.

        During the year ended April 30, 2015, the Company recorded an impairment charge of $438,000 recorded in SG&A expenses related to an exclusive distribution agreement as the Company determined that it would not be selling any products through the exclusive distribution agreement.

        During the year ended April 30, 2014, the Company recorded an impairment charge of $72,000 recorded in SG&A expenses related to a license for certain technology as the Company determined that it would not be selling any products containing the licensed technology.

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        At April 30, 2014, the Company recorded an impairment charge of $672,000 recorded in SG&A expenses related to an exclusive distribution license. See Note 6, Property and Equipment, net for further details.

        Estimated amortization expense for the next five years is as follows:

	 	Year ending
April 30	 	
 
	 	(In thousands)
	 	
2016	 	$	80	 	
2017	 	 	80	 	
2018	 	 	80	 	
2019	 	 	80	 	
2020	 	 	60	 	
​	​	​	​	​	
 	 	$	380	 	
​	​	​	​	​	
​	​	​	​	​	
​	​	​	​	​	
6.     Property and Equipment, net

        Property and equipment consist of the following:

	 	April 30,	 	
 
	 	2015	 	2014	 	
 
	 	(In thousands)
	 	
Leasehold improvements	 	$	9,117	 	$	8,611	 	
Machinery and equipment	 	 	45,525	 	 	42,025	 	
Furniture and fixtures	 	 	1,877	 	 	1,840	 	
Computer equipment and software	 	 	26,223	 	 	24,377	 	
Construction in process	 	 	1,634	 	 	6,344	 	
​	​	​	​	​	​	​	​	
Property and equipment, gross	 	 	84,376	 	 	83,197	 	
Less accumulated depreciation and amortization	 	 	(70,877	)	 	(63,200	)	
​	​	​	​	​	​	​	​	
Property and equipment, net	 	$	13,499	 	$	19,997	 	
​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	
        At April 30, 2014, an analysis of the Company's long-lived assets related to Tier II helicopter demonstration assets and an exclusive license agreement to sell Tier II helicopters indicated impairment. At April 30, 2014 the Company determined that the carrying value of the Tier II helicopter demonstration assets and license agreement would not be recovered over the estimated useful life of the primary assets due to the delay of market adoption resulting in lower than anticipated sales. Accordingly, the Company completed an impairment test for this asset group, which resulted in an impairment charge of $3,317,000 that was recorded in SG&A costs of which $2,645,000 was related to the Tier II helicopter demonstration assets and $672,000 was related to the exclusive distribution license. To determine the amount of the impairment charge, the Company was required to make estimates of the fair value of the assets in this group, and these estimates were based on the use of the income approach to determine the fair value of the equipment. At April 30, 2014, the Company considered these assets "held and used."

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7.     Investments in Companies Accounted for Using the Equity Method

        In March of 2014, the Company purchased 49% of the outstanding common stock of Altoy Savunma Sanayi ve Havacilik Anonim Sirketi ("Altoy"), a Turkish corporation founded in February 2014. Altoy aims to develop and manufacture high altitude long endurance, unmanned aerial platform technologies in Turkey and market and sell such technologies to the world market. Altoy is considered to be in the start-up phase with no current operations. During the years ended April 30, 2015 and 2014, the Company recorded 49% of the net loss of Altoy, or $240,000 and $30,000, respectively, in "Other (expense) income" in the consolidated statement of income. At April 30, 2015 and 2014, the carrying value of the investment in Altoy was $230,000 and $75,000, respectively and was recorded in "Other assets, long-term."

8.     Warranty Reserves

        Warranty reserve activity is summarized as follows:

	 	April 30,	 	
 
	 	2015	 	2014	 	
 
	 	(In thousands)
	 	
Beginning balance	 	$	1,280	 	$	1,515	 	
Warranty expense	 	 	2,919	 	 	1,436	 	
Warranty costs settled	 	 	(1,546	)	 	(1,671	)	
​	​	​	​	​	​	​	​	
Ending balance	 	$	2,653	 	$	1,280	 	
​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	
9.     Employee Savings Plan

        The Company has an employee 401(k) savings plan covering all eligible employees. The Company expensed approximately $2,818,000, $2,757,000 and $3,137,000 in contributions to the plan for the years ended April 30, 2015, 2014 and 2013, respectively.

10.   Restructuring Charges

        On May 29, 2013 and September 26, 2013, the Company implemented two separate and unrelated organizational realignments and workforce reductions in its UAS and EES business segments.

        The purpose of the organizational realignment and workforce reduction on May 29, 2013, within the Company's UAS and EES business segments, was to enhance the Company's focus on new product introductions and the adoption of new solutions designed to support the Company's long-term growth plans. The workforce reduction was necessitated by continuing delays in U.S. government procurements from the Company's UAS business segment and delays in the growth of plug-in electric vehicle adoption and associated recharging solution sales in the Company's EES business segment. The cost of the organizational realignment and workforce reduction was approximately $1,100,000, consisting primarily of severance payments. The Company recorded this charge in its fiscal first quarter ended July 27, 2013. Of the $1,100,000 recorded during the first quarter, approximately $1,000,000 was recorded in cost of sales and approximately $100,000 was recorded in SG&A costs. Of the approximately $1,000,000 recorded in cost of sales, approximately $700,000 related to UAS and approximately $300,000 related to EES. The Company does not report SG&A costs by segment as the CODM only reviews the revenue and gross margin results for each of these segments when making resource allocation decisions.

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        The purpose of the organizational realignment and workforce reduction on September 26, 2013, within the Company's UAS business segment, was to address shifts in the UAS segment's business mix and align the skills within the UAS business segment more closely with market requirements to support ongoing programs and emerging growth opportunities. The cost of the organizational realignment and workforce reduction was approximately $700,000, consisting primarily of severance payments recorded in cost of sales. The Company recorded this charge in its fiscal second quarter ended October 26, 2013.

11.   Stock-Based Compensation

        For the years ended April 30, 2015, 2014 and 2013, the Company recorded stock-based compensation expense of approximately $3,768,000, $3,622,000 and $3,470,000, respectively.

        On January 14, 2007, the stockholders of the Company approved the 2006 Equity Incentive Plan, or 2006 Plan, effective January 21, 2007, for officers, directors, key employees and consultants. On September 29, 2011, the stockholders of the Company approved an amendment and restatement of the 2006 Plan, or Restated 2006 Plan. Under the Restated 2006 Plan, incentive stock options, nonqualified stock options, restricted stock awards, stock appreciation right awards, performance share awards, performance stock unit awards, dividend equivalents awards, stock payment awards, deferred stock awards, restricted stock unit awards, other stock-based awards, performance bonus awards or performance-based awards may be granted at the discretion of the compensation committee, which consists of outside directors. A maximum of 4,884,157 shares of stock may be issued pursuant to awards under the Restated 2006 Plan. The maximum number of shares of common stock with respect to one or more awards that may be granted to any one participant during any twelve month period is 2,000,000. A maximum of $5,000,000 may be paid in cash as a performance-based award during any twelve month period. The exercise price for any incentive stock option shall not be less than 100% of the fair market value on the date of grant. Vesting of awards is established at the time of grant.

        The Company had an equity incentive plan, or 2002 Plan, for officers, directors and key employees. Under the 2002 Plan, incentive stock options or nonqualified stock options were granted, as determined by the administrator at the time of grant. Stock purchase rights were also granted under the 2002 Plan. Options under the 2002 Plan were granted at their fair market value (as determined by the board of directors). The options became exercisable at various times over a five-year period from the grant date. The 2002 Plan was terminated on the effective date of the 2006 Plan. Awards outstanding under the 2002 Plan remain outstanding and exercisable; no additional awards may be made under the 2002 Plan.

        The Company had a 1992 nonqualified stock option plan, or 1992 Plan, for certain officers and key employees. Options under the 1992 Plan were granted at their fair market value (as determined by the board of directors) at the date of grant and became exercisable at various times over a five-year period from the grant date. The 1992 Plan expired in August 2002.

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        The fair value of stock options granted was estimated at the grant date using the Black-Scholes option pricing model with the following weighted average assumptions for the years ended April 30, 2015, 2014 and 2013:

	 	Year Ended April 30,	 	
 
	 	2015	 	2014	 	2013	 	
Expected term (in years)	 	 	6.00	 	 	6.08	 	 	6.00	 	
Expected volatility	 	 	44.65	%	 	45.61	%	 	45.94	%	
Risk-free interest rate	 	 	1.92	%	 	1.64	%	 	0.92	%	
Expected dividend	 	 	—	 	 	—	 	 	—	 	
Weighted average fair value at grant date	 	$	14.05	 	$	10.61	 	$	8.44	 	
        The expected term of stock options represents the weighted average period the Company expects the stock options to remain outstanding, based on the Company's historical exercise and post-vesting cancellation experience and the remaining contractual life of its outstanding options.

        The expected volatility is based on historical volatility for the Company's stock.

        The risk free interest rate is based on the implied yield on a U.S. Treasury zero-coupon bond with a remaining term that approximates the expected term of the option.

        The expected dividend yield of zero reflects that the Company has not paid any cash dividends since inception and does not anticipate paying cash dividends in the foreseeable future.

        Information related to the stock option plans at April 30, 2015, 2014 and 2013, and for the years then ended is as follows:

	 	Restated 2006 Plan	 	2002 Plan	 	1992 Plan	 	
 
	 	Shares	 	Weighted
Average
Exercise
Price	 	Shares	 	Weighted
Average
Exercise
Price	 	Shares	 	Weighted
Average
Exercise
Price	 	
Outstanding at April 30, 2012	 	 	692,210	 	$	25.01	 	 	324,986	 	$	2.80	 	 	239,310	 	$	0.49	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
Options granted	 	 	203,000	 	 	19.07	 	 	—	 	 	—	 	 	—	 	 	—	 	
Options exercised	 	 	(3,000	)	 	20.75	 	 	(147,597	)	 	1.39	 	 	(57,741	)	 	0.38	 	
Options canceled	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
Outstanding at April 30, 2013	 	 	892,210	 	 	23.67	 	 	177,389	 	 	3.98	 	 	181,569	 	 	0.52	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
Options granted	 	 	125,000	 	 	23.39	 	 	—	 	 	—	 	 	—	 	 	—	 	
Options exercised	 	 	(261,900	)	 	24.45	 	 	(121,841	)	 	2.25	 	 	(76,490	)	 	0.42	 	
Options canceled	 	 	(42,200	)	 	26.05	 	 	(7,037	)	 	11.79	 	 	—	 	 	—	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
Outstanding at April 30, 2014	 	 	713,110	 	 	23.20	 	 	48,511	 	 	7.18	 	 	105,079	 	 	0.59	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
Options granted	 	 	85,599	 	 	31.27	 	 	—	 	 	—	 	 	—	 	 	—	 	
Options exercised	 	 	(30,000	)	 	23.81	 	 	(3,518	)	 	2.13	 	 	(1,500	)	 	0.59	 	
Options canceled	 	 	(111,592	)	 	24.75	 	 	—	 	 	—	 	 	—	 	 	—	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
Outstanding at April 30, 2015	 	 	657,117	 	 	23.96	 	 	44,993	 	 	7.57	 	 	103,579	 	 	0.59	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
Options exercisable at April 30, 2015	 	 	363,210	 	$	23.15	 	 	44,993	 	$	7.57	 	 	103,579	 	$	0.59	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
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        The total intrinsic value of all options exercised during the years ended April 30, 2015, 2014 and 2013 was approximately $455,000, $9,220,000, and $4,329,000, respectively. The intrinsic value of all options outstanding at April 30, 2015 and 2014 was $5,349,000 and $12,314,000, respectively. The intrinsic value of all exercisable options at April 30, 2015 and 2014 was $4,560,000 and $7,998,000, respectively.

        A summary of the status of the Company's non-vested stock options as of April 30, 2015 and the year then ended is as follows:
 	 	 	 	 	 	 	 	
Non-vested Options	 	Options	 	Weighted
Average
Grant Date
Fair Value	 	
Non-vested at April 30, 2014	 	 	411,200	 	$	8.75	 	
Granted	 	 	85,599	 	 	14.05	 	
Expired	 	 	—	 	 	—	 	
Canceled	 	 	(104,592	)	 	8.51	 	
Vested	 	 	(98,300	)	 	8.58	 	
​	​	​	​	​	​	​	​	
Non-vested at April 30, 2015	 	 	293,907	 	$	10.43	 	
​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	
        As of April 30, 2015, there was approximately $10,331,000 of total unrecognized compensation cost related to non-vested share-based compensation awards granted under the equity plans. That cost is expected to be recognized over an approximately five-year period or a weighted average period of approximately three years.

        The weighted average fair value of options issued for the years ended April 30, 2015, 2014 and 2013 was $14.05, $10.61 and $8.44, respectively. The total fair value of shares vesting during the years ended April 30, 2015, 2014 and 2013 was $2,389,000, $2,168,000 and $2,477,000, respectively.

        Proceeds from all option exercises under all stock option plans for the years ended April 30, 2015, 2014 and 2013 were approximately $722,000, $6,709,000 and $289,000, respectively. The tax benefit realized from stock-based compensation during the years ended April 30, 2015, 2014 and 2013 was approximately $191,000, $2,953,000, and $1,490,000, respectively.

        The following tabulation summarizes certain information concerning outstanding and exercisable options at April 30, 2015:

	 	Options Outstanding	 	 

 
	 	 
	 	Weighted
Average
Remaining
Contractual
Life In
Years	 	 
	 	Options Exercisable	 	 	 	 	 	
Range of Exercise Prices	 	As of
April 30,
2015	 	 	 	Weighted
Average
Exercise
Price	 	As of
April 30,
2015	 	Weighted
Average
Exercise
Price	 	 	 	 	 	 	 	
$            0.59	 	 	103,579	 	 	4.35	 	$	0.59	 	 	103,579	 	$	0.59	 	 	 	 	 	 	 	
              2.13	 	 	19,658	 	 	0.47	 	 	2.13	 	 	19,658	 	 	2.13	 	 	 	 	 	 	 	
            11.79	 	 	25,335	 	 	1.40	 	 	11.79	 	 	25,335	 	 	11.79	 	 	 	 	 	 	 	
  18.07-24.65	 	 	413,710	 	 	4.92	 	 	20.89	 	 	277,610	 	 	21.43	 	 	 	 	 	 	 	
  25.77-32.19	 	 	243,407	 	 	7.35	 	 	29.17	 	 	85,600	 	 	28.75	 	 	 	 	 	 	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	 	 	 	 	 	 	
$  0.59-32.19	 	 	805,689	 	 	5.36	 	$	20.04	 	 	511,782	 	$	17.22	 	 	 	 	 	 	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	 	 	 	 	 	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	 	 	 	 	 	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	 	 	 	 	 	 	
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        The remaining weighted average contractual life of exercisable options at April 30, 2015 was 3.93 years.

        Information related to the Company's restricted stock awards at April 30, 2015 and for the year then ended is as follows:

	 	Restated 2006 Plan	 	
 
	 	Shares	 	Weighted
Average
Grant Date
Fair Value	 	
Unvested stock at April 30, 2014	 	 	392,913	 	$	23.02	 	
Stock granted	 	 	160,180	 	 	31.15	 	
Stock vested	 	 	(100,063	)	 	23.88	 	
Stock canceled	 	 	(56,004	)	 	22.01	 	
​	​	​	​	​	​	​	​	
Unvested stock at April 30, 2015	 	 	397,026	 	$	26.20	 	
​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	
12.   Long-Term Incentive Awards

        During the year ended April 30, 2015, the Company granted a performance award under the Restated 2006 Plan to key employees. The performance period for the award is the year ending April 30, 2017. A target payout was established at the award date. The actual payout at the end of the performance period will be calculated based upon the Company's achievement of revenue and gross margin for the year ending April 30, 2017. Payouts will be made in cash and restricted stock units. Upon vesting of the restricted stock units, the Company has the discretion to settle the restricted stock units in cash or stock.

        During each of the years ended April 30, 2014 and 2013, the Company granted a three-year performance award under the Restated 2006 Plan to key employees. The performance period for each three-year award is the three-year period ending April 30, 2016 and 2015, respectively. A target payout was established at the beginning of the performance period. The actual payout at the end of the performance period will be calculated based upon the Company's achievement of revenue and operating profit growth. Payouts will be made in cash and restricted stock units. Upon vesting of the restricted stock units, the Company has the discretion to settle the restricted stock units in cash or stock.

        The cash component of the award is accounted for as a liability. The equity component is accounted for as a stock-based liability, as the restricted stock units may be settled in cash or stock. At each reporting period, the Company reassesses the probability of achieving the performance targets. The estimation of whether the performance targets will be achieved requires judgment, and, to the extent actual results or updated estimates differ from the Company's current estimates, the cumulative effect on current and prior periods of those changes will be recorded in the period estimates are revised.

        During the years ended April 30, 2015, 2014 and 2013, the Company recorded compensation expense for the long-term incentive awards of $0, $160,000 and $194,000, respectively. At April 30, 2015 and 2014, the Company had an accrued liability of $0 for outstanding awards. The maximum compensation expense that may be recorded for outstanding awards is $8,689,000.

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13.   Income Taxes

        The components of income before income taxes are as follows (in thousands):

	 	Year Ended April 30,	 	
 
	 	2015	 	2014	 	2013	 	
Domestic	 	$	2,138	 	$	14,996	 	$	10,790	 	
Foreign	 	 	(245	)	 	(100	)	 	(17	)	
​	​	​	​	​	​	​	​	​	​	​	
Total	 	$	1,893	 	$	14,896	 	$	10,773	 	
        The Company expects any foreign earnings to be reinvested in such foreign jurisdictions and, therefore, no deferred tax liabilities for U.S. income taxes on undistributed earnings are recorded. The foreign subsidiaries do not have any undistributed earnings.

        A reconciliation of income tax expense computed using the U.S. federal statutory rates to actual income tax expense is as follows:

	 	Year Ended April 30,	 	
 
	 	2015	 	2014	 	2013	 	
U.S. federal statutory income tax rate	 	 	35.0	%	 	35.0	%	 	35.0	%	
State and local income taxes, net of federal benefit	 	 	(84.4	)	 	(17.0	)	 	1.6	 	
R&D and other tax credits	 	 	(172.3	)	 	(21.5	)	 	(29.6	)	
Valuation allowance	 	 	96.7	 	 	8.7	 	 	—	 	
Uncertain tax position adjustment	 	 	(1.9	)	 	4.4	 	 	(6.7	)	
Return to provision adjustments	 	 	78.3	 	 	(0.1	)	 	0.7	 	
Permanent items	 	 	(5.2	)	 	(1.3	)	 	2.4	 	
Other	 	 	0.9	 	 	(0.3	)	 	(0.2	)	
​	​	​	​	​	​	​	​	​	​	​	
Effective income tax rate	 	 	(52.9	)%	 	7.9	%	 	3.2	%	
​	​	​	​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	​	​	​	
        The components of the provision for income taxes are as follows (in thousands):

	 	Year ended April 30,	 	
 
	 	2015	 	2014	 	2013	 	
Current:	 	 	 	 	 	 	 	 	 	 	
Federal	 	$	573	 	$	4,307	 	$	(3,818	)	
State	 	 	(1,292	)	 	(1,879	)	 	(1,527	)	
​	​	​	​	​	​	​	​	​	​	​	
 	 	 	(719	)	 	2,428	 	 	(5,345	)	
Deferred:	 	 	 	 	 	 	 	 	 	 	
Federal	 	 	(1,972	)	 	(1,694	)	 	5,178	 	
State	 	 	1,689	 	 	444	 	 	514	 	
​	​	​	​	​	​	​	​	​	​	​	
 	 	 	(283	)	 	(1,250	)	 	5,692	 	
Total income tax expense	 	$	(1,002	)	$	1,178	 	$	347	 	
​	​	​	​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	​	​	​	
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        Significant components of the Company's deferred income tax assets and liabilities are as follows (in thousands):

	 	April 30,	 	
 
	 	2015	 	2014	 	
Deferred income tax assets:	 	 	 	 	 	 	 	
Accrued expenses	 	$	8,442	 	$	6,459	 	
Allowances, reserves, and other	 	 	1,543	 	 	2,547	 	
Fixed asset basis	 	 	—	 	 	196	 	
Capital loss and credit carry-forwards	 	 	5,692	 	 	6,293	 	
Intangibles basis	 	 	464	 	 	276	 	
​	​	​	​	​	​	​	​	
Total deferred income tax assets	 	 	16,141	 	 	15,771	 	
​	​	​	​	​	​	​	​	
Deferred income tax liabilities:	 	 	 	 	 	 	 	
Unrealized gain on securities	 	 	(237	)	 	(2,714	)	
Fixed asset basis	 	 	(86	)	 	—	 	
​	​	​	​	​	​	​	​	
Total deferred income tax liabilities	 	 	(323	)	 	(2,714	)	
​	​	​	​	​	​	​	​	
Valuation allowance	 	 	(3,127	)	 	(1,298	)	
​	​	​	​	​	​	​	​	
Net deferred tax assets	 	$	12,691	 	$	11,759	 	
​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	
        At April 30, 2015 and 2014 the Company recorded a valuation allowance of $3,127,000 and $1,298,000, respectively, against state R&D credits as the Company is currently generating more tax credits than it will utilize in future years and against foreign net operating losses that are not more likely than not to be utilized. The valuation allowance increased by $1,829,000 and $1,298,000 for April 30, 2015 and April 30, 2014, respectively.

        At April 30, 2015 the Company had state credit carryforwards of $13,573,000 that do not expire and federal tax credit carryforwards of $2,654,000 that expire in 2034. As of April 30, 2015, the Company had federal and state credits of $143,000 and $30,000, respectively, for which the tax benefit, when recognized, will be recorded in equity.

        At April 30, 2015, the Company had multiple state net operating loss carryforwards and foreign losses of approximately $314,000 and $132,000, respectively. The state net operating loss carryforwards begin to expire in 2023 and the foreign losses carryforward indefinitely.

        At April 30, 2015 and 2014, the Company had approximately $8,190,000 and $6,334,000, respectively, of unrecognized tax benefits all of which would impact the Company's effective tax rate if recognized. The Company estimates that $10,000 of its unrecognized tax benefits will decrease in the next twelve months due to statute of limitation expiration.

        In July 2013, the FASB issued ASU No. 2013-11,Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the Emerging Issues Task Force) . As a result of the adoption of this guidance the Company reclassified $2,484,000 at April 30, 2015 from the liability for uncertain tax positions to reduce deferred income tax assets on the balance sheet.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        The following table summarizes the activity related to our gross unrecognized tax benefits for the years ended April 30, 2015 and 2014 (in thousands):

	 	April 30,	 	
 
	 	2015	 	2014	 	
Balance as of May 1	 	$	6,334	 	$	5,083	 	
Increases related to prior year tax positions	 	 	747	 	 	775	 	
Decreases related to prior year tax positions	 	 	(12	)	 	—	 	
Increases related to current year tax positions	 	 	1,158	 	 	1,050	 	
Decreases related to lapsing of statute of limitations	 	 	(37	)	 	(574	)	
​	​	​	​	​	​	​	​	
Balance as of April 30	 	$	8,190	 	$	6,334	 	
​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	
        The Company records interest and penalties on uncertain tax positions to income tax expense. As of April 30, 2015 and 2014, the Company had accrued approximately $43,000 and $233,000, respectively, of interest and penalties related to uncertain tax positions. The Company is currently under audit by various state jurisdictions but does not anticipate any material adjustments from these examinations. The tax years 2010 to 2014 remain open to examination by the IRS for federal income taxes. The tax years 2008 to 2014 remain open for major state taxing jurisdictions.

14.   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, 2014	 	$	(263	)	$	(263	)	
Unrealized loss	 	 	(1,743	)	 	(1,743	)	
Income taxes	 	 	648	 	 	648	 	
​	​	​	​	​	​	​	​	
Balance as of April 30, 2015	 	$	(1,358	)	$	(1,358	)	
​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	
15.   Changes in Accounting Estimates

        During the years ended April 30, 2015, 2014 and 2013, the Company revised its estimates at completion of various fixed-price contracts which resulted in cumulative catch up adjustments during the year in which the change in estimate occurred. The change in estimate was a result of the Company changing the total costs required to complete the contracts due to having more accurate cost information as work progressed in subsequent periods on the various contracts. The changes in estimates resulted in cumulative catch-up adjustments to income from continuing operations for the years ended April 30, 2015 and 2014 were not material. The changes in estimates resulted in cumulative catch-up adjustments of $1,768,000 to increase income from continuing operations for the year ended April 30, 2013. The changes in estimates resulted in cumulative catch-up adjustments to increase net income for the year ended April 30, 2013 in the amount of $1,081,000. The impact on basic earnings per share for the year ended April 30, 2013, was an increase of $0.05 per share. The impact on diluted earnings per share for the year ended April 30, 2013, was an increase of $0.05 per share.

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16.   Related Party Transactions

        Pursuant to a consulting agreement, the Company paid a board member approximately $96,000, $96,000 and $172,000 during the years ended April 30, 2015, 2014 and 2013, respectively, for consulting services independent of his board service.

17.   Commitments and Contingencies

Commitments

        The Company's operations are conducted in leased facilities. Following is a summary of non-cancelable operating lease commitments:

	 	Year ending
April 30	 	
 
	 	(In thousands)
	 	
2016	 	$	3,720	 	
2017	 	 	2,367	 	
2018	 	 	1,678	 	
2019	 	 	1,581	 	
2020	 	 	1,528	 	
Thereafter	 	 	1,298	 	
​	​	​	​	​	
 	 	$	12,172	 	
​	​	​	​	​	
​	​	​	​	​	
​	​	​	​	​	
        Rental expense under operating leases was approximately $4,350,000, $4,981,000 and $4,349,000 for the years ended April 30, 2015, 2014 and 2013, respectively.

Contingencies

        The Company is subject to legal proceedings and claims which arise out of the ordinary course of its business. Although adverse decisions or settlements may occur, the Company, in consultation with legal counsel, believes that the final disposition of such matters will not have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company.

        At April 30, 2015 and 2014, the Company had outstanding letters of credit totaling $1,755,000 and $294,000, respectively.

Contract Cost Audits

        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, or 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 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 costs, and if the DCAA believes the Company has accounted for such costs in a manner inconsistent with the requirements under Federal Acquisition Regulations, or FAR, the DCAA auditor may recommend to the Company's administrative contracting officer to disallow such costs. Historically, the Company has not experienced material disallowed costs as a result of government audits. However, the

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Company can provide no assurance that the DCAA or other government audits will not result in material disallowances for incurred costs in the future.

        The Company's revenue recognition policy calls for revenue recognized on all cost reimbursable government contracts to be recorded at actual rates unless collectability is not reasonably assured.

        The Defense Contract Management Agency, or DCMA, has disallowed a portion of the Company's executive compensation and other costs included in the Company's fiscal 2006 incurred cost claim and sought interest and penalties. The Company and DCMA have resolved most of these claims. However, the Company is vigorously defending its position on the government's remaining claims for the fiscal 2006 incurred cost claim as well as the claims the government has raised regarding the Company's fiscal 2007 and fiscal 2008 incurred cost claims, which the Company has appealed to the Armed Services Board of Contract Appeals. Based on the Company's current understanding of the facts and the amount in dispute, The Company believes that the outcome of these disputes will not have a material impact on the Company's business. At April 30, 2015 and 2014, the Company had reserves for incurred cost claim audits for various fiscal years.

18.   Segment Data

        The Company's product segments are as follows:

•
Unmanned Aircraft Systems—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—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 only limited financial statement information by segment.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        The segment results are as follows (in thousands):

	 	Year Ended April 30,	 	
 
	 	2015	 	2014	 	2013	 	
Revenue:	 	 	 	 	 	 	 	 	 	 	
UAS	 	$	220,950	 	$	208,810	 	$	194,276	 	
EES	 	 	38,448	 	 	42,893	 	 	45,876	 	
​	​	​	​	​	​	​	​	​	​	​	
Total	 	 	259,398	 	 	251,703	 	 	240,152	 	
Cost of sales:	 	 	 	 	 	 	 	 	 	 	
UAS	 	 	128,233	 	 	127,992	 	 	115,194	 	
EES	 	 	26,897	 	 	30,098	 	 	32,422	 	
​	​	​	​	​	​	​	​	​	​	​	
Total	 	 	155,130	 	 	158,090	 	 	147,616	 	
​	​	​	​	​	​	​	​	​	​	​	
Gross margin:	 	 	 	 	 	 	 	 	 	 	
UAS	 	 	92,717	 	 	80,818	 	 	79,082	 	
EES	 	 	11,551	 	 	12,795	 	 	13,454	 	
​	​	​	​	​	​	​	​	​	​	​	
Total	 	 	104,268	 	 	93,613	 	 	92,536	 	
​	​	​	​	​	​	​	​	​	​	​	
Selling, general and administrative	 	 	55,763	 	 	55,679	 	 	51,520	 	
Research and development	 	 	46,491	 	 	25,515	 	 	37,214	 	
​	​	​	​	​	​	​	​	​	​	​	
Income from operations	 	 	2,014	 	 	12,419	 	 	3,802	 	
Interest income	 	 	882	 	 	855	 	 	726	 	
Other (expense) income	 	 	(1,003	)	 	1,622	 	 	6,245	 	
​	​	​	​	​	​	​	​	​	​	​	
Income before income taxes	 	$	1,893	 	$	14,896	 	$	10,773	 	
​	​	​	​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	​	​	​	
​	​	​	​	​	​	​	​	​	​	​	

Geographic Information

        Sales to non-U.S. customers accounted for 9%, 14% and 15% of revenue for each of the fiscal years ended April 30, 2015, 2014 and 2013, respectively.

19.  Quarterly Results of Operations (Unaudited)

        The following tables present selected unaudited consolidated financial data for each of the eight quarters in the two-year period ended April 30, 2015. In the Company's opinion, this unaudited information has been prepared on the same basis as the audited information and includes all adjustments (consisting of only normal recurring adjustments) necessary for a fair statement of the financial information for the period presented. The Company's fiscal year ends on April 30. Due to the fixed year end date of April 30, the first and fourth quarters each consist of approximately 13 weeks. The second and third quarters each consist of 13 weeks. The first three quarters end on a Saturday.

	 	Three Months Ended	 	
 
	 	August 2,
2014	 	November 1,
2014	 	January 31,
2015	 	April 30,
2015	 	
 
	 	(In thousands except per share data)
	 	
Year ended April 30, 2015	 	 	 	 	 	 	 	 	 	 	 	 	 	
Revenue	 	$	51,866	 	$	52,664	 	$	68,397	 	$	86,471	 	
Gross margin	 	$	14,054	 	$	17,871	(1)	$	26,993	 	$	45,350	 	
Net (loss) income	 	$	(3,609	)	$	(2,901	)	$	2,325	 	$	7,080	 	
Net (loss) income per share—basic(6)	 	$	(0.16	)	$	(0.13	)	$	0.10	 	$	0.31	 	
Net (loss) income per share—diluted(6)	 	$	(0.16	)	$	(0.13	)	$	0.10	 	$	0.31	 	
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 
	 	Three Months Ended	 	
 
	 	July 27,
2013	 	October 26,
2013	 	January 25,
2014	 	April 30,
2014	 	
 
	 	(In thousands except per share data)
	 	
Year ended April 30, 2014	 	 	 	 	 	 	 	 	 	 	 	 	 	
Revenue	 	$	44,117	(2)	$	64,867	 	$	69,221	 	$	73,498	 	
Gross margin	 	$	12,545	(3)	$	23,878	(4)	$	27,052	 	$	30,138	 	
Net (loss) income	 	$	(7,210	)	$	1,655	 	$	11,216	 	$	8,057	(5)	
Net (loss) income per share—basic(6)	 	$	(0.32	)	$	0.07	 	$	0.50	 	$	0.36	 	
Net (loss) income per share—diluted(6)	 	$	(0.32	)	$	0.07	 	$	0.49	 	$	0.35	 	

(1)
Includes $2.6 million for a government contract accounting reserve for prior year incurred cost audit findings.

(2)
Includes $2.3 million of revenue for the termination settlement for the Global Observer Joint Capability Technology Demonstration contract.

(3)
Includes $1.0 million in severance costs related to the organizational realignment and workforce reduction on May 29, 2013, within the Company's UAS and EES business segments—see Note 10 for additional information.

(4)
Includes $0.7 million in severance costs related to the organizational realignment and workforce reduction on September 26, 2013, within the Company's UAS business segment—see Note 10 for additional information.

(5)
Includes $3.3 million in pre-tax impairment charges related to Tier II assets—see Note 6 for additional information.

(6)
Earnings per share is computed independently for each of the quarters presented. The sum of the quarterly earnings per share do not equal the total earnings per share computed for the year due to rounding.

20.   Restatement of Previously Issued Consolidated Financial Statements

        The Company identified a presentation error in its 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 redemptions 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, the Company was presenting the change in held-to-maturity investments as net redemptions which is not in accordance with GAAP. To conform to the appropriate GAAP presentation for the change in held-to-maturity investments the Company is presenting the gross purchases, gross redemptions and amortization/accretion of premiums/discounts.

        The Company has corrected the error by reclassifying the amortization of held-to-maturity investments between the investing and operating sections as well as presenting the gross purchases and

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gross redemptions in the investing section in its prior year financial statements. Below are the as reported and restated amounts (in thousands).

	 	Year Ended April 30,	 	Year Ended April 30,	 	
 
	 	2014	 	2014	 	2013	 	2013	 	
 
	 	(As Reported)
	 	(Restated)
	 	(As Reported)
	 	(Restated)
	 	
Operating activities	 	 	 	 	 	 	 	 	 	 	 	 	 	
Amortization of held-to-maturity investments	 	$	—	 	$	5,037	 	$	—	 	$	5,237	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	
Net cash provided by operating activities	 	 	28,863	 	 	34,005	 	 	24,007	 	 	29,244	 	
Investing activities	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net redemptions of held-to-maturity investments	 	 	23,113	 	 	—	 	 	2,014	 	 	—	 	
Purchases of held-to-maturity securities	 	 	—	 	 	(56,946	)	 	—	 	 	(87,294	)	
Redemptions of held-to-maturity securities	 	 	—	 	 	75,022	 	 	—	 	 	84,071	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	
Net cash provided by (used) in investing activities	 	$	15,580	 	$	10,438	 	$	(13,107	)	$	(18,344	)	
        The Company is also correcting the presentation error for each quarter during the years ended April 30, 2015 and 2014. Below are the as reported and restated amounts (in thousands).

	 	Three Months Ended	 	Six Months Ended	 	Nine Months Ended	 	
 
	 	August 2,
2014	 	August 2,
2014	 	November 1,
2014	 	November 1,
2014	 	January 31,
2015	 	January 31,
2015	 	
 
	 	(As Reported)
	 	(Restated)
	 	(As Reported)
	 	(Restated)
	 	(As Reported)
	 	(Restated)

	 	Unaudited
	 	Unaudited
	 	Unaudited
	 	
Operating activities	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Amortization of held-to-maturity investments	 	$	—	 	$	1,152	 	$	—	 	$	2,211	 	$	—	 	$	3,388	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
Net cash provided by operating activities	 	 	14,368	 	 	15,520	 	 	9,961	 	 	12,172	 	 	13,543	 	 	16,931	 	
Investing activities	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net purchases of held-to-maturity investments	 	 	(2,924	)	 	—	 	 	(19,586	)	 	—	 	 	—	 	 	—	 	
Purchases of held-to-maturity securities	 	 	—	 	 	(28,771	)	 	—	 	 	(68,524	)	 	(88,737	)	 	(88,074	)	
Redemptions of held-to-maturity securities	 	 	—	 	 	24,695	 	 	—	 	 	46,727	 	 	66,158	 	 	62,107	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
Net cash provided by (used) in investing activities	 	$	5,723	 	$	4,571	 	$	(11,618	)	$	(13,829	)	$	(15,557	)	$	(18,945	)	
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 
	 	Three Months Ended	 	Six Months Ended	 	Nine Months Ended	 	
 
	 	July 27,
2013	 	July 27,
2013	 	October 26,
2013	 	October 26,
2013	 	January 25,
2014	 	January 25,
2014	 	
 
	 	(As Reported)
	 	(Restated)
	 	(As Reported)
	 	(Restated)
	 	(As Reported)
	 	(Restated)

	 	Unaudited
	 	Unaudited
	 	Unaudited
	 	
Operating activities	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Amortization of held-to-maturity investments	 	$	—	 	$	1,277	 	$	—	 	$	2,605	 	$	—	 	$	3,881	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
Net cash (used in) provided by operating activities	 	 	(13,176	)	 	(11,899	)	 	(9,673	)	 	(7,068	)	 	3,472	 	 	7,353	 	
Investing activities	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net redemptions of held-to-maturity investments	 	 	6,442	 	 	—	 	 	6,934	 	 	—	 	 	20,388	 	 	—	 	
Purchases of held-to-maturity securities	 	 	—	 	 	(26,040	)	 	—	 	 	(37,401	)	 	—	 	 	(47,610	)	
Redemptions of held-to-maturity securities	 	 	—	 	 	31,205	 	 	—	 	 	41,730	 	 	—	 	 	64,117	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
Net cash provided by (used) in investing activities	 	$	2,160	 	$	883	 	$	312	 	$	(2,293	)	$	13,062	 	$	9,181	 	
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SUPPLEMENTARY DATA
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

	 	 
	 	Additions	 	 

Description	 	Balance at
Beginning
of Period	 	Charged to
Costs and
Expenses	 	Charged to
Other
Accounts	 	Deductions	 	Balance at
End of
Period	 	
 
	 	(In thousands)
	 	
Allowance for doubtful accounts for the year ended April 30:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
2013	 	$	921	 	$	15	 	$	—	 	$	—	 	$	936	 	
2014	 	$	936	 	$	(6	)	$	—	 	$	(139	)	$	791	 	
2015	 	$	791	 	$	106	 	$	—	 	$	(291	)	$	606	 	
Warranty reserve for the year ended April 30:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
2013	 	$	2,872	 	$	2,169	 	$	—	 	$	(3,526	)	$	1,515	 	
2014	 	$	1,515	 	$	1,436	 	$	—	 	$	(1,671	)	$	1,280	 	
2015	 	$	1,280	 	$	2,919	 	$	—	 	$	(1,546	)	$	2,653	 	
Reserve for inventory excess and obsolescence for the year ended April 30:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
2013	 	$	2,754	 	$	1,461	 	$	—	 	$	(344	)	$	3,871	 	
2014	 	$	3,871	 	$	2,187	 	$	—	 	$	(2,824	)	$	3,234	 	
2015	 	$	3,234	 	$	2,035	 	$	—	 	 	(681	)	$	4,588	 	
Reserve for self-insured medical claims for the year ended April 30:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
2013	 	$	1,448	 	$	8,065	 	$	—	 	$	(7,970	)	$	1,543	 	
2014	 	$	1,543	 	$	8,908	 	$	—	 	$	(9,170	)	$	1,281	 	
2015	 	$	1,281	 	$	8,953	 	$	—	 	$	(8,941	)	$	1,293	 	
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Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

        Not applicable.

Item 9A.    Controls and Procedures.

Evaluation of Disclosure 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 only provide 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 have carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our 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 level.

Management's Report on Internal Control Over Financial Reporting

        Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

•
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

•
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

•
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

        Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

        Under the supervision and with the participation of management, including our principal executive and financial officers, we assessed our internal control over financial reporting as of April 30, 2015, based on criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework , issued by the Committee of Sponsoring Organizations of the Treadway

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Commission (2013 framework) (COSO). Based on this assessment, management concluded that the Company maintained effective internal control over financial reporting as of April 30, 2015 based on the specified criteria.

        The effectiveness of our internal control over financial reporting as of April 30, 2015 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included herein.

Changes in Internal Control over Financial Reporting

        During the fourth quarter of our fiscal year ended April 30, 2015, we enhanced our internal controls over the financial statement close process. Specifically, we added more precision around the preparation of our consolidated statements of cash flows, including a more detailed review of non-cash items. As a result of implementing these enhanced controls we identified an error in our consolidated statements of cash flows for the first three quarters of our fiscal year ended April 30, 2015 and for the fiscal years ended April 30, 2014 and 2013, which we determined to be the result of a previously undetected material weakness in our internal controls over financial reporting that was not previously communicated.

        The error was in the presentation of amortization/accretion of premiums/discounts related to held-to-maturity investments within the investing activities section rather than the operating activities section of our consolidated statements of cash flows. We have corrected this error by restating those prior financial statements to adjust the amortization of held-to-maturity investments to the operating activities sections from the investing activities section of our consolidated statement of cash flows as well as by separately presenting gross purchases and gross redemptions in the investing activities section in those prior financial statements.

        The error did not impact our consolidated statements of income or our consolidated balance sheets, mask a change in earnings or any other trends, hide a failure to meet any analysts' expectation or estimates, or have any impact on management compensation. Moreover, the enhancement to our internal controls over the financial statement close process which identified this error also remediated the underlying material weakness and such material weakness no longer existed as of April 30, 2015.

        There were no other 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 April 30, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.    Other Information.

        On June 19, 2014, the Board of Directors of the Company approved the Third Amended and Restated Bylaws of AeroVironment, Inc., effective as of the same date. The Third Amended and Restated Bylaws: (i) amended Article III to add a new section regarding board leadership which specifies the selection process for and roles of the Chairman of the Board and the Lead Independent Director; (ii) amended Article IV, Section 1 to add the office of Chief Executive Officer to the Company's list of officers; (iii) amended Article IV, Section 4 to limit the Board's responsibility to establish the salaries of only the Company's executive officers, as defined under the Exchange Act, rather than all officers and agents of the Company; and (iv) amended Article II, Section 6 to conform to the Company's Certificate of Incorporation to provide that special meetings of the Company's stockholders can be called by the Chief Executive Officer, rather than the President, by the Chairman of the Board and at the written request of a majority of the members of the Board of Directors.

        The foregoing description of the Third Amended and Restated Bylaws is not complete and is qualified in its entirety by the full text of the Third Amended and Restated Bylaws, which are attached as Exhibit 3.3 to this Annual Report on Form 10-K and are incorporated herein by reference.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of AeroVironment, Inc. and Subsidiaries

        We have audited AeroVironment Inc. and subsidiaries' internal control over financial reporting as of April 30, 2015, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). AeroVironment Inc. and subsidiaries management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company's internal control over financial reporting based on our audit.

        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

        A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

        Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

        In our opinion, AeroVironment, Inc. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of April 30, 2015, based on the COSO criteria.

        We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of AeroVironment, Inc. and subsidiaries as of April 30, 2015 and 2014, and the related consolidated statements of income, comprehensive income stockholders' equity, and cash flows for each of the three years in the period ended April 30, 2015 of AeroVironment, Inc. and subsidiaries and our report dated June 30, 2015 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Los Angeles, California
June 30, 2015

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PART III

Item 10.    Directors, Executive Officers, and Corporate Governance.

        Certain information required by Item 401 and Item 405 of Regulation S-K will be included in the Proxy Statement for our 2015 Annual Meeting of Stockholders, and that information is incorporated by reference herein.

Codes of Ethics

        We have adopted a Code of Business Conduct and Ethics, or Code of Conduct. The Code of Conduct is posted on our website, http://investor.avinc.com. We intend to disclose on our website any amendments to, or waivers of, the Code of Conduct covering our Chief Executive Officer, Chief Financial Officer and/or Controller promptly following the date of such amendments or waivers. A copy of the Code of Conduct may be obtained upon request, without charge, by contacting our Secretary at (626) 357-9983 or by writing to us at AeroVironment, Inc., Attn: Secretary, 181 W. Huntington Dr., Suite 202, Monrovia, CA 91016. The information contained on or connected to our website is not incorporated by reference into this Annual Report and should not be considered part of this or any reported filed with the SEC.

        No family relationships exist among any of our executive officers or directors.

        There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.

        The information required by Item 407(d)(4) and (5) of Regulation S-K will be included in the Proxy Statement for our 2015 Annual Meeting of Stockholders, and that information is incorporated by reference herein.

Item 11.    Executive Compensation.

        The information required by Item 402 and Item 407(e)(4) and (5) of Regulation S-K will be included in the Proxy Statement for our 2015 Annual Meeting of Stockholders, and that information is incorporated by reference herein.

Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

        The information required by Item 201(d) and Item 403 of Regulation S-K will be included in the Proxy Statement for our 2015 Annual Meeting of Stockholders, and that information is incorporated by reference herein.

Item 13.    Certain Relationships and Related Transactions, and Director Independence.

        The information required by Item 404 and Item 407(a) of Regulation S-K will be included in the Proxy Statement for our 2015 Annual Meeting of Stockholders, and that information is incorporated by reference herein.

Item 14.    Principal Accounting Fees and Services.

        The information required by Item 14 will be included in the Proxy Statement for our 2015 Annual Meeting of Stockholders, and that information is incorporated by reference herein.

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PART IV

Item 15.    Exhibits, Financial Statement Schedules.
(a)
The following are filed as part of this Annual Report:

1.    Financial Statements

        The following consolidated financial statements are included in Item 8:

•
Report of Independent Registered Public Accounting Firm

•
Consolidated Balance Sheets at April 30, 2015 and 2014

•
Consolidated Statements of Income for the Years ended April 30, 2015, 2014 and 2013

•
Consolidated Statements of Comprehensive Income for the Years Ended April 30, 2015, 2014 and 2013

•
Consolidated Statements of Stockholders' Equity for the Years ended April 30, 2015, 2014 and 2013

•
Consolidated Statements of Cash Flows for the Years ended April 30, 2015, 2014 and 2013

•
Notes to Consolidated Financial Statements

2.    Financial Statement Schedules

        The following Schedule is included in Item 8:

•
Schedule II—Valuation and Qualifying Accounts

        All other schedules have been omitted since the required information is not present, or not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements or the Notes thereto.

3.    Exhibits

        See Item 15(b) of this report below.(b)
Exhibits
 	 	 	
Exhibit
Number	 	Exhibit	
3.1(1)	 	Amended and Restated Certificate of Incorporation of AeroVironment, Inc.	
3.3	 	Third Amended and Restated Bylaws of AeroVironment, Inc.	
4.1(2)	 	Form of AeroVironment, Inc.'s Common Stock Certificate	
10.1#(2)	 	Form of Director and Executive Officer Indemnification Agreement	
10.2#(2)	 	AeroVironment, Inc. Nonqualified Stock Option Plan	
10.3#(2)	 	Form of Nonqualified Stock Option Agreement pursuant to the AeroVironment, Inc. Nonqualified Stock Option Plan	
10.4#(2)	 	AeroVironment, Inc. Directors' Nonqualified Stock Option Plan	
10.5#(2)	 	Form of Directors' Nonqualified Stock Option Agreement pursuant to the AeroVironment, Inc. Directors' Nonqualified Stock Option Plan	
10.6#(2)	 	AeroVironment, Inc. 2002 Equity Incentive Plan	
10.7#(2)	 	Form of AeroVironment, Inc. 2002 Equity Incentive Plan Stock Option Agreement	
10.8#(2)	 	AeroVironment, Inc. 2006 Equity Incentive Plan	
10.9#(3)	 	AeroVironment, Inc. 2006 Equity Incentive Plan, as amended and restated effective September 29, 2012	
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Exhibit
Number	 	Exhibit	
10.10#(2)	 	Form of Stock Option Agreement pursuant to the AeroVironment, Inc. 2006 Equity Incentive Plan	
10.11#(2)	 	Form of Performance Based Bonus Award pursuant to the AeroVironment, Inc. 2006 Equity Incentive Plan	
10.12#(4)	 	Form of Long-Term Compensation Award Grant Notice and Long-Term Compensation Award Agreement pursuant to the AeroVironment, Inc. 2006 Equity Incentive Plan	
10.13#	 	Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement pursuant to the AeroVironment, Inc. 2006 Equity Incentive Plan	
10.14(5)	 	Standard Industrial/Commercial Single-Tenant Lease, dated February 12, 2007, between AeroVironment, Inc. and OMP Industrial Moreland, LLC, for the property located at 85 Moreland Road, Simi Valley, California, including the addendum thereto	
10.15(6)	 	Standard Industrial/Commercial Single-Tenant Lease, dated March 3, 2008, between AeroVironment, Inc. and Hillside Associates III, LLC, for the property located at 900 Enchanted Way, Simi Valley, California, including the addendum thereto	
10.16(6)	 	Standard Industrial/Commercial Single-Tenant Lease, dated April 21, 2008, between AeroVironment, Inc. and Hillside Associates II, LLC, for the property located at 994 Flower Glen Street, Simi Valley, California, including the addendum thereto	
10.17(7)	 	First Amendment to Lease Agreement (900 Enchanted Way, Simi Valley, CA 93065) dated as of December 1, 2013, by and between the Company and Hillside III LLC, and related agreements	
10.18(7)	 	First Amendment to Lease Agreement (994 Flower Glen Street, Simi Valley, CA 93065) dated as of December 1, 2013, by and between the Company and Hillside II LLC, and related agreements	
10.19(7)	 	Lease Agreement (996 Flower Glen Street, Simi Valley, CA 93065) dated as of December 1, 2013, by and between the Company and Hillside II LLC, and related agreements	
10.20†(8)	 	Award Contract, dated August 15, 2005, between AeroVironment, Inc. and U.S. Army Aviation & Missile Command	
10.21†(2)	 	Award Contract, dated September 21, 2004, between AeroVironment, Inc. and Natick Contracting Division	
10.22†(9)	 	Award Contract, dated September 24, 2007, between AeroVironment, Inc. and United States Special Operations Command, as amended	
10.23†(10)	 	Award Contract, dated December 22, 2006, between AeroVironment, Inc. and the United States Air Force/Air Force Research Laboratory, Aeronautical Systems Center, as amended	
10.24#(11)	 	Standard Consulting Agreement, dated November 1, 2008, between AeroVironment, Inc. and Charles R. Holland	
10.25(12)	 	Amendment No. 2 to Standard Consulting Agreement, dated December 17, 2009, between AeroVironment, Inc. and Charles R. Holland	
10.26#(12)	 	Task Order #FY-10-001, dated December 17, 2009, between AeroVironment, Inc. and Charles R. Holland	
10.27#(13)	 	Amendment No. 3 to Standard Consulting Agreement, dated February 21, 2013, between AeroVironment, Inc. and Charles R. Holland	
10.28#(13)	 	Task Order FY13-001, dated February 21, 2013, between AeroVironment, Inc. and Charles R. Holland	
10.29#(13)	 	Relocation agreement, effective February 21, 2013, between AeroVironment, Inc. and Wahid Nawabi	
10.30#(2)	 	Retiree Medical Plan	
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Exhibit
Number	 	Exhibit	
10.31†(14)	 	Award Contract, dated June 30, 2008, between AeroVironment, Inc. and United States Special Operations Command, as amended	
10.32†(15)	 	Award Contract, dated March 1, 2011, between AeroVironment, Inc. and United States Army Contracting Command	
10.33†(16)	 	Contract modification P00015 dated September 5, 2013 under the base contract with the US Army Contracting Command—Redstone Arsenal (Missile) dated August 30, 2012	
10.34(17)	 	Letter agreement dated April 29, 2014, between AeroVironment, Inc. and Thomas E. Herring	
10.35(18)	 	Consulting Agreement, dated February 5, 2015, between Jikun Kim and AeroVironment, Inc.	
21.1	 	Subsidiaries of AeroVironment, Inc.	
23.1	 	Consent of Ernst & Young LLP, independent registered public accounting firm	
24.1	 	Power of Attorney (incorporated by reference to the signature page of this Annual Report)	
31.1	 	Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934	
31.2	 	Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934	
32.1	 	Certification 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	

(1)
Incorporated by reference herein to the exhibits to the Company's Quarterly Report on Form 10-Q filed March 9, 2007 (File No. 001-33261).

(2)
Incorporated by reference herein to the exhibits to the Company's Registration Statement on Form S-1 (File No. 333-137658).

(3)
Incorporated by reference to the exhibits to the Company's Form 8-K filed on October 5, 2011 (File No. 001-33261).

(4)
Incorporated by reference herein to the exhibits to the Company's Current Report on Form 8-K filed July 28, 2010 (File No. 001-33261).

(5)
Incorporated by reference herein to the exhibits on the Company's Annual Report on Form 10-K filed June 29, 2007 (File No. 001-33261).

(6)
Incorporated by reference herein to the exhibits to the Company's Annual Report on Form 10-K filed June 26, 2008 (File No. 001-33261).

(7)
Incorporated by reference herein to the exhibits to the Company's Quarterly Report on Form 10-Q filed March 5, 2014 (File No. 001-33261).

(8)
Incorporated by reference herein to the exhibits to the Company's Quarterly Report on Form 10-Q filed March 10, 2010 (File No. 001-33261).

(9)
Incorporated by reference herein to the exhibits to the Company's Quarterly Report on Form 10-Q filed December 6, 2007 (File No. 001-33261).

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(10)
Incorporated by reference herein to the exhibits to the Company's Quarterly Report on Form 10-Q filed March 4, 2008 (File No. 001-33261).

(11)
Incorporated by reference herein to the exhibits on the Company's Annual Report on Form 10-K filed June 24, 2009 (File No. 001-33261).

(12)
Incorporated by reference herein to the exhibits to the Company's Current Report on Form 8-K filed December 22, 2009 (File No. 001-33261).

(13)
Incorporated by reference herein to the exhibits on the Company's Annual Report on Form 10-K filed June 26, 2013 (File No. 001-33261).

(14)
Incorporated by reference herein to the exhibits to the Company's Quarterly Report on Form 10-Q filed September 10, 2008 (File No. 001-33261).

(15)
Incorporated by reference herein to the exhibits to the Company's Annual Report on Form 10-K filed on June 21, 2011 (File No. 001-33261).

(16)
Incorporated by reference herein to the exhibits to the Company's Quarterly Report on Form 10-Q filed November 27, 2013 (File No. 001-33261).

(17)
Incorporated by reference herein to the exhibits to the Company's Annual Report on Form 10-K filed July 9, 2014 (File No. 001-33261).

(18)
Incorporated by reference herein to the exhibits to the Company's Current Report on Form 8-K filed February 5, 2015 (File No. 001-33261).

†
Confidential treatment has been granted for portions of this exhibit.

#
Indicates management contract or compensatory plan.

(c)
Not applicable.

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SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) 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.
 	 	 	 	 	
 	 	AEROVIRONMENT, INC.	

Date: June 30, 2015	

 	
/s/ TIMOTHY E. CONVER  	

 	
 	 	By:	 	Timothy E. Conver	
 	 	Its:	 	Chairman, Chief Executive Officer and President (Principal Executive Officer)

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each of the persons whose signature appears below hereby constitutes and appoints Timothy E. Conver and Teresa Covington, each of them acting individually, as his attorney-in-fact, each with full power of substitution, for him in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming our signatures as they may be signed by our said attorney-in-fact and any and all amendments to this Annual Report on Form 10-K.

        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
 	 	 	 	 	
Name	 	Title	 	Date	

 	

 	
/s/ TIMOTHY E. CONVER

Timothy E. Conver	 	Chairman, President and Chief
Executive Officer and Director
(Principal Executive Officer)	 	June 30, 2015	
/s/ TERESA COVINGTON

Teresa Covington	 	Chief Financial Officer (Principal
Financial and Accounting Officer)
    	 	June 30, 2015	
/s/ EDWARD R. MULLER

Edward R. Muller	 	Director	 	June 30, 2015	
/s/ ARNOLD L. FISHMAN

Arnold L. Fishman	 	Director	 	June 30, 2015	
/s/ STEPHEN F. PAGE

Stephen F. Page	 	Director	 	June 30, 2015	
112

Table of Contents
 	 	 	 	 	
Name	 	Title	 	Date	

 	

 	
/s/ CHARLES R. HOLLAND

Charles R. Holland	 	Director	 	June 30, 2015	
/s/ CHARLES T. BURBAGE

Charles T. Burbage	 	Director	 	June 30, 2015	
113

Exhibit 3.3

 

 

THIRD AMENDED AND RESTATED
 
BYLAWS
 
OF
 
AEROVIRONMENT, INC.

 
TABLE OF CONTENTS
 
 	 	PAGE	
 	 	 	
ARTICLE I. OFFICES	3	
 	 	 	
Section 1.	REGISTERED OFFICES	3	
Section 2.	OTHER OFFICES	3	
 	 	 	
ARTICLE II. MEETINGS OF STOCKHOLDERS	3	
 	 	 	
Section 1.	PLACE OF MEETINGS	3	
Section 2.	ANNUAL MEETING OF STOCKHOLDERS	3	
Section 3.	QUORUM; ADJOURNED MEETINGS AND NOTICE THEREOF	3	
Section 4.	VOTING	3	
Section 5.	PROXIES	4	
Section 6.	SPECIAL MEETINGS	4	
Section 7.	NOTICE OF STOCKHOLDERS’ MEETINGS	4	
Section 8.	FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD	4	
Section 9.	NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS	5	
Section 10.	MAINTENANCE AND INSPECTION OF STOCKHOLDER LIST	10	
Section 11.	STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING	10	
 	 	 	
ARTICLE III. DIRECTORS	10	
 	 	 	
Section 1.	THE NUMBER OF DIRECTORS	10	
Section 2.	VACANCIES	11	
Section 3.	POWERS	11	
Section 4.	PLACE OF DIRECTORS’ MEETINGS	11	
Section 5.	REGULAR MEETINGS	11	
Section 6.	SPECIAL MEETINGS	11	
Section 7.	QUORUM	11	
Section 8.	ACTION WITHOUT MEETING	12	
Section 9.	TELEPHONIC MEETINGS	12	
Section 10.	BOARD LEADERSHIP	12	
Section 11.	COMMITTEES OF DIRECTORS	12	
Section 12.	MINUTES OF COMMITTEE MEETINGS	13	
Section 13.	COMPENSATION OF DIRECTORS	13	
 	 	 	
ARTICLE IV. OFFICERS	13	
 	 	 	
Section 1.	OFFICERS	13	
 
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Section 2.	ELECTION OF OFFICERS	13	
Section 3.	SUBORDINATE OFFICERS	13	
Section 4.	COMPENSATION OF OFFICERS	13	
Section 5.	TERM OF OFFICE; REMOVAL AND VACANCIES	14	
Section 6.	POWERS AND DUTIES OF OFFICERS	14	
 	 	 	
ARTICLE V. INDEMNIFICATION OF EMPLOYEES AND AGENTS	14	
 	 	 	
ARTICLE VI. CERTIFICATES OF STOCK	14	
 	 	 	
Section 1.	FORM AND EXECUTION OF CERTIFICATES	14	
Section 2.	SIGNATURES ON CERTIFICATES	14	
Section 3.	STATEMENT OF STOCK RIGHTS, PREFERENCES, PRIVILEGES	14	
Section 4.	LOST CERTIFICATES	15	
Section 5.	TRANSFERS OF STOCK	15	
Section 6.	REGISTERED STOCKHOLDERS	15	
 	 	 	
ARTICLE VII. GENERAL PROVISIONS	15	
 	 	 	
Section 1.	CHECKS	15	
Section 2.	FISCAL YEAR	15	
Section 3.	CORPORATE SEAL	15	
Section 4.	MANNER OF GIVING NOTICE	16	
Section 5.	WAIVER OF NOTICE	16	
 	 	 	
ARTICLE VIII. AMENDMENTS	16	
 
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THIRD AMENDED AND RESTATED
BYLAWS
OF
AEROVIRONMENT, INC.
 
ARTICLE I.
OFFICES
 
Section 1.                               REGISTERED OFFICES.  The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.
 
Section 2.                               OTHER OFFICES.  The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors (the “Board”) may from time to time determine or the business of the corporation may require.
 
ARTICLE II.
MEETINGS OF STOCKHOLDERS
 
Section 1.                               PLACE OF MEETINGS.  Meetings of stockholders shall be held at any place within or outside the State of Delaware designated by the Board. In the absence of any such designation, stockholders’ meetings shall be held at the principal executive office of the corporation.
 
Section 2.                               ANNUAL MEETING OF STOCKHOLDERS.  The annual meeting of stockholders shall be held each year on a date and time designated by the Board. At each annual meeting directors shall be elected, and any other proper business may be transacted.
 
Section 3.                               QUORUM; ADJOURNED MEETINGS AND NOTICE THEREOF.  A majority of the stock issued and outstanding and entitled to vote at any meeting of stockholders, the holders of which are present in person or represented by proxy, shall constitute a quorum for the transaction of business except as otherwise provided by law, by the Certificate of Incorporation or by these Bylaws. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum, and the votes present may continue to transact business until adjournment. If, however, such quorum shall not be present or represented at any meeting of the stockholders, a majority of the voting stock represented in person or by proxy may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote thereat.
 
Section 4.                               VOTING.  When a quorum is present at any meeting, in all matters other than the election of directors, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy and entitled to vote on a particular question shall decide such question brought before such meeting, unless the question is one upon which by express provision of the statutes, the Certificate of Incorporation or these Bylaws, a different
 
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vote is required in which case such express provision shall govern and control the decision of such question. Directors shall be elected by a plurality of the votes of the stock present in person or represented by proxy at the meeting and entitled to vote on the election of directors.
 
Section 5.                               PROXIES.  At each meeting of the stockholders, each stockholder having the right to vote may vote in person or may authorize another person or persons to act for him or her by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three years prior to said meeting, unless said instrument provides for a longer period. All proxies must be filed with the Secretary of the corporation at the beginning of each meeting in order to be counted in any vote at the meeting.  Each stockholder shall have one vote for each share of stock having voting power, registered in his name on the books of the corporation on the record date set by the Board as provided in Article II, Section 8 hereof.
 
Section 6.                               SPECIAL MEETINGS. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the Chairman of the Board or the Chief Executive Officer and shall be called by the Chief Executive Officer or the Secretary at the request in writing of a majority of the members of the Board. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.
 
Section 7.                               NOTICE OF STOCKHOLDERS’ MEETINGS.  Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given, which notice shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. The written notice of any meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting. If mailed, notice is deemed given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation.
 
Section 8.                               FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD.  In order that the corporation may determine the stockholders entitled to notice of, or to vote at, any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date: (a) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting; and (b) in the case of any other action, shall not be more than sixty days prior to such other action. If no record date is fixed: (i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; and (ii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of, or to vote at, a meeting of stockholders shall apply to
 
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any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.
 
Section 9.                               NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.
 
(a)                              Annual Meetings.
 
(i)                                 Nominations of persons for election to the Board of the corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders (A) pursuant to the corporation’s notice of meeting (or any supplement thereto), (B) by or at the direction of the Board or (C) by any stockholder of the corporation who (I) was a stockholder of record (and, with respect to any beneficial owner, if different, on whose behalf such nomination or business is proposed, only if such beneficial owner was the beneficial owner of shares of the corporation) both at the time the notice provided for in this Section 9 is given to the Secretary of the corporation and at the time of the meeting, (II) is entitled to vote at the meeting and (III) has complied with this Section 9 as to such nomination or other business.  Except for proposals properly made in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (as so amended and inclusive of such rules and regulations, the “Exchange Act”), and included in the notice of meeting given by or at the direction of the Board, the foregoing clause (C) shall be the exclusive means for a stockholder to propose business to be considered or to propose any nominations of persons for election to the Board of the corporation at an annual meeting of the stockholders.
 
(ii)                             For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (C) of paragraph (a)(i) of this Section 9, the stockholder must have given timely notice thereof in writing and in proper form to the Secretary of the corporation and must provide any updates or supplements to such notice at the times and in the forms required by this Section 9. To be timely, a stockholder’s notice must be delivered to, or mailed and received by, the Secretary at the principal executive offices of the corporation not later than the close of business on the ninetieth day nor earlier than the close of business on the one hundred twentieth day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than thirty days before or more than sixty days after such anniversary date, notice by the stockholder to be timely must be so delivered, or mailed and received, not earlier than the close of business on the one hundred twentieth day prior to such annual meeting and not later than the close of business on the later of the ninetieth day prior to such annual meeting or the tenth day following the earlier of (A) the day on which notice of the meeting was mailed or (B) the date public announcement of the date of such meeting is first made by the corporation (such notice within such time periods, “Timely Notice”). In no event shall any adjournment or postponement of an annual meeting or the public announcement thereof commence a new time period (or extend any time period) for the giving of Timely Notice as described above.
 
(iii)                         To be in proper form for purposes of this Section 9, a stockholder’s notice to the Secretary with respect to proposals of business shall set forth:
 
(A)                         As to each Proposing Person (as defined below), (I) the name and address of such Proposing Person (including, if applicable, the name and address that
 
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appear on the corporation’s books and records); and (II) the class or series and number of shares of the corporation that are, directly or indirectly, owned of record or beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) by such Proposing Person, except that such Proposing Person shall in all events be deemed to beneficially own any shares of any class or series of the corporation as to which such Proposing Person has a right to acquire beneficial ownership at any time in the future (the disclosures to be made pursuant to the foregoing clauses (I) and (II) are referred to as “Stockholder Information”);
 
(B)                          As to each Proposing Person, (I) any derivative, swap or other transaction or series of transactions engaged in, directly or indirectly, by such Proposing Person, the purpose or effect of which is to give such Proposing Person economic risk similar to ownership of shares of any class or series of the corporation, including due to the fact that the value of such derivative, swap or other transactions are determined by reference to the price, value or volatility of any shares of any class or series of the corporation, or which derivative, swap or other transactions provide, directly or indirectly, the opportunity to profit from any increase in the price or value of shares of any class or series of the corporation (“Synthetic Equity Interests”), which Synthetic Equity Interests shall be disclosed without regard to whether (x) the derivative, swap or other transactions convey any voting rights in such shares to such Proposing Person, (y) the derivative, swap or other transactions are required to be, or are capable of being, settled through delivery of such shares or (z) such Proposing Person may have entered into other transactions that hedge or mitigate the economic effect of such derivative, swap or other transactions, (II) any proxy (other than a revocable proxy or consent given in response to a solicitation made pursuant to, and in accordance with, Section 14(a) of the Exchange Act by way of a solicitation statement filed on Schedule 14A), agreement, arrangement, understanding or relationship pursuant to which such Proposing Person has or shares a right to vote any shares of any class or series of the corporation, (III) any agreement, arrangement, understanding or relationship, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, engaged in, directly or indirectly, by such Proposing Person, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of shares of any class or series of the corporation by, manage the risk of share price changes for, or increase or decrease the voting power of, such Proposing Person with respect to the shares of any class or series of the corporation, or which provides, directly or indirectly, the opportunity to profit from any decrease in the price or value of the shares of any class or series of the corporation (“Short Interests”), (IV) any rights to dividends on the shares of any class or series of the corporation owned beneficially by such Proposing Person that are separated or separable from the underlying shares of the corporation, (V) any performance related fees (other than an asset based fee) that such Proposing Person is entitled to based on any increase or decrease in the price or value of shares of any class or series of the corporation, or any Synthetic Equity Interests or Short Interests, if any, and (VI) any other information relating to such Proposing Person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies or consents by such Proposing Person with respect to the election of directors at the meeting pursuant to Section 14(a) of the Exchange Act (the disclosures to be made pursuant to the foregoing clauses (I) through (VI) are referred to as “Disclosable Interests”); provided, however, that Disclosable Interests shall not include any such disclosures with respect to the ordinary course business activities of any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the
 
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stockholder directed to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner; and
 
(C)                          As to each item of business that the stockholder proposes to bring before the annual meeting, (I) a reasonably brief description of the business desired to be brought before the annual meeting, the reasons for conducting such business at the annual meeting and any material interest in such business of each Proposing Person, (II) the text of the proposal or business (including the text of any resolutions proposed for consideration), and (III) a reasonably detailed description of all agreements, arrangements and understandings (x) between or among any of the Proposing Persons or (y) between or among any Proposing Person and any other person or entity (including their names) in connection with the proposal of such business by such stockholder.
 
For purposes of this Section 9, the term “Proposing Person” shall mean (i) the stockholder providing the notice of business proposed to be brought before an annual meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the business proposed to be brought before the annual meeting is made, and (iii) any affiliate or associate (each within the meaning of Rule 12b-2 under the Exchange Act for purposes of these Bylaws) of such stockholder or beneficial owner.
 
(iv)                         To be in proper form for purposes of this Section 9, a stockholder’s notice to the Secretary with respect to nominations of persons for election to the Board of the corporation shall set forth:
 
(A)                         As to each Nominating Person (as defined below), the Stockholder Information (as defined in Section 9(a)(iii)(A), except that for purposes of this Section 9(a)(iv) the term “Nominating Person” shall be substituted for the term “Proposing Person” in all places it appears in Section 9(a)(iii)(A));
 
(B)                          As to each Nominating Person, any Disclosable Interests (as defined in Section 9(a)(iii)(B), except that for purposes of this Section 9(a)(iv) the term “Nominating Person” shall be substituted for the term “Proposing Person” in all places it appears in Section 9(a)(iii)(B) and the disclosure in clause (VI) of Section 9(a)(iii)(B) shall be made with respect to the election of directors at the meeting);
 
(C)                          As to each person whom a Nominating Person proposes to nominate for election as a director, (I) all information with respect to such proposed nominee that would be required to be set forth in a stockholder’s notice pursuant to this Section 9 if such proposed nominee were a Nominating Person, (II) all information relating to such proposed nominee that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14(a) under the Exchange Act (including such proposed nominee’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected), (III) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among any Nominating Person, on the one hand, and each proposed nominee, his or her respective affiliates and associates, on the other hand, including, without
 
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limitation, all information that would be required to be disclosed pursuant to Item 404 under Regulation S-K if such Nominating Person were the “registrant” for purposes of such rule and the proposed nominee were a director or executive officer of such registrant (the disclosures to be made pursuant to the foregoing clauses (I) through (III) are referred to as “Nominee Information”), and (IV) a completed and signed questionnaire, representation and agreement as provided in Section 9(c)(iii); and
 
(D)                         The corporation may require any proposed nominee to furnish such other information (I) as may reasonably be required by the corporation to determine the eligibility of such proposed nominee to serve as an independent director of the corporation in accordance with the corporation’s Corporate Governance Guidelines or (II) that could be material to a reasonable stockholder’s understanding of the independence or lack of independence of such proposed nominee.
 
For purposes of this Section 9, the term “Nominating Person” shall mean (i) the stockholder providing the notice of the nomination proposed to be made at the meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the nomination proposed to be made at the meeting is made and (iii) any affiliate or associate of such stockholder or beneficial owner.
 
(b)                             Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the corporation’s notice of meeting. Nominations of persons for election to the Board may be made at a special meeting of stockholders at which directors are to be elected pursuant to the corporation’s notice of meeting (i) by or at the direction of the Board or (ii) provided that the Board has determined that directors shall be elected at such meeting, by any stockholder of the corporation who (A) was a stockholder of record (and, with respect to any beneficial owner, if different, on whose behalf such business is proposed, only if such beneficial owner was the beneficial owner of shares of the corporation) both at the time the notice provided for in this Section 9 is given to the Secretary of the corporation and at the time of the meeting, (B) is entitled to vote at the meeting and (C) has complied with this paragraph (b) and paragraph (a)(iv) (including the procedures to update and supplement such notice) of this Section 9 as to such nominations. In the event the corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board, any such stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the corporation’s notice of meeting, if (x) the stockholder’s notice required shall be delivered to the Secretary at the principal executive offices of the corporation not earlier than the close of business on the one hundred twentieth day prior to such special meeting and not later than the close of business on the later of (i) the ninetieth day prior to such special meeting or (ii) the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting, (y) such stockholder’s notice includes the information required to be provided in paragraph (a)(iv) of this Section 9 and (z) such stockholder shall have provided any updates or supplements to such notice at the times and in the forms required by this Section 9. In no event shall any adjournment or postponement of a special meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. For the avoidance of doubt, for a stockholder to bring nominations before a
 
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special meeting of stockholders, such stockholder must comply with the notice and other procedures set forth in this Section 9 and this shall be the exclusive means for a stockholder to bring such nominations properly before a special meeting.
 
(c)                              General.  (i)                   Only such persons who are nominated in accordance with the procedures set forth in this Section 9 shall be eligible to be elected at an annual or special meeting of stockholders of the corporation to serve as directors, and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 9. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, the chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 9 and, if such proposed nomination or business is deemed not to have been properly made, to declare that such nomination or proposal has not been properly brought before the meeting and shall be disregarded and declared to be out of order, notwithstanding that proxies in respect of such vote may have been received by the corporation.
 
(ii)                             A stockholder providing notice of any nomination proposed to be made or business to be considered at a meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 9 shall be true and correct as of the record date for the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the corporation not later than five (5) business days after the record date for the meeting (in the case of the update and supplement required to be made as of the record date), and not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof).
 
(iii)                         To be eligible to be a nominee for election as a director of the corporation, the proposed nominee must deliver (in accordance with the time periods prescribed for delivery of notice under this Section 9) to the Secretary at the principal executive office of the corporation a written questionnaire with respect to the background and qualification of such proposed nominee (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (in form provided by the Secretary upon written request) that such proposed nominee (A) is not and will not become a party to (I) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such proposed nominee, if elected as a director of the corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the corporation or (II) any Voting Commitment that could limit or interfere with such proposed nominee’s ability to comply, if elected as a director of the corporation, with such proposed nominee’s duties under applicable law, (B) is not, and will not become a party to, any agreement, arrangement or understanding with any person or entity other than the corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to the corporation and (C) in such
 
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proposed nominee’s individual capacity and on behalf of the stockholder (or the beneficial owner, if different) on whose behalf the nomination is made, would be in compliance, if elected as a director of the corporation, and will comply with applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the corporation.
 
(iv)                         For purposes of this Section 9, “public announcement” shall include disclosure in a press release reported by PRNewswire, Business Wire, the Dow Jones News Service, Associated Press or comparable national news or wire service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
 
(v)                             Notwithstanding the foregoing provisions of this Section 9, a stockholder shall also comply with all applicable requirements of the Exchange Act with respect to the matters set forth in this Section 9. This Section 9 is expressly intended to apply to any business proposed to be brought before a meeting of stockholders other than any proposal made pursuant to Rule 14a-8 under the Exchange Act.  Nothing in this Section 9 shall be deemed to affect any rights (A) of stockholders to request inclusion of proposals in the corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (B) of the holders of any series of preferred stock of the corporation to elect directors pursuant to any applicable provisions of the Certificate of Incorporation.
 
Section 10.                                   MAINTENANCE AND INSPECTION OF STOCKHOLDER LIST.  The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.
 
Section 11.                                   STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may not be taken without a meeting.
 
ARTICLE III.
DIRECTORS
 
Section 1.                                           THE NUMBER OF DIRECTORS.  The number of directors which shall constitute the whole Board shall be not less than three nor more than thirteen. The actual number of directors shall be fixed from time to time solely by resolution adopted by the affirmative vote of a majority of the directors. The directors need not be stockholders. The directors shall be
 
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elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified; provided, however, that unless otherwise restricted by the Certificate of Incorporation or by law, any director or the entire Board may be removed, for cause, from the Board at any meeting of stockholders by not less than 66 2/3% of the outstanding stock of the corporation.
 
Section 2.                                           VACANCIES.  Vacancies on the Board by reason of death, resignation, retirement, disqualification, removal from office or otherwise, and newly created directorships resulting from any increase in the authorized number of directors may be filled solely by a vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and each director so elected shall hold office for a term that shall coincide with the remaining term of the class to which such director shall have been elected. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole Board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.
 
Section 3.                                           POWERS.  The property and business of the corporation shall be managed by or under the direction of its Board. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute, by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.
 
Section 4.                                           PLACE OF DIRECTORS’ MEETINGS.  The directors may hold their meetings, have one or more offices and keep the books of the corporation outside of the State of Delaware.
 
Section 5.                                           REGULAR MEETINGS.  Regular meetings of the Board may be held without notice at such time and place as shall from time to time be determined by the Board.
 
Section 6.                                           SPECIAL MEETINGS.  Special meetings of the Board may be called by the Chairman of the Board or the President on forty-eight hours’ notice to each director, either personally, by mail, electronic mail or by telegram; special meetings shall be called by the President or the Secretary in like manner and on like notice on the written request of two directors, unless the Board consists of only one director, in which case special meetings shall be called by the President or Secretary in like manner or on like notice on the written request of the sole director.
 
Section 7.                                           QUORUM.  At all meetings of the Board a majority of the authorized number of directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the vote of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by statute, by the Certificate of Incorporation or by these Bylaws. If a quorum shall not be present at any meeting of the Board, the directors present thereat may adjourn the meeting from time to
 
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time, without notice other than announcement at the meeting, until a quorum shall be present. If only one director is authorized, such sole director shall constitute a quorum.
 
Section 8.                                           ACTION WITHOUT MEETING.  Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.
 
Section 9.                                           TELEPHONIC MEETINGS.  Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.
 
Section 10.                                   BOARD LEADERSHIP.
 
(a)                                        Chairman of the Board.  The Board shall annually elect one of its members to serve as Chairman of the Board and shall fill any vacancy in the position at such time and in such manner as the Board shall determine.  The Chairman of the Board shall preside, when present, over all meetings of the stockholders and of the Board, other than meetings of the independent directors, which shall be presided over by the Lead Independent Director. The Chairman of the Board shall have such other duties and powers as set forth in these Bylaws or as may from time to time be assigned or required by the Board.
 
(b)                                       Lead Independent Director.  The Board shall annually designate an independent director to serve as the Lead Independent Director on the Board and shall fill any vacancy in the position of Lead Independent Director, when applicable, at such time and in such manner as the independent directors of the Board shall determine, provided that the Lead Independent Director may only be selected from among the independent directors.  The Lead Independent Director shall serve at the pleasure of the Board and may be removed by the Board at any time with or without cause.  The Lead Independent Director shall preside, when present, at all meetings of the stockholders and of the Board at which the Chairman of the Board is not present and at all meetings of the independent directors of the Board.  The Lead Independent Director shall have such other powers and perform such other duties as the Board may from time to time delegate.
 
Section 11.                                   COMMITTEES OF DIRECTORS. The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each such committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have
 
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and may exercise all the powers and authority of the Board in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the Bylaws of the corporation; and, unless the resolution or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.
 
Section 12.                                   MINUTES OF COMMITTEE MEETINGS.  Each committee shall keep regular minutes of its meetings and report the same to the Board when required.
 
Section 13.                                   COMPENSATION OF DIRECTORS.  Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board and may be paid a fixed sum for attendance at each meeting of the Board or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.
 
ARTICLE IV.
OFFICERS
 
Section 1.                                           OFFICERS. The officers of this corporation shall be chosen by the Board and shall include a Chief Executive Officer, President, a Secretary and a Chief Financial Officer or Treasurer. The corporation may also have at the discretion of the Board such other officers as are desired, including one or more Vice Presidents, one or more Assistant Secretaries and Assistant Treasurers and such other officers as may be appointed in accordance with the provisions of Section 3 hereof. In the event there are two or more Vice Presidents, then one or more may be designated as Executive Vice President, Senior Vice President or other similar or dissimilar title. At the time of the election of officers, the directors may by resolution determine the order of their rank. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these Bylaws otherwise provide.
 
Section 2.                                           ELECTION OF OFFICERS.  The Board, at its first meeting after each annual meeting of stockholders, shall choose the officers of the corporation.
 
Section 3.                                           SUBORDINATE OFFICERS.  The Board may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.
 
Section 4.                                           COMPENSATION OF OFFICERS.  The salaries of all executive officers (within the meaning of Rule 3b-7 under the Exchange Act) and agents of the corporation shall be fixed by the Board.
 
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Section 5.                                           TERM OF OFFICE; REMOVAL AND VACANCIES.  The officers of the corporation shall hold office until their successors are chosen and qualify in their stead. Any officer elected or appointed by the Board may be removed at any time by the affirmative vote of a majority of the Board. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the Board.
 
Section 6.                                           POWERS AND DUTIES OF OFFICERS.  The officers of the corporation shall have such powers and duties in the management of the corporation as may be prescribed in a resolution by the Board and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board.
 
ARTICLE V.
INDEMNIFICATION OF EMPLOYEES AND AGENTS
 
The corporation may indemnify every person who is or was a party or is or was threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was an employee or agent of the corporation or, while an employee or agent of the corporation, is or was serving at the request of the corporation as an employee or agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including counsel fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding, to the extent permitted by applicable law.
 
ARTICLE VI.
CERTIFICATES OF STOCK
 
Section 1.                                           FORM AND EXECUTION OF CERTIFICATES.  Shares of the corporation’s stock may be certificated or uncertificated, as provided under Delaware law.  Certificates for the shares of stock of the corporation shall be in such form as is consistent with the Certificate of Incorporation and applicable law.  Every holder of stock of the corporation shall be entitled to have a certificate signed by, or in the name of the corporation by, the President or a Vice President and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer of the corporation, certifying the number of shares owned by such stockholder in the corporation.
 
Section 2.                                           SIGNATURES ON CERTIFICATES.  Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.
 
Section 3.                                           STATEMENT OF STOCK RIGHTS, PREFERENCES, PRIVILEGES.  If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or
 
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restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
 
Section 4.                                           LOST CERTIFICATES.  The Board may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.
 
Section 5.                                           TRANSFERS OF STOCK.  Transfers of record of shares of stock of the corporation shall be made only upon its books by the holders thereof, in person or by attorney duly authorized, and, in the case of stock represented by a certificate, upon the surrender to the corporation, or the transfer agent of the corporation, of a certificate or certificates for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer for a like number of shares.
 
Section 6.                                           REGISTERED STOCKHOLDERS.  The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except as expressly provided by the laws of the State of Delaware.
 
ARTICLE VII.
GENERAL PROVISIONS
 
Section 1.                                           CHECKS.  All checks or demands for money and notes of the corporation shall be signed by such officer or officers as the Board may from time to time designate.
 
Section 2.                                           FISCAL YEAR.  The fiscal year of the corporation shall be fixed by resolution of the Board.
 
Section 3.                                           CORPORATE SEAL.  The corporate seal shall have inscribed thereon the name of the corporation and shall be in such form as may be approved from time to time by the Board.
 
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Section 4.                                           MANNER OF GIVING NOTICE.  Whenever, under the law, the Certificate of Incorporation or these Bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail.  Notice to directors may also be given by telegram, telecopier or other means of communication permitted by law.
 
Section 5.                                           WAIVER OF NOTICE.  Whenever any notice is required to be given under the law, the Certificate of Incorporation or these Bylaws, a waiver thereof via electronic mail or in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any written waiver of notice.
 
ARTICLE VIII.
AMENDMENTS
 
These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the stockholders or by the Board in accordance with the terms of the Certificate of Incorporation. If the power to adopt, amend or repeal Bylaws is conferred upon the Board by the Certificate of Incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal Bylaws.
 
*     *     *     *     *
 
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Exhibit 10.13
 
AEROVIRONMENT, INC.
 
2006 EQUITY INCENTIVE PLAN
 
RESTRICTED STOCK AWARD GRANT NOTICE AND
RESTRICTED STOCK AWARD AGREEMENT
 
AeroVironment, Inc., a Delaware corporation (the “Company”), pursuant to its 2006 Equity Incentive Plan (the “ Plan ”), hereby grants to the individual listed below (“ Participant ”), the right to the number of shares of the Company’s Stock set forth below (the “ Shares ”).  This Restricted Stock award is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Award Agreement attached hereto as  Exhibit A  (the “ Restricted Stock Agreement ”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Restricted Stock Agreement.
 
Participant:	 	
 	 	
Grant Date:	 	
 	 	
Vesting Commencement Date:	 	
 	 	
Total Number of Shares of Restricted Stock:	 	
 	 	
Vesting Schedule:	[To be specified in individual agreements]	
 
By his or her signature, Participant agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Agreement and this Grant Notice. Participant has reviewed the Restricted Stock Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Agreement and the Plan.  Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan, this Grant Notice or the Restricted Stock Agreement. If Participant is married, his or her spouse has signed the Consent of Spouse attached to this Grant Notice as  Exhibit B .

AEROVIRONMENT, INC.	 	PARTICIPANT	
 	 	 	 	
By:	 	 	By:	 	
Print Name:	Timothy E. Conver	 	 	 	
Title:	Chief Executive Officer	 	Name:	 	
Address:	181 W. Huntington Drive, Suite 202	 	Address:	 	
 	Monrovia, CA 91016	 	 	 	

 
EXHIBIT A
 
TO RESTRICTED STOCK AWARD GRANT NOTICE
 
RESTRICTED STOCK AWARD AGREEMENT
 
Pursuant to the Restricted Stock Award Grant Notice (“Grant Notice”) to which this Restricted Stock Award Agreement (this “ Agreement ”) is attached, AeroVironment, Inc., a Delaware corporation (the “ Company ”), has granted to Participant the right to purchase the number of shares of Restricted Stock under the Company’s 2006 Equity Incentive Plan (the “ Plan ”) indicated in the Grant Notice.
 
ARTICLE I
 
GENERAL
 
1.1               Defined Terms.  Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice.
 
1.2               Incorporation of Terms of Plan.  The Shares are subject to the terms and conditions of the Plan which are incorporated herein by reference.
 
ARTICLE II
 
GRANT OF RESTRICTED STOCK
 
2.1               Grant of Restricted Stock.  Effective as of the Grant Date set forth in the Grant Notice (the “ Grant Date ”), upon the terms and conditions set forth in the Plan and this Agreement, the Company irrevocably grants to Participant the number of shares of Stock set forth in the Grant Notice (the “ Shares ”), in consideration of Participant’s employment with or service to the Company or any Subsidiary thereof on or before the Grant Date, for which the Committee has determined Participant has not been fully compensated, and the Committee has determined that the benefit received by the Company as a result of such employment or service has a value that exceeds the aggregate par value of the Shares, which Shares, when issued in accordance with the terms hereof, shall be fully paid and nonassessable.
 
2.2               Issuance of Shares.  On the Grant Date, the Company shall issue the Shares to Participant and shall (a) cause a stock certificate or certificates representing the Shares to be registered in the name of Participant, or (b) cause such Shares to be issued in uncertificated form, with such Shares recorded in the name of Holder in the books and records of the Company’s transfer agent, with appropriate notations regarding the restrictions imposed pursuant to this Agreement.  If a stock certificate is issued, it shall be delivered to and held in custody by the Company pursuant to Section 3.6 below and shall bear the restrictive legends required by Section 4.4 below.  If the Shares are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement.
 
2.3               Conditions to Issuance of Stock Certificates.  The Shares, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company.  Such Shares shall be fully paid and nonassessable.  The Company shall not be required to issue or deliver any Shares prior to fulfillment of all of the following conditions:
 
(a)                              The admission of such Shares to listing on all stock exchanges on which such Stock is then listed; and
 
Form Effective 06.17.09
 
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(b)                             The completion of any registration or other qualification of such shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable; and
 
(c)                              The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and
 
(d)                             The receipt by the Company of full payment for such shares, including payment of all amounts which, under federal, state, local or foreign tax law, the Company (or other employer corporation) is required to withhold upon issuance of such Shares; and
 
(e)                              The lapse of such reasonable period of time following the Grant Date as the Committee may from time to time establish for reasons of administrative convenience.
 
2.4               Rights as Stockholder.  Except as otherwise provided herein, upon issuance of the Shares by the Company, Participant shall have all the rights of a stockholder with respect to the Shares, subject to the restrictions herein, including the right to vote the Shares and to receive all dividends or other distributions paid or made with respect to the Shares;  provided, however,  that any and all cash dividends paid on such Shares and any and all shares of Stock, capital stock or other securities received by or distributed to Participant with respect to the Shares as a result of any stock dividend, stock split, reverse stock split, recapitalization, combination, reclassification, or similar change in the capital structure of the Company shall also be subject to the Forfeiture Restriction (as defined in Section 3.1 below) and the restrictions on transfer in Section 3.4 below until such restrictions on the underlying Shares lapse or are removed pursuant to this Agreement and shall be held by the Company pursuant to Section 3.6 pending the removal of such restrictions.
 
2.5               Consideration to the Company.  In consideration of the issuance of the Shares by the Company, Participant agrees to render faithful and efficient services to the Company or any Subsidiary.  Nothing in the Plan or this Agreement shall confer upon Participant any right to (a) continue in the employ of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which are hereby expressly reserved, to discharge Participant, if Participant is an Employee, or (b) continue to provide services to the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company or its Subsidiaries, which are hereby expressly reserved, to terminate the services of Participant, if Participant is a consultant, at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between the Company, a Subsidiary and Participant, or (c) continue to serve as a member of the Board or shall interfere with or restrict in any way the rights of the Company, which are hereby expressly reserved, to discharge Participant in accordance with the Company’s Bylaws.
 
ARTICLE III
 
RESTRICTIONS ON SHARES
 
3.1               Forfeiture Restriction.  Subject to the provisions of Section 3.2 below, if Participant has a Termination of Service (as defined below), all of the Unreleased Shares (as defined below) shall thereupon be forfeited immediately and without any further action of the Company (the “ Forfeiture Restriction ”).  Upon the occurrence of such a forfeiture, the Company shall become the legal and beneficial owner of the Unreleased Shares and all rights and interests therein or relating thereto, and the
 
Form Effective 06.17.09
 
A-2

 
Company shall have the right to retain and transfer to its own name the number of Unreleased Shares being forfeited by Participant.  In the event any of the Shares are forfeited pursuant to this Section 3.1, any dividends or other distributions paid on such Shares and held by the Company shall be retained by the Company.  Participant hereby authorizes and directs the Secretary of the Company, or such other person designated by the Committee, to transfer the Unreleased Shares which have been forfeited pursuant to this Section 3.1 from Participant to the Company.
 
3.2               Release of Shares from Forfeiture Restriction.  Subject to Section 3.1 above, the Shares shall be released from the Forfeiture Restriction as indicated in the Grant Notice.  Any of the Shares released from the Forfeiture Restriction shall thereupon be released from the restrictions on transfer under Section 3.4.  In the event any of the Shares are released from the Forfeiture Restriction, any dividends or other distributions paid on such Shares and held by the Company pursuant to Section 2.4 shall be promptly paid by the Company to Participant.  As soon as administratively practicable following the release of any Shares from the Forfeiture Restriction, the Company shall, as applicable, either deliver to Participant the certificate or certificates representing such Shares in the Company’s possession belonging to Participant, or, if the Shares are held in uncertificated form, then the Company shall remove the notations on any such Shares.  Participant (or the beneficiary or personal representative of Participant in the event of Participant’s death or incapacity, as the case may be) shall deliver to the Company any representations or other documents or assurances as the Company or its representatives deem necessary or advisable in connection with any such delivery.
 
3.3               Unreleased Shares.  Any of the Shares which, from time to time, have not yet been released from the Forfeiture Restriction are referred to herein as “ Unreleased Shares .”
 
3.4               Restrictions on Transfer.
 
(a)                              Subject to forfeiture to the Company pursuant to Section 3.1 and Section 3.4(b), no Unreleased Shares or any dividends or other distributions thereon or any interest or right therein or part thereof, shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to sale or other disposition by Participant or his or her successors in interest by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such sale or other disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted sale or other disposition thereof shall be null and void and of no effect.
 
(b)                             Notwithstanding any other provision in this Agreement, with the consent of the Committee, the Unreleased Shares may be transferred to certain persons or entities related to the Participant, including but not limited to members of the Participant’s family, charitable institutions or trusts or other entities whose beneficiaries or beneficial owners are members of the Participant’s family or to such other persons or entities as may be expressly approved by the Committee (each a “ Permitted Transferee ”), pursuant to such conditions and procedures as the Committee may require.  Any permitted transfer will be subject to the condition that the Committee receive evidence satisfactory to it that the transfer is being made for estate and/or tax planning purposes (or to a “blind trust” in connection with the Participant’s Termination of Service with the Company or a Subsidiary to assume a position with a governmental, charitable, educational or similar non-profit institution) and on a basis consistent with the Company’s lawful issue of securities.
 
3.5                           Definition of Termination of Service.  For purposes of this Agreement, “Termination of Service ” means the time when the service relationship (whether as an Employee, member of the Board or a consultant) between Participant and the Company or any Subsidiary is terminated for any reason, with or without cause, including, but not by way of limitation, a termination by resignation, discharge, death or
 
Form Effective 06.17.09
 
A-3

 
Disability; but excluding (a) a termination where there is a simultaneous reemployment or continuing employment or consultancy of Participant by the Company or any Subsidiary or a “parent corporation” of the Company (within the meaning of Section 424 of the Code), (b) at the discretion of the Committee, a termination which results in a temporary severance of the employee-employer relationship, and (c) a termination which is followed by the simultaneous establishment of a consulting relationship by the Company or a Subsidiary with a former Employee.  The Committee, in its absolute discretion, shall determine the effect of all matters and questions relating to Termination of Service for the purposes of this Agreement, and all questions of whether a particular leave of absence for a Participant who is an Employee of the Company or any of its Subsidiaries constitutes a Termination of Service.  Notwithstanding any other provision of the Plan or this Agreement, the Company or any Subsidiary has an absolute and unrestricted right to terminate Participant’s employment and/or consultancy at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.
 
3.6               Escrow.  The Secretary of the Company, or such other escrow holder as the Committee may appoint, may retain physical custody of the certificates, if any, representing the Shares (and any dividends or other distributions paid on such Shares) until all of the restrictions imposed pursuant to this Agreement lapse or shall have been removed.  In such event, Participant shall not retain physical custody of any certificates representing Unreleased Shares (as defined above) issued to Participant (or any dividends or other distributions paid on such Shares).  Participant, by acceptance of this Award, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased Shares (and any dividends or other distributions paid on such Shares) to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer.  The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment.
 
ARTICLE IV
 
OTHER PROVISIONS
 
4.1               Adjustment for Stock Split.  In the event of any stock dividend, stock split, reverse stock split, recapitalization, combination, reclassification, or similar change in the capital structure of the Company, the Committee shall make appropriate and equitable adjustments in the Unreleased Shares subject to the Forfeiture Restriction and the number of Shares, consistent with any adjustment under Section 11.1 of the Plan.  The provisions of this Agreement shall apply, to the full extent set forth herein with respect to the Shares, to any and all shares of capital stock or other securities or other property or cash which may be issued in respect of, in exchange for, or in substitution of the Shares, and shall be appropriately adjusted for any stock dividends, splits, reverse splits, combinations, recapitalizations and the like occurring after the date hereof.
 
4.2               Taxes.
 
(a)                              Participant has reviewed with Participant’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by the Grant Notice and this Agreement.  Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.  Participant understands that Participant (and not the Company) shall be responsible for Participant’s tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.  Participant understands that Participant will recognize
 
Form Effective 06.17.09
 
A-4

 
ordinary income for federal income tax purposes under Section 83 of the Code as and when the Forfeiture Restriction lapses.  Participant understands that Participant may elect to be taxed for federal income tax purposes at the time the Shares are purchased by Participant rather than as and when the Forfeiture Restriction lapses by filing an election under Section 83(b) of the Code with the Internal Revenue Service within thirty (30) days from the date of purchase. A form of election under Section 83(b) of the Code is attached to the Grant Notice as  Exhibit C .
 
PARTICIPANT ACKNOWLEDGES THAT IT IS PARTICIPANT’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO TIMELY FILE THE ELECTION UNDER SECTION 83(b), AND THE COMPANY AND ITS REPRESENTATIVES SHALL HAVE NO OBLIGATION OR AUTHORITY TO MAKE THIS FILING ON PARTICIPANT’S BEHALF.
 
(b)                             Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to require payment (which payment may be made in cash, by deduction from other compensation payable to Participant or in any form of consideration permitted by the Plan) of any sums required by federal, state or local tax law to be withheld with respect to the issuance, lapsing of restrictions on or sale of the Shares.   The Company shall not be obligated to deliver any new certificate representing vested Shares to Participant or Participant’s beneficiary or legal representative unless and until Participant or Participant’s beneficiary or legal representative, as applicable, shall have paid or otherwise satisfied in full the amount of all federal, state and local taxes applicable to the taxable income of Participant resulting from the issuance, lapsing of restrictions on or sale of the Shares.
 
4.3               Administration.  The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules.  All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon Participant, the Company and all other interested persons.  No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, this Agreement or the Shares. In its absolute discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan and this Agreement.
 
4.4               Restrictive Legends and Stop-Transfer Orders.
 
(a)                              Any share certificate(s) evidencing the Shares issued hereunder shall be endorsed with the following legend and any other legends that may be required by state or federal securities laws:
 
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO FORFEITURE UNDER, AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH, THE TERMS AND CONDITIONS OF A RESTRICTED STOCK AWARD AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.
 
(b)                             Participant agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.
 
(c)                              The Company shall not be required: (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement, or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such shares shall have been so transferred.
 
Form Effective 06.17.09
 
A-5

 
4.5               Notices.  Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the address given beneath the signature of an authorized officer of the Company on the Grant Notice, and any notice to be given to Participant shall be addressed to Participant at the address given beneath Participant’s signature on the Grant Notice.  By a notice given pursuant to this Section 4.5, either party may hereafter designate a different address for notices to be given to that party.  Any notice shall be deemed duly given when sent via email or when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.
 
4.6               Titles.  Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
 
4.7               Construction.  This Agreement shall be administered, interpreted and enforced under the laws of the State of Delaware without regard to conflicts of laws thereof. Should any provision of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable.
 
4.8               Conformity to Securities Laws.  Participant acknowledges that the Plan is intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, and state securities laws and regulations.  Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Shares are to be issued, only in such a manner as to conform to such laws, rules and regulations.  To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.
 
4.9               Amendments.  This Agreement may not be modified, amended or terminated except by an instrument in writing, signed by Participant and by a duly authorized representative of the Company.
 
4.10       Successors and Assigns.  The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company.  Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns.
 
4.11       Entire Agreement.  The Plan, the Grant Notice and this Agreement (including all Exhibits hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.
 
Form Effective 06.17.09
 
A-6

 
EXHIBIT B
 
TO RESTRICTED STOCK AWARD GRANT NOTICE
 
CONSENT OF SPOUSE
 
I,                         , spouse of                   , have read and approve the foregoing Restricted Stock Grant Notice and Restricted Stock Award Agreement (the “ Agreement ”).  In consideration of issuing to my spouse the shares of the common stock of AeroVironment, Inc., a Delaware corporation (the “ Company ”), set forth in the Agreement, I hereby appoint my spouse as my attorney-in-fact in respect to the exercise of any rights under the Agreement and agree to be bound by the provisions of the Agreement insofar as I may have any rights in said Agreement or any shares of the common stock of the Company issued pursuant thereto under the community property laws or similar laws relating to marital property in effect in the state of our residence as of the date of the signing of the foregoing Agreement.
 
Dated:                ,       	 	
 	Signature of Spouse	
 
Form Effective 06.17.09
 
B-1

 
EXHIBIT C
 
TO RESTRICTED STOCK AWARD GRANT NOTICE
 
FORM OF 83(B) ELECTION AND INSTRUCTIONS
 
These instructions are provided to assist you if you choose to make an election under Section 83(b) of the Internal Revenue Code, as amended, with respect to the shares of common stock of AeroVironment, Inc. transferred to you.   Please consult with your personal tax advisor as to whether an election of this nature will be in your best interests in light of your personal tax situation.
 
The executed original of the Section 83(b) election must be filed with the Internal Revenue Service not later than thirty days after the date the shares were transferred to you.  PLEASE NOTE: There is no remedy for failure to file on time.  The steps outlined below should be followed to ensure the election is mailed and filed correctly and in a timely manner.  ALSO, PLEASE NOTE:  If you make the Section 83(b) election, the election is irrevocable.
 
1.                                   Complete Section 83(b) election form (attached as Attachment 1) and make four copies of the signed election form. (Your spouse, if any, should sign Section 83(b) election form as well.)
 
2.                                   Prepare the cover letter to the Internal Revenue Service (sample letter attached as Attachment 2).
 
3.                                   Send the cover letter with the originally executed Section 83(b) election form and one copy via certified mail, return receipt requested to the Internal Revenue Service at the address of the Internal Revenue Service where you file your personal tax returns.  We suggest that you have the package date-stamped at the post office.  The post office will provide you with a white certified receipt that includes a dated postmark.  Enclose a self-addressed, stamped envelope so that the Internal Revenue Service may return a date-stamped copy to you.  However, your postmarked receipt is your proof of having timely filed the Section 83(b) election if you do not receive confirmation from the Internal Revenue Service.
 
4.                                   One copy must be sent to AeroVironment, Inc. for its records and one copy must be attached to your federal income tax return for the applicable calendar year.
 
5.                                   Retain the Internal Revenue Service file stamped copy (when returned) for your records.
 
Please consult your personal tax advisor for the address of the office of the Internal Revenue Service to which you should mail your election form.
 
Form Effective 06.17.09
 
C-1

 
ATTACHMENT 1 TO EXHIBIT C
 
ELECTION UNDER INTERNAL REVENUE CODE SECTION 83(B)
 
The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in taxpayer’s gross income for the current taxable year the amount of any compensation taxable to taxpayer in connection with taxpayer’s receipt of shares (the “Shares”) of Common Stock of AeroVironment, Inc., a Delaware corporation (the “Company”).
 
1.	 	The name, address and taxpayer identification number of the undersigned taxpayer are:	

 	 	 	 	
 	 	 	 	
 	 	SSN:	 	 	
 	 	 	 	
 	 	The name, address and taxpayer identification number of the Taxpayer’s spouse are (complete if applicable):	

 	 	 	 	

 	 	SSN:	 	 	
 	 	 	
2.	 	Description of the property with respect to which the election is being made:	
 	 	 	
 	 	                                              (     ) shares of Common Stock of the Company.	
 	 	 	
3.	 	The date on which the property was transferred was                . The taxable year to which this election relates is calendar year         .	
 	 	 	
4.	 	Nature of restrictions to which the property is subject:	
 	 	 	
 	 	The Shares are subject to forfeiture if unvested as of the date of termination of employment, directorship or consultancy with the Company.	
 	 	 	
5.	 	The fair market value at the time of transfer (determined without regard to any lapse restrictions, as defined in Treasury Regulation Section 1.83-3(a)) of the Shares was $              per Share.	
 	 	 	
6.	 	The amount paid by the taxpayer for the Shares was              per share.	
 	 	 	
7.	 	A copy of this statement has been furnished to the Company.	
 
Dated:              ,       	Taxpayer Signature	 	
 
Form Effective 06.17.09
 
C-1-1

 
The undersigned spouse of Taxpayer joins in this election. (Complete if applicable).
 
Dated:               ,         	Spouse’s Signature	 	

 	 	
Signature(s) Notarized by:	 	

 	 	 	 	

Form Effective 06.17.09
 
C-1-2

 
ATTACHMENT 2 TO EXHIBIT C
 
SAMPLE COVER LETTER TO INTERNAL REVENUE SERVICE
 
                                                  ,      
 
VIA CERTIFIED MAIL
RETURN RECEIPT REQUESTED
 
Internal Revenue Service
[Address where taxpayer files returns]
 
Re:	Election under Section 83(b) of the Internal Revenue Code of 1986	
 	Taxpayer:	 	
 	Taxpayer’s Social Security Number:	 	
 	Taxpayer’s Spouse:	 	
 	Taxpayer’s Spouse’s Social Security Number:	 	

Ladies and Gentlemen:
 
Enclosed please find an original and one copy of an Election under Section 83(b) of the Internal Revenue Code of 1986, as amended, being made by the taxpayer referenced above. Please acknowledge receipt of the enclosed materials by stamping the enclosed copy of the Election and returning it to me in the self-addressed stamped envelope provided herewith.
 
 	Very truly yours,	

 	 	

Enclosures
 
cc:                             AeroVironment, Inc.
 
Form Effective 06.17.09
 
C-2-1

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Exhibit 21.1

Subsidiaries of AeroVironment, Inc.
 	 	 	
Name	 	Jurisdiction of Organization	
AeroVironment International PTE. LTD. 	 	Singapore	
AV S.r.l. Italy	 	Italy	
AV GmbH	 	Germany	
AV Massachusetts, LLC	 	Massachusetts	
AV Rhode Island, LLC	 	Rhode Island	
AILC, Inc. 	 	Delaware	
SkyTower, Inc. 	 	Delaware	
SkyTower, LLC	 	Delaware	
Regenerative Fuel Cell Systems, LLC	 	Delaware	
Charger Bicycles, LLC (50%)*	 	Delaware	
Altoy Savunma Sanayi ve Havacilik Anonim Sirketi**	 	Turkey	

*
inactive, but never officially dissolved

**
AeroVironment, Inc. has a 49% ownership interest

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Exhibit 21.1

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Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-140237) pertaining to the AeroVironment, Inc. Nonqualified Stock Option Plan, the AeroVironment, Inc. 2002 Equity Incentive Plan, and the AeroVironment, Inc. 2006 Equity Incentive Plan, as amended and restated, of our reports dated June 30, 2015, with respect to the consolidated financial statements and schedule of AeroVironment, Inc. and subsidiaries and the effectiveness of internal control over financial reporting of AeroVironment, Inc. and subsidiaries included in this Annual Report (Form 10-K) for the year ended April 30, 2015.
 	 	 	
 	 	/s/ Ernst & Young LLP	
Los Angeles, California
June 30, 2015

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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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Exhibit 31.1

Certification of CEO Pursuant to
Securities Exchange Act Rules 13a-14 and 15d-14
as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002

I, Timothy E. Conver, certify that:

        1.     I have reviewed this annual report on Form 10-K of AeroVironment, Inc.;

        2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

        3.     Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

        4.     The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

        a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

        b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

        c)     Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

        d)    Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

        5.     The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

        a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

        b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 	 	 	
Date: June 30, 2015	 	/s/ TIMOTHY E. CONVER

Timothy E. Conver
Chief Executive Officer and President	

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Exhibit 31.1
Certification of CEO Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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Exhibit 31.2

Certification of CFO Pursuant to
Securities Exchange Act Rules 13a-14 and 15d-14
as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002

I, Teresa Covington, certify that:

        1.     I have reviewed this annual report on Form 10-K of AeroVironment, Inc.;

        2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

        3.     Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

        4.     The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

        a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

        b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

        c)     Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

        d)    Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

        5.     The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

        a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

        b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 	 	 	
Date: June 30, 2015	 	/s/ TERESA COVINGTON

Teresa Covington
Chief Financial Officer	

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Exhibit 31.2
Certification of CFO Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

        Pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of AeroVironment, Inc. (the "Company") hereby certifies, to each such officer's knowledge, that:

(i)
the accompanying Annual Report on Form 10-K of the Company for the year ended April 30, 2015 (the "Report") fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 	 	 	
Date: June 30, 2015	 	/s/ TIMOTHY E. CONVER

Timothy E. Conver
Chief Executive Officer and President	

Date: June 30, 2015	
 	
/s/ TERESA COVINGTON

Teresa Covington
Chief Financial Officer	

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Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002