Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 10-Q

 


 

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

 

For the quarterly period ended October 31, 2015

 

OR

 

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

 

For the transition period from                 to                 

 

Commission File Number: 001-33261

 


 

AEROVIRONMENT, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

95-2705790

(State or other jurisdiction of incorporation or organization)

 

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

 

900 Innovators Way

 

 

Simi Valley, California

 

93065

(Address of principal executive offices)

 

(Zip Code)

 

(626) 357-9983

(Registrant’s telephone number, including area code)

 

N/A

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

 


 

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

 

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

 

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

 

Large accelerated filer o

 

Accelerated filer x

 

 

 

Non-accelerated filer o

 

Smaller reporting company o

(Do not check if smaller reporting company)

 

 

 

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

 

As of November 27, 2015, the number of shares outstanding of the registrant’s common stock, $0.0001 par value, was 23,334,628.

 

 

 



Table of Contents

 

AeroVironment, Inc.

 

Table of Contents

 

PART I. FINANCIAL INFORMATION

 

 

 

 

Item 1.

Financial Statements:

 

 

Consolidated Balance Sheets as of October 31, 2015 (Unaudited) and April 30, 2015

3

 

Consolidated Statements of Operations for the three and six months ended October 31, 2015 (Unaudited) and November 1, 2014 (Unaudited)

4

 

Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended October 31, 2015 (Unaudited) and November 1, 2014 (Unaudited)

5

 

Consolidated Statements of Cash Flows for the six months ended October 31, 2015 (Unaudited) and November 1, 2014 (Unaudited)

6

 

Notes to Consolidated Financial Statements (Unaudited)

7

Item 2.

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

15

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

21

Item 4.

Controls and Procedures

21

 

 

 

PART II. OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

22

Item 1A.

Risk Factors

22

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

22

Item 3.

Defaults Upon Senior Securities

22

Item 4.

Mine Safety Disclosures

22

Item 5.

Other Information

22

Item 6.

Exhibits

23

Signatures

 

23

Exhibit Index

 

 

 

2



Table of Contents

 

PART I. FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

AeroVironment, Inc.

Consolidated Balance Sheets

(In thousands except share and per share data)

 

 

 

October 31,
2015

 

April 30,
2015

 

 

 

(Unaudited)

 

 

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

128,032

 

$

143,410

 

Short-term investments

 

77,967

 

85,381

 

Accounts receivable, net of allowance for doubtful accounts of $212 at October 31, 2015 and $606 at April 30, 2015

 

42,746

 

33,607

 

Unbilled receivables and retentions

 

11,798

 

17,356

 

Inventories, net

 

48,336

 

39,414

 

Income tax receivable

 

2,836

 

 

Deferred income taxes

 

5,050

 

5,265

 

Prepaid expenses and other current assets

 

4,555

 

4,599

 

Total current assets

 

321,320

 

329,032

 

Long-term investments

 

37,715

 

46,769

 

Property and equipment, net

 

13,579

 

13,499

 

Deferred income taxes

 

6,725

 

7,426

 

Other assets

 

690

 

741

 

Total assets

 

$

380,029

 

$

397,467

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

11,590

 

$

19,243

 

Wages and related accruals

 

10,503

 

13,395

 

Income taxes payable

 

 

692

 

Customer advances

 

3,835

 

4,235

 

Other current liabilities

 

5,669

 

9,170

 

Total current liabilities

 

31,597

 

46,735

 

Deferred rent

 

1,266

 

1,381

 

Liability for uncertain tax positions

 

439

 

439

 

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 — 23,318,688 at October 31, 2015 and 23,314,640 at April 30, 2015

 

2

 

2

 

Additional paid-in capital

 

151,269

 

148,293

 

Accumulated other comprehensive loss

 

(201

)

(1,358

)

Retained earnings

 

195,657

 

201,975

 

Total stockholders’ equity

 

346,727

 

348,912

 

Total liabilities and stockholders’ equity

 

$

380,029

 

$

397,467

 

 

See accompanying notes to consolidated financial statements (unaudited).

 

3



Table of Contents

 

AeroVironment, Inc.

Consolidated Statements of Operations (Unaudited)

(In thousands except share and per share data)

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

October 31,

 

November 1,

 

October 31,

 

November 1,

 

 

 

2015

 

2014

 

2015

 

2014

 

 

 

 

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

 

 

Product sales

 

$

49,492

 

$

42,874

 

$

76,131

 

$

85,685

 

Contract services

 

15,239

 

9,790

 

35,650

 

18,845

 

 

 

64,731

 

52,664

 

111,781

 

104,530

 

Cost of sales:

 

 

 

 

 

 

 

 

 

Product sales

 

24,802

 

27,779

 

41,567

 

58,576

 

Contract services

 

8,396

 

7,014

 

22,658

 

14,029

 

 

 

33,198

 

34,793

 

64,225

 

72,605

 

Gross margin:

 

 

 

 

 

 

 

 

 

Product sales

 

24,690

 

15,095

 

34,564

 

27,109

 

Contract services

 

6,843

 

2,776

 

12,992

 

4,816

 

 

 

31,533

 

17,871

 

47,556

 

31,925

 

Selling, general and administrative

 

14,733

 

13,470

 

29,989

 

26,873

 

Research and development

 

9,897

 

8,531

 

19,728

 

15,655

 

Income (loss) from operations

 

6,903

 

(4,130

)

(2,161

)

(10,603

)

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest income

 

268

 

193

 

492

 

405

 

Other (expense) income

 

(192

)

(583

)

(2,581

)

8

 

Income (loss) before income taxes

 

6,979

 

(4,520

)

(4,250

)

(10,190

)

Provision (benefit) for income taxes

 

2,560

 

(1,619

)

(1,688

)

(3,680

)

Net Income (loss)

 

$

4,419

 

$

(2,901

)

$

(2,562

)

$

(6,510

)

Earnings (loss) per share data:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.19

 

$

(0.13

)

$

(0.11

)

$

(0.29

)

Diluted

 

$

0.19

 

$

(0.13

)

$

(0.11

)

$

(0.29

)

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

22,985,956

 

22,878,410

 

22,966,513

 

22,840,465

 

Diluted

 

23,148,456

 

22,878,410

 

22,966,513

 

22,840,465

 

 

See accompanying notes to consolidated financial statements (unaudited).

 

4



Table of Contents

 

AeroVironment, Inc.

Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

(In thousands)

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

October 31,

 

November 1,

 

October 31,

 

November 1,

 

 

 

2015

 

2014

 

2015

 

2014

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

4,419

 

$

(2,901

)

$

(2,562

)

$

(6,510

)

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

Unrealized gain (loss) on investments, net of tax expense of $17 and $(429) for the three months ended October 31, 2015 and November 1, 2014, respectively; and net of tax expense of $18 and $(397) for the sixth months ended October 31, 2015 and November 1, 2014, respectively

 

25

 

(644

)

27

 

(596

)

Total comprehensive income (loss)

 

$

4,444

 

$

(3,545

)

$

(2,535

)

$

(7,106

)

 

See accompanying notes to consolidated financial statements (unaudited).

 

5



Table of Contents

 

AeroVironment, Inc.

Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

 

 

 

Six Months Ended

 

 

 

October 31,
2015

 

November 1,
2014

 

Operating activities

 

 

 

 

 

Net loss

 

$

(2,562

)

$

(6,510

)

Adjustments to reconcile net loss to cash (used in) provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

2,765

 

4,303

 

Impairment of available-for-sale securities

 

2,186

 

 

Loss from equity method investments

 

122

 

98

 

Provision for doubtful accounts

 

(231

)

(105

)

Deferred income taxes

 

215

 

42

 

Loss (gain) on sale of equity securities

 

219

 

(347

)

Stock-based compensation

 

2,082

 

1,745

 

Foreign currency losses

 

63

 

281

 

Increase in fair value of conversion feature of convertible bonds

 

 

(73

)

Tax benefit from exercise of stock options

 

196

 

11

 

Excess tax benefit from stock-based compensation

 

 

(348

)

Amortization of held-to-maturity investments

 

2,146

 

2,211

 

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable

 

(8,908

)

748

 

Unbilled receivables and retentions

 

5,558

 

3,826

 

Inventories

 

(8,922

)

(1,105

)

Income tax receivable

 

(2,887

)

1,708

 

Other assets

 

119

 

27

 

Accounts payable

 

(7,653

)

5,082

 

Other liabilities

 

(7,417

)

764

 

Net cash (used in) provided by operating activities

 

(22,909

)

12,358

 

Investing activities

 

 

 

 

 

Acquisitions of property and equipment

 

(2,804

)

(1,070

)

Equity method investments

 

(186

)

(186

)

Purchases of held-to-maturity investments

 

(43,072

)

(68,524

)

Redemptions of held-to-maturity investments

 

55,847

 

46,727

 

Sales of available-for-sale investments

 

987

 

9,038

 

Net cash provided by (used in) investing activities

 

10,772

 

(14,015

)

Financing activities

 

 

 

 

 

Purchase and retirement of common stock

 

(3,756

)

 

Tax withholding payment related to net settlement of equity awards

 

(29

)

 

Excess tax benefit from exercise of stock options

 

 

348

 

Exercise of stock options

 

544

 

679

 

Net cash (used in) provided by financing activities

 

(3,241

)

1,027

 

Net decrease in cash and cash equivalents

 

(15,378

)

(630

)

Cash and cash equivalents at beginning of period

 

143,410

 

126,969

 

Cash and cash equivalents at end of period

 

$

128,032

 

$

126,339

 

 

 

 

 

 

 

Supplemental disclosure:

 

 

 

 

 

Unrealized change in fair value of investments recorded in other comprehensive income (loss), net of deferred taxes of $18 and $(397), respectively

 

$

27

 

$

596

 

Reclassification from share-based liability compensation to equity

 

$

228

 

 

 

See accompanying notes to consolidated financial statements (unaudited).

 

6



Table of Contents

 

AeroVironment, Inc.

Notes to Consolidated Financial Statements (Unaudited)

 

1. Organization and Significant Accounting Policies

 

Organization

 

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

 

Basis of Presentation

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation with respect to the interim financial statements have been included. The results of operations for the three and six months ended October 31, 2015, are not necessarily indicative of the results for the full year ending April 30, 2016. For further information, refer to the consolidated financial statements and footnotes thereto for the year ended April 30, 2015, included in the Company’s Annual Report on Form 10-K.

 

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

 

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

 

Reclassifications

 

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

 

Segments

 

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

 

Investments

 

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

 

Fair Values of Financial Instruments

 

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

 

Government Contracts

 

Payments to the Company on government cost reimbursable contracts are based on provisional, or estimated indirect rates, which are subject to an annual audit by the Defense Contract Audit Agency (“DCAA”). The cost audits result in the negotiation and determination of the final indirect cost rates that the Company may use for the period(s) audited. The final rates, if different from the provisional billing rates, may create an additional receivable or liability for the Company.  For example, during the course of its audits, the DCAA may question the Company’s incurred project costs, and if the DCAA believes the Company has accounted for such costs in a manner inconsistent with the requirements under Federal Acquisition Regulations, the DCAA auditor may recommend to the Company’s administrative contracting officer to disallow such costs. The Company can provide no assurance that the DCAA or other government audits will not result in material disallowances for incurred costs in the future.

 

7



Table of Contents

 

AeroVironment, Inc.

Notes to Consolidated Financial Statements (Unaudited)

 

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 year 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 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. Claims related to other fiscal years were settled during the three and six months ended October 31, 2015, as described in Note 9. As of October 31, 2015 and April 30, 2015, the Company had reserves for incurred cost claim audits for various fiscal years.

 

Earnings (Loss) Per Share

 

Basic earnings (loss) per share is computed using the weighted-average number of common shares outstanding, excluding shares of unvested restricted stock.

 

The reconciliation of basic to diluted shares is as follows:

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

October 31,
2015

 

November 1,
2014

 

October 31,
2015

 

November 1,
2014

 

Denominator for basic earnings (loss) per share:

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding, excluding unvested restricted stock

 

22,985,956

 

22,878,410

 

22,966,513

 

22,840,465

 

Dilutive effect of employee stock options and unvested restricted stock

 

162,500

 

 

 

 

Denominator for diluted earnings (loss) per share

 

23,148,456

 

22,878,410

 

22,966,513

 

22,840,465

 

 

During the three months ended October 31, 2015, approximately 21,000 shares reserved for issuance upon exercise of stock options and shares of unvested restricted stock were not included in the computation of diluted earnings per share because their inclusion would have been anti-dilutive. Due to the net loss for the three months ended November 1, 2014 and six months ended October 31, 2015 and November 1, 2014, no shares reserved for issuance upon exercise of stock options or shares of unvested restricted stock were included in the computation of diluted loss per share as their inclusion would have been anti-dilutive.

 

Recently Issued Accounting Standards

 

In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-17, Income Taxes (Topic 740) - Balance Sheet Classification of Deferred Taxes.  This update simplifies the presentation of deferred income taxes, by requiring that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this update. This update is effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company is evaluating the potential impact of adoption on its consolidated financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). The new standard was originally effective for reporting periods beginning after December 15, 2016 and early adoption was not permitted. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 640)-Deferral of the Effective Date. This update approved a one year delay of the effective date to reporting periods beginning after December 15, 2017, while permitting companies to voluntarily adopt the new standard as of the original effective date. The Company is currently evaluating when to adopt the new standard and the potential impact of adoption on its consolidated financial statements.

 

In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory.  This ASU does not apply to inventory that is measured using last-in, first-out (LIFO) or the retail inventory method.  The amendments apply to all other inventory, which includes inventory that is measured using first-in, first-out (FIFO) or average cost.  This ASU eliminates from U.S. GAAP the requirement to measure inventory at the lower of cost or market.  Market under the previous requirement could be replacement cost, net realizable value, or net realizable value less an approximately normal profit margin.  Entities within the scope of this update will now be required to measure inventory at the lower of cost and net realizable value.  Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.  Subsequent measurement is unchanged for inventory using LIFO or the retail inventory method.  The amendments in this update are effective for fiscal years beginning after December 15, 2016, with early adoption permitted.  The Company is evaluating the potential impact of this adoption on its consolidated financial statements.

 

8



Table of Contents

 

AeroVironment, Inc.

Notes to Consolidated Financial Statements (Unaudited)

 

2. Investments

 

Investments consist of the following (in thousands):

 

 

 

October 31,
2015

 

April 30,
2015

 

Short-term investments:

 

 

 

 

 

Held-to-maturity securities:

 

 

 

 

 

Municipal securities

 

$

57,308

 

$

67,173

 

U.S. government securities

 

6,014

 

11,536

 

Corporate bonds

 

13,902

 

1,314

 

Certificates of deposit

 

743

 

3,885

 

Total held-to-maturity investments

 

77,967

 

83,908

 

Available-for-sale securities:

 

 

 

 

 

Equity securities

 

 

1,473

 

Total available-for-sale investments

 

 

1,473

 

Total short-term investments

 

$

77,967

 

$

85,381

 

Long-term investments:

 

 

 

 

 

Held-to-maturity securities:

 

 

 

 

 

Municipal securities

 

$

11,938

 

$

30,418

 

U.S. government securities

 

 

5,009

 

Corporate bonds

 

23,012

 

8,501

 

Total held-to-maturity investments

 

34,950

 

43,928

 

Available-for-sale securities:

 

 

 

 

 

Auction rate securities

 

2,765

 

2,841

 

Total available-for-sale investments

 

2,765

 

2,841

 

Total long-term investments

 

$

37,715

 

$

46,769

 

 

Held-To-Maturity Securities

 

As of October 31, 2015 and April 30, 2015, the balance of held-to-maturity securities consisted of state and local government municipal securities, U.S. treasury securities, corporate bonds and certificates of deposit. Interest earned from these investments is recorded in interest income.

 

The amortized cost, gross unrealized gains, gross unrealized losses, and estimated fair value of the held-to-maturity investments as of October 31, 2015, were as follows (in thousands):

 

 

 

 

 

Gross

 

Gross

 

 

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

 

 

 

 

Cost

 

Gains

 

Losses

 

Fair Value

 

Municipal securities

 

$

69,246

 

$

34

 

$

(3

)

$

69,277

 

U.S. government securities

 

6,014

 

5

 

 

6,019

 

Corporate bonds

 

36,914

 

5

 

(56

)

36,863

 

Certificates of deposit

 

743

 

 

 

743

 

Total held-to-maturity investments

 

$

112,917

 

$

44

 

$

(59

)

$

112,902

 

 

The amortized cost, gross unrealized gains, gross unrealized losses, and estimated fair value of the held-to-maturity investments as of April 30, 2015, were as follows (in thousands):

 

 

 

Amortized
Cost

 

Gross
Unrealized
Gains

 

Gross
Unrealized
Losses

 

Fair
Value

 

Municipal securities

 

$

97,591

 

$

8

 

$

(35

)

$

97,564

 

U.S. government securities

 

16,545

 

12

 

 

16,557

 

Corporate bonds

 

9,815

 

 

(13

)

9,802

 

Certificates of deposit

 

3,885

 

 

 

3,885

 

Total held-to-maturity investments

 

$

127,836

 

$

20

 

$

(48

)

$

127,808

 

 

9



Table of Contents

 

AeroVironment, Inc.

Notes to Consolidated Financial Statements (Unaudited)

 

The amortized cost and fair value of the held-to-maturity securities by contractual maturity at October 31, 2015, were as follows (in thousands):

 

 

 

Cost

 

Fair Value

 

 

 

 

 

 

 

Due within one year

 

$

77,967

 

$

77,976

 

Due after one year through three years

 

34,950

 

34,926

 

Total

 

$

112,917

 

$

112,902

 

 

Available-For-Sale Securities

 

Auction Rate Securities

 

As of October 31, 2015 and April 30, 2015, the entire balance of available-for-sale, auction rate securities, consisted of two investment grade auction rate municipal bonds, with maturities of approximately 4 and 19 years, respectively. 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 October 31, 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 October 31, 2015. The analysis considers, among other items, the collateralization underlying the security investments, the creditworthiness of the counterparty, the timing of expected future cash flows, and the estimated date upon which the security is expected to have a successful auction. Based on the Company’s ability to access its cash and cash equivalents, expected operating cash flows, and other sources of cash, the Company does not anticipate that the current lack of liquidity of these investments will affect its ability to operate the business in the ordinary course. The Company believes the current lack of liquidity of these investments is temporary and expects that the securities will be redeemed or refinanced at some point in the future. The Company will continue to monitor the value of its auction rate securities at each reporting period for a possible impairment if a further decline in fair value occurs. The auction rate securities have been in an unrealized loss position for more than 12 months. The Company has the ability and the intent to hold these investments until a recovery of fair value, which may be at maturity and as of October 31, 2015, the Company did not consider these investments to be other-than-temporarily impaired.

 

The amortized cost, gross unrealized gains, gross unrealized losses, and estimated fair value of the auction rate securities as of October 31, 2015, were as follows (in thousands):

 

 

 

 

 

Gross

 

Gross

 

 

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

 

 

 

 

Cost

 

Gains

 

Losses

 

Fair Value

 

Auction rate securities

 

$

3,100

 

$

 

$

(335

)

$

2,765

 

Total available-for-sale investments

 

$

3,100

 

$

 

$

(335

)

$

2,765

 

 

The amortized cost, gross unrealized gains, gross unrealized losses, and estimated fair value of the auction rate securities as of April 30, 2015, were as follows (in thousands):

 

 

 

 

 

Gross

 

Gross

 

 

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

 

 

 

 

Cost

 

Gains

 

Losses

 

Fair Value

 

Auction rate securities

 

$

3,200

 

$

 

$

(359

)

$

2,841

 

Total available-for-sale investments

 

$

3,200

 

$

 

$

(359

)

$

2,841

 

 

10



Table of Contents

 

AeroVironment, Inc.

Notes to Consolidated Financial Statements (Unaudited)

 

The amortized cost and fair value of the auction rate securities by contractual maturity at October 31, 2015, were as follows (in thousands):

 

 

 

Cost

 

Fair Value

 

Due one through five years

 

$

1,100

 

$

1,055

 

Due after 10 years

 

2,000

 

1,710

 

Total

 

$

3,100

 

$

2,765

 

 

Equity Securities

 

At April 30, 2015, the entire balance of available-for-sale equity securities consisted of 618,042 CybAero AB (“CybAero”) common shares. The shares were classified as available-for-sale.  These shares were initially acquired on August 11, 2014, when the Company converted a 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 per share. When the Company converted the bond on August 11, 2014, the fair value per share was 37.50 SEK which became the new cost basis going forward, with all subsequent changes in fair value being recorded to other comprehensive income.

 

At August 1, 2015, the Company reviewed these shares for impairment based on criteria that included the extent to which the investment’s carrying value exceeds its related market value, the duration of the market decline, uncertainty as to the recovery period due to sustained losses of the investee and the Company’s intent to hold its investment until recovery. In the three months ended August 1, 2015, the Company determined it was in its best interests to liquidate the remaining shares held. As a result, during the three months ended August 1, 2015, the Company recorded an other-than-temporary-impairment loss of $2,186,000 related to the Company’s investment in the CybAero shares which was recorded to Other expense in the consolidated statement of operations. As a result of recording the impairment charge, the investment’s fair value became its new cost basis. During the three months ended October 31, 2015, and the three and six months ended August 2, 2014 there was no impairment charge recorded.

 

In August 2015, the Company sold its remaining shares in CybAero in a private sale at the price of 12.00 SEK per share, resulting in proceeds of approximately $777,000.  During the three and six months ended October 31, 2015, the Company realized gains on the sale of CybAero shares of $155,000 and $207,000, respectively, based on the difference between the original conversion price of 9.41 SEK per share and the sales price at the time of sale, inclusive of the final sale of all shares.  During the three and six months ended November 1, 2014, the Company realized gains on the sale of CybAero shares of $244,000 and $4,147,000, respectively. At October 31, 2015, the Company did not hold any CybAero stock.

 

The amortized cost, gross unrealized gains, gross unrealized losses, and estimated fair value of the equity securities as of April 30, 2015, were as follows (in thousands):

 

 

 

 

 

Gross

 

Gross

 

 

 

 

 

 

 

Unrealized

 

Unrealized

 

 

 

 

 

Cost

 

Gains

 

Losses

 

Fair Value

 

Equity securities

 

$

3,357

 

$

 

$

(1,884

)

$

1,473

 

Total available-for-sale investments

 

$

3,357

 

$

 

$

(1,884

)

$

1,473

 

 

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.

 

11



Table of Contents

 

AeroVironment, Inc.

Notes to Consolidated Financial Statements (Unaudited)

 

The Company’s financial assets measured at fair value on a recurring basis at October 31, 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

 

$

 

$

 

$

2,765

 

$

2,765

 

Total

 

$

 

$

 

$

2,765

 

$

2,765

 

 

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, 2015

 

$

2,841

 

Transfers to Level 3

 

 

Total gains (realized or unrealized)

 

 

 

Included in earnings

 

 

Included in other comprehensive loss

 

24

 

Purchases, issuances and settlements, net

 

(100

)

Balance at October 31, 2015

 

$

2,765

 

The amount of total gains or (losses) for the period included in earnings (or change in net assets) attributable to the change in unrealized gains or losses relating to assets still held at October 31, 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 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 October 31, 2015, the inputs used in the Company’s discounted cash flow analysis included current coupon rates of 0.16% and 0.13%, estimated redemption periods of 4 and 19 years and discount rates of 4.30% and 14.60%. 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 (in thousands):

 

 

 

October 31,
2015

 

April 30,
2015

 

Raw materials

 

$

14,978

 

$

13,325

 

Work in process

 

8,257

 

5,140

 

Finished goods

 

28,937

 

25,537

 

Inventories, gross

 

52,172

 

44,002

 

Reserve for inventory obsolescence

 

(3,836

)

(4,588

)

Inventories, net

 

$

48,336

 

$

39,414

 

 

5. Warranty Reserves

 

The Company accrues an estimate of its exposure to warranty claims based upon both current and historical product sales data and warranty costs incurred. The warranty reserve is included in other current liabilities. The related expense is included in cost of sales.  Warranty reserve activity is summarized as follows for the three and six months ended October 31, 2015 and November 1, 2014 (in thousands):

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

October 31,

 

November 1,

 

October 31,

 

November 1,

 

 

 

2015

 

2014

 

2015

 

2014

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

$

2,029

 

$

1,273

 

$

2,653

 

$

1,280

 

Warranty expense

 

1,001

 

1,027

 

1,708

 

1,409

 

Changes in estimates related to pre-existing warranties

 

 

 

(424

)

 

Warranty claims settled

 

(692

)

(341

)

(1,599

)

(730

)

Ending balance

 

$

2,338

 

$

1,959

 

$

2,338

 

$

1,959

 

 

12



Table of Contents

 

AeroVironment, Inc.

Notes to Consolidated Financial Statements (Unaudited)

 

6. Accumulated Other Comprehensive Loss and Reclassifications Adjustments

 

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

 

 

 

Available-for-Sale
Securities

 

Accumulated Other
Comprehensive Loss

 

Balance, net of $834 of taxes, as of April 30, 2015

 

$

(1,358

)

$

(1,358

)

Reclassifications out of accumulated other comprehensive loss, net of $754 of taxes

 

1,130

 

1,130

 

Unrealized gains, net of $18 of taxes

 

27

 

27

 

Balance, net of $134 of taxes, as of October 31, 2015

 

$

(201

)

$

(201

)

 

7. Customer-Funded Research & Development

 

Customer-funded R&D costs are incurred pursuant to contracts (revenue arrangements) to perform R&D activities according to customer specifications. These costs are direct contract costs and are expensed to cost of sales when the corresponding revenue is recognized, which is generally as the R&D services are performed. Revenue from customer-funded R&D was approximately $10,234,000 and $26,761,000 for the three and six months ended October 31, 2015, respectively.  Revenue from customer-funded R&D was approximately $5,599,000 and $9,913,000 for the three and six months ended November 1, 2014, respectively.

 

8. Income Taxes

 

For the three and six months ended October 31, 2015, the Company recorded a provision (benefit) for income taxes of $2,560,000 and $(1,688,000), respectively, yielding an effective tax rate of 36.7% and 39.7%, respectively.  For the three and six months ended November 1, 2014, the Company recorded a benefit for income taxes of $1,619,000 and $3,680,000, respectively, yielding an effective tax rate of 35.8% and 36.1%, respectively.

 

9. Government Contract Reserves

 

During the three and six months ended October 31, 2015, the Company entered into settlement agreements with DCMA related to the Company’s incurred cost claims for fiscal years 2007 through 2009.  As a result of the settlement agreements, the Company paid $50,000 and reversed the remaining reserve amount of $3,499,000 related to those fiscal years as a credit to cost of sales, allocated as $3,111,000 to the UAS segment and $388,000 to the EES segment.

 

10. Share Repurchase

 

In September 2015, the Company’s Board of Directors authorized a program to repurchase up to $25,000,000 of the Company’s common stock with no specified termination date for the program. During the three and six months ended October 31, 2015, the Company repurchased and retired 183,261 shares of the Company’s common stock for a total of $3,756,000. All shares repurchased were executed in the open market and no shares were repurchased from related parties. Repurchased shares were retired and assumed the status of authorized and unissued shares.

 

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Table of Contents

 

AeroVironment, Inc.

Notes to Consolidated Financial Statements (Unaudited)

 

11. 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 limited financial statement information by segment. The segment results are as follows (in thousands):

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

October 31,

 

November 1,

 

October 31,

 

November 1,

 

 

 

2015

 

2014

 

2015

 

2014

 

Revenue:

 

 

 

 

 

 

 

 

 

UAS

 

$

56,589

 

$

43,045

 

$

96,756

 

$

84,231

 

EES

 

8,142

 

9,619

 

15,025

 

20,299

 

Total

 

64,731

 

52,664

 

111,781

 

104,530

 

Cost of sales:

 

 

 

 

 

 

 

 

 

UAS

 

28,314

 

27,575

 

54,780

 

58,590

 

EES

 

4,884

 

7,218

 

9,445

 

14,015

 

Total

 

33,198

 

34,793

 

64,225

 

72,605

 

Gross margin:

 

 

 

 

 

 

 

 

 

UAS

 

28,275

 

15,470

 

41,976

 

25,641

 

EES

 

3,258

 

2,401

 

5,580

 

6,284

 

Total

 

31,533

 

17,871

 

47,556

 

31,925

 

Selling, general and administrative

 

14,733

 

13,470

 

29,989

 

26,873

 

Research and development

 

9,897

 

8,531

 

19,728

 

15,655

 

Income (loss) from operations

 

6,903

 

(4,130

)

(2,161

)

(10,603

)

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest income

 

268

 

193

 

492

 

405

 

Other (expense) income

 

(192

)

(583

)

(2,581

)

8

 

Income (loss) before income taxes

 

$

6,979

 

$

(4,520

)

$

(4,250

)

$

(10,190

)

 

12. Subsequent Events

 

On December 4, 2015, the Compensation Committee of the Board of Directors approved entering into a Severance Protection Agreement (the “Agreement”) with each of the Company’s named executive officers which provides for the payment of certain benefits to each officer in connection with a change in control event and/or the termination of the officer’s employment in a non-change in control event. The term of each Agreement will commence on the date the Agreement is executed and continue until December 31, 2018.  If a change of control (as defined in the Agreement) occurs during the term of the Agreement, the term will be extended to the date that is 18 months after the date of the occurrence of such change in control.

 

Upon termination of the officer’s employment by the Company without cause or by the officer for good reason generally within three months before a change in control event or within 18 months afterwards, each officer will be entitled to receive a one-time cash payment as defined under each officer’s Agreement. Each officer will also be entitled to the continuation of certain employee welfare plan benefits (medical, dental and life insurance) for a period of 12 months. In addition, the vesting and exercisability of any outstanding stock options and restricted stock awards will be accelerated.

 

Upon termination by the Company for any reason other than cause in a context that does not involve a change in control, each officer will be entitled to a one-time cash payment as defined by each officer’s Agreement, and the continuation of certain employee welfare plan benefits (as described earlier) for a period of 12 months. The terms of this severance benefit are identical for each officer except the Chief Executive Officer, who is entitled to receive these benefits in the event he terminates his employment for good cause as defined in the Agreement.

 

To receive the severance benefits described above, the officer must execute a full release of any and all claims against the Company and comply with certain obligations specified in the Agreement.

 

In addition to the severance benefits for officers described above, the Compensation Committee of the Board of Directors also approved an Employee Change in Control Equity Acceleration program that would accelerate the vesting and exercisability of stock options and restricted stock awards held by any Company employee on a double trigger basis similar to the treatment of equity awards of the officers. Under the program, if an employee’s employment is terminated by the Company or a successor for a reason other than cause within 18 months after a change in control, the vesting and exercisability of all equity awards held by the employee would accelerate and the awards would become fully vested and exercisable.

On December 5, 2015, the Board of Directors approved entering into a letter agreement with each non-employee director that provides for the acceleration of vesting and exercisability of all Company stock options and restricted stock awards held by the director upon the completion of a change in control.

 

The Company determined that the actions taken by the Board of Directors and its Committee had no impact on the Company’s consolidated financial statements as of, and for the three and six months ended October 31, 2015.

 

14



Table of Contents

 

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

 

This section and other parts of this Quarterly Report on Form 10-Q contain forward-looking statements that involve risks and uncertainties. In some cases, forward-looking statements can be identified by words such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions. Such forward-looking statements are based on current expectations, estimates and projections about our industry, our management’s beliefs and assumptions made by our management. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in Part II, Item 1A, “Risk Factors.”

 

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

 

Critical Accounting Policies and Estimates

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. When we prepare these consolidated financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Some of our accounting policies require that we make subjective judgments, including estimates that involve matters that are inherently uncertain. Our most critical estimates include those related to revenue recognition, inventories and reserves for excess and obsolescence, self-insured liabilities, accounting for stock-based awards, and income taxes. We base our estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for our judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Our actual results may differ from these estimates under different assumptions or conditions.

 

There have been no material changes made to the critical accounting estimates during the periods presented in the consolidated financial statements from those disclosed in the Form 10-K for the fiscal year ended April 30, 2015.

 

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 three and six months ended October 31, 2015 and November 1, 2014, changes in accounting estimates on fixed-price contracts recognized using the percentage of completion method of accounting are presented below.

 

For the three months ended October 31, 2015 and November 1, 2014, favorable and unfavorable cumulative catch-up adjustments included in cost of sales were as follows (in thousands):

 

 

 

Three Months Ended

 

 

 

October 31,

 

November 1,

 

 

 

2015

 

2014

 

 

 

 

 

 

 

Gross favorable adjustments

 

$

499

 

$

710

 

Gross unfavorable adjustments

 

(125

)

(796

)

Net favorable (unfavorable) adjustments

 

$

374

 

$

(86

)

 

For the three months ended October 31, 2015, favorable cumulative catch-up adjustments of $0.5 million were primarily due to final cost adjustments on 154 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 96 contracts, which individually were not material.

 

For the three months ended November 1, 2014, favorable cumulative catch-up adjustments of $0.7 million were primarily due to final cost adjustments on 50 contracts, which individually were not material. For the same period, unfavorable cumulative catch-up adjustments of $0.8 million were primarily related to higher than expected costs on 164 contracts, which individually were not material.

 

15



Table of Contents

 

For the six months ended October 31, 2015 and November 1, 2014, favorable and unfavorable cumulative catch-up adjustments included in cost of sales were as follows (in thousands):

 

 

 

Six Months Ended

 

 

 

October 31,

 

November 1,

 

 

 

2015

 

2014

 

 

 

 

 

 

 

Gross favorable adjustments

 

$

437

 

$

991

 

Gross unfavorable adjustments

 

(207

)

(1,156

)

Net favorable (unfavorable) adjustments

 

$

230

 

$

(165

)

 

For the six months ended October 31, 2015, favorable cumulative catch-up adjustments of $0.4 million were primarily due to final cost adjustments on 136 contracts, which individually were not material. For the same period, unfavorable cumulative catch-up adjustments of $0.2 million were primarily related to higher than expected costs on 88 contracts, which individually were not material.

 

For the six months ended November 1, 2014, favorable cumulative catch-up adjustments of $1.0 million were primarily due to final cost adjustments on 24 contracts, which individually were not material. For the same period, unfavorable cumulative catch-up adjustments of $1.2 million were primarily related to higher than expected costs on 159 contracts, which individually were not material.

 

Fiscal Periods

 

Due to our fixed year end date of April 30, our first and fourth quarters each consist of approximately 13 weeks. The second and third quarters each consist of exactly 13 weeks. Our first three quarters end on a Saturday.  Our 2016 fiscal year ends on April 30, 2016 and our fiscal quarters end on August 1, 2015, October 31, 2015 and January 30, 2016.

 

Results of Operations

 

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

 

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

 

Three Months Ended October 31, 2015 Compared to Three Months Ended November 1, 2014

 

 

 

Three Months Ended

 

 

 

October 31,

 

November 1,

 

 

 

2015

 

2014

 

Revenue:

 

 

 

 

 

UAS

 

$

56,589

 

$

43,045

 

EES

 

8,142

 

9,619

 

Total

 

64,731

 

52,664

 

Cost of sales:

 

 

 

 

 

UAS

 

28,314

 

27,575

 

EES

 

4,884

 

7,218

 

Total

 

33,198

 

34,793

 

Gross margin:

 

 

 

 

 

UAS

 

28,275

 

15,470

 

EES

 

3,258

 

2,401

 

Total

 

31,533

 

17,871

 

Selling, general and administrative

 

14,733

 

13,470

 

Research and development

 

9,897

 

8,531

 

Income (loss) from operations

 

6,903

 

(4,130

)

Other income (expense):

 

 

 

 

 

Interest income

 

268

 

193

 

Other (expense) income

 

(192

)

(583

)

Income (loss) before income taxes

 

$

6,979

 

$

(4,520

)

 

Revenue. Revenue for the three months ended October 31, 2015 was $64.7 million, as compared to $52.7 million for the three months ended November 1, 2014, representing an increase of $12.1 million, or 23%. The increase in revenue was due to an increase in product deliveries of $6.6 million and an increase in service revenue of $5.4 million. UAS revenue increased $13.5 million, or 31%, to $56.6 million for the three months ended October 31, 2015, primarily due to an increase in product deliveries of $8.0 million, an increase in service revenue of $0.9 million, and an increase in customer-funded R&D work of $4.6 million. The increase in product deliveries was primarily due to an increase in product deliveries of small UAS.  The increase in service revenue was primarily due to an increase in services for small UAS. The increase in customer-funded R&D was primarily due to an increase in development programs related to tactical missile systems and large UAS. EES revenue decreased $1.5 million, or 15%, to $8.1 million for the three months ended October 31, 2015, primarily due to a decrease in product deliveries of our industrial fast charge systems and in product deliveries of our passenger electric vehicle charging systems.

 

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Table of Contents

 

Cost of Sales. Cost of sales for the three months ended October 31, 2015 was $33.2 million, as compared to $34.8 million for the three months ended November 1, 2014, representing a decrease of $1.6 million, or 5%. Cost of sales was impacted by a government contract accounting reserve reduction of $3.5 million recorded in the quarter for the settlement of prior year incurred cost audits .  As a percentage of revenue, cost of sales decreased from 66% to 51%. The decrease in cost of sales was primarily due to a decrease in product costs of $3.0 million offset by an increase in cost of services of $1.4 million primarily due to an increase in services revenue. UAS cost of sales increased $0.7 million, or 3%, to $28.3 million for the three months ended October 31, 2015, primarily due to an increase in sales volume. As a percentage of revenue, cost of sales for UAS decreased from 64% to 50% due to favorable product mix, higher sales volume and the government contract reserve reduction.  EES cost of sales decreased $2.3 million, or 32%, to $4.9 million for the three months ended October 31, 2015. As a percentage of revenue, cost of sales for EES decreased from 75% to 60% primarily due to a favorable product mix and the government contract reserve reduction.

 

Gross Margin. Gross margin for the three months ended October 31, 2015 was $31.5 million, as compared to $17.9 million for the three months ended November 1, 2014, representing an increase of $13.7 million, or 76%. The increase in gross margin was due to an increase in product margins of $9.6 million and service revenue margins of $4.1 million, both of which were impacted by the government contract reserve reduction. As a percentage of revenue, gross margin increased from 34% to 49%. UAS gross margin increased $12.8 million, or 83%, to $28.3 million for the three months ended October 31, 2015.  The increase was primarily due to an increase in margins on product sales and service-related contracts, and the government contract reserve reduction.  As a percentage of revenue, gross margin for UAS increased from 36% to 50%. EES gross margin increased $0.9 million, or 36%, to $3.3 million for the three months ended October 31, 2015 primarily due to a favorable product mix.  As a percentage of revenue, EES gross margin increased from 25% to 40% primarily due to a favorable product mix, and the government contract reserve reduction.

 

Selling, General and Administrative.  SG&A expense for the three months ended October 31, 2015 was $14.7 million, or 23% of revenue, compared to SG&A expense of $13.5 million, or 26% of revenue, for the three months ended November 1, 2014. SG&A expense increased by $1.3 million primarily due to higher professional service costs and bid and proposal costs.

 

Research and Development. R&D expense for the three months ended October 31, 2015 was $9.9 million, or 15% of revenue, compared to R&D expense of $8.5 million, or 16% of revenue, for the three months ended November 1, 2014.  R&D expense increased by $1.4 million for the three months ended October 31, 2015, primarily due to increased development activities for certain strategic initiatives.

 

Interest Income. Interest income for the three months ended October 31, 2015 was $0.3 million compared to interest income of $0.2 million for the three months ended November 1, 2014.

 

Other Expense.  Other expense for the three months ended October 31, 2015 was $0.2 million compared to other expense of $0.6 million for the three months ended November 1, 2014. The decrease was due to the prior year change in fair value of the embedded conversion feature of our convertible bond investment, not present in the current year.

 

Income Taxes. Our effective income tax rate was 36.7% for the three months ended October 31, 2015, as compared to an effective income tax rate of 35.8% for the three months ended November 1, 2014.

 

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Table of Contents

 

Six Months Ended October 31, 2015 Compared to Six Months Ended November 1, 2014

 

 

 

Six Months Ended

 

 

 

October 31,

 

November 1,

 

 

 

2015

 

2014

 

Revenue:

 

 

 

 

 

UAS

 

$

96,756

 

$

84,231

 

EES

 

15,025

 

20,299

 

Total

 

111,781

 

104,530

 

Cost of sales:

 

 

 

 

 

UAS

 

54,780

 

58,590

 

EES

 

9,445

 

14,015

 

Total

 

64,225

 

72,605

 

Gross margin:

 

 

 

 

 

UAS

 

41,976

 

25,641

 

EES

 

5,580

 

6,284

 

Total

 

47,556

 

31,925

 

Selling, general and administrative

 

29,989

 

26,873

 

Research and development

 

19,728

 

15,655

 

Loss from operations

 

(2,161

)

(10,603

)

Other (expense) income:

 

 

 

 

 

Interest income

 

492

 

405

 

Other (expense) income

 

(2,581

)

8

 

Loss before income taxes

 

$

(4,250

)

$

(10,190

)

 

Revenue. Revenue for the six months ended October 31, 2015 was $111.8 million, as compared to $104.5 million for the six months ended November 1, 2014, representing an increase of $7.3 million, or 7%. The increase in revenue was due to an increase in service revenue of $16.8 million and a decrease in product deliveries of $9.6 million. UAS revenue increased $12.5 million, or 15%, to $96.8 million for the six months ended October 31, 2015, primarily due to an increase in customer-funded R&D work of $16.8 million, and an increase in service revenue of $0.5 million, offset by a decrease in product deliveries of $4.8 million. The increase in customer-funded R&D work was primarily due to an increase in development programs related to tactical missile systems and large UAS.  The increase in service revenue was primarily due to an increase in services for small UAS. The decrease in product deliveries was primarily due to a decrease in deliveries of our tactical missile systems. EES revenue decreased $5.3 million, or 26%, to $15.0 million for the six months ended October 31, 2015, primarily due to a decrease in product deliveries of our industrial fast charge systems and in product deliveries of our passenger electric vehicle charging systems.

 

Cost of Sales. Cost of sales for the six months ended October 31, 2015 was $64.2 million, as compared to $72.6 million for the six months ended November 1, 2014, representing a decrease of $8.4 million, or 12%. Cost of sales was impacted by a government contract accounting reserve reduction of $3.5 million recorded in the quarter for the settlement of prior year incurred cost audits .  As a percentage of revenue, cost of sales decreased from 69% to 57%. The decrease in cost of sales was primarily due to a decrease in product costs of $17.0 million due to a decrease in product deliveries offset by an increase in cost of services of $8.6 million primarily due to an increase in services revenue. UAS cost of sales decreased $3.8 million, or 7%, to $54.8 million for the six months ended October 31, 2015, primarily due to favorable product mix. As a percentage of revenue, cost of sales for UAS decreased from 70% to 57% due to favorable product mix and the government contract reserve reduction.  EES cost of sales decreased $4.6 million, or 33%, to $9.4 million for the six months ended October 31, 2015. As a percentage of revenue, cost of sales for EES decreased from 69% to 63% primarily due to a favorable product mix and the government contract reserve reduction.

 

Gross Margin. Gross margin for the six months ended October 31, 2015 was $47.6 million, as compared to $31.9 million for the six months ended November 1, 2014, representing an increase of $15.6 million, or 49%. The increase in gross margin was due to an increase in product margins of $7.5 million and service revenue margins of $8.2 million, both of which were impacted by the government contract reserve reduction. As a percentage of revenue, gross margin increased from 31% to 43%. UAS gross margin increased $16.3 million, or 64%, to $42.0 million for the six months ended October 31, 2015.  The increase was primarily due to an increase in margins on product sales and service-related contracts, and the government contract reserve reduction.  As a percentage of revenue, gross margin for UAS increased from 30% to 43%. EES gross margin decreased $0.7 million, or 11%, to $5.6 million for the six months ended October 31, 2015 primarily due to lower sales volume.  As a percentage of revenue, EES gross margin increased from 31% to 37% primarily due to a favorable product mix and the government contract reserve reduction.

 

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Table of Contents

 

Selling, General and Administrative.  SG&A expense for the six months ended October 31, 2015 was $30.0 million, or 27% of revenue, compared to SG&A expense of $26.9 million, or 26% of revenue, for the six months ended November 1, 2014. SG&A expense increased by $3.1 million primarily due to higher professional service costs and bid and proposal costs.

 

Research and Development. R&D expense for the six months ended October 31, 2015 was $19.7 million, or 18% of revenue, compared to R&D expense of $15.7 million, or 15% of revenue, for the six months ended November 1, 2014.  R&D expense increased by $4.1 million for the six months ended October 31, 2015, primarily due to increased development activities for certain strategic initiatives.

 

Interest Income. Interest income for the six months ended October 31, 2015 was $0.5 million compared to interest income of $0.4 million for the six months ended November 1, 2014.

 

Other Expense.  Other expense for the six months ended October 31, 2015 was $2.6 million compared to other income of $8,000 for the six months ended November 1, 2014. The decrease was primarily due to the recording of an other-than-temporary impairment loss of $2.2 million related to available-for-sale equity securities in the six months ended October 31, 2015. No impairment loss was recorded in the six months ended November 1, 2014.

 

Income Taxes. Our effective income tax rate was 39.7% for the six months ended October 31, 2015, as compared to an effective income tax rate of 36.1% for the six months ended November 1, 2014.

 

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 October 31, 2015 and April 30, 2015, our funded backlog was approximately $97.2 million and $64.7 million, respectively.

 

In addition to our funded backlog, we also had unfunded backlog of $16.7 million and $19.1 million as of October 31, 2015 and April 30, 2015, 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 the contract was awarded to five companies in 2012, including AeroVironment, and we cannot be certain that we will receive task orders issued against the contract.

 

Because of possible future changes in delivery schedules and/or cancellations of orders, backlog at any particular date is not necessarily representative of actual sales to be expected for any succeeding period, and actual sales for the year may not meet or exceed the backlog represented. Our backlog is typically subject to large variations from quarter to quarter as existing contracts expire, or are renewed, or new contracts are awarded. A majority of our contracts, specifically our IDIQ contracts, do not currently obligate the U.S. government to purchase any goods or services. Additionally, all U.S. government contracts included in backlog, whether or not they are funded, may be terminated at the convenience of the U.S. government.

 

Liquidity and Capital Resources

 

We currently have no material cash commitments, except for normal recurring trade payables, accrued expenses and ongoing R&D 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 and capital expenditure requirementsduring 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 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, enhancing existing products and marketing to stimulate 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, commercial and electric vehicle industries and are subject to general economic, political, financial, competitive, legislative and regulatory factors that are beyond our control. Moreover, to the extent that existing cash, cash equivalents, cash from operations, and cash from short-term borrowing are insufficient to fund our future activities, we may need to raise additional funds through public or private equity or debt financing. 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.

 

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Table of Contents

 

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

 

Cash Flows

 

The following table provides our cash flow data for the six months ended October 31, 2015 and November 1, 2014 (in thousands):

 

 

 

Six Months Ended

 

 

 

October 31,
2015

 

November 1,
2014

 

 

 

(Unaudited)

 

Net cash (used in) provided by operating activities

 

$

(22,909

)

$

12,358

 

Net cash provided by (used in) investing activities

 

$

10,772

 

$

(14,015

)

Net cash (used in) provided by financing activities

 

$

(3,241

)

$

1,027

 

 

Cash (Used in) Provided by Operating Activities. Net cash used in operating activities for the six months ended October 31, 2015, increased by $35.3 million to $22.9 million, compared to net cash provided by operating activities of $12.4 million for the six months ended November 1, 2014. The increase in net cash used in operating activities was primarily due to an increase in working capital needs of $41.2 million and lower depreciation and amortization expense of $1.5 million, partially offset by a decreased net loss of $3.9 million and an other-than-temporary impairment loss of $2.2 million on available-for-sale equity securities.

 

Cash Provided by (Used in) Investing Activities. Net cash provided by investing activities increased by $24.8 million to $10.8 million for the six months ended October 31, 2015, compared to net cash used in investing activities of $14.0 million for the six months ended November 1, 2014. The increase in net cash provided by investing activities was primarily due to an increase in net redemptions and sales of investments of $26.5 million, partially offset by increased acquisitions of property and equipment of $1.7 million.

 

Cash (Used in) Provided by Financing Activities. Net cash used in financing activities increased by $4.3 million to $3.2 million for the six months ended October 31, 2015, compared to net cash provided by financing activities of $1.0 million for the six months ended November 1, 2014. The increase in cash used in financing activities was primarily due to the purchase and retirement of common stock of $3.8 million.

 

Off-Balance Sheet Arrangements

 

During the second quarter, there were no material changes in our off-balance sheet arrangements or contractual obligations and commercial commitments from those disclosed in the Form 10-K for the fiscal year ended April 30, 2015.

 

Inflation

 

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

 

New Accounting Standards

 

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

 

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Table of Contents

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

In the ordinary course of business, we are exposed to various market risk factors, including fluctuations in interest rates, changes in general economic conditions, domestic and foreign competition, and foreign currency exchange rates.

 

Interest Rate Risk

 

It is our policy not to enter into interest rate derivative financial instruments. We do not currently have any significant interest rate exposure.

 

Foreign Currency Exchange Rate Risk

 

Since a significant part of our sales and expenses are denominated in U.S. dollars, we have not experienced significant foreign exchange gains or losses to date, and do not expect to incur significant foreign exchange gains or losses in the future. We occasionally engage in forward contracts in foreign currencies to limit our exposure on non-U.S. dollar transactions.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

 

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

 

As required by Rule 13a-15(b) under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures.

 

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

 

Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting or in other factors identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the quarter ended October 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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Table of Contents

 

PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

We are not currently a party to any material legal proceedings. We are, however, subject to lawsuits, 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 certainty. The outcome or costs we incur in connection with a legal proceeding could adversely impact our operating results and financial position.

 

ITEM 1A. RISK FACTORS

 

There have been no material changes to the risk factors disclosed under Part I, Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended April 30, 2015.  Please refer to that section for disclosures regarding the risks and uncertainties related to our business.

 

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

 

Issuer Purchases of Equity Securities

 

The following table provides information about repurchases by us of shares of our common stock during the quarter ended October 31, 2015:

 

Period

 

Total Number of
Shares

 

Average Price Paid
per Share

 

Total Number of
Shares Purchased as
Part of Share
Repurchase Program
(1)

 

Maximum Dollar
Value of Shares
Available for
Purchase Under
Share Repurchase
Program (1) (in
millions)

 

Sep. 23 – Sep. 26, 2015

 

 

$

 

 

$

25.0

 

Sep. 27 – Oct. 31, 2015

 

183,261

 

$

20.47

 

183,261

 

$

21.2

 

Total

 

183,261

 

 

 

183,261

 

$

21.2

 

 


(1)

On September 24, 2015, the Company announced that on September 23, 2015 its Board of Directors authorized a share repurchase program (the “Share Repurchase Program”), pursuant to which the Company may repurchase up to $25 million of its common stock from time to time, in amounts and at prices the Company deems appropriate, subject to market conditions and other considerations.  Share repurchases may be executed through open market transactions or negotiated purchases and may be made under a Rule 10b5-1 plan. There is no expiration date for the program. The Share Repurchase Program does not obligate the Company to acquire any particular amount of common stock and may be suspended at any time by the Company’s Board of Directors.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

None.

 

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Table of Contents

 

ITEM 5. OTHER INFORMATION

 

Effective September 24, 2015, the Company executed a lease agreement with Monrovia Technology Campus LLC for office space located at 800 Royal Oaks Drive, Monrovia, California.  The initial term of the lease begins on January 15, 2016 and ends on June 30, 2024.  The Company will begin making monthly rental payments under the lease on July 1, 2016.  The base monthly rent during the lease term will be as follows for the periods below:

 

July 1, 2016 to June 30, 2017

 

$

83,564

 

July 1, 2017 to June 30, 2018

 

$

86,071

 

July 1, 2018 to June 30, 2019

 

$

88,653

 

July 1, 2019 to June 30, 2020

 

$

91,313

 

July 1, 2020 to June 30, 2021

 

$

94,052

 

July 1, 2021 to June 30, 2022

 

$

96,874

 

July 1, 2022 to June 30, 2023

 

$

99,780

 

July 1, 2023 to June 30, 2024

 

$

102,773

 

 

The Company has two options to renew the lease agreement for additional thirty-six month periods upon the expiration of the then current term.

 

The Company has a one-time right to cancel the lease after the fourth year of the initial term upon payment of a termination fee equal to the unamortized portion of the brokerage commissions and unamortized portion of the tenant improvement and relocation allowance under the lease.

 

The foregoing description of the lease agreement does not purport to be complete and is subject to, and qualified in its entirety by, the complete text of the lease agreement which is filed as Exhibit 10.1 to this Quarterly Report and incorporated herein by reference.

 

ITEM 6. EXHIBITS

 

Exhibit
Number

 

Description

10.1

 

Standard Multi-Tenant Office Lease — Gross, dated September 24, 2015, between AeroVironment, Inc. and Monrovia Technology Campus LLC for property at 800 Royal Oaks Dr. Monrovia, California, including addendums thereto

31.1

 

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

31.2

 

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

32

 

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

101.INS

 

XBRL Instance Document.

101.SCH

 

XBRL Taxonomy Extension Schema Document.

101.CAL

 

XBRL Taxonomy Calculation Linkbase Document.

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB

 

XBRL Taxonomy Label Linkbase Document.

101.PRE

 

XBRL Taxonomy Presentation Linkbase Document.

 

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Table of Contents

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: December 8, 2015

 

AEROVIRONMENT, INC.

 

 

 

 

By:

/s/ Timothy E. Conver

 

 

Timothy E. Conver

 

 

Chairman, Chief Executive Officer and President

 

 

(Principal Executive Officer)

 

 

 

 

 

/s/ Raymond D. Cook

 

 

Raymond D. Cook

 

 

Senior Vice President and Chief Financial Officer

 

 

(Principal Financial and Accounting Officer)

 

24