AVAV AeroVironment Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): March 3, 2015

AEROVIRONMENT, INC.

(Exact name of registrant as specified in its charter)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

Item 2.02.  Results of Operations and Financial Condition

On March 3, 2015, AeroVironment, Inc. issued a press release announcing third quarter financial results for the period ended January 31, 2015, a copy of which is attached hereto as Exhibit 99.1.

The information in this Current Report on Form 8-K, including the exhibit, is furnished pursuant to Item 2.02 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing of AeroVironment, Inc. under the Securities Act of 1933, as amended, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing.

In addition to historic information, this report, including the exhibit, contains forward-looking statements regarding events, performance and financial trends. Various factors could affect future results and could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. Some of those factors are identified in the exhibit, and in our periodic reports filed with the Securities and Exchange Commission.

Item 9.01.  Financial Statements and Exhibits

(d)  Exhibits.

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SIGNATURE

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

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Exhibit 99.1

AeroVironment, Inc. Announces Fiscal 2015 Third Quarter Results

MONROVIA, Calif., March. 3, 2015 — AeroVironment, Inc. (NASDAQ: AVAV) today reported financial results for its third quarter ended January 31, 2015.

“During the quarter, our team continued to execute our strategy successfully and we delivered results in-line with our full-year plan, including revenue of $68.4 million and gross profit margin of 39.5 percent,” said Tim Conver, AeroVironment chairman and chief executive officer.  “Equally important was the progress we achieved in key investment areas that will position AeroVironment to enhance value for our stockholders.  We expanded our commercial UAS information services, achieved success demonstrating our initial Switchblade variant and generated additional interest in our tactical missile systems from existing and potential new customers.  In our core business, we were selected as the first of four pathfinder projects for the United States-India Technology Transfer Initiative, launched our TurboDock workplace EV charging solution and delivered Wasp AE systems to the Marine Corps, all of which will position us for continued growth.”

FISCAL 2015 THIRD QUARTER RESULTS

Revenue for the third quarter of fiscal 2015 was $68.4 million, down 1% from third quarter fiscal 2014 revenue of $69.2 million. The decrease in revenue resulted from decreased sales in our Efficient Energy Systems (EES) segment of $1.3 million offset by an increase in sales in our Unmanned Aircraft Systems (UAS) segment of $0.5 million.

Gross margin for the third quarter of fiscal 2015 was $27.0 million, down 0% from third quarter fiscal 2014 gross margin of $27.1 million. The decrease in gross margin was due to lower product margins of $0.5 million offset by higher service margins of $0.4 million. As a percentage of revenue, gross margin remained at 39%.

Income from operations for the third quarter of fiscal 2015 was $5.1 million compared to income from operations for the third quarter of fiscal 2014 of $8.6 million. The decrease in income from operations was a result of lower revenue, resulting in $0.1 million lower gross margin, higher research and development (R&D) expense of $3.3 million and higher selling, general & administrative (SG&A) expense of $0.1 million.

Other expense, net, for the third quarter of fiscal 2015 was $0.1 million compared to other income, net, for the third quarter of fiscal 2014 of $4.9 million.  The third quarter of fiscal 2014 included a $4.7 million increase in fair value of the embedded conversion feature of our convertible bond investment.

During the third quarter of fiscal 2015, we did not have any convertible bond investments.

Net income for the third quarter of fiscal 2015 was $2.3 million compared to net income for the third quarter of fiscal 2014 of $11.2 million.

Earnings per diluted share for the third quarter of fiscal 2015 were $0.10 compared to earnings per diluted share for the third quarter of fiscal 2014 of $0.49.  Earnings per diluted share for the third quarter of fiscal 2015 were not impacted by our equity investment. Earnings per diluted share for the third quarter of fiscal 2014 included an increase of $0.15 per share due to the increase in fair value of the conversion option of our convertible bond investment.

FISCAL 2015 YEAR-TO-DATE RESULTS

Revenue for the first nine months of fiscal 2015 was $172.9 million, down 3% from first nine months fiscal 2014 revenue of $178.2 million. The decrease in revenue resulted from decreased sales in our UAS segment of $6.5 million offset by an increase in sales in our EES segment of $1.2 million.

Gross margin for the first nine months of fiscal 2015 was $58.9 million, down 7% from first nine months fiscal 2014 gross margin of $63.5 million. The decrease in gross margin was due to lower service margins of $5.2 million offset by higher product margins of $0.7 million. As a percentage of revenue, gross margin decreased from 36% to 34%.

Loss from operations for the first nine months of fiscal 2015 was $5.5 million compared to income from operations for the first nine months of fiscal 2014 of $5.5 million. The loss from operations was the result of lower revenue, resulting in a $4.6 million decrease in gross margin, higher R&D expense of $4.9 million and higher SG&A expense of $1.4 million.

Other income, net, for the first nine months of fiscal 2015 was $0.4 million compared to other expense, net, for the first nine months of fiscal 2014 of $0.4 million.  During the first nine months of fiscal 2014, other expense was primarily related to the conversion feature of two convertible bonds that decreased in value. During the first nine months of fiscal 2015, only one bond remained and it was converted into equity securities on August 11, 2014.

Net loss for the first nine months of fiscal 2015 was $4.2 million compared to net income for the first nine months of fiscal 2014 of $5.7 million.

Loss per share for the first nine months of fiscal 2015 was $0.18 compared to earnings per share for the first nine months of fiscal 2014 of $0.25.  Loss per share was reduced by $0.01 per share due to the change in fair value of the conversion option of our convertible bond investment and related sales of stock. Earnings per diluted share for the first nine months of fiscal 2014 included a reduction of $0.03 per share due to the decrease in fair value of the conversion option of our convertible bond investment.

BACKLOG

As of January 31, 2015, funded backlog (unfilled firm orders for which funding is currently appropriated to us under a customer contract) was $89.3 million compared to $65.9 million as of April 30, 2014.

FISCAL 2015 — OUTLOOK FOR THE FULL YEAR

For fiscal 2015, the company continues to expect to generate revenue of between $250 million and $270 million and gross profit margin of between 34.5 percent and 37.5 percent at the respective revenue levels.  Planned increases in research and development and business development investments for Tactical Missile Systems, Commercial UAS and Global Observer business areas in fiscal 2015 may largely offset operating profit in the current fiscal year.

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

CONFERENCE CALL

In conjunction with this release, AeroVironment, Inc. will host a conference call today, Tuesday, March 3, 2015, at 1:30 pm Pacific Time that will be broadcast live over the Internet. Timothy E. Conver, chairman and chief executive officer, Teresa Covington, interim chief financial officer and Steven A. Gitlin, vice president of investor relations, will host the call.

4:30 PM ET

3:30 PM CT

2:30 PM MT

1:30 PM PT

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

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

Audio Replay Options

An audio replay of the event will be archived on the Investor Relations page of the company’s website, at http://investor.avinc.com. The audio replay will also be available via telephone from Tuesday, March 3, 2015, at approximately 4:30 p.m. Pacific Time through Tuesday, March 10, 2015, at 9:00 p.m. Pacific Time. Dial (855) 859-2056 and enter the passcode 75333022. International callers should dial (404) 537-3406 and enter the same passcode number to access the audio replay.

ABOUT AEROVIRONMENT, INC.

AeroVironment is a technology solutions provider that designs, develops, produces, supports and operates an advanced portfolio of Unmanned Aircraft Systems (UAS) and electric transportation solutions. The company’s electric-powered, hand-launched unmanned aircraft systems generate and process data to deliver powerful insight, on-demand, to people engaged in military, public safety and commercial activities around the world. AeroVironment’s electric transportation solutions include a comprehensive suite of electric vehicle (EV) charging systems, installation and network services for consumers, automakers, utilities and government agencies, power cycling and test systems for EV developers and industrial electric vehicle charging systems for commercial fleets. More information about AeroVironment is available at www.avinc.com.

FORWARD-LOOKING STATEMENTS

This press release contains “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words such as “believe,” “anticipate,” “expect,” “estimate,” “intend,” “project,” “plan,” or words or phrases with similar meaning. Forward-looking statements are based on current expectations, forecasts and assumptions that involve risks and uncertainties, including, but not limited to, economic, competitive, governmental and technological factors outside of our control, that may cause our business, strategy or actual results to differ materially from the forward-looking statements.  Factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, reliance on sales to the U.S. government; changes in the timing and/or amount of government spending; changes in the supply and/or demand and/or prices for our products and services; the activities of competitors; failure

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

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Consolidated Statements of Operations (Unaudited)

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Reconciliation of Earnings (Loss) per Share (Unaudited)

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Consolidated Balance Sheets

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Consolidated Statements of Cash Flows (Unaudited)

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Reportable Segment Results are as Follows (Unaudited):

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Contact:

AeroVironment, Inc.

Steven Gitlin

+1 (626) 357-9983

ir@avinc.com