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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10‑K
 
☒	Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934	
For the fiscal year ended April 30, 2016	
☐	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.)	
800 Royal Oaks Drive, Suite 210	 	
Monrovia, CA	91016	
(Address of Principal Executive Offices)	(Zip Code)	
Registrant’s telephone number, including area code: (626) 357‑9983	

Securities registered pursuant to Section 12(b) of the Act:
 
Title of Class	 	Name of each exchange on which registered	
Common Stock, par value $0.0001 per share	 	The NASDAQ Stock Market LLC	
 
Securities registered pursuant to Section 12(g) of the Act:
 
None
 
Indicate by check mark if the registrant is a well‑known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐  No ☒
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐  No ☒
 
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 ☒  No ☐
 
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 ☒  No ☐
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S‑K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10‑K or any amendment to this Form 10‑K. ☐
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b‑2 of the Exchange Act. (Check One):
 
Large accelerated filer ☐	Accelerated filer ☒	Non‑accelerated filer ☐
(Do not check if a smaller reporting company)	Smaller reporting company ☐	

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Act). Yes ☐  No ☒
 
The aggregate market value of the voting stock held by non‑affiliates of the registrant, based on the closing price on the NASDAQ Global Select Market on October 31, 2015 was approximately $481.6 million.
 
As of June 17, 2016, the issuer had 23,355,320 shares of common stock, par value $0.0001 per share, issued and outstanding.
 
DOCUMENTS INCORPORATED BY REFERENCE
 
Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the conclusion of the registrant’s fiscal year ended April 30, 2016, are incorporated by reference into Part III of this Form 10‑K.

 

 
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AEROVIRONMENT, INC.
INDEX TO FORM 10‑K
 
 	    	 	    	Page	 	
PART I 	 	 	 	 	 	
Item 1. 	 	Business	 	3 	 	
Item 1A. 	 	Risk Factors	 	22 	 	
Item 1B. 	 	Unresolved Staff Comments	 	45 	 	
Item 2. 	 	Properties	 	45 	 	
Item 3. 	 	Legal Proceedings	 	45 	 	
Item 4. 	 	Mine Safety Disclosure	 	45 	 	
PART II 	 	 	 	 	 	
Item 5. 	 	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	 	46 	 	
Item 6. 	 	Selected Consolidated Financial Data	 	48 	 	
Item 7. 	 	Management’s Discussion and Analysis of Financial Condition and Results of Operations	 	48 	 	
Item 7A. 	 	Quantitative and Qualitative Disclosures About Market Risk	 	59 	 	
Item 8. 	 	Financial Statements and Supplementary Data	 	61 	 	
Item 9. 	 	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	 	97 	 	
Item 9A. 	 	Controls and Procedures	 	97 	 	
Item 9B. 	 	Other Information	 	98 	 	
PART III 	 	 	 	 	 	
Item 10. 	 	Directors, Executive Officers and Corporate Governance	 	100 	 	
Item 11. 	 	Executive Compensation	 	100 	 	
Item 12. 	 	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	 	100 	 	
Item 13. 	 	Certain Relationships and Related Transactions, and Director Independence	 	100 	 	
Item 14. 	 	Principal Accounting Fees and Services	 	100 	 	
PART IV 	 	 	 	 	 	
Item 15. 	 	Exhibits, Financial Statement Schedules	 	101 	 	

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PART I
 
Forward‑Looking Statements
 
This Annual Report on Form 10‑K, or Annual Report, contains forward‑looking statements, which reflect our current views about future events and financial results. We have made these statements in reliance on the safe harbor created by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act). Forward‑looking statements include our views on future financial results, financing sources, product development, capital requirements, market growth and the like, and are generally identified by terms such as “may,” “will,” “should,” “could,” “targets,” “projects,” “predicts,” “contemplates,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans” and similar words. Forward‑looking statements are merely predictions and therefore inherently subject to uncertainties and other factors which could cause the actual results to differ materially from the forward‑looking statement. These uncertainties and other factors include, among other things:
 
 	·	 	unexpected technical and marketing difficulties inherent in major research and product development efforts;	
 
 	·	 	availability of U.S. government funding for defense procurement and research and development programs;	
 
 	·	 	the extensive regulatory requirements governing our contracts with the U.S. government and the results of any audit or investigation of our compliance therewith;	
 
 	·	 	our ability to remain a market innovator and to create new market opportunities;	
 
 	·	 	the potential need for changes in our long‑term strategy in response to future developments;	
 
 	·	 	unexpected changes in significant operating expenses, including components and raw materials;	
 
 	·	 	changes in the supply, demand and/or prices for our products and services;	
 
 	·	 	increased competition, including from firms that have substantially greater resources than we have and in the UAS business from lower‑cost consumer drone manufacturers who may seek to enhance their systems’ capabilities over time;	
 
 	·	 	the complexities and uncertainty of obtaining and conducting international business, including export compliance and other reporting requirements;	
 
 	·	 	changes in the regulatory environment; and	
 
 	·	 	general economic and business conditions in the United States and elsewhere in the world.	
 
Set forth below in Item 1A, “Risk Factors” are additional significant uncertainties and other factors affecting forward‑looking statements. The reader should understand that the uncertainties and other factors identified in this Annual Report are not a comprehensive list of all the uncertainties and other factors that may affect forward‑looking statements. We do not undertake any obligation to update or revise any forward‑looking statements or the list of uncertainties and other factors that could affect those statements.
 
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Item 1.  Business.
 
Overview
 
We design, develop, produce, support and operate a technologically‑advanced portfolio of products and services for government agencies, businesses and consumers. We supply unmanned aircraft systems (“UAS”), tactical missile systems and related services primarily to organizations within the U.S. Department of Defense (“DoD”). We also supply charging systems and services for electric vehicles, or EVs, and power cycling and test systems to commercial, consumer and government customers. We derive the majority of our revenue from these business areas and we believe that the markets for these solutions have significant growth potential. Additionally, we believe that some of the innovative potential products and services in our research and development pipeline will emerge as new growth platforms in the future, creating additional market opportunities.
 
Our success with current products and services stems from our investment in research and development and our ability to invent and deliver advanced solutions, utilizing proprietary and commercially available technologies, to help our government, commercial and consumer customers operate more effectively and efficiently. We develop these highly innovative solutions by working very closely with our key customers in each segment of our business to solve their most important challenges related to our areas of expertise. Our core technological capabilities, developed through more than 40 years of innovation, include lightweight aerostructures; power electronics; electric propulsion systems; efficient electric power generation, conversion, and storage systems; high‑density energy packaging; miniaturization; digital data links (“DDL”); aircraft sensors; controls integration; and systems integration and engineering optimization, hybrid propulsion, vertical takeoff fixed wing flight and autonomy, each coupled with professional field service capabilities.
 
Our UAS business segment focuses primarily on the design, development, production, marketing, support and operation of innovative UAS and tactical missile systems and the delivery of UAS‑related services that provide situational awareness, remote sensing, multi‑band communications, force protection and other information and mission effects to increase the safety and effectiveness of our customers’ operations. Our Efficient Energy Systems, or EES, business segment focuses primarily on the design, development, production, marketing, support and operation of innovative efficient electric energy systems that address the growing demand for electric transportation solutions.
 
Our Strategy
 
As a technology solutions provider, our strategy is to develop innovative, safe and reliable new solutions that provide customers with valuable benefits and enable us to create new markets or market segments, gain market share and grow as market adoption increases. We believe that by introducing new solutions that provide customers with compelling value we are able to create new markets or market segments and then grow our positions within those markets or market segments profitably, instead of entering existing markets and competing against large, incumbent competitors that may possess advantages in scope, scale, resources and relationships.
 
We intend to grow our business by preserving a leadership position in the UAS, tactical missile system, electric vehicle charging system and power cycling and test system markets, and by creating new solutions that enable us to create and establish leadership positions in new markets. Key components of this strategy include the following:
 
Expand our market leadership to grow existing markets and create new adjacent markets.  Our small UAS, tactical missile systems, electric vehicle charging systems and power cycling and test systems enjoy leading positions in their respective markets. We intend to increase the penetration of our small UAS products and services and tactical missile systems within the U.S. military, the military forces of allied nations, other government agencies and non‑government organizations, including commercial entities. We believe that the broad adoption of our small UAS by the U.S. military will continue to spur demand by allied nations, and that our efforts to pursue new applications are creating opportunities beyond the early adopter military market. We similarly intend to increase the penetration of our electric vehicle charging systems and services, and our power cycling and test systems, into existing and new customer segments globally.
 
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Deliver innovative new solutions.  Customer‑focused innovation is the primary driver of our growth. We plan to continue pursuing internal and customer‑funded research and development to develop better, more capable products, services and business models, both in response to and in anticipation of emerging customer needs. In some cases, these innovations result in upgrades to existing offerings, expanding their value among existing customers and markets. In other cases, these innovations become entirely new solutions that position us to address new markets, customers and business opportunities. We believe focused research and development investments will allow us to deliver innovative new products and services that address market needs within and outside of our current target markets, and enable us to create new opportunities for growth. We view strategic partners as a means by which to further the reach of our innovative solutions through access to new markets, customers and complementary capabilities.
 
Foster our entrepreneurial culture and continue to attract, develop and retain highly‑skilled personnel.   Our company culture encourages innovation and an entrepreneurial spirit, which helps to attract and retain highly‑skilled professionals. We intend to preserve this culture to encourage the development of the innovative, highly technical system solutions and business models that give us our competitive advantage. A core component of our culture is our intent to demonstrate trust and integrity in all of our interactions, contributing to a positive work environment and engendering loyalty among our employees and customers. We survey our employees to identify opportunities to increase employee engagement and to create a better workplace.
 
Preserve our agility and flexibility.  We respond rapidly to evolving markets, solve complicated customer problems, and strive to deliver new products, services and capabilities quickly, efficiently and affordably relative to available alternatives. We believe our agility and flexibility help us to strengthen our relationships with customers and partners. We intend to maintain our agility and flexibility, which we believe to be important sources of differentiation when we compete against organizations with more extensive resources.
 
Effectively manage our growth portfolio for long‑term value creation.  Our production and development programs and services provide us with investment opportunities that we believe will deliver long‑term growth by providing our customers with valuable new capabilities. We evaluate each opportunity independently and within the context of all other investment opportunities to determine its relative timing and potential, and thereby its priority. This process allows us to make informed decisions regarding potential growth capital requirements and ensures that we allocate resources based on relative risks and returns to maximize long‑term value creation, which is a key element of our growth strategy.
 
Customers
 
We sell the majority of our UAS and tactical missile systems and services to organizations within the DoD, including the U.S. Army, Marine Corps, Special Operations Command, Air Force and Navy. Our EES business segment generates revenue from commercial, consumer and, to a lesser extent, government customers.
 
During our fiscal year ended April 30, 2016, we generated approximately 27% of our revenue from the U.S. Army pursuant to orders placed under contract by the U.S. Army on behalf of itself as well as several other organizations within the DoD. Other U.S. government agencies and government subcontractors accounted for 36% of our sales revenue, while purchases by foreign, commercial and consumer customers accounted for the remaining 37% of sales revenue during our fiscal year ended April 30, 2016.
 
Technology, Research and Development
 
Technological Competence and Intellectual Property
 
Our company was founded by the late Dr. Paul B. MacCready, the former Chairman of our board of directors and an internationally renowned innovator who was instrumental in establishing our entrepreneurial and creative culture. This culture has consistently enabled us to attract and retain highly‑motivated, talented employees and has established our reputation as an innovative leader in the industries in which we compete.
 
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The innovations developed by our company and our founder include, among others: the world’s first effective human‑powered and manned solar‑powered airplanes; the first modern passenger electric car, the EV1 prototype for General Motors; the world’s highest flying airplane in level flight, Helios™, a solar‑powered unmanned aircraft system that reached over 96,000 feet above sea level in 2001; Global Observer, the world’s first liquid hydrogen‑fueled unmanned aircraft system; the Nano Hummingbird™, the world’s first flapping wing unmanned aircraft system capable of precise hover and omni‑directional flight; TurboCord™, the smallest, most portable UL‑listed 240‑volt EV charger; and Blackwing™, the first submarine-launched unmanned aircraft system deployed by the U.S. Navy. The Smithsonian Institution possesses seven vehicles developed by our company or our founder in its permanent collection. Our history of innovation excellence is the result of our talented, creative and skilled employees whom we encourage to invent and develop innovative new solutions.
 
A component of our ongoing innovation is a screening process that helps our business managers identify early market needs, which assists us in making timely investments into critical technologies necessary to develop solutions to address these needs. Similarly, we manage new product and business concepts through a commercialization process that balances spending, resources, time and intellectual property considerations against market requirements and potential returns on investment. Strongly linking our technology and business development activities to customer needs in attractive growth markets constitutes an important element of this process. Throughout the process we revisit our customer requirement assumptions to evaluate continued investment and to help ensure that our products and services deliver high value.
 
As a result of our commitment to research and development, we possess an extensive portfolio of intellectual property in the form of patents, trade secrets, copyrights and trademarks across a broad range of UAS and advanced energy technologies. As of April 30, 2016, we had 149 U.S. patents issued; 72 U.S. patent applications pending; 14 active Patent Cooperation Treaty applications; and numerous foreign patents and applications. In many cases, when appropriate and to preserve confidentiality, we opt to protect our intellectual property through trade secrets as opposed to filing for patent protection.
 
The U.S. government has licenses to some of our intellectual property that was specifically developed in performance of government contracts, and may use or authorize others to use this intellectual property. In some cases we fund the development of certain intellectual property to maximize its value and limit its use by potential competitors. While we consider the development and protection of our intellectual property to be integral to the future success of our business, at this time we do not believe that a loss or limitation of rights to any particular piece of our intellectual property would have a material adverse effect on our overall business.
 
Research, Development and Commercialization Projects
 
A core component of our business strategy is the focused development and commercialization of innovative solutions that we believe can become new products or services that enable us to create large new markets or accelerate the growth of our current products and services. We invest in an active pipeline of these commercialization projects that range in maturity from technology validation to early market adoption. We cannot predict when, if ever, we will successfully commercialize these projects, or the exact level of capital expenditures they could require, which could be substantial.
 
For the fiscal years ended April 30, 2016, 2015 and 2014, our internal research and development spending amounted to 16%, 18% and 10%, of our revenue, respectively, and customer‑funded research and development spending amounted to an additional 20%, 14% and 11%, of our revenue, respectively.
 
Sales and Marketing
 
Our marketing strategy is based on developing leadership positions in new markets that we create through the introduction of innovation solutions that improve customer operational effectiveness and efficiency. Our ability to operate in an agile, flexible manner helps us achieve first mover advantage and work closely with early customers to achieve successful adoption of our solutions. Once we establish a market position we work to maintain our leadership position while growing our revenue by expanding sales and through continuous innovation and customer support. Our
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reputation for innovation is a key component of our brand and has been acknowledged through a variety of awards and recognized in numerous articles in domestic and international publications. We have U.S. registered trademarks for AeroVironment, AV, EV Solutions, TurboCord, PosiCharge, PosiNet, BMID, Global Observer, Wasp and Switchblade, and have several other pending applications for trademark registration.
 
International Sales
 
We contract with international sales representatives and team with domestic organizations in a number of foreign markets and believe that these markets represent growth opportunities for our business. Our international sales accounted for approximately 28%, 9% and 14%, of our revenue for the fiscal years ended April 30, 2016, 2015 and 2014, respectively.
 
Competition
 
We believe that the principal competitive factors in the markets for our products and services include product performance; safety; features; acquisition cost; lifetime operating cost, including maintenance and support; ease of use; rapid integration with existing equipment and processes; quality; reliability; customer support; and brand and reputation.
 
Manufacturing and Operations
 
We pursue a lean and efficient production strategy across our business segments, focusing on rapid prototyping, supply chain management, final assembly, integration, quality and final acceptance testing. Using concurrent engineering techniques within an integrated product team structure, we rapidly prototype design concepts and products, while working to optimize our designs to meet manufacturing requirements, mission capabilities and customer specifications. Within this framework we develop our products with feedback and input from manufacturing, quality, supply chain management, key suppliers, logistics personnel and customers. We incorporate this input into product designs in an effort to maximize the efficiency and quality of our products. As a result, we believe that we significantly reduce the time required to move a product from its design phase to full‑rate production deliveries while achieving high reliability, quality and yields.
 
We outsource certain production activities, such as the fabrication of structures, the manufacture of electronic printed circuit board subassemblies, payload components and the medium to high volume production of our EV charging products, to qualified suppliers, with many of whom we have long‑term relationships. This outsourcing enables us to focus on final assembly, system integration and test processes for our products, ensuring high levels of quality and reliability. We forge strong relationships with key suppliers based on their ability to grow with our production needs and support our growth plans. We continue to expand upon our suppliers’ expertise to improve our existing products and develop new solutions. We rely on both single and multiple suppliers for certain components and subassemblies. See “Risk Factors—If critical components or raw materials used to manufacture our products become scarce or unavailable, then we may incur delays in manufacturing and delivery of our products, which could damage our business” for more information. All of our production system operations incorporate internal and external quality programs and processes to increase acceptance rates, reduce lead times and lower cost.
 
Contract Engineering Services
 
We actively pursue externally funded projects that help us to strengthen our technological capabilities. Our UAS business segment submits bids to large research customers such as the Defense Advanced Research Projects Agency, the U.S. Air Force, the U.S. Army and the U.S. Special Operations Command for projects that we believe have future commercial application. Providing these services contributes to the development and enhancement of our technical competencies. In an effort to manage the ability of our key technical personnel to support multiple, high‑value research and development initiatives, we attempt to limit the volume of contract engineering projects that we accept. This process enables us to focus these personnel on projects we believe offer the greatest current and future value to our business.
 
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Contract Mix
 
The table below shows our revenue for the periods indicated by contract type, including both government and commercial sales:

 	 	Fiscal Year Ended	 	 	
 	 	April 30,	 	 	
 	    	2016	    	 	2015	    	 	2014	 	 	
Fixed-price contracts	 	78	%	 	85	%	 	85	%	 	
Cost-reimbursable contracts	 	22	%	 	15	%	 	15	%	 	
 
Employees
 
As of April 30, 2016, we had 674 full‑time employees, of whom 240 were in research and development and engineering, 59 were in sales and marketing, 214 were in operations and 161 were general and administrative personnel. We believe that we have a good relationship with our employees.
 
Backlog
 
We define funded backlog as unfilled firm orders for products and services for which funding currently is appropriated to us under the contract by the customer. As of April 30, 2016 and 2015, our funded backlog was approximately $65.8 million and $64.7 million, respectively. We expect that approximately 96% of our funded backlog will be filled during our fiscal year ending April 30, 2017.
 
In addition to our funded backlog, we had unfunded backlog of $16.7 million and $19.1 million as of April 30, 2016 and 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 that contract was awarded to five companies in 2012, including AeroVironment, and we cannot be certain that we will receive all task orders issued against the contract.
 
Because of possible future changes in delivery schedules and/or cancellations of orders, backlog at any particular date is not necessarily representative of actual sales to be expected for any succeeding period, and actual sales for the year may not meet or exceed the backlog represented. Our backlog is typically subject to large variations from quarter to quarter as existing contracts expire, are renewed, or new contracts are awarded. A majority of our contracts, specifically our IDIQ contracts, do not obligate the U.S. government to purchase any goods or services. Additionally, all U.S. government contracts included in backlog, whether or not they are funded, may be terminated at the convenience of the U.S. government.
 
Other Information
 
AeroVironment, Inc. was originally incorporated in the State of California in July 1971 and reincorporated in Delaware in 2006.
 
Our principal executive offices are located at 800 Royal Oaks Drive, Suite 210, Monrovia, California 91016. Our telephone number is (626) 357‑9983. Our website home page is  http://www.avinc.com . We make our website content available for information purposes only. It should not be relied upon for investment purposes, nor is it incorporated by reference into this Annual Report.
 
We make our annual reports on Form 10‑K, quarterly reports on Form 10‑Q, current reports on Form 8‑K and proxy statements for our annual stockholders’ meetings, as well as any amendments to those reports, available free of
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charge through our website as soon as reasonably practical after we electronically file that material with, or furnish it to, the Securities and Exchange Commission, or SEC. You can learn more about us by reviewing our SEC filings. Our SEC reports can be accessed through the investor relations page of our web site at  http://investor.avinc.com . These reports may also be obtained at the SEC’s public reference room at 100 F. Street, N.E., Washington, DC 20549. The SEC also maintains a web site at www.sec.gov that contains our reports, proxy statements and other information regarding us.
 
Unmanned Aircraft Systems
 
Our UAS business segment addresses the increasing economic and security value of network‑centric intelligence, surveillance and reconnaissance, or ISR, communications and remote sensing, with innovative UAS and tactical missile system solutions.
 
Industry Background
 
Small UAS
 
The market for small UAS has grown significantly over the last decade driven largely by the demands associated with the global threat environment and the resulting procurement by military customers, the early adopters for this technology. Small UAS now represent an accepted and enduring capability for the military. The U.S. military’s transformation into a smaller, more agile force that operates via a network of observation, communication and precision targeting technologies accelerated following the terrorist attacks of September 11, 2001, as it required improved, distributed observation and targeting of enemy combatants who operate in small groups, often embedded in dense population centers or dispersed in remote locations. We believe that UAS, which range from large systems, such as Northrop Grumman’s  Global Hawk  and General Atomics’ Predator ,   Sky Warrior ,   Reaper  and  Gray Eagle , to small systems, such as our Raven, Wasp AE, Puma AE and Shrike, serve as integral components of today’s military force. These systems provide critical observation and communications capabilities serving the increasing demand for actionable intelligence, while reducing risk to individual “warfighters.” Small UAS can provide real‑time observation and communication capabilities to the small units who control them. As airspace regulations in the U.S. and other nations evolve to accommodate the commercial use of small UAS, we are furthering the application of small UAS technology in new markets such as energy, precision agriculture, transportation, infrastructure and public safety. We expect further growth through the introduction of UAS technology and services to these emerging commercial applications.
 
Tactical Missile Systems
 
The development of weapons capable of rapid deployment and precision strike while minimizing the risk to surrounding civilians, property and operators accelerated in recent years due to advances in enabling technologies. Weapons such as laser‑guided missiles, “smart” bombs and GPS‑guided artillery shells have dramatically improved the accuracy of strikes against hostile targets. When ground forces find themselves engaged in a firefight or near a target, their ability to employ a precision weapon system quickly and easily can mean the difference between mission success and failure. Such a rapidly deployable solution could also address emerging requirements for use in other types of situations and from a variety of sea, air and land platforms. We believe that embedding a precision lethal payload into a remotely controlled, man‑portable delivery system provides warfighters with a valuable and more cost‑effective alternative to existing airborne and land‑based missile systems.

Large UAS
 
We believe a market opportunity exists for large UAS that can fly for long periods of time to provide continuous remote sensing and communications in an affordable manner over great distances. Existing solutions such as communications satellites and manned and unmanned aircraft address some of the emerging demand for this capability, but do so at relatively high financial and resource costs. Geosynchronous satellites provide fixed, continuous communications relay capabilities to much of the globe, but they operate more than 20,000 miles from the surface of the earth, therefore limiting the bandwidth they can provide and requiring relatively larger, higher power ground stations.
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Remote sensing satellites typically operate at lower altitudes, but are unable to maintain geosynchronous positions, meaning they are moving with respect to the surface of the earth, resulting in a limited presence over specific areas of interest and significant periods of time during which they are not present over those areas. UAS that are capable of operating in an affordable manner for extended periods of time over an area of interest without gaps in availability while carrying a communications relay or observation payload could help to satisfy this need.

Our UAS Solutions
 
We supply our UAS products and services to multiple customers inside and outside of the United States. For the fiscal years ended April 30, 2016, 2015 and 2014, our UAS segment products and services accounted for 89%, 85% and 83%, of our revenue, respectively.
 
Small UAS Products
 
Our small UAS, including Raven, Wasp AE, Puma AE and Shrike, are designed to operate reliably a few hundred feet above the ground in a wide range of environmental conditions, providing a vantage point from which to deliver valuable information. Military forces employ our small UAS to deliver intelligence, surveillance and reconnaissance, or ISR, and communications, including real‑time tactical reconnaissance, tracking, combat assessment and geographic data, directly to the small tactical unit or individual operator, thereby increasing flexibility in mission planning and execution. In commercial applications, we operate our small UAS as part of a turnkey information solution to deliver advanced analysis and prescriptive actions that can reduce costs, enhance safety and increase revenue. Our small UAS wirelessly transmit critical live video and other information generated by their payload of electro‑optical, infrared or other sensors directly to a hand‑held ground control unit, enabling the operator to view and capture images, during the day or at night, on the control unit. Certain sensors generate a volume of data significantly larger than wireless bandwidth can accommodate, requiring downloading data once the air vehicle has landed. Our ground control systems allow the operator to control the aircraft by programming it for GPS‑based autonomous navigation using operator‑designated way‑points or by manual flight operation. The ground control systems are designed for durability and ease of use in harsh environments and incorporate a user‑friendly, intuitive user interface. All of our small UAS currently in production for military customers operate from our common ground control system.
 
All of our small UAS are designed to be portable by a single person, assembled without tools in less than five minutes and launched and operated by one or two people, with limited training required. The efficient and reliable electric motors used in all of our small UAS are powered by modular battery packs that can be replaced quickly, enabling rapid return to flight. All of our small UAS, other than Switchblade, which we consider a tactical missile system, and Blackwing, a single-use reconnaissance system deployed from submarines or unmanned underwater vehicles, are designed to be reusable for up to hundreds of flights under normal operating circumstances and can be recovered through an autonomous landing feature that enables a controlled descent to a designated location.
 
In military applications, our small UAS enable tactical commanders to observe around the next corner, to the next intersection or past a ridgeline in real‑time. This information facilitates faster, safer movement through urban, rural and mountainous environments and can enable troops to be proactive based on field intelligence rather than reactive to attack. Moreover, by providing this information, our systems reduce the risk to warfighters and to the surrounding population by providing the ability to tailor the military response to the threat. U.S. military personnel regularly use our small UAS, such as Raven, for missions such as force protection, combat observation and damage assessment. These reusable systems are easy to transport, assemble and operate and are relatively quiet when flying at typical operational altitudes of 200 to 300 feet above ground level, the result of our efficient electric propulsion systems. Furthermore, their small size makes them difficult to see from the ground. In addition, the low cost of our small UAS relative to larger systems and alternatives makes it practical for customers to deploy these assets directly to warfighters.
 
In emerging commercial applications, our small UAS enable companies to manage valuable assets such as crops, powerlines and railroad infrastructure, more effectively and safely than previously possible. Our commercial information services, consisting of trained operators, advanced sensors, cloud‑based data processing and application‑specific analysis, provide our customers with more accurate and timely information regarding their
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infrastructure, such as pipelines, roads and bridges, and can provide companies with agriculture operations with more accurate and timely information regarding their crops. Better and more timely information can translate into more efficient maintenance activities that prevent downtime, in the case of the energy industry, and more efficient use of scarce resources such as water, for agriculture.
 
Our small UAS offering also includes spare equipment, alternative payload modules, batteries, chargers, repair services and customer support. We provide training by our highly‑skilled instructors, who typically have extensive military experience, and continuous refurbishment and repair services for our products. By maintaining close contact with our customers and users in the field, we gather critical feedback on our products and incorporate that information into ongoing product development and research and development efforts. This approach enables us to improve our solutions in response to, and in anticipation of, evolving customer needs.
 
Each system in our small UAS portfolio typically includes multiple aircraft, our common and interoperable hand‑held ground control system and an array of spare parts and accessories. Our current small UAS portfolio consists of the following aircraft:

Small	    	 	    	 	    	 	    	 	    	 	    	 	 	 	 	
UAS	 	Wingspan	 	Weight	 	 	 	Standard	 	Range	 	Flight Time	 	
Product	 	(ft.)	 	(lbs.)	 	Recovery	 	Sensors	 	(mi.)(1)	 	(min.)(1)	 	
Puma AE	 	9.2	 	14	 	Vertical autonomous landing capable (ground or water)	 	Mechanical pan, tilt, zoom and digital zoom electro-optical and infrared	 	9.0	 	 	 	210	 	
Raven	 	4.5	 	4.5	 	Vertical autonomous landing capable	 	Mechanical pan, tilt, zoom and digital zoom electro-optical and infrared	 	6.0	 	60	-	90	 	
Wasp AE	 	3.3	 	2.8	 	Vertical autonomous landing capable (ground or water)	 	Mechanical pan, tilt, zoom and digital zoom electro-optical and infrared	 	3.0	 	 	 	50	 	
Shrike	 	3.0	 	5.5	 	Vertical takeoff and landing	 	Mechanical pan, tilt, zoom and digital zoom electro-optical and infrared	 	3.0	 	 	 	40	 	

 	(1)	 	Represents point‑to‑point minimum customer‑mandated specifications for all operating conditions. In optimal conditions, the performance of our products may significantly exceed these specifications. Our DDL relay can enable operational modes that can extend range significantly.	
 
The ground control system serves as the primary interface between the operator and the aircraft, and allows the operator to control the direction, speed and altitude of the aircraft as well as the orientation of the sensors to view the visual information they produce through real‑time, streaming video and metadata. Our common ground control system interfaces with each of our air vehicles, except Qube, providing a common user interface with each of our air vehicles. In addition to the thousands of air vehicles delivered to our customers, thousands of ground control systems are also in our customers’ hands.
 
The Qube is an unmanned aircraft system tailored to the needs of first response professionals such as law enforcement, search and rescue and fire department personnel. Based on the Shrike platform, the Qube incorporates an advanced touch screen interface to control the system and view the information produced by the air vehicle’s onboard sensors. Portable and easy to assemble, operate and stow, the Qube is designed to provide rapid airborne information within one kilometer of its launch point in situations where time is short and risk is high.
 
Our line of miniature gimbaled sensor payloads provides small UAS operators with enhanced observation and target tracking functionality. Our DDL is integrated into Puma AE, Raven and Wasp AE, Shrike and Qube systems, enhancing their capabilities, and ultimately, the utility of our small UAS by enabling more efficient radio spectrum utilization and communications security. Small UAS incorporating our DDL offer many more channels as compared to our analog link, increasing the number of air vehicles that can operate in a given area. Additionally, our DDL enables each air vehicle to operate as an Internet‑Protocol addressable hub capable of routing and relaying video, voice and data to and from multiple other nodes on this  ad hoc  network. This capability enables beyond line‑of‑sight operation of our small UAS, further enhancing their value proposition to our customers.
 
UAS Logistics Services
 
In support of our small UAS we offer a suite of services that help to ensure the successful operation of our products by our customers. These services generate incremental revenue for the company and provide us with continuous feedback to understand the utility of our systems, anticipate our customers’ needs and develop additional customer insights. We believe that this ongoing feedback loop enables us to continue to provide our customers with innovative solutions that help them succeed. We provide spare parts as well as repair, refurbishment and replacement
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services in a manner to minimize supply chain delays and support our customers with spare parts, replacement aircraft and support whenever and wherever they need them. One of our facilities also serves as the primary depot for repairs and spare parts.
 
We provide comprehensive training services to support all of our small UAS. Our highly‑skilled instructors typically have extensive military experience. We deploy training teams throughout the continental United States and abroad to support our customers’ training needs on both production and development‑stage systems.
 
UAS Contract Engineering Services
 
We provide contract engineering services in support of customer‑funded research and development projects, delivering new value‑added technology solutions to our customers. These types of projects typically involve developing new system solutions and technology or new capabilities for existing solutions that we introduce as retrofits or upgrades. We recognize customer‑funded research and development projects as revenue.
 
UAS Technology, Research and Development
 
Our primary areas of technological competence represent the sum of numerous technical skills and capabilities that help to differentiate our approach and product offerings. The following list highlights a number of our key UAS technological capabilities:
 
 	·	 	lightweight, low speed aerostructures and aerodynamic design;	
 
 	·	 	miniaturized avionics and micro/nano unmanned aircraft systems;	
 
 	·	 	image stabilization and target tracking;	
 
 	·	 	autonomous systems;	
 
 	·	 	payload design, development, miniaturization and integration;	
 
 	·	 	electric, hydrogen and hybrid propulsion systems and high‑pressure‑ratio turbochargers;	
 
 	·	 	high altitude long endurance flight operations;	
 
 	·	 	fluid dynamics;	
 
 	·	 	miniature, low power wireless digital communications;	
 
 	·	 	vertical takeoff and landing fixed‑wing flight unmanned aircraft systems; and	
 
 	·	 	system integration and optimization.	
 
Two of our UAS and tactical missile systems development initiatives are described below:
 
Tactical Missile System Variants.  We pioneered a rapidly deployable, high‑precision tactical missile system, called Switchblade, for defensive use by ground forces. Switchblade is now employed by the U.S. military to provide force protection to its soldiers overseas. During a multitude of demonstrations over the course of several years, multiple potential customers requested modifications to Switchblade to accommodate their specific mission requirements. We performed a number of successful demonstrations and are now developing several variants to Switchblade for new customers and applications, including deployment from sea and air vehicles. Blackwing, a submarine-launched
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reconnaissance system, represents one of the variants. We believe these new variants have the potential to expand our tactical missile systems opportunities significantly.
 
Commercial Unmanned Aircraft Systems‑Based Information Services.  In the same way our small UAS provide on‑demand situational awareness to military customers, we can employ our small UAS with advanced sensors to scan vast or inaccessible infrastructure, plants or wildlife, then process and analyze the resulting data to produce actionable information for a wide variety of companies in industries that include energy, agriculture and natural resource management. We have deployed this capability with early adopters and continue to gain knowledge and experience that will enable us to further our market position as airspace regulations evolve to permit what could be a large market.
 
UAS Sales and Marketing
 
We organize our U.S. UAS business development team members by market and customer and we locate team members in close proximity to the customers they support, where possible. Our program managers are organized by product and focus on designing optimal solutions and contract fulfillment, as well as internalizing feedback from customers and users. By maintaining assigned points of contact with our customers, we believe that we are able to maintain our relationships, service existing contracts effectively and gain vital feedback to improve our responsiveness and product offerings.
 
UAS Manufacturing and Operations
 
Continued investment in infrastructure has established our manufacturing capability to meet demand with scalable capacity. We have the manufacturing infrastructure to produce UAS products at high rates, support initial low rate production for new UAS development programs and tactical missile systems and execute initial low‑rate production of large UAS. By drawing upon experienced personnel across various manufacturing industries including aerospace, automotive and volume commodities, we have instituted lean production systems and leverage our International Organization for Standardization, or ISO, certification, integrated supply chain strategy, document control systems and process control methodologies for production. Presently, we perform small UAS manufacturing at the 85,000 square foot manufacturing facility we established in 2005. This ISO 9001:2008 certified manufacturing facility is designed to accommodate demand of up to 1,000 aircraft per month. ISO 9001:2008 refers to a set of voluntary standards for quality management systems. These standards are established by the ISO to govern quality management systems used worldwide. Companies that receive ISO certification have passed audits performed by a Registrar Accreditation Board‑certified auditing company. These audits evaluate the effectiveness of companies’ quality management systems and their compliance with ISO standards. Some companies and government agencies view ISO certification as a positive factor in supplier assessments.
 
UAS Competition
 
The market for military small UAS continues to evolve in response to changing technologies, shifting customer needs and expectations and the potential introduction of new products. We believe that a number of established domestic and international defense contractors have developed or are developing small UAS that will continue to compete directly with our products. Some of these contractors have significantly greater financial and other resources than we possess. Our current principal small UAS competitors include Elbit Systems Ltd., L‑3 Communications Holdings, Inc. and Lockheed Martin Corporation. We do not view large UAS such as Northrop Grumman Corporation’s  Global Hawk , General Atomics, Inc.’s  Predator  and its derivatives, The Boeing Company’s  ScanEagle  and Textron Inc.’s  Shadow  as direct competitors to our small UAS because they perform different missions, do not typically deliver their information directly to front‑line ground forces and are not hand‑launched and controlled. However, we cannot be certain that these platforms will not become direct competitors in the future. The market for long endurance UAS is in an early stage of development. As a result, this category is not well defined and is characterized by multiple potential solutions. An existing contractor that claims to provide long endurance UAS is Northrop Grumman Corporation with its Global Hawk. Several aerospace and defense contractors are pursuing this market opportunity with proposed very long duration UAS, including The Boeing Company, Qinetiq Group PLC, Aurora Flight Sciences Corporation, Lockheed Martin Corporation and Northrop Grumman Corporation. Some internet technology companies have acquired small firms that
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focus on this type of capability and represent potential future competitors. Companies pursuing airships (high altitude aircraft that is kept buoyant by a body of gas that is lighter than air) as a solution for this market include Lockheed Martin Corporation and Northrop Grumman Corporation. Companies pursuing satellites as a solution for this market include The Boeing Company, Lockheed Martin Corporation, General Dynamics Corporation, EADS N.V., Ball Corporation and Orbital Sciences Corporation.
 
The market for tactical missile systems is in an early stage of development, but it is evolving rapidly. Potential competitors in this market include Textron Inc., Raytheon Company and Lockheed Martin Corporation.
 
The market for commercial UAS products and services is in an early stage of development, but is evolving rapidly, generating a great deal of interest as government regulations evolve to accommodate commercial UAS operations in the National Airspace System and in the airspace of other countries. Given the breadth of applications and the diversity of industries that could benefit from UAS technology, a growing number of potential competitors in this market include consumer drone manufacturers who seek to enhance their systems’ capabilities over time; other small UAS manufacturers, including large aerospace companies; aerial surveying and mapping service providers; ground‑based surveying and mapping service providers; satellite imagery providers and specialty system manufacturers and service providers aiming to address specific market segments. The emerging non‑military market is attracting numerous additional competitors and significant venture capital funding given perceived lower barriers to entry and a much more fragmented marketplace as compared to the military market. Potential additional competitors include start‑up companies providing low cost solutions.
 
We believe that the principal competitive factors in the markets for our UAS products and services include product performance, features, acquisition cost, lifetime operating cost, including maintenance and support, ease of use, integration with existing equipment and processes, quality, reliability, customer support, brand and reputation.
 
UAS Regulation
 
Due to the fact that we contract with the DoD and other agencies of the U.S. government, we are subject to extensive federal regulations, including the Federal Acquisition Regulations, Defense Federal Acquisitions Regulations, Truth in Negotiations Act, Foreign Corrupt Practices Act, False Claims Act and the regulations promulgated under the DoD Industrial Security Manual, which establishes the security guidelines for classified programs and facilities as well as individual security clearances. The federal government audits and reviews our performance on contracts, pricing practices, cost structure, and compliance with applicable laws, regulations and standards. Like most government contractors, our contracts are audited and reviewed on a continual basis by federal agencies, including the Defense Contract Management Agency, or DCMA, and the Defense Contract Audit Agency, or DCAA.
 
Certain of these regulations impose substantial penalties for violations, including suspension or debarment from government contracting or subcontracting for a period of time. We monitor all of our contracts and contractual efforts to minimize the possibility of any violation of these regulations.
 
In addition, we are subject to industry‑specific regulations due to the nature of the products and services we provide. For example, certain aspects of our business are subject to further regulation by additional U.S. government authorities, including (i) the FAA, which regulates airspace for all air vehicles in the U.S. National Airspace System, (ii) the National Telecommunications and Information Administration and the Federal Communications Commission, which regulate the wireless communications upon which our UAS depend in the United States and (iii) the Defense Trade Controls of the U.S. Department of State that administers the International Traffic in Arms Regulations, which regulate the export of controlled technical data, defense articles and defense services. In 2006, the FAA issued a clarification of its existing policies stating that, in order to engage in public use of small UAS in the U.S. National Airspace System, a public (government) operator must obtain a Certificate of Authorization, or COA, from the FAA or fly in restricted airspace. The FAA’s COA approval process requires that the public operator certify the airworthiness of the aircraft for its intended purpose, that a collision with another aircraft or other airspace user is extremely improbable, that the small unmanned aircraft system complies with appropriate cloud and terrain clearances and that the operator or spotter of the small unmanned aircraft system is generally within one half‑mile laterally and 400 feet vertically of the small unmanned aircraft system while in operation. Furthermore, the FAA’s clarification of existing policy states that the rules for
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radio‑controlled hobby aircraft do not apply to public or commercial use of small UAS. In 2012, the U.S. Congress mandated that the FAA develop rules that provide for the integration of small UAS into the U.S. National Airspace System by September 30, 2015.
 
The FAA issued the first restricted type certificate for the commercial operation of an unmanned aircraft over American soil to our Puma AE system in 2014. Under a COA, we operated Puma AE systems in the Prudhoe Bay area of Alaska to support a major oil and gas customer. The Secretary of Transportation has the authority to determine whether an airworthiness certificate is required for a UAS to operate safely in the U.S. National Airspace System. On September 25, 2014 the FAA began issuing case‑by‑case authorization for certain unmanned aircraft to perform commercial operations prior to the finalization of the rules providing for the integration of small UAS into the U.S. National Airspace System. As of May 11, 2015 the FAA had granted us four exemptions for the use of our Puma AE and Shrike systems for agriculture, aerial survey, and patrol operations and for inspections of fixed infrastructures in controlled environments. On June 21, 2016 the FAA released its final rules that allow routine use of certain small UAS in the U.S. National Airspace System. The FAA rules, which go into effect in August 2016, provide safety rules for small UAS (under 55 pounds) conducting non‑recreational operations. The rules limit flights to visual‑line‑of‑sight daylight operation, unless the UAS has anti-collision lights in which case twighlight operation is permitted. The final rule also addresses height and speed restrictions, operator certification, optional use of a visual observer, aircraft registration and marking and operational limits, including prohibiting flights over unprotected people on the ground who are not directly participating in the operation of the UAS.
 
Furthermore, our non‑U.S. operations are subject to the laws and regulations of foreign jurisdictions, which may include regulations that are more stringent than those imposed by the U.S. government on our U.S. operations.
 
UAS Government Contracting Process
 
We sell the significant majority of our small UAS products and services as the prime contractor under contracts with the U.S. government. Certain important aspects of our government contracts are described below.
 
UAS Bidding Process
 
Most of our current government contracts were awarded through a competitive bidding process. The U.S. government awards competitive‑bid contracts based on proposal evaluation criteria established by the procuring agency. Competitive‑bid contracts are awarded after a formal bid and proposal competition among providers. Interested contractors prepare a bid and proposal in response to the agency’s request for proposal or request for information. A bid and proposal is usually prepared in a short time period in response to a deadline and requires the extensive involvement of numerous technical and administrative personnel. Following award, competitive‑bid contracts may be challenged by unsuccessful bidders.
 
UAS Funding
 
The funding of U.S. government programs is subject to congressional appropriations. Although multi‑year contracts may be authorized in connection with major procurements, Congress generally appropriates funds on a fiscal year basis, even though a program may continue for many years. Consequently, programs are often only partially funded initially, and additional funds are committed only as Congress makes further appropriations.
 
The U.S. military funds its contracts for our full‑rate production UAS either through operational needs statements or as programs of record. Operational needs statements represent allocations of discretionary spending or reallocations of funding from other government programs. Funding for our production of initial Raven system deliveries, for example, was provided through operational needs statements. We define a program of record as a program which, after undergoing extensive DoD review and product testing, is included in the five‑year government budget cycle, meaning that funding will be allocated for purchases under these contracts during the five‑year cycle, absent affirmative action by the customer or Congress to change the budgeted amount. Despite bring included in the five-year budget cycle, funding for these programs is subject to annual approval.
 
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UAS Material Government Contract Provisions
 
All contracts with the U.S. government contain provisions, and are subject to laws and regulations, that give the government rights and remedies not typically found in commercial contracts, including rights that allow the government to:
 
 	·	 	terminate existing contracts for convenience, in whole or in part, when it is in the interest of the government to do so;	
 
 	·	 	terminate contracts for default upon the occurrence of certain enumerated events;	
 
 	·	 	unilaterally modify contracts with regard to certain performance requirements;	
 
 	·	 	cancel multi‑year contracts and related orders, if funds for contract performance for any subsequent year become unavailable;	
 
 	·	 	potentially obtain rights in, or ownership to, intellectual property associated with products and systems developed or delivered by a contractor as a result of its performance of the contract;	
 
 	·	 	adjust contract costs and fees on the basis of audits completed by its agencies;	
 
 	·	 	suspend or debar a contractor from doing business with the U.S. government; and	
 
 	·	 	control or prohibit the export of certain items.	
 
Generally, government contracts are subject to oversight audits by government representatives. Compensation, if any, in the event of a termination for default is limited to payment for work completed at the time of termination. In the event of a termination for convenience, the contractor will may receive the contract price for completed work, as well as its costs of performance of terminated work including an allowance for profit and reasonable termination settlement costs.
 
UAS Government Contract Categories
 
We have three types of government contracts, each of which involves a different payment methodology and level of risk related to the cost of performance. These basic types of contracts are typically referred to as fixed‑price contracts, cost reimbursable contracts, including cost‑plus‑fixed fee, cost‑plus‑award fee, and cost‑plus‑incentive fee, and time‑and‑materials contracts.
 
In some cases, depending on the urgency of the project and the complexity of the contract negotiation, we will enter into a Letter Contract prior to finalizing the terms of a definitive fixed‑price, cost reimbursable or time‑and‑materials definitive contract. A Letter Contract is a written preliminary contractual instrument that provides limited initial funding and authorizes us to begin immediately manufacturing supplies or performing services while negotiating the definitive terms of the procurement.
 
Fixed‑Price.  These contracts are not subject to adjustment by reason of costs incurred in the performance of the contract. With this type of contract, we assume the risk that we will not be able to perform at a cost below the fixed‑price, except for costs incurred because of contract changes ordered by the customer. Upon the U.S. government’s termination of a fixed‑price contract, generally we would be entitled to payment for items delivered to and accepted by the U.S. government and, if the termination is at the U.S. government’s convenience, for payment of fair compensation for work performed plus the costs of settling and paying claims by any terminated subcontractors, other settlement expenses and a reasonable allowance for profit on the costs incurred.
 
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Cost Reimbursable.  Cost reimbursable contracts include cost‑plus‑fixed fee contracts, cost‑plus‑award fee contracts and cost‑plus‑incentive fee contracts. Under each type of contract, we assume the risk that we may not be able to recover costs if they are not allowable under the contract terms or applicable regulations, or if the costs exceed the contract funding.
 
 	·	 	Cost‑plus‑fixed fee contracts are cost reimbursable contracts that provide for payment of a negotiated fee that is fixed at the inception of the contract. This fixed fee does not vary with actual cost of the contract, but may be adjusted as a result of changes in the work to be performed under the contract. This contract type poses less risk of loss than a fixed‑price contract, but our ability to win future contracts from the procuring agency may be adversely affected if we fail to perform within the maximum cost set forth in the contract.	
 
 	·	 	A cost‑plus‑award fee contract is a cost reimbursable contract that provides for a fee consisting of a base amount, which may be zero, fixed at inception of the contract and an award amount, based upon the government’s satisfaction with the performance under the contract. With this type of contract, we assume the risk that we may not receive the award fee, or only a portion of it, if we do not perform satisfactorily.	
 
 	·	 	A cost‑plus‑incentive fee contract is a cost reimbursable contract that provides for an initially negotiated fee to be adjusted later by a formula based on the relationship of total allowable costs to total target costs.	
 
We typically experience lower profit margins and lower risk under cost reimbursable contracts than under fixed‑price contracts. Upon the termination of a cost reimbursable contract, generally we would be entitled to reimbursement of our allowable costs and, if the termination is at the U.S. government’s convenience, a total fee proportionate to the percentage of work completed under the contract.
 
Time‑and‑Materials.  Under a time‑and‑materials contract, our compensation is based on a fixed hourly rate established for specified labor or skill categories. We are paid at the established hourly rates for the hours we expend performing the work specified in the contract. Labor costs, overhead, general and administrative costs and profit are included in the fixed hourly rate. Materials, subcontractors, travel and other direct costs are reimbursed at actual costs plus an amount for material handling. We make critical pricing assumptions and decisions when developing and proposing time‑and‑materials labor rates. We risk reduced profitability if our actual costs exceed the costs incorporated into the fixed hourly labor rate. One variation of a standard time‑and‑materials contract is a time‑and‑materials, award fee contract. Under this type of contract, a positive or negative incentive can be earned based on achievement against specific performance metrics.
 
UAS Indefinite Delivery Indefinite Quantity Contract Form
 
The U.S. government frequently uses IDIQ contracts and IDIQ‑type contract forms, such as cost reimbursable and fixed price contracts with multiple one‑year options, to obtain fixed‑price, cost reimbursable and time‑and‑materials contractual commitments to provide products or services over a period of time pursuant to established general terms and conditions. At the time of the award of an IDIQ contract or IDIQ‑type contract, the U.S. government generally commits to purchase only a minimal amount of products or services from the contractor to whom such contract is awarded.
 
After award of an IDIQ contract the U.S. government may issue task orders for specific services or products it needs. The competitive process to obtain task orders under an award contract is limited to the pre‑selected contractors. If an IDIQ contract has a single prime contractor, then the award of task orders is limited to that contractor. If the contract has multiple prime contractors, then the award of the task order is competitively determined among only those prime contractors.
 
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IDIQ and IDIQ‑type contracts typically have multi‑year terms and unfunded ceiling amounts that enable, but do not commit, the U.S. government to purchase substantial amounts of products and services from one or more contractors.
 
Efficient Energy Systems
 
Our EES business segment addresses the increasing economic, environmental and energy security value of electric transportation with solutions for developing, manufacturing and charging electric vehicles.
 
Industry Background
 
Electric Vehicle Charging Systems
 
Plug‑in electric vehicles (PEVs) and advanced hybrid electric vehicles (HEVs) require on‑board battery packs to provide the electricity that powers their operation. These battery packs vary in chemistry, size, weight, shape, and energy storage capacity. As drivers operate electric vehicles, their battery packs discharge electricity similar to the way an internal combustion vehicle’s gasoline tank supplies fuel to the engine as it is driven. Upon discharging the battery pack, the driver of an electric vehicle must either replace it with a fully charged pack, if it is removable, or recharge the pack while it remains in the vehicle. Because of the differences in battery sizes and composition, as well as the manner in which each vehicle is operated and the type of electric service available, a variety of charging systems exist to support these vehicles. These charging systems range from relatively slow charging devices that require many hours to completely recharge a battery pack to very fast chargers that can do so in minutes.
 
Passenger and Fleet Electric Vehicle Charging Systems
 
Numerous factors contribute to a growing interest among consumers, governments and automakers in vehicles that do not rely solely on fossil fuels. These factors include:
 
 	·	 	concerns regarding the environmental impact of resource extraction and carbon emissions associated with fossil fuel‑based transportation;	
 
 	·	 	awareness of the geopolitical and economic costs associated with the current dependence on petroleum imports;	
 
 	·	 	anticipation of future energy price volatility;	
 
 	·	 	the increasing demand for automobiles in large, rapidly growing markets such as China and India and the resulting anticipated growth in demand for fossil fuels; and	
 
 	·	 	government and private investments in “clean” technologies.	
 
In response to these factors most major automotive manufacturers around the world are developing and introducing modern PEVs for everyday consumer and fleet transportation. Vehicles in this class incorporate battery electric drive systems either in a dedicated format in which an onboard battery pack supplies electricity to one or more electric motors, or in an advanced hybrid design, in which an onboard battery pack provides electricity to an electric motor, and a small onboard internal combustion engine recharges the battery as needed. A PEV requires that its battery pack be recharged from an external power source or be replaced with a fully charged battery pack. An advanced HEV does not require recharging from an external power source because an onboard gasoline powered internal combustion engine recharges the battery pack, but using an external power source can minimize gasoline consumption and vehicle carbon emissions.
 
Most EVs recharge using external systems installed at home, work and at public places such as shopping centers, supermarkets, highway rest stops, and locations similar to gasoline refueling stations. With a growing number of new consumer electric vehicle models now deployed, and additional models scheduled to follow, there exists demand for charging infrastructure to enable their safe, reliable and practical recharging.
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The rate at which a passenger electric vehicle battery pack can be recharged depends on a number of factors including battery type, size, ambient temperature, the capacity of the vehicle’s onboard controller to convert electricity to the proper format for storage in a battery pack, its ability to receive high current charging and the amount of power available. Electric vehicle charging systems may be segmented into three general categories.
 
Level	    	Infrastructure Requirement	    	Recharge Time	 	
Level 1	 	Power cord with safety features that plugs into a dedicated 120‑volt AC outlet	 	Capable of slow recharge that could require up to 24 hours or more for certain battery packs	 	
Level 2, known as Electric Vehicle Supply Equipment	 	A hard‑wired or portable device that requires professional installation of a dedicated 240‑volt AC circuit	 	Capable of fully recharging most battery packs in two to six hours	 	
Level 3, DC or fast/quick charge	 	Typically requires installation onto a three‑phase, 480‑volt AC circuit	 	Capable of fully recharging battery packs designed to accept such a charge in minutes	 	
 
We believe that broad adoption of passenger electric vehicles requires a mix of these types of charging systems, distributed so as to make them accessible to drivers when and where they need them. The adoption of passenger electric vehicles also necessitates supporting services, such as: experienced electrical assessment and installation, the integration of PEVs and charging systems into smart grids and the ability to monitor and manage the use of electricity and provide for various payment methods and plans such as subscription and credit card point‑of‑sale.
 
Industrial Electric Vehicle Charging Systems
 
Industrial electric vehicles have been in use extensively for decades. In industrial environments such as factories, distribution centers and airports, fast charge technology, which charges a battery with a high electrical current while the battery remains in the vehicle, eliminates the need for frequent battery changing and a dedicated battery room. This approach increases productivity, reduces operating costs and improves facility safety. The earliest adopters of fast charge technology include the automotive and air transportation industries. Large food and retail industry customers now also utilize fast charge technology.
 
Industrial electric vehicles rely on large onboard batteries that can consume up to 17 cubic feet and weigh up to 3,500 pounds. In multi‑shift fleet operations, traditional slow charging systems require users to exchange vehicle batteries throughout the day because these batteries discharge their energy through vehicle usage and there is insufficient vehicle downtime to recharge them during a shift. As a result, drivers must leave their work areas when the battery reaches a low state of charge and drive to a dedicated battery changing room, which often occupies valuable floor space and is frequently located far from a driver’s work area. The driver, or in some cases a dedicated battery attendant, must then remove the battery from the vehicle, place it on a storage rack, connect it to a conventional battery charger, identify a fully‑charged battery, move it into the vehicle’s battery compartment and reconnect the battery to the motor before the driver may return to the work area. These battery changes take place every day in facilities around the world, resulting in reduced material movement and increased operating costs. Furthermore, depending on the type of battery, conventional battery chargers can require up to eight hours to recharge the battery, which then must cool for up to an additional eight hours before it is ready to be used again. Consequently, depending on vehicle usage and the number of shifts in an operation, a fleet may require more than one battery per vehicle, which necessitates additional storage space, chargers and maintenance time. Moreover, the high levels of heat generated by conventional battery chargers during their normal use can cause excessive evaporation of the water contained in the battery and damage to the battery’s components. Over time, this evaporation of fluid and damage to components result in battery degradation and adversely affect the battery’s life.
 
Power Cycling and Test Systems
 
Developers and manufacturers of electric and hybrid electric vehicles typically conduct a variety of tests on the electric propulsion and energy storage systems that convert electricity to motion. These tests include simulating the
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consumption, conversion and storage of electricity through a range of operating scenarios, and include long‑term testing to simulate the rigors of real‑world driving. Developers of battery packs, electric motors and fuel cells also test their devices to validate design hypotheses and identify potential operating issues. Customers include commercial, government, military and university research and development labs as well as commercial manufacturing facilities.
 
Our EES Solutions
 
EES Products
 
Our EES business segment produces electric transportation and industrial productivity solutions for commercial, consumer and government customers, develops new potential electric transportation solutions and performs contract engineering services. These solutions consist of: (i) electric vehicle charging systems, services and related solutions for plug‑in passenger and fleet vehicles; (ii) PosiCharge industrial electric vehicle charging systems for electric material handling vehicles and airport ground support equipment; and (iii) power cycling and test systems for developers and manufacturers of EVs as well as battery packs, electric motors and fuel cells. For the fiscal years ended April 30, 2016, 2015 and 2014, EES sales accounted for 11%, 15% and 17%, respectively, of our revenue. We believe that the markets for our electric vehicle charging systems and power cycling and test systems continue to develop and that continued diversification of our customer base and the increasing adoption of electric vehicles will support increased penetration into target markets.
 
Passenger and Fleet Electric Vehicle Charging Systems
 
In response to automakers’ introductions of PEVs and broader trends favoring electric transportation, we have developed solutions to support the adoption and use of PEVs by nearly every major automaker and many startups worldwide. Our initial EV charging technology emerged from our development of the GM Impact, the first modern EV. Over two decades we improved the technology, deployed it to industrial markets, and adapted it for the current generation of EVs. We believe that most EV drivers will charge their vehicles overnight at their homes. Those without a charging location at home or who make trips beyond the range of their vehicle’s battery pack will require public charging infrastructure. Our strategy is to offer a charging infrastructure solution, including TurboCord portable dual voltage level 2 charging cords, overnight home chargers, public chargers, installation services, data collection systems and communications through multiple wired and wireless data communications options. We offer an integrated solution designed to enable the broad adoption and the practical use of PEVs and HEVs.
 
A component of our strategy is to develop relationships across multiple channels that lever our strengths and provide complementary pathways to market. We have announced several such agreements to date with leading auto manufacturers, electric utilities and state and municipal governments.
 
We believe these relationships represent a valuable position from which to expand our charging infrastructure footprint. We continue to work with automakers, utilities and government agencies at multiple levels as well as with private industry to explore business models and to promote our solutions.
 
In addition to the thousands of level 2 charging systems we have deployed in North America, we have also deployed PEV fast charging systems, which we view as a powerful tool that can help enable the broader adoption of PEVs.
 
Passenger and Fleet Electric Vehicle Charging Services
 
We have established broad geographic coverage in North America to provide installation and repair services for our growing footprint of passenger and fleet electric vehicle charging systems. We identify, qualify, select, train, certify and monitor the performance of these contractors and equip them with proprietary tools, expertise and web‑based information systems to facilitate the successful installation and support of our charging systems as this market opportunity grows. Our 24‑hour customer service center provides support to answer customer inquiries and promote a high level of customer satisfaction.
 
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The appearance of our products and services can readily be customized to support our partners’ marketing programs. This capability is designed to enable automakers, utilities, government agencies and other businesses to deliver a branded solution to their customers that will enhance their customer relationships.
 
PosiCharge Industrial Electric Vehicle Charging System
 
Developed from our work on electric and HEVs and advanced battery systems in the 1990s, PosiCharge industrial electric vehicle charging systems quickly and safely recharge industrial electric vehicle batteries while the batteries remain in the vehicle during regularly scheduled breaks and at other times when the vehicle is not in use. By eliminating battery changing, PosiCharge systems improve supply chain productivity by returning time to the vehicle operator to complete more work. Furthermore, because of their advanced efficient energy capabilities, PosiCharge systems can reduce the amount of electricity required to support industrial electric vehicles by several hundred dollars per year per vehicle, as compared to less efficient conventional battery chargers. Many customers who implement our charging systems in their facilities are able to re‑purpose the battery changing room floor space for more productive activities and create a safer working environment, as drivers or battery attendants no longer need to exchange large lead‑acid batteries continually.
 
The proprietary battery charging algorithms built into PosiCharge systems, which are tailored to battery type, brand and size, maximize the rate at which they deliver energy into the battery while minimizing heat generation and its damaging effects on the battery’s internal components. We developed these algorithms over years of advanced battery testing and usage. We believe our work to develop these algorithms contributed to the major battery manufacturers offering warranties for the use of their batteries with our charging systems, which provided a critical assurance to customers that our rapid charging systems would not harm their batteries. In combination with a weekly equalization charge that balances all the cells within the battery pack, our “intelligent” charging process enhances the performance of batteries. We believe that competing rapid and conventional charging systems, which lack our current and voltage regulating tailored charge algorithms and monitoring capabilities, may actually contribute to lower battery performance and lifespan, ultimately resulting in higher battery costs and degraded vehicle performance.
 
Our PosiCharge offering is focused on providing smart, efficient products to enhance the charging process and help customers maximize the life and performance of their industrial fleets by managing and extending the lives of their batteries, and thereby increasing the productivity of their drivers.
 
Power Cycling and Test Systems
 
We supply a line of power cycling and test systems to research and development organizations that focus on electric propulsion systems, electric generation systems and electricity storage systems. Customers employ these systems to test batteries, electric motors, electric and hybrid drivetrains and fuel cell systems.
 
Our line of DC test systems has the flexibility to perform a variety of electric load tests. With a power range (+/−5kW to +/−800kW) of bi‑directional DC equipment, our power cycling and test systems can handle a wide variety of DC supply or load requirements—from lead acid to the latest lithium‑ion battery chemistries to fuel cells with integrated power electronics. In addition, these systems can emulate any drive train component, enabling the testing of individual components or partial drive trains accurately and realistically, and allowing hardware‑in‑the‑loop testing. We also offer flexible software control options via the C language Remote Operation System and Windows‑based languages such as LabVIEW or CAN.
 
EES Technology, Research and Development
 
The following list highlights a number of our key EES technological capabilities:
 
 	·	 	battery management and testing;	
 
 	·	 	power electronics and controls;	
 
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 	·	 	efficient electric drive systems and controls;	
 
 	·	 	high‑density energy packaging;	
 
 	·	 	efficient electric power generation, storage and management;	
 
 	·	 	charging algorithms and thermal management;	
 
 	·	 	on/off grid controls and controls integration;	
 
 	·	 	system integration and optimization; and	
 
 	·	 	web‑based real‑time data collection and reporting.	
 
EES Sales and Marketing
 
Passenger and Fleet Electric Vehicle Charging Systems
 
As the market for PEVs evolves, we are pursuing numerous potential sales channels for our products and services. We continue to seek to partner with auto manufacturers, utilities, government agencies and others to position ourselves for an increase in demand for charging solutions associated with electric and HEV adoption. We also sell our charging products to consumers, both directly and via major retailers. We have a broad network of licensed electrical contractors whom we train and certify to install and service home and public charging systems. To enable this installation and service network we have developed an e‑commerce platform to integrate customers’ orders, inventory management, dispatching and provisioning, billing and product and service traceability. This platform, along with our broad network, is designed to support our growth as we pursue numerous electric vehicle charging opportunities.
 
Industrial Electric Vehicle Charging Systems
 
We primarily sell our PosiCharge industrial electric vehicle charging systems through a dedicated, direct sales force complemented by a network of resellers and industrial battery and lift‑truck dealers. The sales team targets large entities with the potential for domestic and international enterprise adoption of our solutions. The sales team also coordinates distribution of PosiCharge systems through battery and lift‑truck dealers. These dealers’ relationships with, and proximity to, our customers’ facilities enable them to sell our solutions and provide post‑sale service to our customers. We believe that these dealers are well suited to address the large number of smaller and geographically dispersed customers with industrial vehicle fleets. When evaluating a facility for its ability to benefit from PosiCharge systems, we typically perform a detailed analysis of the customer’s operations. This analysis allows us to quantify the benefit projected for a PosiCharge system implementation, helping customers to determine for themselves if the business case is sufficiently compelling.
 
Power Cycling and Test Systems
 
We sell our power cycling and test systems through a dedicated, direct sales force and through a network of international distributors and representatives who have access to the research and development and manufacturing organizations that procure and use these types of systems. Given the distances involved, we enable and often rely on our international distributors to provide service in support of our customers.
 
EES Manufacturing and Operations
 
We perform assembly and testing of our power cycling and test systems at our 85,000 square foot, ISO 9001:2008 and ISO14001:2004 certified facility. We designed the portion of this facility where we perform such assembly and testing operations for flexibility, using a work cell model for final assembly and have included fixtures optimized for final testing. We utilize contract manufacturing for the production of the majority of our PosiCharge
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industrial electric vehicle charging systems. We have also implemented a contract manufacturing strategy to support our passenger and fleet electric and HEV charging systems business opportunity.
 
EES Competition
 
Competitors in the emerging market for passenger and fleet electric and HEV charging systems include focused charging system suppliers such as ChargePoint, Inc. and ClipperCreek, Inc. and large industrial electrical device suppliers such as Bosch Automotive Service Solutions LLC, Delta Electronics, Inc., Eaton Corporation, General Electric Company, Leviton Manufacturing Co., Inc., Schneider Electric SA, The ABB Group and Siemens AG.
 
The primary direct competitors to PosiCharge systems are other fast charge suppliers, including Aker Wade Power Technologies LLC, Minit‑Charger and PowerDesigners, LLC. Some of the major industrial motive battery suppliers have aligned themselves with fast charge suppliers. In addition, our PosiCharge systems compete against the traditional method of battery changing. Competitors in this area include suppliers of battery changing equipment and infrastructure, designers of battery changing rooms, battery manufacturers and dealers who may experience reduced sales volume because PosiCharge systems reduce or eliminate the need for extra batteries.
 
Direct competitors for our power cycling and test systems include Bitrode Corporation and Digatron Power Electronics.
 
We believe that the principal competitive factors in the markets for our products and services include product performance, safety, features, acquisition cost, lifetime operating cost, including maintenance and support, ease of use, integration with existing equipment, quality, reliability, customer support, brand and reputation.
 
For additional financial information with respect to our UAS and EES segments, please see Note 18 to our consolidated financial statements, which are included in Item 8, “Financial Statements and Supplementary Data” of this Annual Report.
 
Item 1A.  Risk Factors.
 
General Business Risks
 
We rely heavily on sales to the U.S. government, particularly to agencies of the Department of Defense.
 
Historically, a significant portion of our total sales and substantially all of our small UAS sales have been to the U.S. government and its agencies. Sales to the U.S. government, either as a prime contractor or subcontractor, represented approximately 71% of our revenue for the fiscal year ended April 30, 2016. The DoD, our principal U.S. government customer, accounted for approximately 40% of our revenue for the fiscal year ended April 30, 2016. We believe that the success and growth of our business for the foreseeable future will continue to depend to a significant degree on our ability to win government contracts, in particular from the DoD. Many of our government customers are subject to budgetary constraints and our continued performance under these contracts, or award of additional contracts from these agencies, could be jeopardized by spending reductions, including constraints on government spending imposed by the Budget Control Act of 2011, or budget cutbacks at these agencies. The funding of U.S. government programs is uncertain and dependent on continued congressional appropriations and administrative allotment of funds based on an annual budgeting process. We cannot assure you that current levels of congressional funding for our products and services will continue and that our business will not decline. Furthermore, all of our contracts with the U.S. government are terminable by the U.S. government at will. A significant decline in government expenditures generally, or with respect to programs for which we provide products, could adversely affect our business and prospects. Our operating results may also be negatively impacted by other developments that affect these government programs generally, including the following:
 
 	·	 	changes in government programs that are related to our products and services;	
 
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 	·	 	adoption of new laws or regulations relating to government contracting or changes to existing laws or regulations;	
 
 	·	 	changes in political or public support for security and defense programs;	
 
 	·	 	delays or changes in the government appropriations and budget process;	
 
 	·	 	uncertainties associated with the current global threat environment and other geo‑political matters; and	
 
 	·	 	delays in the payment of our invoices by government payment offices.	
 
These developments and other factors could cause governmental agencies to reduce their purchases under existing contracts, to exercise their rights to terminate contracts at‑will or to abstain from renewing contracts, any of which would cause our revenue to decline and could otherwise harm our business, financial condition and results of operations.
 
Military transformation and changes in overseas operational levels may affect future procurement priorities and existing programs, which could limit demand for our UAS.
 
Over the last decade, operational activity in Afghanistan and Iraq led to adoption and an increase in demand for our small UAS. More recently, the U.S. military has reduced its presence and operational activity in Afghanistan and Iraq, reducing demand for certain of our small UAS products from prior levels. We cannot predict whether the reduction in overseas operational levels will continue, how future procurement priorities related to defense transformation will be impacted or how changes in the threat environment will impact opportunities for our small UAS business in terms of existing, additional or replacement programs. If defense transformation or overseas operations cease or slow down, then our business, financial condition and results of operations could be impacted.
 
We operate in evolving markets, which makes it difficult to evaluate our business and future prospects.
 
Our UAS, EV charging systems and other energy technologies are sold in new and rapidly evolving markets. The commercial UAS market and EV markets are in early stages of customer adoption. Accordingly, our business and future prospects may be difficult to evaluate. We cannot accurately predict the extent to which demand for our products will increase, if at all. The challenges, risks and uncertainties frequently encountered by companies in rapidly evolving markets could impact our ability to do the following:
 
 	·	 	generate sufficient revenue to maintain profitability;	
 
 	·	 	acquire and maintain market share;	
 
 	·	 	achieve or manage growth in our operations;	
 
 	·	 	develop and renew contracts;	
 
 	·	 	attract and retain additional engineers and other highly‑qualified personnel;	
 
 	·	 	successfully develop and commercially market new products;	
 
 	·	 	adapt to new or changing policies and spending priorities of governments and government agencies; and	
 
 	·	 	access additional capital when required and on reasonable terms.	
 
If we fail to address these and other challenges, risks and uncertainties successfully, our business, results of operations and financial condition would be materially harmed.
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We face competition from other firms, many of which have substantially greater resources.
 
The defense industry is highly competitive and generally characterized by intense competition to win contracts. Our current principal small UAS competitors include Elbit Systems Ltd., L‑3 Communications Holdings Inc. and Lockheed Martin Corporation. We do not view large UAS such as Northrop Grumman Corporation’s  Global Hawk,  General Atomics, Inc.’s  Predator  and related products, The Boeing Company’s  ScanEagle  and Textron Inc.’s  Shadow  as direct competitors because they perform different missions, do not typically deliver their information directly to front‑line ground forces, and are not hand launched and controlled. However, we cannot be certain that these platforms will not become direct competitors in the future. Some of these firms have substantially greater financial, management, research and marketing resources than we have. Our UAS services business also faces competition from smaller businesses that can provide training and logistics services for multiple UAS platforms, including our small UAS.
 
The primary direct competitors to our PosiCharge industrial EV charging system business are other fast charge suppliers, including Aker Wade Power Technologies LLC, PowerDesigners, LLC and Minit‑Charger as well as industrial battery manufacturers that distribute fast charging systems from these suppliers. The primary direct competitors to our power cycling and test system business are other test system suppliers, including Bitrode Corporation and Digatron Firing Circuits. Our primary competitors in the emerging market for passenger and fleet EV charging systems include charging system suppliers such as ChargePoint, Inc. and ClipperCreek, Inc. and large industrial electrical device suppliers such as Bosch Automotive Service Solutions LLC, Delta Electronics, Inc., Eaton Corporation, General Electric Company, Leviton Manufacturing Co., Inc., Schneider Electric SA, the ABB Group and Siemens AG. Our EV charging system installation and support services business faces competition from local licensed electricians as well as larger electrical service providers.
 
Our competitors may be able to provide customers with different or greater capabilities or benefits than we can provide in areas such as technical qualifications, past contract performance, geographic presence, price and the availability of key professional personnel, including those with security clearances. Furthermore, many of our competitors may be able to utilize their substantially greater resources and economies of scale to develop competing products and technologies, manufacture in high volumes more efficiently, divert sales away from us by winning broader contracts or hire away our employees by offering more lucrative compensation packages. Small business competitors in our services businesses may be able to offer more cost competitive services, due to their lower overhead costs, and take advantage of small business incentive and set‑aside programs for which we are ineligible. In the event that the market for small UAS or EV charging systems and services expands, we expect that competition will intensify as additional competitors enter the market and current competitors expand their product lines. In order to secure contracts successfully when competing with larger, well‑financed companies, we may be forced to agree to contractual terms that provide for lower aggregate payments to us over the life of the contract, which could adversely affect our margins. In addition, larger diversified competitors serving as prime contractors may be able to supply underlying products and services from affiliated entities, which would prevent us from competing for subcontracting opportunities on these contracts. Our failure to compete effectively with respect to any of these or other factors could have a material adverse effect on our business, prospects, financial condition or operating results.
 
If the UAS, tactical missile systems, and commercial UAS markets do not experience significant growth, if we cannot expand our customer base or if our products do not achieve broad acceptance, then we may not be able to achieve our anticipated level of growth.
 
We cannot accurately predict the future growth rates or sizes of the markets for our products. Demand for our products may not increase, or may decrease, either generally or in specific markets, for particular types of products or during particular time periods. We believe the market for commercial UAS is nascent. Moreover, there are only a limited number of major programs under which the U.S. military, our primary customer, is currently funding the development or purchase of our UAS and tactical missile systems. Although we are seeking to expand our UAS customer base to include foreign governments, and domestic non‑military agencies, we cannot assure you that our efforts will be successful. The expansion of the UAS, tactical missile systems, and commercial UAS markets in general, and the market for our products in particular, depends on a number of factors, including the following:
 
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 	·	 	customer satisfaction with these types of systems as solutions;	
 
 	·	 	the cost, performance and reliability of our products and products offered by our competitors;	
 
 	·	 	customer perceptions regarding the effectiveness and value of these types of systems;	
 
 	·	 	limitations on our ability to market our UAS products and services outside the United States due to U.S. government regulations;	
 
 	·	 	obtaining timely regulatory approvals, including, with respect to our small UAS business, access to airspace and wireless spectrum; and	
 
 	·	 	marketing efforts and publicity regarding these types of systems.	
 
Even if UAS, tactical missile systems, and commercial UAS gain wide market acceptance, our products may not adequately address market requirements and may not continue to gain market acceptance. If these types of systems generally, or our products specifically, do not gain wide market acceptance, then we may not be able to achieve our anticipated level of growth and our revenue and results of operations would decline.
 
Our international business poses potentially greater risks than our domestic business.
 
We derived approximately 28% of our revenue from international sales during the fiscal year ended April 30, 2016 compared to 9% for the fiscal year ended April 30, 2015. We expect to continue to derive an increasing portion of our revenue from international sales. Our international revenue and operations are subject to a number of material risks, including the following:
 
 	·	 	the unavailability of, or difficulties in obtaining any, necessary governmental authorizations for the export of our products to certain foreign jurisdictions;	
 
 	·	 	regulatory requirements that may adversely affect our ability to operate in foreign jurisdictions, sell certain products or repatriate profits to the United States;	
 
 	·	 	the complexity and necessity of using foreign representatives and consultants;	
 
 	·	 	the complexities of operating a business in an international location through a subsidiary or joint venture structure that may include foreign business partners, subcontractors and suppliers;	
 
 	·	 	the complexity of shipping our products internationally through multiple jurisdictions with varying legal requirements;	
 
 	·	 	difficulties in enforcing agreements and collecting receivables through foreign legal systems and other relevant legal issues, including fewer legal protections for intellectual property;	
 
 	·	 	potential fluctuations in foreign economies and in the value of foreign currencies and interest rates;	
 
 	·	 	potential preferences by prospective customers to purchase from local (non‑U.S.) sources;	
 
 	·	 	general economic and political conditions in the markets in which we operate;	
 
 	·	 	laws or regulations relating to non‑U.S. military contracts that favor purchases from non‑U.S. manufacturers over U.S. manufacturers;	
 
 	·	 	the imposition of tariffs, embargoes, export controls and other trade restrictions; and	
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 	·	 	different and changing legal and regulatory requirements, including those pertaining to data protection and privacy, employment law, intellectual property and contracts in the jurisdictions in which we currently operate or may operate in the future.	
 
Negative developments in any of these areas in one or more countries could result in a reduction in demand for our products, the cancellation or delay of orders already placed, threats to our intellectual property, difficulty in collecting receivables and a higher cost of doing business, any of which could negatively impact our business, financial condition or results of operations. Moreover, our sales, including sales to customers outside the United States, substantially all are denominated in dollars, and downward fluctuations in the value of foreign currencies relative to the U.S. dollar may make our products more expensive than other products, which could harm our business.
 
We could be prohibited from shipping our products to certain countries if we are unable to obtain U.S. government authorization regarding the export of our products, or if current or future export laws limit or otherwise restrict our business.  In addition, failure to comply with export laws could result in fines, export restrictions and other sanctions and penalties.
 
We must comply with U.S. and other laws regulating the export of our products. In some cases, explicit authorization from the relevant U.S. government authorities is needed to export our products. The export regulations and the governing policies applicable to our business are subject to change. We cannot provide assurance that such export authorizations will be available for our products in the future. Compliance with these laws has not significantly limited our operations or our sales in the recent past, but could significantly limit them in the future. We maintain an export compliance program but there are risks that our compliance controls may be ineffective. We have voluntarily disclosed export violations to the U.S. Department of State, a number of which are currently under review by the department. The State Department has imposed significant fines, penalties and sanctions, including suspension of export privileges, on companies that have violated the export laws. If the State Department determines that the conduct in our voluntary disclosures warrants the imposition of significant fines, penalties or sanctions, it could have a material adverse impact on our business, operations and financial condition and limit or prevent us from being able to sell our products in certain international jurisdictions.
 
If we are unable to manage the increasing complexity of our business or achieve or manage our expected growth, our business could be adversely affected.
 
The complexity of our business has increased significantly over the last several years. We have expanded the number of business areas being pursued, shifting from primarily a U.S. government focused business to a business that includes substantial international product sales and added commercial services. This increased complexity and our expected growth has placed, and will continue to place, a strain on our management and our administrative, operational and financial infrastructure. We anticipate further growth of headcount and facilities will be required to address expansion in our product offerings and the geographic scope of our customer base. However, if we are unsuccessful in our efforts, our business could decline. Our success will depend in part upon the ability of our senior management to manage our increased complexity and expected growth effectively. To do so, we must continue to hire, train, manage and integrate a significant number of qualified managers and engineers. If our new employees perform poorly, or if we are unsuccessful in hiring, training, managing and integrating these new employees, or retaining these or our existing employees, then our business may experience declines.
 
To support our expected growth, we must continue to improve our operational, financial and management information systems. If we are unable to manage our growth while maintaining our quality of service, or if new systems that we implement to assist in managing our growth do not produce the expected benefits, then our business, prospects, financial condition or operating results could be adversely affected.
 
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Any efforts to expand our offerings beyond our current markets may not succeed, which could negatively impact our operating results.
 
Until recently, we have focused on selling our small UAS to the U.S. military, our industrial EV fast charging and test systems to large industrial EV fleet operators primarily in North America, our power cycling and test systems primarily to research and development facilities in North America, and our EV charging systems to domestic commercial customers, distributors and consumers. We have, however, expanded our UAS sales into other government and commercial markets, and our industrial EV charging and power cycling and test systems and EV charging systems sales into international markets. Our efforts to expand our product offerings beyond our traditional markets may divert management resources from existing operations and require us to commit significant financial resources to unproven businesses that may not generate additional sales, either of which could significantly impair our operating results.
 
The markets in which we compete are characterized by rapid technological change, which requires us to develop new products and product enhancements, and could render our existing products obsolete.
 
Continuing technological changes in the market for our products could make our products less competitive or obsolete, either generally or for particular applications. Our future success will depend upon our ability to develop and introduce a variety of new capabilities and enhancements to our existing product offerings, as well as introduce a variety of new product offerings, to address the changing needs of the markets in which we offer our products. Delays in introducing new products and enhancements, the failure to choose correctly among technical alternatives or the failure to offer innovative products or enhancements at competitive prices may cause existing and potential customers to purchase our competitors’ products.
 
If we are unable to devote adequate resources to develop new products or cannot otherwise successfully develop new products or enhancements that meet customer requirements on a timely basis, our products could lose market share, our revenue and profits could decline, and we could experience operating losses.
 
The EV charging industry is especially dynamic. For example, a single fast charge connector communication protocol standard for the U.S. market has not yet been established, although other standards are emerging throughout the world. If we are unable to accurately anticipate fast charge standards that are adopted in our potential markets or develop products that meet such standards quickly enough to meet customer requirements, our EV charging systems could lose market share, our revenue and profits could decline, and we could experience operating losses.
 
We expect to incur substantial research and development costs and devote significant resources to identifying and commercializing new products and services, which could significantly reduce our profitability and may never result in revenue to us.
 
Our future growth depends on penetrating new markets, adapting existing products to new applications, and introducing new products and services that achieve market acceptance. We plan to incur substantial research and development costs as part of our efforts to design, develop and commercialize new products and services and enhance existing products. We spent $42.3 million, or 16% of our revenue, in our fiscal year ended April 30, 2016 on research and development activities. We believe that there are significant investment opportunities in a number of business areas. Because we account for research and development as an operating expense, these expenditures will adversely affect our earnings in the future. Further, our research and development programs may not produce successful results, and our new products and services may not achieve market acceptance, create additional revenue or become profitable, which could materially harm our business, prospects, financial results and liquidity.

 
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Failure to obtain necessary regulatory approvals from the FAA or other governmental agencies, or limitations put on the use of small UAS in response to public privacy concerns, may prevent us from expanding the sales of our small UAS to non‑military customers in the United States.
 
The regulation of small UAS for commercial use in the United States is undergoing substantial change and the ultimate treatment is uncertain. In 2006, the FAA issued a clarification of its existing policies stating that, in order to engage in commercial use of small UAS in the U.S. National Airspace System, a public operator must obtain a COA from the FAA, or fly in restricted airspace. The FAA’s COA approval process requires that the public operator certify the airworthiness of the aircraft for its intended purpose, that a collision with another aircraft or other airspace user is extremely improbable, that the small unmanned aircraft system complies with appropriate cloud and terrain clearances and that the operator or spotter of the small unmanned aircraft system is generally within one half‑mile laterally and 400 feet vertically of the small unmanned aircraft system while in operation. Furthermore, the FAA’s clarification of existing policy stated that the rules for radio‑controlled hobby aircraft do not apply to public or commercial use of small UAS.
 
On February 14, 2012, the FAA Modernization and Reform Act of 2012 was enacted, establishing various deadlines for the FAA to allow expanded use of small UAS for both public and commercial applications. In response to this direction, the FAA and the DOJ established an agreement on May 14, 2012 that, if implemented in a timely and efficient manner, may allow more use of small UAS by U.S. law enforcement agencies. On June 21, 2016, the FAA released its final rules regarding the routine use of certain small UAS (under 55 pounds) in the U.S. National Airspace System. The rules, which become effective in August 2016, provide safety regulations for small UAS conducting non‑recreational operations and contain various limitations and restrictions for such operations, including requiring that operators keep UAS within visial-line-of-sight and prohibiting flights over unprotected people on the ground who are not directly participating in the operation of the UAS. We cannot assure you that these new rules will result in the expanded use of our small UAS by law enforcement or other non‑military government agencies or commercial entities and we may not be able to expand our sales of small UAS beyond our military customers, which could harm our business prospects.
 
In addition, there exists public concern regarding the privacy implications of U.S. commercial and law enforcement use of small UAS. This concern has included calls to develop explicit written policies and procedures establishing usage limitations. We cannot assure you that the response from regulatory agencies, customers and privacy advocates to these concerns will not delay or restrict the adoption of small UAS by non‑military customers.
 
Our products and services are complex and could have unknown defects or errors, which may give rise to claims against us, diminish our brand or divert our resources from other purposes.
 
Our UAS rely on complex avionics, sensors, user‑friendly interfaces and tightly‑integrated, electromechanical designs to accomplish their missions, and our EV charging and power cycling and test systems often rely upon the application of intellectual property for which there may have been little or no prior commercial application. Despite testing, our products have contained defects and errors and may in the future contain defects, errors or performance problems when first introduced, when new versions or enhancements are released, or even after these products have been used by our customers for a period of time. These problems could result in expensive and time‑consuming design modifications or warranty charges, delays in the introduction of new products or enhancements, significant increases in our service and maintenance costs, exposure to liability for damages, damaged customer relationships and harm to our reputation, any of which could materially harm our results of operations and ability to achieve market acceptance. In addition, increased development and warranty costs could be substantial and could reduce our operating margins.
 
The existence of any defects, errors, or failures in our products or the misuse of our products could also lead to product liability claims or lawsuits against us. A defect, error or failure in one of our UAS could result in injury, death or property damage and significantly damage our reputation and support for our UAS in general. We anticipate this risk will grow as our UAS begin to be used in U.S. domestic airspace and urban areas. While our PosiCharge industrial EV charging systems include certain safety mechanisms, these systems can deliver up to 600 amps of current in their application, and the failure, malfunction or misuse of these systems could result in injury or death. Our passenger and fleet electric and HEV charging systems and power cycling and test systems also have the potential to cause injury, death or property damage in the event that they are misused, malfunction or fail to operate properly due to unknown defects or errors.
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Although we maintain insurance policies, we cannot provide assurance that this insurance will be adequate to protect us from all material judgments and expenses related to potential future claims or that these levels of insurance will be available in the future at economical prices or at all. A successful product liability claim could result in substantial cost to us. Even if we are fully insured as it relates to a claim, the claim could nevertheless diminish our brand and divert management’s attention and resources, which could have a negative impact on our business, financial condition and results of operations.
 
If critical components or raw materials used to manufacture our products become scarce or unavailable, then we may incur delays in manufacturing and delivery of our products, which could damage our business.
 
We obtain hardware components, various subsystems and systems from a limited group of suppliers. We do not have long‑term agreements with any of these suppliers that obligate them to continue to sell components, subsystems, systems or products to us. Our reliance on these suppliers involves significant risks and uncertainties, including whether our suppliers will provide an adequate supply of required components, subsystems, or systems of sufficient quality, will increase prices for the components, subsystems or systems and will perform their obligations on a timely basis.
 
In addition, certain raw materials and components used in the manufacture of our products are periodically subject to supply shortages, and our business is subject to the risk of price increases and periodic delays in delivery. Similarly, the market for electronic components is subject to cyclical reductions in supply. If we are unable to obtain components from third‑party suppliers in the quantities and of the quality that we require, on a timely basis and at acceptable prices, then we may not be able to deliver our products on a timely or cost‑effective basis to our customers, which could cause customers to terminate their contracts with us, increase our costs and seriously harm our business, results of operations and financial condition. Moreover, if any of our suppliers become financially unstable, or otherwise unable or unwilling to provide us with raw materials or components, then we may have to find new suppliers. It may take several months to locate alternative suppliers, if required, or to redesign our products to accommodate components from different suppliers. We may experience significant delays in manufacturing and shipping our products to customers and incur additional development, manufacturing and other costs to establish alternative sources of supply if we lose any of these sources or are required to redesign our products. We cannot predict if we will be able to obtain replacement components within the time frames that we require at an affordable cost, if at all.
 
Our earnings and profit margins may decrease based on the mix of our contracts and programs and other factors related to our contracts.
 
In general, we perform our production work under fixed‑price contracts and our repair and customer‑funded research and development work under cost‑plus‑fee contracts. Under fixed‑price contracts, we perform services under a contract at a stipulated price. Under cost‑plus‑fee contracts, which are subject to a contract ceiling amount, we are reimbursed for allowable costs and paid a fee, which may be fixed or performance based. We typically experience lower profit margins under cost‑plus‑fee contracts than under fixed‑price contracts, though fixed‑price contracts involve higher risks. In general, if the volume of services we perform under cost‑plus‑fee contracts increases relative to the volume of services we perform under fixed‑price contracts, we expect that our operating margin will decline. In addition, our earnings and margins may decrease depending on the costs we incur in contract performance, our achievement of other contract performance objectives and the stage of our performance at which our right to receive fees, particularly under incentive and award fee contracts, is finally determined.
 
We use estimates in accounting for many of our programs and changes in our estimates could adversely affect our future financial results.
 
Contract accounting requires judgments relative to assessing risks, including risks associated with estimating contract revenues and costs, assumptions for schedule and technical issues, customer‑directed delays and reductions in scheduled deliveries, and unfavorable resolutions of claims and contractual matters. Due to the size and nature of many of our contracts, the estimation of total revenues and cost at completion is complicated and subject to many variables. For example, we must make assumptions regarding the length of time to complete the contract because costs also include expected increases in wages and prices for materials; consider whether the intent of entering into multiple contracts was
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effectively to enter into a single project in order to determine whether such contracts should be combined or segmented; consider incentives or penalties related to performance on contracts in estimating sales and profit rates, and record them when there is sufficient information for us to assess anticipated performance; and use estimates of award fees in estimating sales and profit rates based on actual and anticipated awards. Because of the significance of the judgments and estimation processes described above, it is likely that materially different amounts could be recorded if we used different assumptions or if the underlying circumstances were to change. Changes in underlying assumptions, circumstances or estimates may adversely affect our future results of operations and financial condition.
 
Cost overruns on our contracts could subject us to losses, decrease our operating margins and adversely affect our future business.
 
Fixed‑price contracts (including both government and commercial contracts) represented approximately 78% of our revenue for the fiscal year ended April 30, 2016. If we fail to anticipate technical problems, estimate costs accurately or control costs during our performance of fixed‑price contracts, then we may incur losses on these contracts because we absorb any costs in excess of the fixed price. Under cost‑plus‑fee contracts, if costs exceed the contract ceiling or are not allowable under the provisions of the contract or applicable regulations, then we may not be able to obtain reimbursement for all such costs. Under time and materials contracts, we are paid for labor at negotiated hourly billing rates and for certain expenses. Because many of our contracts involve advanced designs and innovative technologies, we may experience unforeseen technological difficulties and cost overruns. Under each type of contract, if we are unable to control the costs we incur in performing under the contract, then our financial condition and results of operations could be materially adversely affected. Cost overruns also may adversely affect our ability to sustain existing programs and obtain future contract awards.
 
Our senior management and key employees are important to our customer relationships and overall business.
 
We believe that our success depends in part on the continued contributions of our senior management and key employees. We rely on our executive officers, senior management and key employees to generate business and execute programs successfully. In addition, the relationships and reputation that members of our management team and key employees have established and maintain with government defense personnel contribute to our ability to maintain good customer relations and to identify new business opportunities. We do not have employment agreements with any of our executive officers or key employees, and these individuals could terminate their employment with us at any time. The loss of any of our executive officers, members of our senior management team or key employees could significantly delay or prevent the achievement of our business objectives and could materially harm our business and customer relationships and impair our ability to identify and secure new contracts and otherwise manage our business.
 
We must recruit and retain highly‑skilled employees to succeed in our competitive business.
 
We depend on our ability to recruit and retain employees who have advanced engineering and technical services skills and who work well with our customers. These employees are in great demand and are likely to remain a limited resource in the foreseeable future. If we are unable to recruit and retain a sufficient number of these employees, then our ability to maintain our competitiveness and grow our business could be negatively affected. In addition, because of the highly technical nature of our products, the loss of any significant number of our existing engineering personnel could have a material adverse effect on our business and operating results. Moreover, some of our U.S. government contracts contain provisions requiring us to staff a program with certain personnel the customer considers key to our successful performance under the contract. In the event we are unable to provide these key personnel or acceptable substitutes, the customer may terminate the contract.
 
Our business may be dependent upon our employees obtaining and maintaining required security clearances, as well as our ability to obtain security clearances for the facilities in which we perform sensitive government work.
 
Certain of our U.S. government contracts require our employees to maintain various levels of security clearances, and we are required to maintain certain facility security clearances complying with DoD requirements. The DoD has strict security clearance requirements for personnel who work on classified programs. Obtaining and maintaining security clearances for employees involves a lengthy process, and it is difficult to identify, recruit and retain
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employees who already hold security clearances. If our employees are unable to obtain security clearances in a timely manner, or at all, or if our employees who hold security clearances are unable to maintain the clearances or terminate employment with us, then a customer requiring classified work could terminate the contract or decide not to renew it upon its expiration. In addition, we expect that many of the contracts on which we will bid will require us to demonstrate our ability to obtain facility security clearances and employ personnel with specified types of security clearances. To the extent we are not able to obtain facility security clearances or engage employees with the required security clearances for a particular contract, we may not be able to bid on or win new contracts, or effectively rebid on expiring contracts.
 
Our future profitability may be dependent upon achieving cost reductions and projected economies of scale from increasing manufacturing quantities of our products. Failing to achieve such reductions in manufacturing costs and projected economies of scale could materially adversely affect our business.
 
We have limited experience manufacturing our EV charging systems and small UAS in high volume. We do not know whether or when we will be able to develop efficient, low‑cost manufacturing capabilities and processes that will enable us to manufacture (or contract for the manufacture of) these products in commercial quantities while meeting the volume, speed, quality, price, engineering, design and production standards required to successfully market our products. Our failure to develop such manufacturing processes and capabilities in locations that can efficiently service our markets could have a material adverse effect on our business, financial condition, results of operations and prospects. Historically, we have produced PosiCharge industrial EV charging systems and power cycling and test systems only in limited production quantities. Our future profitability is, in part, dependent upon achieving increased savings from volume purchases of raw materials and component parts, achieving acceptable manufacturing yield and capitalizing on machinery efficiencies. We expect our suppliers to experience a sharp increase in demand for their products. As a result, we may not have reliable access to supplies that we require or be able to purchase such materials or components at cost effective prices. There is no assurance that we will ever be in a position to realize any material, labor and machinery cost reductions associated with higher purchasing power and higher production levels. Failure to achieve these cost reductions could adversely impact our business and financial results.
 
We face significant risks in overseeing our outsourcing of manufacturing processes as well as in the management of our inventory, and failure to properly oversee our manufacturing processes or to effectively manage our inventory levels may result in product recalls or supply imbalances that could harm our business.
 
We have contracted for the manufacture of certain EV charging systems with contract manufacturers. We sell these units directly and through distributors, as well as through our own online sales channels. We face significant risks if our contract manufacturers do not perform as expected. If we fail to effectively oversee the manufacturing process, including the work performed by our contract manufacturers, we could be negatively impacted by product recalls, poorly performing products and higher than anticipated warranty costs.
 
In connection with our manufacturing operations, we maintain a finished goods inventory of EV charging units in various locations, including with third party logistics providers. In addition, we also maintain a variety of parts and components in inventory to allow us to customize our UAS products for specific customer requirements, which parts are subject to obsolescence and expiration. Due to the long‑lead time for obtaining certain UAS product components and the manufacturing cycles, we need to make forecasts of demand and commit significant resources towards manufacturing our products. As such, we are subject to significant risks in managing the inventory needs of our business during the year, including estimating the appropriate demand for our products. Should orders and market conditions differ significantly from our estimates, our future results of operations could be materially adversely affected. In the future, we may be required to record write‑downs of finished products and materials on‑hand and/or additional charges for excess purchase commitments as a result of future changes in our sales forecasts or customer orders.
 
Due to the volatile and flammable nature of certain components of our products and equipment, fires or explosions may disrupt our business or cause significant injuries, which could adversely affect our financial results.
 
The development and manufacture of certain of our products involves the handling of a variety of explosive and flammable materials as well as high power equipment. From time to time, these activities may result in incidents that could cause us to temporarily shut down or otherwise disrupt some manufacturing processes, causing production delays
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and resulting in liability for workplace injuries and/or fatalities. We have safety and loss prevention programs that require detailed reviews of process changes and new operations, along with routine safety audits of operations involving explosive materials, to mitigate such incidents, as well as a variety of insurance policies. However, we cannot ensure that we will not experience such incidents in the future or that any such incidents will not result in production delays or otherwise have a material adverse effect on our business and financial condition.
 
The operation of UAS in urban environments may be subject to risks, such as accidental collisions and transmission interference, which may limit demand for our UAS in such environments and harm our business and operating results.
 
Urban environments may present certain challenges to the operators of UAS. UAS may accidentally collide with other aircraft, persons or property, which could result in injury, death or property damage and significantly damage the reputation of and support for UAS in general. As the usage of UAS has increased, particularly by military customers, the danger of such collisions has increased. Furthermore, the incorporation of our DDL technology into our UAS has increased the number of vehicles which can operate simultaneously in a given area and with this increase has come an increase in the risk of accidental collision. In addition, obstructions to effective transmissions in urban environments, such as large buildings, may limit the ability of the operator to utilize the aircraft for its intended purpose. The risks or limitations of operating UAS in urban environments may limit their value in such environments, which may limit demand for our UAS and consequently materially harm our business and operating results.
 
As a manufacturer of electrical vehicle charging products and provider of electrical installation services to consumers, we are subject to various government regulations and may be subject to additional regulations in the future, violation of which could subject us to sanctions or otherwise harm our business. In addition, we could be the subject of future product liability suits or product recalls, which could harm our business.
 
As a manufacturer of consumer products, we are subject to significant government regulations, including, in the United States, those issued under the Consumer Products Safety Act, as well as those issued under product safety and consumer protection statutes in our international markets. In addition, certain of our electrical contracting services are subject to regulation by various government authorities. Failure to comply with any applicable product safety or consumer protection regulation could result in sanctions that could have a negative impact on our business, financial condition and results of operations.
 
We may also be subject to involuntary product recalls or may voluntarily conduct a product recall. The costs associated with any future product recalls could be significant. In addition, any product recall, regardless of direct costs of the recall, may harm consumer perceptions of our products and have a negative impact on our future revenues and results of operations.
 
Governments and regulatory agencies in the markets where we manufacture and sell products may enact additional regulations relating to product safety and consumer protection in the future, and may also increase the penalties for failure to comply with product safety and consumer protection regulations. In addition, one or more of our customers might require changes in our products, such as the non‑use of certain materials, in the future. Complying with any such additional regulations or requirements could impose increased costs on our business. Similarly, increased penalties for non‑compliance could subject us to greater expenses in the event any of our products were found to not comply with such regulations. Such increased costs or penalties could harm our business.
 
In addition to government regulation, products that have been or may be developed by us may expose us to potential liability from personal injury or property damage claims by the users of such products. There can be no assurance that a claim will not be brought against us in the future. Any successful claim could significantly harm our business, financial condition and results of operations.
 
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Our quarterly operating results may vary widely.
 
Our quarterly revenue, cash flow and operating results have and may continue to fluctuate significantly in the future due to a number of factors, including the following:
 
 	·	 	fluctuations in revenue derived from government contracts, including cost‑plus‑fee contracts and contracts with a performance‑based fee structure;	
 
 	·	 	the size and timing of orders from military and other governmental agencies, including increased purchase requests from government customers for equipment and materials in connection with the U.S. government’s fiscal year end, which may affect our quarterly operating results;	
 
 	·	 	the mix of products that we sell in the period;	
 
 	·	 	seasonal fluctuations in customer demand for some of our products or services;	
 
 	·	 	unanticipated costs incurred in the introduction of new products;	
 
 	·	 	fluctuations in the adoption of our products in new markets;	
 
 	·	 	changes in the level of tax credits available for research and development spending;	
 
 	·	 	cancellations, delays or contract amendments by our governmental agency customers;	
 
 	·	 	changes in policy or budgetary measures that adversely affect our governmental agency customers;	
 
 	·	 	the cost of complying with various regulatory requirements applicable to our business and the potential penalties or sanctions that could be imposed for non‑compliance; and	
 
 	·	 	our ability to obtain the necessary export licenses for sales of our products and services to international customers.	
 
Changes in the volume of products and services provided under existing contracts and the number of contracts commenced, completed or terminated during any quarter may cause significant variations in our cash flow from operations because a relatively large amount of our expenses are fixed. We incur significant operating expenses during the start‑up and early stages of large contracts and typically do not receive corresponding payments in that same quarter. We may also incur significant or unanticipated expenses when contracts expire or are terminated or are not renewed. In addition, payments due to us from government agencies may be delayed due to billing cycles or as a result of failures of governmental budgets to gain congressional and presidential approval in a timely manner.
 
Shortfalls in available external research and development funding could adversely affect us.
 
We depend on our research and development activities to develop the core technologies used in our UAS and EES products and for the development of our future products. A portion of our research and development activities depends on funding by commercial companies and the U.S. government. U.S. government and commercial spending levels can be impacted by a number of variables, including general economic conditions, specific companies’ financial performance and competition for U.S. government funding with other U.S. government‑sponsored programs in the budget formulation and appropriation processes. Moreover, the U.S., state and local governments provide energy rebates and incentives to commercial companies, which directly impact the amount of research and development that companies appropriate for energy systems. To the extent that these energy rebates and incentives are reduced or eliminated, company funding for research and development could be reduced. Any reductions in available research and development funding could harm our business, financial condition and operating results.
 
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Variability and cyclicality in the market for electric industrial vehicles could adversely affect us.
 
Our PosiCharge industrial EV charging system products are purchased primarily by operators of fleets of electric industrial vehicles, such as forklift trucks and airport ground support equipment. Consequently, our ability to remain profitable depends in part on the varying conditions in the market for electric industrial vehicles. This market is subject to variability as it moves in response to cycles in the overall business environment and it is also particularly sensitive to the industrial, food and beverage, retail and air travel sectors, which generate a significant portion of the demand for such vehicles. Sales of electric industrial vehicles have historically been cyclical, with demand affected by such economic factors as industrial production, construction levels, demand for consumer and durable goods, interest rates and fuel costs. A significant decline in demand for electric industrial vehicles could adversely affect our revenue and prospects, which would harm our business, financial condition and operating results.
 
Our success in the emerging market for passenger and fleet electric and HEV charging systems will depend on numerous factors which are out of our control.
 
The passenger and fleet electric and HEV charging systems market is expected to grow rapidly, along with innovations in fast charging technologies. However, because the passenger electric and fleet charging systems market is relatively new, there is no guarantee that there will be strong consumer demand for charging systems. Demand for such systems could also be directly impacted by fuel costs; if fuel costs were to significantly decrease, the demand for EVs and charging systems could decline. If there is little consumer demand for our passenger electric and fleet charging systems, our revenue and prospects could be adversely affected, which would harm our business, financial and operating results. The rate of EV adoption is difficult to predict and has been slower than many in the industry have predicted to date.
 
Our industrial EV charging systems business is dependent upon our relationships with third parties with whom we do not have exclusive arrangements.
 
To remain competitive in the market for industrial EV charging systems, we must maintain our access to potential customers and ensure that the service needs of our customers are met adequately. In many cases, we rely on battery and industrial vehicle dealers for access to potential industrial EV charging system customers. Currently, several of our industrial EV charging system competitors are working with battery manufacturers to sell fast charging systems and batteries together. Cooperative agreements between our competitors and battery manufacturers could restrict our access to battery dealers and potential industrial EV charging systems customers, adversely affecting our revenue and prospects. Additionally, we rely on outside service providers to perform post‑sale services for our PosiCharge industrial EV charging system customers. If these service providers fail to perform these services as required or discontinue their business with us, then we could lose customers to competitors, which would harm our business, financial condition and operating results.
 
Our commercial UAS initiative and our electric and HEV charging system business are dependent upon our development of relationships with multiple stakeholders in those industries.
 
We have been selected by several major automakers to support the rollout of new model EVs across the United States with our home charging system and are building relationships with numerous potential customers and channel partners in various industries related to our commercial UAS initiative. Accordingly, we depend upon those relationships and the success of early customer engagements to expand our market penetration efforts. If one or more of our partnerships terminates prematurely, and we cannot establish similar relationships with other entities with direct access to end customers, we may not be able to develop a sustainable market for our home charging system or our commercial UAS solutions, which may delay commercialization or jeopardize the long‑term success of these initiatives. We believe that the success and growth of our passenger EV charging and commercial UAS businesses for the foreseeable future will also depend on our ability to develop similar working relationships with other value chain members in the United States and internationally. While we have been working with other stakeholders to explore business models and to promote our solutions, there is no guarantee that we will be successful in doing so.
 
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Our work for the U.S. government and international governments may expose us to security risks.
 
As a U.S. government contractor, we face various security threats, including cyber security attacks on our information technology infrastructure, attempts to gain access to our proprietary, financial, banking or classified information as well as threats to the physical security of our facilities and employees. Although we utilize various procedures and controls to monitor and mitigate these threats, there can be no assurance that these procedures and controls will be sufficient to prevent disruptions, the unauthorized release of confidential technical, financial or banking information or corruption of data. Accordingly, any significant operational delays, or any destruction, manipulation or improper use of our data, information systems or networks could adversely affect our financial results and damage the reputation for our products and services. If we or our partners are subject to data security breaches, we may have a loss in sales or increased costs arising from the restoration or implementation of additional security measures, either of which could materially and adversely affect our business and financial results.
 
In addition, we work in international locations where there are high security risks, which could result in harm to our employees and contractors or substantial costs. Some of our services are performed in or adjacent to high‑risk locations, such as Iraq and Afghanistan, where the country or location is experiencing political, social or economic issues, or war or civil unrest. In those locations where we have employees or operations, we may incur substantial costs to maintain the safety of our personnel. Despite these precautions, the safety of our personnel in these locations may continue to be at risk, and we may in the future be negatively impacted by the loss of employees and contractors, which could harm our business and operating results.
 
We may not be able to obtain capital when desired on favorable terms, if at all, or without dilution to our stockholders.
 
We operate in emerging and rapidly evolving markets, which makes our prospects difficult to evaluate. It is possible that we may not generate sufficient cash flow from operations or otherwise have the capital resources to meet our future capital needs. If this occurs, then we may need additional financing to pursue our business strategies, including to:
 
 	·	 	hire additional engineers and other personnel;	
 
 	·	 	develop new or enhance existing products;	
 
 	·	 	enhance our operating infrastructure;	
 
 	·	 	fund working capital requirements;	
 
 	·	 	acquire complementary businesses or technologies; or	
 
 	·	 	otherwise respond to competitive pressures.	
 
If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders could be significantly diluted, and these newly‑issued securities may have rights, preferences or privileges senior to those of existing stockholders. We cannot assure you that additional financing will be available on terms favorable to us, or at all. Our former line of credit contained, and future debt financing may contain, covenants or other provisions that limit our operational or financial flexibility. In addition, certain of our customers require that we obtain letters of credit to support our obligations under some of our contracts.
 
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Our investment portfolio includes investments in auction rate securities. Failures in the auctions for these securities affect our liquidity, coupled with deterioration in credit ratings of issuers of such securities and/or third parties insuring such investments may require us to adjust the carrying value of our investment through an impairment of earnings.
 
As of April 30, 2016, our $2.8 million of long‑term investments recorded at fair value consisted entirely of auction rate municipal bonds with maturities that range from approximately 3 to 18 years. These investments have characteristics similar to short‑term investments, because at pre‑determined intervals, generally ranging from 30 to 35 days, there is a new auction process at which the interest rates for these securities are reset to current interest rates. At the end of such period, we choose to roll‑over our holdings or redeem the investments for cash. A market maker facilitates the redemption of the securities and the underlying issuers are not required to redeem the investment within 365 days.
 
Since fiscal 2008, we have experienced failed auctions of our auction rate securities and there is no assurance that auctions on the remaining auction rate securities in our investment portfolio will succeed in the future. As a result, our ability to liquidate our investments in the near term may be limited, and our ability to recover the carrying value of our investments may be limited. An auction failure means that the parties wishing to sell securities were not able to do so. As of June 17, 2016, including the securities involved in failed auctions, we held approximately $2.4 million of these auction rate securities, all of which carry investment grade ratings. These investments are subject to general credit, liquidity, market and interest rate risks, which may be exacerbated by problems in the global credit markets. These and other related factors have affected various sectors of the financial markets and caused credit and liquidity issues. If the issuers of these securities are unable to successfully close future auctions or their credit ratings deteriorate, we may in the future be required to record an impairment charge on these investments. We currently believe these securities are not permanently impaired, primarily due to the government backing of the underlying securities. However, it could take until the final maturity of the underlying notes (up to 18 years) to realize our investments’ purchase price of $2.7 million. Based on our ability to access our cash and cash equivalents, expected operating cash flows, and our other sources of cash, we do not anticipate that the current lack of liquidity on these investments will affect our ability to continue to operate our business in the ordinary course, however we can provide no assurance as to when these investments will again become liquid or as to whether we may ultimately have to recognize an impairment charge with respect to these investments.
 
Unstable market and economic conditions may have serious adverse consequences on our business, financial condition and stock price.
 
Global credit and financial markets have experienced extreme disruptions in recent years, including severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about economic stability. There can be no assurance that renewed deterioration in credit and financial markets and confidence in economic conditions will not occur. Our general business strategy may be adversely affected by any economic downturn, volatile business environment or continued unpredictable and unstable market conditions. If the current equity and credit markets deteriorate, or do not improve, it may make any necessary debt or equity financing more difficult, more costly and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance and stock price and could require us to delay or abandon implementing business initiatives. These events and the continuing market upheavals could adversely affect our business in a number of ways, including:
 
Potential Deferment of Purchases and Orders by Customers:  Uncertainty about current and future global economic conditions may cause governments, including the U.S. government, which is our largest customer, consumers and businesses to modify, defer or cancel purchases in response to tighter credit, decreased cash availability and declining consumer confidence. Accordingly, future demand for our products could differ materially from our current expectations. Additionally, if customers are not successful in generating sufficient revenue or are precluded from securing financing, they may not be able to pay, or may delay payment of, accounts receivable that are owed to us. Any inability of current and/or potential customers to pay us for our products may adversely affect our earnings and cash flow.
 
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Negative Impact from Increased Financial Pressures on Key Suppliers:  Our ability to meet customers’ demands depends, in part, on our ability to obtain timely and adequate delivery of quality materials, parts and components from our suppliers. Certain of our hardware components and various subsystems are available only from a limited group of suppliers. If certain key suppliers were to become capacity constrained or insolvent as a result of a market downturn, then we may have to find new suppliers. We may experience significant delays in manufacturing and shipping our products to customers and incur additional development, manufacturing and other costs to establish alternative sources of supply if we lose any of these sources or are required to redesign our products. We cannot predict if we will be able to obtain replacement components within the time frames that we require at an affordable cost, if at all. In addition, credit constraints of key suppliers could result in accelerated payment of accounts payable by us, impacting our cash flow.
 
Customers’ Inability to Obtain Financing to Make Purchases from Us and/or Maintain Their Business:   Some of our customers may require substantial financing in order to fund their operations and make purchases from us. The inability of these customers to obtain sufficient credit to finance purchases of our products, or otherwise meet their payment obligations to us could adversely impact our financial condition and results of operations. In addition, if a market downturn results in insolvencies for our customers, it could adversely impact our financial condition and results of operations.
 
Potential future acquisitions could be difficult to integrate, divert the attention of key personnel, disrupt our business, dilute stockholder value and impair our financial results.
 
We intend to consider strategic acquisitions that would add to our customer base, technological capabilities or system offerings. Acquisitions involve numerous risks, any of which could harm our business, including the following:
 
 	·	 	difficulties in integrating the operations, technologies, products, existing contracts, accounting and personnel of the target company and realizing the anticipated synergies of the combined businesses;	
 
 	·	 	difficulties in supporting and transitioning customers, if any, of the target company;	
 
 	·	 	diversion of financial and management resources from existing operations;	
 
 	·	 	the price we pay or other resources that we devote may exceed the value we realize, or the value we could have realized if we had allocated the purchase price or other resources to another opportunity;	
 
 	·	 	risks of entering new markets in which we have limited or no experience;	
 
 	·	 	potential loss of key employees, customers and strategic alliances from either our current business or the target company’s business;	
 
 	·	 	assumption of unanticipated problems or latent liabilities, such as problems with the quality of the target company’s products or its regulatory compliance; and	
 
 	·	 	inability to generate sufficient revenue to offset acquisition costs.	
 
Acquisitions also frequently result in the recording of goodwill and other intangible assets which are subject to potential impairments in the future that could harm our financial results. In addition, if we finance acquisitions by issuing equity, or securities convertible into equity, then our existing stockholders may be diluted, which could lower the market price of our common stock. If we finance acquisitions through debt, then such future debt financing may contain covenants or other provisions that limit our operational or financial flexibility.
 
If we fail to properly evaluate acquisitions or investments, then we may not achieve the anticipated benefits of any such acquisitions, and we may incur costs in excess of what we anticipate. The failure to successfully evaluate and execute acquisitions or investments or otherwise adequately address these risks could materially harm our business and financial results.
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Environmental laws and regulations and unforeseen costs could impact our future earnings.
 
The manufacture and sale of our products in certain states and countries may subject us to environmental and other regulations. For example, we obtain a significant number of our electronics components from companies located in East Asia, where environmental rules may be less stringent than in the United States. Over time, the countries where these companies are located may adopt more stringent environmental regulations, resulting in an increase in our manufacturing costs. Given the increasing focus on environmental compliance by regulators and the general public, any incidence of non‑compliance could result in damage to our reputation beyond the fines and other sanctions that could be imposed. Furthermore, certain environmental laws, including the U.S. Comprehensive, Environmental Response, Compensation and Liability Act of 1980, impose strict, joint and several liability on current and previous owners or operators of real property for the cost of removal or remediation of hazardous substances and impose liability for damages to natural resources. These laws often impose liability even if the owner or operator did not know of, or was not responsible for, the release of such hazardous substances. These environmental laws also assess liability on persons who arrange for hazardous substances to be sent to disposal or treatment facilities when such facilities are later found to be contaminated. Such persons can be responsible for cleanup costs even if they never owned or operated the contaminated facility. Although we have never been named a responsible party at a contaminated site, we could be named a potentially responsible party in the future. We cannot assure you that such existing laws or future laws will not have a material adverse effect on our future earnings or results of operations.
 
Our business is subject to federal, state and international laws regarding data protection and privacy, as well as confidentiality obligations under various agreements, and a privacy breach could damage our reputation, expose us to litigation risk and adversely affect our business.
 
In connection with our business, we receive, collect, process and retain certain sensitive and confidential customer information. As a result, we are subject to increasingly rigorous federal, state and international laws regarding privacy and data protection. We also execute confidentiality agreements with various parties under which we are required to protect their confidential information. Compliance with these agreements and constantly evolving laws may cause us to incur significant costs or require changes to our business practices, which could reduce our revenue. If we fail to comply with these privacy and data protection laws, proceedings may be brought against us by governmental entities or others or penalties may be imposed on us, either of which could have a material adverse effect on our business, results of operations and financial condition. In addition, we could be subject to damages if we breach the confidentiality obligations in our agreements. While we rely, in part, on security services and software provided by outside vendors to protect sensitive and confidential customer information, there is no guarantee that the protections that we, or our outside vendors have implemented will prevent security breaches. In addition, we have access to certain of our customers’ proprietary systems that contain sensitive information and are liable to such customers for damages caused by or employees’ and agents’ misuse of or access to such systems, including damages resulting from security breaches to such customers’ systems caused by us. Any actual, threatened or perceived security breach that could result in misappropriation, loss or other unauthorized disclosure of sensitive or confidential customer information could harm our reputation and relationship with customers and potential customers, expose us to litigation risk and liability and adversely affect our business.
 
Compliance with the SEC’s conflict minerals regulations may increase our costs and adversely impact the supply‑chain for our UAS and EES products.
 
In August 2012, the SEC adopted disclosure rules regarding a company’s use of conflict minerals in its products with substantial supply chain verification requirements in the event that the conflict minerals come from, or could have come from, the Democratic Republic of the Congo or adjoining countries. These rules and verification requirements will impose additional costs on us and on our suppliers, including costs related to determining the source of conflict minerals used in our products, which will adversely affect our results of operations. We are dependent on information supplied by our first tier suppliers in conducting due diligence into the origins of conflict minerals in our products and in complying with our SEC reporting obligations. To the extent that information we receive from our suppliers is inaccurate or inadequate, we may not be able to determine whether our products are conflict mineral‑free. We may face challenges in satisfying our customers who may require that our products be certified as conflict
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mineral‑free, which could place us at a competitive disadvantage and could harm our business. These regulations could also have the effect of limiting the pool of suppliers from which we source items containing conflict minerals, and we may be unable to obtain conflict‑free minerals at competitive prices, if at all, which could increase our costs and adversely affect our results of operations.
 
Our business and operations are subject to the risks of earthquakes and other natural catastrophic events.
 
Our corporate headquarters, research and development and manufacturing operations are located in Southern California, a region known for seismic activity and wild fires. A significant natural disaster, such as an earthquake, fire or other catastrophic event, could severely affect our ability to conduct normal business operations, and as a result, our future operating results could be materially and adversely affected.
 
Risks Related to Our U.S. Government Contracts
 
We are subject to extensive government regulation, and our failure to comply with applicable regulations could subject us to penalties that may restrict our ability to conduct our business.
 
As a contractor to the U.S. government, we are subject to and must comply with various government regulations that impact our revenue, operating costs, profit margins and the internal organization and operation of our business. The most significant regulations and regulatory authorities affecting our business include the following:
 
 	·	 	the Federal Acquisition Regulations and supplemental agency regulations, which comprehensively regulate the formation and administration of, and performance under, U.S. government contracts;	
 
 	·	 	the Truth in Negotiations Act, which requires certification and disclosure of all factual cost and pricing data in connection with contract negotiations;	
 
 	·	 	the False Claims Act and the False Statements Act, which impose penalties for payments made on the basis of false facts provided to the government and on the basis of false statements made to the government, respectively;	
 
 	·	 	the Foreign Corrupt Practices Act, which prohibits U.S. companies from providing anything of value to a foreign official to help obtain, retain or direct business, or obtain any unfair advantage;	
 
 	·	 	the National Telecommunications and Information Administration and the Federal Communications Commission, which regulate the wireless spectrum allocations upon which UAS depend for operation and data transmission in the United States;	
 
 	·	 	the Federal Aviation Administration, which regulates the use of airspace for all aircraft, including UAS operation in the United States;	
 
 	·	 	the International Traffic in Arms Regulations, which regulate the export of controlled technical data, defense articles and defense services and restrict from which countries we may purchase materials and services used in the production of certain of our products; and	
 
 	·	 	laws, regulations and executive orders restricting the use and dissemination of information classified for national security purposes and the exportation of certain products and technical data.	
 
Also, we need special security clearances and regulatory approvals to continue working on certain of our projects with the U.S. government. Classified programs generally will require that we comply with various executive orders, federal laws and regulations and customer security requirements that may include restrictions on how we develop, store, protect and share information, and may require our employees and facilities to obtain government security clearances. Our failure to comply with applicable regulations, rules and approvals or misconduct by any of our employees could result in the imposition of fines and penalties, the loss of security clearances, the loss of our
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government contracts or our suspension or debarment from contracting with the U.S. government generally, any of which could harm our business, financial condition and results of operations. We are also subject to certain regulations of comparable government agencies in other countries, and our failure to comply with these non‑U.S. regulations could also harm our business, financial condition or results of operations.
 
Our business could be adversely affected by a negative audit or investigation by the U.S. government.
 
U.S. government agencies, primarily the DCAA and the DCMA, routinely audit and investigate government contractors. These agencies review a contractor’s performance under its contracts, cost structure and compliance with applicable laws, regulations and standards. These agencies also may review the adequacy of, and a contractor’s compliance with, its internal control systems and policies, including the contractor’s purchasing, quality, accounting, property, estimating, compensation and management information systems.
 
Like most government contractors, our contracts are audited and reviewed on a continual basis by the DCMA and the DCAA. The indirect costs we incur in performing government contracts have been audited on an annual basis. The DCMA, disallowed a portion of the Company’s executive compensation and other costs included in the Company’s fiscal 2006, 2007 and 2008 incurred cost claims and sought interest for all three years and penalties for Fiscal 2006, based on the disallowed costs.  The Company appealed these cost disallowances to the Armed Services Board of Contract Appeals. For Fiscal 2006, as a result of partial settlements and a decision of the Armed Services Board of Contract Appeals in March 2016, the government’s remaining claims were dismissed with prejudice.  All of the government’s claims related to the Company’s 2007 and 2008 incurred cost claims were settled as of October 2015 by payment to the government of $50,000 and the government’s claims related to the Company’s 2009 incurred cost claims were settled as of October 2015 without the payment of any consideration. Audits for costs incurred on work performed after fiscal year 2009 have not yet been completed. In addition, non‑audit reviews or investigations by the government may still be conducted on all of our government contracts.
 
Any costs found to be improperly allocated to a specific cost reimbursement contract will not be reimbursed, while such costs already reimbursed must be refunded. If an audit or investigation of our business were to uncover improper or illegal activities, then we could be subject to civil and criminal penalties and administrative sanctions, including termination of contracts, suspension of payments, fines and suspension or debarment from doing business with the U.S. government. We could experience serious harm to our reputation if allegations of impropriety or illegal acts were made against us, even if the allegations were inaccurate. In addition, responding to governmental audits or investigations may involve significant expense and divert management attention. If any of the foregoing were to occur, our financial condition and operating results could be materially adversely affected.
 
Moreover, if any of our administrative processes and business systems are found not to comply with the applicable requirements, we may be subjected to increased government scrutiny or required to obtain additional governmental approvals that could delay or otherwise adversely affect our ability to compete for or perform contracts. In December 2015, DCMA concluded that AeroVironment’s purchasing system was not approved.  In an April 2016 follow-up review the DCMA approved our purchasing system. An unfavorable outcome to such an audit or investigation by the DCAA, U.S. Department of Justice or DOJ, or other government agency, could materially adversely affect our competitive position, affect our ability to obtain new government business, and obtain the maximum price for our products and services, and result in a substantial reduction of our revenues.
 
If we were suspended or debarred from contracting with the federal government generally, or any specific agency, if our reputation or relationship with government agencies were impaired, or if the government otherwise ceased doing business with us or significantly decreased the amount of business it does with us, our revenue and operating results could be materially harmed. For example, in February 2010, we were notified by the DOJ that it had initiated a civil investigation into our cost charging practices with respect to government contracts. We resolved these claims with the DOJ in October 2013. Under the settlement agreement, we reimbursed the government for an amount erroneously charged to the government in our FY2006 incurred cost claim submittal.
 
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Some of our contracts with the U.S. government allow it to use inventions developed under the contracts and to disclose technical data to third parties, which could harm our ability to compete.
 
Some of our contracts allow the U.S. government to use, royalty‑free, or have others use, inventions developed under those contracts on behalf of the government. Some of the contracts allow the federal government to disclose technical data without constraining the recipient on how those data are used. The ability of third parties to use patents and technical data for government purposes creates the possibility that the government could attempt to establish alternative suppliers or to negotiate with us to reduce our prices. The potential that the government may release some of the technical data without constraint creates the possibility that third parties may be able to use this data to compete with us, which could have a material adverse effect on our business, results of operations or financial condition.
 
U.S. government contracts are generally not fully funded at inception and contain certain provisions that may be unfavorable to us, which could prevent us from realizing our contract backlog and materially harm our business and results of operations.
 
U.S. government contracts typically involve long lead times for design and development, and are subject to significant changes in contract scheduling. Congress generally appropriates funds on a fiscal year basis even though a program may continue for several years. Consequently, programs are often only partially funded initially, and additional funds are committed only as Congress makes further appropriations. The termination or reduction of funding for a government program would result in a loss of anticipated future revenue attributable to that program.
 
The actual receipt of revenue on awards included in backlog may never occur or may change because a program schedule could change or the program could be canceled, or a contract could be reduced, modified or terminated early.
 
In addition, U.S. government contracts generally contain provisions permitting termination, in whole or in part, at the government’s convenience or for contractor default. Since a substantial majority of our revenue is dependent on the procurement, performance and payment under our U.S. government contracts, the termination of one or more critical government contracts could have a negative impact on our results of operations and financial condition. Termination arising out of our default could expose us to liability and have a material adverse effect on our ability to re‑compete for future contracts and orders. Moreover, several of our contracts with the U.S. government do not contain a limitation of liability provision, creating a risk of responsibility for indirect, incidental damages and consequential damages. These provisions could cause substantial liability for us, especially given the use to which our products may be put.
 
U.S. government contracts are subject to a competitive bidding process that can consume significant resources without generating any revenue.
 
U.S. government contracts are frequently awarded only after formal, protracted competitive bidding processes and, in many cases, unsuccessful bidders for U.S. government contracts are provided the opportunity to protest contract awards through various agency, administrative and judicial channels. We derive significant revenue from U.S. government contracts that were awarded through a competitive bidding process. Much of the UAS business that we expect to seek in the foreseeable future likely will be awarded through competitive bidding. Competitive bidding presents a number of risks, including the following:
 
 	·	 	the need to bid on programs in advance of the completion of their design, which may result in unforeseen technological difficulties and cost overruns;	
 
 	·	 	the substantial cost and managerial time and effort that must be spent to prepare bids and proposals for contracts that may not be awarded to us;	
 
 	·	 	the need to estimate accurately the resources and cost structure that will be required to service any contract we are awarded; and	
 
 	·	 	the expense and delay that may arise if our competitors protest or challenge contract awards made to us pursuant to competitive bidding, and the risk that any such protest or challenge could result in the delay of	
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our contract performance, the distraction of management, the resubmission of bids on modified specifications, or in termination, reduction or modification of the awarded contract.	
 
We may not be provided the opportunity to bid on contracts that are held by other companies and are scheduled to expire if the government extends the existing contract. If we are unable to win particular contracts that are awarded through a competitive bidding process, then we may not be able to operate for a number of years in the market for goods and services that are provided under those contracts. If we are unable to win new contract awards over any extended period consistently, then our business and prospects will be adversely affected.
 
We are subject to procurement rules and regulations, which increase our performance and compliance costs under our U.S. government contracts.
 
We must comply with, and are affected by, laws and regulations relating to the formation, administration and performance of U.S. government contracts. These laws and regulations, among other things, require certification and disclosure of all cost and pricing data in connection with contract negotiation, define allowable and unallowable costs and otherwise govern our right to reimbursement under certain cost‑based U.S. government contracts, and restrict the use and dissemination of classified information and the exportation of certain products and technical data. These requirements, although customary in U.S. government contracts, increase our performance and compliance costs. These costs might increase in the future, reducing our margins, which could have a negative effect on our financial condition. Although we believe we have procedures in place to comply with these regulations and requirements, the regulations and requirements are complex and change frequently. Failure to comply with these regulations and requirements under certain circumstances could lead to suspension or debarment from U.S. government contracting or subcontracting for a period of time and could have a negative effect on our reputation and ability to receive other U.S. government contract awards in the future.
 
Risks Related to Our Intellectual Property
 
If we fail to protect, or incur significant costs in defending or enforcing our intellectual property and other proprietary rights, our business, financial condition and results of operations could be materially harmed.
 
Our success depends, in large part, on our ability to protect our intellectual property and other proprietary rights. We rely primarily on patents, trademarks, copyrights, trade secrets and unfair competition laws, as well as license agreements and other contractual provisions, to protect our intellectual property and other proprietary rights. However, a significant portion of our technology is not patented, and we may be unable or may not seek to obtain patent protection for this technology. In addition, the U.S. government has licenses under certain of our patents and certain other intellectual property that are developed or used in performance of government contracts, and it may use or authorize others to use such patents and intellectual property for government and other purposes. Moreover, existing U.S. legal standards relating to the validity, enforceability and scope of protection of intellectual property rights offer only limited protection, may not provide us with any competitive advantages, and our rights may be challenged by third parties. The laws of countries other than the United States may be even less protective of our intellectual property rights. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon or misappropriating our intellectual property or otherwise gaining access to our technology. Unauthorized third parties may try to copy or reverse engineer our products or portions of our products or otherwise obtain and use our intellectual property. Moreover, many of our employees have access to our trade secrets and other intellectual property. If one or more of these employees leave our employment to work for one of our competitors, then they may disseminate this proprietary information, which may as a result damage our competitive position. If we fail to protect our intellectual property and other proprietary rights, then our business, results of operations or financial condition could be materially harmed. From time to time, we have initiated lawsuits to protect our intellectual property and other proprietary rights. Pursuing these claims is time consuming and expensive and could adversely impact our results of operations.
 
In addition, affirmatively defending our intellectual property rights and investigating whether any of our products or services violate the rights of others may entail significant expense. Our intellectual property rights may be challenged by others or invalidated through administrative processes or litigation. If we resort to legal proceedings to enforce our intellectual property rights or to determine the validity and scope of the intellectual property or other
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proprietary rights of others, then the proceedings could result in significant expense to us and divert the attention and efforts of our management and technical employees, even if we prevail.
 
We may be sued by third parties for alleged infringement of their proprietary rights, which could be costly, time‑consuming and limit our ability to use certain technologies in the future.
 
We may become subject to claims that our technologies infringe upon the intellectual property or other proprietary rights of third parties. Defending against, or otherwise addressing, any such claims, whether they are with or without merit, could be time‑consuming and expensive, and could divert our management’s attention away from the execution of our business plan. Moreover, any settlement or adverse judgment resulting from these claims could require us to pay substantial amounts or obtain a license to continue to use the disputed technology, or otherwise restrict or prohibit our use of the technology. We cannot assure you that we would be able to: obtain from the third party asserting the claim a license on commercially reasonable terms, if at all; develop alternative technology on a timely basis, if at all; or obtain a license to use a suitable alternative technology to permit us to continue offering, and our customers to continue using, our affected product. An adverse determination also could prevent us from offering our products to others. Infringement claims asserted against us may have a material adverse effect on our business, results of operations or financial condition.
 
Risks Relating to Securities Markets and Investment in Our Stock
 
The price of our common stock may fluctuate significantly.
 
The market prices for securities of emerging technology companies have historically been highly volatile, and the market has from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. The market price of our common stock may fluctuate significantly in response to a number of factors, most of which we cannot control, including the following:
 
 	·	 	U.S. government spending levels, both generally and by our particular customers;	
 
 	·	 	the volume of operational activity by the U.S. military;	
 
 	·	 	delays in the payment of our invoices by government payment offices, resulting in potentially reduced earnings during a particular fiscal quarter;	
 
 	·	 	announcements of new products or technologies, commercial relationships or other events relating to us or our industry or our competitors;	
 
 	·	 	failure of any of our key products to gain market acceptance;	
 
 	·	 	variations in our quarterly operating results;	
 
 	·	 	perceptions of the prospects for the markets in which we compete;	
 
 	·	 	changes in general economic conditions;	
 
 	·	 	changes in securities analysts’ estimates of our financial performance;	
 
 	·	 	regulatory developments in the United States and foreign countries;	
 
 	·	 	fluctuations in stock market prices and trading volumes of similar companies;	
 
 	·	 	news about the markets in which we compete or regarding our competitors;	
 
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 	·	 	terrorist acts or military action related to international conflicts, wars or otherwise;	
 
 	·	 	sales of large blocks of our common stock, including sales by our executive officers, directors and significant stockholders; and	
 
 	·	 	additions or departures of key personnel.	
 
In addition, the equity markets in general, and NASDAQ in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies. Further, the market prices of securities of emerging technology companies have been particularly volatile. These broad market and industry factors may affect the market price of our common stock adversely, regardless of our operating performance. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation often has been instituted against that company. This type of litigation, if instituted against us, could result in substantial costs and a diversion of management’s attention and resources.
 
Our management, whose interests may not be aligned with yours, is able to exert significant influence over all matters requiring stockholder approval.
 
As of June 17, 2016, our directors, executive officers and their affiliates collectively beneficially owned 3,009,991 shares, or approximately 13%, of our total outstanding shares of common stock. Accordingly, our directors and executive officers as a group may be able to exert significant influence over matters requiring stockholder approval, including the election of directors. The interests of our directors and executive officers may not be fully aligned with yours. Although there is no agreement among our directors and executive officers with respect to the voting of their shares, this concentration of ownership may delay, defer or even prevent a change in control of our company, and make transactions more difficult or impossible without the support of all or some of our directors and executive officers. These transactions might include proxy contests, tender offers, mergers or other purchases of common stock that could give you the opportunity to realize a premium over the then‑prevailing market price for shares of our common stock.
 
Delaware law and anti‑takeover provisions in our organizational documents may discourage our acquisition by a third party, which could make it more difficult to acquire us and limit your ability to sell your shares at a premium .
 
Our certificate of incorporation and bylaws contain certain provisions that reduce the probability of a change of control or acquisition of our company, even if such a transaction would be beneficial to our stockholders. These provisions include, but are not limited to:
 
 	·	 	The ability of our board of directors to issue preferred stock in one or more series of with such rights, obligations and preferences as the board may determine, without further vote or action by our stockholders;	
 
 	·	 	Advanced notice procedures for stockholders to nominate candidates for election to the board of directors and for stockholders to submit proposals for consideration at a meeting of stockholders;	
 
 	·	 	The absence of cumulative voting rights for our stockholders;	
 
 	·	 	The classification of our board of directors, which effectively prevents stockholders from electing a majority of the directors at any one annual meeting of stockholders;	
 
 	·	 	The limitation that directors may be removed only for cause by the affirmative vote of the holders of 66 2 / 3 % of the total voting power of all of our outstanding securities entitled to vote in the election of directors, voting together as a single class; and	
 
 	·	 	Restrictions on the ability of our stockholders to call a special meeting of stockholders.	
 
We are also subject to Section 203 of the Delaware General Corporation Law which, subject to certain exceptions, prohibits “business combinations” between a publicly‑held Delaware corporation and an “interested stockholder,” which
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is generally defined as a stockholder who becomes a beneficial owner of 15% or more of a Delaware corporation’s voting stock for a three‑year period following the date that such stockholder became an interested stockholder. This statute, as well as the provisions in our organizational documents, could have the effect of delaying, deterring or preventing certain potential acquisitions or a change in control of us.
 
Item 1B.  Unresolved Staff Comments.
 
None.
 
Item 2.   Properties.
 
All of our facilities are leased. Our corporate headquarters are located in Monrovia, California where we lease approximately 36,000 square feet under an agreement expiring in June 2024. We have several other leased facilities in California, Alabama and Virginia that are used for administration, research and development, logistics and manufacturing and have a total of approximately 375,000 square feet. Such leases expire between the end of 2016 and 2021. We believe that our facilities are adequate to meet our needs for the foreseeable future.
 
Item 3.  Legal Proceedings.
 
We are not currently a party to any material legal proceedings. We are, however, subject to lawsuits, government investigations, audits and other legal proceedings from time to time in the ordinary course of our business. It is not possible to predict the outcome of any legal proceeding with any certainty. The outcome or costs we incur in connection with a legal proceeding could adversely impact our operating results and financial position.
 
Item 4.  Mine Safety Disclosure.
 
Not applicable.
 
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PART II
 
Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
 
Common Stock
 
The following table sets forth, for the periods indicated, the high and low sales prices for our common stock from May 1, 2014 through April 30, 2016. The following quotations reflect inter‑dealer prices, without retail mark‑up, mark‑down or commission, and may not represent actual transactions.

 	 	Fiscal Year Ended April 30,	 	
 	 	2016	 	2015	 	
 	    	High	    	Low	    	High	    	Low	 	
First Quarter	 	$	29.22	 	$	25.01	 	$	36.50	 	$	30.20	 	
Second Quarter	 	$	27.00	 	$	19.10	 	$	33.85	 	$	27.20	 	
Third Quarter	 	$	30.65	 	$	21.86	 	$	30.87	 	$	24.73	 	
Fourth Quarter	 	$	29.94	 	$	23.13	 	$	28.92	 	$	25.00	 	
 
On June 17, 2016, the closing sales price of our common stock as reported on the NASDAQ Global Select Market was $30.50 per share. As of June 17, 2016, there were 68 holders of record of our common stock.
 
Dividends
 
To date we have retained all earnings for use in the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. Any future determination related to dividend policy will be made at the discretion of our board of directors and will depend upon, among other factors, our results of operations, financial condition, capital requirements, capital allocation policy, expected return on invested capital, contractual restrictions and such other factors as our board of directors deems relevant.
 
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Stock Price Performance Graph
 
The following graph shows a comparison of cumulative returns on our common stock, based on the market price of the common stock, with the cumulative total returns of companies in the Russell 2000 Index and the SPADE Defense Index.

 
 
The following table shows the value of $100 invested on April 30, 2011 in AeroVironment, Inc., the Russell 2000 Index and the SPADE Defense Index.

 	 	Performance Graph Table ($)	 	
 	    	April 30,	    	April 30	    	April 30,	    	April 30,	    	April 30	    	April 30,	 	
 	 	2011	 	2012	 	2013	 	2014	 	2015	 	2016	 	
AeroVironment Stock	 	100	 	85	 	68	 	118	 	89	 	101	 	
Russell 2000 Index	 	100	 	94	 	109	 	130	 	141	 	131	 	
SPADE Defense Index	 	100	 	97	 	114	 	158	 	176	 	180	 	
 
The stock price performance shown on the graph above is not necessarily indicative of future price performance. Factual material was obtained from sources believed to be reliable, but we are not responsible for any errors or omissions contained therein. No portions of this graph shall be deemed incorporated by reference into any filing under the Securities Act, or the Exchange Act through any general statement incorporating by reference in its entirety the report in which this graph appears, except to the extent that we specifically incorporate this graph or a portion of it by reference. In addition, this graph shall not be deemed filed under either the Securities Act or the Exchange Act.
 
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Issuer Purchases of Equity Securities
On September 24, 2015, we announced that on September 23, 2015 our Board of Directors authorized a share repurchase program (the “Share Repurchase Program”), pursuant to which we may repurchase up to $25 million of our common stock from time to time, in amounts and at prices we deem 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 us to acquire any particular amount of common stock and may be suspended at any time by our Board of Directors.  We did not repurchase any shares during the fiscal quarter ended April 30, 2016. As of April 30, 2016, approximately $21.2 million remained authorized for future repurchases under this program.
 
Item 6.  Selected Consolidated Financial Data.
 
The following selected financial data should be read in conjunction with our consolidated financial statements. The information set forth below is not necessarily indicative of results of future operations, and should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and notes thereto included in Item 8, “Financial Statements and Supplementary Data” of this Annual Report in order to understand fully factors that may affect the comparability of the financial data presented below.

 	 	Year Ended April 30,	 	
 	    	2016	    	2015	    	2014	    	2013	    	2012	 	
 	 	(In thousands, except per share data)	 	
Consolidated Income Statement Data:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Revenue	 	$	264,098	 	$	259,398	 	$	251,703	 	$	240,152	 	$	325,008	 	
Net income	 	$	8,966	 	$	2,895	 	$	13,718	 	$	10,426	 	$	30,451	 	
Earnings per common share:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic	 	$	0.39	 	$	0.13	 	$	0.61	 	$	0.47	 	$	1.40	 	
Diluted	 	$	0.39	 	$	0.13	 	$	0.60	 	$	0.47	 	$	1.36	 	
Weighted average common shares outstanding (basic):	 	 	22,936	 	 	22,869	 	 	22,354	 	 	22,070	 	 	21,783	 	
Weighted average common shares outstanding (diluted):	 	 	23,153	 	 	23,146	 	 	22,719	 	 	22,390	 	 	22,315	 	
Balance Sheet Data	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total assets	 	$	410,393	 	$	397,467	 	$	384,954	 	$	361,604	 	$	369,151	 	
Capital lease obligations, current portion	 	$	390	 	$	 —	 	$	 —	 	$	 —	 	$	 —	 	
Capital lease obligations, net of current portion	 	$	449	 	$	 —	 	$	 —	 	$	 —	 	$	 —	 	
Long-term obligations	 	$	2,339	 	$	1,820	 	$	4,752	 	$	4,231	 	$	6,854	 	

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
Introduction
 
The following discussion of our financial condition and results of operations should be read in conjunction with our “Selected Consolidated Financial Data” and our consolidated financial statements and notes thereto included herein as Item 8. This discussion contains forward‑looking statements. Refer to “Forward‑Looking Statements” on page 2 and “Risk Factors” beginning on page 22, for a discussion of the uncertainties, risks and assumptions associated with these statements.
 
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Overview
 
We design, develop, produce, support and operate a technologically‑advanced portfolio of products. We supply unmanned aircraft systems (“UAS”), tactical missile systems and services primarily to organizations within the U.S. Department of Defense (“DoD”). We also supply charging systems and services for electric vehicles and power cycling and test systems to commercial, consumer and government customers. We derive the majority of our revenue from these business areas and we believe that the markets for these solutions have significant growth potential. Additionally, we believe that some of the innovative potential products in our research and development pipeline will emerge as new growth platforms in the future, creating additional market opportunities.
 
The success we have achieved with our current products and services stems from our investment in research and development and our ability to invent and deliver advanced solutions, utilizing our proprietary technologies, to help our government, commercial and consumer customers operate more effectively and efficiently. We develop these highly innovative solutions by working very closely with our key customers in each segment of our business and solving their most important challenges related to our areas of expertise. Our core technological capabilities, developed through more than 40 years of innovation, include lightweight aerostructures, power electronics, electric propulsion systems, efficient electric power generation, conversion, and storage systems, high‑density energy packaging, miniaturization, DDL, aircraft payloads, controls integration, systems integration and engineering optimization coupled with professional field service capabilities.
 
Our UAS business segment focuses primarily on the design, development, production, support and operation of innovative UAS and tactical missile systems that provide situational awareness, multi‑band communications, force protection and other mission effects to increase the security and effectiveness of our customers’ operations. Our Efficient Energy Systems, or EES, business segment focuses primarily on the design, development, production, marketing, support and operation of innovative efficient electric energy systems that address the growing demand for electric transportation solutions.
 
Revenue
 
We generate our revenue primarily from the sale, support and operation of our small UAS, tactical missile systems, electric vehicle charging systems and power cycling and test systems solutions. Support for our small UAS customers includes training, spare parts, product repair, product replacement, and the customer‑contracted operation of our small UAS by our personnel. We refer to these support activities, in conjunction with customer‑funded R&D, as our services operation. We derive most of our small UAS revenue from fixed‑price and cost‑plus‑fee contracts with the U.S. government, and most of our electric vehicle charging systems and power cycling and test systems revenue from sales and service to commercial customers.
 
Cost of Sales
 
Cost of sales consists of direct costs and allocated indirect costs. Direct costs include labor, materials, travel, subcontracts and other costs directly related to the execution of a specific contract. Indirect costs include overhead expenses, fringe benefits and other costs that are not directly charged to a specific contract.
 
Gross Margin
 
Gross margin is equal to revenue minus cost of sales. We use gross margin as a financial metric to help us understand trends in our direct costs and allocated indirect costs when compared to the revenue we generate.
 
Research and Development Expense
 
Research and development, or R&D, is an integral part of our business model. We normally conduct significant internally funded R&D. Our R&D activities focus specifically on creating capabilities that support our existing product portfolio as well as new solutions.
 
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Selling, General and Administrative
 
Our selling, general and administrative expenses, or SG&A, include salaries and other expenses related to selling, marketing and proposal activities, and other administrative costs. Some SG&A expenses relate to market and business development activities that support both ongoing business areas as well as new and emerging market areas. These activities can be directly associated with developing requirements for and applications of capabilities created in our R&D activities. SG&A is an important financial metric that we analyze to help us evaluate the contribution of our selling, marketing and proposal activities to revenue generation.
 
Other Income and Expenses
 
Other income and expenses includes interest income, interest expense, amortization of capital lease payments, changes in fair value of certain financial investments, gains/losses on sale of available‑for‑sale equity securities and losses from equity method investments.
 
Income Tax Expense
 
Our effective tax rates are substantially lower than the statutory rates primarily due to research and development tax credits.
 
Critical Accounting Policies and Estimates
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. When we prepare these consolidated financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Some of our accounting policies require that we make subjective judgments, including estimates that involve matters that are inherently uncertain. Our most critical estimates include those related to revenue recognition, inventories and reserves for excess and obsolescence, self‑insured liabilities, accounting for stock‑based awards, and income taxes. We base our estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for our judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Our actual results may differ from these estimates under different assumptions or conditions.
 
We believe the following critical accounting estimates affect our more significant judgments and estimates used in preparing our consolidated financial statements. See Note 1 of the Notes to Consolidated Financial Statements for our Organization and Significant Accounting Policies. There have been no material changes made to the critical accounting estimates during the periods presented in the consolidated financial statements.
 
Revenue Recognition
 
Significant management judgments and estimates must be made and used in connection with the recognition of revenue in any accounting period. Material differences in the amount of revenue in any given period may result if these judgments or estimates prove to be incorrect or if management’s estimates change on the basis of development of the business or market conditions. Management judgments and estimates have been applied consistently and have been reliable historically. We believe that there are two key factors which impact the reliability of management’s estimates. The first of those key factors is that the terms of our contracts are typically less than six months. The short‑term nature of such contracts reduces the risk that material changes in accounting estimates will occur on the basis of market conditions or other factors. The second key factor is that we have hundreds of contracts in any given accounting period, which reduces the risk that any one change in an accounting estimate on one or several contracts would have a material impact on our consolidated financial statements or our two reporting segments’ measures of profit.
 
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The substantial majority of our revenue is generated pursuant to written contractual arrangements to design, develop, manufacture and/or modify complex products, and to provide related engineering, technical and other services according to customer specifications. These contracts may be fixed price or cost‑reimbursable. We consider all contracts for treatment in accordance with authoritative guidance for contracts with multiple deliverables.
 
Revenue from product sales not under contractual arrangement is recognized at the time title and the risk and rewards of ownership pass, which typically occurs when the products are shipped and collection is reasonably assured.
 
Revenue and profits on fixed‑price contracts are recognized using percentage‑of‑completion methods of accounting. Revenue and profits on fixed‑price production contracts, whose units are produced and delivered in a continuous or sequential process, are recorded as units are delivered based on their selling prices, or the units‑of‑delivery method. Revenue and profits on other fixed‑price contracts with significant engineering as well as production requirements are recorded based on the ratio of total actual incurred costs to date to the total estimated costs for each contract, or the cost‑to‑cost method. Under percentage‑of‑completion methods of accounting, a single estimated total profit margin is used to recognize profit for each contract over its entire period of performance, which can exceed one year. Accounting for revenue and profits on a fixed‑price contract requires the preparation of estimates of (1) the total contract revenue, (2) the total costs at completion, which is equal to the sum of the actual incurred costs to date on the contract and the estimated costs to complete the contract’s statement of work and (3) the measurement of progress towards completion. The estimated profit or loss at completion on a contract is equal to the difference between the total estimated contract revenue and the total estimated cost at completion. Under the units‑of‑delivery method, sales on a fixed‑price type contract are recorded as the units are delivered during the period based on their contractual selling prices. Under the cost‑to‑cost method, sales on a fixed‑price type contract are recorded at amounts equal to the ratio of actual cumulative costs incurred divided by total estimated costs at completion, multiplied by (A) the total estimated contract revenue, less (B) the cumulative sales recognized in prior periods. The profit recorded on a contract in any period using either the units‑of‑delivery method or cost‑to‑cost method is equal to (X) the current estimated total profit margin multiplied by the cumulative sales recognized, less (Y) the amount of cumulative profit previously recorded for the contract. In the case of a contract for which the total estimated costs exceed the total estimated revenue, a loss arises, and a provision for the entire loss is recorded in the period that it becomes evident. The unrecoverable costs on a loss contract that are expected to be incurred in future periods are recorded in the program cost.
 
Revenue and profits on cost‑reimbursable type contracts are recognized as costs are incurred on the contract, at an amount equal to the costs plus the estimated profit on those costs. The estimated profit on a cost‑reimbursable contract is generally fixed or variable based on the contractual fee arrangement.
 
We review cost performance and estimates to complete at least quarterly and in many cases more frequently. Adjustments to original estimates for a contract’s revenue, estimated costs at completion and estimated profit or loss are often required as work progresses under a contract, as experience is gained and as more information is obtained, even though the scope of work required under the contract may not change, or if contract modifications occur. The impact of revisions in profit estimates for all types of contracts are recognized on a cumulative catch‑up basis in the period in which the revisions are made. During the fiscal years ended April 30, 2016, 2015 and 2014, changes in accounting estimates on fixed‑price contracts recognized using the percentage of completion method of accounting are presented below. Amounts representing contract change orders or claims are included in revenue only when they can be reliably estimated and their realization is probable. Incentives or penalties and awards applicable to performance on contracts are considered in estimating revenue and profit rates, and are recorded when there is sufficient information to assess anticipated contract performance.
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For the years ended April 30, 2016, 2015 and 2014, favorable and unfavorable cumulative catch‑up adjustments included in cost of sales were as follows (in thousands):

 	 	Year Ended April 30,	 	
 	 	2016	    	2015	    	2014	 	
Gross favorable adjustments	 	$	479	 	$	885	 	$	699	 	
Gross unfavorable adjustments	 	 	(210)	 	 	(1,017)	 	 	(337)	 	
Net adjustments	 	$	269	 	$	(132)	 	$	362	 	
 
For the year ended April 30, 2016, favorable cumulative catch‑up adjustments of $0.5 million were primarily due to final cost adjustments on 19 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 15 contracts, which individually were not material.
 
For the year ended April 30, 2015, favorable cumulative catch‑up adjustments of $0.9 million were primarily due to final cost adjustments on 28 contracts, which individually were not material. For the same period, unfavorable cumulative catch‑up adjustments of $1.0 million were primarily related to higher than expected costs on 170 contracts, which individually were not material.
 
For the year ended April 30, 2014, favorable cumulative catch‑up adjustments of $0.7 million were primarily due to final cost adjustments on 274 contracts, which individually were not material. For the same period, unfavorable cumulative catch‑up adjustments of $0.3 million were primarily related to higher than expected costs on eight contracts, which individually were not material.
 
Inventories and Reserve for Excess and Obsolescence
 
Our policy for valuation of inventory, including the determination of obsolete or excess inventory, requires us to perform a detailed assessment of inventory at each balance sheet date, which includes a review of, among other factors, an estimate of future demand for products within specific time horizons, valuation of existing inventory, as well as product lifecycle and product development plans. Inventory reserves are also provided to cover risks arising from slow‑moving items. We write down our inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based on assumptions about future demand and market conditions. We may be required to record additional inventory write‑downs if actual market conditions are less favorable than those projected by our management.
 
Self‑Insured Liability
 
We are self‑insured for employee medical claims, subject to individual and aggregate stop‑loss policies. We estimate a liability for claims filed and incurred but not reported based upon recent claims experience and an analysis of the average period of time between the occurrence of a claim and the time it is reported to and paid by us. We perform an annual evaluation of this policy and have determined that for all prior years during which this policy has been in effect there have been cost advantages to this policy, as compared to obtaining commercially available employee medical insurance. However, actual results may differ materially from those estimated and could have a material impact on our consolidated financial statements.
 
Impairment of Long‑Lived Assets
 
We review the recoverability of long‑lived assets whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The estimated future cash flows are based upon, among other things, assumptions about expected future operating performance, and may differ from actual cash flows. If the sum of the projected undiscounted cash flows (excluding interest) is less than the carrying value of the assets, the assets will be written down to the estimated fair value in the period in which the determination is made.
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Long‑Term Incentive Awards
 
We grant long‑term incentive awards and we establish a target payout at the beginning of each performance period. The actual payout at the end of the performance period is calculated based upon our achievement of such targets. Payouts are made in cash and restricted stock units. Upon vesting of the restricted stock units, we have the discretion to settle the restricted stock units in cash or stock.
 
The cash component of the award is accounted for as a liability. The equity component is accounted for as a stock‑based liability as the restricted stock units may be settled in cash or stock. At each reporting period, we reassess the probability of achieving the performance targets. The estimation of whether the performance targets will be achieved requires judgment, and to the extent actual results or updated estimates differ from our current estimates, the cumulative effect on current and prior periods of those changes will be recorded in the period estimates are revised.
 
Income Taxes
 
We are required to estimate our income taxes, which includes estimating our current income taxes as well as measuring the temporary differences resulting from different treatment of items for tax and accounting purposes. We currently have significant deferred assets, which are subject to periodic recoverability assessments. Realizing our deferred tax assets principally depends on our achieving projected future taxable income. We may change our judgments regarding future profitability due to future market conditions and other factors, which may result in recording a valuation allowance against those deferred tax assets.
 
We have various foreign subsidiaries to conduct or support our business outside the United States. We do not provide for U.S. income taxes on undistributed earnings for our foreign subsidiaries as management expects the foreign earnings will be indefinitely reinvested in such foreign jurisdictions.
 
Fiscal Periods
 
Our fiscal year ends on April 30. Due to our fixed year end date of April 30, our first and fourth quarters each consist of approximately 13 weeks. The second and third quarters each consist of exactly 13 weeks. Our first three quarters end on a Saturday.
 
Results of Operations
 
The following table sets forth certain historical consolidated income statement data expressed in dollars (in thousands) and as a percentage of revenue for the periods indicated. Certain amounts may not sum due to rounding.

 	 	Fiscal Year Ended April 30,	 	 	
 	 	2016	 	 	2015	 	 	2014	 	 	
Revenue	    	$	264,098	    	100	%	 	$	259,398	    	100	%	 	$	251,703	    	100	%	 	
Cost of sales	 	 	151,995	 	58	%	 	 	155,130	 	60	%	 	 	158,090	 	63	%	 	
Gross margin	 	 	112,103	 	42	%	 	 	104,268	 	40	%	 	 	93,613	 	37	%	 	
Selling, general and administrative	 	 	60,077	 	23	%	 	 	55,763	 	21	%	 	 	55,679	 	22	%	 	
Research and development	 	 	42,291	 	16	%	 	 	46,491	 	18	%	 	 	25,515	 	10	%	 	
Income from operations	 	 	9,735	 	4	%	 	 	2,014	 	1	%	 	 	12,419	 	5	%	 	
Interest income, net	 	 	1,032	 	 —	%	 	 	882	 	 —	%	 	 	855	 	 —	%	 	
Other (expense) income, net	 	 	(2,699)	 	(1)	%	 	 	(1,003)	 	 —	%	 	 	1,622	 	1	%	 	
Income before income taxes	 	 	8,068	 	3	%	 	 	1,893	 	1	%	 	 	14,896	 	6	%	 	
Income tax (benefit) expense	 	 	(898)	 	 —	%	 	 	(1,002)	 	 —	%	 	 	1,178	 	 —	%	 	
Net income	 	$	8,966	 	3	%	 	$	2,895	 	1	%	 	$	13,718	 	5	%	 	
 
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The following table sets forth our revenue, costs of sales and gross margin generated by each operating segment for the periods indicated:

 	 	Fiscal Year Ended April 30,	 	
 	    	2016	    	2015	    	2014	 	
 	 	(In thousands)	 	
Revenue:	 	 	 	 	 	 	 	 	 	 	
UAS	 	$	233,738	 	$	220,950	 	$	208,810	 	
EES	 	 	30,360	 	 	38,448	 	 	42,893	 	
Total	 	$	264,098	 	$	259,398	 	$	251,703	 	
Cost of sales:	 	 	 	 	 	 	 	 	 	 	
UAS	 	$	132,209	 	$	128,233	 	$	127,992	 	
EES	 	 	19,786	 	 	26,897	 	 	30,098	 	
Total	 	$	151,995	 	$	155,130	 	$	158,090	 	
Gross margin:	 	 	 	 	 	 	 	 	 	 	
UAS	 	$	101,529	 	$	92,717	 	$	80,818	 	
EES	 	 	10,574	 	 	11,551	 	 	12,795	 	
Total	 	$	112,103	 	$	104,268	 	$	93,613	 	
 
Fiscal Year Ended April 30, 2016 Compared to Fiscal Year Ended April 30, 2015
 
Revenue.  Revenue for the fiscal year ended April 30, 2016 was $264.1 million, as compared to $259.4 million for the fiscal year ended April 30, 2015, representing an increase of $4.7 million, or 2%. The increase in revenue was due to an increase in service revenue of $20.3 million, partially offset by a decrease in product deliveries of $15.6 million. UAS revenue increased $12.8 million, or 6%, to $233.7 million for the fiscal year ended April 30, 2016, primarily due to an increase in customer‑funded R&D of $16.6 million and an increase in service revenue of $4.5 million, partially offset by a decrease in product deliveries of $8.3 million. The increase in customer‑funded R&D was primarily due to tactical missile system variant programs. The increase in service revenue was primarily due to an increase in sustainment activities in small UAS. The decrease in product deliveries was primarily due to a decrease in product deliveries of Wasp and Switchblade systems, partially offset by an increase in deliveries of Puma and Raven systems. EES revenue decreased $8.1 million, or 21%, to $30.4 million for the fiscal year ended April 30, 2016, primarily due to a decrease in product deliveries of our industrial fast charge systems and passenger electric vehicle charging systems as well as a decrease in service revenue.
 
Cost of Sales.  Cost of sales for the fiscal year ended April 30, 2016 was $152.0 million, as compared to $155.1 million for the fiscal year ended April 30, 2015, representing a decrease of $3.1 million, or 2%. Cost of sales was impacted by a government contract accounting reserve reduction of $3.6 million recorded during the year ended April 30, 2016 for the settlement and resolution of prior year incurred cost audits. As a percentage of revenue, cost of sales decreased from 60% to 58%. The decrease in cost of sales was a result of a decrease in product cost of sales of $12.8 million, partially offset by an increase in service costs of sales of $9.7 million. UAS cost of sales increased $4.0 million to $132.2 million for the fiscal year ended April 30, 2016. As a percentage of revenue, cost of sales for UAS decreased from 58% to 57%, primarily due to a favorable product mix and the government contract reserve reduction. EES cost of sales decreased $7.1 million, or 26%, to $19.8 million for the fiscal year ended April 30, 2016 primarily due to a decrease in sales volume and, to a lesser extent, the government contract reserve reduction. As a percentage of revenue, cost of sales for EES decreased from 70% to 65%, primarily due to a favorable product mix and the government contract reserve reduction.
 
Gross Margin.  Gross margin for the fiscal year ended April 30, 2016 was $112.1 million, as compared to $104.3 million for the fiscal year ended April 30, 2015, representing an increase of $7.8 million, or 8%. The increase in gross margin was due to an increase in service margin of $10.5 million, partially offset by a decrease in product margin of $2.7 million, both of which were impacted by the government contract reserve reduction. The increase in service
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margin was primarily due to the increase in service revenue. The decrease in product margin was primarily due to the decrease in product deliveries, partially offset by a favorable product mix and the government contract reserve reduction. As a percentage of revenue, gross margin increased from 40% to 42%. UAS gross margin increased $8.8 million, or 10%, to $101.5 million for the fiscal year ended April 30, 2016, primarily due to the increase in services revenue as well as a favorable product mix and the government contract reserve reduction. As a percentage of revenue, gross margin for UAS increased from 42% to 43%. EES gross margin decreased $1.0 million, or 8%, to $10.6 million for the fiscal year ended April 30, 2016, primarily due to a decrease in sales volume, partially offset by the government contract reserve reduction. As a percentage of revenue, EES gross margin increased from 30% to 35%, primarily due to a favorable product mix and the government contract reserve reduction.
 
Selling, General and Administrative.  SG&A expense for the fiscal year ended April 30, 2016 was $60.1 million, or 23% of revenue, compared to SG&A expense of $55.8 million, or 21% of revenue, for the fiscal year ended April 30, 2015.  The increase in SG&A expense was primarily due to higher bid and proposal costs, an increase in sales commission expense as a result of our increased international revenues, and an increase in severance related charges as well as other increases which were not individually significant.
 
Research and Development.  R&D expense for the fiscal year ended April 30, 2016 was $42.3 million, or 16% of revenue, compared to R&D expense of $46.5 million, or 18% of revenue, for the fiscal year ended April 30, 2015. R&D expense decreased primarily due to decreased development activities for certain strategic initiatives.
 
Interest Income, net.  Interest income, net for the fiscal year ended April 30, 2016 was $1.0 million, compared to $0.9 million for the fiscal year ended April 30, 2015.
 
Other Expense, net.  Other expense, net for the fiscal year ended April 30, 2016 was $2.7 million, as compared to other expense, net of $1.0 million for the fiscal year ended April 30, 2015. The increase is primarily due to the recording of an other-than-temporary impairment loss on our CybAero equity securities during the first quarter of fiscal 2016.
 
Income Taxes.  Our effective income tax benefit rate was (11.1)% for the fiscal year ended April 30, 2016, as compared to an effective income tax benefit rate of (52.9)% for the fiscal year ended April 30, 2015. The variance in the effective income tax rates was primarily due to higher pre‑tax income and an increase in federal R&D tax credits primarily as a result of federal legislation reinstating the federal research and development tax credit.

Fiscal Year Ended April 30, 2015 Compared to Fiscal Year Ended April 30, 2014
 
Revenue.  Revenue for the fiscal year ended April 30, 2015 was $259.4 million, as compared to $251.7 million for the fiscal year ended April 30, 2014, representing an increase of $7.7 million, or 3%. The increase in revenue was due to an increase in product deliveries of $10.0 million offset by a decrease in service revenue of $2.3 million. UAS revenue increased $12.1 million, or 6%, to $221.0 million for the fiscal year ended April 30, 2015, primarily due to increased product deliveries of $12.2 million and an increase in customer‑funded R&D of $8.6 million, offset by a decrease in service revenue of $8.6 million. The increase in product deliveries was primarily due to increased product deliveries of Wasp systems. The increase in customer‑funded R&D was primarily due to phase two of the Tern program and a Switchblade variant program. The decrease in service revenue was primarily due to decreased repair activities in small UAS and Switchblade services. EES revenue decreased $4.4 million, or 10%, to $38.4 million for the fiscal year ended April 30, 2015, primarily due to decreased product deliveries of our industrial fast charge systems and passenger electric vehicle charging systems.
 
Cost of Sales.  Cost of sales for the fiscal year ended April 30, 2015 was $155.1 million, as compared to $158.1 million for the fiscal year ended April 30, 2014, representing a decrease of $3.0 million, or 2%. As a percentage of revenue, cost of sales decreased from 63% to 60%. The decrease in cost of sales was a result of a decrease in product cost of sales of $0.3 million and service costs of sales of $2.7 million. UAS cost of sales increased $0.2 million to $128.2 million for the fiscal year ended April 30, 2015. As a percentage of revenue, cost of sales for UAS decreased from 61% to 58%, primarily due to a favorable product mix. EES cost of sales decreased $3.2 million, or 11%, to
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$26.9 million for the fiscal year ended April 30, 2015 due to a decrease in sales volume. As a percentage of revenue, cost of sales for EES remained at 70%.
 
Gross Margin.  Gross margin for the fiscal year ended April 30, 2015 was $104.3 million, as compared to $93.6 million for the fiscal year ended April 30, 2014, representing an increase of $10.7 million, or 11%. The increase in gross margin was due to an increase in product margin of $10.4 million and service margin of $0.3 million. The increase in product margin was primarily due to an increase in product deliveries. As a percentage of revenue, gross margin increased from 37% to 40%. UAS gross margin increased $11.9 million, or 15%, to $92.7 million for the fiscal year ended April 30, 2015, primarily due to a favorable product mix. As a percentage of revenue, gross margin for UAS increased from 39% to 42%. EES gross margin decreased $1.2 million, or 10%, to $11.6 million for the fiscal year ended April 30, 2015, primarily due to a decrease in sales volume. As a percentage of revenue, EES gross margin remained at 30%.
 
Selling, General and Administrative.  SG&A expense for the fiscal year ended April 30, 2015 was $55.8 million, or 21% of revenue, compared to SG&A expense of $55.7 million, or 22% of revenue, for the fiscal year ended April 30, 2014.
 
Research and Development.  R&D expense for the fiscal year ended April 30, 2015 was $46.5 million, or 18% of revenue, compared to R&D expense of $25.5 million, or 10% of revenue, for the fiscal year ended April 30, 2014. R&D expense increased primarily due to increased development activities for certain strategic initiatives.
 
Interest Income.  Interest income for the fiscal years ended April 30, 2015 and 2014 was $0.9 million.
 
Other Expense.  Other expense for the fiscal year ended April 30, 2015 was $1.0 million, as compared to other income of $1.6 million for the fiscal year ended April 30, 2014. The decrease is primarily due to a reduction in the fair value of the conversion feature of our investment in convertible bonds and related sales of equity securities.
 
Income Taxes.  Our effective income tax rate was (52.9)% for the fiscal year ended April 30, 2015, as compared to an effective income tax rate of 7.9% for the fiscal year ended April 30, 2014. The variance in the effective income tax rate was primarily due to lower pre‑tax income and federal R&D tax credits.

Liquidity and Capital Resources
 
We currently have no material cash commitments, except for normal recurring trade payables, accrued expenses and ongoing research and development costs, all of which we anticipate funding through our existing working capital and funds provided by operating activities. The majority of our purchase obligations are pursuant to funded contractual arrangements with our customers. We believe that our existing cash, cash equivalents, cash provided by operating activities and other financing sources will be sufficient to meet our anticipated working capital, capital expenditure and debt service requirements, if any, during the next twelve months. There can be no assurance, however, that our business will continue to generate cash flow at current levels. If we are unable to generate sufficient cash flow from operations, then we may be required to sell assets, reduce capital expenditures or obtain additional financing. We anticipate that existing sources of liquidity and cash flows from operations will be sufficient to satisfy our cash needs for the foreseeable future.
 
Our primary liquidity needs are for financing working capital, investing in capital expenditures, supporting product development efforts, introducing new products and enhancing existing products, and marketing acceptance and adoption of our products and services. Our future capital requirements, to a certain extent, are also subject to general conditions in or affecting the defense and electric vehicle industries and are subject to general economic, political, financial, competitive, legislative and regulatory factors that are beyond our control. Moreover, to the extent that existing cash, cash equivalents, cash from operations, and cash from short‑term borrowing are insufficient to fund our future activities, we may need to raise additional funds through public or private equity or debt financing. In addition, we may also need to seek additional equity funding or debt financing if we become a party to any agreement or letter of intent for potential investments in, or acquisitions of, businesses, services or technologies.
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Our working capital requirements vary by contract type. On cost‑plus‑fee programs, we typically bill our incurred costs and fees monthly as work progresses, and therefore working capital investment is minimal. On fixed‑price contracts, we typically are paid as we deliver products, and working capital is needed to fund labor and expenses incurred during the lead time from contract award until contract deliveries begin.
 
Cash Flows
 
The following table provides our cash flow data as of:

 	 	Fiscal Year Ended April 30,	 	
 	 	2016	    	2015	    	2014	 	
 	 	(In thousands)	 	
Net cash provided by operating activities	 	$	551	 	$	39,413	 	$	34,005	 	
Net cash (used in) provided by investing activities	 	$	(16,578)	 	$	(23,820)	 	$	10,438	 	
Net cash (used in) provided by financing activities	 	$	(3,096)	 	$	848	 	$	7,194	 	
 
Cash Provided by Operating Activities.  Net cash provided by operating activities for the fiscal year ended April 30, 2016 decreased by $38.8 million to $0.6 million, compared to net cash provided by operating activities of $39.4 million for the fiscal year ended April 30, 2015. This decrease in net cash provided by operating activities was primarily due to an increase in the use of cash as a result of changes in operating assets and liabilities of $40.9 million largely resulting from increases in accounts receivable due to the year over year timing of revenue, a decrease in the net loss on disposal of fixed assets of $3.7 million and a decrease in depreciation expense of $2.3 million, partially offset by an increase in net income of $6.1 million and a non-cash other than temporary impairment charge on the CybAero available-for-sale equity securities of $2.2 million.
 
Net cash provided by operating activities for the fiscal year ended April 30, 2015 increased by $5.4 million to $39.4 million, compared to net cash provided by operating activities of $34.0 million for the fiscal year ended April 30, 2014. This increase in net cash provided by operating activities was primarily due to an increase in cash provided as a result of changes in operating assets and liabilities of $16.1 million, a higher loss on disposal of fixed assets of $3.7 million and a change in fair value of the CybAero notes of $1.7 million, partially offset by lower net income of $10.8 million, lower impairment of long‑lived assets of $2.9 million, lower tax benefits of $2.3 million and lower depreciation expense of $0.8 million.
 
Cash (Used in) Provided by Investing Activities.  Net cash used in investing activities decreased by $7.2 million to $16.6 million for the fiscal year ended April 30, 2016, compared to net cash used in investing activities of $23.8 million for the fiscal year ended April 30, 2015. The decrease in net cash used in investing activities was primarily due to lower net purchases of held‑to‑maturity investments of $17.6 million, partially offset by a decrease in sales of available‑for‑sale investments of $9.1 million and an increase in capital expenditures of $1.6 million. During the fiscal years ended April 30, 2016, 2015 and 2014, we used cash to purchase property and equipment totaling $6.8 million, $5.3 million and $7.1 million, respectively.
 
Net cash used in investing activities increased by $34.3 million to $23.8 million for the fiscal year ended April 30, 2015, compared to net cash provided by investing activities of $10.4 million for the fiscal year ended April 30, 2014. The increase in net cash used in investing activities was primarily due to higher net purchases of held‑to‑maturity investments of $46.2 million, partially offset by higher sales of available‑for‑sale investments of $9.7 million and lower capital expenditures of $1.9 million. During the fiscal years ended April 30, 2015, 2014 and 2013, we used cash to purchase property and equipment totaling $5.3 million, $7.1 million and $11.8 million, respectively.
 
Cash (Used in) Provided by Financing Activities.  Net cash used in financing activities increased by $3.9 million to $3.1 million for the fiscal year ended April 30, 2016, compared to net cash provided by financing activities of $0.8 million for the fiscal year ended April 30, 2015. The increase was primarily due to the purchase and retirement of common stock of $3.8 million during the fiscal year ended April 30, 2016.
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Net cash provided by financing activities decreased by $6.3 million to $0.8 million for the fiscal year ended April 30, 2015, compared to net cash provided by financing activities of $7.2 million for the fiscal year ended April 30, 2014. The decrease was primarily due to lower exercises of stock options of $6.0 million.
 
Contractual Obligations
 
The following table describes our commitments to settle contractual obligations as of April 30, 2016:

 	 	Payments Due By Period	 	
 	    	 	 	    	Less Than	    	 	 	    	 	 	    	More Than	 	
 	 	Total	 	1 Year	 	1 to 3 Years	 	3 to 5 Years	 	5 Years	 	
 	 	(In thousands)	 	
Operating lease obligations	 	$	19,905	 	$	4,347	 	$	6,462	 	$	4,860	 	$	4,236	 	
Capital lease obligations	 	 	896	 	 	424	 	 	472	 	 	 —	 	 	 —	 	
Purchase obligations(1)	 	 	21,753	 	 	21,753	 	 	—	 	 	—	 	 	—	 	
Total	 	$	42,554	 	$	26,524	 	$	6,934	 	$	4,860	 	$	4,236	 	

 	(1)	 	Consists of all cancelable and non‑cancelable purchase orders as of April 30, 2016.	
 
Off‑Balance Sheet Arrangements
 
As of April 30, 2016, we had no off‑balance sheet arrangements as defined in Item 303(a)(4) of the SEC’s Regulation S‑K.
 
Inflation
 
Our operations have not been, and we do not expect them to be, materially affected by inflation. Historically, we have been successful in adjusting prices to our customers to reflect changes in our material and labor costs.
 
New Accounting Standards
 
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014‑09,  Revenue from Contracts with Customers (Topic 606) . The new revenue recognition standard provides a five‑step analysis of transactions to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU is effective for annual periods beginning after December 15, 2017 and shall be applied either retrospectively to each period presented or as a cumulative‑effect adjustment as of the date of adoption. We are evaluating the potential impact of this adoption on our consolidated financial statements.
 
In 2016, the FASB issued ASUs containing implementation guidance related to ASU 2014-09, including: ASU 2016-08,  Revenue from Contracts with Customers  (Topic 606):  Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which is intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations; ASU 2016-10,  Revenue from Contracts with Customers  (Topic 606):  Identifying Performance Obligations and Licensing , which is intended to clarify two aspects of Topic 606:  identifying performance obligations and the licensing implementation guidance ; and ASU 2016-12, Revenue from Contracts with Customers  (Topic 606):  Narrow-Scope Improvements and Practical Expedients , which contains certain provision and practical expedients in response to identified implementation issues.  We are evaluating the potential impact of this adoption on our consolidated financial statements.
 
In April 2015, the FASB issued ASU No. 2015‑05, Intangibles—Goodwill and Other—Internal‑Use Software (Subtopic 350‑40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement.  This ASU adds explicit
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guidance into U.S. GAAP regarding a customer’s accounting for fees paid in a cloud computing arrangement. The ASU provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. A reporting entity should apply the amendments either (1) prospectively to all arrangements entered into or materially modified after the effective date or (2) retrospectively. We are evaluating the potential impact of this adoption on our consolidated financial statements.
 
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.  We are evaluating the potential impact of this adoption on our consolidated financial statements.
 
In July 2015, the FASB issued 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. We are evaluating the potential impact of adoption on our consolidated financial statements.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This ASU requires the lessee to recognize the assets and liabilities for the rights and obligations created by leases with terms of 12 months or more. The guidance is effective for fiscal years beginning after December 15, 2018 and interim periods therein, with early adoption permitted. We are evaluating the potential impact of this adoption on our consolidated financial statements.
In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting , which simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, accounting for forfeitures, and classification on the statement of cash flows. ASU 2016-09 will be effective for interim and annual reporting periods beginning after December 15, 2016. Early application is permitted. We are evaluating the impact of this adoption on our consolidated financial statements.
 
Item 7A.  Quantitative and Qualitative Disclosures About Market Risk.
 
Interest Rate Risk
 
It is our policy not to enter into interest rate derivative financial instruments. We do not currently have any significant interest rate exposure.
 
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Foreign Currency Exchange Rate Risk
 
Since a significant part of our sales and expenses are denominated in U.S. dollars, we have not experienced significant foreign exchange gains or losses to date. We occasionally engage in forward contracts in foreign currencies to limit our exposure on non‑U.S. dollar transactions.
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Item 8.  Financial Statements and Supplementary Data.
 
AeroVironment, Inc.
Audited Consolidated Financial Statements
Index to Consolidated Financial Statements and Supplementary Data
 
 	    	Page	 	
Report of Independent Registered Public Accounting Firm 	 	62 	 	
Consolidated Balance Sheets at April 30, 2016 and 2015 	 	63 	 	
Consolidated Statements of Income for the Years Ended April 30, 2016, 2015 and 2014 	 	64 	 	
Consolidated Statements of Comprehensive Income for the Years Ended April 30, 2016, 2015 and 2014 	 	65 	 	
Consolidated Statements of Stockholders’ Equity for the Years Ended April 30, 2016, 2015 and 2014 	 	66 	 	
Consolidated Statements of Cash Flows for the Years Ended April 30, 2016, 2015 and 2014 	 	67 	 	
Notes to Consolidated Financial Statements 	 	69 	 	
Quarterly Results of Operations (Unaudited) 	 	94 	 	
Supplementary Data 	 	 	 	
Financial Statement Schedule: Schedule II—Valuation and Qualifying Accounts 	 	96 	 	
 
All other schedules are omitted because they are not applicable, not required or the information required is included in the Consolidated Financial Statements, including the notes thereto.
 
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
The Board of Directors and Stockholders of AeroVironment, Inc. and Subsidiaries
 
We have audited the accompanying consolidated balance sheets of AeroVironment, Inc. and subsidiaries as of April 30, 2016 and 2015, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended April 30, 2016. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These consolidated financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of AeroVironment, Inc. and subsidiaries at April 30, 2016 and 2015, and the consolidated results of their operations and their cash flows for each of the three years in the period ended April 30, 2016, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth herein.
 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), AeroVironment, Inc. and subsidiaries’ internal control over financial reporting as of April 30, 2016, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated June 28, 2016 expressed an unqualified opinion thereon.
 
 	 	/s/ Ernst & Young LLP	
 
Los Angeles, California
 
June 28, 2016
 
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AEROVIRONMENT, INC.
 
CONSOLIDATED BALANCE SHEETS
 
(In thousands except share data)

 	 	April 30,	 	
 	 	2016	 	2015	 	
Assets	 	 	 	 	 	 	 	
Current assets:	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	124,287	 	$	143,410	 	
Short-term investments	 	 	103,404	 	 	85,381	 	
Accounts receivable, net of allowance for doubtful accounts of $262 at April 30, 2016 and $606 at April 30, 2015	 	 	56,045	 	 	33,607	 	
Unbilled receivables and retentions	 	 	18,899	 	 	17,356	 	
Inventories, net	 	 	37,486	 	 	39,414	 	
Deferred income taxes	 	 	5,432	 	 	5,265	 	
Prepaid expenses and other current assets	 	 	4,150	 	 	4,599	 	
Total current assets	 	 	349,703	 	 	329,032	 	
Long-term investments	 	 	33,859	 	 	46,769	 	
Property and equipment, net	 	 	16,762	 	 	13,499	 	
Deferred income taxes	 	 	9,319	 	 	7,426	 	
Other assets	 	 	750	 	 	741	 	
Total assets	 	$	410,393	 	$	397,467	 	
Liabilities and stockholders’ equity	 	 	 	 	 	 	 	
Current liabilities:	 	 	 	 	 	 	 	
Accounts payable	 	$	17,712	 	$	19,243	 	
Wages and related accruals	 	 	13,973	 	 	13,395	 	
Income taxes payable	 	 	943	 	 	692	 	
Customer advances	 	 	2,544	 	 	4,235	 	
Other current liabilities	 	 	11,173	 	 	9,170	 	
Total current liabilities	 	 	46,345	 	 	46,735	 	
Deferred rent	 	 	1,714	 	 	1,381	 	
Capital lease obligations - net of current portion	 	 	449	 	 	 —	 	
Other non-current liabilities	 	 	184	 	 	 —	 	
Liability for uncertain tax positions	 	 	441	 	 	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—23,359,925 shares at April 30, 2016 and 23,314,640 at April 30, 2015	 	 	2	 	 	2	 	
Additional paid-in capital	 	 	154,274	 	 	148,293	 	
Accumulated other comprehensive loss	 	 	(201)	 	 	(1,358)	 	
Retained earnings	 	 	207,185	 	 	201,975	 	
Total stockholders’ equity	 	 	361,260	 	 	348,912	 	
Total liabilities and stockholders’ equity	 	$	410,393	 	$	397,467	 	
 
See accompanying notes to consolidated financial statements.
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AEROVIRONMENT, INC.
 
CONSOLIDATED STATEMENTS OF INCOME
 
(In thousands except share and per share data)

 	 	Year Ended April 30,	 	
 	 	2016	    	2015	    	2014	 	
 	 	 	 	 	 	 	 	 	 	 	
Revenue:	 	 	 	 	 	 	 	 	 	 	
Product sales	 	$	189,476	 	$	205,027	 	$	194,996	 	
Contract services	 	 	74,622	 	 	54,371	 	 	56,707	 	
 	 	 	264,098	 	 	259,398	 	 	251,703	 	
Cost of sales:	 	 	 	 	 	 	 	 	 	 	
Product sales	 	 	105,987	 	 	118,834	 	 	119,137	 	
Contract services	 	 	46,008	 	 	36,296	 	 	38,953	 	
 	 	 	151,995	 	 	155,130	 	 	158,090	 	
Gross margin:	 	 	 	 	 	 	 	 	 	 	
Product sales	 	 	83,489	 	 	86,193	 	 	75,859	 	
Contract services	 	 	28,614	 	 	18,075	 	 	17,754	 	
 	 	 	112,103	 	 	104,268	 	 	93,613	 	
Selling, general and administrative	 	 	60,077	 	 	55,763	 	 	55,679	 	
Research and development	 	 	42,291	 	 	46,491	 	 	25,515	 	
Income from operations	 	 	9,735	 	 	2,014	 	 	12,419	 	
Other income (expense):	 	 	 	 	 	 	 	 	 	 	
Interest income, net	 	 	1,032	 	 	882	 	 	855	 	
Other (expense) income, net	 	 	(2,699)	 	 	(1,003)	 	 	1,622	 	
Income before income taxes	 	 	8,068	 	 	1,893	 	 	14,896	 	
(Benefit) provision for income taxes	 	 	(898)	 	 	(1,002)	 	 	1,178	 	
Net income	 	$	8,966	 	$	2,895	 	$	13,718	 	
Earnings per share data:	 	 	 	 	 	 	 	 	 	 	
Basic	 	$	0.39	 	$	0.13	 	$	0.61	 	
Diluted	 	$	0.39	 	$	0.13	 	$	0.60	 	
Weighted average shares outstanding:	 	 	 	 	 	 	 	 	 	 	
Basic	 	 	22,936,413	 	 	22,868,733	 	 	22,354,444	 	
Diluted	 	 	23,153,493	 	 	23,145,997	 	 	22,719,218	 	
 
See accompanying notes to consolidated financial statements.
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AEROVIRONMENT, INC.
 
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 
(In thousands)

 	 	Year Ended April 30,	 	
 	 	2016	    	2015	    	2014	 	
Net income	 	$	8,966	 	$	2,895	 	$	13,718	 	
Other comprehensive income (loss):	 	 	 	 	 	 	 	 	 	 	
Unrealized gain (loss) on investments, net of tax expense (benefit) of $18, $(730) and $295 for the fiscal years ended April 30, 2016, April 30, 2015 and April 30, 2014, respectively	 	 	27	 	 	(1,095)	 	 	442	 	
Total comprehensive income	 	$	8,993	 	$	1,800	 	$	14,160	 	
 
See accompanying notes to consolidated financial statements.
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AEROVIRONMENT, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands except share data)

 	 	 	 	 	 	 	 	 	 	 	 	 	Accumulated	 	 	 	 	
 	 	 	 	 	 	 	Additional	 	 	 	 	Other	 	 	 	 	
 	 	Common Stock	 	Paid-In	 	Retained	 	Comprehensive	 	 	 	 	
 	    	Shares	    	Amount	    	Capital	    	Earnings	    	Loss	    	Total	 	
Balance at April 30, 2013	 	22,614,315	 	$	2	 	$	130,527	 	$	185,362	 	$	(705)	 	$	315,186	 	
Net income	 	—	 	 	—	 	 	—	 	 	13,718	 	 	—	 	 	13,718	 	
Unrealized loss on investments	 	—	 	 	—	 	 	—	 	 	—	 	 	442	 	 	442	 	
Stock options exercised	 	460,231	 	 	—	 	 	6,709	 	 	—	 	 	—	 	 	6,709	 	
Restricted stock awards	 	128,500	 	 	—	 	 	—	 	 	—	 	 	—	 	 	 —	 	
Restricted stock awards forfeited	 	(35,869)	 	 	—	 	 	—	 	 	—	 	 	—	 	 	 —	 	
Restricted stock units vested	 	14,251	 	 	—	 	 	—	 	 	—	 	 	—	 	 	 —	 	
Tax withholding payment related to net share settlement of equity awards	 	(4,852)	 	 	—	 	 	(163)	 	 	—	 	 	—	 	 	(163)	 	
Reclassification from share-based liability compensation to equity	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	 —	 	
Tax benefit from stock-based compensation	 	—	 	 	—	 	 	2,953	 	 	—	 	 	—	 	 	2,953	 	
Stock-based compensation	 	—	 	 	—	 	 	3,622	 	 	—	 	 	—	 	 	3,622	 	
Balance at April 30, 2014	 	23,176,576	 	 	2	 	 	143,648	 	 	199,080	 	 	(263)	 	 	342,467	 	
Net income	 	—	 	 	—	 	 	—	 	 	2,895	 	 	—	 	 	2,895	 	
Unrealized loss on investments	 	 —	 	 	—	 	 	 —	 	 	—	 	 	(1,095)	 	 	(1,095)	 	
Stock options exercised	 	35,018	 	 	—	 	 	722	 	 	—	 	 	—	 	 	722	 	
Restricted stock awards	 	160,180	 	 	—	 	 	 —	 	 	—	 	 	—	 	 	 —	 	
Restricted stock awards forfeited	 	(56,004)	 	 	—	 	 	 —	 	 	—	 	 	—	 	 	 —	 	
Restricted stock units vested	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	 —	 	
Tax withholding payment related to net share settlement of equity awards	 	(1,130)	 	 	—	 	 	(36)	 	 	—	 	 	—	 	 	(36)	 	
Tax benefit from stock-based compensation	 	 —	 	 	—	 	 	191	 	 	—	 	 	—	 	 	191	 	
Stock-based compensation	 	 —	 	 	—	 	 	3,768	 	 	—	 	 	—	 	 	3,768	 	
Balance at April 30, 2015	 	23,314,640	 	 	2	 	 	148,293	 	 	201,975	 	 	(1,358)	 	 	348,912	 	
Net income	 	 —	 	 	—	 	 	 —	 	 	8,966	 	 	—	 	 	8,966	 	
Unrealized gain on investments	 	 —	 	 	—	 	 	 —	 	 	—	 	 	27	 	 	27	 	
Reclassifications out of accumulated other comprehensive loss	 	 —	 	 	—	 	 	 —	 	 	—	 	 	1,130	 	 	1,130	 	
Stock options exercised	 	84,881	 	 	—	 	 	1,122	 	 	—	 	 	—	 	 	1,122	 	
Restricted stock awards	 	191,548	 	 	—	 	 	 —	 	 	—	 	 	—	 	 	 —	 	
Restricted stock awards forfeited	 	(46,753)	 	 	—	 	 	 —	 	 	—	 	 	—	 	 	 —	 	
Tax withholding payment related to net share settlement of equity awards	 	(1,130)	 	 	—	 	 	(29)	 	 	—	 	 	—	 	 	(29)	 	
Reclassification from share-based liability compensation to equity	 	 —	 	 	 —	 	 	228	 	 	 —	 	 	 —	 	 	228	 	
Tax benefit from stock-based compensation	 	 —	 	 	—	 	 	98	 	 	—	 	 	—	 	 	98	 	
Purchases of common stock for retirement	 	(183,261)	 	 	 —	 	 	 —	 	 	(3,756)	 	 	 —	 	 	(3,756)	 	
Stock based compensation	 	 —	 	 	—	 	 	4,562	 	 	—	 	 	—	 	 	4,562	 	
Balance at April 30, 2016	 	23,359,925	 	$	2	 	$	154,274	 	$	207,185	 	$	(201)	 	$	361,260	 	
 
See accompanying notes to consolidated financial statements.
 
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AEROVIRONMENT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

 	 	Year Ended April 30,	 	
 	 	2016	    	2015	    	2014	 	
 	 	 	 	 	 	 	 	 	
Operating activities	 	 	 	 	 	 	 	 	
Net income	 	$	8,966	 	$	2,895	 	$	13,718	 	
Adjustments to reconcile net income to cash provided by operating activities:	 	 	 	 	 	 	 	 	 	 	
Depreciation and amortization	 	 	6,074	 	 	8,366	 	 	9,155	 	
Loss from equity method investments	 	 	138	 	 	240	 	 	30	 	
Impairment of available-for-sale securities	 	 	2,186	 	 	 —	 	 	 —	 	
Impairment of long-lived assets	 	 	 —	 	 	438	 	 	3,317	 	
Provision for doubtful accounts	 	 	(178)	 	 	(106)	 	 	(6)	 	
Losses on foreign currency transactions	 	 	63	 	 	580	 	 	21	 	
Loss (gain) on sale of equity securities	 	 	219	 	 	209	 	 	(4)	 	
Deferred income taxes	 	 	(2,912)	 	 	(3,382)	 	 	(3,110)	 	
Change in fair value of conversion feature of convertible bonds	 	 	 —	 	 	(73)	 	 	(1,773)	 	
Stock-based compensation	 	 	4,562	 	 	3,768	 	 	3,622	 	
Tax benefit from exercise of stock options	 	 	161	 	 	52	 	 	2,305	 	
Excess tax benefit from stock-based compensation	 	 	(39)	 	 	(162)	 	 	(648)	 	
(Gain) loss on disposition of property and equipment	 	 	(22)	 	 	3,661	 	 	—	 	
Amortization of held-to-maturity investments	 	 	3,875	 	 	4,532	 	 	5,037	 	
Changes in operating assets and liabilities:	 	 	 	 	 	 	 	 	 	 	
Accounts receivable	 	 	(22,260)	 	 	(1,762)	 	 	(11,963)	 	
Unbilled receivables and retentions	 	 	(1,543)	 	 	(6,427)	 	 	375	 	
Inventories	 	 	1,928	 	 	11,285	 	 	11,862	 	
Income tax receivable	 	 	 —	 	 	6,584	 	 	5,193	 	
Prepaid expenses and other assets	 	 	517	 	 	(339)	 	 	157	 	
Accounts payable	 	 	(2,705)	 	 	5,337	 	 	(2,238)	 	
Other liabilities	 	 	1,521	 	 	3,717	 	 	(1,045)	 	
Net cash provided by operating activities	 	 	551	 	 	39,413	 	 	34,005	 	
Investing activities	 	 	 	 	 	 	 	 	 	 	
Acquisition of property and equipment	 	 	(6,829)	 	 	(5,279)	 	 	(7,143)	 	
Equity method investment	 	 	(295)	 	 	(395)	 	 	(105)	 	
Redemptions of held-to-maturity investments	 	 	84,433	 	 	69,387	 	 	75,022	 	
Purchases of held-to-maturity investments	 	 	(94,954)	 	 	(97,464)	 	 	(56,946)	 	
Acquisition of intangible assets	 	 	 —	 	 	(150)	 	 	(750)	 	
Proceeds from the sale of property and equipment	 	 	80	 	 	 —	 	 	 —	 	
Sales of available-for-sale investments	 	 	987	 	 	10,081	 	 	360	 	
Net cash (used in) provided by investing activities	 	 	(16,578)	 	 	(23,820)	 	 	10,438	 	
Financing activities	 	 	 	 	 	 	 	 	 	 	
Excess tax benefit from stock-based compensation	 	 	39	 	 	162	 	 	648	 	
Principal payments of capital lease obligations	 	 	(472)	 	 	 —	 	 	 —	 	
Purchase and retirement of common stock	 	 	(3,756)	 	 	 —	 	 	 —	 	
Tax withholding payment related to net settlement of equity awards	 	 	(29)	 	 	(36)	 	 	(163)	 	
Exercise of stock options	 	 	1,122	 	 	722	 	 	6,709	 	
Net cash (used in) provided by financing activities	 	 	(3,096)	 	 	848	 	 	7,194	 	
Net (decrease) increase in cash and cash equivalents	 	 	(19,123)	 	 	16,441	 	 	51,637	 	
Cash and cash equivalents at beginning of year	 	 	143,410	 	 	126,969	 	 	75,332	 	
Cash and cash equivalents at end of year	 	$	124,287	 	$	143,410	 	$	126,969	 	
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Supplemental disclosures of cash flow information	 	 	 	 	 	 	 	 	 	 	
Cash paid during the year for:	 	 	 	 	 	 	 	 	 	 	
Income taxes	 	$	1,576	 	$	700	 	$	2,556	 	
Non-cash activities	 	 	 	 	 	 	 	 	 	 	
Unrealized change in fair value of long-term investments recorded in accumulated other comprehensive income (loss), net of tax expense (benefit) of $18, $(730) and $295 for the fiscal years ended April 30, 2016, April 30, 2015 and April 30, 2014, respectively	 	$	27	 	$	(1,095)	 	$	442	 	
Reclassification from share-based liability compensation to equity	 	$	228	 	$	 —	 	$	 —	 	
Forfeiture of vested stock-based compensation	 	$	86	 	$	23	 	$	 —	 	
Acquisitions of property and equipment financed with capital lease obligations	 	$	932	 	$	 —	 	$	 —	 	
Acquisitions of property and equipment included in accounts payable	 	$	1,174	 	$	 —	 	$	 —	 	
Accrued acquisition of intangible assets	 	$	 —	 	$	250	 	$	 —	 	
 
See accompanying notes to consolidated financial statements.

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AEROVIRONMENT, INC.
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
1.           Organization and Significant Accounting Policies
 
Organization
 
AeroVironment, Inc., a Delaware corporation, is engaged in the design, development, production, support and operation of unmanned aircraft systems (“UAS”) and efficient energy systems (“EES”) for various industries and governmental agencies.
 
Significant Accounting Policies
 
Principles of Consolidation
 
The accompanying consolidated financial statements include the accounts of AeroVironment, Inc. and its wholly‑owned subsidiaries: AV S.r.l. Italy, Skytower, LLC, AeroVironment GmbH, AeroVironment Massachusetts, LLC, AeroVironment Rhode Island, LLC, Skytower Inc., AILC, Inc., AeroVironment International PTE. LTD. and Regenerative Fuel Cell Systems, LLC, Charger Bicycles, LLC and AeroVironment, Inc. (Afghanistan) (collectively referred to herein as the “Company”). All intercompany balances and transactions have been eliminated in consolidation.
 
In April 2016, the Company dissolved AV S.r.l. Italy, AILC, Inc. and AeroVironment Massachusetts, LLC the results of which were not material to the consolidated financial statements.
 
Investments in Companies Accounted for Using the Equity or Cost Method
 
Investments in other non‑consolidated entities are accounted for using the equity method or cost basis depending upon the level of ownership and/or the Company’s ability to exercise significant influence over the operating and financial policies of the investee. When the equity method is used, investments are recorded at original cost and adjusted periodically to recognize the Company’s proportionate share of the investees’ net income or losses after the date of investment. When net losses from an investment accounted for under the equity method exceed its carrying amount, the investment balance is reduced to zero and additional losses are not provided for as the Company is not obligated to provide additional capital. The Company resumes accounting for the investment under the equity method if the entity subsequently reports net income and the Company’s share of that net income exceeds the share of net losses not recognized during the period the equity method was suspended.
 
When an investment accounted for using the equity method issues its own shares, the subsequent reduction in the Company’s proportionate interest in the investee is reflected in equity as an adjustment to paid‑in‑capital. The Company evaluates its investments in companies accounted for by the equity or cost method for impairment when there is evidence or indicators that a decrease in value may be other than temporary.
 
Segments
 
The Company’s products are sold and divided among two reportable segments to reflect the Company’s strategic goals. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM is the Chief Executive Officer, who reviews the revenue and gross margin results for each of these segments in order to make resource allocation decisions, including the focus of research and development (“R&D”), activities, and assessing performance. The Company’s reportable segments are business units that offer different products and services and are managed separately.
 
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Use of Estimates
 
The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates made by management include, but are not limited to, valuation of: inventory, available‑for‑sale securities, deferred tax assets and liabilities, useful lives of property, plant and equipment, medical and dental liabilities, warranty liabilities and estimates of anticipated contract costs and revenue utilized in the revenue recognition process. Actual results could differ from those estimates.
 
Out-of-Period Adjustments
 
During the fiscal year ended April 30, 2016, the Company identified the following errors: 1) other current liabilities and the related cost of sales, selling, general and administrative and research and development expenses were understated due to state use taxes owed for certain internally consumed tangible assets not identified on a timely basis; and 2) property and equipment, net, were understated, capital lease obligations were understated, operating cash flows were understated, and investing cash flows were overstated due to certain IT equipment and perpetual software license capital lease agreements being incorrectly classified as operating leases. The Company assessed the materiality of these errors considering the relevant quantitative and qualitative factors and concluded that the errors were not material to the consolidated financial statements taken as a whole. As such, during the three months ended January 30, 2016, the Company recorded the following out-of-period adjustments to correct the errors: 1) increased  “other current liabilities” $747,000, increased “research and development” expense $503,000, increased “selling, general and administrative” expense $155,000, and increased cost of sales $89,000; and 2) increased “property and equipment, net”, $584,000, increased “Capital lease obligations – net of current portion” $319,000, and increased capital lease obligations – current portion $324,000 which is included in “Other current liabilities”.  In addition, $220,000 of cash outflows were reclassified from operating activities to “Principal payments on capital lease agreements” within financing activities. The consolidated statements of operations and consolidated statements of comprehensive income (loss) for the fiscal year ended April 30, 2016, the consolidated balance sheet as of April 30, 2016 and the consolidated statement of cash flows for the fiscal year ended April 30, 2016 reflect the above adjustments.
 
Reclassifications
 
Certain prior year amounts have been reclassified to conform to the current year presentation.
 
Cash Equivalents
 
The Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents. The Company’s cash equivalents are comprised of money market funds, certificates of deposit of major financial institutions, and U.S. Treasury bills.
 
Investments
 
The Company’s investments are accounted for as held‑to‑maturity and available‑for‑sale and reported at amortized cost and fair value, respectively.
 
Unrealized gains and losses are excluded from earnings and reported as a separate component of stockholders’ equity, net of deferred income taxes for available-for-sale investments. The convertible bond in which the Company had invested, which was classified as available-for-sale, contained an embedded conversion feature which was bifurcated from the bond. The change in the fair value of the embedded conversion feature was recorded in other income in the income statement.
 
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Gains and losses realized on the disposition of investment securities are determined on the specific identification basis and credited or charged to income. Premium and discount on investments are amortized and accreted using the interest method and charged or credited to investment income.
 
Management determines the appropriate classification of securities at the time of purchase and re‑evaluates such designation as of each balance sheet date.
 
Investments are considered to be impaired when a decline in fair value is judged to be other‑than‑temporary. On a quarterly basis, the Company considers available quantitative and qualitative evidence in evaluating potential impairment of its investments. If the cost of an investment exceeds its fair value, the Company evaluates, among other factors, general market conditions, the duration and extent to which the fair value is less than cost, and its intent and ability to hold the investment to maturity. The Company also considers potential adverse conditions related to the financial health of the issuer based on rating agency actions. Once a decline in fair value is determined to be other‑than‑temporary, an impairment charge is recorded in earnings and a new cost basis in the investment is established.
 
Fair Values of Financial Instruments
 
Fair values of cash and cash equivalents, accounts receivable, unbilled receivables, retentions and accounts payable approximate cost due to the short period of time to maturity.
 
Concentration of Credit Risk
 
Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash, cash equivalents, municipal bonds, U.S. government securities and accounts receivable. The Company currently invests the majority of its cash in municipal bonds and U.S. government securities. The Company’s revenue and accounts receivable are with a limited number of corporations and governmental entities. In the aggregate, 71%, 80% and 75% of the Company’s revenue came from agencies of the U.S. government for the years ended April 30, 2016, 2015 and 2014, respectively. These agencies accounted for 39% and 29% of the accounts receivable balances at April 30, 2016 and 2015, respectively. One such agency, the U.S. Army, accounted for 27%, 47% and 45% of the Company’s consolidated revenue for the years ended April 30, 2016, 2015 and 2014, respectively. The U.S. Army accounted for approximately 31%, 55% and 54% of UAS reportable segment sales for the years ended April 30, 2016, 2015 and 2014, respectively. The Company performs ongoing credit evaluations of its commercial customers and maintains an allowance for potential losses.
 
Accounts Receivable, Unbilled Receivables and Retentions
 
Accounts receivable represents primarily U.S. government and Foreign government, and to a lesser extent commercial receivables, net of allowances for doubtful accounts. Unbilled receivables represent costs in excess of billings on incomplete contracts and, where applicable, accrued profit related to government long‑term contracts on which revenue has been recognized, but for which the customer has not yet been billed.
 
Retentions represent amounts withheld by customers until contract completion. At April 30, 2016 and 2015, the retention balances were $1,453,000 and $1,344,000, respectively. The Company determines the allowance for doubtful accounts based on historical customer experience and other currently available evidence. When a specific account is deemed uncollectible, the account is written off against the allowance. The allowance for doubtful accounts reflects the Company’s best estimate of probable losses inherent in the accounts receivable balance; such losses have historically been within management’s expectations. An account is deemed past due based on contractual terms rather than on how recently payments have been received.
 
Inventories
 
Inventories are stated at the lower of cost (using the weighted average costing method) or market value. Inventory write‑offs and write‑down provisions are provided to cover risks arising from slow‑moving items or technological obsolescence and for market prices lower than cost. The Company periodically evaluates the quantities on
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hand relative to current and historical selling prices and historical and projected sales volume. Based on this evaluation, provisions are made to write inventory down to its market value.
 
Long‑Lived Assets
 
Property and equipment are carried at cost. Depreciation of property and equipment, including amortization of leasehold improvements, are provided using the straight‑line method over the following estimated useful lives:

Machinery and equipment	    	2 - 7	 years	 	
Computer equipment and software	 	2 - 5	 years	 	
Furniture and fixtures	 	3 - 7	 years	 	
Leasehold improvements	 	Lesser of useful life or term of lease	 	 	
 
The Company finances the purchase of certain IT equipment and perpetual software licenses with capital lease arrangements. The assets and liabilities under capital leases are recorded at the lesser of the present value of aggregate future minimum lease payments, including estimated bargain purchase options, or the fair value of the asset under lease. Assets under capital leases are depreciated using the straight-line method over the lesser of the estimated useful life of the asset or the term of the lease.
 
Maintenance, repairs and minor renewals are charged directly to expense as incurred. Additions and betterments to property and equipment are capitalized at cost. When the Company disposes of assets, the applicable costs and accumulated depreciation and amortization thereon are removed from the accounts and any resulting gain or loss is included in selling, general and administrative (“SG&A”) expense in the period incurred.
 
The Company reviews the recoverability of its long‑lived assets whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The estimated future cash flows are based upon, among other things, assumptions about expected future operating performance, and may differ from actual cash flows. If the sum of the projected undiscounted cash flows (excluding interest) is less than the carrying value of the assets, the assets will be written down to the estimated fair value in the period in which the determination is made.
 
Product Warranty
 
The Company accrues an estimate of its exposure to warranty claims based upon both current and historical product sales data and warranty costs incurred. Product warranty reserves are recorded in other current liabilities.
 
Accrued Sales Commissions
 
As of April 30, 2016 and 2015, the Company accrued sales commissions in other current liabilities of $3,287,000 and $837,000, respectively.
 
Self‑Insurance Liability
 
The Company is self insured for employee medical claims, subject to individual and aggregate stop loss policies. The Company estimates a liability for claims filed and incurred but not reported based upon recent claims experience and an analysis of the average period of time between the occurrence of a claim and the time it is reported to and paid by the Company. As of April 30, 2016 and 2015, the Company estimated and recorded a self insurance liability in wages and related accruals of approximately $1,176,000 and $1,293,000, respectively.
 
Income Taxes
 
Deferred income tax assets and liabilities are computed annually for differences between the financial statement and income tax bases of assets and liabilities that will result in taxable or deductible amounts in the future. The provision
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for income taxes reflects the taxes to be paid for the period and the change during the period in the deferred income tax assets and liabilities. The Company records a valuation allowance to reduce the deferred tax assets to the amount of future tax benefit that is more likely than not to be realized. For uncertain tax positions, the Company determines whether it is “more likely than not” that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of the benefit can be recorded in the financial statements. For those tax positions where it is “not more likely than not” that a tax benefit will be sustained, no tax benefit is recognized. Where applicable, associated interest and penalties are also recorded.
 
Customer Advances and Amounts in Excess of Cost Incurred
 
The Company receives advances, performance‑based payments and progress payments from customers that may exceed costs incurred on certain contracts, including contracts with agencies of the U.S. government. These advances are classified as advances from customers and will be offset against billings.
 
Revenue Recognition
 
The substantial majority of the Company’s revenue is generated pursuant to written contractual arrangements to design, develop, manufacture and/or modify complex products, and to provide related engineering, technical and other services according to the specifications of the buyers (customers). These contracts may be fixed‑price or cost‑reimbursable. The Company considers all contracts for treatment in accordance with authoritative guidance for contracts with multiple deliverables.
 
Revenue arrangements with multiple deliverables should be divided into separate units of accounting if the deliverables have value to the customer on a stand‑alone basis; there is objective and reliable evidence of the fair value of the undelivered item(s); and, if the arrangement includes a general right of return, delivery or performance of the undelivered item(s) is considered probable and substantially in the control of the vendor. The Company occasionally enters into arrangements that consist of installation and repair contracts associated with hardware sold by the Company. Such arrangements consist of separate contractual arrangements and are divided into separate units of accounting where the delivered item has value to the customer on a stand‑alone basis and there is objective and reasonable evidence of the fair value of the installation contract. Consideration is allocated among the separate units of accounting based on their relative fair values.
 
Product sales revenue is composed of revenue recognized on contracts for the delivery of production hardware and related activities. Contract services revenue is composed of revenue recognized on contracts for the provision of services, including repairs, training, engineering design, development and prototyping activities.
 
Revenue from cost‑plus‑fee contracts are recognized on the basis of costs incurred during the period plus the fee earned. Revenue from fixed‑price contracts are recognized on the percentage‑of‑completion method. Contract costs include all direct material and labor costs and those indirect costs related to contract performance. Unbilled receivables represent costs incurred and related profit on contracts not yet billed to customers, and are invoiced in subsequent periods.
 
Product sales revenue is recognized on the percentage‑of‑completion method or upon transfer of title to the customer, which is generally upon shipment. Shipping and handling costs incurred are included in cost of sales.
 
Revenue and profits on fixed‑price production contracts, where units are produced and delivered in a continuous or sequential process, are recorded as units are delivered based on their selling prices (the “units‑of‑delivery method”). Revenue and profits on other fixed‑price contracts with significant engineering as well as production requirements are recorded based on the ratio of total actual incurred costs to date to the total estimated costs for each contract (the “cost‑to‑cost method”). Accounting for revenue and profits on a fixed‑price contract requires the preparation of estimates of (1) the total contract revenue, (2) the total costs at completion, which is equal to the sum of the actual incurred costs to date on the contract and the estimated costs to complete the contract’s statement of work and (3) the measurement of progress towards completion. The estimated profit or loss at completion on a contract is equal to the difference between the total estimated contract revenue and the total estimated cost at completion. Under the units‑of‑delivery method, sales
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on a fixed‑price type contract are recorded as the units are delivered during the period based on their contractual selling prices. Under the cost‑to‑cost method, sales on a fixed‑price type contract are recorded at amounts equal to the ratio of actual cumulative costs incurred divided by total estimated costs at completion, multiplied by (i) the total estimated contract revenue, less (ii) the cumulative sales recognized in prior periods. The profit recorded on a contract in any period using either the units‑of‑delivery method or cost‑to‑cost method is equal to (i) the current estimated total profit margin multiplied by the cumulative sales recognized, less (ii) the amount of cumulative profit previously recorded for the contract. In the case of a contract for which the total estimated costs exceed the total estimated revenue, a loss arises, and a provision for the entire loss is recorded in the period that it becomes evident. The unrecoverable costs on a loss contract that are expected to be incurred in future periods are recorded in the program cost.
 
Significant management judgments and estimates must be made and used in connection with the recognition of revenue in any accounting period. Material differences in the amount of revenue in any given period may result if these judgments or estimates prove to be incorrect or if management’s estimates change on the basis of development of the business, market conditions or other factors. Management judgments and estimates have been applied consistently and have been reliable historically. The Company believes that there are two key factors which impact the reliability of management’s estimates. The first of those key factors is that the terms of the Company’s contracts are typically less than six months. The short‑term nature of such contracts reduces the risk that material changes in accounting estimates will occur on the basis of market conditions or other factors. The second key factor is that the Company has hundreds of contracts in any given accounting period, which reduces the risk that any one change in an accounting estimate on one or several contracts would have a material impact on the Company’s consolidated financial statements or its two reporting segments’ measures of profit. Changes in estimates are recognized using the cumulative catch‑up method of accounting. This method recognizes, in the current period, the cumulative effect of the changes on current and prior periods.
 
Stock‑Based Compensation
 
Stock‑based compensation is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite service period, which is generally the vesting period of the respective award. No compensation cost is ultimately recognized for awards for which employees do not render the requisite service and are forfeited.
 
Long‑Term Incentive Awards
 
For long‑term incentive awards, a target payout is established at the beginning of each performance period. The actual payout at the end of the performance period is calculated based upon the Company’s achievement of such targets. Payouts are made in cash and restricted stock units. Upon vesting of the restricted stock units, the Company has the discretion to settle the restricted stock units in cash or stock.
 
The cash component of the award is accounted for as a liability. The equity component is accounted for as a stock‑based liability, as the restricted stock units may be settled in cash or stock. At each reporting period, the Company reassesses the probability of achieving the performance targets. The estimation of whether the performance targets will be achieved requires judgment, and, to the extent actual results or updated estimates differ from the Company’s current estimates, the cumulative effect on current and prior periods of those changes will be recorded in the period estimates are revised.
 
Research and Development
 
Internally funded research and development costs (“IRAD”), sponsored by the Company relate to both U.S. government products and services and those for commercial and foreign customers. IRAD costs for the Company are recoverable and allocable under government contracts in accordance with U.S. government procurement regulations.
 
Customer‑funded research and development costs are incurred pursuant to contracts (revenue arrangements) to perform research and development activities according to customer specifications. These costs are direct contract costs and are expensed to cost of sales when the corresponding revenue is recognized, which is generally as the research and development services are performed. Revenue from customer‑funded research and development was approximately
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$53,546,000, $36,998,000 and $28,393,000 for the years ended April 30, 2016, 2015 and 2014, respectively. The related cost of sales for customer‑funded research and development totaled approximately $34,786,000, $24,776,000 and $18,644,000 for the years ended April 30, 2016, 2015 and 2014, respectively.
 
Lease Accounting
 
The Company accounts for its leases and subsequent amendments as operating leases or capital leases for financial reporting purposes. Certain operating leases contain rent escalation clauses, which are recorded on a straight‑line basis over the initial term of the lease with the difference between the rent paid and the straight‑line rent recorded as a deferred rent liability. Lease incentives received from landlords are recorded as deferred rent liabilities and are amortized on a straight‑line basis over the lease term as a reduction to rent expense. Deferred rent liabilities were approximately $1,714,000 and $1,381,000 as of April 30, 2016 and 2015, respectively.
 
Advertising Costs
 
Advertising costs are expensed as incurred. Advertising expenses included in SG&A expenses were approximately $486,000, $416,000 and $225,000 for the years ended April 30, 2016, 2015 and 2014, respectively.
 
Earnings Per Share
 
Basic earnings per share are computed using the weighted‑average number of common shares outstanding and excludes any anti‑dilutive effects of options, restricted stock and restricted stock units. The dilutive effect of potential common shares outstanding is included in diluted earnings per share.
 
The reconciliation of diluted to basic shares is as follows:

 	 	Year Ended April 30,	 	
 	    	2016	    	2015	    	2014	 	
Numerator for basic earnings per share:	 	 	 	 	 	 	 	 	 	 	
Net income	 	$	8,966,000	 	$	2,895,000	 	$	13,718,000	 	
Denominator for basic earnings per share:	 	 	 	 	 	 	 	 	 	 	
Weighted average common shares	 	 	22,936,413	 	 	22,868,733	 	 	22,354,444	 	
Dilutive effect of employee stock options, restricted stock and restricted stock units	 	 	217,080	 	 	277,264	 	 	364,774	 	
Denominator for diluted earnings per share	 	 	23,153,493	 	 	23,145,997	 	 	22,719,218	 	
 
During the years ended April 30, 2016, 2015 and 2014, certain options, shares of restricted stock and restricted stock units were not included in the computation of diluted earnings per share because their inclusion would have been anti‑dilutive. The number of options, restricted stock and restricted stock units which met this anti‑dilutive criterion was approximately 22,000, 43,000 and 51,000 for the years ended April 30, 2016, 2015 and 2014, respectively.
 
Recently Issued Accounting Standards
 
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014‑09,  Revenue from Contracts with Customers (Topic 606) . The new revenue recognition standard provides a five‑step analysis of transactions to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU is effective for annual periods beginning after December 15, 2017 and shall be applied either retrospectively to each period presented or as a cumulative‑effect adjustment as of the date of adoption. The Company is evaluating the potential impact of this adoption on its consolidated financial statements.
 
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In 2016, the FASB issued ASUs containing implementation guidance related to ASU 2014-09, including: ASU 2016-08,  Revenue from Contracts with Customers  (Topic 606):  Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which is intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations; ASU 2016-10,  Revenue from Contracts with Customers  (Topic 606):  Identifying Performance Obligations and Licensing , which is intended to clarify two aspects of Topic 606:  identifying performance obligations and the licensing implementation guidance ; and ASU 2016-12, Revenue from Contracts with Customers  (Topic 606):  Narrow-Scope Improvements and Practical Expedients , which contains certain provision and practical expedients in response to identified implementation issues. The Company is evaluating the potential impact of this adoption on its consolidated financial statements.
 
In April 2015, the FASB issued ASU No. 2015‑05, Intangibles—Goodwill and Other—Internal‑Use Software (Subtopic 350‑40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement.  This ASU adds explicit guidance into U.S. GAAP regarding a customer’s accounting for fees paid in a cloud computing arrangement. The ASU provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. A reporting entity should apply the amendments either (1) prospectively to all arrangements entered into or materially modified after the effective date or (2) retrospectively. The Company is evaluating the potential impact of this adoption on its consolidated financial statements.
 
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.
 
In July 2015, the FASB issued 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 February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This ASU requires the lessee to recognize the assets and liabilities for the rights and obligations created by leases with terms of 12 months or more. The guidance is effective for fiscal years beginning after December 15, 2018 and interim periods therein, with early adoption permitted. The Company is evaluating the potential impact of this adoption on its consolidated financial statements.
              In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting , which simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, accounting for forfeitures, and classification on the statement of cash flows. ASU 2016-09 will be effective for interim and annual reporting periods beginning after December 15, 2016. Early application is permitted. The Company is evaluating the potential impact of adoption on its consolidated financial statements.
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2.           Investments
 
Investments consist of the following:

 	 	April 30,	 	
 	 	2016	    	2015	 	
 	 	(In thousands)	 	
Short-term investments:	 	 	 	 	 	 	 	
Held-to-maturity securities:	 	 	 	 	 	 	 	
Municipal securities	 	$	42,179	 	$	67,173	 	
U.S. government securities	 	 	21,184	 	 	11,536	 	
Corporate bonds	 	 	40,041	 	 	1,314	 	
Certificates of deposit	 	 	 —	 	 	3,885	 	
Total held-to-maturity investments	 	$	103,404	 	$	83,908	 	
Available for sale securities:	 	 	 	 	 	 	 	
Equity securities	 	 	 —	 	 	1,473	 	
Total available for sale investments	 	 	 —	 	 	1,473	 	
Total short-term investments	 	$	103,404	 	$	85,381	 	
Long-term investments:	 	 	 	 	 	 	 	
Held-to-maturity securities:	 	 	 	 	 	 	 	
Municipal securities	 	$	 —	 	$	30,418	 	
U.S. government securities	 	 	7,518	 	 	5,009	 	
Corporate bonds	 	 	23,561	 	 	8,501	 	
Certificates of deposit	 	 	 —	 	 	 —	 	
Total held-to-maturity investments	 	 	31,079	 	 	43,928	 	
Available-for-sale securities:	 	 	 	 	 	 	 	
Auction rate securities	 	 	2,780	 	 	2,841	 	
Convertible bonds	 	 	 —	 	 	 —	 	
Equity securities	 	 	 —	 	 	 —	 	
Total available-for-sale investments	 	 	2,780	 	 	2,841	 	
Total long-term investments	 	$	33,859	 	$	46,769	 	
 
Held‑To‑Maturity Securities
 
As of April 30, 2016 and 2015, the balance of held‑to‑maturity securities consisted of state and local government municipal securities, U.S. government securities, corporate bonds and certificates of deposit. Interest earned from these investments is recorded in interest income.
 
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The amortized cost, gross unrealized losses, and estimated fair value of the held‑to‑maturity investments as of April 30, are as follows (in thousands):

 	 	2016	 	2015	 	
 	    	 	 	    	Gross	    	Gross	    	 	 	    	 	 	    	Gross	    	Gross	    	 	 	 	
 	 	Amortized	 	Unrealized	 	Unrealized	 	Fair	 	Amortized	 	Unrealized	 	Unrealized	 	Fair	 	
 	 	Cost	 	Gains	 	Losses	 	Value	 	Cost	 	Gains	 	Losses	 	Value	 	
Municipal securities	 	$	42,179	 	$	5	 	$	(7)	 	$	42,177	 	$	97,591	 	$	8	 	$	(35)	 	$	97,564	 	
U.S. government securities	 	 	28,702	 	 	23	 	 	 —	 	 	28,725	 	 	16,545	 	 	12	 	 	 —	 	 	16,557	 	
Corporate bonds	 	 	63,602	 	 	54	 	 	(32)	 	 	63,624	 	 	9,815	 	 	 —	 	 	(13)	 	 	9,802	 	
Certificates of deposit	 	 	 —	 	 	 —	 	 	 —	 	 	 —	 	 	3,885	 	 	—	 	 	 —	 	 	3,885	 	
Total held to maturity investments	 	$	134,483	 	$	82	 	$	(39)	 	$	134,526	 	$	127,836	 	$	20	 	$	(48)	 	$	127,808	 	
 
The amortized cost and fair value of the Company’s held‑to‑maturity securities by contractual maturity at April 30, 2016, are as follows:

 	    	Cost	    	Fair Value	 	
Due within one year	 	$	103,404	 	$	103,415	 	
Due after one year through five years	 	 	31,079	 	 	31,111	 	
Total	 	$	134,483	 	$	134,526	 	
 
Available‑For‑Sale Securities
 
Auction Rate Securities
 
As of April 30, 2016 and 2015, the entire balance of available‑for‑sale auction rate securities consisted of two investment grade auction rate municipal bonds with maturities ranging from 3 to 18 years. These investments have characteristics similar to short‑term investments, because at pre‑determined intervals, generally ranging from 30 to 35 days, there is a new auction process at which the interest rates for these securities are reset to current interest rates. At the end of such period, the Company chooses to roll‑over its holdings or redeem the investments for cash. A market maker facilitates the redemption of the securities and the underlying issuers are not required to redeem the investment within 365 days. Interest earned from these investments is recorded in interest income.
 
During the fourth quarter of the fiscal year ended April 30, 2008, the Company began experiencing failed auctions on some of its auction rate securities. A failed auction occurs when a buyer for the securities cannot be obtained and the market maker does not buy the security for its own account. The Company continues to earn interest on the investments that failed to settle at auction, at the maximum contractual rate until the next auction occurs. In the event the Company needs to access funds invested in these auction rate securities, the Company may not be able to liquidate these securities at the fair value recorded on April 30, 2016 until a future auction of these securities is successful or a buyer is found outside of the auction process.
 
As a result of the failed auctions, the fair values of these securities are estimated utilizing a discounted cash flow analysis as of April 30, 2016 and 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 expectation of the next time the security is expected to have a successful auction.
 
Based on the Company’s ability to access its cash and cash equivalents, expected operating cash flows, and other sources of cash, the Company does not anticipate the current lack of liquidity on these investments will affect its ability to operate the business in the ordinary course. The Company believes the current lack of liquidity of these investments is temporary and expects that the securities will be redeemed or refinanced at some point in the future. The Company will continue to monitor the value of its auction rate securities at each reporting period for a possible impairment if a further decline in fair value occurs. The auction rate securities have been in an unrealized loss position
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for more than 12 months. The Company has the ability and the intent to hold these investments until a recovery of fair value, which may be maturity and as of April 30, 2016, it did not consider these investments to be other‑than‑temporarily impaired.
 
The amortized cost, gross unrealized losses, and estimated fair value of the available‑for‑sale auction rate securities are as follows (in thousands):

 	 	April 30,	 	
 	    	2016	    	2015	 	
Auction rate securities	 	 	 	 	 	 	 	
Amortized cost	 	$	3,100	 	$	3,200	 	
Gross unrealized losses	 	 	(320)	 	 	(359)	 	
Fair value	 	$	2,780	 	$	2,841	 	

The amortized cost and fair value of the Company’s auction rate securities by contractual maturity at April 30, 2016 are as follows (in thousands):

 	    	Cost	    	Fair Value	 	
Due after one through five years	 	$	1,100	 	$	1,060	 	
Due after 10 years	 	 	2,000	 	 	1,720	 	
Total	 	$	3,100	 	$	2,780	 	

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), net in the consolidated statement of operations. As a result of recording the impairment charge, the investment’s fair value became its new cost basis.
 
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 fiscal year ended April 30, 2016, the Company realized gains on the sale of CybAero shares of $207,000, 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 fiscal year ended April 30, 2015, the Company realized gains on the sale of CybAero shares of $4,784,000. At April 30, 2016, the Company did not hold any CybAero stock.
 
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The amortized cost, gross unrealized gains, gross unrealized losses, and estimated fair value of the available-for-sale equity securities are as follows (in thousands):

 	    	April 30,	 	
 	 	2016	    	2015	 	
Equity Securities	 	 	 	 	 	 	 	
Amortized cost	 	$	 —	 	$	3,357	 	
Gross unrealized gains	 	 	—	 	 	—	 	
Gross unrealized losses	 	 	 —	 	 	(1,884)	 	
Fair value	 	$	 —	 	$	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.	
 
The Company’s financial assets measured at fair value on a recurring basis at April 30, 2016, were as follows (in thousands):

 	 	Fair Value Measurement Using	 	
 	    	 	 	    	Significant	    	 	 	    	 	 	 	
 	 	Quoted prices in	 	other	 	Significant	 	 	 	 	
 	 	active markets for	 	observable	 	unobservable	 	 	 	 	
 	 	identical assets	 	inputs	 	inputs	 	 	 	 	
Description	 	(Level 1)	 	(Level 2)	 	(Level 3)	 	Total	 	
Auction rate securities	 	$	—	 	$	—	 	$	2,780	 	$	2,780	 	
Equity securities	 	 	 —	 	 	—	 	 	 —	 	 	 —	 	
Total	 	$	 —	 	$	 —	 	$	2,780	 	$	2,780	 	
 
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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):

 	    	Fair Value	 	
 	 	Measurements Using	 	
 	 	Significant	 	
 	 	Unobservable Inputs	 	
Description	 	(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 income	 	 	27	 	
Purchases, issuances and settlements, net	 	 	(88)	 	
Balance at April 30, 2016	 	$	2,780	 	
The amount of total gains or (losses) for the period included in earnings attributable to the change in unrealized gains or losses relating to assets still held at April 30, 2016	 	$	 —	 	
 
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 April 30, 2016, the inputs used in the Company’s discounted cash flow analysis included current coupon rates of 0.1%, estimated redemption periods of 3 to 18 years and discount rates of 4.9% to 15.1%. The discount rates were based on market rates for municipal bond securities, as adjusted for a risk premium to reflect the lack of liquidity of these investments.
 
4.           Inventories, net
 
Inventories consist of the following:

 	 	April 30,	 	
 	 	2016	    	2015	 	
 	 	(In thousands)	 	
Raw materials	 	$	11,609	 	$	13,325	 	
Work in process	 	 	4,259	 	 	5,140	 	
Finished goods	 	 	26,073	 	 	25,537	 	
Inventories, gross	 	 	41,941	 	 	44,002	 	
Reserve for inventory excess and obsolescence	 	 	(4,455)	 	 	(4,588)	 	
Inventories, net	 	$	37,486	 	$	39,414	 	
 
Inventory held at third parties as of April 30, 2016 and 2015 was $5,329,000 and $6,840,000, respectively.
 
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5.           Intangibles
 
Intangibles are included in other assets, long‑term, on the balance sheet. The components of intangibles are as follows:

 	 	April 30, 	 	
 	    	2016	    	2015	 	
 	 	(In thousands)	 	
Licenses	 	$	818	 	$	818	 	
Less accumulated amortization	 	 	(518)	 	 	(438)	 	
Intangibles, net	 	$	300	 	$	380	 	
 
The weighted average amortization period at April 30, 2016 and 2015 was four years and five years, respectively. Amortization expense for the years ended April 30, 2016, 2015 and 2014 was $80,000, $249,000 and $154,000, respectively.
 
During the fiscal year ended April 30, 2015, the Company recorded an impairment charge of $438,000 recorded in SG&A expenses related to an exclusive distribution agreement as the Company determined that it would not be selling any products through the exclusive distribution agreement.
 
During the fiscal year ended April 30, 2014, the Company recorded an impairment charge of $72,000 recorded in SG&A expenses related to a license for certain technology as the Company determined that it would not be selling any products containing the licensed technology.
 
During the fiscal year ended April 30, 2014, the Company recorded an impairment charge of $672,000 recorded in SG&A expenses related to an exclusive distribution license.  See Note 6, Property and Equipment, net for further details.
 
Estimated amortization expense for the next five years is as follows:

 	    	Year ending	 	
 	 	April 30,	 	
 	 	(In thousands)	 	
2017	 	$	80	 	
2018	 	 	80	 	
2019	 	 	80	 	
2020	 	 	60	 	
2021	 	 	 —	 	
 	 	$	300	 	

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6.           Property and Equipment, net
 
Property and equipment consist of the following:

 	 	 	 	 	 	 	 	
 	 	April 30,	 	
 	    	2016	    	2015	 	
 	 	(In thousands)	 	
Leasehold improvements	 	$	8,939	 	$	9,117	 	
Machinery and equipment	 	 	48,034	 	 	45,525	 	
Furniture and fixtures	 	 	1,730	 	 	1,877	 	
Computer equipment and software	 	 	30,171	 	 	26,223	 	
Construction in process	 	 	3,885	 	 	1,634	 	
Property and equipment, gross	 	 	92,759	 	 	84,376	 	
Less accumulated depreciation and amortization	 	 	(75,997)	 	 	(70,877)	 	
Property and equipment, net	 	$	16,762	 	$	13,499	 	
 
Depreciation expense for the years ended April 30, 2016, 2015 and 2014 was $5,993,000, $8,116,000 and $8,930,000, respectively.  At April 30, 2016, property and equipment includes computer equipment and software under capital leases with a cost basis of $1,836,000 and accumulated depreciation of $1,058,000.  Depreciation of computer equipment and software under capital leases was $455,000 for the fiscal year ended April 30, 2016.  Refer also to Out-of-Period Adjustments disclosure within Note 1, Organization and Significant Accounting Policies.
 
At April 30, 2014, an analysis of the Company’s long‑lived assets related to Tier II helicopter demonstration assets and an exclusive license agreement to sell Tier II helicopters indicated impairment. At April 30, 2014 the Company determined that the carrying value of the Tier II helicopter demonstration assets and license agreement would not be recovered over the estimated useful life of the primary assets due to the delay of market adoption resulting in lower than anticipated sales. Accordingly, the Company completed an impairment test for this asset group, which resulted in an impairment charge of $3,317,000 that was recorded in SG&A costs of which $2,645,000 was related to the Tier II helicopter demonstration assets and $672,000 was related to the exclusive distribution license. To determine the amount of the impairment charge, the Company was required to make estimates of the fair value of the assets in this group, and these estimates were based on the use of the income approach to determine the fair value of the equipment.

 
7.           Investments in Companies Accounted for Using the Equity Method
 
In March of 2014, the Company purchased 49% of the outstanding common stock of Altoy Savunma Sanayi ve Havacilik Anonim Sirketi (“Altoy”), a Turkish corporation founded in February 2014. Altoy aims to develop and manufacture high altitude, long endurance, unmanned aerial platform technologies in Turkey and market and sell such technologies to the world market. Altoy is considered to be in a start‑up phase with limited current operations. During the years ended April 30, 2016 and 2015, the Company recorded 49% of the net loss of Altoy, or $138,000 and $240,000, respectively, in “Other (expense) income” in the consolidated statement of income. At April 30, 2016 and 2015, the carrying value of the investment in Altoy was $386,000 and $230,000, respectively, and was recorded in “Other assets, long‑term.”
 
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8.           Warranty Reserves
 
Warranty reserve activity is summarized as follows:

 	 	April 30,	 	
 	    	2016	    	2015	 	
 	 	(In thousands)	 	
Beginning balance	 	$	2,653	 	$	1,280	 	
Warranty expense	 	 	4,516	 	 	2,919	 	
Changes in estimates related to pre-existing warranties	 	 	(424)	 	 	 —	 	
Warranty costs settled	 	 	(2,611)	 	 	(1,546)	 	
Ending balance	 	$	4,134	 	$	2,653	 	

9.           Employee Savings Plan
 
The Company has an employee 401(k) savings plan covering all eligible employees. The Company expensed approximately $3,028,000, $2,818,000 and $2,757,000 in contributions to the plan for the years ended April 30, 2016, 2015 and 2014, respectively.
 
10.          Severance Charges
 
During the fiscal year ended April 30, 2016, the Company made certain strategic headcount reductions with a total cost of approximately $933,000, consisting entirely of severance payments. The Company recorded this charge during its fourth fiscal quarter ended April 30, 2016.  Of the total, approximately $362,000 was recorded to cost of sales and $571,000 was recorded to SG&A.  Of the total recorded to cost of sales, approximately $300,000 related to UAS and approximately $62,000 to EES.  The Company does not report SG&A costs by segment as the CODM only reviews the revenue and gross margin results for each of these segments when making resource allocation decisions.  Of the total, approximately $834,000 was in accrued wages and related accruals at April 30, 2016.

11.          Stock‑Based Compensation
 
For the years ended April 30, 2016, 2015 and 2014, the Company recorded stock‑based compensation expense of approximately $4,562,000, $3,768,000 and $3,622,000, respectively.
 
On January 14, 2007, the stockholders of the Company approved the 2006 Equity Incentive Plan, or 2006 Plan, effective January 21, 2007, for officers, directors, key employees and consultants. On September 29, 2011, the stockholders of the Company approved an amendment and restatement of the 2006 Plan, or Restated 2006 Plan. Under the Restated 2006 Plan, incentive stock options, nonqualified stock options, restricted stock awards, stock appreciation right awards, performance share awards, performance stock unit awards, dividend equivalents awards, stock payment awards, deferred stock awards, restricted stock unit awards, other stock‑based awards, performance bonus awards or performance‑based awards may be granted at the discretion of the compensation committee, which consists of outside directors. A maximum of 4,884,157 shares of stock may be issued pursuant to awards under the Restated 2006 Plan. The maximum number of shares of common stock with respect to one or more awards that may be granted to any one participant during any twelve month period is 2,000,000. A maximum of $5,000,000 may be paid in cash to any one participant as a performance‑based award during any twelve month period. The exercise price for any incentive stock option shall not be less than 100% of the fair market value on the date of grant. Vesting of awards is established at the time of grant.
 
The Company had an equity incentive plan, or 2002 Plan, for officers, directors and key employees. Under the 2002 Plan, incentive stock options or nonqualified stock options were granted, as determined by the administrator at the time of grant. Stock purchase rights were also granted under the 2002 Plan. Options under the 2002 Plan were granted at their fair market value (as determined by the board of directors). The options became exercisable at various times over a
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five-year period from the grant date. The 2002 Plan was terminated on the effective date of the 2006 Plan. Awards outstanding under the 2002 Plan remain outstanding and exercisable; no additional awards may be made under the 2002 Plan.
 
The Company had a 1992 nonqualified stock option plan, or 1992 Plan, for certain officers and key employees. Options under the 1992 Plan were granted at their fair market value (as determined by the board of directors) at the date of grant and became exercisable at various times over a five-year period from the grant date. The 1992 Plan expired in August 2002.
 
The fair value of stock options granted was estimated at the grant date using the Black‑Scholes option pricing model with the following weighted average assumptions for the years ended April 30, 2016, 2015 and 2014:

 	 	Year Ended April 30,	 	
 	    	2016	    	2015	    	2014	 	
Expected term (in years)	 	 	6.00	 	 	6.00	 	 	6.08	 	
Expected volatility	 	 	36.14	%  	 	44.65	%  	 	45.61	%	
Risk-free interest rate	 	 	1.88	%  	 	1.92	%  	 	1.64	%	
Expected dividend	 	 	 —	 	 	 —	 	 	—	 	
Weighted average fair value at grant date	 	$	10.18	 	$	14.05	 	$	10.61	 	
 
The expected term of stock options represents the weighted average period the Company expects the stock options to remain outstanding, based on the Company’s historical exercise and post‑vesting cancellation experience and the remaining contractual life of its outstanding options.
 
The expected volatility is based on historical volatility for the Company’s stock.
 
The risk free interest rate is based on the implied yield on a U.S. Treasury zero‑coupon bond with a remaining term that approximates the expected term of the option.
 
The expected dividend yield of zero reflects that the Company has not paid any cash dividends since inception and does not anticipate paying cash dividends in the foreseeable future.
 
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Information related to the stock option plans at April 30, 2016, 2015 and 2014, and for the years then ended is as follows:

 	 	Restated 2006 Plan	 	2002 Plan	 	1992 Plan	 	
 	    	 	    	Weighted	    	 	    	Weighted	    	 	    	Weighted	 	
 	 	 	 	Average	 	 	 	Average	 	 	 	Average	 	
 	 	 	 	Exercise	 	 	 	Exercise	 	 	 	Exercise	 	
 	 	Shares	 	Price	 	Shares	 	Price	 	Shares	 	Price	 	
Outstanding at April 30,  2013	 	892,210	 	$	23.67	 	177,389	 	$	3.98	 	181,569	 	$	0.52	 	
Options granted	 	125,000	 	 	23.39	 	 —	 	 	 —	 	 —	 	 	 —	 	
Options exercised	 	(261,900)	 	 	24.45	 	(121,841)	 	 	2.25	 	(76,490)	 	 	0.42	 	
Options canceled	 	(42,200)	 	 	26.05	 	(7,037)	 	 	11.79	 	 —	 	 	 —	 	
Outstanding at April 30, 2014	 	713,110	 	 	23.20	 	48,511	 	 	7.18	 	105,079	 	 	0.52	 	
Options granted	 	85,599	 	 	31.27	 	 —	 	 	 —	 	 —	 	 	 —	 	
Options exercised	 	(30,000)	 	 	23.81	 	(3,518)	 	 	2.13	 	(1,500)	 	 	0.59	 	
Options canceled	 	(111,592)	 	 	24.75	 	 —	 	 	 —	 	 —	 	 	 —	 	
Outstanding at April 30, 2015	 	657,117	 	 	23.96	 	44,993	 	 	7.57	 	103,579	 	 	0.59	 	
Options granted	 	128,000	 	 	26.83	 	 —	 	 	 —	 	 —	 	 	 —	 	
Options exercised	 	(43,000)	 	 	21.81	 	(31,161)	 	 	5.70	 	(10,720)	 	 	0.59	 	
Options canceled	 	(58,318)	 	 	25.98	 	(8)	 	 	2.13	 	 —	 	 	 —	 	
Outstanding at April 30, 2016	 	683,799	 	 	24.46	 	13,824	 	 	11.79	 	92,859	 	 	0.59	 	
Options exercisable at April 30, 2016	 	391,286	 	$	23.48	 	13,824	 	$	11.79	 	92,859	 	$	0.59	 	
 
The total intrinsic value of all options exercised during the years ended April 30, 2016, 2015 and 2014 was approximately $1,218,000, $455,000, and $9,220,000, respectively. The intrinsic value of all options outstanding at April 30, 2016 and 2015 was $6,060,000 and $5,349,000, respectively. The intrinsic value of all exercisable options at April 30, 2016 and 2015 was $5,047,000 and $4,560,000, respectively.
 
A summary of the status of the Company’s non‑vested stock options as of April 30, 2016 and the year then ended is as follows:

 	    	 	    	Weighted	 	
 	 	 	 	Average	 	
 	 	 	 	Grant Date	 	
Non-vested Options	 	Options	 	Fair Value	 	
Non-vested at April 30, 2015	 	293,907	 	$	10.43	 	
Granted	 	128,000	 	 	10.18	 	
Expired	 	 —	 	 	 —	 	
Canceled	 	(37,577)	 	 	10.50	 	
Vested	 	(91,817)	 	 	9.75	 	
Non-vested at April 30, 2016	 	292,513	 	$	10.53	 	
 
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As of April 30, 2016, there was approximately $9,872,000 of total unrecognized compensation cost related to non‑vested share‑based compensation awards granted under the equity plans. That cost is expected to be recognized over an approximately five‑year period or a weighted average period of approximately three years.
 
The weighted average fair value of options issued for the years ended April 30, 2016, 2015 and 2014 was $10.18, $14.05 and $10.61, respectively. The total fair value of shares vesting during the years ended April 30, 2016, 2015 and 2014 was $2,965,000, $2,389,000 and $2,168,000, respectively.
 
Proceeds from all option exercises under all stock option plans for the years ended April 30, 2016, 2015 and 2014 were approximately $1,122,000, $722,000 and $6,709,000, respectively. The tax benefit realized from stock‑based compensation during the years ended April 30, 2016, 2015 and 2014 was approximately $98,000, $191,000, and $2,953,000, respectively.
 
The following tabulation summarizes certain information concerning outstanding and exercisable options at April 30, 2016:

 	 	 	 	 	Options Outstanding	 	 	 	 	 	 	
 	 	 	 	 	 	 	Weighted	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	Average	 	 	 	 	Options Exercisable	 	
    	 	 	 	    	 	    	Remaining	    	Weighted	    	 	    	Weighted	 	
 	 	 	 	 	As of	 	Contractual	 	Average	 	As of	 	Average	 	
 	 	 	 	 	April 30,	 	Life In	 	Exercise	 	April 30,	 	Exercise	 	
Range of Exercise Prices	 	2016	 	Years	 	Price	 	2016	 	Price	 	
$	 	 	0.59	 	92,859	 	3.47	 	$	0.59	 	92,859	 	$	0.59	 	
 	 	 	11.79	 	13,824	 	0.40	 	 	11.79	 	13,824	 	 	11.79	 	
 	18.07	-	24.65	 	363,910	 	3.74	 	 	21.15	 	288,510	 	 	21.51	 	
 	25.77	-	32.19	 	319,889	 	7.68	 	 	28.23	 	102,776	 	 	29.02	 	
$	0.59	-	32.19	 	790,482	 	5.24	 	$	21.43	 	497,969	 	$	18.89	 	
 
The remaining weighted average contractual life of exercisable options at April 30, 2016 was 3.55 years.
 
Information related to the Company’s restricted stock awards at April 30, 2016 and for the year then ended is as follows:

 	 	 	 	 	 	 	
 	 	Restated 2006 Plan	 	
 	    	 	    	Weighted	 	
 	 	 	 	Average	 	
 	 	 	 	Grant Date	 	
 	 	Shares	 	Fair Value	 	
Unvested stock at April 30, 2015	 	397,026	 	$	26.20	 	
Stock granted	 	191,548	 	 	25.21	 	
Stock vested	 	(114,457)	 	 	25.91	 	
Stock canceled	 	(47,053)	 	 	24.17	 	
Unvested stock at April 30, 2016	 	427,064	 	$	25.99	 	

12.          Long‑Term Incentive Awards
 
During the year ended April 30, 2016, the Company granted a three-year performance award under the Restated 2006 Plan to key employees. The performance period for each three-year award is the three‑year period ending April 30, 2018. A target payout was established at the award date. The actual payout at the end of the performance period will be
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calculated based upon the Company’s achievement of revenue and gross margin for the performance period. Payouts will be made in cash and restricted stock units. Upon vesting of the restricted stock units, the Company has the discretion to settle the restricted stock units in cash or stock.
 
During the year ended April 30, 2015, the Company granted a performance award under the Restated 2006 Plan to key employees. The performance period for the award is the three-years ending April 30, 2017. A target payout was established at the award date. The actual payout at the end of the performance period will be calculated based upon the Company’s achievement of revenue and gross margin for the fiscal year ending April 30, 2017. Payouts will be made in cash and restricted stock units. Upon vesting of the restricted stock units, the Company has the discretion to settle the restricted stock units in cash or stock.
 
During the year ended April 30, 2014, the Company granted a three-year performance award under the Restated 2006 Plan to key employees. The performance period for each three‑year award is the three‑year period ending April 30, 2016. A target payout was established at the beginning of the performance period. The actual payout at the end of the performance period will be calculated based upon the Company’s achievement of revenue and operating profit growth targets. Payouts will be made in cash and restricted stock units. Upon vesting of the restricted stock units, the Company has the discretion to settle the restricted stock units in cash or stock.  The revenue and operating targets under the plan were not achieved, and therefore, no amounts will be paid out on the 2014 long-term incentive awards.
 
The cash component of the award is accounted for as a liability. The equity component is accounted for as a stock‑based liability, as the restricted stock units may be settled in cash or stock. At each reporting period, the Company reassesses the probability of achieving the performance targets. The estimation of whether the performance targets will be achieved requires judgment, and, to the extent actual results or updated estimates differ from the Company’s current estimates, the cumulative effect on current and prior periods of those changes will be recorded in the period estimates are revised.
 
During the years ended April 30, 2016, 2015 and 2014, the Company recorded compensation expense for the long‑term incentive awards of $0, $0 and $160,000, respectively. At April 30, 2016 and 2015, the Company had an accrued liability of $0 for outstanding awards. The maximum compensation expense that may be recorded for outstanding awards is $6,409,000.
 
13.          Income Taxes
 
The components of income before income taxes are as follows (in thousands):

 	    	Year Ended April 30,	 	
 	 	2016	 	2015	 	2014	 	
Domestic	 	$	8,125	 	$	2,138	 	$	14,996	 	
Foreign	 	 	(57)	 	 	(245)	 	 	(100)	 	
Total	 	$	8,068	 	$	1,893	 	$	14,896	 	
 
The Company expects any foreign earnings to be reinvested in such foreign jurisdictions and, therefore, no deferred tax liabilities for U.S. income taxes on undistributed earnings are recorded.  The foreign subsidiaries do not have any undistributed earnings.
 
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A reconciliation of income tax expense computed using the U.S. federal statutory rates to actual income tax (benefit) expense is as follows:

 	 	Year Ended April 30,	 	
 	    	2016	 	    	2015	    	    	2014	 	
U.S. federal statutory income tax rate	 	35.0	%	 	35.0	%	 	35.0	%	
State and local income taxes, net of federal benefit	 	(15.3)	 	 	(84.4)	 	 	(17.0)	 	
R&D and other tax credits	 	(49.9)	 	 	(172.3)	 	 	(21.5)	 	
Valuation allowance	 	17.1	 	 	96.7	 	 	8.7	 	
Uncertain tax position adjustment	 	 —	 	 	(1.9)	 	 	4.4	 	
Return to provision adjustments	 	6.1	 	 	78.3	 	 	(0.1)	 	
Permanent items	 	(2.6)	 	 	(5.2)	 	 	(1.3)	 	
Other	 	(1.5)	 	 	0.9	 	 	(0.3)	 	
Effective income tax rate	 	(11.1)	%	 	(52.9)	%  	 	7.9	%	
 
The components of the (benefit) provision for income taxes are as follows (in thousands):

 	 	Year Ended April 30,	 	
 	    	2016	    	2015	    	2014	 	
Current:	 	 	 	 	 	 	 	 	 	 	
Federal	 	$	1,804	 	$	573	 	$	4,307	 	
State	 	 	154	 	 	(1,292)	 	 	(1,879)	 	
 	 	 	1,958	 	 	(719)	 	 	2,428	 	
Deferred:	 	 	 	 	 	 	 	 	 	 	
Federal	 	 	(2,859)	 	 	(1,972)	 	 	(1,694)	 	
State	 	 	3	 	 	1,689	 	 	444	 	
 	 	 	(2,856)	 	 	(283)	 	 	(1,250)	 	
Total income tax (benefit) expense	 	$	(898)	 	$	(1,002)	 	$	1,178	 	
 
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Significant components of the Company’s deferred income tax assets and liabilities are as follows (in thousands):

 	 	April 30,	 	
 	    	2016	    	2015	 	
Deferred income tax assets:	 	 	 	 	 	 	 	
Accrued expenses	 	$	8,238	 	$	8,442	 	
Allowances, reserves, and other	 	 	1,330	 	 	1,543	 	
Unrealized loss on securities	 	 	119	 	 	 —	 	
Net operating loss and credit carry-forwards	 	 	9,554	 	 	5,692	 	
Intangibles basis	 	 	416	 	 	464	 	
Total deferred income tax assets	 	 	19,657	 	 	16,141	 	
Deferred income tax liabilities:	 	 	 	 	 	 	 	
Unrealized gain on securities	 	 	 —	 	 	(237)	 	
Fixed asset basis	 	 	(395)	 	 	(86)	 	
Total deferred income tax liabilities	 	 	(395)	 	 	(323)	 	
Valuation allowance	 	 	(4,511)	 	 	(3,127)	 	
Net deferred tax assets	 	$	14,751	 	$	12,691	 	
 
At April 30, 2016 and 2015 the Company recorded a valuation allowance of $4,511,000 and $3,127,000, respectively, against state R&D credits as the Company is currently generating more tax credits than it will utilize in future years and against foreign net operating losses that are not more likely than not to be utilized.  The valuation allowance increased by $1,383,000 and $1,829,000 for April 30, 2016 and April 30, 2015, respectively.
 
At April 30, 2016 the Company had state credit carryforwards of $16,533,000 that do not expire and federal tax credit carryforwards of $6,144,000 that expire in 2034.  As of April 30, 2016, the Company had federal and state credits of $265,000 and $33,000, respectively, for which the tax benefit, when recognized, will be recorded in equity.
 
At April 30, 2016, the Company had multiple state net operating loss carryforwards and had foreign losses of approximately $130,000   and $99,000,respectively. The state net operating loss carryforwards begin to expire in 2023 and the foreign losses carryforward indefinitely.
 
At April 30, 2016 and 2015, the Company had approximately $9,905,000 and $8,190,000, respectively, of unrecognized tax benefits all of which would impact the Company’s effective tax rate if recognized. The Company estimates that none of its unrecognized tax benefits will decrease in the next twelve months due to statute of limitation expiration.
 
In July 2013, the FASB issued ASU No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the Emerging Issues Task Force). As a result of the adoption of this guidance the Company reclassified $2,484,000 at April 30, 2015 from the liability for uncertain tax positions to reduce deferred income tax assets on the balance sheet.
 
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The following table summarizes the activity related to the Company’s gross unrecognized tax benefits for the years ended April 30, 2016 and 2015 (in thousands):

 	 	April 30, 	 	
 	    	2016	    	2015	 	
Balance as of May 1	 	$	8,190	 	$	6,334	 	
Increases related to prior year tax positions	 	 	581	 	 	747	 	
Decreases related to prior year tax positions	 	 	 —	 	 	(12)	 	
Increases related to current year tax positions	 	 	1,144	 	 	1,158	 	
Decreases related to lapsing of statute of limitations	 	 	(10)	 	 	(37)	 	
Balance as of April 30,	 	$	9,905	 	$	8,190	 	
 
The Company records interest and penalties on uncertain tax positions to income tax expense. As of April 30, 2016 and 2015, the Company had accrued approximately $55,000 and $43,000, respectively, of interest and penalties related to uncertain tax positions. The Company is currently under audit by various state jurisdictions but does not anticipate any material adjustments from these examinations. The tax years 2011 to 2015 remain open to examination by the IRS for federal income taxes. The tax years 2008 to 2015 remain open for major state taxing jurisdictions.
 
14.          Accumulated Other Comprehensive Loss
 
The components of accumulated other comprehensive loss are as follows (in thousands):

 	 	Available-for-Sale	 	Accumulated Other	 	
 	    	Securities	    	Comprehensive Loss	 	
Balance 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 as of April 30, 2016	 	$	(201)	 	$	(201)	 	

15.          Changes in Accounting Estimates
 
During the years ended April 30, 2016, 2015 and 2014, the Company revised its estimates at completion of various fixed-price contracts which resulted in cumulative catch up adjustments during the year in which the change in estimate occurred. The change in estimate was a result of the Company changing the total costs required to complete the contracts due to having more accurate cost information as work progressed in subsequent periods on the various contracts. The changes in estimates resulted in cumulative catch-up adjustments to income from continuing operations for the years ended April 30, 2016, 2015 and 2014 that were not material.
 
16.          Related Party Transactions
 
Pursuant to a consulting agreement, the Company paid a board member approximately $96,000 for each of the years ended April 30, 2016, 2015 and 2014, respectively, for consulting services independent of his board service.
 
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17.          Commitments and Contingencies
 
Commitments
 
The Company’s operations are conducted in leased facilities. The Company finances the purchase of certain IT equipment and perpetual software licenses under capital lease arrangements. Following is a summary of non‑cancelable operating and capital lease commitments:

 	 	 	 	 	 	
 	    	Year ending	
 	 	April 30,	
 	 	(In thousands)	
 	 	 	 	 	 	
 	 	 	Operating leases	 	Capital leases	
2017	 	$	4,347	$	424	
2018	 	 	3,450	 	304	
2019	 	 	3,012	 	168	
2020	 	 	2,854	 	 —	
2021	 	 	2,006	 	 —	
Thereafter	 	 	4,236	 	 —	
 	 	$	19,905	 	896	
Less: amounts representing interest	 	 	 	 	(57)	
Present value of capital lease obligations	 	 	 	 	839	
Less: Current portion	 	 	 	 	(390)	
Long-term portion of capital lease obligations	 	 	 	$	449	
 
Rental expense under operating leases was approximately $4,820,000, $4,350,000 and $4,981,000 for the years ended April 30, 2016, 2015 and 2014, respectively.
 
Contingencies
 
The Company is subject to legal proceedings and claims which arise out of the ordinary course of its business. Although adverse decisions or settlements may occur, the Company, in consultation with legal counsel, believes that the final disposition of such matters will not have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company.
 
At April 30, 2016 and 2015, the Company had outstanding letters of credit totaling $1,080,000 and $1,755,000, respectively.
 
Contract Cost Audits
 
Payments to the Company on government cost reimbursable contracts are based on provisional, or estimated indirect rates, which are subject to an annual audit by the Defense Contract Audit Agency, or DCAA. The cost audits result in the negotiation and determination of the final indirect cost rates that the Company may use for the period(s) audited. The final rates, if different from the provisional rates, may create an additional receivable or liability for the Company.
 
For example, during the course of its audits, the DCAA may question the Company’s incurred costs, and if the DCAA believes the Company has accounted for such costs in a manner inconsistent with the requirements under Federal Acquisition Regulations, or FAR, the DCAA auditor may recommend to the Company’s administrative contracting
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officer to disallow such costs. Historically, the Company has not experienced material disallowed costs as a result of government audits. However, 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.
 
The Company’s revenue recognition policy calls for revenue recognized on all cost reimbursable government contracts to be recorded at actual rates unless collectability is not reasonably assured.
 
The Defense Contract Management Agency, or DCMA, disallowed a portion of the Company’s executive compensation and/or other costs included in the Company’s fiscal 2006, 2007 and 2008 incurred cost claims and sought interest for all three years and penalties for Fiscal 2006, based on the disallowed costs.  The Company appealed these cost disallowances to the Armed Services Board of Contract Appeals. For Fiscal 2006, as a result of partial settlements and a decision of the Armed Services Board of Contract Appeals in March 2016, the government’s remaining claims were dismissed with prejudice.  All of the government’s claims related to the Company’s 2007 and 2008 incurred cost claims were settled as of October 2015 by payment to the government of $50,000 and the government’s claims related to the Company’s 2009 and 2010 incurred cost claims were settled as of October 2015 and April 2016, respectfully, without the payment of any consideration. 
 
As a result of the settlement agreements and the Armed Services Board of Contract Appeals ruling, the Company reversed reserves of $3,607,000 related to those fiscal years as a credit to cost of sales, allocated as $3,203,000 to the UAS segment and $404,000 to the EES segment during the fiscal year ended April 30, 2016. At April 30, 2016, the Company did not have any remaining reserves for incurred cost claim audits.
 
18.          Segment Data
 
The Company’s product segments are as follows:
 
 	·	 	Unmanned Aircraft Systems—The UAS segment focuses primarily on the design, development, production, support and operation of innovative UAS and tactical missile systems that provide situational awareness, multi‑band communications, force protection and other mission effects to increase the security and effectiveness of the operations of the Company’s customers.	
 
 	·	 	Efficient Energy Systems—The EES segment focuses primarily on the design, development, production, marketing, support and operation of innovative efficient electric energy systems that address the growing demand for electric transportation solutions.	
 
The accounting policies of the segments are the same as those described in Note 1, “Organization and Significant Accounting Policies.” The operating segments do not make sales to each other. Depreciation and amortization related to the manufacturing of goods is included in gross margin for the segments. The Company does not discretely allocate assets to its operating segments, nor does the CODM evaluate operating segments using discrete asset information. Consequently, the Company operates its financial systems as a single segment for accounting and control purposes, maintains a single indirect rate structure across all segments, has no inter‑segment sales or corporate elimination transactions, and maintains only limited financial statement information by segment.
 
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The segment results are as follows (in thousands):

 	 	Year Ended April 30,	 	
 	    	2016	    	2015	    	2014	 	
Revenue:	 	 	 	 	 	 	 	 	 	 	
UAS	 	$	233,738	 	$	220,950	 	$	208,810	 	
EES	 	 	30,360	 	 	38,448	 	 	42,893	 	
Total	 	 	264,098	 	 	259,398	 	 	251,703	 	
Cost of sales:	 	 	 	 	 	 	 	 	 	 	
UAS	 	 	132,209	 	 	128,233	 	 	127,992	 	
EES	 	 	19,786	 	 	26,897	 	 	30,098	 	
Total	 	 	151,995	 	 	155,130	 	 	158,090	 	
Gross margin:	 	 	 	 	 	 	 	 	 	 	
UAS	 	 	101,529	 	 	92,717	 	 	80,818	 	
EES	 	 	10,574	 	 	11,551	 	 	12,795	 	
Total	 	 	112,103	 	 	104,268	 	 	93,613	 	
Selling, general and administrative	 	 	60,077	 	 	55,763	 	 	55,679	 	
Research and development	 	 	42,291	 	 	46,491	 	 	25,515	 	
Income from operations	 	 	9,735	 	 	2,014	 	 	12,419	 	
Interest income	 	 	1,032	 	 	882	 	 	855	 	
Other (expense) income	 	 	(2,699)	 	 	(1,003)	 	 	1,622	 	
Income before income taxes	 	$	8,068	 	$	1,893	 	$	14,896	 	
 
Geographic Information
 
Sales to non‑U.S. customers accounted for 28%, 9% and 14% of revenue for each of the fiscal years ended April 30, 2016, 2015 and 2014, respectively.
 
19.          Quarterly Results of Operations (Unaudited)
 
The following tables present selected unaudited consolidated financial data for each of the eight quarters in the two‑year period ended April 30, 2016. In the Company’s opinion, this unaudited information has been prepared on the same basis as the audited information and includes all adjustments (consisting of only normal recurring adjustments) necessary for a fair statement of the financial information for the period presented. The Company’s fiscal year ends on April 30. Due to the fixed year end date of April 30, the first and fourth quarters each consist of approximately 13 weeks. The second and third quarters each consist of exactly 13 weeks. The first three quarters end on a Saturday.

 	 	Three Months Ended	 	
 	    	July 30, 2015	    	October 31, 2015	    	January 30, 2016	    	April 30, 2016	 	
 	 	(In thousands except per share data)	 	
Year ended April 30, 2016	 	 	 	 	 	 	 	 	 	 	 	 	 	
Revenue	 	$	47,050	 	$	64,731	 	$	67,560	 	$	84,757	 	
Gross margin	 	$	16,023	 	$	31,533	(2)  	$	26,625	 	$	37,922	 	
Net (loss) income	 	$	(6,981)	(1)  	$	4,419	 	$	6,164	(3)  	$	5,364	 	
Net (loss) income per share—basic(5)	 	$	(0.30)	 	$	0.19	 	$	0.27	 	$	0.23	 	
Net (loss) income per share—diluted(5)	 	$	(0.30)	 	$	0.19	 	$	0.27	 	$	0.23	 	

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 	 	Three Months Ended	 	
 	    	August 2,	    	November 1,	    	January 31,	    	April 30,	 	
 	 	2014	 	2014	 	2015	 	2015	 	
 	 	(In thousands except per share data)	 	
Year ended April 30, 2015	 	 	 	 	 	 	 	 	 	 	 	 	 	
Revenue	 	$	51,866	 	$	52,664	 	$	68,397	 	$	86,471	 	
Gross margin	 	$	14,054	 	$	17,871	(4)  	$	26,993	 	$	45,350	 	
Net (loss) income	 	$	(3,609)	 	$	(2,901)	 	$	2,325	 	$	7,080	 	
Net (loss) income per share—basic(5)	 	$	(0.16)	 	$	(0.13)	 	$	0.10	 	$	0.31	 	
Net (loss) income per share—diluted(5)	 	$	(0.16)	 	$	(0.13)	 	$	0.10	 	$	0.31	 	

 	(1)	 	Includes an other-than-temporary-impairment loss of $2.2 million related to the Company’s investment in the CybAero shares which was recorded to other expense, net in the consolidated statement of operations.	

 	(2)	 	Includes reversal of $3.5 million remaining reserve as a result of the settlement by the parties or the dismissal by the Armed Services Board of Contract Appeals of the government’s claims related to the Company’s incurred cost submittals for fiscal years 2006 through 2009 which was recorded as a credit to cost of sales.	

 	(3)	 	Includes the impact of $0.9 million of out-of-period expenses.  Refer to Out-of-Period Adjustments within Note 1.	

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

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

 

 
 
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SUPPLEMENTARY DATA
 
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

 	 	 	 	 	Additions	 	 	 	 	 	 	 	
 	    	Balance at	    	Charged to	    	Charged to	    	 	 	    	Balance at	 	
 	 	Beginning	 	Costs and	 	Other	 	 	 	 	End of	 	
Description	 	of Period	 	Expenses	 	Accounts	 	Deductions	 	Period	 	
 	 	(In thousands)	 	
Allowance for doubtful accounts for the year ended April 30:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
2014	 	$	936	 	$	(6)	 	$	—	 	$	(139)	 	$	791	 	
2015	 	$	791	 	$	106	 	$	—	 	$	(291)	 	$	606	 	
2016	 	$	606	 	$	178	 	$	 —	 	$	(522)	 	$	262	 	
Warranty reserve for the year ended April 30:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
2014	 	$	1,515	 	$	1,436	 	$	—	 	$	(1,671)	 	$	1,280	 	
2015	 	$	1,280	 	$	2,919	 	$	—	 	$	(1,546)	 	$	2,653	 	
2016	 	$	2,653	 	$	4,516	 	$	(424)	 	$	(2,611)	 	$	4,134	 	
Reserve for inventory excess and obsolescence for the year ended April 30:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
2014	 	$	3,871	 	$	2,187	 	$	—	 	$	(2,824)	 	$	3,234	 	
2015	 	$	3,234	 	$	2,035	 	$	—	 	$	(681)	 	$	4,588	 	
2016	 	$	4,588	 	$	2,767	 	$	 —	 	$	(2,900)	 	$	4,455	 	
Reserve for self-insured medical claims for the year ended April 30:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
2014	 	$	1,543	 	$	8,908	 	$	—	 	$	(9,170)	 	$	1,281	 	
2015	 	$	1,281	 	$	8,953	 	$	—	 	$	(8,941)	 	$	1,293	 	
2016	 	$	1,293	 	$	9,213	 	$	 —	 	$	(9,330)	 	$	1,176	 	
 
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Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
 
Not applicable.
 
Item 9A.  Controls and Procedures.
 
Evaluation of Disclosure Controls and Procedures
 
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost‑benefit relationship of possible controls and procedures. As required by Rule 13a‑15(b) under the Exchange Act, we have carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective and were operating at a reasonable level.
 
Management’s Report on Internal Control Over Financial Reporting
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a‑15(f) and 15d‑15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
 
 	·	 	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;	
 
 	·	 	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and	
 
 	·	 	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.	
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
Under the supervision and with the participation of management, including our principal executive and financial officers, we assessed our internal control over financial reporting as of April 30, 2016, based on criteria for effective internal control over financial reporting established in  Internal Control—Integrated Framework , issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (COSO). Based on this assessment, management concluded that the Company maintained effective internal control over financial reporting as of April 30, 2016 based on the specified criteria.
 
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The effectiveness of our internal control over financial reporting as of April 30, 2016 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included herein.
 
Changes in Internal Control over Financial Reporting
 
During the fourth quarter of our fiscal year ended April 30, 2016, we enhanced our internal controls over financial reporting. Specifically, we implemented additional controls which expand our review of the state use tax process. As a result of implementing these enhanced controls, we have remediated the material weakness in our sales and use tax process identified during the three and nine months ended January 30, 2016.
 
There were no other changes in our internal control over financial reporting or in other factors identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a‑15 or 15d‑15 that occurred during the quarter ended April 30, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
Item 9B.  Other Information.
 
On March 23, 2016, we entered into an indemnification agreement (the “Indemnification Agreement”) with each of our executive officers and directors (collectively, the “Indemnitees”).  The Indemnification Agreements supplement indemnification obligations contained in our Amended and Restated Certificate of Incorporation and Third Amended and Restated Bylaws and generally provide that we will indemnify the Indemnitees to the fullest extent permitted by Delaware law, subject to certain exceptions, against expenses, judgments, fines, amounts paid in settlement and other amounts actually and reasonably incurred in connection with their service as a director or officer.  The Indemnification Agreements also provide for rights to advancement of expenses and contribution. 
 
On March 7, 2016, we executed a consulting agreement (the “Consulting Agreement”) with one of our directors, Charles R. Holland.  Under the Consulting Agreement, which has a one-year term from its effective date of  January 1, 2016, Mr. Holland will provide consulting services to the Company, which services shall be described in task orders to be entered into between the Company and Mr. Holland during the term of the Consulting Agreement.  In addition, on March 7, 2016, the Company and Mr. Holland executed a task order under the Consulting Agreement (the “Task Order) under which Mr. Holland will provide marketing support for unmanned air vehicle systems to the Company over the performance period of January 1, 2016 to December 31, 2016.  The Company will pay Mr. Holland a monthly retainer of $8,000, with a maximum amount of $98,000 payable to Mr. Holland, including expenses, during the performance period under the Task Order.
 
The descriptions of the Indemnification Agreements, Consulting Agreement and Task Order set forth in this Item 9B are not complete and are qualified in their entirety by reference to the full text of the form of Indemnification Agreement and the full text of the Consulting Agreement and the Task Order which are filed as Exhibits 10.1, 10.31 and 10.32 to this Annual Report on Form 10-K and are incorporated herein by reference.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
The Board of Directors and Stockholders of AeroVironment, Inc. and Subsidiaries
 
We have audited AeroVironment Inc. and subsidiaries’ internal control over financial reporting as of April 30, 2016, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). AeroVironment, Inc. and subsidiaries’ management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
 
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
In our opinion, AeroVironment, Inc. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of April 30, 2016, based on the COSO criteria.
 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of AeroVironment, Inc. and subsidiaries as of April 30, 2016 and 2015, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended April 30, 2016 of AeroVironment, Inc. and subsidiaries and our report dated June 28, 2016 expressed an unqualified opinion thereon.
 
 	/s/ Ernst & Young LLP	
 	 	
Los Angeles, California	 	
June 28, 2016	 	

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PART III
 
Item 10.  Directors, Executive Officers, and Corporate Governance.
 
Certain information required by Item 401 and Item 405 of Regulation S‑K will be included in the Proxy Statement for our 2015 Annual Meeting of Stockholders, and that information is incorporated by reference herein.
 
Codes of Ethics
 
We have adopted a Code of Business Conduct and Ethics, or Code of Conduct. The Code of Conduct is posted on our website, http://investor.avinc.com. We intend to disclose on our website any amendments to, or waivers of, the Code of Conduct covering our Chief Executive Officer, Chief Financial Officer and/or Controller promptly following the date of such amendments or waivers. A copy of the Code of Conduct may be obtained upon request, without charge, by contacting our Secretary at (626) 357‑9983 or by writing to us at AeroVironment, Inc., Attn: Secretary, 800 Royal Oaks Drive, Suite 210, Monrovia, CA 91016. The information contained on or connected to our website is not incorporated by reference into this Annual Report and should not be considered part of this or any reported filed with the SEC.
 
No family relationships exist among any of our executive officers or directors.
 
There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.
 
The information required by Item 407(d)(4) and (5) of Regulation S‑K will be included in the Proxy Statement for our 2016 Annual Meeting of Stockholders, and that information is incorporated by reference herein.
 
Item 11.  Executive Compensation.
 
The information required by Item 402 and Item 407(e)(4) and (5) of Regulation S‑K will be included in the Proxy Statement for our 2016 Annual Meeting of Stockholders, and that information is incorporated by reference herein.
 
Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
 
The information required by Item 201(d) and Item 403 of Regulation S‑K will be included in the Proxy Statement for our 2016 Annual Meeting of Stockholders, and that information is incorporated by reference herein.
 
Item 13.  Certain Relationships and Related Transactions, and Director Independence.
 
The information required by Item 404 and Item 407(a) of Regulation S‑K will be included in the Proxy Statement for our 2016 Annual Meeting of Stockholders, and that information is incorporated by reference herein.
 
Item 14.  Principal Accounting Fees and Services.
 
The information required by Item 14 will be included in the Proxy Statement for our 2016 Annual Meeting of Stockholders, and that information is incorporated by reference herein.
 
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PART IV
 
Item 15.  Exhibits, Financial Statement Schedules.
 
 	(a)	 	The following are filed as part of this Annual Report:	
 
1.  Financial Statements
 
The following consolidated financial statements are included in Item 8:
 
 	·	 	Report of Independent Registered Public Accounting Firm	
 
 	·	 	Consolidated Balance Sheets at April 30, 2016 and 2015	
 
 	·	 	Consolidated Statements of Income for the Years ended April 30, 2016, 2015 and 2014	
 
 	·	 	Consolidated Statements of Comprehensive Income for the Years Ended April 30, 2016, 2015 and 2014	
 
 	·	 	Consolidated Statements of Stockholders’ Equity for the Years ended April 30, 2016, 2015 and 2014	
 
 	·	 	Consolidated Statements of Cash Flows for the Years ended April 30, 2016, 2015 and 2014	
 
 	·	 	Notes to Consolidated Financial Statements	
 
2.  Financial Statement Schedules
 
The following Schedule is included in Item 8:
 
 	·	 	Schedule II—Valuation and Qualifying Accounts	
 
All other schedules have been omitted since the required information is not present, or not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements or the Notes thereto.
 
3.  Exhibits
 
See Item 15(b) of this report below.
 
 	(b)	 	Exhibits	

Exhibit
Number	    	Exhibit	 	
3.1(1)	 	Amended and Restated Certificate of Incorporation of AeroVironment, Inc.	 	
3.3 (2)	 	Third Amended and Restated Bylaws of AeroVironment, Inc.	 	
4.1(3)	 	Form of AeroVironment, Inc.’s Common Stock Certificate	 	
10.1#	 	Form of Director and Executive Officer Indemnification Agreement	 	
10.2#(3)	 	AeroVironment, Inc. Nonqualified Stock Option Plan	 	
10.3#(3)	 	Form of Nonqualified Stock Option Agreement pursuant to the AeroVironment, Inc. Nonqualified Stock Option Plan	 	
10.4#(3)	 	AeroVironment, Inc. Directors’ Nonqualified Stock Option Plan	 	
10.5#(3)	 	Form of Directors’ Nonqualified Stock Option Agreement pursuant to the AeroVironment, Inc. Directors’ Nonqualified Stock Option Plan	 	
10.6#(3)	 	AeroVironment, Inc. 2002 Equity Incentive Plan	 	
10.7#(3)	 	Form of AeroVironment, Inc. 2002 Equity Incentive Plan Stock Option Agreement	 	
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Exhibit
Number	    	Exhibit	 	
10.8#(3)	 	AeroVironment, Inc. 2006 Equity Incentive Plan	 	
10.9#(4)	 	AeroVironment, Inc. 2006 Equity Incentive Plan, as amended and restated effective September 29, 2012	 	
10.10#(3)	 	Form of Stock Option Agreement pursuant to the AeroVironment, Inc. 2006 Equity Incentive Plan	 	
10.11#(3)	 	Form of Performance Based Bonus Award pursuant to the AeroVironment, Inc. 2006 Equity Incentive Plan	 	
10.12#(5)	 	Form of Long‑Term Compensation Award Grant Notice and Long‑Term Compensation Award Agreement pursuant to the AeroVironment, Inc. 2006 Equity Incentive Plan	 	
10.13#(2)	 	Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement pursuant to the AeroVironment, Inc. 2006 Equity Incentive Plan	 	
10.14(6)	 	Standard Industrial/Commercial Single‑Tenant Lease, dated February 12, 2007, between AeroVironment, Inc. and OMP Industrial Moreland, LLC, for the property located at 85 Moreland Road, Simi Valley, California, including the addendum thereto	 	
10.15(7)	 	Standard Industrial/Commercial Single‑Tenant Lease, dated March 3, 2008, between AeroVironment, Inc. and Hillside Associates III, LLC, for the property located at 900 Enchanted Way, Simi Valley, California, including the addendum thereto	 	
10.16(7)	 	Standard Industrial/Commercial Single‑Tenant Lease, dated April 21, 2008, between AeroVironment, Inc. and Hillside Associates II, LLC, for the property located at 994 Flower Glen Street, Simi Valley, California, including the addendum thereto	 	
10.17(8)	 	First Amendment to Lease Agreement (900 Enchanted Way, Simi Valley, CA 93065) dated as of December 1, 2013, by and between the Company and Hillside III LLC, and related agreements	 	
10.18(8)	 	First Amendment to Lease Agreement (994 Flower Glen Street, Simi Valley, CA 93065) dated as of December 1, 2013, by and between the Company and Hillside II LLC, and related agreements	 	
10.19(8)	 	Lease Agreement (996 Flower Glen Street, Simi Valley, CA 93065) dated as of December 1, 2013, by and between the Company and Hillside II LLC, and related agreements	 	
10.20(9)	 	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	 	
10.21#(3)	 	Retiree Medical Plan	 	
10.22†(10)	 	Award Contract, dated March 1, 2011, between AeroVironment, Inc. and United States Army Contracting Command	 	
10.23†(11)	 	Contract modification P00015 dated September 5, 2013 under the base contract with the US Army Contracting Command—Redstone Arsenal (Missile) dated August 30, 2012	 	
10.24(12)	 	Consulting Agreement, dated February 5, 2015, between Jikun Kim and AeroVironment, Inc.	 	
10.25#(13)	 	Offer Letter, dated June 15, 2015 from AeroVironment, Inc. to Raymond D. Cook	 	
10.26#(14)	 	Form of Severance Protection Agreement dated as of December 10, 2015, by and between AeroVironment, Inc. and each non-CEO executive officer	 	
10.27(14)	 	Form of Director Letter Agreement by and between AeroVironment, Inc. and each non-employee director	 	
10.28#(15)	 	Separation Agreement by and between AeroVironment, Inc. and Cathleen Cline dated as of April 28, 2016	 	
10.29(15)	 	Consulting Agreement by and between AeroVironment, Inc. and Cathleen Cline dated as of April 28, 2016	 	
10.30	 	Severance Protection Agreement dated as of May 2, 2016, by and between AeroVironment, Inc. and Wahid Nawabi	 	
10.31	 	Consulting Agreement by and between AeroVironment, Inc. and Charles R. Holland executed as of March 7, 2016	 	
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Exhibit
Number	    	Exhibit	 	
10.32	 	Task Order #FY16-001 to Consulting Agreement by and between AeroVironment, Inc. and Charles R. Holland executed as of March 7, 2016	 	
21.1	 	Subsidiaries of AeroVironment, Inc.	 	
23.1	 	Consent of Ernst & Young LLP, independent registered public accounting firm	 	
24.1	 	Power of Attorney (incorporated by reference to the signature page of this Annual Report)	 	
31.1	 	Certification Pursuant to Rule 13a‑14(a) or Rule 15d‑14(a) of the Securities Exchange Act of 1934	 	
31.2	 	Certification Pursuant to Rule 13a‑14(a) or Rule 15d‑14(a) of the Securities Exchange Act of 1934	 	
32.1	 	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002	 	
101.INS	 	XBRL Instance Document	 	
101.SCH	 	XBRL Taxonomy Extension Schema Document	 	
101.CAL	 	XBRL Taxonomy Calculation Linkbase Document	 	
101.DEF	 	XBRL Taxonomy Extension Definition Linkbase Document	 	
101.LAB	 	XBRL Taxonomy Label Linkbase Document	 	
101.PRE	 	XBRL Taxonomy Presentation Linkbase Document	 	

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

 	(2)	 	Incorporated by reference herein to the exhibits to the Company’s Annual Report on Form 10-K filed July 1, 2015 (File No. 001-33261).	
 
 	(3)	 	Incorporated by reference herein to the exhibits to the Company’s Registration Statement on Form S‑1 (File No. 333‑137658).	
 
 	(4)	 	Incorporated by reference to the exhibits to the Company’s Form 8‑K filed on October 5, 2011 (File No. 001‑33261).	
 
 	(5)	 	Incorporated by reference herein to the exhibits to the Company’s Current Report on Form 8‑K filed July 28, 2010 (File No. 001‑33261).	
 
 	(6)	 	Incorporated by reference herein to the exhibits on the Company’s Annual Report on Form 10‑K filed June 29, 2007 (File No. 001‑33261).	
 
 	(7)	 	Incorporated by reference herein to the exhibits to the Company’s Annual Report on Form 10‑K filed June 26, 2008 (File No. 001‑33261).	
 
 	(8)	 	Incorporated by reference herein to the exhibits to the Company's Quarterly Report on Form 10-Q filed December 9, 2015 (File No. 001-33261).	
 
 	(9)	 	Incorporated by reference herein to the exhibits to the Company’s Quarterly Report on Form 10‑Q filed March 5, 2014 (File No. 001‑33261).	
 
 	(10)	 	Incorporated by reference herein to the exhibits to the Company’s Annual Report on Form 10‑K filed on June 21, 2011 (File No. 001‑33261).	
 
 	(11)	 	Incorporated by reference herein to the exhibits to the Company’s Quarterly Report on Form 10‑Q filed November 27, 2013 (File No. 001‑33261).	
 
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 	(12)	 	Incorporated by reference herein to the exhibits to the Company’s Current Report on Form 8‑K filed February 5, 2015 (File No. 001‑33261).	
 
 	(13)	 	Incorporated by reference herein to the exhibits to the Company's Current Report on Form 8-K filed July 7, 2015 (File No. 001-33261).	
 
 	(14)	 	Incorporated by reference herein to the exhibits to the Company's Quarterly Report on Form 10-Q filed March 9, 2016 (File No. 001-33261).	
 
 	(15)	 	Incorporated by reference herein to the exhibits to the Company's Current Report on Form 8-K filed May 4, 2016 (File No. 001-33261).	
 
†Confidential treatment has been granted for portions of this exhibit.
 
#Indicates management contract or compensatory plan.
 
(c)Not applicable.
 
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SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 	AEROVIRONMENT, INC.	
 	 	
Date: June 28, 2016	 	/s/ Wahid Nawabi	
 	By:	Wahid Nawabi	
 	Its:	Chief Executive Officer and President	
 	 	(Principal Executive Officer)	
 
POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each of the persons whose signature appears below hereby constitutes and appoints Wahid Nawabi and Raymond Cook, each of them acting individually, as his attorney‑in‑fact, each with full power of substitution, for him in any and all capacities, to sign any and all amendments to this Annual Report on Form 10‑K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys‑ in‑fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming our signatures as they may be signed by our said attorney‑in‑fact and any and all amendments to this Annual Report on Form 10‑K.
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Name	 	Title	 	Date	
 	 	 	 	 	
/s/ Wahid Nawabi	 	President and Chief	 	June 28, 2016	
Wahid Nawabi	 	Executive Officer and Director	 	 	
 	 	(Principal Executive Officer)	 	 	
 	 	 	 	 	
/s/ Raymond D. Cook	 	Chief Financial Officer (Principal	 	June 28, 2016	
Raymond D. Cook	 	Financial and Accounting Officer)	 	 	
 	 	 	 	 	
/s/ Timothy E. Conver	 	Chairman	 	June 28, 2016	
Timothy E. Conver	 	 	 	 	
 	 	 	 	 	
/s/ Edward R. Muller	 	Director	 	June 28, 2016	
Edward R. Muller	 	 	 	 	
 	 	 	 	 	
/s/ Arnold L. Fishman	 	Director	 	June 28, 2016	
Arnold L. Fishman	 	 	 	 	
 	 	 	 	 	
/s/ Stephen F. Page	 	Director	 	June 28, 2016	
Stephen F. Page	 	 	 	 	
 	 	 	 	 	
/s/ Charles R. Holland	 	Director	 	June 28, 2016	
Charles R. Holland	 	 	 	 	
 	 	 	 	 	
/s/ Catharine Merigold	 	Director	 	June 28, 2016	
Catharine Merigold	 	 	 	 	
 	 	 	 	 	
/s/ Charles Thomas Burbage	 	Director	 	June 28, 2016	
Charles Thomas Burbage	 	 	 	 	
 
105

Exhibit 10.1
[FORM OF]
INDEMNIFICATION AGREEMENT
THIS AGREEMENT is made as of March 23, 2016, by and between AeroVironment, Inc., a Delaware corporation (the “Company”), and [__________] (“Indemnitee”), an officer, director or Agent (as defined below) of the Company.
RECITALS
WHEREAS, the Board of Directors of the Company (the “Board”) seeks to attract and retain highly qualified individuals to serve as officers, directors and Agents of the Company;
WHEREAS, directors, officers, and other persons in service to corporations or business enterprises may be subjected to expensive and time-consuming litigation relating to, among other things, the Company and its business and operations, and highly qualified individuals may be more reluctant to serve publicly held corporations as directors, as officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;
WHEREAS, the Board has determined that, to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities, and while the furnishing of such insurance has been a customary and widespread practice among United States-based corporations and other business enterprises, there is no assurance that such insurance will be available to the Company in the future on the same terms as currently apply to such coverage;
WHEREAS, the Delaware General Corporate Law (“DGCL”) permits, and the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) requires to the extent permitted by applicable law, the indemnification of officers and directors of the Company and other persons serving at the request of the Company as an officer or director of another entity;
WHEREAS, the Certificate of Incorporation requires, and the DGCL permits, the advancement of expenses to current and former officers and directors in advance of final disposition of an action, suit or proceeding;
WHEREAS, the Certificate of Incorporation permits the Company to provide rights to indemnification and advancement of expenses to employees and agents of the Company similar to those conferred in the Certificate of Incorporation to officers and directors;
WHEREAS, the Certificate of Incorporation and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby provide or contemplate that contracts may be entered into between the Company and members of the

 

Board and officers and Agents with respect to indemnification of such persons;
WHEREAS, the Board has determined that it is in the best interests of the Company’s stockholders that the Company facilitate its ability to attract and retain highly qualified individuals to serve as directors, officers and Agents by contractually obligating itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent possible so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified;
WHEREAS, this Agreement is a supplement to and in furtherance of the Certificate of Incorporation and bylaws of the Company (the “Bylaws”) and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and
WHEREAS, Indemnitee does not regard the protection available under the Company’s Certificate of Incorporation, Bylaws and insurance adequate in the present circumstances and may not be willing to serve, or to continue to serve, as an officer, director or Agent without adequate protection, and the Company desires Indemnitee to serve, or to continue to serve, in such capacity, and. Indemnitee is willing to serve, to continue to serve and to take on additional service for or on behalf of the Company on the condition that Indemnitee be so indemnified;
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:
1. SERVICES TO THE COMPANY. Indemnitee will serve or continue to serve, at the will of the Company, as an officer, director or Agent of the Company for so long as Indemnitee is duly elected or appointed or until Indemnitee tenders Indemnitee’s resignation in writing. This Agreement shall not be deemed to be an employment contract between the Company (or any of its subsidiaries or any Enterprise (as defined below)) and Indemnitee. Notwithstanding the foregoing, this Agreement shall continue in force after Indemnitee has ceased to serve as an officer, director or Agent of the Company, as provided in Section 15 of this Agreement.
2. DEFINITIONS. As used in this Agreement:
 	a.	 	“Agent” shall mean any person who is or was a director, officer, or employee of the Company or a subsidiary of the Company or other person authorized by the Company to act for the Company, serving in such capacity as a director, officer, employee, fiduciary or other official of another corporation, partnership, limited liability company, joint venture, trust or other enterprise at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the Company.	

 	b.	 	“Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:	
(i) Acquisition of Stock by Third Party. Any Person (as defined below) is or
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becomes the Beneficial Owner (as defined below), directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities, unless the change in relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors;
(ii) Change in Board of Directors. During any period of two consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Sections 2(b)(i), 2(b)(iii) or 2(b)(iv)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two- thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board;
(iii) Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 51% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;
(iv) Liquidation. The approval by the shareholders of the Company of a complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; or
(v) Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined below), whether or not the Company is then subject to such reporting requirement.
 	c.	 	“Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; provided, however, that Person shall exclude (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (iii) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company.	
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 	d.	 	“Beneficial Owner” shall have the meaning given to such term in Rule 13d-3 under the Exchange Act; provided, however, that Beneficial Owner shall exclude any Person otherwise becoming a Beneficial Owner by reason of the shareholders of the Company approving a merger of the Company with another entity.	

 	e.	 	 “Corporate Status” describes the status of a person who is or was a director, officer, employee or Agent of the Company or of any other corporation, limited liability company, partnership or joint venture, trust, or other enterprise which such person is or was serving at the request of the Company.	

 	f.	 	“Disinterested Director” shall mean a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.	

 	g.	 	“Enterprise” shall mean the Company and any other corporation, limited liability company, partnership, joint venture, trust, or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, partner, managing member, employee, Agent or fiduciary.	

 	h.	 	“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.	

 	i.	 	“Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts and other professionals, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, ERISA excise taxes and penalties, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also shall include (i) Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent and (ii) for purposes of Section 13(d) of this Agreement only, Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.	

 	j.	 	 “Good Faith” shall mean Indemnitee having acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, having had no reasonable cause to believe Indemnitee’s conduct was unlawful.	

 	k.	 	“Independent Counsel” shall mean a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither is, nor in the past five years has	
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been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification under this Agreement. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to in this Section 2(i) and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or such counsel’s engagement pursuant hereto.
 	l.	 	“Other enterprise” shall include employee benefit plans;	

 	m.	 	“Fines” shall include any excise tax assessed with respect to any employee benefit plan;	

 	n.	 	“Serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company that imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.	

 	o.	 	“Proceeding” shall include any threatened, pending or completed action, suit, claim, counterclaim, cross claim, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative, legislative, or investigative (formal or informal) nature, including without limitation any appeal thereof, in which Indemnitee was, is or will be involved as a party, potential party, non-party witness, or otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any action taken by Indemnitee (or failure to take action by Indemnitee) or of any action (or failure to act) on Indemnitee’s part while acting pursuant to Indemnitee’s Corporate Status, in each case whether or not serving in such capacity at the time any liability or Expense is incurred for which indemnification, reimbursement, or advancement of Expenses can be provided under this Agreement.	
3. INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines and amounts paid in settlement (including all interest, assessments and other charges
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paid or payable in connection with or in respect of such Expenses, judgments, fines and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in Good Faith. The parties intend that this Agreement shall provide to the fullest extent permitted by applicable law for indemnification in excess of that expressly permitted by statute, including without limitation any indemnification provided by the Certificate of Incorporation, the Bylaws, vote of the Company’s disinterested directors, vote of the Company’s stockholders or applicable law.
4. INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with the defense or settlement of such Proceeding or any claim, issue or matter therein, if Indemnitee acted in Good Faith. No indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that the Delaware Court of Chancery or the court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.
5. INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL.  Notwithstanding any other provisions of this Agreement, to the fullest extent permitted by applicable law and to the extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee is not wholly successful in such Proceeding, the Company also shall indemnify Indemnitee against all Expenses reasonably incurred in connection with or related to a claim, issue or matter to the fullest extent permitted by law, related to any claim, issue, or matter on which Indemnitee was successful. For purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.
6. INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the fullest extent permitted by applicable law and to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness or otherwise asked to participate in any Proceeding to which Indemnitee is not a party, Indemnitee shall be
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indemnified against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.
7. ADDITIONAL INDEMNIFICATION.
 	a.	 	Notwithstanding any limitation in Sections 3, 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct that constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in Good Faith or which involves intentional misconduct or a knowing violation of law.	

 	b.	 	For purposes of Sections 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to:	
(i) to the fullest extent permitted by a provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL, and
(ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.
8. EXCLUSIONS. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnification payment in connection with any claim made against Indemnitee:
 	a.	 	for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;	

 	b.	 	for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of the Exchange Act, or similar provisions of state statutory law or common law, or (ii) any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (as defined in Section 2(b)) (including any such reimbursements that rise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and	
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sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act); or
 	c.	 	except as provided in Section 13(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including without limitation any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Company is expressly required by law to make the indemnification, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, or (iii) the Proceeding was authorized by the Board.	
9. ADVANCES OF EXPENSES. Notwithstanding any provision of this Agreement to the contrary (other than Section 13(d)), the Company shall advance to the extent not prohibited by law, the Expenses incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee, and such advancement shall be made within 15 days after the receipt by the Company of a statement or statements requesting such advances from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest-free. Advances shall be made without regard to Indemnitee’s ability to repay the expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. In accordance with Section 13(d) of this Agreement, advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Indemnitee shall qualify for advances solely upon the execution and delivery to the Company of an undertaking providing that Indemnitee undertakes to repay the amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. This Section 9 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 8.
10. PROCEDURE FOR NOTIFICATION AND DEFENSE OF CLAIM.
 	a.	 	Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. The written notification to the Company shall include a description of the nature of the Proceeding and the facts underlying the Proceeding. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification, not later than 30 days after the final disposition of such Proceeding. The omission by Indemnitee to notify the Company hereunder will not relieve the Company from any liability which it may have to Indemnitee otherwise than under this Agreement (unless the omission harms or prejudices the Company). The Secretary of the Company shall, promptly upon receipt of	
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such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.
 	b.	 	The Company will be entitled to participate in the Proceeding at its own expense. 	
11. PROCEDURE UPON APPLICATION FOR INDEMNIFICATION.
 	a.	 	Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 10(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within 10 days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Company will promptly advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied.	

 	b.	 	If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 11(a) hereof, the Independent Counsel shall be selected as provided in this Section 11(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within 10 days after such written notice of selection shall have been given, deliver to the	
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Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 20 days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition The Delaware Chancery Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 11(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 13(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).
12. PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.
 	a.	 	In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 10(a) of this Agreement, and the Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.	

 	b.	 	Subject to Section 13(e) of this Agreement, if the person, persons or entity empowered or selected under Section 11 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within 60 days after	
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receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation or information relating thereto; and provided, further, that the foregoing provisions of this Section 12(b) shall not apply (i) if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 11(a) of this Agreement and if (A) within 15 days after receipt by the Company of the request for such determination the Board has resolved to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within 75 days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within 15 days after such receipt for the purpose of making such determination, such meeting is held for such purpose within 60 days after having been so called and such determination is made thereat, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 11(a) of this Agreement.
 	c.	 	The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.	

 	d.	 	For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the officers or directors of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Enterprise. The provisions of this Section 12(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.	

 	e.	 	The knowledge or actions, or failure to act, of any director, officer, trustee, partner,	
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managing member, fiduciary, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.
13. REMEDIES OF INDEMNITEE.
 	a.	 	Subject to Section 13(e) of this Agreement, if (i) a determination is made pursuant to Section 11 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 11(a) of this Agreement within 90 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 5, 6, 7 or the last sentence of Section 11(a) of this Agreement within 10 days after receipt by the Company of a written request therefor, (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within 10 days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) if the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee under this Agreement, Indemnitee shall be entitled to an adjudication by a court of Indemnitee’s entitlement to such indemnification or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 13(a); provided, however, that the foregoing clause shall not apply in respect of a proceeding brought by Indemnitee to enforce Indemnitee’s rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.	

 	b.	 	If a determination shall have been made pursuant to Section 11(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 13 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 13, the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.	

 	c.	 	If a determination shall have been made pursuant to Section 11(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 13, absent (i) a misstatement by Indemnitee of a material fact, or an omission of	
12

 

a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.
 	d.	 	The Company shall, to the fullest extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 13 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. It is the intent of the Company that, to the fullest extent permitted by law, Indemnitee not be required to incur legal fees or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee under this Agreement. The Company shall, to the fullest extent permitted by law, indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within 10 days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company if, in the case of indemnification, Indemnitee is wholly successful on the underlying claims; if Indemnitee is not wholly successful on the underlying claims, then such indemnification shall be only to the extent Indemnitee is successful on such underlying claims or otherwise as permitted by law, whichever is greater.	

 	e.	 	Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.	
14. NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION.
 	a.	 	The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation, the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Certificate of Incorporation, Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and	
13

 

every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.
 	b.	 	To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents of the Enterprise, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee or agent under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms of this Agreement, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of that claim or of the commencement of a Proceeding, as the case may be, to the insurers in accordance with the procedures set forth in the applicable policy or policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of the proceeding in accordance with the terms of the policy or policies.	

 	c.	 	In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.	

 	d.	 	The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder), if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.	

 	e.	 	The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, trustee, partner, managing member, fiduciary, employee or agent of any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses from such other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise.	
15. DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later of: (a) 10 years after the date that Indemnitee shall have ceased to serve as a director or officer of the Company; or (b) 1 year after the final termination of any Proceeding then pending in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any proceeding commenced by Indemnitee pursuant to Section 13 of this Agreement relating thereto. The indemnification and advancement of expenses rights provided
14

 

by or granted pursuant to this Agreement shall be binding on and be enforceable by the parties to this Agreement and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or of any other Enterprise, and shall inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.
16. SEVERABILITY. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses, but not for the total amount thereof, the Company shall indemnify Indemnitee for the portion to which Indemnitee is entitled.
17. ENFORCEMENT.
 	a.	 	The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director or officer of the Company.	

 	b.	 	This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws and applicable law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.	
18. MODIFICATION AND WAIVER. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.
19. NOTICE BY INDEMNITEE. Indemnitee agrees promptly to notify the Company in writing
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upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise.
20. NOTICES. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed (c) mailed by reputable overnight courier and receipted for by the party to whom said notice or other communication shall have been directed or (d) sent by facsimile transmission with receipt by oral confirmation that that such transmission has been received:
 	a.	 	If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide to the Company.	

 	b.	 	If to the Company to:	
AeroVironment, Inc.
Attention: General Counsel
900 Innovators Way
Simi Valley, CA 93065
or to any other address as may have been furnished to Indemnitee by the Company.
21. CONTRIBUTION. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (a) the relative benefits received by the Company and Indemnitee as a result of the event(s) or transaction(s) giving cause to such Proceeding; and (b) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) or transaction(s).
22. APPLICABLE LAW. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 10(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court
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in any other country, (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (c) appoint, to the extent such party is not otherwise subject to service or process in a resident of the State of Delaware, Corporation Service Company, as its agent in the State of Delaware for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware, (d) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.
23. IDENTICAL COUNTERPARTS. This Agreement may be executed in one or two counterparts, each of which shall for all purposes be deemed to be an original but both of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.
24. MISCELLANEOUS. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and year first above written.
 	 	
AEROVIRONMENT, INC.	 	

By:	 	
Title: 	 	

INDEMNITEE	 	

By:	 	
Address:	 	 	

 
17

Exhibit 10.30
 
AMENDED AND RESTATED SEVERANCE PROTECTION AGREEMENT
 
This AMENDED AND RESTATED SEVERANCE PROTECTION AGREEMENT (this “Agreement”) dated as of May 2, 2016, is by and between AeroVironment, Inc., a Delaware corporation (the “Company”), and Wahid Nawabi (the “Executive”).
 
PURPOSE
 
The Board of Directors of the Company (the “Board”) recognizes that executives can be concerned about the possibility of a Change in Control (as hereinafter defined) of the Company and that the perceived threat or occurrence of a Change in Control may result in the distraction of its key management personnel because of the uncertainties inherent in such a situation.
 
The Board has determined that it is essential and in the best interests of the Company and its stockholders to retain the services of the Executive in the event of the threat or occurrence of a Change in Control and to ensure the Executive’s continued dedication and efforts in such event without undue concern for the Executive’s personal financial and employment security.
 
The Company and Executive entered into a Severance Protection Agreement dated as of December 10, 2015 (the “Prior Agreement”) to induce the Executive to remain in the employ of the Company, particularly in the event of the threat or occurrence of a Change in Control, and to provide the Executive with certain benefits in the event the Executive’s employment is terminated as a result of, or in connection with, a Change in Control or, under certain circumstances, apart from a Change in Control.
 
The Company and Executive desire to enter into this Agreement to amend and restate the Prior Agreement in its entirety as hereinafter provided due to Executive’s appointment as Chief Executive Officer of the Company effective as of the date of this Agreement.
 
NOW, THEREFORE, in consideration of the respective agreements of the parties contained herein, it is agreed as follows:
 
SECTION 1.     Definitions.
 
For purposes of this Agreement, the following terms have the meanings set forth below:
 
“Accrued Compensation” means an amount which includes all amounts earned or accrued by the Executive through and including the Termination Date but not paid to the Executive on or prior to such date, including (a) all base salary, (b) reimbursement for all reasonable and necessary expenses incurred by the Executive on behalf of the Company during the period ending on the Termination Date, (c) all vacation, and (d) all bonuses and incentive compensation (other than the Pro Rata Bonus).
 
“Base Salary Amount” means the greater of the Executive’s annual base salary (a) at the rate in effect on the Termination Date or (b) if the Executive’s termination occurs within eighteen months following a Change in Control, at the highest rate in effect at any time during the 180-day period prior to a Change in Control, and will include all amounts of the Executive’s base salary that are deferred under any qualified or non-qualified employee benefit plan of the Company or any other agreement or arrangement.
 
“Beneficial Owner” has the meaning as used in Rule 13d-3 promulgated under the Securities Exchange Act. The terms “Beneficially Owned” and “Beneficial Ownership” each have a correlative meaning.
 
“Board” means the Board of Directors of the Company.
 
“Bonus Amount” means the annual target bonus established and payable to the Executive pursuant to any annual bonus or incentive plan maintained by the Company in respect of the fiscal year in which the Termination Date occurs (or actual annual bonus paid or payable in respect of the most recently completed fiscal year if the Termination Date occurs prior to the establishment of an annual target bonus for the fiscal year in which the Termination Date occurs). Bonus Amount includes only the short-term incentive portion of the annual bonus and does not include restricted stock

 

awards, options or other long-term incentive compensation awarded to the Executive.
 
“Cause” for the termination of the Executive’s employment with the Company will be deemed to exist if (a) the Executive has been convicted for committing an act of fraud, embezzlement, theft or other act constituting a felony (other than traffic related offenses or as a result of vicarious liability), (b) the Executive willfully engages in illegal conduct or gross misconduct that is significantly injurious to the Company; however, no act or failure to act, on the Executive’s part shall be considered “willful” unless done or omitted to be done, by the Executive not in good faith and without reasonable belief that his or her action or omission was in the best interest of the Company or (c) failure to perform his or her duties in a reasonably satisfactory manner after the receipt of a notice from the Company detailing such failure if the failure is incapable of cure, and if the failure is capable of cure, upon the failure to cure such failure within 30 days of such notice or upon its recurrence.
 
“Change in Control” of the Company means, and shall be deemed to have occurred upon, any of the following events:
 
(a) The acquisition by any Person of Beneficial Ownership of twenty-five percent (25%) or more of the outstanding voting power; provided, however, that the following acquisitions shall not constitute a Change in Control for purposes of this subparagraph (a): (A) any acquisition directly from the Company; (B) any acquisition by the Company or any of its Subsidiaries; (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Subsidiaries; or (D) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subparagraph (c) below; or
 
(b) Individuals who at the beginning of any two year period constitute the Board (the “Incumbent Board ”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual who becomes a director of the Company during such two year period and whose election, or whose nomination for election by the Company’s stockholders, to the Board was either (i) approved by a vote of at least a majority of the directors then comprising the Incumbent Board or (ii) recommended by a nominating committee comprised entirely of directors who are then Incumbent Board members shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act), other actual or threatened solicitation of proxies or consents or an actual or threatened tender offer; or
 
(c) Consummation of a reorganization, merger, or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “ Business Combination ”), in each case unless following such Business Combination, (i) all or substantially all of the Persons who were the Beneficial Owners, respectively, of the outstanding shares and outstanding voting securities immediately prior to such Business Combination own, directly or indirectly, more than fifty percent (50%) of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the Company, as the case may be, of the entity resulting from the Business Combination (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the outstanding voting securities (provided, however, that for purposes of this clause (i) any shares of common stock or voting securities of such resulting entity received by such Beneficial Owners in such Business Combination other than as the result of such Beneficial Owners’ ownership of outstanding shares or outstanding voting securities immediately prior to such Business Combination shall not be considered to be owned by such Beneficial Owners for the purposes of calculating their percentage of ownership of the outstanding common stock and voting power of the resulting entity); (ii) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from the Business Combination) beneficially owns, directly or indirectly, twenty-five percent (25%) or more of the combined voting power of the then outstanding voting securities of such entity resulting from the Business Combination unless such Person owned twenty-five percent (25%) or more of the outstanding shares or outstanding voting securities immediately prior to the Business Combination; and (iii) at least a majority of the members of the Board of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or the action of the Board, providing for such Business Combination; or
 
(d) Approval by the Company’s stockholders of a complete liquidation or dissolution of the Company.
 
For purposes of clause (c), any Person who acquires outstanding voting securities of the entity resulting from the Business Combination by virtue of ownership, prior to such Business Combination, of outstanding voting securities of

 

both the Company and the entity or entities with which the Company is combined shall be treated as two Persons after the Business Combination, who shall be treated as owning outstanding voting securities of the entity resulting from the Business Combination by virtue of ownership, prior to such Business Combination of, respectively, outstanding voting securities of the Company, and of the entity or entities with which the Company is combined.
 
In addition, if a Change in Control constitutes a payment event with respect to any payment under Section 3 of this Agreement which constitutes a deferral of compensation and is subject to Code Section 409A, the transaction or event described above with respect to such payment must also constitute a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5) to the extent required by Code Section 409A.
 
“Code” means the Internal Revenue Code of 1986, as amended.
 
“Code Section 409A” has the meaning set forth in Section 18.
 
“Company” means AeroVironment, Inc., a Delaware corporation, or by another direct or indirect Subsidiary of AeroVironment, Inc.  The term “ Company ” when referring to the employment relationship and the compensation or benefits related thereto shall include the employer of Executive as the context requires.
 
“Continuation Period” has the meaning set forth in Section 3.1(b)(iii).
 
“Disability” means the status of disability determined conclusively by the Company based upon certification of disability by the Social Security Administration or upon such other proof as the Company may reasonably require, effective upon receipt of such certification or other proof by the Company.
 
“Full Release” means a written release, in a form satisfactory to the Company (and similar to the Agreement set forth in  Exhibit A  (with such changes as may be reasonably required to such form to help ensure its enforceability in light of any changes in applicable law) pursuant to which the Executive fully and completely releases the Company from all claims that the Executive may have against the Company (other than any claims that may or have arisen under this Agreement).   The Executive’s Full Release must become effective in accordance with its terms prior to the date that is thirty (30) days following the Termination Date (including the expiration of any revocation period thereunder without the Executive’s revocation of the Full Release).
 
“Good Reason” means the occurrence of any of the events or conditions described in clauses (a) through (d) hereof, without the Executive’s prior written consent:
 
(a)(i) any material adverse change in the Executive’s authority, duties or responsibilities (including reporting responsibilities) from the Executive’s authority, duties or responsibilities as in effect at any time within three months preceding the date of the Change in Control or at any time thereafter, or (ii) in the case of an Executive who is an executive officer of the Company a significant portion of whose responsibilities relate to the Company’s status as a public company, the failure of such Executive to continue to serve as an executive officer of a public company, in each case except in connection with the termination of the Executive’s employment for Disability, Cause, as a result of the Executive’s death or by the Executive other than for Good Reason;
 
(b) a material reduction in Executive’s base salary;
 
(c) the imposition of a requirement that the Executive be based at any place outside a 60-mile radius from the Executive’s principal place of employment immediately prior to the Change in Control except for reasonably required travel on Company business which is not materially greater in frequency or duration than prior to the Change in Control; or
 
(d) any material breach by the Company of any provision of this Agreement.
 
Notwithstanding anything to the contrary in this Agreement, no termination will be deemed to be for Good Reason hereunder unless (i) the Executive provides written notice to the Company identifying the applicable event or condition within 90 days of the occurrence of the event or the initial existence of the condition, and (ii) the Company fails to remedy the event or condition within a period of 30 days following such notice.
 
“LTIP Amount” means the sum of the amounts that the Executive would receive pursuant to each outstanding Long-Term Incentive Plan Award assuming that the target amount for each such award had been earned.

 

“Notice of Termination” means a written notice from the Company or the Executive of the termination of the Executive’s employment which indicates the specific termination provision in this Agreement relied upon and which sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated.
 
“Person” has the meaning as defined in Section 3(a)(9) of the Securities Exchange Act and used in Section 13(d) or 14(d) of the Securities Exchange Act, and will include any “group” as such term is used in such sections.
 
“Pro Rata Bonus” means an amount equal to the target or actual Bonus Amount multiplied by a fraction, the numerator of which is the number of days elapsed in the then-current fiscal year through and including the Termination Date and the denominator of which is 365.
 
“Securities Exchange Act” means the Securities Exchange Act of 1934, as amended.
 
“Subsidiary” means any corporation with respect to which another specified corporation has the power under ordinary circumstances to vote or direct the voting of sufficient securities to elect a majority of the directors.
 
“Successor” means a corporation or other entity acquiring all or substantially all the assets and business of the Company, whether by operation of law, by assignment or otherwise.
 
“Termination Date” means (a) in the case of the Executive’s death, the Executive’s date of death, (b) in the case of the termination of the Executive’s employment with the Company by the Executive for Good Reason, the date the Company’s 30-day cure period expires without a cure of the underlying event or condition constituting Good Reason, and (c) in all other cases, the date specified in the Notice of Termination; provided that if the Executive’s employment is terminated by the Company for Cause or due to Disability, the date specified in the Notice of Termination will be at least 30 days after the date the Notice of Termination is given to the Executive. Notwithstanding anything to the contrary herein, to the extent necessary to comply with or secure an exemption from Code Section 409A, an Executive’s employment shall not be considered to have terminated unless the executive has experienced a “separation from service,” as defined in Code Section 409A and the regulations thereunder.
 
SECTION 2.     Term of Agreement.
 
The term of this Agreement (the “Term”) will commence on the date of this Agreement, and will continue in effect until December 31, 2018; provided that in the event a Change in Control occurs during the Term, the Term will be extended to the date 18 months after the date of the occurrence of such Change in Control.
 
SECTION 3.     Termination of Employment.
 
3.1 If, during the Term, the Executive’s employment with the Company is terminated within 18 months following a Change in Control, the Executive will be entitled to the following compensation and benefits:
 
(a) If the Executive’s employment with the Company is terminated (i) by the Company for Cause, (ii) by reason of Disability, (iii) by reason of the Executive’s death or (iv) by the Executive other than for Good Reason, the Company will pay to the Executive the Accrued Compensation and, if such termination is by reason of the Executive’s Disability or the Executive’s death, a Pro Rata Bonus.
 
(b) If the Executive’s employment with the Company is terminated by the Company without Cause or by the Executive for Good Reason, the Executive will be entitled to the following:
 
(i) the Company will pay the Executive all Accrued Compensation and a Pro Rata Bonus;
 
(ii) subject to the Executive providing the Company with a Full Release and complying with his or her obligations under Section 6, the Company will pay the Executive as severance pay, and in lieu of any further compensation for periods subsequent to the Termination Date, in a single payment an amount in cash equal to 1.5 times the sum of (A) the Base Salary Amount, (B) the Bonus Amount and (C) the LTIP Amount;
 
(iii) subject to the Executive providing the Company with a Full Release and complying with his or her obligations under Section 6, the Company will, for a period of 12 months (the “ Continuation Period ”), at its expense provide to the Executive and the Executive’s dependents and beneficiaries the same or equivalent life insurance, disability, medical, dental, and hospitalization benefits (the “ Continuation Period Benefits ”) provided to other similarly situated executives who continue in the employ of the Company during the Continuation Period (“ similarly situated

 

executives”). The obligations of the Company to provide the Executive and the Executive’s dependents and beneficiaries with the Continuation Period Benefits shall not restrict or limit the Company’s right to terminate or modify the benefits made available by the Company to its similarly situated executives or other employees and following any such termination or modification, the Continuation Period Benefits that Executive (and the Executive’s dependents and beneficiaries) shall be entitled to receive shall be so terminated or modified. If any of the Company’s insurance benefits are self-funded as of the Termination Date, or if the Company cannot provide the foregoing insurance benefits in a manner that is exempt from Code Section 409A (as defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the insurance benefits as set forth above, the Company shall instead pay to the Executive the Executive’s monthly premium amount for such benefits (determined by reference to the premiums in effect immediately prior to the Termination Date) as a taxable monthly payment for the Continuation Period (or any remaining portion thereof).  The Company’s obligation hereunder with respect to the foregoing benefits will be limited to the extent that the Executive becomes eligible to obtain any such benefits pursuant to a subsequent employer’s benefit plans, in which case the Company may reduce the coverage of any benefits it is required to provide the Executive hereunder as long as the coverages and benefits of the combined benefit plans are no less favorable to the Executive than the coverages and benefits required to be provided hereunder. This Section 3.1(b)(iii) will not be interpreted so as to limit any benefits to which the Executive or the Executive’s dependents or beneficiaries may be entitled under any of the Company’s employee benefit plans, programs or practices following the Executive’s termination of employment, including the Company’s commitment to provide certain retirement health benefits to Executive and his spouse upon his retirement described in the Company’s proxy statement;
 
(iv) the Company shall provide the Executive with outplacement services suitable to the Executive’s position for a period of 12 months following the Termination Date or, if earlier, until the first acceptance by the Executive of an offer of employment; and
 
(v) the acceleration of vesting, exercisability and other similar benefits under award agreements regarding options to purchase Company stock, restricted stock, restricted stock units or other equity compensation awards granted to or otherwise applicable to Executive effective as of the Termination Date. You expressly acknowledge and agree that any equity award agreement(s) between you and the Company evidencing your outstanding equity compensation awards are hereby amended to the extent necessary to reflect the terms and conditions of this Section 3.1(b)(v), and that this Agreement supersedes any contrary provision of any such equity compensation award agreement(s) with respect to the subject matter of this Section 3.1(b)(v).
 
The benefits set forth in subsections (iii) and (iv) above and Section 3.3(a)(iii) below, shall be subject to the following conditions and restrictions: (1) the payment or provision of a benefit in any particular year shall not (except as may be provided in the medical, dental and hospitalization plans in which the Executive participates) affect the benefits to be provided in any other year, (2) to the extent the Executive is entitled to reimbursement of any expenses, the reimbursement shall be made no later than the Executive’s taxable year following the taxable year in which the expense was incurred, and (3) no right to reimbursement or in-kind benefits may be subject to liquidation or exchange for any other benefit.
 
(c) The amounts provided for in Section 3.1(a) and Sections 3.1(b)(i) and (ii) will be paid in a single lump sum cash payment by the Company to the Executive thirty days after the Termination Date (or such earlier date as may be required under applicable law with respect to the Accrued Compensation).
 
(d) The Executive will not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, and no such payment will be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment, except as specifically provided in Section 3.1(b)(iii) and 3.1(b)(iv).
 
3.2 Notwithstanding anything in this Agreement to the contrary, if, the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, and a Change in Control occurs prior to the earlier of (a) the date that is three (3) months following the Termination Date or (b) the February 14 of the calendar year following the calendar year in which the Termination Date occurs, the Executive will be entitled to the amounts provided for in Sections 3.1(b) above; provided, however, that the amounts payable pursuant to Section 3.1(b)(ii) that are in excess of the amounts to which the Executive is entitled pursuant to Section 3.3 below as a result of such termination will be paid in a single lump sum cash payment by the Company to the Executive thirty days after the later of (i) the Termination Date or (ii) the Change in Control; and provided, further, that the equity compensation award acceleration pursuant to Section 3.1(b)(v) shall be effective on the later of (i) the Termination Date or (ii) the Change in Control.

 

3.3   (a)    If, during the Term, the Executive’s employment with the Company is (i) terminated by the Company for any reason other than Cause or by the Executive for Good Reason  and  not within 18 months following a Change in Control, (ii) terminated  by reason of Disability, or (iii) terminated by reason of the Employee’s death, the Executive will be entitled to the following:
 
(i) the Company will pay the Executive all Accrued Compensation and a Pro Rata Bonus;
 
(ii) subject to the Executive providing the Company with a Full Release and complying with his or her obligations under Section 6, the Company will pay the Executive as severance pay, and in lieu of any further compensation for periods subsequent to the Termination Date, in a single payment an amount in cash equal to the Base Salary Amount; and
 
(iii) subject to the Executive providing the Company with a Full Release and complying with his or her obligations under Section 6, the Company will, for the Continuation Period, at its expense provide to the Executive and the Executive’s dependents and beneficiaries the Continuation Period Benefits provided to similarly situated executives. The obligations of the Company to provide the Executive and the Executive’s dependents and beneficiaries with the Continuation Period Benefits shall not restrict or limit the Company’s right to terminate or modify the benefits made available by the Company to its similarly situated executives or other employees and following any such termination or modification, the Continuation Period Benefits that Executive (and the Executive’s dependents and beneficiaries) shall be entitled to receive shall be so terminated or modified.  If any of the Company’s insurance benefits are self-funded as of the Termination Date, or if the Company cannot provide the foregoing insurance benefits in a manner that is exempt from Code Section 409A (as defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the insurance benefits as set forth above, the Company shall instead pay to the Executive the Executive’s monthly premium amount for such benefits (determined by reference to the premiums in effect immediately prior to the Termination Date) as a taxable monthly payment for the Continuation Period (or any remaining portion thereof).  The Company’s obligation hereunder with respect to the foregoing benefits will be limited to the extent that the Executive becomes eligible to obtain any such benefits pursuant to a subsequent employer’s benefit plans, in which case the Company may reduce the coverage of any benefits it is required to provide the Executive hereunder as long as the coverages and benefits of the combined benefit plans are no less favorable to the Executive than the coverages and benefits required to be provided hereunder. This Section 3.3(a)(iii) will not be interpreted so as to limit any benefits to which the Executive or the Executive’s dependents or beneficiaries may be entitled under any of the Company’s employee benefit plans, programs or practices following the Executive’s termination of employment, including the Company’s commitment to provide certain retirement health benefits to Executive and his spouse upon his retirement described in the Company’s proxy statement;
 
(b)    The amounts provided for in Section 3.3(a)(i) and (ii) will be paid in a single lump sum cash payment by the Company to the Executive thirty days after the Termination Date (or such earlier date as may be required under applicable law with respect to the Accrued Compensation).
 
(c)    The Executive will not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, and no such payment will be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment, except as specifically provided in Section 3.3(a)(iii).
 
3.4 Except as otherwise noted herein, the compensation to be paid to the Executive pursuant to this Agreement will be in lieu of any similar severance or termination compensation (i.e., compensation based directly on the Executive’s annual salary or annual salary and bonus) to which the Executive may be entitled under this Agreement, any other Company severance or termination agreement, plan, program, policy, practice or arrangement. The Executive’s entitlement to any compensation or benefits of a type not provided in this Agreement will be determined in accordance with the Company’s employee benefit plans and other applicable programs, policies and practices as in effect from time to time.
 
SECTION 4.     Notice of Termination. Following a Change in Control, any purported termination of the Executive’s employment by the Company will be communicated by a Notice of Termination to the Executive. For purposes of this Agreement, no such purported termination will be effective without such Notice of Termination.
 
SECTION 5.     Excise Tax Adjustments.
 
5.1 In the event Executive becomes entitled to receive the benefits provided pursuant to this Agreement, and the

 

Company determines that such benefits (the “Total Payments”) will be subject to the tax (the “ Excise Tax ”) imposed by Section 4999 of the Code, or any similar tax that may hereafter be imposed, the Company shall compute the “ Net After-Tax Amount ,” and the “ Reduced Amount ,” and shall adjust the Total Payments as described below. The Net After-Tax Amount shall mean the present value of all amounts payable to the Executive hereunder, net of all federal income, excise and employment taxes imposed on the Executive by reason of such payments. The Reduced Amount shall mean the largest aggregate amount of the Total Payments that if paid to the Executive would result in the Executive receiving a Net After-Tax Amount that is equal to or greater than the Net After-Tax Amount that the Executive would have received if the Total Payments had been made. If the Company determines that there is a Reduced Amount, the Total Payments will be reduced to the Reduced Amount. Such reduction to the Total Payments shall be made by first reducing or eliminating any cash severance benefits, then by reducing or eliminating any accelerated vesting of stock options, then by reducing or eliminating any accelerated vesting of other equity awards, then by reducing or eliminating any other remaining Total Payments, in each case in reverse order beginning with the payments which are to be paid the farthest in time from the date of the transaction triggering the Excise Tax.
 
5.2 For purposes of determining whether the Total Payments will be subject to the Excise Tax and the amounts of such Excise Tax and for purposes of determining the Reduced Amount and the Net After-Tax Amount:
 
(a) Any other payments or benefits received or to be received by the Executive in connection with a Change in Control of the Company or the Executive’s termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement, or agreement with the Company, or with any individual, entity, or group of individuals or entities (individually and collectively referred to in this subsection (a) as “ Persons ”) whose actions result in a change in control of the Company or any Person affiliated with the Company or such Persons) shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of a tax advisor selected by the Company and reasonably acceptable to the Executive (“ Tax Counsel ”), such other payments or benefits (in whole or in part) should be treated by the courts as representing reasonable compensation for services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code), or otherwise not subject to the Excise Tax;
 
(b) The amount of the Total Payments that shall be treated as subject to the Excise Tax shall be equal to the lesser of (i) the total amount of the Total Payments; or (ii) the amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying clause (a) above);
 
(c) In the event that the Executive disputes any calculation or determination made by the Company, the matter shall be determined by Tax Counsel, the fees and expenses of which shall be borne solely by the Company; and
 
(d) The Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Change in Control of the Company occurs, and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive’s residence on the effective date of the Change in Control of the Company, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes, taking into account the reduction in itemized deduction under Section 68 of the Code.
 
SECTION 6.     Covenants.
 
(a)    During the Continuation Period pursuant to which the Executive receives the benefits pursuant to Section 3.1(b)(iii) or Section 3.3(b)(iii), the Executive covenants and agrees as follows:
 
(i) the Executive agrees to comply with his or her obligations under the Patent and Confidentiality Agreement that he or she entered into with the Company;
 
(i) the Executive acknowledges that the Executive has knowledge of confidential and proprietary information concerning the current salary, benefits, skills, and capabilities of Company employees and that it would be improper for the Executive to use such Company proprietary information in any manner adverse to the Company’s interests. The Executive agrees that he or she will not recruit or solicit for employment, directly or indirectly, any employee of the Company during the Continuation Period; and
 
(iii) the Executive agrees not to make, directly or indirectly, any oral or written public statements that are disparaging of, or are intended to disparage, discredit or injure, the Company, the products and services it offers or

 

any of its partners, affiliates, successors, assigns, including any of its present or former officers, directors, partners, agents, or employees.
 
(b)    The Company agrees to pay to the Executive all cash compensation to which the Executive is entitled from the Company by the applicable payment date specified in any agreement with the Company or applicable law.  Any failure to pay any such cash compensation by the Company shall constitute a material breach of this Agreement by the Company.
 
SECTION 7.     Successors; Binding Agreement.
 
This Agreement will be binding upon and will inure to the benefit of the Company and its Successors, and the Company will require any Successors to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place.  The Company’s failure to obtain, as contemplated by this Section 7, an agreement from any Successor to assume and agree to perform this Agreement shall constitute a material breach of this Agreement by the Company.  Neither this Agreement nor any right or interest hereunder will be assignable or transferable by the Executive or by the Executive’s beneficiaries or legal representatives, except by will or by the laws of descent and distribution. This Agreement will inure to the benefit of and be enforceable by the Executive’s legal representatives.
 
SECTION 8.     Fees and Expenses.
 
The Company will pay as they become due all legal fees and related expenses (including the costs of experts) incurred by the Executive, in good faith, in (a) contesting or disputing, any such termination of employment and (b) seeking to obtain or enforce any right or benefit provided by this Agreement or by any other plan or arrangement maintained by the Company under which the Executive is or may be entitled to receive benefits. If the dispute is resolved by a final decision of an arbitrator pursuant to Section 15 in the favor of the Company, the Executive shall reimburse the Company for all such legal fees and related expenses (including costs of experts) paid by the Company on behalf of the Executive. To the extent necessary to comply with Code Section 409A, any reimbursements pursuant to this Section 8 shall be paid to the Executive on or before the last day of the Executive’s taxable year following the taxable year in which the related expense was incurred. Such reimbursements are not subject to liquidation or exchange for another benefit and the amount of such benefits and reimbursements that the Executive receives in one taxable year shall not affect the amount of such benefits or reimbursements that the Executive receives in any other taxable year.
 
SECTION 9.     Notice.
 
For the purposes of this Agreement, notices and all other communications provided for in the Agreement (including the Notice of Termination) will be in writing and will be deemed to have been duly given (i) when personally delivered, (ii) upon acknowledgment of receipt when sent by e-mail or other electronic transmission (excluding acknowledgements generated automatically without an affirmative act by the recipient), or (iii) when sent by certified mail, return receipt requested, postage prepaid, addressed to the respective addresses last given by each party to the other, provided that all notices to the Company will be directed to the attention of the Board with a copy to the Secretary of the Company. All notices and communications will be deemed to have been received on the date of delivery thereof or on the third business day after the mailing thereof, except that notice of change of address will be effective only upon receipt.
 
SECTION 10.     Dispute Concerning Termination.
 
If prior to the Termination Date (as determined without regard to this Section 10), the party receiving the Notice of Termination notifies the other party that a dispute exists concerning the termination, the Termination Date shall be extended until the earlier of (i) the date on which the Term ends or (ii) the date on which the dispute is finally resolved, either by mutual written agreement of the parties or by a final judgment, order or decree of an arbitrator or a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected); provided, however, that the Termination Date shall be extended by a notice of dispute given by the Executive only if such notice is given in good faith and the Executive pursues the resolution of such dispute with reasonable diligence; provided, further, that the foregoing extension shall not apply to the extent it would cause the payments or benefits under this Agreement to fail to be exempt from, or to fail to comply with, Code Section 409A and would result in the imposition of additional taxes on the Executive with respect to such payments under Code Section 409A.

 

SECTION 11.     Compensation During Dispute.
 
If a purported termination occurs and during the Term and the Termination Date is extended in accordance with Section 10 hereof, the Company shall continue to pay the Executive the full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, salary) and continue the Executive as an employee and a participant in all compensation, benefit and insurance plans in which the Executive was participating when the Notice of Termination was given, until the Termination Date, as determined in accordance with Section 10 hereof. Amounts paid under this Section 11 are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement or otherwise.
 
SECTION 12.     Nonexclusivity of Rights.
 
Nothing in this Agreement will prevent or limit the Executive’s continuing or future participation in any benefit, bonus, incentive or other plan or program provided by the Company for which the Executive may qualify, nor will anything herein limit or reduce such rights as the Executive may have under any other agreements with the Company (except for any severance or termination agreement). Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan or program of the Company will be payable in accordance with such plan or program, except as specifically modified by this Agreement.
 
SECTION 13.     No Set-Off.
 
The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder will not be affected by any circumstances, including any right of set-off, counterclaim, recoupment, defense or other right which the Company may have against the Executive or others, except for any obligation under the Dodd Frank Act or similar provisions of applicable law to recoup incentive-based compensation erroneously paid to the Executive following a required accounting restatement as reflected in the Company’s existing Compensation Recoupment Policy (as such policy may be in effect from time to time) or the terms of any other recoupment, clawback or similar policy of the Company as it may be in effect from time to time.
 
SECTION 14.     Miscellaneous.
 
No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreement or representation, oral or otherwise, express or implied, with respect to the subject matter hereof has been made by either party which is not expressly set forth in this Agreement.
 
SECTION 15.     Governing Law and Binding Arbitration.
 
This Agreement will be governed by and construed and enforced in accordance with the laws of the State of California without giving effect to the conflict of laws principles thereof. All disputes relating to this Agreement, including its enforceability, shall be resolved by final and binding arbitration before an arbitrator appointed by the Judicial Arbitration and Mediation Service (JAMS), in accordance with the rules and procedures of arbitration under the Company’s Dispute Resolution Program, attached hereto as  Exhibit C , with the arbitration to be held in Simi Valley, California. Judgment upon the award may be entered in any court having jurisdiction thereof.
 
SECTION 16.     Severability.
 
The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof.
 
SECTION 17.     Entire Agreement.
 
This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior agreements, if any, understandings and arrangements, oral or written, between the parties hereto with respect to severance protection.
 
SECTION 18.     Code Section 409A.
 
It is intended that any amounts payable under this Agreement shall either be exempt from or comply with Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) (“ Code

 

Section 409A”) so as not to subject the Executive to payment of any interest or additional tax imposed under Code Section 409A and any ambiguities herein will be interpreted to ensure that such payments and benefits be so exempt or, if not so exempt, comply with Section 409A of the Code. To the extent that any amount payable under this Agreement would trigger the additional tax, penalty or interest imposed by Code Section 409A, this Agreement shall be modified to avoid such additional tax, penalty or interest yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Executive. If the Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the Termination Date, the Executive shall not be entitled to any payment or benefit pursuant to Section 3.1(b) until the earlier of (i) the date which is six months after the Termination Date, or (ii) the date of the Executive’s death. The provisions of this Section 18 shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Code Section 409A. Any amounts otherwise payable to the Executive upon or in the six month period following the Executive’s Termination Date that are not so paid by reason of this Section 18 shall be paid (without interest) as soon as practicable (and in all events within five days) after the date that is six months after the Executive’s Termination Date (or, if earlier, as soon as practicable, and in all events within five days, after the date of the Executive’s death). Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409(A) of the Code.
 
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first above written.

 	AEROVIRONMENT, INC.	

 	/s/ Douglas Scott	
 	Name:  Douglas Scott	
 	Title:    Senior Vice President and General Counsel	

 	EXECUTIVE	
 	 	
 	/s/ Wahid Nawabi	
 	Wahid Nawabi	

 

Exhibit A
 
RELEASE OF ALL CLAIMS AND POTENTIAL CLAIMS
 
1.     This Release of All Claims and Potential Claims (“Release”) is entered into by and between                       (“              ”) and AeroVironment, Inc., a Delaware corporation (hereinafter the “ Company ”).                        and the Company have previously entered into a Severance Protection Agreement dated                (“ Severance Agreement ”). In consideration of the promises made herein and the consideration due                under the Severance Agreement, this Release is entered into between the parties.
 
2.      (a) The purposes of this Release are to settle completely and release the Company, its individual and/or collective officers, directors, stockholders, agents, parent companies, subsidiaries, affiliates, predecessors, successors, assigns, employees (including all former employees, officers, directors, stockholders and/or agents), attorneys, representatives and employee benefit programs (including the trustees, administrators, fiduciaries and insurers of such programs) (referred to collectively as “ Releasees ”) in a final and binding manner from every claim and potential claim for relief, cause of action and liability of any and every kind, nature and character whatsoever, known or unknown, that                has or may have against Releasees arising out of, relating to or resulting from any events occurring prior to the execution of this Release, including but not limited to any claims and potential claims for relief, causes of action and liabilities arising out of, relating to or resulting from the employment relationship between                and the Company and its subsidiaries, affiliates and predecessors, and/or the termination of that relationship including any and all claims and rights under the Age Discrimination in Employment Act, and any personal gain with respect to any claim arising under the  qui   tam  provisions of the False Claims Act, 31 U.S.C. 3730, but excluding any rights or benefits to which                is entitled under the Severance Agreement.
 
(b) This is a compromise settlement of all such claims and potential claims, known or unknown, and therefore this Release does not constitute either an admission of liability on the part of                and the Company or an admission, directly or by implication, that                and/or the Company, its subsidiaries, affiliates or predecessors, have violated any law, rule, regulation, contractual right or any other duty or obligation. The parties hereto specifically deny that they have violated any law, rule, regulation, contractual right or any other duty or obligation.
 
(c) This Release is entered into freely and voluntarily by              and the Company solely to avoid further costs, risks and hazards of litigation and to settle all claims and potential claims and disputes, known or unknown, in a final and binding manner.
 
3.     For and in consideration of the promises and covenants made by              to the Company and the Company to              , contained herein,                and the Company have agreed and do agree as follows:
 
(a)              waives, releases and forever discharges Releasees from any claims and potential claims for relief, causes of action and liabilities, known or unknown, that [he/she] has or may have against Releasees arising out of, relating to or resulting from any events occurring prior to the execution of this Release, including but not limited to any claims and potential claims for relief, causes of action and liabilities of any and every kind, nature and character whatsoever, known or unknown, arising out of, relating to or resulting from the employment relationship between               and the Company and its subsidiaries, affiliates and predecessors, and the termination of that relationship including any and all claims and rights under the Age Discrimination in Employment Act, and any personal gain with respect to any claim arising under the  qui tam  provisions of the False Claims Act, 31 U.S.C. 3730 but excluding any rights or benefits to which                is entitled under the Severance Agreement. In addition, this Release does not cover, and nothing in this Release shall be construed to cover, any claim that cannot be so released as a matter of applicable law.
 
(b)              agrees that [he/she] will not directly or indirectly institute any legal proceedings against Releasees before any court, administrative agency, arbitrator or any other tribunal or forum whatsoever by reason of any claims and potential claims for relief, causes of action and liabilities of any and every kind, nature and character whatsoever, known or unknown, arising out of, relating to or resulting from any events occurring prior to the execution of this Release, including but not limited to any claims and potential claims for relief, causes of action and liabilities arising out of, relating to or resulting from the employment relationship between                and the Company and its subsidiaries, affiliates and predecessors, and/or the termination of that relationship including any and all claims and rights under the Age Discrimination in Employment Act.
 
(c)              is presently unaware of any injuries that [he/she] may have suffered as a result of working at the

 

Company or its subsidiaries, affiliates or predecessors, and has no present intention of filing a workers’ compensation claim. Should any such claim arise in the future,                waives and releases any right to proceed against the Company or its subsidiaries, affiliates or predecessors, for such a claim.                also waives any right to bring any disability claim against the Company or its subsidiaries, affiliates or predecessors, or its or their carriers.
 
4. As a material part of the consideration for this Agreement,             and [his/her] agents and attorneys, agree to keep completely confidential and not disclose to any person or entity, except immediate family, attorney, accountant, or tax preparers, or in response to a court order or subpoena, the terms and/or conditions of this Release and/or any understandings, agreements, provisions and/or information contained herein or with regard to the employment relationship between                and the Company and its subsidiaries, affiliates and predecessors.
 
5. Any dispute, claim or controversy of any kind or nature, including but not limited to the issue of arbitrability, arising out of or relating to this Release, or the breach thereof, or any disputes which may arise in the future, shall be settled in a final and binding before an arbitrator appointed by the Judicial Arbitration and Mediation Service in accordance with the rules and procedures of arbitration under the Company’s Dispute Resolution Program attached as Exhibit C to the Severance Agreement. The prevailing party shall be entitled to recover all reasonable attorneys’ fees, costs and necessary disbursements incurred in connection with the arbitration proceeding. Judgment upon the award may be entered in any court having jurisdiction thereof.
 
6. It is further understood and agreed that              has not relied upon any advice whatsoever from the Company and/or its attorneys individually and/or collectively as to the taxability, whether pursuant to Federal, State or local income tax statutes or regulations, or otherwise, of the consideration transferred hereunder and that [he/she] will be solely liable for all of [his/her] tax obligations.                understands and agrees that the Company or its subsidiaries, affiliates or predecessors, may be required by law to report all or a portion of the amounts paid to [him/her] and/or [his/her] attorney in connection with this Release to federal and state taxing authorities.                waives, releases, forever discharges and agrees to indemnify, defend and hold the Company harmless with respect to any actual or potential tax obligations imposed by law.
 
7.              acknowledges that [he/she] has read, understood and truthfully completed the Business Ethics and Conduct Disclosure Statement attached hereto as Exhibit B.
 
8. It is further understood and agreed that Releasees and/or their attorneys shall not be further liable either jointly and/or severally to                and/or [his/her] attorneys individually or collectively for costs and/or attorneys fees, including any provided for by statute, nor shall                and/or [his/her] attorneys be liable either jointly and/or severally to the Company and/or its attorneys individually and/or collectively for costs and/or attorneys’ fees, including any provided for by statute.
 
9.              understands and agrees that if the facts with respect to which this Release are based are found hereafter to be other than or different from the facts now believed by [him/her] to be true, [he/she] expressly accepts and assumes the risk of such possible difference in facts and agrees that this Release shall be and remain effective notwithstanding such difference in facts.
 
10.              understands and agrees that there is a risk that the damage and/or injury suffered by              may become more serious than [he/she] now expects or anticipates.                expressly accepts and assumes this risk, and agrees that this Release shall be and remains effective notwithstanding any such misunderstanding as to the seriousness of said injuries or damage.
 
11.              understands and agrees that if [he/she] hereafter commences any suit arising out of, based upon or relating to any of the claims and potential claims for relief, cause of action and liability of any and every kind, nature and character whatsoever, known or unknown, [he/she] has released herein,                agrees to pay Releasees, and each of them, in addition to any other damages caused to Releasees thereby, all attorneys’ fees incurred by Releasees in defending or otherwise responding to said suit.
 
12. It is further understood and agreed that this Release shall be binding upon and will inure to the benefit of              ’s spouse, heirs, successors, assigns, agents, employees, representatives, executors and administrators and shall be binding upon and will inure to the benefit of the individual and/or collective successors and assigns of Releasees and their successors, assigns, agents and/or representatives.
 
13. This Release shall be construed in accordance with and governed for all purposes by the laws of the State of California.

 

14.              agrees that [he/she] will not seek future employment with, nor need to be considered for any future openings with the Company, any division thereof, or any subsidiary or related corporation or entity.
 
15.             and Releasees waive all rights under Section 1542 of the California Civil Code, which section has been fully explained to them by their respective legal counsel and which they fully understand, and any other similar provision or the law of any other state or jurisdiction. Section 1542 provides as follows:
 
A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.
 
16. Notwithstanding anything in this Agreement to the contrary,             does not waive, release or discharge any rights to indemnification for actions occurring through [his/her] affiliation with the Company or its subsidiaries, affiliates or predecessors, whether those rights arise from statute, corporate charter documents or any other source nor does              waive, release or discharge any right               may have pursuant to any insurance policy or coverage provided or maintained by the Company or its subsidiaries, affiliates or predecessors.
 
17. If any part of this Agreement is found to be either invalid or unenforceable, the remaining portions of this Agreement will still be valid.
 
18. This Agreement is intended to release and discharge any claims of             under the Age Discrimination and Employment Act. To satisfy the requirements of the Older Workers’ Benefit Protection Act, 29 U.S.C. section 626(f), the parties agree as follows:
 
 	A.	            acknowledges that [he/she] has read and understands the terms of this Agreement.	
 
 	B.	            acknowledges that [he/she] has been advised in writing to consult with an attorney, if desired, concerning this Agreement and has received all advice [he/she] deems necessary concerning this Agreement.	
 
 	C.	            acknowledges that [he/she] has been given twenty-one (21) days to consider whether or not to enter into this Agreement, has taken as much of this time as necessary to consider whether to enter into this Agreement, and has chosen to enter into this Agreement freely, knowingly and voluntarily.	
 
 	D.	             For a seven day period following the execution of this Agreement, _______ may revoke this Agreement by delivering a written revocation to at the Company. This Agreement shall not become effective and enforceable until the revocation period has expired.	
 
19.             acknowledges that [he/she] has been encouraged to seek the advice of an attorney of [his/her] choice with regard to this Release. Having read the foregoing, having understood and agreed to the terms of this Release, and having had the opportunity to and having been advised by independent legal counsel, the parties hereby voluntarily affix their signatures.
 
20. This Agreement is to be interpreted without regard to the draftsperson. The terms and intent of the Agreement shall be interpreted and construed on the express assumption that all parties participated equally in its drafting.
 
21. This Release constitutes a single integrated contract expressing the entire agreement of the parties hereto. Except for the Severance Agreement, which defines certain obligations on the part of both parties, and this Release, there are no agreements, written or oral, express or implied, between the parties hereto, concerning the subject matter herein.

 	
 	 	
Dated:                     , 20	 	

[Signature]	 	

[Print Name]	 	
 	 	 	
Its:	 	 	

 

EXHIBIT B
 
CODE OF BUSINESS CONDUCT AND ETHICS
 
DISCLOSURE STATEMENT
 
Are you aware of any illegal or unethical practices or conduct anywhere within AeroVironment, Inc. or its subsidiaries, affiliates or predecessors (the “ Company ”) (including, but not limited to, improper charging practices, or any violations of the Company’s Code of Business Conduct and Ethics

Yes ☐	No ☐	
 
(Your answer to all questions on this form will not have any bearing on the fact or terms of your Release with the Company.)
 
If the answer to the preceding question is “yes,” list here, in full and complete detail, all such practices or conduct. (Use additional pages if necessary.)

 

Have any threats or promises been made to you in connection with your answers to the questions on this form?

Yes ☐	No ☐	
 
If “yes,” please identify them in full and complete detail. Also, notify the Company’s General Counsel at 805 581-2198 ext. 2694 immediately.

 

 
 
I declare under penalty of perjury, under the laws of the State of California and of the United States, that the foregoing is true and correct.
 
Executed this                of                     , 20__   

 

EXHIBIT C
 
ARBITRATION
 
Capitalized terms not defined in this Exhibit C (this “Exhibit”) are defined in the Severance Protection Agreement (the “ Award Agreement ”) with respect to which this Exhibit C is a part.  AeroVironment, Inc., a Delaware corporation (the “ Company ”), and  Participant  agree as follows. Participant’s execution of the Award Agreement constitutes acceptance of these terms:
 
1.Agreement to Arbitrate Disputes.
 
The Company, on behalf of itself and its employees, and the Participant, on behalf of him or herself and any assistant(s) employed or utilized by the Participant, agree to resolve any and all timely and legally cognizable past, present and future controversies, disputes or claims of any nature in any way arising out of or relating to the Plan or the Award Agreement or the relationship between the parties (hereinafter, a “ Claim ” or “ Claims ”), by mandatory, binding, individual arbitration.  This agreement to arbitrate covers claims of any nature, whether at law or equity, statute or common law.
 
2.Mandatory Dispute Resolution Process Prior to Arbitration.
 
Each party shall notify the other of any dispute arising under Paragraph 1 of this Exhibit prior to filing a claim in arbitration.  The Company will notify the Participant of such dispute by informing the Participant in writing at the Company’s office where the Participant is primarily headquartered (or at the Participant’s last known address if no longer employed by the Company).  The Participant will notify the Company of any dispute in writing addressed to the attention of General Counsel.  Within a reasonable period of time, the parties shall meet informally, either in person or by telephone to attempt to resolve the dispute in good faith.
 
3.Arbitration Procedural Rules
 
In the event the parties are unable to resolve their dispute under Paragraph 2 of this Exhibit, either party may initiate an arbitration under the then-current JAMS’ Streamlined or Comprehensive Arbitration Rules and Procedures.  The applicable arbitral rules are available for review at www.jamsadr.com (under the Rules/Clauses tab).
 
3.1.    The parties will make reasonable efforts to agree upon a mutually satisfactory arbitrator chosen from the JAMS panels.  If the parties are unable to agree upon an arbitrator, the Company will request from JAMS a list of qualified arbitrators.  The parties will then select an arbitrator in accordance with JAMS Streamlined or Comprehensive Arbitration Rules and Procedures.  Unless otherwise mutually agreed, the arbitrator shall be a practicing attorney with at least 15 years of experience and at least five years of experience as an arbitrator.
 
3.2.    The Company and the Participant agree that the arbitration will be conducted by a single arbitrator in the JAMS office (as applicable) closest to Simi Valley, California (or such other location as is mutually agreed to by the parties).
 
3.3.    The nature of the substantive claims asserted will determine which body of substantive laws will apply.  In the event that there is a dispute regarding which substantive laws apply, the arbitrator shall decide that issue.
 
3.4.    The parties agree that all proceedings before the arbitrator will remain confidential between the parties, including but not limited to any depositions, discovery, pleadings, exhibits, testimony, or award.  The parties will inform third parties (including witnesses) necessary to the proceeding that

 

the proceeding is confidential, and use reasonable efforts to secure that individual’s agreement to maintain such confidentiality.  The requirement of confidentiality, however, will not apply in the event that either party seeks to confirm an arbitral award and enter a judgment thereon in an appropriate court, or if any such arbitral award is appealed to an appropriate court.
 
4.Injunctive or Other Interim Relief.
 
The Company or the Participant may apply to the arbitrator seeking injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved.  Either party also may, without waiving any remedy under this Paragraph 4, seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights of that party, pending the establishment of the arbitral tribunal (or pending the arbitral tribunal’s determination of the merits of the controversy).
 
5.Remedies, Written Decision, Fees.
 
Final resolution of any dispute through arbitration may include any remedy or relief available under applicable law.  At the conclusion of the arbitration, if either party requests, the arbitrator will issue a written decision that sets forth the essential findings and conclusions upon which the arbitrator’s award or decision is based.  Any costs unique to arbitration (such as the costs of the arbitrator and room fees) will be paid by the Company and the parties will otherwise bear their own fees and costs, including attorneys’ fees and expert fees.  The Company and the Participant acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or related to the Plan and the Award Agreement or their relationship.  A successful party may make application to the arbitrator for an award of fees and/or costs and the arbitrator may award such fees and costs consistent with applicable law.
 
6.Class Action Waiver.
 
The Company and the Participant agree that all Claims pursued against each other will be on an individual basis.  To that end, the Company and the Participant hereby waive their right to commence, to become a party to, or to remain a participant in, any group, representative, class, collective, or hybrid class/collective action in any court, arbitration proceeding, or any other forum, against the other.  The parties agree that any claim by or against the Company or the Participant shall be heard in arbitration without joinder of parties or consolidation of such claim with any other person or entity’s claim, except as otherwise agreed to in writing by the Company and the Participant.
 
7.Right to Enforce or Challenge Class Action Waiver In Court.
 
All parties agree that this Exhibit does not limit any party’s right to initiate an action in state or federal court enforcing or challenging the enforceability of the group, representative, class, collective, or hybrid action waiver set forth herein.  If the Participant chooses to exercise that right, the Company will not retaliate against the Participant for doing so. The Company, however, reserves the right to oppose such a challenge to enforcement of this Exhibit.
 
8.Void if Class Action Waiver Void.
 
If the waivers in Paragraph 6 of this Exhibit are found to be unenforceable in their entirety for any reason in a case in which class action, representative action or similar allegations have been made, the remainder of this arbitration clause in this Exhibit shall also be void.  If, however, some, but not all, of the waivers in Paragraph 6 of this Exhibit are found to be unenforceable for any reason in a case in which class action, representative action or similar allegations have been made, the Participant’s individual claims shall be decided in arbitration.  Any class action, representative action or similar action as to which the class action

 

waiver in Paragraph 6 of this Exhibit is found to be unenforceable shall be decided in court and not in arbitration.
 
9.Application of FAA and Questions of Arbitrability.
 
The Company and the Participant agree that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“ FAA ”) governs the enforceability of any and all of the arbitration provisions in this Exhibit and judgment upon the award rendered by the arbitrator may be entered by any court of competent jurisdiction.  Questions related to procedures (including venue and choice of arbitrator), timeliness, and arbitrability (that is whether an issue is subject to arbitration under this Exhibit) shall be decided by the arbitrator, except any issues related to the enforceability of Paragraphs 6 and 7 shall be decided solely by a court of law having jurisdiction over the issue, and except as provided in Paragraphs 7 and 8.  Claims filed must be timely, i.e., within the time set by the applicable statute(s) of limitations.
 
10.Administrative Remedies.
 
The parties further agree that nothing in this Exhibit precludes any party from filing or participating in administrative proceedings before the California Unemployment Insurance Appeals Board, California Workers Compensation Appeals Board, California Labor Commissioner, California Division of Labor Standards Enforcement, the California Department of Fair Employment & Housing, or similar California or federal administrative agencies, to address alleged violations of law enforced by those agencies.  If the Participant exercises such administrative remedies, the Company will not retaliate against the Participant for doing so.  The Company, however, reserves the right to oppose any such administrative proceeding, including on the grounds that such agency(ies) lack jurisdiction over any dispute, because of the parties’ independent contractor relationship.  Notwithstanding the foregoing, to the extent permitted by law, if the Participant or the Company seeks to appeal any such administrative award to a court of competent jurisdiction and/or for a trial de novo in such a court, the Participant and the Company agree that that such appeal or trial de novo is subject to the binding arbitration requirement described above in this Exhibit.
 
11.The Participant Understands His/Her Agreement to Arbitrate.
 
The Participant represents and warrants that he/she understands the meaning and effect of the agreement to arbitrate and has been provided reasonable time and opportunity to consult with legal counsel regarding this agreement to arbitrate.

Exhibit 10.31
 
AEROVIRONMENT PROPRIETARY INFORMATION
 
STANDARD CONSULTING AGREEMENT
 
THIS AGREEMENT is executed and made effective as of January 01, 2016 (the “Effective Date”) between AeroVironment, Inc., a Delaware corporation, and its subsidiaries, with offices at 900 Innovators Way, Simi Valley, California 93065  (hereinafter referred to as “AV” or “Party”) and General Charles R. Holland, USAF, Retired, with offices at ________________, Phone: ____________, E-mail: ________________ (hereinafter referred to as “Consultant” or “Party”). AV and the Consultant will be collectively referred to as “the Parties.”
 
WHEREAS, Consultant is engaged in providing consulting services and investigating and solving, to the best of consultant’s ability, specific problems presented; and
 
WHEREAS, AV desires to have the services of Consultant (“Services”) made available to it on the terms and conditions hereinafter set forth;
 
NOW THEREFORE, in consideration of the mutual promises and other good and valuable consideration, receipt of which is hereby acknowledged by each Party, the Parties hereto agree as follows:
 
 	1.	 	Consulting Services.  During the period of this Agreement, Consultant agrees to perform Services in a consulting capacity on a general basis and on the particular individual projects assigned and accepted in accordance with the provisions hereof.  Consultant agrees to provide such Services for the compensation provided in Section 4 for each task, which are based on the hours worked on the task unless provided otherwise in the Task Order (as defined in Section 3).	
 
 	2.	 	Term.  Services will be performed between the Effective Date and December 31, 2016 (“Expiration Date”). This Agreement may be extended for additional increments of time by mutual written agreement between the Parties prior to the Expiration Date of the initial term or any extension thereof.  If the Parties do not execute such a written agreement, this Agreement will expire and automatically terminate as of the Expiration Date.	
 
 	3.	 	Task Orders.  AV shall submit any task, or of any task, upon which it desires the services of Consultant in the form of a written task order (“Task Order”) in sufficient detail which shall include: the Task Order number, the Project Number for inclusion on all invoices submitted, the nature and scope of the work to be performed, the time period for performance, the identity of the AV Task Manager, the rate paid for each hour of labor, and the not to exceed dollar value of the estimated labor, and allowable expenses for any material or travel expenditures anticipated by Consultant. If the compensation to be provided to Consultant is on a basis other than based on labor hours worked ( e.g.,  monthly retainer), the basis of that compensation must be detailed in the Task Order.  Attachment A  shall be the form of the Task Order.	
 
 	4.	 	Specified Cost.  Subject to the terms and conditions of this Agreement, AV shall pay Consultant the compensation due Consultant for Services performed by Consultant as provided in the Task Order relating to those Services.  AV shall have the right to specify in a Task Order that the cost to AV of a requested task not exceed the stated amount.  When so specified in the Task Order, Consultant shall  not  perform Services exceeding the amount specified for the task that may sometimes be referred to as “Effort”.  If it becomes apparent during the performance of a task that the cost for completion of the task will exceed the amount limited in the Task Order, Consultant shall advise AV as far in advance as reasonably possible so that consideration may be given to an increase in the amount specified for said task.  AV may then, in its sole discretion, do any of the following:	
 
 	i.	 	Authorize an increase in the amount of the Task Order to allow completion of the task, subject to Consultant’s right to decline;	
 
 	ii.	 	Request continuation of the task up to the original dollar amount specified, at which time Consultant shall submit to AV any work or materials resulting from the unfinished task; and	
 
 	iii.	 	Request immediate termination of the task, and cause Consultant to submit to AV any work or materials resulting from the unfinished task.	
Consultant Initial CRM     Date 2/3/16
AV Initial TC     Date 4/27/16

 

AEROVIRONMENT PROPRIETARY INFORMATION
 
 	5.	 	Right to Decline.  Consultant shall have the right to decline the acceptance of any task requested by AV in the event that such task conflicts with other activity of Consultant or for any other good and sufficient reason.  In such events, Consultant shall give AV notice in writing that it declines to accept such task within five (5) working days of receipt of such request.	
 
 	6.	 	Progress Reports.  Consultant is required by any Task Order to submit progress reports to AV, at reasonable intervals, but not more frequently than monthly unless otherwise specified in the Task Order, and in such a manner as is more specifically provided for and defined in each Task Order.	
 
 	7.	 	Invoices and Payment.  Consultant shall submit separate invoices monthly for each Task Order and such invoices shall include a breakdown of all charges and expenses, if any, incurred during the month together with the Project Number shown on the Task Order.  Invoices shall be due and payable within thirty (30) days after receipt by AV’s Accounts Payable Group.  Invoices shall be sent to the attention of the Accounts Payable Group; AeroVironment, Inc.,   via e-mail to acp@avinc.com, and also reference the Task Order Number as well as your organization’s name in the subject line or by mail to P.O. Box 5031, Monrovia, CA  91107.  Unless otherwise agreed at the time individual Task Orders are accepted, all payments shall be made in US dollars.	
 
 	8.	 	Confidential Information. It is recognized that in performing services covered by this Agreement the Consultant, including Consultant’s authorized subcontractors, may acquire from AV or AV’s representatives confidential information regarding the products, processes, operations, and present and contemplated activities of AV and/or its clients or customers. Such confidential information includes, but it not limited to, the existence of and terms of this Agreement, AV technical information included in or on tracings, drawings, field notes, calculations, specifications, legal, economic, business and engineering data and the like, and all information, documents and materials created by Consultant during the performance of the Services that reflect, include or incorporate in any way the confidential information disclosed by AV to the Consultant. Similarly, in connection with the Services performed by Consultant, Consultant may disclose information which it considers to be confidential to AV. Confidential information disclosed in writing by a Party to the other should be marked “confidential” or bear a similar marking. Confidential information disclosed orally by a Party to the other should be confirmed in writing within ten days of the oral disclosure. Consultant and AV each agree to hold in confidence, for a period of five (5) calendar years from the date of disclosure, all confidential information disclosed to a Party by the other Party, except for the following categories of Information:	
 
 	i.	 	Information, which at the time of disclosure is in the public domain;	
 
 	ii.	 	Information which, after its disclosure becomes part of the public domain by publication or otherwise through no fault of a Party, but in such case only after it is published or otherwise becomes part of the public domain;	
 
 	iii.	 	Information which a Party can show was in that Party’s possession at the time of its receipt from the other Party and which was not acquired, directly or indirectly, from the other Party; and	
 
 	iv.	 	Information which was received by a Party before or after the time of disclosure from a third party who did not require such Party to hold such information in confidence and who, to the best of that Party’s knowledge and belief, did not acquire it directly or indirectly from the other Party (including its clients) under an obligation of confidence.	
 
Consultant agrees that, with the exception of providing the Services contemplated by this Agreement, Consultant will not utilize AV confidential information covered by this Section for any purpose, including the development or expansion of Consultant’s technology or the technology of any third person or
2
 
Consultant Initial CRM     Date 2/3/16
AV Initial TC     Date 4/27/16

 

AEROVIRONMENT PROPRIETARY INFORMATION
 
entity, but Consultant shall be and remain free to exploit its own independent developments free of any obligation whatsoever to AV or its clients except as specifically set forth herein. 
 
Each Party acknowledges that it is aware, and agrees to advise its employees and other representatives who may receive confidential information under this Agreement that the United States securities laws prohibit a Party, its representatives or any person or entity who has received material, non-public information concerning the other Party, from purchasing or selling securities of the other Party or from communicating such information to any other person or entity under circumstances in which it is reasonably foreseeable that such person or entity is likely to purchase or sell securities of a Party.
 
 	9.	 	Proprietary Rights.  All materials prepared or developed by Consultant in the performance and completion of Task Orders hereunder, including documents, calculations, maps, sketches, notes, reports, data, models and samples, photographs including but not limited to digital photography, digital and film recordings in any media (including but not limited to digital and/or physical videotape and audiotape), and any and all inventions and copyrightable material contained therein, shall be and become the sole and exclusive property of AV without limitation, when first made or prepared, whether or not delivered to AV or whether such are subject to Consultant’s need to use in order to perform the tasks under this Agreement. Such materials, together with any materials furnished by AV to Consultant hereunder, shall be promptly delivered to AV upon request, and in any event upon completion or cancellation of this Agreement.  Consultant agrees to execute all documents and to take all steps requested by AV, at AV’s expense, which AV deems necessary or desirable to complete and perfect AV’s ownership and property rights in said inventions and copyrightable material. The Parties hereby agree that materials that are considered copyrights of the creator under this Agreement shall each and collectively be considered by the Parties a Work for Hire under the meaning of the U.S. Copyright Act of 1976, and the copyrights thereto shall be the sole property of AV.  Consultant hereby agrees, that upon request of AV, it will execute an assignment of such copyright or other intellectual property rights to further clarify the transfer of the copyright or other intellectual property rights to AV.	
 
Consultant shall contribute the use of the intellectual property identified in Attachment B of this Agreement to the project for the term of this Agreement unless a longer period of time is expressly agreed to in writing by the Parties.  Except as may otherwise be provided for in the Agreement, and in order to carry out the obligations under this Agreement, no right title or interest in the material described in Attachment B shall pass to AV or any other party by this contribution of use.
 
 	10.	 	Termination.  By ten (10) days prior written notice to the other, either AV or Consultant may terminate this Agreement at any time.  In the event of such termination, Consultant shall be entitled to payment, under the provisions of this Agreement, for all charges and expenses actually earned or incurred with respect to all Task Orders in effect up to the time of the termination.  Termination for failure of the other Party to perform shall not prejudice said Party in any respect with regard to pursuing its rights and remedies, or otherwise. Any provision of this Agreement that imposes an obligation that should reasonably be expected to extend after termination or expiration of this Agreement shall survive the termination or expiration of this Agreement.  Such provisions include but are not limited to Sections 8, 9, 13, 14, 16, and 28 herein.	
 
 	11.	 	Assignment.  Neither Party may assign this Agreement or any part thereof without the prior consent in writing of the other Party, which consent shall not be unreasonably withheld. The assignor shall remain responsible for its liabilities and obligations under this Agreement until an approved assignee has assumed such obligations.  When duly assigned in accordance with the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the assignee.	
3
 
Consultant Initial CRM     Date 2/3/16
AV Initial TC     Date 4/27/16

 

AEROVIRONMENT PROPRIETARY INFORMATION
 
 	12.	 	Subcontract.  Consultant may not subcontract any portion of any Task Order hereunder without the prior written consent of AV.	
 
 	13.	 	Warranty.  Consultant warrants that it shall perform Task Orders accepted hereunder using commercially best efforts and in conformance with recognized professional standards.	
 
 	14.	 	Indemnity.  Each Party shall such hold harmless and indemnify the other Party from and against all losses, damages, demands, claims, suits, and liabilities, including attorney fees and other expenses of litigation, arising out of or related to the performance or failure to perform their obligations under this Agreement; including agents, or employees, or permitted subcontractors.	
 
 	15.	 	Arbitration.    Any controversy or claim arising out of this Agreement, including any Task Order accepted hereunder, or alleged breach thereof, shall be subject to binding arbitration in the City of Los Angeles, California, in accordance with the rules of the American Arbitration Association, and a judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof. The prevailing party in the arbitration proceeding shall be entitled to recover from the non-prevailing party reasonable expenses, including without limitation reasonable attorneys' fees.	
 
 	16.	 	Governing Law.	
 
 	a)	 	In any arbitration pursuant to Section 15, the Parties agree that the law of the State of California shall govern the interpretation, construction and enforcement of this Agreement. In the event that any matter pertaining to this Agreement must be heard by a court and cannot be arbitrated in accordance with Section 15, each Party hereby irrevocably submits to the law of the State of California, excluding its conflicts of law principles, and the jurisdiction of the U.S. District Court for the Central District of California located in Los Angeles County, California, in any action or proceeding arising out of or relating to this Agreement, and each Party irrevocably agrees that all claims with respect to such action or proceeding shall be heard and determined in such District Court.	
 
 	b)	 	Each of the Parties hereto hereby waives any defense of lack of personal jurisdiction of said arbitration or courts and agrees that service of process in such action may be made upon each of them by mailing certified or registered mail to the other party at the address specified in Section 19.  In the event that any matter pertaining to this Agreement must be heard by a court and cannot be arbitrated in accordance with Section 15, both Parties hereby submit to the jurisdiction of the U.S. District Court for the Central District of California, to the exclusion of any other courts which might have had jurisdiction apart from this Section 16, and agree that the prevailing party shall be entitled to recover from the non-prevailing party reasonable expenses, including without limitation reasonable attorneys' fees.	
 
 	17.	 	Independent Contractor.  Nothing in this Agreement shall be deemed to constitute Consultant or any of Consultant’s employees or agents to be the agent, representative or employee of AV.  Consultant shall in all respects be an independent contractor and shall have responsibility for and control over the details and means of performing the Consulting Services and shall be subject to the directions of AV only with respect to the scope and general results required.  Consultant shall,  prior to the start of work  under this Agreement, provide AV with a fully executed W9 Form and other applicable tax forms including correct corporate name, EIN, and current address for use in meeting legal requirements for reporting all consulting agreements to the state of California and the Internal Revenue Service.	
4
 
Consultant Initial CRM     Date 2/3/16
AV Initial TC     Date 4/27/16

 

AEROVIRONMENT PROPRIETARY INFORMATION
 
 	18.	 	No Employee Benefits.  Consultant understands and agrees that AV will not classify Consultant as an AV employee.  Accordingly, Consultant shall not be entitled to any of the benefits provided to AV employees including, but not limited to stock options, health or retirement benefits, vacations, and paid holidays.  AV has not offered Consultant any such benefits or rights as an employee, and Consultant hereby waives any claim Consultant might otherwise have to them, even in the event that Consultant is reclassified as an AV employee.	
 
 	19.	 	Notice.  Any notice between the parties hereto required or permitted to be given under this Agreement shall be sufficient if in writing and sent by registered or certified mail, postage prepaid, or other delivery method, to the respective addresses set forth below or at such other address as either of the parties may from time to time designate in accordance with the provisions of this Section 19.	
 
AeroVironment, Inc.:	John Burkholder	
 	Senior Counsel	
 	900 Innovators Way  	
 	Simi Valley, CA 93065 USA	

 	Telephone:	+626-357-9983 ext. 4588	
 	Facsimile:	+626-359-1894	
 	E-Mail:	burkholder@avinc.com	
 	 	 	
Consultant:	General Charles R. Holland, USAF, Retired	

 	Telephone:	 	
 	E-Mail:	 	
 
 	20.	 	Subject Headings.  The subject headings in this Agreement have been used for the convenience of the parties and shall not be considered in any question of interpretation or construction of this Agreement.	
 
 	21.	 	Integration.  This Agreement contains the entire understanding between the Parties, and there are no understandings or representations not set forth or incorporated by reference herein.  No subsequent modifications of this Agreement shall be of any force or effect unless in writing and signed by both Parties hereto.	
 
 	22.	 	Facsimile/Email.    Each Party shall be authorized to rely upon the signatures of the other Party(ies) to this Agreement that are delivered by facsimile or email as constituting a duly authorized, irrevocable, actual delivery of this Agreement to be followed by original ink signatures of each person and entity.	
 
 	23.	 	Counterparts.  This Agreement may be executed in multiple counterparts, each of which will be deemed an original and all of which together will constitute a single Agreement.	
 
 	24.	 	Preparation of This Agreement.  The terms and provisions of this Agreement were arrived at after arm’s length negotiations, and therefore, for the purposes of interpreting this Agreement, each Party shall be deemed to have participated and cooperated equally in the drafting and preparation of this Agreement.  This Agreement shall not be interpreted against any Party in favor of any other Party due to its drafting.	
5
 
Consultant Initial CRM     Date 2/3/16
AV Initial TC     Date 4/27/16

 

AEROVIRONMENT PROPRIETARY INFORMATION
 
 	25.	 	Compliance with Laws.	
 
 	a)	 	Consultant will comply with all applicable laws, including applicable anti-bribery laws, and AV’s Code of Ethics and Business Integrity.  In addition, whether or not applicable to Consultant, it will comply with the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”), which prohibits corrupt offers of anything of value, either directly or indirectly, to a government official to obtain or keep business or to secure any other improper commercial advantage.	
 
 	b)	 	Consultant warrants and represents that it will not, directly or indirectly, offer, pay, give promise, or authorize the payment of any money, gift or anything of value to: (i) any Government Official (defined as any officer, employee or person acting in an official capacity for any government department, agency or instrumentality, including state-owned or -controlled companies, and public international organizations, as well as a political party or official thereof or candidate for political office), or (ii) any person while knowing or having reason to know that all or a portion of such money, gift or thing of value will be offered, paid or given, directly or indirectly, to any Government Official, for the purpose of (i) influencing an act or decision of the Government Official in his or her official capacity, (ii) inducing the Government Official to do or omit to do any act in violation of the lawful duty of such official, (iii) securing an improper advantage, or (iv) inducing the Government Official to use his influence to affect or influence any act or decision of a government or instrumentality, in order to assist AeroVironment or any of its affiliates in obtaining or retaining business.  Consultant represents and warrants that none of the Consultant’s officers, directors, or employees is currently an officer, agent or employee of a government department, agency or instrumentality nor a director, officer, employee or agent of a wholly or partially government-owned or controlled company or business.	
 
 	c)	 	In connection with the performance of obligations under its agreement(s) with the AV, Consultant will not provide any business courtesies that: (i) violate any laws or regulations; (ii) are lavish or extravagant; (iii) might reasonably be perceived as an attempt to improperly influence official action to gain or keep business on behalf of AV, or to otherwise gain an unfair business advantage for AV; (iv) are provided secretly to a Government Official; (v) are provided for the spouse, children, or any other family member of any Government Official; (vi) might embarrass, or reflect negatively on, the reputation of AV; or (vii) is a gift of cash or a cash equivalent ( e.g.,  gift cards or gift certificates).	
 
 	d)	 	In all actions undertaken on behalf of AV, Consultant will not, directly or indirectly, make any improper payment to any commercial counterparty to obtain or retain business or to secure an improper advantage.  In addition, no payment shall be made to anyone for any reason on behalf of or for the benefit of AV that is not properly and accurately recorded in the Consultant’s books and records, including amount, purpose and recipient, all of which shall be maintained with supporting documentation.	
 
 	e)	 	Consultant will not engage or retain any contractor, subcontractor, consultant, agent, representative or other third party (collectively, “Sub-Agents”) to work for, provide service or do anything in connection with the performance of AV’s obligations under its agreement(s) with AV without the prior written approval of AV and without first conducting sufficient due diligence to conclude with reasonable assurance that the Sub-Agent will conduct business ethically, in compliance with all applicable laws, including anti-bribery laws, and in compliance with the FCPA, whether or not applicable to such Sub-Agent.	
 
 	f)	 	The Consultant further agrees to participate and complete training sessions with respect to the requirements of anti-corruption laws as requested by AV and shall promptly confirm compliance with the requirements of this Section 25 at the request of AV.	
6
 
Consultant Initial CRM     Date 2/3/16
AV Initial TC     Date 4/27/16

 

AEROVIRONMENT PROPRIETARY INFORMATION
 
 	g)	 	AV may unilaterally stop work under this Agreement and/or suspend all payments to the Consultant as the result of any actual or apparent violation of the foregoing or for failure by the Consultant to promptly reaffirm, when requested, its compliance herewith. Should AV determine that any amounts payable to or the means of payment to the Consultant may be prohibited under applicable laws or under the provisions of a purchase order or contract awarded to AV, then and in such event, in addition to other available legal remedies, AV may suspend further payments to the Consultant, and the Parties shall meet to determine whether such payments may validly be paid.	
 
 	26.	 	Conflict of Interest.  Consultant warrants this Agreement does not at time of execution, nor shall it in the future, conflict with any other agreement existing with Consultant as a party nor any agreement anticipated to be entered into in the future by Consultant.  Consultant agrees to hold harmless AV in regard to any government or private party claim of such a conflict of interest.  Consultant shall timely and in advance of a conflict arising, make any disclosure necessary to AV to avoid the fact of or any impression that any such conflict exists or may soon exist.	
 
 	27.	 	Evidence Of Citizenship Or Immigrant Status.  AV is required to obtain information concerning citizenship or immigrant status of Consultant personnel or Consultant’s subcontractor personnel entering the premises of AV when such entry will require access to areas containing “technical data” or prior to disclosure of controlled data to Consultant.  Consultant agrees to furnish this information before entry to AV premises or prior to disclosure of AV controlled information and at any time thereafter before substituting or adding new personnel to work on AV’s premises or prior to receipt of AV controlled information as noted above. Information to be provided shall be in accordance with the requirements of  Attachment C  attached hereto.  If Consultant has similar restrictions on data, AV shall meet the same standard prior to any disclosures to AV personnel.  The Consultant also shall execute the Certificate of Compliance with US Trade Control Laws attached hereto as  Attachment D .	
 
 	28.	 	Export Control.	
 
 	a)	 	 The Consultant shall comply with all applicable U.S. export control laws and regulations and economic sanctions laws and regulations, specifically including but not limited to the International Traffic in Arms Regulations (“ITAR”), 22 C.F.R. 120  et seq .; the Export Administration Regulations, 15 C.F.R. 730‐774; and the Foreign Assets Control Regulations, 31 C.F.R. 500‐598 (collectively, "Trade Control Laws"). Without limiting the foregoing, the Consultant, in its work on behalf of the AV, shall not transfer any export controlled item, technical data, technology, or service, including transfers to any non-US persons, as that term is defined under the applicable Trade Control Laws, unless authorized in advance by an export license (such as Technical Assistance Agreement (TAA) or Manufacturing License Agreement (MLA), license exception or license exemption, collectively, "Export Authorization"), as required.	
 
 	b)	 	The Consultant hereby represents that neither Consultant nor any parent, subsidiary or affiliate of the Consultant is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals List administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”); Denied Parties List, Unverified List or Entity List maintained by the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”); the List of Statutorily Debarred Parties maintained by the U.S. Department of State’s Directorate of Defense Trade Controls; or the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, “Restricted Party Lists”). The Consultant shall immediately notify AV if the Consultant, or any parent, subsidiary or affiliate of the Consultant becomes listed on any Restricted Party List or if Consultant's privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. or non‐U.S. government entity or agency.	
7
 
Consultant Initial CRM     Date 2/3/16
AV Initial TC     Date 4/27/16

 

AEROVIRONMENT PROPRIETARY INFORMATION
 
 	c)	 	If the Consultant is a US person (wherever located), a non-US person located in the United States, or a non-US person located outside of the United States but that is owned or controlled by a US person, as those terms are defined under  t he applicable Trade Control Laws, and is engaged in the business of exporting, manufacturing (whether exporting or not) or brokering defense articles or furnishing defense services in its work for AV, the Consultant represents that it is and will continue to be registered with the US Department of State, Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITAR.   If applicable, the Consultant will provide a copy of its broker registration certificate to AV.	
 
 	d)	 	Where the Consultant is a party to or signatory under an AV Export Authorization, the Consultant shall provide prompt notification to AV in the event of: (1) changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR or other applicable governmental restrictions, and the initiation or existence of a U.S. Government investigation, that could affect the Consultant's performance under this Agreement; or (2) any change by the Consultant that might require AV to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. The Consultant shall provide to AV all information and documentation as may reasonably be required for AV to prepare and submit any required export license applications. Delays on the Consultant’s part to submit the relevant information for export licenses shall not constitute an excusable delay under this Agreement.	
 
 	e)	 	Consultant and AV agree not to: (1) export “Technical Data“ or disclose to third parties; or (2) export “Confidential Information” obtained from the other party, without the express written consent of the other Party and without the required Export Authorization for any controlled item.  Any information relating to AeroVironment air vehicle systems is considered controlled data and Confidential Information.  “Confidential Information” is defined in Section 8 of this Agreement.   “ Technical Data” is defined in the export regulations as “Information . . . , which is required for the design, development, production, manufacture, assembly, operation, repair, testing, maintenance or modification of defense articles.”     	
 
 	f)	 	Consultant and AV agree that the commitment not to export absent the required Export Authorization includes any “deemed export” (disclosure to non-US Persons that occurs in the United States) and this includes any  “non-US Persons” that may be in the employ of, present in the facilities of or in contact with Consultant or AV outside their respective business facilities. Any person who is not a citizen of the United States, a Lawful Permanent Resident, or a person who holds political asylum in the United   States   is a non-US Person and cannot receive export controlled data absent the required Export Authorization. Any business entity that is not incorporated or organized to do business in the United States is also a non-US Person.  Execution of this Agreement is the certification of the Parties that they will take all reasonable measures to protect the technical data and Confidential Information of the other Party from disclosure to any non-US persons.	
 
 	g)	 	Failure to obtain the necessary Export Authorization from the U.S. Government may result in criminal liability under U.S. laws. Express written consent from the disclosing Party, although required under this Agreement, does not constitute a governmental authorization, the required Export Authorization, nor an export license.	
 
 	h)	 	The Consultant shall be responsible for all losses, costs, claims, causes of action, damages,	
 
8
 
Consultant Initial CRM     Date 2/3/16
AV Initial TC     Date 4/27/16

 

AEROVIRONMENT PROPRIETARY INFORMATION
 
liabilities and expense, including attorneys' fees, all expense of litigation and/or settlement, and court costs, arising from any act or omission of the Consultant, its officers, employees, agents, suppliers, or subcontractors at any tier, in the performance of any of its obligations under this clause. The Consultant shall indemnify and hold harmless AV from and against all losses, costs, claims, causes of action, damages, liabilities, and expenses, including attorneys’ fees, all expenses of litigation and/or settlement, and court costs, arising from any act or omission of Consultant, its officers, employees, agents, suppliers, or subcontractors at any tier, in the performance of any of its obligations under this clause.
 
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date herein.
 
AEROVIRONMENT, INC.	 	CONSULTANT: General Charles R. Holland	

By :	/s/ Timothy Conver	 	By :	/s/ Charles R. Holland	
 	 	 	 	 	
Name :	Timothy Conver	 	Name :	Charles R. Holland	
 	 	 	 	 	
Title :	CEO	 	Title :	Consultant	
 	 	 	 	 	
Date :	3/7/16	 	Date :	2/3/2016	

 
9
 
Consultant Initial CRM     Date 2/3/16
AV Initial TC     Date 4/27/16

 

AEROVIRONMENT PROPRIETARY INFORMATION
 
ATTACHMENT  A
 
FORM OF TASK ORDER
 
NOTE: THIS IS AN EXAMPLE TEMPLATE ONLY.  TASK ORDER WILL BE EXECUTED
SEPARATELY BY THE PARTIES
 
STANDARD CONSULTING AGREEMENT
 
Consultant: (No name required – this is an example template)
 
TASK ORDER #	 	 	 	Project No.	 	 	
 
 	A.	 	Effort and/or Services to be provided by Consultant: 	
 
 	B.	 	Until otherwise designated in writing by AV with notice to Consultant, the AV Task Manager is:	
 
 	C.	 	Target Performance Period:	
 
 	D.	 	Rates:	
 
Authorized Days	 	Rate	 	Total Not To Exceed Cost	
As required	 	$ Hr.	 	$ (Example Only)	
 
Reference shall be made to Project No. shown above on all invoicing.
 
Invoices shall be sent to:  Accounts Payable Group, AeroVironment, Inc., via e-mail to acp@avinc.com, and also reference the Task Order Number as well as your organization’s name in the subject line or by mail to P.O. Box 5031, Monrovia, CA  91107.
 
 	E.	 	Expenses: 	
 
Maximum authorized expenses - As required and approved in advance.
 
Travel and/or miscellaneous expenses shall be reimbursed in accordance with current AV standard travel procedures; receipts shall accompany invoices of $25 or more.
 
No labor or expense costs above those amounts shown here are to be incurred without the prior written approval of the AV Task Manager.
 
AeroVironment, Inc.	 	Consultant	
 	 	 	
No signature required – example only	 	No signature required – example only	
Signature	 	Signature	
 	 	 	
Name (Print)	 	Name (Print)	
 	 	 	
Title	 	Title	
 	 	 	
Date	 	Date	

Consultant Initial ______Date _____
AV Initial TC     Date _____

 

AEROVIRONMENT PROPRIETARY INFORMATION
 
ATTACHMENT B
 
INTELLECTUAL PROPERTY
 
DECLARATION BY CONSULTANT
 
Consultant hereby contributes the intellectual property described below to the project that is the subject of this Agreement.  Such contribution of use is limited to the restrictions of Section 9 of this Agreement.

 
Consultant Initial ______Date _____
AV Initial          Date _____

 

AEROVIRONMENT PROPRIETARY INFORMATION
 
Consulting Agreement
 
ATTACHMENT C
 
Consultant Security Review
 
Prior to entering any AV facility, any Consultant or Consultant’s subcontractor shall be required to provide the following:
 
U.S. Citizens
 
If you are a U.S. Citizen, you shall be required to provide AV’s Security Officer with your birth certificate with a raised seal [ A photocopy will not be acceptable] , or a government certified copy of your birth certificate, or your passport,  and your  driver’s license.  You may call AV’s  Security Officer to make arrangements to handle these documents prior to sending them if you are not local.  If you are local you may call and arrange for an interview at which time you can provide the documents.
 
If you have held a Department of Defense security clearance, please provide your social security number to AV’s Security Officer to enable retrieval of your clearance. If you have provided this number on the W9 form with the Consulting Agreement you need not duplicate the effort.
 
Resident Aliens:
 
If you have been granted Resident Alien status, you will be required to produce this card before entering an AV facility.
 
This information is required due to government regulation(s).  Failure to provide all information will delay or suspend processing.  You must not begin work prior to compliance with the requests in this Attachment C.
 
If you are in the local area please call AV’s Security Officer and set up an interview time and bring all requested documentation.  If that is not possible, please call for a phone interview at (805) 581-2187 Ext 333.
 
Send all Attachment C documentation to:	Mr. John R. Cenicola	
 	Corporate Security Manager/FSO	
 	AeroVironment Inc.	
 	900 Innovators Way	
 	Simi Valley, California 93065	
 
For your protection, it is recommended that you overnight all information through a company that can track the package such as Fed-EX, DHL, or UPS.  AV will return all documentation by the same method.
 
Thank you for assisting AV in our compliance with the government regulations.

Consultant Initial ______Date _____
AV Initial          Date _____

 

AEROVIRONMENT PROPRIETARY INFORMATION
 
Consulting Agreement
 
ATTACHMENT D
 
CERTIFICATION
 
OF
 
COMPLIANCE
 
WITH US TRADE CONTROL LAWS
 
Company/Individual: General Charles R. Holland, USAF, Retired
 
This certification is executed by an authorized official of the business entity noted above or the consultant in his or her individual capacity where such consultant is not a legal entity.  It is the certification that the entity shall comply with all applicable U.S. export control laws and economic sanctions laws and regulations, specifically including but not limited to the International Traffic in Arms Regulations (“ITAR”), 22 C.F.R. 120  et seq .; the Export Administration Regulations, 15 C.F.R. 730 ‐ 774; and the Foreign Assets Control Regulations, 31 C.F.R. 500 ‐ 598 (collectively, "Trade Control Laws"), by taking reasonable steps to ensure that it shall not transfer any export controlled item, technical data, technology, or service, including transfers to any non-US persons, as that term is defined under the applicable Trade Control Laws, unless authorized in advance by an export license (such as Technical Assistance Agreement (TAA) or Manufacturing License Agreement (MLA), license exception or license exemption, collectively, "Export Authorization"), as required. This commitment includes a “deemed export” to the employees, vendors, or third party contacts of the entity signing this certification.
 
“Technical Data” is defined as information that is required for the design, development, production, manufacture, assembly, operation, repair, testing, maintenance or modification of defense articles. 
 
A “non-US Person” is any person who is not a citizen of the United States, a lawful Permanent Resident ( e.g.,  “Green Card Holder”), or a protected individual as defined by 8 U.S.C. 1324b(a)(3). Any business entity that is not incorporated or organized to do business in the United States is also a “non-US Person.” 
 
The certifying party also agrees, by making this certification that the entity’s personnel entering the premises of AeroVironment shall sign a personal certification when signing in and being issued a visitor’s badge.
 
Executed this 3rd day of Feb, 2016
 
Authorized Official:	/s/ Charles R. Holland	 	
 	Signature	
 	 	
Printed Name:	Charles R. Holland	 	
 
Consultant Initial CRM     Date 2/3/16
AV Initial TC      Date 4/27/16

Exhibit 10.32
 
STANDARD CONSULTING AGREEMENT
Effective Date: January 01, 2016
 
Consultant: General Charles R. Holland, USAF, Retired

 	 	
TASK ORDER # FY16-001	Project No. 9000.6435.0100.000	

A.   Effort and/or Services to be provided by Consultant: 
 
Consultant will provide marketing support for unmanned air vehicle systems.  Consultant will submit monthly written progress statements to AV detailing the services provided.
 
In performance of the work under this Task Order and Consultant Agreement, the Consultant is not permitted to disclose any export-controlled data or furnish any defense services to non-US persons, unless authorized in advance by the US Department of State or Department of Commerce.  The Consultant is not permitted to access any US or other government classified information in the course of performance of work under this Task Order and Consulting Agreement, unless the following actions have occurred: (1) AV Security Officer has approved such access in advance; (2) the Parties have executed the “Consultant Certificate Regarding Access to and Handling of Classified Information” (Attachment E to the Consulting Agreement); and (3) and the Consultant has completed all necessary training.
 
B.   Unless otherwise designated in writing by AV with notice to Consultant, the AV Task Manager is:          Tim Conver
 
C.   Target Performance Period:         January 01, 2016 through December 31, 2016
 
D.   Rates:
 
Authorized Days:  As required and authorized by AV Task Manager
 
Rate: $4,000 per day 
 
Monthly Retainer:  $8,000 per month
 
Total Not To Exceed Cost:  $98,000 (including expenses)
 
E.   Expenses:
 
Maximum authorized expenses: None
 
Travel and/or miscellaneous expenses shall be reimbursed in accordance with current AV standard travel procedures; receipts shall accompany invoices of $25 or more.
 
No labor or expense costs above those amounts shown here are to be incurred without the prior written approval of the AV Task Manager.
AEROVIRONMENT PROPRIETARY INFORMATION
Page 1
Consultant Initial CRM     Date 2/3/16
AV Initial TC     Date 4/27/16

 

F.   SUBMITTING INVOICES:  This practice will support efficient processing and payment.
 
1.   INVOICES:  Reference shall be made to the correct Task Order No. and Project No. or Charge No. on all invoices. 
 
2.   PROGESS STATEMENT:  To stay in compliance with the Federal Acquisition Regulation (FAR), Part 31, each invoice should also be accompanied by a brief progress statement.
 
3.   Invoices shall be sent to: Accounts Payable Group, AeroVironment, Inc., via e-mail to acp@avinc.com, and also reference the correct Task Order Number and your organization’s name in the subject line of the email, or by mail to P.O. Box 5031, Monrovia, CA  91107.

 	 	
AeroVironment, Inc.	 	General Charles R. Holland, USAF, Retired	

/s/ Timothy E. Conver	 	/s/ Charles R. Holland	
Signature	 	Signature	
 	 	 	
Timothy E. Conver	 	Charles R. Holland	
Name (Print)	 	Name (Print)	
 	 	 	
CEO	 	Consultant	
Title	 	Title	
 	 	 	
3/7/16	 	2/3/16	
Date	 	Date	
 
AEROVIRONMENT PROPRIETARY INFORMATION
Page 2
Consultant Initial CRM     Date 2/3/16
AV Initial TC     Date 4/27/16

Exhibit 21.1
Subsidiaries of AeroVironment, Inc.
 	 	 	
Name	    	Jurisdiction of Organization	
AeroVironment International PTE. LTD.	 	Singapore	
AV GmbH	 	Germany	
AV Rhode Island, LLC	 	Rhode Island	
SkyTower, Inc.	 	Delaware	
SkyTower, LLC	 	Delaware	
Regenerative Fuel Cell Systems, LLC	 	Delaware	
Charger Bicycles, LLC (50%)*	 	Delaware	
Altoy Savunma Sanayi ve Havacilik Anonim Sirketi**	 	Turkey	
AeroVironment, Inc.	 	Afghanastan	

*     inactive, but never officially dissolved
**   AeroVironment, Inc. has a 49% ownership interest

Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement (Form S‑8 No. 333‑140237) pertaining to the AeroVironment, Inc. Nonqualified Stock Option Plan, the AeroVironment, Inc. 2002 Equity Incentive Plan, and the AeroVironment, Inc. 2006 Equity Incentive Plan, as amended and restated, and Registration Statement (Form S-8 No. 333-178349) pertaining to the AeroVironment, Inc. 2006 Equity Incentive Plan, as amended and restated, of our reports dated June 28, 2016, with respect to the consolidated financial statements and schedule of AeroVironment, Inc. and subsidiaries and the effectiveness of internal control over financial reporting of AeroVironment, Inc. and subsidiaries included in this Annual Report (Form 10‑K) for the year ended April 30, 2016.
 	 	
 	/s/ Ernst & Young LLP	
 
Los Angeles, California
June 28, 2016

Exhibit 31.1
Certification of CEO Pursuant to
Securities Exchange Act Rules 13a‑14 and 15d‑14
as Adopted Pursuant to
Section 302 of the Sarbanes‑Oxley Act of 2002
I, Wahid Nawabi, certify that:
1.I have reviewed this annual report on Form 10‑K of AeroVironment, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15(d)‑15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
6	 	 	
Date: June 28, 2016	    	/s/ Wahid Nawabi	
 	 	Wahid Nawabi	
 	 	Chief Executive Officer and President	

Exhibit 31.2
Certification of CFO Pursuant to
Securities Exchange Act Rules 13a‑14 and 15d‑14
as Adopted Pursuant to
Section 302 of the Sarbanes‑Oxley Act of 2002
I, Raymond D. Cook, certify that:
1.I have reviewed this annual report on Form 10‑K of AeroVironment, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15(d)‑15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 	 	 	
Date: June 28, 2016	    	/s/ Raymond D. Cook	
 	 	Raymond D. Cook	
 	 	Chief Financial Officer	

Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES‑OXLEY ACT OF 2002
Pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes‑Oxley Act of 2002, each of the undersigned officers of AeroVironment, Inc. (the “Company”) hereby certifies, to each such officer’s knowledge, that:
(i)the accompanying Annual Report on Form 10‑K of the Company for the year ended April 30, 2016 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(ii)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 	 	 	
Date: June 28, 2016	    	/s/ WAHID NAWABI	
 	 	Wahid Nawabi	
 	 	Chief Executive Officer and President	
 	 	 	
Date: June 28, 2016	 	/s/ RAYMOND D. COOK	
 	 	Raymond D. Cook	
 	 	Chief Financial Officer