UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended January ~~27, 2018~~26, 2019

☐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~~900 Innovators Way
~~Monrovia,~~Simi Valley, California		~~91016~~93065
(Address of principal executive offices)		(Zip Code)

~~(626) 357-9983~~(805) 520-8350

(Registrant’s telephone number, including area code)

N/A

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐☒		Accelerated filer ☒☐

Non-accelerated filer ☐		Smaller reporting company ☐
~~(Do not check if smaller reporting company)~~
		Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of February ~~27, 2018,~~26, 2019, the number of shares outstanding of the registrant’s common stock, $0.0001 par value, was ~~23,905,986.~~23,932,381.

Table of Contents

AeroVironment, Inc.

Table of Contents


Item 1.	Financial Statements :
	Consolidated Balance Sheets as of January ~~27, 2018~~26, 2019 (Unaudited) and April 30, ~~2017~~2018	3
	Consolidated Statements of Operations for the three and nine months ended January ~~27, 2018~~26, 2019 (Unaudited) and January ~~28, 2017~~27, 2018 (Unaudited)	4
	Consolidated Statements of Comprehensive Income (Loss) ~~Income~~ for the three and nine months ended January ~~27, 2018~~26, 2019 (Unaudited) and January ~~28, 2017~~27, 2018 (Unaudited)	5
	Consolidated Statements of Cash Flows for the nine months ended January ~~27, 2018~~26, 2019 (Unaudited) and January ~~28, 2017~~27, 2018 (Unaudited)	6
	Notes to Consolidated Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2128
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2835
Item 4.	Controls and Procedures	2935

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	3037
Item 1A.	Risk Factors	3037
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3038
Item 3.	Defaults Upon Senior Securities	3038
Item 4.	Mine Safety Disclosures	3038
Item 5.	Other Information	3038
Item 6.	Exhibits	3239
Signatures		33
			40

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AeroVironment, Inc.

Consolidated Balance Sheets

(In thousands except share and per share data)


	January 27,		April 30,		January 26,		April 30,
	2018		2017		2019		2018
	(Unaudited)				(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	112,304	$	79,904	$	149,369	$	143,517
Short-term investments		109,543		119,971		144,815		113,649
Accounts receivable, net of allowance for doubtful accounts of $1,360 at January 27, 2018 and $291 at April 30, 2017		25,690		74,361
Unbilled receivables and retentions		24,961		14,120
Accounts receivable, net of allowance for doubtful accounts of $1,046 at January 26, 2019 and $1,080 at April 30, 2018						34,064		56,813
Unbilled receivables and retentions (inclusive of related party unbilled receivables of $13,638 at January 26, 2019 and $3,145 at April 30, 2018)						51,632		16,872
Inventories, net		77,327		60,076		50,379		37,425
Income taxes receivable		292		—
Prepaid expenses and other current assets		5,138		5,653		6,616		5,103
Current assets of discontinued operations						—		25,668
Total current assets		355,255		354,085		436,875		399,047
Long-term investments		38,822		42,096		27,954		40,656
Property and equipment, net		21,626		19,220		20,542		19,219
Deferred income taxes		14,837		15,089		12,708		11,494
Other assets		2,305		2,010		884		3,002
Total assets	$	432,845	$	432,500	$	498,963	$	473,418
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	13,249	$	20,283	$	11,629	$	21,340
Wages and related accruals		15,090		12,966		14,363		16,851
Income taxes payable		—		1,418		4,857		4,085
Customer advances		3,555		3,317		2,875		3,564
Other current liabilities		8,651		10,079		8,062		6,954
Current liabilities of discontinued operations						—		9,294
Total current liabilities		40,545		48,063		41,786		62,088
Deferred rent		1,589		1,719		1,352		1,536
Capital lease obligations - net of current portion		7		161
Other non-current liabilities		184		184		160		622
Deferred tax liability		67		116		67		67
Liability for uncertain tax positions		64		64		49		49
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.0001 par value:
Authorized shares—10,000,000; none issued or outstanding at January 27, 2018 and April 30, 2017		—		—
Authorized shares—10,000,000; none issued or outstanding at January 26, 2019 and April 30, 2018						—		—
Common stock, $0.0001 par value:
Authorized shares—100,000,000
Issued and outstanding shares—23,906,043 shares at January 27, 2018 and 23,630,419 at April 30, 2017		2		2
Issued and outstanding shares—23,932,460 shares at January 26, 2019 and 23,908,736 shares at April 30, 2018						2		2
Additional paid-in capital		168,735		162,150		174,891		170,139
Accumulated other comprehensive loss		(25)		(127)
Accumulated other comprehensive income (loss)						4		(21)
Retained earnings		221,676		219,929		280,669		238,913
Total AeroVironment stockholders' equity		390,388		381,954
Total AeroVironment stockholders’ equity						455,566		409,033
Noncontrolling interest		1		239		(17)		23
Total equity		390,389		382,193		455,549		409,056
Total liabilities and stockholders’ equity	$	432,845	$	432,500	$	498,963	$	473,418

See accompanying notes to consolidated financial statements (unaudited).

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AeroVironment, Inc.

Consolidated Statements of Operations (Unaudited)

(In thousands except share and per share data)


	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
	January 27,		January 28,		January 27,		January 28,		January 26,		January 27,		January 26,		January 27,
	2018		2017		2018		2017		2019		2018		2019		2018
Revenue:
Product sales	$	49,204	$	36,746	$	133,228	$	81,833	$	50,024	$	39,447	$	152,393	$	106,647
Contract services		14,731		16,417		48,298		57,664
Contract services (inclusive of related party revenue of: $13,586 and $5,420 for the three months ended January 26, 2019 and January 27, 2018, respectively; and $37,981 and $15,042 for the nine months ended January 26, 2019 and January 27, 2018, respectively)										25,298		15,186		73,951		48,148
		63,935		53,163		181,526		139,497		75,322		54,633		226,344		154,795
Cost of sales:
Product sales		31,911		23,641		86,142		58,060		26,780		24,870		83,158		66,038
Contract services		11,438		10,171		32,168		37,986		18,150		11,513		51,806		31,666
		43,349		33,812		118,310		96,046		44,930		36,383		134,964		97,704
Gross margin:
Product sales		17,293		13,105		47,086		23,773		23,244		14,577		69,235		40,609
Contract services		3,293		6,246		16,130		19,678		7,148		3,673		22,145		16,482
		20,586		19,351		63,216		43,451		30,392		18,250		91,380		57,091
Selling, general and administrative		13,500		12,788		41,295		39,838		14,464		11,484		40,066		35,539
Research and development		7,314		7,988		21,047		25,105		8,087		6,607		22,631		18,993
(Loss) income from operations		(228)		(1,425)		874		(21,492)
Other income (expense):
Income from continuing operations										7,841		159		28,683		2,559
Other income:
Interest income, net		545		390		1,489		1,162		1,272		545		3,246		1,489
Other expense, net		(108)		(38)		(159)		(357)
Income (loss) before income taxes		209		(1,073)		2,204		(20,687)
Provision (benefit) for income taxes		628		1,102		277		(2,809)
Other income (expense), net										962		(108)		10,641		(159)
Income from continuing operations before income taxes										10,075		596		42,570		3,889
Provision for income taxes										946		834		4,724		971
Equity method investment activity, net of tax		(418)		(8)		(418)		(119)		(717)		(418)		(2,071)		(418)
Net (loss) income		(837)	$	(2,183)		1,509		(17,997)
Net income (loss) from continuing operations										8,412		(656)		35,775		2,500
Discontinued operations:
Gain on sale of business, net of tax expense of $2,463 for the nine months ended January 26, 2019										—		—		8,452		—
Loss from discontinued operations, net of tax										(62)		(129)		(2,511)		(1,650)
Net (loss) income from discontinued operations										(62)		(129)		5,941		(1,650)
Net income (loss)										8,350		(785)		41,716		850
Net loss attributable to noncontrolling interest		9		—		238		—		19		9		40		238
Net (loss) income attributable to AeroVironment	$	(828)	$	(2,183)	$	1,747	$	(17,997)
Net (loss) income per share attributable to AeroVironment:
Basic	$	(0.04)	$	(0.09)	$	0.07	$	(0.78)
Diluted	$	(0.04)	$	(0.09)	$	0.07	$	(0.78)
Net income (loss) attributable to AeroVironment									$	8,369	$	(776)	$	41,756	$	1,088
Net income (loss) per share attributable to AeroVironment—Basic
Continuing operations									$	0.35	$	(0.02)	$	1.52	$	0.12
Discontinued operations										—		(0.01)		0.25		(0.07)
Net income (loss) per share attributable to AeroVironment—Basic									$	0.35	$	(0.03)	$	1.77	$	0.05
Net income (loss) per share attributable to AeroVironment—Diluted
Continuing operations									$	0.35	$	(0.02)	$	1.49	$	0.12
Discontinued operations										—		(0.01)		0.25		(0.07)
Net income (loss) per share attributable to AeroVironment—Diluted									$	0.35	$	(0.03)	$	1.74	$	0.05
Weighted-average shares outstanding:
Basic		23,515,622		23,082,974		23,443,673		23,029,546		23,687,672		23,515,622		23,643,866		23,443,673
Diluted		23,515,622		23,082,974		23,774,946		23,029,546		24,081,819		23,515,622		24,064,008		23,774,946

See accompanying notes to consolidated financial statements (unaudited).

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AeroVironment, Inc.

Consolidated Statements of Comprehensive Income (Loss) ~~Income~~ (Unaudited)

(In thousands)

Three Months Ended

Nine Months Ended

January 27,

January 28,

January 27,

January 28,


2018

2017

2018

2017

Net (loss) income

$
(837)

$
(2,183)

$
1,509

$
(17,997)

Other comprehensive income:

Change in foreign currency translation adjustments

62

—

62

—

Unrealized gain (loss) on investments, net of deferred tax expense (benefit) of $10 and $(23) for the three months ended January 27, 2018 and January 28, 2017, respectively; and net of deferred tax expense of $29 and $6 for the nine months ended January 27, 2018 and January 28, 2017, respectively

13

(11)

42

32

Total comprehensive (loss) income

(762)

$
(2,194)

1,613

(17,965)

Net loss attributable to noncontrolling interest

9

—

238

—

Comprehensive (loss) income attributable to AeroVironment

$
(753)

$
(2,194)

$
1,851

$
(17,965)


	Three Months Ended				Nine Months Ended
	January 26,		January 27,		January 26,		January 27,
	2019		2018		2019		2018
Net income (loss)	$	8,350	$	(785)	$	41,716	$	850
Other comprehensive income:
Change in foreign currency translation adjustments		(1)		62		(32)		62
Unrealized gain on investments, net of deferred tax expense of: $0 and $10 for the three months ended January 26, 2019 and January 27, 2018, respectively; and $51 and $29 for the nine months ended January 26, 2019 and January 27, 2018, respectively		—		13		57		42
Total comprehensive income (loss)		8,349	$	(710)		41,741		954
Net loss attributable to noncontrolling interest		19		9		40		238
Comprehensive income (loss) attributable to AeroVironment	$	8,368	$	(701)	$	41,781	$	1,192

See accompanying notes to consolidated financial statements (unaudited).

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AeroVironment, Inc.

Consolidated Statements of Cash Flows (Unaudited)

(In thousands)


	Nine Months Ended				Nine Months Ended
	January 27,		January 28,		January 26,		January 27,
	2018		2017		2019		2018
Operating activities
Net income (loss)	$	1,509	$	(17,997)
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
Net income					$	41,716	$	850
Gain on sale of business, net of tax						(8,452)		—
Loss from discontinued operations, net of tax						2,511		1,650
Net income from continuing operations						35,775		2,500
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		5,605		5,188		5,530		4,277
Loss from equity method investments		418		119
Loss from equity method investment						2,071		418
Impairment of long-lived assets		255		—		—		255
Provision for doubtful accounts		1,102		115		(33)		940
Impairment of intangible assets and goodwill		1,021		—		—		1,021
(Gains) losses on foreign currency transactions		(36)		272
Gains on foreign currency transactions						(10)		(36)
Deferred income taxes		175		(698)		(1,214)		174
Stock-based compensation		3,899		2,736		5,599		3,702
Tax benefit from exercise of stock options		—		22
Loss on disposition of property and equipment		15		37		51		15
Amortization of held-to-maturity investments		1,250		1,827		(941)		1,250
Changes in operating assets and liabilities:
Accounts receivable		47,652		32,553		22,817		48,871
Unbilled receivables and retentions		(10,841)		4,079		(34,760)		(12,068)
Inventories		(17,251)		(31,320)		(12,954)		(15,308)
Income tax receivable		(292)		(2,487)		—		(720)
Prepaid expenses and other assets		472		(1,190)		(1,791)		417
Accounts payable		(6,684)		(3,170)		(10,645)		(4,451)
Other liabilities		(153)		(4,510)		(2,598)		575
Net cash provided by (used in) operating activities		28,116		(14,424)
Net cash provided by operating activities of continuing operations						6,897		31,832
Investing activities
Acquisition of property and equipment		(8,450)		(7,586)		(6,806)		(7,713)
Equity method investments		(1,860)		—		—		(1,860)
Proceeds from sale of business						31,994		—
Redemptions of held-to-maturity investments		163,813		93,208		191,455		163,813
Purchases of held-to-maturity investments		(151,740)		(122,978)		(211,120)		(151,740)
Proceeds from the sale of property and equipment		—		7
Redemptions of available-for-sale investments		450		400		2,250		450
Net cash provided by (used in) investing activities		2,213		(36,949)
Net cash provided by investing activities from continuing operations						7,773		2,950
Financing activities
Principal payments of capital lease obligations		(231)		(291)		(154)		(231)
Tax withholding payment related to net settlement of equity awards		(389)		—		(1,033)		(389)
Exercise of stock options		2,691		655		71		2,691
Net cash provided by financing activities		2,071		364
Net increase (decrease) in cash and cash equivalents		32,400		(51,009)
Net cash (used in) provided by financing activities from continuing operations						(1,116)		2,071
Discontinued operations
Operating activities of discontinued operations						(7,250)		(3,716)
Investing activities of discontinued operations						(452)		(737)
Financing activities of discontinued operations						—		—
Net cash used in discontinued operations						(7,702)		(4,453)
Net increase in cash and cash equivalents						5,852		32,400
Cash and cash equivalents at beginning of period		79,904		124,287		143,517		79,904
Cash and cash equivalents at end of period	$	112,304	$	73,278	$	149,369	$	112,304
Supplemental disclosures of cash flow information
Cash paid, net during the period for:
Income taxes	$	1,812	$	1,786	$	6,777	$	1,812
Non-cash activities
Unrealized gain on investments, net of deferred tax expense of $29 and $6, respectively	$	42	$	32
Unrealized gain on investments, net of deferred tax expense of $51 and $29, respectively					$	57	$	42
Reclassification from share-based liability compensation to equity	$	384	$	307	$	—	$	384
Change in foreign currency translation adjustments	$	62	$	—	$	(32)	$	62
Acquisitions of property and equipment included in accounts payable	$	332	$	408	$	58	$	332

See accompanying notes to consolidated financial statements (unaudited).

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AeroVironment, Inc.

Notes to Consolidated Financial Statements (Unaudited)

1. Organization and Significant Accounting Policies

Organization

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

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation with respect to the interim financial statements have been included. The results of operations for the three and nine months ended January ~~27, 2018~~26, 2019 are not necessarily indicative of the results for the full year ending April 30, ~~2018.~~2019. For further information, refer to the consolidated financial statements and footnotes thereto for the year ended April 30, ~~2017,~~2018, included in the Company’s Annual Report on Form 10-K.

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

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

The accompanying consolidated financial statements include the balance sheet and results of operations of Altoy Savunma Sanayi ve Havacilik Anonim Sirketi (“Altoy”), in which the Company increased its ownership to a controlling interest of 85% during the fourth quarter of the fiscal year ended April 30, 2017. Prior to the increase in ownership, the Company's investment in Altoy was accounted for under the equity method.

In July 2016, the Company dissolved Charger Bicycles, LLC, the results of which were not material to the consolidated financial statements. During the three months ended January 28, 2017, the Company dissolved Skytower, LLC and Regenerative Fuel Cell Systems, LLC, the results of which were not material to the consolidated financial statements.

In December of 2017, the Company and ~~Softbank~~SoftBank Corp. (“~~Softbank”~~SoftBank”) formed a joint venture, HAPSMobile, Inc. (“HAPSMobile”). As the Company has the ability to exercise significant influence over the operating and financial policies of HAPSMobile, the Company’s investment ~~will be~~has been accounted for as an equity method investment. The Company has presented its proportion of HAPSMobile’s net loss in “Equity method investment activity, net of tax” in the consolidated ~~statement~~statements of operations. The carrying value of the investment in HAPSMobile was recorded in “Other ~~assets, long-term.~~assets.” Refer to Note ~~5 –~~ 6—Equity Method Investments for further details.

~~Reclassifications~~On June 29, 2018, the Company completed the sale of substantially all of the assets and related liabilities of its efficient energy systems business segment (“the EES Business”) to Webasto Charging Systems, Inc. (“Webasto”) pursuant to an Asset Purchase Agreement (the “Purchase Agreement”) between Webasto and the Company. The Company determined that the EES Business met the criteria for classification as an asset held for sale at April 30, 2018 and represents a strategic shift in the Company’s operations. Therefore, the assets and liabilities and the results of operations of the EES Business are reported as discontinued operations for all periods presented. Refer to Note 2—Discontinued Operations for further details.

Recently Adopted Accounting Standards

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows—Classification of Certain ~~prior year amounts have been reclassified to conform to the current year presentation. Equity method losses associated with the Company’s investment in Altoy for the three~~Cash Receipts and ~~nine months ended Janaury 28, 2017 have been reclassified from other expense, net to equity method investment activity, net of tax~~Cash Payments (Topic 230). This ASU adds and clarifies guidance on the ~~consolidated statement~~classification of ~~operations.~~

certain cash receipts and

Table of Contents

~~Recently Adopted Accounting Standards~~

~~In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 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 a 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 pricepayments in the ~~ordinary course~~statement of ~~business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory using LIFO or the retail inventory method.~~cash flows. The Company’s adoption of ASU ~~2015-11~~No. 2017-01 effective May 1, 2018 did not have a material impact on its consolidated financial statements.

In January 2017, the FASB issued ASU 2017-01, Business Combinations—Clarifying the definition of a business (Topic 805). This ASU clarifies the definition of a business with the objective of providing a more robust framework to evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The Company’s adoption of ASU No. 2017-01 effective May 1, 2018 did not have a material impact on its consolidated financial statements.

In ~~January~~May 2017, the FASB issued ASU ~~2017-04,~~2017-09, ~~Intangibles - Goodwill~~Compensation—Stock Compensation (Topic 718). This ASU reduces the diversity in practice and ~~Other~~ ~~(Topic 350):~~ ~~Simplifying~~cost and complexity when applying the ~~Test for Goodwill Impairment~~, which simplifies the test for goodwill impairment by removing Step 2 from the goodwill impairment test. If goodwill impairment is realized, the amount recognized will be the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized cannot exceed the total amountguidance in Topic 718 to a change in terms or conditions of ~~goodwill allocated to that reporting unit. ASU 2017-04 must be applied on~~ a prospective basis and will become effective for public entities in the first quarter of the year ending July 31, 2020, with early adoption available. The Company elected to early adopt the standard during the three months ended October 28, 2017.share-based payment award. The Company’s adoption of ASU ~~2017-04~~No. 2017-09 effective May 1, 2018 did not have a material impact on its consolidated financial statements.

~~Segments~~In the first quarter of its fiscal 2019, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606), using the full retrospective method. Topic 606 requires revenue to be recognized when promised goods or services are transferred to customers in amounts that reflect the consideration to which the Company expects to be entitled in exchange for those goods or services.

Revenue for small UAS product contracts with both the U.S. government and foreign governments under the new standard will be recognized at the point in time when the transfer of control passes to the customer, which is generally when title and risk of loss transfer. Revenue for Tactical Missile Systems (“TMS”) contracts will now be recognized under the new standard over time as costs are incurred. Under previous U.S. GAAP, revenue was generally recognized when deliveries of the related TMS products were made. The new standard accelerates the timing of when the revenue is recognized; however, it does not change the total amount of revenue recognized on these contracts. The new standard does not affect revenue recognition for the Company’s Customer-Funded Research and Development (“R&D”) contracts. The Company continues to recognize revenue for these contracts over time as costs are incurred. The adoption of Topic 606 resulted in a cumulative adjustment to decrease retained earnings by $1,084,000 at May 1, 2018 relating to both the Company’s continuing and discontinued operations. For the Company’s continuing operations, the adoption of Topic 606 resulted in a cumulative adjustment to increase retained earnings by $1,063,000 at May 1, 2018.

The Company applied the standard’s practical expedient that permits the omission of prior-period information about the Company’s remaining performance obligations, the practical expedient that permits the Company to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset the entity otherwise would have recognized is one year or less, and the practical expedient that permits the Company to not retrospectively restate contracts which were modified prior to the Company’s initial date of adoption, or May 1, 2016. Instead the Company reflected the aggregate effect of all modifications when identifying the satisfied and unsatisfied performance obligations, determining the transaction price, and allocating the transaction price. No other practical expedients were applied.

Revenue Recognition

The Company’s revenue is generated pursuant to written contractual arrangements to design, develop, manufacture and/or modify complex products, ~~are sold~~ and ~~divided among two reportable segments~~ to ~~reflect~~provide related engineering, technical and other services according to the specifications of the customers. These contracts may be firm fixed price (“FFP”), cost plus fixed fee (“CPFF”), or time and materials (“T&M”). The Company considers all such contracts to be within the scope of ASC Topic 606.

Performance Obligations

A performance obligation is a promise in a contract to transfer distinct goods or services to a customer, and it is the unit of account in ASC Topic 606. A contract’s transaction price is allocated to each distinct performance obligation and revenue is recognized when each performance obligation under the terms of a contract is satisfied. Revenue is measured at the amount of consideration the Company expects to receive in exchange for transferring goods or providing services. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each

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performance obligation using its observable standalone selling price for products and services. When the standalone selling price is not directly observable, the Company uses its best estimate of the standalone selling price of each distinct good or service in the contract using the cost plus margin approach. This approach estimates the Company’s ~~strategic goals.~~ expected costs of satisfying the performance obligation and then adds an appropriate margin for that distinct good or service.

Contract modifications are routine in the performance of the Company’s contracts. In most instances, contract modifications are for additional goods and/or services that are distinct and, therefore, accounted for as new contracts.

The Company’s performance obligations are satisfied over time or at a point in time. Performance obligations are satisfied over time if the customer receives the benefits as the Company performs, if the customer controls the asset as it is being developed or produced, or if the product being produced for the customer has no alternative use and the Company has a contractual right to payment for the Company’s costs incurred to date plus a reasonable margin. The contractual right to payment is generally supported by termination for convenience clauses that allow the customer to unilaterally terminate the contract for convenience, pay the Company for costs incurred plus a reasonable profit, and take control of any work in process. Revenue for TMS product deliveries and Customer-Funded R&D contracts is recognized over time as costs are incurred. Contract services revenue is composed of revenue recognized on contracts for the provision of services, including repairs and maintenance, training, engineering design, development and prototyping activities, and technical support services. Contract services revenue is recognized over time as services are rendered. Typically, revenue is recognized over time using an input measure (e.g., costs incurred to date relative to total estimated costs at completion) to measure progress. Training services are recognized over time using an output method based on days of training completed.

For performance obligations satisfied over time, revenue is generally recognized using costs incurred to date relative to total estimated costs at completion to measure progress. Incurred costs represent work performed, which correspond with, and thereby best depict, transfer of control to the customer. Contract costs include labor, materials, subcontractors’ costs, other direct costs, and indirect costs applicable on government and commercial contracts.

For performance obligations which are not satisfied over time per the aforementioned criteria above, revenue is recognized at the point in time in which each performance obligation is fully satisfied. The Company’s small UAS product sales revenue is composed of revenue recognized on contracts for the delivery of small UAS systems and spare parts. Revenue is recognized at the point in time when control transfers to the customer, which generally occurs when title and risk of loss have passed to the customer.

On January 26, 2019, the Company had approximately $132,515,000 of remaining performance obligations under fully funded contracts with its customers, which the Company also refers to as funded backlog. The Company currently expects to recognize approximately 56% of the remaining performance obligations as revenue in fiscal 2019, an additional 33% in fiscal 2020, and the balance thereafter.

The Company collects sales, value add, and other taxes concurrent with revenue producing activities, which are excluded from revenue when they are both imposed on a specific transaction and collected from a customer.

Contract Estimates

Accounting for contracts and programs primarily with a duration of less than six months involves the use of various techniques to estimate total contract revenue and costs. For long-term contracts, the Company estimates the total expected costs to complete the contract and recognizes revenue based on the percentage of costs incurred at period end. Typically, revenue is recognized over time using costs incurred to date relative to total estimated costs at completion to measure progress toward satisfying the Company’s performance obligations. Incurred costs represent work performed, which corresponds with, and thereby best depicts, the transfer of control to the customer. Contract costs include labor, materials, subcontractors’ costs, other direct costs, and indirect costs applicable on government and commercial contracts.

Contract estimates are based on various assumptions to project the outcome of future events that may span several years. These assumptions include labor productivity and availability, the complexity of the work to be performed, the cost and

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availability of materials, the performance of subcontractors, and the availability and timing of funding from the customer.

The nature of the Company’s contracts gives rise to several types of variable consideration, including penalty fees and incentive awards generally for late delivery and early delivery, respectively. The Company generally estimates such variable consideration as the most likely amount. In addition, the Company includes the estimated variable consideration to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the related uncertainty is resolved. These estimates are based on historical award experience, anticipated performance and the Company’s best judgment at the time. Because of the certainty in estimating these amounts, they are included in the transaction price of the Company’s contracts and the associated remaining performance obligations.

As a significant change in one or more of these estimates could affect the profitability of the Company’s contracts, the Company regularly reviews and updates its contract-related estimates. Changes in cumulative revenue estimates, due to changes in the estimated transaction price or cost estimates, are recorded using a cumulative catch-up adjustment in the period identified for contracts with performance obligations recognized over time. If at any time the estimate of contract profitability indicates an anticipated loss on the contract, the Company recognizes the total loss in the quarter it is identified.

The impact of adjustments in contract estimates on the Company’s operating earnings can be reflected in either operating costs and expenses or revenue. The aggregate impact of adjustments in contract estimates on revenue related to performance obligations satisfied or partially satisfied in previous periods was not significant for the nine month period ended January 26, 2019 or the three and nine month periods ended January 27, 2018. No adjustment on any one contract was material to the Company’s unaudited consolidated financial statements for the nine month period ended January 26, 2019 or the three and nine month periods ended and January 27, 2018. The aggregate impact of adjustments in contract estimates on revenue related to performance obligations satisfied or partially satisfied in previous periods was approximately $1,705,000 for the three months ended January 26, 2019. For the three months ended January 26, 2019, the Company revised its estimates of the total expected costs to complete a TMS contract due to ongoing test and evaluation resulting from some systems not passing the customer’s final lot acceptance tests which the Company anticipates to be resolved in a future period. The aggregate impact of these adjustments in contract estimates on revenue related to performance obligations satisfied or partially satisfied in previous periods was approximately $1,519,000.

Revenue by Category

Revenue from products and services during the nine months ended January 26, 2019 consisted of revenue derived from 250 active contracts. The following tables present the Company’s revenue disaggregated by major product line, contract type, customer category and geographic location (in thousands):


	Three Months Ended				Nine Months Ended
	January 26,		January 27,		January 26,		January 27,
Revenue by major product line/program	2019		2018		2019		2018
Small UAS	$	47,704	$	31,705	$	131,119	$	98,787
TMS		11,270		16,426		49,055		35,357
HAPS		13,586		5,420		37,981		15,042
Other		2,762		1,082		8,189		5,609
Total revenue	$	75,322	$	54,633	$	226,344	$	154,795


	Three Months Ended				Nine Months Ended
	January 26,		January 27,		January 26,		January 27,
Revenue by contract type	2019		2018		2019		2018
FFP	$	52,833	$	41,759	$	160,890	$	124,374
CPFF		22,370		12,862		65,223		30,183
T&M		119		12		231		238
Total revenue	$	75,322	$	54,633	$	226,344	$	154,795

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Each of these contract types presents advantages and disadvantages. Typically, the Company assumes more risk with FFP contracts. However, these types of contracts generally offer additional profits when the Company completes the work for less than originally estimated. CPFF contracts generally subject the Company to lower risk. Accordingly, the associated base fees are usually lower than fees on FFP contracts. Under T&M contracts, the Company’s profit may vary if actual labor hour rates vary significantly from the negotiated rates.


	Three Months Ended				Nine Months Ended
	January 26,		January 27,		January 26,		January 27,
Revenue by customer category	2019		2018		2019		2018
U.S. government:	$	52,383	$	31,020	$	135,232	$	94,491
Non-U.S. government		22,939		23,613		91,112		60,304
Total revenue	$	75,322	$	54,633	$	226,344	$	154,795


	Three Months Ended				Nine Months Ended
	January 26,		January 27,		January 26,		January 27,
Revenue by geographic location	2019		2018		2019		2018
Domestic	$	34,436	$	28,843	$	116,514	$	89,583
International		40,886		25,790		109,830		65,212
Total revenue	$	75,322	$	54,633	$	226,344	$	154,795

Contract Balances

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables, and customer advances and deposits on the consolidated balance sheet. In the Company’s services contracts, amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals, which is generally monthly, or upon the achievement of contractual milestones. Generally, billing occurs subsequent to revenue recognition, resulting in contract assets recorded in “Unbilled receivables and retentions” on the consolidated balance sheet. However, the Company sometimes receives advances or deposits from its customers before revenue is recognized, resulting in contract liabilities recorded in “Customer advances” on the consolidated balance sheet. Contract liabilities are not a significant financing component as they are generally utilized to pay for contract costs within a one-year period or are used to ensure the customer meets contractual requirements. These assets and liabilities are reported on the consolidated balance sheet on a contract-by-contract basis at the end of each reporting period. For the Company’s product revenue, the Company generally receives cash payments subsequent to satisfying the performance obligation via delivery of the product, resulting in billed accounts receivable. Changes in the contract asset and liability balances during the nine month period ended January 26, 2019 were not materially impacted by any other factors. For the Company’s contracts, there are no significant gaps between the receipt of payment and the transfer of the associated goods and services to the customer for material amounts of consideration.

Revenue recognized for the three month periods ended January 26, 2019 and January 27, 2018 that was included in contract liability balances at the beginning of each year were $10,000 and $62,000, respectively; and revenue recognized for the nine month periods ended January 26, 2019 and January 27, 2018 that was included in contract liability balances at the beginning of each year were $1,587,000 and $977,000, respectively.

Segments

Operating segments are defined as components of an enterprise ~~from~~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, who is the Chief Executive Officer, ~~who reviews the revenue~~makes operating decisions, assesses performance and ~~gross margin results for each of these segments in order to make~~makes resource allocation decisions, including the focus of ~~research and development (“~~R~~&D”) activities and performance assessment. The~~&D, on a consolidated basis for the Company’s continuing operations. Accordingly, the Company operates its business as a single reportable ~~segments are business units that offer different products and services and are managed separately.~~segment.

Investments

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

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respectively.

Fair Values of Financial Instruments

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

Government Contracts

Payments to the Company on government ~~cost reimbursable~~CPFF or T&M contracts are based on provisional, or estimated indirect rates, which are subject to an annual audit by the Defense Contract Audit Agency (“DCAA”). The cost audits result in the negotiation and determination of the final indirect cost rates that the Company may use for the period(s) audited. The final rates, if different from the provisional 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, the DCAA auditor may recommend to the Company’s administrative contracting officer to disallow such costs. Historically, the Company has not experienced material disallowed costs as a result of government

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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~~CPFF or T&M government contracts to be recorded at actual rates ~~unless collectability~~to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not ~~reasonably assured.~~occur. During the fiscal year ended April 30, 2017, the Company settled rates for its incurred cost claims with the DCAA for fiscal years 2011 through 2014 without payment of any consideration. During the current fiscal year ending April 30, 2019, the Company settled rates for its incurred cost claims with the DCAA for fiscal years 2016 and 2017 without payment of any consideration. At January ~~27,~~26, 2019 and April 30, 2018, the Company had $93,000 and $77,000 reserved for incurred cost claim ~~audits. At April 30, 2017, the Company had no reserves for incurred cost claim audits.~~audits, respectively.

~~(Loss)~~ Earnings Per Share

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

The reconciliation of basic to diluted shares is as ~~follows:~~follows (in thousands except share data):

Three Months Ended

Nine Months Ended


January 27, 2018

January 28, 2017

January 27, 2018

January 28, 2017

Denominator for basic (loss) earnings per share:

Weighted-average common shares outstanding, excluding unvested restricted stock

23,515,622

23,082,974

23,443,673

23,029,546

Dilutive effect of employee stock options and unvested restricted stock

—

—

331,273

—

Denominator for diluted (loss) earnings per share

23,515,622

23,082,974

23,774,946

23,029,546


		Three Months Ended				Nine Months Ended
Income (loss) from	January 26, 2019		January 27, 2018		January 26, 2019		January 27, 2018
Continuing operations attributable to AeroVironment	$	8,431	$	(647)	$	35,815	$	2,738
Discontinued operations, net of tax		(62)		(129)		5,941		(1,650)
Net income (loss) attributable to AeroVironment	$	8,369	$	(776)	$	41,756	$	1,088
Denominator for basic earnings per share:
Weighted average common shares		23,687,672		23,515,622		23,643,866		23,443,673
Dilutive effect of employee stock options, restricted stock and restricted stock units		394,147		—		420,142		331,273
Denominator for diluted earnings per share		24,081,819		23,515,622		24,064,008		23,774,946

Potentially dilutive shares not included in the computation of diluted weighted-average common shares because their effect would have been anti-dilutive were 1,705 and 5,519 for the three and nine months ended January 26, 2019, respectively. Due to the net loss for the three months ended January 27, 2018, no shares reserved for issuance upon exercise of stock options or shares of unvested restricted stock were included in the computation of diluted loss per share as their inclusion would have been anti-dilutive. Potentially dilutive shares not included in the computation of diluted ~~weighted-average~~weighted average common shares because their effect would have been anti-dilutive were 379,749 for the three months ended January 27, 2018. Potentially dilutive shares not included in the computation of diluted weighted-average common shares because their effect would have been anti-dilutive were and 27,139 for the

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three and nine months ended January 27, 2018. Due to the net loss for the three and nine months ended January 28, 2017, no shares reserved for issuance upon exercise of stock options or shares of unvested restricted stock were included in the computation of diluted loss per share as their inclusion would have been anti-dilutive. Potentially dilutive shares not included in the computation of diluted weighted-average common shares because their effect would have been anti-dilutive were 222,071 and 246,093 for the three and nine months ended January 28, 2017, respectively.

Recently Issued Accounting Standards

In ~~January 2017, the FASB issued ASU 2017-01,~~ ~~Business Combinations – Clarifying the definition of a business~~ (Topic 805). This ASU clarifies the definition of a business with the objective of providing a more robust framework to evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The guidance will be effective for fiscal years beginning after December 15, 2017, including interim periods within that fiscal year, with early adoption permitted. The amendments are to be applied prospectively to business combinations that occur after the effective date.

~~In August~~February 2016, the FASB issued ASU ~~2016-15,~~ ~~Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments~~ ~~(Topic 230)~~2016-02, Leases (Topic 842). This ASU ~~adds~~requires the lessee to recognize the assets and ~~clarifies guidance on~~liabilities for the ~~classification of certain cash receipts~~rights and ~~payments in the statement of cash flows.~~obligations created by leases. The guidance is effective for fiscal years beginning after December 15, ~~2017~~2018 and interim periods therein, with early adoption permitted. The Company currently does not hold a large number of leases that are classified as operating leases under the existing lease standard, with the only significant leases being the Company’s various property leases.

The Company plans to adopt Topic 842 using the required modified retrospective approach with the election to recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. As part of adoption, the Company plans to elect the package of practical expedients which allows the Company to not reassess existing or expired contracts for existence of a lease, lease classification, or amortization of previously capitalized initial direct leasing cost. Additionally, the Company also plans to elect the short-term lease exception to not record right-of-use assets and lease liabilities for leases with a term less than 12 months, the hindsight practical expedient to utilize latest information in determining lease term, and the practical expedient to not separate lease and non-lease components for most asset classes. The Company is evaluating the potential impact of this adoption on its consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326). This ASU is intended to replace the incurred loss impairment methodology under GAAP with a methodology that reflects using a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments, and requires consideration of a broader range of reasonable and supportable information to determine credit loss estimates. The guidance is effective for fiscal years beginning after December 15, 2019 and the interim periods therein, with early adoption permitted. Entities are required to apply the amendments in this update using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the effective date. The Company is evaluating the potential impact of this adoption on its consolidated financial statements.

In February ~~2016,~~2018, the FASB issued ASU ~~2016-02,~~2018-02, ~~Leases~~Reclassification of Certain Tax Effects from Accumulated Other

Comprehensive Income (Topic ~~842)~~220). This ASU ~~requires~~permits, but does not require, the ~~lessee~~Company to ~~recognize~~reclassify the

~~Table~~ disproportionate income tax effects of ~~Contents~~

~~assets~~the Tax Cuts and ~~liabilities for the rights and obligations created by leases with terms~~Jobs Act of ~~12 months or more.~~2017 (the “Tax Act”) on items within AOCI to retained earnings. 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 August 2018, the FASB issued ASU 2018-13, Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (Topic 820). This ASU removes or modifies current disclosures while adding certain new disclosure requirements. The ~~Company currently does not hold a large number of leases that are classified as operating leases under~~guidance is effective for fiscal years beginning after December 15, 2019 and interim periods therein, with early adoption permitted for the ~~existing lease standard, with~~removed or modified disclosures. The removed and modified disclosures can be adopted retrospectively, and the ~~only significant leases being the Company’s various property leases.~~added disclosures should be adopted prospectively. The Company is evaluating the potential impact of this adoption on its consolidated financial statements.

In ~~May 2014,~~August 2018, the FASB issued ASU ~~2014-09,~~2018-15, ~~Revenue from Contracts with Customers~~Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (Topic ~~606)~~350-40). This ASU allows for capitalization of implementation costs associated with certain cloud computing arrangements. The ~~new standard was originally~~guidance is effective for ~~reporting periods~~fiscal years beginning after December 15, ~~2016~~2019 and interim periods therein, with early adoption ~~was not~~ permitted. ~~In August 2015,~~The Company is evaluating the ~~FASB issued ASU 2015-14,~~ potential impact of this adoption on its consolidated financial statements.~~Revenue from Contracts with Customers~~ ~~(Topic 606)-Deferral~~

2. Discontinued Operations

On June 29, 2018, the Company completed the sale of the ~~Effective Date. This update approved a one-year delay~~EES Business to Webasto. In accordance with the terms of the ~~effective date~~Purchase Agreement, as amended by a Side Letter Agreement executed at the closing, the Company received cash consideration of $31,994,000 upon closing, which resulted in a gain of $11,420,000 which has been recorded in “Gain on

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sale of business, net of tax” in the consolidated statements of operations. During the nine months ended January 26, 2019, the Company recorded a reduction to ~~reporting periods beginning after December 15, 2017, while permitting companies~~the gain resulting from a working capital adjustment of $505,000. In addition, the Company has disputed $1,085,000 of Webasto’s working capital adjustment claim, which is being submitted to ~~voluntarily adopt~~an independent accounting firm for resolution pursuant to the ~~new standard~~terms of Purchase Agreement. No amounts have been recorded in the consolidated financial statements related to the additional working capital dispute as the Company has assessed the likelihood of the original effective date. Since the issuance of ASU 2014-09, the FASB has issued several amendments to provide additional supplemental guidance on certain aspects of the original pronouncement. The core principle of ASU 2014-09 is to recognize revenue upon the transfer of goods or services to customers at an amount that reflects the consideration expecteda loss to be received. In adopting the guidance, companies are permitted to select between two transition methods: (1) a full retrospective transition method with the application of the new guidance to each prior reporting period presented, or (2) a retrospective transition method that recognizes the cumulative effect on prior periods at the date of adoption together with additional footnote disclosures.less than probable.

The Company is entitled to receive additional cash consideration of $6,500,000 (the “Holdback”) upon tendering consents to assignment of two remaining customer contracts to Webasto. The Holdback was not recorded in the Company’s consolidated financial statements as the amount was not realized or realizable as of January 26, 2019. The Company’s satisfaction of the requirements for the payment of the Holdback is currently ~~expects~~in dispute.

On February 22, 2019, Webasto filed a lawsuit alleging several claims against the Company for breach of contract, indemnity, and bad faith, including allegations regarding inaccuracy of certain diligence disclosures, failure to ~~adopt ASU 2014-09 on May 1,~~provide certain consents to contract assignments and related to the previously announced recall. Webasto seeks to recover the costs of the recall and other damages totaling a minimum of $6,500,000 in addition to attorneys’ fees, costs, and punitive damages. The Company believes that the allegations are generally meritless and intends to mount a vigorous defense.

During the three months ended October 27, 2018, ~~using~~Webasto filed a recall report with the ~~full retrospective transition method.~~National Highway Traffic Safety Administration that named certain of the Company’s EES products as subject to the recall. The Company is continuing to assess the ~~potential impact~~facts giving rise to the recall. Under the terms of ~~this guidance, including~~ the ~~impact on those areas currently subject to industry-specific guidance such as government contract accounting. As part of its assessment,~~Purchase Agreement, the Company ~~is reviewing representative samples~~may be responsible for certain costs of ~~customer contracts~~such recall of named products the Company manufactured, sold or serviced prior to ~~determine~~ the ~~impact on revenue recognition~~closing of the sale of the EES Business.

Concurrent with the execution of the Purchase Agreement, the Company entered into a transition services agreement (the “TSA”) to provide certain general and administrative services to Webasto for a defined period. Income from performing services under the ~~new guidance. The Company’s contracts with~~TSA was $657,000 and $2,013,000 and has been recorded in “Other income, net” in the ~~U.S. government contain provisions that, among other things, allow the government to unilaterally terminate the contract~~consolidated statements of operations for ~~convenience (in whole or in part), pay the Company for costs incurred plus a reasonable profit~~three and take control of any work in process. The Company is continuing to evaluate its contracts with the U.S. government to determine whether: (i) the Company’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced, or (ii) the Company’s performance does not create an asset with an alternative use to the Company and the Company has an enforceable right to payment for performance completed to date. Revenues for contracts meeting either of these criteria will be recognized over the performance period using an acceptable measure of progress under the new standard, which the Company anticipates to be as costs are incurred.nine months ended January 26, 2019, respectively.

The Company determined that the EES Business met the criteria for classification as an asset held for sale as of April 30, 2018 and represents a strategic shift in in the Company’s ~~contracts with international governments~~operations. Therefore, the assets and liabilities and the results of operations of the EES Business are reported as discontinued operations for all periods presented. The table below presents the statements of operations data for the ~~purchase of small UAS and related services generally contain provisions that, among other things, allow the international government to unilaterally terminate the contract for convenience~~EES Business (in whole or in part), pay the Company for costs incurred plus a reasonable profit and take control of any work in process. The Company is continuing to evaluate its contracts with its international UAS customers to determine whether the Company’s performance does not create an asset with an alternative use to the Company and the Company has an enforceable right to payment for performance completed to date. Revenues for contracts meeting this criteria will be recognized over the performance period using an acceptable measure of progress under the new standard, which the Company anticipates to be as costs are incurred.thousands).

The Company’s contracts with its EES customers are generally product purchase order, bill and ship arrangments. The Company is continuing to evaluate its contracts with these customers to determine the impact on revenue recognition under the new guidance.


	Three Months Ended				Nine Months Ended
	January 26, 2019		January 27, 2018		January 26, 2019		January 27, 2018
Net sales	$	—	$	10,623	$	4,256	$	28,198
Cost of sales		54		8,356		5,080		23,159
Gross margin		(54)		2,267		(824)		5,039
Selling, general and administrative		14		2,016		1,517		5,756
Research and development		34		707		1,075		2,055
Other income, net		—		—		1		—
Loss from discontinued operations before income taxes		(102)		(456)		(3,415)		(2,772)
Benefit for income taxes		(41)		(327)		(904)		(1,122)
Net loss from discontinued operations	$	(61)	$	(129)	$	(2,511)	$	(1,650)
Gain on sale of business, net of tax expense of $2,463 for the nine months ended January 26, 2019		(1)		—		8,452		—
Net (loss) income from discontinued operations	$	(62)	$	(129)	$	5,941	$	(1,650)

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2.The major classes of assets and liabilities included in discontinued operations related to the EES Business are presented in the table below (in thousands).


	April 30,
	2018
Carrying amount of assets classified as discontinued operations
Current assets:
Accounts receivable, net of allowance for doubtful accounts of $139 at April 30, 2018	$	6,889
Inventories, net		15,494
Prepaid expenses and other current assets		185
Property and equipment, net		3,100
Total current assets classified as discontinued operations		25,668
Total assets classified as discontinued operations	$	25,668
Carrying amount of liabilities classified as discontinued operations
Current liabilities:
Accounts payable	$	5,121
Wages and related accruals		1,946
Customer advances		1,028
Other current liabilities		1,199
Total current liabilities		9,294
Total liabilities classified as discontinued operations	$	9,294

3. Investments

Investments consist of the following (in thousands):


	January 27,		April 30,		January 26,		April 30,
	2018		2017		2019		2018
Short-term investments:
Held-to-maturity securities:
Municipal securities	$	53,728	$	47,437	$	12,542	$	35,344
U.S. government securities		28,607		14,515		45,325		31,620
Corporate bonds		27,208		55,519		81,948		46,685
Certificates of deposit		—		2,500		5,000		—
Total held-to-maturity and short-term investments	$	109,543	$	119,971	$	144,815	$	113,649
Long-term investments:
Held-to-maturity securities:
Municipal securities	$	1,258	$	8,942	$	—	$	2,046
U.S. government securities		29,467		22,540		25,228		27,356
Corporate bonds		5,979		8,117		2,726		9,112
Total held-to-maturity investments		36,704		39,599		27,954		38,514
Available-for-sale securities:
Auction rate securities		2,118		2,497		—		2,142
Total available-for-sale investments		2,118		2,497		—		2,142
Total long-term investments	$	38,822	$	42,096	$	27,954	$	40,656

Held-To-Maturity Securities

As of January ~~27, 2018~~26, 2019 and April 30, ~~2017,~~2018, the balance of held-to-maturity securities consisted of state and local government municipal securities, U.S. treasury securities, U.S. government-guaranteed agency securities, U.S. government-sponsored agency debt securities, highly rated corporate bonds, and certificates of deposit. Interest earned from these investments is recorded in interest income.

The amortized cost, gross unrealized gains, gross unrealized losses, and estimated fair value of the held-to-maturity

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investments as of January ~~27, 2018~~26, 2019 were as follows (in thousands):


	January 27, 2018								January 26, 2019
			Gross		Gross						Gross		Gross
	Amortized		Unrealized		Unrealized		Fair		Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value		Cost		Gains		Losses		Value
Municipal securities	$	54,986	$	3	$	(26)	$	54,963	$	12,542	$	6	$	(5)	$	12,543
U.S. government securities		58,074		—		(285)		57,789		70,553		30		(143)		70,440
Corporate bonds		33,187		—		(53)		33,134		84,674		3		(32)		84,645
Certificates of deposit										5,000		—		—		5,000
Total held-to-maturity investments	$	146,247	$	3	$	(364)	$	145,886	$	172,769	$	39	$	(180)	$	172,628

The amortized cost, gross unrealized gains, gross unrealized losses, and estimated fair value of the held-to-maturity investments as of April 30, ~~2017~~2018 were as follows (in thousands):


									April 30, 2018
			Gross		Gross						Gross		Gross
	Amortized		Unrealized		Unrealized		Fair		Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value		Cost		Gains		Losses		Value
Municipal securities	$	56,379	$	30	$	(21)	$	56,388	$	37,390	$	9	$	(36)	$	37,363
U.S. government securities		37,055		2		(41)		37,016		58,976		—		(367)		58,609
Corporate bonds		63,636		9		(85)		63,560		55,797		2		(71)		55,728
Certificates of deposit		2,500		1		—		2,501		—		—		—		—
Total held-to-maturity investments	$	159,570	$	42	$	(147)	$	159,465	$	152,163	$	11	$	(474)	$	151,700

~~Table of Contents~~

The amortized cost and fair value of the held-to-maturity securities by contractual maturity at January ~~27, 2018~~26, 2019 were as follows (in thousands):


	Cost		Fair Value		Cost		Fair Value
Due within one year	$	109,543	$	109,399	$	144,815	$	144,654
Due after one year through five years		36,704		36,487		27,954		27,974
Total	$	146,247	$	145,886	$	172,769	$	172,628

Available-For-Sale Securities

Auction Rate Securities

As of ~~January 27, 2018 and~~ April 30, ~~2017,~~2018, the ~~entire~~ balance of available-for-sale auction rate securities consisted of two investment grade auction rate municipal bonds with maturities ~~of approximately~~ranging from 1 ~~and~~to 16 ~~years, respectively.~~years. These investments have characteristics similar to ~~short-term~~short term investments, because at ~~pre-determined~~predetermined 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 whether to ~~roll-over~~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~~three months ended July 28, 2018, the ~~fiscal year ended April 30, 2008, the Company began experiencing failed auctions on some of its~~remaining investment grade 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 settlemunicipal bonds were redeemed 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 January 27, 2018, until a future auction of these securities is successful or a buyer is found outside of the auction process.par value.

As a result of the failed auctions, the fair values of these securities are estimated utilizing a discounted cash flow analysis as of January 27, 2018. The analysis considers, among other items, the collateralization underlying the security investments, the creditworthiness of the counterparty, the timing of expected future cash flows, and the estimated date upon which the security is expected to have a successful auction. Based on the Company’s ability to access its cash and cash equivalents, expected operating cash flows, and other sources of cash, the Company does not anticipate that the current lack of liquidity of these investments will affect its ability to operate its business in the ordinary course. The Company believes the current lack of liquidity of these investments is temporary and expects that the securities will be redeemed or refinanced at some point in the future. The Company will continue to monitor the value of its auction rate securities at each reporting period for a possible impairment if a further decline in fair value occurs. The auction rate securities have been in an unrealized loss position for more than 12 months. The Company has the ability and the intent to hold these investments until a recovery of fair value, which may be at maturity. As of January 27, 2018, the Company did not consider these investments to be other-than-temporarily impaired.

~~The amortized cost, gross unrealized gains, gross unrealized losses, and estimated fair value of the auction rate securities as of January 27, 2018, were as follows (in thousands):~~

Gross

Gross


Amortized

Unrealized

Unrealized

Cost

Gains

Losses

Fair Value

Auction rate securities

$
2,250

$
—

$
(132)

$
2,118

Total available-for-sale investments

$
2,250

$
—

$
(132)

$
2,118

The amortized cost, gross unrealized gains, gross unrealized losses, and estimated fair value of the auction rate securities

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as of April 30, ~~2017, were as follows (in thousands):~~

Gross

Gross


Amortized

Unrealized

Unrealized

Cost

Gains

Losses

Fair Value

Auction rate securities

$
2,700

$
—

$
(203)

$
2,497

Total available-for-sale investments

$
2,700

$
—

$
(203)

$
2,497

~~The amortized cost and fair value of the auction rate securities by contractual maturity at January 27,~~ 2018, were as follows (in thousands):

Cost

Fair Value

Due after one through five years

$
250

$
252

Due after 10 years

2,000

1,866

Total

$
2,250

$
2,118


			Gross		Gross
	Amortized		Unrealized		Unrealized
	Cost		Gains		Losses		Fair Value
Auction rate securities	$	2,250	$	—	$	(108)	$	2,142
Total available-for-sale investments	$	2,250	$	—	$	(108)	$	2,142

3.4. 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 —~~ 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 —~~ 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 —~~ 3—Inputs to the valuation that are unobservable inputs for the asset or liability.

The ~~Company’s~~Company did not have any financial assets measured at fair value on a recurring basis at January ~~27,~~26, 2019 as the Company’s remaining auction rate securities were redeemed during the three months ended July 28, 2018 ~~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

$
—

$
—

$
2,118

$
2,118

Total

$
—

$
—

$
2,118

$
2,118

~~Table of Contents~~

at par value. 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		Fair Value
	Measurements Using		Measurements Using
	Significant		Significant
	Unobservable Inputs		Unobservable Inputs
Description	(Level 3)		(Level 3)
Balance at May 1, 2017	$	2,497
Balance at May 1, 2018			$	2,142
Transfers to Level 3		—		—
Total gains (realized or unrealized)
Included in earnings		—		—
Included in other comprehensive income		71		108
Purchases, issuances and settlements, net		(450)
Balance at January 27, 2018	$	2,118
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 January 27, 2018	$	—
Settlements				(2,250)
Balance at January 26, 2019			$	—
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 January 26, 2019			$	—

The auction rate securities ~~are~~were valued using a discounted cash flow model. The analysis ~~considers,~~considered, 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 January 27, 2018, the inputs used in the Company’s discounted cash flow analysis included current coupon rates of 2.33% and 1.88%, estimated redemption periods of 1 and 16 years and discount rates of 2.97% and 9.59%. 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.

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5. Inventories, net

Inventories consist of the following (in thousands):


	January 27,		April 30,
	2018		2017		January 26,		April 30,
					2019		2018
Raw materials	$	21,381	$	18,365	$	16,495	$	12,020
Work in process		29,743		16,168		15,352		14,780
Finished goods		31,958		30,793		25,076		14,578
Inventories, gross		83,082		65,326		56,923		41,378
Reserve for inventory excess and obsolescence		(5,755)		(5,250)		(6,544)		(3,953)
Inventories, net	$	77,327	$	60,076	$	50,379	$	37,425

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5.6. Equity Method Investments

In December of 2017, the Company and ~~Softbank~~SoftBank formed a joint venture, HAPSMobile. HAPSMobile is a Japanese corporation that is 5% owned by the Company and 95% owned by SoftBank and is governed by a Joint Venture Agreement (the “JVA”). The Company purchased its 5% stake in HAPSMobile for 210,000,000 yen ($1,860,000) effective as of December 27, ~~2017. Under the JVA, the Company committed to make additional capital contributions of~~2017; 150,000,000 yen ~~(approximately $1,400,000)~~($1,407,000) on April 17, 2018; and 209,500,000 yen ~~(approximately $1,900,000) in or around April 2018 and~~($1,926,000) on January 29, 2019 ~~respectively,~~ to maintain its 5% ownership stake. Additionally, under the JVA, the Company may purchase additional shares of HAPSMobile, at the same per share price for the purchase of its original 5% stake, to increase its ownership percentage of HAPSMobile up to 19% prior to the first flight test of the prototype aircraft produced under a design and development agreement between HAPSMobile and the Company. On February 9, 2019, the Company elected to purchase 632,800,000 yen (approximately $5,700,000 million) of additional shares of HAPSMobile to increase the Company’s ownership in the joint venture from 5% to 10% pursuant to the terms of the JVA. The Company anticipates that the purchase of additional shares will be completed during the three months ending April 30, 2019. As of the date of this report, the Company’s option to purchase additional shares of HAPSMobile has expired.

As the Company has the ability to exercise significant influence over the operating and financial policies of HAPSMobile, the Company’s investment ~~will be~~is accounted for as an equity method investment. For the three and nine months ended January ~~27, 2018,~~26, 2019, the Company recorded 5% of the net loss of HAPSMobile, or ~~$418,000,~~$717,000 and $2,071,000, respectively, in “Equity method investment activity, net of tax” in the unaudited consolidated statement of operations. At January ~~27, 2018,~~26, 2019, the ~~carrying value of~~cumulative equity method losses have exceeded the ~~investment~~Company’s investments in HAPSMobile ~~was $1,503,000 and~~by $92,000 which was recorded in “Other ~~assets, long-term.~~current liabilities.”

6.7. Warranty Reserves

The Company accrues an estimate of its exposure to warranty claims based upon both current and historical product sales data and warranty costs incurred. The warranty reserve is included in other current liabilities. The related expense is included in cost of sales. Warranty reserve activity is summarized as follows for the three and nine months ended January ~~27, 2018~~26, 2019 and January ~~28, 2017,~~27, 2018, respectively (in thousands):


	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
		January 27,		January 28,		January 27,		January 28,	January 26,			January 27,	January 26,		January 27,
		2018		2017		2018		2017	2019		2018		2019		2018
Beginning balance	$	3,084	$	3,688	$	3,231	$	4,134	$	2,431	$	1,930	$	2,090	$	1,947
Warranty expense		1,347		245		2,513		581		53		1,219		414		2,131
Changes in estimates related to pre-existing warranties		—		200		—		1,428		—		—		519		—
Warranty costs settled		(566)		(679)		(1,879)		(2,689)		(354)		(330)		(893)		(1,259)
Ending balance	$	3,865	$	3,454	$	3,865	$	3,454	$	2,130	$	2,819	$	2,130	$	2,819

During the ~~three and~~ nine months ended January ~~28, 2017,~~26, 2019, the Company revised its estimates based on the results of additional engineering studies and recorded incremental warranty reserve charges totaling ~~$328,000 and $1,735,000~~$519,000 related to the estimated costs to repair a component of certain small UAS that were delivered in prior periods. At January ~~27, 2018, there were no~~26, 2019, the total remaining ~~estimated~~ warranty ~~costs~~reserve related to the estimated costs to repair of the impacted ~~UAS.~~UAS was $344,000. As of January ~~27, 2018,~~26, 2019 a total ~~of $2,198,000 of costs related to this warranty have been incurred.~~

~~7. Intangibles~~

~~Intangibles are included in other assets on the balance sheet. The components of intangibles are as follows:~~

April 30,

Impairment

January 27,

2017

Charges

2018

(In thousands)

Licenses

$
818

$
-

$
818

Customer relationships

1,600

(867)

733

Trademarks and tradenames

60

(32)

28

Other

3

-

3

Intangibles, gross

2,481

$
(899)

1,582

Less accumulated amortization

(658)

(853)

Intangibles, net

$
1,823

$
729

1518

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of $175,000 of costs related to this warranty have been incurred.

8. Intangibles

Intangibles are included in other assets on the consolidated balance sheets. The components of intangibles are as follows:


	January 26,		April 30,
	2019		2018
	(In thousands)
Licenses	$	1,006	$	818
Customer relationships		733		733
Trademarks and tradenames		28		28
Other		3		3
Intangibles, gross		1,770		1,582
Less accumulated amortization		(1,208)		(954)
Intangibles, net	$	562	$	628

The customer relationships, trademarks and tradenames, and other intangible assets were recognized in conjunction with the Company’s acquisition of a controlling interest in Altoy on February 1, 2017.

The Company tests identifiable intangible assets and goodwill for impairment in the fourth quarter of each fiscal year unless there are interim indicators that suggest that it is more likely than not that either the identifiable intangible assets or goodwill may be impaired. Due to the current political situation within Turkey and the increased uncertainty in the relations between the U.S. and Turkey, the Company significantly lowered its cash flow expectations for its Altoy operations. As a result of the decline in the Company’s cash flow forecast, the Company performed an interim assessment of impairment of Altoy’s long-lived assets, excluding goodwill during the three months ended October 28, 2017. Based on the analysis, the Company determined that the fair value of Altoy had declined below its carrying value, excluding goodwill. As a result, the Company performed additional analysis to determine the amount of the impairment loss and recorded an impairment loss totaling $899,000 during the three months ended October 28, 2017, which is included in selling, general and administrative expense on the consolidated statements of operations. The fair value of the Altoy asset group was determined based on a discounted cash flow model reflective of the revised cash flow estimates.

8.9. Accumulated Other Comprehensive ~~Loss~~Income (Loss) and Reclassifications Adjustments

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

Available-for-Sale

Foreign Currency

Accumulated Other

Securities

Translation Adjustments

Comprehensive Loss

Balance, net of $76 of taxes, as of April 30, 2017

$
(127)

$
—

$
(127)

Reclassifications out of accumulated other comprehensive loss, net of taxes

—

—

—

Change in foreign currency translation adjustments, net of $0 taxes

—

62

62

Unrealized gains, net of $29 of taxes

42

—

42

Balance, net of $47 of taxes, as of January 27, 2018

$
(85)

$
62

$
(23)


	Available-for-Sale		Foreign Currency		Accumulated Other
	Securities		Translation Adjustments		Comprehensive Income (Loss)
Balance, net of $76 of taxes, as of April 30, 2018	$	(57)	$	36	$	(21)
Reclassifications out of accumulated other comprehensive loss, net of taxes		—		—		—
Change in foreign currency translation adjustments, net of $0 taxes		—		(32)		(32)
Unrealized gains, net of $51 of taxes		57		—		57
Balance, net of $0 of taxes, as of January 26, 2019	$	—	$	4	$	4

9.10. Customer-Funded Research & Development

Customer-funded R&D costs are incurred pursuant to contracts (revenue arrangements) to perform R&D activities according to customer specifications. These costs are direct contract costs and are expensed to cost of sales ~~when the corresponding revenue is~~as costs are incurred. Revenue from customer-funded R&D contracts are recognized ~~which is generally~~in accordance with Topic 606 over time as ~~the R&D services~~costs are ~~performed.~~incurred. Revenue from customer-funded R&D was approximately ~~$10,319,000~~$19,437,000 and ~~$30,427,000~~$55,344,000 for the three and nine months ended January 26, 2019, respectively. Revenue from customer-funded R&D was approximately $10,198,000 and $30,860,000 for the three and nine months ended January 27, 2018, respectively. ~~Revenue from customer-funded R&D was approximately $9,089,000 and $38,367,000 for the three and nine months ended January 28, 2017, respectively.~~

~~Table of Contents~~

~~10.~~11. Long-Term Incentive Awards

During the three months ended July ~~29, 2017,~~28, 2018, the Company granted awards under its amended and restated 2006 Equity Incentive Plan (the “Restated 2006 Plan”) to key employees (“Fiscal 2019 LTIP”). Awards under the Fiscal 2019 LTIP consist of: (i) time-based restricted stock awards which vest in equal tranches in July 2019, July 2020 and July 2021, and (ii) performance-based restricted stock units (“PRSUs”) which vest based on the Company’s achievement of revenue and operating income targets for the three-year period ending April 30, 2021. At the award date, target achievement levels for each of the financial performance metrics were established for the PRSUs, at which levels the PRSUs would vest at 100% for each such metric. Threshold achievement levels for which the PRSUs would vest at 50% for each such metric and maximum achievement levels for which such awards would vest at 200% for each such metric were also established. The actual payout for the PRSUs at the end of the performance period will be calculated based upon the Company’s

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achievement of the established revenue and operating income targets for the performance period. Settlement of the PRSUs will be made in fully-vested shares of common stock. For the three and nine months ended January 26, 2019, the Company recorded $226,00 and $482,000 of compensation expense related to the Fiscal 2019 LTIP, respectively. The Company recorded no compensation expense related to the Fiscal 2019 LTIP for the three and nine months ended January 27, 2018. At January 26, 2019, the maximum compensation expense that may be recorded for the performance-based portion of the Fiscal 2019 LTIP is $3,733,000.

During the three months ended July 29, 2017, the Company granted awards under the Restated 2006 Plan to key employees (“Fiscal 2018 LTIP”). Awards under the Fiscal 2018 LTIP consist of: (i) time-based restricted stock awards which vest in equal tranches in July 2018, July 2019 and July 2020, and (ii) ~~performance-based restricted stock units (“PRSUs”)~~PRSUs which vest based on the Company’s achievement of revenue and operating income targets for the three-year period ending April 30, 2020. At the award date, target achievement levels for each of the financial performance metrics were established for the PRSUs, at which levels the PRSUs would vest at 100% for each such metric. Threshold achievement levels for which the PRSUs would vest at 50% for each such metric and maximum achievement levels for which such awards would vest at 200% for each such metric were also established. The actual payout for the PRSUs at the end of the performance period will be calculated based upon the Company’s achievement of the established revenue and operating income targets for the performance period. Settlement of the PRSUs will be made in fully-vested shares of common stock. AsFor the three and nine months ended January 26, 2019, the Company recorded $317,000 and $653,000 of ~~January 27, 2018, no~~ compensation ~~cost has been recognized for the performance-based portion of~~expense related to the Fiscal 2018 LTIP, asrespectively. The Company recorded no compensation expense related to the ~~Company concluded that it was not probable that~~Fiscal 2018 LTIP for the ~~performance conditions will be achieved.~~three and nine months ended January 27, 2018. At January ~~27, 2018,~~26, 2019, the maximum compensation expense that may be recorded for the performance-based portion of the Fiscal 2018 LTIP is $2,850,000.

During the three months ended July 29, 2017, the Company also granted awards under the Restated 2006 Plan to key employees (“Fiscal 2017 LTIP”). Awards under the Fiscal 2017 LTIP consist of: (i) time-based restricted stock awards which vest in equal tranches in July 2017, July 2018 and July 2019, and (ii) PRSUs which vest based on the Company’s achievement of revenue and operating income targets for the three-year period ending April 30, 2019. At the award date, target achievement levels for each of the financial performance metrics were established for the PRSUs, at which levels the PRSUs would vest at 100% for each such metric. Threshold achievement levels for which the PRSUs would vest at 50% for each such metric and maximum achievement levels for which such awards would vest at 200% for each such metric were also established. The actual payout for the PRSUs at the end of the performance period will be calculated based upon the Company’s achievement of the established revenue and operating income targets for the performance period. Settlement of the PRSUs will be made in fully-vested shares of common stock. AsFor the three and nine months ended January 26, 2019, the Company recorded $134,000 and $266,000 of ~~January 27, 2018, no~~ compensation ~~cost has been recognized for the performance-based portion of~~expense related to the Fiscal 2017 LTIP, asrespectively. The Company recorded no compensation expense related to the ~~Company concluded that it was not probable that~~Fiscal 2017 LTIP for the ~~performance conditions will be achieved.~~three and nine months ended January 27, 2018. At January ~~27, 2018,~~26, 2019, the maximum compensation expense that may be recorded for the performance-based portion of the Fiscal 2017 LTIP is $2,630,000.

~~During the year ended~~At January 26, 2019 and April 30, ~~2016,~~2018, the Company granted a three-year performance award under the Restated 2006 Plan to key employees (“Fiscal 2016 LTIP”). 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 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. As of January 27, 2018, no compensation cost has been recognized for this award as the Company has concluded that it was not probable that the performance conditions will be achieved. At January 27, 2018, the maximumrecorded cumulative stock-based compensation expense ~~that may be recorded for the Fiscal 2016 LTIP is $2,690,000.~~

from these long-term incentive awards of $1,829,000 and $428,000, respectively. 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.

~~11.~~12. Income Taxes

On December 22, 2017, the Tax ~~Cuts and Jobs~~ Act ~~of 2017 (the “Tax Act”)~~ was signed into law, ~~making~~which resulted in significant changes to the Internal Revenue Code. Changes include, but are not limited to, a corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017, repeal of the corporate alternative minimum tax, repeal of the deduction for domestic production activities, a deduction for certain Foreign Derived Intangible Income (“FDII”), and limitation on the deductibility of certain executive compensation.

~~Table of Contents~~

In accordance with ~~U.S. GAAP as determined by~~ ASC 740, Income Taxes, the Company is required to record the effects of tax law changes in the period enacted. As the Company has an April 30 fiscal year end, its U.S. federal corporate income tax rate ~~will be~~was blended

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in fiscal 2018, resulting in a statutory federal rate of approximately 30.4% (8 months at 35% and 4 months at 21%), and ~~will be~~ 21% for subsequent fiscal years. The Company remeasured its existing deferred tax assets and liabilities at the rate the Company expects to be in effect when those deferred taxes will be realized ~~(30.4% if in 2018 or 21% thereafter)~~ and recorded a one-time deferred tax expense of approximately ~~$3,100,000~~$3,300,000 during the ~~three months~~fiscal year ended ~~January 27,~~April 30, 2018.

The Company followed the guidance in SEC Staff Accounting Bulletin 118 (“SAB 118”), which ~~provides~~provided additional clarification regarding the application of ASC Topic 740 in situations where the Company does not have the necessary information available, prepared, or analyzed in reasonable detail to complete the accounting for certain income tax effects of the Tax Act for the reporting period in which the Act was enacted. SAB 118 provides for a measurement period beginning in the reporting period that includes the Act’s enactment date and ending when the Company has obtained, prepared, and analyzed the information needed in order to complete the accounting requirements but in no circumstances should the measurement period extend beyond one year from the enactment date.

The ~~$3,100,000 expense~~measurement period under SAB 118 closed during the three months ended January 26, 2019. The Company has finalized its accounting for ~~the one-time deferred tax remeasurement is a provisional estimate of~~ the impact of the Tax ~~Act.~~Act during the three months ended January 26, 2019 and reached the following conclusions on the previous provisional estimates.

The Company has concluded it will be eligible to claim the FDII deduction and will continue to reflect a rate benefit in the provision for income taxes. The Company expects the IRS will be issuing additional guidance that will ultimately impact the size of the benefit. In addition, the Company has ~~estimated~~concluded that its foreign subsidiaries are in a cumulative earnings and profits deficit and, therefore, has confirmed that it will not have an income tax payable as a result of the one-time deemed repatriation ~~transition tax on unrepatriated foreign earnings. These amounts~~tax. As such, there are ~~considered provisional because they use~~no changes to the provision estimates ~~for which final tax computations or returns have not been completed and because estimated amounts may be impacted by future regulatory and accounting guidance if and when issued.~~of these items.

~~The Company’s financial statements do not reflect~~In relation to the one-time deferred tax remeasurement, the Company has completed its tax return and has concluded that the impact recorded at the date of ~~certain aspects~~enactment was appropriate. The Company filed its fiscal 2018 tax return on February 15, 2019 and will have insignificant return to provision true-up entries related to fixed asset gain or loss, accrued vacation, and accrued expenses recorded during the three months ending April 30, 2019. These true-up entries represent a change in estimate of the ending timing differences for the fiscal year ending April 30, 2019 and not a change to the provision estimate of the impact of the Tax Act asat the date of enactment. As such, there are no changes to the provision estimate of this item.

For the three and nine months ended January 26, 2019, the Company ~~did not have the necessary information available, prepared, or analyzed (including computations)~~recorded a provision for income taxes of $946,000 and $4,724,000, respectively, yielding effective tax rates of 9.4% and 11.1%, or because sufficient guidance has not been issued in order to determine an actual or provisional amount for the tax effects of the Act. To date, these aspects include the new compensation related provisions under section 162(m) and the state income tax conformity to the Tax Act.

respectively. For the three and nine months ended January 27, 2018, the Company recorded a provision for income taxes of ~~$628,000~~$834,000 and ~~$277,000,~~$971,000, respectively, yielding an effective tax ~~rate~~rates of ~~300.5%~~139.9% and ~~12.6%~~25.0%, respectively. ~~For~~The variance from statutory rates for the three and nine months ended January ~~28, 2017,~~26, 2019 was primarily due to federal R&D credits and the ~~Company recorded a provision (benefit) for income taxes~~recording of ~~$1,102,000~~discrete excess tax benefits of $175,000 and ~~$(2,809,000), yielding an effective tax rate~~$1,683,000, respectively, resulting from the vesting of ~~(102.7)%~~restricted stock awards and ~~13.6%, respectively.~~exercises of stock options. The variance from statutory rates for the three and nine months ended January 27, 2018 was primarily due to a $3,100,000 remeasurement charge of the Company’s deferred tax assets and liabilities and a reduction in the fiscal 2018 federal statutory rate to 30.4%, both of which are impacts of the Tax Act. In addition, during the three and nine months ended January 27, 2018, the Company recorded discrete excess tax benefits of $212,000 and $1,614,000 ~~respectively,~~ resulting from the vesting of restricted stock awards and exercises of stock options. The variance from statutory rates for the three and nine months ended January 28, 2017 was primarily due to federal legislation permanently reinstating the federal research and development tax credit retroactive to January 2015 during the third quarter of fiscal 2016 and the reversal of a $968,000 reserve, including the related interest, for uncertain tax positions due to the settlement of prior fiscal year audits recorded during the first quarter of fiscal 2017. The provision for income taxes for the three months ended January 28, 2017 was also impacted by a change in estimate to reduce the full year fiscal 2017 estimated income before income taxes, which decreased the estimated fiscal 2017 effective income tax rate.

~~12.~~13. Share Repurchase

In September 2015, the Company’s Board of Directors authorized a program to repurchase up to $25,000,000 of the Company’s common stock with no specified termination date for the program. No shares were repurchased under the program during the three and nine months ended January ~~27, 2018.~~26, 2019. As of January ~~27, 2018~~26, 2019 and April 30, ~~2017,~~2018, approximately $21.2 million remained authorized for future repurchases under this program.

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~~13.~~14. Related Party Transactions

Related party transactions are defined as transactions between the Company and entities either controlled by the Company or that the Company can significantly influence. Although ~~Softbank~~SoftBank has a controlling interest in HAPSMobile, the Company determined that it has the ability to exercise significant influence over HAPSMobile. As such, HAPSMobile and ~~Softbank~~SoftBank are considered related parties of the Company. Concurrent with the formation of HAPSMobile, the Company executed a Design and Development Agreement (the “DDA”) with HAPSMobile. Under the DDA, the Company will use its best efforts, up to a maximum net value of ~~$65,011,481,~~$76,589,000, to design and build prototype solar powered high altitude aircraft and ground control stations for HAPSMobile and conduct low altitude and high altitude flight tests of the prototype aircraft.

The Company recorded revenue under the DDA and preliminary design agreements between the Company and SoftBank of ~~$5,500,000~~$13,586,000 and ~~$15,100,000~~$37,981,000 for the three and nine months ended January 26, 2019, respectively. The Company recorded revenue under the DDA and preliminary design agreements between the Company and SoftBank of $5,420,000 and $15,042,000 for the three and nine months ended January 27, 2018, respectively. At January ~~27,~~26, 2019 and April 30, 2018, the Company had unbilled related party receivables from HAPSMobile of ~~$1,648,000~~$13,638,000 and $3,145,000 recorded in “Unbilled receivables and retentions” on the consolidated balance ~~sheet.~~sheets, respectively. During the ~~three months~~year ended ~~January 27,~~April 30, 2018, the Company purchased a 5% stake ~~for a capital contribution of 210,000,000 yen ($1,860,000)~~ in accordance with the JVA. Refer to Note ~~5 – Equtiy~~6—Equity Method Investments for further details.

~~14. Segment Data~~On February 9, 2019, the Company elected to purchase 632,800,000 yen (approximately $5,700,000 million) of additional shares of HAPSMobile to increase the Company’s ownership in the joint venture from 5% to 10% pursuant to the terms of the JVA. Refer to Note 6—Equity Method Investments for further details.

~~The Company’s product segments are as follows:~~

15. Legal Settlements

In May 2018, the Company entered into a settlement agreement to dismiss its claims against MicaSense Inc. and former AeroVironment employees, Gabriel Torres, Justin McAllister, and Jeff McBride. The terms and amount of the settlement agreement are confidential. The proceeds of the settlement were received during the three months ended July 28, 2018 and have been recorded in “Other income, net” on the consolidated statements of operations.

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.

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16. Impact of Adoption of New Accounting Standards

During the three months ended July 28, 2018, the Company adopted ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). The impact to the Company’s unaudited balance sheet as a result of adopting the standard was as follows (in thousands):


			Effect of the
	April 30, 2018		Adoption of		April 30, 2018
	As Reported		ASC Topic 606		As Adjusted
Assets
Current assets:
Cash and cash equivalents	$	143,517	$	—	$	143,517
Short-term investments		113,649		—		113,649
Accounts receivable, net of allowance for doubtful accounts of $1,080 at April 30, 2018		56,813		—		56,813
Unbilled receivables and retentions (inclusive of related party unbilled receivables of $3,145 at April 30, 2018)		13,076		3,796		16,872
Inventories, net		38,640		(1,215)		37,425
Prepaid expenses and other current assets		5,103		—		5,103
Current assets of discontinued operations		28,349		(2,681)		25,668
Total current assets		399,147		(100)		399,047
Long-term investments		40,656		—		40,656
Property and equipment, net		19,219		—		19,219
Deferred income taxes		11,168		326		11,494
Other assets		2,721		281		3,002
Total assets	$	472,911	$	507	$	473,418
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	21,340	$	—	$	21,340
Wages and related accruals		16,851		—		16,851
Income taxes payable		4,085		—		4,085
Customer advances		2,145		1,419		3,564
Other current liabilities		6,892		62		6,954
Current liabilities of discontinued operations		9,184		110		9,294
Total current liabilities		60,497		1,591		62,088
Deferred rent		1,536		—		1,536
Other non-current liabilities		622		—		622
Deferred tax liability		67		—		67
Liability for uncertain tax positions		49		—		49
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.0001 par value:
Authorized shares—10,000,000; none issued or outstanding at April 30, 2018		—		—		—
Common stock, $0.0001 par value:
Authorized shares—100,000,000
Issued and outstanding shares—23,908,736 at April 30, 2018		2		—		2
Additional paid-in capital		170,139		—		170,139
Accumulated other comprehensive loss		(21)		—		(21)
Retained earnings		239,997		(1,084)		238,913
Total AeroVironment stockholders’ equity		410,117		(1,084)		409,033
Noncontrolling interest		23		—		23
Total equity		410,140		(1,084)		409,056
Total liabilities and stockholders’ equity	$	472,911	$	507	$	473,418

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The ~~accounting policies~~tables below presents the impact of adoption on 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 manufacturingCompany’s unaudited statement of ~~goods is included in gross margin~~operations 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 accountingthree and ~~control purposes, maintains a single indirect rate structure across all segments, has no inter-segment sales or corporate elimination transactions,~~nine months ended January 27, 2018 (in thousands except share and ~~maintains limited financial statement information by segment. The segment results are as follows (in thousands):~~per share data).

Three Months Ended

Nine Months Ended

January 27,

January 28,

January 27,

January 28,



2018

2017


2018

2017

Revenue:

UAS

$
53,433

$
41,894

$
153,671

$
113,220

EES

10,502

11,269

27,855

26,277

Total

63,935

53,163

181,526

139,497

Cost of sales:

UAS

36,130

25,530

98,355

76,549

EES

7,219

8,282

19,955

19,497

Total

43,349

33,812

118,310

96,046

Gross margin:

UAS

17,303

16,364

55,316

36,671

EES

3,283

2,987

7,900

6,780

Total

20,586

19,351

63,216

43,451

Selling, general and administrative

13,500

12,788

41,295

39,838

Research and development

7,314

7,988

21,047

25,105

(Loss) income from operations

(228)

(1,425)

874

(21,492)

Other income (expense):

Interest income, net

545

390

1,489

1,162

Other expense, net

(108)

(38)

(159)

(357)

Income (lo ss) before income taxes

$
209

$
(1,073)

$
2,204

$
(20,687)


	Three Months Ended		Effect of the		Three Months Ended
	January 27, 2018		Adoption of		January 27, 2018
	As Reported		ASC Topic 606		As Adjusted
Revenue:
Product sales	$	39,128	$	319	$	39,447
Contract services (inclusive of related party revenue of $5,420 for the three months ended January 27, 2018)		14,305		881		15,186
		53,433		1,200		54,633
Cost of sales:
Product sales		24,548		322		24,870
Contract services		10,964		549		11,513
		35,512		871		36,383
Gross margin:
Product sales		14,580		(3)		14,577
Contract services		3,341		332		3,673
		17,921		329		18,250
Selling, general and administrative		11,484		—		11,484
Research and development		6,607		—		6,607
Loss (income) from continuing operations		(170)		329		159
Other income (expense):
Interest income, net		545		—		545
Other expense, net		(108)		—		(108)
Income from continuing operations before income taxes		267		329		596
Provision for income taxes		819		15		834
Equity method investment activity, net of tax		(418)		—		(418)
Net (loss) income from continuing operations		(970)		314	$	(656)
Discontinued operations:
Gain on sale of business, net of tax expense of $0 for the three months ended January 27, 2018		—		—		—
Income (loss) from discontinued operations, net of tax		133		(262)		(129)
Net income (loss) from discontinued operations		133		(262)		(129)
Net (loss) income		(837)		52		(785)
Net loss attributable to noncontrolling interest		9		—		9
Net (loss) income attributable to AeroVironment	$	(828)	$	52	$	(776)
Net (loss) income per share attributable to AeroVironment—Basic
Continuing operations	$	(0.05)	$	0.01	$	(0.02)
Discontinued operations		0.01		(0.01)		(0.01)
Net loss per share attributable to AeroVironment—Basic	$	(0.04)	$	—	$	(0.03)
Net (loss) income per share attributable to AeroVironment—Diluted
Continuing operations	$	(0.05)	$	0.01	$	(0.02)
Discontinued operations		0.01		(0.01)		(0.01)
Net (loss) per share attributable to AeroVironment—Diluted	$	(0.04)	$	—	$	(0.03)
Weighted-average shares outstanding:
Basic		23,515,622		23,515,622		23,515,622
Diluted		23,515,622		23,515,622		23,515,622

~~15. Subsequent Events~~

On February 26, 2018, a jury verdict found that former AeroVironment employees, Gabriel Torres, Justin McAllister, and Jeff McBride engaged in fraud, and that Torres and McAllister breached their respective Patent and Confidentiality Agreements. The jury also awarded punitive damages against all three defendants. The total verdict was more than $2,400,000. Torres, McAllister, and McBride are founders of MicaSense, Inc., which is majority-owned by Parrot SA. No amounts have been recorded to the Company’s consolidated financial statements as of January 27, 2018.

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	Nine Months Ended		Effect of the		Nine Months Ended
	January 27, 2018		Adoption of		January 27, 2018
	As Reported		ASC Topic 606		As Adjusted
Revenue:
Product sales	$	106,901	$	(254)	$	106,647
Contract services (inclusive of related party revenue of $15,042 for the nine months ended January 27, 2018)		46,770		1,378		48,148
		153,671		1,124		154,795
Cost of sales:
Product sales		66,526		(488)		66,038
Contract services		30,436		1,230		31,666
		96,962		742		97,704
Gross margin:
Product sales		40,375		234		40,609
Contract services		16,334		148		16,482
		56,709		382		57,091
Selling, general and administrative		35,539		—		35,539
Research and development		18,993		—		18,993
Income from continuing operations		2,177		382		2,559
Other income (expense):
Interest income, net		1,489		—		1,489
Other expense, net		(159)		—		(159)
Income from continuing operations before income taxes		3,507		382		3,889
Provision for income taxes		963		8		971
Equity method investment activity, net of tax		(418)		—		(418)
Net income from continuing operations		2,126		374	$	2,500
Discontinued operations:
Gain on sale of business, net of tax expense of $0 for the nine months ended January 27, 2018		—		—		—
Loss from discontinued operations, net of tax		(617)		(1,033)		(1,650)
Net loss from discontinued operations		(617)		(1,033)		(1,650)
Net income (loss)		1,509		(659)		850
Net loss attributable to noncontrolling interest		238		—		238
Net income (loss) attributable to AeroVironment	$	1,747	$	(659)	$	1,088
Net income (loss) per share attributable to AeroVironment—Basic
Continuing operations	$	0.10	$	0.01	$	0.12
Discontinued operations		(0.03)		(0.04)		(0.07)
Net income (loss) per share attributable to AeroVironment—Basic	$	0.07	$	(0.03)	$	0.05
Net income (loss) per share attributable to AeroVironment—Diluted
Continuing operations	$	0.10	$	0.01	$	0.12
Discontinued operations		(0.03)		(0.04)		(0.07)
Net income (loss) per share attributable to AeroVironment—Diluted	$	0.07	$	(0.03)	$	0.05
Weighted-average shares outstanding:
Basic		23,443,673		23,443,673		23,443,673
Diluted		23,774,946		23,774,946		23,774,946

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The tables below presents the impact of adoption on the Company’s unaudited statement of comprehensive (loss) income for the three and nine months January 27, 2018 (in thousands).


	Three Months Ended		Effect of the		Three Months Ended
	January 27, 2018		Adoption of		January 27, 2018
	As Reported		ASC Topic 606		As Adjusted
Net (loss) income	$	(837)	$	52	$	(785)
Other comprehensive income:
Change in foreign currency translation adjustments		62		—		62
Unrealized gain on investments, net of deferred tax expense of $10 for the three months ended January 27, 2018		13		—		13
Total comprehensive (loss) income		(762)		52	$	(710)
Net loss attributable to noncontrolling interest		9		—		9
Comprehensive (loss) income attributable to AeroVironment	$	(753)	$	52	$	(701)


	Nine Months Ended		Effect of the		Nine Months Ended
	January 27, 2018		Adoption of		January 27, 2018
	As Reported		ASC Topic 606		As Adjusted
Net income (loss)	$	1,509	$	(659)	$	850
Other comprehensive income:
Change in foreign currency translation adjustments		62		—		62
Unrealized gain on investments, net of deferred tax expense of $29 for the nine months ended January 27, 2018		42		—		42
Total comprehensive income (loss)		1,613		(659)	$	954
Net loss attributable to noncontrolling interest		238		—		238
Comprehensive income (loss) attributable to AeroVironment	$	1,851	$	(659)	$	1,192

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The table below presents the impact of adoption on the Company’s unaudited statement of cash flows (in thousands).


	Nine Months Ended		Effect of the		Nine Months Ended
	January 27, 2018		Adoption of		January 27, 2018
	As Reported		ASC Topic 606		As Adjusted
Operating activities
Net income (loss)	$	1,509	$	(659)	$	850
Gain on sale of business, net of tax		—		—		—
Loss from discontinued operations, net of tax		617		1,033		1,650
Net income from continuing operations		2,126		374		2,500
Adjustments to reconcile net loss to cash provided by operating activities:
Depreciation and amortization		4,277		—		4,277
Loss from equity method investments		418		—		418
Impairment of long-lived assets		255		—		255
Provision for doubtful accounts		940		—		940
Impairment of intangible assets and goodwill		1,021		—		1,021
Gains on foreign currency transactions		(36)		—		(36)
Deferred income taxes		174		—		174
Stock-based compensation		3,702		—		3,702
Loss on disposition of property and equipment		15		—		15
Amortization of held-to-maturity investments		1,250		—		1,250
Changes in operating assets and liabilities:
Accounts receivable		48,871		—		48,871
Unbilled receivables and retentions		(10,842)		(1,226)		(12,068)
Inventories		(16,094)		786		(15,308)
Income tax receivable		(293)		(427)		(720)
Prepaid expenses and other assets		417		—		417
Accounts payable		(4,451)		—		(4,451)
Other liabilities		518		57		575
Net cash provided by (used in) operating activities of continuing operations		32,268		(436)		31,832
Investing activities
Acquisition of property and equipment		(7,713)		—		(7,713)
Equity method investments		(1,860)		—		(1,860)
Proceeds from sale of business		—		—		—
Redemptions of held-to-maturity investments		163,813		—		163,813
Purchases of held-to-maturity investments		(151,740)		—		(151,740)
Redemptions of available-for-sale investments		450		—		450
Net cash provided by investing activities from continuing operations		2,950		—		2,950
Financing activities
Principal payments of capital lease obligations		(231)		—		(231)
Tax withholding payment related to net settlement of equity awards		(389)		—		(389)
Exercise of stock options		2,691		—		2,691
Net cash provided by financing activities from continuing operations		2,071		—		2,071
Discontinued operations
Operating activities of discontinued operations		(4,152)		436		(3,716)
Investing activities of discontinued operations		(737)		—		(737)
Financing activities of discontinued operations		—		—		—
Net cash (used in) provided by discontinued operations		(4,889)		436		(4,453)
Net increase in cash and cash equivalents		32,400		—		32,400
Cash and cash equivalents at beginning of period		79,904		—		79,904
Cash and cash equivalents at end of period	$	112,304	$	—	$	112,304
Supplemental disclosures of cash flow information
Cash paid, net during the period for:
Income taxes	$	1,812		—	$	1,812
Non-cash activities
Unrealized gain on investments, net of deferred tax expense of $29	$	42		—	$	42
Reclassification from share-based liability compensation to equity	$	384		—	$	384
Change in foreign currency translation adjustments	$	62		—	$	62
Acquisitions of property and equipment included in accounts payable	$	332		—	$	332

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

The following is a discussion and analysis of our financial condition and the results of operations as of and for the periods presented below. The following discussion and analysis should be read in conjunction with the “Consolidated Financial Statements” and notes thereto included elsewhere in this Quarterly Report on Form 10-Q. This section and other parts of this Quarterly Report on Form 10-Q contain forward-looking statements that involve risks and uncertainties. In some cases, forward-looking statements can be identified by words such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions. Such forward-looking statements are based on current expectations, estimates and projections about our industry, our management’s beliefs and assumptions made by our management. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended April 30, ~~2017,~~2018, as updated by our subsequent filings under the Securities and Exchange Act of 1934, as amended (“the Exchange Act”).

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

Critical Accounting Policies and Estimates

The following should be read in conjunction with the critical accounting estimates presented in our Annual Report on Form 10-K for the fiscal year ended April 30, 2018.

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, warranty liabilities, self-insured liabilities, accounting for stock-based awards, and income taxes. We base our estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for our judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Our actual results may differ from these estimates under different assumptions or conditions.

~~There have been no material changes made~~In the first quarter of our fiscal 2019, we adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606), using the full retrospective method. Topic 606 requires revenue to be recognized when promised goods or services are transferred to customers in amounts that reflect the consideration to which we expect to be entitled in exchange for those goods or services.

Revenue for small unmanned aircraft systems (“UAS”) product contracts with both the U.S. government and foreign governments under the new standard revenue will be recognized at the point in time when the transfer of control passes to the ~~critical~~customer, which is generally when title and risk of loss transfer. Revenue for Tactical Missile Systems (“TMS”) contracts will now be recognized under the new standard over time as costs are incurred. Under previous U.S. generally accepted accounting ~~estimates during~~principles (U.S. GAAP), revenue was generally recognized when deliveries of the ~~periods presented in~~related products were made. The new standard accelerates the ~~consolidated financial statements from those disclosed in~~timing of when the revenue is recognized, however, it does not change the total amount of revenue recognized on these contracts. The new standard does not affect revenue recognition for our ~~Annual Report on Form 10-K~~Customer-Funded Research and Development (“R&D”) contracts. We continue to recognize revenue for ~~the fiscal year ended April 30, 2017.~~these contracts over time as costs are incurred.

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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~~estimate of completion for all types of contracts are recognized on a cumulative catch-up basis in the period in which the revisions are made. During the three and nine months ended January ~~27, 2018~~26, 2019 and January ~~28, 2017,~~27, 2018, changes in accounting estimates on ~~fixed-price~~ contracts recognized ~~using the percentage of completion method of accounting~~over time are presented below.

For the three months ended January 26, 2019 and January 27, 2018, favorable and unfavorable cumulative catch-up adjustments included in revenue were as follows (in thousands):


	Three Months Ended
	January 26,		January 27,
	2019		2018

Gross favorable adjustments	$	878	$	191
Gross unfavorable adjustments		(2,583)		(1,111)
Net favorable adjustments	$	(1,705)	$	(920)

~~Table~~

For the three months ended January 26, 2019, favorable cumulative catch-up adjustments of ~~Contents~~$0.9 million were primarily due to final cost adjustments on five contracts, which individually were not material. For the same period, unfavorable cumulative catch-up adjustments of $2.6 million were primarily related to higher than expected costs on nine contracts. For the three months ended January 26, 2019, we revised our estimates of the total expected costs to complete a TMS contract due to ongoing test and evaluation resulting from some systems not passing the customer’s final lot acceptance tests which we anticipate to be resolved in a future period. These revised estimates resulted in an unfavorable cumulative catch-up adjustment of approximately $1.5 million.

For the three months ended January 27, 2018, favorable cumulative catch-up adjustments of $0.2 million were primarily due to final cost adjustments on seven contracts, which individually were not material. For the same period, unfavorable cumulative catch-up adjustments of $1.1 million were primarily related to higher than expected costs on seven contracts, which individually were not material.

For the nine months ended January 26, 2019 and January ~~28, 2017,~~27, 2018, favorable and unfavorable cumulative catch-up adjustments included in cost of sales were as follows (in thousands):


	Three Months Ended				Nine Months Ended
	January 27,		January 28,		January 26,		January 27,
	2018		2017		2019		2018

Gross favorable adjustments	$	424	$	258	$	859	$	1,553
Gross unfavorable adjustments		(437)		(227)		(1,132)		(1,718)
Net (unfavorable) favorable adjustments	$	(13)	$	31
Net favorable adjustments					$	(273)	$	(165)

For the ~~three~~nine months ended January ~~27, 2018,~~26, 2019, favorable cumulative catch-up adjustments of ~~$0.4~~$0.9 million were primarily due to final cost adjustments on 8five contracts, which individually were not material. For the same period, unfavorable cumulative catch-up adjustments of ~~$0.4~~$1.1 million were primarily related to higher than expected costs on 812 contracts, which individually were not material.

For the ~~three~~nine months ended January ~~28, 2017,~~27, 2018, favorable cumulative catch-up adjustments of ~~$0.3~~$1.6 million were primarily due to final cost adjustments on 14seven contracts, which individually were not material. For the same period, unfavorable cumulative catch-up adjustments of ~~$0.2~~$1.7 million were primarily related to higher than expected costs on ~~6 contracts.~~

~~For the nine months ended January 27, 2018 and January 28, 2017, favorable and unfavorable cumulative catch-up adjustments included in cost of sales were as follows (in thousands):~~

Nine Months Ended

January 27,

January 28,

2018

2017

Gross favorable adjustments

$
1,199

$
2,352

Gross unfavorable adjustments

(708)

(271)

Net favorable adjustments

$
491

$
2,081

For the nine months ended January 27, 2018, favorable cumulative catch-up adjustments of $1.2 million were primarily due to final cost adjustments on 12 contracts, which individually were not material. For the same period, unfavorable cumulative catch-up adjustments of $0.7 million were primarily related to higher than expected costs on 6six contracts, which individually were not material.

~~For the nine months ended January 28, 2017, favorable cumulative catch-up adjustments~~

Table of $2.4 million were primarily due to final cost adjustments on 50 contracts, which individually were not material. For the same period, unfavorable cumulative catch-up adjustments of $0.3 million were primarily related to higher than expected costs on 11 contracts, which individually were not material.Contents

Fiscal Periods

Due to our fixed year end date of April 30, our first and fourth quarters each consist of approximately 13 weeks. The second and third quarters each consist of exactly 13 weeks. Our first three quarters end on a Saturday. Our ~~2018~~2019 fiscal year ends on April 30, ~~2018~~2019 and our fiscal quarters end on July ~~29, 2017,~~28, 2018, October ~~28, 2017~~27, 2018 and January ~~27, 2018,~~26, 2019, respectively.

Results of Operations

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

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

Three Months Ended January ~~27, 2018~~26, 2019 Compared to Three Months Ended January ~~28, 2017~~27, 2018

Three Months Ended

January 27,

January 28,

2018

2017

Revenue:

UAS

$
53,433

$
41,894

EES

10,502

11,269

Total

63,935

53,163

Cost of sales:

UAS

36,130

25,530

EES

7,219

8,282

Total

43,349

33,812

Gross margin:

UAS

17,303

16,364

EES

3,283

2,987

Total

20,586

19,351

Selling, general and administrative

13,500

12,788

Research and development

7,314

7,988

(Loss) income from operations

(228)

(1,425)

Other income (expense):

Interest income, net

545

390

Other expense, net

(108)

(38)

Income (loss) before income taxes

$
209

$
(1,073)


	Three Months Ended
	January 26,		January 27,
	2019		2018

Revenue	$	75,322	$	54,633
Cost of sales		44,930		36,383
Gross margin		30,392		18,250
Selling, general and administrative		14,464		11,484
Research and development		8,087		6,607
Income from operations		7,841		159
Other income (expense):
Interest income, net		1,272		545
Other income (expense), net		962		(108)
Income from continuing operations before income taxes		10,075		596
Provision for income taxes		946		834
Equity method investment activity, net of tax		(717)		(418)
Net income (loss) from continuing operations	$	8,412	$	(656)

Revenue. Revenue for the three months ended January ~~27, 2018~~26, 2019 was ~~$63.9~~$75.3 million, as compared to ~~$53.2~~$54.6 million for the three months ended January ~~28, 2017,~~27, 2018, representing an increase of ~~$10.8~~$20.7 million, or ~~20%~~38%. The increase in revenue was due to an increase in product deliveries of ~~$12.5~~$10.6 million and an increase in service revenue of $10.1 million. The increase in product deliveries was primarily due to an increase in product deliveries of small UAS, partially offset by a decrease in product deliveries of TMS. During the three months ended January 26, 2019, we continued to experience expansion in small UAS product deliveries to international customers. The increase in service revenue was primarily due to an increase in customer-funded R&D primarily associated with the design and development agreement (“DDA”) with HAPSMobile, Inc. (“HAPSMobile”), a joint venture we formed with SoftBank Corp. (“Softbank”), as well as an increase in TMS variant programs.

Cost of ~~$1.7 million. UAS revenue increased $11.5~~Sales. Cost of sales for the three months ended January 26, 2019 was $44.9 million, ~~or 28%,~~as compared to ~~$53.4~~$36.4 million for the three months ended January 27, 2018, representing an increase of $8.5 million, or 23%. The increase in cost of sales was a result of an increase in service costs of sales of $6.6 million and an increase in product cost of sales of $1.9 million. The increase in service costs of sales was primarily due to an increase in service revenue. The increase in product costs was primarily due to an increase in product deliveries and an increase in reserves for excess and obsolescence inventory, partially offset by a favorable product mix. As a percentage of ~~$13.0~~revenue, cost of sales decreased from 67% to 60%, primarily due to the increased sales volume, which resulted in a decrease in the per unit fixed manufacturing and engineering overhead support cost, and favorable product mix, partially offset by an increase in reserves for excess and obsolescence inventory.

Gross Margin. Gross margin for the three months ended January 26, 2019 was $30.4 million, as compared to $18.3 million for the three months ended January 27, 2018, representing an increase of $12.1 million, or 67%. The increase in gross margin was primarily due to an increase in product margin of $8.7 million and an increase in ~~customer-funded R&D work~~service margin of ~~$1.2 million,~~

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$3.5 million. The increase in product margin was primarily due to an increase in product deliveries and favorable product mix, partially offset by an increase in reserves for excess and obsolescence inventory. The increase in service margin was primarily due to an increase in service revenue. As a percentage of revenue, gross margin increased from 33% to 40%, primarily due to the increased sales volume, which resulted in a decrease in the per unit fixed manufacturing and engineering overhead support cost, and favorable product mix, partially offset by an increase in reserves for excess and obsolescence inventory.

Selling, General and Administrative. Selling, general and administrative (“SG&A”) expense for the three months ended January 26, 2019 was $14.5 million, or 19% of revenue, compared to SG&A expense of $11.5 million, or 21% of revenue, for the three months ended January 27, 2018. The increase in SG&A expense was primarily due to an increase in employee related costs as well as a number of miscellaneous expenses that were not individually significant.

Research and Development. R&D expense for the three months ended January 26, 2019 was $8.1 million, or 11% of revenue, compared to R&D expense of $6.6 million, or 12% of revenue, for the three months ended January 27, 2018. R&D expense increased by $1.5 million, or 22%, for the three months ended January 26, 2019, primarily due to an increase in development activities for certain strategic initiatives.

Interest Income, net. Interest income, net for the three months ended January 26, 2019 was $1.3 million compared to interest income, net of $0.5 million for the three months ended January 27, 2018. The increase in interest income was due to an increase in the interest rates earned on our investment portfolio and an increase in investment balances.

Other Income (Expense), net. Other income, net, for the three months ended January 26, 2019 was $1.0 million compared to other expense, net of $0.1 million for the three months ended January 27, 2018. The increase in other income, net was primarily due to income earned under a transition services agreement with the buyer of our former efficient energy systems business segment (“EES Business”).

Provision for Income Taxes. Our effective income tax rate was 9.4% for the three months ended January 26, 2019, as compared to 139.9% for the three months ended January 27, 2018. The three months ended January 27, 2018 included the impacts of the one-time deferred tax expense resulting from the remeasurement of our existing deferred tax assets and liabilities of $3.1 million. The decrease in our effective income tax rate was also due to the reduction in the fiscal 2019 federal statutory rate from 30.4% to 21% resulting from the Tax Cuts and Jobs Act of 2017 (the “Tax Act”).

Equity Method Investment Activity, net of tax. Equity method investment activity, net of tax for the three months ended January 26, 2019 was a loss of $0.7 million compared to a loss of $0.4 million for the three months ended January 27, 2018. The increase was due to the equity method loss associated with our investment in the HAPSMobile joint venture formed in December 2017.

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Nine Months Ended January 26, 2019 Compared to Nine Months Ended January 27, 2018


	Nine Months Ended
	January 26,		January 27,
	2019		2018

Revenue	$	226,344	$	154,795
Cost of sales:		134,964		97,704
Gross margin		91,380		57,091
Selling, general and administrative		40,066		35,539
Research and development		22,631		18,993
Income from operations		28,683		2,559
Other income (expense):
Interest income, net		3,246		1,489
Other income (expense), net		10,641		(159)
Income from continuing operations before income taxes		42,570		3,889
Provision for income taxes		4,724		971
Equity method investment activity, net of tax		(2,071)		(418)
Net income from continuing operations	$	35,775	$	2,500

Revenue. Revenue for the nine months ended January 26, 2019 was $226.3 million, as compared to $154.8 million for the nine months ended January 27, 2018, representing an increase of $71.5 million, or 46%. The increase in revenue was due an increase in product deliveries of $45.7 million and an increase in service revenue of ~~$2.7~~$25.8 million. The increase in product deliveries was primarily due to an increase in product deliveries of small UAS and an increase in product deliveries of ~~tactical missile systems.~~TMS. During the ~~quarter,~~nine months ended January 26, 2019, we continued to experience expansion in small UAS product deliveries to international customers. The increase in customer-funded R&D was primarily associated with the HAPSMobile design and development agreement (“DDA”), partially offset by decreases in tactical missile systems and tactical missile system variant programs. The decrease in service revenue was primarily due to ~~a decrease~~an increase in customer-funded R&D primarily associated with the HAPSMobile DDA and services for TMS and TMS variant programs, partially offset by decreases in sustainment activities in support of small UAS for our international customers. EES revenue decreased $0.8 million, or 7%, to $10.5 million for the three months ended January 27, 2018, primarily due to a decrease in product deliveries of our PosiCharge industrial electric vehicle charging systems.

~~Cost of Sales.~~ Cost of sales for the three months ended January 27, 2018 was $43.3 million, as compared to $33.8 million for the three months ended January 28, 2017, representing an increase of $9.5 million, or 28%. As a percentage of revenue, cost of sales increased from 64% to 68%. The increase in cost of sales was primarily due to an increase in product costs of $8.3 million and an increase in cost of services of $1.3 million. The increase in product costs was primarily due to the increase in product deliveries. The increase in cost of services was primarily due to a lower service margin on a UAS program due to unfavorable cost adjustments and an unfavorable sales mix. UAS cost of sales increased $10.6 million, or 42%, to $36.1 million for the three months ended January 27, 2018, primarily due to an increase in product deliveries. As a percentage of revenue, cost of sales for UAS increased from 61% to 68%, primarily due to a lower service margin on a UAS program due to unfavorable cost adjustments and an unfavorable sales mix. EES cost of sales decreased $1.1 million, or 13%, to $7.2 million for the three months ended January 27, 2018, primarily due to the decreased sales volume. As a percentage of revenue, cost of sales for EES decreased from 73% to 69%, primarily due to favorable product mix.

~~Table of Contents~~

~~Gross Margin.~~ Gross margin for the three months ended January 27, 2018 was $20.6 million, as compared to $19.4 million for the three months ended January 28, 2017, representing an increase of $1.2 million, or 6%. The increase in gross margin was primarily due to an increase in product margins of $4.2 million, partially offset by a decrease in service margins of $3.0 million. As a percentage of revenue, gross margin decreased from 36% to 32%, primarily due to a lower service margin on a UAS program due to unfavorable cost adjustments and an unfavorable sales mix on our services contracts. UAS gross margin increased $0.9 million, or 6%, to $17.3 million for the three months ended January 27, 2018, primarily due to the increase in product sales volume, partially offset by decreases resulting from a lower service margin on a UAS program due to unfavorable cost adjustments and an unfavorable sales mix. As a percentage of revenue, gross margin for UAS decreased from 39% to 32%, primarily due to a lower service margin on a UAS program due to unfavorable cost adjustments and an unfavorable sales mix. EES gross margin increased $0.3 million, or 10%, to $3.3 million for the three months ended January 27, 2018. As a percentage of revenue, EES gross margin increased from 27% to 31%, primarily due to favorable product mix.

~~Selling, General and Administrative~~. SG&A expense for the three months ended January 27, 2018 was $13.5 million, or 21% of revenue, compared to SG&A expense of $12.8 million, or 24% of revenue, for the three months ended January 28, 2017. The increase in SG&A expense was primarily due to an increase in employee related expenses.

~~Research and Development.~~ R&D expense for the three months ended January 27, 2018 was $7.3 million, or 11% of revenue, compared to R&D expense of $8.0 million, or 15% of revenue, for the three months ended January 28, 2017. R&D expense decreased by $0.7 million, or 8%, for the three months ended January 27, 2018, primarily due to a planned decrease in development activities for certain strategic initiatives.

~~Interest Income, net.~~ ~~Interest income, net for the three months ended January 27, 2018 was $0.5 million compared to interest income, net of $0.4 million for the three months ended January 28, 2017.~~

~~Other Expense, net.~~ ~~Other expense, net for the three months ended January 27, 2018 was $0.1 million compared to other expense, net of $38,000 for the three months ended January 28, 2017.~~

~~Provision for Income Taxes.~~ Our effective income tax rate was 300.5% for the three months ended January 27, 2018, as compared to (102.7)% for the three months ended January 28, 2017. The provision for income taxes for the third quarter of fiscal 2018 included the impact of the Tax Cut and Jobs Act of 2017, inclusive of a reduction in the blended fiscal year 2018 federal statutory tax rate from 35% to 30.4% and an estimated $3.1 million one-time expense resulting from the remeasurement of our deferred tax assets and liabilities.

~~Equity method investment activity, net of tax.~~ Equity method investment activity, net of tax for the three months ended January 27, 2018 was a loss of $0.4 million compared to equity method investment activity, net of tax loss of $8,000 for the third quarter of fiscal 2017. The increase was due to the equity method loss associated with our investment in the HAPSMobile joint venture formed in December 2017. Equity method investment activity, net of tax for the three months ended January 28, 2017 related to our investment in Altoy prior to obtaining a controlling interest in February 2017.

~~Table of Contents~~

~~Nine Months Ended January 27, 2018 Compared to Nine Months Ended January 28, 2017~~

Nine Months Ended

January 27,

January 28,

2018

2017

Revenue:

UAS

$
153,671

$
113,220

EES

27,855

26,277

Total

181,526

139,497

Cost of sales:

UAS

98,355

76,549

EES

19,955

19,497

Total

118,310

96,046

Gross margin:

UAS

55,316

36,671

EES

7,900

6,780

Total

63,216

43,451

Selling, general and administrative

41,295

39,838

Research and development

21,047

25,105

Income (loss) from operations

874

(21,492)

Other income (expense):

Interest income, net

1,489

1,162

Other expense, net

(159)

(357)

Income (loss) before income taxes

$
2,204

$
(20,687)

~~Revenue.~~ Revenue for the nine months ended January 27, 2018 was $181.5 million, as compared to $139.5 million for the nine months ended January 28, 2017, representing an increase of $42.0 million, or 30%. The increase in revenue was due to an increase in product deliveries of $51.4 million, partially offset by a decrease in service revenue of $9.4 million. UAS revenue increased $40.5 million, or 36%, to $153.7 million for the nine months ended January 27, 2018, due to an increase in product deliveries of $49.6 million, partially offset by a decrease in customer-funded R&D work of $8.0 million and a decrease in service revenue of $1.2 million. The increase in product deliveries was primarily due to an increase in small UAS product deliveries to international customers and product deliveries of small UAS and tactical missile systems to customers within the U.S. government. The decrease in customer-funded R&D was primarily associated with tactical missile systems and tactical missile system variant programs, partially offset by an increase in revenue associated with our DDA with HAPSMobile. The decrease in service revenue was primarily due to a decrease in sustainment activities in support of tactical missile system product deliveries. EES revenue increased $1.6 million, or 6%, to $27.9 million for the nine months ended January 27, 2018, primarily due to an increase in product deliveries of passenger electric vehicle charging systems.UAS.

Cost of Sales. Cost of sales for the nine months ended January ~~27, 2018~~26, 2019 was ~~$118.3~~$135.0 million, as compared to ~~$96.0~~$97.7 million for the nine months ended January ~~28, 2017,~~27, 2018, representing an increase of ~~$22.3~~$37.3 million, or ~~23%. As a percentage of revenue, cost of sales decreased from 69% to 65%~~38%. The increase in cost of sales was ~~primarily due to~~a result of an increase in service costs of sales of $20.1 million and an increase in product cost of sales of $17.1 million. The increase in service costs of ~~$28.1 million, partially offset by a decrease~~sales was primarily due to the increase in ~~cost of services of $5.8 million.~~service revenue and unfavorable mix. The increase in product costs was primarily due to the increase in product deliveries. The decrease in cost of services was primarily due to the decrease in service revenue. UAS cost of sales increased $21.8 million, or 28%, to $98.4 million for the nine months ended January 27, 2018, primarily due todeliveries and an increase in ~~product deliveries.~~reserves for excess and obsolescence inventory. As a percentage of revenue, cost of sales ~~for UAS~~ decreased from ~~68%~~63% to ~~64%~~60%, primarily due to an increase in sales volume, which resulted in a decrease in the per unit fixed manufacturing and engineering overhead support cost, partially offset by an increase in ~~the proportion of product sales to total revenue. EES cost of sales increased $0.5 million, or 2%, to $20.0 million~~reserves for the nine months ended January 27, 2018, primarily due to the increased sales volume. As a percentage of revenue, cost of sales for EES decreased from 74% to 72%, primarily due to the increased sales volumeexcess and ~~a decrease in sustaining engineering activities in support of our existing products.~~obsolescence inventory.

Gross Margin. Gross margin for the nine months ended January ~~27, 2018~~26, 2019 was ~~$63.2~~$91.4 million, as compared to ~~$43.5~~$57.1 million for the nine months ended January ~~28, 2017,~~27, 2018, representing an increase of ~~$19.8~~$34.3 million, or ~~45%~~60%. The increase in gross margin was primarily due to an increase in product margin of $28.6 million and an increase in service margin of $5.7 million. The increase in product margin was primarily due to an increase in product deliveries, partially offset by an increase in reserves for excess and obsolescence inventory. The increase in service margin was primarily due to an increase in service revenue, partially offset by unfavorable mix. As a percentage of revenue, gross margin increased from 37% to 40%, primarily due to an increase in sales volume, which resulted in a decrease in the per unit fixed manufacturing and engineering overhead support cost, partially offset by and an increase in reserves for excess and obsolescence inventory.

Selling, General and Administrative. Selling, general and administrative (“SG&A”) expense for the nine months ended January 26, 2019 was $40.1 million, or 18% of revenue, compared to SG&A expense of $35.5 million, or 23% of revenue, for the nine months ended January 27, 2018. The increase in SG&A expense was primarily due to an increase in corporate development expenses primarily related to the sale of our EES business and an increase in employee-related costs, partially offset by a decrease in litigation-related expenses and a decrease in bad debt expense. The nine months

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increase in gross margin was primarily due to an increase in product margins of $23.3 million, partially offset by a decrease in service margins of $3.5 million. As a percentage of revenue, gross margin increased from 31% to 35%, primarily due to an increase in sales volume and an increase in the proportion of product sales to total revenue. UAS gross margin increased $18.6 million, or 51%, to $55.3 million for the nine months ended January 27, 2018 ~~primarily due to the increase in product deliveries~~and an increase in the proportion of product sales to total revenue. As a percentage of revenue, gross margin for UAS increased from 32% to 36%, primarily due to an increase in sales volume and an increase in the proportion of product sales to total revenue. EES gross margin increased $1.1 million, or 17%, to $7.9 million for the nine months ended January 27, 2018, primarily due to the increased sales volume. As a percentage of revenue, EES gross margin increased from 26% to 28%, primarily due to the increased sales volume~~and a decrease in sustaining engineering activities in support of our existing products.~~

~~Selling, General and Administrative~~. SG&A expense for the nine months ended January 27, 2018 was $41.3 million, or 23% of revenue, compared to SG&A expense of $39.8 million, or 29% of revenue, for the nine months ended January 28, 2017. The increase in SG&A expense was primarily due to the recording ofalso included impairment charges totaling $1.0 million related to the identifiable intangible assets and goodwill of ~~Altoy during the three months ended October 28, 2017.~~Altoy.

Research and Development. R&D expense for the nine months ended January ~~27, 2018~~26, 2019 was ~~$21.0~~$22.6 million, or ~~12%~~10% of revenue, compared to R&D expense of ~~$25.1~~$19.0 million, or ~~18%~~12% of revenue, for the nine months ended January ~~28, 2017.~~27, 2018. R&D expense ~~decreased~~increased by ~~$4.1~~$3.6 million, or ~~16%~~19%, for the nine months ended January ~~27, 2018,~~26, 2019, primarily due to ~~a planned decrease~~an increase in development activities for certain strategic initiatives.

Interest Income, net. Interest income, net for the nine months ended January ~~27, 2018~~26, 2019 was ~~$1.5~~$3.2 million compared to interest income, net of ~~$1.2~~$1.5 million for the nine months ended January ~~28, 2017.~~27, 2018. The increase in interest income was primarily due to an increase in the interest rates earned on our investment portfolio.

Other ~~Expense,~~Income (Expense), net. Other ~~expense,~~income, net, for the nine months ended January ~~27, 2018~~26, 2019 was ~~$0.2~~$10.6 million compared to other expense, net of ~~$0.4~~$0.2 million for the nine months ended January ~~28, 2017.~~27, 2018. The increase in other income, net was primarily due to a litigation settlement and income earned under a transition services agreement with the buyer of our former EES Business.

Provision ~~(Benefit)~~ for Income Taxes. Our effective income tax rate was ~~12.6%~~11.1% for the nine months ended January 26, 2019, as compared to 25.0% for the nine months ended January 27, ~~2018, as compared to 13.6% for the~~2018. The nine months ended January ~~28, 2017. The provision for income taxes for the first nine months of fiscal~~27, 2018 included the ~~impact~~impacts of the ~~Tax Cut and Jobs Act of 2017, inclusive of a reduction in the blended fiscal year 2018 federal statutory~~one-time deferred tax ~~rate from 35% to 30.4% and an estimated $3.1 million one-time~~ expense resulting from the remeasurement of our existing deferred tax assets and ~~liabilities.~~liabilities of $3.1 million. The decrease in our effective income tax rate was also due to the reduction in the fiscal 2019 federal statutory rate from 30.4% to 21% resulting from the Tax Act.

Equity ~~method investment activity,~~Method Investment Activity, net of tax. Equity method investment activity, net of tax for the ~~first~~ nine months ended January 26, 2019 was a loss of ~~fiscal 2018 was~~$2.1 million compared to a loss of $0.4 million ~~compared to equity method investment activity, net of tax loss of $0.1 million~~ for the ~~first~~ nine months ~~of fiscal 2017.~~ended January 27, 2018. The increase was due to the equity method loss associated with our investment in the HAPSMobile joint venture formed in December 2017. ~~Equity method investment activity, net of tax for the nine months ended January 28, 2017 related to our investment in Altoy prior to obtaining a controlling interest in February 2017.~~

Backlog

WeConsistent with ASC 606, we define funded backlog as ~~unfilled~~remaining performance obligations under firm orders for ~~products and services for~~ which funding is currently is appropriated to us under ~~the contract by the customer.~~a customer contract. As of January ~~27, 2018 and April 30, 2017,~~26, 2019, our funded backlog was approximately ~~$123.5 million and $78.0 million, respectively.~~$132.5 million.

In addition to our funded backlog, we also had unfunded backlog of ~~$21.2 million and $24.6~~$37.7 million as of January ~~27, 2018 and April 30, 2017, respectively.~~26, 2019. Unfunded backlog does not meet the definition of a performance obligation under ASC Topic 606. 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~~(“IDIQ”) contracts. Unfunded backlog does not obligate the U.S. government to purchase goods or services. There can be no assurance that unfunded backlog will result in any orders in any particular period, if at all. Management believes that unfunded backlog does not provide a reliable measure of future estimated revenue under our contracts. Unfunded backlog does not include the remaining potential value associated with a U.S. Army IDIQ-type contract for small UAS because the contract was awarded to ~~five~~seven companies in ~~2012,~~2018, including AeroVironment, and we cannot be certain that we will receive task orders issued against the contract.

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

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Liquidity and Capital Resources

We currently have no material cash commitments, except for normal recurring trade payables, accrued expenses and ongoing R&D costs, all of which we anticipate funding through our existing working capital and funds provided by operating activities. The majority of our purchase obligations are pursuant to funded contractual arrangements with our customers. In addition, we believe that our existing cash, cash equivalents, cash provided by operating activities and other financing sources will be sufficient to meet our anticipated working capital and capital expenditure requirements 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 financing. We anticipate that existing sources of liquidity and cash flows from operations will be sufficient to satisfy our cash needs for the foreseeable future.

Our primary liquidity needs are for financing working capital, investing in capital expenditures, supporting product development efforts, introducing new products, enhancing existing products and marketing to stimulate acceptance and adoption of our products and services. Our future capital requirements, to a certain extent, are also subject to general conditions in or affecting the defense ~~commercial~~ and ~~electric vehicle~~commercial industries and are subject to general economic, political, financial, competitive, legislative and regulatory factors that are beyond our control. To the extent that existing cash, cash equivalents, and cash from operations are insufficient to fund our future activities, we may need to raise additional funds through public or private equity or debt financing. We may also need to seek additional equity funding or debt financing if we become a party to any agreement or letter of intent for potential investments in, or acquisitions of, businesses, services or technologies.

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

On February 9, 2019, we elected to purchase 632.8 million yen (approximately $5.7 million) of additional shares of HAPSMobile, to increase our ownership in the joint venture from 5% to 10% pursuant to the terms of the HAPSMobile Joint Venture Agreement. We anticipate that the purchase of additional shares will be completed during the three months ending April 30, 2019.

Cash Flows

The following table provides our cash flow data for the nine months ended January ~~27, 2018~~26, 2019 and January ~~28, 2017~~27, 2018 (in thousands):

Nine Months Ended

January 27,

January 28,

2018

2017

(Unaudited)

Net cash provided by (used in) operating activities

$
28,116

$
(14,424)

Net cash provided by (used in) investing activities

$
2,213

$
(36,949)

Net cash provided by financing activities

$
2,071

$
364


	Nine Months Ended
	January 26,		January 27,
	2019		2018
	(Unaudited)
Net cash provided by operating activities	$	6,897	$	31,832
Net cash provided by investing activities	$	7,773	$	2,950
Net cash (used in) provided by financing activities	$	(1,116)	$	2,071

Cash Provided by ~~(Used in)~~ Operating Activities. Net cash provided by operating activities for the nine months ended January ~~27, 2018 increased~~26, 2019 decreased by ~~$42.5~~$24.9 million to ~~$28.1~~$6.9 million, compared to net cash ~~used in~~provided by operating activities of ~~$14.4~~$31.8 million for the nine months ended January ~~28, 2017.~~27, 2018. The ~~increase~~decrease in net cash provided by operating activities was primarily due to ~~an increase in net income of $19.6 million, an increase~~a decrease in cash as a result of changes in operating assets and liabilities of ~~$18.9~~$57.2 million, largely resulting from ~~decreases~~increases in accounts receivable and unbilled receivables and retentions primarily due to the ~~year over year~~ timing of revenue recognition and ~~related~~billings, partially offset by an increase in net income from continuing operations of $33.3 million.

Cash Provided by Investing Activities. Net cash ~~collections and decreases~~provided by investing activities increased by $4.8 million to $7.8 million for the nine months ended January 26, 2019, compared to net cash provided by investing activities of $3.0 million for the nine months ended January 27, 2018. The increase in net cash ~~paid for inventory purchases, and non-cash expenses of~~provided by investing activities was

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~~$4.1 million,~~ primarily due to ~~stock-compensation expense~~proceeds from the sale of our EES Business of $32.0 million, a decrease in equity method investments of $1.9 million and ~~the impairment of the identifiable intangible assets and goodwill of Altoy.~~

~~Cash Provided by (Used in) Investing Activities.~~ Net cash provided by investing activities increased by $39.2 million to $2.2 million for the nine months ended January 27, 2018, compared to net cash used in investing activities of $36.9 million for the nine months ended January 28, 2017. Thean increase in ~~net cash provided~~redemptions of available-for-sale investments of $1.8 million, partially offset by ~~investing activities was primarily due to an increase~~a decrease in net redemptions and purchases of investments of ~~$41.8 million, partially offset by $1.9 million investment in our HAPSMobile joint venture.~~$31.7 million.

Cash (Used in) Provided by Financing Activities. Net cash used in financing activities increased by $3.2 million to $1.1 million for the nine months ended January 26, 2019, compared to net cash provided by financing activities ~~increased by $1.7 million to~~of $2.1 million for the nine months ended January 27, ~~2018, compared to net cash provided by financing activities of $0.4 million for the nine months ended January 28, 2017.~~2018. The increase in cash ~~provided by~~used in financing activities was primarily due ~~an increase~~to a decrease in cash provided from the exercise of employee stock options of ~~$2.0~~$2.6 million.

Contractual Obligations

During the three and nine months ended January ~~27, 2018,~~26, 2019, there were no material changes in our contractual obligations and commercial commitments from those disclosed in our Annual Report on Form 10-K for the fiscal year ended April 30, 2017 with the exception of our commitment under the HAPSMobile, Inc. JVA to make additional capital contributions of 150,000,000 yen (approximately $1,400,000) and 209,500,000 yen (approximately $1,900,000) in or around April 2018 and January 2019, respectively, to maintain our 5% ownership stake.2018.

Off-Balance Sheet Arrangements

As of January ~~27, 2018,~~26, 2019, 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

Please refer to Note 1 “Organization and Significant Accounting Policies” to our unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for a discussion of new accounting pronouncements and accounting pronouncements adopted during the ~~three and~~ nine months ended January ~~27, 2018.~~26, 2019.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Interest Rate Risk

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

Foreign Currency Exchange Rate Risk

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

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ITEM 4. CONTROLS AND PROCEDURES

Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules ~~13a-15I~~13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed,

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summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

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

As required by Rule 13a-15(b) under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as of January ~~27, 2018,~~26, 2019, the end of the period covered by this Quarterly Report on Form 10-Q.

Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of January ~~27, 2018,~~26, 2019, the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were effective and were operating at a reasonable assurance level.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting or in other factors identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 under the Exchange Act that occurred during the quarter ended January ~~27, 2018~~26, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On April 18, 2018, a former employee of AeroVironment, Mark Anderson, filed a lawsuit against us and Wahid Nawabi, our President and Chief Executive Officer, in the Superior Court of the State of California for the County of Los Angeles. Mr. Anderson’s claims include whistle blower retaliation, race discrimination and wrongful termination related to the termination of his employment with the Company. Mr. Nawabi was subsequently dismissed as an individual defendant for the racial discrimination and wrongful terminations claims. On August 2, 2018, the defendants filed their answer to the complaint and a demurrer seeking dismissal of the whistle blower retaliation claim against Mr. Nawabi. The defendants filed a supplemental brief in support of the demurrer on October 23, 2018 and a supplemental reply in support of the demurrer on November 20, 2018. On January 23, 2019 the judge granted the demurrer and dismissed Mr. Nawabi as an individual defendant from the whistle blower retaliation claim, the last remaining claim pending against him. Mr. Anderson is seeking special damages, general damages, punitive damages, attorneys’ fees and other relief the court deems just and proper. We believe the complaint contains legal claims that are without merit and will defend ourselves vigorously.

On February 22, 2019, Webasto Charging Systems, Inc. (“Webasto”) filed a lawsuit against us in Delaware Superior Court, arising from the sale of the EES division to Webasto in June 2018. The lawsuit generally alleges several claims against AeroVironment for breach of contract, indemnity, and bad faith, including allegations regarding inaccuracy of certain diligence disclosures, failure to provide certain consents to contract assignments and related to the previously announced recall. Webasto seeks to recover the costs of the recall and other damages totaling a minimum of $6.5 million in addition to attorneys’ fees, costs, and punitive damages. Our initial evaluation is that many of the allegations are meritless and that we lack sufficient information to fully analyze other allegations at this time. We have not yet been served with the lawsuit, however, we intend to mount a vigorous defense.

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 1A. RISK FACTORS

~~There~~Except as set forth below, there have been no material changes to the risk factors disclosed under Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the fiscal year ended April 30, ~~2017.~~2018. Please refer to that section for disclosures regarding the risks and uncertainties related to our business.

The acquisition of the assets associated with our EES Business by Webasto may disrupt our business.

On June 1, 2018, we entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Webasto Charging Systems, Inc. (“Webasto”), pursuant to which Webasto agreed to acquire certain properties, assets and rights used or previously held for use in connection with our EES Business. On June 29, 2018, we and Webasto entered into a Side Letter Agreement related to the Purchase Agreement (the “Letter Agreement”), pursuant to which we and Webasto agreed that the purchase price to be paid by Webasto to us at the closing of the transactions contemplated by the Purchase Agreement would be reduced by $6.5 million (the “Holdback Amount”) at closing, with such balance payable when we tendered certain consents of specified EES Business customers to Webasto. On June 29, 2018, we closed our disposition of the EES Business pursuant to the Purchase Agreement. As of March 1, 2019, we had not yet received the Holdback Amount from Webasto.

On February 22, 2019, Webasto filed a lawsuit alleging several claims against us for breach of contract, indemnity, and bad faith, including allegations regarding inaccuracy of certain diligence disclosures, failure to provide certain consents to contract assignments and related to the previously announced recall. Webasto seeks to recover the costs of the recall and other damages totaling a minimum of $6.5 million in addition to attorneys’ fees, costs, and punitive damages. Webasto also alleges that we did not meet the requirements to receive the Holdback Amount.

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We also continue to provide transition services and other support to Webasto in connection with its acquisition of our EES Business, our post-closing activities and obligations under the Purchase Agreement and related transaction agreements. Our provision of the transition services and activities related to defending the lawsuit may disrupt our sales and marketing or other business activities, including our relationships with customers, suppliers and other third parties, and divert management’s and our employees’ attention from our day-to-day operations, which may have an adverse impact on our financial performance. Further, in the event that we do not receive the Holdback Amount from Webasto or otherwise incur any further liabilities pursuant to the terms of the Purchase Agreement including as a result of the lawsuit, our financial condition and results of operations may be negatively affected and the price per share of our common stock could decline.

We could be the subject of future product liability suits or product recalls, which could harm our business.

We may 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. Subject to a determination of the appropriateness of any recall, we remain responsible for the non-warranty costs from the recall of completed products we manufactured, sold or serviced prior to closing of our transaction with Webasto. In particular, on August 24, 2018, Webasto filed a recall report with the National Highway Traffic Safety Administration that named us as a brand of the affected equipment. To the extent we are obligated under the terms of the Purchase Agreement with Webasto or as a result of the lawsuit filed by Webasto against us seeking costs related to the recall or pursuant to applicable law for all or any portion of the costs incurred in connection with such recall, or any other such recall, our results of operations may be negatively affected.

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, regardless of merit. While we maintain insurance coverage for product liability claims, our insurance may be inadequate to cover any such claims. Any successful claim could significantly harm our business, financial condition and results of operations.

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

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. No shares were repurchased in the ~~three and~~ nine months ended January ~~27, 2018.~~26, 2019. As of January ~~27, 2018,~~26, 2019, approximately $21.2 million remained authorized for future repurchases under this program.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

On March 5, 2018, we entered into an Amended and Restated Severance Protection Agreement (the “Severance Agreement”) with Melissa Brown, our Vice President, General Counsel and corporate secretary. The material terms of the Severance Agreement are as follows:None.

(a) The Severance Agreement expires on December 31, 2018, provided, however, that if a change in control (as that term is defined in the Severance Agreement) occurs during the term of the Severance Agreement, the term will be extended to the date that is 18 months after the date of the occurrence of such change in control.

(b) Upon termination of her employment by us without cause or by her for good reason (as those terms are defined in the Severance Agreement) within 18 months following a change in control, Ms. Brown is entitled to receive (i) her prorated bonus target for the year in which the termination occurs, (ii) a lump sum cash payment equal to 1.0x the sum of her base salary at the rate in effect on the termination date (or, if higher, the highest base salary rate in effect at any time during the 180-day period prior to a change in control), her annual target bonus for the year in which the termination occurs and 100% of her target payout under all outstanding long-term incentive plan awards, (iii) acceleration of vesting and exercisability of equity awards, (iv) the continuation of certain employee welfare plan benefits for her and her

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~~dependents and beneficiaries for a period of 12 months and (v) outplacement services for a period of 12 months, or if earlier, until the first acceptance by her of an offer of employment.~~

(c)If her employment is terminated by us without cause or by her for good reason, and a change in control occurs prior to the earlier of the date which is three (3) months following the termination date or February 14th of the calendar year following the year in which the termination date occurs, Ms. Brown is entitled to receive the benefits described in (b) above.

(d)Ms. Brown will receive the following severance benefits if her employment is terminated by us for any reason other than cause in a context that does not involve a change in control, or upon any termination by reason of her death or disability: (i) her prorated bonus target for the year in which the termination occurs, (ii) a lump sum payment in an amount equal to her base salary at the rate in effect on the termination date, and (iii) the continuation of certain employee welfare plan benefits for her and her dependents and beneficiaries for a period of 12 months.

To receive the severance benefits described above, Ms. Brown must execute a full release of any and all claims against us and comply with certain obligations specified in the agreement for 12 months following the termination date, including non-solicitation and non-disparagement obligations and continued compliance with the obligations under her patent and confidentiality agreement with us. Any waiver of any breach of such obligations must be approved by us.

The description of the Severance Agreement set forth in this Item 5 is is not complete and is qualified in its entirety by reference to the full text of the Severance Agreement which is filed as Exhibit 10.4 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

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ITEM 6. EXHIBITS


Exhibit Number		Description
3.1(1)		Amended and Restated Certificate of Incorporation of AeroVironment, Inc.
3.2(2)		Third Amended and Restated Bylaws of AeroVironment, Inc.
10.1†		~~Joint Venture Agreement by and between~~ AeroVironment, Inc. Executive Severance Plan and ~~SoftBank Corp.~~Summary Description, effective ~~as of December 27, 2017.~~
~~10.2~~†		~~Design and Development Agreement by and between AeroVironment, Inc. and HAPSMobile, Inc. dated as of December 27, 2017.~~
~~10.3~~†		~~Intellectual Property License Agreement by and among AeroVironment, Inc., SoftBank Corp. and HAPSMobile, Inc. dated as of December 27, 2017.~~
~~10.4~~		~~Amended and Restated Severance Protection Agreement dated as of March 5, 2018 by and between AeroVironment, Inc. and Melissa Brown.~~January 1, 2019.
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.
32#		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document.
101.SCH		XBRL Taxonomy Extension Schema Document.
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

(1)

Incorporated by reference herein to Exhibit 3.1 to the Company’s Quarterly Report on Form 10‑Q filed March 9, 2007 (File No. 001‑33261).

(2)

Incorporated by reference herein to Exhibit 3.3 to the Company’s Annual Report on Form 10-K filed July 1, 2015 (File No. 001-33261).

†~~Confidential treatment has been requested for portions of this exhibit.~~

# The information in Exhibit 32 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act (including this report), unless the Company specifically incorporates the foregoing information into those documents by reference.

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SIGNATURES

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


Date: March ~~6, 2018~~5, 2019		AEROVIRONMENT, INC.

	By:	/s/ Wahid Nawabi
		Wahid Nawabi
		President and Chief Executive Officer
		(Principal Executive Officer)

		/s/ Teresa P. Covington
		Teresa P. Covington
		Senior Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

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	Cost		Fair Value
Due after one through five years	$	250	$	252
Due after 10 years		2,000		1,866
Total	$	2,250	$	2,118


	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	$	—	$	—	$	2,118	$	2,118
Total	$	—	$	—	$	2,118	$	2,118


	April 30,		Impairment		January 27,
	2017		Charges		2018
	(In thousands)
Licenses	$	818	$	-	$	818
Customer relationships		1,600		(867)		733
Trademarks and tradenames		60		(32)		28
Other		3		-		3
Intangibles, gross		2,481	$	(899)		1,582
Less accumulated amortization		(658)				(853)
Intangibles, net	$	1,823			$	729