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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended April 30, 2020

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

For the transition period from to

Commission file number 001-33261

AEROVIRONMENT, INC.

(Exact name of registrant as specified in its charter)

Delaware

95-2705790

(State or other jurisdiction of incorporation or organization)

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

900 Innovators Way

Simi Valley, CA

93065

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (805) 520-8350

Securities registered pursuant to Section 12(b) of the Act:

Title of Class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

AVAV

The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:

None

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

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

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 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 Smaller reporting company

Non-accelerated filer 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. 

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

The aggregate market value of the voting stock held by non-affiliates of the registrant, based on the closing price on the NASDAQ Global Select Market on October 26, 2019 was approximately $1,221.7 million.

As of June 17, 2020, the issuer had 24,063,602 shares of common stock, par value $0.0001 per share, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the conclusion of the registrant’s fiscal year ended April 30, 2020, are incorporated by reference into Part III of this Form 10-K.

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AEROVIRONMENT, INC.

INDEX TO FORM 10-K

    

    

Page

 

PART I

Item 1.

Business

3

Item 1A.

Risk Factors

19

Item 1B.

Unresolved Staff Comments

42

Item 2.

Properties

43

Item 3.

Legal Proceedings

43

Item 4.

Mine Safety Disclosure

43

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

44

Item 6.

Selected Consolidated Financial Data

45

Item 7.

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

46

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

59

Item 8.

Financial Statements and Supplementary Data

60

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

106

Item 9A.

Controls and Procedures

106

Item 9B.

Other Information

107

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

109

Item 11.

Executive Compensation

109

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

109

Item 13.

Certain Relationships and Related Transactions, and Director Independence

109

Item 14.

Principal Accounting Fees and Services

109

PART IV

Item 15.

Exhibits, Financial Statement Schedules

110

1

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PART I

Forward-Looking Statements

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

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

availability of U.S. government and allied government funding for defense procurement and research and development programs;
our reliance on certain customers, including the U.S. government and HAPSMobile, Inc., for a significant portion of our revenues;

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

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

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

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

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

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

the complexities and uncertainty of obtaining and conducting international business, including export compliance and other reporting requirements;

the impact of potential security and cyber threats;

uncertainty in the customer adoption rate of commercial use unmanned aircraft systems;

changes in the regulatory environment;
our ability to successfully integrate businesses we acquire;
our ability to respond and adapt to unexpected legal, regulatory and government budgetary changes resulting from the ongoing COVID-19 pandemic, such as shelter-in-place orders, travel restrictions, social distancing and quarantine policies, boycotts, curtailment of trade, diversion of government

2

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resources to non-defense priorities, and other business restrictions affecting our ability to manufacture and sell our products and provide our services;
unfavorable results in legal proceedings; and

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

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

Item 1. Business.

Sale of EES Business Segment

On June 29, 2018, we 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 AeroVironment. As of April 30, 2018, we determined that the EES Business met the criterion for classification as an asset held for sale and represented a strategic shift in our operations. Therefore, the assets and liabilities and the results of operations of the EES Business are reported in this Annual Report as discontinued operations for all periods presented.

The disclosures and references in this Annual Report, including financial data, the description of our business operations in this Item 1, and risk factors related to our operations included in Item 1A relate to our continuing operations, unless otherwise specifically noted.

Overview

We design, develop, produce and support a technologically-advanced portfolio of products and services for government agencies and businesses. We supply unmanned aircraft systems (“UAS”) and related services primarily to organizations within the U.S. Department of Defense (“DoD”) and to international allied governments, and tactical missile systems and related services to organizations within the U.S. government. We derive the majority of our revenue from these business areas and we believe that the markets for these solutions have significant growth potential. Additionally, we believe that some of the innovative potential products and services in our research and development pipeline will emerge as new growth platforms in the future, creating additional market opportunities.

Our success with current products and services stems from our investment in research and development and our ability to invent and deliver advanced solutions, utilizing proprietary and commercially available technologies, to help our government and commercial customers operate more effectively and efficiently. We develop these highly innovative solutions by working very closely with our key customers to solve their most important challenges related to our areas of expertise. Our core technological capabilities, developed through more than 45 years of innovation, include robotics and robotics systems autonomy; sensor design, development, miniaturization and integration; embedded software and firmware; miniature, low power wireless digital communications; lightweight aerostructures; high-altitude systems design, integration and operations; machine vision, machine learning and autonomy; low SWaP (Size, Weight and Power) system design and integration; manned-unmanned teaming and unmanned-unmanned teaming; power electronics and electric propulsion systems; efficient electric power conversion, storage systems and high density energy packaging; controls and systems integration; vertical takeoff and landing flight, fixed wing flight and hybrid aircraft flight; image stabilization and target tracking; advanced flight control systems; fluid dynamics; human-machine interface development; and integrated mission solutions for austere environments.

Our business focuses primarily on the design, development, production, marketing, support and operation of innovative UAS and tactical missile systems that provide situational awareness, remote sensing, multi-band

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communications, force protection and other information and mission effects to increase the safety and effectiveness of our customers’ operations.

Our Strategy

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

We intend to grow our business by preserving a leadership position in our core UAS and tactical missile systems markets, and by creating new solutions that enable us to create and establish leadership positions in new markets. Key components of this strategy include the following:

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

Deliver innovative new solutions into existing and new markets. Customer-focused innovation is the primary driver of our growth. We plan to continue pursuing internal and customer-funded research and development to develop better, more capable products, services and business models, both in response to and in anticipation of emerging customer needs. In some cases, these innovations result in upgrades to existing offerings, expanding their value among existing customers and markets. In other cases, these innovations become entirely new solutions that position us to address new markets, customers and business opportunities. We believe focused research and development investments will allow us to deliver innovative new products and services that address market needs within and outside of our current target markets, and enable us to create new opportunities for growth. We view strategic partnerships as a means by which to further the reach of our innovative solutions through access to new markets, customers and complementary capabilities. We also consider the acquisition of third-party assets as a potential method to obtain valuable products or technologies that can enable our growth strategy.

Foster our entrepreneurial culture and continue to attract, develop and retain highly-skilled personnel. Our company culture encourages innovation and entrepreneurialism, which helps to attract and retain highly-skilled professionals. We intend to preserve this culture to encourage the development of the innovative, highly technical system solutions and business models that give us our competitive advantage. Our values of “customer commitment,” “trust and teamwork,” “innovate and simplify,” and “ownership and results” serve as the foundation of our culture. We believe that our values help to guide the behavior of our people and serve to maintain a positive work environment that inspires loyalty among our employees and customers.

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

Effectively manage our growth portfolio for long-term value creation. Our production and development programs and services present numerous investment opportunities that we believe will deliver long-term growth by providing our customers with valuable new capabilities. We evaluate each opportunity independently and within the

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context of other investment opportunities to determine its relative timing and potential, and thereby its priority. This process helps us to make informed decisions regarding potential growth capital requirements and supports our allocation of resources based on relative risks and returns to maximize long-term value creation, which is a key element of our growth strategy. We also review our portfolio on a regular basis to determine if and when to narrow our focus on the highest potential growth opportunities.

Customers

We sell the majority of our UAS and services to organizations within the DoD, including the U.S. Army, Marine Corps, Special Operations Command, Air Force and Navy, and to allied governments. We sell our tactical missile systems to organizations within the U.S. government. We also develop High Altitude Pseudo-Satellite (“HAPS”) systems for HAPSMobile Inc., a commercial joint venture of which we own approximately 7%.

During our fiscal year ended April 30, 2020, we generated approximately 32% of our revenue from the U.S. Army pursuant to orders placed under contract by the U.S. Army on behalf of itself as well as for several other organizations within the DoD. Other U.S. government agencies and government subcontractors accounted for 22% of our sales revenue, and HAPSMobile Inc. accounted for 17% of our sales revenue. Sales revenue to other foreign customers, inclusive of foreign military sales made through the DoD, commercial and consumer customers accounted for the remaining 29% of sales revenue during our fiscal year ended April 30, 2020.

Technology, Research and Development

Technological Competence and Intellectual Property

Our company was founded by the late Dr. Paul B. MacCready, the former Chairman of our board of directors and an internationally renowned innovator who was instrumental in establishing our entrepreneurial and creative culture. This culture has consistently enabled us to attract and retain highly-motivated, talented employees and has established our reputation as an innovative leader in the industries in which we compete.

The innovations developed by our company and our founder include, among others: the world’s first effective human-powered and manned solar-powered airplanes; the first modern passenger electric car, the EV1 prototype for General Motors; the world’s highest flying airplane in level flight, Helios™, a solar-powered unmanned aircraft system that reached over 96,000 feet above sea level in 2001; Global Observer, the world’s first liquid hydrogen-fueled unmanned aircraft system; the Nano Hummingbird™, the world’s first flapping wing unmanned aircraft system capable of precise hover and omni-directional flight; and Blackwing™, the first submarine-launched unmanned aircraft system deployed by the U.S. Navy. The Smithsonian Institution possesses seven vehicles developed by our company or our founder in its permanent collection. Our history of innovation excellence is the result of our talented, creative and skilled employees whom we encourage to invent and develop innovative new solutions.

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

As of April 30, 2020, we had issued and retained 202 U.S. patents, as well as 104 pending U.S. patent applications; 26 active Patent Cooperation Treaty applications; and numerous foreign patents and pending applications. In many cases, when appropriate and to preserve confidentiality, we opt to protect our intellectual property through trade secrets as opposed to filing for patent protection.

The U.S. government has licenses to some of our intellectual property that was specifically developed in performance of government contracts, and may use or authorize others to use this intellectual property. In some cases we

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fund the development of certain intellectual property to maximize its value and limit its use by potential competitors. While we consider the development and protection of our intellectual property to be integral to the future success of our business, at this time we do not believe that a loss or limitation of rights to any particular piece of our intellectual property would have a material adverse effect on our overall business.

Research, Development and Commercialization Projects

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

Sales and Marketing

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

International Sales

We contract with international sales representatives and team with domestic organizations in a number of foreign markets and believe that these markets represent growth opportunities for our business. Our international sales, inclusive of foreign military sales, accounted for approximately 45%, 52% and 47%, of our revenue for the fiscal years ended April 30, 2020, 2019 and 2018, respectively.

Competition

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

Manufacturing and Operations

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

We outsource certain production activities, such as the fabrication of certain aerostructures, the manufacture and assembly of electronic printed circuit boards, and payload components to qualified suppliers, with many of whom we have long-term relationships. This outsourcing enables us to focus on our core expertise of final assembly, system

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integration and test processes for our products, ensuring high levels of quality and reliability. We forge strong relationships with key suppliers based on their ability to grow with our production needs and support our growth plans. We continue to expand upon our suppliers’ expertise to improve our existing products and develop new solutions. We rely on both single and multiple suppliers for certain components and subassemblies. (See “Risk Factors—If critical components or raw materials used to manufacture our products become scarce or unavailable, then we may incur delays in manufacturing and delivery of our products, which could damage our business” for more information.) All of our production systems operate in accordance with our AS9100D registered Quality Management System, which is focused on continuous improvement in order to increase acceptance rates, reduce lead times and lower cost.

Customer Funded Research and Development

We actively pursue externally funded projects that help us to strengthen our technological capabilities. We submit bids to large research customers, such as the Defense Advanced Research Projects Agency, the U.S. Air Force, the U.S. Army and the U.S. Special Operations Command, for projects that we believe have the potential for future procurement. In some cases commercial enterprises may fund our research and development activities, as with our HAPSMobile Inc. development program. Providing these services contributes to the development and enhancement of our technical competencies. In an effort to manage the ability of our key technical personnel to support multiple, high-value research and development initiatives, we attempt to limit the volume of customer funded research and development projects that we accept. This process enables us to focus these personnel on projects we believe offer the greatest current and future value to our business.

Seasonality

Historically our revenue in the second half of our fiscal years has exceeded our revenue in the first half of our fiscal years. The factors that affect our revenue recognition between accounting periods include the timing of new contract awards, the availability of U.S. government and international government funding, lead time to manufacture our family of systems to customer specification, customer acceptance and other regulatory requirements.

Raw Materials and Suppliers

Historically, we have not experienced significant delays in the supply or availability of our key raw materials or components provided by our suppliers, nor have we experienced a significant price increase for raw materials or components. We do not presently anticipate any such delays or significant price increases in our fiscal year 2021.

Product Mix

The table below shows our revenue for the periods indicated by major product line:

Fiscal Year Ended

 

April 30,

 

    

2020

    

2019

    

2018

 

Small UAS

61

%

58

%

62

%

TMS

17

%

21

%

24

%

HAPS

17

%

18

%

11

%

Other

5

%

3

%

3

%

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Contract Mix

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

Fiscal Year Ended

 

April 30,

 

    

2020

    

2019

    

2018

 

Fixed-price contracts

73

%

71

%

79

%

Cost-reimbursable contracts

26

%

28

%

21

%

Time-and-materials contracts

1

%

1

%

%

Employees

As of April 30, 2020, we had 823 full time employees and 5 part time employees, of whom 343 were in research and development and engineering, 50 were in sales and marketing, 266 were in operations and 169 were general and administrative personnel. We believe that we have a good relationship with our employees.

Backlog

Consistent with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), we define backlog as remaining unsatisfied performance obligations under firm orders for which work has not been performed. As of April 30, 2020 and 2019, our backlog was approximately $208.1 million and $164.3 million, respectively. We expect that approximately 96% of our backlog will be recognized as revenue during our fiscal year ending April 30, 2021.

In addition to our backlog, we had unfunded backlog of $122.0 million and $45.2 million as of April 30, 2020 and 2019, respectively. We define unfunded backlog as the total remaining potential order amounts under cost reimbursable and fixed price contracts with (i) multiple one-year options, and indefinite delivery, indefinite quantity (“IDIQ contracts”), or (ii) incremental funding. Unfunded backlog does not obligate the customer 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, with the exception of the remaining potential value of the FCS domain, does not include the remaining potential value associated with a U.S. Army IDIQ-type contract for small UAS because values for each of the other domains within the contract have not been disclosed by the customer, and we cannot be certain that we will secure all task orders issued against the contract.

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

Other Information

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

Our principal executive offices are located at 900 Innovators Way, Simi Valley, California 93065. Our telephone number is (805) 520-8350. Our website home page is http://www.avinc.com. We make our website content

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available for information purposes only. It should not be relied upon for investment purposes, nor is it incorporated by reference into this Annual Report.

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

Our Business

Our business addresses the increasing economic and security value of distributed, network-centric intelligence, surveillance and reconnaissance (“ISR”), communications, remote sensing and effects delivery with innovative UAS and tactical missile system solutions.

Industry Background

Small UAS

The defense market for small UAS has grown significantly since the early 2000s, driven largely by the demands associated with the global threat environment and resulting procurement by military customers, the early adopters for this technology. Small UAS now represent an accepted and enduring capability for the military. The U.S. military’s transformation into a smaller, more agile force that operates via a network of observation, communication and precision targeting technologies accelerated following the terrorist attacks of September 11, 2001, as it required improved, distributed observation and targeting of enemy combatants who operate in small groups, often embedded in dense population centers or dispersed in remote locations, to operate effectively in a counterinsurgency threat environment. We believe that UAS, which range from large systems, such as Northrop Grumman’s Global Hawk and General Atomics’ Predator, Sky Warrior, Reaper and Gray Eagle, to small systems, such as our Raven, Wasp AE, Puma AE, and VAPOR serve as integral components of today’s military force. These systems provide critical observation and communications capabilities serving the increasing demand for actionable intelligence, while reducing risk to individual “warfighters.” Small UAS can provide real-time observation and communication capabilities to the small units who control them. As airspace regulations in the U.S. and other nations evolve to accommodate the commercial use of small UAS, significant growth in the number of entities developing small UAS solutions is taking place.

Tactical Missile Systems

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

High-Altitude Pseudo-Satellite (“HAPS”) UAS

We believe a market opportunity exists for HAPS UAS that can fly for months at a time to provide continuous remote sensing and communications in an affordable manner over great distances. Existing solutions such as terrestrial cellular towers, communications satellites and manned and unmanned aircraft address some of the emerging demand for this capability, but do so at relatively high financial and resource costs. Next generation mobile telephony, referred to as 5G, can use higher frequencies than those currently employed by 4G and LTE networks. These higher frequencies are

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not capable of traveling long distances as compared to the frequencies associated with existing networks. As a result, 5G deployment requires the installation of a large number of base stations and cellular towers to complement existing infrastructure, resulting in a significant investment of time, resources and capital. Geosynchronous satellites provide fixed, continuous communications capabilities to large portions of the globe, but they operate more than 20,000 miles from the surface of the earth, therefore limiting the bandwidth they can provide, introducing latency in communications signals and requiring relatively larger, higher power ground stations. Remote sensing satellites typically operate at lower altitudes, but are unable to maintain geosynchronous positions, meaning they are moving with respect to the surface of the earth, resulting in a limited presence over specific areas of interest and significant periods of time during which they are not present over those areas. A new category of constellations consisting of a large number of very small and low earth orbiting satellites is proposed to provide a lower cost alternative with more ubiquitous coverage for reconnaissance and communication, but is only beginning to be deployed in meaningful quantities and may not be capable of providing the uninterrupted service and quality required by commercial mobile carriers. High-altitude balloons carrying communication payloads are subject to wind direction and speed and, therefore, may not be able to deliver the continuous, uninterrupted service and connection quality required by commercial mobile carriers but may be suitable for other applications. UAS that are capable of operating in an affordable manner for extended periods of time over an area of interest without gaps in availability while carrying a communications or observation payload could help to satisfy this need.

Our Solutions

We supply our UAS products and services to multiple customers within and outside of the United States and our tactical missile systems products and services to organizations within the U.S. government.

Small UAS Products

Our small UAS, including Raven, Wasp AE, Puma AE, Puma LE, VAPOR and Quantix Recon are designed to operate reliably at very low altitudes in a wide range of environmental conditions, providing a vantage point from which to collect and deliver valuable information. Military forces employ our small UAS to deliver ISR and communications, including real-time tactical reconnaissance, tracking, combat assessment and geographic data, directly to the small tactical unit or individual operator, thereby increasing flexibility in mission planning and execution. Our small UAS wirelessly transmit critical live video and other information generated by their payload of electro-optical, infrared or other sensors directly to a hand-held ground control unit, enabling the operator to view and capture images, during the day or at night, on the control unit. Our Quantix Recon mapping drone generates a volume of high-resolution data significantly larger than wireless bandwidth can accommodate, requiring the onboard storage and subsequent transfer of data once the air vehicle has landed. With the exception of Quantix Recon, our ground control systems allow the operator to control the aircraft by programming it for GPS-based autonomous navigation using operator-designated way-points, or by manual flight operation. The ground control systems are designed for durability and ease of use in harsh environments and incorporate a user-friendly, intuitive user interface. All of our fixed wing small UAS currently in production for military customers operate from our common ground control system. Our Quantix Recon system plots its own flight path and launches, flies and lands autonomously to complete its mission. Our VAPOR helicopter UAS currently employs a distinct portable ground control system.

We designed our small UAS to be transportable by as few as a single person, assembled in minutes and launched and operated by one or two people, with limited training required. The efficient and reliable electric motors used in all of our small UAS are powered by modular battery packs that can be replaced quickly, enabling rapid return to flight. We designed all of our small UAS to be reusable for hundreds of flights under normal operating circumstances and to be recovered through an autonomous landing feature that enables a controlled descent to a designated location.

In military applications, our small UAS provide forward aerial observation capabilities that enable tactical commanders to observe, for example, around the next corner, to the next intersection or past a ridgeline in real-time. This information facilitates faster, safer movement through urban, rural, riverine and mountainous environments and can enable troops to be proactive based on field intelligence rather than reactive to attack. Moreover, by providing this information, our systems reduce the risk to warfighters and to the surrounding population by providing the ability to tailor the military response to the threat. U.S. military personnel regularly use our small UAS, such as Raven, for

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missions such as force protection, combat observation and damage assessment. These reusable systems are easy to transport, assemble and operate and are relatively quiet when flying at typical altitudes of 300 to 500 feet above ground level, as a result of our efficient electric propulsion systems. Furthermore, their small size makes them difficult to see from the ground. In addition, the low cost of our small UAS relative to larger systems and alternatives makes it practical for customers to deploy these assets in large quantities, directly to warfighters.

In emerging commercial applications, our small UAS enable enterprises to manage valuable assets such as crops, powerlines and railroad infrastructure, more effectively and safely than previously possible. Our Quantix Mapper and VAPOR helicopter systems are designed to provide more accurate and timely information to individuals or organizations for more informed decision-making. Better and more timely information can translate into more efficient activities that facilitate more efficient use of resources such as maintenance operations.

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

Certain systems within our small UAS portfolio include multiple aircraft, our common and interoperable hand-held ground control system and an array of spare parts and accessories. Other systems, namely, Puma LE, VAPOR and Quantix Recon, consist of a single air vehicle, as well as a ground control system, spare parts and accessories. Our current small UAS portfolio for defense applications consists of the following aircraft:

Small

Wingspan /

UAS

Rotor Diameter

Weight

Standard

Range

Flight Time

Product

(ft.)

(lbs.)

Launch and Recovery

Sensors

(mi.)(1)

(min.)(1)

Puma LE

15.0

23

Hand or bungee launch and autonomous/manual skid landing (ground or water)

Mechanical pan, tilt, zoom and digital zoom electro-optical and infrared

12

330

Puma AE

9.2

15

Hand, bungee, or mechanical launch and vertical autonomous landing capable (ground or water)

Mechanical pan, tilt, zoom and digital zoom electro-optical and infrared

12

150

Raven

4.5

4.5

Hand launch and vertical autonomous landing capable

Mechanical pan, tilt, zoom and digital zoom electro-optical and infrared

6

60

-

90

Wasp AE

3.3

2.8

Hand launch and vertical autonomous landing capable (ground or water)

Mechanical pan, tilt, zoom and digital zoom electro-optical and infrared

3

50

VAPOR 35

5.6

32.0

Vertical take-off and landing

Ability to integrate multiple third party payloads

5

60

VAPOR 55

7.5

55.0

Vertical take-off and landing

Ability to integrate multiple third party payloads

5

60

Quantix Recon

3.2

5.0

Vertical take-off and landing

Dual 18 megapixel high-resolution RGB and multispectral

12

45

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

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

Our line of miniature gimbaled sensor payloads provides small UAS operators with enhanced observation and target tracking functionality. Our DDL is integrated into Puma LE, Puma AE, Raven and Wasp AE systems, enhancing their capabilities, and ultimately, the utility of our small UAS by enabling more efficient radio spectrum utilization and communications security. Small UAS incorporating our DDL are optimized for the low-power, low-latency, and

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streaming bandwidth efficiency required for UAS. Additionally, our DDL enables each air vehicle to operate as an Internet-Protocol addressable hub capable of routing and relaying video, voice and data to and from multiple other nodes on this ad hoc network. This capability enables beyond line-of-sight operation of our small UAS, further enhancing their value proposition to our customers.

Tactical Missile Systems Products

Our tactical missile systems consist of tube-launched aircraft that deploy with the push of a button, fly at higher speeds than our small UAS, and perform either effects delivery or reconnaissance missions. Switchblade, the first of our tactical missile systems products, can be transported in its launch tube, within a backpack, and deployed within minutes to defend against lethal threats such as snipers and mortar launchers. With a high level of precision, including a customized warhead, patented wave-off, loiter and re-engagement capabilities, Switchblade can neutralize a target rapidly and accurately without causing collateral damage. Furthermore, because it streams live electro-optical and thermal video to its operator, Switchblade can be called off in the final moments prior to a strike should the situation require, potentially eliminating damage to non-combatants. Blackwing, a variant of Switchblade, launches from a submerged submarine and carries extra batteries instead of a warhead, providing longer flight time for reconnaissance operations.

Support Services

In support of our small UAS for defense applications we offer a suite of services that help to ensure the successful operation of our products by our customers. These services generate incremental revenue for us and provide us with continuous feedback to understand the performance of our systems, anticipate our customers’ needs and develop additional customer insights. We believe that this ongoing feedback loop enables us to continue to provide our customers with innovative solutions that help them succeed. We provide spare parts as well as repair, refurbishment and replacement services in a manner that seeks to minimize supply chain delays and support our customers whenever and wherever needed. Our facilities in Simi Valley, CA also serve as primary depots for repairs and spare parts.

We provide comprehensive training services to support all of our small UAS and tactical missile systems for defense applications. Our highly-skilled instructors typically have extensive military experience. We deploy training teams throughout the continental United States and overseas to support our customers’ training needs on both production and development-stage systems.

Customer Funded Research and Development

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

Technology, Research and Development

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

robotics and robotics systems autonomy technologies;

sensor design, development, miniaturization and integration;
embedded software and firmware, analytics processing, database systems, web, desktop and mobile applications, standards-based interfaces;
miniature, low power wireless digital communications;

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lightweight, low speed aerostructures and aerodynamic design;

high-altitude long-endurance systems design, integration and flight operations
machine vision, machine learning, advanced auto flight control, auto target recognition, autonomous mission planning and teaming
low SWaP (Size, Weight and Power) system design and integration
manned-unmanned teaming, unmanned-unmanned teaming;
power electronics and electric propulsion systems;
efficient electric power conversion, storage systems and high-density energy packaging;
controls and systems integration;
vertical takeoff and landing flight, fixed-wing flight and hybrid flight unmanned aircraft systems;

image stabilization and target tracking;

advanced flight control systems;

fluid dynamics;
human-machine interface development; and

integrated mission solutions for austere environments.

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

Tactical Missile System Variants. We pioneered our first rapidly deployable, high-precision tactical missile system, named Switchblade, for use by defense ground forces. Switchblade is now deployed by the U.S. military to provide force protection to its troops overseas in combat operations. During numerous demonstrations over the course of several years, multiple potential customers requested modifications to Switchblade to accommodate their specific mission requirements. We performed a number of successful demonstrations and are now developing several variants of Switchblade for new customers and applications, including deployment from sea and air vehicles. Blackwing, a submarine-launched reconnaissance system, represents one of the variants. Another variant is a larger version of Switchblade that delivers longer endurance, greater range, a larger payload and more significant mission effects. We believe these new variants have the potential to expand our tactical missile systems opportunities significantly.

HAPS Unmanned Aircraft Systems. Building on our decades of groundbreaking development and demonstration of high altitude solar-powered UAS, in fiscal year 2018 we established a joint venture with SoftBank Corp. to create a global broadband and telecommunications company to demonstrate and deploy HAPS UAS around the world. As of April 30, 2020, AeroVironment owned a 7% share of HAPSMobile Inc., while SoftBank Corp. owned a majority 93% share. The joint venture is funding AeroVironment’s development and demonstration of solar-powered HAPS UAS. AeroVironment possesses exclusive rights to manufacture and supply the solar HAPS UAS developed by the joint venture to HAPSMobile Inc., subject to meeting contractual performance criteria. HAPSMobile Inc. possesses exclusive rights to market the solar HAPS UAS for commercial

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markets globally, while AeroVironment possesses exclusive rights to market the solar HAPS UAS for non-commercial markets globally, with the exception of Japan.

Sales and Marketing

Our Product Line Management organization translates customer and market requirements into multi-year product roadmaps that guide our development, engineering and manufacturing plans. We organize our U.S. business development team members by target market and customer, and we locate team members in close proximity to the customers they support, where possible. We organize our program managers by product and focus on designing optimal solutions and contract fulfillment, as well as internalizing feedback from customers and users. By maintaining assigned points of contact with our customers, we believe that we are able to maintain our relationships, service existing contracts effectively and gain vital feedback to improve our responsiveness and product offerings.

Manufacturing and Operations

Continued investment in infrastructure has established our manufacturing capability to meet demand with scalable capacity. We have the manufacturing infrastructure to produce products at rates higher than our historical volumes, support initial low rate production for new UAS development programs and tactical missile systems and execute initial low-rate production of large UAS. By drawing upon experienced personnel across various manufacturing industries including aerospace, automotive and volume commodities, we have instituted lean production systems and leverage our International Organization for Standardization (“ISO”) certification for Quality Management, integrated supply chain strategy, document control systems and process control methodologies for production. Presently, we perform small UAS manufacturing at the 85,000 square foot manufacturing facility we established in 2005. Our ISO 9001:2015 + AS9100D certified manufacturing facilities are designed to accommodate demand of up to 1,000 aircraft per month. ISO 9001:2015 + AS9100D refers to a set of voluntary standards for quality management systems. The 9001:2015 standards are established by the ISO to govern quality management systems used worldwide. We are regularly audited and certified to be compliant by a third party, accredited registrar. Accreditation of SAI Global, our third party registrar, is by the ANSI National Accreditation Board. These audits performed as part of certification evaluate the effectiveness of companies’ quality management systems and their compliance with ISO standards. Some companies and government agencies view ISO certification as a positive factor in supplier assessments.

Competition

The market for defense small UAS continues to evolve in response to changing technologies, shifting customer needs and expectations and the potential introduction of new products. We believe that a number of established domestic and international defense contractors have developed or are developing small UAS that continue to compete, or will compete, directly with our products. Some of these contractors have significantly greater financial and other resources than we possess. Our current principal small UAS competitors include Elbit Systems Ltd., FLIR Systems, Inc., L3 Technologies, Inc., and Lockheed Martin Corporation. We do not view large UAS such as Northrop Grumman Corporation’s Global Hawk, General Atomics, Inc.’s Predator and its derivatives, The Boeing Company’s ScanEagle and Textron Inc.’s Shadow as direct competitors to our small UAS because they perform different missions, do not typically deliver their information directly to front-line ground forces and are not hand-launched and controlled. However, we cannot be certain that these platforms will not become direct competitors in the future. Potential competition from consumer-focused drone manufacturers is emerging as their capabilities increase and their prices remain low relative to existing defense solutions, which is resulting in some level of military consideration even if such drones do not meet traditional military performance or security specifications.

The market for HAPS UAS is in an early stage of development. As a result, this category is not well defined and is characterized by multiple potential solutions. An existing contractor that claims to provide high altitude long endurance UAS is Northrop Grumman Corporation with its Global Hawk. Several aerospace and defense contractors have pursued this market opportunity with proposed very long duration UAS, including The Boeing Company, Airbus, Lockheed Martin Corporation and Northrop Grumman Corporation. Companies pursuing airships (high altitude aircraft that are kept buoyant by a body of gas that is lighter than air) as a solution for this market include Lockheed Martin Corporation and Northrop Grumman Corporation. Loon LLC is pursuing the deployment of lighter-than-air high-altitude

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balloons without propulsion to create networks that can provide connectivity. A number of telecommunications, aerospace and technology companies, including AeroVironment, HAPSMobile Inc. and Loon LLC launched the HAPS Alliance to promote the benefits of HAPS to the global population. Companies pursuing conventional satellites as a solution for this market include The Boeing Company, Lockheed Martin Corporation, General Dynamics Corporation, EADS N.V., Ball Corporation and Northrop Grumman Corporation. Companies pursuing Low Earth Orbit (“LEO”), micro or cubesat satellite constellations for global communication and remote sensing include Amazon, OneWeb, SpaceX and The Boeing Company. Companies owning and operating terrestrial cellular tower networks include American Tower Corporation, Crown Castle International Corp. and SBA Communications Corporation.

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

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

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

Regulation

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

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

In addition, we are subject to industry-specific regulations due to the nature of the products and services we provide. For example, certain aspects of our business are subject to further regulation by additional U.S. government authorities, including (i) the Federal Aviation Administration (“FAA”), which regulates airspace for all air vehicles in the U.S. National Airspace System, (ii) the National Telecommunications and Information Administration and the Federal Communications Commission, which regulate the wireless communications upon which our UAS depend in the United States and (iii) the Defense Trade Controls of the U.S. Department of State that administers the International Traffic in Arms Regulations, which regulate the export of controlled technical data, defense articles and defense services.

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On June 21, 2016 the FAA released its final rules that allow routine use of certain small UAS in the U.S. National Airspace System. The FAA rules, which went into effect in August 2016, provide safety rules for small UAS (under 55 pounds) conducting non-recreational operations. The rules limit flights to visual-line-of-sight daylight operation, unless the UAS has anti-collision lights in which case twilight operation is permitted. The final rule also addresses height and speed restrictions, operator certification, optional use of a visual observer, aircraft registration and marking and operational limits, including prohibiting flights over unprotected people on the ground who are not directly participating in the operation of the UAS. Current FAA regulations require drone operators to register their systems with the FAA and secure operating licenses for their drones as per the Part 107 specifications. These regulations continue to evolve to accommodate the integration of UAS into the national airspace system for commercial applications, including HAPS UAS.

In December 2019, the FAA proposed rules requiring the remote identification of UAS. Remote identification, which provides for a UAS in flight to provide identification that can be received by other parties, is designed to enhance safety and security by allowing the FAA and other agencies to identify a UAS that appears to be flying unsafely or in an area in which flight is not permitted. The public comment period for the proposed rules expired on March 2, 2020. Additionally, in February 2020, the FAA issued a public request for comment on its proposed policy for the creation of a new type certification of certain UAS as a special class of aircraft under FAA regulations. Currently the Part 107 Rules allow for the operation of small UAS without the need for FAA airworthiness certification as long as the UAS meets certain specified criteria and certain flight rules are followed; larger UAS and operations of small UAS outside the scope of the Part 107 Rules require a waiver from the FAA. The FAA’s proposed policy proposes a new special class of UAS for which airworthiness certification can be obtained, however, the proposed policy only applies to the procedures for the type certification of the new class of UAS, not the criteria that will be needed for the UAS or the flight operations to be followed to operate. Further rulemaking by the FAA is anticipated regarding the particular criteria for the airworthiness certification standards under the new special class proposed by the new policy. The comment period for the FAA’s proposed policy expired on March 4, 2020.

While it is currently anticipated that the enactment of remote identification and a new airworthiness certification process for a newly created special class of UAS will help formalize the process for manufacturing and obtaining airworthiness certification for UAS within the newly created class and accelerate the development of commercial UAS in the U.S., it is uncertain whether the FAA’s actions, if any, will have such effects. Additionally, it is unclear when, if ever, the FAA will implement final rules regarding remote UAS identification and whether they will differ from the proposed rules. It is also unclear when, if at all, the FAA will create a new class of UAS and what the final rules regarding the certification of such UAS will look like. We cannot be certain as to how our business will be affected by the FAA’s proposals until the final rules for such matters are issued by the FAA.

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

Government Contracting Process

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

Bidding Process

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

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Funding

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

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

Material Government Contract Provisions

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

terminate existing contracts for convenience, in whole or in part, when it is in the interest of the government to do so;

terminate contracts for default upon the occurrence of certain enumerated events;

unilaterally modify contracts with regard to certain performance requirements;

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

potentially obtain rights in, or ownership to, intellectual property associated with products and systems developed or delivered by a contractor as a result of its performance of the contract;

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

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

control or prohibit the export of certain items.

Generally, government contracts are subject to oversight audits by government representatives. Compensation, if any, in the event of a termination for default is limited to payment for work completed at the time of termination. In the event of a termination for convenience, the contractor may receive the contract price for completed work, as well as its costs of performance of terminated work including an allowance for profit and reasonable termination settlement costs.

Government Contract Categories

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

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

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

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

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

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

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

We typically experience lower profit margins and lower risk under cost reimbursable contracts than under fixed-price contracts. Upon the termination of a cost reimbursable contract, generally we would be entitled to reimbursement of our allowable costs and, if the termination is at the U.S. government’s convenience, a total fee proportionate to the percentage of work completed under the contract.

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

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a time-and-materials, award fee contract. Under this type of contract, a positive or negative incentive can be earned based on achievement against specific performance metrics.

Indefinite Delivery Indefinite Quantity Contract Form

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

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

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

Item 1A. Risk Factors.

General Business Risks

We rely heavily on sales to certain customers, including the U.S. government, particularly to agencies of the Department of Defense, and HAPSMobile, Inc.

Historically, we have derived a significant portion of our total sales and our small UAS and tactical missile systems sales from the U.S. government and its agencies. Additionally, more recently, we have derived a significant portion of our revenue from contracts with HAPSMobile, Inc. Sales to the U.S. government, either as a prime contractor or subcontractor and inclusive of foreign military sales, represented approximately 61% of our revenue for the fiscal year ended April 30, 2020. The DoD, our principal U.S. government customer, accounted for approximately 51% of our revenue for the fiscal year ended April 30, 2020. We believe that the success and growth of our business for the foreseeable future will continue to depend to a significant degree on our ability to win government contracts, in particular from the DoD. Many of our government customers are subject to budgetary constraints and our continued performance under these contracts, or award of additional contracts from these agencies, could be jeopardized by spending reductions, including constraints on government spending imposed by the Balanced Budget Act of 2019 and its subsequent amendments, or budget cutbacks at these agencies. The funding of U.S. government programs is uncertain and dependent on continued congressional appropriations and administrative allotment of funds based on an annual budgeting process. We cannot assure you that current levels of congressional funding for our products and services will continue and that our business will not decline. Additionally, if annual budget appropriations or continuing resolutions are not enacted timely, we could face U.S. government shutdowns, which could adversely impact our programs and contracts with the U.S. government, our ability to receive timely payment from U.S. government entities and our ability to timely obtain export licenses for our products to fulfill contracts with our international customers.

The U.S. military funds our contracts primarily through operational needs statements, and to a lesser extent, through programs of record, which provides us with less visibility and certainty on future funding allocations for our contracts. Furthermore, all of our contracts with the U.S. government are terminable by the U.S. government at will. A significant decline in government expenditures generally, or with respect to programs for which we provide products, could adversely affect our business and prospects. Our operating results may also be negatively impacted by other developments that affect these government programs generally, including the following:

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

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

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

delays or changes in the government appropriations and budget process;

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

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

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

In fiscal year 2020, HAPSMobile accounted for 17% of our total revenue. Our Design and Development Agreement with HAPSMobile allows HAPSMobile to terminate the contract at its convenience for any reason. The termination of this contract or the loss of revenues from programs with HAPSMobile, could cause our revenue to decline and materially adversely affect our results of operations.

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

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

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

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

generate sufficient revenue to maintain profitability;

acquire and maintain market share;

achieve or manage growth in our operations;

develop and renew contracts;

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

successfully develop and commercially market new products;

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

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access additional capital when required and on reasonable terms.

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

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

The defense industry is highly competitive and generally characterized by intense competition to win contracts. Our current principal small UAS competitors include Elbit Systems Ltd., FLIR Systems, Inc., L3 Technologies, Inc. and Lockheed Martin Corporation. We do not view large UAS such as Northrop Grumman Corporation’s Global Hawk, General Atomics, Inc.’s Predator and related products, The Boeing Company’s ScanEagle and Textron Inc.’s Shadow as direct competitors because they perform different missions, do not typically deliver their information directly to front-line ground forces, and are not hand launched and controlled. However, we cannot be certain that these platforms will not become direct competitors in the future. Potential competition from consumer-focused drone manufacturers is emerging as their capabilities increase and their prices remain low relative to existing defense solutions, which is resulting in some level of military consideration even if such drones do not meet traditional military performance or security specifications. The HAPS UAS market is in an early stage of development and our HAPS UAS faces competition from several aerospace and defense contractors and internet technology companies pursuing the high altitude long endurance UAS market for global communication and remote sensing, including The Boeing Company, Airbus, Lockheed Martin Corporation and Northrop Grumman Corporation, and competition from companies pursuing alternative solutions for this market such as Lockheed Martin Corporation and Northrop Grumman Corporation with airships (high altitude aircraft that are kept buoyant by a body of gas that is lighter than air) and companies pursuing conventional satellites and LEO micro or cubesat satellite constellations. Our tactical missile systems business faces competition from competitors including Textron Inc., Raytheon Technologies and Lockheed Martin Corporation.

Some of these firms have substantially greater financial, management, research and marketing resources than we have. Our UAS services business also faces competition from smaller businesses that can provide training and logistics services for multiple UAS platforms, including our small UAS.

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

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

We cannot accurately predict the future growth rates or sizes of the markets for our products. Demand for our products may not increase, or may decrease, either generally or in specific markets, for particular types of products or during particular time periods. We believe the market for commercial UAS is nascent. Moreover, there are only a limited number of major programs under which the U.S. military, our primary customer, is currently funding the development or

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purchase of our UAS and tactical missile systems. Although we have expanded our UAS customer base to include foreign governments, and domestic non-military agencies, we cannot assure you that our continued efforts to further increase our sales to these customers will be successful. The expansion of the UAS, tactical missile systems, and commercial UAS markets in general, and the market for our products in particular, depends on a number of factors, including the following:

customer satisfaction with these types of systems as solutions;

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

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

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

obtaining timely regulatory approvals, including, with respect to our small UAS business, access to airspace and wireless spectrum; and

marketing efforts and publicity regarding these types of systems.

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

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

We derived approximately 45% of our revenue from international sales, including U.S. government foreign military sales in which an end user is a foreign government, during the fiscal year ended April 30, 2020 compared to 52% for the fiscal year ended April 30, 2019. We expect to continue to derive a significant portion of our revenue from international sales. Our international revenue and operations are subject to a number of material risks, including the following:

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

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

the complexity and necessity of using foreign representatives and consultants;

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

the complexity of shipping our products internationally through multiple jurisdictions with varying legal requirements;

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

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

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

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

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

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

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

Negative developments in any of these areas in one or more countries could result in a reduction in demand for our products, the cancellation or delay of orders already placed, threats to our intellectual property, difficulty in collecting receivables and a higher cost of doing business, any of which could negatively impact our business, financial condition or results of operations. While we have adopted policies and procedures to facilitate compliance with laws and regulations applicable to our international sales, our failure, or the failure by our employees or others working on our behalf, to comply with such laws and regulations may result in administrative, civil or criminal liabilities, including fines, suspension or debarment from government contracts or suspension of our export privileges. Moreover, our sales, including sales to customers outside the United States, substantially all are denominated in U.S. dollars, and downward fluctuations in the value of foreign currencies relative to the U.S. dollar may make our products more expensive than other products, which could harm our business.

We could be prohibited from shipping our products to certain countries if we are unable to obtain U.S. government authorization regarding the export of our products, or if current or future export laws limit or otherwise restrict our business. In addition, failure to comply with export laws could result in fines, export restrictions and other sanctions and penalties.

We must comply with U.S. and other laws regulating the export of our products. In some cases, explicit authorization from the relevant U.S. government authorities is needed to export our products. The export regulations and the governing policies applicable to our business are subject to change. We cannot provide assurance that such export authorizations will be available for our products in the future. Compliance with these laws has not significantly limited our operations or our sales in the recent past, but could significantly limit them in the future. We maintain an export compliance program but there are risks that our compliance controls may be ineffective. In November 2019, we entered into a consent agreement (the “Consent Agreement”) with the U.S. Department of State’s Directorate of Defense Trade Controls Office of Defense Trade Controls Compliance to resolve various alleged violations of the Armed Export Control Act and the International Traffic in Arms Regulations (“ITAR”) that occurred between June 2014 and December 2016. The Consent Agreement has a two-year term and provides for, among other things: (i) a civil penalty of $1,000,000 payable in installments, $500,000 of which is suspended on the condition that such amount is used for future remedial compliance costs over the term of the Consent Agreement and/or credited against prior compliance enhancement costs already expended by us; (ii) the appointment of an external Special Compliance Officer for a minimum of one year to oversee our compliance with the Consent Agreement and ITAR; and (iii) one external audit of our compliance with the Consent Agreement and ITAR. We expect that the $500,000 suspension amount will be satisfied by our past and future compliance program remediation efforts. Our failure to comply with the terms of the Consent Agreement or export laws and regulations in general can subject us to additional fines, penalties and sanctions, including suspension of export privileges, which could have a material adverse impact on our business, operations and financial condition and limit or prevent us from being able to sell our products in certain international jurisdictions.

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

The complexity of our business has increased significantly over the last several years. We have expanded the number of product lines being pursued, shifting from primarily a U.S. government focused business to a business that includes substantial international product sales and added commercial services and formed a joint venture with SoftBank

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Corp. to develop HAPS UAS. We also acquired Pulse Aerospace, LLC, a Kansas-based developer of UAS capable of vertical take-off and landing (VTOL), in June 2019. These have increased complexity and our expected growth has placed, and will continue to place, a strain on our management and our administrative, operational and financial infrastructure. We anticipate further growth of headcount and facilities will be required to address expansion in our product offerings and the geographic scope of our customer base. However, if we are unsuccessful in our efforts, our business could decline. Our success will depend in part upon the ability of our senior management to manage our increased complexity and expected growth effectively. To do so, we must continue to hire, train, manage and integrate a significant number of qualified managers and engineers. If our new employees perform poorly, or if we are unsuccessful in hiring, training, managing and integrating these new employees, or retaining these or our existing employees, then our business may experience declines.

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

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

Until recently, we have focused on selling our small UAS to the U.S. military. We have, however, expanded our small UAS sales into other government and commercial markets, including the launch of VAPOR helicopter unmanned aircraft system, and formed a joint venture with SoftBank Corp. to develop HAPS UAS for global communication and remote sensing applications. Our efforts to expand our product offerings beyond our traditional markets may divert management resources from existing operations and require us to commit significant financial resources to unproven businesses that may not generate additional sales, either of which could significantly impair our operating results.

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

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

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

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

Our future growth depends on penetrating new markets, adapting existing products to new applications, and introducing new products and services that achieve market acceptance. We plan to incur substantial research and development costs as part of our efforts to design, develop and commercialize new products and services and enhance existing products. We spent $46.5 million, or 13% of our revenue, in our fiscal year ended April 30, 2020 on internal research and development activities. We believe that there are significant investment opportunities in a number of business areas. Because we account for internal research and development as an operating expense, these expenditures will adversely affect our earnings in the future. Further, our research and development programs may not produce

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successful results, and our new products and services may not achieve market acceptance, create additional revenue or become profitable, which could materially harm our business, prospects, financial results and liquidity.

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

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

On February 14, 2012, the FAA Modernization and Reform Act of 2012 was enacted, establishing various deadlines for the FAA to allow expanded use of small UAS for both public and commercial applications. On June 21, 2016, the FAA released its final rules regarding the routine use of certain small UAS (under 55 pounds) in the U.S. National Airspace System pursuant to the act (the “Part 107 Rules”). The Part 107 Rules, which became effective in August 2016, provided safety regulations for small UAS conducting non-recreational operations and contain various limitations and restrictions for such operations, including a requirement that operators keep UAS within visual-line-of-sight and prohibiting flights over unprotected people on the ground who are not directly participating in the operation of the UAS. Additionally, in December 2019 and January 2020, the FAA proposed rules regarding remote UAS identification and a new policy regarding the airworthiness certification of a newly created special class of UAS. It is unclear when, if ever, the FAA will implement any final rules regarding remote UAS identification and whether such final rules will differ from the proposed rules or when, if ever, the FAA will create a new class of UAS and what the final rules regarding the certification of such new class of UAS will state. We cannot assure you that the Part 107 Rules, or any final rules enacted in furtherance on the FAA’s recently announced proposals, will result in the expanded use of our small UAS by law enforcement or other non-military government agencies or commercial entities and we may not be able to expand our sales of small UAS beyond our military customers, which could harm our business prospects.

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

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

Our UAS rely on complex avionics, sensors, user-friendly interfaces and tightly-integrated, electromechanical designs to accomplish their missions. Despite testing, our products have contained defects and errors and may in the future contain defects, errors or performance problems when first introduced, when new versions or enhancements are released, or even after these products have been used by our customers for a period of time. These problems could result in expensive and time-consuming design modifications or warranty charges, delays in the introduction of new products or enhancements, significant increases in our service and maintenance costs, exposure to liability for damages, damaged customer relationships and harm to our reputation, any of which could materially harm our results of operations and ability to achieve market acceptance. In addition, increased development and warranty costs could be substantial and could reduce our operating margins.

The existence of any defects, errors, or failures in our products or the misuse of our products could also lead to product liability claims or lawsuits against us. A defect, error or failure in one of our UAS could result in injury, death or property damage and significantly damage our reputation and support for our UAS in general. We anticipate this risk

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will grow as our UAS begin to be used in U.S. domestic airspace and urban areas. We also remain liable for warranty and product liability claims for our EV charging systems and power cycling and test systems sold by us prior to our sale of our efficient energy systems business segment (our “EES Business”) to Webasto Charging Systems, Inc. (“Webasto”) in June 2018 as contemplated by the purchase and sale agreement between the parties, which products have the potential to cause injury, death or property damage in the event that they are misused, malfunction or fail to operate properly due to unknown defects or errors.

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

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

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

In addition, certain raw materials and components used in the manufacture of our products and in our development programs are periodically subject to supply shortages, and our business is subject to the risk of price increases and periodic delays in delivery. Particularly, the market for electronic components is experiencing increased demand, creating substantial uncertainty regarding our suppliers’ continued production of key components for our products. If we are unable to obtain components from third party suppliers in the quantities and of the quality that we require, on a timely basis and at acceptable prices, then we may not be able to timely complete development programs or deliver our products on a timely or cost effective basis to our customers, which could cause customers to terminate their contracts with us, increase our costs and seriously harm our business, results of operations and financial condition. Moreover, if any of our suppliers become financially unstable, or otherwise unable or unwilling to provide us with raw materials or components, then we may have to find new suppliers. It may take several months to locate alternative suppliers, if required, or to redesign our products to accommodate components from different suppliers. We may experience significant delays in manufacturing and shipping our products to customers and incur additional development, manufacturing and other costs to establish alternative sources of supply if we lose any of these sources or are required to redesign our products. We cannot predict if we will be able to obtain replacement components within the time frames that we require at an affordable cost, if at all. In particular, governmental measures responsive to the global COVID-19 pandemic have disrupted manufacturing and some supply chains, including our supply chain, which has had, and is expected to continue to have, a significant impact, both direct and indirect, on businesses and commerce worldwide. Although we have not yet seen significant delays from our suppliers and we keep stock of all our raw materials and other product components with long lead times to assist in the event that our supply chain is disrupted, if the COVID-19 outbreak continues and results in a prolonged period of commercial and/or governmental restrictions, this may impact our ability to obtain certain raw materials and certain components used in the manufacture of our products and in our development programs.

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

In general, we perform our production work under fixed-price contracts and our repair and customer-funded research and development work under cost-plus-fee contracts. Under fixed-price contracts, we perform services under a contract at a stipulated price. Under cost-plus-fee contracts, which are subject to a contract ceiling amount, we are

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

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

Contract accounting requires judgments relative to assessing risks, including risks associated with estimating contract transaction prices and costs, assumptions for schedule and technical issues, customer-directed delays and reductions in scheduled deliveries, and unfavorable resolutions of claims and contractual matters. Due to the size and nature of many of our contracts, the estimation of total costs at completion is complicated and subject to many variables. For example, we must make assumptions regarding the length of time to complete the contract because costs also include expected increases in wages and prices for materials; and consider incentives or penalties related to performance on contracts and include them in the 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. Because of the significance of the judgments and estimation processes described above, it is likely that materially different amounts could be recorded if we used different assumptions or if the underlying circumstances were to change. Changes in underlying assumptions, circumstances or estimates may adversely affect our future results of operations and financial condition.

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

Fixed-price contracts (including both government and commercial contracts) represented approximately 73% of our revenue for the fiscal year ended April 30, 2020. If we fail to anticipate technical problems, estimate costs accurately or control costs during our performance of fixed-price contracts, then we may incur losses on these contracts because we absorb any costs in excess of the fixed price. Under cost-plus-fee contracts, if costs exceed the contract ceiling or are not allowable under the provisions of the contract or applicable regulations, then we may not be able to obtain reimbursement for all such costs. Under time and materials contracts, we are paid for labor at negotiated hourly billing rates and for certain expenses. Because many of our contracts involve advanced designs and innovative technologies, we may experience unforeseen technological difficulties and cost overruns. Under each type of contract, if we are unable to control the costs we incur in performing under the contract, then our financial condition and results of operations could be materially adversely affected. Cost overruns also may adversely affect our ability to sustain existing programs and obtain future contract awards.

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

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

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

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

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

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

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

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

We face significant risks in the management of our inventory, and failure to effectively manage our inventory levels may result in product recalls or supply imbalances that could harm our business.

We maintain a variety of parts and components in inventory to allow us to customize our UAS products for specific customer requirements, which parts are subject to obsolescence and expiration. Due to the long-lead time for obtaining certain UAS product components and the manufacturing cycles, we need to make forecasts of demand and commit significant resources towards manufacturing our products. As such, we are subject to significant risks in managing the inventory needs of our business during the year, including estimating the appropriate demand for our products. Should orders and market conditions differ significantly from our estimates, our future results of operations

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could be materially adversely affected. In the future, we may be required to record write-downs of finished products and materials on-hand and/or additional charges for excess purchase commitments as a result of future changes in our sales forecasts or customer orders.

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

The development and manufacture of certain of our products involves the handling of a variety of explosive and flammable materials as well as high power equipment. From time to time, these activities may result in incidents that could cause us to temporarily shut down or otherwise disrupt some manufacturing processes, causing production delays and resulting in liability for workplace injuries and/or fatalities. We have safety and loss prevention programs that require detailed reviews of process changes and new operations, along with routine safety audits of operations involving explosive materials, to mitigate such incidents, as well as a variety of insurance policies, however our insurance coverage may be inadequate to cover all claims and losses related to such incidents. We may experience such incidents in the future, which could result in production delays or otherwise have a material adverse effect on our business and financial condition.

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

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

As a manufacturer of commercial UAS, we are subject to various government regulations and may be subject to additional regulations in the future, violation of which could subject us to sanctions or otherwise harm our business.

As a manufacturer of consumer products, we are subject to significant government regulations, including, in the United States, those issued under the Consumer Products Safety Act, as well as those issued under product safety and consumer protection statutes in our international markets. Failure to comply with any applicable product safety or consumer protection regulation could result in sanctions that could have a negative impact on our business, financial condition and results of operations.

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

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-

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warranty costs from the recall of completed products we manufactured, sold or serviced prior to closing of the sale of substantially all of the assets and related liabilities of our EES Business to Webasto, pursuant to an Asset Purchase Agreement (the “Purchase Agreement”). In particular, on August 24, 2018, Webasto filed a recall report with the National Highway Traffic Safety Administration (“NHTSA”) 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.

We are subject to pending legal proceedings that may disrupt our business, cause us to incur substantial costs, expose us to significant legal liabilities and could have a material adverse impact on our financial performance.

We are subject to various legal proceedings and claims, including a lawsuit filed by Webasto alleging several claims against us arising out of or related to our sale of our EES Business to Webasto in June 2018 and the NHTSA recall. Additional lawsuits may arise in the future. Occasionally we are also involved in governmental inquiries and investigations and administrative and regulatory proceedings. Our activities relating to defending and responding to any such proceedings may result in substantial legal expenses, may disrupt our sales and marketing or other business activities, including our relationships with our customers, suppliers, employees 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. The results of any such proceedings are unpredictable. We record accruals for liabilities where we believe a loss is probable and reasonably estimable, however, our actual losses may differ significantly from our estimates. An adverse or unfavorable resolution of any proceedings against us could have a material impact on our financial position, cash flows and results of operations.

Our quarterly operating results may vary widely.

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

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

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

the mix of products that we sell in the period;

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

unanticipated costs incurred in the introduction of new products;

fluctuations in the adoption of our products in new markets;

our ability to win additional contracts from existing customers or other contracts from new customers;

cancellations, delays or contract amendments by our U.S. governmental agency and foreign government customers;

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changes in policy or budgetary measures that adversely affect our U.S. governmental agency and foreign government customers;

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

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

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

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

We depend on our research and development activities to develop the core technologies used in our UAS products and for the development of our future products. A portion of our research and development activities depends on funding by commercial companies and the U.S. government. U.S. government and commercial spending levels can be impacted by a number of variables, including general economic conditions, specific companies’ financial performance and competition for U.S. government funding with other U.S. government-sponsored programs in the budget formulation and appropriation processes. To the extent that these external sources of funding are reduced or eliminated, company funding for research and development could be reduced. Any reductions in available research and development funding could harm our business, financial condition and operating results.

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

As a U.S. government contractor, we face various security threats, including cyber security attacks on our information technology infrastructure, attempts to gain access to our proprietary, financial, banking or classified information as well as threats to the physical security of our facilities and employees. Although we utilize various procedures and controls to monitor and mitigate these threats, there can be no assurance that these procedures and controls will be sufficient to prevent disruptions, the unauthorized release of confidential technical, financial or banking information or corruption of data. Accordingly, any significant operational delays, or any destruction, manipulation or improper use of our data, information systems or networks could adversely affect our financial results and damage the reputation for our products and services. The occurrence of some of these risks may be increased due to the increase in remote working by our employees, suppliers, contractors and other third parties due to the COVID-19 pandemic. Due to the ever developing nature of such risks, the impact of any potential incident cannot be predicted. Previous cyber-attacks directed at us have not materially impacted our business or financial results, but the impact of future incidents cannot be predicted due to the evolving nature and complexity of cyber-attacks. If we or our partners are subject to data security breaches, we may have a loss in sales or increased costs arising from the restoration or implementation of additional security measures, either of which could materially and adversely affect our business and financial results. Additionally, expenses resulting from cyber security attacks and other security risks may not be fully insured or otherwise mitigated, which could harm our financial results.

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

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

We operate in emerging and rapidly evolving markets, which makes our prospects difficult to evaluate. It is possible that we may not generate sufficient cash flow from operations or otherwise have the capital resources to meet our future capital needs. If this occurs, then we may need additional financing to pursue our business strategies, including to:

hire additional engineers and other personnel;

develop new or enhance existing products;

enhance our operating infrastructure;

fund working capital requirements;

acquire complementary businesses or technologies; or

otherwise respond to competitive pressures.

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

Our cash may be subject to a risk of loss and we may be exposed to fluctuations in the market values of our portfolio investments and in interest rates.

Our assets include a significant amount of cash and investments. We adhere to an investment policy set by our Board of Directors which aims to preserve our financial assets, maintain adequate liquidity and maximize returns. We believe that our cash is held in institutions whose credit risk is minimal and that the value and liquidity of our deposits are accurately reflected in our consolidated financial statements as of April 30, 2020. We currently invest the majority of our cash in U.S. government securities, U.S. government agency securities, municipal bonds and high-grade corporate bonds, the performance of which are subject to additional market risks related to their respective issuers. Nearly all of our cash and bank deposits are not insured by the Federal Deposit Insurance Corporation. Therefore, our cash and any bank deposits that we now hold or may acquire in the future may be subject to risks, including the risk of loss or of reduced value or liquidity. In the future, should we determine that there is a decline in value of any of our portfolio securities which is not temporary in nature, this would result in a loss being recognized in our consolidated statements of income.

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

Global credit and financial markets have experienced extreme disruptions in recent years, including severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about economic stability. There can be no assurance that renewed deterioration in credit and financial markets and confidence in economic conditions will not occur. Our general business strategy may be adversely affected by any economic downturn, volatile business environment or continued unpredictable and unstable market conditions. If the current equity and credit markets deteriorate, or do not improve, it may make any necessary debt or equity financing more difficult, more costly and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial

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performance and stock price and could require us to delay or abandon implementing business initiatives. These events and the continuing market upheavals could adversely affect our business in a number of ways, including:

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

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

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

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

In June 2019, we consummated the acquisition of Pulse Aerospace, LLC, a Kansas based developer of VTOL UAS. We intend to consider additional acquisitions that could add to our customer base, technological capabilities or system offerings. Acquisitions, including the acquisition of Pulse Aerospace, involve numerous risks, any of which could harm our business, including the following:

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

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

diversion of financial and management resources from existing operations;

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

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

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

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

inability to generate sufficient revenue to offset acquisition costs.

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

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

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

The manufacture and sale of our products in certain states and countries may subject us to environmental and other regulations. For example, we obtain a significant number of our electronics components from companies located in East Asia, where environmental rules may be less stringent than in the United States. Over time, the countries where these companies are located may adopt more stringent environmental regulations, resulting in an increase in our manufacturing costs. Given the increasing focus on environmental compliance by regulators and the general public, any incidence of non-compliance could result in damage to our reputation beyond the fines and other sanctions that could be imposed. Furthermore, certain environmental laws, including the U.S. Comprehensive, Environmental Response, Compensation and Liability Act of 1980, impose strict, joint and several liability on current and previous owners or operators of real property for the cost of removal or remediation of hazardous substances and impose liability for damages to natural resources. These laws often impose liability even if the owner or operator did not know of, or was not responsible for, the release of such hazardous substances. These environmental laws also assess liability on persons who arrange for hazardous substances to be sent to disposal or treatment facilities when such facilities are later found to be contaminated. Such persons can be responsible for cleanup costs even if they never owned or operated the contaminated facility. Although we have never been named a responsible party at a contaminated site, we could be named a potentially responsible party in the future. We cannot assure you that such existing laws or future laws will not have a material adverse effect on our future earnings or results of operations.

Our business is subject to federal, state and international laws regarding data protection, privacy, and information security, as well as confidentiality obligations under various agreements, and our actual or perceived failure to comply with such obligations could damage our reputation, expose us to litigation risk and adversely affect our business and operating results.

In connection with our business, we receive, collect, process and retain certain sensitive and confidential customer information. As a result, we are subject to increasingly rigorous federal, state and international laws regarding privacy and data protection. Personal privacy, data protection and information security are significant issues in the United States and the other jurisdictions where we offer our products and services. The regulatory framework for privacy and security issues worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future. Our handling of data is subject to a variety of laws and regulations, including regulation by various government agencies, including the United States Federal Trade Commission (“FTC”) and various state, local and foreign bodies and agencies. We also execute confidentiality agreements with various parties under which we are required to protect their confidential information.

The United States federal and various state and foreign governments have adopted or proposed limitations on the collection, distribution, use and storage of personal information of individuals, including end-customers and employees. In the United States, the FTC and many state attorneys general are applying federal and state consumer protection laws to the online collection, use and dissemination of data. Additionally, many foreign countries and

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governmental bodies, and other jurisdictions in which we operate or conduct our business, have laws and regulations concerning the collection and use of personal information obtained from their residents or by businesses operating within their jurisdiction. These laws and regulations often are more restrictive than those in the United States. Such laws and regulations may require companies to implement new privacy and security policies, permit individuals to access, correct and delete personal information stored or maintained by such companies, inform individuals of security breaches that affect their personal information, and, in some cases, obtain individuals’ consent to use personal information for certain purposes.

We also expect that there will continue to be new proposed laws, regulations and industry standards concerning privacy, data protection and information security in the United States, the European Union and other jurisdictions, and we cannot yet determine the impact of such future laws, regulations and standards may have on our business. For example, the California Consumer Privacy Act, which became effective in 2020, provides new data privacy rights for consumers and new operational requirements for companies. Additionally, we expect that existing laws, regulations and standards may be interpreted differently in the future. There remains significant uncertainty surrounding the regulatory framework for the future of personal data transfers from the European Union to the United States with regulations such as the recently adopted General Data Protection Regulation (“GDPR”), which imposes more stringent E.U. data protection requirements, provides an enforcement authority, and imposes large penalties for noncompliance. Future laws, regulations, standards and other obligations, including the adoption of the GDPR, as well as changes in the interpretation of existing laws, regulations, standards and other obligations could impair our ability to collect, use or disclose information relating to individuals, which could decrease demand for our products, require us to restrict our business operations, increase our costs and impair our ability to maintain and grow our customer base and increase our revenue.

Although we are working to comply with those federal, state and foreign laws and regulations, industry standards, contractual obligations and other legal obligations that apply to us, such laws, regulations, standards and obligations are evolving and may be modified, interpreted and applied in an inconsistent manner from one jurisdiction to another, and may conflict with one another, other requirements or legal obligations, our practices or the features of our products. As such, we cannot assure ongoing compliance with all such laws or regulations, industry standards, contractual obligations and other legal obligations, and our efforts to do so may cause us to incur significant costs or require changes to our business practices, which could adversely affect our business and operating results. Any failure or perceived failure by us to comply with federal, state or foreign laws or regulations, industry standards, contractual obligations or other legal obligations, or any actual or suspected security incident, whether or not resulting in unauthorized access to, or acquisition, release or transfer of personal information or other data, may result in governmental enforcement actions and prosecutions, private litigation, fines and penalties or adverse publicity and could cause our customers to lose trust in us, which could have an adverse effect on our reputation and business. Any inability to adequately address privacy and security concerns, even if unfounded, or comply with applicable laws, regulations, policies, industry standards, contractual obligations or other legal obligations could result in additional cost and liability to us, damage our reputation, inhibit sales, and adversely affect our business and operating results.

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

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

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

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

We face various risks related to the COVID-19 novel coronavirus pandemic and similar public health crises which may adversely impact our business.

In December 2019, a novel strain of a virus named SARS-CoV-2 (severe acute respiratory syndrome coronavirus 2), or coronavirus, which causes coronavirus disease, or COVID-19, was reported to have surfaced in Wuhan, China, and has reached multiple other regions and countries, including the United States and, more specifically, Southern California, where our primary operations are located. The coronavirus pandemic is evolving, and to date has led to the implementation of various responses, including government-imposed stay-at-home orders and quarantines, travel restrictions and other public health safety measures. Although our operations have mostly continued uninterrupted during the COVID-19 outbreak, adoption of work from home protocols, social distancing measures in the workplace and other responsive actions have required certain changes to our operations. If the current COVID-19 outbreak continues and results in a prolonged period of travel and other similar logistics restrictions, this may reduce our and our customers’ capabilities to travel, domestically and internationally, which may impact our ability to perform certain contracts, develop and renew contracts, or market our products, or could otherwise disrupt portions of our business and have a material adverse effect on our results of operations.

Global health concerns, such as coronavirus, could result in social, economic and labor instability in the countries in which we or the third parties with whom we engage operate. It is not currently possible to ascertain the overall impact of the COVID-19 outbreak, if any, on our business. The extent to which COVID-19 impacts on our business, financial condition and results of operations and those of our third party partners will depend on future developments as to the geographic presence of COVID-19 and government and healthcare responses to such spread including the duration of the outbreak, new information that may emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its impact, among others, which are presently highly uncertain. We cannot presently predict the scope and severity of any potential business disruptions, but if we or any of the third parties with whom we engage, including suppliers and other third parties with whom we conduct business, were to experience prolonged shutdowns or other business disruptions, including a slowdown in the effectiveness of our workforce due to illness or otherwise, our ability to conduct our business in the manner presently planned could be materially and negatively impacted. The COVID-19 outbreak could also cause delays or limits in the ability of our customers to make timely payments and contract awards to us. Additionally, our government customers may have more limited resources available to purchase our products due to deteriorating economic conditions or due to the diversion of resources to other budget priorities, including efforts to address the COVID-19 pandemic. The future progression of the COVID-19 outbreak and its resulting effects on our business, financial condition and results of operations are uncertain and are continuing to be assessed.

We self-insure a portion of our health insurance program which may expose us to unexpected costs and negatively affect our results of operations.

We are self-insured for employee medical claims, subject to individual and aggregate stop loss insurance policies. We estimate a liability for claims filed and incurred but not reported based upon recent claims experience and an analysis of the average period of time between the occurrence of a claim and the time it is reported to and paid by us. However, unanticipated changes in assumptions and management estimates underlying our recorded liabilities for medical claims could result in materially different amounts of expense than expected under our health insurance program, which could have an adverse material impact on our financial condition and results of operations.

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Risks Related to Our U.S. Government Contracts

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

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

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

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

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

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

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

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

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

laws, regulations and executive orders restricting the use and dissemination of information classified for national security purposes or determined to be “controlled unclassified information” and the exportation of certain products and technical data.

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

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

U.S. government agencies, primarily the DCAA and the DCMA, routinely audit and investigate government contractors. These agencies review a contractor’s performance under its contracts, cost structure and compliance with

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applicable laws, regulations and standards. These agencies also may review the adequacy of, and a contractor’s compliance with, its internal control systems and policies, including the contractor’s purchasing, quality, accounting, property, estimating, compensation and management information systems.

Like most government contractors, our contracts are audited and reviewed on a continual basis by the DCMA and the DCAA. The indirect costs we incur in performing government contracts have been audited or have been subject to audit on an annual basis. The audit of our 2010 incurred cost claim was settled in April 2016 without payment of any consideration. Our incurred cost claims for fiscal years 2011 through 2014 were accepted as submitted during the fiscal year ended April 30, 2017. Our 2016 and 2017 rates claims were accepted without audit during the fiscal year ended April 30, 2019 without payment of any consideration. During the fiscal year ended April 30, 2020, the Company settled rates for its incurred cost claims with the DCAA for fiscal year 2015 for an amount not significant. At April 30, 2020 we had no reserve for open incurred cost claim audits. In addition, non-audit reviews or investigations by the government may still be conducted on all of our government contracts.

Any costs found to be improperly allocated to a specific cost reimbursement contract will not be reimbursed, while such costs already reimbursed must be refunded. If an audit or investigation of our business were to uncover improper or illegal activities, then we could be subject to civil and criminal penalties and administrative sanctions, including termination of contracts, suspension of payments, fines and suspension or debarment from doing business with the U.S. government. We could experience serious harm to our reputation if allegations of impropriety or illegal acts were made against us, even if the allegations were inaccurate. In addition, responding to governmental audits or investigations may involve significant expense and divert management attention. If any of the foregoing were to occur, our financial condition and operating results could be materially adversely affected.

Moreover, if any of our administrative processes and business systems are found not to comply with the applicable requirements, we may be subjected to increased government scrutiny or required to obtain additional governmental approvals that could delay or otherwise adversely affect our ability to compete for or perform contracts. In December 2015, DCMA concluded that our purchasing system was not approved. In an April 2016 follow-up review the DCMA approved our purchasing system. The purchasing systems was reviewed and approved again in January 2019. An unfavorable outcome to such an audit or investigation by the DCAA, U.S. Department of Justice (“DOJ”), or other government agency, could materially adversely affect our competitive position, affect our ability to obtain new government business, and obtain the maximum price for our products and services, and result in a substantial reduction of our revenues.

If we were suspended or debarred from contracting with the federal government generally, or any specific agency, if our reputation or relationship with government agencies were impaired, or if the government otherwise ceased doing business with us or significantly decreased the amount of business it does with us, our revenue and operating results could be materially harmed. For example, in February 2010, we were notified by the DOJ that it had initiated a civil investigation into our cost charging practices with respect to government contracts. We resolved these claims with the DOJ in October 2013. Under the settlement agreement, we reimbursed the government for an amount erroneously charged to the government in our fiscal 2006 incurred cost claim submittal.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

We must comply with, and are affected by, laws and regulations relating to the formation, administration and performance of U.S. government contracts. These laws and regulations, among other things, require certification and disclosure of all cost and pricing data in connection with contract negotiation, define allowable and unallowable costs and otherwise govern our right to reimbursement under certain cost-based U.S. government contracts, and restrict the use and dissemination of classified information and the exportation of certain products and technical data. These requirements, although customary in U.S. government contracts, increase our performance and compliance costs. These costs might increase in the future, reducing our margins, which could have a negative effect on our financial condition. Although we believe we have procedures in place to comply with these regulations and requirements, the regulations and requirements are complex and change frequently. Our or our agents’ failure to comply with these regulations and requirements under certain circumstances could lead to suspension or debarment from U.S. government contracting or subcontracting for a period of time and could have a negative effect on our reputation and ability to receive other U.S. government contract awards in the future.

Risks Related to Our Intellectual Property

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

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

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

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

We may become subject to claims that our technologies infringe upon the intellectual property or other proprietary rights of third parties. Defending against, or otherwise addressing, any such claims, whether they are with or without merit, could be time-consuming and expensive, and could divert our management’s attention away from the

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

Risks Relating to Securities Markets and Investment in Our Stock

The price of our common stock may fluctuate significantly.

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

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

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

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

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

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

variations in our quarterly operating results;

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

changes in general economic conditions;

changes in securities analysts’ estimates of our financial performance;

regulatory developments in the United States and foreign countries;

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

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

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

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

additions or departures of key personnel.

In addition, the equity markets in general, and NASDAQ in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies.

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Further, the market prices of securities of emerging technology companies have been particularly volatile. These broad market and industry factors may affect the market price of our common stock adversely, regardless of our operating performance. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation often has been instituted against that company. This type of litigation, if instituted against us, could result in substantial costs and a diversion of management’s attention and resources.

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

As of June 17, 2020, our directors, executive officers and their affiliates collectively beneficially owned 2,315,570 shares, or approximately 10%, of our total outstanding shares of common stock. Accordingly, our directors and executive officers as a group may be able to exert significant influence over matters requiring stockholder approval, including the election of directors. The interests of our directors and executive officers may not be fully aligned with yours. Although there is no agreement among our directors and executive officers with respect to the voting of their shares, this concentration of ownership may delay, defer or even prevent a change in control of our company, and make transactions more difficult or impossible without the support of all or some of our directors and executive officers. These transactions might include proxy contests, tender offers, mergers or other purchases of common stock that could give you the opportunity to realize a premium over the then-prevailing market price for shares of our common stock.

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

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

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

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

the absence of cumulative voting rights for our stockholders;

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

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

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

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

Item 1B. Unresolved Staff Comments.

None.

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Item 2. Properties.

All of our facilities are leased. Our corporate headquarters are located in Simi Valley, California where we lease approximately 85,000 square feet under an agreement expiring in May 2025. We also lease a total of 194,000 square feet of space in Simi Valley, California, which lease expires in 2022, and approximately 150,000 square feet of space in Moorpark, California, which lease expires in 2023, used to design, engineer, test and manufacture UAS. We also lease other facilities in Alabama, Kansas, Massachusetts and Virginia that are used for administration, research and development, logistics, testing and manufacturing. We believe that our facilities are in good condition and are adequate and suitable to meet our needs for the foreseeable future.

Item 3. Legal Proceedings.

On February 22, 2019, Webasto filed a lawsuit, which was subsequently amended on April 5, 2019, against us in Delaware Superior Court, arising from the sale of the EES Business to Webasto in June 2018. The lawsuit generally alleges several claims against us for breach of contract, indemnity, declaratory judgment, and fraud and misrepresentation, 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 over $100 million in addition to attorneys’ fees, costs, and punitive damages. Additionally, Webasto is seeking a declaratory judgment that we did not meet the requirements to receive the additional $6.5 million of the purchase price which was held back at the closing of the transaction (the “Holdback Amount”). On August 16, 2019, we filed our answer to Webasto’s complaint and a counterclaim against Webasto seeking payment of the Holdback Amount and declaratory relief regarding Webasto’s cancellation of an assigned contract. As to the Webasto lawsuit, 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. Discovery in this lawsuit has begun and is ongoing and, as of June 17, 2020, a trial has been set for July 14, 2021. At present, the parties remain in the written phase of discovery. Due to nationwide court closures and restrictions resulting from the global COVID-19 pandemic, however, we expect to seek and obtain a trial continuance to account for pandemic-related delays, and therefore anticipate a new trial date in 2022. We continue to mount a vigorous defense.

On August 14, 2019, Benchmark Electronics, Inc. (“Benchmark”), the company that assembled the products subject to the recall, served a demand for arbitration to AeroVironment and Webasto pursuant to its contracts with AeroVironment and Webasto, respectively. In December 2019, Benchmark dismissed, without prejudice, all claims against us in the demand for arbitration. The recall remains a significant part of our pending litigation with Webasto.

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

Item 4. Mine Safety Disclosure.

Not applicable.

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PART II

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

Common Stock

On June 17, 2020, the closing sales price of our common stock as reported on the NASDAQ Global Select Market where it trades under the symbol AVAV was $69.42 per share. As of June 17, 2020, there were 68 holders of record of our common stock.

Dividends

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

Stock Price Performance Graph

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

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The following table shows the value of $100 invested on April 30, 2015 in AeroVironment, Inc., the Russell 2000 Index and the SPADE Defense Index.

Performance Graph Table ($)

 

    

April 30,

    

April 30

    

April 30,

    

April 30,

    

April 30

    

April 30,

 

2015

2016

2017

2018

2019

2020

 

AeroVironment, Inc. Stock

100

113

112

213

268

235

Russell 2000 Index

100

93

115

128

130

107

SPADE Defense Index

100

100

124

156

172

150

The stock price performance shown on the graph above is not necessarily indicative of future price performance. Factual material was obtained from sources believed to be reliable, but we are not responsible for any errors or omissions contained therein. No portions of this graph shall be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act through any general statement incorporating by reference in its entirety the report in which this graph appears, except to the extent that we specifically incorporate this graph or a portion of it by reference. In addition, this graph shall not be deemed filed under either the Securities Act or the Exchange Act.

Issuer Purchases of Equity Securities

On September 24, 2015, we announced that on September 23, 2015 our Board of Directors authorized a share repurchase program (the “Share Repurchase Program”), pursuant to which we may repurchase up to $25 million of our common stock from time to time, in amounts and at prices we deem appropriate, subject to market conditions and other considerations. Share repurchases may be executed through open market transactions or negotiated purchases and may be made under a Rule 10b5-1 plan. There is no expiration date for the program. The Share Repurchase Program does not obligate us to acquire any particular amount of common stock and may be suspended at any time by our Board of Directors. We did not repurchase any shares during the fiscal year ended April 30, 2020. As of April 30, 2020, approximately $21.2 million remained authorized for future repurchases under this program.

Item 6. Selected Consolidated Financial Data.

The following selected financial data should be read in conjunction with our consolidated financial statements. The information set forth below is not necessarily indicative of results of future operations, and should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and notes thereto included in Item 8, “Financial Statements and Supplementary

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Data” of this Annual Report in order to understand fully factors that may affect the comparability of the financial data presented below.

Year Ended April 30,

 

    

2020

    

2019(1)

    

2018(1)

    

2017(1)

    

2016(1)(2)

 

(In thousands, except per share data)

 

Consolidated Income Statement Data:

Revenue

$

367,296

$

314,274

$

268,424

$

233,105

$

233,738

Net income from continuing operations attributable to AeroVironment, Inc.

$

41,339

$

41,912

$

21,750

$

17,701

$

15,393

Earnings per common share from continuing operations attributable to AeroVironment, Inc.:

Basic

$

1.74

$

1.77

$

0.93

$

0.77

$

0.67

Diluted

$

1.72

$

1.74

$

0.91

$

0.76

$

0.67

Weighted average common shares outstanding (basic):

 

23,806

 

23,663

 

23,471

 

23,059

 

22,936

Weighted average common shares outstanding (diluted):

 

24,088

 

24,072

 

23,814

 

23,308

 

23,153

Balance Sheet Data

Total assets

$

584,954

$

508,844

$

473,418

$

433,831

$

410,393

Capital lease obligations, current portion

$

$

$

161

$

288

$

390

Capital lease obligations, net of current portion

$

$

$

$

161

$

449

Other long-term obligations

$

8,100

$

1,403

$

2,274

$

2,083

$

2,339

(1)Amounts prior to 2020 do not reflect impact of our prospective adoption of ASU No. 2016-02, Leases (Topic 842)
(2)Amounts prior to 2017 do not reflect impact of the adoption of ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606)

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

Introduction

The following discussion of our financial condition and results of operations should be read in conjunction with our “Selected Consolidated Financial Data” and our consolidated financial statements and notes thereto included herein as Item 8. This discussion contains forward-looking statements. Refer to “Forward-Looking Statements” on page 2 and “Risk Factors” beginning on page 19, for a discussion of the uncertainties, risks and assumptions associated with these statements.

On June 29, 2018, we completed the sale of substantially all of the assets and related liabilities of our former EES Business to Webasto pursuant to the Purchase Agreement between Webasto and us. We determined that the EES Business met the criteria for classification as an asset held for sale at April 30, 2018 and represented a strategic shift in our operations. Therefore, the assets and liabilities and the results of operations of the EES Business are reported in this Annual Report as discontinued operations for all periods presented.

Overview

We design, develop, produce, and support a technologically-advanced portfolio of products and services for government agencies and businesses. We supply unmanned aircraft systems (“UAS”) and related services primarily to organizations within the U.S. Department of Defense (“DoD”) and to international allied governments, and tactical

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

The success we have achieved with our current products and services stems from our investment in research and development and our ability to invent and deliver advanced solutions, utilizing our proprietary technologies, to help our government and commercial customers operate more effectively and efficiently. We develop these highly innovative solutions by working very closely with our key customers and solving their most important challenges related to our areas of expertise. Our core technological capabilities, developed through nearly 50 years of innovation, include robotics and robotics systems autonomy; sensor design, development, miniaturization and integration; embedded software and firmware; miniature, low power wireless digital communications; lightweight aerostructures; high-altitude systems design, integration and operations; machine vision, machine learning and autonomy; low SWaP (Size, Weight and Power) system design and integration; manned-unmanned teaming, unmanned-unmanned teaming; power electronics and electric propulsion systems; efficient electric power conversion, storage systems and high density energy packaging; controls and systems integration; vertical takeoff and landing flight, fixed wing flight and hybrid aircraft flight; image stabilization and target tracking; advanced flight control systems; fluid dynamics; human-machine interface development; and integrated mission solutions for austere environments.

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

Due to the COVID-19 pandemic, there are currently limitations on international travel which may limit our ability to obtain international orders and perform training and other services for our customers. If these travel limitations continue for an extended period of time, we may experience delays in obtaining additional international orders.

Revenue

We generate our revenue primarily from the sale, support and operation of our small UAS and tactical missile systems. Support for our small UAS and tactical missile systems customers includes training, spare parts, product repair, product replacement, and the customer-contracted operation of our small UAS by our personnel. We refer to these support activities, in conjunction with customer-funded research and development (“R&D”), as our services operation. We derive most of our small UAS revenue from fixed-price and cost-plus-fee contracts with the U.S. government and allied foreign governments.

Cost of Sales

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

Gross Margin

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

Selling, General and Administrative

Our selling, general and administrative expenses (“SG&A”), include salaries and other expenses related to selling, marketing and proposal activities, and other administrative costs. Some SG&A expenses relate to marketing and business development activities that support both ongoing business areas as well as new and emerging market areas. These activities can be directly associated with developing requirements for and applications of capabilities created in

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our R&D activities. SG&A is an important financial metric that we analyze to help us evaluate the contribution of our selling, marketing and proposal activities to revenue generation.

Research and Development Expense

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

Other Income and Expenses

Other income and expenses includes a one-time gain from a litigation settlement, income from transition services performed on behalf of the buyer of the discontinued EES Business, interest income, interest expense, and amortization of capital lease payments.

Income Tax Expense

Our effective tax rates are lower than the statutory rates primarily due to R&D tax credits and the foreign derived intangible income tax deduction (“FDII”). Our effective tax rate for the fiscal year ended April 30, 2018 was also impacted by the Tax Cut and Jobs Act of 2017.

Equity Method Investment Loss, Net of Tax

Equity method investment loss, net of tax, includes equity method gain or loss related to the HAPSMobile Inc. joint venture we formed in December 2017 with SoftBank Corp and our investment in a limited partnership fund for which we have concluded we have influence for holding more than a minor interest.

Loss from Discontinued Operations, Net of Tax

On June 29, 2018, we completed the sale of substantially all of the assets and related liabilities of our former EES Business to Webasto pursuant to the Purchase Agreement between Webasto and us. We determined that the EES Business met the criteria for classification as an asset held for sale at April 30, 2018 and represented a strategic shift in our operations. Therefore, the assets and liabilities and the results of operations of the EES Business are reported in this Annual Report as discontinued operations for all periods presented.

Net Loss Attributable to Noncontrolling Interests

Net loss attributable to noncontrolling interests includes the 15% interest in the income or losses of our Turkish joint venture, Altoy.

Critical Accounting Policies and Estimates

Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. When we prepare these consolidated financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Some of our accounting policies require that we make subjective judgments, including estimates that involve matters that are inherently uncertain. Our most critical estimates include those related to revenue recognition, inventory reserves for excess and obsolescence, intangible assets acquired in a business combination, goodwill, 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.

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We believe the following critical accounting estimates affect our more significant judgments and estimates used in preparing our consolidated financial statements. Please see Note 1 to our consolidated financial statements, which are included in Item 8 “Financial Statements and Supplementary Data” of this Annual Report, for our Organization and Significant Accounting Policies. There have been no material changes made to the critical accounting estimates during the periods presented in the consolidated financial statements.

Revenue Recognition

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

The substantial majority of our revenue is generated pursuant to written contractual arrangements to design, develop, manufacture and/or modify complex products, and to provide related engineering, technical and other services according to customer specifications. These contracts may be fixed price, cost-reimbursable, or time and materials. We account for all revenue contracts in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). 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 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. For contracts with multiple performance obligations, we allocate the contract’s transaction price to each performance obligation using observable standalone selling prices for similar products and services. When the standalone selling price is not directly observable, we use our best estimate of the standalone selling price of each distinct good or service in the contract using the cost plus reasonable margin approach.

Our performance obligations are satisfied over time or at a point in time. Revenue for tactical missile systems 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. Our 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.

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

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revisions in the estimated costs to complete for contracts using the over time method are recognized on a cumulative catch-up basis in the period in which the revisions are made. During the fiscal years ended April 30, 2020, 2019 and 2018, changes in accounting estimates on contracts recognized using the over time method are presented below. Amounts representing contract change orders or claims are included in revenue if the order or claim meets the criteria of a contract or contract modification in accordance with ASC 606. Incentives or penalties and awards applicable to performance on contracts are considered in estimating revenue and profit rates, and are recorded when there is sufficient information to assess anticipated contract performance.

For the years ended April 30, 2020, 2019 and 2018, favorable and unfavorable cumulative catch-up adjustments included in revenue were as follows (in thousands):

Year Ended April 30,

 

2020

    

2019

    

2018

    

 

Gross favorable adjustments

$

2,181

$

1,190

$

1,643

Gross unfavorable adjustments

 

(2,019)

 

(1,308)

 

(2,310)

Net adjustments

$

162

$

(118)

$

(667)

For the year ended April 30, 2020, favorable cumulative catch-up adjustments of $2.2 million were primarily due to final cost adjustments on 13 contracts. During the year ended April 30, 2020, we revised our estimates of the total expected costs to complete a design and development agreement. The aggregate impact of these adjustments in contract estimates on revenue related to performance obligations satisfied or partially satisfied in previous periods was an increase to revenue of approximately $1.1 million. For the same period, unfavorable cumulative catch-up adjustments of $2.0 million were primarily related to higher than expected costs on seven contracts. During the year ended April 30, 2020, we revised our estimates of the total expected costs to complete a tactical missile systems contract. The aggregate impact of these adjustments in contract estimates on revenue related to performance obligations satisfied or partially satisfied in previous periods was a decrease to revenue of approximately $1.4 million.

For the year ended April 30, 2019, favorable cumulative catch up adjustments of $1.2 million were primarily due to final cost adjustments on nine contracts, which individually were not material. For the same period, unfavorable cumulative catch up adjustments of $1.3 million were primarily related to higher than expected costs on 14 contracts, which individually were not material.

For the year ended April 30, 2018, favorable cumulative catch up adjustments of $1.6 million were primarily due to final cost adjustments on nine contracts, which individually were not material. For the same period, unfavorable cumulative catch up adjustments of $2.3 million were primarily related to higher than expected costs on six contracts. During the year ended April 30, 2018, we revised our estimates of the total expected costs to complete a tactical missile systems variant contract. The aggregate impact of these adjustments in contract estimates on revenue related to performance obligations satisfied or partially satisfied in previous periods was a decrease to revenue of approximately $1.3 million.

Inventories Reserves for Excess and Obsolescence

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

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Intangible Assets – Acquired in Business Combinations

We perform valuations of assets acquired and liabilities assumed on each acquisition accounted for as a business combination and allocate the purchase price of each acquired business to our respective net tangible and intangible assets. Acquired intangible assets include: technology, in-process research and development, customer relationships, trademarks and tradenames, and non-compete agreements. We use valuation techniques to value these intangibles assets, with the primary technique being a discounted cash flow analysis. A discounted cash flow analysis requires us to make various assumptions and estimates including projected revenue, gross margins, operating costs, growth rates, useful lives and discount rates. Intangible assets are amortized over their estimated useful lives using the straight-line method which approximates the pattern in which the economic benefits are consumed.

Goodwill

Goodwill represents the excess of the cost of an acquired entity over the fair value of the acquired net assets. We test goodwill for impairment annually during the fourth quarter of the Company’s fiscal year or when events or circumstances change in a manner that indicates goodwill might be impaired. Events or circumstances that could trigger an impairment review include, but are not limited to, a significant adverse change in legal factors or in the business or political climate, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, significant changes in the manner of the Company’s use of the acquired assets or the strategy for the Company’s overall business, significant negative industry or economic trends or significant underperformance relative to projected future results of operations.

Income Taxes

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

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

Fiscal Periods

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

Results of Operations

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

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Fiscal Year Ended April 30,

 

2020

 

2019

 

2018

 

Revenue

    

$

367,296

    

100

%

$

314,274

    

100

%

$

268,424

    

100

%

Cost of sales

 

214,194

58

%

 

185,871

59

%

 

160,739

60

%

Gross margin

 

153,102

42

%

 

128,403

41

%

 

107,685

40

%

Selling, general and administrative

 

59,490

16

%

 

60,343

19

%

 

50,826

19

%

Research and development

 

46,477

13

%

 

34,234

11

%

 

26,433

10

%

Income from continuing operations

 

47,135

13

%

 

33,826

11

%

 

30,426

11

%

Interest income, net

 

4,828

1

%

 

4,672

1

%

 

2,240

1

%

Other income (expense), net

 

707

%

 

11,980

4

%

 

(49)

%

Income from continuing operations before income taxes

 

52,670

14

%

 

50,478

16

%

 

32,617

12

%

Income tax expense

 

5,848

2

%

 

4,641

1

%

 

9,800

4

%

Equity method investment loss, net of tax

(5,487)

(1)

%

(3,944)

(1)

%

(1,283)

%

Net income from continuing operations

41,335

11

%

41,893

13

%

21,534

8

%

(Loss) gain on sale of business, net of tax

(265)

%

8,490

3

%

%

Loss from discontinued operations, net of tax

%

(2,964)

(1)

%

(3,887)

(1)

%

Net income

41,070

11

%

47,419

15

%

17,647

7

%

Net loss attributable to noncontrolling interest

4

%

19

%

216

%

Net income attributable to AeroVironment, Inc.

$

41,074

11

%

$

47,438

15

%

$

17,863

7

%

Fiscal Year Ended April 30, 2020 Compared to Fiscal Year Ended April 30, 2019

Revenue. Revenue for the fiscal year ended April 30, 2020 was $367.3 million, as compared to $314.3 million for the fiscal year ended April 30, 2019, representing an increase of $53.0 million, or 17%. The increase in revenue was due to an increase in product revenue of $44.7 million and an increase in service revenue of $8.3 million. The increase in product revenue was primarily due to an increase in product deliveries of small UAS to customers within the U.S. government and an increase in tactical missile systems revenue from customers within the U.S. government, partially offset by a slight decrease in product deliveries of small UAS to international customers. The increase in product deliveries of small UAS included product deliveries of our VAPOR helicopter unmanned aircraft system associated with our acquisition of Pulse Aerospace in June 2019. The increase in service revenue was primarily due to an increase in customer-funded R&D work primarily associated with our design and development agreement with HAPSMobile, development efforts for customers within the U.S. government, an increase in other engineering services, and an increase in sustainment activities in support of tactical missile system product deliveries, partially offset by a decrease in customer-funded R&D work associated with tactical missile systems and tactical missile system variants.

Cost of Sales. Cost of sales for the fiscal year ended April 30, 2020 was $214.2 million, as compared to $185.9 million for the fiscal year ended April 30, 2019, representing an increase of $28.3 million, or 15%. The increase in cost of sales was a result of an increase in product cost of sales of $25.6 million and an increase in service costs of sales of $2.7 million. The increase in product costs was primarily due to the increase in product deliveries and an increase of $2.5 million in intangible asset amortization expense associated with our acquisition of Pulse Aerospace in June 2019. The increase in service costs of sales was primarily due to the increase in service revenue, partially offset by a favorable service mix. As a percentage of revenue, cost of sales decreased from 59% to 58%, primarily due to an increase in the proportion of product sales to total revenue and a favorable service mix, partially offset by acquired intangible asset amortization expense.

Gross Margin. Gross margin for the fiscal year ended April 30, 2020 was $153.1 million, as compared to $128.4 million for the fiscal year ended April 30, 2019, representing an increase of $24.7 million, or 19%. The increase in gross margin was primarily due to an increase in product margins of $19.0 million and an increase in service margins of $5.7 million. The increase in product margins was primarily due to the increase in product deliveries, partially offset

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by an increase of $2.5 million in intangible asset amortization expense associated with our acquisition of Pulse Aerospace in June 2019. The increase in services margins was primarily due to the increase in services revenue and a favorable service mix. As a percentage of revenue, gross margin increased from 41% to 42%, primarily due to an increase in the proportion of product sales to total revenue and a favorable service mix, partially offset by acquired intangible asset amortization expense. As a percentage of revenue, product gross margin for fiscal 2020 decreased by nearly 70 basis points to 46%. We anticipate product margin in fiscal year 2021 to continue to decline primarily due to an unfavorable product mix.

Selling, General and Administrative. SG&A expense for the fiscal year ended April 30, 2020 was $59.5 million, or 16% of revenue, compared to SG&A expense of $60.3 million, or 19% of revenue, for the fiscal year ended April 30, 2019. The decrease in SG&A expense was primarily due to a $4.4 million impairment charge related to the long-lived assets of our commercial Quantix product during the fiscal year ended April 30, 2019, a decrease in corporate development expenses primarily related to the sale of our EES Business and a decrease in costs incurred related to the transition services agreement with Webasto, partially offset by an increase in employee-related expenses and an increase in commission expenses associated with an increase in the number of international small UAS contracts under which we utilized sales agents.

Research and Development. R&D expense for the fiscal year ended April 30, 2020 was $46.5 million, or 13% of revenue, compared to R&D expense of $34.2 million, or 11% of revenue, for the fiscal year ended April 30, 2019. R&D expense increased primarily due to increased development activities for certain strategic initiatives.

Interest Income, net. Interest income, net for the fiscal year ended April 30, 2020 was $4.8 million, compared to $4.7 million for the fiscal year ended April 30, 2019. The increase in interest income was primarily due to an increase in the average interest rates earned on our investments portfolio, partially offset by a decrease in our investments balances. Due to the significant decline in market interest rates combined with a shift in our investment composition towards U.S. government and U.S. government agency securities during the fourth quarter of fiscal year 2020, we anticipate interest income earned on our investments portfolio to decrease in future periods.

Other Income (Expense), net. Other income, net for the fiscal year ended April 30, 2020 was $0.7 million, as compared to other income, net of $12.0 million for the fiscal year ended April 30, 2019. The decrease in other income, net was primarily due to a one-time litigation settlement during the fiscal year ended April 30, 2019 and a decrease in income earned under a transition services agreement with Webasto, the buyer of our former EES Business.

Income Taxes. Our effective income tax rate was 11.1% for the fiscal year ended April 30, 2020, as compared to 9.2% for the fiscal year ended April 30, 2019. The increase in our effective tax rate was primarily due to decrease in excess tax benefits from the vesting of employee equity awards and a lower proportion of R&D expense which qualifies for R&D tax credits.

Equity method investment loss, net of tax. Equity method investment loss, net of tax for the fiscal year ended April 30, 2020 was $5.5 million, as compared to equity method investment loss, net of $3.9 million for the fiscal year ended April 30, 2019. The increase was primarily due to the equity method loss associated with our investment in the HAPSMobile joint venture formed in December 2017.

(Loss) gain on sale of business, net of tax. Loss on sale of business, net of tax for the fiscal year ended April 30, 2020 was $0.3 million, as compared to gain on sale of business, net of tax of $8.5 million for the fiscal year ended April 30, 2019. The gain on sale of business, net of tax for the prior year period resulted from the sale of our former EES Business during the fiscal year ended April 30, 2019. We recorded an adjustment related to a settled working capital dispute during the fiscal year ended April 30, 2020.

Loss from discontinued operations, net of tax. Loss from discontinued operations, net of tax for the fiscal year ended April 30, 2020 was $0, as compared to $3.0 million for the fiscal year ended April 30, 2019. The loss from discontinued operations, net of tax for the prior year period related to the results of our EES Business prior to the sale.

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Fiscal Year Ended April 30, 2019 Compared to Fiscal Year Ended April 30, 2018

Revenue. Revenue for the fiscal year ended April 30, 2019 was $314.3 million, as compared to $268.4 million for the fiscal year ended April 30, 2018, representing an increase of $45.9 million, or 17%. The increase in revenue was due to an increase in service revenue of $25.5 million and an increase in product deliveries of $20.4 million. The increase in service revenue was primarily due to an increase in customer-funded R&D work of $23.9 million predominantly associated with our design and development agreement with HAPSMobile, partially offset by a decrease in tactical missile systems and tactical missile system variant programs, and an increase in sustainment activities in support of tactical missile system product deliveries. The increase in product deliveries was primarily due to an increase in product deliveries of small UAS to international customers and to customers within the U.S. government and an increase in tactical missile systems revenue from customers within the U.S. government.

Cost of Sales. Cost of sales for the fiscal year ended April 30, 2019 was $185.9 million, as compared to $160.7 million for the fiscal year ended April 30, 2018, representing an increase of $25.1 million, or 16%. The increase in cost of sales was a result of an increase in service costs of sales of $21.0 million and an increase in product cost of sales of $4.1 million. The increase in service costs of sales was primarily due to the increase in service revenue. The increase in product costs was primarily due to the increase in product deliveries and an increase in inventory reserve charges largely related to our commercial Quantix product. As a percentage of revenue, cost of sales decreased from 60% to 59%, primarily due to a favorable product mix, partially offset by an increase in inventory reserve charges and an unfavorable service mix.

Gross Margin. Gross margin for the fiscal year ended April 30, 2019 was $128.4 million, as compared to $107.7 million for the fiscal year ended April 30, 2018, representing an increase of $20.7 million, or 19%. The increase in gross margin was primarily due to an increase in product margins of $16.3 million and an increase in service margins of $4.4 million. The increase in product margins was primarily due to the increase in product deliveries, partially offset by an increase in inventory reserve charges largely related to our commercial Quantix product. The increase in services margins was primarily due to the increase in customer-funded R&D revenue. As a percentage of revenue, gross margin increased from 40% to 41%, primarily due to a favorable product mix, partially offset by an increase in inventory reserve charges and an unfavorable service mix.

Selling, General and Administrative. SG&A expense for the fiscal year ended April 30, 2019 was $60.3 million, or 19% of revenue, compared to SG&A expense of $50.8 million, or 19% of revenue, for the fiscal year ended April 30, 2018. The increase in SG&A expense was primarily due to an impairment charge related to the long-lived assets of our commercial Quantix product, an increase in corporate development expenses primarily related to the sale of our EES Business, an increase in costs incurred related to the transition services agreement with Webasto, and an increase in employee-related expenses, partially offset by a decrease in legal expenses, a decrease in amortization expense, and a decrease in bad debt expense.

Research and Development. R&D expense for the fiscal year ended April 30, 2019 was $34.2 million, or 11% of revenue, compared to R&D expense of $26.4 million, or 10% of revenue, for the fiscal year ended April 30, 2018. R&D expense increased primarily due to increased development activities for certain strategic initiatives.

Interest Income, net. Interest income, net for the fiscal year ended April 30, 2019 was $4.7 million, compared to $2.2 million for the fiscal year ended April 30, 2018. The increase in interest income was primarily due to an increase in the average interest rates earned on our investments portfolio.

Other Income (Expense), net. Other income, net for the fiscal year ended April 30, 2019 was $12.0 million, as compared to other expense, net of $49,000 for the fiscal year ended April 30, 2018. The increase in other income, net was primarily due to a litigation settlement and income earned under a transition services agreement with Webasto, the buyer of our former EES Business.

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Income Taxes. Our effective income tax rate was 9.2% for the fiscal year ended April 30, 2019, as compared to 30.0% for the fiscal year ended April 30, 2018. The provision for income taxes for the fiscal year ended 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 a $3.3 million one-time expense resulting from the remeasurement of our deferred tax assets and liabilities.

Equity method investment loss, net of tax. Equity method investment loss, net of tax for the fiscal year ended April 30, 2019 was $3.9 million, as compared to equity method investment loss, net of $1.3 million for the fiscal year ended April 30, 2018. The increase was due to the equity method loss associated with our investment in the HAPSMobile joint venture formed in December 2017 and our increase to 10% ownership in March 2019 which was diluted to approximately 5% during the first fiscal quarter of fiscal year 2020.

Gain on sale of business, net of tax. Gain on sale of business, net of tax for the fiscal year ended April 30, 2019 was $8.5 million, as compared to $0 for the fiscal year ended April 30, 2018. The gain on sale of business, net of tax, for the fiscal year ended April 30, 2019 resulted from the sale of our former EES Business.

Loss from discontinued operations, net of tax. Loss from discontinued operations, net of tax for the fiscal year ended April 30, 2019 was $3.0 million, as compared to a loss from discontinued operations, net of tax of $3.9 million for the fiscal year ended April 30, 2018. The loss from discontinued operations, net of tax related to the results of our EES Business.

Liquidity and Capital Resources

We currently have no material cash commitments, except for normal recurring trade payables, accrued expenses and ongoing research and development costs, all of which we anticipate funding through our existing working capital and funds provided by operating activities. The majority of our purchase obligations are pursuant to funded contractual arrangements with our customers. We believe that our existing cash, cash equivalents, cash provided by operating activities and other financing sources will be sufficient to meet our anticipated working capital, capital expenditure and debt service requirements, if any, during the next twelve months. There can be no assurance, however, that our business will continue to generate cash flow at current levels. If we are unable to generate sufficient cash flow from operations, then we may be required to sell assets, reduce capital expenditures or obtain additional financing. We anticipate that existing sources of liquidity and cash flows from operations will be sufficient to satisfy our cash needs for the foreseeable future.

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

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

To date, COVID-19 has not had a significant impact on our liquidity, cash flows or capital resources. However, the continued spread of COVID-19 has led to disruption and volatility in the global capital markets, which, depending on future developments, could impact our capital resources and liquidity in the future. During the three months ended April 30, 2020, in consideration of the impact of the COVID-19 pandemic, we made the strategic decision to sell a significant

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portion of our corporate and municipal held-to-maturity securities and invested the proceeds in cash and cash equivalents and U.S. government and U.S. government agency securities.

During the fiscal year ended April 30, 2020, we made certain commitments outside of the ordinary course of business, none of which were material either alone or in the aggregate, including capital contributions totaling $5.0 million to a limited partnership fund. Under the terms of the limited partnership agreement, we have committed to make additional capital contributions of $5.0 million to the fund.

Cash Flows

The following table provides our cash flow data from continuing operations for the periods ended:

Fiscal Year Ended April 30,

 

2020

    

2019

    

2018

(In thousands)

 

Net cash provided by operating activities

$

25,097

$

26,946

$

69,832

Net cash provided by (used in) investing activities

$

59,167

$

11,546

$

(6,397)

Net cash (used in) provided by financing activities

$

(1,830)

$

(1,184)

$

2,020

Cash Provided by Operating Activities. Net cash provided by operating activities for the fiscal year ended April 30, 2020 decreased by $1.8 million to $25.1 million, compared to net cash provided by operating activities of $26.9 million for the fiscal year ended April 30, 2019. This decrease in net cash provided by operating activities was primarily due to a decrease in the cash provided as a result of changes in operating assets and liabilities of $2.5 million largely resulting from decreases in accounts receivable due to year over year timing differences, partially offset by increases in inventory primarily due to year over year timing differences in purchases to support anticipated product deliveries, increases in unbilled retentions and receivables due to year over year timing differences in revenue and related billings, and decreases in accounts payable due to year over year timing differences, partially offset by an increase in non-cash expenses of $1.3 million primarily due to an increase in depreciation and amortization and loss from equity method investments.

Net cash provided by operating activities for the fiscal year ended April 30, 2019 decreased by $42.9 million to $26.9 million, compared to net cash provided by operating activities of $69.8 million for the fiscal year ended April 30, 2018. This decrease in net cash provided by operating activities was primarily due to a decrease in the cash provided as a result of changes in operating assets and liabilities of $70.9 million largely resulting from increases in unbilled retentions and receivables due to year over year timing differences in revenue and related billings and increases in inventory primarily due to year over year timing differences in purchases to support anticipated product deliveries, partially offset by an increase in non-cash expenses of $7.7 million primarily due to an increase in the equity method loss associated with the our HAPS JV, partially offset by a decrease in amortization of held-to-maturity investments, and an increase in net income from continuing operations of $20.4 million.

Cash Provided by (Used in) Investing Activities. Net cash provided by investing activities increased by $47.6 million to $59.2 million for the fiscal year ended April 30, 2020, compared to net cash provided by investing activities of $11.5 million for the fiscal year ended April 30, 2019. The increase in net cash provided by investing activities was primarily due to higher net redemptions of available-for-sale investments of $92.0 million and held-to-maturity investments of $15.4 million, partially offset by the proceeds received from the sale of the EES Business in the amount of $32.0 million in the first quarter of fiscal 2019, and the cash used to purchase Pulse Aerospace, LLC during fiscal 2020, in the amount of $18.6 million. During the fiscal years ended April 30, 2020 and 2019, we used cash to purchase property and equipment totaling $11.2 million and $8.9 million, respectively.

Net cash provided by investing activities increased by $17.9 million to $11.5 million for the fiscal year ended April 30, 2019, compared to net cash used in investing activities of $6.4 million for the fiscal year ended April 30, 2018. The increase in net cash provided by investing activities was primarily due to the proceeds from the sale of the EES Business of $32.0 million in fiscal 2019, partially offset by higher net purchases of held-to-maturity investments of

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$12.2 million. During the fiscal years ended April 30, 2019 and 2018, we used cash to purchase property and equipment totaling $8.9 million and $9.6 million, respectively.

Cash (Used in) Provided by Financing Activities. Net cash used in financing activities increased by $0.6 million to $1.8 million for the fiscal year ended April 30, 2020, compared to net cash used in financing activities of $1.2 million for the fiscal year ended April 30, 2019. The increase in net cash used by financing activities was primarily due to the payment of contingent consideration of $0.9 million related to the purchase of Pulse Aerospace, LLC.

Net cash used in financing activities increased by $3.2 million to $1.2 million for the fiscal year ended April 30, 2019, compared to net cash provided by financing activities of $2.0 million for the fiscal year ended April 30, 2018. The increase was primarily due to a decrease in the cash provided from the exercise of employee stock options of $2.6 million.

Contractual Obligations

The following table describes our commitments to settle contractual obligations as of April 30, 2020:

Payments Due By Period (2)

 

    

    

Less Than

    

    

    

More Than

 

Total

1 Year

1 to 3 Years

3 to 5 Years

5 Years

 

(In thousands)

 

Operating lease obligations

$

11,420

$

4,222

$

6,081

$

1,117

$

Purchase obligations(1)

 

45,911

 

45,911

 

 

 

Total

$

57,331

$

50,133

$

6,081

$

1,117

$

(1)Consists of all cancelable and non-cancelable purchase orders as of April 30, 2020.
(2)Not included in the table above is an additional capital contribution of $5.0 million committed under the terms of a limited partnership agreement.

Off-Balance Sheet Arrangements

As of April 30, 2020, 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.

Recently Adopted Accounting Standards

Effective May 1, 2019, we adopted Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), along with several additional clarification ASU’s issued during 2018 (“New Lease Standard”). This New Lease Standard requires the lessee to recognize the assets and liabilities for the rights and obligations created by leases. We elected to adopt the New Lease Standard using the modified retrospective transition approach through a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. As such we did not recast comparative consolidated financial statements. We also elected the package of practical expedients which allows us to not reassess existing or expired contracts for existence of a lease, lease classification, or amortization of previously capitalized initial direct leasing cost. Additionally, we elected the short-term lease exception to not record right-of-use assets and lease liabilities for leases with a term less than 12 months and the practical expedient to not separate lease and non-lease components for property. Adoption of the New Lease Standard resulted in the recording of lease assets and lease liabilities on the consolidated balance sheet with no cumulative impact to retained earnings and did not have a material

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impact on the consolidated statement of cash flows. Refer to Note 11—Leases for additional information required as part of the adoption of the New Lease Standard.

In July 2018, the FASB issued ASU 2018-09, “Codification Improvements” (“ASU 2018-09”). ASU 2018-09 provides technical corrections, clarifications and other improvements across a variety of accounting topics. Among the clarifications, ASU 2018-09 clarifies that an entity should recognize excess tax benefits in the period in which the amount of the deduction is determined. This includes deductions that are taken on the entity’s return in a different period from when the event that gives rise to the tax deduction occurs and the uncertainty about whether the entity will receive a tax deduction and the amount of the tax deduction is resolved. Certain amendments were applicable immediately while others provide transition guidance and are effective in our first quarter of fiscal year 2020. We adopted ASU 2018-09 on May 1, 2019 using the modified retrospective method. The adoption of ASU 2018-09 resulted in a cumulative adjustment to increase retained earnings by $665,000 at May 1, 2019.

New Accounting Standards

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326). This ASU, and several related amendments the FASB has issued to provide additional supplemental guidance on certain aspects of the original pronouncement, 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. We plan to adopt the guidance effective May 1, 2020 using the modified retrospective approach. We do not believe the guidance will have a material impact on our allowance for doubtful accounts for accounts receivable. We are still evaluating the potential impact on its consolidated financial statements for remaining financial instruments within the scope of this guidance, primarily the debt securities in our investment portfolio.

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 guidance is effective for fiscal years beginning after December 15, 2019 and interim periods therein, with early adoption permitted for the removed or modified disclosures. The removed and modified disclosures can be adopted retrospectively, and the added disclosures should be adopted prospectively. We are evaluating the potential impact of this adoption on our consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (Topic 350-40). This ASU allows for capitalization of implementation costs associated with certain cloud computing arrangements. The guidance is effective for fiscal years beginning after December 15, 2019 and interim periods therein, with early adoption permitted. We are evaluating the potential impact of this adoption on our consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740). This ASU simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The guidance is effective for fiscal years beginning after December 15, 2020 and interim periods therein, with early adoption permitted. The adoption method is dependent on the specific amendment included in this update as certain amendments require retrospective adoption, modified retrospective adoption, an option of retrospective or modified retrospective, and prospective adoption. We are evaluating the potential impact of this adoption on its consolidated financial statements.

In January 2020, the FASB issued ASU 2020-01, Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (Topic 321, Topic 323, and Topic 815). This ASU clarifies accounting certain topics impacted by Topic 321 Investments—Equity Securities. These topics include measuring equity securities using the measurement alternative, how the measurement alternative should be applied to equity method accounting, and certain forward contracts and purchased options which would be accounted for under the equity method of accounting upon settlement or exercise. The guidance is effective for fiscal years beginning after December 15, 2020 and interim periods therein,

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with early adoption permitted. The amendments should be adopted prospectively. We are evaluating the potential impact of this adoption on its consolidated financial statements.

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

Interest Rate Risk

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

Foreign Currency Exchange Rate Risk

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

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Item 8. Financial Statements and Supplementary Data.

AeroVironment, Inc.

Audited Consolidated Financial Statements

Index to Consolidated Financial Statements and Supplementary Data

    

Page

 

Reports of Independent Registered Public Accounting Firms

61

Consolidated Balance Sheets at April 30, 2020 and 2019

65

Consolidated Statements of Income for the Years Ended April 30, 2020, 2019 and 2018

66

Consolidated Statements of Comprehensive Income for the Years Ended April 30, 2020, 2019 and 2018

67

Consolidated Statements of Stockholders’ Equity for the Years Ended April 30, 2020, 2019 and 2018

68

Consolidated Statements of Cash Flows for the Years Ended April 30, 2020, 2019 and 2018

69

Notes to Consolidated Financial Statements

70

Quarterly Results of Operations (Unaudited)

104

Supplementary Data

Financial Statement Schedule: Schedule II—Valuation and Qualifying Accounts

105

All other schedules are omitted because they are not applicable, not required or the information required is included in the Consolidated Financial Statements, including the notes thereto.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of AeroVironment, Inc. and subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of AeroVironment, Inc. and subsidiaries (the "Company") as of April 30, 2020, the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows, for the year ended April 30, 2020, and the related notes and schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2020, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of April 30, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated June 23, 2020, expressed an unqualified opinion on the Company's internal control over financial reporting.

Change in Accounting Principle

As discussed in Note 1 to the financial statements, the Company adopted Accounting Standards Update No. 2016-02, Leases (Topic 842), and all related amendments to Accounting Standard Codification 842, Leases, on May 1, 2019.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

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Revenue Recognition - Refer to Note 1 to the financial statements

Critical Audit Matter Description

The Company’s revenue is generated pursuant to written contractual arrangements to design, develop, manufacture and/or modify complex products, and to provide related engineering, technical and other services according to the specifications of the customers. The Company’s performance obligations under these contractual agreements 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. 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 contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each 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 reasonable margin approach.  As of April 30, 2020, revenue was $367.3 million, of which 42% relates to contracts recognized over time.

We identified the assumptions related to estimating total costs and profit to be a critical audit matter given the inherent judgement involved in estimating the total costs including labor, materials, subcontractors’ costs, other direct costs and indirect costs. Auditing such estimates of total costs and profit required extensive audit effort and high degree of auditor judgment.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to management’s estimates of total costs and profit for the performance obligations used to recognize revenue for certain performance obligations accounted for over time included the following, among others:

We tested the effectiveness of controls for over time revenue, including management’s controls over the estimates of total costs and profit for performance obligations.

We tested the amount of over time revenue recorded by developing an expectation for the amount based on historical profit as a percentage of costs incurred and comparing our expectation to the amount recorded by management.

We selected a sample of contracts with customers and performed the following:

oCompared the transaction price to the consideration expected to be received based on current rights and obligations under the contracts and any modifications that were agreed upon with the customers.

oTested the accuracy and completeness of the costs incurred to date for the performance obligation.

oEvaluated the estimates of total cost and profit for the performance obligation by:

Observing the work sites and inspecting the progress to completion.

Evaluating management’s ability to achieve the estimates of total costs and profit by performing corroborating inquiries with the Company’s project managers and engineers, and comparing the estimates to management’s work plans, engineering specifications, and supplier contracts.

Comparing management’s estimates for the selected contracts to costs and profits of similar performance obligations, when applicable.

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We evaluated management’s ability to estimate total costs and profits accurately by comparing actual costs and profits to management’s historical estimates for performance obligations that have been fulfilled.

Business Acquisitions – Refer to Note 19 to the financial statements

Critical Audit Matter Description

On June 10, 2019, the Company purchased 100% of the issued and outstanding member units of Pulse pursuant to the terms of the Pulse Purchase Agreement for $21.88 million. The Company accounted for the acquisition under the acquisition method of accounting for business combinations. Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values, including technology of $14.95 million, in-process R&D of $0.55 million and goodwill of $6.34 million. Management estimated the fair value of the intangible assets using a discounted cash flow analysis, which was based on the Company’s best estimate of future sales, earnings and cash flows after considering such factors as general market conditions, anticipated customer demand, changes in working capital, long term business plans and recent operating performance. Determining the fair value of the intangible assets acquired requires significant judgment, including the amount and timing of expected future cash flows and the selected discount rate.

We identified the assumptions related to estimating the amount and timing of expected future cash flows and discount rate to be a critical audit matter given the inherent judgment involved in estimating these amounts. Performing audit procedures to evaluate the reasonableness of these estimates and assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures applied to the amount and timing of expected future cash flows and the selection of the discount rates for intangibles included the following, among others:

We tested the effectiveness of controls over the valuation of intangibles, including management’s controls over the amount and timing of expected future cash flows and the selection of discount rates.

We assessed the reasonableness of management’s forecasts of future cash flows by comparing the projections to historical results, certain peer companies, third-party industry forecasts, and internal communications to management and board of directors.

With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology and (2) the discount rates utilized, including testing the source information underlying the determination of the discount rates, testing the mathematical accuracy of the calculation, and developing a range of independent estimates and comparing those to the discount rates selected by management.

We evaluated whether the estimated future cash flows were consistent with evidence obtained in other areas of the audit.

/s/ Deloitte & Touche LLP

Los Angeles, California

June 23, 2020

We have served as the Company’s auditor since fiscal 2020.

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Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of AeroVironment, Inc. and subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of AeroVironment, Inc. and subsidiaries (the Company) as of April 30, 2019, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the two years in the period ended April 30, 2019, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at April 30, 2019, and the results of its operations and its cash flows for each of the two years in the period ended April 30, 2019, in conformity with U.S. generally accepted accounting principles.

Adoption of ASU No. 2014-09

As discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting for revenue from contracts with customers in fiscal year 2019 due to the adoption of ASU No. 2014-09, Revenue from Contracts with Customers.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We served as the Company’s auditor from 1999 to 2019.

Los Angeles, California

June 25, 2019

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AEROVIRONMENT, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands except share data)

April 30,

 

2020

2019

Assets

Current assets:

Cash and cash equivalents

$

255,142

$

172,708

Held-to-maturity short-term investments

 

 

150,487

Available-for-sale short-term investments

47,507

Accounts receivable, net of allowance for doubtful accounts of $1,190 at April 30, 2020 and $1,041 at April 30, 2019

 

73,660

 

31,051

Unbilled receivables and retentions (inclusive of related party unbilled receivables of $15,779 at April 30, 2020 and $9,028 at April 30, 2019)

 

75,837

 

53,047

Inventories

 

45,535

 

54,056

Prepaid expenses and other current assets

 

6,246

 

7,418

Income taxes receivable

821

Total current assets

 

503,927

 

469,588

Held-to-maturity long-term investments

 

 

9,386

Available-for-sale long-term investments

15,030

Property and equipment, net

 

21,694

 

16,905

Operating lease right-of-use assets

8,793

Deferred income taxes

 

4,928

 

6,685

Intangibles, net

13,637

459

Goodwill

6,340

Other assets

 

10,605

 

5,821

Total assets

$

584,954

$

508,844

Liabilities and stockholders’ equity

Current liabilities:

Accounts payable

$

19,859

$

15,972

Wages and related accruals

 

23,972

 

18,507

Customer advances

 

7,899

 

2,962

Current operating lease liabilities

3,380

Income taxes payable

1,065

Other current liabilities

 

10,778

 

7,425

Total current liabilities

 

66,953

 

44,866

Deferred rent

 

 

1,173

Non-current operating lease liabilities

6,833

Other non-current liabilities

250

150

Deferred tax liability

29

Liability for uncertain tax positions

 

1,017

 

51

Commitments and contingencies

Stockholders’ equity:

Preferred stock, $0.0001 par value:

Authorized shares—10,000,000; none issued or outstanding at April 30, 2020 and April 30, 2019

 

 

Common stock, $0.0001 par value:

Authorized shares—100,000,000

Issued and outstanding shares—24,063,639 shares at April 30, 2020 and 23,946,293 shares at April 30, 2019

 

2

 

2

Additional paid-in capital

 

181,481

 

176,216

Accumulated other comprehensive income

 

328

 

2

Retained earnings

 

328,090

 

286,351

Total AeroVironment, Inc. stockholders’ equity

 

509,901

 

462,571

Noncontrolling interest

4

Total equity

509,901

462,575

Total liabilities and stockholders’ equity

$

584,954

$

508,844

See accompanying notes to consolidated financial statements.

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AEROVIRONMENT, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands except share and per share data)

Year Ended April 30,

 

2020

    

2019

    

2018

 

 

Revenue:

Product sales

$

256,758

$

212,089

$

191,712

Contract services (inclusive of related party revenue of $60,864, $55,407 and $29,594 for the years ended April 30, 2020, 2019, and 2018, respectively)

 

110,538

 

102,185

 

76,712

 

367,296

 

314,274

 

268,424

Cost of sales:

Product sales

 

139,131

 

113,489

 

109,393

Contract services

 

75,063

 

72,382

 

51,346

 

214,194

 

185,871

 

160,739

Gross margin:

 

Product sales

117,627

98,600

82,319

Contract services

35,475

29,803

25,366

 

153,102

 

128,403

 

107,685

Selling, general and administrative

 

59,490

 

60,343

 

50,826

Research and development

 

46,477

 

34,234

 

26,433

Income from continuing operations

 

47,135

 

33,826

 

30,426

Other income:

Interest income, net

 

4,828

 

4,672

 

2,240

Other income (expense), net

 

707

 

11,980

 

(49)

Income from continuing operations before income taxes

 

52,670

 

50,478

 

32,617

Provision for income taxes

5,848

 

4,641

 

9,800

Equity method investment loss, net of tax

 

(5,487)

 

(3,944)

 

(1,283)

Net income from continuing operations

41,335

41,893

21,534

Discontinued operations:

(Loss) gain on sale of business, net of tax (benefit) expense of $(76) and $2,444 for the year ended April 30, 2020 and April 30, 2019, respectively

(265)

8,490

Loss from discontinued operations, net of tax

(2,964)

(3,887)

Net (loss) income from discontinued operations

 

(265)

 

5,526

 

(3,887)

Net income

41,070

47,419

17,647

Net loss attributable to noncontrolling interest

4

19

216

Net income attributable to AeroVironment, Inc.

$

41,074

$

47,438

$

17,863

Net income (loss) per share attributable to AeroVironment, Inc.—Basic

Continuing operations

$

1.74

$

1.77

$

0.93

Discontinued operations

(0.01)

0.23

(0.17)

Net income per share attributable to AeroVironment, Inc.—Basic

$

1.73

$

2.00

$

0.76

Net income (loss) per share attributable to AeroVironment, Inc.—Diluted

Continuing operations

$

1.72

$

1.74

$

0.91

Discontinued operations

(0.01)

0.23

(0.16)

Net income per share attributable to AeroVironment, Inc.—Diluted

$

1.71

$

1.97

$

0.75

Weighted-average shares outstanding:

Basic

 

23,806,208

 

23,663,410

 

23,471,241

Diluted

 

24,088,167

 

24,071,713

 

23,813,772

See accompanying notes to consolidated financial statements.

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AEROVIRONMENT, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

Year Ended April 30,

 

2020

    

2019

    

2018

Net income

$

41,070

$

47,419

$

17,647

Other comprehensive income:

Change in foreign currency translation adjustments

276

(34)

36

Unrealized gain on investments, net of deferred tax expense of $14, $51 and $25 for the fiscal years ended 2020, 2019 and 2018, respectively

 

50

 

57

 

70

Total comprehensive income

41,396

47,442

17,753

Net loss attributable to noncontrolling interest

4

19

216

Comprehensive income attributable to AeroVironment, Inc.

$

41,400

$

47,461

$

17,969

See accompanying notes to consolidated financial statements.

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AEROVIRONMENT, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands except share data)

Accumulated

 

Additional

Other

Total

Non-

 

Common Stock

Paid-In

Retained

Comprehensive

AeroVironment, Inc.

Controlling

 

    

Shares

    

Amount

    

Capital

    

Earnings

    

(Loss) Income

Equity

Interest

    

Total

 

Balance at April 30, 2017

 

23,630,419

 

2

 

162,150

 

221,050

 

(127)

383,075

239

 

383,314

Net income (loss)

 

 

 

 

17,863

 

17,863

(216)

 

17,647

Unrealized gain on investments

 

 

 

 

 

70

70

 

70

Foreign currency translation

 

 

 

 

36

36

 

36

Stock options exercised

 

153,211

 

 

2,705

 

2,705

 

2,705

Restricted stock awards

 

140,787

 

 

 

 

Restricted stock awards forfeited

 

(6,834)

 

 

 

 

Tax withholding payment related to net share settlement of equity awards

(8,847)

 

 

(397)

 

(397)

 

(397)

Reclassification from share-based liability compensation to equity

384

384

384

Stock-based compensation

 

 

 

5,297

 

5,297

 

5,297

Balance at April 30, 2018

 

23,908,736

 

2

 

170,139

 

238,913

 

(21)

409,033

23

 

409,056

Net income (loss)

 

 

 

 

47,438

 

47,438

(19)

 

47,419

Unrealized gain on investments

 

 

 

 

 

57

57

 

57

Foreign currency translation

 

 

 

 

(34)

(34)

 

(34)

Stock options exercised

 

12,725

 

 

71

 

71

 

71

Restricted stock awards

 

57,476

 

 

 

 

Restricted stock awards forfeited

 

(18,023)

 

 

 

 

Tax withholding payment related to net share settlement of equity awards

 

(14,621)

 

 

(1,094)

 

(1,094)

 

(1,094)

Stock-based compensation

 

 

 

7,100

 

7,100

 

7,100

Balance at April 30, 2019

 

23,946,293

2

176,216

286,351

2

462,571

4

462,575

Adoption of ASU 2018-09

 

 

 

665

 

665

 

665

Net income (loss)

 

 

 

 

41,074

 

41,074

(4)

 

41,070

Unrealized gain on investments

 

 

 

 

 

50

50

 

50

Foreign currency translation

 

 

 

 

276

276

 

276

Stock options exercised

 

16,189

 

 

100

 

100

 

100

Restricted stock awards

 

131,991

 

 

 

 

Restricted stock awards forfeited

 

(12,541)

 

 

 

 

Tax withholding payment related to net share settlement of equity awards

 

(18,293)

 

 

(1,062)

 

(1,062)

 

(1,062)

Stock based compensation

 

 

 

6,227

 

6,227

 

6,227

Balance at April 30, 2020

 

24,063,639

$

2

$

181,481

$

328,090

$

328

$

509,901

$

$

509,901

See accompanying notes to consolidated financial statements.

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AEROVIRONMENT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

Year Ended April 30,

 

 

2020

    

2019

    

2018

 

Operating activities

Net income

$

41,070

$

47,419

$

17,647

Loss (gain) on sale of business, net of tax

265

(8,490)

Loss from discontinued operations, net of tax

2,964

3,887

Net income from continuing operations

41,335

41,893

21,534

Adjustments to reconcile net income from continuing operations to cash provided by operating activities from continuing operations:

Depreciation and amortization

 

9,888

 

7,669

 

5,982

Losses from equity method investments

5,487

3,944

1,283

Realized gain from sale of available-for-sale investments

(180)

Impairment of long-lived assets

4,398

255

Provision for doubtful accounts

 

388

 

(39)

 

977

Impairment of intangible assets and goodwill

1,021

Other non-cash gain, net

(703)

Non-cash lease expense

4,574

Loss (gain) on foreign currency transactions

 

1

 

38

 

(87)

Deferred income taxes

 

3,419

 

4,792

 

2,853

Stock-based compensation

 

6,227

 

6,985

 

4,956

(Gain) loss on sale of property and equipment

(71)

76

20

Amortization of debt securities

(1,423)

(1,506)

1,424

Changes in operating assets and liabilities, net of acquisitions:

Accounts receivable

 

(42,869)

 

25,821

 

11,070

Unbilled receivables and retentions

 

(22,790)

 

(36,175)

 

2,253

Inventories

 

8,855

 

(16,631)

 

1,192

Income tax receivable

821

(821)

Prepaid expenses and other assets

 

831

 

(2,401)

 

139

Accounts payable

 

3,127

 

(7,054)

 

5,736

Other liabilities

 

8,180

 

(4,043)

 

9,224

Net cash provided by operating activities of continuing operations

 

25,097

 

26,946

 

69,832

Investing activities

Acquisition of property and equipment

 

(11,220)

 

(8,896)

 

(9,563)

Equity method investments

(14,498)

(7,598)

(3,267)

Business acquisition, net of cash acquired

(18,641)

Proceeds from sale of business

31,994

Proceeds from sale of property and equipment

81

Redemptions of held-to-maturity investments

 

185,917

 

260,918

 

227,663

Purchases of held-to-maturity investments

(176,757)

(267,122)

(221,680)

Redemptions of available-for-sale investments

 

200,892

 

2,250

 

450

Purchases of available-for-sale investments

(106,607)

Net cash provided by (used in) investing activities from continuing operations

 

59,167

 

11,546

 

(6,397)

Financing activities

Principal payments of capital lease obligations

(161)

(288)

Payment of contingent consideration

(868)

Tax withholding payment related to net settlement of equity awards

(1,062)

(1,094)

(397)

Exercise of stock options

 

100

 

71

 

2,705

Net cash (used in) provided by financing activities from continuing operations

 

(1,830)

 

(1,184)

 

2,020

Discontinued operations

Operating activities of discontinued operations

(7,686)

(623)

Investing activities of discontinued operations

(431)

(1,219)

Net cash used in discontinued operations

(8,117)

(1,842)

Net increase in cash, cash equivalents, and restricted cash

 

82,434

 

29,191

 

63,613

Cash, cash equivalents, and restricted cash at beginning of period

 

172,708

 

143,517

 

79,904

Cash, cash equivalents, and restricted cash at end of period

$

255,142

$

172,708

$

143,517

Supplemental disclosures of cash flow information

Cash paid, net during the period for:

Income taxes

$

532

$

6,780

$

1,813

Non-cash activities

Unrealized gain on investments, net of deferred tax expense of $14, $51 and $25 for the fiscal years ended 2020, 2019 and 2018, respectively

$

50

$

57

$

70

Reclassification from share-based liability compensation to equity

$

$

$

384

Change in foreign currency translation adjustments

$

276

$

(34)

$

36

Acquisitions of property and equipment included in accounts payable

$

1,425

$

810

$

379

See accompanying notes to consolidated financial statements.

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AEROVIRONMENT, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1.           Organization and Significant Accounting Policies

Organization

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

Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of AeroVironment, Inc. and its wholly-owned subsidiaries: Pulse Aerospace, LLC (“Pulse”) and AeroVironment, Inc. (Afghanistan), as well as the Company’s Turkish joint venture, Altoy Savunma Sanayi ve Havacilik Anonim Sirketi (“Altoy”) (collectively referred to herein as the “Company”).

In February 2018, the Company dissolved AeroVironment GmbH, the results of which were not material to the consolidated financial statements. In February 2019, the Company dissolved AeroVironment International PTE. LTD., the results of which were not material to the consolidated financial statements. In October 2019, the Company dissolved its wholly-owned subsidiary, Skytower, Inc., the results of which were not material to the consolidated financial statements.

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 represented 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.

On June 10, 2019, the Company purchased 100% of the issued and outstanding member units of Pulse Aerospace, LLC (“Pulse”) pursuant to the terms of a Unit Purchase Agreement (the “Pulse Purchase Agreement”). The assets, liabilities and operating results of Pulse have been included in the Company’s consolidated financial statements. Refer to Note 19—Business Acquisitions for further details.

Investments in Companies Accounted for Using the Equity or Cost Method

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

When an investment accounted for using the equity method issues its own shares, the subsequent reduction in the Company’s proportionate interest in the investee is reflected in equity as an adjustment to paid-in-capital. The

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Company evaluates its investments in companies accounted for by the equity or cost method for impairment when there is evidence or indicators that a decrease in value may be other than temporary.

In December of 2017, the Company and SoftBank Corp. (“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 is accounted as an equity method investment. The Company has presented its proportion of HAPSMobile’s net loss in equity method investment loss, net of tax in the consolidated statement of operations. The carrying value of the investment in HAPSMobile was recorded in other assets, long-term. Refer to Note 8 – Equity Method Investments for further details.

In July 2019, the Company made its initial capital contribution to a limited partnership fund focusing on highly relevant technologies and start-up companies serving defense and industrial markets. The Company accounts for investments in limited partnerships as equity method investments as the Company is deemed to have influence when it holds more than a minor interest. Refer to Note 8 – Equity Method Investments for further details.

Segments

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM, who is the Chief Executive Officer, makes operating decisions, assesses performance and makes resource allocation decisions, including the focus of research and development (“R&D”), on a consolidated basis for the Company’s continuing operations. Accordingly, the Company operates its business as a single reportable segment.

Use of Estimates

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

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation. Specifically, the Company’s existing intangible assets have been reclassified from other assets to intangibles, net on the consolidated balance sheet for all periods presented.

Cash Equivalents

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

Investments

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

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Unrealized gains and losses are excluded from earnings and reported as a separate component of stockholders’ equity, net of deferred income taxes for available-for-sale investments.

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

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

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

Fair Values of Financial Instruments

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

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash, cash equivalents, municipal bonds, U.S. government securities, U.S. government-guaranteed agency securities, U.S. government sponsored agency debt securities, highly rated commercial paper, highly rated corporate bonds, and accounts receivable. The Company currently invests the majority of its cash in municipal bonds, U.S. government securities, U.S. government-guaranteed agency securities, U.S. government sponsored agency debt securities and highly rated corporate bonds. The Company’s revenue and accounts receivable are with a limited number of corporations and governmental entities. In the aggregate, 61%, 58% and 58% of the Company’s revenue came from agencies of the U.S. government for the years ended April 30, 2020, 2019 and 2018, respectively. These agencies accounted for 62% and 26% of the accounts receivable balances at April 30, 2020 and 2019, respectively. One such agency, the U.S. Army, accounted for 32%, 28% and 19% of the Company’s consolidated revenue for the years ended April 30, 2020, 2019 and 2018, respectively. The Company performs ongoing credit evaluations of its commercial customers and maintains an allowance for potential losses.

Accounts Receivable, Unbilled Receivables and Retentions

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

Retentions represent amounts withheld by customers until contract completion. At April 30, 2020 and 2019, the retention balances were $717,000 and $1,102,000, respectively. The Company determines the allowance for doubtful accounts based on historical customer experience and other currently available evidence. When a specific account is deemed uncollectible, the account is written off against the allowance. The allowance for doubtful accounts reflects the Company’s best estimate of probable losses inherent in the accounts receivable balance; such losses have historically been within management’s expectations. An account is deemed past due based on contractual terms rather than on how recently payments have been received.

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Inventories

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

Long-Lived Assets

Property and equipment are carried at cost. Depreciation of property and equipment, including amortization of leasehold improvements, are provided using the straight-line method over the following estimated useful lives:

Machinery and equipment

    

2 - 7

 years

 

Computer equipment and software

 

2 - 5

 years

Furniture and fixtures

 

3 - 7

 years

Leasehold improvements

 

Lesser of useful life or term of lease

Maintenance, repairs and minor renewals are charged directly to expense as incurred. Additions and betterments to property and equipment are capitalized at cost. When the Company disposes of assets, the applicable costs and accumulated depreciation and amortization thereon are removed from the accounts and any resulting gain or loss is included in selling, general and administrative (“SG&A”) expense in the period incurred.

The Company reviews the recoverability of its long-lived assets whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The estimated future cash flows are based upon, among other things, assumptions about expected future operating performance, and may differ from actual cash flows. If the sum of the projected undiscounted cash flows (excluding interest) is less than the carrying value of the assets, the assets will be written down to the estimated fair value in the period in which the determination is made. During the three months ended April 30, 2019, the Company recorded an impairment loss of $4,398,000 related to the long-lived assets of its commercial UAS Quantix solution. Refer to Note 7 – Property and equipment, net.

Intangibles Assets — Acquired in Business Combinations

The Company performs valuations of assets acquired and liabilities assumed on each acquisition accounted for as a business combination and allocates the purchase price of the acquired business to the respective net tangible and intangible assets. Acquired intangible assets include technology, in-process research and development, customer relationships, trademarks and tradenames, and non-compete agreements. The Company determines the appropriate useful life by performing an analysis of expected cash flows based on historical experience of the acquired businesses. Intangible assets are amortized over their estimated useful lives using the straight-line method which approximates the pattern in which the economic benefits are consumed. The estimated useful life for the Company’s intangible assets are as follows:

Technology

    

6

 years

 

Licenses

 

3

 years

Customer relationships

 

3 - 5

 years

In-process research and development

3

 years

Non-compete agreements

 

Contractual term

The Company monitors conditions related to these assets to determine whether events and circumstances warrant a revision to the remaining amortization period. The Company tests its intangible assets with finite lives for potential impairment whenever management concludes events or changes in circumstances indicate that the carrying

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amount may not be recoverable. The original estimate of an asset's useful life and the impact of an event or circumstance on either an asset's useful life or carrying value involve significant judgment.

Goodwill

Goodwill represents the excess of the cost of an acquired entity over the fair value of the acquired net assets. Goodwill is tested for impairment annually during the fourth quarter of the Company’s fiscal year or when events or circumstances change in a manner that indicates goodwill might be impaired. Events or circumstances that could trigger an impairment review include, but are not limited to, a significant adverse change in legal factors or in the business or political climate, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, significant changes in the manner of the Company’s use of the acquired assets or the strategy for the Company’s overall business, significant negative industry or economic trends or significant underperformance relative to projected future results of operations.

Product Warranty

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

Accrued Sales Commissions

As of April 30, 2020 and 2019, the Company accrued sales commissions in other current liabilities of $2,842,000 and $1,301,000, respectively.

Self-Insurance Liability

The Company is self-insured for employee medical claims, subject to individual and aggregate stop loss policies. The Company estimates a liability for claims filed and incurred but not reported based upon recent claims experience and an analysis of the average period of time between the occurrence of a claim and the time it is reported to and paid by the Company. As of April 30, 2020 and 2019, the Company estimated and recorded a self-insurance liability in wages and related accruals of approximately $753,000 and $965,000, respectively.

Income Taxes

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

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law making 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, and limitation on the deductibility of certain executive compensation.

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. 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 and recorded a one-time deferred tax expense of approximately $3,300,000 during the year ended April 30, 2018.

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On March 27, 2020, the United States enacted the Coronavirus Aid, Relief and Economic Security Act (CARES Act) in an effort to curtail the effect of COVID-19. While the CARES Act provides sweeping tax changes in response to the COVID-19 pandemic, some of the more significant provisions are not expected to impact the Company’s financial statements including the removal of certain limitations on utilization of net operating losses, increasing the loss carryback period for certain losses to five years, and increasing the ability to deduct interest expense. The Company does expect to benefit in the future, however, from the technical correction made to the previously enacted Tax Cuts and Jobs Act in relation to tax depreciation of qualified improvement property.

Customer Advances and Amounts in Excess of Cost Incurred

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

Revenue Recognition

The Company’s revenue is generated pursuant to written contractual arrangements to design, develop, manufacture and/or modify complex products, and to provide related engineering, technical and other services according to the specifications of the 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, Revenue from Contracts with Customers (“ASC 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 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 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 reasonable margin approach. This approach estimates the Company’s 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, which accounted for 42% of revenue during our fiscal year ended April 30, 2020, or at a point in time, 58%. 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 tactical missile systems (“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.

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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 April 30, 2020, the Company had approximately $208,063,000 of remaining performance obligations under contracts with its customers, which the Company also refers to as backlog. The Company currently expects to recognize approximately 96% of the remaining performance obligations as revenue in fiscal 2021, an additional 4% in fiscal 2022, 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 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 years ended April

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30, 2020, 2019 or 2018. During the year ended April 30, 2020, the Company revised its estimates of the total expected costs to complete a TMS contract and a contract associated with a design and development agreement. The aggregate impact of these adjustments in contract estimates on revenue related to performance obligations satisfied or partially satisfied in previous periods was a decrease of approximately $1,403,000 and an increase of approximately $1,099,000, respectively. No adjustment on any one contract was material to the Company’s consolidated financial statements for the years ended April 30, 2019. During the year ended April 30, 2018, the Company revised its estimates of the total expected costs to complete a TMS variant contract. The aggregate impact of these adjustments in contract estimates on revenue related to performance obligations satisfied or partially satisfied in previous periods was a decrease of approximately $1,255,000.

Revenue by Category

The following tables present the Company’s revenue disaggregated by major product line, contract type, customer category and geographic location (in thousands):

Year Ended April 30,

Revenue by major product line/program

2020

    

2019

2018

Small UAS

$

225,888

$

183,157

$

167,534

TMS

63,781

65,087

63,406

HAPS

60,864

55,407

29,593

Other

 

16,763

 

10,623

 

7,891

Total revenue

$

367,296

$

314,274

$

268,424

Year Ended April 30,

Revenue by contract type

2020

    

2019

2018

FFP

$

269,917

$

224,090

$

212,976

CPFF

94,176

89,485

55,203

T&M

 

3,203

 

699

 

245

Total revenue

$

367,296

$

314,274

$

268,424

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.

Year Ended April 30,

Revenue by customer category

2020

    

2019

2018

U.S. government:

$

225,341

$

182,586

$

156,996

Non-U.S. government

141,955

131,688

111,428

Total revenue

$

367,296

$

314,274

$

268,424

Year Ended April 30,

Revenue by geographic location

2020

    

2019

2018

Domestic

$

201,046

$

151,124

$

142,158

International

166,250

163,150

126,266

Total revenue

$

367,296

$

314,274

$

268,424

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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 years ended April 30, 2020 or 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 years ended April 30, 2020, 2019, and 2018 that was included in contract liability balances at the beginning of each year were $1,670,000, $1,587,000 and $977,000, respectively.

Stock-Based Compensation

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

Long-Term Incentive Awards

For long-term incentive awards outstanding as of April 30, 2020, the awards include time-based awards which vest equally over three years and performance-based awards which vest based on the achievement of a target payout established at the beginning of each performance period. The actual payout at the end of the performance period is calculated based upon the Company’s achievement of such targets. Payouts are made in shares of restricted stock which become immediately vested upon issuance.

At each reporting period, the Company reassesses the probability of achieving the performance targets. The estimation of whether the performance targets will be achieved requires judgment, and, to the extent actual results or updated estimates differ from the Company’s current estimates, the cumulative effect on current and prior periods of those changes will be recorded in the period estimates are revised.

Research and Development

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

Customer-funded research and development costs are incurred pursuant to contracts (revenue arrangements) to perform research and development activities according to customer specifications. These costs are direct contract costs and are expensed to cost of sales when the corresponding revenue is recognized, which is generally as the research and development services are performed. Revenue from customer-funded research and development was approximately $80,934,000, $76,407,000 and $52,489,000 for the years ended April 30, 2020, 2019 and 2018, respectively. The related

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cost of sales for customer-funded research and development totaled approximately $56,440,000, $54,824,000 and $36,855,000 for the years ended April 30, 2020, 2019 and 2018, respectively.

In January 2017, the Company executed a cost sharing Other Transaction Agreement type contract funded by the US Federal Government to perform certain system design, development and functional testing activities specific to a new prototype UAS on a best-efforts basis. Costs of $21,933,000 will be reimbursed to the Company as the activities are performed, while the Company is responsible for funding a minimum of $11,225,000. The term of the agreement is through December 2020. The Company has determined that the contract meets the criteria of ASC 912-730-05 Contractors – Federal Government and, therefore, all reimbursements are recorded as an offset to research and development expense in the consolidated statements of income. Reimbursements under the contract were $8,102,000, $5,936,000 and $4,188,000 for the fiscal years ended April 30, 2020, 2019 and 2018, respectively.

Lease Accounting

The Company adopted Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), along with several additional clarification ASU’s issued during 2018 (“New Lease Standard”) effective May 1, 2019. The New Lease Standard requires the lessee to recognize the assets and liabilities for the rights and obligations created by leases. At contract inception the Company determines whether the contract is, or contains, a lease and whether the lease should be classified as an operating or a financing lease. Operating leases are recorded in operating lease right-of-use assets, current operating lease liabilities and non-current operating lease liabilities.

The Company recognizes operating lease right-of-use assets and operating lease liabilities based on the present value of the future minimum lease payments over the lease term at commencement date. The Company uses its incremental borrowing rate based on the information available at commencement date to determine the present value of future payments and the appropriate lease classification. The Company defines the initial lease term to include renewal options determined to be reasonably certain. The Company’s leases have remaining lease terms of less than one year to six years, some of which may include options to extend the lease for up to 10 years, and some of which may include options to terminate the lease after two years. None of the Company’s options to extend or terminate are reasonably certain of being exercised, and are therefore not included in the Company’s determination of lease assets and liabilities. For operating leases, the Company recognizes lease expense for these leases on a straight-line basis over the lease term.

Many of the Company’s real estate lease agreements contain incentives for tenant improvements, rent holidays, or rent escalation clauses. For tenant improvement incentives, if the incentive is determined to be a leasehold improvement owned by the lessee, the Company generally records incentive as a reduction to fixed lease payments thereby reducing rent expense. For rent holidays and rent escalation clauses during the lease term, the Company records rental expense on a straight-line basis over the term of the lease. For these lease incentives, the Company uses the date of initial possession as the commencement date, which is generally when the Company is given the right of access to the space and begins to make improvements in preparation for intended use.

The Company does not have any finance leases. The Company does not have any material restrictions or covenants in its lease agreements, sale-leaseback transactions, land easements or residual value guarantees.

In determining the inputs to the incremental borrowing rate calculation, the Company makes judgments about the value of the leased asset, its credit rating and the lease term including the probability of its exercising options to extend or terminate the underlying lease. Additionally, the Company makes judgments around contractual asset substitution rights in determining whether a contract contains a lease.

Prior to adoption of the New Lease Standard, the Company accounted for its leases and subsequent amendments as operating leases or capital leases for financial reporting purposes. Certain operating leases contained rent escalation clauses, which were recorded on a straight-line basis over the initial term of the lease with the difference between the rent paid and the straight-line rent recorded as a deferred rent liability. Lease incentives received from landlords were recorded as deferred rent liabilities and are amortized on a straight-line basis over the lease term as a reduction to rent expense. Deferred rent liabilities were approximately $1,173,000 and $1,536,000 as of April 30, 2019 and 2018, respectively.

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Advertising Costs

Advertising costs are expensed as incurred. Advertising expenses included in SG&A expenses were approximately $934,000, $897,000 and $526,000 for the years ended April 30, 2020, 2019 and 2018, respectively.

Foreign Currency Transactions

Foreign currency transaction gains and losses are charged or credited to earnings as incurred. For the fiscal years ended April 30, 2020, 2019 and 2018, foreign currency transaction gains and losses that are included in other income (expense) in the accompanying statements of income were $(1,000), $(38,000), and $87,000, respectively.

Earnings Per Share

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

The reconciliation of diluted to basic shares is as follows:

Year Ended April 30,

 

    

2020

    

2019

    

2018

 

Continuing operations attributable to AeroVironment, Inc.

$

41,339,000

$

41,912,000

$

21,750,000

Discontinued operations, net of tax

(265,000)

5,526,000

(3,887,000)

Net income attributable to AeroVironment, Inc.

$

41,074,000

$

47,438,000

$

17,863,000

Denominator for basic earnings per share:

Weighted average common shares

 

23,806,208

 

23,663,410

 

23,471,241

Dilutive effect of employee stock options, restricted stock and restricted stock units

 

281,959

 

408,303

 

342,531

Denominator for diluted earnings per share

 

24,088,167

 

24,071,713

 

23,813,772

During the years ended April 30, 2020, 2019 and 2018, certain options, shares of restricted stock and restricted stock units were not included in the computation of diluted earnings per share because their inclusion would have been anti-dilutive. The number of options, restricted stock and restricted stock units which met this anti-dilutive criterion was approximately 3,000, 18,000 and 22,000 for the years ended April 30, 2020, 2019 and 2018, respectively.

Recently Adopted Accounting Standards

Effective May 1, 2019, the Company adopted the New Lease Standard. This New Lease Standard requires the lessee to recognize the assets and liabilities for the rights and obligations created by leases. The Company elected to adopt the New Lease Standard using the modified retrospective transition approach through a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. As such the Company did not recast comparative consolidated financial statements. The Company also elected 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 elected the short-term lease exception to not record right-of-use assets and lease liabilities for leases with a term less than 12 months and the practical expedient to not separate lease and non-lease components for property. Adoption of the New Lease Standard resulted in the recording of lease assets and lease liabilities on the consolidated balance sheet with no cumulative impact to retained earnings and did not have a material impact on the consolidated statement of cash flows. Refer to Note 10—Leases for additional information required as part of the adoption of the New Lease Standard.

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In July 2018, the FASB issued ASU 2018-09, “Codification Improvements” (“ASU 2018-09”). ASU 2018-09 provides technical corrections, clarifications and other improvements across a variety of accounting topics. Among the clarifications, ASU 2018-09 clarifies that an entity should recognize excess tax benefits in the period in which the amount of the deduction is determined. This includes deductions that are taken on the entity’s return in a different period from when the event that gives rise to the tax deduction occurs and the uncertainty about whether the entity will receive a tax deduction and the amount of the tax deduction is resolved. Certain amendments were applicable immediately while others provide transition guidance and are effective in the Company’s first quarter of fiscal year 2020. The Company adopted ASU 2018-09 on May 1, 2019 using the modified retrospective method. The adoption of ASU 2018-09 resulted in a cumulative adjustment to increase retained earnings by $665,000 at May 1, 2019.

Recently Issued Accounting Standards

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326). This ASU, and several related amendments the FASB has issued to provide additional supplemental guidance on certain aspects of the original pronouncement, 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. The Company plans to adopt the guidance effective May 1, 2020 using the modified retrospective approach. The Company does not believe the guidance will have a material impact the Company’s allowance for doubtful accounts for accounts receivable. The Company is still evaluating the potential impact on its consolidated financial statements for remaining financial instruments within the scope of this guidance, primarily the debt securities in the Company’s investment portfolio.

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 guidance is effective for fiscal years beginning after December 15, 2019 and interim periods therein, with early adoption permitted for the removed or modified disclosures. The removed and modified disclosures can be adopted retrospectively, and the added disclosures should be adopted prospectively. The Company is evaluating the potential impact of this adoption on its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (Topic 350-40). This ASU allows for capitalization of implementation costs associated with certain cloud computing arrangements. The guidance is effective for fiscal years beginning after December 15, 2019 and interim periods therein, with early adoption permitted. The Company plans to adopt the guidance effective May 1, 2020 using the prospective approach. The Company is evaluating the potential impact of this adoption on its consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740). This ASU simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The guidance is effective for fiscal years beginning after December 15, 2020 and interim periods therein, with early adoption permitted. The adoption method is dependent on the specific amendment included in this update as certain amendments require retrospective adoption, modified retrospective adoption, an option of retrospective or modified retrospective, and prospective adoption. The Company is evaluating the potential impact of this adoption on its consolidated financial statements.

In January 2020, the FASB issued ASU 2020-01, Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (Topic 321, Topic 323, and Topic 815). This ASU clarifies accounting certain topics impacted by Topic 321 Investments—Equity Securities. These topics include measuring equity securities using the measurement alternative, how the measurement alternative should be applied to equity method accounting, and certain forward contracts and purchased options which would be accounted for under the equity method of accounting upon settlement or exercise. The guidance is effective for fiscal years beginning after December 15, 2020 and interim periods therein, with early adoption permitted. The amendments should be adopted prospectively. The Company is evaluating the potential impact of this adoption on its consolidated financial statements.

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2.           Discontinued Operations

On June 29, 2018, the Company completed the sale of the EES Business to Webasto. In accordance with the terms of the 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 and has been recorded in gain on sale of business, net of tax in the consolidated statements of income. During the year ended April 30, 2019, the Company recorded a reduction to the gain resulting from a working capital adjustment of $486,000. During the year ended April 30, 2020, the Company and Webasto engaged an independent accounting firm to resolve a working capital dispute with a maximum exposure of $922,000 pursuant to the terms of the Purchase Agreement. In June 2020, the independent accounting firm determined the final adjustment to the working capital dispute to be $341,000 which has been recorded net of tax as discontinued operations in the consolidated statements of income.

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 April 30, 2020. The Company’s satisfaction of the requirements for the payment of the Holdback is currently 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 provide certain consents to contract assignments and related to a previously announced product 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. On August 16, 2019, the Company filed a counterclaim against Webasto seeking payment of the Holdback and declaratory relief regarding Webasto’s cancellation of an assigned contract. The Company believes that the allegations are generally meritless and is mounting a vigorous defense.

During the three months ended October 27, 2018, Webasto filed a recall report with the 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 facts giving rise to the recall. Under the terms of the Purchase Agreement, the Company may be responsible for certain costs of such recall of named products the Company manufactured, sold or serviced prior to the closing of the sale of the EES Business. On August 14, 2019, Benchmark Electronics, Inc. (“Benchmark”), the company that assembled the products subject to the recall, served a demand for arbitration to the Company and Webasto, and a third-party part supplier pursuant to its contracts with the Company and Webasto, respectively. The Company filed a responsive pleading in the Benchmark arbitration on October 29, 2019, consisting of a general denial, affirmative defenses, and a reservation of the right to file counter-claims at a later date. Webasto challenged the validity of the Benchmark arbitration by filing an action in New York Superior Court. In December 2019, Webasto and Benchmark reached a settlement of their disputed claims. Benchmark withdrew its Notice of Arbitration against Webasto and the Company, but reserved its right to pursue indemnity claims against suppliers. The recall remains a significant part of the Webasto lawsuit.

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 TSA was $551,000 and $2,758,000 and has been recorded in other income, net in the consolidated statements of income for the fiscal years ended April 30, 2020 and 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 the Company’s operations. Therefore, the results of operations of the

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EES Business are reported as discontinued operations for all periods presented. The table below presents the statements of income data for the EES Business (in thousands).

Year Ended April 30,

2020

2019

2018

Net sales

$

$

4,256

$

38,411

Cost of sales

 

 

5,097

 

33,384

Gross margin

 

 

(841)

 

5,027

Selling, general and administrative

 

 

1,515

 

7,825

Research and development

 

 

1,072

 

3,526

Other income, net

1

(27)

Loss from discontinued operations before income taxes

 

 

(3,427)

 

(6,351)

Benefit for income taxes

(463)

(2,464)

Net loss from discontinued operations

$

$

(2,964)

$

(3,887)

(Loss) gain on sale of business, net of tax (benefit) expense of $(76) and $2,444 for the year ended April 30, 2020 and April 30, 2019, respectively

(265)

8,490

Net (loss) income from discontinued operations

$

(265)

$

5,526

$

(3,887)

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3.           Investments

Investments consist of the following:

April 30,

 

2020

    

2019

(In thousands)

Short-term investments:

Held-to-maturity securities:

Municipal securities

$

$

5,332

U.S. government securities

63,205

Corporate bonds

 

 

81,950

Total held-to-maturity investments

150,487

Available-for-sale securities:

Municipal securities

5,244

U.S. government securities

33,771

Corporate bonds

8,492

Total available-for-sale investments

47,507

Total short-term investments

$

47,507

$

150,487

Long-term investments:

Held-to-maturity securities:

U.S. government securities

$

$

7,404

Corporate bonds

 

 

1,982

Total held-to-maturity investments

 

 

9,386

Available-for-sale securities:

Municipal securities

1,592

U.S. government securities

8,996

Total available-for-sale investments

 

10,588

 

Equity method investments

Investment in limited partnership fund

 

4,442

 

Total equity method investments

 

4,442

 

Total long-term investments

$

15,030

$

9,386

Held-To-Maturity Securities

As of April 30, 2019, the balance of held-to-maturity securities consisted of state and local government municipal securities, U.S. government securities, U.S. government agency securities, and corporate bonds. Interest earned from these investments is recorded in interest income. During the three months ended April 30, 2020, in consideration of the impact of the COVID-19 pandemic, the Company made the strategic decision to sell a significant portion of its corporate and municipal held-to-maturity securities and invested the proceeds in cash and cash equivalents and U.S. government and U.S. government agency securities. As such the investments were transferred from held-to-maturity classification to available-for-sale classification. Prior to the three months ended April 30, 2020, the Company had the intent and ability to hold its investments classified as held-to-maturity to their maturity dates. The net carrying

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amount and net unrealized gains of held to maturity securities transferred to available-for-sale securities or cash equivalents at the time of transfer are as follows (in thousands):

    

    

Net

Carrying

Unrealized

Amount

Gains

Municipal securities

$

23,706

$

34

U.S. government securities

41,465

38

Corporate bonds

85,679

73

Certificate of deposits

1,017

5

Total held-to-maturity investments

$

151,867

$

150

The Company held no held-to maturity securities at April 30, 2020. The amortized cost, gross unrealized losses, and estimated fair value of the held-to-maturity securities as of April 30, 2019 are as follows (in thousands):

Gross

Gross

Amortized

Unrealized

Unrealized

Fair

 

Cost

    

Gains

Losses

    

Value

 

Municipal securities

 

$

5,332

$

2

$

(1)

$

5,333

U.S. government securities

 

70,609

78

(52)

70,635

Corporate bonds

 

83,932

20

(5)

83,947

Total held-to-maturity investments

 

$

159,873

 

$

100

$

(58)

 

$

159,915

Available-For-Sale Securities

As of April 30, 2020, the balance of available-for-sale securities consisted of state and local government municipal securities, U.S. government securities, U.S. government agency securities, and investment grade corporate bonds. Interest earned from these investments is recorded in interest income. Realized gains on sales of these investments on the basis of specific identification is recorded in interest income.

The Company held no available-for-sale securities at April 30, 2019. The following table is a summary of the activity related to the available-for-sale investments recorded in short-term and long-term investments (in thousands):

April 30, 2020

    

    

Gross

    

Gross

    

Amortized

Unrealized

Unrealized

Fair

Cost

Gains

Losses

Value

Municipal securities

$

6,807

$

29

$

$

6,836

U.S. government securities

42,730

41

(4)

42,767

Corporate bonds

8,495

(3)

8,492

Total held-to-maturity investments

$

58,032

$

70

$

(7)

$

58,095

The amortized cost and fair value of the Company’s available-for-sale securities by contractual maturity at

April 30, 2020, are as follows:

    

Cost

    

Fair Value

 

Due within one year

$

47,457

$

47,507

Due after one year through five years

 

10,575

 

10,588

Total

$

58,032

$

58,095

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Auction Rate Securities

As of April 30, 2018, the balance of available-for-sale auction rate securities consisted of two investment grade auction rate municipal bonds with maturities ranging from 1 to 16 years. These investments have characteristics similar to short term investments. During the three months ended July 28, 2018, the remaining investment grade auction rate municipal bonds were redeemed at par value.

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—Inputs to the valuation based upon quoted prices (unadjusted) for identical assets or liabilities in active markets that are accessible as of the measurement date.

Level 2—Inputs to the valuation include quoted prices in either markets that are not active, or in active markets for similar assets or liabilities, inputs other than quoted prices that are observable, and inputs that are derived principally from or corroborated by observable market data.

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

The Company’s financial assets measured at fair value on a recurring basis at April 30, 2020, 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

 

Available-for-sale securities

$

$

58,095

$

$

58,095

Total

$

$

58,095

$

$

58,095

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The following table provides a reconciliation between the beginning and ending balances of items measured at fair value on a recurring basis that used significant unobservable inputs (Level 3) (in thousands):

    

Fair Value

 

Measurements Using

 

Significant

 

Unobservable Inputs

 

Description

(Level 3)

 

Balance at May 1, 2019

$

Business acquisition

1,703

Transfers to Level 3

 

Total (gains) losses (realized or unrealized)

Included in product cost of sales

 

1,147

Included in selling, general and administrative

 

(703)

Included in research and development

353

Included in other comprehensive income

 

Settlements

 

(2,500)

Balance at April 30, 2020

$

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 or liabilities still held at April 30, 2020

$

Pursuant to the Pulse Purchase Agreement, the sellers may have received up to a maximum of $5,000,000 in additional cash consideration (“contingent consideration”), if specific research and development milestones were achieved by December 10, 2021 and the continued employment of specific key employees. The contingent consideration was valued using a probability weighted discounted cash flow model. The analysis considered, among other items, contractual terms of the Pulse Purchase Agreement, the Company’s discount rate, the timing of expected future cash flows and the probability that the milestones required for payment of the contingent consideration will be achieved. See Note 19—Business Acquisitions. During the fiscal year ended April 30, 2020, one of the research and development milestones was achieved, and the requirements for the payout of remaining contingent consideration were concluded to not have been met. As a result, the Company recorded a gain of $832,000, which was recorded in selling, general, and administrative expense in the consolidated statements of income. On February 26, 2020, $2,500,000 of contingent consideration was paid to the sellers for the achieved milestone, and the remaining $2,500,000 will not be paid.

5.           Inventories, net

Inventories consist of the following (in thousands):

April 30,

 

2020

    

2019

 

Raw materials

$

15,988

$

16,792

Work in process

 

10,340

 

19,162

Finished goods

 

29,439

 

25,926

Inventories, gross

 

55,767

 

61,880

Reserve for inventory excess and obsolescence

 

(10,232)

 

(7,824)

Inventories, net

$

45,535

$

54,056

During the fiscal year ended April 30, 2020, the Company recorded inventory reserve charges of approximately $2,600,000 to impair the remaining net book value of the Company’s Quantix commercial UAS solution. For the fiscal

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years ended April 30, 2020, 2019 and 2018, the Company recorded inventory reserve charges of $5,377,000, $5,054,000 and $2,758,000, respectively.

6.           Intangibles

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

April 30,

April 30,

    

2020

    

2019

Technology

$

14,950

$

-

Licenses

1,006

1,006

Customer relationships

873

733

In-process research and development

550

-

Non-compete agreements

320

-

Trademarks and tradenames

68

28

Other

3

3

Intangibles, gross

17,770

1,770

Less accumulated amortization

 

(4,133)

 

(1,311)

Intangibles, net

$

13,637

$

459

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 political situation within Turkey and the increased uncertainty in the relations between the U.S. and Turkey during the fiscal year ended April 30, 2018, 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 an 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 income. The fair value of the Altoy asset group was determined based on a discounted cash flow model reflective of the revised cash flow estimates.

The weighted average amortization period at April 30, 2020 and 2019 was four years and one year, respectively. Amortization expense for the years ended April 30, 2020, 2019 and 2018 was $2,822,000, $357,000 and $296,000, respectively.

Technology, in-process research and development, customer relationships, trademarks and tradenames, and non-compete agreements were recognized in conjunction with the Company’s acquisition of Pulse on June 10, 2019. Refer to Note 19 - Business Combinations for further details.

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Estimated amortization expense for the next five years is as follows (in thousands):

    

Year ending

 

April 30,

 

2021

$

2,792

2022

 

2,829

2023

 

2,688

2024

 

2,629

2025

 

2,492

$

13,430

7.           Property and Equipment, net

Property and equipment, net consist of the following:

April 30,

 

    

2020

    

2019

 

(In thousands)

 

Leasehold improvements

$

16,387

$

12,324

Machinery and equipment

 

46,519

 

40,432

Furniture and fixtures

 

3,031

 

2,145

Computer equipment and software

 

33,242

 

35,056

Construction in process

 

2,508

 

2,411

Property and equipment, gross

 

101,687

 

92,368

Less accumulated depreciation and amortization

 

(79,993)

 

(75,463)

Property and equipment, net

$

21,694

$

16,905

During the three months ended April 30, 2019, the Company determined that the continued less than forecasted sales of its Quantix commercial UAS solution, which launched during the fourth quarter of fiscal year 2018, was an indicator that the long-lived assets of this asset group may not be recoverable. As a result, the company performed an analysis and concluded that the projected undiscounted cash flows were less than the carrying value of the asset group (Step 1). As a result, the Company performed additional analysis to determine the amount of the impairment loss (Step 2) and recorded an impairment loss totaling $4,398,000 related to the long-lived assets of the commercial UAS Quantix solution, which is included in selling, general and administrative expense on the consolidated statements of income. The fair value of the asset group was determined based on a discounted cash flow model reflective of the Company’s revised cash flow estimates.

Depreciation expense for the years ended April 30, 2020, 2019 and 2018 was $7,066,000, $7,311,000 and $5,676,000, respectively.

8.           Investments in Companies Accounted for Using the Equity Method

In December of 2017, the Company and SoftBank formed a joint venture, HAPSMobile, which is a Japanese corporation. As of April 30, 2020, the Company’s ownership stake in HAPSMobile was approximately 7%, with the remaining 93% held by SoftBank. In connection with the formation of the joint venture on December 27, 2017, the Company initially purchased shares of HAPSMobile representing a 5% ownership interest in exchange for an investment of 210,000,000 yen ($1,860,000). The Company subsequently purchased additional shares of HAPSMobile in order to maintain a 5% ownership stake in the joint venture. The first such purchase occurred on April 17, 2018, at which time the Company invested 150,000,000 yen ($1,407,000) for the purchase of additional shares of HAPSMobile. On January 29, 2019, the Company invested an additional 209,500,000 yen ($1,926,000) to maintain its 5% ownership stake. On

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February 9, 2019, the Company elected to purchase 632,800,000 yen ($5,671,000) of additional shares of HAPSMobile to increase the Company’s ownership in the joint venture from 5% to 10%, and on May 10, 2019, the Company purchased 500,000,000 yen ($4,569,000) of additional shares of HAPSMobile to maintain its 10% ownership stake. The Company’s ownership percentage was subsequently diluted from 10% to approximately 5%. On December 4, 2019, the Company purchased 540,050,000 yen ($4,982,000) of additional shares of HAPSMobile to increase its ownership stake to approximately 7%.

As the Company has the ability to exercise significant influence over the operating and financial policies of HAPSMobile pursuant to the applicable Joint Venture Agreement and related organizational documents, the Company’s investment is accounted for as an equity method investment. At April 30, 2020, 2019 and 2018, the Company recorded its ownership percentage of the net loss of HAPSMobile, or $4,982,000, $3,944,000 and $1,283,000, respectively, in equity method investment loss, net of tax in the consolidated statements of income. At April 30, 2020 and 2019, the carrying value of the investment in HAPSMobile of $10,455,000 and $5,612,000, respectively, was recorded in other assets, long-term.

Investment in Limited Partnership Fund

In July 2019, the Company made its initial capital contribution to a limited partnership fund focusing on highly relevant technologies and start-up companies serving defense and industrial markets. Under the terms of the limited partnership agreement, the Company has committed to make additional capital contributions of $5.0 million to the fund. The Company accounts for investments in limited partnerships as equity method investments as the Company is deemed to have influence when it holds more than a minor interest. At April 30, 2020, the Company recorded its ownership percentage of the net loss of the limited partnership, or $394,000, in equity method investment loss, net of deferred taxes of $111,000 in the consolidated statements of income. At April 30, 2020, the carrying value of the investment in the limited partnership of $4,442,000, was recorded in available-for-sale long-term investments.

Summarized financial information of the equity method investments are as follows:

April 30,

    

2020

    

2019

    

(In thousands)

Current assets

$

67,387

$

31,746

Noncurrent assets

 

170,602

 

Current liabilities

 

72,505

 

11,757

Year Ended April 30,

2020

    

2019

    

2018

(In thousands)

Revenues

$

25

$

$

Gross loss

(1,331)

Realized and unrealized losses on investments

(7,028)

Net loss

(85,818)

(63,107)

(25,666)

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9.           Warranty Reserves

Warranty reserve activity is summarized as follows:

April 30,

    

2020

    

2019

 

(In thousands)

 

Beginning balance

$

1,704

$

2,090

Warranty expense

 

2,258

 

211

Changes in estimates related to pre-existing warranties

(189)

491

Warranty costs settled

 

(1,758)

 

(1,088)

Ending balance

$

2,015

$

1,704

During the fiscal year ended April 30, 2019, the Company revised its estimates based on the results of additional engineering studies and recorded incremental warranty reserve charges totaling $491,000 related to the estimated costs to repair a component of certain small UAS that were delivered in prior periods. During the fiscal year ended April 30, 2020, the Company revised its estimates based on the results of additional engineering studies to $302,000. As April 30, 2020 and 2019, the Company had no remaining warranty reserve related to the estimated costs to repair the impacted UAS and $251,000, respectively. As of April 30, 2020 and 2019, the Company incurred total costs related to this warranty of $288,000 and $240,000, respectively.

10.           Employee Savings Plan

The Company has an employee 401(k) savings plan covering all eligible employees. The Company expensed approximately $4,744,000, $3,961,000 and $2,953,000 in contributions to the plan for the years ended April 30, 2020, 2019 and 2018, respectively.

11.          Leases

The Company leases certain buildings, land and equipment. Under the New Lease Standard, at contract inception the Company determines whether the contract is, or contains, a lease and whether the lease should be classified as an operating or a financing lease. Operating leases are recorded in operating lease right-of-use assets, current operating lease liabilities and non-current operating lease liabilities.

The Company recognizes operating lease right-of-use assets and operating lease liabilities based on the present value of the future minimum lease payments over the lease term at commencement date. The Company uses its incremental borrowing rate based on the information available at commencement date to determine the present value of future payments and the appropriate lease classification. The Company defines the initial lease term to include renewal options determined to be reasonably certain. The Company’s leases have remaining lease terms of less than one year to six years, some of which may include options to extend the lease for up to 10 years, and some of which may include options to terminate the lease after two years. None of the Company’s options to extend or terminate are reasonably certain of being exercised, and are therefore not included in the Company’s determination of lease assets and liabilities. For operating leases, the Company recognizes lease expense for these leases on a straight-line basis over the lease term.

Many of the Company’s real estate lease agreements contain incentives for tenant improvements, rent holidays, or rent escalation clauses. For tenant improvement incentives, if the incentive is determined to be a leasehold improvement owned by the lessee, the Company generally records incentive as a reduction to fixed lease payments thereby reducing rent expense. For rent holidays and rent escalation clauses during the lease term, the Company records rental expense on a straight-line basis over the term of the lease. For these lease incentives, the Company uses the date of initial possession as the commencement date, which is generally when the Company is given the right of access to the space and begins to make improvements in preparation for intended use.

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The Company does not have any finance leases. The Company does not have any material restrictions or covenants in its lease agreements, sale-leaseback transactions, land easements or residual value guarantees.

In determining the inputs to the incremental borrowing rate calculation, the Company makes judgments about the value of the leased asset, its credit rating and the lease term including the probability of its exercising options to extend or terminate the underlying lease. Additionally, the Company makes judgments around contractual asset substitution rights in determining whether a contract contains a lease.

The components of lease costs recorded in cost of sales for product sales and contract services and selling, general and administrative (“SG&A”) expense were as follows (in thousands):

Year Ended

April 30,

    

2020

Operating lease cost

$

4,574

Short term lease cost

500

Variable lease cost

987

Sublease income

(287)

Total lease costs, net

$

5,774

Supplemental lease information were as follows:

Year Ended

April 30,

    

2020

(In thousands)

Cash paid for amounts included in the measurement of operating lease liabilities

$

3,897

Right-of-use assets obtained in exchange for new lease liabilities

$

13,022

Weighted average remaining lease term

34 months

Weighted average discount rate

3.7%

Maturities of operating lease liabilities as of April 30, 2020 were as follows (in thousands):

2021

$

4,222

2022

 

3,910

2023

 

2,171

2024

 

1,055

2025

 

62

Thereafter

Total lease payments

11,420

Less: imputed interest

(1,207)

Total present value of operating lease liabilities

$

10,213

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Maturities of operating lease liabilities as of April 30, 2019 were as follows:

2020

$

5,298

2021

3,527

2022

 

2,723

2023

 

1,554

2024

 

953

Thereafter

 

Total lease payments

$

14,055

Rental expense under operating leases was approximately $4,609,000 and $4,011,000 for the years ended April 30, 2019 and 2018, respectively.

12.          Stock-Based Compensation

For the years ended April 30, 2020, 2019 and 2018, the Company recorded stock-based compensation expense of approximately $6,227,000, $6,985,000 and $4,956,000, respectively.

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

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

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

No options were granted during the fiscal years ended April 30, 2020, 2019 and 2018. The fair value of stock options granted previously was estimated at the grant date using the Black-Scholes option pricing model. Assumptions included in the Black-Scholes option pricing model included the expected term of stock options, the expected volatility, the risk free interest rate, and the expected dividend yield. The expected term of stock options represents the weighted average period the Company expects the stock options to remain outstanding, based on the Company’s historical exercise and post-vesting cancellation experience and the remaining contractual life of its outstanding options. The expected volatility is based on historical volatility for the Company’s stock. The risk free interest rate is based on the

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implied yield on a U.S. Treasury zero-coupon bond with a remaining term that approximates the expected term of the option. The expected dividend yield of zero reflects that the Company has not paid any cash dividends since inception and does not anticipate paying cash dividends in the foreseeable future.

Information related to the stock option plans at April 30, 2020, 2019 and 2018, and for the years then ended is as follows:

Restated 2006 Plan

2002 Plan

1992 Plan

 

    

    

Weighted

    

    

Weighted

    

    

Weighted

 

Average

Average

Average

 

Exercise

Exercise

Exercise

 

Shares

Price

Shares

Price

Shares

Price

 

Outstanding at April 30, 2017

 

446,624

 

24.93

 

 

 

43,415

 

0.59

Options granted

 

 

 

 

 

 

Options exercised

 

(107,598)

 

23.80

 

 

 

(25,113)

 

0.59

Options canceled

 

 

 

 

 

 

Outstanding at April 30, 2018

 

339,026

 

25.29

 

 

 

18,302

 

0.59

Options granted

 

 

 

 

 

 

Options exercised

 

(2,000)

 

32.19

 

 

 

(4,000)

 

0.59

Options canceled

 

 

 

 

 

 

Outstanding at April 30, 2019

 

337,026

 

25.25

 

 

 

14,302

 

0.59

Options granted

 

 

 

 

 

 

Options exercised

 

(3,000)

 

31.15

 

 

 

(13,189)

 

0.59

Options canceled

 

 

 

 

 

 

Outstanding at April 30, 2020

 

334,026

 

25.19

 

 

 

1,113

 

0.59

Options exercisable at April 30, 2020

 

318,026

$

25.12

 

$

 

1,113

$

0.59

The total intrinsic value of all options exercised during the years ended April 30, 2020, 2019 and 2018 was approximately $833,000, $371,000, and $2,407,000, respectively. The intrinsic value of all options outstanding at April 30, 2020 and 2019 was $11,779,000 and $15,569,000, respectively. The intrinsic value of all exercisable options at April 30, 2020 and 2019 was $11,242,000 and $13,950,000, respectively.

A summary of the status of the Company’s non-vested stock options as of April 30, 2020 and the year then ended is as follows:

    

    

Weighted

 

Average

 

Grant Date

 

Non-vested Options

Options

Fair Value

 

Non-vested at April 30, 2019

 

39,510

$

10.90

Granted

 

 

Expired

 

 

Canceled

 

 

Vested

 

(23,510)

 

11.40

Non-vested at April 30, 2020

 

16,000

$

10.16

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As of April 30, 2020, there was approximately $7,670,000 of total unrecognized compensation cost related to non-vested share-based compensation awards granted under the equity plans. That cost is expected to be recognized over an approximately two-year period or a weighted average period of approximately 2.5 years.

No options were granted during the fiscal years ended April 30, 2020, 2019 and 2018. The total fair value of shares vesting during the years ended April 30, 2020, 2019 and 2018 was $4,900,000, $4,756,000 and $3,328,000, respectively.

Proceeds from all option exercises under all stock option plans for the years ended April 30, 2020, 2019 and 2018 were approximately $101,000, $67,000 and $2,576,000, respectively. The tax benefit realized from stock-based compensation was $0 during the years ended April 30, 2020, 2019 and 2018, respectively.

The following tabulation summarizes certain information concerning outstanding and exercisable options at April 30, 2020:

Options Outstanding

 

Weighted

 

Average

Options Exercisable

 

    

    

    

Remaining

    

Weighted

    

    

Weighted

 

As of

Contractual

Average

As of

Average

 

April 30,

Life In

Exercise

April 30,

Exercise

 

Range of Exercise Prices

2020

Years

Price

2020

Price

 

$

0.59

-

19.16

 

55,113

 

2.93

$

17.90

 

55,113

$

17.90

19.17

-

26.24

 

58,500

 

2.86

 

20.54

 

58,500

 

20.54

26.25

-

26.99

 

80,000

 

5.15

 

26.70

 

64,000

 

26.70

27.00

-

27.99

50,000

3.56

27.27

50,000

27.27

28.00

-

29.26

 

50,000

 

1.83

 

28.72

 

50,000

 

28.72

29.27

-

31.27

 

41,526

 

3.94

 

31.13

 

41,526

 

31.13

$

0.59

-

31.27

 

335,139

 

3.50

$

25.11

 

319,139

$

25.03

The remaining weighted average contractual life of exercisable options at April 30, 2020 was 3.42 years.

Information related to the Company’s restricted stock awards at April 30, 2020 and for the year then ended is as follows:

Restated 2006 Plan

 

    

    

Weighted

 

Average

 

Grant Date

 

Shares

Fair Value

 

Unvested stock at April 30, 2019

 

226,159

$

43.35

Stock granted

 

131,991

 

52.71

Stock vested

 

(143,962)

 

34.03

Stock canceled

 

(12,541)

 

47.86

Unvested stock at April 30, 2020

 

201,647

$

55.84

13.          Long-Term Incentive Awards

During the three months ended July 27, 2019, the Company granted awards under its amended and restated 2006 Equity Incentive Plan (the “Restated 2006 Plan”) to key employees (“Fiscal 2020 LTIP”). Awards under the Fiscal 2020 LTIP consist of: (i) time-based restricted stock awards, which vest in equal tranches in July 2020, July 2021 and

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July 2022, 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, 2022. 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. During the fiscal year ended April 30, 2020, the Company recorded $649,000 of compensation expense related to the Fiscal 2020 LTIP. At April 30, 2020, the maximum compensation expense that may be recorded for the performance-based portion of the Fiscal 2020 LTIP is $4,263,000.

During the three months ended July 28, 2018, the Company granted awards under 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) 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 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. During the fiscal years ended April 30, 2020 and 2019, the Company recorded $386,000 and $572,000 of compensation expense related to the Fiscal 2019 LTIP, respectively. At April 30, 2020, the maximum compensation expense that may be recorded for the performance-based portion of the Fiscal 2019 LTIP is $2,478,000.

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) 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. During the fiscal years ended April 30, 2020, 2019 and 2018, the Company recorded $193,000, $588,000 and $269,000 of compensation expense related to the Fiscal 2018 LTIP, respectively. During the first quarter of fiscal 2021, the Company expects to issue a total of 27,356 fully-vested shares of common stock to settle the Fiscal 2018 LTIP.

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 vested in equal tranches in July 2017, July 2018 and July 2019, and (ii) PRSUs, which vested based on the Company’s achievement of revenue and operating income targets for the three-year period ending April 30, 2019. During the three months ended July 27, 2019, the Company issued a total of 14,814 fully-vested shares of common stock to settle the PRSUs in the Fiscal 2017 LTIP. No compensation expense was recorded during fiscal year ended April 30, 2020 for the Fiscal 2017 LTIP.

At April 30, 2020 and 2019, the Company recorded cumulative stock-based compensation expense from these long-term incentive awards of $2,657,000 and $1,889,000, 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.

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14.          Income Taxes

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

    

Year Ended April 30,

 

2020

2019

2018

 

Domestic

$

52,730

$

50,644

$

32,651

Foreign

(60)

 

(166)

 

(34)

Income from continuing operations before income taxes

52,670

50,478

32,617

Equity method investment loss

(5,487)

(3,944)

(1,283)

Total income from continuing operations before income taxes

$

47,183

$

46,534

$

31,334

The Company expects any foreign earnings to be reinvested in such foreign jurisdictions and, therefore, no deferred tax liabilities for U.S. income taxes on undistributed earnings are recorded. The foreign subsidiaries do not have any undistributed earnings.

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

Year Ended April 30,

    

2020

    

2019

    

    

2018

U.S. federal statutory income tax rate

 

21.0

%

21.0

%

30.4

%

State and local income taxes, net of federal benefit

 

(2.1)

(2.2)

(2.2)

R&D and other tax credits

 

(6.8)

(8.1)

(7.0)

Valuation allowance

 

3.4

3.7

4.9

Foreign rate differential

0.1

Return to provision adjustments

0.1

(0.3)

(0.1)

Permanent items

0.7

0.8

(2.7)

Foreign derived intangible income

(3.9)

(3.7)

Excess benefit of equity awards

(1.5)

(3.1)

(4.4)

Tax Act

10.4

Other

 

0.2

1.1

0.6

Effective income tax rate

 

11.1

%

9.2

%  

30.0

%

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The components of the provision (benefit) for income taxes are as follows (in thousands):

Year Ended April 30,

 

    

2020

    

2019

    

2018

 

Current:

Federal

$

3,005

$

1,953

$

6,010

State

 

390

 

228

 

900

Foreign

 

3,395

 

2,181

 

6,910

Deferred:

Federal

 

2,063

 

1,945

 

3,272

State

 

421

 

551

 

(330)

Foreign

(31)

(36)

(52)

 

2,453

 

2,460

 

2,890

Total income tax expense

$

5,848

$

4,641

$

9,800

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

April 30,

 

    

2020

    

2019

 

Deferred income tax assets:

Accrued expenses

$

3,337

$

3,559

Stock based compensation

2,259

1,647

Allowances, reserves, and other

 

1,784

 

1,579

Outside basis difference

2,264

1,150

Unrealized loss on securities

 

9

 

Net operating loss and credit carry-forwards

 

12,832

 

13,208

Intangibles basis

 

605

 

125

Lease liability

2,282

Total deferred income tax assets

 

25,372

 

21,268

Deferred income tax liabilities:

Fixed asset basis

 

(1,218)

 

(425)

Revenue recognition

(3,112)

(2,909)

Right-of-use asset

(1,965)

Total deferred income tax liabilities

 

(6,295)

 

(3,334)

Valuation allowance

 

(14,149)

 

(11,278)

Net deferred tax assets

$

4,928

$

6,656

At April 30, 2020 and 2019 the Company recorded a valuation allowance of $14,149,000 and $11,278,000, respectively, against state R&D credits as the Company is currently generating more tax credits than it will utilize in future years and against the outside basis difference in an equity method investee. The valuation allowance increased by $2,871,000 and $2,710,000 for April 30, 2020 and April 30, 2019, respectively.

At April 30, 2020 the Company had state credit carryforwards of $26,694,000 that do not expire and federal tax credit carryforwards of $2,729,000 that expire in 2040.

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At April 30, 2020, the Company had a state and foreign net operating loss carryforward of approximately $10,000 and $660,000, respectively. The state net operating loss carryforwards carry forward indefinitely. $320,000 of the foreign loss carryforwards expire in fiscal 2021.

At April 30, 2020 and 2019, the Company had approximately $14,347,000 and $12,593,000, respectively, of unrecognized tax benefits all of which would impact the Company’s effective tax rate if recognized. The Company estimates that $53,600 of its unrecognized tax benefits will decrease in the next twelve months due to statute of limitation expiration.

The following table summarizes the activity related to the Company’s gross unrecognized tax benefits for the years ended April 30, 2020 and 2019 (in thousands):

April 30,

 

    

2020

    

2019

 

Balance as of May 1

$

12,593

$

11,170

Increases related to prior year tax positions

 

62

 

216

Decreases related to prior year tax positions

 

 

Increases related to current year tax positions

 

1,971

 

1,756

Decreases related to lapsing of statute of limitations

 

(279)

 

(549)

Balance as of April 30

$

14,347

$

12,593

The Company records interest and penalties on uncertain tax positions to income tax expense. As of April 30, 2020 and 2019, the Company had accrued approximately $21,000 and $18,000, respectively, of interest and penalties related to uncertain tax positions. The Company is currently under audit by various state jurisdictions. The 2016 to 2018 tax years remain open to examination by the IRS for federal income taxes. The tax years 2009 to 2011 and 2015 to 2018 remain open for major state taxing jurisdictions.

During the fiscal year ended April 30, 2020, the Company recorded a reversal of a $279,000 reserve for uncertain tax positions due to the lapse of prior year statue.

On December 22, 2017, the Tax Act was signed into law, 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.

In accordance with 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 was blended in fiscal 2018, resulting in a statutory federal rate of approximately 30.4% (8 months at 35% and 4 months at 21%), and 21% for subsequent fiscal years. The Company remeasured its existing deferred tax assets and liabilities at the rate the Company expected to be in effect when those deferred taxes will be realized and recorded a one-time deferred tax expense of approximately $3,300,000 during the fiscal year ended April 30, 2018.

The Company followed the guidance in SEC Staff Accounting Bulletin 118 (“SAB 118”), which 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.

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The measurement period under SAB 118 closed during the year ended April 30, 2019. The Company has finalized its accounting for the impact of the Tax Act during and reached the following conclusions on the previous provisional estimates.

The Company has concluded it will be eligible to claim the FDII deduction and has reflected a rate benefit in the provision for income taxes. The Company expects the IRS will be issuing additional guidance that could ultimately impact the size of the benefit. In addition, the Company has 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 tax.

15.          Accumulated Other Comprehensive Loss

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

Total Accumulated

Other

Available-for-Sale

Foreign Currency

Comprehensive

    

Securities

    

Translation Adjustments

    

Loss

Total accumulated other comprehensive loss balance as of April 30, 2019

$

$

2

$

2

Changes in foreign currency translation adjustments

276

276

Unrealized gains, net of $14 of taxes

50

50

Total accumulated other comprehensive loss balance as of April 30, 2020

$

50

$

278

$

328

16.          Changes in Accounting Estimates

During the years ended April 30, 2020, 2019 and 2018, the Company revised its estimates at completion of various contracts recognized using the over time method, which resulted in cumulative catch up adjustments during the year in which the change in estimate occurred. The change in estimate was a result of the Company changing the total costs required to complete the contracts due to having more accurate cost information as work progressed in subsequent periods on the various contracts. During the year ended April 30, 2020, the Company revised its estimates of the total expected costs to complete a TMS contract and a contract associated with a design and development agreement. The aggregate impact of these adjustments in contract estimates on revenue related to performance obligations satisfied or partially satisfied in previous periods was a decrease of approximately $1,403,000 and an increase of approximately $1,099,000, respectively. The changes in estimates resulted in cumulative catch-up adjustments to revenue for the years ended April 30, 2019 were not material. During the year ended April 30, 2018, the Company revised its estimates of the total expected costs to complete a TMS variant contract. The aggregate impact of these adjustments in contract estimates on revenue related to performance obligations satisfied or partially satisfied in previous periods was a decrease of approximately $1,255,000.

17.          Related Party Transactions

Pursuant to a consulting agreement, the Company paid a board member approximately $59,000, $55,000 and $48,000 for fiscal years ended April 30, 2020, 2019 and 2018, respectively, for consulting services independent of his board service.

Concurrent with the formation of HAPSMobile, the Company executed a Design and Development Agreement (the “DDA”) with HAPSMobile. Under the DDA and related efforts, the Company will use its best efforts, up to a maximum value of $166,108,000, 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 $60,864,000, $55,407,000 and $29,594,000 for the fiscal years ended April 30, 2020, 2019 and 2018, respectively. At April 30, 2020 and 2019, the Company had unbilled related party receivables from HAPSMobile of

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$15,779,000 and $9,028,000 recorded in unbilled receivables and retentions on the consolidated balance sheet, respectively. As of April 30, 2020, the Company owned approximately a 7% stake. Refer to Note 8 – Equity Method Investments for further details.

18.          Commitments and Contingencies

Commitments

The Company’s operations are conducted in leased facilities. Refer to Note 11—Leases for additional information.

Contingencies

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

At April 30, 2020 and 2019, the Company had outstanding letters of credit totaling $2,716,000 and $7,079,000, respectively.

Contract Cost Audits

Payments to the Company on government cost reimbursable contracts are based on provisional, or estimated indirect rates, which are subject to an annual audit by the Defense Contract Audit Agency (“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 audits. However, the Company can provide no assurance that the DCAA or other government audits will not result in material disallowances for incurred costs in the future.

The Company’s revenue recognition policy calls for revenue recognized on all cost reimbursable government contracts to be recorded at actual rates unless collectability is not reasonably assured. 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 fiscal year ended 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. During the fiscal year ended April 30, 2020, the Company settled rates for its incurred cost claims with the DCAA for fiscal year 2015 for an amount not significant. At April 30, 2020 and 2019, the Company had no reserve and $93,000 reserved for open incurred cost claim audits, respectively.

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19.          Business Acquisitions

On June 10, 2019, the Company purchased 100% of the issued and outstanding member units of Pulse pursuant to the terms of the Pulse Purchase Agreement. The Company’s acquisition of Pulse’s helicopter UAS product family strengthens AeroVironment’s leading family of fixed-wing small unmanned aircraft systems and increases the mission capabilities of AeroVironment’s family of systems.

Pursuant to the Pulse Purchase Agreement, at closing, the Company paid $20,650,000 in cash, less closing indebtedness and transaction costs as defined in the Pulse Purchase Agreement, less a $250,000 retention to cover any post-closing indemnification claims, and less a $1,250,000 holdback amount, with the retention and holdback to be released to the member unit holders of Pulse, less any amounts paid or reserved, 18 months after the closing of the transactions in accordance with the terms of the Pulse Purchase Agreement. The closing cash consideration included the payoff of the outstanding indebtedness of Pulse as of the closing date. The Company financed the acquisition entirely from available cash on hand.

In addition to the consideration paid at closing, the acquisition of Pulse includes contingent consideration arrangements that require additional consideration to be paid by the Company to the sellers of Pulse if two specified research and development milestones are achieved by December 10, 2021 and the continued employment of specified employees. Amounts are payable upon the achievement of the milestones. The range of the undiscounted amounts the Company could pay under each of the contingent consideration agreements is zero or $2,500,000 ($5,000,000 in total if both milestones are achieved and specific key employees continued employment). The fair value of the contingent consideration recognized on the acquisition date of $1,703,000 was estimated by applying the income approach. That measure is based on significant Level 3 inputs not observable in the market. Key assumptions include (1) a discount rate of 4.5% and (2) the probability that each of the milestones will be achieved.

During the year ended April 30, 2020, one of the research and development milestones was achieved, and the requirements for the payout of remaining contingent consideration were concluded to not have been met. As a result, the Company recorded a gain of $832,000 which was recorded in selling, general, and administrative expense in the consolidated statements of income. On February 26, 2020, $2,500,000 of contingent consideration was paid to the sellers for the achieved milestone.

The following table summarizes the provisional allocation of the purchase price over the estimated fair value of the assets and liabilities assumed in the acquisition of Pulse (in thousands):

June 10,

2019

Technology

    

$

14,950

Goodwill

6,340

In-process R&D

550

Inventory

334

Non-compete agreements

320

Other assets, net of liabilities assumed

(614)

Total net identified assets acquired

$

21,880

Fair value of consideration:

Cash

$

18,677

Holdback

1,250

Retention

250

Contingent consideration

1,703

Total

$

21,880

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Determining the fair value of the intangible assets acquired requires significant judgment, including the amount and timing of expected future cash flows, long-term growth rates and discount rates. The fair value of the intangibles assets was determined using a discounted cash flow analysis, which were based on the Company’s best estimate of future sales, earnings and cash flows after considering such factors as general market conditions, anticipated customer demand, changes in working capital, long term business plans and recent operating performance. Use of different estimates and judgments could yield materially different results.

The goodwill is attributable to the synergies the Company expects to achieve through leveraging the acquired technology to its existing customers, the workforce of Pulse and expected future customers in the helicopter UAS market. For tax purposes the acquisition was treated as an asset purchase and the goodwill is deductible ratably over a period of fifteen years.

Supplemental Pro Forma Information (unaudited)

Pulse revenue for the year ended April 30, 2020 since acquisition on June 10, 2019 was $6,607,000. Other than the aforementioned revenue and intangible asset amortization expense of $2,461,000 for the year ended April 30, 2020 since the acquisition on June 10, 2019, the Pulse financial results were not significant. The following unaudited pro forma summary presents consolidated information of the Company as if the business acquisition had occurred on May 1, 2018 (in thousands):

Year Ended

 

April 30,

April 30,

    

2020

    

2019

 

Revenue

$

367,523

$

316,878

Net income attributable to AeroVironment, Inc.

$

41,481

$

43,204

The Company did not have any material, nonrecurring pro forma adjustments directly attributable to the business acquisition included in the reported pro forma revenue and earnings.

These pro forma amounts have been calculated by applying the Company’s accounting policies, assuming transaction costs had been incurred during the three months ended July 28, 2018, reflecting the additional amortization that would have been charged assuming the fair value adjustments to intangible assets had been applied from May 1, 2018 with the consequential tax effects, and including the results of Pulse prior to acquisition.

The Company did not incur significant acquisition-related expenses for the year ended April 30, 2020. These expenses are included in selling, general and administrative, research and development, and product cost of sales on the Company’s consolidated income statement.

The unaudited pro forma supplemental information is based on estimates and assumptions, which the Company believes are reasonable and are not necessarily indicative of the results that have been realized had the acquisitions been consolidated in the tables above as of May 1, 2018, nor are they indicative of results of operations that may occur in the future.

20.          Geographic Information

Sales to non-U.S. customers, including U.S. government foreign military sales in which an end user is a foreign government, accounted for 45%, 52% and 47% of revenue for each of the fiscal years ended April 30, 2020, 2019 and 2018, respectively.

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21.          Quarterly Results of Operations (Unaudited)

The following tables present selected unaudited consolidated financial data for each of the eight quarters in the two-year period ended April 30, 2020. In the Company’s opinion, this unaudited information has been prepared on the same basis as the audited information and includes all adjustments (consisting of only normal recurring adjustments) necessary for a fair statement of the financial information for the period presented. The Company’s fiscal year ends on April 30. Due to the fixed year end date of April 30, the first and fourth quarters each consist of approximately 13 weeks. The second and third quarters each consist of exactly 13 weeks. The first three quarters end on a Saturday.

Three Months Ended

 

    

July 27, 2019

October 26, 2019

    

January 25, 2020

    

April 30, 2020

 

(In thousands except per share data)

 

Year ended April 30, 2020

Revenue

$

86,911

$

83,271

$

61,891

$

135,223

Gross margin

$

41,272

$

35,166

$

23,496

$

53,168

Net income attributable to AeroVironment, Inc. from continuing operations

$

17,110

$

7,501

$

(1,008)

$

17,736

Net income per share attributable to AeroVironment, Inc. from continuing operations—basic(3)

$

0.72

$

0.32

$

(0.04)

$

0.74

Net income per share attributable to AeroVironment, Inc. from continuing operations—diluted(3)

$

0.71

$

0.31

$

(0.04)

$

0.73

Three Months Ended

 

    

July 30,

October 29,

    

January 28,

    

April 30,

 

2018

2018

2019

2019

 

(In thousands except per share data)

 

Year ended April 30, 2019

Revenue

$

78,043

$

72,979

$

75,322

$

87,930

Gross margin

$

32,589

$

28,399

$

30,392

$

37,023

Net (loss) income attributable to AeroVironment, Inc. from continuing operations

$

20,337

(1)

$

7,047

$

8,431

$

6,097

(2)

Net (loss) income per share attributable to AeroVironment, Inc. from continuing operations—basic(3)

$

0.86

(1)

$

0.30

$

0.35

$

0.26

Net (loss) income per share attributable to AeroVironment, Inc. from continuing operations—diluted(3)

$

0.85

(1)

$

0.29

$

0.35

$

0.26

(1)Includes a one-time gain from a litigation settlement of $0.26 per basic and diluted share from continuing operations attributable to AeroVironment recorded to “Other income (expense), net” in the consolidated statement of operations.
(2)Includes an impairment loss of $4.4 million related to the long-lived assets of the Company’s commercial UAS Quantix solution, recorded to selling, general and administrative expense in the consolidated statement of operations.
(3)Earnings per share is computed independently for each of the quarters presented. The sum of the quarterly earnings per share may not equal the total earnings per share computed for the year due to rounding.

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SUPPLEMENTARY DATA

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

Additions

 

    

Balance at

    

Charged to

    

Charged to

    

    

Balance at

 

Beginning

Costs and

Other

End of

 

Description

of Period

Expenses

Accounts

Deductions

Period

 

(In thousands)

 

Allowance for doubtful accounts for the year ended April 30:

2018

$

104

$

976

$

$

$

1,080

2019

$

1,080

$

198

$

$

(237)

$

1,041

2020

$

1,041

$

219

$

$

(70)

$

1,190

Warranty reserve for the year ended April 30:

2018

$

1,947

$

1,884

$

$

(1,741)

$

2,090

2019

$

2,090

$

702

$

$

(1,088)

$

1,704

2020

$

1,704

$

2,069

$

$

(1,758)

$

2,015

Reserve for inventory excess and obsolescence for the year ended April 30:

2018

$

2,756

$

2,758

$

$

(1,561)

$

3,953

2019

$

3,953

$

5,054

$

$

(1,183)

$

7,824

2020

$

7,824

$

5,377

$

$

(2,969)

$

10,232

Reserve for self-insured medical claims for the year ended April 30:

2018

$

1,133

$

9,100

$

$

(9,230)

$

1,003

2019

$

1,003

$

10,808

$

$

(10,867)

$

944

2020

$

944

$

13,031

$

$

(13,222)

$

753

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

Not applicable.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. As required by Rule 13a-15(b) under the Exchange Act, we have carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective and were operating at a reasonable level.

Management’s Report on Internal Control Over Financial Reporting

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

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

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

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

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

Under the supervision and with the participation of management, including our principal executive and financial officers, we assessed our internal control over financial reporting as of April 30, 2020, based on criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (“COSO”). Based on this assessment, management concluded that the Company maintained effective internal control over financial reporting as of April 30, 2020 based on the specified criteria.

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The effectiveness of our internal control over financial reporting as of April 30, 2020 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which is included herein.

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 Exchange Act Rules 13a-15 or 15d-15 that occurred during the quarter ended April 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of AeroVironment, Inc. and subsidiaries

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of AeroVironment, Inc. and subsidiaries (the “Company”) as of April 30, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of April 30, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended April 30, 2020, of the Company and our report dated June 23, 2020, expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding the Company’s adoption of a new accounting standard.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying management’s report. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

Definition and Limitations of Internal Control over Financial Reporting

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

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

/s/ Deloitte & Touche LLP

Los Angeles, California

June 23, 2020

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PART III

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

Certain information required by Item 401 and Item 405 of Regulation S-K will be included in the definitive proxy statement for our 2020 Annual Meeting of Stockholders, which will be filed no later than 120 days after April 30, 2020, and that information is incorporated by reference herein.

Codes of Ethics

We have adopted a Code of Business Conduct and Ethics (“Code of Conduct”). The Code of Conduct is posted on our website, http://investor.avinc.com. We intend to disclose on our website any amendments to, or waivers of, the Code of Conduct covering our Chief Executive Officer, Chief Financial Officer and/or Controller promptly following the date of such amendments or waivers. A copy of the Code of Conduct may be obtained upon request, without charge, by contacting our Secretary at (805) 520-8350 or by writing to us at AeroVironment, Inc., Attn: Secretary, 900 Innovators Way, Simi Valley, California 93065. The information contained on or connected to our website is not incorporated by reference into this Annual Report and should not be considered part of this or any reported filed with the SEC.

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

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

The information required by Item 407(d)(4) and (5) of Regulation S-K will be included in the definitive proxy statement for our 2020 Annual Meeting of Stockholders, and that information is incorporated by reference herein.

Item 11. Executive Compensation.

The information required by Item 402 and Item 407(e)(4) and (5) of Regulation S-K will be included in the definitive proxy statement for our 2020 Annual Meeting of Stockholders, and that information is incorporated by reference herein.

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

The information required by Item 201(d) and Item 403 of Regulation S-K will be included in the definitive proxy statement for our 2020 Annual Meeting of Stockholders, and that information is incorporated by reference herein.

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

The information required by Item 404 and Item 407(a) of Regulation S-K will be included in the definitive proxy statement for our 2020 Annual Meeting of Stockholders, and that information is incorporated by reference herein.

Item 14. Principal Accounting Fees and Services.

The information required by Item 14 of Form 10-K will be included in the definitive proxy statement for our 2020 Annual Meeting of Stockholders, and that information is incorporated by reference herein.

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PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a)The following are filed as part of this Annual Report:

1. Financial Statements

The following consolidated financial statements are included in Item 8:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets at April 30, 2020 and 2019

Consolidated Statements of Income for the Years Ended April 30, 2020, 2019 and 2018

Consolidated Statements of Comprehensive Income for the Years Ended April 30, 2020, 2019 and 2018

Consolidated Statements of Stockholders’ Equity for the Years Ended April 30, 2020, 2019 and 2018

Consolidated Statements of Cash Flows for the Years Ended April 30, 2020, 2019 and 2018

Notes to Consolidated Financial Statements

2. Financial Statement Schedules

The following Schedule is included in Item 8:

Schedule II—Valuation and Qualifying Accounts

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

3. Exhibits

See Item 15(b) of this report below.

(b)Exhibits

Exhibit
Number

    

Exhibit

3.1(1)

Amended and Restated Certificate of Incorporation of AeroVironment, Inc.

3.3 (2)

Third Amended and Restated Bylaws of AeroVironment, Inc.

4.1(3)

Form of AeroVironment, Inc.’s Common Stock Certificate

4.2

Description of Registrant’s Securities

10.1#(4)

Form of Director and Executive Officer Indemnification Agreement

10.2#(3)

AeroVironment, Inc. Nonqualified Stock Option Plan

10.3#(3)

Form of Nonqualified Stock Option Agreement pursuant to the AeroVironment, Inc. Nonqualified Stock Option Plan

10.4#(3)

AeroVironment, Inc. Directors’ Nonqualified Stock Option Plan

10.5#(3)

Form of Directors’ Nonqualified Stock Option Agreement pursuant to the AeroVironment, Inc. Directors’ Nonqualified Stock Option Plan

10.6#(3)

AeroVironment, Inc. 2002 Equity Incentive Plan

10.7#(3)

Form of AeroVironment, Inc. 2002 Equity Incentive Plan Stock Option Agreement

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Exhibit
Number

    

Exhibit

10.8#(3)

AeroVironment, Inc. 2006 Equity Incentive Plan

10.9#(5)

AeroVironment, Inc. 2006 Equity Incentive Plan, as amended and restated effective September 29, 2011

10.10#(6)

AeroVironment, Inc. 2006 Equity Incentive Plan, as amended and restated effective September 30, 2016

10.11#(3)

Form of Stock Option Agreement pursuant to the AeroVironment, Inc. 2006 Equity Incentive Plan

10.12#(3)

Form of Performance Based Bonus Award pursuant to the AeroVironment, Inc. 2006 Equity Incentive Plan

10.13#(7)

Form of Long-Term Compensation Award Grant Notice and Long-Term Compensation Award Agreement pursuant to the AeroVironment, Inc. 2006 Equity Incentive Plan

10.14#(17)

Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement (Severance Plan Participants) pursuant to the AeroVironment, Inc. 2006 Equity Incentive Plan

10.15#(17)

Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement (Non-Severance Plan Participants) pursuant to the AeroVironment, Inc. 2006 Equity Incentive Plan

10.16#(17)

Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement (Non-Management Directors) pursuant to the AeroVironment, Inc. 2006 Equity Incentive Plan

10.17#(17)

Form of Performance Restricted Stock Unit Award Grant Notice and Performance Restricted Stock Unit Award Agreement pursuant to the AeroVironment, Inc. 2006 Equity Incentive Plan

10.18(8)

Standard Industrial/Commercial Single-Tenant Lease, dated February 12, 2007, between AeroVironment, Inc. and OMP Industrial Moreland, LLC, for the property located at 85 Moreland Road, Simi Valley, California, including the addendum thereto

10.19(6)

First Amendment to Lease Agreement dated October 10, 2011 and Second Amendment to Lease Agreement dated June 2, 2017 by and between AeroVironment, Inc. and Simi Valley-NCR, LLC for the property located at 85 Moreland Road, Simi Valley, California

10.20(9)

Standard Industrial/Commercial Single-Tenant Lease, dated March 3, 2008, between AeroVironment, Inc. and Hillside Associates III, LLC, for the property located at 900 Enchanted Way, Simi Valley, California, including the addendum thereto

10.21(9)

Standard Industrial/Commercial Single-Tenant Lease, dated April 21, 2008, between AeroVironment, Inc. and Hillside Associates II, LLC, for the property located at 994 Flower Glen Street, Simi Valley, California, including the addendum thereto

10.22(10)

First Amendment to Lease Agreement (900 Enchanted Way, Simi Valley, CA 93065) dated as of December 1, 2013, by and between the Company and Hillside III LLC, and related agreements

10.23(10)

First Amendment to Lease Agreement (994 Flower Glen Street, Simi Valley, CA 93065) dated as of December 1, 2013, by and between the Company and Hillside II LLC, and related agreements

10.24(10)

Lease Agreement (996 Flower Glen Street, Simi Valley, CA 93065) dated as of December 1, 2013, by and between the Company and Hillside II LLC, and related agreements

10.25(11)

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

10.26(21)

Lease dated March 28, 2018 between AeroVironment, Inc. and Princeton Avenue Holdings, LLC for property located at 14501 Princeton Avenue, Moorpark, California, including addendums thereto

10.27#(3)

Retiree Medical Plan

10.28†(12)

Award Contract, dated March 1, 2011, between AeroVironment, Inc. and United States Army Contracting Command

10.29†(13)

Contract modification P00015 dated September 5, 2013 under the base contract with the US Army Contracting Command—Redstone Arsenal (Missile) dated August 30, 2012

10.30†(14)

Contract modification P00074 dated September 27, 2016 under the base contract with the US Army Contracting Command — Redstone Arsenal (Missile) dated August 30, 2012

10.31(15)

Form of Director Letter Agreement by and between AeroVironment, Inc. and each non-employee director

10.32(4)

Consulting Agreement by and between AeroVironment, Inc. and Charles R. Holland executed as of March 7, 2016

10.33(4)

Task Order #FY16-001 to Consulting Agreement by and between AeroVironment, Inc. and Charles R. Holland executed as of March 7, 2016

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Exhibit
Number

    

Exhibit

10.34

Amendment No. 1 dated November 28, 2016, Amendment No. 2 dated June 7, 2017, Amendment No. 3 dated April 23, 2018, Amendment No. 4 dated April 30, 2019, Amendment No. 5 dated December 2, 2019, and Amendment No. 6 dated May 29, 2020 to Standard Consulting Agreement and corresponding Task Orders by and between AeroVironment, Inc. and Charles R. Holland

10.35†(16)

Joint Venture Agreement by and between AeroVironment, Inc. and SoftBank Corp. dated as of December 1, 2017

10.36†(16)

Design and Development Agreement by and between AeroVironment, Inc. and HAPSMobile, Inc. dated as of December 27, 2017

10.37†(16)

Intellectual Property License Agreement by and among AeroVironment, Inc., SoftBank Corp. and HAPSMobile, Inc. dated as of December 27, 2017

10.38ǂ(17)

Amendment No.1 to the Design and Development Agreement by and between AeroVironment, Inc. and HAPSMobile, Inc. dated as of March 30, 2018

10.39ǂ(17)

Amendment No.2 to the Design and Development Agreement by and between AeroVironment, Inc. and HAPSMobile, Inc. dated as of June 25, 2018

10.40ǂ(17)

Amendment No.3 to the Design and Development Agreement by and between AeroVironment, Inc. and HAPSMobile, Inc. dated as of August 28, 2018

10.41ǂ(17)

Amendment No.4 to the Design and Development Agreement by and between AeroVironment, Inc. and HAPSMobile, Inc. dated as of December 5, 2018

10.42ǂ(17)

Amendment No.5 to the Design and Development Agreement by and between AeroVironment, Inc. and HAPSMobile, Inc. dated as of March 19, 2019

10.43ǂ(17)

Amendment No.6 to the Design and Development Agreement by and between AeroVironment, Inc. and HAPSMobile, Inc. dated as of March 29, 2019

10.44ǂ(17)

Amendment No.7 to the Design and Development Agreement by and between AeroVironment, Inc. and HAPSMobile, Inc. dated as of April 24, 2019

10.45ǂ(18)

Amendment No. 8 to the Design and Development Agreement by and between AeroVironment, Inc. and HAPSMobile, Inc. dated as of June 20, 2019

10.46ǂ(19)

Amendment No. 9 to the Design and Development Agreement by and between AeroVironment, Inc. and HAPSMobile, Inc. dated as of December 2, 2019

10.47ǂ

Amendment No. 10 to the Design and Development Agreement by and between AeroVironment, Inc. and HAPSMobile, Inc. dated as of February 25, 2020

10.48ǂ

Amendment No. 11 to the Design and Development Agreement by and between AeroVironment, Inc. and HAPSMobile, Inc. dated as of April 30, 2020

10.49(17)

Amendment No. 1 to the Joint Venture Agreement by and between AeroVironment, Inc. and Softbank Corp. dated as of November 29, 2018

10.50(17)

Amendment No. 2 to the Joint Venture Agreement by and between AeroVironment, Inc. and Softbank Corp. dated as of February 8, 2019

10.51(20)

Asset Purchase Agreement by and between Webasto Charging Systems, Inc. and AeroVironment, Inc. dated as of June 1, 2018

10.52(21)

Side Letter Agreement by and between Webasto Charging Systems, Inc. and AeroVironment, Inc. dated as of June 29, 2018

10.53(22)

First Amendment to Lease dated October 26, 2018 between AeroVironment, Inc. and Princeton Avenue Holdings, LLC for property located at 14501 Princeton Avenue, Moorpark, California

10.54#(23)

AeroVironment, Inc. Executive Severance Plan and Summary Description, effective January 1, 2019

10.55#(24)

Special Consulting Agreement by and between AeroVironment, Inc. and Kirk Flittie dated as of July 13, 2019

10.56#(25)

Special Consulting Agreement by and between AeroVironment, Inc. and Teresa Covington dated as of October 18, 2019

10.57#(19)

Offer Letter to Kevin McDonnell executed January 13, 2020

10.58

Second Amendment to Lease Agreement dated as of May 13, 2020, by and between the Company and Hillside III LLC

21.1

Subsidiaries of AeroVironment, Inc.

23.1

Consent of Deloitte & Touche LLP, independent registered public accounting firm

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23.2

Consent of Ernst & Young LLP, independent registered public accounting firm

24.1

Power of Attorney (incorporated by reference to the signature page of this Annual Report)

31.1

Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934

31.2

Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934

32.1

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

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Label Linkbase Document

101.PRE

XBRL Taxonomy Presentation Linkbase Document

104

Cover Page Interactive Data File formatted as Inline XBRL and contained in Exhibit 101

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

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

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

(4)Incorporated by reference herein to the exhibits to the Company’s Annual Report on Form 10 K filed on June 29, 2016 (File No. 001 33261).
(5)Incorporated by reference to the exhibits to the Company’s Current Report on Form 8-K filed on October 5, 2011 (File No. 001-33261).
(6)Incorporated by reference herein to the exhibits to the Company’s Annual Report on Form 10-K filed June 28, 2017 (File No. 001-33261).

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

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

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

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

(11)Incorporated by reference herein to the exhibits to the Company's Quarterly Report on Form 10-Q filed December 9, 2015 (File No. 001-33261).

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

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

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(14)Incorporated by reference herein to the exhibits to the Company’s Quarterly Report on Form 10 Q filed December 7, 2016 (File No. 001 33261).

(15)Incorporated by reference herein to the exhibits to the Company’s Quarterly Report on Form 10-Q filed March 9, 2016 (File No. 001-33261).

(16)Incorporated by reference herein to the exhibits to the Company's Quarterly Report on Form 10-Q filed March 7, 2018 (File No. 001-33261).
(17)Incorporated by reference herein to the exhibits to the Company’s Annual Report on Form 10-K filed on June 26, 2019 (File No. 001-33261).

(18)Incorporated by reference herein to the exhibits to the Company's Quarterly Report on Form 10-Q filed September 5, 2019 (File No. 001-33261).
(19)Incorporated by reference herein to the exhibits to the Company's Quarterly Report on Form 10-Q filed March 4, 2020 (File No. 001-33261).

(20)Incorporated by reference herein to the exhibits to the Company's Quarterly Report on Form 10-Q filed September 6, 2018 (File No. 001-33261).

The representations and warranties contained in the Asset Purchase Agreement were made for the purposes of allocating contractual risk between the parties and not as a means of establishing facts and are qualified by information in disclosure schedules that the parties exchanged in connection with the signing of the Asset Purchase Agreement. Moreover, the representations and warranties were made only as of the date of execution of the Asset Purchase Agreement and information concerning the subject matter of the representations and warranties may change after the date of the Asset Purchase Agreement. Only parties to the Asset Purchase Agreement have a right to enforce the agreement. Accordingly, security holders should not rely on the representations and warranties in the Asset Purchase Agreement.

All schedules (or similar attachments) have been omitted from this filing pursuant to Item 601 of Regulation S-K. The Company will furnish copies of any schedules to the Securities and Exchange Commission upon request.

(21)Incorporated by reference herein to the exhibits to the Company's Quarterly Report on Form 10-Q filed September 6, 2018 (File No. 001-33261).

(22)Incorporated by reference herein to the exhibits to the Company’s Quarterly Report on Form 10-Q filed November 30, 2018 (File No. 001-33261).

(23)Incorporated by reference herein to the exhibits to the Company’s Quarterly Report on Form 10-Q filed March 7, 2018 (File No. 001-33261).
(24)Incorporated by reference herein to the exhibits to the Company’s Current Report on Form 8-K filed on July 27, 2019 (File No. 001-33261).

(25)Incorporated by reference herein to the exhibits to the Company’s Current Report on Form 8-K/A filed October 22, 2019 (File No. 001-33261).

Confidential treatment has been granted for portions of this exhibit.

114

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ǂ

Pursuant to Item 601(b)(2) of Regulation S-K, certain immaterial provisions of the agreement that would likely cause competitive harm to the Company if publicly disclosed have been redacted or omitted.

#

Indicates management contract or compensatory plan.

(c)

Not applicable.

115

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

AEROVIRONMENT, INC.

Date: June 23, 2020

/s/ Wahid Nawabi

By:

Wahid Nawabi

Its:

Chief Executive Officer and President

(Principal Executive Officer)

POWER OF ATTORNEY

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

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

Name

Title

Date

/s/ Wahid Nawabi

President, Chief

June 23, 2020

Wahid Nawabi

Executive Officer and Director

(Principal Executive Officer)

/s/ Kevin P. McDonnell

Senior Vice President and

June 23, 2020

Kevin P. McDonnell

Chief Financial Officer (Principal

Financial and Accounting Officer)

/s/ Timothy E. Conver

Chairman

June 23, 2020

Timothy E. Conver

/s/ Edward R. Muller

Director

June 23, 2020

Edward R. Muller

/s/ Arnold L. Fishman

Director

June 23, 2020

Arnold L. Fishman

/s/ Stephen F. Page

Director

June 23, 2020

Stephen F. Page

/s/ Charles R. Holland

Director

June 23, 2020

Charles R. Holland

/s/ Catharine Merigold

Director

June 23, 2020

Catharine Merigold

/s/ Charles Thomas Burbage

Director

June 23, 2020

Charles Thomas Burbage

116

Table of Contents

117

Exhibit 4.2

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

As of April 30, 2020, AeroVironment, Inc. (“we”, “our”, or the “Company”), has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock, $0.0001 par value per share (“Common Stock”).

Description of Common Stock

The following description of our Common Stock is a summary and does not purport to be complete. It is subject and qualified in its entirety by reference to our Amended and Restated Certificate of Incorporation, as amended (“Certificate of Incorporation”), our Third Amended and Restated Bylaws, as amended (“Bylaws”), which are filed as exhibits to this Annual Report on Form 10-K of which this Exhibit 4.1 is a part and incorporated herein by reference, and the applicable provisions of the Delaware Corporation Law (the “DGCL”). We encourage you to read the Certificate of Incorporation, the Bylaws, and the applicable provisions of the DGCL for additional information.

Authorized Shares

Under our Certificate of Incorporation, we are authorized to issue 100,000,000 shares of Common Stock and 10,000,000 shares of undesignated preferred stock, $0.0001 par value per share (“Preferred Stock”). The outstanding shares of our Common Stock are fully paid and nonassessable.

Voting Rights

Holders of our Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders, including the election of directors, and do not have cumulative voting rights.

Dividend Rights

Subject to preferences that may be applicable to any then-outstanding Preferred Stock, holders of Common Stock are entitled to receive ratably those dividends, if any, as may be declared by our board of directors out of legally available funds.

Liquidation Rights

Upon our liquidation, dissolution or winding up, the holders of Common Stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities of the Company, subject to the prior rights of any Preferred Stock then outstanding.

Other Rights and Preferences

Holders of Common Stock have no preemptive or conversion rights or other subscription rights and there are no redemption or sinking funds provisions applicable to the Common Stock.

Certain Anti-Takeover Provisions of Delaware Law, Our Certificate of Incorporation and Our Bylaws

Some provisions of the DGCL and our Certificate of Incorporation and Bylaws, contain provisions that could make certain transactions more difficult, including an acquisition of us by means of a tender offer, an acquisition of us by means of a proxy contest or otherwise, or the removal of any of our incumbent officers and directors.

These provisions, which are summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions also are designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the


disadvantages of discouraging these proposals because negotiation of these proposals could result in an improvement of their terms.

Undesignated Preferred Stock. Our board of directors, without further action by our stockholders, may issue up to 10,000,000 shares of undesignated Preferred Stock in one or more series, in each case, in such number and with such voting or other rights, preferences, or privileges as are established by our board of directors with respect thereto, including those superior to our Common Stock, that could impede the success of any attempt to change the control of the Company. These and other provisions may have the effect of deferring hostile takeovers or delaying changes in control or management of the Company.

Stockholder Meetings. Our Certificate of Incorporation and Bylaws provide that a special meeting of stockholders may be called only by our chairman of the board or president, or by the president or secretary at the request in writing by a majority of our board of directors.

Requirements for Advance Notification of Stockholder Nominations and Proposals. Our Bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of our board of directors or a committee of our board of directors.

Elimination of Stockholder Action by Written Consent. Our Certificate of Incorporation eliminates the right of stockholders to act by written consent without a meeting.

Election and Removal of Directors. Our board of directors is divided into three classes. The directors in each class serve for a three-year term, one class being elected each year by our stockholders. This system of electing and removing directors may tend to discourage a third party from making a tender offer or otherwise attempting to obtain control of us, because it generally makes it more difficult for stockholders to replace a majority of the directors. Additionally, no director (other than any directors to be elected by one or more series of Preferred Stock with respect to which our board of directors designates otherwise) may be removed from office by the stockholders except for cause and, in addition to any other vote required by law, upon the affirmative vote of not less than 66⅔% of the total voting power of all outstanding Company securities then entitled to vote generally in the election of directors, voting together as a single class.

Amendments to Certificate of Incorporation and Bylaws. The affirmative vote of holders of at least 66⅔% of the outstanding voting stock of the Company, voting together as a single class, is required to amend certain portions of the Certificate of Incorporation, including the portions regarding our classified board structure and the removal of directors for cause by our stockholders. Our board of directors may amend or repeal our Bylaws without any further action by our stockholders. Our stockholders may amend or repeal the Bylaws with, in addition to any other vote required by law, the affirmative vote of the holders of not less than 66⅔% of the total voting power of all outstanding Company securities then entitled to vote generally in the election of directors, voting together as a single class.

Delaware Anti-Takeover Statute. We are subject to the provisions of Section 203 of the DGCL. Subject to certain exceptions, Section 203 prohibits persons deemed “interested stockholders” from engaging, under certain circumstances, in a “business combination” with a publicly held Delaware corporation for three years following the date these persons become interested stockholders, unless:

prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, calculated in accordance with the provisions of Section 203 of the DGCL; or

on or subsequent to the date of the transaction, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66⅔% of the outstanding voting stock which is not owned by the interested stockholder.


Generally, an “interested stockholder” is a person who, together with affiliates and associates, owns, or within three years prior to the determination of interested stockholder status did own, 15% or more of a corporation’s voting stock. Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. The existence of this provision may have an anti-takeover effect with respect to transactions not approved in advance by our board of directors. We also anticipate that Section 203 of the DGCL may also discourage attempts that might result in a premium over the market price for the shares of capital stock held by stockholders.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, located at 6201 15th Avenue, New York, NY 11219.

Exchange Listing

Our Common Stock is traded on The Nasdaq Global Select Market under the trading symbol “AVAV.”


Exhibit 10.34

AMENDMENT NO. 01 TO

STANDARD CONSULTING AGREEMENT

AeroVironment, Inc., (“AV” or “Party”) and General Charles R. Holland, USAF, Retired (“Consultant" or "Party"), collectively referred to as the “Parties,” previously entered into a Standard Consulting Agreement with an Effective Date of January 01, 2016 ("Agreement"), which provides for the Consultant to render certain specified Services to AV during the Term of the Agreement. The Parties have agreed to amend the Agreement as follows:

1.    First paragraph of the Agreement is modified to update AV's corporate address and also update Consultant's address. The amended first paragraph reads as follows: “THIS AGREEMENT is executed and made effective as of January 01, 2016 (the “Effective Date”) between AeroVironment, Inc., a Delaware corporation, and its subsidiaries, with offices at 800 Royal Oaks Drive, Suite 210, Monrovia, CA 91016-6347 (hereinafter referred to as "AV" or Party) and General Charles R. Holland, USAF, Retired, with offices at            , Phone:         , E-mail:                                 mailto:                  (hereinafter referred to as “consultant" or “Party").  AV and the Consultant will be collectively referred to as “the Parties.”

2.    Section 2, “Term,” of the Agreement is modified to extend the Term of the Agreement to June 30, 2017. The amended Section 2 reads as follows: "Services will be performed between the Effective Date and June 30, 2017 ("Expiration Date''). This Agreement may be extended for additional periods by mutual written agreement between the Parties prior to the Expiration Date of the initial term or any extension thereof. If the Parties do not execute such a written agreement, this Agreement will expire and automatically terminate as of the Expiration Date.”

3.    Section 19, "Notice,'' of the Agreement is modified to update AV’s corporate address and also update Consultant’s address. The amended Section 19 reads as follows:  “Any notice between the parties hereto required or permitted to be given under this Agreement shall be sufficient if in writing and sent by registered or certified mail, postage prepaid, or other express delivery service, to the respective addresses set forth below or at such other address as either of the parties may from time to time designate in accordance with the provisions of this Section 19.

AeroVironment:

John Burkholder

Senior Counsel

800 Royal Oaks Drive, Suite 210

Monrovia, CA 91016-6347

Telephone: +626-357-9983 ext 4588

Facsimile: +626-359-1894

E-Mail: burkholder@avinc.com

Consultant:

General Charles R. Holland, USAF Retired

AEROVIRONMENT PROPRIETARY INFORMATION

Page 1


All other terms of the Agreement and any other terms of previous Amendments to the Agreement remain in full force and effect. If there is a conflict between the terms of this Amendment and those of the Agreement or any previous Amendment, the terms of this current Amendment shall control.

IN WITNESS WHEREOF, the Parties have executed this Amendment effective as of January 01, 2017

AEROVIRONMENT, INC.

Signature: /s/ Wahid Nawabi

Printed Name: Wahid Nawabi

Title: President and CEO

Date: 11/23/2016

CONSULTANT:

General Charles R. Holland, USAF, Retired

Signature: /s/ Charles R. Holland

Printed Name: Charles R. Holland

Title: Consultant

Date: 11/24/16

AEROVIRONMENT PROPRIETARY INFORMATION

Page 2


STANDARD CONSULTING AGREEMENT

Effective Date: January 1, 2016

Consultant: General Charles R. Holland, USAF, Retired

TASK ORDER # FY17-001

Project No. 9000.6435.0100.000

A.   Effort and/or Services to be provided by Consultant:

Consultant will provide marketing support for unmanned air vehicle systems. This includes:

1.   Scheduling meetings with key executives from the U.S. Department of Defense.

2.   On-going consulting services on AV capture activities.

3.   Facilitate and provide assistance scheduling meetings with key participants at various industry conferences.

4.   Provide industry advice on ad-hoc basis as requested by the AV Task Manager.

In performance of the work under this Task Order and Consultant Agreement, the Consultant is not permitted to disclose any export-controlled data or furnish any defense services to non-US persons, unless authorized in advance by the US Department of State or Department of Commerce. The Consultant is not permitted to access any US or other government classified information in the course of performance of work under this Task Order and Consulting Agreement, unless the following actions have occurred: (1) AV Security Officer has approved such access in advance; (2) the Parties have executed the “Consultant Certificate Regarding Access to and Handling of Classified Information” (Attachment E to the Consulting Agreement); and (3) and the Consultant has completed all necessary training.

B.   Unless otherwise designated in writing by AV with notice to Consultant, the AV Task Manager is: Wahid Nawabi

C.   Target Performance Period: January 1, 2017 through June 30, 2017

D.   Rates:

Authorized Days: As required and authorized by AV Task Manager

Rate: $4,000.00 per day

Monthly Retainer: $4,000.00

Total Not To Exceed Cost: $24,000.00 (excluding expenses)

E.   Expenses:

Maximum authorized expenses: AV will reimburse Consultant for any AV related business travel expenses (transportation, lodging, meals, etc.) during “Target Performance Period” defined under Section C above, provided all travel expenses are pre-approved in writing by the AV Task Manager.

Travel and/or miscellaneous expenses shall be reimbursed in accordance with current AV standard travel procedures; receipts shall accompany invoices of $25 or more. No labor or expense costs above those amounts shown here are to be incurred without the prior written approval of the AV Task Manager.

AEROVIRONMENT PROPRIETARY INFORMATION

Page 1


F.   SUBMITTING INVOICES: This practice will support efficient processing and payment.

1.   INVOICES: Reference shall be made to the correct Task Order No. and Project No. and/or Charge No. and include the name of the AV Task Manager on all invoices.

2.   PROGRESS STATEMENT: To stay in compliance with the Federal Acquisition Regulation (FAR), Part 31, each invoice should also be accompanied by a progress statement.

3.   INVOICES SHALL BE SENT TO: Accounts Payable Group, AeroVironment, Inc., via e-mail to acp@avinc.com, and also reference the correct Task Order Number and your organization’s name in the subject line of the email, with courtesy copy to AV Task Manager, or by mail to P.O. Box 5031, Monrovia, CA 91107.

AeroVironment, Inc.

General Charles R. Holland, USAF, Retired

/s/ Wahid Nawabi

/s/ Charles R. Holland

Signature

Signature

Wahid Nawabi

Charles R. Holland

Name (Print)

Name (Print)

President and CEO

Consultant

Title

Title

11/23/2016

11/24/16

Date

Date

AEROVIRONMENT PROPRIETARY INFORMATION

Page 2


AMENDMENT NO. 02 TO

STANDARD CONSULTING AGREEMENT

AeroVironment, Inc. (“AV or Party”) and General Charles R. Holland, USAF, Retired (“Consultant or Party”), collectively the “Parties,” previously entered into a Standard Consulting Agreement with an Effective Date of January 1, 2016 (“Agreement”), which provides for the Consultant to render certain specified services to AV during the Term of the Agreement. The Parties have agreed to amend the Agreement as follows:

1.   Section 2, “Term,” of the Agreement is modified to extend the Term of the Agreement to April 30, 2018. The amended Section 2 reads as follows: “Services will be performed between the Effective Date and April 30, 2018 (“Expiration Date”). This Agreement may be extended for additional periods by mutual written agreement between the Parties prior to the Expiration Date of the initial term or any extension thereof. If the Parties do not execute such a written agreement, this Agreement will expire and automatically terminate as of the Expiration Date.”

All other terms of the Agreement and any other terms of previous Amendments to the Agreement remain in full force and effect. If there is a conflict between the terms of this Amendment and those of the Agreement or any previous Amendment, the terms of this current Amendment shall control.

IN WITNESS WHEREOF, the Parties have executed this Amendment effective as of July 1, 2017

AEROVIRONMENT, INC.

Signature: /s/ Wahid Nawabi

Printed Name: Wahid Nawabi

Title: President and CEO

Date: 6/7/2017

CONSULTANT:

General Charles R. Holland, USAF, Retired

Signature: /s/ Charles R. Holland

Printed Name: Charles R. Holland

Title: Consultant

Date: 6/7/17

AEROVIRONMENT PROPRIETARY INFORMATION

Page 1


STANDARD CONSULTING AGREEMENT

Effective Date: January 1, 2016

Consultant: General Charles R. Holland, USAF, Retired

TASK ORDER # FY18-001

Project No. 0100.COR

A.   Effort and/or Services to be provided by Consultant:

Consultant will provide marketing support for unmanned air vehicle systems. This includes:

1.   Scheduling meetings with key executives from the U.S. Department of Defense.

2.   On-going consulting services on AV capture activities.

3.   Facilitate and provide assistance scheduling meetings with key participants at various industry conferences.

4.   Provide industry advice on ad-hoc basis as requested by the AV Task Manager.

In performance of the work under this Task Order and Consultant Agreement, the Consultant is not permitted to disclose any export-controlled data or furnish any defense services to non-US persons, unless authorized in advance by the US Department of State or Department of Commerce. The Consultant is not permitted to access any US or other government classified information in the course of performance of work under this Task Order and Consulting Agreement, unless the following actions have occurred: (1) AV Security Officer has approved such access in advance; (2) the Parties have executed the “Consultant Certificate Regarding Access to and Handling of Classified Information” (Attachment E to the Consulting Agreement); and (3) and the Consultant has completed all necessary training.

B.   Unless otherwise designated in writing by AV with notice to Consultant, the AV Task Manager is: Wahid Nawabi

C.   Target Performance Period: July 1, 2017 through April 30, 2018

D.   Rates:

Authorized Days: As required and authorized by AV Task Manager

Rate: $4,000.00 per day

Monthly Retainer: $4,000.00

Total Not To Exceed Cost: $24,000.00 (excluding expenses)

E.   Expenses:

Maximum authorized expenses: AV will reimburse Consultant for any AV related business travel expenses (transportation, lodging, meals, etc.) during “Target Performance Period” defined under Section C above, provided all travel expenses are pre-approved in writing by the AV Task Manager.

Travel and/or miscellaneous expenses shall be reimbursed in accordance with current AV standard travel procedures; receipts shall accompany invoices of $25 or more. No labor or expense costs above those amounts shown here are to be incurred without the prior written approval of the AV Task Manager.

AEROVIRONMENT PROPRIETARY INFORMATION

Page 1


F.   SUBMITTING INVOICES: This practice will support efficient processing and payment.

1.   INVOICES: Reference shall be made to the correct Task Order No. and Project No. and/or Charge No. and include the name of the AV Task Manager on all invoices.

2.   PROGRESS STATEMENT: To stay in compliance with the Federal Acquisition Regulation (FAR), Part 31, each invoice should also be accompanied by a progress statement.

3.   INVOICES SHALL BE SENT TO: Accounts Payable Group, AeroVironment, Inc., via e-mail to acp@avinc.com, and also reference the correct Task Order Number and your organization’s name in the subject line of the email, with courtesy copy to AV Task Manager, or by mail to P.O. Box 5031, Monrovia, CA 91107.

AeroVironment, Inc.

General Charles R. Holland, USAF, Retired

/s/ Wahid Nawabi

/s/ Charles R. Holland

Signature

Signature

President and CEO

Title

6/6/2017

6/5/17

Date

Date

AEROVIRONMENT PROPRIETARY INFORMATION

Page 2


AMENDMENT NO. 03 TO

STANDARD CONSULTING AGREEMENT

Aerovironment, Inc. (“AV or Party”) and General Charles R. Holland, USAF, Retired (“Consultant or Party”), collectively the “Parties,” previously entered into a Standard Consulting Agreement with an Effective Date of January 1, 2016 (“Agreement”), which provides for the Consultant to render certain specified services to AV during the Term of the Agreement.  The Parties have agreed to amend the Agreement as follows:

1.    Section 2, “Term,” of the Agreement is modified to extend the Term of the Agreement to April 30, 2019.  The amended Section 2 reads as follows: “Services will be performed between the Effective Date and April 30, 2019 (“Expiration Date”). This Agreement may be extended for additional periods by mutual written agreement between the Parties prior to the Expiration Date of the initial term or any extension thereof.  If the Parties do not execute such a written agreement, this Agreement will expire and automatically terminate as of the Expiration Date.”

All other terms of the Agreement and any other terms of previous Amendments to the Agreement remain in full force and effect. If there is a conflict between the terms of this Amendment and those of the Agreement or any previous Amendment, the terms of this current Amendment shall control.

IN WITNESS WHEREOF, the Parties have executed this Amendment effective as of May 1, 2018.

AEROVIRONMENT, INC.

Signature:

/s/ Wahid Nawabi

Printed Name:

Wahid Nawabi

Title:

President and CEO

Date:

4/23/2018

CONSULTANT:

General Charles R. Holland, USAF, Retired

Signature:

/s/ Charles R. Holland

Printed Name:

Charles R. Holland

Date:

4/23/2018

AEROVIRONMENT PROPRIETARY INFORMATION

Page 1


STANDARD CONSULTING AGREEMENT

Effective Date: January 1, 2016

Consultant: General Charles R. Holland

TASK ORDER # FY19-001

Project No.0100 COR

A.   Effort and/or Services to be provided by Consultant:

Consultant will assist with the following services:

Consultant will provide marketing support for unmanned air vehicle systems.  This includes:

1.   Scheduling meetings with key executives from the U.S. Department of Defense.

2.   On-going consulting services on AV capture activities.

3.   Facilitate and provide assistance scheduling meetings with key participants at various industry conferences.

4.   Provide industry advice on ad-hoc basis as requested by the AV Task Manager.

In performance of the work under this Task Order and Consultant Agreement, the Consultant is not permitted to disclose any export-controlled data or furnish any defense services to non-US persons, unless authorized in advance by the US Department of State or Department of Commerce.  The Consultant is not permitted to access any US or other government classified information in the course of performance of work under this Task Order and Consulting Agreement, unless the following actions have occurred: (1) AV Security Officer has approved such access in advance; (2) the Parties have executed the “Consultant Certificate Regarding Access to and Handling of Classified Information” (Attachment E to the Consulting Agreement); and (3) and the Consultant has completed all necessary training.

B.   Unless otherwise designated in writing by AV with notice to Consultant, the AV Task Manager is: Wahid Nawabi

C.   Target Performance Period: May 1, 2018 through April 30, 2019

AEROVIRONMENT PROPRIETARY INFORMATION

Page 1


F.   Rates:

Authorized Days: As required and authorized by AV Task Manager

Monthly Retainer: $4,000.00

Total Not To Exceed Cost: $48,000.00 (plus any expenses incurred as approved by Task Manager)

E.   Expenses:

Maximum authorized expenses: None

AV will reimburse Consultant for any AV related business travel expenses (transportation, lodging, meals, etc.) during “Target Performance Period” defined under Section C above, provided all travel expenses are pre-approved in writing by the AV Task Manager.

Travel and/or miscellaneous expenses shall be reimbursed in accordance with current AV standard travel procedures; receipts shall accompany invoices of $25 or more.

No labor or expense costs above those amounts shown here are to be incurred without the prior written approval of the AV Task Manager.

F.   SUBMITTING INVOICES: This practice will support efficient processing and payment.

1.   INVOICES: Reference shall be made to the correct Task Order No. and Project No. and/or Charge No. and include the name of the AV Task Manager on all invoices.

2.   PROGRESS STATEMENT: To stay in compliance with the Federal Acquisition Regulation (FAR), Part 31, each invoice should also be accompanied by a progress statement.

3.   INVOICES SHALL BE SENT TO: Accounts Payable Group, AeroVironment, Inc., via e-mail to acp@avinc.com, and also reference the correct Task Order Number and your organization’s name in the subject line of the email, with courtesy copy to AV Task Manager, or by mail to P.O. Box 5031, Monrovia, CA  91107.

AEROVIRONMENT, INC.

    

Charles R. Holland, USAF Retired

/s/ Wahid Nawabi

/s/ Charles R. Holland

Signature

Signature

Wahid Nawabi

Charles R. Holland

Name (Print)

Name (Print)

President and CEO

Title

4/23/2018

4/23/2018

Date

Date

AEROVIRONMENT PROPRIETARY INFORMATION

Page 2


AMENDMENT NO. 04 TO

STANDARD CONSULTING AGREEMENT

Aerovironment, Inc. (“AV or Party”) and General Charles R. Holland, USAF, Retired (“Consultant or Party”), collectively the “Parties,” previously entered into a Standard Consulting Agreement with an Effective Date of January 1, 2016 (“Agreement”), which provides for the Consultant to render certain specified services to AV during the Term of the Agreement. The Parties have agreed to amend the Agreement as follows:

1. Section 2, “Term,” of the Agreement is modified to extend the Term of the Agreement to April 30, 2020. The amended Section 2 reads as follows: “Services will be performed between the Effective Date and April 30, 2020 (“Expiration Date”). This Agreement may be extended for additional periods by mutual written agreement between the Parties prior to the Expiration Date of the initial term or any extension thereof. If the Parties do not execute such a written agreement, this Agreement will expire and automatically terminate as of the Expiration Date.”

All other terms of the Agreement and any other terms of previous Amendments to the Agreement remain in full force and effect. If there is a conflict between the terms of this Amendment and those of the Agreement or any previous Amendment, the terms of this current Amendment shall control.

IN WITNESS WHEREOF, the Parties have executed this Amendment effective as of May 1, 2019.

AEROVIRONMENT, INC.

Signature:

/s/ Wahid Nawabi

Printed Name:

Wahid Nawabi

Title:

President and CEO

Date:

4/30/2019

CONSULTANT:

GENERAL CHARLES R. HOLLAND, USAF, RETIRED

Signature:

/s/ Charles R. Holland

Printed Name:

Charles R. Holland

Date:

4/30/2019

AEROVIRONMENT PROPRIETARY INFORMATION

Page 1


STANDARD CONSULTING AGREEMENT

Effective Date: January 1, 2016

Consultant: Charles R. Holland

TASK ORDER # FY20-001

Project and/or Charge No.0100 COR

D.   Effort and/or Services to be provided by Consultant:

Consultant will assist with the following services:

Consultant will provide marketing support for unmanned air vehicle systems. This includes:

1.   Scheduling meetings with key executives from the U.S. Department of Defense.

2.   On-going consulting services on AV capture activities.

3.   Facilitate and provide assistance scheduling meetings with key participants at various industry conferences.

4.   Provide industry advice on ad-hoc basis as requested by the AV Task Manager.

In performance of the work under this Task Order and Consultant Agreement, the Consultant is not permitted to disclose any export-controlled data or furnish any defense services to non-US persons, unless authorized in advance by the US Department of State or Department of Commerce. The Consultant is not permitted to access any US or other government classified information in the course of performance of work under this Task Order and Consulting Agreement, unless the following actions have occurred: (1) AV Security Officer has approved such access in advance; (2) the Parties have executed the “Consultant Certificate Regarding Access to and Handling of Classified Information” (Attachment E to the Consulting Agreement); and (3) and the Consultant has completed all necessary training.

E.   Unless otherwise designated in writing by AV with notice to Consultant, the AV Task Manager is: Wahid Nawabi

F.   Target Performance Period:   May 1, 2019 through December 1, 2019

AEROVIRONMENT PROPRIETARY INFORMATION

Page 1


G.   Rates:

Authorized Days: As required and authorized by AV Task Manager

Monthly Retainer: $4,000.00

Total Not To Exceed Cost: $48,000.00 (plus any expenses incurred as approved by Task Manager)

H.   Expenses:

Maximum authorized expenses: None

AV will reimburse Consultant for any AV related business travel expenses (transportation, lodging, meals, etc.) during “Target Performance Period” defined under Section C above, provided all travel expenses are pre-approved in writing by the AV Task Manager.

Travel and/or miscellaneous expenses shall be reimbursed in accordance with current AV standard travel procedures; receipts shall accompany invoices of $25 or more.

No labor or expense costs above those amounts shown here are to be incurred without the prior written approval of the AV Task Manager.

I.    SUBMITTING INVOICES: This practice will support efficient processing and payment.

1.   INVOICES: Reference shall be made to the correct Task Order No. and Project No. and/or Charge No. and include the name of the AV Task Manager on all invoices.

2.   PROGRESS STATEMENT: To stay in compliance with the Federal Acquisition Regulation (FAR), Part 31, each invoice should also be accompanied by a progress statement.

3.   INVOICES SHALL BE SENT TO: Accounts Payable Group, AeroVironment, Inc., via e-mail to acp@avinc.com, and also reference the correct Task Order Number and your organization’s name in the subject line of the email, with courtesy copy to AV Task Manager, or by mail to P.O. Box 5031, Monrovia, CA 91107.

AeroVironment, Inc.

    

Charles R. Holland, USAF Retired

/s/ Wahid Nawabi

/s/ Charles R. Holland

Signature

Signature

Wahid Nawabi

Charles R. Holland

Name (Print)

Name (Print)

President and CEO

Title

4/30/2019

4/30/2019

Date

Date

AEROVIRONMENT PROPRIETARY INFORMATION

Page 2


AMENDMENT NO. 05 TO

STANDARD CONSULTING AGREEMENT

Aerovironment, Inc. (“AV or Party”) and General Charles R. Holland, USAF, Retired (“Consultant or Party”), collectively the “Parties,” previously entered into a Standard Consulting Agreement with an Effective Date of January 1, 2016 (“Agreement”), which provides for the Consultant to render certain specified services to AV during the Term of the Agreement.  The Parties have agreed to amend the Agreement as follows:

1. Section 2, “Term,” of the Agreement is modified to extend the Term of the Agreement to June 1, 2020.  The amended Section 2 reads as follows: “Services will be performed between the Effective Date and June 1, 2020 (“Expiration Date”). This Agreement may be extended for additional periods by mutual written agreement between the Parties prior to the Expiration Date of the initial term or any extension thereof.  If the Parties do not execute such a written agreement, this Agreement will expire and automatically terminate as of the Expiration Date.”

All other terms of the Agreement and any other terms of previous Amendments to the Agreement remain in full force and effect. If there is a conflict between the terms of this Amendment and those of the Agreement or any previous Amendment, the terms of this current Amendment shall control.

IN WITNESS WHEREOF, the Parties have executed this Amendment effective as of December 1, 2019.

AEROVIRONMENT, INC.

Signature:

/s/ Wahid Nawabi

Printed Name:

Wahid Nawabi

Title:

President and CEO

Date:

12/2/2019

CONSULTANT:

GENERAL CHARLES R. HOLLAND, USAF, RETIRED

Signature:

/s/ Charles R. Holland

Printed Name:

Charles R. Holland

Date:

12/2/2019

AEROVIRONMENT PROPRIETARY INFORMATION

Page 3


STANDARD CONSULTING AGREEMENT

Effective Date: January 1, 2016

Consultant: Charles R. Holland

TASK ORDER # FY20-001

Project and/or Charge No.0100 COR

Revision #01

Changes from previous version of Task Order FY20-001 are noted with additions in underlined text and deletions with strike-out text and reflect the following:

Extend Period of Performance to June 1, 2020

A.   Effort and/or Services to be provided by Consultant:

Consultant will assist with the following services:

Consultant will provide marketing support for unmanned air vehicle systems. This includes:

1.   Scheduling meetings with key executives from the U.S. Department of Defense.

2.   On-going consulting services on AV capture activities.

3.   Facilitate and provide assistance scheduling meetings with key participants at various industry conferences.

4.   Provide industry advice on ad-hoc basis as requested by the AV Task Manager.

In performance of the work under this Task Order and Consultant Agreement, the Consultant is not permitted to disclose any export-controlled data or furnish any defense services to non-US persons, unless authorized in advance by the US Department of State or Department of Commerce.  The Consultant is not permitted to access any US or other government classified information in the course of performance of work under this Task Order and Consulting Agreement, unless the following actions have occurred: (1) AV Security Officer has approved such access in advance; (2) the Parties have executed the “Consultant Certificate Regarding Access to and Handling of Classified Information” (Attachment E to the Consulting Agreement); and (3) and the Consultant has completed all necessary training.

B.   Unless otherwise designated in writing by AV with notice to Consultant, the AV Task Manager is: Wahid Nawabi

C.   Target Performance Period:   May 1, 2019 through December 1, 2019 June 1, 2020

AEROVIRONMENT PROPRIETARY INFORMATION

Page 1


D.   Rates:

Authorized Days: As required and authorized by AV Task Manager

Monthly Retainer: $4,000.00

Total Not To Exceed Cost: $48,000.00 (plus any expenses incurred as approved by Task Manager)

E.   Expenses:

Maximum authorized expenses: None

AV will reimburse Consultant for any AV related business travel expenses (transportation, lodging, meals, etc.) during “Target Performance Period” defined under Section C above, provided all travel expenses are pre-approved in writing by the AV Task Manager.

Travel and/or miscellaneous expenses shall be reimbursed in accordance with current AV standard travel procedures; receipts shall accompany invoices of $25 or more.

No labor or expense costs above those amounts shown here are to be incurred without the prior written approval of the AV Task Manager.

F.    SUBMITTING INVOICES: This practice will support efficient processing and payment.

1.   INVOICES: Reference shall be made to the correct Task Order No. and Project No. and/or Charge No. and include the name of the AV Task Manager on all invoices.

2.   PROGRESS STATEMENT: To stay in compliance with the Federal Acquisition Regulation (FAR), Part 31, each invoice should also be accompanied by a progress statement.

3.   INVOICES SHALL BE SENT TO: Accounts Payable Group, AeroVironment, Inc., via e-mail to acp@avinc.com, and also reference the correct Task Order Number and your organization’s name in the subject line of the email, with courtesy copy to AV Task Manager, or by mail to P.O. Box 5031, Monrovia, CA  91107.

AeroVironment, Inc.

    

Charles R. Holland, USAF Retired

/s/ Wahid Nawabi

/s/ Charles R. Holland

Signature

Signature

Wahid Nawabi

Charles R. Holland

Name (Print)

Name (Print)

President and CEO

Title

12/2/2019

12/2/2019

Date

Date

AEROVIRONMENT PROPRIETARY INFORMATION

Page 2


AMENDMENT NO. 06 TO

STANDARD CONSULTING AGREEMENT

Aerovironment, Inc. (“AV or Party”) and General Charles R. Holland, USAF, Retired (“Consultant or Party”), collectively the “Parties,” previously entered into a Standard Consulting Agreement with an Effective Date of January 1, 2016 (“Agreement”), which provides for the Consultant to render certain specified services to AV during the Term of the Agreement.  The Parties have agreed to amend the Agreement as follows:

1. Section 2, “Term,” of the Agreement is modified to extend the Term of the Agreement to May 31, 2021.  The amended Section 2 reads as follows: “Services will be performed between the Effective Date and May 31, 2021 (“Expiration Date”). This Agreement may be extended for additional periods by mutual written agreement between the Parties prior to the Expiration Date of the initial term or any extension thereof.  If the Parties do not execute such a written agreement, this Agreement will expire and automatically terminate as of the Expiration Date.”

All other terms of the Agreement and any other terms of previous Amendments to the Agreement remain in full force and effect. If there is a conflict between the terms of this Amendment and those of the Agreement or any previous Amendment, the terms of this current Amendment shall control.

IN WITNESS WHEREOF, the Parties have executed this Amendment effective as of June 1, 2020.

AEROVIRONMENT, INC.

Signature:

/s/ Wahid Nawabi

Printed Name:

Wahid Nawabi

Title:

President and CEO

Date:

5/28/2020

CONSULTANT:

GENERAL CHARLES R. HOLLAND, USAF, RETIRED

Signature:

/s/ Charles R. Holland

Printed Name:

Charles R. Holland

Date:

5/29/2020

AEROVIRONMENT PROPRIETARY INFORMATION

Page 3


STANDARD CONSULTING AGREEMENT

Effective Date: January 1, 2016

Consultant: Charles R. Holland

TASK ORDER # FY20-001

Project and/or Charge No.0100 COR

A.   Effort and/or Services to be provided by Consultant:

Consultant will assist with the following services:

1.

General Holland will be attending 3 key events for us this year for specific objectives related to HAPS and SB600.  Those events are POST (Pacific Operations Sciences & Technology) Conference, which usually happens in Feb/March; Space Symposium, which also is around Feb/March; and SOFIC, which just happened virtually and it is usually in May.

2.

SAG meetings also to 2 times a year (instead of 4/year) and Gen. Holland is not required to attend those only optional.

In performance of the work under this Task Order and Consultant Agreement, the Consultant is not permitted to disclose any export-controlled data or furnish any defense services to non-US persons, unless authorized in advance by the US Department of State or Department of Commerce.  The Consultant is not permitted to access any US or other government classified information in the course of performance of work under this Task Order and Consulting Agreement, unless the following actions have occurred: (1) AV Security Officer has approved such access in advance; (2) the Parties have executed the “Consultant Certificate Regarding Access to and Handling of Classified Information” (Attachment E to the Consulting Agreement); and (3) and the Consultant has completed all necessary training.

B.   Unless otherwise designated in writing by AV with notice to Consultant, the AV Task Manager is: Wahid Nawabi

C.   Target Performance Period:   June 1, 2020 through May 31, 2021

AEROVIRONMENT PROPRIETARY INFORMATION

Page 1


D.   Rates:

Authorized Days: As required and authorized by AV Task Manager

Monthly Retainer: $2,500.00

Total Not To Exceed Cost: $30,000.00 (plus any expenses incurred as approved by Task Manager)

E.   Expenses:

Maximum authorized expenses: None

AV will reimburse Consultant for any AV related business travel expenses (transportation, lodging, meals, etc.) during “Target Performance Period” defined under Section C above, provided all travel expenses are pre-approved in writing by the AV Task Manager.

Travel and/or miscellaneous expenses shall be reimbursed in accordance with current AV standard travel procedures; receipts shall accompany invoices of $25 or more.

No labor or expense costs above those amounts shown here are to be incurred without the prior written approval of the AV Task Manager.

F.    SUBMITTING INVOICES: This practice will support efficient processing and payment.

1.   INVOICES: Reference shall be made to the correct Task Order No. and Project No. and/or Charge No. and include the name of the AV Task Manager on all invoices.

2.   PROGRESS STATEMENT: To stay in compliance with the Federal Acquisition Regulation (FAR), Part 31, each invoice should also be accompanied by a progress statement.

3.   INVOICES SHALL BE SENT TO: Accounts Payable Group, AeroVironment, Inc., via e-mail to ACPinvoices@avinc.com, and also reference the correct Task Order Number and your organization’s name in the subject line of the email, with courtesy copy to AV Task Manager, or by mail to P.O. Box 5130, Simi Valley, CA  93065.

AeroVironment, Inc.

    

Charles R. Holland, USAF Retired

/s/ Wahid Nawabi

/s/ Charles R. Holland

Signature

Signature

Wahid Nawabi

Charles R. Holland

Name (Print)

Name (Print)

President and CEO

Title

5/28/2020

5/29/2020

Date

Date

AEROVIRONMENT PROPRIETARY INFORMATION

Page 2


Exhibit 10.47

CERTAIN IMMATERIAL PROVISIONS OF THIS DOCUMENT THAT WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED (INDICATED BY AN ASTERISK [***]) HAVE BEEN OMITTED PURSUANT TO ITEM 601(b)(2) OF REGULATION S-K. A COPY OF THE UNREDACTED DOCUMENT WILL BE FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION UPON REQUEST.

AMENDMENT NO. 10 TO

THE DESIGN AND DEVELOPMENT AGREEMENT (Step 2)

This Amendment No. 10 to the Design and Development Agreement (Step2) (“Amendment”) is entered into as of the date of last signature below by and between HAPSMobile Inc. and AeroVironment, Inc. to amend the Design and Development Agreement (Step2) made as of December 27, 2017 (as amended by Amendment No.1 as of March 30, 2018, Amendment No.2 as of June 25, 2018, Amendment No.3 as of August 28, 2018, Amendment No.4 as of December 5, 2018, Amendment No.5 as of March 19, 2019, Amendment No.6 as of March 29, 2019, Amendment No.7 as of April 24, 2019, Amendment No.8 as of June 20, 2019 and Amendment No.9 as of December 2, 2019 between HAPSMobile and AV) (collectively, the “DDA”).

Background

The Parties hereby agree to amend the total fees of Design and Development for Step 2 due to the changes of the project schedule and the Statement of Work as set forth herein (the “Change”).

Therefore, to formalize and reflect both the Changes, the Parties hereby agree with the amendments to the DDA as follows:

Amendments

1. Section 4 “Fifth Work Order and Optional Order” of Attachment F (INVOICE AND INCURRED COSTS DOCUMENTATION) to the DDA (as amended by the Amendments No.9) is hereby deleted in its entirety and replaced with the following clauses:

4. Fifth Work Order and Optional Orders

4.1 Order Schedule

The Fifth Work Order and the following Optional Orders will be organized as follows;

Name

Covered SoW

Covered Milestone

WO value

(USD)

WO due date

The fifth Work Order

[***]

[***]

[***]

[***]

The sixth Work Order

[***]

[***]

[***]

[***]

Optional Order #1

[***]

[***]

[***]

[***]

*remark

Definition

Meaning

Decision Due Date

[***]

[***]

[***]

Flight Location Change

Additional tasks associated with;

a)
a change from the original flight location, Lanai, to an alternate site

[***]

[***] Information has been omitted pursuant to Item 601(b)(2) of Regulation S-K


b)
detailed flight test planning of [***] to be tested and related planning optimization of other flight test campaign.

In case either Party may request changes to the conditions defined in Attachments A, C, D, E, F or H relating the task herein defined, then follows the procedures defined in Clause 2.4 in DDA or Attachment G ("Change Control").

HM shall issue the fifth Work Order as defined above, and HM may issue the Optional Order by fully HM’s option considering [***] but until WO due date defined as the above.

2. All other terms and conditions not specifically modified or amended herein remain in full force and effect as provided for in the DDA and its Attachments, including Amendments 1 through 9. Capitalized terms, unless otherwise defined herein, shall have the meaning set forth in the DDA. This Amendment may only be modified or amended by a written document executed by the parties hereto.

IN WITNESS WHEREOF the Parties hereto have signed and executed this Amendment on the date(s) below.

2

[***] Information has been omitted pursuant to Item 601(b)(2) of Regulation S-K


IN WITNESS WHEREOF the Parties hereto have signed and executed this Amendment on the date(s) below.

SIGNED for and on behalf of

HAPSMobile Inc.

By: ../s/ Yoshihito Shimazaki.........…………..

Name: Yoshihito Shimazaki

Title: Board of Director, Senior Vice President

Date: 01/24/2020

SIGNED for and on behalf of

AeroVironment, Inc.

By: ..../s/ Mike Cross.................…………..

Name: Mike Cross

Title: VP of HAPS

Date: 2/25/20

3

[***] Information has been omitted pursuant to Item 601(b)(2) of Regulation S-K


Exhibit 10.48

CERTAIN IMMATERIAL PROVISIONS OF THIS DOCUMENT THAT WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED (INDICATED BY AN ASTERISK [***]) HAVE BEEN OMITTED PURSUANT TO ITEM 601(b)(2) OF REGULATION S-K. A COPY OF THE UNREDACTED DOCUMENT WILL BE FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION UPON REQUEST.

AMENDMENT NO. 11 TO

THE DESIGN AND DEVELOPMENT AGREEMENT (Step 2)

This Amendment No. 11 to the Design and Development Agreement (Step2) (“Amendment”) is entered into as of the date of last signature below by and between HAPSMobile Inc. and AeroVironment, Inc. to amend the Design and Development Agreement (Step2) made as of December 27, 2017 (as amended by Amendment No.1 as of March 30, 2018, Amendment No.2 as of June 25, 2018, Amendment No.3 as of August 28, 2018, Amendment No.4 as of December 5, 2018, Amendment No.5 as of March 19, 2019, Amendment No.6 as of March 29, 2019, Amendment No.7 as of April 24, 2019, Amendment No.8 as of June 20, 2019 and Amendment No.9 as of December 2, 2019, and Amendment No. 10 as of January 24, 2020 between HAPSMobile and AV) (collectively, the “DDA”).

Background

The Parties hereby agree to amend the total fees of Design and Development for Step 2 due to the material changes of the project schedule and the Statement of Work as set forth herein (the “Change”).

Therefore, to formalize and reflect both the Changes and Program Management Improvement, the Parties hereby agree with the amendments to the DDA as follows:

Amendments

1.Article 1.16 (Subarticle of “1.DEFINITION”) of the body of the DDA (definition of the term “Flight Test”) is hereby deleted in its entirety and replaced with the following clause:

1.16

Flight Tests” means the “Low Altitude Flight Test”, “High Altitude Flight Test” and following flight test campaigns specified respectively, on Attachments E and H.

2. The following Section 1.40, 1.41 and 1.42 are hereby newly inserted after Section 1.39 “Project” (was added by Amendment #5, Subsection of “1 DEFINITION”) of the DDA:

1.40 “Flight Test Campaign” means certain Step 2 Project phases collectively Low Altitude Flight Test, High Altitude Flight Test, [***], and Long Duration Flight Demonstration specified in Attachements to the DDA.

1.41 “Test Scenario” means the procedure or testing pattern set prepared for single test case applicable to Flight Test Campaign.

1.42 “Window Time” or “Payload Mission Time” means [***].

3.Article 19.3 (“Articles to Survive Termination”, Subarticle of “19. ENTIRE AGREEMENT”) of the body of the DDA is hereby deleted in its entirety and replaced with the following clause:

19.3

Articles to Survive Termination. Notwithstanding anything contained herein to the contrary, the Articles 10, 12.5, 14, 17, 18, 19.3, 25, 26, 28 and Attachment E-1 in Attachment E and any other

1

[***] Information has been omitted pursuant to Item 601(b)(2) of Regulation S-K.


articles which are intended to survive termination shall survive termination of this Agreement and shall continue in full force and effect thereafter.

4.Article 24.1 (“AV to Obtain All Permits”, Subarticle of “24. COMPLIANCE WITH LAW AND REGULATIONS”) of the body of the DDA is hereby deleted in its entirety and replaced with the following clause:

1

AV to Obtain All Permits. A AV shall obtain any permit, licence or other authorisations required by any governmental or other regulatory body to enable AV to perform its obligations under this Agreement; provided, however, that HAPSMobile shall obtain any permit, licence or other authorisations required by any governmental or other regulatory body to enable performance of this Agreement in regards to hardware importation or provision of commercial services.

5.Article 27 (b) (Subarticle of “27. Test Range and Flight Test”) of the body of the DDA is hereby deleted in its entirety and replaced with the following clause:

(b)  The Flight Test Ranges to be used for conducting Flight Tests at both NASA AFRC and Spaceport America have been mutually agreed by the Parties. High altitude Flight Test Range costs are also included within the Agreement work scope. Newly procured hangar, facility or related equipment (excluding earth work deliverables) will be deemed as Hardware Deliverables and transferred to HAPSMobile pursuant to the terms and condition set forth in Article 3.5.

6. Section 3.12 “Overall Aircraft Functionality Reference” of Attachment D (High Altitude Platform (HAP) Hawk30 Prototype Unmanned Aircraft System Specification) to the DDA (this section is newly inserted by the Amendment No.9 to the DDA) is hereby deleted in its entirety and replaced with the following clauses:

3.12 Overall Aircraft Functionality Reference

Each Hawk30 Prototype shall have following characteristic and requirement as total vehicle level.

Profile

[***]

[***]

Characteristic

Prototype

Capability

Low flight, stratospheric and long duration flight with payload

Achievement

Low Altitude Flight, High Altitude Flight, Long Duration Flight,  with payload

Key Device

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

2

[***] Information has been omitted pursuant to Item 601(b)(2) of Regulation S-K.


[***]

[***]

*convention: [***], or [***] specific column means [***].

7. Attachment A (DELIVERABLES) to the DDA (as amended by the Amendments No.1, 2, 3, 4, 6, 7 and 8) is hereby deleted in its entirety and replaced with the attached new attachment herein, Attachment A, entitled (DELIVELABLES).

8. Attachment C (AeroVironment Statement of Work (SOW) for Hawk30 Prototype Program Statement of Work) to the DDA (as amended by the Amendments No.5, 7 and 9) is hereby deleted in its entirety and replaced with the attached new attachment herein, Attachment C, entitled (AeroVironment Statement of Work (SOW) for Hawk30 Prototype Program Statement of Work).

9. Attachment E (FLIGHT TESTS) to the DDA (as amended by the Amendments No.7 and 9) is hereby deleted in its entirety and replaced with the attached new attachment herein, Attachment E, entitled (FLIGHT TEST).

10. Attachment F (INVOICE AND INCURRED COSTS DOCUMENTATION) to the DDA (as amended by the Amendments No.1, 5 and 7) is hereby deleted in its entirety and replaced with the attached new attachment herein, Attachment F, entitled (INVOICE AND INCURRED COSTS DOCUMENTATION).

11. Attachment H (PROJECT MILESTONE) to the DDA (as amended by the Amendments No.2, 4, 5, 6 and 7) is hereby deleted in its entirety and replaced with the attached new attachment herein, Attachment H, entitled (PROJECT MILESTONE).

12. All other terms and conditions not specifically modified or amended herein remain in full force and effect as provided for in the DDA and its Attachments, including Amendments 1 through 10. Capitalized terms, unless otherwise defined herein, shall have the meaning set forth in the DDA. This Amendment may only be modified or amended by a written document executed by the parties hereto.

3

[***] Information has been omitted pursuant to Item 601(b)(2) of Regulation S-K.


IN WITNESS WHEREOF the Parties hereto have signed and executed this Amendment on the date(s) below.

SIGNED for and on behalf of

HAPSMobile Inc.

By: ..../s/ Junichi Miyakawa.......………………..

Name: Junichi Miyakawa

Title: President and CEO

Date: 2020/4/27

SIGNED for and on behalf of

AeroVironment, Inc.

By: ..../s/ Trace Stevenson...........................…

Name: Trace Stevenson

Title: Vice President Emerging Business and Deputy GM

Date: 2020/4/30

4

[***] Information has been omitted pursuant to Item 601(b)(2) of Regulation S-K.


ATTACHMENT A

DELIVERABLES

(This Attachment A is revised in its entirety by the Amendment No. 11 to the DDA)

1. Hardware Deliverables

1.1 Aircraft Deliverables

Deliverables Name

Deliverable Description

Relevant WBS

Milestone No.

Estimated Completion Date

Hawk30 Prototype [***]

Stratospheric solar aircraft [***]

2.3.2.3

[***]

[***]

Hawk30 Prototype [***]

Stratospheric solar aircraft [***]

2.3.2.6

[***]

[***]

*1. [***].

*2. [***].

*3. [***].

The current physical solar array implementation plan is as follows:

[***].

[***].

1

[***] Information has been omitted pursuant to Item 601(b)(2) of Regulation S-K.

[___] = [***]


1.2 Ground Control System

Deliverables Name

Deliverable Description

Relevant WBS

Milestone No.

Estimated Completion Date

Ground Control Stations and Misc. Equipment

Ground Control Station [***] of the Hawk30 Prototype [***]

2.2.6

[***]

[***]

Hawk30 Prototype Operating Manuals

Technical Data Package

1.2.4.1

[***]

[***]

Hawk30 Prototype Training Manuals

Technical Data Package

1.2.4.2

[***]

[***]

*1 [***].

1.3 Motor Development

Deliverables Name

Deliverable Description

Relevant WBS

Milestone No.

Estimated Completion Date

[***]

[***] Project Data Memo

2.2.1

[***]

[***]

[***]

[***]

2.2.1

[***]

[***]

[***]

Technical data package of In-house Motor First Article ([***])

2.2.1

[***]

[***]

1.4 Real Estate Deliverables

Deliverables Name

Deliverable Description

Relevant WBS

Milestone No.

Estimated Completion Date

Hanger at SA Flight Test Site

Newly constructed hanger facility in SA, NM

2.3.3

[***]

[***]

2. Document Deliverables

Deliverables Name

Deliverable Description

Relevant WBS

Milestone No.

Estimated Completion Date

CDR & Component Engineering Technical Data Package

Technical Data Package.

RFPs, RFIs, and RFQs.

2.2

[***]

[***]

Update Component Engineering

Technical Data Package

2.2

[***]

[***]

Fab & Test First Wing Panel

Technical Data Package.

Recorded measurement data aerodynamic test data.

2.2.3.1

[***]

[***]

Functional Test Reports

Acceptance test reports for components and assemblies

2.3

[***]

[***]

2

[***] Information has been omitted pursuant to Item 601(b)(2) of Regulation S-K.


Initial Integrated Test Reports ([***])

Initial Acceptance test reports for aircraft & Ground Control Station

2.3.2.3

[***]

[***]

Integrated Test Reports ([***])

Acceptance test reports for aircraft & Ground Control Station

2.3.2.3

[***]

[***]

Integrated Test Reports ([***])

Acceptance test reports for aircraft

2.3.2.6

[***]

[***]

[***]

Acceptance inspection and close-out reports

2.3.2.8

[***]

[***]

[***]

Final key drawing, asset list and utility explanatory for Flight Range facility

2.3.3

[***]

[***]

Final Bill of Materials (BOM)

BOM listing all materials consumed in the manufacturing of the Hawk30 Solar Aircraft and Ground Control Station

1.1.5

[***]

[***]

Low Altitude Flight Test Report

Descriptive test report, Ships logs, maintenance report, and recorded raw flight data during test session.

3.1, 3.2

[***]

[***]

High Altitude Conversion Report

Descriptive conversion work and test report for High Altitude Conversion Package implementation

2.2.2.5,
2.2.2.6

[***]

[***]

High Altitude Touch Flight Test Report

Descriptive test report, Ships logs, maintenance report. Recorded flight data.

3.2

[***]

[***]

High Altitude Flight Test Report

Descriptive test report, maintenance report, and recorded raw flight data during test session

3.2

[***]

[***]

[***]**

[***].

3.2

[***]

[***]

Long Duration Flight Test Report**

Descriptive test report, Ships logs, maintenance report.

3.2

[***]

[***]

Final Engineering Technical Data Package

Technical Data Package.

Hawk30 Solar Aircraft System controlling specifications and requirements.

Various

[***]

[***]

Final Engineering Technical Data Package

Technical Data Package.

Hawk30 Solar Aircraft System controlling specifications and requirements.

Various

[***]

[***]

Logistics Instruction Document Package

Logistics Instruction Manuals for Assembly/Disassembly, Packaging, Transporting, etc. for management purpose.

Various

All

Corresponding Milestone Completion Date

**[***].

As used in this Attachment A, and as limited by Section 4.8 in the IPLA, “Technical Data Package” means:

1.[***]
2.[***]

3

[***] Information has been omitted pursuant to Item 601(b)(2) of Regulation S-K.


3.System specifications
4.System description documents
5.System performance data
6.[***]
7.[***].

“Technical Data Package” transfer could be in various forms, for example:

1.Agile database export in PDX file which will include PDF files for assembly drawings, DOC for procedures and test plans, and EXE files for executable code.
2.Specifications, descriptions, Program Data Memos, test data in a ZIP file which can include a combination of DOC, XLS, and other data formats.

4

[***] Information has been omitted pursuant to Item 601(b)(2) of Regulation S-K.


Exhibit A

Source Code to be Provided by AV to HAPSMobile

1.Software and Firmware Tabular View

1

[***] Information has been omitted pursuant to Item 601(b)(2) of Regulation S-K.

[___] = [***]


Attachment C

AeroVironment Statement of Work (SOW) for

Hawk30 Prototype Program

(This Attachment A is revised in its entirety by the Amendment No. 11 to the DDA)

A) Scope

Purpose

[***].

Hawk30 Prototype Objectives

[***].

Scope

[***]:

[***].
[***].
[***]

B) Services

0Hawk30 Prototype
1program management & Systems engineering
1.1[***]
1.1.1[***]

Objective: [***].

Approach: [***]:

[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***];
(i)[***] (origin, outlook, etc.)
(ii)[***] (if applicable)
(iii)[***] (if applicable)
(iv)[***]
[***]:
Ø[***]
Ø[***]
Ø[***]
Ø[***].

2

[***] Information has been omitted pursuant to Item 601(b)(2) of Regulation S-K.


Reporting Process diagram

Exit Criteria: [***]

Task Output:

[***]

[***]

[***].

REMARK: [***].

1.1.2[***]

Objective: [***].

Approach: [***]:

[***]
[***]
[***]
[***]
[***]
[***])
[***]
[***]
[***]

1

[***] Information has been omitted pursuant to Item 601(b)(2) of Regulation S-K.

[___] = [***]


Exit Criteria: [***].
Task Output:

[***] ([***])

[***]

1.1.3[***]

Objective: [***].

Approach: [***]:

[***]
[***]
[***]
[***]

Exit Criteria: [***]

Task Output:

[***]
[***]
[***]
[***]

1.1.4[***]

Objective: [***].

Approach: [***].

Exit Criteria: [***].

Task Output:

[***]
[***]
1.1.5[***]

Objective: [***].

Approach: [***]:

[***]
[***]
[***]
[***]

Exit Criteria: [***]

Task Output:

[***]
[***]
[***]
[***]
[***]
1.1.6Travel

Objective:  [***].

Approach: [***].

Exit Criteria: [***].

2

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Task Output:

[***]

1.1.7Reserved

1.1.8[***]

Objective:  [***].

Approach: [***].

Exit Criteria: [***].

Task Output:

[***]

1.1.9Reserved

1.1.10[***]

Objective:  [***].

Approach: [***]

Exit Criteria: [***].

Task Output:

[***]

1.1.11[***]

Objective:  [***].

Approach: [***]

Exit Criteria: [***]

Task Output:

[***]

1.2[***]
1.2.1[***]

Objective: [***].

Approach: [***]:

[***]
[***]
[***]
[***]
[***]
[***]

Exit Criteria: [***].

Task Output:

[***]
[***]

3

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[***]
[***]
[***]
[***]

1.2.2[***]

Objective: [***].

Approach: [***]:

[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]

[***].

Exit Criteria: [***].

Task Output:

[***]
[***]
[***]
[***]
[***]
[***]
1.2.3[***]

Objective: [***].

Approach: [***]:

[***]
[***]
[***]

Exit Criteria: [***].

Task Output:

[***]
[***]
[***]
1.2.4[***]

Objective: [***].

Approach: [***]:

[***]
[***]
[***]
[***]
[***]

4

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[***]
[***]
[***]

Exit Criteria: [***].

Task Output:

[***]
[***]
[***]
[***]
[***]
[***]

1.2.5[***]

Objective: [***].

Approach: [***]:

[***]
[***]
[***]
[***]

Exit Criteria: [***].

Task Output:

[***]
[***]

1.2.6[***]

Objective:  [***].

Approach: [***]:

[***]
[***]
[***]
[***]
[***]

Exit Criteria: [***].

Task Output:

[***].

1.2.7Reserved
1.2.8Reserved
1.2.9[***]

Objective:  [***].

Approach: [***].

Exit Criteria: [***].

Task Output:

[***].

5

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2[***]
2.1[***]
2.1.1[***]
2.1.1.1Reserved.
2.1.1.2[***]

Objective: [***].

Approach: [***]:

[***]
[***]
[***]
[***]

Exit Criteria: [***].

Task Output:

[***].
[***]
2.1.1.3[***]

Objective: [***].

Approach: [***]:

[***]
[***]
[***]
[***]
[***]
[***]

Exit Criteria: [***].

Task Output:

[***]

2.1.1.4[***]

Objective: [***].

Approach: [***]:

[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]

Exit Criteria: [***].

Task Output:

6

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[***]
[***]
[***]
2.1.1.5[***]

Objective: [***].

Approach: [***].

Exit Criteria: [***].

Task Output:

[***]

2.2[***]
2.2.1[***]

Objective: [***].

Approach: [***]:

[***]
[***]
[***]
[***]
[***]
[***]
[***]

Exit Criteria: [***].

Task Output:

[***].
[***]
[***]

2.2.2[***]

Objective: [***].

Approach: [***]:

[***]
[***]
[***]
[***]

Exit Criteria: [***].

Task Output:

[***]
[***]
[***]
[***]
[***]
[***]
[***]
o[***]
o[***]

2.2.2.1[***]

7

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Objective: [***].

Approach: [***]:

[***]
[***]
[***]

Exit Criteria: [***].

Task Output:

[***]
[***]

2.2.3[***]

Objective: [***].

Approach: [***]:

[***]
[***]
[***]
[***]
[***]
[***]
[***]

Exit Criteria: [***].

Task Output:

[***]
[***]
2.2.4[***]

Objective: [***].

Approach: [***]:

[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]

Exit Criteria: [***].

Task Output:

[***]
[***]
[***]
2.2.5[***]

Objective: [***].

Approach: [***]:

[***]
[***]

8

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[***]
[***]
[***].
[***].

Exit Criteria: [***].

Task Output:

[***]
[***]
[***]
2.2.6[***]

Objective: [***].

Approach: [***]:

[***]
[***]
[***]
[***]
[***]
[***]

Exit Criteria: [***].

Task Output:

[***]
[***]

2.2.7Reserved
2.2.8[***]

Objective: [***].

Approach: [***]:

[***]
[***]
[***]

Exit Criteria: [***].

Task Output:

[***]
[***]

2.3.1Reserve
2.3.2[***]

Objective: [***].

Approach: [***]:

[***]
[***]
[***]
[***]

9

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o[***]
o[***]
o[***]
o[***]
o[***]
o[***]

Exit Criteria: [***].

Task Output:

[***]
[***]
[***].
2.3.3[***]

Objective:  [***].

Approach: [***]

[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]

Exit Criteria: [***].

Task Output:

[***]
[***]
[***]

3
3.1[***]

Objective:  [***].

Approach: [***].

[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]

10

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[***]

Exit Criteria: [***].

Task Output:

[***]
[***]
[***]
[***]
[***]
3.2[***]

Objective:  [***]*.

* [***].

Approach: [***].

[***]
[***]
[***]
[***]
[***]
[***].*
[***]*
[***]
[***]
[***]
* [***]:
o[***]
o[***]

Exit Criteria: [***].

Task Output:

[***]
[***]* [***]
[***]
[***]
[***] ([***]* [***])
[***]
[***]*

4Reserved.

5Reserved.

[***]: [***].

Approach: [***]:

[***]
[***]
[***]
[***]
[***]
[***]
[***]

Exit Criteria: [***]

11

[***] Information has been omitted pursuant to Item 601(b)(2) of Regulation S-K.


Task Output:

[***]
[***]
[***]

As used in this Attachment C, “Technical Data Package” shall have the same meaning as provided in Attachment A to this Agreement.

12

[***] Information has been omitted pursuant to Item 601(b)(2) of Regulation S-K.


ATTACHMENT E

Flight TEst

(This Attachment E is revised in its entirety by the Amendment No.11 to the DDA)

1.Purpose

AV will perform a flight test plan which will optimize data collection efficiency during the Flight Tests. A build-up approach to the flight test campaign will be conducted which efficiently demonstrates aircraft handling and performance at low altitude prior to transitioning to high altitude. Ref. PDM AV 55266-1019.

Data will be collected to verify that the final aircraft configuration meets the requirements defined for FAA basis of certification as detailed in PDM AV55266-1020-FAA Standards Development and Coordination. The details of the flight test program pertain to the prototype version of the Hawk30 Prototype with the goal of demonstrating [***] flight endurance.

Prior to the beginning of the initial Flight Test, the AV team will accomplish exhaustive build-up testing in venues such as environmental qualification laboratories, the HAP System Integration Laboratory, and HAP flight deck and flight test control room simulation environments.

The AV team will support finding a suitable location and work with the payload team to integrate payload operations in the flight test plan.

2.Process

The Ground Test and Flight Test Plan listed in PDM AV 55266-1019 list the following test elements to be successfully completed for the Hawk30 Prototype flight test program.

Ground test campaign:
oAircraft functional tests with motor runs
oGround handling
oAirfield operations
Low altitude flight test campaign (with Flight Test Instrumentation System)
o[***] is [***] an airfield in SA, New Mexico and NASA Armstrong Flight Research Center, Edwards, California as [***]
oThis phase consists of notionally [***] on [***] and [***] on [***]
oFlight Test events are planned to be executed at the rate of [***]
oTest objectives include:
Basic controllability and manoeuvrability data
Subsystem performance (power, thermal, efficiency, etc.)
Flight data for correlation of analysis and design tools
[***]
[***]
[***]
[***]
[***]
[***]
13
[***] Information has been omitted pursuant to Item 601(b)(2) of Regulation S-K.

[***]
[***]
High altitude and endurance test campaign (with Flight Test Instrumentation System)
o[***] is [***] an airfield in SA, New Mexico
o[***]
o[***]
o[***]
o[***]
oTest objectives:
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
o[***]
o[***]
o[***]
o[***]
o[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
o[***]
o[***]
o[***]
14
[***] Information has been omitted pursuant to Item 601(b)(2) of Regulation S-K.

[***]
[***]
Payload Test Campaign
o[***]. * [***].
o[***]
o[***]. (*[***])
o[***]
o[***]
o[***]:
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]

AV will coordinate with HAPSMobile and provide a test flight schedule for Payload test. HAPSMobile will have full responsibility to operate its Payload during the Payload test.

AV will conduct airport survey, selection and perform all maintenance on the Hawk30 Prototype Aircraft system during the Flight Test program.

3.Requirement

4.1 Key Achievement Requirement

The following Table E-1 sets forth the key achievement requirement per each Flight Test campaign, and in case inconsistency occurring with other condition defined anywhere in the Agreement including Attachments, then the content defined in Table E-1 shall prevail.

Table E-1 Flight Test campaign key achievement requirement

Flight Test
Campaign Type

Low Altitude Flight Test

High Altitude Flight Test

High Touch

High Altitude Flight Test
Overnight

[***]*

Long Duration Flight Demons-tration *

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

Meet completion criteria as defined in Attachment H Project Milestones

Within planned flight window, attempt flight and achieve flight session to maximize flight opportunity

Within planned flight window, attempt flight and achieve flight session to maximize flight opportunity

Within planned flight window, attempt flight and achieve flight session to maximize flight opportunity

Within planned flight window, attempt flight and achieve flight session to maximize flight opportunity

Note: * [***].

15

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ATTACHMENT E-1

Flight Test Site Requirement Description

Following facility, utility, service and related availability will be provided at SA, NM.

Subcontractor names of AV are listed, but it is anticipated for the convenience of SA operation only.

1. Product Purchasing

HAPSMobile will own following object procured from [***]:

[***]
[***]
[***]

2.Service Provisioning

2-1. AV’s subcontractor name: Spaceport America

2-1-1. Lease & Services ( Flight services PoP [***])

[***]
[***].
Details on what is being provided:
oSummary: [***].
oSummary: [***].

2-1-2.Other Service

[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]

2-2AV’s subcontractor name: [***]

2-2-1. Labor/Material Services: [***]

PoP [***]
Details on what is being provided:
oSummary: [***].

16

[***] Information has been omitted pursuant to Item 601(b)(2) of Regulation S-K.


oSummary: [***].

2-2-2.Other Service

[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]

2-3.AV’s subcontractor name: [***]

2-3-1. Labor Services

Target COA submission date is [***].
Details on what is being provided:
oSummary: [***].

2-3-2. Other Service

[***]
[***]

2-4. AV’s subcontractor name: [***]

2-4-1. Labor Moving Services Details on what is being provided:
o[***]
o[***]
o[***]
o[***]

17

[***] Information has been omitted pursuant to Item 601(b)(2) of Regulation S-K.


2-5. AV’s subcontractor name: [***]

2-5-1: [***]

Rental service: [***].

2-5-2.Details on what is being provided:

[***]
[***]
[***]
[***]
[***]
[***]
[***]

2-6. AV’s subcontractor name: [***]

2-6-1. [***]

2-7. AV’s subcontractor name: [***]

2-7-1.Labor Service

Unloading of the aircraft at SA Labor

18

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ATTACHMENT F

INVOICE and Incurred Costs Documentation

(This Attachment F is revised in its entirety by the Amendment No. 11 to the DDA)

PRICING AND PAYMENT SCHEDULE

1.  Payment for Work Step2

1.1Total Contract Value

The total amount of Design and Development Fees payable for Step 2 is Not-to-Exceed USD $163,779,945 based on Best Efforts. The Contract Value may be modified by the Parties as a result of Change Control or by any other amendment to the Agreement (the current contract value at any time under this Agreement shall be the “Contract Value”). The Parties agree to account for payment of USD $5,988,678 already made by SoftBank to AV as payment for the consideration of Step 2 Bridge Contract as partial payment for commencing Step 2. The Parties shall pay to AV the remaining balance of USD $157,791,267, consists from USD $69,800,624 as Initial Contract Value, and incremental amount by Amendment No.1, USD $17,226,306 as additional cost by Amendment No.5, USD $38,675,443 as additional cost by Amendment No.7, as additional cost by Amendment No. 9, USD $14,557,250 and further additional funding of USD $17,531,644 subject to EAC adjustment activity done in [***], in accordance with Exhibit A to this Attachment F Project Funds Status Report accompanied by a combined Milestone & Monthly Invoice approach as detailed further in this Attachment F. Each Milestone payment shall be payable after completion of the applicable Milestone according to Completion criteria on Attachment H.

1.2Contract Value Growing Transition

The Initial Contract Value may be modified by the Parties as a result of Change Control or by any other amendment to the Agreement (the current contract value at any time under this Agreement shall be the “Contract Value”). Each Party recognizes the total Project Cost has grown as follows;

a.

SoftBank and AV concluded Step 2 Bridge Contract for preliminary development activity for Step2, and payment of USD $5,988,678 was made to AV by SoftBank;

b.

SoftBank, HM, and AV agree to account for payment of USD $5,988,678 already made by SoftBank to AV as defined as above as partial payment ("Taken-Over Value”) for commencing Step 2. HAPSMobile;

c.

Initial contract value for DDA was USD $65,011,481 (“Initial Value”), and USD $71,000,159 in case including Taken-Over Value;

d.

USD $4,789,143 was added to Initial value by the execution of the Amendment No.1 and total value was modified to USD $69,800,624 (“Amendment 1 Value”), and USD $75,789,302 in case including Taken-Over Value;

e.

USD $17,226,306 was added to Amendment 1 Value by the execution of the Amendment No.5 and total value was modified to USD $87,026,930 (“Amendment 5 Value”), and USD $93,015.608 in case including Taken-Over Value;

f.

USD $38,675,443 was added to Amendment 5 Value by the execution of the Amendment No.7 and total value was modified to USD $125,702,373, and USD $ 131,691,051 in case including Taken-Over Value;

19

[***] Information has been omitted pursuant to Item 601(b)(2) of Regulation S-K.


g.

USD $14,557,250 was added to Amendment 7 Value by the execution of the Amendment No.9 and total value was modified to USD $140,259,623, and USD $ 146,248,301 in case including Taken-Over Value;

h.

USD $17,531,644 as further incremental funding subject to Flight Test Site relocation and EAC adjustment activity done on [***] and caused by the change in flight test site, SoW and milestone changes as defined in detail in Attachment H herein, SoW and technical requirement changes as defined in detail in Attachment C herein; and the contract value reaches USD $157,791,267, in case including Taken-Over Value then USD$163,779,945.

1.3Work Order Issuance Schedule

HAPSMobile agrees to issue six (6) scheduled separate Orders and may issue three (3) optional separate Orders (“Optional Orders”)to AV for authorization of Work. The Orders shall be issued as follows:

a.initial Order [***];
b.second Order [***];
c.the third Order [***];
d.the fourth Order [***];
e.the fifth Order [***];
f.and two more optional Orders will be defined further more in detail in 4.1 herein. Each Order will be issued pursuant to the terms and conditions of this Agreement including the attachments thereto. Work performed under the Orders will be in support of the entire Statement of Work based on best effort, up to the value funded on the Order.

1.4Milestone Target Budget Values & Forecast Revisions

Exhibit A (Project Funds Status Report) to this Attachment F assigns Initial Target Budget values for each of the 11 Milestones identified in Attachment H.

AV will provide updates and revisions to the Initial Target Budget values for each Milestone and revised and updated forecasts for such Milestones to HAPSMobile on a monthly basis. Milestone values are subject to Change Control based on updated forecasts of program resource requirements to complete the Work required under this Agreement, including the SOW(Attachment C). Milestone values will be based on the AV labor projected spend plan forecasted for each AV fiscal month.

1.5Milestone Invoicing & Payment

Upon AV’s written notification to HAPSMobile of AV’s completion of a Milestone, AV will provide an invoice for all AV labor Incurred Costs and [***]% fee. Invoices will include all program labor expenses incurred by AV up through the date of the Milestone acceptance, less any labor already paid for in prior Milestone invoices.  Milestones completed before the 15th of the calendar month will be based on actuals from the prior AV fiscal month end. Milestones completed after the 15th of the calendar month will be invoiced upon completion of that fiscal month. [***].

[***].

Notwithstanding the foregoing provisions of this section 1.5, Milestone invoiced amount especially for Milestone 5 [***], and Milestone 7 ([***]) shall be paid in respect of each valid invoice no later than, but not be obliged to pay before April 15, 2020. All Milestone payments thereafter will be restored to its original NET 15 payment.

20

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Notwithstanding the foregoing provisions contained in the body of DDA or Attachment F herein, SA readiness related AV labor, material, and subcontracting fee will be invoiced by AV and compensated by HAPSMobile by three (3) instrument basis together with the milestone invoiced amount for Milestone 6 ([***]) , 8 ([***]) and the [***] invoice to be sent by AV on 4/15/2021 and to be paid no later than 4/25/2021. If Milestones [***] and/or [***] are not achieved by [***] in any reason, AV will invoice the applicable instrumental equivalent amount costs (excluding [***] instrument value on April 2021) are to be paid within 30 calendar days of invoice submittal.

1.6Non-Milestone Invoicing & Payment (Monthly Invoices)

Program expenses for material, subcontract and other direct costs will be invoiced by AV to HAPSMobile on a monthly basis based on actual Incurred Cost and [***]% fee. Invoices to be submitted within 4 Business Days after each calendar month end. HAPSMobile agrees to pay each such invoice within the same calendar month. Invoices for material related Cost will be provided with applicable level of detailed description for HAPSMobile’s book keeping purpose.

Notwithstanding the foregoing provisions of this section 1.6, for the Monthly Invoice for November of 2019 through March 2020, HAPSMobile shall make payment in respect of each valid Monthly Invoice no later than, but not be obliged to pay before, ninety (90) calendar days of the end of the calendar month in which the relevant invoice was received by HAPSMobile All non-milestone payments thereafter will be restored to its original NET 30 calendar days payment.

1.7Currency

All payments under this Agreement shall be made in United States dollars.

1.8Excess Incurred Costs

a.

In the event that AV identifies a projected increase in Incurred Costs by AV for the performance of its obligations under the Agreement as identified in the Monthly Status Report, in excess of the Not-to-Exceed Value of the Order as identified in Article 2.3 then the Parties agree the excess of the amount and continue to proceed the Project subject to the process set forth in the Section 4 of this ATTACHMENT F, HAPSMobile may,

(1)

agree to authorize AV to incur the excess costs and provide a modification to increase the Contract Value, provided however that both Parties shall follow the Change Control set forth in Article 2.4 of the Agreement or Amendment of Agreement set forth in Article 13. Should HAPSMobile authorize additional spending, all of AV’s Incurred Costs must be paid to AV with the applicable [***]% fee;

(2)

agree in accordance with the Change Control or Amendment of Agreement to reduce the Scope of Agreement so that AV’s performance of the Scope of Agreement will be projected to fall within the amount of the then current Contract Value; or

(3)

Terminate the Agreement for convenience as contemplated by Article 12.3 of the Agreement and pay AV all Termination Liability as defined in paragraph 1.7 of this attachment.

1.9Unutilized Consideration

In the event of a projected cost underrun as identified in a Monthly Status Report, any amounts from the Order which remain after completion of the Scope of Agreement may be reimbursed or, if authorized by HAPSMobile separately and specifically, utilized for AV’s risk reduction or additional scope to be defined through written mutual agreement subject to the terms of this Agreement. To avoid confusion, the total

21

[***] Information has been omitted pursuant to Item 601(b)(2) of Regulation S-K.


amount as identified in paragraph 1 of this Attachment and any portion thereof, to the extent that it is utilized, must be utilized only for matters or items within the Scope of Agreement and any additional scope as agreed. Incurred Costs shall be inclusive of any applicable consumption, value added tax or any other applicable sales/use tax. For the avoidance of doubt, the Incurred Costs shall be exclusive of any and all import duties.

1.10Termination Liability

AV’s Termination Liability (defined as: all of AV’s Step 2 Incurred Costs incurred prior to the date of the ramp down period specified in Article 12.5 of the Agreement plus the applicable [***]% fee, less all payments received by AV from HAPSMobile under this Agreement, plus all material, subcontract, other direct costs including open commitments and other wind down costs outstanding as of the start of the ramp down period, plus 60 days of AV labor costs incurred during the ramp down period) will be billed to HAPSMobile 30 days after the end of ramp down period and Termination Liability shall not exceed then current Contract Value but AV labor cost may be compensated exceeding then current Contract Value based upon actual Work performed. Schedule delays may occur and be resolved subject to Article 3.2 of the Agreement.

2.Fee Assumptions

2.1 Exclusion

1.

Range Fees for the High Altitude and Endurance Flight Tests shall be borne by, and be the sole responsibility of, HAPSMobile. AV and HAPSMobile will mutually consult to set up an appropriate implementation plan for High Altitude and Endurance Flight Tests minimizing such Range Fees in accordance with Attachment C and D.

a. As of [***], AV and HM have agreed to continue flight test operations at Spaceport America, New Mexico after concluding flights at NASA AFRC. The flight test site preparation is led by AV and the flight test site preparation and ongoing operational costs are included as part of Amendment No. 11.

b. Notwithstanding the terms and conditions defined in this Section 2.1-1 above, for the task of flight range acquisition and maintaining will be a part of AV’s obligation and contained in its Scope of Work relating to Spaceport America, New Mexico.

2.

Payload Integration is based on the [***] payload [***], any changes to Payload Supplier and/or integration will be subject change control process.

3.

Labor, shipping and other costs are not included, however is inclusive of labor for obtaining the clearance and permission under EAR or related export regulations for delivery of [***], [***] and GCS at other than the Spaceport America flight test location. Any changes to the final delivery location will be subject to change control process.

3. Change Control & Agreement Amendments Payment Schedule

HAPSMobile agrees to pay to AV all additional Incurred Costs resulting from any fee adjustments for the Work pursuant to any Change Control per Attachment G or any other amendments to the Agreement, but in any case subject to the terms set forth in Section 1.9 in this ATTACHMENT F. After being provided with a request or providing a Change Control Proposal as provided on Attachment G or any other amendment to the Agreement. AV will provide HAPSMobile with a Change Assessment (as contemplated by Attachment G) or a similar assessment or other proposed amendments to the Agreement with estimated additional or reduced Incurred Costs plus the applicable fee for the applicable Change Control Proposal or other proposed Agreement amendment along with the costs estimation documentation. In the event of a projected increase in Incurred Costs by AV in performance of the Agreement pursuant to Change Control Proposal or other

22

[***] Information has been omitted pursuant to Item 601(b)(2) of Regulation S-K.


proposed Agreement amendment would result in a total Contract Value that exceeds the then-current Contract Value, HAPSMobile will agree to authorize AV to incur the excess costs (thus increasing the Contract Value) or the Parties will agree in the Change Control (or pursuant to any other Agreement amendment) to reduce the Scope of Agreement so that AV’s performance of the Scope of Agreement will fall within the then-current Contract Value. Any increase in Contract Value that exceeds causes the value of this Agreement to exceed the Initial Contract Value shall require approval by HAPSMobile's board of directors.

The tables below provide the basis for calculating the additional Fees applicable for Change Controls and other Agreement amendments as a result of a Change or other Agreement amendment that may be required from time to time in accordance with relevant clauses of the Agreement.

Cost Element

Description

Labor

[***].

Labor Total Cost w/[***]% Fee

[***]

Material Total Cost w/[***]% Fee

[***]

Subcontract Total Cost w/[***]% Fee

[***]

Other Direct Costs (ODC) Total Cost w/[***]% Fee

[***]

4. Remaining Work Orders

4.1 Order Schedule

The Fifth Work Order and the following Optional Orders will be organized as follows;

Name

Covered SoW

Covered Milestone

WO value

(USD)

WO due date

The fifth Work Order

[***]

[***]

[***]

[***]

The sixth Work Order

[***]

[***]

[***]

[***]

The Seventh Work Order

[***]

[***]

[***]

[***]

The Eighth Work Order

[***]

[***]

[***]

[***]

*remark

Definition

Meaning

Decision Due Date

[***]

[***]

[***]

Flight Location Change

Additional tasks associated with;

a)
a change from the original flight location, Lanai, to an alternate site, SÁ in New Mexico
b)
detailed flight test planning of [***] to be tested and related planning optimization of other flight test campaign.

In case either Party may request changes to the conditions defined in Attachments A, C,

[***]

23

[***] Information has been omitted pursuant to Item 601(b)(2) of Regulation S-K.


D, E, F or H relating the task herein defined, then follows the procedures defined in Clause 2.4 in DDA or Attachment G ("Change Control").

Strategic Performance Extension

[***].

[***]

4.2 Effect of No Issuance of Optional Order

In case HM does not issue the Optional Order before or on the due date, AV may suspend the entrance of the equivalent Milestone and covered Works until AV receives the Optional Order. In the event of Optional Work Orders are not exercised, AV will transfer all assets to HAPSMobile.

Exhibit A – Project Funds Status Report

Exhibit B – Monthly Status Report (Example)

Exhibit C – Milestone Invoice (Example)

24

[***] Information has been omitted pursuant to Item 601(b)(2) of Regulation S-K.


Exhibit A to Attachment F – Project Funds Status Report

1. Estimate at Completion on Dec.10,2017

1

[***] Information has been omitted pursuant to Item 601(b)(2) of Regulation S-K.

[___] = [***]


1

[***] Information has been omitted pursuant to Item 601(b)(2) of Regulation S-K.

[___] = [***]


2. Estimate at Completion on Dec.10,2018

1

[***] Information has been omitted pursuant to Item 601(b)(2) of Regulation S-K.

[___] = [***]


1

[***] Information has been omitted pursuant to Item 601(b)(2) of Regulation S-K.

[___] = [***]


3. Estimate at Completion on March 4,2019

1

[***] Information has been omitted pursuant to Item 601(b)(2) of Regulation S-K.

[___] = [***]


4. Estimate at Completion on September 2019

1

[***] Information has been omitted pursuant to Item 601(b)(2) of Regulation S-K.

[___] = [***]


5. Estimate at Completion on April 2020

1

[***] Information has been omitted pursuant to Item 601(b)(2) of Regulation S-K.

[___] = [***]


1

[***] Information has been omitted pursuant to Item 601(b)(2) of Regulation S-K.

[___] = [***]


Exhibit B to Attachment F – Monthly Status Report (Example)

AeroVironment Inc.

980 Enchanted Way

Simi Valley, California 93065 – U.S.A.

Telephone 1(805) 581-2187 – FAX 1(805) 584-6922

2

[***] Information has been omitted pursuant to Item 601(b)(2) of Regulation S-K.


Approvals:

<Enter Name here>

Originator

Date

<Enter Name here>

Project Manager

Date

<Enter Name here>

Program Manager

Date

3

[***] Information has been omitted pursuant to Item 601(b)(2) of Regulation S-K.


Revision History

REV

EDIT DATE

AUTHOR

DESCRIPTION

A

MM/DD/YYYY

4

[***] Information has been omitted pursuant to Item 601(b)(2) of Regulation S-K.


TABLE OF CONTENTS

5

[***] Information has been omitted pursuant to Item 601(b)(2) of Regulation S-K.


Introduction

<<HIGH LEVEL PROGRAM OVERVIEW>>

<<STOPLIGHT CHART>>

Technical Accomplishments

What efforts were started this period?

<<Description of work started and performed during the reporting month>>

Task 5

Task 6

Task 7

Task …X

What efforts were completed this period?

<<Description of work completed and performed during the reporting month>>

Task 1

Task 2

Task 3

Task 4

6

[***] Information has been omitted pursuant to Item 601(b)(2) of Regulation S-K.

[___] = [***]


Key Subcontract Status:

Subcontractor A:

Subcontractor B:

Subcontractor C:

Schedule Update

Integrated Master Schedule Update <<EXAMPLE>>

Milestone Status Update

Reference to Attachment H

7

[***] Information has been omitted pursuant to Item 601(b)(2) of Regulation S-K.

[___] = [***]


Spend Plan

Spend Plan Update

8

[***] Information has been omitted pursuant to Item 601(b)(2) of Regulation S-K.

[___] = [***]


Cost Performance Report

Cost Performance Update

9

[***] Information has been omitted pursuant to Item 601(b)(2) of Regulation S-K.

[___] = [***]


Schedule Performance Report

<<Schedule Performance Report>>

Critical Path Analysis
Schedule Performance Index (if applicable)
Near term upcoming milestones (30 – 60 days )
oMilestone 1 =
oMilestone 2 =
oMilestone X =

10

[***] Information has been omitted pursuant to Item 601(b)(2) of Regulation S-K.


Monthly Invoice – (Non-Labor)

11

[***] Information has been omitted pursuant to Item 601(b)(2) of Regulation S-K.

[___] = [***]


Exhibit C to Attachment F

12

[***] Information has been omitted pursuant to Item 601(b)(2) of Regulation S-K.

[___] = [***]


13

[***] Information has been omitted pursuant to Item 601(b)(2) of Regulation S-K.

[___] = [***]


ATTACHMENT H

PROJECT MILESTONE

(This Attachment H is revised in its entirety by the Amendment No. 11 to the DDA)

#

Milestone

Criteria

Date

1

[***]

[***]

[***].

[***]:

[***].

[***]

[***].

[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]
[***]

2

[***]

[***]

[***].


[***]:

[***].

[***]

[***]
[***]
[***]
[***]
[***]

3

[***]

[***]

[***].

[***]:

[***].

[***]

[***].

[***]
[***]

[***]:

[***]
[***]

4

[***]

[***]

[***].

[***]:

[***].

14

[***] Information has been omitted pursuant to Item 601(b)(2) of Regulation S-K.


[***]

[***].
[***].

[***].

[***]

5

[***]

[***]

[***].

[***]:

[***].

[***]

[***].
[***].
[***].
[***].

[***].

[***]
[***]
[***]

6

[***]

[***]

[***]

[***]:

[***].

[***]

[***]:

[***]
[***]
[***]
[***]
[***]

[***]:

[***]

[***]

7

[***]

[***]

[***].

[***]:

[***].

[***]

[***].

8

[***]

[***]

[***].

[***]:

[***].

[***]:

[***].
[***]
[***]
[***]
[***]

[***].

[***]

9

[***]

[***]

[***].

[***]:

[***].

[***]:

15

[***] Information has been omitted pursuant to Item 601(b)(2) of Regulation S-K.


[***]
[***]
[***]
[***]
o
[***].
[***]
[***].

[***]:

[***]

10

[***]

[***]

[***].

[***]:

[***].

[***]:

[***]
[***]
[***]
[***]
[***]

11

[***]

[***]

[***]

[***]:

[***].

[***].

[***]:

[***]
[***]
[***]
[***]

[***].

[***].

16

[***] Information has been omitted pursuant to Item 601(b)(2) of Regulation S-K.


Exhibit 10.58

SECOND AMENDMENT TO LEASE AGREEMENT

(900 Enchanted Way, Simi Valley, CA 93065)

THIS SECOND AMENDMENT TO LEASE AGREEMENT (this "Second Amendment") dated for reference as of May 13, 2020, is entered into by and between HILLSIDE ASSOCIATES II, LLC, a California limited liability company, as Lessor, and AEROVIRONMENT, INC., a Delaware corporation, as Lessee, with reference to the following:

Recitals

A.Lessor and Lessee have entered into that certain AIR Commercial Real Estate Association Standard Industrial/Commercial Lease - Net, dated April 21, 2008, as addended, and as amended by that certain First Amendment to Lease Agreement, dated December 1, 2013 (the "First Amendment"), for the premises commonly known as 900 Enchanted Way, Simi Valley, CA 93065, more particularly described therein (collectively, the "Lease"). Each initially capitalized term not defined in this Second Amendment shall have the meaning ascribed to such term in the Lease. Each sectional reference below shall mean and refer to the corresponding section of the Lease.

B.Lessor and Lessee desire and intend to amend the Lease on the terms and conditions set forth hereinbelow.

NOW, THEREFORE, in consideration of the terms and provisions contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and· Lessee hereby amend the Lease as follows:

1.TERM. The term of the Lease is hereby extended for a period of five (5) years, commencing on June 1, 2020 and terminating on May 31, 2025 (the "Termination Date"), subject to Lessee's one-time only right to terminate the Lease prior to the Termination Date as such right is provided and conditioned in Paragraph 2 below.

2.LESSEE'S RIGHT TO TERMINATE LEASE EARLY. Notwithstanding the terms of Paragraph 1 above, Lessee shall have the right to terminate ("Termination") the Lease for any reason or for no reason upon one hundred twenty (120) days prior written notice to Lessor of Termination, provided in no event shall this Lease be terminated by Lessee earlier than May 31, 2023 and provided further Lessee shall satisfy in addition each of the following conditions (each, a "Condition," and, collectively, the "Conditions"):

(a)Lessee shall not be in uncured breach or default of any of its obligations under the Lease on the date of Lessee's delivery to Lessor of Lessee's notice of Termination or at any time thereafter;

(b)Lessee shall pay to Lessor, at the time of, and together with, its delivery to Lessor of the notice of Termination, good funds in the amount of a total of twelve (12) months of Base Rent at the rate applicable under Paragraph 3 below for Base Rent on the date Lessee returns to Lessor all keys for the Premises and Lessee has satisfied all Conditions in addition; and

(c)Lessor's identification of the amount to be paid by Lessee to Lessor, and Lessee's payment of such amount in full to Lessor, for the repair and/or restoration of the Premises as required under the Lease, as amended.

All other conditions under the Lease applicable to Lessee's termination and/or vacation of the Premises shall remain in full force and effect and shall be satisfied by Lessee.


3.BASE RENT: The Base Rent for the Premises shall be increased to the amounts provided below during the applicable periods listed below:

(a)For the period from June 1, 2020 to and including May 31, 2021, the Base Rent for the Premises shall be $64,272.00 per month, together with such other assessments, additions and pass-throughs as are set forth in the Lease, as amended;

(b)For the period from June 1, 2021 to and including May 31, 2022, the Base Rent for the Premises shall be $66,200.00 per month, together with such other assessments, additions and pass-throughs as are set forth in the Lease, as amended;

(c)For the period from June 1, 2022 to and including May 31, 2023, the Base Rent for the Premises shall be $68,186.00 per month, together with such other assessments, additions and pass-throughs as are set forth in the Lease, as amended;

(d)For the period from June 1, 2023 to and including May 31, 2024, the Base Rent for the Premises shall be $70,232.00 per month, together with such other assessments, additions and pass-throughs as are set forth in the Lease, as amended; and

(e)For the period from June 1, 2024 to and including May 31, 2025, the Base Rent for the Premises shall be $72,339.00 per month, together with such other assessments, additions and pass-throughs as are set forth in the Lease, as amended.

4.ABATEMENT OF RENT. The Base Rent shall be abated by fifty percent (50%) in months 12, 13, 24 & 25 of the Term.

5.BROKER'S FEE. Except as previously paid by either Lessor or Lessee, Lessor agrees to pay to Cresa Partners of Los Angeles, Inc., (the "Broker") any broker's fee due to the Broker as a result of the terms of this Second Amendment.

6.CONFIDENTIALITY: Landlord, its agents and representatives, may, during the term of this Lease, have access to and acquire knowledge from material or other information about AeroVironment and/or its subsidiaries which knowledge constitutes locations, trade secrets, future business plans, financial, or other confidential information which is not accessible or known to the general public. Any such knowledge or information shall not be used, published, or divulged by Landlord, its leasing agent/broker or any other officer, employee, or agent of either of them, or persons hired by Landlord, to any other person, firm, or corporation without first having obtained the written permission of AeroVironment, which permission AeroVironment may withhold in its sole discretion. Landlord may disclose any of the foregoing information if such information is required to be disclosed by (a) a legitimate subpoena or court order, or (b) any taxing entity or other governmental authority having appropriate jurisdiction over the Premises or the property of which the premises are a part, but only if Landlord first notifies AeroVironment in writing to provide AeroVironment a reasonable opportunity, if it wishes, to seek an appropriate protective order or other appropriate relief preventing or limiting such disclosure. If a protective order or other appropriate relief is denied, then Landlord may only disclose such information as is necessary to comply with the subpoena, court order, or other legal process at issue, and shall use reasonable commercial efforts to secure confidential treatment of any information so disclosed.

7.WARRANTIES AND REPRESENTATIONS. Lessee warrants and represents to Lessor that: (a) there are no present and outstanding breaches of the Lease by Lessor and (b) Lessee has no claims or offsets of any kind or nature against Lessor.


8.LEASE CONTINUES IN FULL FORCE AND EFFECT. Except as set forth in this Second Amendment, the Lease (including the First Amendment) remains unmodified and continues in full force and effect in accordance with its terms.

9.SUCCESSES AND ASSIGNS. This Second Amendment shall be binding on Lessor's

and Lessee's successors and assigns.

10.COUNTERPARTS. This Second Amendment may be in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, Lessor and Lessee hereby execute this Second Amendment as of the date and year first written above.

Dated this 13th day of May, 2020.

"LESSOR"

HILLSIDE ASSOCIATES, II, LLC,

a California limited liability company MID VALLEY PROPERTIES,

"LESSEE" AEROVIRONMENT, INC,

a Delaware corporation

Managing Agent

By /s/Margaret Kestly By /s/Javier Guerrero 18 May 2020
Margaret Kestly, Authorized Agent


Exhibit 21.1

Subsidiaries of AeroVironment, Inc.

Name

    

Jurisdiction of Organization

Altoy Savunma Sanayi ve Havacilik Anonim Sirketi*

Turkey

AeroVironment, Inc.

Afghanistan

HAPSMobile, Inc.**

Japan

Pulse Aerospace LLC

Delaware


*   AeroVironment, Inc. has an 85% ownership interest

**   AeroVironment, Inc. has a 7% ownership interest


Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-140237 and 333-178349 on Form S-8 of our reports dated June 23, 2020, relating to the consolidated financial statements and schedule of AeroVironment, Inc. and subsidiaries and the effectiveness of AeroVironment, Inc. and subsidiaries’ internal control over financial reporting appearing in this Annual Report on Form 10-K for the year ended April 30, 2020.

/s/ Deloitte & Touche
Los Angeles, California

June 23, 2020


Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-140237) pertaining to the AeroVironment, Inc. Nonqualified Stock Option Plan, the AeroVironment, Inc. 2002 Equity Incentive Plan, and the AeroVironment, Inc. 2006 Equity Incentive Plan, as amended and restated, and Registration Statement (Form S-8 No. 333-178349) pertaining to the AeroVironment, Inc. 2006 Equity Incentive Plan, as amended and restated, of our report dated June 25, 2019, with respect to the consolidated financial statements and schedule of AeroVironment, Inc. and subsidiaries, included in this Annual Report (Form 10-K) for the year ended April 30, 2020.

/s/ Ernst & Young LLP

Los Angeles, California

June 23, 2020


Exhibit 31.1

Certification of CEO Pursuant to

Securities Exchange Act Rules 13a-14 and 15d-14

as Adopted Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Wahid Nawabi, certify that:

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

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

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

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

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

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

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

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

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

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

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

6

Date: June 23, 2020

    

/s/ Wahid Nawabi

Wahid Nawabi

Chief Executive Officer and President


Exhibit 31.2

Certification of CFO Pursuant to

Securities Exchange Act Rules 13a-14 and 15d-14

as Adopted Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Kevin P. McDonnell, certify that:

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

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

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

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

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

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

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

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

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

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

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 23, 2020

    

/s/ Kevin P. McDonnell

Kevin P. McDonnell

Senior Vice President and Chief Financial Officer


Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

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

(i)

the accompanying Annual Report on Form 10-K of the Company for the year ended April 30, 2020 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: June 23, 2020

    

/s/ WAHID NAWABI

Wahid Nawabi

Chief Executive Officer and President

Date: June 23, 2020

/s/ KEVIN P. MCDONNELL

Kevin P. McDonnell

Senior Vice President and Chief Financial Officer


v3.20.1
Leases
12 Months Ended
Apr. 30, 2020
Leases  
Leases

11.          Leases

The Company leases certain buildings, land and equipment. Under the New Lease Standard, at contract inception the Company determines whether the contract is, or contains, a lease and whether the lease should be classified as an operating or a financing lease. Operating leases are recorded in operating lease right-of-use assets, current operating lease liabilities and non-current operating lease liabilities.

The Company recognizes operating lease right-of-use assets and operating lease liabilities based on the present value of the future minimum lease payments over the lease term at commencement date. The Company uses its incremental borrowing rate based on the information available at commencement date to determine the present value of future payments and the appropriate lease classification. The Company defines the initial lease term to include renewal options determined to be reasonably certain. The Company’s leases have remaining lease terms of less than one year to six years, some of which may include options to extend the lease for up to 10 years, and some of which may include options to terminate the lease after two years. None of the Company’s options to extend or terminate are reasonably certain of being exercised, and are therefore not included in the Company’s determination of lease assets and liabilities. For operating leases, the Company recognizes lease expense for these leases on a straight-line basis over the lease term.

Many of the Company’s real estate lease agreements contain incentives for tenant improvements, rent holidays, or rent escalation clauses. For tenant improvement incentives, if the incentive is determined to be a leasehold improvement owned by the lessee, the Company generally records incentive as a reduction to fixed lease payments thereby reducing rent expense. For rent holidays and rent escalation clauses during the lease term, the Company records rental expense on a straight-line basis over the term of the lease. For these lease incentives, the Company uses the date of initial possession as the commencement date, which is generally when the Company is given the right of access to the space and begins to make improvements in preparation for intended use.

The Company does not have any finance leases. The Company does not have any material restrictions or covenants in its lease agreements, sale-leaseback transactions, land easements or residual value guarantees.

In determining the inputs to the incremental borrowing rate calculation, the Company makes judgments about the value of the leased asset, its credit rating and the lease term including the probability of its exercising options to extend or terminate the underlying lease. Additionally, the Company makes judgments around contractual asset substitution rights in determining whether a contract contains a lease.

The components of lease costs recorded in cost of sales for product sales and contract services and selling, general and administrative (“SG&A”) expense were as follows (in thousands):

Year Ended

April 30,

    

2020

Operating lease cost

$

4,574

Short term lease cost

500

Variable lease cost

987

Sublease income

(287)

Total lease costs, net

$

5,774

Supplemental lease information were as follows:

Year Ended

April 30,

    

2020

(In thousands)

Cash paid for amounts included in the measurement of operating lease liabilities

$

3,897

Right-of-use assets obtained in exchange for new lease liabilities

$

13,022

Weighted average remaining lease term

34 months

Weighted average discount rate

3.7%

Maturities of operating lease liabilities as of April 30, 2020 were as follows (in thousands):

2021

$

4,222

2022

 

3,910

2023

 

2,171

2024

 

1,055

2025

 

62

Thereafter

Total lease payments

11,420

Less: imputed interest

(1,207)

Total present value of operating lease liabilities

$

10,213

Maturities of operating lease liabilities as of April 30, 2019 were as follows:

2020

$

5,298

2021

3,527

2022

 

2,723

2023

 

1,554

2024

 

953

Thereafter

 

Total lease payments

$

14,055

Rental expense under operating leases was approximately $4,609,000 and $4,011,000 for the years ended April 30, 2019 and 2018, respectively.

v3.20.1
Accumulated Other Comprehensive Income and Reclassifications Adjustments
12 Months Ended
Apr. 30, 2020
Accumulated Other Comprehensive Income and Reclassifications Adjustments  
Accumulated Other Comprehensive Income and Reclassifications Adjustments

15.          Accumulated Other Comprehensive Loss

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

Total Accumulated

Other

Available-for-Sale

Foreign Currency

Comprehensive

    

Securities

    

Translation Adjustments

    

Loss

Total accumulated other comprehensive loss balance as of April 30, 2019

$

$

2

$

2

Changes in foreign currency translation adjustments

276

276

Unrealized gains, net of $14 of taxes

50

50

Total accumulated other comprehensive loss balance as of April 30, 2020

$

50

$

278

$

328

v3.20.1
Business Acquisitions
12 Months Ended
Apr. 30, 2020
Business Acquisitions  
Business Acquisitions

19.          Business Acquisitions

On June 10, 2019, the Company purchased 100% of the issued and outstanding member units of Pulse pursuant to the terms of the Pulse Purchase Agreement. The Company’s acquisition of Pulse’s helicopter UAS product family strengthens AeroVironment’s leading family of fixed-wing small unmanned aircraft systems and increases the mission capabilities of AeroVironment’s family of systems.

Pursuant to the Pulse Purchase Agreement, at closing, the Company paid $20,650,000 in cash, less closing indebtedness and transaction costs as defined in the Pulse Purchase Agreement, less a $250,000 retention to cover any post-closing indemnification claims, and less a $1,250,000 holdback amount, with the retention and holdback to be released to the member unit holders of Pulse, less any amounts paid or reserved, 18 months after the closing of the transactions in accordance with the terms of the Pulse Purchase Agreement. The closing cash consideration included the payoff of the outstanding indebtedness of Pulse as of the closing date. The Company financed the acquisition entirely from available cash on hand.

In addition to the consideration paid at closing, the acquisition of Pulse includes contingent consideration arrangements that require additional consideration to be paid by the Company to the sellers of Pulse if two specified research and development milestones are achieved by December 10, 2021 and the continued employment of specified employees. Amounts are payable upon the achievement of the milestones. The range of the undiscounted amounts the Company could pay under each of the contingent consideration agreements is zero or $2,500,000 ($5,000,000 in total if both milestones are achieved and specific key employees continued employment). The fair value of the contingent consideration recognized on the acquisition date of $1,703,000 was estimated by applying the income approach. That measure is based on significant Level 3 inputs not observable in the market. Key assumptions include (1) a discount rate of 4.5% and (2) the probability that each of the milestones will be achieved.

During the year ended April 30, 2020, one of the research and development milestones was achieved, and the requirements for the payout of remaining contingent consideration were concluded to not have been met. As a result, the Company recorded a gain of $832,000 which was recorded in selling, general, and administrative expense in the consolidated statements of income. On February 26, 2020, $2,500,000 of contingent consideration was paid to the sellers for the achieved milestone.

The following table summarizes the provisional allocation of the purchase price over the estimated fair value of the assets and liabilities assumed in the acquisition of Pulse (in thousands):

June 10,

2019

Technology

    

$

14,950

Goodwill

6,340

In-process R&D

550

Inventory

334

Non-compete agreements

320

Other assets, net of liabilities assumed

(614)

Total net identified assets acquired

$

21,880

Fair value of consideration:

Cash

$

18,677

Holdback

1,250

Retention

250

Contingent consideration

1,703

Total

$

21,880

Determining the fair value of the intangible assets acquired requires significant judgment, including the amount and timing of expected future cash flows, long-term growth rates and discount rates. The fair value of the intangibles assets was determined using a discounted cash flow analysis, which were based on the Company’s best estimate of future sales, earnings and cash flows after considering such factors as general market conditions, anticipated customer demand, changes in working capital, long term business plans and recent operating performance. Use of different estimates and judgments could yield materially different results.

The goodwill is attributable to the synergies the Company expects to achieve through leveraging the acquired technology to its existing customers, the workforce of Pulse and expected future customers in the helicopter UAS market. For tax purposes the acquisition was treated as an asset purchase and the goodwill is deductible ratably over a period of fifteen years.

Supplemental Pro Forma Information (unaudited)

Pulse revenue for the year ended April 30, 2020 since acquisition on June 10, 2019 was $6,607,000. Other than the aforementioned revenue and intangible asset amortization expense of $2,461,000 for the year ended April 30, 2020 since the acquisition on June 10, 2019, the Pulse financial results were not significant. The following unaudited pro forma summary presents consolidated information of the Company as if the business acquisition had occurred on May 1, 2018 (in thousands):

Year Ended

 

April 30,

April 30,

    

2020

    

2019

 

Revenue

$

367,523

$

316,878

Net income attributable to AeroVironment, Inc.

$

41,481

$

43,204

The Company did not have any material, nonrecurring pro forma adjustments directly attributable to the business acquisition included in the reported pro forma revenue and earnings.

These pro forma amounts have been calculated by applying the Company’s accounting policies, assuming transaction costs had been incurred during the three months ended July 28, 2018, reflecting the additional amortization that would have been charged assuming the fair value adjustments to intangible assets had been applied from May 1, 2018 with the consequential tax effects, and including the results of Pulse prior to acquisition.

The Company did not incur significant acquisition-related expenses for the year ended April 30, 2020. These expenses are included in selling, general and administrative, research and development, and product cost of sales on the Company’s consolidated income statement.

The unaudited pro forma supplemental information is based on estimates and assumptions, which the Company believes are reasonable and are not necessarily indicative of the results that have been realized had the acquisitions been consolidated in the tables above as of May 1, 2018, nor are they indicative of results of operations that may occur in the future.

v3.20.1
Investments - Auction rate securities (Details)
$ in Thousands
12 Months Ended
Apr. 30, 2020
USD ($)
Available-For-Sale Securities  
Fair value $ 15,030
Minimum  
Available For Sale Securities  
Maturity period of available-for-sale securities 1 year
Maximum  
Available For Sale Securities  
Maturity period of available-for-sale securities 16 years
v3.20.1
Accumulated Other Comprehensive Loss (Details) - USD ($)
$ in Thousands
12 Months Ended
Apr. 30, 2020
Apr. 30, 2019
Apr. 30, 2018
Accumulated other comprehensive loss      
Balance, net of $0 deferred taxes, as of April 30, 2019 $ 2    
Balance, net of $0 deferred taxes, as of January 25, 2020 328 $ 2  
Unrealized gain, tax portion 14 51 $ 25
Available-For-Sale Securities.      
Accumulated other comprehensive loss      
Unrealized gains, net of $51 of taxes 50    
Balance, net of $0 deferred taxes, as of January 25, 2020 50    
Foreign Currency Translation Adjustments      
Accumulated other comprehensive loss      
Balance, net of $0 deferred taxes, as of April 30, 2019 2    
Change in foreign currency translation adjustments, net of $0 taxes 276    
Balance, net of $0 deferred taxes, as of January 25, 2020 278 2  
Accumulated Other Comprehensive Income      
Accumulated other comprehensive loss      
Balance, net of $0 deferred taxes, as of April 30, 2019 2    
Change in foreign currency translation adjustments, net of $0 taxes 276    
Unrealized gains, net of $51 of taxes 50    
Balance, net of $0 deferred taxes, as of January 25, 2020 $ 328 $ 2  
v3.20.1
Business Acquisitions (Details)
9 Months Ended 12 Months Ended
Feb. 26, 2020
USD ($)
Jun. 10, 2018
USD ($)
item
Feb. 01, 2017
USD ($)
Jan. 25, 2020
USD ($)
Apr. 30, 2020
USD ($)
Apr. 30, 2019
USD ($)
Apr. 30, 2018
USD ($)
Jun. 10, 2019
Business Acquisitions                
Ownership interest acquired               100.00%
Business Combinations, Assets Acquired and Liabilities Assumed at Acquisition Date                
Goodwill         $ 6,340,000      
Supplemental Pro forma Information                
Amortization of Intangible Assets         2,822,000 $ 357,000 $ 296,000  
Altoy                
Business Acquisitions                
Amount of retention to cover post closing indemnification claims     $ 250,000          
Amount of holdback     1,250,000          
Business Combinations, Assets Acquired and Liabilities Assumed at Acquisition Date                
Inventory     334,000          
Goodwill     6,340,000          
Other assets and liabilities assumed     (614,000)          
Total net identified assets acquired     21,880,000          
Fair value of consideration transferred:                
Cash     18,677,000          
Holdback     1,250,000          
Retention     250,000          
Contingent consideration     1,703,000          
Cash consideration received     21,880,000          
Supplemental Pro forma Information                
Revenue         367,523,000 316,878,000    
Net income attributable to AeroVironment         41,481,000 $ 43,204,000    
Altoy | In process research and development                
Business Combinations, Assets Acquired and Liabilities Assumed at Acquisition Date                
Intangible assets     550,000          
Altoy | Non-compete agreements                
Business Combinations, Assets Acquired and Liabilities Assumed at Acquisition Date                
Intangible assets     320,000          
Altoy | Customer relationships                
Business Combinations, Assets Acquired and Liabilities Assumed at Acquisition Date                
Intangible assets     $ 14,950,000          
Pulse Aerospace, LLC                
Business Acquisitions                
Ownership interest acquired   100.00%            
Amount of cash less closing indebtedness and transaction costs   $ 20,650,000            
Amount of retention to cover post closing indemnification claims   250,000            
Amount of holdback   $ 1,250,000            
Number of months after closing holdback will be paid   18 months            
Number of research and development milestones | item   2            
Each milestone achievement $ 2,500,000              
Total milestone achievement   $ 5,000,000            
Contingent consideration paid   1,703,000     2,500,000      
Fair value of consideration transferred:                
Holdback   1,250,000            
Retention   $ 250,000            
Supplemental Pro forma Information                
Revenue         6,607,000      
Amortization of Intangible Assets         2,461,000      
Pulse Aerospace, LLC | Discount rate                
Business Acquisitions                
Measurement input   4.5            
Pulse Aerospace, LLC | SG&A                
Business Acquisitions                
Business acquisitions gain       $ 832,000 $ 832,000      
Pulse Aerospace, LLC | Minimum                
Business Acquisitions                
Each milestone achievement   $ 0            
Pulse Aerospace, LLC | Maximum                
Business Acquisitions                
Each milestone achievement   $ 2,500,000            
Fair value of consideration transferred:                
Cash       $ 5,000,000        
v3.20.1
Inventories, net (Details) - USD ($)
$ in Thousands
12 Months Ended
Apr. 30, 2020
Apr. 30, 2019
Apr. 30, 2018
Inventories, net      
Raw materials $ 15,988 $ 16,792  
Work in process 10,340 19,162  
Finished goods 29,439 25,926  
Inventories, gross 55,767 61,880  
Reserve for inventory excess and obsolescence (10,232) (7,824)  
Inventories, net 45,535 54,056  
Inventory reserve charge 5,377 $ 5,054 $ 2,758
UAS Quantix Solution      
Inventories, net      
Inventory reserve charge $ 2,600    
v3.20.1
Organization and Significant Accounting Policies - Pulse Aerospace, LLC (Details)
Jun. 10, 2019
Organization and Significant Accounting Policies  
Ownership interest acquired 100.00%
v3.20.1
Income Taxes (Tables)
12 Months Ended
Apr. 30, 2020
Income Taxes  
Schedule of components of income before income taxes

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

    

Year Ended April 30,

 

2020

2019

2018

 

Domestic

$

52,730

$

50,644

$

32,651

Foreign

(60)

 

(166)

 

(34)

Income from continuing operations before income taxes

52,670

50,478

32,617

Equity method investment loss

(5,487)

(3,944)

(1,283)

Total income from continuing operations before income taxes

$

47,183

$

46,534

$

31,334

Schedule of reconciliation of income tax expense computed using the U.S. federal statutory rates to actual income tax expense (benefit)

Year Ended April 30,

    

2020

    

2019

    

    

2018

U.S. federal statutory income tax rate

 

21.0

%

21.0

%

30.4

%

State and local income taxes, net of federal benefit

 

(2.1)

(2.2)

(2.2)

R&D and other tax credits

 

(6.8)

(8.1)

(7.0)

Valuation allowance

 

3.4

3.7

4.9

Foreign rate differential

0.1

Return to provision adjustments

0.1

(0.3)

(0.1)

Permanent items

0.7

0.8

(2.7)

Foreign derived intangible income

(3.9)

(3.7)

Excess benefit of equity awards

(1.5)

(3.1)

(4.4)

Tax Act

10.4

Other

 

0.2

1.1

0.6

Effective income tax rate

 

11.1

%

9.2

%  

30.0

%

Schedule of components of the provision (benefit) for income taxes

The components of the provision (benefit) for income taxes are as follows (in thousands):

Year Ended April 30,

 

    

2020

    

2019

    

2018

 

Current:

Federal

$

3,005

$

1,953

$

6,010

State

 

390

 

228

 

900

Foreign

 

3,395

 

2,181

 

6,910

Deferred:

Federal

 

2,063

 

1,945

 

3,272

State

 

421

 

551

 

(330)

Foreign

(31)

(36)

(52)

 

2,453

 

2,460

 

2,890

Total income tax expense

$

5,848

$

4,641

$

9,800

Schedule of components of the Company's deferred income tax assets and liabilities

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

April 30,

 

    

2020

    

2019

 

Deferred income tax assets:

Accrued expenses

$

3,337

$

3,559

Stock based compensation

2,259

1,647

Allowances, reserves, and other

 

1,784

 

1,579

Outside basis difference

2,264

1,150

Unrealized loss on securities

 

9

 

Net operating loss and credit carry-forwards

 

12,832

 

13,208

Intangibles basis

 

605

 

125

Lease liability

2,282

Total deferred income tax assets

 

25,372

 

21,268

Deferred income tax liabilities:

Fixed asset basis

 

(1,218)

 

(425)

Revenue recognition

(3,112)

(2,909)

Right-of-use asset

(1,965)

Total deferred income tax liabilities

 

(6,295)

 

(3,334)

Valuation allowance

 

(14,149)

 

(11,278)

Net deferred tax assets

$

4,928

$

6,656

Summary of activity related to gross unrecognized tax benefits

The following table summarizes the activity related to the Company’s gross unrecognized tax benefits for the years ended April 30, 2020 and 2019 (in thousands):

April 30,

 

    

2020

    

2019

 

Balance as of May 1

$

12,593

$

11,170

Increases related to prior year tax positions

 

62

 

216

Decreases related to prior year tax positions

 

 

Increases related to current year tax positions

 

1,971

 

1,756

Decreases related to lapsing of statute of limitations

 

(279)

 

(549)

Balance as of April 30

$

14,347

$

12,593

v3.20.1
Investments in Companies Accounted for Using the Equity Method (Tables)
12 Months Ended
Apr. 30, 2020
Investments in Companies Accounted for Using the Equity Method  
Summarized financial information of the equity method investments

Summarized financial information of the equity method investments are as follows:

April 30,

    

2020

    

2019

    

(In thousands)

Current assets

$

67,387

$

31,746

Noncurrent assets

 

170,602

 

Current liabilities

 

72,505

 

11,757

Year Ended April 30,

2020

    

2019

    

2018

(In thousands)

Revenues

$

25

$

$

Gross loss

(1,331)

Realized and unrealized losses on investments

(7,028)

Net loss

(85,818)

(63,107)

(25,666)

v3.20.1
Employee Savings Plan (Details) - USD ($)
12 Months Ended
Apr. 30, 2020
Apr. 30, 2019
Apr. 30, 2018
Employee Savings Plan      
Amount of expense in contribution to the plan $ 4,744,000 $ 3,961,000 $ 2,953,000
v3.20.1
Stock-Based Compensation Restricted Stock Awards (Details) - Restricted stock awards
shares in Thousands
12 Months Ended
Apr. 30, 2020
$ / shares
shares
Shares  
Unvested stock at beginning of year (in shares) | shares 226,159
Stock granted (in shares) | shares 131,991
Stock vested (in shares) | shares (143,962)
Stock canceled (in shares) | shares (12,541)
Unvested stock at end of year (in shares) | shares 201,647
Weighted Average Grant Date Fair Value  
Unvested stock at beginning of year (in dollars per share) | $ / shares $ 43.35
Stock granted (in dollars per shares) | $ / shares 52.71
Stock vested (in dollars per shares) | $ / shares 34.03
Stock canceled (in dollars per shares) | $ / shares 47.86
Unvested stock at end of year (in dollars per share) | $ / shares $ 55.84
v3.20.1
Stock-Based Compensation (Details) - USD ($)
12 Months Ended
Apr. 30, 2020
Apr. 25, 2020
Apr. 30, 2019
Apr. 30, 2018
Stock Based Compensation        
Stock based compensation expense $ 6,227,000   $ 6,985,000 $ 4,956,000
Performance based restricted stock units | Maximum        
Stock Based Compensation        
Stock based compensation expense $ 4,263,000      
Restated 2006 Plan        
Stock Based Compensation        
Maximum number of shares that may be granted to one participant during any twelve month period 2,000,000      
Maximum amount that may be paid in cash as a performance-based award to one participant during any twelve month period $ 5,000,000      
Restated 2006 Plan | Maximum        
Stock Based Compensation        
Number of shares authorized to be issued pursuant to awards 4,884,157      
Restated 2006 Plan | Incentive stock options | Minimum        
Stock Based Compensation        
Percentage of the fair market value on date of grant 100.00%      
2002 Plan | Stock options        
Stock Based Compensation        
Exercisable period from grant date 5 years      
Number of awards that may be granted 0      
1992 Plan | Stock options        
Stock Based Compensation        
Exercisable period from grant date 5 years      
Fiscal 2018 LTIP | Performance based restricted stock units        
Stock Based Compensation        
Stock based compensation expense $ 193,000   588,000 $ 269,000
Fiscal 2017 LTIP        
Stock Based Compensation        
Stock based compensation expense   $ 0 $ 0  
v3.20.1
Investments in Companies Accounted for Using the Equity Method (Details)
12 Months Ended
Apr. 30, 2020
USD ($)
Apr. 30, 2019
USD ($)
Apr. 30, 2018
USD ($)
Dec. 04, 2019
JPY (¥)
Dec. 04, 2019
USD ($)
May 11, 2019
May 10, 2019
JPY (¥)
May 10, 2019
USD ($)
Feb. 09, 2019
JPY (¥)
Feb. 09, 2019
USD ($)
Feb. 08, 2019
Jan. 29, 2019
JPY (¥)
Jan. 29, 2019
USD ($)
Apr. 17, 2018
JPY (¥)
Apr. 17, 2018
USD ($)
Dec. 27, 2017
JPY (¥)
Dec. 27, 2017
USD ($)
Equity Method Investments                                  
Equity method investment loss, net of tax $ (5,487,000) $ (3,944,000) $ (1,283,000)                            
Carrying value of investment $ 4,442,000                                
SoftBank                                  
Equity Method Investments                                  
Ownership percentage 93.00%                                
Payments for purchase of interest | ¥                       ¥ 209,500,000          
HAPSMobile                                  
Equity Method Investments                                  
Ownership percentage 7.00%     7.00% 7.00% 5.00% 10.00% 10.00% 10.00% 10.00% 5.00%         5.00% 5.00%
Payments for purchase of interest       ¥ 540,050,000 $ 4,982,000   ¥ 500,000,000 $ 4,569,000       ¥ 209,500,000 $ 1,926,000 ¥ 150,000,000 $ 1,407,000 ¥ 210,000,000 $ 1,860,000
HAPSMobile | Equity method investment loss, net of tax                                  
Equity Method Investments                                  
Equity method investment loss, net of tax $ 4,982,000 3,944,000 $ 1,283,000                            
HAPSMobile | Other assets, long term                                  
Equity Method Investments                                  
Carrying value of investment $ 10,455,000 $ 5,612,000                              
HAPSMobile | SoftBank                                  
Equity Method Investments                                  
Payments for purchase of interest                 ¥ 632,800,000 $ 5,671,000              
v3.20.1
Organization and Significant Accounting Policies - Long-Lived Assets (Details) - USD ($)
3 Months Ended 12 Months Ended
Apr. 30, 2019
Apr. 30, 2020
Apr. 30, 2019
Apr. 30, 2018
Long-Lived Assets        
Impairment loss     $ 4,398,000 $ 255,000
Machinery and equipment | Minimum        
Long-Lived Assets        
Estimated useful life   2 years    
Machinery and equipment | Maximum        
Long-Lived Assets        
Estimated useful life   7 years    
Computer equipment and software | Minimum        
Long-Lived Assets        
Estimated useful life   2 years    
Computer equipment and software | Maximum        
Long-Lived Assets        
Estimated useful life   5 years    
Furniture and fixtures | Minimum        
Long-Lived Assets        
Estimated useful life   3 years    
Furniture and fixtures | Maximum        
Long-Lived Assets        
Estimated useful life   7 years    
UAS Quantix Solution        
Long-Lived Assets        
Impairment loss $ 4,398,000      
v3.20.1
Organization and Significant Accounting Policies - Contract Estimates (Details)
12 Months Ended
Apr. 30, 2020
USD ($)
contract
Apr. 30, 2018
USD ($)
Material adjustment to any one contract $ 0  
Number of active contracts | contract 1  
Revision of estimate of total costs required to complete the contracts | Cumulative catch-up adjustment    
Amount of revised aggregate impact of adjustments in contract estimates on revenue related to performance obligations satisfied or partially satisfied in previous periods   $ 1,255,000
Revision of estimate of total costs required to complete the contracts | Cumulative catch-up adjustment | Design and development agreement    
Amount of aggregate impact of adjustments in contract estimates on revenue related to performance obligations satisfied or partially satisfied in previous periods $ 1,099,000  
Revision of estimate of total costs required to complete the contracts | Cumulative catch-up adjustment | TMS contract    
Amount of aggregate impact of adjustments in contract estimates on revenue related to performance obligations satisfied or partially satisfied in previous periods $ (1,403,000)  
v3.20.1
Discontinued Operations (Details)
12 Months Ended
Feb. 22, 2019
USD ($)
Jun. 29, 2018
USD ($)
Apr. 30, 2021
USD ($)
Apr. 30, 2020
USD ($)
contract
Apr. 30, 2019
USD ($)
Apr. 30, 2018
USD ($)
Discontinued operations            
Amount of alleged damages $ 6,500,000          
Statement of operations            
Net loss from discontinued operations         $ (2,964,000) $ (3,887,000)
(Loss) gain on sale of business, net of tax (benefit) expense of $(76) and $2,444 for the year ended April 30, 2020 and April 30, 2019, respectively       $ (265,000) 8,490,000  
Tax expense       (76,000) 2,444,000  
Net (loss) income from discontinued operations       (265,000) 5,526,000 (3,887,000)
EES Business | Disposed of by sale            
Discontinued operations            
Cash consideration received   $ 31,994,000        
Gain on sale of business   11,420,000     (486,000)  
Working capital dispute   $ 922,000        
EES Business | Disposed of by sale | Other income (expense)            
Statement of operations            
Net Sales       551,000 2,758,000  
EES Business | Discontinued Operations            
Statement of operations            
Net Sales         4,256,000 38,411,000
Cost of sales         5,097,000 33,384,000
Gross margin         (841,000) 5,027,000
Selling, general and administrative         1,515,000 7,825,000
Research and development         1,072,000 3,526,000
Other (expense), net         (1,000) (27,000)
Loss from discontinued operations before income taxes         (3,427,000) (6,351,000)
Benefit for income taxes         (463,000) (2,464,000)
Net loss from discontinued operations         (2,964,000) (3,887,000)
(Loss) gain on sale of business, net of tax (benefit) expense of $(76) and $2,444 for the year ended April 30, 2020 and April 30, 2019, respectively     $ (265,000)   8,490,000  
Tax expense       (76,000) 2,444,000  
Net (loss) income from discontinued operations     $ (265,000)   $ 5,526,000 $ (3,887,000)
Holdback | Disposed of by sale            
Discontinued operations            
Cash consideration received       $ 6,500,000    
Number of remaining contracts | contract       2    
v3.20.1
Intangibles (Tables)
12 Months Ended
Apr. 30, 2020
Intangibles  
Schedule of components of intangibles

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

April 30,

April 30,

    

2020

    

2019

Technology

$

14,950

$

-

Licenses

1,006

1,006

Customer relationships

873

733

In-process research and development

550

-

Non-compete agreements

320

-

Trademarks and tradenames

68

28

Other

3

3

Intangibles, gross

17,770

1,770

Less accumulated amortization

 

(4,133)

 

(1,311)

Intangibles, net

$

13,637

$

459

Schedule of estimated amortization expense for the next five years

    

Year ending

 

April 30,

 

2021

$

2,792

2022

 

2,829

2023

 

2,688

2024

 

2,629

2025

 

2,492

$

13,430

v3.20.1
Discontinued Operations (Tables)
12 Months Ended
Apr. 30, 2020
Discontinued Operations.  
Schedule of statements of operations data for the EES Business

Year Ended April 30,

2020

2019

2018

Net sales

$

$

4,256

$

38,411

Cost of sales

 

 

5,097

 

33,384

Gross margin

 

 

(841)

 

5,027

Selling, general and administrative

 

 

1,515

 

7,825

Research and development

 

 

1,072

 

3,526

Other income, net

1

(27)

Loss from discontinued operations before income taxes

 

 

(3,427)

 

(6,351)

Benefit for income taxes

(463)

(2,464)

Net loss from discontinued operations

$

$

(2,964)

$

(3,887)

(Loss) gain on sale of business, net of tax (benefit) expense of $(76) and $2,444 for the year ended April 30, 2020 and April 30, 2019, respectively

(265)

8,490

Net (loss) income from discontinued operations

$

(265)

$

5,526

$

(3,887)

v3.20.1
Geographic Information
12 Months Ended
Apr. 30, 2020
Geographic Information  
Geographic Information

20.          Geographic Information

Sales to non-U.S. customers, including U.S. government foreign military sales in which an end user is a foreign government, accounted for 45%, 52% and 47% of revenue for each of the fiscal years ended April 30, 2020, 2019 and 2018, respectively.

v3.20.1
Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Apr. 30, 2020
Apr. 30, 2019
Consolidated Balance Sheets    
Accounts receivable, allowance for doubtful accounts (in dollars) $ 1,190 $ 1,041
Due from Related Parties $ 15,779 $ 9,028
Preferred stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Preferred stock, Authorized shares 10,000,000 10,000,000
Preferred stock, issued shares 0 0
Preferred stock, outstanding shares 0 0
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Common stock, Authorized shares 100,000,000 100,000,000
Common stock, Issued shares 24,063,639 23,946,293
Common stock, outstanding shares 24,063,639 23,946,293
v3.20.1
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($)
$ in Thousands
12 Months Ended
Apr. 30, 2020
Apr. 30, 2019
Apr. 30, 2018
Consolidated Statements of Comprehensive Income      
Unrealized gain on investments, net of deferred tax expense $ 14 $ 51 $ 25
v3.20.1
Investments
12 Months Ended
Apr. 30, 2020
Investments  
Investments

3.           Investments

Investments consist of the following:

April 30,

 

2020

    

2019

(In thousands)

Short-term investments:

Held-to-maturity securities:

Municipal securities

$

$

5,332

U.S. government securities

63,205

Corporate bonds

 

 

81,950

Total held-to-maturity investments

150,487

Available-for-sale securities:

Municipal securities

5,244

U.S. government securities

33,771

Corporate bonds

8,492

Total available-for-sale investments

47,507

Total short-term investments

$

47,507

$

150,487

Long-term investments:

Held-to-maturity securities:

U.S. government securities

$

$

7,404

Corporate bonds

 

 

1,982

Total held-to-maturity investments

 

 

9,386

Available-for-sale securities:

Municipal securities

1,592

U.S. government securities

8,996

Total available-for-sale investments

 

10,588

 

Equity method investments

Investment in limited partnership fund

 

4,442

 

Total equity method investments

 

4,442

 

Total long-term investments

$

15,030

$

9,386

Held-To-Maturity Securities

As of April 30, 2019, the balance of held-to-maturity securities consisted of state and local government municipal securities, U.S. government securities, U.S. government agency securities, and corporate bonds. Interest earned from these investments is recorded in interest income. During the three months ended April 30, 2020, in consideration of the impact of the COVID-19 pandemic, the Company made the strategic decision to sell a significant portion of its corporate and municipal held-to-maturity securities and invested the proceeds in cash and cash equivalents and U.S. government and U.S. government agency securities. As such the investments were transferred from held-to-maturity classification to available-for-sale classification. Prior to the three months ended April 30, 2020, the Company had the intent and ability to hold its investments classified as held-to-maturity to their maturity dates. The net carrying

amount and net unrealized gains of held to maturity securities transferred to available-for-sale securities or cash equivalents at the time of transfer are as follows (in thousands):

    

    

Net

Carrying

Unrealized

Amount

Gains

Municipal securities

$

23,706

$

34

U.S. government securities

41,465

38

Corporate bonds

85,679

73

Certificate of deposits

1,017

5

Total held-to-maturity investments

$

151,867

$

150

The Company held no held-to maturity securities at April 30, 2020. The amortized cost, gross unrealized losses, and estimated fair value of the held-to-maturity securities as of April 30, 2019 are as follows (in thousands):

Gross

Gross

Amortized

Unrealized

Unrealized

Fair

 

Cost

    

Gains

Losses

    

Value

 

Municipal securities

 

$

5,332

$

2

$

(1)

$

5,333

U.S. government securities

 

70,609

78

(52)

70,635

Corporate bonds

 

83,932

20

(5)

83,947

Total held-to-maturity investments

 

$

159,873

 

$

100

$

(58)

 

$

159,915

Available-For-Sale Securities

As of April 30, 2020, the balance of available-for-sale securities consisted of state and local government municipal securities, U.S. government securities, U.S. government agency securities, and investment grade corporate bonds. Interest earned from these investments is recorded in interest income. Realized gains on sales of these investments on the basis of specific identification is recorded in interest income.

The Company held no available-for-sale securities at April 30, 2019. The following table is a summary of the activity related to the available-for-sale investments recorded in short-term and long-term investments (in thousands):

April 30, 2020

    

    

Gross

    

Gross

    

Amortized

Unrealized

Unrealized

Fair

Cost

Gains

Losses

Value

Municipal securities

$

6,807

$

29

$

$

6,836

U.S. government securities

42,730

41

(4)

42,767

Corporate bonds

8,495

(3)

8,492

Total held-to-maturity investments

$

58,032

$

70

$

(7)

$

58,095

The amortized cost and fair value of the Company’s available-for-sale securities by contractual maturity at

April 30, 2020, are as follows:

    

Cost

    

Fair Value

 

Due within one year

$

47,457

$

47,507

Due after one year through five years

 

10,575

 

10,588

Total

$

58,032

$

58,095

Auction Rate Securities

As of April 30, 2018, the balance of available-for-sale auction rate securities consisted of two investment grade auction rate municipal bonds with maturities ranging from 1 to 16 years. These investments have characteristics similar to short term investments. During the three months ended July 28, 2018, the remaining investment grade auction rate municipal bonds were redeemed at par value.

v3.20.1
Property and Equipment, net
12 Months Ended
Apr. 30, 2020
Property and Equipment, net  
Property and Equipment, net

7.           Property and Equipment, net

Property and equipment, net consist of the following:

April 30,

 

    

2020

    

2019

 

(In thousands)

 

Leasehold improvements

$

16,387

$

12,324

Machinery and equipment

 

46,519

 

40,432

Furniture and fixtures

 

3,031

 

2,145

Computer equipment and software

 

33,242

 

35,056

Construction in process

 

2,508

 

2,411

Property and equipment, gross

 

101,687

 

92,368

Less accumulated depreciation and amortization

 

(79,993)

 

(75,463)

Property and equipment, net

$

21,694

$

16,905

During the three months ended April 30, 2019, the Company determined that the continued less than forecasted sales of its Quantix commercial UAS solution, which launched during the fourth quarter of fiscal year 2018, was an indicator that the long-lived assets of this asset group may not be recoverable. As a result, the company performed an analysis and concluded that the projected undiscounted cash flows were less than the carrying value of the asset group (Step 1). As a result, the Company performed additional analysis to determine the amount of the impairment loss (Step 2) and recorded an impairment loss totaling $4,398,000 related to the long-lived assets of the commercial UAS Quantix solution, which is included in selling, general and administrative expense on the consolidated statements of income. The fair value of the asset group was determined based on a discounted cash flow model reflective of the Company’s revised cash flow estimates.

Depreciation expense for the years ended April 30, 2020, 2019 and 2018 was $7,066,000, $7,311,000 and $5,676,000, respectively.

v3.20.1
Leases (Details)
12 Months Ended
Apr. 30, 2020
Leases  
Option to extend period (in years) 10 years
Option to terminate period (in years) 2 years
Minimum  
Leases  
Remaining lease terms (in years) 1 year
Maximum  
Leases  
Remaining lease terms (in years) 6 years
Option to extend period (in years) 10 years
v3.20.1
Long-Term Incentive Awards (Details) - USD ($)
3 Months Ended 12 Months Ended
Jul. 31, 2020
Jul. 27, 2019
Jul. 28, 2018
Apr. 30, 2017
Apr. 30, 2020
Apr. 25, 2020
Apr. 30, 2019
Apr. 30, 2018
Stock Based Compensation                
Stock based compensation expense         $ 6,227,000   $ 6,985,000 $ 4,956,000
Performance based restricted stock units | 100% Vested                
Stock Based Compensation                
Vesting (as a percentage)         100.00%      
Performance based restricted stock units | 50% Vested                
Stock Based Compensation                
Vesting (as a percentage)         50.00%      
Performance based restricted stock units | 200% Vested                
Stock Based Compensation                
Vesting (as a percentage)         200.00%      
Performance based restricted stock units | Maximum                
Stock Based Compensation                
Stock based compensation expense         $ 4,263,000      
LTIP                
Stock Based Compensation                
Stock based compensation expense         2,657,000   1,889,000  
Fiscal 2020 LTIP                
Stock Based Compensation                
Stock based compensation expense         649,000      
Fiscal 2019 LTIP | Performance based restricted stock units                
Stock Based Compensation                
Stock based compensation expense         386,000   572,000  
Fiscal 2019 LTIP | Performance based restricted stock units | 100% Vested                
Stock Based Compensation                
Vesting (as a percentage)     100.00%          
Fiscal 2019 LTIP | Performance based restricted stock units | 50% Vested                
Stock Based Compensation                
Vesting (as a percentage)     50.00%          
Fiscal 2019 LTIP | Performance based restricted stock units | 200% Vested                
Stock Based Compensation                
Vesting (as a percentage)     200.00%          
Fiscal 2019 LTIP | Performance based restricted stock units | Maximum                
Stock Based Compensation                
Stock based compensation expense         2,478,000      
Fiscal 2018 LTIP                
Stock Based Compensation                
Issue of fully-vested shares of common stock to settle   14,814            
Fiscal 2018 LTIP | Performance based restricted stock units                
Stock Based Compensation                
Stock based compensation expense         $ 193,000   588,000 $ 269,000
Issue of fully-vested shares of common stock to settle 27,356              
Fiscal 2018 LTIP | Performance based restricted stock units | 100% Vested                
Stock Based Compensation                
Vesting (as a percentage)       100.00%        
Fiscal 2018 LTIP | Performance based restricted stock units | 50% Vested                
Stock Based Compensation                
Vesting (as a percentage)       50.00%        
Fiscal 2018 LTIP | Performance based restricted stock units | 200% Vested                
Stock Based Compensation                
Vesting (as a percentage)       200.00%        
Fiscal 2017 LTIP                
Stock Based Compensation                
Stock based compensation expense           $ 0 $ 0  
v3.20.1
Stock-Based Compensation Stock Option Plans (Details) - USD ($)
$ / shares in Units, $ in Thousands
12 Months Ended
Apr. 30, 2020
Apr. 30, 2019
Apr. 30, 2018
Shares      
Options granted (in shares) 0 0 0
Stock options      
Intrinsic value of options      
Intrinsic value of options exercised $ 833 $ 371 $ 2,407
Intrinsic value of options outstanding 11,779 15,569  
Intrinsic value of exercisable options $ 11,242 $ 13,950  
Restated 2006 Plan | Stock options      
Shares      
Outstanding at the beginning of the year (in shares) 337,026 339,026 446,624
Options exercised (in shares) (3,000) (2,000) (107,598)
Outstanding at the end of the year (in shares) 334,026 337,026 339,026
Options exercisable (in shares) 318,026    
Weighted Average Exercise Price      
Outstanding at the beginning of the year (in dollars per share) $ 25.25 $ 25.29 $ 24.93
Options exercised (in dollars per share) 31.15 32.19 23.80
Outstanding at the end of the year (in dollars per share) 25.19 $ 25.25 $ 25.29
Options exercisable (in dollars per share) $ 25.12    
1992 Plan | Stock options      
Shares      
Outstanding at the beginning of the year (in shares) 14,302 18,302 43,415
Options exercised (in shares) (13,189) (4,000) (25,113)
Outstanding at the end of the year (in shares) 1,113 14,302 18,302
Options exercisable (in shares) 1,113    
Weighted Average Exercise Price      
Outstanding at the beginning of the year (in dollars per share) $ 0.59 $ 0.59 $ 0.59
Options exercised (in dollars per share) 0.59 0.59 0.59
Outstanding at the end of the year (in dollars per share) 0.59 $ 0.59 $ 0.59
Options exercisable (in dollars per share) $ 0.59    
v3.20.1
Investments in Companies Accounted for Using the Equity Method - Investment in Limited Partnership Fund (Details) - USD ($)
$ in Thousands
1 Months Ended 12 Months Ended
Jul. 31, 2019
Apr. 30, 2020
Apr. 30, 2019
Apr. 30, 2018
Equity Method Investments        
Equity method investment loss, net of tax   $ (5,487) $ (3,944) $ (1,283)
Provision for income taxes   5,848 4,641 9,800
Carrying value of investment   4,442    
Limited Partnership Fund        
Equity Method Investments        
Capital contributions $ 5,000      
Equity method investment loss, net of tax 394      
Provision for income taxes 111      
Summarized financial information of the equity method investments        
Current assets   67,387 31,746  
Noncurrent assets   170,602    
Current liabilities   72,505 11,757  
Revenue   25    
Gross loss   (1,331)    
Realized and unrealized losses on investments   (7,028)    
Net loss   $ (85,818) $ (63,107) $ (25,666)
Limited Partnership Fund | Long term investments        
Equity Method Investments        
Carrying value of investment $ 4,442      
v3.20.1
Organization and Significant Accounting Policies - Recently Adopted Accounting Standards (Details)
$ in Thousands
May 01, 2019
USD ($)
Leases  
Lease, Practical Expedient, Use of Hindsight [true false] true
Lease, Practical Expedient, Lessor Single Lease Component [true false] true
ASU 2018-09  
Leases  
Retained earnings, continuing operations $ 665
v3.20.1
Organization and Significant Accounting Policies - Accounts Receivable (Details) - USD ($)
$ in Thousands
Apr. 30, 2020
Apr. 30, 2019
Accounts Receivable , Unbilled Receivables and Retentions    
Retentions $ 717 $ 1,102
v3.20.1
Organization and Significant Accounting Policies - Performance Obligations (Details)
$ in Thousands
Apr. 30, 2020
USD ($)
Organization and Significant Accounting Policies  
Remaining performance obligations $ 208,063
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-30  
Organization and Significant Accounting Policies  
Remaining performance obligations (as a percentage) 96.00%
Performance Obligations  
Year of performance obligations 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-30  
Organization and Significant Accounting Policies  
Remaining performance obligations (as a percentage) 4.00%
Performance Obligations  
Year of performance obligations 1 year
v3.20.1
Investments (Tables)
12 Months Ended
Apr. 30, 2020
Investments  
Schedule of investments

April 30,

 

2020

    

2019

(In thousands)

Short-term investments:

Held-to-maturity securities:

Municipal securities

$

$

5,332

U.S. government securities

63,205

Corporate bonds

 

 

81,950

Total held-to-maturity investments

150,487

Available-for-sale securities:

Municipal securities

5,244

U.S. government securities

33,771

Corporate bonds

8,492

Total available-for-sale investments

47,507

Total short-term investments

$

47,507

$

150,487

Long-term investments:

Held-to-maturity securities:

U.S. government securities

$

$

7,404

Corporate bonds

 

 

1,982

Total held-to-maturity investments

 

 

9,386

Available-for-sale securities:

Municipal securities

1,592

U.S. government securities

8,996

Total available-for-sale investments

 

10,588

 

Equity method investments

Investment in limited partnership fund

 

4,442

 

Total equity method investments

 

4,442

 

Total long-term investments

$

15,030

$

9,386

Schedule of activity related to available-for-sale investments recorded in short-term and long-term investments

April 30, 2020

    

    

Gross

    

Gross

    

Amortized

Unrealized

Unrealized

Fair

Cost

Gains

Losses

Value

Municipal securities

$

6,807

$

29

$

$

6,836

U.S. government securities

42,730

41

(4)

42,767

Corporate bonds

8,495

(3)

8,492

Total held-to-maturity investments

$

58,032

$

70

$

(7)

$

58,095

Schedule of amortized cost, gross unrealized gains, gross unrealized losses, and estimated fair value of available-for-sale investments

April 30, 2020, are as follows:

    

Cost

    

Fair Value

 

Due within one year

$

47,457

$

47,507

Due after one year through five years

 

10,575

 

10,588

Total

$

58,032

$

58,095

Held to maturity securities  
Investments  
Schedule of amortized cost, gross unrealized gains, gross unrealized losses, and estimated fair value of held-to-maturity investments

    

    

Net

Carrying

Unrealized

Amount

Gains

Municipal securities

$

23,706

$

34

U.S. government securities

41,465

38

Corporate bonds

85,679

73

Certificate of deposits

1,017

5

Total held-to-maturity investments

$

151,867

$

150

The Company held no held-to maturity securities at April 30, 2020. The amortized cost, gross unrealized losses, and estimated fair value of the held-to-maturity securities as of April 30, 2019 are as follows (in thousands):

Gross

Gross

Amortized

Unrealized

Unrealized

Fair

 

Cost

    

Gains

Losses

    

Value

 

Municipal securities

 

$

5,332

$

2

$

(1)

$

5,333

U.S. government securities

 

70,609

78

(52)

70,635

Corporate bonds

 

83,932

20

(5)

83,947

Total held-to-maturity investments

 

$

159,873

 

$

100

$

(58)

 

$

159,915

Schedule of amortized cost and fair value by contractual maturity

Gross

Gross

Amortized

Unrealized

Unrealized

Fair

 

Cost

    

Gains

Losses

    

Value

 

Municipal securities

 

$

5,332

$

2

$

(1)

$

5,333

U.S. government securities

 

70,609

78

(52)

70,635

Corporate bonds

 

83,932

20

(5)

83,947

Total held-to-maturity investments

 

$

159,873

 

$

100

$

(58)

 

$

159,915

v3.20.1
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
12 Months Ended
Apr. 30, 2020
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS  
Schedule of Valuation and Qualifying Accounts Disclosure [Text Block]

SUPPLEMENTARY DATA

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

Additions

 

    

Balance at

    

Charged to

    

Charged to

    

    

Balance at

 

Beginning

Costs and

Other

End of

 

Description

of Period

Expenses

Accounts

Deductions

Period

 

(In thousands)

 

Allowance for doubtful accounts for the year ended April 30:

2018

$

104

$

976

$

$

$

1,080

2019

$

1,080

$

198

$

$

(237)

$

1,041

2020

$

1,041

$

219

$

$

(70)

$

1,190

Warranty reserve for the year ended April 30:

2018

$

1,947

$

1,884

$

$

(1,741)

$

2,090

2019

$

2,090

$

702

$

$

(1,088)

$

1,704

2020

$

1,704

$

2,069

$

$

(1,758)

$

2,015

Reserve for inventory excess and obsolescence for the year ended April 30:

2018

$

2,756

$

2,758

$

$

(1,561)

$

3,953

2019

$

3,953

$

5,054

$

$

(1,183)

$

7,824

2020

$

7,824

$

5,377

$

$

(2,969)

$

10,232

Reserve for self-insured medical claims for the year ended April 30:

2018

$

1,133

$

9,100

$

$

(9,230)

$

1,003

2019

$

1,003

$

10,808

$

$

(10,867)

$

944

2020

$

944

$

13,031

$

$

(13,222)

$

753

v3.20.1
Property and Equipment, net (Tables)
12 Months Ended
Apr. 30, 2020
Property and Equipment, net  
Schedule of property and equipment

April 30,

 

    

2020

    

2019

 

(In thousands)

 

Leasehold improvements

$

16,387

$

12,324

Machinery and equipment

 

46,519

 

40,432

Furniture and fixtures

 

3,031

 

2,145

Computer equipment and software

 

33,242

 

35,056

Construction in process

 

2,508

 

2,411

Property and equipment, gross

 

101,687

 

92,368

Less accumulated depreciation and amortization

 

(79,993)

 

(75,463)

Property and equipment, net

$

21,694

$

16,905

v3.20.1
Discontinued Operations
12 Months Ended
Apr. 30, 2020
Discontinued Operations.  
Discontinued Operations

2.           Discontinued Operations

On June 29, 2018, the Company completed the sale of the EES Business to Webasto. In accordance with the terms of the 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 and has been recorded in gain on sale of business, net of tax in the consolidated statements of income. During the year ended April 30, 2019, the Company recorded a reduction to the gain resulting from a working capital adjustment of $486,000. During the year ended April 30, 2020, the Company and Webasto engaged an independent accounting firm to resolve a working capital dispute with a maximum exposure of $922,000 pursuant to the terms of the Purchase Agreement. In June 2020, the independent accounting firm determined the final adjustment to the working capital dispute to be $341,000 which has been recorded net of tax as discontinued operations in the consolidated statements of income.

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 April 30, 2020. The Company’s satisfaction of the requirements for the payment of the Holdback is currently 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 provide certain consents to contract assignments and related to a previously announced product 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. On August 16, 2019, the Company filed a counterclaim against Webasto seeking payment of the Holdback and declaratory relief regarding Webasto’s cancellation of an assigned contract. The Company believes that the allegations are generally meritless and is mounting a vigorous defense.

During the three months ended October 27, 2018, Webasto filed a recall report with the 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 facts giving rise to the recall. Under the terms of the Purchase Agreement, the Company may be responsible for certain costs of such recall of named products the Company manufactured, sold or serviced prior to the closing of the sale of the EES Business. On August 14, 2019, Benchmark Electronics, Inc. (“Benchmark”), the company that assembled the products subject to the recall, served a demand for arbitration to the Company and Webasto, and a third-party part supplier pursuant to its contracts with the Company and Webasto, respectively. The Company filed a responsive pleading in the Benchmark arbitration on October 29, 2019, consisting of a general denial, affirmative defenses, and a reservation of the right to file counter-claims at a later date. Webasto challenged the validity of the Benchmark arbitration by filing an action in New York Superior Court. In December 2019, Webasto and Benchmark reached a settlement of their disputed claims. Benchmark withdrew its Notice of Arbitration against Webasto and the Company, but reserved its right to pursue indemnity claims against suppliers. The recall remains a significant part of the Webasto lawsuit.

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 TSA was $551,000 and $2,758,000 and has been recorded in other income, net in the consolidated statements of income for the fiscal years ended April 30, 2020 and 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 the Company’s operations. Therefore, the results of operations of the

EES Business are reported as discontinued operations for all periods presented. The table below presents the statements of income data for the EES Business (in thousands).

Year Ended April 30,

2020

2019

2018

Net sales

$

$

4,256

$

38,411

Cost of sales

 

 

5,097

 

33,384

Gross margin

 

 

(841)

 

5,027

Selling, general and administrative

 

 

1,515

 

7,825

Research and development

 

 

1,072

 

3,526

Other income, net

1

(27)

Loss from discontinued operations before income taxes

 

 

(3,427)

 

(6,351)

Benefit for income taxes

(463)

(2,464)

Net loss from discontinued operations

$

$

(2,964)

$

(3,887)

(Loss) gain on sale of business, net of tax (benefit) expense of $(76) and $2,444 for the year ended April 30, 2020 and April 30, 2019, respectively

(265)

8,490

Net (loss) income from discontinued operations

$

(265)

$

5,526

$

(3,887)

v3.20.1
Intangibles
12 Months Ended
Apr. 30, 2020
Intangibles  
Intangibles

6.           Intangibles

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

April 30,

April 30,

    

2020

    

2019

Technology

$

14,950

$

-

Licenses

1,006

1,006

Customer relationships

873

733

In-process research and development

550

-

Non-compete agreements

320

-

Trademarks and tradenames

68

28

Other

3

3

Intangibles, gross

17,770

1,770

Less accumulated amortization

 

(4,133)

 

(1,311)

Intangibles, net

$

13,637

$

459

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 political situation within Turkey and the increased uncertainty in the relations between the U.S. and Turkey during the fiscal year ended April 30, 2018, 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 an 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 income. The fair value of the Altoy asset group was determined based on a discounted cash flow model reflective of the revised cash flow estimates.

The weighted average amortization period at April 30, 2020 and 2019 was four years and one year, respectively. Amortization expense for the years ended April 30, 2020, 2019 and 2018 was $2,822,000, $357,000 and $296,000, respectively.

Technology, in-process research and development, customer relationships, trademarks and tradenames, and non-compete agreements were recognized in conjunction with the Company’s acquisition of Pulse on June 10, 2019. Refer to Note 19 - Business Combinations for further details.

Estimated amortization expense for the next five years is as follows (in thousands):

    

Year ending

 

April 30,

 

2021

$

2,792

2022

 

2,829

2023

 

2,688

2024

 

2,629

2025

 

2,492

$

13,430

v3.20.1
Consolidated Balance Sheets - USD ($)
$ in Thousands
Apr. 30, 2020
Apr. 30, 2019
Current assets:    
Cash and cash equivalents $ 255,142 $ 172,708
Held-to-maturity short-term investments   150,487
Available-for-sale short-term investments 47,507  
Accounts receivable, net of allowance for doubtful accounts of $1,190 at April 30, 2020 and $1,041 at April 30, 2019 73,660 31,051
Unbilled receivables and retentions (inclusive of related party unbilled receivables of $15,779 at April 30, 2020 and $9,028 at April 30, 2019) 75,837 53,047
Inventories 45,535 54,056
Prepaid expenses and other current assets 6,246 7,418
Income taxes receivable   821
Total current assets 503,927 469,588
Held-to-maturity long-term investments   9,386
Available-for-sale long-term investments 15,030  
Property and equipment, net 21,694 16,905
Operating lease right-of-use assets 8,793  
Deferred income taxes 4,928 6,685
Intangibles, net 13,637 459
Goodwill 6,340  
Other assets 10,605 5,821
Total assets 584,954 508,844
Current liabilities:    
Accounts payable 19,859 15,972
Wages and related accruals 23,972 18,507
Customer advances 7,899 2,962
Current operating lease liabilities 3,380  
Income taxes payable 1,065  
Other current liabilities 10,778 7,425
Total current liabilities 66,953 44,866
Deferred rent   1,173
Non-current operating lease liabilities 6,833  
Other non-current liabilities 250 150
Deferred tax liability   29
Liability for uncertain tax positions 1,017 51
Commitments and contingencies
Stockholders' equity:    
Authorized shares-10,000,000; none issued or outstanding at April 30, 2020 and April 30, 2019
Issued and outstanding shares-24,063,639 shares at April 30, 2020 and 23,946,293 shares at April 30, 2019 2 2
Additional paid-in capital 181,481 176,216
Accumulated other comprehensive income 328 2
Retained earnings 328,090 286,351
Total AeroVironment, Inc. stockholders' equity 509,901 462,571
Noncontrolling interest   4
Total equity 509,901 462,575
Total liabilities and stockholders' equity $ 584,954 $ 508,844
v3.20.1
Consolidated Statements of Comprehensive Income - USD ($)
$ in Thousands
12 Months Ended
Apr. 30, 2020
Apr. 30, 2019
Apr. 30, 2018
Consolidated Statements of Comprehensive Income      
Net income $ 41,070 $ 47,419 $ 17,647
Other comprehensive income:      
Change in foreign currency translation adjustments 276 (34) 36
Unrealized gain on investments, net of deferred tax expense of $14, $51 and $25 for the fiscal years ended 2020, 2019 and 2018, respectively 50 57 70
Total comprehensive income 41,396 47,442 17,753
Net loss attributable to noncontrolling interest 4 19 216
Comprehensive income attributable to AeroVironment, Inc. $ 41,400 $ 47,461 $ 17,969
v3.20.1
Commitments and Contingencies
12 Months Ended
Apr. 30, 2020
Legal Settlements  
Commitments and Contingencies

18.          Commitments and Contingencies

Commitments

The Company’s operations are conducted in leased facilities. Refer to Note 11—Leases for additional information.

Contingencies

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

At April 30, 2020 and 2019, the Company had outstanding letters of credit totaling $2,716,000 and $7,079,000, respectively.

Contract Cost Audits

Payments to the Company on government cost reimbursable contracts are based on provisional, or estimated indirect rates, which are subject to an annual audit by the Defense Contract Audit Agency (“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 audits. However, the Company can provide no assurance that the DCAA or other government audits will not result in material disallowances for incurred costs in the future.

The Company’s revenue recognition policy calls for revenue recognized on all cost reimbursable government contracts to be recorded at actual rates unless collectability is not reasonably assured. 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 fiscal year ended 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. During the fiscal year ended April 30, 2020, the Company settled rates for its incurred cost claims with the DCAA for fiscal year 2015 for an amount not significant. At April 30, 2020 and 2019, the Company had no reserve and $93,000 reserved for open incurred cost claim audits, respectively.

v3.20.1
Employee Savings Plan
12 Months Ended
Apr. 30, 2020
Employee Savings Plan  
Employee Savings Plan

10.           Employee Savings Plan

The Company has an employee 401(k) savings plan covering all eligible employees. The Company expensed approximately $4,744,000, $3,961,000 and $2,953,000 in contributions to the plan for the years ended April 30, 2020, 2019 and 2018, respectively.

v3.20.1
Income Taxes
12 Months Ended
Apr. 30, 2020
Income Taxes  
Income Taxes

14.          Income Taxes

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

    

Year Ended April 30,

 

2020

2019

2018

 

Domestic

$

52,730

$

50,644

$

32,651

Foreign

(60)

 

(166)

 

(34)

Income from continuing operations before income taxes

52,670

50,478

32,617

Equity method investment loss

(5,487)

(3,944)

(1,283)

Total income from continuing operations before income taxes

$

47,183

$

46,534

$

31,334

The Company expects any foreign earnings to be reinvested in such foreign jurisdictions and, therefore, no deferred tax liabilities for U.S. income taxes on undistributed earnings are recorded. The foreign subsidiaries do not have any undistributed earnings.

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

Year Ended April 30,

    

2020

    

2019

    

    

2018

U.S. federal statutory income tax rate

 

21.0

%

21.0

%

30.4

%

State and local income taxes, net of federal benefit

 

(2.1)

(2.2)

(2.2)

R&D and other tax credits

 

(6.8)

(8.1)

(7.0)

Valuation allowance

 

3.4

3.7

4.9

Foreign rate differential

0.1

Return to provision adjustments

0.1

(0.3)

(0.1)

Permanent items

0.7

0.8

(2.7)

Foreign derived intangible income

(3.9)

(3.7)

Excess benefit of equity awards

(1.5)

(3.1)

(4.4)

Tax Act

10.4

Other

 

0.2

1.1

0.6

Effective income tax rate

 

11.1

%

9.2

%  

30.0

%

The components of the provision (benefit) for income taxes are as follows (in thousands):

Year Ended April 30,

 

    

2020

    

2019

    

2018

 

Current:

Federal

$

3,005

$

1,953

$

6,010

State

 

390

 

228

 

900

Foreign

 

3,395

 

2,181

 

6,910

Deferred:

Federal

 

2,063

 

1,945

 

3,272

State

 

421

 

551

 

(330)

Foreign

(31)

(36)

(52)

 

2,453

 

2,460

 

2,890

Total income tax expense

$

5,848

$

4,641

$

9,800

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

April 30,

 

    

2020

    

2019

 

Deferred income tax assets:

Accrued expenses

$

3,337

$

3,559

Stock based compensation

2,259

1,647

Allowances, reserves, and other

 

1,784

 

1,579

Outside basis difference

2,264

1,150

Unrealized loss on securities

 

9

 

Net operating loss and credit carry-forwards

 

12,832

 

13,208

Intangibles basis

 

605

 

125

Lease liability

2,282

Total deferred income tax assets

 

25,372

 

21,268

Deferred income tax liabilities:

Fixed asset basis

 

(1,218)

 

(425)

Revenue recognition

(3,112)

(2,909)

Right-of-use asset

(1,965)

Total deferred income tax liabilities

 

(6,295)

 

(3,334)

Valuation allowance

 

(14,149)

 

(11,278)

Net deferred tax assets

$

4,928

$

6,656

At April 30, 2020 and 2019 the Company recorded a valuation allowance of $14,149,000 and $11,278,000, respectively, against state R&D credits as the Company is currently generating more tax credits than it will utilize in future years and against the outside basis difference in an equity method investee. The valuation allowance increased by $2,871,000 and $2,710,000 for April 30, 2020 and April 30, 2019, respectively.

At April 30, 2020 the Company had state credit carryforwards of $26,694,000 that do not expire and federal tax credit carryforwards of $2,729,000 that expire in 2040.

At April 30, 2020, the Company had a state and foreign net operating loss carryforward of approximately $10,000 and $660,000, respectively. The state net operating loss carryforwards carry forward indefinitely. $320,000 of the foreign loss carryforwards expire in fiscal 2021.

At April 30, 2020 and 2019, the Company had approximately $14,347,000 and $12,593,000, respectively, of unrecognized tax benefits all of which would impact the Company’s effective tax rate if recognized. The Company estimates that $53,600 of its unrecognized tax benefits will decrease in the next twelve months due to statute of limitation expiration.

The following table summarizes the activity related to the Company’s gross unrecognized tax benefits for the years ended April 30, 2020 and 2019 (in thousands):

April 30,

 

    

2020

    

2019

 

Balance as of May 1

$

12,593

$

11,170

Increases related to prior year tax positions

 

62

 

216

Decreases related to prior year tax positions

 

 

Increases related to current year tax positions

 

1,971

 

1,756

Decreases related to lapsing of statute of limitations

 

(279)

 

(549)

Balance as of April 30

$

14,347

$

12,593

The Company records interest and penalties on uncertain tax positions to income tax expense. As of April 30, 2020 and 2019, the Company had accrued approximately $21,000 and $18,000, respectively, of interest and penalties related to uncertain tax positions. The Company is currently under audit by various state jurisdictions. The 2016 to 2018 tax years remain open to examination by the IRS for federal income taxes. The tax years 2009 to 2011 and 2015 to 2018 remain open for major state taxing jurisdictions.

During the fiscal year ended April 30, 2020, the Company recorded a reversal of a $279,000 reserve for uncertain tax positions due to the lapse of prior year statue.

On December 22, 2017, the Tax Act was signed into law, 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.

In accordance with 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 was blended in fiscal 2018, resulting in a statutory federal rate of approximately 30.4% (8 months at 35% and 4 months at 21%), and 21% for subsequent fiscal years. The Company remeasured its existing deferred tax assets and liabilities at the rate the Company expected to be in effect when those deferred taxes will be realized and recorded a one-time deferred tax expense of approximately $3,300,000 during the fiscal year ended April 30, 2018.

The Company followed the guidance in SEC Staff Accounting Bulletin 118 (“SAB 118”), which 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 measurement period under SAB 118 closed during the year ended April 30, 2019. The Company has finalized its accounting for the impact of the Tax Act during and reached the following conclusions on the previous provisional estimates.

The Company has concluded it will be eligible to claim the FDII deduction and has reflected a rate benefit in the provision for income taxes. The Company expects the IRS will be issuing additional guidance that could ultimately impact the size of the benefit. In addition, the Company has 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 tax.

v3.20.1
Investments - Amortized Cost and Fair Value of the Held-to-Maturity Securities by Contractual Maturity (Details)
$ in Thousands
Apr. 30, 2020
USD ($)
Amortized cost of held-to-maturity securities by contractual maturity  
Due within one year $ 47,457
Due after one year through five years 10,575
Total 58,032
Fair value of held-to-maturity securities by contractual maturity  
Due within one year 47,507
Due after one year through five years 10,588
Total $ 58,095
v3.20.1
Income Taxes - Tax Cuts and Jobs Act (Details) - USD ($)
4 Months Ended 9 Months Ended 12 Months Ended
Dec. 22, 2017
Apr. 30, 2018
Jan. 31, 2018
Apr. 30, 2020
Apr. 30, 2019
Apr. 30, 2018
Income Taxes            
U.S. federal statutory income tax rate (as a percent) 35.00% 21.00% 35.00% 21.00% 21.00% 30.40%
Deferred tax expense           $ 3,300,000
v3.20.1
Commitments and Contingencies (Details) - USD ($)
12 Months Ended
Apr. 30, 2019
Apr. 30, 2018
Apr. 30, 2020
Future minimum lease payments under noncancelable operating leases      
2020 $ 5,298,000    
2021 3,527,000    
2022 2,723,000    
2023 1,554,000    
2024 953,000    
Total lease payments 14,055,000    
Rental expense under operating leases 4,609,000 $ 4,011,000  
Letters of credit outstanding 7,079,000   $ 2,716,000
Reserve for incurred cost claim audits $ 93,000    
v3.20.1
Fair Value Measurements - Pulse purchase agreement (Details) - Pulse Aerospace, LLC - USD ($)
$ in Thousands
9 Months Ended 12 Months Ended
Jun. 10, 2018
Jan. 25, 2020
Apr. 30, 2020
Fair Value Measurement      
Contingent consideration paid $ 1,703   $ 2,500
Contingent consideration that will not be paid     2,500
Maximum      
Fair Value Measurement      
Total cash consideration   $ 5,000  
SG&A      
Fair Value Measurement      
Business acquisitions gain   $ 832 $ 832
v3.20.1
Accumulated Other Comprehensive Income and Reclassifications Adjustments (Tables)
12 Months Ended
Apr. 30, 2020
Accumulated Other Comprehensive Income and Reclassifications Adjustments  
Schedule of components of accumulated other comprehensive loss

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

Total Accumulated

Other

Available-for-Sale

Foreign Currency

Comprehensive

    

Securities

    

Translation Adjustments

    

Loss

Total accumulated other comprehensive loss balance as of April 30, 2019

$

$

2

$

2

Changes in foreign currency translation adjustments

276

276

Unrealized gains, net of $14 of taxes

50

50

Total accumulated other comprehensive loss balance as of April 30, 2020

$

50

$

278

$

328

v3.20.1
Warranty Reserves (Tables)
12 Months Ended
Apr. 30, 2020
Warranty Reserves  
Summary of warranty reserve activity

April 30,

    

2020

    

2019

 

(In thousands)

 

Beginning balance

$

1,704

$

2,090

Warranty expense

 

2,258

 

211

Changes in estimates related to pre-existing warranties

(189)

491

Warranty costs settled

 

(1,758)

 

(1,088)

Ending balance

$

2,015

$

1,704

v3.20.1
Organization and Significant Accounting Policies - Concentration of Credit Risk (Details)
12 Months Ended
Apr. 30, 2020
Apr. 30, 2019
Apr. 30, 2018
Customer concentration | Sales Revenue | US Government Agencies      
Concentration of Credit Risk      
Concentration Risk, Percentage 61.00% 58.00% 58.00%
Customer concentration | Sales Revenue | US Army      
Concentration of Credit Risk      
Concentration Risk, Percentage 32.00% 28.00% 19.00%
Credit concentration | Accounts receivable balances | US Government Agencies      
Concentration of Credit Risk      
Concentration Risk, Percentage 62.00% 26.00%  
v3.20.1
Organization and Significant Accounting Policies - Intangible Assets (Details)
12 Months Ended
Apr. 30, 2020
Technology  
Intangibles  
Weighted average amortization period 6 years
Licenses  
Intangibles  
Weighted average amortization period 3 years
In process research and development  
Intangibles  
Weighted average amortization period 3 years
Minimum | Customer relationships  
Intangibles  
Weighted average amortization period 3 years
Maximum | Customer relationships  
Intangibles  
Weighted average amortization period 5 years
v3.20.1
Organization and Significant Accounting Policies - Revenue by Category (Details) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Apr. 30, 2020
Jan. 31, 2020
Oct. 31, 2019
Jul. 31, 2019
Apr. 30, 2019
Jan. 31, 2019
Oct. 31, 2018
Jul. 31, 2018
Apr. 30, 2020
Apr. 30, 2019
Apr. 30, 2018
Disaggregation of revenue                      
Revenue $ 135,223 $ 61,891 $ 83,271 $ 86,911 $ 87,930 $ 75,322 $ 72,979 $ 78,043 $ 367,296 $ 314,274 $ 268,424
Contract Liability                      
Disaggregation of revenue                      
Revenue                 1,670 1,587 977
Domestic                      
Disaggregation of revenue                      
Revenue                 201,046 151,124 142,158
International                      
Disaggregation of revenue                      
Revenue                 166,250 163,150 126,266
U.S. government                      
Disaggregation of revenue                      
Revenue                 225,341 182,586 156,996
Non-U.S. government                      
Disaggregation of revenue                      
Revenue                 141,955 131,688 111,428
FFP                      
Disaggregation of revenue                      
Revenue                 269,917 224,090 212,976
CPFF                      
Disaggregation of revenue                      
Revenue                 94,176 89,485 55,203
T&M                      
Disaggregation of revenue                      
Revenue                 3,203 699 245
Small UAS                      
Disaggregation of revenue                      
Revenue                 225,888 183,157 167,534
TMS                      
Disaggregation of revenue                      
Revenue                 63,781 65,087 63,406
HAPS                      
Disaggregation of revenue                      
Revenue                 60,864 55,407 29,593
Other                      
Disaggregation of revenue                      
Revenue                 $ 16,763 $ 10,623 $ 7,891
v3.20.1
Income Taxes Reconciliation (Details) - USD ($)
$ in Thousands
4 Months Ended 9 Months Ended 12 Months Ended
Dec. 22, 2017
Apr. 30, 2018
Jan. 31, 2018
Apr. 30, 2020
Apr. 30, 2019
Apr. 30, 2018
Income Taxes            
U.S. federal statutory income tax rate (as a percent) 35.00% 21.00% 35.00% 21.00% 21.00% 30.40%
State and local income taxes, net of federal benefit (as a percent)       (2.10%) (2.20%) (2.20%)
R&D and other tax credits (as a percent)       (6.80%) (8.10%) (7.00%)
Valuation allowance (as a percent)       3.40% 3.70% 4.90%
Foreign rate differential           0.10%
Return to provision adjustments (as a percent)       0.10% (0.30%) (0.10%)
Permanent items (as a percent)       0.70% 0.80% (2.70%)
Foreign derived intangible income (as a percent)       (3.90%) (3.70%)  
Excess benefit of stock options (as a percent)       (1.50%) (3.10%) (4.40%)
Tax Act (as a percent)           10.40%
Other (as a percent)       0.20% 1.10% 0.60%
Effective income tax rate (as a percent)       11.10% 9.20% 30.00%
Current:            
Federal       $ 3,005 $ 1,953 $ 6,010
State       390 228 900
Current       3,395 2,181 6,910
Deferred:            
Federal       2,063 1,945 3,272
State       421 551 (330)
Foreign       (31) (36) (52)
Deferred       2,453 2,460 2,890
Total income tax expense (benefit)       5,848 4,641 $ 9,800
Deferred income tax assets:            
Accrued expenses       3,337 3,559  
Stock based compensaton       2,259 1,647  
Allowances, reserves, and other       1,784 1,579  
Outside basis difference       2,264 1,150  
Unrealized loss on securities       9    
Net operating loss and credit carry-forwards       12,832 13,208  
Intangibles basis       605 125  
Lease liability       2,282    
Total deferred income tax assets       25,372 21,268  
Deferred income tax liabilities:            
Fixed asset basis       (1,218) (425)  
Revenue recognition       (3,112) (2,909)  
Right of use assets       (1,965)    
Total deferred income tax liabilities       (6,295) (3,334)  
Valuation allowance       (14,149) (11,278)  
Net deferred tax assets       $ 4,928 $ 6,656  
v3.20.1
Leases - Supplemental lease information (Details)
$ in Thousands
12 Months Ended
Apr. 30, 2020
USD ($)
Leases  
Cash paid for amounts included in the measurement of operating lease liabilities $ 3,897
Right-of-use assets obtained in exchange for new lease liabilities $ 13,022
Weighted average remaining lease term 34 months
Weighted average discount rate 3.70%
v3.20.1
Warranty Reserves Estimated Cost (Details) - USD ($)
12 Months Ended
Apr. 30, 2020
Apr. 30, 2019
Warranty Reserves    
Changes in estimates related to pre-existing warranties $ (189,000) $ 491,000
Product Warranty Expense 288,000 240,000
UAS    
Warranty Reserves    
Product Warranty Expense 0 251,000
UAS | Warranty reserve.    
Warranty Reserves    
Changes in estimates related to pre-existing warranties   $ 491,000
Revised warranty reserve charges $ 302,000  
v3.20.1
Stock-Based Compensation Other (Details)
12 Months Ended
Apr. 30, 2020
$ / shares
shares
Stock-Based Compensation  
Range of Exercise Price, low end of range (in dollars per share) $ 0.59
Range of Exercise Price, high end of range (in dollars per share) $ 31.27
Options Outstanding  
Number of Options (in shares) | shares 335,139
Weighted Average Remaining Contractual Life In Years 3 years 6 months
Weighted Average Exercise Price (in dollars per share) $ 25.11
Options Exercisable  
Number of Options Exercisable (in shares) | shares 319,139
Weighted Average Exercise Price (in dollars per share) $ 25.03
Weighted Average Remaining Contractual Life 3 years 5 months 1 day
0.59 - 19.16  
Stock-Based Compensation  
Range of Exercise Price, low end of range (in dollars per share) $ 0.59
Range of Exercise Price, high end of range (in dollars per share) $ 19.16
Options Outstanding  
Number of Options (in shares) | shares 55,113
Weighted Average Remaining Contractual Life In Years 2 years 11 months 4 days
Weighted Average Exercise Price (in dollars per share) $ 17.90
Options Exercisable  
Number of Options Exercisable (in shares) | shares 55,113
Weighted Average Exercise Price (in dollars per share) $ 17.90
19.17 - 26.24  
Stock-Based Compensation  
Range of Exercise Price, low end of range (in dollars per share) 19.17
Range of Exercise Price, high end of range (in dollars per share) $ 26.24
Options Outstanding  
Number of Options (in shares) | shares 58,500
Weighted Average Remaining Contractual Life In Years 2 years 10 months 9 days
Weighted Average Exercise Price (in dollars per share) $ 20.54
Options Exercisable  
Number of Options Exercisable (in shares) | shares 58,500
Weighted Average Exercise Price (in dollars per share) $ 20.54
26.25 - 26.99  
Stock-Based Compensation  
Range of Exercise Price, low end of range (in dollars per share) 26.25
Range of Exercise Price, high end of range (in dollars per share) $ 26.99
Options Outstanding  
Number of Options (in shares) | shares 80,000
Weighted Average Remaining Contractual Life In Years 5 years 1 month 24 days
Weighted Average Exercise Price (in dollars per share) $ 26.70
Options Exercisable  
Number of Options Exercisable (in shares) | shares 64,000
Weighted Average Exercise Price (in dollars per share) $ 26.70
27.00 - 27.99  
Stock-Based Compensation  
Range of Exercise Price, low end of range (in dollars per share) 27.00
Range of Exercise Price, high end of range (in dollars per share) $ 27.99
Options Outstanding  
Number of Options (in shares) | shares 50,000
Weighted Average Remaining Contractual Life In Years 3 years 6 months 21 days
Weighted Average Exercise Price (in dollars per share) $ 27.27
Options Exercisable  
Number of Options Exercisable (in shares) | shares 50,000
Weighted Average Exercise Price (in dollars per share) $ 27.27
28.00 - 29.26  
Stock-Based Compensation  
Range of Exercise Price, low end of range (in dollars per share) 28.00
Range of Exercise Price, high end of range (in dollars per share) $ 29.26
Options Outstanding  
Number of Options (in shares) | shares 50,000
Weighted Average Remaining Contractual Life In Years 1 year 9 months 29 days
Weighted Average Exercise Price (in dollars per share) $ 28.72
Options Exercisable  
Number of Options Exercisable (in shares) | shares 50,000
Weighted Average Exercise Price (in dollars per share) $ 28.72
29.27 - 31.27  
Stock-Based Compensation  
Range of Exercise Price, low end of range (in dollars per share) 29.27
Range of Exercise Price, high end of range (in dollars per share) $ 31.27
Options Outstanding  
Number of Options (in shares) | shares 41,526
Weighted Average Remaining Contractual Life In Years 3 years 11 months 8 days
Weighted Average Exercise Price (in dollars per share) $ 31.13
Options Exercisable  
Number of Options Exercisable (in shares) | shares 41,526
Weighted Average Exercise Price (in dollars per share) $ 31.13
v3.20.1
Leases - Maturities - ASC 840 (Details) - USD ($)
$ in Thousands
12 Months Ended
Apr. 30, 2019
Apr. 30, 2018
Maturities of operating lease liabilities:    
2020 $ 5,298  
2021 3,527  
2022 2,723  
2023 1,554  
2024 953  
Total lease payments 14,055  
Rental expense under operating leases $ 4,609 $ 4,011
v3.20.1
Property and Equipment, net (Details) - USD ($)
3 Months Ended 12 Months Ended
Apr. 30, 2019
Apr. 30, 2020
Apr. 30, 2019
Apr. 30, 2018
Property and equipment, net        
Property and equipment, gross $ 92,368,000 $ 101,687,000 $ 92,368,000  
Less accumulated depreciation and amortization (75,463,000) (79,993,000) (75,463,000)  
Property and equipment, net 16,905,000 21,694,000 16,905,000  
Depreciation expense   7,066,000 7,311,000 $ 5,676,000
Impairment loss     4,398,000 $ 255,000
Leasehold improvements        
Property and equipment, net        
Property and equipment, gross 12,324,000 16,387,000 12,324,000  
Machinery and equipment        
Property and equipment, net        
Property and equipment, gross 40,432,000 46,519,000 40,432,000  
Furniture and fixtures        
Property and equipment, net        
Property and equipment, gross 2,145,000 3,031,000 2,145,000  
Computer equipment and software        
Property and equipment, net        
Property and equipment, gross 35,056,000 33,242,000 35,056,000  
Construction in process        
Property and equipment, net        
Property and equipment, gross 2,411,000 $ 2,508,000 $ 2,411,000  
UAS Quantix Solution        
Property and equipment, net        
Impairment loss $ 4,398,000      
v3.20.1
Consolidated Statements of Cash Flows (Parenthetical) - USD ($)
$ in Thousands
12 Months Ended
Apr. 30, 2020
Apr. 30, 2019
Apr. 30, 2018
Consolidated Statements of Cash Flows      
related party revenue $ 14 $ 51 $ 25
v3.20.1
Consolidated Statements of Stockholders' Equity - USD ($)
$ in Thousands
Parent
Common Stock
Additional Paid-In Capital
Retained Earnings
Accumulated Other Comprehensive Income
Non-controlling Interest
Total
Balance at Apr. 30, 2017 $ 383,075 $ 2 $ 162,150 $ 221,050 $ (127) $ 239  
Balance (in shares) at Apr. 30, 2017   23,630,419          
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Apr. 30, 2017             $ 383,314
Increase (Decrease) in Stockholders' Equity              
Net income (loss)             17,647
Net loss attributable to noncontrolling interest           (216) 216
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest 17,863     17,863      
Unrealized gain on investments 70       70   70
Foreign currency translation 36       36   36
Stock options exercised 2,705   2,705       2,705
Stock options exercised (in shares)   153,211          
Restricted stock awards (in shares)   140,787          
Restricted stock awards forfeited (in shares)   (6,834)          
Tax withholding payment related to net share settlement of equity awards (397)   (397)       (397)
Tax withholding payment related to net share settlement of equity awards (in shares)   (8,847)          
Reclassification from share-based liability compensation to equity 384   384       384
Stock-based compensation 5,297   5,297       5,297
Balance at Apr. 30, 2018 409,033 $ 2 170,139 238,913 (21) 23  
Balance (in shares) at Apr. 30, 2018   23,908,736          
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Apr. 30, 2018             409,056
Increase (Decrease) in Stockholders' Equity              
Net income (loss)             47,419
Net loss attributable to noncontrolling interest           (19) 19
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest 47,438     47,438      
Unrealized gain on investments 57       57   57
Foreign currency translation (34)       (34)   (34)
Stock options exercised 71   71       71
Stock options exercised (in shares)   12,725          
Restricted stock awards (in shares)   57,476          
Restricted stock awards forfeited (in shares)   (18,023)          
Tax withholding payment related to net share settlement of equity awards (1,094)   (1,094)       (1,094)
Tax withholding payment related to net share settlement of equity awards (in shares)   (14,621)          
Stock-based compensation 7,100   7,100       7,100
Balance at Apr. 30, 2019 462,571 $ 2 176,216 286,351 2 4 462,571
Balance (in shares) at Apr. 30, 2019   23,946,293          
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Apr. 30, 2019             462,575
Increase (Decrease) in Stockholders' Equity              
Net income (loss)             41,070
Net loss attributable to noncontrolling interest           $ (4) 4
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest 41,074     41,074      
Unrealized gain on investments 50       50   50
Foreign currency translation 276       276   276
Stock options exercised 100   100       100
Stock options exercised (in shares)   16,189          
Restricted stock awards (in shares)   131,991          
Restricted stock awards forfeited (in shares)   (12,541)          
Tax withholding payment related to net share settlement of equity awards (1,062)   (1,062)       (1,062)
Tax withholding payment related to net share settlement of equity awards (in shares)   (18,293)          
Stock-based compensation 6,227   6,227       6,227
Balance at Apr. 30, 2020 509,901 $ 2 $ 181,481 328,090 $ 328   509,901
Balance (in shares) at Apr. 30, 2020   24,063,639          
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Apr. 30, 2020             509,901
Increase (Decrease) in Stockholders' Equity              
Adoption of ASU | ASU 2018-09 $ 665     $ 665     $ 665
v3.20.1
Fair Value Measurements
12 Months Ended
Apr. 30, 2020
Fair Value Measurements  
Fair Value Measurements

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—Inputs to the valuation based upon quoted prices (unadjusted) for identical assets or liabilities in active markets that are accessible as of the measurement date.

Level 2—Inputs to the valuation include quoted prices in either markets that are not active, or in active markets for similar assets or liabilities, inputs other than quoted prices that are observable, and inputs that are derived principally from or corroborated by observable market data.

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

The Company’s financial assets measured at fair value on a recurring basis at April 30, 2020, 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

 

Available-for-sale securities

$

$

58,095

$

$

58,095

Total

$

$

58,095

$

$

58,095

The following table provides a reconciliation between the beginning and ending balances of items measured at fair value on a recurring basis that used significant unobservable inputs (Level 3) (in thousands):

    

Fair Value

 

Measurements Using

 

Significant

 

Unobservable Inputs

 

Description

(Level 3)

 

Balance at May 1, 2019

$

Business acquisition

1,703

Transfers to Level 3

 

Total (gains) losses (realized or unrealized)

Included in product cost of sales

 

1,147

Included in selling, general and administrative

 

(703)

Included in research and development

353

Included in other comprehensive income

 

Settlements

 

(2,500)

Balance at April 30, 2020

$

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 or liabilities still held at April 30, 2020

$

Pursuant to the Pulse Purchase Agreement, the sellers may have received up to a maximum of $5,000,000 in additional cash consideration (“contingent consideration”), if specific research and development milestones were achieved by December 10, 2021 and the continued employment of specific key employees. The contingent consideration was valued using a probability weighted discounted cash flow model. The analysis considered, among other items, contractual terms of the Pulse Purchase Agreement, the Company’s discount rate, the timing of expected future cash flows and the probability that the milestones required for payment of the contingent consideration will be achieved. See Note 19—Business Acquisitions. During the fiscal year ended April 30, 2020, one of the research and development milestones was achieved, and the requirements for the payout of remaining contingent consideration were concluded to not have been met. As a result, the Company recorded a gain of $832,000, which was recorded in selling, general, and administrative expense in the consolidated statements of income. On February 26, 2020, $2,500,000 of contingent consideration was paid to the sellers for the achieved milestone, and the remaining $2,500,000 will not be paid.

v3.20.1
Investments in Companies Accounted for Using the Equity Method
12 Months Ended
Apr. 30, 2020
Investments in Companies Accounted for Using the Equity Method  
Investments in Companies Accounted for Using the Equity Method

8.           Investments in Companies Accounted for Using the Equity Method

In December of 2017, the Company and SoftBank formed a joint venture, HAPSMobile, which is a Japanese corporation. As of April 30, 2020, the Company’s ownership stake in HAPSMobile was approximately 7%, with the remaining 93% held by SoftBank. In connection with the formation of the joint venture on December 27, 2017, the Company initially purchased shares of HAPSMobile representing a 5% ownership interest in exchange for an investment of 210,000,000 yen ($1,860,000). The Company subsequently purchased additional shares of HAPSMobile in order to maintain a 5% ownership stake in the joint venture. The first such purchase occurred on April 17, 2018, at which time the Company invested 150,000,000 yen ($1,407,000) for the purchase of additional shares of HAPSMobile. On January 29, 2019, the Company invested an additional 209,500,000 yen ($1,926,000) to maintain its 5% ownership stake. On

February 9, 2019, the Company elected to purchase 632,800,000 yen ($5,671,000) of additional shares of HAPSMobile to increase the Company’s ownership in the joint venture from 5% to 10%, and on May 10, 2019, the Company purchased 500,000,000 yen ($4,569,000) of additional shares of HAPSMobile to maintain its 10% ownership stake. The Company’s ownership percentage was subsequently diluted from 10% to approximately 5%. On December 4, 2019, the Company purchased 540,050,000 yen ($4,982,000) of additional shares of HAPSMobile to increase its ownership stake to approximately 7%.

As the Company has the ability to exercise significant influence over the operating and financial policies of HAPSMobile pursuant to the applicable Joint Venture Agreement and related organizational documents, the Company’s investment is accounted for as an equity method investment. At April 30, 2020, 2019 and 2018, the Company recorded its ownership percentage of the net loss of HAPSMobile, or $4,982,000, $3,944,000 and $1,283,000, respectively, in equity method investment loss, net of tax in the consolidated statements of income. At April 30, 2020 and 2019, the carrying value of the investment in HAPSMobile of $10,455,000 and $5,612,000, respectively, was recorded in other assets, long-term.

Investment in Limited Partnership Fund

In July 2019, the Company made its initial capital contribution to a limited partnership fund focusing on highly relevant technologies and start-up companies serving defense and industrial markets. Under the terms of the limited partnership agreement, the Company has committed to make additional capital contributions of $5.0 million to the fund. The Company accounts for investments in limited partnerships as equity method investments as the Company is deemed to have influence when it holds more than a minor interest. At April 30, 2020, the Company recorded its ownership percentage of the net loss of the limited partnership, or $394,000, in equity method investment loss, net of deferred taxes of $111,000 in the consolidated statements of income. At April 30, 2020, the carrying value of the investment in the limited partnership of $4,442,000, was recorded in available-for-sale long-term investments.

Summarized financial information of the equity method investments are as follows:

April 30,

    

2020

    

2019

    

(In thousands)

Current assets

$

67,387

$

31,746

Noncurrent assets

 

170,602

 

Current liabilities

 

72,505

 

11,757

Year Ended April 30,

2020

    

2019

    

2018

(In thousands)

Revenues

$

25

$

$

Gross loss

(1,331)

Realized and unrealized losses on investments

(7,028)

Net loss

(85,818)

(63,107)

(25,666)

v3.20.1
Consolidated Statements of Operations - USD ($)
$ in Thousands
12 Months Ended
Apr. 30, 2020
Apr. 30, 2019
Apr. 30, 2018
Revenue:      
Revenue $ 367,296 $ 314,274 $ 268,424
Cost of sales:      
Cost of sales 214,194 185,871 160,739
Gross margin:      
Total gross margin 153,102 128,403 107,685
Selling, general and administrative 59,490 60,343 50,826
Research and development 46,477 34,234 26,433
Income from continuing operations 47,135 33,826 30,426
Other income:      
Interest income, net 4,828 4,672 2,240
Other income (expense), net 707 11,980 (49)
Income from continuing operations before income taxes 52,670 50,478 32,617
Provision for income taxes 5,848 4,641 9,800
Equity method investment loss, net of tax (5,487) (3,944) (1,283)
Net income from continuing operations 41,335 41,893 21,534
Discontinued operations:      
(Loss) gain on sale of business, net of tax (benefit) expense of $(76) and $2,444 for the year ended April 30, 2020 and April 30, 2019, respectively (265) 8,490  
Loss from discontinued operations, net of tax   (2,964) (3,887)
Net (loss) income from discontinued operations (265) 5,526 (3,887)
Net income 41,070 47,419 17,647
Net loss attributable to noncontrolling interest 4 19 216
Net income (loss) per share attributable to AeroVironment, Inc.-Basic $ 41,074 $ 47,438 $ 17,863
Net (loss) income per share attributable to AeroVironment, Inc.--Basic      
Basic, continuing (in dollars per share) $ 1.74 $ 1.77 $ 0.93
Basic, discontinuing (in dollars per share) (0.01) 0.23 (0.17)
Net income per share attributable to AeroVironment, Inc.-Basic 1.73 2.00 0.76
Net income (loss) per share attributable to AeroVironment, Inc.-Diluted      
Diluted, continuing (in dollars per share) 1.72 1.74 0.91
Diluted, discontinued (in dollars per share) (0.01) 0.23 (0.16)
Net income per share attributable to AeroVironment, Inc.-Diluted $ 1.71 $ 1.97 $ 0.75
Weighted-average shares outstanding:      
Basic (in shares) 23,806,208 23,663,410 23,471,241
Diluted (in shares) 24,088,167 24,071,713 23,813,772
Product sales      
Revenue:      
Revenue $ 256,758 $ 212,089 $ 191,712
Cost of sales:      
Cost of sales 139,131 113,489 109,393
Gross margin:      
Total gross margin 117,627 98,600 82,319
Contract services      
Revenue:      
Revenue 110,538 102,185 76,712
Cost of sales:      
Cost of sales 75,063 72,382 51,346
Gross margin:      
Total gross margin $ 35,475 $ 29,803 $ 25,366
v3.20.1
Inventories, net (Tables)
12 Months Ended
Apr. 30, 2020
Inventories, net  
Schedule of inventories

April 30,

 

2020

    

2019

 

Raw materials

$

15,988

$

16,792

Work in process

 

10,340

 

19,162

Finished goods

 

29,439

 

25,926

Inventories, gross

 

55,767

 

61,880

Reserve for inventory excess and obsolescence

 

(10,232)

 

(7,824)

Inventories, net

$

45,535

$

54,056

v3.20.1
Organization and Significant Accounting Policies (Tables)
12 Months Ended
Apr. 30, 2020
Organization and Significant Accounting Policies  
Schedule of estimated useful lives of property and equipment

Machinery and equipment

    

2 - 7

 years

 

Computer equipment and software

 

2 - 5

 years

Furniture and fixtures

 

3 - 7

 years

Leasehold improvements

 

Lesser of useful life or term of lease

Schedule of estimated useful life for the Company's intangible assets

Technology

    

6

 years

 

Licenses

 

3

 years

Customer relationships

 

3 - 5

 years

In-process research and development

3

 years

Non-compete agreements

 

Contractual term

Schedule of revenue by category

Year Ended April 30,

Revenue by major product line/program

2020

    

2019

2018

Small UAS

$

225,888

$

183,157

$

167,534

TMS

63,781

65,087

63,406

HAPS

60,864

55,407

29,593

Other

 

16,763

 

10,623

 

7,891

Total revenue

$

367,296

$

314,274

$

268,424

Year Ended April 30,

Revenue by contract type

2020

    

2019

2018

FFP

$

269,917

$

224,090

$

212,976

CPFF

94,176

89,485

55,203

T&M

 

3,203

 

699

 

245

Total revenue

$

367,296

$

314,274

$

268,424

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.

Year Ended April 30,

Revenue by customer category

2020

    

2019

2018

U.S. government:

$

225,341

$

182,586

$

156,996

Non-U.S. government

141,955

131,688

111,428

Total revenue

$

367,296

$

314,274

$

268,424

Year Ended April 30,

Revenue by geographic location

2020

    

2019

2018

Domestic

$

201,046

$

151,124

$

142,158

International

166,250

163,150

126,266

Total revenue

$

367,296

$

314,274

$

268,424

Schedule of reconciliation of basic to diluted shares

Year Ended April 30,

 

    

2020

    

2019

    

2018

 

Continuing operations attributable to AeroVironment, Inc.

$

41,339,000

$

41,912,000

$

21,750,000

Discontinued operations, net of tax

(265,000)

5,526,000

(3,887,000)

Net income attributable to AeroVironment, Inc.

$

41,074,000

$

47,438,000

$

17,863,000

Denominator for basic earnings per share:

Weighted average common shares

 

23,806,208

 

23,663,410

 

23,471,241

Dilutive effect of employee stock options, restricted stock and restricted stock units

 

281,959

 

408,303

 

342,531

Denominator for diluted earnings per share

 

24,088,167

 

24,071,713

 

23,813,772

v3.20.1
Stock-Based Compensation
12 Months Ended
Apr. 30, 2020
Stock-Based Compensation  
Stock-Based Compensation

12.          Stock-Based Compensation

For the years ended April 30, 2020, 2019 and 2018, the Company recorded stock-based compensation expense of approximately $6,227,000, $6,985,000 and $4,956,000, respectively.

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

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

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

No options were granted during the fiscal years ended April 30, 2020, 2019 and 2018. The fair value of stock options granted previously was estimated at the grant date using the Black-Scholes option pricing model. Assumptions included in the Black-Scholes option pricing model included the expected term of stock options, the expected volatility, the risk free interest rate, and the expected dividend yield. The expected term of stock options represents the weighted average period the Company expects the stock options to remain outstanding, based on the Company’s historical exercise and post-vesting cancellation experience and the remaining contractual life of its outstanding options. The expected volatility is based on historical volatility for the Company’s stock. The risk free interest rate is based on the

implied yield on a U.S. Treasury zero-coupon bond with a remaining term that approximates the expected term of the option. The expected dividend yield of zero reflects that the Company has not paid any cash dividends since inception and does not anticipate paying cash dividends in the foreseeable future.

Information related to the stock option plans at April 30, 2020, 2019 and 2018, and for the years then ended is as follows:

Restated 2006 Plan

2002 Plan

1992 Plan

 

    

    

Weighted

    

    

Weighted

    

    

Weighted

 

Average

Average

Average

 

Exercise

Exercise

Exercise

 

Shares

Price

Shares

Price

Shares

Price

 

Outstanding at April 30, 2017

 

446,624

 

24.93

 

 

 

43,415

 

0.59

Options granted

 

 

 

 

 

 

Options exercised

 

(107,598)

 

23.80

 

 

 

(25,113)

 

0.59

Options canceled

 

 

 

 

 

 

Outstanding at April 30, 2018

 

339,026

 

25.29

 

 

 

18,302

 

0.59

Options granted

 

 

 

 

 

 

Options exercised

 

(2,000)

 

32.19

 

 

 

(4,000)

 

0.59

Options canceled

 

 

 

 

 

 

Outstanding at April 30, 2019

 

337,026

 

25.25

 

 

 

14,302

 

0.59

Options granted

 

 

 

 

 

 

Options exercised

 

(3,000)

 

31.15

 

 

 

(13,189)

 

0.59

Options canceled

 

 

 

 

 

 

Outstanding at April 30, 2020

 

334,026

 

25.19

 

 

 

1,113

 

0.59

Options exercisable at April 30, 2020

 

318,026

$

25.12

 

$

 

1,113

$

0.59

The total intrinsic value of all options exercised during the years ended April 30, 2020, 2019 and 2018 was approximately $833,000, $371,000, and $2,407,000, respectively. The intrinsic value of all options outstanding at April 30, 2020 and 2019 was $11,779,000 and $15,569,000, respectively. The intrinsic value of all exercisable options at April 30, 2020 and 2019 was $11,242,000 and $13,950,000, respectively.

A summary of the status of the Company’s non-vested stock options as of April 30, 2020 and the year then ended is as follows:

    

    

Weighted

 

Average

 

Grant Date

 

Non-vested Options

Options

Fair Value

 

Non-vested at April 30, 2019

 

39,510

$

10.90

Granted

 

 

Expired

 

 

Canceled

 

 

Vested

 

(23,510)

 

11.40

Non-vested at April 30, 2020

 

16,000

$

10.16

As of April 30, 2020, there was approximately $7,670,000 of total unrecognized compensation cost related to non-vested share-based compensation awards granted under the equity plans. That cost is expected to be recognized over an approximately two-year period or a weighted average period of approximately 2.5 years.

No options were granted during the fiscal years ended April 30, 2020, 2019 and 2018. The total fair value of shares vesting during the years ended April 30, 2020, 2019 and 2018 was $4,900,000, $4,756,000 and $3,328,000, respectively.

Proceeds from all option exercises under all stock option plans for the years ended April 30, 2020, 2019 and 2018 were approximately $101,000, $67,000 and $2,576,000, respectively. The tax benefit realized from stock-based compensation was $0 during the years ended April 30, 2020, 2019 and 2018, respectively.

The following tabulation summarizes certain information concerning outstanding and exercisable options at April 30, 2020:

Options Outstanding

 

Weighted

 

Average

Options Exercisable

 

    

    

    

Remaining

    

Weighted

    

    

Weighted

 

As of

Contractual

Average

As of

Average

 

April 30,

Life In

Exercise

April 30,

Exercise

 

Range of Exercise Prices

2020

Years

Price

2020

Price

 

$

0.59

-

19.16

 

55,113

 

2.93

$

17.90

 

55,113

$

17.90

19.17

-

26.24

 

58,500

 

2.86

 

20.54

 

58,500

 

20.54

26.25

-

26.99

 

80,000

 

5.15

 

26.70

 

64,000

 

26.70

27.00

-

27.99

50,000

3.56

27.27

50,000

27.27

28.00

-

29.26

 

50,000

 

1.83

 

28.72

 

50,000

 

28.72

29.27

-

31.27

 

41,526

 

3.94

 

31.13

 

41,526

 

31.13

$

0.59

-

31.27

 

335,139

 

3.50

$

25.11

 

319,139

$

25.03

The remaining weighted average contractual life of exercisable options at April 30, 2020 was 3.42 years.

Information related to the Company’s restricted stock awards at April 30, 2020 and for the year then ended is as follows:

Restated 2006 Plan

 

    

    

Weighted

 

Average

 

Grant Date

 

Shares

Fair Value

 

Unvested stock at April 30, 2019

 

226,159

$

43.35

Stock granted

 

131,991

 

52.71

Stock vested

 

(143,962)

 

34.03

Stock canceled

 

(12,541)

 

47.86

Unvested stock at April 30, 2020

 

201,647

$

55.84

v3.20.1
Changes in Accounting Estimates
12 Months Ended
Apr. 30, 2020
Changes in Accounting Estimates  
Changes in Accounting Estimates

16.          Changes in Accounting Estimates

During the years ended April 30, 2020, 2019 and 2018, the Company revised its estimates at completion of various contracts recognized using the over time method, which resulted in cumulative catch up adjustments during the year in which the change in estimate occurred. The change in estimate was a result of the Company changing the total costs required to complete the contracts due to having more accurate cost information as work progressed in subsequent periods on the various contracts. During the year ended April 30, 2020, the Company revised its estimates of the total expected costs to complete a TMS contract and a contract associated with a design and development agreement. The aggregate impact of these adjustments in contract estimates on revenue related to performance obligations satisfied or partially satisfied in previous periods was a decrease of approximately $1,403,000 and an increase of approximately $1,099,000, respectively. The changes in estimates resulted in cumulative catch-up adjustments to revenue for the years ended April 30, 2019 were not material. During the year ended April 30, 2018, the Company revised its estimates of the total expected costs to complete a TMS variant contract. The aggregate impact of these adjustments in contract estimates on revenue related to performance obligations satisfied or partially satisfied in previous periods was a decrease of approximately $1,255,000.

v3.20.1
Quarterly Results of Operations (Unaudited) (Tables)
12 Months Ended
Apr. 30, 2020
Quarterly Results of Operations (Unaudited)  
Schedule of selected unaudited consolidated financial data

Three Months Ended

 

    

July 27, 2019

October 26, 2019

    

January 25, 2020

    

April 30, 2020

 

(In thousands except per share data)

 

Year ended April 30, 2020

Revenue

$

86,911

$

83,271

$

61,891

$

135,223

Gross margin

$

41,272

$

35,166

$

23,496

$

53,168

Net income attributable to AeroVironment, Inc. from continuing operations

$

17,110

$

7,501

$

(1,008)

$

17,736

Net income per share attributable to AeroVironment, Inc. from continuing operations—basic(3)

$

0.72

$

0.32

$

(0.04)

$

0.74

Net income per share attributable to AeroVironment, Inc. from continuing operations—diluted(3)

$

0.71

$

0.31

$

(0.04)

$

0.73

Three Months Ended

 

    

July 30,

October 29,

    

January 28,

    

April 30,

 

2018

2018

2019

2019

 

(In thousands except per share data)

 

Year ended April 30, 2019

Revenue

$

78,043

$

72,979

$

75,322

$

87,930

Gross margin

$

32,589

$

28,399

$

30,392

$

37,023

Net (loss) income attributable to AeroVironment, Inc. from continuing operations

$

20,337

(1)

$

7,047

$

8,431

$

6,097

(2)

Net (loss) income per share attributable to AeroVironment, Inc. from continuing operations—basic(3)

$

0.86

(1)

$

0.30

$

0.35

$

0.26

Net (loss) income per share attributable to AeroVironment, Inc. from continuing operations—diluted(3)

$

0.85

(1)

$

0.29

$

0.35

$

0.26

(1)Includes a one-time gain from a litigation settlement of $0.26 per basic and diluted share from continuing operations attributable to AeroVironment recorded to “Other income (expense), net” in the consolidated statement of operations.
(2)Includes an impairment loss of $4.4 million related to the long-lived assets of the Company’s commercial UAS Quantix solution, recorded to selling, general and administrative expense in the consolidated statement of operations.
(3)Earnings per share is computed independently for each of the quarters presented. The sum of the quarterly earnings per share may not equal the total earnings per share computed for the year due to rounding.
v3.20.1
Stock-Based Compensation (Tables)
12 Months Ended
Apr. 30, 2020
Stock-Based Compensation  
Schedule of stock option plans

Restated 2006 Plan

2002 Plan

1992 Plan

 

    

    

Weighted

    

    

Weighted

    

    

Weighted

 

Average

Average

Average

 

Exercise

Exercise

Exercise

 

Shares

Price

Shares

Price

Shares

Price

 

Outstanding at April 30, 2017

 

446,624

 

24.93

 

 

 

43,415

 

0.59

Options granted

 

 

 

 

 

 

Options exercised

 

(107,598)

 

23.80

 

 

 

(25,113)

 

0.59

Options canceled

 

 

 

 

 

 

Outstanding at April 30, 2018

 

339,026

 

25.29

 

 

 

18,302

 

0.59

Options granted

 

 

 

 

 

 

Options exercised

 

(2,000)

 

32.19

 

 

 

(4,000)

 

0.59

Options canceled

 

 

 

 

 

 

Outstanding at April 30, 2019

 

337,026

 

25.25

 

 

 

14,302

 

0.59

Options granted

 

 

 

 

 

 

Options exercised

 

(3,000)

 

31.15

 

 

 

(13,189)

 

0.59

Options canceled

 

 

 

 

 

 

Outstanding at April 30, 2020

 

334,026

 

25.19

 

 

 

1,113

 

0.59

Options exercisable at April 30, 2020

 

318,026

$

25.12

 

$

 

1,113

$

0.59

Schedule of the status of the Company's non-vested stock options

    

    

Weighted

 

Average

 

Grant Date

 

Non-vested Options

Options

Fair Value

 

Non-vested at April 30, 2019

 

39,510

$

10.90

Granted

 

 

Expired

 

 

Canceled

 

 

Vested

 

(23,510)

 

11.40

Non-vested at April 30, 2020

 

16,000

$

10.16

Schedule of information concerning outstanding and exercisable options

Options Outstanding

 

Weighted

 

Average

Options Exercisable

 

    

    

    

Remaining

    

Weighted

    

    

Weighted

 

As of

Contractual

Average

As of

Average

 

April 30,

Life In

Exercise

April 30,

Exercise

 

Range of Exercise Prices

2020

Years

Price

2020

Price

 

$

0.59

-

19.16

 

55,113

 

2.93

$

17.90

 

55,113

$

17.90

19.17

-

26.24

 

58,500

 

2.86

 

20.54

 

58,500

 

20.54

26.25

-

26.99

 

80,000

 

5.15

 

26.70

 

64,000

 

26.70

27.00

-

27.99

50,000

3.56

27.27

50,000

27.27

28.00

-

29.26

 

50,000

 

1.83

 

28.72

 

50,000

 

28.72

29.27

-

31.27

 

41,526

 

3.94

 

31.13

 

41,526

 

31.13

$

0.59

-

31.27

 

335,139

 

3.50

$

25.11

 

319,139

$

25.03

Schedule of Company's restricted stock awards

Information related to the Company’s restricted stock awards at April 30, 2020 and for the year then ended is as follows:

Restated 2006 Plan

 

    

    

Weighted

 

Average

 

Grant Date

 

Shares

Fair Value

 

Unvested stock at April 30, 2019

 

226,159

$

43.35

Stock granted

 

131,991

 

52.71

Stock vested

 

(143,962)

 

34.03

Stock canceled

 

(12,541)

 

47.86

Unvested stock at April 30, 2020

 

201,647

$

55.84

v3.20.1
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($)
$ in Thousands
12 Months Ended
Apr. 30, 2020
Apr. 30, 2019
Apr. 30, 2018
Allowance for doubtful accounts      
Movement in valuation and qualifying accounts and reserves      
Balance at Beginning of Period $ 1,041 $ 1,080 $ 104
Charged to Cost and Expenses 219 198 976
Deductions (70) (237)  
Balance at End of Period 1,190 1,041 1,080
Warranty reserve      
Movement in valuation and qualifying accounts and reserves      
Balance at Beginning of Period 1,704 2,090 1,947
Charged to Cost and Expenses 2,069 702 1,884
Deductions (1,758) (1,088) (1,741)
Balance at End of Period 2,015 1,704 2,090
Reserve for inventory excess and obsolescence      
Movement in valuation and qualifying accounts and reserves      
Balance at Beginning of Period 7,824 3,953 2,756
Charged to Cost and Expenses 5,377 5,054 2,758
Deductions (2,969) (1,183) (1,561)
Balance at End of Period 10,232 7,824 3,953
Reserve for self-insured medical claims      
Movement in valuation and qualifying accounts and reserves      
Balance at Beginning of Period 944 1,003 1,133
Charged to Cost and Expenses 13,031 10,808 9,100
Deductions (13,222) (10,867) (9,230)
Balance at End of Period $ 753 $ 944 $ 1,003
v3.20.1
Investments (Details) - USD ($)
$ in Thousands
Apr. 30, 2020
Apr. 30, 2019
Short-term investments:    
Total short-term investments $ 47,507 $ 150,487
Long-term investments:    
Equity Method Investments. 4,442  
Total long-term investments 15,030 9,386
Investment in limited partnership fund    
Long-term investments:    
Equity Method Investments. 4,442  
Held to maturity securities    
Short-term investments:    
Total short-term investments   150,487
Long-term investments:    
Total long-term investments   9,386
Held to maturity securities | Municipal securities    
Short-term investments:    
Total short-term investments   5,332
Held to maturity securities | U.S. government securities    
Short-term investments:    
Total short-term investments   63,205
Long-term investments:    
Total long-term investments   7,404
Held to maturity securities | Corporate bonds    
Short-term investments:    
Total short-term investments   81,950
Long-term investments:    
Total long-term investments   $ 1,982
Available-for-sale securities    
Short-term investments:    
Total short-term investments 47,507  
Long-term investments:    
Total long-term investments 10,588  
Available-for-sale securities | Municipal securities    
Short-term investments:    
Total short-term investments 5,244  
Long-term investments:    
Total long-term investments 1,592  
Available-for-sale securities | U.S. government securities    
Short-term investments:    
Total short-term investments 33,771  
Long-term investments:    
Total long-term investments 8,996  
Available-for-sale securities | Corporate bonds    
Short-term investments:    
Total short-term investments $ 8,492  
v3.20.1
Income Taxes Carryforward (Details) - USD ($)
12 Months Ended
Apr. 30, 2020
Apr. 30, 2019
Tax Credit Carryforward    
Increase in valuation allowance $ 2,871,000 $ 2,710,000
State    
Tax Credit Carryforward    
Tax credit carryforwards 26,694,000  
IRS    
Tax Credit Carryforward    
Tax credit carryforwards $ 2,729,000  
v3.20.1
Changes in Accounting Estimates (Details) - Revision of estimate of total costs required to complete the contracts - Cumulative catch-up adjustment - USD ($)
$ in Thousands
12 Months Ended
Apr. 30, 2020
Apr. 30, 2018
Amount of revised aggregate impact of adjustments in contract estimates on revenue related to performance obligations satisfied or partially satisfied in previous periods   $ 1,255
Design and development agreement    
Amount of aggregate impact of adjustments in contract estimates on revenue related to performance obligations satisfied or partially satisfied in previous periods $ 1,099  
TMS contract    
Amount of aggregate impact of adjustments in contract estimates on revenue related to performance obligations satisfied or partially satisfied in previous periods $ (1,403)  
v3.20.1
Fair Value Measurements - (Details) - Recurring basis
$ in Thousands
Apr. 30, 2020
USD ($)
Fair Value Measurement  
Available for sale securities $ 58,095
Total 58,095
Significant other observable inputs (Level 2)  
Fair Value Measurement  
Available for sale securities 58,095
Total $ 58,095
v3.20.1
Intangibles - Intangibles included in other assets on the balance sheet (Details) - USD ($)
3 Months Ended 12 Months Ended
Oct. 31, 2017
Apr. 30, 2020
Apr. 30, 2019
Apr. 30, 2018
Intangibles        
Intangibles, net   $ 13,637,000 $ 459,000  
Amortization expense   $ 2,822,000 $ 357,000 $ 296,000
Altoy        
Intangibles        
Impairment loss $ 899,000      
Weighted average        
Intangibles        
Weighted average amortization period   4 years 1 year  
Technology        
Intangibles        
Weighted average amortization period   6 years    
Licenses        
Intangibles        
Weighted average amortization period   3 years    
In process research and development        
Intangibles        
Weighted average amortization period   3 years    
Other assets, long term        
Intangibles        
Intangibles, gross   $ 17,770,000 $ 1,770,000  
Less accumulated amortization   (4,133,000) (1,311,000)  
Intangibles, net   13,637,000 459,000  
Other assets, long term | Technology        
Intangibles        
Intangibles, gross   14,950,000    
Other assets, long term | Licenses        
Intangibles        
Intangibles, gross   1,006,000 1,006,000  
Other assets, long term | Customer relationships        
Intangibles        
Intangibles, gross   873,000 733,000  
Other assets, long term | In process research and development        
Intangibles        
Intangibles, gross   550,000    
Other assets, long term | Non-compete agreements        
Intangibles        
Intangibles, gross   320,000    
Other assets, long term | Trademarks and tradenames        
Intangibles        
Intangibles, gross   68,000 28,000  
Other assets, long term | Other        
Intangibles        
Intangibles, gross   $ 3,000 $ 3,000  
v3.20.1
Geographic Information (Details)
12 Months Ended
Apr. 30, 2020
Apr. 30, 2019
Apr. 30, 2018
Non-U.S. customers      
Product Information      
Percentage of revenue 45.00% 52.00% 47.00%
v3.20.1
Long-Term Incentive Awards
12 Months Ended
Apr. 30, 2020
Long-Term Incentive Awards.  
Long-Term Incentive Awards

13.          Long-Term Incentive Awards

During the three months ended July 27, 2019, the Company granted awards under its amended and restated 2006 Equity Incentive Plan (the “Restated 2006 Plan”) to key employees (“Fiscal 2020 LTIP”). Awards under the Fiscal 2020 LTIP consist of: (i) time-based restricted stock awards, which vest in equal tranches in July 2020, July 2021 and

July 2022, 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, 2022. 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. During the fiscal year ended April 30, 2020, the Company recorded $649,000 of compensation expense related to the Fiscal 2020 LTIP. At April 30, 2020, the maximum compensation expense that may be recorded for the performance-based portion of the Fiscal 2020 LTIP is $4,263,000.

During the three months ended July 28, 2018, the Company granted awards under 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) 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 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. During the fiscal years ended April 30, 2020 and 2019, the Company recorded $386,000 and $572,000 of compensation expense related to the Fiscal 2019 LTIP, respectively. At April 30, 2020, the maximum compensation expense that may be recorded for the performance-based portion of the Fiscal 2019 LTIP is $2,478,000.

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) 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. During the fiscal years ended April 30, 2020, 2019 and 2018, the Company recorded $193,000, $588,000 and $269,000 of compensation expense related to the Fiscal 2018 LTIP, respectively. During the first quarter of fiscal 2021, the Company expects to issue a total of 27,356 fully-vested shares of common stock to settle the Fiscal 2018 LTIP.

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 vested in equal tranches in July 2017, July 2018 and July 2019, and (ii) PRSUs, which vested based on the Company’s achievement of revenue and operating income targets for the three-year period ending April 30, 2019. During the three months ended July 27, 2019, the Company issued a total of 14,814 fully-vested shares of common stock to settle the PRSUs in the Fiscal 2017 LTIP. No compensation expense was recorded during fiscal year ended April 30, 2020 for the Fiscal 2017 LTIP.

At April 30, 2020 and 2019, the Company recorded cumulative stock-based compensation expense from these long-term incentive awards of $2,657,000 and $1,889,000, 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.

v3.20.1
Related Party Transactions
12 Months Ended
Apr. 30, 2020
Related Party Transactions  
Related Party Transactions

17.          Related Party Transactions

Pursuant to a consulting agreement, the Company paid a board member approximately $59,000, $55,000 and $48,000 for fiscal years ended April 30, 2020, 2019 and 2018, respectively, for consulting services independent of his board service.

Concurrent with the formation of HAPSMobile, the Company executed a Design and Development Agreement (the “DDA”) with HAPSMobile. Under the DDA and related efforts, the Company will use its best efforts, up to a maximum value of $166,108,000, 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 $60,864,000, $55,407,000 and $29,594,000 for the fiscal years ended April 30, 2020, 2019 and 2018, respectively. At April 30, 2020 and 2019, the Company had unbilled related party receivables from HAPSMobile of

$15,779,000 and $9,028,000 recorded in unbilled receivables and retentions on the consolidated balance sheet, respectively. As of April 30, 2020, the Company owned approximately a 7% stake. Refer to Note 8 – Equity Method Investments for further details.

v3.20.1
Business Acquisitions (Tables)
12 Months Ended
Apr. 30, 2020
Business Acquisitions  
Schedule of the fair value of the assets acquired and liabilities assumed at the acquisition date

June 10,

2019

Technology

    

$

14,950

Goodwill

6,340

In-process R&D

550

Inventory

334

Non-compete agreements

320

Other assets, net of liabilities assumed

(614)

Total net identified assets acquired

$

21,880

Fair value of consideration:

Cash

$

18,677

Holdback

1,250

Retention

250

Contingent consideration

1,703

Total

$

21,880

Schedule of unaudited pro forma summary presents consolidated information of the Company as if the business combination had occurred

Year Ended

 

April 30,

April 30,

    

2020

    

2019

 

Revenue

$

367,523

$

316,878

Net income attributable to AeroVironment, Inc.

$

41,481

$

43,204

v3.20.1
Leases (Tables)
12 Months Ended
Apr. 30, 2020
Leases  
Schedule of components of lease costs

Year Ended

April 30,

    

2020

Operating lease cost

$

4,574

Short term lease cost

500

Variable lease cost

987

Sublease income

(287)

Total lease costs, net

$

5,774

Schedule of supplemental lease information

Supplemental lease information were as follows:

Year Ended

April 30,

    

2020

(In thousands)

Cash paid for amounts included in the measurement of operating lease liabilities

$

3,897

Right-of-use assets obtained in exchange for new lease liabilities

$

13,022

Weighted average remaining lease term

34 months

Weighted average discount rate

3.7%

Schedule of maturities of operating lease liabilities - ASC 842

Maturities of operating lease liabilities as of April 30, 2020 were as follows (in thousands):

2021

$

4,222

2022

 

3,910

2023

 

2,171

2024

 

1,055

2025

 

62

Thereafter

Total lease payments

11,420

Less: imputed interest

(1,207)

Total present value of operating lease liabilities

$

10,213

Schedule of maturities of operating lease liabilities - ASC 840

Maturities of operating lease liabilities as of April 30, 2019 were as follows:

2020

$

5,298

2021

3,527

2022

 

2,723

2023

 

1,554

2024

 

953

Thereafter

 

Total lease payments

$

14,055

v3.20.1
Intangibles (Details) - USD ($)
3 Months Ended 12 Months Ended
Oct. 31, 2017
Apr. 30, 2020
Apr. 30, 2019
Apr. 30, 2018
Intangibles        
Amortization expense   $ 2,822,000 $ 357,000 $ 296,000
Altoy        
Intangibles        
Impairment loss $ 899,000      
Weighted average        
Intangibles        
Weighted average amortization period   4 years 1 year  
v3.20.1
Quarterly Results of Operations (Unaudited) (Details) - USD ($)
3 Months Ended 12 Months Ended
Apr. 30, 2020
Jan. 31, 2020
Oct. 31, 2019
Jul. 31, 2019
Apr. 30, 2019
Jan. 31, 2019
Oct. 31, 2018
Jul. 31, 2018
Apr. 30, 2020
Apr. 30, 2019
Apr. 30, 2018
Selected Quarterly Financial Information                      
Revenue $ 135,223,000 $ 61,891,000 $ 83,271,000 $ 86,911,000 $ 87,930,000 $ 75,322,000 $ 72,979,000 $ 78,043,000 $ 367,296,000 $ 314,274,000 $ 268,424,000
Gross margin 53,168,000 23,496,000 35,166,000 41,272,000 37,023,000 30,392,000 28,399,000 32,589,000 $ 153,102,000 $ 128,403,000 $ 107,685,000
Net (loss) income from attributable to AeroVironment from continuing operations $ 17,736,000 $ (1,008,000) $ 7,501,000 $ 17,110,000 $ 6,097,000 $ 8,431,000 $ 7,047,000 $ 20,337,000      
Net (loss) income per share attributable to AeroVironment from continuing operations-basic $ 0.74 $ (0.04) $ 0.32 $ 0.72 $ 0.26 $ 0.35 $ 0.30 $ 0.86 $ 1.74 $ 1.77 $ 0.93
Net (loss) income per share attributable to AeroVironment from continuing operations-diluted $ 0.73 $ (0.04) $ 0.31 $ 0.71 $ 0.26 $ 0.35 $ 0.29 $ 0.85 $ 1.72 $ 1.74 $ 0.91
Number of weeks                 91 days    
Impairment of intangible assets and goodwill                     $ 1,021,000
Deferred tax expense                     $ 3,300,000
v3.20.1
Investments - Held-To-Maturity Securities (Details) - USD ($)
$ in Thousands
12 Months Ended
Apr. 30, 2020
Apr. 30, 2019
Investments    
Carrying Amount $ 151,867  
Net Unrealized Gains 150  
Held To Maturity Securities    
Amortized Cost 58,032  
Total 58,095  
Municipal securities    
Investments    
Carrying Amount 23,706  
Net Unrealized Gains 34  
U.S. government securities    
Investments    
Carrying Amount 41,465  
Net Unrealized Gains 38  
Corporate bonds    
Investments    
Carrying Amount 85,679  
Net Unrealized Gains 73  
Certificates of deposit    
Investments    
Carrying Amount 1,017  
Net Unrealized Gains 5  
Held to maturity securities    
Held To Maturity Securities    
Amortized Cost 159,873  
Gross Unrealized Gains 100  
Gross Unrealized Losses (58)  
Total 159,915  
Held to maturity securities | Municipal securities    
Held To Maturity Securities    
Amortized Cost 5,332  
Gross Unrealized Gains 2  
Gross Unrealized Losses (1)  
Total 5,333  
Held to maturity securities | U.S. government securities    
Held To Maturity Securities    
Amortized Cost 70,609  
Gross Unrealized Gains 78  
Gross Unrealized Losses (52)  
Total 70,635  
Held to maturity securities | Corporate bonds    
Held To Maturity Securities    
Amortized Cost 83,932  
Gross Unrealized Gains 20  
Gross Unrealized Losses (5)  
Total 83,947  
Available-for-sale securities    
Held To Maturity Securities    
Amortized Cost 58,032  
Gross Unrealized Gains 70  
Gross Unrealized Losses (7)  
Total 58,095 $ 0
Available-for-sale securities | Municipal securities    
Held To Maturity Securities    
Amortized Cost 6,807  
Gross Unrealized Gains 29  
Total 6,836  
Available-for-sale securities | U.S. government securities    
Held To Maturity Securities    
Amortized Cost 42,730  
Gross Unrealized Gains 41  
Gross Unrealized Losses (4)  
Total 42,767  
Available-for-sale securities | Corporate bonds    
Held To Maturity Securities    
Amortized Cost 8,495  
Gross Unrealized Losses (3)  
Total $ 8,492  
v3.20.1
Income Taxes Other (Details) - USD ($)
12 Months Ended
Apr. 30, 2020
Apr. 30, 2019
Unrecognized tax benefits    
State net operating loss carryforwards $ 10,000  
Foreign net operating loss carryforwards 660,000  
Foreign net operating losses subject to expiration 320,000  
Activity related to gross unrecognized tax benefits    
Beginning balance 12,593,000 $ 11,170,000
Increases related to prior year tax positions 62,000 216,000
Increases related to current year tax positions 1,971,000 1,756,000
Decreases related to lapsing of statute of limitations (279,000) (549,000)
Ending balance 14,347,000 12,593,000
Reversal of uncertain tax position reserve, including interest 279,000  
Accrued interest and penalties related to unrecognized tax positions 21,000 $ 18,000
Statute of limitations expiration    
Unrecognized tax benefits    
Estimated decrease in unrecognized tax benefits in the next twelve months $ (53,600)  
v3.20.1
Related Party Transactions (Details)
12 Months Ended
Apr. 30, 2020
USD ($)
Apr. 30, 2019
USD ($)
Apr. 30, 2018
USD ($)
Dec. 04, 2019
JPY (¥)
Dec. 04, 2019
USD ($)
May 11, 2019
May 10, 2019
JPY (¥)
May 10, 2019
USD ($)
Feb. 09, 2019
Feb. 08, 2019
Jan. 29, 2019
JPY (¥)
Jan. 29, 2019
USD ($)
Apr. 17, 2018
JPY (¥)
Apr. 17, 2018
USD ($)
Dec. 27, 2017
JPY (¥)
Dec. 27, 2017
USD ($)
Long-Term Incentive Awards                                
Revenue $ 60,864,000 $ 55,407,000 $ 29,594,000                          
Unbilled related party receivables 15,779,000 9,028,000                            
Design and Development Agreement                                
Long-Term Incentive Awards                                
Maximum net value 166,108,000                              
Revenue 60,864,000 55,407,000 29,594,000                          
Board member | Consulting agreement                                
Long-Term Incentive Awards                                
Amount paid to related party $ 59,000 55,000 $ 48,000                          
HAPSMobile                                
Long-Term Incentive Awards                                
Payments for purchase of interest       ¥ 540,050,000 $ 4,982,000   ¥ 500,000,000 $ 4,569,000     ¥ 209,500,000 $ 1,926,000 ¥ 150,000,000 $ 1,407,000 ¥ 210,000,000 $ 1,860,000
Ownership percentage 7.00%     7.00% 7.00% 5.00% 10.00% 10.00% 10.00% 5.00%         5.00% 5.00%
Unbilled receivables and retention | HAPSMobile                                
Long-Term Incentive Awards                                
Unbilled related party receivables $ 15,779,000 $ 9,028,000                            
v3.20.1
Fair Value Measurements - Reconciliation (Details) - Significant unobservable inputs (Level 3)
$ in Thousands
12 Months Ended
Apr. 30, 2020
USD ($)
Reconciliation between beginning and ending balances of items measured at fair value on recurring basis  
Business acquisition $ 1,703
Settlements (2,500)
Cost of sales  
Reconciliation between beginning and ending balances of items measured at fair value on recurring basis  
Included in earnings 1,147
SG&A  
Reconciliation between beginning and ending balances of items measured at fair value on recurring basis  
Included in earnings (703)
Reseach and development  
Reconciliation between beginning and ending balances of items measured at fair value on recurring basis  
Included in earnings $ 353
v3.20.1
Organization and Significant Accounting Policies - Accrued Sales Commission (Details) - USD ($)
4 Months Ended 9 Months Ended 12 Months Ended
Dec. 22, 2017
Apr. 30, 2018
Jan. 31, 2018
Apr. 30, 2020
Apr. 30, 2019
Apr. 30, 2018
Self-Insurance Liability            
Estimated self-insurance liability of employee medical claim       $ 753,000 $ 965,000  
Income Taxes            
U.S. federal statutory income tax rate (as a percent) 35.00% 21.00% 35.00% 21.00% 21.00% 30.40%
Deferred tax expense           $ 3,300,000
Other current liabilities            
Accrued liabilities            
Accrued sales commission       $ 2,842,000 $ 1,301,000  
v3.20.1
Organization and Significant Accounting Policies - Research and Development (Details) - USD ($)
$ in Thousands
12 Months Ended
Apr. 30, 2020
Apr. 30, 2019
Apr. 30, 2018
Research and Development      
Revenue from customer funded research and development $ 80,934 $ 76,407 $ 52,489
Cost of sales 56,440 54,824 36,855
Research and Development With Federal Government      
Funding 11,225    
Reimbursement amount 21,933    
Reimbursements under the contract $ 8,102 5,936 4,188
Lease Accounting      
Deferred rent liabilities   1,173 1,536
Option to extend period (in years) 10 years    
Option to terminate period (in years) 2 years    
Advertising Costs      
Advertising expenses $ 934 897 526
Foreign currency transactions      
Foreign currency gain (loss) (1) (38) 87
Numerator for basic earnings per share:      
Continuing operations attributable to AeroVironment 41,339 41,912 21,750
Discontinued operations, net of tax (265) 5,526 (3,887)
Net income attributable to AeroVironment $ 41,074 $ 47,438 $ 17,863
Denominator for basic (loss) earnings per share:      
Weighted average common shares 23,806,208 23,663,410 23,471,241
Dilutive effect of employee stock options, restricted stock and restricted stock units 281,959 408,303 342,531
Denominator for diluted (loss) earnings per share 24,088,167 24,071,713 23,813,772
Number of shares reserved for issuance that are anti-dilutive 3,000 18,000 22,000
Minimum      
Lease Accounting      
Remaining lease terms (in years) 1 year    
Maximum      
Lease Accounting      
Remaining lease terms (in years) 6 years    
Option to extend period (in years) 10 years    
v3.20.1
Warranty Reserves (Details) - USD ($)
$ in Thousands
12 Months Ended
Apr. 30, 2020
Apr. 30, 2019
Warranty Reserves    
Beginning balance $ 1,704 $ 2,090
Warranty expense 2,258 211
Changes in estimates related to pre-existing warranties (189) 491
Warranty costs settled (1,758) (1,088)
Ending balance $ 2,015 $ 1,704
v3.20.1
Stock-Based Compensation Non-Vested Stock Options (Details) - USD ($)
12 Months Ended 36 Months Ended
Apr. 30, 2020
Apr. 30, 2019
Apr. 30, 2018
Apr. 30, 2020
Options        
Options granted (in shares) 0 0 0  
Weighted Average Grant Date Fair value        
Unrecognized compensation cost related to non-vested stock awards $ 7,670,000     $ 7,670,000
Period over which unrecognized compensation cost is expected to be recognized 2 years      
Weighted average period over which unrecognized compensation cost is expected to be recognized 2 years 6 months      
Exercise of stock options $ 100,000 $ 71,000 $ 2,705,000  
Excess tax benefit from stock-based compensation       $ 0
Stock options        
Options        
Non-vested at beginning of year (in shares) 39,510      
Vested (in shares) (23,510)      
Non-vested at end of year (in shares) 16,000 39,510   16,000
Weighted Average Grant Date Fair value        
Non-vested at beginning of year (in dollars per share) $ 10.90      
Vested (in dollars per share) 11.40      
Non-vested at end of year (in dollars per share) $ 10.16 $ 10.90   $ 10.16
Exercise of stock options $ 101,000 $ 67,000 2,576,000  
Fair value of shares vested $ 4,900,000 $ 4,756,000 $ 3,328,000  
v3.20.1
Leases - Maturities - ASC 842 (Details)
$ in Thousands
Apr. 30, 2020
USD ($)
Maturities of operating lease liabilities:  
2021 $ 4,222
2022 3,910
2023 2,171
2024 1,055
2025 62
Total lease payments 11,420
Less: imputed interest (1,207)
Total present value of operating lease liabilities $ 10,213
v3.20.1
Intangibles Estimated Amortization Expense (Details)
$ in Thousands
Apr. 30, 2020
USD ($)
Estimated amortization expense  
2021 $ 2,792
2022 2,829
2023 2,688
2024 2,629
2025 2,492
Total $ 13,430
v3.20.1
Income Taxes (Details) - USD ($)
12 Months Ended
Apr. 30, 2020
Apr. 30, 2019
Apr. 30, 2018
Income Taxes      
Domestic $ 52,730,000 $ 50,644,000 $ 32,651,000
Foreign (60,000) (166,000) (34,000)
Income from continuing operations before income taxes 52,670,000 50,478,000 32,617,000
Equity method investment loss, net of tax (5,487,000) (3,944,000) (1,283,000)
Income (loss) before income taxes 47,183,000 $ 46,534,000 $ 31,334,000
Deferred tax liabilities for income taxes on undistributed earnings $ 0    
v3.20.1
Leases - Components of lease costs (Details)
$ in Thousands
12 Months Ended
Apr. 30, 2020
USD ($)
Components of lease costs  
Operating lease cost $ 4,574
Short term lease cost 500
Variable lease cost 987
Sublease income (287)
Total lease costs, net $ 5,774
v3.20.1
Document and Entity Information - USD ($)
$ in Millions
12 Months Ended
Apr. 30, 2020
Jun. 17, 2020
Oct. 26, 2019
Document and Entity Information      
Entity Registrant Name AeroVironment Inc    
Entity File Number 001-33261    
Entity Central Index Key 0001368622    
Document Type 10-K    
Document Annual Report true    
Document Transition Report false    
Document Period End Date Apr. 30, 2020    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 95-2705790    
Amendment Flag false    
Trading Symbol AVAV    
Title of 12(b) Security Common Stock, par value $0.0001 per share    
Security Exchange Name NASDAQ    
Entity Interactive Data Current Yes    
Current Fiscal Year End Date --04-30    
Entity Address, Address Line One 900 Innovators Way    
Entity Address, City or Town Simi Valley    
Entity Address, State or Province CA    
Entity Address, Postal Zip Code 93065    
City Area Code (805)    
Local Phone Number 520-8350    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Filer Category Large Accelerated Filer    
Entity Public Float     $ 1,221.7
Entity Common Stock, Shares Outstanding   24,063,602  
Document Fiscal Year Focus 2019    
Document Fiscal Period Focus FY    
Entity Emerging Growth Company false    
Entity Shell Company false    
Entity Small Business false    
v3.20.1
Warranty Reserves
12 Months Ended
Apr. 30, 2020
Warranty Reserves  
Warranty Reserves

9.           Warranty Reserves

Warranty reserve activity is summarized as follows:

April 30,

    

2020

    

2019

 

(In thousands)

 

Beginning balance

$

1,704

$

2,090

Warranty expense

 

2,258

 

211

Changes in estimates related to pre-existing warranties

(189)

491

Warranty costs settled

 

(1,758)

 

(1,088)

Ending balance

$

2,015

$

1,704

During the fiscal year ended April 30, 2019, the Company revised its estimates based on the results of additional engineering studies and recorded incremental warranty reserve charges totaling $491,000 related to the estimated costs to repair a component of certain small UAS that were delivered in prior periods. During the fiscal year ended April 30, 2020, the Company revised its estimates based on the results of additional engineering studies to $302,000. As April 30, 2020 and 2019, the Company had no remaining warranty reserve related to the estimated costs to repair the impacted UAS and $251,000, respectively. As of April 30, 2020 and 2019, the Company incurred total costs related to this warranty of $288,000 and $240,000, respectively.

v3.20.1
Consolidated Statements of Operations (Parenthetical) - USD ($)
$ in Thousands
12 Months Ended
Apr. 30, 2020
Apr. 30, 2019
Apr. 30, 2018
Consolidated Statements of Operations      
Related party revenue $ 60,864 $ 55,407 $ 29,594
Tax expense $ (76) $ 2,444  
v3.20.1
Organization and Significant Accounting Policies
12 Months Ended
Apr. 30, 2020
Organization and Significant Accounting Policies  
Organization and Significant Accounting Policies

1.           Organization and Significant Accounting Policies

Organization

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

Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of AeroVironment, Inc. and its wholly-owned subsidiaries: Pulse Aerospace, LLC (“Pulse”) and AeroVironment, Inc. (Afghanistan), as well as the Company’s Turkish joint venture, Altoy Savunma Sanayi ve Havacilik Anonim Sirketi (“Altoy”) (collectively referred to herein as the “Company”).

In February 2018, the Company dissolved AeroVironment GmbH, the results of which were not material to the consolidated financial statements. In February 2019, the Company dissolved AeroVironment International PTE. LTD., the results of which were not material to the consolidated financial statements. In October 2019, the Company dissolved its wholly-owned subsidiary, Skytower, Inc., the results of which were not material to the consolidated financial statements.

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 represented 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.

On June 10, 2019, the Company purchased 100% of the issued and outstanding member units of Pulse Aerospace, LLC (“Pulse”) pursuant to the terms of a Unit Purchase Agreement (the “Pulse Purchase Agreement”). The assets, liabilities and operating results of Pulse have been included in the Company’s consolidated financial statements. Refer to Note 19—Business Acquisitions for further details.

Investments in Companies Accounted for Using the Equity or Cost Method

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

When an investment accounted for using the equity method issues its own shares, the subsequent reduction in the Company’s proportionate interest in the investee is reflected in equity as an adjustment to paid-in-capital. The

Company evaluates its investments in companies accounted for by the equity or cost method for impairment when there is evidence or indicators that a decrease in value may be other than temporary.

In December of 2017, the Company and SoftBank Corp. (“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 is accounted as an equity method investment. The Company has presented its proportion of HAPSMobile’s net loss in equity method investment loss, net of tax in the consolidated statement of operations. The carrying value of the investment in HAPSMobile was recorded in other assets, long-term. Refer to Note 8 – Equity Method Investments for further details.

In July 2019, the Company made its initial capital contribution to a limited partnership fund focusing on highly relevant technologies and start-up companies serving defense and industrial markets. The Company accounts for investments in limited partnerships as equity method investments as the Company is deemed to have influence when it holds more than a minor interest. Refer to Note 8 – Equity Method Investments for further details.

Segments

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM, who is the Chief Executive Officer, makes operating decisions, assesses performance and makes resource allocation decisions, including the focus of research and development (“R&D”), on a consolidated basis for the Company’s continuing operations. Accordingly, the Company operates its business as a single reportable segment.

Use of Estimates

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

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation. Specifically, the Company’s existing intangible assets have been reclassified from other assets to intangibles, net on the consolidated balance sheet for all periods presented.

Cash Equivalents

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

Investments

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

Unrealized gains and losses are excluded from earnings and reported as a separate component of stockholders’ equity, net of deferred income taxes for available-for-sale investments.

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

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

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

Fair Values of Financial Instruments

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

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash, cash equivalents, municipal bonds, U.S. government securities, U.S. government-guaranteed agency securities, U.S. government sponsored agency debt securities, highly rated commercial paper, highly rated corporate bonds, and accounts receivable. The Company currently invests the majority of its cash in municipal bonds, U.S. government securities, U.S. government-guaranteed agency securities, U.S. government sponsored agency debt securities and highly rated corporate bonds. The Company’s revenue and accounts receivable are with a limited number of corporations and governmental entities. In the aggregate, 61%, 58% and 58% of the Company’s revenue came from agencies of the U.S. government for the years ended April 30, 2020, 2019 and 2018, respectively. These agencies accounted for 62% and 26% of the accounts receivable balances at April 30, 2020 and 2019, respectively. One such agency, the U.S. Army, accounted for 32%, 28% and 19% of the Company’s consolidated revenue for the years ended April 30, 2020, 2019 and 2018, respectively. The Company performs ongoing credit evaluations of its commercial customers and maintains an allowance for potential losses.

Accounts Receivable, Unbilled Receivables and Retentions

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

Retentions represent amounts withheld by customers until contract completion. At April 30, 2020 and 2019, the retention balances were $717,000 and $1,102,000, respectively. The Company determines the allowance for doubtful accounts based on historical customer experience and other currently available evidence. When a specific account is deemed uncollectible, the account is written off against the allowance. The allowance for doubtful accounts reflects the Company’s best estimate of probable losses inherent in the accounts receivable balance; such losses have historically been within management’s expectations. An account is deemed past due based on contractual terms rather than on how recently payments have been received.

Inventories

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

Long-Lived Assets

Property and equipment are carried at cost. Depreciation of property and equipment, including amortization of leasehold improvements, are provided using the straight-line method over the following estimated useful lives:

Machinery and equipment

    

2 - 7

 years

 

Computer equipment and software

 

2 - 5

 years

Furniture and fixtures

 

3 - 7

 years

Leasehold improvements

 

Lesser of useful life or term of lease

Maintenance, repairs and minor renewals are charged directly to expense as incurred. Additions and betterments to property and equipment are capitalized at cost. When the Company disposes of assets, the applicable costs and accumulated depreciation and amortization thereon are removed from the accounts and any resulting gain or loss is included in selling, general and administrative (“SG&A”) expense in the period incurred.

The Company reviews the recoverability of its long-lived assets whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The estimated future cash flows are based upon, among other things, assumptions about expected future operating performance, and may differ from actual cash flows. If the sum of the projected undiscounted cash flows (excluding interest) is less than the carrying value of the assets, the assets will be written down to the estimated fair value in the period in which the determination is made. During the three months ended April 30, 2019, the Company recorded an impairment loss of $4,398,000 related to the long-lived assets of its commercial UAS Quantix solution. Refer to Note 7 – Property and equipment, net.

Intangibles Assets — Acquired in Business Combinations

The Company performs valuations of assets acquired and liabilities assumed on each acquisition accounted for as a business combination and allocates the purchase price of the acquired business to the respective net tangible and intangible assets. Acquired intangible assets include technology, in-process research and development, customer relationships, trademarks and tradenames, and non-compete agreements. The Company determines the appropriate useful life by performing an analysis of expected cash flows based on historical experience of the acquired businesses. Intangible assets are amortized over their estimated useful lives using the straight-line method which approximates the pattern in which the economic benefits are consumed. The estimated useful life for the Company’s intangible assets are as follows:

Technology

    

6

 years

 

Licenses

 

3

 years

Customer relationships

 

3 - 5

 years

In-process research and development

3

 years

Non-compete agreements

 

Contractual term

The Company monitors conditions related to these assets to determine whether events and circumstances warrant a revision to the remaining amortization period. The Company tests its intangible assets with finite lives for potential impairment whenever management concludes events or changes in circumstances indicate that the carrying

amount may not be recoverable. The original estimate of an asset's useful life and the impact of an event or circumstance on either an asset's useful life or carrying value involve significant judgment.

Goodwill

Goodwill represents the excess of the cost of an acquired entity over the fair value of the acquired net assets. Goodwill is tested for impairment annually during the fourth quarter of the Company’s fiscal year or when events or circumstances change in a manner that indicates goodwill might be impaired. Events or circumstances that could trigger an impairment review include, but are not limited to, a significant adverse change in legal factors or in the business or political climate, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, significant changes in the manner of the Company’s use of the acquired assets or the strategy for the Company’s overall business, significant negative industry or economic trends or significant underperformance relative to projected future results of operations.

Product Warranty

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

Accrued Sales Commissions

As of April 30, 2020 and 2019, the Company accrued sales commissions in other current liabilities of $2,842,000 and $1,301,000, respectively.

Self-Insurance Liability

The Company is self-insured for employee medical claims, subject to individual and aggregate stop loss policies. The Company estimates a liability for claims filed and incurred but not reported based upon recent claims experience and an analysis of the average period of time between the occurrence of a claim and the time it is reported to and paid by the Company. As of April 30, 2020 and 2019, the Company estimated and recorded a self-insurance liability in wages and related accruals of approximately $753,000 and $965,000, respectively.

Income Taxes

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

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law making 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, and limitation on the deductibility of certain executive compensation.

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. 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 and recorded a one-time deferred tax expense of approximately $3,300,000 during the year ended April 30, 2018.

On March 27, 2020, the United States enacted the Coronavirus Aid, Relief and Economic Security Act (CARES Act) in an effort to curtail the effect of COVID-19. While the CARES Act provides sweeping tax changes in response to the COVID-19 pandemic, some of the more significant provisions are not expected to impact the Company’s financial statements including the removal of certain limitations on utilization of net operating losses, increasing the loss carryback period for certain losses to five years, and increasing the ability to deduct interest expense. The Company does expect to benefit in the future, however, from the technical correction made to the previously enacted Tax Cuts and Jobs Act in relation to tax depreciation of qualified improvement property.

Customer Advances and Amounts in Excess of Cost Incurred

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

Revenue Recognition

The Company’s revenue is generated pursuant to written contractual arrangements to design, develop, manufacture and/or modify complex products, and to provide related engineering, technical and other services according to the specifications of the 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, Revenue from Contracts with Customers (“ASC 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 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 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 reasonable margin approach. This approach estimates the Company’s 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, which accounted for 42% of revenue during our fiscal year ended April 30, 2020, or at a point in time, 58%. 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 tactical missile systems (“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 April 30, 2020, the Company had approximately $208,063,000 of remaining performance obligations under contracts with its customers, which the Company also refers to as backlog. The Company currently expects to recognize approximately 96% of the remaining performance obligations as revenue in fiscal 2021, an additional 4% in fiscal 2022, 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 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 years ended April

30, 2020, 2019 or 2018. During the year ended April 30, 2020, the Company revised its estimates of the total expected costs to complete a TMS contract and a contract associated with a design and development agreement. The aggregate impact of these adjustments in contract estimates on revenue related to performance obligations satisfied or partially satisfied in previous periods was a decrease of approximately $1,403,000 and an increase of approximately $1,099,000, respectively. No adjustment on any one contract was material to the Company’s consolidated financial statements for the years ended April 30, 2019. During the year ended April 30, 2018, the Company revised its estimates of the total expected costs to complete a TMS variant contract. The aggregate impact of these adjustments in contract estimates on revenue related to performance obligations satisfied or partially satisfied in previous periods was a decrease of approximately $1,255,000.

Revenue by Category

The following tables present the Company’s revenue disaggregated by major product line, contract type, customer category and geographic location (in thousands):

Year Ended April 30,

Revenue by major product line/program

2020

    

2019

2018

Small UAS

$

225,888

$

183,157

$

167,534

TMS

63,781

65,087

63,406

HAPS

60,864

55,407

29,593

Other

 

16,763

 

10,623

 

7,891

Total revenue

$

367,296

$

314,274

$

268,424

Year Ended April 30,

Revenue by contract type

2020

    

2019

2018

FFP

$

269,917

$

224,090

$

212,976

CPFF

94,176

89,485

55,203

T&M

 

3,203

 

699

 

245

Total revenue

$

367,296

$

314,274

$

268,424

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.

Year Ended April 30,

Revenue by customer category

2020

    

2019

2018

U.S. government:

$

225,341

$

182,586

$

156,996

Non-U.S. government

141,955

131,688

111,428

Total revenue

$

367,296

$

314,274

$

268,424

Year Ended April 30,

Revenue by geographic location

2020

    

2019

2018

Domestic

$

201,046

$

151,124

$

142,158

International

166,250

163,150

126,266

Total revenue

$

367,296

$

314,274

$

268,424

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 years ended April 30, 2020 or 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 years ended April 30, 2020, 2019, and 2018 that was included in contract liability balances at the beginning of each year were $1,670,000, $1,587,000 and $977,000, respectively.

Stock-Based Compensation

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

Long-Term Incentive Awards

For long-term incentive awards outstanding as of April 30, 2020, the awards include time-based awards which vest equally over three years and performance-based awards which vest based on the achievement of a target payout established at the beginning of each performance period. The actual payout at the end of the performance period is calculated based upon the Company’s achievement of such targets. Payouts are made in shares of restricted stock which become immediately vested upon issuance.

At each reporting period, the Company reassesses the probability of achieving the performance targets. The estimation of whether the performance targets will be achieved requires judgment, and, to the extent actual results or updated estimates differ from the Company’s current estimates, the cumulative effect on current and prior periods of those changes will be recorded in the period estimates are revised.

Research and Development

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

Customer-funded research and development costs are incurred pursuant to contracts (revenue arrangements) to perform research and development activities according to customer specifications. These costs are direct contract costs and are expensed to cost of sales when the corresponding revenue is recognized, which is generally as the research and development services are performed. Revenue from customer-funded research and development was approximately $80,934,000, $76,407,000 and $52,489,000 for the years ended April 30, 2020, 2019 and 2018, respectively. The related

cost of sales for customer-funded research and development totaled approximately $56,440,000, $54,824,000 and $36,855,000 for the years ended April 30, 2020, 2019 and 2018, respectively.

In January 2017, the Company executed a cost sharing Other Transaction Agreement type contract funded by the US Federal Government to perform certain system design, development and functional testing activities specific to a new prototype UAS on a best-efforts basis. Costs of $21,933,000 will be reimbursed to the Company as the activities are performed, while the Company is responsible for funding a minimum of $11,225,000. The term of the agreement is through December 2020. The Company has determined that the contract meets the criteria of ASC 912-730-05 Contractors – Federal Government and, therefore, all reimbursements are recorded as an offset to research and development expense in the consolidated statements of income. Reimbursements under the contract were $8,102,000, $5,936,000 and $4,188,000 for the fiscal years ended April 30, 2020, 2019 and 2018, respectively.

Lease Accounting

The Company adopted Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), along with several additional clarification ASU’s issued during 2018 (“New Lease Standard”) effective May 1, 2019. The New Lease Standard requires the lessee to recognize the assets and liabilities for the rights and obligations created by leases. At contract inception the Company determines whether the contract is, or contains, a lease and whether the lease should be classified as an operating or a financing lease. Operating leases are recorded in operating lease right-of-use assets, current operating lease liabilities and non-current operating lease liabilities.

The Company recognizes operating lease right-of-use assets and operating lease liabilities based on the present value of the future minimum lease payments over the lease term at commencement date. The Company uses its incremental borrowing rate based on the information available at commencement date to determine the present value of future payments and the appropriate lease classification. The Company defines the initial lease term to include renewal options determined to be reasonably certain. The Company’s leases have remaining lease terms of less than one year to six years, some of which may include options to extend the lease for up to 10 years, and some of which may include options to terminate the lease after two years. None of the Company’s options to extend or terminate are reasonably certain of being exercised, and are therefore not included in the Company’s determination of lease assets and liabilities. For operating leases, the Company recognizes lease expense for these leases on a straight-line basis over the lease term.

Many of the Company’s real estate lease agreements contain incentives for tenant improvements, rent holidays, or rent escalation clauses. For tenant improvement incentives, if the incentive is determined to be a leasehold improvement owned by the lessee, the Company generally records incentive as a reduction to fixed lease payments thereby reducing rent expense. For rent holidays and rent escalation clauses during the lease term, the Company records rental expense on a straight-line basis over the term of the lease. For these lease incentives, the Company uses the date of initial possession as the commencement date, which is generally when the Company is given the right of access to the space and begins to make improvements in preparation for intended use.

The Company does not have any finance leases. The Company does not have any material restrictions or covenants in its lease agreements, sale-leaseback transactions, land easements or residual value guarantees.

In determining the inputs to the incremental borrowing rate calculation, the Company makes judgments about the value of the leased asset, its credit rating and the lease term including the probability of its exercising options to extend or terminate the underlying lease. Additionally, the Company makes judgments around contractual asset substitution rights in determining whether a contract contains a lease.

Prior to adoption of the New Lease Standard, the Company accounted for its leases and subsequent amendments as operating leases or capital leases for financial reporting purposes. Certain operating leases contained rent escalation clauses, which were recorded on a straight-line basis over the initial term of the lease with the difference between the rent paid and the straight-line rent recorded as a deferred rent liability. Lease incentives received from landlords were recorded as deferred rent liabilities and are amortized on a straight-line basis over the lease term as a reduction to rent expense. Deferred rent liabilities were approximately $1,173,000 and $1,536,000 as of April 30, 2019 and 2018, respectively.

Advertising Costs

Advertising costs are expensed as incurred. Advertising expenses included in SG&A expenses were approximately $934,000, $897,000 and $526,000 for the years ended April 30, 2020, 2019 and 2018, respectively.

Foreign Currency Transactions

Foreign currency transaction gains and losses are charged or credited to earnings as incurred. For the fiscal years ended April 30, 2020, 2019 and 2018, foreign currency transaction gains and losses that are included in other income (expense) in the accompanying statements of income were $(1,000), $(38,000), and $87,000, respectively.

Earnings Per Share

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

The reconciliation of diluted to basic shares is as follows:

Year Ended April 30,

 

    

2020

    

2019

    

2018

 

Continuing operations attributable to AeroVironment, Inc.

$

41,339,000

$

41,912,000

$

21,750,000

Discontinued operations, net of tax

(265,000)

5,526,000

(3,887,000)

Net income attributable to AeroVironment, Inc.

$

41,074,000

$

47,438,000

$

17,863,000

Denominator for basic earnings per share:

Weighted average common shares

 

23,806,208

 

23,663,410

 

23,471,241

Dilutive effect of employee stock options, restricted stock and restricted stock units

 

281,959

 

408,303

 

342,531

Denominator for diluted earnings per share

 

24,088,167

 

24,071,713

 

23,813,772

During the years ended April 30, 2020, 2019 and 2018, certain options, shares of restricted stock and restricted stock units were not included in the computation of diluted earnings per share because their inclusion would have been anti-dilutive. The number of options, restricted stock and restricted stock units which met this anti-dilutive criterion was approximately 3,000, 18,000 and 22,000 for the years ended April 30, 2020, 2019 and 2018, respectively.

Recently Adopted Accounting Standards

Effective May 1, 2019, the Company adopted the New Lease Standard. This New Lease Standard requires the lessee to recognize the assets and liabilities for the rights and obligations created by leases. The Company elected to adopt the New Lease Standard using the modified retrospective transition approach through a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. As such the Company did not recast comparative consolidated financial statements. The Company also elected 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 elected the short-term lease exception to not record right-of-use assets and lease liabilities for leases with a term less than 12 months and the practical expedient to not separate lease and non-lease components for property. Adoption of the New Lease Standard resulted in the recording of lease assets and lease liabilities on the consolidated balance sheet with no cumulative impact to retained earnings and did not have a material impact on the consolidated statement of cash flows. Refer to Note 10—Leases for additional information required as part of the adoption of the New Lease Standard.

In July 2018, the FASB issued ASU 2018-09, “Codification Improvements” (“ASU 2018-09”). ASU 2018-09 provides technical corrections, clarifications and other improvements across a variety of accounting topics. Among the clarifications, ASU 2018-09 clarifies that an entity should recognize excess tax benefits in the period in which the amount of the deduction is determined. This includes deductions that are taken on the entity’s return in a different period from when the event that gives rise to the tax deduction occurs and the uncertainty about whether the entity will receive a tax deduction and the amount of the tax deduction is resolved. Certain amendments were applicable immediately while others provide transition guidance and are effective in the Company’s first quarter of fiscal year 2020. The Company adopted ASU 2018-09 on May 1, 2019 using the modified retrospective method. The adoption of ASU 2018-09 resulted in a cumulative adjustment to increase retained earnings by $665,000 at May 1, 2019.

Recently Issued Accounting Standards

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326). This ASU, and several related amendments the FASB has issued to provide additional supplemental guidance on certain aspects of the original pronouncement, 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. The Company plans to adopt the guidance effective May 1, 2020 using the modified retrospective approach. The Company does not believe the guidance will have a material impact the Company’s allowance for doubtful accounts for accounts receivable. The Company is still evaluating the potential impact on its consolidated financial statements for remaining financial instruments within the scope of this guidance, primarily the debt securities in the Company’s investment portfolio.

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 guidance is effective for fiscal years beginning after December 15, 2019 and interim periods therein, with early adoption permitted for the removed or modified disclosures. The removed and modified disclosures can be adopted retrospectively, and the added disclosures should be adopted prospectively. The Company is evaluating the potential impact of this adoption on its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (Topic 350-40). This ASU allows for capitalization of implementation costs associated with certain cloud computing arrangements. The guidance is effective for fiscal years beginning after December 15, 2019 and interim periods therein, with early adoption permitted. The Company plans to adopt the guidance effective May 1, 2020 using the prospective approach. The Company is evaluating the potential impact of this adoption on its consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740). This ASU simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The guidance is effective for fiscal years beginning after December 15, 2020 and interim periods therein, with early adoption permitted. The adoption method is dependent on the specific amendment included in this update as certain amendments require retrospective adoption, modified retrospective adoption, an option of retrospective or modified retrospective, and prospective adoption. The Company is evaluating the potential impact of this adoption on its consolidated financial statements.

In January 2020, the FASB issued ASU 2020-01, Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (Topic 321, Topic 323, and Topic 815). This ASU clarifies accounting certain topics impacted by Topic 321 Investments—Equity Securities. These topics include measuring equity securities using the measurement alternative, how the measurement alternative should be applied to equity method accounting, and certain forward contracts and purchased options which would be accounted for under the equity method of accounting upon settlement or exercise. The guidance is effective for fiscal years beginning after December 15, 2020 and interim periods therein, with early adoption permitted. The amendments should be adopted prospectively. The Company is evaluating the potential impact of this adoption on its consolidated financial statements.

v3.20.1
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
12 Months Ended
Apr. 30, 2020
Apr. 30, 2019
Apr. 30, 2018
Operating activities      
Net income $ 41,070 $ 47,419 $ 17,647
Loss (gain) on sale of business, net of tax 265 (8,490)  
Loss from discontinued operations, net of tax   2,964 3,887
Net income from continuing operations 41,335 41,893 21,534
Adjustments to reconcile net income from continuing operations to cash provided by operating activities from continuing operations:      
Depreciation and amortization 9,888 7,669 5,982
Losses from equity method investments 5,487 3,944 1,283
Realized gain from sale of available-for-sale investments (180)    
Impairment of long-lived assets   4,398 255
Provision for doubtful accounts 388 (39) 977
Impairment of intangible assets and goodwill     1,021
Other non-cash gain, net (703)    
Non-cash lease expense 4,574    
Loss (gain) on foreign currency transactions 1 38 (87)
Deferred income taxes 3,419 4,792 2,853
Stock-based compensation 6,227 6,985 4,956
(Gain) loss on sale of property and equipment (71) 76 20
Amortization of debt securities (1,423) (1,506) 1,424
Changes in operating assets and liabilities, net of acquisitions:      
Accounts receivable (42,869) 25,821 11,070
Unbilled receivables and retentions (22,790) (36,175) 2,253
Inventories 8,855 (16,631) 1,192
Income tax receivable 821 (821)  
Prepaid expenses and other assets 831 (2,401) 139
Accounts payable 3,127 (7,054) 5,736
Other liabilities 8,180 (4,043) 9,224
Net cash provided by operating activities of continuing operations 25,097 26,946 69,832
Investing activities      
Acquisition of property and equipment (11,220) (8,896) (9,563)
Equity method investments (14,498) (7,598) (3,267)
Business acquisition, net of cash acquired (18,641)    
Proceeds from sale of business   31,994  
Proceeds from sale of property and equipment 81    
Redemptions of held-to-maturity investments 185,917 260,918 227,663
Purchases of held-to-maturity investments (176,757) (267,122) (221,680)
Redemptions of available-for-sale investments 200,892 2,250 450
Purchases of available-for-sale investments (106,607)    
Net cash provided by (used in) investing activities from continuing operations 59,167 11,546 (6,397)
Financing activities      
Principal payments of capital lease obligations   (161) (288)
Payment of contingent consideration (868)    
Tax withholding payment related to net settlement of equity awards (1,062) (1,094) (397)
Exercise of stock options 100 71 2,705
Net cash used in financing activities from continuing operations (1,830) (1,184) 2,020
Discontinued operations      
Operating activities of discontinued operations 0 (7,686) (623)
Investing activities of discontinued operations 0 (431) (1,219)
Net cash used in discontinued operations   (8,117) (1,842)
Net increase in cash, cash equivalents, and restricted cash 82,434 29,191 63,613
Cash, cash equivalents, and restricted cash at beginning of period 172,708 143,517 79,904
Cash, cash equivalents, and restricted cash at end of period 255,142 172,708 143,517
Cash paid, net during the period for:      
Income taxes 532 6,780 1,813
Non-cash activities      
Unrealized gain on investments, net of deferred tax expense of $14, $51 and $25 for the fiscal years ended 2020, 2019 and 2018, respectively 50 57 70
Reclassification from share-based liability compensation to equity     384
Change in foreign currency translation adjustments 276 (34) 36
Acquisitions of property and equipment included in accounts payable $ 1,425 $ 810 $ 379
v3.20.1
Inventories, net
12 Months Ended
Apr. 30, 2020
Inventories, net  
Inventories, net

5.           Inventories, net

Inventories consist of the following (in thousands):

April 30,

 

2020

    

2019

 

Raw materials

$

15,988

$

16,792

Work in process

 

10,340

 

19,162

Finished goods

 

29,439

 

25,926

Inventories, gross

 

55,767

 

61,880

Reserve for inventory excess and obsolescence

 

(10,232)

 

(7,824)

Inventories, net

$

45,535

$

54,056

During the fiscal year ended April 30, 2020, the Company recorded inventory reserve charges of approximately $2,600,000 to impair the remaining net book value of the Company’s Quantix commercial UAS solution. For the fiscal

years ended April 30, 2020, 2019 and 2018, the Company recorded inventory reserve charges of $5,377,000, $5,054,000 and $2,758,000, respectively.

v3.20.1
Fair Value Measurements (Tables)
12 Months Ended
Apr. 30, 2020
Fair Value Measurements  
Schedule of reconciliation between beginning and ending balances of items measured at fair value on recurring basis that used significant unobservable inputs (Level 3)

The Company’s financial assets measured at fair value on a recurring basis at April 30, 2020, 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

 

Available-for-sale securities

$

$

58,095

$

$

58,095

Total

$

$

58,095

$

$

58,095

The following table provides a reconciliation between the beginning and ending balances of items measured at fair value on a recurring basis that used significant unobservable inputs (Level 3) (in thousands):

    

Fair Value

 

Measurements Using

 

Significant

 

Unobservable Inputs

 

Description

(Level 3)

 

Balance at May 1, 2019

$

Business acquisition

1,703

Transfers to Level 3

 

Total (gains) losses (realized or unrealized)

Included in product cost of sales

 

1,147

Included in selling, general and administrative

 

(703)

Included in research and development

353

Included in other comprehensive income

 

Settlements

 

(2,500)

Balance at April 30, 2020

$

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 or liabilities still held at April 30, 2020

$

v3.20.1
Organization and Significant Accounting Policies (Policies)
12 Months Ended
Apr. 30, 2020
Organization and Significant Accounting Policies  
Principles of Consolidation

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of AeroVironment, Inc. and its wholly-owned subsidiaries: Pulse Aerospace, LLC (“Pulse”) and AeroVironment, Inc. (Afghanistan), as well as the Company’s Turkish joint venture, Altoy Savunma Sanayi ve Havacilik Anonim Sirketi (“Altoy”) (collectively referred to herein as the “Company”).

In February 2018, the Company dissolved AeroVironment GmbH, the results of which were not material to the consolidated financial statements. In February 2019, the Company dissolved AeroVironment International PTE. LTD., the results of which were not material to the consolidated financial statements. In October 2019, the Company dissolved its wholly-owned subsidiary, Skytower, Inc., the results of which were not material to the consolidated financial statements.

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 represented 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.

On June 10, 2019, the Company purchased 100% of the issued and outstanding member units of Pulse Aerospace, LLC (“Pulse”) pursuant to the terms of a Unit Purchase Agreement (the “Pulse Purchase Agreement”). The assets, liabilities and operating results of Pulse have been included in the Company’s consolidated financial statements. Refer to Note 19—Business Acquisitions for further details.

Investments in Companies Accounted for Using the Equity or Cost Method

Investments in Companies Accounted for Using the Equity or Cost Method

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

When an investment accounted for using the equity method issues its own shares, the subsequent reduction in the Company’s proportionate interest in the investee is reflected in equity as an adjustment to paid-in-capital. The

Company evaluates its investments in companies accounted for by the equity or cost method for impairment when there is evidence or indicators that a decrease in value may be other than temporary.

In December of 2017, the Company and SoftBank Corp. (“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 is accounted as an equity method investment. The Company has presented its proportion of HAPSMobile’s net loss in equity method investment loss, net of tax in the consolidated statement of operations. The carrying value of the investment in HAPSMobile was recorded in other assets, long-term. Refer to Note 8 – Equity Method Investments for further details.

In July 2019, the Company made its initial capital contribution to a limited partnership fund focusing on highly relevant technologies and start-up companies serving defense and industrial markets. The Company accounts for investments in limited partnerships as equity method investments as the Company is deemed to have influence when it holds more than a minor interest. Refer to Note 8 – Equity Method Investments for further details.

Use of Estimates

Use of Estimates

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

Reclassifications

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation. Specifically, the Company’s existing intangible assets have been reclassified from other assets to intangibles, net on the consolidated balance sheet for all periods presented.

Cash Equivalents

Cash Equivalents

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

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash, cash equivalents, municipal bonds, U.S. government securities, U.S. government-guaranteed agency securities, U.S. government sponsored agency debt securities, highly rated commercial paper, highly rated corporate bonds, and accounts receivable. The Company currently invests the majority of its cash in municipal bonds, U.S. government securities, U.S. government-guaranteed agency securities, U.S. government sponsored agency debt securities and highly rated corporate bonds. The Company’s revenue and accounts receivable are with a limited number of corporations and governmental entities. In the aggregate, 61%, 58% and 58% of the Company’s revenue came from agencies of the U.S. government for the years ended April 30, 2020, 2019 and 2018, respectively. These agencies accounted for 62% and 26% of the accounts receivable balances at April 30, 2020 and 2019, respectively. One such agency, the U.S. Army, accounted for 32%, 28% and 19% of the Company’s consolidated revenue for the years ended April 30, 2020, 2019 and 2018, respectively. The Company performs ongoing credit evaluations of its commercial customers and maintains an allowance for potential losses.

Accounts Receivable, Unbilled Receivables and Retentions

Accounts Receivable, Unbilled Receivables and Retentions

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

Retentions represent amounts withheld by customers until contract completion. At April 30, 2020 and 2019, the retention balances were $717,000 and $1,102,000, respectively. The Company determines the allowance for doubtful accounts based on historical customer experience and other currently available evidence. When a specific account is deemed uncollectible, the account is written off against the allowance. The allowance for doubtful accounts reflects the Company’s best estimate of probable losses inherent in the accounts receivable balance; such losses have historically been within management’s expectations. An account is deemed past due based on contractual terms rather than on how recently payments have been received.

Inventories

Inventories

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

Long-Lived Assets

Long-Lived Assets

Property and equipment are carried at cost. Depreciation of property and equipment, including amortization of leasehold improvements, are provided using the straight-line method over the following estimated useful lives:

Machinery and equipment

    

2 - 7

 years

 

Computer equipment and software

 

2 - 5

 years

Furniture and fixtures

 

3 - 7

 years

Leasehold improvements

 

Lesser of useful life or term of lease

Maintenance, repairs and minor renewals are charged directly to expense as incurred. Additions and betterments to property and equipment are capitalized at cost. When the Company disposes of assets, the applicable costs and accumulated depreciation and amortization thereon are removed from the accounts and any resulting gain or loss is included in selling, general and administrative (“SG&A”) expense in the period incurred.

The Company reviews the recoverability of its long-lived assets whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The estimated future cash flows are based upon, among other things, assumptions about expected future operating performance, and may differ from actual cash flows. If the sum of the projected undiscounted cash flows (excluding interest) is less than the carrying value of the assets, the assets will be written down to the estimated fair value in the period in which the determination is made. During the three months ended April 30, 2019, the Company recorded an impairment loss of $4,398,000 related to the long-lived assets of its commercial UAS Quantix solution. Refer to Note 7 – Property and equipment, net.

Product Warranty

Product Warranty

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

Accrued Sales Commissions

Accrued Sales Commissions

As of April 30, 2020 and 2019, the Company accrued sales commissions in other current liabilities of $2,842,000 and $1,301,000, respectively.

Self-Insurance Liability

Self-Insurance Liability

The Company is self-insured for employee medical claims, subject to individual and aggregate stop loss policies. The Company estimates a liability for claims filed and incurred but not reported based upon recent claims experience and an analysis of the average period of time between the occurrence of a claim and the time it is reported to and paid by the Company. As of April 30, 2020 and 2019, the Company estimated and recorded a self-insurance liability in wages and related accruals of approximately $753,000 and $965,000, respectively.

Income Taxes

Income Taxes

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

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law making 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, and limitation on the deductibility of certain executive compensation.

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. 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 and recorded a one-time deferred tax expense of approximately $3,300,000 during the year ended April 30, 2018.

On March 27, 2020, the United States enacted the Coronavirus Aid, Relief and Economic Security Act (CARES Act) in an effort to curtail the effect of COVID-19. While the CARES Act provides sweeping tax changes in response to the COVID-19 pandemic, some of the more significant provisions are not expected to impact the Company’s financial statements including the removal of certain limitations on utilization of net operating losses, increasing the loss carryback period for certain losses to five years, and increasing the ability to deduct interest expense. The Company does expect to benefit in the future, however, from the technical correction made to the previously enacted Tax Cuts and Jobs Act in relation to tax depreciation of qualified improvement property.

Customer Advances and Amounts in Excess of Cost Incurred

Customer Advances and Amounts in Excess of Cost Incurred

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

Revenue Recognition

Revenue Recognition

The Company’s revenue is generated pursuant to written contractual arrangements to design, develop, manufacture and/or modify complex products, and to provide related engineering, technical and other services according to the specifications of the 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, Revenue from Contracts with Customers (“ASC 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 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 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 reasonable margin approach. This approach estimates the Company’s 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, which accounted for 42% of revenue during our fiscal year ended April 30, 2020, or at a point in time, 58%. 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 tactical missile systems (“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 April 30, 2020, the Company had approximately $208,063,000 of remaining performance obligations under contracts with its customers, which the Company also refers to as backlog. The Company currently expects to recognize approximately 96% of the remaining performance obligations as revenue in fiscal 2021, an additional 4% in fiscal 2022, 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 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 years ended April

30, 2020, 2019 or 2018. During the year ended April 30, 2020, the Company revised its estimates of the total expected costs to complete a TMS contract and a contract associated with a design and development agreement. The aggregate impact of these adjustments in contract estimates on revenue related to performance obligations satisfied or partially satisfied in previous periods was a decrease of approximately $1,403,000 and an increase of approximately $1,099,000, respectively. No adjustment on any one contract was material to the Company’s consolidated financial statements for the years ended April 30, 2019. During the year ended April 30, 2018, the Company revised its estimates of the total expected costs to complete a TMS variant contract. The aggregate impact of these adjustments in contract estimates on revenue related to performance obligations satisfied or partially satisfied in previous periods was a decrease of approximately $1,255,000.

Revenue by Category

The following tables present the Company’s revenue disaggregated by major product line, contract type, customer category and geographic location (in thousands):

Year Ended April 30,

Revenue by major product line/program

2020

    

2019

2018

Small UAS

$

225,888

$

183,157

$

167,534

TMS

63,781

65,087

63,406

HAPS

60,864

55,407

29,593

Other

 

16,763

 

10,623

 

7,891

Total revenue

$

367,296

$

314,274

$

268,424

Year Ended April 30,

Revenue by contract type

2020

    

2019

2018

FFP

$

269,917

$

224,090

$

212,976

CPFF

94,176

89,485

55,203

T&M

 

3,203

 

699

 

245

Total revenue

$

367,296

$

314,274

$

268,424

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.

Year Ended April 30,

Revenue by customer category

2020

    

2019

2018

U.S. government:

$

225,341

$

182,586

$

156,996

Non-U.S. government

141,955

131,688

111,428

Total revenue

$

367,296

$

314,274

$

268,424

Year Ended April 30,

Revenue by geographic location

2020

    

2019

2018

Domestic

$

201,046

$

151,124

$

142,158

International

166,250

163,150

126,266

Total revenue

$

367,296

$

314,274

$

268,424

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 years ended April 30, 2020 or 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 years ended April 30, 2020, 2019, and 2018 that was included in contract liability balances at the beginning of each year were $1,670,000, $1,587,000 and $977,000, respectively.

Segments

Segments

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM, who is the Chief Executive Officer, makes operating decisions, assesses performance and makes resource allocation decisions, including the focus of research and development (“R&D”), on a consolidated basis for the Company’s continuing operations. Accordingly, the Company operates its business as a single reportable segment.

Investments

Investments

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

Unrealized gains and losses are excluded from earnings and reported as a separate component of stockholders’ equity, net of deferred income taxes for available-for-sale investments.

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

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

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

Fair Values of Financial Instruments

Fair Values of Financial Instruments

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

Intangible Assets-Acquired in Business Combinations

Intangibles Assets — Acquired in Business Combinations

The Company performs valuations of assets acquired and liabilities assumed on each acquisition accounted for as a business combination and allocates the purchase price of the acquired business to the respective net tangible and intangible assets. Acquired intangible assets include technology, in-process research and development, customer relationships, trademarks and tradenames, and non-compete agreements. The Company determines the appropriate useful life by performing an analysis of expected cash flows based on historical experience of the acquired businesses. Intangible assets are amortized over their estimated useful lives using the straight-line method which approximates the pattern in which the economic benefits are consumed. The estimated useful life for the Company’s intangible assets are as follows:

Technology

    

6

 years

 

Licenses

 

3

 years

Customer relationships

 

3 - 5

 years

In-process research and development

3

 years

Non-compete agreements

 

Contractual term

The Company monitors conditions related to these assets to determine whether events and circumstances warrant a revision to the remaining amortization period. The Company tests its intangible assets with finite lives for potential impairment whenever management concludes events or changes in circumstances indicate that the carrying

amount may not be recoverable. The original estimate of an asset's useful life and the impact of an event or circumstance on either an asset's useful life or carrying value involve significant judgment.

Goodwill

Goodwill

Goodwill represents the excess of the cost of an acquired entity over the fair value of the acquired net assets. Goodwill is tested for impairment annually during the fourth quarter of the Company’s fiscal year or when events or circumstances change in a manner that indicates goodwill might be impaired. Events or circumstances that could trigger an impairment review include, but are not limited to, a significant adverse change in legal factors or in the business or political climate, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, significant changes in the manner of the Company’s use of the acquired assets or the strategy for the Company’s overall business, significant negative industry or economic trends or significant underperformance relative to projected future results of operations.

Stock-Based Compensation

Stock-Based Compensation

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

Long-Term Incentive Awards

Long-Term Incentive Awards

For long-term incentive awards outstanding as of April 30, 2020, the awards include time-based awards which vest equally over three years and performance-based awards which vest based on the achievement of a target payout established at the beginning of each performance period. The actual payout at the end of the performance period is calculated based upon the Company’s achievement of such targets. Payouts are made in shares of restricted stock which become immediately vested upon issuance.

At each reporting period, the Company reassesses the probability of achieving the performance targets. The estimation of whether the performance targets will be achieved requires judgment, and, to the extent actual results or updated estimates differ from the Company’s current estimates, the cumulative effect on current and prior periods of those changes will be recorded in the period estimates are revised.

Research and Development

Research and Development

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

Customer-funded research and development costs are incurred pursuant to contracts (revenue arrangements) to perform research and development activities according to customer specifications. These costs are direct contract costs and are expensed to cost of sales when the corresponding revenue is recognized, which is generally as the research and development services are performed. Revenue from customer-funded research and development was approximately $80,934,000, $76,407,000 and $52,489,000 for the years ended April 30, 2020, 2019 and 2018, respectively. The related

cost of sales for customer-funded research and development totaled approximately $56,440,000, $54,824,000 and $36,855,000 for the years ended April 30, 2020, 2019 and 2018, respectively.

In January 2017, the Company executed a cost sharing Other Transaction Agreement type contract funded by the US Federal Government to perform certain system design, development and functional testing activities specific to a new prototype UAS on a best-efforts basis. Costs of $21,933,000 will be reimbursed to the Company as the activities are performed, while the Company is responsible for funding a minimum of $11,225,000. The term of the agreement is through December 2020. The Company has determined that the contract meets the criteria of ASC 912-730-05 Contractors – Federal Government and, therefore, all reimbursements are recorded as an offset to research and development expense in the consolidated statements of income. Reimbursements under the contract were $8,102,000, $5,936,000 and $4,188,000 for the fiscal years ended April 30, 2020, 2019 and 2018, respectively.

Lease Accounting

Lease Accounting

The Company adopted Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), along with several additional clarification ASU’s issued during 2018 (“New Lease Standard”) effective May 1, 2019. The New Lease Standard requires the lessee to recognize the assets and liabilities for the rights and obligations created by leases. At contract inception the Company determines whether the contract is, or contains, a lease and whether the lease should be classified as an operating or a financing lease. Operating leases are recorded in operating lease right-of-use assets, current operating lease liabilities and non-current operating lease liabilities.

The Company recognizes operating lease right-of-use assets and operating lease liabilities based on the present value of the future minimum lease payments over the lease term at commencement date. The Company uses its incremental borrowing rate based on the information available at commencement date to determine the present value of future payments and the appropriate lease classification. The Company defines the initial lease term to include renewal options determined to be reasonably certain. The Company’s leases have remaining lease terms of less than one year to six years, some of which may include options to extend the lease for up to 10 years, and some of which may include options to terminate the lease after two years. None of the Company’s options to extend or terminate are reasonably certain of being exercised, and are therefore not included in the Company’s determination of lease assets and liabilities. For operating leases, the Company recognizes lease expense for these leases on a straight-line basis over the lease term.

Many of the Company’s real estate lease agreements contain incentives for tenant improvements, rent holidays, or rent escalation clauses. For tenant improvement incentives, if the incentive is determined to be a leasehold improvement owned by the lessee, the Company generally records incentive as a reduction to fixed lease payments thereby reducing rent expense. For rent holidays and rent escalation clauses during the lease term, the Company records rental expense on a straight-line basis over the term of the lease. For these lease incentives, the Company uses the date of initial possession as the commencement date, which is generally when the Company is given the right of access to the space and begins to make improvements in preparation for intended use.

The Company does not have any finance leases. The Company does not have any material restrictions or covenants in its lease agreements, sale-leaseback transactions, land easements or residual value guarantees.

In determining the inputs to the incremental borrowing rate calculation, the Company makes judgments about the value of the leased asset, its credit rating and the lease term including the probability of its exercising options to extend or terminate the underlying lease. Additionally, the Company makes judgments around contractual asset substitution rights in determining whether a contract contains a lease.

Prior to adoption of the New Lease Standard, the Company accounted for its leases and subsequent amendments as operating leases or capital leases for financial reporting purposes. Certain operating leases contained rent escalation clauses, which were recorded on a straight-line basis over the initial term of the lease with the difference between the rent paid and the straight-line rent recorded as a deferred rent liability. Lease incentives received from landlords were recorded as deferred rent liabilities and are amortized on a straight-line basis over the lease term as a reduction to rent expense. Deferred rent liabilities were approximately $1,173,000 and $1,536,000 as of April 30, 2019 and 2018, respectively.

Advertising Costs

Advertising Costs

Advertising costs are expensed as incurred. Advertising expenses included in SG&A expenses were approximately $934,000, $897,000 and $526,000 for the years ended April 30, 2020, 2019 and 2018, respectively.

Foreign Currency Transactions

Foreign Currency Transactions

Foreign currency transaction gains and losses are charged or credited to earnings as incurred. For the fiscal years ended April 30, 2020, 2019 and 2018, foreign currency transaction gains and losses that are included in other income (expense) in the accompanying statements of income were $(1,000), $(38,000), and $87,000, respectively.

Earnings Per Share

Earnings Per Share

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

The reconciliation of diluted to basic shares is as follows:

Year Ended April 30,

 

    

2020

    

2019

    

2018

 

Continuing operations attributable to AeroVironment, Inc.

$

41,339,000

$

41,912,000

$

21,750,000

Discontinued operations, net of tax

(265,000)

5,526,000

(3,887,000)

Net income attributable to AeroVironment, Inc.

$

41,074,000

$

47,438,000

$

17,863,000

Denominator for basic earnings per share:

Weighted average common shares

 

23,806,208

 

23,663,410

 

23,471,241

Dilutive effect of employee stock options, restricted stock and restricted stock units

 

281,959

 

408,303

 

342,531

Denominator for diluted earnings per share

 

24,088,167

 

24,071,713

 

23,813,772

During the years ended April 30, 2020, 2019 and 2018, certain options, shares of restricted stock and restricted stock units were not included in the computation of diluted earnings per share because their inclusion would have been anti-dilutive. The number of options, restricted stock and restricted stock units which met this anti-dilutive criterion was approximately 3,000, 18,000 and 22,000 for the years ended April 30, 2020, 2019 and 2018, respectively.

Recently Issued Accounting Standards

Recently Adopted Accounting Standards

Effective May 1, 2019, the Company adopted the New Lease Standard. This New Lease Standard requires the lessee to recognize the assets and liabilities for the rights and obligations created by leases. The Company elected to adopt the New Lease Standard using the modified retrospective transition approach through a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. As such the Company did not recast comparative consolidated financial statements. The Company also elected 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 elected the short-term lease exception to not record right-of-use assets and lease liabilities for leases with a term less than 12 months and the practical expedient to not separate lease and non-lease components for property. Adoption of the New Lease Standard resulted in the recording of lease assets and lease liabilities on the consolidated balance sheet with no cumulative impact to retained earnings and did not have a material impact on the consolidated statement of cash flows. Refer to Note 10—Leases for additional information required as part of the adoption of the New Lease Standard.

In July 2018, the FASB issued ASU 2018-09, “Codification Improvements” (“ASU 2018-09”). ASU 2018-09 provides technical corrections, clarifications and other improvements across a variety of accounting topics. Among the clarifications, ASU 2018-09 clarifies that an entity should recognize excess tax benefits in the period in which the amount of the deduction is determined. This includes deductions that are taken on the entity’s return in a different period from when the event that gives rise to the tax deduction occurs and the uncertainty about whether the entity will receive a tax deduction and the amount of the tax deduction is resolved. Certain amendments were applicable immediately while others provide transition guidance and are effective in the Company’s first quarter of fiscal year 2020. The Company adopted ASU 2018-09 on May 1, 2019 using the modified retrospective method. The adoption of ASU 2018-09 resulted in a cumulative adjustment to increase retained earnings by $665,000 at May 1, 2019.

Recently Issued Accounting Standards

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326). This ASU, and several related amendments the FASB has issued to provide additional supplemental guidance on certain aspects of the original pronouncement, 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. The Company plans to adopt the guidance effective May 1, 2020 using the modified retrospective approach. The Company does not believe the guidance will have a material impact the Company’s allowance for doubtful accounts for accounts receivable. The Company is still evaluating the potential impact on its consolidated financial statements for remaining financial instruments within the scope of this guidance, primarily the debt securities in the Company’s investment portfolio.

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 guidance is effective for fiscal years beginning after December 15, 2019 and interim periods therein, with early adoption permitted for the removed or modified disclosures. The removed and modified disclosures can be adopted retrospectively, and the added disclosures should be adopted prospectively. The Company is evaluating the potential impact of this adoption on its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (Topic 350-40). This ASU allows for capitalization of implementation costs associated with certain cloud computing arrangements. The guidance is effective for fiscal years beginning after December 15, 2019 and interim periods therein, with early adoption permitted. The Company plans to adopt the guidance effective May 1, 2020 using the prospective approach. The Company is evaluating the potential impact of this adoption on its consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740). This ASU simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The guidance is effective for fiscal years beginning after December 15, 2020 and interim periods therein, with early adoption permitted. The adoption method is dependent on the specific amendment included in this update as certain amendments require retrospective adoption, modified retrospective adoption, an option of retrospective or modified retrospective, and prospective adoption. The Company is evaluating the potential impact of this adoption on its consolidated financial statements.

In January 2020, the FASB issued ASU 2020-01, Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (Topic 321, Topic 323, and Topic 815). This ASU clarifies accounting certain topics impacted by Topic 321 Investments—Equity Securities. These topics include measuring equity securities using the measurement alternative, how the measurement alternative should be applied to equity method accounting, and certain forward contracts and purchased options which would be accounted for under the equity method of accounting upon settlement or exercise. The guidance is effective for fiscal years beginning after December 15, 2020 and interim periods therein, with early adoption permitted. The amendments should be adopted prospectively. The Company is evaluating the potential impact of this adoption on its consolidated financial statements.