8-K
Innovative Solutions & Support Inc (ISSC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
currentreport****Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):May 12, 2021
INNOVATIVE SOLUTIONS AND SUPPORT, INC.
(Exact name of registrant as specified in its charter)
| Pennsylvania | 0-31157 | 23-2507402 |
|---|---|---|
| (State or other jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
720 Pennsylvania Drive
Exton, Pennsylvania 19341
(Address of principal executive offices) (Zip Code)
(610) 646-9800
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.001 per share | ISSC | Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ¨
| Item 2.02 | Results of Operations and Financial Condition. |
|---|
On May 12, 2021, Innovative Solutions and Support, Inc. issued a press release announcing its financial results for its second fiscal quarter ended March 31, 2021. A copy of that press release and the attached financial schedules are attached as Exhibit 99.1 to this report and incorporated herein by reference.
The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit Number | Description |
|---|---|
| 99.1 | Press Release, dated May 12, 2021, announcing financial results for the second fiscal quarter ended March 31, 2021. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| INNOVATIVE<br> SOLUTIONS AND SUPPORT, INC. | ||
|---|---|---|
| Date: May 12, 2021 | By: | /s/ Relland M. Winand |
| Relland M. Winand | ||
| Chief Financial Officer |
Exhibit 99.1
Innovative Solutions &Support, Inc. Announces Second Quarter Fiscal 2021 Financial Results
EXTON, Pa.--(May 12, 2021)--Innovative Solutions & Support, Inc. (“IS&S” or the “Company”) (NASDAQ: ISSC) today announced its financial results for the second quarter of fiscal 2021, ended March 31, 2021.
For the second quarter of fiscal 2021 the Company reported net sales of $5.1 million compared to $4.8 million in the second quarter a year ago. The Company reported net income of $0.6 million, or $0.04 per share, compared to $0.4 million or $0.03 per share, in the second quarter of fiscal 2020.
Geoffrey Hedrick, Chairman and Chief Executive Officer of IS&S, said, “Over the past three months we grew revenues, generated positive cash flow and reported another profitable quarter, achieving the ongoing objectives that we believe increase the value of Innovative Solutions. Results in the second quarter were once again driven by our strategy to increasingly diversify our end markets, targeting both OEM production programs as well as retrofit opportunities in the commercial air transport, military, and general aviation markets. Sales of our ThrustSense® AutoThrottle continue to grow. The growing air cargo market is creating opportunities for our Boeing 757 and 767 Flat Panel Display Systems as evidenced by orders received from Amazon. Additionally, we have announced a new lower cost AutoThrottle that we believe enhances our offering in an expanding market. As the pandemic recedes, we remain confident that over the longer term the capabilities and price-for-performance characteristics of our technology will strengthen our brand globally.”
Cash flow from operations was approximately $0.6 million for the quarter, so that at March 31, 2021, the Company had $6.0 million of cash on hand. Since September of 2020, nearly $20 million of cash has been distributed to our shareholders while remaining in excellent financial condition with significant liquidity and no debt.
New orders in the second quarter of fiscal 2021 were $7.6 million, and backlog as of March 31, 2021 was $6.7 million, an increase from $4.2 million at December 31, 2020. Backlog excludes potential future sole-source production orders from the Pilatus PC-24, Textron King Air and the KC-46A programs, which the Company expects to remain in production for a decade. The Company expects that these contracts will add to production sales already in backlog.
Six Months Results
Total sales for the six months ended March 31, 2021 were $10.0 million compared to $9.3 million for the six months ended March 31, 2020. For the six months ended March 31, 2021, the company reported net income of $0.8 million, or $0.05 per share, versus $0.8 million, or $0.04 per share for the first half of fiscal 2020 which included a $0.3 million tax benefit.
ConferenceCall
The Company will be hosting a conference call on Thursday, May 13, 2021, at 10:00 a.m. ET to discuss these results and the Company’s business outlook and product development. Please use the following dial in number to register your name and company affiliation for the conference call: 877-270-2148 and ask to be joined into the Innovative Solutions & Support call. The call will also be carried live on the Investor Relations page of the Company web site at www.innovative-ss.com.
About Innovative Solutions &Support, Inc.
Headquartered in Exton, Pa., Innovative Solutions & Support, Inc. (www.innovative-ss.com) is a systems integrator that designs and manufactures flight guidance and cockpit display systems for Original Equipment Manufacturers (OEMs) and retrofit applications. The company supplies integrated Flight Management Systems (FMS), Auto-Throttle Systems and advanced GPS receivers for precision low carbon footprint navigation.
Certain matters contained hereinthat are not descriptions of historical facts are “forward-looking” (as such term is defined in the Private Securities LitigationReform Act of 1995). Because such statements include risks and uncertainties, actual results may differ materially from those expressedor implied by such forward-looking statements. Factors that could cause results to differ materially from those expressed or impliedby such forward-looking statements include, but are not limited to, those discussed in filings made by the Company with the Securitiesand Exchange Commission. Many of the factors that will determine the Company’s future results are beyond the ability of managementto control or predict. Readers should not place undue reliance on forward-looking statements, which reflect management’s viewsonly as of the date hereof. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any otherforward-looking statements, whether as a result of new information, future events or otherwise.
Innovative Solutions and Support, Inc.
Consolidated Balance Sheets
| September 30, | |||||
|---|---|---|---|---|---|
| 2020 | |||||
| ASSETS | |||||
| Current assets | |||||
| Cash and cash equivalents | 5,997,691 | $ | 12,603,967 | ||
| Resticted cash | - | 11,180,900 | |||
| Accounts receivable | 2,847,567 | 4,369,111 | |||
| Inventories | 4,654,111 | 4,291,335 | |||
| Prepaid expenses and other current assets | 836,061 | 675,109 | |||
| Total current assets | 14,335,430 | 33,120,422 | |||
| Property and equipment, net | 8,286,005 | 8,175,872 | |||
| Other assets | 174,471 | 249,543 | |||
| Total assets | 22,795,906 | $ | 41,545,837 | ||
| LIABILITIES AND SHAREHOLDERS' EQUITY | |||||
| Current liabilities | |||||
| Accounts payable | 1,054,409 | $ | 790,892 | ||
| Dividend payable | - | 11,180,900 | |||
| Accrued expenses | 1,259,010 | 1,361,960 | |||
| Contract liability | 92,072 | 313,365 | |||
| Total current liabilities | 2,405,491 | 13,647,117 | |||
| Non-current deferred income taxes | 129,689 | 129,689 | |||
| Total liabilities | 2,535,180 | 13,776,806 | |||
| Commitments and contingencies | |||||
| Shareholders' equity | |||||
| Preferred stock, 10,000,000 shares authorized, .001 par value, of which 200,000<br> shares are authorized as Class A Convertible stock. No shares issued and outstanding at March 31, 2021 and<br> September 30, 2020 | - | $ | - | ||
| Common stock, .001 par value: 75,000,000 shares authorized, 19,338,323<br> and 19,310,835 issued at March 31, 2021 and September 30, 2020, respectively | 19,338 | 19,311 | |||
| Additional paid-in capital | 51,708,925 | 51,458,787 | |||
| (Accumulated deficit) | (10,099,000 | ) | (2,340,530 | ) | |
| Treasury stock, at cost, 2,096,451 shares at March 31, 2021 and<br> September 30, 2020 | (21,368,537 | ) | (21,368,537 | ) | |
| Total shareholders' equity | 20,260,726 | 27,769,031 | |||
| Total liabilities and shareholders' equity | 22,795,906 | $ | 41,545,837 |
All values are in US Dollars.
Innovative Solutions and Support, Inc.
Consolidated Statements of Operations
(unaudited)
| Three months ended | Six months ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| March 31, | March 31, | |||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||
| Net Sales | 5,121,845 | 4,835,065 | 9,991,497 | 9,346,493 | ||||||
| Cost of sales | 2,218,854 | 2,539,894 | 4,522,683 | 4,449,675 | ||||||
| Gross profit | 2,902,991 | 2,295,171 | 5,468,814 | 4,896,818 | ||||||
| Operating expenses: | ||||||||||
| Research and development | 689,654 | 712,019 | 1,289,952 | 1,378,634 | ||||||
| Selling, general and administrative | 1,602,118 | 1,531,389 | 3,335,272 | 3,234,663 | ||||||
| Total operating expenses | 2,291,772 | 2,243,408 | 4,625,224 | 4,613,297 | ||||||
| Operating income | 611,219 | 51,763 | 843,590 | 283,521 | ||||||
| Interest income | 152 | 65,721 | 1,031 | 144,591 | ||||||
| Other income | 17,371 | 11,219 | 33,763 | 28,499 | ||||||
| Income before income taxes | 628,742 | 128,703 | 878,384 | 456,611 | ||||||
| Income tax expense (benefit) | 20,165 | (309,402 | ) | 29,662 | (309,402 | ) | ||||
| Net income | $ | 608,577 | $ | 438,105 | $ | 848,722 | $ | 766,013 | ||
| Net income per common share: | ||||||||||
| Basic | $ | 0.04 | $ | 0.03 | $ | 0.05 | $ | 0.05 | ||
| Diluted | $ | 0.04 | $ | 0.03 | $ | 0.05 | $ | 0.04 | ||
| Weighted average shares outstanding: | ||||||||||
| Basic | 17,222,165 | 16,931,138 | 17,218,275 | 16,920,087 | ||||||
| Diluted | 17,223,998 | 17,123,388 | 17,220,143 | 17,102,483 |