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 eventreported): May 13, 2020
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<br>Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the<br>Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b)<br>under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c)<br>under the Exchange Act (17 CFR 240.13e-4(c)) |
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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 Global Market |
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 13, 2020, Innovative Solutions and Support, Inc. issued a press release announcing its financial results for its fiscal second quarter ended March 31, 2020. 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 13, 2020, announcing financial results for the fiscal second quarter ended March 31, 2020. |
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 SOLUTIONS AND SUPPORT, INC. | ||
|---|---|---|
| Date: May 13, 2020 | By: | /s/ Relland M. Winand |
| Relland M. Winand | ||
| Chief Financial Officer |
Exhibit 99.1
Innovative Solutions & Support, Inc.Announces Second Quarter Fiscal 2020 Financial Results
EXTON, Pa.--(May 13, 2020)--Innovative Solutions & Support, Inc. (“IS&S” or the “Company”) (NASDAQ: ISSC) today announced its financial results for the second quarter of fiscal 2020, ended March 31, 2020.
For the second quarter of fiscal 2020, the Company reported net sales of $4.8 million, compared to $4.2 million in the second quarter a year ago. The Company reported net income of $438,000 or $0.03 per share, compared to $202,000, or $0.01 per share, in the second quarter of fiscal 2019.
Geoffrey Hedrick, Chairman and Chief Executive Officer of IS&S, said, “We have not escaped the threat of the coronavirus pandemic, but have taken immediate remedial actions to minimize its impact to our business. We have taken aggressive steps to protect the health and well-being of our employees, their families, our customers and our other partners. As a result, we have been able to safely keep our operation open and, as an essential service, continue to meet our obligation to fill our customers’ orders.
“In fact, the March quarter was our strongest quarter in four years, with growth in revenues, new orders, backlog and cash flow. In addition, we expect to begin shipping a new OEM AutoThrottle order before the end of this fiscal year. While this pandemic and the evolving containment and relief measures that accompany it make it particularly difficult to forecast future sales, we are confident that the progress we have achieved has us well-positioned to prosper over the long-term.”
Cash flow from operations was approximately $500,000 for the quarter, so that at March 31, 2020 the Company had $22.6 million of cash on hand.
New orders in the second quarter of fiscal 2020 were $8.3 million, and backlog as of March 31, 2020, was nearly $10 million, the highest backlog in several years. Backlog excludes potential future sole-source production orders from the Pilatus PC-24 and the KC-46A programs both of 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, 2020 were $9.3 million compared to $8.2 million for the six months ended March 31, 2019. For the six months ended March 31, 2020, the Company reported net income of $766,000, or $0.04 per share, up from $342,000, or $0.02 per share, for the first half of fiscal 2019.
Conference Call
The Company will be hosting a conference call on Thursday, May 14, 2020, 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), AutoThrottle Systems and advanced GPS receivers for precision low carbon footprint navigation.
Certain matters contained herein that are not descriptionsof historical facts are “forward-looking” (as such term is defined in the Private Securities Litigation Reform Actof 1995). Because such statements include risks and uncertainties, actual results may differ materially from those expressed orimplied 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’sviews only as of the date hereof. The Company undertakes no obligation to revise or update any forward-looking statements, or tomake any other forward-looking statements, whether as a result of new information, future events or otherwise.
Innovative Solutions and Support, Inc.
Consolidated Balance Sheets
| September 30, | |||||
|---|---|---|---|---|---|
| 2019 | |||||
| ASSETS | |||||
| Current assets | |||||
| Cash and cash equivalents | 22,644,037 | $ | 22,416,830 | ||
| Accounts receivable | 2,684,981 | 2,348,537 | |||
| Contract asset | 186,848 | 80,182 | |||
| Inventories | 4,821,062 | 4,470,694 | |||
| Prepaid expenses and other current assets | 1,057,797 | 642,049 | |||
| Total current assets | 31,394,725 | 29,958,292 | |||
| Property and equipment, net | 8,282,858 | 8,444,692 | |||
| Other assets | 230,678 | 154,041 | |||
| Total assets | 39,908,261 | $ | 38,557,025 | ||
| LIABILITIES AND SHAREHOLDERS' EQUITY | |||||
| Current liabilities | |||||
| Accounts payable | 1,355,755 | $ | 1,079,073 | ||
| Accrued expenses | 1,177,065 | 1,110,918 | |||
| Contract liability | 97,136 | 29,231 | |||
| Total current liabilities | 2,629,956 | 2,219,222 | |||
| Non-current deferred income taxes | 129,689 | 129,651 | |||
| Other liabilities | 5,637 | - | |||
| Total liabilities | 2,765,282 | 2,348,873 | |||
| Commitments and contingencies | |||||
| Shareholders' equity | |||||
| Preferred stock, 10,000,000 shares authorized, .001 par value, of which 200,000 shares are authorized as Class A Convertible stock.No shares issued and outstanding at March 31, 2020 and September 30, 2019 | - | $ | - | ||
| Common stock, .001 par value:75,000,000 shares authorized, 19,080,877 and 19,005,487 issued at March 31, 2020 and September 30, 2019, respectively | 19,081 | 19,006 | |||
| Additional paid-in capital | 52,155,835 | 51,987,096 | |||
| Retained earnings | 6,336,600 | 5,570,587 | |||
| Treasury stock, at cost, 2,096,451 shares at March 31, 2020 and September 30, 2019 | (21,368,537 | ) | (21,368,537 | ) | |
| Total shareholders' equity | 37,142,979 | 36,208,152 | |||
| Total liabilities and shareholders' equity | 39,908,261 | $ | 38,557,025 |
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, | |||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||
| Net Sales | 4,835,065 | 4,203,127 | 9,346,493 | 8,180,777 | ||||||
| Cost of sales | 2,539,894 | 1,856,921 | 4,449,675 | 3,668,768 | ||||||
| Gross profit | 2,295,171 | 2,346,206 | 4,896,818 | 4,512,009 | ||||||
| Operating expenses: | ||||||||||
| Research and development | 712,019 | 648,482 | 1,378,634 | 1,244,854 | ||||||
| Selling, general and administrative | 1,531,389 | 1,524,657 | 3,234,663 | 2,998,073 | ||||||
| Total operating expenses | 2,243,408 | 2,173,139 | 4,613,297 | 4,242,927 | ||||||
| Operating income | 51,763 | 173,067 | 283,521 | 269,082 | ||||||
| Interest income | 65,721 | 26,480 | 144,591 | 48,032 | ||||||
| Other income | 11,219 | 10,746 | 28,499 | 32,600 | ||||||
| Income before income taxes | 128,703 | 210,293 | 456,611 | 349,714 | ||||||
| Income tax (benefit) expense | (309,402 | ) | 7,794 | (309,402 | ) | 7,794 | ||||
| Net income | $ | 438,105 | $ | 202,499 | $ | 766,013 | $ | 341,920 | ||
| Net income per common share: | ||||||||||
| Basic | $ | 0.03 | $ | 0.01 | $ | 0.05 | $ | 0.02 | ||
| Diluted | $ | 0.03 | $ | 0.01 | $ | 0.04 | $ | 0.02 | ||
| Weighted average shares outstanding: | ||||||||||
| Basic | 16,931,138 | 16,860,568 | 16,920,087 | 16,850,584 | ||||||
| Diluted | 17,123,388 | 16,875,720 | 17,102,483 | 16,858,160 |