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UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, DC 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the 

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 9, 2022

 

 

 

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 2.02Results of Operations and Financial Condition.

 

On February 9, 2022, Innovative Solutions and Support, Inc. issued a press release announcing its financial results for its first fiscal quarter ended December 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 9.01Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number Description
   
99.1 Press Release, dated February 9, 2022, announcing financial results for the first fiscal quarter ended December 31, 2021.
   
104 Cover Page Interactive Data File (embedded within the inline XBRL document)

 

 

 

 

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: February 9, 2022 By:  /s/ Relland M. Winand
      Relland M. Winand
      Chief Financial Officer

 

 

 

 

Exhibit 99.1

 

 

 

Innovative Solutions & Support, Inc. Announces Significant Increase in First Quarter Fiscal 2022 Revenues and Earnings

 

Board Promotes Dr. Shahram Askarpour from President to CEO to Continue Successful Implementation of Corporate Strategy

 

All Mourn Recent Loss of Founder Geoff Hedrick

 

02/09/2022

 

EXTON, Pa.--(BUSINESS WIRE)-- Innovative Solutions & Support, Inc. (“IS&S” or the “Company”) (NASDAQ: ISSC) today announced its financial results for the first quarter of fiscal year 2022, which ended December 31, 2021.

 

For the first quarter of fiscal 2022, the Company reported net sales of $6.7 million, up 38% as compared to $4.9 million in the first quarter a year ago. The Company reported a 372% increase in net income to $1.1 million, or $0.07 per share, compared the first quarter of fiscal 2021.

 

Shahram Askarpour, Chief Executive Officer, said, “Our first quarter was a solid start to the year, with 38% year-over-year revenue growth, gross margins reaching a recent high of 59% and a near quadrupling of net income. Operating expenses were down significantly as a percentage of revenues, demonstrating the leverage in our business model. Cash flow from operations was also solid, further increasing our cash balance and strengthening our financial position.

 

“I want to express my gratitude to the Board of Directors for their confidence in me. Geoff and I worked side-by-side for over 18 years, and he will be deeply missed. As a mentor, Geoff prepared me to take on the leadership of the organization. My goal is to stay the course that Geoff and I jointly developed over the past few years with a focus on developing and marketing innovative products that address unmet market needs and deliver strong value to our customers. I want to thank the many loyal and dedicated IS&S employees who are committed to pursuing our enduring vision to deliver what we believe to be the best price-for-performance products in the market.”

 

 

 

Statement from the Board of Directors

 

The Board of IS&S mourns the loss of our dear friend and colleague, Geoff Hedrick, and our deepest sympathies remain with Geoff’s immediate and extended IS&S family. Geoff dedicated his entire professional career to advancing the state-of-the-art and safety of avionics systems and flight controls. His extensive innovations involved altimetry, flight deck display systems and, most recently, a full-regime autothrottle for turboprops. Leading publications such as Flying Magazine and organizations such as the AOPA recognized Geoff’s significant contributions to the industry. Several of Geoff’s innovations have proven truly transformational and have directly benefitted air travel. We will miss his unique vision, tenacity and humor.

 

Dr. Shahram Askarpour has been promoted to Chief Executive Officer and elected to the Board of Directors with our full faith, confidence and support. Shahram started with IS&S as Vice President of Engineering in 2003 and was promoted to President in 2012. For almost two decades, Shahram worked closely with Geoff, fully engaged in managing the business while contributing to numerous key innovations fueling IS&S’ success. Most recently, he is a named inventor for the signal processing technology behind IS&S’ new ThrustSense autothrottle, adding to his numerous existing aviation patents. Prior to IS&S, Shahram held technical and managerial positions with Smiths Aerospace and Marconi Avionics. While Geoff’s loss is immeasurable, IS&S is fortunate to have experienced, long-tenured leadership and a robust portfolio of industry-unique products. We feel extremely privileged to have the continuity of leadership provided by Shahram and his team and are confident IS&S will continue to execute on the industry-unique products and market opportunities that it enjoys.

 

 

 

Cash Flow, New Orders and Backlog

 

The Company’s cash on hand increased to $9.7 million at December 31, 2021, from $8.3 million at the end the latest fiscal year end. Net cash flows from operating activities were $1.5 million in the first quarter.

 

New orders in the first quarter of fiscal 2022 were approximately $3.8 million and backlog as of December 31, 2021, was $6.2 million. Backlog increased from $4.2 million at the end of the first quarter of fiscal 2021. 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 approximately a decade. The Company expects that these contracts will add to production sales already in backlog.

 

Conference Call

 

The Company will be hosting a conference call on Thursday, February 10, 2022, 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 herein that are not descriptions of historical facts are “forward-looking” (as such term is defined in the Private Securities Litigation Reform Act of 1995). Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, those discussed in filings made by the Company with the Securities and Exchange Commission. Many of the factors that will determine the Company’s future results are beyond the ability of management to control or predict. Readers should not place undue reliance on forward-looking statements, which reflects management’s views only as of the date hereof. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

 

 

 

Innovative Solutions and Support, Inc.
Consolidated Balance Sheets

 

   December 31,   September 30, 
   2021   2021 
   (unaudited)     
ASSETS          
Current assets          
Cash and cash equivalents  $9,705,993   $8,265,606 
Accounts receivable   3,721,216    4,046,337 
Inventories   4,606,475    4,545,392 
Prepaid expenses and other current assets   881,478    833,076 
Total current assets   18,915,162    17,690,411 
Property and equipment, net   8,131,449    8,143,483 
Deferred income taxes   832,524    1,063,822 
Other assets   181,655    188,284 
Total assets  $28,060,790   $27,086,000 
           
LIABILITIES AND SHAREHOLDERS' EQUITY          
           
Current liabilities          
Accounts payable  $500,464   $623,620 
Accrued expenses   1,435,528    1,431,115 
Contract liability   335,854    417,504 
Total current liabilities   2,271,846    2,472,239 
Non-current deferred income taxes   25,214    28,680 
Total liabilities   2,297,060    2,500,919 
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 December 31, 2021 and September 30, 2021  $-   $- 
Common stock, $.001 par value:  75,000,000 shares authorized, 19,342,823 issued at December 31, 2021 and September 30, 2021   19,343    19,343 
Additional paid-in capital   51,862,686    51,817,095 
(Accumulated deficit)   (4,749,762)   (5,882,820)
Treasury stock, at cost, 2,096,451 shares at December 31, 2021 and September 30, 2021   (21,368,537)   (21,368,537)
Total shareholders' equity   25,763,730    24,585,081 
Total liabilities and shareholders' equity  $28,060,790   $27,086,000 

 

 

 

Innovative Solutions and Support, Inc.
Consolidated Statements of Operations
(unaudited)

 

   Three months ended 
   December 31, 
   2021   2020 
Net sales  $6,695,778   $4,869,652 
           
Cost of sales   2,728,057    2,303,829 
           
Gross profit   3,967,721    2,565,823 
           
Operating expenses:          
Research and development   736,525    600,298 
Selling, general and administrative   1,806,982    1,733,154 
Total operating expenses   2,543,507    2,333,452 
           
Operating income   1,424,214    232,371 
           
Interest income   96    879 
Other income   16,238    16,392 
Income before income taxes   1,440,548    249,642 
           
Income tax expense   307,490    9,497 
           
Net income  $1,133,058   $240,145 
           
Net income per common share:          
Basic  $0.07   $0.01 
Diluted  $0.07   $0.01 
           
Weighted average shares outstanding:          
Basic   17,246,372    17,214,384 
Diluted   17,246,372    17,216,287