8-K

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):  April 26, 2006

INNOVATIVE SOLUTIONS AND SUPPORT, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania	0-31157	23-2507402
(State or other jurisdiction of	(Commission File	(I.R.S. Employer
Incorporation)	Number)	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:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02       Results of Operations and Financial Condition.

On April 26, 2006, Innovative Solutions & Support, Inc. issued a press release announcing its financial results for its second quarter and year-to-date periods ended March 31, 2006. A copy of that press release along with the press release 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 (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 or the Exchange Act.

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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 & Support, Inc.
Date: April 27, 2006	By:	/s/ James J. Reilly
		James J. Reilly
		Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated April 26, 2006 announcing financial results for the second quarter and year-to-date periods ended March 31, 2006.

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EX-99.1

Exhibit 99.1

Innovative Solutions & Support, Inc. Announces Results for Second Quarter 2006 and six months ended March 31, 2006

EXTON, Pa.—(BUSINESS WIRE)—Apr. 26, 2006—Innovative Solutions & Support, Inc. (NASDAQ:ISSC) today announced financial results for the second quarter and year-to-date periods ended March 31, 2006.

Total backlog at the end of the second quarter was $28.3 million, a 56% increase from $18.2 million at the end of the first quarter. The growth was the result of both Flat Panel Display System and Air Data orders. Flat Panel Display Systems backlog reached $16.3 million at quarter end, a 35% improvement from the first quarter and accounted for 57% of total company backlog for the quarter. Air Data backlog also grew nearly 100% to $12.1 million at the end of March, the highest level in the last four quarters.

New business orders have increased quarter over quarter for the past three quarters and in the first half of fiscal 2006 amounted to $24.5 million.

In the second quarter, Flat Panel Display System sales were $1 million, up from $0.3 million in the prior year’s second quarter. Total second quarter revenues were $3.7 million compared to $19.0 million in the prior year’s second quarter. For the six months ending March 31, 2006, Flat Panel Display System sales were $4.1 million, an increase from the prior year’s first half of more than 550%. Total revenues were $9.2 million compared to $40 million for the first six months of fiscal 2005, which benefited from RVSM compliance deadlines.

Roman Ptakowski, President of Innovative Solutions & Support, Inc., commented, “Our Flat Panel Display Systems business continues to gain momentum as evidenced by the upturn in sales as well as the record backlog level in the quarter. We continue to experience accelerating interest from an increasing variety of markets and our Flat Panel Systems strategy - targeting markets consisting of large numbers of aircraft, furthering our price leadership, and exploring partnerships and other alliances that can help drive growth – remains intact. At the same time, demand for our Air Data products improved reflecting replacement needs for aging aircraft. “

In the second quarter, the company reported a net loss of $(778,000) or $(0.04) per fully diluted share. This compared to $6.3 million of income or $0.34 per fully diluted share in the second quarter of fiscal 2005. The Company ended the period with $72.3 million of cash after purchasing 961,610 shares of its common stock at a cost of $13.7 million during the quarter. Please refer to the accompanying schedules highlighting our Statement of Operations and Balance Sheet.

Mr. Ptakowski continued, “Our revenues this quarter were impacted by a delay in the certification process with the FAA which, in turn, precluded us from shipping firm orders. The direction of our backlog, however, reflects the growing acceptance of our Flat Panel System in the marketplace and the ongoing demand for Air Data products. Despite the year over year revenue and earnings decline, the company still delivered gross margins in excess of 40% and continued to invest strongly in Flat Panel Display Systems, aircraft certification efforts and other products to ensure the company’s future.”

The company will host a conference call tomorrow morning, April 27, 2006 at 9:30 am local time (EST) to discuss these results as well as our business outlook. Please call in to participate at (888) 335-5539, conference ID# 7285267. Also, our web site (www.innovative-ss.com) will carry the conference call live and have it available for subsequent listening for a period of 30 days.

Headquartered in Exton, PA. Innovative Solutions & Support, Inc. (www.innovative-ss.com) is a systems integrator engaged in the design, manufacture and marketing of Flat Panel Display Systems, Air Data, Flight Information Computers, Engine and Fuel Measurement and Control Computers and advanced monitoring systems that measure and display critical flight information. This includes data relative to aircraft separation, airspeed and altitude as well as other instrument measurements.

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.

Contact Mr. James Reilly at (610) 646-9800

Innovative Solutions and Support, Inc.

Balance Sheet

	March 31, 2006			September 30, 2005
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	72,252,681		$	83,172,582
Accounts receivable	2,633,800			5,479,936
Inventories	4,307,417			3,911,626
Deferred income taxes	764,042			956,070
Prepaid expenses	2,433,037			4,028,498
Total current assets	82,390,977			97,548,712
Property and equipment, net	9,179,698			9,361,052
Other assets	347,114			125,114
TOTAL ASSETS	$	91,917,789		$	107,034,878
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of note payable	$	100,000		$	100,000
Current portion of capitalized lease obligation	7,891			7,257
Accounts payable	389,096			305,516
Accrued expenses	2,303,832			3,503,814
Deferred revenue	275,649			176,650
Total current liabilities	3,076,468			4,093,237
Note payable	4,235,000			4,235,000
Capitalized lease obligation	8,574			13,113
Deferred revenue	156,227			191,463
Deferred income taxes	532,408			635,967
SHAREHOLDERS’ EQUITY:
Common stock	18,063			18,047
Additional paid-in capital	42,481,545			41,926,318
Retained earnings	55,150,202			55,921,733
Treasury stock	(13,740,698		)	—
Total shareholders’ equity	83,909,112			97,866,098
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	91,917,789		$	107,034,878

Innovative Solutions and Support, Inc.

Statement of Operations

	Three months ended						Six months ended
	March 31,						March 31,
	2006			2005			2006			2005
Revenues	$	3,744,752		$	19,001,021		$	9,150,139		$	37,979,825
Cost of Sales	2,194,718			5,777,273			4,896,736			11,959,415
Gross profit	1,550,034			13,223,748			4,253,403			26,020,410
Research and development	1,916,788			1,548,468			3,451,789			2,819,999
Selling, general and administrative	2,200,650			2,303,928			4,097,486			4,332,395
Operating income (loss)	(2,567,404		)	9,371,352			(3,295,872		)	18,868,016
Interest income	819,626			428,325			1,601,071			711,575
Interest expense	(44,483		)	(39,395		)	(87,995		)	(79,134		)
Income (loss) before income taxes	(1,792,261		)	9,760,282			(1,782,796		)	19,500,457
Income tax expense (benefit)	(1,014,605		)	3,486,443			(1,011,265		)	7,033,815
Net Income (loss)	$	(777,656	)	$	6,273,839		$	(771,531	)	$	12,466,642
Net Income (loss) per Common Share
Basic	$	(0.04	)	$	0.35		$	(0.04	)	$	0.70
Diluted	$	(0.04	)	$	0.34		$	(0.04	)	$	0.68
Weighted Average Shares Outstanding
Basic	17,674,391			17,781,957			17,866,910			17,766,965
Diluted	17,674,391			18,316,479			17,866,910			18,293,080