10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
	EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2008

OR

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
	EXCHANGE ACT OF 1934

[For the transition period from                                            to                                                     ]

Commission File No. 0-31157

INNOVATIVE SOLUTIONS AND SUPPORT, INC.

(Exact name of registrant as specified in its charter)

PENNSYLVANIA	23-2507402
(State or other jurisdiction	(IRS Employer
of incorporation)	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)

Indicate by check mark whether 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 day.

Yes  x    No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer x
Non-accelerated filer o	Smaller reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  o      No  x

As of May 1, 2008, there were 16,901,884 shares of the Registrant’s Common Stock, with par value of $.001 per share, outstanding.

INNOVATIVE SOLUTIONS AND SUPPORT, INC.

FORM 10-Q March 31, 2008

INDEX

		Page No.
PART I.	FINANCIAL INFORMATION	3
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets – March 31, 2008 and September 30, 2007	3
	Condensed Consolidated Statements of Operations – Three Months and Six Months Ended March 31, 2008 and 2007	4
	Condensed Consolidated Statements of Cash Flows – Six Months Ended March 31, 2008 and 2007	5
	Notes to Condensed Consolidated Financial Statements	6 – 10
Item 2.	Managements Discussion and Analysis of Financial Condition and Results of Operations	11 – 16
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	18
Item 4.	Controls and Procedures	18
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	19
Item 1A	Risk Factors	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3.	Defaults upon Senior Securities	20
Item 4.	Submission of Matters to a Vote of Security Holders	20
Item 5.	Other Information	20
Item 6.	Exhibits	20
SIGNATURES

2

PART I–FINANCIAL INFORMATION

Item 1–Financial Statements

INNOVATIVE SOLUTIONS AND SUPPORT, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

	As of			As of
	March 31, 2008			September 30, 2007
ASSETS
Current Assets:
Cash and cash equivalents	$	43,794,278		$	49,151,078
Accounts receivable	4,735,045			6,248,606
Inventories	9,913,219			9,363,795
Deferred income taxes	—			899,895
Prepaid expenses and other current assets	1,053,078			6,208,804
Total current assets	59,495,620			71,872,178
Property and Equipment:
Computers and test equipment	5,801,022			5,444,737
Corporate airplane	3,058,627			3,058,627
Furniture and office equipment	1,068,970			1,016,954
Manufacturing facility	5,567,547			5,557,048
Land	1,021,245			1,021,245
	16,517,411			16,098,611
Less- Accumulated depreciation and amortization	(7,198,420		)	(6,721,274		)
Net property and equipment	9,318,991			9,377,337
Deferred income taxes	—			328,060
Other assets	2,996,390			3,008,210
Total assets	$	71,811,001		$	84,585,785
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Current portion of capitalized lease obligations	$	9,908		$	9,908
Accounts payable	2,864,694			4,077,789
Accrued expenses	3,455,778			4,670,832
Deferred revenue	400,035			660,415
Total current liabilities	6,730,415			9,418,944
Note payable	4,335,000			4,335,000
Long-term portion of capitalized lease obligations	42,671			47,542
Deferred revenue	15,284			50,520
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, 2008 and September 30, 2007	—			—
Common stock, $.001 par value: 75,000,000 shares authorized, 18,171,164 and 18,161,172 shares issued at March 31, 2008 and September 30, 2007	18,171			18,161
Additional paid-in capital	45,213,788			44,607,993
Retained earnings	33,599,278			44,194,053
Treasury stock, at cost, 1,279,510, shares at March 31, 2008 and 1,272,510 shares at September 30, 2007	(18,143,606		)	(18,086,428		)
Total shareholders’ equity	60,687,631			70,733,779
Total liabilities and shareholders’ equity	$	71,811,001		$	84,585,785

The accompanying notes are an integral part of these statements.

3

INNOVATIVE SOLUTIONS AND SUPPORT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	Three Months			Three Months			Six Months			Six Months
	Ended			Ended			Ended			Ended
	March 31,			March 31,			March 31,			March 31,
	2008			2007			2008			2007
Net sales:
Product	$	6,212,973		$	3,152,791		$	10,112,761		$	6,334,819
Engineering - Modification & Development	611,387			802,507			1,447,246			1,049,127
Total net sales	6,824,360			3,955,298			11,560,007			7,383,946
Cost of sales
Product	3,710,982			2,294,539			6,481,081			4,041,755
Engineering - Modification & Development	79,679			723,489			968,639			1,010,218
Total cost of sales	3,790,661			3,018,028			7,449,720			5,051,973
Gross profit	3,033,699			937,270			4,110,287			2,331,973
Operating expenses:
Research and development	2,776,576			1,480,741			4,517,244			2,805,095
Selling, general and administrative	4,734,446			3,873,767			10,670,352			6,932,782
Total operating expenses	7,511,022			5,354,508			15,187,596			9,737,877
Operating loss	(4,477,323		)	(4,417,238		)	(11,077,309		)	(7,405,904		)
Interest income- net	403,199			740,751			942,021			1,506,264
Other income	300,000			—			300,000			—
Loss before income taxes	(3,774,124		)	(3,676,487		)	(9,835,288		)	(5,899,640		)
Income tax expense (benefit)	3,286,033			(1,317,341		)	1,346,810			(2,442,050		)
Net loss	$	(7,060,157	)	$	(2,359,146	)	$	(11,182,098	)	$	(3,457,590	)
Net loss per common share:
Basic	$	(0.42	)	$	(0.14	)	$	(0.66	)	$	(0.21	)
Diluted	$	(0.42	)	$	(0.14	)	$	(0.66	)	$	(0.21	)
Weighted average shares outstanding:
Basic	16,890,942			16,865,098			16,895,720			16,844,795
Diluted	16,890,942			16,865,098			16,895,720			16,844,795

The accompanying notes are an integral part of these statements.

4

INNOVATIVE SOLUTIONS AND SUPPORT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	For the Six			For the Six
	Months Ended			Months Ended
	March 31			March 31
	2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(11,182,098	)	$	(3,457,590	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	504,594			407,567
Share-based compensation expense:
Stock options	459,417			223,742
Nonvested stock awards	99,974			99,942
Tax benefit from share-based arrangements:
Stock options	11,999			163,979
Nonvested stock awards	6,286			39,740
Excess tax benefits from share-based payments arrangements	—			(135,302		)
(Gain) loss on disposal of fixed assets	(3,000		)	551
Excess and obsolete inventory expense	—			100,000
Deferred income taxes	1,227,955			(367,564		)
(Increase) decrease in:
Accounts receivable	1,513,561			1,010,425
Inventories	(549,424		)	812,230
Prepaid expenses and other current assets	5,155,726			(3,129,287		)
Other non current assets	(6,180		)	—
Increase (decrease) in:
Accounts payable	(1,213,095		)	1,941,077
Accrued expenses	(627,730		)	257,840
Deferred revenue	(295,616		)	(415,443		)
Net cash used in operating activities	(4,908,881		)	(2,448,093		)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(428,248		)	(380,444		)
Purchases of other assets	—			(2,500		)
Proceeds on sale of fixed assets	3,000			—
Net cash used in investing activities	(425,248		)	(382,944		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options	28,129			434,938
Repayment of capitalized lease obligations	(4,872		)	(4,073		)
Purchase of treasury stock	(57,178		)
Excess tax benefits from share-based payments arrangements	—			135,302
Net cash provided by (used in) financing activities	(22,671		)	566,167
Net decrease in cash and cash equivalents	(5,356,800		)	(2,264,870		)
Cash and cash equivalents, beginning of year	49,151,078			62,984,829
Cash and cash equivalents, end of period	$	43,794,278		$	60,719,959
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest	$	69,005		$	81,128
Cash paid for income taxes	$	6,000		$	—
Cash received from income tax refund	$	(5,078,928	)	$	(1,801	)

The accompanying notes are an integral part of these statements.

5

Innovative Solutions and Support Inc.

Notes to Condensed Consolidated Financial Statements

1. Basis of Presentation:

Innovative Solutions and Support, Inc. (the “Company”) was incorporated in Pennsylvania on February 12, 1988. The Company’s primary business is the design, manufacture and sale of flat panel display systems, flight information computers and advanced monitoring systems for military, government, commercial air transport and corporate aviation markets.

The balance sheet as of March 31, 2008, the statement of operations for the three months and six months ended March 31, 2008 and 2007 and the statements of cash flows for the six months ended March 31, 2008 and 2007 have been prepared by the Company without audit. In the opinion of management, all adjustments, consisting of normal and recurring adjustments, necessary to present fairly the financial position, results of operations and cash flows at March 31, 2008 and for all periods presented have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s Form 10-K for the year ended September 30, 2007 as filed with the Securities and Exchange Commission. The results of operations for the three months and six months ended March 31, 2008 are not necessarily indicative of the operating results for the full year.

2. New Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This statement does not require any new fair value measurements; however, the application of this Statement may change current practice for some entities. SFAS 157 is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact of this pronouncement.

3. Concentrations

For the three months ended March 31, 2008, one customer accounted for 49% of net sales. For the three months ended March 31, 2007, three customers accounted for 35%, 18% and 12% of net sales or 65% on a combined basis. For the six months ended March 31, 2008, one customer accounted for 58% of net sales. For the six months ended March 31, 2007, two customers accounted for 22% and 10% of net sales or 32% on a combined basis.

4. Inventories

Inventories are stated at the lower of cost (first-in, first-out) or market, net of reserve for excess and obsolete, and consist of the following:

	March 31		September 30
	2008		2007
Raw materials	$	6,910,635	$	6,420,184
Work-in-process	1,984,600		2,216,111
Finished goods	1,017,984		727,500
	$	9,913,219	$	9,363,795

6

5. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following:

	March 31,		September 30,
	2008		2007
Prepaid income taxes	$	—	$	5,017,794
Other	1,053,078		1,191,010
	$	1,053,078	$	6,208,804

6. Warranty

The Company provides for the estimated cost of product warranties at the time revenue is recognized. Warranty cost is recorded as cost of sales and the reserve balance recorded as an accrued expense in the financial statements. While the Company engages in extensive product quality programs and processes, the Company’s warranty obligation is affected by product failure rates and the related material, labor and delivery costs incurred in correcting a product failure. Should actual product failure rates, material or labor costs differ from the Company’s estimates, further revisions to the estimated warranty liability would be required.

Warranty cost and accrual information for the three months ended March 31, 2008 is highlighted below:

Warranty accrual at December 31, 2007	$	624,481
Accrued expense for the three months ended March, 31, 2008	78,480
Warranty costs for the three months ended March 31, 2008	(29,763		)
Warranty accrual at March 31, 2008	$	673,198

Warranty cost and accrual information for the six months ended March 31, 2008 is highlighted below:

Warranty accrual at September 30, 2007	$	592,524
Accrued expense for the six months ended March, 31, 2008	149,988
Warranty costs for the six months ended March 31, 2008	(69,315		)
Warranty accrual at March 31, 2008	$	673,198

7. Notes Payable

The Company entered into a $4,335,000 loan agreement dated August 1, 2000 with the Chester County, Pennsylvania Industrial Development Authority. The purpose of the loan was to fund the construction of the Company’s new office and manufacturing facility. The loan matures in 2015 and carries an interest rate set by the remarketing agent that is consistent with 30-day tax-exempt commercial paper. The loan agreement includes an optional redemption schedule that allows the Company the option of forgoing any principal pay-down of the outstanding balance and, accordingly, the balance of the notes payable will be due in 2015.

In November 2007 the Company and the lender signed an amendment to the loan agreement which deleted existing financial covenants and replaced them with only one restrictive covenant that requires the Company to maintain at all times unencumbered cash and marketable securities having a market value of at least $20 million. The Company was in compliance with this covenant as of March 31, 2008.

8. Share-Based Compensation

Effective October 1, 2005 the Company adopted the provisions of SFAS No.123(R), Share-Based Payment (“SFAS 123(R)”), using the modified prospective approach and now accounts for share-based compensation applying the fair value method for expensing stock options and non-vested stock awards.

7

Total share-based compensation expense was $380,000 and $172,000 for the three months ended March 31, 2008 and 2007, respectively. The income tax benefit recognized in the statement of operations for share-based compensation arrangements was $0 and $62,000 for the three months ended March 31, 2008 and 2007, respectively. Total share-based compensation expense was $559,000 and $334,000 for the six months ended March 31, 2008 and 2007 respectively and the income tax benefit recognized in the statement of operations for share based compensation arrangements was $0 and $138,000, respectively. Compensation expense related to share-based awards is recorded as a component of general and administrative expense.

The Company maintains the 1998 Stock Option Plan (the “Plan”) and the 2003 Restricted Stock Plan (the “Restricted Plan”). These plans were approved by the Company’s shareholders.

Stock Options

The Plan provides for the granting of incentive and nonqualified stock options to employees, officers, directors and independent contractors and consultants. Through March 31, 2008 no stock options have been granted to independent contractors or consultants under this Plan.  Total compensation expense was $330,000 and $112,000 for the three months ended March 31, 2008 and 2007, and $459,000 and $224,000 for the six months ended March 31, 2008 and 2007, respectively.  Incentive stock options granted under the Plan have exercise prices that must be at least equal to the fair value of the common stock on the date of grant. Nonqualified stock options granted under the Plan have exercise prices that may be less than, equal to or greater than the fair value of the common stock on the date of grant. The Company has reserved 3,389,000 shares of Common Stock for awards under the plan. As of March 31, 2008 there were 1,285,000 shares remaining and available for grant under the Plan.

A summary of option activity under the Plan as of March 31, 2008 and changes during the six months ended March 31, 2008 is as follows:

					Weighted Average	Aggregate
			Weighted Average		Remaining	Intrinsic
	Options		Exercise Price		Contractual Life	Value
Outstanding at September 30, 2007	572,959		$	10.30
Granted	409,000		10.16
Exercised	(3,897	)	7.22
Cancelled	(9,354	)	9.46
Outstanding at March 31, 2008	968,708		$	10.26	7.41	$	1,935,418
Exercisable at March 31, 2008	410,608		$	7.73	4.86	$	1,635,963

The weighted-average grant date fair value of individual options granted during the six months ended March 31, 2008 and 2007 was $5.05 and $9.64, respectively. The total intrinsic value of options exercised during the six months ended March 31, 2008 and 2007 was $31,000 and $534,000, respectively.

The following table summarizes information about stock options under the Plan at March 31, 2008:

Options Outstanding							Options Exercisable
				Weighted-
			Outstanding	Average	Weighted-			Weighted-
			As of	Remaining	Average		As of	Average
Range of Exercise			March 31,	Contractual	Exercise		March 31,	Exercise
Prices			2008	Life	Price		2008	Price
$ 0.00	-	5.00	201,909	4.79	$	4.22	201,309	$	4.22
$ 5.01	-	10.00	210,799	5.89	7.81		123,299	7.68
$ 10.01	-	15.00	445,000	9.23	11.47		42,000	13.85
$ 15.01	-	20.00	46,600	7.07	16.77		30,400	16.88
$ 20.01	-	26.97	64,400	8.30	24.18		13,600	20.68
			968,708	7.41	10.26		410,608	7.73

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The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. Options are exercised over a maximum term of ten years from the date of grant and vest over periods of two to five years from the grant date. The expected term of options represents the period of time that the options granted are expected to be outstanding and is based on historical experience. Expected volatility is based on historical volatility of the Company’s stock. The risk free interest rate is based on U.S. Treasuries with constant maturities in effect at the time of the grant. Compensation expense for employee stock options also includes an estimate for forfeitures and is recognized ratably over the vesting term. The table below sets forth the fair value assumptions used to record compensation expense for the period identified:

	Six Months		Six Months
	Ended		Ended
	March 31, 2008		March 31, 2007
Expected lives (years)	7.24		8.82
Weighted average risk-free interest rate	2.3	%	2.1	%
Expected volatility	59.9	%	64.7	%
Expected dividend rate	—	%	—	%

As of March 31, 2008, there was approximately $1.5 million of unrecognized compensation cost, net of forfeitures, related to non-vested stock options, which is expected to be recognized over a period of approximately 5 years.

Non-vested Stock

The Restricted Plan for non-employee directors was approved by shareholders at the Company’s February 26, 2004 Annual Meeting of Shareholders. The Plan calls for an annual award of non-vested stock having a fair market value of $40,000 as of the close of business on October 1 of the current fiscal year for all eligible non-employee directors. The stock is awarded in four quarterly installments during the fiscal year provided the director is still serving on the board on the quarterly issue date. Total expense was $50,000 and $60,000 for the three months ended March 31, 2008 and 2007 and $100,000 and $110,000 for the six months ended March 31, 2008 and 2007, respectively. As of March 31, 2008, there was an estimated $100,000 of unrecognized compensation expense related to nonvested stock awards under the Company’s Restricted Plan. That cost is expected to be recognized over the balance of the fiscal year. The following table outlines restricted stock awards for the six months ended March 31, 2008:

	Non-vested		Weighted Average
	Stock Awards		Share Price
Balance at September 30, 2007	3,465		$	14.43
Granted	10,525		19.00
Issued	(6,095	)	16.40
Cancelled	—		—
Balance at March 31, 2008	7,895		$	19.00

9. Stock Repurchase Program

On December 28, 2005 the Company’s Board of Directors approved a common stock repurchase program to acquire up to 2,000,000 shares of its outstanding common stock. Over the course of the program the Company repurchased 1,272,510 shares of its common stock at an average cost of $14.21 per share. The program was in effect until March 31, 2007

On February 21, 2008 the Company’s Board of Directors approved a common stock repurchase program to acquire up to 1,000,000 shares of its outstanding common stock. The program will remain in effect until February 21, 2009, unless extended by the Board of Directors. For the three months ended March 31, 2008 the Company repurchased 7,000 shares of its common stock at an average cost of $8.17 per share.

10. Loss per Share

Loss per share (“EPS”) is calculated using the principles of SFAS No. 128, Earnings Per Share.

For the six month periods ended March 31, 2008 and 2007, there were 969,000 and 547,000 options to purchase common stock outstanding  excluded from the computations of diluted earnings per share as the effect would be antidilutive.

9

11. Income Taxes

The Company adopted the provisions of FASB Interpretation 48, Accounting for Uncertainty in Income Taxes (“FIN 48”), on October 1, 2007. Previously, the Company had accounted for tax contingencies in accordance with SFAS No. 5, Accounting for Contingencies. At the adoption date of October 1, 2007, the Company applied FIN 48 to all tax positions for which the statute of limitations remained open. As a result of the implementation of FIN 48, the Company recognized a decrease of approximately $587,000 in the liability for unrecognized tax benefits, which was accounted for as an increase to the October 1, 2007 balance of retained earnings.

The amounts of unrecognized tax benefits as of October 1, 2007 were approximately $330,000, all of which, if ultimately recognized, would reduce the Company’s annual effective tax rate. There have been no material changes in unrecognized tax benefits since October 1, 2007.

The Company is subject to income taxes in the U.S. federal and various state jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of  related tax laws and regulations and require significant judgment to apply. With few significant exceptions, the Company is no longer subject to U.S. federal or state and local examinations by tax authorities for the years ending on or before September 30, 2003.

The Company does not expect the total amount of unrecognized tax benefits to significantly change in the next twelve months.

The Company recognizes interest accrued and penalties related to unrecognized tax benefits in income tax expense for all periods presented. The Company had accrued approximately $30,000 for the payment of interest and penalties, net of deferred tax benefits, at October 1, 2007. Subsequent changes to accrued interest and penalties have not been significant.

For the six months ended March 31, 2008, the Company recognized $10,000 of interest and penalties, net of tax benefit, within income tax expense.

The Company’s financial statements contain certain deferred tax assets which have arisen primarily as a result of tax benefits associated with the loss before income tax incurred during the six months ended March 31, 2008, as well as deferred income tax assets resulting from temporary differences in prior tax years.  SFAS No. 109, Accounting for Income Taxes (“SFAS 109”), requires the consideration of a valuation allowance to reflect the likelihood of realization of deferred tax assets.  Significant management judgment is required in determining any valuation allowance recorded against net deferred tax assets.  The Company considered all of the available positive and negative evidence, including the significant operating losses incurred in 2006 and 2007, the continued operating losses in 2008, uncertainty as to the extent and timing of profitability in future periods, and ongoing tax planning strategies.  Based on the weight of available evidence, the Company recorded a full valuation allowance against deferred tax assets during the quarter ended March 31, 2008.  The establishment of this valuation allowance during the quarter ended March 31, 2008 was offset by the tax benefit realized as a result of the three month ended March 31, 2008, pre-tax loss incurred by the Company and resulted in an income tax expense of $3.3 million for the quarter.

If the realization of deferred tax assets in the future is considered more likely than not, a reduction to the valuation allowance related to the deferred tax assets would increase net income in the period such determination is made.  The amount of the deferred tax asset considered realizable is based on significant estimates, and it is possible that changes in these estimates could materially affect the financial condition and results of operations.  The Company’s effective tax rate may vary from period to period based on changes in estimated taxable income or loss; changes to the valuation allowance; changes to federal or state tax laws; and as a result of acquisitions.

10

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

We design, manufacture and sell flat panel display systems, flight information computers and advanced monitoring systems to the Department of Defense (DOD), government agencies, commercial air transport carriers and corporate/general aviation markets.

Our revenues are derived from the sale of our products to the retrofit market and to original equipment manufacturers (OEMs). Our customers include government and military entities and their commercial contractors, aircraft operators, aircraft modification centers and various OEMs. Although we occasionally sell our products directly to government entities, we primarily sell our products to commercial customers for end use in government and military programs. Sales to defense contractors are on commercial terms, although some of the termination and other provisions of government contracts are applicable to these contracts.

We continue to invest in and seek additional opportunities for our Flat Panel Display System product line. In October 2005, the FAA awarded the Company a second Technical Standard Order (TSO) for our flat panel display system COCKPIT/IP^TM. This TSO establishes our flat panel display system as meeting FAA requirements that have been put in place to ensure safe flight on a variety of aircraft types and, additionally, it addresses the most stringent Commercial Air Transport market requirements as provided in Title 14 of the Code of Federal Regulation, subpart 25, Commercial Air Transport. The TSO states “It has been noted that this display system employs an integrity monitoring system that assures integrity to a catastrophic/Level A design condition with the use of commercial graphic processors.”

In October 2005, the Company in a teaming arrangement with ABX Air, received FAA Supplemental Type Certification (STC) of its Flat Panel Display System for use on B-767 aircraft. The STC provides B-767 operators with a low cost, rapidly implemented retrofit of their cockpit avionics with a modern pilot and copilot suite of high resolution multi-color LCD flat panel displays. Operators will benefit from improved dispatch reliability, logistics savings and adaptability to future requirements. The receipt of the STC positions the Company to pursue more than 1,700 B-757 and B-767 aircraft with similar needs for Flat Panel Display System upgrades. In January 2007, the Company in a teaming arrangement with ABX Air received another STC from the FAA on its Flat Panel Display System for use on B-757 aircraft. Similar to the prior STC, it provides B-757 operators with the same low cost, rapidly implemented retrofit of their cockpit avionics. The STC’s also provide a foundation for incorporation  into other airplanes as well.

Cost of sales related to product sales is comprised of product material purchased through our supplier base and direct in-house assembly labor and overhead costs. Many components used in assembling our products are standard, although certain parts are manufactured to meet our specifications. The overhead portion of cost of sales is primarily comprised of salaries and benefits, building occupancy, supplies, and outside service costs related to our production, purchasing, customer service, material control and quality departments as well as warranty costs.

Cost of sales related to Engineering-modification and development (EMD) is comprised of engineering labor, consulting services and other cost associated with specific design and development projects.

We intend to continue to invest in development of new products and  enhancement of our existing product lines and will expense research and development costs as  incurred.

Selling, general, and administrative expenses consist of marketing and business development expenses, professional expenses, salaries and benefits for executive and administrative personnel, facility costs, recruiting, legal, accounting, and other general corporate expenses.

The Company’s financial statements contain certain deferred tax assets which have arisen primarily as a result of tax benefits associated with the loss before income tax incurred during the six months ended March 31, 2008, as well as deferred income tax assets resulting from temporary differences in prior tax years.  SFAS 109 requires the consideration of a valuation allowance to reflect the likelihood of realization of deferred tax assets.  Significant management judgment is required in determining any valuation allowance recorded against net deferred tax assets.  As a result of operating losses incurred in 2006 and 2007, the continued operating losses in 2008, and uncertainty as to the extent and timing of profitability in future periods, the Company recorded a full valuation allowance against deferred tax assets during the quarter ended March 31, 2008.  The establishment of this valuation allowance during the quarter ended March 31, 2008 was offset by the tax benefit realized as a result of the three month ended March 31, 2008, pre-tax loss incurred by the Company and resulted in an income tax expense of $3.3 million for the quarter.

If the realization of deferred tax assets in the future is considered more likely than not, a reduction to the valuation allowance related to the deferred tax assets would increase net income in the period such determination is made.  The amount of the deferred tax asset considered realizable is based on significant estimates, and it is possible that changes in these estimates could materially affect the financial condition and results of operations.  The Company’s effective tax rate may vary from period to period based on changes in estimated taxable income or loss; changes to the valuation allowance; changes to federal or state tax laws; and as a result of acquisitions.

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Three Months Ended March 31, 2008 Compared to the Three Months Ended March 31, 2007

Net sales. Net sales increased $2.9 million, or 74%, to $6.8 million for the three months ended March 31, 2008 from $3.9 million in the three months ended March 31, 2007. For the three months ended March 31, 2008, product sales increased $3.1 million and EMD sales decreased $0.2 million from the same period in the prior year. The increase in product sales was primarily related to increased sales of Flat Panel Display System to a major customer.

Cost of sales. Cost of sales increased $0.8 million or 26%, to $3.8 million, or 56% of net sales in the three months ended March 31, 2008 from $3.0 million, or 76 % of net sales in the three months ended March 31, 2007. The overall dollar increase consists of $1.4 million in cost of sales related to product sales and a decrease of $0.6 million related to EMD sales. The $1.4 million increase in cost related to product sales is attributable to increased sales. The decrease in cost related to EMD sales was primarily related to lower EMD sales.

Research and development. Research and development expense increased $1.3 million or 87% to $2.8 million or 41% of net sales in the three months ended March 31, 2008 from $1.5 million or 37% of net sales in the three months ended March 31, 2007.

The increase in research and development expense in the quarter was primarily due to reduction in the cost allocation associated with EMD cost of sales for the period. This allocation was necessary to match non- recurring engineering cost with corresponding non-recurring engineering sales in the period. Overall, when you combine research and development expenses with EMD cost of sales, combined engineering, research and development related cost for the three months ended March 31, 2008 has increased $0.7 million from the same period in the prior year and reflects the Company’s continued commitment to product development, research and engineering.

Selling, general, and administrative. Selling, general and administrative expenses increased $0.8 million, or 21%, to $4.7 million, or 69% of net sales in the three months ended March 31, 2008 from $3.9 million or 100% of net sales in the three months ended March 31, 2007. The increase in the dollar amount for the three months ended March 31, 2008 from the same  period in the prior year was primarily the result of increases of $0.8 million for employee related expenses and $0.2 million in outside consulting services, offset by a $0.4 million reduction in legal fees incurred to protect the Company’s intellectual property.

Interest income – net. Interest income of $442,000 was offset by interest expense of $39,000 in the three months ended March 31, 2008. Interest income of $791,000 was offset by interest expense of $50,000 in the three months ended March 31, 2007. The decrease in interest income was primarily the result of  reduced average cash balances and lower interest rates in the current quarter as opposed to the same period in the prior year.

Other income. In March 2008, the Company received a payment of $0.3 million in settlement of a claim against a shareholder for short swing profit liability to the Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended.

Income tax expense (benefit). The income tax expense for the three months ended March 31, 2008 was $3.3 million as compared to an income tax benefit of $1.3 million for the three months ended March 31, 2007. The increase in the amount of income tax expense was the result of the establishment of a valuation allowance related to the deferred tax assets the Company had accumulated on the balance sheet. As required by SFAS No. 109, this valuation allowance was recorded based on the weight of available positive and negative evidence, including two years of financial statement losses, its current projection of a pre-tax loss for the current year, and consideration of the Company’s ongoing tax planning strategies. If the realization of deferred tax assets in the future is considered more likely than not, a reduction to the valuation allowance related to the deferred tax assets would increase net income in the period such determination is made.

The effective tax rate for the three months ended March 31, 2008 and 2007 was (87%) and 36%, respectively. The difference in effective tax rates relates to establishment of the full valuation allowance on deferred tax assets. (See Note #11. Income Taxes)

In December of 2006, an additional two-year extension of the Research and Experimentation (R&E) Tax Credit was enacted into law. This retroactive extension is for amounts paid or incurred from January 1, 2006 to December 31, 2006.  The entire impact of this retroactive extension has been recognized in the three months ended March 31, 2007, as required by SFAS 109, “Accounting for Income Taxes.”

Net loss. As a result of the factors described above, our net loss in the three months ended March 31, 2008 was $7.1 million, an increase of $4.7 million from the net loss of $2.4 million for the three months ended March 31, 2007.

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Six Months Ended March 31, 2008 Compared to the Six Months Ended March 31, 2007

Net sales. Net sales increased $4.2 million, or 57%, to $11.6 million for the six months ended March 31, 2008 from $7.4 million in the six months ended March 31, 2007. For the six months ended March 31, 2008 product sales increased $3.8 million and EMD sales increased $0.4 million from the same period in the prior year. The increase in net sales was primarily related to increased Flat Panel Display Systems sales to a major customer.

Cost of sales. Cost of sales increased $2.3 million or 45%, to $7.4 million, or 64% of net sales in the six months ended March 31, 2008 from $5.1 million, or 68 % of net sales in the six months ended March 31, 2007. The increase of $2.4 million in cost of sales related to product sales was primarily related to increased sales and was offset by the decrease of $0.1 million related to EMD sales which was primarily due to decreased EMD sales.

Research and development. Research and development expenses increased $1.7 million or 61% to $4.5 million or 39% of net sales in the six months ended March 31, 2008 from $2.8 million or 38% of net sales in the six months ended March 31, 2007. The increase in research and development expense for the six month period was primarily related to the increase in development requirements related to our Flat Panel Display System for new applications. Overall, when you combine research and development expenses with EMD cost of sales, combined engineering, research and development related cost for the six months ended March 31, 2008 has increased $1.7 million from the same period in the prior year and reflects the Company’s continued commitment to product development, research and engineering.

Selling, general, and administrative. Selling, general, and administrative expenses increased $3.8 million, or 55%, to $10.7 million, or 92% of net sales in the six months ended March 31, 2008 from $6.9 million or 94% of net sales in the six months ended March 31, 2007. The increase in the dollar amount for the six months ended March 31, 2008 from the same period in the prior year was primarily the result of an increase of $2.1 million of legal fees incurred in connection with litigation relating to the defense of our intellectual property and an increase of $1.0 million in employee related expenses.

Interest income – net.  Interest income of $1.0 million was offset by interest expense of $0.1 in the six months ended March 31, 2008. Interest income of $1.6 million was offset by interest expense of $0.1 million in the six months ended March 31, 2007. The decrease in interest income was primarily the result of our reduced average cash balance and lower interest rates in the current period as opposed to the same period in the prior year.

Other income. In March 2008, the Company received a payment of $0.3 million in settlement of a claim against a shareholder for short swing profit liability to the Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended.

Income tax expense. The income tax expense for the six months ended March 31, 2008 was $1.3 million as compared to an income tax benefit of $2.4 million for the six months ended March 31, 2007. The increase in the amount of income tax expense was the result of the establishment of a valuation allowance related to the deferred tax assets the Company had accumulated on the balance sheet Company recording a full valuation allowance against all deferred tax assets. As required by SFAS No. 109, this valuation allowance was recorded based on the weight of available positive and negative evidence, including two years of financial statement losses, its current projection of a pre-tax loss for the current year, and consideration of the Company’s ongoing tax planning strategies. If the realization of deferred tax assets in the future is considered more likely than not, a reduction to the valuation allowance related to the deferred tax assets would increase net income in the period such determination is made.

The effective tax rate for the six months ended March 31, 2008 and 2007 was 14% and 41%, respectively. The difference in the effective tax rates relates to recording of the full valuation allowance on the deferred tax assets. (See note # 11. Income Taxes)

In December of 2006, an additional two-year extension of the Research and Experimentation (R&E) Tax Credit was enacted into law. This retroactive extension is for amounts paid or incurred from January 1, 2006 to December 31, 2006.  The entire impact of this retroactive extension has been recognized in the six months ended March 31, 2007, as required by SFAS 109.

Net income (loss). As a result of the factors described above, our net loss in the six months ended March 31, 2008 was $11.2 million, an increase of $7.7 million from net loss of $3.5 million for the six months ended March 31, 2007.

Liquidity and Capital Resources

Our main source of liquidity has been cash flows generated in prior years. We require cash principally to finance inventory, accounts receivable and payroll.

Our cash used in operating activities was $4.9 million for the six months ended March 31, 2008 as compared to $2.4 million for the six months ended March 31, 2007. The increase of $2.5 million was due primarily to higher net loss ($7.7 million), decreased accounts payable ($3.1 million) and increased inventory ($1.4 million) which was offset by decreased prepaid expenses and other current assets

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($8.3 million) and decreased deferred tax benefit ($1.6 million).

Our cash used in investing activities was $425,000 for the six months ended March 31, 2008 and primarily consisted of the purchase of production and laboratory test equipment. Cash used in investing activities was $383,000 for the six months ended March 31, 2007 and consisted of the purchase of production equipment.

Net cash flow used in financing activities was $23,000 for the six months ended March 31, 2008 as compared to net cash provided by financing activities of $566,000 in the six months ended March 31, 2007. The primary use of cash for financing activities was attributable to our purchase of 7,000 shares of our stock at a total cost of $57,000. In both periods the primary source of cash was from proceeds from the exercise of stock options.

The Company entered into a $4,335,000 loan agreement dated August 1, 2000 with the Chester County, Pennsylvania Industrial Development Authority. The purpose of the loan was to fund the construction of the Company’s new office and manufacturing facility. The loan matures in 2015 and carries an interest rate set by the remarketing agent that is consistent with 30-day tax-exempt commercial paper. The loan agreement includes an optional redemption schedule that allows the Company the option of forgoing any principal pay-down of the outstanding balance and, accordingly, the balance of the notes payable will be due in 2015

In November 2007 the Company and the lender signed an amendment to the loan agreement, which deleted existing financial covenants and replaced them with only one restrictive covenant that requires the Company to maintain at all times unencumbered cash and marketable securities having a market value of at least $20 million. The Company was in compliance with this covenant as of March 31, 2008.

Our future capital requirements depend on numerous factors, including market acceptance of our products, the timing and rate of expansion of our business, acquisitions, joint ventures and other factors. We have experienced increases in our expenditures since our inception consistent with growth in our operations, personnel and product line, and we anticipate that our expenditures will continue to increase in the foreseeable future. We believe that our cash and cash equivalents will provide sufficient capital to fund our operations for at least the next twelve months. However, we may need to raise additional funds through public or private financings or other arrangements in order to support more rapid expansion of our business than we now anticipate either through acquisitions or organic growth. Further, we may need to develop and introduce new or enhanced products, respond to competitive pressures, invest in or acquire businesses or technologies or respond to unanticipated requirements or developments. If additional funds are raised through the issuance of equity securities, dilution to existing shareholders may result. If insufficient funds are available, we may not be able to introduce new products or compete effectively in any of our markets, which could hurt our business.

Backlog

As of March 31, 2008 and 2007, our backlog was $73.8 million and $42.7 million, respectively. The period over period increase in backlog principally reflects the increase in Flat Panel Display System orders. The Flat Panel Display System component as of March 31, 2008 is $62.3 million, an increase of $28.8 million over the March 31, 2007 balance of $33.5 million.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. The Company’s most critical accounting policies are revenue recognition, income taxes, inventory valuation, share-based compensation and warranty reserves.

Revenue recognition

The Company recognizes revenue under the provisions of Staff Accounting Bulletin (“SAB”) No. 104, Revenue Recognition (“SAB 104”).

The Company enters into certain sales arrangements that include multiple deliverables as defined in Emerging Issues Task Force (“EITF”) Issue No. 00-21, Revenue Arrangements with Multiple Deliverables (“EITF 00-21”). The Company identifies all goods and/or services that are to be delivered separately under a sales arrangement and allocates revenue to each deliverable based on fair value. In general, revenues are separated between product sales and EDM sales. The allocated revenue for each deliverable is then recognized using appropriate revenue recognition methods.

The Company accounts for transactions with software that is more than incidental to the products under Statement of Position (“SOP”) 97-2. Software Revenue Recognition (“SOP 97-2”) and EITF Issue 03-5, Applicability of AICPA Statement of Position 97-2, Software Revenue Recognition, to Non-Software Deliverables in an Arrangement Containing More-Than-Incidental Software (“EITF 03-5”). 

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Accordingly, revenue is recognized when all of the following criteria are met: 1) there is persuasive evidence that an arrangement exists; 2) delivery has occurred or services have been rendered; 3) the seller’s price to the buyer is fixed or determinable; and 4) collectibility is reasonably assured.

Sales related to certain long-term contracts requiring development and delivery of products over several accounting periods are accounted for under the American Institute of Certified Public Accountants (“AICPA”) SOP 81-1, Accounting for Performance of Construction-Type and Certain Production-Type Contracts (“SOP 81-1”). We consider the nature of these contracts as well as the types of products and services provided when determining the appropriate accounting treatment for a particular contract. Certain long-term contracts are recorded on a percentage of completion basis using cost-to-cost methodology to measure progress towards completion.

The Company offers its customers extended warranties for additional fees. These warranty sales are recorded as deferred revenue and recognized as sales on a straight-line basis over the warranty period.

Income taxes

Income taxes are recorded in accordance with SFAS No. 109. Provisions for federal and state income taxes are calculated on reported financial statement pre-tax income based on current tax law. The Company recognizes deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities and expected benefits of utilizing net operating loss carryforwards. The impact on deferred taxes of changes in tax rates and laws, if any, applied to the years during which temporary differences are expected to be settled, are reflected in the consolidated financial statements in the period of enactment.

A valuation allowance is recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized.  In evaluating our ability to recover our deferred tax assets we consider all available positive and negative evidence, including our operating results, ongoing tax planning, and forecasts of future taxable income. In the event we were to determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the valuation allowance which would reduce the provision for income taxes.

Inventories

Inventories are written down for estimated obsolescence equal to the difference between the cost of inventory and the estimated net realizable value based upon assumptions about future market conditions. If actual future demand or market conditions are less favorable than those projected by management, additional inventory write-downs may be required.

Share-based compensation

Effective October 1, 2005, the Company adopted the provisions of SFAS 123R, using the modified prospective approach and now accounts for share-based compensation applying the fair value method for expensing stock options. Accordingly, the adoption of SFAS 123R’s fair value method results in compensation costs for the Company’s 1998 Stock Option Plan.

Warranty reserves

We offer warranties on some products of various lengths. At the time of shipment, we establish a reserve for the estimated cost of warranties based on our best estimate of the amounts necessary to settle future and existing claims using historical data on products sold as of the balance sheet date. The length of the warranty period, the product’s failure rates and the customer’s usage affects warranty cost. If the actual cost of warranties differs from our estimated amounts, future results of operations could be adversely affected.

Business Segments

We operate in one principal business segment which designs, manufactures and sells flight information computers, flat panel displays and advanced monitoring systems to the Department of Defense, government agencies, commercial air transport carriers and corporate/general aviation markets. We currently derive virtually all our net sales from the sale of this equipment. Almost all of the net sales, operating results and identifiable assets are in the United States.

New Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This statement does not require any new fair value measurements; however, the application of this Statement may

15

change current practice for some entities. SFAS 157 is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact of this pronouncement.

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FORWARD-LOOKING STATEMENTS

This Form 10-Q contains statements, which, to the extent that they are not recitations of historical fact, constitute forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. The words “anticipate” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “outlook,” “would,” “should,” “guidance,” “potential,” “continue,” “project,”  “forecast” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or implied by these statements.  Numerous factors, including potentially the following factors, could affect the Company’s forward-looking statements and actual performance:

·market acceptance of our COCKPIT/IP^TM  system or other planned products or product enhancements;

·difficulties in developing and producing our flat panel systems, or COCKPIT/IP^TM, or other planned products or product enhancements;

·continued market acceptance of our air data systems products;

·the ability to obtain future contracts and awards;

·the availability of government funding and customer requirements;

·our ability to gain regulatory approval of our products in a timely manner;

·delays in receiving components from third party suppliers;

·the competitive environment;

·the termination of programs or contracts for convenience by customers;

·failure to retain key personnel;

·new product offerings from competitors;

·potential future acquisitions;

·protection of intellectual property rights;

·our ability to service the international market, and

·other factors disclosed from time to time in our filings with the Securities and Exchange Commission.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Form 10-Q. The Company does not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events, circumstances or changes in expectations after the date of this Form 10-Q, or to reflect the occurrence of unanticipated events. The forward-looking statements in this document are intended to be subject to the safe harbor protection provided by Sections 27A of the Securities Act and 21E of the Exchange Act.

For a discussion identifying some important factors that could cause actual results to vary materially from those anticipated in the forwardlooking statements, see the Company’s Securities and Exchange Commission filings including, but not limited to, the discussions of “Risk Factors” contained in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2007.

Investors should also be aware that while we do, from time to time, communicate with securities analysts, it is against our policy to disclose any material non-public information or other confidential commercial information.  Accordingly, shareholders should not assume that we agree with any statement or report issued by an analyst irrespective of the content of the statement or report.  Furthermore, we have a policy against issuing or confirming financial forecasts or projections issued by others.  Thus, to the extent that reports issued by securities analysts contain any projections, forecasts or opinions, such reports are not the responsibility of Innovative Solutions and Support, Inc.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company’s operations are exposed to market risks primarily as a result of changes in interest rates. The Company does not use derivative financial instruments for speculative or trading purposes. The Company’s exposure to market risk for changes in interest rates relates to its cash equivalents and an industrial revenue bond. The Company’s cash equivalents consist of funds invested in money market accounts, which bear interest at a variable rate, while the industrial revenue bond carries an interest rate that is consistent with 30-day, tax-exempt commercial paper. As the interest rates are variable, and we do not engage in hedging activities, a change in interest rates earned on the cash equivalents or paid on the industrial revenue bond would impact interest income and expense along with cash flows, but would not impact the fair market value of the related underlying instruments.

Item 4. Controls and Procedures

(a)An evaluation was performed under the supervision and with the participation of the Company’s management, including its Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, of the effectiveness of the Company’s disclosure controls and procedures, as such term is defined under Rule 13a-15e under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of March 31, 2008. Based on that evaluation, the Company’s management, including the CEO and CFO, concluded that the Company’s disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported as specified in Securities and Exchange Commission rules and forms and that such information is accumulated and communicated to the Company’s management, including the CEO and CFO, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

(b)There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation of such controls that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II–OTHER INFORMATION

Item 1.    Legal Proceedings

In the ordinary course of business, we are at times subject to various legal proceedings.  Except with respect to the fees incurred in connection with the matters described below, we do not believe that any of the current legal proceedings will have a material adverse effect on our results of operations or financial position.  On September 13, 2005 the Company filed a lawsuit in the United States District Court for the Western District of Tennessee against J2, Inc., a company founded and jointly owned by Joseph Cesar, a former employee of the Company, and James Zachary, a former sales consultant for the Company. The complaint alleged that the J2/Kollsman/Air Data Computer then being marketed by J2 and manufactured by Kollsman, Inc. infringed a patent assigned to the Company. After learning additional information regarding the activities of Caesar and Zachary during the development of the J2/Kollsman Air Data Computer, the Company added to its complaint claims of trade secret misappropriation, breach of contract and breach of fiduciary duty, based on the Company’s belief that confidential and proprietary information, including trade secret information, had been used in the development and marketing of the J2/Kollsman Air Data Computer. On January 31, 2006, Kollsman, Inc., and Caesar and Zachary, as individuals, were added to the lawsuit as defendants.

On November 7, 2007 the Company received a favorable jury verdict in its trade secret misappropriation case against Kollsman, Inc. (a subsidiary of Elbit Systems Ltd.),  J2 Inc., Joseph Caesar, James Zachary and Zachary Technologies, Inc. in the United States District Court for the Western District of Tennessee.  The jury unanimously found that each of the defendants had misappropriated the Company’s air data computer technology.  The jury found that the Company had suffered damages of just over $4.4 million in lost profits and $1.6 million in defendants’ net profits, for a total of over $6 million.  The jury also found in favor of  the Company’s claims for breach of duty and contract, and unfair competition against J2 Inc., Joseph Caesar, James Zachary and Zachary Technologies, Inc.

On December 18, 2007, the court entered a temporary injunction aimed at preventing further use of the Company’s trade secret and proprietary information.  On March 14, 2008, the judge presiding over the case heard the Company’s claims for a permanent injunction as well as punitive and exemplary damages and attorneys’ fees against Kollsman and the other defendants.  The Court also is considering post-judgment motions by which Kollsman, J2 and Caesar seek to overturn the verdict against them.

On January 17, 2007 the Company filed suit in Pennsylvania state court against Strathman Associates, a former software consultant for the Company, alleging that Strathman had improperly used the Company’s trade secret and proprietary information in assisting J2 and Kollsman in developing the J2/Kollsman Air Data Computer. The case is ongoing.

For the six months ended March 31, 2008 and 2007 the Company has incurred approximately $4.9 million and $2.8 million, respectively, in legal fees in connection with the two matters discussed above.

Item 1A.  Risk Factors

There are no material changes to the risk factors described under Item 1A of our Form 10-K for the year ended September 30, 2007.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

The table below provides information concerning our repurchase of shares of our common stock during the quarter ended March 31 2008:

				Total Number of
				Shares Purchased	Number of Shares
				as	that May Yet be
				Part of Publicly	Purchased Under
	Total number	Average Price		Announced Plan	the Plan or
Period	of Shares purchased	Paid per Share		or Program (1)	Programs (1)
February 1 to 29, 2008	—	—		—	1,000,000
March 1 to 31, 2008	7,000	$	8.17	7,000	993,000

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(1)On February 21, 2008, the Company’s Board of Directors approved a common stock repurchase program to acquire up to 1,000,000 shares of its outstanding common stock. The program will remain in effect until February 21, 2009 unless extended by the Board of Directors.

Item 3.    Defaults upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Security Holders

On February 21, 2008, the Company held its Annual Meeting of Shareholders. At this meeting the shareholders voted in favor of the following items listed and described in the Company’s Proxy Statement dated January 28, 2008.

1)Election of Directors

	For	Withheld
Glen R. Bressner	11,982,701	1,909.545
Robert E. Mittelstaedt, Jr.	11,896,863	1,995,383
Raymond J. Wilson	12,031,511	1,860,735

The following directors’ term of office as directors continued after this meeting:

Geoffrey S.M. Hedrick

Winston J. Churchill

Ivan I. Marks

Robert H. Rau

The Board of Directors withdrew the proposal for shareholder approval of the 2008 Stock Based Incentive Compensation Plan prior to the meeting.

Item 5.    Other Information

None

Item 6. Exhibits

(a)   Exhibits

10.1	Separation Agreement by and between James Reilly and Innovative Solutions & Support, Inc. dated March 25, 2008
31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)
31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)
32.1	Certification Pursuant to U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

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 8, 2008	By:	/s/ JOHN C. LONG
		JOHN C. LONG
		CHIEF FINANCIAL OFFICER

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EX-10.1

Exhibit 10.1

Notice:  You should consult with an attorney before signing this Agreement.  You have 21 days from the date that you receive this Agreement to consider whether to sign it.  If you sign this Agreement, you will then have 7 days following the date that you sign this Agreement to revoke it, and this Agreement shall not become effective or enforceable until the expiration of the 7-day revocation period.

SEPARATION AGREEMENT

This Separation Agreement (“Agreement”) is between Innovative Solutions & Support, Inc. (the “Company”) and James Reilly (the “Employee”).  Intending to be legally bound, the Company and Employee agree as follows:

SECTION 1.Termination; Impact on Current Benefits

Employee’s employment with the Company will terminate on February 29, 2008 (“Separation Date”), and the Company’s records will reflect that Employee’s separation was based on his retirement from the Company.  Except as provided in this Agreement, all wages, benefits, and other compensation will cease as of the Separation Date.  Employee’s final paycheck will be issued on the next regularly scheduled payday following the Separation Date and mailed to Employee.

SECTION 2.Severance Pay and Other Benefits

a.Severance Pay

Subject to the conditions set forth in Section 4 of this Agreement, the Company shall deliver the amount of $200,000.00 (the “Payment”) as described as follows, within 14 days following the Company’s receipt of a signed original of this Agreement.

(i)The Company will deliver a check made payable to “James Reilly” in the amount of $50,000.00, less all applicable withholdings and deductions to the law office of Raynes, McCarty, attorney for Employee.  This sum is being allocated as wages, and the Company will report the payment on a Form W-2 at the appropriate time.

(ii)The Company will deliver a check made payable to “James Reilly” in the amount of $100,000.00, without any withholdings or deductions to the law office of Raynes, McCarty.  This sum is being allocated to Employee’s claim for physical injury and emotional distress, and the Company will report the payment on a Form 1099-Misc at the appropriate time.

(iii)The Company will deliver a check made payable to “Raynes, McCarty” in the amount of $50,000.00, without any withholdings or deductions to the law office of Raynes, McCarty.  This sum is being allocated as attorney’s fees, and the Company will report the payment on a Form 1099-Misc at the appropriate time.

Employee acknowledges that the Payment, as well as the additional consideration described below in the remainder of Section 2, constitutes a complete and final settlement of all of Employee’s claims, and that this settlement includes without limitation any and all claims for costs or attorneys’ fees.  Employee agrees to pay all federal, state and local taxes for which he may be liable based on his receipt of the Payment.  Employee shall indemnify and hold the Company harmless (including reasonable attorney’s fees

incurred) from any liability in connection with the above allocation and/or his failure to pay any required taxes.

b.Additional Payment to Raynes, McCarty

The Company will pay the amount of $45,000.00 without any withholdings or deductions to “Raynes, McCarty.”  This payment will be made together with the payment described in Section 2(a)(iii), and will be delivered to the law office of Raynes, McCarty.  This sum is being allocated as attorney’s fees, and the Company will report this payment on a Form 1099-Misc at the appropriate time.

c.Stock Options

Employee currently holds vested and unvested stock options granted pursuant to the Company’s 1998 Stock Option Plan, as amended (“Plan”), by the committee appointed by the Company to administer the Plan (“Committee”).  Pursuant to the Committee’s authority to amend any option document under Section 8(j) of the Plan, the Committee hereby amends the relevant option documents to accelerate the vesting of Employee’s unvested options, such that Employee’s unvested options shall vest in full on the day following the expiration of above-referenced 7-day revocation period.  In addition, pursuant to Section 8(e)(ii) of the Plan, the Committee hereby extends the period during which Employee may exercise his vested options (including options previously vested and options vested by operation of this Agreement) to February 28, 2010, or the expiration of the option term set forth in the applicable option agreement pursuant to Section 8(e)(i) of the Plan (e.g., 10 years from the date of grant of the applicable option), whichever is earlier.

d.Medical Benefits Continuation

Should Employee elect medical benefits continuation under COBRA, the Company will continue to pay its regular employer contributions toward Employee’s medical insurance through August 31, 2009.  Employee will be responsible for paying his regular share of the medical care premium.  All COBRA benefits are available only during the time that Employee is not eligible for comparable health coverage through another employer.  Should Employee obtain such coverage, it is Employee’s obligation to immediately notify the Company.

SECTION 3.Consulting Services

For a 12-month period beginning March 1, 2008, Employee will serve as a consultant to the Company.  Employee agrees that he shall make and hold himself available to the Company, and the Company shall engage the consulting services of Employee upon reasonable notice to Employee and during normal business hours, to perform such duties as are assigned to him by the Company.

a.In consideration of Employee’s consulting services, the Company shall pay him a fee of $50,000.00, to be paid in 12 equal monthly payments beginning March 31, 2008.

b.Upon presentation by Employee of an invoice accompanied by supporting documents reasonably satisfactory to the Company, the Company shall reimburse him for reasonable expenses incurred by him and approved in advance by the Company in connection with Employee’s performance of consulting services.

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c.Employee hereby agrees that in performing consulting services for the Company, he shall act in the capacity of an independent contractor with respect to the Company and not as an employee or agent of the Company.  Employee shall not represent to any person or entity that he is an employee or agent of the Company and shall have no authority to bind the Company in any respect.  Employee shall pay all federal, state and local taxes that shall become due on any money paid to Employee by the Company for consulting services under the Agreement.  Employee hereby acknowledges and agrees that, except as set forth in Section 2(d) hereof, he is not entitled or eligible to participate in or receive coverage under any of the Company’s employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs.  As an independent contractor, Employee shall accept any directions issued by the Company pertaining to the goals to be attained and the results to be achieved, but shall be solely responsible for the manner and hours in which the services under this Agreement are performed.

d.This Section 3 shall terminate at the end of the 12-month consulting term.  If Employee dies or becomes disabled (as determined by the Company in good faith) during the consulting term, Section 3 of this Agreement shall automatically be terminated, and the Company’s sole obligation under this Agreement shall be to pay Employee (or his beneficiaries) for any services previously provided.

e.The services to be provided by Employee under Section 3 of this Agreement shall be provided personally by Employee.  Employee may not assign any rights or performance obligations under this Agreement to any other party without the prior express written consent of the Company.  Any attempt to make such an assignment without the prior express written consent of the Company shall be void and of no effect. of this Agreement

SECTION 4.Conditions on Receipt of Benefits

Employee will not receive (or, as the case may be, continue to receive) the benefits described in Section 2 or the consulting arrangement described in Section 3 above unless Employee signs, and does not revoke, this Agreement.

SECTION 5.General Release of Legal Claims and Promise Not to Sue

a.Release of All Legal Claims

In exchange for the benefits described in Section 2 of this Agreement, Employee hereby releases (on behalf of Employee and Employee’s heirs, beneficiaries, estate, legal representatives, and otherwise) the Company and the other “Released Parties” (as defined below) from all legal claims and causes of action that Employee has, may have, or may claim to have against the Company or any of the other Released Parties (whether known or unknown; accrued or unaccrued; federal, state, local, or otherwise) arising at any time up to and including the date that Employee signs this Agreement (collectively “Claims”).  This general release covers and includes, and therefore releases, all Claims arising from or relating to Employee’s employment with the Company, the termination of Employee’s employment with the Company, and any act or omission provided for or authorized by this Agreement.  Among the specific Claims that Employee is releasing by signing this Agreement are (without limitation) the following: all Claims arising under

(i)any law prohibiting discrimination on the basis of any protected characteristic (such as age, race, sex, national origin, religion, and disability status), including

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(but not limited to) all claims arising under the Age Discrimination in Employment Act (“ADEA”), Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, and any similar state and local laws, including (but not limited to) the Pennsylvania Human Relations Act;

(ii)any law governing the payment of wages or the provision of employee benefits, including (but not limited to) Employee Retirement Income Security Act;

(iii)the common law of any jurisdiction, including (but not limited to) all Claims for breach of contract, wrongful termination or discharge, infliction of emotional distress, fraud, negligence, and defamation; and

(iv)any other law (or cause of action), whether federal, state, or local, governing the employment relationship, including (without limitation) the Family and Medical Leave Act.

b.Definition of Released Parties

“Released Parties” means:  (i) the Company; (ii) the Company’s past, present, and future parents, subsidiaries, and affiliates; (iii) each of the foregoing entities’/persons’ successors and assigns; (iv) each of the foregoing entities’/persons’ owners, shareholders, officers, directors, managers, employees, agents, insurers, representatives, and benefit plans (including such plan’s fiduciaries, administrators, insurers, trustees, and the like); and (v) all persons/entities claimed to be jointly or severally liable with any of the foregoing entities/persons or through/by which any such entities/persons have acted with respect to Employee.

c.No Pending Charges/Complaints; Promise Not to Sue

Employee represents and warrants that he has not filed any complaints or charges against any of the Released Parties with any state or federal court or agency.  Employee promises not to file, cause to be filed, join, or accept any relief in, any lawsuit against the Company or any of the other Released Parties pleading, raising, or asserting any claims released by this Agreement.  If Employee breaches this promise, Employee will reimburse the Company (and the other applicable Released Parties) for all attorneys’ fees and costs (or the applicable portion thereof) incurred in defending against any such released claims.  While this Agreement will serve to release any ADEA claims referenced in Section 4(a) above, the attorneys’ fees/cost shifting provision set forth in this Section 4(c) will not apply to any claims challenging the validity of this Agreement under the ADEA.  Employee further agrees not to seek re-employment from the Company and he releases any Claims based on the denial of re-employment.

d.Adequacy of Benefits

Employee agrees that (i) the benefits described in Section 2 of this Agreement are adequate consideration for Employee’s promises in this Agreement, and (ii) the benefits described in Section 2 of this Agreement are benefits to which Employee would not be entitled if Employee did not sign this Agreement.

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SECTION 6.Confidentiality

a.Employee will keep the terms of this Agreement strictly confidential.  Employee will not discuss with, or disclose to, any person or entity (including any current or former Company employee) the terms of this Agreement, unless required by law, as discussed more fully in Section 6(b).  However, Employee may discuss the terms of this Agreement with Employee’s spouse, and for purposes of obtaining professional advice only, Employee’s lawyer or tax advisor, if Employee’s spouse, lawyer or tax advisor first agrees to keep the terms confidential as a condition of receipt.

b.Employee may disclose the terms of this Agreement under valid order of any court or administrative agency of competent jurisdiction, provided, however, that:

(i)Employee shall not seek such an order or encourage or aid any other person or entity in seeking such an order;

(ii)in the event Employee receives a request, inquiry, subpoena or order seeking such disclosure, within three business days of such receipt (or within such shorter time period as necessary to allow adequate time to protect the confidentiality agreed to in this Agreement) Employee shall notify the Company by written notice delivered by hand or by telecopy and shall deliver a copy of such request, inquiry, subpoena or order to the Company; and

(iii)if the Company so requests, Employee shall cooperate, at the Company’s expense, to oppose any effort to require disclosure of the terms of this Agreement.

SECTION 7.Non-Disparagement

Employee agrees not to engage in any conduct, or make any statements or representations, that disparage, demean or impugn the Company or any of its officers, directors, or management employees.  The Company agrees not to engage in any conduct, or make any statements or representations, that disparage, demean, or impugn Employee.

SECTION 8.Confidential Information

a.Employee agrees not to, at any time, use or disclose (on Employee’s, or anyone else’s, behalf) Company’s “Confidential Information” (as defined below), through any medium of communication, to any person or entity.  As used herein, Confidential Information shall mean all confidential, proprietary, or non-public information (in whatever form) in any way relating to the business of Company, including, but not limited to business techniques, know-how, designs, methods, processes, Intellectual Property (as defined below), strategies, and the like relating to or concerning Company’s financial matters, marketing, investments, budgets, business plans, marketing plans, development activities, personnel matters, contracts/agreements, prospective contracts/agreements, business contacts, clients/customers, prospective clients/customers, products, and the like, irrespective of whether any of the foregoing items constitutes a trade secret under any applicable law.  This Section 8 shall apply to Confidential Information obtained, learned, or discovered by Employee both during the time period of his employment and the time period during which he provides consulting services to the Company.

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b.Employee represents that Employee has not retained any Confidential Information in any form.

SECTION 9.No Admission of Liability

Employee and the Company agree that this Agreement is made in compromise of disputed claims and to avoid the expense and inconvenience of litigation and is not, and is not to be construed as, a finding or admission of fault or wrongdoing by either party.

SECTION 10.Miscellaneous

a.Severability

If any provision of this Agreement is found to be invalid, it will be severed, and it will not affect the validity of any other provision of this Agreement.

b.Enforcement; Assignability

Each of the Released Parties may enforce this Agreement.  The Company may assign freely its rights under this Agreement.

c.Amendment

No amendment, modification or waiver of any provision of this Agreement shall be valid, binding or enforceable, unless it is in writing and signed by the party against whom it is to be charged.  No waiver by either party hereto of any breach by the other party of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a similar or dissimilar condition or provision at the same or any prior or subsequent time.

d.Complete Agreement

This is the complete agreement between Employee and the Company with respect to its subject matter.  All prior agreements between the Company and Employee are terminated, without regard to their subject matter.

e.Choice of Law

This Agreement will be governed by the substantive laws of the Commonwealth of Pennsylvania, without regard to any contrary conflict of laws principles, unless federal law applies.

f.No Additional Compensation

Employee agrees that Employee is not entitled to receive (and releases under Section 5 of this Agreement any Claims relating to) any wages, payments, benefits, or other compensation from the Company other than:  (i) the benefits described in Section 2 of this Agreement; (ii) the consulting arrangement described in Section 3; (iii) Employee’s salary earned through the Separation Date; and (iv) any 401(k) benefits.

Employee acknowledges that he has carefully read and understands this Agreement.  This Agreement releases all legal claims that Employee may have against the Company (and the other

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Released Parties) as more fully described above.  Employee agrees that he signs this Agreement freely, knowingly, and voluntarily.  Employee is not relying upon any promises not set forth above in entering into this Agreement.

Intending to be legally bound, Employee signs below.

/s/ James Reilly	March 25,2008
James Reilly	DATE
Innovative Solutions & Support, Inc.
/s/ Raymond J. Wilson	April 2, 2008
By: Raymond J. Wilson	DATE

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EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Raymond J. Wilson, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Innovative Solutions and Support, 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 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 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 15d-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 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; and

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 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 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 functions):

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.

	By:	/s/ RAYMOND J. WILSON
Date: May 8, 2008		RAYMOND J. WILSON
		CHIEF EXECUTIVE OFFICER

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EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, John C. Long, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Innovative Solutions and Support, 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 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 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 15d-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 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; and

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 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 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 functions):

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.

	By:	/s/ JOHN C. LONG
Date: May 8, 2008		JOHN C. LONG
		CHIEF FINANCIAL OFFICER

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EX-32.1

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

In connection with the Quarterly Report of Innovative Solutions and Support, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that:

1.     The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.     The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

By:	/s/ RAYMOND J. WILSON
	RAYMOND J. WILSON
	CHIEF EXECUTIVE OFFICER
May 8, 2008
	/s/ JOHN C. LONG
	JOHN C. LONG
	CHIEF FINANCIAL OFFICER
May 8, 2008

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