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):  January 28, 2009

INNOVATIVE SOLUTIONS AND SUPPORT, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania	0-31157	23-2507402
(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

720 Pennsylvania Drive

Exton, Pennsylvania 19341

(Address of principal executive offices)  (Zip Code)

(610) 646-9800

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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 January 28, 2009, Innovative Solutions and Support, Inc. issued a press release announcing its financial results for its first quarter ended December 31, 2008.  A copy of that press release and the attached financial schedules are attached as Exhibit 99.1 to this report and incorporated herein by reference.

The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (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.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	INNOVATIVE SOLUTIONS AND SUPPORT, INC.
Date: January 28, 2009	By:	/s/ John C. Long
		John C. Long
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated January 28, 2009 announcing financial results for the first quarter ended December 31, 2008.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:	John Long, Chief Financial Officer
	Innovative Solutions & Support, Inc.
	610-646-0350

Innovative Solutions & Support, Inc. Announces First Quarter Fiscal 2009 Financial Results

Revenues Up 123%, Operating Margin of 16%, Earning Per Share of $0.11

Exton, PA. – January 28, 2009 – Innovative Solutions & Support, Inc. (NASDAQ: ISSC) today announced its financial results for the first quarter of fiscal 2009 ending December 31, 2008.

Net revenues for the first quarter of fiscal 2009 were $10.6 million, up 123% from $4.7 million in the first quarter of the previous fiscal year.  The Company reported first quarter fiscal 2009 net income of $1.8 million, or $0.11 per fully diluted share, compared to a fiscal first quarter 2008 net loss of ($4.1 million), or ($0.24) per fully diluted share.

Net income and earnings per share for the quarter reflect the reinstatement of the US research and development tax credit during October, 2008, and the reversal of valuation allowances established in fiscal year 2008 based upon projected, current

year taxable income.  As a result, the effective tax rate for the fiscal first quarter of 2009 was 4%.

Geoffrey Hedrick, Chairman and Chief Executive Officer of Innovative Solutions & Support, Inc., said, “We delivered record Flat Panel Display revenues in the first quarter reflecting the production and shipment of customer orders on-time and on-budget. Strong revenue growth is driving leverage of our fixed manufacturing infrastructure resulting in margins that continue to expand toward our historical performance capabilities.

“We are intently focused on leveraging our leadership in retrofitting aircraft to capitalize on the increasing interest of fleet and other operators in upgrades and repairs.  We have the added benefit of a strong balance sheet to support our strategy to deliver growth in revenues, profitability, and cash flow.”

Business Outlook

For the second quarter fiscal 2009, based upon existing backlog, current production schedules and improving operating efficiency, the Company expects; net revenues $9.5 - $10.5 million; diluted earnings per share $0.06-$0.09; 10% effective tax rate; with positive operating cash flow.

The Company will be hosting a conference call Thursday, January 29, 2009 at 10:00 a.m. EST time to discuss these results and its business outlook.  Please use the following dial in number to register your name and company affiliation for the conference call: 888-562-3654. The conference ID# is 80017886. The call will also be

carried live on the Investor Relations page of the Company web site at www.innovative-ss.com.

About Innovative Solutions & Support, Inc.

Headquartered in Exton, PA. Innovative Solutions & Support, Inc. (www.innovative-ss.com) is a systems integrator engaged in the design, manufacture and marketing of Flat Panel Display Systems, Air Data equipment, 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 fuel and critical engine parameters.

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

Innovative Solutions and Support, Inc.

Consolidated Balance Sheets

(unaudited)

ASSETS
	December 31, 2008		September 30, 2008
CURRENT ASSETS:
Cash and cash equivalents	$	33,725,670	$	35,031,932
Accounts receivable	6,871,967		4,218,443
Inventories	7,668,241		9,361,257
Deferred income taxes	346,581		414,636
Prepaid and other	1,249,384		1,406,260
Total current assets	49,861,843		50,432,528
Property and equipment, net	8,816,417		8,958,346
Other assets	460,010		505,840
TOTAL ASSETS	$	59,138,270	$	59,896,714
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of capital lease obligation	$	9,908	$	9,908
Accounts payable	2,009,655		2,349,981
Accrued expenses	2,812,888		5,130,463
Deferred revenue	374,033		450,923
Total current liabilities	5,206,484		7,941,275
Notes payable	4,335,000		4,335,000
Long term portion of capitalized lease obligation	35,041		37,633
Long-term unearned revenue	99,870		114,075
Deferred income taxes	346,581		414,636
Other liabilities	277,030		249,969
Total liabilities	10,300,006		13,092,588
SHAREHOLDERS’ EQUITY:
Common stock	18,179		18,177
Additional paid-in capital	45,978,710		45,767,960
Retained earnings	21,976,001		20,152,615
Treasury Stock	(19,134,626)		(19,134,626)
Total shareholders’ equity	48,838,264		46,804,126
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	59,138,270	$	59,896,714

Innovative Solutions and Support, Inc.

Consolidated Statement of Operations

(unaudited)

	Three months ended
	December 31,
	2008		2007
Sales	$	10,575,346	$	4,735,647
Cost of sales	5,255,173		3,659,059
Gross profit	5,320,173		1,076,588
Operating expenses:
Research and development	1,280,501		1,740,668
Selling, general and administrative	2,359,307		5,935,906
Total operating expenses	3,639,808		7,676,574
Operating income (loss)	1,680,365		(6,599,986)
Other income	50,073		-
Interest income	201,086		589,361
Interest expense	(35,474)		(50,539)
Income (loss) before income taxes	1,896,050		(6,061,164)
Income tax expense (benefit)	72,664		(1,939,223)
Net income (loss)	$	1,823,386	$	(4,121,941)
Net income (loss) per Common Share
Basic	$	0.11	$	(0.24)
Diluted	$	0.11	$	(0.24)
Weighted Average Shares Outstanding
Basic	16,734,149		16,893,547
Diluted	16,769,933		16,893,547