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): July 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 2.02Results of Operations and Financial Condition.

On July 28, 2009, Innovative Solutions and Support, Inc. issued a press release announcing its financial results for its third quarter ended June 30, 2009.  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.

Item 9.01Financial Statements and Exhibits

Exhibit
Number	Description
99.1	Press Release dated July 28, 2009 announcing financial results for the third quarter ended June 30, 2009.

2

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: July 28, 2009	By:	/s/ John C. Long
		John C. Long
		Chief Financial Officer

3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated July 28, 2009 announcing financial results for the third quarter ended June 30, 2009.

4

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Innovative Solutions & Support, Inc. Announces Fiscal 2009

Third Quarter Financial Results

Third Quarter 2009 EPS of $0.07 vs. Third Quarter 2008 Loss of ($0.25) per share

Exton, PA.  — July 28, 2009 — Innovative Solutions & Support, Inc. (NASDAQ: ISSC) announced its financial results for the third quarter of fiscal 2009 ending June 30, 2009.

The Company reported net income of $1.3 million, or $0.07 per share, compared to a net loss of ($4.3) million, or ($0.25) per diluted share in 2008.  Net sales for the third quarter of fiscal 2009 were $7.8 million, compared to $8.8 million in the third quarter of fiscal 2008.  Cash flow from operations in the quarter was $1.9 million.

“We are pleased to report our third consecutive profitable quarter keeping us on track to achieve our FY 2009 financial objectives: of growing revenues, achieving profitability and generating positive cash flow,” said Geoffrey S. M. Hedrick, Chairman and Chief Executive Officer of Innovative Solutions & Support, Inc.

	Selected Financial data for the Nine Months ended June 30,
(in thousands)	2009			2008			% Change
Net Sales	$	28,800		$	20,311		+42	%
Net Income (Loss)	$	4,423		$	(15,471	)*
Cash Flows from Operating Activities	$	4,636		$	(7,515	)
Gross Margin	51.1		%	40.8		%

* Includes $5,334 of legal fees (pre-tax) for litigation to protect intellectual property and a $2,475 asset impairment charge (pre-tax).

Mr. Hedrick continued, “This performance is a result of operational improvements across the board.  We reacted swiftly to the global economic decline and loss of 50% of our revenue, the result of an OEM customer bankruptcy.  Defense sector revenues were strengthened by the win of major C130 flight deck programs; expanding sales in the Large Area mission displays; Air Data for the P3 and F16.  The restructuring of the Engineering department has doubled efficiencies.  The Citation flight deck retrofit system was developed this year and has been installed at Cessna for FAA flight certification this week.  Our Flight Management System is in flight test development.  The Operations Department has seen similar performance improvements and has reduced inventories by 40%, while increasing production output.

We planned to maintain similar growth through the second half of fiscal 2009.  A 757/767 customer slowed their installation schedule to accommodate higher priority maintenance and aircraft modifications.  The reschedule reduced Q3 revenue by 20% and could have a similar impact on Q4. Our customer plans to accelerate modification rates by 2010, consuming the balance of fifty ship-sets already delivered and restoring our delivery schedule.  Several aircraft have been modified and are in revenue service.  There is no reduction in the program quantity.”

For the nine months ended June 30, 2009, net income was $4.4 million or $0.26 per diluted share compared to a net loss of ($15.5) million or ($0.92) per fully diluted share for the nine months ended June 30, 2008.  Net Sales were $28.8 million, up 42% over the nine months ended June 30, 2008 of $20.3 million and cash and cash equivalents increased $4.3 million.

Mr. Hedrick concluded, “This recent economic crisis and subsequent global slow-down has spared few.  We see a realignment of market demand with emphasis on maintaining and renovating existing equipment.  Our remarkable price/performance product offerings provide measurable value to all of the three market segments; Military, Air Transport and Business aviation.  Our systems facilitate an affordable, high performance upgrade, while offering real operating cost savings.  The recently introduced Vantage System, with its open architecture, enables us to offer a complete cockpit solution, including radios/navigation, to OEMs and reuse of existing systems in retrofit applications.  We expect demand to grow as operators seek the most cost effective solution to their operational and

lift requirements. Our improved efficiencies and high level of investment in new product development should position us strongly for future growth under difficult economic conditions.”

Business Outlook

For fiscal year 2009, based on existing backlog, current anticipated production schedules and improved operating efficiency, the Company expects net sales of  $35.0 - $37.0 million; earnings per share of $0.27 - $0.29 and positive operating cash flow.  This outlook represents a 15% increase in revenue over the prior fiscal year.

The Company will be hosting a conference call Wednesday, July 29, 2009 at 10:00 a.m. EDT 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 19563663. 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.

Contact:

John Long, Chief Financial Officer

Innovative Solutions & Support, Inc.

(610) 646-0350

Innovative Solutions and Support, Inc.

Consolidated Statement of Operations

(unaudited)

	Three months ended June 30,						Nine months ended June 30,
	2009			2008			2009			2008
Net Sales	7,759,300			8,751,309			28,800,372			20,311,316
Cost of sales	3,621,045			4,568,303			14,093,831			12,018,023
Gross profit	4,138,255			4,183,006			14,706,541			8,293,293
Operating expenses:
Research and development	1,287,397			3,221,698			4,178,585			7,738,942
Selling, general and administrative	1,840,571			3,282,183			6,471,958			13,952,535
Asset Impairment	—			2,475,000			—			2,475,000
Total operating expenses	3,127,968			8,978,881			10,650,543			24,166,477
Operating income (loss)	1,010,287			(4,795,875		)	4,055,998			(15,873,184		)
Interest income	62,594			284,079			360,907			1,315,219
Interest expense	(19,798		)	(33,064		)	(74,513		)	(122,183		)
Other income	—			—			50,073			300,000
Income (loss) before income taxes	1,053,083			(4,544,860		)	4,392,465			(14,380,148		)
Income taxes expense (benefit)	(199,228		)	(255,989		)	(30,762		)	1,090,821
Net income (loss)	$	1,252,311		$	(4,288,871	)	$	4,423,227		$	(15,470,969	)
Net income (loss) per common share:
Basic	$	0.07		$	(0.25	)	$	0.26		$	(0.92	)
Diluted	$	0.07		$	(0.25	)	$	0.26		$	(0.92	)
Weighted average shares outstanding:
Basic	16,727,269			16,893,499			16,727,269			16,897,313
Diluted	16,750,308			16,893,499			16,746,631			16,897,313

Innovative Solutions and Support, Inc.

Consolidated Balance Sheets

(unaudited)

	June 30,			September 30,
	2009			2008
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	39,307,938		$	35,031,932
Accounts receivable, net	4,747,604			4,218,443
Inventories	5,495,720			9,361,257
Deferred income taxes	326,969			414,636
Prepaid expenses and other current assets	1,307,003			1,406,260
Total current assets	51,185,234			50,432,528
Property and equipment, net	8,605,705			8,958,346
Other assets	477,784			505,840
TOTAL ASSETS	$	60,268,723		$	59,896,714
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of capitalized lease obligations	$	9,908		$	9,908
Accounts payable	1,016,477			2,349,981
Accrued expenses	2,403,137			5,130,463
Deferred revenue	180,309			450,923
Total current liabilities	3,609,831			7,941,275
Note payable	4,335,000			4,335,000
Long-term portion of capitalized lease obligations	29,717			37,633
Deferred revenue	73,818			114,075
Deferred income taxes	326,969			414,636
Other liabilities	226,074			249,969
Total liabilities	8,601,409			13,092,588
SHAREHOLDERS’ EQUITY:
Common stock	18,198			18,177
Additional paid-in capital	46,316,149			45,767,960
Retained earnings	24,575,843			20,152,615
Treasury stock	(19,242,876		)	(19,134,626		)
Total shareholders’ equity	51,667,314			46,804,126
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	60,268,723		$	59,896,714