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):  February 6, 2019

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:

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company     o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.          o

Item 2.02              Results of Operations and Financial Condition.

On February 6, 2019, Innovative Solutions and Support, Inc. (the “Company”) issued a press release announcing its financial results for its fiscal first quarter ended December 31, 2018.  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 9.01              Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release, dated February 6, 2019, announcing financial results for the fiscal first quarter ended December 31, 2018.

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SIGNATURE

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

	INNOVATIVE SOLUTIONS AND SUPPORT, INC.
Date: February 7, 2019	By:	/s/ Relland M. Winand
		Relland M. Winand
		Chief Financial Officer

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EX-99.1

Exhibit 99.1

Innovative Solutions & Support, Inc. Announces First Quarter Fiscal 2019 Financial Results

Exton, PA.  — February 6, 2019— Innovative Solutions & Support, Inc. (“IS&S” or the “Company”) (NASDAQ: ISSC) today announced its financial results for the first quarter of fiscal 2019 ended December 31, 2018.

For the first quarter of fiscal 2019 the Company reported net sales of $4 million  compared to net sales of $3.1 million in the first quarter a year ago. The Company reported net income of $139,000, or $0.01 per share, compared to a net loss of $882,000, or ($0.05) per share, in the first quarter of fiscal 2018.

Geoffrey Hedrick, Chairman and Chief Executive Officer of IS&S, said, “The results for the first quarter of fiscal 2019 reflect last year’s re-sizing of the Company and the increase in orders. Shahram and I will be available for questions after the formal earnings call is concluded.”

At December 31, 2018, the Company had $20.3 million of cash on hand, consistent with fiscal year end September 30, 2018.

New orders in the first quarter of fiscal 2019 were $4.7 million and backlog as of December 31, 2018 was $4.3 million, up from backlog of $3.6 million at September 30, 2018. Backlog excludes potential future sole-source production orders from the Pilatus PC-24, and the KC-46A programs, both of which the Company expects to remain in production for a decade. The Company expects that these contracts will add to production sales already in backlog.

Conference Call

The Company will be hosting a conference call on Thursday, February 7, 2018 at 10:00 a.m. ET to discuss these results, its business outlook and product development. Please use the following dial in number to register your name and company affiliation for the conference call: 877-883-0383 and enter the PIN Number 5787878. The call will also be carried live on the Investor Relations page of the Company web site at www.innovative-ss.com.

About Innovative Solutions & Support, Inc.

Headquartered in Exton, Pa., Innovative Solutions & Support, Inc. (www.innovative-ss.com) is a systems integrator that designs and manufactures flight guidance and cockpit display systems for Original Equipment Manufacturers (OEM’s) and retrofit applications. The company supplies integrated Flight Management Systems (FMS) and advanced GPS receivers for precision low carbon footprint navigation.

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

Innovative Solutions and Support, Inc.

Consolidated Balance Sheets

	December 31,			September 30,
	2018			2018
	(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	20,341,618		$	20,390,713
Accounts receivable, net	3,219,069			3,449,893
Inventories	4,295,988			4,280,108
Prepaid expenses and other current assets	630,331			544,234
Total current assets	28,487,006			28,664,948
Property and equipment, net	8,719,249			8,786,737
Other assets	173,178			181,993
Total assets	$	37,379,433		$	37,633,678
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	1,039,720		$	1,529,792
Accrued expenses	1,749,688			1,463,021
Contract liability	166,517			356,801
Total current liabilities	2,955,925			3,349,614
Non-current deferred income taxes	129,617			129,594
Total liabilities	3,085,542			3,479,208
Commitments and contingencies (See Note 6)
Shareholders’ equity
Preferred stock, 10,000,000 shares authorized, $.001 par value, of which 200,000 shares are authorized as Class A Convertible stock. No shares issued and outstanding at December 31, 2018 and September 30, 2018	$	—		$	—
Common stock, $.001 par value: 75,000,000 shares authorized, 18,937,050 issued at December 31, 2018 and September 30, 2018	18,937			18,937
Additional paid-in capital	51,783,779			51,783,779
Retained earnings	3,859,712			3,720,291
Treasury stock, at cost, 2,096,451 shares at December 31, 2018 and September 30, 2018	(21,368,537		)	(21,368,537		)
Total shareholders’ equity	34,293,891			34,154,470
Total liabilities and shareholders’ equity	$	37,379,433		$	37,633,678

Innovative Solutions and Support, Inc.

Consolidated Statements of Operations

(unaudited)

	Three months ended
	December 31,
	2018		2017
Net sales	$	3,977,650	$	3,087,984
Cost of sales	1,811,847		1,593,268
Gross profit	2,165,803		1,494,716
Operating expenses:
Research and development	596,372		923,721
Selling, general and administrative	1,473,416		1,622,555
Total operating expenses	2,069,788		2,546,276
Operating income (loss)	96,015		(1,051,560		)
Interest income	21,552		9,624
Other income	21,854		21,431
Income (loss) before income taxes	139,421		(1,020,505		)
Income tax expense (benefit)	—		(138,886		)
Net income (loss)	$	139,421	$	(881,619	)
Net income (loss) per common share:
Basic	$	0.01	$	(0.05	)
Diluted	$	0.01	$	(0.05	)
Weighted average shares outstanding:
Basic	16,840,599		16,783,129
Diluted	16,480,599		16,783,129