10-K 1 tm2031767d1_10k.htm FORM 10-K

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 10-K

 

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

 

For the fiscal year ended September 30, 2020

 

OR

 

¨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. 000-31157

 

 

 

INNOVATIVE SOLUTIONS AND SUPPORT, INC.

(Exact name of registrant as specified in its charter)

 

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

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class:   Trading symbol(s)     Name of each exchange on which registered
Common Stock par value $.001 per share   ISSC     NASDAQ Global Market

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

 

Indicate by check mark whether the 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 days. Yes x No ¨

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

 

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

 

Large accelerated filer ¨   Accelerated filer ¨
Non-accelerated filer ¨   Smaller reporting company x
    Emerging growth company ¨

 

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. ¨

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x

 

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of March 31, 2020 (the last business day of the registrant’s most recently completed second quarter) was approximately $41.4 million (based on the closing sale price of the registrant’s common stock on the NASDAQ Global Market on such date). Shares of common stock held by each executive officer and director and by each person who owns 10% or more of the registrant’s outstanding common stock have been excluded since such persons may be deemed affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

 

As of November 30, 2020, there were 17,214,384 outstanding shares of the registrant’s common stock.

 

Documents Incorporated by Reference

 

Portions of the registrant’s Proxy Statement for the 2021 Annual Meeting of Shareholders to be filed prior to January 28, 2021 are incorporated by reference into Part III of this Report. Such Proxy Statement, except for the parts therein which have been specifically incorporated by reference, shall not be deemed “filed” for the purposes of this Report on Form 10-K.

 

 

 

 

 

INNOVATIVE SOLUTIONS AND SUPPORT, INC.

2020 Annual Report on Form 10-K

Table of Contents

 

    Page
  PART I  
     
Item 1. Business 4
Item 1A. Risk Factors 15
Item 1B. Unresolved Staff Comments 23
Item 2. Properties 23
Item 3. Legal Proceedings 23
Item 4. Mine Safety Disclosures 23
     
  PART II  
     
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 24
Item 6. Selected Consolidated Financial Data 25
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 26
Item 7A. Quantitative and qualitative disclosures about market risk 37
Item 8. Financial statements and supplementary data 37
Item 9. Changes in and disagreements with accountants on accounting and financial disclosure 64
Item 9A. Controls and procedures 64
Item 9B. Other Information 64
     
  PART III  
     
Item 10. Directors, executive officers and corporate governance 65
Item 11. Executive compensation 65
Item 12. Security ownership of certain beneficial owners and management and related stockholder matters 65
Item 13. Certain relationships and related transactions and director independence 65
Item 14. Principal accounting fees and services 66
     
  PART IV  
     
Item 15. Exhibits, financial statement schedules 67
Item 16. Form 10-K Summary 68

 

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FORWARD-LOOKING STATEMENTS

 

This report contains forward looking statements within the meaning of the federal securities laws. These forward looking statements are based largely on current expectations and projections about future events and trends affecting the business, are not guarantees of future performance, and involve a number of risks, uncertainties and assumptions that are difficult to predict. In this report, the words “anticipates,” “believes,” “may,” “will,” “estimates,” “continues,” “anticipates,” “intends,” “forecasts,” “expects,” “plans,” “could,” “should,” “would,” “is likely” and similar expressions, as they relate to the business or to its management, are intended to identify forward looking statements, but they are not exclusive means of identifying them. Unless the context otherwise requires, all references herein to “IS&S,” the “Registrant,” the “Company,” “we,” “us” or “our” are to Innovative Solutions and Support, Inc. and its consolidated subsidiaries.

 

The forward looking statements in this report are only predictions, and actual events or results may differ materially. In evaluating such statements, a number of risks, uncertainties and other factors could cause actual results, performance, financial condition, cash flows, prospects and opportunities to differ materially from those expressed in, or implied by, the forward looking statements. These risks, uncertainties and other factors include those set forth in Item 1A (Risk Factors) of our Annual Report on Form 10-K and the following factors:

 

·difficulties in developing and producing, and market acceptance of, the Company’s ThrustSense® Integrated PT6 Autothrottle, PC-12 Autothrottle, Vmca Mitigation and Hot Start Protection capabilities, flat panel display systems, NextGen Flight Deck and COCKPIT/IP® or other planned products or product enhancements;
·continued market acceptance of the Company’s air data systems and products;
·the deferral or termination of programs or contracts for convenience by customers;
·the potential for losses due to cost overruns on fixed-price contract projects;
·government budget deficits and the availability of government funding;
·the ability to gain regulatory approval of products in a timely manner;
·the loss of one or more key customers, including as a result of bankruptcy or insolvency due to the COVID-19 pandemic;
·risks related to our self-insurance program;
·our lack of substantial backlog;
·the ability to service the international market;
·the competitive environment and new product offerings from competitors;
·the impact of the COVID-19 pandemic on the Company’s business;
·the ability to respond to technological change;
·delays in receiving components from third-party suppliers, including as a result of the COVID-19 pandemic;
·challenges associated with the complexity of our products;
·protection of intellectual property rights;
·failure to retain/recruit key personnel;
·risks related to succession planning;
·variations in our revenue and operating results over time;
·a cyber security incident;
·potential litigation;
·the costs of compliance with present and future laws and regulations;
·changes in law, including changes to corporate tax laws in the United States affecting the availability of certain tax credits and changes as a result of Brexit;
·volatility and weakness in capital markets;
·the efficacy of our internal control over financial reporting;
·potential future acquisitions; and
·other factors disclosed from time to time in the Company’s filings with the United States Securities and Exchange Commission (the “SEC” or the “Commission”).

 

Except as expressly required by the federal securities laws, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise after the date of this report. Results of operations in any past period should not be considered indicative of the results to be expected for future periods. Fluctuations in operating results may result in fluctuations in the price of the Company’s common stock.

 

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. 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 Annual Report on Form 10-K, 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 of 1933, as amended (the “Securities Act”), and 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

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Investors should also be aware that while the Company, from time to time, communicates with securities analysts, it is against its policy to disclose any material non-public information or other confidential commercial information. Accordingly, shareholders should not assume that the Company agrees with any statement or report issued by any analyst irrespective of the content of the statement or report. Furthermore, the Company has a policy against issuing or confirming financial projections, forecasts or opinions 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 the Company.

 

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PART I

 

Item 1. Business.

 

Overview

 

Innovative Solutions and Support, Inc. (the “Company,” “IS&S,” “we” or “us”) was incorporated in Pennsylvania on February 12, 1988. The Company operates in one business segment as a systems integrator that designs, develops, manufactures, sells and services air data equipment, engine display systems, standby equipment, primary flight guidance, autothrottles and cockpit display systems for retrofit applications and original equipment manufacturers (“OEMs”). The Company supplies integrated Flight Management Systems (“FMS”), Flat Panel Display Systems (“FPDS”), FPDS with Autothrottle, air data equipment, Integrated Standby Units (“ISU”), ISU with Autothrottle and advanced Global Positioning System (“GPS”) receivers that enable reduced carbon footprint navigation.

 

The Company has continued to position itself as a system integrator, which capability provides the Company with the potential to generate more substantive orders over a broader product base. The strategy, as both a manufacturer and integrator, is designed to leverage the latest technologies developed for the computer and telecommunications industries into advanced and cost-effective solutions for the general aviation, commercial air transport, United States Department of Defense (“DoD”)/governmental and foreign military markets. This approach, combined with the Company’s industry experience, is designed to enable IS&S to develop high-quality products and systems, to reduce product time to market, and to achieve cost advantages over products offered by its competitors.

 

For several years the Company has been working with advances in technology to provide pilots with more information to enhance both the safety and efficiency of flying, and has developed its COCKPIT/IP® Cockpit Information Portal (“CIP”) product line, that incorporates proprietary technology, low cost, reduced power consumption, decreased weight, and increased functionality. The Company has incorporated Electronic Flight Bag (“EFB”) functionality, such as charting and mapping systems, into its FPDS product line.

 

The Company has developed an FMS that combines the savings long associated with in-flight fuel optimization in enroute flight management combined with the precision of satellite-based navigation required to comply with the regulatory environments of both domestic and international markets. The Company believes that the FMS, alongside its FPDS and CIP product lines, is well suited to address market demand driven by certain regulatory mandates, new technologies, and the high cost of maintaining aging and obsolete equipment on aircraft that will be in service for up to fifty years. The shift in the regulatory and technological environment is illustrated by the dramatic increase in the number of Space Based Augmentation System (“SBAS”) or Wide Area Augmentation System (“WAAS”) approach qualified airports, particularly as realized through Localizer Performance with Vertical guidance (“LPV”) navigation procedures. Aircraft equipped with the Company’s FMS, FPDS and SBAS/WAAS/LPV enabled navigator, will be qualified to land at such airports and will comply with Federal Aviation Administration (“FAA”) mandates for Required Navigation Performance, and Automatic Dependent Surveillance-Broadcast navigation. IS&S believes this will further increase the demand for the Company’s products. The Company’s FMS/FPDS product line is designed for new production and retrofit applications into general aviation, commercial air transport and military transport aircraft. In addition, the Company offers what we believe to be a state-of-the-art ISU, integrating the full functionality of the primary and navigation displays into a small backup-powered unit. This ISU builds on the Company’s legacy air data computer to form a complete next-generation cockpit display and navigation upgrade offering to the commercial and military markets.

 

The Company has developed and received certification from the FAA on its NextGen Flight Deck featuring its ThrustSense® Integrated PT6 Autothrottle (“ThrustSense® Autothrottle”) for retrofit in the Pilatus PC-12. The NextGen Flight Deck features Primary Flight and Multi-Function Displays and ISUs, as well as an Integrated FMS and EFB System. The innovative avionics suite includes dual flight management systems, autothrottles, synthetic vision and enhanced vision. The NextGen enhanced avionics suite is available for integration into other business aircraft with Non-FADEC and FADEC engines.

 

The Company has developed, and in April 2019 received certification from the FAA for, its ThrustSense® Autothrottle for retrofit in the King Air, dual turbo prop PT6 powered aircraft. The autothrottle is designed to automate the power management for speed and power control including go-around. ThrustSense® also ensures aircraft envelope protection and engine protection during all phases of flight reducing pilot workload and increasing safety. The Company has signed a multi-year agreement with Textron Aviation, Inc. (“Textron”), to supply ThrustSense® on their new production aircraft the King Air 360 and King Air 260. ThrustSense® is also available for retrofit on King Airs through Textron service centers and third party service centers.

 

More recently, on December 9, 2019 the Company received certification from the FAA for a safety mode feature during an engine-out condition for its King Air ThrustSense® Autothrottle. LifeGuard™ provides critical Vmca protection that proportionally reduces engine power to maintain directional control.

 

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We believe the ThrustSense® Autothrottle is innovative in that it is the first autothrottle developed for a turbo prop that allows a pilot to automatically control the power setting of the engine. The autothrottle computes and controls appropriate power levels thereby reducing overall pilot workload. The system computes thrust, holds selected speed/torque, and implements appropriate speed and engine limit protection. When engaged by the pilot, the autothrottle system adjusts the throttles automatically to achieve and hold the selected airspeed guarded by a torque/temperature limit mode. The autothrottle system takes full advantage of the integrated cockpit utilizing weight and balance information for optimal control settings and enabling safety functions like a turbulence control mode.

 

The Company sells to both the OEM and the retrofit markets. Customers include various OEMs, commercial air transport carriers and corporate/general aviation companies, DoD and its commercial contractors, aircraft operators, aircraft modification centers, government agencies, and foreign militaries. Occasionally, IS&S sells its products directly to DoD; however, the Company sells its products primarily to commercial customers for end use in DoD programs. Sales to defense contractors are generally made on commercial terms, although some of the termination and other provisions of government contracts are applicable to these contracts. The Company’s retrofit projects are generally pursuant to either a direct contract with a customer or a subcontract with a general contractor to a customer (including government agencies).

 

Customers have been and may continue to be affected by changes in economic conditions both in the United States and abroad. Such changes may cause customers to curtail or delay their spending on both new and existing aircraft. Factors that can impact general economic conditions and the level of spending by customers include, but are not limited to, the impact of the ongoing COVID-19 pandemic, general levels of consumer spending, increases in fuel and energy costs, conditions in the real estate and mortgage markets, labor and healthcare costs, access to credit, consumer confidence, and other macroeconomic factors that affect spending behavior. Furthermore, spending by government agencies may be reduced in the future if tax revenues decline. If customers curtail or delay their spending or are forced to declare bankruptcy or liquidate their operations because of adverse economic conditions, the Company’s revenues and results of operations would be affected adversely. For example, earlier in the 2020 fiscal year, certain of the Company’s customers temporarily suspended product deliveries as a result of the COVID-19 pandemic, and while these deliveries subsequently resumed, there is a possibility that the COVID-19 pandemic will result in other suspensions, delays or order cancellations by the Company’s customers or suppliers.

 

The Company believes that in adverse economic conditions, customers that may have otherwise elected to purchase newly manufactured aircraft may be interested instead in retrofitting existing aircraft as a cost-effective alternative, thereby creating a market opportunity for IS&S.

 

In particular, the ongoing COVID-19 pandemic is a significant event, driver of market trends, and source of uncertainty that may ultimately have a direct or indirect material impact on the Company’s business, financial position, liquidity, or ability to service customers or maintain critical operations. In direct response to the COVID-19 pandemic, the Company has taken specific actions to seek to ensure the safety of its employees, including increased safety measures and the transitioning of many employees to remote work.

 

Industry

 

A wide range of information is critical for proper and safe operation of aircraft. With advances in technology, new types of information to assist pilots are becoming available for display in cockpits, such as satellite-based weather, ground terrain maps, and ADS-B navigation. The Company believes that aircraft cockpits will become more complete information centers, capable of delivering additional information that is either mandated by regulation or demanded by pilots to assist in the safe and efficient operation of aircraft.

 

The Company classifies flight data into four general types: aircraft heading and altitude information, flight critical aircraft control data, navigation data, and maintenance and aircraft health data. Aircraft heading and altitude information includes aircraft speed, altitude, and rates of ascent and descent. Flight critical aircraft control information includes engine data, such as fuel and oil quantity, and other engine measurements. Navigation data includes radio position, flight management, GPS, and alternative source information (i.e. information not originating on the aircraft, including weather depiction maps, GPS navigation, and surface terrain maps). Maintenance and aircraft health data includes on-board sensors and programs to measure parameters related to the health of a system on the aircraft. Air data calculations are based primarily on air pressure measurements derived from sensors on the aircraft. Engine data are determined by measuring various indices such as temperature, volume, revolutions per minute, and pressure within an aircraft’s engines and other mechanical equipment. GPS and alternative source information are derived typically from satellites or equipment located on land and transmitted by satellite or radio signals to the aircraft. Maintenance and aircraft health data measure multiple parameters on various products and interface with various components to manage, measure, and report on the health, reliability and usability of a system. This information is displayed in the cockpit for reference, enhanced position awareness, and reduced support logistics on properly equipped aircraft.

 

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Traditionally, flight data and other cockpit information were displayed on a series of separate analog mechanical instruments. In the early 1980s, Cathode Ray Tubes (“CRT”) and digital displays using monochromatic Liquid Crystal Displays (“LCD”) began to replace some individual analog instruments. Presently, the industry offers high resolution color flat panels using Active Matrix Liquid Crystal Displays (“AMLCD”) to replace traditional analog instruments, CRT or LCD displays. IS&S expects that the ability to display more information in an efficient space and custom platform will become increasingly important if additional information, such as weather depiction maps, traffic information, surface terrain maps, datalink messaging, and surveillance displays, becomes mandated by regulation or demanded by pilots. Accordingly, the Company believes flat panel displays, which can integrate and display a “suite” of information, will replace individual instrument CRTs and LCDs on legacy aircraft.

 

In the past, equipment data, such as engine and fuel-related information, were displayed on conventional analog mechanical instruments. Engine and fuel instruments provide information on engine activity, including oil and hydraulic pressures, and temperature. These instruments are clustered throughout an aircraft’s cockpit. Engine and fuel instruments tend to be replaced more frequently than other instruments due to obsolescence and normal wear-and-tear. Aircraft operators continue to purchase individual conventional engine and fuel instruments as replacements because the information that these instruments display is vital for safe and efficient flight. Increasingly, operators are replacing their clusters of analog mechanical instruments with integrated Engine Instrument Display Systems or FPDS packages.

 

As the skies and airports become more crowded, the aviation industry and its regulators are concentrating on new technologies, procedures, and regulations that allow more aircraft to operate in the skies and on the ground safely, efficiently, and with less impact on the environment. These new technologies and procedures, such as traffic avoidance, ground awareness, increased precision of navigation and vertical position, runway incursion prevention, and increased digital communication, will require innovation and intuitive methods to display situational awareness information for the pilots. The Company believes that flat panel displays provide a strong solution to the growing need for innovation and new methods in this area.

 

Strategy

 

The Company’s objective is to become a leading supplier and integrator of cockpit information, and believes that its industry experience and reputation, technology and products, and business strategy provide the basis to achieve this objective. Key elements of the Company’s strategy include:

 

·Introduction of Autothrottle to General Aviation Market. IS&S saw the lack of an available autothrottle system on turboprop aircrafts as an unmet need in the marketplace and has invested in the development of a sophisticated turboprop autothrottle. We believe that ThrustSense®, IS&S’s new turboprop autothrottle with patented technology, is highly effective, is less complex and less costly than other available products and offers very sophisticated sensing and multiple safety features that we believe even exceeds those of much more expensive jet Autothrottle systems. The Company received the first supplemental type certificate (“STC”) ever granted by the FAA for a turboprop autothrottle in June 2017. IS&S intends to continue to capitalize on being the first to market and introduce the product to owners and operators of turboprop aircraft.
·Focusing on retrofits. Cockpit avionics upgrades for existing aircraft are of great interest in the present environment. We believe the retrofit of an aircraft with the COCKPIT/IP® FPDS, FMS, and ISU system components is cost effective compared to the acquisition of a new aircraft and can provide equivalent functionality to that of new aircraft.
·Expand presence in the flat panel display market. IS&S expects that many aircraft will be retrofitted with flat panel displays over the next several years. Given the versatility, visual appeal, and lower cost of displaying a series of instruments and other flight relevant information on a single flat panel, the Company believes that flat panel displays will increasingly replace individual analog and digital instrument LCDs and CRTs. The Company believes that the COCKPIT/IP® has significant benefits over competitive flat panel displays, including lower cost, larger size, reduced weight, enhanced viewing angles, and a broader array of functions. The Company’s patented and proprietary Integrity Checking Processor and Zooming features provide increased situational awareness, reliability, performance, and utility to the owner/operator. Accordingly, the Company believes that these advantages will allow IS&S to generate significant revenues from the COCKPIT/IP® product, and to increase market share. In addition, demand for new aircraft, FAA mandates and obsolescence issues on older aircraft will contribute to this growth.
·Continuing engineering and product development successes. IS&S develops innovative products by combining its avionics, engineering, and design expertise with commercially available technologies, components, and products from non-aviation applications, including the personal computer and telecommunications industries. The Company’s COCKPIT/IP® system components present examples of its ability to engineer products through the selective application of non-avionic technology. In addition, as permitted by law, IS&S applies for and registers its patents and trademarks for the technology and products it develops in the United States and various countries around the world to protect its intellectual property.

 

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·Maintaining focus on air data markets. The Company believes that it is one of the largest suppliers of air data products to the U.S. retrofit market. The pressures on the DoD procurement budget make the retrofit of aging military aircraft with newer, more advanced, and more supportable air data systems attractive. In addition, higher performance engines in business aircraft are creating a need for the sophisticated air data products which the Company supplies.
·Increasing sales to DoD, other government agencies, defense contractors, commercial air transport carriers and corporate/general aviation markets. IS&S has extended its efforts to diversify sales to include all aviation end user markets, especially legacy military programs and commercial air transport aircraft. In the commercial air transport market, the Company has addressed national carriers, regional carriers, and other fleet operators. The Company has targeted the corporate/general aviation market, both for retrofits and original equipment, and has ongoing retrofit programs and an OEM program with Pilatus Aircraft Limited (“Pilatus”).
·Expanding international presence. IS&S plans to increase its international sales by adding sales and marketing personnel. The Company believes that European and other international aircraft operators and aircraft modification centers will retrofit legacy in-service aircraft with large flat panel displays. IS&S obtained approval from the European Union Aviation Safety Agency (“EASA”) for installing the FPDS in Europe for the B757/B767 aircraft and expects to obtain EASA approvals for other European aircraft types.

 

Products

 

Current lines of products include:

 

Flat Panel Display Systems

 

Flat panel displays are AMLCD screens that can replicate the display of one or a suite of analog or digital displays on one screen. Flat panel displays can replace existing displays in legacy aircraft. AMLCDs are used also for security monitoring on-board aircraft and as tactical workstations on military aircraft. The flat panel product line offers numerous advantages for presentation of engine performance data. During fiscal years 2020, 2019 and 2018, revenues related to FPDS accounted for 80%, 90% and 75%, respectively, of total sales.

 

The Company’s FPDS can replace conventional analog and digital displays and can display additional information which is not commonly displayed in the cockpit with conventional analog and digital displays. The COCKPIT/IP® is capable of displaying nearly all types of air data, engine and fuel data, altitude, heading and navigational data, maintenance and aircraft health data, and alternative source information. As technology and information delivery systems develop further, additional information will be displayed in the cockpit, such as surface terrain maps and data link messaging. IS&S designed the COCKPIT/IP® to be capable of displaying information from a variety of sources, including its Reduced Vertical Separation Minimum (“RVSM”) air data system, engine and fuel instrumentation, and third-party data and information products.

 

From time to time, customers may order one or more FPDSs customized to their particular requirements. Typically, the Company charges for the added development cost. This revenue is reported as Engineering Development Contracts (“EDC”) on the consolidated statements of operations. Engineering costs incurred in customizing the FPDSs are included in cost of sales.

 

Flight Management Systems

 

The IS&S NextGen Flight Management System is an easily installed navigation and performance computer that complements the IS&S Flat Panel Display System upgrade for commercial air transport aircraft. The FMS interfaces with the IS&S, SBAS, and GPS to provide a GPS-based navigation solution. The GPS receiver is located remotely depending on space availability. To minimize use of cockpit space and ease installation efforts, the FMS is housed in an ARINC 739B compliant Multifunction and Control Display Unit (“MCDU”).

 

Each FMS/MCDU has an LCD display, keyboard, mode and function keys, line select keys and annunciator lights, and supports ethernet data loading. The flight crew can manually or datalink waypoint flight plans, routes or user-defined waypoints on the IS&S FMS and modify and update these plans via the FMS/MCDU screen. Once the flight plan data is entered, the MCDU computes the most economical flight profiles and provides steering commands for use by the aircraft control system to fly the airplane along the desired route.

 

The FMS/MCDU package incorporates a robust navigation database capable of storing today’s global database with ample growth for the future. Flight crews can utilize the data in the navigation database to create, edit and modify flight plans for display on the FPDS. The navigation data includes airways, jet routes, Standard Instrument Departure, Standard Terminal Arrival Route, and company stored routes.

 

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The FMS/MCDU is ARINC 739B compliant, which provides an interface option for other cockpit equipment such as SATCOM, ACARS, CMU, HUD, and a printer. The interface to the IS&S FPDS is provided via ethernet. The IS&S EFB is integrated with the FMS/MCDU and FPDS where the control selection of the EFB features and applications are handled via the FMS/MCDU. The display is a five-inch LCD with VGA resolution. The touchscreen display uses LED backlighting and is sunlight readable.

 

Integrated Standby Unit

 

The Company’s ISU incorporates the measurement and display of attitude, altitude, airspeed, and navigation data into a single standby/backup navigation instrument for military, commercial air transport and corporate/general aviation applications. The ISU has an integral Inertial Measurement Unit that includes accelerometer, gyro, and magnetometer triads. The unit also includes an integral air data measurement module for measurement of static and total pressure for display of altitude, airspeed, and mach number.

 

The ISU is a highly reliable and accurate standby navigation system that is based on IS&S’s merger of COCKPIT/IP® display technology and RVSM air data products coupled with the modern technology in MEMS Gyros that have exceptional stability. An IS&S proprietary algorithm provides for accurate computation of attitude, heading and air data parameters. The unit includes a triaxial magnetometer that is designed to be tolerant to the local soft iron effects.

 

The display uses a familiar Primary Flight Display format to reduce pilot workload. Logistics and maintenance savings are realized due to increased reliability and a reduction in line-replaceable units. The unit is equipped with built-in test and display of navigational aid and maintenance data.

 

Air Data Systems and Components

 

The Company’s air data products calculate and display various measures such as aircraft speed, altitude, and vertical rate of change. These air data products utilize advanced sensors to gather air pressure data and customized algorithms to interpret data, thus allowing the system to calculate altitude more accurately. During fiscal 2020, 2019, and 2018, sales of air data systems and components accounted for 20%, 10% and 25%, respectively, of total sales.

 

IS&S sells individual components and partial and complete air data systems. The components and systems include:

 

·digital air data computers, which calculate various air data parameters such as altitude, airspeed, vertical speed, angle of attack and other information derived from the measure of air pressure;

 

·integrated air data computers and display units, which calculate and convey air data information;

 

·altitude displays, which convey aircraft altitude measurements;

 

·airspeed displays, which convey various airspeed measurements including vertical airspeed and rates of ascent and descent; and

 

·altitude alerters, which allow pilots to select a desired cruising altitude and which provide warnings to pilots when an unacceptable deviation occurs.

 

Engine and Fuel Displays

 

IS&S develops, manufactures and markets engine and fuel displays. These solid-state multifunction displays convey information with respect to fuel and oil levels, and engine activity, such as oil and hydraulic pressure and temperature. They include individual and multiple displays installed throughout the cockpit. The displays can be used in conjunction with the Company’s engine and fuel data equipment or that of other manufacturers.

 

Engine and fuel displays are vital to safe flight. In addition, accurate conveyance of engine and fuel information is critical for monitoring engine stress and parts maintenance. Engine and fuel displays tend to be replaced more frequently than other displays, and have been slow to incorporate new technology since their introduction because of their low cost, standard design and universal use.

 

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IS&S believes that its air data engine and fuel displays are extremely reliable, have been designed to be programmable, and are adaptable easily without major modification to most modern aircraft. These products have been installed on B727, B737, C-130H, DC-9, DC-10, P-3, F-16 and A-10 aircraft.

 

Integrated Global Navigation System

 

The Company’s Integrated Global Navigation System product is an alternative for adding GPS navigation capability to legacy aircraft through the OEM FMS without the high cost of upgrading the current FMS.

 

This product includes RNP and RNAV approaches via the certified IS&S Beta 3 GPS and leverages components of the Company’s FPDS to provide annunciation to the pilot during GPS procedures.

 

Autothrottle – ThrustSense®

 

The IS&S Autothrottle, ThrustSense®, is a full regime autothrottle, from takeoff to landing phases of flight including go around. ThrustSense® combines full-authority digital engine control (“FADEC”) functionality with low and high speed protection for the Pilatus PC-12 and Beechcraft King Air series aircraft. IS&S believes ThrustSense® improves safety and performance for Pratt and Whitney PT6-powered single and multi-engine aircraft. In the case of multi-engine aircraft, such as the Beechcraft King Air, ThrustSense® provides Vmca protection during an engine out condition. The system is light weight, installs with minimal downtime and provides the user with high value for performance. IS&S believes ThrustSense® can attain fuel savings of 3% and when flying constant angle-of-attack the fuel savings can be as much as 10%. The Company in April 2019 received certification from the FAA for, its ThrustSense® Autothrottle for retrofit in the King Air, dual turbo prop PT6 powered aircraft. The Company has signed a multi-year agreement with Textron to supply ThrustSense® on their new production aircraft, the King Air 360 and King Air 260. ThrustSense® is also available for retrofit on King Airs through Textron service centers and third party service centers.

 

The IS&S ThrustSense® Autothrottle is designed to ensure stabilized approaches by controlling speeds during descent. During high pilot workload, the autothrottle is designed to prevent the airplane from becoming dangerously slow or fast and protects against overtorque and overtemp, thereby enhancing the safety and capability of your aircraft.

 

Control of the autothrottle is housed in an easy-to-install ISU that provides standby functionality on a high resolution LCD display. The ThrustSense® Autothrottle is designed to avoid structural modifications to the existing throttle quadrant. ThrustSense® has MEL Relief and On Condition Maintenance.

 

IS&S believes ThrustSense® can be adapted to virtually all PT6 powered aircrafts with the IS&S ISU. The ISU executes software to control the autothrottle actuator. In addition the ISU calculates, processes and displays altitude, attitude, airspeed, slip/skid, and navigation display information, which IS&S believes is presented in a logical and concise single instrument display. It features a high resolution LCD display with full LED backlighting, thereby improving reliability and full sunlight readability to the pilot, and fully anti-aliased graphics.

 

IS&S believes the autothrottle retrofit and standby are easily installed, and typical installation can take less than a day with minimum modifications to the existing flight deck.

 

Other potential benefits of the ThrustSense® Autothrottle include:

 

·safety enhancements and pilot workload reduction;

 

·life-saving enhancements in multi-engine aircraft;

 

·FADEC-like engine protection;

 

·does not require replacement of the existing throttle quadrant (major cockpit modification) due to the patented compact and safe actuation mechanism; and

 

·broader applications for retrofit in FADEC or non-FADEC Turbofan and Turboprop aircraft.

 

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Utilities Management System

 

IS&S provides the Utilities Management System (“UMS”) for the Pilatus PC-24 which has been certified and delivered. The IS&S UMS integrates a wide range of aircraft functions, which are commonly supported by multiple individual controllers. The UMS-24 monitors aircraft sensors and aircraft control systems as required to achieve system functionality. This open architecture system allows Pilatus to design and/or refine control and monitoring algorithms, in-house.

 

IS&S believes there is interest in its UMS from other aircraft manufacturers as well. The UMS is an innovative design that controls 20 plus aircraft systems such as navigation, auto-flight, landing gear, surface positions, fire protection, ice/rain protection, electrical loads, lighting, environmental conditions, cabin pressurization, and oxygen systems based on OEM custom configuration.

 

The UMS is a Data Concentrator and Processing Unit (“DCPU”) that allows manufacturers to configure and program specific applications on a ARINC 653 operating system in an open architecture platform. The UMS acts as the aircraft central maintenance computer allowing for a maximum of six DCPUs to be included in the communication ring. The system provides a significant power and weight saving over the use of federated boxes and utilizes the latest IS&S technological advancements in avionics circuit design.

 

Customers

 

The Company’s customers include the United States government (including DoD, the Department of Interior and the Department of Homeland Security), American Airlines, Inc. (“AAL”), Boeing, Deutsche Post DHL Group (“DHL”), FedEx Corporation (“FedEx”), Icelandair, L3Harris Technologies, Inc., Lockheed Martin Corporation, Pilatus, Sierra Nevada Corporation (“Sierra Nevada”), and the Department of National Defense (Canada), among others.

 

The Company’s revenue is concentrated with a limited number of customers. In fiscal year 2020, the three largest customers, Pilatus, Dayton T Brown and Kalitta Air accounted for 33%, 12% and 10% of total revenue, respectively. In fiscal year 2019, the two largest customers, Pilatus and Air Transport Services Group Inc. accounted for 25% and 14% of total revenue, respectively. In fiscal year 2018, the largest customer, Pilatus, accounted for 20% of total revenue.

 

Retrofit Market

 

Historically, a majority of the Company’s sales have come from the retrofit market, which IS&S has pursued because of its continued growth in response to the need to support the world’s aging fleet of aircraft. The design and airframe structure of many types of older aircraft generally exceeds the technology and technical capabilities of the original cockpit instruments and avionics. The Company has developed products that enable owners and operators to upgrade their aircraft by retrofitting them with IS&S products at a competitive cost and with equipment that provides cockpit displays with capabilities and technology equivalent to new aircraft.

 

IS&S expects its main customers in the retrofit market will continue to be:

 

·the DoD and defense contractors,

 

·aircraft operators, and

 

·aircraft modification centers.

 

Department of Defense and Defense Contractors. The Company sells its products directly to the DoD and to domestic and international defense contractors for end use on military aircraft retrofit programs. DoD programs generally take one of two forms: a subcontract with a prime government contractor, such as Boeing, Lockheed Martin, or L3 Harris Technologies, Inc. or a direct contract with the appropriate government agency, such as the U.S. Air Force. The government’s desire for cost-effective retrofit of its aircraft has led it to purchase commercial off-the-shelf equipment rather than to develop specially designed products, which are usually more costly and take longer to implement. These retrofit contracts tend to be on arms-length commercial terms, although some termination and other provisions of government contracts are typically applicable to these contracts, as described under “Government Regulation” below. Each government agency or general contractor retains the right to terminate a contract at any time at its convenience. Upon such alteration or termination, IS&S is entitled typically to be compensated for already delivered items and reimbursement for allowable costs incurred.

 

Aircraft Operators. The Company sells its products to aircraft operators, including commercial airlines, cargo carriers, and business and general aviation aircraft owners or suppliers, primarily for retrofitting of aircraft owned or operated by these customers. The Company’s commercial fleet customers include or have included, among others, AAL, ABX Air, FedEx and Icelandair. IS&S sells these customers a range of products from FPDS to air data systems.

 

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Aircraft Modification Centers. Aircraft modification centers, which repair and retrofit private aircraft, represent the primary retrofit market for private and corporate jets. IS&S has established relationships with a number of aircraft modification centers throughout the United States, which act as distribution outlets for the Company’s products.

 

Original Equipment Manufacturers

 

IS&S has signed a multi-year agreement with Textron to supply ThrustSense® on their new production aircraft, the King Air 360 and King Air 260 as described above in “Products-Autothrottle – ThrustSense®”. The Company has developed and manufactures the UMS for Pilatus’ PC-24 aircraft under a multi-year production contract as described above under “Products-Utilities Management System”. The Company also markets its products to other OEMs including, among others, Boeing and Lockheed Martin.

 

Backlog

 

   September 30 
   2020   2019 
Backlog, beginning of period  $5,896,163   $3,598,819 
Plus: bookings during period, net   19,339,673    19,869,933 
Less: sales recognized during period   (21,595,199)   (17,572,589)
Backlog, end of period  $3,640,637   $5,896,163 

 

Backlog represents the value of contracts and purchase orders, less the revenue recognized to date on those contracts and purchase orders. The year over year decrease of $2.3 million was the result of booking of $19.3 million in net new business, offset by $21.6 million in recognized revenue. FPDS backlog as of September 30, 2020 decreased $2.1 million from September 30, 2019, and air data product backlog as of September 30, 2020 decreased by $0.2 million from September 30, 2019. The backlog excludes potential future sole-source production orders from products developed under the Company’s EDC programs, including the Pilatus PC-24, the KC-46A and the Textron King Air 360 and King Air 260 ThrustSense® Autothrottle programs. Although the Company believes that the orders included in backlog are firm, most of the backlog involves orders that can be modified or terminated by the customer. As of September 30, 2020, none of the Company’s backlog was expected to be filled beyond fiscal 2021.

 

Engineering Development

 

The Company invests a significant percentage of its sales on engineering development, both Research & Development (“R&D”) and EDC. At September 30, 2020, approximately 21% of the Company’s employees were engineers engaged in various engineering development projects. Total engineering development expense comprises both internally funded R&D and product development and design charges related to specific customer contracts. Engineering development expense consists primarily of payroll-related expenses of employees engaged in EDC projects, engineering related product materials and equipment, and subcontracting costs. R&D charges incurred for product design, product enhancements, and future product development are expensed as incurred. Product development and design charges related to specific customer contracts are charged to cost of sales-EDC based on the method of contract accounting (either percentage-of-completion or completed contract) applicable to such contracts.

 

Sales and Marketing

 

IS&S focuses its sales efforts on passenger and cargo carrying aircraft operators, general aviation operators, aircraft modification centers, the DoD, DoD contractors, and OEMs. Periodically, the Company evaluates its sales and marketing efforts with respect to these focus areas and, where appropriate, makes use of third-party sales representatives who receive compensation through commissions based on performance. As of September 30, 2020, we have thirteen representatives worldwide that are actively selling IS&S products.

 

We are continuing to expand our maintenance, repair and overhaul (“MRO”) dealer network to address worldwide markets for Boeing 737, 757 and 767, Pilatus PC-12’s, Beechcraft King Air models and other aircraft types. We have added major MRO’s like Lufthansa Technik AG and have established a dealer network for ThrustSense®, and we are in the process of exploring adding more MRO dealerships in the United States and internationally.

 

Our marketing efforts have focused on applicable markets using email campaigns, advertisements, trade shows, web casts, direct mailers and social media. Our Autothrottle offering on the Pilatus PC-12 and King Air have been favorably featured in multiple articles in major publications over the past several years.

 

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The Company believes its ability to provide prompt and effective repair and upgrade service is critical to its marketing efforts. The Company’s customer service program offers a 24-hour customer hotline. The Company services its customers utilizing either field service engineers or its in-house repair and upgrade facility. The Company may lend spare units to customers when it is repairing or overhauling their equipment. IS&S provides customers with a standard two-year warranty on new products. The Company offers customers extended warranties of varying lengths beyond the two years for additional fees.

 

The majority of the Company’s sales, personnel and assets are within the United States. In fiscal years 2020, 2019 and 2018 net sales outside the United States amounted to $9.4 million, $7.5 million and $4.7 million, respectively.

 

Government Regulation

 

FAA regulations govern the manufacture and installation of the Company’s products in aircraft owned and operated in the United States. Both the IS&S manufacturing facility and the IS&S repair station are FAA-certified. The most significant product and installation regulations are Technical Standard Orders (“TSOs”) and STCs, which establish the minimum operational performance standards. For example, in April 2019, the FAA issued its TSO authorization and STC for the Company’s ThrustSense® Autothrottle for retrofit in the King Air dual prop PT6 powered aircraft. In February 2019, the FAA issued its TSO authorization and STC for the Company’s B767 Integrated Standby Unit to be used on B767 aircraft in the United States.

 

Generally, sales of IS&S products to European or other non-U.S. owners of aircraft require approval of EASA, or other relevant governmental agencies. EASA certification requirements for the manufacture and installation of the Company’s products in European owned aircraft mirror FAA regulations, and its process for European certification is similar to that of the FAA. For example, in August 2015, EASA issued an STC on the Company’s B757 ISU to be used on B757 aircraft in the European Union.

 

In addition to product-related regulations, IS&S is subject to U.S. government procurement regulations with respect to the sale of the Company’s products to government entities or government contractors. The government agency or general contractor retains the right to terminate a contract at any time at its convenience. Upon such alteration or termination, IS&S is generally entitled to an equitable adjustment to the contract price, so that the Company receives the purchase price for products or services already delivered, reimbursement for allowable costs incurred and for termination related costs.

 

The Company’s business is also impacted by various other laws and regulations, including, but not limited to, local, state, federal, and international tax codes, import and export controls and customs laws, employment and employment-related laws, environmental laws, intellectual property laws, and consumer protection statutes. The Company from time to time incurs costs in the ordinary course of business in connection with maintaining compliance with these evolving and at times overlapping regulatory regimes.

 

Manufacturing, Assembly and Materials Acquisition

 

The Company’s manufacturing activities consist primarily of assembling and testing components and subassemblies and integrating them into finished systems. Typically, the Company purchases components for products, including any necessary raw materials, from third-party suppliers, a number of which are sole source, and assembles them in a clean room environment. Many of the components purchased are standard products, although certain parts are made to the Company’s specifications. Although there are a limited number of suppliers of particular components, management believes other suppliers could provide similar components on comparable terms.

 

When appropriate, IS&S enters into long-term supply agreements and uses its relationships with long-term suppliers to improve product quality and availability, and to reduce delivery times and product costs. In addition, the Company identifies alternative suppliers for important component parts. Generally, the introduction of component parts from new suppliers into existing products requires FAA certification of the entire finished product if the newly sourced component varies significantly from the original drawings and specifications. IS&S has not experienced significant delays in delivery of products caused by the inability to obtain either component parts or FAA approval of products incorporating new component parts.

 

Quality Assurance

 

Product quality is of vital importance. The Company is ISO 9001 and AS9100D certified. These standards represent an international consensus on effective management practices with the goal of ensuring that a company can deliver its products and related services consistently in a manner that meets or exceeds customer quality requirements. IS&S’s certification to these standards allows the Company to represent to customers that it maintains high-quality industry standards in the education of its employees and in the design and manufacture of its products. In addition, the Company’s products undergo extensive and documented quality control testing prior to being delivered to customers.

 

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Competition

 

The market for the Company’s products is highly competitive. Competitors vary in size and resources, and substantially all of the Company’s competitors are much larger than IS&S and have substantially greater resources. With respect to air data systems and related products, the Company’s principal competitors include Honeywell International Inc., Collins Aerospace, Thales Defense & Security, Inc., and Garmin Ltd. With respect to flat panel displays, principal competitors currently include Honeywell International Inc., Collins Aerospace, L3Harris Technologies, Inc., Garmin Ltd. and GE Aviation Systems. However, as the flat panel display industry evolves and the demand for flat panel displays increases, IS&S may face future competition in this area from other suppliers. The Company believes that the principal competitive factors in its markets are cost, development cycle time, responsiveness to customer preferences, product quality, technology, and reliability. IS&S believes that its significant and long-standing customer relationships reflect the Company’s ability to compete favorably with respect to these factors.

 

Intellectual Property and Proprietary Rights

 

IS&S relies on patents to protect its proprietary technology. As of September 30, 2020, the Company holds 47 U.S. patents and has 5 U.S. patent applications pending relating to its technology. In addition, IS&S holds 102 international patents and has 21 international patent applications pending. Certain of these patents and patent applications cover technology relating to air data measurement systems and others cover technology relating to flat panel display systems and other aspects of the COCKPIT/IP® solution. While IS&S believes these patents have significant value in protecting its technology, it believes that the innovative skill, technical expertise, and know-how of the Company’s personnel in applying the technology reflected in its patents would be difficult, costly, and time consuming to reproduce.

 

While IS&S is not aware of any pending lawsuits against the Company alleging patent infringement or the violation of other intellectual property rights, it cannot be certain such infringement claims will not be asserted against the Company in the future.

 

Employees

 

As of September 30, 2020, IS&S had 86 employees (84 of whom were full-time employees). The Company’s future success depends on its ability to attract, train and retain highly qualified personnel. Competition for such qualified personnel is intense, and the Company may not be able to attract, train, and retain highly qualified personnel in the future. None of the Company’s employees are currently represented by a labor union.

 

Executive Officers of the Registrant

 

The following is a list of the Company’s executive officers, their ages and their positions in each case.

 

Name  Age  Position
Geoffrey S. M. Hedrick   78  Chairman of the Board and Chief Executive Officer
Shahram Askarpour   63  President
Relland M. Winand   66  Chief Financial Officer

 

Geoffrey S. M. Hedrick was the Chief Executive Officer from the time he founded the Company in February 1988 through June 4, 2007 and was reappointed as Chief Executive Officer on September 8, 2008. He has been Chairman of the Board since 1997. Prior to founding IS&S, Mr. Hedrick served as President and Chief Executive Officer of Smiths Industries North American Aerospace Companies. He founded Harowe Systems, Inc. in 1971, which was subsequently acquired by Smiths Industries. Mr. Hedrick has over 40 years of experience in the avionics industry, and he holds a number of patents in the electronics, optoelectric, electromagnetic, aerospace, and contamination control fields.

 

Shahram Askarpour has been President since April 2012. Dr. Askarpour joined the Company as a Director of Engineering in 2003, was promoted to Vice President of Engineering in 2005, and was promoted to President on April 2, 2012. Dr. Askarpour has more than 30 years of aerospace industry experience in managerial and technical positions. Prior to joining IS&S, he was employed by Smiths Aerospace (a division of Smiths Group PLC), Instrumentation Technology and Marconi Avionics. He holds a number of key patents in the aviation field. Dr. Askarpour received his engineering education in the United Kingdom and received an undergraduate degree in Electrical Engineering from Middlesex University, a post graduate Certificate of Advanced Study in Systems Engineering, and a PhD in Automatic Control from Brunel University. He was awarded the title of Associate Research Fellow for three consecutive years by Brunel University, and has published numerous papers in leading international, peer reviewed journals. In addition, he has completed management courses at Carnegie Mellon University and finance courses at the Wharton Business School.

 

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Relland M. Winand has been the Company’s Chief Financial Officer since December 15, 2014. Mr. Winand has served in a number of executive financial capacities with public companies including Chief Financial Officer of ECC International, Corp, a manufacturer of computer controlled maintenance simulators primarily for the Department of Defense, and Vice President Finance and Administration of Traffic.com, Inc. a leading provider of accurate, real-time traffic information in the United States. Prior to joining Innovative Solutions and Support, Inc., from 2008 to 2013, Mr. Winand was Chief Financial Officer of Orbit/FR, Inc., an international developer and manufacturer of sophisticated microwave test and measurement systems for aerospace/defense, wireless, satellite and automotive industries. From January 2014 until August 2014, Mr. Winand served as a consultant for Solomon Edwards Group LLC. He has over 30 years’ experience in financial management and reporting for both public domestic and international manufacturing companies. Mr. Winand received a B.S. in Accounting from Drexel University and an M.B.A. in Finance from Widener University.

 

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Other

 

The SEC maintains a website that contains annual, quarterly, and current reports, proxy statements and information statements, and other information about issuers, including IS&S, that file electronically with the SEC. The public can obtain any document we file with the SEC at www.sec.gov.

 

IS&S also maintains its corporate website at http://www.innovative-ss.com and makes available, free of charge, on that website (under the “Investor Relations” tab) the Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those as reasonably practicable after it electronically files such material with, or furnishes it to, the SEC. The information on the Company’s website is not incorporated as part of this Annual Report on Form 10-K.

 

Item 1A. Risk Factors.

 

Each reader should carefully consider the risks, uncertainties and other factors described below, in addition to the other information set forth in this report, because they could materially and adversely affect the Company’s business, operating results, financial condition, cash flows, prospects, and the value of an investment in IS&S common stock.

 

Summary

 

An investment in our common stock involves various risks, including risks related to the items listed below. However, you are urged to carefully consider all of the matters discussed in this Part I, Item 1A of this Report under the caption “Risk Factors” (not just those discussed in this summary) in considering our business and prospects.

 

IS&S-Specific Risk Factors

 

The Company faces risks relating to:

 

·continued market acceptance of the Company’s air data systems and other products;
·the deferral or termination of programs or contracts for convenience by customers;
·the potential for losses due to cost overruns on fixed-price contract projects;
·U.S. federal government budget deficits and audit practices, including the possibility of reductions in government expenditures;
·the possibility that IS&S may lose one or more key customers;
·the self-insured portion of IS&S’ employee medical insurance program;
·our lack of substantial backlog;
·the ability to service the international market; and
·intense competition with key competitors.

 

General Risk Factors

 

The Company faces risks relating to:

 

·the ongoing COVID-19 pandemic;
·the ability to respond to technological change;
·delays in receiving components from third-party suppliers;
·challenges associated with the complexity of our products;
·our ability to protect our intellectual property rights;
·failure to retain/recruit key personnel;
·succession planning;
·variations in our revenue and operating results over time;
·a cyber security incident;
·potential litigation;
·the costs of compliance with present and future laws and regulations;
·changes in law, including changes to corporate tax laws in the United States and the availability of certain tax credits;
·Brexit;
·volatility and weakness in capital markets; and
·the efficacy of our internal control over financial reporting.

 

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IS&S-Specific Risk Factors

 

Growth of the Company’s customer base could be limited by delays or difficulties in completing development and introduction of planned products or product enhancements. If IS&S fails to enhance existing products, or to develop and achieve market acceptance for flat panel displays, flight management systems, autothrottle technology and other new products that meet customer requirements, its business, reputation and statements of income may be affected adversely.

 

Currently, IS&S spends a large portion of its R&D efforts in developing and marketing the FPDS, FMS, ThrustSense® Autothrottle and complementary products. The Company’s ability to grow and diversify its operations through introduction and sale of new products is dependent upon its continued success in product development and engineering activities, its sales and marketing efforts, and its ability to obtain necessary regulatory approvals to sell such products. Sales growth will depend in part on market acceptance of and demand for the FPDS, FMS, ThrustSense® Autothrottle and future products. IS&S cannot be certain that it will be able to develop, introduce or market its FPDS, FMS, ThrustSense® Autothrottle or other new products or product enhancements in a timely or cost-effective manner, or that any new products or product enhancements will receive market acceptance or necessary regulatory approval. In addition, the Company’s business is dependent upon maintaining its reputation and relationships with existing customers. If the Company’s performance does not meet its customers’ expectations, the Company’s reputation and its relationships could be damaged, which may have a material adverse impact on the Company’s business and statements of income, including reductions in sales.

 

In seeking new customers, the Company may have difficulty in displacing the products of incumbent competitors. IS&S cannot be assured that potential customers will accept its products or that existing customers will not abandon them.

 

Contracts can be terminated by many of the Company’s customers at any time and, therefore, may not result in sales.

 

IS&S’s contracts, including contracts with government agencies, includes various terms and conditions that impose certain requirements on IS&S, including the ability of the government agency or general contractor to alter the price, quantity or delivery schedule of the products. Additionally, government agencies and general contractors typically retain the right to terminate the contract at any time at their convenience. Upon alteration or termination of these contracts, IS&S is entitled typically to an equitable adjustment to the contract price so that it would be compensated for delivered items and allowable costs incurred. However, because these contracts can be terminated for convenience, the Company cannot be assured that its backlog will result in sales.

 

The Company enters into fixed-price contracts or service arrangements to perform specified design and EDC services related to its products that could subject IS&S to losses in the event the Company incurs cost overruns on its projects.

 

During fiscal year 2020, approximately 4% percent of the Company’s total sales were from fixed-price EDC arrangements with customers to perform specified design and EDC services related to its products. These arrangements allow IS&S to benefit by recovering some of its product development costs, but it carries the risk of potential cost overruns. If the Company’s initial cost estimates are incorrect, it can incur potentially large one time charges and losses on these contracts. These EDC arrangements can expose the Company to potential losses because the customer may compel IS&S to complete a project or, in the event of a termination for default, pay the incremental cost of its replacement by another provider. Because some of these projects involve new technologies and applications, and can last for more than a year, unforeseen events such as technological difficulties, fluctuations in the price of raw materials, problems with subcontractors, and cost overruns can result in the contractual price becoming less favorable or even unprofitable to IS&S over time. Furthermore, if the Company does not meet project deadlines or if its products do not meet customer specifications, it may need to renegotiate contracts on less favorable terms, be forced to pay penalties or liquidated damages, or suffer losses if the customer exercises its right to terminate. The Company’s results of operations are dependent on its ability to maximize earnings from the EDC service arrangements. Lower earnings caused by cost overruns could have a negative impact on the Company’s financial condition, operating results, and cash flows.

 

A portion of IS&S sales come from government contracts, which could be adversely affected by continued high U.S. federal budget deficits. Government contracts are also subject to special risks as a result of the U.S. government’s audit practices.

 

A portion of IS&S sales has been, and is expected to continue to be, from defense contractors or government agencies in connection with government aircraft retrofit or OEM contracts. Sales to government contractors and government agencies could decline as a result of DoD spending cuts and general budgetary constraints which may become more severe as the federal budget deficit remains high.

 

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In addition, the U.S. government regularly conducts investigations, inquiries and audits into its suppliers’ compliance with procurement regulations and performance under the relevant government contracts. If an investigation reveals or an audit finds that the Company violated applicable law or regulations, its government contracts could be terminated and it could be restricted from future procurement activities. Moreover, if an investigation, inquiry or audit finds that the Company acted improperly or was involved in illegal activities, the Company could be subject to civil penalties, criminal penalties, and administrative sanctions. As a result, the Company’s reputation could be harmed even if the allegations were later determined to be false.

 

Reductions in government expenditures could adversely affect IS&S business.

 

Reductions in funding of the DoD and U.S. defense spending could have significant consequences to the Company’s business and industry. While the full impact of such reductions is not determinable, the impact of any resulting reductions in defense appropriations, and/or reductions in U.S. defense spending could result in delays in procurement of products and services due to lack of funding, and negatively affect the IS&S’s revenues, financial condition and results of operations.

 

The loss of a key customer or a significant deterioration in the financial condition of a key customer could have a material adverse effect on the Company’s results of operations.

 

The Company’s revenue is concentrated with a limited number of customers. During fiscal year 2020 IS&S derived 63% of revenue from the top five customers. IS&S expects a relatively small number of customers to account for a majority of its revenues for the foreseeable future. As a result of the concentrated customer base, a loss of one or more of these customers or a dispute or litigation with one of these key customers could affect adversely its revenue and results of operations. The Company monitors and evaluates the credit status of its customers and attempts to adjust sales terms as appropriate. Despite these efforts, a significant deterioration in the financial condition or bankruptcy filing of a key customer could affect adversely the Company’s business, results of operations, and financial condition.

 

In addition, the Company is subject to credit risk associated with the concentration of accounts receivable from its key customers. If any of the Company’s top customers were to become bankrupt or insolvent or otherwise were unable to pay for the products and services provided by the Company, including as a result of the impact of the COVID-19 pandemic on their businesses or financial conditions, then the Company may incur significant write-offs of accounts receivable, incur other impairment charges or result in a significant loss of expected revenues, which may have a material adverse effect on the Company’s results of operations.

 

We self-insure a significant portion of our employee medical insurance program, which may expose us to unpredictable costs and negatively affect our financial performance.

 

We self-insure a significant portion of our employee medical insurance program and related benefit claims. The estimated liability for the self-funded portion of our insurance program is determined actuarially, based on claims filed historically, demographic factors and an estimate of claims incurred but not yet reported. We maintain stop loss insurance coverage to limit our exposure for the self-funded portion of our health insurance program both on a per employee and aggregate basis, and liabilities associated with these losses include estimates of both claims filed and losses incurred but not yet reported. Unanticipated changes in any applicable actuarial assumptions or management estimates underlying our recorded liabilities for these losses could result in materially different amounts of expense than expected under these programs, which could have a material adverse effect on our financial condition and results of operations. In addition, the premiums for this coverage could increase in the future, or we could be forced to raise our self-insured retention amounts. If these expenses increase, or if we experience a claim in excess of our reserve and/or coverage limits, it could also have a material adverse effect on our financial condition and results of operation.

 

We currently operate without a substantial backlog.

 

During periods of economic uncertainty, the rate of customer orders can quickly decrease, and a substantial backlog may help promote greater efficiency in production, facilitate business planning and improve revenue visibility. As of September 30, 2020, none of the Company’s backlog was expected to be filled beyond fiscal 2021, which is below the Company’s historical expectations and may result in lower revenues in future periods. As a result, future revenue will be dependent on orders booked and shipped in that quarter, and may not be predictable with any degree of certainty. Furthermore, certain contracts may represent a significant portion of our revenue and profits for a quarter such that the loss or deferral of even one such contract could adversely affect our revenue and profitability.

 

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The Company has limited experience in marketing and distributing its products internationally.

 

IS&S plans to derive increasing revenues from sales outside the United States, particularly in Europe and Asia. Risks inherent in doing business internationally include:

 

·differing regulatory requirements;
·legal uncertainty regarding liability and the enforceability of agreements;
·tariffs, trade and investment barriers, and other regulatory barriers;
·political and economic instability, including changes in government budgets;
·changes in diplomatic and trade relationships;
·failure by our employees or agents to comply with U.S. laws affecting the activities of U.S. companies abroad, including the Foreign Corrupt Practices Act of 1977, as amended;
·difficulty with staffing and managing widespread operations;
·the impact of recessions in economies outside the United States; and
·variances and unexpected changes in local laws and regulations.

 

Currently, all of the Company’s international sales are denominated in U.S. dollars. An increase in the dollar’s value compared to other currencies could render the Company’s products less competitive in the international markets. In the future, IS&S may be required to conduct sales in the foreign country’s local currency, thus exposing it to fluctuations and volatility in exchange rates that could adversely affect its operating results. Further, as we pursue customers in Asia and other less developed markets throughout the world, our potential inability to ensure the creditworthiness of counterparties could impose additional risks and affect our overall profitability. Emerging market operations in particular can present many risks, including cultural differences (such as employment and business practices), volatility in gross domestic product, economic and government instability, and the imposition of exchange controls and capital controls.

 

While these factors and their impact are difficult to predict, any one or more of them could have a material adverse effect on our competitive position, results of operations, cash flows or financial condition.

 

The Company’s competition includes other manufacturers of air data systems and flight information displays against whom it may not be able to compete successfully.

 

The markets for the Company’s products are intensely competitive and subject to rapid technological change. Competitors include Honeywell International Inc., Collins Aerospace, Thales Defense & Security, Inc., Garmin Ltd. and GE Aviation Systems. All these competitors have substantially greater financial, technical, and human resources than does IS&S. In addition, these competitors have much greater experience in and resources for marketing their products. As a result, these competitors may be able to respond more quickly to new or emerging technologies and customer preferences, or to devote greater resources to development, promotion and sale of their products than IS&S can. The Company’s competitors may have greater name recognition and more extensive customer bases. Such competition could result in price reductions, fewer customer orders, reduced gross margins, and loss of market share.

 

General Risk Factors

 

The ongoing COVID-19 pandemic may adversely affect IS&S.

 

The ongoing global outbreak of coronavirus, which was declared a pandemic by the World Health Organization on March 11, 2020 and a national emergency by the President of the United States on March 13, 2020, has caused and is continuing to cause business slowdowns and shutdowns and turmoil in the financial markets both in the United States and abroad. IS&S is monitoring the impact of the COVID-19 pandemic on its business, including how it has impacted and will impact the Company’s employees, customers, suppliers and distribution channels. The COVID-19 pandemic, as well as the quarantines and other governmental and non-governmental restrictions that have been imposed throughout the world in an effort to contain or mitigate the spread of the coronavirus, has created significant volatility, uncertainty and disruption which may adversely affect IS&S’ business and has caused and is continuing to cause significant market turbulence and disruption that may continue for some time even after business restrictions are lifted and the threat of the coronavirus diminishes. For example, governmental authorities in several jurisdictions have recently implemented or reimplemented orders mandating the cessation of all business activity that is deemed non-essential and, although the Company’s business has to date been deemed essential in many affected markets, there is a risk that these shutdown orders will be extended or expanded or that similar shutdown orders will be implemented in other regions.

 

18

 

 

While the Company has not yet seen a material impact from the COVID-19 pandemic on its business, financial position, liquidity, or ability to service customers or maintain critical operations, the nature and magnitude of this unprecedented crisis’ ultimate impact on the Company will depend on numerous evolving factors, future developments and cascading effects of the coronavirus pandemic that the Company is not able to predict, including: the duration and severity of the COVID-19 pandemic and the international actions and business restrictions that are being undertaken and implemented as a result of it; governmental, business and other responses to the COVID-19 pandemic, including the promotion of “social distancing,” the issuance of shelter in place orders and restrictions on the Company’s operations, and the possibility that government officials may mandate that the Company provide products or services; the possibility that the COVID-19 pandemic will directly or indirectly delay the issuance of required government approvals, including necessary certifications from the FAA; potential disruptions in the Company’s supply chain; the impact of the COVID-19 pandemic on the Company’s ability to execute its short term and long-term business strategies and initiatives; the extent to which forced remote working arrangements reduce the Company’s ability to manage its business effectively; the extent to which staffing shortages due to members of the Company’s workforce being quarantined or exposed to the coronavirus may be detrimental to the Company’s operations; and the possibility that federal or state governments (including government agencies such as the Treasury Department, the Small Business Administration or the SEC) could promulgate new statutes, regulations, guidance or relief measures, or rescind or modify existing statutes, regulations, guidance or relief measures, in a way that is detrimental to the Company or its business in light of the Company’s prior Paycheck Protection Program loan.

 

In addition, while the Company cannot predict the magnitude of the impact that the COVID-19 pandemic will have on its customers and suppliers or their financial conditions, any material effect on the Company’s customers or suppliers could adversely impact the Company. For example, the Company’s customers or suppliers may themselves assert, or attempt to terminate various agreements and arrangements with us on the basis of, contractual force majeure provisions, and any termination of a significant commercial agreement may adversely harm our operations. Earlier in the 2020 fiscal year, certain of the Company’s customers temporarily suspended product deliveries as a result of the COVID-19 pandemic, and while these deliveries subsequently resumed, there is a possibility that the COVID-19 pandemic will result in other suspensions, delays or order cancellations by the Company’s customers or suppliers. Additionally, the COVID-19 pandemic and related travel restrictions and other containment efforts have had a significant impact on the travel industry, which may result in reduced demand for products in the general aviation and commercial air transport markets and therefore for the Company’s products and systems. The impact of the COVID-19 pandemic may also exacerbate other risk factors described under this Part I, Item 1A of this Report, any of which could have a material effect on the Company. For example, the risks associated with potential cybersecurity threats may be magnified given that many of the Company’s employees are currently working remotely using personal electronic devices and home internet connections.

 

The extent of the impact of the COVID-19 pandemic on the Company’s business is highly uncertain and difficult to predict, as information is rapidly evolving with respect to the duration and severity of the COVID-19 pandemic. At this point, the Company cannot reasonably estimate the duration and severity of the COVID-19 pandemic or its overall impact on the Company’s business.

 

If IS&S is unable to respond to rapid technological change, its products could become obsolete and its reputation could suffer.

 

Future generations of flat panel displays, air data systems, engine and fuel displays, flight management systems and autothrottle technology which embody new technologies or new industry standards could render the Company’s products obsolete. The market for aviation products is subject to rapid technological change, new product introductions, changes in customer preferences, and evolving industry standards and government regulations. The Company’s future success will depend on its ability to:

 

·embrace rapidly changing technologies;
·adapt the Company’s products to evolving industry standards and government regulations; and
·develop and introduce timely, high-quality, cost effective new products and product enhancements to address the increasingly sophisticated needs of its customers.

 

If IS&S fails to modify or improve its products in response to evolving industry standards and government regulations, its products could rapidly become obsolete.

 

The Company’s products are currently subject to direct regulation by the FAA and other equivalent organizations. The Company’s products, as they relate to aircraft applications, must be approved by the FAA, EASA, or other equivalent organizations before they can be installed in an aircraft. To be certified, IS&S must demonstrate that its products are accurate and able to maintain certain levels of repeatability over time. Although the certification requirements of the FAA and EASA are substantially similar, no formal reciprocity exists between the two regulators. Accordingly, even though the Company’s products are FAA approved, the Company may need to obtain approval from EASA or other appropriate organizations to have them certified for installation outside the United States.

 

Significant delay in receiving certification for newly developed products or enhancements to the Company’s products, or the loss of certification for its existing products, could result in lost sales or delays in sales. Furthermore, new regulations or product standards, and changes to existing product standards could require IS&S to change its products and underlying technology. IS&S cannot ensure that it will receive regulatory approval on a timely basis or at all.

 

19

 

 

IS&S relies on third-party suppliers for components of its products, including any necessary raw materials, and any interruption in the supply of these components could hinder its ability to deliver products on a timely basis.

 

The Company’s manufacturing process consists primarily of assembling components purchased from its supply chain. The suppliers may not continue to be available to IS&S, including as a result of the impact of the COVID-19 pandemic on their businesses or financial conditions. If the Company is unable to maintain relationships with key third-party suppliers, the development and distribution of its products could be delayed until equivalent components can be obtained and integrated into the products. In addition, substitution of certain components from other manufacturers may require product redesign or FAA, EASA or other approvals, which could delay the Company’s ability to ship products, and any increase in component costs, including the costs of any necessary raw materials, in the Company’s supply chain could adversely affect the Company’s results of operations.

 

Inasmuch as the Company’s products utilize sophisticated technology and are deployed in complex aircraft cockpit environments, problems with these products may arise that could harm the Company’s reputation for quality assurance and, consequently, its business prospects.

 

The Company’s products use complex system designs and components that may contain errors, omissions, or defects, particularly when the Company incorporates new technologies into its products or when it releases new versions or enhancements of its existing products. Despite the Company’s quality assurance process, errors, omissions or defects could occur in its current products, in new products, or in new versions or enhancements of existing products. IS&S may be required to redesign or recall those products or pay damages. Such an event could result in the following:

 

·delay or loss of revenues;
·cancellation of customer contracts;
·diversion of development resources;
·damage to the Company’s reputation;
·increased service and warranty costs; or
·litigation costs.

 

Although IS&S carries product liability insurance, this insurance may not be adequate to cover its losses in the event of a large product liability claim. In addition, IS&S may not be able to maintain such insurance in the future.

 

The Company’s success depends on its ability to protect its proprietary rights against potential risk of infringement. If IS&S is unable to protect and enforce its intellectual property rights, it may be unable to compete effectively.

 

The Company’s success and ability to compete will depend in part on its ability to obtain and maintain patent or other protection for its technology and products, both in the United States and internationally. In addition, IS&S must operate without infringing the proprietary rights of others.

 

As of September 30, 2020, IS&S holds 47 U.S. patents and has 5 U.S. patent applications pending relating to its technology. In addition, the Company holds 102 international patents and has 12 international patent applications pending. IS&S cannot be certain that patents will be issued on any of its present or future applications. In addition, existing patents or future patents may not adequately protect the Company’s technology if they are not broad enough or are successfully challenged, or if other entities are able to develop competing methods without violating its patents. If IS&S is not successful in protecting its intellectual property, competitors could begin to offer products that incorporate its technology. Patent protection involves complex legal and factual questions, and, therefore, is highly uncertain. Litigation relating to intellectual property is often very time consuming and expensive. If a successful claim of patent infringement were made against IS&S, and if the Company were unable to develop non-infringing technology, or to license the infringed or similar technology on a timely and cost-effective basis, the Company might not be able to produce and sell some of its products. Further, IS&S has incurred, and may continue to incur, significant legal and other costs in defense of its intellectual property.

 

IS&S depends on key personnel to manage its business effectively, and an inability to retain its key employees and plan for management succession could adversely impact the Company’s ability to compete.

 

The Company’s success depends on the efforts, abilities, and expertise of its senior management and other key personnel. There can be no assurance IS&S will be able to retain such employees, and the loss of some could damage its ability to execute its business strategy. The Company intends to continue hiring key management, engineering, and sales and marketing personnel. Competition for skilled personnel is intense, and IS&S may not be able to attract or retain additional qualified personnel.

 

The Company’s future success will depend in part on its ability to implement and improve its operational, administrative and financial systems and controls and to manage, train and expand its employee base. IS&S cannot provide assurance that current and planned personnel levels, systems, procedures, and controls will be adequate to support its current and future customer base. In such a circumstance, the Company may not be able to fully capitalize on existing and potential market opportunities. Any delays or difficulties encountered could impair the Company’s ability to attract new customers or maintain its relationships with existing customers. In addition, effective succession planning is important to our long-term success. Failure to ensure effective transfer of knowledge and smooth transitions involving senior management and other key personnel could hinder our strategic planning and execution.

 

20

 

 

The Company’s revenue and operating results may vary significantly from quarter to quarter, which may cause its stock price to decline.

 

The Company’s revenue and operating results may vary significantly from quarter to quarter because of a number of factors, including, but not limited to:

 

·demand for products and/or delivery schedule changes by its customers;
·capital expenditure budgets of aircraft owners and operators, and appropriation cycles of the U.S. government;
·changes in the use of the Company’s products, including air data systems, flat panel displays, flight management systems and autothrottle technology;
·delays in introducing or obtaining government approval for new products;
·new product introductions by competitors;
·changes in IS&S pricing policies or pricing policies of competitors; and
·costs related to possible acquisition of technologies or businesses.

 

A cyber security incident or other technology disruption could have a negative impact on our business.

 

We face certain security threats and technology disruptions, including threats to our information technology (“IT”) infrastructure, attempts to gain access to our or our customers’ proprietary or classified information, threats of terrorism events, and failures of our technology tools and systems. Our IT networks and related systems are critical to the operation of our business and essential to our ability to successfully perform day-to-day operations. We are also involved with IT systems for certain customers and other third parties, for which we face similar security threats as for our own, in particular the DoD. In particular, cybersecurity threats—which include, but are not limited to, computer viruses, spyware and malware, attempts to access information, denial of service attacks and other electronic security breaches—are persistent and evolve quickly. In general, such threats have increased in frequency, scope and potential impact in recent years. Further, a variety of technological tools and systems, including both company-owned IT and technological services provided by outside parties, support our critical functions. These technologies, as well as our products, are subject to failure and the user’s inability to have such technologies properly supported, updated, expanded or integrated into other technologies and, in certain cases, may contain open source and third-party software which may unbeknownst to us contain defects or viruses that pose unintended risks. These risks, if not effectively mitigated or controlled, could materially harm our business or reputation. While we believe that we have implemented appropriate measures and controls, there can be no assurance that such actions will be sufficient to prevent disruptions to critical systems, unauthorized release of confidential information or corruption of data.

 

The security measures we have implemented may become subject to third-party security breaches, employee error, malfeasance, faulty password management or other irregularities. For example, third parties may attempt to fraudulently induce employees or customers into disclosing user names, passwords or other sensitive information, which may in turn be used to access our IT systems. These security systems cannot provide absolute security. To the extent we were to experience a breach of our systems and were unable to protect sensitive data, such a breach could materially damage business partner and customer relationships, and curtail or otherwise impact the use of our IT systems. Moreover, if a security breach of our IT systems affects our computer systems or results in the release of personally identifiable or other sensitive information of customers, business partners, employees and other third parties, our reputation and brand could be materially damaged, use of our products and services could decrease, and we could be exposed to a risk of loss, litigation and potential liability.

 

Such an event could require significant management attention and resources, negatively impact our reputation among our customers and the public and challenge our eligibility for future work on sensitive or classified systems, which could have a material adverse effect on our business, financial condition and results of operations.

 

Litigation with customers, employees and others could harm our reputation and impact operating results.

 

In the ordinary course of business, we may be involved in lawsuits and regulatory actions with customers, employees and others. Additionally, we may be subject to employment-related claims alleging discrimination, harassment, wrongful termination and wage issues, including those relating to overtime compensation. We are susceptible to claims filed by customers alleging responsibility for breaches of contract or from product defects, and we are also subject to lawsuits filed by patent holders alleging patent infringement. These types of claims, as well as other types of lawsuits to which we are subject from time to time, can distract management’s attention from core business operations and impact operating results, particularly if a lawsuit results in an unfavorable outcome, or could harm the Company’s reputation with customers, employees, investors and others.

 

21

 

 

Tax changes could affect the Company’s effective tax rate and future profitability.

 

The Company’s future results could be affected negatively by changes in the effective tax rate as a result of changes in the overall profitability and changes to statutory tax rates in the United States and in other jurisdictions, changes in tax legislation, and the results of audits and examinations of previously filed tax returns. In addition, adverse changes in the underlying profitability and financial outlook of our operations or future changes in tax law could lead to changes in the value of tax assets or liabilities that we currently or in the future may hold, which could materially affect our results of operations. Further, the nature and impact of any future changes to tax law, and the resulting impact on our business, financial condition and results of operations, are uncertain.

 

The Company is subject to various laws and regulations. Changes to, or failure by the Company to comply with, these laws and regulations could have a significant impact on the Company’s business and operations.

 

The Company is subject to, and must comply with, various laws and regulations, including, but not limited to, the product-related and other regulations of the FAA and the EASA, U.S. government procurement regulations, the rules and regulations of the SEC, and local, state, federal, and international tax codes, import and export controls and customs laws, employment and employment-related laws, environmental laws, intellectual property laws, and consumer protection statutes. Failure to comply with all applicable laws could result in investigation and remediation costs to the Company and could adversely impact the operations and profits of the Company. In addition, the evolving and at times overlapping regulatory regimes to which the Company is subject may change at any time, including as a result of the upcoming change in the U.S. presidential administration. Any changes to existing laws or regulations, or the adoption of new laws or regulations, could increase our compliance costs and operating costs. In addition, failure to timely comply with regulatory changes could cause payments to be withheld and/or an impact on future business.

 

The economic effects of “Brexit” may affect relationships with existing and future customers and could have an adverse impact on our business, financial condition, operating results and cash flows.

 

In June 2016, the United Kingdom (the “U.K.”) held a referendum in which voters approved an exit from the European Union (“E.U.”), commonly referred to as “Brexit.” On January 31, 2020, the U.K. officially left the E.U. pursuant to Brexit, with a transitional period during which the U.K. remains bound to the E.U.’s rules and regulations, which is set to expire on December 31, 2020. The ultimate impact on the Company’s business as a result of Brexit will depend, in part, on the outcome of tariff, trade, regulatory and other negotiations and on the ultimate manner and timing of the U.K.’s final withdrawal from the E.U. following the transitional period.

 

As a result of the referendum, the global markets and currencies have been adversely impacted, including a sharp decline in the value of the British pound as compared to the U.S. dollar. A potential devaluation of the local currencies of our international customers relative to the U.S. dollar may impair the purchasing power of our international customers and could cause international customers to decrease their volume of orders or cancel orders completely.

 

Brexit may also lead to legal uncertainty and potentially divergent national laws and regulations as the U.K. determines which E.U. laws to replace or replicate, and those laws and regulations may be cumbersome, difficult or costly in terms of compliance. Any of these effects of Brexit, among others, could adversely affect our business, financial condition, operating results and cash flows.

 

Volatility and weakness in capital markets may adversely affect credit availability and related financing costs, which could adversely affect IS&S.

 

Bank and capital markets can experience periods of volatility and disruption. During these periods of volatility and disruption, risks to IS&S include:

 

·declines in revenues and profitability from reduced orders, payment delays or other factors caused by the economic problems of customers;
·reprioritization of government spending away from defense programs in which IS&S participates;
·reduced access to credit sources; and
·disruptions in supplies associated with any financial constraints faced by vendors.

 

22

 

 

If the Company fails to maintain an effective system of internal control over financial reporting, it may not be able to accurately report its financial condition, results of operations or cash flows, which may adversely affect investor confidence in the Company and, as a result, the value of the Company’s common stock.

 

The Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”) requires, among other things, that the Company maintain effective internal control over financial reporting and disclosure controls and procedures. Under Section 404 of the Sarbanes-Oxley Act, the Company is required to furnish a report by management on, among other things, the effectiveness of the Company’s internal control over financial reporting. This assessment must include disclosure of any material weaknesses identified by management in the Company’s internal control over financial reporting. A material weakness is a control deficiency, or combination of control deficiencies, in internal control over financial reporting that results in more than a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis. Section 404 of the Sarbanes-Oxley Act also generally requires an attestation from the Company’s independent registered public accounting firm on the effectiveness of the Company’s internal control over financial reporting.

 

The Company’s compliance with Section 404 requires that it compile the system and process documentation necessary to perform an appropriate evaluation. During the evaluation and testing process, if the Company identifies one or more material weaknesses in its internal control over financial reporting, it will be unable to assert that its internal control over financial reporting is effective. The Company cannot assure you that there will not be material weaknesses or significant deficiencies in its internal control over financial reporting in the future. Any failure to maintain internal control over financial reporting could severely inhibit the Company’s ability to accurately report its financial condition, results of operations or cash flows. If the Company is unable to conclude that its internal control over financial reporting is effective, or if its independent registered public accounting firm determines the Company has a material weakness or significant deficiency in its internal control over financial reporting once that firm begin its reviews, the Company could lose investor confidence in the accuracy and completeness of its financial reports, the market price of its common stock could decline, and it could be subject to sanctions or investigations by NASDAQ, the Securities and Exchange Commission or other regulatory authorities. Failure to remedy any material weakness in the Company’s internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict the Company’s future access to the capital markets.

 

Item 1B. Unresolved Staff Comments.

 

None

 

Item 2. Properties.

 

In fiscal 2001, IS&S purchased 7.5 acres of land in the Eagleview Corporate Park in Exton, Pennsylvania. Shortly thereafter, the Company constructed a 45,000 square foot design, manufacturing and office facility on this site. Land development approval allows for expansion of up to 20,400 square feet. Such expansion would provide for a 65,400 square foot facility which the Company believes is adequate to meet the needs of the Company for the foreseeable future.

 

The Company also occupies approximately 8,358 square feet of office and warehouse space in Exton, Pennsylvania under a lease expiring March, 2021. The Company’s current annual lease expense for this property is approximately $72,000.

 

The Company leases two separate hangars to house the Company’s airplanes in New Castle County, Delaware under month to month leases. The annual lease expense for both hangars is approximately $51,000.

 

Item 3. Legal Proceedings.

 

In the ordinary course of business, IS&S is at times subject to various legal proceedings and claims. The Company does not believe any such matters that are currently pending will, individually or in the aggregate, have a material effect on the results of operations or financial position.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

23

 

 

PART II

 

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters, and Issuer purchases of Equity Securities.

 

The Company’s common stock has been traded on the NASDAQ Global Market tier of the NASDAQ Stock Market, LLC under the symbol “ISSC” since its initial public offering on August 4, 2000.

 

On November 24, 2020, there were 10 holders of record of the shares of outstanding common stock. This total does not reflect beneficial shareholders who hold their stock in nominee or “street” name through brokerage firms.

 

On September 4, 2020, the Company’s Board of Directors declared a special cash dividend in the amount of $0.65 per share, payable on October 1, 2020 to shareholders of record as of the close of business on September 15, 2020. The total dividend payment was approximately $11.2 million. The estimated tax characteristic of the dividend per share as of the date hereof is 35% ordinary income and 65% return of capital. This estimate may not be representative of the actual tax characteristic of dividends for the full year. The Company’s Board of Directors has declared an additional special cash dividend subsequent to September 30, 2020, as further described in Note 19, “Subsequent Events,” to the consolidated financial statements, which once paid will affect this estimate. Please refer to Note 19, “Subsequent Events,” for additional information.

 

The Company did not pay dividends in fiscal 2019 or fiscal 2018. The declaration and payment of any dividend in the future will be at the discretion of the Company’s Board of Directors.

 

The graph below shows the cumulative shareholder return on $100 invested at the market close on September 30, 2015 through and including September 30, 2020, the last trading day before the end of the Company’s most recently completed fiscal year, with the cumulative total return over the same time period of the same amount invested in the NASDAQ Composite Index, the Russell 2000 Index, and the Dow Jones US Aerospace & Defense Index.

 

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among Innovative Solutions and Support, Inc., the NASDAQ Composite Index,
the Russell 2000 Index and the Dow Jones US Aerospace & Defense Index

 

 

*$100 invested on 9/30/15 in stock or index, including reinvestment of dividends.

Fiscal year ending September 30.

 

Copyright© 2020 S&P Dow Jones Indices LLC, a division of S&P Global. All rights reserved.

Copyright© 2020 Russell Investment Group. All rights reserved.

 

    9/15    9/16    9/17    9/18    9/19    9/20 
Innovative Solutions and Support, Inc.   100.00    117.71    134.32    93.73    173.43    273.43 
NASDAQ Composite   100.00    116.42    144.00    180.24    181.19    255.40 
Russell 2000   100.00    115.47    139.42    160.66    146.38    146.95 
Dow Jones US Aerospace & Defense   100.00    116.78    168.16    208.05    222.09    160.63 

 

24 

 

 

Item 6. Selected Consolidated Financial Data.

 

The following tables present portions of the Company’s consolidated financial statements. The following selected consolidated financial data set forth below should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes to the consolidated financial statements appearing elsewhere herein. The selected statement of operations data for the fiscal years ended September 30, 2020, 2019 and 2018 and the balance sheet data as at September 30, 2020 and 2019 are derived from the Company’s audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. The selected statements of operations data for the fiscal years ended September 30, 2017 and 2016 and the balance sheet data as at September 30, 2018, 2017 and 2016 are extracted from the Company’s audited consolidated financial statements that are not included in this Annual Report on Form 10-K.

 

 

   Fiscal year ended September 30, 
   2020   2019   2018   2017   2016 
Statements of Operations Data:                         
Net sales  $21,595,199   $17,572,589   $13,850,372   $16,786,674   $27,969,703 
Cost of sales   9,793,224    7,676,119    7,311,923    8,668,348    11,482,323 
Gross profit   11,801,975    9,896,470    6,538,449    8,118,326    16,487,380 
Research and development   2,955,976    2,489,806    3,575,801    4,456,657    4,873,328 
Selling, general and administrative   6,100,545    5,877,920    6,674,187    3,739,234    9,170,865 
Total operating expenses   9,056,521    8,367,726    10,249,988    8,195,891    14,044,193 
Operating income (loss)   2,745,454    1,528,744    (3,711,539)   (77,565)   2,443,187 
Interest income   154,950    249,620    53,561    35,888    33,504 
Other income   60,497    73,737    67,724    4,858,224    78,440 
Income (loss) before income taxes   2,960,901    1,852,101    (3,590,254)   4,816,547    2,555,131 
Income tax (benefit) expense   (308,882)   1,805    63,651    247,920    568,330 
Net Income (loss)  $3,269,783   $1,850,296   $(3,653,905)  $4,568,627   $1,986,801 
                          
Net income (loss) per common share:                         
Basic  $0.19   $0.11   $(0.22)  $0.27   $0.12 
Diluted  $0.19   $0.11   $(0.22)  $0.27   $0.12 
                          
Cash dividends declared per common share  $0.65   $-   $-   $-   $- 
                          
Weighted average shares outstanding:                         
Basic   16,939,302    16,867,550    16,805,991    16,742,461    16,927,055 
Diluted   17,114,191    16,942,447    16,805,991    16,855,644    17,039,296 

 

   As of September 30, 
   2020   2019   2018   2017   2016 
Balance Sheet Data:                         
Cash and cash equivalents  $12,603,967   $22,416,830   $20,390,713   $24,680,301   $18,767,661 
Restricted Cash   11,180,900    -    -    -    - 
Working capital   19,473,305    27,739,070    25,315,334    30,819,796    25,796,195 
Total assets   41,545,837    38,557,025    37,633,678    41,037,764    36,488,969 
Total shareholders' equity   27,769,031    36,208,152    34,154,470    37,608,380    32,848,004 

 

25

 

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

The following discussion and analysis should be read in conjunction with “Selected Consolidated Financial Data” and the consolidated financial statements and related notes included in this report.

 

Overview

 

Innovative Solutions and Support, Inc. (the “Company,” “IS&S”, “we” or “us”) was incorporated in Pennsylvania on February 12, 1988. The Company operates in one business segment as a systems integrator that designs, develops, manufactures, sells, and services, air data equipment, engine display systems, standby equipment, primary flight guidance, autothrottles and cockpit display systems for retrofit applications and original equipment manufacturers (“OEMs”). The Company supplies integrated Flight Management Systems (“FMS”), Flat Panel Display Systems (“FPDS”), FPDS with Autothrottle, air data equipment, Integrated Standby Units (“ISU”), ISU with Autothrottle and advanced Global Positioning System (“GPS”) receivers that enable reduced carbon footprint navigation.

 

The Company has continued to position itself as a system integrator, which provides the Company with the capability and potential to generate more substantive orders over a broader product base. This strategy, as both a manufacturer and integrator, is designed to leverage the latest technologies developed for the computer and telecommunications industries into advanced and cost-effective solutions for the general aviation, commercial air transport, United States Department of Defense (“DoD”)/governmental, and foreign military markets. This approach, combined with the Company’s industry experience, is designed to enable IS&S to develop high-quality products and systems, to reduce product time to market and to achieve cost advantages over products offered by its competitors.

 

The Company sells to both the OEM and the retrofit markets. Customers include various OEMs, commercial air transport carriers and corporate/general aviation companies, DoD and its commercial contractors, aircraft operators, aircraft modification centers, government agencies, and foreign militaries. Occasionally, IS&S sells its products directly to DoD; however, the Company sells its products primarily to commercial customers for end use in DoD programs. Sales to defense contractors are generally made on commercial terms, although some of the termination and other provisions of government contracts are applicable to these contracts. The Company’s retrofit projects are generally pursuant to either a direct contract with a customer or a subcontract with a general contractor to a customer (including government agencies).

 

Cost of sales related to product sales comprises material, components and third-party avionics purchased from suppliers, direct labor, and overhead costs. Many of the components are standard, although certain parts are manufactured to meet IS&S specifications. The overhead portion of cost of sales primarily comprises salaries and benefits, building occupancy costs, supplies, and outside service costs related to production, purchasing, material control, and quality control. Cost of sales includes warranty costs.

 

Cost of sales related to Engineering Development Contracts (“EDC”) sales comprises engineering labor, consulting services, and other costs associated with specific design and development projects. These costs are incurred pursuant to contractual arrangements and are accounted for typically as contract costs within cost of sales, with the reimbursement accounted for as a sale in accordance with the percentage-of-completion method or completed contract method of accounting. Company funded research and development (“R&D”) expenditures relate to internally-funded efforts for the development of new products and the improvement of existing products. These costs are expensed as incurred and reported as R&D expenses. The Company intends to continue investing in the development of new products that complement current product offerings and to expense associated R&D costs as they are incurred.

 

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

 

IS&S sells its products to agencies of the United States and foreign governments, aircraft operators, aircraft modification centers, and OEMs. Customers have been and may continue to be affected by changes in economic conditions both in the United States and abroad. Such changes may cause customers to curtail or delay their spending on both new and existing aircraft. Factors that can impact general economic conditions and the level of spending by customers include, but are not limited to, the impact of the ongoing COVID-19 pandemic, general levels of consumer spending, increases in fuel and energy costs, conditions in the real estate and mortgage markets, labor and healthcare costs, access to credit, consumer confidence, and other macroeconomic factors that affect spending behavior. Furthermore, spending by government agencies may be reduced in the future if tax revenues decline. If customers curtail or delay their spending or are forced to declare bankruptcy or liquidate their operations because of adverse economic conditions, the Company’s revenues and results of operations would be affected adversely. For example, earlier in the 2020 fiscal year, certain of the Company’s customers temporarily suspended product deliveries as a result of the COVID-19 pandemic, and while these deliveries subsequently resumed, there is a possibility that the COVID-19 pandemic will result in other suspensions, delays or order cancellations by the Company’s customers or suppliers.

 

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In particular, the ongoing COVID-19 pandemic is a significant event, driver of market trends, and source of uncertainty that may ultimately have a direct or indirect material impact on the Company’s business, financial position, liquidity, or ability to service customers or maintain critical operations. In direct response to the COVID-19 pandemic, the Company has taken specific actions to ensure the safety of its employees, including increased safety measures and the transitioning of many employees to remote work.

 

Results of Operations

 

The following table sets forth statements of operations data expressed as a percentage of total net sales for the fiscal years indicated:

 

   Twelve Months Ending September 30, 
Net sales:  2020   2019   2018 
Product   96.3%   92.0%   97.1%
Engineering development contracts   3.7%   8.0%   2.9%
Total net sales   100.0%   100.0%   100.0%
                
Cost of sales:               
Product   44.3%   40.1%   51.4%
Engineering development contracts   1.0%   3.6%   1.4%
Total cost of sales   45.3%   43.7%   52.8%
                
Gross profit   54.7%   56.3%   47.2%
                
Operating expenses:               
Research and development   13.7%   14.2%   25.8%
Selling, general and administrative   28.2%   33.4%   48.2%
Total operating expenses   41.9%   47.6%   74.0%
                
Operating income (loss)   12.8%   8.7%   (26.8%)
                
Interest income   0.7%   1.4%   0.4%
Other income   0.3%   0.4%   0.5%
                
Income (loss) before income taxes   13.8%   10.5%   (25.9%)
                
Income tax (benefit) expense   (1.3%)   0.0%   0.5%
                
Net income (loss)   15.1%   10.5%   (26.4%)

 

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Fiscal Year Ended September 30, 2020 Compared to Fiscal Year Ended September 30, 2019

 

Net sales. Net sales for fiscal 2020 increased $4.0 million, or 22.9%, to $21.6 million from $17.6 million for fiscal 2019. For fiscal 2020, product sales increased $4.6 million and EDC sales decreased $0.6 million, in each case, compared to fiscal 2019. This increase in product sales primarily reflects increased shipments for OEM programs to general aviation customers, shipments under the U.S. Navy F-5 production contract and increased shipments of displays for retrofit programs to other military customers. These increases were partially offset by reduced shipments of displays for retrofit programs to commercial transport customers compared to fiscal 2019. The decrease in EDC sales was primarily the result of the completion of a development contract for a new air data computer for the U.S. Navy F-5 aircraft and the completion of a development contract in 2019 for a foreign customer on the P-3 aircraft.,

 

Cost of sales. Cost of sales was $9.8 million or 45.3% of net sales, for fiscal 2020 compared to $7.7 million, or 43.7% of net sales, in fiscal 2019. The increase in cost of sales was primarily the result of an increase in product sales volume. The Company’s overall gross margin in fiscal 2020 was 54.7% compared to 56.3% in fiscal 2019. The fiscal 2020 gross margin percentage decrease reflects increased warranty costs and material costs which was partially offset by an increase in gross margin on EDC programs to 71.5% in fiscal 2020 as compared to 54.7% in fiscal 2019.

 

Research and development. R&D expense was $3.0 million for fiscal 2020 and $2.5 million for fiscal 2019. R&D expense decreased to 13.7% of net sales in fiscal 2020 compared to 14.2% of net sales in fiscal 2019. R&D expense in fiscal 2020 was $0.5 million greater than fiscal 2019. This decrease in R&D expense resulted primarily from increased personnel, related benefits and the reduction of EDC contract activity whose costs are reflected in cost of sales rather than R&D expense.

 

Selling, general, and administrative (“SG&A”). SG&A expense increased $0.2 million or 3.8% to $6.1 million or 28.2% of net sales, for fiscal 2020 from $5.9 million, or 33.4%, for fiscal 2019. The increase in SG&A expense was primarily the result of increased personnel costs and related benefits.

 

Interest income, net. Net interest income of $155,000 in fiscal 2020 decreased by $95,000 as compared to fiscal 2019 interest income of $250,000. The decrease in interest income was primarily the result of lower interest rates in fiscal 2020 as compared to fiscal 2019.

 

Other income. Other income is primarily composed of royalties earned and decreased by $14,000, to $60,000 in fiscal 2020 from $74,000 in fiscal 2019.

 

Income taxes. Income tax benefit for the fiscal 2020 was $309,000 as compared to income tax expense of $2,000 for fiscal 2019. The effective tax rate benefit for fiscal 2020 was 10.43% and differs from the statutory rate due to the passing of the CARES Act on March 27, 2020 which allowed for the carryback of the 2018 net operating loss (“NOL”) to fiscal 2017 and fiscal 2016.

 

Net income. As a result of the factors described above, the Company’s net income for fiscal 2020 was $3.3 million compared to net income of $1.9 million for fiscal 2019. On a fully diluted basis, net income per share was $0.19 for fiscal 2020, compared to a net income of $0.11 per share for fiscal 2019.

 

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Fiscal Year Ended September 30, 2019 Compared to Fiscal Year Ended September 30, 2018

 

Net sales. Net sales for fiscal 2019 increased $3.7 million, or 26.9%, to $17.6 million from $13.9 million for fiscal 2018. For fiscal 2019, product sales increased $2.7 million and EDC sales increased $1.0 million, in each case, compared to fiscal 2018. This increase primarily reflects increased shipments for an OEM program to a general aviation customer and displays for retrofit programs to commercial transport customers compared to fiscal 2018. The increase in EDC sales was primarily the result of a development contract for a new air data computer for the U.S. Navy F-5 aircraft.

 

Cost of sales. Cost of sales was $7.7 million or 43.7% of net sales, for fiscal 2019 compared to $7.3 million, or 52.8% of net sales, in fiscal 2018. The increase in cost of sales was primarily the result of an increase in product sales volume. The Company’s overall gross margin in fiscal 2019 was 56.3% compared to 47.2% in fiscal 2018. The fiscal 2019 gross margin increase reflects higher product gross margin primarily as a result of increased coverage of fixed costs due to increased product sales volume. The overall gross margin increase was also impacted by an increase in gross margin on EDC programs, from 52.2% in fiscal 2018 to 54.7% in fiscal 2019.

 

Research and development. R&D expense was $2.5 million for fiscal 2019 and $3.6 million for fiscal 2018. R&D expense decreased to 14.2% of net sales in fiscal 2019 compared to 25.8% of net sales in fiscal 2018. R&D expense in fiscal 2019 was $1.1 million less than fiscal 2018. This decrease in R&D expense resulted primarily from reduced personnel and consultant costs in fiscal 2019. In addition, in fiscal 2019, EDC programs required a shift of engineering resources from internal R&D.

 

Selling, general, and administrative (“SG&A”). SG&A expense decreased $0.8 million or 11.9% to $5.9 million or 33.4% of net sales, for fiscal 2019 from $6.7 million, or 48.2%, for fiscal 2018. The decrease in SG&A expense was primarily the result of reduced legal, personnel and consultant costs.

 

Interest income, net. Net interest income increased by $196,000 to $250,000 for fiscal 2019 from $54,000 for fiscal 2018. The increase in interest income was mainly a result of higher interest rates in fiscal 2019 compared to fiscal 2018.

 

Other income. Other income is primarily composed of royalties earned and increased by $6,000, to $74,000 in fiscal 2019 from $68,000 in fiscal 2018.

 

Income taxes. Income tax expense for the fiscal 2019 was $2,000 as compared to income tax expense of $64,000 for fiscal 2018. The effective tax rate for fiscal 2019 was 0.10% and differs from the statutory rate mostly due to a decrease in the deferred tax valuation allowance of approximately $375,000. The majority of this change in valuation allowance was a result of NOL usage. The Tax Act permits an indefinite carryforward period for NOLs.

 

Net income. As a result of the factors described above, the Company’s net income for fiscal 2019 was $1.9 million compared to net loss of $3.7 million for fiscal 2018. On a fully diluted basis, net income per share was $0.11 for fiscal 2019, compared to a net loss of $0.22 per share for fiscal 2018.

 

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Liquidity and Capital Resources

 

The following table highlights key financial measurements of the Company:

 
   September 30,   September 30, 
   2020   2019 
Cash and cash equivalents  $12,603,967   $22,416,830 
Restricted cash (1)  $11,180,900   $- 
Accounts receivable  $4,369,111   $2,348,537 
Current assets  $33,120,422   $29,958,292 
Current liabilities  $13,647,117   $2,219,222 
Contract liability  $313,365   $29,231 
Other non-current liabilities (2)  $129,689   $129,651 
Quick ratio (3)   1.24    11.16 
Current ratio (4)   2.43    13.50 
           

 

   Twelve Months Ended September 30, 
   2020   2019   2018 
Cash flow activities:               
Net cash provided by (used in) operating activities  $2,192,167   $2,107,398   $(1,740,976)
Net cash (used in) investing activities   (118,797)   (81,281)   (2,548,612)
Net cash (used in) financing activities   (705,333)   -    - 

 

 

(1)  Restricted cash in fiscal year 2020 represents the payment amount for a special cash dividend paid on October 1, 2020
(2)  Excludes contract liability
(2)  Calculated as: the sum of cash and cash equivalents plus accounts receivable, net, divided by current liabilities
(3)  Calculated as: current assets divided by current liabilities

 

The Company’s principal source of liquidity has been cash flows from current year operations and cash accumulated from prior years’ operations. Cash is used principally to finance inventory, accounts receivable, contract assets, and payroll. Apart from what has been disclosed above, management is not aware of any trends, events or uncertainties that have had or are likely to have a material impact on our liquidity, financial condition and capital resources.

 

On September 4, 2020, the Company’s Board of Directors declared a special cash dividend in the amount of $0.65 per share, payable on October 1, 2020 to shareholders of record as of the close of business on September 15, 2020. The total dividend payment was approximately $11.2 million and is included in restricted cash on the accompanying consolidated balance sheets. The estimated tax characteristic of the dividend per share as of the date hereof is 35% ordinary income and 65% return of capital. This estimate may not be representative of the actual tax characteristic of dividends for the full year. The Company’s Board of Directors has declared an additional special cash dividend subsequent to September 30, 2020, as further described in Note 19, “Subsequent Events,” to the consolidated financial statements, which once paid will affect this estimate. Please refer to Note 19, “Subsequent Events,” for additional information.

 

The Company did not pay dividends in fiscal 2019 or fiscal 2018. The declaration and payment of any dividend in the future will be at the discretion of the Company’s Board of Directors.

 

The ongoing COVID-19 pandemic is a significant event, driver of market trends, and source of uncertainty that may have a material impact on the Company’s liquidity, financial condition, capital resources, cash flows or operating results. In direct response to the COVID-19 pandemic, the Company has taken specific actions to seek to ensure the safety of its employees, including increased safety measures and the transitioning of many employees to remote work.

 

Operating Activities

 

The Company generated $2.2 million of cash in operating activities during fiscal 2020 as compared to cash generated of $2.1million during fiscal 2019. The cash generated by operating activities for the year ended September 30, 2020 was primarily generated by net income of $3.3 million, depreciation and amortization of $0.4 million and an increase in both contract liability of $0.3 million and accrued expenses of $0.2 million, partially offset by an increase in accounts receivable of $2.0 million.

 

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The Company generated $2.1 million of cash in operating activities during fiscal 2019 as compared to cash used of $1.7 million during fiscal 2018. The cash generated by operating activities for the year ended September 30, 2019 was primarily generated by net income of $1.9 million and a decrease in accounts receivable of $1.1 million, partially offset by a decrease in accounts payable of $0.5 million and accrued expenses of $0.4 million.

 

Investing Activities

 

Cash used in investing activities was $0.1 million for fiscal year 2020 and consisted of spending for production equipment and laboratory test equipment. The Company plans to continue investing in capital equipment to support engineering development efforts and operations.

 

Cash used in investing activities was $0.1 million for fiscal year 2019 and consisted of spending for production equipment and laboratory test equipment. The Company plans to continue investing in capital equipment to support engineering development efforts and operations.

 

Financing Activities

 

Cash used by financing activities was $0.7 million for fiscal year 2020 and consisted of tax withholding payments related to an employee’s cashless exercise of stock options of $0.9 million, partially offset by proceeds from exercise of stock options of $0.2 million. Cash used by financing activities was $0 for fiscal year 2019.

 

Summary

 

Future capital requirements depend upon numerous factors, including market acceptance of the Company’s products, the timing and rate of expansion of business, acquisitions, joint ventures, and other factors. IS&S has experienced increases in expenditures since its inception and anticipates that expenditures, excluding the purchase of the Hawker Beechcraft B200GT, will remain relatively constant with the levels experienced in fiscal 2019 and fiscal 2018. The Company believes that its cash and cash equivalents will provide sufficient capital to fund operations for at least the next twelve months. Further, IS&S may need to develop and introduce new or enhanced products, to respond to competitive pressures, to invest in or acquire businesses or technologies, or to respond to unanticipated requirements or developments. If insufficient funds are available, the Company may not be able to introduce new products or to compete effectively.

 

Contractual Obligations

 

The Company’s contractual obligations as of September 30, 2020 mature as follows:

 

   Payments Due by Period 
       Less than           After 5 
Contractual Obligations  Total   1 Year   1-3 Years   3-5 Years   Years 
Operating leases  $47,988   $47,988   $   $   $ 
Purchase obligations (1)   853,123    853,123             
   $901,111   $901,111   $   $   $ 

 

 

(1)A “purchase obligation” is defined as an agreement to purchase goods or services that is enforceable and legally binding on the Company and that specifies all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. These amounts are primarily composed of open purchase order commitments entered in the ordinary course of business with vendors and subcontractors pertaining to fulfillment of the Company’s current order backlog.

 

Off-Balance Sheet Arrangements

 

The Company has no off-balance sheet arrangements.

 

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Inflation

 

IS&S does not believe inflation had a material effect on its financial position or results of operations during the past three years; however, it cannot predict future effects of inflation.

 

Critical Accounting Policies

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect 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 enters into sales arrangements with customers that, in general, provide for the Company to design, develop, manufacture and deliver large flat-panel display systems, flight information computers, autothrottles and advanced monitoring systems that measure and display critical flight information, including data relative to aircraft separation, airspeed, altitude, and engine and fuel data measurements.

 

Revenue from Contracts with Customers

 

The Company adopted ASC 606 on October 1, 2018 using the modified retrospective method for all contracts not completed as of the date of adoption. The reported results for fiscal year ended September 30, 2020 and September 30, 2019 reflect the application of ASC 606 guidance while the reported results for the fiscal year ended September 30, 2018 were prepared under the guidance of ASC 605, “Revenue Recognition” (“ASC 605”), which is also referred to herein as “legacy GAAP” or the “previous guidance.” The adoption of ASC 606 represents a change in accounting principles. In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods or services. To achieve this core principle, the Company applies the following five steps:

 

1)Identify the contract with a customer

 

The Company’s contract with its customers typically is the form of a purchase order issued to the Company by its customers and, to a lesser degree, in the form of a purchase order issued in connection with a formal contract executed with a customer. For the purpose of accounting for revenue under ASC 606, a contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for goods or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer.

 

2)Identify the performance obligations in the contract

 

Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the good or service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. Most of our revenue is derived from purchases under which we provide a specific product or service and, as a result, there is only one performance obligation. In the event that a contract includes multiple promised goods or services, such as an EDC contract which includes both engineering services and a resulting product shipment, the Company must apply judgment to determine whether promised goods or services are capable of being distinct in the context of the contract. In these cases, the Company considers whether the customer could, on its own, or together with other resources that are readily available from third parties, produce the physical product using only the output resulting from the Company’s completion of engineering services. If the customer cannot produce the physical product, then the promised goods or services are accounted for as a combined performance obligation.

 

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3)Determine the transaction price

 

The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods or services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. None of the Company’s contracts as of September 30, 2020 included variable consideration.

 

4)Allocate the transaction price to performance obligations in the contract

 

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price by taking into account available information such as market conditions as well as the cost of the goods or services and the Company’s normal margins for similar performance obligations.

 

5)Recognize revenue when or as the Company satisfies a performance obligation

 

The Company satisfies performance obligations either over time or at a point in time as discussed in further detail below. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised good or service to a customer.

 

Revenue from products transferred to customers at a point in time accounted for 97% of our revenue for the fiscal year ended September 30, 2020 and is typically recognized at the time of shipment of products to the customer. The remaining revenue results from EDC contracts and is recognized over time using an input measure (e.g., costs incurred to date relative to total estimated costs at completion) to measure progress. Contract costs include material, components and third-party avionics purchased from suppliers, direct labor, and overhead costs.

 

At September 30, 2020, we had approximately $3,640,637 of remaining performance obligations, which we also refer to as total backlog. We expect to recognize approximately 100% of our remaining performance obligations as revenue over the next 12 months with the remaining balance thereafter.

 

Contract Estimates

 

Accounting for performance obligations in long-term contracts that are satisfied over time involves the use of various techniques to estimate progress towards satisfaction of the performance obligation. The Company typically measures progress based on costs incurred compared to estimated total contract costs. Contract cost estimates are based on various assumptions to project the outcome of future events that often span more than a single year. These assumptions include the amount of labor and labor costs, the quantity and cost of raw materials used in the completion of the performance obligation, and the complexity of the work to be performed.

 

As a significant change in one or more of these estimates could affect the profitability of our contracts, we review and update our contract-related estimates regularly. We recognize adjustments in estimated profit on contracts under the cumulative catch-up method. Under this method, the impact of the adjustment on profit recorded to date is recognized in the period the adjustment is identified. Revenue and profit in future periods of contract performance is recognized using the adjusted estimate. If at any time the estimate of contract profitability indicates an anticipated loss on the contract, we recognize the total loss in the quarter it is identified.

 

The impact of adjustments in contract estimates on our operating earnings can be reflected in either operating costs and expenses or revenue. The aggregate impact of adjustments in contract estimates did not change our revenue and operating earnings (and diluted earnings per share) for the fiscal year ended September 30, 2020. Therefore, no adjustment on any contract was material to our consolidated financial statements for the fiscal year ended September 30, 2020.

 

Financial Statement Impact of Adopting ASC 606

 

The Company adopted ASC 606 using the modified retrospective method. The adoption resulted in no adjustment to the Company’s retained earnings as of the adoption date, and there were no significant changes in the Company’s consolidated statements of operations for the fiscal year ended September 30, 2020 as a result of the adoption of ASC 606 on October 1, 2018 compared to if the Company had continued to recognize revenues under previous guidance. Additionally, there was no change to the Company’s assets or liabilities as of September 30, 2019 as a result of the adoption of ASC 606 on October 1, 2018 compared to if the Company had continued to recognize revenues under previous guidance. The adoption of ASC 606 had no impact on the Company’s cash flows from operations.

 

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Contract Balances

 

Contract assets consist of the right to consideration in exchange for product offerings that we have transferred to a customer under the contract. Contract liabilities primarily relate to consideration received in advance of performance under the contract.

 

Customer Service Revenue

 

The Company enters into sales arrangements with customers for the repair or upgrade of its various products that are not under warranty. The Company’s customer service revenue and cost of sales are included in product sales and product cost of sales, respectively, on the accompanying consolidated statements of operations.

 

Income taxes

 

Income taxes are recorded in accordance with ASC Topic 740, “Income Taxes” (“ASC Topic 740”), which utilizes a balance sheet approach to provide for income taxes. Under this method, 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, liabilities, and expected benefits of utilizing NOLs and tax credit carry-forwards. The impact on deferred taxes of changes in tax rates and laws, if any, are applied to the years during which temporary differences are expected to be settled, and are reflected in the consolidated financial statements in the period of enactment. At the end of each interim reporting period, the Company prepares an estimate of the annual effective income tax rate and applies that annual effective income tax rate to ordinary year-to-date pre-tax income for the interim period. Specific tax items discrete to a particular quarter are recorded in income tax expense for that quarter. The estimated annual effective tax rate used in providing for income taxes on a year-to-date basis may change in subsequent periods.

 

Deferred tax assets are reduced by a valuation allowance if, based on the consideration of all available evidence, it is more likely than not that some portion of the deferred tax asset will not be realized. Significant weight is given to evidence that can be verified objectively, and significant management judgment is required in determining any valuation allowance recorded against net deferred tax assets. The Company evaluates deferred income taxes on a quarterly basis to determine if a valuation allowance is required by considering available evidence. Deferred tax assets are recognized when expected future taxable income is sufficient to allow the related tax benefits to reduce taxes that would otherwise be payable. The sources of taxable income that may be available to realize the benefit of deferred tax assets are future reversals of existing taxable temporary differences, future taxable income exclusive of reversing temporary differences and credit carryforwards, taxable income in carry-back years, and tax planning strategies which are both prudent and feasible. The Company’s current balance of the deferred tax valuation allowance is recorded against all of its federal and state deferred tax assets. The Company will continue to assess all available evidence during future periods to evaluate any changes to the realization of its deferred tax assets. If the Company were to determine that it would be able to realize additional federal or state deferred tax assets in the future, it would make an adjustment to the valuation allowance which would reduce the provision for income taxes.

 

The accounting for uncertainty in income taxes requires a more likely than not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. The Company records a liability for the difference between the (i) benefit recognized and measured for financial statement purposes and (ii) the tax position taken or expected to be taken on the Company’s tax return. To the extent that the Company’s assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. The Company has elected to record any interest or penalties associated with uncertain tax positions as income tax expense.

 

The Company files a consolidated U.S. federal income tax return. The Company prepares and files tax returns based on the interpretation of tax laws and regulations, and records estimates based on these judgments and interpretations. In the normal course of business, the tax returns are subject to examination by various taxing authorities. Such examinations may result in future tax and interest assessments by these taxing authorities, and the Company records a liability when it is probable that there will be an assessment. The Company adjusts the estimates periodically as a result of ongoing examinations by and settlements with the various taxing authorities, and changes in tax laws, regulations and precedent. The consolidated tax provision of any given year includes adjustments to prior years’ income tax accruals that are considered appropriate, and any related estimated interest. Management believes that it has made adequate accruals for income taxes. Differences between estimated and actual amounts determined upon ultimate resolution, individually or in the aggregate, are not expected to have a material effect on the Company’s consolidated financial position, but could possibly be material to its consolidated results of operations or cash flow of any one period.

 

On December 22, 2017, the U.S. government enacted the Tax Act, which made broad and complex changes to the U.S. tax code, including, but not limited to, (1) reducing the U.S. federal corporate tax rate from 34 percent to 21 percent; (2) bonus depreciation that will allow for full expensing of qualified property; (3) elimination of the corporate alternative minimum tax (“AMT”) and changing how existing AMT credits can be realized; (4) a new limitation on deductible interest expense; (5) the repeal of the domestic production activity deduction; and (6) limitations on NOLs generated after December 31, 2017, to 80 percent of taxable income.

 

34 

 

 

The Tax Act reduced the corporate tax rate to 21 percent, effective January 1, 2018. Consequently, we recorded a provisional adjustment to decrease related to DTAs and DTLs with a corresponding net adjustment to deferred income tax expense of $321,038 for the period ended December 31, 2017. This expense is offset fully by a change in the valuation allowance.

 

In March 2020, in response to the COVID-19 pandemic, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law to provide emergency assistance to affected individuals, families, and businesses. The CARES Act provides numerous tax provisions and other stimulus measures, including temporary changes regarding the prior and future utilization of NOLs. The CARES Act amends the NOL provisions of the Tax Act, allowing for the carryback of losses arising in tax years beginning before December 31, 2017, to each of the two taxable years preceding the taxable year of loss. Approximately $1,500,000 of pre-tax NOL was carried back two years to fully offset taxable income. This carryback frees up previously utilized R&D credits, resulting in an estimated increase in R&D credit carryforward of $196,000. The carryback created approximately $16,000 of AMT tax, which was refunded. The cash impact of this carryback was $309,412.

 

Inventory valuation

 

The Company values inventory at the lower of cost (first-in, first-out) or net realizable value. Inventories are written down for estimated obsolescence equal to the difference between inventory cost and estimated net realizable value based on a combination of historical usage and assumptions based on expected usage related to estimated future customer and market demands. The Company’s method of valuing inventory contains uncertainties because the calculation requires management to consider inventory aging, to make assumptions regarding expected usage, and to apply judgments on forecasted future demand, market conditions, and technological obsolescence. If actual future demand or market conditions are less favorable than those projected by management, additional inventory write-down may be required.

 

Share-based compensation

 

The Company accounts for share-based compensation under ASC Topic 718, “Stock Compensation” (“ASC Topic 718”), which requires the Company to measure the cost of employee or non-employee director services received in exchange for an award of equity instruments based on the grant-date fair value of the award using an option pricing model. The Company recognizes such cost over the period during which an employee or non-employee director is required to provide service in exchange for the award.

 

Accordingly, adoption of ASC Topic 718’s fair value method results in recording compensation costs under the Company’s stock based compensation plans. The Company determined the fair value of its stock option awards at the date of grant using the Black-Scholes option pricing model. Option pricing models and generally accepted valuation techniques require management to make assumptions and to apply judgment to determine the fair value of its awards. These assumptions and judgments include estimating future volatility of the Company’s stock price, expected dividend yield, future employee turnover rates, and future employee stock option exercise behaviors. Changes in these assumptions can materially affect fair value estimates. The Company does not believe that a reasonable likelihood exists that there will be a material change in future estimates or assumptions used to determine share-based compensation expense. However, if actual results are not consistent with the Company’s estimates or assumptions, the Company would adjust its estimates. Such adjustments could have a material impact on the Company’s financial position.

 

Warranty reserves

 

The Company offers warranties on some products of various lengths, however the standard warranty period is twenty-four months. At the time of shipment, the Company establishes a reserve for estimated costs of warranties based on its 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 affect warranty cost. If actual warranty costs differ from the Company’s estimated amounts, future results of operations could be affected adversely. Warranty cost is recorded as cost of sales, and the reserve balance recorded as an accrued expense. While the Company maintains product quality programs and processes, its warranty obligation is affected by product failure rates and the related corrective costs. If actual product failure rates and/or corrective costs differ from the estimates, the Company revises the estimated warranty liability accordingly.

 

Self-insurance reserves

 

Since January 1, 2014, the Company has self-insured a significant portion of its employee medical insurance. The Company maintains a stop-loss insurance policy that limits its losses both on a per employee basis and an aggregate basis. Liabilities associated with the risks that are retained by the Company are estimated based upon actuarial assumptions such as historical claims experience and demographic factors. The Company estimated the total medical claims incurred but not reported and the Company believes that it has adequate reserves for these claims at September 30, 2020 and 2019. However, the actual value of such claims could be significantly affected if future occurrences and claims differ from these assumptions. At September 30, 2020 and 2019, the estimated liability for medical claims incurred but not reported was $48,200 and $55,700, respectively. The Company has recorded the excess of funded premiums over estimated claims incurred but not reported of $225,200 as a current asset in the accompanying consolidated balance sheet. During the year ended September 30, 2020, the Company has used the excess of funded premiums to reduce amounts payable for claims incurred.

 

35 

 

 

Treasury Stock

 

We account for treasury stock purchased under the cost method and include treasury stock as a component of stockholders’ equity. Treasury stock purchased with intent to retire (whether or not the retirement is actually accomplished) is charged to common stock.

 

Subsequent Events

 

On December 10, 2020, the Company’s Board of Directors declared a special cash dividend in the amount of $0.50 per share, payable on or about December 30, 2020 to shareholders of record as of the close of business on December 21, 2020. The declaration and payment of any dividend in the future will be at the discretion of the Company’s Board of Directors. See Note 19, “Subsequent Events,” to the consolidated financial statements for additional information.

 

New Accounting Pronouncements

 

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” which provides a single, comprehensive revenue recognition model for all contracts with customers, and contains principles to determine the measurement of revenue and timing of when it is recognized. The model will supersede most existing revenue recognition guidance, and also requires enhanced revenue-related disclosures. Under the new standard and its related amendments (collectively known as “ASC 606”), revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized will reflect the consideration that the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.

 

The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (modified retrospective method). We adopted this guidance on October 1, 2018 using the modified retrospective method. See Note 3, “Financial Statement Impact of Adopting ASC 606,” to the consolidated financial statements for a discussion of the impact resulting from the adoption of this guidance.

 

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842)” (“ASU 2016-02”) as modified, which replaces existing leasing rules with a comprehensive lease measurement and recognition standard and expanded disclosure requirements. ASU 2016-02 will require lessees to recognize most leases on their balance sheets as liabilities, with corresponding “right-of-use” assets and is effective for annual reporting periods beginning after December 15, 2018, subject to early adoption. For income statement recognition purposes, leases will be classified as either a finance or an operating lease without relying upon the bright-line tests under current GAAP. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that we may elect to apply. These practical expedients relate to the identification and classification of leases that commenced before the effective date, initial direct costs for leases that commenced before the effective date, and the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset. An entity that elects to apply the practical expedients will, in effect, continue to account for leases that commence before the effective date in accordance with previous GAAP unless the lease is modified, except that lessees are required to recognize a right-of-use asset and a lease liability for all operating leases at each reporting date based on the present value of the remaining minimum rental payments that were tracked and disclosed under previous GAAP. We adopted ASU 2016-02 effective October 1, 2019 using the required modified retrospective approach. See Note 18, “Lease Recognition,” to the consolidated financial statements for a discussion of the impact resulting from the adoption of this guidance.

 

In June 2016, FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instrument (“ASU 2016-13”). ASU 2016-13 replaces the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for SEC small business filers for fiscal years beginning after December 15, 2022. Management is currently assessing the impact ASU 2016-13 will have on the Company.

 

In June 2018, the FASB issued ASU 2018-07, “Stock-based Compensation: Improvements to Nonemployee Share-based Payment Accounting,” (“ASU 2018-07”) which amends the existing accounting standards for share-based payments to nonemployees. This ASU aligns much of the guidance on measuring and classifying nonemployee awards with that of awards to employees. Under the new guidance, the measurement of nonemployee equity awards is fixed on the grant date. This ASU becomes effective in the first quarter of fiscal year 2019 and early adoption is permitted but no earlier than an entity’s adoption date of Topic 606. Entities will apply the ASU by recognizing a cumulative-effect adjustment to retained earnings as of the beginning of the annual period of adoption. We adopted ASU 2018-07 effective October 1, 2018 and the implementation had no material impact on the consolidated financial statements.

 

36 

 

 

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement,” (“ASU 2018-13”) which modifies the disclosures on fair value measurements by removing the requirement to disclose the amount and reason for transfers between Level 1 and Level 2 of the fair value hierarchy and the policy for timing of such transfers. The ASU expands the disclosure requirements for Level 3 fair value measurements, primarily focused on changes in unrealized gains and losses included in other comprehensive income. For public entities, the standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for any removed or modified disclosures and adoption of the additional disclosures can be delayed until the effective date. The Company does not currently expect the adoption of ASU 2018-13 to have a material impact on its consolidated financial statements.

 

As new accounting pronouncements are issued, we will adopt those that are applicable.

 

Business Segments

 

The Company operates in one business segment as a systems integrator that designs, develops, manufactures, sells, and services flight guidance and cockpit display systems for OEMs and retrofit applications. Customers include various OEMs, commercial air transport carriers and corporate/general aviation companies, DoD and its commercial contractors, aircraft operators, aircraft modification centers, government agencies, and foreign militaries. The Company currently derives the majority of its revenues from the sale of this equipment and related EDC services. Most of the Company’s sales, operating results and identifiable assets are generated in the United States. In fiscal years 2020, 2019 and 2018 net sales outside the United States amounted to $9.4 million, $7.5 million and $4.7 million, respectively.

 

Item 7A. 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. The Company’s cash equivalents consist of funds invested in money market funds, which bear interest at a variable rate. The Company does not participate in interest rate hedging. A change in interest rates earned on the Company’s cash equivalents would impact interest income and cash flows, but would not impact the fair market value of the underlying instruments. Assuming that the balances during fiscal 2020 were to remain constant and that the Company did not act to alter the existing interest rate sensitivity, a hypothetical 1% increase in variable interest rates would have affected interest income by approximately $165,000. This would result in a net impact on cash of approximately $165,000 for fiscal 2020.

 

Item 8. Financial statements and supplementary data.

 

The financial statements of Innovative Solutions and Support, Inc. listed in the index appearing under Item 8 herein are filed as part of this Report.

 

37 

 

 

Innovative Solutions and Support, Inc.

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

  Page
Report of Independent Registered Public Accounting Firm 39
Consolidated Balance Sheets 40
Consolidated Statements of Operations 41
Consolidated Statements of Shareholders’ Equity 42
Consolidated Statements of Cash Flows 43
Notes to Consolidated Financial Statements 44-63

 

38 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Board of Directors and Shareholders

Innovative Solutions & Support Inc.

 

Opinion on the financial statements

 

We have audited the accompanying consolidated balance sheets of Innovative Solutions & Support, Inc. (a Pennsylvania corporation) and subsidiaries (the “Company”) as of September 30, 2020 and 2019, the related consolidated statements of operations, changes in shareholders’ equity, and cash flows for each of the three years in the period ended September 30, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2020, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

/s/ GRANT THORNTON LLP

 

We have served as the Company’s auditor since 2014.

 

Philadelphia, Pennsylvania

December 22, 2020

 

39 

 

 

INNOVATIVE SOLUTIONS AND SUPPORT, INC.

 

CONSOLIDATED BALANCE SHEETS

 

  September 30,   September 30, 
  2020   2019 
ASSETS        
Current assets          
Cash and cash equivalents  $12,603,967   $22,416,830 
Restricted Cash   11,180,900    - 
Accounts receivable   4,369,111    2,348,537 
Contract asset   -    80,182 
Inventories   4,291,335    4,470,694 
Prepaid expenses and other current assets   675,109    642,049 
          
Total current assets   33,120,422    29,958,292 
          
Property and equipment, net   8,175,872    8,444,692 
Other assets   249,543    154,041 
          
Total assets  $41,545,837   $38,557,025 
          
LIABILITIES AND SHAREHOLDERS' EQUITY          
          
Current liabilities          
Accounts payable  $790,892   $1,079,073 
Dividends payable   11,180,900    - 
Accrued expenses   1,361,960    1,110,918 
Contract liability   313,365    29,231 
          
Total current liabilities   13,647,117    2,219,222 
          
Non-current deferred income taxes   129,689    129,651 
          
Total liabilities   13,776,806    2,348,873 
          
Commitments and contingencies (See Note 14)          
          
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 September 30, 2020 and 2019 - -
          
Common stock, $.001 par value:  75,000,000 shares authorized, 19,310,835 and 19,005,487 issued at September 30, 2020 and 2019, respectively   19,311         19,006
          
Additional paid-in capital   51,458,787    51,987,096 
(Accumulated deficit) Retained earnings   (2,340,530)   5,570,587 
Treasury stock, at cost, 2,096,451 shares at September 30, 2020 and at          
September 30, 2019   (21,368,537)   (21,368,537)
          
Total shareholders' equity   27,769,031    36,208,152 
          
Total liabilities and shareholders' equity  $41,545,837   $38,557,025 

 

The accompanying notes are an integral part of these statements.

 

40 

 

 

INNOVATIVE SOLUTIONS AND SUPPORT, INC.

 

CONSOLIDATED STATEMENTS OF OPERATIONS

 

   For the Fiscal Year Ended September 30, 
   2020    2019    2018 
Net sales:               
Product  $20,806,121   $16,165,333   $13,450,803 
Engineering development contracts   789,078    1,407,256    399,569 
Total net sales   21,595,199    17,572,589    13,850,372 
                
Cost of sales:               
Product   9,568,553    7,038,717    7,120,731 
Engineering development contracts   224,671    637,402    191,192 
Total cost of sales   9,793,224    7,676,119    7,311,923 
                
Gross profit   11,801,975    9,896,470    6,538,449 
                
Operating expenses:               
Research and development   2,955,976    2,489,806    3,575,801 
Selling, general and administrative   6,100,545    5,877,920    6,674,187 
Total operating expenses   9,056,521    8,367,726    10,249,988 
                
Operating income (loss)   2,745,454    1,528,744    (3,711,539)
                
Interest income   154,950    249,620    53,561 
Other income   60,497    73,737    67,724 
Income (loss) before income taxes   2,960,901    1,852,101    (3,590,254)
                
Income tax (benefit) expense   (308,882)   1,805    63,651 
                
Net income (loss)  $3,269,783   $1,850,296   $(3,653,905)
                
Net income (loss) per common share:               
Basic  $0.19   $0.11   $(0.22)
Diluted  $0.19   $0.11   $(0.22)
                
Weighted average shares outstanding:               
Basic   16,939,302    16,867,550    16,805,991 
Diluted   17,114,191    16,942,447    16,805,991 

 

The accompanying notes are an integral part of these statements.

 

41 

 

 

 

INNOVATIVE SOLUTIONS AND SUPPORT, INC.

 

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

 

           (Accumulated         
       Additional   Deficit)         
   Common   Paid-In   Retained   Treasury     
   Stock   Capital   Earnings   Stock   Total 
Balance, September 30, 2017  $18,880   $51,583,841   $7,374,196   $(21,368,537)  $37,608,380 
                          
Issuance of stock to directors   57    199,938    -    -    199,995 
Net (loss)   -    -    (3,653,905)   -    (3,653,905)
                          
Balance, September 30, 2018  $18,937   $51,783,779   $3,720,291   $(21,368,537)  $34,154,470 
                          
Issuance of stock to directors   69    203,317    -    -    203,386 
Net income   -    -    1,850,296    -    1,850,296 
                          
Balance, September 30, 2019  $19,006   $51,987,096   $5,570,587   $(21,368,537)  $36,208,152 
                          
Share-based compensation   -    17,337    -    -    17,337 
Exercise of stock options   232    174,911    -    -    175,143 
Issuance of stock to directors   73    159,919    -    -    159,992 
Tax withholding related to cashless exercise of stock options   -    (880,476)   -    -    (880,476)
Dividends declared   -    -    (11,180,900)   -    (11,180,900)
Net income   -    -    3,269,783    -    3,269,783 
                          
Balance, September 30, 2020  $19,311   $51,458,787   $(2,340,530)  $(21,368,537)  $27,769,031 

 

The accompanying notes are an integral part of these statements.

 

42

 

 

INNOVATIVE SOLUTIONS AND SUPPORT, INC.

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

   For the Fiscal Year Ended September 30, 
   2020   2019   2018 
CASH FLOWS FROM OPERATING ACTIVITIES:               
Net income (loss)  $3,269,783   $1,850,296   $(3,653,905)
Adjustments to reconcile net income to net cash               
provided by operating activities:               
Depreciation and amortization   433,510    451,278    436,208 
Share-based compensation expense               
Stock options   17,337    -    - 
Stock awards   160,006    173,492    199,995 
Excess and obsolete inventory cost   66,511    98,728    - 
Deferred income taxes   38    57    61,852 
(Increase) decrease in:               
Accounts receivable   (2,020,574)   1,101,356    225,336 
Contract asset   80,182    (80,182)   554,190 
Inventories   112,848    (289,314)   (100,454)
Prepaid expenses and other current assets   (33,060)   (99,393)   288,899 
Other non-current assets   (96,269)   -    - 
Increase (decrease) in:               
Accounts payable   (288,181)   (450,719)   208,541 
Accrued expenses   207,568    (323,972)   (297,016)
Income taxes   (1,666)   3,341    258,931 
Contract liability   284,134    (327,570)   76,447 
Net cash provided by (used in) operating activities   2,192,167    2,107,398    (1,740,976)
                
CASH FLOWS FROM INVESTING ACTIVITIES:               
Purchases of property and equipment   (118,797)   (81,281)   (2,548,612)
Net cash (used in) investing activities   (118,797)   (81,281)   (2,548,612)
                
CASH FLOWS FROM FINANCING ACTIVITIES:               
Proceeds from paycheck protection program   1,203,900    -    - 
Repayment of paycheck protection program   (1,203,900)   -    - 
Proceeds from exercise of stock options   175,143    -    - 
Tax withholding related to cashless exercise of stock options   (880,476)   -    - 
Net cash (used in) financing activities   (705,333)   -    - 
                
Net increase (decrease) in cash and cash equivalents and restricted cash   1,368,037    2,026,117    (4,289,588)
Cash and cash equivalents and restricted cash, beginning of year   22,416,830    20,390,713    24,680,301 
                
Cash and cash equivalents and restricted cash, end of year  $23,784,867   $22,416,830   $20,390,713 
                
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION               
Cash paid for income taxes  $2,456   $456   $8,456 
Cash received from income tax refund   309,712    2,049    265,588 
                
SUPPLEMENTAL DISCLOSURE OF NONCASH INFORMATION               
Transfer from unbilled to accounts receivable  $-   $-   $926,632 
Cashless exercise of stock options   1,635,000    -    - 
Accrual of dividends payable   11,180,900    -    - 

 

The accompanying notes are an integral part of these statements.

 

43

 

 

INNOVATIVE SOLUTIONS AND SUPPORT, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

1.Background

 

Innovative Solutions and Support, Inc. (the “Company,” “IS&S,” “we” or “us”) was incorporated in Pennsylvania on February 12, 1988. The Company operates in one business segment as a systems integrator that designs, develops, manufactures, sells, and services air data equipment, engine display systems, standby equipment, primary flight guidance and cockpit display systems for retrofit applications and original equipment manufacturers (“OEMs”). The Company supplies integrated Flight Management Systems (“FMS”), Flat Panel Display Systems (“FPDS”), FPDS with Autothrottle, air data equipment, Integrated Standby Units (“ISU”), ISU with Autothrottle and advanced Global Positioning System (“GPS”) receivers that enable reduced carbon footprint navigation.

 

The Company has continued to position itself as a system integrator, which provides the Company with the capability and potential to generate more substantive orders over a broader product base. This strategy, as both a manufacturer and integrator, is designed to leverage the latest technologies developed for the computer and telecommunications industries into advanced and cost-effective solutions for the general aviation, commercial air transport, DoD/governmental, and foreign military markets. This approach, combined with the Company’s industry experience, is designed to enable IS&S to develop high-quality products and systems, to reduce product time to market, and to achieve cost advantages over products offered by its competitors. Customers include various OEMs, commercial air transport carriers and corporate/general aviation companies, DoD and its commercial contractors, aircraft operators, aircraft modification centers, government agencies, and foreign militaries.

 

2.Concentrations

 

Major Customers and Products

 

In fiscal 2020, 2019 and 2018, the Company derived 63%, 53% and 48%, respectively, of total sales from five customers, although not all the same customers in each year. Accounts receivable and contract assets related to those top five customers was $3.4 million, $1.3 million and $1.4 million as of September 30, 2020, 2019 and 2018, respectively.

 

The largest customer, Pilatus, accounted for 33% of total revenue in fiscal year 2020, 25% of total revenue in fiscal year 2019, and 20% of total revenue in fiscal year 2018.

 

Flat panel sales were 80%, 90% and 75% of total sales in the years ended September 30, 2020, 2019 and 2018, respectively. Sales of air data systems and components were 20%, 10% and 25% of total sales for the years ended September 30, 2020, 2019 and 2018, respectively. Sales to government contractors and agencies accounted for approximately 32%, 20% and 32% of total sales during fiscal years 2020, 2019 and 2018, respectively. The government agency or general contractor typically retains the right to terminate the contract at any time at its convenience. Upon alteration or termination of these contracts, IS&S is typically entitled to an equitable adjustment to the contract price so that it would be compensated for delivered items and allowable costs incurred. Accordingly, because these contracts can be terminated, the Company cannot be assured that its backlog will result in sales.

 

Major Suppliers

 

The Company buys several of its components from sole source suppliers. Although there are a limited number of suppliers of particular components, management believes other suppliers could provide similar components on comparable terms.

 

During fiscal 2020 the Company had two suppliers that accounted for 32.8% of the Company’s total inventory related purchases. During fiscal 2019 the Company had two suppliers that accounted for 23.4% of the Company’s total inventory related purchases.

 

Concentration of Credit Risk

 

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash balances and accounts receivable. The Company invests its excess cash where preservation of principal is the major consideration. Cash balances are maintained with two major banks. Balances on deposit with certain money market accounts and operating accounts may exceed the Federal Deposit Insurance Corporation limits. The Company’s customer base consists principally of companies within the aviation industry. The Company requests advance payments and/or letters of credit from customers that it considers to be credit risks.

 

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3.Summary of Significant Accounting Policies

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company balances and transactions have been eliminated in consolidation.

 

Impact of the COVID-19 Pandemic

 

The ongoing global outbreak of coronavirus, which was declared a pandemic by the World Health Organization on March 11, 2020 and a national emergency by the President of the United States on March 13, 2020, has caused and is continuing to cause business slowdowns and shutdowns and turmoil in the financial markets both in the United States and abroad. IS&S is monitoring the impact of the COVID-19 pandemic on its business, including how it has impacted and will impact the Company’s employees, customers, suppliers and distribution channels. The Company has not yet seen a material impact from the COVID-19 pandemic on its business, financial position, liquidity, or ability to service customers or maintain critical operations. However, the COVID-19 pandemic, as well as the quarantines and other governmental and non-governmental restrictions which have been imposed throughout the world in an effort to contain or mitigate the spread of the coronavirus, has created significant volatility, uncertainty and disruption which may adversely affect IS&S’ business and has caused and is continuing to cause significant market turbulence and disruption that may continue for some time even after business restrictions are lifted and the threat of the coronavirus diminishes. As a result, the Company may face liquidity shortages, weaker product demand from its customers, disruptions in its supply chain, and/or staffing shortages in its workforce for the foreseeable future due to the direct and indirect effects of the COVID-19 pandemic.

 

Use of Estimates

 

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America, which require management to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results could differ from those estimates. Estimates are used in accounting for, among other items, long term contracts, allowances for doubtful accounts, inventory obsolescence, product warranty cost liabilities, income taxes, engineering and material costs on EDC programs, percentage of completion on EDC contracts, recoverability of long-lived assets and contingencies. Estimates and assumptions are reviewed periodically and the effects of changes, if any, are reflected in the consolidated statements of operations in the period they are determined.

 

Cash and Cash Equivalents

 

Highly liquid investments, purchased with an original maturity of three months or less, are classified as cash equivalents. Cash equivalents at September 30, 2020 and 2019 consist of cash on deposit and cash invested in money market funds with financial institutions.

 

Restricted Cash

 

On September 4, 2020, the Company’s Board of Directors declared a special cash dividend in the amount of $0.65 per share, payable on October 1, 2020 to shareholders of record as of the close of business on September 15, 2020. The total dividend payment was approximately $11.2 million and is included in restricted cash on the accompanying consolidated balance sheets. The Company did not pay dividends in fiscal 2019 or fiscal 2018. The declaration and payment of any dividend in the future will be at the discretion of the Company’s Board of Directors.

 

As of September 30, 2020, the Company had $12.6 million in cash and cash equivalents and $11.2 million in restricted cash. Total cash and cash equivalents and restricted cash as of September 30, 2020 was $23.8 million.

 

As of September 30, 2019, the Company had $22.4 million in cash and cash equivalents and $0 in restricted cash. Total cash and cash equivalents and restricted cash as of September 30, 2019 was $22.4 million.

 

Inventory Valuation

 

Inventories are stated at the lower of cost (first-in, first-out) or net realizable value, net of write-downs for excess and obsolete inventory, and consist of the following:

 

   September 30,   September 30, 
   2020   2019 
Raw materials  $3,378,246   $3,408,742 
Work-in-process   656,382    775,770 
Finished goods   256,707    286,182 
   $4,291,335   $4,470,694 

 

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Property and Equipment

 

Property and equipment are stated at cost. Depreciation is provided using an accelerated method over the estimated useful lives of the assets (the lesser of three to seven years or over the lease term), except for the manufacturing facility and the corporate airplanes, which are depreciated using the straight-line method over their estimated useful lives of thirty-nine years and ten years, respectively. Major additions and improvements are capitalized, while maintenance and repairs that do not improve or extend the life of assets are charged to expense as incurred. During fiscal year 2018, the Company purchased a Hawker Beechcraft B200GT aircraft for approximately $2.4 million. This aircraft serves as a test bed for the Company’s new products and also as a sales/marketing tool for demonstrating its products to its aviation customers.

 

Long-Lived Assets

 

The Company assesses the impairment of long-lived assets in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 360-10, “Property, Plant and Equipment.” This statement requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. In addition, long-lived assets to be disposed of should be reported at the lower of the carrying amount or fair value less cost to sell. The Company considers historical performance and future estimated results in its evaluation of potential impairment and then compares the carrying amount of the asset to estimated future cash flows expected to result from use of the asset. If the carrying amount of the asset exceeds the estimated expected undiscounted future cash flows, the Company measures the amount of the impairment by comparing the carrying amount of the asset to its fair value. The estimation of fair value is generally measured by discounting expected future cash flows. No impairment charges were recorded in fiscal years 2020, 2019 or 2018.

 

Revenue Recognition

 

The Company enters into sales arrangements with customers that, in general, provide for the Company to design, develop, manufacture and deliver large flat-panel display systems, flight information computers, autothrottles and advanced monitoring systems that measure and display critical flight information, including data relative to aircraft separation, airspeed, altitude, and engine and fuel data measurements.

 

Revenue from Contracts with Customers

 

The Company adopted ASC 606 on October 1, 2018 using the modified retrospective method for all contracts not completed as of the date of adoption. The reported results for fiscal years ended September 30, 2020 and 2019 reflect the application of ASC 606 guidance while the reported results for the fiscal year ended September 30, 2018was prepared under the guidance of ASC 605, “Revenue Recognition” (“ASC 605”), which is also referred to herein as “legacy GAAP” or the “previous guidance.” The adoption of ASC 606 represents a change in accounting principles. In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods or services. To achieve this core principle, the Company applies the following five steps:

 

1)Identify the contract with a customer

 

The Company’s contract with its customers typically is the form of a purchase order issued to the Company by its customers and, to a lesser degree, in the form of a purchase order issued in connection with a formal contract executed with a customer. For the purpose of accounting for revenue under ASC 606, a contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for goods or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer.

 

2)Identify the performance obligations in the contract

 

Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the good or service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. Most of our revenue is derived from purchases under which we provide a specific product or service and, as a result, there is only one performance obligation. In the event that a contract includes multiple promised goods or services, such as an EDC contract which includes both engineering services and a resulting product shipment, the Company must apply judgment to determine whether promised goods or services are capable of being distinct in the context of the contract. In these cases, the Company considers whether the customer could, on its own, or together with other resources that are readily available from third parties, produce the physical product using only the output resulting from the Company’s completion of engineering services. If the customer cannot produce the physical product, then the promised goods or services are accounted for as a combined performance obligation.

 

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3)Determine the transaction price

 

The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods or services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. None of the Company’s contracts for all periods presented included variable consideration.

 

4)Allocate the transaction price to performance obligations in the contract

 

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price by taking into account available information such as market conditions as well as the cost of the goods or services and the Company’s normal margins for similar performance obligations.

 

5)Recognize revenue when or as the Company satisfies a performance obligation

 

The Company satisfies performance obligations either over time or at a point in time as discussed in further detail below. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised good or service to a customer. Revenue from products transferred to customers at a point in time accounted for 97 percent of our revenue for the fiscal year ended September 30, 2020 and is typically recognized at the time of shipment of products to the customer. The remaining revenue results from EDC contracts and is recognized over time using an input measure (e.g., costs incurred to date relative to total estimated costs at completion) to measure progress. Contract costs include material, components and third-party avionics purchased from suppliers, direct labor, and overhead costs.

 

At September 30, 2020, we had approximately $3,640,637 of remaining performance obligations, which we also refer to as total backlog. We expect to recognize approximately 100% of our remaining performance obligations as revenue over the next 12 months with the remaining balance recognized thereafter.

 

Contract Estimates

 

Accounting for performance obligations in long-term contracts that are satisfied over time involves the use of various techniques to estimate progress towards satisfaction of the performance obligation. The Company typically measures progress based on costs incurred compared to estimated total contract costs. Contract cost estimates are based on various assumptions to project the outcome of future events that often span more than a single year. These assumptions include the amount of labor and labor costs, the quantity and cost of raw materials used in the completion of the performance obligation, and the complexity of the work to be performed.

 

As a significant change in one or more of these estimates could affect the profitability of our contracts, we review and update our contract-related estimates regularly. We recognize adjustments in estimated profit on contracts under the cumulative catch-up method. Under this method, the impact of the adjustment on profit recorded to date is recognized in the period the adjustment is identified. Revenue and profit in future periods of contract performance is recognized using the adjusted estimate. If at any time the estimate of contract profitability indicates an anticipated loss on the contract, we recognize the total loss in the quarter it is identified.

 

The impact of adjustments in contract estimates on our operating earnings can be reflected in either operating costs and expenses or revenue. The aggregate impact of adjustments in contract estimates did not change our revenue and operating earnings (and diluted earnings per share) for the fiscal years ended September 30, 2020 and 2019. Therefore, no adjustment on any contract was material to our consolidated financial statements for the fiscal years ended September 30, 2020 and 2019.

 

Financial Statement Impact of Adopting ASC 606

 

The Company adopted ASC 606 using the modified retrospective method. The adoption resulted in no adjustment to the Company’s retained earnings as of the adoption date, and there were no significant changes in the Company’s consolidated statements of operations for the fiscal years ended September 30, 2020 and 2019 as a result of the adoption of ASC 606 on October 1, 2018 compared to if the Company had continued to recognize revenues under previous guidance. Additionally, there was no change to the Company’s assets or liabilities as of September 30, 2020 and 2019 as a result of the adoption of ASC 606 on October 1, 2018 compared to if the Company had continued to recognize revenues under previous guidance. The adoption of ASC 606 had no impact on the Company’s cash flows from operations.

 

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Contract Balances

 

Contract assets consist of the right to consideration in exchange for product offerings that we have transferred to a customer under the contract. Contract liabilities primarily relate to consideration received in advance of performance under the contract. The following table reflects the Company’s contract assets and contract liabilities:

 

    Contract    Contract 
    Assets    Liabilities 
September 30, 2019  $80,182   $29,231 
Amount transferred to receivables from contract assets   (80,182)   - 
Contract asset additions        - 
Performance obligations satisfied during the period that were included in the contract liability balance at the beginning of the period   -    (28,781)
Increases due to invoicing prior to satisfaction of performance obligations   -    312,915 
September 30, 2020  $-   $313,365 

 

Customer Service Revenue

 

The Company enters into sales arrangements with customers for the repair or upgrade of its various products that are not under warranty. The Company’s customer service revenue and cost of sales are included in product sales and product cost of sales, respectively, on the accompanying consolidated statements of operations. The Company’s customer service revenue and cost of sales for the fiscal years ended 2020, 2019 and 2018 are as follows:

 

   For the Fiscal Year Ended September 30, 
   2020   2019   2018 
Customer Service Sales  $4,265,086   $3,553,919   $4,047,265 
Customer Service Cost of Sales   1,457,995    1,374,227    1,724,167 
Gross Profit  $2,807,091   $2,179,692   $2,323,098 

 

Lease Recognition

 

On October 1, 2019, we adopted ASU 2016-02 using the required modified retrospective approach. This pronouncement requires lessees to record “right-of-use” assets and corresponding lease liabilities on the balance sheet for most leases. We adopted this pronouncement utilizing the transition practical expedient which eliminated the requirement that entities apply the new lease standard to the comparative periods presented in the year of adoption. See Note 18, “Lease Recognition,” to the consolidated financial statements for a discussion of the impact resulting from the adoption of this guidance.

 

Income Taxes

 

Income taxes are recorded in accordance with ASC Topic 740, “Income Taxes” (“ASC Topic 740”), which utilizes a balance sheet approach to provide for income taxes. Under this method, 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, liabilities, and expected benefits of utilizing net operating losses (“NOL”) and tax credit carry-forwards. The impact on deferred taxes of changes in tax rates and laws, if any, are applied to the years during which temporary differences are expected to be settled, and are reflected in the consolidated financial statements in the period of enactment. At the end of each interim reporting period, the Company prepares an estimate of the annual effective income tax rate and applies that annual effective income tax rate to ordinary year-to-date pre-tax income for the interim period. Specific tax items discrete to a particular quarter are recorded in income tax expense for that quarter. The estimated annual effective tax rate used in providing for income taxes on a year-to-date basis may change in subsequent periods.

 

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Deferred tax assets are reduced by a valuation allowance if, based on the consideration of all available evidence, it is more likely than not that some portion of the deferred tax asset will not be realized. Significant weight is given to evidence that can be verified objectively, and significant management judgment is required in determining any valuation allowance recorded against net deferred tax assets. The Company evaluates deferred income taxes on a quarterly basis to determine if a valuation allowance is required by considering available evidence. Deferred tax assets are recognized when expected future taxable income is sufficient to allow the related tax benefits to reduce taxes that would otherwise be payable. The sources of taxable income that may be available to realize the benefit of deferred tax assets are future reversals of existing taxable temporary differences, future taxable income exclusive of reversing temporary differences and credit carryforwards, taxable income in carry-back years, and tax planning strategies which are both prudent and feasible. The Company’s current balance of the deferred tax valuation allowance is recorded against all of its federal and state deferred tax assets. The Company will continue to assess all available evidence during future periods to evaluate any changes to the realization of its deferred tax assets. If the Company were to determine that it would be able to realize additional federal or state deferred tax assets in the future, it would make an adjustment to the valuation allowance which would reduce the provision for income taxes.

 

The accounting for uncertainty in income taxes requires a more likely than not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. The Company records a liability for the difference between the (i) benefit recognized and measured for financial statement purposes and (ii) the tax position taken or expected to be taken on the Company’s tax return. To the extent that the Company’s assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. The Company has elected to record any interest or penalties associated with uncertain tax positions as income tax expense.

 

The Company files a consolidated U.S. federal income tax return. The Company prepares and files tax returns based on the interpretation of tax laws and regulations, and records estimates based on these judgments and interpretations. In the normal course of business, the tax returns are subject to examination by various taxing authorities. Such examinations may result in future tax and interest assessments by these taxing authorities, and the Company records a liability when it is probable that there will be an assessment. The Company adjusts the estimates periodically as a result of ongoing examinations by and settlements with the various taxing authorities, and changes in tax laws, regulations and precedent. The consolidated tax provision of any given year includes adjustments to prior years’ income tax accruals that are considered appropriate, and any related estimated interest. Management believes that it has made adequate accruals for income taxes. Differences between estimated and actual amounts determined upon ultimate resolution, individually or in the aggregate, are not expected to have a material effect on the Company’s consolidated financial position, but could possibly be material to its consolidated results of operations or cash flow of any one period.

 

On December 22, 2017, the U.S. government enacted the Tax Act, which made broad and complex changes to the U.S. tax code, including, but not limited to, (1) reducing the U.S. federal corporate tax rate from 34 percent to 21 percent; (2) bonus depreciation that will allow for full expensing of qualified property; (3) elimination of the corporate alternative minimum tax (“AMT”) and changing how existing AMT credits can be realized; (4) a new limitation on deductible interest expense; (5) the repeal of the domestic production activity deduction; and (6) limitations on NOLs generated after December 31, 2017, to 80 percent of taxable income.

 

The Tax Act reduced the corporate tax rate to 21 percent, effective January 1, 2018. Consequently, we have recorded a decrease related to DTAs and DTLs with a corresponding net adjustment to deferred income tax expense of $321,038 for the year ended December 31, 2017. This expense is offset fully by a change in the valuation allowance. The $321,038 is a provisional amount.

 

In March 2020, in response to the COVID-19 pandemic, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law to provide emergency assistance to affected individuals, families, and businesses. The CARES Act provides numerous tax provisions and other stimulus measures, including temporary changes regarding the prior and future utilization of NOLs. The CARES Act amends the NOL provisions of the Tax Act, allowing for the carryback of losses arising in tax years beginning before December 31, 2017, to each of the two taxable years preceding the taxable year of loss. Approximately $1,500,000 of pre-tax NOL was carried back two years to fully offset taxable income. This carryback frees up previously utilized R&D credits, resulting in an estimated increase in R&D credit carryforward of $196,000. The carryback created approximately $16,000 of AMT tax, which was refunded. The cash impact of this carryback was $309,412.

 

Engineering Development

 

Total engineering development expense comprises both internally funded R&D and product development and design charges related to specific customer contracts. Engineering development expense consists primarily of payroll-related expenses of employees engaged in EDC projects, engineering related product materials and equipment, and subcontracting costs. R&D charges incurred for product design, product enhancements, and future product development are expensed as incurred. Product development and design charges related to specific customer contracts are charged to cost of sales-EDC based on the method of contract accounting (either percentage-of-completion or completed contract) applicable to such contracts.

 

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Comprehensive Income

 

Pursuant to FASB ASC Topic 220, “Comprehensive Income”, the Company is required to classify items of other comprehensive income by their nature in a financial statement and display the accumulated balance of other comprehensive income separately from retained earnings and additional paid-in capital in the equity section of its condensed consolidated balance sheets. For fiscal years 2020, 2019 and 2018 comprehensive income consisted of net income only, and there were no items of other comprehensive income for any of the periods presented.

 

Fair Value of Financial Instruments

 

The net carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and short-term debt approximate their fair value because of the short-term nature of these instruments. For financial assets and liabilities measured at fair value on a recurring basis, fair value is the price the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value as follows:

 

Level 1 — Unadjusted quoted prices that are available in active markets for the identical assets or liabilities at the measurement date.

 

Level 2 — Other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly, including:

 

·Quoted prices for similar assets or liabilities in active markets;

 

·Quoted prices for identical or similar assets in non-active markets;

 

·Inputs other than quoted prices that are observable for the asset or liability; and

 

·Inputs that are derived principally from or corroborated by other observable market data.

 

Level 3 — Unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions.

 

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The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2020 and 2019, according to the valuation techniques the Company used to determine their fair values.

 

   Fair Value Measurement on September 30, 2020 
   Quoted Price in   Significant Other   Significant 
   Active Markets for   Observable   Unobservable 
   Identical Assets   Inputs   Inputs 
   (Level 1)   (Level 2)   (Level 3) 
Assets            
Cash and cash equivalents:               
Money market funds   $11,607,293   $   $ 

 

   Fair Value Measurement on September 30, 2019 
   Quoted Price in   Significant Other   Significant 
   Active Markets for   Observable   Unobservable 
   Identical Assets   Inputs   Inputs 
   (Level 1)   (Level 2)   (Level 3) 
Assets            
Cash and cash equivalents:               
Money market funds   $21,450,242   $   $ 

 

Share-Based Compensation

 

The Company accounts for share-based compensation under ASC Topic 718, which requires the Company to measure the cost of employee or non-employee director services received in exchange for an award of equity instruments based on the grant-date fair value of the award using an option pricing model. The Company recognizes such cost over the period during which an employee or non-employee director is required to provide service in exchange for the award.

 

Accordingly, adoption of ASC Topic 718’s fair value method results in recording compensation costs under the Company’s stock based compensation plans. The Company determined the fair value of its stock option awards at the date of grant using the Black-Scholes option pricing model. Option pricing models and generally accepted valuation techniques require management to make assumptions and to apply judgment to determine the fair value of its awards. These assumptions and judgments include estimating future volatility of the Company’s stock price, expected dividend yield, future employee turnover rates, and future employee stock option exercise behaviors. Changes in these assumptions can materially affect fair value estimates. The Company does not believe that a reasonable likelihood exists that there will be a material change in future estimates or assumptions used to determine share-based compensation expense. However, if actual results are not consistent with the Company’s estimates or assumptions, the Company would adjust its estimates. Such adjustments could have a material impact on the Company’s financial position.

 

Warranty Reserves

 

The Company offers warranties on some products of various lengths, however the standard warranty period is twenty-four months. At the time of shipment, the Company establishes a reserve for estimated costs of warranties based on its 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 affect warranty cost. If actual warranty costs differ from the Company’s estimated amounts, future results of operations could be affected adversely. Warranty cost is recorded as cost of sales, and the reserve balance recorded as an accrued expense. While the Company maintains product quality programs and processes, its warranty obligation is affected by product failure rates and the related corrective costs. If actual product failure rates and/or corrective costs differ from the estimates, the Company revises the estimated warranty liability accordingly.

 

Self-Insurance Reserves

 

Since January 1, 2014, the Company has self-insured a significant portion of its employee medical insurance. The Company maintains a stop-loss insurance policy that limits its losses both on a per employee basis and an aggregate basis. Liabilities associated with the risks that are retained by the Company are estimated based upon actuarial assumptions such as historical claims experience and demographic factors. The Company estimated the total medical claims incurred but not reported and the Company believes that it has adequate reserves for these claims at September 30, 2020 and 2019. However, the actual value of such claims could be significantly affected if future occurrences and claims differ from these assumptions. At September 30, 2020 and 2019, the estimated liability for medical claims incurred but not reported was $48,200 and $55,700, respectively. The Company has recorded the excess of funded premiums over estimated claims incurred but not reported of $225,200 as a current asset in the accompanying consolidated balance sheet. During the year ended September 30, 2020, the Company has used the excess of funded premiums to reduce amounts payable for claims incurred.

 

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Treasury Stock

 

We account for treasury stock purchased under the cost method and include treasury stock as a component of stockholders’ equity. Treasury stock purchased with intent to retire (whether or not the retirement is actually accomplished) is charged to common stock.

 

New Accounting Pronouncements

 

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers”, which provides a single, comprehensive revenue recognition model for all contracts with customers, and contains principles to determine the measurement of revenue and timing of when it is recognized. The model will supersede most existing revenue recognition guidance, and also requires enhanced revenue-related disclosures. Under the new standard and its related amendments (collectively known as “ASC 606”), revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized will reflect the consideration that the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.

 

The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (modified retrospective method). We adopted this guidance on October 1, 2018 using the modified retrospective method. See Note 3, “Financial Statement Impact of Adopting ASC 606,” to the consolidated financial statements for a discussion of the impact resulting from the adoption of this guidance.

 

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842)” (“ASU 2016-02”) as modified, which replaces existing leasing rules with a comprehensive lease measurement and recognition standard and expanded disclosure requirements. ASU 2016-02 will require lessees to recognize most leases on their balance sheets as liabilities, with corresponding “right-of-use” assets and is effective for annual reporting periods beginning after December 15, 2018, subject to early adoption. For income statement recognition purposes, leases will be classified as either a finance or an operating lease without relying upon the bright-line tests under current GAAP. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that we may elect to apply. These practical expedients relate to the identification and classification of leases that commenced before the effective date, initial direct costs for leases that commenced before the effective date, and the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset. An entity that elects to apply the practical expedients will, in effect, continue to account for leases that commence before the effective date in accordance with previous GAAP unless the lease is modified, except that lessees are required to recognize a right-of-use asset and a lease liability for all operating leases at each reporting date based on the present value of the remaining minimum rental payments that were tracked and disclosed under previous GAAP. We adopted ASU 2016-02 effective October 1, 2019 using the required modified retrospective approach. See Note 18, “Lease Recognition,” to the consolidated financial statements for a discussion of the impact resulting from the adoption of this guidance.

 

In June 2016, FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instrument (“ASU 2016-13”). ASU 2016-13 replaces the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for SEC small business filers for fiscal years beginning after December 15, 2022. Management is currently assessing the impact ASU 2016-13 will have on the Company.

 

In June 2018, the FASB issued ASU 2018-07, “Stock-based Compensation: Improvements to Nonemployee Share-based Payment Accounting,” (“ASU 2018-07”) which amends the existing accounting standards for share-based payments to nonemployees. This ASU aligns much of the guidance on measuring and classifying nonemployee awards with that of awards to employees. Under the new guidance, the measurement of nonemployee equity awards is fixed on the grant date. This ASU becomes effective in the first quarter of fiscal year 2019 and early adoption is permitted but no earlier than an entity’s adoption date of Topic 606. Entities will apply the ASU by recognizing a cumulative-effect adjustment to retained earnings as of the beginning of the annual period of adoption. We adopted ASU 2018-07 effective October 1, 2018 and the implementation had no material impact on the consolidated financial statements.

 

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement,” (“ASU 2018-13”) which modifies the disclosures on fair value measurements by removing the requirement to disclose the amount and reason for transfers between Level 1 and Level 2 of the fair value hierarchy and the policy for timing of such transfers. The ASU expands the disclosure requirements for Level 3 fair value measurements, primarily focused on changes in unrealized gains and losses included in other comprehensive income. For public entities, the standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for any removed or modified disclosures and adoption of the additional disclosures can be delayed until the effective date. The Company does not currently expect the adoption of ASU 2018-13 to have a material impact on its consolidated financial statements.

 

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As new accounting pronouncements are issued, we will adopt those that are applicable.

 

4. Net Income Per Share

 

   For the Fiscal Year Ended September 30, 
   2020   2019   2018 
Numerator:            
Net income (loss)  $3,269,783   $1,850,296   $(3,653,905)
Denominator:               
Basic weighted average shares   16,939,302    16,867,550    16,805,991 
Dilutive effect of share-based awards   174,889    74,897    - 
Diluted weighted average shares   17,114,191    16,942,447    16,805,991 
                
Net income (loss) per common share:               
Basic  $0.19   $0.11   $(0.22)
Diluted  $0.19   $0.11   $(0.22)

 

Net income per share is calculated pursuant to ASC Topic 260, “Earnings per Share” (“ASC Topic 260”). Basic earnings per share (“EPS”) excludes potentially dilutive securities and is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS is computed assuming the conversion or exercise of all dilutive securities such as employee stock options and restricted stock units (“RSUs”).

 

The number of incremental shares from the assumed exercise of stock options and RSUs is calculated by using the treasury stock method. As of September 30, 2020, 2019 and 2018, there were 104,500, 550,834 and 550,834 options to purchase common stock outstanding, respectively, and no shares subject to vesting of restricted stock units outstanding, respectively. The average outstanding diluted shares calculation excludes options with an exercise price that exceeds the average market price of shares during the period. For fiscal years 2020 and 2019, 100,000 and 0 shares, respectively were excluded from the calculation of earnings per share as their effect would be anti-dilutive. For fiscal year 2018, all options to purchase common stock were excluded from the computation of diluted earnings per share because the effect would be anti-dilutive.

 

5. Contract Asset

 

Contract asset principally represent sales recorded under the over time method of accounting that have not been billed to customers in accordance with applicable contract terms. Contract asset was $0 and $80,182 at September 30, 2020 and 2019, respectively.

 

The over time method of accounting for EDC revenue, requires estimates of profit margins for contracts be reviewed by the Company on a quarterly basis. If the initial estimates of revenues and costs under a contract are accurate, the over time method results in the profit margin being recorded evenly as revenue is recognized under the contract. Changes in these underlying estimates because of revisions in revenue and cost estimates or the exercise of contract options may result in profit margins being recognized unevenly over a contract because such changes are accounted for on a cumulative basis in the period in which the estimates are revised. Significant changes in estimates related to accounting for long-term contracts may have a material effect on the Company’s results of operations in the period in which the revised estimates are made. Net cumulative catch-up adjustments resulting from changes in estimates decreased operating income by $0, $16,000 and $0 during the fiscal years ended September 30, 2020, 2019 and 2018, respectively.

 

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6. Prepaid Expenses and Other Current Assets

 

Prepaid expenses and other current assets consist of the following:

 

   September 30,   September 30, 
   2020   2019 
Prepaid insurance  $336,331   $302,376 
Other   338,778    339,673 
   $675,109   $642,049 

 

7. Property and Equipment

 

Property and equipment, net consists of the following balances:

 

   September 30,   September 30, 
   2020   2019 
Computer equipment  $2,302,978   $2,285,152 
Corporate airplanes   5,601,039    5,601,039 
Furniture and office equipment   1,031,099    1,033,779 
Manufacturing facility   5,733,313    5,733,313 
Equipment   5,723,355    5,635,134 
Land   1,021,245    1,021,245 
    21,413,029    21,309,662 
Less accumulated depreciation and amortization   (13,237,157)   (12,864,970)
   $8,175,872   $8,444,692 

 

Depreciation related to property and equipment was approximately $387,617, $423,326 and $430,886 in fiscal years 2020, 2019 and 2018, respectively. The corporate airplanes are utilized primarily in support of product development. The Pilatus PC-12 airplane, one of the Company’s two corporate airplanes, has been depreciated to its estimated salvage value.

 

8. Other Assets

 

Other assets consist of the following:

 

   September 30,   September 30, 
   2020   2019 
Intangible assets, net of accumulated amortization of $583,655          
at September 30, 2020 and $551,037 at September 30, 2019  $112,851   $49,200 
Operating lease right-of-use assets   45,126    - 
Other non-current assets   91,566    104,841 
   $249,543   $154,041 

 

Intangible assets consist of licensing and certification rights which are amortized over a defined number of units. No impairment charges were recorded in fiscal 2020, 2019 or 2018.

 

Total intangible amortization expense was $32,618, $19,400 and $0 in fiscal years 2020, 2019 and 2018, respectively. The timing of future amortization expense is not determinable because the intangible assets are being amortized over a defined number of units.

 

On October 1, 2019, we adopted ASU 2016-02 using the required modified retrospective approach. This pronouncement requires lessees to record “right-of-use” assets and corresponding lease liabilities on the balance sheet for most leases. We adopted this pronouncement utilizing the transition practical expedient which eliminated the requirement that entities apply the new lease standard to the comparative periods presented in the year of adoption. See Note 18, “Lease Recognition,” to the consolidated financial statements for a discussion of the impact resulting from the adoption of this guidance.

 

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Other non-current assets as of September 30, 2020 and September 30, 2019 include the security deposit for an airplane hangar, and a deposit for medical claims required under the Company’s medical plan. In addition, other non-current assets include $16,266 and $29,541 of prepaid software licenses, that will be earned upon the shipment of a certain product to a customer, as of September 30, 2020 and September 30, 2019, respectively.

 

9. Accrued Expenses

 

Accrued expenses consist of the following:

 

   September 30,   September 30, 
   2020   2019 
Warranty  $547,743   $606,680 
Salary, benefits and payroll taxes   483,797    212,322 
Professional fees   151,956    153,298 
Operating lease   45,126    - 
Other   133,338    138,618 
   $1,361,960   $1,110,918 

 

On October 1, 2019, we adopted ASU 2016-02 using the required modified retrospective approach. This pronouncement requires lessees to record “right-of-use” assets and corresponding lease liabilities on the balance sheet for most leases. We adopted this pronouncement utilizing the transition practical expedient which eliminated the requirement that entities apply the new lease standard to the comparative periods presented in the year of adoption. See Note 18, “Lease Recognition,” to the consolidated financial statements for a discussion of the impact resulting from the adoption of this guidance.

 

10. 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 is 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 by the related material, labor, and delivery costs incurred in correcting a product failure. If actual product failure rates, material, or labor costs differ from the Company’s estimates, further revisions to the estimated warranty liability would be recorded.

 

Warranty cost and accrual information for fiscal years ended September 30, 2020 and 2019:

 

   2020   2019 
Warranty accrual as of October 1,  $606,680   $854,952 
Expense (release) accrual for fiscal year   67,464    (168,589)
Warranty cost incurred for fiscal year   (126,401)   (79,683)
Warranty accrual as of September 30,  $547,743   $606,680 

 

11. Income Taxes

 

In March 2020, the CARES Act was signed into law providing numerous tax provisions and other stimulus measures, including temporary changes regarding the prior and future utilization of NOLs. The CARES Act amends the NOL provisions of the Tax Act, allowing for the carryback of losses arising in tax years beginning before December 31, 2017, to each of the two taxable years preceding the taxable year of loss. Approximately $1,500,000 of pre-tax NOL was carried back two years to fully offset taxable income. This carryback frees up previously utilized R&D credits, resulting in an estimated increase in R&D credit carryforward of $196,000. The carryback created approximately $16,000 of AMT tax, which was refunded. The cash impact of this carryback was $309,412.

 

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The components of income taxes are as follows:

 

   For the Fiscal Year Ended September 30, 
   2020   2019   2018 
Current provision (benefit):               
Federal  $(309,401)  $-   $(3,440)
State   481    1,749    5,239 
                
Total current provision   (308,920)   1,749    1,799 
                
Deferred provision               
Federal   -    -    61,799 
State   38    56    53 
                
Total deferred provision   38    56    61,852 
                
Total current and deferred provision  $(308,882)  $1,805   $63,651 

 

Following is a reconciliation of the statutory federal rate to the Company’s effective income tax rate:

 

   For the Fiscal Year Ended September 30, 
   2020   2019   2018 
U.S. Federal statutory tax rate   21.00%   21.0%   24.3%
Rate change due to tax reform   0.0%   0.0%   (9.0)%
State income taxes, net of federal benefit   (2.2)%   (0.9)%   1.9%
Permanent items   (6.3)%   0.8%   (0.1)%
Research and development tax credits   (10.6)%   (0.8)%   1.3%
Valuation allowance   (15.2)%   (20.2)%   (20.3)%
Change in unrecognized tax benefits   2.2%   0.2%   0.9%
123R cancellations and forfeitures   0.0%   0.0%   (0.8)%
Tax Law Changes: CARES Act   0.3%   0.0%   0.0%
Other   0.4%   0.0%   0.0%
                
Effective income tax rate   (10.4)%   0.1%   (1.8)%

 

On December 22, 2017, the U.S. government enacted the Tax Act, which made broad and complex changes to the U.S. tax code, including, but not limited to the reduction of the U.S. federal corporate tax rate from 34 percent to 21 percent.

 

The deferred tax effect of temporary differences giving rise to the Company’s deferred tax assets and liabilities consists of the components below:

 

   As of September 30,     
   2020   2019   2018 
   Non Current   Non Current   Non Current 
Deferred tax assets:               
Reserves and accruals  $698,233   $690,148   $730,015 
Research and development credit   1,589,247    1,331,170    1,318,977 
NOL carryforwards -fed/state   2,192,018    2,590,791    2,982,246 
Depreciation   (807,522)   (826,724)   (863,796)
Stock options   5,296    348,624    345,608 
    3,677,272    4,134,009    4,513,050 
                
Less:  Valuation allowance   (3,471,164)   (3,922,620)   (4,296,553)
                
Total deferred tax assets   206,108    211,389    216,497 
                
Deferred tax liabilities:               
Depreciation   (335,797)   (341,040)   (346,091)
                
Total deferred tax liabilities   (335,797)   (341,040)   (346,091)
                
Net deferred tax (liability) asset  $(129,689)  $(129,651)  $(129,594)

 

At September 30, 2020 and 2019, the Company had state NOL carryforwards of approximately $24,392,000 and $24,009,000, respectively, which begin to expire in varying amounts after the fiscal year ending September 30, 2026. The Company has federal R&D Tax Credit carryforwards of approximately $1,589,000 and $1,331,000 in fiscal 2020 and 2019, respectively, which begin to expire in varying amounts after fiscal year ending September 30, 2029.

 

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Deferred tax assets are reduced by valuation allowances if, based on the consideration of all available evidence, it is more likely than not that some portion of the deferred tax asset will not be realized. Significant weight is given to evidence that can be verified objectively, and significant management judgment is required in determining any valuation allowance recorded against net deferred tax assets. The Company evaluates deferred income taxes on a quarterly basis to determine if valuation allowances are required by considering available evidence, including historical and projected taxable income and tax planning strategies which are both prudent and feasible. ASC Topic 740 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 change in the valuation allowance for the period ended September 30, 2020 and September 30, 2019 was approximately $451,000 and $375,000, respectively.

 

The Company will continue to maintain the balance of the valuation allowance until an appropriate level of profitability is sustained to warrant a conclusion that it is no longer more likely than not that a portion of these net deferred tax assets will not be realized in future periods. There is currently no assurance of such future income before taxes. The Company believes that its estimate of future taxable income is inherently uncertain, and if its current or future operations generate losses, further adjustments to the valuation allowance are possible.

 

Following is a reconciliation of beginning and ending balances of total amounts of gross unrecognized tax benefits:

 

   For the Fiscal Year Ended September 30, 
   2020   2019   2018 
Balance at beginning of year  $546,000   $540,000   $570,000 
Unrecognized tax benefits related to prior years   39,000    -    52,000 
Unrecognized tax benefits related to current year   37,000    6,000    11,000 
Decrease in unrecognized tax benefits due to the lapse of applicable statute of limitations   (7,000)   -    (93,000)
                
Balance at end of year  $615,000   $546,000   $540,000 

 

The total liabilities associated with the unrecognized tax benefits that, if recognized, would impact the Company’s effective tax rate were $615,000, $546,000 and $540,000 at September 30, 2020, 2019 and 2018, respectively. It is not anticipated that the balance of unrecognized tax benefits at September 30, 2020 will change significantly over the next twelve months. The balance of unrecognized tax benefits as reflected in the table above at September 30, 2020 are recorded on the balance sheet as a reduction to deferred tax assets.

 

The Company’s policy is to recognize interest accrued and, if applicable, penalties related to unrecognized tax benefits in income tax expense for all periods presented. At September 30, 2020, the Company currently has no unrecognized tax benefits against which interest has been accrued, and there is no accrual recorded for penalties.

 

For the fiscal years ended September 30, 2020, 2019 and 2018, the Company recognized expense of $0, $0 and $0, respectively, for interest (net of federal impact) within income tax expense.

 

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. The Company’s federal income tax returns for the fiscal years ended September 30, 2016 and thereafter are open years subject to examination by the Internal Revenue Service. The Company files income tax returns in various state jurisdictions, as appropriate, with varying statutes of limitation. There are no state income tax examinations in process at this time.

 

12. Savings Plan

 

The Company sponsors a voluntary defined contribution savings plan covering all employees. The Company made contributions of $112,000, $96,000 and $110,000 for the fiscal years ended September 30, 2020, 2019 and 2018, respectively.

 

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13. Share-Based Compensation

 

The Company accounts for share-based compensation under the provisions of ASC Topic 718 by using the fair value method for expensing stock options and stock awards.

 

Total share-based compensation expense was approximately $177,000, $173,000 and $200,000 for the fiscal years ended September 30, 2020, 2019 and 2018, respectively. The income tax impact recognized as a (charge) credit to additional paid in capital in the statement of shareholders’ equity related to share-based compensation arrangements was approximately $17,000, $0 and $0 for the fiscal years ended September 30, 2020, 2019 and 2018, respectively. Compensation expense related to share-based awards is recorded as a component of selling, general and administrative expenses.

 

The Company has two share-based compensation plans: (1) the 2009 Stock-Based Incentive Compensation Plan (the “2009 Plan”), which terminated with respect to the grant of any new awards on January 20, 2019, and (2) the 2019 Stock-Based Incentive Compensation Plan (the “2019 Plan”). The 2009 Plan and the 2019 Plan were approved by the shareholders on March 12, 2009 and April 2, 2019, respectively.

 

2009 Stock-Based Incentive Compensation Plan

 

The 2009 Plan authorized the grant of stock appreciation rights, restricted stock, options, RSUs and other equity-based awards. Options granted under the 2009 Plan may be either “incentive stock options” as defined in section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or nonqualified stock options, as determined by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”).

 

Subject to an adjustment necessary upon a stock dividend, recapitalization, forward split or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase or share exchange, extraordinary or unusual cash distribution, or other similar corporate transaction or event, the maximum number of shares of common stock available for awards under the 2009 Plan was 1,200,000, all of which could be issued pursuant to awards of incentive stock options. In addition, the 2009 Plan provided that no more than 300,000 shares of common stock per year may be awarded to any employee as a performance-based award under Section 162(m) of the Code. The 2009 Plan terminated on January 20, 2019 with respect to the grant of any new awards.

 

If there is any change in the Company’s corporate capitalization, the Compensation Committee must proportionately and equitably adjust the number and type of shares of common stock covered by awards then outstanding under the 2009 Plan, the number and type of shares of common stock available under the 2009 Plan, the exercise or grant price of any award, or if deemed appropriate, make provision for a cash payment with respect to any outstanding award, provided that no adjustment may be made that would adversely affect the status of any award that is intended to be a performance-based award under Section 162(m) of the Code, unless otherwise determined by the Compensation Committee. In addition, the Compensation Committee may make adjustments in the terms and conditions of any awards, including any performance goals, in recognition of unusual or nonrecurring events affecting the Company or any subsidiary, or in response to changes in applicable laws, regulations or accounting principles, provided that no adjustment may be made that would adversely affect the status of any award that is intended to be a performance-based award under Section 162(m) of the Code, unless otherwise determined by the Compensation Committee.

 

Following is a summary of option activity under the 2009 Plan for the fiscal years ended September 30, 2020, 2019 and 2018, and changes during the periods then ended:

 

       Weighted     
       Average   Aggregate 
       Exercise   Intrinsic 
   Options   Price   Value 
Outstanding at September 30, 2017   556,834   $3.32   $177,043 
Granted   -    -    - 
Exercised   -    -    - 
Cancelled   (6,000)   3.78    - 
                
Outstanding at September 30, 2018   550,834   $3.32   $15,000 
Granted   -    -    - 
Exercised   -    -    - 
Cancelled   -    -    - 
                
Outstanding at September 30, 2019   550,834   $3.32   $761,767 
Granted   -    -    - 
Exercised   (546,334)   3.31    1,926,782 
Cancelled             - 
                
Outstanding at September 30, 2020   4,500   $3.78   $13,770 
Vested and expected to vest   4,500   $3.78   $13,770 
Options exercisable at September 30, 2020   4,500   $3.78   $13,770 

 

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The following table summarizes information about stock options under the 2009 Plan at September 30, 2020:

 

Options Outstanding  Options Exercisable 
Range of Exercise
Prices
  Outstanding
As of
September 30,
2020
   Weighted-
Average
Remaining
Contractual Life
   Weighted-
Average
Exercise Price
   As of September
30, 2020
   Weighted-
Average
Exercise Price
 
$0.00 - $5.00   4,500    0.9   $3.78    4,500   $3.78 

 

Fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. Options are exercisable over a maximum term of ten years from date of grant and vest typically over periods of three to five years from the grant date. The expected term of options represents the period of time that options granted are expected to be outstanding and is based on historical experience and the expected turnover rate of the employees receiving the options. Expected volatility is based on historical volatility of the Company’s stock. The risk free interest rate is based on U.S. Treasuries with maturities consistent with the expected life of the options in effect at the time of grant. Compensation expense for employee stock options includes an estimate for forfeitures and is recognized ratably over the vesting term.

 

The Company did not grant any options under the 2009 Plan in fiscal years 2020, 2019 and 2018.

 

Total compensation expense associated with stock option awards to employees under the 2009 Plan was $0 for each of the fiscal years ended September 30, 2020, 2019 and 2018, respectively.

 

Total share-based compensation expense associated with the annual grant of stock awards to non-employee directors under the 2009 Plan was approximately $0, $173,000 and $200,000 for the fiscal years ended September 30, 2020, 2019 and 2018, respectively.

 

At September 30, 2020, no unrecognized compensation expense, net of forfeitures, related to non-vested stock options under the 2009 Plan, will be recognized.

 

2019 Stock-Based Incentive Compensation Plan

 

The 2019 Plan authorizes the grant of stock appreciation rights, restricted stock, options and other equity-based awards. Options granted under the 2019 Plan may be either “incentive stock options” as defined in section 422 of the Code or nonqualified stock options, as determined by the Compensation Committee.

 

Subject to an adjustment necessary upon a stock dividend, recapitalization, forward split or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase or share exchange, extraordinary or unusual cash distribution, or similar corporate transaction or event, the maximum number of shares of common stock available for awards under the 2019 Plan is 750,000, plus 139,691 shares of common stock that were authorized but unissued under the 2009 Plan as of the effective date of the 2019 Plan (i.e., April 2, 2019), all of which may be issued pursuant to awards of incentive stock options. In addition, the 2019 Plan provides that no more than 300,000 shares may be awarded in any calendar year to any employee. On August 27, 2020, 100,000 stock options have been granted to Relland M. Winand, the Company’s Chief Financial Officer, under the 2019 Plan. As of September 30, 2020, there were 716,635 shares of common stock available for awards under the 2019 Plan.

 

If any award is forfeited, terminates or otherwise is settled for any reason without an actual distribution of shares to the participant, the related shares of common stock subject to such award will again be available for future grant. Any shares tendered by a participant in payment of the exercise price of an option or the tax liability with respect to an award (including, in any case, shares withheld from any such award) will not be available for future grant under the 2019 Plan. If there is any change in the Company’s corporate capitalization, the Compensation Committee must proportionately and equitably adjust the number and kind of shares of common stock which may be issued in connection with future awards, the number and kind of shares of common stock covered by awards then outstanding under the 2019 Plan, the aggregate number and kind of shares of common stock available under the 2019 Plan, any applicable individual limits on the number of shares of common stock available for awards under the 2019 Plan, the exercise or grant price of any award, or if deemed appropriate, make provision for a cash payment with respect to any outstanding award. In addition, the Compensation Committee may make adjustments in the terms and conditions of any awards, including any performance goals, in recognition of unusual or nonrecurring events affecting the Company or any subsidiary, or in response to changes in applicable laws, regulations, or accounting principles.

 

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Following is a summary of option activity under the 2019 Plan for the fiscal year ended September 30, 2020, and changes during the periods then ended:

 

       Weighted     
       Average   Aggregate 
       Exercise   Intrinsic 
   Options   Price   Value 
Outstanding at September 30, 2019   -   $-   $- 
Granted   100,000    7.10    - 
Exercised   -    -    - 
Cancelled   -    -    - 
                
Outstanding at September 30, 2020   100,000   $7.10   $- 
Vested and expected to vest   100,000   $7.10   $- 
Options exercisable at September 30, 2020   -   $-   $- 

 

The following table summarizes information about stock options under the 2019 Plan at September 30, 2020:

 

Options Outstanding  Options Exercisable 
Range of Exercise
Prices
  Outstanding
As of
September 30,
2020
   Weighted-
Average
Remaining
Contractual Life
   Weighted-
Average
Exercise Price
   As of September
30, 2020
   Weighted-
Average
Exercise Price
 
                          
$0.00 - $5.00   100,000    9.9   $7.1    -   $- 

 

Fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. Options are exercisable over a maximum term of ten years from date of grant and vest typically over periods of three to five years from the grant date. The expected term of options represents the period of time that options granted are expected to be outstanding and is based on historical experience and the expected turnover rate of the employees receiving the options. Expected volatility is based on historical volatility of the Company’s stock. The risk free interest rate is based on U.S. Treasuries with maturities consistent with the expected life of the options in effect at the time of grant. Compensation expense for employee stock options includes an estimate for forfeitures and is recognized ratably over the vesting term.

 

Below are the fair value assumptions used to record compensation expense, related to the 2019 Plan, for the following periods identified:

 

   Fiscal Year Ended September 30, 
   2020   2019 (1)   2018 (1) 
Expected dividend rate   -    -    - 
Expected volatility   58.4%   -%   -%
Weighted average risk-free interest rate   0.3%   -%   -%
Expected lives (years)   5.5    -    - 

 

 

(1) The Company did not grant any options in fiscal 2019 and 2018

 

The Company granted 100,000 options in fiscal year 2020.

 

Total compensation expense associated with stock option awards to employees under the 2019 Plan was $17,337 for fiscal year ended September 30, 2020 and $0 for each of the fiscal years ended September 30, 2019 and 2018, respectively.

 

Total share-based compensation expense associated with the annual grant of stock awards to non-employee directors under the 2019 Plan was approximately $160,000, $0 and $0 for the fiscal years ended September 30, 2020, 2019 and 2018, respectively.

 

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At September 30, 2020, unrecognized compensation expense of approximately $345,363, net of forfeitures, related to non-vested stock options under the 2019 Plan, will be recognized.

 

14. Commitments and Contingencies

 

Operating Leases

 

Rent expense under operating leases totaled approximately $141,000, $140,000 and $113,000 for the years ended September 30, 2020, 2019 and 2018, respectively. Future minimum lease payments under non-cancelable operating leases are $48,000 for the year ended September 30, 2020.

 

Purchase Obligations

 

A “purchase obligation” is defined as an agreement to purchase goods or services that is enforceable and legally binding on the Company and that specifies all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum or variable price provisions, and the approximate timing of the transaction. These amounts primarily comprise of open purchase order commitments entered in the ordinary course of business with vendors and subcontractors pertaining to fulfillment of the Company’s current order backlog. The purchase obligations on open purchase orders were $853,123, $1,082,928 and $730,275 as of September 30, 2020, 2019 and 2018, respectively.

 

Product Liability

 

The Company has product liability insurance of $50,000,000. The Company has not experienced any material product liability claims.

 

Legal Proceedings

 

In the ordinary course of business, the Company is at times subject to various legal proceedings and claims. The Company does not believe any such matters that are currently pending will, individually or in the aggregate, have a material effect on the results of operations or financial position.

 

15. Related Party Transactions

 

The Company incurred legal fees of $15,000, $8,000 and $0 for the fiscal years ended September 30, 2020, 2019 and 2018, respectively with a lawyer who is a shareholder of the Company.

 

16. Quarterly Financial Data (unaudited)

 

Summarized quarterly results of operations of the Company for the years ended September 30, 2020 and September 30, 2019 are presented below:

 

   Fiscal Year Ended September 30, 2020 
   First Quarter   Second Quarter   Third Quarter   Fourth Quarter 
Net sales  $4,511,428   $4,835,065   $5,953,689   $6,295,017 
Cost of sales   1,909,781    2,539,894    2,559,016    2,784,533 
Gross profit   2,601,647    2,295,171    3,394,673    3,510,484 
Operating income   231,758    51,763    1,244,446    1,217,487 
Net income   327,908    438,105    1,259,858    1,243,912 
                     
Net income per common share                    
Basic  $0.02   $0.03   $0.07   $0.07 
Diluted  $0.02   $0.03   $0.07   $0.07 

 

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   Fiscal Year Ended September 30, 2019 
   First Quarter   Second Quarter   Third Quarter   Fourth Quarter 
Net sales  $3,977,650   $4,203,127   $4,589,824   $4,801,988 
Cost of sales   1,811,847    1,856,921    2,064,617    1,942,734 
Gross profit   2,165,803    2,346,206    2,525,207    2,859,254 
Operating (loss) income   96,015    173,067    386,629    873,033 
Net income   139,421    202,499    511,259    997,117 
                     
Net (loss) income per common share                    
Basic  $0.01   $0.01   $0.03   $0.06 
Diluted  $0.01   $0.01   $0.03   $0.06 

 

Quarterly and full fiscal year EPS are calculated independently based on the weighted average number of shares outstanding during each period. As a result, the sum of each quarter’s per share amount may not equal the total per share amount for the respective year.

 

17. Business Segments

 

The Company operates in one business segment which designs, manufactures and sells flat panel displays, flight information computers, and advanced monitoring systems to the DoD, the Department of Interior, other government agencies, commercial air transport carriers and corporate/general aviation markets. The Company currently derives virtually all of its revenues from the sale of this equipment and related EDC.

 

Geographic Data

 

Most of the Company’s sales, operating results and identifiable assets are generated in the United States. In fiscal years 2020, 2019 and 2018, net sales outside the United States amounted to $9.4 million, $7.5 million and $4.7 million, respectively.

 

Product Data

 

The Company’s current product line includes FPDS, flight management systems, and air data systems and components. During fiscal years 2020, 2019 and 2018, the Company derived 80%, 90% and 75%, respectively, of its total product revenue from sales of FPDS. During fiscal years 2020, 2019 and 2018, the Company derived 20%, 10% and 25%, respectively, of total product revenues from the sale of air data systems related products. During fiscal 2020, 2019 and 2018, the Company derived 4%, 8% and 3%, respectively, of total revenues from the sale of EDC services.

 

18. Lease Recognition

 

On October 1, 2019, we adopted ASU 2016-02. This pronouncement requires lessees to record “right-of-use” assets and corresponding lease liabilities on the balance sheet for most leases. We adopted this pronouncement utilizing the transition practical expedient which eliminated the requirement that entities apply the new lease standard to the comparative periods presented in the year of adoption.

 

As part of our adoption, we elected to utilize the package of practical expedients permitted under the new standard, which allowed us to not reassess: (a) whether an existing contract is or contains a lease, (b) the classification for existing leases and (c) initial direct costs. Further, as permitted by the standard, we made an accounting policy election not to record right-of-use assets or lease liabilities for leases with an initial term of 12 months or less. Instead, consistent with previous accounting guidance, we will recognize payments for such leases in the statement of operations on a straight-line basis over the lease term.

 

We lease real estate and equipment under various operating leases. A lease exists when a contract or part of a contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. In determining whether a lease exists, we consider whether a contract provides us with both: (a) the right to obtain substantially all of the economic benefits from the use of the identified asset and (b) the right to direct the use of the identified asset.

 

Some of our leases include base rental periods coupled with options to renew or terminate the lease, generally at our discretion. In evaluating the lease term, we consider whether we are reasonably certain to exercise such options. To the extent a significant economic incentive exists to exercise an option, that option is included within the lease term. However, based on the nature of our lease arrangements, options generally do not provide us with a significant economic incentive and are therefore excluded from the lease term for the majority of our arrangements.

 

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Our leases typically include a combination of fixed and variable payments. Fixed payments are generally included when measuring the right-of-use asset and lease liability. Variable payments, which primarily represent payments based on usage of the underlying asset, are generally excluded from such measurement and expensed as incurred. In addition, certain of our lease arrangements may contain a lease coupled with an arrangement to provide other services, such as maintenance, or may require us to make other payments on behalf of the lessor related to the leased asset, such as payments for taxes or insurance. As permitted by ASU 2016-02, we have elected to account for these non-lease components together with the associated lease component if included in the lease payments. This election has been made for each of our asset classes.

 

The measurement of “right-of-use” assets and lease liabilities requires us to estimate appropriate discount rates. To the extent the rate implicit in the lease is readily determinable, such rate is utilized. However, based on information available at lease commencement for our leases, the rate implicit in the lease is not known. In these instances, we utilize an incremental borrowing rate, which represents the rate of interest that we would pay to borrow on a collateralized basis over a similar term.

 

The impact of the adoption of ASU 2016-02 on the balance sheet as of October 1, 2019 was:

 

   As Reported       Balance 
   September 30, 2019   Increase   October 1, 2019 
Operating lease right-of-use assets  $-   $130,018   $130,018 
Total assets   38,557,025    130,018    38,687,043 
Operating lease liabilities   -    84,892    84,892 
Total current liabilities   2,219,222    84,892    2,304,114 
Operating lease liabilities non-current   -    45,126    45,126 
Total liabilities   2,348,873    45,126    2,393,999 
Total liabilities and equity   38,557,025    130,018    38,687,043 

 

Future minimum lease payments under operating leases are as follows at September 30, 2019:

 

   

Twelve Months

    
   

Ending

   Operating 
   

September 30,

   Leases 
    2020    $86,822 
    2010     47,988 
Total minimum lease payments        $134,810 
Amount representing interest         (4,792)
Present value of minimum lease payments         130,018 
Current portion         (84,892)
Long-term portion of lease obligations        $45,126 

 

Rent expense and cash paid for various operating leases in aggregate are $141,000 for the periods ended September 30, 2020. The weighted average remaining lease term is 0.6 years and the weighted average discount rate is 5.0% as of September 30, 2020.

 

Future minimum lease payments under operating leases are as follows at September 30, 2020:

 

   

Twelve Months

    
    Ending
September 30,
   Operating
Leases
 
    2021    $47,988 
          - 
Total minimum lease payments        $47,988 
Amount representing interest         (2,862)
Present value of minimum lease payments         45,126 
Current portion         (45,126)
Long-term portion of lease obligations        $- 

 

19. Subsequent Events

 

On December 10, 2020, the Company’s Board of Directors declared a special cash dividend in the amount of $0.50 per share, payable on or about December 30, 2020 to shareholders of record as of the close of business on December 21, 2020. The total dividend payment is estimated to be approximately $8.6 million. Factoring in the payment of this dividend, the estimated tax characteristic of both this dividend per share and the Company’s earlier $0.65 per share special cash dividend which was payable on October 1, 2020 is 20% ordinary income and 80% return of capital.

 

The declaration and payment of any dividend in the future will be at the discretion of the Company’s Board of Directors.

 

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Item 9. Changes in and disagreements with accountants on accounting and financial disclosure.

 

None.

 

Item 9A. Controls and procedures

 

(a)We carried out an evaluation under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act of 1934. Based on that evaluation, our chief executive officer and chief financial officer concluded that these controls and procedures were effective as of September 30, 2020 to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission and accumulated and communicated to our management including our chief executive and financial officers, as appropriate, to allow timely decisions regarding required disclosure.

 

(b)Management’s annual report on internal control over financial reporting is set forth below on this Annual Report on Form 10-K.

 

(c)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.

 

Management’s report on internal control over financial reporting

 

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s principal executive officer and principal financial officer and intended to provide reasonable assurance regarding the reliability of financial reporting and preparation of the Company’s financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

 

The Company’s internal control over financial reporting includes policies and procedures that are intended to (1) pertain to maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of Company assets that could have a material effect on financial statements.

 

Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and, even when determined to be effective, can only provide reasonable, not absolute, assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate as a result of changes in conditions or deterioration in the degree of compliance.

 

Management assessed the effectiveness of the Company’s internal control over financial reporting as of September 30, 2020. This assessment was based on criteria for effective internal control over financial reporting described in “Internal Control-Integrated Framework (2013),” issued by the Committee on Sponsoring Organizations of the Treadway Commission. Based on this assessment, management believes that, as of September 30, 2020, internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. generally accepted accounting principles.

 

Item 9B. Other Information

 

None.

 

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PART III

 

Item 10. Directors, executive officers and corporate governance.

 

This information (other than information relating to executive officers included in Part I Item 1.) will be included in the Company’s Proxy Statement relating to its Annual Meeting of Shareholders, which will be filed within 120 days after the close of the Company’s fiscal year covered by this Annual Report on Form 10-K, and is hereby incorporated by reference to such Proxy Statement. IS&S has adopted a written code of business conduct and ethics, known as the Company’s code of conduct, which applies to all of its directors, officers, and employees, including its chief executive officer, its president, and its chief financial officer. The Company’s code of conduct is available on its website, www.innovative-ss.com. The code of conduct may also be obtained by contacting investor relations at (610) 646-9800. Any amendments to the Company’s code of conduct or waivers from provisions of the code for its directors and officers will be disclosed on the Company’s website promptly following the date of such amendment or waiver.

 

Item 11. Executive compensation.

 

This information will be included in the Company’s Proxy Statement relating to its Annual Meeting of Shareholders, which will be filed within 120 days after close of the Company’s fiscal year covered by this Report, and is hereby incorporated by reference to such Proxy Statement.

 

Item 12. Security ownership of certain beneficial owners and management and related stockholder matters.

 

This information will be included in the Company’s Proxy Statement relating to its Annual Meeting of Shareholders, which will be filed within 120 days after close of the Company’s fiscal year covered by this Report, and is hereby incorporated by reference to such Proxy Statement.

 

Equity Compensation Plan Information

 

The following table gives information about the Company’s common stock that may be issued upon the exercise of options and rights under all of its existing equity compensation plans and arrangements as of September 30, 2020.

 

Plan Category  Number of Securities to be
issued upon exercise of
outstanding options
warrants and rights
   Weighted-average
exercise price of
outstanding options
warrants and rights
   Number of Securities remaining available
for future issuance under equity
compensation plans (excluding securities
reflected in second column)
Equity compensation plans approved by security holders   104,500   $6.96   716,635
Equity compensation plans not approved by security holders         
Total   104,500       716,635

 

Prior to January 20, 2019, the Company made annual grants of restricted stock awards under the 2009 Plan to its non-employee directors. In the fiscal years ended September 30, 2020, 2019 and 2018, the Company granted to its non-employee directors a total of 0, 68,437 and 54,470 restricted shares, respectively, under the 2009 Plan.

 

Going forward, the Company expects to make annual grants of restricted stock awards to its non-employee directors under the 2019 Plan. In the fiscal years ended September 30, 2020, 2019 and 2018, the Company granted to its non-employee directors a total of 73,056, 0 and 0 restricted shares, respectively, under the 2019 Plan.

 

Total share-based compensation expense for non-employee directors was $160,000, $173,000 and $200,000 for the fiscal years ended September 30, 2020, 2019 and 2018, respectively.

 

Item 13. Certain relationships and related transactions and director independence.

 

Related Party Transactions

 

This information will be included in the Company’s Proxy Statement relating to its Annual Meeting of Shareholders, which will be filed within 120 days after close of the Company’s fiscal year covered by this Report, and is hereby incorporated by reference to such Proxy Statement.

 

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Item 14. Principal accounting fees and services

 

This information will be included in the Company’s Proxy Statement relating to its Annual Meeting of Shareholders, which will be filed within 120 days after close of the Company’s fiscal year covered by this Report, and is hereby incorporated by reference to such Proxy Statement.

 

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PART IV

 

Item 15. Exhibits, financial statement schedules.

 

(a)The following documents are filed as part of this report:

 

1.Financial Statements

 

See index to Financial Statements at Item 8 on page 36 of this report.

 

2.Financial Statement Schedules

 

Schedules have been omitted because they are not applicable or are not required or the information required to be set forth therein is included in the financial statements or notes thereto.

 

3.The following exhibits are filed as part of, or incorporated by reference into this report:

 

Exhibit
Number
  Exhibit Title
3.1   Articles of Incorporation of IS&S. (2)
3.2   Amended and Restated Bylaws of IS&S. (5)
     
4.1   Description of Capital Stock
     
10.2   Amendment No. 1 to the IS&S 1998 Stock Option Plan. (1) (3)
10.4   IS&S 2009 Stock-Based Incentive Compensation Plan (4)
10.5   Employment Agreement, dated February 14, 2012, between IS&S and Shahram Askarpour (6)
10.6   IS&S 2019 Stock-Based Incentive Compensation Plan (7)
     
21   Subsidiaries of IS&S.
23.1   Consent of Grant Thornton LLP
     
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.
     
101   XBRL Instance Document
101.INS   XBRL Taxonomy Extension Scheme Document
101.SCH   XBRL Taxonomy Extension Calculation Linkbase Document
101.CAL   XBRL Taxonomy Extension Definition Linkbase Document
101.DEF.   XBRL Taxonomy Extension Labe