UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2004
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. 0-3115
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: None
Indicate by check mark whether registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes No
The aggregate market value of the Registrant’s common stock held by non-affiliates of the Registrant as of December 6, 2004 was approximately $284,548,000. Shares of common stock held by each executive officer and director and by each person who owns 10% or more of our 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 December 6, 2004, there were 11,838,356 outstanding shares of the Registrant’s Common Stock.
Documents Incorporated by Reference
Portions of the Registrant’s Proxy Statement for the 2005 Annual Meeting of Shareholders to be filed prior to February 1, 2005 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.
2004 Annual Report on Form 10-K
Table of Contents
PART I
Item 1. Business
Overview
Innovative Solutions and Support, Inc. (the “Company”, “IS&S” or “We”) was founded in 1988. The Company designs, manufactures and sells flight information computers, flat-panel displays and advanced monitoring systems to the Department of Defense (DoD), government agencies, defense contractors, commercial air transport carriers, original equipment manufacturers (OEMs), and corporate/general aviation markets. Our strategy is to leverage the latest technologies developed for the personal computer and telecommunications industries into advanced, cost-effective solutions for both the aviation industry and DoD requirements. We believe that this approach, combined with our industry experience, enables us to develop high-quality products, substantially reduce product time to market and achieve cost advantages over the products offered by our competitors.
Historically, we have focused our efforts on developing and marketing air data systems that measure, calculate and display critical flight information, such as airspeed and altitude, and instruments that measure engine and fuel data, primarily for use in the aircraft retrofit market but also for the Original Equipment Manufacturer (OEM) market. Since fiscal 1997, a substantial portion of our revenues has been from the sale of air data systems that are critical for safe flight. Additionally, our air data equipment will bring aircraft into compliance with government regulations; including Reduced Vertical Separation Minimum (RVSM) requirements that have been phased in by regulatory authorities on most heavily traveled global flight routes. We believe we are one of three primary suppliers of RVSM products to the U.S. retrofit market. As a result of our expertise, we were selected as a supplier of RVSM systems and components in connection with the United States Air Force’s KC-135 retrofit program, which we believe to be one of the largest U.S. military RVSM retrofit programs to date. The Company successfully completed this major multi-year procurement in fiscal 2002. We have been selected by a number of airframe OEM’s and modification centers as an RVSM system supplier for a variety of air transport and business aviation aircraft.
Advances in technology are providing pilots increasing amounts of information that enhance both the safety and efficiency of flying. However, the limited amount of space in the cockpit coupled with inefficiencies associated with currently used displays inhibits the display and integration of this information in a user-friendly manner.
During fiscal 2000, we introduced our large flat-panel display system, or Cockpit Information Portal (CIP), which is the first in a series of new products we intend to develop to enhance the management and integration of cockpit information. Our CIP is the centerpiece of our cockpit information management system that organizes and displays a multitude of flight information. This system provides enhanced growth capability for systems that will become available to pilots in the future. This information may be generated from a variety of sources, including our RVSM air data system, our engine and fuel instrumentation, or from third-party data and information products.
In fiscal 2003 our CIP product line was advanced by the capture of two strategic programs. The first was the U.S. Navy Landing Craft Air Cushion (LCAC) Service Life Extension Program on which the Company provided six large flat panel displays. The second award came from Boeing to provide Aerial Refuel Operator Control Display Units for Boeing’s Global Tanker Transport Aircraft.
In fiscal 2004 the CIP product line was further advanced when the Federal Aviation Administration (FAA) awarded the Company a Technical Standard Order (TSO) for the large flat panel display or CIP. The TSO establishes the product as meeting the requirements that have been implemented by the FAA to ensure safe flight on a variety of aircraft types. The TSO awarded to the Company addresses the most stringent Commercial Air Transport Market requirements as provided in Section 14 of the Code of Federal Regulation, subpart 25, Commercial Air Transport.
Our Industry
A wide range of information, including airspeed and altitude, is critical for the proper and safe operation of aircraft. With advances in technology, new types of information to assist pilots, such as weather depiction and ground terrain maps, are becoming available for display in cockpits. We believe that aircraft cockpits will increasingly become information centers, capable of delivering additional information that is either mandated by regulation or demanded by pilots to assist them in the safe and efficient operation of aircraft.
There are three general types of flight data: flight critical aircraft control information such as air data, which includes aircraft speed, altitude and rates of ascent and descent; aircraft heading and altitude as well as engine data such as fuel and oil quantity and other engine measurements; navigation data such as radio position, flight management and GPS and alternative source information, which is information not originating on the aircraft, including weather depiction maps, GPS navigation and surface terrain maps. 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, RPM and pressure within an aircraft’s engines and other mechanical equipment. Alternative source information is typically derived from satellites or equipment located on land and fed by satellite or radio signals to the aircraft. Pilots can then display this information in the cockpit for reference.
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Traditionally, flight data and other cockpit information were displayed on a series of separate analog dials. In the early 1980s, digital displays using cathode ray tubes began to replace some of the individual analog displays. The industry has now begun to develop color flat panel displays using liquid crystal displays (LCD) to replace traditional analog or digital displays. We expect that the ability to display more information in a space-efficient and customized platform will become increasingly important as additional information, such as weather depiction maps, traffic information and surface terrain maps, becomes mandated by regulation or demanded by pilots. Accordingly, we believe that flat panel displays, which can integrate and display a “suite” of information, will increasingly replace individual displays as the method for delivering and ordering the information displayed in the cockpit.
Air Data and Reduced Vertical Separation Minimum (RVSM)
Pilots use air data for a number of important purposes, including maintaining safe separation from other aircraft. Until recently, aircraft on a similar flight path at altitudes between 29,000 and 41,000 feet have been required to maintain a vertical separation of at least 2,000 feet. As air travel has increased over the past decade, U.S. and global aviation authorities sought ways to increase traffic flow on high traffic routes. These organizations have developed RVSM for adoption in the most congested air space to reduce vertical separation between aircraft from 2,000 feet to 1,000 feet. RVSM essentially doubles flight routes within a vertical airspace, thereby increasing aircraft capacity on high traffic routes throughout the world.
Safe travel on RVSM routes requires that an aircraft’s altimeter be extremely accurate, and aircraft flying RVSM routes must have RVSM-certified equipment. RVSM has been in effect, as part of the international mandate, between 29,000 and 41,000 feet for certain North Atlantic routes since March 1997. Western Atlantic air routes commenced in 2001 and, as of January 2002, RVSM was phased in on Trans-Pacific and European air routes. We believe the North American market comprises over half of the total RVSM marketplace. On October 24, 2003, the Federal Aviation Administration (FAA) affirmed the mandatory compliance date for Domestic Reduced Vertical Separation Minimum (DRVSM) as January 20, 2005.
The Company is well positioned to support the aviation industry’s needs in both a timely and cost effective manner. The recent investment in a new manufacturing facility was made to ensure we would have the production capacity to meet the market demands associated with this mandate. It is clear the number of planes that need to receive updated equipment in order to fly in RVSM space will not all make the compliance deadline. While there is equipment capacity to accommodate the demand, there are insufficient installation facilities, as planes need to be grounded for several days in order to change out equipment. Accordingly, the demand will continue well into 2005.
Flat Panel Displays
Air data and other flight information have traditionally been displayed on analog instrumentation and, more recently, individual small digital displays. Within the last several years, color flat panel displays began to be used in aircraft cockpits. Flat panel displays are LCD screens that can replicate the display of one or a suite of analog or digital displays on one screen. Like other instrumentation, flat panel displays can be installed in new aircraft or used to replace existing displays in aircraft already in use. LCDs are also being used for cabin entertainment, security monitoring on-board aircraft and as tactical workstations on military aircraft. The flat panel product line presents numerous advantages for the presentation of engine performance data as well.
Engine and Fuel Displays
Equipment data, such as engine and fuel related data, traditionally have been displayed on conventional solid-state displays. Equipment data displays fuel and oil levels and provides information on engine activity, including oil and hydraulic pressures and temperature. This instrumentation includes individual and multiple displays clustered throughout an aircraft’s cockpit. Engine and fuel displays tend to be replaced more frequently than other displays due to normal wear-and-tear. As the information displayed by this instrumentation is vital for safe and efficient flight, aircraft operators continue to purchase individual conventional engine and fuel displays to replace older or non-functioning displays.
Strategy
Our objective is to become a leading supplier and integrator of cockpit information. We believe that our industry experience and reputation, our technology and products and our business strategy provide a basis to achieve this objective. Key elements of our strategy include:
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| • | Maintaining our leadership in the air data markets. We believe that we are one of the largest suppliers of air data products to the U.S. retrofit market. |
| • | Establishing leadership in the flat panel display market. We expect that over the next several years, many aircraft will either be retrofitted or newly manufactured with flat panel displays. Given the versatility, visual appeal and lower cost of displaying a series of instruments and other flight-relevant information on a single flat panel, we believe that flat panel displays will increasingly replace individual analog and digital instruments. We also believe that our CIP has significant benefits over the flat panel displays currently offered by our competitors, including its lower cost, larger size and enhanced viewing angles. Accordingly, we believe that these advantages will allow us to generate significant revenues from our CIP and gain significant market share within this market. |
| • | Continuing our engineering and product development successes. We have developed innovative products by combining our avionics, engineering and design expertise with commercially available technologies, components and products from non-aviation applications, including the personal computer and telecommunications industries. We believe our processes allow us to bring products to market quickly and to control our development costs. Our CIP is an example of our ability to engineer a superior product through the selective application of non-avionic technology. |
| • | Increasing our sales to the DoD, government agencies, defense contractors, commercial air transport and corporate/general aviation markets. We have strengthened our efforts to diversify our sales to include all end user markets of the aviation industry, particularly legacy military aircraft programs and the commercial air transport market, including national and regional carriers and other fleet operators as well as the corporate/general aviation market, primarily through aircraft modification centers, as well as the OEM market. We have begun building a sales and marketing force dedicated to expanding our sales efforts to these markets while at the same time maintaining our position as a provider of avionics products for the DoD. |
| • | Expanding our international presence. We plan to increase our international sales through expanding sales and marketing personnel and adding foreign offices. As large flat panel displays become more prevalent throughout the world, we believe that European and other international aircraft operators and aircraft modification centers will accelerate their retrofitting activities, thereby increasing the demand for large flat panel displays. |
| • | Growth through acquisitions or joint ventures. We intend to pursue strategic acquisitions or joint ventures as a means of growing our business with respect to both information management products and content. We have identified profiles of the types of companies we would like to acquire and are evaluating various potential forms of joint ventures. We may seek to acquire developers or suppliers of complementary products, technology or information, or we may acquire suppliers of similar products as a means of increasing our product offerings and market share. |
Our Products
Our current line of products includes:
Air Data and RVSM Systems and Components
Our air data and RVSM products calculate and display various measures of air data, such as aircraft speed, altitude and rate of ascent and descent. The functionality of our traditional non-RVSM air data systems and our RVSM systems is similar. However, our RVSM systems use advanced sensors to gather air pressure data and customized algorithms to interpret the data, thus allowing the system to more accurately calculate altitude and to qualify for RVSM certification.
We sell individual components as well as partial and complete air data systems. Our 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 types of airspeed measurements including vertical airspeed and rates of ascent and descent; and |
| • | altitude alerters, which allow the pilot to select a desired cruising altitude that the aircraft will reach and maintain. |
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Flat Panel Displays
We have developed a large flat panel color display that can replace the conventional analog and digital displays currently used in a cockpit and can also display additional information that is not now commonly displayed in the cockpit. Our Cockpit Information Portal (CIP) is capable of displaying nearly all types of air data, equipment data, altitude, heading and navigational data as well as alternative source information. As technology and information delivery systems further develop, additional information, such as surface terrain maps, will be displayed in the cockpit. We have designed our CIP to be capable of displaying information generated from a variety of sources, including our RVSM air data system, our engine and fuel instrumentation and third-party data and information products.
Our flat panel display system has demonstrated its broad capability by being selected by the U.S. Navy for application on a Service Life Extension Program for the Landing Craft Air Cushion (LCAC) vehicle. In this program six IS&S flat panel displays replace the previous outdated displays. This kit includes two sizes of displays–10-inch and 15-inch. This program is in current production. Over 75 LCACs exist in the U.S. Navy fleet.
The flat panel display system broad capability was further demonstrated when The Boeing Company selected our displays for use on its new B767 Global Tanker Transport Aircraft (GTTA). This new refueling and transport aircraft is intended to provide a significant upgrade in capability to air forces around the world. The aircraft has already been sold to Japan and Italy. The U.S. Air Force is expected to purchase this aircraft as a replacement for the KC-135 tanker. The Company’s equipment on the GTTA includes two displays and one Symbol Generator (SG). The SG is a computer capable of displaying graphics on our flat panel displays.
The Boeing GTTA program represents a series of opportunities for the Company. In addition to the United States Air Force, several foreign governments have picked the GTTA program to replace their aging refueling tankers. The initial GTTA business the Company received from Boeing is for end use with the Italian government and is expected to continue without interruption. The United States Air Force order of 100 planes, however, is currently on hold and under investigation.
On July 2, 2004 the Federal Aviation Administration (FAA) awarded the Company a Technical Standard Order (TSO) for the large flat panel display or CIP. The TSO establishes our flat panel display as meeting FAA requirements that have been put in place to ensure safe flight on a variety of aircraft types. The TSO awarded to the Company addresses the most stringent Commercial Air Transport Market requirements as provided in Section 14 of the Code of Federal Regulation, subpart 25, Commercial Air Transport.
Engine and Fuel Displays
We develop, manufacture and market engine and fuel displays. Our solid-state multifunction displays convey information with respect to fuel and oil levels as well as engine activity, such as oil and hydraulic pressures and temperature. This instrumentation includes individual and multiple displays clustered throughout an aircraft’s cockpit. Our displays can be used in conjunction with our own engine and fuel data equipment or that of other manufacturers.
Engine and fuel displays are found in all aircraft and are vital to the safe and proper flight of aircraft. In addition, the accurate conveyance of engine and fuel information is critical for the monitoring of engine stress and the maintenance of engine parts. Engine and fuel displays tend to be replaced more frequently than other displays and have remained largely unchanged since their introduction due to their low cost, standard design and universal use.
We believe that our engine and fuel displays are extremely reliable, and we have designed them to be programmable to adapt easily without major modification to most modern aircraft. Our products have been installed on C-130H, DC-9, DC-10, P3 and A-10 aircraft.
Customers
Our customers include, among others, the United States Government, Garrett, Bombardier Aerospace (the manufacturer of Learjet), Raytheon, Northwest Airlines, ASTAR Air Cargo (formerly DHL Airways, Inc.), Federal Express Corporation, The Boeing Company, Lockheed Martin Corporation, Rockwell Collins, Airborne Express, Gulfstream Aerospace Corporation, Plain Avionics and Star Aviation.
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Retrofit Market
Historically, the majority of our sales have come from the retrofit market. Among other reasons, we have pursued the retrofit market because of its continued rapid growth in response to the increasing need to support the world’s aging fleet of aircraft.
Updating an individual aircraft’s existing electronics equipment has become increasingly common as new technology makes existing instrumentation outdated while an aircraft is still structurally and mechanically sound. Retrofitting an aircraft is generally a substantially less expensive alternative to purchasing a new aircraft. We expect our main customers in the retrofit market to be:
• the DoD and defense contractors;
• aircraft operators; and
• aircraft modification centers.
Department of Defense and Defense Contractors. We sell our products directly to the DoD as well as to 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 or Rockwell Collins, or a direct contract with the appropriate government agency such as the United States Air Force’s requirement for replacing Central Air Data Computers on the fleet of A-10 aircraft. The government’s desire for cost-effective retrofitting of aircraft has led it to purchase commercial off-the-shelf equipment rather than requiring the development of specially designed products, which are usually more costly and take a longer time to develop. These contracts tend to be on commercial terms, although some of the termination and other provisions of government contracts described below are typically applicable to these contracts. Each government agency or general contractor retains the right to terminate the contract at any time at its convenience. Upon such alteration or termination, we would be entitled to an equitable adjustment to the contract price so that we may receive the purchase price for already delivered items and reimbursement for allowable costs incurred.
Aircraft Operators. We also sell our products to aircraft operators, including commercial airlines, cargo carriers and business and general aviation. Our products are used mostly in the retrofitting of aircraft owned or operated by these customers, which generally retrofit and maintain their aircraft themselves. Our commercial fleet customers include Northwest Airlines, Air Canada, Midcoast, MK Airlines, ASTAR Air Cargo, Emery, ABX Air, Federal Express, Kitty Hawk, ARC, Champion and Kelowna Flightcraft LTD. We sell these customers a range of products from fuel quantity indicators to air data systems.
Aircraft Modification Centers. Based on industry data, we believe there are approximately 12,800 private and corporate aircraft in service in North America. The primary retrofit market for private and corporate jets is through aircraft modification centers, which repair and retrofit private aircraft in a manner similar to the way auto mechanics service a person’s car. We have established relationships with a number of aircraft modification centers throughout the United States. These modification centers essentially act as distribution outlets for our products. We believe that our air data systems and related components are being promoted by aircraft modification centers to update older or outdated equipment. Our large modification center customers include Bombardier Learjet, Garrett Aviation, AVCON, Star Aviation, Plain Avionics and Raytheon Aircraft Services.
We anticipate that retrofitting of air data systems by aircraft modification centers, and thus the demand for our RVSM products, will increase significantly as RVSM is phased-in on many of the world’s most popular flight routes. Furthermore, we anticipate that as flat panel displays gain popularity, aircraft modification centers will become significant customers of our flat panel product as aircraft owners seek to upgrade their display systems.
OEM Market
We also market our products to original equipment manufacturers, particularly manufacturers of corporate and private jets as well as to DoD contractors manufacturing military jets. Customers of our products include Bombardier (the manufacturer of Learjet), Gulfstream, Boeing, Raytheon, Piaggio and Lockheed.
Most aircraft manufacturers equip their current production aircraft with RVSM-compliant air data systems. In addition, we expect that as flat panel displays become increasingly popular, OEMs will begin manufacturing an increasing percentage of their aircraft with flat panel displays, either as standard or optional equipment. Most new high-end business aviation aircraft have flat panel displays as standard equipment.
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Backlog
As of September 30, 2004, our released backlog was $35.4 million. This represented an increase of $11.3 million or 47% from the September 30, 2003 released backlog of $24.1 million. We anticipate that essentially all of the current released backlog will be delivered to customers in fiscal 2005.
Sales and Marketing
We have generally focused our sales efforts on the DoD, DoD contractors, aircraft operators and OEMs, and more recently on aircraft modification centers. We have recently increased our sales efforts with respect to the commercial and corporate aviation markets. To date, we have made substantial use of third-party sales representatives for our sales efforts. We compensate these third-party sales representatives through commissions.
We believe that our ability to provide prompt and effective repair and upgrade service is critical to our marketing efforts. As part of our customer service program, we have implemented a 24-hour hotline that customers can call with respect to product repair or upgrade concerns. We employ five field service engineers to service our equipment and, depending on the service required, we may either dispatch a service crew to make necessary repairs or request that the customer return the product to us for repairs or upgrades at our facility. In the event repairs or upgrades are required to be made at our facility, we provide spare products for use by our customers during the repair time. Our in-house turnaround repair times average 15 days and turnaround upgrade times average 30 days. Before returning our products to customers, all repaired or upgraded products are retested for airworthiness.
In connection with our customer service program, we typically provide our customers with a two-year warranty on new products. We also offer our customers extended warranties of varying terms for additional fees.
Government Regulation
The manufacture and installation of our products in aircraft owned and operated in the United States is governed by U.S. Federal Aviation Administration (FAA) regulations. We maintain an FAA certified production facility. The most significant of the product and installation regulations focus on Technical Standard Order (TSO) and Supplemental Type Certificate (STC) certifications. These certifications set forth the minimum general standards that a certain type of equipment should meet. As required, we deliver our product in accordance with FAA regulations.
Sales of our products to European or other non-U.S. owners of aircraft also typically require approval of the Joint Aviation Authorities (JAA), the European counterpart of the FAA, or another appropriate governmental agency. JAA certification requirements for the manufacturing and installation of our products in European-owned aircraft mirror the FAA regulations. Much like the FAA certification process, the JAA has established a process for granting European Certifications.
In addition to product-related regulations, we are also subject to the government’s procurement regulations with respect to sales of our products to government entities or government contractors. These regulations dictate the manner in which products may be sold to the government and set forth other requirements that must be met in order to do business with or on behalf of government entities. For example, pursuant to such regulations, the government agency or general contractor may alter the price, quantity or delivery schedule of our products. In addition, the government agency or general contractor retains the right to terminate the contract at any time at its convenience. Upon such alteration or termination, we would be entitled to an equitable adjustment to the contract price so that we may receive the purchase price for already delivered items and reimbursement for allowable costs incurred.
Manufacturing, Assembly and Materials Acquisition
Our manufacturing activities consist primarily of assembling and testing components and subassemblies and integrating them into a finished system. We believe that this method allows us to achieve relatively flexible manufacturing capacity while minimizing expenses. We generally purchase the components for our products from third-party vendors and assemble them in a clean room environment to reduce impurities and improve the performance of our products. Many of the components we purchase are standard products, although certain parts are made to our specifications.
When appropriate, we enter into long-term supply agreements and use our relationships with long-term suppliers to improve product quality and availability and to reduce delivery times and product costs. In addition, we are continually identifying alternative suppliers for important component parts. Using component parts from new suppliers in our products generally requires FAA certification of the entire finished product if the newly sourced component varies significantly from our original drawings and specifications. To date, we have not experienced any significant delays in the delivery of our products caused by the inability to obtain either component parts or FAA approval of products incorporating new component parts.
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Quality Assurance
Product quality is of vital importance to our customers, and we have taken steps to enhance the overall quality of our products. We are ISO 9001 and AS 9100 certified. ISO 9001 and AS 9100 standards are an international consensus on effective management practices with the goal of ensuring that a company can consistently deliver its products and related services in a manner that meets or exceeds customer quality requirements. These standards allow us to represent to our customers that we maintain high quality industry standards in the education of our employees and the design and manufacture of our products. In addition, our products undergo extensive quality control testing prior to being delivered to customers. As part of our quality assurance procedures, we maintain detailed records of test results and our quality control processes.
Our Competition
The market for our products is highly competitive and characterized by several industry niches in which a number of manufacturers specialize. Our competitors vary in size and resources, and substantially all of our competitors are much larger and have substantially greater resources. With respect to air data systems and related products, our principal competitors include Kollsman Inc., Honeywell International Inc., Rockwell Collins, Inc., Thales and Smiths PLC. With respect to flat panel displays, our principal competitors currently include Honeywell, Rockwell Collins, Inc., L-3 Communications and Smiths. However, because the flat panel display industry is a new and evolving market, as the demand for flat panel displays increases, we may face competition in this area from additional companies in the future.
We believe that the principal competitive factors in the markets we serve are cost, development cycle time, responsiveness to customer preferences, product quality, technology, reliability and breadth of product line. We believe that our significant and long-standing customer relationships reflect our ability to compete favorably with respect to these factors.
Intellectual Property and Proprietary Rights
We rely on patents to protect our proprietary technology. We currently hold twelve U.S. patents and have seven U.S. patent applications pending relating to our technology. In addition, we have eight international patents and twenty-four international patent applications pending. Our patents have durations of between 3 and 18 years. Certain of these patents and patent applications cover technology relating to air data measurement systems and RVSM calibration techniques while others cover technology relating to flat panel display systems and other aspects of our CIP solution. While we believe that these patents have significant value in protecting our technology, we also believe that the innovative skill, technical expertise and the know-how of our personnel in applying the technology reflected in our patents would be difficult, costly and time consuming to reproduce.
While there are no pending lawsuits against us regarding the infringement of any patents or other intellectual property rights, we cannot be certain that such infringement claims will not be asserted against us in the future.
Innovative Solutions and Support Website
Our primary website is at http://www.innovative-ss.com. We make available, free of charge, at our corporate website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
Our Employees
As of September 30, 2004, we had 129 employees, 61 were in our manufacturing and assembly operations, 33 in research and development, 11 in quality and 24 in selling & general administrative positions.
Our future success depends on our ability to attract, train and retain highly qualified personnel. We plan to hire additional personnel, including, in particular, sales and marketing personnel, during the next twelve months. Competition for such qualified personnel is intense and we may not be able to attract, train and retain highly qualified personnel in the future. Our employees are not represented by a labor union.
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Executive Officers of the Registrant
The following is a list of our executive officers, their ages and their positions:
| Name | Age | Position | |||||||||||
| Geoffrey S. M. Hedrick | 62 | Chairman of the Board and Chief Executive Officer | |||||||||||
| Roman G. Ptakowski | 56 | President | |||||||||||
| James J. Reilly | 64 | Chief Financial Officer | |||||||||||
| Roger E. Mitchell | 50 | Vice President of Operations |
Geoffrey S. M. Hedrick has been our Chief Executive Officer since he founded IS&S in February 1988 and our 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 also founded Harowe Systems, Inc. in 1971, which was subsequently acquired by Smiths Industries. Mr. Hedrick has over 35 years of experience in the avionics industry, and he holds a number of patents in the electronics, optoelectric, electromagnetic, aerospace and contamination-control fields.
Roman G. Ptakowski has been our President since March 2003. Prior to that, Mr. Ptakowski served as a Group Vice President and General Manager and, before that, as a Vice President of Sales and Marketing at B/E Aerospace, Inc. Previously, Mr. Ptakowski held a number of positions with increasing responsibility within ASEA Brown Boveri Power T&D Company, Inc. There, he was General Manager of the Protective Relay Division before leaving to join B/E Aerospace, Inc. Mr. Ptakowski received a B.S. in Electrical Engineering from New York University and a MBA from Duke University.
James J. Reilly has been our Chief Financial Officer since February 2000. From 1996 to 1999, Mr. Reilly was employed by B/E Aerospace, Inc., Seating Products Group, where he served as Vice President and Chief Financial Officer. From 1989 to 1996, Mr. Reilly was employed by E-Systems, Inc. as Vice President and Principal Accounting Officer. Mr. Reilly received a Bachelor of Science degree and a MBA from The University of Hartford.
Roger E. Mitchell has been our Vice President of Operations since September 1999. From July 1998 until September 1999, Mr. Mitchell served as our Director of Operations. Prior to joining us, Mr. Mitchell was employed by AlliedSignal, where he held various positions, including Operations Manager from 1994 to 1998. Mr. Mitchell received a Bachelor of Arts degree from Lewis University.
In fiscal 2001 we purchased 7 and 1/2 acres of land in the Eagleview Corporate Park located in Exton, Pennsylvania, a suburban Philadelphia location. There we constructed a 44,800 square foot design, manufacturing and office facility. Land development approval allows for expansion of up to 20,400 additional square feet. This would provide for a 65,200 square foot facility. The construction was principally funded with a Chester County Industrial Revenue Bond. The building serves as security for the Industrial Revenue Bond.
In the ordinary course of our business, we are at times subject to various legal proceedings. We do not believe that any current legal proceedings will have a material adverse effect on our results of operations or financial position.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of our shareholders during the three months ended September 30, 2004.
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Part II
Item 5. Market for the Registrant’s Common Equity and Related Stockholder Matters.
Our common stock has been traded on the Nasdaq National Market under the symbol “ISSC” since our initial public offering on August 4, 2000. The following table lists the high and low per share sale prices for our common stock for the periods indicated:
| Fiscal 2004 | Fiscal 2003 | ||||||||||
| Period | High | Low | High | Low | |||||||
| First Quarter | $ | 18.25 | $ | 7.58 | $ | 8.00 | $ | 5.50 | |||
| Second Quarter | $ | 17.10 | $ | 11.90 | $ | 6.49 | $ | 5.50 | |||
| Third Quarter | $ | 21.60 | $ | 13.85 | $ | 9.06 | $ | 5.70 | |||
| Fourth Quarter | $ | 29.10 | $ | 19.06 | $ | 8.49 | $ | 6.62 | |||
On December 6, 2004, there were 43 holders of record of the shares of outstanding common stock.
We have not paid cash dividends on our common stock, and we do not expect to declare cash dividends on our common stock in the near future. We intend to retain any earnings to finance the growth of our business.
Equity Compensation Plan Information
The following table gives information about our common stock that may be issued upon the exercise of options, warrants and rights under all of our existing equity compensation plans and arrangements as of September 30, 2004, including the 1998 Stock Option Plan.
| 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 | 560,458 | $ | 10.19 | 194,012 | |||
| Equity compensation plans not approved by security holders | 0 | $ | 0 | 0 | |||
| Total | 560,458 | $ | 10.19 | 194,012 | |||
The 2003 Restricted Stock Plan for non-employee directors was approved by shareholders at the Company’s February 26, 2004 Annual Meeting of Shareholders. Each individual who was an eligible Director on both October 1, 2003 and February 26, 2004, was automatically granted a one-time award of restricted stock for shares having a fair market value of $25,000 as of the close of business on October 1, 2003. The shares vest quarterly during the fiscal year, provided that the director was still serving on the board on the date the shares were scheduled to vest. Six of our seven non-employee directors received a grant of 3,125 shares of restricted stock as of October 1, 2003. The remaining Director received a pro rated grant of 2,500 shares as of October 1, 2003.
Item 6. Selected Financial Data.
The following tables present portions of our consolidated financial statements. You should read the following selected consolidated financial data set forth below together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes to our financial statements appearing elsewhere herein. The selected statement of operations data for the years ended September 30, 2004, 2003 and 2002 and the balance sheet data as of September 30, 2004 and 2003 are derived from our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. The selected statements of operations data for the years ended September 30, 2001 and 2000 and the balance sheet data as of September 30, 2002, 2001 and 2000 are derived from our audited consolidated financial statements that are not included in this Annual Report on Form 10-K.
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| Fiscal year ended September 30, | |||||||||||||||
| 2000 | 2001 | 2002 | 2003 | 2004 | |||||||||||
| Statement of Operations Data: | |||||||||||||||
| Net sales | $ | 33,273,890 | $ | 34,384,562 | $ | 28,345,620 | $ | 28,168,752 | $ | 46,099,777 | |||||
| Cost of sales | 14,819,043 | 14,477,868 | 11,290,085 | 11,346,057 | 15,663,108 | ||||||||||
| Gross profit | 18,454,847 | 19,906,694 | 17,055,535 | 16,822,695 | 30,436,669 | ||||||||||
| Research and development | 3,274,708 | 4,371,570 | 4,755,422 | 3,376,849 | 4,811,156 | ||||||||||
| Selling, general and administrative | 4,951,732 | 5,777,929 | 5,732,886 | 5,890,362 | 7,567,959 | ||||||||||
| Total operating expenses | 8,226,440 | 10,149,499 | 10,488,308 | 9,267,211 | 12,379,115 | ||||||||||
| Operating income | 10,228,407 | 9,757,195 | 6,567,227 | 7,555,484 | 18,057,554 | ||||||||||
| Interest (income) expense, net | (564,555 | ) | (2,196,401 | ) | (722,850 | ) | (450,421 | ) | (404,727 | ) | |||||
| Income before income taxes | 10,792,962 | 11,953,596 | 7,290,077 | 8,005,905 | 18,462,281 | ||||||||||
| Income tax (expense) benefit, net | (4,043,405 | ) | (4,422,831 | ) | (1,879,799 | ) | (2,464,715 | ) | (6,530,084 | ) | |||||
| Net income | $6,749,557 | $ | 7,530,765 | $ | 5,410,278 | $ | 5,541,190 | $ | 11,932,197 | ||||||
| Net income per common share: | |||||||||||||||
| Basic | $ | 0.86 | $ | 0.59 | $ | 0.42 | $ | 0.45 | $ | 1.03 | |||||
| Diluted | $ | 0.66 | $ | 0.57 | $ | 0.41 | $ | 0.44 | $ | 1.00 | |||||
| Weighted average shares outstanding | |||||||||||||||
| Basic | 7,893,630 | 12,731,395 | 12,830,894 | 12,261,084 | 11,600,253 | ||||||||||
| Diluted | 10,231,931 | 13,284,484 | 13,069,387 | 12,495,774 | 11,952,120 | ||||||||||
| September 30, | |||||||||||||||
| 2000 | 2001 | 2002 | 2003 | 2004 | |||||||||||
| Balance Sheet Data: | |||||||||||||||
| Cash and cash equivalents | $ | 38,657,433 | $ | 42,769,837 | $ | 52,245,754 | $ | 48,789,744 | $ | 65,867,167 | |||||
| Working capital | 50,944,599 | 56,254,288 | 59,158,307 | 55,996,411 | 70,627,114 | ||||||||||
| Total Assets | 60,746,527 | 68,051,426 | 72,616,685 | 69,876,625 | 87,468,627 | ||||||||||
| Debt and capital lease obligations, | |||||||||||||||
| less current portion | 4,265,447 | 4,252,635 | 4,235,000 | 4,235,000 | 4,255,681 | ||||||||||
| Total shareholders’ equity | 50,822,496 | 60,378,704 | 64,726,210 | 61,058,290 | 75,454,987 | ||||||||||
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
All statements made in this Annual Report on Form 10-K, other than statements of historical fact, are forward-looking statements. The words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “may”, “plan”, “will”, “would”, “should”, “guidance”, “potential”, “continue”, “project”, “forecast”, and similar expressions, beliefs, assumptions, estimates and forecasts about our business and the industry and markets in which we operate are not guarantees of future performance and involve risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or implied by these forward-looking statements. Factors which may affect our business, financial condition and operating results are discussed under “Risk Factors”. We expressly disclaim any intent or obligation to update these forward-looking statements.
Overview
Innovative Solutions and Support was founded in 1988. The Company designs, develops, manufactures and markets flight information computers, large flat-panel displays and advanced monitoring systems that measure and display critical flight information, including data relative to aircraft separation (RVSM), airspeed and altitude as well as engine and fuel data measurements.
Our sales are derived from the sale of our products to the retrofit market and, to a lesser extent, original equipment manufacturers (OEMs). Our customers include the DoD and their commercial contractors, aircraft operators, aircraft modification centers and various OEMs. Although we occasionally sell our products directly to the DoD, we primarily have sold our products to commercial customers for end use in DoD programs. Sales to defense contractors are on commercial terms, although some of the termination and other provisions of government contracts are applicable to these contracts.
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Our cost-of-sales are comprised of material components purchased through our supplier base and direct in-house assembly labor and overhead costs. Many of the components we use in assembling our products are standard, although certain parts are manufactured to meet our specifications. The overhead portion of cost of sales is primarily comprised of salaries and benefits, building occupancy, supplies, and outside service costs related to our production, purchasing, material control and quality departments as well as warranty costs.
We intend to continue investing in the development of new products that complement our current product offerings and will expense associated research and development costs as they are incurred.
Our selling, general and administrative expenses consist of sales, marketing, business development, professional services and salaries and benefits for executive and administrative personnel as well as facility costs, recruiting, legal, accounting and other general corporate expenses.
Results of Operations
Fiscal Year Ended September 30, 2004 Compared to Fiscal Year Ended September 30, 2003
Net sales. Net sales increased $17.9 million or 64% to $46.1 million for the fiscal year ended September 30, 2004 from $28.2 million in the fiscal year ended September 30, 2003. The rise in net sales was primarily due to increased demand for our Air Data Display Units, Digital Air Data Computers and other related air data products. The increased demand is in response to commercial aviation and air transport customers continuing to upgrade their respective aircraft with up-to-date air data systems that fully meet the Federal Aviation Administration’s (FAA) Reduced Vertical Separation Minimum (RVSM) mandate. Several customers, including Garrett, Northwest Airlines, Bombardier, Plain Avionics, Raytheon, Star Aviation and AVCON contributed to the year over year growth.
Cost of sales. Cost of sales increased $4.3 million or 38% to $15.7 million, or 34% of net sales, for fiscal 2004 from $11.3 million, or 40% of net sales, for fiscal 2003. The increase in the dollar amount was essentially due to higher sales in the period. The decline as a percent of net sales was primarily the result of cost containment efforts coupled with fixed operating costs being absorbed over higher net sales in the current period.
Research and development. Research and development expenses increased $1.4 million, or 42%, to $4.8 million, or 10% of net sales in fiscal 2004 from $3.4 million or 12% of net sales in fiscal 2003. The dollar increase was principally due to increased spending on the flat panel program as the Company was in final stages of submitting its Technical Standard Order (TSO) application to the FAA. As a result of that effort the Company was awarded a TSO certification for their Flat Panel Display on July 2, 2004 by the FAA. On a percent to sales basis, fiscal 2004 was less than fiscal 2003 by two percentage points because of higher net sales in the current period.
Selling, general and administrative. Selling, general and administrative expenses increased $1.7 million or 28% to $7.6 million, or 16% of net sales, for fiscal 2004 from $5.9 million, or 21% of net sales, for fiscal 2003. The increase in the dollar amount was the result of higher wages, corporate governance initiatives and commissions due to higher net sales. The decrease as a percent of net sales was the result of higher net sales in the current period.
Interest (income) expense, net. Net interest income decreased less than $0.1 million to $0.4 million in fiscal 2004 as compared to net interest income of $0.5 million in fiscal 2003. Net interest income for fiscal 2004 was lower because of lower interest rates in the current period.
Income tax. Income tax expense was $6.5 million in fiscal 2004 compared to $2.5 million in fiscal 2003. The $4.1 million income tax increase was the result of a higher profit before tax and a smaller research and development tax credit in fiscal 2004 as compared to fiscal 2003.
Net income. As a result of the factors described above, net income increased $6.4 million or 115% to $11.9 million, or 26% of net sales in fiscal 2004 from $5.5 million, or 20% of net sales in fiscal 2003. On a fully diluted basis, earnings per share (EPS) increased $0.56 or 127% to $1.00 during fiscal 2004 from $0.44 in fiscal 2003.
Fiscal Year Ended September 30, 2003 Compared to Fiscal Year Ended September 30, 2002
Net sales. Net sales in fiscal 2003 were $28.2 million. This amount was essentially unchanged from the $28.3 million recorded in fiscal 2002. The sales mix, however, reflected some significant changes as evidenced in a drop off from the completed KC-135 business from $10.3 million in fiscal 2002 to only $0.2 million in fiscal 2003. This $10.1 million reduction was offset with replacement RVSM business from several customers, including Garrett, Northwest Airlines and Bombardier and CIP revenues from the LCAC and Boeing programs.
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Cost of sales. Cost of sales remained flat at $11.3 million or, 40% of net sales, for fiscal 2003 from $11.3 million, or 40% of net sales, for fiscal 2002.
Research and development. Research and development expenses decreased $1.4 million, or 29%, to $3.4 million, or 12% of net sales, for fiscal 2003 from $4.8 million, or 17% of net sales, for fiscal 2002. The decline in both dollar amount and percent of sales was the result of the following: In fiscal 2002 the Company expensed $0.7 million of certification cost that was incurred in prior periods and carried as an intangible asset supporting Flat Panel certification on the Pilatus airplane. The decision to change our initial launch aircraft from a Pilatus PC-12 to a Boeing 737 necessitated recognizing the change at that time. As a result, fiscal 2003’s research and development spending was lower by $0.7 million, the amount of the prior year’s write down. The balance of the $1.4 million decrease was principally due to research and development expenses related to the non recurring engineering contracts that provided revenue. As a result, these costs were recognized in cost of sales.
Selling, general and administrative. Selling, general and administrative expenses increased $0.2 million or 3% to $5.9 million, or 21% of net sales, for fiscal 2003 from $5.7 million, or 20% of net sales, for fiscal 2002. The increase was principally driven by salary and relocation expenses for new hires including our new president.
Interest (income) expense, net. Net interest income decreased $0.3 million to $0.4 million in fiscal 2003 as compared to net interest income of $0.7 million in fiscal 2002. Net interest income for fiscal 2003 was lower because of lower interest rates in the year.
Income tax. Income tax expense was $2.5 million in fiscal 2003 compared to $1.9 million in fiscal 2002. The $0.6 million income tax increase was the result of a higher profit before tax and a smaller research and development tax credit in fiscal 2003 as compared to fiscal 2002.
Net income. As a result of the factors described above, net income increased $0.1 million or 2% to $5.5 million, or 20% of net sales in fiscal 2003 from $5.4 million, or 19% of net sales in fiscal 2002. On a fully diluted basis, earnings per share (EPS) increased $0.03 or 7% to $0.44 during fiscal 2003 from $0.41 in fiscal 2002.
Related-Party Transactions:
The Company incurred legal fees of $168,779, $127,990 and $115,898 with a law firm which is a shareholder of the Company for the years ended September 30, 2002, 2003 and 2004, respectively. The fees paid were comparable with the fees paid prior to the law firm’s investment in the Company.
The Company derived net sales of $0, $67,989 and $124,652 for the years ended September 30, 2002, 2003 and 2004, respectively from an entity which is a shareholder, and purchased $0, $5,612 and $0 of component parts used in the manufacturing process from this related party during such years.
For the years ended September 30, 2002, 2003 and 2004, respectively, we incurred service fees of $29,486, $18,703 and $124,932 with a commercial graphics firm controlled by an individual who is married to a significant shareholder and the daughter of the Company’s Chairman and Chief Executive Officer.
Liquidity and Capital Resources
Our primary sources of liquidity have been cash flows from operations, proceeds from our initial public offering (IPO), and borrowings. We require cash principally to finance inventory, payroll and accounts receivable.
Our cash flow provided from operating activities was $16.1 million in fiscal 2004 as compared to $6.1 million in fiscal 2003. The increase in year over year cash flow was primarily the result of higher net income ($6.4 million), improved accounts receivable ($3.6 million), accrued expenses ($1.0 million) and accounts payable ($0.8 million) partially offset with $3.0 million of higher inventory. Cash flow provided by operating activities was $6.1 million in fiscal 2003 as compared to $13.3 million in fiscal 2002. The decrease in year over year cash flow was primarily the result of prior year reductions in inventory and accounts receivable that were not repeated in fiscal 2003.
Our cash used in investing activities was $0.8 million in fiscal 2004 as compared to $0.2 million used in fiscal 2003. The year over year increase in investing activities primarily relates to purchases of manufacturing and engineering equipment. Our cash used in investing activities was $0.2 million in fiscal 2003 as compared to $2.6 million used in fiscal 2002. The year over year decrease in investing activities primarily relates to our new building being completed in fiscal 2002.
Our cash inflow from financing activities in fiscal 2004 was $1.8 million as opposed to cash used in fiscal 2003 of $9.4 million. The cash inflow in fiscal 2004 relates to the exercise of stock options ($1.1 million) and warrants ($0.7 million). The outflow or use of cash in fiscal 2003 relates to the open market re-purchase of our stock. The stock re-purchase was treated as Treasury Stock and the amount purchased in fiscal 2003 was 1,440,026 shares at an aggregate price of $9.4 million. In fiscal 2002 the Company purchased 250,000 shares at an aggregate price of $1.25 million.
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We allowed our credit facility to lapse in August 2000 as a result of the strong cash balance we have from the net proceeds of our IPO. We are in discussions with a number of financial institutions regarding the establishment of a new credit facility.
To accommodate our future growth, we purchased 7 and 1/2 acres of land in the Eagleview Corporate Park, Exton, Pennsylvania. There we constructed a 44,800 square foot facility, completed in October 2001, that is expandable to 65,200 square feet. Both the land and building cost approximate $6.5 million. Of this amount, $4.3 million was funded through an Industrial Development Bond (IDB) and the remainder from cash from operations.
Our future capital requirements depend on numerous factors, including market acceptance of our products, the timing and rate of expansion of our business, acquisitions, joint ventures and other factors. We have experienced increases in our expenditures since our inception consistent with growth in our operations, personnel, and product line and we anticipate that our operations and expenditures will continue to increase in the foreseeable future. We believe that our cash and cash equivalents, together with net proceeds from any new credit facility we may enter into, will provide sufficient capital to fund our operations for at least the next twelve months. However, we may need to raise additional funds through public or private financing or other arrangements in order to support more rapid expansion of our business than we currently anticipate. Further, we may develop and introduce new or enhanced products, respond to competitive pressures, invest in or acquire businesses or technologies or respond to unanticipated requirements or developments.
| Payments Due by Period | ||||||||||||||||
| Contractual Obligations | Total | Less than 1 Year | 1-3 Years | 4-5 Years | After 5 Years | |||||||||||
| Interest on loan from Chester County Industrial Dev. Auth. (1) | $ | 663,256 | $ | 66,326 | $ | 132,651 | $ | 132,651 | $ | 331,628 | ||||||
| Principal on Chester County Industrial Loan | $ | 4,335,000 | $ | 100,000 | $ | 4,235,000 | ||||||||||
| Operating Leases | $ | 18,343 | $ | 18,343 | ||||||||||||
| Capital Leases | $ | 27,938 | $ | 7,257 | $ | 14,514 | $ | 6,167 | ||||||||
| Purchase Obligations (2) | $ | 6,416,092 | $ | 6,416,092 | ||||||||||||
| $ | 11,460,629 | $ | 6,608,018 | $ | 147,165 | $ | 138,818 | $ | 4,566,628 | |||||||
(1) The interest on the Industrial Development Bond assumes the current rate of 1.53%. The interest rate set by the remarketing agent is consistent with 30-day tax-exempt commercial paper.
(2) 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 comprised of open purchase order commitments to vendors and subcontractors pertaining to fulfillment of our current order backlog.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements.
Inflation
We do not believe that inflation has had a material effect on our financial position or results of operations during the past three years. However, we cannot predict the 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 requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. The Company’s most critical accounting policies are revenue recognition, income taxes, allowance for doubtful accounts, inventory valuation and warranty reserves.
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The Company recognizes sales for products when the following revenue recognition criteria are met: persuasive evidence of an arrangement exists, product delivery and acceptance has occurred, pricing is fixed or determinable, and collection is reasonably assured. The Company recognizes sales upon shipment of products to customers.
Sales related to certain long-term contracts requiring development and delivery of products over several years are accounted for under the American Institute of Certified Public Accountants (AICPA) Statement of Position (SOP) 81-1, Accounting for Performance of Construction-Type and Certain Production-Type Contracts. We consider the nature of these contracts as well as the types of products and services provided when determining the appropriate accounting treatment for a particular contract. Certain long-term contracts are recorded on a percentage of completion basis using cost-to-cost methodology to measure progress towards completion.
The Company offers its customers extended warranties for additional fees. These warranty sales are recorded as deferred revenue and recognized as sales on a straight-line basis over the warranty period.
The Company enters into certain sales arrangements that include multiple deliverables as defined in Emerging Issues Task Force (EITF) Issue No. 00-21, Accounting for Revenue Arrangements with Multiple Deliverables. Effective July 1, 2003, the Company identifies all goods and/or services that are to be delivered separately under a sales arrangement and allocates revenue to each deliverable based on fair value that is established with the customer during contract negotiations. In general, revenues are separated between product sales and non-recurring engineering services. The allocated revenue for each deliverable is then recognized using appropriate revenue recognition methods. Effective for transactions entered into after October 1, 2003, the Company accounts for transactions with software and non-software components under EITF Issue 03-5, “Applicability of AICPA Statement of Position 97-2, Software Revenue Recognition, to Non-Software Deliverables in an Arrangement Containing More-Than-Incidental Software.”
Income taxes are recorded in accordance with SFAS No. 109, Accounting for Income Taxes. Provisions for federal and state income taxes are calculated on reported financial statement pre-tax income based on current tax law. The Company recognizes deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities and expected benefits of utilizing net operating loss carryforwards. The impact on deferred taxes of changes in tax rates and laws, if any, applied to the years during which temporary differences are expected to be settled, are reflected in the consolidated financial statements in the period of enactment.
We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. These allowances are determined by analyzing historical data and trends. If actual losses are greater than estimated amounts or if the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, future results from operations could be adversely affected.
Inventories are written down for estimated obsolescence equal to the difference between the cost of inventory and the estimated net realizable value based upon assumptions about future market conditions. If actual future demand or market conditions are less favorable than those projected by management, additional inventory write-downs may be required.
We offer warranties on some products of various lengths. At the time of shipment, we establish a reserve for the estimated cost of warranties based on our best estimate of the amounts necessary to settle future and existing claims using historical data on products sold as of the balance sheet date. The length of the warranty period, the product’s failure rates and the customer’s usage affects warranty cost. If the actual cost of warranties differs from our estimated amounts, future results of operations could be adversely affected.
New Accounting Pronouncements
In January 2003, the FASB issued FIN 46, “Consolidation of Variable Interest Entities an Interpretation of ARB No. 51.” FIN 46 addresses consolidation by business enterprises of variable interest entities. The FASB then issued FIN 46(R), “Consolidation of Variable Interest Entities an Interpretation of ARB No. 51,” which replaced FIN 46. Application of FIN 46(R) is required in financial statements of public entities that have interests in variable interest entities or potential variable interest entities commonly referred to as special-purpose entities for periods ending after December 15, 2003. Application by public entities for all other types of entities is required in financial statements for periods ending after March 15, 2004. The Company has adopted both FIN 46 and FIN 46(R), and their adoption had no impact on the Company’s financial position or results of operations.
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In May 2003, the FASB issued SFAS 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” This Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). This Statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The Company adopted the provisions of SFAS 150, including the deferral of certain effective dates as a result of the provisions of FASB Staff Position 150-3, “Effective Date, Disclosures, and Transition for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests Under FASB Statement No. 150, ‘Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity.’” The Company does not have any significant financial instruments with characteristics of both liabilities and equity as of September 30, 2004.
In July 2003, the Emerging Issues Task Force (EITF) reached a consensus on EITF No. 03-5, “Applicability of AICPA Statement of Position (SOP) 97-2, Software Revenue Recognition, to Non-Software Deliverables in an Arrangement Containing More-Than-Incidental Software.” EITF 03-5 addresses whether non-software deliverables included in an arrangement that contains software that is more than incidental to the products or services as a whole are included within the scope of SOP 97-2. EITF 03-5 was ratified by the FASB on August 13, 2003 and is effective for transactions entered into after the beginning of the first reporting period after FASB ratification. The Company adopted this statement and it did not have a material impact on its consolidated financial position or results of operations.
Business Segments
The Company operates in one principal business segment which designs, manufactures and sells flight information computers, large flat-panel displays and advanced monitoring systems to the DoD, government agencies, defense contractors, commercial air transport carriers and corporate/general aviation markets. The Company currently derives virtually all of its revenues from the sale of this equipment. Almost all of the Company’s sales, operating results and identifiable assets are in the United States.
Risk Factors
Risks Related to Our Business
Most of our sales are of air data systems products, and we cannot be certain that the market will continue to accept these or our other products.
During fiscal 2004 and 2003, we derived 97% and 88%, respectively, of our revenues from the sale of air data systems and related products. We expect that revenues from our air data products will continue to account for a significant portion of our revenues in the future. Accordingly, our revenues will decrease if such products do not continue to receive market acceptance or if our existing customers do not continue to incorporate our products in their retrofitting or manufacturing of aircraft. In seeking new customers, it may be difficult for our products to displace competing air data products. Accordingly, we cannot assure you that potential customers will accept our products or that existing customers will not abandon them.
A portion of our sales has been, and we expect will continue to be, to defense contractors or government agencies in connection with government aircraft retrofit or original manufacturing contracts. Sales to government contractors and government agencies accounted for approximately 56%, 22% and 7%, respectively, of our revenues during fiscal 2002, 2003 and 2004. Accordingly, our revenues in this area could decline further as a result of DoD spending cuts and general budgetary constraints.
In addition, our revenues are concentrated with a limited number of customers. We derived 46% of our revenues during fiscal year 2004 from five customers, Bombardier, Northwest Airlines, Star Aviation, Plain Avionics and Raytheon and 51% of our revenues during fiscal year 2003 from five customers, Bombardier, DHL, Garrett, Northwest Airlines and the DoD. We expect a relatively small number of customers to account for a majority of our revenues for the foreseeable future. As a result of our concentrated customer base, a loss of one or more of these customers could adversely affect our revenues and results of operations.
The growth of our customer base could be limited by delays or difficulties in completing the development and introduction of our planned products or product enhancements. If we fail to enhance existing products or to develop and achieve market acceptance for flat panel displays and other new products that meet customer requirements, our business may not grow.
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Although a substantial majority of our revenues has come from sales of air data systems and related products, we expect to spend a large portion of our research and development efforts in developing and marketing our large flat panel display systems (CIP) and complementary products. Our ability to grow and diversify our operations through the introduction and sale of new products, such as large flat panel displays, is dependent upon our success in continuing product development and engineering activities as well as our sales and marketing efforts and our ability to obtain requisite approvals to sell such products. Our sales growth will also depend in part on the market acceptance of and demand for our CIP and future products. We cannot be certain that we will be able to develop, introduce or market our CIP or other new products or product enhancements in a timely or cost-effective manner or that any new products will receive market acceptance or necessary regulatory approval.
We rely on third party suppliers for the components of our air data systems products, and any interruption in the supply of these components could hinder our ability to deliver our products.
Our manufacturing process consists primarily of assembling components purchased from our supply chain. These suppliers may not continue to be available to us. If we are unable to maintain relationships with key third party suppliers, the development and distribution of our products could be delayed until equivalent components can be obtained and integrated into our products. In addition, substitution of certain components from other manufacturers may require FAA or other approval, which could delay our ability to ship products.
Our government retrofit projects are generally pursuant to either a direct contract with a government agency or a subcontract with the general contractor to a government agency. Each contract includes various federal regulations that impose certain requirements on us, including the ability of the government agency or general contractor to alter the price, quantity or delivery schedule of our products. In addition, the government agency or general contractor retains the right to terminate the contract at any time at its convenience. Upon alteration or termination of these contracts, we would be entitled to an equitable adjustment to the contract price so that we may receive the purchase price for items we have delivered and reimbursement for allowable costs we have incurred. Accordingly, because these contracts can be terminated, we cannot assure you that our government retrofit backlog will result in sales.
We depend on our key personnel to manage our business effectively, and if we are unable to retain our key employees, our ability to compete could be harmed.
Our success depends on the efforts, abilities and expertise of our senior management and other key personnel. With the exception of our President, we generally do not have employment agreements with our employees. There can be no assurance that we will be able to retain such employees, the loss of some of whom could hurt our ability to execute our business strategy. We intend to continue hiring key management and sales and marketing personnel. Competition for such personnel is intense, and we may not be able to attract or retain additional qualified personnel. We do not maintain key man life insurance for our executive officers.
Our future success will depend in part on our ability to implement and improve our operational, administrative and financial systems and controls and to manage, train and expand our employee base. We cannot assure you that our current and planned personnel levels, systems, procedures and controls will be adequate to support our future operations. If inadequate, we may not be able to exploit existing and potential market opportunities. Any delays or difficulties we encounter could impair our ability to attract new customers or enhance our relationships with existing customers.
Our revenue and operating results may vary significantly from quarter to quarter, which may cause our stock price to decline.
Our revenues and operating results may vary significantly from quarter to quarter due to a number of factors, including:
| • | demand for our products; |
| • | capital expenditure budgets of aircraft owners and operators and the appropriation cycles of the U.S. government; |
| • | changes in the use of our products, including air data systems and flat panel displays; |
| • | delays in introducing or obtaining government approval for new products; |
| • | new product introductions by competitors; |
| • | changes in our pricing policies or the pricing policies of our competitors; and |
| • | costs related to possible acquisitions of technologies or businesses. |
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We plan to increase our operating expenses to expand our sales and marketing operations and fund greater levels of product development. As a result, a delay in generating revenues could cause significant variations in our operating results from quarter to quarter.
Our competition includes other manufacturers of air data systems and flight information displays against whom we may not be able to compete successfully.
The markets for our products are intensely competitive and subject to rapid technological change. Our competitors include Kollsman, Inc., Honeywell International Inc., Rockwell Collins Inc., Smiths Industries plc and L-3 Communications. Substantially all of our competitors have significantly greater financial, technical and human resources than we do. In addition, our competitors have much greater experience in and resources for marketing their products. As a result, our competitors may be able to respond more quickly to new or emerging technologies and customer preferences or devote greater resources to the development, promotion and sale of their products than we can. Our competitors may also have greater name recognition and more extensive customer bases that they can use to their benefit. This competition could result in price reductions, fewer customer orders, reduced gross margins and loss of market share.
We may not be able to identify or complete acquisitions or we may consummate an acquisition that adversely affects our operating results.
One of our strategies is to acquire businesses or technologies that will complement our existing operations. We have limited experience in acquiring businesses or technologies. There can be no assurance that we will be able to acquire or profitably manage acquisitions or successfully integrate them into our operations. Furthermore, certain risks are inherent in our acquisition strategy, such as the diversion of management’s time and attention and combining disparate company cultures and facilities. Acquisitions may have an adverse effect on our operating results, particularly in quarters immediately following the consummation of such transactions, as we integrate the operations of the acquired businesses into our operations. Once integrated, acquisitions may not perform as expected.
Our success depends on our ability to protect our proprietary rights, and there is a risk of infringement. If we are unable to protect and enforce our intellectual property rights, we may be unable to compete effectively.
Our success and ability to compete will depend in part on our ability to obtain and maintain patent or other protection for our technology and products, both in the United States and abroad. In addition, we must operate without infringing the proprietary rights of others.
We currently hold twelve U.S. patents and have seven U.S. patent applications pending. In addition, we have eight international patents and twenty-four international patent applications pending. We cannot be certain that patents will be issued on any of our present or future applications. In addition, our existing patents or any future patents may not adequately protect our technology if they are not broad enough, are successfully challenged or other entities are able to develop competing methods without violating our patents. If we are not successful in protecting our intellectual property, competitors could begin to offer products that incorporate our technology. Patent protection involves complex legal and factual questions and, therefore, is highly uncertain, and litigation relating to intellectual property is often very time consuming and expensive. If a successful claim of patent infringement were made against us or we are unable to develop non-infringing technology or license the infringed or similar technology on a timely and cost-effective basis, we might not be able to make some of our products.
Risks Related to Our Industry
If we are unable to respond to rapid technological change, our products could become obsolete and our reputation could suffer. Future generations of air data systems, engine and fuel displays and flat panel displays embodying new technologies or new industry standards could render our products obsolete. The market for aviation products is subject to rapid technological change, new product introductions, changes in customer preferences and evolving industry standards. Our future success will depend on our ability to:
• adapt to rapidly changing technologies;
• adapt our products to evolving industry standards; and
• develop and introduce a variety of new products and product enhancements to address the increasingly sophisticated needs of our customers.
Our future success will also depend on our developing high quality, cost-effective products and enhancements to our products that satisfy the needs of our customers and on our introducing these new technologies to the marketplace in a timely manner. If we fail to modify or improve our products in response to evolving industry standards, our products could rapidly become obsolete.
19
Our products are currently subject to direct regulation by the U.S. Federal Aviation Administration (FAA), its European counterpart, the Joint Aviation Authorities (JAA), and other comparable organizations. Our products, as they relate to aircraft applications, must be approved by the FAA, JAA or other comparable organizations before they can be used in an aircraft. To be certified, we must demonstrate that our products are accurate and able to maintain certain levels of repeatability over time. Although the certification requirements of the FAA and the JAA are substantially similar, there is no formal reciprocity between the two systems. Accordingly, even though some of our products are FAA-approved, we may need to obtain approval from the JAA 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 our products or losing certification for our existing products could result in lost sales or delays in sales. Furthermore, the adoption of additional regulations or product standards, as well as changes to the existing product standards, could require us to change our products and underlying technology. We cannot assure you that we will receive regulatory approval on a timely basis or at all.
Because our products utilize sophisticated technology and are deployed in complex aircraft cockpit environments, problems with these products may arise that could seriously harm our reputation for quality assurance and our business.
Our products use complex system designs and components that may contain errors, omissions or defects, particularly when we incorporate new technologies into our products or we release new versions or enhancements of our products. Despite our quality assurance process, errors, omissions or defects could occur in our current products, in new products or in new versions or enhancements of existing products after commercial shipment has begun. We may be required to redesign or recall those products or pay damages. Such an event could result in the following:
• the delay or loss of revenues;
• the cancellation of customer contracts;
• the diversion of development resources;
• damage to our reputation;
• increased service and warranty costs; or
• litigation costs.
Although we currently carry product liability insurance, this insurance may not be adequate to cover our losses in the event of a product liability claim. Moreover, we may not be able to maintain such insurance in the future.
We expect to derive an increasing amount of our revenues from sales outside the United States, particularly in Europe. We have limited experience in marketing and distributing our products internationally. In addition, there are certain risks inherent in doing business on an international basis, such as:
• differing regulatory requirements for products being installed in aircraft;
• legal uncertainty regarding liability;
• tariffs, trade barriers and other regulatory barriers;
• political and economic instability;
• changes in diplomatic and trade relationships;
• potentially adverse tax consequences;
• the impact of recessions in economies outside the United States; and
• variance and unexpected changes in local laws and regulations.
20
Currently, all of our international sales are denominated in U.S. dollars. An increase in the value of the dollar compared to other currencies could make our products less competitive in foreign markets. In the future, we may conduct sales in local currencies, exposing us to changes in exchange rates that could adversely affect our operating results.
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 and an industrial revenue bond. The Company’s cash equivalents consist of funds invested in money market accounts, which bear interest at a variable rate, while the industrial revenue bond carries an interest rate that is consistent with 30-day tax-exempt commercial paper. As the interest rates are variable, a change in interest rates earned on the cash equivalents or paid on the industrial revenue bond, would impact interest income and expense along with cash flows, but would not impact the fair market value of the related underlying instruments.
Item 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.
21
INNOVATIVE SOLUTIONS AND SUPPORT, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| Page | ||
| Report of Independent Registered Public Accounting Firm | 23 | |
| Consolidated Balance Sheets | 24 | |
| Consolidated Statements of Operations | 25 | |
| Consolidated Statements of Shareholders’ Equity | 26 | |
| Consolidated Statements of Cash Flows | 27 | |
| Notes to Consolidated Financial Statements | 28-39 |
22
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Innovative Solutions and Support, Inc.
Exton, Pennsylvania
We have audited the accompanying consolidated balance sheets of Innovative Solutions and Support, Inc. and subsidiaries (the “Company”) as of September 30, 2004 and September 30, 2003, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended September 30, 2004. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2004 and September 30, 2003, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2004, in conformity with accounting principles generally accepted in the United States of America.
Philadelphia, Pennsylvania
December 8, 2004
23
INNOVATIVE SOLUTIONS AND SUPPORT, INC.
CONSOLIDATED BALANCE SHEET
| ASSETS | September 30, FY 2003 | September 30, FY 2004 | ||||
| Current Assets: | ||||||
| Cash and cash equivalents | $ | 48,789,744 | $ | 65,867,167 | ||
| Accounts receivable, less allowance for doubtful accounts of | 6,955,207 | 5,003,100 | ||||
| $100,000 at September 30, 2003 and 2004 | ||||||
| Inventories | 2,840,648 | 5,191,628 | ||||
| Deferred income taxes | 673,134 | 984,111 | ||||
| Prepaid expenses | 660,430 | 665,276 | ||||
| Total current assets | 59,919,163 | 77,711,282 | ||||
| Property and Equipment: | ||||||
| Computers and test equipment | 3,309,852 | 3,933,326 | ||||
| Corporate airplane | 2,998,161 | 2,998,161 | ||||
| Furniture and office equipment | 520,973 | 622,364 | ||||
| Manufacturing facility | 5,368,690 | 5,414,986 | ||||
| Land | 1,021,245 | 1,021,245 | ||||
| 13,218,921 | 13,990,082 | |||||
| Less-Accumulated depreciation and amortization | (3,670,430 | ) | (4,369,851 | ) | ||
| Net property and equipment | 9,548,491 | 9,620,231 | ||||
| Deposits and other assets | 408,971 | 137,114 | ||||
| Total assets | $ | 69,876,625 | $ | 87,468,627 | ||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||
| CURRENT LIABILITIES: | ||||||
| Current portion of notes payable | $ | 100,000 | $ | 100,000 | ||
| Current portion of capitalized lease obligations | — | 7,257 | ||||
| Accounts payable | 578,306 | 1,696,247 | ||||
| Accrued expenses | 3,146,409 | 4,754,641 | ||||
| Deferred revenue | 98,036 | 526,023 | ||||
| Total current liabilities | 3,922,751 | 7,084,168 | ||||
| Note payable | 4,235,000 | 4,235,000 | ||||
| Long-term portion of capitalized lease obligations | 20,681 | |||||
| Deferred revenue | 332,407 | 261,934 | ||||
| Deferred income taxes | 328,177 | 411,857 | ||||
| Commitments and contingencies | — | — | ||||
| Shareholders’ Equity: | ||||||
| Preferred stock,10,000,000 shares authorized-Class A | ||||||
| Convertible stock, $.001 par value; 200,000 shares authorized, | ||||||
| no shares issued and outstanding at September 30, 2003 and 2004, respectively | — | — | ||||
| Common stock, $.001 par value: 75,000,000 shares | ||||||
| authorized, 13,080,717 and 13,515,330 shares issues and | ||||||
| outstanding at September 30, 2003 and 2004. | 13,081 | 13,515 | ||||
| Additional paid-in capital | 46,248,224 | 48,712,289 | ||||
| Retained earnings | 25,410,742 | 37,342,940 | ||||
| Treasury stock, at cost, 1,690,026 shares | (10,613,757 | ) | (10,613,757 | ) | ||
| Total shareholders’ equity | 61,058,290 | 75,454,987 | ||||
| Total liabilities and shareholders’ equity | $ | 69,876,625 | $ | 87,468,627 | ||
The accompanying notes are an integral part of these statements.
24
INNOVATIVE SOLUTIONS AND SUPPORT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
| For the Fiscal Year Ended September 30, | |||||||||
| 2002 | 2003 | 2004 | |||||||
| Net sales | $ | 28,345,620 | $ | 28,168,752 | $ | 46,099,777 | |||
| Cost of sales | 11,290,085 | 11,346,057 | 15,663,108 | ||||||
| Gross profit | 17,055,535 | 16,822,695 | 30,436,669 | ||||||
| Operating expenses: | |||||||||
| Research and development | 4,755,422 | 3,376,849 | 4,811,156 | ||||||
| Selling, general and administrative | 5,732,886 | 5,890,362 | 7,567,959 | ||||||
| 10,488,308 | 9,267,211 | 12,379,115 | |||||||
| Operating income | 6,567,227 | 7,555,484 | 18,057,554 | ||||||
| Interest income | (855,995) | (582,023 | ) | (532,745) | |||||
| Interest expense | 133,145 | 131,602 | 128,018 | ||||||
| Income before income taxes | 7,290,077 | 8,005,905 | 18,462,281 | ||||||
| Income taxes | (1,879,799 | ) | (2,464,715) | (6,530,084) | |||||
| Net income | $ | 5,410,278 | $ | 5,541,190 | $ | 11,932,197 | |||
| Net Income Per Common Share: | |||||||||
| Basic | $ | 0.42 | $ | 0.45 | $ | 1.03 | |||
| Diluted | $ | 0.41 | $ | 0.44 | $ | 1.00 | |||
| Weighted Average Shares Outstanding: | |||||||||
| Basic | 12,830,894 | 12,261,084 | 11,600,253 | ||||||
| Diluted | 13,069,387 | 12,495,774 | 11,952,120 | ||||||
The accompanying notes are an integral part of these statements.
25
INNOVATIVE SOLUTIONS AND SUPPORT, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
| Common Stock | Additional Paid-in Capital | Retained Earnings | Treasury Stock | Total | |||||||||||
| Balance, September 30, 2001 | $ | 13,024 | $ | 45,906,405 | $ | 14,459,275 | — | $ | 60,378,704 | ||||||
| Exercise of options to purchase | |||||||||||||||
| common stock | 11 | 23,992 | — | — | 24,003 | ||||||||||
| Issuance of stock to directors | 17 | 163,208 | — | — | 163,225 | ||||||||||
| Purchase of treasury stock | — | — | — | (1,250,000 | ) | (1,250,000 | ) | ||||||||
| Net income | — | — | 5,410,278 | — | 5,410,278 | ||||||||||
| Balance, September 30, 2002 | $ | 13,052 | $ | 46,093,605 | $ | 19,869,553 | ($1,250,000 | ) | $ | 64,726,210 | |||||
| Exercise of options to purchase | |||||||||||||||
| common stock | 9 | 19,191 | — | — | 19,200 | ||||||||||
| Issuance of stock to directors | 20 | 135,428 | — | — | 135,448 | ||||||||||
| Purchase of treasury stock | — | — | — | (9,363,757 | ) | (9,363,757 | ) | ||||||||
| Net income | — | — | 5,541,190 | — | 5,541,190 | ||||||||||
| Balance, September 30, 2003 | $ | 13,081 | $ | 46,248,224 | $ | 25,410,743 | ($10,613,757 | ) | $ | 61,058,291 | |||||
| Exercise of options to purchase | |||||||||||||||
| common stock | 133 | 1,553,662 | — | — | 1,553,795 | ||||||||||
| Exercise of warrants to purchase | |||||||||||||||
| common stock | 281 | 614,317 | — | — | 614,598 | ||||||||||
| Issuance of stock to directors | 20 | 296,086 | — | — | 296,106 | ||||||||||
| Net income | — | — | 11,932,197 | — | 11,932,197 | ||||||||||
| Balance, September 30, 2004 | $ | 13,515 | $ | 48,712,289 | $ | 37,342,940 | ($10,613,757 | ) | $ | 75,454,987 | |||||
The accompanying notes are an integral part of these statements.
26
INNOVATIVE SOLUTIONS AND SUPPORT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Fiscal Year Ended September 30, | |||||||||
| FY 2002 | FY 2003 | FY 2004 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||
| Net income (loss) | $ | 5,410,278 | $ | 5,541,190 | $ | 11,932,197 | |||
| Adjustments to reconcile net income to net cash | |||||||||
| provided by (used in) operating activities: | |||||||||
| Depreciation and amortization | 860,943 | 714,210 | 729,993 | ||||||
| Write off of software deposit | — | 101,738 | — | ||||||
| Loss on Disposal of Fixed Assets | 52,779 | 50,453 | 1,660 | ||||||
| Writeoff of Capitalized certification costs | 711,195 | — | — | ||||||
| Excess and obsolete inventory expense | — | (78,495 | ) | (118,298 | ) | ||||
| Disposal of obsolete inventory | — | — | 163,856 | ||||||
| Deferred income taxes | 164,859 | 99,599 | 83,680 | ||||||
| Compensation expense for stock issued to directors | 156,330 | 135,448 | 296,106 | ||||||
| Tax benefit from exercise of stock options | — | — | 381,469 | ||||||
| (Increase) decrease in: | |||||||||
| Accounts receivable | 3,029,705 | (1,654,786 | ) | 1,952,107 | |||||
| Inventories | 2,349,024 | 590,496 | (2,396,538 | ) | |||||
| Prepaid expenses and other | 535,139 | (260,555 | ) | (55,966 | ) | ||||
| Increase (decrease) in: | |||||||||
| Accounts payable | (226,970 | ) | 331,492 | 1,117,941 | |||||
| Accrued expenses | 383,738 | 601,500 | 1,647,350 | ||||||
| Deferred revenue | (78,608 | ) | (110,372 | ) | 357,514 | ||||
| Net cash provided by operating activities | $ | 13,348,412 | $ | 6,061,918 | $ | 16,093,071 | |||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||
| Purchases of property and equipment | (2,947,743 | ) | (156,260 | ) | (791,393 | ) | |||
| Change in restricted cash | 317,465 | — | — | ||||||
| Net cash used in investing activities | ($2,630,278 | ) | ($156,260 | ) | ($791,393 | ) | |||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||
| Proceeds from exercise of stock options | 24,003 | 19,200 | 1,127,991 | ||||||
| Proceeds from exercise of warrants | — | — | 658,934 | ||||||
| Purchase of treasury stock | (1,250,000 | ) | (9,363,757 | ) | — | ||||
| Repayment of capitalized lease obligations | (16,220 | ) | (17,111 | ) | (11,180 | ) | |||
| Net cash provided by (used in) financing activities | ($1,242,217 | ) | (9,361,668 | ) | 1,775,745 | ||||
| Net increase (decrease) in cash and cash equivalents | $ | 9,475,917 | ($3,456,010 | ) | $ | 17,077,423 | |||
| Cash and cash equivalents, beginning of year | $ | 42,769,837 | $ | 52,245,754 | $ | 48,789,744 | |||
| Cash and cash equivalents, end of year | $ | 52,245,754 | $ | 48,789,744 | $ | 65,867,167 | |||
| Supplemental Cash flow Information: | |||||||||
| Cash Paid For: | |||||||||
| Interest | 73,838 | 56,868 | 53,711 | ||||||
| Income Taxes | 1,598,192 | 1,948,658 | 5,991,777 | ||||||
The accompanying notes are an integral part of these statements.
27
INNOVATIVE SOLUTIONS AND SUPPORT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Background:
Innovative Solutions and Support, Inc., (the “Company”), was incorporated in Pennsylvania on February 12, 1988. The Company’s primary business is the design, manufacture and sale of flight information computers; large flat panel displays and advanced monitoring systems to the DoD, defense contractors, commercial air transport and corporate/general aviation markets.
The Company completed an initial public offering of Common stock in August 2000. Upon the closing of the offering, the outstanding shares of Series A Preferred stock were converted into 1,941,353 shares of Common stock.
2. Concentrations:
Major Customers and Products
In fiscal 2002, 2003 and 2004 the Company derived 61%, 51% and 46% of net sales from five customers, although not all the same customers in each year. The accounts receivable related to the current five customers was $1.0 million at September 30, 2004.
In addition, sales of air data systems and components were 91%, 88% and 97% of total sales for the years ended September 30, 2002, 2003 and 2004, respectively. Sales of other instrumentation were 9%, 12% and 3% of net sales in the years ended September 30, 2002, 2003 and 2004. Sales to government contractors and agencies accounted for approximately 56%, 22% and 7% respectively, of the Company’s net sales during fiscal 2002, 2003 and 2004.
Major Suppliers
The Company currently buys several of its components from sole source suppliers. Although there are a limited number of manufacturers of the particular components, management believes that other suppliers could provide similar components on comparable terms.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash balances and accounts receivables. The Company invests its excess cash where preservation of principal is the major consideration. The Company’s customer base principally consists of companies within the aviation industry. The Company routinely requests advance payments and or letters of credit from new customers.
The Company also maintains a reserve for doubtful accounts in the amount of $100,000 and had accounts receivable write-offs of $21,137 and $0 in fiscal 2003 and 2004, respectively.
3. Summary Of Significant Accounting Policies:
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries. All material inter-company balances and transactions have been eliminated.
Use of Estimates
Preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
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, 2003 and 2004 consist of funds invested in money market accounts with financial institutions.
28
INNOVATIVE SOLUTIONS AND SUPPORT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Inventories
Inventories are stated at the lower of cost (first-in, first-out) or market and consist of the following:
| September 30, | ||||||
| 2003 | 2004 | |||||
| Raw materials | $ | 1,412,242 | $ | 1,928,005 | ||
| Work-in-process | 785,771 | 2,573,932 | ||||
| Finished goods | 642,635 | 689,691 | ||||
| $ | 2,840,648 | $ | 5,191,628 | |||
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 airplane and manufacturing facility, which is depreciated over a straight-line method. 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. Depreciation expense was $834,934, $702,210 and $717,993 for the fiscal years ended 2002, 2003 and 2004.
Long-Lived Assets
The Company assesses the impairment of long-lived assets in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. This statement required that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Also, in general, 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 the estimated future cash flows expected to result from the 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 at the rate the Company utilizes to evaluate potential investments. No impairment charges were recorded in fiscal 2002, 2003, and 2004.
Revenue Recognition
The Company recognizes sales for products when the following revenue recognition criteria are met: persuasive evidence of an arrangement exists, product delivery and acceptance has occurred, pricing is fixed or determinable, and collection is reasonably assured. The Company essentially recognizes sales upon shipment of products to customers.
Sales related to certain long-term contracts requiring development and delivery of products over several years are accounted for under the American Institute of Certified Public Accountants (AICPA) Statement of Position (SOP) 81-1, Accounting for Performance of Construction-Type and Certain Production-Type Contracts and the amounts are not significant for fiscal years 2002, 2003 and 2004.
The Company offers its customers extended warranties for additional fees. These warranty sales are recorded as deferred revenue and recognized as sales on a straight-line basis over the warranty period.
The Company enters into certain sales arrangements that include multiple deliverables as defined in Emerging Issues Task Force (EITF) Issue No. 00-21, Accounting for Revenue Arrangements with Multiple Deliverables. Effective July 1, 2003, the Company identifies all goods and/or services that are to be delivered separately under a sales arrangement and allocates revenue to each deliverable based on fair value that is established with the customer during contract negotiations. In general, revenues are separated between product sales and non-recurring engineering services. The allocated revenue for each deliverable is then recognized using appropriate revenue recognition methods.
Warranty
Estimated cost to repair or replace products under warranty is provided when sales of product are recorded.
INNOVATIVE SOLUTIONS AND SUPPORT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Income Taxes
Income taxes are recorded in accordance with SFAS No. 109, “Accounting for Income Taxes” (see Note 7).
Research and Development
Research and development charges incurred for product enhancements and future product development are recorded as expense as incurred.
Comprehensive Income
Pursuant to SFAS No. 130, “Reporting Comprehensive Income,” the Company would be 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 a statement of financial position. Comprehensive income consists of net income and there were no items of other comprehensive income for any of the periods presented.
Fair Value of Financial Instruments
The estimated fair value amounts presented in these consolidated financial statements have been determined by the Company using available market information and appropriate methodologies. The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and debt instruments. The carrying values of these assets and liabilities are considered to be representative of the respective fair values based on pertinent information available to management as of September 30, 2003 and 2004. The estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange.
Stock Options
Stock-based employee compensation is recognized using the intrinsic value method in accordance with Accounting Principles Board Opinion (APB) No. 25, “Accounting for Stock Issued to Employees.” For disclosure purposes, pro forma net income and net income per share data are provided in accordance with SFAS No. 123, “Accounting for Stock-Based Compensation,” as if the fair value method had been applied.
30
INNOVATIVE SOLUTIONS AND SUPPORT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Under SFAS No. 123, compensation cost related to stock options granted to employees is computed based on the fair value of the stock option at the date of grant using the Black-Scholes option pricing model. Had the Company recognized compensation cost for its stock option plans consistent with the provisions of SFAS 123, the Company’s pro forma net income for the periods ended September 30, 2003 and 2004 would have been as follows:
| Fiscal Year Ended September 30, 2002 | Fiscal Year Ended September 30, 2003 | Fiscal Year Ended September 30, 2004 | |||||||
| Net income: | |||||||||
| As reported | $ | 5,410,278 | $ | 5,541,190 | $ | 11,932,197 | |||
Deduct: Total stock based employee compensation expense determined under the fair value based method for all awards, net of related tax effects. | $ | (473,929 | ) | $ | (634,144 | ) | $ | (745,329 | ) |
| Pro forma | $ | 4,936,349 | $ | 4,907,046 | $ | 11,186,868 | |||
| Basic EPS: | |||||||||
| As reported | $ | .42 | $ | .45 | $ | 1.03 | |||
| Pro forma | $ | .39 | $ | .40 | $ | .96 | |||
| Diluted EPS: | |||||||||
| As reported | $ | .41 | $ | .44 | $ | 1.00 | |||
| Pro forma | $ | .38 | $ | .39 | $ | .94 | |||
New Accounting Pronouncements
In January 2003, the FASB issued FIN 46, “Consolidation of Variable Interest Entities an Interpretation of ARB No. 51.” FIN 46 addresses consolidation by business enterprises of variable interest entities. The FASB then issued FIN 46(R), “Consolidation of Variable Interest Entities an Interpretation of ARB No. 51,” which replaced FIN 46. Application of FIN 46(R) is required in financial statements of public entities that have interests in variable interest entities or potential variable interest entities commonly referred to as special-purpose entities for periods ending after December 15, 2003. Application by public entities for all other types of entities is required in financial statements for periods ending after March 15, 2004. The Company has adopted both FIN 46 and FIN 46(R), and their adoption had no impact on the Company’s financial position or results of operations.
In May 2003, the FASB issued SFAS 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” This Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). This Statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The Company adopted the provisions of SFAS 150, including the deferral of certain effective dates as a result of the provisions of FASB Staff Position 150-3, “Effective Date, Disclosures, and Transition for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests Under FASB Statement No. 150, ‘Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity.’” The Company does not have any significant financial instruments with characteristics of both liabilities and equity as of September 30, 2004.
In July 2003, the Emerging Issues Task Force (EITF) reached a consensus on EITF No. 03-5, “Applicability of AICPA Statement of Position (SOP) 97-2, Software Revenue Recognition, to Non-Software Deliverables in an Arrangement Containing More-Than-Incidental Software.” EITF 03-5 addresses whether non-software deliverables included in an arrangement that contains software that is more than incidental to the products or services as a whole are included within the scope of SOP 97-2. EITF 03-5 was ratified by the FASB on August 13, 2003 and is effective for transactions entered into after the beginning of the first reporting period after FASB ratification. The Company adopted this statement and it did not have a material impact on its consolidated financial position or results of operations.
4. Net Income Per Share:
Net income per share is calculated pursuant to SFAS No. 128, “Earnings per Share” (EPS). Basic 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 preferred stock, options and warrants.
31
INNOVATIVE SOLUTIONS AND SUPPORT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Under SFAS No. 128, the Company’s granting of certain stock options, warrants and convertible preferred stock resulted in potential dilution of basic EPS. The following table summarizes the differences between basic weighted-average shares outstanding and diluted weighted-average shares outstanding used to compute diluted EPS.
| For the Fiscal Year Ended September 30, | |||||
| 2002 | 2003 | 2004 | |||
| Weighted average number of shares-basic | 12,830,894 | 12,261,084 | 11,600,253 | ||
| Effect of dilutive securities: | |||||
| Stock Options | 40,272 | 43,797 | 278,510 | ||
| Warrants | 198,221 | 190,893 | 73,357 | ||
| Weighted average number of shares-diluted | 13,069,387 | 12,495,774 | 11,952,120 | ||
The number of incremental shares from the assumed exercise of stock options and warrants is calculated by using the treasury stock method. For the fiscal years ended September 30, 2002, 2003 and 2004, there were 89,991, 219,820 and 8,391 options outstanding, respectively, that were excluded from the computation of diluted earnings per share as the effect would be antidilutive.
5. Accrued Expenses:
Accrued expenses consist of the following:
| September 30, | |||||
| 2003 | 2004 | ||||
| Salary, benefits and payroll taxes | $ | 521,730 | $ | 1,198,267 | |
| Warranty | 842,541 | 757,476 | |||
| Income taxes payable | 1,322,770 | 1,797,508 | |||
| Other | 459,368 | 1,001,390 | |||
| $ | 3,146,409 | $ | 4,754,641 | ||
32
INNOVATIVE SOLUTIONS AND SUPPORT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
6. Warranty:
The Company provides for the estimated cost of product warranties at the time revenue is recognized. Warranty cost is recorded as cost of sales in the financial statements. While the Company engages in extensive product quality programs and processes, the Company’s warranty obligation is affected by product failure rates and the related material, labor and delivery costs incurred in correcting a product failure. Should actual product failure rates, material or labor costs differ from the Company’s estimates, revisions to the estimated warranty liability would be required.
Warranty cost and accrual information for the fiscal period ended September 30, 2003 is highlighted below:
| Warranty accrual at September 30, 2002 | $ | 675,640 | |
| Accrual expense for the year ended September 30, 2003 | 286,113 | ||
| Warranty costs for the year ended September 30, 2003 | (119,212 | ) | |
| Warranty accrual at September 30, 2003 | $ | 842,541 | |
Warranty cost and accrual information for the fiscal period ended September 30, 2004 is highlighted below:
| Warranty accrual at September 30, 2003 | $ | 842,541 | |
| Accrual expense for year ended September 30, 2004 | 227,292 | ||
| Warranty costs for year ended September 30, 2004 | (145,957 | ) | |
| Change in estimate of warranty liability | (166,400 | ) | |
| Warranty accrual at September 30, 2004 | $ | 757,476 | |
7. Income Taxes:
Components of income taxes are as follows:
| For the Fiscal Year Ended September 30, | |||||||||
| 2002 | 2003 | 2004 | |||||||
| Current Provision: | |||||||||
| Federal | $ | 1,567,129 | $ | 2,252,101 | $ | 6,155,438 | |||
| State | 147,809 | 113,015 | 601,943 | ||||||
| 1,714,938 | 2,365,116 | 6,757,381 | |||||||
| Deferred Provision (Benefit): | |||||||||
| Federal | 170,881 | 99,382 | (195,414 | ) | |||||
| State | (6,020 | ) | 217 | (31,883 | ) | ||||
| 164,861 | 99,599 | (227,297 | ) | ||||||
| $ | 1,879,799 | $ | 2,464,715 | $ | 6,530,084 | ||||
33
INNOVATIVE SOLUTIONS AND SUPPORT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Following is a reconciliation of the statutory federal rate to the Company’s effective income tax rate:
| For the Fiscal Year Ended September 30, | ||||||
| 2002 | 2003 | 2004 | ||||
| Federal statutory tax rate | 34.0 | % | 34.0 | % | 35.0 | % |
| State income taxes, net of federal benefit | 1.3 | 0.9 | 2.2 | |||
| Research and development tax credits | (9.6 | ) | (3.5 | ) | (1.4 | ) |
| Other | .1 | (0.6 | ) | (0.4 | ) | |
| 25.8 | % | 30.8 | % | 35.4 | % | |
34
INNOVATIVE SOLUTIONS AND SUPPORT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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, 2003, the Company had a cumulative net operating loss (NOL) in its subsidiary (that holds the Company airplane) of $2,268,929. The Company utilized $2,237,242 of this NOL in the current period leaving a balance of $31,687 as of September 30, 2004 which expires in 2023. As a result of utilizing this NOL, the Company has reversed its 100% valuation allowance recorded in the prior year.
| September 30, 2003 | September 30, 2004 | |||||
| Deferred tax assets– | ||||||
| Deferred revenue | $ | 151,411 | $ | 123,887 | ||
| Reserves and accruals | 799,959 | 1,003,897 | ||||
| State NOL carryforward | 130,282 | 2,756 | ||||
| Valuation allowance | (130,282 | ) | — | |||
| 951,370 | 1,130,540 | |||||
| Deferred tax liabilities– | ||||||
| Depreciation | (473,430 | ) | (529,587 | ) | ||
| Other | (132,983 | ) | (28,699 | ) | ||
| (606,413 | ) | (558,286 | ) | |||
| $ | 344,957 | $ | 572,254 | |||
8. Notes Payable:
The Company entered into a $4,335,000 loan agreement dated August 1, 2000 with the Chester County, Pennsylvania Industrial Development Authority. The purpose of the loan was to fund the construction of the Company’s new office and manufacturing facility. The loan matures in 2015 and carries an interest rate set by the remarketing agent that is consistent with 30-day tax-exempt commercial paper. The future maturities of this note payable are as follows as of September 30, 2004:
| 2005 — | $ 100,000 |
| 2006 — | $ 150,000 |
| 2007 — | $ 200,000 |
| 2008 — | $ 250,000 |
| 2009 — | $ 250,000 |
| thereafter — | $ 3,385,000 |
The loan agreement requires the Company to maintain certain financial covenants including a ratio of liabilities to earnings before interest, taxes and depreciation and amortization (EBITDA), fixed charge ratio and a minimum tangible net worth. The Company was in compliance with the covenants of the loan agreement as of September 30, 2003 and 2004.
The interest cost associated with this debt was $56,803 for fiscal year 2003 and $51,949 for fiscal 2004. The entire amount was capitalized in 2001 as part of the construction cost of the new facility. The facility was completed on November 1, 2001. All interest costs after that date were expensed as incurred. The interest rate on this debt was 1.53% at September 30, 2004. The Company also is required to maintain a letter of credit covering this debt.
9. Savings Plan:
The Company sponsors a voluntary defined contribution savings plan covering all employees. The Company does not contribute to the plan.
35
INNOVATIVE SOLUTIONS AND SUPPORT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
10. Shareholders’ Equity:
Preferred Stock
Holders of Class A Convertible Preferred stock were entitled to certain rights shared with Common shareholders, as defined, including equal voting rights and an equal share of dividends, if any. In addition, the Class A Convertible Preferred stock carried a liquidation right of $24 per share in the event of any liquidation, as defined. The Preferred stock was automatically converted into Common stock upon the closing of the Company’s initial public offering on August 4, 2000.
Common Stock
The Company issued 17,477, 19,878 and 20,570 shares of Common stock to non-employee directors, with fair values of $163,226, $135,448 and $296,106 for the years ended September 30, 2002, 2003 and 2004, respectively. The fair value of the Common stock was charged to selling, general and administrative expense in the accompanying consolidated statements of operations based on the fair market value of the stock on the vesting date. The Company also accrued $138,911 at September 30, 2004 for director shares earned during the year but not issued until after year-end.
Stock Options
The Company’s 1998 Stock Option Plan (the “Plan”) provides for the granting of incentive and nonqualified stock options to employees, officers, directors and independent contractors and consultants. Through September 30, 2004, no stock options have been granted to independent contractors or consultants under the Plan.
Incentive stock options granted under the Plan must be at least equal to the fair value of the Common stock on the date of grant. Nonqualified stock options granted under the Plan may be less than, equal to or greater than the fair value of the Common stock on the date of grant. The Company has reserved 1,259,350 shares of Common stock for awards under the Plan.
Under SFAS No. 123, compensation cost related to stock options granted to employees is computed based on the fair value of the stock option at the date of grant using the Black-Scholes option pricing model. The Company has elected the disclosure method of SFAS No. 123. Had the Company recognized compensation cost for its stock option plans consistent with the provisions of SFAS 123, the Company’s pro forma net income for fiscal 2002, 2003 and 2004 would have been as follows:
| Fiscal year Ended September 30, | ||||||||
| 2002 | 2003 | 2004 | ||||||
| Net Income: | ||||||||
| As reported | $ | 5,410,278 | $ | 5,541,190 | $ | 11,932,197 | ||
| Pro forma | $ | 4,936,349 | $ | 4,907,046 | $ | 11,186,868 | ||
| Basic EPS: | ||||||||
| As reported | $ | 0.42 | $ | 0.45 | $ | 1.03 | ||
| Pro forma | $ | 0.39 | $ | 0.40 | $ | 0.96 | ||
| Diluted EPS: | ||||||||
| As reported | $ | 0.41 | $ | 0.44 | $ | 1.00 | ||
| Pro forma | $ | 0.38 | $ | 0.39 | $ | 0.94 | ||
36
INNOVATIVE SOLUTIONS AND SUPPORT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The weighted-average fair value of the stock options granted during the fiscal years ended September 30, 2002, 2003 and 2004 were $0, $6.47 and $16.08, respectively. The fair value of each option grant is estimated on the grant date using the Black-Scholes option pricing model with the following assumptions:
| Fiscal Year Ended September 30, | ||||||
| 2002 | 2003 | 2004 | ||||
| Expected dividend rate | ------ | ------ | ------ | |||
| Expected volatility | ------ | 67.4% | 67.4% | |||
| Weighted average risk-free interest rate | ------ | 1.5% | 1.5% | |||
| Expected lives (years) | ------ | 10 | 10 | |||
Information relative to the Plans is as follows:
| Options | Range of Exercise Weighted Prices | Weighted Average Exercise Price | ||||||
| Outstanding at September 30, 2001 | 506,884 | 2.19 - 17.13 | 10.21 | |||||
| Granted | 0 | — | — | |||||
| Exercised | (10,963) | 2.19 - 2.19 | 2.19 | |||||
| Cancelled | (19,000) | 9.25 - 17.13 | 10.40 | |||||
| Outstanding at September 30, 2002 | 476,921 | 2.19 - 15.00 | 10.39 | |||||
| Granted | 225,000 | 6.00 - 7.67 | 6.47 | |||||
| Exercised | (8,770) | 2.19 - 2.19 | 2.19 | |||||
| Cancelled | (93,606) | 6.32 - 15.00 | 12.11 | |||||
| Outstanding at September 30, 2003 | 599,545 | 2.19 - 14.85 | $8.78 | |||||
| Granted | 127,000 | 8.12 - 27.31 | $16.08 | |||||
| Exercised | (133,405) | 2.74 - 14.46 | $8.79 | |||||
| Cancelled | (32,682) | 6.32 - 15.19 | $12.91 | |||||
| Outstanding at September 30, 2004 | 560,458 | 2.19 - 27.31 | $10.19 | |||||
| Options exercisable at September 30, 2004 | 232,718 | 2.19 - 14.85 | $9.00 | |||||
At September 30, 2004, 194,012 shares were available for grant under the 1998 stock option plan.
37
INNOVATIVE SOLUTIONS AND SUPPORT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following table summarizes information concerning outstanding and exercisable options at September 30, 2004:
| Options Outstanding | Options Exercisable | ||||||||||
| Range of Exercise Prices | Outstanding As of September 30, 2004 | Weighted- Average Remaining Contractual Life | Weighted- Average Exercise Price | As of September 30, 2004 | Weighted- Average Exercise Price | ||||||
| $0.00 - | 10.00 | 277,159 | 8.0 | $6.32 | 102,959 | $5.60 | |||||
| $10.01 - | 15.00 | 225,699 | 6.4 | $12.04 | 129,759 | $11.70 | |||||
| $15.01 - | 20.00 | 10,000 | 9.3 | $16.13 | 0 | $0.00 | |||||
| $20.01 - | 27.31 | 48,000 | 9.9 | $22.65 | 0 | $0.00 | |||||
| 560,858 | 7.5 | $10.19 | 232,718 | $9.00 | |||||||
Warrants
In connection with the issuance of subordinated notes, the Company issued warrants to purchase 734,570 shares of Common stock at an exercise price of $2.19 per share. No warrants were exercised in fiscal 2002 or 2003 and as of September 30, 2003, there were 280,637 outstanding warrants. These warrants were exercised during the current period and there are no outstanding warrants at September 30, 2004.
11. Commitments and Contingencies:
Capital Leases
The Company leased certain equipment under capital leases, with terms ranging from three to five years. Implicit interest rates under these leases range from 9% to 9.1%. The capitalized cost of $95,943 and the related accumulated amortization of $95,943 have been included in property and equipment at September 30, 2003. These leases expired during fiscal 2003. In fiscal 2004, the Company entered into a new capital lease with a term of five years and implicit interest rate of 4.3%. The balance due on this lease as of September 30, 2004 is $27,938. The payments for fiscal 2005, 2006, 2007 and 2008 are $7,257, $7,257, $7,257 and $6,167, respectively.
Operating Leases
Rent expense under operating leases totaled $38,743, $26,024 and $20,010 for the years ended September 30, 2002, 2003 and 2004, respectively. As of September 30, 2004, future minimum payments related to all non-cancelable operating leases total $18,343. None of the future minimum payments extend beyond fiscal 2005.
Product Liability
The Company currently has product liability insurance of $50,000,000, which management believes is adequate to cover potential liabilities that may arise.
Employment Agreement
In March 2003, the Company entered into an employee agreement with an employee for an annual salary of $250,000. There are no other employee agreements with any other officer of the Company.
Legal Proceedings
From time to time, the Company is subject to various legal proceedings in the ordinary course of business. Management does not believe that any of the current legal proceedings will have a material adverse effect on the Company’s operations or financial condition.
38
INNOVATIVE SOLUTIONS AND SUPPORT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
12. Related-Party Transactions:
The Company incurred legal fees of $168,779, $127,990 and $115,898 with a law firm which is a shareholder of the Company for the years ended September 30, 2002, 2003 and 2004, respectively. The fees paid were comparable with the fees paid prior to the law firm’s investment in the Company.
The Company derived net sales of $0, $67,989 and $124,652 for the years ended September 30, 2002, 2003 and 2004, respectively from an entity which is a shareholder, and purchased $0, $5,612 and $0 of component parts used in the manufacturing process from this related party during such years.
For the years ended September 30, 2002, 2003 and 2004, respectively, we incurred service fees of $29,486, $18,703 and $124,932 with a commercial graphics firm controlled by an individual who is married to a significant shareholder and the daughter of the Company’s Chairman and Chief Executive Officer.
13. Quarterly Financial Data (unaudited):
| First Quarter | Second Quarter | Third Quarter | Fourth Quarter | |||||||||||||||||||||
| 2003 | 2004 | 2003 | 2004 | 2003 | 2004 | 2003 | 2004 | |||||||||||||||||
| Net Sales | $ | 4,422,795 | $ | 8,523,336 | $ | 7,122,425 | $ | 10,895,287 | $ | 6,519,628 | $ | 12,269,653 | $ | 10,103,904 | $ | 14,411,501 | ||||||||
| Cost of Sales | 2,042,998 | 3,481,411 | 2,964,740 | 3,662,841 | 2,744,729 | 4,056,372 | 3,593,590 | $ | 4,462,484 | |||||||||||||||
| Gross Profit | 2,379,797 | 5,041,925 | 4,157,685 | 7,232,446 | 3,774,899 | 8,213,281 | 6,510,314 | $ | 9,949,017 | |||||||||||||||
| Operating Income | 198,352 | 2,392,030 | 1,840,908 | 3,874,069 | 1,518,629 | 4,759,781 | 3,997,595 | $ | 7,031,674 | |||||||||||||||
| Net Income | 223,686 | 1,607,350 | 1,271,258 | 2,574,081 | 1,230,958 | 3,285,608 | 2,815,288 | $ | 4,465,158 | |||||||||||||||
| Net Income Per | ||||||||||||||||||||||||
| Share-Basic | $ | 0.02 | $ | 0.14 | $ | 0.10 | $ | 0.22 | $ | 0.10 | $ | 0.28 | $ | 0.24 | $ | 0.38 | ||||||||
| Net Income Per | ||||||||||||||||||||||||
| Share-Diluted | $ | 0.02 | $ | 0.14 | $ | 0.10 | $ | 0.22 | $ | 0.10 | $ | 0.27 | $ | 0.23 | $ | 0.37 | ||||||||
The sum of the quarterly per share amounts may not equal per share amounts reported for year ended fiscal 2003 and 2004. This is due to changes in the number of weighted-average shares outstanding and the effects of rounding for each period.
14. Business Segments
The Company operates in one principal business segment which designs, manufactures and sells flight information computers, flat panel displays and advanced monitoring systems to the DoD, 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. Almost all of the Company’s sales, operating results and identifiable assets are in the United States.
39
Item 10. Directors and executive officers of the registrant.
This information (other than the information relating to executive officers included in Part I Item 1.) will be included in our Proxy Statement relating to our Annual Meeting of Shareholders, which will be filed within 120 days after the close of our fiscal year covered by this Report, and is hereby incorporated by reference to such Proxy Statement. We have adopted a written code of business conduct and ethics, known as our code of conduct, which applies to all of our directors, officers, and employees, including our president and chief executive officer and our chief financial officer. Our code of conduct is available on our Internet website, www.innovative-ss.com. Our code of conduct may also be obtained by contacting investor relations at (610) 646-9800. Any amendments to our code of conduct or waivers from the provisions of the code for our directors and our officers will be disclosed on our Internet website promptly following the date of such amendment or waiver.
Item 11. Executive compensation.
This information will be included in our Proxy Statement relating to our Annual Meeting of Shareholders, which will be filed within 120 days after the close of our 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.
This information will be included in our Proxy Statement relating to our Annual Meeting of Shareholders, which will be filed within 120 days after the close of our fiscal year covered by this Report, and is hereby incorporated by reference to such Proxy Statement.
Item 13. Certain relationships and related transactions.
This information will be included in our Proxy Statement relating to our Annual Meeting of Shareholders, which will be filed within 120 days after the close of our fiscal year covered by this Report, and is hereby incorporated by reference to such Proxy Statement.
Item 14. Principal accounting fees and services
This information will be included in our Proxy Statement relating to our Annual Meeting of Shareholders, which will be filed within 120 days after the close of our fiscal year covered by this Report, and is hereby incorporated by reference to such Proxy Statement.
40
PART IV
41
| (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. | ||||||
| 3.2# | Bylaws of IS&S. | ||||||
| 10.1*# | IS&S 1988 Incentive Stock Option Plan. | ||||||
| �� | |||||||
| 10.2*# | IS&S 1998 Stock Option Plan. | ||||||
| 10.4*# | Employment Agreement by and between Roger E. Mitchell and IS&S dated July 7, 1998. | ||||||
| 10.5# | Stock Purchase Agreement by and between IS&S and Parker Hannifin Corporation dated July 11, 1991. | ||||||
| 10.6# | Securities Purchase Agreement by and among IS&S, Geoffrey S. M. Hedrick, The P/A Fund and Parker Hannifin Corporation dated May 8, 1995. | ||||||
| 10.7# | Form of Warrant Agreement. | ||||||
| 10.8@ | Bond Purchase Agreement. | ||||||
| 10.9@ | Reimbursement, Credit and Security Agreement. | ||||||
| 10.10@ | Loan Agreement. | ||||||
| 10.11@ | Trust Indenture. | ||||||
| 10.12*† | Employment Agreement by and between Roman G. Ptakowski and IS&S dated March 29, 2003. | ||||||
| 21 | Subsidiaries of IS&S. | ||||||
| 23.1 | Consent of Deloitte and Touche 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. | ||||||
* Constitutes a management contract or compensatory plan or arrangement required to be filed as an exhibit to this form.
# Incorporated by reference from the Registrant’s Registration Statement on Form S-1 (File No. 333-96584) filed with the
Commission on May 9, 2000, as amended.
@ Incorporated by reference from the Registrant’s Form 10-K filed with the Commission for fiscal year 2000.
† Incorporated by reference from the registrant’s Form 10-Q filed with the Commission for the quarter ended March 31, 2003.
(b) Reports on Form 8-K.
None.
42
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| INNOVATIVE SOLUTIONS AND SUPPORT, INC. | ||
| By: | /s/ GEOFFREY S. M. HEDRICK | |
| Geoffrey S. M. Hedrick Chairman of the Board and Chief Executive Officer | ||
| Dated: | December 6, 2004 | |
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | |
| Chairman of the Board and Chief Executive Officer | December 6, 2004 | ||
| /s/ GEOFFREY S. M. HEDRICK | |||
| Geoffrey S. M. Hedrick (Principal Executive Officer) | |||
| /s/ ROMAN G. PTAKOWSKI | President | December 6, 2004 | |
| Roman G. Ptakowski (President)) | |||
| /s/ JAMES J. REILLY | Chief Financial Officer | December 6, 2004 | |
| James J. Reilly (Principal Financial and Accounting Officer) | |||
| /s/ WILLIAM C. BOWES | Director | December 6, 2004 | |
| William C. Bowes | |||
| /s/ GLEN R. BRESSNER | Director | December 6, 2004 | |
| Glen R. Bressner | |||
| /s/ WINSTON J. CHURCHILL | Director | December 6, 2004 | |
| Winston J. Churchill | |||
| /s/ BENJAMIN A. COSGROVE | Director | December 6, 2004 | |
| Benjamin A. Cosgrove | |||
| /s/ IVAN M. MARKS | Director | December 6, 2004 | |
| Ivan M. Marks | |||
| /s/ ROBERT E. MITTELSTAEDT, JR. | Director | December 6, 2004 | |
| Robert E. Mittelstaedt, Jr. | |||
| /s/ ROBERT H. RAU | Director | December 6, 2004 | |
| Robert H. Rau | |||
43
