What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-12-22 compared with 2020-12-22 · 17 added, 751 removed, 22 unchanged (97% of the section changed)

Market for the Registrant’s Common Equity,

Related Stockholder Matters, and Issuer purchases of Equity Securities.

The Company’s common stock has been traded on the NASDAQ

Global Market tier of the NASDAQ Stock Market, LLC under the symbol “ISSC”

since its initial public offering on August 4,

On November 24, 2020, there were 10 holders of record of

the shares of outstanding common stock.

This total does not reflect beneficial shareholders who hold their stock in nominee or

“street”

name through brokerage firms.

September 4, 2020, the Company’s Board of Directors declared a special cash dividend in the amount of $0.65 per share, payable

on October 1, 2020 to shareholders of record as of the close of business on September 15, 2020.

The total dividend payment

was approximately $11.2 million.

The estimated tax characteristic of the dividend per share as of the date hereof is 35% ordinary

income and 65% return of capital.

This estimate may not be representative of the actual tax characteristic of dividends for the

The Company’s Board of Directors has declared an additional special cash dividend subsequent to September 30,

2020, as further described in Note 19, “

Subsequent Events ,”

to the consolidated financial statements, which

once paid will affect this estimate.

Please refer to Note 19, “

Subsequent Events ,”

for additional information.

The Company did not pay dividends in fiscal 2019 or fiscal 2018.

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

The graph below shows the cumulative shareholder return on $100

invested at the market close on September 30, 2015 through and including September 30, 2020, the last trading day before

the end of the Company’s most recently completed fiscal year, with the cumulative total return over the same time period

of the same amount invested in the NASDAQ Composite Index, the Russell 2000 Index, and the Dow Jones US Aerospace & Defense

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

Among Innovative Solutions and Support, Inc., the NASDAQ Composite Index,

the Russell 2000 Index and the Dow Jones US Aerospace & Defense Index

*$100 invested on 9/30/15 in stock or

index, including reinvestment of dividends.

Fiscal year ending September 30.

2020 S&P Dow Jones Indices LLC, a division of S&P Global.

2020 Russell Investment Group.

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

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

Many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, as a result, we are unable to estimate the total number of stockholders represented by these record holders.

On September 4, 2020, the Company’s Board of Directors declared a special cash dividend in the amount of $0.65 per share, payable on October 1, 2020 to shareholders of record as of the close of business on September 15, 2020.

The total dividend payment was approximately $11.2 million.

On December 10, 2020, the Company's Board of Directors declared a special cash dividend in the amount of $0.50 per share, payable on December 30, 2020 to shareholders of record as of the close of business on December 21, 2020.

The total dividend payment was approximately $8.6 million.

The Company did not pay dividends in fiscal 2019.

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

The graph below shows the cumulative shareholder return on $100 invested at the market close on September 30, 2016 through and including September 30, 2021, the last trading day before the end of the Company’s most recently completed fiscal year, with the cumulative total return over the same time period of the same amount invested in the NASDAQ Composite Index, the Russell 2000 Index, and the Dow Jones US Aerospace & Defense Index.

Innovative Solutions and Support, Inc.

2 unchanged sentences

Selected Consolidated Financial Data.

The following tables present portions of the Company’s

consolidated financial statements.

The following selected consolidated financial data set forth below should be read together

with “Management’s Discussion and Analysis of Financial Condition and Results of Operations”

and the consolidated

financial statements and related notes to the consolidated financial statements appearing elsewhere herein.

The selected statement

of operations data for the fiscal years ended September 30, 2020, 2019 and 2018 and the balance sheet data as at September 30,

2020 and 2019 are derived from the Company’s audited consolidated financial statements included elsewhere in this Annual

Report on Form 10-K.

The selected statements of operations data for the fiscal years ended September 30, 2017 and 2016

and the balance sheet data as at September 30, 2018, 2017 and 2016 are extracted from the Company’s audited consolidated

financial statements that are not included in this Annual Report on Form 10-K.

year ended September 30,

The following tables present portions of the Company’s consolidated financial statements.

The following selected consolidated financial data set forth below should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes to the consolidated financial statements appearing elsewhere herein.

The selected statement of operations data for the fiscal years ended September 30, 2021, 2020 and 2019 and the balance sheet data as at September 30, 2021 and 2020 are derived from the Company’s audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

The selected statements of operations data for the fiscal years ended September 30, 2018 and 2017 and the balance sheet data as at September 30, 2019, 2018 and 2017 are extracted from the Company’s audited consolidated financial statements that are not included in this Annual Report on Form 10-K.

Fiscal year ended September 30,

Statements of Operations Data:

8 unchanged sentences

Net Income (loss)

$ (3,653,905 )

Net income (loss) per common share:

1 unchanged sentence

Weighted average shares outstanding:

of September 30,

Amounts may not add due to rounding.

As of September 30,

Balance Sheet Data:

3 unchanged sentences

Total shareholders' equity

Management’s Discussion and Analysis of Financial

Condition and Results of Operations.

The following discussion and analysis should be read in conjunction

with “Selected Consolidated Financial Data”

and the consolidated financial statements and related notes included in

Innovative Solutions and Support, Inc.

(the “Company,”

“IS&S”, “we”

or “us”) was incorporated in Pennsylvania on February 12, 1988.

Company operates in one business segment as a systems integrator that designs, develops, manufactures, sells, and services, air

data equipment, engine display systems, standby equipment, primary flight guidance, autothrottles and cockpit display systems

for retrofit applications and original equipment manufacturers (“OEMs”).

The Company supplies integrated Flight Management

Systems (“FMS”), Flat Panel Display Systems (“FPDS”), FPDS with Autothrottle, air data equipment, Integrated

Standby Units (“ISU”), ISU with Autothrottle and advanced Global Positioning System (“GPS”) receivers

that enable reduced carbon footprint navigation.

The Company has continued to position itself as a system integrator,

which provides the Company with the capability and potential to generate more substantive orders over a broader product base.

This strategy, as both a manufacturer and integrator, is designed to leverage the latest technologies developed for the computer

and telecommunications industries into advanced and cost-effective solutions for the general aviation, commercial air transport,

United States Department of Defense (“DoD”)/governmental, and foreign military markets.

This approach, combined with

the Company’s industry experience, is designed to enable IS&S to develop high-quality products and systems, to reduce

product time to market and to achieve cost advantages over products offered by its competitors.

Company sells to both the OEM and the retrofit markets.

Customers include various OEMs, commercial air transport carriers

and corporate/general aviation companies, DoD and its commercial contractors, aircraft operators, aircraft modification centers,

government agencies, and foreign militaries.

Occasionally, IS&S sells its products directly to DoD;

however, the Company

sells its products primarily to commercial customers for end use in DoD programs.

Sales to defense contractors are generally made

on commercial terms, although some of the termination and other provisions of government contracts are applicable to these contracts.

The Company’s retrofit projects are generally pursuant to either a direct contract with a customer or a subcontract

with a general contractor to a customer (including government agencies).

Cost of sales related to product sales comprises material,

components and third-party avionics purchased from suppliers, direct labor, and overhead costs.

Many of the components are standard,

although certain parts are manufactured to meet IS&S specifications.

The overhead portion of cost of sales primarily comprises

salaries and benefits, building occupancy costs, supplies, and outside service costs related to production, purchasing, material

control, and quality control.

Cost of sales includes warranty costs.

Cost of sales related to Engineering Development Contracts

(“EDC”) sales comprises engineering labor, consulting services, and other costs associated with specific design and

development projects.

These costs are incurred pursuant to contractual arrangements and are accounted for typically as contract

costs within cost of sales, with the reimbursement accounted for as a sale in accordance with the percentage-of-completion method

or completed contract method of accounting.

Company funded research and development (“R&D”) expenditures relate

to internally-funded efforts for the development of new products and the improvement of existing products.

These costs are expensed

as incurred and reported as R&D expenses.

The Company intends to continue investing in the development of new products that

complement current product offerings and to expense associated R&D costs as they are incurred.

Selling, general and administrative expenses consist of sales,

marketing, business development, professional services, salaries and benefits for executive and administrative personnel, facility

costs, recruiting, legal, accounting and other general corporate expenses.

sells its products to agencies of the United States and foreign governments, aircraft operators, aircraft modification centers,

Customers have been and may continue to be affected by changes in economic conditions both in the United States

Such changes may cause customers to curtail or delay their spending on both new and existing aircraft.

can impact general economic conditions and the level of spending by customers include, but are not limited to, the impact of the

ongoing COVID-19 pandemic, general levels of consumer spending, increases in fuel and energy costs, conditions in the real estate

and mortgage markets, labor and healthcare costs, access to credit, consumer confidence, and other macroeconomic factors that

affect spending behavior.

Furthermore, spending by government agencies may be reduced in the future if tax revenues decline.

customers curtail or delay their spending or are forced to declare bankruptcy or liquidate their operations because of adverse

economic conditions, the Company’s revenues and results of operations would be affected adversely.

For example, earlier

in the 2020 fiscal year, certain of the Company’s customers temporarily suspended product deliveries as a result of the

COVID-19 pandemic, and while these deliveries subsequently resumed, there is a possibility that the COVID-19 pandemic will result

in other suspensions, delays or order cancellations by the Company’s customers or suppliers.

In particular, the ongoing COVID-19 pandemic is a significant

event, driver of market trends, and source of uncertainty that may ultimately have a direct or indirect material impact on the

Company’s business, financial position, liquidity, or ability to service customers or maintain critical operations.

response to the COVID-19 pandemic, the Company has taken specific actions to ensure the safety of its employees, including increased

safety measures and the transitioning of many employees to remote work.

Results of Operations

The following table sets forth statements of operations data

expressed as a percentage of total net sales for the fiscal years indicated:

Twelve Months Ending September 30,

Engineering development contracts

Total net sales

Cost of sales:

Engineering development contracts

Total cost of sales

Operating expenses:

Research and development

Selling, general and administrative

Total operating expenses

Operating income (loss)

Interest income

Income (loss) before income taxes

Income tax (benefit) expense

Net income (loss)

Fiscal Year Ended September 30, 2020 Compared to Fiscal

Year Ended September 30, 2019

Net sales for fiscal 2020 increased $4.0 million, or 22.9%, to $21.6 million from $17.6 million for fiscal 2019.

For fiscal 2020, product sales increased $4.6 million and EDC sales decreased $0.6 million, in each case, compared to fiscal 2019.

This increase in product sales primarily reflects increased shipments for OEM programs to general aviation customers, shipments

under the U.S.

Navy F-5 production contract and increased shipments of displays for retrofit programs to other military customers.

These increases were partially offset by reduced shipments of displays for retrofit programs to commercial transport customers

compared to fiscal 2019.

The decrease in EDC sales was primarily the result of the completion of a development contract for a

new air data computer for the U.S.

Navy F-5 aircraft and the completion of a development contract in 2019 for a foreign customer

on the P-3 aircraft.,

Cost of sales was $9.8 million or 45.3% of net sales, for fiscal 2020 compared to $7.7 million, or 43.7%

of net sales, in fiscal 2019.

The increase in cost of sales was primarily the result of an increase in product sales volume.

Company’s overall gross margin in fiscal 2020 was 54.7% compared to 56.3% in fiscal 2019.

The fiscal 2020 gross margin percentage

decrease reflects increased warranty costs and material costs which was partially offset by an increase in gross margin on EDC

programs to 71.5% in fiscal 2020 as compared to 54.7% in fiscal 2019.

and development .

R&D expense was $3.0 million for fiscal 2020 and $2.5 million for fiscal 2019.

decreased to 13.7% of net sales in fiscal 2020 compared to 14.2% of net sales in fiscal 2019.

R&D expense in fiscal 2020 was

$0.5 million greater than fiscal 2019.

This decrease in R&D expense resulted primarily from increased personnel, related benefits

and the reduction of EDC contract activity whose costs are reflected in cost of sales rather than R&D expense.

general, and administrative (“SG&A”) .

SG&A expense increased $0.2 million or 3.8% to $6.1

million or 28.2% of net sales, for fiscal 2020 from $5.9 million, or 33.4%, for fiscal 2019.

The increase in SG&A expense

was primarily the result of increased personnel costs and related benefits.

Net interest income of $155,000 in fiscal 2020 decreased by $95,000 as compared to fiscal 2019 interest

income of $250,000.

The decrease in interest income was primarily the result of lower interest rates in fiscal 2020 as compared

to fiscal 2019.

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

from $74,000 in fiscal 2019.

Income tax benefit for the fiscal 2020 was $309,000 as compared to income tax expense of $2,000 for fiscal

The effective tax rate benefit for fiscal 2020 was 10.43% and differs from the statutory rate due to the passing of the

CARES Act on March 27, 2020 which allowed for the carryback of the 2018 net operating loss (“NOL”) to fiscal 2017

and fiscal 2016.

As a result of the factors described above, the Company’s net income for fiscal 2020 was $3.3 million

compared to net income of $1.9 million for fiscal 2019.

On a fully diluted basis, net income per share was $0.19 for fiscal 2020,

compared to a net income of $0.11 per share for fiscal 2019.

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

Net sales for fiscal 2019 increased $3.7 million, or 26.9%, to $17.6 million from $13.9 million for fiscal 2018.

For fiscal 2019, product sales increased $2.7 million and EDC sales increased $1.0 million, in each case, compared to fiscal 2018.

This increase primarily reflects increased shipments for an OEM program to a general aviation customer and displays for retrofit

programs to commercial transport customers compared to fiscal 2018.

The increase in EDC sales was primarily the result of a development

contract for a new air data computer for the U.S.

Navy F-5 aircraft.

Cost of sales was $7.7 million or 43.7% of net sales, for fiscal 2019 compared to $7.3 million, or 52.8% of

net sales, in fiscal 2018.

The increase in cost of sales was primarily the result of an increase in product sales volume.

The Company’s

overall gross margin in fiscal 2019 was 56.3% compared to 47.2% in fiscal 2018.

The fiscal 2019 gross margin increase reflects

higher product gross margin primarily as a result of increased coverage of fixed costs due to increased product sales volume.

overall gross margin increase was also impacted by an increase in gross margin on EDC programs, from 52.2% in fiscal 2018 to 54.7%

in fiscal 2019.

and development .

R&D expense was $2.5 million for fiscal 2019 and $3.6 million for fiscal 2018.

decreased to 14.2% of net sales in fiscal 2019 compared to 25.8% of net sales in fiscal 2018.

R&D expense in fiscal 2019 was

$1.1 million less than fiscal 2018.

This decrease in R&D expense resulted primarily from reduced personnel and consultant costs

in fiscal 2019.

In addition, in fiscal 2019, EDC programs required a shift of engineering resources from internal R&D.

general, and administrative (“SG&A”) .

SG&A expense decreased $0.8 million or 11.9% to $5.9

million or 33.4% of net sales, for fiscal 2019 from $6.7 million, or 48.2%, for fiscal 2018.

The decrease in SG&A expense was

primarily the result of reduced legal, personnel and consultant costs.

Net interest income increased by $196,000 to $250,000 for fiscal 2019 from $54,000 for fiscal 2018.

increase in interest income was mainly a result of higher interest rates in fiscal 2019 compared to fiscal 2018.

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

$68,000 in fiscal 2018.

Income tax expense for the fiscal 2019 was $2,000 as compared to income tax expense of $64,000 for fiscal

The effective tax rate for fiscal 2019 was 0.10% and differs from the statutory rate mostly due to a decrease in the deferred

tax valuation allowance of approximately $375,000.

The majority of this change in valuation allowance was a result of NOL usage.

The Tax Act permits an indefinite carryforward period for NOLs.

As a result of the factors described above, the Company’s net income for fiscal 2019 was $1.9 million

compared to net loss of $3.7 million for fiscal 2018.

On a fully diluted basis, net income per share was $0.11 for fiscal 2019,

compared to a net loss of $0.22 per share for fiscal 2018.

Liquidity and Capital Resources

The following table highlights key financial measurements of

September 30,

Cash and cash equivalents

Restricted cash (1)

Accounts receivable

Current assets

Current liabilities

Contract liability

Other non-current liabilities (2)

Quick ratio (3)

Current ratio (4)

Twelve Months Ended September 30,

Cash flow activities:

Net cash provided by (used in) operating activities

$ (1,740,976 )

Net cash (used in) investing activities

Net cash (used in) financing activities

Restricted cash in fiscal year 2020 represents the payment amount for a special cash dividend paid on October 1, 2020

Excludes contract liability

Calculated as:

the sum of cash and cash equivalents plus accounts receivable, net, divided by current liabilities

Calculated as:

current assets divided by current liabilities

The Company’s principal source of liquidity has been cash

flows from current year operations and cash accumulated from prior years’

Cash is used principally to finance

inventory, accounts receivable, contract assets, and payroll.

Apart from what has been disclosed above, management is not aware

of any trends, events or uncertainties that have had or are likely to have a material impact on our liquidity, financial condition

and capital resources.

September 4, 2020, the Company’s Board of Directors declared a special cash dividend in the amount of $0.65 per share, payable

on October 1, 2020 to shareholders of record as of the close of business on September 15, 2020.

The total dividend payment

was approximately $11.2 million and is included in restricted cash on the accompanying consolidated balance sheets.

The estimated

tax characteristic of the dividend per share as of the date hereof is 35% ordinary income and 65% return of capital.

This estimate

may not be representative of the actual tax characteristic of dividends for the full year.

The Company’s Board of Directors

has declared an additional special cash dividend subsequent to September 30, 2020, as further described in Note 19, “

Events ,”

to the consolidated financial statements, which once paid will affect this estimate.

Please refer to Note

Subsequent Events ,”

for additional information.

The Company did not pay dividends in fiscal 2019 or fiscal 2018.

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

The ongoing COVID-19 pandemic is a significant event, driver

of market trends, and source of uncertainty that may have a material impact on the Company’s liquidity, financial condition,

capital resources, cash flows or operating results.

In direct response to the COVID-19 pandemic, the Company has taken specific

actions to seek to ensure the safety of its employees, including increased safety measures and the transitioning of many employees

to remote work.

Operating Activities

Company generated $2.2 million of cash in operating activities during fiscal 2020 as compared to cash generated of $2.1million

during fiscal 2019.

The cash generated by operating activities for the year ended September 30, 2020 was primarily generated

by net income of $3.3 million, depreciation and amortization of $0.4 million and an increase in both contract liability of $0.3

million and accrued expenses of $0.2 million, partially offset by an increase in accounts receivable of $2.0 million.

Company generated $2.1 million of cash in operating activities during fiscal 2019 as compared to cash used of $1.7 million during

The cash generated by operating activities for the year ended September 30, 2019 was primarily generated

by net income of $1.9 million and a decrease in accounts receivable of $1.1 million, partially offset by a decrease in accounts

payable of $0.5 million and accrued expenses of $0.4 million.

Investing Activities

used in investing activities was $0.1 million for fiscal year 2020 and consisted of spending for production equipment and

laboratory test equipment.

The Company plans to continue investing in capital equipment to support engineering development efforts

and operations.

used in investing activities was $0.1 million for fiscal year 2019 and consisted of spending for production equipment and

laboratory test equipment.

The Company plans to continue investing in capital equipment to support engineering development efforts

and operations.

Financing Activities

Cash used by financing activities was $0.7 million for fiscal

year 2020 and consisted of tax withholding payments related to an employee’s cashless exercise of stock options of $0.9 million,

partially offset by proceeds from exercise of stock options of $0.2 million.

Cash used by financing activities was $0 for fiscal

Future capital requirements depend upon numerous factors, including

market acceptance of the Company’s products, the timing and rate of expansion of business, acquisitions, joint ventures,

and other factors.

IS&S has experienced increases in expenditures since its inception and anticipates that expenditures, excluding

the purchase of the Hawker Beechcraft B200GT, will remain relatively constant with the levels experienced in fiscal 2019 and fiscal

The Company believes that its cash and cash equivalents will provide sufficient capital to fund operations for at least the

next twelve months.

Further, IS&S may need to develop and introduce new or enhanced products, to respond to competitive

pressures, to invest in or acquire businesses or technologies, or to respond to unanticipated requirements or developments.

insufficient funds are available, the Company may not be able to introduce new products or to compete effectively.

Contractual Obligations

The Company’s contractual obligations as of September 30,

2020 mature as follows:

Payments Due by Period

Contractual Obligations

Operating leases

Purchase obligations (1)

(1) A “purchase obligation”

is defined as an agreement to purchase goods or services that is enforceable and legally

binding on the Company and that specifies all significant terms, including fixed or minimum quantities to be purchased;

minimum or variable price provisions;

and the approximate timing of the transaction.

These amounts are primarily composed of open

purchase order commitments entered in the ordinary course of business with vendors and subcontractors pertaining to fulfillment

of the Company’s current order backlog.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

IS&S does not believe inflation had a material effect on

its financial position or results of operations during the past three years;

however, it cannot predict future effects of inflation.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting

principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions

that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial

statements and the reported amount of revenues and expenses during the reporting period.

The Company’s most critical accounting

policies are revenue recognition, income taxes, inventory valuation, share based compensation and warranty reserves.

Revenue recognition

The Company enters into sales arrangements with customers that,

in general, provide for the Company to design, develop, manufacture and deliver large flat-panel display systems, flight information

computers, autothrottles and advanced monitoring systems that measure and display critical flight information, including data relative

to aircraft separation, airspeed, altitude, and engine and fuel data measurements.

Revenue from Contracts with Customers

The Company adopted ASC 606 on October 1, 2018 using the

modified retrospective method for all contracts not completed as of the date of adoption.

The reported results for fiscal year

ended September 30, 2020 and September 30, 2019 reflect the application of ASC 606 guidance while the reported results for

the fiscal year ended September 30, 2018 were prepared under the guidance of ASC 605, “Revenue Recognition”

605”), which is also referred to herein as “legacy GAAP”

or the “previous guidance.”

of ASC 606 represents a change in accounting principles.

In accordance with ASC 606, revenue is recognized when a customer obtains

control of promised goods or services.

The amount of revenue recognized reflects the consideration to which the Company expects

to be entitled to receive in exchange for these goods or services.

To achieve this core principle, the Company applies the following

1) Identify the contract with a customer

The Company’s contract with its customers typically is

the form of a purchase order issued to the Company by its customers and, to a lesser degree, in the form of a purchase order issued

in connection with a formal contract executed with a customer.

For the purpose of accounting for revenue under ASC 606, a contract

with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s

rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the

contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for

goods or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration.

The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors

including the customer’s historical payment experience or, in the case of a new customer, published credit and financial

information pertaining to the customer.

2) Identify the performance obligations in the contract

obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that

are both capable of being distinct, whereby the customer can benefit from the good or service either on its own or together with

other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract,

whereby the transfer of the goods or services is separately identifiable from other promises in the contract.

Most of our revenue

is derived from purchases under which we provide a specific product or service and, as a result, there is only one performance

In the event that a contract includes multiple promised goods or services, such as an EDC contract which includes both

engineering services and a resulting product shipment, the Company must apply judgment to determine whether promised goods

or services are capable of being distinct in the context of the contract.

In these cases, the Company considers whether the customer

could, on its own, or together with other resources that are readily available from third parties, produce the physical product

using only the output resulting from the Company’s completion of engineering services.

If the customer cannot produce the

physical product, then the promised goods or services are accounted for as a combined performance obligation.

3) Determine the transaction price

The transaction price is determined based on the consideration

to which the Company will be entitled in exchange for transferring goods or services to the customer.

To the extent the transaction

price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the

transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable

consideration.

Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable

that a significant future reversal of cumulative revenue under the contract will not occur.

None of the Company’s contracts

as of September 30, 2020 included variable consideration.

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

If the contract contains a single performance obligation, the

entire transaction price is allocated to the single performance obligation.

The Company determines standalone selling price based

on the price at which the performance obligation is sold separately.

If the standalone selling price is not observable through

past transactions, the Company estimates the standalone selling price by taking into account available information such as market

conditions as well as the cost of the goods or services and the Company’s normal margins for similar performance obligations.

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

The Company satisfies performance obligations either over time

or at a point in time as discussed in further detail below.

Revenue is recognized at the time the related performance obligation

is satisfied by transferring a promised good or service to a customer.

from products transferred to customers at a point in time accounted for 97% of our revenue for the fiscal year ended September 30,

2020 and is typically recognized at the time of shipment of products to the customer.

The remaining revenue results from EDC contracts

and is recognized over time using an input measure (e.g., costs incurred to date relative to total estimated costs at completion)

to measure progress.

Contract costs include material, components and third-party avionics purchased from suppliers, direct

labor, and overhead costs.

At September 30, 2020, we had approximately $3,640,637

of remaining performance obligations, which we also refer to as total backlog.

We expect to recognize approximately 100% of our

remaining performance obligations as revenue over the next 12 months with the remaining balance thereafter.

Contract Estimates

Accounting for performance obligations in long-term contracts

that are satisfied over time involves the use of various techniques to estimate progress towards satisfaction of the performance

The Company typically measures progress based on costs incurred compared to estimated total contract costs.

cost estimates are based on various assumptions to project the outcome of future events that often span more than a single year.

These assumptions include the amount of labor and labor costs, the quantity and cost of raw materials used in the completion of

the performance obligation, and the complexity of the work to be performed.

As a significant change in one or more of these estimates could

affect the profitability of our contracts, we review and update our contract-related estimates regularly.

We recognize adjustments

in estimated profit on contracts under the cumulative catch-up method.

Under this method, the impact of the adjustment on profit

recorded to date is recognized in the period the adjustment is identified.

Revenue and profit in future periods of contract performance

is recognized using the adjusted estimate.

If at any time the estimate of contract profitability indicates an anticipated loss

on the contract, we recognize the total loss in the quarter it is identified.

The impact of adjustments in contract estimates on our operating

earnings can be reflected in either operating costs and expenses or revenue.

The aggregate impact of adjustments in contract estimates

did not change our revenue and operating earnings (and diluted earnings per share) for the fiscal year ended September 30,

Therefore, no adjustment on any contract was material to our consolidated financial statements for the fiscal year ended

September 30, 2020.

Financial Statement Impact of Adopting ASC 606

The Company adopted ASC 606 using the modified retrospective

The adoption resulted in no adjustment to the Company’s retained earnings as of the adoption date, and there were

no significant changes in the Company’s consolidated statements of operations for the fiscal year ended September 30,

2020 as a result of the adoption of ASC 606 on October 1, 2018 compared to if the Company had continued to recognize revenues

under previous guidance.

Additionally, there was no change to the Company’s assets or liabilities as of September 30,

2019 as a result of the adoption of ASC 606 on October 1, 2018 compared to if the Company had continued to recognize revenues

under previous guidance.

The adoption of ASC 606 had no impact on the Company’s cash flows from operations.

Contract Balances

Contract assets consist of the right to consideration in exchange

for product offerings that we have transferred to a customer under the contract.

Contract liabilities primarily relate to consideration

received in advance of performance under the contract.

Customer Service Revenue

Company enters into sales arrangements with customers for the repair or upgrade of its various products that are not under warranty.

The Company’s customer service revenue and cost of sales are included in product sales and product cost of sales, respectively,

on the accompanying consolidated statements of operations .

Income taxes are recorded in accordance with ASC Topic 740,

Income Taxes ”

(“ASC Topic 740”), which utilizes a balance sheet approach to provide for income

Under this method, the Company recognizes deferred tax assets and liabilities for temporary differences between the

financial reporting basis and the tax basis of the Company’s assets, liabilities, and expected benefits of utilizing NOLs

and tax credit carry-forwards.

The impact on deferred taxes of changes in tax rates and laws, if any, are applied to the years

during which temporary differences are expected to be settled, and are reflected in the consolidated financial statements in the

period of enactment.

At the end of each interim reporting period, the Company prepares an estimate of the annual effective income

tax rate and applies that annual effective income tax rate to ordinary year-to-date pre-tax income for the interim period.

tax items discrete to a particular quarter are recorded in income tax expense for that quarter.

The estimated annual effective

tax rate used in providing for income taxes on a year-to-date basis may change in subsequent periods.

Deferred tax assets are reduced by a valuation allowance if,

based on the consideration of all available evidence, it is more likely than not that some portion of the deferred tax asset will

not be realized.

Significant weight is given to evidence that can be verified objectively, and significant management judgment

is required in determining any valuation allowance recorded against net deferred tax assets.

The Company evaluates deferred income

taxes on a quarterly basis to determine if a valuation allowance is required by considering available evidence.

Deferred tax assets

are recognized when expected future taxable income is sufficient to allow the related tax benefits to reduce taxes that would otherwise

The sources of taxable income that may be available to realize the benefit of deferred tax assets are future reversals

of existing taxable temporary differences, future taxable income exclusive of reversing temporary differences and credit carryforwards,

taxable income in carry-back years, and tax planning strategies which are both prudent and feasible.

The Company’s current

balance of the deferred tax valuation allowance is recorded against all of its federal and state deferred tax assets.

will continue to assess all available evidence during future periods to evaluate any changes to the realization of its deferred

If the Company were to determine that it would be able to realize additional federal or state deferred tax assets in

the future, it would make an adjustment to the valuation allowance which would reduce the provision for income taxes.

The accounting for uncertainty in income taxes requires a more

likely than not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in

a tax return.

The Company records a liability for the difference between the (i) benefit recognized and measured for financial

statement purposes and (ii) the tax position taken or expected to be taken on the Company’s tax return.

To the extent

that the Company’s assessment of such tax positions changes, the change in estimate is recorded in the period in which the

determination is made.

The Company has elected to record any interest or penalties associated with uncertain tax positions as income

Company files a consolidated U.S.

federal income tax return.

The Company prepares and files tax returns based on the interpretation

of tax laws and regulations, and records estimates based on these judgments and interpretations.

In the normal course of business,

the tax returns are subject to examination by various taxing authorities.

Such examinations may result in future tax and interest

assessments by these taxing authorities, and the Company records a liability when it is probable that there will be an assessment.

The Company adjusts the estimates periodically as a result of ongoing examinations by and settlements with the various taxing authorities,

and changes in tax laws, regulations and precedent.

The consolidated tax provision of any given year includes adjustments to prior

income tax accruals that are considered appropriate, and any related estimated interest.

Management believes that

it has made adequate accruals for income taxes.

Differences between estimated and actual amounts determined upon ultimate

resolution, individually or in the aggregate, are not expected to have a material effect on the Company’s consolidated financial

position, but could possibly be material to its consolidated results of operations or cash flow of any one period.

On December 22, 2017, the U.S.

government enacted the Tax

Act, which made broad and complex changes to the U.S.

tax code, including, but not limited to, (1) reducing the U.S.

corporate tax rate from 34 percent to 21 percent;

(2) bonus depreciation that will allow for full expensing of qualified property;

(3) elimination of the corporate alternative minimum tax (“AMT”) and changing how existing AMT credits can be

(4) a new limitation on deductible interest expense;

(5) the repeal of the domestic production activity deduction;

and (6) limitations on NOLs generated after December 31, 2017, to 80 percent of taxable income.

The Tax Act reduced the corporate tax rate to 21 percent, effective

January 1, 2018.

Consequently, we recorded a provisional adjustment to decrease related to DTAs and DTLs with a corresponding

net adjustment to deferred income tax expense of $321,038 for the period ended December 31, 2017.

This expense is offset fully

by a change in the valuation allowance.

March 2020, in response to the COVID-19 pandemic, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES

Act”) was signed into law to provide emergency assistance to affected individuals, families, and businesses.

The CARES Act

provides numerous tax provisions and other stimulus measures, including temporary changes regarding the prior and future utilization

The CARES Act amends the NOL provisions of the Tax Act, allowing for the carryback of losses arising in tax years beginning

before December 31, 2017, to each of the two taxable years preceding the taxable year of loss.

Approximately $1,500,000 of pre-tax

NOL was carried back two years to fully offset taxable income.

This carryback frees up previously utilized R&D credits, resulting

in an estimated increase in R&D credit carryforward of $196,000.

The carryback created approximately $16,000 of AMT tax, which

was refunded.

The cash impact of this carryback was $309,412.

Inventory valuation

The Company values inventory at the lower of cost (first-in,

first-out) or net realizable value.

Inventories are written down for estimated obsolescence equal to the difference between inventory

cost and estimated net realizable value based on a combination of historical usage and assumptions based on expected usage related

to estimated future customer and market demands.

The Company’s method of valuing inventory contains uncertainties because

the calculation requires management to consider inventory aging, to make assumptions regarding expected usage, and to apply judgments

on forecasted future demand, market conditions, and technological obsolescence.

If actual future demand or market conditions are

less favorable than those projected by management, additional inventory write-down may be required.

Share-based compensation

The Company accounts for share-based compensation under ASC

Topic 718, “

Stock Compensation ”

(“ASC Topic 718”), which requires the Company to measure the cost

of employee or non-employee director services received in exchange for an award of equity instruments based on the grant-date fair

value of the award using an option pricing model.

The Company recognizes such cost over the period during which an employee or

non-employee director is required to provide service in exchange for the award.

Accordingly, adoption of ASC Topic 718’s fair value method

results in recording compensation costs under the Company’s stock based compensation plans.

The Company determined the fair

value of its stock option awards at the date of grant using the Black-Scholes option pricing model.

Option pricing models and generally

accepted valuation techniques require management to make assumptions and to apply judgment to determine the fair value of its awards.

These assumptions and judgments include estimating future volatility of the Company’s stock price, expected dividend yield,

future employee turnover rates, and future employee stock option exercise behaviors.

Changes in these assumptions can materially

affect fair value estimates.

The Company does not believe that a reasonable likelihood exists that there will be a material change

in future estimates or assumptions used to determine share-based compensation expense.

However, if actual results are not consistent

with the Company’s estimates or assumptions, the Company would adjust its estimates.

Such adjustments could have a material

impact on the Company’s financial position.

Warranty reserves

The Company offers warranties on some products of various lengths,

however the standard warranty period is twenty-four months.

At the time of shipment, the Company establishes a reserve for estimated

costs of warranties based on its best estimate of the amounts necessary to settle future and existing claims using historical data

on products sold as of the balance sheet date.

The length of the warranty period, the product’s failure rates, and the customer’s

usage affect warranty cost.

If actual warranty costs differ from the Company’s estimated amounts, future results of operations

could be affected adversely.

Warranty cost is recorded as cost of sales, and the reserve balance recorded as an accrued expense.

While the Company maintains product quality programs and processes, its warranty obligation is affected by product failure rates

and the related corrective costs.

If actual product failure rates and/or corrective costs differ from the estimates, the Company

revises the estimated warranty liability accordingly.

Self-insurance reserves

Since January 1, 2014, the Company has self-insured a significant

portion of its employee medical insurance.

The Company maintains a stop-loss insurance policy that limits its losses both on a

per employee basis and an aggregate basis.

Liabilities associated with the risks that are retained by the Company are estimated

based upon actuarial assumptions such as historical claims experience and demographic factors.

The Company estimated the total

medical claims incurred but not reported and the Company believes that it has adequate reserves for these claims at September 30,

2020 and 2019.

However, the actual value of such claims could be significantly affected if future occurrences and claims differ

from these assumptions.

At September 30, 2020 and 2019, the estimated liability for medical claims incurred but not reported

was $48,200 and $55,700, respectively.

The Company has recorded the excess of funded premiums over estimated claims incurred but

not reported of $225,200 as a current asset in the accompanying consolidated balance sheet.

During the year ended September 30,

2020, the Company has used the excess of funded premiums to reduce amounts payable for claims incurred.

Treasury Stock

We account for treasury stock purchased under the cost method

and include treasury stock as a component of stockholders’

Treasury stock purchased with intent to retire (whether

or not the retirement is actually accomplished) is charged to common stock.

Subsequent Events

December 10, 2020, the Company’s Board of Directors declared a special cash dividend in the amount of $0.50 per share, payable

on or about December 30, 2020 to shareholders of record as of the close of business on December 21, 2020.

The declaration and payment

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

See Note 19, “

Events ,”

to the consolidated financial statements for additional information.

New Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09, “

from Contracts with Customers,”

which provides a single, comprehensive revenue recognition model for all contracts with

customers, and contains principles to determine the measurement of revenue and timing of when it is recognized.

The model will

supersede most existing revenue recognition guidance, and also requires enhanced revenue-related disclosures.

Under the new standard

and its related amendments (collectively known as “ASC 606”), revenue is recognized when a customer obtains control

of promised goods or services.

The amount of revenue recognized will reflect the consideration that the entity expects to receive

in exchange for those goods or services.

In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty

of revenue and cash flows arising from contracts with customers.

guidance permits two methods of adoption:

retrospectively to each prior reporting period presented (full retrospective method),

or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application

(modified retrospective method).

We adopted this guidance on October 1, 2018 using the modified retrospective method.

Note 3, “

Financial Statement Impact of Adopting ASC 606,”

to the consolidated financial statements for

a discussion of the impact resulting from the adoption of this guidance.

February 2016, the FASB issued ASU 2016-02, “

Leases (Topic 842)”

(“ASU 2016-02”) as

modified, which replaces existing leasing rules with a comprehensive lease measurement and recognition standard and expanded disclosure

requirements.

ASU 2016-02 will require lessees to recognize most leases on their balance sheets as liabilities, with corresponding

“right-of-use”

assets and is effective for annual reporting periods beginning after December 15, 2018, subject to early

For income statement recognition purposes, leases will be classified as either a finance or an operating lease without

relying upon the bright-line tests under current GAAP.

In transition, lessees and lessors are required to recognize and measure

leases at the beginning of the earliest period presented using a modified retrospective approach.

The modified retrospective approach

includes a number of optional practical expedients that we may elect to apply.

These practical expedients relate to the identification

and classification of leases that commenced before the effective date, initial direct costs for leases that commenced before the

effective date, and the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the

underlying asset.

An entity that elects to apply the practical expedients will, in effect, continue to account for leases that

commence before the effective date in accordance with previous GAAP unless the lease is modified, except that lessees are required

to recognize a right-of-use asset and a lease liability for all operating leases at each reporting date based on the present value

of the remaining minimum rental payments that were tracked and disclosed under previous GAAP.

We adopted ASU 2016-02 effective

October 1, 2019 using the required modified retrospective approach.

See Note 18, “

Lease Recognition ,”

consolidated financial statements for a discussion of the impact resulting from the adoption of this guidance.

In June 2016, FASB issued ASU 2016-13, Financial Instruments

Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instrument (“ASU 2016-13”).

replaces the incurred loss impairment methodology in current U.S.

GAAP with a methodology that reflects expected credit losses

and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.

is effective for SEC small business filers for fiscal years beginning after December 15, 2022.

Management is currently assessing

the impact ASU 2016-13 will have on the Company.

In June 2018, the FASB issued ASU 2018-07, “

Compensation:

Improvements to Nonemployee Share-based Payment Accounting ,”

(“ASU 2018-07”) which amends the

existing accounting standards for share-based payments to nonemployees.

This ASU aligns much of the guidance on measuring and classifying

nonemployee awards with that of awards to employees.

Under the new guidance, the measurement of nonemployee equity awards is fixed

on the grant date.

This ASU becomes effective in the first quarter of fiscal year 2019 and early adoption is permitted but no earlier

than an entity’s adoption date of Topic 606.

Entities will apply the ASU by recognizing a cumulative-effect adjustment to

retained earnings as of the beginning of the annual period of adoption.

We adopted ASU 2018-07 effective October 1, 2018 and

the implementation had no material impact on the consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, “

Value Measurement (Topic 820):

Disclosure Framework –

Changes to the Disclosure Requirements for Fair Value Measurement ,”

(“ASU 2018-13”) which modifies the disclosures on fair value measurements by removing the requirement to disclose the

amount and reason for transfers between Level 1 and Level 2 of the fair value hierarchy and the policy for timing of such transfers.

The ASU expands the disclosure requirements for Level 3 fair value measurements, primarily focused on changes in unrealized gains

and losses included in other comprehensive income.

For public entities, the standard is effective for fiscal years, and interim

periods within those fiscal years, beginning after December 15, 2019.

Early adoption is permitted for any removed or modified

disclosures and adoption of the additional disclosures can be delayed until the effective date.

The Company does not currently

expect the adoption of ASU 2018-13 to have a material impact on its consolidated financial statements.

As new accounting pronouncements are issued, we will adopt those

that are applicable.

Business Segments

The Company operates in one business segment as a systems integrator

that designs, develops, manufactures, sells, and services flight guidance and cockpit display systems for OEMs and retrofit applications.

Customers include various OEMs, commercial air transport carriers and corporate/general aviation companies, DoD and its commercial

contractors, aircraft operators, aircraft modification centers, government agencies, and foreign militaries.

The Company currently

derives the majority of its revenues from the sale of this equipment and related EDC services.

Most of the Company’s sales,

operating results and identifiable assets are generated in the United States.

In fiscal years 2020, 2019 and 2018 net sales outside

the United States amounted to $9.4 million, $7.5 million and $4.7 million, respectively.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity