Item 1. Financial Statements
Item 1 - Financial Statements
INNOVATIVE SOLUTIONS AND SUPPORT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
December 31,
September 30,
2021
2021
(Unaudited)
ASSETS
Current assets
Cash and cash equivalents
$
9,705,993
$
8,265,606
Accounts receivable
3,721,216
4,046,337
Inventories
4,606,475
4,545,392
Prepaid expenses and other current assets
881,478
833,076
Total current assets
18,915,162
17,690,411
Property and equipment, net
8,131,449
8,143,483
Deferred income taxes
832,524
1,063,822
Other assets
181,655
188,284
Total assets
$
28,060,790
$
27,086,000
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable
$
500,464
$
623,620
Accrued expenses
1,435,528
1,431,115
Contract liability
335,854
417,504
Total current liabilities
2,271,846
2,472,239
Other liabilities
25,214
28,680
Total liabilities
2,297,060
2,500,919
Commitments and contingencies (See Note 6)
Shareholders' equity
Preferred stock, 10,000,000 shares authorized, $ .001 par value, of which 200,000 shares are authorized as Class A Convertible stock. No shares issued and outstanding at December 31, 2021 and September 30, 2021
—
—
Common stock, $ .001 par value: 75,000,000 shares authorized, 19,342,823 issued at December 31, 2021 and September 30, 2021
19,343
19,343
Additional paid-in capital
51,862,686
51,817,095
(Accumulated deficit)
( 4,749,762 )
( 5,882,820 )
Treasury stock, at cost, 2,096,451 shares at December 31, 2021 and September 30, 2021
( 21,368,537 )
( 21,368,537 )
Total shareholders' equity
25,763,730
24,585,081
Total liabilities and shareholders' equity
$
28,060,790
$
27,086,000
The accompanying notes are an integral part of these statements.
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INNOVATIVE SOLUTIONS AND SUPPORT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
Three Months Ended December 31,
2021
2020
Net Sales:
Product
$
6,695,778
$
4,802,835
Engineering development contracts
—
66,817
Total net sales
6,695,778
4,869,652
Cost of sales:
Product
2,728,057
2,294,294
Engineering development contracts
—
9,535
Total cost of sales
2,728,057
2,303,829
Gross profit
3,967,721
2,565,823
Operating expenses:
Research and development
736,525
600,298
Selling, general and administrative
1,806,982
1,733,154
Total operating expenses
2,543,507
2,333,452
Operating income
1,424,214
232,371
Interest income
96
879
Other income
16,238
16,392
Income before income taxes
1,440,548
249,642
Income tax expense
307,490
9,497
Net income
$
1,133,058
$
240,145
Net income per common share:
Basic
$
0.07
$
0.01
Diluted
$
0.07
$
0.01
Weighted average shares outstanding:
Basic
17,246,372
17,214,384
Diluted
17,246,372
17,216,287
The accompanying notes are an integral part of these statements.
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INNOVATIVE SOLUTIONS AND SUPPORT, INC.
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
(unaudited)
Three Months Ended December 31, 2021
Additional
Common
Paid-In
(Accumulated
Treasury
Stock
Capital
Deficit)
Stock
Total
Balance, September 30, 2021
$
19,343
$
51,817,095
$
( 5,882,820 )
$
( 21,368,537 )
$
24,585,081
Share-based compensation
—
45,591
—
—
45,591
Net income
—
—
1,133,058
—
1,133,058
Balance, December 31, 2021
$
19,343
$
51,862,686
$
( 4,749,762 )
$
( 21,368,537 )
$
25,763,730
The accompanying notes are an integral part of these statements.
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INNOVATIVE SOLUTIONS AND SUPPORT, INC.
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
(unaudited)
Three Months Ended December 31, 2020
Additional
Common
Paid-In
(Accumulated
Treasury
Stock
Capital
Deficit)
Stock
Total
Balance, September 30, 2020
$
19,311
$
51,458,787
$
( 2,340,530 )
$
( 21,368,537 )
$
27,769,031
Share-based compensation
—
45,591
—
—
45,591
Dividends declared
—
( 8,607,192 )
( 8,607,192 )
Net income
—
—
240,145
—
240,145
Balance, December 31, 2020
$
19,311
$
51,504,378
$
( 10,707,577 )
$
( 21,368,537 )
$
19,447,575
The accompanying notes are an integral part of these statements.
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INNOVATIVE SOLUTIONS AND SUPPORT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
For the Three Months Ended December 31,
2021
2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
$
1,133,058
$
240,145
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
92,372
113,682
Share-based compensation expense
Stock options
45,591
45,591
Deferred income taxes
231,298
—
(Increase) decrease in:
Accounts receivable
325,121
1,824,582
Inventories
( 61,083 )
110,592
Prepaid expenses and other current assets
( 48,402 )
( 175,752 )
Increase (decrease) in:
Accounts payable
( 123,156 )
( 63,299 )
Accrued expenses
( 71,606 )
( 228,820 )
Income taxes payable
76,192
9,497
Contract liability
( 81,650 )
( 191,892 )
Net cash provided by operating activities
1,517,735
1,684,326
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment
( 77,348 )
( 72,846 )
Net cash used in investing activities
( 77,348 )
( 72,846 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividend paid
—
( 19,788,092 )
Net cash used in financing activities
—
( 19,788,092 )
Net increase (decrease) in cash and cash equivalents
1,440,387
( 18,176,612 )
Cash and cash equivalents, beginning of year
8,265,606
23,784,867
Cash and cash equivalents, end of year
$
9,705,993
$
5,608,255
The accompanying notes are an integral part of these statements.
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INNOVATIVE SOLUTIONS AND SUPPORT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Summary of Significant Accounting Policies
Description of the Company
Innovative Solutions and Support, Inc. (the “Company,” “IS&S,” “we” or “us”) was incorporated in Pennsylvania on February 12, 1988. The Company operates in one business segment as a systems integrator that designs, develops, manufactures, sells and services air data equipment, engine display systems, standby equipment, primary flight guidance, autothrottles and cockpit display systems for retrofit applications and original equipment manufacturers (“OEMs”). The Company supplies integrated Flight Management Systems (“FMS”), Flat Panel Display Systems (“FPDS”), FPDS with Autothrottle, air data equipment, Integrated Standby Units (“ISU”), ISU with Autothrottle and advanced Global Positioning System (“GPS”) receivers that enable reduced carbon footprint navigation.
The Company has continued to position itself as a system integrator, which capability provides the Company with the potential to generate more substantive orders over a broader product base. 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.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements are presented pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) in accordance with the disclosure requirements for the quarterly report on Form 10-Q and, therefore, do not include all of the information and footnotes required by generally accepted accounting principles in the United States (“GAAP”) for complete annual financial statements. In the opinion of Company management, the unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary to state fairly the results for the interim periods presented. The condensed consolidated balance sheet as of September 30, 2021 is derived from the audited financial statements of the Company. Operating results for the three-month period ended December 31, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2022, including in terms of the impact of the coronavirus pandemic (the “COVID-19 pandemic”), which cannot be determined at this time. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes of the Company included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2021.
Principles of Consolidation
The Company’s condensed consolidated financial statements include the accounts of its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
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Impact of the COVID-19 Pandemic
The ongoing global outbreak of coronavirus, which was declared a pandemic by the World Health Organization on March 11, 2020 and a national emergency by the President of the United States on March 13, 2020, has caused and is continuing to cause business slowdowns and shutdowns and turmoil in the financial markets both in the United States and abroad. IS&S is monitoring the impact of the COVID-19 pandemic on its business, including how it has impacted and will impact the Company’s employees, customers, suppliers and distribution channels. The Company has not yet seen a material impact from the COVID-19 pandemic on its business, financial position, liquidity, or ability to service customers or maintain critical operations. However, the COVID-19 pandemic, as well as the quarantines and other governmental and non‑governmental restrictions which have been imposed throughout the world in an effort to contain or mitigate the spread of the coronavirus (including recent developments as a result of newer variants or strains of SARS‑CoV‑2), has created significant volatility, uncertainty and disruption which may adversely affect IS&S’ business and has caused and is continuing to cause significant market turbulence and disruption that may continue for some time even after business restrictions are lifted and the threat of the coronavirus diminishes. As a result, the Company may face liquidity shortages, weaker product demand from its customers, disruptions in its supply chain, and/or staffing shortages in its workforce for the foreseeable future due to the direct and indirect effects of the COVID-19 pandemic.
Use of Estimates
The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America, which require management to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results could differ from those estimates. Estimates are used in accounting for, among other items, long term contracts, allowances for doubtful accounts, inventory obsolescence, product warranty cost liabilities, income taxes, engineering and material costs on Engineering Development Contract (“EDC”) programs, percentage of completion on EDC contracts, recoverability of long-lived assets and contingencies. Estimates and assumptions are reviewed periodically and the effects of changes, if any, are reflected in the consolidated statements of operations in the period they are determined.
Cash and Cash Equivalents
Highly liquid investments, purchased with an original maturity of three months or less, are classified as cash equivalents. Cash equivalents at December 31, 2021 and September 30, 2021 consist of cash on deposit and cash invested in money market funds with financial institutions.
Inventory Valuation
Inventories are stated at the lower of cost (first-in, first-out) or net realizable value, net of write-downs for excess and obsolete inventory.
Property and Equipment
Property and equipment are stated at cost. Depreciation is provided using an accelerated method over the estimated useful lives of the assets (the lesser of three to seven years or over the lease term), except for the manufacturing facility and the corporate airplanes, which are depreciated using the straight-line method over their estimated useful lives of thirty-nine years and ten years , respectively. Major additions and improvements are capitalized, while maintenance and repairs that do not improve or extend the life of assets are charged to expense as incurred.
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Long-Lived Assets
The Company assesses the impairment of long-lived assets in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 360-10, “ Property, Plant and Equipment.” This statement requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. In addition, long-lived assets to be disposed of should be reported at the lower of the carrying amount or fair value less cost to sell. The Company considers historical performance and future estimated results in its evaluation of potential impairment and then compares the carrying amount of the asset to estimated future cash flows expected to result from use of the asset. If the carrying amount of the asset exceeds the estimated expected undiscounted future cash flows, the Company measures the amount of the impairment by comparing the carrying amount of the asset to its fair value. The estimation of fair value is generally measured by discounting expected future cash flows. No impairment charges were recorded during the three-month periods ended December 31, 2021 or 2020.
Fair Value of Financial Instruments
The net carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and short-term debt approximate their fair value because of the short-term nature of these instruments. For financial assets and liabilities measured at fair value on a recurring basis, fair value is the price the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value as follows:
Level 1 — Unadjusted quoted prices that are available in active markets for the identical assets or liabilities at the measurement date.
Level 2 — Other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly, including:
● Quoted prices for similar assets or liabilities in active markets;
● Quoted prices for identical or similar assets in non-active markets;
● Inputs other than quoted prices that are observable for the asset or liability; and
● Inputs that are derived principally from or corroborated by other observable market data.
Level 3 — Unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions.
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The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2021 and September 30, 2021, according to the valuation techniques the Company used to determine their fair values.
Fair Value Measurement on December 31, 2021
Quoted Price in
Significant Other
Significant
Active Markets for
Observable
Unobservable
Identical Assets
Inputs
Inputs
(Level 1)
(Level 2)
(Level 3)
Assets
Cash and cash equivalents:
Money market funds
$
6,046,805
$
—
$
—
Fair Value Measurement on September 30, 2021
Quoted Price in
Significant Other
Significant
Active Markets for
Observable
Unobservable
Identical Assets
Inputs
Inputs
(Level 1)
(Level 2)
(Level 3)
Assets
Cash and cash equivalents:
Money market funds
$
6,051,902
$
—
$
—
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 accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of ASC 606 is that an entity recognizes revenue when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods or services. To achieve this core principle, the Company applies the following five steps:
1)
Identify the contract with a customer
The Company’s contract with its customers typically is the form of a purchase order issued to the Company by its customers and, to a lesser degree, in the form of a purchase order issued in connection with a formal contract executed with a customer. For the purpose of accounting for revenue under ASC 606, a contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for goods or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer.
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2)
Identify the performance obligations in the contract
Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the good or service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. Most of our revenue is derived from purchases under which we provide a specific product or service and, as a result, there is only one performance obligation. In the event that a contract includes multiple promised goods or services, such as an EDC contract which includes both engineering services and a resulting product shipment, the Company must apply judgment to determine whether promised goods or services are capable of being distinct in the context of the contract. In these cases, the Company considers whether the customer could, on its own, or together with other resources that are readily available from third parties, produce the physical product using only the output resulting from the Company’s completion of engineering services. If the customer cannot produce the physical product, then the promised goods or services are accounted for as a combined performance obligation.
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.
4)
Allocate the transaction price to performance obligations in the contract
If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price by taking into account available information such as market conditions as well as the cost of the goods or services and the Company’s normal margins for similar performance obligations.
5) Recognize revenue when or as the Company satisfies a performance obligation
The Company satisfies performance obligations either over time or at a point in time as discussed in further detail below. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised good or service to a customer. Revenue from products transferred to customers at a point in time accounted for 100 percent of our revenue for the three-month periods ended December 31, 2021 and 2020, respectively, 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.
Contract Estimates
Accounting for performance obligations in long-term contracts that are satisfied over time involves the use of various techniques to estimate progress towards satisfaction of the performance obligation. The Company typically measures progress based on costs incurred compared to estimated total contract costs. Contract cost estimates are based on various assumptions to project the outcome of future events that often span more than a single year. These assumptions include the amount of labor and labor costs, the quantity and cost of raw materials used in the completion of the performance obligation, and the complexity of the work to be performed.
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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 three-month periods ended December 31, 2021 and 2020, respectively. Therefore, no adjustment on any contract was material to our unaudited consolidated financial statements for the three-month periods ended December 31, 2021 and 2020, respectively.
Contract Balances
Contract assets consist of the right to consideration in exchange for product offerings that we have transferred to a customer under the contract. Contract liabilities primarily relate to consideration received in advance of performance under the contract. The following table reflects the Company’s contract assets and contract liabilities:
Contract
Liabilities
September 30, 2021
$
417,504
Amount transferred to receivables from contract assets
—
Contract asset additions
—
Performance obligations satisfied during the period that were included in the contract liability balance at the beginning of the period
( 117,986 )
Increases due to invoicing prior to satisfaction of performance obligations
36,336
December 31, 2021
$
335,854
Customer Service Revenue
The Company enters into sales arrangements with customers for the repair or upgrade of its various products that are not under warranty. The Company’s customer service revenue and cost of sales are included in product sales and product cost of sales, respectively, on the accompanying consolidated statements of operations. The Company’s customer service revenue and cost of sales for the three-month periods ended December 31, 2021 and 2020 respectively are as follows:
For the Three Months Ended December 31,
2021
2020
Customer Service Sales
$
1,085,445
$
815,503
Customer Service Cost of Sales
343,650
316,637
Gross Profit
$
741,795
$
498,866
Lease Recognition
The Company accounts for leases in accordance with ASU 2016-02, Leases (Topic 842). At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets and short-term and long-term lease liabilities, as applicable. The Company does not have any financing leases that are material in nature.
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Income Taxes
Income taxes are recorded in accordance with ASC Topic 740, “ Income Taxes ” (“ASC Topic 740”), which utilizes a balance sheet approach to provide for income taxes. Under this method, the Company recognizes deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of the Company’s assets, liabilities, and expected benefits of utilizing NOLs and tax credit carryforwards. The impact on deferred taxes of changes in tax rates and laws, if any, are applied to the years during which temporary differences are expected to be settled and are reflected in the consolidated financial statements in the period of enactment. At the end of each interim reporting period, the Company prepares an estimate of the annual effective income tax rate and applies that annual effective income tax rate to ordinary year-to-date pre-tax income for the interim period. Specific tax items discrete to a particular quarter are recorded in income tax expense for that quarter. The estimated annual effective tax rate used in providing for income taxes on a year-to-date basis may change in subsequent periods.
Deferred tax assets are reduced by a valuation allowance if, based on the consideration of all available evidence, it is more likely than not that some portion of the deferred tax asset will not be realized. Significant weight is given to evidence that can be verified objectively, and significant management judgment is required in determining any valuation allowance recorded against net deferred tax assets. The Company evaluates deferred income taxes on a quarterly basis to determine if a valuation allowance is required by considering available evidence. Deferred tax assets are recognized when expected future taxable income is sufficient to allow the related tax benefits to reduce taxes that would otherwise be payable. The sources of taxable income that may be available to realize the benefit of deferred tax assets are future reversals of existing taxable temporary differences, future taxable income exclusive of reversing temporary differences and credit carryforwards, taxable income in carry-back years, and tax planning strategies which are both prudent and feasible. If the Company were to determine that it would be able to realize additional state deferred tax assets in the future, it would make an adjustment to the valuation allowance which would reduce the provision for income taxes.
The accounting for uncertainty in income taxes requires a more likely than not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. The Company records a liability for the difference between the (i) benefit recognized and measured for financial statement purposes and (ii) the tax position taken or expected to be taken on the Company’s tax return. To the extent that the Company’s assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. The Company has elected to record any interest or penalties associated with uncertain tax positions as income tax expense.
The Company files a consolidated U.S. federal income tax return. The Company prepares and files tax returns based on the interpretation of tax laws and regulations, and records estimates based on these judgments and interpretations. In the normal course of business, the tax returns are subject to examination by various taxing authorities. Such examinations may result in future tax and interest assessments by these taxing authorities, and the Company records a liability when it is probable that there will be an assessment. The Company adjusts the estimates periodically as a result of ongoing examinations by and settlements with the various taxing authorities, and changes in tax laws, regulations and precedent. The consolidated tax provision of any given year includes adjustments to prior years’ income tax accruals that are considered appropriate, and any related estimated interest. Management believes that it has made adequate accruals for income taxes. Differences between estimated and actual amounts determined upon ultimate resolution, individually or in the aggregate, are not expected to have a material effect on the Company’s consolidated financial position but could possibly be material to its consolidated results of operations or cash flow of any one period.
Engineering Development
The Company invests a significant percentage of its sales on engineering development, both Research & Development (“R&D”) and EDC. At December 31, 2021, approximately 18 % of the Company’s employees were engineers engaged in various engineering development projects. Total engineering development expense comprises both internally funded R&D and product development and design charges related to specific customer contracts. Engineering development expense consists primarily of payroll-related expenses of employees engaged in EDC projects, engineering related product materials and equipment, and subcontracting costs. R&D charges incurred for product design, product enhancements, and future product development are expensed as incurred. Product development and design charges related to specific customer contracts are charged to cost of sales-EDC based on the method of contract accounting (either percentage-of-completion or completed contract) applicable to such contracts.
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Treasury Stock
We account for treasury stock purchased under the cost method and include treasury stock as a component of shareholders’ equity. Treasury stock purchased with intent to retire (whether or not the retirement is actually accomplished) is charged to common stock.
Comprehensive Income
Pursuant to FASB ASC Topic 220, “Comprehensive Income,” the Company is required to classify items of other comprehensive income by their nature in a financial statement and display the accumulated balance of other comprehensive income separately from retained earnings and additional paid-in capital in the equity section of its condensed consolidated balance sheets. For the three-month periods ended December 31, 2021 and 2020, comprehensive income consisted of net income only, and there were no items of other comprehensive income for any of the periods presented.
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.
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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 December 31, 2021 and September 30, 2021, respectively. However, the actual value of such claims could be significantly affected if future occurrences and claims differ from these assumptions. At December 31, 2021 and September 30, 2021, the estimated liability for medical claims incurred but not reported was $ 56,580 and $ 55,934 , respectively. The Company has recorded the excess of funded premiums over estimated claims incurred but not reported of $ 162,706 and $ 208,651 as a current asset in the accompanying condensed consolidated balance sheets as of December 31, 2021 and September 30, 2021, respectively.
Concentrations
Major Customers and Products
In the three-month period ended December 31, 2021, two customers, Air Transport Services Group, and Pilatus Aircraft Ltd (“Pilatus”), accounted for 25 %, and 24 % of net sales, respectively. In the three-month period ended December 31, 2020, three customers, Sierra Nevada Corporation, Amazon.com, Inc. and Textron Aviation,Inc, accounted for 17 %, 12 % and 11 % of net sales, respectively.
Major Suppliers
The Company buys several of its components from sole source suppliers. Although there are a limited number of suppliers of particular components, management believes other suppliers could provide similar components on comparable terms.
For the three-month period ended December 31, 2021, the Company had two suppliers that were individually responsible for greater than 10% of the Company’s total inventory related purchases.
For the three-month period ended December 31, 2020, the Company had two suppliers that were individually responsible for greater than 10% of the Company’s total inventory related purchases.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash balances and accounts receivable. The Company invests its excess cash where preservation of principal is the major consideration. Cash balances are maintained with two major banks. Balances on deposit with certain money market accounts and operating accounts may exceed the Federal Deposit Insurance Corporation limits. The Company’s customer base consists principally of companies within the aviation industry. The Company requests advance payments and/or letters of credit from customers that it considers to be credit risks.
Recent Accounting Pronouncements
In June 2016, FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instrument (“ASU 2016-13”). ASU 2016-13 replaces the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for SEC small business filers for fiscal years beginning after December 15, 2022. Management is currently assessing the impact ASU 2016-13 will have on the Company.
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In December 2019, the FASB issued ASU 2019-12, “ Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ” (“ASU 2019-12”), which simplifies the accounting for income taxes, eliminates certain exceptions within Accounting Standards Codification Topic 740, “Income Taxes” (“ASC 740”), and clarifies certain aspects of ASC 740 to promote consistency among reporting entities. We adopted this update effective October 1, 2021. The adoption of this standard did not have a material impact on our condensed consolidated financial statements or related disclosures.
As new accounting pronouncements are issued, we will adopt those that are applicable.
2. Supplemental Balance Sheet Disclosures
Inventories
Inventories are stated at the lower of cost (first-in, first-out) or net realizable value, net of write-downs for excess and obsolete inventory, and consist of the following:
December 31,
September 30,
2021
2021
Raw materials
$
3,741,707
$
3,729,692
Work-in-process
678,941
629,814
Finished goods
185,827
185,886
$
4,606,475
$
4,545,392
Prepaid expenses and other current assets
Prepaid expenses and other current assets consist of the following:
December 31,
September 30,
2021
2021
Prepaid insurance
$
638,385
$
318,138
Other
243,093
514,938
$
881,478
$
833,076
Property and equipment
Property and equipment, net consists of the following:
December 31,
September 30,
2021
2021
Computer equipment
$
2,294,387
$
2,309,053
Corporate airplanes
5,601,039
5,601,039
Furniture and office equipment
970,725
970,725
Manufacturing facility
5,889,491
5,889,491
Equipment
5,622,877
5,545,529
Land
1,021,245
1,021,245
21,399,764
21,337,082
Less: accumulated depreciation and amortization
( 13,268,315 )
( 13,193,599 )
$
8,131,449
$
8,143,483
Depreciation and amortization related to property and equipment was $ 92,372 and $ 93,051 for the three-month periods ended December 31, 2021 and 2020, respectively. The corporate airplanes are utilized primarily in support of product development. The Pilatus PC-12 airplane, one of the Company’s two corporate airplanes, has been depreciated to its estimated salvage value.
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Other assets
Other assets consist of the following:
December 31,
September 30,
2021
2021
Intangible assets, net of accumulated amortization of $ 634,032 at December 31, 2021 and September 30, 2021
$
62,474
$
62,474
Operating lease right-of-use asset
39,336
42,976
Other non-current assets
79,845
82,834
$
181,655
$
188,284
Intangible assets consist of licensing and certification rights which are amortized over a defined number of units. No impairment charges were recorded in the three-month periods ended December 31, 2021 and 2020.
Intangible asset amortization expense was $ 0 and $ 19,914 for the three-month periods ended December 31, 2021 and 2020, respectively. The timing of future amortization expense is not determinable because the intangible assets are being amortized over a defined number of units.
Other non-current assets as of December 31, 2021 and September 30, 2021 include the security deposit for an airplane hangar and a deposit for medical claims required under the Company’s medical plan. In addition, other non-current assets as of December 31, 2021 and September 30, 2021 includes $ 4,545 and $ 7,535 , respectively, of prepaid software licenses that will be earned upon the shipment of a certain product to a customer. Other non-current assets amortization expense was $ 2,990 and $ 717 for the three-month periods ended December 31, 2021 and 2020, respectively.
Accrued expenses
Accrued expenses consist of the following:
December 31,
September 30,
2021
2021
Warranty
$
596,436
$
589,260
Salary, benefits and payroll taxes
220,705
385,287
Professional fees
208,680
163,130
Operating lease
14,122
14,296
Other
395,585
279,142
$
1,435,528
$
1,431,115
Warranty cost and accrual information for the three-month period ended December 31, 2021 is highlighted below:
Three Months Ending
December 31, 2021
Warranty accrual, beginning of period
$
589,260
Accrued expense
32,590
Warranty cost
( 25,414 )
Warranty accrual, end of period
$
596,436
3. Income Taxes
The Company will continue to assess all available evidence during future periods to evaluate any changes to the realization of its deferred tax assets. If the Company were to determine that it would be able to realize additional state deferred tax assets in the future, it would make an adjustment to the valuation allowance which would reduce the provision for income taxes.
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The income tax expense for the three-month period ended December 31, 2021 was $ 307,490 as compared to an income tax expense of $ 9,497 for the three-month period ended December 31, 2020.
The effective tax rate for the three-month period ended December 31, 2021 was 21.3 % and differs from the statutory tax rate primarily due to permanent items and state taxes.
The effective tax rate for the three-month period ended December 31, 2020 was 3.8 % and differs from the statutory tax rate primarily due to net operating loss realization due to an increase in pretax book income and the release of the valuation allowance. This loss utilization both decreased the deferred tax asset and the valuation allowance. For the three-month period ended December 31, 2020, the valuation allowance decreased by approximately $ 40,000 .
4. Shareholders’ Equity and Share-Based Payments
At December 31, 2021, the Company’s Amended and Restated Articles of Incorporation provides the Company authority to issue 75,000,000 shares of common stock and 10,000,000 shares of preferred stock.
Share-Based compensation
The Company accounts for share-based compensation under the provisions of ASC Topic 718 by using the fair value method for expensing stock options and stock awards.
Total share-based compensation expense was $ 45,591 for the three-month periods ended December 31, 2021 and 2020, respectively.
2019 Stock-Based Incentive Compensation Plan
The 2019 Plan was approved by the Company’s shareholders at the Company’s Annual Meeting of Shareholders held on April 2, 2019. The 2019 Plan authorizes the grant of stock appreciation rights, restricted stock, options and other equity-based awards. Options granted under the 2019 Plan may be either “incentive stock options” as defined in section 422 of the Code or nonqualified stock options, as determined by the Compensation Committee.
Subject to an adjustment necessary upon a stock dividend, recapitalization, forward split or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase or share exchange, extraordinary or unusual cash distribution, or similar corporate transaction or event, the maximum number of shares of common stock available for awards under the 2019 Plan is 750,000 , plus 139,691 shares of common stock that were authorized but unissued under the 2009 Plan as of the effective date of the 2019 Plan (i.e., April 2, 2019), all of which may be issued pursuant to awards of incentive stock options. In addition, the 2019 Plan provides that no more than 300,000 shares may be awarded in any calendar year to any employee. On August 27, 2020, 100,000 stock options have been granted to Relland M. Winand, the Company’s Chief Financial Officer, under the 2019 Plan. As of December 31, 2021, there were 689,147 shares of common stock available for awards under the 2019 Plan.
If any award is forfeited, terminates or otherwise is settled for any reason without an actual distribution of shares to the participant, the related shares of common stock subject to such award will again be available for future grant. Any shares tendered by a participant in payment of the exercise price of an option or the tax liability with respect to an award (including, in any case, shares withheld from any such award) will not be available for future grant under the 2019 Plan. If there is any change in the Company’s corporate capitalization, the Compensation Committee must proportionately and equitably adjust the number and kind of shares of common stock which may be issued in connection with future awards, the number and kind of shares of common stock covered by awards then outstanding under the 2019 Plan, the aggregate number and kind of shares of common stock available under the 2019 Plan, any applicable individual limits on the number of shares of common stock available for awards under the 2019 Plan, the exercise or grant price of any award, or if deemed appropriate, make provision for a cash payment with respect to any outstanding award. In addition, the Compensation Committee may make adjustments in the terms and conditions of any awards, including any performance goals, in recognition of unusual or nonrecurring events affecting the Company or any subsidiary, or in response to changes in applicable laws, regulations, or accounting principles.
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The compensation expense under the 2019 Plan related to options issued to employees was $ 45,591 and $ 45,591 for the three-month periods ended December 31, 2021 and 2020, respectively. The compensation expense under the 2019 Plan related to shares issued to non-employee members of the Board was $ 0 for the three-month periods ended December 31, 2021 and 2020, respectively. Total compensation expense associated with the 2019 Plan was $ 45,591 and $ 45,591 for the three-month periods ended December 31, 2021 and 2020, respectively.
At December 31, 2021, unrecognized compensation expense of approximately $ 118,422 , net of forfeitures, related to non-vested stock options under the 2019 Plan, will be recognized.
5. Earnings Per Share
Three Months Ended December 31,
2021
2020
Numerator:
Net income
$
1,133,058
$
240,145
Denominator:
Basic weighted average shares
17,246,372
17,214,384
Dilutive effect of share-based awards
—
1,903
Diluted weighted average shares
17,246,372
17,216,287
Earnings per common share:
Basic EPS
$
0.07
$
0.01
Diluted EPS
$
0.07
$
0.01
Net income per share is calculated pursuant to ASC Topic 260, “ Earnings per Share” (“ASC Topic 260”). Basic earnings per share (“EPS”) excludes potentially dilutive securities and is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS is computed assuming the conversion or exercise of all dilutive securities such as employee stock options and restricted stock units (“RSUs”).
The number of incremental shares from the assumed exercise of stock options and RSUs is calculated by using the treasury stock method. As of December 31, 2021 and 2020, there were 100,000 and 104,500 options to purchase common stock outstanding, respectively, and no shares subject to vesting of restricted stock units outstanding, respectively. The average outstanding diluted shares calculation excludes options with an exercise price that exceeds the average market price of shares during the period.
For the three-month periods ended December 31, 2021 and 2020, respectively, 100,000 and 100,000 diluted weighted-average shares outstanding were excluded from the computation of diluted EPS because the effect would be anti-dilutive.
6. Contingencies
In the ordinary course of business, the Company is at times subject to various legal proceedings and claims. The Company does not believe any such matters that are currently pending will, individually or in the aggregate, have a material effect on the results of operations or financial position.
7. Leases
The Company accounts for leases in accordance with ASU 2016-02 and records “right-of-use” assets and corresponding lease liabilities on the balance sheet for most leases with an initial term of greater than one year. Consistent with previous accounting guidance, we will recognize payments for leases with a term of less than one year in the statement of operations on a straight-line basis over the lease term.
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We lease real estate and equipment under various operating leases. A lease exists when a contract or part of a contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. In determining whether a lease exists, we consider whether a contract provides us with both: (a) the right to obtain substantially all of the economic benefits from the use of the identified asset and (b) the right to direct the use of the identified asset.
Some of our leases include base rental periods coupled with options to renew or terminate the lease, generally at our discretion. In evaluating the lease term, we consider whether we are reasonably certain to exercise such options. To the extent a significant economic incentive exists to exercise an option, that option is included within the lease term. However, based on the nature of our lease arrangements, options generally do not provide us with a significant economic incentive and are therefore excluded from the lease term for the majority of our arrangements.
Our leases typically include a combination of fixed and variable payments. Fixed payments are generally included when measuring the right-of-use asset and lease liability. Variable payments, which primarily represent payments based on usage of the underlying asset, are generally excluded from such measurement and expensed as incurred. In addition, certain of our lease arrangements may contain a lease coupled with an arrangement to provide other services, such as maintenance, or may require us to make other payments on behalf of the lessor related to the leased asset, such as payments for taxes or insurance. As permitted by ASU 2016-02, we have elected to account for these non-lease components together with the associated lease component if included in the lease payments. This election has been made for each of our asset classes.
The measurement of “right-of-use” assets and lease liabilities requires us to estimate appropriate discount rates. To the extent the rate implicit in the lease is readily determinable, such rate is utilized. However, based on information available at lease commencement for our leases, the rate implicit in the lease is not known. In these instances, we utilize an incremental borrowing rate, which represents the rate of interest that we would pay to borrow on a collateralized basis over a similar term.
The following table presents the lease-related assets and liabilities reported in the Consolidated Balance Sheet as of December 31, 2021:
Classification on the Consolidated Balance Sheet on December 31, 2021
Assets
Operating leases
Other assets
$
39,336
Liabilities
Operating leases- current
Accrued expenses
$
14,122
Operating leases – noncurrent
Other liabilities
$
25,214
Total lease liabilities
$
39,336
Rent expense and cash paid for various operating leases in aggregate are $ 3,669 for the three-month period ended December 31, 2021. The weighted average remaining lease term is 2.9 years and the weighted average discount rate is 5.0 % as of December 31, 2021.
Future minimum lease payments under operating leases are as follows at December 31, 2021:
Twelve Months
Ending
Operating
December 31,
Leases
2022
$
14,676
2023
$
14,676
2024
13,453
Total minimum lease payments
$
42,805
Amount representing interest
( 3,469 )
Present value of minimum lease payments
39,336
Current portion
( 14,122 )
Long-term portion of lease obligations
$
25,214
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.