Item 8. Financial Statements and Supplementary Data
Item 8. Financial statements and supplementary data.
The financial statements of Innovative Solutions and Support, Inc. listed in the index appearing under Item 8 herein are filed as part of this Report.
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Innovative Solutions and Support, Inc.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm PCAOB ID Number 248
38
Consolidated Balance Sheets
39
Consolidated Statements of Operations
40
Consolidated Statements of Shareholders’ Equity
41
Consolidated Statements of Cash Flows
42
Notes to Consolidated Financial Statements
43-60
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
Innovative Solutions & Support, Inc.
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of Innovative Solutions & Support, Inc. (a Pennsylvania corporation) and subsidiaries (the “Company”) as of September 30, 2022 and 2021, the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the three years in the period ended September 30, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2022, in conformity with accounting principles generally accepted in the United States of America.
Basis for opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical audit matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/ GRANT THORNTON LLP
We have served as the Company’s auditor since 2014.
Philadelphia, Pennsylvania
December 16, 2022
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INNOVATIVE SOLUTIONS AND SUPPORT, INC.
CONSOLIDATED BALANCE SHEETS
September 30,
September 30,
2022
2021
ASSETS
Current assets
Cash and cash equivalents
$
17,250,546
$
8,265,606
Accounts receivable
4,297,457
4,046,337
Contract asset
162,742
—
Inventories
5,349,104
4,545,392
Prepaid expenses and other current assets
1,142,470
833,076
Total current assets
28,202,319
17,690,411
Property and equipment, net
6,292,189
8,143,483
Deferred income taxes
46,487
1,063,822
Other assets
164,328
188,284
Total assets
$
34,705,323
$
27,086,000
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable
$
708,845
$
623,620
Accrued expenses
2,972,275
1,431,115
Contract liability
135,686
61,330
Contract liability - related party
123,497
356,174
Total current liabilities
3,940,303
2,472,239
Other liabilities
15,065
28,680
Total liabilities
3,955,368
2,500,919
Commitments and contingencies (See Note 14)
Shareholders’ equity
Preferred stock, 10,000,000 shares authorized, $ .001 par value, of which 200,000 shares are authorized as Class A Convertible stock. No shares issued and outstanding at September 30, 2022 and 2021
—
—
Common stock, $ .001 par value: 75,000,000 shares authorized, 19,412,664 and 19,342,823 issued at September 30, 2022 and 2021, respectively
19,413
19,343
Additional paid-in capital
52,458,121
51,817,095
Accumulated deficit
( 359,042 )
( 5,882,820 )
Treasury stock, at cost, 2,096,451 shares at September 30, 2022 and at September 30, 2021
( 21,368,537 )
( 21,368,537 )
Total shareholders’ equity
30,749,955
24,585,081
Total liabilities and shareholders’ equity
$
34,705,323
$
27,086,000
The accompanying notes are an integral part of these statements.
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INNOVATIVE SOLUTIONS AND SUPPORT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Fiscal Year Ended September 30,
Net sales:
2022
2021
2020
Product
$
27,279,750
$
22,760,083
$
20,806,121
Engineering development contracts
460,945
284,713
789,078
Total net sales
27,740,695
23,044,796
21,595,199
Cost of sales:
Product
10,905,799
10,185,510
9,568,553
Engineering development contracts
160,515
77,656
224,671
Total cost of sales
11,066,314
10,263,166
9,793,224
Gross profit
16,674,381
12,781,630
11,801,975
Operating expenses:
Research and development
2,705,140
2,622,919
2,955,976
Selling, general and administrative
6,753,915
6,257,732
6,100,545
Total operating expenses
9,459,055
8,880,651
9,056,521
Operating income
7,215,326
3,900,979
2,745,454
Interest income
61,051
1,234
154,950
Other income
65,232
74,906
60,497
Income before income taxes
7,341,609
3,977,119
2,960,901
Income tax (benefit) expense
1,817,831
( 1,087,783 )
( 308,882 )
Net income
$
5,523,778
$
5,064,902
$
3,269,783
Net income per common share:
Basic
$
0.32
$
0.29
$
0.19
Diluted
$
0.32
$
0.29
$
0.19
Weighted average shares outstanding:
Basic
17,256,750
17,225,423
16,939,302
Diluted
17,257,871
17,226,620
17,114,191
The accompanying notes are an integral part of these statements.
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INNOVATIVE SOLUTIONS AND SUPPORT, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Accumulated
Additional
Deficit)
Common
Paid-In
Retained
Treasury
Stock
Capital
Earnings
Stock
Total
Balance, September 30, 2019
$
19,006
$
51,987,096
$
5,570,587
$
( 21,368,537 )
$
36,208,152
Share-based compensation
—
17,337
—
—
17,337
Exercise of stock options
232
174,911
—
—
175,143
Issuance of stock to directors
73
159,919
—
—
159,992
Tax withholding related to cashless exercise of stock options
—
( 880,476 )
—
—
( 880,476 )
Dividends declared
—
—
( 11,180,900 )
—
( 11,180,900 )
Net income
—
—
3,269,783
—
3,269,783
Balance, September 30, 2020
$
19,311
$
51,458,787
$
( 2,340,530 )
$
( 21,368,537 )
$
27,769,031
Share-based compensation
—
181,350
—
—
181,350
Exercise of stock options
5
17,005
—
—
17,010
Issuance of stock to directors
27
159,953
—
—
159,980
Dividends declared
—
—
( 8,607,192 )
—
( 8,607,192 )
Net income
—
—
5,064,902
—
5,064,902
Balance, September 30, 2021
$
19,343
$
51,817,095
$
( 5,882,820 )
$
( 21,368,537 )
$
24,585,081
Share-based compensation
—
166,617
—
—
166,617
Exercise of stock options
43
301,111
—
—
301,154
Issuance of stock to directors
27
173,298
—
—
173,325
Net income
—
—
5,523,778
—
5,523,778
Balance, September 30, 2022
$
19,413
$
52,458,121
$
( 359,042 )
$
( 21,368,537 )
$
30,749,955
The accompanying notes are an integral part of these statements.
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INNOVATIVE SOLUTIONS AND SUPPORT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Fiscal Year Ended September 30,
2022
2021
2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
$
5,523,778
$
5,064,902
$
3,269,783
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
368,499
432,176
433,510
Share-based compensation expense
Stock options
166,617
181,350
17,337
Stock awards
173,325
159,980
160,006
Gain on disposal of property and equipment
( 1,191,743 )
—
—
Excess and obsolete inventory cost
—
( 100,446 )
66,511
Deferred income taxes
1,017,335
( 1,193,511 )
38
(Increase) decrease in:
Accounts receivable
( 251,120 )
322,774
( 2,020,574 )
Contract asset
( 162,742 )
—
80,182
Inventories
( 708,859 )
( 153,611 )
112,848
Prepaid expenses and other current assets
( 309,394 )
( 157,967 )
( 33,060 )
Other non-current assets
—
—
( 96,269 )
Increase (decrease) in:
Accounts payable
85,224
( 167,272 )
( 288,181 )
Accrued expenses
1,272,826
( 4,655 )
207,568
Income taxes
269,015
104,640
( 1,666 )
Contract liability
74,356
( 242,835 )
284,684
Contract liability - related party
( 232,677 )
346,974
( 550 )
Net cash provided by operating activities
6,094,440
4,592,499
2,192,167
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment
( 161,230 )
( 340,678 )
( 118,797 )
Proceeds from the sale of property and equipment
2,750,576
—
—
Net cash provided by (used in) investing activities
2,589,346
( 340,678 )
( 118,797 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from paycheck protection program
—
—
1,203,900
Repayment of paycheck protection program
—
—
( 1,203,900 )
Proceeds from exercise of stock options
301,154
17,010
175,143
Tax withholding related to cashless exercise of stock options
—
—
( 880,476 )
Dividend paid
—
( 19,788,092 )
—
Net cash provided by (used in) financing activities
301,154
( 19,771,082 )
( 705,333 )
Net increase (decrease) in cash and cash equivalents and restricted cash
8,984,940
( 15,519,261 )
1,368,037
Cash and cash equivalents and restricted cash, beginning of year
8,265,606
23,784,867
22,416,830
Cash and cash equivalents and restricted cash, end of year
$
17,250,546
$
8,265,606
$
23,784,867
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for income taxes
$
531,481
$
1,089
$
2,456
Cash received from income tax refund
—
—
309,712
SUPPLEMENTAL DISCLOSURE OF NONCASH INFORMATION
Cashless exercise of stock options
—
—
1,635,000
Accrual of dividends payable
—
—
11,180,900
The accompanying notes are an integral part of these statements.
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INNOVATIVE SOLUTIONS AND SUPPORT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Background
Innovative Solutions and Support, Inc. (the “Company,” “IS&S,” “we” or “us”) was incorporated in Pennsylvania on February 12, 1988. The Company operates in one business segment as a systems integrator that designs, develops, manufactures, sells, and services air data equipment, engine display systems, standby equipment, primary flight guidance and cockpit display systems for retrofit applications and original equipment manufacturers (“OEMs”). The Company supplies integrated Flight Management Systems (“FMS”), Flat Panel Display Systems (“FPDS”), FPDS with Autothrottle, air data equipment, Integrated Standby Units (“ISU”), ISU with Autothrottle and advanced GPS receivers that enable reduced carbon footprint navigation.
The Company has continued to position itself as a system integrator, which provides the Company with the capability and potential to generate more substantive orders over a broader product base. This strategy, as both a manufacturer and integrator, is designed to leverage the latest technologies developed for the computer and telecommunications industries into advanced and cost-effective solutions for the general aviation, commercial air transport, DoD/governmental, and foreign military markets. This approach, combined with the Company’s industry experience, is designed to enable IS&S to develop high-quality products and systems, to reduce product time to market, and to achieve cost advantages over products offered by its competitors. Customers include various OEMs, commercial air transport carriers and corporate/general aviation companies, DoD and its commercial contractors, aircraft operators, aircraft modification centers, government agencies, and foreign militaries.
2. Concentrations
Major Customers and Products
In fiscal 2022, 2021 and 2020, the Company derived 58 %, 59 % and 63 %, respectively, of total sales from five customers, although not all the same customers in each year. Accounts receivable and contract assets related to those top five customers was $ 3.3 million, $ 2.1 million and $ 3.4 million as of September 30, 2022, 2021 and 2020, respectively.
In fiscal year 2022, the three largest customers, Pilatus, ATSG and Textron accounted for 22 %, 11 % and 11 % of total revenue, respectively. In fiscal year 2021, the two largest customers, Pilatus and Textron accounted for 20 % and 17 % of total revenue, respectively. In fiscal year 2020, the three largest customers, Pilatus, Dayton T. Brown, Inc., and Kalitta Air accounted for 33 %, 12 % and 10 % of total revenue, respectively.
Flat panel sales were 98 %, 88 % and 80 % of total sales in the years ended September 30, 2022, 2021 and 2020, respectively. Sales of air data systems and components were 2 %, 12 % and 20 % of total sales for the years ended September 30, 2022, 2021 and 2020, respectively. Sales to government contractors and agencies accounted for approximately 21 %, 18 % and 32 % of total sales during fiscal years 2022, 2021 and 2020, respectively. The government agency or general contractor typically retains the right to terminate the contract at any time at its convenience. Upon alteration or termination of these contracts, IS&S is typically entitled to an equitable adjustment to the contract price so that it would be compensated for delivered items and allowable costs incurred. Accordingly, because these contracts can be terminated, the Company cannot be assured that its backlog will result in sales.
Major Suppliers
The Company buys several of its components from sole source suppliers. Although there are a limited number of suppliers of particular components, management believes other suppliers could provide similar components on comparable terms.
During fiscal 2022 the Company had three suppliers that accounted for 33.7 % of the Company’s total inventory related purchases. During fiscal 2021 the Company had one supplier that accounted for 14.9 % of the Company’s total inventory related purchases.
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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.
3. Summary of Significant Accounting Policies
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.
Impact of the COVID-19 Pandemic
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, some parts of the world are continuing to see a rise in COVID-19 cases and hospitalizations, and it is possible that new, more virulent strains or variants of COVID-19 may emerge and lead governments and private sectors to re-institute quarantine and trade restrictions, which could adversely impact market conditions. IS&S will continue to monitor 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 could face liquidity shortages, weaker product demand from its customers, disruptions in its supply chain, and/or staffing shortages in its workforce in the future due to the direct and indirect effects of the COVID-19 pandemic.
Use of Estimates
The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America, which require management to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results could differ from those estimates. Estimates are used in accounting for, among other items, long term contracts, allowances for doubtful accounts, inventory obsolescence, product warranty cost liabilities, income taxes, engineering and material costs on EDC programs, percentage of completion on EDC contracts, recoverability of long-lived assets and contingencies. Estimates and assumptions are reviewed periodically and the effects of changes, if any, are reflected in the consolidated statements of operations in the period they are determined.
Cash and Cash Equivalents
Highly liquid investments, purchased with an original maturity of three months or less, are classified as cash equivalents. Cash equivalents at September 30, 2022 and 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, and consist of the following:
September 30,
September 30,
2022
2021
Raw materials
$
4,451,045
$
3,729,692
Work-in-process
795,723
629,814
Finished goods
102,336
185,886
$
5,349,104
$
4,545,392
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Property and Equipment
Property and equipment are stated at cost. Depreciation is provided using an accelerated method over the estimated useful lives of the assets (the lesser of three to seven years or over the lease term), except for the manufacturing facility and the corporate airplanes, which are depreciated using the straight-line method over their estimated useful lives of thirty-nine years and ten years , respectively. Major additions and improvements are capitalized, while maintenance and repairs that do not improve or extend the life of assets are charged to expense as incurred.
Long-Lived Assets
The Company assesses the impairment of long-lived assets in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 360-10, “ Property, Plant and Equipment.” This statement requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. In addition, long-lived assets to be disposed of should be reported at the lower of the carrying amount or fair value less cost to sell. The Company considers historical performance and future estimated results in its evaluation of potential impairment and then compares the carrying amount of the asset to estimated future cash flows expected to result from use of the asset. If the carrying amount of the asset exceeds the estimated expected undiscounted future cash flows, the Company measures the amount of the impairment by comparing the carrying amount of the asset to its fair value. The estimation of fair value is generally measured by discounting expected future cash flows. No impairment charges were recorded in fiscal years 2022, 2021 or 2020.
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. Historically, the Company has also recognized revenue 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.
As a significant change in one or more of these estimates could affect the profitability of our contracts, we review and update our contract-related estimates regularly. We recognize adjustments in estimated profit on contracts under the cumulative catch-up method. Under this method, the impact of the adjustment on profit recorded to date is recognized in the period the adjustment is identified. Revenue and profit in future periods of contract performance is recognized using the adjusted estimate. If at any time the estimate of contract profitability indicates an anticipated loss on the contract, we recognize the total loss in the quarter it is identified.
The impact of adjustments in contract estimates on our operating earnings can be reflected in either operating costs and expenses or revenue. The aggregate impact of adjustments in contract estimates did not change our revenue and operating earnings (and diluted earnings per share) for the fiscal years ended September 30, 2022 and 2021. Therefore, no adjustment on any contract was material to our consolidated financial statements for the fiscal years ended September 30, 2022 and 2021.
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Contract Balances
Contract assets consist of the right to consideration in exchange for product offerings that we have transferred to a customer under the contract. Contract liabilities primarily relate to consideration received in advance of performance under the contract. The following table reflects the Company’s contract assets and liabilities:
Contract
Contract
Assets
Liabilities
September 30, 2021
$
—
$
417,504
Amount transferred to receivables from contract assets
—
—
Contract asset additions
162,742
—
Performance obligations satisfied during the period that were included in the contract liability balance at the beginning of the period
—
( 316,320 )
Increases due to invoicing prior to satisfaction of performance obligations
—
157,999
September 30, 2022
$
162,742
$
259,183
Customer Service Revenue
The Company enters into sales arrangements with customers for the repair or upgrade of its various products that are not under warranty. The Company’s customer service revenue and cost of sales are included in product sales and product cost of sales, respectively, on the accompanying consolidated statements of operations. The Company’s customer service revenue and cost of sales for the fiscal years ended 2022, 2021 and 2020 are as follows:
For the Fiscal Year Ended September 30,
2022
2021
2020
Customer Service Sales
$
4,879,591
$
4,034,294
$
4,265,086
Customer Service Cost of Sales
1,502,899
1,489,942
1,457,995
Gross Profit
$
3,376,692
$
2,544,352
$
2,807,091
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.
Income Taxes
Income taxes are recorded in accordance with ASC Topic 740, “ Income Taxes ” (“ASC Topic 740”), which utilizes a balance sheet approach to provide for income taxes. Under this method, the Company recognizes deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of the Company’s assets, liabilities, and expected benefits of utilizing net operating losses (“NOL”) and tax credit carry-forwards. The impact on deferred taxes of changes in tax rates and laws, if any, are applied to the years during which temporary differences are expected to be settled, and are reflected in the consolidated financial statements in the period of enactment. At the end of each interim reporting period, the Company prepares an estimate of the annual effective income tax rate and applies that annual effective income tax rate to ordinary year-to-date pre-tax income for the interim period. Specific tax items discrete to a particular quarter are recorded in income tax expense for that quarter. The estimated annual effective tax rate used in providing for income taxes on a year-to-date basis may change in subsequent periods.
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Deferred tax assets are reduced by a valuation allowance if, based on the consideration of all available evidence, it is more likely than not that some portion of the deferred tax asset will not be realized. Significant weight is given to evidence that can be verified objectively, and significant management judgment is required in determining any valuation allowance recorded against net deferred tax assets. The Company evaluates deferred income taxes on a quarterly basis to determine if a valuation allowance is required by considering available evidence. Deferred tax assets are recognized when expected future taxable income is sufficient to allow the related tax benefits to reduce taxes that would otherwise be payable. The sources of taxable income that may be available to realize the benefit of deferred tax assets are future reversals of existing taxable temporary differences, future taxable income exclusive of reversing temporary differences and credit carryforwards, taxable income in carry-back years, and tax planning strategies which are both prudent and feasible. For the year ended September 30, 2021, the valuation allowance was released against all federal and state deferred tax assets with the exception of certain state net operating losses due to positive evidence that the assets are more likely than not to be realized in future years. 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.
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.
In March 2020, in response to the COVID-19 pandemic, the CARES Act was signed into law to provide emergency assistance to affected individuals, families, and businesses. The CARES Act provides numerous tax provisions and other stimulus measures, including temporary changes regarding the prior and future utilization of NOLs. The CARES Act amends the NOL provisions of the Tax Act, allowing for the carryback of losses arising in tax years beginning before December 31, 2017, to each of the two taxable years preceding the taxable year of loss. Approximately $ 1,500,000 of pre-tax NOL was carried back two years to fully offset taxable income. This carryback frees up previously utilized R&D credits, resulting in an estimated increase in R&D credit carryforward of $ 196,000 . The carryback created approximately $ 16,000 of AMT tax, which was refunded. The cash impact of this carryback was $ 309,412 . A receivable was setup for this amount as of March 31, 2020 and the cash has since been received.
In December 2020, the CAA was enacted as a supplement to the CARES Act legislation providing additional financial relief to taxpayers adversely impacted by restrictions put into place in response to the COVID-19 pandemic. In addition, the CCA provides funding for public health initiatives in response to the pandemic. This legislation did not have a material impact on the Company’s tax position.
On March 11, 2021, the ARPA, which includes certain business tax provisions, was signed into law. This legislation did not have a material impact on the Company’s tax position.
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Engineering Development
Total engineering development expense comprises both internally funded R&D and product development and design charges related to specific customer contracts. Engineering development expense consists primarily of payroll-related expenses of employees engaged in EDC projects, engineering related product materials and equipment, and subcontracting costs. R&D charges incurred for product design, product enhancements, and future product development are expensed as incurred. Product development and design charges related to specific customer contracts are charged to cost of sales-EDC based on the method of contract accounting (either percentage-of-completion or completed contract) applicable to such contracts.
Comprehensive Income
Pursuant to FASB ASC Topic 220, “ Comprehensive Income ”, the Company is required to classify items of other comprehensive income by their nature in a financial statement and display the accumulated balance of other comprehensive income separately from retained earnings and additional paid-in capital in the equity section of its condensed consolidated balance sheets. For fiscal years 2022, 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.
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.
The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2022 and 2021, according to the valuation techniques the Company used to determine their fair values.
Fair Value Measurement on September 30, 2022
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
$
16,083,571
$
—
$
—
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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
$
—
$
—
Share-Based Compensation
The Company accounts for share-based compensation under ASC Topic 718, which requires the Company to measure the cost of employee or non-employee director services received in exchange for an award of equity instruments based on the grant-date fair value of the award using an option pricing model. The Company recognizes such cost over the period during which an employee or non-employee director is required to provide service in exchange for the award.
Accordingly, adoption of ASC Topic 718’s fair value method results in recording compensation costs under the Company’s stock based compensation plans. The Company determined the fair value of its stock option awards at the date of grant using the Black-Scholes option pricing model. Option pricing models and generally accepted valuation techniques require management to make assumptions and to apply judgment to determine the fair value of its awards. These assumptions and judgments include estimating future volatility of the Company’s stock price, expected dividend yield, future employee turnover rates, and future employee stock option exercise behaviors. Changes in these assumptions can materially affect fair value estimates. The Company does not believe that a reasonable likelihood exists that there will be a material change in future estimates or assumptions used to determine share-based compensation expense. However, if actual results are not consistent with the Company’s estimates or assumptions, the Company would adjust its estimates. Such adjustments could have a material impact on the Company’s financial position.
Warranty Reserves
The Company offers warranties on some products of various lengths, however the standard warranty period is twenty-four months . At the time of shipment, the Company establishes a reserve for estimated costs of warranties based on its best estimate of the amounts necessary to settle future and existing claims using historical data on products sold as of the balance sheet date. The length of the warranty period, the product’s failure rates, and the customer’s usage affect warranty cost. If actual warranty costs differ from the Company’s estimated amounts, future results of operations could be affected adversely. Warranty cost is recorded as cost of sales, and the reserve balance recorded as an accrued expense. While the Company maintains product quality programs and processes, its warranty obligation is affected by product failure rates and the related corrective costs. If actual product failure rates and/or corrective costs differ from the estimates, the Company revises the estimated warranty liability accordingly.
Self-Insurance Reserves
Since January 1, 2014, the Company has self-insured a significant portion of its employee medical insurance. The Company maintains a stop-loss insurance policy that limits its losses both on a per employee basis and an aggregate basis. Liabilities associated with the risks that are retained by the Company are estimated based upon actuarial assumptions such as historical claims experience and demographic factors. The Company estimated the total medical claims incurred but not reported and the Company believes that it has adequate reserves for these claims at September 30, 2022 and 2021. However, the actual value of such claims could be significantly affected if future occurrences and claims differ from these assumptions. At September 30, 2022 and 2021, the estimated liability for medical claims incurred but not reported was $ 51,600 and $ 55,900 , respectively. The Company has recorded the excess of funded premiums over estimated claims incurred but not reported of $ 424,200 as a current asset in the accompanying consolidated balance sheet. During the year ended September 30, 2022, 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’ equity. Treasury stock purchased with intent to retire (whether or not the retirement is actually accomplished) is charged to common stock.
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New 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. The adoption of this standard is not expected to have a material impact on our condensed consolidated financial statements or related disclosures.
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.
4. Net Income Per Share
For the Fiscal Year Ended September 30,
2022
2021
2020
Numerator:
Net income
$
5,523,778
$
5,064,902
$
3,269,783
Denominator:
Basic weighted average shares
17,256,750
17,225,423
16,939,302
Dilutive effect of share-based awards
1,121
1,197
174,889
Diluted weighted average shares
17,257,871
17,226,620
17,114,191
Net income per common share:
Basic
$
0.32
$
0.29
$
0.19
Diluted
$
0.32
$
0.29
$
0.19
Net income per share is calculated pursuant to ASC Topic 260, “ Earnings per Share” (“ASC Topic 260”). Basic earnings per share (“EPS”) excludes potentially dilutive securities and is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS is computed assuming the conversion or exercise of all dilutive securities such as employee stock options and restricted stock units (“RSUs”).
The number of incremental shares from the assumed exercise of stock options and RSUs is calculated by using the treasury stock method. As of September 30, 2022, 2021 and 2020, there were 57,584 , 100,000 and 104,500 options to purchase common stock outstanding, respectively. As of September 30, 2022, 2021 and 2020 , there were 7,886 , 0 and 0 shares subject to vesting of restricted stock units outstanding, respectively. The average outstanding diluted shares calculation excludes options with an exercise price that exceeds the average market price of shares during the period. For fiscal year 2022, no options to purchase common stock were excluded from the computation of diluted earnings per share because the effect would be anti-dilutive. For fiscal years 2021 and 2020, 100,000 shares, respectively were excluded from the calculation of earnings per share as their effect would be anti-dilutive.
5. Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consist of the following:
September 30,
September 30,
2022
2021
Prepaid insurance
$
777,311
$
318,138
Other
365,159
514,938
$
1,142,470
$
833,076
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6. Property and Equipment
Property and equipment, net consists of the following balances:
September 30,
September 30,
2022
2021
Computer equipment
$
2,307,139
$
2,309,053
Corporate airplanes
2,406,468
5,601,039
Furniture and office equipment
976,993
970,725
Manufacturing facility
5,889,491
5,889,491
Equipment
5,624,966
5,545,529
Land
1,021,245
1,021,245
18,226,302
21,337,082
Less accumulated depreciation and amortization
( 11,934,113 )
( 13,193,599 )
$
6,292,189
$
8,143,483
Depreciation related to property and equipment was approximately $ 358,837 , $ 373,068 and $ 387,617 in fiscal years 2022, 2021 and 2020, respectively. The Pilatus PC-12 airplane, one of the Company’s two corporate airplanes, was sold during the quarter ended September 30, 2022 and the Company recognized a gain on sale of the aircraft of approximately $ 1,192,000 . The corporate airplanes are utilized primarily in support of product development. Noncash investing activities involving property, plant and equipment comprise the abandonment of fully depreciated assets with an original cost and accumulated amortization of $ 34,656 , $ 416,626 and $ 15,430 in fiscal years 2022, 2021 and 2020, respectively.
7. Other Assets
Other assets consist of the following:
September 30,
September 30,
2022
2021
Intangible assets, net of accumulated amortization of $ 636,158 at September 30, 2022 and $ 634,032 at September 30, 2021
$
60,348
$
62,474
Operating lease right-of-use assets
28,680
42,976
Other non-current assets
75,300
82,834
$
164,328
$
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 fiscal 2022, 2021 or 2020.
Total intangible amortization expense was $ 2,126 , $ 50,377 and $ 32,618 in fiscal years 2022, 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 September 30, 2022 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 include $ 0 and $ 7,535 of prepaid software licenses, that will be earned upon the shipment of a certain product to a customer, as of September 30, 2022, and September 30, 2021, respectively.
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8. Accrued Expenses
Accrued expenses consist of the following:
September 30,
September 30,
2022
2021
Warranty
$
607,001
$
589,260
Salary, benefits and payroll taxes
1,030,628
385,287
Professional fees
364,794
163,130
Operating lease
13,615
14,296
Other
956,237
279,142
$
2,972,275
$
1,431,115
9. Warranty
The Company provides for the estimated cost of product warranties at the time revenue is recognized. Warranty cost is recorded as cost of sales and the reserve balance is recorded as an accrued expense in the financial statements. While the Company engages in extensive product quality programs and processes, the Company’s warranty obligation is affected by product failure rates and by the related material, labor, and delivery costs incurred in correcting a product failure. If actual product failure rates, material, or labor costs differ from the Company’s estimates, further revisions to the estimated warranty liability would be recorded.
Warranty cost and accrual information for fiscal years ended September 30, 2022 and 2021:
2022
2021
Warranty accrual as of October 1,
$
589,260
$
547,743
Expense accrual for fiscal year
152,419
176,028
Warranty cost incurred for fiscal year
( 134,678 )
( 134,511 )
Warranty accrual as of September 30,
$
607,001
$
589,260
10. Income Taxes
In March 2020, the CARES Act was signed into law providing numerous tax provisions and other stimulus measures, including temporary changes regarding the prior and future utilization of NOLs. The CARES Act amends the NOL provisions of the Tax Act, allowing for the carryback of losses arising in tax years beginning before December 31, 2017, to each of the two taxable years preceding the taxable year of loss. Approximately $ 1,500,000 of pre-tax NOL was carried back two years to fully offset taxable income. This carryback frees up previously utilized R&D credits, resulting in an estimated increase in R&D credit carryforward of $ 196,000 . The carryback created approximately $ 16,000 of AMT tax, which was refunded. The cash impact of this carryback was $ 309,412 . A receivable was setup for this amount as of March 31, 2020 and the cash has since been received.
In December 2020, the CAA was enacted as a supplement to the CARES Act legislation providing additional financial relief to taxpayers adversely impacted by restrictions put into place in response to the COVID-19 pandemic. In addition, the CCA provides funding for public health initiatives in response to the pandemic. This legislation did not have a material impact on the Company’s tax position.
On March 11, 2021, the ARPA, which includes certain business tax provisions, was signed into law. This legislation did not have a
material impact on the Company’s tax position.
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The components of income taxes are as follows:
For the Fiscal Year Ended September 30,
2022
2021
2020
Current provision (benefit):
Federal
$
522,473
$
95,818
$
( 309,401 )
State
277,991
9,911
481
Total current provision (benefit)
800,464
105,729
( 308,920 )
Deferred provision (benefit)
Federal
998,585
( 754,995 )
—
State
18,782
( 438,517 )
38
Total deferred provision (benefit)
1,017,367
( 1,193,511 )
38
Total current and deferred provision (benefit)
$
1,817,831
$
( 1,087,783 )
$
( 308,882 )
Following is a reconciliation of the statutory federal rate to the Company’s effective income tax rate:
For the Fiscal Year Ended September 30,
2022
2021
2020
U.S. Federal statutory tax rate
21.00
%
21.00
%
21.00
%
Rate change due to tax reform
0.0
%
0.0
%
0.0
%
State income taxes, net of federal benefit
11.8
%
0.6
%
( 2.2 )
%
Permanent items
0.1
%
0.2
%
( 6.3 )
%
Research and development tax credits
( 0.1 )
%
( 0.6 )
%
( 10.6 )
%
Valuation allowance
( 6.4 )
%
( 47.9 )
%
( 15.2 )
%
Change in unrecognized tax benefits
( 1.5 )
%
( 0.7 )
%
2.2
%
123R cancellations and forfeitures
0.3
%
0.0
%
0.0
%
Tax Law Changes: CARES Act
0.0
%
0.0
%
0.3
%
Other
( 0.5 )
%
0.0
%
0.3
%
Effective income tax rate
24.7
%
( 27.4 )
%
( 10.4 )
%
The deferred tax effect of temporary differences giving rise to the Company’s deferred tax assets and liabilities consists of the components below:
As of September 30,
2022
2021
2020
Non Current
Non Current
Non Current
Deferred tax assets:
Reserves and accruals
$
651,321
$
654,624
$
698,233
Research and development credit
—
1,327,162
1,589,247
NOL carryforwards -fed/state
984,004
1,612,043
2,192,018
Depreciation
—
—
( 807,522 )
Stock options
45,069
41,652
5,296
Other
—
—
—
1,680,394
3,635,481
3,677,272
Less: Valuation allowance
( 981,816 )
( 1,449,204 )
( 3,471,164 )
Total deferred tax assets
698,578
2,186,277
206,108
Deferred tax liabilities:
Depreciation
( 652,091 )
( 1,122,455 )
( 335,797 )
Total deferred tax liabilities
( 652,091 )
( 1,122,455 )
( 335,797 )
Net deferred tax asset (liability)
$
46,487
$
1,063,822
$
( 129,689 )
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At September 30, 2022 and 2021, the Company had state NOL carryforwards of approximately $ 19.7 and $ 22.2 million, respectively, which begin to expire in varying amounts after the fiscal year ending September 30, 2026. The Company has federal R&D Tax Credit carryforwards of approximately $ 0 and $ 1.3 million in fiscal 2022 and 2021, respectively.
Deferred tax assets are reduced by valuation allowances if, based on the consideration of all available evidence, it is more likely than not that some portion of the deferred tax asset will not be realized. Significant weight is given to evidence that can be verified objectively, and significant management judgment is required in determining any valuation allowance recorded against net deferred tax assets. The Company evaluates deferred income taxes on a quarterly basis to determine if valuation allowances are required by considering available evidence, including historical and projected taxable income and tax planning strategies which are both prudent and feasible. ASC Topic 740 requires the consideration of a valuation allowance to reflect the likelihood of realization of deferred tax assets. Significant management judgment is required in determining any valuation allowance recorded against net deferred tax assets.
For the year ended September 30, 2021, the valuation allowance was released against all federal and state deferred tax assets with the exception of certain state net operating losses due to positive evidence that the assets are more likely than not to be realized in future years. 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.
Following is a reconciliation of beginning and ending balances of total amounts of gross unrecognized tax benefits:
For the Fiscal Year Ended September 30,
2022
2021
2020
Balance at beginning of year
$
590,000
$
615,000
$
546,000
Unrecognized tax benefits related to prior years
—
—
39,000
Unrecognized tax benefits related to current year
—
7,000
37,000
Decrease in unrecognized tax benefits due to the lapse of applicable statute of limitations
( 138,000 )
( 32,000 )
( 7,000 )
Balance at end of year
$
452,000
$
590,000
$
615,000
The total liabilities associated with the unrecognized tax benefits that, if recognized, would impact the Company’s effective tax rate were $ 452,000 , $ 590,000 and $ 615,000 at September 30, 2022, 2021 and 2020, respectively. It is not anticipated that the balance of unrecognized tax benefits at September 30, 2022 will change significantly over the next twelve months. The balance of unrecognized tax benefits as reflected in the table above at September 30, 2022 are recorded on the balance sheet as a reduction to deferred tax assets.
The Company’s policy is to recognize interest accrued and, if applicable, penalties related to unrecognized tax benefits in income tax expense for all periods presented. At September 30, 2022, the Company currently has no unrecognized tax benefits against which interest has been accrued, and there is no accrual recorded for penalties.
For the fiscal years ended September 30, 2022, 2021 and 2020, the Company did not recognize any expense for interest (net of federal impact) within income tax expense.
The Company is subject to income taxes in the U.S. federal and various state jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of related tax laws and regulations and require significant judgment to apply. The Company’s federal income tax returns for the fiscal years ended September 30, 2018 and thereafter are open years subject to examination by the Internal Revenue Service. The Company files income tax returns in various state jurisdictions, as appropriate, with varying statutes of limitation. There are no state income tax examinations in process at this time.
11. Savings Plan
The Company sponsors a voluntary defined contribution savings plan covering all employees. The Company made contributions of approximately $ 126,000 , $ 123,000 and $ 112,000 for the fiscal years ended September 30, 2022, 2021 and 2020, respectively.
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12. Share-Based Compensation
The Company accounts for share-based compensation under the provisions of ASC Topic 718 by using the fair value method for expensing stock options and stock awards.
Total share-based compensation expense was approximately $ 345,000 , $ 341,000 , and $ 177,000 for the fiscal years ended September 30, 2022, 2021 and 2020, respectively. The income tax impact recognized as a credit to additional paid in capital in the statement of shareholders’ equity related to share-based compensation arrangements was $ 166,617 , $ 181,350 and $ 17,337 for the fiscal years ended September 30, 2022, 2021 and 2020, respectively. Compensation expense related to share-based awards is recorded as a component of selling, general and administrative expenses.
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. As of September 30, 2022, there were 653,836 shares of common stock available for awards under the 2019 Plan.
If any award is forfeited, terminates or otherwise is settled for any reason without an actual distribution of shares to the participant, the related shares of common stock subject to such award will again be available for future grant. Any shares tendered by a participant in payment of the exercise price of an option or the tax liability with respect to an award (including, in any case, shares withheld from any such award) will not be available for future grant under the 2019 Plan. If there is any change in the Company’s corporate capitalization, the Compensation Committee must proportionately and equitably adjust the number and kind of shares of common stock which may be issued in connection with future awards, the number and kind of shares of common stock covered by awards then outstanding under the 2019 Plan, the aggregate number and kind of shares of common stock available under the 2019 Plan, any applicable individual limits on the number of shares of common stock available for awards under the 2019 Plan, the exercise or grant price of any award, or if deemed appropriate, make provision for a cash payment with respect to any outstanding award. In addition, the Compensation Committee may make adjustments in the terms and conditions of any awards, including any performance goals, in recognition of unusual or nonrecurring events affecting the Company or any subsidiary, or in response to changes in applicable laws, regulations, or accounting principles.
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Following is a summary of option activity under the 2019 Plan for the fiscal year ended September 30, 2022, and changes during the periods then ended:
Weighted
Average
Aggregate
Exercise
Intrinsic
Options
Price
Value
Outstanding at September 30, 2020
100,000
$
7.10
$
—
Granted
—
—
—
Exercised
—
—
—
Cancelled
—
—
—
Outstanding at September 30, 2021
100,000
$
7.10
$
—
Granted
—
—
—
Exercised
( 42,416 )
8.26
64,896
Cancelled
—
—
—
Outstanding at September 30, 2022
57,584
$
7.10
$
88,104
Vested and expected to vest
57,584
$
7.10
$
88,104
Options exercisable at September 30, 2022
57,584
$
7.10
$
88,104
The following table summarizes information about stock options under the 2019 Plan at September 30, 2022:
Options Outstanding
Options Exercisable
Outstanding
Weighted-
As of
Average
Weighted-
As of
Weighted-
Range of Exercise
September 30,
Remaining
Average
September 30,
Average
Prices
2022
Contractual Life
Exercise Price
2022
Exercise Price
$ 0.00 - $ 9.00
57,584
7.9
$
7.10
57,584
$
7.10
Fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. Options are exercisable over a maximum term of ten years from date of grant and vest typically over periods of three to five years from the grant date. The expected term of options represents the period of time that options granted are expected to be outstanding and is based on historical experience and the expected turnover rate of the employees receiving the options. Expected volatility is based on historical volatility of the Company’s stock. The risk free interest rate is based on U.S. Treasuries with maturities consistent with the expected life of the options in effect at the time of grant. Compensation expense for employee stock options includes an estimate for forfeitures and is recognized ratably over the vesting term.
Below are the fair value assumptions used to record compensation expense, related to the 2019 Plan, for the following periods identified:
Fiscal Year Ended September 30,
2022 (1)
2021 (1)
2020
Expected dividend rate
—
—
—
Expected volatility
—
%
—
%
58.4
%
Weighted average risk-free interest rate
—
%
—
%
0.3
%
Expected lives (years)
—
—
5.5
(1) The Company did not grant any options in fiscal 2022 and 2021.
The Company granted 100,000 options in fiscal year 2020.
Total compensation expense associated with stock option awards to employees under the 2019 Plan was approximately $ 164,000 , $ 181,000 and $ 17,000 for fiscal years ended September 30, 2022, 2021 and 2020, respectively.
At September 30, 2022, unrecognized compensation expense of $ 0 , net of forfeitures, related to non-vested stock options under the 2019 Plan, will be recognized.
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Restricted Stock Units
During fiscal 2021, the Company’s Board of Directors (the “Board”) approved grants of RSUs to the non-employee directors on the Board as compensation for their services during calendar year 2021. Under the terms of the awards, at the conclusion of the vesting period on January 3, 2022, the grants of RSUs were settled in shares of the Company’s common stock at a rate of one share of stock for each unit, provided that if a director resigns from the Board prior to January 1, 2022, such director shall only receive a pro rata portion of such award for time served. As of September 30, 2021, there were 25,396 unvested restricted stock units outstanding under the 2019 Plan, all of which were issued during the fiscal year ended September 30, 2022. As of September 30, 2022, there were 32,897 unvested restricted stock units outstanding under the 2019 Plan.
Non-vested
Weighted Average
Stock Awards
Share Price
Balance at September 30, 2020
27,488
$
5.82
Granted
25,396
6.30
Issued
( 27,488 )
5.82
Cancelled
—
—
Balance at September 30, 2021
25,396
$
6.30
Granted
38,986
6.52
Issued
( 27,425 )
6.32
Cancelled
( 4,059 )
6.57
Balance at September 30, 2022
32,897
$
6.51
Total share-based compensation expense associated with the annual grant of stock awards to non-employee directors under the 2019 Plan was approximately $ 178,000 , $ 160,000 and $ 160,000 for the fiscal years ended September 30, 2022, 2021 and 2020, respectively.
Total share-based compensation expense associated with the annual grant of stock awards to employees under the 2019 Plan was approximately $ 3,000 , $ 0 and $ 0 for the fiscal years ended September 30, 2022, 2021 and 2020, respectively.
At September 30, 2022, unrecognized compensation expense of $ 97,954 , net of forfeitures, related to non-vested stock awards under the 2019 Plan, will be recognized.
13. Commitments and Contingencies
Purchase Obligations
A “purchase obligation” is defined as an agreement to purchase goods or services that is enforceable and legally binding on the Company and that specifies all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum or variable price provisions, and the approximate timing of the transaction. These amounts primarily comprise of open purchase order commitments entered in the ordinary course of business with vendors and subcontractors pertaining to fulfillment of the Company’s current order backlog. The purchase obligations on open purchase orders were $ 2.6 million, $ 2.1 million and $ 0.9 million as of September 30, 2022, 2021 and 2020, respectively.
Product Liability
The Company has product liability insurance of $ 50,000,000 . The Company has not experienced any material product liability claims.
Legal Proceedings
In the ordinary course of business, the Company is at times subject to various legal proceedings and claims. The Company does not believe any such matters that are currently pending will, individually or in the aggregate, have a material effect on the results of operations or financial position.
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14. Related Party Transactions
In recent years, the Company has had sales to AML Global Eclipse, LLC, (“Eclipse”), whose principal shareholder is also a principal shareholder in the Company. Eclipse is a new related party for fiscal year 2022 due to their president acquiring more than 10 % in shares on the company. Prior balances are disclosed below for comparability.
Sales to Eclipse amounted to $ 0.6 million, $ 1.6 million and $ 0.1 million for the years ended September 30, 2022, 2021 and 2020, respectively. As of September 30, 2022 and 2021, a contract liability to Eclipse was $ 0.1 million and $ 0.4 million, respectively.
15. Business Segments
The Company operates in one business segment which designs, manufactures and sells flat panel displays, flight information computers, and advanced monitoring systems to the DoD, the Department of Interior, other government agencies, commercial air transport carriers and corporate/general aviation markets. The Company currently derives virtually all of its revenues from the sale of this equipment and related EDC.
Geographic Data
Most of the Company’s sales, operating results and identifiable assets are generated in the United States. In fiscal years 2022, 2021 and 2020, net sales outside the United States amounted to $ 11.1 million, $ 8.4 million and $ 9.4 million, respectively.
Product Data
The Company’s current product line includes FPDS, flight management systems, and air data systems and components. During fiscal years 2022, 2021 and 2020, the Company derived 98 %, 88 % and 80 %, respectively, of its total product revenue from sales of FPDS. The remaining revenue for each of the fiscal years was from sales of air data systems and components.
16. Lease Recognition
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. We 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.
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.
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Rent expense and cash paid for various operating leases in aggregate are approximately $ 115,000 for the period ended September 30, 2022. The weighted average remaining lease term is 2.2 years, and the weighted average discount rate is 5.0 % as of September 30, 2022. Related assets and liabilities resulting from lease obligations are deemed to be immaterial.
Future minimum lease payments under operating leases are as follows at September 30, 2022:
Twelve Months
Ending
Operating
September 30,
Leases
2023
$
14,676
2024
14,676
2025
2,446
Total minimum lease payments
$
31,798
Amount representing interest
( 3,118 )
Present value of minimum lease payments
28,680
Current portion
( 13,615 )
Long-term portion of lease obligations
$
15,065
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Item 9. Changes in and disagreements with accountants on accounting and financial disclosure.
None.