Item 1. Financial Statements
Item 1 - Financial Statements
INNOVATIVE SOLUTIONS AND SUPPORT, INC.
CONSOLIDATED BALANCE SHEETS
December 31,
September 30,
2022
2022
(Unaudited)
ASSETS
Current assets
Cash and cash equivalents
$
19,443,231
$
17,250,546
Accounts receivables
3,316,519
4,297,457
Contract assets
162,742
162,742
Inventories
5,252,295
5,349,104
Prepaid expenses and other current assets
1,049,206
1,142,470
Total current assets
29,223,993
28,202,319
Property and equipment, net
6,239,496
6,292,189
Deferred income taxes
331,176
46,487
Other assets
160,862
164,328
Total assets
$
35,955,527
$
34,705,323
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable
$
842,262
$
708,845
Accrued expenses
2,508,971
2,972,275
Contract liability
83,221
135,686
Contract liability - related party
8,558
123,497
Total current liabilities
3,443,012
3,940,303
Other liabilities
421,938
15,065
Total liabilities
3,864,950
3,955,368
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, 2022 and September 30, 2022
—
—
Common stock, $ .001 par value: 75,000,000 shares authorized, 19,470,248 and 19,412,664 issued at December 31, 2022 and September 30, 2022
19,470
19,413
Additional paid-in capital
53,100,035
52,458,121
Retained Earnings (accumulated deficit)
339,609
( 359,042 )
Treasury stock, at cost, 2,096,451 shares at December 31, 2022 and September 30, 2022
( 21,368,537 )
( 21,368,537 )
Total shareholders’ equity
32,090,577
30,749,955
Total liabilities and shareholders’ equity
$
35,955,527
$
34,705,323
The accompanying notes are an integral part of these statements.
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INNOVATIVE SOLUTIONS AND SUPPORT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
Three Months Ended December 31,
2022
2021
Net Sales:
Product
$
6,149,357
$
6,695,778
Engineering development contracts
366,899
—
Total net sales
6,516,256
6,695,778
Cost of sales:
Product
2,735,046
2,728,057
Engineering development contracts
57,406
—
Total cost of sales
2,792,452
2,728,057
Gross profit
3,723,804
3,967,721
Operating expenses:
Research and development
670,445
736,525
Selling, general and administrative
2,261,863
1,806,982
Total operating expenses
2,932,308
2,543,507
Operating income
791,496
1,424,214
Interest income
115,892
96
Other income
18,196
16,238
Income before income taxes
925,584
1,440,548
Income tax expense
226,933
307,490
Net income
$
698,651
$
1,133,058
Net income per common share:
Basic
$
0.04
$
0.07
Diluted
$
0.04
$
0.07
Weighted average shares outstanding:
Basic
17,316,766
17,246,372
Diluted
17,326,177
17,246,372
The accompanying notes are an integral part of these statements.
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INNOVATIVE SOLUTIONS AND SUPPORT, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
(unaudited)
Three Months Ended December 31, 2022
(Accumulated
Additional
Deficit)
Common
Paid-In
Retained
Treasury
Stock
Capital
Earnings
Stock
Total
Balance, September 30, 2022
$
19,413
$
52,458,121
$
( 359,042 )
$
( 21,368,537 )
$
30,749,955
Share-based compensation
—
233,125
—
—
233,125
Exercise of stock options
57
408,789
—
—
408,846
Net income
—
—
698,651
—
698,651
Balance, December 31, 2022
$
19,470
$
53,100,035
$
339,609
$
( 21,368,537 )
$
32,090,577
The accompanying notes are an integral part of these statements.
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INNOVATIVE SOLUTIONS AND SUPPORT, INC.
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.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
For the Three Months Ended December 31,
2022
2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
$
698,651
$
1,133,058
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
85,409
92,372
Share-based compensation expense
Stock options
—
45,591
Stock awards
283,195
40,018
Deferred income taxes
( 284,689 )
231,298
(Increase) decrease in:
Accounts receivable
980,938
325,121
Inventories
96,809
( 61,083 )
Prepaid expenses and other assets
93,264
( 48,402 )
Increase (decrease) in:
Accounts payable
133,417
( 123,156 )
Accrued expenses
( 614,657 )
( 111,624 )
Income taxes payable
511,622
76,192
Contract liability
( 167,404 )
( 81,650 )
Net cash provided by operating activities
1,816,555
1,517,735
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment
( 32,716 )
( 77,348 )
Net cash used in investing activities
( 32,716 )
( 77,348 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options
408,846
—
Net cash provided by financing activities
408,846
—
Net increase in cash and cash equivalents
2,192,685
1,440,387
Cash and cash equivalents, beginning of period
17,250,546
8,265,606
Cash and cash equivalents, end of period
$
19,443,231
$
9,705,993
The accompanying notes are an integral part of these statements.
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INNOVATIVE SOLUTIONS AND SUPPORT, INC.
NOTES TO 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 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 consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary to state fairly the results for the interim periods presented. The consolidated balance sheet as of September 30, 2022 is derived from the audited financial statements of the Company. Operating results for the three-month period ended December 31, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2023. These unaudited 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, 2022.
Principles of Consolidation
The Company’s consolidated financial statements include the accounts of its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
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, 2022 and September 30, 2022 consist of cash on deposit and cash invested in money market funds with financial institutions.
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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.
Assets Held for Sale
Assets to be disposed of by sale (“disposal groups”) are reclassified into “assets held for sale” if their carrying amounts are principally expected to be recovered through a sale transaction rather than through continuing use. The reclassification occurs when the disposal group is available for immediate sale and the sale is probable. These criteria are generally met when an agreement to sell exists, or management has committed to a plan to sell the assets within one year. Disposal groups are measured at the lower of carrying amount or fair value less costs to sell and are not depreciated or amortized. When the net realizable value of a disposal group increases during a period, a gain can be recognized to the extent that it does not increase the value of the disposal group beyond its original carrying value when the disposal group was reclassified as held for sale. The fair value of a disposal group, less any costs to sell, is assessed each reporting period it remains classified as held for sale and any remeasurement to the lower of carrying value or fair value less costs to sell is reported as an adjustment to the carrying value of the disposal group.
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 airplane, 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 during the three-month periods ended December 31, 2022 or 2021.
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;
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● 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 December 31, 2022 and September 30, 2022, according to the valuation techniques the Company used to determine their fair values.
Fair Value Measurement on December 31, 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
$
16,194,409
$
—
$
—
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
$
—
$
—
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 in which 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, 2022 and 2021, respectively.
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Contract Balances
Contract assets consist of the right to consideration in exchange for product offerings that we have transferred to a customer under the contract. Contract liabilities primarily relate to consideration received in advance of performance under the contract. The following table reflects the Company’s contract assets and contract liabilities:
Contract
Contract
Assets
Liabilities
September 30, 2022
$
162,742
$
259,183
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
—
( 202,794 )
Increases due to invoicing prior to satisfaction of performance obligations
—
35,390
December 31, 2022
$
162,742
$
91,779
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, 2022 and 2021 respectively are as follows:
For the Three Months Ended December 31,
2022
2021
Customer Service Sales
$
1,061,149
$
1,085,445
Customer Service Cost of Sales
319,102
343,650
Gross Profit
$
742,047
$
741,795
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 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
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both prudent and feasible. For the quarter ended June 30, 2021, the valuation allowance was released for all federal and some state deferred tax assets. This release both increased the deferred tax asset and removed the valuation allowance. 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.
Engineering Development
The Company invests a significant percentage of its sales on engineering development, both Research & Development (“R&D”) and EDC. At December 31, 2022, approximately 21 % of the Company’s employees were engineers engaged in various engineering development projects. Total engineering development expense comprises both internally funded R&D and product development and design charges related to specific customer contracts. Engineering development expense consists primarily of payroll-related expenses of employees engaged in EDC projects, engineering related product materials and equipment, and subcontracting costs. R&D charges incurred for product design, product enhancements, and future product development are expensed as incurred. Product development and design charges related to specific customer contracts are charged to cost of sales-EDC based on the method of contract accounting (either percentage-of-completion or completed contract) applicable to such contracts.
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 consolidated balance sheets. For the three-month periods ended December 31, 2022 and 2021, 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. Our policy is to recognize forfeitures as incurred.
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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 December 31, 2022 and September 30, 2022, respectively. However, the actual value of such claims could be significantly affected if future occurrences and claims differ from these assumptions. At December 31, 2022 and September 30, 2022, the estimated liability for medical claims incurred but not reported was $ 48,146 and $ 51,590 , respectively. The Company has recorded the excess of funded premiums over estimated claims incurred but not reported of $ 505,776 and $ 424,155 as a current asset in the accompanying consolidated balance sheets as of December 31, 2022 and September 30, 2022, respectively.
Concentrations
Major Customers and Products
In the three-month period ended December 31, 2022, three customers, Pilatus Aircraft Ltd (“Pilatus”), Air Transport Services Group, and Textron Aviation, Inc. (“Textron”), accounted for 38 %, 13 % and 11 % of net sales, respectively.
In the three-month period ended December 31, 2021, two customers, Air Transport Services Group, and Pilatus, accounted for 25 %, and 24 % 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, 2022, the Company had two suppliers, respectively that were individually responsible for greater than 10% of the Company’s total inventory related purchases.
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.
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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.
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. The adoption of this standard is not expected to have a material impact on our 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 consolidated financial statements or related disclosures.
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,
2022
2022
Raw materials
$
4,685,109
$
4,451,045
Work-in-process
530,992
795,723
Finished goods
36,194
102,336
$
5,252,295
$
5,349,104
Prepaid expenses and other current assets
Prepaid expenses and other current assets consist of the following:
December 31,
September 30,
2022
2022
Prepaid insurance
$
801,703
$
777,311
Other
247,503
365,159
$
1,049,206
$
1,142,470
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Property and equipment
Property and equipment, net consists of the following:
December 31,
September 30,
2022
2022
Computer equipment
$
2,269,243
$
2,307,139
Corporate airplanes
2,406,468
2,406,468
Furniture and office equipment
976,993
976,993
Manufacturing facility
5,889,491
5,889,491
Equipment
5,607,387
5,624,966
Land
1,021,245
1,021,245
18,170,827
18,226,302
Less: accumulated depreciation and amortization
( 11,931,331 )
( 11,934,113 )
$
6,239,496
$
6,292,189
Depreciation and amortization related to property and equipment was $ 85,409 and $ 92,372 for the three-month periods ended December 31, 2022 and 2021, respectively. The corporate airplane is utilized primarily in support of product development.
Other assets
Other assets consist of the following:
December 31,
September 30,
2022
2022
Intangible assets, net of accumulated amortization of $ 636,158 at December 31, 2022 and September 30, 2022
$
60,348
$
60,348
Operating lease right-of-use asset
25,214
28,680
Other non-current assets
75,300
75,300
$
160,862
$
164,328
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, 2022 and 2021.
Intangible asset amortization expense was $ 0 for the three-month periods ended December 31, 2022 and 2021, 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, 2022 and September 30, 2022 include the security deposit for an airplane hangar and a deposit for medical claims required under the Company’s medical plan.
Accrued expenses
Accrued expenses consist of the following:
December 31,
September 30,
2022
2022
Warranty
$
577,690
$
607,001
Salary, benefits and payroll taxes
381,822
1,030,628
Professional fees
275,077
364,794
Income tax
475,200
—
Operating lease
13,450
13,615
Other
785,732
956,237
$
2,508,971
$
2,972,275
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Warranty cost and accrual information for the three-month period ended December 31, 2022 is highlighted below:
Three Months Ending
December 31, 2022
Warranty accrual, beginning of period
$
607,001
Accrued expense
( 536 )
Warranty cost
( 28,775 )
Warranty accrual, end of period
$
577,690
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.
The 2017 Tax Cuts and Jobs Act amended IRC §174 to require that amounts paid or incurred for specified research or experimental expenditures, including software development expenses, be amortized ratably over 60 months for tax years beginning after 2021. Under the law change, research and experimental expenditures may no longer be deducted. The Company may no longer elect an amortization period 60 months or greater beginning when benefits are first realized. The Company must now amortize these expenses beginning at the mid-point of the tax year in which the expenditures are paid or incurred.
The effective tax rate for the three-month period ended December 31, 2022 was 24.5 % and differs from the statutory tax rate primarily due to permanent items, first quarter discrete adjustments related to stock compensation, and state taxes.
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.
4. Shareholders’ Equity and Share-Based Payments
At December 31, 2022, 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.
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 December 31, 2022, there were 628,825 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
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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.
The compensation expense related to stock options and awards issued to employees under the 2019 Plan was $ 233,125 and $ 45,591 for the three-month periods ended December 31, 2022 and 2021, respectively.
The compensation expense under the 2019 Plan related to stock awards issued to non-employee members of the Board was $ 50,070 and $ 40,018 for the three-month periods ended December 31, 2022 and 2021, respectively.
Total compensation expense associated with the 2019 Plan was $ 283,195 and $ 85,609 for the three-month periods ended December 31, 2022 and 2021, respectively.
At December 31, 2022, unrecognized compensation expense of $ 0 , related to non-vested stock options under the 2019 Plan, will be recognized.
5. Earnings Per Share
Three Months Ended December 31,
2022
2021
Numerator:
Net income
$
698,651
$
1,133,058
Denominator:
Basic weighted average shares
17,316,766
17,246,372
Dilutive effect of share-based awards
9,411
—
Diluted weighted average shares
17,326,177
17,246,372
Earnings per common share:
Basic EPS
$
0.04
$
0.07
Diluted EPS
$
0.04
$
0.07
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, 2022 and 2021, there were 0 and 100,000 options to purchase common stock outstanding, respectively, and 7,886 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 the three-month periods ended December 31, 2022 and 2021, respectively, 0 and 100,000 diluted weighted-average shares outstanding were excluded from the computation of diluted EPS because the effect would be anti-dilutive.
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6. Commitments and 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. 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 that 10 % in shares on the company. Prior balances are disclosed below for comparability.
Sales to Eclipse amounted to $ 0.03 million , $ 0.3 million and $ 0.03 million for the first quarters ended December 31 2022, 2021 and 2020, respectively. As of December 31, 2022 and 2021, a contract liability to Eclipse was $ 0.01 million and $ 0.3 million, respectively.
8. 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.
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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The following table presents the lease-related assets and liabilities reported in the Consolidated Balance Sheet as of December 31, 2022:
Classification on the Consolidated Balance Sheet on December 31, 2022
Assets
Operating leases
Other assets
$
25,214
Liabilities
Operating leases- current
Accrued expenses
$
13,450
Operating leases – noncurrent
Other liabilities
$
11,764
Total lease liabilities
$
25,214
Rent expense and cash paid for various operating leases in aggregate are $ 3,669 for the three-month period ended December 31, 2022. The weighted average remaining lease term is 1.9 years and the weighted average discount rate is 5.0 % as of December 31, 2022.
Future minimum lease payments under operating leases are as follows at December 31, 2022:
Twelve Months
Ending
Operating
December 31,
Leases
2023
$
14,676
2024
13,453
Total minimum lease payments
$
28,129
Amount representing interest
( 2,915 )
Present value of minimum lease payments
25,214
Current portion
( 13,450 )
Long-term portion of lease obligations
$
11,764
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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.