Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data.
The financial statements of the Company listed in the index appearing under Item 8 herein are filed as part of this Annual Report on Form 10-K.
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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
43
Consolidated Balance Sheets
44
Consolidated Statements of Operations
45
Consolidated Statements of Shareholders’ Equity
46
Consolidated Statements of Cash Flows
47
Notes to Consolidated Financial Statements
48-79
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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, 2025 and 2024, the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the three years in the period ended September 30, 2025, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2025, 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 matter
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) relates 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 22, 2025
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INNOVATIVE SOLUTIONS AND SUPPORT, INC.
CONSOLIDATED BALANCE SHEETS
September 30,
September 30,
2025
2024
ASSETS
Current assets
Cash and cash equivalents
$
2,693,595
$
538,977
Accounts receivable
12,956,476
12,612,482
Contract assets
5,320,353
1,680,060
Inventories
25,802,181
12,732,381
Prepaid inventory
2,562,297
5,960,404
Prepaid expenses and other current assets
1,392,398
1,161,394
Total current assets
50,727,300
34,685,698
Goodwill
6,703,104
5,213,104
Intangible assets, net
23,582,615
27,012,292
Property and equipment, net
18,804,536
13,372,298
Deferred income taxes
2,824,132
1,625,144
Other assets
718,466
473,725
Total assets
$
103,360,153
$
82,382,261
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Current portion of long-term debt
$
2,438,802
$
—
Accounts payable
3,578,411
2,315,479
Accrued expenses
8,161,967
4,609,294
Contract liability
2,481,929
340,481
Total current liabilities
16,661,109
7,265,254
Long-term debt
21,700,005
28,027,002
Other liabilities
396,497
451,350
Total liabilities
38,757,611
35,743,606
Commitments and contingencies (See Note 16)
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, 2025 and September 30, 2024
—
—
Common stock, $ .001 par value: 75,000,000 shares authorized, 17,970,453 and 17,842,245 issued at September 30, 2025 and September 30, 2024, respectively
17,631
17,503
Additional paid-in capital
39,751,130
37,415,031
Retained earnings
28,294,753
12,667,093
Treasury stock, at cost, 339,644 shares at September 30, 2025 and at September 30, 2024, respectively
( 3,460,972 )
( 3,460,972 )
Total shareholders’ equity
64,602,542
46,638,655
Total liabilities and shareholders’ equity
$
103,360,153
$
82,382,261
The accompanying notes are an integral part of these consolidated financial statements.
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INNOVATIVE SOLUTIONS AND SUPPORT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Fiscal Year Ended September 30,
2025
2024
2023
Net Sales:
Product
$
54,080,207
$
24,279,918
$
22,589,657
Services
30,216,682
22,918,102
12,218,856
Total net sales
84,296,889
47,198,020
34,808,513
Cost of sales:
Product
27,448,167
10,570,521
9,715,517
Services
16,336,841
10,713,908
3,781,925
Total cost of sales
43,785,008
21,284,429
13,497,442
Gross profit
40,511,881
25,913,591
21,311,071
Operating expenses:
Research and development
3,992,086
4,137,985
3,129,518
Selling, general and administrative
16,447,805
12,114,069
10,822,505
Total operating expenses
20,439,891
16,252,054
13,952,023
Operating income
20,071,990
9,661,537
7,359,048
Interest expense
( 1,725,205 )
( 937,309 )
( 393,281 )
Interest income
18,943
127,332
518,188
Other income
1,585,735
—
151,317
Income before income taxes
19,951,463
8,851,560
7,635,272
Income tax expense
4,323,803
1,853,180
1,607,517
Net income
$
15,627,660
$
6,998,380
$
6,027,755
Net income per common share:
Basic
$
0.89
$
0.40
$
0.35
Diluted
$
0.88
$
0.40
$
0.35
Weighted average shares outstanding:
Basic
17,572,980
17,459,823
17,411,684
Diluted
17,829,033
17,480,247
17,419,185
The accompanying notes are an integral part of these consolidated financial statements.
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INNOVATIVE SOLUTIONS AND SUPPORT, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
The accompanying notes are an integral part of these consolidated financial statements.
Additional
Total
Common
Paid-In
Retained
Treasury
shareholders’
Stock
Capital
Earnings
Stock
equity
Balance, September 30, 2023
$
17,447
$
36,411,796
$
5,668,713
$
( 3,460,972 )
$
38,636,984
Share-based compensation
56
1,003,235
—
—
1,003,291
Net income
—
—
6,998,380
—
6,998,380
Balance, September 30, 2024
$
17,503
$
37,415,031
$
12,667,093
$
( 3,460,972 )
$
46,638,655
Share-based compensation
128
2,336,099
—
—
2,336,227
Net income
—
—
15,627,660
—
15,627,660
Balance, September 30, 2025
$
17,631
$
39,751,130
$
28,294,753
$
( 3,460,972 )
$
64,602,542
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INNOVATIVE SOLUTIONS AND SUPPORT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Fiscal Year Ended September 30,
2025
2024
2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
$
15,627,660
$
6,998,380
$
6,027,755
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
3,733,721
2,097,942
697,943
Share-based compensation
2,336,227
1,003,292
1,450,428
Amortization of loan fees
40,269
—
—
Impairment of long-lived assets
—
—
44,400
Gain on disposal of property and equipment
—
( 160,577 )
—
Deferred income taxes
( 1,253,842 )
( 1,136,809 )
9,503
(Increase) decrease in:
Accounts receivable
( 343,994 )
( 2,868,768 )
( 5,446,257 )
Contract assets
( 3,640,294 )
( 1,192,921 )
( 324,397 )
Inventories
( 9,671,694 )
( 2,338,176 )
( 834,917 )
Prepaid expenses and other current assets
( 479,118 )
811,669
69,458
Other non-current assets
( 4,771 )
( 294,969 )
( 101,356 )
Increase (decrease) in:
Accounts payable
1,262,932
978,203
628,430
Accrued expenses
2,703,836
624,346
203,754
Income taxes payable
850,938
1,077,488
( 257,055 )
Contract liabilities
2,141,448
197,122
( 115,823 )
Net cash provided by operating activities
13,303,318
5,796,222
2,096,174
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment
( 6,512,106 )
( 657,790 )
( 298,373 )
Acquisition of assets
—
( 4,249,460 )
—
Acquisition of a business
—
( 14,200,000 )
( 35,860,000 )
Proceeds from the sale of property and equipment
—
2,225,810
—
Net cash (used in) investing activities
( 6,512,106 )
( 16,881,440 )
( 36,158,373 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Debt proceeds
—
52,352,827
20,000,000
Debt payments
( 28,027,002 )
( 43,825,825 )
( 500,000 )
Initial Term Loan debt proceeds
25,000,000
—
—
Initial Term Loan principal payments
( 625,000 )
—
—
Proceeds from exercise of stock options
—
—
408,846
Payments of debt issuance costs
( 984,592 )
—
—
Net cash (used in) provided by financing activities
( 4,636,594 )
8,527,002
19,908,846
Net increase (decrease) in cash and cash equivalents
2,154,618
( 2,558,216 )
( 14,153,353 )
Cash and cash equivalents, beginning of year
538,977
3,097,193
17,250,546
Cash and cash equivalents, end of year
$
2,693,595
$
538,977
$
3,097,193
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for income taxes
$
4,726,707
$
1,913,456
$
1,855,069
Cash paid for interest
1,536,956
847,085
260,889
SUPPLEMENTAL DISCLOSURE OF NONCASH INFORMATION
Transfer from prepaid inventory to inventory
$
3,398,107
4,254,492
—
Transfer from prepaid inventory to purchases of property and equipment
—
3,327,000
—
Transfer from prepaid inventory to goodwill
—
516,580
—
Transfer from prepaid inventory to intangible assets, net
—
800,000
—
Transfer from prepaid expenses and other current assets to PP&E
119,647
—
—
Transfer from other assets to PP&E
318,534
—
—
Transfer from intangible assets to goodwill
1,490,000
—
—
Transfer from prepaid expenses to intangible assets
275,995
—
—
The accompanying notes are an integral part of these consolidated financial statements.
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INNOVATIVE SOLUTIONS AND SUPPORT, INC. DBA INNOVATIVE AEROSYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Background
Innovative Solutions and Support, Inc. dba Innovative Aerosystems, Inc. (the “Company,” “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 avionics products and systems for retrofit applications and original equipment manufacturers (“OEMs”).
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, Department of Defense (“DoD”), governmental and foreign military markets. This approach, combined with the Company’s industry experience, is designed to enable us 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.
On September 27, 2024, the Company entered into and closed the transactions contemplated by that certain Asset Purchase and License Agreement (the “September 2024 Honeywell Agreement”) with Honeywell International Inc. (“Honeywell”). Pursuant to the Agreement, Honeywell sold, assigned or licensed certain assets related to its various generations of military display generators and flight control computers, including a sale of certain inventory, equipment and customer-related documents; an assignment of certain contracts; and a grant of exclusive and non-exclusive licenses to use certain Honeywell intellectual property related to its various generations of military display generators and flight control computers to repair, overhaul, manufacture sell, import, export and distribute certain products to the Company. The September 2024 Honeywell Agreement allows the Company to diversify its product offerings in the aerospace industry. The Company determined that the September 2024 Honeywell Agreement met the definition of a business under ASC 805; therefore, the Company accounted for the transaction as a business combination and applied the acquisition method of accounting. See Footnote 4. Acquisition, for additional information.
On July 22, 2024, the Company completed the acquisition of certain additional assets related to its communication and navigation product lines, including a sale of certain inventory and customer-related documents; an assignment of certain contracts; and a grant of exclusive and non-exclusive licenses to use certain Honeywell intellectual property (the “July 2024 Honeywell Asset Acquisition”) related to its communication and navigation product lines to manufacture, upgrade and repair certain additional products for consideration of $ 4.2 million in cash. The Company accounted for the transaction as an asset acquisition . See Footnote 4. Acquisition, for additional information.
On June 30, 2023, the Company entered into an Asset Purchase and License Agreement with Honeywell International, Inc. (the “June 2023 Honeywell Agreement”) whereby Honeywell sold certain assets and granted perpetual license rights to manufacture and sell licensed products related to its inertial, communication and navigation product lines to the Company. The transaction involved a sale of certain inventory, equipment and customer-related documents; an assignment of certain customer contracts; and a grant of exclusive and non-exclusive licenses to use certain Honeywell intellectual property related to its inertial, communication and navigation product lines to repair, overhaul, manufacture sell, import, export and distribute certain products to the Company. See Note 4, “ Acquisition ” for more details. See Footnote 4. Acquisition, for additional information. The Company determined that the transaction met the definition of a business under ASC 805, therefore the Company accounted for the transaction as a business combination and applied the acquisition method of accounting.
2. Concentrations
Major Customers
In fiscal years ended September 30, 2025, 2024 and 2023, the Company derived 57 %, 42 % and 54 %, respectively, of total sales from five customers, although not all the same customers in each year. Accounts receivable and contract assets related to the Company’s
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top five customers were $ 8.7 million, $ 7.6 million and $ 3.5 million as of fiscal years ended September 30, 2025, 2024 and 2023, 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.
During the fiscal year ended September 30, 2025, the Company had two suppliers that accounted for 51 % of the Company’s total inventory related purchases. During the fiscal year ended September 30, 2024, the Company had four suppliers that accounted for 63.1 % of the Company’s total inventory related purchases. During the fiscal year ended September 30, 2023, the Company had four suppliers that accounted for 49.0 % of the Company’s total inventory related purchases.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash balances and accounts receivable. The Company invests its excess cash where preservation of principal is the major consideration. Cash balances are maintained with two major banks. Balances on deposit with certain money market accounts and operating accounts may exceed the Federal Deposit Insurance Corporation limits. The Company’s customer base consists principally of companies within the aviation industry. The Company requests advance payments and/or letters of credit from customers that it considers to be significant credit risks.
3. Summary of Significant Accounting Policies
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.
Reclassification
Historically, the Company presented Customer service and Engineering and development contracts Net Sales and Cost of sales separately on the Consolidated Statements of Operations. For the fiscal year ended September 30, 2024, the Company has aggregated these items into one category, “Services” and reclassified all Customer service and Engineering and development contracts revenues as well as Cost of sales in order to conform the presentation of the consolidated Statements of Operations for fiscal year ended September 30, 2023.
Customer service sales of $ 11.1 million and Engineering and development contracts Net Sales of $ 1.1 million were aggregated into Services sales, for the fiscal year ended September 30, 2023.
Customer service Cost of sales of $ 3.4 million and Engineering and development contracts Cost of sales of $ 0.4 million were aggregated into Services Cost of sales, for the fiscal year ended September 30, 2023.
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 (“GAAP”), 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, valuation of tangible and intangible assets acquired, evaluation of allowances for credit losses accounts, inventory obsolescence, product warranty cost liabilities, income taxes, engineering development contracts (“EDC”) revenue recognition, the useful lives of long-lived assets for depreciation and amortization, the recoverability of long-lived assets, evaluation of goodwill and indefinite-lived intangible assets impairment 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.
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Business Combinations
The Company evaluates each of its acquisitions in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”), to determine whether the transaction is a business combination or an asset acquisition. In determining whether an acquisition should be accounted for as a business combination or an asset acquisition, the Company first performs a screening test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this is the case, the acquired set is not deemed to be a business and is instead accounted for as an asset acquisition. If this is not the case, the Company then further evaluates whether the acquired set includes, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. If so, the Company concludes that the acquired set is a business.
The Company accounts for business acquisitions using the acquisition method of accounting. Under this method of accounting, assets acquired and liabilities assumed are recorded at their respective fair values at the date of the acquisition. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions. The Company’s estimates of fair value are based upon assumptions believed to be reasonable, but these assumptions are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Any excess of the purchase price over the fair value of the net assets acquired is recognized as goodwill.
During the measurement period, which may be up to one year from the acquisition date, the Company adjusts the provisional amounts of assets acquired and liabilities assumed with the corresponding offset to goodwill to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded within the Company’s consolidated statements of operations.
We allocate the purchase price of acquired entities to the underlying tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values, with any excess recorded as goodwill. The valuations of the acquired assets and liabilities will impact the determination of future operating results. Determining the fair value of assets we acquire and liabilities we assume requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset lives and market multiples, among other items. We determine the fair values of intangible assets acquired generally in consultation with third-party valuation advisors. Fair value adjustments to the assets and liabilities are recognized and the results of operations of the acquired business are included in our consolidated financial statements from the effective date of the acquisition.
Asset Acquisitions
Acquisitions that do not meet the definition of a business are accounted for as asset acquisitions. The Company allocates the cost of the acquisition, including direct and incremental transaction costs, to the individual assets acquired and liabilities assumed on a relative fair value basis. Goodwill is not recognized in an asset acquisition.
Intangible Assets
The Company’s identifiable intangible assets primarily consist of license agreements, customer relationships and backlog. Intangible assets acquired in a business combination are recognized at fair value using generally accepted valuation methods deemed appropriate for the type of intangible asset acquired and are reported separately from any goodwill recognized.
Intangible assets with a finite life are amortized over their estimated useful life and are reported net of accumulated amortization. They are assessed for impairment in accordance with the Company’s policy on assessing long-lived assets for impairment described below.
Indefinite-lived intangible assets are not amortized, but are subject to an annual impairment test, or when events or circumstances dictate, more frequently. The impairment review for indefinite-lived intangible assets can be performed using a qualitative or quantitative impairment assessment. The quantitative assessment consists of a comparison of the fair value of the indefinite-lived intangible asset with its carrying amount. The Company initially does a qualitative assessment for impairment of intangible assets and will utilize quantitative testing based on results from the qualitative assessment, if deemed necessary. If the carrying amount exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. If the fair value exceeds its carrying amount, the indefinite-lived intangible asset is not considered impaired.
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Goodwill
Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The recorded amounts of goodwill from business combinations are based on management’s best estimates of the fair values of assets acquired and liabilities assumed at the date of acquisition. Goodwill is assigned to the reporting units that are expected to benefit from the synergies of the business combination that generated the goodwill. The Company’s goodwill impairment test is performed at the reporting unit level. Reporting units are determined based on an evaluation of the Company’s operating segments and the components making up those operating segments.
Goodwill is tested for impairment annually, or in an interim period, if certain changes in circumstances indicate a possibility that an impairment may exist. Factors to consider that may indicate an impairment may exist are: the macroeconomic conditions, industry and market considerations such as a significant adverse change in the business climate, cost factors, overall financial performance such as current-period operating results or cash flow declines combined with a history of operating results or cash flow declines or a projection/forecast that demonstrates continuing declines in the cash flow or the inability to improve the operations to forecasted levels, and any entity-specific events.
If the Company determines that it is more likely than not that the fair value of the reporting unit is below the carrying amount as part of its qualitative assessment, a quantitative assessment of goodwill is required. In the quantitative evaluation, the fair value of the reporting unit is determined and compared to the carrying value. If the fair value is greater than the carrying value, then the goodwill is deemed not to be impaired and no further action is required. If the fair value is less than the carrying value, goodwill is considered impaired and a charge is reported as impairment of goodwill in the consolidated statements of operations.
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, 2025 and 2024 consist of cash on deposit and cash invested in money market funds with financial institutions. Due to the short maturity of these instruments, the carrying values on our consolidated balance sheets approximate fair value.
Accounts Receivable
We record receivables derived from contracts with customers at net realizable value and they generally do not bear interest. An allowance for estimated uncollectible accounts is established if uncollectability is considered probable. This value may include an allowance for estimated uncollectible accounts to reflect any losses anticipated on the accounts receivable balances which is charged to the provision for doubtful accounts. When determining uncollectibility, we consider historical write-offs by customer, level of past due accounts and economic status of the customers. Write-offs are recorded at the time a customer receivable is deemed uncollectible. The Company had no allowance for credit losses as of the fiscal years ended September 30, 2025 and 2024, respectively.
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 consists of the following:
September 30,
September 30,
2025
2024
Raw materials
$
22,445,837
$
9,862,591
Work-in-process
2,295,587
1,357,504
Finished goods
1,060,757
1,512,286
$
25,802,181
$
12,732,381
Assets Held for Sale
Asset 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
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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. The Company had no assets held for sale for the fiscal years ended September, 30, 2025 and 2024.
Property and Equipment
Property, plant and equipment is recorded at cost. Depreciation and amortization is generally provided on the straight-line method over the estimated useful lives of the various assets. 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.
The Company’s property, plant and equipment is generally depreciated over the following estimated useful lives:
● Buildings and improvements are depreciated over estimated lives of ten to thirty nine years .
● Furniture and office equipment is depreciated over estimated lives of five to seven years .
● Computer equipment is depreciated over an estimated life of five years .
● Equipment other is depreciated over estimated lives of one to nineteen years .
Long-Lived Assets
The Company assesses the impairment of long-lived assets in accordance with FASB 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.
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 in 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. In addition, the Company enters fixed-price contracts, in which the Company agrees to perform the specified work for a pre-determined price. The contractual terms of the fixed price contracts are usually long-term, however they often contain a termination for convenience clause that results in us treating these contracts as day-to-day under ASC 606. To the extent our actual costs vary from the estimates upon which the price was negotiated, the Company will generate more or less profit or could incur a loss. 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
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consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer.
2) Identify the performance obligations in the contract
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. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised good or service to a customer. Product sales revenue is recognized point-in-time when the product is sold and shipped to the customer. Services revenues are recognized over-time upon the completion of the identified performance obligations. 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.
Bill-and-hold Arrangements
In certain situations, the Company recognizes revenue under bill-and-hold arrangements with its customers. Revenue for bill-and-hold arrangements is recognized when product control transfers to the customer, even though the customer does not have physical possession of the product. Control transfers when the bill-and-hold arrangement has been determined to have substantive reason, the product is identified as belonging to the customer, the product is ready for physical transfer to the customer and the product cannot be used or directed to another customer.
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
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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. Therefore, no adjustment on any contract was material to our consolidated financial statements for the fiscal years ended September 30, 2025 and 2024.
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, 2023
$
487,139
$
143,359
Amount transferred to receivables from contract assets
( 373,139 )
—
Contract asset additions
1,566,060
—
Performance obligations satisfied during the period that were included in the contract liability balance at the beginning of the period
—
( 122,541 )
Increases due to invoicing prior to satisfaction of performance obligations
—
319,663
September 30, 2024
$
1,680,060
$
340,481
Amount transferred to receivables from contract assets
( 1,285,317 )
—
Contract asset additions
4,925,610
—
Performance obligations satisfied during the period that were included in the contract liability balance at the beginning of the period
—
( 291,380 )
Increases due to invoicing prior to satisfaction of performance obligations
—
2,432,828
September 30, 2025
$
5,320,353
$
2,481,929
* Due to the fact that our fixed price contracts are treated as day-to-day contracts due to the inclusion of termination for convenience clauses, there are no remaining unsatisfied performance obligations at period end to disclose under ASC 606.
The balances for Account receivable were $ 12,956,476 , $ 12,612,482 and $ 9,743,714 for the fiscal periods ended September 30, 2025, 2024 and 2023, respectively.
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.
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
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interim period. Specific tax items discrete to a particular quarter are recorded in income tax expense for that quarter. The estimated annual effective tax rate used in providing for income taxes on a year-to-date basis may change in subsequent periods.
Deferred tax assets are reduced by a valuation allowance if, based on the consideration of all available evidence, it is more likely than not that some portion of the deferred tax asset will not be realized. Significant weight is given to evidence that can be verified objectively, and significant management judgment is required in determining any valuation allowance recorded against net deferred tax assets. The Company evaluates deferred income taxes on a quarterly basis to determine if a valuation allowance is required by considering available evidence. Deferred tax assets are recognized when expected future taxable income is sufficient to allow the related tax benefits to reduce taxes that would otherwise be payable. The sources of taxable income that may be available to realize the benefit of deferred tax assets are future reversals of existing taxable temporary differences, future taxable income exclusive of reversing temporary differences and credit carryforwards, taxable income in carry-back years and tax planning strategies which are both prudent and feasible.
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.
Research and Development
Total research and development expense comprises both internally funded research and development (“R&D”), which is expensed in research and development in the consolidated statements of operations, 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 - Services based on the method of contract accounting (either percentage-of-completion or completed contract) applicable to such contracts.
Fair Value of Financial Instruments
The net carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximate their fair value because of the short-term nature of these instruments. The carrying value of our debt approximates fair value as the interest rate is variable and approximates current market levels. 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;
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● 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, 2025 and 2024, according to the valuation techniques the Company used to determine their fair values.
Fair Value Measurement on September 30, 2025
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
$
484,973
$
—
$
—
Fair Value Measurement on September 30, 2024
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
$
504,104
$
—
$
—
The fiscal years ended September 30, 2025 and 2024 money market funds balance differs from the cash and cash equivalents balance on the consolidated balance sheet due to the timing of sweep transactions within the PNC cash investment accounts. The remainder of cash and cash equivalents not held in money market funds are held in checking deposit accounts and equivalents. The carrying value of Money market funds approximates fair value.
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. Time vested RSU’s are valued as of the closing price of the Company’s stock on date of grant. The Company determines the fair value of its stock option awards at the date of grant using the Black-Scholes option pricing model. The Company determines the fair value of its Market Stock Unit Awards (“MSU’s”) and Market Stock Option Awards (“MSO”) using Monte Carlo Simulation 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.
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Debt Issuance Costs
Debt issuance costs are capitalized as contra-liabilities and amortized as interest expense on a basis that approximates the effective interest method over the term for Initial Term Loan debt. Contra-liabilities are netted against and presented as a direct deduction from the carrying amount of the Initial Term Loan debt.
Revolving Facility and the Delayed Draw Term Loan debt issuance costs are capitalized as assets and amortized using straight-line amortization to interest expense over the terms of the respective debt. The capitalized assets related to the Revolving Facility and the Delayed Draw Term Loan are presented as Current Other Assets and Non-Current Other Assets on the Consolidated Balance Sheet.
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, 2025 and 2024. However, the actual value of such claims could be significantly affected if future occurrences and claims differ from these assumptions. At September 30, 2025 and 2024, the estimated liability for medical claims incurred but not reported was $ 153,000 and $ 98,300 , respectively. The Company has recorded the deficit of funded premiums over estimated claims incurred but not reported of 153,000 as a current liability in the accompanying consolidated balance sheet.
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.
ATM Sales Agreement
On September 22, 2023, the Company entered into an at-the-market equity offering Sales Agreement (the “ATM Sales Agreement”) with Stifel, Nicolaus & Company, Incorporated (the “Sales Agent”), pursuant to which the Company may offer and sell from time to time through the Sales Agent up to $ 40 million of shares of its common stock. The shares will be offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-267595), which was declared effective by the SEC on October 14, 2022. The Company filed a prospectus supplement, dated September 22, 2023, with the SEC in connection with the offer and sale of the shares. Subject to the terms and conditions of the ATM Sales Agreement, the Sales Agent will use commercially reasonable efforts to sell shares of the Company’s common stock from time to time, based upon the Company’s instructions. The Company is not obligated to sell any shares under the ATM Sales Agreement, and the Company or the Sales Agent may at any time suspend solicitation and offers under the ATM Sales Agreement or terminate the ATM Sales Agreement. The Company has provided the Sales Agent with customary indemnification rights, and the Sales Agent will be entitled to compensation for its services of up to 3.0 % of the gross sales price per share of the shares of the Company’s common stock sold through the Sales Agent. Sales of the shares of the Company’s common stock, if any, under the ATM Sales Agreement may be made in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act, including sales made directly on or through Nasdaq or any other existing trading market for the Company’s common stock, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or any other method permitted by law.
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During fiscal years ended September 30, 2025 and 2024, we did no t sell any shares of common stock under the ATM Sales Agreement.
New Accounting Pronouncements
The Company considers the applicability and impact of all Accounting Standards Updates (ASUs) issued by the Financial Accounting Standards Board (FASB). ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on the Company's Consolidated Financial Statements.
In November 2024, the FASB issued ASU No. 2024-03 (“ASU 2024-03”), Disaggregation of Income Statement Expenses. The guidance primarily will require enhanced disclosures about certain types of expenses. The amendments in ASU 2024-03 are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027 and may be applied either on a prospective or retrospective basis. We are evaluating the impact of the standard on our disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Taxes Disclosures, which requires greater disaggregation of income tax disclosures. The new standard requires additional information to be disclosed with respect to the income tax rate reconciliation and income taxes paid disaggregated by jurisdiction. This ASU should be applied prospectively for fiscal years beginning after December 15, 2024, with retrospective application permitted. The Company is currently evaluating the impacts of this guidance on the Company’s Consolidated Financial Statements.
Recently Adopted Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires companies to enhance the disclosures about segment expenses. The new standard requires the disclosure of the Company’s Chief Operating Decision Maker (CODM), expanded incremental line-item disclosures of significant segment expenses used by the CODM for decision-making, and the inclusion of previous annual only segment disclosure requirements on a quarterly basis. For all public business entities, ASU 2023-07 was effective for annual periods beginning after December 31, 2023 and interim periods with fiscal years beginning after December 15, 2024; early adoption is permitted. The Company evaluated and adopted this guidance in the fiscal year ended September 30, 2025. The Adoption of this guidance did not have a material impact on the Company’s Consolidated Financial Statements.
4. Acquisition
September 2024 Honeywell Agreement
On September 27, 2024, the Company entered into the September 2024 Honeywell Agreement with Honeywell, pursuant to which Honeywell sold, assigned or licensed certain assets related to its various generations of military display generators and flight control computers, including a sale of certain inventory, equipment and customer-related documents; an assignment of certain contracts; and a grant of exclusive and non-exclusive licenses to use certain Honeywell intellectual property related to its various generations of military display generators and flight control computers to repair, overhaul, manufacture sell, import, export and distribute certain products to the Company for consideration of $ 14.2 million in cash. The Company determined that the transaction met the definition of a business under ASC 805; therefore, the Company accounted for the transaction as a business combination and applied the acquisition method of accounting. The Company financed the September 2024 Honeywell Agreement with borrowings against the Company’s revolving line of credit. Please see Note 20, “ Loan Agreement ” for more details.
The allocation of the purchase price was based upon certain preliminary valuations and other analyses. During the fiscal year ended September 30, 2025 and within one year of the purchase date, the Company finalized the allocation of the purchase price.
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The allocation of the purchase consideration as of the acquisition date is as follows:
Amounts Recognized as of
Acquisition Date
Measurement
Purchase Price
(as previously reported)
Period Adjustments
Allocation
Total consideration
$
14,060,000
$
—
$
14,060,000
Prepaid inventory (a)
$
3,191,000
$
—
$
3,191,000
Prepaid equipment and other current assets
160,000
—
160,000
Intangible assets (b), (d)
9,570,000
( 1,490,000 )
8,080,000
Goodwill (c),(d)
1,139,000
1,490,000
2,629,000
Net assets acquired
$
14,060,000
$
—
$
14,060,000
(a) Prepaid inventory consists primarily of raw materials acquired by the Company but not in the Company’s physical possession as of the acquisition date. The fair value of raw materials was estimated to equal the replacement cost.
(b) Intangible assets consists of backlog, customer relationships, and license agreements related to the license rights to use certain Honeywell intellectual property and are recorded at estimated fair values. The estimated fair value of these license agreements are based on a variation of the income valuation approach and are determined using the relief from royalty method. The estimated fair value of the backlog and customer relationships are based on a variation of the income valuation approach known as the multi-period excess earnings method. Refer to Note 5, “ Intangible assets ” for further details.
(c) Goodwill represents the excess of the purchase consideration over the preliminary fair value of the net assets acquired. The goodwill recognized is primarily attributable to the expected synergies from the September 2024 Honeywell Agreement. Goodwill resulting from the September 2024 Honeywell Agreement has been assigned to the Company’s one reporting unit and is fully deductible for U.S. income tax purposes.
(d) For the three months ended March 31, 2025, the fair market value of Intangible Assets, mostly related to Acquired Backlog was revised down to reflect lower forecasted margin.
Transition services agreement
Concurrent with the September 2024 Honeywell Agreement, the Company entered into a transition services agreement (the “2024 TSA”) with Honeywell, at no additional cost, to receive certain transitional services and technical support during the transition service period. The Company accounted for the 2024 TSA separate from business combination and has recognized $ 140,000 in prepaid expenses and other current assets within the consolidated balance sheets for the services to be received in the future from Honeywell. The prepaid expense related to the 2024 TSA was determined using the with and without method. For the fiscal year ended September 30, 2025, the Company recognized no additional adjustments to prepaid expenses and other current assets within the consolidated balance sheets for services received from Honeywell. As of September 30, 2025, the TSA has been fully amortized.
Acquisition and related costs
For the fiscal year ended September 30, 2024, the Company incurred acquisition costs of $ 244,543 which were expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of operations.
Unaudited actual and pro forma information
The following unaudited pro forma summary presents consolidated information of the Company, including the product lines, as if the transaction had occurred on October 1, 2023:
Fiscal Year Ended September 30,
2024
Net sales
$
54,883,092
Net income
$
5,488,174
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These pro forma results are for illustrative purposes and are not indicative of the actual results of operations that would have been achieved, nor are they indicative of future results of operations. The unaudited pro forma information for all periods presented was adjusted to give effect to pro forma events that are directly attributable to the transaction and are factually supportable. The adjustments are based on information available to the Company at this time. Accordingly, the adjustments are subject to change, and the impact of such changes may be material. The unaudited pro forma results do not include any incremental cost savings that may result from the integration.
On June 30, 2023, the Company entered into the June 2023 Honeywell Agreement. The June 2023 Honeywell Agreement involves a sale of certain inventory, equipment and customer-related documents; an assignment of certain customer contracts; and a grant of exclusive and non-exclusive licenses to use certain Honeywell intellectual property related to its inertial, communication and navigation product lines to repair, overhaul, manufacture sell, import, export and distribute certain products to the Company. The June 2023 Honeywell Agreement allows the Company to diversify its product offerings in the aerospace industry. The Company determined that the June 2023 Honeywell Agreement met the definition of a business under ASC 805; therefore, the Company accounted for the transaction as a business combination and applied the acquisition method of accounting.
In connection with the June 2023 Honeywell Agreement, the Company entered into a term loan with PNC Bank, National Association for $ 20.0 million to fund a portion of the June 2023 Honeywell Agreement. Refer to Note 20, “ Loan Agreement ” for further details. The purchase consideration transferred at the acquisition date was $ 35.9 million, which was entirely cash.
In the quarter ended June 30, 2024, the Company finalized its accounting of the June 2023 Honeywell Agreement. The following purchase price allocation table presents the Company's estimates of the fair value of assets acquired and liabilities assumed as of the acquisition date, and subsequent measurement period adjustments recorded during the one-year period ended June 30, 2024:
Amounts Recognized as of
Acquisition Date
Measurement
Purchase Price
(as previously reported)
Period Adjustments
Allocation
Cash consideration
$
35,860,000
$
—
$
35,860,000
Total consideration
$
35,860,000
$
—
$
35,860,000
—
Prepaid inventory (a)
$
10,036,160
$
( 3,012,626 )
(d)
$
7,023,534
Equipment
2,609,000
3,675,000
(d)
6,284,000
Construction in progress
1,238,000
—
1,238,000
Intangible assets (b)
20,900,000
( 3,660,000 )
(d)
17,240,000
Goodwill (c)
4,608,041
( 533,575 )
(d)(e)
4,074,466
Assets acquired
39,391,201
( 3,531,201 )
35,860,000
Accrued expenses
( 3,531,201 )
3,531,201
(e)
—
Liabilities assumed
( 3,531,201 )
3,531,201
—
Net assets acquired
$
35,860,000
$
—
$
35,860,000
(a) Prepaid inventory consists of primarily raw materials acquired by the Company but not in the Company’s physical possession as of the acquisition date. The fair value of raw materials was estimated to equal the replacement cost. The fair value of finished goods was determined based on the estimated selling price, net of selling costs and a margin on the selling activities, which resulted in a step-up in the value of the finished goods.
(b) Intangible assets consist of license agreements related to the license rights to use certain Honeywell intellectual property and customer relationships and are recorded at estimated fair values. The estimated fair value of the license agreement is based on a variation of the income valuation approach and is determined using the relief from royalty method. The estimated fair value of the customer relationships is based on a variation of the income valuation approach known as the multi-period excess earnings method. Refer to Note 5, “ Intangible assets ” for further details.
(c) Goodwill represents the excess of the purchase consideration over the preliminary fair value of the net assets acquired. The goodwill recognized is primarily attributable to the expected synergies from the June 2023 Honeywell Agreement. Goodwill resulting from the June 2023 Honeywell Agreement has been assigned to the Company’s one reporting unit and is fully deductible for U.S. income tax purposes.
(d) In the third quarter of fiscal year ended September 30, 2024, and within one year from the acquisition date, the Company identified measurement period adjustments related to fair value estimates. The measurement period
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adjustments were due to the refinement of inputs used to calculate the fair value of the prepaid inventory, equipment, license agreement and customer relationships based on facts and circumstances that existed as of the acquisition date. One of the refinements of inputs used was a change in classification of prepaid inventory to equipment of $ 3.7 million. The adjustments resulted in an overall increase to goodwill of $ 3.0 million. As a result of the measurement period adjustments to the estimated fair values of equipment and customer relationships, during the third quarter of 2024, the Company recognized $ 218,623 in additional depreciation expense in cost of sales and $ 67,500 in additional amortization expense in selling, general and administrative respectively, related to the effects that would have been recognized in previous quarters if the measurement period adjustments were recognized as of the acquisition date. For the remaining measurement period adjustments, the change to the preliminary fair value estimates did not have a material impact to the condensed consolidated statement of operations.
(e) During the fourth quarter of fiscal year ended September 30, 2023, the Company identified measurement period adjustments related to the fair value estimates for accrued expenses. While the Asset Purchase and License Agreement indicated an amount of liabilities related to open supplier purchase orders to be assumed by the Company as of the acquisition date, it was determined that there were no actual liabilities outstanding related to these open supplier purchase orders as of the acquisition date; therefore, the $ 3.5 million assumed liabilities preliminarily recorded were reversed. The adjustments resulted in an overall decrease to goodwill of $ 3.5 million; the adjustments have no impact to the condensed consolidated statement of operations.
Transition services agreement
Concurrent with the June 2023 Honeywell Agreement, the Company entered into a transition services agreement (the “2023 TSA”) with Honeywell, at no additional cost, to receive certain transitional services and technical support during the transition service period. The Company accounted for the 2023 TSA separate from the business combination and has recognized $ 140,000 in prepaid expenses and other current assets within the consolidated balance sheet as of the acquisition date for the services to be received in the future from Honeywell. The prepaid expense related to the 2023 TSA was determined using the with and without method. As of the three months ended June 30, 2025, the 2023 TSA has been fully amortized.
Acquisition and related costs
For the fiscal year ended September 30, 2023, the Company incurred acquisition costs of $ 408,961 , which were expensed as incurred and included in selling, general and administrative expenses in the consolidated statement of operations. The debt issuance costs related to the Term Loan were not material.
Unaudited actual and pro forma information
For the fiscal year ended September 30, 2023, the Company recognized $ 5.8 million of revenues and $ 3.0 million of net income related to the June 2023 Honeywell Agreement in the consolidated statements of operations.
The following unaudited pro forma summary presents consolidated information of the Company, including the product lines, as if the transaction had occurred on October 1, 2021:
Fiscal Year Ended September 30,
2023
Net sales
$
43,757,196
Net income
$
8,542,330
These pro forma results are for illustrative purposes and are not indicative of the actual results of operations that would have been achieved, nor are they indicative of future results of operations. The unaudited pro forma information for all periods presented was adjusted to give effect to pro forma events that are directly attributable to the transaction and are factually supportable. The adjustments are based on information available to the Company at this time. Accordingly, the adjustments are subject to change, and
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the impact of such changes may be material. The unaudited pro forma results do not include any incremental cost savings that may result from the integration.
Other
On July 22, 2024, the Company completed the July 2024 Honeywell Asset Acquisition of certain additional assets related to its communication and navigation product lines, including a sale of certain inventory and customer-related documents; an assignment of certain contracts; and a grant of exclusive and non-exclusive licenses to use certain Honeywell intellectual property related to its communication and navigation product lines to manufacture, upgrade and repair certain additional products for consideration of $ 4.2 million in cash. The Company accounted for the transaction as an asset acquisition and allocated the cost of the acquisition, including direct and incremental transaction costs, to the tangible and intangible assets based on their relative fair value as detailed under ASC 805. Definite lived assets were recorded to the relative fair value of $ 2,601,000 to property and equipment and $ 430,000 to customer relationships and backlog. Since license agreements are indefinite lived assets, they were recorded at fair value in the amount of $ 1,240,000 in accordance with ASC 805.
5. Intangible assets and Goodwill
The Company’s intangible assets other than goodwill are as follows:
As of September 30, 2025
Gross Carrying
Accumulated
Accumulated
Net Carrying
Value
Impairment
Amortization
Value
License agreement (a)
$
9,790,000
$
—
$
—
$
9,790,000
Customer relationships (a)
12,604,327
—
( 2,705,533 )
9,898,794
Backlog (b)
4,850,000
—
( 970,000 )
3,880,000
Licensing and certification rights (c)
696,506
( 44,400 )
( 638,285 )
13,821
Total
$
27,940,833
$
( 44,400 )
$
( 4,313,818 )
$
23,582,615
As of September 30, 2024
Gross Carrying
Accumulated
Accumulated
Net Carrying
Value
Impairment
Amortization
Value
License agreement (a)
$
9,140,000
$
—
$
—
$
9,140,000
Customer relationships (a)
13,008,332
—
( 1,459,861 )
11,548,471
Backlog (b)
6,310,000
—
—
6,310,000
Licensing and certification rights (c)
696,506
( 44,400 )
( 638,285 )
13,821
Total
$
29,154,838
$
( 44,400 )
$
( 2,098,146 )
$
27,012,292
(a) As part of the September 2024 Honeywell Agreement, the July 2024 Honeywell Asset Acquisition, and the June 2023 Honeywell Agreement transactions, the Company acquired intangible assets related to the license agreements for the license rights to use certain Honeywell intellectual property, backlog and customer relationships. The license agreements have an indefinite life and are not subject to amortization; the customer relationships have an estimated weighted average life of ten years . The company determined that the intangible assets were not impaired as of September 30, 2025 and September 30, 2024, respectively. As such, no impairment charges have been recorded for the fiscal years ended September 30, 2025 and 2024.
(b) As part of the September 2024 Honeywell Agreement, the Company acquired intangible assets related to backlog with a useful life of five years .
(c) The licensing, and certification rights are amortized over a defined number of units.
For the fiscal year ended September 30, 2024, license agreement intangible assets included $ 3.5 million related to the July 2024 Honeywell Asset Acquisition and the September 2024 Honeywell Agreement as well as $ 0.1 million related to the June 2023 Honeywell Agreement post-acquisition adjustments.
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Intangible asset amortization expense is amortized as a component of selling, general and administrative expense and was $ 2,215,672 , $ 1,191,361 and $ 270,627 for the fiscal years ended September 30, 2025, 2024 and 2023, respectively.
The timing of future amortization expense is not determinable for the licensing and certification rights because they are amortized over a defined number of units. As of fiscal year ended September 30, 2025, the weighted average amortization period for amortized intangibles is 6.9 years. The expected future amortization expense related to the customer relationships and backlog as of September 30, 2025 is as follows:
Year
Amortization Expense
2026
$
2,211,027
2027
2,211,027
2028
2,211,027
2029
2,211,027
2030
1,241,027
Thereafter
3,693,659
Total
$
13,778,794
The Company’s goodwill activity is as follows:
Goodwill
Balance at September 30, 2023
$
3,557,886.00
Fiscal 2024 Activity:
Business Combination - September 2024 Honeywell Agreement
1,139,000.00
Measurement period adjustments
516,218.00
Balance at September 30, 2024
$
5,213,104.00
Fiscal 2025 Activity:
Measurement period adjustments
1,490,000.00
Balance at September 30, 2025
$
6,703,104.00
6. Net Income Per Share
For the Fiscal Year Ended September 30,
2025
2024
2023
Numerator:
Net income
$
15,627,660
$
6,998,380
$
6,027,755
Denominator:
Basic weighted average shares
17,572,980
17,459,823
17,411,684
Dilutive effect of share-based awards
256,053
20,424
7,501
Diluted weighted average shares
17,829,033
17,480,247
17,419,185
Net income per common share:
Basic
$
0.89
$
0.40
$
0.35
Diluted
$
0.88
$
0.40
$
0.35
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 (“Options”), Market Stock Options (“MSO’s”), Market Stock Units (“MSU’s”) and restricted stock units (“RSUs”).
The number of incremental shares from the assumed exercise, or vesting of stock options, MSO’s and RSUs is calculated by using the treasury stock method. The number of incremental shares from assumed conversions of MSU’s is calculated by using the ‘if-converted method.’ As of September 30, 2025, 2024 and 2023, there were 361,613 , 361,613 and 224,374 options to purchase common stock outstanding, respectively. As of September 30, 2025, 2024 and 2023, there were 105,321 , 0 and 0 shares subject to vesting of MSO’S outstanding, respectively. As of September 30, 2025, 2024 and 2023, there were 201,000 , 0 and 0 units subject to vesting of MSU’S,
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respectively. As of September 30, 2025, 2024 and 2023, there were 337,749 , 242,080 and 101,968 units subject to vesting of RSU’s outstanding, respectively. The average outstanding diluted shares calculation excludes options, RSU’s and MSO’s with an exercise price that exceeds the average market price of shares during the period. For fiscal years ended September 30, 2025, 2024 and 2023, 78,991 , 0 and 0 MSO’s and 212,001 , 362,000 and 203,000 options to purchase common stock were excluded from the computation of diluted earnings per share because the effect would be anti-dilutive.
7. Employee Retention Tax Credit
The Employee Retention Tax Credit (“ERTC”), created in the March 2020 CARES Act and then subsequently amended by the Consolidated Appropriation Act (“CAA”) of 2021, the American Rescue Plan Act (“ARPA”) of 2021 and the Infrastructure Investment and Jobs Act (“IIJA”) of 2021, is a refundable payroll credit for qualifying businesses keeping employees on their payroll during the COVID-19 pandemic. Under CAA, ARPA and IIJA amendments, employers can claim a refundable tax credit against the employer share of social security tax equal to 70% of the qualified wages (including certain health care expenses) paid to employees after December 31, 2020 through September 30, 2021. The Company was deemed an eligible small employer under ERTC and thus applied for benefits under the ERTC for tax quarters ended June 30, 2020, September 30, 2020, and December 31, 2020 and for the tax quarters ended March 31, 2021 and June 30, 2021. Refunds received by the Company and refunds obtained in any future periods are subject to IRS audit under the applicable statutes of limitations.
The One Big Beautiful Bill Act (“OBBBA”) included provisions impacting the ERC including imposing an extended statute of limitations for the IRS to audit ERC filings for the quarter ended September 30, 2021. The OBBBA did not include any provisions extending the statute of limitations for auditing ERC filings for quarters ending March 31, 2020 through June 30, 2021. Following the passing of the OBBBA, the Company determined that the statute of limitations had expired for filings for quarters ending June 30, 2020 through June 30, 2021 and that the Company obtained reasonable assurance over receipt of, and compliance with, the terms of the ERC for refunds received from the IRS for those periods.
Because there is no direct applicable U.S. GAAP guidance that addresses the recognition and measurement of government assistance received by a business entity, U.S. GAAP allows for the adoption of other analogous accounting guidance and subsequently adopted guidance found under International Accounting Standards 20, (“IAS-20”), Accounting for Government Grants and Disclosure of Government Assistance . Under IAS-20, Government grants that become a receivable as compensation for expenses or losses already incurred, or for the purpose of giving immediate financial support to the entity with no tie to future related costs, are recognized in income in the period they become a receivable and there is reasonable assurance that the receipt of the credits are in compliance with the terms of the ERTC.
During the quarter ended September 30, 2025, the Company was awarded $ 1,894,000 under the ERTC program for the aforementioned tax periods. To aid in the application of the ERTC program, The Company retained consulting services from a third-party consulting firm. The incremental ERTC consulting services fees incurred related to the ERTC totaled approximately $ 379,000 . The awards and the fees, totaling a net $ 1,515,000 , are recorded within the “Other income” on the Consolidated Statements of Operations for the fiscal year ended September 30, 2025.
8. Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consist of the following:
September 30,
September 30,
2025
2024
A/P Pre-payments
$
486,763
$
29,154
Prepaid rotables
204,950
600,051
Dues, Services and pre-paid insurance
418,407
46,084
Unamortized debt issuance costs
147,527
—
Other
134,751
486,105
$
1,392,398
$
1,161,394
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9. Property and Equipment
Property and equipment, net consists of the following balances:
September 30,
September 30,
2025
2024
Computer equipment
$
3,169,835
$
2,416,795
Furniture and office equipment
984,205
984,205
Buildings and improvements
11,598,890
6,198,690
Equipment other
15,958,271
15,161,225
Land
1,021,245
1,021,245
32,732,446
25,782,160
Less accumulated depreciation and amortization
( 13,927,910 )
( 12,409,862 )
$
18,804,536
$
13,372,298
Depreciation related to property and equipment was $ 1,518,048 , $ 906,581 and $ 427,317 in fiscal years ended September 30, 2025, 2024 and 2023, respectively.
Non-cash investing activities involving property, plant and equipment comprise the abandonment of fully depreciated assets with an original cost and accumulated amortization of $ 0 , $ 420,544 and $ 94,954 in fiscal years ended September 30, 2025, 2024 and 2023, respectively.
In connection with June 2023 Honeywell Agreement, during the 18- month period following closing, which ended December 31, 2024, the Company received various inventory and PP&E, which was accounted for as of the acquisition date as prepaid inventory. Rotables comprised a significant portion of the PP&E received during that 18-month period. Rotables are parts that are not designed to be discarded after a certain period of use but rather are intended to be restored to a serviceable condition and reused. The Company had historically depreciated rotables inventory on a straightline basis, over 5 years. During the quarter ended March 31, 2025, the Company updated its analysis of the economic lives of various owned rotable assets. As a result of this update, to better reflect the revised estimate of physical lives of rotable assets, the Company changed its useful lives estimate of rotable assets from 5 years to 10 years , effective as of January 1, 2025.
ASC Topic 250, “Accounting Changes and Error Corrections” (“ASC 250”), specifically ASC 250-10-45-17 states that, “changes in accounting estimates should not be accounted for by restating or retrospectively adjusting the amounts reported in prior period financial statements or by reporting pro forma amounts. Instead, a change in accounting estimate should be accounted for in the period of change and prospective periods.”
Adhering to the guidance found in ASC 250, the Company recognized the change in depreciation expense of rotable assets prospectively as of January 1, 2025. The change in accounting estimate decreased depreciation expense $ 1.1 million, or $ 0.06 per diluted share for the fiscal year ended September 30, 2025.
10. Other Assets
Other assets consist of the following:
September 30,
September 30,
2025
2024
Unamortized debt issuance costs and operating lease right-of-use assets
$
560,603
$
2,100
Other non-current assets
157,863
471,625
$
718,466
$
473,725
Other non-current assets as of fiscal years ended September 30, 2025 and 2024 include a deposit for medical claims required under the Company’s medical plan.
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11. Accrued Expenses
Accrued expenses consist of the following:
September 30,
September 30,
2025
2024
Warranty
$
730,498
596,538
Salary, benefits and payroll taxes
1,234,246
704,974
Professional fees
—
133,174
Inventory in transit
1,097,222
235,713
Royalties and ERC related expenses
697,611
7,800
Bonus Accruals
1,972,221
964,181
Income tax payable
2,045,123
1,194,185
Other
385,046
772,729
$
8,161,967
4,609,294
12. 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, 2025 and 2024:
2025
2024
Warranty accrual, beginning of period
$
596,538
$
562,645
Accrued expense (Adjustment)
449,000
149,441
Warranty cost
( 315,040 )
( 115,548 )
Warranty accrual, end of period
$
730,498
$
596,538
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13. Income Taxes
The components of income taxes are as follows:
For the Fiscal Year Ended September 30,
2025
2024
2023
Current provision
Federal
$
4,830,246
$
2,617,951
$
1,541,726
State
747,399
371,701
56,288
Total current provision
5,577,645
2,989,652
1,598,014
Deferred provision (benefit)
Federal
( 770,018 )
( 881,495 )
28,994
State
( 483,824 )
( 254,977 )
( 19,491 )
Total deferred provision (benefit)
( 1,253,842 )
( 1,136,472 )
9,503
Total current and deferred provision
$
4,323,803
$
1,853,180
$
1,607,517
Following is a reconciliation of the statutory federal rate to the Company’s effective income tax rate:
For the Fiscal Year Ended September 30,
2025
2024
2023
U.S. Federal statutory tax rate
21.0
%
21.0
%
21.0
%
State income taxes, net of federal benefit
2.2
%
1.1
%
0.4
%
Permanent items
0.4
%
0.1
%
—
%
Research and development tax credits
—
%
( 1.6 )
%
( 0.8 )
%
Valuation allowance
( 1.5 )
%
( 0.1 )
%
( 0.1 )
%
Change in unrecognized tax benefits
( 0.3 )
%
0.4
%
0.1
%
Stock based compensation awards cancellations and forfeitures
( 0.1 )
%
0.0
%
0.4
%
Other
—
%
0.0
%
0.1
%
Effective income tax rate
21.7
%
20.9
%
21.1
%
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,
2025
2024
Non Current
Non Current
Deferred tax assets:
Reserves and accruals
$
1,772,377
$
1,233,261
NOL carryforwards -fed/state
920,919
971,825
Stock based compensation awards
705,841
375,224
Amortization
1,736,177
1,302,165
5,135,314
3,882,475
Less: Valuation allowance
( 669,883 )
( 969,784 )
Total deferred tax assets
4,465,431
2,912,691
Deferred tax liabilities:
Depreciation
( 1,641,299 )
( 1,287,547 )
Total deferred tax liabilities
( 1,641,299 )
( 1,287,547 )
Net deferred tax asset
$
2,824,132
$
1,625,144
At September 30, 2025 and 2024, the Company had state NOL carryforwards of approximately $ 17.7 million and $ 19.2 million, respectively, which begin to expire in varying amounts after the fiscal year ending September 30, 2026. The Company does not have federal R&D Tax Credit carryforwards in fiscal year 2025 and 2024.
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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. As a result of positive evidence that the Company’s deferred tax assets are more likely than not to be realized in future years, the Company reduced its valuation allowance of deferred tax assets by $ 299,908 , $ 7,963 and $ 4,069 for fiscal years ended September 30, 2025, 2024 and 2023, respectively, reducing the Company’s provision for income taxes in each fiscal year.
Following is a reconciliation of beginning and ending balances of total amounts of gross unrecognized tax benefits:
For the Fiscal Year Ended September 30,
2025
2024
Balance at beginning of year
$
484,000
$
460,000
Unrecognized tax benefits related to prior years
—
8,000
Unrecognized tax benefits related to current year
7,000
28,000
Decrease in unrecognized tax benefits due to the lapse of applicable statute of limitations
( 72,000 )
( 12,000 )
Balance at end of year
$
419,000
$
484,000
It is anticipated that the balance of unrecognized tax benefits at September 30, 2025 will change significantly over the next twelve months as the majority of the positions will have statue lapses in September 30, 2026 and 2027. The balance of unrecognized tax benefits are recorded within the valuation allowance in the table above at fiscal years ended September 30, 2025 and 2024.
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, 2025, 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, 2025, 2024 and 2023, 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, 2021 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.
On July 4, 2025, the United States government enacted into law the OBBBA. The OBBBA includes a broad range of tax reform provisions affecting businesses, including: restores bonus depreciation to 100% for all qualified assets placed in service after January 19, 2025, allows for the option to expense all domestic research and experimental expenditures for tax years beginning after December 31, 2024, allows for the option to recaptures all unamortized domestic research and experimental expenditures from prior years, changes the adjusted taxable income formula for interest expense limitation to include depreciation and amortization expense. These changes predominantly apply to tax years beginning after December 31, 2024. This legislation did not have a material impact on the Company’s consolidated financial statements.
14. Savings Plan
The Company sponsors a voluntary defined contribution savings plan covering all employees. The Company made contributions of approximately $ 490,000 , $ 344,000 and $ 242,000 for the fiscal years ended September 30, 2025, 2024 and 2023, respectively.
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15. Share-Based Compensation
At June 30, 2024, 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.
The Company accounts for share-based compensation under the provisions of ASC Topic 718, “Compensation – Stock Compensation”, by using the fair value method for expensing stock options, performance-based equity awards, market-based equity awards and stock awards.
Total share-based compensation expense was approximately $ 2,336,227 , $ 1,003,292 , and $ 1,450,428 for the fiscal years ended September 30, 2025, 2024 and 2023, respectively. Compensation expense related to share-based awards is recorded as a component of Cost of sales and selling, general and administrative expenses.
Amended and Restated 2019 Stock-Based Incentive Compensation Plan
The Company’s 2019 Stock-Based Incentive Compensation Plan (as amended, 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, performance-based equity awards, and other equity-based awards. Options granted under the 2019 Plan may be either “incentive stock options” as defined in Section 422 of the U.S. Internal Revenue Code of 1986, as amended (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 Company’s 2009 Stock-Based Incentive Compensation Plan as of April 2, 2019, the effective date of the 2019 Plan, all of which may be issued pursuant to awards of incentive stock options. On April 18, 2024, the Company amended the 2019 Plan to include an additional 1,950,000 authorized shares available for issuance. As of September 30, 2025, there were 1,375,682 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. New shares are typically issued upon option exercise, MSO exercise, MSU or RSU vesting.
The 2019 Plan will terminate on April 2, 2029, unless earlier terminated by the Company’s Board of Directors (the “Board”). Termination will not affect awards outstanding at the time of termination. The Board may amend, alter, suspend, discontinue, or terminate the 2019 Plan without shareholder approval, provided that shareholder approval is required for any amendment which (i) would increase the number of shares subject to the 2019 Plan; (ii) would decrease the price at which awards may be granted; or (iii) would require shareholder approval by law, regulation, or the rules of any stock exchange or automated quotation system.
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Following is a summary of option activity under the 2019 Plan for the fiscal year ended September 30, 2025, and changes during the periods then ended:
Weighted
Average
Aggregate
Exercise
Intrinsic
Options
Price
Value
Outstanding at September 30, 2023
224,374
$
8.19
$
—
Granted
161,613
7.70
—
Exercised
—
—
—
Cancelled
( 24,374 )
8.21
—
Outstanding at September 30, 2024
361,613
$
7.97
$
—
Granted
—
—
—
Exercised
—
—
—
Cancelled
—
—
—
Outstanding at September 30, 2025
361,613
$
7.97
$
1,634,724
Options exercisable at September 30, 2025
263,190
$
8.09
$
1,157,539
* No options were granted, exercised or cancelled during fiscal year 2025.
** Table excludes MSOs activity, which is disclosed separately.
The following table summarizes information about stock options under the 2019 Plan at September 30, 2025:
Options Outstanding
Options Exercisable
Outstanding
Weighted-
As of
Average
Weighted-
As of
Weighted-
Range of Exercise
September 30,
Remaining
Average
September 30,
Average
Prices
2025
Contractual Life
Exercise Price
2025
Exercise Price
$ 7.06 - $ 8.19
361,613
7.8
$
7.97
263,190
$
8.09
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 is recognized ratably over the vesting term. Forfeitures are recognized when incurred.
Below are the fair value assumptions used to record stock option compensation expense, related to the 2019 Plan, for the following periods identified:
Fiscal Year Ended September 30,
2025
2024
2023
Expected dividend rate
—
—
—
Expected volatility
—
%
52.5
%
55.1
%
Weighted average risk-free interest rate
—
%
4.3
%
3.7
%
Expected lives (years)
—
6.0
5.3
* No options were granted, exercised or cancelled during the fiscal year ended September 30, 2025
The Company granted 0 , 161,613 and 224,374 options in fiscal years ended September 30, 2025, 2024 and 2023, respectively.
Total compensation expense associated with stock option awards to employees under the 2019 Plan was approximately $ 143,511 , $ 301,000 , and $ 756,000 for fiscal years ended September 30, 2025, 2024 and 2023, respectively.
As of September 30, 2025, unrecognized compensation expense of $ 409,527 , net of forfeitures, related to non-vested stock options under the 2019 Plan, will be recognized.
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Restricted Stock Units
2024 RSU Bonus Grants
On February 19, 2025, the Board authorized grants of 71,754 in Restricted Stock Units (“ 2024 RSU Bonus Grants ”) to key employees under the terms and conditions of the 2019 Plan as part of the Company’s initiatives to align employee compensation with Total Shareholder Return. The Restricted Stock awards vest 50 % on the one-year anniversary from date of grant and 50 % on the two-year anniversary from date of grant, subject to the terms of the 2019 Plan.
During the fiscal year ended September 30, 2025, the Board approved grants of RSUs to the non-employee directors on the Board as compensation for their services from the beginning of calendar year 2025 to vest on the date of the Company’s 2025 Annual Meeting of Shareholders. After the 2025 Annual Meeting of Shareholders, the Board approved grants of RSUs to the non-employee directors on the Board as compensation for their services. Under the terms of the awards, the RSUs will vest on the first anniversary of the grant date. At the time of vesting, the RSUs will be 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 the vesting date, such director shall only receive a pro rata portion of such award for time served.
During the fiscal year ended September 30, 2025, the Board approved grants of RSUs to both the Chief Executive Officer and the Chief Financial Officer that vest 25 % after one year and the remainder vesting quarterly over a three-year period.
During the fiscal year ended September 30, 2024, the Board approved grants of RSUs to the non-employee directors on the Board as compensation for their services from the beginning of calendar year 2024 to vest on the date of the Company’s 2024 Annual Meeting of Shareholders. After the 2024 Annual Meeting of Shareholders, the Board approved grants of RSUs to the non-employee directors on the Board as compensation for their services. Under the terms of the awards, the RSUs will vest on the first anniversary of the grant date. At the time of vesting, the RSUs will be 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 the vesting date, such director shall only receive a pro rata portion of such award for time served.
During the fiscal year ended September 30, 2024, the Board approved grants of RSUs to both the Chief Executive Officer, Chief Financial Officer and the former Chief Financial Officer. Certain RSUs to the Chief Executive Officer vested immediately, and the remainder will vest quarterly over a three-year period. The approved grants of the RSUs to the Chief Financial Officer will vest over a four-year period. The approved grants of the RSUs to the former Chief Financial Officer would have vested over a four-year period. On November 8, 2023, the Chief Financial Officer of Innovative Solutions and Support, Inc., notified the Company of his resignation from all of his positions with the Company, effective immediately, which resulted in the forfeiture of 11,503 RSUs.
As of September 30, 2025, there were 311,094 restricted stock units outstanding under the 2019 Plan. As of September 30, 2024, and September 30, 2023 there were 242,080 and 101,968 respectively, unvested restricted stock units outstanding under the 2019 Plan.
Non-vested
Weighted Average
Stock Awards
Share Price
Balance at September 30, 2023
101,968
$
7.84
Granted
207,226
7.34
Issued
( 55,611 )
7.63
Cancelled
( 11,503 )
7.33
Balance at September 30, 2024
242,080
$
7.49
Granted
201,512
7.77
Issued
( 128,208 )
7.38
Cancelled
( 4,290 )
8.45
Balance at September 30, 2025
311,094
$
7.70
Total share-based compensation expense associated with the annual grant of restricted stock awards under the 2019 Plan was approximately $ 1,340,197 , $ 702,000 and $ 694,000 for the fiscal years ended September 30, 2025, 2024 and 2023, respectively. Compensation expense for restricted stock units is recognized ratably over the vesting term. Forfeitures are recognized when incurred
As of September 30, 2025, unrecognized compensation expense of $ 1,524,952 , net of forfeitures, related to non-vested stock awards under the 2019 Plan, will be recognized.
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Market-Based Restricted Stock Units
During the quarter ended December 31, 2024, to better align executive compensation with the Company’s Total Shareholder Return, the Board approved a special one-time grant of 201,000 market-based restricted stock units (“MSUs”) to the Company’s Chief Executive Officer under the terms and conditions of the 2019 Plan. The MSU is a restricted stock unit containing vesting terms conditional upon the attainment of both 1) continued service to vesting and 2) stock price appreciation targets indexed against the Company’s actual stock price performance over a specified measurement period. Under the terms of the 2019 Plan, no MSUs are eligible for vesting prior to the first anniversary of the date of grant of the award, with the exception of accelerated vesting permitted under certain conditions subject to the plan provisions. Subject to the terms of the 2019 Plan, under the terms of the grant, the MSU will vest as follows:
1) an initial one -third (1/3rd) of the MSUs shall vest on the first trading date after the shares of the Company’s common stock have traded at a price equal to or greater than ten dollars ($ 10.00 ) per share for twenty ( 20 ) consecutive trading days or as provided in the provisions of the second succeeding paragraph below;
2) an additional one -third (1/3rd) of the MSUs shall vest on the first trading date after shares of the Company’s common stock have traded at a price equal to or greater than twelve dollars ($ 12.00 ) per share for twenty ( 20 ) consecutive trading days; and
3) the remaining MSUs shall vest on the first trading date after the shares of the Company’s common stock have traded at a price equal to or greater than fourteen dollars ($ 14.00 ) per share for twenty ( 20 ) consecutive trading days.
Additionally, if the tranche of MSUs subject to vesting pursuant to (1) above does not vest on or before November 20, 2027, then, with respect to such MSUs, the target trading price for the Company’s common stock will be increased to twelve dollars ($ 12.00 ) per share, such that the MSUs subject to (1) above will vest on the first trading date after shares of the Company’s common stock have traded at a price equal to or greater than twelve dollars ($ 12.00 ) per share for twenty ( 20 ) consecutive trading days.
Any MSUs that have not vested on or before the fourth anniversary of the grant date are immediately forfeited. Compensation expense for MSUs is recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in-substance, multiple awards using the graded vesting attribution method. Forfeitures are recognized when incurred
With respect to each MSU that becomes vested in accordance with the terms of the award agreement, the Grantee will be entitled to receive one share of common stock upon the settlement of the MSUs.
The Company estimated both the grant-date fair value of the MSUs and the derived vesting periods using a Monte Carlo simulation with the following input assumptions:
Number of MSUs Granted
201,000
Grant Date
11/20/24
Grant Date Stock Price
$ 7.72
Expected Dividend Rate
0 %
Expected Volatility
48 %
Weighted average risk-free interest rate
4.27 %
Contractual Term
4 years
Utilizing Monte Carlo simulation, the MSUs grant date fair value was estimated to be $ 1,109,340 with a $ 5.52 weighted average grant date fair value per award and the derived vesting periods were estimated to be between 1.2 years and 1.7 years.
For the fiscal years ended September 30, 2025, 2024 and 2023 the Company recognized $ 684,183 , $ 0 and $ 0 , respectively, of compensation expense related to MSU awards.
As of September 30, 2025, unrecognized compensation expense of $ 425,157 associated with non-vested MSUs will be recognized in future periods under the 2019 Plan. During the fiscal year ended September 30, 2025, no MSUs vested or were forfeited.
On February 13, 2025, the market performance condition for 67,000 units of MSUs granted November 20, 2024 to the Company’s Chief Executive Officer was met, these shares will vest according to the Company’s Amended and Restated 2019 Stock-Based Incentive Compensation Plan.
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On July 10, 2025, the market performance condition for an additional 67,000 units of MSUs granted November 20, 2024 to the Company’s Chief Executive Officer was met, these shares will vest according to the Company’s Amended and Restated 2019 Stock-Based Incentive Compensation Plan.
On August 8, 2025, the market performance condition for the final 67,000 units of MSUs granted November 20, 2024 to the Company’s Chief Executive Officer was met, these shares will vest according to the Company’s Amended and Restated 2019 Stock-Based Incentive Compensation Plan.
On November 20, 2025, the service condition for all 201,000 units of MSUs granted November 20, 2024 to the Company’s Chief Executive Officer was met. The market condition for all 201,000 units of MSU’s was met during fiscal year ended September 30, 2025. Consequently, on November 20, 2025, all 201,000 MSU’s vested according to the Company’s Amended and Restated 2019 Stock-Based Incentive Compensation Plan. The unvested compensation expense as of the one-year anniversary date of grant will be immediately expensed and recorded as compensation expense in the first fiscal 2026 quarter ended December 31, 2025.
Time Based Stock Options with market-based exercisability conditions
During the quarter ended March 31, 2025, in a continuing effort to more closely correlate executive compensation with the Company’s Total Shareholder Return, the Board approved a grant of 72,062 time vested stock options with a market based exercise price condition (“MSOs”) to the Company’s Chief Executive Officer and 33,259 MSOs to the Company’s Chief Financial Officer under the terms and conditions of the Amended and Restated 2019 Stock-Based Incentive Compensation Plan.
The MSOs are similar to traditional time vested stock options and vest over four years , with 25 % vesting on the first anniversary of the grant date (February 19, 2026) and the remaining shares vesting quarterly at 6.25 % on the last business day of May, August, November and February of calendar years two, three and four from the date of grant. However, the MSOs only become exercisable if the Company's share price reaches or exceeds the date of grant closing stock price of $ 8.59 plus a targeted market threshold of 15 %, or $ 9.88 for 20 consecutive trading days at any time during the four-year vesting period. Once this market threshold is met, the vested shares can be exercised according to the vesting schedule and the terms and conditions set forth in the 2019 Plan.
No MSOs are eligible for vesting or exercise prior to the first anniversary of the date of grant of the award, with the exception of accelerated vesting permitted under certain conditions subject to the plan provisions. Compensation expense for MSOs is recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in-substance, multiple awards using the graded vesting attribution method. Forfeitures are recognized when incurred
With respect to each MSO that becomes exercised in accordance with the terms of the award agreement, the Grantee will be entitled to receive one share of common stock upon the settlement of the MSOs.
The Company estimated the grant-date fair value of the MSOs awards using a Monte Carlo simulation with the following input assumptions:
Number of MSOs granted
105,321
Grant Date
02/18/25
Grant Date Stock Price
$ 8.27
Expected Dividend Rate
0 %
Expected Volatility
47 %
Weighted average risk-free interest rate
4.29 %
Exercise price
$ 8.59
Contractual Term
10 years
Utilizing Monte Carlo simulation, the aggregate MSOs grant date fair value was estimated to be $ 474,998 with a $ 4.51 weighted average grant date fair value per option and vesting periods were estimated to be between 1 years and 4 years with a 10 year contractual term.
For the fiscal years ended September 30, 2025, 2024 and 2023 the Company recognized $ 168,336 , $ 0 and $ 0 of compensation expense, respectively, related to the MSO awards.
As of September 30, 2025, unrecognized compensation expense of $ 306,664 associated with non-vested MSOs will be recognized in future periods under the 2019 Plan. During the fiscal year ended September 30, 2025, no MSOs vested or were forfeited .
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On June 16, 2025, the Company’s closing share price exceeded the $ 9.88 MSOs targeted market threshold condition for 20 consecutive trading days for the MSOs granted February 18, 2025, thus meeting the market condition for exercisability subject to the vesting schedule and terms and conditions set forth in the Company’s Amended and Restated 2019 Stock-Based Incentive Compensation Plan.
The following table shows share-based compensation expense by line item within our Consolidated Statement of Operations:
For the fiscal year ended September 30,
2025
2024
2023
Cost of sales
$
134,448
$
56,280
$
-
Research and development
180,607
63,859
-
Selling, general and administrative
2,021,172
883,153
1,450,428
Total
$
2,336,227
$
1,003,292
$
1,450,428
16. 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 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 $ 20.9 million, $ 9.8 million and $ 2.4 million as of September 30, 2025, 2024 and 2023, 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.
17. 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 became a new related party for fiscal year 2023 due to their president acquiring more than 10 % in shares on the Company. Prior balances are disclosed below for comparability. As of July 2025, the principal shareholder no longer owns any shares of the Company.
Sales to Eclipse amounted to $ 0.2 million, $ 0.2 million and $ 0.3 million for the fiscal years ended September 30, 2025, 2024 and 2023, respectively.
On October 18, 2024, the Company entered into a consulting agreement with Peduzzi Associated, ltd. (“PAL”), an entity in which board member Maj. General Dean serves as President. PAL will provide consulting services in support of the Company’s business development growth into the DoD. The term of the agreement is for one year and in consideration for services the Company will pay PAL a retainer of $ 9,500 per month. For fiscal year 2025, the Company paid PAL $ 114,000 .
18. Business Segments
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 to
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OEMs, the DoD, the Department of Interior, other government agencies, commercial air transport carriers and corporate/general aviation markets.
The individual responsible for key decisions within the Company’s business segment is defined as the Chief Operating Decision Maker (“CODM”). The Company’s CODM is the Chief Executive Officer (“CEO”), Shahram Askarpour. The CODM is the ultimate decision maker as he is responsible for final decisions in allocating resources to achieve the Company’s strategic objectives and assessing the Company’s performance. The CEO uses consolidated net income and related expense categories as included in the consolidated statement of operations to assess the performance of the segment and make key strategic and operational decisions, such as capital expenditures allocations, new business acquisitions, operating budget review and approval. While input is received from other executive management team members, no other individual approves key operating decisions without the approval of the CEO. There is no management committee or executive committee.
Geographic Data
Most of the Company’s sales, operating results and identifiable assets are generated in the United States. All long-lived assets are held in the United States. In fiscal years 2025, 2024 and 2023, net sales outside the United States amounted to $ 16.4 million, $ 22.8 million and $ 15.5 million, respectively.
19. 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 statements 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.
Related assets and liabilities resulting from lease obligations are deemed to be immaterial.
20. Loan Agreement
On June 28, 2023, the Company and one of its subsidiaries entered into an Amendment to Loan Documents (the “Loan Amendment”) with PNC Bank, National Association (the “PNC”), which amends certain terms of that certain Loan Agreement entered into by the parties on May 11, 2023 (the “Loan Agreement” and, as amended, the “Amended Loan Agreement”) and (ii) a corresponding Term Note in favor of PNC (the “Term Note”), which together provide for a senior secured term loan in an aggregate principal amount of
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$ 20.0 million, with a maturity date of June 28, 2028. Availability of funds under the Term Loan was conditioned upon the closing of the transactions contemplated by the Amended Loan Agreement and was used to fund a portion of the 2023 Transaction. Under the agreement, the Company has the right to prepay any amounts outstanding at any time and from time to time, whole or in part; subject to payment of any break funding indemnification amounts.
The interest rate applicable to loans outstanding under the Term Loan is a floating interest rate equal to the sum of (A) the Term SOFR Rate (as defined in the Term Note) plus (B) an unadjusted spread of the Applicable SOFR Margin plus (C) a SOFR adjustment of ten basis points. The Applicable SOFR Margin ranges from 1.5 % to 2.5 % depending on the Company’s funded debt to EBITDA ratio. Commencing on June 30, 2023, the Term Loan consists of sixty equal monthly principal installments, over a period of ten years , with the balance payable on the maturity date of the Term Loan.
In addition to providing for the Term Loan, the Loan Agreement, together with a corresponding Revolving Line of Credit Note in favor of PNC, executed May 11, 2023, provided for a senior secured revolving line of credit in an aggregate principal amount of $ 10,000,000 , with an expiration date of May 11, 2028 (the “Revolving Line of Credit”).
On December 19, 2023, the Company and PNC entered into an Amendment to the Loan (the “Restated Loan Amendment”) and a corresponding Amended and Restated Revolving Line of Credit Note (“Restated Line of Credit Note”) and Amended and Restated Line of Credit and Investment Sweep Rider (the “Restated Rider”), to increase the aggregate principal amount available under the Company’s senior secured revolving line of credit from $ 10,000,000 to $ 30,000,000 and extend the maturity date until December 19, 2028.
On September 30, 2024, the Company and one of its subsidiaries, Innovative Solutions and Support, LLC (“ISSL”) entered into an Amendment to Loan Documents (the “Loan 2024 Amendment”) with PNC, which amends certain terms of the Loan Agreement to increase the line of credit with PNC. Concurrently with the Loan 2024 Amendment, the Company entered into (i) an Amended and Restated Revolving Line of Credit in favor of PNC (the “A&R Revolving Line of Credit”), and (ii) an Amended and Restated Line of Credit and Investment Sweep Rider with PNC (the “A&R Rider”).
The A&R Revolving Line of Credit Note provides for a senior secured revolving line of credit in an aggregate principal amount of $ 35,000,000 , with an expiration date of December 19, 2028. The interest rate applicable to loans outstanding under the A&R Revolving Line of Credit is a rate per annum equal to the sum of (A) Daily SOFR (as defined in the A&R Revolving Line of Credit Note) plus (B) an unadjusted spread of the Applicable SOFR Margin plus (C) a SOFR adjustment of ten basis points. The applicable SOFR Margin ranges from 1.5 % to 2.5 % depending on the Company’s funded debt to EBITDA ratio as defined in the A&R Revolving Line of Credit Note. The A&R Rider provides for how PNC will make advances to the Company under the AR Revolving Line of Credit.
The Company was in compliance with all applicable covenants throughout and at September 30, 2024. As of fiscal year ended September 30, 2024, the outstanding balance drawn on the A&R Revolving Line of Credit was $ 28,027,002 with an effective interest rate of 6.4 percent. As of September 30, 2024, the Company had availability of $ 6,972,998 under the A&R Revolving Line of Credit.
On July 18 th , 2025, the outstanding balance drawn on the A&R Revolving Line of Credit of $ 25,342,529 was fully paid. The payoff is considered a debt extinguishment and no gain or loss was recorded upon settlement. For fiscal year 2025 the A&R Revolving Line of Credit had an effective interest rate of 3.6 percent.
On July 18, 2025, Innovative Solutions and Support, Inc. (the “Company”), its wholly-owned subsidiary Innovative Solutions and Support, LLC (“Borrower”) and certain domestic subsidiaries entered into a Credit Agreement (the “2025 Credit Agreement”) with J.P. Morgan Chase Bank, N.A. (the “Bank”) and the other lender parties thereto, which Credit Agreement provides for the Bank to extend to the Borrower credit facilities in an aggregate principal amount of up to USD $ 100.0 million (the “New Credit Facilities”), consisting of the following:
1) a USD $ 25,000,000 initial term loan facility (the “Initial Term Loan”),
2) a USD $ 30,000,000 revolving credit facility (the “Revolving Facility”) and a;
3) a USD $ 45,000,000 delayed draw term loan facility (the “Delayed Draw Term Loan”).
The New Credit Facilities replaced the Company’s existing $ 35 million Amended and Restated Revolving Line of Credit Note, dated as of September 30, 2024 in favor of PNC Bank, National Association (the “PNC Facility”).
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The New Credit Facilities provide expanded liquidity and improved flexibility, better enabling the Company to execute on its long-term growth strategy and capital allocation priorities, consistent with the Company’s focus on driving long-term value creation for its shareholders.
Loans under the New Credit Facilities bear interest at the Borrower's option at either:
(i) the Alternate Base Rate plus an applicable margin, or
(ii) the Adjusted Term Secured Overnight Financing Rate (“SOFR”) plus an applicable margin.
The Alternate Base Rate is defined as the highest of (a) the Prime Rate, (b) the Federal Reserve Bank of New York rate for overnight funds plus 0.50 %, and (c) the Adjusted Term SOFR Rate for a one-month period plus 1.00 %, with a minimum rate of 1.00 % per annum.
The Adjusted Term SOFR Rate is the Term SOFR Rate plus 0.10 %.
An applicable margin is determined based on the Company's Total Net Leverage Ratio and ranges from 0.75 % to 1.75 % for Alternate Base Rate loans and from 1.75 % to 2.75 % for Adjusted Term SOFR Rate loans.
The New Credit Facilities mature five years (i.e. July 18, 2030) following the date of the initial advance (the “Maturity Date”) All outstanding balances are due on the Maturity Date.
For the fiscal year ended September 30, 2025, the Initial Term Loan had an effective interest rate of 7.0 % and the Revolving Facility had an effective interest rate of 8.0 %. No borrowings were drawn on the Delayed Draw Term Loan.
Initial Term Loan
The Initial Term Loan requires quarterly principal payments of $ 625,000 commencing September 30, 2025, with the remaining balance due on the Maturity Date.
Revolving Facility Loan
The Revolving Facility matures five years (i.e. July 18, 2030) following the date of the initial advance (the “Maturity Date”) with all outstanding balances due on the Maturity Date.
The Revolving Facility principal is due on the Maturity Date. All amounts outstanding under the Credit Facilities will be due and payable upon the earlier of the Maturity Date, or the acceleration of the Credit Facilities upon an event of default.
On August 18 , 2025, the balance of $ 2,000,000 on the Revolving Facility was paid off. There were no additional borrowings on the Revolving facility as of September 30, 2025.
Delayed Draw Term Loan
The Delayed Draw Term Loan requires quarterly principal payments equal to 2.50 % of the original aggregate principal amount commencing with the first scheduled payment date after January 18, 2026, with the remaining balance due on the Maturity Date.
Under the New Term Loan and Revolving Facility, $ 25,000,000 and $ 2,000,000 , respectively were immediately drawn and used to pay $ 25,342,529 as payoff for the A&R Revolving Line of Credit and to pay $ 631,700 in transaction fees and expenses. The remaining $ 1,026,237.50 balance was deposited by the Company to the PNC Checking account.
Debt Issuance Costs
For the Initial Term loan, debt issuance costs of $ 246,148 were capitalized as contra-liabilities and are amortized as interest expense on a basis that approximates the effective interest method over the term of the Initial Term Loan debt. Contra-liabilities are netted against and presented as a direct deduction from the carrying amount of debt. The unamortized balance of the Initial Term loan contra-liabilities as of September 30, 2025 was $ 236,193 .
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For the Revolving Facility and the Delayed Draw Term Loan, debt issuance costs of $ 295,378 and $ 443,066 , respectively were capitalized as assets and are amortized using straight straight-line amortization to interest expense over the terms of the respective debt. The current and non-current capitalized assets related to the Revolving Facility and the Delayed Draw Term Loan are aggregated to Current Other Assets and Non-Current Other Assets on the Consolidated Balance Sheet. The unamortized balances of the Revolving Facility and the Delayed Draw Term Loan included in current and non-current other assets as of September 30, 2025 were $ 283,252 and 424,878 , respectively
Future borrowings under the Initial Term Loan and Revolving Facility may be used for working capital and general corporate purposes, including permitted acquisitions. The Delayed Draw Term Loan may only be used for permitted acquisitions.
Debt Collateral and Covenants
The Company’s obligations under the 2025 Credit Agreement are secured by substantially all of the assets of the Company and certain of its subsidiaries, including a first priority lien on the Company's Exton facility.
The Company’s Initial Term Loan Facility, Revolving Facility and Delayed Term Loan facility contain affirmative and negative covenants that, among other things, may limit or restrict the Company’s ability to: create liens and encumbrances; incur debt; merge, dissolve, liquidate or consolidate; make acquisitions and investments; dispose of or transfer assets; change the nature of our business; engage in certain transactions with affiliates; and enter into hedging transactions, in each case, subject to certain qualifications and exceptions. In addition, we are required to maintain a maximum net leverage ratio and a minimum fixed charge coverage ratio.
The Company was in compliance with all debt covenants as of September 30, 2025.
Commitment Fees
The 2025 Credit Agreement terms include Revolving Facility and Delayed Draw Term Loan Facility commitment fees. For the fiscal ended September 30, 2025, unused line of credit fees of $ 15,194 under the Revolving Facility and $ 23,438 under the Delayed Draw Term Loan were included in interest expense. There were no unused line of credit fees for the fiscal year ended September 30, 2024 and 2023.
Long term debt, excluding contra-liabilities, consisted of the following:
September 30,
September 30,
2025
2024
Initial Term Loan
$
24,375,000
$
—
Revolving Facility
—
—
Delayed Draw Term Loan
—
—
A&R Revolving Line of Credit
—
28,027,002
Subtotal
$
24,375,000
$
28,027,002
Less current maturities
2,500,000
—
Total Long Term Debt
$
21,875,000
$
28,027,002
As of September 30, 2025, scheduled annual payments based on the maturities of debt are expected to be as follows:
Fiscal year
Annual payments
2026
$ 2,500,000
2027
2,500,000
2028
2,500,000
2029
2,500,000
2030
14,375,000
Total
$ 24,375,000
* Excludes interest payments payable at each debt reset date
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Loan Facilities Availability
As of September 30, 2025, the Company had availability of $ 30,000,000 under the Revolving Facility and $ 45,000,000 under the Delayed Draw Term Loan facility.
The Company has the right to request up to $ 25,000,000 in additional revolving commitments or incremental term loans, subject to lender approval and satisfaction of certain conditions.
21. Subsequent Events
None.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None.