Item 1. Financial Statements
Item 1 - Financial Statements
INNOVATIVE SOLUTIONS AND SUPPORT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
March 31,
September 30,
2026
2025
ASSETS
Current assets
Cash and cash equivalents
$
6,764,157
$
2,693,595
Accounts receivable
13,188,080
12,956,476
Contract assets
1,655,807
5,320,353
Inventories
28,067,469
25,802,181
Prepaid inventory
—
2,562,297
Prepaid expenses and other current assets
3,541,373
1,392,398
Total current assets
53,216,886
50,727,300
Goodwill
15,773,104
6,703,104
Intangible assets, net
46,944,050
23,582,615
Property and equipment, net
20,722,377
18,804,536
Deferred income taxes
939,192
2,824,132
Other assets
670,833
718,466
Total assets
$
138,266,442
$
103,360,153
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Current portion of long-term debt, net
$
5,641,501
$
2,438,802
Accounts payable
4,487,502
3,578,411
Accrued expenses
4,128,653
8,161,967
Contract liabilities
2,220,944
2,481,929
Total current liabilities
16,478,600
16,661,109
Long-term debt, net
49,279,407
21,700,005
Other liabilities
396,497
396,497
Total liabilities
66,154,504
38,757,611
Commitments and contingencies (See Note 7)
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 March 31, 2026 and September 30, 2025
—
—
Common stock, $ .001 par value: 75,000,000 shares authorized, 18,168,575 and 17,970,453 issued at March 31, 2026 and September 30, 2025, respectively
17,829
17,631
Additional paid-in capital
39,767,173
39,751,130
Retained earnings
35,787,908
28,294,753
Treasury stock, at cost, 339,644 shares at March 31, 2026 and at September 30, 2025, respectively
( 3,460,972 )
( 3,460,972 )
Total shareholders’ equity
72,111,938
64,602,542
Total liabilities and shareholders’ equity
$
138,266,442
$
103,360,153
See accompanying notes to the unaudited condensed consolidated financial statements.
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INNOVATIVE SOLUTIONS AND SUPPORT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
Three Months Ended March 31,
Six Months Ended March 31,
2026
2025
2026
2025
Net sales:
Product
$
14,310,928
$
13,180,032
$
27,875,059
$
23,164,266
Services
8,054,101
8,756,182
16,297,053
14,740,677
Total net sales
22,365,029
21,936,214
44,172,112
37,904,943
Cost of sales:
Product
7,216,013
5,275,918
13,849,386
11,538,608
Services
3,714,031
5,393,073
7,003,471
8,488,655
Total cost of sales
10,930,044
10,668,991
20,852,857
20,027,263
Gross profit
11,434,985
11,267,223
23,319,255
17,877,680
Operating expenses:
Research and development
1,789,348
867,228
3,116,963
1,974,964
Selling, general and administrative
4,702,222
3,415,675
8,966,471
7,574,578
Total operating expenses
6,491,570
4,282,903
12,083,434
9,549,542
Operating income
4,943,415
6,984,320
11,235,821
8,328,138
Interest expense
( 508,860 )
( 387,318 )
( 1,004,931 )
( 814,467 )
Interest income
3,705
4,628
7,823
9,878
Other income
—
—
64,100
6
Income before income taxes
4,438,260
6,601,630
10,302,813
7,523,555
Income tax expense
1,004,168
1,265,288
2,809,658
1,451,021
Net income
$
3,434,092
$
5,336,342
$
7,493,155
$
6,072,534
Net income per common share:
Basic
$
0.19
$
0.30
$
0.42
$
0.35
Diluted
$
0.19
$
0.30
$
0.41
$
0.34
Weighted average shares outstanding:
Basic
17,801,685
17,548,844
17,747,927
17,531,328
Diluted
18,302,283
17,643,994
18,182,892
17,613,686
See accompanying notes to the unaudited condensed consolidated financial statements.
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INNOVATIVE SOLUTIONS AND SUPPORT, INC.
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
(unaudited)
Additional
Total
Common
Paid-In
Retained
Treasury
shareholders’
Stock
Capital
Earnings
Stock
equity
Balance, September 30, 2025
$
17,631
$
39,751,130
$
28,294,753
$
( 3,460,972 )
$
64,602,542
Share-based compensation
—
915,924
—
—
915,924
Issuance of common stock, net of shares withheld for taxes
141
( 833,253 )
—
—
( 833,112 )
Net income
—
—
4,059,063
—
4,059,063
Balance, December 31, 2025
$
17,772
$
39,833,801
$
32,353,816
$
( 3,460,972 )
$
68,744,417
Share-based compensation
—
496,294
—
—
496,294
Issuance of common stock, net of shares withheld for taxes
57
( 562,922 )
—
—
( 562,865 )
Net income
—
—
3,434,092
—
3,434,092
Balance, March 31, 2026
$
17,829
$
39,767,173
$
35,787,908
$
( 3,460,972 )
$
72,111,938
See accompanying notes to the unaudited condensed consolidated financial statements.
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INNOVATIVE SOLUTIONS AND SUPPORT, INC.
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
(unaudited)
Additional
Common
Paid-In
Retained
Treasury
Stock
Capital
Earnings
Stock
Total
Balance, September 30, 2024
$
17,503
$
37,415,031
$
12,667,093
$
( 3,460,972 )
$
46,638,655
Share-based compensation
36
396,625
—
—
396,661
Net income
—
—
736,192
—
736,192
Balance, December 31, 2024
$
17,539
$
37,811,656
$
13,403,285
$
( 3,460,972 )
$
47,771,508
Share-based compensation
17
405,025
—
—
405,042
Net income
—
—
5,336,342
—
5,336,342
Balance, March 31, 2025
$
17,556
$
38,216,681
$
18,739,627
$
( 3,460,972 )
$
53,512,892
See accompanying notes to the unaudited condensed consolidated financial statements.
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INNOVATIVE SOLUTIONS AND SUPPORT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
For the Six Months Ended March 31,
2026
2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
$
7,493,155
$
6,072,534
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
1,885,116
2,004,641
Share-based compensation
1,412,218
801,703
Amortization of loan fees
106,470
—
Deferred income taxes
1,884,940
( 504,329 )
(Increase) decrease in:
Accounts receivable
( 231,604 )
( 1,210,605 )
Contract assets
3,664,546
( 89,313 )
Inventories
297,009
( 4,590,467 )
Prepaid expenses and other current assets
( 1,504,893 )
( 594,459 )
Other non-current assets
( 26,738 )
( 12,500 )
Increase (decrease) in:
Accounts payable
909,091
2,395,085
Accrued expenses
( 2,488,189 )
( 568,588 )
Income taxes payable
( 2,689,205 )
( 965,650 )
Contract liabilities
( 260,985 )
391,312
Net cash provided by operating activities
10,450,931
3,129,364
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment
( 2,734,392 )
( 1,817,015 )
Acquisition of businesses
( 33,000,000 )
—
Net cash used in investing activities
( 35,734,392 )
( 1,817,015 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Debt payments
—
( 625,678 )
Delayed Draw Term Loan proceeds
32,000,000
—
Term Loan principal payments
( 1,250,000 )
—
Taxes paid related to net share settlement of equity awards
( 1,395,977 )
—
Net cash provided by (used in) financing activities
29,354,023
( 625,678 )
Net increase in cash and cash equivalents
4,070,562
686,671
Cash and cash equivalents, beginning of year
2,693,595
538,977
Cash and cash equivalents, end of year
$
6,764,157
$
1,225,648
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for income taxes
$
3,617,000
$
2,921,000
Cash paid for interest
875,167
767,820
SUPPLEMENTAL DISCLOSURE OF NONCASH INFORMATION
Transfer from prepaid inventory to inventory
$
2,562,297
$
1,530,265
Transfer from prepaid expenses and other current assets to PP&E
$
—
$
119,647
Transfer from intangible assets to goodwill
$
—
$
1,490,000
Transfer from prepaid expenses to intangible assets
$
—
$
275,995
See accompanying notes to the unaudited condensed consolidated financial statements.
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INNOVATIVE SOLUTIONS AND SUPPORT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Summary of Significant Accounting Policies
Certain of Innovative Solutions and Support, Inc.’s (the “Company,” “IA,” “we,” or “us”) dba Innovative Aerosystems and its subsidiaries significant accounting policies are described below. All of the Company’s significant accounting policies are disclosed in the notes to the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025.
Description of the Company
Incorporated in Pennsylvania in 1988, IA is a vertically integrated provider of flight solutions and equipment to commercial air transport, general aviation markets, the United States Department of Defense (“DoD”) and allied foreign militaries.
We operate in one business segment that designs, develops, manufactures, sells and services avionics products and systems for retrofit applications and original equipment manufacturers (“OEMs”).
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements are presented pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) in accordance with the disclosure requirements for the quarterly report on Form 10-Q and, therefore, do not include all of the information and footnotes required by generally accepted accounting principles in the United States (“GAAP”) for complete annual financial statements. In the opinion of Company management, the unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary to state fairly the results for the interim periods presented. The condensed consolidated balance sheet as of September 30, 2025 is derived from the audited financial statements of the Company. Operating results for the three and six months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2026 which cannot be determined at this time. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes of the Company included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025.
Principles of Consolidation
The Company’s condensed consolidated financial statements include the accounts of its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
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 loss 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.
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
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acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this is the case, the acquired asset 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 asset 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 asset 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.
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.
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.
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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 March 31, 2026 and September 30, 2025 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 uncollectability, 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 fiscal periods ended March 31, 2026 and September 30, 2025, respectively.
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 .
● Corporate R&D airplane is depreciated over an estimated life of twelve 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.
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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;
● 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 March 31, 2026 and September 30, 2025, according to the valuation techniques the Company used to determine their fair values.
Fair Value Measurement on March 31, 2026
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
$
483,662
$
—
$
—
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
$
—
$
—
The March 31, 2026 and September 30, 2025 money market funds balance differs from the cash and cash equivalents balance on the condensed consolidated balance sheet due to the timing of sweep transactions within the PNC cash investment accounts.
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
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that measure and display critical flight information, including data relative to aircraft separation, airspeed, altitude and engine and fuel data measurements.
The Company accounts for revenue in accordance with ASC Topic 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 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
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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 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 of future events that often span more than a single year. These assumptions include the amount of labor and labor costs; the quantity and cost of raw materials used in the completion of the performance obligation and the complexity of the work to be performed.
As a significant change in one or more of these estimates could affect the profitability of our contracts, we review and update our contract-related estimates regularly. We recognize adjustments in estimated profit on contracts under the cumulative catch-up method. Under this method, the impact of the adjustment on profit recorded to date is recognized in the period the adjustment is identified. Revenue and profit in future periods of contract performance is recognized using the adjusted estimate. If at any time the estimate of contract profitability indicates an anticipated loss on the contract, we recognize the total loss in the quarter in which it is identified.
The impact of adjustments in contract estimates on our operating earnings is typically reflected in consolidated revenues. There were no material contract estimate adjustments to our condensed consolidated financial statements for the three and six months ended March 31, 2026 and March 31, 2025, respectively.
Contract Balances
Contract assets consist of the right to consideration in exchange for product offerings that we have transferred to a customer under the contract. Contract liabilities primarily relate to consideration received in advance of performance under the contract. The following table reflects the Company’s contract assets and contract liabilities:
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Contract
Contract
Assets
Liabilities
September 30, 2025
$
5,320,353
$
2,481,929
Amount transferred to receivables from contract assets
( 4,772,270 )
—
Contract asset additions
1,107,724
—
Performance obligations satisfied during the period that were included in the contract liabilities balance at the beginning of the period
—
( 2,212,695 )
Increases due to invoicing prior to satisfaction of performance obligations
—
1,951,710
March 31, 2026
$
1,655,807
$
2,220,944
Contract
Contract
Assets
Liabilities
September 30, 2024
$
1,680,060
$
340,481
Amount transferred to receivables from contract assets
( 754,432 )
—
Contract asset additions
843,745
—
Performance obligations satisfied during the period that were included in the contract liabilities balance at the beginning of the period
—
( 268,502 )
Increases due to invoicing prior to satisfaction of performance obligations
—
659,814
March 31, 2025
$
1,769,373
$
731,793
* 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 Accounts receivable were $ 13,188,080 and $ 12,956,476 for the fiscal periods ended March 31, 2026 and September 30, 2025, respectively.
The balances for Accounts receivable were $ 13,823,088 and $ 12,612,482 for the fiscal periods ended March 31, 2025 and September 30, 2024, 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 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
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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.
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 (“MSUs”) and Market Stock Option Awards (“MSO”) using Monte Carlo Simulation Option pricing models and generally accepted valuation techniques, which 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 March 31, 2026 and September 30, 2025, the estimated liability for medical claims incurred but not reported was $ 103,000 and $ 153,000 , respectively. The Company has recorded the deficit of funded premiums over estimated claims incurred but not reported of $ 103,000 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.
Concentrations
Major Customers and Products
In the three months ended March 31, 2026, four customers accounted for 20 %, 16 %, 5 % and 4 % of net sales, respectively.
In the six months ended March 31, 2026, four customers accounted for 19 %, 10 %, 10 % and 7 % of net sales, respectively.
In the three months ended March 31, 2025, five customers accounted for 48 %, 9 %, 5 %, 5 % and 5 % of net sales, respectively.
In the six months ended March 31, 2025, five customers accounted for 44 %, 7 %, 6 %, 5 %, and 4 % of net sales, respectively.
Major Suppliers
The Company buys several of its components from sole source suppliers. Although there are a limited number of suppliers of particular components, management believes other suppliers could provide similar components on comparable terms.
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For the three months ended March 31, 2026, the Company had two suppliers that were individually responsible for greater than 10% of the Company’s total inventory-related purchases.
For the six months ended March 31, 2026, the Company had two suppliers that were individually responsible for greater than 10% of the Company’s total inventory-related purchases.
For the three and six months ended March 31, 2025, the Company had one supplier that was individually responsible for greater than 10% of the Company’s total inventory related purchases.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash balances and accounts receivable. The Company invests its excess cash where preservation of principal is the major consideration. Cash balances are maintained with two major banks. Balances on deposit with certain money market accounts and operating accounts may exceed the Federal Deposit Insurance Corporation limits. The Company’s customer base consists principally of companies within the aviation industry. The Company requests advance payments and/or letters of credit from customers that it considers to be credit risks.
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.
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2. Supplemental Balance Sheet Disclosures
Inventories
Inventories are stated at the lower of cost (first-in, first-out) or net realizable value, net of write-downs for excess and obsolete inventory and consist of the following:
March 31,
September 30,
2026
2025
Raw materials
$
23,085,330
$
22,445,837
Work-in-process
4,092,998
2,295,587
Finished goods
889,141
1,060,757
$
28,067,469
$
25,802,181
Prepaid expenses and other current assets
Prepaid expenses and other current assets consist of the following:
March 31,
September 30,
2026
2025
Supplier deposits
640,170
486,763
Prepaid insurance
602,079
183,391
Prepaid income tax
644,082
—
Deferred engineering
234,629
—
Unamortized debt issuance costs
147,527
147,527
Other
1,272,886
574,717
$
3,541,373
$
1,392,398
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Intangible assets and Goodwill
The Company’s intangible assets other than goodwill are as follows:
As of March 31, 2026
Gross Carrying
Accumulated
Accumulated
Net Carrying
Value
Impairment
Amortization
Value
License agreements (a)
$
21,290,000
$
—
$
—
$
21,290,000
Customer relationships (a)
21,934,327
—
( 3,326,047 )
18,608,280
Backlog (b)
8,190,000
—
( 1,418,051 )
6,771,949
Trade name (c)
260,000
—
—
260,000
Licensing and certification rights (d)
696,506
( 44,400 )
( 638,285 )
13,821
Total
$
52,370,833
$
( 44,400 )
$
( 5,382,383 )
$
46,944,050
As of September 30, 2025
Gross Carrying
Accumulated
Accumulated
Net Carrying
Value
Impairment
Amortization
Value
License agreements (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 (d)
696,506
( 44,400 )
( 638,285 )
13,821
Total
$
27,940,833
$
( 44,400 )
$
( 4,313,818 )
$
23,582,615
(a) 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 .
(b) Backlog assets are amortized according to the timing of order fulfillment.
(c) The trade name is amortized over 15 years .
(d) The licensing and certification rights are amortized over a defined number of units.
Intangible asset amortization expense is amortized as a component of selling, general and administrative expense and was $ 438,814 and $ 480,407 for the three months ended March 31, 2026 and 2025, respectively.
Intangible asset amortization expense was $ 1,068,565 and $ 1,110,158 for the six months ended March 31, 2026 and 2025, respectively.
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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. The expected future amortization expense related to the customer relationships, backlog and trade name as of March 31, 2026 is as follows:
Amortization Expense
2026 (six months remaining)
$
3,399,086
2027
5,715,555
2028
3,284,876
2029
2,222,694
2030
2,194,360
Thereafter
8,823,658
Total
$
25,640,229
Goodwill activity
Goodwill
Balance at September 30, 2025
$
6,703,104
Fiscal 2026 Activity:
Business Combination - Honeywell Autopilot Agreement
3,810,000
Business Combination - Honeywell Generators Agreement
3,650,000
Business Combination - Other
1,610,000
Balance at March 31, 2026
$
15,773,104
Property and equipment
Property and equipment, net consists of the following:
March 31,
September 30,
2026
2025
Computer equipment
$
3,443,526
$
3,169,835
Corporate R&D airplane
1,187,911
-
Furniture and office equipment
1,042,096
984,205
Buildings and improvements
12,413,913
11,598,890
Equipment other
16,358,147
15,958,271
Land
1,021,245
1,021,245
35,466,838
32,732,446
Less accumulated depreciation and amortization
( 14,744,461 )
( 13,927,910 )
$
20,722,377
$
18,804,536
Depreciation and amortization related to property and equipment was $ 420,927 and $ 272,390 for the three months ended March 31, 2026 and 2025, respectively.
Depreciation and amortization related to property and equipment was $ 816,551 and $ 894,483 for the six months ended March 31, 2026 and 2025, respectively.
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Other assets
Other assets consist of the following:
March 31,
September 30,
2026
2025
Unamortized debt issuance costs
$
486,233
$
560,603
Other non-current assets
184,600
157,863
$
670,833
$
718,466
Other non-current assets as of March 31, 2026 and September 30, 2025 consists primarily of deposits for medical claims required under the Company’s medical plan.
Accrued expenses
Accrued expenses consist of the following:
March 31,
September 30,
2026
2025
Warranty
$
953,488
$
730,498
Salary, benefits and payroll taxes
1,139,108
1,234,246
Inventory in transit
—
1,097,222
Income tax payable
—
2,045,123
ERC related expenses
—
378,846
Bonus accruals
986,110
1,972,221
Other
1,049,947
703,811
$
4,128,653
$
8,161,967
Warranty cost and accrual information for the three and six months ended March 31, 2026 is highlighted below:
Three Months Ending
Six Months Ending
March 31, 2026
March 31, 2026
Warranty accrual, beginning of period
$
861,486
$
730,498
Accrued expense (Adjustment)
188,000
466,000
Warranty cost
( 95,998 )
( 243,010 )
Warranty accrual, end of period
$
953,488
$
953,488
3. Acquisitions
Honeywell Autopilot Agreement
On March 27, 2026, the Company entered into the Honeywell Autopilot Agreement with Honeywell, pursuant to which Honeywell sold, assigned or licensed certain assets related to its general aviation autopilots and nav/com, multifunction display and transponder radios, granted exclusive and non-exclusive licenses to use certain Honeywell intellectual property related to its general aviation autopilots and nav/com, multifunction display and transponder radios to repair, overhaul, manufacture, sell, import, export and distribute certain products and granted certain other intellectual property rights to the Company for consideration of $ 22.0 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 Honeywell Autopilot Agreement with borrowings against the Company’s delayed draw term loan. Please see Note 9, “Loan Agreement” for more details.
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The allocation of the purchase price was based upon certain preliminary valuations and other analyses. The allocation of the purchase price has not been finalized as of the date of this filing due to the fact that while legal control has occurred, the Company has not yet received physical possession of the prepaid inventory, equipment and intellectual property, and thus these assets will be subject to settlement adjustments upon transfer, which is expected to occur during the transition period, as outlined in the Honeywell Autopilot Agreement. During the measurement period, there may be value ascribed to the fair market value of any inventory and equipment expected to be received which will reduce goodwill. As a result, the purchase price amount for the transaction and the allocation of the preliminary purchase consideration are preliminary estimates, which may be subject to change within the measurement period.
The allocation of the preliminary purchase consideration as of the acquisition date is as follows:
Preliminary
Purchase Price
Allocation
Total consideration
$
22,000,000
Intangible assets (a)
18,190,000
Goodwill (b)
3,810,000
Net assets acquired
$
22,000,000
(a) Intangible assets consists of backlog ( $ 1,420,000 ), customer relationships ( $ 8,360,000 ), and license agreements ( $ 8,410,000 ) related to the license rights to use certain Honeywell intellectual property and are recorded at estimated fair values. Backlog assets are amortized according to the timing of order fulfillment. The customer relationships are amortized over 10 years . The license agreements have an indefinite life and is not subject to amortization. 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 2, “Supplemental Balance Sheet Disclosures” for further details.
(b) Goodwill represents the excess of the purchase consideration over the preliminary fair value of the net assets acquired. During the measurement period, there may be value ascribed to the fair market value of any inventory and equipment expected to be received which will reduce goodwill. The goodwill recognized is primarily attributable to the expected synergies from the Honeywell Autopilot Agreement. Goodwill resulting from the Honeywell Autopilot Agreement has been assigned to the Company’s one reporting unit and is fully deductible for U.S. income tax purposes.
Transition services agreement
Concurrent with the Honeywell Autopilot Agreement, the Company entered into a transition services agreement with Honeywell, at no additional cost, to receive certain transitional services and technical support during the transition service period.
Honeywell Generators Agreement
On March 28, 2026, the Company entered into the Honeywell Generators Agreement with Honeywell, pursuant to which Honeywell sold, assigned or licensed certain assets related to its electronic generator and generator control unit for the F-15 and 767 tanker/freight platforms, 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 electronic generator and generator control unit for the F-15 and 767 tanker/freight platforms to repair, overhaul, manufacture, sell, import, export and distribute certain products to the Company for consideration of $ 8.0 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 Honeywell Generators Agreement with borrowings against the Company’s delayed draw term loan. Please see Note 9, “Loan Agreement” for more details.
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The allocation of the purchase price was based upon certain preliminary valuations and other analyses. The allocation of the purchase price has not been finalized as of the date of this filing due to the fact that while legal control has occurred, the Company has not yet received physical possession of the prepaid inventory, equipment and intellectual property, and thus these assets will be subject to settlement adjustments upon transfer, which is expected to occur during the transition period, as outlined in the Honeywell Generators Agreement. During the measurement period, there may be value ascribed to the fair market value of any inventory and equipment expected to be received which will reduce goodwill. As a result, the purchase price amount for the transaction and the allocation of the preliminary purchase consideration are preliminary estimates, which may be subject to change within the measurement period.
The allocation of the preliminary purchase consideration as of the acquisition date is as follows:
Preliminary
Purchase Price
Allocation
Total consideration
$
8,000,000
Intangible assets (a)
4,350,000
Goodwill (b)
3,650,000
Net assets acquired
$
8,000,000
(a) Intangible assets consists of backlog ( $ 1,890,000 ), customer relationships ( $ 800,000 ), and license agreements ( $ 1,660,000 ) related to the license rights to use certain Honeywell intellectual property and are recorded at estimated fair values. Backlog assets are amortized according to the timing of order fulfillment. The customer relationships are amortized over 8 years . The license agreements have an indefinite life and is not subject to amortization. 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 2, “Supplemental Balance Sheet Disclosures” for further details.
(b) Goodwill represents the excess of the purchase consideration over the preliminary fair value of the net assets acquired. During the measurement period, there may be value ascribed to the fair market value of any inventory and equipment expected to be received which will reduce goodwill. The goodwill recognized is primarily attributable to the expected synergies from the Honeywell Generators Agreement. Goodwill resulting from the Honeywell Generators Agreement has been assigned to the Company’s one reporting unit and is fully deductible for U.S. income tax purposes.
Transition services agreement
Concurrent with the Honeywell Generators Agreement, the Company entered into a transition services agreement with Honeywell, at no additional cost, to receive certain transitional services and technical support during the transition service period.
Other
In February 2026, the Company acquired the S-TEC® Model 3100 general aviation fixed wing autopilot product line from Moog (NYSE: MOG.A) for a total purchase consideration of $ 3.5 million in cash. The purchase price of this acquisition was paid 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 allocation of the purchase price was based upon certain preliminary valuations and other analyses. The allocation of the purchase price has not been finalized as of the date of this filing due to the fact that while transfer of legal control has occurred, the Company has not yet received physical possession of the intellectual property, and thus these assets will be subject to settlement adjustments upon transfer, which is expected to occur later this year. As a result, the allocation of the preliminary purchase consideration are preliminary estimates, which may be subject to change within the measurement period.
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The allocation of the preliminary purchase consideration as of the acquisition date is as follows:
Preliminary
Purchase Price
Allocation
Total consideration
$
3,500,000
Intangible assets (a)
1,890,000
Goodwill (b)
3,810,000
Net assets acquired
$
1,610,000
(a) Intangible assets consists of backlog ( $ 30,000 ), customer relationships ( $ 170,000 ), trade name ( $ 260,000 ) and license agreements ( $ 1,430,000 ) related to the license rights to use certain intellectual property and are recorded at estimated fair values. Backlog assets are amortized according to the timing of order fulfillment. The customer relationships are amortized over 3 years . The trade name is amortized over 15 years . The license agreements have an indefinite life and is not subject to amortization. The estimated fair value of these license agreements and trade name 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 2, “Supplemental Balance Sheet Disclosures” for further details.
(b) Goodwill represents the excess of the purchase consideration over the preliminary fair value of the net assets acquired. During the measurement period, there may be value ascribed to the fair market value of any equipment expected to be received which will reduce goodwill. The goodwill recognized is primarily attributable to the expected synergies from the Moog S-TEC® Agreement. Goodwill resulting from the Moog S-TEC® Agreement has been assigned to the Company’s one reporting unit and is fully deductible for U.S. income tax purposes.
Transition services agreement
Concurrent with the Moog S-TEC® Agreement, the Company entered into a transition services agreement with Moog, at no additional cost, to receive certain transitional services and technical support during the transition service period.
Acquisition and related costs
For the three and six months ended March 31, 2026, the Company incurred acquisition costs of approximately $ 0.7 million 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
Since the acquisition date of the transactions, there were insignificant amounts of revenues and net income related to the acquired businesses in the consolidated statements of operations.
The following unaudited pro forma summary presents consolidated information of the Company, including the acquisitions, as if the transaction had occurred on October 1, 2024:
Six Months Ended March 31,
Six Months Ended March 31,
2026
2025
Net sales
$
50,230,657
$
42,160,151
Net income
$
8,849,965
$
6,218,705
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 currently. Accordingly, the adjustments are subject to change, and the
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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.
4. Income Taxes
The Company will continue to assess all available evidence during future periods to evaluate any changes to the realization of its deferred tax assets. If the Company were to determine that it would be able to realize additional state deferred tax assets in the future, it would make an adjustment to the valuation allowance which would reduce the provision for income taxes.
On July 4, 2025, the One Big Beautiful Bill Act (OBBB) was signed into law, which includes a broad range of tax reform provisions that may affect the Company's financial results. The OBBB allows an elective deduction for domestic research and development, and a reinstatement of elective 100% first-year bonus depreciation, among other provisions. The Company is currently evaluating the impact of these provisions and thus far the impact to the Company’s effective tax rate in fiscal year 2025 and forward has not been material.
As a result of the 2017 Tax Cuts and Jobs Act, the Company must amortize amounts paid or incurred for specified research and development expenditures, including software development expenses, ratably over 60 months, beginning at the mid-point of the tax year in which the expenditures are paid or incurred.
The effective tax rate for the three months ended March 31, 2026 was 22.6 % and differs from the statutory tax rate primarily due to the effect of state income taxes, tax credits, temporary and permanent tax differences related to stock-based compensation and certain non-deductible expenses.
The effective tax rate for the six months ended March 31, 2026 was 27.3 % and differs from the statutory tax rate primarily due to the effect of state income taxes, tax credits, temporary and permanent tax differences related to stock-based compensation and certain non-deductible expenses.
The effective tax rate for the three months ended March 31, 2025 was 19.2 % and differs from the statutory tax rate primarily due to the effect of state income taxes, tax credits and certain non-deductible expenses.
The effective tax rate for the six months ended March 31, 2025 was 19.3 % and differs from the statutory tax rate primarily due to the effect of state income taxes, tax credits and certain non-deductible expenses.
5. Shareholders’ Equity and Share-Based Payments
At March 31, 2026, the Company’s Amended and Restated Articles of Incorporation provides the Company authority to issue 75,000,000 shares of common stock and 10,000,000 shares of preferred stock.
Share-Based Compensation
The Company accounts for share-based compensation under the provisions of ASC Topic 718, “ Compensation – Stock Compensation,” by using the fair value method for expensing stock options, performance-based equity awards and stock awards.
Total share-based compensation expense was approximately $ 496,294 and $ 405,042 for the three months ended March 31, 2026 and 2025, respectively. Total share-based compensation expense was approximately $ 1,412,218 and $ 801,703 for the six months ended March 31, 2026 and 2025, respectively. Compensation expense related to share-based awards is recorded as a component of cost of sales, research and development expenses and selling, general and administrative expenses.
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The following tables show share-based compensation expense by line item within our Consolidated Statement of Operations:
Three Months Ended March 31,
2026
2025
Cost of sales
$
18,638
$
18,261
Research and development
28,340
20,722
Selling, general and administrative
449,316
366,059
Total
$
496,294
$
405,042
Six Months Ended March 31,
2026
2025
Cost of sales
$
56,180
$
40,260
Research and development
82,493
45,685
Selling, general and administrative
1,273,545
715,758
Total
$
1,412,218
$
801,703
As of March 31, 2026, unrecognized compensation expense of approximately $ 3,821,832 , net of forfeitures, related to non-vested RSU’s, stock options and market based investment instruments under the 2019 Plan, will be recognized in future periods.
As of March 31, 2026, there were 262,264 unvested restricted stock units, 412,085 unvested non-qualified stock options and 145,753 unvested market based instruments outstanding under the 2019 Plan.
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 non-qualified 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 March 31, 2026, there were 1,188,674 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 non-recurring 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 vesting or RSU vesting.
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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.
Restricted Stock Units and Stock Options
On February 17, 2026, the Board authorized grants of 39,763 in RSUs 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 RSUs vest 50 % on the one-year anniversary from date of grant and 50 % on the twenty second month from date of grant, subject to the terms of the 2019 Plan.
On February 18, 2025, the Board authorized grants of 71,754 in RSUs 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 RSUs vest 50 % on the one-year anniversary from date of grant and 50 % on the twenty second month from date of grant, subject to the terms of the 2019 Plan.
During the fiscal years ended September 30, 2026 and September 30, 2025, 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, 2026, and 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 with the remainder vesting quarterly over a three-year period.
During the fiscal year ended September 30, 2026, the Board approved grants of non-qualified stock options to both the Chief Executive Officer and the Chief Financial Officer that vest 25 % after one year with the remainder vesting quarterly over a three-year period.
The compensation expense related to stock options, and restricted stock awards issued to employees under the 2019 Plan was $ 271,709 and $ 207,126 for the three months ended March 31, 2026 and 2025, respectively. The compensation expense related to stock options, and restricted stock awards issued to employees under the 2019 Plan was $ 574,249 and $ 413,651 for the six months ended March 31, 2026 and 2025, respectively.
The compensation expense under the 2019 Plan related to restricted stock awards issued to non-employee members of the Board was $ 108,294 and $ 71,438 for the three months ended March 31, 2026 and 2025, respectively. The compensation expense under the 2019 Plan related to restricted stock awards issued to non-employee members of the Board was $ 227,689 and $ 144,464 for the six months ended March 31, 2026 and 2025, respectively.
As of March 31, 2026, unrecognized compensation expense of approximately $ 2,261,940 , net of forfeitures, related to non-vested restricted stock under the 2019 Plan, will be recognized in future periods.
As of March 31, 2026, unrecognized compensation expense of approximately $ 850,853 , net of forfeitures, related to non-vested stock options under the 2019 Plan, will be recognized in future periods.
Market-Based Restricted Stock Units
On February 18, 2026, in a continuing effort to more closely correlate executive compensation with the Company’s Total Shareholder Return, the Board approved a grant of 45,455 MSUs to the Company’s Chief Executive Officer and 21,307 MSUs to the Company’s Chief Financial Officer under the terms and conditions of the 2019 Plan. The MSUs are restricted stock units 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 stock price performance during a specified measurement period. Under the terms of the 2019 Plan, no MSUs are eligible
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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, 1/3rd of the MSUs will vest on each of the first, second and third anniversaries of the date of grant (each, a “Time Vesting Date”), provided that no MSUs will vest until and unless the shares of the Company’s common stock have traded at a price equal to or greater than twenty five dollars ($25.00) per share for an average of sixty (60) trading days (the “Stock Price Threshold”). If a MSU would have vested upon a Time Vesting Date, but the Stock Price Threshold was not achieved prior to such Time Vesting Date, the MSU will subsequently vest upon achievement of the Stock Price Threshold.
Any MSUs that have not vested on or before the third anniversary of the grant date are immediately forfeited. Compensation expense for MSUs is recognized on a straight-line basis over the requisite service. 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:
Grant Date
2/18/2026
Grant Date Stock Price
$ 19.83
Expected Dividend Rate
0 %
Expected Volatility
59 %
Weighted average risk-free interest rate
3.72 %
Contractual Term
3 years
Utilizing Monte Carlo simulation, the MSUs grant date fair value was estimated to be $ 587,500 with a $ 8.80 grant date fair value per award and the derived vesting periods were estimated to be 1.5 years.
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 MSUs to the Company’s Chief Executive Officer under the terms and conditions of the 2019 Plan. The MSUs are restricted stock units 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 (1/3 rd ) 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 (1/3 rd ) 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.
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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.
On each of February 13, 2025, July 10, 2025 and August 8, 2025, the market performance condition for the first, second and third tranches of 67,000 units of MSUs granted November 20, 2024 to the Company’s Chief Executive Officer were met.
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. Consequently, on November 20, 2025, all 201,000 MSUs vested according to the terms of the 2019 Plan. The unvested compensation expense of $ 425,157 as of the one-year anniversary date of grant was immediately expensed and recorded as compensation expense for the three months ended December 31, 2025. Of the 201,000 vested MSUs, 87,917 MSUs were withheld by the Company to cover the recipient’s tax obligations resulting in a net settlement of 113,083 MSU’s converting into Common Stock.
For the three months ended March 31, 2026 and 2025, the Company recognized $ 48,958 and $ 112,834 , respectively, of compensation expense related to MSU awards.
For the six months ended March 31, 2026 and 2025, the Company recognized $ 474,116 and $ 229,942 , respectively, of compensation expense related to MSU awards.
Time Based Stock Options with market-based exercisability conditions
During the three months 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 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 2019 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, or 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.
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 for in the 2019 Plan. During the three and six months ended March 31, 2026, 26,330 MSOs vested and no MSOs were forfeited.
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.
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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.
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.
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 year and 4 years with a 10 year contractual term.
For the three months ended March 31, 2026 and 2025, the Company recognized $ 67,334 and $ 13,646 , respectively, of compensation expense related to the MSO awards.
For the six months ended March 31, 2026 and 2025, the Company recognized $ 136,165 and $ 13,646 , respectively, of compensation expense related to the MSO awards.
As of March 31, 2026, unrecognized compensation expense of $ 170,499 associated with non-vested MSOs will be recognized in future periods under the 2019 Plan.
6. Earnings Per Share
Three Months Ended March 31,
Six Months Ended March 31,
2026
2025
2026
2025
Numerator:
Net income
$
3,434,092
$
5,336,342
$
7,493,155
$
6,072,534
Denominator:
Basic weighted average shares
17,801,685
17,548,844
17,747,927
17,531,328
Dilutive effect of share-based awards
500,598
95,150
434,965
82,358
Diluted weighted average shares
18,302,283
17,643,994
18,182,892
17,613,686
Net income per common share:
Basic
$
0.19
$
0.30
$
0.42
$
0.35
Diluted
$
0.19
$
0.30
$
0.41
$
0.34
Net income per share is calculated pursuant to ASC Topic 260, “ Earnings per Share.” Basic 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, MSUs and RSUs.
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The number of incremental shares from the assumed exercise of time vested stock options, MSOs, and RSUs is calculated by using the treasury stock method. The number of incremental shares from the assumed vesting of MSUs is calculated using the “if-converted” method.
As of March 31, 2026 and 2025, 31,897 and 0 weighted average outstanding MSUs were included in the three months ended March 31, 2026 and 2025 weighted-average diluted shares calculation, respectively, using the if converted method. As of March 31, 2026 and 2025, 125,188 and 0 weighted average outstanding MSUs were included in the six months ended March 31, 2026 and 2025 weighted-average diluted shares calculation, respectively, using the if converted method.
As of March 31, 2026 and 2025, there were 412,085 and 433,655 options to purchase common stock outstanding, respectively, and 66,762 and 201,000 MSUs subject to vesting outstanding, respectively.
As of March 31, 2026 and 2025, there were 262,264 and 194,914 shares of restricted stock units subject to vesting outstanding, respectively.
The weighted average outstanding diluted shares calculation excludes time vested options and MSOs with an exercise price that exceeds the average market price of shares during the period. Additionally, the weighted-average diluted shares calculation excludes RSUs that are deemed anti-dilutive when applying the treasury stock method.
For the three months ended March 31, 2026 and 2025, respectively, 24,114 and 136,613 diluted weighted-average shares outstanding were excluded from the computation of diluted EPS because the effect would be anti-dilutive.
For the six months ended March 31, 2026 and 2025, respectively, 12,057 and 249,113 diluted weighted-average shares outstanding were excluded from the computation of diluted EPS because the effect would be anti-dilutive.
7. 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 $ 33.6 million as of March 31, 2026.
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 aggregate, have a material effect on the results of operations or financial position.
8. Related Party Transactions
On October 18, 2024, the Company entered into a consulting agreement with Peduzzi Associates, ltd. (“PAL”), an entity in which board member Maj. General Dean serves as President. PAL provides 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. This retainer was subsequently increased to $ 10,000 per month in October 2025. For the three months ended March 31, 2026 and 2025, the Company paid PAL $ 30,000 and $ 28,500 , respectively.
For the six months ended March 31, 2026 and 2025, the Company paid PAL $ 60,000 and $ 57,000 , respectively.
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9. Loan Agreement
On September 30, 2024, in connection with the July 2024 Honeywell Asset Acquisition and the September 2024 Honeywell Agreement, the Company entered into the Loan 2024 Amendment with PNC, which amended 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) the “A&R Revolving Line of Credit Note and (ii) the A&R Rider.
The A&R Revolving Line of Credit Note provided for a senior secured revolving line of credit in an aggregate principal amount of $ 35 million, with an expiration date of December 19, 2028 (the “Revolving Line of Credit”). The interest rate applicable to loans outstanding under the Revolving Line of Credit was 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 provided for how PNC will make advances to the Company 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.
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 $ 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
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 in favor of PNC. 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 following the date of the initial advance, or July 18, 2030 (the “Maturity Date”). All outstanding balances are due on the Maturity Date.
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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.
On August 18, 2025, the balance of $ 2,000,000 on the Revolving Facility was paid off.
For the three and six months ended March 31, 2026, the Initial Term Loan had an effective interest rate of 6.0 %, and 6.3 %, respectively.
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.
There were no borrowings drawn on the Revolving Facility during the three and six months ending March 31, 2026.
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.
In March 2026, the Company borrowed $ 32.0 million of the available Delayed Draw Term Loan facility to finance the Honeywell Autopilot Agreement and the Honeywell Generators Agreement acquisitions.
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 December 31, 2025 was $ 220,143 .
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-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 March 31, 2026 were $ 253,504 and $ 380,256 , 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.
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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 March 31, 2026.
Commitment Fees
The 2025 Credit Agreement terms include Revolving Facility and Delayed Draw Term Loan Facility commitment fees.
For the three months ended March 31, 2026, unused line of credit fees of $ 17,541 under the Revolving Facility and $ 24,985 under the Delayed Draw Term Loan were included in interest expense.
For the six months ended March 31, 2026, unused line of credit fees of $ 36,708 under the Revolving Facility and $ 53,735 under the Delayed Draw Term Loan were included in interest expense.
Long-term debt, excluding contra-liabilities, consisted of the following:
March 31,
September 30,
2026
2025
Total Debt
$
55,125,000
$
24,375,000
Less current maturities (b)
5,700,000
2,500,000
Total Long Term Debt (a)
$
49,425,000
$
21,875,000
(a) As of March 31, 2026, Total Long Term Debt comprised $ 23.1 million of Initial Term Loan and $ 32.0 million of Delayed Draw Term Loan, respectively
(b) As of March 31, 2026, Current Maturities of Debt comprised $ 2.5 million of Initial Term Loan and $ 3.2 million of Delayed Draw Term Loan, respectively.
As of March 31, 2026, scheduled annual payments based on the maturities of debt are expected to be as follows:
Fiscal year
Annual payments
2026 (Six months remaining)
$ 2,850,000
2027
5,700,000
2028
5,700,000
2029
5,700,000
2030
35,175,000
Total
$ 55,125,000
* Excludes interest payments payable at each debt reset date
Loan Facilities Availability
As of March 31, 2026, the Company had availability of $ 30,000,000 under the Revolving Facility and $ 13,000,000 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.
10. Subsequent Events
None.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.