INNOVATIVE SOLUTIONS & SUPPORT INC 10-Q

Item 1 - Financial Statements INNOVATIVE SOLUTIONS AND SUPPORT, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ December 31, September 30, ​ ​ 2024 ​ 2024 ​ ​ ​ ​ ​ ​ ASSETS ​ ​ ​ ​ ​ ​ Current assets ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 604,561 ​ $ 538,977 Accounts receivable ​ 7,716,632 ​ 12,612,482 Contract assets ​ 3,410,340 ​ 1,680,060 Inventories ​ ​ 15,506,851 ​ 12,732,381 Prepaid inventory ​ ​ 5,251,653 ​ ​ 5,960,404 Prepaid expenses and other current assets ​ 1,565,883 ​ 1,161,394 ​ ​ ​ ​ ​ ​ ​ Total current assets ​ ​ 34,055,920 ​ ​ 34,685,698 ​ ​ ​ ​ ​ ​ ​ Goodwill ​ ​ 5,213,104 ​ ​ 5,213,104 Intangible assets, net ​ ​ 26,544,011 ​ ​ 27,012,292 Property and equipment, net ​ 13,449,044 ​ 13,372,298 Deferred income taxes ​ ​ 1,841,737 ​ ​ 1,625,144 Other assets ​ 150,119 ​ 473,725 ​ ​ ​ ​ ​ ​ ​ Total assets ​ $ 81,253,935 ​ $ 82,382,261 ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND SHAREHOLDERS’ EQUITY ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current liabilities ​ ​ ​ ​ ​ ​ Accounts payable ​ ​ 1,876,313 ​ ​ 2,315,479 Accrued expenses ​ 4,283,466 ​ 4,609,294 Contract liability ​ ​ 358,806 ​ ​ 340,481 ​ ​ ​ ​ ​ ​ ​ Total current liabilities ​ ​ 6,518,585 ​ ​ 7,265,254 ​ ​ ​ ​ ​ ​ ​ Long-term debt ​ ​ 26,512,491 ​ ​ 28,027,002 Other liabilities ​ ​ 451,351 ​ ​ 451,350 ​ ​ ​ ​ ​ ​ ​ Total liabilities ​ ​ 33,482,427 ​ ​ 35,743,606 ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies (See Note 6) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shareholders’ equity ​ ​ ​ ​ ​ ​ Preferred stock, 10,000,000 shares authorized, $ .001 par value, of which 200,000 shares are authorized as Class A Convertible stock. No shares issued and outstanding at December 31, 2024 and September 30, 2024 ​ — ​ — Common stock, $ .001 par value: 75,000,000 shares authorized, 19,635,515 and 19,599,052 issued at December 31, 2024 and September 30, 2024, respectively ​ ​ 19,635 ​ ​ 19,599 Additional paid-in capital ​ 55,717,125 ​ 55,320,500 Retained earnings ​ 13,403,285 ​ 12,667,093 Treasury stock, at cost, 2,096,451 shares at December 31, 2024 and at September 30, 2024, respectively ​ ( 21,368,537 ) ​ ( 21,368,537 ) ​ ​ ​ ​ ​ ​ ​ Total shareholders’ equity ​ ​ 47,771,508 ​ ​ 46,638,655 ​ ​ ​ ​ ​ ​ ​ Total liabilities and shareholders’ equity ​ $ 81,253,935 ​ $ 82,382,261 ​ See accompanying notes to the unaudited condensed consolidated financial statements. ​ 1 Table of Contents INNOVATIVE SOLUTIONS AND SUPPORT, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended December 31, ​ ​ 2024 2023 Net Sales: ​ ​ ​ ​ ​ ​ ​ Product ​ $ 9,984,234 ​ $ 4,424,108 ​ Services ​ ​ 5,984,495 ​ ​ 4,883,955 ​ Total net sales ​ 15,968,729 ​ 9,308,063 ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of sales: ​ ​ ​ ​ ​ ​ ​ Product ​ 6,262,690 ​ 1,781,345 ​ Services ​ ​ 3,095,582 ​ ​ 2,003,556 ​ Total cost of sales ​ 9,358,272 ​ 3,784,901 ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross profit ​ 6,610,457 ​ 5,523,162 ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating expenses: ​ ​ ​ ​ ​ ​ ​ Research and development ​ 1,107,736 ​ 901,144 ​ Selling, general and administrative ​ 4,158,903 ​ 3,006,819 ​ Total operating expenses ​ 5,266,639 ​ 3,907,963 ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income ​ 1,343,818 ​ 1,615,199 ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense ​ ( 427,149 ) ​ ( 360,013 ) ​ Interest income ​ 5,250 ​ 79,479 ​ Other income ​ 6 ​ 17,699 ​ Income before income taxes ​ 921,925 ​ 1,352,364 ​ ​ ​ ​ ​ ​ ​ ​ ​ Income tax expense (benefit) ​ 185,733 ​ 295,014 ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 736,192 ​ $ 1,057,350 ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income per common share: ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 0.04 ​ $ 0.06 ​ Diluted ​ $ 0.04 ​ $ 0.06 ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding: ​ ​ ​ ​ ​ ​ ​ Basic ​ 17,514,193 ​ 17,451,362 ​ Diluted ​ 17,584,037 ​ 17,474,906 ​ ​ See accompanying notes to the unaudited condensed consolidated financial statements. ​ 2 Table of Contents INNOVATIVE SOLUTIONS AND SUPPORT, INC. CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ ​ ​ Total ​ ​ Common ​ Paid-In ​ Retained ​ Treasury ​ shareholders’ ​ Stock Capital Earnings Stock equity Balance, September 30, 2024 ​ $ 19,599 ​ $ 55,320,500 ​ $ 12,667,093 ​ $ ( 21,368,537 ) ​ $ 46,638,655 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Share-based compensation ​ ​ 36 ​ ​ 396,625 ​ ​ — ​ ​ — ​ ​ 396,661 Net income ​ ​ — ​ ​ — ​ ​ 736,192 ​ ​ — ​ ​ 736,192 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, December 31, 2024 ​ $ 19,635 ​ $ 55,717,125 ​ $ 13,403,285 ​ $ ( 21,368,537 ) ​ $ 47,771,508 ​ See accompanying notes to the unaudited condensed consolidated financial statements. ​ 3 Table of Contents 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, 2023 ​ $ 19,543 ​ $ 54,317,265 ​ $ 5,668,713 ​ $ ( 21,368,537 ) ​ $ 38,636,984 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Share-based compensation ​ ​ 6 ​ ​ 205,710 ​ ​ — ​ ​ — ​ ​ 205,716 Net income ​ — ​ — ​ 1,057,350 ​ — ​ 1,057,350 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, December 31, 2023 ​ $ 19,549 ​ $ 54,522,975 ​ $ 6,726,063 ​ $ ( 21,368,537 ) ​ $ 39,900,050 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ See accompanying notes to the unaudited condensed consolidated financial statements. ​ 4 Table of Contents INNOVATIVE SOLUTIONS AND SUPPORT, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended December 31, ​ ​ 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES: ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 736,192 ​ $ 1,057,350 ​ Adjustments to reconcile net income to net cash provided by operating activities: ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ 1,367,075 ​ 411,421 ​ Share-based compensation expense ​ ​ ​ ​ ​ ​ ​ Stock options ​ 36,078 ​ 105,285 ​ Restricted stock awards and Market stock unit awards ​ 360,583 ​ 100,431 ​ Gain on disposal of property and equipment ​ — ​ ( 160,577 ) ​ Deferred income taxes ​ ( 216,593 ) ​ ( 676,483 ) ​ (Increase) decrease in: ​ ​ ​ ​ ​ ​ ​ Accounts receivable ​ 4,895,851 ​ 4,160,121 ​ Contract assets ​ ( 1,730,281 ) ​ ( 160,505 ) ​ Inventories ​ ( 2,065,720 ) ​ ( 1,660,222 ) ​ Prepaid inventories ​ — ​ 560,047 ​ Prepaid expenses and other current assets ​ ( 800,131 ) ​ 153,373 ​ Other non-current assets ​ 2,973 ​ ( 35,800 ) ​ Increase (decrease) in: ​ ​ ​ ​ ​ ​ ​ Accounts payable ​ ( 439,166 ) ​ 208,523 ​ Accrued expenses ​ ( 726,054 ) ​ ( 903,673 ) ​ Income taxes payable ​ 402,326 ​ 971,497 ​ Contract liabilities ​ 18,325 ​ 84,947 ​ Net cash provided by operating activities ​ 1,841,458 ​ 4,215,735 ​ ​ ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM INVESTING ACTIVITIES: ​ ​ ​ ​ ​ ​ ​ Purchases of property and equipment ​ ( 261,364 ) ​ ( 182,918 ) ​ Proceeds from the sale of property and equipment ​ ​ — ​ ​ 2,225,810 ​ Net cash (used in) provided by investing activities ​ ( 261,364 ) ​ 2,042,892 ​ ​ ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM FINANCING ACTIVITIES: ​ ​ ​ ​ ​ ​ ​ Repayments of term note ​ ​ — ​ ​ ( 19,500,000 ) ​ Proceeds from line of credit note ​ ​ — ​ ​ 19,402,560 ​ Repayments of line of credit note ​ ​ ( 1,514,510 ) ​ ​ ( 8,791,046 ) ​ Net cash (used in) financing activities ​ ( 1,514,510 ) ​ ( 8,888,486 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Net increase (decrease) in cash and cash equivalents ​ 65,584 ​ ( 2,629,859 ) ​ Cash and cash equivalents, beginning of year ​ 538,977 ​ 3,097,193 ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents, end of year ​ $ 604,561 ​ $ 467,334 ​ ​ ​ ​ ​ ​ ​ ​ ​ SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION ​ ​ ​ ​ ​ ​ ​ Cash paid for interest ​ ​ 383,229 ​ ​ 324,043 ​ ​ ​ ​ ​ ​ ​ ​ ​ SUPPLEMENTAL DISCLOSURE OF NONCASH INFORMATION ​ ​ ​ ​ ​ ​ ​ Transfer from prepaid inventory to inventory ​ $ 708,751 ​ $ — ​ Transfer from prepaid expenses to PP&E ​ $ 119,647 ​ $ — ​ Transfer from prepaid expenses to intangible assets, net ​ $ 275,995 ​ $ — ​ ​ See accompanying notes to the unaudited condensed consolidated financial statements. ​ 5 Table of Contents 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,” “IS&S,” “we” or “us”) 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, 2024. Description of the Company Incorporated in Pennsylvania in 1988, ISSC 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”). On September 27, 2024, the Company entered into a second Asset Purchase and License Agreement (the “September 2024 Honeywell Agreement”) with Honeywell, International Inc. (“Honeywell”), pursuant to which Honeywell sold, assigned or licensed certain assets related to its various generations of military display generators and flight control computers, including a sale of certain inventory, equipment and customer-related documents; an assignment of certain contracts; and a grant of exclusive and non-exclusive licenses to use certain Honeywell intellectual property related to its various generations of military display generators and flight control computers to repair, overhaul, manufacture sell, import, export and distribute certain products to the Company for consideration of $ 14.2 million in cash. The exclusive licensing of these product lines from Honeywell is a unique opportunity for the Company that enhances its current offerings in the air transport, military and business aviation markets. In addition, there are potential cost synergies from better utilization of the Company’s skilled engineering team and its existing operational capacity. The Company believes the September 2024 Honeywell Agreement will help to accelerate the Company’s growth and enhance its global reputation for delivering best price-for-performance product and service solutions. In July 2024, the Company entered into an exclusive license agreement and acquired additional key assets for certain communication and navigation product lines from Honeywell (the “July 2024 Honeywell Asset Acquisition”). This transaction complements the previous Honeywell license and asset acquisition completed in June 2023. Total consideration was $ 4.2 million in cash. In June 2023, the Company entered into an Asset Purchase and License Agreement (the “June 2023 Honeywell Agreement”) with Honeywell pursuant to which Honeywell sold, assigned or licensed certain assets related to its inertial, communication and navigation product lines, 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 inertial, communication and navigation product lines to repair, overhaul, manufacture sell, import, export and distribute certain products to the Company for cash consideration of $ 35.9 million. 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, 2024 is derived from the audited financial statements of the Company. Operating results for the three months ended December 31, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2025 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, 2024. 6 Table of Contents 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 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, long term contracts, evaluation of allowances for doubtful accounts, inventory obsolescence, product warranty cost liabilities, income taxes, engineering and material costs on Engineering Development Contracts (“EDC”) programs, percentage of completion on EDC contracts, the useful lives of long-lived assets for depreciation and amortization, the recoverability of long-lived assets, evaluation of goodwill impairment and contingencies. Estimates and assumptions are reviewed periodically and the effects of changes, if any, are reflected in the condensed consolidated statements of operations in the period they are determined. Reclassification Historically, the Company presented Customer service and Engineering and development contracts Net Sales and Cost of sales separately on the Consolidated Statements of Operations. For the three months ended December 31, 2024, the Company has aggregated these items into one category, “Services” and reclassified Customer service and Engineering and development contracts revenues as well as Cost of sales to conform the presentation of the Consolidated Statements of Operations for three months ended December 31, 2023. For additional information, see Note, 3 Summary of Significant Accounting Policies, (“Reclassifications ”) to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024. 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 screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this is the case, the acquired set is not deemed to be a business and is instead accounted for as an asset acquisition. If this is not the case, the Company then further evaluates whether the acquired set includes, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. If so, the Company concludes that the acquired set is a business. The Company accounts for business acquisitions using the acquisition method of accounting. Under this method of accounting, assets acquired and liabilities assumed are recorded at their respective fair values at the date of the acquisition. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions. The Company’s estimates of fair value are based upon assumptions believed to be reasonable, but 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 condensed 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 7 Table of Contents assets and liabilities are recognized and the results of operations of the acquired business are included in our consolidated financial statements from the effective date of the acquisition. Asset Acquisitions Acquisitions that do not meet the definition of a business are accounted for as asset acquisitions. The Company allocates the cost of the acquisition, including direct and incremental transaction costs, to the individual assets acquired and liabilities assumed on a relative fair value basis. Goodwill is not recognized in an asset acquisition. ​ Intangible Assets The Company’s identifiable intangible assets primarily consist of license agreement and customer relationships. 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 in the notes of 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, 2024. 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. 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. Goodwill is tested for impairment at fiscal year-end on September 30 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: ● 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; ● a projection or 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 condensed consolidated statements of operations. 8 Table of Contents 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 December 31, 2024 and September 30, 2024, according to the valuation techniques the Company used to determine their fair values. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurement on December 31, 2024 ​ Quoted Price in Significant Other Significant ​ ​ Active Markets for ​ Observable ​ Unobservable ​ ​ Identical Assets ​ Inputs ​ Inputs ​ ​ (Level 1) ​ (Level 2) ​ (Level 3) Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents: ​ ​ ​ ​ ​ ​ ​ ​ ​ Money market funds ​ $ 501,810 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurement on September 30, 2024 ​ Quoted Price in Significant Other Significant ​ ​ Active Markets for ​ Observable ​ Unobservable ​ ​ Identical Assets ​ Inputs ​ Inputs ​ ​ (Level 1) ​ (Level 2) ​ (Level 3) Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents: ​ ​ ​ ​ ​ ​ ​ ​ ​ Money market funds ​ $ 504,104 ​ $ — ​ $ — ​ The December 31, 2024 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 from Contracts with Customers The Company enters into sales arrangements with customers that, in general, provide for the Company to design, develop, manufacture and deliver large flat-panel display systems, flight information computers, autothrottles and advanced monitoring systems that measure and display critical flight information, including data relative to aircraft separation, airspeed, altitude and engine and fuel data measurements. 9 Table of Contents ​ The Company accounts for revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of ASC 606 is that an entity recognizes revenue when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods or services. To achieve this core principle, the Company applies the following five steps: 1) Identify the contract with a customer The Company’s contract with its customers typically is in the form of a purchase order issued to the Company by its customers and, to a lesser degree, in the form of a purchase order issued in connection with a formal contract executed with a customer. In addition, the Company enters fixed-price contracts, in which the Company agrees to perform the specified work for a pre-determined price. The contractual terms of the fixed-price contracts are usually long-term, however they often contain a termination for convenience clause that results in the Company treating these contracts as short-term 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. Payment terms are defined by when payment is typically due. 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 10 Table of Contents account available information such as market conditions as well as the cost of the goods or services and the Company’s normal margins for similar performance obligations. 5) Recognize revenue when or as the Company satisfies a performance obligation The Company satisfies performance obligations either over time or at a point in time as discussed in further detail below. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised good or service to a customer. Historically, the Company has also recognized revenue from EDC contracts and is recognized over time using an input measure (e.g., costs incurred to date relative to total estimated costs at completion) to measure progress. Contract costs include material, components and third-party avionics purchased from suppliers, direct labor and overhead costs. Contract Estimates Accounting for performance obligations in long-term contracts that are satisfied over time involves the use of various techniques to estimate progress towards satisfaction of the performance obligation. The Company typically measures progress based on costs incurred compared to estimated total contract costs. Contract cost estimates are based on various assumptions to project the outcome of future events that often span more than a single year. These assumptions include the amount of labor and labor costs, the quantity and cost of raw materials used in the completion of the performance obligation and the complexity of the work to be performed. As a significant change in one or more of these estimates could affect the profitability of our contracts, we review and update our contract-related estimates regularly. We recognize adjustments in estimated profit on contracts under the cumulative catch-up method. Under this method, the impact of the adjustment on profit recorded to date is recognized in the period the adjustment is identified. Revenue and profit in future periods of contract performance is recognized using the adjusted estimate. If at any time the estimate of contract profitability indicates an anticipated loss on the contract, we recognize the total loss in the quarter in which it is identified. The impact of adjustments in contract estimates on our operating earnings is typically reflected in consolidated revenues. There were no material contract estimate adjustments to our condensed consolidated financial statements for the three-months ended December 31, 2024 and 2023. Contract Balances Contract assets consist of the right to consideration in exchange for product offerings that we have transferred to a customer under the contract. Contract liabilities primarily relate to consideration received in advance of performance under the contract. The following table reflects the Company’s contract assets and contract liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Contract ​ Contract ​ ​ Assets ​ Liabilities September 30, 2024 ​ $ 1,680,060 ​ $ 340,481 Amount transferred to receivables from contract assets ​ ( 1,029,584 ) ​ ​ — Contract asset additions ​ 2,759,864 ​ ​ — Performance obligations satisfied during the period that were included in the contract liability balance at the beginning of the period ​ — ​ ​ ( 297,610 ) Increases due to invoicing prior to satisfaction of performance obligations ​ — ​ ​ 315,935 December 31, 2024 ​ $ 3,410,340 ​ $ 358,806 ​ Concentrations Major Customers and Products In the three months ended December 31, 2024, three customers, Lockheed Martin, Boeing and Pilatus Aircraft Ltd (“Pilatus”), accounted for 38 %, 9 % and 8 % of net sales, respectively. In the three months ended December 31, 2023, one customer, Pilatus accounted for 29 % of net sales. 11 Table of Contents Major Suppliers The Company buys several of its components from sole source suppliers. Although there are a limited number of suppliers of particular components, management believes other suppliers could provide similar components on comparable terms. For the three months ended December 31, 2024, the Company had one supplier that was individually responsible for greater than 10% of the Company’s total inventory related purchases. For the three months ended December 31, 2023, the Company had three suppliers that were individually responsible for greater than 10% of the Company’s total inventory related purchases. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash balances and accounts receivable. The Company invests its excess cash where preservation of principal is the major consideration. Cash balances are maintained with two major banks. Balances on deposit with certain money market accounts and operating accounts may exceed the Federal Deposit Insurance Corporation limits. The Company’s customer base consists principally of companies within the aviation industry. The Company requests advance payments and/or letters of credit from customers that it considers to be credit risks. 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 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. This ASU should be applied retrospectively for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. 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. We are evaluating the impact of the standard on our disclosures ​ ​ Recently Adopted Accounting Pronouncements None. ​ 12 Table of Contents 2. Supplemental Balance Sheet Disclosures September 2024 Honeywell Agreement On September 27, 2024, the Company entered into and closed the transaction contemplated by the September 2024 Honeywell Agreement. Pursuant to the September 2024 Honeywell Agreement, Honeywell sold, assigned or licensed certain assets related to its various generations of military display generators and flight control computers, including a sale of certain inventory, equipment and customer-related documents; an assignment of certain contracts; and a grant of exclusive and non-exclusive licenses to use certain Honeywell intellectual property related to its various generations of military display generators and flight control computers to repair, overhaul, manufacture sell, import, export and distribute certain products to the Company. The September 2024 Honeywell Agreement allows the Company to diversify its product offerings in the aerospace industry. The Company determined that the transaction met the definition of a business under ASC 805; therefore, the Company accounted for the transaction as a business combination and applied the acquisition method of accounting. The Company financed the September 2024 Honeywell Agreement with borrowings against the Company’s revolving line of credit. The purchase consideration transferred at the acquisition date was $ 14.2 million, which was entirely cash. The allocation of the purchase price is 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 timing of the transaction and due to the fact that, while legal control has been transferred, the Company has not received physical possession of certain of the acquired assets and thus these assets will be subject to settlement adjustments upon transfer as outlined in the September 2024 Honeywell Agreement. As a result, the purchase price amount for the transaction and the allocation of the preliminary purchase consideration are preliminary estimates, and may be subject to change within the measurement period. The following purchase price allocation table presents the Company's estimates of the fair value of assets acquired and liabilities assumed as of the acquisition date, and subsequent measurement period adjustments recorded during the three months ended December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amounts Recognized as of ​ ​ ​ ​ ​ Acquisition Date Measurement Purchase Price ​ ​ (as previously reported) ​ Period Adjustments ​ Allocation Total consideration ​ $ 14,060,000 ​ $ — ​ $ 14,060,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Prepaid inventory (a) ​ $ 3,191,000 ​ $ — ​ $ 3,191,000 Prepaid equipment and other current assets ​ ​ 160,000 ​ ​ — ​ ​ 160,000 Intangible assets (b) ​ ​ 9,570,000 ​ ​ — ​ ​ 9,570,000 Goodwill (c) ​ ​ 1,139,000 ​ ​ — ​ ​ 1,139,000 Net assets acquired ​ $ 14,060,000 ​ $ — ​ $ 14,060,000 ​ (a) Prepaid inventory consists primarily of raw materials acquired by the Company but not in the Company’s physical possession as of the acquisition date. The fair value of raw materials was estimated to equal the replacement cost. (b) Intangible assets consists of backlog, customer relationships, and license agreements related to the license rights to use certain Honeywell intellectual property and are recorded at estimated fair values. The estimated fair value of these license agreements are based on a variation of the income valuation approach and are determined using the relief from royalty method. The estimated fair value of the backlog and customer relationships are based on a variation of the income valuation approach known as the multi-period excess earnings method. Refer to the Company’s 2024 10K, Note 5, “Intangible assets” for further details. (c) Goodwill represents the excess of the purchase consideration over the preliminary fair value of the net assets acquired. The goodwill recognized is primarily attributable to the expected synergies from the September 2024 Honeywell 13 Table of Contents Agreement. Goodwill resulting from the September 2024 Honeywell Agreement has been assigned to the Company’s one reporting unit. ​ Transition services agreement ​ Concurrent with the September 2024 Honeywell Agreement, the Company entered into a transition services agreement (the “2024 TSA”) with Honeywell, at no additional cost, to receive certain transitional services and technical support during the transition service period. The Company accounted for the 2024 TSA separate from business combination and has recognized $ 140,000 in prepaid expenses and other current assets within the consolidated balance sheets for the services to be received in the future from Honeywell. The prepaid expense related to the 2024 TSA was determined using the with and without method. For the three months ended December 31, 2024, the Company recognized no additional adjustments to prepaid expenses and other current assets within the consolidated balance sheets for services received from Honeywell. ​ Acquisition and related costs ​ For the fiscal year ended September 30, 2024, the Company incurred $ 589,000 of acquisition costs included in SG&A expenses in connection with the June 2023 Honeywell Agreement. The debt issuance costs related to the Term Loan were not material. For the three months ended December 31, 2024, the Company incurred $ 86,688 of costs in connection to the September 2024 Honeywell Agreement. For the three months ended December 31, 2023, the Company incurred no acquisition costs. ​ Unaudited actual and pro forma information ​ The following unaudited pro forma summary presents consolidated information of the Company, including the product lines, as if the transaction had occurred on October 1, 2023: ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended December 31, ​ 2023 Net sales ​ $ 12,021,871 Net income ​ $ 401,129 ​ These pro forma results are for illustrative purposes and are not indicative of the actual results of operations that would have been achieved, nor are they indicative of future results of operations. The unaudited pro forma information for all periods presented was adjusted to give effect to pro forma events that are directly attributable to the transaction and are factually supportable. The adjustments are based on information available to the Company at this time. Accordingly, the adjustments are subject to change, and the impact of such changes may be material. The unaudited pro forma results do not include any incremental cost savings that may result from the integration. ​ ​ June 2023 Honeywell Agreement ​ On June 30, 2023, the Company entered into an Asset Purchase and License Agreement with Honeywell whereby Honeywell sold certain assets and granted perpetual license rights to manufacture and sell licensed products related to its inertial, communication and navigation product lines to the Company. The transaction involves a sale of certain inventory, equipment and customer-related documents; an assignment of certain customer contracts; and a grant of exclusive and non-exclusive licenses to use certain Honeywell intellectual property related to its inertial, communication and navigation product lines to repair, overhaul, manufacture sell, import, export and distribute certain products to the Company. The transaction allows the Company to diversify its product offerings in the 14 Table of Contents aerospace industry. 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. In connection with the transaction, the Company entered into a term loan with PNC Bank, National Association for $ 20.0 million to fund a portion of the transaction (the “Term Loan”) – Refer to the Company’s 2024 10K, Note 8, “ Loan Agreement ” for further details. The purchase consideration transferred at the acquisition date was $ 35.9 million, which was entirely cash. In the third quarter of 2024 and within one year from the acquisition date, the Company finalized its accounting of the transaction. The following purchase price allocation table presents the Company's estimates of the fair value of assets acquired and liabilities assumed as of the acquisition date, and subsequent measurement period adjustments recorded during the one-year period ended June 30, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amounts Recognized as of ​ ​ ​ ​ ​ Acquisition Date Measurement Purchase Price ​ ​ (as previously reported) ​ Period Adjustments ​ Allocation Cash consideration ​ $ 35,860,000 ​ $ — ​ $ 35,860,000 Total consideration ​ $ 35,860,000 ​ $ — ​ $ 35,860,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ — Prepaid inventory (a) ​ $ 10,036,160 ​ $ ( 3,012,626 ) (d) $ 7,023,534 Equipment ​ ​ 2,609,000 ​ ​ 3,675,000 (d) ​ 6,284,000 Construction in progress ​ ​ 1,238,000 ​ ​ — ​ ​ 1,238,000 Intangible assets (b) ​ ​ 20,900,000 ​ ​ ( 3,660,000 ) (d) ​ 17,240,000 Goodwill (c) ​ ​ 4,608,041 ​ ​ ( 533,575 ) (d)(e) ​ 4,074,466 Assets acquired ​ ​ 39,391,201 ​ ​ ( 3,531,201 ) ​ ​ 35,860,000 Accrued expenses ​ ​ ( 3,531,201 ) ​ ​ 3,531,201 (e) ​ — Liabilities assumed ​ ​ ( 3,531,201 ) ​ ​ 3,531,201 ​ ​ — Net assets acquired ​ $ 35,860,000 ​ $ — ​ $ 35,860,000 ​ ​ (a) Prepaid inventory consists of raw materials and finished goods acquired by the Company but not in the Company’s physical possession as of the acquisition date. The fair value of raw materials was estimated to equal the replacement cost. The fair value of finished goods was determined based on the estimated selling price, net of selling costs and a margin on the selling activities, which resulted in a change in the value of the finished goods. (b) Intangible assets consist of license agreement related to the license rights to use certain Honeywell intellectual property and customer relationships and are recorded at estimated fair values. The estimated fair value of the license agreement is based on a variation of the income valuation approach and is determined using the relief from royalty method. The estimated fair value of the customer relationships is based on a variation of the income valuation approach known as the multi-period excess earnings method. Refer to Intangible assets within Note 2, “ Supplemental Balance Sheet Disclosures ” for further details. (c) Goodwill represents the excess of the purchase consideration over the estimated fair value of the assets acquired and liabilities assumed. The goodwill recognized is primarily attributable to the expected synergies from the transaction. Goodwill resulting from the transaction has been assigned to the Company’s one operating segment and one reporting unit. (d) In the third quarter of 2024 and within one year from the acquisition date, the Company identified measurement period adjustments related to fair value estimates. The measurement period adjustments were due to the refinement of inputs used to calculate the fair value of the prepaid inventory, equipment, license agreement and customer relationships based on facts and circumstances that existed as of the acquisition date. One of the refinements of inputs used was a change in classification of prepaid inventory to equipment of $ 3.7 million. The adjustments resulted in an overall increase to goodwill of $ 3.0 million. As a result of the measurement period adjustments to the estimated fair values of equipment and customer relationships, during the third quarter of 2024, the Company recognized $ 218,623 additional depreciation expense in cost of sales and $ 67,500 additional amortization expense in selling, general and administrative respectively, related to the effects that would have been recognized in previous quarters if the measurement period adjustments were recognized as of the acquisition date. For the remaining measurement period adjustments, the change to the preliminary fair value estimates did not have a material impact to the condensed consolidated statement of operations. 15 Table of Contents (e) During the fourth quarter of 2023, the Company identified measurement period adjustments related to the fair value estimates for accrued expenses. While the Asset Purchase and License Agreement indicated an amount of liabilities related to open supplier purchase orders to be assumed by the Company as of the acquisition date, it was determined that there were no actual liabilities outstanding related to these open supplier purchase orders as of the acquisition date; therefore, the $ 3.5 million assumed liabilities preliminarily recorded were reversed. The adjustments resulted in an overall decrease to goodwill of $ 3.5 million; the adjustments have no impact to the condensed consolidated statement of operations. Transition services agreement Concurrent with the June 2023 Honeywell Agreement, the Company entered into a transition services agreement (the “2023 TSA”) with Honeywell, at no additional cost, to receive certain transitional services and technical support during the transition service period. The Company accounted for the 2023 TSA separate from the business combination and has recognized $ 140,000 in prepaid expenses and other current assets within the consolidated balance sheet as of the acquisition date for the services to be received in the future from Honeywell. The prepaid expense related to the 2023 TSA was determined using the with and without method. Other ​ On July 22, 2024, the Company completed the July 2024 Honeywell Asset Acquisition of certain additional assets related to its communication and navigation product lines, including a sale of certain inventory and customer-related documents; an assignment of certain contracts; and a grant of exclusive and non-exclusive licenses to use certain Honeywell intellectual property related to its communication and navigation product lines to manufacture, upgrade and repair certain additional products for consideration of $ 4.2 million in cash. The Company accounted for the transaction as an asset acquisition and allocated the cost of the acquisition, including direct and incremental transaction costs, to the tangible and intangible assets based on their relative fair value as detailed under ASC 805 – Business Combinations (“ASC 805”). Definite lived assets were recorded to the relative fair value of $ 2,601,000 to property and equipment and $ 430,000 to customer relationships and backlog. Since license agreements are indefinite lived assets, they were recorded at fair value in the amount of $ 1,240,000 in accordance with ASC 805. Inventories Inventories are stated at the lower of cost (first-in, first-out) or net realizable value, net of write-downs for excess and obsolete inventory and consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, September 30, ​ ​ 2024 ​ 2024 Raw materials ​ $ 12,227,940 ​ $ 9,862,591 Work-in-process ​ 1,590,822 ​ 1,357,504 Finished goods ​ 1,688,089 ​ 1,512,286 ​ ​ $ 15,506,851 ​ $ 12,732,381 ​ Prepaid expenses and other current assets Prepaid expenses and other current assets consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, September 30, ​ ​ 2024 ​ 2024 Prepaid insurance ​ $ 292,636 ​ $ 54,197 Honeywell TSA Agreement ​ ​ 70,000 ​ ​ 140,000 Other ​ 1,203,247 ​ 967,197 ​ ​ $ 1,565,883 ​ $ 1,161,394 ​ 16 Table of Contents Intangible assets ​ The Company’s intangible assets other than goodwill are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2024 ​ Gross Carrying Accumulated Accumulated Net Carrying ​ ​ Value Impairment Amortization Value License agreement (a) ​ $ 9,140,000 ​ $ — ​ $ — ​ $ 9,140,000 Customer relationships (a) ​ 13,284,327 ​ — ​ ( 1,809,762 ) ​ 11,474,565 Backlog (b) ​ ​ 6,310,000 ​ ​ — ​ ​ ( 394,375 ) ​ ​ 5,915,625 Licensing and certification rights (c) ​ 696,506 ​ ( 44,400 ) ​ ( 638,285 ) ​ 13,821 Total ​ $ 29,430,833 ​ $ ( 44,400 ) ​ $ ( 2,842,422 ) ​ $ 26,544,011 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of September 30, 2024 ​ Gross Carrying Accumulated Accumulated Net Carrying ​ Value Impairment Amortization Value License agreement (a) ​ $ 9,140,000 ​ $ — ​ $ — ​ $ 9,140,000 Customer relationships (a) ​ 13,008,332 ​ — ​ ( 1,459,861 ) ​ 11,548,471 Backlog (b) ​ ​ 6,310,000 ​ ​ — ​ ​ — ​ ​ 6,310,000 Licensing and certification rights (c) ​ 696,506 ​ ( 44,400 ) ​ ( 638,285 ) ​ 13,821 Total ​ $ 29,154,838 ​ $ ( 44,400 ) ​ $ ( 2,098,146 ) ​ $ 27,012,292 ​ (a) As part of the September 2024 Honeywell Agreement, the July 2024 Honeywell Asset Acquisition, and the June 2023 Honeywell Agreement transactions, the Company acquired intangible assets related to the license agreements for the license rights to use certain Honeywell intellectual property, backlog and customer relationships. The license agreements have an indefinite life and are not subject to amortization; the customer relationships have an estimated weighted average life of ten years . ​ (b) As part of the September 2024 Honeywell Agreement, the Company acquired intangible assets related to backlog with a useful life of four years . ​ (c) The licensing, and certification rights are amortized over a defined number of units. ​ 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 as of December 31, 2024 is as follows: ​ ​ ​ ​ ​ ​ ​ Amortization Expense 2025 (nine months remaining) ​ $ 2,218,895 2026 ​ ​ 2,958,527 2027 ​ ​ 2,958,527 2028 ​ 2,958,527 2029 ​ 1,381,027 Thereafter ​ 4,914,687 Total ​ $ 17,390,190 ​ 17 Table of Contents Property and equipment Property and equipment, net consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, September 30, ​ ​ 2024 ​ 2024 Computer equipment ​ $ 2,922,175 ​ $ 2,416,795 Furniture and office equipment ​ 984,205 ​ 984,205 Buildings and improvements ​ 6,241,299 ​ 6,198,690 Equipment other ​ 15,312,781 ​ 15,161,225 Land ​ 1,021,245 ​ 1,021,245 ​ ​ 26,481,705 ​ 25,782,160 Less accumulated depreciation and amortization ​ ( 13,032,661 ) ​ ( 12,409,862 ) ​ ​ $ 13,449,044 ​ $ 13,372,298 ​ Depreciation and amortization related to property and equipment was $ 622,799 and $ 142,921 for the three months ended December 31, 2024 and 2023, respectively. Other assets Other assets consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, September 30, ​ ​ 2024 ​ 2024 Operating lease right-of-use assets ​ $ — ​ $ 2,100 Other non-current assets ​ 150,119 ​ 471,625 ​ ​ $ 150,119 ​ $ 473,725 ​ Other non-current assets as of December 31, 2024 and September 30, 2024 consists primarily of deposits for medical claims required under the Company’s medical plan. ​ Accrued expenses Accrued expenses consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, September 30, ​ ​ 2024 ​ 2024 Warranty ​ $ 522,724 ​ $ 596,538 Salary, benefits and payroll taxes ​ 426,558 ​ 1,685,372 Professional fees ​ 142,709 ​ 262,320 Operating lease ​ ​ — ​ ​ 2,100 Income tax payable ​ ​ 1,596,511 ​ ​ 1,194,185 Other ​ 1,594,964 ​ 868,779 ​ ​ $ 4,283,466 ​ $ 4,609,294 ​ Warranty cost and accrual information for the three months ended December 31, 2024 is highlighted below: ​ ​ ​ ​ ​ ​ ​ Three Months Ending ​ ​ ​ December 31, 2024 Warranty accrual, beginning of period ​ $ 596,538 ​ Accrued expense (Adjustment) ​ ( 20,000 ) ​ Warranty cost ​ ( 53,814 ) ​ Warranty accrual, end of period ​ $ 522,724 ​ ​ 18 Table of Contents ​ 3. Income Taxes The Company will continue to assess all available evidence during future periods to evaluate any changes to the realization of its deferred tax assets. If the Company were to determine that it would be able to realize additional state deferred tax assets in the future, it would make an adjustment to the valuation allowance which would reduce the provision for income taxes. 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 rates for the three-months ended December 31, 2024 and 2023 were 20.1 % and 21.8 %, respectively. The effective tax rate for the three months ended December 31, 2024 differs from the statutory tax rate primarily due to the effect of state income taxes, tax credits and certain nondeductible expenses. The effective tax rate for the three months ended December 31, 2023 differs from the statutory tax rate primarily due to higher state taxes as a result of a taxable gain recognized from the sale of the Company’s King Air aircraft. ​ 4. Shareholders’ Equity and Share-Based Payments At June 30, 2024, the Company’s Amended and Restated Articles of Incorporation provides the Company authority to issue 75,000,000 shares of common stock and 10,000,000 shares of preferred stock. 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. Amended and Restated 2019 Stock-Based Incentive Compensation Plan The Company’s 2019 Stock-Based Incentive Compensation Plan (as amended, the “2019 Plan”) was approved by the Company’s shareholders at the Company’s Annual Meeting of Shareholders held on April 2, 2019. The 2019 Plan authorizes the grant of stock appreciation rights, restricted stock, options, performance based equity awards, and other equity-based awards. Options granted under the 2019 Plan may be either “incentive stock options” as defined in Section 422 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or nonqualified stock options, as determined by the Compensation Committee. ​ Subject to an adjustment necessary upon a stock dividend, recapitalization, forward split or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase or share exchange, extraordinary or unusual cash distribution, or similar corporate transaction or event, the maximum number of shares of common stock available for awards under the 2019 Plan is 750,000 , plus 139,691 shares of common stock that were authorized but unissued under the Company’s 2009 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 December 31, 2024, there were 1,679,135 shares of common stock available for awards under the 2019 Plan. If any award is forfeited, terminates or otherwise is settled for any reason without an actual distribution of shares to the participant, the related shares of common stock subject to such award will again be available for future grant. Any shares tendered by a participant in payment of the exercise price of an option or the tax liability with respect to an award (including, in any case, shares withheld from any such award) will not be available for future grant under the 2019 Plan. If there is any change in the Company’s corporate capitalization, the Compensation Committee must proportionately and equitably adjust the number and kind of shares of common stock which may be issued in connection with future awards, the number and kind of shares of common stock covered by awards then outstanding under the 2019 Plan, the aggregate number and kind of shares of common stock available under the 2019 Plan, any applicable individual limits on the number of shares of common stock available for awards under the 2019 Plan, the exercise or grant price of any award, or if deemed appropriate, make provision for a cash payment with respect to any outstanding award. In addition, the Compensation Committee may make adjustments in the terms and conditions of any awards, including any performance goals, in recognition of unusual or nonrecurring events affecting the Company or any subsidiary, or in response to changes in applicable laws, regulations, or accounting principles. 19 Table of Contents 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. Market-Based Restricted Stock Units During the three months ended December 31, 2024, to better align executive compensation with the Company’s Total Shareholder Return (“TSR”), the Board approved a special one-time grant of 201,000 market-based restricted stock units (“MSUs”) to the Company’s Chief Executive Officer under the terms and conditions of the 2019 Plan. The MSU is a restricted stock unit containing vesting terms conditional upon the attainment of both 1) continued service to vesting and 2) stock price appreciation targets indexed against the Company’s actual stock price performance over a specified measurement period. Under the terms of the 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 MSU’s 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. ​ 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 MSU’s awards and the derived vesting periods using a Monte Carlo simulation with the following input assumptions: ​ ​ ​ Number of MSU's Granted 201,000 Grant Date November 20, 2024 Grant Date Stock Price $ 7.72 Expected Dividend Rate 0 % Expected Volatility 45 % Weighted average risk-free interest rate 4.27 % Contractual Term 4 years ​ Utilizing Monte Carlo simulation, the MSU’s grant date fair value was estimated to be $ 1,138,557 with a $ 5.66 weighted average grant date fair value per award and the derived vesting periods were estimated to be between 0.8 years and 1.7 years. For the three months ended December 31, 2024, the Company recognized $ 117,108 of compensation expense related to MSU awards. As of December 31, 2024, unrecognized compensation expense of $ 1,021,449 associated with non-vested MSU’s will be recognized in future periods under the 2019 Plan. During the three months ended December 31, 2024, no MSUs vested or were forfeited. ​ 20 Table of Contents The compensation expense related to stock options, and restricted stock awards issued to employees under the 2019 Plan was $ 206,527 and $ 155,581 for the three months ended December 31, 2024 and 2023, respectively. The compensation expense under the 2019 Plan related to restricted stock awards issued to non-employee members of the Board was $ 73,026 and $ 50,135 for the three months ended December 31, 2024 and 2023, respectively. Total compensation expense associated with the 2019 Plan was $ 396,661 and $ 205,716 for the three months ended December 31, 2024 and 2023, respectively. As of December 31, 2024, unrecognized compensation expense of approximately $ 1,141,422 net of forfeitures, related to non-vested restricted stock under the 2019 Plan, will be recognized in future periods. As of December 31, 2024, unrecognized compensation expense of approximately $ 459,721 , net of forfeitures, related to non-vested stock options under the 2019 Plan, will be recognized in future periods. For the three-months ended December 31, 2024, 361,613 diluted weighted-average shares outstanding were excluded from the computation of diluted earnings per share (“EPS”), because the effect would be anti-dilutive. ​ 5. Earnings Per Share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended December 31, ​ 2024 2023 Numerator: ​ ​ ​ ​ ​ ​ Net income ​ $ 736,192 ​ $ 1,057,350 Denominator: ​ ​ ​ ​ ​ ​ Basic weighted average shares ​ 17,514,193 ​ 17,451,362 Dilutive effect of share-based awards ​ 69,844 ​ 23,544 Diluted weighted average shares ​ 17,584,037 ​ 17,474,906 ​ ​ ​ ​ ​ ​ ​ Net income per common share: ​ ​ ​ ​ ​ ​ Basic ​ $ 0.04 ​ $ 0.06 Diluted ​ $ 0.04 ​ $ 0.06 ​ 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. The number of incremental shares from the assumed exercise of stock options, and RSUs is calculated by using the treasury stock method. The number of incremental shares from assumed vestings of MSU’s is calculated using the ‘if-converted method.’ As of December 31, 2024 no outstanding MSU’s were included in the three months ended December 31, 2024 weighted-average diluted shares calculation using the if converted method. As of December 31, 2024 and 2023, there were 361,613 and 224,374 options to purchase common stock outstanding, respectively, and 201,000 and 0 MSU’S subject to vesting outstanding, respectively. As of December 31, 2024 and 2023, there were 204,707 and 101,968 shares of restricted stock units subject to vesting outstanding, respectively. The weighted average outstanding diluted shares calculation excludes options 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 December 31, 2024 and 2023, respectively, 361,613 and 213,409 diluted weighted-average shares outstanding were excluded from the computation of diluted EPS because the effect would be anti-dilutive. 21 Table of Contents 6. Commitments and Contingencies In the ordinary course of business, the Company is at times subject to various legal proceedings and claims. The Company does not believe any such matters that are currently pending will, individually or in aggregate, have a material effect on the results of operations or financial position. ​ 7. Related Party Transactions ​ In recent years, the Company has had sales to AML Global Eclipse, LLC (“Eclipse”), whose principal shareholder is also a principal shareholder in the Company. Prior balances are disclosed below for comparability. ​ Sales to Eclipse amounted to approximately $ 5,981 and $ 84,500 for the three months ended December 31, 2024 and 2023, respectively. ​ A company in which Parizad Olver (Parchi), a former member of the Board, is the managing partner and has an ownership interest, received a consulting fee of $ 72,990 in November 2023 for services provided in connection with the sale of the Company’s 2008 Super King Air B200GT SN BY-50. ​ On October 18, 2024, the Company entered into a consulting agreement with Peduzzi Associated, ltd. (“PAL”), an entity in which Maj. General Dean serves as President. PAL will provide consulting services in support of the Company’s business development growth into the DoD. The term of the agreement is for one year and in consideration for services the Company will pay PAL a retainer of $ 9,500 per month. For the three months ended December 31, 2024, the Company paid PAL $ 28,500 . ​ ​ 8. Loan Agreement ​ On June 28, 2023, the Company and one of its subsidiaries entered into an Amendment to Loan Documents (the “Loan Amendment”) with PNC Bank, National Association (the “PNC”), which amends certain terms of that certain Loan Agreement entered into by the parties on May 11, 2023 (the “Loan Agreement” and, as amended, the “Amended Loan Agreement”) and (ii) a corresponding Term Note in favor of PNC (the “Term Note”), which together provide for a senior secured term loan in an aggregate principal amount of $ 20.0 million, with a maturity date of June 28, 2028. Availability of funds under the Term Loan was conditioned upon the closing of the transactions contemplated by the Amended Loan Agreement and was used to fund a portion of the 2023 transaction with Honeywell. Under the agreement, the Company has the right to prepay any amounts outstanding at any time and from time to time, whole or in part; subject to payment of any break funding indemnification amounts. ​ The interest rate applicable to loans outstanding under the Term Loan is a floating interest rate equal to the sum of (A) the Term SOFR Rate (as defined in the Term Note) plus (B) an unadjusted spread of the Applicable SOFR Margin plus (C) a SOFR adjustment of ten basis points. The Applicable SOFR Margin ranges from 1.5 % to 2.5 % depending on the Company’s funded debt to EBITDA ratio. Commencing on June 30, 2023, the Term Loan consists of sixty equal monthly principal installments, over a period of ten years , with the balance payable on the maturity date of the Term Loan. ​ In addition to providing for the Term Loan, the Loan Agreement, together with a corresponding Revolving Line of Credit Note in favor of PNC, executed May 11, 2023, provided for a senior secured revolving line of credit in an aggregate principal amount of $ 10,000,000 , with an expiration date of May 11, 2028 (the “Revolving Line of Credit”). ​ On December 19, 2023, the Company and PNC entered into an Amendment to the Loan (the “Restated Loan Amendment”) and a corresponding Amended and Restated Revolving Line of Credit Note (“Restated Line of Credit Note”) and Amended and Restated Line of Credit and Investment Sweep Rider (the “Restated Rider”), to increase the aggregate principal amount available under the Company’s senior secured revolving line of credit from $ 10,000,000 to $ 30,000,000 and extend the maturity date until December 19, 2028. ​ On September 30, 2024, the Company and one of its subsidiaries, Innovative Solutions and Support, LLC (“ISSL,” entered into an Amendment to Loan Documents (the “Loan 2024 Amendment”) with PNC, which amends certain terms of the Loan Agreement to increase the line of credit with PNC. Concurrently with the Loan 2024 Amendment, the Company entered into (i) an Amended and Restated Revolving Line of Credit in favor of PNC (the “A&R Revolving Line of Credit”), and (ii) an Amended and Restated Line of Credit and Investment Sweep Rider with PNC (the “A&R Rider”). ​ 22 Table of Contents The A&R Revolving Line of Credit Note provides for a senior secured revolving line of credit in an aggregate principal amount of $ 35,000,000 , with an expiration date of December 19, 2028. The interest rate applicable to loans outstanding under the A&R Revolving Line of Credit is a rate per annum equal to the sum of (A) Daily SOFR (as defined in the A&R Revolving Line of Credit Note) plus (B) an unadjusted spread of the Applicable SOFR Margin plus (C) a SOFR adjustment of ten basis points. The applicable SOFR Margin ranges from 1.5 % to 2.5 % depending on the Company’s funded debt to EBITDA ratio as defined in the A&R Revolving Line of Credit Note. The A&R Rider provides for how PNC will make advances to the Company under the AR Revolving Line of Credit. ​ The Company was in compliance with all applicable covenants throughout and at December 31, 2024. As of the three months ended December 31, 2024, The outstanding balance drawn on the A&R Revolving Line of Credit was $ 26,512,491 with an effective interest rate of 6.3 percent. As of December 31, 2024, the Company had availability of $ 8,487,509 under the A&R Revolving Line of Credit. ​ ​ 9. Subsequent Events ​ On January 27, 2025, the Board increased the size of the Board to six directors and appointed Denise Devine to serve as an independent director, effective immediately, for a term until the Company’s next annual meeting of shareholders or until her successor is duly elected and qualified or until her earlier death, disqualification, resignation or removal. In connection therewith, Ms. Devine was also appointed by the Board to serve as a member of the Audit Committee. ​ On February 13, 2025, the performance condition for 67,000 units of MSUs granted to the Company’s Chief Executive Officer was met, these shares will vest according to the Company’s Amended and Restated 2019 Stock-Based Incentive Compensation Plan. ​ ​