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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 30, 2023
INNOVATIVE SOLUTIONS AND SUPPORT, INC.
(Exact name of registrant as specified in its
charter)
Pennsylvania |
0-31157 |
23-2507402 |
(State or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
720 Pennsylvania Drive
Exton, Pennsylvania 19341
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code
(610)
646-9800
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
Common Stock, par value $0.001 per share |
ISSC |
Nasdaq
Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company. ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Explanatory Note
On September
13, 2023, Innovative Solutions and Support, Inc. (the “Company”) filed an amendment on Form 8-K/A ( “Amendment No. 1”)
to its Current Report on Form 8-K originally filed with the Securities and Exchange Commission on July 7, 2023 (the “Original Filing”
and together with Amendment No. 1 the “Prior 8-K Filing”).
This Amendment
No. 2 to Current Report on Form 8-K/A (“Amendment No. 2”) is being filed to amend and restate Amendment No. 1 as set forth
herein, solely to: (i) update the date of the Report of Independent Certified Public Accountants included in Exhibit 99.1 from September
13, 2023 to September 14, 2023 and include a signed Consent of Independent Certified Public Accountants in Exhibit 23.1, which were inadvertently
filed with Amendment No. 1 before the Company’s independent certified public accountant had provided its signed report and consent,
and (ii) correct certain immaterial scrivener’s errors set forth in Item 9.01 of Amendment No. 1 and Exhibit 99.1 thereto. Except
for the changes outlined in this Explanatory Note, this Amendment No. 2 does not amend, modify or update the disclosure contained in the
Prior 8-K Filing (including the exhibits thereto). The abbreviated financial statements and unaudited pro forma condensed combined financial
statements included in Exhibits 99.1 and 99.2, respectively, are not affected by this Amendment No. 2.
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
On July 7, 2023, Innovative Solutions
and Support, Inc. (the “Company”) filed a Current Report on Form 8-K reporting that on June 30, 2023 the Company entered
into and closed the transactions contemplated by that certain Asset Purchase and License Agreement with Honeywell International Inc. (“Honeywell”),
pursuant to which Honeywell sold, assigned or licensed certain assets related to its legacy inertial, communication and navigation product
lines (the “Acquired Business”).
This Current Report on Form 8-K/A
amends the original Form 8-K to provide the historical financial statements of the Acquired Business required under Item 9.01(a) of Form
8-K and the pro forma financial information required under Item 9.01(b) of Form 8-K. Except as set forth herein, this amendment does not
amend, modify or update the disclosure contained in the original Form 8-K (including the exhibits thereto).
| Item 9.01. | Financial Statements and Exhibits. |
|
(a) |
Financial Statements of Businesses Acquired. |
The audited abbreviated financial
statements of the Acquired Business as of and for the years ended December 31, 2022 and 2021, and the unaudited abbreviated financial
statements of the Acquired Business as of and for the six months ended June 30, 2023 and for the six months ended June 30, 2022, in each
case with the accompanying notes, together with the Independent Auditors’ Report thereon, are filed as Exhibit 99.1 to this Current
Report on Form 8-K/A and are incorporated herein by reference.
| (b) | Pro Forma
Financial Information. |
The unaudited pro forma condensed
combined financial statements of the Company and the Acquired Business for the nine months ended June 30, 2023 and for the year ended
September 30, 2022 are included as Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated by reference herein.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
|
|
|
INNOVATIVE SOLUTIONS AND SUPPORT, INC. |
|
|
|
|
|
|
|
|
|
|
Date: |
September 15, 2023 |
|
By: |
/s/ Michael Linacre |
|
|
|
|
Michael Linacre |
|
|
|
|
Chief Financial Officer |
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated September
14, 2023, with respect to the abbreviated financial statements of the Acquired Product Lines of Honeywell International (the “Product
Lines”), which comprise the statements of assets acquired as of December 31, 2022 and 2021, and the statements of revenue and direct
expenses for the year ended December 31, 2022 and 2021, included in this Current Report of Innovative Solutions and Support, Inc. on Form
8-K/A. We consent to the incorporation by reference of said report in the Registration Statements of Innovative Support and Solutions,
Inc. on Form S-3 (File No. 333-267595) and Forms S-8 (File No. 333-163712 and File No. 333-235689).
/s/ GRANT THORNTON LLP
Philadelphia, Pennsylvania
September 14, 2023
Exhibit 99.1
ACQUIRED HONEYWELL
PRODUCT LINES
ABBREVIATED FINANCIAL
STATEMENTS
AS OF AND FOR THE
YEARS ENDED DECEMBER 31, 2022 AND 2021 (Audited)
AS OF AND FOR THE
SIX MONTHS ENDED JUNE 30, 2023 (Unaudited) AND
FOR THE SIX MONTHS
ENDED JUNE 30, 2022 (Unaudited)
ACQUIRED HONEYWELL PRODUCT
LINES
INDEX TO ABBREVIATED
FINANCIAL STATEMENTS
|
Page |
|
|
Report of Independent Certified Public Accountants |
1 |
Abbreviated Financial Statements: |
|
Statements of Assets Acquired as of December 31, 2022
and 2021 (Audited) and as of June 30, 2023 (Unaudited) |
3 |
Statements of Revenues and Direct Expenses for the years
ended December 31, 2022 and 2021 (Audited) and for the six months ended June 30, 2023 and 2022 (Unaudited) |
4 |
Notes to Abbreviated Financial Statements |
5 |
REPORT OF INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS |
|
Board of Directors
Innovative Solutions and Support, Inc.
Opinion
We have audited the abbreviated financial statements of the Acquired
Honeywell Products Lines (the “Product Lines”), which comprise the statements of assets acquired as of December 31,
2022 and 2021, and related statements of revenue and direct expenses for the years ended December 31, 2022 and 2021, and the related
notes to the financial statements.
In our opinion, the accompanying abbreviated financial statements
present fairly, in all material respects, the statements of assets acquired as of December 31, 2022 and 2021, and related statements
of revenue and direct expenses for the years ended December 31, 2022 and 2021, in accordance with accounting principles generally
accepted in the United States of America.
Emphasis of a Matter
As described in Note 1, the accompanying abbreviated financial statements
have been prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission for inclusion
in an amendment to a Form 8-K to be filed by Innovative Solutions and Support, Inc. and are not intended to be a complete presentation
of assets, liabilities, revenues and expenses of the Product Lines. Our opinion is not modified with respect to this matter.
Basis for opinion
We conducted our audits of the abbreviated financial statements in
accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities under those standards
are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are
required to be independent of the Product Lines and to meet our other ethical responsibilities in accordance with the relevant ethical
requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion.
Responsibilities of management for the financial statements
Management is responsible for the preparation and fair presentation
of the abbreviated financial statements in accordance with accounting principles generally accepted in the United States of America,
and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of abbreviated
financial statements that are free from material misstatement, whether due to fraud or error.
|
In preparing the abbreviated
financial statements, management is required to evaluate whether there are conditions or
events, considered in the aggregate, that raise substantial doubt about the Product Line’s
ability to continue as a going concern for one year after
the date the financial statements are issued.
Auditor’s responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether the
abbreviated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not
a guarantee that an audit conducted in accordance with US GAAS will always detect a material misstatement when it exists. The risk of
not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there
is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based
on the abbreviated financial statements.
In performing an audit in accordance with US GAAS, we:
●
Exercise professional judgment and maintain professional skepticism throughout the audit.
●
Identify and assess the risks of material misstatement of the abbreviated financial statements,
whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining,
on a test basis, evidence regarding the amounts and disclosures in the financial statements.
●
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Product
Line’s internal control. Accordingly, no such opinion is expressed.
●
Evaluate the appropriateness of accounting policies used and the reasonableness of significant
accounting estimates made by management, as well as evaluate the overall presentation of the abbreviated financial statements.
●
Conclude whether, in our judgment, there are conditions or events, considered in the aggregate,
that raise substantial doubt about the Product Line’s ability to continue as a going concern for a reasonable period of time.
We are required to communicate with those charged with governance
regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related
matters that we identified during the audit.
/s/ GRANT THORNTON LLP
Philadelphia, Pennsylvania
September 14, 2023
|
ACQUIRED HONEYWELL
PRODUCT LINES
ABBREVIATED FINANCIAL STATEMENTS
STATEMENT OF ASSETS ACQUIRED
(U.S. Dollars)
| |
December 31, | | |
June 30, | |
| |
2022 | | |
2021 | | |
2023 | |
| |
| | |
| | |
(Unaudited) | |
ASSETS | |
| | | |
| | | |
| | |
Current assets: | |
| | | |
| | | |
| | |
Inventory, net | |
$ | 8,908,303 | | |
$ | 9,875,596 | | |
$ | 9,072,933 | |
Total current assets | |
| 8,908,303 | | |
| 9,875,596 | | |
| 9,072,933 | |
Equipment, net | |
| 1,304,068 | | |
| 885,242 | | |
| 1,509,155 | |
Total assets acquired | |
$ | 10,212,371 | | |
$ | 10,760,838 | | |
$ | 10,582,088 | |
The accompanying notes are an integral part
of these abbreviated financial statements.
ACQUIRED HONEYWELL
PRODUCT LINES
ABBREVIATED FINANCIAL
STATEMENTS
STATEMENT OF REVENUES AND DIRECT EXPENSES
(U.S. Dollars)
| |
Year Ended | | |
Six Months Ended | |
| |
December 31,
2022 | | |
December 31,
2021 | | |
June 30,
2023 | | |
June 30,
2022 | |
| |
| | |
| | |
| | |
| |
| |
| | |
| | |
(Unaudited) | |
Net sales | |
$ | 21,478,069 | | |
$ | 20,555,260 | | |
$ | 8,948,683 | | |
$ | 11,661,016 | |
Direct costs and operating expenses | |
| | | |
| | | |
| | | |
| | |
Cost of sales | |
| 10,376,350 | | |
| 11,247,287 | | |
| 3,117,432 | | |
| 3,403,593 | |
Selling, general and administrative expenses | |
| 1,547,249 | | |
| 1,461,575 | | |
| 1,004,161 | | |
| 1,476,470 | |
Total direct costs and operating expenses | |
| 11,923,599 | | |
| 12,708,862 | | |
| 4,121,593 | | |
| 4,880,063 | |
Net sales in excess of direct costs and operating expenses | |
$ | 9,554,470 | | |
$ | 7,846,398 | | |
$ | 4,827,090 | | |
$ | 6,780,953 | |
The accompanying notes are an integral part
of these abbreviated financial statements.
ACQUIRED HONEYWELL
PRODUCT LINES
ABBREVIATED FINANCIAL
STATEMENTS
NOTES TO ABBREVIATED FINANCIAL STATEMENTS
1. Nature of the Business and Basis of Presentation
Description of the Transaction
On June 30, 2023 (the “Acquisition
Date”), Innovative Solutions and Support, Inc. (the “Company”) entered into and closed the transactions contemplated
by an Asset Purchase and License Agreement with Honeywell International, Inc. (“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 (the “Product Lines”) to the Company (the “Transaction”). The Transaction involved 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 consideration of $36.0 million in cash. Concurrent
with the Transaction, the Company entered into a transition services agreement with Honeywell, at no additional costs, to receive certain
transitional services and technical support during the transition service period.
Basis of Presentation
The accompanying abbreviated financial statements,
which consist of the statements of assets acquired as of December 31, 2022 and 2021 and June 30, 2023 and related statements
of revenues and direct expenses for the years ended December 31, 2022 and 2021 and the six months ended June 30, 2023 and 2022,
and the related notes thereto will henceforth be collectively referred to as the “Abbreviated Financial Statements”. The
Abbreviated Financial Statements were prepared for the purpose of complying with the requirements of Rule 3-05 of the U.S. Securities
Exchange Commission Regulation S-X and present the assets acquired and liabilities assumed and the related revenues and direct expenses
of the Product Lines of Honeywell. The Abbreviated Financial Statements are prepared in accordance with accounting principles generally
accepted in the United States of America and are unaudited with respect to the accompanying financial statements as of June 30,
2023 and the six months ended June 30, 2023 and 2022.
The Product Lines were not a separate legal entity,
subsidiary, or operating segment of Honeywell; they were a fully integrated part of Honeywell’s consolidated business and operations
and did not represent a substantial portion of Honeywell’s assets and liabilities. It is impracticable to prepare complete financial
statements related to the Product Lines as Honeywell has not accounted for the Product Lines on a stand-alone basis or as a separate
division or subsidiary, nor has Honeywell maintained the distinct and separate books and records necessary to prepare full stand-alone
or carve-out financial statements. As a result, the statements of revenues and direct expenses were derived from the operating activities
directly attributable to the Product Lines from Honeywell’s books and records and contain certain estimates and allocation methodologies.
Although management is unable to determine all of the actual costs, expenses and resulting operating results associated with the Product
Lines, it considers the allocation of such items to be reasonable for the periods presented. However, the revenues and direct expenses
of the Product Lines may differ from the results that would have been achieved had the Product Lines operated as a separate entity and
may not necessarily reflect the assets and liabilities or revenues and expenses of the Product Lines on a stand-alone basis in the future.
In addition, and as described further in Note
2, the statements of revenues and direct expenses exclude corporate overhead costs borne by Honeywell to support the Product Lines. As
such, the statements are not indicative of the future results of Product Lines as they omit various operating expenses that the Company
will incur to operate the Product Lines in the future.
2. Corporate Overhead Accounting Consideration
Honeywell performs certain functions for the
Product Lines including, but not limited to, corporate management, certain legal services, administration of insurance, regulatory and
compliance, treasury, information systems, finance, corporate income tax administration, employee compensation and benefit management,
facilities and other corporate expenses. The costs of these functions historically have not been allocated to its products, and are not
directly attributable or specifically identifiable to the Product Lines, and therefore, are not included in the Abbreviated Financial
Statements. Income taxes and interest expenses have not been included in the accompanying statements as these expenses are not specifically
attributable to the Product Lines.
ACQUIRED HONEYWELL
PRODUCT LINES
ABBREVIATED FINANCIAL
STATEMENTS
NOTES TO ABBREVIATED FINANCIAL STATEMENTS
3. Summary of Significant Accounting Policies
Use of Estimates
The preparation of the Abbreviated Financial
Statements requires management to make estimates and assumptions that affect the reported amounts of direct assets and liabilities at
the date of the statements of assets acquired and the reported amounts of revenues and direct expenses during the reporting periods.
Significant estimates and assumptions reflected in these Abbreviated Financial Statements relate to inventory valuation, impairment and
useful lives of fixed assets, revenue recognition, and the allocation of certain operating expenses. Actual results could differ from
the estimates and assumptions used in preparing these Abbreviated Financial Statements.
Revenue Recognition
The Product Lines generates revenue from the
sale of products related to inertial, communication and navigation aircraft systems and through the provision of related services to
repair, overhaul and distribute certain related products. The revenue generating activities are primarily with non-contracted customers
and customers the Product Lines has entered into either a long-term maintenance service agreement or maintenance service plan with.
Revenue is measured as the amount of consideration
the Product Lines expects to receive in exchange for transferring goods or providing services. Product sales are recognized when the
Product Lines transfers control of the promised products to its customers which generally occurs at shipment. Service sales, principally
representing repair, overhaul and maintenance activities, are recognized over the contractual period or as services are rendered, depending
on the nature of the contract. Revenues under long-term maintenance service agreements are recognized as work is performed over the period
of the contract and is allocated to the Product Lines using costs incurred specific to the Product Line relative to total costs
on the contract.
Inventory
Inventories are stated at the lower of cost or
net realizable value, with cost determined on a first-in, first-out basis. Carrying value adjustments for inventory obsolescence are
equal to the difference between the cost and net realizable value. Net realizable value is the estimated selling price in the ordinary
course of business, less reasonably predictable costs of completion, disposal, and transportation.
Equipment
Equipment is stated at cost less accumulated
depreciation. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets. The estimated useful
lives range between three to fifteen years. Costs are considered construction in progress when the equipment is not ready for its intended
use. 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.
4. Revenue Recognition
The Product Lines' offering of various inertial,
communication and navigation products and services are sold to a variety of both U.S-based and international customers.
ACQUIRED HONEYWELL
PRODUCT LINES
ABBREVIATED FINANCIAL
STATEMENTS
NOTES TO ABBREVIATED FINANCIAL STATEMENTS
The Product Lines' customer base consists principally
of companies within the aviation industry, including air transport and airlines. Significant customers are those which the Product Lines
had customers that individually represented 10% or more of its revenue. The percentage of revenue from significant customers is as follows:
| |
Year Ended | | |
Six Months Ended | |
| |
December 31, | | |
June 30, | |
| |
2022 | | |
2021 | | |
2023 | | |
2022 | |
| |
| | |
| | |
| | |
| |
| |
| | |
| | |
(Unaudited) | |
Customer A | |
| 3 | % | |
| 12 | % | |
| 2 | % | |
| 3 | % |
Customer B | |
| 12 | % | |
| 7 | % | |
| 9 | % | |
| 11 | % |
Customer C | |
| 13 | % | |
| 7 | % | |
| 15 | % | |
| 8 | % |
Customer D | |
| 3 | % | |
| 4 | % | |
| 10 | % | |
| 3 | % |
5. Inventory
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, | | |
June 30, | |
| |
2022 | | |
2021 | | |
2023 | |
| |
| | |
| | |
(Unaudited) | |
Raw materials | |
$ | 3,793,004 | | |
$ | 3,567,345 | | |
$ | 3,151,789 | |
Finished goods | |
| 5,115,299 | | |
| 6,308,251 | | |
| 5,921,144 | |
Inventory, net | |
$ | 8,908,303 | | |
$ | 9,875,596 | | |
$ | 9,072,933 | |
6. Equipment
Equipment, net consist of the following:
| |
December 31, | | |
June 30, | |
| |
2022 | | |
2021 | | |
2023 | |
| |
| | |
| | |
(Unaudited) | |
Equipment | |
$ | 3,115,222 | | |
$ | 2,453,912 | | |
$ | 3,471,218 | |
Less accumulated depreciation | |
| (1,811,154 | ) | |
| (1,568,670 | ) | |
| (1,962,063 | ) |
Equipment, net | |
$ | 1,304,068 | | |
$ | 885,242 | | |
$ | 1,509,155 | |
Depreciation expense was $242,484 and $167,484
for the years ended December 31, 2022 and 2021, respectively. Depreciation expense was $150,909 and $121,242 for the six months
ended June 30, 2023 and 2022 (unaudited), respectively.
7. Commitments and Contingencies
In the ordinary course of business, the Product
Lines is involved in litigation, claims, government inquiries, investigations and proceedings, relating to intellectual property, commercial,
employment, environmental and regulatory matters. There are no such claims or disputes pending.
8. Subsequent Events
The Product Lines has evaluated subsequent events
through September 13, 2023, the date on which these Abbreviated Financial Statements were available to be issued, and is not aware
of any items that that would require adjustment to or disclosure in these Abbreviated Financial Statements and related notes.
Exhibit 99.2
UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL STATEMENTS
On June 30, 2023, Innovative
Solutions and Support, Inc. (the “Company” or “IS&S”) entered into an Asset Purchase and License Agreement
(the “Agreement”) with Honeywell International, Inc. (“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 (the “Product Lines”) to the Company (the “Transaction”). The following unaudited pro forma condensed combined
financial statements of IS&S present the combination of the historical financial information of IS&S and the Product Lines adjusted
to give effect to the Transaction to be accounted for under the acquisition method of accounting in accordance with Accounting Standards
Codification 805, Business Combinations (“ASC 805”).
In accordance with Rule 11-02(c)(1) of
Regulation S-X, a pro forma balance sheet has not been prepared to give effect to the Transaction as of June 30, 2023, as it is reflected
in the condensed consolidated balance sheet of IS&S included in the Company’s Quarterly Report on Form 10-Q for the period
ended June 30, 2023, which was filed with the U.S. Securities and Exchange Commission (“SEC”) on August 11, 2023.
The following tables
and accompanying notes (collectively the “Unaudited Pro Forma Condensed Combined Financial Statements”) present the Company’s
statements of operations on a pro forma combined basis after giving effect to the Transaction. The information in the tables below under
the heading “Unaudited Pro Forma Condensed Combined Statement of Operations” for the nine months ended June 30, 2023
and the year ended September 30, 2022 give effect to the Transaction as if it had taken place on October 1, 2021 (the “Unaudited
Pro Forma Condensed Combined Statements of Operations”).
The
pro forma transaction accounting adjustments are based upon currently available information and certain assumptions that the Company’s
management believes are reasonable. The Unaudited Pro Forma Condensed Combined Financial Statements are presented for informational purposes
only and are not intended to present or be indicative of what the results of operations or financial position would have been had the
events actually occurred on the date indicated, nor are they meant to be indicative of future results of operations or financial position
for any future period or as of any future date. The Unaudited Pro Forma Condensed
Combined Financial Statements do not include any adjustments not otherwise described herein; they
do not give effect to the potential impact of current financial conditions, or any anticipated revenue enhancements, cost savings,
operating synergies or dis-synergies that may result from the Transaction.
The
historical financial information of the Company being presented in these Unaudited Pro Forma Condensed Combined Financial Statements is
derived from the Company's unaudited consolidated statement of operations for the nine months ended June 30, 2023, and its audited
consolidated statement of operations for the fiscal year ended September 30, 2022, which were prepared in accordance with accounting
principles generally accepted in the United States of America (“GAAP”).
The historical financial
information of the Product Lines is derived (“carved-out”) from Honeywell’s consolidated financial statements, including
the unaudited consolidated statement of revenues and direct expenses for the six months ended June 30, 2023, the audited consolidated
statement of revenues and direct expenses for the year ended December 31, 2022 and the unaudited statement of assets acquired as
of June 30, 2023, which were prepared in accordance with GAAP and presented in the Product Lines’ Abbreviated Financial Statements
included in Exhibit 99.1 of this Form 8-K/A. Note 1 to the Product Lines’ Abbreviated Financial Statements provides further
information regarding the basis of presentation and allocations made in the Abbreviated Financial Statements. The Abbreviated Financial
Statements only reflect the Product Lines conveyed in the Agreement, and do not purport to reflect the financial position and results
of operations of the Product Lines had such business operated on a stand-alone basis during the periods presented.
The assumptions and estimates
underlying the unaudited adjustments to the Unaudited Pro Forma Condensed Combined Financial Statements are described in the accompanying
notes, which should be read together with the Unaudited Pro Forma Condensed Combined Financial Statements. In addition, the Unaudited
Pro Forma Condensed Combined Financial Statements should be read in conjunction with the following:
| · | The Company’s Annual Report on Form 10-K for the year ended September 30, 2022 filed with
the SEC on December 16, 2022; |
| · | The Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2023 filed with
the SEC on August 11, 2023; |
| · | The Product Lines’ audited Abbreviated Financial Statements as of December 31, 2022 and the
year ended December 31, 2022 included in Exhibit 99.1 of this Form 8-K/A; |
| · | The Product Lines’ unaudited Abbreviated Financial Statements as of June 30, 2023 and for the
six months ended June 30, 2023 and 2022 included in Exhibit 99.1 of this Form 8-K/A; and |
| · | The Product Lines’ unaudited financial information for the three months ended December 31,
2022 (used to determine the results of operations for the nine months ended June 30, 2023) not included in this Form 8-K/A. |
The Company has a fiscal year end of September 30
and the Product Lines’ audited Abbreviated Financial Statements are presented as of and for the year ended December 31. The
Unaudited Pro Forma Condensed Combined Statements of Operations for the nine months ended June 30, 2023 and the year ended September 30,
2022, present the combination of financial information of the Company and the Product Lines, after giving effect to the Transaction described
in the accompanying notes.
Within the Unaudited Pro Forma Condensed Combined
Statement of Operations for the nine months ended June 30, 2023, the reporting periods of the Product Lines and the Company have
been aligned. The Unaudited Pro Forma Condensed Combined Statement of Operations for the nine months ended June 30, 2023 contains
the Company’s results of operations for the nine months ended June 30, 2023 and the Product Lines’ revenues and direct
expenses for the nine months ended June 30, 2023.
The Unaudited Pro Forma Condensed Combined Statement
of Operations for the year ended September 30, 2022 includes the Company’s results of operations for the year ended September 30,
2022 and the Product Lines’ revenues and direct expenses for the year ended December 31, 2022.
Due to the alignment of the Products Lines’
reporting period to the Company’s reporting period in the Unaudited Pro Forma Condensed Combined Statement of Operations for the
nine months ended June 30, 2023, the Product Lines’ revenues and direct expenses for the three months ended December 31,
2022 are included in the Unaudited Pro Forma Condensed Combined Statements of Operations for both the nine months ended June 30,
2023 and the year ended September 30, 2022. The Product Lines’ net sales and direct expenses for the three months ended
December 31, 2022 were $6,081,653 and $3,245,639, respectively, resulting in net sales in excess of direct expenses for the three
months ended December 31, 2022 of $2,836,014.
INNOVATIVE SOLUTIONS
AND SUPPORT, INC.
UNAUDITED PRO FORMA
CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Nine Months
Ended June 30, 2023
(U.S. Dollars)
| |
IS&S (Historical) | | |
Product Lines (Historical) | | |
Transaction
Accounting
Adjustments | | |
Notes | | |
Pro Forma
Combined | |
Net sales | |
| | | |
| | | |
| | | |
| | |
| | |
Product | |
$ | 21,383,435 | | |
$ | 15,030,335 | | |
$ | - | | |
| | |
$ | 36,413,770 | |
Engineering development contracts | |
| 432,482 | | |
| - | | |
| - | | |
| | |
| 432,482 | |
Total net sales | |
| 21,815,917 | | |
| 15,030,335 | | |
| - | | |
| | |
| 36,846,252 | |
| |
| | | |
| | | |
| | | |
| | |
| | |
Cost of sales | |
| | | |
| | | |
| | | |
| | |
| | |
Product | |
| 8,538,219 | | |
| 5,980,679 | | |
| 1,447,811 | | |
3a, 3b, 3c | | |
| 15,966,709 | |
Engineering development contracts | |
| 79,098 | | |
| - | | |
| - | | |
| | |
| 79,098 | |
Total cost of sales | |
| 8,617,317 | | |
| 5,980,679 | | |
| 1,447,811 | | |
| | |
| 16,045,807 | |
| |
| | | |
| | | |
| | | |
| | |
| | |
Gross profit | |
| 13,198,600 | | |
| 9,049,656 | | |
| (1,447,811 | ) | |
| | |
| 20,800,445 | |
| |
| | | |
| | | |
| | | |
| | |
| | |
Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| | |
Research and development | |
| 2,387,939 | | |
| - | | |
| - | | |
| | |
| 2,387,939 | |
Selling, general and administrative | |
| 7,104,212 | | |
| 1,402,989 | | |
| (262,099 | ) | |
3d | | |
| 8,245,102 | |
Total operating expenses | |
| 9,492,151 | | |
| 1,402,989 | | |
| (262,099 | ) | |
| | |
| 10,633,041 | |
| |
| | | |
| | | |
| | | |
| | |
| | |
Operating income | |
| 3,706,449 | | |
| 7,646,667 | | |
| (1,185,712 | ) | |
| | |
| 10,167,404 | |
| |
| | | |
| | | |
| | | |
| | |
| | |
Interest income (expense) | |
| 432,495 | | |
| - | | |
| (1,446,900 | ) | |
3e, 3f | | |
| (1,014,405 | ) |
Other income | |
| 131,504 | | |
| - | | |
| - | | |
| | |
| 131,504 | |
Income before income taxes | |
| 4,270,448 | | |
| 7,646,667 | | |
| (2,632,612 | ) | |
| | |
| 9,284,503 | |
| |
| | | |
| | | |
| | | |
| | |
| | |
Income tax expense | |
| 877,315 | | |
| - | | |
| 1,238,471 | | |
3g | | |
| 2,115,786 | |
| |
| | | |
| | | |
| | | |
| | |
| | |
Net income | |
$ | 3,393,133 | | |
$ | 7,646,667 | | |
$ | (3,871,083 | ) | |
| | |
$ | 7,168,717 | |
| |
| | | |
| | | |
| | | |
| | |
| | |
Earnings per share: | |
| | | |
| | | |
| | | |
| | |
| | |
Net income - basic | |
$ | 0.19 | | |
| | | |
| | | |
3h | | |
$ | 0.41 | |
Net income - diluted | |
$ | 0.19 | | |
| | | |
| | | |
3h | | |
$ | 0.41 | |
Weighted average shares outstanding - basic | |
| 17,415,358 | | |
| | | |
| | | |
3h | | |
| 17,415,358 | |
Weighted average shares outstanding - diluted | |
| 17,419,265 | | |
| | | |
| | | |
3h | | |
| 17,419,265 | |
INNOVATIVE SOLUTIONS
AND SUPPORT, INC.
UNAUDITED PRO FORMA
CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Year Ended
September 30, 2022
(U.S. Dollars)
| |
IS&S (Historical) | | |
Product Lines (Historical) | | |
Transaction
Accounting
Adjustments | | |
Notes | | |
Pro Forma
Combined | |
Net sales | |
| | | |
| | | |
| | | |
| | |
| | |
Product | |
$ | 27,279,750 | | |
$ | 21,478,069 | | |
$ | - | | |
| | |
$ | 48,757,819 | |
Engineering development contracts | |
| 460,945 | | |
| | | |
| - | | |
| | |
| 460,945 | |
Total net sales | |
| 27,740,695 | | |
| 21,478,069 | | |
| - | | |
| | |
| 49,218,764 | |
| |
| | | |
| | | |
| | | |
| | |
| | |
Cost of sales | |
| | | |
| | | |
| | | |
| | |
| | |
Product | |
| 10,905,799 | | |
| 10,376,350 | | |
| 1,930,416 | | |
3a, 3b, 3c | | |
| 23,212,565 | |
Engineering development contracts | |
| 160,515 | | |
| - | | |
| - | | |
| | |
| 160,515 | |
Total cost of sales | |
| 11,066,314 | | |
| 10,376,350 | | |
| 1,930,416 | | |
| | |
| 23,373,080 | |
| |
| | | |
| | | |
| | | |
| | |
| | |
Gross profit | |
| 16,674,381 | | |
| 11,101,719 | | |
| (1,930,416 | ) | |
| | |
| 25,845,684 | |
| |
| | | |
| | | |
| | | |
| | |
| | |
Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| | |
Research and development | |
| 2,705,140 | | |
| - | | |
| - | | |
| | |
| 2,705,140 | |
Selling, general and administrative | |
| 6,753,915 | | |
| 1,547,249 | | |
| 398,063 | | |
3d | | |
| 8,699,227 | |
Total operating expenses | |
| 9,459,055 | | |
| 1,547,249 | | |
| 398,063 | | |
| | |
| 11,404,367 | |
| |
| | | |
| | | |
| | | |
| | |
| | |
Operating income | |
| 7,215,326 | | |
| 9,554,470 | | |
| (2,328,479 | ) | |
| | |
| 14,441,317 | |
| |
| | | |
| | | |
| | | |
| | |
| | |
Interest income (expense) | |
| 61,051 | | |
| - | | |
| (1,552,745 | ) | |
3e, 3f | | |
| (1,491,694 | ) |
Other income | |
| 65,232 | | |
| - | | |
| - | | |
| | |
| 65,232 | |
Income before income taxes | |
| 7,341,609 | | |
| 9,554,470 | | |
| (3,881,224 | ) | |
| | |
| 13,014,855 | |
| |
| | | |
| | | |
| | | |
| | |
| | |
Income tax expense | |
| 1,817,831 | | |
| - | | |
| 1,401,292 | | |
3g | | |
| 3,219,123 | |
| |
| | | |
| | | |
| | | |
| | |
| | |
Net income | |
$ | 5,523,778 | | |
$ | 9,554,470 | | |
$ | (5,282,516 | ) | |
| | |
$ | 9,795,732 | |
| |
| | | |
| | | |
| | | |
| | |
| | |
Earnings per share: | |
| | | |
| | | |
| | | |
| | |
| | |
Net income - basic | |
$ | 0.32 | | |
| | | |
| | | |
3h | | |
$ | 0.57 | |
Net income - diluted | |
$ | 0.32 | | |
| | | |
| | | |
3h | | |
$ | 0.57 | |
Weighted average shares outstanding - basic | |
| 17,256,750 | | |
| | | |
| | | |
3h | | |
| 17,256,750 | |
Weighted average shares outstanding - diluted | |
| 17,257,871 | | |
| | | |
| | | |
3h | | |
| 17,257,871 | |
INNOVATIVE SOLUTIONS
AND SUPPORT, INC.
NOTES TO UNAUDITED
PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
1. Description of the Transaction
On
June 30, 2023 (the “Acquisition Date”), Innovative Solutions and Support, Inc. (the “Company” or
“IS&S”) entered into and closed the transactions contemplated by an Asset Purchase and License Agreement with Honeywell
International, Inc. (“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 (the “Product Lines”) to the
Company (the “Transaction”). The Transaction involved 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 consideration of $36,000,000 in cash. Concurrent with the Transaction, the Company entered
into a transition services agreement with Honeywell, at no additional costs, to receive certain transitional services and technical support
during the transition service period.
On June 28, 2023,
in connection with the Transaction, the Company and one of its subsidiaries entered into an amendment to the loan documents (the “Loan
Amendment”) with PNC Bank, National Association (“PNC”), which (i) 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 $20,000,000, with a maturity date of June 28, 2028 (the “Term Loan”). Availability
of funds under the Term Loan was conditioned upon the closing of the transactions contemplated by the Agreement and was used to fund a
portion of the Transaction.
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 Term
SOFR Rate was 5.09%. The SOFR Margin ranges from 1.5% to 2.5% depending on the Company’s funded debt to EBITDA ratio. As of June 30,
2023, the total interest rate was 7.69%. Commencing on June 30, 2023, the Term Loan will amortize in up to sixty equal monthly installments,
on a straight-line basis, amortized 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 (“Line of Credit Note”), provides 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”).
The interest rate applicable
to loans outstanding under the Revolving Line of Credit is a rate per annum equal to the sum of (A) Daily SOFR (as defined in the
Line of Credit Note) plus (B) an unadjusted spread of 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. The Company will pay
an annual commitment fee of 0.15% on the amount available for borrowing under the revolving credit facility.
2. Basis of Presentation
The Unaudited Pro Forma Condensed Combined Financial
Statements were prepared in accordance with Article 11 of Regulation S-X to illustrate the pro forma effects of the Transaction.
The Unaudited Pro Forma Condensed Combined Statements
of Operations for the nine months ended June 30, 2023 and the year ended September 30, 2022 combine the historical consolidated
statements of operations of the Company and the historical statements of revenues and direct expenses of the Product Lines for such periods,
giving effect to (i) the Transaction as if it had taken place on October 1, 2021 and (ii) the assumptions and adjustments
described in the accompanying notes to these Unaudited Pro Forma Condensed Combined Financial Statements.
The
Unaudited Pro Forma Condensed Combined Financial Statements have been prepared using the acquisition method of accounting in accordance
with ASC 805 with the Company treated as the accounting acquirer. As of the date of this Form 8-K/A to which the Unaudited
Pro Forma Condensed Combined Financial Statements are attached, the Company has not completed the detailed valuation procedures necessary
to finalize the required estimated fair values and estimated lives of the assets acquired, the estimated fair values of the liabilities
assumed, and the related allocation of the purchase price. The effect of fair values and purchase price allocation contained within these
statements are preliminary and are based on management's estimates after initial consultations with valuation personnel and discussions
with Honeywell's management. The final allocation of the purchase price will be determined after completion of an analysis to determine
the estimated fair value of the Product Lines's assets acquired, liabilities assumed, and associated tax adjustments; the analysis is
expected to be completed by the end of the calendar year. Accordingly, the final acquisition accounting adjustments may be materially
different from the unaudited pro forma adjustments described in these notes to the Unaudited Pro Forma Condensed Combined Financial Statements.
3. Transaction Accounting Adjustments
The transaction accounting adjustments are based
on the Company’s preliminary estimates and assumptions that are subject to change. The following adjustments have been reflected
in the Unaudited Pro Forma Condensed Combined Financial Statements:
| (a) | Cost of Sales – Amortization Expense Related to Customer Relationships |
Reflects the
adjustments to record amortization expenses based on the straight-line method of $977,250, and $1,303,000 for the nine months ended June 30,
2023 and for the year ended September 30, 2022, respectively. The amortization expense is related to the fair value of the identifiable
intangible assets, which are customer relationships directly attributable to the Product Lines’ sales. The fair value of the customer
relationships is estimated at $13,030,000. The estimated useful life of customer relationships is 10 years.
The estimated
fair value of the acquired customer relationships is based on a variation of the income valuation approach and is determined using the
multi-period excess earnings method, which is a variation of the discounted cash flow method that quantifies value based on after-tax
residual cash flows generated by the intangible asset. Key estimates and assumptions used in this model are projected revenues and expenses
related to the asset and a risk-adjusted discount rate used to calculate the present value of the future expected cash inflows from the
asset.
| (b) | Cost of Sales – Depreciation Expense Related to Equipment |
Reflects the
adjustments to record the depreciation expense of $117,857, and $157,143 for the nine months ended June 30, 2023 and for the year
ended September 30, 2022, respectively. The depreciation expense is related to the step-up from historical carrying value to fair
value of the acquired equipment. The step-up to fair value of the equipment is estimated at $1,100,000 and the equipment is estimated
to have a remaining useful life of 7 years. Management determined the depreciation expense by using the straight-line method.
| (c) | Cost of Sales – Inventory |
Reflects the
adjustments to record the additional cost of sales related to the step-up to fair value of the acquired inventory. The step-up to fair
value of the inventory is estimated at $822,977. The adjustment for the nine months ended June 30, 2023 and for the year ended September 30,
2022 is $352,704 and $470,273, respectively. The related tax benefit for the nine months ended June 30, 2023 and for the year ended
September 30, 2022 is $87,118 and $116,157, respectively.
| (d) | Selling, General and Administrative – Transaction Costs |
For the nine months ended June 30,
2023, there is an adjustment to eliminate the transaction costs of $262,099; the tax expense related to this adjustment is $64,738 for
the nine months ended June 30, 2023.
For the year ended September 30,
2022, there is an adjustment to record the transaction costs of $398,063; the tax benefit related to this adjustment is $98,322 for the
year ended September 30, 2022.
| (e) | Interest Income (Expense) – Interest Income |
Reflects the adjustments to eliminate
interest income earned on $16,000,000 of the Company’s existing cash balance that was transferred to Honeywell as part of the total
aggregate consideration paid to consummate the Transaction. The adjustment for the nine months ended June 30, 2023 and for the year
ended September 30, 2022 is $432,495 and $61,051, respectively.
| (f) | Interest Income (Expense) – Interest Expense on Term Loan |
Reflects the adjustments to record
the recognition of new interest expense related to the Term Loan. The adjustment for the nine months ended June 30, 2023 and for
the year ended September 30, 2022 is $1,014,405 and $1,491,694, respectively.
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. To estimate the adjustment, management utilized
the interest rate as it stood on June 30, 2023. The Term Loan will amortize in up to sixty equal monthly installments, on a straight-line
basis, amortized over a period of ten years, with the balance payable on the maturity date of the Term Loan.
A 0.125% change in the interest rates
used to calculate the interest expense adjustment would have resulted in a $16,495 and $24,256 change to the adjustment in the Unaudited
Pro Forma Condensed Combined Statement of Operations for the nine months ended June 30, 2023 and for the year ended September 30,
2022, respectively.
For the nine months ended June 30,
2023, the net adjustment of $1,238,471 represents $1,953,465 of incremental tax expense associated with the Product Lines' operations
in the combined business and the elimination of the transaction costs, and $714,994 of tax benefit related to the other transaction accounting
adjustments, recorded at the estimated blended statutory tax rate of 24.7%.
For the year ended September 30,
2022, the net adjustment of $1,401,292 represents $2,359,954 of incremental tax expense associated with the Product Lines' operations
in the combined business and $958,662 of tax benefit related to the transaction accounting adjustments, recorded at the estimated blended
statutory tax rate of 24.7%.
The unaudited pro forma combined basic
and diluted earnings per share calculations are based on the unaudited pro forma combined net income of the combined business and the
weighted average outstanding shares of the Company for the nine months ended June 30, 2023 and for the year ended September 30,
2022.
| |
Pro Forma | | |
Pro Forma | |
| |
Nine Months Ended | | |
Year Ended | |
| |
June 30, 2023 | | |
September 30, 2022 | |
Net income | |
$ | 7,168,717 | | |
$ | 9,795,732 | |
Earnings per share: | |
| | | |
| | |
Basic | |
$ | 0.41 | | |
$ | 0.57 | |
Diluted | |
$ | 0.41 | | |
$ | 0.57 | |
Weighted average shares outstanding: | |
| | | |
| | |
Basic | |
| 17,415,358 | | |
| 17,256,750 | |
Diluted | |
| 17,419,265 | | |
| 17,257,871 | |
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