ISSC Innovative Solutions and Support Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  January 21, 2015

INNOVATIVE SOLUTIONS AND SUPPORT, INC.

(Exact name of registrant as specified in its charter)

720 Pennsylvania Drive

Exton, Pennsylvania 19341

(Address of principal executive offices) (Zip Code)

(610) 646-9800

(Registrant’s telephone number, including area code)

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:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02                                           Results of Operations and Financial Condition.

On January 21, 2015, Innovative Solutions and Support, Inc. (the “Company”) issued a press release announcing its financial results for its first quarter ended December 31, 2014.  A copy of that press release and the attached financial schedules are attached as Exhibit 99.1 to this report and incorporated herein by reference.

The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

Item 9.01                                           Financial Statements and Exhibits.

(d) Exhibits.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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EXHIBIT INDEX

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Exhibit 99.1

Contact:

Innovative Solutions & Support, Inc.

Relland Winand

Chief Financial Officer

610-646-0350

rwinand@innovative-ss.com

Innovative Solutions & Support, Inc. Announces First Quarter Fiscal 2015 Financial Results

Exton, PA.  — January 21, 2015 — Innovative Solutions & Support, Inc. (“IS&S” or the “Company”) (ISSC) today announced its financial results for the first quarter of fiscal 2015 ended December 31, 2014.

For the first quarter, the Company reported sales of $6.7 million, compared to first quarter fiscal 2014 sales of $11.1 million. The Company reported first quarter 2015 net income of $594,000, or $0.03 per share, compared to net income of $1 million, or $0.06 per share, in the same quarter a year ago.  In the first quarter of fiscal 2015 the company recorded a $411,000 tax benefit due to the retroactive reinstatement of the R&D tax credit effective January 1, 2014.

Geoffrey Hedrick, Chairman and Chief Executive Officer of IS&S, said, “I am pleased to report a profitable first quarter, which has us on course for another year of positive earnings, although future quarterly results may be variable as they are dependent upon the timing and extent of receipt of customer sales orders.  Gross margins in the quarter reflect the anticipated decrease in engineering and development revenue from programs that effectively contributed breakeven or negative margins.  We’ve adjusted the organization to be in line with historical as well as current engineering requirements, production demands and with opportunities to penetrate the market with our growing portfolio of existing products, including the recently certified B737 Flight Management System.  In addition to our ongoing efforts to build backlog through longer term contracts, in the near term we are experiencing demand for smaller, intra-quarter book and ship

production orders of our existing products that generate attractive margins, although they are not reflected in reported backlog.  The Company has developed a growing portfolio of products that offer some of the industry’s most cost effective solutions. The Company believes that this portfolio of products will lead to significant future orders.”

New orders in the first quarter of fiscal 2015 were $4.1 million. Backlog was $5.8 million at December 31, 2014.  Backlog reflects firm orders with stipulated delivery schedules, and excludes potential future sole-source production orders, including the Eclipse E550, the Pilatus PC-24, and the KC-46A aircraft.

At December 31, 2014, the Company had $14.2 million of cash on hand, down from cash of $15.2 million at September 30, 2014.  Cash used in operating activities was $726,000 in the quarter, primarily due to a $1.8 million reduction in accruals and payments of accounts payable.   Cash balances also reflect the use of $254,000 to repurchase shares during the quarter.

Shahram Askarpour, President of IS&S, added, “We’ve quickly adapted to current opportunities and challenges, with a leaner organization, an increased emphasis on marketing our broad portfolio of best price-for-performance solutions, and further advancing current engineering programs, such as the Pilatus utilities management system, towards production status.  The resources that were being consumed by a single large engineering program are now pursuing multiple attractive new program opportunities.  However, we recognize that large contracts for major fleet upgrades tend to move slowly.  So, we are expanding our intra-quarter book and ship business, which leverages our existing, on-the-shelf product portfolio and generates more immediate revenue.  Operating from what essentially represents a new base, we believe we can strategically capitalize on our value proposition against a backdrop of a generally improving market for our products.”

Conference Call

The Company will be hosting a conference call January 22, 2015 at 10:00 a.m. ET to discuss these results and its business outlook. Please use the following dial in number to register your name and company affiliation for the conference call: 877-883-0383 and enter the PIN Number 8943980. The call will also be carried live on the Investor Relations page of the Company web site at www.innovative-ss.com.

About Innovative Solutions & Support, Inc.

Headquartered in Exton, Pa., Innovative Solutions & Support, Inc. (www.innovative-ss.com) is a systems integrator that designs and manufactures flight guidance and cockpit display systems for Original Equipment Manufacturers (OEM’s) and retrofit applications. The company supplies integrated Flight Management Systems (FMS) and advanced GPS receivers for precision low carbon footprint navigation.

Certain matters contained herein that are not descriptions of historical facts are “forward-looking” (as such term is defined in the Private Securities Litigation Reform Act of 1995). Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, those discussed in filings made by the Company with the Securities and Exchange Commission. Many of the factors that will determine the Company’s future results are beyond the ability of management to control or predict. Readers should not place undue reliance on forward-looking statements, which reflect management’s views only as of the date hereof. The Company undertakes no obligation to revise or update any forward-

looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

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Innovative Solutions and Support, Inc.

Consolidated Balance Sheets

Innovative Solutions and Support, Inc.

Consolidated Statements of Income

(unaudited)