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| | PART I | |
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| Item 1. | Business | 4 |
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| Item 1A. | Risk Factors | 12 |
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| Item 1B. | Unresolved Staff Comments | 26 |
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| Item 1C. | Cybersecurity | 26 |
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| Item 2. | Properties | 27 |
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| Item 3. | Legal Proceedings | 27 |
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| Item 4. | Mine Safety Disclosures | 27 |
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| | PART II | |
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| Item 5. | Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 27 |
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| Item 6. | Selected Consolidated Financial Data | 28 |
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| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 29 |
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| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 39 |
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| Item 8. | Financial Statements and Supplementary Data | 40 |
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| Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 72 |
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| Item 9A. | Controls and Procedures | 72 |
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| Item 9B. | Other Information | 73 |
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| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 73 |
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| | PART III | |
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| Item 10. | Directors, Executive Officers and Corporate Governance | 73 |
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| Item 11. | Executive Compensation | 73 |
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| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 73 |
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| Item 13. | Certain Relationships and Related Transactions and Director Independence | 74 |
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| Item 14. | Principal Accounting Fees and Services | 74 |
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| | PART IV | |
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| Item 15. | Exhibits and Financial Statement Schedules | 75 |
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FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are based largely on current expectations and projections about future events and trends affecting the business, are not guarantees of future performance, and involve a number of risks, uncertainties and assumptions that are difficult to predict. In this Annual Report on Form 10-K, the words “anticipates,” “believes,” “may,” “will,” “estimates,” “continues,” “anticipates,” “intends,” “forecasts,” “expects,” “plans,” “could,” “should,” “would,” “is likely,”“ projected,” “might,” “potential,” “preliminary,” “provisionally,” and similar expressions, as they relate to the business or to its management, are intended to identify forward looking statements, but they are not exclusive means of identifying them. Unless the context otherwise requires, all references herein to “IS&S,” the “Registrant,” the “Company,” “we,” “us” or “our” are to Innovative Solutions and Support, Inc. and its consolidated subsidiaries. ThrustSense® and COCKPIT/IP®, among others, are trademarks of the Company. All other trademarks appearing herein are held by their respective owners. Subsequent use of the Company’s trademarks in this Annual Report on Form 10-K may occur without the applicable superscript symbol (® or TM) in order to facilitate the readability of this Annual Report on Form 10-K and are not a waiver of rights that may be associated with the relevant trademarks.
The forward-looking statements in this Annual Report on Form 10-K are only predictions, and actual events or results may differ materially. In evaluating such statements, a number of risks, uncertainties and other factors could cause actual results, performance, financial condition, cash flows, prospects and opportunities to differ materially from those expressed in, or implied by, the forward-looking statements. These risks, uncertainties and other factors include those set forth in Item 1A (Risk Factors) of this Annual Report on Form 10-K and the following factors:
| ● | market acceptance of the Company’s ThrustSense® Autothrottle, Vmca Mitigation, flight panel display systems, NextGen Flight Deck and COCKPIT/IP® or other planned products or product enhancements; |
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| ● | continued market acceptance of the Company’s air data systems and products; |
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| ● | the competitive environment and new product offerings from competitors; |
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| ● | difficulties in developing, producing or improving the Company’s planned products or product enhancements; |
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| ● | the deferral or termination of programs or contracts for convenience by customers; |
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| ● | the ability to service the international market; |
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| ● | the availability of government funding; |
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| ● | the impact of general economic trends on the Company’s business; |
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| ● | disruptions in the Company’s supply chain, customer base and workforce; |
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| ● | the ability to gain, drive and sustain regulatory approval, including domestic and international certifications, of products in a timely manner; |
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| ● | delays in receiving components from third-party suppliers; |
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| ● | the bankruptcy or insolvency of one or more key customers; |
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| ● | protection of intellectual property rights, including via securing patents; |
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| ● | the ability to respond to technological change; |
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| ● | failure to recruit and retain key personnel; |
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| ● | risks related to succession planning; |
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| ● | a cybersecurity incident; |
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| ● | risks related to our self-insurance program; |
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| ● | potential future acquisitions and integration of prior and potential future acquisitions; |
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| ● | the costs of compliance with present and future laws and regulations; |
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| ● | changes in law, including changes to corporate tax laws in the United States and the availability of certain tax credits; and |
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| ● | other factors disclosed from time to time in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”). |
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Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. Except as expressly required by the federal securities laws, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events, or otherwise after the date of this report. Results of operations in any past period should not be considered indicative of the results to be expected for future periods. Fluctuations in operating results may result in fluctuations in the price of the Company’s common stock.
The forward-looking statements in this Annual Report on Form 10-K are intended to be subject to the safe harbor protection provided by Sections 27A of the Securities Act, and 21E of theExchange Act.
Investors should also be aware that while the Company, from time to time, communicates with securities analysts, it is against its policy to disclose any material non-public information or other confidential commercial information. Accordingly, shareholders should not assume that the Company agrees with any statement or report issued by any analyst irrespective of the content of the statement or report. Furthermore, the Company has a policy against issuing or confirming financial projections, forecasts or opinions issued by others. Thus, to the extent that reports issued by securities analysts contain any projections, forecasts or opinions, neither such reports nor the projections, forecasts or opinion contained therein are the responsibility of the Company.