Good day and welcome to the Innovative Solutions & Supports Third Quarter Fiscal Year 2024 Financial Results Conference Call. All participants will be in listen-only mode. [Operator Instructions]. Please note this event is being recorded. I would now like to turn the conference over to Paul Bartolai, Partner at Vallum Advisors. Please go ahead.

Thank you. Good morning, everyone, and welcome to Innovative Solutions & Supports Third Quarter 2024 Results Conference Call. Leading the call today are CEO Shahram Askarpour and CFO, Jeffrey DiGiovanni. Earlier today, we issued a press release detailing our third quarter 2024 operational and financial results. This release is publicly available in the Investor Relations section of our corporate website at www.innovative-ss.com. I would like to remind you that management's commentary and responses to questions on today's conference call may include forward-looking statements, which by their nature are uncertain and outside of the company's control. Although these forward-looking statements are based on management's current expectations and beliefs, actual results could differ materially. For a discussion of some of the factors that could cause actual results to differ, please refer to the Risk Factors section of our latest filings with the SEC. Additionally, please note that you can find reconciliations of historical non-GAAP financial measures in the press release issued earlier today. Today's call will begin with prepared remarks from CEO Shahram Askarpour, who will provide a review of our recent business performance and an update on the progress we have made on our strategic initiatives, including the ongoing integration of the products acquired from Honeywell last year and some detail on our recent acquisition from Honeywell. This will be followed by a financial update from our CFO Jeff DiGiovanni. At the conclusion of these prepared remarks, we will open the line for your questions. With that, I'll turn the call over to Shahram.

Thank you, Paul, and good morning everyone joining us on the call today. We are pleased that our recent positive business momentum continued during the third quarter as growth from our existing platforms and execution under our Honeywell product lines contributed to 48% year-over-year revenue growth during the third quarter. It has been just over a year since we completed our initial transaction with Honeywell. At that time, we laid out our expectation that once fully integrated we expected these new products combined with our legacy business to drive consolidated revenue growth of approximately 40%, with an even more significant impact on EBITDA, where we expected EBITDA to increase by 75% with accretive EPS. Today, based on our financial results over the trailing 12 months compared with the prior period, we generated 54% growth in consolidated revenue, 75% in adjusted EBITDA, and roughly 28% in EPS. These results demonstrate our success in the integration of the Honeywell assets combined with the benefits of our strategic organic growth initiatives. But we have more opportunities ahead in regards to our Honeywell product lines, and we continue to further execute on our integration plan. We made progress during the quarter, which should drive additional benefits in the coming quarters. We continue to increase the proportion of maintenance and repair work that is being handled in our Exton facility, which was a nice contributor to growth in the quarter. Another important aspect of the Honeywell transaction is the opportunity to leverage the customer base of these acquired products. The transaction brought us several new relationships with key customers. We are focused on cross-selling opportunities with these new relationships, particularly with some international customers and end markets where we did not have a strong presence previously. As an example, we recently completed some radio sales…

Thank you, Shahram, and good morning, everyone. I will provide some additional details on the quarter, give an update on our working capital and free cash flow, and conclude with commentary on our balance sheet and liquidity. Before we begin, I would like to remind everyone we will be discussing non-GAAP measures and you are encouraged to refer to the earnings release which includes the definitions, the rationale for using them, and the reconciliations to GAAP in it. Looking at the third quarter, total net revenues were $11.8 million representing a 48% increase when compared to the third quarter last year. The increase was driven by contributions from the acquired Honeywell product lines as well as growth in existing lines. We continue to see some weakness in the cargo market, but trends appear to be stabilizing and we saw some sequential growth in this market relative to the second quarter. Product sales decreased to $5.1 million during the third quarter, primarily attributed to a large order from a year ago to the commercial air transport customers. This was partially offset by an increase in shipments to general aviation and military customers. Customer support revenue was $6.4 million, an increase from $1.3 million last year owing largely to the customer service sales from the product lines acquired from Honeywell. Gross profit was $6.3 million during the third quarter, up 33% from $4.7 million in the same period last year, driven by the contribution from the Honeywell products. Overall, gross margin was 53.4% during the third quarter, up sequentially from 52% last quarter, as we continue to make progress on our Honeywell integration initiatives and further gain operating efficiencies, which will continue to improve our margins. As a reminder, typically our customer-funded engineering programs erode our gross margins given this is largely…

We will now begin the question and answer session. [Operator Instructions] Our first question comes from Sergey Golunov with Freedom Broker. Please go ahead.

Hello, everyone. First of all, my congratulations about the Honeywell transaction. As far as the concerns regarding the previous deal, you had to complete the movement of the equipment to the IS&S facility in August, right? Is it completed?

I'm sorry, can you repeat that? I apologize.

As far as the concerns regarding the previous deal, you had to complete the movement of the equipment to the IS&S facility in August. Is it completed or you are in the process of that deal?

So it is substantially completed. I think in one instance, we were destined to get four identical stations. You have three of them completed and there is one that's going to -- now it's going to come in November. These are new test equipments that are being built for us. So I would say substantially we are there as well as substantially the inventory that we need to perform on.

Okay. And will it affect margin, October and next quarter?

It really shouldn't. It really shouldn't impact us because we are also training more technicians and building on them. So just having this equipment here without having trained people to run it doesn't necessarily help you that much either. We continue increasing the team as we plan on bringing more and more of these projects in-house. As we talked before, Honeywell had a lot of channel partners. They did a lot of outsourcing of their business to third parties. We plan on bringing all of that in-house to help increase revenue and profitability. So right now we've got enough test equipment to deal with the matter in hand and the other one would help us for future growth.

Okay. And during the call regarding the new Honeywell transaction, you mentioned that IS&S has great opportunities to further net income growth after 2024 fiscal year. Do you have any thoughts about base of sales organic growth?

We're going to continue with our organic growth. We were prior to acquisition. I think we were running at about a CAGR of 15%. Definitely we're going to be in double digits. We've had some rough air ahead of us with the air cargo slowing down. We're kind of recovering from that through the military initiatives that we put together. This is the game that we've been playing for 35 years. When one market suffers, we put our focus on another market to recover from it. So going forward, we're going to continue growing organically in double digits. Going beyond this third quarter, we consider the Honeywell acquisitions that we've done as part of our organic programs as well. Because they get intermingled with our own initiatives as well as the growth is going to come from the combination of both product lines. And definitely we're going to continue to grow the business without doing any more acquisitions as well. We're constantly evaluating other acquisitions and we're going to move forward with that. In terms of product development initiatives, we're focused on that part of the business as you saw. We saw an increase in R&D expenses, not as a percentage of sales but in materiality. And we continue growing our team to allow us to develop further new products. Again, as I mentioned, cockpit automation is a significant market that we're looking at over the next several years. And there's incremental revenues to gain from that. We continue to develop products that would help us get there to that goal. That gives us further organic growth.

Great. How additional acquisitions could reflect in CapEx?

How would additional acquisitions impact CapEx?

Yes.

If you look beyond where we are and the matter at hand on maybe the next acquisition we do, to do further acquisitions beyond that, we would have to increase the size of our factory floor, which we've been putting plans together. We have planning permissions here to build another 40,000 square foot of factory space. We're looking at doing that in order to get us beyond the $100 million revenue in the next several years.

Great. And last question. Any decline in product sales could turn into a growth pass, could it happen in the next or first quarter of the next financial year?

It's hard to predict the future. As you know, we're in a funny year this year with all the elections going on and several things that are happening internationally. We've managed to navigate those waters year-after-year. We've developed new products that haven't hit the market yet. And we believe that the cargo market, we're seeing signs of that. It picking up a little bit as well. So, I mean, last quarter we had -- we actually shipped products in air transport. And so we're optimistic that things would continue on the path of recovery, but it's hard to predict the future.

Okay. Thanks a lot.

Our next question comes from Doug Ruth with Lenox Financial Services. Please go ahead.

Good morning. I want to offer my congratulations on the order that you announced yesterday. I was wondering if you could provide some more details. Tell us more about it.

I guess the announcement we made, we were going to put a lot more in that announcement. Obviously, our customer was reluctant to agree to ask for a lot more color into it, and it's because they haven't announced the program themselves. But it is a very large aerospace company. We've got the contract. It's a military product. It's a mission display integrated with a mission computer in one unit. I guess the award value is another thing that they didn't want us to announce. But it's well into the several million dollars.

All right. Is there any way to suggest how much might flow in the fourth quarter, for example?

We intend to deliver on some of it in the fourth quarter, but I guess you will see that number. It will reflect in our backlog because once we've booked it now, so now it's in our backlog.

Right. So Doug, we booked it this period being Q4, so when we put out the K, it would be disclosed in the backlog period.

Okay.

Unfortunately, our customer didn't really want us to put too much details around it.

I think they're still negotiating with their customers, I guess.

Okay. One of the other parts of the Honeywell acquisition was that you had acquired quite a bit of inventory. And how is that going possibly? It seemed like you indicated that maybe it was more inventory than maybe you desired to have. How are you doing with -- what was acquired and how are you doing with, in effect, using it in your operations?

So I don't know why you think that we indicated we have more inventory than we desired to have. So the second acquisition that we did has about $2.5 million worth of inventory in it as well. A lot of the inventory that we get on these programs is what they call the specs units, which are units that we would own. But when things fail in an aircraft, we will rent it out as a loaner and we get the income for it. So you can look at it like you're the Hertz renter car and we rent out these units and we get the revenue for it. And some of it is inventory that we can go ahead and sell. For example, in the Q2, we sold some of that inventory to a European customer. We sold some radio inventory to them. And we've got an international sales team that's supporting all of these activities.

That sounds positive. Now, you deserve a lot of credit for the sequential improvement in the margins. Do you have some internal goals for what might happen in the fourth quarter?

Yes, so Doug, we're always constantly looking at the margins, how to increase it. I would say a couple of things, what happened in the margin we talked about the little headwind around the NRA. So that's about 150 basis points. Also, when you look at our margins quarter or year-over-year, what was impacting it was our increase in depreciation expense because of our PP&E went up and also with the Honeywell transaction. So there was another, I would say roughly 150 to 200 basis points there. So when you look at those two factors, the NRA and that, our margins are getting to 56% to 57% margins. And keep in mind, as now the test equipment's here, the efficiencies will start coming in too further with our workforce to repair and fix these units more efficiently, effectively. So our goal is to always look to increase those margins.

I mean, always when you're hiring new technicians and training them to become effective. And these are the equipment that we acquired from Honeywell. Very sophisticated equipment, like the initial reference units are like, they're as sophisticated as you can get in the aerospace area. It's not like you're going to get technicians off the street and they're going to hit the ground running. And you'll have some, you do your hiring, some of them you get rid of within the next couple of months because they don't hack it. So there's inefficiencies that all of that reflects in our gross margins.

Well, you also had talked about that there was this new product development and that was affecting the gross margins. So are some of these products that were developed, are they being marketed for sale? So that would seem to help the margins going forward as well?

Yes. Now, what Jeff was referring to, and I'll be a little bit more specific. For example, we're developing a second generation of our flight control computer or what we call the UMS for the PC-24 aircraft. That would establish us for the next 30 years of developing the next generation of these computers to Pilatus. In a lot of instances, we would go ahead and do that development in-house because we're investing into the future. In this case, the Pilatus, they were nice enough to actually give us some funding to help with the development of it. And then when it comes to the minute you get some funding from a customer, you get into revenue recognition. And if the engineering cost ends up going a little bit more than what you had estimated, then it starts getting into eroding your margins. If we weren't getting paid from the customer, you would have seen all of those in our IR&D and it wouldn't have affected our margins. So I'd still rather get some money from the customer if we can.

So, Doug, it's really the way we recognize the NRA contracts, to Shahram's point. You look at your cost to complete, and if any changes in terms of sometimes you might hit a snag, the engineer might hit a snag, and the estimate changes, you kind of have to look at the contract and revalue it, and that's what happened this quarter.

Okay. I think you deserve a lot of credit. There's material improvement in the one quarter results, and I appreciate you answering my questions, and I'm excited to see what happens in the next quarter.

Thank you, Doug.

Thank you.

Our next question comes from Andrew Rem with Odinson Partners. Please go ahead.

Good morning, gentlemen, I really appreciate the additional color on the gross margin. That's kind of where I was going, but I did want to ask maybe just one follow-up to beat the gross margin, of course. So you've got three test units in, and you have all the technicians you need for those three. Is that correct?

Yes, I mean, continue hiring more technicians and training them, as well as putting in a second shift.

Yes, our goal is for 2024 to have the second shift up and running. we have to have a supervisor, we have to have a quality person on that second shift, so they have to really be trained during the first shift to move over, which is take some time.

Okay. So then when you get the fourth test unit, can we assume that you'll have the technicians necessary to staff that one as well?

Yes, that's our goal.

Okay. And then, it looks like on the prepaid inventory, that's come down nicely from the beginning of the year. Will that go up with the recent Honeywell acquisition, or is that heading to zero?

No, so a couple things what's in prepaid. It's really the inventory that we paid, and we're still waiting to get back, and that's where you see it went down, because we got a lot of that inventory in today from when the quarter closed. So our goal is really to keep working with Honeywell to get the new contract in that inventory before September 30th, but if it doesn't happen, you'll see some of that amount in prepaid inventory.

And then if I was understanding your commentary correctly, Shahram, you basically have a rental fleet, and that part of that is what's considered inventory, is that correct?

So we have some of the units that we -- I would say a good size of the units that we receive -- the finished good units, are used in the kind of specs pool, where if somebody's equipment fails on the airplane, we will send them a loaner [ph] while that unit comes back and gets repaired. And that's typically something that you charge for that service, and so that's kind of, that's what I was describing.

Yes. So Andrew, so we typically always have those units, they're in fixed assets, they get depreciated, what we call rotables. So right now, too, we're also assessing the amount of volume we need with these customers so we can have the efficient number of units on hand. We don't want to have too many and not too little, so if there's excess in some part numbers, they're the ones we're going to try to sell in the marketplace with our international sales teams, so more to come as we learn more and assess these units.

All right. And then on the multi-million dollar military contract, what is the duration of that?

That's another thing. We were told not too, but it's somewhere between two and three years.

Okay. So several million dollars over two to three years?

Sounds about right.

Okay. And then in fourth quarter last year you guys did basically $13 million in revenue because that was the first quarter you got Honeywell, Honeywell came in much stronger than expected. Is it fair to assume that that will be a difficult comp. And as a result, we shouldn't look for kind of year-over-year growth in the in the fourth quarter?

So it's -- again, as we talked about this every quarter. That fourth quarter had a lot of pull-ins in it from a Honeywell. I mean, we got about -- I would say roughly $6 million revenue in a quarter from Honeywell, because of the anticipation of the transition period. They pulled in and delivered a lot to the customers. So I wouldn't want to set any expectations that -- there's nothing else to pull in.

Right. Okay. Okay.

Our next question comes from Chip [ph] Ruby of Ruby Asset Management. Please go ahead.

Good morning and thanks for taking my call. Congratulations on the execution in the cash flow and the deleveraging. It does really set you guys up for growth, which is where my two questions lie, and I'll ask them both. And then you can address them. One, the military is encouraging to see, especially the contract that you got and I'm just curious. Typically, military takes a long time. It takes qualification. Maybe it's designed in. So maybe you could talk about is this order that you got more of a one offer? Do you think you can take some takeover business like this as you look to grow military and we could see significant growth from other deals in the military? Or will it be longer kind of designed in business? And so that's one, the military. Two, you mentioned more M&A and you've been successful. So just wondering what criteria you might look at for as far as size of deals. Do you think you'll buy product lines like you did with Honeywell or whole companies? And will you maintain the accretive nature of deals like you did with Honeywell, the significant accretion? And I'll leave it at those two things. Thanks.

So with regards to the military, we put the focus on about I guess it was about the time where I took over from as CEO. I started putting a lot more focus into the military market. We actually went and hired a retired Marine, U.S. Marine pilot to help us to help us sell. And then as we moved on, we kept on additionally strengthening the sales and marketing efforts on the military platforms that we've got a lot of focus in that fire. So this was the first one that bear fruits. I'm hopeful that we will be getting additional. I mean, there's a lot of spending internationally on the military market. And hopefully we get our fair share of that. With regards to the strategy for acquisition is articulated earlier. Our preference is to get product lines in the similar product lines in the electronics or electromechanical field that we can integrate here in our factory floor, not necessarily just from Honeywell, but from other large company. They tend to be less risky and more predictable. However, we also do look at whole businesses, kind of smaller businesses. I like to see an accredited business. I don't like to buy into speculation. So that's my view of it. And if we can find small bolt on businesses that would generate -- immediately generate revenue EBITDA, we will move on with them and with their integration. They're just harder to come by.

Yes, we're being very disciplined on our capital what we're using to make sure that any kind of product acquisition or business is accretive. So that's really our goal. So it's a very diligent process.

Yes, I like the sound of that. So and then the last question you talk about bringing more lines into your existing facilities and then maybe putting some CapEx out in the future. Do you have or how do you think about where you are in capacity utilization today? How much can revenue grow with your current footprint? I know you're talking about doing a second shift in some of your lines. How far can we grow before you really need to put more brick and mortar in the ground?

I think in terms of so there is two ways of looking at growing. If we do bring in product lines, which are completely new, we did two completely new product line acquisitions from Honeywell. That takes footprint. So we can probably bring in one more product line, brand new product line and handle it with our existing footprint. But we can grow our existing product lines that we have. And even if we do an acquisition of a product line of cockpit displays, which is similar to cockpit displays that we have, I don't necessarily need a lot more footprint. So the answer is it really depends. And because of that, we've put in planning permission to expand the building, both in terms of holding larger amount of inventory and as well as expanding the factory floor where we could bring brand new product lines in here. And if we move ahead with that, it's about -- probably about a year before we can have the addition here up and running. The CapEx requirement for that is roughly is going to be around $5 million, and we will get some we will get some help from the state of Pennsylvania as well as our local government to help towards that. Nothing significant, but there's stuff that we've been talking to. So we were seriously looking at that in order to help us grow. I mean, I like to grow this over the next several years well beyond the $100 million in revenue. So we need that expansion.

Yes. The way we even looked at the expansion, too, is we have some redundancies out and various facilities we can consolidate them into one place. When I see those redundancy storage units and things like that to kind of get the cost reductions down, and when you look at this, the money spent, how do we finance it? We're working with the state and locals to get preferable financing in our in our current bank to work with.

Great. Sounds good, guys. Thank you.

[Operator Instructions] Next question comes from Gowshihan Sriharan with Singular Research. Please go ahead.

Good morning. Can you hear me?

Yes.

Thank you for taking my questions. The first question is regarding the military retrofit opportunities. Could you provide insight into whether the margin profile for these contracts are comparable to those in the commercial sector? I know you've talked about the kind of initial investments you've made in terms of hiring and staffing. And also, if the new administration decides to scale back on its commitment to NATO, would that have any impact on your near term operations?

So in terms of margin profiles, they are similar to our existing product margin profile. With regards to a changing administration, I mean, I don't foresee a reduction in military spending based on what you see is happening around the world. But we also have tapped into a lot of foreign military organizations with the new -- again we hired we hired a sales team from Honeywell that dealt with their international business. And we're seeing a lot of opportunities coming in from foreign militaries as well. So I am optimistic on the on the military side.

Okay. And I know you mentioned on your last call about some delayed information from Honeywell. Could you give us an update on the status of the drawings and design information from Honeywell, and how is that affecting your timeline for initiating in-house assembly production? And is that fiscal '25 timeline still kind of the realistic time frame for transition?

I believe so. Yes. I think all the transition is going to happen in calendar '24 and based on what I've seen so far. And so, we should be able to in calendar '25 be able to be fully operational and be able to take care of all the advantages we can?

Okay. And I know in the past, one of the interesting or the more exciting part of your work story is the autonomous flight opportunity. Would you outline the kind of key industry milestones that investors should be aware of along with the timelines for those milestones to for this opportunity to transform into a significant growth engine?

Well, I think right now in terms of industry, as always, Yasir [ph] is the head of the FAA with these things. And there were whispers that maybe by 2030 that they would go into the first phase of autonomy on the air transport side of it. So that's kind of where we're really looking at potential over the next five or six years that we'll see some of that materializing. In terms of IS&S, the opportunities that we have, which are kind of closer in terms of the vision is one is on the military side because there is movements and developments within the military side of things where they could benefit from some of these. And we continue communicating and putting our with those folks to be able to utilize some of these capabilities in some of the aircraft. As well as I said, the road map to getting there includes a lot of small steps of incremental automations in the cockpit. And those features as we develop, we offer them to our baseline of customers and that brings in revenue for us.

Okay. Thank you guys. That's all I had for now.

This concludes our question-and-answer session. I would like to turn the conference back over to management for any closing remarks.

Thank you, operator. And thank you all for your time and interest in IS&S. If you don't speak during the quarter, we look forward to speaking to you again on our next quarterly call. Have a good day.

The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.