ISSC - NASDAQ

Good day, and welcome to the Innovative Solutions & Support Third Quarter Fiscal 2025 Financial Results Conference Call. [Operator Instructions] Please note this event is being recorded. I would now like to turn the conference over to Paul Bartolai. Please go ahead.

Thank you. Welcome to Innovative Solutions & Support's Third Quarter 2025 Results Conference Call. Leading the call today are our CEO, Shahram Askarpour; and CFO, Jeff DiGiovanni. This morning, we issued a press release detailing our third quarter 2025 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 reports filed with the SEC. Additionally, please note that you can find reconciliations of all historical non-GAAP financial measures mentioned on this call in the press release issued this morning. Today's call will begin with prepared remarks from Shahram, who will provide a review of our recent business performance and strategic outlook, followed by a financial update from Jeff. At the conclusion of these prepared remarks, we will open the line for your questions. And with that, I'll turn the call over to Shahram.

Thank you, Paul, and good morning to everyone joining us on the call today. Let's begin with a high-level overview of our third quarter financial performance. During the third quarter, we delivered revenue growth of 105% compared to the third quarter 2024, driven by continued momentum from new military programs, including significant growth from our F-16 program. As Jeff will discuss in more detail, our results did benefit from a pull forward of F-16 revenues ahead of the upcoming integration into our Exton plant. Our business momentum remains strong with a backlog of approximately $72 million as of June 30, 2025. Our adjusted EBITDA increased only by 43% from last year as our strong revenue growth was impacted by lower-than-anticipated gross margins received from Honeywell on the F-16 product line due to additional costs associated with building safety stock prior to transition. As we have discussed, we fully expect our integration efforts and investments for growth to create some near-term volatility in our margin results. However, the actions we have taken are important strategic steps in advancing our long-term growth strategy. And once the transition is completed and cost efficiencies are realized, we expect improved margins in latter quarters of fiscal 2026. We were pleased with our third quarter results, and we are encouraged by the continued progress on the expansion of our Exton facility and the integration of our acquired lines from Honeywell. We are excited by the long-term opportunities that will result from this investment. We continue to make progress on our key strategic objectives during the quarter, and we are confident these measures have strengthened our foundation for future growth. To that end, I would like to shift the discussion to an update on our progress on the IS&S Next, our long-term value creation strategy. As a quick refresher, our strategy centers on a combination of targeted commercial growth within high-value markets, improving operating leverage and a disciplined returns-driven approach to capital allocation. I would like to take a moment to highlight just a few of our key achievements during the quarter. Early in the quarter, we received a new engineering development and production contract for a derivative of a radio management unit we acquired as part of our first acquisition under our long-term growth strategy. We have made further progress on the expansion of our Exton facility with construction having wrapped up during the third quarter. We expect the fit-out to be completed in early fall, at which time we can begin to take advantage of our expanded manufacturing capacity, which will increase by more than threefold. As a reminder, we manufacture 100% of our products in our Exton facility, and this expansion is the key element of our long-term strategy to achieve revenues exceeding $250 million over the next few years. With the ongoing trade uncertainty and priorities of the current administration, we should be in an enviable position to give the likely significant push for reshoring of manufacturing and an America-first mentality. Additionally, as it relates to tariffs, we are not directly impacted by the uncertain tariff environment, given our U.S.-based manufacturing and vertically integrated strategy. However, we could see some impact from our foreign-based customers that are reducing their production forecasts due to potential tariff implications. Meanwhile, we don't expect a meaningful impact on our results and view this to be a short-term measure while political negotiations are at play. During the third quarter, we continued with the integration of our most recent acquisition from Honeywell. As we have discussed in the recent quarters, much of the spending and integration activities are being done ahead of the expected growth from these platforms. We anticipate the integration to be completed during our first half of fiscal 2026, and we are excited by the opportunities from this acquisition. Importantly, we were pleased with the recent closing of our new credit facility, which Jeff will cover shortly. Deploying capital for strategic acquisitions remains a key priority, and our new credit facility extended by Chase Bank provides us with expanded access to credit and more flexibility to accelerate our long-term growth plan. Although our most recent acquisitions have been focused on complementary product lines from large avionics suppliers, we continue to evaluate opportunities to acquire smaller avionics manufacturers where we anticipate synergies will be realized by incorporating their outsourced production in our facility. Additionally, we are also evaluating opportunities in adjacent markets that are more developmental in nature but offer unique long- term growth opportunities. Despite recent margin pressure due to impact of the F-16 safety stock, we expect EBITDA and profit margins to grow steadily. We are further establishing our company as a premier systems integrator in flight navigation and precision instrumentation with cutting-edge technology. Our vertically integrated U.S.-based production provides a competitive advantage, fostering relationships with key aircraft manufacturers, operators and defense organizations. In summary, we remain focused on the long term, so we are encouraged by the progress we have made on our strategic priorities and remain committed to taking strategic steps to further our growth objectives. We remain on track to deliver our goal to generate both revenue and EBITDA growth of greater than 30% when compared to fiscal year 2024. We are excited by everything we have accomplished and are confident we are strategically positioned to continue generating profitable growth for the future to come. With that, I'll turn the call over to Jeff for his prepared remarks.

Thank you, Shahram, and good morning to all those joining us. Today, I will provide a high-level overview of our third quarter performance, including a discussion of our working capital, balance sheet and liquidity profile at quarter end. We generated net revenues of $24.1 million in the third quarter, more than double our revenues during the third quarter last year. The increase was driven largely by the contribution from the recently acquired F-16 product line from Honeywell, which contributed $12.6 million. Our revenues related to the F-16 products once again included some revenues that were pulled forward as Honeywell built safety stock ahead of the shift in the production to our Exton facility. As a result, we expect a temporary dip in revenues related to the F-16 product line during the fourth quarter as we complete the transition before revenues begin to ramp back up in fiscal 2026. Product sales were $16.6 million during the third quarter, up significantly from $5.1 million last year, driven primarily by the recently acquired military product line. Service revenue was $7.5 million, owing largely to customer service sales from the product lines acquired from Honeywell, including $1 million associated with the F-16 program. Gross profit was $8.6 million during the third quarter, up 37% from $6.3 million in the same period last year, driven by the strong revenue growth, partially offset by lower gross margins on the acquired F-16 product line from Honeywell as well as higher depreciation expense resulting from the Honeywell acquisitions, duplicate costs in support of the migration of the recent Honeywell acquisition and continued investments in growth initiatives, as Shahram discussed. Our third quarter gross margin was 35.6%, down from 53.4% in the same period last year. The decline from last year was driven by lower-than-anticipated gross margins received from Honeywell. As we have discussed, this is a gross margin of less than 25% in the F-16 revenues, which impacted our overall margins. As we have stated in recent quarters, the potential exists for our gross margins to be lumpy in the near term as we continue to integrate the Honeywell product lines into our facilities. This can be due to a variety of factors, including duplicate costs as we prepare to integrate these products, the hiring and training of engineers and staff to support these products, and as we saw this quarter, the cost to build stock to ensure a smooth transition. Additionally, as we discussed previously as it relates to the product mix, generally, military sales carry a lower average gross margin versus commercial contracts. However, importantly, there is minimal operating expenses associated with these contracts so the incremental EBITDA margins are strong. Similar to last quarter, this dynamic was fully evident in our third quarter results as we saw a very strong operating expense leverage in the quarter. Operating expense during the quarter of 2025 was $5.1 million, an increase from $4.2 million last year despite the significant growth in revenue. The increase in operating expense was driven by approximately $200,000 of incremental depreciation and amortization, $600,000 in employee-related costs and $100,000 of acquisition and onetime expenses. Operating expenses represented 21% of revenue during the third quarter as a significant decline from 36.1% in the third quarter of last year, highlighting opportunity for improved operating leverage as the business scales. Net income for the quarter was $2.4 million as compared to $1.6 million last year. GAAP earnings per share of $0.14 increased from $0.09. EBITDA was $4.3 million during the third quarter, up from $2.7 million or an increase of 62.7% largely due to our revenue growth and operating expense leverage, partially offset by the lower gross margins. Moving on to backlog. New orders in the third quarter of fiscal 2025 were $17 million and backlog as of June 30 was $72 million. The backlog includes only purchase orders in hand and excludes additional orders from companies' OEM customers under long- term programs, including Pilatus PC-24, Textron King Air, Boeing T-7 Red Hawk, the Boeing KC-46A and the F-16 with Lockheed Martin. We expect these programs to remain in production for several years and anticipate they will continue to generate future sales. Further, due to their nature, the customer service lines do not typically enter backlog. Now turning to cash flow. During the 9 months ended June 30, 2025, cash flow from operations was $10.3 million compared to $5.4 million in the year ago comparable period due to our solid operating results. Capital expenditures during the 9 months ended June 30 were $5.5 million versus $500,000 in the year ago period. The increase in our capital expenditures related primarily to the cash outlays for the expansion of our Exton facility. Despite the increase in spend of over $5 million when compared to the 9 months last year, we were still able to generate free cash flow of $4.8 million during the 9 months ended June 30, 2025, which is in line with our previous year. As of June 30, 2025, we had total long-term debt of $23.3 million and cash and cash equivalents of $600,000, resulting in net debt of $22.7 million. Net debt was down $3.5 million from the end of the second quarter 2025 despite elevated capital expenditures related to the Exton expansion project, reflecting the strong operating results and disciplined financial management. As of June 30, 2025, IS&S had total cash and availability under its line of credit of approximately $12.3 million. Our net leverage at the end of the quarter was 1.1x. As Shahram mentioned, on July 18, 2025, we entered in a new 5-year $100 million committed credit agreement with a lending syndicate led and arranged by JPMorgan Chase. The credit agreement replaces our existing $35 million line of credit. The new facility provides an additional $65 million in expanded liquidity and an option, subject to certain conditions, to request up to $25 million in additional loan commitments under an accordion feature in the credit agreement. This improved flexibility better enables us to execute on our long-term growth strategy. That completes our prepared remarks. Operator, we are now ready for the question-and-answer portion of the call.

[Operator Instructions] The first question comes from Jeff Van Sinderen with B. Riley Securities.

I just wanted to touch a little bit on the gross margin outlook. Given the F-16 impact, what do you think is a normalized gross margin rate for you?

This is Jeff. So when we look ahead, our expectation is in the mid-40s what we said before, depending on the mix of our products. As you look at military, it's lighter gross margins so it really depends on the mix, but we're gauging in the mid-40s.

Okay. And then I realize you have a new facility. Just wondering what the targeted net leverage ratio you're comfortable with at this point.

Overall, depending on the size of the acquisition, we're comfortable around a net leverage ratio around 3.

Okay. And then as a follow-up to that, can you speak a little bit more about your acquisition strategy? Do you have a pipeline? How are you approaching targets? Are they typically more auction situations? Are they mostly Honeywell? Just any other color on that would be helpful.

So in terms of, yes, we do have a pipeline. Some of them are acquisition that we're looking at potentially doing from Honeywell. Those are typically auctions. We also were looking at a number of smaller avionics companies that we're engaged in dialogue with. And we're looking at probably doing some acquisitions of that nature if we can agree on a price that suits IS&S.

[Operator Instructions] The next question comes from Gowshi Sri with Singular Research.

Can you hear me?

Yes.

Yes.

My first question is you mentioned the F-16 safety stock deliveries pulled forward into Q3 will reduce revenues from the line for the next 2 quarters. Can you help us frame the magnitude of that dip and whether there are other programs in the backlog that are positioned to compensate for it? Also, the Q3 product sales came in sequentially above Q2. Was it entirely due to the pull forward or were there other program wins or price mix factors that lifted the product revenue?

Yes, so I could take a little bit of that. So sequentially, a lot of it was through the F-16 and the pull forward. When we look ahead and as the equipment is getting transitioned to IS&S currently right now in our factory, we're expecting nominal F-16 revenue for Q4 and Q1 potentially because the equipment has got to be set up, it's got to be certified, it's got to be calibrated. So we're working through that process as we speak.

Okay. And my second question is, I know the management has emphasized EBITDA margins as the key profitability metric. But given the Q3 gross margins, could you provide some context as to how you're thinking about the trajectory in gross margins over the next few quarters? Are there any structural or short-term factors that could -- that we should watch out that might lead to further compression from here? Or do you believe that major headwinds have now played out? Any color on how quickly operational efficiencies or mix changes might stabilize the margins would be helpful in modeling.

Sure. So when we look at our gross margins, that's why we've been guiding conservatively throughout the year due to the lumpiness of the product mix, more importantly, the F-16. So when we look forward, we're gauging in that 45% range for gross margins. That's kind of the target we're focused on.

Okay. Are you seeing any changes in defense budgets that might impact backlog execution over the next 6 to 12 months?

I think what we're seeing is a lot of positive feedback that we're getting from our defense contractors. As I just mentioned, we recently received a contract that was partially a military program, which is based on the commercial platform. But we're seeing an increased level of interest from all aspects of the government and the military side of the business. Very encouraging.

Okay. Any breakdown into that backlog, whether some of that contains any multiyear military commercial -- multiyear military retrofits?

So obviously, that backlog includes some of the F-16 backlog that we inherited from Honeywell, but there is a small amount of it for these multiyear programs because typically, we only put things in the backlog where we have a purchase order delivery date on it. And some of the long-term agreements don't -- they kind of forecast, and that we don't put it in backlog.

Okay. And just 1 last question. With that $100 million credit facility giving you significant headroom, are you prioritizing acquisitions to fully leverage your Exton facility? Is that how we're supposed to think about it?

Organic growth is a significant part of our growth strategy. It's -- obviously, acquisitions, you see quick results when you do an acquisition. Organic growth, it's more of a long-term objective, but certainly a lot of that capacity will be taken with our organic growth.

I would like to turn the conference back over to Shahram Askarpour for any closing remarks.

Thank you, operator, and thank you, all, for your time and interest in IS&S. Have a good day.