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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended December 31, 2003



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the transition period from
 to .



Commission File No. 0-31157



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INNOVATIVE SOLUTIONS AND SUPPORT, INC.

(Exact name of registrant as specified
in its charter)



|PENNSYLVANIA                                  |  | 23-2507402                      
|--------------------------------------------- |  | --------------------------------
|(State or other jurisdictionof incorporation) |  | (IRS EmployerIdentification No.)
|                                              | 
|720 Pennsylvania Drive, Exton, Pennsylvania   |  | 19341                           
|(Address of principal executive offices)      |  | (Zip Code)                      



(610) 646-9800

(Registrants telephone number, including area code)



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Indicate by check mark whether registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ̈



Indicate by check mark whether the registrant is an
accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ̈No x



As of January 20, 2004, there were 11,486,593 shares of the
Registrants Common Stock, with par value of $.001, outstanding.



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INNOVATIVE SOLUTIONS AND SUPPORT, INC.

FORM 10-Q December 31, 2003

INDEX



|           |  |                                                                                               |  | Page No.
|---------- |  | --------------------------------------------------------------------------------------------- |  | --------
|PART I.    |  | FINANCIAL INFORMATION                                                                         |  |         
|           |  |                                                                                              
|Item 1.    |  | FINANCIAL STATEMENTS (unaudited)                                                              |  |         
|           |  |                                                                                              
|           |  | Condensed Consolidated Balance SheetsSeptember 30, 2003 and December 31, 2003                |  | 3       
|           |  |                                                                                              
|           |  | Condensed Consolidated Statements of OperationsThree Months Ended December 31, 2002 and 2003 |  | 4       
|           |  |                                                                                              
|           |  | Condensed Consolidated Statements of Cash FlowsThree Months Ended December 31, 2002 and 2003 |  | 5       
|           |  |                                                                                              
|           |  | Notes to Condensed Consolidated Financial Statements                                          |  | 6-8     
|           |  |                                                                                              
|Item 2.    |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS         |  | 9-13    
|           |  |                                                                                              
|Item 3.    |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                    |  | 13      
|           |  |                                                                                              
|Item 4.    |  | CONTROLS AND PROCEDURES                                                                       |  | 13      
|           |  |                                                                                              
|PART II    |  | OTHER INFORMATION                                                                             |  |         
|           |  |                                                                                              
|Item 6.    |  | EXHIBITS AND REPORTS ON FORM 8-K                                                              |  | 14      
|           | 
|Signatures |  | 15                                                                                           



2



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PART IFINANCIAL INFORMATION

Item 1Financial Statements

INNOVATIVE SOLUTIONS AND SUPPORT, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)



|                                                                                                                                                                                                  |  | As ofSeptember 30,2003 |             |   | As ofDecember 31,2003 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------- | ----------- | - | --------------------- | -
|ASSETS                                                                                                                                                                                            |  |                        |             |   |                       |  
|Current Assets:                                                                                                                                                                                   |  |                        |             |   |                       |  
|Cash and cash equivalents                                                                                                                                                                         |  | $                      | 48,789,744  |   |                       | $
|Accounts receivable, less allowance for doubtful accounts of $100,000 at September 30, 2003 and December 31, 2003                                                                                 |  |                        | 6,955,207   |   |                       |  
|Inventories                                                                                                                                                                                       |  |                        | 2,840,648   |   |                       |  
|Deferred income taxes                                                                                                                                                                             |  |                        | 673,134     |   |                       |  
|Prepaid expenses                                                                                                                                                                                  |  |                        | 660,430     |   |                       |  
|                                                                                                                                                                                                  |  |                        |             |   |                       |  
|Total current assets                                                                                                                                                                              |  |                        | 59,919,163  |   |                       |  
|                                                                                                                                                                                                  |  |                        |             |   |                       |  
|Property and Equipment:                                                                                                                                                                           |  |                        |             |   |                       |  
|Computers and test equipment                                                                                                                                                                      |  |                        | 3,309,852   |   |                       |  
|Corporate airplane                                                                                                                                                                                |  |                        | 2,998,161   |   |                       |  
|Furniture and office equipment                                                                                                                                                                    |  |                        | 520,973     |   |                       |  
|Manufacturing facility                                                                                                                                                                            |  |                        | 5,368,690   |   |                       |  
|Land                                                                                                                                                                                              |  |                        | 1,021,245   |   |                       |  
|                                                                                                                                                                                                  |  |                        |             |   |                       |  
|Total property and equipment                                                                                                                                                                      |  |                        | 13,218,921  |   |                       |  
|Less-accumulated depreciation and amortization                                                                                                                                                    |  |                        | (3,670,430  | ) |                       |  
|                                                                                                                                                                                                  |  |                        |             |   |                       |  
|Net property and equipment                                                                                                                                                                        |  |                        | 9,548,491   |   |                       |  
|                                                                                                                                                                                                  |  |                        |             |   |                       |  
|Deposits and Other Assets                                                                                                                                                                         |  |                        | 408,971     |   |                       |  
|                                                                                                                                                                                                  |  |                        |             |   |                       |  
|Total Assets                                                                                                                                                                                      |  | $                      | 69,876,625  |   |                       | $
|                                                                                                                                                                                                  |  |                        |             |   |                       |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                                              |  |                        |             |   |                       |  
|Current Liabilities                                                                                                                                                                               |  |                        |             |   |                       |  
|Current portion of note payable                                                                                                                                                                   |  | $                      | 100,000     |   |                       | $
|Accounts payable                                                                                                                                                                                  |  |                        | 578,306     |   |                       |  
|Accrued expenses                                                                                                                                                                                  |  |                        | 3,146,409   |   |                       |  
|Deferred revenue                                                                                                                                                                                  |  |                        | 98,036      |   |                       |  
|                                                                                                                                                                                                  |  |                        |             |   |                       |  
|Total current liabilities                                                                                                                                                                         |  |                        | 3,922,751   |   |                       |  
|                                                                                                                                                                                                  |  |                        |             |   |                       |  
|Note Payable                                                                                                                                                                                      |  |                        | 4,235,000   |   |                       |  
|                                                                                                                                                                                                  |  |                        |             |   |                       |  
|Deferred Revenue                                                                                                                                                                                  |  |                        | 332,407     |   |                       |  
|                                                                                                                                                                                                  |  |                        |             |   |                       |  
|Deferred Income Taxes                                                                                                                                                                             |  |                        | 328,177     |   |                       |  
|                                                                                                                                                                                                  |  |                        |             |   |                       |  
|Commitments and Contingencies                                                                                                                                                                     |  |                        |            |   |                       |  
|Shareholders Equity:                                                                                                                                                                             |  |                        |             |   |                       |  
|Preferred stock, 10,000,000 shares authorizedClass A Convertible stock, $.001 par value; 200,000 shares authorized, no
shares issued and outstanding at September 30, 2003 and December 31, 2003 |  |                        |             |   |                       |  
|Common stock, $.001 par value; 75,000,000 shares authorized, 13,080,717 and 13,176,019 shares issued at September 30, 2003 and
December 31, 2003, respectively                                    |  |                        | 13,081      |   |                       |  
|Additional paid-in capital                                                                                                                                                                        |  |                        | 46,248,224  |   |                       |  
|Retained earnings                                                                                                                                                                                 |  |                        | 25,410,742  |   |                       |  
|Treasury stock, at cost, 1,690,026 shares                                                                                                                                                         |  |                        | (10,613,757 | ) |                       |  
|                                                                                                                                                                                                  |  |                        |             |   |                       |  
|Total shareholders equity                                                                                                                                                                        |  |                        | 61,058,290  |   |                       |  
|                                                                                                                                                                                                  |  |                        |             |   |                       |  
|Total Liabilities and Shareholders Equity                                                                                                                                                        |  | $                      | 69,876,625  |   |                       | $
|                                                                                                                                                                                                  |  |                        |             |   |                       |  



The accompanying notes
are an integral part of these statements.



3



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INNOVATIVE SOLUTIONS AND SUPPORT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)



|                                    |  | Three MonthsEndedDecember 31,2002 |            | Three MonthsEndedDecember 31,2003
|----------------------------------- |  | --------------------------------- | ---------- | ---------------------------------
|Net Sales                           |  | $                                 | 4,422,795  |                                  
|Cost of Sales                       |  |                                   | 2,042,998  |                                  
|                                    |  |                                   |            |                                  
|Gross Profit                        |  |                                   | 2,379,797  |                                  
|                                    |  |                                   |            |                                  
|Operating expense:                  |  |                                   |            |                                  
|Research and development            |  |                                   | 927,302    |                                  
|Selling, general and administrative |  |                                   | 1,254,143  |                                  
|                                    |  |                                   |            |                                  
|Operating Income                    |  |                                   | 198,352    |                                  
|Interest Income                     |  |                                   | 182,929    |                                  
|Interest Expense                    |  |                                   | 37,149     |                                  
|                                    |  |                                   |            |                                  
|Income Before Income Taxes          |  |                                   | 344,132    |                                  
|Income Tax Expense                  |  |                                   | 120,446    |                                  
|                                    |  |                                   |            |                                  
|Net Income                          |  | $                                 | 223,686    |                                  
|                                    |  |                                   |            |                                  
|Net Income per Common Share         |  |                                   |            |                                  
|Basic                               |  | $                                 | 0.02       |                                  
|Diluted                             |  | $                                 | 0.02       |                                  
|Weighted Average Shares Outstanding |  |                                   |            |                                  
|Basic                               |  |                                   | 12,711,403 |                                  
|Diluted                             |  |                                   | 12,942,990 |                                  



The accompanying notes
are an integral part of these statements.



4



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INNOVATIVE SOLUTIONS AND SUPPORT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)



|                                                                                            |  | For the ThreeMonths EndedDecember 31,2002 |            |   | For the ThreeMonths EndedDecember 31,2003 |  
|------------------------------------------------------------------------------------------- |  | ----------------------------------------- | ---------- | - | ----------------------------------------- | -
|Cash Flows From Operating Activities:                                                       |  |                                           |            |   |                                           |  
|Net income                                                                                  |  | $                                         | 223,686    |   |                                           | $
|Adjustments to reconcile net income to net cash provided by (used in) operating activities: |  |                                           |            |   |                                           |  
|Depreciation and amortization                                                               |  |                                           | 179,277    |   |                                           |  
|Loss on disposal of fixed assets                                                            |  |                                           | 11,113     |   |                                           |  
|Excess and obsolete inventory expense                                                       |  |                                           |           |   |                                           |  
|Compensation expense for stock issued to directors                                          |  |                                           | 40,326     |   |                                           |  
|Tax benefit from exercise of stock options                                                  |  |                                           |           |   |                                           |  
|(Increase)/decrease in                                                                     |  |                                           |            |   |                                           |  
|Accounts receivable                                                                         |  |                                           | 1,450,905  |   |                                           |  
|Inventories                                                                                 |  |                                           | 74,056     |   |                                           |  
|Prepaid expenses and other                                                                  |  |                                           | (155,474   | ) |                                           |  
|Increase/(decrease) in                                                                     |  |                                           |            |   |                                           |  
|Accounts payable                                                                            |  |                                           | 57,328     |   |                                           |  
|Accrued expenses                                                                            |  |                                           | (298,251   | ) |                                           |  
|Deferred revenue                                                                            |  |                                           | (5,118     | ) |                                           |  
|                                                                                            |  |                                           |            |   |                                           |  
|Net cash provided by operating activities                                                   |  |                                           | 1,577,848  |   |                                           |  
|                                                                                            |  |                                           |            |   |                                           |  
|Cash Flows From Investing Activities:                                                       |  |                                           |            |   |                                           |  
|Purchases of property and equipment                                                         |  |                                           | (58,255    | ) |                                           |  
|                                                                                            |  |                                           |            |   |                                           |  
|Net cash used in investing activities                                                       |  |                                           | (58,255    | ) |                                           |  
|                                                                                            |  |                                           |            |   |                                           |  
|Cash Flows From Financing Activities:                                                       |  |                                           |            |   |                                           |  
|Proceeds from exercise of stock options                                                     |  |                                           |           |   |                                           |  
|Proceeds from exercise of warrants                                                          |  |                                           |           |   |                                           |  
|Purchase of treasury stock                                                                  |  |                                           | (807,646   | ) |                                           |  
|Repayments of capitalized lease obligations                                                 |  |                                           | (5,403     | ) |                                           |  
|                                                                                            |  |                                           |            |   |                                           |  
|Net cash provided by (used in) financing activities                                         |  |                                           | (813,049   | ) |                                           |  
|                                                                                            |  |                                           |            |   |                                           |  
|Net Increase (Decrease) in Cash and Cash Equivalents                                        |  |                                           | 706,544    |   |                                           |  
|Cash and Cash Equivalents, Beginning of Year                                                |  |                                           | 52,245,754 |   |                                           |  
|                                                                                            |  |                                           |            |   |                                           |  
|Cash and Cash Equivalents, End of Period                                                    |  | $                                         | 52,952,298 |   |                                           | $
|                                                                                            |  |                                           |            |   |                                           |  



The accompanying notes
are an integral part of these statements.



5



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Innovative Solutions & Support Inc.

Notes to Condensed Consolidated Financial Statements



1. Basis of Presentation:



Innovative Solutions and Support,
Inc., (the Company), was incorporated in Pennsylvania on February 12, 1988. The Companys primary business is the design, manufacture and sale of flight information computers, large flat panel displays and advanced monitoring
systems for military, government, commercial air transport and corporate aviation markets.



The balance sheet as of December 31, 2003, the statement of operations for the three months ended December 31, 2002 and 2003 and the statements of cash flows for the three months ended December 31, 2002 and 2003 have
been prepared by the Company without audit. In the opinion of management, all adjustments, consisting of normal and recurring adjustments, necessary to present fairly the financial position, results of operations and cash flows at December 31, 2003
and for all periods presented have been made.



Certain information and footnote
disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these financial statements be read in
conjunction with the financial statements and notes thereto included in the Companys Form 10K for the year ended September 30, 2003 as filed with the Securities and Exchange Commission. The results of operations for the three months ended
December 31, 2003 are not necessarily indicative of the operating results for the full year.



2. Net income per Share



Net income per
share (EPS) is calculated using the principles of SFAS No. 128.



A
reconciliation of weighted average shares outstanding appears below:



|                                     |  |                                    |  |                                   
|------------------------------------ |  | ---------------------------------- |  | ----------------------------------
|                                     |  | Three MonthsEndedDecember 31, 2002 |  | Three MonthsEndedDecember 31, 2003
|Weighted average shares outstanding: |  |                                    |  |                                   
|Basic                                |  | 12,711,403                         |  | 11,412,614                        
|Effect of dilutive securities:       |  |                                    |  |                                   
|Employee stock options               |  | 34,858                             |  | 196,044                           
|Warrants                             |  | 196,729                            |  | 167,357                           
|                                     |  |                                    |  |                                   
|Weighted average shares outstanding: |  |                                    |  |                                   
|Diluted                              |  | 12,942,990                         |  | 11,776,015                        
|                                     |  |                                    |  |                                   



For the three month period ended
December 31, 2003, there were 57,206 options outstanding that were excluded from the computation of diluted earnings per share as the effect would be antidilutive.



3. Concentrations



For the three months ended December 31, 2003, two customers accounted for 33% and 18% respectively of revenues or 51% on a combined basis. For the three months ended
December 31, 2002, four customers accounted for 17%, 17%, 12%, and 11% of revenues or 57% on a combined basis.



4. Inventories



Inventories are stated
at the lower of cost (first-in, first-out) or market and consist of the following:



|                |  |                   |           |                  |   |          
|--------------- |  | ----------------- | --------- | ---------------- | - | ---------
|                |  | September 30,2003 |           | December 31,2003
|Raw materials   |  | $                 | 1,412,242 |                  | $ | 1,477,703
|Work-in-process |  |                   | 785,771   |                  |   | 1,091,250
|Finished goods  |  |                   | 642,635   |                  |   | 734,401  
|                |  |                   |           |                  |   |          
|                |  | $                 | 2,840,648 |                  | $ | 3,303,354
|                |  |                   |           |                  |   |          



5. Warranty



The Company provides for the estimated cost of product warranties at the time revenue is
recognized. Warranty cost is recorded as cost of sales in the financial statements. While the Company engages in extensive product quality programs and processes, the Companys warranty obligation is affected by product failure rates and the
related material, labor and delivery costs incurred in correcting a product failure. Should actual product failure rates, material or labor costs differ from the Companys estimates, revisions to the estimated warranty liability would be
required.



6



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Warranty cost and accrual information for the three months ended December 31, 2003 is highlighted below:



|                                                        |  |   |         |  
|------------------------------------------------------- |  | - | ------- | -
|Warranty accrual at September 30, 2003                  |  | $ | 842,541 |  
|Accrued expense for the quarter ended December 31, 2003 |  |   | 80,935  |  
|Warranty costs for the quarter ended December 31, 2003  |  |   | (33,308 | )
|                                                        |  |   |         |  
|Warranty accrual at December 31, 2003                   |  | $ | 890,168 |  
|                                                        |  |   |         |  



6. Stock Options



The Companys 1988 Stock Incentive Plan provides for the granting of incentive stock
options to employees. The Companys 1998 Stock Option Plan provides for the granting of incentive and nonqualified stock options to employees, officers, directors and independent contractors and consultants. Through December 31, 2003, no stock
options have been granted to independent contractors or consultants under this plan.



Incentive stock options granted under the 1988 Stock Incentive Plan and the 1998 Stock Option Plan (the Plans) must be at least equal to the fair value of the common stock on the date of grant. Nonqualified stock options granted
under the 1998 Plan may be less than, equal to or greater than the fair value of the common stock on the date of grant. Required disclosure information regarding the Plans has been combined due to the similarities in the Plans. The Company has
reserved 1,259,350 shares of Common stock for awards under the Plans.



7



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Stock-based employee compensation is recognized using the intrinsic value method in accordance with Accounting Principles
Board Opinion (APB) No. 25, Accounting for Stock Issued to Employees. For disclosure purposes, pro forma net income and net income per share data are provided in accordance with SFAS No. 123, Accounting for Stock-Based
Compensation, as if the fair value method had been applied. Under SFAS No. 123, compensation cost related to stock options granted to employees is computed based on the fair value of the stock option at the date of grant using the
Black-Scholes option pricing model. Had the Company recognized compensation cost for its stock option plans consistent with the provisions of SFAS 123, the Companys pro forma net income for the three-month period ended December 31, 2002 and
2003 would have been as follows:



|                                                                                                                                                |  |                                   |         |                                   |   |          
|----------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------- | ------- | --------------------------------- | - | ---------
|                                                                                                                                                |  | Three MonthsEndedDecember 31,2002 |         | Three MonthsEndedDecember 31,2003
|Net income:                                                                                                                                     |  |                                   |         |                                   |   |          
|As reported                                                                                                                                     |  | $                                 | 223,686 |                                   | $ | 1,607,350
|Deduct: Total stock based employee compensation expense determined under the fair value based method for all awards, net of related tax
effects |  | $                                 | 156,753 |                                   | $ | 181,085  
|                                                                                                                                                |  |                                   |         |                                   |   |          
|Pro forma                                                                                                                                       |  | $                                 | 66,933  |                                   | $ | 1,426,265
|                                                                                                                                                |  |                                   |         |                                   |   |          
|Basic EPS:                                                                                                                                      |  |                                   |         |                                   |   |          
|As reported                                                                                                                                     |  | $                                 | .02     |                                   | $ | .14      
|Pro forma                                                                                                                                       |  | $                                 | .01     |                                   | $ | .12      
|Diluted EPS:                                                                                                                                    |  |                                   |         |                                   |   |          
|As reported                                                                                                                                     |  | $                                 | .02     |                                   | $ | .14      
|Pro forma                                                                                                                                       |  | $                                 | .01     |                                   | $ | .12      



7. New Accounting Pronouncements



In January 2003, the FASB issued FIN 46,
Consolidation of Variable Interest Entities an Interpretation of ARB No. 51. FIN 46 addresses consolidation by business enterprises of variable interest entities. The FASB then issued FIN 46(R), Consolidation of Variable Interest
Entities an Interpretation of ARB No. 51, which replaced FIN 46. Application of FIN 46(R) is required in financial statements of public entities that have interests in variable interest entities or potential variable interest entities commonly
referred to as special-purpose entities for periods ending after December 15, 2003. The Company evaluated FIN 46(R), and the adoption has no impact on the Companys financial position or results of operations.



In May 2003, the FASB issued SFAS 150, Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity. This Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that
an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). This Statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at
the beginning of the first interim period beginning after June 15, 2003. The Company adopted the provisions of SFAS 150, including the deferral of certain effective dates as a result of the provisions of FASB Staff Position 150-3, Effective
Date, Disclosures, and Transition for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests Under FASB Statement No. 150, Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity. The Company does not have any significant financial instruments with characteristics of both liabilities and equity as of December 31, 2003.



In July 2003, the Emerging Issues Task Force (EITF) reached a consensus on
EITF No. 03-5, Applicability of AICPA Statement of Position (SOP) 97-2, Software Revenue Recognition, to Non-Software Deliverables in an Arrangement Containing More-Than-Incidental Software. EITF 03-5 addresses whether non-software
deliverables included in an arrangement that contains software that is more than incidental to the products or services as a whole are included within the scope of SOP 97-2. EITF 03-5 was ratified by the FASB on August 13, 2003 and is effective for
transactions entered into after the beginning of the first reporting period after FASB ratification. The Company adopted this statement and it did not have a material impact on its consolidated financial position or results of operations.



8



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|Item 2. |  | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- |  | -------------------------------------------------------------------------------------



Overview



We design, manufacture and sell flight information computers, flat panel displays and advanced monitoring systems to the Department of Defense (DOD), government agencies,
commercial air transport carriers and corporate/general aviation markets.



Our
revenues are derived from the sale of our products to the retrofit market and, to a lesser extent, original equipment manufacturers (OEMs). Our customers include government and military entities and their commercial contractors, aircraft operators,
aircraft modification centers and various OEMs. Although we occasionally sell our products directly to government entities, we primarily have sold our products to commercial customers for end use in government and military programs.



Since fiscal year 1997, the majority of our revenues have come from the sale of Reduced
Vertical Separation Minimum (RVSM) compliant air data systems.



We continue to
invest in and seek additional opportunities for our Flat Panel Display product line. To date, we have been selected by the U.S. Navy for Flat Panel applications on their Landing Craft Air Cushion (LCAC) platforms. In addition we were selected by
Boeing to provide Flat Panels for the Boeing 767 tanker program. Both of these programs have multi-year requirements that we believe will provide a solid base for future awards.



Our cost of sales is comprised of material components purchased through our supplier base and direct in-house assembly labor and overhead
costs. Many of the components we use in assembling our products are standard, although certain parts are manufactured to meet our specifications. The overhead portion of cost of sales is primarily comprised of salaries and benefits, building
occupancy, supplies, and outside service costs related to our production, purchasing, customer service, material control and quality departments as well as warranty costs.



We continue to invest in the development of new products and the enhancement of our existing product line. We expense research and
development costs related to future product development as they are incurred.



Our selling, general, and administrative expenses consist of marketing and business development expenses, professional expenses, salaries and benefits for executive and administrative personnel, facility costs, recruiting, legal,
accounting, and other general corporate expenses.



Three Months Ended
December 31, 2003 Compared to the Three Months Ended December 31, 2002



Net sales.Net sales increased $4.1 million, or 93%, to $8.5 million for the three months ended December 31, 2003 from $4.4 million in the three months ended December 31, 2002. This increase in net sales was mainly due to increased
RVSM system deliveries to both the commercial air transportation and general aviation market segments in the current period as well as lower than normal net sales in the prior year period.



Cost of sales. Cost of sales increased $1.5 million or 70%, to $3.5 million, or 41% of
net sales, in the three months ended December 31, 2003 from $2.0 million, or 46% of net sales, in the three months ended December 31, 2002. The absolute dollar increase in cost of sales was related to our increase in net sales. As a percentage of
net sales, the decrease was the result of higher net sales in the period.



Research and development. Research and development expenses increased $0.1 million or 9% to $1.0 million or 12% of net sales in the three months ended December 31, 2003 from $0.9 million or 21% of net sales in the three months ended
December 31, 2002. The absolute dollar increase was not material. As a percentage of net sales, the decrease was the result of higher net sales in the period.



Selling, general, and administrative. Selling, general, and administrative expenses increased $386,000, or 31%, to $1.6 million, or 19% of net sales, in the
three months ended December 31, 2003 from $1.3 million or 28% of net sales, in the three months ended December 31, 2002. The increase in the dollar amount was the result of higher commissions due to increased net sales and salaries, including an
additional executive officer. As a percent of net sales the decrease was the result of higher net sales in the period.



Interest Income. Interest income was $113,000 in the three months ended December 31, 2003 as compared to interest income of $183,000 in the three months ended
December 31, 2002. The decreased interest income in the three months ended December 31, 2003 was primarily the result of lower interest rates in the period.



Interest Expense. Interest expense was $32,000 in the three months ended December 31, 2003 as compared to $37,000 in the three months ended December 31, 2002. The
decrease was due to lower interest rates in the period.



Income Tax
Expense. Income tax expense for the three months ended December 31, 2003 was $865,000. The income tax expense for the three months ending December 31, 2002 was $120,000. The effective tax rate for both periods was 35% and the increase in income
tax expense was due to higher income in the period.



Net Income. As a
result of the factors described above, our net income in the three months ended December 31, 2003 increased $1.4 million or 619%, to $1.6 million, or 19% of net sales.



9



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Liquidity and Capital Resources



Our main sources of liquidity have been cash flows from operations and the proceeds of our initial public offering (IPO) in August 2000. We
require cash principally to finance inventory, accounts receivable and payroll.



Our cash flow provided from operating activities was $3.1 million for the three months ended December 31, 2003 as compared to $1.6 million for the three months ended December 31, 2002. The increase was essentially due to higher net income.



Our cash used in investing activities was $275,000 for the three months ended
December 31, 2003 as compared to $58,000 for the three months ended December 31, 2002. The increase was primarily due to the purchase of additional manufacturing and engineering equipment.



Net cash flow from financing activities was $258,000 for the three months ended December 31,
2003 as compared to $813,000 in usage in the three months ended December 31, 2002. The primary use of cash in the prior period was to acquire treasury stock and this periods in-flow was the result of proceeds from the exercise of stock options
and warrants.



Our future capital requirements depend on numerous factors,
including market acceptance of our products, the timing and rate of expansion of our business, acquisitions, joint ventures and other factors. We have experienced increases in our expenditures since our inception consistent with growth in our
operations, personnel and product line, and we anticipate that our expenditures will continue to increase in the foreseeable future. We believe that our cash and cash equivalents, together with the net proceeds from our initial public offering will
provide sufficient capital to fund our operations for at least the next twelve months. However, we may need to raise additional funds through public or private financings or other arrangements in order to support more rapid expansion of our business
than we now anticipate either through acquisitions or organic growth. Further, we may need to develop and introduce new or enhanced products, respond to competitive pressures, invest in or acquire businesses or technologies or respond to
unanticipated requirements or developments. If additional funds are raised through the issuance of equity securities, dilution to existing shareholders may result. If insufficient funds are available, we may not be able to introduce new products or
compete effectively in any of our markets, which could hurt our business.



Backlog



At December 31, 2003 our backlog of released business
was $26.0 million. This represents an $11.0 million or 73% increase from the December 31, 2002 backlog of $15.0 million. Our backlog consists solely of orders that we believe to be firm. In the case of contracts with government entities, orders are
only included in backlog to the extent funding has been obtained for such orders.



Critical Accounting Policies



The preparation
of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. The Companys most critical accounting policies are revenue recognition, income taxes,
allowance for doubtful accounts, inventory valuation and warranty reserves.



The Company recognizes sales for products when the following revenue recognition criteria are met: persuasive evidence of an arrangement exists, product delivery and acceptance has occurred, pricing is fixed or
determinable, and collection is reasonably assured. The Company recognizes sales upon shipment of products to customers.



Sales related to certain long-term contracts requiring development and delivery of products over several years are accounted for under the American
Institute of Certified Public Accountants (AICPA) Statement of Position (SOP) 81-1, Accounting for Performance of Construction-Type and Certain Production-Type Contracts.We consider the nature of these contracts as well as the types of
products and services provided when determining the appropriate accounting treatment for a particular contract. Certain long-term contracts are recorded on a percentage of completion basis using cost-to-cost methodology to measure progress towards
completion.



The Company offers its customers extended
warranties for additional fees. These warranty sales are recorded as deferred revenue and recognized as sales on a straight-line basis over the warranty period.



The Company enters into certain sales arrangements that include multiple deliverables as defined in Emerging Issues Task Force (EITF) Issue No. 00-21,
Accounting for Revenue Arrangements with Multiple Deliverables. Effective July 1, 2003, the Company identifies all goods and/or services that are to be delivered separately under a sales arrangement and allocates revenue to each deliverable
based on fair value that is established with the customer during contract negotiations. In general, revenues are separated between product sales and non-recurring engineering services. The allocated revenue for each deliverable is then recognized
using appropriate revenue recognition methods.



Effective for
transactions entered into after October 1, 2003, the Company accounts for transactions with software and non-software components under EITF Issue 03-5, Applicability of AICPA Statement of Position 97-2, Software Revenue Recognition, to
Non-Software Deliverables in an Arrangement Containing More-Than-Incidental Software.



10



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Income taxes are recorded in accordance with SFAS No. 109, Accounting for Income Taxes.Provisions
for federal and state income taxes are calculated on reported financial statement pre-tax income based on current tax law. The Company recognizes deferred tax assets and liabilities for temporary differences between the financial reporting basis and
the tax basis of the Companys assets and liabilities and expected benefits of utilizing net operating loss carryforwards. The impact on deferred taxes of changes in tax rates and laws, if any, applied to the years during which temporary
differences are expected to be settled, are reflected in the consolidated financial statements in the period of enactment.



We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. These
allowances are determined by analyzing historical data and trends. If actual losses are greater than estimated amounts or if the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments,
future results from operations could be adversely affected.



Inventories are written down for estimated obsolescence equal to the difference between the cost of inventory and the estimated net realizable value based upon assumptions about future market conditions. If actual future demand or market
conditions are less favorable than those projected by management, additional inventory write-downs may be required.



We offer warranties on some products of various lengths. At the time of shipment, we establish a reserve for the estimated cost of warranties based on our
best estimate of the amounts necessary to settle future and existing claims using historical data on products sold as of the balance sheet date. The length of the warranty period, the products failure rates and the customers usage
affects warranty cost. If the actual cost of warranties differs from our estimated amounts, future results of operations could be adversely affected.



Business Segments



We operate in one principal business segment which designs, manufactures and sells flight information computers, flat panel displays and advanced monitoring systems to the Department of Defense, government agencies,
commercial air transport carriers and corporate/general aviation markets. We currently derive virtually all our net sales from the sale of this equipment. Almost all of the net sales, operating results and identifiable assets are in the United
States.



11



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New Accounting Pronouncements



In January 2003, the FASB issued FIN 46, Consolidation of Variable Interest Entities an Interpretation of ARB No. 51.
FIN 46 addresses consolidation by business enterprises of variable interest entities. The FASB then issued FIN 46(R), Consolidation of Variable Interest Entities an Interpretation of ARB No. 51, which replaced FIN 46. Application of FIN 46(R)
is required in financial statements of public entities that have interests in variable interest entities or potential variable interest entities commonly referred to as special-purpose entities for periods ending after December 15, 2003. The Company
evaluated FIN 46(R), and the adoption has no impact on the Companys financial position or results of operations.



In May 2003, the FASB issued SFAS 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. This
Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a
liability (or an asset in some circumstances). This Statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003.
The Company adopted the provisions of SFAS 150, including the deferral of certain effective dates as a result of the provisions of FASB Staff Position 150-3, Effective Date, Disclosures, and Transition for Mandatorily Redeemable Financial
Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests Under FASB Statement No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity.
The Company does not have any significant financial instruments with characteristics of both liabilities and equity as of December 31, 2003.



In July 2003, the Emerging Issues Task Force (EITF) reached a consensus on EITF No. 03-5, Applicability of AICPA Statement of Position (SOP) 97-2,
Software Revenue Recognition, to Non-Software Deliverables in an Arrangement Containing More-Than-Incidental Software. EITF 03-5 addresses whether non-software deliverables included in an arrangement that contains software that is more than
incidental to the products or services as a whole are included within the scope of SOP 97-2. EITF 03-5 was ratified by the FASB on August 13, 2003 and is effective for transactions entered into after the beginning of the first reporting period after
FASB ratification. The Company adopted this statement and it did not have a material impact on its consolidated financial position or results of operations.



FORWARD-LOOKING STATEMENTS



This Form 10-Q contains statements, which, to the extent that they are not recitations of historical fact, constitute forward-looking statements within the meaning of the
Securities Act of 1933 and the Securities Exchange Act of 1934. The words believe, estimate, anticipate, project, intend, expect, plan, outlook,
forecast and similar expressions are intended to identify forward-looking statements. Numerous factors, including potentially the following factors, could affect the Companys forward-looking statements and actual performance:



| |  | continued market acceptance of our air data systems products;
| | - | -------------------------------------------------------------



| |  | the ability to obtain or the timing of obtaining future government awards;
| | - | --------------------------------------------------------------------------



| |  | the availability of government funding and customer requirements both domestically and internationally;
| | - | -------------------------------------------------------------------------------------------------------



| |  | difficulties in developing and producing our flat panel display systems (CIP) or other planned products or product enhancements;
| | - | --------------------------------------------------------------------------------------------------------------------------------



| |  | market acceptance of our CIP system or other planned products or product enhancements;
| | - | --------------------------------------------------------------------------------------



| |  | our ability to gain regulatory approval of our products in a timely manner;
| | - | ---------------------------------------------------------------------------



| |  | delays in receiving components from third party suppliers;
| | - | ----------------------------------------------------------



12



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| |  | the competitive environment;
| | - | ----------------------------



| |  | the timing and customer acceptance of product deliveries and launches;
| | - | ----------------------------------------------------------------------



| |  | the termination of programs or contracts for convenience by customers;
| | - | ----------------------------------------------------------------------



| |  | failure to retain key personnel;
| | - | --------------------------------



| |  | new product offerings from competitors;
| | - | ---------------------------------------



| |  | potential future acquisitions;
| | - | ------------------------------



| |  | protection of intellectual property rights; and
| | - | -----------------------------------------------



| |  | our ability to service the international market.
| | - | ------------------------------------------------



Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Form 10-Q. The Company does not undertake
any obligation to publicly release any revisions to these forward-looking statements to reflect events, circumstances or changes in expectations after the date of this Form 10-Q, or to reflect the occurrence of unanticipated events. The
forward-looking statements in this document are intended to be subject to the safe harbor protection provided by Sections 27A of the Securities Act and 21E of the Exchange Act.



For a discussion identifying some important factors that could cause actual results to vary materially from those anticipated in the
forward-looking statements, see the Companys Securities and Exchange Commission filings including, but not limited to, the discussions of Risk Factors contained in the Companys Annual Report on Form 10-K for the fiscal year
ended September 30, 2003



|Item 3. |  | Quantitative and Qualitative Disclosures About Market Risk
|------- |  | ----------------------------------------------------------



The Companys operations are exposed to market risks primarily as a result of changes in interest rates. The Company does not use derivative financial instruments
for speculative or trading purposes. The Companys exposure to market risk for changes in interest rates relates to its cash equivalents and an industrial revenue bond. The Companys cash equivalents consist of funds invested in money
market accounts, which bear interest at a variable rate, while the industrial revenue bond carries an interest rate that is consistent with 30-day, tax-exempt commercial paper. As the interest rates are variable, and we do not engage in hedging
activities, a change in interest rates earned on the cash equivalents or paid on the industrial revenue bond would impact interest income and expense along with cash flows, but would not impact the fair market value of the related underlying
instruments.



|Item 4. |  | Controls and Procedures
|------- |  | -----------------------



An evaluation was performed under the supervision and with the participation of the Companys management, including its Chief Executive Officer, or CEO, and Chief
Financial Officer, or CFO, of the effectiveness of the Companys disclosure controls and procedures, as such term is defined under Rule 13a-14(c) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act)
as of December 31, 2003. Based on that evaluation, the Companys management, including the CEO and CFO, concluded that the Companys disclosure controls and procedures are effective to ensure that information required to be disclosed by
the Company in reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported as specified in Securities and Exchange Commission rules and forms. There were no significant changes in the Companys
internal control over financial reporting that occurred during the Companys most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.



13



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PART IIOTHER INFORMATION



|Item 6. |  | Exhibits and Reports on Form 8-K.
|------- |  | ---------------------------------



(a) Exhibits



|     | 
|---- | 
|31.1 | 
|     | 
|31.2 | 
|     | 
|32.1 | 



(b) Reports on Form
8-K.



None



14



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SIGNATURES



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.



|                       |  |  |  |                                      |  |                        |  |                                                                      
|---------------------- |  |  |  | ------------------------------------ |  | ---------------------- |  | ---------------------------------------------------------------------
|                       |  |  |  | INNOVATIVE SOLUTIONS & SUPPORT, INC.
|                       |  |  | 
|Date: February 3, 2004 |  |  |  | By:                                  |  | /s/    JAMES J.
REILLY
|                       |  |  |  |                                      |  |                        |  | James J. Reilly Chief Financial Officer (Principal Financial Officer)



15



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EXHIBIT INDEX



|ExhibitNumber |  | Description of Exhibit                                                                                                
|------------- |  | ----------------------------------------------------------------------------------------------------------------------
|              | 
|31.1          |  | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)                                                   
|              | 
|31.2          |  | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)                                                   
|              | 
|32.1          |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



16