Good evening. And welcome to the Innovative Solutions & Support's Fourth Quarter Fiscal 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. Please go ahead.

Thank you. Welcome to Innovative Solutions & Support's fourth quarter and full year 2024 results conference call. Leading the call today are our CEO, Shahram Askarpour; and CFO, Jeff DiGiovanni. Earlier today, we issued a press release detailing our fourth quarter and full year 2024 operational and financial results. This release is publicly available in the Investor Relations section of our corporate Web site 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 the 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 earlier today. Today's call will begin with prepared remarks from Shahram Askarpour, who will provide a review of our recent business performance and strategic outlook, followed by a financial update from 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 afternoon, to everyone joining us on the call today. Let's begin with a high level overview of our fourth quarter and full year financial performance. This was a transformative year for IS&S, one in which we delivered significant year-over-year growth in revenue, net income, EBITDA and free cash flow. We generated net income of $7 million, which was up 16% from the prior year. In addition, total EBITDA was approximately $12 million, which was up 36% from the prior year and is up nearly three folds from just three years ago. During the fourth quarter, we delivered more than 18% year-over-year growth in revenue, driven by momentum from new military programs and recently acquired platforms. In recent quarters, demand across our military end markets has increased, supported by orders from both the US Department of Defense and allied foreign militaries. As a higher volume of backlog converts to revenue, we've realized improved operating leverage, a dynamic we expect to continue into the coming year. At a strategic level, we continue to build a growth platform centered exclusively on advanced avionics solutions for both commercial and military markets. Over time, our systems integration expertise has positioned IS&S as a preferred partner in the fleet modernization and retrofit markets, one whose in-house design, manufacturing, installation and support capabilities provide customers with safe, compliant and cost effective solutions that enhance aircraft safety, compliance and mission readiness. We've built a strong reputation in the market that positions us to further scale our business moving forward. Today, we are introducing IS&S Next, a long term value creation strategy. We consider this strategy the guiding framework for our next chapter of growth as we'll outline over the coming quarters. At a high level, our strategy centers on a combination of targeted…

Thank you, Shahram. And good afternoon to all those joining us. Today, I will provide a high level overview of our fourth quarter performance, including a discussion of our working capital, balance sheet and liquidity profile at quarter end. We generated net revenues of $15.4 million in the fourth quarter, up 18% when compared to the fourth quarter last year. The increase was driven by contribution from the recently acquired Honeywell product lines, growing momentum in new military programs, as well as revenue synergies from the Honeywell platforms acquired last year. It is worth noting that our fourth quarter 2024 revenues were impacted by a $1.7 million true-up payment for services performed by third parties. Additionally, we were pleased to see continued stabilization in the air transport market and we saw sequential growth in this market when compared to the first half of the year. Product sales increased to $9.8 million during the fourth quarter, driven by contribution from our commercial air transport programs. Customer service revenue was $5.5 million owing largely to the customer service sales from the product lines acquired from Honeywell. Gross profit was $8.5 million during the fourth quarter, up $8.1 million in the same period last year, driven by strong revenue growth, partially offset by the higher depreciation and amortization expense resulting from the Honeywell acquisitions and continued investments in growth initiatives. On that note, I think it's important to recalibrate expectations around our recent gross margin performance and our anticipated margin outlook entering 2025. There are two primary factors that have impacted gross margin capture in recent quarters. The first factor is related to the incremental depreciation and amortization that has resulted from recent product line acquisitions. As we continue to complete product line acquisitions in the future, we expect that this will be…

We will now begin the question and answer session [Operator Instructions]. The first question comes from Andrew Rem with Odinson Partners.

Maybe if I could start, I'm going to call it the Honeywell acquisition number three, the one you announced in early October. Can you give us a perspective on like the revenue and EBITDA contribution, or just give us some sense of what that acquisition looks like and impact on FY25?

Well, first of all, Andrew, yes, we did the acquisition in September. There is -- are we going to be putting our backlog information?

Yes. So Andrew, a couple of things on that one. Under that acquisition, the backlog came on around $74 million. So in our backlog, you include about $74 million of backlog acquired on that acquisition, and which is production. So that's going to bleed off over probably a three to four year period. And military has lower margins than commercial.

In terms of EBITDA, the margins we believe is going to be similar to our EBITDA margins…

Just to clarify, you're saying that, I think you said it in your prepared remarks as well, gross margin is lower. But were you saying EBITDA margins are closer to being similar or those also are a little lower?

Comparable to what we have, because the way we look at it is that it's an addition. It doesn't significantly increase our SG&A or engineering. So it's -- in a lot of ways when you look at it, the gross margins fall into EBITDA.

And on the backlog, should we -- does it necessarily burn off linearly or can it be more chunky over from one year…

Yes. I mean, part of the backlog being what it is, was that there was an obsolescence issue that Honeywell resolved few months ago. And because of that obsolescence issue, the deliveries over the prior year or so were very limited. So there is a catch-up that's going to be done in 2025. And it's still a little bit too early for us to be able to accurately say how much of that is going to be done in 2025, because Honeywell is going to continue operating this product line at least for another three, four months before it comes to us and there's going to be a shutdown period as we experienced before while all the test equipment gets transferred here. So if I was to be a guessing man, I would say, our Q2 is going to see a big bump in revenue from this. Q3 probably would be the transition quarter, will be a little bit it -- it will get a dip and kind of it will hopefully recover by Q4. But I think some of the backlog, it's clear that performance is over four years and some of this is just behind the eight ball that we got to ship as soon as we can.

And then Jeff, you mentioned the $1.7 million true-up payment. Which segment does that fall in?

That will fall in the customer service segment.

And then on CapEx, I think you guys said $6 million. Is that all in FY25?

Some of it we already spent in FY24, yes…

So some in '24 but majority -- all that's going to be fiscal '25…

All the architectural work and all the design work and preliminary to get timing permissions and all of that, I think we paid for all that in '24.

So now you're moving forward with the construction in fiscal '25 so you see that in the CapEx going in 2025.

And when do you expect to complete all that work in fiscal '24?

Last June, if any construction is completed on time.

The next question comes from Doug Ruth with Lenox Financial Services.

I also want to congratulate you on the strong quarter. It's -- you really gave us a lot of information. Is there any way that you can give us any kind of projection, what Q1 might look like as far as revenue…

For the quarter that we're in right now…

Unfortunately, we don't provide the forward-looking statements…

Yes, I think I'll wait till February for that.

And is this the norm in your business to say that the backlog could take up to four years to earn out?

It depends on -- I mean, some of these are military contracts and they're production contracts. I mean, typically for IS&S when we have production contracts, we get releases, maybe 18 months releases or a year releases. This is -- our backlog is usually not of this magnitude. These are military contracts and some of them are with Lockheed. They're on production contracts. And Lockheed had -- for some of these, they've gone out and issued purchase orders over the next four years. But for us, it's not typical but this is new.

And then can you -- you mentioned that you thought that the Q2 was, you called it a big bump. Could you explain that a little bit more, what you see happening in that quarter?

So I mean, if you remember when we did the acquisition from the first acquisition from Honeywell, the first quarter for it was our Q4 of 2023 where we got like a $6 million revenue that came from Honeywell. And that was because the next quarter they were planning on packing all the test equipment and shipping it to us. So they typically do as much pull in as they can in the prior quarter before shipping their equipment to make sure the customer has enough equipment to support them while we go through this transition phase. That quarter where that's going to happen looks like it's going to be Q2 of our financial 2025. So between January to March, we anticipate Honeywell is going to ship a lot of this equipment to Lockheed before they tear down the equipment to send it to us.

And my final question, could you tell us what the three highest priorities are for fiscal 2025?

So there is -- yes, I mean, there is -- I thought we outlined that in our speech. But we've got product development where we're looking at launching our latest generation, which is -- has a lot of artificial intelligence capabilities. It's certifiable artificial intelligence, which is unique in our industry at this point. So that product, we're going to be launching is -- we're going to finish the flight test with Pilatus for the PC-24 version of that utility management system. Another priority for us is in-sourcing a lot of the sub-assemblies and that would allow us to hopefully increase our gross margins. I think our gross margins gradually will hit a low of -- in low 50% middle of last year. And as we've kind of gained some efficiency and learning curve of our technicians, we've built it up to mid-50s. We like to be able to maintain that long term. And one way to do that, because as long as we're doing acquisitions, there's always going to be inefficiencies and you're going to be training new technicians, while other technicians are doing the work. So the way we can increase -- the way we can maintain that mid-50% ranges is by increasing the in-sourcing of the sub-assembly. So that's a big focus for us. And then the final is continue with our capital allocation of opportunistically identifying products that fit our profile and acquiring them. And that's -- those are the three things that are priorities for us.

The next question comes from Gowshi Sri with Singular Research.

The first question is with the recent wins on the military side, the US Army simply, could you give us color on whether you are -- what you're excited about in the military space and what are you guys doing that is helping you win market share and what's making you competitive in this space and how do you build momentum in that space?

So I mean, essentially what we've done was a shift in strategy. I'll go back to few years ago where they put a sequestration of dollars and the military budget got cut significantly. At the time, the strategy of our company became to shift our focus from military more towards the commercial side of things, which is what we did three years ago. When I took over, I started building our military business development team and to focus on getting more military business. It takes a while for these things to start paying off. So what we've seen so far, we've seen positive results. I think the autothrottle for the US Army. Autothrottle is a product that we developed many years ago and we had not been successful in marketing it to the military. We've been selling it to Textron as a forward fit on their King Air. But the US Army, the US Air Force, Navy, they have a number of these King Air C-12s and they could use the autothrottle. But just over a year ago, we got selected by METS, which is the multi engine training system for the US Navy. And now the US Army selected us for their C-12 platforms and we continue marketing that into the military side. We won this other program for a mission computer and a display. And we've got -- we actually got several other opportunities on the mission computer side of things that we're looking to explore. The acquisition we did from Honeywell for the F-16 flight control computer and the mission computer is going to open a lot of doors for us in terms of being at the table with the Lockheed and taking opportunity of other product lines that they are looking to acquire.

Given the increasing military presence, what are the potential challenges in a longer sales cycle with a more complex procurement process? Can you give us some color on what -- how do you manage that all state responses in your R&D and product development space?

I mean, the sales cycles are longer. But like I said, we started that down that line about three years ago and we're beginning to see fruits of those efforts and we're going to continue down that path. I mean, some of the things we're doing now in our organization in anticipation of some of the new contracts we're getting is making our facility more secure. We're putting a lot of controls in place. So we can take on secret programs from our military, as well as putting in system that can withstand government accounting, audits and all of that. So we've changed our MRP system, which is going to go live early 2025. We've been working on it for about a year now. And -- because our ERP system is kind of old and antiquated. So that would allow us to be able to easily show kind of costs to the government and be able to categorize expenses differently the way the government wants to see. So we've put in a lot of efforts into the infrastructure that would get us to a point that we can become a serious defense contract.

And given your strategy that you mentioned, the next strategy, what percentage of revenue ideally would you think in one to three years would be military -- in the military sector?

So I think on average, just about less than a third of our business used to be military. I guess, last year that went down because of the acquisitions we did with Honeywell that were mainly focused towards the commercial side. I think this year, military is going to be pretty large because of that new acquisition we did from Honeywell on the F-16. I think long term, we like the idea of having third military, third business aviation and third air transport, that's -- formula has worked for us for over 35 years and we like to see it that way. But you know as you grow you got to grow every sector. And when you say I'm going to grow my military five fold because I'm going to grow the business five fold then that becomes significant enough that you need to put some controls in place.

And I think you mentioned this about your US M2 but with the COGS space. How do you see the interplay between military and commercial technologies evolving? Are there any other specific -- I think you mentioned the US M2 is agnostic, but is there any specific synergies or cross pollination opportunities that you're targeting?

Well, I think our -- again, our product development strategy from day one was that we made one product and we sold that product to the military, to the commercial aviation, as well as their transport. Now, there are variation of it that go into the military. For example, we make the same display that we put in the 757/67, we put them in the C-130s. But the one that goes in the C-130 has night vision capability. So it's got two sets of lighting for nightlight sensing. But the kind of the backbone of the technology is the same. And going forward, we continue developing our products, like for example, the UMS that we made for Pilatus. It was very much one platform product. We developed it specifically for Pilatus. When we came, they wanted to do a more capable UMS, which we've been developing with them and that's the one that's going to go into flight test. I think it's scheduled for March or April. When we did that, we started taking account into, okay, how do we now make this more universal that we can put it in military aircraft as well, as well as put it in other business aircraft. And one of the things that became apparent is that if you're putting a flight control computer in the military aircraft today, they want to see artificial intelligence capabilities in it. So we added the artificial intelligence core to this product line so we can cross sell it in the military as well as in the business aviation side utilize it for more cockpit automation.

And my last question is, given the issues at Boeing, do you see any kind of potential lift in terms of retrofit opportunities, or how do you see that playing out, if there's any?

So I think your question is saying, the Boeing issues they're having, how does that affect the IS&S…

No, it's very good for IS&S. It's not that we want them to have issues. But as long as they come make new airplanes, people are going to fix their old airplanes.

So you are going to see that aging air frames still lot of repairs and maintenance, parts sales, spare sales in the market overall going up in aerospace because of that.

This concludes our question-and-answer session. I would like to turn the conference back over to Shahram Askarpour for any closing remarks. Please go ahead.

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

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