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Form 8-K

sec.gov

8-K — INNOVATIVE SOLUTIONS & SUPPORT INC

Accession: 0001104659-26-095548

Filed: 2026-08-13

Period: 2026-08-13

CIK: 0000836690

SIC: 7371 (SERVICES-COMPUTER PROGRAMMING SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tm2623046d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2623046d1_ex99-1.htm)

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8-K (Primary)

Filename: tm2623046d1_8k.htm · Sequence: 1

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0000836690

0000836690

2026-08-13

2026-08-13

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT

REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 13, 2026

INNOVATIVE SOLUTIONS AND SUPPORT, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania

001-41503

23-2507402

(State or other jurisdiction of

Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

720 Pennsylvania Drive

Exton, Pennsylvania 19341

(Address of principal executive offices) (Zip Code)

(610) 646-9800

(Registrant’s telephone number, including

area code)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

ISSC

Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§ 240.12b-2 of this chapter).

Emerging

growth company ¨

If an emerging

growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any

new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02

Results of Operations and Financial Condition.

On August 13, 2026, Innovative Solutions and Support, Inc. issued a press release announcing its financial results for

the fiscal third quarter ended June 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein

by reference.

The information in this report (including Exhibit 99.1)

is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor

shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except

as shall be expressly provided by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release, dated August 13, 2026, announcing financial results for the fiscal third quarter ended June 30, 2026.

104

Cover Page Interactive Data File – the cover page XBRL tags are embedded within the inline XBRL document.

1

SIGNATURE

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 AND SUPPORT, INC.

Date: August 13, 2026

By:

/s/ Jeffrey DiGiovanni

Jeffrey DiGiovanni

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2623046d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

INNOVATIVE

AEROSYSTEMS

REPORTS

THIRD QUARTER FISCAL 2026 RESULTS

Exton,

PA, August 13, 2026 – Innovative Solutions & Support, Inc. (Nasdaq:

ISSC) dba Innovative Aerosystems and its subsidiaries (“IA”) or the "Company",

a leading provider of advanced avionic solutions for commercial, business, and military aviation markets, today announced its fiscal

2026 third quarter financial results for the three-month period ended June 30, 2026.

THIRD

QUARTER FISCAL 2026 HIGHLIGHTS

(all

comparisons versus the prior year period)

· Net

sales of $26.7 million, +10.7%

· Gross

profit of $13.8 million; gross margin of 51.7%

· Net

Income of $4.5 million, or $0.25 per diluted share

· Adjusted

Net Income(1) of $6.0 million, or $0.33 per diluted share

· EBITDA(1) of

$7.3 million; Adjusted EBITDA(1) of $7.7 million

· Operating

cash flow of $15.5 million for nine months ended June 30, 2026, +50.4%

· Free

cash flow(1) of $12.3 million for nine months ended June 30, 2026, +155%

· Ratio

of net debt to trailing twelve-month Adjusted EBITDA(1) of 1.4x as of June 30,

2026

· Backlog

of $82.9 million

· Completed

the acquisition of Aydin Displays in July 2026

(1) This

release includes non-GAAP financial measures, including Adjusted Net Income, Adjusted Net Income Per Share, EBITDA, Adjusted EBITDA,

Free Cash Flow, and Net Debt. Descriptions of these measures and reconciliations of these measures to the most directly comparable GAAP

financial measures are provided in the appendix of this release

MANAGEMENT

COMMENTARY

“Our

strong third quarter results reflect continued execution against our strategic priorities and position us for a solid finish to fiscal

2026 while building momentum into fiscal 2027,” stated Shahram Askarpour, President and Chief Executive Officer of Innovative Aerosystems.

"Third quarter revenue increased approximately 11%, driven by strong organic growth across our commercial aerospace and business

aviation markets despite elevated F-16 revenues in the last year’s comparable period as a result of the transition of manufacturing

into our Exton facility. Our disciplined execution, combined with a more favorable business mix and operating leverage, contributed to

gross margin of 51.7% and adjusted EBITDA growth of 74.7%, demonstrating the strength and scalability of our business model.

“During

the quarter, we also made meaningful progress on several strategic initiatives that advance our long-term objective of achieving $250

million in annual revenue," continued Askarpour. "Our acquisition of Aydin Displays adds highly complementary display technologies

to our portfolio, strengthens our position in the military market, and expands our capabilities into the naval and ground defense sectors.

We were also pleased to announce an agreement with a leading Japanese developer of electric vertical takeoff and landing (eVTOL) aircraft,

to design and develop the primary display and avionics architecture for its next-generation aircraft. This represents the first production

award for our Liberty Flight Deck platform and highlights the growing commercial traction of our innovation investments. As our

next generation flight deck automation products continue to gain market acceptance, we remain encouraged by the strength of our business

development pipeline and future growth opportunities.

“As

we continue to execute our strategic priorities, we are also excited to announce our upcoming stock ticker symbol change to 'IA,' further

reinforcing our corporate rebranding as Innovative Aerosystems. Our new identity reflects our evolution into a provider of integrated

avionics and intelligent aerospace systems designed to solve increasingly complex customer challenges. We were also honored to be added

to the Russell 2000® Index, an important milestone that reflects the progress we have made in strengthening the Company and increasing

our visibility within the investment community.

“We

generated free cash flow of $12.3 million in the first nine months of fiscal 2026, reflecting our strong operating results and the benefits

of our capital-light model,” continued Askarpour. “We ended the third quarter with a Net Debt to trailing twelve-month Adjusted

EBITDA of 1.4x, even after deploying more than $35 million of capital toward strategic investments during fiscal 2026, which demonstrates

the strong cash flow generation of our business. We ended the quarter with $53.7 million of cash and available capacity under our credit

facility, which provides significant financial flexibility to advance our strategic growth priorities.

“We

expect to finish fiscal 2026 on a positive note driven by continued strength across our commercial, business jet and military markets,

combined with our recent acquisitions that further enhance our integrated avionics platform and overall value proposition with customers.

We remain confident in our strategy, excited by the opportunities ahead, and committed to creating long-term value for our customers

and shareholders,” concluded Askarpour.

THIRD

QUARTER FISCAL 2026 PERFORMANCE

Third

quarter revenue was $26.7 million, an increase of 10.7% compared to the same period last year, as strong growth in commercial and business

aviation markets and the contribution from recent acquisitions despite elevated F-16 revenues in

last year’s comparable period as a result of the transition of manufacturing into the Company’s Exton facility.

Gross

profit was $13.8 million during the third quarter of 2026, an increase of 60.9% when compared to the third quarter of last year. The

improvement was driven by revenue growth and a favorable revenue mix within the commercial aftermarket business, as well as the timing

of expense recognition related to the F-16 transition in last year’s third quarter. As a result, third quarter 2026 gross margin

was 51.7%, an increase from 35.6% during the third quarter last year.

Third

quarter 2026 operating expenses were $7.8 million, compared to $5.1 million in the third quarter of last year. The increase in operating

expenses reflects investments in R&D and business development in support of growth initiatives, as well as incremental expenses related

to recent acquisitions.

Net

income was $4.5 million, or $0.25 per diluted share during the third quarter, compared to net income of $2.4 million, or $0.14 per share

in the third quarter of last year.

Adjusted

Net Income was $6.0 million, or $0.33 per diluted share during the third quarter, compared to Adjusted Net Income of $2.9 million, or

$0.16 per share in the third quarter of last year.

EBITDA

was $7.3 million during the third quarter 2026, up from $4.3 million in the third quarter of last year, reflecting the strong revenue

growth and operating leverage, partially offset by continued investments in support of growth initiatives. Adjusted EBITDA was $7.7 million

during the third quarter, up from $4.4 million in the third quarter of last year.

New

orders in the third quarter of fiscal 2026 were $22.7 million and backlog as of June 30, 2026 was $82.9 million. Backlog represents

the value of contracts and purchase orders, less the revenue recognized to date on those contracts and purchase orders. The backlog includes

committed purchases and excludes potential future sole-source production orders from products developed under the Company’s engineering

development contracts programs.

BALANCE

SHEET, LIQUIDITY, AND FREE CASH FLOW

As

of June 30, 2026, total debt was $54.5 million. Cash and cash equivalents as of June 30, 2026, were $10.7 million, resulting

in net debt of $43.8 million. Net debt increased $21 million from the year-ago period, even after deploying over $35 million used for

acquisitions and elevated capital expenditures in support of the Exton expansion since the year-ago period, reflecting the strong operating

results and strong free cash flow generation. As of June 30, 2026, the Company had total available liquidity of $53.7 million, including

cash of $10.7 million and availability of $43.0 million under its credit line.

Cash

flow provided by operations was $15.5 million during the first nine months of 2026, compared to $10.3 million in the same period last

year. Capital expenditures during the first nine months of 2026 were $3.2 million, versus $5.5 million in the year-ago period. As a result,

free cash flow was $12.3 million during the first three quarters of 2026 up sharply from $4.8 million last year.

THIRD

QUARTER FISCAL 2026 RESULTS CONFERENCE CALL

Innovative

Aerosystems will host a conference call at 10:00 AM ET on Thursday, August 13, 2026, to discuss the Company’s fiscal 2026

third quarter results.

A

webcast of the conference call and accompanying presentation materials will be available in the Investor Relations section of the Company’s

website at https://iascorp.com/investor-relations/events-presentation/ and a replay of the webcast will be available at the same

time shortly after the webcast is complete.

To participate in the live teleconference:

Domestic Live:

1-877-451-6152

International Live:

1-201-389-0879

To

listen to a replay of the teleconference, which subsequently will be available through August 27, 2026:

Domestic Replay:

1-844-512-2921

International Replay:

1-412-317-6671

Conference ID:

13761670

NON-GAAP

FINANCIAL MEASURES

EBITDA,

Adjusted EBITDA, Adjusted Net Income, Adjusted Net Income Per Share (“Adjusted EPS”), Adjusted Net Cash provided by operating

activities (“free cash flow”) and net debt are not measures of financial performance under U.S. Generally Accepted Accounting

Principles (“GAAP”) and should not be considered substitutes for the GAAP measures net income (for EBITDA, Adjusted EBITDA

and Adjusted Net Income), net income per share (for Adjusted EPS), net cash provided by operating activities (for free cash flow), or

total debt (for net debt), which the Company considers to be the most directly comparable GAAP measures. These non-GAAP financial measures

have limitations as analytical tools, and when assessing the Company’s operating performance, readers should not consider these

non-GAAP financial measures in isolation or as substitutes for net income, diluted earnings per share, net cash provided by operating

activities or other consolidated income statement data prepared in accordance with GAAP. Other companies in the Company’s industry

may define or calculate these non-GAAP financial measures differently than the Company does, and accordingly, these measures may not

be comparable to similarly titled measures used by other companies.

EBITDA:

The Company defines EBITDA as net income before interest, taxes, depreciation, and amortization. The Company believes EBITDA to be relevant

and useful information to its investors because it provides additional information in assessing the Company’s financial operating

results. The Company’s management uses EBITDA in evaluating operating performance, ability to service debt, and ability to fund

capital expenditures and pay dividends. However, EBITDA has certain limitations in that it does not reflect the impact of certain expenses

on the Company’s consolidated statements of income, including interest expense, which is a necessary element of the Company’s

costs because the Company has borrowed money in order to finance operations, income tax expense, which is a necessary element of costs

because taxes are imposed by law, and depreciation and amortization, which are necessary elements of costs because the Company uses capital

assets to generate income. EBITDA should be considered in addition to, and not as a substitute for, or superior to, operating income,

net income or other measures of financial performance prepared in accordance with GAAP. Furthermore, the Company’s definition of

EBITDA may not be comparable to similarly titled measures reported by other companies.

Adjusted

EBITDA: The Company defines Adjusted EBITDA as net income before interest, taxes, depreciation, amortization, transaction-related acquisition

and integration expenses, and non-recurring items. The Company believes that Adjusted EBITDA is an appropriate measure of operating performance

because it eliminates the impact of expenses that do not relate to ongoing business performance, and that the presentation of this measure

enhances an investor’s understanding of its financial performance.

Adjusted

EBITDA has important limitations as analytical tools. For example, Adjusted EBITDA:

· does

not reflect any cash capital expenditure requirements for the assets being depreciated and

amortized, which assets may have to be replaced in the future;

· does

not reflect changes in, or cash requirements for, the Company’s working capital needs;

· excludes

the impact of certain cash charges resulting from matters the Company considers not to be

indicative of its ongoing operations;

· does

not reflect the interest expense or the cash requirements necessary to service interest or

principal payments on the Company’s debt; and

· excludes

certain tax payments that may represent a reduction in available cash.

Adjusted

Net Income and Adjusted EPS: We believe Adjusted Net Income and Adjusted EPS are important measures of our recurring operations as they

exclude items that may not be indicative of our core operating results. These measures represent GAAP net income and diluted net income

per share adjusted for the impact of certain items directly related to acquisitions and other non-recurring items. These adjustments

include: (i) the amortization of acquired intangibles; (ii) acquisition and integration charges and other non-recurring items;

and (iii) the related tax effect. We specifically exclude amortization of acquired intangibles because it is generally a fixed non-cash

expense that can be significantly impacted by the timing and/or size of acquisitions and management does not use this measure to evaluate

the Company’s core operating results. Although the Company excludes the amortization of acquired intangibles from Adjusted Net

Income and Adjusted EPS, management believes that it is important for investors to understand that such intangible assets were recorded

as part of acquisition accounting and contribute to revenue generation.

Free

Cash Flow: Free cash flow is calculated as net cash provided by operating activities less capital expenditures. The Company believes

that free cash flow is an important financial measure for use in evaluating financial performance because it measures the Company’s

ability to generate additional cash from its business operations.

Net

Debt: Net debt is calculated as total debt, excluding debt issuance costs minus cash and cash equivalents, and Leverage Ratio is calculated

as Net Debt divided by trailing 12 months Adjusted EBITDA. The Company believes that Net debt and Leverage Ratio are important financial

measures for use in measuring the Company’s financial performance relative to its level of debt.

A

reconciliation of each non-GAAP measure to the most directly comparable GAAP measure is set forth below.

ABOUT

INNOVATIVE AEROSYSTEMS

Headquartered

in Exton, Pa., Innovative Aerosystems is a U.S.-based company specializing in the engineering, manufacturing, and supply of advanced

avionic solutions. Its extensive global product reach and customer base span commercial, business, and military aviation markets, catering

to both airframe manufacturers and aftermarket services for fixed-wing and rotorcraft applications. IA offers cutting-edge, cost-effective

solutions while maintaining legacy product lines. The company is poised to leverage its experience to create growth opportunities in

next-generation navigation systems, advanced flight deck and special mission displays, precise air data instrumentation, autothrottles,

flight control computers, mission computers and software based situational awareness targeting autonomous flight. Supported by a robust

portfolio of patents and the highest aircraft certification standards, IA is at the forefront of meeting the aerospace industry's

demand for more sophisticated and technologically advanced products. For more information, please visit us at www.iascorp.com.

FORWARD-LOOKING

STATEMENTS

In

addition to the historical information contained herein, this press release contains “forward-looking statements” within

the meaning of, and intended to be covered by, the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In

this press release, the words “anticipates,” “believes,” “may,” “will,” “estimates,”

“continues,” “anticipates,” “intends,” “forecasts,” “expects,” “plans,”

“could,” “should,” “would,” “is likely,” “projected,” “might,”

“potential,” “preliminary,” “provisionally,” references to “fiscal year 2026,” “guidance”

“positioning” or “drivers” for fiscal 2026 and thereafter and “long term” or “longer-term”

targets and “next phase of growth” information, and similar expressions, as they relate to the business or to its management,

are intended to identify forward-looking statements, but they are not exclusive means of identifying them. All forward-looking statements

are based on management’s current expectations and beliefs concerning future developments and their potential effects on the Company

including, without limitation, statements about: future revenue; financial performance and profitability; future business opportunities;

the integration of the Honeywell product lines, including statements regarding the ongoing integration; plans to grow organically through

new product development and related market expansion, as well as via acquisitions; the expansion of the Exton facility; and the timing

of long-term programs remaining in production and continuing to generate future sales. Forward-looking statements are subject to numerous

assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made. Because

forward-looking statements are subject to assumptions, risks and uncertainties, actual results may differ materially from those expressed

or implied by such forward-looking statements. Factors that could cause results to differ materially from those expressed or implied

by such forward-looking statements include, but are not limited to, the Company’s ability to efficiently integrate acquired and

licensed product lines, including the Honeywell product lines, into its operations; a reduction in anticipated orders; an economic downturn;

changes in the competitive marketplace and/or customer requirements; an inability to perform customer contracts at anticipated cost levels;

market acceptance and demand for our products and programs; and other factors that generally affect the economic and business environments

in which the Company operates. Such factors are detailed in the Company's Annual Report on Form 10-K for the fiscal year ended September 30,

2025, as amended, and subsequent reports filed with the Securities and Exchange Commission. Many of the factors that will determine the

Company’s future results are beyond the ability of management to control or predict. Readers should not place undue reliance on

forward-looking statements. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other

forward-looking statements, whether as a result of new information, future events or otherwise.

IR

CONTACT

Paul

Bartolai or Noel Ryan

ISSC@val-adv.com

INNOVATIVE

SOLUTIONS AND SUPPORT, INC

CONDENSED

CONSOLIDATED BALANCE SHEETS

(unaudited)

June 30,

September 30,

2026

2025

ASSETS

Current assets

Cash and cash equivalents

$ 10,694,977

$ 2,693,595

Accounts receivable

15,984,217

12,956,476

Contract assets

1,735,266

5,320,353

Inventories

32,084,294

25,802,181

Prepaid inventory

2,562,297

Prepaid expenses

and other current assets

3,931,931

1,392,398

Total current assets

64,430,685

50,727,300

Goodwill

15,773,104

6,703,104

Intangible assets, net

46,032,372

23,582,615

Property and equipment, net

20,682,675

18,804,536

Deferred income taxes

452,070

2,824,132

Other assets

586,248

718,466

Total assets

$ 147,957,154

$ 103,360,153

LIABILITIES AND SHAREHOLDERS’

EQUITY

Current liabilities

Current portion of long-term debt,

net

$ 5,642,850

$ 2,438,802

Accounts payable

9,816,404

3,578,411

Accrued expenses

4,863,119

8,161,967

Contract liabilities

1,371,909

2,481,929

Total current liabilities

21,694,282

16,661,109

Long-term debt, net

48,669,107

21,700,005

Other liabilities

396,497

396,497

Total liabilities

70,759,886

38,757,611

Commitments and contingencies (See Note

7)

Shareholders’ equity

Preferred stock, 10,000,000 shares

authorized, $.001 par value, of which 200,000 shares are authorized as Class A Convertible stock. No shares issued and outstanding

at June 30, 2026 and September 30, 2025

Common stock, $.001 par value: 75,000,000

shares authorized, 18,237,353 and 17,970,453 issued at June 30, 2026 and September 30, 2025, respectively

17,898

17,631

Additional paid-in capital

40,363,111

39,751,130

Retained earnings

40,277,231

28,294,753

Treasury stock,

at cost, 339,644 shares at June 30, 2026 and at September 30, 2025, respectively

(3,460,972 )

(3,460,972 )

Total shareholders’

equity

77,197,268

64,602,542

Total liabilities

and shareholders’ equity

$ 147,957,154

$ 103,360,153

INNOVATIVE

SOLUTIONS AND SUPPORT, INC.

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

Three Months

Ended June 30,

Nine Months

Ended June 30,

2026

2025

2026

2025

Net sales:

Product

$ 17,516,767

$ 16,601,648

$ 45,391,826

$ 39,765,914

Services

9,215,214

7,543,184

25,512,267

22,283,861

Total net sales

26,731,981

24,144,832

70,904,093

62,049,775

Cost of sales:

Product

8,587,572

11,548,790

22,436,958

23,087,398

Services

4,336,843

4,013,807

11,340,314

12,502,462

Total cost of sales

12,924,415

15,562,597

33,777,272

35,589,860

Gross profit

13,807,566

8,582,235

37,126,821

26,459,915

Operating expenses:

Research and development

1,877,680

916,829

4,994,643

2,891,793

Selling, general

and administrative

5,901,260

4,151,074

14,867,731

11,725,652

Total operating

expenses

7,778,940

5,067,903

19,862,374

14,617,445

Operating income

6,028,626

3,514,332

17,264,447

11,842,470

Interest expense

(1,017,073 )

(407,459 )

(2,022,004 )

(1,221,926 )

Interest income

5,585

4,623

13,408

14,501

Other income

64,100

6

Income before income taxes

5,017,138

3,111,496

15,319,951

10,635,051

Income tax expense

527,815

667,682

3,337,473

2,118,703

Net income

$ 4,489,323

$ 2,443,814

$ 11,982,478

$ 8,516,348

Net income per common share:

Basic

$ 0.25

$ 0.14

$ 0.67

$ 0.49

Diluted

$ 0.25

$ 0.14

$ 0.66

$ 0.48

Weighted average shares outstanding:

Basic

17,883,090

17,601,814

17,792,981

17,554,824

Diluted

18,270,332

17,835,748

18,212,038

17,709,795

Reconciliation

of Net Income to

EBITDA and Adjusted EBITDA

Three

Months Ended

June 30,

Nine

Months Ended

June 30,

2026

2025

2026

2025

Net Income

$ 4,489,323

$ 2,443,814

$ 11,982,478

$ 8,516,348

Income tax expense

527,815

667,682

3,337,473

2,118,703

Interest expense

1,017,073

407,459

2,022,004

1,221,926

Depreciation and

amortization

1,299,934

820,410

3,291,520

2,825,051

EBITDA

$ 7,334,145

$ 4,339,365

$ 20,633,475

$ 14,682,028

Acquisition related costs

240,035

68,000

1,040,495

415,780

Other strategic initiatives

125,000

-

199.937

104,977

Adjusted EBITDA

$ 7,699,180

$ 4,407,365

$ 21,873,907

$ 15,202,785

Reconciliation

of Net Income to

EBITDA and Adjusted EBITDA

Three

Months Ended

June 30,

Nine

Months Ended

June 30,

2026

2025

2026

2025

EBITDA Margin *

27 %

18 %

29 %

24 %

Adjusted EBITDA Margin **

29 %

18 %

31 %

25 %

*

EBITDA Margin is defined as EBITDA divided by total revenue

**

Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by total revenue

Reconciliation

- GAAP Net Income and

GAAP income per share to Adjusted

Net Income and Adjusted EPS

Three Months Ended June 30,

2026

2025

(Unaudited)

Amount

Per Share

Amount

Per Share

GAAP net income and EPS

$ 4,489,323

$ 0.25

$ 2,443,814

$ 0.14

Amortization of acquired Intangibles

1,299,934

0.08

552,757

0.03

Acquisition related costs

240,035

0.01

68,000

0.00

Other strategic initiatives

125,000

-

-

0.00

Tax impact of adjustments*

(175,159 )

(0.01 )

(125,058 )

(0.01 )

Adjusted Net Income and Adjusted EPS*

$ 5,979,133

$ 0.33

$ 2,939,513

$ 0.16

*The

blended effective tax rates were approximately

10.5% and 21.5% for the three months ended June

30, 2026 and 2025, respectively.

Three Months Ended June 30,

2026

2025

Weighted average shares outstanding

Basic

17,883,090

17,601,814

Diluted

18,270,332

17,835,748

Reconciliation - GAAP Net Income and

GAAP income per share to Adjusted

Net Income and Adjusted EPS

Nine Months Ended June 30,

2026

2025

(Unaudited)

Amount

Per Share

Amount

Per Share

GAAP net income  and EPS

$ 11,982,478

$ 0.66

$ 8,516,348

$ 0.48

Amortization of acquired Intangibles

3,291,520

0.18

1,662,915

0.10

Acquisition related costs

1,040,495

0.07

415,780

0.02

Other strategic initiatives

199,937

-

104,977

0.01

Tax impact of adjustments*

(476,772 )

(0.03 )

(1,748,643 )

(0.10 )

Adjusted Net Income and Adjusted EPS*

$ 16,037,658

$ 0.88

$ 8,951,377

$ 0.51

*The

blended effective tax rates were approximately

21.8% and 19.9% for the mome months ended

March 31, 2026 and 2025, respectively.

Nine Months Ended June 30,

2026

2025

Weighted average shares outstanding

Basic

17,792,981

17,554,824

Diluted

18,212,038

17,709,975

Free

Cash Flow

Three Months Ended

Nine Months Ended

June 30,

June 30,

2026

2025

2026

2025

Operating Cashflow

$ 5,089,799

$ 7,206,836

$ 15,540,729

$ 10,336,200

Capital Expenditures

475,514

3,687,913

3,209,906

5,504,928

Free Cashflow

$ 4,614,285

$ 3,518,923

$ 12,330,823

$ 4,831,272

Net

Debt

As of June 30,

2026

2025

Total Debt*

$ 54,500,000

$ 23,258,511

Cash

10,694,977

601,759

Net Debt*

$ 48,360,843

$ 22,656,752

* Excludes capitalized debt fees

Leverage Ratio

As of June 30,

2026

2025

Net Debt

$ 43,805,023

$ 22,656,752

Divided by trailing twelve months Adjusted

EBITDA

31,506,083

20,833,461

Leverage Ratio**

1.4 x

1.1 x

** Leverage Ratio is calculated as Net

Debt divided by trailing 12 months

Adjusted EBITDA

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