WASHINGTON, D.C. 20549
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [ ] No [X]
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes [ ] No [X]
Indicate by check mark whether the 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 has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).
Yes [X] No [ ]
Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this form 10-K or any amendment to this Form 10-K.
[ ]
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of "large accelerated filer," accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
If 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.
[ ]
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes [ ] No [X]
The aggregate market value of the voting shares of the Registrant held by non-affiliates as of April 30, 2017, was $12,234,165.
The number of shares of common stock, $0.01 par value, outstanding as of December 31, 2017, was 7,696,091.
Portions of the Registrant's Definitive Proxy Statement for the 2018 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days of October 31, 2017, are incorporated by reference into Part III of this Form 10-K.
Item 1. Business
PASSUR® Aerospace, Inc. ("PASSUR" or the "Company"), a New York corporation founded in 1967, is a leading business intelligence company, providing predictive analytics and decision support technology for the aviation industry primarily to improve the operational performance and cash flow of airlines and the airports where they operate. The Company is recognized as a leader in airline and airport operational efficiency and business aviation marketing and operational solutions. PASSUR is a pioneer in the successful use of big data, with an aviation intelligence platform and suite of web-based solutions that address the aviation industry's most intractable and costly challenges, including, but not limited to, the underutilization of airspace and airport capacity, delays, cancellations, and diversions. Several independent studies have estimated the annual direct costs of such inefficiencies in the United States at over $8 billion annually, and worldwide direct costs at over $30 billion annually. The Company's technology platform is supported by its Aviation Intelligence Center of Excellence, a team of subject matter experts with extensive experience in airline, airport, and business aviation operations, finance, air traffic management, systems automation, and data visualization, with specific expertise in the operational and business needs, requirements, objectives, and constraints of the aviation industry.
PASSUR's mission is to improve global air traffic efficiencies by connecting the world's aviation professionals onto a single aviation intelligence platform, making air travel more predictable, gate-to-gate, by using predictive analytics generated from our own big data – to mitigate constraints for airlines and their customers. PASSUR's information solutions are used by the largest North American airlines, more than 60 airport customers, including at the top 30 North American airports, hundreds of corporate aviation customers, and the U.S. government.
Enhanced in 2017, and augmenting the PASSUR network, is an international operational platform PASSUR can now provide to global customers through agreements with global customers, data companies, flight information companies, and governments. The recent contract entered into with Air France is a demonstration of this new capability. Additionally, as a result of this data integration, PASSUR's products can be delivered internationally with greater speed than in the past.
PASSUR provides data aggregation and consolidation, information, decision support, predictive analytics, collaborative solutions, and professional services. To enable this unique offering, PASSUR owns and operates the largest commercial passive radar network in the world that updates flight tracks every 1 to 4.6 seconds, powering a proprietary database that is accessible in real-time and delivers timely, accurate information and solutions via PASSUR's industry-leading algorithms and business logic included in its products.
Solutions offered by PASSUR help to ensure flight completion, across the flight life cycle, from gate to gate, and result in reductions in overall costs and carbon emissions, while maximizing revenue opportunities, as well as improving operational efficiency and enhancing the passenger experience.
PASSUR's commercial solutions give aviation operators the ability to optimize performance in today's air traffic management system, while also helping to achieve Next Generation Air Transportation System ("NextGen") and Single European Sky ATM Research objectives.
PASSUR integrates data from multiple sources, including its independent network of over 180 surveillance sensors and the PASSUR surface surveillance network installed throughout North America creating coast to coast coverage, as well as locations in Europe and Asia; multiple airports; government data; customer data; and data from third party partners. PASSUR's sensors receive aircraft and drone signals in Mode A, C, S, and Automatic Dependent Surveillance-Broadcast ("ADS-B"), providing position, altitude, beacon code, and tail number, among other information. PASSUR receives signals from aircraft that, when combined with our historical database of aircraft and airport behavior, including information recorded by our network over the last 10 years, allows the Company to know more about what has happened historically, and what is happening in real-time. In addition, the historical database allows the Company to predict how aircraft, the airspace, and airports are
going to perform
, and more importantly, how the aircraft, the airspace, and airport
should perform
.
PASSUR's Strategic Objectives
1.
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Increase airline cash flow and operational performance while growing PASSUR's revenue in core commercial markets.
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2.
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Further build PASSUR's market share domestically, and grow PASSUR's presence in international markets.
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3.
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Organize the world's flight and operations information needed to continue to enhance the PASSUR operational platform. In 2017, significant new capabilities were added. Additional capabilities will be integrated into this database as more international customers join the PASSUR network.
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4.
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Introduce to government markets, products and solutions initially developed for commercial markets, creating a standard platform between commercial and government customers, thereby providing immediate returns from the core commercial market while facilitating larger government programs and contracts.
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5.
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Develop strategic relationships with major companies to broaden the reach of PASSUR products in the worldwide commercial and government marketplace.
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6.
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Further expand the reach of PASSUR's innovative collaborative information sharing platform, which brings together local, regional, national, and international aviation stakeholders in real time to manage complex, expensive, and disruptive events.
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7.
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Provide more complete solutions that address increasingly larger aviation challenges.
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PASSUR Core Capabilities
Integrated Surveillance Network and Integrated Aviation Database
The Company operates what it believes to be the largest and most extensive private commercial aircraft, airport, and airspace passive surveillance networks in the world. The PASSUR Network integrates additional key surveillance sources, to include ADS-B, ASDE-X, Mode S, En Route Radar, Airline OOOI data, ACARS, fleet databases, as well as other sources. PASSUR also integrates extensive amounts of data from its customer's systems, such as airline internal flight operations data, and Airport Operational Databases.
The PASSUR Network and database creates a direct data feed of critical flight and airspace behavior and conditions, an essential precursor resource for predictive analytics, real-time decision support, and performance analysis tools.
All the surveillance data acquired by the PASSUR Network is integrated and correlated into specialized databases to support predictive, real-time, and post operational requirements. PASSUR databases consolidate multiple overlapping data sets to ensure completeness, accuracy, fulfillment of specific operational requirements, and the normalization of data for a single-source authoritative record of operational performance. The data processed in these master data repositories supports the key capabilities and attributes of the PASSUR software.
Predictive Analytics
PASSUR decision support solutions are supported by predictive analytics algorithms, which use extensive historical data mining and pattern recognition, along with real-time surveillance data, to predict specific and detailed operating conditions. PASSUR predictive analytics are built on several core capabilities:
•
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Real-time surveillance from the PASSUR Network gives the necessary breadth and granularity of data to support detailed scenario building and pattern recognition. This includes "fast-time simulation" of the airport surface and terminal area operation, applying the necessary decisions and constraints that controllers will have to apply in managing the traffic, as well as addressing the highly nonlinear and non-stationary nature of the airport operating environment.
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•
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Detailed, granular data acquired by the PASSUR Network, supplemented by many other data sources collected within the integrated aviation database, is stored and correlated, providing the large sample sizes required to accurately model future performance based on past performance under similar or identical conditions.
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•
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PASSUR is recognized by airlines as having the best flight predicted arrival time Estimated Time of Arrival ("ETA") in the industry. More than ten independent airline studies have demonstrated the PASSUR predicted arrival time to be more accurate than any other source, including the airlines' own internally-generated ETAs. The Company believes that this greater accuracy translates directly into significant operational and financial benefits in areas such as completing connections (passengers and bags), reduced fuel consumption, more efficient staffing plans, and greater on-time schedule completion.
|
PASSUR
Integrated Traffic Management
PASSUR Integrated Traffic Management ("PITM") is, in the Company's opinion, the industry's first fully integrated air traffic optimization suite. PITM is a metrics-focused, Key Performance Indicator driven solution platform allowing the customer to first view the most critical information for its operation, and then, as necessary, enabling the user to drill down for better visualization and analysis.
PITM helps airlines complete their mission, on time, by focusing on the major operational constraints such as diversions, arrival and departure flow congestion, and airport surface congestion – as well as major irregular operations like disruptive weather, construction closures, large public events, and emergency incidents. The platform connects multiple aviation stakeholders and missions onto one platform, providing a collaborative environment within and between organizations, to address decisions that can only be solved through the real-time exchange of information on a common operating platform. PITM is also a platform enabling PASSUR's partner companies to provide solutions which augment PASSUR capabilities to PASSUR's customers. PITM is fully web-delivered, allowing easy access from any web-enabled device.
Decision Support Dashboards, Key Performance Indicators, and Management by Exception
Many PASSUR solutions are delivered in metrics-driven, dashboard format, simplifying and condensing extensive amounts of information into the most relevant operational and business metrics, thereby presenting those metrics in a manner that supports immediate performance assessment and actionable decisions. PASSUR solutions are designed so that users are alerted in real-time to specific conditions and recommended actions, especially during irregular operations, only when operations reach certain user-defined thresholds, thereby preventing information overload.
Collaborative Capabilities and Industrial Networks
Many PASSUR solutions include a collaborative layer which allows for instant information sharing and coordination of effort to a wide range of users in the aviation community.
These include industrial networking capabilities, which leverage new technologies for business uses in the aviation sector, such as PASSUR's Airport Information Network
,
a single North American-wide site for real time airport conditions, diversion management, and delay mitigation used by hundreds of aviation professionals. Other PASSUR collaborative capabilities include pre-departure sequencing and/or metering, arrival sequencing, and tarmac delay management.
Aviation Intelligence Center of Excellence to Support Big Data
The Company's Aviation Intelligence Center of Excellence ("CoE") is a team of subject matter experts with extensive experience in airline, airport and business aviation operations, finance, air traffic management, systems automation, and data visualization, with specific expertise in the operational and business needs, requirements, objectives, and constraints of the aviation industry.
These subject matter experts from the CoE understand the National Airspace System ("NAS") and are able to translate these internal requirements and external conditions into information solutions that target specific, measurable problems with defined operational and financial performance metrics. These experts are complemented by a technical team of software engineers, human-computer interface designers, data scientists, radar engineers, database architects, physicists, and statisticians who have years of expertise in managing complex surveillance networks (hardware and software), as well as interpreting and converting complex, live aviation data feeds into robust decision support software solutions.
Business Intelligence (BI)
PASSUR continues to invest in the data aggregation, mining, and visualization tools to support the industry's growing need for data-driven performance measurement and efficiency gains. PASSUR's BI platform, supported by our Center of Excellence subject matter experts, helps aviation organizations and professionals identify the most important problems to target, where to invest resources for the greatest gains, and create "before" and "after" profiles to measure their return on investment.
Products and Services
The Company offers targeted solutions to help airlines complete missions on time:
Category
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PASSUR
solutions description
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Key growth drivers
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Traffic Flow Management
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n
Web dashboard that gives airlines, airports, and aviation, navigation and satellite programs ("ANSPs") the ability to analyze and act on airspace conditions predictively and in real-time. Helps to ensure the optimal flow of traffic in/out of airports in order to preserve schedule completion and reduce costs.
n
Provides predictive analytics, alerts, and instant analysis and performance summaries to balance demand and capacity.
n
Drone Air Traffic Integration is a service designed to help commercial drone operators become more informed, effective, and collaborative members of the NAS by integrating them into PASSUR's aviation intelligence platform, currently used by the main NAS stakeholders (airlines, airports, business aviation, and the Federal Aviation Administration ("FAA").
n
Primary customers: airlines, airports, government, and potentially large drone operators.
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Enhances airspace throughput and capacity.
n
Reduces impact of Traffic Management Initiatives ("TMI"), such as eliminating the need for ground delays or ground stops.
n
TMI costs can exceed $160 million annually for just one airline at larger airports.
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Assist drone operators seamlessly integrate into the NAS.
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Diversion Management
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Predictive analytics algorithms leverage extensive historical data mining and pattern recognition, and live dynamic conditions to predict a range of operating conditions in advance, allowing airlines to choose the least costly plane to divert, cancel/consolidate flights, predict accurate hold times, or divert preemptively.
n
Allows airlines to decrease the number of diversions they experience and optimize ones that are unavoidable, improving their profitability, passenger scores, and environmental footprint. Allows airports to be prepared for diversions, delays, and cancellations.
n
Primary customers: airlines, airports, and government.
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Reduces the number and cost of unnecessary diversions.
n
Ensures aircraft divert to airports that can enable a faster return to original destination airport.
n
Diversions cost U.S. domestic airlines more than $400 million annually in direct costs, disrupting more than 1.6 million passengers.
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Flight Predictability (ETAs and ETDs)
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An accurate ETA data feed optimizes all existing airline and airport processes and systems that depend on knowing when an airplane is going to arrive, without requiring expensive or disruptive internal changes. Predictive flight arrival and departure times built on multiple sources, including PASSUR's live and historical surveillance of the airspace.
n
Provides accurate gate-to-gate ETA and Estimated Time of Departure ("ETD").
n
Primary customers: airlines and airports.
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Benefits include completing connections (passengers, bags, and crew), reduced fuel consumption, more efficient staffing plans, greater on-time schedule completion, reduced gate holds, and helping airlines meet stricter "crew rest" regulations.
n
Enables better overall planning and scheduling to maximize revenue opportunities.
n
Missed connections alone at one airport can cost an airline in excess of $3 million per year.
n
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Surface Management
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n
PASSUR Surface Management helps to reduce extended tarmac delays and taxi-in/taxi-out times, prioritize high-value flights, and facilitate an efficient turn management process (transition of an aircraft from arrival to departure).
n
A suite of capabilities that combine air and ground surveillance data, visual tracking of aircraft in the airspace and on the airport surface, decision-support software, and key performance indicator dashboards.
n
PASSUR's surface surveillance sensors allow airlines and airports to visualize parts of the airport otherwise not tracked and monitored.
n
Primary customers: airlines, airports, and government.
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Improves the efficiency of arrivals and departures, preserves schedule integrity, prioritizes high value flights, and reduces surface delays and fuel burn.
n
Reduces the possibility of tarmac delay fines, which can exceed $3 million per event.
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Turn Time Management
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Optimizes the transition of an aircraft from arrival to departure to ensure an on-time departure, schedule completion, and maximum asset utilization.
n
Minimizes the time required for a plane to unload from one flight and reload for the next flight by monitoring and proactively alerting to bottlenecks at each phase of the aircraft's cycle through arrival to departure, allowing flight and passenger handling resources to be adjusted to ensure an on-time process.
n
Primary customers: airlines and airports
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Minimizes the frequency, duration, and downstream effects of delays.
n
Ensures on-time schedule completion.
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Connectivity and Collaboration
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Allows airports to communicate and coordinate with airlines and other key stakeholders to ensure that operations are optimized with airport-critical information that is otherwise unavailable.
n
Addresses one of the key missing pieces in connectivity and collaboration: the two-way flow of accurate, timely, and complete information between airport operators, airlines, and other key stakeholders.
n
Primary customer: airports (with airlines as key influencer).
|
n
Reduced tarmac delay fines and incidents.
n
Operational metrics directly affected by the lack of timely updates, including secondary/repeat deicing, delays, cancellations, and diversions.
n
Large-scale regional disruptions, which are increasingly costly financially and reputationally to both airlines and airports.
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Aviation Fees and Charges
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Reduces airlines' operating costs at the airport, and ensures all airlines pay the correct amount.
n
Provides unique data independence, accuracy, and reliability – combined with proven reporting, audit, and billing services – to give airports and airlines the assurance that all billable weight is being captured, that the cost of the airfield is being distributed fairly and equitably, and that the process is transparent, automated, and standardized.
n
Primary customer: airports (with airlines as key influencer).
|
n
For airports, the program provides faster revenue capture, fiduciary accountability, revenue predictability, and more efficient and fair service to airline stakeholders.
n
For airlines, the program ensures that they pay only their fair share. In addition, their fees could go down after the airport begins collecting all fees owed, and the time and effort required to manage their fees is reduced.
n
PASSUR Landing Fee Management solution manages over $1billion in aviation fees annually.
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The Company believes its products, solutions, and services help its aviation customers generate significant returns by:
(1)
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improving financial performance and cutting costs;
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(2)
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improving operational efficiency and effectiveness;
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(3)
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increasing safety and security; and
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(4)
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improving the passenger experience.
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The Company currently owns 24 issued patents and has an additional 18 patent applications pending with the United States Patent Office. The issued patents expire in various years through 2033.
The Company also owns a federal registered trademark in the mark PASSUR for use with both the PASSUR hardware system installation, and the software products which use the data derived from the PASSUR Network and other sources; and allowed federal trademark or the marks Airwayz, NextGen
2
and NextGen
3
, for use with PASSUR Integrated Traffic Management modules and capabilities.
The Company believes its business opportunities come from the following industry conditions and demand drivers:
Airline Industry Dynamics
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Increasing airline profitability, driving investment in technology.
We expect airlines will take advantage of their increased profitability to invest in technology that can lower costs, increase revenue, and improve customer satisfaction.
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Consolidation in the airline industry creating demand for a common operating system.
Airlines are consolidating into much larger networks of greater complexity. There is increasing demand for a common operating platform that can service their entire system. This demand is growing worldwide, not just in the US.
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Current rate of projected traffic growth outpacing aviation infrastructure capacity.
There is a dynamic and fast-growing market environment where the projected increase in airline flights over the next 10 years is expected to outpace the current infrastructure's ability to meet the needs of the airline operators. Over time, airlines cannot rely on low-priced fuel and ancillary fees to grow their top line – they will need growth in capacity of the NAS to accommodate the expected growth in demand for air travel. PASSUR's solutions help the aviation industry maximize the capacity of the existing infrastructure. PASSUR has a business model and platform that can be easily scaled to handle new opportunities and is continually identifying new ways to capitalize on and scale these existing capabilities.
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Increased susceptibility to systemic disruption.
The NAS has become much more sensitive to disruptions, and less capable of quickly rebounding, because of tightly-packed airline schedules, growth in passenger volumes, reduction in fleet sizes, and congestion at several key airport metroplexes. The NAS is highly susceptible to disruptions at several key airport metroplexes, which have a chronic and disproportionate delay impact that ripples across the system.
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Growth in International Hub "MegaAirports."
A number of airports worldwide are positioning themselves to become global transfer hubs (examples include Toronto, Dubai, Istanbul, Mexico City, Panama, Bogota, Amsterdam Schiphol, and Frankfurt), and as a result are much more sensitive to traffic management constraints and disruptions and in search of solutions. This adds a new level of demand for PASSUR's traffic management solutions, including our newest regional disruption management tools.
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Government Policy
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Emphasis on infrastructure spending.
The most recent U.S. election has resulted in an administration committed to large-scale infrastructure projects, which could include technologies, like PASSUR's, designed to increase efficiencies to ensure that public investments in existing and new infrastructure are efficient and cost-effective.
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Large government contracts combining both safety and efficiency capabilities.
Today, there is a demand for a combination of safety-based Air Traffic Management ("ATM") and efficiency-based ATM. Many of the requested efficiency capabilities are derived from airline and airport customers' needs.
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Government contracts require proven commercial viability for public programs.
Increasingly, government request for proposals for large-scale aviation systems and technologies require a proven track record of precursor models from the commercial sector, in order to shorten development time and ensure the broadest level of adoption by all stakeholders. Many companies regard PASSUR's substantial commercial market share as a means to increase the probability of winning NextGen and government contracts through the combination of PASSUR's commercial ATM (efficiency) with a partner's government ATM (safety) capabilities. PASSUR has been recognized as the commercial leader in aviation efficiency solutions.
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Lower tolerance for severe disruptions.
Public policy in the form of expensive fines levied on airlines reflects this change of attitude. Consumers want better information relating to aviation, and fewer delays.
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Limiting carbon emissions becoming a greater focus.
Airlines are increasingly sensitive to the industry's carbon footprint. Several of the PASSUR solutions impact both fuel savings as well as reductions in carbon emissions.
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The Connected Airplane and Internet of Things ("IoT")
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The Connected Airplane and the IoT are expected to grow in the coming years.
PASSUR's existing aviation intelligence platform and solutions can integrate the vast array of data being generated from satellites, and sensors on airplanes. This platform can extract the most important data and integrate that data into a user-friendly solutions package for the user's critical real-time decisions.
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Collaborative Decision Making
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Airlines, airports, government, and other aviation stakeholders are requesting a collaborative decision-making platform.
Large airlines need collaborative decision tools including common operating platforms, enabling instant coordination between system operations departments, hubs, and regional operators, and between airlines, airports, and ANSPs to solve complex operational procedures. Common use systems will incorporate airport-centric as well as airline-centric solutions. Airports are increasingly being tasked with providing more multi-airline operational services, previously provided by each airline. When airports provide collective services, redundancy and costs can be reduced. PASSUR has been asked by airlines and airports to help fulfill this need.
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Automation and Data Standards
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Shift from manual processes to automation creating large opportunities for cost savings and efficiencies.
Many complex and expensive operational processes at airlines and airports are still manual, opening a large opportunity for automation enabling the realization of cost savings and efficiencies. These opportunities are especially prevalent in the areas of irregular operations, airspace and surface management, and operations where there is a heavy requirement for collaboration among airlines and airports.
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PASSUR's entire network has been ADS-B ready for some time and PASSUR is looking forward to capitalizing on the increasing availability of ADS-B data.
ADS-B will eventually become a ubiquitous form of aircraft surveillance.
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How PASSUR Generates Revenue
The Company's revenues are generated by selling: (1) subscription-based, real-time decision and solution information and (2) professional services. Under the subscription model, the customer typically signs a contract for access to the information services ranging from one year to five years. The agreement also provides that the information from the PASSUR Network cannot be resold, used by others, or used for unauthorized purposes.
Distribution Method
The Company's direct sales force sells its products, as do authorized distributors or integrators who sell PASSUR's products as part of their total solution, e.g. for live flight status updates or fee collection.
Competition
PASSUR has developed a full suite of capabilities to reduce inefficiencies and improve performance across the markets it serves. There is no other company, to PASSUR's knowledge, which offers these capabilities. There are, however, other forms of flight tracking, surveillance, and aviation business intelligence products. Depending on the end use of the Company's products, primary competitors include Sabre, Saab, The Weather Company/IBM, and Harris Corporation. Most of these companies have larger sales forces and greater financial resources than the Company.
Source of Materials
The Company obtains its components from distributors and manufacturers throughout the United States. The Company has multiple sources from which to obtain a majority of its components.
Dependence on Certain Customers
Three customers accounted for 52%, or $7,165,000, of total revenues in fiscal year 2017. One customer accounted for 22%, or $2,988,000, a second customer accounted for 19%, or $2,637,000, and a third customer accounted for 11%, or $1,540,000 of total revenues in fiscal year 2017. Three customers accounted for 45%, or $6,698,000, of total revenues in fiscal year 2016. One customer accounted for 17%, or $2,555,000, a second customer accounted for 17%, or $2,460,000, and a third customer accounted for 11%, or $1,683,000 of total revenues in fiscal year 2016. As of October 31, 2017, the Company had three customers each of which accounted for 10% or more of the accounts receivable balance. One customer accounted for 21%, or $309,000, a second customer accounted for 16%, or $242,000, and a third customer accounted for 15%, or $218,000. As of October 31, 2016, the Company had three customers each of which accounted for 10% or more of the accounts receivable balance. One customer accounted for 30%, or $330,000, and a second customer accounted for 21%, or $226,000 and a third customer accounted for 14%, or $157,000. There is one customer with a significant past due accounts receivable balance, which is not one of the major customers described above, which the Company has fully reserved as of the fiscal year ended October 31, 2017.
Research and Development
The Company's research and development efforts include activities associated with the enhancement, maintenance, and improvement of the Company's existing hardware, software, and information products. These expenses amounted to $783,000 and $826,000 in fiscal years 2017 and 2016, respectively.
Environmental Costs
The Company is not aware of any environmental issues that would have a material adverse effect on future capital expenditures or current and future business operations.
Employees
The Company employed 62 employees, of which 56 were full-time, including four officers, as of October 31, 2017. None of its employees is subject to any collective bargaining agreements.
Available Information
Stockholders may obtain copies of our filings with the SEC, free of charge from the website maintained by the SEC at
www.sec.gov
or from our website at
www.passur.com
. Further, a copy of this Annual Report on Form 10-K is located at the SEC's Public Reference Room at 100 F Street NE, Washington, D.C. 20549. Information on the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330. Our filings will be available on our website as soon as reasonably practicable after we electronically file such materials with the SEC. However, the information from our website is not incorporated by reference into this report.
Item 1A. Risk Factors
The Company's success is dependent on the aviation industry. If the Company does not execute its business plan, or if the market for its services fails to develop due to economic or other factors affecting the aviation industry, the Company's results of operations and financial results could be adversely affected.
The Company's revenues are solely derived from the aviation industry. The Company's future revenues and results of operations are dependent on its continued execution of its subscription-based revenue strategy and development of new software solutions and applications for the aviation industry. Due to
economic and other factors affecting
the
aviation industry,
there
is
no assurance
that the Company will be able to continue to report growth in its subscription-based business or sustain its current subscription business. If the Company is unable to sustain and/or increase its levels of revenues, and if it is not successful in reducing costs, its cash requirements may increase and
results of operations will
be adversely affected.
Additionally, the aviation industry has been impacted by budgetary constraints, as well as airline bankruptcies and consolidations, changes in fuel costs, and the continued war on terrorism. The terrorist attacks of September 11, 2001, caused fundamental and permanent changes in the airline industry, including substantial revenue declines and cost increases, which resulted in industry-wide liquidity issues. Additional terrorist attacks, or fear of such attacks, even if not made directly, would negatively affect the airline industry (through, for example, increased security, insurance, and other costs, and lost revenue due to increased ticket refunds and decreased ticket sales), which would, in turn, negatively affect the Company.
The aviation industry is extensively regulated by government agencies, particularly the FAA and the National Transportation Safety Board. New air travel regulations have been, and management anticipates will continue to be, implemented that could have a negative impact on airline and airport revenues. Since substantially all of the Company's current revenues are derived from airports, airlines, or related businesses, continued increased regulations of the aviation industry, or a continued downturn in the aviation industry's economic situation, could have a material adverse effect on the Company.
The software business for the aviation industry is highly competitive, and failure to adapt to the changing industry needs could adversely affect our results of operations, business, and financial condition.
The industry in which we compete is marked by rapid and substantial technology change, the steady emergence of new companies and products, as well as evolving industry standards and changing customer needs. We compete with many established companies in the industry we serve, and some of these companies may have substantially greater financial, marketing, and technology resources, larger distribution capabilities, earlier access to potential customers, and greater opportunities to address customers' various information technology requirements. As the aviation industry seeks to be more cost effective, product pricing becomes increasingly important for our customers. As a result, we may experience increased competition from certain low-priced competitors. We continue to develop new products, professional services, and existing product enhancements, but may still be unsuccessful in meeting the needs of our industry in light of other alternatives available in the market. In addition, the pricing of new products, professional services, and existing product enhancements may be above what is required by the marketplace. Our inability to bring new products, professional services, and existing product enhancements to the market in a timely manner, or the failure to achieve industry acceptance, could adversely affect our business, financial condition, operating results, and cash flow.
Reliance on the Company's quarterly operating results as an indication of future results is inappropriate due to potentially significant fluctuations.
The Company's future revenues and results of operations may fluctuate significantly due to a combination of factors, including:
·
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delays and/or decreases in the signing and invoicing of new contracts;
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the length of time needed to initiate and complete customer contracts;
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the introduction and market acceptance of new and enhanced products and services;
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the costs associated with providing existing and new products and services;
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economic conditions and the impact on the aviation industry of acts of terrorism; and
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the potential of future terrorist acts against the aviation industry and the adverse effects of any further terrorist attacks or other international hostilities.
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Accordingly, quarter-to-quarter comparisons of the Company's results of operations should not be relied upon as an indication of performance.
The Company may be unable to raise additional funds to meet operating capital requirements in the future.
Fiscal year 2017 was the first year since fiscal year 2005 in which the Company did not generate positive income from operations. While the Company fully anticipates returning to positive income from operations in fiscal year 2018, future liquidity and capital requirements are difficult to predict, as they depend on numerous factors, including the maintenance and growth of existing product lines and service offerings, as well as the ability to develop, provide, and sell new products and services in an industry for which liquidity and resources are already adversely affected. The Company has obtained a commitment from its significant shareholder and Chairman to provide the resources necessary to meet working capital and liquidity requirements through February 12, 2019.
In recent years, the Company has generated sufficient cash to meet its capital requirements. However, in fiscal year 2017 the Company borrowed $1,100,000 and in future years, the Company may need to raise additional funds in order to support discretionary expenditures and execute its business plan. These funds, in some cases, may be beyond its scope and normal operating requirements. In such case, the Company may be required to seek alternate sources of financing (which may not be available on favorable terms or at all) or abandon such activities by: (1) terminating or eliminating certain operating activities; (2) terminating personnel; (3) eliminating marketing activities; and/or (4) eliminating research and development programs. If any of the aforementioned occurs, the Company's ability to expand could become adversely affected.
The Company incurred losses for the first time in the previous twelve fiscal years.
The Company has been profitable for the past eleven years. However, for fiscal year ended October 31, 2017, the Company had a loss before taxes of $1,559,000. The Company's ability to return to profitability will depend upon its ability to generate significant increased revenues through new and existing customer agreements, additional services, and/or products offered to existing and new customers, as well as to deploy PASSUR
Systems and SMLATs (as defined below) currently in inventory and control costs associated with business operations. There can be no assurance that the Company will be able to execute on these requirements. The Company has obtained a commitment from its significant shareholder and Chairman to provide the resources necessary to meet working capital and liquidity requirements through February 12, 2019.
The Company may not be able to sustain or increase its profits on a quarterly or annual basis in the future. Also, should the Company's investment in capitalized software development costs become impaired, there would be a negative impact on the Company's profitability.
A limited number of customer contracts accounts for a high percentage of the Company's revenues, and the inability to replace a key customer contract could adversely affect its results of operations, business, and financial condition.
The Company relies on a small number of customer contracts for a large percentage of its revenues and expects that a significant percentage of its revenues will continue to be derived from a limited number of customer contracts. The Company's top five customers accounted for 58% of its revenue in fiscal year 2017. The Company's business plan is to obtain additional customers, but the Company anticipates that near-term revenues and operating results will continue to depend on large contracts from a small number of customers. One of the Company's customers, who accounted for 11% of total revenues during fiscal year 2016, did not renew a contract that expired on December 31, 2016. However, notwithstanding the $1,400,000 loss resulting from the non-renewal of this contract in fiscal year 2017, the decline in subscription revenue in fiscal year 2017 totaled $538,000. The Company anticipates that the $538,000 decline in subscription revenue will be more than offset in fiscal year 2018.
Additionally, the aviation industry, particularly the airline sector, has experienced bankruptcies and consolidations recently. Bankruptcy filings or consolidations by our existing customers may adversely affect our ability to continue such services and collect payments due to the Company by such customers. As a result of this concentration of our customer base, an inability to replace one or more of these large customer contracts could materially adversely affect our business, financial condition, operating results, and cash flow.
The Tax Cuts and Jobs Act could have material effects on the Company.
The Tax Cuts and Jobs Act of 2017 ("Tax Act"), which was signed into law on December 22, 2017, makes significant changes to the taxation of U.S. business entities. The Act includes a number of provisions, including the lowering of the U.S. corporate tax rate from 35 percent to 21 percent, effective January 1, 2018. The Company is in the process of quantifying the impact of the Act and will record any adjustments in accordance with the guidance provided in SAB118 and all outcomes cannot be predicted at this time and no assurances in that regard are made by the Company.
The Company has identified material weaknesses in its internal control over financial reporting related to, among other things, the restatement of our previously issued financial statements. If the Company is unable to remediate these material weaknesses, or if the Company experiences additional material weaknesses or deficiencies in the future or otherwise fail to maintain an effective system of internal controls, the Company may not be able to accurately or timely report our financial results.
Company management is responsible for establishing and maintaining adequate internal control over financial reporting and for evaluating and reporting on its system of internal control. The Company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
reporting purposes in accordance with GAAP.
In connection with the Company's most recent year-end assessment of internal control over financial reporting, the Company identified material weaknesses in its internal control over financial reporting as of October 31, 2017. For a discussion of the Company's internal control over financial reporting and a description of the identified material weaknesses, see "Controls and Procedures" in Part II, Item 9A of this Report.
As further described in Item 9A "Controls and Procedures – Management's Report on Internal Control Over Financial Reporting – Status of Remediation Actions," the Company has undertaken steps to improve our internal control over financial reporting. However, the Company may not be successful in making the improvements necessary to remediate the material weaknesses identified by management or be able to do so in a timely manner, or be able to identify and remediate additional control deficiencies or material weaknesses in the future. If the Company is unable to successfully remediate its existing or any future material weaknesses in our internal control over financial reporting, the accuracy and timing of our financial reporting may be adversely affected.
The Company depends upon certain key personnel and may not be able to retain these employees.
The Company's future performance depends on the continued services of its key sales, technical, and engineering personnel. The Company continues to depend on the efforts of a limited number of key personnel. The employment of any of the Company's key personnel could cease at any time, which could have an adverse effect on our business.
The PASSUR Network could experience disruptions, which could affect the delivery of data.
AT&T hosts and maintains the Company's network infrastructure through an existing frame-relay and Multiprotocol Label Switching ("MPLS") network and the Company's wireless network is hosted and maintained by Sprint. If AT&T or Sprint experiences system failures, or fails to adequately maintain the frame-relay, MPLS, and wireless networks, the Company may experience interruption of delivery of data/software services and customers may terminate or elect not to continue to subscribe to these services in the future. The Company's network infrastructure may be vulnerable to computer viruses, break-ins, denial of service attacks, and similar disruptive problems. Computer viruses, break-ins, denial of service attacks, or other problems caused by third parties, could lead to interruptions, delays, or cessation in service to customers. There is currently no existing technology that provides absolute security. Such incidents could deter potential customers and adversely affect existing customer relationships.
Security breaches could expose the Company to liability and damage its reputation and business.
The Company processes, stores, and transmits large amounts of data and it is critical to its business strategy that its facilities and infrastructure, including those provided by customers and vendors, remain secure and are perceived by the marketplace to be secure. The Company's infrastructure may be vulnerable to physical break-ins, computer viruses, attacks by hackers or nefarious actors or similar disruptive problems. Any physical or electronic break-in or other security breach or compromise of the information handled by the Company or its service providers may jeopardize the security or integrity of information in the Company's computer systems and networks or those of its customers and cause significant interruptions and/or errors in the Company's products and solutions.
Any systems and processes that the Company has developed that are designed to protect customer information and prevent data loss and other security breaches cannot provide absolute security. In addition, the Company may not successfully implement remediation plans to address all potential exposures. It is possible that the Company may have to expend additional financial and other resources to address such problems. Failure to prevent or mitigate data loss or other security breaches could expose the Company or its customers to a risk of loss or misuse of such information, cause customers to lose confidence in the Company's data protection measures, damage the Company's reputation, adversely affect the Company's operating results or result in litigation or potential liability for the Company. While the Company maintains insurance coverage that may, subject to policy terms and conditions, cover certain aspects of cyber risks, such insurance coverage may be insufficient to cover all of its losses.
The Company may be subject to new government regulations relating to the distribution of flight-tracking data.
The Company currently maintains strict security regulations for its data in order to comply with current government regulations. Due to the continued growing safety needs and concerns of the aviation industry, new government regulations may be implemented. Such new regulations may, in some cases, hinder the Company's ability to provide current and/or additional services.
Unauthorized use of the Company's intellectual properties by third parties may damage and/or adversely affect its business.
The Company regards its trademarks, trade secrets, and all other intellectual property as critical to its future success. Unauthorized use of its intellectual property by third parties may damage and/or impair its business. The Company relies on trademarks, trade secrets, patent protection, and contracts, including confidentiality and non-exclusive license agreements with its customers, employees, consultants, strategic partners, and others to protect its intellectual property rights. Despite these precautions, it may be possible for third parties to obtain and use the Company's intellectual property without its prior knowledge and/or authorization. Prosecuting infringers could be time consuming and costly, and, irrespective of whether or not the Company is successful, could disrupt its business.
The Company currently owns twenty-four issued patents and has an additional eighteen patent applications which are pending with the United States Patent Office, some of which relate to newly developed internet-based software applications. The issued patents expire in various years through 2033. The Company intends to seek additional patents on its products, technological advances, and/or software applications, when appropriate. There can be no assurance that patents will be issued for any of its pending or future patent applications, or that any claims allowed from such applications will be of sufficient scope, or provide adequate protection or any commercial advantage to the Company. Additionally, competitors may be able to design around patents and possibly affect commercial interests.
The Company also owns a federal registered trademark in the mark PASSUR for use with both the PASSUR hardware system installation, and the software products which use the data derived from the PASSUR Network and other sources; and allowed federal trademark for the marks Airwayz, NextGen
2
and NextGen
3
,
for use with PASSUR Integrated Traffic Management modules and capabilities. The Company believes that the PASSUR, Airwayz, NextGen
2
and NextGen
3
federal registrations will allow the Company to enforce its rights in the marks in the federal court system. The registrations do not assure that others will be prevented from using similar trademarks in connection with related products and/or services.
Defending against intellectual property claims could pose significant legal and professional costs, and if unsuccessful, could adversely affect the Company.
The Company cannot guarantee that its future products, technologies, and software applications will not inadvertently infringe valid patents or other intellectual property rights held by third parties. The Company may be subject to legal proceedings and claims from time to time relating to the intellectual property of others. Investigation of any such claims from third parties, alleging infringement of their intellectual property, with or without merit, can be expensive and could affect development, marketing, selling, or delivery of its products. Defending against intellectual property infringement claims could be time consuming and costly, and, irrespective of whether or not the Company is successful, could disrupt its business. The Company may incur substantial expenses in defending against these third-party claims, regardless of their merit. Successful infringement claims against the Company may result in significant monetary liability and could adversely affect its business, financial condition, operating results, and cash flow.
Compliance with the Sarbanes-Oxley Act of 2002 will require substantial financial and management resources.
Section 404 of the Sarbanes-Oxley Act of 2002 requires that the Company evaluate and report on its system of internal controls and, if and when the Company is no longer a "smaller reporting company," will require that the Company have such system of internal controls audited. If the Company fails to maintain the adequacy of its internal controls, the Company could be subject to regulatory scrutiny, civil or criminal penalties and/or stockholder litigation. Any inability to provide reliable financial reports could harm the Company's business. Furthermore, any failure to implement required new or improved controls, or difficulties encountered in the implementation of adequate controls over our financial processes and reporting in the future, could harm the Company's operating results or cause the Company to fail to meet its reporting obligations, which could have a negative effect on the trading price of the Company's securities.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
The Company's headquarters are located at One Landmark Square, Suite 1900, Stamford, Connecticut. Effective June 26, 2009, the Company entered into a five-year lease for 4,000 square feet of office space. This lease was modified during fiscal year 2010, extending the term of the original lease through January 31, 2018, and adding 1,300 square feet of office space, resulting in a total average annual rental rate of $235,000 and a total of 5,300 square feet. On November 20, 2017, the Company modified this lease agreement, extending the term to June 30, 2023, at an average annual rental rate of $220,000.
The Company's hardware and software development and manufacturing facility is located in a one-story, 36,000 square foot building at 35 Orville Drive, Bohemia, New York. The Company, which renewed the lease through October 31, 2018, leases 12,000 square feet at an average annual rental rate of $139,000.
The Company's primary software development facility is located at 5750 Major Blvd, Suite 530, Orlando, Florida. Effective May 1, 2016, the Company expanded its offices and entered into a five-year lease for 3,445 square feet of office space at an average annual rental rate of $67,000.
The Company has a sales office in Bloomington, Minnesota and McLean, Virginia. The Company entered into a new five-year lease in December 2017 for a regional office in Irving, Texas, at an average annual rental rate of $60,000.
The Company believes these rates are competitive and are at or below market rates. The Company's headquarters and software development and manufacturing facilities are suitable for its requirements.
Item 3. Legal Proceedings
The Company is not aware of any material pending legal proceedings to which the Company or its Subsidiary is a party or to which any of its properties are subject.
Item 4. Mine Safety Disclosures
Not applicable.
PASSUR Aerospace, Inc. and Subsidiary
Notes to Consolidated Financial Statements
October 31, 2017
1. Description of Business and Significant Accounting Policies
Nature of Business
PASSUR Aerospace, Inc. ("PASSUR" or the "Company"), a New York corporation founded in 1967, is a business intelligence company, providing predictive analytics and decision support technology for the aviation industry's primarily to improve the operational performance and cash flow of airlines and the airports where they operate. PASSUR uses big data, within the aviation intelligence platform and suite of web-based solutions that address the aviation industry's intractable and costly challenges, including, but not limited to, the underutilization of airspace and airport capacity, delays, cancellations, and diversions. The Company's technology platform is supported by its Aviation Intelligence Center of Excellence, a team of subject matter experts with
extensive experience in airline, airport, and business aviation operations, finance, air traffic management, systems automation, and data visualization, with specific expertise in the operational and business needs, requirements, objectives, and constraints of the aviation industry.
PASSUR's mission is to improve global air traffic efficiencies by connecting the world's aviation professionals onto a single aviation intelligence platform, making PASSUR an element in addressing the aviation industry's system-wide inefficiencies. We are an aviation intelligence company that makes air travel more predictable, gate-to-gate, by using predictive analytics generated from our own big data – to mitigate constraints for airlines and their customers.
PASSUR's information solutions are used by the largest five North American airlines, more than 60 airport customers, including 21 of the top 30 North American airports (with PASSUR solutions also used at the remaining nine airports by one or more airline customers), hundreds of corporate aviation customers, and the U.S. government.
PASSUR provides data aggregation and consolidation, information, decision support, predictive analytics, collaborative solutions, and professional services. To enable this unique offering, PASSUR owns and operates the largest commercial passive radar network in the world that updates flight tracks every 1 to 4.6 seconds, powering a proprietary database that is accessible in real-time and delivers timely, accurate information and solutions via PASSUR's industry-leading algorithms and business logic included in its products.
Solutions offered by PASSUR help to ensure flight completion, covering the entire flight life cycle, from gate to gate, and result in reductions in overall costs and carbon emissions, while helping to maximizing revenue opportunities, as well as improving operational efficiency and enhancing the passenger experience.
PASSUR's commercial solutions give aviation operators the ability to optimize performance in today's air traffic management system, while also achieving Next Generation Air Transportation System ("NextGen") and Single European Sky ATM Research objectives.
PASSUR integrates data from multiple sources, including its independent network of over 180 surveillance sensors installed throughout North America creating coast to coast coverage, as well as locations in Europe and Asia; government data; customer data; and data from third party partners. PASSUR's sensors receive aircraft and drone signals in Mode A, C, S, and Automatic Dependent Surveillance-Broadcast ("ADS-B"), providing position, altitude, beacon code, and tail number, among other information. PASSUR receives signals from aircraft that, when combined with its historical database of aircraft and airport behavior, including information recorded by its network over the last 10 years, allows the Company to know more about what has happened historically and what is happening in real-time. In addition, the historical database allows the Company to predict how aircraft, the airspace, and airports are going to perform, and more importantly, how the aircraft, the airspace, and airports should perform.
PASSUR Aerospace, Inc. and Subsidiary
Notes to Consolidated Financial Statements (continued)
1. Description of Business and Significant Accounting Policies (continued)
Basis of Presentation
The consolidated financial statements include the accounts of PASSUR Aerospace, Inc. and its wholly-owned Subsidiary. All significant inter-company transactions and balances have been eliminated in consolidation.
Certain financial information in the footnotes has been rounded to the nearest thousand for presentation purposes.
Revenue Recognition Policy
The Company recognizes revenue in accordance with
the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 605-15, "Revenue Recognition in Financial Statements" ("ASC 605-15"),
which requires that four basic criteria must be met before revenues can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured.
The Company's revenues are generated by selling: (1) subscription-based, real-time decision and solution information and (2) professional services.
Revenues generated from subscription agreements are recognized over the term of such executed agreements and/or the customer's receipt of such data or services. In accordance with ASC 605-15, the Company recognizes revenue when persuasive evidence of an arrangement exists which is evidenced by a signed agreement, the service has been deployed, as applicable, to its hosted servers, the fee is fixed and determinable, and collection of the resulting receivable is reasonably assured. The Company records revenues pursuant to individual contracts on a month-by-month basis, as outlined by the applicable agreement. In many cases, the Company may invoice respective customers in advance of the specified period, either quarterly or annually, which coincides with the terms of the agreement. In such cases, the Company will defer at the close of each month and/or reporting period, any subscription revenues invoiced for which services have yet to be rendered, in accordance with ASC 605-15. Revenues generated by professional services are recognized when services are provided.
The individual offerings that are included in arrangements with the Company's customers are identified and priced separately to the customer based upon the relative fair value for each individual element sold in the arrangement irrespective of the combination of products and services which are included in a particular arrangement. As such, the units of accounting are based on each individual element sold, and revenue is allocated to each element based on selling price. Selling price is determined using vendor-specific objective evidence ("VSOE") if available, third-party evidence ("TPE") if VSOE is not available, or best estimate of selling price ("BESP") if neither VSOE or TPE is available. BESP must be determined in a manner that is consistent with that used to determine the price to sell the specific elements on a standalone basis. Best estimate of selling price is established considering multiple factors including, but not limited to, pricing practices with different classes of customers, geographies and other factors contemplated in negotiating the arrangement with the customer. The Company uses either VSOE or BESP.
From time to time, the Company will enter into an agreement with a customer to receive a one-time fee for rights including, but not limited to, the rights to use certain data at an agreed upon location(s) for a specific use and/or for an unlimited number of users, installation costs associated with the deployment of additions to the Company owned PASSUR Network, or set-up fees associated with new deployments of the Company software solutions. These fees are recognized as revenue ratably over the term of the agreement or relationship period of such arrangement, whichever is longer, but typically five years.
Deferred revenue is classified on the Company's balance sheet as a liability until such time as revenue from services is properly recognized as revenue in accordance with ASC 605-15 and the corresponding agreement.
PASSUR Aerospace, Inc. and Subsidiary
Notes to Consolidated Financial Statements (continued)
1. Description of Business and Significant Accounting Policies (continued)
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company's significant estimates include those related to revenue recognition, stock-based compensation, software development costs, the PASSUR Network and income taxes. Actual results could differ from those estimates.
Subsequent Events
Management has evaluated subsequent events after the balance sheet date, through the issuance of the financial statements, for appropriate accounting and disclosure.
Accounts Receivable
The Company has a history of successfully collecting all amounts due from its customers under the original terms of its subscription agreements without making concessions. The Company records accounts receivables for agreements where amounts due from customers are contractually required and are non-refundable. The carrying amount of accounts receivables is reduced by a valuation allowance that reflects the Company's best estimate of the amounts that will not be collected. Net accounts receivable is comprised of the monthly, quarterly, or annual committed amounts due from customers pursuant to the terms of each respective customer's agreement. Account receivable balances include amounts attributable to deferred revenues.
The provision for doubtful accounts was $184,000 and $26,000 as of October 31, 2017, and 2016, respectively. In addition to reviewing delinquent accounts receivable, the Company considers many factors in estimating its reserve, including historical data, experience, customer types, credit worthiness, and economic trends. The Company monitors its outstanding accounts receivable balances and believes the provision is adequate.
Property and Equipment
Property and equipment are recorded at cost and are depreciated on a straight-line basis over the estimated useful lives of the related assets. Amortization of leasehold improvements is calculated on a straight-line basis over the estimated useful life of the improvements or the term of the lease, including renewal options expected to be exercised, whichever is shorter.
PASSUR Network
The PASSUR Network is comprised of PASSUR and SMLAT Systems, which include the direct production, shipping, and installation costs incurred for each PASSUR and SMLAT System, which are recorded at cost, net of accumulated depreciation. Depreciation is charged to cost of revenues and is recorded using the straight-line method over the estimated useful life of the asset, which is estimated at five years for SMLAT Systems and seven years for PASSUR Systems. PASSUR and SMLAT Systems which are not installed, raw materials, work-in-process, and finished goods components are carried at cost and not depreciated until installed.
PASSUR Aerospace, Inc. and Subsidiary
Notes to Consolidated Financial Statements (continued)
1. Description of Business and Significant Accounting Policies (continued)
Capitalized Software Development Costs
The Company follows the provisions of ASC 350-40, "Internal Use Software" ("ASC 350-40"). ASC 350-40 provides guidance for determining whether computer software is internal-use software, and on accounting for the proceeds of computer software originally developed or obtained for internal use and then subsequently sold to the public. It also provides guidance on capitalization of the costs incurred for computer software developed or obtained for internal use. The Company expenses all costs incurred during the preliminary project stage of its development, and capitalizes the costs incurred during the application development stage. Costs incurred relating to upgrades and enhancements to the software are capitalized if it is determined that these upgrades or enhancements add additional functionality to the software. Costs incurred to improve and support products after they become available are charged to expense as incurred. The Company records amortization of the software on a straight-line basis over the estimated useful life of the software, typically over five years within "Cost of Revenues".
Long-Lived Assets
The Company reviews long-lived assets for impairment when circumstances indicate the carrying amount of an asset may not be recoverable. Impairment is recognized to the extent the sum of undiscounted estimated future cash flows expected to result from the use of the asset is less than the carrying value. Assets to be disposed of are carried at the lower of their carrying value or fair value, less costs to sell. The Company evaluates the periods of amortization continually in determining whether later events and circumstances warrant revised estimates of useful lives. If estimates are changed, the unamortized costs will be allocated to the increased or decreased number of remaining periods in the revised life. As of October 31, 2017, and 2016 based upon management's evaluation of the above asset groups, there is no impairment of these asset groups.
Cost of Revenues
Costs associated with subscription and maintenance revenues consist primarily of direct labor, depreciation of PASSUR and SMLAT Network Systems, amortization of capitalized software development costs, communication costs, data feeds, travel and entertainment, and consulting fees. Also, included in Cost of Revenues are costs associated with upgrades to PASSUR and SMLAT Systems necessary to make such systems compatible with new software applications, as well as the ordinary repair and maintenance of existing PASSUR and SMLAT Systems. Additionally, cost of revenues in each reporting period is impacted by: (1) the number of PASSUR and SMLAT Systems added to the Network, which includes the cost of production, shipment, and installation of these assets, which are capitalized to the PASSUR Network; and (2) new capitalized costs associated with software development projects. Both of these are referred to as "Capitalized Assets" and are depreciated and/or amortized over their respective useful lives and charged to cost of revenues.
Income Taxes
The Company follows the liability method of accounting for income taxes. Deferred income taxes are recorded to reflect the temporary differences in the tax bases of the assets or liabilities and their reported amounts in the financial statements. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the Company's financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount currently estimated to be realized. After considering the impact of the current year loss, including the Company's increased expenses and weighting all available positive and negative evidence, the Company concluded that it was not more likely than not that the net deferred tax asset would be realized.
PASSUR Aerospace, Inc. and Subsidiary
Notes to Consolidated Financial Statements (continued)
1. Description of Business and Significant Accounting Policies (continued)
The Company follows ASC 740, "Income Taxes," ("ASC 740") where tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50% likely to be realized upon ultimate settlement. Unrecognized tax benefits are tax benefits claimed in tax returns that do not meet these recognition and measurement standards. At October 31, 2017, the Company did not have any uncertain tax positions. As permitted by ASC 740-10, the Company's accounting policy is to prospectively classify accrued interest and penalties related to any unrecognized tax benefits in its income tax provision
.
On December 22, 2017, the Tax Cuts and Jobs Acts was enacted into law. The new tax legislation represents a fundamental and dramatic shift in US taxation. The new legislation contains several key tax provisions that will impact us including the reduction of the corporate income tax rate to 21% effective January 1, 2018. The new legislation also includes a variety of other changes including but not limited to a limitation on the tax deductibility of interest expense, acceleration of business asset expensing and reduction in the amount of executive pay that could qualify as a tax deduction.
ASC 740 requires the Company to recognize the effect of the tax law changes in the period of enactment. The SEC staff has issued Staff Accounting Bulletin No.118 which will allow the recording of provisional amounts during a measurement period,
which is similar to the measurement period used when accounting for business combinations.
The Company will continue to assess the impact of the recently enacted tax law on our business and its consolidated financial statements and will reflect the provisional impact of the tax law change in the fourth quarter of fiscal 2018.
Research and Development Costs
Research and development costs are expensed as incurred.
Net Income per Share Information
Basic net income per share is computed based on the weighted average number of shares outstanding. Diluted earnings per share is computed similarly to basic earnings per share, except that it reflects the effect of common shares issuable upon exercise of stock options, using the treasury stock method in periods in which they have a dilutive effect. Shares used to calculate net income per share for fiscal years 2017 and 2016 are as follows:
|
|
2017
|
|
|
2016
|
|
Basic Weighted average shares outstanding
|
|
|
7,693,831
|
|
|
|
7,679,696
|
|
Effect of dilutive stock options
|
|
|
-
|
|
|
|
50,870
|
|
Dil
u
ted weighted average shares outstanding
|
|
|
7,693,831
|
|
|
|
7,730,566
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares which are not included in the calculation of diluted net income per share because their impact is anti-dilutive. These shares consist of stock options.
|
|
|
1,594,000
|
|
|
|
1,182,000
|
|
Weighted average options to purchase 1,594,000 and 1,182,000 shares of common stock at prices ranging from $1.40 to $5.48 per share that were outstanding during fiscal years 2017 and 2016 were excluded from each respective year's computation of diluted earnings per share. In each of these years, such options' exercise prices exceeded the average market price of our common stock, thereby causing the effect of such options to be anti-dilutive.
PASSUR Aerospace, Inc. and Subsidiary
Notes to Consolidated Financial Statements (continued)
1. Description of Business and Significant Accounting Policies (continued)
Deferred Revenue
Deferred revenue includes amounts attributable to advances received or billings related to customer agreements, which are contractually required and are non-refundable, and may be prepaid either annually, quarterly, or monthly. Deferred revenues from such customer agreements are recognized as revenue ratably over the period that coincides with the respective agreement. The Company recognizes initial set-up fee revenues and associated costs on a straight-line basis over the estimated life of the customer relationship period, typically five years.
Fair Value of Financial Instruments
The recorded amounts of the Company's cash, receivables, accounts payable, and accrued liabilities approximate their fair values principally because of the short-term nature of these items. The fair value of related party debt is not practicable to determine due primarily to the fact that the Company's related party debt is held by its Chairman and significant shareholder, and the Company does not have any third-party debt with which to compare.
Additionally, on a recurring basis, the Company uses fair value measures when analyzing asset impairments. Long-lived assets and certain identifiable intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If it is determined such indicators are present, and the review indicates that the assets will not be fully recoverable based on the undiscounted estimated future cash flows expected to result from the use of the asset, their carrying values are reduced to estimated fair value.
Stock-Based Compensation
The Company follows FASB ASC 718 "Compensation-Stock Compensation", which requires measurement of compensation cost for all stock-based awards at fair value on date of grant, and recognition of stock-based compensation expense over the service period for awards expected to vest. The fair value of stock options was determined using the Black-Scholes valuation model. Such fair value is recognized as an expense over the service period, net of forfeitures. Stock-based compensation expense was $578,000 and $401,000 for the year ended October 31, 2017 and 2016, respectively, and was primarily included in selling, general, and administrative expenses.
Comprehensive Income
The Company's comprehensive income is equivalent to that of the Company's total net income for fiscal years 2017 and 2016.
Accounting Pronouncements issued but not yet adopted
In May 2017, the FASB issued Accounting Standards Update ("ASU") No 2017-09, "Compensation—Stock Compensation: Topic 718" — Scope of Modification Accounting ("ASU 2017-09"), to clarify when to account for a change in the terms or conditions of a share-based payment award as a modification. Under the new standard, modification is required only if the fair value, the vesting conditions, or the classification of an award as equity or liability changes as a result of the change in terms or conditions. ASU 2017-09 will be effective for the Company beginning November 1, 2018, and will be applied prospectively.
In March 2016, the FASB issued new guidance on accounting for employee share-based payment awards to simplify the accounting related to several aspects of accounting for share-based payment transactions, including income tax consequences of share-based payment transactions, classification of awards as either equity or liabilities, forfeitures, and classification on the statement of cash flows. The new standard is effective for the annual period beginning after December 15, 2016, including interim reporting periods within that period, which for the Company will be the annual period ending October 31, 2018. Early adoption, including adoption in an interim period, is permitted. The standard requires the use of several transition methods including a modified retrospective transition method, retrospective method, and prospective method. The Company is evaluating the effect that this new guidance will have on its consolidated financial statements and related disclosures.
PASSUR Aerospace, Inc. and Subsidiary
Notes to Consolidated Financial Statements (continued)
1. Description of Business and Significant Accounting Policies (continued)
In February 2016, the FASB issued ASU 2016-02, which amends the ASC and creates Topic 842, Leases ("Topic 842"). Topic 842 will require lessees to recognize lease assets and lease liabilities for those leases classified as operating leases under previous GAAP on the balance sheet. This guidance is effective for annual periods beginning after December 15, 2018, which for the Company will be the annual period ending October 31, 2020, and early adoption is permitted. The Company does not believe this new accounting standard update will have a material impact on its consolidated financial statements.
In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740) Balance Sheet Classification of Deferred Assets. This ASU is intended to simplify the presentation of deferred taxes on the balance sheet and will require an entity to present all deferred tax assets and deferred tax liabilities as non-current on the balance sheet. Under the current guidance, entities are required to separately present deferred taxes as current or non-current. This guidance will be effective beginning in 2018, with early adoption permitted. The Company does not believe this new accounting standard update will have a material impact on its consolidated financial statements.
In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers: Topic 606" ("ASU 2014-09"), to supersede nearly all-existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services, ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The new standard is effective for the annual period beginning after December 15, 2017, including interim reporting periods within that period, which for the Company will be the annual period ending October 31, 2019. Early application as of January 1, 2017, is permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that this new guidance will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its financial reporting.
2. Restatement of Previously Issued Consolidated Financial Statement
In connection with the preparation, review and audit of the Company's consolidated financial statements required to be included in this Annual Report on Form 10-K for the year ended October 31, 2017, management identified certain errors in the Company's current and historical consolidated financial statements. A conclusion was reached by the Audit Committee of the Company's Board of Directors, in consultation with management and the Company's independent registered public accounting firm, that the Company's previously issued consolidated financial statements for fiscal years 2016, along with each of the three quarters included in fiscal year 2017, and the opening balance sheet of fiscal year 2016, needed to be restated. This Note 2 to the consolidated financial statements discloses the nature of the restatement matters and shows the impact of the revised amounts for the year ended October 31, 2016 and the restated unaudited quarterly financial data for the interim periods in fiscal year 2017, which is immaterial to each statement of operations for each individual quarter, and is, collectively referred to as the "Restatement."
The Restatement corrects errors primarily related to: (1) the capitalization of certain operating costs associated with software development which should have been expensed as incurred are contained in the Company's financial statements; and (2) the capitalization of certain operating costs associated with the manufacturing and installation of fixed assets. The Company has also identified one other adjustment described below in items (3) that have been corrected as part of this Restatement.
PASSUR Aerospace, Inc. and Subsidiary
Notes to Consolidated Financial Statements (continued)
2. Restatement of Previously Issued Consolidated Financial Statement (continued)
Adjustments needed to correct errors
(1)
|
Capitalized software – The Company capitalized certain internally developed software costs that did not meet criteria for deferral under ASC 350-40,
Internal-Use Software.
During the preparation of its financial statements for the year ended October 31, 2017, management became aware of a potential misapplication of the Internal-Use Software guidance in relation to its accounting for capitalized costs of internally developed software, associated with certain general and administrative expenses (collectively, "G&A costs"). The Company has historically capitalized these G&A costs as part of its capitalized internally developed software. However, the Company revised its application of the internally developed software guidance to expense all G&A costs in the period incurred during the development of internally used software. This correction of an error, which created
an over-capitalization of certain software expenses, an understatement of operating expenses, and an overstatement of certain balance sheet accounts,
required a restatement of the Company's previously issued financial statements.
|
(2)
|
Fixed Assets – The Company capitalized certain fixed asset costs that did not meet criteria for deferral under ASC 360,
Property, Plant and Equipment.
During the preparation of its financial statements for the year ended October 31, 2017, management became aware of a potential misapplication of the Property, Plant and Equipment guidance in relation to its accounting for capitalized costs associated with the manufacturing and installation of fixed assets, associated with certain general and administrative expenses (collectively, "G&A costs"). The Company has historically capitalized these G&A costs as part of its manufacturing and installation of fixed assets. However, the Company corrected its application of the Property, Plant and Equipment guidance to expense all G&A costs in the period incurred during the manufacturing and installation of property, plant and equipment. This correction of an error, which created
an over-capitalization of certain manufacturing and installation costs, an understatement of operating expenses, and an overstatement of certain balance sheet accounts,
required a restatement of the Company's previously issued financial statements.
|
(3)
|
Income taxes – During the first quarter of fiscal year 2017, the Company recorded approximately $198,000 tax provision as a result of the Company adjusting its deferred tax asset relating to net operating losses in various state jurisdictions the carrying value of certain state deferred tax assets related to periods prior to fiscal year 2016.
|
The Restatement resulted in adjustments to opening retained earnings and certain assets as of November 1, 2016, related to fiscal year 2015 and prior. The cumulative effect of those adjustments decreased previously reported retained earnings by approximately $1,016,000, decreased previously reported PASSUR Network assets by approximately $600,000, decreased previously reported capitalized software development costs by approximately $800,000, and increased deferred tax assets by approximately $325,000. The table below summarizes the effects of the cumulative Restatement adjustments recorded to all periods prior to November 1, 2016 on previously reported retained earnings, PASSUR Network assets, capitalized software development costs, and deferred tax assets:
|
|
October 31, 2015
|
|
Select Balance Sheet Accounts
|
|
As Reported
|
|
|
Adjustments
|
|
|
As Restated
|
|
|
Reference
|
|
PASSUR Network, net
|
|
$
|
5,902,751
|
|
|
$
|
(554,088
|
)
|
|
$
|
5,348,663
|
|
|
|
2
|
|
Capitalized software development costs, net
|
|
$
|
7,684,603
|
|
|
$
|
(786,894
|
)
|
|
$
|
6,897,709
|
|
|
|
1
|
|
Deferred tax asset, non-current
|
|
$
|
1,658,557
|
|
|
$
|
325,234
|
|
|
$
|
1,983,791
|
|
|
|
1-3
|
|
Total stockholders' equity
|
|
$
|
11,473,100
|
|
|
$
|
(1,015,748
|
)
|
|
$
|
10,457,352
|
|
|
|
1-3
|
|
The following tables summarize the impact of the Restatement on our previously reported Consolidated Balance Sheets, Consolidated Statements of Income, Consolidated Statements of Cash Flows for the year ending October 31, 2016:
PASSUR Aerospace, Inc. and Subsidiary
Notes to Consolidated Financial Statements (continued)
2. Restatement of Previously Issued Consolidated Financial Statement (continued)
|
|
October 31, 2016
|
|
Select Balance Sheet Accounts
|
|
As Reported
|
|
|
Period Adjustments
|
|
|
Prior Period Adjustments
|
|
|
As Restated
|
|
|
Reference
|
|
PASSUR Network, net
|
|
$
|
5,739,753
|
|
|
$
|
12,756
|
|
|
$
|
(554,088
|
)
|
|
$
|
5,198,421
|
|
|
|
2
|
|
Capitalized software development costs, net
|
|
$
|
8,263,533
|
|
|
$
|
123,399
|
|
|
$
|
(786,894
|
)
|
|
$
|
7,600,038
|
|
|
|
1
|
|
Deferred tax asset, non-current
|
|
$
|
1,250,833
|
|
|
$
|
(53,100
|
)
|
|
$
|
325,234
|
|
|
$
|
1,522,967
|
|
|
|
1-2
|
|
Total stockholders' equity
|
|
$
|
12,327,187
|
|
|
$
|
83,055
|
|
|
$
|
(1,015,748
|
)
|
|
$
|
11,394,494
|
|
|
|
1-2
|
|
|
|
October 31, 2016
|
|
Select Statement of Operations Accounts
|
|
As Reported
|
|
|
Adjustments
|
|
|
As Restated
|
|
|
Reference
|
|
Cost of revenues
|
|
$
|
6,377,104
|
|
|
$
|
(136,155
|
)
|
|
$
|
6,240,949
|
|
|
|
1-2
|
|
Income from operations
|
|
$
|
1,207,904
|
|
|
$
|
136,155
|
|
|
$
|
1,344,059
|
|
|
|
1-2
|
|
Income tax expense
|
|
$
|
589,923
|
|
|
$
|
53,100
|
|
|
$
|
643,023
|
|
|
|
1-2
|
|
Net income
|
|
$
|
434,648
|
|
|
$
|
83,055
|
|
|
$
|
517,703
|
|
|
|
1-2
|
|
Net income per common share - basic
|
|
$
|
0.06
|
|
|
$
|
0.01
|
|
|
$
|
0.07
|
|
|
|
|
|
Net income per common share - diluted
|
|
$
|
0.06
|
|
|
$
|
0.01
|
|
|
$
|
0.07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 31, 2016
|
|
Select Statement of Cash Flows Accounts
|
|
As Reported
|
|
|
Adjustments
|
|
|
As Restated
|
|
|
Reference
|
|
Net income
|
|
$
|
434,648
|
|
|
$
|
83,055
|
|
|
$
|
517,703
|
|
|
|
1-2
|
|
Depreciation and amortization
|
|
$
|
3,341,349
|
|
|
$
|
(450,808
|
)
|
|
$
|
2,890,541
|
|
|
|
1-2
|
|
Provision for deferred taxes
|
|
$
|
540,505
|
|
|
$
|
53,100
|
|
|
$
|
593,605
|
|
|
|
|
|
Net cash provided by operating activities
|
|
$
|
4,910,053
|
|
|
$
|
(314,653
|
)
|
|
$
|
4,595,400
|
|
|
|
1-2
|
|
PASSUR Network
|
|
$
|
(776,138
|
)
|
|
$
|
154,040
|
|
|
$
|
(622,098
|
)
|
|
|
2
|
|
Capitalized software development
|
|
$
|
(2,423,811
|
)
|
|
$
|
160,613
|
|
|
$
|
(2,263,198
|
)
|
|
|
1
|
|
Net cash used in investing activities
|
|
$
|
(3,530,126
|
)
|
|
$
|
314,653
|
|
|
$
|
(3,215,473
|
)
|
|
|
1-2
|
|
The following tables summarize the impact of the Restatement on our previously reported unaudited Consolidated Balance Sheets, unaudited Consolidated Statements of Operations, and unaudited Consolidated Statements of Cash Flows for each of the quarters of fiscal year 2017:
PASSUR Aerospace, Inc. and Subsidiary
Notes to Consolidated Financial Statements (continued)
2. Restatement of Previously Issued Consolidated Financial Statement (continued)
|
|
Three months ended January 31, 2017
|
|
Select Balance Sheet Accounts
|
|
As Reported
|
|
|
Period Adjustments
|
|
|
Prior Period Adjustments
|
|
|
As Restated
|
|
|
Reference
|
|
PASSUR Network, net
|
|
$
|
5,686,154
|
|
|
$
|
(18,833
|
)
|
|
$
|
(541,332
|
)
|
|
$
|
5,125,989
|
|
|
|
2
|
|
Capitalized software development costs, net
|
|
$
|
8,419,097
|
|
|
$
|
27,068
|
|
|
$
|
(663,495
|
)
|
|
$
|
7,782,670
|
|
|
|
1
|
|
Deferred tax asset, non-current
|
|
$
|
1,165,039
|
|
|
$
|
-
|
|
|
$
|
272,134
|
|
|
$
|
1,437,173
|
|
|
|
|
|
Total stockholders' equity
|
|
$
|
12,212,596
|
|
|
$
|
8,235
|
|
|
$
|
(932,693
|
)
|
|
$
|
11,288,138
|
|
|
|
1-2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended April 30, 2017
|
|
Select Balance Sheet Accounts
|
|
As Reported
|
|
|
Period Adjustments
|
|
|
Prior Period Adjustments
|
|
|
As Restated
|
|
|
Reference
|
|
PASSUR Network, net
|
|
$
|
5,918,106
|
|
|
$
|
(55,970
|
)
|
|
$
|
(560,165
|
)
|
|
$
|
5,301,971
|
|
|
|
2
|
|
Capitalized software development costs, net
|
|
$
|
8,616,778
|
|
|
$
|
22,783
|
|
|
$
|
(636,427
|
)
|
|
$
|
8,003,134
|
|
|
|
1
|
|
Deferred tax asset, non-current
|
|
$
|
1,358,400
|
|
|
$
|
-
|
|
|
$
|
272,134
|
|
|
$
|
1,630,534
|
|
|
|
|
|
Total stockholders' equity
|
|
$
|
12,287,185
|
|
|
$
|
(33,187
|
)
|
|
$
|
(924,458
|
)
|
|
$
|
11,329,540
|
|
|
|
1-2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended July 31, 2017
|
|
Select Balance Sheet Accounts
|
|
As Reported
|
|
|
Period Adjustments
|
|
|
Prior Period Adjustments
|
|
|
As Restated
|
|
|
Reference
|
|
PASSUR Network, net
|
|
$
|
6,169,478
|
|
|
$
|
(35,256
|
)
|
|
$
|
(616,135
|
)
|
|
$
|
5,518,087
|
|
|
|
2
|
|
Capitalized software development costs, net
|
|
$
|
8,957,601
|
|
|
$
|
16,449
|
|
|
$
|
(613,644
|
)
|
|
$
|
8,360,406
|
|
|
|
1
|
|
Deferred tax asset, non-current
|
|
$
|
1,271,900
|
|
|
$
|
-
|
|
|
$
|
272,134
|
|
|
$
|
1,544,034
|
|
|
|
|
|
Total stockholders' equity
|
|
$
|
11,861,213
|
|
|
$
|
(18,807
|
)
|
|
$
|
(957,645
|
)
|
|
$
|
10,884,761
|
|
|
|
1-2
|
|
PASSUR Aerospace, Inc. and Subsidiary
Notes to Consolidated Financial Statements (continued)
2. Restatement of Previously Issued Consolidated Financial Statement (continued)
|
|
Three months ended January 31, 2017
|
|
Select Statement of Operations Accounts
|
|
As Reported
|
|
|
Adjustments
|
|
|
As Restated
|
|
|
Reference
|
|
Cost of revenues
|
|
$
|
1,690,009
|
|
|
$
|
(8,235
|
)
|
|
$
|
1,681,774
|
|
|
|
1-2
|
|
(Loss)/Income from operations
|
|
$
|
(120,467
|
)
|
|
$
|
8,235
|
|
|
$
|
(112,232
|
)
|
|
|
1-2
|
|
(Benefit) provision for income taxes
|
|
$
|
94,684
|
|
|
$
|
(197,749
|
)
|
|
$
|
(103,065
|
)
|
|
|
3
|
|
Net (loss)/income
|
|
$
|
(256,551
|
)
|
|
$
|
205,984
|
|
|
$
|
(50,567
|
)
|
|
|
|
|
Net (loss)/income per common share - basic
|
|
$
|
(0.03
|
)
|
|
$
|
0.02
|
|
|
$
|
(0.01
|
)
|
|
|
|
|
Net (loss)/income per common share - diluted
|
|
$
|
(0.03
|
)
|
|
$
|
0.02
|
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended April 30, 2017
|
|
Select Statement of Operations Accounts
|
|
As Reported
|
|
|
Adjustments
|
|
|
As Restated
|
|
|
Reference
|
|
Cost of revenues
|
|
$
|
1,534,126
|
|
|
$
|
33,187
|
|
|
$
|
1,567,313
|
|
|
|
1-2
|
|
(Loss)/Income from operations
|
|
$
|
(185,166
|
)
|
|
$
|
(33,187
|
)
|
|
$
|
(218,353
|
)
|
|
|
1-2
|
|
(Benefit) provision for income taxes
|
|
$
|
(192,325
|
)
|
|
$
|
-
|
|
|
$
|
(192,325
|
)
|
|
|
|
|
Net (loss)/income
|
|
$
|
(38,112
|
)
|
|
$
|
(33,187
|
)
|
|
$
|
(71,299
|
)
|
|
|
|
|
Net (loss)/income per common share - basic
|
|
$
|
0.00
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
|
|
|
Net (loss)/income per common share - diluted
|
|
$
|
0.00
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended July 31, 2017
|
|
Select Statement of Operations Accounts
|
|
As Reported
|
|
|
Adjustments
|
|
|
As Restated
|
|
|
Reference
|
|
Cost of revenues
|
|
$
|
1,489,703
|
|
|
$
|
18,807
|
|
|
$
|
1,508,510
|
|
|
|
1-2
|
|
(Loss)/Income from operations
|
|
$
|
(451,460
|
)
|
|
$
|
(18,807
|
)
|
|
$
|
(470,267
|
)
|
|
|
1-2
|
|
(Benefit) provision for income taxes
|
|
$
|
86,500
|
|
|
$
|
-
|
|
|
$
|
86,500
|
|
|
|
|
|
Net (loss)/income
|
|
$
|
(579,360
|
)
|
|
$
|
(18,807
|
)
|
|
$
|
(598,167
|
)
|
|
|
|
|
Net (loss)/income per common share - basic
|
|
$
|
(0.08
|
)
|
|
$
|
-
|
|
|
$
|
(0.08
|
)
|
|
|
|
|
Net (loss)/income per common share - diluted
|
|
$
|
(0.08
|
)
|
|
$
|
-
|
|
|
$
|
(0.08
|
)
|
|
|
|
|
PASSUR Aerospace, Inc. and Subsidiary
Notes to Consolidated Financial Statements (continued)
2. Restatement of Previously Issued Consolidated Financial Statement (continued)
|
|
Three months ended January 31, 2017
|
|
Select Statement of Cash Flows Accounts
|
|
As Reported
|
|
|
Adjustments
|
|
|
As Restated
|
|
|
Reference
|
|
Net (loss)/income
|
|
$
|
(256,551
|
)
|
|
$
|
205,984
|
|
|
$
|
(50,567
|
)
|
|
|
1-3
|
|
Depreciation and amortization
|
|
$
|
857,174
|
|
|
$
|
(111,256
|
)
|
|
$
|
745,918
|
|
|
|
1-2
|
|
Provision for deferred taxes
|
|
$
|
85,794
|
|
|
$
|
(197,749
|
)
|
|
$
|
(111,955
|
)
|
|
|
3
|
|
Net cash (used in)/ provided by operating activities
|
|
$
|
(124,381
|
)
|
|
$
|
(103,021
|
)
|
|
$
|
(227,402
|
)
|
|
|
1-3
|
|
PASSUR Network
|
|
$
|
(162,795
|
)
|
|
$
|
62,658
|
|
|
$
|
(100,137
|
)
|
|
|
2
|
|
Capitalized software development
|
|
$
|
(647,432
|
)
|
|
$
|
40,362
|
|
|
$
|
(607,070
|
)
|
|
|
1
|
|
Net cash used in investing activities
|
|
$
|
(896,046
|
)
|
|
$
|
103,021
|
|
|
$
|
(793,025
|
)
|
|
|
1-2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended April 30, 2017
|
|
Select Statement of Cash Flows Accounts
|
|
As Reported
|
|
|
Adjustments
|
|
|
As Restated
|
|
|
Reference
|
|
Net (loss)/income
|
|
$
|
(294,663
|
)
|
|
$
|
172,797
|
|
|
$
|
(121,866
|
)
|
|
|
1-3
|
|
Depreciation and amortization
|
|
$
|
1,702,760
|
|
|
$
|
(222,512
|
)
|
|
$
|
1,480,248
|
|
|
|
1-2
|
|
Provision for deferred taxes
|
|
$
|
(107,567
|
)
|
|
$
|
(197,749
|
)
|
|
$
|
(305,316
|
)
|
|
|
3
|
|
Net cash (used in)/ provided by operating activities
|
|
$
|
2,339,774
|
|
|
$
|
(247,464
|
)
|
|
$
|
2,092,310
|
|
|
|
1-3
|
|
PASSUR Network
|
|
$
|
(596,533
|
)
|
|
$
|
162,453
|
|
|
$
|
(434,080
|
)
|
|
|
2
|
|
Capitalized software development
|
|
$
|
(1,327,848
|
)
|
|
$
|
85,009
|
|
|
$
|
(1,242,839
|
)
|
|
|
1
|
|
Net cash used in investing activities
|
|
$
|
(2,021,324
|
)
|
|
$
|
247,464
|
|
|
$
|
(1,773,860
|
)
|
|
|
1-2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended July 31, 2017
|
|
Select Statement of Cash Flows Accounts
|
|
As Reported
|
|
|
Adjustments
|
|
|
As Restated
|
|
|
Reference
|
|
Net (loss)/income
|
|
$
|
(874,024
|
)
|
|
$
|
153,990
|
|
|
$
|
(720,034
|
)
|
|
|
1-3
|
|
Depreciation and amortization
|
|
$
|
2,519,500
|
|
|
$
|
(349,331
|
)
|
|
$
|
2,170,169
|
|
|
|
1-2
|
|
Provision for deferred taxes
|
|
$
|
(21,067
|
)
|
|
$
|
(197,749
|
)
|
|
$
|
(218,816
|
)
|
|
|
3
|
|
Net cash (used in)/ provided by operating activities
|
|
$
|
2,711,495
|
|
|
$
|
(393,090
|
)
|
|
$
|
2,318,405
|
|
|
|
1-3
|
|
PASSUR Network
|
|
$
|
(1,023,608
|
)
|
|
$
|
261,238
|
|
|
$
|
(762,370
|
)
|
|
|
2
|
|
Capitalized software development
|
|
$
|
(2,144,555
|
)
|
|
$
|
131,850
|
|
|
$
|
(2,012,705
|
)
|
|
|
1
|
|
Net cash used in investing activities
|
|
$
|
(3,421,958
|
)
|
|
$
|
393,090
|
|
|
$
|
(3,028,868
|
)
|
|
|
1-2
|
|
3. Property and Equipment
Property and equipment consist of the following as of October 31, 2017 and 2016:
|
Estimated useful lives
|
|
2017
|
|
|
2016
|
|
Leasehold improvements
|
3-5 years
|
|
$
|
216,000
|
|
|
$
|
216,000
|
|
Equipment
|
5-10 years
|
|
|
5,960,000
|
|
|
|
5,727,000
|
|
Furniture and fixtures
|
5-10 years
|
|
|
585,000
|
|
|
|
563,000
|
|
|
|
|
|
6,761,000
|
|
|
|
6,506,000
|
|
Less accumulated depreciation
|
|
|
|
5,909,000
|
|
|
|
5,319,000
|
|
Total
|
|
|
$
|
852,000
|
|
|
$
|
1,187,000
|
|
PASSUR Aerospace, Inc. and Subsidiary
Notes to Consolidated Financial Statements (continued)
3. Property and Equipment (continued)
The Company recorded depreciation expense on the assets included in property and equipment of $590,000 and $496,000 for the year ended October 31, 2017 and 2016, respectively.
4. PASSUR Network
PASSUR Network consists of the following as of October 31, 2017 and 2016:
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
(As Restated)
|
|
PASSUR Network, beginning balance
|
|
$
|
18,387,000
|
|
|
$
|
17,765,000
|
|
Additions
|
|
|
1,401,000
|
|
|
|
622,000
|
|
Total capitalized PASSUR Network costs
|
|
|
19,788,000
|
|
|
|
18,387,000
|
|
Less accumulated depreciation
|
|
|
13,784,000
|
|
|
|
13,189,000
|
|
PASSUR Network, ending balance, net
|
|
$
|
6,004,000
|
|
|
$
|
5,198,000
|
|
The Company capitalized $1,197,000 and $489,000, of PASSUR Network costs, for the year ended October 31 2017 and 2016, respectively. These amounts exclude $204,000 and $133,000 of parts purchased, related to the PASSUR Network, for the year ended October 31, 2017 and 2016, respectively. Depreciation expense related to the Company-owned PASSUR Network was $595,000 and $773,000 for the period ended October 31, 2017 and 2016, respectively. Depreciation is charged to cost of revenues and is calculated using the straight-line method over the estimated useful life of the asset, which is estimated at seven and five years for PASSUR and SMLAT systems, respectively.
The net carrying balance of the PASSUR Network as of October 31, 2017 and October 31, 2016, was $6,004,000 and $5,198,000, respectively. Included in the net carrying balance as of October 31, 2017, were parts and finished goods for PASSUR and SMLAT Systems totaling $1,636,000 and $642,000, respectively, which have not yet been installed. As of October 31, 2016, $1,815,000 and $911,000 of parts and finished goods for PASSUR and SMLAT systems, respectively, were included in the net carrying balance of the PASSUR Network. PASSUR and SMLAT Systems which are not installed are carried at cost and not depreciated until installed.
As of October 31, 2017, depreciation expense for the PASSUR Network assets, where depreciation has commenced is estimated to approximate $673,000, $659,000, $626,000, $412,000, and $255,000, for the fiscal years ended October 31, 2018, 2019, 2020, 2021 and 2022, respectively. The Company did not dispose of or record any impairments related to any of the PASSUR Network assets in fiscal years 2017 or 2016.
5. Capitalized Software Development Costs
PASSUR Software Development costs consist of the following as of October 31, 2017 and 2016:
PASSUR Aerospace, Inc. and Subsidiary
Notes to Consolidated Financial Statements (continued)
5. Capitalized Software Development Costs (continued)
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
(As Restated)
|
|
Software development costs, beginning balance
|
|
$
|
16,890,000
|
|
|
$
|
14,627,000
|
|
Additions
|
|
|
3,027,000
|
|
|
|
2,263,000
|
|
Total capitalized software development costs
|
|
|
19,917,000
|
|
|
|
16,890,000
|
|
Less accumulated amortization
|
|
|
11,024,000
|
|
|
|
9,290,000
|
|
Software development costs, ending balance, net
|
|
$
|
8,893,000
|
|
|
$
|
7,600,000
|
|
The Company's capitalization of software development projects was $3,027,000 and $2,263,000 for the year ended October 31, 2017 and 2016, respectively. Amortization related to capitalized software development projects was $1,734,000 and $1,561,000 for the year ended October 31, 2017 and 2016, respectively.
As of October 31, 2017, amortization expense for capitalized software development costs where amortization has commenced is estimated to approximate $1,893,000, $1,480,000, $1,368,000, $906,000, and $359,000, for the fiscal years ended October 31, 2018, 2019, 2020, 2021 and 2022, respectively. As of October 31, 2017, the Company had $2,727,000 of capitalized software development costs relating to projects currently still in development, therefore, are not yet subject to amortization. The Company did not record any impairments related to capitalized software development projects in fiscal years 2017 or 2016.
6. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consist of the following as of October 31, 2017 and 2016:
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
Payroll, payroll taxes, and benefits
|
|
$
|
565,000
|
|
|
$
|
513,000
|
|
Professional fees
|
|
|
156,000
|
|
|
|
148,000
|
|
Travel expenses
|
|
|
171,000
|
|
|
|
142,000
|
|
Contractor fees
|
|
|
172,000
|
|
|
|
-
|
|
Other liabilities
|
|
|
209,000
|
|
|
|
133,000
|
|
Total
|
|
$
|
1,273,000
|
|
|
$
|
936,000
|
|
7. Notes Payable
For the year ended October 31, 2017, the Company paid interest to G.S. Beckwith Gilbert, the Company's significant shareholder and Chairman, of $171,000, representing the entire fiscal year 2017 interest due, thereby meeting the payment requirements of the loan agreement. Subsequent to October 31, 2017, the Company paid all interest incurred on the note payable, through January 31, 2018 in the amount of $66,000. During fiscal year 2017, Mr. Gilbert loaned the Company an additional $1,100,000 to primarily fund the Company's near-term investment strategy to enhance the Company's technology platform, in the form of software development personnel, third-party contractors, and PASSUR Network infrastructure support. As of October 31, 2017, the loan balance totaled $3,800,000.
During the first quarter of fiscal year 2018, Mr. Gilbert loaned the Company an additional $925,000. As of February 12, 2018, the loan balance totaled $4,725,000.
PASSUR Aerospace, Inc. and Subsidiary
Notes to Consolidated Financial Statements (continued)
7. Notes Payable (continued)
During the year ended October 31, 2016, the Company paid interest to
G.S. Beckwith
Gilbert of $183,000, representing the entire fiscal year 2016 interest due, thereby meeting the payment requirements of the loan agreement. During fiscal year 2016, the Company made $800,000 in
principal payments, bringing the principal amount of the note payable due to G.S. Beckwith Gilbert to $2,700,000 on October 31, 2016.
On February 9, 2018, the Company entered into a Fourth Debt Extension Agreement with G.S. Beckwith Gilbert, the Company's Chairman and significant stockholder, effective February 9, 2018, pursuant to which the Company and Mr. Gilbert agreed to modify certain terms and conditions of the existing debt agreement with Mr. Gilbert (the "Existing Gilbert Note"). The maturity date of the Existing Gilbert Note was due on November 1, 2018, and the total amount of principal and interest due and owing as of February 12, 2018, was $4,734,000. Pursuant to the Fourth Debt Extension Agreement, the Company issued a new note to Mr. Gilbert in the principal amount of $4,725,000 (the "Fourth Replacement Note") in exchange for the Existing Gilbert Note and the Company agreed to pay the accrued interest under the Existing Gilbert Note as of February 9, 2018, in an amount equal to $7,000, at the time and on the terms set forth in the Existing Gilbert Note. Under the terms of the Fourth Replacement Note, the maturity date was extended to November 1, 2019, and the annual interest rate remained at 6%. Interest payments under the Fourth Replacement Note shall be made annually on October 31st of each year. The note payable is secured by the Company's assets. The Company has paid all interest incurred on the Fourth Replacement Note through October 31, 2017, totaling $171,000. Subsequent to October 31, 2017, the Company paid all interest incurred on the note payable, through January 31, 2018 in the amount of $66,000.
The Company evaluated its financial position at October 31, 2017, including an operating loss of $1,383,000 and working capital deficit of $3,196,000 and has requested and received a commitment from G.S. Beckwith Gilbert, dated February 12, 2018, that if the Company, at any time, is unable to meet its obligations through February 12, 2019, G.S. Beckwith Gilbert will provide the necessary continuing financial support to the Company in order for the Company to meet such obligations. Such commitment for financial support may be in the form of additional advances or loans to the Company, in addition to the deferral of principal and/or interest payments due on the existing loans, if deemed necessary. The note payable is secured by the Company's assets.
8. Leases
The Company's headquarters, located in Stamford, Connecticut, are subject to a lease through January 31, 2018, at an average annual rental rate of $235,000. The Company's software development and manufacturing facility, located in Bohemia, New York, is subject to a lease through October 31, 2018, at an average annual rental rate of $139,000. The Company's primary software development facility, located in Orlando, Florida, is subject to a lease through August 31, 2021, at an average annual rental rate of $67,000. These leases provide for additional payments of real estate taxes and other operating expenses over the base amount in the rental agreement. Other short-term operating leases are included below. All other operating leases are under a month-to-month arrangement. Rent expense, which includes utilities, was $645,000 and $590,000 for the year ended October 31, 2017 and 2016, respectively.
|
|
Contractual obligations
|
|
Fiscal Year Ended October 31:
|
|
under operating leases
|
|
|
|
|
|
2018
|
|
$
|
287,133
|
|
2019
|
|
|
64,002
|
|
2020
|
|
|
71,882
|
|
2021
|
|
|
61,392
|
|
Thereafter
|
|
|
-
|
|
Total minimum contractual obligations
|
|
$
|
484,409
|
|
On November 20, 2017, the Company modified its lease agreement for its Company headquarters located in Stamford, Connecticut, extending the term to June 30, 2023, at an annual rate of $220,000. On December 20, 2017, the Company entered into a new lease through April 30, 2023 for a regional office in Irving, Texas, at an annual rate of $60,000. These subsequent lease agreements are not included in the table above.
The Company's provision for income taxes in each fiscal year consists of current federal, state, and local minimum taxes.
PASSUR Aerospace, Inc. and Subsidiary
Notes to Consolidated Financial Statements (continued)
9. Income Taxes (continued)
The income tax expense for fiscal years ended October 31, 2017 and 2016 consisted of the following:
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
(As Restated)
|
|
Current:
|
|
|
|
|
|
|
Federal
|
|
$
|
-
|
|
|
$
|
-
|
|
State
|
|
$
|
20,000
|
|
|
$
|
50,000
|
|
Income tax provision-current
|
|
$
|
20,000
|
|
|
$
|
50,000
|
|
|
|
|
|
|
|
|
|
|
Deferred:
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
1,826,000
|
|
|
$
|
514,000
|
|
State
|
|
$
|
116,000
|
|
|
$
|
79,000
|
|
Total income tax expense, net
|
|
$
|
1,962,000
|
|
|
$
|
643,000
|
|
The difference between income taxes expected at the U.S federal statutory income tax rate of 34% and the reported income tax expense are summarized as follows:
|
|
2017
|
|
|
2016
|
|
|
|
Amount
|
|
|
Percent
|
|
|
Amount
|
|
|
Percent
|
|
|
|
|
|
|
|
|
|
(As Restated)
|
|
U.S. statutory tax
|
|
$
|
(530,000
|
)
|
|
|
34.0
|
%
|
|
$
|
395,000
|
|
|
|
34.0
|
%
|
Stock compensation
|
|
|
174,000
|
|
|
|
-11.2
|
%
|
|
|
125,000
|
|
|
|
10.8
|
%
|
Meals and entertainment
|
|
|
14,000
|
|
|
|
-0.9
|
%
|
|
|
14,000
|
|
|
|
1.2
|
%
|
State tax, net of federal benefit
|
|
|
(37,000
|
)
|
|
|
2.4
|
%
|
|
|
109,000
|
|
|
|
9.4
|
%
|
Other
|
|
|
63,000
|
|
|
|
-4.0
|
%
|
|
|
-
|
|
|
|
0.0
|
%
|
Change in Valuation Allowance
|
|
|
2,278,000
|
|
|
|
-146.1
|
%
|
|
|
-
|
|
|
|
0.0
|
%
|
Income tax expense, net
|
|
$
|
|
|
|
|
-125.8
|
%
|
|
$
|
643,000
|
|
|
|
55.4
|
%
|
The tax effect of temporary differences that give rise to deferred tax assets and liabilities as of October 31, 2017 and 2016 is as follows:
PASSUR Aerospace, Inc. and Subsidiary
Notes to Consolidated Financial Statements (continued)
9. Income Taxes (continued)
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
(As Restated)
|
|
Deferred tax assets and liabilities:
|
|
|
|
|
|
|
Net operating loss carry-forward
|
|
$
|
2,157,000
|
|
|
$
|
1,696,000
|
|
Deferred Revenue
|
|
|
178,000
|
|
|
|
-
|
|
Allowance for doubtful accounts receivable
|
|
|
70,000
|
|
|
|
19,000
|
|
Stock compensation-nonqualified
|
|
|
217,000
|
|
|
|
198,000
|
|
Accruals
|
|
|
58,000
|
|
|
|
-
|
|
Depreciation
|
|
|
(402,000
|
)
|
|
|
29,000
|
|
Sub-total
|
|
$
|
2,278,000
|
|
|
$
|
1,942,000
|
|
Valuation allowance
|
|
|
(2,278,000
|
)
|
|
|
-
|
|
Deferred tax assets and liabilities
|
|
$
|
-
|
|
|
$
|
1,942,000
|
|
At October 31, 2017, the Company had available federal net operating loss carryforwards of $7,474,000, which will expire in various tax years from fiscal year 2023 through fiscal year 2037. As a result of certain realization requirements of ASC 718, the table of deferred tax assets and liabilities does not include certain deferred tax assets that arose directly from tax deductions related to equity compensation greater than compensation recognized for financial reporting.
At October 31, 2017 and 2016, the Company did not have any uncertain tax positions. As permitted by ASC 740-10, the Company's accounting policy is to prospectively classify accrued interest and penalties related to any unrecognized tax benefits in its income tax provision. The Company's tax return years that are subject to examination by taxing authorities are fiscal years 2014 through 2017.
10. Stock-Based Compensation
In fiscal year 2009, the Company's Board of Directors approved the Company's 2009 stock option plan, which provides for the granting of stock options for up to 500,000 shares of the Company's common stock. During fiscal year 2010, the plan was amended to provide for the granting of another 500,000 stock option shares, for a total provision of 1,000,000 stock option shares of the Company's common stock as of October 31, 2010. During fiscal year 2011, the plan was amended for the granting of another 500,000 stock option shares, for a total provision of 1,500,000 stock option shares of the Company's common stock as of October 31, 2011. During fiscal year 2017, the plan was amended for the granting of another 1,500,000 stock option shares, for a total provision of 3,000,000 stock option shares of the Company's common stock as of October 31, 2017.
The Black-Scholes stock option valuation model was developed for use in estimating the fair value of traded stock options, which have no vesting restrictions and are fully transferable. In addition, stock option valuation models require the input of highly subjective assumptions including expected stock price volatility.
Information with respect to the Company's stock options for fiscal years 2017 and 2016 is as follows:
PASSUR Aerospace, Inc. and Subsidiary
Notes to Consolidated Financial Statements (continued)
10. Stock-Based Compensation (continued)
|
|
Number of stock options
|
|
|
Weighted average exercise price
|
|
|
Weighted average remaining contractual term (in years)
|
|
|
Aggregate intrinsic value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options outstanding at November 1, 2015
|
|
|
1,186,000
|
|
|
$
|
3.27
|
|
|
|
7.1
|
|
|
$
|
293,000
|
|
Stock options granted
|
|
|
240,000
|
|
|
$
|
3.41
|
|
|
|
|
|
|
|
|
|
Stock options exercised
|
|
|
(37,000
|
)
|
|
$
|
0.49
|
|
|
|
|
|
|
|
|
|
Stock options forfeited
|
|
|
(60,000
|
)
|
|
$
|
2.49
|
|
|
|
|
|
|
|
|
|
Stock options outstanding at October 31, 2016
|
|
|
1,329,000
|
|
|
$
|
3.42
|
|
|
|
7.1
|
|
|
$
|
130,000
|
|
Stock options granted
|
|
|
380,000
|
|
|
$
|
3.78
|
|
|
|
|
|
|
|
|
|
Stock options exercised
|
|
|
(15,000
|
)
|
|
$
|
2.55
|
|
|
|
|
|
|
|
|
|
Stock options forfeited
|
|
|
(100,000
|
)
|
|
$
|
3.28
|
|
|
|
|
|
|
|
|
|
Stock options outstanding at October 31, 2017
|
|
|
1,594,000
|
|
|
$
|
3.52
|
|
|
|
6.9
|
|
|
$
|
84,000
|
|
Stock options exercisable at October 31, 2017
|
|
|
779,500
|
|
|
$
|
3.51
|
|
|
|
5.0
|
|
|
$
|
84,000
|
|
The weighted average grant date fair value of the Company's stock options granted during fiscal years 2017 and 2016 was $3.78 and $3.41, respectively. The total intrinsic value of stock options exercised was $25,000 and $77,000 during fiscal years 2017 and 2016, respectively.
The Company's stock options vest over a period of five years. The fair value for these stock options was estimated at the date of grant using a Black-Scholes stock option pricing model, with the following weighted average assumptions for fiscal years 2017 and 2016:
|
|
Years ended October 31,
|
|
|
|
2017
|
|
|
2016
|
|
Expected dividend yield
|
|
|
0
|
%
|
|
|
0
|
%
|
Expected volatility
|
|
|
117
|
%
|
|
|
117
|
%
|
Risk-free interest rate
|
|
|
1.84-2.26
|
%
|
|
|
1.41 - 1.85
|
%
|
Expected term (years)
|
|
|
4.9 - 6.5
|
|
|
|
4.9 - 6.5
|
|
Discount for post-vesting restrictions
|
|
|
N/A
|
|
|
|
N/A
|
|
The Company recognized share-based compensation expense for all awards issued under the Company's stock equity plans in the following line items in the consolidated statement of operations:
PASSUR Aerospace, Inc. and Subsidiary
Notes to Consolidated Financial Statements (continued)
10. Stock-Based Compensation (continued)
|
|
2017
|
|
|
2016
|
|
Cost of revenues
|
|
$
|
27,000
|
|
|
$
|
25,000
|
|
Research and development
|
|
$
|
113,000
|
|
|
|
122,000
|
|
Selling, general and administrative
|
|
$
|
438,000
|
|
|
|
254,000
|
|
|
|
$
|
578,000
|
|
|
$
|
401,000
|
|
The following table summarizes the plans under which the Company granted equity compensation as of October 31, 2017:
Name of Plan
|
|
Shares
Authorized
|
|
|
Shares Available
for Grant
|
|
|
Shares
Outstanding
|
|
Last Date for Grant
of Shares
|
PASSUR Aerospace, Inc., 2009 Stock Incentive Plan
|
|
|
3,000,000
|
|
|
|
1,448,000
|
|
|
|
1,552,000
|
|
February 24, 2019
|
The following table summarizes the Company's equity plans that have expired but that still have equity awards outstanding as of October 31, 2017:
Name of Plan
|
|
Shares
Available for
Grant
|
|
|
Shares
Outstanding
|
|
|
|
|
|
|
|
|
PASSUR Aerospace, Inc., 1999 Stock Incentive Plan
|
|
|
—
|
|
|
|
42,000
|
|
All outstanding options granted under the Company's equity plans have terms of ten years. The Company's stock options vest over a period of five years.
There was $2,247,000 of unrecognized stock-based compensation costs expected to be recognized over a weighted average period of 3.7 years as of October 31, 2017. The Company had 814,500 shares in unvested stock-based options as of October 31, 2017.
11. Major Customers
The Company's principal business is to provide predictive analytics and decision support technology for the aviation industry to primarily improve the operational performance and cash flow of airlines. The Company believes it operates in one operating segment. The Company performs ongoing credit evaluations of its customers and generally does not require collateral.
Three customers accounted for 52%, or $7,165,000, of total revenues in fiscal year 2017. One customer accounted for 22% or $2,988,000, a second customer accounted for 19% or $2,637,000, and a third customer accounted for 11% or $1,540,000 of total revenues in fiscal year 2017. Three customers accounted for 45%, or $6,698,000, of total revenues in fiscal year 2016. One customer accounted for 17% or $2,555,000, a second customer accounted for 17% or $2,460,000, and a third customer accounted for 11% or $1,683,000 of total revenues in fiscal year 2016. As of October 31, 2017, the Company had three customers each of which accounted for 10% or more of the accounts receivable balance. One customer accounted for 21%, or $309,000, a second customer accounted for 16%, or $242,000, and a third customer accounted for 15%, or $218,000. As of October 31, 2016, the Company had three customers each of which accounted for 10% or more of the accounts receivable balance. One customer accounted for 30%, or $330,000, and a second customer accounted for 21%, or $226,000 and a third customer accounted for 14% or $157,000. Credit losses historically have been immaterial, although, there is one customer with a significant past due accounts receivable balance, which is not one of the major customers described above, which the Company has fully reserved as of the fiscal year ended October 31, 2017.
The Company had foreign sales of $320,000 and $206,000 in fiscal years 2017 and 2016, respectively. All sales, including foreign sales, are denominated in U.S. dollars.