UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2014
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission file number 000-7642
New York 11-2208938
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
One Landmark Square, Suite 1900, Stamford, Connecticut 06901
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(Address of Principal Executive Office) (Zip Code)
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Registrant's telephone number, including area code: (203) 622-4086
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 Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.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 check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] (Do not check if a smaller reporting company) Smaller reporting company [X]
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). YES [ ] NO [X]
There were 7,529,026 shares of the Registrant's common stock with a par value of $0.01 per share outstanding as of June 5, 2014.
INDEX
PASSUR Aerospace, Inc. and Subsidiary
PAGE
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of April 30, 2014 (unaudited)
and October 31, 2013. 3
Consolidated Statements of Income (unaudited)
Six months ended April 30, 2014 and 2013. 4
Consolidated Statements of Income (unaudited)
Three months ended April 30, 2014 and 2013. 5
Consolidated Statements of Cash Flows (unaudited)
Six months ended April 30, 2014 and 2013. 6
Notes to Consolidated Financial Statements (unaudited) 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations. 11
Item 3. Quantitative and Qualitative Disclosures about Market Risk. 15
Item 4. Controls and Procedures. 15
PART II. OTHER INFORMATION 16
Item 5. Other Information. 16
Item 6. Exhibits. 16
Signatures. 17
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PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PASSUR Aerospace, Inc. and Subsidiary
Consolidated Balance Sheets
APRIL 30, October 31,
2014 2013
------------------ -------------------
(UNAUDITED)
ASSETS
Current assets:
Cash $ 1,024,087 $ 454,650
Accounts receivable, net 994,895 1,637,844
Deferred tax asset, current 811,640 926,771
Prepaid expenses and other current assets 221,302 174,960
------------------ -------------------
Total current assets 3,051,924 3,194,225
PASSUR(R) Network, net 5,156,542 5,337,740
Capitalized software development costs, net 6,310,486 6,126,868
Property and equipment, net 1,381,983 1,346,868
Deferred tax asset, non-current 2,121,136 2,121,136
Other assets 157,173 152,868
------------------ -------------------
TOTAL ASSETS $ 18,179,244 $ 18,279,705
================== ===================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 324,797 $ 561,559
Accrued expenses and other current liabilities 749,855 722,898
Deferred revenue, current portion 2,403,821 1,931,374
------------------ -------------------
Total current liabilities 3,478,473 3,215,831
Deferred revenue, less current portion 121,992 135,722
Notes payable - related party 3,864,880 4,364,880
------------------ -------------------
7,465,345 7,716,433
COMMITMENT AND CONTINGENCIES
Stockholders' equity:
Preferred shares - authorized 5,000,000 shares,
par value $0.01 per share; none issued or outstanding -- --
Common shares - authorized 10,000,000 shares,
par value $0.01 per share; issued 8,225,526 and
8,041,001 at April 30, 2014 and October 31, 2013 82,255 80,410
Additional paid-in capital 15,117,373 15,113,495
Accumulated deficit (2,862,254) (3,007,158)
------------------ -------------------
12,337,374 12,186,747
Treasury stock, at cost, 696,500 shares at
April 30, 2014 and October 31, 2013 (1,623,475) (1,623,475)
------------------ -------------------
Total stockholders' equity 10,713,899 10,563,272
------------------ -------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 18,179,244 $ 18,279,705
================== ===================
See accompanying notes to consolidated financial statements.
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PASSUR Aerospace, Inc. and Subsidiary
Consolidated Statements of Income
(Unaudited)
SIX MONTHS ENDED APRIL 30,
2014 2013
------------------ -------------------
REVENUES $ 5,708,992 $ 5,335,758
COST AND EXPENSES:
Cost of revenues 2,688,435 2,915,155
Research and development 335,279 310,535
Selling, general, and administrative expenses 2,298,231 1,840,449
------------------ -------------------
5,321,945 5,066,139
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INCOME FROM OPERATIONS 387,047 269,619
Interest expense - related party 122,049 143,741
------------------ -------------------
Income before income taxes 264,998 125,878
Provision for income taxes 120,094 49,576
------------------ -------------------
NET INCOME $ 144,904 $ 76,302
================== ===================
Net income per common share - basic $ .02 $ .01
================== ===================
Net income per common share - diluted $ .02 $ .01
================== ===================
Weighted average number of common shares outstanding - basic 7,385,626 7,204,200
================== ===================
Weighted average number of common shares outstanding - diluted 7,659,428 7,842,211
================== ===================
See accompanying notes to consolidated financial statements.
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PASSUR Aerospace, Inc. and Subsidiary
Consolidated Statements of Income
(Unaudited)
THREE MONTHS ENDED APRIL 30,
2014 2013
------------------ -------------------
REVENUES $ 2,813,390 $ 2,661,232
COST AND EXPENSES:
Cost of revenues 1,213,262 1,399,599
Research and development expenses 170,416 163,579
Selling, general, and administrative expenses 1,210,484 942,359
------------------ -------------------
2,594,162 2,505,537
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INCOME FROM OPERATIONS 219,228 155,695
Interest expense - related party 57,696 70,680
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Income before income taxes 161,532 85,015
Provision for income taxes 80,269 21,031
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NET INCOME $ 81,263 $ 63,984
================== ===================
Net income per common share - basic $ .01 $ .01
================== ===================
Net income per common share - diluted $ .01 $ .01
================== ===================
Weighted average number of common shares outstanding - basic 7,428,137 7,215,632
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Weighted average number of common shares outstanding - diluted 7,709,457 7,844,278
================== ===================
See accompanying notes to consolidated financial statements.
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PASSUR Aerospace, Inc. and Subsidiary
Consolidated Statements of Cash Flows
(Unaudited)
SIX MONTHS ENDED APRIL 30,
2014 2013
------------------ --------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 144,904 $ 76,302
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 1,388,183 1,311,639
Provision for deferred taxes 115,131 15,000
Provision for (recovery of) doubtful accounts 29,165 (23,850)
Stock-based compensation 154,251 140,321
Changes in operating assets and liabilities:
Accounts receivable 613,782 614,113
Prepaid expenses and other current assets (46,342) (90,046)
Other assets (4,305) 16,891
Accounts payable (236,762) (312,769)
Accrued expenses and other current liabilities 26,957 (129,860)
Deferred revenue 458,717 711,327
------------------ --------------------
Total adjustments 2,498,777 2,252,766
------------------ --------------------
Net cash provided by operating activities 2,643,681 2,329,068
CASH FLOWS FROM INVESTING ACTIVITIES
PASSUR(R) Network, net (422,392) (200,928)
Software development costs, net (791,093) (829,702)
Property and equipment, net (212,233) (324,502)
------------------ --------------------
Net cash used in investing activities (1,425,718) (1,355,132)
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CASH FLOWS FROM FINANCING ACTIVITIES
Surrender of shares to pay withholding taxes (180,026) (180,904)
Proceeds from the exercise of stock options 31,500 5,343
Repayments of note payable - related party (500,000) --
------------------ --------------------
Net cash used in financing activities (648,526) (175,561)
================== ====================
Increase in cash 569,437 798,375
Cash - beginning of period 454,650 261,053
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Cash - end of period $ 1,024,087 $ 1,059,428
================== ====================
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for:
Interest - related party $ 122,049 $ 143,741
Income taxes $ 4,963 $ 65,762
See accompanying notes to consolidated financial statements.
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PASSUR Aerospace, Inc. and Subsidiary
Notes to Consolidated Financial Statements
April 30, 2014
(Unaudited)
PASSUR Aerospace, Inc. ("PASSUR(R)" or the "Company") is a leading aviation business intelligence company that provides predictive analytics and decision-support technology for the aviation industry based on its unique, proprietary technology and real-time accessible databases, supported by a number of leading industry experts, and a proven management team.
PASSUR(R) serves all of the 8 largest North American airlines, more than 60 airport customers, including 22 of the top 30 North American airports, approximately 150 corporate aviation customers, as well as the U.S. government, using a recurring-revenue subscription model.
PASSUR(R)'s products include a suite of web-based solutions that address the aviation industry's most intractable and costly challenges, including underutilization of airspace and airport capacity, delays, cancellations, and diversions, among other inefficiencies. Solutions offered by PASSUR(R) cover the entire flight life cycle, from gate to gate, and result in reductions in overall costs, fuel costs, and emissions, while maximizing revenue opportunities, as well as improving operational efficiency, and enhancing the passenger experience. The Company provides data consolidation, information, decision support, predictive analytics, collaborative solutions, and professional services.
PASSUR(R) owns and operates what the Company believes is the largest private passive commercial air traffic surveillance and passive radar network in the world, with one hundred and seventy-five passive radar locations, powering a unique, proprietary database that is accessible in real time, on demand, for critical and timely decision-making with nationwide coverage to support network-wide systemic deployments. The Company's database contains over 10 years of archived data derived from the network. The Company's network provides a unique flight tracking data source available to the private sector, which is based on independent, non-U.S. government data, while also including all publicly available government feeds as well. The Company's unique data supplements the government feeds and offers faster updates, with flight tracks updated every 1 to 4.6 seconds, enabling better flight tracking and more cost effective decision-making during irregular operations.
Management is addressing the Company's working capital deficiency by aggressively marketing the Company's PASSUR(R) Network Systems information capabilities in its existing product and professional service lines, as well as in new products and professional services, which are continually being developed and deployed. Management believes that expanding its existing suite of software products and professional services, which address the wide array of needs of the aviation industry, through the continued development of new product and service offerings, will continue to lead to increased growth in the Company's customer-base and subscription-based revenues.
If the Company's business plan does not generate sufficient cash flows from operations to meet the Company's operating cash requirements, the Company will attempt to obtain external financing. However, the Company has received a commitment from its significant shareholder and Chairman, G.S. Beckwith Gilbert, dated June 10, 2014, that if the Company, at any time, is unable to meet its obligations through June 10, 2015, G.S. Beckwith Gilbert will provide the necessary continuing financial support to the Company in order for the Company to meet such obligations.
2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
The consolidated financial information contained in this Form 10-Q represents condensed financial data and, therefore, does not include all footnote disclosures required to be included in financial statements prepared in conformity with accounting principles generally accepted in the United States. Such footnote information was included in the Company's annual report on Form 10-K for the year ended October 31, 2013, filed with the Securities and Exchange Commission ("SEC"); the consolidated financial data included herein should be read in conjunction with that report. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (which include only normal recurring adjustments) necessary to present fairly the Company's consolidated financial position at April 30, 2014, and its consolidated results of operations and cash flows for the six months ended April 30, 2014 and 2013.
The results of operations for the interim period stated above are not necessarily indicative of the results of operations to be recorded for the full fiscal year ending October 31, 2014.
Certain financial information in the footnotes has been rounded to the nearest thousand for presentation purposes.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of PASSUR(R) and its wholly-owned subsidiary. All significant inter-company transactions and balances have been eliminated in consolidation.
REVENUE RECOGNITION POLICY
The Company recognizes revenue in accordance with FASB ASC 605-15, ("Revenue
Recognition in Financial Statements") 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 and determinable; and (4) collectability is reasonably
assured.
The Company's revenues are generated by selling: (1) subscription-based, real-time decision and solution information; (2) professional services; and (3) annual maintenance contracts for PASSUR(R) Radar Systems.
Revenues generated from subscription and maintenance agreements are recognized over the term of such executed agreements and/or customer's receipt of such data or services. In accordance with ASC 605-15, we recognize revenue when persuasive evidence of an arrangement exists which is evidenced by a signed agreement, the service has been deployed, as applicable, to the Company's 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 or maintenance revenues invoiced for which services have yet to be rendered, in accordance with ASC 605-15. Revenues generated by professional services are recognized over the term of such executed agreements or as provided.
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.
COST OF REVENUES
Costs associated with subscription and maintenance revenues consist primarily of direct labor, depreciation of PASSUR(R) Network Systems, amortization of capitalized software development costs, communication costs, data feeds, allocated overhead costs, travel and entertainment, and consulting fees. Also included in cost of revenues are costs associated with upgrades to PASSUR(R) Systems necessary to make such systems compatible with new software applications, as well as the ordinary repair and maintenance of existing PASSUR(R) Systems. Additionally, cost of revenues in each reporting period is impacted by: (1) the number of PASSUR(R) Systems added to the Network, which include the cost of production, shipment, and installation of these assets, which are capitalized to the PASSUR(R) Network; and (2) 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.
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. 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, as well as initial set-up fees.
The provision for doubtful accounts was $58,000 and $29,000 as of April 30, 2014 and October 31, 2013, respectively. The Company monitors its outstanding accounts receivable balances and believes the provision is reasonable.
PASSUR(R) NETWORK
The PASSUR(R) Network is comprised of PASSUR(R) Systems, which include the direct and indirect production, shipping, and installation costs incurred for each PASSUR(R) System, which are recorded at cost, net of accumulated depreciation. 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 years. PASSUR(R) Systems which are not installed, raw materials, work-in-process, and finished goods components are carried at cost and no depreciation is recorded.
CAPITALIZED SOFTWARE DEVELOPMENT COSTS
The Company follows the provisions of ASC 350-40, "Internal Use Software." 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 shorter of the estimated useful life of the software or revenues, typically five years. The Company had $1,581,000 of software development projects in development as of April 30, 2014. There are several new software developments projects scheduled to begin in fiscal year 2014.
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.
DEFERRED TAX ASSET
The Company had available a federal net operating loss carry-forward of $9,919,000 for income tax purposes as of April 30, 2014, which will expire in various tax years from fiscal year 2020 through fiscal year 2033. The Company evaluates whether a valuation allowance related to deferred tax assets is required each reporting period. A valuation allowance would be established if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized. As of April 30, 2014, the Company's deferred tax asset was $2,933,000, and it was determined it is more likely than not that the net operating loss carry-forward would be used.
DEFERRED REVENUE
Deferred revenue includes amounts attributable to advances received on customer agreements, which may be billed either annually or quarterly. Revenues from such customer agreements are recognized as income ratably as services are provided.
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 receivables, accrued expenses, and payables 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.
NET INCOME PER SHARE INFORMATION
Basic net income per share is computed based on the weighted average number of shares outstanding. Diluted net income per share gives effect to all diluted potential common shares outstanding and common stock equivalents during the period using the treasury stock method. The Company's 2009 Stock Incentive Plan allows for a cashless exercise. Shares used to calculate net income per share are as follows:
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
APRIL 30, APRIL 30,
2014 2013 2014 2013
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Basic weighted average shares outstanding 7,428,137 7,215,632 7,385,626 7,204,200
Effect of dilutive stock options 281,320 628,646 273,802 638,011
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Diluted weighted average shares outstanding 7,709,457 7,844,278 7,659,428 7,842,211
=============== ============= =============== =============
Weighted average shares which are not included 572,680 588,854 580,197 579,488
in the calculation of diluted net income per
share because their impact is anti-dilutive
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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 $83,000 and $66,000 and $154,000 and $140,000 for the three and six months ended April 30, 2014 and 2013, respectively, and was primarily included in selling, general, and administrative expenses.
3. NOTES PAYABLE - RELATED PARTY
The Company had a note payable to G.S. Beckwith Gilbert, the Company's significant shareholder and Chairman, of $3,865,000 (the "Gilbert Note") as of April 30, 2014. The Gilbert Note bears a maturity date of November 1, 2014, with an annual interest rate of 6%. Interest payments are due by October 31 of each fiscal year. The Company has paid all interest incurred on the Gilbert Note through April 30, 2014. During the first half of fiscal year 2014, the Company made $500,000 in principal payments, bringing the principal amount of the note payable of $4,365,000 as of October 31, 2013 to $3,865,000 as of April 30, 2014.
On June 11, 2014, the Company entered into a Debt Extension Agreement with G.S. Beckwith Gilbert, effective June 11, 2014, pursuant to which the Company and Mr. Gilbert agreed to modify certain terms and conditions of the Gilbert Note. The maturity date of the Gilbert Note was due on November 1, 2014, and the total amount of principle and interest due and owing as of June 11, 2014 was $3,891,934. Pursuant to the Debt Extension Agreement, the Company issued a new note to Mr. Gilbert in the principal amount of $3,864,880 (the "New Gilbert Note") in exchange for the Gilbert Note and the Company agreed to pay the accrued interest under the Gilbert Note as of June 11, 2014, in an amount equal to $27,054, at the time and on the terms set forth in the Gilbert Note. Under the terms of the New Gilbert Note, the maturity date was extended to November 1, 2016 and the annual interest rate remained at 6%. Interest payments under the New Gilbert Note shall be made annually at October 31 of each year.
The Company has received a commitment from G.S. Beckwith Gilbert, dated June 10, 2014, that if the Company, at any time, is unable to meet its obligations through June 10, 2015, 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.
The Company believes that its liquidity is adequate to meet operating and investment requirements through October 31, 2014. During such period the Company does not anticipate borrowing additional funds from G.S. Beckwith Gilbert, although it has received a commitment from G.S. Beckwith Gilbert to do so if the Company requires additional funds.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information provided in this Quarterly Report on Form 10-Q (including, without limitation, "Management's Discussion and Analysis of Financial Condition and Results of Operations", and "Liquidity and Capital Resources", below) contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the Company's future plans, objectives, and expected performance. The words "believe," "may," "will," "could," "should," "would," "anticipate," "estimate," "expect," "project," "intend," "objective," "seek," "strive," "might," "likely result," "build," "grow," "plan," "goal," "expand," "position," or similar words, or the negatives of these words, or similar terminology, identify forward-looking statements. These statements are based on assumptions that the Company believes are reasonable, but are subject to a wide range of risks and uncertainties, and a number of factors could cause the Company's actual results to differ materially from those expressed in the forward-looking statements referred to above. These factors include, without limitation, the risks and uncertainties related to the ability of the Company to sell PASSUR(R) Network Systems information capabilities in its existing product and professional service lines, as well as in new products and professional services (due to potential competitive pressure from other companies or other products), as well as the current uncertainty in the aviation industry due to terrorist events, the continued war on terrorism, changes in fuel costs, airline bankruptcies and consolidations, economic conditions, and other risks detailed in the Company's periodic report filings with the SEC. Other uncertainties which could impact the Company include, without limitation, uncertainties with respect to future changes in governmental regulation and the impact that such changes in regulation will have on the Company's business. Additional uncertainties include, without limitation, uncertainties relating to: (1) the Company's ability to find and maintain the personnel necessary to sell, manufacture, and service its products; (2) its ability to adequately protect its intellectual property; (3) its ability to secure future financing; and (4) its ability to maintain the continued support of its significant shareholder. Readers are cautioned not to place undue reliance on these forward-looking statements, which relate only to events as of the date on which the statements are made and which reflect management's analysis, judgments, belief, or expectation only as of such date. The Company undertakes no obligation to publicly update any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.
DESCRIPTION OF BUSINESS
PASSUR(R) is a leading aviation business intelligence company that provides predictive analytics and decision-support technology for the aviation industry based on its unique, proprietary technology and real-time accessible databases, supported by a number of leading industry experts, and a proven management team.
PASSUR(R) serves all of the 8 largest North American airlines, more than 60 airport customers, including 22 of the top 30 North American airports, approximately 150 corporate aviation customers, as well as the U.S. government, using a recurring-revenue subscription model.
PASSUR(R)'s products include a suite of web-based solutions that address the aviation industry's most intractable and costly challenges, including underutilization of airspace and airport capacity, delays, cancellations, and diversions, among other inefficiencies. Solutions offered by PASSUR(R) cover the entire flight life cycle, from gate to gate, and result in reductions in overall costs, fuel costs, and emissions, while maximizing revenue opportunities, as well as improving operational efficiency, and enhancing the passenger experience. The Company provides data consolidation, information, decision support, predictive analytics, collaborative solutions, and professional services.
PASSUR(R) owns and operates what the Company believes is the largest private passive commercial air traffic surveillance and passive radar network in the world, with one hundred and seventy-five passive radar locations, powering a unique, proprietary database that is accessible in real time, on demand, for critical and timely decision-making with nationwide coverage to support network-wide systemic deployments. The Company's database contains over 10 years of archived data derived from the network. The Company's network provides a unique flight tracking data source available to the private sector, which is based on independent, non-U.S. government data, while also including all publicly available government feeds as well. The Company's unique data supplements the government feeds and offers faster updates, with flight tracks updated every 1 to 4.6 seconds, enabling better flight tracking and more cost effective decision-making during irregular operations.
RESULTS OF OPERATIONS
REVENUES
Management concentrates its efforts on the sale of business intelligence, predictive analytics, and decision support product applications, utilizing data primarily derived from the PASSUR(R) Network. Such efforts include the continued development of new products, professional services, and existing product enhancements.
Revenue increased $152,000, or 6%, and $373,000, or 7% to $2,813,000 and $5,709,000 for the three and six months ended April 30, 2014, as compared to the same periods in fiscal year 2013. New customer subscriptions and existing customer upgrades to the Company's suite of software applications accounted for 74% and 77% of this increase, and new customer engagements for professional services accounted for 26% and 23% of this increase. The Company continues to develop and deploy new software applications and solutions, as well as a wide selection of products which address customers' needs, easily delivered through web-based applications, as well as other new products which include stand-alone professional services.
COST OF REVENUES
Costs associated with subscription and maintenance revenues consist primarily of direct labor, depreciation of PASSUR(R) Network Systems, amortization of capitalized software development costs, communication costs, data feeds, allocated overhead costs, travel and entertainment, and consulting fees. Also included in cost of revenues are costs associated with upgrades to PASSUR(R) Systems necessary to make such systems compatible with new software applications, as well as the ordinary repair and maintenance of existing PASSUR(R) Systems. Additionally, cost of revenues in each reporting period is impacted by: (1) the number of PASSUR(R) System units added to the Network, which include the production, shipment, and installation of these assets, which are capitalized to the PASSUR(R) Network; and (2) capitalized costs associated with software development and data center 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. The Company does not break down its costs by product.
Cost of revenues decreased $186,000, or 13%, and $227,000, or 8% for the three and six months ended April 30, 2014, as compared to the same period in fiscal year 2013, due in part to decreases in communication costs of $28,000 and $132,000, due to the adaptation of a lower cost network infrastructure, as well as a decrease in compensation and related costs of $15,000 and $114,000.
Capitalization of costs increased $127,000 and $109,000, related to the number of PASSUR(R) Systems shipped and installed in the field during the three and six months ended April 30, 2014, and capitalization of manufacturing costs increased $15,000 and $71,000, which partially offset a reduction in capital expenditures at the second data center of $83,000 and $145,000, as compared to the same periods in fiscal year 2013.
When the Company uses its employees to manufacture PASSUR(R) Systems, build capital assets, and ship and install PASSUR(R) Systems in the field, there is a reduction in cost of revenues due to the fact that the labor-related costs for these systems are capitalized, rather than expensed in the period.
In addition, the capitalization of software development costs increased $97,000 for the three months ended April 30, 2014 and decreased $39,000 for the six months ended April 30, 2014, as compared to the same periods in fiscal year 2013. When the Company uses employees for software development, there is a reduction in cost of revenues due to the fact that labor-related costs for software development are capitalized, rather than expensed in the period.
RESEARCH AND DEVELOPMENT
The Company's research and development efforts include activities associated with new product development, as well as the enhancement and improvement of the Company's existing software and information products. Research and development expenses increased $7,000, or 4%, and $25,000, or 8% for the three and six months ended April 30, 2014, as compared to the same period in fiscal year 2013, primarily due to an increase in travel and entertainment expenses.
The Company anticipates that it will continue to invest in research and development to develop, maintain, and support existing and newly developed applications for its customers.
SELLING, GENERAL, AND ADMINISTRATIVE
Selling, general, and administrative expenses increased $268,000, or 28%, and $458,000, or 25% for the three and six months ended April 30, 2014, as compared to the same period in fiscal year 2013, due to an increase in compensation and related costs of $135,000 and $167,000, primarily due to an increase in salaries and headcount, plus increases in travel and entertainment expenses of $55,000 and $124,000, as well as, legal and bad debt expense.
INCOME FROM OPERATIONS
Income from operations increased $64,000, or 41%, and $117,000, or 44%, to $219,000 and $387,000, for the three and six months ended April 30, 2014, as compared to the same periods in fiscal year 2013, largely due to an increase in revenue of $152,000, or 6%, and $373,000, or 7%. This revenue increase was partially offset by an increase in total costs and expenses of $89,000, or 4%, and $256,000, or 5%.
INTEREST EXPENSE - RELATED PARTY
Interest expense - related party decreased $13,000, or 18%, and $22,000, or 15% for the three and six months ended April 30, 2014, as compared to the same periods in fiscal year 2013, due to a reduction in note payable of $900,000 for the twelve months ended April 30, 2014, as compared to the same period in fiscal year 2013.
NET INCOME
The Company had net income of $81,000, or $0.01 per diluted share, and $145,000, or $0.02 per diluted share for the three and six months ended April 30, 2014, as compared to net income of $64,000, or $0.01 per diluted share, and $76,000, or $0.01 per diluted share for the same periods in fiscal year 2013.
LIQUIDITY AND CAPITAL RESOURCES
The Company's current liabilities exceeded current assets by $427,000 as of April 30, 2014. The Company received $990,000 from a customer for subscription services through January 31, 2015. The note payable to a related party, G.S. Beckwith Gilbert, the Company's significant shareholder and Chairman, was $3,865,000 as of April 30, 2014, with a maturity of November 1, 2014 (the "Gilbert Note"). The Company's stockholders' equity was $10,714,000 as of April 30, 2014. The Company had net income of $145,000 for the six months ended April 30, 2014.
On June 11, 2014, the Company entered into a Debt Extension Agreement with G.S. Beckwith Gilbert, effective June 11, 2014, pursuant to which the Company and Mr. Gilbert agreed to modify certain terms and conditions of the Gilbert Note. The maturity date of the Gilbert Note was due on November 1, 2014, and the total amount of principle and interest due and owing as of June 11, 2014 was $3,891,934. Pursuant to the Debt Extension Agreement, the Company issued a new note to Mr. Gilbert in the principal amount of $3,864,880 (the "New Gilbert Note") in exchange for the Gilbert Note and the Company agreed to pay the accrued interest under the Gilbert Note as of June 11, 2014, in an amount equal to $27,054, at the time and on the terms set forth in the Gilbert Note. Under the terms of the New Gilbert Note, the maturity date was extended to November 1, 2016 and the annual interest rate remained at 6%. Interest payments under the New Gilbert Note shall be made annually at October 31 of each year.
Management is addressing the Company's working capital deficiency by aggressively marketing the Company's PASSUR(R) Network Systems information capabilities in its existing product and professional service lines, as well as in new products and professional services, which are continually being developed and deployed. Management believes that expanding its existing suite of software products and professional services, which address the wide array of needs of the aviation industry, through the continued development of new product and service offerings, will continue to lead to increased growth in the Company's customer-base and subscription-based revenues.
If the Company's business plan does not generate sufficient cash flows from operations to meet the Company's operating cash requirements, the Company will attempt to obtain external financing. However, the Company has received a commitment from its significant shareholder and Chairman, G.S. Beckwith Gilbert, dated June 10, 2014, that if the Company, at any time, is unable to meet its obligations through June 10, 2015, 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.
The Company believes that its liquidity is adequate to meet operating and investment requirements through October 31, 2014. During such period the Company does not anticipate borrowing additional funds from G.S. Beckwith Gilbert, although it has received a commitment from G.S. Beckwith Gilbert to do so if the Company requires additional funds.
Net cash provided by operating activities was $2,644,000 for the six months ended April 30, 2014, and consisted of $145,000 of net income, depreciation and amortization of $1,388,000, and stock-based compensation expense of $154,000, with the balance consisting of an increase in operating assets and a decrease in liabilities. Net cash used in investing activities was $1,426,000 for the six months ended April 30, 2014, which was expended for capitalized software development costs, additions to the PASSUR(R) Network, and a redundant server center at an off-site location. Net cash used for financing was $649,000, for the six months ended April 30, 2014, which primarily consisted of a $500,000 repayment of the note payable - related party plus $180,000 for employee's cashless exercise of stock options, which was partially offset by proceeds from the exercise of stock options for $31,000.
The Company is actively addressing the increasing costs associated with supporting the business, and plans to identify and reduce any unnecessary costs as part of its cost reduction initiatives. Additionally, the aviation market has been impacted by budgetary constraints, airline bankruptcies and consolidations, current economic conditions, the continued war on terrorism, and fluctuations in fuel costs. The aviation market is extensively regulated by government agencies, particularly the Federal Aviation Administration and the National Transportation Safety Board, and management anticipates that new regulations relating to air travel may continue to be issued. Substantially all of the Company's revenues are derived from airports, airlines, and organizations that serve, or are served by, the aviation industry. Any new regulations or changes in the economic situation of the aviation industry could have an impact on the future operations of the Company, either positively or negatively.
Interest by potential customers in the information and decision support software products obtained from PASSUR(R) Network Systems and its professional services remains strong. As a result, the Company anticipates an increase in future revenues from its airline and airport business. However, the Company cannot predict if such revenues will materialize. If sales do not increase, losses may occur. The extent of such profits or losses will be dependent on sales volume achieved and Company cost reduction initiatives.
OFF-BALANCE SHEET ARRANGEMENTS
None.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
GENERAL
The Company's discussion and analysis of its financial condition and results of operations are based upon its consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities based upon accounting policies management has implemented. These significant accounting policies are disclosed in Note 1 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2013 and there have been no material changes to such policies since the filing of such Annual Report. These policies and estimates are critical to the Company's business operations and the understanding of its results of operations. The impact and any associated risks related to these policies on the Company's business operations are discussed throughout Management's Discussion and Analysis of Financial Condition and Results of Operations, included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2013, as such policies affect its reported financial results. The actual impact of these factors may differ under different assumptions or conditions.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES.
DISCLOSURE CONTROLS AND PROCEDURES
As of the end of the period covered by this report, management carried out an evaluation, under the supervision, and with the participation of, the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"). The Company's disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission's rules. The Company believes that a control system, no matter how well designed and operated, can provide only reasonable assurance, not absolute assurance, that the objectives of the control system are met. Based on their evaluation as of the end of the period covered by this report, the Company's Chief Executive Officer and Chief Financial Officer have concluded that such controls and procedures were effective at a reasonable assurance level as of April 30, 2014.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) within the fiscal quarter to which this report relates, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION.
On June 10, 2014, the Company's significant shareholder and Chairman confirmed his commitment to provide the necessary continuing financial support to the Company in order for the Company to meet its obligations through June 10, 2015. A copy of the commitment is attached as Exhibit 10.1 to this Form 10-Q and incorporated by reference into this Item 5.
On June 11, 2014, the Company entered into a Debt Extension Agreement with G.S. Beckwith Gilbert, effective June 11, 2014, pursuant to which the Company and Mr. Gilbert agreed to modify certain terms and conditions of the Gilbert Note. The maturity date of the Gilbert Note was due on November 1, 2014, and the total amount of principle and interest due and owing as of June 11, 2014 was $3,891,934. Pursuant to the Debt Extension Agreement, the Company issued a new note to Mr. Gilbert in the principal amount of $3,864,880 (the "New Gilbert Note") in exchange for the Gilbert Note and the Company agreed to pay the accrued interest under the Gilbert Note as of June 11, 2014, in an amount equal to $27,054, at the time and on the terms set forth in the Gilbert Note for the payment of interest. Under the terms of the New Gilbert Note, the maturity date was extended to November 1, 2016 and the annual interest rate remained at 6%. Interest payments under the New Gilbert Note shall be made annually at October 31 of each year. The foregoing descriptions of the Debt Extension Agreement and the New Gilbert Note do not purport to be complete and are qualified in their entirety by reference to such documents, which are attached hereto as Exhibits 10.2 and 10.3 respectively, and incorporated herein by this reference.
ITEM 6. EXHIBITS.
10.1 *Commitment of G.S. Beckwith Gilbert, dated June 10, 2014.
10.2 *Debt Extension Agreement, dated as of June 11, 2014, by and between
PASSUR Aerospace, Inc. and G. S. Beckwith Gilbert.
10.3 *Secured Promissory Note, dated as of June 11, 2014, from PASSUR
Aerospace, Inc., as Borrower, to G. S. Beckwith Gilbert, as Lender.
31.1 *Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or
15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 *Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or
15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 *Certification of Chief Executive Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
32.2 *Certification of Chief Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
101.ins* XBRL Instance
101.xsd* XBRL Schema
101.cal* XBRL Calculation
101.def* XBRL Definition
101.lab* XBRL Label
101.pre* XBRL Presentation
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* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
PASSUR AEROSPACE, INC.
DATED: JUNE 12, 2014 By: /s/ James T. Barry
------------------
James T. Barry
President and Chief
Executive Officer
(Principal Executive Officer)
DATED: JUNE 12, 2014 By: /s/ Jeffrey P. Devaney
----------------------
Jeffrey P. Devaney
Chief Financial Officer,
Treasurer, and Secretary
(Principal Financial and
Accounting Officer)
|
EXHIBIT 10.1
FIELD POINT CAPITAL MANAGEMENT COMPANY
ONE LANDMARK SQUARE, SUITE 1900
STAMFORD, CT 06901
June 10, 2014
PASSUR Aerospace, Inc.
One Landmark Square, Suite 1900
Stamford, CT 06901
As Chairman of the Board as well as the principal shareholder of PASSUR Aerospace, Inc. ("PASSUR Aerospace" or the "Company"), I make the following commitment to the Company with respect to the period from the date of this commitment through June 10, 2015.
Liquidity
I commit that if the Company at any time is unable to meet its obligations through June 10, 2015, that I will provide the necessary continuing financial support to the Company to ensure the Company's ability to operate as a going concern through the period ending June 10, 2015. Such continuing support may take the form of additional loans or advances to PASSUR Aerospace in addition to the deferral of principal and/or interest payments due on outstanding loans to PASSUR Aerospace as referred to above.
These commitments are not conditional and are irrevocable through the period ending June 10, 2015.
I, G.S. Beckwith Gilbert, having the financial wherewithal to enter into this irrevocable commitment, make the above commitments to the Company and its shareholders.
/s/ G.S. Beckwith Gilbert -------------------------- G.S. Beckwith Gilbert President |
Exhibit 10.2
DEBT EXTENSION AGREEMENT
This Agreement is made and entered into as of this 11th day of June 2014, by and between G. S. Beckwith Gilbert, of 35 Vista Drive, Greenwich, Connecticut 06830 ("Lender"), and PASSUR Aerospace, Inc. (formerly MEGADATA CORPORATION), a New York corporation, with a principal place of business at One Landmark Square, Suite 1900, Stamford, CT 06901 ("Borrower" or "PASSUR Aerospace"):
WITNESSETH
WHEREAS, PASSUR Aerospace has issued a promissory note to Lender for value received;
WHEREAS, the total amount due and owing under the promissory note and accrued interest as of June 11, 2014 is $3,891,934 (the "Existing Note"); and
WHEREAS, Lender and PASSUR Aerospace desire to modify certain terms and conditions of the Existing Note as of the date of this Agreement and issue a replacement promissory note (the "Replacement Note") in exchange for the Existing Note and other value received upon the terms and conditions set forth herein (the "Exchange").
NOW, THEREFORE, in consideration of the foregoing and the agreements contained herein, the parties hereby agree as follows:
1. MODIFICATION OF PREVIOUS NOTES:
The Existing Note shall be exchanged for the Replacement Note as set forth herein. Notwithstanding the foregoing, after the effectiveness of the Exchange, PASSUR Aerospace and the Lender agree that PASSUR Aerospace shall pay to Lender all of the accrued interest as of the date hereof under the Existing Note, which is equal to $27,054, at the time and on the terms set forth in the Existing Note for the payment of interest.
2. ISSUANCE AND TERMS OF REPLACEMENT NOTE; THE EXCHANGE:
For value received, on the date hereof, PASSUR Aerospace shall issue the Replacement Note to Lender in the aggregate principal amount of $3,864,880 in exchange for the Existing Note. The Replacement Note will be in the form attached as Exhibit A hereto and will have the following terms:
(a) TERM. The principal amount of the Replacement Note, together with any and all accrued and unpaid interest thereon, shall be paid in full on November 1, 2016.
(b) INTEREST. The Replacement Note or any New Replacement Note shall bear interest on the unpaid principal amount, from the date of issuance until paid in full at maturity. Interest shall be payable at the annual rate of 6.0% from June 11, 2014 to November 1, 2016 payable in cash. Interest payments shall be made annually at October 31 of each year.
(c) PREPAYMENT TERMS. The Replacement Note or any New Replacement Note plus accrued interest may be prepaid in full at anytime without penalty.
(d) SECURITY INTEREST: The security interest previously conveyed to lender shall continue in full force and effect as an integral part of the Replacement Note, as described in section (b) of the Replacement Note.
3. MISCELLANEOUS.
(a) AMENDMENT AND MODIFICATION. This Agreement may be amended, modified and supplemented only by a written instrument signed by all of the parties hereto expressly stating that such instrument is intended to amend, modify or supplement this Agreement.
(b) ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters.
(c) SEVERABILITY. If any provision of this Agreement shall be determined to be invalid or unenforceable under law, such determination shall not affect the validity or enforceability of the remaining provisions of this Agreement.
(d) GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law rules of such state.
(e) COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that both parties need not sign the same counterpart.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year written above.
PASSUR Aerospace, Inc. One Landmark square, Suite 1900 Stamford, CT 06901
By: /s/James T. Barry
-----------------
Name: James T. Barry
Title: President and Chief Executive Officer
By: /s/Jeffrey P. Devaney
------------------
Name: Jeffrey P. Devaney
Title: Chief Financial Officer
|
LENDER
G.S. Beckwith Gilbert
35 Vista Drive
Greenwich, Connecticut 06830
By: /s/G.S. Beckwith Gilbert
------------------------
Name: G.S. Beckwith Gilbert
|
Exhibit 10.3
SECURED PROMISSORY NOTE
$3,864,880 GREENWICH, CONNECTICUT
AS OF June 11, 2014
(a) For value received, PASSUR Aerospace, Inc. (formerly MEGADATA CORPORATION), a New York corporation (hereinafter referred to as "Borrower"), hereby unconditionally PROMISES TO PAY to the order of G.S. Beckwith Gilbert ("Lender"), or his permitted assigns, to an account designated by Lender, in lawful money of the United States of America and in immediately available funds, the principal sum of three million eight hundred sixty four thousand and eight hundred eighty dollars ($3,864,880) together with interest on the unpaid principal amount of this Note. Interest shall be payable at the annual rate of 6.0% from June 11, 2014 to November 1, 2016 payable in cash. Interest payments shall be made annually at October 31 of each year.
The principal amount evidenced hereby will be repaid in full on November 1, 2016. All accrued and unpaid interest hereunder as of November 1, 2016, shall be payable on such date.
Notwithstanding the foregoing, the principal amount of the indebtedness evidenced hereby, together with all accrued interest, shall be immediately due and payable upon written notice to Borrower from Lender upon the happening of any of the following Events of Default:
(a) Any representation or warranty in the Securities Purchase Agreement, dated September 18, 1996, between Borrower and Lender shall be untrue or incorrect in any material respect;
(b) Any of the assets of Borrower shall be attached, seized, levied upon or subjected to a writ or distress warrant, or come within the possession of any receiver, trustee, custodian or assignee for the benefit of creditors of Borrower and shall remain unstayed or undismissed for thirty (30) consecutive days; or any person other than Borrower shall apply for the appointment of a receiver, trustee or custodian for any of the assets of Borrower and shall remain unstayed or undismissed for thirty (30) consecutive days; or Borrower shall have concealed, removed or permitted to be concealed or removed, any part of its property, with the intent to hinder, delay or defraud its creditors or any of them or made or suffered a transfer of any of its property or the incurring of an obligation which may be fraudulent under any bankruptcy, fraudulent conveyance or other similar law;
(c) A case or proceeding shall have been commenced against Borrower in a court having competent jurisdiction seeking a decree or order in respect of Borrower (i) under title 11 of the United States Code, as now constituted or hereafter amended, or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) of Borrower or of any substantial part of its properties, or (iii) ordering the winding-up or liquidation of the affairs of Borrower and such case or proceeding shall remain undismissed or unstayed for thirty (30) consecutive days or such court shall enter a decree or order granting the relief sought in such case or proceeding;
(d) Borrower shall (i) file a petition seeking relief under title 11 of the United States Code, as now constituted or hereafter amended, or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) consent to the institution of proceedings thereunder or to the filing of any such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) of Borrower or of any substantial part of its properties, (iii) fail generally to pay its debts as such debts become due, or (iv) take any corporate action in furtherance of any such action;
(e) Final judgment or judgments (after the expiration of all times to appeal therefrom) for the payment of money in excess of $100,000 in the aggregate shall be rendered against Borrower and the same shall not be vacated, stayed, bonded, paid or discharged for a period of thirty (30) days; or
(f) Any other event shall have occurred which would have a material adverse effect on Borrower or its assets or financial condition in Lender's reasonable judgment and Lender shall have given Borrower at least twenty (20) days notice thereof.
As security for any and all liabilities of the Borrower to Lender, now existing or hereafter arising hereunder, or otherwise, Lender is hereby given a lien upon and a security interest in any and all moneys or other property (i.e., goods and merchandise, as well as any and all documents relative thereto; also, funds, securities, chooses in action and any and all other forms of property whether real, personal or mixed, and any right, title or interest of the Borrower therein or thereto), and/or the proceeds thereof, including (without limitation of the foregoing) that in safekeeping or in which Borrower may have any interest. In the event of the happening of any one or more Events of Default, Lender shall have all of the rights and remedies provided to a secured party by the Uniform Commercial Code in effect in New York State at that time and, in addition thereto, the Borrower further agrees that (1) in the event that notice is necessary, written notice delivered to the Borrower at its principal executive offices ten business days prior to the date of public sale of the property subject to the lien and security interest created herein or prior to the date after which private sale or any other disposition of said property will be made shall constitute reasonable notice, but notice given in any other reasonable manner or at any other reasonable time shall be sufficient, (2) in the event of sale or other disposition of such property, Lender may apply the proceeds of any such sale or disposition to the satisfaction of Lenders reasonable attorneys' fees, legal expenses and other costs and expenses incurred in connection with the retaking, holding, preparing for sale, and selling of the property, and (3) without precluding any other methods of sale, the sale of property shall have been made in a commercially reasonable manner if conducted in conformity with reasonable commercial practices of banks disposing of similar property.
Demand, presentment, protest and notice of nonpayment and protest are hereby waived by Borrower.
This Note has been executed, delivered and accepted in the State of New York and shall be interpreted, governed by, and construed in accordance with, the laws of the State of New York.
PASSUR Aerospace, Inc.
By:/s/Jeffrey P. Devaney
----------------------
Jeffrey P. Devaney
Title: Chief Financial Officer
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EXHIBIT 31.1
CERTIFICATION PURSUANT TO RULE 13a-14(a) or 15d-14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, James T. Barry, certify that:
1. I have reviewed this quarterly report on Form 10-Q of PASSUR Aerospace, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: June 12, 2014
By: /s/ James T. Barry
-------------------
James T. Barry
Chief Executive Officer
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EXHIBIT 31.2
CERTIFICATION PURSUANT TO RULE 13a-14(a) or 15d-14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jeffrey P. Devaney, certify that:
1. I have reviewed this quarterly report on Form 10-Q of PASSUR Aerospace, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: June 12, 2014
By: /s/ Jeffrey P. Devaney
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Jeffrey P. Devaney
Chief Financial Officer
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EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of PASSUR Aerospace, Inc. (the "Company") on Form 10-Q for the fiscal quarter ended April 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, James T. Barry, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
By: /s/ James T. Barry
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James T. Barry
Chief Executive Officer
June 12, 2014
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EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of PASSUR Aerospace, Inc. (the "Company") on Form 10-Q for the fiscal quarter ended April 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Jeffrey P. Devaney, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
By: /s/ Jeffrey P. Devaney
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Jeffrey P. Devaney
Chief Financial Officer
June 12, 2014
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