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 July 31, 2012
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
PASSUR
AEROSPACE, INC.
(Exact
Name of Registrant as Specified in Its Charter)
New York
|
11-2208938
|
(State or Other Jurisdiction of Incorporation or Organization)
|
(I.R.S. Employer
Identification No.)
|
|
|
One Landmark Square, Suite 1900, Stamford, Connecticut
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06901
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(Address of Principal Executive Office)
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(Zip Code)
|
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 (§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 7,193,140 shares of the Registrant’s
common stock with a par value of $0.01 per share outstanding as of September 4, 2012.
INDEX
PASSUR Aerospace, Inc. and Subsidiary
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Page
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PART I. Financial Information
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Item 1.
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Financial Statements
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Consolidated Balance Sheets as of July 31, 2012 (unaudited) and October 31, 2011.
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3
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Consolidated Statements of Income (unaudited)
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4
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Nine months ended July 31, 2012 and 2011.
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Consolidated Statements of Income (unaudited)
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5
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Three months ended July 31, 2012 and 2011.
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Consolidated Statements of Cash Flows (unaudited)
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6
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Nine months ended July 31, 2012 and 2011.
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Notes to Consolidated Financial Statements (unaudited) – July 31, 2012.
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7
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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11
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Item 3.
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Quantitative and Qualitative Disclosures about Market Risk.
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15
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Item 4.
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Controls and Procedures.
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15
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PART II. Other Information
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16
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Item 5.
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Other Information.
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16
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Item 6.
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Exhibits.
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16
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Signatures.
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17
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2
PART I: Financial Information
Item 1. Financial Statements
PASSUR Aerospace, Inc. and Subsidiary
Consolidated Balance Sheets
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July 31,
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October 31,
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2012
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2011
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(Unaudited)
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Assets
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Current assets:
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Cash
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$
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544,343
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$
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299,455
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Accounts receivable, net
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1,006,605
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1,402,521
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Deferred tax asset, current
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509,440
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509,440
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Prepaid expenses and other current assets
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188,989
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321,343
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Total current assets
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2,249,377
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2,532,759
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PASSUR® Network, net
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6,302,555
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6,282,031
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Capitalized software development costs, net
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5,468,355
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4,642,374
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Property, plant and equipment, net
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640,514
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371,330
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Deferred tax asset, non-current
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1,080,779
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1,080,779
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Other assets
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200,913
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208,930
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Total assets
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$
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15,942,493
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$
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15,118,203
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Liabilities and stockholders’ equity
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Current liabilities:
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Accounts payable
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$
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361,450
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$
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828,153
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Accrued expenses and other current liabilities
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798,205
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840,730
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Deferred revenue, current portion
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1,300,790
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1,280,834
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Total current liabilities
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2,460,445
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2,949,717
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Deferred revenue, less current portion
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216,235
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188,739
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Notes payable – related party
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4,814,880
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4,814,880
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7,491,560
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7,953,336
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Commitment and contingencies
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Stockholders’ equity:
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Preferred shares – authorized 5,000,000 shares, par value $.01 per share; none issued or outstanding
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-
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-
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Common shares – authorized 10,000,000 shares, par value $.01 per share; issued and outstanding 7,889,640 in fiscal year 2012 and 7,871,640 in fiscal year 2011
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78,896
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78,716
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Additional paid–in capital
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15,050,386
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14,860,163
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Accumulated deficit
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(5,054,874
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)
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(6,150,537
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)
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10,074,408
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8,788,342
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Treasury stock, at cost, 696,500 shares in fiscal years 2012 and 2011
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(1,623,475
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)
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(1,623,475
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)
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Total stockholders’ equity
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8,450,933
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7,164,867
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Total liabilities and stockholders’ equity
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$
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15,942,493
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$
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15,118,203
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See accompanying notes to consolidated financial statements.
3
PASSUR Aerospace, Inc. and Subsidiary
Consolidated Statements of Income
(Unaudited)
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Nine months ended July 31,
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2012
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2011
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Revenues
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$
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9,942,653
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$
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10,207,901
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Cost and expenses:
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Cost of revenues
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4,583,324
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4,477,047
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Research and development
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357,412
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327,012
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Selling, general, and administrative expenses
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3,670,603
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4,004,265
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8,611,339
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8,808,324
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Income from operations
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1,331,314
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1,399,577
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Interest expense – related party
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219,880
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823,807
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Income before income taxes
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1,111,434
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575,770
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Provision for income taxes
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15,771
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17,128
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Net income
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$
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1,095,663
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$
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558,642
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Net income per common share – basic
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$
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.15
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$
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.10
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Net income per common share – diluted
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$
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.14
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$
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.09
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Weighted average number of common shares outstanding – basic
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7,182,169
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5,463,353
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Weighted average number of common shares outstanding – diluted
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8,011,755
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6,262,776
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See accompanying notes to consolidated financial statements.
4
PASSUR Aerospace, Inc. and Subsidiary
Consolidated Statements of Income
(Unaudited)
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Three months ended July 31,
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2012
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2011
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Revenues
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$
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2,946,865
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$
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3,332,814
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Cost and expenses:
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Cost of revenues
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1,403,923
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1,502,765
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Research and development
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144,080
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175,537
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Selling, general, and administrative expenses
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1,158,739
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1,386,728
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2,706,742
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3,065,030
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Income from operations
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240,123
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267,784
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Interest expense – related party
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73,828
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133,243
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Income before income taxes
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166,295
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134,541
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Provision for income taxes
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10,125
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7,565
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Net income
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$
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156,170
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$
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126,976
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Net income per common share – basic
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$
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.02
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$
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.02
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Net income per common share – diluted
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$
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.02
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$
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.02
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Weighted average number of common shares outstanding – basic
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7,193,140
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6,945,036
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Weighted average number of common shares outstanding – diluted
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8,018,570
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7,782,608
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See accompanying notes to consolidated financial statements.
5
PASSUR Aerospace, Inc. and Subsidiary
Consolidated Statements of Cash Flows
(Unaudited)
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Nine months ended July 31,
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2012
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2011
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Cash flows from operating activities
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Net income
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$
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1,095,663
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$
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558,642
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Adjustments to reconcile net income to net cash provided by operating activities:
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Depreciation and amortization
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1,805,593
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1,566,721
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(Recovery of) provision for doubtful accounts receivable
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(14,967
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)
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55,010
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Stock-based compensation expense
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180,503
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221,700
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Changes in operating assets and liabilities:
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Accounts receivable
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410,883
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555,392
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Prepaid expenses and other current assets
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132,354
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(83,310
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)
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Other assets
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8,017
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30,829
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Accounts payable
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(466,703
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)
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(356,129
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)
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Accrued expenses and other current liabilities
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(42,525
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)
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(30,118
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)
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Deferred revenue
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47,452
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(317,586
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)
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Accrued interest – related party
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-
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(158,854
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)
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Total adjustments
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2,060,607
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1,483,655
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Net cash provided by operating activities
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3,156,270
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|
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2,042,297
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Cash flows from investing activities
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PASSUR® Network
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(1,057,936
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)
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(218,306
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)
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Software development costs
|
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(1,523,468
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)
|
|
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(1,513,657
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)
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Property, plant and equipment
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(339,878
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)
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|
|
(103,847
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)
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Net cash used in investing activities
|
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(2,921,282
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)
|
|
|
(1,835,810
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)
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|
|
|
|
|
|
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Cash flows from financing activities
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|
|
|
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Proceeds from stock issuance
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|
-
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|
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|
4,250,000
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Repayments of notes payable – related party
|
|
-
|
|
|
|
(4,250,000
|
)
|
Private placement expenditures
|
|
-
|
|
|
|
(170,334
|
)
|
Proceeds from exercise of stock options
|
|
9,900
|
|
|
|
37,180
|
|
Net cash provided by (used in) financing activities
|
|
9,900
|
|
|
|
(133,154
|
)
|
|
|
|
|
|
|
|
|
Increase in cash
|
|
244,888
|
|
|
|
73,333
|
|
Cash – beginning of period
|
|
299,455
|
|
|
|
107,069
|
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Cash – end of period
|
$
|
544,343
|
|
|
$
|
180,402
|
|
|
|
|
|
|
|
|
|
Supplemental cash flow information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes payable – related party; settled with stock
|
$
|
-
|
|
|
$
|
5,750,000
|
|
|
|
|
|
|
|
|
|
Cash paid during the period for:
|
|
|
|
|
|
|
|
Interest – related party
|
$
|
219,880
|
|
|
$
|
982,661
|
|
Income taxes
|
$
|
-
|
|
|
$
|
11,449
|
|
See accompanying notes to consolidated financial statements.
6
PASSUR Aerospace, Inc. and Subsidiary
Notes to Consolidated Financial Statements
July 31, 2012
(Unaudited)
1. Nature of Business
PASSUR Aerospace,
Inc. (the “Company”, “PASSUR®”, “we”, or “our”) is a business intelligence
company which develops predictive analytics built on proprietary algorithms and on concurrent integration and simultaneous mining
of multiple databases. The Company offers
vertical expertise in the aviation market – providing data consolidation,
information, decision support, predictive analytics, collaborative solutions, and professional services for aviation operations
worldwide.
The Company’s principal business is to
provide its customers business intelligence and predictive analytics solutions which improve financial performance, enhance operational
efficiency, increase safety and security, and improve the passenger experience. These analytics are derived from the Company’s
PASSUR
®
Proprietary Surveillance Network (the “PASSUR® Network”) of live flight information, updated
from 1 to 4.6 seconds and include decision support software, predictive analytics, and web-delivered collaborative decision solutions,
enhanced by professional services provided by industry experts.
The Company serves most major airlines (including
six of the top eight North American airlines, as well as the top five hub and spoke airlines), approximately sixty airport customers
(including twenty-three of the top thirty North American airports), and more than two-hundred corporate aviation customers, as
well as the U.S. government, including the Federal Aviation Administration and Transportation Security Administration.
The
Company believes its predictive analytics save its customers substantial costs annually by enabling preemptive decision making
and more effective operational planning. The PASSUR® System
simultaneously scans, correlates, and pulls information from the Company’s PASSUR® Network together with multiple additional
government and private databases.
The
PASSUR® Network has one hundred and fifty-five Company-owned PASSUR®
Radar Systems, covering ninety-eight of the top one hundred North American airports. Other PASSUR®s are located in Europe and
Asia. Flight tracks are updated between 1 and 4.6 seconds, thereby providing a system which is user-friendly and useful for decision-making.
The Company delivers these tools primarily
on “web-dashboards” – a single page or screen which aggregates many different sets of information into a simplified
presentation of performance indicators and exception alerts to support quick, informed, and proactive decisions with reduced need
for human processing and calculation. Almost all of the PASSUR® solutions have a live or real-time component, and most also
include alerts, decision support, collaborative components, immediate playback or review, as well as analysis. The PASSUR®
products are protected by multiple patents and patent pending applications.
Management is addressing the Company’s
working capital deficiency by aggressively marketing the Company’s PASSUR® 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. Additionally, 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, and if such external financing is not obtained, the Company
has received an unconditional and irrevocable commitment from its significant shareholder and Chairman to receive the necessary
continuing financial support to meet such obligations through September 5, 2013.
7
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, 2011, 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 July 31, 2012, and its consolidated results of operations and cash flows for the nine months ended July 31, 2012 and 2011.
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, 2012.
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 Aerospace, Inc. and its wholly-owned subsidiary. All significant inter-company transactions and balances
have been eliminated in consolidation.
Revenue Recognition Policy
The Company follows the provisions of FASB
ASC 985-605 (“
Software Revenue Recognition”)
, as amended. ASC 985-605 delineates the accounting practices for
software products, maintenance, support services, and professional services revenue. Under ASC 985-605, the Company recognizes
revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is determinable, and collection of the
resulting receivable is probable. The Company recognizes service and maintenance revenues on a straight-line basis over the service
contract period. Revenues for data subscription services are recognized on a monthly basis upon the execution of an agreement and
the customer’s receipt of the data. The Company performs certain professional services for customers on a subscription basis
that have stand-alone value. Such subscription-based professional services are recognized over the subscription period.
The Company recognizes license fee revenues
on a straight-line basis over the term of the license agreement, which typically does not exceed five years.
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® 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® Network Systems necessary to make such systems compatible
with new software applications, as well as the ordinary repair and maintenance of existing PASSUR® Network Systems. Additionally,
cost of revenues in each reporting period is impacted by: (1) the number of PASSUR® Network units added to the Network, which
include the cost of production, shipment, and installation of these assets, which are capitalized to the PASSUR® 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.
8
Accounts Receivable
The Company uses installment license and/or
maintenance agreements as part of its standard business practice. The Company has a history of successfully collecting all amounts
due under the original payment terms without making concessions. 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. These account
receivable balances include unearned revenue attributable to deferred subscription revenues, deferred maintenance revenues, and
unamortized license fee revenues.
American Airlines parent corporation, AMR Corporation,
filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code on November 29, 2011. In December 2011,
the Company was notified by American Airlines that it will continue operating under the original contract between the Company and
American Airlines, with an immaterial revision.
Accounts receivable balances also include initial
set-up fees billed when the service is performed. Set-up revenues are recognized on a straight-line basis over the estimated life
of the customer relationship period, typically five years.
The provision for doubtful accounts was $79,000
and $94,000 as of July 31, 2012 and October 31, 2011, respectively. The Company monitors its outstanding accounts receivable balances
and believes the provision is reasonable. The pre-petition receivable from American Airlines is less that the provision for doubtful
accounts as of July 31, 2012 and October 31, 2011.
PASSUR® Network
The PASSUR® Network includes PASSUR®
Systems and the related software workstations used for the data derived from PASSUR® Systems, as well as costs pertaining to
raw material, work-in-process, and finished goods components. PASSUR® Network installations include the direct and indirect
production and installation costs incurred for each of the Company-owned PASSUR® Systems. PASSUR® Network assets which
are not installed in the PASSUR® Network are carried at cost and no depreciation is recorded.
Capitalized Software Development Costs
The Company follows the provisions of FASB
ASC 985-20 (SFAS 86, “
Accounting for the Costs of Software to be Sold, Leased, or Otherwise Marketed.
”) Capitalized
software development costs are comprised of costs incurred to develop and significantly enhance software products to be sold or
otherwise marketed. When technological feasibility is established, the Company begins to capitalize development costs, and once
the software product is available for general release to the public, the Company begins to amortize such costs to cost of revenues.
Amortization of capitalized software costs
is provided on a product-by-product basis based on the greater of the ratio of current gross revenues to the total of current and
anticipated future gross revenues or the straight-line method over the estimated economic life of the product beginning at the
point the product becomes available for general release, typically over five years. Costs incurred to improve and support products
after they become available for general release are charged to expense as incurred.
The assessment of recoverability of capitalized
software development costs requires the exercise of judgment by management. In the opinion of management, all such costs capitalized
as of July 31, 2012 are recoverable through anticipated future sales of such applicable products.
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.
9
Deferred Revenue
Deferred revenue includes advances received
on subscription services and/or maintenance agreements, which are derived from the Company’s PASSUR® Network and which
may be prepaid either annually or quarterly, as well as the unamortized portion of one-time payments received for license fees
relating to Company software applications. Revenues from subscription and maintenance services are recognized as income ratably
over the subscription and/or maintenance period that coincides with the respective agreement.
The Company recognizes license fee revenues
on a straight-line basis over the term of the license agreement, which typically does not exceed five years.
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 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 is based on the sum of the weighted average
number of common shares outstanding and common stock equivalents. Shares used to calculate net income per share are as follows:
|
For the three months ended
|
For the nine months ended
|
|
July 31,
|
July 31,
|
|
2012
|
2011
|
2012
|
2011
|
|
|
|
|
|
Basic weighted average shares outstanding
|
7,193,140
|
6,945,036
|
7,182,169
|
5,463,353
|
Effect of dilutive stock options
|
825,430
|
837,572
|
829,586
|
799,423
|
Diluted weighted average shares outstanding
|
8,018,570
|
7,782,608
|
8,011,755
|
6,262,776
|
|
|
|
|
|
Weighted average shares which are not included in the calculation of diluted net income per share because their impact is anti-dilutive
|
|
|
|
|
|
|
|
|
|
Stock options
|
551,070
|
647,928
|
546,914
|
686,077
|
Stock-Based Compensation
The Company follows FASB ASC 718 (SFAS 123R,
“Share-Based Payments”)
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 $73,000 and $181,000, and $81,000 and $222,000,
for the three and nine months ended July 31, 2012 and 2011, respectively, and was primarily included in selling, general, and administrative
expenses.
10
3. Notes Payable – Related Party
The Company had a note payable to G.S. Beckwith
Gilbert, the Company’s significant shareholder and Chairman, of $4,815,000 as of July 31, 2012 and October 31, 2011. The
note payable 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. During fiscal year 2011, the Company paid fiscal year 2011 interest to Mr. Gilbert of $912,000, representing
the entire fiscal year 2011 interest due, thereby meeting the payment requirements of the loan agreement. Total payments for interest
made to Mr. Gilbert in fiscal year 2011 were $1,358,000, including the remaining fiscal year 2010 interest payment. The Company
has paid all interest incurred on the note payable through July 31, 2012.
The Company has received a commitment from
Mr. Gilbert, dated September 5, 2012, that if the Company, at any time, is unable to meet its obligations through September 5,
2013, Mr. 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, 2012. During such period the Company does not anticipate
borrowing additional funds from Mr. Gilbert, although it has received a commitment from Mr. Gilbert to do so if the Company requires
additional funds.
Item 2. Management’s
Discussion and Analysis of Financial Condition and Results of Operations
Forward Looking Statements
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®
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.
11
Description of Business
PASSUR Aerospace, Inc. is a business intelligence
company which develops predictive analytics built on proprietary algorithms and on concurrent integration and simultaneous mining
of multiple databases. The Company offers
vertical expertise in the aviation market – providing data consolidation,
information, decision support, predictive analytics, collaborative solutions, and professional services for aviation operations
worldwide.
The Company’s principal business is to
provide its customers business intelligence and predictive analytics solutions which improve financial performance, enhance operational
efficiency, increase safety and security, and improve the passenger experience. These analytics are derived from the Company’s
PASSUR
®
Proprietary Surveillance Network (the “PASSUR® Network”) of live flight information, updated
from 1 to 4.6 seconds and include decision support software, predictive analytics, and web-delivered collaborative decision solutions,
enhanced by professional services provided by industry experts.
The Company serves most major airlines (including
six of the top eight North American airlines, as well as the top five hub and spoke airlines), approximately sixty airport customers
(including twenty three of the top thirty North American airports), and more than two hundred corporate aviation customers, as
well as the U.S. government, including the Federal Aviation Administration and Transportation Security Administration.
The
Company believes its predictive analytics save its customers substantial costs annually by enabling preemptive decision making
and more effective operational planning. The PASSUR® System
simultaneously scans, correlates, and pulls information from the Company’s PASSUR® Network together with multiple additional
government and private databases.
The
PASSUR® Network has one hundred and fifty-five Company-owned PASSUR®
Radar Systems, covering ninety-eight of the top one hundred North American airports. Other PASSUR®s are located in Europe and
Asia. Flight tracks are updated between 1 and 4.6 seconds, thereby providing a system which is user-friendly and useful for decision-making.
The Company delivers these tools primarily
on “web-dashboards” – a single page or screen which aggregates many different sets of information into a simplified
presentation of performance indicators and exception alerts to support quick, informed, and proactive decisions with reduced need
for human processing and calculation. Almost all of the PASSUR® solutions have a live or real-time component, and most also
include alerts, decision support, collaborative components, immediate playback or review, as well as analysis. The PASSUR®
products are protected by multiple patents and patent pending applications.
Results of Operations
Revenues
The Company’s business plan is to continue
to focus on increasing subscription-based revenues from its suite of software applications, and to develop new applications and
professional services designed to address the needs of the aviation industry and the U.S. government. Management concentrates its
efforts on the sale of business intelligence, predictive analytics, and decision support product applications, utilizing data primarily
derived from the PASSUR® Network. Such efforts include the continued development of new products, professional services, and
existing product enhancements.
Revenues decreased $386,000, or 12%, and $265,000,
or 3%, to $2,947,000 and $9,943,000, for the three and nine months ended July 31, 2012, respectively, as compared to the same periods
in fiscal year 2011. Customer subscriptions and existing customer upgrades to the Company’s suite of software applications
decreased $118,000 and increased $133,000, and professional services income decreased $268,000 and $398,000, as a result of the
completion of a consulting assignment for the three and nine months ended July 31, 2012, respectively, as compared to the same
periods in fiscal year 2011. 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.
12
Cost of Revenues
Costs associated with subscription and maintenance
revenues consist primarily of direct labor, depreciation of PASSUR® 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® Network Systems necessary to make such systems compatible
with new software applications, as well as the ordinary repair and maintenance of existing PASSUR® Network Systems. Additionally,
cost of revenues in each reporting period is impacted by: (1) the number of PASSUR® Network units added to the Network, which
include the production, shipment, and installation of these assets, which are capitalized to the PASSUR® 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.
Cost of revenues decreased $99,000, or 7%,
for the three months ended July 31, 2012, as compared to the same period in fiscal year 2011, primarily due to a decrease in consulting
expense of $112,000, offset by an increase in communication costs. In addition, when the Company manufactures its PASSUR® Network
Systems, 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, as a component of costs of revenue. For the three months ended July 31, 2012, manufacturing activity occurred,
as compared to no such activity during the same period in fiscal year 2011, resulting in a decrease in cost of revenues of $126,000.
Cost of revenues increased $106,000, or 2%, for the nine months ended July 31, 2012, as compared to the same period in fiscal year
2011, primarily due to increases in communication costs of $382,000 and depreciation and amortization of $240,000, offset by a
decrease in consulting expense, as well as manufacturing activity occurred, as compared to no such activity during the same period
in fiscal year 2011, which resulted in a decrease in cost of revenues of $297,000.
Research and Development
Research and development expenses decreased
$31,000, or 18%, for the three months ended July 31, 2012, as compared to the same period in fiscal year 2011, primarily due to
the transfer of employees previously involved in research and development to another department. Research and development increased
$30,000, or 9%, for the nine months ended July 31, 2012, as a result of an increase in headcount, as compared to the same period
in fiscal year 2011. 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 hardware, software, and information products.
The Company anticipates that it will continue
to invest in research and development to develop new applications for its customers. There were no customer-sponsored research
and development activities during the nine months ended July 31, 2012 or 2011. Research and development expenses are funded by
current operations.
Selling, General, and Administrative
Selling, general, and administrative expenses
decreased $228,000, or 16%, and $334,000, or 8%, for the three and nine months ended July 31, 2012, respectively, as compared
to the same periods in fiscal year 2011, primarily due to decreases in consulting expense and payroll and related costs.
Income from Operations
Revenues decreased $386,000, or 12%, and $265,000, or 3%, to $2,947,000 and $9,943,000, costs and expenses decreased $358,000, or 12%, and $197,000, or 2%, to $2,707,000 and $8,611,000, and income from operations decreased $28,000, or 10%, and $68,000, or 5% to $240,000 and $1,331,000 for the three and nine months ended July 31, 2012, respectively, as compared to the same periods in fiscal year 2011.
13
Interest Expense – Related Party
Interest expense – related party decreased
$59,000, or 45%, and $604,000, or 73%, for the three and nine months ended July 31, 2012, respectively, as compared to the same
periods in fiscal year 2011, due to the transactions in fiscal year 2011 that reduced the Company’s outstanding notes payable
to G.S. Beckwith Gilbert, the Company’s significant shareholder and Chairman, by $10,000,000, as well as the amendment to
the note payable which reduced the annual interest rate from 9% to 6%.
Net Income
The Company had net income of $156,000, or $0.02 per diluted share, and $1,096,000 or $0.14 per diluted share, for the three and nine months ended July 31, 2012, respectively, as compared to net income of $127,000, or $0.02 per diluted share, and $559,000 or $0.09 per diluted share, for the same periods in fiscal year 2011.
Liquidity and Capital Resources
The Company’s current liabilities exceeded current assets by $211,000 at July 31, 2012. The note payable to a related party, G.S. Beckwith Gilbert, the Company’s significant shareholder and Chairman, was $4,815,000 at July 31, 2012, with a maturity of November 1, 2014. The Company’s stockholders’ equity was $8,451,000 at July 31, 2012. The Company had net income of $1,096,000 for the nine months ended July 31, 2012.
Management is addressing the Company’s
working capital deficiency by aggressively marketing the Company’s PASSUR® 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 Mr. Gilbert, dated September 5, 2012, that if
the Company, at any time, is unable to meet its obligations through September 5, 2013, Mr. 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.
Net cash provided by operating activities was $3,156,000 for the nine months ended July 31, 2012, and consisted primarily of $1,971,000 non-cash items, predominantly depreciation and amortization of $1,806,000, as well as $1,096,000 of net income. Net cash used in investing activities was $2,921,000 for the nine months ended July 31, 2012, expended primarily for capitalized software development costs and additions to the PASSUR® Network. Net cash provided by financing activities was $10,000 for the nine months ended July 31, 2012.
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
due to the downturn in the current economy, the continued war on terrorism, and increases in fuel costs. The aviation market is
extensively regulated by government agencies, particularly the FAA 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.
14
Interest by potential customers in the information
and decision support software products obtained from PASSUR® Network Systems and its professional services remains strong.
As a result, the Company anticipates an increase in future revenues. 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.
The Company believes that its liquidity is
adequate to meet operating and investment requirements through October 31, 2012. During such period, the Company does not anticipate
borrowing additional funds from Mr. Gilbert, although it has received a commitment from Mr. Gilbert to do so if the Company requires
additional funds.
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, 2011 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, 2011, where 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 July 31, 2012.
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.
15
PART II.
Other
Information
Item 5. Other Information.
On September 5, 2012, 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 September 5, 2013. A copy of the commitment is attached as Exhibit 10.1 to this
Form 10-Q and incorporated by reference into this Item 5.
Item 6. Exhibits.
10.1
|
Commitment of G.S. Beckwith Gilbert, dated September 5, 2012.
|
|
|
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.
|
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101.ins**
|
XBRL Instance
|
|
|
101.xsd**
|
XBRL Schema
|
|
|
101.cal**
|
XBRL Calculation
|
|
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101.def**
|
XBRL Definition
|
|
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101.lab**
|
XBRL Label
|
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101.pre**
|
XBRL Presentation
|
___________________
* Filed herewith.
** Furnished herewith.
16
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: September 14, 2012
|
By:
|
/s/ James T. Barry
|
|
|
James T. Barry
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
Dated: September 14, 2012
|
By:
|
/s/ Jeffrey P. Devaney
|
|
|
Jeffrey P. Devaney
|
|
|
Chief Financial Officer, Treasurer, and Secretary
|
|
|
(Principal Financial and Accounting Officer)
|
17
PASSUR Aerospace (CE) (USOTC:PSSR)
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De May 2024 a Jun 2024
PASSUR Aerospace (CE) (USOTC:PSSR)
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De Jun 2023 a Jun 2024