Attached files

file filename
EX-32.2 - PASSUR Aerospace, Inc.exh32-2.txt
EX-31.1 - PASSUR Aerospace, Inc.exh31-1.txt
EX-32.1 - PASSUR Aerospace, Inc.exh32-1.txt
EX-31.2 - PASSUR Aerospace, Inc.exh31-2.txt
EXCEL - IDEA: XBRL DOCUMENT - PASSUR Aerospace, Inc.Financial_Report.xls


                                 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 JANUARY 31, 2015

                                       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            (I.R.S. Employer Identification No.)
Incorporation or Organization)

One Landmark Square, Suite 1900, Stamford, Connecticut          06901
------------------------------------------------------        ----------
       (Address of Principal Executive Office)                (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 (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 7,672,026 shares of the Registrant's common stock with a par value of
$0.01 per share outstanding as of March 3, 2015.


INDEX PASSUR Aerospace, Inc. and Subsidiary PAGE PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets as of January 31, 2015 (unaudited) and October 31, 2014. 3 Consolidated Statements of Income (unaudited) Three months ended January 31, 2015 and 2014. 4 Consolidated Statements of Cash Flows (unaudited) Three months ended January 31, 2015 and 2014. 5 Notes to Consolidated Financial Statements (unaudited) 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. 11 Item 3. Quantitative and Qualitative Disclosures about Market Risk. 14 Item 4. Controls and Procedures. 14 PART II. OTHER INFORMATION 15 Item 5. Other Information. 15 Item 6. Exhibits. 15 Signatures. 16 2
PART I: FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS PASSUR Aerospace, Inc. and Subsidiary Consolidated Balance Sheets JANUARY 31, October 31, 2015 2014 ------------- ------------- (UNAUDITED) ASSETS Current assets: Cash $ 216,290 $ 648,727 Accounts receivable, net 1,662,554 1,368,758 Deferred tax asset, current 452,283 537,283 Prepaid expenses and other current assets 228,531 164,179 ------------- ------------- Total current assets 2,559,658 2,718,947 PASSUR(R) Network, net 5,708,501 5,428,490 Capitalized software development costs, net 7,020,042 6,844,509 Property and equipment, net 1,319,020 1,323,349 Deferred tax asset, non-current 2,035,088 2,035,088 Other assets 135,772 142,482 ------------- ------------- TOTAL ASSETS $ 18,778,081 $ 18,492,865 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 802,059 $ 650,653 Accrued expenses and other current liabilities 703,432 833,292 Deferred revenue, current portion 2,014,238 1,979,873 Accrued interest - related party 39,937 -- ------------- ------------- Total current liabilities 3,559,666 3,463,818 Deferred revenue, less current portion 75,863 90,679 Notes payable - related party 3,864,880 3,864,880 ------------- ------------- 7,500,409 7,419,377 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 8,368,526 and 8,225,526 at January 31, 2015 and October 31, 2014 83,685 82,255 Additional paid-in capital 15,335,109 15,273,524 Accumulated deficit (2,517,647) (2,658,816) ------------- ------------- 12,901,147 12,696,963 Treasury stock, at cost, 696,500 shares at January 31, 2015 and October 31, 2014 (1,623,475) (1,623,475) ------------- ------------- Total stockholders' equity 11,277,672 11,073,488 ------------- ------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 18,778,081 $ 18,492,865 ============= ============= See accompanying notes to consolidated financial statements. 3
PASSUR Aerospace, Inc. and Subsidiary Consolidated Statements of Income (Unaudited) THREE MONTHS ENDED JANUARY 31, 2015 2014 ------------- ------------- REVENUES $ 2,764,012 $ 2,895,602 COST AND EXPENSES: Cost of revenues 1,114,452 1,475,173 Research and development expenses 182,275 164,863 Selling, general, and administrative expenses 1,181,854 1,087,748 ------------- ------------- 2,478,581 2,727,784 ------------- ------------- INCOME FROM OPERATIONS 285,431 167,818 Interest expense - related party 59,262 64,353 ------------- ------------- Income before income taxes 226,169 103,465 Provision for income taxes 85,000 39,825 ------------- ------------- NET INCOME $ 141,169 $ 63,640 ============= ============= Net income per common share - basic $ .02 $ .01 ============= ============= Net income per common share - diluted $ .02 $ .01 ============= ============= Weighted average number of common shares outstanding - basic 7,654,928 7,344,501 ============= ============= Weighted average number of common shares outstanding - diluted 7,825,820 7,824,700 ============= ============= See accompanying notes to consolidated financial statements. 4
PASSUR Aerospace, Inc. and Subsidiary Consolidated Statements of Cash Flows (Unaudited) THREE MONTHS ENDED JANUARY 31, 2015 2014 ------------ ----------- CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 141,169 $ 63,640 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 710,085 695,156 Provision for deferred taxes 85,000 34,184 Provision for doubtful accounts -- 66,245 Stock-based compensation 28,695 71,149 Changes in operating assets and liabilities: Accounts receivable, net (293,796) 269,520 Prepaid expenses and other current assets (64,352) (31,232) Other assets 6,710 11,778 Accounts payable 151,406 (61,535) Accrued expenses and other current liabilities (129,860) (129,616) Deferred revenue 19,549 (192,242) Accrued interest - related party 39,937 -- ------------ ----------- Total adjustments 553,374 733,407 ------------ ----------- Net cash provided by operating activities 694,543 797,047 CASH FLOWS FROM INVESTING ACTIVITIES PASSUR(R) Network, net (546,163) (139,064) Software development costs, net (520,813) (284,892) Property and equipment, net (94,324) (176,400) ------------ ----------- Net cash used in investing activities (1,161,300) (600,356) ------------ ----------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from the exercise of stock options 34,320 -- Repayments of note payable - related party -- (300,000) ------------ ----------- Net cash provided by (used) in financing activities 34,320 (300,000) ============ =========== Decrease in cash (432,437) (103,309) Cash - beginning of period 648,727 454,650 ------------ ----------- Cash - end of period $ 216,290 $ 351,341 ============ =========== SUPPLEMENTAL CASH FLOW INFORMATION Cash paid during the period for: Interest - related party $ 19,325 $ 64,353 Income taxes $ 9,033 $ 5,641 See accompanying notes to consolidated financial statements. 5
PASSUR Aerospace, Inc. and Subsidiary Notes to Consolidated Financial Statements January 31, 2015 (Unaudited) 1. NATURE OF BUSINESS PASSUR Aerospace, Inc. ("PASSUR(R)" or the "Company") is a business intelligence, predictive analytics, and big data company. Our mission is to connect the world's aviation professionals onto a single platform to improve global air traffic efficiencies. PASSUR(R) has a broad and global customer network. PASSUR(R)'s products are used by all of the top North American airlines, over 125 airlines worldwide, over 60 airports including 73% of the top 30 airports, approximately 200 business aviation organizations, and the US government. Our core business addresses some of aviation's most intractable and costly operational and financial challenges, including underutilization of airspace and airport capacity, delays, cancellations, and diversions. Several studies have put the annual direct costs to the system of such inefficiencies at over $30 billion. 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. We provide airlines and airports the ability to get the most out of today's air traffic management system. As the Federal Aviation Administration ("FAA") brings new capabilities online, we, with our customers, will have the ability to develop additional efficiency solutions. Essentially all commercial companies using the airspace depend on information from the FAA for flight tracking. PASSUR(R) augments and integrates FAA information with data from PASSUR(R)'s independent network (the largest passive commercial radar network in the world), which has over 180 radar locations covering North America from coast to coast. PASSUR(R) provides faster aircraft position updates (from one to 4.6 seconds), and more complete information on aircraft. PASSUR(R)'s sensors receive aircraft and drone signals in Mode A, C, S, and Automatic Dependent Surveillance-Broadcast ("ADS-B"), providing position, altitude, beacon code, and tail number, among other information. PASSUR(R) receives signals from aircraft that, when combined with our historical database of aircraft and airport behavior, including that recorded by our network over the last 10 years, allows us to know more about what has happened historically, and what is happening in real-time. In addition, the historical database, also accessible in real-time, allows us to predict how aircraft, the airspace, and airports are going to perform, and more importantly, how the aircraft, the airspace, and airport should perform. PASSUR(R) offers companies products that are commercially proven, commercially accepted, and with a demonstrated Return on Investment ("ROI") for airlines and airports - providing a critical bridge between the commercial and government opportunities of the FAA's Next Generation Air Transportation System ("NextGen"), the new national airspace system due for implementation across the United States in stages over the next 10 years. NextGen proposes to transform the U.S. air traffic control system from an aging ground-based system to a satellite-based system. 6
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. 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, 2014, 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 as of January 31, 2015, and its consolidated results of operations and cash flows for the three months ended January 31, 2015 and 2014. 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, 2015. 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 its hosted servers, the fee is fixed and determinable, and collection of the resulting receivable is reasonably assured. The Company records revenues pursuant to individual contracts on a month-by-month basis, as outlined by the applicable agreement. In many cases, the Company may invoice respective customers in advance of the specified period, either quarterly or annually, which coincides with the terms of the agreement. In such cases, the Company will defer at the close of each month and/or reporting period, any subscription 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. 7
The individual offerings that are included in arrangements with our customers are identified and priced separately to the customer based upon the stand alone price for each individual element sold in the arrangement irrespective of the combination of products and services which are included in a particular arrangement. As such, the units of accounting are based on each individual element sold, and revenue is allocated to each element based on selling price. Selling price is determined using vendor-specific objective evidence ("VSOE") if available, third-party evidence ("TPE") if VSOE is not available, or best estimate of selling price ("BESP") if neither VSOE or TPE is available. BESP must be determined in a manner that is consistent with that used to determine the price to sell the specific elements on a standalone basis. Our best estimate of selling price is established considering multiple factors including, but not limited to, pricing practices with different classes of customers, geographies and other factors contemplated in negotiating the arrangement with the customer. From time to time, the Company will enter into an agreement with a customer to receive a one-time fee for rights including, but not limited to, the rights to use certain data at an agreed upon location(s) for a specific use and/or for an unlimited number of users. These fees are recognized as revenue ratably over the term of the agreement or expected useful life of such arrangement, whichever is longer, but 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 includes 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. The carrying amount of accounts receivables is reduced by a valuation allowance that reflects our best estimate of the amounts that will not be collected. Net accounts receivable is comprised of the monthly, quarterly, or annually committed amounts due from customers pursuant to the terms of each respective customer's agreement. Account receivable balances include amounts attributable to deferred revenues. The provision for doubtful accounts was $30,000 as of January 31, 2015 and October 31, 2014. In addition to reviewing delinquent accounts receivable, the Company considers many factors in estimating our reserve, including historical data, experience, customer types, credit worthiness and economic trends. The Company monitors its outstanding accounts receivable balances and believes the provision is 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 $1,944,000 of software development projects in development as of January 31, 2015. There are several new software developments projects scheduled to begin in fiscal year 2015. 8
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 useful life. DEFERRED TAX ASSET The Company had available a federal net operating loss carry-forward of $8,943,000 for income tax purposes as of January 31, 2015, which will expire in various tax years from fiscal year 2021 through fiscal year 2034. 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 January 31, 2015, the Company's deferred tax asset was $2,487,000, and it was determined it is more likely than not that the net operating loss carry-forward would be used. At October 31, 2014, the Company had available a federal net operating loss carry-forward of $9,149,000 for income tax purposes, which will expire in various tax years from fiscal year 2021 through fiscal year 2034. 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. 9
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 JANUARY 31, 2015 2014 ----------- ----------- Basic weighted average shares outstanding 7,654,928 7,344,501 Effect of dilutive stock options 170,892 480,199 ----------- ----------- Diluted weighted average shares outstanding 7,825,820 7,824,700 =========== =========== Weighted average shares which are not 632,608 620,801 included in the calculation of diluted net income per share because their impact is anti-dilutive STOCK-BASED COMPENSATION The Company follows FASB ASC 718 "Compensation-Stock Compensation", which requires the 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 $29,000 and $71,000 for the three months ended January 31, 2015 and 2014, 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 January 31, 2015. The Gilbert Note bears a maturity date of November 1, 2016, with an annual interest rate of 6%. Interest payments are due by October 31 of each fiscal year. The Company paid $19,000 of the total amount due of $59,000 in interest incurred on the Gilbert Note through January 31, 2015. The Company believes that its liquidity is adequate to meet operating and investment requirements through January 31, 2016. 10
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(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. 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 Aerospace, Inc. ("PASSUR(R)" or the "Company") is a business intelligence, predictive analytics, and big data company. Our mission is to connect the world's aviation professionals onto a single platform to improve global air traffic efficiencies. PASSUR(R) has a broad and global customer network. PASSUR(R)'s products are used by all of the top North American airlines, over 125 airlines worldwide, over 60 airports including 73% of the top 30 airports, approximately 200 business aviation organizations, and the US government. 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. We provide airlines and airports the ability to get the most out of today's air traffic management system. As the FAA brings new capabilities online, we, with our customers, will have the ability to develop additional efficiency solutions. Essentially all commercial companies using the airspace depend on information from the FAA for flight tracking. PASSUR(R) augments and integrates FAA information with data from PASSUR(R)'s independent network (the largest passive commercial radar network in the world), which has over 180 radar locations covering North America from coast to coast. PASSUR(R) provides faster aircraft position updates (from one to 4.6 seconds), and more complete information on aircraft. PASSUR(R)'s sensors receive aircraft and drone signals in Mode A, C, S, and Automatic Dependent Surveillance-Broadcast ("ADS-B"), providing position, altitude, beacon code, and tail number, among other information. PASSUR(R) receives signals from aircraft that, when combined with our historical database of aircraft and airport behavior, including that recorded by our network over the last 10 years, allows us to know more about what has happened historically, and what is happening in real-time. In addition, the historical database, also accessible in real-time, allows us to predict how aircraft, the airspace, and airports are going to perform, and more importantly, how the aircraft, the airspace, and airport should perform. 11
PASSUR(R) offers companies products that are commercially proven, commercially accepted, and with a demonstrated Return on Investment ("ROI") for airlines and airports - providing a critical bridge between the commercial and government opportunities of the Federal Aviation Administration's ("FAA") Next Generation Air Transportation System ("NextGen"), the new National Airspace System due for implementation across the United States in stages over the next 10 years. NextGen proposes to transform the U.S. air traffic control system from an aging ground-based system to a satellite-based system. 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 decreased $132,000, or 5%, to $2,764,000 for the three months ended January 31, 2015, as compared to the same periods in fiscal year 2014. A reduction in professional services and maintenance revenue accounted for 76% of the decline in revenue. Existing customer subscription software revenue was consistent for the quarter ended January 31, 2015. 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. When the Company uses its employees to manufacture PASSUR(R) Systems, build capital assets, and ship and install PASSUR(R) Systems in the field, or for software development, 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. Cost of revenues decreased $361,000, or 24%, for the three months ended January 31, 2015, as compared to the same period in fiscal year 2014. In the current three month period compared to the same period in the prior year, the reduction in cost of revenues primarily resulted from higher capitalized costs due to (1) an increase in the number of PASSUR(R) Systems manufactured, shipped, and installed in the field of $282,000 and (2) higher capitalized software development costs of $236,000, and was partially offset by lower capitalized data center costs of $56,000 and higher amortization of $39,000, plus an increase in compensation related costs of $70,000. 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 $17,000, or 10%, for the three month ended January 31, 2015, as compared to the same period in fiscal year 2014, primarily due to an increase in salaries plus 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. 12
SELLING, GENERAL, AND ADMINISTRATIVE Selling, general, and administrative expenses increased $94,000, or 9%, for the three months ended January 31, 2015, as compared to the same period in fiscal year 2014. The increase in the current three month period compared to the same period in the prior year was largely due to an increase in compensation and related costs of $69,000 and higher travel and entertainment expense of $11,000. INCOME FROM OPERATIONS Income from operations increased $118,000, or 70%, for the three months ended January 31, 2015, to $285,000, as compared to the same period in fiscal year 2014. This increase was due to lower costs of $250,000, or 9%, offset by a decrease in revenue of $132,000, or 5%, in the period. INTEREST EXPENSE - RELATED PARTY Interest expense - related party decreased $5,000, or 8%, for the three months ended January 31, 2015, as compared to the same period in fiscal year 2014, due to a reduction in note payable - related party of $200,000, compared to January 31, 2014. NET INCOME The Company had net income of $141,000, or $0.02 per diluted share, for the three months ended January 31, 2015, as compared to net income of $64,000, or $0.01 per diluted share, for the same period in fiscal year 2014. LIQUIDITY AND CAPITAL RESOURCES The Company's current assets exceeded current liabilities, excluding deferred revenue by $1,014,000 as of 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 January 31, 2015, with a maturity of November 1, 2016 (the "Gilbert Note"). The Company's stockholders' equity was $11,278,000 as of January 31, 2015. The Company had net income of $141,000 for the three months ended January 31, 2015. 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. The Company believes that its liquidity is adequate to meet operating and investment requirements through January 31, 2016. Net cash provided by operating activities was $695,000 for the three months ended January 31, 2015, and consisted of $141,000 of net income, depreciation and amortization of $710,000, and stock-based compensation expense of $29,000, with the balance offset by a reduction in operating assets and an increase in liabilities. Net cash used in investing activities was $1,161,000 for the three months ended January 31, 2015, which was expended for capitalized software development costs, additions to the PASSUR(R) Network, and additional servers at our redundant server center in Orlando, FL. Net cash provided by financing was $34,000, for the three months ended January 31, 2015, which consisted of the exercise of stock options. 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. 13
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, 2014, 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, 2014, as such policies affect its reported financial results. The actual impact of these factors may differ under different assumptions or conditions. In May 2014, the FASB issued Accounting Standards Update No. 2014-09, "Revenue from Contracts with Customers: Topic 606" (ASU 2014-09), to supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing U.S. GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. We are currently evaluating the impact of our pending adoption of ASU 2014-09 on our consolidated financial statements. 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 January 31, 2015. 14
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. None. ITEM 6. EXHIBITS. 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 ------------------- * Filed herewith. 15
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: MARCH 13, 2015 By: /s/ James T. Barry ------------------ James T. Barry President and Chief Executive Officer (Principal Executive Officer) DATED: MARCH 13, 2015 By: /s/ Jeffrey P. Devaney ---------------------- Jeffrey P. Devaney Chief Financial Officer, Treasurer, and Secretary (Principal Financial and Accounting Officer) 1