New York
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11-2208938
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(State or Other Jurisdiction of Incorporation or Organization)
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(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)
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Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ] (Do not check if a smaller reporting company)
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Smaller reporting company [X]
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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 | |
Consolidated Balance Sheets as of July 31, 2017 (unaudited) and October 31, 2016.
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3
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Consolidated Statements of Operations (unaudited) Three months ended July 31, 2017 and 2016
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4
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Consolidated Statements of Operations (unaudited) Nine months ended July 31, 2017 and 2016.
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5
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Consolidated Statements of Cash Flows (unaudited) Nine months ended July 31, 2017 and 2016
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6
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Notes to Consolidated Financial Statements (unaudited)
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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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13
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Item 3.
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Quantitative and Qualitative Disclosures about Market Risk.
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18
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Item 4.
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Controls and Procedures. | 18 |
PART II. Other Information
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19
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Item 1.
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Legal Proceedings.
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19
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Item 5.
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Other Information.
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19
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Item 6.
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Exhibits.
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19 |
Signatures.
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20
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July 31,
2017
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October 31,
2016
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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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813,192
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$
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1,523,655
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||||
Accounts receivable, net
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603,458
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1,073,498
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||||||
Deferred tax assets, current
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418,889
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418,889
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||||||
Prepaid expenses and other current assets
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364,281
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217,410
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||||||
Total current assets
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2,199,820
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3,233,452
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||||||
PASSUR Network, net
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6,169,478
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5,739,753
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||||||
Capitalized software development costs, net
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8,957,601
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8,263,533
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||||||
Property and equipment, net
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1,004,926
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1,187,158
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||||||
Deferred tax assets, non-current
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1,271,900
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1,250,833
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||||||
Other assets
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186,046
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208,755
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||||||
Total assets
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$
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19,789,771
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$
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19,883,484
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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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612,376
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$
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356,387
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||||
Accrued expenses and other current liabilities
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852,372
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936,272
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||||||
Deferred revenue, current portion
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3,274,064
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3,140,292
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||||||
Total current liabilities
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4,738,812
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4,432,951
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||||||
Deferred revenue, long term portion
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489,746
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423,346
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||||||
Note payable - related party
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2,700,000
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2,700,000
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||||||
Total liabilities
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7,928,558
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7,556,297
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||||||
Commitments and contingencies
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||||||||
Stockholders' equity:
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||||||||
Preferred shares - authorized 5,000,000 shares, par value $0.01 per share; none issued or outstanding
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-
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-
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||||||
Common shares - authorized 20,000,000 and 10,000,000 shares, respectively, par value $0.01 per share; issued 8,480,526 and 8,465,526 at July 31, 2017 and October 31, 2016
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84,804
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84,654
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||||||
Additional paid-in capital
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16,529,015
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16,082,865
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||||||
Accumulated deficit
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(2,818,928
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)
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(1,944,904
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)
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||||
13,794,891
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14,222,615
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|||||||
Treasury stock, at cost, 784,435 and 775,327 shares at July 31, 2017 and October 31, 2016
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(1,933,678
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)
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(1,895,428
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)
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||||
Total stockholders' equity
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11,861,213
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12,327,187
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||||||
Total liabilities and stockholders' equity
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$
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19,789,771
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$
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19,883,484
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Three Months Ended
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||||||||
July 31,
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||||||||
2017
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2016
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|||||||
Revenues
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$
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3,331,898
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$
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3,827,108
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||||
Cost of expenses:
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||||||||
Cost of revenues
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1,489,703
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1,647,033
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||||||
Research and development expenses
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186,352
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231,742
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||||||
Selling, general, and administrative expenses
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2,107,303
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1,585,989
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||||||
3,783,358
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3,464,764
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|||||||
(Loss)/Income from operations
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$
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(451,460
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)
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$
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362,344
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|||
Interest expense - related party
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41,400
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44,367
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||||||
Other Loss
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-
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-
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||||||
(Loss)/Income before income taxes
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(492,860
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)
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317,977
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|||||
Provision for income taxes
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86,500
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136,677
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||||||
Net (loss)/income
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$
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(579,360
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)
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$
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181,300
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|||
Net (loss)/income per common share - basic
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$
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(0.08
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)
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$
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0.02
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|||
Net (loss)/income per common share - diluted
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$
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(0.08
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)
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$
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0.02
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|||
Weighted average number of common shares outstanding - basic
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7,696,091
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7,690,199
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||||||
Weighted average number of common shares outstanding - diluted
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7,696,091
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7,751,483
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Nine Months Ended
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||||||||
July 31,
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||||||||
2017
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2016
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|||||||
Revenues
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$
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10,371,235
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$
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11,071,991
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||||
Cost of expenses:
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||||||||
Cost of revenues
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4,713,839
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4,779,657
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||||||
Research and development expenses
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600,205
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641,255
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||||||
Selling, general, and administrative expenses
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5,814,285
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4,946,624
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||||||
11,128,329
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10,367,536
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|||||||
(Loss)/Income from operations
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$
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(757,094
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)
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$
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704,455
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|||
Interest expense - related party
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122,850
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141,933
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||||||
Other Loss
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5,221
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-
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||||||
(Loss)/Income before income taxes
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(885,165
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)
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562,522
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(Benefit) provision for income taxes
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(11,141
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)
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234,512
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|||||
Net (loss)/income
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$
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(874,024
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)
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$
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328,010
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|||
Net (loss)/income per common share - basic
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$
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(0.11
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)
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$
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0.04
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|||
Net (loss)/income per common share - diluted
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$
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(0.11
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)
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$
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0.04
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|||
Weighted average number of common shares outstanding - basic
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7,693,069
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7,676,170
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||||||
Weighted average number of common shares outstanding - diluted
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7,693,069
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7,725,333
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Nine Months Ended
July 31,
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||||||||
2017
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2016
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|||||||
Cash flows from operating activities
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||||||||
Net (loss)/income
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$
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(874,024
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)
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$
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328,010
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|||
Adjustments to reconcile net (loss)/income to net cash provided by operating activities:
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||||||||
Depreciation and amortization
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2,519,500
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2,469,268
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||||||
Provision for deferred taxes
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(21,067
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)
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222,882
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|||||
Provision for doubtful accounts
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161,344
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18,236
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||||||
Stock-based compensation
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408,050
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275,077
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||||||
Changes in operating assets and liabilities:
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||||||||
Accounts receivable
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308,696
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31,523
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||||||
Prepaid expenses and other current assets
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(185,974
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)
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(283,158
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)
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||||
Other assets
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22,710
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16,409
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||||||
Accounts payable
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255,989
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(400,463
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)
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|||||
(83,900
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)
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144,837
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||||||
Deferred revenue
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200,171
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1,091,158
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||||||
Total adjustments
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3,585,519
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3,585,769
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||||||
Net cash provided by operating activities
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2,711,495
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3,913,779
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||||||
Cash flows from investing activities
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||||||||
PASSUR Network
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(1,023,608
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)
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(597,894
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)
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||||
Software development costs
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(2,144,555
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)
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(1,898,521
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)
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||||
Property and equipment
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(253,795
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)
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(315,447
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)
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||||
Net cash used in investing activities
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(3,421,958
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)
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(2,811,862
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)
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||||
Cash flows from financing activities
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||||||||
Payment of notes payable-related party
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-
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(800,000
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)
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|||||
Proceeds from exercise of stock options
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-
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18,220
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||||||
Net cash used in financing activities
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-
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(781,780
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)
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|||||
Increase in cash
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(710,463
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)
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320,137
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|||||
Cash - beginning of period
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1,523,655
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925,508
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||||||
Cash - end of period
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$
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813,192
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$
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1,245,645
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Supplemental cash flow information
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||||||||
Cash paid during the period for:
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||||||||
Interest - related party
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$
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122,850
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$
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141,933
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||||
Income taxes
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$
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71,196
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$
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60,799
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||||
Non-cash financing activities - purchase of treasury stock
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$
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38,250
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$
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-
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||||
Non-cash financing activities - proceeds from exercise of stock options
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$
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38,250
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$
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-
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1.
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Nature of Business
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For the
three months ended
July 31,
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For the
nine months ended
July 31,
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|||||||||||||||
2017
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2016
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2017
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2016
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|||||||||||||
Basic Weighted average shares outstanding
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7,696,091
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7,690,199
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7,693,069
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7,676,170
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||||||||||||
Effect of dilutive stock options
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-
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61,284
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-
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49,163
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||||||||||||
Dilted weighted average shares outstanding
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7,696,091
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7,751,483
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7,693,069
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7,725,333
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||||||||||||
Weighted average shares which are not included in the calculation of diluted net income per share because their impact is anti-dilutive. These shares consist of stock options.
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1,454,000
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917,500
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1,454,000
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991,500
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31.1 *
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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.
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31.2 *
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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.
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32.1 *
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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.
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32.2 *
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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*
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XBRL Instance
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101.xsd*
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XBRL Schema
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101.cal*
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XBRL Calculation
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101.def*
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XBRL Definition
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101.lab*
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XBRL Label
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101.pre*
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XBRL Presentation
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Dated: September 11, 2017
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By:
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/s/ James T. Barry
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James T. Barry | ||
President and Chief Executive Officer | ||
(Principal Executive Officer) | ||
Dated: September 11, 2017
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By:
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/s/ Louis J. Petrucelly |
Louis J. Petrucelly | ||
Chief Financial Officer, Treasurer, and Secretary
(Principal Financial and Accounting Officer) |
1.
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I have reviewed this quarterly report on Form 10-Q of PASSUR Aerospace, Inc.;
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2.
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Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
|
b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date: September 11, 2017
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||
By:
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/s/ James T. Barry
|
|
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James T. Barry | |
|
Chief Executive Officer |
1.
|
I have reviewed this quarterly report on Form 10-Q of PASSUR Aerospace, Inc.;
|
2.
|
Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
|
b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date: September 11, 2017
|
||
By:
|
/s/ Louis J. Petrucelly
|
|
Louis J. Petrucelly | ||
Chief Financial Officer |
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By:
|
/s/ James T. Barry
|
|
James T. Barry |
Chief Executive Officer
|
|
September 11, 2017
|
(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By:
|
/s/ Louis J. Petrucelly
|
Louis J. Petrucelly | |
Chief Financial Officer
|
|
September 11, 2017
|
Document and Entity Information - shares |
9 Months Ended | |
---|---|---|
Jul. 31, 2017 |
Sep. 01, 2017 |
|
Document and Entity Information: | ||
Entity Registrant Name | PASSUR AEROSPACE, INC. | |
Document Type | 10-Q | |
Document Period End Date | Jul. 31, 2017 | |
Trading Symbol | pssr | |
Amendment Flag | false | |
Entity Central Index Key | 0000225628 | |
Current Fiscal Year End Date | --10-31 | |
Entity Common Stock, Shares Outstanding | 7,696,091 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2017 | |
Document Fiscal Period Focus | Q3 |
Consolidated Balance Sheets Parenthetical - $ / shares |
Jul. 31, 2017 |
Oct. 31, 2016 |
---|---|---|
Consolidated Balance Sheets Parenthetical | ||
Preferred stock par value | $ 0.01 | $ 0.01 |
Preferred stock shares authorized | 5,000,000 | 5,000,000 |
Preferred stock shares issued | ||
Preferred stock shares outstanding | ||
Common stock par value | $ 0.01 | $ 0.01 |
Common stock shares authorized | 20,000,000 | 10,000,000 |
Common stock shares issued | 8,480,526 | 8,465,526 |
Treasury stock shares | 784,435 | 775,327 |
Consolidated Statements of Operations - USD ($) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Jul. 31, 2017 |
Jul. 31, 2016 |
Jul. 31, 2017 |
Jul. 31, 2016 |
|
Consolidated Statements of Operations | ||||
Revenues | $ 3,331,898 | $ 3,827,108 | $ 10,371,235 | $ 11,071,991 |
Cost of expenses: | ||||
Cost of revenues | 1,489,703 | 1,647,033 | 4,713,839 | 4,779,657 |
Research and development expenses | 186,352 | 231,742 | 600,205 | 641,255 |
Selling, general, and administrative expenses | 2,107,303 | 1,585,989 | 5,814,285 | 4,946,624 |
Total costs and expenses | 3,783,358 | 3,464,764 | 11,128,329 | 10,367,536 |
(Loss)/Income from operations | (451,460) | 362,344 | (757,094) | 704,455 |
Interest expense - related party | 41,400 | 44,367 | 122,850 | 141,933 |
Other Loss | 5,221 | |||
(Loss)/Income before income taxes | (492,860) | 317,977 | (885,165) | 562,522 |
(Benefit) provision for income taxes | 86,500 | 136,677 | (11,141) | 234,512 |
Net (loss)/income | $ (579,360) | $ 181,300 | $ (874,024) | $ 328,010 |
Net (loss)/income per common share - basic | $ (0.08) | $ 0.02 | $ (0.11) | $ 0.04 |
Net (loss)/income per common share - diluted | $ (0.08) | $ 0.02 | $ (0.11) | $ 0.04 |
Weighted average number of common shares outstanding - basic | 7,696,091 | 7,690,199 | 7,693,069 | 7,676,170 |
Weighted average number of common shares outstanding - diluted | 7,696,091 | 7,751,483 | 7,693,069 | 7,725,333 |
1. Nature of Business |
9 Months Ended |
---|---|
Jul. 31, 2017 | |
Notes | |
1. Nature of Business | 1. Nature of Business
PASSUR Aerospace, Inc. (PASSUR or the Company), a New York corporation founded in 1967, is a leading business intelligence company, providing predictive analytics and decision support technology for the aviation industry primarily to improve the operational performance and cash flow of airlines and the airports where they operate. The Company is recognized as a leader in airline and airport operational efficiency and business aviation marketing and operational solutions. PASSUR is a pioneer in the successful use of big data, with an aviation intelligence platform and suite of web-based solutions that address the aviation industrys most intractable and costly challenges, including underutilization of airspace and airport capacity, delays, cancellations, and diversions. The Companys technology platform is supported by its Aviation Intelligence Center of Excellence, a team of subject matter experts with extensive experience in airline, airport, and business aviation operations, finance, air traffic management, systems automation, and data visualization, with specific expertise in the operational and business needs, requirements, objectives, and constraints of the aviation industry.
PASSURs mission is to improve global air traffic efficiencies by connecting the worlds aviation professionals onto a single aviation intelligence platform, making PASSUR an essential element in addressing the aviation industries system-wide inefficiencies. We are an aviation intelligence company that makes air travel more predictable, gate-to-gate, by using predictive analytics generated from our own big data to mitigate constraints for airlines and their customers.
PASSURs information solutions are used by the largest five North American airlines, more than 60 airport customers, including 22 of the top 30 North American airports (with PASSUR solutions also used at the remaining eight airports by one or more airline customers), hundreds of corporate aviation customers, and the U.S. government.
PASSUR provides data aggregation and consolidation, information, decision support, predictive analytics, collaborative solutions, and professional services. To enable this unique offering, PASSUR owns and operates the largest commercial passive radar network in the world that updates flight tracks every 1 to 4.6 seconds, powering a proprietary database that is accessible in real-time and delivers timely, accurate information and solutions via PASSURs industry-leading algorithms and business logic included in its products.
Solutions offered by PASSUR help to ensure flight completion, covering the entire flight life cycle, from gate to gate, and result in reductions in overall costs and carbon emissions, while maximizing revenue opportunities, as well as improving operational efficiency and enhancing the passenger experience.
PASSURs commercial solutions give aviation operators the ability to optimize performance in todays air traffic management system, while also achieving Next Generation Air Transportation System (NextGen) objectives.
PASSUR integrates data from multiple sources, including its independent network of over 180 surveillance sensors installed throughout North America creating coast to coast coverage, as well as locations in Europe and Asia; government data; customer data; and data from third party partners. PASSURs sensors receive aircraft and drone signals in Mode A, C, S, and Automatic Dependent Surveillance-Broadcast (ADS-B), providing position, altitude, beacon code, and tail number, among other information. PASSUR receives signals from aircraft that, when combined with its historical database of aircraft and airport behavior, including information recorded by its network over the last 10 years, allows the Company to know more about what has happened historically and what is happening in real-time. In addition, the historical database allows the Company to predict how aircraft, the airspace, and airports are going to perform, and more importantly, how the aircraft, the airspace, and airports should perform. |
2. Basis of Presentation and Significant Accounting Policies |
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2. Basis of Presentation and Significant Accounting Policies | 2. Basis of Presentation and Significant Accounting Policies
The consolidated financial information contained in this quarterly report on Form 10-Q represents interim 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 (GAAP). Such footnote information was included in the Company's Annual Report on Form 10-K for the year ended October 31, 2016, 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 Companys consolidated financial position as of July 31, 2017, and its consolidated results of operations for the three and nine months ended July 31, 2017, and 2016.
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 ended October 31, 2017.
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 and its wholly-owned subsidiary. All significant inter-company transactions and balances have been eliminated in consolidation.
Use of Estimates
The preparation of the financial statements is in conformity with GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Companys significant estimates include those related to revenue recognition, stock-based compensation, software development costs, the PASSUR Network and income taxes. Actual results could differ from those estimates.
Revenue Recognition Policy
The Company recognizes revenue in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 605-15, Revenue Recognition in Financial Statements (ASC 605-15), which requires that four basic criteria must be met before revenues can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured.
The Companys revenues are generated by selling: (1) subscription-based, real-time decision and solution information and (2) professional services.
Revenues generated from subscription agreements are recognized over the term of such executed agreements and/or the customers receipt of such data or services. In accordance with ASC 605-15, the Company recognizes revenue when persuasive evidence of an arrangement exists which is evidenced by a signed agreement, the service has been deployed, as applicable, to its hosted servers, the fee is fixed or determinable, and collection of the resulting receivable is reasonably assured. The Company records revenues pursuant to individual contracts on a month-by-month basis, as outlined by the applicable agreement. In many cases, the Company may invoice respective customers in advance of the specified period, either quarterly or annually, which coincides with the terms of the agreement. In such cases the Company will defer at the close of each month and/or reporting period any subscription revenues invoiced for which services have yet to be rendered, in accordance with ASC 605-15. Revenues generated by professional services are recognized when services are provided.
The individual offerings that are included in arrangements with the Companys customers are identified and priced separately to the customer based upon the relative fair value for each individual element sold in the arrangement irrespective of the combination of products and services which are included in a particular arrangement. As such, the units of accounting are based on each individual element sold, and revenue is allocated to each element based on selling price. Selling price is determined using vendor-specific objective evidence ("VSOE") if available, third-party evidence ("TPE") if VSOE is not available, or best estimate of selling price ("BESP") if neither VSOE or TPE is available. BESP must be determined in a manner that is consistent with that used to determine the price to sell the specific elements on a standalone basis. BESP is established considering multiple factors including, but not limited to, pricing practices with different classes of customers, geographies and other factors contemplated in negotiating the arrangement with the customer. The Company uses either VSOE or BESP.
From time to time, the Company will enter into an agreement with a customer to receive a one-time fee for rights including, but not limited to, the rights to use certain data at an agreed upon location(s) for a specific use and/or for an unlimited number of users, covering installation costs associated with the deployment of additions of the Company owned PASSUR Network, and/or set-up fees associated with new deployments of the Company software solutions. These fees are recognized as revenue ratably over the term of the agreement or relationship period of such arrangement, whichever is longer, but typically over five years.
Deferred revenue is classified on the Companys balance sheet as a liability until such time as revenue from services is properly recognized as revenue in accordance with ASC 605-15 and the corresponding agreement.
Cost of Revenues
Costs associated with subscription and maintenance revenues consist primarily of direct labor, depreciation of PASSUR and Surface Multilateration (SMLAT) 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 and SMLAT Systems necessary to make such systems compatible with new software applications, as well as the ordinary repair and maintenance of existing PASSUR and SMLAT Systems. Additionally, cost of revenues in each reporting period is impacted by: (1) the number of PASSUR and SMLAT Systems added to the PASSUR Network, which includes the cost of production, shipment, and installation of these assets, which are capitalized to the PASSUR Network; and (2) new capitalized costs associated with software development projects. Both of these are referred to as Capitalized Assets and are depreciated and/or amortized over their respective useful lives and charged to cost of revenues.
Income Taxes
The Company calculates its income tax provision during interim reporting periods by applying an estimate of its annual effective tax rate to year-to-date pre-tax income or loss. The Companys provision for income taxes consists of federal and state taxes, as applicable, in amounts necessary to align the Companys year-to-date income tax provision with the annual effective tax rate that it expects to achieve for the full year.
The Companys projected annual effective tax rate of 23.72% (excluding discrete items) is lower than the federal statutory rate of 34% primarily related to nondeductible permanent differences, including stock based compensation for Incentive Stock Options. For the three and nine months ended July 31, 2017, the Company recorded an income tax expense of approximately 86500$87,000 and an income tax benefit of approximately (11141) $11,000, respectively. Included in the Companys provision for income taxes for the nine months ended July 31, 2017, is a discrete tax provision of approximately $198,000 related to the Company adjusting its deferred tax asset relating to net operating losses in various state jurisdictions.
Accounts Receivable
The Company has a history of successfully collecting all amounts due from its customers under the original terms of its subscription agreements without making concessions. The Company records accounts receivables for agreements where amounts due from customers are contractually required and are non-refundable. The carrying amount of accounts receivables is reduced by a valuation allowance that reflects the Companys best estimate of the amounts that will not be collected. Net accounts receivable is comprised of the monthly, quarterly, or annual committed amounts due from customers pursuant to the terms of each respective customers agreement. Account receivable balances include amounts attributable to deferred revenues.
The provision for doubtful accounts was $166,000 and $26,000 as of July 31, 2017, and October 31, 2016, respectively. In addition to reviewing delinquent accounts receivable, the Company considers many factors in estimating its reserve, including historical data, experience, customer types, credit worthiness, and economic trends. The Company monitors its outstanding accounts receivable balances and believes its provision is reasonable.
PASSUR Network
The PASSUR Network is comprised of PASSUR and SMLAT Systems, which include the direct and indirect production, shipping, and installation costs incurred for each PASSUR and SMLAT System, which are recorded at cost, net of accumulated depreciation. The Company capitalized $312,000 and $866,000, of PASSUR Network costs, for the three and nine months ended July 31, 2017, respectively. These amounts exclude $87,000 and $158,000 of inventory purchases related to the PASSUR Network for the three and nine months ended July 31, 2017, respectively. For the three and nine months ended July 31, 2016, the Company capitalized $174,000 and $512,000, of PASSUR Network costs, respectively. These amounts exclude $31,000 and $86,000 of inventory purchases related to the PASSUR Network for the three and nine months ended July 31, 2016, respectively. Depreciation is charged to cost of revenues and is recorded using the straight-line method over the estimated useful life of the asset, which is estimated at five years for SMLAT Systems and seven years for PASSUR Systems. The Company depreciated $176,000 and $594,000, of PASSUR Network costs, for the three and nine months ended July 31, 2017. For the three and nine months ended July 31, 2016, the Company depreciated $249,000 and $701,000 of PASSUR Network costs, respectively.
The net carrying balance of the PASSUR Network as of July 31, 2017, and October 31, 2016, was 6169478$6,169,000 and 5739753$5,740,000, respectively. Included in the net carrying balance as of July 31, 2017, were parts and finished goods for PASSUR and SMLAT Systems totaling $871,000 and $1,612,000, respectively, which have not yet been installed. As of October 31, 2016, $999,900 and $1,767,000 of parts and finished goods for PASSUR and SMLAT systems, respectively, were included in the net carrying balance of the PASSUR Network. PASSUR and SMLAT Systems which are not installed are carried at cost and not depreciated until installed.
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 capitalized $817,000 and 2144555$2,145,000 for the three and nine months ended July 31, 2017, respectively. For the three and nine months ended July 31, 2016, the Company capitalized $579,000 and 1898521$1,899,000, respectively. The Company amortized $476,000 and $1,450,000 of capitalized software development costs for the three and nine months ended July 31, 2017, respectively and $469,000 and $1,360,000 for the three and nine months ended July 31, 2016, respectively. The Company records amortization of the software on a straight-line basis over the estimated useful life of the software, typically over five years within Cost of Revenues.
Long-Lived Assets
The Company reviews long-lived assets for impairment when circumstances indicate the carrying amount of an asset may not be recoverable. Impairment is recognized to the extent the sum of undiscounted estimated future cash flows expected to result from the use of the asset is less than the carrying value. Assets to be disposed of are carried at the lower of their carrying value or fair value, less costs to sell. The Company evaluates the periods of amortization continually in determining whether later events and circumstances warrant revised estimates of useful lives. If estimates are changed, the unamortized costs will be allocated to the increased or decreased number of remaining periods in the assets revised life.
Deferred Tax Asset
As of July 31, 2017, the Company has determined that its net deferred tax assets of approximately 1690789$1,691,000 are realizable on a more-likely-than-not basis. Each reporting period, the Company assesses the realizability of its deferred tax assets to determine if it is more-likely-than-not that some portion, or all, of the deferred tax asset will be realized. The Company considered all available positive and negative evidence including the reversal of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operating results. The ultimate realization of a deferred tax asset is ultimately dependent on sufficient taxable income within the available carryback and/or carryforward periods to utilize the deductible temporary differences. Based on the weight of available evidence including recent financial operating results, the Company determined that a valuation allowance is not required.
As of October 31, 2016, the Company had a federal net operating loss carry-forward of $6,180,000 available for income tax purposes which will expire in various tax years from fiscal year 2022 through fiscal year 2030. Included in the federal net operating loss of $6,180,000 is approximately $1,498,000 in connection with tax deductions for equity compensation that are greater than the compensation recognized for financial reporting purposes. Such amount is not included in the Companys net deferred tax assets.
Deferred Revenue
Deferred revenue includes amounts attributable to advances received or billings related to customer agreements, which are contractually required and are non-refundable, and may be prepaid either annually, quarterly, or monthly. Deferred revenues from such customer agreements are recognized as revenue ratably over the period that coincides with the respective agreement.
The Company recognizes initial set-up fee revenues and associated costs on a straight-line basis over the estimated life of the customer relationship period, typically five years.
Fair Value of Financial Instruments
The recorded amounts of the Companys cash, receivables, accounts payable, and accrued liabilities approximate their fair values principally because of the short-term nature of these items. The fair value of related party debt is not practicable to determine due primarily to the fact that the Companys related party debt is held by its Chairman and significant stockholder, 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 assets, 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 earnings per share is computed similarly to basic earnings per share, except that it reflects the effect of common shares issuable upon exercise of stock options, using the treasury stock method in periods in which they have a dilutive effect. The Companys 2009 Stock Incentive Plan allows for a cashless exercise. Shares used to calculate net income per share are as follows:
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 the 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 $153,000 and $408,000 for the three and nine months ended July 31, 2017, respectively. For the three and nine months ended July 31, 2016, stock-based compensation was $113,000 and $275,000, respectively. Stock-based compensation is primarily included in selling, general, and administrative expenses.
Stockholders Equity
During the second quarter of fiscal year 2017, the Company issued 5,892 shares of common stock, through a cashless exercise of employee stock options. In connection with the cashless exercise, the Company received 9,108 shares of common stock at fair value of $38,250. The shares of common stock the Company received in connection with the cashless exercise, have been included within the Companys Treasury Stock account as of April 30, 2017.
Recent Accounting Pronouncements
In May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers: Topic 606 (ASU 2014-09), to supersede nearly all-existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services, ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The new standard is effective for the annual period beginning after December 15, 2017, including interim reporting periods within that period, which for the Company will be the annual period ending October 31, 2019. Early application as of January 1, 2017, is permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that this new guidance will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its financial reporting.
In November 2015, the FASB issued new guidance which requires an entity to classify deferred tax liabilities and assets, along with any related valuation allowance, as non-current in its consolidated balance sheet. The amendments in this update may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016, which for the Company will be the annual period ending October 31, 2018. Early adoption, including adoption in an interim period, is permitted. The Company has not yet adopted this guidance and currently does not expect the adoption of the new guidance by the Company to have a significant impact on the Company's financial results.
In February 2016, the FASB issued ASU 2016-02, which amends the ASC and creates Topic 842, Leases. Topic 842 will require lessees to recognize lease assets and lease liabilities for those leases classified as operating leases under previous GAAP on the balance sheet. This guidance is effective for annual periods beginning after December 15, 2018, which for the Company will be the annual period ending October 31, 2020, and early adoption is permitted. The Company does not believe this new accounting standard update will have a material impact on its consolidated financial statements.
In March 2016, the FASB issued new guidance on accounting for employee share-based payment awards to simplify the accounting related to several aspects of accounting for share-based payment transactions, including income tax consequences of share-based payment transactions, classification of awards as either equity or liabilities, forfeitures, and classification on the statement of cash flows. The new standard is effective for the annual period beginning after December 15, 2016, including interim reporting periods within that period, which for the Company will be the annual period ending October 31, 2018. Early adoption, including adoption in an interim period, is permitted. The standard requires the use of several transition methods including a modified retrospective transition method, retrospective method, and prospective method. The Company is evaluating the effect that this new guidance will have on its consolidated financial statements and related disclosures.
In May 2017, the FASB issued ASU No 2017-09, CompensationStock Compensation: Topic 718 Scope of Modification Accounting, to clarify when to account for a change in the terms or conditions of a share-based payment award as a modification. Under the new standard, modification is required only if the fair value, the vesting conditions, or the classification of an award as equity or liability changes as a result of the change in terms or conditions. ASU 2017-09 will be effective for the Company beginning November 1, 2018, and will be applied prospectively. Early adoption is permitted. The Company is evaluating the effect that this new guidance will have on its consolidated financial statements and related disclosures. |
3. Notes Payable - Related Party |
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Notes | |
3. Notes Payable - Related Party | 3. Notes Payable Related Party
The Company has a note payable to G.S. Beckwith Gilbert, the Companys Chairman and significant stockholder, of $2,700,000 (the Third Replacement Note) as of July 31, 2017. The Third Replacement Note bears a maturity date of November 1, 2018, with an annual interest rate of 6%. Interest payments are due by October 31 of each fiscal year. The Company has paid all interest incurred on the Third Replacement Note through July 31, 2017, totaling $122,850.
On August 31, 2017, Mr. Gilbert loaned the Company an additional $500,000 to primarily fund the Companys near-term investment strategy to enhance the Companys technology platform, in the form of software development personnel, third-party contractors, and PASSUR Network infrastructure support. As of September 11, 2017, the loan balance totaled $3,200,000. The Company anticipates that Mr. Gilbert may provide additional funding through the remainder of fiscal-year 2017 as part of the Companys near-term investment strategy as discussed above. The notes are secured by the Company's assets.
The Company believes that its liquidity is adequate to meet operating and investment requirements for the next twelve months. |
2. Basis of Presentation and Significant Accounting Policies: Principles of Consolidation (Policies) |
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Principles of Consolidation | Principles of Consolidation
The consolidated financial statements include the accounts of PASSUR and its wholly-owned subsidiary. All significant inter-company transactions and balances have been eliminated in consolidation. |
2. Basis of Presentation and Significant Accounting Policies: Use of Estimates (Policies) |
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Jul. 31, 2017 | |
Policies | |
Use of Estimates | Use of Estimates
The preparation of the financial statements is in conformity with GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Companys significant estimates include those related to revenue recognition, stock-based compensation, software development costs, the PASSUR Network and income taxes. Actual results could differ from those estimates. |
2. Basis of Presentation and Significant Accounting Policies: Revenue Recognition Policy (Policies) |
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Jul. 31, 2017 | |
Policies | |
Revenue Recognition Policy | Revenue Recognition Policy
The Company recognizes revenue in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 605-15, Revenue Recognition in Financial Statements (ASC 605-15), which requires that four basic criteria must be met before revenues can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured.
The Companys revenues are generated by selling: (1) subscription-based, real-time decision and solution information and (2) professional services.
Revenues generated from subscription agreements are recognized over the term of such executed agreements and/or the customers receipt of such data or services. In accordance with ASC 605-15, the Company recognizes revenue when persuasive evidence of an arrangement exists which is evidenced by a signed agreement, the service has been deployed, as applicable, to its hosted servers, the fee is fixed or determinable, and collection of the resulting receivable is reasonably assured. The Company records revenues pursuant to individual contracts on a month-by-month basis, as outlined by the applicable agreement. In many cases, the Company may invoice respective customers in advance of the specified period, either quarterly or annually, which coincides with the terms of the agreement. In such cases the Company will defer at the close of each month and/or reporting period any subscription revenues invoiced for which services have yet to be rendered, in accordance with ASC 605-15. Revenues generated by professional services are recognized when services are provided.
The individual offerings that are included in arrangements with the Companys customers are identified and priced separately to the customer based upon the relative fair value for each individual element sold in the arrangement irrespective of the combination of products and services which are included in a particular arrangement. As such, the units of accounting are based on each individual element sold, and revenue is allocated to each element based on selling price. Selling price is determined using vendor-specific objective evidence ("VSOE") if available, third-party evidence ("TPE") if VSOE is not available, or best estimate of selling price ("BESP") if neither VSOE or TPE is available. BESP must be determined in a manner that is consistent with that used to determine the price to sell the specific elements on a standalone basis. BESP is established considering multiple factors including, but not limited to, pricing practices with different classes of customers, geographies and other factors contemplated in negotiating the arrangement with the customer. The Company uses either VSOE or BESP.
From time to time, the Company will enter into an agreement with a customer to receive a one-time fee for rights including, but not limited to, the rights to use certain data at an agreed upon location(s) for a specific use and/or for an unlimited number of users, covering installation costs associated with the deployment of additions of the Company owned PASSUR Network, and/or set-up fees associated with new deployments of the Company software solutions. These fees are recognized as revenue ratably over the term of the agreement or relationship period of such arrangement, whichever is longer, but typically over five years.
Deferred revenue is classified on the Companys balance sheet as a liability until such time as revenue from services is properly recognized as revenue in accordance with ASC 605-15 and the corresponding agreement. |
2. Basis of Presentation and Significant Accounting Policies: Cost of Revenues (Policies) |
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Cost of Revenues | Cost of Revenues
Costs associated with subscription and maintenance revenues consist primarily of direct labor, depreciation of PASSUR and Surface Multilateration (SMLAT) 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 and SMLAT Systems necessary to make such systems compatible with new software applications, as well as the ordinary repair and maintenance of existing PASSUR and SMLAT Systems. Additionally, cost of revenues in each reporting period is impacted by: (1) the number of PASSUR and SMLAT Systems added to the PASSUR Network, which includes the cost of production, shipment, and installation of these assets, which are capitalized to the PASSUR Network; and (2) new capitalized costs associated with software development projects. Both of these are referred to as Capitalized Assets and are depreciated and/or amortized over their respective useful lives and charged to cost of revenues. |
2. Basis of Presentation and Significant Accounting Policies: Income Taxes (Policies) |
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Jul. 31, 2017 | |
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Income Taxes | Income Taxes
The Company calculates its income tax provision during interim reporting periods by applying an estimate of its annual effective tax rate to year-to-date pre-tax income or loss. The Companys provision for income taxes consists of federal and state taxes, as applicable, in amounts necessary to align the Companys year-to-date income tax provision with the annual effective tax rate that it expects to achieve for the full year.
The Companys projected annual effective tax rate of 23.72% (excluding discrete items) is lower than the federal statutory rate of 34% primarily related to nondeductible permanent differences, including stock based compensation for Incentive Stock Options. For the three and nine months ended July 31, 2017, the Company recorded an income tax expense of approximately 86500$87,000 and an income tax benefit of approximately (11141) $11,000, respectively. Included in the Companys provision for income taxes for the nine months ended July 31, 2017, is a discrete tax provision of approximately $198,000 related to the Company adjusting its deferred tax asset relating to net operating losses in various state jurisdictions. |
2. Basis of Presentation and Significant Accounting Policies: Accounts Receivable (Policies) |
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Policies | |
Accounts Receivable | Accounts Receivable
The Company has a history of successfully collecting all amounts due from its customers under the original terms of its subscription agreements without making concessions. The Company records accounts receivables for agreements where amounts due from customers are contractually required and are non-refundable. The carrying amount of accounts receivables is reduced by a valuation allowance that reflects the Companys best estimate of the amounts that will not be collected. Net accounts receivable is comprised of the monthly, quarterly, or annual committed amounts due from customers pursuant to the terms of each respective customers agreement. Account receivable balances include amounts attributable to deferred revenues.
The provision for doubtful accounts was $166,000 and $26,000 as of July 31, 2017, and October 31, 2016, respectively. In addition to reviewing delinquent accounts receivable, the Company considers many factors in estimating its reserve, including historical data, experience, customer types, credit worthiness, and economic trends. The Company monitors its outstanding accounts receivable balances and believes its provision is reasonable. |
2. Basis of Presentation and Significant Accounting Policies: Passur Network (Policies) |
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Passur Network | PASSUR Network
The PASSUR Network is comprised of PASSUR and SMLAT Systems, which include the direct and indirect production, shipping, and installation costs incurred for each PASSUR and SMLAT System, which are recorded at cost, net of accumulated depreciation. The Company capitalized $312,000 and $866,000, of PASSUR Network costs, for the three and nine months ended July 31, 2017, respectively. These amounts exclude $87,000 and $158,000 of inventory purchases related to the PASSUR Network for the three and nine months ended July 31, 2017, respectively. For the three and nine months ended July 31, 2016, the Company capitalized $174,000 and $512,000, of PASSUR Network costs, respectively. These amounts exclude $31,000 and $86,000 of inventory purchases related to the PASSUR Network for the three and nine months ended July 31, 2016, respectively. Depreciation is charged to cost of revenues and is recorded using the straight-line method over the estimated useful life of the asset, which is estimated at five years for SMLAT Systems and seven years for PASSUR Systems. The Company depreciated $176,000 and $594,000, of PASSUR Network costs, for the three and nine months ended July 31, 2017. For the three and nine months ended July 31, 2016, the Company depreciated $249,000 and $701,000 of PASSUR Network costs, respectively.
The net carrying balance of the PASSUR Network as of July 31, 2017, and October 31, 2016, was 6169478$6,169,000 and 5739753$5,740,000, respectively. Included in the net carrying balance as of July 31, 2017, were parts and finished goods for PASSUR and SMLAT Systems totaling $871,000 and $1,612,000, respectively, which have not yet been installed. As of October 31, 2016, $999,900 and $1,767,000 of parts and finished goods for PASSUR and SMLAT systems, respectively, were included in the net carrying balance of the PASSUR Network. PASSUR and SMLAT Systems which are not installed are carried at cost and not depreciated until installed. |
2. Basis of Presentation and Significant Accounting Policies: Capitalized Software Development Costs (Policies) |
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Jul. 31, 2017 | |
Policies | |
Capitalized Software Development Costs | 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 capitalized $817,000 and 2144555$2,145,000 for the three and nine months ended July 31, 2017, respectively. For the three and nine months ended July 31, 2016, the Company capitalized $579,000 and 1898521$1,899,000, respectively. The Company amortized $476,000 and $1,450,000 of capitalized software development costs for the three and nine months ended July 31, 2017, respectively and $469,000 and $1,360,000 for the three and nine months ended July 31, 2016, respectively. The Company records amortization of the software on a straight-line basis over the estimated useful life of the software, typically over five years within Cost of Revenues. |
2. Basis of Presentation and Significant Accounting Policies: Long-lived Assets (Policies) |
9 Months Ended |
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Jul. 31, 2017 | |
Policies | |
Long-lived Assets | 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 assets revised life. |
2. Basis of Presentation and Significant Accounting Policies: Deferred Tax Asset (Policies) |
9 Months Ended |
---|---|
Jul. 31, 2017 | |
Policies | |
Deferred Tax Asset | Deferred Tax Asset
As of July 31, 2017, the Company has determined that its net deferred tax assets of approximately 1690789$1,691,000 are realizable on a more-likely-than-not basis. Each reporting period, the Company assesses the realizability of its deferred tax assets to determine if it is more-likely-than-not that some portion, or all, of the deferred tax asset will be realized. The Company considered all available positive and negative evidence including the reversal of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operating results. The ultimate realization of a deferred tax asset is ultimately dependent on sufficient taxable income within the available carryback and/or carryforward periods to utilize the deductible temporary differences. Based on the weight of available evidence including recent financial operating results, the Company determined that a valuation allowance is not required.
As of October 31, 2016, the Company had a federal net operating loss carry-forward of $6,180,000 available for income tax purposes which will expire in various tax years from fiscal year 2022 through fiscal year 2030. Included in the federal net operating loss of $6,180,000 is approximately $1,498,000 in connection with tax deductions for equity compensation that are greater than the compensation recognized for financial reporting purposes. Such amount is not included in the Companys net deferred tax assets. |
2. Basis of Presentation and Significant Accounting Policies: Deferred Revenue (Policies) |
9 Months Ended |
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Jul. 31, 2017 | |
Policies | |
Deferred Revenue | Deferred Revenue
Deferred revenue includes amounts attributable to advances received or billings related to customer agreements, which are contractually required and are non-refundable, and may be prepaid either annually, quarterly, or monthly. Deferred revenues from such customer agreements are recognized as revenue ratably over the period that coincides with the respective agreement.
The Company recognizes initial set-up fee revenues and associated costs on a straight-line basis over the estimated life of the customer relationship period, typically five years. |
2. Basis of Presentation and Significant Accounting Policies: Fair Value of Financial Instruments (Policies) |
9 Months Ended |
---|---|
Jul. 31, 2017 | |
Policies | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments
The recorded amounts of the Companys cash, receivables, accounts payable, and accrued liabilities approximate their fair values principally because of the short-term nature of these items. The fair value of related party debt is not practicable to determine due primarily to the fact that the Companys related party debt is held by its Chairman and significant stockholder, 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 assets, their carrying values are reduced to estimated fair value. |
2. Basis of Presentation and Significant Accounting Policies: Net Income Per Share Information (Policies) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jul. 31, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Policies | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net Income Per Share Information | Net Income per Share Information
Basic net income per share is computed based on the weighted average number of shares outstanding. Diluted earnings per share is computed similarly to basic earnings per share, except that it reflects the effect of common shares issuable upon exercise of stock options, using the treasury stock method in periods in which they have a dilutive effect. The Companys 2009 Stock Incentive Plan allows for a cashless exercise. Shares used to calculate net income per share are as follows:
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2. Basis of Presentation and Significant Accounting Policies: Stock-based Compensation (Policies) |
9 Months Ended |
---|---|
Jul. 31, 2017 | |
Policies | |
Stock-based Compensation | 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 the 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 $153,000 and $408,000 for the three and nine months ended July 31, 2017, respectively. For the three and nine months ended July 31, 2016, stock-based compensation was $113,000 and $275,000, respectively. Stock-based compensation is primarily included in selling, general, and administrative expenses. |
2. Basis of Presentation and Significant Accounting Policies: Stockholders' Equity (Policies) |
9 Months Ended |
---|---|
Jul. 31, 2017 | |
Policies | |
Stockholders' Equity | Stockholders Equity
During the second quarter of fiscal year 2017, the Company issued 5,892 shares of common stock, through a cashless exercise of employee stock options. In connection with the cashless exercise, the Company received 9,108 shares of common stock at fair value of $38,250. The shares of common stock the Company received in connection with the cashless exercise, have been included within the Companys Treasury Stock account as of April 30, 2017. |
2. Basis of Presentation and Significant Accounting Policies: Recent Accounting Pronouncements (Policies) |
9 Months Ended |
---|---|
Jul. 31, 2017 | |
Policies | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements
In May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers: Topic 606 (ASU 2014-09), to supersede nearly all-existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services, ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The new standard is effective for the annual period beginning after December 15, 2017, including interim reporting periods within that period, which for the Company will be the annual period ending October 31, 2019. Early application as of January 1, 2017, is permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that this new guidance will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its financial reporting.
In November 2015, the FASB issued new guidance which requires an entity to classify deferred tax liabilities and assets, along with any related valuation allowance, as non-current in its consolidated balance sheet. The amendments in this update may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016, which for the Company will be the annual period ending October 31, 2018. Early adoption, including adoption in an interim period, is permitted. The Company has not yet adopted this guidance and currently does not expect the adoption of the new guidance by the Company to have a significant impact on the Company's financial results.
In February 2016, the FASB issued ASU 2016-02, which amends the ASC and creates Topic 842, Leases. Topic 842 will require lessees to recognize lease assets and lease liabilities for those leases classified as operating leases under previous GAAP on the balance sheet. This guidance is effective for annual periods beginning after December 15, 2018, which for the Company will be the annual period ending October 31, 2020, and early adoption is permitted. The Company does not believe this new accounting standard update will have a material impact on its consolidated financial statements.
In March 2016, the FASB issued new guidance on accounting for employee share-based payment awards to simplify the accounting related to several aspects of accounting for share-based payment transactions, including income tax consequences of share-based payment transactions, classification of awards as either equity or liabilities, forfeitures, and classification on the statement of cash flows. The new standard is effective for the annual period beginning after December 15, 2016, including interim reporting periods within that period, which for the Company will be the annual period ending October 31, 2018. Early adoption, including adoption in an interim period, is permitted. The standard requires the use of several transition methods including a modified retrospective transition method, retrospective method, and prospective method. The Company is evaluating the effect that this new guidance will have on its consolidated financial statements and related disclosures.
In May 2017, the FASB issued ASU No 2017-09, CompensationStock Compensation: Topic 718 Scope of Modification Accounting, to clarify when to account for a change in the terms or conditions of a share-based payment award as a modification. Under the new standard, modification is required only if the fair value, the vesting conditions, or the classification of an award as equity or liability changes as a result of the change in terms or conditions. ASU 2017-09 will be effective for the Company beginning November 1, 2018, and will be applied prospectively. Early adoption is permitted. The Company is evaluating the effect that this new guidance will have on its consolidated financial statements and related disclosures. |
2. Basis of Presentation and Significant Accounting Policies: Net Income Per Share Information: Schedule of Earnings per share basic and diluted (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jul. 31, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Tables/Schedules | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Earnings per share basic and diluted |
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2. Basis of Presentation and Significant Accounting Policies: Income Taxes (Details) - USD ($) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Jul. 31, 2017 |
Jul. 31, 2016 |
Jul. 31, 2017 |
Jul. 31, 2016 |
|
Details | ||||
(Benefit) provision for income taxes | $ 86,500 | $ 136,677 | $ (11,141) | $ 234,512 |
Deferred Tax Assets, Operating Loss Carryforwards, State and Local | $ 198,000 | $ 198,000 |
2. Basis of Presentation and Significant Accounting Policies: Accounts Receivable (Details) - USD ($) |
Jul. 31, 2017 |
Oct. 31, 2016 |
---|---|---|
Details | ||
Allowance for Doubtful Accounts Receivable | $ 166,000 | $ 26,000 |
2. Basis of Presentation and Significant Accounting Policies: Passur Network (Details) - USD ($) |
3 Months Ended | 9 Months Ended | |||
---|---|---|---|---|---|
Jul. 31, 2017 |
Jul. 31, 2016 |
Jul. 31, 2017 |
Jul. 31, 2016 |
Oct. 31, 2016 |
|
Details | |||||
PASSUR Network Costs, Capitalized | $ 312,000 | $ 174,000 | $ 866,000 | $ 512,000 | |
Depreciation of PASSUR Network costs | 176,000 | $ 249,000 | 594,000 | $ 701,000 | |
PASSUR Network, net | $ 6,169,478 | $ 6,169,478 | $ 5,739,753 |
2. Basis of Presentation and Significant Accounting Policies: Capitalized Software Development Costs (Details) - USD ($) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Jul. 31, 2017 |
Jul. 31, 2016 |
Jul. 31, 2017 |
Jul. 31, 2016 |
|
Details | ||||
Software development costs | $ 817,000 | $ 579,000 | $ 2,144,555 | $ 1,898,521 |
Capitalized Computer Software, Amortization | $ 476,000 | $ 469,000 | $ 1,450,000 | $ 1,360,000 |
2. Basis of Presentation and Significant Accounting Policies: Deferred Tax Asset (Details) - USD ($) |
Jul. 31, 2017 |
Oct. 31, 2016 |
---|---|---|
Details | ||
Deferred Tax Assets, Net of Valuation Allowance | $ 1,690,789 | |
Operating Loss Carryforwards | $ 6,180,000 | |
Tax Deductions for Equity Compensation not included in Net Deferred Tax Assets | $ 1,498,000 |
2. Basis of Presentation and Significant Accounting Policies: Net Income Per Share Information: Schedule of Earnings per share basic and diluted (Details) - shares |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Jul. 31, 2017 |
Jul. 31, 2016 |
Jul. 31, 2017 |
Jul. 31, 2016 |
|
Details | ||||
Weighted average number of common shares outstanding - basic | 7,696,091 | 7,690,199 | 7,693,069 | 7,676,170 |
Effect of dilutive stock options | 61,284 | 49,163 | ||
Weighted average number of common shares outstanding - diluted | 7,696,091 | 7,751,483 | 7,693,069 | 7,725,333 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,454,000 | 917,500 | 1,454,000 | 991,500 |
2. Basis of Presentation and Significant Accounting Policies: Stock-based Compensation (Details) - USD ($) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Jul. 31, 2017 |
Jul. 31, 2016 |
Jul. 31, 2017 |
Jul. 31, 2016 |
|
Details | ||||
Share-based Compensation | $ 153,000 | $ 113,000 | $ 408,000 | $ 275,000 |
2. Basis of Presentation and Significant Accounting Policies: Stockholders' Equity (Details) |
3 Months Ended |
---|---|
Apr. 30, 2017
USD ($)
shares
| |
Details | |
Stock Issued During Period, Shares, Employee Stock Ownership Plan | 5,892 |
Treasury Stock, Shares, Acquired | 9,108 |
Stock Issued During Period, Value, Treasury Stock Reissued | $ | $ 38,250 |
3. Notes Payable - Related Party (Details) - USD ($) |
3 Months Ended | 9 Months Ended | |||
---|---|---|---|---|---|
Jul. 31, 2017 |
Jul. 31, 2016 |
Jul. 31, 2017 |
Jul. 31, 2016 |
Oct. 31, 2016 |
|
Details | |||||
Note payable - related party | $ 2,700,000 | $ 2,700,000 | $ 2,700,000 | ||
Interest rate on related party note payable | 6.00% | 6.00% | |||
Interest expense - related party | $ 41,400 | $ 44,367 | $ 122,850 | $ 141,933 |