Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 648K
2: EX-3.1.1 The Company's Amendment No.1 to the Certificate of HTML 46K
Incorporation, Dated as of April 5, 2017.
3: EX-10.16 Debt Extension Agreement, Dated as of February 9, HTML 44K
2018, by and Between Passur Aerospace, Inc., and
G.S. Beckwith Gilbert.
4: EX-10.17 Secure Promissory Note, Dated as of February 9, HTML 41K
2018, From Passur Aerospace, Inc., as Borrower, to
G.S. Beckwith Gilbert, as Lender.
5: EX-10.18 Commitment of G.S. Beckwith Gilbert, Dated HTML 33K
February 12, 2019
6: EX-23.1 Consent of Independent Registered Public HTML 33K
Accounting Firm.
7: EX-31.1 Certification of Chief Executive Officer Pursuant HTML 40K
to Rule 13A-14(A) or 15D-14(A) of the Securities
Exchange Act of 1934, as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
8: EX-31.2 Certification of Chief Financial Officer Pursuant HTML 42K
to Rule 13A-14(A) or 15D-14(A) of the Securities
Exchange Act of 1934, as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
9: EX-32.1 Certification of Chief Executive Officer Pursuant HTML 34K
to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
10: EX-32.2 Certification of Chief Financial Officer Pursuant HTML 33K
to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
17: R1 Document and Entity Information HTML 60K
18: R2 Consolidated Balance Sheets HTML 112K
19: R3 Consolidated Balance Sheets Parenthetical HTML 49K
20: R4 Consolidated Statements of Operations HTML 73K
21: R5 Consolidated Statements of Stockholders' Equity HTML 61K
22: R6 Consolidated Statements of Cash Flows HTML 110K
23: R7 1. Description of Business and Significant HTML 88K
Accounting Policies
24: R8 2. Restatement of Previously Issued Consolidated HTML 224K
Financial Statement
25: R9 3. Property, Plant and Equipment HTML 46K
26: R10 4. Passur Network HTML 45K
27: R11 5. Capitalized Software Development Costs HTML 43K
28: R12 6. Accrued Expenses and Other Current Liabilities HTML 42K
29: R13 7. Notes Payable HTML 41K
30: R14 8. Operating Leases of Lessee Disclosure HTML 43K
31: R15 9. Income Taxes HTML 76K
32: R16 10. Stock-Based Compensation HTML 84K
33: R17 11. Concentration Risk Disclosure HTML 36K
34: R18 1. Description of Business and Significant HTML 39K
Accounting Policies: Nature of Business (Policies)
35: R19 1. Description of Business and Significant HTML 34K
Accounting Policies: Basis of Presentation
(Policies)
36: R20 1. Description of Business and Significant HTML 41K
Accounting Policies: Revenue Recognition Policy
(Policies)
37: R21 1. Description of Business and Significant HTML 34K
Accounting Policies: Use of Estimates (Policies)
38: R22 1. Description of Business and Significant HTML 33K
Accounting Policies: Subsequent Events (Policies)
39: R23 1. Description of Business and Significant HTML 39K
Accounting Policies: Accounts Receivable
(Policies)
40: R24 1. Description of Business and Significant HTML 34K
Accounting Policies: Property, Plant and Equipment
(Policies)
41: R25 1. Description of Business and Significant HTML 35K
Accounting Policies: Capitalized Software
Development Costs (Policies)
42: R26 1. Description of Business and Significant HTML 35K
Accounting Policies: Long-lived Assets (Policies)
43: R27 1. Description of Business and Significant HTML 35K
Accounting Policies: Cost of Revenues (Policies)
44: R28 1. Description of Business and Significant HTML 40K
Accounting Policies: Income Taxes (Policies)
45: R29 1. Description of Business and Significant HTML 34K
Accounting Policies: Research and Development
Costs (Policies)
46: R30 1. Description of Business and Significant HTML 43K
Accounting Policies: Net Income Per Share
Information (Policies)
47: R31 1. Description of Business and Significant HTML 34K
Accounting Policies: Deferred Revenue (Policies)
48: R32 1. Description of Business and Significant HTML 35K
Accounting Policies: Fair Value of Financial
Instruments (Policies)
49: R33 1. Description of Business and Significant HTML 35K
Accounting Policies: Stock-based Compensation
(Policies)
50: R34 1. Description of Business and Significant HTML 33K
Accounting Policies: Comprehensive Income
(Policies)
51: R35 1. Description of Business and Significant HTML 40K
Accounting Policies: Accounting Pronouncements
Issued But Not Yet Adopted (Policies)
52: R36 1. Description of Business and Significant HTML 41K
Accounting Policies: Net Income Per Share
Information: Schedule of earnings per share
calculations (Tables)
53: R37 2. Restatement of Previously Issued Consolidated HTML 213K
Financial Statement: Restatement to Prior Year
Income (Tables)
54: R38 3. Property, Plant and Equipment: Property, Plant HTML 45K
and Equipment (Tables)
55: R39 4. Passur Network: Schedule of Passur Network HTML 41K
(Tables)
56: R40 5. Capitalized Software Development Costs: HTML 40K
Schedule of Capitalized Software Development Costs
(Tables)
57: R41 6. Accrued Expenses and Other Current Liabilities: HTML 41K
Schedule of Accrued Liabilities (Tables)
58: R42 8. Operating Leases of Lessee Disclosure: Schedule HTML 38K
of Future Minimum Rental Payments for Operating
Leases (Tables)
59: R43 9. Income Taxes: Schedule of Income before Income HTML 44K
Tax, Domestic and Foreign (Tables)
60: R44 9. Income Taxes: Schedule of Components of Income HTML 50K
Tax Expense (Benefit) (Tables)
61: R45 9. Income Taxes: Schedule of Deferred Tax Assets HTML 44K
and Liabilities (Tables)
62: R46 10. Stock-Based Compensation: Schedule of HTML 51K
Share-based Compensation, Activity (Tables)
63: R47 10. Stock-Based Compensation: Schedule of HTML 43K
Assumptions Used (Tables)
64: R48 10. Stock-Based Compensation: Schedule of HTML 39K
Share-Based Compensation Expense (Tables)
65: R49 10. Stock-Based Compensation: Schedule of HTML 42K
Stockholders Equity (Tables)
66: R50 1. Description of Business and Significant HTML 33K
Accounting Policies: Accounts Receivable (Details)
67: R51 1. Description of Business and Significant HTML 42K
Accounting Policies: Net Income Per Share
Information: Schedule of earnings per share
calculations (Details)
68: R52 1. Description of Business and Significant HTML 33K
Accounting Policies: Net Income Per Share
Information (Details)
69: R53 1. Description of Business and Significant HTML 33K
Accounting Policies: Stock-based Compensation
(Details)
70: R54 3. Property, Plant and Equipment: Property, Plant HTML 53K
and Equipment (Details)
71: R55 3. Property, Plant and Equipment (Details) HTML 33K
72: R56 4. Passur Network: Schedule of Passur Network HTML 39K
(Details)
73: R57 4. Passur Network (Details) HTML 50K
74: R58 5. Capitalized Software Development Costs: HTML 41K
Schedule of Capitalized Software Development Costs
(Details)
75: R59 5. Capitalized Software Development Costs HTML 48K
(Details)
76: R60 6. Accrued Expenses and Other Current Liabilities: HTML 46K
Schedule of Accrued Liabilities (Details)
77: R61 7. Notes Payable (Details) HTML 38K
78: R62 8. Operating Leases of Lessee Disclosure (Details) HTML 42K
79: R63 8. Operating Leases of Lessee Disclosure: Schedule HTML 44K
of Future Minimum Rental Payments for Operating
Leases (Details)
80: R64 9. Income Taxes: Schedule of Income before Income HTML 46K
Tax, Domestic and Foreign (Details)
81: R65 9. Income Taxes: Schedule of Components of Income HTML 73K
Tax Expense (Benefit) (Details)
82: R66 9. Income Taxes: Schedule of Deferred Tax Assets HTML 55K
and Liabilities (Details)
83: R67 9. Income Taxes (Details) HTML 32K
84: R68 10. Stock-Based Compensation: Schedule of HTML 68K
Share-based Compensation, Activity (Details)
85: R69 10. Stock-Based Compensation (Details) HTML 37K
86: R70 10. Stock-Based Compensation: Schedule of HTML 43K
Assumptions Used (Details)
87: R71 10. Stock-Based Compensation: Schedule of HTML 38K
Share-Based Compensation Expense (Details)
88: R72 11. Concentration Risk Disclosure (Details) HTML 38K
90: XML IDEA XML File -- Filing Summary XML 175K
89: EXCEL IDEA Workbook of Financial Reports XLSX 81K
11: EX-101.INS XBRL Instance -- pssr-20171031 XML 1.19M
13: EX-101.CAL XBRL Calculations -- pssr-20171031_cal XML 94K
14: EX-101.DEF XBRL Definitions -- pssr-20171031_def XML 225K
15: EX-101.LAB XBRL Labels -- pssr-20171031_lab XML 535K
16: EX-101.PRE XBRL Presentations -- pssr-20171031_pre XML 499K
12: EX-101.SCH XBRL Schema -- pssr-20171031 XSD 141K
91: ZIP XBRL Zipped Folder -- 0001096906-18-000090-xbrl Zip 98K
‘EX-10.17’ — Secure Promissory Note, Dated as of February 9, 2018, From Passur Aerospace, Inc., as Borrower, to G.S. Beckwith Gilbert, as Lender.
This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]
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(a)
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For value received, PASSUR Aerospace, Inc. (formerly MEGADATA CORPORATION), a New York corporation (hereinafter referred to as "Borrower"), hereby unconditionally PROMISES TO PAY to the order of G.S. Beckwith Gilbert ("Lender"), or his permitted assigns, to an account designated by Lender, in lawful money of the United States of America and in immediately available funds, the principal sum of four million seven hundred twenty-five thousand dollars ($4,725,000) together with interest on the unpaid principal amount of this Note. Interest shall be payable at the annual rate of 6.0% from February
9, 2018 to November 1, 2019 payable in cash. Interest payments shall be made annually at October 31 of each year.
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The principal amount evidenced hereby will be repaid in full on
November 1, 2019. All accrued and unpaid int
erest
hereunder as of
November 1, 2019, shall be payable on such date.
Notwithstanding the foregoing, the principal amount of the indebtedness evidenced hereby, together with all accrued interest, shall be immediately due and payable upon written notice to Borrower from Lender upon the happening of any of the following Events of Default:
(a) Any representation or warranty in the Securities Purchase Agreement, dated September 18, 1996, between Borrower and Lender shall be untrue or incorrect in any material respect;
(b) Any of the assets of Borrower shall be attached, seized, levied upon or subjected to a writ or distress warrant, or come within the possession of any receiver, trustee, custodian or assignee for the benefit of creditors of Borrower and shall remain unstayed or undismissed for thirty (30) consecutive days; or any person other than Borrower shall apply for the appointment of a receiver, trustee or custodian for any of the assets of Borrower and shall remain unstayed or undismissed for thirty (30) consecutive days; or Borrower shall have concealed, removed or permitted to be concealed or removed, any part of its property, with the intent to hinder, delay or defraud its creditors or any of them or made or suffered a transfer of any of its property or the incurring of an obligation which may
be fraudulent under any bankruptcy, fraudulent conveyance or other similar law;
(c) A case or proceeding shall have been commenced against Borrower in a court having competent jurisdiction seeking a decree or order in respect of Borrower (i) under title 11 of the United States Code, as now constituted or hereafter amended, or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) of Borrower or of any substantial part of its properties, or (iii) ordering the winding‑up or liquidation of the affairs of Borrower and such case or proceeding shall remain undismissed or unstayed for thirty (30) consecutive days or such court shall enter a decree or order granting the relief sought in such case or proceeding;
(d) Borrower shall (i) file a petition seeking relief under title 11 of the United States Code, as now constituted or hereafter amended, or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) consent to the institution of proceedings thereunder or to the filing of any such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) of Borrower or of any substantial part of its properties, (iii) fail generally to pay its debts as such debts become due, or (iv) take any corporate action in furtherance of any such action;
(e) Final judgment or judgments (after the expiration of all times to appeal therefrom) for the payment of money in excess of $100,000 in the aggregate shall be rendered against Borrower and the same shall not be vacated, stayed, bonded, paid or discharged for a period of thirty (30) days; or
(f) Any other event shall have occurred which would have a material adverse effect on Borrower or its assets or financial condition in Lender's reasonable judgment and Lender shall have given Borrower at least twenty (20) days' notice thereof.
As security for any and all liabilities of the Borrower to Lender, now existing or hereafter arising hereunder, or otherwise, Lender is hereby given a lien upon and a security interest in any and all moneys or other property (i.e., goods and merchandise, as well as any and all documents relative thereto; also, funds, securities, chooses in action and any and all other forms of property whether real, personal or mixed, and any right, title or interest of the Borrower therein or thereto), and/or the proceeds thereof, including (without limitation of the foregoing) that in safekeeping or in which Borrower may have any interest. In the event of the happening of any one or more Events of Default, Lender shall have all of the rights and remedies provided to a secured party by the Uniform Commercial Code in effect in New York State at that time and, in addition thereto, the Borrower further agrees that (1) in the event that
notice is necessary, written notice delivered to the Borrower at its principal executive offices ten business days prior to the date of public sale of the property subject to the lien and security interest created herein or prior to the date after which private sale or any other disposition of said property will be made shall constitute reasonable notice, but notice given in any other reasonable manner or at any other reasonable time shall be sufficient, (2) in the event of sale or other disposition of such property, Lender may apply the proceeds of any such sale or disposition to the satisfaction of Lenders reasonable attorneys' fees, legal expenses and other costs and expenses incurred in connection with the retaking, holding, preparing for sale, and selling of the property, and (3) without precluding any other methods of sale, the sale of property shall have been made in a commercially reasonable manner if conducted in conformity with reasonable commercial practices
of banks disposing of similar property.
Demand, presentment, protest and notice of nonpayment and protest are hereby waived by Borrower.
This Note has been executed, delivered and accepted in the State of New York and shall be interpreted, governed by, and construed in accordance with, the laws of the State of New York.
