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-10.16’ — Debt Extension Agreement, Dated as of February 9, 2018, by and Between Passur Aerospace, Inc., and G.S. Beckwith Gilbert.
This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]
This Agreement is made and entered into as of this 9th day of February 2018, by and between G. S. Beckwith Gilbert, of 35 Vista Drive,
Greenwich,
CT 06830 ("
Lender"), and PASSUR Aerospace, Inc. (formerly MEGADATA CORPORATION), a New York corporation, with a principal place of business at One Landmark Square, Suite 1900,
Stamford,
CT 06901 ("
Borrower"
or
"PASSUR Aerospace"):
WHEREAS, PASSUR Aerospace has issued a promissory note to Lender for value received; and
WHEREAS, Lender and PASSUR Aerospace desire to modify certain terms and conditions of the debt extension agreement that was signed on
January 6, 2017 that extended the original note to
November 1, 2018 (the
"Third Replacement Note"), as of the date of this Agreement and issue a fourth replacement promissory note (the
"Fourth Replacement Note") in exchange for the Third Replacement Note and other value received upon the terms and conditions set forth herein (the
"Exchange"); and
WHEREAS, the total principal amount due and owing under the promissory note as of February 9, 2018 is $4,725,000;
NOW, THEREFORE, in consideration of the foregoing and the agreements contained herein, the parties hereby agree as follows:
1.
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MODIFICATION OF PREVIOUS NOTES:
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The Third Replacement Note shall be exchanged for the Fourth Replacement Note as set forth herein. Notwithstanding the foregoing, after the effectiveness of the Exchange, PASSUR Aerospace and the Lender agree that PASSUR Aerospace shall pay to Lender all of the accrued interest as of the date hereof under the Third Replacement Note, which is equal to $7,088, under the terms of the Fourth Replacement Note.
2. ISSUANCE AND TERMS OF FOURTH REPLACEMENT NOTE; THE EXCHANGE:
For value received, on the date hereof, PASSUR Aerospace shall issue the Fourth Replacement Note to Lender in the aggregate principal amount of $4,725,000 in exchange for the Third Replacement Note. The Fourth Replacement Note will be in the form attached as Exhibit A hereto and will have the following terms:
(a) TERM. The principal amount of the Third Replacement Note, together with any and all accrued and unpaid interest thereon, shall be paid in full on or by
November 1, 2019.
(b) INTEREST. The Fourth Replacement Note or any New Replacement Note shall bear interest on the unpaid principal amount, from the date of issuance until paid in full at maturity. Interest shall be payable at the annual rate of 6.0% from
February 9, 2018 to
November 1, 2019 payable in cash. Interest payments shall be made annually at October 31 of each year.
(c) PREPAYMENT TERMS. The Fourth Replacement Note or any New Replacement Note plus accrued interest may be prepaid in full at anytime without penalty.
(d) SECURITY INTEREST: The security interest previously conveyed to lender shall continue in full force and effect as an integral part of the Fourth Replacement Note, as described in section (b) of the Fourth Replacement Note.
(a)
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AMENDMENT AND MODIFICATION. This Agreement may be amended, modified and supplemented only by a written instrument signed by all of the parties hereto expressly stating that such instrument is intended to amend, modify or supplement this Agreement.
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(b)
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ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters.
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(c)
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SEVERABILITY. If any provision of this Agreement shall be determined to be invalid or unenforceable under law, such determination shall not affect the validity or enforceability of the remaining provisions of this Agreement.
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(d)
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GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law rules of such state.
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(e)
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COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that both parties need not sign the same counterpart.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year written above.
PASSUR Aerospace, Inc.
One Landmark square, Suite 1900