Results of Operations

General

The Company's discussion and analysis of its financial condition and results of operations are based upon its consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures of contingent assets and liabilities based upon accounting policies management has implemented. The Company has identified the policies and estimates below as critical to its business operations and the understanding of its results of operations. The impact and any associated risks related to these policies on the Company's business operations are discussed throughout Management's Discussion and Analysis of Financial Condition and Results of Operations, where such policies affect its reported financial results. The actual impact of these factors may differ under different assumptions or conditions.

Overview

The Company provides a complete set of integrated, collaborative tools to allow airlines, airports, and air navigation service providers to better predict, prioritize, prevent, and recover from inevitable unexpected disruptions. These disruptions have long been seen as the cost of doing business in the industry, which we have proven can be mitigated, in part, through the integrated use of our software.

As such, we provide digital solutions to the global travel industry and help customers improve punctuality, optimize turn times and gate utilization, ensure schedule integrity (e.g., passenger connections), improve block-time performance, and reduce fuel burn/emissions.

The Company provides its solutions to the largest airlines and airports in the US. Currently over 60% of all flights in the US are, in some form, managed by the PASSUR software. Additionally, we provide our proven, established capabilities to the global airline and airport industry, with solutions now implemented in Canada, Europe, and Latin America. The global market presents an opportunity to network more customers in a broader market.

Our core business addresses some of the aviation industry's most intractable and costly challenges, including, but not limited to, underutilization of airspace and airport capacity, delays, cancellations, and diversions, among others. Several independent studies have estimated the annual direct costs of such inefficiencies to airlines in the United States at over $8 billion annually, and worldwide direct cost at over $30 billion annually.

Solutions offered by PASSUR help to ensure flight completion. They cover the entire flight life cycle, from gate to gate, and result in reductions in overall costs and carbon emissions, while maximizing revenue opportunities, improving operational efficiency, and enhancing the passenger experience.


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The Company's revenues are generated by selling: (1) subscription-based real-time decision and solutions information and (2) professional services.

The Company's major achievements during fiscal year 2019 are summarized below:

1. Launched PASSUR's new digital platform, Ariva™ - a new generation of the


     PASSUR decision support platform, powered by a number of predictive
     technologies including Machine Learning, that enables customers to greatly
     increase the efficiency enhancing and cost saving operational and customer
     service benefits provided by PASSUR


Ariva is the next generation of the PASSUR platform, enabling customers to better predict, prevent, and manage disruptions in the air and on the ground - allowing them to be even more proactive as a result of advance intelligence. Ariva provides a unified solution for proactively managing decisions that have a direct impact on key objectives such as On Time Performance (OTP), customer satisfaction, aircraft/gate utilization and schedule/block performance, among others.

This new cloud-based platform is a result of a multi-year design and development process involving a collaboration with PASSUR, its customers, and outside consultants.

Ariva is a single, common operating platform, providing customers with new tools to help them work towards optimizing their flight operations, while enhancing the customer experience. It is designed to be available to all internal stakeholders, while also supporting collaboration between airlines, airports, air navigation service providers (ANSPs), and others, creating a common vehicle programmed aviation stakeholders to drive greater efficiencies through information exchange and shared workflow.



 2.  Continued expansion into international markets: Two New Latin American
     airlines contracted for PASSUR digial technology solutions and professional
     services


Aeromexico contracted for PASSUR'S integrated suite of traffic management solutions - focusing on hub optimization, operational resilience, and on time performance to support Aeromexico's growth plans. Aeromexico's primary objectives are to increase the capacity of Mexico City International Airport (MEX) to accommodate growth, while reducing delays and congestion, increasing customer satisfaction, and reducing operating costs, to achieve Improved On-Time Performance/Punctuality; Schedule Integrity; Capacity Growth; and Higher Aircraft Utilization.

PASSUR is implementing many of the core elements of its Ariva platform, adapted from its original US configuration, for customers in Canada, Western Europe, and now Latin America.

Avianca contracted for a consulting study to help them enhance network operational excellence, with a focus on its El Dorado Hub in Bogota. As part of their program to support core elements of the "Avianca 2021 Transformation Strategy." PASSUR will initially provide recommendations for identifying ways to work toward optimal traffic flow management, both on the airport surface and in the airspace. PASSUR will help identify ways to support one of the fundamental pillars of the airline's transformation strategy - operational efficiency, by recommending ways to improve operational indicators like On-Time Performance at El Dorado.

PASSUR subject matter experts from the company's Business Intelligence and Solution Architect teams focused on (1) assessing constraints, inefficiencies, and challenges in the current Traffic Flow Management environment, and in related operational areas; (2) identifying opportunities to realize early improvements; and (3) identifying opportunities where digital technology can be used to achieve objectives like On-Time Performance, asset/aircraft utilization, capacity growth, hub optimization, completion factor, and disruption mitigation/recovery.



 3.  Expanded US and international deployments of PASSUR's Disruption Management
     Platform which is designed to reduce costly delays and cancellations, and
     accelerate recovery to normal operations.


Greater Toronto Airports Authority ("GTAA") contracted with PASSUR for its Regional Diversion Manager (RDM) program to help address extended delays, cancellations, and slow recoveries at the airport during large-scale disruptions/irregular operations, which are often caused when diversions from GTAA are not efficiently allocated between diversion airports. RDM allows operational decision makers to use available diversion capacity more effectively- helping to prevent any single airport from becoming over-saturated, thereby providing faster return to normal operations.


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RDM is a major component of PASSUR's Disruption Management Platform. It includes a coordination and information exchange module that aggregates data about the status, and operational intent of all key stakeholders - including airport operations, airlines, Air Navigation Service Providers (e.g., FAA), Customs and Border Patrol (CBP), and other relevant parties.

The inaugural customer for RDM was Dallas Fort Worth International Airport (DFW). The PASSUR team deployed this innovative new module for DFW and the more than 20 regional airports used by all the airlines serving DFW, in time for the summer 2018 convective weather season. Under the stewardship of DFW airport, RDM reduces delays and cancellations, speeding up the recovery from large-scale disruptions. And improving the allocation of diverted airplanes to diversion airports. The objective is to avoid sending more planes to an airport than it can handle efficiently and to provide a faster return to normal operations.

4. Released its next-generation flight trajectory prediction solution to the

Global Market

PASSUR introduced the latest version of its unique flight trajectory solution capability, powered by a number of predictive technologies including Machine Learning, designed to optimize airline and airport systems and processes that depend on accurate trajectories. PASSUR's trajectory solutions are now deployed in the US, Canada, Mexico, and Western Europe. PASSUR'S trajectory solutions support airline and airport operator objectives that include:



 •   Increasing On-Time Performance/Punctuality (without increasing block-time)

 •   Helping to ensure all aircraft are met at the gate on-time

 •   Enhancing passenger protection programs (USA and Canada Tarmac Delay Rules;

European EU261 rules)

• Ensuring optimal use of all gate resources for faster turn times/aircraft

utilization

• Prioritizing flights for on-time connections

• Increasing capacity at congested/delayed airports using the same

infrastructure

• Reducing fuel burn (shorter taxi times, fewer diversions) and corresponding

CO2 emissions

Recent noteworthy achievements include:

• A 12%-point OTP improvement using PASSUR technology in six months at an

airline customer:

• PASSUR's diagnostic, data and digital solutions also helped an airline

achieve block-time gains worth $9MM/year

• Today, 63% of daily scheduled commercial flights in the US use PASSUR

Flight Trajectory Prediction technology

• 125+ airlines worldwide now participate in PASSUR's global collaboration

platform

5. Two additional airlines deployed or increased their use of PASSURs flight

trajectory prediction solutions:

• A top 5 US airline expanded its integration of PASSUR's flight trajectory


     prediction technology, upgrading to the newest, advanced version for its
     entire US domestic market. This version increases the accuracy and
     prediction horizon to pre-departure, through the turn at the next
     destination, and continuing to the following flight leg. It can also
     forecast whether a flight will achieve its minimum turn time at the next
     destination.

• A major international airline deployed PASSUR's latest flight trajectory


     prediction technology for all its flights to/from its largest hub. This
     deployment is the first outside the US, and reflects PASSUR's major
     commitment to international markets.


The Company's business plan is to continue to focus on increasing subscription-based revenues from its suite of software applications, and to develop new applications and professional services designed to address the needs of the aviation industry and the U.S. government. Specifically, the objectives of the PASSUR platform are to:



 1)  Continue developing decision support solutions built on business
     intelligence, predictive analytics, and web-dashboard technology;

 2)  Continue integrating multiple additional industry data sets into its
     aviation database, including data from a variety of additional aircraft,
     airspace, and ground surveillance sources, to help ensure that PASSUR is
     the primary choice for data integration and management for large aviation
     organizations;

 3)  Continue extending the reach of the PASSUR Network, which provides the
     proprietary backbone for many of the Company's solutions; and

 4)  Continue developing the Company's professional service capabilities, in
     order to make sure that its solutions can be fully implemented in its
     customers' work environments, with minimal demand on customers' internal
     resources.



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PASSUR Network

The Company installed one Company owned Surface Multilateration ("SMLAT") Network System and one PASSUR system (installations include systems shipped in the previous fiscal year), and did not ship any Company-owned PASSUR systems during fiscal year 2019. The shipped and installed PASSUR and SMLAT Systems are capitalized as part of the Company-owned PASSUR Network. The Company will continue to expand the PASSUR Network by shipping and installing additional PASSUR and SMLAT Systems throughout fiscal year 2020 and beyond. The Company will continue to market the business intelligence, predictive analytics, as well as decision support applications and solutions derived from the PASSUR Network, directly to the aviation industry and organizations that serve, or are served by, the aviation industry. There were over 180 Company-owned PASSUR Systems located at airports worldwide at the end of fiscal year 2019. Back up PASSUR Systems have been installed at major customer locations.

Revenues

Management concentrates its efforts on the sale of business intelligence, predictive analytics, and decision support product applications, utilizing data primarily derived from the PASSUR Network. Such efforts include the continued development of existing products, new product offerings and to a lesser extent, professional services.

In fiscal year 2019, total revenues increased $228,000, or 2%, to $15,046,000, as compared with $14,818,000 in fiscal year 2018. The increase in total revenues was primarily due (i) an increase in subscription revenue of $613,000 or 4%, partially offset by a decrease in our consulting revenue of $385,000 to $508,000, as compared with fiscal year 2018.

The increase in subscription revenue of $613,000 is primarily due to (i) new contracts closed during fiscal year 2019, and (ii) net incremental revenue recognized during the periods in fiscal 2019 related to new contracts closed during fiscal year 2018. These increases were offset by expired contracts during fiscal year 2019, respectively.

The Company is engaged in ongoing discussions with two of its customers about the possible renewal of certain existing contracts that expire during fiscal year 2020. If these contracts are not renewed in full or in part, and not replaced by other revenue, there would be a material impact on the Company's revenues.

The decrease in consulting revenue of $385,000 to $508,000 for the year ended October 31, 2019 as compared to $893,000 for the same period in 2018 is due to the completion of a large consulting assignment in fiscal year 2018 that did not repeat in fiscal year 2019.

The Company continues to enhance its wide selection of products, developing and deploying new software applications and solutions to better address customers' needs, all of which are easily delivered through web-based applications or as stand-alone professional services.

Cost of Revenues

Costs associated with subscription and maintenance revenues consist primarily of direct labor, depreciation of PASSUR and SMLAT Network Systems, amortization of capitalized software development costs, communication costs, data feeds, 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 System units added to the PASSUR Network, which includes the production, shipment, and installation of these assets (currently largely installed by unaffiliated outside contractors), which are capitalized to the PASSUR Network; and (2) capitalized costs associated with software development and data center projects; and (3) data center projects, (all referred to as "Capitalized Assets"). The labor and fringe benefit costs of Company employees involved in creating Capitalized Assets are capitalized, rather than expensed, and amortized, usually over five or seven years, as determined by their projected useful life. The Company does not break down its costs by product.

Cost of revenues decreased $2,113,000, or 20%, to $8,368,000 for the year ended October 31, 2019, as compared with $10,481,000 in fiscal year 2018. During fiscal year 2018, cost of revenues increased as a result of increases in reserves for PASSUR Network parts and supplies, impairment charges and write-offs of the carrying amounts of certain assets totaling approximately $1,700,000, which was comprised of (i) an increase in the PASSUR Network parts and supplies reserve of approximately $230,000; (ii) an impairment charge and write-off of certain PASSUR Network assets of approximately $510,000, which assets were determined to no longer be likely to generate future revenue as a result of a change in a customer's requirements at a specific location; and (iii) an impairment charge and write-off of certain capitalized software products of approximately $960,000, which the Company determined it would no longer market for subscription sales as currently developed.


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Exclusive of the increases in reserves and impairment charge taken in fiscal year 2018, cost of revenues in fiscal year 2019 decreased $413,000 or 5% compared to fiscal year 2018. Contributing to the decrease in cost of revenues during the period was a decrease in personnel related costs of $685,000, net of outsourcing costs, due to the outsourcing of some of our software development activities. This decrease was partially offset by increases in amortization expense of $101,000 associated with our capitalized software projects and an increase in data and license fee cost of $131,000. When the Company uses its employees to manufacture PASSUR and SMLAT Systems, build capital assets, and ship and install PASSUR and SMLAT Systems in the field, or for software development, there is a reduction in cost of revenues due to the fact that the labor-related costs for these systems are capitalized, rather than expensed and amortized over 7 years for PASSUR or 5 years for SMLAT systems.

Finally, as we continue to release product enhancements/new versions to its existing product offerings, and new product offerings, our amortization expenses associated with the historical software capitalization is anticipated to increase. As a result, we anticipate that our software capitalization and amortization expense, when netted, will not have a significant impact on our financial results.

Costs of revenues was 56% of revenue in fiscal year 2019 and 71% in fiscal year 2018 (and excluding asset reserve and impairment charges, 59% in fiscal year 2018).

Research and Development

The Company's research and development efforts include activities associated with new product development, as well as the enhancement and improvement of the Company's existing software, and information products.

Research and development expenses decreased $37,000, or 6%, to $556,000 for fiscal year 2019, as compared to $594,000 for fiscal year 2018. The decrease in research and development was primarily attributable to an increase in personnel related costs allocated to cost of revenues from research and development as compared to the prior year.

The Company anticipates that it will continue to invest in its software portfolio to develop, maintain, and support existing and newly developed applications for its customers. There were no customer-sponsored research and development activities during fiscal years 2019 and 2018. Research and development expenses are funded by current operations.

Selling, General, and Administrative

Selling, general, and administrative expenses increased $366,000, or 4%, to $9,254,000 for the year ended October 31, 2019, as compared to $8,888,000 in the same period in 2018. The increase is primarily due to an increase in professional and other consulting expenses of $355,000 and higher marketing expenses of $72,000. These increases were partially offset by a decrease in depreciation expense and a net decrease in various other accounts within selling, general and administrative expenses, as compared to the same period in 2018. The overall increase in selling, general and administrative costs are primarily due to the Company's continued investments as part of its recently commenced international operations and to achieve its revenue growth objectives.

Loss from Operations

Loss from operations decreased $2,013,000, or 39%, for the year ended October 31, 2019, as compared to fiscal year 2018. The decrease was primarily due to a decrease in operating expenses of $1,785,000 or 9%, as compared to the fiscal year 2018. Operating expenses for fiscal year 2018 included approximately $230,000, $510,000 and $960,000 of costs, totaling $1,700,000, associated with the previously described increase in the PASSUR Network parts and supplies reserve, impairment charges and write-off of carrying amounts related to certain PASSUR Network systems and capitalized software development costs. The Company did not have any increases in inventory reserves, impairment charges or write-offs during fiscal year 2019. The decrease is also associated with an increase in revenue of $228,000 or 2%, as compared to fiscal year 2018. The increase in revenue was primarily due to an increase in subscription revenue, related to our greater emphasis on higher return revenue projects.



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Interest Expense - Related Party

Interest expense - related party increased $380,000, or 113%, for the year ended October 31, 2019, as compared to the same period in 2018, due to the higher principle balance on the note for fiscal year 2019, as compared to fiscal year 2018.

Loss before Income Taxes

Loss before taxes decreased $1,632,000, or 30%, to a loss before income taxes of $3,848,000 for the year ended October 31, 2019, as compared to loss before income taxes of $5,480,000 for the fiscal year 2018.

Income Taxes

The Company's income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect the Company's best estimate of current and future taxes to be paid. The Company's provision for income taxes in each fiscal year consists of federal and state taxes.

For the fiscal year ended October 31, 2019, the Company recorded an income tax benefit of $10,000 on a pre-tax loss of $3,848,000 resulting in a 0.3% effective tax rate. The effective rate differs from the U.S. federal statutory rate of 21% primarily related to pre-tax losses for which no tax benefit has been provided as the Company concluded that its deferred tax assets are not realizable on a more-likely-than-not basis.

For the fiscal year ended October 31, 2018, the Company recorded an income tax provision of $5,000 on a pre-tax loss of $5,480,000 resulting in a (0.1%) effective tax rate. The effective rate differs from the U.S. federal statutory rate of 23.2% primarily related to pre-tax losses for which no tax benefit has been provided as the Company concluded that its deferred tax assets are not realizable on a more-likely-than-not basis.

Net Loss

The Company had a net loss of $3,837,000, or $0.50 per diluted share, for the year ended October 31, 2019, as compared to net loss of $5,484,000, or $0.71 per diluted share, for the fiscal year 2018.

Impact of Inflation

In the opinion of management, inflation has not had a material effect on the operations of the Company including selling prices, capital expenditures, and operating expenses.

Liquidity and Capital Resources

The Company's current liabilities exceeded current assets, excluding deferred revenue by $785,000 as of October 31, 2019. The note payable to a related party, G.S. Beckwith Gilbert, the Company's significant shareholder and Chairman, was $8,150,000 at October 31, 2019, with a maturity of November 1, 2020. The Company's stockholders' equity was $456,000 at October 31, 2019. The Company had a net loss of $3,837,000 for the year ended October 31, 2019.

On January 27, 2020, the Company entered into a Sixth Debt Extension Agreement with Mr. Gilbert, effective January 27, 2020, pursuant to which the Company and Mr. Gilbert agreed to modify certain terms and conditions of the existing debt agreement with Mr. Gilbert (the "Existing Gilbert Note"). The maturity date of the Existing Gilbert Note was due on November 1, 2020, and the total amount of principal and interest due for the fourth quarter of fiscal year 2019 and first quarter of fiscal year 2020 and owing as of January 27, 2020, was $9,071,000. Pursuant to the Sixth Debt Extension Agreement, the Company issued a new note to Mr. Gilbert in the amount of $9,071,000 (the "Sixth Replacement Note") equal to a principal of $8,670,000 and accrued interest of $401,000, and cancelled the Existing Gilbert Note. The Company agreed to pay accrued interest equal to $401,000, included in the Sixth Replacement Note, at the time and on the terms set forth in the Sixth Replacement Note. Under the terms of the Sixth Replacement Note, the maturity date was extended to November 1, 2021, and the annual interest rate remained at 9 3/4%. Interest payments under the Sixth Replacement Note shall be made annually on October 31st of each year. The note payable is secured by the Company's assets.

During the year ended October 31, 2019, the Company paid Mr. Gilbert interest incurred on the Existing Gilbert Note through July 31, 2019, for a total amount equal to $516,000. As of October 31, 2019, the Company's notes payable balance included accrued interest, on the Existing Gilbert Note of $200,000, representing interest incurred during the fourth quarter of 2019. During fiscal year 2019, Mr. Gilbert loaned the Company an additional $2,100,000, and subsequent to October 31, 2019, Mr. Gilbert loaned the Company an additional $520,000. On January 27, 2020, the Company issued Mr. Gilbert the Sixth Replacement Note in the amount of $9,071,000 representing the outstanding principal and interest owed as of such date.


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Management is addressing the Company's working capital deficiency by aggressively marketing the Company's PASSUR Network Systems information capabilities in its existing product and professional service lines, as well as in new products and professional services, which are continually being developed and deployed. Management believes that the continued development of its existing suite of software products and professional services, which address the wide array of needs of the aviation industry, will continue to lead to increased growth in the Company's customer-base and subscription-based revenues. However, there are no assurances that such growth will be achieved.

Included in the notes payable balance at October 31, 2019, is accrued interest of $200,000 for the fourth quarter of fiscal year 2019.

If the Company's business plan does not generate sufficient cash flows from operations to meet the Company's operating cash requirements, the Company will attempt to obtain external financing on commercially reasonable terms. However, the Company has received a commitment from Mr. Gilbert, dated January 27, 2020, that if the Company, at any time, is unable to meet its obligations through January 27, 2021, Mr. Gilbert will provide the necessary continuing financial support to the Company in order for the Company to meet such obligations. Such commitment for financial support may be in the form of additional advances or loans to the Company, in addition to the deferral of principal and/or interest payments due on the existing loans, if deemed necessary.

Net cash provided by operating activities was $735,000 for the year ended October 31, 2019, and consisted of net loss of $3,837,000, offset by depreciation and amortization of $3,628,000 and stock-based compensation expense of $613,000, with the balance consisting of an increase in operating liabilities. Net cash provided by operating activities increased by $74,000 for the year ended October 31, 2019 as compared to the same period in 2018, primarily due to the decrease in net loss for fiscal year 2019 as compared with fiscal 2018, net of the $1,700,00 cost associated with the provisions for obsolete parts and supplies and impairment charges. Net cash used in investing activities was $2,790,000 for the year ended October 31, 2019, which was expended for capitalized software development costs, additions to the PASSUR Network, and additional computer equipment for our Bohemia, New York, and Orlando, Florida data centers. Net cash provided by financing activities was $2,100,000 for year ended October 31, 2019, and consisted of proceeds from note payable - related party.

The Company actively monitors the costs associated with supporting the business, and continually seeks to identify and reduce any unnecessary costs as part of its cost reduction initiatives, while strategically reinvesting back into the business as part of its long-term plans. Additionally, the aviation market has been impacted by budgetary constraints, airline bankruptcies and consolidations, current economic conditions, the continued war on terrorism, and fluctuations in fuel costs. The aviation market is extensively regulated by government agencies, particularly the FAA and the National Transportation Safety Board, and management anticipates that new regulations relating to air travel may continue to be issued. Substantially all of the Company's revenues are derived from airlines, airports, and organizations that serve, or are served by, the aviation industry. Any new regulations or changes in the economic situation of the aviation industry could have an impact on the future operations of the Company, either positively or negatively.

Interest by potential customers in the Company's information and decision support software products obtained from PASSUR Network Systems and other sources and its professional services remains strong. As a result, the Company believes that future revenues will increase on an annualized basis. However, there are no guarantees that such annualized future revenue increases will occur. If revenues do not increase and the Company's cost-structure is not adjusted accordingly, losses may occur. The extent of such profits or losses will be dependent on sales volume achieved and the Company's ability to optimize its cost structures.

Off-Balance Sheet Arrangements

None.


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Critical Accounting Policies and Estimates

General

The Company's discussion and analysis of its financial condition and results of operations are based upon its consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities, based upon accounting policies management has implemented. The Company has identified the policies and estimates below as critical to its business operations and the understanding of its results of operations. The impact and any associated risks related to these policies on the Company's business operations are discussed throughout Management's Discussion and Analysis of Financial Condition and Results of Operations, where such policies affect its reported financial results. The actual impact of these factors may differ under different assumptions or conditions. The Company's accounting policies that require management to apply significant judgment and estimates include:

Revenue Recognition

As discussed further in Note (1) Description of Business and Significant Accounting Policies, to the Company's consolidated financial statements, the Company recognizes revenue in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers" ("Topic 606"). The Company accounts for a customer contract when both parties have approved the contract and are committed to perform their respective obligations, each party's rights can be identified, payment terms can be identified, the contract has commercial substance, and it is probable the Company will collect substantially all of the consideration to which it is entitled.

The Company derives revenue primarily from subscription-based, real-time decision and solution information and professional services. Revenues are recognized when control of these services is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services.

The Company determines revenue recognition through the following steps:



 •   Identification of the contract, or contracts, with a customer;

 •   Identification of the performance obligations in the contract;

 •   Determination of transaction price;

 •   Allocation of transaction price to performance obligations in the contract;

and

• Recognition of revenue when, or as, the Company satisfies a performance

obligation.

The Company recognized revenue for the fiscal year ended October 31, 2019, of $15,046,000 under Topic 606, which was not materially different from what would have been recognized under Accounting Standards Codification ("ASC") Topic 605, "Revenue Recognition" ("Topic 605"). The Company recorded an addition to opening accumulated deficit and a reduction to deferred revenue of approximately $66,000, respectively, as of November 1, 2018 due to the impact of adopting Topic 606.

A. Nature of performance obligations

Subscription services revenue

Subscription services revenue is comprised of cloud-based subscription fees that provide the customer the right to access the Company's software and receive support and updates, if any, for a period of time. The Company has determined such access represents a stand-ready service provided continually throughout the contract term. As such, control and satisfaction of this stand-ready performance obligation is deemed to occur over time. The Company's subscription contracts include a fixed amount of consideration that is recognized ratably over the non-cancelable contract term, beginning on the date that access is made available to the customer. The passage of time is deemed to be the most faithful depiction of the transfer of control of the services as the customer simultaneously receives and consumes the benefit provided by the Company's performance. Subscription contracts are generally one to three years in length, billed either monthly, quarterly or annually, typically in advance, which coincides with the terms of the agreement. The Company's subscription contracts do not have a significant financing component and customer invoices are typically due within 30 days. There is no significant variable consideration related to these arrangements. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether transfer of control to customers has occurred.


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Professional services revenue

Professional services primarily consist of value assessments and customer training services. Payment for professional services is generally a fixed fee or a fee based on time and materials. The obligation to provide professional services is generally satisfied over time, with the customer simultaneously receiving and consuming the benefits as the Company satisfies its performance obligations. For professional services, revenue is recognized by measuring progress toward the complete satisfaction of the Company's obligation. Progress for services that are contracted for a fixed price is generally measured based on hours incurred as a portion of total estimated hours, and as a practical expedient, progress for services that are contracted for time and materials is generally based on the amount the Company has the right to invoice. Professional services contracts are generally one year or less in length, billed either in advance, upon pre-defined milestones or as services are rendered, which coincides with the terms of the agreement. The Company's professional service contracts do not have a significant financing component and customer invoices are typically due within 30 days.

Material rights

Contracts with customers may include material rights which are also performance obligations. Material rights primarily arise when the contract gives the customer the right to renew subscription services at a discounted price in the future. This may occur from time to time when the Company's contracts provide an implicit discount as the customer pays a nonrefundable up-front fee in connection with the initial services contract that it does not have to pay again in order to renew the service. These non-refundable up-front fees are not related to any promised service that the customer benefits from other than providing access to the subscription service. Revenue allocated to material rights is recognized when the customer exercises the right over the estimated renewal period of five years or when the right expires. If exercised by the customer, the amount previously deferred for the material right is included in the transaction price of the renewal contract and allocated to the services included in that contract. If expired, revenue is recognized as subscription services revenue in the period the right expired. If the up-front fees do not provide the customer with a material right, then the amount is included in the transaction price of the initial services contract and allocated to the performance obligations in that contract.

Contracts with Multiple Performance Obligations

Some of the Company's contracts with customers contain multiple distinct performance obligations. For these contracts, the transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The standalone selling price reflects the price the Company would charge for a specific service if it was sold separately in similar circumstances and to similar customers. The Company maximizes the use of directly observable transactions to determine the standalone selling prices for its performance obligations. For subscription services, the Company separately determines the standalone selling prices by type of solution and customer demographics. For professional services, the Company separately determines standalone selling price by type of services.

Other policies and judgments

The commissions that the Company pays for obtaining a contract with a customer are conditional on future service provided by the employee. Therefore, since these costs are not incremental solely based on obtaining a contract, the Company does not defer any commission costs.

Capitalized Software Development Costs

As discussed further in Note (1) Description of Business and Significant Accounting Policies, to the Company's consolidated financial statements, the Company capitalizes costs related to the development of internal use software in accordance with authoritative guidance issued by the FASB on internal-use software, ASC 350-40, "Internal-Use Software." 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.

As of October 31, 2019, and 2018, the Company had $8,319,000 and $8,142,000, respectively, of software development costs, net of amortization. The Company has a formal program to determine when additional functionality of a product is established and assumptions are used that reflect the Company's best estimates. Software development costs are reported at the lower of amortized cost or net realizable value. Net realizable value is computed as the estimated gross future revenue from each software solution less the amount of estimated future costs of completing and disposing of that product. Software costs are included in "Capitalized software development costs, net" on the Company's balance sheet and are depreciated using the straight-line method over their estimated useful life, generally five years.


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Impairment of Long-Lived Assets

As discussed further in Note (1) Description of Business and Significant Accounting Policies, to the Company's consolidated financial statements, the Company follows the provisions of FASB ASC 360-10, "Impairment and Disposal of Long-Lived Assets." The Company reviews long-lived assets for impairment when circumstances indicate the carrying amount of an asset may not be recoverable. Impairment is recognized to the extent the sum of undiscounted estimated future cash flows expected to result from the use of the asset is less than the carrying value. Assets to be disposed of are carried at the lower of their carrying value or fair value, less costs to sell. The Company evaluates the periods of amortization continually in determining whether later events and circumstances warrant revised estimates of useful lives. If estimates are changed, the unamortized costs will be allocated to the increased or decreased number of remaining periods in the revised life.

All of the Company's capitalized assets are recorded at cost (which may also include salaries incurred during production and/or development) and depreciated and/or amortized over the asset's estimated useful life for financial statement purposes. The estimated useful life represents the projected period of time that the asset will be productively employed by the Company and is determined by management based on many factors, including historical experience with similar assets, technological life cycles, and industry standards for similar assets. Circumstances and events relating to these assets are monitored to ensure that changes in asset lives or impairments (see "Impairment of Long-Lived Assets" above) are identified and prospective depreciation or impairment expense is adjusted accordingly.

The Company's long-lived assets, which include the PASSUR Network and Property and equipment, totaled $4,501,000, and accounted for 31% of the Company's total assets as of October 31, 2019.

At each reporting period, management evaluates the carrying values of the Company's assets. The evaluation considers the undiscounted cash flows generated from current contractual revenue sources and the anticipated forecast revenue derived from each asset. The Company then evaluates these revenues on an overall basis to determine if any impairment issues exist. During fiscal year 2018, the Company recorded approximately $230,000, $510,000 and $960,000, a total of $1,700,000, of costs associated with an increase in the provision for obsolete and slow moving PASSUR Network parts and supplies, an impairment charge and write-off of carrying amounts related to certain PASSUR Network systems, and capitalized software development costs, respectively. Please refer to footnotes below for further details. The Company did not have any increases in inventory reserves, impairment charges or write-offs during fiscal year 2019.

Depreciation and Amortization

The PASSUR Network, net, Capitalized software development costs, net, and Property and equipment, net totaled $3,949,000, $8,319,000, and $552,000, respectively, as of October 31, 2019. As of October 31, 2018, the PASSUR Network, net, Capitalized software development costs, net, and Property and equipment, net totaled $4,801,000, $8,142,000, and $673,000, respectively. In management's judgment, the estimated depreciable lives used to calculate the annual depreciation and amortization expense are appropriate.

Depreciation and amortization are provided on the straight-line basis over the estimated useful lives of the assets, as follows:



PASSUR Network                         5 to 7 years
Capitalized software development costs 5 years
Property and equipment                 3 to 10 years



The PASSUR Network is comprised of PASSUR and SMLAT Systems, which include the direct production, shipping, and installation costs incurred for each PASSUR and SMLAT System, which are recorded at cost, net of accumulated depreciation. 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. PASSUR and SMLAT Systems which are not installed, raw materials, work-in-process, and finished goods components are carried at cost and not depreciated until installed.


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Total depreciation and amortization expense was $3,628,000 for the year ended October 31, 2019. This consisted of $1,232,000 of depreciation expense related to the PASSUR Network and Property and equipment and $2,396,000 of amortization expense related to Capitalized software development costs. For the year ended October 31, 2018, total depreciation and amortization expense was $3,562,000. This consisted of $1,267,000 of depreciation expense related to the PASSUR Network and Property and equipment and $2,295,000 of amortization expense related to Capitalized software development costs.

Stock-Based Compensation

As discussed further in Note (9) Stock-Based Compensation to the Company's consolidated financial statements, the Company accounts for share-based awards in accordance with the authoritative guidance issued by the FASB on stock compensation, FASB ASC 718, "Compensation-Stock Compensation," which requires measurement of compensation cost for all stock-based awards at fair value on date of grant, and recognition of stock-based compensation expense over the service period for awards expected to vest. The fair value of stock options was determined using the Black-Scholes valuation model to compute the estimated fair value of share-based compensation expense. The Black-Scholes valuation model includes assumptions regarding dividend yields, expected volatility, expected option term and risk-free interest rates. The assumptions used in computing the fair value of share-based compensation expense reflect the Company's best estimates, but involve uncertainties relating to market and other conditions, many of which are outside of the Company's control. Additionally, the Company accounts for forfeitures when they occur. Stock-based compensation expense was $613,000 and $646,000 for the year ended October 31, 2019 and 2018, respectively, and was primarily included in selling, general, and administrative expenses.

Income Taxes

At October 31, 2019, the Company had available a federal net operating loss carry-forward of $15,565,000 for U.S. federal income tax purposes. Approximately, $12,780,000 of U.S federal net operating loss carryforwards expire in various tax years from fiscal year 2022 through fiscal year 2038. These net operating losses are available to offset 100% of future taxable income. The remaining $2,785,000 of U.S. federal net operating loss may be carried forward indefinitely but are only available to offset 80% of future taxable income. The Company evaluates whether a valuation allowance related to deferred tax assets is required each reporting period. A valuation allowance is established if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized. Based on the weight of available evidence, the Company believes that its deferred tax assets will not be realized on a more-likely-than-not basis.

The Company follows ASC 740, "Income Taxes," where tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50% likely to be realized upon ultimate settlement. Unrecognized tax benefits are tax benefits claimed in tax returns that do not meet these recognition and measurement standards. At October 31, 2019, the Company did not have any uncertain tax positions. As permitted by ASC 740-10, the Company's accounting policy is to prospectively classify accrued interest and penalties related to any unrecognized tax benefits in its income tax provision.

Recent Accounting Pronouncements Adopted

In May 2014, the FASB issued Topic 606. Topic 606 supersedes the revenue recognition requirements in Topic 605 and requires the recognition of revenue when promised goods or services are transferred to customers in an amount that reflects the considerations to which the entity expects to be entitled to in exchange for those goods or services. Topic 606 also includes Subtopic 340-40, "Other Assets and Deferred Costs - Contracts with Customers," which requires the deferral of incremental costs of obtaining a contract with a customer.

On November 1, 2018, the Company adopted Topic 606 using the modified retrospective transition method which resulted in an adjustment to retained earnings for the cumulative effect of applying the standard to all contracts not completed as of the adoption date. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. Revenue recognition remained substantially unchanged following adoption of Topic 606 and therefore the adoption of Topic 606 did not have a material impact on revenues. The primary impact of adopting Topic 606 relates to the accounting for nonrefundable up-front fees. The Company recognized revenue during the fiscal year ended October 31, 2019, of $15,046,000 under Topic 606, which was not materially different from what would have been recognized under Topic 605. The Company recorded an addition to opening accumulated deficit and a reduction to deferred revenue of approximately $66,000, respectively, as of November 1, 2018 due to the impact of adopting Topic 606.



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In May 2017, the FASB issued ASU 2017-09, "Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting" ("ASU 2017-09"), 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. The Company adopted this guidance during the quarter ended January 31, 2019, using the prospective method, with no material impact to its consolidated financial statements and related disclosures.

In March 2016, the FASB issued ASU No. 2016-09, "Improvements to Employee Share-Based Payment Accounting." The new guidance on accounting for employee share-based payment awards simplified 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 was effective for the Company for the fiscal year beginning November 1, 2017. In accordance with the new guidance, the Company made a policy election to account for forfeitures when they occur. The Company adopted this guidance during the quarter ended January 31, 2018, using the modified retrospective method, with no material impact to its consolidated financial statements and related disclosures because the Company has a full valuation allowance on its current and non-current deferred tax assets and liabilities.

In November 2015, the FASB issued ASU 2015-17, "Income Taxes (Topic 740): Balance Sheet Classification of Deferred Assets." This ASU simplified the presentation of deferred taxes on the balance sheet and requires an entity to present all deferred tax assets and deferred tax liabilities as non-current on the balance sheet. The Company adopted this guidance during the quarter ended January 31, 2018 with no material impact to its consolidated financial statements and related disclosures because the Company has a full valuation allowance on its current and non-current deferred tax assets and liabilities.

Accounting Pronouncements Issued but not yet Adopted

In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)" requiring lessees to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months. During July 2018, the FASB issued additional updates to the new lease accounting standard. ASU No. 2018-10, "Codification Improvements to Topic 842, Leases" clarifies certain aspects of the new lease accounting standard. In addition, ASU No. 2018-11, "Leases (Topic 842): Targeted Improvements" provides companies with the option to apply the provisions of the new lease accounting standard on the date of adoption (effective date of November 1, 2019 for the Company), and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption, without adjusting the comparative periods presented, as initially required.

The Company will adopt the new lease accounting standard as of November 1, 2019 and has elected to apply the provisions of the standard on the date of adoption. Accordingly, the Company will not restate prior year comparative periods for the impact of the new lease accounting standard. The Company will elect the package of practical expedients permitted under the transition guidance within the new lease accounting standard, which permits the Company not to reassess the following for any expired or existing contracts: (i) whether any contracts contain leases; (ii) lease classification (i.e. operating lease or finance/capital lease); and (iii) initial direct costs.

The Company anticipates that the adoption of the new lease accounting standard will result in the recognition of approximately $1,400,000 to $1,600,000 of right-of-use assets and lease liabilities at November 1, 2019, consisting primarily of operating leases relating to real estate for offices and PASSUR and SMLAT systems. The adoption of this standard will not materially impact the Company's Consolidated Statement of Operations or Consolidated Statements of Cash Flows.

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