UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
| x | QUARTERLY REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For The Quarterly Period Ended March
31, 2015
or
| o | TRANSITION REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______________
to ________________
Commission File Number: 000-52593
SAKER AVIATION SERVICES, INC.
(Exact Name of Registrant as Specified in
Its Charter)
Nevada |
87-0617649 |
(State or other jurisdiction of |
(I.R.S. Employer |
incorporation or organization) |
Identification No.) |
|
|
20 South Street, Pier 6 East River, New York, NY |
10004 |
(Address of principal executive offices) |
(Zip Code) |
(212) 776-4046
(Registrant’s telephone number, including
area code)
N/A
(Former name, former address and former
fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements
for the past 90 days.
Yes x
No ¨
Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web-site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).
Yes x
No ¨
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
¨ |
Accelerated filer |
¨ |
Non-accelerated filer |
¨ |
Smaller Reporting Company |
x |
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes ¨
No x
As of May 15, 2015, the registrant had 33,107,610 shares of
its common stock, $0.001 par value, issued and outstanding.
SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES
Form 10-Q
March 31, 2015
Index
SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| |
March 31, 2015 | | |
December 31, 2014 | |
| |
(unaudited) | | |
| |
ASSETS | |
| | | |
| | |
CURRENT ASSETS | |
| | | |
| | |
Cash | |
$ | 460,245 | | |
$ | 531,003 | |
Accounts receivable | |
| 1,457,978 | | |
| 2,049,842 | |
Inventories | |
| 283,939 | | |
| 299,339 | |
Prepaid expenses and other current assets | |
| 286,952 | | |
| 524,942 | |
Total current assets | |
| 2,489,114 | | |
| 3,405,126 | |
| |
| | | |
| | |
PROPERTY
AND EQUIPMENT, net of accumulated depreciation and amortization of $1,855,253 and $1,711,543 respectively | |
| 1,957,332 | | |
| 2,086,794 | |
| |
| | | |
| | |
OTHER ASSETS | |
| | | |
| | |
Deposits | |
| 178,524 | | |
| 178,524 | |
Intangible assets | |
| 135,000 | | |
| 142,500 | |
Goodwill | |
| 530,000 | | |
| 530,000 | |
Deferred income taxes | |
| 363,000 | | |
| 363,000 | |
Total other assets | |
| 1,206,524 | | |
| 1,214,024 | |
TOTAL ASSETS | |
$ | 5,652,970 | | |
$ | 6,705,944 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |
| | | |
| | |
| |
| | | |
| | |
CURRENT LIABILITIES | |
| | | |
| | |
Accounts payable | |
$ | 488,767 | | |
$ | 996,431 | |
Line of credit | |
| 550,000 | | |
| 550,000 | |
Customer deposits | |
| 129,014 | | |
| 134,761 | |
Accrued expenses | |
| 187,930 | | |
| 505,070 | |
Notes payable – current portion | |
| 370,880 | | |
| 372,457 | |
Total current liabilities | |
| 1,726,591 | | |
| 2,558,719 | |
| |
| | | |
| | |
LONG-TERM LIABILITIES | |
| | | |
| | |
Notes payable - less current portion | |
| 864,225 | | |
| 956,979 | |
Deferred income taxes | |
| — | | |
| — | |
Total liabilities | |
| 2,590,816 | | |
| 3,515,698 | |
| |
| | | |
| | |
STOCKHOLDERS’ EQUITY | |
| | | |
| | |
Preferred stock - $.001 par value; authorized 9,999,154; none issued and outstanding | |
| — | | |
| — | |
Common stock - $.001 par value; authorized 100,000,000; 33,107,610 shares issued and outstanding as of March 31, 2015 and December 31, 2014 | |
| 33,107 | | |
| 33,107 | |
Additional paid-in capital | |
| 19,970,982 | | |
| 19,962,482 | |
Accumulated deficit | |
| (16,941,935 | ) | |
| (16,805,343 | ) |
TOTAL STOCKHOLDERS’ EQUITY | |
| 3,062,154 | | |
| 3,190,246 | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | |
$ | 5,652,970 | | |
$ | 6,705,944 | |
See notes to condensed consolidated financial
statements.
SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| |
For the Three Months Ended March 31, | |
| |
2015 | | |
2014 | |
| |
| | |
| |
REVENUE | |
$ | 2,710,142 | | |
$ | 3,045,439 | |
| |
| | | |
| | |
COST OF REVENUE | |
| 1,493,724 | | |
| 1,791,234 | |
| |
| | | |
| | |
GROSS PROFIT | |
| 1,216,418 | | |
| 1,254,205 | |
| |
| | | |
| | |
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | |
| 1,338,714 | | |
| 1,212,695 | |
| |
| | | |
| | |
OPERATING (LOSS) INCOME FROM OPERATIONS | |
| (122,296 | ) | |
| 41,510 | |
| |
| | | |
| | |
OTHER (EXPENSE) INCOME: | |
| | | |
| | |
OTHER (EXPENSE) INCOME, net | |
| (290 | ) | |
| 6,195 | |
INTEREST INCOME | |
| — | | |
| 3,201 | |
INTEREST EXPENSE | |
| (14,006 | ) | |
| (25,037 | ) |
| |
| | | |
| | |
TOTAL OTHER EXPENSE, net | |
| (14,296 | ) | |
| (15,641 | ) |
| |
| | | |
| | |
(LOSS) INCOME FROM OPERATIONS, before income taxes | |
| (136,592 | ) | |
| 25,869 | |
| |
| | | |
| | |
INCOME TAX EXPENSE | |
| | | |
| | |
CURRENT | |
| — | | |
| 5,000 | |
DEFERRED | |
| — | | |
| 9,000 | |
| |
| | | |
| | |
INCOME TAX EXPENSE | |
| — | | |
| 14,000 | |
| |
| | | |
| | |
NET (LOSS) INCOME | |
$ | (136,592 | ) | |
$ | 11,869 | |
| |
| | | |
| | |
Basic and Diluted Net (Loss) Income Per Common Share | |
$ | (0.00 | ) | |
$ | 0.00 | |
| |
| | | |
| | |
Weighted Average Number of Common Shares – Basic | |
| 33,107,610 | | |
| 33,104,277 | |
| |
| | | |
| | |
Weighted Average Number of Common Shares – Diluted | |
| 33,858,518 | | |
| 34,904,380 | |
See notes to condensed consolidated financial
statements.
SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS
(UNAUDITED)
| |
Three Months Ended March 31, | |
| |
2015 | | |
2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |
| | | |
| | |
Net (loss) income | |
$ | (136,592 | ) | |
$ | 11,869 | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |
| | | |
| | |
Depreciation and amortization | |
| 151,210 | | |
| 130,820 | |
Stock based compensation | |
| 8,500 | | |
| 7,689 | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Accounts receivable, trade | |
| 591,864 | | |
| 252,569 | |
Inventories | |
| 15,400 | | |
| 15,488 | |
Prepaid expenses and other current assets | |
| 237,990 | | |
| (272,469 | ) |
Deposits | |
| — | | |
| 1,500 | |
Deferred income taxes | |
| — | | |
| 9,000 | |
Accounts payable | |
| (507,664 | ) | |
| (70,714 | ) |
Customer deposits | |
| (5,747 | ) | |
| 33,210 | |
Accrued expenses | |
| (317,140 | ) | |
| (151,346 | ) |
TOTAL ADJUSTMENTS | |
| 174,413 | | |
| (44,453 | ) |
| |
| | | |
| | |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | |
| 37,821 | | |
| (32,384 | ) |
| |
| | | |
| | |
CASH FLOWS FROM INVESTING ACTIVITIES | |
| | | |
| | |
Payment of note receivable | |
| — | | |
| 28,299 | |
Purchase of property and equipment | |
| (14,248 | ) | |
| (19,078 | ) |
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES | |
| (14,248 | ) | |
| 9,221 | |
| |
| | | |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES | |
| | | |
| | |
Repayment of notes payable | |
| (94,331 | ) | |
| (153,778 | ) |
Proceeds from line of credit | |
| — | | |
| 125,000 | |
NET CASH USED IN FINANCING ACTIVITIES | |
| (94,331 | ) | |
| (28,778 | ) |
| |
| | | |
| | |
NET CHANGE IN CASH | |
| (70,758 | ) | |
| (51,941 | ) |
| |
| | | |
| | |
CASH – Beginning | |
| 531,003 | | |
| 146,405 | |
CASH – Ending | |
$ | 460,245 | | |
$ | 94,464 | |
| |
| | | |
| | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |
| | | |
| | |
Cash paid during the periods for: | |
| | | |
| | |
Interest | |
$ | 14,006 | | |
$ | 25,037 | |
See notes to condensed consolidated financial
statements.
SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(UNAUDITED)
NOTE 1 - Basis of Presentation
The accompanying unaudited condensed consolidated financial
statements of Saker Aviation Services, Inc. (the “Company”) and its subsidiaries have been prepared in accordance with
generally accepted accounting principles in the United States of America (“GAAP”) for interim financial statements
and in accordance with the instructions to Form 10-Q. Accordingly, they do not include all of the information and disclosures required
by GAAP for annual financial statements and should be read in conjunction with the financial statements and related footnotes included
in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.
The condensed consolidated balance sheet as of March 31, 2015
and the condensed consolidated statements of operations and cash flows for the three months ended March 31, 2015 and 2014 have
been prepared by the Company without audit. In the opinion of the Company’s management, all necessary adjustments (consisting
of normal recurring accruals) have been included to make the Company’s financial position as of March 31, 2015 and its results
of operations and cash flows for the three months ended March 31, 2015 not misleading. The results of operations for the three
months ended March 31, 2015 are not necessarily indicative of the results to be expected for any full year or any other interim
period.
The Company has evaluated events which have occurred subsequent
to March 31, 2015, and through the date of the filing of this Quarterly Report on Form 10-Q with the SEC, and has determined that
no subsequent events have occurred after the current reporting period.
NOTE 2 – Liquidity
As of March 31, 2015, the Company had cash of $460,245 and had
a working capital surplus of $762,523. The Company generated revenue of $2,710,142 and net losses of $136,592 for the three months
ended March 31, 2015.
On May 17, 2013, the Company entered into a loan agreement with
PNC Bank (the “PNC Loan Agreement”). The PNC Loan Agreement contained three components: (i) a $2,500,000 non-revolving
acquisition line of credit (the “PNC Acquisition Line”); (ii) a $1,150,000 working capital line (the “PNC Working
Capital Line”); and (iii) a $280,920 term loan (the “PNC Term Loan”). Substantially all assets of the Company
are pledged as collateral under the PNC Loan Agreement.
Proceeds of the PNC Acquisition Line were able to be dispersed,
based on parameters defined in the PNC Loan Agreement, until May 17, 2014 (the “Conversion Date”). As of the Conversion
Date, there was $1,350,000 outstanding under the PNC Acquisition Line. The payment terms provide that 30 days following the Conversion
Date, and continuing on the same day of each month thereafter, the Company is required to make equal payments of principal over
a 60 month period. Interest on the outstanding principal continues to accrue at a rate equal to one-month LIBOR plus 275 basis
points (2.93% as of March 31, 2015). As of March 31, 2015, the outstanding balance of the PNC Acquisition Line was $1,125,000.
The PNC Working Capital Line may be dispersed for working capital
and general corporate purposes. Interest on outstanding principal accrues at a rate equal to daily LIBOR plus 250 basis points
(2.68 % as of March 31, 2015) and the PNC Working Capital Line is annually renewable at PNC Bank’s option. As of March 31,
2015, the outstanding balance of the PNC Working Capital Line was $550,000.
The PNC Term Loan was dispersed to settle miscellaneous Company
debt of the same amount. Interest on outstanding principal accrues at a rate equal to one-month LIBOR plus 275 basis points (2.93%
as of March 31, 2015) with principal and interest payments shall be made over a 34 month period. At March 31, 2015, $104,342 was
outstanding.
The Company is party to a concession agreement, dated as of
November 1, 2008, with the City of New York for the operation of the Downtown Manhattan Heliport (the “Concession Agreement”).
Pursuant to the terms of the Concession Agreement, the Company must pay the greater of 18% of the first $5,000,000 in program year
gross receipts and 25% of gross receipts in excess of $5 million or minimum annual guaranteed payments. The Company paid the City
of New York $1,200,000 in the first year of the term and minimum payments are scheduled to increase to approximately $1,700,000
in the final year of Concession Agreement, which expires on October 31, 2018. During the three months ended March 31, 2015 and
2014, the Company incurred approximately $403,000 and $334,000 in concession fees, respectively, which is recorded in the cost
of revenue.
SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(UNAUDITED)
NOTE 3 - Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of
the Company and our wholly-owned subsidiaries, FirstFlight Heliports, LLC (“FFH”), our FBO at Garden City (Kansas)
Regional Airport (“FBOGC”) and Phoenix Rising Aviation, Inc. (“PRA”). All significant inter-company accounts
and transactions have been eliminated in consolidation.
Net Income Per Common Share
Net (loss)/income was $(136,592) and $11,869 for the three months
ended March 31, 2015 and 2014, respectively. Basic net income per share applicable to common stockholders is computed based on
the weighted average number of shares of the Company’s common stock outstanding during the periods presented. Diluted net
income per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were
exercised or converted into common stock. Potentially dilutive securities, consisting of options and warrants, are excluded from
the calculation of the diluted income per share when their exercise prices were greater than the average market price of the common
stock during the period.
The following table sets forth the components used in the computation
of basic net income per share:
| |
For the Three Months Ended March 31, | |
| |
2015 | | |
2014(1) | |
Weighted average common shares outstanding, basic | |
| 33,107,610 | | |
| 33,104,277 | |
Common shares upon exercise of options | |
| 711,187 | | |
| 430,381 | |
Common shares upon exercise of warrants | |
| 39,721 | | |
| 1,369,723 | |
Weighted average common shares outstanding, diluted | |
| 33,858,518 | | |
| 34,904,380 | |
(1) Potential common shares of 750,000 for the three months
ended March 31, 2014 were excluded from the computation of diluted earnings as their exercise prices were greater than the average
market price of the common stock during the period.
Stock Based Compensation
Stock-based compensation expense for all share-based payment
awards are based on the grant-date fair value. The Company recognizes these compensation costs over the requisite service period
of the award, which is generally the option vesting term. For the three months ended March 31, 2015 and 2014, the Company incurred
stock-based compensation costs of $8,500 and $7,689 respectively. Such amounts have been recorded as part of the Company’s
selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. As of March 31,
2015, the unamortized fair value of the options totaled $12,750.
Option valuation models require the input of highly subjective
assumptions, including the expected life of the option. In management's opinion, the use of such option valuation models does not
necessarily provide a reliable single measure of the fair value of the Company’s employee stock options. Management holds
this view partly because the Company's employee stock options have characteristics significantly different from those of traded
options and also because changes in the subjective input assumptions can materially affect the fair value estimate.
Recently Issued Accounting Pronouncements
In April 2014, the FASB issued Accounting Standards Update No.
2014-08 “Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360) – Reporting
Discontinued Operations and Disclosures of Disposals of Components of an Entity” (ASU 2014-08) which requires entities to
change the criteria for reporting discontinued operations and enhance convergence of the FASB’s and International Accounting
Standard Board’s (IASB) reporting requirements for discontinued operations so as not to be overly complex or difficult to
apply to stakeholders. Only those disposals of components of an entity that represent a strategic shift that has (or will have)
a major effect on the entity’s operations and financial results will be reported as discontinued operations in the financial
statements. ASU 2014-08 is effective for fiscal years beginning on or after December 15, 2014 and interim periods thereafter. ASU
2014-08 will be effective for the Company’s financial statements for fiscal years beginning January 1, 2015. Based on the
Company’s evaluation of ASU 2014-08, the adoption of this statement on January 1, 2015 will not have a material impact on
the Company’s financial statements.
SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(UNAUDITED)
NOTE 4 - Inventories
Inventories consist primarily of maintenance parts and aviation
fuel, which the Company sells to its customers. The Company also maintains fuel inventories for commercial airlines, to which it
charges into-plane fees when servicing commercial aircraft. A summary of inventories as of March 31, 2015 and December 31, 2014
is set forth in the table below:
| |
March 31, 2015 | | |
December 31, 2014 | |
Parts inventory | |
$ | 215,762 | | |
$ | 219,374 | |
Fuel inventory | |
| 56,670 | | |
| 68,891 | |
Other inventory | |
| 11,507 | | |
| 11,074 | |
Total inventory | |
$ | 283,939 | | |
$ | 299,339 | |
Included in inventories are amounts held for third parties of
$82,245 and $76,021 as of March 31, 2015 and December 31, 2014, respectively, with an offsetting liability included as part of
accrued expenses.
NOTE 5 – Related Parties
The law firm of Wachtel & Missry, LLP provides certain legal
services to the Company and its subsidiaries from time to time. William B. Wachtel, Chairman of the Company’s Board of Directors,
is a managing partner of such firm. During the three months ended March 31, 2015 and 2014, no services were provided to the Company
by Wachtel & Missry, LLP.
NOTE 6 - Litigation
From time to time, the Company and /or its subsidiaries may
be a party to one or more claims or disputes which may result in litigation. The Company's management does not, however, presently
expect that any such matters will have a material adverse effect on the Company's business, financial condition or results of operations.
Item 2 - Management’s Discussion and Analysis of Financial
Condition and Results of Operations
The following discussion
should be read together with the accompanying consolidated condensed financial statements and related notes in this report. This
Item 2 contains forward-looking statements that involve risks and uncertainties. Undue reliance should not be placed on these forward-looking
statements, which speak only as of the date of this report. Actual results may differ materially from those expressed or implied
in such forward-looking statements. Factors which could cause actual results to differ materially are discussed throughout this
report and include, but are not limited to, those set forth at the end of this Item 2 under the heading "Cautionary Statement
Regarding Forward Looking Statements." Additional factors are under the heading “Risk Factors” in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2014.
The terms “we,” “us,”
and “our” are used below to refer collectively to the Company and the subsidiaries through which our various businesses
are actually conducted.
OVERVIEW
Saker Aviation Services,
Inc. (“we”, “us”, “our”) is a Nevada corporation. Our common stock, $0.001 par value per share
(the “common stock”), is publicly traded on the OTCQB Marketplace (“OTCQB”) under the symbol “SKAS”. Through
our subsidiaries, we operate in the aviation services segment of the general aviation industry, in which we serve as the operator
of a heliport, a fixed base operation (“FBO”), as a provider of aircraft maintenance, repair and overhaul (“MRO”)
services, and as a consultant for a seaplane base that we do not own. FBOs provide ground-based services, such as fueling
and aircraft storage for general aviation, commercial and military aircraft, and other miscellaneous services.
We were formed on January
17, 2003 as a proprietorship and were incorporated in Arizona on January 2, 2004. We became a public company as a result
of a reverse merger transaction on August 20, 2004 with Shadows Bend Development, Inc., an inactive public Nevada corporation,
and subsequently changed our name to FBO Air, Inc. On December 12, 2006, we changed our name to FirstFlight, Inc. On
September 2, 2009, we changed our name to Saker Aviation Services, Inc.
Our business activities
are carried out as the operator of the Downtown Manhattan (New York) Heliport, as an FBO at the Garden City (Kansas) Regional Airport,
as an MRO at the Bartlesville (Oklahoma) Municipal Airport, and as a consultant to the operator of a seaplane base in New York
City.
The Garden City facility
became part of our company as a result of our acquisition of the FBO assets of Central Plains Aviation, Inc. (“CPA”)
in March 2005.
Our business activities
at the Downtown Manhattan (New York) Heliport facility (the “Heliport”) commenced as a result of the Company’s
award of the Concession Agreement by the City of New York to operate the Heliport, which we assigned to our subsidiary, FirstFlight
Heliports, LLC d/b/a Saker Aviation Services (“FFH”). See Note 2 to the condensed consolidated financial statements
included in Item 1. of this report.
The Bartlesville facility
became part of our company as a result of our acquisition of all of the outstanding stock of Phoenix Rising Aviation, Inc. (“PRA”)
on August 15, 2013.
The FBO segment of
the general aviation industry is highly fragmented. According to the National Air Transportation Association (“NATA”),
there are over 3,000 FBOs that serve customers at one or more of over 3,000 airport facilities across the country that have at
least one paved 3,000-foot runway. The vast majority of these entities are single location operators. NATA characterizes companies
with operations at three or more airports as “chains.” An operation with FBOs in at least two distinctive regions of
the country is considered a “national” chain while an operation with FBOs in multiple locations within a single region
is considered a “regional” chain.
REVENUE AND OPERATING RESULTS
Comparison of the Three Months Ended
March 31, 2015 and March 31, 2014.
REVENUE
Revenue decreased by
11.0 percent to $2,710,142 for the three months ended March 31, 2015 as compared with corresponding prior-year period revenue of
$3,045,439.
For the three months
ended March 31, 2015, revenue associated with the sale of jet fuel, aviation gasoline and related items decreased by 21.3 percent
to approximately $1,015,000 as compared to approximately $1,300,000 in the three months ended March 31, 2014. The decrease
was largely attributable to a lower volume of gallons, particularly gallons associated with our general aviation fueling operations. The
general aviation category experienced a significantly higher demand in the quarter ended March 31, 2014, which demand did not recur
during the same period in 2015.
For the three months
ended March 31, 2015, revenue associated with services and supply items decreased by 5.0 percent to approximately $1,650,000 as
compared to approximately $1,700,000 in the three months ended March 31, 2014. The decrease was largely attributable to higher
levels of activity and related revenue in our Heliport operations offset by a decline in demand for maintenance services at our
Oklahoma MRO, as compared to the same period last year.
For the three months
ended March 31, 2015, all other revenue increased by 89.7 percent to approximately $53,000 as compared to approximately $28,000
in the three months ended March 31, 2014. The increase was largely attributable to miscellaneous revenue recorded in the three
months ended March 31, 2015 that did not occur in the same period last year.
GROSS PROFIT
Total gross profit
decreased 3.0 percent to $1,216,418 in the three months ended March 31, 2015 as compared with the three months ended March 31,
2014. Gross margin increased to 44.9 percent in the three months ended March 31, 2015 as compared to 41.2% percent in
the same period in the prior year. The decrease in gross profit related to a decline in demand for maintenance services at our
Oklahoma MRO as compared to the same period last year.
OPERATING EXPENSE
Selling, General and Administrative
Total selling, general
and administrative expenses, or SG&A, were $1,338,714 in the three months ended March 31, 2015, representing an increase of
approximately $126,019 or 9.4 percent, as compared to the same period in 2014. The overall increase in SG&A was largely attributable
to additional costs related to the higher levels of activity in our Heliport operations.
SG&A associated
with our aviation services operations were approximately $1,250,000 in the three months ended March 31, 2015, representing an increase
of approximately $100,000, or 10.2 percent, as compared to the three months ended March 31, 2014. SG&A associated
with our FBO operations, as a percentage of revenue, was 46.1 percent for the three months ended March 31, 2015, as compared with
37.2 percent in the corresponding prior year period. The increased operating expenses were largely attributable to additional costs
related to the higher levels of activity in our Heliport operations.
Corporate SG&A
was approximately $90,000 for the three months ended March 31, 2015, representing a decrease of approximately $1,000 as compared
with the corresponding prior year period.
OPERATING INCOME
Operating loss for
the three months ended March 31, 2015 was $(122,296) as compared to operating income of $41,510 in the three months ended March
31, 2014. The decline on a year-over-year basis was driven by a decrease in demand for maintenance services at our Oklahoma
MRO and other factors as identified above.
Depreciation and Amortization
Depreciation and amortization
was approximately $151,000 and $131,000 for the three months ended March 31, 2015 and 2014, respectively.
Interest Income/Expense
Interest income for
the three months ended March 31, 2015 was $0 as compared to $3,200 in the three months ended March 31, 2014. Interest expense for
the three months ended March 31, 2015 was approximately $14,000 as compared to $25,000 in the same period in 2014.
Income Tax
Income tax expense
for the three months ended March 31, 2015 was $0 as compared to approximately $14,000 during the same period in 2014. The change
on a year-over-year basis is due to a loss in the three months ended March 31, 2015 as compared to income in the same period in
2014.
Net (Loss) Income Per Share
Net (loss) income was
$(136,592) and $11,869 for the three months ended March 31, 2015 and 2014, respectively. The decline in results is an
outcome of the factors described above.
Basic and diluted net
(loss) income per share for each of the three month periods ended March 31, 2015 and 2014 was $0.00.
LIQUIDITY
AND CAPITAL RESOURCES
As of March 31, 2015,
we had cash and cash equivalents of $460,245 and a working capital surplus of $762,523. We generated revenue of $2,710,142 and
net losses of $136,592 for the three months ended March 31, 2015. For the three months ended March 31, 2015, cash flows
included net cash provided by operating activities of $37,821, net cash used in investing activities of $14,248, and net cash used
in financing activities of $94,331.
On May 17, 2013, the Company entered into
a loan agreement with PNC Bank (the “PNC Loan Agreement”). The PNC Loan Agreement contained three components:
(i) a $2,500,000 non-revolving acquisition line of credit (the “PNC Acquisition Line”); (ii) a $1,150,000 working capital
line (the “PNC Working Capital Line”); and (iii) a $280,920 term loan (the “PNC Term Loan”). Substantially
all assets of the Company are pledged as collateral under the PNC Loan Agreement.
Proceeds of the PNC Acquisition Line were
able to be dispersed, based on parameters defined in the PNC Loan Agreement, until May 17, 2014 (the “Conversion Date”).
As of the Conversion Date, there was $1,350,000 outstanding under the PNC Acquisition Line. The payment terms provide
that 30 days following the Conversion Date, and continuing on the same day of each month thereafter, the Company is required to
make equal payments of principal over a 60 month period. Interest on the outstanding principal continues to accrue at
a rate equal to one-month LIBOR plus 275 basis points (2.93% as of March 31, 2015). As of March 31, 2015, there was $1,125,000
outstanding under the PNC Acquisition Line.
The PNC Working Capital Line may be dispersed
for working capital and general corporate purposes. Interest on outstanding principal accrues at a rate equal to daily
LIBOR plus 250 basis points (2.68% as of March 31, 2015) and the PNC Working Capital Line is annually renewable at PNC Bank’s
option. As of March 31, 2015, the outstanding balance of the PNC Working Capital Line was $550,000.
The PNC Term Loan was dispersed to settle
miscellaneous Company debt of the same amount. Interest on outstanding principal accrues at a rate equal to one-month
LIBOR plus 275 basis points (2.93% as of March 31, 2015) and principal and interest payments shall be made over a 34 month period. At
March 31, 2015, $ 104,342 was outstanding.
The Company is party to a concession agreement,
dated as of November 1, 2008, with the City of New York for the operation of the Downtown Manhattan Heliport (the “Concession
Agreement”). Pursuant to the terms of the Concession Agreement, the Company must pay the greater of 18% of the
first $5,000,000 in program year gross receipts and 25% of gross receipts in excess of $5 million or minimum annual guaranteed
payments. The Company paid the City of New York $1,200,000 in the first year of the term and minimum payments are scheduled to
increase to approximately $1,700,000 in the final year of Concession Agreement, which expires on October 31, 2018. During
the three months ended March 31, 2015 and 2014, the Company incurred approximately $403,000 and $334,000 in concession fees, respectively,
which is recorded in cost of revenue.
During the three months
ended March 31, 2015, we had a net decrease in cash of $70,758. Our sources and uses of funds during this period were as follows:
Cash from Operating Activities
For the three months
ended March 31, 2015, net cash provided by operating activities was $37,821. This amount included a decrease in operating cash
related to net loss of $(136,592) and additions for the following items: (i) depreciation and amortization, $151,210 ; (ii) stock
based compensation, $8,500 ; (iii) accounts receivable, trade, $591,864; (iv) inventories, $15,400; and (v) prepaid expenses and
other current assets, $237,990. These increases in operating activities were offset by the following decreases: (i) accounts payable,
$507,664; (ii) customer deposits, $5,747; and (iii) accrued expenses, $317,140.
For the three months
ended March 31, 2014, net cash used in operating activities was $32,384. This amount included an increase in operating cash related
to net income of $11,869 and additions for the following items: (i) depreciation and amortization, $130,820; (ii) stock based compensation,
$7,689; (iii) accounts receivable, trade, $252,569; (iv) inventories, $15,488; (v) deposits, $1,500; (vi) deferred income taxes,
$9,000; and (vii) customer, deposits, $33,210. These increases in operating activities were offset by the following
decreases: (i) prepaid expenses and other current assets, $272,469; (ii) accounts payable, $70,714; and (iii) accrued expenses,
$151,346.
Cash from Investing Activities
For the three months
ended March 31, 2015, net cash of $14,248 was used in investing activities for the purchase of property and equipment. For
the three months ended March 31, 2014, net cash of $9,221 was provided by investing activities for the payment of note receivable
of $28,299; offset by the purchase of $19,078 in property and equipment.
Cash from Financing Activities
For the three months
ended March 31, 2015, net cash used in financing activities was $94,331 for the repayment of notes payable. For the
three months ended March 31, 2014, net cash used in financing activities was $28,778, consisting of a drawdown from the line of
credit of $125,000 offset by the repayment of notes payable of $153,778.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Recent Accounting Pronouncements
In April 2014, the FASB issued Accounting
Standards Update No. 2014-08 “Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360)
– Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” (ASU 2014-08) which requires
entities to change the criteria for reporting discontinued operations and enhance convergence of the FASB’s and International
Accounting Standard Board’s (IASB) reporting requirements for discontinued operations so as not to be overly complex or difficult
to apply to stakeholders. Only those disposals of components of an entity that represent a strategic shift that has (or will have)
a major effect on the entity’s operations and financial results will be reported as discontinued operations in the financial
statements. ASU 2014-08 is effective for fiscal years beginning on or after December 15, 2014 and interim periods thereafter. ASU
2014-08 will be effective for the Company’s financial statements for fiscal years beginning January 1, 2015. Based on the
Company’s evaluation of ASU 2014-08, the adoption of this statement on January 1, 2015 did not have a material impact on
the Company’s financial statements.
CAUTIONARY
STATEMENT FOR FORWARD-LOOKING STATEMENTS
Statements
contained in this report may contain information that includes or is based upon "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. These forward-looking statements represent management's
current judgment and assumptions, and can be identified by the fact that they do not relate strictly to historical or current facts.
Forward-looking statements are frequently accompanied by the use of such words as "anticipates," "plans," "believes,"
"expects," "projects," "intends," and similar expressions. Such forward-looking statements involve
known and unknown risks, uncertainties, and other factors, including, but not limited to, those relating to:
| § | our ability to secure the additional debt
or equity financing, if required, to execute our business plan; |
| § | our ability to identify, negotiate and complete
the acquisition of targeted operators and/or other businesses, consistent with our business plan; |
| § | existing or new competitors consolidating
operators ahead of us; |
| § | our ability to attract new personnel or
retain existing personnel, which would adversely affect implementation of our overall business strategy. |
Any one of these or
other risks, uncertainties, other factors, or any inaccurate assumptions made by the Company may cause actual results to be materially
different from those described herein or elsewhere by us. Undue reliance should not be replaced on any such forward-looking statements,
which speak only as of the date they were made. Certain of these risks, uncertainties, and other factors are described in greater
detail in our Annual Report on Form 10-K for the year ended December 31, 2014 and in other filings we make with the Securities
and Exchange Commission. Subsequent written and oral forward-looking statements attributable to us or to persons acting on our
behalf are expressly qualified in their entirety by the cautionary statements set forth above and elsewhere in our reports filed
with the Securities and Exchange Commission. We expressly disclaim any intent or obligation to update any forward-looking statements,
except as may be required by law.
Item 3 – Quantitative and Qualitative Disclosures about
Market Risk
Not applicable.
Item 4 – Controls and Procedures
Evaluation of Disclosure Controls and
Procedures
Management, including
our President, Chief Executive Officer and our principal financial officer, has evaluated the effectiveness of the design and operation
of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based
upon, and as of the date of that evaluation, our President, Chief Executive Officer and principal financial officer concluded that
our disclosure controls and procedures were effective, in all material respects, to ensure that information required to be disclosed
in the reports filed and submitted by us under the Securities Exchange Act of 1934, as amended, is (i) recorded, processed,
summarized and reported as and when required, and (ii) is accumulated and communicated to our management, including our President,
Chief Executive Officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial
Reporting
There has been no change
in our internal control over financial reporting that occurred during the fiscal quarter covered by this Quarterly Report on Form
10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
Item 6. Exhibits
Exhibit No. |
|
Description of Exhibit |
|
|
|
31.1 |
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Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer (principal executive officer). * |
|
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31.2 |
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Rule 13a-14(a)/15d-14(a) Certification of President (principal financial officer). * |
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32.1 |
|
Section 1350 Certification. * |
|
|
|
101.INS |
|
XBRL Instance Document. * |
|
|
|
101.SCH |
|
XBRL Taxonomy Extension Schema Document. * |
|
|
|
101.CAL |
|
XBRL Taxonomy Extension Calculation Linkbase Document. * |
|
|
|
101.DEF |
|
XBRL Taxonomy Extension Definition Linkbase Document. * |
|
|
|
101.LAB |
|
XBRL Taxonomy Extension Label Linkbase Document. * |
|
|
|
101.PRE |
|
XBRL Taxonomy Extension Presentation Linkbase Document. * |
* Filed herewith
SIGNATURES
Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
|
|
Saker Aviation Services, Inc. |
|
|
|
|
Date: |
May 15, 2015 |
By: |
/s/ Ronald J. Ricciardi |
|
|
|
Ronald J. Ricciardi |
|
|
|
President |
EXHIBIT 31.1
Certification of Chief Executive Officer
(principal executive officer)
Pursuant To Rule 13a-14(a)/15d-14(a)
I, Alvin S. Trenk, certify that:
1. I have reviewed this Quarterly Report
on Form 10-Q of Saker Aviation Services, Inc.;
2. Based on my knowledge, this 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 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 report;
4. 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)) 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 subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) Evaluated the effectiveness of the
registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(c) 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
5. 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.
Date: May 15, 2015
By: /s/ Alvin S. Trenk |
|
|
|
Alvin S. Trenk |
|
Chief Executive Officer (principal executive officer) |
|
EXHIBIT 31.2
Certification of President
(principal financial officer)
Pursuant To Rule 13a-14(a)/15d-14(a)
I, Ronald J. Ricciardi, certify that:
1. I have reviewed
this Quarterly Report on Form 10-Q of Saker Aviation Services, Inc.;
2. Based on my knowledge,
this 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 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 report;
4. 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)) 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
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being
prepared; |
| (b) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented
in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and |
| (c) | 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 |
5. 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. |
Date: May 15, 2015 |
|
|
|
By: /s/ Ronald J. Ricciardi |
|
|
|
Ronald J. Ricciardi |
|
President (principal financial officer) |
|
EXHIBIT 32.1
Section 1350 Certification
Pursuant to U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 (“Section 906”), Ronald J. Ricciardi, the President and Chief Executive Officer
(principal executive officer and principal financial officer) of Saker Aviation Services, Inc. does hereby certify that:
| 1. | The Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2015 (the “Report”) of Saker Aviation Services, Inc. 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 operation of Saker Aviation Services, Inc. |
Date: May 15, 2015 |
By: |
/s/ Alvin S. Trenk |
|
|
Alvin S. Trenk |
|
|
Chief Executive Officer |
|
|
(principal executive officer) |
|
|
|
Date: May 15, 2015 |
By: |
/s/ Ronald J. Ricciardi |
|
|
Ronald J. Ricciardi |
|
|
President |
|
|
(principal financial officer) |
A signed original of this written statement required by Section
906 has been provided to Saker Aviation Services, Inc. and will be retained by Saker Aviation Services, Inc., and furnished to
the Securities and Exchange Commission or its staff upon request.
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