Quarterly Report (10-q)

Date : 05/15/2019 @ 7:53PM
Source : Edgar (US Regulatory)
Stock : Saker Aviation Services Inc. (SKAS)
Quote : 5.5  0.0 (0.00%) @ 12:34PM

Quarterly Report (10-q)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

(Mark One)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For The Quarterly Period Ended March 31, 201 9

 

or

 

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 ☒         No ☐

Indicate by check mark whether the registrant has submitted electronically 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 such files).

Yes ☒         No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 ☐

Accelerated filer

 ☐

Non-accelerated filer

  ☒

Smaller reporting company

 ☒

                                        Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐          No ☒

Securities registered pursuant to Section 12(b) of the Act: None

 

As of May 15, 2019, the registrant had 1,007,293 shares of its common stock, $0.03 par value, issued and outstanding.

 

i

 
 

 

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

Form 10-Q

March 31, 201 9

 

 

Index

 

PART I - FINANCIAL INFORMATION

 

 

 

 

 

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Page

 

 

 

 

 

 

Balance Sheets as of March 31, 2019 (unaudited) and December 31, 2018

1

 

 

 

 

 

 

Statements of Operations for the Three Months Ended March 31, 2019 and 2018 (unaudited)

2

       
   

Statements of Stockholders’ Equity for the Three Months Ended March 31, 2019 and 2018 (unaudited)

3

       

 

 

Statements of Cash Flows for the Three Months Ended March 31, 2019 and 2018 (unaudited)

4

 

 

 

 

 

Notes to Financial Statements (unaudited)

5

 

 

 

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND  RESULTS OF OPERATIONS

9
       

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  

15

       

 

ITEM 4. CONTROLS AND PROCEDURES

15

 

 

 

 

PART II - OTHER INFORMATION

 

 

 

 

 

 

ITEM 6. EXHIBITS

16

 

 

 

 

SIGNATURES

17

 

ii

 
 

 

PART I - FINANCIAL INFORMATION

 

Item 1 - Financial Statements

 

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

   

March 31,

2019

   

December 31,

2018

 
   

(unaudited)

         
ASSETS                

CURRENT ASSETS

               

Cash

  $ 2,951,197     $ 2,838,649  

Accounts receivable

    541,164       847,814  

Inventories

    190,592       170,865  

Notes receivable – current portion

    546,036       270,000  

Prepaid expenses and other current assets

    453,987       566,474  

Total current assets

    4,682,976       4,693,802  
                 

PROPERTY AND EQUIPMENT , net of accumulated depreciation and amortization of $3,617,057 and $3,630,731 as of March 31, 2019 and December 31, 2018, respectively

    250,327       388,072  
                 

OTHER ASSETS

               

Deposits

    2,512       2,512  

Right of use assets

    534,969       ---  

Goodwill

    750,000       750,000  

Deferred income taxes

    507,000       507,000  

Total other assets

    1,794,481       1,259,512  

TOTAL ASSETS

  $ 6,727,784     $ 6,341,386  
                 

LIABILITIES AND STOCKHOLDERS' EQUITY

               
                 

CURRENT LIABILITIES

               

Accounts payable

  $ 368,572     $ 348,291  

Customer deposits

    128,704       126,843  

Accrued expenses

    303,511       288,630  

Notes payable – current portion

    29,889       57,722  

Right of use leases payable – current portion

    59,641       ---  

Total current liabilities

    890,317       821,486  
                 

LONG-TERM LIABILITIES

               

Notes payable – less current portion

    ---       173,399  

Right of use leases payable - less current portion

    430,130       ---  

Total liabilities

    1,320,447       994,885  
                 

STOCKHOLDERS’ EQUITY

               

Preferred stock - $0.03 par value; authorized 333,306; none issued and outstanding

               

Common stock - $0.03 par value; authorized 3,333,334; 1,007,293 and 1,006,768 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively

    30,219       30,203  

Additional paid-in capital

    19,765,323       19,756,839  

Accumulated deficit

    (14,388,205 )     (14,440,541 )

TOTAL STOCKHOLDERS’ EQUITY

    5,407,337       5,346,501  

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

  $ 6,727,784     $ 6,341,386  

 

See notes to condensed consolidated financial statements.

 

1

 
 

 

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

   

For the Three Months Ended

March 31,

 
   

2019

   

2018

 
                 

REVENUE

  $ 2,072,772     $ 2,078,489  
                 

COST OF REVENUE

    1,183,237       1,408,125  
                 

GROSS PROFIT

    889,535       670,364  
                 

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

    831,956       904,195  
                 

OPERATING INCOME ( LOSS ) FROM OPERATIONS

    57,579       (233,831 )
                 

OTHER INCOME (EXPENSE):

               

INTEREST INCOME

    8,408       14,067  

INTEREST (EXPENSE)

    (2,651 )     (3,799 )

NET OTHER INCOME

    5,757       10,268  
                 

INCOME (LOSS) FROM OPERATIONS, before income taxes

    63,336       (223,563 )
                 

INCOME TAX EXPENSE

    (11,000 )     ---  
                 

NET INCOME (LOSS)

  $ 52,336     $ (223,563 )
                 

Basic and Diluted Net Income (Loss) Per Common Share

  $ 0.05     $ (0.21 )
                 

Weighted Average Number of Common Shares – Basic

    1,007,293       1,067,281  
                 

Weighted Average Number of Common Shares – Diluted

    1,019,572       1,084,766  

                                                                            


 

See notes to condensed consolidated financial statements.

 

2

 
 

 

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY 

(UNAUDITED) 

 

                   

Additional

           

Total

 
   

Common Stock

   

Paid-in

   

Accumulated

   

Stockholders’

 
   

Shares

   

Amount

   

Capital

   

Deficit

   

Equity

 

BALANCE – January 1, 2018

    1,070,586     $ 32,117     $ 19,896,744     $ (14,752,077 )   $ 5,176,784  
                                         

Amortization of stock based compensation

                    8,500               8,500  
                                         

Repurchase and cancellation of Common Stock

    (4,647 )     (139 )     (15,195 )             (15,334 )
                                         

Net income

                            (223,563 )     (223,563 )
                                         

BALANCE – March 31, 2018

    1,065,939     $ 31,978     $ 19,890,049     $ (14,975,640 )   $ 4,946,387  
                                         

BALANCE – January 1, 2019

    1,006,768     $ 30,203     $ 19,756,839     $ (14,440,541 )   $ 5,346,501  
                                         

Issuance of additional Common Stock in connection with reverse split

    525       16       (16 )             0  
                                         

Amortization of stock based compensation

                    8,500               8,500  
                                         

Net income

                            52,336       52,336  
                                         

BALANCE – March 31, 2019

    1,007,293     $ 30,219     $ 19,765,323     $ (14,388,205 )   $ 5,407,337  

 


See notes to condensed consolidated financial statements.

 

3

 
 

 

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

   

Three Months Ended

March 31,

 
   

2019

   

2018

 

CASH FLOWS FROM OPERATING ACTIVITIES

               

Net income (loss)

  $ 52,336     $ (223,563 )

Adjustments to reconcile net loss to net cash provided by operating activities:

               

Depreciation and amortization

    21,818       140,833  

Stock based compensation

    8,500       8,500  

Changes in operating assets and liabilities:

               

Accounts receivable, trade

    30,614       497,099  

Inventories

    (19,727 )     3,471  

Prepaid expenses and other current assets

    112,487       179,655  

Customer Deposits

    1,861       13,261  

Accounts payable

    20,281       (117,889 )

Accrued expenses

    14,881       (65,016 )

TOTAL ADJUSTMENTS

    190,715       659,914  
                 

NET CASH PROVIDED BY OPERATING ACTIVITIES

    243,051       436,351  
                 

CASH FLOWS FROM INVESTING ACTIVITIES

               

Purchase of property and equipment

    (42,128 )     (19,094 )

NET CASH USED IN INVESTING ACTIVITIES

    (42,128 )     (19,094 )
                 

CASH FLOWS FROM FINANCING ACTIVITIES

               

Repurchase and cancellation of common stock

    ---       (15,334 )

Repayment of right of use leases payable

    (6,147 )     ---  

Repayment of notes payable

    (82,228 )     (44,019 )

NET CASH USED IN FINANCING ACTIVITIES

    (88,375 )     (59,353 )
                 

NET CHANGE IN CASH

    112,548       357,904  
                 

CASH – Beginning

    2,838,649       1,724,504  

CASH – Ending

  $ 2,951,197     $ 2,082,408  
                 

NON-CASH OPERATING AND INVESTING ACTIVITIES:

               

Change in Accounts Receivable through issuance of a Note Receivable

  $ 276,036     $ 750,264  
                 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

               

Cash paid during the periods for:

               

Interest

  $ 2,651     $ 3,799  

 


See notes to condensed consolidated financial statements.

 

4

 

 

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, 2018.

 

The condensed consolidated balance sheet as of March 31, 2019 and the condensed consolidated statements of operations and cash flows for the three months ended March 31, 2019 and 2018 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, 2019 and its results of operations and cash flows for the three months ended March 31, 2019 not misleading. The results of operations for the three months ended March 31, 2019 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, 2019, and through the date of the filing of this Quarterly Report on Form 10-Q with the Securities and Exchange Commission (“SEC”), and has determined that no subsequent events have occurred after the current reporting period.

 

 

NOTE 2 – Liquidity and Material Agreements

 

As of March 31, 2019, we had cash of $2,951,197 and a working capital surplus of $3,792,659. We generated revenue of $2,072,772 and net income of $52,336 for the three months ended March 31, 2019.

 

As disclosed in a Current Report on Form 8-K filed on March 21, 2018 with the SEC, on March 15, 2018 we entered into a loan agreement (the “Loan Agreement”) with Key Bank National Association (the “Bank”). The Loan Agreement contains three components: (i) a $2,500,000 acquisition line of credit (the “Key Bank Acquisition Note”); (ii) a $1,000,000 revolving line of credit (the “Key Bank Revolver Note”); and (iii) a $338,481 term loan (the “Key Bank Term Note”).

 

Proceeds of the Key Bank Acquisition Note were to be dispersed pursuant to a multiple draw demand note dated as of the agreement date, where the Company could, at the discretion of the Bank, borrow up to an aggregate amount of $2,500,000, to be used for the Company’s acquisition of one or more business entities. The Company was required to make consecutive monthly payments of interest, calculated at a rate per annum equal to one-day LIBOR (adjusted daily) plus 2.75%, on any outstanding principal under the Key Bank Acquisition Note from the date of its issuance through September 15, 2018 (the “Conversion Date”).

 

At any time through and including the Conversion Date, at the Bank’s discretion, the Company had the opportunity to request that any loan made under the Key Bank Acquisition Note be converted into a term loan to be repaid in full, including accrued interest, by consecutive monthly payments over a 48 month amortization period beginning after the Conversion Date. For any loan that was not converted into a term loan on or before the Conversion Date, the Company would have been required to begin making monthly payments of principal and interest after the Conversion Date, over a 48 month amortization period, after which the remaining unpaid principal and accrued interest would become due and payable. All loans under the Key Bank Acquisition Note would, after the Conversion Date, accrue interest at a rate per annum equal to the Bank’s four year cost of funds rate plus 2.5%. As of the Conversion Date, there were no amounts due under the Key Bank Acquisition Note and no amounts had been converted to a term loan.

 

On October 11, 2018, the Company entered into a new loan agreement with the Bank (the “Change of Terms Agreement”) which modified the original terms of the Key Bank Acquisition Note. Under the Change of Terms Agreement, the Company may continue to, at the discretion of the Bank, borrow up to an aggregate amount of $2,500,000 through September 1, 2019 (the “Maturity Date”), to be used for the Company’s acquisition of one or more business entities. The Change of Terms Agreement requires the Company to make consecutive monthly payments of interest on any outstanding principal calculated at a rate per annum equal to 4.25%. The entire principal balance, plus all accrued interest, is due in full on the Maturity Date. As of March 31, 2019, there are no amounts due under the Change of Terms Agreement.

 

Proceeds from the Key Bank Revolver Note, at the discretion of the Bank, provide for the Company to borrow up to $1,000,000 for working capital and general corporate purposes. This revolving line of credit is a demand note with no stated maturity date. Borrowings under the Key Bank Revolver Note will bear interest at a rate per annum equal to one-day LIBOR (adjusted daily) plus 2.75%. The Company is required to make monthly payments of interest on any outstanding principal under the Key Bank Revolver Note and are required to pay the entire balance, including principal and all accrued and unpaid interest and fees, upon demand by the Bank. As of March 31, 2019, there were no amounts due under the Key Bank Revolver Note.

 

5

 

 

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Proceeds from the Key Bank Term Note were utilized to retire amounts previously outstanding under a $280,920 term loan from PNC Bank. Interest on outstanding principal accrues at a fixed rate of 4.85% per annum and is to be paid in equal consecutive monthly installments of $7,772 over a 48 month period. The Company has the right to prepay principal amounts due under the Key Bank Term Note early without penalty. As of March 31, 2019, $29,889 was outstanding under the Key Bank Term Note.

 

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 any program year based on cash collected (“Gross Receipts”) and 25% of Gross Receipts in excess of $5,000,000, or minimum annual guaranteed payments. During the three months ended March 31, 2019 and 2018, we incurred approximately $337,000 and $445,000 in concession fees, respectively, which are recorded in the cost of revenue.

 

As disclosed in a Current Report on Form 8-K filed with the SEC on February 5, 2016, the Company and the New York City Economic Development Corporation (the “NYCEDC”) announced new measures to reduce helicopter noise and impacts across New York City (the “Air Tour Agreement”).

  

Under the Air Tour Agreement, filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2015, the Company may not allow its tenant operators to conduct tourist flights from the Downtown Manhattan Heliport on Sundays beginning April 1, 2016. The Company was also required to ensure that its tenant operators reduce the total allowable number of tourist flights from 2015 levels by 20 percent beginning June 1, 2016, by 40 percent beginning October 1, 2016 and by 50 percent beginning January 1, 2017. Additionally, beginning on June 1, 2016, the Company was required to provide monthly written reports to the NYCEDC and the New York City Council detailing the number of tourist flights conducted out of the Downtown Manhattan Heliport compared to 2015 levels, as well as information on any tour flight that flies over land and/or strays from agreed upon routes.

 

The Air Tour Agreement also extended the Concession Agreement for 30 months, resulting in a new expiration date of April 30, 2021. The City of New York has two one year options to further extend the Concession Agreement. The Air Tour Agreement also provides that the minimum annual guarantee payments the Company is required to pay to the City of New York under the Concession Agreement be reduced by 50%, effective January 1, 2017.

 

These reductions have negatively impacted the Company’s business and financial results as well as those of its management company at the Heliport, Empire Aviation which, as previously disclosed, is owned by the children of Alvin Trenk, the Company’s former Chief Executive Officer and a former member of its Board of Directors.  The Company incurred management fees with Empire Aviation of approximately $248,000 and $125,000 during the three months ended March 31, 2019 and 2018, respectively, which is recorded in administrative expenses. The Company and Empire Aviation have also contributed to the Helicopter Tourism and Jobs Council (“HTJC”), an association that lobbies on behalf of the helicopter air tour industry, and which had engaged in discussions with the Mayor’s office.  Mr. Trenk is also an active participant with HJTC, which is managed by his grandson. One of our Directors, Sam Goldstein, serves as deputy director of HJTC.  

 

On April 20, 2018, the Company’s Kansas subsidiary entered into a purchase lease with Commerce Bank for a refueling truck (the “Truck Lease”). The Truck Lease commenced on May 1, 2018 and continues for 60 months at an interest rate of LIBOR plus 416 basis points. At the end of the Truck Lease, the Company’s subsidiary may purchase the vehicle for $1.00.

 

On January 15, 2019, the Company was issued a note by one of its customers at the Heliport. The note schedules payments of approximately $276,000 in receivables payable by such customer, has a maturity date of October 31, 2019, as amended, and carries a 7.5% rate of interest. The note payments are to be made in six monthly installments beginning May 31, 2019.

 

As disclosed in a Current Report on Form 8-K filed with the SEC on July 6, 2015, the Company entered into a stock purchase agreement, dated June 30, 2015, by and between the Company and Warren A. Peck, pursuant to which Mr. Peck purchased all of the capital stock of the Company’s wholly-owned subsidiary, Phoenix Rising Aviation, Inc. The details of the agreement are described in such Current Report as well as in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, which was filed with the SEC on April 11, 2016. The Company received $100,000 due under this agreement in September 2017 and an additional payment of $100,000 in September 2018. The Company accepted as down payment for the stock purchase the title to a Falcon 10 aircraft owned by Mr. Peck. The aircraft was subsequently sold but that sale did not close. The Company repossessed the aircraft and is in the process of re-marketing the sale. $270,000 of the Notes Receivable on the balance sheet is attributable to this transaction and the Company expects will be recouped through the sale.

 

6

 

 

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 its wholly-owned subsidiaries, FirstFlight Heliports, LLC, and its fixed base operation and aircraft maintenance and repair services at Garden City (Kansas) Regional Airport. All significant inter-company accounts and transactions have been eliminated in consolidation.

 

Net Income ( Loss ) Per Common Share

Net income (loss) was $52,336 and ($223,563) for the three months ended March 31, 2019 and 2018, respectively. Basic net income (loss) 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 (loss) 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 (loss) 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 (loss) per share:

 

   

For the Three Months Ended

March 31,

 
   

2019

   

2018

 

Weighted average common shares outstanding, basic

    1,007,293       1,067,281  

Common shares upon exercise of options

    12,279       17,486  

Weighted average common shares outstanding, diluted

    1,019,572       1,084,767  

 

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 each of the three months ended March 31, 2019 and 2018, the Company incurred stock-based compensation costs of $8,500. 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, 2019, the unamortized fair value of the options totaled $25,500.

 

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 February 2016, the FASB issued ASU No. 2016-02, “Leases” (“ASU 2016-02”), which requires an entity to recognize assets and liabilities on the balance sheet for the rights and obligations created by leased assets and provide additional disclosures. ASU 2016-02 became effective for us on January 1, 2019 and we have adopted the new standard using a modified retrospective approach.

 

 

NOTE 4 – Inventories

 

Inventory consists primarily of aviation fuel, which the Company dispenses to its customers, and parts inventory as a result of the acquisition of Aircraft Services, Inc. The Company also maintains fuel inventories for commercial airlines, to which it charges into-plane fees when servicing commercial aircraft.

 

Inventories consist of the following:

 

   

March 31,

2019

   

December 31,

2018

 

Parts inventory

  $ 85,570     $ 82,384  

Fuel inventory

    93,117       76,761  

Other inventory

    11,905       11,720  

Total inventory

  $ 190,592     $ 170,865  

 

7

 

 

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Included in fuel inventory are amounts held for third parties of $68,490 and $37,675 as of March 31, 2019 and December 31, 2018, respectively, with an offsetting liability included as part of accrued expenses.

 

 

NOTE 5 – Related Parties

 

From time to time, the law firm of Wachtel Missry, LLP provides certain legal services to the Company and its subsidiaries. William B. Wachtel, Chairman of the Company’s Board of Directors, is a managing partner of such firm. During the quarter ended March 31, 2019, no services were provided to the Company by Wachtel & Missry, LLP.

 

As described in more detail in Note 2, Liquidity and Material Agreements, the Company is party to a management agreement with Empire Aviation, an entity owned by the children of Alvin S. Trenk, the Company’s former Chief Executive Officer and a former member of our Company’s Board of Directors.

 

 

NOTE 6 – Litigation

 

From time to time, we may be a party to one or more claims or disputes which may result in litigation. However, we are currently not a party to, nor is our property subject to, any material pending legal proceedings.

 

 

NOTE 7 - Stockholders’ Equity

 

On February 27, 2019, the Company filed with the Secretary of State of the state of Nevada a certificate of amendment to our articles of incorporation. The amendment provided for a reverse stock split of the Company’s outstanding shares of common stock at a ratio of 1-for-30. This amendment further provided for a reduction in the number of authorized shares of Common Stock to 3,333,334, as well as for a reduction in the number of authorized shares of preferred stock to 333,306. The amendment had an effective date and time of 12:01 a.m. Eastern Time on March 1, 2019 for stockholders of record on February 27, 2019.

 

8

 
 

 

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, 2018.

 

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”, or “our”) is a Nevada corporation. Our common stock, $0.03 par value per share (the “common stock”), is quoted 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”), a provider of aircraft maintenance and repair services (“MRO”), 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, and as an FBO and MRO at the Garden City (Kansas) Regional Airport.

 

The Garden City facility became part of our company as a result of our acquisition of the FBO assets of Central Plains Aviation, Inc. in March 2005 and of Aircraft Services, Inc. in October 2016.

 

Our business activities at the Downtown Manhattan (New York) Heliport facility (the “Heliport”) commenced in November 2008 when we were awarded 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.

 

9

 

 

REVENUE AND OPERATING RESULTS

 

Comparison of Continuing Operations from the Three Months Ended March 31, 201 9 and March 31, 201 8 .

 

REVENUE

 

Revenue from operations decreased by 0.3 percent to $2,072,772 for the three months ended March 31, 2019 as compared with corresponding prior-year period revenue of $2,078,489.

 

For the three months ended March 31, 2019, revenue from operations associated with the sale of jet fuel, aviation gasoline and related items increased by 3.1 percent to approximately $830,000 as compared to approximately $805,000 in the three months ended March 31, 2018. This increase was attributable to higher volumes of gallons sold at both our New York and Kansas locations.

 

For the three months ended March 31, 2019, revenue from operations associated with services and supply items decreased by 6.3 percent to approximately $1,158,000 as compared to approximately $1,237,000 in the three months ended March 31, 2018. This decrease was largely attributable to the ongoing negative impact to operations at our New York Heliport as a result of a fatal helicopter accident that occurred on March 11, 2018. While the accident was independent of our operations, one of our Heliport customers was the operator of the flight. The general market impact of the accident has continued to depress activity at our Heliport.

 

For the three months ended March 31, 2019 all other revenue from operations increased by 130.60 percent to approximately $83,000 as compared to approximately $36,000 in the three months ended March 31, 2018. The increase was largely attributable to an increase in non-aeronautical revenue generated by our Heliport compared to the same period last year.

 

GROSS PROFIT

 

             Total gross profit from operations increased by 32.7 percent to $889,535 in the three months ended March 31, 2019 as compared with the three months ended March 31, 2018. Gross profit was positively impacted by an increase in non-recurring non-aeronautical revenue generated by our Heliport. Gross margin increased to 42.9 percent in the three months ended March 31, 2019 as compared to 32.3 percent in the same period in the prior year.

 

OPERATING EXPENSE

 

Selling, General and Administrative

 

Total selling, general and administrative expenses, (“SG&A”), from operations were $831,956 in the three months ended March 31, 2019, representing a decrease of approximately $72,000 or 8.0 percent, as compared to the same period in 2018.

 

SG&A from operations associated with our aviation services operations were approximately $706,000 in the three months ended March 31, 2019, representing a decrease of approximately $30,000, or 4.1 percent, as compared to the three months ended March 31, 2018. SG&A from operations associated with our FBO operations, as a percentage of revenue, was 34.1 percent for the three months ended March 31, 2018, as compared with 35.4 percent in the corresponding prior year period. The decreased operating expenses were largely attributable to reduced costs related to the lower levels of activity in our Heliport operations.

 

Corporate SG&A from operations was approximately $126,000 for the three months ended March 31, 2019, representing a decrease of approximately $42,000 as compared with the corresponding prior year period. The decrease in corporate operating expenses was largely attributable to expenses in the period ending March 31, 2018 relating to loan agreements that did not recur in 2019.

 

10

 

 

OPERATING INCOME ( LOSS )

 

Operating income from operations for the three months ended March 31, 2019 was $57,579 as compared to an operating loss of ($233,831) in the three months ended March 31, 2018. The increase in operating income on a year-over-year basis was driven by the factors described above.                  

 

Depreciation and Amortization

Depreciation and amortization was approximately $22,000 and $141,000 for the three months ended March 31, 2019 and 2018, respectively. The decrease in depreciation was attributable to the Company’s leasehold improvements becoming fully depreciated at the end of 2018.

 

Interest Income and E xpense

Interest income for the three months ended March 31, 2019 was approximately $8,000 as compared to approximately $14,000 in the same period in 2018. The decrease in interest income was mainly attributable to the issuance of a note receivable from one of our customers at the Heliport in 2018, which was fully paid as of December 31, 2018. Interest expense for the three months ended March 31, 2019 was approximately $3,000 as compared to $4,000 in the same period in 2018.

 

Income Tax

Income tax expense for the three months ended March 31, 2019 was $11,000 as compared to $0 during the same period in 2018.

 

Net Income ( Loss ) Per Share

Net income (loss) was $52,336 and ($223,563) for the three months ended March 31, 2019 and 2018, respectively.

 

Basic and diluted net income (loss) per share for the three month periods ended March 31, 2019 and 2018 was $0.05 and ($0.21), respectively.

 

LIQUIDITY AND CAPITAL RESOURCES

 

As of March 31, 2019, we had cash and cash equivalents of $2,951,197 and a working capital surplus of $3,792,659. We generated revenue from operations of $2,072,772 and had net income from operations before taxes of $63,336 for the three months ended March 31, 2019. For the three months ended March 31, 2019, cash flows included net cash provided by operating activities of $243,051, net cash used in investing activities of $42,148, and net cash used in financing activities of $88,375.

 

As disclosed in a Current Report on Form 8-K filed on March 21, 2018 with the Securities and Exchange Commission (“SEC”), on March 15, 2018 we entered into a loan agreement (the “Loan Agreement”) with Key Bank National Association (the “Bank”). The Loan Agreement contains three components: (i) a $2,500,000 acquisition line of credit (the “Key Bank Acquisition Note”); (ii) a $1,000,000 revolving line of credit (the “Key Bank Revolver Note”); and (iii) a $338,481 term loan (the “Key Bank Term Note”).

 

Proceeds of the Key Bank Acquisition Note were to be dispersed pursuant to a multiple draw demand note dated as of the agreement date, where we could, at the discretion of the Bank, borrow up to an aggregate amount of $2,500,000, to be used for our of one or more business entities. We are required to make consecutive monthly payments of interest, calculated at a rate per annum equal to one-day LIBOR (adjusted daily) plus 2.75%, on any outstanding principal under the Key Bank Acquisition Note from the date of its issuance through September 15, 2018 (the “Conversion Date”).

 

At any time through and including the Conversion Date, at the Bank’s discretion, we had the opportunity to request that any loan made under the Key Bank Acquisition Note be converted into a term loan to be repaid in full, including accrued interest, by consecutive monthly payments over a 48 month amortization period beginning after the Conversion Date. For any loan that was not converted into a term loan on or before the Conversion Date, we would have been required to begin making monthly payments of principal and interest after the Conversion Date, over a 48 month amortization period, after which the remaining unpaid principal and accrued interest would become due and payable. All loans under the Key Bank Acquisition Note would, after the Conversion Date, accrue interest at a rate per annum equal to the Bank’s four year cost of funds rate plus 2.5%. As of the Conversion Date, there were no amounts due under the Key Bank Acquisition Note and no amounts had been converted to a term loan.

 

11

 

 

On October 11, 2018, we entered into a new loan agreement with the Bank (the “Change of Terms Agreement”) which modified the original terms of the Key Bank Acquisition Note. Under the Change of Terms Agreement, we may continue to, at the discretion of the Bank, borrow up to an aggregate amount of $2,500,000 through September 1, 2019 (the “Maturity Date”), to be used for our acquisition of one or more business entities. The Change of Terms Agreement requires us to make consecutive monthly payments of interest on any outstanding principal calculated at a rate per annum equal to 4.25%. The entire principal balance, plus all accrued interest, is due in full on the Maturity Date. As of March 31, 2019, there are no amounts due under the Change of Terms Agreement.

 

Proceeds from the Key Bank Revolver Note, at the discretion of the Bank, provide for us to borrow up to $1,000,000 for working capital and general corporate purposes. This revolving line of credit is a demand note with no stated maturity date. Borrowings under the Key Bank Revolver Note will bear interest at a rate per annum equal to one-day LIBOR (adjusted daily) plus 2.75%. We are required to make monthly payments of interest on any outstanding principal under the Key Bank Revolver Note and are required to pay the entire balance, including principal and all accrued and unpaid interest and fees, upon demand by the Bank. As of March 31, 2019, there were no amounts due under the Key Bank Revolver Note.

 

Proceeds from the Key Bank Term Note were utilized to retire amounts previously outstanding under a $280,920 term loan from PNC Bank. Interest on outstanding principal accrues at a fixed rate of 4.85% per annum and is to be paid in equal consecutive monthly installments of $7,772 over a 48 month period. We have the right to prepay principal amounts due under the Key Bank Term Note early without penalty. As of March 31, 2019, $29,889 was outstanding under the Key Bank Term Note.

 

We are 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, we must pay the greater of 18% of the first $5,000,000 in any program year based on cash collected (“Gross Receipts”) and 25% of Gross Receipts in excess of $5,000,000, or minimum annual guaranteed payments. During the three months ended March 31, 2019 and 2018, we incurred approximately $337,000 and $445,000 in concession fees, respectively, which are recorded in the cost of revenue.

 

As disclosed in a Current Report on Form 8-K filed with the SEC on February 5, 2016, we and the New York City Economic Development Corporation (the “NYCEDC”) announced new measures to reduce helicopter noise and impacts across New York City (the “Air Tour Agreement”).

  

Under the Air Tour Agreement, filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2015, we may not allow our tenant operators to conduct tourist flights from the Downtown Manhattan Heliport on Sundays beginning April 1, 2016. We were also required to ensure that our tenant operators reduce the total allowable number of tourist flights from 2015 levels by 20 percent beginning June 1, 2016, by 40 percent beginning October 1, 2016 and by 50 percent beginning January 1, 2017. Additionally, beginning on June 1, 2016, we were required to provide monthly written reports to the NYCEDC and the New York City Council detailing the number of tourist flights conducted out of the Downtown Manhattan Heliport compared to 2015 levels, as well as information on any tour flight that flies over land and/or strays from agreed upon routes.

 

The Air Tour Agreement also extended the Concession Agreement for 30 months, resulting in a new expiration date of April 30, 2021. The City of New York has two one year options to further extend the Concession Agreement. The Air Tour Agreement also provides that the minimum annual guarantee payments we are required to pay to the City of New York under the Concession Agreement be reduced by 50%, effective January 1, 2017.

 

12

 

 

These reductions have negatively impacted our business and financial results as well as those of our management company at the Heliport, Empire Aviation which, as previously disclosed, is owned by the children of Alvin Trenk, our former Chief Executive Officer and a former member of its Board of Directors.  We incurred management fees with Empire Aviation of approximately $248,000 and $125,000 during the three months ended March 31, 2019 and 2018, respectively, which is recorded in administrative expenses. We and Empire Aviation have also contributed to the Helicopter Tourism and Jobs Council (“HTJC”), an association that lobbies on behalf of the helicopter air tour industry, and which had engaged in discussions with the Mayor’s office.  Mr. Trenk is also an active participant with HJTC, which is managed by his grandson. One of our Directors, Sam Goldstein, serves as deputy director of HJTC.  

 

On April 20, 2018, our Kansas subsidiary entered into a purchase lease with Commerce Bank for a refueling truck (the “Truck Lease”). The Truck Lease commenced on May 1, 2018 and continues for 60 months at an interest rate of LIBOR plus 416 basis points. At the end of the Truck Lease, ours subsidiary may purchase the vehicle for $1.00.

 

On January 15, 2019, we were issued a note by one of its customers at the Heliport. The note schedules payments of approximately $276,000 in receivables payable by such customer, has a maturity date of October 31, 2019, as amended, and carries a 7.5% rate of interest. The note payments are to be made in six monthly installments beginning May 31, 2019.

 

As disclosed in a Current Report on Form 8-K filed with the SEC on July 6, 2015, we entered into a stock purchase agreement, dated June 30, 2015, by and between us and Warren A. Peck, pursuant to which Mr. Peck purchased all of the capital stock of our wholly-owned subsidiary, Phoenix Rising Aviation, Inc. The details of the agreement are described in such Current Report as well as in our Annual Report on Form 10-K for the year ended December 31, 2015, which was filed with the SEC on April 11, 2016. We received $100,000 due under this agreement in September 2017 and an additional payment of $100,000 in September 2018. We accepted as down payment for the stock purchase the title to a Falcon 10 aircraft owned by Mr. Peck. The aircraft was subsequently sold but that sale did not close. The Company repossessed the aircraft and is in the process of re-marketing the sale. $270,000 of the Notes Receivable on the balance sheet is attributable to this transaction and the Company expects will be recouped through the sale.

 

During the three months ended March 31, 2019, we had a net increase in cash of $112,548. Our sources and uses of funds during this period were as follows:

 

Cash from Operating Activities

 

For the three months ended March 31, 2019, net cash provided by operating activities was $243,051. This amount included an increase in operating cash related to net income of $52,336 and additions for the following items: (i) depreciation and amortization, $21,818; (ii) stock based compensation, $8,500; (iii) accounts receivable, trade, $30,614; (iv) prepaid expenses and other current assets, $112,487; (v) customer deposits, $1,861; (vi) accounts payable, $20,281; and (vii) accrued expenses, $14,881. These increases in operating activities were offset by a decrease in inventories of $19,727.

 

For the three months ended March 31, 2018, net cash provided by operating activities was $436,351. This amount included a decrease in operating cash related to net loss of $223,563 and additions for the following items: (i) depreciation and amortization, $140,833; (ii) stock based compensation, $8,500; (iii) accounts receivable, trade, $497,099; (iv) inventories, $3,471; (v) prepaid expenses and other current assets, $179,655; and (vi) deposits, $13,261. These increases in operating activities were offset by the following decrease in (i) accounts payable, $117,889; and (ii) accrued expenses, $65,016.

 

13

 

 

Cash from Investing Activities

 

For the three months ended March 31, 2019, net cash of $42,128 was used in investing activities for the purchase of property and equipment. For the three months ended March 31, 2018, net cash of $19,094 was used in investing activities for the purchase of property and equipment.

  

Cash from Financing Activities

 

For the three months ended March 31, 2019, net cash used in financing activities was $88,375 for the repayment of right of use leases payable of $6,147 and repayment of notes payable of $82,228. For the three months ended March 31, 2018, net cash used in financing activities was $59,353. This amount included $15,334 for the repurchase and cancellation of common stock and $44,019 for the repayment of notes payable.

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

Recent Accounting Pronouncements

 

In February 2016, the FASB issued ASU No. 2016-02, “Leases” (“ASU 2016-02”), which requires an entity to recognize assets and liabilities on the balance sheet for the rights and obligations created by leased assets and provide additional disclosures. ASU 2016-02 became effective for us on January 1, 2019 and we have adopted the new standard using a modified retrospective approach.

 

14

 

 

CAUTIO NARY 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; and

 

 

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, 2018 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.

 

15

 

 

PART II – OTHER INFORMATION

 

Item 6 - Exhibits

 

Exhibit No.

 

Description of Exhibit

     

31.1

 

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer (principal executive officer). *

     

31.2

 

Rule 13a-14(a)/15d-14(a) Certification of President (principal financial officer). *

 

 

 

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

 

16

 

 

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, 2019

By:

/s/ Ronald J. Ricciardi     

 

 

Ronald J. Ricciardi

 

 

President, Chief Executive Officer, Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer

 

17

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