Saker Aviation Services, Inc 10-Q for FY2022 Q3
Saker Aviation Services, Inc. (SKAS)
About this 10-Q
Saker Aviation Services, Inc filed this 10-Q on November 14, 2022, covering the quarter ended September 30, 2022 (FY2022 Q3).
Headline figures
Quarter ended September 30, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $2.6M
- up 282.5% from $680.28K a year earlier
- Net income
- $213.1K
- up 8.1% from net income of $197.08K a year earlier
- Diluted EPS
- $0.22
- up 15.8% from $0.19 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For The Quarterly Period Ended
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:
SAKER AVIATION SERVICES, INC.
(Exact Name of Registrant as Specified in Its Charter)
| | |
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
| | |
| (Address of principal executive offices) | (Zip Code) |
(
776-4046
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.05 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, 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 ☐ | | 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
As of November 14, 2022, the registrant had
SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES
Form 10-Q
September 30, 2022
Index
| PART I - FINANCIAL INFORMATION |
||||||||
| ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
Page |
|||||||
| Balance Sheets as of September 30, 2022 (unaudited) and December 31, 2021 |
1 |
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| Statements of Operations for the Three and Nine Months Ended September 30, 2022 and 2021 (unaudited) |
2 |
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| Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2022 and 2021 (unaudited) |
3 |
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| Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021 (unaudited) |
4 |
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| Notes to Financial Statements (unaudited) |
5 |
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| ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
10 | |||||||
| ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
16 |
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| ITEM 4. CONTROLS AND PROCEDURES |
16 |
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| PART II - OTHER INFORMATION |
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| ITEM 6. EXHIBITS |
17 |
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| SIGNATURES |
18 |
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SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| September 30, 2022 | December 31, 2021 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and restricted cash | $ | $ | ||||||
| Accounts receivable | ||||||||
| Assets held for sale | --- | |||||||
| Inventories | ||||||||
| Income tax receivable | ||||||||
| Prepaid expenses | ||||||||
| Total current assets | ||||||||
| PROPERTY AND EQUIPMENT, net of accumulated depreciation and amortization of $ and $, respectively | ||||||||
| OTHER ASSETS | ||||||||
| Right of use assets | ||||||||
| Goodwill | --- | |||||||
| Total other assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | $ | ||||||
| Customer deposits | ||||||||
| Accrued expenses | ||||||||
| Note Payable – Current | ||||||||
| Right of use leases payable – current portion | ||||||||
| Total current liabilities | ||||||||
| LONG-TERM LIABILITIES | ||||||||
| Note Payable – Long Term | --- | |||||||
| Right of use leases payable - less current portion | --- | |||||||
| Total liabilities | ||||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Preferred stock - $ par value; authorized ; issued and outstanding | ||||||||
| Common stock - $ par value; authorized ; and shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL STOCKHOLDERS’ EQUITY | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
See accompanying notes to condensed consolidated financial statements.
SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| REVENUE | $ | $ | $ | $ | ||||||||||||
| COST OF REVENUE | ||||||||||||||||
| GROSS PROFIT | ||||||||||||||||
| SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | ||||||||||||||||
| OPERATING INCOME FROM CONTINUING OPERATIONS | ||||||||||||||||
| OTHER INCOME | ||||||||||||||||
| BAD DEBT RECOVERY | --- | --- | --- | |||||||||||||
| LIFE INSURANCE PROCEEDS | --- | --- | --- | |||||||||||||
| GAIN ON EXTINGUISHMENT OF DEBT | --- | --- | --- | |||||||||||||
| TOTAL OTHER INCOME | ||||||||||||||||
| INCOME FROM CONTINUING OPERATIONS, before income taxes | ||||||||||||||||
| INCOME TAX EXPENSE | ||||||||||||||||
| INCOME FROM CONTINUING OPERATIONS | ||||||||||||||||
| (LOSS) INCOME FROM DISCONTINUED OPERATIONS, net of income taxes | ( | ) | ( | ) | ||||||||||||
| NET INCOME | $ | $ | $ | $ | ||||||||||||
| Basic Net Income Per Common Share | $ | $ | $ | $ | ||||||||||||
| Diluted Net Income Per Common Share | $ | $ | $ | $ | ||||||||||||
| Weighted Average Number of Common Shares – Basic | ||||||||||||||||
| Weighted Average Number of Common Shares - Diluted | ||||||||||||||||
See notes to condensed consolidated financial statements
SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES
STATEMENTS OF CONDENSED CONSOLIDATED STOCKHOLDERS' EQUITY
(UNAUDITED)
| Additional | Total | |||||||||||||||||||
| Common Stock | Paid-in | Accumulated | Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
| BALANCE – January 1, 2021 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Amortization of stock based compensation | ||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||
| BALANCE – March 31, 2021 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Amortization of stock based compensation | ||||||||||||||||||||
| Net income | ||||||||||||||||||||
| BALANCE – June 30, 2021 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Amortization of stock based compensation | ||||||||||||||||||||
| Net income | ||||||||||||||||||||
| BALANCE – September 30, 2021 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| BALANCE – January 1, 2022 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Issuance of additional Common Stock in connection with cashless exercise of options | ( | ) | ||||||||||||||||||
| Amortization of stock based compensation | ||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||
| BALANCE – March 31, 2022 | $ | ( | ) | $ | ||||||||||||||||
| Amortization of stock based compensation | ||||||||||||||||||||
| Net income | ||||||||||||||||||||
| BALANCE – June 30, 2022 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Amortization of stock based compensation | ||||||||||||||||||||
| Net income | ||||||||||||||||||||
| BALANCE – September 30, 2022 | $ | $ | $ | ( | ) | $ | ||||||||||||||
. See accompanying notes to condensed consolidated financial statements
SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Nine Months Ended September 30, | ||||||||
| 2022 | 2021 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Stock based compensation | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable, trade | ( | ) | ||||||
| Inventories | ( | ) | ||||||
| Income tax receivable | -- | |||||||
| Prepaid expenses | ( | ) | ||||||
| Customer deposits | ||||||||
| Accounts payable | ||||||||
| Accrued expenses | ( | ) | ||||||
| TOTAL ADJUSTMENTS | ( | ) | ||||||
| NET CASH PROVIDED BY OPERATING ACTIVITIES | ||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Life insurance receivable | --- | |||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| NET CASH USED IN INVESTING ACTIVITIES | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Extinguishment of debt | --- | ( | ) | |||||
| Issuance of notes payable | --- | |||||||
| Payment of right of use leases payable | ( | ) | ( | ) | ||||
| Repayment of notes payable | ( | ) | ( | ) | ||||
| NET CASH USED IN FINANCING ACTIVITIES | ( | ) | ( | ) | ||||
| NET CHANGE IN CASH AND RESTRICTED CASH | ||||||||
| CASH AND RESTRICTED CASH – Beginning | ||||||||
| CASH AND RESTRICTED CASH – Ending | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Reclassification of Inventory, Property and Equipment, net, Right of use assets and Goodwill to Assets held for .sale | $ | $ | --- | |||||
| Cash paid during the periods for: | ||||||||
| Interest | $ | $ | ||||||
|
Income taxes | $ | $ | ||||||
See accompanying 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, 2021.
The condensed consolidated balance sheet as of September 30, 2022 and the condensed consolidated statements of operations and cash flows for the three and nine months ended September 30, 2022 and 2021 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 September 30, 2022 and its results of operations, stockholders’ equity, and cash flows for the three and nine months ended September 30, 2022 not misleading. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for any full year or any other interim period.
The COVID-19 pandemic has impacted the global and United States economies. Federal, state, and local governments implemented certain travel restrictions, “stay-at-home” orders, and social distancing initiatives which negatively impacted our operations and those of our customers. As a result of the COVID-19 pandemic, on March 17, 2020 all sightseeing tour operations at the Downtown Manhattan Heliport ceased. On July 20, 2020, New York City started Phase 4 of the city’s reopening. Sightseeing tour operators at the heliport restarted operations under this phase.
For the period July 20, 2020 through March 31, 2022, sightseeing tour operators experienced much lower demand for tours as compared to pre-pandemic levels of activity. Beginning in April 2022, sightseeing tour operators have seen an increase in activity and a much higher demand for tours. There can be no assurance that this increased activity will continue as demand for sightseeing tours will depend on future developments in the COVID-19 pandemic, including the duration and spread and related travel advisories and restrictions and the impact on overall demand for air travel. The COVID-19 pandemic has had a less substantial impact on our operations at our Kansas FBO and MRO.
NOTE 2 – Liquidity and Material Agreements
As of September 30, 2022, we had cash and restricted cash of $
As disclosed in a Current Report on Form 8-K filed on March 21, 2018 with the Securities and Exchange Commission (the “SEC”), on March 15, 2018 the Company entered into a loan agreement (the “Loan Agreement”) with Key Bank National Association (the “Bank”). The Loan Agreement contains three components: (i) a $
The Key Bank Revolver Note, at the discretion of the Bank, provides for the Company to borrow up to $
On August 14, 2020, the Company was granted a loan from the Bank (the “Loan”) in the amount of $
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
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, the Company has not been allowed to permit its tenant operators to conduct tourist flights from the Downtown Manhattan Heliport on Sundays since 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
The reductions under the Air Tour Agreement 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 two children and a grandchild of a former officer and director of the Company. The Company incurred management fees with Empire Aviation of approximately $
During the program year that began on May 1, 2020, the City of New York agreed, in recognition of the pandemic’s impact, that the Company could defer payment of minimum guaranteed payments. In April 2021, the City of New York waived the deferred fees through December 31, 2020. In May 2021, the City of New York waived the deferred fees through April 30, 2021 which coincided with the original expiration of the Concession Agreement as amended by the Air Tour Agreement. The Company worked with the City of New York to address fees to be paid by the Company for the period May 1, 2021 through December 31, 2021. In March 2022, the City of New York agreed to accept
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
On May 1, 2021, the Company’s Kansas subsidiary executed a promissory note for $
NOTE 3 - Summary of Significant Accounting Policies
Principles of Consolidation
The condensed 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.
Cash and restricted cash
The Company maintains its cash with various financial institutions which often exceeds federally insured limits. The Company has not experienced any losses from maintaining cash accounts in excess of federally insured limits. As part of its cash management process, the Company periodically reviews the relative credit standing of these financial institutions. Amounts included in restricted cash are a deposit required by the Concession Agreement with NYEDC and aggregated $
Net Income Per Common Share
Net income was $
The following table sets forth the components used in the computation of basic net income per share:
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Weighted average common shares outstanding, basic | ||||||||||||||||
| Common shares upon exercise of options and warrants | ||||||||||||||||
| Weighted average common shares outstanding, diluted | ||||||||||||||||
Stock-Based Compensation
Stock-based compensation expense for all stock-based payment awards are based on the estimated 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 nine months ended September 30, 2022 and 2021, the Company incurred stock-based compensation of $
Option valuation models require the input of highly subjective assumptions, including the expected life of the option. Because the Company's employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options.
NOTE 4 – Inventories
Inventory consists primarily of aviation fuel, which the Company dispenses to its customers, and parts inventory for our MRO operation in Kansas. 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:
| September 30, 2022 |
December 31, 2021 |
|||||||
| Parts inventory |
$ | --- | $ | |||||
| Fuel inventory |
||||||||
| Other inventory |
--- | |||||||
| Total inventory |
$ | $ | ||||||
Included in fuel inventory are amounts held for third parties of $
NOTE 5 – Related Parties
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 and grandchild of 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, the Company 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.
NOTE 7 – Changes in Management
On June 29, 2022, the Company filed a Form 8-K with the SEC announcing that the Company’s President, Chief Executive Officer, and Director, Ronald J. Ricciardi, had passed away on June 23, 2022. In a subsequent Form 8-K filed with the SEC on July 11, 2022, the Company announced that the Company’s Director, Samuel Goldstein, had been appointed to serve as President and Chief Executive Officer.
NOTE 8 – Subsequent Events and Discontinued Operations
As disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC) on October 3, 2022, FBO Air-Garden City, Inc., (“GCK”) a wholly owned subsidiary of Saker Aviation Services, Inc. (the “Company”) entered into a FBO Transfer Agreement (the “Agreement”) with Crosby Flying Services, LLC (the “Buyer”) pursuant to which GCK agreed (i) to sell to the Buyer substantially all of its assets (the “Assets”) and none of its liabilities, and (ii) to a seven year non-competition covenant (the “Non-Compete”) whereby the Company, including its subsidiaries and affiliates, will not engage in any business involving the operation of a fixed based operation supplying aviation fuels and lubricants or the supply of other goods or provision of services typically supplied or performed at fixed base operations at airports at any facility located within one hundred (100) miles of the Garden City Regional Airport in Garden City, Kansas (the “Airport”), for $
As disclosed in a Current Report on Form 8-K filed with the SEC on November 2, 2022, on October 31, 2022 (the “Closing Date”), the Company closed on the sale of the Assets to the Buyer and became subject to the Non-Compete, for an aggregate purchase price of $
GCK results of operations have been reported as discontinued operations in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2022 and 2021. The assets sold by GCK have been re-classed to “Assets Held For Sale” in the Condensed Consolidated Balance Sheets as of September 30, 2022.
Assets held for sale are as follows:
| September 30, 2022 | ||||
| Inventory | $ | |||
| Property and equipment, net | ||||
| Right of Use Asset | ||||
| Goodwill | ||||
| Total assets held for sale | $ | |||
Components of discontinued operations are as follows:
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of revenue | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses | ||||||||||||||||
| Operating (loss) income from discontinued operations | ( | ) | ( | ) | ||||||||||||
| Interest expense | ||||||||||||||||
| Net (loss) gain from discontinued operations | ( | ) | ( | ) | ||||||||||||
| Basic net (loss) income per common share | ( | ) | ( | ) | ||||||||||||
| Weighted average number of shares outstanding, basic | ||||||||||||||||
Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read together with the accompanying unaudited condensed consolidated 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, 2021.
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. 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”), and as a provider of aircraft maintenance and repair services (“MRO”). 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 until October 31, 2022 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. Subsequent to September 30, 2022, the Garden City facility was sold and we no longer maintain an FBO or MRO at the Garden City (Kansas) Regional Airport.
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.
The COVID-19 pandemic has impacted the global and United States economies. Federal, state, and local governments implemented certain travel restrictions, “stay-at-home” orders, and social distancing initiatives which negatively impacted our operations and those of our customers. As a result of the COVID-19 pandemic, on March 17, 2020 all sightseeing tour operations at the Downtown Manhattan Heliport ceased. On July 20, 2020, New York City started Phase 4 of the city’s reopening. Sightseeing tour operators at the heliport restarted operations under this phase.
For the period July 20, 2020 through March 31, 2022, sightseeing tour operators experienced much lower demand for tours as compared to pre-pandemic levels of activity. Beginning in April 2022, sightseeing tour operators have seen an increase in activity and a much higher demand for tours. There can be no assurance that this increased activity will continue as demand for sightseeing tours will depend on future developments in the COVID-19 pandemic, including the duration and spread and related travel advisories and restrictions and the impact on overall demand for air travel. The COVID-19 pandemic has had a less substantial impact on our operations at our Kansas FBO and MRO.
Our long-term strategy is to increase our sales through growth within our aviation services operations. To do so, we may expand our geographic reach and product offering through strategic acquisitions and improved market penetration within the markets we serve. We expect that any future acquisitions or product offerings would be to complement and/or augment our current aviation services operations.
REVENUE AND RESULTS OF CONTINUING OPERATIONS
DISCONTINUED OPERATIONS
As disclosed in a Current Report on Form 8-K filed with the SEC on November 2, 2022, on October 31, 2022 (the “Closing Date”), the Company completed the asset sale of its subsidiary FBO Air-Garden City, Inc. (“GCK”) to Crosby Flying Services, LLC (the “Buyer”) for an aggregate purchase price of approximately $1.5 million, after certain closing adjustments. The Buyer paid the purchase price on the Closing Date less $160,000 which is to be paid in cash upon the first anniversary of the Closing Date subject to GCK’s and the Company’s compliance with a Non-Compete agreement. GCK results of operations have been reported as discontinued operations in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2022 and 2021. The assets sold by GCK have been re-classed to “Assets Held For Sale” in the Condensed Consolidated Balance Sheets as of September 30, 2022.
Comparison of Continuing Operations from the Three and Nine Months Ended September 30, 2022 and September 30, 2021.
REVENUE
Total revenue from continuing operations increased by 282.5 percent to $2,061,799 for the three months ended September 30, 2022 as compared with corresponding prior-year period revenue of $680,278.
For the three months ended September 30, 2022, revenue from continuing operations associated with the sale of jet fuel, aviation gasoline and related items increased by 473.2 percent to approximately $626,000 as compared to approximately $109,000 in the three months ended September 30, 2021. This increase was attributable to the higher volume of gallons and price of aviation gasoline sold at our New York location compared to the third quarter of 2021.
For the three months ended September 30, 2022, revenue from continuing operations associated with services and supply items increased by 257.1 percent to approximately $1,791,000 as compared to approximately $502,000 in the three months ended September 30, 2021. This increase was attributable to increased demand for services at our New York location compared to the third quarter of 2021.
For the three months ended September 30, 2022 all other revenue from continuing operations increased by 165.8 percent to approximately $185,000 as compared to approximately $70,000 in the three months ended September 30, 2021. This decrease was attributable to an increase in non-aeronautical revenue generated at our New York location compared to the same period last year.
Total revenue from continuing operations increased by 326.4 percent to $ 5,744,342 for the nine months ended September 30, 2022 as compared with corresponding prior-year period revenue of $1,347,183.
For the nine months ended September 30, 2022, revenue from continuing operations associated with the sale of jet fuel, aviation gasoline and related items increased by 561.2 percent to approximately $1,395,000 as compared to approximately $211,000 in the nine months ended September 30, 2021. This increase was attributable to the higher volume of gallons and price of aviation gasoline sold at our New York location compared to the same period in 2021.
For the nine months ended September 30, 2022, revenue from continuing operations associated with services and supply items increased by 350.7 percent to approximately $4,115,000 as compared to approximately $913,000 in the nine months ended September 30, 2021. This increase was attributable to the increased demand for services at our New York location compared to the same period in 2021.
For the nine months ended September 30, 2022, all other revenue from continuing operations increased by 4.7 percent to approximately $233,000 as compared to approximately $223,000 in the nine months ended September 30, 2021. This increase was attributable to an increase in non-aeronautical revenue generated by our New York location compared to the same period in 2021.
GROSS PROFIT
Total gross profit from continuing operations increased by 214.5 percent to $1,592,552 in the three months ended September 30, 2022 compared to $506,308 in the three months ended September 30, 2021. Gross profit was positively impacted by an increase in activity and much higher demand for tours at our New York location. Gross margin decreased to 61.2 percent in the three months ended September 30, 2022 as compared to 74.4 percent in the same period in the prior year. This decrease in gross margin is largely attributable to Cares Act tax credits recorded by the Company in the second quarter of 2021 period which were not available in 2022.
Total gross profit from continuing operations increased by 231.1 percent to $3,460,920 in the nine months ended September 30, 2022 as compared to $1,045,358 in the nine months ended September 30, 2021. Gross margin decreased to 60.2 percent in the nine months ended September 30, 2022 as compared to 77.6 percent in the same period in the prior year. The increase in gross profit and decrease in gross margin were a result of the items discussed above.
OPERATING EXPENSE
Selling, General and Administrative
Total selling, general and administrative expenses (“SG&A”) from continuing operations were approximately $1,077,000 in the three months ended September 30, 2022, representing an increase of approximately $870,000 or 421.8 percent, as compared to the same period in 2021. The increase in SG&A for the three months ended September 30, 2022 was primarily attributable to increased fees due under the Company’s Concession Agreement with the City of New York and management agreement with Empire Aviation. SG&A in the nine months ended September 30, 2022 were approximately $2,501,000, representing an increase of approximately $1,868,000 or 294.8 percent, as compared to the same period in 2021. The increase in SG&A operating expenses for the nine months ended September 30, 2022 were primarily attributable to increases in amounts due under agreement as described above for the three month period.
Corporate SG&A from continuing operations was approximately $109,000 for the three months ended September 30, 2022, representing an increase of approximately $105,000 as compared with the corresponding prior year period. Corporate SG&A was approximately $408,000 for the nine months ended September 30, 2022, representing an increase of approximately $60,000 as compared with the corresponding prior year period. The increase in the nine month periods on a year-over-year basis, were largely attributable to non-recurring miscellaneous expenses in the second quarter of 2022.
OPERATING INCOME
Operating income from continuing operations for the three months ended September 30, 2022 was $406,736 as compared to operating income of $195,039 in the three months ended September 30, 2021. Operating income from continuing operations for the nine months ended September 30, 2022 was $551,778 as compared to operating income of $63,919 in the nine months ended September 30, 2021. The increase in operating income for both periods was largely attributable to more activity and much higher demand for tours at our New York location.
Depreciation and Amortization
Depreciation and amortization were approximately $101,000 and $82,000 for the nine months ended September 30, 2022 and 2021, respectively. The increase in depreciation and amortization was largely attributable to depreciation related to our right of use assets.
Interest Expense
Interest expense for the nine months ended September 30, 2022 and September 30, 2021 was approximately $18,000 in both periods.
Bad Debt Recovery
Bad Debt Recovery for the nine months ended September 30, 2022 was $125,000 as compared to $0 in the same period in 2021. The increase in bad debt recovery is attributable to collection of amounts previously deemed uncollectable in 2020.
Life Insurance Proceeds
As part of an employment agreement with the Company’s President, Chief Executive Officer, and Director, Ronald J. Ricciardi, the Company was required to provide Executive Life Insurance insuring the life of Mr. Ricciardi during the term of the agreement. The term policy was to be in the amount of $1 million, with one-half (1/2) of the proceeds thereof directed to such beneficiary or beneficiaries of Mr. Ricciardi may from time to time appoint, and one-half (1/2) of the proceeds directed to the Company. As discussed in Note 7 to the financial statements, Mr Ricciardi passed away on June 23, 2022. The Company recorded the life insurance receivable of $500,000 as Other Income during the period ending June 30, 2022. The Company received the payment of $500,000 in life insurance proceeds in the third quarter ending September 30, 2022.
Income Tax
Income tax expense for the nine months ended September 30, 2022 and 2021 was $240,000 and $8,364 respectively. The increase in income tax is attributable to higher net income in the nine months ended September 30, 2022 compared to the same period in 2021.
Net income Per Share
Net income was $903,992 and $508,576 for the nine months ended September 30, 2022 and 2021, respectively.
Basic net income per share for the nine months ended September 30, 2022 and 2021 was $0.93 and $0.49, respectively. Diluted net income per share for the nine months ended September 30, 2022 and 2021 was $0.91 and $0.49, respectively.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2022, we had cash and restricted cash of $4,714,669 and a working capital surplus of $5,040,762. We generated revenue from continuing operation of $5,744,342 and had net income of $903,992 for the nine months ended September 30, 2022. For the nine months ended September 30, 2022, cash flows included net cash provided by operating activities of $2,321,290, net cash used in investing activities of $9,680, and net cash used in financing activities of $43,847.
As disclosed in a Current Report on Form 8-K filed on March 21, 2018 with the Securities and Exchange Commission (the “SEC”), on March 15, 2018 the Company 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”). On October 11, 2018, and as subsequently amended, the Company entered into a new loan agreement with the Bank (as so amended, the “Change of Terms Agreement”) which modified the original terms of the Key Bank Acquisition Note. The Bank notified the Company of its decision to discontinue the Key Bank Acquisition Note, effective June 30, 2021. There were no amounts due under the Changes of Terms Agreement at September 30, 2022 or 2021.
The Key Bank Revolver Note, at the discretion of the Bank, provides 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 Daily Simple SOFR plus 2.75%. The Company is required to make monthly payments of interest on any outstanding principal under the Key Bank Revolver Note and is required to pay the entire balance, including principal and all accrued and unpaid interest and fees, upon demand by the Bank. Any proceeds from the Key Bank Revolver Note would be secured by substantially all of the Company’s assets. There were no amounts due under the Key Bank Revolver Note or Key Bank Term Note at September 30, 2022 or 2021.
On August 14, 2020, the Company was granted a loan from the Bank (the “Loan”) in the amount of $304,833, pursuant to the Paycheck Protection Program (PPP) under Division, Title I of the CARES Act, which was enacted March 27, 2020. The Loan, which was in the form of a note dated August 14, 2020, was to mature in August 2025 and bore interest at a rate of 1% per annum and was payable in monthly installments commencing on, or before, October 31, 2021 if not forgiven and legally released. At December 31, 2020, in accordance with FASB ASC 470, Debt, and ASC 405-20, Liabilities – Extinguishment of Liabilities, the Company recorded the cash inflow from the Loan as a liability, and cash flows from financing, pending legal release from the obligation by the U.S. Small Business Administration (“S.B.A.”). The Company used the Loan proceeds for eligible expenses during the covered period and the Loan was forgiven and legally released by the S.B.A. in full in the second quarter of 2021. The Company recorded the forgiveness of the Loan as a gain on extinguishment of debt – PPP Loan.
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.
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, the Company has not been allowed to permit its tenant operators to conduct tourist flights from the Downtown Manhattan Heliport on Sundays since 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. The Air Tour Agreement also provided for 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. Additionally, since June 1, 2016, the Company has been 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 and gave the City of New York two one-year options to extend the term of the Concession Agreement. The term of the Concession Agreement was subsequently extended by the City through April 30, 2023 by the City’s exercise of both one-year option renewals.
The reductions under the Air Tour Agreement 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 two children and a grandchild of a former officer and director of the Company. The Company incurred management fees with Empire Aviation of approximately $1,622,000 and $0 during the nine months ended September 30, 2022 and 2021, respectively. Empire Aviation has notified the Company that it believes additional fees are due under the management agreement with the New York Heliport for both 2021 and 2020. If the Company is unable to come to an agreement with Empire Aviation regarding amounts due under the agreement, the Company could incur additional expense as disclosed in the Company’s 2021 Annual Report on Form 10-K (Note 15. Contingent Liabilities).
During the program year that began on May 1, 2020, the City of New York agreed, in recognition of the pandemic’s impact, that the Company could defer payment of minimum guaranteed payments. In April 2021, the City of New York waived the deferred fees through December 31, 2020. In May 2021, the City of New York waived the deferred fees through April 30, 2021 which coincided with the original expiration of the Concession Agreement as amended by the Air Tour Agreement. The Company worked with the City of New York to address fees to be paid by the Company for the period May 1, 2021 through December 31, 2021. In March 2022, the City of New York agreed to accept 18% of monthly Gross Receipts in excess of $100,000 as Concession fees for this period. In April 2022, the Company agreed to resume paying the City of New York the total monthly amounts due under the Concession Agreement retro-active to January 2022 and to continue paying fees due under the Concession Agreement through the remainder of the Air Tour Agreement. During the nine months ended September 30, 2022 and 2021, we incurred approximately $1,089,000 and $104,000 in concession fees, respectively, which are recorded in the cost of revenue.
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 with a monthly payment of $2,568 and an interest rate of 5.5%. At the end of the Truck Lease, the Company’s subsidiary may purchase the vehicle for $1.00. Subsequent to September 30, 2022, the refueling truck was sold in the sale of the Company’s Kansas subsidiary and the Truck Lease was paid in full. See Note 8.
On May 1, 2021, the Company’s Kansas subsidiary executed a promissory note for $76,000 with Avfuel Corporation (“Avfuel”) for the purchase of a Jet-A refueling truck (the “Truck Note”). The Truck Note requires six annual payments of $13,432.56 commencing April 30, 2022 with the entire balance of unpaid principal and interest due on, or before, April 30, 2028. Interest accrues at prime plus 3% on the outstanding principal amount. The Company is required to make prepayments against the Truck Note at the rate of $0.018 per gallon of fuel purchased under a fuel supply agreement between the Company and Avfuel. Subsequent to September 30, 2022, the Jet-A refueling truck was sold in the sale of the Company’s Kansas subsidiary and the Truck Note was paid in full. See Note 8.
During the nine months ended September 30, 2022, we had a net increase in cash of $2,267,763. Our sources and uses of funds during this period were as follows:
Cash from Operating Activities
For the nine months ended September 30, 2022, net cash provided by operating activities was $2,321,290. This amount included an increase in operating cash related to net income of $903,992 and additions for the following items: (i) depreciation and amortization, $101,181; (ii) stock based compensation, $34,497; (iii) inventories, 13,437; (iv) income tax receivable, $573,679; (v) prepaid expenses, $268,564; (vi) customer deposits, $124,079; (vii) accounts payable, $341,989; and (viii) accrued expenses, $25,582. These increases in operating activities were offset by an increase in accounts receivable, trade, of $65,710.
For the nine months ended September 30, 2021, net cash provided by operating activities was $444,389. This amount included an increase in operating cash related to net income of $508,576 and additions for the following items: (i) depreciation and amortization, $82,244; (ii) stock based compensation, $25,794; (iii) accounts receivable, trade, $5,679; (iv) deposits, $2,512; and (v) accounts payable, $90,787. These increases in operating activities were offset by a decrease in the following items: (i) inventories, $69,365, (ii) prepaid expenses and other current assets, $179,151; and (iii) accrued expenses, $22,687.
Cash from Investing Activities
For the nine months ended September 30, 2022, net cash of $9,680 used in investing activities for the purchase of property and equipment. For the nine months ended September 30, 2021, net cash of $78,044 was used in investing activities for the purchase of property and equipment.
Cash from Financing Activities
For the nine months ended September 30, 2022, net cash of $43,847 was used in financing activities for the following items: (i) payment of right of use leases, $34,041; and (ii) repayment of notes payable, $9,806. For the nine months ended September 30, 2021, net cash of $255,134 was used in financing activities for the following items: (i) extinguishment of debt, $304,833; (ii) payment of right of use leases, $20,781; and (iii) repayment of notes payable, $5,520. These decreases in financing activities were offset by issuance of notes payable of $76,000.
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," and similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors, including, but not limited to, those relating to:
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the impact of the COVID-19 pandemic on our business and results of operations; |
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our ability to secure the additional debt or equity financing, if required, to execute our business plan; |
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our ability to identify, negotiate and complete the acquisition of targeted operators and/or other businesses, consistent with our business plan; |
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existing or new competitors consolidating operators ahead of us; and |
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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 placed 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, 2021 and in other filings we make with the SEC. 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 SEC. 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 and Chief Executive Officer, have 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 management and our President and Chief Executive Officer, have 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 and Chief Executive 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 |
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| 10.1+ |
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| 31.1* |
Rule 13a-14(a)/15d-14(a) Certification of principal executive officer. * |
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| 31.2* |
Rule 13a-14(a)/15d-14(a) Certification of principal financial officer. * |
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| 32.1* |
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| 101.INS* |
Inline XBRL Instance Document |
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| 101.SCH* |
Inline XBRL Taxonomy Extension Schema Document |
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| 101.CAL* |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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| 101.DEF* |
Inline XBRL Taxonomy Extension Linkbase Document |
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| 101.LAB* |
Inline XBRL Taxonomy Extension Label Linkbase Document |
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| 101.PRE* |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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| 104 | Cover Page Interactive Data File (Formatted as Inline XBRL and contained in Exhibit 101) |
* Filed herewith
+ Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish a copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request.
SIGNATURES
Pursuant to the requirements 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. |
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By: |
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| Date: November 14, 2022 | /s/ Samuel Goldstein |
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| Samuel Goldstein President, Chief Executive Officer, Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer |
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EXHIBIT 31.1
Certification of Chief Executive Officer
(principal executive officer)
Pursuant To Rule 13a-14(a)/15d-14(a)
I, Samuel Goldstein, 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 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(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; |
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(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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(c) |
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 |
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(d) |
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 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: November 14, 2022
By: /s/ Samuel Goldstein
Samuel Goldstein
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, Samuel Goldstein, 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 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(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; |
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(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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(c) |
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 |
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(d) |
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 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):
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(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 |
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(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: November 14, 2022
By: /s/ Samuel Goldstein
Samuel Goldstein
President (principal financial officer)
EXHIBIT 32.1
Section 1350 Certification
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (“Section 906”), Samuel Goldstein, the Chief Executive Officer (principal executive officer) and President (principal financial officer) of Saker Aviation Services, Inc., does hereby certify that:
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1. |
The Quarterly Report on Form 10-Q for the nine months ended September 30, 2022 (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, as amended; and |
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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. |
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Date: November 14, 2022
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By: |
/s/ Samuel Goldstein |
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Samuel Goldstein |
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Chief Executive Officer (principal executive officer) |
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Date: November 14, 2022
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By: |
/s/ Samuel Goldstein |
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Samuel Goldstein |
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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.