UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20192022
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 |
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incorporation or organization) | Identification No.) |
20 South Street, Pier 6 East River New York, NY | 10004 |
(Address of principal executive offices) | (Zip Code) |
(212) (212) 776-4046
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
Common Stock, $0.03 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes | ☐ | No | ☒ |
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes | ☐ | No | ☒ |
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 pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) 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, 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 | ☐ | Non-accelerated filer |
| Smaller reporting company ☒ |
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| 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 ishas filed a shell company (as defined in Rule 12b-2report on and attestation to its management’s assessment of the Exchange Act).effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262 (b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Yes
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ No ☒
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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| Yes ☐ No | ☒ |
As of June 28, 201930, 2022 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the close of such business day was $ .$3,277,495.
As of March 30, 2020,31, 2023, the Registrant had 1,020,135976,330 shares of its Common Stock, par value $0.03 per share, issued and outstanding.
SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES
FORM 10-K
INDEX
ITEM 1. | BUSINESS | 1 |
ITEM 1A. | RISK FACTORS |
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ITEM 1B. | UNRESOLVED STAFF COMMENTS | 8 |
ITEM 2. | PROPERTIES | 8 |
ITEM 3. | LEGAL PROCEEDINGS | 8 |
ITEM 4. | MINE SAFETY DISCLOSURES | 8 |
ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
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ITEM 6. |
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ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 17 |
ITEM 8. | FINANCIAL STATEMENTS | 18 |
ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 34 |
ITEM 9A. | CONTROLS AND PROCEDURES | 34 |
ITEM 9B. | OTHER INFORMATION |
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ITEM 9C. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | 35 |
ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE |
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ITEM 11. | EXECUTIVE COMPENSATION |
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ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
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ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 42 |
ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES | 42 |
ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | 44 |
ITEM 16. | FORM 10-K SUMMARY | 45 |
| SIGNATURES | 46 |
THIS FORM 10-K CONTAINS 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. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE SET FORTH IN SUCH FORWARD-LOOKING STATEMENTS. CERTAIN FACTORS THAT MIGHT CAUSE SUCH A DIFFERENCE ARE DISCUSSED IN ITEM 1A, “RISK FACTORS” AND ITEM 7, “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” OF THIS ANNUAL REPORT ON FORM 10-K. SEE ALSO “FORWARD-LOOKING STATEMENTS” WITHIN SUCH ITEM 7 OF THIS ANNUAL REPORT ON FORM 10-K.
PART I
ITEM 1. | BUSINESS |
General
Saker Aviation Services, Inc. (“we”, “us”, “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.heliport.
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 subsequentlysubsequ.ly 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 FBOa fixed base operation (“FBO”) and MROa provider of aircraft maintenance and repair services (“MRO”) at the Garden City (Kansas) Regional Airport.
The Garden City facility became part of our company FBOs provide ground-based services, such as a result of our acquisition of the FBO assets of Central Plains Aviation, Inc. in March 2005fueling and of Aircraft Services, Inc. (“Aircraft Services”) in October 2016.aircraft storage for general aviation, commercial and military aircraft, and other miscellaneous services.
Our business activities at the Downtown Manhattan (New York) Heliport facility (the “Heliport”“New York Heliport”) commenced in JulyNovember 2008 when we were awarded the Concession Agreement by the City of New York to operate the New York Heliport, which we assigned to our subsidiary, FirstFlight Heliports, LLC d/b/a Saker Aviation Services (“FFH”).Services.
We believe the general aviation markettourism industry has been historically cyclical, with revenue correlated to general U.S. economic conditions. Although not truly seasonal in nature, the spring and summer months tend to generate higher levels of revenue and our operations generally follow that trend. We cannot predict with certainty the impact that the ongoing novel coronavirus (“COVID-19”) pandemic will have on our business operations, financial condition and results of operations. The COVID-19 pandemic hascontributed to a decline in travel and tourism related businesses and general economic conditions in the United States and significantly disrupted our business and operations in the year ended December 31, 2021 and the first quarter of 2022, as well as disrupted business operations in the United States and globallyglobally. Beginning in April 2022, sightseeing tour operators saw an increase in activity and has contributed to a decline in general economic conditions inmuch 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 of the United States. ToCOVID-19 pandemic, including the extent local, regionalduration and the federal government imposespread and any future related travel advisories and restrictions and associated impact on overall demand for air travel and/or air tourism or consumers cease traveling,travel. The COVID-19 pandemic had a less substantial impact on our results offormer operations will be negatively impacted.at our Kansas FBO and MRO. Please see Item 1A. “Risk Factors” below.
Concession Agreement for New York Heliport
We are a party to a Concession Agreement, dated as of November 1, 2008, with the City of New York for the operation of the New York 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.
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, we have not been allowed to permit our tenant operators to conduct tourist flights from the New York Heliport on Sundays since April 1, 2016. We are 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 we are 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, we have 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 New York 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 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 of New York through April 30, 2023 by the city’s exercise of both its two one-year option renewals
On February 15, 2023, it was reported in the public record that NYCEDC would be bringing a new Concession Agreement with the Company as the operator of the Downtown Manhattan Heliport to the Franchise and Concession Review Committee meeting on March 3, 2023. The item was subsequently pulled off the agenda, with NYCEDC announcing on April 7, 2023 that the previous Request for Proposals ("RFP") had been cancelled and that it is their intention to put out a new RFP in 2023. Saker's current Concession Agreement terminates on April 30, 2023. The Company has been notified by NYCEDC that the Company will receive a new permit to operate the heliport from May 1, 2023 until a new RFP process is concluded. The Company is currently working with NYCEDC on the new agreement and expects to file a Form 8-K once the new agreement is finalized.
Lease for Garden City (Kansas) Regional Airport
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”), one of our wholly owned subsidiaries entered into a FBO Transfer Agreement (the “Transfer Agreement”) with Crosby Flying Services, LLC ( “Crosby”) pursuant to which GCK agreed (i) to sell to Crosby substantially all of its assets and none of its liabilities, and (ii) to a seven year non-competition covenant (the “Non-Compete”) whereby we, including our subsidiaries and affiliates, agreed not to 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, for $1.6 million.
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 transaction contemplated by the Transfer Agreement closed and we became subject to the Non-Compete, for an aggregate purchase price of, after certain closing adjustments, approximately $1.5 million. The Crosby 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 our compliance with the Non-Compete, pursuant to the Transfer Agreement. Both GCK leases, which allowed us to operate at the Garden City Regional Airport, were terminated by Garden City as of the October 31, 2022 closing date.
Suppliers and Raw Materials
Our principal materials are aviation fuel and aircraft parts. We obtain aviation fuel, component parts and other supplies from a variety of sources, generally from more than one supplier. Our suppliers and sources are both domestic and foreign, and we believe that our sources of supplies and materials are adequate to meet our needs for the foreseeable future. We do not believe the loss of any one supplier would have a material adverse effect on our business or results of operations. We generally purchase our supplies on the open market, where certain commodities have fluctuated in price significantly in recent years. We have not experienced any significant shortage of our key supplies.
Marketing and Sales
The main goal of our marketing and sales efforts iswas to increase traffic at both our facilities,Kansas facility and New York Heliport, which we believed would then drive revenue through the incremental sale of our products and services. Our primary marketing tactic in this regard isand sales efforts at our Kansas location ceased with the sale of our Kansas operation on October 31, 2022. Going forward, our marketing and sales effort will be to focus advertising efforts in the environments (web, periodical and industry publications) where the pilot and aviation-user community might be introduced towhich we believe will increase our brand name and locations.incremental revenue from our customer’s sale of services at our New York Heliport. We intend to continue to invest in improvements to our sales and marketing strategies to drive revenue growth.
Government Approvals
The aviation services that we provide are generally performed on municipal or other government owned real estate properties. Accordingly, at times we will need to obtain certain consents or approvals from governmental entities in conjunction with our operations. These consents and approvals are typically in the form of a lease agreement, as is the case at our Kansas facility, or a concession agreement, as is the case with our New York facility. There can be no assurance that we will obtain further consents or approvals on favorable terms or be able to renew existing consents or approvals on favorable terms, if at all.
Government Regulation
We are subject to a variety of governmental laws and regulations that apply to companies in the aviation industry. These include, among other matters,, compliance with the Federal Aviation Administration (“FAA”) rules and regulations, and local, regional and national rules and regulations as they relate to environmental matters. The FAA, from time to time, issues directives and other regulations relating to the management, maintenance and operation of facilities, including the potential of emergency regulations, such as those related to public health crises including pandemics and epidemics. Additionally, we may be subject to government procurement regulations as they relate to obtaining new agreements or renewing or extending existing agreements with governmental entities. Compliance with those requirements may cause us to incur significant expenditures. The proposal and enactment of additional laws and regulations, as well as any charges that we have not complied with any such laws and regulations, could significantly increase the cost of our operations and reduce overall revenue. We believe we are in compliance with, and intend to continue to comply with, all applicable government regulations.regulations but cannot provide assurance that compliance with existing laws and regulations or that laws or regulations enacted in the future will not adversely affect our business and results of operations. The adoption of new regulations could result in increased costs and have an adverse impact on our results of operations, including, for example, new regulations restrictingthat restricted air travel such as reduced seating capacity or possible temporary orders to cease operations as a result of the recent COVID-19 pandemic. New regulations relating to the COVID-19 pandemic could cause us to experience significant declines in activity, which would materially adversely affect our results of operations and financial condition. In the event we are unable to remain compliant with applicable rules and regulations, or new regulations result in a reduction in our operations, our business may be adversely affected.public health crises.
Customers
In 2021, the Company’s accounts receivable primarily comprised of two customers at our New York Heliport. These customers continued to operate throughout 2021, but at substantially reduced levels of operation when compared to pre-COVID-19 levels. For the fiscal year ended December 31, 2019, four2021, these two customers represented approximately 54.7% of our revenue. The loss of any of these four customers could represent a significant decrease in revenue that may adversely affect our business and results of operations. Additionally, these four accounts represented approximately 73.0%$180,000, or 59.8%, of the balance of our accounts receivablereceivable.In addition, these two customers represented approximately 27.6% of our revenue in 2021.
One of the Company’s former customers resumed operations at our New York Heliport from March 2022 through June 2022, when it ceased operation.A new tenant began operating at our New York Heliport in June 2022. Beginning in April 2022, the Company’s customers began operating at pre-pandemic levels which continued through the end of 2022. For the fiscal year ended December 31, 2019. Accounts receivable are carried at their estimated collectible amounts and are periodically evaluated2022, three customers represented approximately $184,000, or 75%, of the balance of our accounts receivable.In addition, these three customers represented approximately 83 % of our revenue in 2022. The Company has a security deposit in place for collectability. We depend significantly on our business witheach of these four customers.
Competition
The FBO segment ofOur New York location is the aviation services industry is competitive in both pricing and service because aircraft in transit are ableonly heliport authorized by New York City to choose from a number of FBO options within a 300-mile radius. The vast majority of FBO operators are independent, single location operators. We are the sole FBO at our facility in Garden City, KS. As such,perform sightseeing tours. Therefore, we face no direct on-airport competition. However,competition in servicing this line of business. There are two other New York City heliports who offer fuel and corporate charter services that we face competitive pressure on pricing and servicesdirect competition from FBO facilities at other airports, depending on aircraft travel flexibility.
We plan to grow our business through both internal development of existing resources and facilities and through the potential acquisition of other related business. We anticipate that growing our business will provide us with greater buying power from suppliers and, therefore, result in lower costs. Lower costs would allow us to implement a more aggressive pricing policy against some competitors. We believe that the higher level of customer service offered in our facilities will allow us to draw additional aircraft traffic and thus compete successfully against other FBOs of all sizes. However, there can be no assurance that we will be able to compete successfully in the highly competitive aviation industry.providing these services.
Costs and Effects of Complying With Environmental Laws
We are subject to a variety of federal, state and local environmental laws and regulations, including those that govern health and safety requirements, the discharge of pollutants into the air or water, the management and disposal of hazardous substances and wastes and the responsibility to investigate and clean up contaminated sites that are or were owned, leased, operated or used by us or our predecessors. Some of these laws and regulations require us to obtain permits, which contain terms and conditions that impose limitations on our ability to emit and discharge hazardous materials into the environment and may be periodically subject to modification, renewal and revocation by issuing authorities. Fines and penalties may be imposed for non-compliance with applicable environmental laws and regulations and the failure to have or to comply with the terms and conditions of required permits. We intend to comply with these laws and regulations. However, from time to time, our operations may not be in full compliance with the terms and conditions of our permits or licenses. We periodically review our procedures and policies for compliance with environmental laws and requirements. We believe that our operations are in material compliance with applicable environmental laws and requirements and that any potential non-compliance would not be expected to result in us incurring material liability or cost to achieve compliance. Although the cost of achieving and maintaining compliance with environmental laws and requirements has not been material, we can provide no assurance that such cost will not become material in the future.
Employees
As of December 31, 2019,2022, we employed 2813 persons, 2412 of whichwhom were employed on a full-time basis, and onebasis. None of which wasthese employees were an executive officer. All of our personnel are employed in connection with our operations in New York and Kansas.York.
Available Information
We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Therefore, we file periodic reports, proxy statements and other information with the SEC. We maintain a website at www.sakeraviation.com where we make available, free of charge, documents that we file with, or furnish to, the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements, registration statements and any amendments to those reports. Our SEC reports can be found under the “SEC Filings” heading in the “Investor Relations” tab on our website. The information found on our website is not part of this or any other report we file with, or furnish to, the SEC.
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The following risk factors relate to our operations:ITEM 1A. RISK FACTORS
We will need additional financingRisks related to expand our business.
Certain potential aviation services firms which we may seek to acquire in the future may accept shares of our common stock or other securities as payment by us for the acquisition. However, we believe that most will likely prefer cash payments, whether paid at the closing or in post-closing installment payments. There can be no assurance that our operations will generate sufficient cash flow to meet these acquisition obligations. Accordingly, we anticipate the need to seek additional equity or debt financing to meet any cash requirements for acquisitions. Any such financing will be dependent on general market conditionsbusiness and the stock market’s evaluation of our performance and potential. Accordingly, we can give no assurance that we will obtain such equity or debt financing and, even if we do, that the terms would be satisfactory to us.operations:
The impact of pandemics, including the COVID-19 pandemic, or any similar publicother epidemics or widespread health threat,crises is difficult to predict and could have a material adverse impact on the Company'smaterially and adversely affect our business operating and results and financial condition, including the suspensionof our customer’s operations at the Downtown Manhattan Heliport.operations.
The coronavirus outbreak or similarOur ability to generate revenues is highly sensitive to the strength of the economies in which we operate. Any adverse public health threats, or fear ofdevelopments in locations where we conduct business, as well as any governmental restrictive measures implemented to control such events, that affects travel demand, travel behavior, or travel restrictionsoutbreaks and consumer responses to such outbreaks, could have a material adverse impact on our business, financial conditioncondition. These impacts, which are highly uncertain and operating results. In addition, outbreaks of disease have resulted in increased governmentcannot be accurately predicted, could be significant and long term. Further, any actions taken to mitigate any health crises could lead to an economic recession. For example, ." 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 regulation,social distancing initiatives which negatively impacted our operations and could expand to include quarantinesthose of our personnel or an inability to access facilities or our aircraft, which would adversely affect our operations.
In December 2019, the COVID-19 straincustomers. As a result of coronavirus was reported in China. The World Health Organization has declared COVID-19 a pandemic. The United States government has already implemented some forms of travel restrictions. For example, on January 30, 2020, the U.S. Department of State issued a Level 4 "do not travel" advisory for China and, in March of 2020, the U.S. government implemented travel restrictions to Canada and parts of Europe. The U.S. government has also implemented quarantine requirements and travel restrictions in connection with the COVID-19 pandemic, among other measures. Future travel restrictions may impact the type of air travel services we provide. The COVID-19 pandemic and public fear of COVID-19 has reduced the demand for our customer’s services, and as ofon March 17, 2020 all sightseeing tour operations at the Downtown ManhattanNew York Heliport ceased. On July 20, 2020, New York City started Phase 4 of the city’s reopening. Sightseeing tour operators at the New York 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 and through the date of this report, sightseeing tour operators have ceased dueseen an increase in activity and a much higher demand for tours. The COVID-19 pandemic had a less substantial impact on our operations at our Kansas FBO and MRO.
Further, there can be no assurance that cost constraint actions, if any, in response to a dropthe pandemic or any future crisis, will offset possible future impacts of the crisis. While restrictions related to the COVID-19 pandemic have eased, the ultimate impact of it or any other public health crisis on our business and results of operations will depend on, among other things, the severity and length of the health crisis, the duration, effectiveness, and extent of the mitigation measures and actions designed to contain the outbreak, the emergence, contagiousness, and threat of new and different strains of the disease, the availability and efficacy of vaccines and effective treatments, public acceptance of the vaccines, changes in demandcustomer and consumer behavior as a result of the ongoing COVID-19 pandemic. Thecrisis, as well as the resulting economic conditions and how quickly and to what extent of the impact of the COVID-19 on our operationalnormal economic and financial performance will depend on future developments, including the duration and spread of the COVID-19 pandemic and related travel advisories and restrictions and the impact of the COVID-19 on overall demand for air travel,operating conditions resume, all of which are highly uncertainuncertain. Such extraordinary events and their aftermaths can cause investor fear and panic, which could further materially and adversely affect our operations, the economies in which we operate, and the financial markets generally in ways that cannot necessarily be predicted. If we experience significant declinesThe effects of the COVID-19 pandemic, or any future public health crisis, and mitigation measures taken in demandresponse, have had and could have a suspension ofmaterial negative impact on our customer’s operations over an extended period of time, our results of operations for the fiscal year ending December 31, 2020 will be materially adversely affected.
Our business and results of operations and financial condition may be adversely affected byamplify many of the outbreak of COVID-19.other risk factors disclosed elsewhere in this "Item 1A. Risk Factors."
The global spread of COVID-19 has created significant volatility, uncertainty and economic disruption. The extent to which the coronavirus pandemic impacts our business, operations and financial results is uncertain and will depend on numerous evolving factors that we may not be able to accurately predict, including:
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We could be adversely affected by increases in the price, or decreases in the availability, of jet fuel.fuel.
Our operations could be significantly affected by the availability and price of jet fuel. The price and supply of jet fuel is unpredictable and fluctuates based on events we cannot control, such as geopolitical developments, including but not limited to heightened uncertainties and impacts resulting from Russian military actions in Ukraine and associated response, supply and demand for crude oil, actions by oil and jet fuel producers, actions by jet fuel refiners, conflict, unrest or economic instability in oil producing countries and regions, regional production patterns and weather conditions. A significant increase in the price of jet fuel would most likely have a material impact on our ability to achieve and maintain profitability unless we are able to pass on such costs to our customers. Due to the competitive nature of the industry, our ability to pass on increased fuel prices by increasing our rates is uncertain. Likewise, any potential benefit of lower fuel prices may be offset by increased competition and lower revenue, in general. While we do not currently anticipate a significant reduction in fuel availability, dependency on foreign imports of crude oil and the possibility of changes in government policy on jet fuel production, transportation and marketing make it impossible to predict the future availability of jet fuel. If there are new outbreaks of hostility or other conflicts in oil producing areas or elsewhere, there could be a reduction in the availability of jet fuel or significant increases in costs to our business, as well as to the entire aviation industry, which in turn would adversely affect our business and results of operations. While we do not currently anticipate a significant reduction in fuel availability, dependency on foreign imports of crude oil and the impacts resulting from Russian military actions in Ukraine and possibility of changes in government policy on jet fuel production, transportation and marketing make it impossible to predict the future availability of jet fuel. As a result, any increases in these prices or decrease in the availability of fuel may adversely affect our profitability and competitiveness.
We could be adversely affected by the loss of certain key customers or the inability of such key customers to pay amounts due to us.
For the fiscal year ended December 31, 2019, four customers represented approximately 54.7% of our revenue. Additionally, these four accounts represented approximately 73.0% of the balance of accounts receivable at December 31, 2019. Accounts receivable are carried at their estimated collectible amounts and are periodically evaluated for collectability. The loss of any of our key customers, or the inability of such customers to pay amounts due to us, could result in a significant decrease in revenue that may adversely affect our business and result of operations.
We could be adversely affected by the loss of or failure to extend our material agreements including our Concession Agreement with the City of New York.
All of our business is conducted and reliant on the New York and our leaseHeliport. Any disruption in business at the New York Heliport or additional restrictions imposed on the operations of the Garden City, Kansas facilities.
A substantial portionNew York Heliport by the NYCEDC could adversely impact our results of operations. Additionally, our business depends on our existing material agreements including ourus remaining as the operator of the New York Heliport. Our current Concession Agreement with the City of New York and our lease of facilitiesexpires April 30, 2023.
On February 15, 2023, it was reported in Garden City, Kansas. If we were to lose these agreements, or if these agreements expired without renewal or extension, we may be unable to operate our business in our current geographic markets. Should we lose or fail to extend these agreements, there is no guaranteethe public record that we could enter into new agreements with similar terms or into new agreements at all. If we were to enter into material agreements with less favorable terms or if we were unable to enter into new agreements, our business and results of operationsNYCEDC would be materially and adversely affected.
Our agreement (the“Air Tour Agreement”)bringing a new Concession Agreement with the New York City Economic Development Corporation (the“NYCEDC”) may continue to negatively impact our business and financial resultsCompany as well as those of our management company.
Under the Air Tour Agreement, we cannot allow our tenant operators to conduct tourist flights from the Downtown Manhattan Heliport on Sundays. We were also required to ensure that our tenant operators reduced 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, since June 1, 2016, we have been required to provide monthly written reports to the NYCEDC and the New York City Council detailing the number of tourist flights conducted outoperator of the Downtown Manhattan Heliport compared to 2015 levels, as well as informationthe Franchise and Concession Review Committee meeting on any tour flightMarch 3, 2023. The item was subsequently pulled off the agenda, with NYCEDC announcing on April 7, 2023 that flies over land or straysthe previous Request for Proposals ("RFP") had been cancelled and that it is their intention to put out a new RFP in 2023. Saker's current Concession Agreement terminates on April 30, 2023. The Company has been notified by NYCEDC that the Company will receive a new permit to operate the heliport from agreed upon routes. These provisions ofMay 1, 2023 until a new RFP process is concluded. The Company is currently working with NYCEDC on the Air Tour Agreement have,new agreement and may continueexpects to have an adverse effect on our business and results of operations.file a Form 8-K once the new agreement is finalized.
The continued threat of terrorist actions may result in less demand for private aviation and, as a result, our revenue may be adversely affected and we may not be able to continue successful operations.
Terrorist actions involving public and private aircraft may have a significant adverse impact on us. As a result of these actions, individuals and corporate customers may cease using private aircraft as a means of transportation or reduce their use of such aircraft, or we could become subject to burdensome regulations that would have an adverse effect on our results of operations. In either event, we would be unable to maintain sales and may be unable to continue our operations on a successful basis.
The FBO segment of the aviation services industry in which we operate is fiercely competitive.
We compete with national, regional, and local FBO operators. Many of our competitors have been in business longer than we have and have greater financial resources available to them. Having greater financial resources will make it easier for these competitors to absorb an increase in fuel prices and other expenses. In addition, these competitors might seek acquisitions in regions and markets competitive to us, which could have an adverse effect on our business and results of operations. Accordingly, we can give no assurance that we will be able to successfully compete in our industry.
Our business as an FBO is subject to extensive governmental regulation.
FBOsWe are subject to extensive regulatory requirements that could result in significant costs. For example, the FAA, from time to time, issues directives and other regulations relating to the management, maintenance and operation of facilities, including the potential of emergency regulations, such as those related to the COVID-19 pandemic.public health crises including pandemics and epidemics. Additionally, we may be subject to government procurement regulations as they relate to obtaining new agreements or renewing or extending existing agreements with governmental entities. Compliance with those requirements may cause us to incur significant expenditures. The proposal and enactment of additional laws and regulations, as well as any charges that we have not complied with any such laws and regulations, could significantly increase the cost of our operations and reduce overall revenue. We cannot provide assurance that compliance with existing laws and regulations or that laws or regulations enacted in the future will not adversely affect our business and results of operations. If any emergency regulations related to the COVID-19 pandemic caused us to temporarily cease operations, our results of operations and financial condition would be adversely impacted.
We must maintain and add key management and other personnel.
Our future success is heavily dependent on the performance of our managers. Our growth and future success depends, in large part, on the continued contributions of management and our ability to retain management. Our success depends to a significant extent upon the continued service of Ron Ricciardi, our President and Chief Executive Officer. On September 1, 2019, we entered into an employment agreement with Mr. Ricciardi. The initial term runs from September 1, 2019 through September 1, 2019 and does not provide for automatic renewal. Loss of the services of Mr. Ricciardi could significantly harm our business, results of operations and financial condition. The Company maintains key-person insurance on the life of Mr. Ricciardi.
Our growth and future success also depends on other key individuals, as well as our ability to motivate and retain these personnel or hire other persons. Although we believe we will be able to retain and hire qualified personnel, we can give no assurance that we will be successful in retaining and recruiting such personnel in sufficient numbers to increase revenue, maintain profitability or successfully implement our growth strategy. If we lose the services of management or any of our key personnel, or are not able to retain or hire qualified personnel, our business could be adversely affected.
If our employees were to unionize, our operating costs would increase and our business could be adversely affected.
None of our employees are currently represented under a collective bargaining agreement. From time to time, there may be efforts to organize our employees. There is no assurance that our employees will not unionize in the future, particularly if legislation is passed that facilitates unionization. The unionization of our employees could have a material adverse effect on our business, financial condition and results of operations due to the possibility of work stoppage, wage increases, or other developments that may result from the unionization of our employees.
Changes in minimum wage laws outside of our control could affect our profitability.
We have employees who are paid wage rates based on the applicable federal or state minimum wage and increases in the minimum wage may increase our labor costs and reduce profitability. Federal, state, or local minimum wages may be raised in the future and we may be unable or unwilling to increase our prices in order to pass these increased labor costs on to our customers, in which case, our business and results of operations could be materially and adversely affected.
We are subject to environmental laws that could impose significant costs on us and the failure to comply with such laws could subject us to sanctions and material fines and expenses.
We are subject to a variety of federal, state and local environmental laws and regulations, including those governing the discharge of pollutants into the air or water, the management and disposal of hazardous substances and wastes and the responsibility to investigate and clean-up contaminated sites that are or were owned, leased, operated or used by us or our predecessors. Some of these laws and regulations require us to obtain permits, which contain terms and conditions that impose limitations on our ability to emit and discharge hazardous materials into the environment and may be periodically subject to modification, renewal and revocation by issuing authorities. Fines and penalties may be imposed for non-compliance with applicable environmental laws and regulations, the failure to have required permits or the failure to comply with the terms and conditions of such permits. We intend to comply with all laws and regulations, however, from time to time, our operations may not be in full compliance with the terms and conditions of our permits. We periodically review our procedures and policies for compliance with environmental laws and requirements. We believe that our operations are in material compliance with applicable environmental laws, requirements and permits and any lapses in compliance are not expected to result in us incurring material liability or cost to achieve compliance. However, there can be no assurance that our operations will remain in material compliance with applicable environmental laws and requirements. Historically, the costs of achieving and maintaining compliance with environmental laws, requirements and permits have not been material; however, the operation of our business entails risks in these areas and a failure by us to comply with applicable environmental laws, regulations or permits could result in civil or criminal fines, penalties, enforcement actions, third party claims for property damage and personal injury, requirements to clean up property or to pay for the costs of cleanup and/or regulatory or judicial orders enjoining or curtailing operations or requiring corrective measures. Moreover, if applicable environmental laws and regulations, or the interpretation or enforcement thereof, become more stringent in the future, we could incur capital or operating costs beyond those currently anticipated and our business and results of operations could be harmed.
The following risk factors relateRisks related to our common stock:securities:
There is no active market for our common stock,, which makes our common stock less liquidliquid..
To date, trading of our common stock has been sporadic and nominal in volume. In addition, there are only a limited number of broker-dealers trading our common stock. As a result, there is little, if any, liquidity in our common stock. We can provide no assurance that an active trading market will ever develop.
Our common stock is subject to the penny stock rules,, which makes our common stock less liquidliquid..
The SEC has adopted a set of rules called the “penny stock rules” that regulate broker-dealers with respect to trading in securities with a bid price of less than $5.00. These rules do not apply to securities registered on certain national securities exchanges (including the Nasdaq Stock Market), provided that current price and volume information regarding transactions in such securities is provided by the exchange. Our stock is not listed on such an exchange and we have no expectation that our common stock will be listed on such an exchange in the future. The penny stock rules require a broker-dealer to deliver to the customer a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. Additionally, the broker-dealer must provide the customer with other information. The penny stock rules also require that, prior to a transaction in a penny stock, the broker-dealer must determine in writing that the penny stock is a suitable investment for the purchaser. The broker-dealer must also receive the purchaser’s written agreement to the transaction. These disclosure requirements have the effect of reducing the level of trading activity in the secondary market for a stock such as ours that is subject to the penny stock rules.
Our common stock may not continue to be traded on the OTCQB.
We cannot provide any assurance that our common stock will continue to be eligible to be quoted on the OTCQB Marketplace (“OTCQB”). Should our common stock cease to be quoted on the OTCQB and fail to qualify for listing on a stock exchange (including the Nasdaq Stock Market), our common stock would only trade in the “pink sheets” which generally provides an even less liquid market than the OTCQB. In such event, stockholders may find it more difficult to trade their shares of our common stock or to obtain accurate and current information concerning market prices for our common stock.
Our management team currently has the ability to influence stockholder votes.
As of December 31, 2022, our executive officers, directors and their family members and associates, collectively, are entitled to vote 284,876 shares, or 29% of the 976,330 shares of our outstanding shares of common stock. Accordingly, and because there is no cumulative voting for directors, our executive officers and directors are currently in a position to influence the election of all of our Board of Directors. The management of our company is controlled by our Board of Directors, which is currently comprised of two independent directors, one non-independent director, and one executive officer/director.
General risk factors:
Potential additional financings, the granting of additional stock options and any anti-dilution provisions in our warrantspotential future derivative securities could further dilute our existing stockholders.
As of March 30, 2020,December 31, 2022, there were 1,020,135976,330 shares of our common stock outstanding. If all of our outstanding common stock purchase warrants and options were exercised, there would be 1,073,4631,043,824 shares outstanding, an increase of approximately 5.2%6.9%. Any further issuances due to additional equity financings, or the granting of additional options could further dilute our existing stockholders, which could cause the value of our common stock to decline.
Our Board of Directors’’ right to issue shares of preferred stock could adversely impact the rights of holders of our common stock.
Our Board of Directors currently has the right to authorize the issuance of up to 333,306 shares of one or more series of our preferred stock with such voting, dividend and other rights as our directors determine. Such action can be taken by our Board of Directors without the approval of our shareholders. Accordingly, the holders of any new series of preferred stock could be granted voting rights that reduce the voting power of the holders of our common stock. For example, the preferred holders could be granted the right to vote on a merger as a separate class even if the merger would not have an adverse effect on their rights. This right, if granted, would give such preferred holders a veto with respect to any merger proposal. Alternatively, such preferred holders could be granted a large number of votes per share while voting as a single class with the holders of our common stock, thereby diluting the voting power of the holders of our common stock. In addition, the holders of any new series of preferred stock could be given the option to redeem their shares for cash in the event of a merger. This would make acquiring us less attractive to a potential buyer. Thus, our Board of Directors could authorize the issuance of shares of the new series of preferred stock in order to defeat a proposal for the acquisition of our company that a majority of the holders of our common stock otherwise favor.
Our common stock may not continue to be traded on the OTCQB.
We cannot provide any assurance that our common stock will continue to be eligible to be quoted on the OTCQB Marketplace (“OTCQB”). Should our common stock cease to be quoted on the OTCQB and fail to qualify for listing on a stock exchange (including the Nasdaq Stock Market), our common stock would only trade in the “pink sheets” which generally provides an even less liquid market than the OTCQB. In such event, stockholders may find it more difficult to trade their shares of our common stock or to obtain accurate and current information concerning market prices for our common stock.
Our management team currently has influential voting power.
As of March 30, 2020, our executive officers, directors and their family members and associates, collectively, are entitled to vote approximately 333,589 shares, or 32.7% of the 1,020,135 shares of our outstanding shares of common stock. Accordingly, and because there is no cumulative voting for directors, our executive officers and directors are currently in a position to influence the election of all of our Board of Directors. The management of our company is controlled by our Board of Directors, which is currently comprised of three independent directors, a director who is a managing partner of a law firm which provides legal services to us, and one executive officer/director.
ITEM 1B. | UNRESOLVED STAFF COMMENTS |
Not applicable.
ITEM 2. | PROPERTIES |
As of March 30, 2020, we lease office31, 2023, the Company operates the New York Heliport pursuant to the Concession Agreement and has no leased offices or hangar space at the following locations:space.
Location | Purpose | Space (Square Feet) | Annual Rental | Expiration | |||||||
2117 S. Air Service Road Garden City, Kansas | Kansas FBO location | 17,640 | $ | 26,244 | December 31, 2030 | ||||||
2145 S. Air Service Road Garden City, Kansas | Kansas MRO location | 3,782 | $ | 6,780 | December 31, 2030 |
We believe that our space is adequate and suitable for our immediate needs. Additional hangar space may be required for our operations in the future. No definitive plans to lease any additional space have been developed at the time of this report. Should additional hangar space be required, there can be no assurance that such space will be available or available on commercially reasonable terms or at all.
ITEM 3. | LEGAL PROCEEDINGS |
From time to time,time-to-time, we may be a party to, one or more claims or disputes which may resultotherwise involved in, litigation. However,legal proceedings arising in the ordinary course of business. As of the date of this Report, we are currently not aware of any proceedings, threatened or pending, against us which, if determined adversely, would have a party to, nor ismaterial effect on our property subject to, any material pending legal proceedings.business, results of operations, cash flows or financial position.
ITEM 4. | MINE SAFETY DISCLOSURES |
Not applicable.
PART II
| MARKET FOR |
Market Information
Our common stock is quoted on the OTCQB under the symbol “SKAS”. The OTCQB is a regulated quotation service that displays real-time quotes, last-sale prices and volume information in over-the-counter (“OTC”) equity securities. Our common stock is only traded on a limited or sporadic basis and should not be deemed to constitute an established public trading market. OTC quotations reflect intra-dealer prices, without retail mark-up, mark-down, or commission and may not necessarily represent actual transactions.
The following table sets forth the high and low closing sale prices for the common stock as reported on the OTCQB each full quarterly period within for the past two most recent fiscal years, with quarters ended prioryears.
Common Stock | ||||||||
Quarterly Period Ended | High | Low | ||||||
March 31, 2021 | $ | 4.00 | $ | 2.16 | ||||
June 30, 2021 | $ | 2.95 | $ | 2.30 | ||||
September 30, 2021 | $ | 3.20 | $ | 2.19 | ||||
December 31, 2021 | $ | 3.85 | $ | 2.35 | ||||
March 31, 2022 | $ | 4.20 | $ | 2.50 | ||||
June 30, 2022 | $ | 4.91 | $ | 4.10 | ||||
September 30, 2022 | $ | 4.78 | $ | 3.51 | ||||
December 31, 2022 | $ | 5.75 | $ | 4.10 |
Stock Repurchases
On November 17, 2021, the Company agreed to March 1, 2019 adjustedpurchase all of the shares of the Company’s common stock owned by the Company’s former President and Chief Executive Officer, Mr. Ronald Ricciardi. The purchase price for the 53,789 shares was $204,399, or $3.80 a share, the previous day closing price of the Company’s reverse stock split effected on such date.stock. All of Mr. Ricciardi’s shares were canceled by the Company.
Common Stock | ||||||||
Quarterly Period Ended | High | Low | ||||||
March 31, 2018 | $ | 4.98 | $ | 2.79 | ||||
June 30, 2018 | $ | 3.90 | $ | 2.13 | ||||
September 30, 2018 | $ | 3.87 | $ | 2.25 | ||||
December 31, 2018 | $ | 3.30 | $ | 2.28 | ||||
March 31, 2019 | $ | 4.50 | $ | 2.31 | ||||
June 30, 2019 | $ | 4.10 | $ | 2.61 | ||||
September 30, 2019 | $ | 4.55 | $ | 2.85 | ||||
December 31, 2019 | $ | 7.00 | $ | 4.67 |
Holders
As of March 30, 2020,31, 2023, there were approximately 248156 holders of record of our common stock. This number does not include beneficial owners of the common stock whose shares are held in the names of various broker-dealers, clearing agencies, banks and other fiduciaries.
Dividends
On September 30, 2019, the Company announced that its Board of Directors had declared a special cash dividend of $0.50 per share (the “Dividend”). The Dividend is being paid to stockholders in equal quarterly installments of $0.125 per share which began on November 1, 2019, with the final dividend scheduled to be paid on August 28, 2020. The total amount of future cash dividends to be paid has been accrued in the Company’s balance sheets as of December 31, 2019.
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Not applicable.
ITEM 7. |
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Forward-looking Statements
This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods. These statements may include projections of revenue, provisions for doubtful accounts, income or loss, capital expenditures, repayment of debt, other financial items, statements regarding our plans and objectives for future operations, acquisitions, divestitures and other transactions, statements of future economic performance, statements of the assumptions underlying or relating to any of the foregoing statements and statements other than statements of historical fact.
Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties,uncer‐tainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by such forward-looking statements. We therefore caution you against relying on any of these forward-looking statements because they are neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements include our services and pricing, the impact of the COVID-19 pandemic, general economic conditions, our ability to raise additional capital our ability to obtain the various approvals and permits for the acquisition and operation of FBOs and the other risk factors contained in Item 1A of this report.
Any forward-looking statement made by us in this report speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
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.
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 New York Heliport and until October 31, 2022 as an FBO and MRO at the Garden City (Kansas) Regional Airport. On October 31, 2022, the Garden City facilities were sold and we no longer maintain an FBO or MRO at the Garden City (Kansas) Regional Airport.
Our business activities at the New York Heliport commenced in November 2008 when we were awarded the Concession Agreement by the City of New York to operate the New York Heliport, which we assigned to our subsidiary, FirstFlight Heliports, LLC d/b/a Saker Aviation Services. On February 15, 2023, it was reported in the public record that NYCEDC would be bringing a new Concession Agreement with the Company as the operator of the Downtown Manhattan Heliport to the Franchise and Concession Review Committee meeting on March 3, 2023. The item was subsequently pulled off the agenda, with NYCEDC announcing on April 7, 2023 that the previous Request for Proposals ("RFP") had been cancelled and that it is their intention to put out a new RFP in 2023. Saker's current Concession Agreement terminates on April 30, 2023. The Company has been notified by NYCEDC that the Company will receive a new permit to operate the heliport from May 1, 2023 until a new RFP process is concluded. The Company is currently working with NYCEDC on the new agreement and expects to file a Form 8-K once the new agreement is finalized.
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 New York Heliport ceased. On July 20, 2020, New York City started Phase 4 of the city’s reopening. Sightseeing tour operators at the New York 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 had an increase in activity and a much higher demand for tours.
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.
If we are able to grow our business as planned, we anticipate that our larger size would provide us with greater buying power from suppliers, resulting in lower costs. We expect that lower costs would allow for a more aggressive pricing policy against some competition. More importantly, we believe that the higher level of customer service offered in our facilities will allow us to draw additional aircraft to our facilities and thus allow us to compete against other FBOs of varying sizes.
Summary Financial Information
The summary financial data set forth below is derived from and should be read in conjunction with the consolidated financial statements, including the notes thereto, filed as part of this report.Annual Report on Form 10-K.
Consolidated Statement of Operations Data: | Year Ended December 31, 2019 | Year Ended December 31, 2018 | Year Ended 2022 | Year Ended December 31, 2021 | ||||||||||||
(in thousands, except for share and per share data) | ||||||||||||||||
Revenue | $ | 11,568 | $ | 11,118 | $ | 7,599 | $ | 2,400 | ||||||||
Operating Income, before income tax expense | $ | 1,066 | $ | 508 | ||||||||||||
Operating income, before income tax expense | $ | 732 | $ | 441 | ||||||||||||
Other income, before income tax expense | $ | 628 | $ | 308 | ||||||||||||
Income from continuing operations, before income taxes | $ | 1,361 | $ | 749 | ||||||||||||
Income tax expense | $ | 399 | $ | 196 | $ | (300 | ) | $ | (150 | ) | ||||||
Discontinued operations (loss) income, net of income taxes | $ | 186 | $ | 127 | ||||||||||||
Net Income | $ | 667 | $ | 312 | $ | 1,247 | $ | 726 | ||||||||
Net income per share – basic | $ | 0.66 | $ | 0.30 | $ | 1.28 | $ | 0.71 | ||||||||
Net income per share – diluted | $ | 0.65 | $ | 0.30 | $ | 1.26 | $ | 0.71 | ||||||||
Weighted average number of shares – basic | 1,008,979 | 1,029,001 | 976,048 | 1,023,709 | ||||||||||||
Weighted average number of shares – diluted | 1,021,865 | 1,039,599 | 987,149 | 1,026,729 |
Balance Sheet Data: (in thousands) |
December 31, 2019 |
December 31, 2018 | December 31, 2022 | December 31, 2021 | ||||||||||||
Working capital surplus | $ | 3,928 | $ | 3,872 | $ | 5,740 | $ | 3,442 | ||||||||
Total assets | $ | 7,257 | $ | 6,341 | $ | 6,913 | $ | 5,602 | ||||||||
Total liabilities | $ | 1,681 | $ | 994 | $ | 1,130 | $ | 1,138 | ||||||||
Stockholders’ equity | $ | 5,576 | $ | 5,347 | $ | 5,783 | $ | 4,464 | ||||||||
Total liabilities and Stockholders’ equity | $ | 7,257 | $ | 6,341 | $ | 6,913 | $ | 5,602 |
Management’sManagement’s Discussion and Analysis of Financial Condition and Results of Operations
Comparison of Resultsfor the Years Ended December 31, 20192022 and December 31, 2012021.
REVENUE AND RESULTS OF CONTINUING OPERATIONS
8DISCONTINUED OPERATIONS
As disclosed in a Current Report on Form 8-K filed with the SEC on November 2, 2022, on October 31, 2022, the Company sold its subsidiary FBO and MRO operations of FBO Air-Garden City, Inc. (“GCK”) to Crosby Flying Services, LLC (”Crosby”) for an aggregate purchase price of $1.6 million. Crosby paid the purchase price on October 31, 2022 less $160,000 (the “Installment Payment”) which is to be paid in cash upon the first anniversary of the Closing Date. The Installment Payment is 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 year ended December 31, 2022 and 2021.
.Comparison of Continuing Operations from the Twelve Months Ended December 31, 2022 and December 31, 2021.
REVENUE
Revenue from continuing operations increased by 4.0216.6 percent to $11,567,725$7,598,597 for the twelve months ended December 31, 20192022 as compared with corresponding prior-year period revenue of $11,118,452.$2,400,316.
For the twelve months ended December 31, 2019,2022, revenue from continuing operations associated with services and supply items increased by 2.1240.7 percent to approximately $6,600,000$5,747,000 as compared to approximately $6,400,000$1,687,000 in the twelve months ended December 31, 2018.2021. This increase was attributable to increased demand for services at our New York location in 2022 compared to the prior year, which was negatively impacted by the COVID-19 pandemic.
For the twelve months ended December 31, 2019,2022, revenue from continuing operations associated with the sale of jet fuel aviation gasoline and related items increased by 6.8261.6 percent to approximately $4,800,000$1,582,000 as compared to approximately $4,500,000$438,000 in the twelve months ended December 31, 2018.
For2021. This increase was attributable to the twelve months ended December 31, 2019, all other revenue increased by 5.4 percent to approximately $184,000 ashigher volume of gallons and price of jet fuel sold at our New York location in 2022 compared to approximately $174,000 in the twelve months ended December 31, 2018.prior year, which was negatively impacted by the COVID-19 pandemic.
GROSS PROFIT
Total gross profit increased 13.2For the twelve months ended December 31, 2022, all other revenue from continuing operations decreased by 2.4 percent to $5,716,659approximately $269,000 as compared to approximately $276,000 in the twelve months ended December 31, 2019 as compared2021.
GROSS PROFIT
Total gross profit increased 152.8 percent to $5,051,761$4,613,317 in the twelve months ended December 31, 2018.2022 as compared to $1,824,954 in the twelve months ended December 31, 2021. Gross margin was 49.460.7 percent for the twelve months ended December 31, 20192022 as compared to 45.476.0 percent for the same period in 2018.2021. Gross profit for the year ended December 31, 2021 was positively impacted by Employee Retention Tax Credits due the Company under the CARES Act. These credits were recorded in the second and third quarters of 2021. The increase in gross profit is also related to higher levels of activity at our Heliport operationNew York location in 20192022 as compared to the prior year. The increasedecrease in gross margin is related to the higher levelscost of revenue fromjet fuel and higher costs associated with services and supplies which generally carry a higher overall gross margin, in 20192022 as compared to the prior year.
OPERATING EXPENSE
Selling, General and Administrative
Total selling, general and administrative expenses (“SG&A”) were $4,669,097$3,880,902 in the twelve months ended December 31, 2019,2022, an increase of $109,519$2,496,494, or 2.4180.3 percent, as compared to the same period in 2018.2021.
SG&A associated with our FBONew York operations were approximately $4,100,000$3,329,000 in the twelve months ended December 31, 2019,2022, an increase of approximately $100,000,$2,416,000, or 2.4264.6 percent, as compared to the twelve months ended December 31, 2018.2021. SG&A associated with our FBONew York operations, as a percentage of revenue, was 35.943.8 percent for the twelve months ended December 31, 2019,2022, as compared with 36.538.0 percent in the corresponding prior year period. The increased operating expenses were largelyincrease in SG&A was primarily attributable to increased costs relatedfees due under the Company’s management agreement and fees due the NYCEDC in 2022 compared to the higherprior year due to pre-pandemic levels of activity beginning in our Heliport operations.April, 2022.
Corporate SG&A was approximately $514,000$552,000 for the twelve months ended December 31, 2019,2022, representing an increase of approximately $13,000$81,000, or 17.2 percent, as compared with the corresponding prior year period. The increase in Corporate SG&A on a year-over-year basis was largely attributable to non-recurring expenses in 2022.
OPERATING INCOME
Operating income for the year ended December 31, 20192022 was $1,047,562$732,414 as compared to $492,183operating income of $440,546 in the year ended December 31, 2018.2021. The increase in operating income on a year-over-year basis was driven by higher levels of gross profit.the factors described above.
Depreciation and Amortization
Depreciation and amortization was approximately $124,000$100,089 and $472,000$128,990 for the twelve months ended December 31, 20192022 and 2018,2021, respectively. The decrease in depreciation expense was attributable to the Company’s leasehold improvementsassets becoming fully depreciated at the end of 2018.in 2022.
Interest Income and ExpenseExpense
Interest income was $27,069$3,302 and $33,027$3,780 for the twelve months ended December 31, 20192022 and 2018,2021, respectively. 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 year ended December 31, 20192022 was $7,987,$17,979, as compared to $17,121$24,823 in the same period in 2018.2021. Interest expense in both years is included in gain (loss) from discontinued operations. The decrease in interest expense on a year-over-year basis was mainly attributabledue primarily to the Company’s 2019 repayment of bank loans that were originatednotes payable in March 2018.
Impairmentconnection with the sale of Goodwill and Other Intangibles
We had $750,000 of goodwill at Decemberour Kansas operation on October 31, 2019 and 2018.
Income Tax
Income tax expense for the twelve months ended December 31, 2019 was approximately $399,000, as compared to $197,000 in the same period in 2018. The increase is attributable to an increase in net income in 2019 as compared to net income in the same period in 2018. 2022.
Impairment of Goodwill and Other Intangibles
We had $0 and $750,000 of goodwill at December 31, 2022 and 2021, respectively. The Company’s goodwill was included in the sale of the Company’s Kansas location on October 31, 2022.
Income Tax Expense
Income tax expense for the twelve months ended December 31, 2022 was approximately $300,000, as compared to $150,000 in the same period in 2021. The increase in income tax expense is attributable to higher net income in the twelve months ended December 31, 2022 as compared to 2021.
Net Income Per Share
Net income for the twelve months ended December 31, 20192022 was $667,644$1,246,621 as compared to net income of $311,536$726,184 in the twelve months ended December 31, 2018.2021. The increase in net income was attributable to higher revenue at our New York location as well as an increase in other income in 2022 as compared to 2021.
Basic and diluted net income per share for the twelve months ended December 31, 20192022 was $0.66 and $0.65, respectively,$1.28 as compared to basic andnet income per share of $0.71 in 2021. Diluted net income per share for the twelve months ended December 31, 2022 was $1.26 as compared to diluted net income per share of $0.30 each for the same period$0.71 in 2018.2021.
Liquidity and Capital Resources
As of December 31, 2019,2022, we had cash and restricted cash of $3,597,491$5,977,157 and a working capital surplus of $3,928,872.$5,739,663. We generated revenue from continuing operations of $11,567,725$7,598,597 and had net income of $667,644$1,246,621 for the twelve monthsyear ended December 31, 2019. 2022. For the twelve monthsyear ended December 31, 2019,2022, cash flows included net cash provided by operating activities of $1,123,862,$2,435,018, net cash used inprovided by investing activities of $87,382,$1,201,853, and net cash used in financing activities of $277,638.$106,620.
As disclosed in a Current Report on Form 8-K filed on March 21, 2018 with 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”).
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. Until the Change of Terms Agreement, as defined below, 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 have become due and payable. All loans under the Key Bank Acquisition Note would have, after the Conversion Date, accrued 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, and as subsequently amended, the Company entered into a new loan agreement with the Bank (the(as so amended, the “Change of Terms Agreement”) which modified the original terms of the Key Bank Acquisition Note. Under the Change of Terms Agreement,The Bank notified the Company may continueof its decision to atdiscontinue the discretion of theKey Bank borrow up to an aggregate amount of $2,500,000 throughAcquisition Note, effective June 30, 2020 (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 December 31, 2019, there2021. There were no amounts due under the ChangeKey Bank Acquisition Note as of Terms Agreement.the date it was discontinued. All amounts due under the Key Bank Term Note have been repaid.
Proceeds from theThe Key Bank Revolver Note, at the discretion of the Bank, provideprovides 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)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. AsAny proceeds from the Key Bank Revolver Note would be secured by substantially all of December 31, 2019, therethe Company’s assets. There were no amounts due under the Key Bank Revolver Note.Note at December 31, 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 in 2021.
Proceeds from the Key Bank Term Note were utilized to retire amounts previously outstanding under a $280,920 term loan from PNC Bank. As of December 31, 2019, all amounts outstanding under the Key Bank Term Note have been repaid.
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 ManhattanNew York 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 twelve months ended December 31, 2019 and 2018, we incurred approximately $1,640,000 and $1,800,000 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 mayhas not allowbeen allowed to permit its tenant operators to conduct tourist flights from the Downtown ManhattanNew York Heliport on Sundays beginningsince 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 Agreementprovided 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. 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 New York 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.
TheseThe 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 New York 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.Aviation. The Company incurred management fees with Empire Aviation of approximately $2,200,000$2,138,000 and $1,777,000$0 during the twelve months ended December 31, 20192022 and 2018,2021, respectively. Empire Aviation 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 10. 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 twelve months ended December 31, 2022 and 2021, we incurred approximately $1,509,000 and $192,000 in concession fees, respectively, which isare recorded in administrative expenses.the cost of revenue.
On February 15, 2023, it was reported in the public record that NYCEDC would be bringing a new Concession Agreement with the Company as the operator of the Downtown Manhattan Heliport to the Franchise and Concession Review Committee meeting on March 3, 2023. The item was subsequently pulled off the agenda, with NYCEDC announcing on April 7, 2023 that the previous Request for Proposals ("RFP") had been cancelled and that it is their intention to put out a new RFP in 2023. Saker's current Concession Agreement terminates on April 30, 2023. The Company has been notified by NYCEDC that the Company will receive a new permit to operate the heliport from May 1, 2023 until a new RFP process is concluded. The Company is currently working with NYCEDC on the new agreement and Empire Aviation have also contributedexpects to file a Form 8-K once 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. Trenknew agreement 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. finalized.
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 atwith a monthly payment of $2,568 and an interest rate of LIBOR plus 416 basis points.5.5%. At the end of the Truck Lease, the Company’s subsidiary may purchase the vehicle for $1.00. The refueling truck was included in the sale of the Company’s Kansas subsidiary and the Truck Lease was paid in full at closing.
On January 15, 2019,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 was issued an unsecured note by one of its customersis required to make prepayments against the Truck Note 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 were to be made in six monthly installments beginning May 31, 2019. The customer’s payments on the note have not met the installment plan and the Company was working on changes to the note when the customer filed for Chapter 11 Bankruptcy. The Company intends to continue to pursue remaining amounts due$0.018 per gallon of fuel purchased under the note and it is the Company’s expectation that the note will be fulfilled.
As disclosed in a Current Report on Form 8-K filed with the SEC on July 6, 2015, the Company entered into a stock purchasefuel supply agreement dated June 30, 2015, by and between the Company and Warren A. Peck, pursuant to which Mr. Peck purchased all ofAvfuel. The Jet-A refueling truck was included in the capital stocksale of the Company’s wholly-ownedKansas subsidiary Phoenix Rising Aviation, Inc. The details ofand 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, whichTruck Note 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. In 2019, the Company accepted the title to a Falcon 10 aircraft owned by Mr. Peck as satisfactionpaid in full of the remainder of the $270,000 stock purchase price. The Company intends to sell the aircraft and has classified the it as “Held For Sale” on the Company’s Consolidated Balance Sheets as of December 31, 2019.
As disclosed in a Current Report on Form 8-K filed with the SEC on September 06, 2019, effective September 1, 2019, the Company and Ronald J. Ricciardi entered into a new Employment Agreement (the “New Agreement”). Pursuant to the New Agreement, Mr. Ricciardi will continue to serve as the Company’s President and Chief Executive Officer. Among other things, the New Agreement provides for a four-year term with a base salary of $200,000, with subsequent annual base salary increases at the discretion of the Board of Directors. In addition, Mr. Ricciardi is eligible to receive an annual incentive bonus in an amount equal to 25% of the then-applicable base salary earned in the event that the Company meets or exceeds its annual operating plan for earnings before interest, taxes, depreciation and amortization. Mr. Ricciardi also received a stock award upon the execution of the New Agreement. In addition, Mr. Ricciardi is eligible for additional stock awards upon each of the four anniversary dates of this New Agreement. Each of the five stock awards shall be the number of shares equal to the issued and outstanding shares of the Company on the date of each issuance multiplied by one half of one percent. The issuance of such stock awards are to be administered according to the Company’s Equity Compensation Plan, as approved the Company’s stockholders.
Our anticipated capital expenditures in 2020 are approximately $50,000 - $100,000.closing.
During the twelve months ended December 31, 2019,2022, we had a net increase in cash of $758,842.$3,530,251. Our sources and uses of funds during this period were as follows:
Cash from Operating Activities
For the year ended December 31, 2019,2022, net cash provided by operating activities was $1,123,862.$1,712,556. This amount included an increase in operating cash related to net incomeprofit of $667,644$1,246,621 and additions for the following items: (i) depreciation, $124,264;$100,089; (ii) stock-basedstock based compensation, expense, $33,997;$71,995; (iii) accounts receivable, $60,866; (iv)inventories, $227,091; (v) income tax receivable, $573,679; (vi) prepaid expenses, and other current assets, $271,830; (iv)$150,805; (vii) customer deposits, $3,552; (v) deferred income taxes, $31,000; (vi)$123,755; (viii) accounts payable, $49,052;$116,284; and (vii) accrued expenses, $59,129.$192,689. The increase in cash provided by operating activities in 20192022 was offset by the following items:item: (i) accounts receivable, trade, $106,267;gain on sale of assets, $431,318 and (ii) inventories, $10,339.life insurance proceeds (500,000). For the year ended December 31, 2018,2021, net cash provided by operating activities was $856,258.$813,751. This amount included an increase in operating cash related to net incomeprofit of $311,536$726,184 and additions for the following items: (i) depreciation, $472,067;$128,990; (ii) stock-basedstock based compensation, expense, $33,997;$34,392; (iii) extinguishment of debt, $304,833; (iv)income tax receivable, $261,922; (v) customer deposits, $2,512; (vi) accounts receivable, trade, $240,586;payable, $150,200; and (iv) deposits, $44,205.(vii) accrued expenses, $185,266. The increase in cash provided by operating activities in 20182021 was offset by the following items: (i) accounts receivable, trade, $43,308; (ii) inventories, $7,736; (ii)$79,485; and (iii) prepaid expenses, and other current assets, $34,783; (iii) deferred income taxes, $53,000; (iv) accounts payable, $146,903; and (v) accrued expenses, $3,711.$248,089.
Cash from Investing Activities
For the year ended December 31, 2019,2022, net cash provided by investing activities was $1,424,315. This amount included (i) net proceeds from sale of assets, $1,440,000; and (ii) the purchase of property and equipment, $15,685. For the year ended December 31, 2021, net cash used in investing activities was $87,382. This amount included payments of note receivable of $87,208 offset by$81,544 for purchases of property and equipment of $174,590. For the year ended December 31, 2018, net cash provided by investing activities was $660,082. This amount included payments of note receivable of $850,264 offset by purchases of property and equipment of $190,182.equipment.
Cash from Financing Activities
For the year ended December 31, 2019,2022, net cash provided by financing activities was $393,380. This amount included proceeds from life insurance $500,000 offset by (i) repayment of notes payable, $67,045; and (ii) repayment of right of use lease payables, $39,575.For the year ended December 31, 2021, net cash used in financing activities was $277,638 of which $112,217 was attributable to the repayment of notes payable, $126,630 to the payment of accrued dividends, and $38,891 to the repayment of right of use leases. For the year ended December 31, 2018, net cash used in financing activities was $402,195 of which $361,379 was attributable to the repayment of notes payable and $175,816 to the repurchase and cancellation of common stock, offset by$184,383. This amount included an addition for the issuance of notes payable of $135,000.$76,000 offset by the following items: (i) purchase and cancellation of common stock, $204,399; (ii) repayment of notes payable, $8,955; and (iii) repayment of right of use leases, $47,029.
Off-Balance Sheet Arrangements
We have not entered into any transactions with unconsolidated entities in which we have financial guarantees, subordinated retained interests, derivative instruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other obligations under a variable interest in an unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support.
Critical Accounting Estimates
Discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the amounts reported in the consolidated financial statements and the accompanying notes. We evaluate our estimates on an ongoing basis, including those estimates related to product returns, product and content development expenses, bad debts, inventories, intangible assets, income taxes, contingencies and litigation. We base our estimates on experience and on various assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
The critical accounting policies which we believe affect our more significant judgments and estimates used in the preparation of our consolidated financial statements are provided as follows:
Accounts Receivable, Trade
The Company extends credit
In 2021, the Company’s accounts receivable was primarily comprised of two customers at our New York Heliport. These customers continued to large and mid-size companies for products and services. The Company has concentrationsoperate throughout 2021, but at substantially reduced levels of credit risk in that 73.0%operation when compared to pre-pandemic levels. For the fiscal year ended December 31, 2021, these two customers represented approximately $180,000, or 59.8%, of the balance of its accounts receivable at December 31, 2019 is made up of only four customers. At December 31, 2019, accounts receivable from the Company’s four largest accounts amounted to approximately $241,298 (35.6%), $115,864 (17.1%), $111,149 (16.4%), and $26,523 (3.9%), respectively. receivable.In addition, these fourtwo customers represented approximately 54.7%27.6% of our revenue in 2019. At2021. The Company has a security deposit in place in connection with both of these receivables.
In March 2022, one of the Company’s former customers resumed operations.In June 2022, this customer ceased operating. In June 2022, a new tenant began operating at our New York Heliport. Beginning in April 2022, the Company’s customers began operating at pre-pandemic levels which continued through the end of 2022. For the fiscal year ended December 31, 2018, accounts receivable from2022, the Company’s four largestthree customers represented approximately $184,000, or 75%, of the balance of accounts amounted to approximately $285,350 (33.7%), $202,080 (23.8%), $101,678 (12.0%), and $12,671 (1.5%), respectively. receivable.In addition, these fourthree customers represented approximately 59.7%83 % of our revenue in 2018.2022. The Company has in place a security deposit in connection with threeplace for each of these receivables. Accounts receivable are carried at their estimated collectible amounts. Accounts receivable are periodically evaluated for collectability and the allowance for doubtful accounts is adjusted accordingly. We determine collectability based on our management experience and knowledge of the customers.
Goodwill and Intangible Assets
Goodwill and intangibles that are deemed to have indefinite lives are not amortized but, instead, are to be reviewed at each reporting period for impairment. We assessed potential impairment of goodwill using qualitative factors by considering various factors including macroeconomic conditions, industry and market conditions, cost factors, a sustained share price or market capitalization decrease and any reporting unit specific events. We performed an analysis of our goodwill and intangible assets at December 31, 2019 and 2018.2021. The Company had no goodwill recorded as of December 31, 2022 due to the sale of the Company’s Kansas location on October 31, 2022.
Income Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between their financial statement carrying amounts and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
Deferred tax assets are subject to a valuation allowance because it is more likely than not that certain of the deferred tax assets will not be realized in future periods. During 2020 we experienced a decrease in demand and minimal activity in our business. The extent of the impact of COVID-19 on our operational and financial performance cannot be predicted and will depend on future developments, including the duration and spread of the outbreak, related travel advisories and restrictions. Accordingly, we have established a valuation allowance on net deferred assets. We file income tax returns in the United States (federal) and in various state and local jurisdictions. In most instances, we are no longer subject to federal, state and local income tax examinations by tax authorities for years prior to 2016.2019.
Stock Based Compensation
Stock-based compensation expense for all share-based payment awards are based on the estimated grant-date fair value. We recognize these compensation costs over the requisite service period of the award, which is generally the option vesting term.
Option valuation models require the input of highly subjective assumptions, including the expected life of the option. Because our 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.
Recently Adopted 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. The adoption of ASU No. 2016-02 did not have a material impact on the Company’s financial statements.
ITEM 7A. |
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Not applicable.
ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA |
SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES | |
Table of Contents to Consolidated Financial Statements | |
Report of Independent Registered Public Accounting Firm | 19 |
Consolidated Financial Statements | |
Consolidated Balance Sheets as of December 31, |
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Consolidated Statements of Operations For the Years Ended December 31, |
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Consolidated Statements of Stockholders’ Equity For the Years Ended December 31, |
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Consolidated Statements of Cash Flows For the Years Ended December 31, |
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Notes to Consolidated Financial Statements |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Audit Committee of the Board of Directors and Stockholders of
Saker Aviation Services, Inc.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Saker Aviation Services, Inc. and Subsidiaries (the "Company") as of December 31, 20192022 and 2018,2021, the related consolidated statements of operations, stockholders’ equity and cash flows, for the years then ended, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20192022 and 2018,2021, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Change in Accounting Principle
As discussed in Note 3 to the consolidated financial statements, the entity changed its methods of accounting for leases in 2019 due to the adoption of ASU No. 2016-02 “Leases”.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Contingent Liabilities
As described in Note 14 to the consolidated financial statements, Management assesses matters to determine whether it can reasonably estimate the amount of a loss contingency and whether the loss is probable. Where the reasonable estimate of the probable loss is a range, Management records as an accrual in its financial statements the most likely estimate of the loss or the low end of the range, if there is no best estimate. Management either discloses the amount of a possible loss or range of a loss in excess of the recorded accrual or states that such an estimate cannot be made. Management discloses significant contingencies even where the liability is not probable or the amount of the loss is not estimable, or both, if management believes there is at least a reasonable possibility that a loss may be incurred.
The principal considerations for our determination that performing procedures relating to loss contingencies is a critical audit matter are the significant judgment by Management when assessing the likelihood of a loss being incurred and when estimating the loss or range of loss for each contingency, which in turn led to significant auditor judgment, subjectivity and effort in performing procedures and evaluating Management’s assessment of the liabilities and disclosure associated with loss contingencies.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included auditing the estimated range of loss provided by Management to determine if the amount of loss can be reasonably estimated, as well as financial statement disclosures. These procedures also included, among others, evaluating the reasonableness of Management’s assessment regarding whether the loss is probable and evaluating the sufficiency of the Company’s disclosures related to this contingency.
/s/ Kronick Kalada Berdy & Co. P.C.
We have served as the Company's auditor since 2009.
Kingston, Pennsylvania
March 30, 2020April 17, 2023
|
|
December 31, 2019 | December 31, 2018 | |||||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash | $ | 3,597,491 | $ | 2,838,649 | ||||
Accounts receivable | 678,045 | 847,814 | ||||||
Inventories | 181,204 | 170,865 | ||||||
Notes receivable | 188,828 | 270,000 | ||||||
Held for sale assets | 270,000 | --- | ||||||
Prepaid expenses and other current assets | 294,644 | 566,474 | ||||||
Total current assets | 5,210,212 | 4,693,802 | ||||||
PROPERTY AND EQUIPMENT, net of accumulated depreciation and amortization of $3,676,488 and $3,630,731 respectively | 323,316 | 388,072 | ||||||
OTHER ASSETS | ||||||||
Deposits | 2,512 | 2,512 | ||||||
Right of use assets | 495,377 | --- | ||||||
Goodwill | 750,000 | 750,000 | ||||||
Deferred income taxes | 476,000 | 507,000 | ||||||
Total other assets | 1,723,889 | 1,259,512 | ||||||
TOTAL ASSETS | $ | 7,257,417 | $ | 6,341,386 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
CURRENT LIABILITIES | ||||||||
Accounts payable | $ | 397,343 | $ | 348,291 | ||||
Customer deposits | 130,395 | 126,843 | ||||||
Accrued dividends payable | 373,370 | --- | ||||||
Accrued expenses | 319,557 | 288,630 | ||||||
Notes payable – current portion | --- | 57,722 | ||||||
Right of use leases payable – current portion | 60,675 | --- | ||||||
Total current liabilities | 1,281,340 | 821,486 | ||||||
LONG-TERM LIABILITIES | ||||||||
Notes payable - less current portion | --- | 173,399 | ||||||
Right of use leases payable - less current portion | 399,733 | --- | ||||||
Total liabilities | 1,681,073 | 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; 1,020,135 and 1,006,768 shares issued and outstanding as of December 31, 2019 and 2018, respectively | 30,604 | 30,203 | ||||||
Additional paid-in capital | 19,818,637 | 19,756,839 | ||||||
Accumulated deficit | (14,272,897 | ) | (14,440,541 | ) | ||||
TOTAL STOCKHOLDERS’ EQUITY | 5,576,344 | 5,346,501 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 7,257,417 | $ | 6,341,386 |
See accompanying notes to consolidated financial statements.PCAOB ID No. 448
SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||||||
|
For the Years Ended December 31, | ||||||||
2019 | 2018 | |||||||
REVENUE | $ | 11,567,725 | $ | 11,118,452 | ||||
COST OF REVENUE | 5,851,066 | 6,066,691 | ||||||
GROSS PROFIT | 5,716,659 | 5,051,761 | ||||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | 4,669,097 | 4,559,578 | ||||||
OPERATING INCOME | 1,047,562 | 492,183 | ||||||
OTHER INCOME (EXPENSE): | ||||||||
OTHER INCOME | --- | 447 | ||||||
INTEREST INCOME | 27,069 | 33,027 | ||||||
INTEREST EXPENSE | (7,987 | ) | (17,121 | ) | ||||
TOTAL OTHER INCOME | 19,082 | 16,353 | ||||||
INCOME FROM OPERATIONS, before income taxes | 1,066,644 | 508,536 | ||||||
INCOME TAX EXPENSE (BENEFIT) | ||||||||
CURRENT | 368,000 | 250,000 | ||||||
DEFERRED | 31,000 | (53,000 | ) | |||||
INCOME TAX EXPENSE | 399,000 | 197,000 | ||||||
NET INCOME | $ | 667,644 | $ | 311,536 | ||||
Basic Net Income Per Common Share | $ | 0.66 | $ | 0.30 | ||||
Diluted Net Income Per Common Share | $ | 0.65 | $ | 0.30 | ||||
Weighted Average Number of Common Shares – Basic | 1,008,979 | 1,029,001 | ||||||
Weighted Average Number of Common Shares – Diluted | 1,021,865 | 1,039,599 |
December 31, 2022 | December 31, 2021 | |||||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and restricted cash | $ | 5,977,157 | $ | 1,647,097 | ||||
Accounts receivable | 244,543 | 209,835 | ||||||
Non-Compete receivable | 160,000 | - | ||||||
Inventories | 13,551 | 740 | ||||||
Income tax receivable | 119,899 | 693,578 | ||||||
Prepaid expenses | 354,913 | 413,792 | ||||||
Assets of discontinued operations | - | 1,229,673 | ||||||
Total current assets | 6,870,063 | 4,194,715 | ||||||
PROPERTY AND EQUIPMENT, net of accumulated depreciation and amortization of $3,111,462 and $3,093,877 respectively | 42,862 | 46,407 | ||||||
Assets of discontinued operations | - | 1,360,714 | ||||||
TOTAL ASSETS | $ | 6,912,925 | $ | 5,601,836 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
CURRENT LIABILITIES | ||||||||
Accounts payable | $ | 328,505 | $ | 115,303 | ||||
Customer deposits | 204,633 | 80,878 | ||||||
Accrued expenses | 597,262 | 378,468 | ||||||
Liabilities of discontinued operations | - | 178,035 | ||||||
Total liabilities | 1,130,400 | 752,684 | ||||||
LONG-TERM LIABILITIES | ||||||||
Liabilities of discontinued operations | - | 385,243 | ||||||
TOTAL LIABILITIES | 1,130,400 | 1,137,927 | ||||||
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; 976,330 and 975,074 shares issued and outstanding as of December 31, 2022 and 2021, respectively | 29,290 | 29,252 | ||||||
Additional paid-in capital | 19,812,794 | 19,740,837 | ||||||
Accumulated deficit | (14,059,559 | ) | (15,306,180 | ) | ||||
TOTAL STOCKHOLDERS’ EQUITY | 5,782,525 | 4,463,909 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 6,912,925 | $ | 5,601,836 |
See accompanying notes to consolidated financial statements.
SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31, | ||||||||
2022 | 2021 | |||||||
REVENUE | $ | 7,598,597 | $ | 2,400,316 | ||||
COST OF REVENUE | 2,985,281 | 575,362 | ||||||
GROSS PROFIT | 4,613,316 | 1,824,954 | ||||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | 3,880,902 | 1,384,408 | ||||||
OPERATING INCOME | 732,414 | 440,546 | ||||||
OTHER INCOME: | ||||||||
BAD DEBT RECOVERY | 125,000 | - | ||||||
LIFE INSURANCE PROCEEDS, FORMER PRESIDENT | 500,000 | - | ||||||
GAIN ON EXTINGUISHMENT OF DEBT – PPP LOAN | - | 304,833 | ||||||
INTEREST INCOME | 3,302 | 3,780 | ||||||
TOTAL OTHER INCOME | 628,302 | 308,613 | ||||||
INCOME FROM CONTINUING OPERATIONS, before income taxes | 1,360,716 | 749,159 | ||||||
INCOME TAX EXPENSE | (300,000 | ) | (150,000 | ) | ||||
INCOME FROM CONTINUING OPERATIONS, net | 1,060,716 | 599,159 | ||||||
DISCONTINUED OPERATIONS: | ||||||||
(Loss) Income from | (65,413 | ) | 179,125 | |||||
Gain on Sale of Assets | 431,318 | - | ||||||
Income tax expense | (180,000 | ) | (52,100 | ) | ||||
INCOME FROM DISCONTINUED OPERATIONS, net of income taxes | 185,905 | 127,025 | ||||||
NET INCOME | $ | 1,246,621 | $ | 726,184 | ||||
Basic Net Income Per Common Share | $ | 1.28 | $ | 0.71 | ||||
Diluted Net Income Per Common Share | $ | 1.26 | $ | 0.71 | ||||
Weighted Average Number of Common Shares – Basic | 976,048 | 1,023,709 | ||||||
Weighted Average Number of Common Shares – Diluted | 987,149 | 1,026,729 |
See accompanying notes to consolidated financial statements.
SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR YEARS ENDED DECEMBER 31, 2022 AND 2021
Additional | Total | |||||||||||||||||||
Common Stock | Paid-in | Accumulated | Stockholders’ | |||||||||||||||||
Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
BALANCE – January 1, 2021 | 1,028,863 | $ | 30,866 | $ | 19,909,230 | $ | (16,032,364 | ) | $ | 3,907,732 | ||||||||||
Amortization of stock based compensation | 34,392 | 34,392 | ||||||||||||||||||
Purchase and cancellation of Common Stock | (53,789 | ) | (1,614 | ) | (202,785 | ) | (204,399 | ) | ||||||||||||
Net income | 726,184 | 726,184 | ||||||||||||||||||
BALANCE – December 31, 2021 | 975,074 | $ | 29,252 | $ | 19,740,837 | $ | (15,306,180 | ) | $ | 4,463,909 | ||||||||||
Amortization of stock based compensation | 71,995 | 71,995 | ||||||||||||||||||
Issuance of Common Stock in connection with a cashless exercise of stock options | 1,256 | 38 | (38 | ) | 0 | |||||||||||||||
Net income | 1,246,621 | 1,246,621 | ||||||||||||||||||
BALANCE – December 31, 2022 | 976,330 | $ | 29,290 | $ | 19,812,794 | $ | (14,059,559 | ) | $ | 5,782,525 |
See accompanying notes to consolidated financial statements.
SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES | |||||||
CONSOLIDATED STATEMENTS OF | |||||||
|
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 | 33,997 | 33,997 | ||||||||||||||||||
Repurchase and cancellation of Common Stock | (64,084 | ) | (1,922 | ) | (173,894 | ) | (175,816 | ) | ||||||||||||
Issuance of additional common stock | 266 | 8 | (8 | ) | 0 | |||||||||||||||
Net income | 311,536 | 311,536 | ||||||||||||||||||
BALANCE – December 31, 2018 | 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 | 33,997 | 33,997 | ||||||||||||||||||
Dividends declared | (500,000 | ) | (500,000 | ) | ||||||||||||||||
Issuance of additional Common Stock | 12,842 | 385 | 27,817 | 28,202 | ||||||||||||||||
Net income | 667,644 | 667,644 | ||||||||||||||||||
BALANCE – December 31, 2019 | 1,020,135 | $ | 30,604 | $ | 19,818,637 | $ | (14,272,897 | ) | $ | 5,576,344 |
For the Years Ended December 31, | ||||||||
2022 | 2021 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Net income | $ | 1,246,621 | $ | 726,184 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Depreciation and amortization | 100,089 | 128,990 | ||||||
Life insurance proceeds | (500,000 | ) | - | |||||
Stock based compensation | 71,995 | 34,392 | ||||||
Gain on sale of assets | (431,318 | ) | - | |||||
Gain on extinguishment of debt - PPP loan | - | (304,833 | ) | |||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | 60,866 | (43,308 | ) | |||||
Inventories | 7,091 | (79,485 | ) | |||||
Income tax receivable | 573,679 | 261,922 | ||||||
Prepaid expenses | 150,805 | (248,089 | ) | |||||
Customer deposits | 123,755 | 2,512 | ||||||
Accounts payable | 116,284 | 150,200 | ||||||
Accrued expenses | 192,689 | 185,266 | ||||||
TOTAL ADJUSTMENTS | 465,935 | 87,567 | ||||||
NET CASH PROVIDED BY OPERATING ACTIVITIES | 1,712,556 | 813,751 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
Net proceeds from sale of assets | 1,440,000 | - | ||||||
Purchase of property and equipment | (15,685 | ) | (81,544 | ) | ||||
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | 1,424,315 | (81,544 | ) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
Purchase and cancellation of common stock | - | (204,399 | ) | |||||
Proceeds from notes payable | - | 76,000 | ||||||
Proceeds from life insurance | 500,000 | - | ||||||
Repayment of notes payable | (67,045 | ) | (8,955 | ) | ||||
Repayment of right of use leases payable | (39,575 | ) | (47,029 | ) | ||||
NET CASH, PROVIDED BY (USED IN) FINANCING ACTIVITIES | 393,380 | (184,383 | ) | |||||
NET CHANGE IN CASH AND RESTRICTED CASH | 3,530,251 | 547,824 | ||||||
CASH AND RESTRICTED CASH – Beginning | 2,446,906 | 1,899,082 | ||||||
CASH AND RESTRICTED CASH – Ending | $ | 5,977,157 | $ | 2,446,906 | ||||
NON-CASH INVESTING ACTIVITIES | ||||||||
Net proceeds from sale of assets was reduced by issuance of a note receivable | $ | 160,000 | $ | - | ||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
Cash paid during the periods for: | ||||||||
Interest | $ | 17,979 | $ | 24,823 | ||||
Income taxes | $ | 216,546 | $ | 8,364 |
|
| |||||||||||||||||||||
|
For the Years Ended December 31, | ||||||||
2019 | 2018 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Net income | $ | 667,644 | $ | 311,536 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Depreciation and amortization | 124,264 | 472,067 | ||||||
Stock based compensation | 33,997 | 33,997 | ||||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable, trade | (106,267 | ) | 240,586 | |||||
Inventories | (10,339 | ) | (7,736 | ) | ||||
Prepaid expenses and other current assets | 271,830 | (34,783 | ) | |||||
Deposits | 3,552 | 44,205 | ||||||
Deferred income taxes | 31,000 | (53,000 | ) | |||||
Accounts payable | 49,052 | (146,903 | ) | |||||
Accrued expenses | 59,129 | (3,711 | ) | |||||
TOTAL ADJUSTMENTS | 456,218 | 544,722 | ||||||
NET CASH PROVIDED BY OPERATING ACTIVITIES | 1,123,862 | 856,258 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
Payment of notes receivable | 87,208 | 850,264 | ||||||
Purchase of property and equipment | (174,590 | ) | (190,182 | ) | ||||
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | (87,382 | ) | 660,082 | |||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
Notes Payable: | ||||||||
Borrowings: | --- | 135,000 | ||||||
Repayments | (112,117 | ) | (361,379 | ) | ||||
Dividends paid | (126,630 | ) | --- | |||||
Repayment of right of use leases payable | (38,891 | ) | --- | |||||
Repurchase and cancellation of common stock | --- | (175,816 | ) | |||||
NET CASH USED IN FINANCING ACTIVITIES | (277,638 | ) | (402,195 | ) | ||||
NET CHANGE IN CASH | 758,842 | 1,114,145 | ||||||
CASH – Beginning | 2,838,649 | 1,724,504 | ||||||
CASH – Ending | $ | 3,597,491 | $ | 2,838,649 | ||||
NON-CASH OPERATING, INVESTING AND FINANCING ACTIVITIES: | ||||||||
Accrued Dividend Payable | $ | 373,370 | $ | --- | ||||
Change in Accounts Receivable through issuance of a Note Receivable | $ | 276,036 | $ | 750,264 | ||||
Right of use assets obtained in exchange for Lease obligations | $ | 548,070 | $ | --- | ||||
Issuance of common stock | $ | 28,202 | --- | |||||
Change in assets held for sale from Notes Receivable | $ | 270,000 | $ | --- | ||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
Cash paid during the periods for: | ||||||||
Interest | $ | 7,987 | $ | 17,121 | ||||
Income taxes | $ | 79,029 | $ | 341,547 |
See accompanying notes to consolidated financial statements.
NOTE 1 - Nature of Operations
Our business activities are carried out by FirstFlight Heliports, LLC d/b/a Saker Aviation Services Inc. (“Saker”FFH”), through its subsidiaries (collectively the “Company”), operates in the aviation services segment of the general aviation industry, in which it servesa wholly-owned subsidiary, as the operator of the New York Heliport via a heliportconcession agreement with the City of New York. FBO Air Garden City, Inc. d/b/a Saker Aviation Services (“GCK”), a wholly-owned subsidiary and, until October 31, 2022, provided services as a fixed base operationoperator (“FBO”), and as a provider of aircraft maintenance, repair and overhaul (“MRO”). FBOs provide ground-based services, such as fueling and aircraft storage for general aviation, commercial and military aircraft, and other miscellaneous services.
FirstFlight Heliports, LLC d/b/a Saker Aviation Services (“FFH”), a wholly-owned subsidiary, operates the Downtown Manhattan Heliport via a concession agreement with the City of New York. FBO Air Garden City, Inc. d/b/a Saker Aviation Services (“FBOGC”), a wholly-owned subsidiary provides FBO and MRO services in Garden City, Kansas.
NOTE 2 – Liquidity and Material Agreements
As of December 31, 2019,2022, we had cash and restricted cash of $3,597,491$5,977,157 and a working capital surplus of $3,928,872.$5,739,663. We generated revenue from continuing operations of $11,567,725$7,598,597 and had net income of $667,644$1,246,621 for the twelve monthsyear ended December 31, 2019.2022. For the year ended December 31, 2022, cash flows included net cash provided by operating activities of $1,712,556, net cash provided by investing activities of $1,424,315, and net cash provided by financing activities of $393,380.
As disclosed in a Current Report on Form 8-K filed on March 21, 2018 with 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”).
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. Until the Change of Terms Agreement, as defined below, 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 have become due and payable. All loans under the Key Bank Acquisition Note would have, after the Conversion Date, accrued 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, and as subsequently amended, the Company entered into a new loan agreement with the Bank (the(as so amended, the “Change of Terms Agreement”) which modified the original terms of the Key Bank Acquisition Note. Under the Change of Terms Agreement,The Bank notified the Company may continueof its decision to atdiscontinue the discretion of theKey Bank borrow up to an aggregate amount of $2,500,000 throughAcquisition Note, effective June 30, 2020 (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 December 31, 2019, there2021. There were no amounts due under the ChangeKey Bank Acquisition Note as of Terms Agreement.the date it was discontinued. All amounts due under the Key Bank Term Note have been repaid.
Proceeds from theThe Key Bank Revolver Note, at the discretion of the Bank, provideprovides 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)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. AsAny proceeds from the Key Bank Revolver Note would be secured by substantially all of December 31, 2019, therethe Company’s assets. There were no amounts due under the Key Bank Revolver Note.Note at December 31, 2022 or 2021.
ProceedsOn August 14, 2020, the Company was granted a loan from the Key Bank Term Note were utilized(the “Loan”) in the amount of $304,833, pursuant to retire amounts previously outstandingthe 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 $280,920 term loan from PNC Bank. Asnote 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, 2019, all amounts outstanding under2020, in accordance with FASB ASC 470, Debt, and ASC 405-20, Liabilities – Extinguishment of Liabilities, the Key Bank Term Note have been repaid.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 in 2021.
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 ManhattanNew York 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 twelve months ended December 31, 2019 and 2018, we incurred approximately $1,640,000 and $1,800,000 in concession fees, respectively, which are recorded in the cost of revenue.
SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES
Notes To Consolidated Financial Statements
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 mayhas not allowbeen allowed to permit its tenant operators to conduct tourist flights from the Downtown ManhattanNew York Heliport on Sundays beginningsince 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, beginning onsince June 1, 2016, the Company washas 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 ManhattanNew York 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 to2021 and gave the City of New York undertwo one-year options to extend the term of the Concession Agreement. The term of the Concession Agreement be reducedwas subsequently extended by 50%, effective January 1, 2017.the City through April 30, 2023 by the City’s exercise of both one-year option renewals.
TheseThe 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 New York 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.Aviation. The Company incurred management fees with Empire Aviation of approximately $2,200,000$2,138,000 and $1,777,000$0 during the twelve months ended December 31, 20192022 and 2018,2021, respectively. Empire Aviation 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 (See Note 10. 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 twelve months ended December 31, 2022 and 2021, we incurred approximately $1,509,000 and $192,000 in concession fees, respectively, which isare recorded in administrative expenses.the cost of revenue.
On February 15, 2023, it was reported in the public record that NYCEDC would be bringing a new Concession Agreement with the Company as the operator of the Downtown Manhattan Heliport to the Franchise and Concession Review Committee meeting on March 3, 2023. The item was subsequently pulled off the agenda, with NYCEDC announcing on April 7, 2023 that the previous Request for Proposals ("RFP") had been cancelled and that it is their intention to put out a new RFP in 2023. Saker's current Concession Agreement terminates on April 30, 2023. The Company has been notified by NYCEDC that the Company will receive a new permit to operate the heliport from May 1, 2023 until a new RFP process is concluded. The Company is currently working with NYCEDC on the new agreement and Empire Aviation have also contributedexpects to file a Form 8-K once 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. Trenknew agreement 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. finalized.
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 atwith a monthly payment of $2,568 and an interest rate of LIBOR plus 416 basis points.5.5%. At the end of the Truck Lease, the Company’s subsidiary may purchase the vehicle for $1.00. The refueling truck was included in the sale of the Company’s Kansas subsidiary and the Truck Lease was paid in full at closing.
On January 15, 2019,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 was issued an unsecured note by one of its customersis required to make prepayments against the Truck Note 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 were to be made in six monthly installments beginning May 31, 2019. The customer’s payments on the note have not met the installment plan and the Company was working on changes to the note when the customer filed for Chapter 11 Bankruptcy. The Company intends to continue to pursue remaining amounts due$0.018 per gallon of fuel purchased under the note and it is the Company’s expectation that the note will be fulfilled.
As disclosed in a Current Report on Form 8-K filed with the SEC on July 6, 2015, the Company entered into a stock purchasefuel supply agreement dated June 30, 2015, by and between the Company and Warren A. Peck, pursuant to which Mr. Peck purchased all ofAvfuel. The Jet-A refueling truck was included in the capital stocksale of the Company’s wholly-ownedKansas subsidiary Phoenix Rising Aviation, Inc. The details ofand 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, whichTruck Note 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. In 2019, the Company accepted the title to a Falcon 10 aircraft owned by Mr. Peck as satisfactionpaid in full of the remainder of the $270,000 stock purchase price. The Company intends to sell the aircraft and has classified the it as “Held For Sale” on the Company’s Consolidated Balance Sheets as of December 31, 2019.
As disclosed in a Current Report on Form 8-K filed with the SEC on September 06, 2019, effective September 1, 2019, the Company and Ronald J. Ricciardi entered into a new Employment Agreement (the “New Agreement”). Pursuant to the New Agreement, Mr. Ricciardi will continue to serve as the Company’s President and Chief Executive Officer. Among other things, the New Agreement provides for a four-year term with a base salary of $200,000, with subsequent annual base salary increases at the discretion of the Board of Directors. In addition, Mr. Ricciardi is eligible to receive an annual incentive bonus in an amount equal to 25% of the then-applicable base salary earned in the event that the Company meets or exceeds its annual operating plan for earnings before interest, taxes, depreciation and amortization. Mr. Ricciardi also received a stock award upon the execution of the New Agreement. In addition, Mr. Ricciardi is eligible for additional stock awards upon each of the four anniversary dates of this New Agreement. Each of the five stock awards shall be the number of shares equal to the issued and outstanding shares of the Company on the date of each issuance multiplied by one half of one percent. The issuance of such stock awards are to be administered according to the Company’s Equity Compensation Plan, as approved the Company’s stockholders.closing.
SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES
Notes To Consolidated Financial Statements
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, FFH and FBOGC.GCK. All significant inter-company accounts and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s significant estimates include depreciation, amortization, impairment of goodwill and intangibles, stock-based compensation, allowance for doubtful accounts, and deferred tax assets.assets, and contingent liabilities.
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 $425,000 at December 31, 2022 and 2021.
Accounts Receivable, Trade and Revenue Concentration
The Company extends creditIn 2021, the Company’s accounts receivable was primarily comprised of two customers at our New York Heliport. These customers continued to large and mid-size companies for products and services. The Company has concentrationsoperate throughout 2021, but at substantially reduced levels of credit risk in that 73.0%operation when compared to pre-pandemic levels. For the fiscal year ended December 31, 2021, these two customers represented approximately $180,000, or 59.8%, of the balance of its accounts receivable at December 31, 2019 is made up of only four customers. At December 31, 2019, accounts receivable from the Company’s four largest accounts amounted to approximately $241,298 (35.6%), $115,864 (17.1%), $111,149 (16.4%), and $26,523 (3.9%), respectively.receivable. In addition, these fourtwo customers represented approximately 54.7%27.6% of our revenue in 2019. At2021.
One of the Company’s former customers resumed operations at our New York Heliport from March 2022 through June 2022, when it ceased operations again. A new tenant began operating at our New York Heliport in June 2022. Beginning in April 2022, the Company’s customers began operating at pre-pandemic levels which continued through the end of 2022. For the fiscal year ended December 31, 2018,2022, three customers represented approximately $184,000, or 75%, of the balance of accounts receivable from the Company’s four largest accounts amounted to approximately $285,350 (33.7%), 202,080 (23.8%), $101,678 (12.0%), and $12,671 (1.5%), respectively. receivable.In addition, these fourthree customers represented approximately 59.7%80 % of our revenue in 2018. Accounts receivable are carried at their estimated collectible amounts. Accounts receivable are periodically evaluated2022. The Company has a security deposit in place for collectability and the allowance for doubtful accounts is adjusted accordingly. We determine collectability based on our management experience and knowledgeeach of thethese customers.
Inventories
Inventories consistInventory consists primarily of maintenance parts and aviation fuel and arewhich is stated at the lower of cost or net realizable valuevalve determined by the first-in,first in first out method.
Property and Equipment
Property and equipment is stated at cost. Depreciation is provided primarily using the straight-line method over the estimated useful lives as set forth in footnoteNote 5. Amortization of leasehold improvements is provided using the straight-line method over the shorter of their estimated useful life or lease term, including renewal option periods expected to be exercised. Maintenance and repairs are charged to expense as incurred; costs of major additions and betterments are capitalized. When property and equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is reflected in income.
Goodwill and Intangible Assets
Goodwill and intangibles that areis deemed to have an indefinite lives arelife is not amortized but, instead, are to be reviewed at each reporting period for impairment. The Company assessed potential impairment of goodwill using qualitative factors by considering various factors including macroeconomic conditions, industry and market conditions, cost factors, a sustained share price or market capitalization decrease and any reporting unit specific events. The Company performed an analysis of its goodwill and intangible assets at December 31, 20192021 and 2018.deemed no impairment necessary. The Company’s goodwill was part of the Company’s sale if its Kansas subsidiary assets at a closing that occurred on October 31, 2022.
Leases
At December 31, 2019,2021, our consolidated balance sheets include a right of use asset of approximately $495,000,$387,000, a long-term lease liability of approximately $400,000,$328,000, and a short-term liability of approximately $61,000.$46,000. The Company’s right of use assets and right of use lease liabilities were included in the sale of our Kansas location on October 31, 2022.
SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES
Notes To Consolidated Financial Statements
Revenue Recognition
The Company recognizes revenue from ground-based services, such as fueling and aircraft storage, and aircraft maintenance and repair services.fueling. Revenue for the sale of ground-based services is recognized as a sale of services at the time the service is performed and provided to customers. Revenue for the sale of aircraft fuel is recognized at the time products are delivered to customers. Customers are invoiced at the time the services are performed and the associated revenue is recognized in the period it is earned. Revenue from aircraft storage services is recognized monthly based upon agreement. Aircraft maintenance and repair service revenue is recognized over time as all of the performance obligations are met. Performance obligations are satisfied when control of the aircraft has been transferred back to the customer.
In 2014, the Financial Accounting Standard Board (the “FASB”) issued ASC 606, Revenue from Contracts with Customers (“ASC 606”), replacing the existing accounting standard and industry specific guidance for revenue recognition with a five-step model for recognizing and measuring revenue from contracts with customers. The underlying principle of the new standard is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 became effective on January 1, 2018 and we adopted it using the modified retrospective method applied to open contracts and only to the version of the contracts in effect as of January 1, 2018. Prior period amounts have not been adjusted and continue to be reflected in accordance with our historical accounting. There was no impact on the consolidated financial statements and no cumulative effect adjustment was recognized.
Customer Deposits
Customer deposits consist of amounts that customers are required to remit in advance to the Company in order to secure payment for future purchases and services. Customer deposits amounted to approximately $204,000 and $81,000 at December 31, 2022 and December 31, 2021, respectively.
Advertising
The Company expenses all advertising costs as incurred. Advertising expense for the years ended December 31, 20192022 and 20182021 was approximately $29,840$0 and $33,118,$3,000, respectively. The company had previously expended funds to advertise services at its Kansas location.
Income Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between their financial statement carrying amounts and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income or loss in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The Company recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has analyzed the Company’s tax positions, and has concluded that no liability should be recorded related to uncertain tax positions taken.
Deferred tax assets are subject to a valuation allowance because it is more likely than not that certain of the deferred tax assets will not be realized in future periods.periods due to the uncertainty of future taxable income. The Company files income tax returns in the United States (federal) and in various state and local jurisdictions. In most instances, the Company is no longer subject to federal, state and local income tax examinations by tax authorities for years prior to 2016.2019.
Discontinue Operations
A component of the Company is classified as a discontinued operation when (i) the operations and cash flows of the component of the Company can be clearly distinguished and have been or will be eliminated from our ongoing operations; (ii) the component has either been disposed of or is classified as held for sale; and (iii) we will not have any significant continuing involvement in the operations of the component of the Company after the disposal transactions. Significant judgments are involved in determining whether a component meets the criteria for discontinued operations reporting and the period in which these criteria are met.
If a component of the Company is reported as a discontinued operation, the results of operations through the date of sale, including any gain or loss recognized on the disposition, are presented on a separate line of the Statements of Operations.
Fair Value of Financial Instruments
The reported amounts of the Company’s financial instruments, including accounts receivable, accounts payable and accrued liabilities, approximate their fair value due to their short maturities. The carrying amounts of debt approximate fair value because the debt agreements provide for interest rates that approximate market. The carrying value of the note receivable approximated fair value because it was discounted at a current market rate.
Net Income Per Common Share
Basic net income per share applicable to common stockholders is computed based on the weighted average number of shares of the Company’s common stock outstanding during the periods presented. Diluted net income per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted into common stock. Potentially dilutive securities, consisting of options, and warrants, are excluded from the calculation of the diluted income per share when their exercise prices are greater than the average market price of the common stock during the period or when their inclusion would be antidilutive. anti-dilutive.
SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES
Notes To Consolidated Financial Statements
The following table sets forth the components used in the computation of basic and diluted income per share:
For the Year Ended December 31, | For the Year Ended December 31, | |||||||||||||||
2019(1) | 2018(1) | 2022(1) | 2021(1) | |||||||||||||
Weighted average common shares outstanding, basic | 1,008,979 | 1,029,001 | 976,048 | 1,023,709 | ||||||||||||
Common shares upon exercise of options | 12,886 | 10,598 | 11,101 | 3,020 | ||||||||||||
Weighted average common shares outstanding, diluted | 1,021,865 | 1,039,599 | 987,149 | 1,026,729 |
(1) | Common shares of |
Stock-Based
Stock-Based Compensation
Stock-based compensation expense for all share-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 each of the years ended December 31, 20192022 and 2018,2021, the Company incurred stock based compensation of $33,997.$71,995 and $34,392, respectively. Such amounts have been recorded as part of the Company’s selling, general and administrative expenses in the accompanying consolidated statements of operations. As of December 31, 2019,2022, the unamortized fair value of the options totaled $74,660$76,000 and the weighted average remaining amortization period of the options approximated five years.
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.
The fair value of each share-based payment award granted during the years ended December 31, 20192022 and 20182021 were estimated using the Black-Scholes option pricing model with the following weighted average fair values:
For the Year Ended December 31, | For the Year Ended December 31, | ||||||||||||
2019 | 2018 | 2022 | 2021 | ||||||||||
Dividend yield | 0% | 0% | 0 | % | 0 | % | |||||||
Expected volatility | 910% | 740% | 4,918 | % | 732 | % | |||||||
Risk-free interest rate | 1.6% | 2.5% | 3.99 | % | 1.26 | % | |||||||
Expected lives (years) | 5.0 | 5.0 | |||||||||||
Expected lives (in years) | 5.0 | 5.0 |
The weighted average fair value of the options on the date of grant,grants, using the fair value based methodology during the years ended December 31, 20192022 and 2018,2021, was $5.16$1.84 and $3.03,$0.74, respectively.
Recently Adopted 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. The adoption of ASU 2016-02 did not have a material effect on the Company’s consolidated financial statements.
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. The Company also maintains fuel inventories for commercial airlines, to which it charges into-plane fees when servicing commercial aircraft.
SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES
Notes To Consolidated Financial Statements
Inventories consist of the following:
December 31, | ||||||||
2019 | 2018 | |||||||
Parts inventory | $ | 87,625 | $ | 82,384 | ||||
Fuel inventory | 79,497 | 76,761 | ||||||
Other inventory | 14,082 | 11,720 | ||||||
Total inventory | $ | 181,204 | $ | 170,865 |
Included in fuel inventory are amounts held for third parties of $25,804 and $37,675 as of December 31, 2019 and 2018, respectively, with an offsetting liability included as part of accrued expenses.
NOTE 5 – Property and Equipment, net
Property and equipment consist of the following:
December 31, | Estimated | ||||||||||||
2022 | 2021 | Useful Life | |||||||||||
Office furniture and equipment (in years) | 413,574 | 407,570 | 3 | – | 7 | ||||||||
Leasehold improvements (in years) | 2,740,750 | 2,732,714 | 10 | – | 20 | ||||||||
Total | 3,154,324 | 3,140,284 | |||||||||||
Less: accumulated depreciation and amortization | (3,111,462 | ) | (3,093,877 | ) | |||||||||
Property and equipment, net | $ | 42,862 | $ | 46,407 |
December 31, | Estimated | |||||||||||
2019 | 2018 | Useful Life (years) | ||||||||||
Aircraft | $ | 56,000 | $ | 56,000 | 7 | – | 12 | |||||
Vehicles | 396,483 | 467,972 | 5 | – | 10 | |||||||
Office furniture and equipment | 452,520 | 409,260 | 3 | – | 7 | |||||||
Tools and shop equipment | 81,847 | 81,847 | 3 | – | 10 | |||||||
Leasehold improvements | 2,812,594 | 2,803,724 | 10 | – | 20 | |||||||
Building/fuel farm | 200,000 | 200,000 | 7 | – | 17 | |||||||
Total | 3,999,804 | 4,018,803 | ||||||||||
Less: accumulated depreciation and amortization | (3,676,488 | ) | (3,630,731 | ) | ||||||||
Property and equipment, net | $ | 323,316 | $ | 388,072 |
Depreciation and amortization expense for the years ended December 31, 20192022 and 20182021 was approximately $124,000$100,089 and $472,000,$128,990, respectively.
NOTE 65 – Goodwill and Intangible Assets
The Company had $750,000 of goodwill at each of December 31, 2019 and 2018.
NOTE 7 – Notes Payable
Notes payable consist of: | December 31, | |||||||
2019 | 2018 | |||||||
Key Bank Term Note, paid in full in 2019. | $ | --- | 112,117 | |||||
Commerce Bank Truck Lease, converted to Right of use lease payable in 2019. | --- | 119,004 | ||||||
Subtotal | --- | 231,121 | ||||||
Less: current portion | --- | (57,722 | ) | |||||
Total – long term | $ | --- | $ | 173,399 |
SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES
Notes To Consolidated Financial Statements
NOTE 8 – Income Taxes
The Company’s deferred tax assets consisted of the following:
December 31, | ||||||||
Deferred tax assets: | 2022 | 2021 | ||||||
Stock based compensation | $ | 86,000 | $ | 72,000 | ||||
Property and equipment | 385,000 | 399,000 | ||||||
Total deferred tax assets | 471,000 | 471,000 | ||||||
Valuation Allowance | (471,000 | ) | (471,000 | ) | ||||
Deferred tax asset – net of valuation allowance | $ | - | $ | - | ||||
Decrease in valuation allowance | $ | - | $ | (55,000 | ) |
The valuation allowance fluctuated due to the uncertainty of future taxable income.
The provision for income taxes from continuing operations using the statutory federal tax rate as compared to the Company's effective tax rate is summarized as follows:
December 31, | ||||||||
2022 | 2021 | |||||||
Tax at statutory rate | 21.0 | % | 21.0 | % | ||||
Extinguishment of debt (PPP loan) | - | (6.9 | ) | |||||
Life insurance proceeds | (11.7 | ) | - | |||||
State and local income taxes, net of federal | 12.7 | 5.9 | % | |||||
Effective income tax expense rate | 22.0 | % | 20.0 | % |
Income tax receivable principally consists of funds due from the taxing authorities resulting from the carryback of net operating loss to prior tax years.
December 31, | ||||||||
Deferred tax assets: | 2019 | 2018 | ||||||
Stock based compensation | $ | 44,000 | $ | 50,000 | ||||
Goodwill and intangibles | 3,000 | 21,000 | ||||||
Property and equipment | 471,000 | 486,000 | ||||||
Total deferred tax assets | 518,000 | 557,000 | ||||||
Valuation Allowance | (42,000 | ) | (50,000 | ) | ||||
Deferred tax asset – net of valuation allowance | $ | 476,000 | $ | 507,000 | ||||
Change in valuation allowance | $ | 8,000 | $ | --- |
The provision for income taxes using the statutory federal tax rate as compared to the Company's effective tax rate is summarized as follows: | December 31, | |||||||
2019 | 2018 | |||||||
Tax expense at statutory rate | 21.0 | % | 21.0 | % | ||||
State and local income taxes, net of federal | 16.4 | % | 17.7 | % | ||||
Effective income tax expense rate | 37.4 | % | 38.7 | % |
On December 22, 2017, the 2017 Tax Cut and Jobs Act (the “Tax Act”) was enacted into law and the new legislation contains several key tax provisions, including a reduction of the corporate income tax rate to 21% effective January 1, 2018, among others. We are required to recognize the effect of the tax law changes in the period of enactment, such as determining the estimated transition tax, re-measuring our U.S. deferred tax assets and liabilities at a 21% rate as well as reassessing the net realizability of our deferred tax assets and liabilities.
NOTE 96 – Stockholders’ Equity
Common Stock
A summary of the Company’s shares of Common Stock outstanding at December 31, 20192022 is presented in the table below:
| Number of shares | ||||
| |||||
| |||||
| |||||
December 31, | |||||
| |||||
| |||||
| |||||
December 31, |
Stock Options
On August 27, 2019, at the Company’s Annual Meeting, the stockholders of the Company approved the Stock Incentive Plan of 2019 (”(the “2019 Plan”) at which time the “Plan”Company’s 2005 Stock Incentive Plan (the “2005 Plan”). Also included are outstanding warrants granted was terminated and no future awards could be issued under the Stock Option Plan2005 plan. As of December 31, 2022, 9,999 options were outstanding under the 2005 which was approved during the Annual Meeting on December 12, 2006. Plan.
The 2019 Plan is administered by the Company’s Compensation Committee and provides for 250,000185,000 shares of common stock to be reserved for issuance under the Plan. Directors, officers, employees, and consultants of the Company are eligible to participate in the Plan. The Plan provides for the awards of incentive and non-statutory stock options. The Compensation Committee determined the vesting schedule to be up to five years at the time of grant of any options under the Plan, and unexercised options will expire in up to ten years. The exercise price is to be equal to at least 100% of the fair market value of a share of the common stock, as determined by the Compensation Committee, on the grant date. The fair value of stock options are calculated in accordance with FASB ASC Topic 718. As of December 31, 20192022 and 2018,2021, there were 196,672127,505 and 186,673148,337 shares, respectively, available for grant as options under the Plan, respectively.2019 Plan.
SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES
Notes To Consolidated Financial Statements
Details of all options outstanding under the Plan are presented in the table below:
Number of Options | Weighted Average Exercise Price | Number of Options | Weighted Average Exercise Price | |||||||||||||
Balance, December 31, 2017 | 56,661 | $ | 2.606 | |||||||||||||
Balance, January 1, 2021 | 53,328 | $ | 3.384 | |||||||||||||
Granted | 13,332 | 2.400 | 13,332 | 3.450 | ||||||||||||
Exercised | (6,666 | ) | 2.310 | |||||||||||||
Balance, December 31, 2018 | 63,327 | $ | 2.594 | |||||||||||||
Expired | (6,666 | ) | 2.250 | |||||||||||||
Balance, December 31, 2021 | 59,994 | $ | 2.184 | |||||||||||||
Granted | 13,332 | 5.600 | 20,832 | 4.90 | ||||||||||||
Exercised | (13,332 | ) | 2.350 | (3,333 | ) | 2.580 | ||||||||||
Expired | (9,999 | ) | 2.550 | (9,999 | ) | 3.240 | ||||||||||
Balance, December 31, 2019 | 53,328 | $ | 3.391 | |||||||||||||
Balance, December 31, 2022 | 67,494 | $ | 4.04 |
A summary of the Company’s stock options outstanding at December 31, 20192022 is presented in the table below:
Exercise Price | Outstanding | Weighted average options (in years) | Exercisable | Intrinsic Value | |||||||||||||||
$ | 4.00 | 7,500 | 4.66 | - | $ | - | |||||||||||||
$ | 5.40 | 13,332 | 4.92 | - | $ | - | |||||||||||||
$ | 3.45 | 13,332 | 3.92 | 13,332 | $ | 10,416 | |||||||||||||
$ | 2.58 | 9,999 | 2.92 | 9,999 | $ | 16,511 | |||||||||||||
$ | 5.60 | 13,332 | 1.92 | 13,332 | $ | - | |||||||||||||
$ | 2.40 | 9,999 | .92 | 9,999 | $ | 18,311 | |||||||||||||
TOTALS | 67,494 | 46,662 | $ | 45,238 |
Exercise Price | Outstanding | Weighted average remaining contractual life of options (in years) | Exercisable | Intrinsic Value | |||||||||||
$5.60 | 13,332 | 4.92 | --- | $ | --- | ||||||||||
$2.40 | 13,332 | 3.92 | 13,332 | $ | 20,225 | ||||||||||
$3.24 | 13,332 | 2.92 | 13,332 | $ | 9,026 | ||||||||||
$2.25 | 6,666 | 1.92 | 6,666 | $ | 11,113 | ||||||||||
$2.40 | 6,666 | .92 | 6,666 | $ | 10,113 | ||||||||||
TOTALS | 53,328 | 39,996 | $ | 50,477 |
Warrants
The company does not have any warrants outstanding as of December 31, 2019.
Preferred Stock
As of December 31, 20192022 and 2018,2021, the Company has 333,306 shares of preferred stock authorized and none of which is issued and outstanding. On February 27, 2019, the Company filed with the Secretary of State of the state of Nevada a certificate of amendment oto our articles of incorporation. The amendment provided for, among other things, a reduction in the number of authorized shares of preferred stock to 333,306. The Company’s Board of Directors currently has the right, with respect to the authorized shares of our preferred stock, to authorize the issuance of one or more series of preferred stock with such voting, dividend and other rights as the directors determine. As of December 31, 20192022 and 2018,2021, there were no shares of preferred stock outstanding.
NOTE 107 – Employee Benefit Plan
The Company maintains a 401K Plan which covers all employees of the Company (the “401K Plan”). Effective January 1, 2020, the Company switched to a Safe Harbor 401K plan. The Safe Harbor 401K Plan stipulates that, going forward, all employees become vested 100% on day one. Employer contributions prior to the change vest over a five-year period on a 20% per year basis. The Company’s Safe Harbor 401K Plan provides that the Company match each participant's contribution at 100% up to 4% of the employee’s deferral. The employer match prior to the change was 50% up to 6% of the employee’s deferral. Company contributions to the 401K Plan totaled approximately $31,000$40,000 and $30,000$36,000 for the years ended December 31, 20192022 and 2018,2021, respectively.
NOTE 118 – CommitmentsDiscontinued Operations
Right-Of-Use Leasing Arrangements
The Company leases facilities from GardenAs disclosed in a Current Report on Form 8-K filed with the SEC on October 3, 2022, FBO Air-Garden City, Kansas,Inc., (“GCK”), one of our wholly owned subsidiaries entered into a FBO Transfer Agreement (the “Transfer Agreement”) with Crosby Flying Services, LLC (“Crosby”) pursuant to which provides for: (a)GCK agreed (i) to sell to Crosby substantially all of its assets and none of its liabilities, and (ii) to a 21-year lease term expiring December 31, 2030, withseven year non-competition covenant (the “Non-Compete”) whereby we, including our subsidiaries and affiliates, agreed not to 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 five-year renewal period, and (b) a base renthundred (100) miles of $2,187 per month. In addition, the Company incurs a fuel flowage fee of $0.06 per gallon of fuel received. The fuel flowage fee is to be reviewed annually by the Garden City Regional Airport the City of Garden City, and the Company. Flowage fees on fuel gallons purchased aggregated approximately $52,000 and $49,000 for the years ended December 31, 2019 and 2018, respectively.
SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES
Notes To Consolidated Financial Statements
The Company leases additional facilities fromin Garden City, Kansas which provides(the “Airport”), for a 14 year lease term expiring December 31, 2030 with a base rent of $565 a month.
In 2018, the Company’s Kansas subsidiary entered into a purchase lease with Commerce Bank for a refueling truck. The 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 lease, the Company’s subsidiary may purchase the vehicle for $1.00.
The Company’s lease right of use assets and lease liabilities as of December 31, 2019 are summarized as follows:
December 31, | ||||
2019 | ||||
Right of use assets | $ | 495,377 | ||
Current portion of debt and right of use lease liabilities | $ | 60,675 | ||
Long term portion of debt and right of use lease liabilities | 399,733 | |||
Total right of use lease liabilities | $ | 460,408 | ||
Weighted average remaining lease terms (years) | 12 | |||
Weighted average discount rate | 5.5 | % |
The maturities of the Company’s right of use lease liabilities as of December 31, 2019 are as follows:
For the year ended | ||||
December 31, | Total | |||
2020 | $ | 84,672 | ||
2021 | 84,018 | |||
2022 | 83,149 | |||
2023 | 61,688 | |||
2024 | 50,448 | |||
Thereafter | 289,171 | |||
TOTAL | $ | 653,146 | ||
Less Interest | (192,738 | ) | ||
Present value of lease liabilities | $ | 460,408 |
The components of right of use lease expenses included in “Selling, General and Administrative Expenses” in the Company’s consolidated statements of operations aggregated approximately $35,000 in 2019.
NOTE 12 – Dividend Payable
On September 30, 2019, the Company announced that its Board of Directors had declared a special cash dividend of $0.50 per share (the “Dividend”). The Dividend is being paid in equal quarterly installments of $0.125 per share which began on November 1, 2019, with the final dividend scheduled to be paid on August 28, 2020. The total amount of future cash dividends to be paid has been accrued in the Company’s consolidated balance sheets as of December 31, 2019.
NOTE 13 – 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 year ended December 31, 2019 and 2018, 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.$1.6 million.
SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES
Notes To Consolidated Financial Statements
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 transaction contemplated by the Transfer Agreement closed and we became subject to the Non-Compete, for an aggregate purchase price of approximately $1.5 million, after certain closing adjustments. Crosby 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 our compliance with the Non-Compete, pursuant to the Transfer Agreement.
GCK results of operations have been reported as discontinued operations in the Condensed Consolidated Statements of Operations for the twelve months ended December 31, 2022 and 2021.
12/31/21 | ||||
Current assets | ||||
Cash | $ | 799,809 | ||
Accounts receivable | 95,574 | |||
Inventories | 242,364 | |||
Prepaid expenses | 91,926 | |||
Total current assets | 1,229,673 | |||
Property and equipment | 222,854 | |||
Right of use assets | 387,860 | |||
Goodwill | 750,000 | |||
Total long-term assets | 1,360,714 | |||
Total assets | 2,590,387 | |||
Current liabilities | ||||
Accounts payable | 96,918 | |||
Accrued expenses | 26,105 | |||
Note Payable | 9,315 | |||
Right of use lease payable | 45,697 | |||
Total current liabilities | 178,035 | |||
Long-term liabilities | ||||
Note payable – Long Term | 57,730 | |||
Right of use lease payable | 327,513 | |||
Total long-term liabilities | 385,243 | |||
Total liabilities | $ | 563,278 |
Components of discontinued operations are as follows:
For the Twelve Months Ended December 31, | ||||||||
2022 | 2021 | |||||||
Revenue | $ | 3,704,048 | $ | 2,982,249 | ||||
Cost of revenue | 3,183,561 | 2,253,578 | ||||||
Gross profit | 520,487 | 728,671 | ||||||
Operating expenses | 567,920 | 524,723 | ||||||
Operating (loss) income from discontinued operations | (47,433 | ) | 203,948 | |||||
Gain on Sale | 431,318 | - | ||||||
Income tax expense | (180,000 | ) | (52,100 | ) | ||||
Interest expense | (17,980 | ) | (24,823 | ) | ||||
Net income from discontinued operations | $ | 185,905 | $ | 127,025 | ||||
Basic and diluted net income per common share | 0.19 | 1.24 | ||||||
Weighted average number of shares outstanding, basic | 976,048 | 1,023,709 | ||||||
Weighted average number of shares outstanding, diluted | 987,149 | 1,026,729 |
For the year ended December 31, 2022, total operating, investing and financing cash flows from discontinued operations were $(213,475), $458,064, including the proceeds from the sale of $1,440,000, and $(106,620) respectively.
NOTE 149 – 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 10 – Contingent Liabilities
Beginning in 2020, through the date of this report, the COVID-19 pandemic has negatively impacted the Company’s business and financial results at our New York Heliport. The negative impact on the Company’s business has also negatively affected our management company at the New York Heliport, Empire Aviation.
On March 17, 2020, all sightseeing tour operations at the New York Heliport ceased as a result of the COVID-19 pandemic. Payments to Empire Aviation also ceased around this time and did not resume due to the substantial losses the Company incurred throughout 2020. In May 2021, the Company began to see a slight uptick in activity at our New York Heliport, but activity levels continue to be at substantially lower levels than pre-pandemic years. Because of the continued lower levels of activity, payments to Empire Aviation did not resume in 2021. Empire Aviation had previously made a claim for $153,000 in unpaid fees in 2020 which the Company disputes. There can be no assurance that Empire Aviation will not make subsequent claims of amounts due under its management agreement. The Company estimates the range of the contingent liability at December 31, 2021 will not exceed $750,000, which has not been accrued at either December 31, 2021 or December 31, 2022. Management intends to vigorously defend against any claim.
NOTE 1511 – Subsequent Events
In December 2019, the COVID-19 strain of coronavirusOn February 15, 2023, it was reported in China. The World Health Organization has declared COVID-19the public record that NYCEDC would be bringing a pandemic. The United States government has already implemented some forms of travel restrictions. For example, on January 30, 2020, the U.S. Department of State issued a Level 4 "do not travel" advisory for China and, in March of 2020, the U.S. government implemented travel restrictions to Canada and parts of Europe. The U.S. government has also implemented quarantine requirements and travel restrictions in connectionnew Concession Agreement with the COVID-19 pandemic, among other measures. Future travel restrictions may impactCompany as the typeoperator of air travel services we provide. The COVID-19 pandemic and public fear of COVID-19 has reduced the demand for our customer’s services, and as of March 17, 2020, all sightseeing tour operations at the Downtown Manhattan Heliport have ceased due to the Franchise and Concession Review Committee meeting on March 3, 2023. The item was subsequently pulled off the agenda, with NYCEDC announcing on April 7, 2023 that the previous Request for Proposals ("RFP") had been cancelled and that it is their intention to put out a dropnew RFP in demand as2023. Saker's current Concession Agreement terminates on April 30, 2023. The Company has been notified by NYCEDC that the Company will receive a result ofnew permit to operate the ongoing COVID-19 pandemic.heliport from May 1, 2023 until a new RFP process is concluded. The extent ofCompany is currently working with NYCEDC on the impact ofnew agreement and expects to file a Form 8-K once the COVID-19 on our operational and financial performance will depend on future developments, including the duration and spread of the COVID-19 pandemic and related travel advisories and restrictions and the impact of the COVID-19 on overall demand for air travel, all of which are highly uncertain and cannot be predicted. If we experience significant declines in demand and a suspension of our customer’s operations over an extended period of time, our results of operations for the fiscal year ending December 31, 2020 will be materially adversely affected.new agreement is finalized.
ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
None.
ITEM 9A. | CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
Management, including our President (principal financial officer) and Chief Executive Officer (principal executive officer), have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Annual Report on Form 10-K. Based upon, and as of the date of that evaluation, our President and our Chief Executive Officer concluded that the 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 Exchange Act, is (i) recorded, processed, summarized and reported as and when required, and (ii) is accumulated and communicated to our management, including our President and our Chief Executive Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control overover Financial Reporting
There has been no change to our internal control over financial reporting during the fourth quarter of the fiscal year covered by this Annual Report on Form 10-K that has materially affected, or that is reasonably likely to materially affect our internal control over financial reporting.
Management’sManagement’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. All internal control systems, no matter how well designed and tested, have inherent limitations, including, among other things, the possibility of human error, circumvention or disregard. Therefore, even those systems of internal control that have been determined to be effective can provide only reasonable assurance that the objectives of the control system are met and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of management, including our Chief Executive Officer (principal executive officer) and our President (principal financial officer), we conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the assessment under this framework, management concluded that our internal control over financial reporting was effective as of December 31, 2019.2022.
ITEM 9B. | OTHER INFORMATION |
None.
ITEM 9C. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS |
Not Applicable.
Part III
ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS, |
The following table contains certain information related to the directors and executive officers of the Company as of December 31, 2019:2022:
Name | Age | Position | ||
William B. Wachtel | 68 | Director, Chairman of the Board | ||
| 44 | Director, President & Chief Executive Officer | ||
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Marc Chodock | 44 | Director | ||
Roy P. Moskowitz | 68 | Director | ||
Each of our directors is elected at the Annual Meeting of Stockholders to serve until the next Annual Meeting of Stockholders or until his successor is duly elected and qualified. Our officers are appointed annually by the Board of Directors to serve at the discretion of the Board.
Business History
William B. Wachtel – Director, Chairman of the Board
Mr. Wachtel was elected as a director and our Chairman of the Board on March 31, 2005. Mr. Wachtel served as our Chairman until April 8, 2009, when he resigned from such capacity but remained a member of the Board. On October 27, 2011, Mr. Wachtel was re-elected as our Chairman of the Board.Board and has served in that capacity since October 27, 2011.
Mr. Wachtel has been a managing partner of Wachtel Missry LLP (previously Wachtel & Missry,Masyr, LLP, and before that, its predecessor law firm Gold & Wachtel, LLP), since its founding in August 1984. Such firm has provided certain legal services to the Company in the past. HeServices provided in 2022 and 2021 totaled approximately $3,000 and $0, respectively. Mr. Wachtel is a co-founder of the Drum Major Institute, an organization carrying forth the legacy of the late Reverend Martin Luther King, Jr.
We believe that Mr. Wachtel’s participation is important to our Board of Directors because of his extensive experience advising companies regarding legal issues which providesgives him with a depththe qualifications and breadthskills to serve on our board of experience that enhances our ability to navigate legal and strategic issues, and because of his extensive experience working with us.directors..
Ronald J. Ricciardi Samuel Goldstein – Director, President and Chief Executive Officer
Mr. Ricciardi was designated as Chief Executive Officer on November 29, 2018 and has served as our President since March 2009. From August 2004 until September 2006, Mr. Ricciardi also served as our Acting Chief Financial Officer. Mr. Ricciardi was a director of Saker’s predecessor entity since its inception in 2003 and continues to serve in that capacity for the current entity. From December 2006 until October 2010, Mr. Ricciardi served as Vice Chairman of the Board. Mr. Ricciardi served as Chairman of the Board from April 2009 until October 2011.
Mr. Ricciardi is a senior executive with extensive general management experience in entrepreneurial and large companies. Before joining Arizona FBO Air and from 2000 - 2003, Mr. Ricciardi was President and CEO of P&A Capital Partners, Inc., an entertainment finance company established to fund the distribution of independent films. From 1999 – 2000, Mr. Ricciardi was also co-founder, Chairman and CEO of eTurn, Inc., a high technology service provider, for which he developed a consolidation strategy, negotiated potential merger and acquisition candidates, prepared private placement materials and executed numerous private, institutional and venture capital presentations. After a management career at Pepsi-Cola Company and the Perrier Group of America, Mr. Ricciardi was President and CEO of Clearidge, Inc., a leading regional consumer products company, where he provided strategic and organizational development, and led a consolidation effort that included 14 transactions, which more than tripled the revenue of Clearidge, Inc. over four years.
Mr. Ricciardi’s participation is important to our Board of Directors because of his 15 years of experience working in a variety of roles with us, including his service on our Board of Directors, combined with his knowledge of the aviation industry and his extensive management experience, all of which demonstrate his strong commitment to us and make him a valued member of our Board of Directors.
Samuel Goldstein – Director
Mr. Goldstein was appointed as a director on September 21, 2018. 2018 and our President and Chief Executive Officer on July 5, 2022.
Mr. Goldstein hashad served since 2014, and continues to serve, as Deputy Director ofon the Helicopter Tourism and Jobs Council (“HTJC”). from 2014 through 2019. During this time, HTJC successfully negotiated a settlement with the City of New York enabling the helicopter air tour industry to continue operations. Concurrently,In early 2019, Mr. Goldstein joined Marino, a leading strategic communications firm with offices in New York and Los Angeles, where he has served as a director with Marino’s Land Use Public Policy unit since 2019, and as Senior Director, Public Policy & External Relations since 2021. Mr. Goldstein was also a principal at Kivvit Public Affairs from 2017 to 2018 and served previously as the director of government relations for Selfhelp Community Services, one of New York’s largest senior housing and social service organizations, from 2008 to 2013.
We believe Mr. Goldstein’s participation is important to our Board of Directors because his exposure and outreach skills, developed in part as the previous Deputy Director of HTJC and corresponding knowledge of the local helicopter marketplace, enable Mr. Goldsteingives him the qualifications and skills to advise the Companyserve on potential coursesour board of action.directors.
Marc Chodock – Director
Mr. Chodock was appointed as a director on June 25, 2015.
Mr. Chodock has been acting as a private investor since February 2013. Previously, he was a consultant in the New York office of McKinsey & Company and a Principal at MatlinPatterson Global Advisors,Advisers, where he served on the Board of Directors of four companies. He holds a Bachelor of Science in Economics from the University of Pennsylvania’s Wharton School of Business and a Bachelor of Applied Science in Biomedical Science from the School of Engineering and Applied Science of the University of Pennsylvania.
We believe Mr. Chodock's participation is important to our Board of Directors because of his extensive experience in advising companies by serving on boards as well as his knowledge in depth and breadth of the aviation industry.industry gives him the qualifications and skills to serve on our board of directors.
Roy P. Moskowitz – Director
Mr. Moskowitz was appointed as a director on June 25, 2015.
Mr. Moskowitz has been the Chief Legal Officer of The New School since September 2006.from 2006 to 2019. From 1988 – 2004, Mr. Moskowitz held senior positions of legal oversight for New York educational institutions, including the New York State Education Department, City University of New York, Community School District #2, and the Regional Superintendent of Region 9.
We believe Mr. Moskowitz’ participation is important to our Board of Directors because his extensive experience analyzing legal issues enables Mr. Moskowitzgives him the qualifications and skills to advise the Companyserve on potential coursesour board of action, particularly when legal topics are involved.directors..
Family Relationships
There are no family relationships among our directors and executive officers.
Other Directorships
None of our directors serves as a director of a company (1) with a class of securities registered pursuant to Section 12 of the Exchange Act, (2) subject to Section 15(d) of the Exchange Act, or (3) registered as an investment company under the Investment Company Act of 1940.
Code of Ethics
On May 19, 2006, our Board of Directors adopted a Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions as well as to all of our other employees and directors. Our Code of Ethics is posted on our website at www.sakeraviation.com under the “Investor Relations” tab, and then under the “Corporate“Saker Aviation IR - Corporate Governance” sub-tab. We intend to satisfy any disclosure requirements pursuant to Item 5.05 of Form 8-K regarding any amendment to, or a waiver from, certain provisions of our Code of Ethics by posting such information on our website under the “Investor Relations” section.
Committees of the Board of Directors
There are three committees of the Board of Directors: the Audit Committee comprised of Marc Chodock and Roy P. Moskowitz, and Samuel Goldstein; the Nominating Committee comprised of William B. Wachtel and Ronald J. Ricciardi;Samuel Goldstein; and the Compensation Committee comprised of Roy P. Moskowitz, Marc Chodock, and Samuel Goldstein.
Delinquent Section 16(a) Reports
Based solely on a review of Forms 3 and 4 and amendments thereto, furnished to us during the fiscal year ended December 31, 20192022 and Forms 5 and amendments thereto, furnished to us with respect to the fiscal year ended December 31, 2019,2022, each director and officer timely reported all of his transactions during that most recent fiscal year as required by Section 16(a) of the Exchange Act, except for Messrs. Wachtel, Goldstein, Chodock, and Ricciardi,Raab, each of whom filed one late Form 4 reporting one transaction, Mr. Moskowitz who filed onetwo late Form 44s reporting two transactions, and Mr. GoldsteinRaab who filed his initial statement of beneficial ownership on Form 3 late and filed one late Form 4 reporting one transaction.3.
Corporate Governance
There have been no changes to the procedures by which our security holders may recommend nominees to our Board of Directors since our Board of Directors set forth such policy in our proxy statement for our Annual Meeting of Stockholders held on November 6, 2013.
Our Board of Directors has determined that, of its Audit Committee, Marc Chodock qualifies as a financial expert as such term is defined in applicable SEC rules, and Roy P. Moskowitz, Samuel Goldstein and Marc Chodock qualify as “independent” as such term is defined by the rules of the Nasdaq Stock Market.
Audit Committee
The board of directors has an audit committee that is responsible for assisting our board of directors in its oversight of the integrity of our financial statements, the qualifications and independence of our independent auditors, and our internal financial and accounting controls. The audit committee has direct responsibility for the appointment, compensation, retention (including termination) and oversight of our independent auditors, and our independent auditors report directly to the audit committee. The audit committee also prepares the audit committee report that the SEC requires to be included in our annual proxy statement.
The members of the audit committee are Messrs. Roy P. Moskowitz and Marc Chodock. Each member of the audit committee qualifies as an independent director under the corporate governance standards of the Nasdaq Listing Rules. Our board of directors has determined that Marc Chodock qualifies as an “audit committee financial expert” as such term is currently defined in Item 407(d)(5) of Regulation S-K.
ITEM 11. |
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As a smaller reporting company under the Exchange Act, we are providing the following executive compensation information in accordance with the scaled disclosure requirements pursuant to Item 402(m)-(q) of Regulation S-K.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth the annual and long-term compensation paid by us during the fiscal years ended December 31, 20192022 and 20182021 for services performed on our behalf with respect to the person who served as our executive officer as of December 31, 2019.named executive.
SUMMARY COMPENSATION TABLE
Name and Principal Position | Year |
Salary ($)(1) | All Other Compensation ($)(2) | Total ($) | Year |
Salary ($) | Bonus ($) | Option Awards ($) (1) |
All Other Compensation ($) | Total ($) | ||||||||||||||||||||||
Samuel Goldstein, President and Chief Executive Officer | 2022 | - | - | 17,998 | (2) | 4,500 | (3) | 22,498 | ||||||||||||||||||||||||
2021 | - | 11,499 | (2) | 4,000 | (3) | 15,499 | ||||||||||||||||||||||||||
Ronald J. Ricciardi, President and Chief Executive Officer | 2019 | 175,385 | 46,315 | 221,700 | ||||||||||||||||||||||||||||
Mark Raab, Former Acting Principal Financial Officer | 2022 | 127,246 | - | 30,000 | 4,362 | 161,608 | ||||||||||||||||||||||||||
2018 | 150,000 | 17,306 | 167,306 | 2021 | 101,340 | - | - | 8,982 | 110,322 |
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(2) | Represents the fair value of the option awards granted to Mr. Goldstein in 2022 for his services as a non-employee director. |
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Mr. Raab, ceased to be the company’s Acting Principal Financial Officer in July 2022. He received an annual gross salary of $127,246 and $101,340 in 2022 and 2021, respectively, annual health insurance coverage estimated at a value of $0 and $5,000 in both 2022 and 2021, respectively, and an annual 401K contribution of approximately $4,362 and $3,900 in 2022 and 2021, respectively. On May 1, 2022, Mr. Raab received a stock option to purchase 7,500 shares of the Company’s stock at $4.00 per share, the closing price on the day prior to the award. Mr. Raab received no bonuses in either 2022 or 2021. On December 1, 2022, Mr. Goldstein was granted options for his service in 2022 as a non-employee director for 3,333 shares at $5.40 per share, which was the closing sales price of our common stock on December 1, 2022. The options vest on December 1, 2023 and may be exercised until December 1, 2027
Mr. Samuel Goldstein became our acting principal executive officer in March 2021. He was appointed as the company’s President, Chief Executive Officer, and principal executive, financial, and accounting officer, on July 5, 2022. He received no salary, bonuses, or other compensation in 2022, except for non-employee director stock option issuances and non-employee director fees. As a non-employee director Mr. Goldstein is entitled to a fee of $1,000 per board meeting and $750 and $500 per committee meeting for committee chairman and committee members, respectively. Each director is also entitled to reimbursement for expenses incurred in connection with attendance at meetings of the Board of Directors.
Mr. Goldstein is currently the Company’s sole executive officer.
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 20192022
There are no outstanding equity awards atThe following table shows information about the number of unexercised stock options held by our named executive officer as of December 31, 2019.2022:
2019
Option Awards (1) | |||||||||||||
Name | Number of Securities | Number of Securities Underlying Unexercised Options (#) | Option Exercise | Option | |||||||||
Samuel Goldstein: | 3,333 | - | 2.40 | 12/01/2023 | |||||||||
3,333 | - | 5.60 | 12/05/2024 | ||||||||||
3,333 | - | 2.58 | 12/01/2025 | ||||||||||
3,333 | - | 3.45 | 12/01/2026 | ||||||||||
- | 3,333 | 5.40 | 12/01/2027 | ||||||||||
Mark Raab: | - | 7,500 | 4.00 | 05/01/2027 |
(1) | All outstanding awards of stock options were granted under either our 2005 or 2019 Stock Incentive Plan |
2022 DIRECTOR COMPENSATION TABLE
Name | Fees Earned in Cash ($)(1) | Option Awards ($)(2) | Total ($) | ||||||
Samuel Goldstein | 7,500 | 18,665 | 26,165 | ||||||
William B. Wachtel | 5,000 | 18,665 | 23,665 | ||||||
Marc Chodock | 7,500 | 18,665 | 26,165 | ||||||
Roy P. Moskowitz | 7,750 | 18,665 | 26,415 |
The table below shows information about the compensation of our non-executive directors except for Samuel Goldstein for their service during fiscal 2022. The Compensation for our non-employee director Samuel Goldstein, who is our President and Chief Executive Officer, is set forth in the Summary Compensation Table above.
Name | Fees Earned in Cash ($)(1) | Option Awards ($)(2) | Total ($) | |||||||||
William B. Wachtel | 4,000 | 17,998 | 21,998 | |||||||||
Marc Chodock | 7,000 | 17,998 | 24,998 | |||||||||
Roy P. Moskowitz | 6,000 | 17,988 | 23,998 |
1. | Each non-employee director is entitled to a fee of $1,000 per board meeting and $750 and $500 per committee meeting for committee chairman and committee members, respectively. Each director is also entitled to reimbursement for expenses incurred in connection with attendance at meetings of the Board of Directors. |
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2. | Each non-employee director is eligible to be granted an annual option to purchase shares of our common stock. On December 1, |
Employment Agreements
As disclosed in a Current Report on Form 8-K filed with the SEC on September 06, 2019, effective September 1, 2019, the Company and Ronald J. Ricciardi entered into a new Employment Agreement (the “New Agreement”). Pursuant to the New Agreement, Mr. Ricciardi will continue to serve as the Company’s President and Chief Executive Officer. Among other things, the New Agreement provides for a four-year term with a base salary of $200,000 with subsequent annual base salary increases at the discretion of the Board of Directors. In addition, Mr. Ricciardi is eligible to receive an annual incentive bonus in an amount equal to 25% of the then-applicable base salary earned in the event that the Company meets or exceeds its annual operating plan for earnings before interest, taxes, depreciation and amortization. Mr. Ricciardi also received a stock award upon the execution of the New Agreement. In addition, Mr. Ricciardi is eligible for additional stock awards upon each of the four anniversary dates of this New Agreement. Each of the five stock awards shall be the number of shares equal to the issued and outstanding shares of the Company on the date of each issuance multiplied by one half of one percent. The issuance of such stock awards are to be administered according to the Company’s Equity Compensation Plan, as approved the Company’s stockholders.
Employment Agreements
As of December 31, 2022, the Company has no Employment Agreements in place.
Additional Narrative Disclosure
We do not offer a defined benefit retirement or pension plan. The Company maintains a 401K Plan (the “401K Plan”) which covers all employees of the Company. Effective January 1, 2020, the Company switched to a Safe Harbor 401K plan. The Safe Harbor 401K Plan stipulates that, going forward, all employees become vested 100% on day one. Employer contributions prior to the change vest over a five-year period on a 20% per year basis. The Company’s Safe Harbor 401K Plan provides for the Company to match each participant's contribution at 100% up to 4% of the employee’s deferral. The employer match prior to the change was 50% up to 6% of the employee’s deferral. Company contributions to the 401K Plan totaled approximately $31,000$40,000 and $30,000$36,000 for the years ended December 31, 20192022 and 2018,2021, respectively.
ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
Beneficial Owners
The following table presents certain information as of March 30, 202031, 2023 regarding the beneficial ownership of our common stock by:
● | each of our current named executive officer and directors; and | |
● | all of our current directors and executive officer as a group; and | |
● | each other person or entity known by us to own beneficially 5% or more of our issued and outstanding common stock; |
Unless otherwise indicated below, the address for each of our directors and officers is 20 South Street, Pier 6 East River, New York, New York 10004.
Number of Shares | Percentage of | |||||||
of Common Stock | Common Stock | |||||||
Name of Beneficial Owner | Beneficially Owned | Beneficially Owned (1) | ||||||
William B. Wachtel (2) | 187,280 | (3) | 18.1 | % | ||||
Ronald J. Ricciardi (4) | 48,670 | (5) | 4.8 | % | ||||
Marc Chodock (6) | 110,514 | (7) | 10.8 | % | ||||
Samuel Goldstein (8) | 3,333 | (9) | 0.3 | % | ||||
Roy P. Moskowitz (10) | 10,458 | (11) | 1.0 | % | ||||
All directors and officers as a group (5 in number) | 360,255 | 34.0 | % | |||||
Ronald I. Heller (12) | 64,085 | (12) | 6.3 | % | ||||
All Beneficial Holders as a group (6 in number) | 424,340 | 40.3 | % |
Name of Beneficial Owner | Number of | Percentage of Owned (1) | ||||||
William B. Wachtel (2) | 187,279 | (3) | 18.9 | % | ||||
Samuel Goldstein (4) | 13,332 | (5) | 1.3 | % | ||||
Marc Chodock (6) | 117,180 | (7) | 11.8 | % | ||||
Roy P. Moskowitz (8) | 13,747 | (9) | 1.4 | % | ||||
Mark Raab (10) | 7,500 | (11) | - | |||||
All directors and officers as a group (5 in number) | 339,038 | 34.7 | % | |||||
Ronald I. Heller (12) | 64,085 | (12) | 6.6 | % | ||||
Ravi Desai (13) | 73,445 | (13) | 7.5 | % |
(1) | The percentages computed in the table are based upon |
(2) | William B. Wachtel is our Chairman of the Board and a director. |
(3) | The shares of our common stock reported in the table include: (a) |
(4) |
|
(5) | The shares of our common stock reported in the table include an option granted on December 1, 2022, which shall become exercisable on December 1, 2023. |
(6) | Marc Chodock is a director. |
(7) | The shares of our common stock reported in the table |
(8) | Roy P. Moskowitz is a director. |
(9) | The shares of our common stock reported in the table include (a) 7,081 shares held by Mr. Moskowitz; (b) 3,333 shares issuable upon the exercise of an option expiring December 1, 2024, which option is currently exercisable; (b) 3,333 shares issuable upon the exercise of an option expiring December 1, 2026, which option is currently exercisable. The shares of our common stock reported in the table do not reflect 3,333 shares issuable upon the exercise of an option granted on December 1, 2023. |
(10) |
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(11) | The shares of our common stock reported in the table include | |
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| Ronald I. Heller’s address is c/o Heller Capital Partners, 700 E. Palisade Avenue, Englewood, NJ 07632. Mr. Heller is the beneficial owner of 64,085 shares of common | |
(13) | Ravi Desai’s address is 14 Walsh Drive, Parsippany, NJ 07054. Mr Desai is the beneficial owner of 73,445 shares of common stock as disclosed in a 13D/A filed with the Securities and Exchange Committee on March 15, 2023. |
Equity Compensation Plan Information
The following table sets forth certain information, as of December 31, 2019,2022, with respect to securities authorized for issuance under equity compensation plans. The only security being so offered is our common stock.
Number of Securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | Number of Securities to | Weighted-average | Number of securities | |||||||||||||||||||
(a) | (b) | (c) | (a) | (b) | (c) | |||||||||||||||||||
Equity compensation plans approved by security holders | 53,328 | $ | 2.655 | 196,672 | 67,494 | $ | 4.04 | 127,505 | ||||||||||||||||
Equity compensation plans not approved by security holders | — | $ | — | — | — | $ | — | — | ||||||||||||||||
Total | 53,328 | $ | 2.655 | 196,672 | 67,494 | $ | 4.04 | 127,505 |
We received stockholder approval on December 12, 2006 forOn August 27, 2019, at the Saker Aviation Services, Inc. Stock Option PlanCompany’s Annual Meeting, the stockholders of 2005 which relates to 250,000 shares of our common stock. Additionally, we received stockholder approval on December 5, 2019 for the Saker Aviation Services Inc. 2019Company approved the Stock Incentive Plan of 2019 (the “2019 Plan”) at which made 185,000 shares of our common stock were available for awardtime the Company’s 2005 Stock Incentive Plan (the “2005 Plan”) was terminated and no future awards could be issued under the 2005 plan. As of December 31, 2022, 9,999 options were outstanding under the terminated 2005 Plan.
On February 27,The 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 (the “Reverse Split”) ofPlan is administered by the Company’s outstandingCompensation Committee and provides for 185,000 shares of common stock at a ratioto be reserved for issuance under the Plan. Directors, officers, employees, and consultants of 1-for-30. This amendment further provided for a reductionthe Company are eligible to participate in the numberPlan. The Plan provides for the awards of authorized shares of Common Stockincentive and non-statutory stock options. The Compensation Committee determined the vesting schedule to 3,333,334, as well as for a reduction inbe up to five years at the number of authorized shares of preferred stock to 333,306 (the Authorized Share Reduction”). The Company’s intention to effect both the Reverse Split and the Authorized Share Reduction were previously disclosed in a definitive information statement on Schedule 14A filed on July 13, 2017 and in a current report on Form 8-K filed on August 23, 2017. The amendment had an effective date and time of 12:01 a.m. Eastern Timegrant of any options under the Plan, and unexercised options will expire in up to ten years. The exercise price is to be equal to at least 100% of the fair market value of a share of the common stock, as determined by the Compensation Committee, on March 1, 2019 for stockholdersthe grant date. The fair value of record on February 27, 2019.stock options are calculated in accordance with FASB ASC Topic 718.
ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
Certain Relationships and Related Transactions
Our Board of Directors adopted a Policy and Procedure Governing Related Party Transactions on April 26, 2007, which policy delegates certain functions related to the review and approval of related party transactions to the audit committee and the compensation committee.
PursuantWe had no transactions, since the beginning of our last fiscal year, or any currently proposed transaction, in which we were or are to be a management agreement with Empire Aviation, which is owned byparticipant and the children of Alvin S. Trenk, our former Chief Executive Officer and a former director,amount involved exceeds the Company incurred management fees of approximately $2,200,000 and $1,777,000 during the twelve months ended December 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 behalflesser of the helicopter air tour industry, and which had engaged in discussions withlesser of $120,000 or one percent of the Mayor’s office. Mr. Goldstein, oneaverage of our directors, serves as deputy director of HTJC. Mr. Trenk is also an active participant with HTJC,total assets at year end for the last two completed fiscal years, and in which is managed by his grandson.
On February 6, 2018, the Company was issuedany related person had or will have a note by one of its customers at the Heliport. The note scheduled approximately $750,000 in receivables payable by such customer, had a maturity date of October 31, 2018, and carried a 7.5% rate ofdirect or indirect material interest. As of December 31, 2019, all amounts due under the note have been paid. During the second quarter of 2018, Mr. Trenk acquired controlling interest in this customer.
Director Independence
Our Board of Directors made the determination of director independence in accordance with the definition set forth in the Nasdaq Stock Market rules. Under such definition, Marc Chodock and Roy P. Moskowitz and Samuel Goldstein qualify as independent.
ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
Audit Fees. The aggregate fees billed for professional services rendered by the principal accountant were approximately $97,100 and $94,800 $101,500by Kronick Kalada Berdy & Co. for 2019in both 2022 and 2018, respectively,2021 for the audits of our annual financial statements for the fiscal years ended December 31, 20192022 and 2018,2021, and the reviews of the financial statements included in the Company’s Quarterly Reports on Forms 10-Q for those fiscal years.
Audit-Related Fees.Fees. There were no feesAudit-Related Fees billed for professional services categorized as Audit-Related Fees by the principal accountant for the fiscal years ended December 31, 20192022 and 2018.December 31, 2021.
Tax Fees. For theboth years ended December 31, 20192022 and 2018,2021, the aggregate fees billed by the principal accountant for services categorized as Tax Fees were $15,000 and $0, respectively.$15,000.
All Other Fees. There were no fees billed for services categorized as All Other Fees by the principal accountant for the fiscal years ended December 31, 20192022 and 2018.2021.
Audit Committee Policies and Procedures. The audit committee of the Board of Directors must pre-approve all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for us by our independent registered public accountants, subject to the de minimus exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act, which nonetheless must be approved by our audit committee prior to the completion of the audit. Each year the audit committee approves the engagement of our independent registered public accountant to audit our financial statements, including the associated fee, before the filing of the previous year’s Annual Report on Form 10-K. At the beginning of the fiscal year, the audit committee will evaluate other known potential engagements of the independent registered public accountants, including the scope of work proposed to be performed and the proposed fees, and approve or reject each service, taking into account whether the services are permissible under applicable law and the possible impact of each non-audit service on the independent registered public accountant’s independence from management. At each such subsequent meeting, the registered public accountants and management may present subsequent services for approval. Typically, these would be services such as due diligence for an acquisition, that would not have been known at the beginning of the year.
Since December 17, 2009 when our Board of Directors initially authorized the engagement of Kronick Kalada Berdy & Co., pursuant to the SEC rules stating that an auditor is not independent of an audit client if the services it provides to the client are not appropriately approved, each subsequent engagement of Kronick Kalada Berdy & Co, has been approved in advance by the audit committee of the Board of Directors, and none of these engagements made use of the de minimus exception to the pre-approval contained in Section 10A(i)(1)(B) of the Exchange Act.
Part VI
ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES |
(a) | Financial Statements |
The consolidated financial statements of Saker Aviation Services, Inc. and subsidiaries as of December 31, 20192022 and 20182021 and for each of the years then ended, and the Report of Independent Registered Public Accounting Firm thereon, are included herein as shown in the “Table of Contents to Consolidated Financial Statements.”
(b) | Financial Statement Schedules |
None.
(c) | Exhibits |
Exhibit No. | Description of Exhibit |
3.1 | |
3.2 | |
3.3 | |
3.4 | |
| |
| |
10.2 | |
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10.4 | |
10.5 | |
10.6 |
10.7 | |
21.1* | |
23.1* | |
31.1* | |
31.2* | |
32.1** | Certification pursuant to Section 1350 Certification of Sarbanes-Oxley Act of 2002. |
101.INS* | Inline XBRL Instance Document |
101.SCH* | Inline XBRL Taxonomy Extension Schema Document |
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF* |
|
101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document |
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104 | Cover Page Interactive Data File (Formatted as Inline XBRL and contained in Exhibit 101) |
*Filed herewith
** Furnished herewith
+Management compensation plan or arrangement
ITEM 16. FORM 10-K SUMMARY
ITEM 16. | FORM 10-K SUMMARY |
None.
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: | By: | /s/ |
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President, Chief Executive Officer, Principal Executive |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
SIGNATURE | TITLE | DATE | |||
/s/ William B. Wachtel | Chairman of the Board, | April 17, 2023 | |||
William B. Wachtel | Director | ||||
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/s/ | President, Chief Executive Officer, |
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| Director | ||||
/s/ |
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| Director |
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Marc Chodock | |||||
/s/ Roy P. Moskowitz | Director |
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Roy P. Moskowitz | |||||
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