10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For The Quarterly Period Ended September 30, 2019

or

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

For the transition period from _______________ to ________________

Commission File Number: 000-52593

SAKER AVIATION SERVICES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada	87-0617649
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
.
20 South Street, Pier 6 East River, New York, NY	10004
(Address of principal executive offices)	(Zip Code)

(212) 776-4046

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

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 (§232.05 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	☒
Emerging growth company ☐

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

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

Yes ☐          No ☒

As of November 14, 2019, the registrant had 1,013,033 shares of its common stock, $0.03 par value, issued and outstanding.

i

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

Form 10-Q

September 30, 2019

Index

			Page
PART I - FINANCIAL INFORMATION
	ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
		Balance Sheets as of September 30, 2019 (unaudited) and December 31, 2018	1
		Statements of Operations for the Three and Nine Months Ended September 30, 2019 and 2018 (unaudited)	2
		Statements of Stockholders’ Equity for the Nine Months Ended September 30, 2019 and 2018 (unaudited)	3
		Statements of Cash Flows for the Nine Months Ended September 30, 2019 and 2018 (unaudited)	4
		Notes to Financial Statements (unaudited)	5
	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		9
	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		15
	ITEM 4. CONTROLS AND PROCEDURES		15
PART II - OTHER INFORMATION
	ITEM 6. EXHIBITS		16
SIGNATURES			17

ii

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2019			December 31, 2018
	(unaudited)
ASSETS
CURRENT ASSETS
Cash	$	3,501,530		$	2,838,649
Accounts receivable		719,812			847,814
Inventories		204,963			170,865
Notes receivable		458,828			270,000
Prepaid expenses and other current assets		163,490			566,474
Total current assets		5,048,623			4,693,802
PROPERTY AND EQUIPMENT, net of accumulated depreciation and amortization of $3,649,465 and $3,630,731 as of September 30, 2019 and December 31, 2018, respectively		344,648			388,072
OTHER ASSETS
Deposits		2,512			2,512
Right of use assets		508,623			---
Goodwill		750,000			750,000
Deferred income taxes		507,000			507,000
Total other assets		1,768,135			1,259,512
TOTAL ASSETS	$	7,161,406		$	6,341,386
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	373,662		$	348,291
Customer deposits		129,875			126,843
Accrued dividends payable		500,000			---
Accrued expenses		259,134			288,630
Notes payable – current portion		---			57,722
Right of use leases payable – current portion		60,307			---
Total current liabilities		1,322,978			821,486
LONG-TERM LIABILITIES
Notes payable – less current portion		---			173,399
Right of use leases payable - less current portion		410,022			---
Total liabilities		1,733,000			994,885
STOCKHOLDERS’ EQUITY
Preferred stock - $0.03 par value; authorized 333,306; none issued and outstanding
Common stock - $0.03 par value; authorized 3,333,334; 1,007,293 and 1,006,768 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively		30,219			30,203
Additional paid-in capital		19,782,321			19,756,839
Accumulated deficit		(14,384,134	)		(14,440,541	)
TOTAL STOCKHOLDERS’ EQUITY		5,428,406			5,346,501
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	7,161,406		$	6,341,386

See notes to condensed consolidated financial statements.

1

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
REVENUE	$	3,383,514		$	3,280,445		$	8,618,883		$	8,236,353
COST OF REVENUE		1,679,938			1,698,504			4,398,725			4,590,808
GROSS PROFIT		1,703,576			1,581,941			4,220,158			3,645,545
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		1,284,521			1,265,730			3,400,967			3,362,209
OPERATING INCOME		419,055			316,211			819,191			283,336
OTHER (INCOME) EXPENSE:
INTEREST INCOME		(6,808	)		(6,574	)		(21,443	)		(32,703	)
INTEREST EXPENSE		1,427			6,220			6,673			13,386
TOTAL OTHER INCOME, net		(5,381	)		(354	)		(14,770	)		(19,317	)
INCOME BEFORE INCOME TAX		424,436			316,565			833,961			302,653
INCOME TAX EXPENSE		146,554			102,454			277,554			102,454
NET INCOME	$	277,882		$	214,111		$	556,407		$	200,199
Basic Net Income Per Common Share	$	0.28		$	0.21		$	0.55		$	0.19
Diluted Net Income Per Common Share	$	0.27		$	0.21		$	0.54		$	0.19
Weighted Average Number of Common Shares – Basic		1,007,293			1,006,501			1,007,293			1,036,553
Weighted Average Number of Common Shares - Diluted		1,023,118			1,017,421			1,023,118			1,047,473

See notes to condensed consolidated financial statements

2

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY

(UNAUDITED)

							Additional						Total
	Common Stock						Paid-in			Accumulated			Stockholders’
	Shares			Amount			Capital			Deficit			Equity
BALANCE – January 1, 2018		1,070,586		$	32,117		$	19,896,744		$	(14,752,077	)	$	5,176,784
Amortization of stock based compensation								8,500						8,500
Repurchase and cancellation of Common Stock		(4,647	)		(139	)		(15,195	)					(15,334	)
Net income											(223,563	)		(223,563	)
BALANCE – March 31, 2018		1,065,939		$	31,978		$	19,890,049		$	(14,975,640	)	$	4,946,387
Common Stock in connection with reverse split		(59,438	)		(1,783	)		(158,797	)					(160,580	)
Amortization of stock based compensation								8,498						8,498
Net income											209,651			209,651
BALANCE – June 30, 2018		1,006,501		$	30,195		$	19,739,750		$	(14,765,989	)	$	5,003,956
Amortization of stock based compensation								8,498						8,498
Net income											214,111			214,111
BALANCE – September 30, 2018		1,006,501		$	30,195		$	19,748,248		$	(14,551,878	)	$	5,226,565
BALANCE – January 1, 2019		1,006,768		$	30,203		$	19,756,839		$	(14,440,541	)	$	5,346,501
Common Stock in connection with reverse split		525			16			(16	)					0
Amortization of stock based compensation								8,500						8,500
Net income											52,336			52,336
BALANCE – March 31, 2019		1,007,293		$	30,219		$	19,765,323		$	(14,388,205	)	$	5,407,337
Amortization of stock based compensation								8,498						8,498
Net income											226,189			226,189
BALANCE – June 30, 2019		1,007,293		$	30,219		$	19,773,821		$	(14,162,016	)	$	5,642,024
Amortization of stock based compensation								8,500						8,500
Accrued dividends											(500,000	)		(500,000	)
Net income											277,882			277,882
BALANCE – September 30, 2019		1,007,293		$	30,219		$	19,782,321		$	(14,384,134	)	$	5,428,406

See notes to condensed consolidated financial statements.

3

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended September 30,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	556,407		$	200,199
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		80,572			407,654
Stock based compensation		25,498			25,496
Changes in operating assets and liabilities:
Accounts receivable, trade		(148,034	)		236,069
Inventories		(34,098	)		(58,622	)
Prepaid expenses and other current assets		402,984			16,238
Customer Deposits		3,032			39,784
Accounts payable		25,371			(111,371	)
Accrued expenses		(29,496	)		(1,596	)
TOTAL ADJUSTMENTS		325,829			553,652
NET CASH PROVIDED BY OPERATING ACTIVITIES		882,236			753,851
CASH FLOWS FROM INVESTING ACTIVITIES
Payment of notes receivable		87,208			800,000
Purchase of property and equipment		(168,857	)		(179,680	)
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES		(81,649	)		620,320
CASH FLOWS FROM FINANCING ACTIVITIES
Repurchase and cancellation of common stock		---			(175,813	)
Repayment of right of use leases payable		(25,589	)		---
Notes Payable:
Borrowings		---			135,000
Repayments		(112,117	)		(274,089	)
NET CASH USED IN FINANCING ACTIVITIES		(137,706	)		(314,902	)
NET CHANGE IN CASH		662,881			1,059,269
CASH – Beginning		2,838,649			1,724,504
CASH – Ending	$	3,501,530		$	2,783,773
NON-CASH OPERATING INVESTING AND FINANCING ACTIVITIES:
Accrued Dividend Payable	$	500,000		$	---
Change in Accounts Receivable through issuance of a Note Receivable	$	276,036		$	750,264
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the periods for:
Income Taxes	$	65,554		$	311,324
Interest	$	6,673		$	13,386

See notes to condensed consolidated financial statements.

4

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 - Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Saker Aviation Services, Inc. (the “Company”) and its subsidiaries have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial statements and in accordance with the instructions to Form 10-Q. Accordingly, they do not include all of the information and disclosures required by GAAP for annual financial statements and should be read in conjunction with the financial statements and related footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

The condensed consolidated balance sheet as of September 30, 2019 and the condensed consolidated statements of operations and cash flows for the three and nine months ended September 30, 2019 and 2018 have been prepared by the Company without audit. In the opinion of the Company’s management, all necessary adjustments (consisting of normal recurring accruals) have been included to make the Company’s financial position as of September 30, 2019 and its results of operations and cash flows for the three and nine months ended September 30, 2019 not misleading. The results of operations for the three and nine months ended September 30, 2019 are not necessarily indicative of the results to be expected for any full year or any other interim period.

NOTE 2 – Liquidity and Material Agreements

As of September 30, 2019, we had cash of $3,501,530 and a working capital surplus of $3,725,645. We generated revenue of $8,618,883 and net income of $556,407 for the nine months ended September 30, 2019.

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. The Company was required to make consecutive monthly payments of interest, calculated at a rate per annum equal to one-day LIBOR (adjusted daily) plus 2.75%, on any outstanding principal under the Key Bank Acquisition Note from the date of its issuance through September 15, 2018 (the “Conversion Date”).

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

On October 11, 2018, the Company entered into a new loan agreement with the Bank (the “Change of Terms Agreement”) which modified the original terms of the Key Bank Acquisition Note. Under the Change of Terms Agreement, the Company could continue to, at the discretion of the Bank, borrow up to an aggregate amount of $2,500,000 through September 1, 2019, to be used for the Company’s acquisition of one or more business entities. The Bank subsequently extended the agreement to June 30, 2020 (the “Maturity Date”). 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 September 30, 2019, there are no amounts due under the Change of Terms Agreement.

Proceeds from the Key Bank Revolver Note, at the discretion of the Bank, provide for the Company to borrow up to $1,000,000 for working capital and general corporate purposes. This revolving line of credit is a demand note with no stated maturity date. Borrowings under the Key Bank Revolver Note will bear interest at a rate per annum equal to one-day LIBOR (adjusted daily) plus 2.75%. The Company is required to make monthly payments of interest on any outstanding principal under the Key Bank Revolver Note and is required to pay the entire balance, including principal and all accrued and unpaid interest and fees, upon demand by the Bank. As of September 30, 2019, there were no amounts due under the Key Bank Revolver Note.

5

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Proceeds from the Key Bank Term Note were utilized to retire amounts previously outstanding under a $280,920 term loan from PNC Bank. As of September 30, 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 Manhattan Heliport (the “Concession Agreement”). Pursuant to the terms of the Concession Agreement, the Company must pay the greater of 18% of the first $5,000,000 in any program year based on cash collected (“Gross Receipts”) and 25% of Gross Receipts in excess of $5,000,000, or minimum annual guaranteed payments. During the nine months ended September 30, 2019 and 2018, we incurred approximately $1,190,000 and $1,350,000 in concession fees, respectively, which are recorded in the cost of revenue.

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

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

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

These reductions have negatively impacted the Company’s business and financial results as well as those of its management company at the Heliport, Empire Aviation which, as previously disclosed, is owned by the children of Alvin Trenk, the Company’s former Chief Executive Officer and a former member of its Board of Directors.  The Company incurred management fees with Empire Aviation of approximately $1,600,000 and $1,230,000 during the nine months ended September 30, 2019 and 2018, respectively, which is recorded in administrative expenses. The Company and Empire Aviation have also contributed to the Helicopter Tourism and Jobs Council (“HTJC”), an association that lobbies on behalf of the helicopter air tour industry, and which had engaged in discussions with the Mayor’s office.  Mr. Trenk is also an active participant with HJTC, which is managed by his grandson. One of our Directors, Sam Goldstein, serves as deputy director of HJTC.  

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

On January 15, 2019, the Company was issued a note by one of its customers at the Heliport. The note schedules payments of approximately $276,000 in receivables payable by such customer, has a maturity date of October 31, 2019, as amended, and carries a 7.5% rate of interest. The note payments 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 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 purchase agreement, dated June 30, 2015, by and between the Company and Warren A. Peck, pursuant to which Mr. Peck purchased all of the capital stock of the Company’s wholly-owned subsidiary, Phoenix Rising Aviation, Inc. The details of the agreement are described in such Current Report as well as in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, which was filed with the SEC on April 11, 2016. The Company received $100,000 due under this agreement in September 2017 and an additional payment of $100,000 in September 2018. The Company accepted as down payment for the stock purchase the title to a Falcon 10 aircraft owned by Mr. Peck. The aircraft was subsequently sold but that sale did not close. The Company repossessed the aircraft and is in the process of re-marketing the sale. $270,000 of the Notes Receivable on the balance sheet is attributable to this transaction and the Company expects will be recouped through the sale.

6

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 3 - Summary of Significant Accounting Policies

Principles of Consolidation

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

Net Income Per Common Share

Net income was $556,407 and $200,199 for the nine months ended September 30, 2019 and 2018, respectively. Basic net income per share applicable to common stockholders is computed based on the weighted average number of shares of the Company’s common stock outstanding during the periods presented. Diluted net income per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted into common stock. Potentially dilutive securities, consisting of options and warrants, are excluded from the calculation of the diluted income per share when their exercise prices were greater than the average market price of the common stock during the period. 

The following table sets forth the components used in the computation of basic net income per share:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2019		2018		2019		2018
Weighted average common shares outstanding, basic		1,007,293		1,006,501		1,007,293		1,036,553
Common shares upon exercise of options and warrants		15,825		10,920		15,825		10,920
Weighted average common shares outstanding, diluted		1,023,118		1,017,421		1,023,118		1,047,473

Stock-Based Compensation

Stock-based compensation expense for all stock-based payment awards are based on the grant-date fair value. The Company recognizes these compensation costs over the requisite service period of the award, which is generally the option vesting term. For each of the nine months ended September 30, 2019 and 2018, the Company incurred stock-based compensation costs of approximately $25,500. Such amounts have been recorded as part of the Company’s selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. As of September 30, 2019, the unamortized fair value of the options totaled $8,500.

Option valuation models require the input of highly subjective assumptions, including the expected life of the option. In management's opinion, the use of such option valuation models does not necessarily provide a reliable single measure of the fair value of the Company’s employee stock options. Management holds this view partly because the Company's employee stock options have characteristics significantly different from those of traded options and also because changes in the subjective input assumptions can materially affect the fair value estimate.

Recently Issued Accounting Pronouncements

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

7

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 4 – Inventories

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

Inventories consist of the following:

	September 30, 2019		December 31, 2018
Parts inventory	$	90,216	$	82,384
Fuel inventory		101,587		76,761
Other inventory		13,160		11,720
Total inventory	$	204,963	$	170,865

Included in fuel inventory are amounts held for third parties of $45,158 and $37,675 as of September 30, 2019 and December 31, 2018, respectively, with an offsetting liability included as part of accrued expenses.

NOTE 5 – Related Parties

From time to time, the law firm of Wachtel Missry, LLP provides certain legal services to the Company and its subsidiaries. William B. Wachtel, Chairman of the Company’s Board of Directors, is a managing partner of such firm. During the nine months ended September 30, 2019, no services were provided to the Company by Wachtel & Missry, LLP.

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

NOTE 6 – Litigation

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

NOTE 7 - Stockholders’ Equity

On February 27, 2019, the Company filed with the Secretary of State of the state of Nevada a certificate of amendment to its articles of incorporation. The amendment provided for a reverse stock split (the “Reverse Stock Split”) of the Company’s outstanding shares of common stock at a ratio of 1-for-30. This amendment further provided for a reduction in the number of authorized shares of common stock to 3,333,334, as well as for a reduction in the number of authorized shares of preferred stock to 333,306. The amendment had an effective date and time of 12:01 a.m. Eastern Time on March 1, 2019 for stockholders of record on February 27, 2019. Accordingly, the Company presents historical share data in the condensed consolidated financial statements after giving effect to the Reverse Stock Split.

NOTE 8 – Dividend Payable

On September 30, 2019, the Company announced that its Board of Directors declared a special cash dividend of $0.50 per share (the “Dividend”). The Dividend is to be paid to stockholders of record on October 18, 2019 in equal quarterly installments of $0.125 per share beginning November 1, 2019, with the final dividend scheduled to be paid on August 28, 2020. The cash dividend has been accrued in the Company's condensed consolidated balance sheets as of September 30, 2019.

8

Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read together with the accompanying unaudited consolidated condensed financial statements and related notes in this report. This Item 2 contains forward-looking statements that involve risks and uncertainties. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date of this report. Actual results may differ materially from those expressed or implied in such forward-looking statements. Factors which could cause actual results to differ materially are discussed throughout this report and include, but are not limited to, those set forth at the end of this Item 2 under the heading "Cautionary Statement Regarding Forward Looking Statements." Additional factors are under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

The terms “we”, “us”, and “our” are used below to refer collectively to the Company and the subsidiaries through which our various businesses are actually conducted.

OVERVIEW

Saker Aviation Services, Inc. (“we”, “us”, or “our”) is a Nevada corporation. Our common stock, $0.03 par value per share (the “common stock”), is quoted on the OTCQB Marketplace (“OTCQB”) under the symbol “SKAS.” Through our subsidiaries, we operate in the aviation services segment of the general aviation industry, in which we serve as the operator of a heliport, a fixed base operation (“FBO”), a provider of aircraft maintenance and repair services (“MRO”), and as a consultant for a seaplane base that we do not own. FBOs provide ground-based services, such as fueling and aircraft storage for general aviation, commercial and military aircraft, and other miscellaneous services.

We were formed on January 17, 2003 as a proprietorship and were incorporated in Arizona on January 2, 2004. We became a public company as a result of a reverse merger transaction on August 20, 2004 with Shadows Bend Development, Inc., an inactive public Nevada corporation, and subsequently changed our name to FBO Air, Inc. On December 12, 2006, we changed our name to FirstFlight, Inc. On September 2, 2009, we changed our name to Saker Aviation Services, Inc.

Our business activities are carried out as the operator of the Downtown Manhattan (New York) Heliport, and as an FBO and MRO at the Garden City (Kansas) Regional Airport.

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

Our business activities at the Downtown Manhattan (New York) Heliport facility (the “Heliport”) commenced in November 2008 when we were awarded the Concession Agreement by the City of New York to operate the Heliport, which we assigned to our subsidiary, FirstFlight Heliports, LLC d/b/a Saker Aviation Services.

REVENUE AND OPERATING RESULTS

Comparison of Continuing Operations from the Three and Nine Months Ended September30, 2019 and September 30, 2018.

REVENUE

Operating results for the three and nine months ended September 30, 2019 increased on a year-over-year basis largely due to the diminished impact of a fatal helicopter accident independent of our operations that occurred on March 11, 2018, as previously reported.

Total revenue increased by 3.1 percent to $3,383,514 for the three months ended September 30, 2019 as compared with corresponding prior-year period revenue of $3,280,445.

9

For the three months ended September 30, 2019, revenue from operations associated with the sale of jet fuel, aviation gasoline and related items increased by 5.4 percent to approximately $1,484,000 as compared to approximately $1,408,000 in the three months ended September 30, 2018. The increase was largely attributable to an increase in number of gallons sold at our Heliport location.

For the three months ended September 30, 2019, revenue from operations associated with services and supply items increased by 0.1 percent to approximately $1,854,000 as compared to approximately $1,852,000 in the three months ended September 30, 2018.

For the three months ended September 30, 2019, all other revenue from operations increased by 124.1 percent to approximately $45,000 as compared to approximately $20,000 in the three months ended September 30, 2019. The increase was largely attributable to an increase in non-aeronautical revenue generated by our Heliport compared to the same period last year.

Total revenue increased by 4.6 percent to $8,618,883 for the nine months ended September 30, 2019 as compared with corresponding prior-year period revenue of $8,236,353.

For the nine months ended September 30, 2019, revenue from operations associated with the sale of jet fuel, aviation gasoline and related items increased by 8.7 percent to approximately $3,592,000 as compared to approximately $3,305,000 in the nine months ended September 30, 2018. The increase was largely attributable to an increase in number of gallons sold at our Heliport.

For the nine months ended September 30, 2019, revenue from operations associated with services and supply items increased by 0.7 percent to approximately $4,866,000 as compared to approximately $4,833,000 in the nine months ended September 30, 2018.

For the nine months ended September 30, 2019, all other revenue from operations increased by 63.4 percent to approximately $161,000 as compared to approximately $98,000 in the nine months ended September 30, 2018. The increase was largely attributable to an increase in non-aeronautical revenue generated by our Heliport compared to the same period last year.

GROSS PROFIT

Total gross profit from operations increased by 7.7 percent to $1,703,576 in the three months ended September 30, 2019 as compared with the three months ended September 30, 2018. Gross margin increased to 50.3 percent in the three months ended September 30, 2019 as compared to 48.2 percent in the same period in the prior year.

Total gross profit from operations increased by 15.8 percent to $4,220,158 in the nine months ended September 30, 2019 as compared with the nine months ended September 30, 2018. Gross margin increased to 49.0 percent in the nine months ended September 30, 2019 as compared to 44.3 percent in the same period in the prior year.

OPERATING EXPENSE

Selling, General and Administrative

Total selling, general and administrative expenses, (“SG&A”), were $1,284,521 in the three months ended September 30, 2019, representing an increase of approximately $19,000 or 1.5 percent, as compared to the same period in 2018. Total SG&A expenses were $3,400,967 in the nine months ended September 30, 2019, an increase of approximately $39,000 or 1.2 percent, as compared to the same period in 2018. The increased operating expenses relating to our aviation services operations were largely attributable to increased costs related to the higher levels of activity in our Heliport operations.

10

SG&A expenses associated with our aviation services operations were approximately $1,187,000 in the three months ended September 30, 2019, representing an increase of approximately $23,000, or 1.9 percent, as compared to the three months ended September 30, 2018. SG&A expense, as a percentage of revenue, was 35.1 percent for the three months ended September 30, 2019, as compared with 35.5 percent in the corresponding prior year period.

SG&A expenses associated with our aviation services operations were approximately $3,030,000 in the nine months ended September 30, 2019, representing an increase of approximately $37,000 or 1.2 percent, as compared to the nine months ended September 30, 2018. SG&A expense, as a percentage of revenue, was 35.2 percent for the nine months ended September 30, 2019, as compared with 36.3 percent in the corresponding prior year period.

Corporate SG&A was approximately $98,000 for the three months ended September 30, 2019, representing a decrease of approximately $4,000 as compared with the corresponding prior year period. Corporate SG&A was approximately $371,000 for the nine months ended September 30, 2019, representing an increase of approximately $2,000 as compared with the corresponding prior year period.

OPERATING INCOME

Operating income from operations for the three and nine months ended September 30, 2019 was $419,055 and $819,191, respectively, compared to operating income of $316,211 and $283,336 in the three and nine months ended September 30, 2018, respectively. The increase in operating income on a year-over-year basis was driven by the factors described above.                  

Depreciation and Amortization

Depreciation and amortization was approximately $81,000 and $408,000 for the nine months ended September 30, 2019 and 2018, respectively. The decrease in depreciation was attributable to the Company’s leasehold improvements becoming fully depreciated at the end of 2018.

Interest Income and Expense

Interest income for the nine months ended September 30, 2019 was approximately $21,000 as compared to approximately $33,000 in the same period in 2018. The decrease in interest income was mainly attributable to the issuance of a note receivable from one of our customers at the Heliport in 2018, which was fully paid as of December 31, 2018. Interest expense for the nine months ended September 30, 2019 was approximately $7,000 as compared to $13,000 in the same period in 2018. The decrease in interest expense was mainly attributable to the Company’s 2019 repayment of bank loans that originated in March 2018.

Income Tax

Income tax expense for the three and nine months ended September 30, 2019 was approximately $147,000 and $278,000, respectively, as compared to $102,000 for both periods in 2018. The increase in income tax expense for each corresponding year-over-year period is the result of increased net income in 2019 compared to 2018.

Net Income Per Share

Net income was $556,407 and $200,199 for the nine months ended September 30, 2019 and 2018, respectively, and $227,882 and $214,111 for the three months ended September 30, 2019 and 2018, respectively. The increases in net income were primarily due to the factors described above.

Basic and diluted net income per share for the nine month period ended September 30, 2019 was $0.55 and $0.54, respectively, as compared to basic and diluted net income per share of $0.19 each for the same period in 2018. Basic and diluted net income per share for the three month period ended September 30, 2019 was $0.28 and $0.27, respectively, as compared to basic and diluted net income per share of $0.21 each for the same period in 2018.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2019, we had cash and cash equivalents of $3,501,530 and a working capital surplus of $3,725,645. We generated revenue of $8,618,883 and had net income before taxes of $833,961 for the nine months ended September 30, 2019. For the nine months ended September 30, 2019, cash flows included net cash provided by operating activities of $882,236, net cash used in investing activities of $81,649, and net cash used in financing activities of $137,706.

11

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

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

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

On October 11, 2018, the Company entered into a new loan agreement with the Bank (the “Change of Terms Agreement”) which modified the original terms of the Key Bank Acquisition Note. Under the Change of Terms Agreement, the Company could continue to, at the discretion of the Bank, borrow up to an aggregate amount of $2,500,000 through September 1, 2019, to be used for the Company’s acquisition of one or more business entities. The Bank subsequently extended the agreement to June 30, 2020 (the “Maturity Date”). 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 September 30, 2019, there are no amounts due under the Change of Terms Agreement.

Proceeds from the Key Bank Revolver Note, at the discretion of the Bank, provide for us to borrow up to $1,000,000 for working capital and general corporate purposes. This revolving line of credit is a demand note with no stated maturity date. Borrowings under the Key Bank Revolver Note will bear interest at a rate per annum equal to one-day LIBOR (adjusted daily) plus 2.75%. We are required to make monthly payments of interest on any outstanding principal under the Key Bank Revolver Note and are required to pay the entire balance, including principal and all accrued and unpaid interest and fees, upon demand by the Bank. As of September 30, 2019, there were no amounts due under the Key Bank Revolver Note.

Proceeds from the Key Bank Term Note were utilized to retire amounts previously outstanding under a $280,920 term loan from PNC Bank. As of September 30, 2019, all amounts outstanding under the Key Bank Term Note have been repaid.

We are party to a Concession Agreement, dated as of November 1, 2008, with the City of New York for the operation of the Downtown Manhattan Heliport (the “Concession Agreement”). Pursuant to the terms of the Concession Agreement, we must pay the greater of 18% of the first $5,000,000 in any program year based on cash collected (“Gross Receipts”) and 25% of Gross Receipts in excess of $5,000,000, or minimum annual guaranteed payments. During the nine months ended September 30, 2019 and 2018, we incurred approximately $1,190,000 and $1,350,000 in concession fees, respectively, which are recorded in the cost of revenue.

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

12

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

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

These reductions have negatively impacted our business and financial results as well as those of our management company at the Heliport, Empire Aviation which, as previously disclosed, is owned by the children of Alvin Trenk, our former Chief Executive Officer and a former member of its Board of Directors.  We incurred management fees with Empire Aviation of approximately $1,600,000 and $1,230,000 during the nine months ended September 30, 2019 and 2018, respectively, which is recorded in administrative expenses. We, and Empire Aviation, have also contributed to the Helicopter Tourism and Jobs Council (“HTJC”), an association that lobbies on behalf of the helicopter air tour industry, and which had engaged in discussions with the Mayor’s office.  Mr. Trenk is also an active participant with HJTC, which is managed by his grandson. One of our Directors, Sam Goldstein, serves as deputy director of HJTC.  

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

On January 15, 2019, the Company was issued a note by one of its customers at the Heliport. The note schedules payments of approximately $276,000 in receivables payable by such customer, has a maturity date of October 31, 2019, as amended, and carries a 7.5% rate of interest. The note payments 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 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, we entered into a stock purchase agreement, dated June 30, 2015, by and between us and Warren A. Peck, pursuant to which Mr. Peck purchased all of the capital stock of our wholly-owned subsidiary, Phoenix Rising Aviation, Inc. The details of the agreement are described in such Current Report as well as in our Annual Report on Form 10-K for the year ended December 31, 2015, which was filed with the SEC on April 11, 2016. We received $100,000 due under this agreement in September 2017 and an additional payment of $100,000 in September 2018. We accepted as down payment for the stock purchase the title to a Falcon 10 aircraft owned by Mr. Peck. The aircraft was subsequently sold but that sale did not close. The Company repossessed the aircraft and is in the process of re-marketing the sale. $270,000 of the Notes Receivable on the balance sheet is attributable to this transaction and the Company expects will be recouped through the sale.

During the nine months ended September 30, 2019, we had a net increase in cash of $662,881. Our sources and uses of funds during this period were as follows:

Cash from Operating Activities

For the nine months ended September 30, 2019, net cash provided by operating activities was $882,236. This amount included an increase in operating cash related to net income of $556,407 and additions for the following items: (i) depreciation and amortization, $80,572; (ii) stock based compensation, $25,498; (iii) prepaid expenses and other current assets, $402,984; (iv) customer deposits, $3,032; and (v) accounts payable, $25,371. These increases in operating activities were offset by decreases for the following items: (i) accounts receivable, trade; $148,034; (ii) inventories, $34,098; and (iii) accrued expenses, $29,496.

13

For the nine months ended September 30, 2018, net cash provided by operating activities was $753,851. This amount included an increase in operating cash related to net income of $200,199 and additions for the following items: (i) depreciation and amortization, $407,654; (ii) stock based compensation, $25,496; (iii) accounts receivable, trade, $236,069; (iv) prepaid expenses and other current assets, $16,238; and (v) deposits, $39,784. These increases in operating activities were offset by decreases in (i) inventories, $58,622; (ii) accounts payable, $111,371; and (iii) accrued expenses, $1,596.

Cash from Investing Activities

For the nine months ended September 30, 2019, net cash of $81,649 was used in investing activities for the purchase of property and equipment of $168,857 offset by payment of notes receivable of $87,208. For the nine months ended September 30, 2018, net cash provided by investing activities was $620,320. This amount included the repayment of notes receivable of $800,000 offset by the purchase of property and equipment of $179,680.

Cash from Financing Activities

For the nine months ended September 30, 2019, net cash of $137,706 was used in financing activities for the repayment of right of use leases payable of $25,589 and repayment of notes payable of $112,117. For the nine months ended September 30, 2018, net cash used in financing activities was $314,902. This amount included $175,813 for the repurchase and cancellation of common stock and $274,089 for the repayment of notes payable, offset by the issuance of notes payable of $135,000.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Recent Accounting Pronouncements

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

14

CAUTIONARY STATEMENT FOR FORWARD-LOOKING STATEMENTS

Statements contained in this report may contain information that includes or is based upon "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements represent management's current judgment and assumptions, and can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements are frequently accompanied by the use of such words as "anticipates," "plans," "believes," "expects," "projects," "intends," and similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors, including, but not limited to, those relating to:

■ our ability to secure the additional debt or equity financing, if required, to execute our business plan;

■ our ability to identify, negotiate and complete the acquisition of targeted operators and/or other businesses, consistent with our business plan;

■ existing or new competitors consolidating operators ahead of us; and

■ our ability to attract new personnel or retain existing personnel, which would adversely affect implementation of our overall business strategy.

Any one of these or other risks, uncertainties, other factors, or any inaccurate assumptions made by the Company may cause actual results to be materially different from those described herein or elsewhere by us. Undue reliance should not be placed on any such forward-looking statements, which speak only as of the date they were made. Certain of these risks, uncertainties, and other factors are described in greater detail in our Annual Report on Form 10-K for the year ended December 31, 2018 and in other filings we make with the SEC. Subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above and elsewhere in our reports filed with the SEC. We expressly disclaim any intent or obligation to update any forward-looking statements, except as may be required by law.

Item 3 – Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Item 4 – Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Management, including our President, Chief Executive Officer and our principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon, and as of the date of that evaluation, our President, Chief Executive Officer and principal financial officer concluded that our disclosure controls and procedures were effective, in all material respects, to ensure that information required to be disclosed in the reports filed and submitted by us under the Securities Exchange Act of 1934, as amended, is (i) recorded, processed, summarized and reported as and when required, and (ii) is accumulated and communicated to our management, including our President, Chief Executive Officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

 There has been no change in our internal control over financial reporting that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

15

PART II – OTHER INFORMATION

Item 6 - Exhibits

Exhibit No.	Description of Exhibit
10.1+	Employment Agreement of Ronald J. Ricciardi dated September 1, 2019, incorporated herein by reference from Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 6, 2019.
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer (principal executive officer). *
31.2	Rule 13a-14(a)/15d-14(a) Certification of President (principal financial officer). *
32.1	Section 1350 Certification. *
101.INS	XBRL Instance Document *
101.SCH	XBRL Taxonomy Extension Schema Document. *
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document. *
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document. *
101.LAB	XBRL Taxonomy Extension Label Linkbase Document. *
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document. *

* Filed herewith

+ Indicates a management contract or compensatory plan, contract or arrangement.

16

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Saker Aviation Services, Inc.
Date: November 14, 2019	By:	/s/ Ronald J. Ricciardi
		Ronald J. Ricciardi
		President, Chief Executive Officer, Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer

17

EX-31.1

EXHIBIT 31.1

Certification of President

(principal financial officer)

Pursuant To Rule 13a-14(a)/15d-14(a)

I, Ronald J. Ricciardi, certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q of Saker Aviation Services, Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:        November 14, 2019

By:  /s/ Ronald J. Ricciardi

Ronald J. Ricciardi

President (principal financial officer)

EX-31.2

EXHIBIT 31.2

Certification of Chief Executive Officer

(principal executive officer)

Pursuant To Rule 13a-14(a)/15d-14(a)

I, Ronald J. Ricciardi, certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q of Saker Aviation Services, Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.     The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:           November 14, 2019

By:  /s/ Ronald J. Ricciardi

Ronald J. Ricciardi

Chief Executive Officer (principal executive officer)

EX-32.1

EXHIBIT 32.1

Section 1350 Certification

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (“Section 906”), Ronald J. Ricciardi, the Chief Executive Officer (principal executive officer) and President (principal financial officer) of Saker Aviation Services, Inc., does hereby certify that:

1.   The Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 (the “Report”) of Saker Aviation Services, Inc. fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of Saker Aviation Services, Inc.

Date:           November 14, 2019	By:	/s/ Ronald J. Ricciardi
		Ronald J. Ricciardi
		Chief Executive Officer (principal executive officer)
Date:           November 14, 2019	By:	/s/ Ronald J. Ricciardi
		Ronald J. Ricciardi
		President (principal financial officer)

A signed original of this written statement required by Section 906 has been provided to Saker Aviation Services, Inc. and will be retained by Saker Aviation Services, Inc., and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2019	Nov. 14, 2019
Document Information [Line Items]
Entity Registrant Name	Saker Aviation Services, Inc.
Entity Central Index Key	0001128281
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	Yes
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Common Stock, Shares Outstanding (in shares)		1,013,033
Entity Shell Company	false
Document Type	10-Q
Document Period End Date	Sep. 30, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q3
Amendment Flag	false

XML

Condensed Statements of Stockholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance (in shares) at Dec. 31, 2017	1,070,586
Balance at Dec. 31, 2017	$ 32,117	$ 19,896,744	$ (14,752,077)	$ 5,176,784
Amortization of stock based compensation		8,500		8,500
Repurchase and cancellation of Common Stock (in shares)	(4,647)
Repurchase and cancellation of Common Stock	$ (139)	(15,195)		(15,334)
Net income			(223,563)	(223,563)
Balance (in shares) at Mar. 31, 2018	1,065,939
Balance at Mar. 31, 2018	$ 31,978	19,890,049	(14,975,640)	4,946,387
Balance (in shares) at Dec. 31, 2017	1,070,586
Balance at Dec. 31, 2017	$ 32,117	19,896,744	(14,752,077)	5,176,784
Net income				200,199
Balance (in shares) at Sep. 30, 2018	1,006,501
Balance at Sep. 30, 2018	$ 30,195	19,748,248	(14,551,878)	5,226,565
Balance (in shares) at Mar. 31, 2018	1,065,939
Balance at Mar. 31, 2018	$ 31,978	19,890,049	(14,975,640)	4,946,387
Amortization of stock based compensation		8,498		8,498
Net income			209,651	209,651
Common Stock in connection with reverse split (in shares)	(59,438)
Common Stock in connection with reverse split	$ (1,783)
Common Stock in connection with reverse split		(158,797)		(160,580)
Common Stock in connection with reverse split (in shares)	59,438
Balance (in shares) at Jun. 30, 2018	1,006,501
Balance at Jun. 30, 2018	$ 30,195	19,739,750	(14,765,989)	5,003,956
Amortization of stock based compensation		8,498		8,498
Net income			214,111	214,111
Balance (in shares) at Sep. 30, 2018	1,006,501
Balance at Sep. 30, 2018	$ 30,195	19,748,248	(14,551,878)	5,226,565
Balance (in shares) at Dec. 31, 2018	1,006,768
Balance at Dec. 31, 2018	$ 30,203	19,756,839	(14,440,541)	5,346,501
Amortization of stock based compensation		8,500		8,500
Net income			52,336	52,336
Common Stock in connection with reverse split (in shares)	(525)
Common Stock in connection with reverse split	$ 16
Common Stock in connection with reverse split		(16)		0
Common Stock in connection with reverse split (in shares)	525
Balance (in shares) at Mar. 31, 2019	1,007,293
Balance at Mar. 31, 2019	$ 30,219	19,765,323	(14,388,205)	5,407,337
Balance (in shares) at Dec. 31, 2018	1,006,768
Balance at Dec. 31, 2018	$ 30,203	19,756,839	(14,440,541)	5,346,501
Net income				556,407
Balance (in shares) at Sep. 30, 2019	1,007,293
Balance at Sep. 30, 2019	$ 30,219	19,782,321	(14,384,134)	5,428,406
Balance (in shares) at Mar. 31, 2019	1,007,293
Balance at Mar. 31, 2019	$ 30,219	19,765,323	(14,388,205)	5,407,337
Amortization of stock based compensation		8,498		8,498
Net income			226,189	226,189
Balance (in shares) at Jun. 30, 2019	1,007,293
Balance at Jun. 30, 2019	$ 30,219	19,773,821	(14,162,016)	5,642,024
Amortization of stock based compensation		8,500		8,500
Net income			277,882	277,882
Accrued dividends			(500,000)	(500,000)
Balance (in shares) at Sep. 30, 2019	1,007,293
Balance at Sep. 30, 2019	$ 30,219	$ 19,782,321	$ (14,384,134)	$ 5,428,406

XML

Note 3 - Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

Significant Accounting Policies [Text Block]

NOTE

3

-

Summary of Significant Accounting Policies

Principles of Consolidation

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

Net

Income

Per Common Share

Net income was

$556,407

and

$200,199

for the

nine

months ended

September 30, 2019

and

2018,

respectively. Basic net income per share applicable to common stockholders is computed based on the weighted average number of shares of the Company’s common stock outstanding during the periods presented. Diluted net income per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted into common stock. Potentially dilutive securities, consisting of options and warrants, are excluded from the calculation of the diluted income per share when their exercise prices were greater than the average market price of the common stock during the period. 

The following table sets forth the components used in the computation of basic net income per share:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2019		2018		2019		2018
Weighted average common shares outstanding, basic		1,007,293		1,006,501		1,007,293		1,036,553
Common shares upon exercise of options and warrants		15,825		10,920		15,825		10,920
Weighted average common shares outstanding, diluted		1,023,118		1,017,421		1,023,118		1,047,473

Stock

-

Based Compensation

Stock-based compensation expense for all stock-based payment awards are based on the grant-date fair value. The Company recognizes these compensation costs over the requisite service period of the award, which is generally the option vesting term. For each of the

nine

months ended

September 30, 2019

and

2018,

the Company incurred stock-based compensation costs of approximately

$25,500

.

Such amounts have been recorded as part of the Company’s selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. As of

September 30, 2019,

the unamortized fair value of the options totaled

$8,500.

Option valuation models require the input of highly subjective assumptions, including the expected life of the option. In management's opinion, the use of such option valuation models does

not

necessarily provide a reliable single measure of the fair value of the Company’s employee stock options. Management holds this view partly because the Company's employee stock options have characteristics significantly different from those of traded options and also because changes in the subjective input assumptions can materially affect the fair value estimate.

Recently Issued Accounting Pronouncements

In

February 2016,

the FASB issued ASU

No.

2016

-

02,

“Leases” (“ASU

2016

-

02”

), which requires an entity to recognize assets and liabilities on the balance sheet for the rights and obligations created by leased assets and provide additional disclosures. ASU

2016

-

02

became effective for us on

January 1, 2019

and we have adopted the new standard using a modified retrospective approach.

XML

Note 2 - Liquidity and Material Agreements (Details Textual) - USD ($)				1 Months Ended		3 Months Ended						9 Months Ended			12 Months Ended
	Oct. 11, 2018	Jan. 01, 2017	Nov. 01, 2008	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Sep. 30, 2019	Sep. 30, 2018	Sep. 15, 2018	Dec. 31, 2015	Jan. 15, 2019	Dec. 31, 2018	Apr. 20, 2018	Mar. 15, 2018	Dec. 31, 2017	May 17, 2013
Cash and Cash Equivalents, at Carrying Value, Ending Balance				$ 2,783,773		$ 3,501,530			$ 2,783,773			$ 3,501,530	$ 2,783,773				$ 2,838,649			$ 1,724,504
Working Capital						3,725,645						3,725,645
Revenue from Contract with Customer, Including Assessed Tax						3,383,514			3,280,445			8,618,883	8,236,353
Net Income (Loss) Attributable to Parent, Total						277,882	$ 226,189	$ 52,336	$ 214,111	$ 209,651	$ (223,563)	556,407	200,199
Environmental Remediation, Agreed Percentage of Reduction in Tenant Operated Tourist Flights															20.00%
Environmental Remediation, Agreed Percentage of Reduction in Tenant Operated Tourist Flights by Year One															40.00%
Environmental Remediation, Agreed Percentage of Reduction in Tenant Operated Tourist Flights by Year Two															50.00%
General and Administrative Expense, Total												1,600,000	1,230,000
Financing Receivable, after Allowance for Credit Loss, Total																$ 276,000
Financing Receivable, Interest Rate																7.50%
Financing Receivable, after Allowance for Credit Loss, Current, Total						458,828						458,828					$ 270,000
Warren A. Peck [Member]
Proceeds from Collection of Notes Receivable				$ 100,000	$ 100,000
Financing Receivable, after Allowance for Credit Loss, Current, Total						$ 270,000						270,000
Truck Lease [Member]
Lessee, Finance Lease, Term of Contract																		5 years
Capital Lease, Lessee, Purchase Price of Capital Leased Asset																		$ 1
Concession Agreement [Member]
Percentage Payable Greater than Gross Receipts During Period			18.00%
Amount of Gross Receipts During Period			$ 5,000,000
Percentage Payable Greater than Gross Receipts in Year One			25.00%
Concession Fees												1,190,000	$ 1,350,000
Line of Credit Facility, Payment Term															2 years 180 days
Line of Credit Facility, Number of Options to Extend Agreement															2
Minimum Annual Guarantee Percent		50.00%
London Interbank Offered Rate (LIBOR) [Member] | Truck Lease [Member]
Capital Leases of Lessee, Contingent Rentals, Basis Spread on Variable Rate																		4.16%
Key Bank National Association [Member] | Term Loan [Member]
Debt Instrument, Face Amount																			$ 338,481
PNC Bank [Member] | Term Loan [Member]
Extinguishment of Debt, Amount												280,920
Acquisition Line of Credit [Member] | Key Bank National Association [Member]
Line of Credit Facility, Maximum Borrowing Capacity																			2,500,000
Debt Instrument, Term														4 years
Debt Instrument, Periodic Payment, Total												$ 0
Acquisition Line of Credit [Member] | Key Bank National Association [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument, Basis Spread on Variable Rate														2.75%
Acquisition Line of Credit [Member] | Key Bank National Association [Member] | Cost of Funds Rate [Member]
Debt Instrument, Basis Spread on Variable Rate												2.50%
Working Capital Line of Credit [Member] | Key Bank National Association [Member]
Line of Credit Facility, Maximum Borrowing Capacity																			$ 1,000,000
Debt Instrument, Periodic Payment, Total												$ 0
Working Capital Line of Credit [Member] | Key Bank National Association [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument, Basis Spread on Variable Rate												2.75%
PNC Acquisition Line [Member]
Line of Credit Facility, Maximum Borrowing Capacity																					$ 2,500,000
Change of Terms Agreement [Member] | Key Bank National Association [Member]
Line of Credit Facility, Maximum Borrowing Capacity	$ 2,500,000
Debt Instrument, Periodic Payment, Total												$ 0
Change of Terms Agreement [Member] | Key Bank National Association [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument, Basis Spread on Variable Rate	4.25%

XML

Note 8 - Dividend Payable

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

Dividends Payable Disclosures [Text Block]

NOTE

8

–

Dividend Payable

On

September 30, 2019,

the Company announced that its Board of Directors declared a special cash dividend of

$0.50

per share (the “Dividend”). The Dividend is to be paid to stockholders of record on

October 18, 2019

in equal quarterly installments of

$0.125

per share beginning

November 1, 2019,

with the final dividend scheduled to be paid on

August 28, 2020.

The cash dividend has been accrued in the Company's condensed consolidated balance sheets as of

September 30, 2019.

XML

Note 4 - Inventories

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

Inventory Disclosure [Text Block]

NOTE

4

–

Inventories

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

Inventories consist of the following:

	September 30, 2019		December 31, 2018
Parts inventory	$	90,216	$	82,384
Fuel inventory		101,587		76,761
Other inventory		13,160		11,720
Total inventory	$	204,963	$	170,865

Included in fuel inventory are amounts held for

third

parties of

$45,158

and

$37,675

as of

September 30, 2019

and

December 31, 2018,

respectively, with an offsetting liability included as part of accrued expenses.

XML

Note 4 - Inventories - Summary of Inventory (Details) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Inventories	$ 204,963	$ 170,865
Parts [Member]
Inventories	90,216	82,384
Fuel [Member]
Inventories	101,587	76,761
Other Inventory [Member]
Inventories	$ 13,160	$ 11,720

XML

Note 7 - Stockholders' Equity (Details Textual)	Feb. 27, 2019 shares	Sep. 30, 2019 shares	Dec. 31, 2018 shares
Common Stock, Shares Authorized	3,333,334	3,333,334	3,333,334
Preferred Stock, Shares Authorized	333,306
Reverse Stock Split [Member]
Stockholders' Equity Note, Stock Split, Conversion Ratio	30

XML

Note 2 - Liquidity and Material Agreements

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

Going Concern Disclosure [Text Block]

NOTE

2

–

Liquidity and Material Agreements

As of

September 30, 2019,

we had cash of

$3,501,530

and a working capital surplus of

$3,725,645.

We generated revenue of

$8,618,883

and net income of

$556,407

for the

nine

months ended

September 30, 2019.

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. The Company was required to make consecutive monthly payments of interest, calculated at a rate per annum equal to

one

-day LIBOR (adjusted daily) plus

2.75%,

on any outstanding principal under the Key Bank Acquisition Note from the date of its issuance through

September 15, 2018 (

the “Conversion Date”).

At any time through and including the Conversion Date, at the Bank’s discretion, the Company had the opportunity to request that any loan made under the Key Bank Acquisition Note be converted into a term loan to be repaid in full, including accrued interest, by consecutive monthly payments over a

48

month amortization period beginning after the Conversion Date. For any loan that was

not

converted into a term loan on or before the Conversion Date, the Company would have been required to begin making monthly payments of principal and interest after the Conversion Date, over a

48

month amortization period, after which the remaining unpaid principal and accrued interest would become due and payable. All loans under the Key Bank Acquisition Note would, after the Conversion Date, accrue interest at a rate per annum equal to the Bank’s

four

year cost of funds rate plus

2.5%.

As of the Conversion Date, there were

no

amounts due under the Key Bank Acquisition Note and

no

amounts had been converted to a term loan.

On

October 11, 2018,

the Company entered into a new loan agreement with the Bank (the “Change of Terms Agreement”) which modified the original terms of the Key Bank Acquisition Note. Under the Change of Terms Agreement, the Company could continue to, at the discretion of the Bank, borrow up to an aggregate amount of

$2,500,000

through

September 1, 2019,

to be used for the Company’s acquisition of

one

or more business entities. The Bank subsequently extended the agreement to

June 30, 2020 (

the “Maturity Date”). 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

September 30, 2019,

there are

no

amounts due under the Change of Terms Agreement.

Proceeds from the Key Bank Revolver Note, at the discretion of the Bank, provide for the Company to borrow up to

$1,000,000

for working capital and general corporate purposes. This revolving line of credit is a demand note with

no

stated maturity date. Borrowings under the Key Bank Revolver Note will bear interest at a rate per annum equal to

one

-day LIBOR (adjusted daily) plus

2.75%.

The Company is required to make monthly payments of interest on any outstanding principal under the Key Bank Revolver Note and is required to pay the entire balance, including principal and all accrued and unpaid interest and fees, upon demand by the Bank. As of

September 30, 2019,

there were

no

amounts due under the Key Bank Revolver Note.

Proceeds from the Key Bank Term Note were utilized to retire amounts previously outstanding under a

$280,920

term loan from PNC Bank. As of

September 30, 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 Manhattan Heliport (the “Concession Agreement”). Pursuant to the terms of the Concession Agreement, the Company must pay the greater of

18%

of the

first

$5,000,000

in any program year based on cash collected (“Gross Receipts”) and

25%

of Gross Receipts in excess of

$5,000,000,

or minimum annual guaranteed payments. During the

nine

months ended

September 30, 2019

and

2018,

we incurred approximately

$1,190,000

and

$1,350,000

in concession fees, respectively, which are recorded in the cost of revenue.

As disclosed in a Current Report on Form

8

-K filed with the SEC on

February 5, 2016,

the Company and the New York City Economic Development Corporation (the “NYCEDC”) announced new measures to reduce helicopter noise and impacts across New York City (the “Air Tour Agreement”).

Under the Air Tour Agreement, filed as an exhibit to our Annual Report on Form

10

-K for the year ended

December 31, 2015,

the Company

may

not

allow its tenant operators to conduct tourist flights from the Downtown Manhattan Heliport on Sundays beginning

April 1, 2016.

The Company was also required to ensure that its tenant operators reduce the total allowable number of tourist flights from

2015

levels by

20

percent beginning

June 1, 2016,

by

40

percent beginning

October 1, 2016

and by

50

percent beginning

January 1, 2017.

Additionally, beginning on

June 1, 2016,

the Company was required to provide monthly written reports to the NYCEDC and the New York City Council detailing the number of tourist flights conducted out of the Downtown Manhattan Heliport compared to

2015

levels, as well as information on any tour flight that flies over land and/or strays from agreed upon routes.

The Air Tour Agreement also extended the Concession Agreement for

30

months, resulting in a new expiration date of

April 30, 2021.

The City of New York has

two one

-year options to further extend the Concession Agreement. The Air Tour Agreement also provides that the minimum annual guarantee payments the Company is required to pay to the City of New York under the Concession Agreement be reduced by

50%,

effective

January 1, 2017.

These reductions have negatively impacted the Company’s business and financial results as well as those of its management company at the Heliport, Empire Aviation which, as previously disclosed, is owned by the children of Alvin Trenk, the Company’s former Chief Executive Officer and a former member of its Board of Directors.  The Company incurred management fees with Empire Aviation of approximately

$1,600,000

and

$1,230,000

during the

nine

months ended

September 30, 2019

and

2018,

respectively, which is recorded in administrative expenses. The Company and Empire Aviation have also contributed to the Helicopter Tourism and Jobs Council (“HTJC”), an association that lobbies on behalf of the helicopter air tour industry, and which had engaged in discussions with the Mayor’s office.  Mr. Trenk is also an active participant with HJTC, which is managed by his grandson. One of our Directors, Sam Goldstein, serves as deputy director of HJTC.  

On

April 20, 2018,

the Company’s Kansas subsidiary entered into a purchase lease with Commerce Bank for a refueling truck (the “Truck Lease”). The Truck Lease commenced on

May 1, 2018

and continues for

60

months at an interest rate of LIBOR plus

416

basis points. At the end of the Truck Lease, the Company’s subsidiary

may

purchase the vehicle for

$1.00.

On

January 15, 2019,

the Company was issued a note by

one

of its customers at the Heliport. The note schedules payments of approximately

$276,000

in receivables payable by such customer, has a maturity date of

October 31, 2019,

as amended, and carries a

7.5%

rate of interest. The note payments 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 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 purchase agreement, dated

June 30, 2015,

by and between the Company and Warren A. Peck, pursuant to which Mr. Peck purchased all of the capital stock of the Company’s wholly-owned subsidiary, Phoenix Rising Aviation, Inc. The details of the agreement are described in such Current Report as well as in the Company’s Annual Report on Form

10

-K for the year ended

December 31, 2015,

which was filed with the SEC on

April 11, 2016.

The Company received

$100,000

due under this agreement in

September 2017

and an additional payment of

$100,000

in

September 2018.

The Company accepted as down payment for the stock purchase the title to a Falcon

10

aircraft owned by Mr. Peck. The aircraft was subsequently sold but that sale did

not

close. The Company repossessed the aircraft and is in the process of re-marketing the sale.

$270,000

of the Notes Receivable on the balance sheet is attributable to this transaction and the Company expects will be recouped through the sale.

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
REVENUE	$ 3,383,514	$ 3,280,445	$ 8,618,883	$ 8,236,353
COST OF REVENUE	1,679,938	1,698,504	4,398,725	4,590,808
GROSS PROFIT	1,703,576	1,581,941	4,220,158	3,645,545
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES	(1,284,521)	(1,265,730)	(3,400,967)	(3,362,209)
OPERATING INCOME	419,055	316,211	819,191	283,336
OTHER (INCOME) EXPENSE:
INTEREST INCOME	(6,808)	(6,574)	(21,443)	(32,703)
INTEREST EXPENSE	1,427	6,220	6,673	13,386
TOTAL OTHER INCOME, net	(5,381)	(354)	(14,770)	(19,317)
INCOME BEFORE INCOME TAX	424,436	316,565	833,961	302,653
INCOME TAX EXPENSE	146,554	102,454	277,554	102,454
NET INCOME	$ 277,882	$ 214,111	$ 556,407	$ 200,199
Basic Net Income Per Common Share (in dollars per share)	$ 0.28	$ 0.21	$ 0.55	$ 0.19
Diluted Net Income Per Common Share (in dollars per share)	$ 0.27	$ 0.21	$ 0.54	$ 0.19
Weighted Average Number of Common Shares – Basic (in shares)	1,007,293	1,006,501	1,007,293	1,036,553
Weighted Average Number of Common Shares - Diluted (in shares)	1,023,118	1,017,421	1,023,118	1,047,473

XML

Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

Consolidation, Policy [Policy Text Block]

Principles of Consolidation

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

Earnings Per Share, Policy [Policy Text Block]

Net

Income

Per Common Share

Net income was

$556,407

and

$200,199

for the

nine

months ended

September 30, 2019

and

2018,

respectively. Basic net income per share applicable to common stockholders is computed based on the weighted average number of shares of the Company’s common stock outstanding during the periods presented. Diluted net income per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted into common stock. Potentially dilutive securities, consisting of options and warrants, are excluded from the calculation of the diluted income per share when their exercise prices were greater than the average market price of the common stock during the period. 

The following table sets forth the components used in the computation of basic net income per share:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2019		2018		2019		2018
Weighted average common shares outstanding, basic		1,007,293		1,006,501		1,007,293		1,036,553
Common shares upon exercise of options and warrants		15,825		10,920		15,825		10,920
Weighted average common shares outstanding, diluted		1,023,118		1,017,421		1,023,118		1,047,473

Share-based Payment Arrangement [Policy Text Block]

Stock

-

Based Compensation

Stock-based compensation expense for all stock-based payment awards are based on the grant-date fair value. The Company recognizes these compensation costs over the requisite service period of the award, which is generally the option vesting term. For each of the

nine

months ended

September 30, 2019

and

2018,

the Company incurred stock-based compensation costs of approximately

$25,500

.

Such amounts have been recorded as part of the Company’s selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. As of

September 30, 2019,

the unamortized fair value of the options totaled

$8,500.

Option valuation models require the input of highly subjective assumptions, including the expected life of the option. In management's opinion, the use of such option valuation models does

not

necessarily provide a reliable single measure of the fair value of the Company’s employee stock options. Management holds this view partly because the Company's employee stock options have characteristics significantly different from those of traded options and also because changes in the subjective input assumptions can materially affect the fair value estimate.

New Accounting Pronouncements, Policy [Policy Text Block]

Recently Issued Accounting Pronouncements

In

February 2016,

the FASB issued ASU

No.

2016

-

02,

“Leases” (“ASU

2016

-

02”

), which requires an entity to recognize assets and liabilities on the balance sheet for the rights and obligations created by leased assets and provide additional disclosures. ASU

2016

-

02

became effective for us on

January 1, 2019

and we have adopted the new standard using a modified retrospective approach.

XML

Note 5 - Related Parties

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

Related Party Transactions Disclosure [Text Block]

NOTE

5

–

Related Parties

From time to time, the law firm of Wachtel Missry, LLP provides certain legal services to the Company and its subsidiaries. William B. Wachtel, Chairman of the Company’s Board of Directors, is a managing partner of such firm. During the

nine

months ended

September 30, 2019,

no

services were provided to the Company by Wachtel & Missry, LLP.

As described in more detail in Note

2,

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

XML

Note 3 - Summary of Significant Accounting Policies (Details Textual) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Sep. 30, 2019	Sep. 30, 2018
Net Income (Loss) Attributable to Parent, Total	$ 277,882	$ 226,189	$ 52,336	$ 214,111	$ 209,651	$ (223,563)	$ 556,407	$ 200,199
Share-based Payment Arrangement, Noncash Expense, Total							25,498	$ 25,496
Shares Based Compensation, Stock Options Unamortized Fair Value							$ 8,500

XML

Note 4 - Inventories (Details Textual) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Fuel [Member]
Inventory Third Party	$ 45,158	$ 37,675

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
CURRENT ASSETS
Cash	$ 3,501,530	$ 2,838,649
Accounts receivable	719,812	847,814
Inventories	204,963	170,865
Notes receivable	458,828	270,000
Prepaid expenses and other current assets	163,490	566,474
Total current assets	5,048,623	4,693,802
PROPERTY AND EQUIPMENT, net of accumulated depreciation and amortization of $3,649,465 and $3,630,731 as of September 30, 2019 and December 31, 2018, respectively	344,648	388,072
OTHER ASSETS
Deposits	2,512	2,512
Right of use assets	508,623
Goodwill	750,000	750,000
Deferred income taxes	507,000	507,000
Total other assets	1,768,135	1,259,512
TOTAL ASSETS	7,161,406	6,341,386
CURRENT LIABILITIES
Accounts payable	373,662	348,291
Customer deposits	129,875	126,843
Accrued dividends payable	500,000
Accrued expenses	259,134	288,630
Notes payable – current portion		57,722
Right of use leases payable – current portion	60,307
Total current liabilities	1,322,978	821,486
LONG-TERM LIABILITIES
Notes payable – less current portion		173,399
Right of use leases payable - less current portion	410,022
Total liabilities	1,733,000	994,885
STOCKHOLDERS’ EQUITY
Preferred stock - $0.03 par value; authorized 333,306; none issued and outstanding
Common stock - $0.03 par value; authorized 3,333,334; 1,007,293 and 1,006,768 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively	30,219	30,203
Additional paid-in capital	19,782,321	19,756,839
Accumulated deficit	(14,384,134)	(14,440,541)
TOTAL STOCKHOLDERS’ EQUITY	5,428,406	5,346,501
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 7,161,406	$ 6,341,386

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$ 556,407	$ 200,199
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	80,572	407,654
Stock based compensation	25,498	25,496
Changes in operating assets and liabilities:
Accounts receivable, trade	(148,034)	236,069
Inventories	(34,098)	(58,622)
Prepaid expenses and other current assets	402,984	16,238
Customer Deposits	3,032	39,784
Accounts payable	25,371	(111,371)
Accrued expenses	(29,496)	(1,596)
TOTAL ADJUSTMENTS	325,829	553,652
NET CASH PROVIDED BY OPERATING ACTIVITIES	882,236	753,851
CASH FLOWS FROM INVESTING ACTIVITIES
Payment of notes receivable	87,208	800,000
Purchase of property and equipment	(168,857)	(179,680)
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES	(81,649)	620,320
CASH FLOWS FROM FINANCING ACTIVITIES
Repurchase and cancellation of common stock		(175,813)
Repayment of right of use leases payable	(25,589)
Borrowings		135,000
Repayments	(112,117)	(274,089)
NET CASH USED IN FINANCING ACTIVITIES	(137,706)	(314,902)
NET CHANGE IN CASH	662,881	1,059,269
CASH – Beginning	2,838,649	1,724,504
CASH – Ending	3,501,530	2,783,773
NON-CASH OPERATING INVESTING AND FINANCING ACTIVITIES:
Accrued Dividend Payable	500,000
Change in Accounts Receivable through issuance of a Note Receivable	276,036	750,264
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Income Taxes	65,554	311,324
Interest	$ 6,673	$ 13,386

XML

Note 4 - Inventories (Tables)

9 Months Ended

Sep. 30, 2019

Notes Tables

Schedule of Inventory, Current [Table Text Block]

	September 30, 2019		December 31, 2018
Parts inventory	$	90,216	$	82,384
Fuel inventory		101,587		76,761
Other inventory		13,160		11,720
Total inventory	$	204,963	$	170,865

XML

Note 7 - Stockholders' Equity

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

NOTE

7

-

Stockholders’ Equity

On

February 27, 2019,

the Company filed with the Secretary of State of the state of Nevada a certificate of amendment to its articles of incorporation. The amendment provided for a reverse stock split (the “Reverse Stock Split”) of the Company’s outstanding shares of common stock at a ratio of

1

-for-

30.

This amendment further provided for a reduction in the number of authorized shares of common stock to

3,333,334,

as well as for a reduction in the number of authorized shares of preferred stock to

333,306.

The amendment had an effective date and time of

12:01

a.m. Eastern Time on

March 1, 2019

for stockholders of record on

February 27, 2019.

Accordingly, the Company presents historical share data in the condensed consolidated financial statements after giving effect to the Reverse Stock Split.

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
PROPERTY AND EQUIPMENT, accumulated depreciation and amortization	$ 3,649,465	$ 3,630,731
Common stock, par value (in dollars per share)	$ 0.03	$ 0.03
Common stock, shares authorized (in shares)	3,333,334	3,333,334
Common stock, shares issued (in shares)	1,007,293	1,006,768
Common stock, shares outstanding (in shares)	1,007,293	1,006,768

XML

Note 1 - Basis of Presentation

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

NOTE

1

-

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Saker Aviation Services, Inc. (the “Company”) and its subsidiaries have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial statements and in accordance with the instructions to Form

10

-Q. Accordingly, they do

not

include all of the information and disclosures required by GAAP for annual financial statements and should be read in conjunction with the financial statements and related footnotes included in the Company’s Annual Report on Form

10

-K for the year ended

December 31, 2018.

The condensed consolidated balance sheet as of

September 30, 2019

and the condensed consolidated statements of operations and cash flows for the

three

and

nine

months ended

September 30, 2019

and

2018

have been prepared by the Company without audit. In the opinion of the Company’s management, all necessary adjustments (consisting of normal recurring accruals) have been included to make the Company’s financial position as of

September 30, 2019

and its results of operations and cash flows for the

three

and

nine

months ended

September 30, 2019

not

misleading. The results of operations for the

three

and

nine

months ended

September 30, 2019

are

not

necessarily indicative of the results to be expected for any full year or any other interim period.

XML

Note 3 - Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2019

Notes Tables

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2019		2018		2019		2018
Weighted average common shares outstanding, basic		1,007,293		1,006,501		1,007,293		1,036,553
Common shares upon exercise of options and warrants		15,825		10,920		15,825		10,920
Weighted average common shares outstanding, diluted		1,023,118		1,017,421		1,023,118		1,047,473

XML

Note 6 - Litigation

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

Legal Matters and Contingencies [Text Block]

NOTE

6

–

Litigation

From time to time, we

may

be a party to

one

or more claims or disputes which

may

result in litigation. However, we are currently

not

a party to, nor is our property subject to, any material pending legal proceedings.

XML

Note 8 - Dividend Payable (Details Textual)	9 Months Ended
	Sep. 30, 2019 $ / shares
Common Stock, Dividends, Per Share, Declared	$ 0.50
Dividends, Per Share to be Paid in Equal Quarterly Installments	$ 0.125

XML

Note 3 - Summary of Significant Accounting Policies - Computation of Basic Net Income Per Share (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Weighted average common shares outstanding, basic (in shares)	1,007,293	1,006,501	1,007,293	1,036,553
Common shares upon exercise of options and warrants (in shares)	15,825	10,920	15,825	10,920
Weighted average common shares outstanding, diluted (in shares)	1,023,118	1,017,421	1,023,118	1,047,473