Saker Aviation Services, Inc. - Quarter Report: 2015 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

For The Quarterly Period Ended June 30, 2015

or

For the transition period from _______________ to ________________

Commission File Number: 000-52593

SAKER AVIATION SERVICES, INC.

(Exact Name of Registrant as Specified in Its Charter)

(212) 776-4046

(Registrant’s telephone number, including area code)

N/A

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

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

Yes x         No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web-site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x         No o

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

12b-2 of the Exchange Act.

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

Yes o          No x

As of August 19, 2015, the registrant had 33,107,610 shares of its common stock, $0.001 par value, issued and outstanding.

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

Form 10-Q

June 30, 2015

Index

See notes to condensed consolidated financial statements.

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

See notes to condensed consolidated financial statements.

 SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 See notes to condensed consolidated financial statements.

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 - Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Saker Aviation Services, Inc. (the “Company”) and its subsidiaries have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial statements and in accordance with the instructions to Form 10-Q. Accordingly, they do not include all of the information and disclosures required by GAAP for annual financial statements and should be read in conjunction with the financial statements and related footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

The condensed consolidated balance sheet and statements of cash flows as of June 30, 2015 and the condensed consolidated statements of operations for the three and six months ended June 30, 2015 and 2014 have been prepared by the Company without audit. In the opinion of the Company’s management, all necessary adjustments (consisting of normal recurring accruals) have been included to make the Company’s financial position as of June 30, 2015 and its results of operations and cash flows for the three months ended June 30, 2015 not misleading. The results of operations for the three and six months ended June 30, 2015 are not necessarily indicative of the results to be expected for any full year or any other interim period.

NOTE 2 – Liquidity

As of June 30, 2015, the Company had cash of $335,257 and had a working capital surplus of $1,631,970. The Company generated revenue from continuing operations of $7,044,851 and income from continuing operations of $420,261 for the six months ended June 30, 2015.

On May 17, 2013, the Company entered into a loan agreement with PNC Bank (the “PNC Loan Agreement”). The PNC Loan Agreement contained three components: (i) a $2,500,000 non-revolving acquisition line of credit (the “PNC Acquisition Line”); (ii) a $1,150,000 working capital line (the “PNC Working Capital Line”); and (iii) a $280,920 term loan (the “PNC Term Loan”). Substantially all assets of the Company are pledged as collateral under the PNC Loan Agreement.

Proceeds of the PNC Acquisition Line were able to be dispersed, based on parameters defined in the PNC Loan Agreement, until May 17, 2014 (the “Conversion Date”). As of the Conversion Date, there was $1,350,000 outstanding under the PNC Acquisition Line. The payment terms provide that 30 days following the Conversion Date, and continuing on the same day of each month thereafter, the Company is required to make equal payments of principal over a 60 month period. Interest on the outstanding principal continues to accrue at a rate equal to one-month LIBOR plus 275 basis points (2.94% as of June 30, 2015). As of June 30, 2015, the outstanding balance of the PNC Acquisition Line was $1,057,500.

The PNC Working Capital Line may be dispersed for working capital and general corporate purposes. Interest on outstanding principal accrues at a rate equal to daily LIBOR plus 250 basis points (2.69% as of June 30, 2015) and is renewable at PNC Bank’s option on or before November 30, 2015. As of June 30, 2015, the outstanding balance of the PNC Working Capital Line was $550,000.

The PNC Term Loan was dispersed to settle miscellaneous Company debt of the same amount. Interest on outstanding principal accrues at a rate equal to one-month LIBOR plus 275 basis points (2.94% as of June 30, 2015) with principal and interest payments made over a 34 month period. At June 30, 2015, $80,263 was outstanding.

The Company is party to a concession agreement, dated as of November 1, 2008, with the City of New York for the operation of the Downtown Manhattan Heliport (the “Concession Agreement”). Pursuant to the terms of the Concession Agreement, the Company must pay the greater of 18% of the first $5 million in program year gross receipts and 25% of gross receipts in excess of $5 million or minimum annual guaranteed payments. The Company paid the City of New York $1,200,000 in the first year of the term and minimum payments are scheduled to increase to approximately $1,700,000 in the final year of Concession Agreement, which expires on October 31, 2018. During the six months ended June 30, 2015 and 2014, the Company incurred approximately $1,024,000 and $1,086,000 in concession fees, respectively, which is recorded in the cost of revenue.

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 3 - Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and our wholly-owned subsidiaries, FirstFlight Heliports, LLC (“FFH”), our FBO at Garden City (Kansas) Regional Airport (“FBOGC”) and Phoenix Rising Aviation, Inc. (“PRA”). All significant inter-company accounts and transactions have been eliminated in consolidation.

Reclassifications

Certain reclassifications were made to prior year amounts to conform to the current year presentation. None of the reclassifications affected the Company’s net income in any period.

Net Income Per Common Share

Net income was $291,117 and $221,029 for the six months ended June 30, 2015 and 2014, respectively. Basic net income per share applicable to common stockholders is computed based on the weighted average number of shares of the Company’s common stock outstanding during the periods presented. Diluted net income per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted into common stock. Potentially dilutive securities, consisting of options and warrants, are excluded from the calculation of the diluted income per share when their exercise prices were greater than the average market price of the common stock during the period. 

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

(1) Potential common shares of 800,000 for the six months ended June 30, 2014 were excluded from the computation of diluted earnings as their exercise prices were greater than the average market price of the common stock during the period.

Stock Based Compensation

Stock-based compensation expense for all share-based payment awards are based on the grant-date fair value. The Company recognizes these compensation costs over the requisite service period of the award, which is generally the option vesting term. For the six months ended June 30, 2015 and 2014, the Company incurred stock-based compensation costs of $16,998 and $15,391 respectively. Such amounts have been recorded as part of the Company’s selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. As of June 30, 2015, the unamortized fair value of the options totaled $6,375.

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.

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Recently Issued Accounting Pronouncements

In April 2014, the FASB issued Accounting Standards Update No. 2014-08 “Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360) – Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” (ASU 2014-08) which requires entities to change the criteria for reporting discontinued operations and enhance convergence of the FASB’s and International Accounting Standard Board’s (IASB) reporting requirements for discontinued operations so as not to be overly complex or difficult to apply to stakeholders. Only those disposals of components of an entity that represent a strategic shift that has (or will have) a major effect on the entity’s operations and financial results will be reported as discontinued operations in the financial statements. ASU 2014-08 is effective for fiscal years beginning on or after December 15, 2014 and interim periods thereafter. ASU 2014-08 is effective for the Company’s financial statements for fiscal years beginning January 1, 2015. Based on the Company’s evaluation of ASU 2014-08, the adoption of this statement on January 1, 2015 did not have a material impact on the Company’s financial statements.

NOTE 4 - Inventories

Inventories consist primarily of aviation fuel which the Company sells to its customers. The Company also maintains fuel inventories for commercial airlines, to which it charges into-plane fees when servicing commercial aircraft. A summary of inventories as of June 30, 2015 and December 31, 2014 is set forth in the table below:

Included in inventories are amounts held for third parties of $64,828 and $76,021 as of June 30, 2015 and December 31, 2014, respectively, with an offsetting liability included as part of accrued expenses.

NOTE 5 – Discontinued Operations

As disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 6, 2015, and further described in NOTE 8 – “Subsequent Events”, the Company entered into a Stock Purchase Agreement, effective as of June 30, 2015, by and between the Company and Warren A. Peck (the “Agreement”). Pursuant to the Agreement, Mr. Peck will purchase all of the outstanding capital stock of the Company’s wholly-owned subsidiary Phoenix Rising Aviation, Inc. (“PRA”). As a result, the results of operations of PRA have been reported in this Quarterly Report on Form 10-Q as discontinued operations and the subsidiary assets and liabilities have been re-classed on the Consolidated Condensed Balance Sheets to “Assets Held For Sale” and “Liabilities Held for Sale”.

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Components of discontinued operations are as follows:

As of June 30, 2015, assets consisting of cash of $79,875, accounts receivable of $115,437, inventory of $226,909, prepaid expenses and other current assets of $85,203, property plant and equipment of $194,775, and liabilities principally consisting of accounts payable and accrued expenses of $85,211 and $17,427 respectively, were included in the consolidated balance sheets.

NOTE 6 – Related Parties

The law firm of Wachtel & Missry, LLP provides certain legal services to the Company and its subsidiaries from time to time. William B. Wachtel, Chairman of the Company’s Board of Directors, is a managing partner of such firm. During the six months ended June 30, 2015 and 2014, no services were provided to the Company by Wachtel & Missry, LLP.

NOTE 7 - Litigation

From time to time, the Company and/or its subsidiaries may be a party to one or more claims or disputes which may result in litigation. The Company's management does not, however, presently expect that any such matters will have a material adverse effect on the Company's business, financial condition or results of operations.

NOTE 8 – Subsequent Events

On July 2, 2015, the Company entered into a Stock Purchase Agreement, effective as of June 30, 2015, by and between the Company and Warren A. Peck (the “Agreement”). Pursuant to the Agreement, Mr. Peck will purchase all of the outstanding capital stock of PRA. The closing of the transactions contemplated by the Agreement will occur upon the second business day following the satisfaction of all conditions to the obligations of the parties under the Agreement. Pursuant to the Agreement, Mr. Peck has agreed to pay to the Company: (i) $250,000 at the closing; (ii) $250,000 pursuant to a Secured Promissory Note; and (iii) earn-out payments based on EBITDA thresholds achieved by PRA post-closing, as set forth in the Installment Payment Agreement. As a result of the proposed sale, PRA results of operations have been reported as discontinued operations in the Condensed Consolidated Balance Sheets and Statements of Operations for the three and six months ended June 30, 2015 and 2014. The Agreement, Secured Promissory Note and Installment Payment Agreement are included as exhibits with this Report on Form 10-Q.

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

The following discussion should be read together with the accompanying consolidated condensed financial statements and related notes in this report. This Item 2 contains forward-looking statements that involve risks and uncertainties. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date of this report. Actual results may differ materially from those expressed or implied in such forward-looking statements. Factors which could cause actual results to differ materially are discussed throughout this report and include, but are not limited to, those set forth at the end of this Item 2 under the heading "Cautionary Statement Regarding Forward Looking Statements." Additional factors are under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

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

OVERVIEW

Saker Aviation Services, Inc. (“we”, “us”, “our”) is a Nevada corporation. Our common stock, $0.001 par value per share (the “common stock”), is publicly traded on the OTCQB Marketplace (“OTCQB”) under the symbol “SKAS”. Through our subsidiaries, we operate in the aviation services segment of the general aviation industry, in which we serve as the operator of a heliport, a fixed base operation (“FBO”), as a provider of aircraft maintenance, repair and overhaul (“MRO”) services, and as a consultant for a seaplane base that we do not own. FBOs provide ground-based services, such as fueling and aircraft storage for general aviation, commercial and military aircraft, and other miscellaneous services.

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

Our business activities are carried out as the operator of the Downtown Manhattan (New York) Heliport, as an FBO at the Garden City (Kansas) Regional Airport, as an MRO at the Bartlesville (Oklahoma) Municipal Airport, and as a consultant to the operator of a seaplane base in New York City.

The Garden City facility became part of our company as a result of our acquisition of the FBO assets of Central Plains Aviation, Inc. (“CPA”) in March 2005.

Our business activities at the Downtown Manhattan (New York) Heliport facility (the “Heliport”) commenced as a result of the Company’s award of the Concession Agreement by the City of New York to operate the Heliport, which we assigned to our subsidiary, FirstFlight Heliports, LLC d/b/a Saker Aviation Services (“FFH”). See Note 2 to the condensed consolidated financial statements included in Item 1. of this report.

The Bartlesville facility became part of our company as a result of our acquisition of all of the outstanding stock of Phoenix Rising Aviation, Inc. (“PRA”) on August 15, 2013.

The FBO segment of the general aviation industry is highly fragmented. According to the National Air Transportation Association (“NATA”), there are over 3,000 FBOs that serve customers at one or more of over 3,000 airport facilities across the country that have at least one paved 3,000-foot runway. The vast majority of these entities are single location operators. NATA characterizes companies with operations at three or more airports as “chains.” An operation with FBOs in at least two distinctive regions of the country is considered a “national” chain while an operation with FBOs in multiple locations within a single region is considered a “regional” chain.

REVENUE AND OPERATING RESULTS

Comparison of Continuing Operations for the Three and Six Months Ended June 30, 2015 and June 30, 2014.

REVENUE

Revenue from continuing operations decreased by 4.1 percent to $4,557,736 for the three months ended June 30, 2015 as compared with corresponding prior-year period revenue of $4,751,962.

For the three months ended June 30, 2015, revenue from continuing operations associated with the sale of jet fuel, aviation gasoline and related items decreased by 8.6 percent to approximately $1,766,000 as compared to approximately $1,933,000 in the three months ended June 30, 2014. The decrease was largely attributable to a lower volume of gallons, particularly gallons associated with our general aviation fueling operations. The general aviation category experienced a significantly higher demand in the second quarter of 2014, which demand did not recur during the same period in 2015.

For the three months ended June 30, 2015, revenue from continuing operations associated with services and supply items decreased by 1.1 percent to approximately $2,760,000 as compared to approximately $2,790,000 in the three months ended June 30, 2014.

For the three months ended June 30, 2015, all other revenue from continuing operations increased by 10.2 percent to approximately $31,000 as compared to approximately $28,000 in the three months ended June 30, 2014.

Revenue from continuing operations decreased by 5.1 percent to $7,044,851 for the six months ended June 30, 2015 as compared with corresponding prior-year period revenue of $7,423,060.

For the six months ended June 30, 2015, revenue from continuing operations associated with the sale of jet fuel, aviation gasoline and related items decreased by 13.7 percent to approximately $2,781,000 as compared to approximately $3,222,000 in the six months ended June 30, 2014. The decrease was largely attributable to a lower volume of gallons, particularly gallons associated with our general aviation fueling operations. The general aviation category experienced a significantly higher demand in the six months ended June 30, 2014, which demand did not recur during the same period in 2015.

For the six months ended June 30, 2015, revenue from continuing operations associated with services and supply items increased .8 percent to approximately $4,179,000 as compared to approximately $4,144,000 in the six months ended June 30, 2014.

For the six months ended June 30, 2015, all other revenue from continuing operations increased by 50.2 percent to approximately $84,000 as compared to approximately $56,000 in the six months ended June 30, 2014. The increase was largely attributable to an increase in miscellaneous revenue generated by our Heliport compared to the same period last year.

GROSS PROFIT

Total gross profit from continuing operations increased 11.8 percent to $2,741,339 in the three months ended June 30, 2015 as compared with the three months ended June 30, 2014. Gross margin increased to 60.1 percent in the three months ended June 30, 2015 as compared to 51.6% percent in the same period in the prior year. The increase in gross profit is related to higher levels of activity in our Heliport operations.

Total gross profit from continuing operations increased 10.8 percent to $3,945,390 in the six months ended June 30, 2015 as compared with the six months ended June 30, 2014. Gross margin increased to 56.0 percent in the six months ended June 30, 2015 as compared to 48.0% percent in the same period in the prior year. As explained above, the increase in gross profit is related to higher levels of activity in our Heliport operations.

OPERATING EXPENSE

Selling, General and Administrative

Total selling, general and administrative expenses, or SG&A, from continuing operations were $1,939,000 in the three months ended June 30, 2015, representing an increase of approximately $172,000 or 9.7 percent, as compared to the same period in 2014. Total selling, general and administrative expenses, or SG&A, from continuing operations were $3,059,000 in the six months ended June 30, 2015, representing an increase of approximately $314,000 or 11.4 percent, as compared to the same period in 2014. The overall increase in SG&A was largely attributable to additional costs related to the higher levels of activity in our Heliport operations.

SG&A associated with continuing operations of our aviation services operations were approximately $1,849,000 in the three months ended June 30, 2015, representing an increase of approximately $148,000 or 8.7 percent, as compared to the three months ended June 30, 2014. SG&A associated with our continuing FBO operations, as a percentage of revenue, was 40.6 percent for the three months ended June 30, 2015, as compared with 38.5 percent in the corresponding prior year period. The increased operating expenses were largely attributable to additional costs related to the higher levels of activity in our Heliport operations.

SG&A associated with continuing operations of our aviation services operations were approximately $2,878,000 in the six months ended June 30, 2015, representing an increase of approximately $290,000 or 11.2 percent, as compared to the six months ended June 30, 2014. SG&A associated with our continuing FBO operations, as a percentage of revenue, was 40.9 percent for the six months ended June 30, 2015, as compared with 34.9 percent in the corresponding prior year period. The increased operating expenses were largely attributable to additional costs related to the higher levels of activity in our Heliport operations.

Corporate SG&A was approximately $90,000 for the three months ended June 30, 2015, representing an increase of approximately $24,000 as compared with the corresponding prior year period. Corporate SG&A was approximately $180,000 for the six months ended June 30, 2015, representing an increase of approximately $24,000 as compared with the corresponding prior year period.

OPERATING INCOME

Operating income from continuing operations for the three and six months ended June 30, 2015 was $802,236 and $886,745, respectively, as compared to operating income of $685,370 and $817,097, in the three and six months ended June 30, 2014. The increase on a year-over-year basis was driven by higher levels of activity in our Heliport operations.

Depreciation and Amortization

Depreciation and amortization was approximately $304,000 and $268,000 for the six months ended June 30, 2015 and 2014, respectively.

Interest Income/Expense

Interest income for the six months ended June 30, 2015 was $0 as compared to $5,905 in the six months ended June 30, 2014. Interest expense for the six months ended June 30, 2015 was approximately $12,150 as compared to $29,206 in the same period in 2014.

Income Tax

Income tax expense for the three and six months ended June 30, 2015 was $456,000 as compared to approximately $329,000 and $377,000, respectively, during the same period in 2014. The increase is attributable to higher pre-tax income in the six months ended June 30, 2015 as compared to the same period in 2014.

Net Income Per Share

Net income was $291,117 and $221,029 for the six months ended June 30, 2015 and 2014, respectively. The increase in net income is an outcome of the factors described above.

Basic and diluted net income per share for the six month periods ended June 30, 2015 and 2014 was $0.01 and $0.01, respectively.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2015, we had cash and cash equivalents of $335,257 and a working capital surplus of $1,631,970. We generated revenue from continuing operations of $7,044,851 and income from continuing operations of $420,261 for the six months ended June 30, 2015. For the six months ended June 30, 2015, cash flows included net cash provided by operating activities of $154,501, net cash used in investing activities of $163,229, and net cash used in financing activities of $187,018.

On May 17, 2013, the Company entered into a loan agreement with PNC Bank (the “PNC Loan Agreement”). The PNC Loan Agreement contained three components: (i) a $2,500,000 non-revolving acquisition line of credit (the “PNC Acquisition Line”); (ii) a $1,150,000 working capital line (the “PNC Working Capital Line”); and (iii) a $280,920 term loan (the “PNC Term Loan”). Substantially all assets of the Company are pledged as collateral under the PNC Loan Agreement.

Proceeds of the PNC Acquisition Line were able to be dispersed, based on parameters defined in the PNC Loan Agreement, until May 17, 2014 (the “Conversion Date”). As of the Conversion Date, there was $1,350,000 outstanding under the PNC Acquisition Line. The payment terms provide that 30 days following the Conversion Date, and continuing on the same day of each month thereafter, the Company is required to make equal payments of principal over a 60 month period. Interest on the outstanding principal continues to accrue at a rate equal to one-month LIBOR plus 275 basis points (2.94% as of June 30, 2015). As of June 30, 2015, there was $ 1,057,500 outstanding under the PNC Acquisition Line.

The PNC Working Capital Line may be dispersed for working capital and general corporate purposes. Interest on outstanding principal accrues at a rate equal to daily LIBOR plus 250 basis points (2.69% as of June 30, 2015) and is renewable at PNC Bank’s option on or before November 30, 2015. As of June 30, 2015, the outstanding balance of the PNC Working Capital Line was $550,000.

The PNC Term Loan was dispersed to settle miscellaneous Company debt of the same amount. Interest on outstanding principal accrues at a rate equal to one-month LIBOR plus 275 basis points (2.94% as of June 30, 2015) and principal and interest payments shall be made over a 34 month period. At June 30, 2015, $80,263 was outstanding.

The Company is party to a concession agreement, dated as of November 1, 2008, with the City of New York for the operation of the Downtown Manhattan Heliport (the “Concession Agreement”). Pursuant to the terms of the Concession Agreement, the Company must pay the greater of 18% of the first $5 million in program year gross receipts and 25% of gross receipts in excess of $5 million or minimum annual guaranteed payments. The Company paid the City of New York $1,200,000 in the first year of the term and minimum payments are scheduled to increase to approximately $1,700,000 in the final year of Concession Agreement, which expires on October 31, 2018. During the six months ended June 30, 2015 and 2014, the Company incurred approximately $1,024,000 and $1,086,000 in concession fees, respectively, which is recorded in cost of revenue.

During the six months ended June 30, 2015, we had a net decrease in cash of $195,746. Our sources and uses of funds during this period were as follows:

Cash from Operating Activities

For the six months ended June 30, 2015, net cash provided by operating activities was $154,501. This amount included an increase in operating cash related to net income of $291,117 and additions for the following items: (i) depreciation and amortization, $303,506 ; (ii) stock based compensation, $16,998; (iii) prepaid expenses and other current assets, $176,730; (iv) deferred income taxes of $232,000; and (v) accounts payable, $198,811. These increases in operating activities were offset by the following decreases: (i) accounts receivable, $799,547; (ii) trade inventories, $17,197; (iii) customer deposits, $5,638; and (iv) accrued expenses, $242,279.

For the six months ended June 30, 2014, net cash provided by operating activities was $611,580. This amount included an increase in operating cash related to net income of $221,029 and additions for the following items: (i) depreciation and amortization, $268,346; (ii) stock based compensation, $15,391; (iii) inventories, $26,046; (iv) deposits, $1,660; (v) deferred income taxes, $15,000; (vi) accounts payable, $646,783; (vii) accrued expenses, $70,914; and (viii) customer deposits, $1,321. The increase in operating cash in 2014 was offset by the following decreases: (i) accounts receivable, trade, $508,156; and (ii) prepaid expenses and other current assets, $146,754.

Cash from Investing Activities

For the six months ended June 30, 2015, net cash used in investing activities was $163,229. This amount included $79,875 of net cash held for sale of a subsidiary and $83,354 used for the purchase of property and equipment. For the six months ended June 30, 2014, net cash of $81,347 was used in investing activities for the purchase of $138,443 in property and equipment offset by the repayment of notes receivable of $57,096.

Cash from Financing Activities

For the six months ended June 30, 2015, net cash used in financing activities was $187,018 for the repayment of notes payable. For the six months ended June 30, 2014, net cash used in financing activities was $248,213, consisting of a drawdown from the line of credit of $175,000 offset by the repayment of notes payable of $423,213.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Recent Accounting Pronouncements

In April 2014, the FASB issued Accounting Standards Update No. 2014-08 “Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360) – Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” (ASU 2014-08) which requires entities to change the criteria for reporting discontinued operations and enhance convergence of the FASB’s and International Accounting Standard Board’s (IASB) reporting requirements for discontinued operations so as not to be overly complex or difficult to apply to stakeholders. Only those disposals of components of an entity that represent a strategic shift that has (or will have) a major effect on the entity’s operations and financial results will be reported as discontinued operations in the financial statements. ASU 2014-08 is effective for fiscal years beginning on or after December 15, 2014 and interim periods thereafter. ASU 2014-08 will be effective for the Company’s financial statements for fiscal years beginning January 1, 2015. Based on the Company’s evaluation of ASU 2014-08, the adoption of this statement on January 1, 2015 did not have a material impact on the Company’s financial statements.

CAUTIONARY STATEMENT FOR FORWARD-LOOKING STATEMENTS

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

Any one of these or other risks, uncertainties, other factors, or any inaccurate assumptions made by the Company may cause actual results to be materially different from those described herein or elsewhere by us. Undue reliance should not be replaced on any such forward-looking statements, which speak only as of the date they were made. Certain of these risks, uncertainties, and other factors are described in greater detail in our Annual Report on Form 10-K for the year ended December 31, 2014 and in other filings we make with the Securities and Exchange Commission. Subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above and elsewhere in our reports filed with the Securities and Exchange Commission. We expressly disclaim any intent or obligation to update any forward-looking statements, except as may be required by law.

Item 3 – Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Item 4 – Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Control Over Financial Reporting

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

PART II – OTHER INFORMATION

Item 6.  Exhibits

* Filed herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.