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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 June 30, 2024

 

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 August 14, 2024, the registrant had 989,994 shares of its common stock, $0.03 par value, issued and outstanding.

 

i

 

 

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

Form 10-Q

June 30, 2024

 

 

Index

 

PART I - FINANCIAL INFORMATION

       
 

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Page

       
   

Balance Sheets as of June 30, 2024 (unaudited) and December 31, 2023

1

       
   

Statements of Operations for the Three and Six Months Ended June 30, 2024 and 2023 (unaudited)

2

       
   

Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2024 and 2023 (unaudited)

3

       
   

Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023 (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

13

       
 

ITEM 4. CONTROLS AND PROCEDURES

13

       

PART II - OTHER INFORMATION

 
       
 

ITEM 1. LEGAL PROCEEDINGS

14

     
 

ITEM 6. EXHIBITS

14

       

SIGNATURES

15

 

ii

 

 

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

   

June 30,

2024

   

December 31,

2023

 
   

(unaudited)

   

(audited)

 
ASSETS                
CURRENT ASSETS                

Cash and cash equivalents

  $ 6,034,463     $ 6,931,709  

Investments

    3,463,218       2,543,321  

Accounts receivable, trade

    253,895       294,521  

Inventories

    8,739       1,142  

Income tax receivable

    0       44,899  

Prepaid expenses

    799,231       745,606  

Total current assets

    10,559,546       10,561,198  
                 

PROPERTY AND EQUIPMENT, net of accumulated depreciation and amortization of $3,135,634 and $3,127,876, respectively

    43,853       49,440  
                 

TOTAL ASSETS

  $ 10,603,399     $ 10,610,638  
                 

LIABILITIES AND STOCKHOLDERS' EQUITY

               
                 

CURRENT LIABILITIES

               

Accounts payable

  $ 1,617,702     $ 705,133  

Customer deposits

    258,299       253,446  

Accrued expenses

    201,697       1,333,092  

Total current liabilities

    2,077,698       2,291,671  
                 

TOTAL LIABILITIES

    2,077,698       2,291,671  
                 

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;989,994 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively

    29,700       29,577  

Additional paid-in capital

    19,953,133       19,902,505  

Accumulated deficit

    (11,457,132 )     (11,613,115 )

TOTAL STOCKHOLDERS’ EQUITY

    8,525,701       8,318,967  

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

  $ 10,603,399     $ 10,610,638  

 

See accompanying notes to condensed consolidated financial statements.

 

 

1

 

 

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

   

For the Three Months Ended

June 30,

   

For the Six Months Ended

June 30,

 
   

2024

   

2023

   

2024

   

2023

 
                                 

REVENUE

  $ 2,623,118     $ 2,411,676     $ 3,961,485     $ 3,733,733  
                                 

COST OF REVENUE

    1,231,384       638,166       1,937,556       1,319,172  
                                 

GROSS PROFIT

    1,391,734       1,773,510       2,023,929       2,414,561  
                                 

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

    496,020       809,436       927,153       1,551,217  
                                 

OPERATING INCOME

    895,714       964,074       1,096,776       863,344  
                                 

OTHER (EXPENSE) INCOME

                               

LITIGATION EXPENSE

    (1,054,200 )     0       (1,054,200 )     0  

GAIN ON SALE OF INVESTMENTS

    15,222       0       15,222       0  

INTEREST INCOME

    92,957       63,354       184,185       63,354  

TOTAL OTHER (EXPENSE) INCOME

    (946,021 )     63,354       (854,793 )     63,354  
                                 

(LOSS) INCOME BEFORE INCOME TAX

    (50,307 )     1,027,428       241,983       926,698  
                                 

INCOME TAX EXPENSE

    19,000       335,000       86,000       335,000  
                                 

NET (LOSS) INCOME

    (31,307 )     692,428       155,983       591,698  
                                 

Basic Net (Loss) Income Per Common Share

  $ (0.03 )   $ 0.71     $ 0.16     $ 0.61  

Diluted Net (Loss) Income Per Common Share

  $ (0.03 )   $ 0.70     $ 0.15     $ 0.59  

Weighted Average Number of Common Shares – Basic

    989,633       976,330       987,761       976,330  

Weighted Average Number of Common Shares - Diluted

    1,024,757       994,343       1,019,413       994,616  

 

See accompanying notes to condensed consolidated financial statements.

 

2

 

 

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

FOR THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022

(UNAUDITED)

 

                   

Additional

           

Total

 
   

Common Stock

   

Paid-in

   

Accumulated

   

Stockholders’

 
   

Shares

   

Amount

   

Capital

   

Deficit

   

Equity

 

BALANCE – January 1, 2023

    976,330     $ 29,290     $ 19,812,794     $ (14,059,559 )   $ 5,782,525  
                                         

Amortization of stock based compensation

                    25,500               25,500  
                                         

Net loss

                            (100,730 )     (100,730 )
                                         

BALANCE – March 31, 2023

    976,330     $ 29,290     $ 19,838,294     $ (14,160,289 )   $ 5,707,295  
                                         

Net income

                            692,428       692,428  
                                         

BALANCE – June 30, 2023

    976,330     $ 29,290     $ 19,863,794     $ (13,467,861 )   $ 6,425,223  
                                         

BALANCE – January 1, 2024

    985,888     $ 29,577     $ 19,902,505     $ (11,613,115 )   $ 8,318,967  
                                         

Amortization of stock based compensation

                    25,420               25,420  
                                         

Net income

                            187,290       187,290  
                                         

BALANCE – March 31, 2024

    985,888     $ 29,577     $ 19,927,925     $ (11,425,825 )   $ 8,531,677  
                                         

Amortization of stock based compensation

                    25,331               25,331  
                                         

Exercise of stock options

    4,106       123       (123 )             0  
                                         

Net loss

                            (31,307 )     (31,307 )
                                         

BALANCE – June 30, 2024

    989,994     $ 29,700     $ 19,953,133     $ (11,457,132 )   $ 8,525,701  

 

ee accompanying notes to condensed consolidated financial statements.

 

3

 

 

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

   

For the Six Months Ended

June 30,

 
   

2024

   

2023

 

CASH FLOWS FROM OPERATING ACTIVITIES

               

Net income

  $ 155,983     $ 591,698  

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

               

Depreciation and amortization

    7,758       8,433  

Gain in sale of investments

    (15,222 )     0  

Stock based compensation

    50,751       51,000  

Changes in operating assets and liabilities:

               

Accounts receivable

    40,626       41,846  

Inventories

    (7,597 )     10,157  

Prepaid expenses

    (8,726 )     113,936  

Customer deposits

    4,853       0  

Accounts payable

    912,569       192,135  

Accrued expenses

    (1,131,395 )     (318,695 )

TOTAL ADJUSTMENTS

    (146,383 )     98,812  
                 

NET CASH PROVIDED BY OPERATING ACTIVITIES

    9,600       690,510  
                 

CASH FLOWS FROM INVESTING ACTIVITIES

               

Purchase of investments

    (1,485,675 )     0  

Proceeds from sale of investments

    581,000       0  

Purchase of property and equipment

    (2,171 )     0  

NET CASH USED IN INVESTING ACTIVITIES

    (906,846 )     0  
                 

NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

    (897,246 )     690,510  
                 

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH – Beginning

    6,931,709       5,977,157  

CASH AND CASH EQUIVALENTS – Ending

  $ 6,034,463     $ 6,667,667  

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

               
                 

Cash paid during the periods for income taxes

  $ 1,430,313     $ 637,513  

 

See accompanying 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, 2023.

 

The condensed consolidated balance sheet as of June 30, 2024 and the condensed consolidated statements of operations and cash flows for the three and six months ended June 30, 2024 and 2023 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, 2024 and its results of operations, stockholders’ equity, and cash flows for the three and six months ended June 30, 2024 not misleading. The results of operations for the three and six months ended June 30, 2024 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 June 30, 2024, we had cash and cash equivalents of $6,034,463 and a working capital surplus of $8,481,848. We generated revenue from operations of $3,961,485 and had net income of $155,983 for the six months ended June 30, 2024. For the six months ended June 30, 2024, cash flows included net income of $155,983, cash provided by operating activities of $9,600, and cash used in investing activities of $906,846.

 

On March 15, 2018, the Company entered into a loan agreement for a $1,000,000 revolving line of credit (the “Key Bank Revolver Note”) which, at the discretion of the Bank, provides for the Company to borrow up to $1,000,000 for working capital and general corporate purposes. On November 22, 2023, the Bank reduced the amount available under the Key Bank Revolver Note to $500,000. This revolving line of credit is a demand note with no stated maturity date. Borrowings under the Key Bank Revolver Note will bear interest at a rate per annum equal to Daily Simple SOFR plus 2.75%. The Company is required to make monthly payments of interest on any outstanding principal under the Key Bank Revolver Note and is required to pay the entire balance, including principal and all accrued and unpaid interest and fees, upon demand by the Bank. Any proceeds from the Key Bank Revolver Note would be secured by substantially all of the Company’s assets. There were no amounts due under the Key Bank Revolver Note at June 30, 2024 or 2023.

 

The Company has invested its excess working capital reserves in a high yield savings account and government backed securities with UBS Financial Services Inc. (“UBS”).

 

The Company was 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 was required to 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.

 

On February 5, 2016, the Company and the New York City Economic Development Corporation (the “NYCEDC”) announced new measures to reduce helicopter noise and impacts across New York City (the “Air Tour Agreement”). Under the Air Tour Agreement, the Company has not been allowed to permit its tenant operators to conduct tourist flights from the Downtown Manhattan Heliport on Sundays since April 1, 2016. The Company was also required to ensure that its tenant operators reduce the total allowable number of tourist flights from 2015 levels by 20 percent beginning June 1, 2016, by 40 percent beginning October 1, 2016 and by 50 percent beginning January 1, 2017. The Air Tour Agreement also provided for the minimum annual guarantee payments the Company is required to pay to the City of New York under the Concession Agreement.

 

5

 

Additionally, since June 1, 2016, the Company has been required to provide monthly written reports to the NYCEDC and the New York City Council detailing the number of tourist flights conducted out of the Downtown Manhattan Heliport compared to 2015 levels, as well as information on any tour flight that flies over land and/or strays from agreed upon routes. The Air Tour Agreement also extended the Concession Agreement for 30 months, resulting in a new expiration date of April 30, 2021 and gave the City of New York two one-year options to extend the term of the Concession Agreement. The term of the Concession Agreement was subsequently extended by the City through April 30, 2023 by the City’s exercise of both one-year option renewals and expired on that date.

 

The Company was party to a management agreement with Empire Aviation (“Empire”). The management agreement expired April 30, 2023. The Company’s internal management team and heliport employees have taken over all duties relating to the management of the heliport. The Company incurred management fees with Empire of approximately $448,000 during the six months ended June 30, 2023. Empire had notified the Company that it believed additional fees were due under the management agreement. Please see Note 4. Litigation.

 

On April 28, 2023, the Company entered into a Temporary Use Authorization Agreement (the “Use Agreement”), effective as of May 1, 2023, with the City of New York acting by and through the New York City of Department of Small Business Services (“DSBS”). The Use Agreement had a term of one year. Pursuant to the terms of the Use Agreement, the Company was granted the exclusive right to operate as the fixed base operator for the Downtown Manhattan Heliport and collect all revenue derived from the Downtown Manhattan Heliport operations. In addition to terminations for an event of default, the Use Agreement could be terminated at any time by the Commissioner of the DSBS or suspended at any time by the NYCEDC. The Company was required under the Use Agreement to remit a monthly administrative fee to the NYCEDC in the amount of $5,000.

 

On July 13, 2023, the DSBS was granted approval by the Franchise and Concession Review Committee to enter into an Interim Concession Agreement (the “Interim Agreement”) with the Company to provide for the continued operation of the Downtown Manhattan Heliport. The Interim Agreement became effective upon registration with the Comptroller of the City of New York and commenced on December 12, 2023, the date set forth in a written notice to proceed received by the Company. The Interim Agreement provides for one (1) six-month term (the “Initial Period”), with two (2) six-month options to renew (the “Renewal Periods”). The Company is required to pay the greater of $1,036,811 or 30% of Gross Receipts during the Initial Term and the greater of $518,406 or 30% of Gross Receipts during both Renewal Periods.

 

On April 30, 2024, the Company received notice from DSBS of its exercise of the first of the two six-month renewal options extending the term of the Interim Concession Agreement through December 12, 2024. In addition to terminations for an event of default, the Interim Agreement can be terminated at any time by the Commissioner of the DSBS or suspended at any time by the NYCEDC. During the six months ended June 30, 2024 and 2023, we incurred approximately $1,211,000 and $0 in fees under the Interim Agreement, respectively, and $0 and $532,000 in fees under the Concession Agreement, respectively, which are recorded in the cost of revenue.

 

On November 13, 2023, the DBS and NYCEDC released the new Request for Proposals (“RFP”). The initial due date for submissions was January 12, 2024, with the due date being subsequently extended to February 12, 2024. The Company submitted a timely proposal in compliance with the terms of the RFP. The Interim Agreement will govern the Company’s operation of the Downtown Manhattan Heliport until the RFP process is concluded and an operator selected unless terminated earlier pursuant to its terms.

 

 

NOTE 3 - Summary of Significant Accounting Policies

 

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, FirstFlight Heliports, LLC. All significant inter-company accounts and transactions have been eliminated in consolidation.

 

Cash and cash equivalents

The Company maintains its cash with various financial institutions which often exceeds federally insured limits. The Company has not experienced any losses from maintaining cash accounts in excess of federally insured limits. As part of its cash management process, the Company periodically reviews the relative credit standing of these financial institutions. The Company considers all highly liquid investments with an original maturity at time of acquisition of three months or less to be cash equivalents.

 

6

 

Net Income (Loss) Per Common Share

Net income was $155,983 and $591,698 for the six months ended June 30, 2024 and 2023, respectively. Net income (loss) was $(31,307) and $692,428 for the three months ended June 30, 2024 and 2023, respectively. Basic net income (loss) per share applicable to common stockholders is computed based on the weighted average number of shares of the Company’s common stock outstanding during the periods presented. Diluted net (loss) 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

June 30,

   

For the Six Months Ended

June 30,

 
   

2024

   

2023

   

2024

   

2023

 

Weighted average common shares outstanding, basic

    989,633       976,330       987,761       976,330  

Common shares upon exercise of options and warrants

    35,124       18,013       31,652       18,286  

Weighted average common shares outstanding, diluted

    1,024,757       994,343       1,019,413       994,616  

 

 

Stock-Based Compensation

Stock-based compensation expense for all stock-based payment awards are based on the estimated grant-date fair value. The Company recognizes these compensation costs over the requisite service period of the award, which is generally the option vesting term. For the six months ended June 30, 2024 and 2023, the Company incurred stock-based compensation of $50,751 and $51,000, 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, 2024, the unamortized fair value of the options totaled $50,929 and the weighted average remaining amortization period of the options ranging from one to five years.

 

Option valuation models require the input of highly subjective assumptions, including the expected life of the option. Because the Company's employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options.

 

 

NOTE 4 – Litigation

 

Empire Aviation, LLC (“Empire”) and the Company were parties to a certain Management Agreement (the “Management Agreement”) effective November 1, 2008. The Management Agreement terminated on April 30, 2023. As previously disclosed in the Company’s 2023 Annual Report on Form 10-K, Note 10. Contingent Liabilities. Empire Aviation notified the Company that it believes additional fees (“Management Fees”) are due under the Management Agreement.

 

On March 14, 2024, the Company and Empire participated in an arbitration of this dispute. In their filing, Empire claimed that Saker failed to pay Empire certain Management Fees in various months throughout the term of the Management Agreement. Of this amount, approximately $350,000 had been accrued by the Company in 2023 and included in the Company’s Condensed Consolidated Statement of Operations in selling, general and administrative expenses and the Condensed Consolidated Balance Sheet in accounts payable. Saker asserted numerous defenses including, but not limited to, Empire waiving its rights to such fees by the parties’ course of conduct. Further, Saker asserted counterclaims against Empire.

 

On July 8, 2024, the Company was notified of the arbitrator's decision. The arbitrator found in favor of Empire in the amount of $1.4 million (the “Judgement Amount”), such amount representing approximately $1,036,000 in unpaid Management Fees due under the Management Agreement plus accrued interest of approximately $363,000. The Judgement Amount was immediately payable and accrued per diem interest of $511.08 for each day until it was paid in full. On July 10, 2024, the Company paid Empire the Judgement Amount including per diem interest through the date of payment. The Company recorded Litigation Expense of $1,054,200 at June 30, 2024, representing the difference between the Judgement Amount and the expense accrued by the company in 2023. The total amount due Empire of approximately $1,405,000 is included in accounts payable on the Condensed Consolidated Balance Sheet at June 30,2024. The Company does not plan to appeal the arbitrator’s decision.

 

7

 

 

NOTE 5 – Investments

 

Accounting principles generally accepted in the United States of America establish a framework for measuring fair value.  That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements).  The three levels of the fair value hierarchy are described below:

 

Level 1 – Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.

 

Level 2 – Inputs to the valuation methodology include:

 

 

quoted prices for similar assets or liabilities in active markets;

 

 

quoted prices for identical or similar assets or liabilities in inactive markets;

 

 

inputs other than quoted prices that are observable for the asset or liability;

 

 

inputs that are derived principally from or corroborated by observable market data by correlation or by other means.

 

Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 

The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

 

The fair value measurements and levels within the fair value hierarchy of these measurements for the assets reported at fair value on a recurring basis are U.S. Treasury Notes and Bills in the amount of $3,463,218 within level 2.

 

The Company’s policy is to recognize transfers of investments into or out of Level 3 as of the date of the event or change in circumstances that caused the transfer. For the six months ended June 30, 2024 , there were no transfers of investments into or out of Level 3. There are no assets requiring the use of Level 3 inputs for the six months ended June 30, 2024.

 

 

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 this firm. During the six months ended June 30, 2024 and 2023, the Company was billed approximately $137,000 and $8,000, respectively, for legal services by Wachtel & Missry, LLP.

 

The Company was party to a management agreement with Empire Aviation, an entity owned by the children and grandchild of the Company’s former Chief Executive Officer and former member of our Company’s Board of Directors.

 

 

NOTE 7 – Subsequent Events

 

The Company has made an assessment of its operations and determined that there were no material subsequent events, other than the conclusion of the arbitration with Empire, further described above in Note 4, requiring adjustment to, or disclosure in, our condensed consolidated financial statements for the six months ended June 30, 2024.

 

8

 

 

Item 2 - Managements Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion should be read together with the accompanying unaudited condensed consolidated financial statements and related notes in this report. This Item 2 contains forward-looking statements that involve risks and uncertainties. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date of this report. Actual results may differ materially from those expressed or implied in such forward-looking statements. Factors which could cause actual results to differ materially are discussed throughout this report and include, but are not limited to, those set forth at the end of this Item 2 under the heading "Cautionary Statement Regarding Forward Looking Statements." Additional factors are under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

 

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

 

Overview

 

Saker Aviation Services, Inc. is a Nevada corporation. Our common stock, $0.03 par value per share (the “common stock”), is quoted on the OTCQB Marketplace (“OTCQB”) under the symbol “SKAS”. Through our subsidiary, we operate in the aviation services segment of the general aviation industry in which we serve as the operator of a heliport.

 

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

 

Our business activities are carried out as the operator of the Downtown Manhattan (New York) Heliport and until October 31, 2022 as a fixed base operator (“FBO”) and provider of aircraft maintenance and repair services (“MRO”) at the Garden City (Kansas) Regional Airport. On October 31, 2022, the Garden City facilities were sold and we no longer maintain an FBO or MRO at the Garden City (Kansas) Regional Airport.

 

Our business activities at the Downtown Manhattan 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 (“FFH”).

 

On April 28, 2023, the Company entered into a Temporary Use Authorization Agreement (the “Use Agreement”), effective as of May 1, 2023, with the City of New York acting by and through the New York City of Department of Small Business Services (“DSBS”). The Use Agreement had a term of one year. Pursuant to the terms of the Use Agreement, the Company was granted the exclusive right to operate as the fixed base operator for the Downtown Manhattan Heliport and collect all revenue derived from the Downtown Manhattan Heliport operations. In addition to terminations for an event of default, the Use Agreement could be terminated at any time by the Commissioner of the DSBS or suspended at any time by the NYCEDC. The Company was required under the Use Agreement to remit a monthly administrative fee to the NYCEDC in the amount of $5,000.

 

On July 13, 2023, the DSBS was granted approval by the Franchise and Concession Review Committee to enter into an Interim Concession Agreement (the “Interim Agreement”) with the Company to provide for the continued operation of the Downtown Manhattan Heliport. The Interim Agreement became effective upon registration with the Comptroller of the City of New York and commenced on December 12, 2023, the date set forth in a written notice to proceed received by the Company. The Interim Agreement provides for one (1) six-month term (the “Initial Period”), with two (2) six-month options to renew (the “Renewal Periods”). The Company is required to pay the greater of $1,036,811 or 30% of Gross Receipts during the Initial Term and the greater of $518,406 or 30% of Gross Receipts during both Renewal Periods.

 

On April 30, 2024, the Company received notice from DSBS of its exercise of the first of the two six-month renewal options extending the term of the Interim Concession Agreement through December 12, 2024. In addition to terminations for an event of default, the Interim Agreement can be terminated at any time by the Commissioner of the DSBS or suspended at any time by the NYCEDC. During the six months ended June 30, 2024 and 2023, we incurred approximately $1,211,000 and $0 in fees under the Interim Agreement, respectively, and $0 and $532,000 in fees under the Concession Agreement, respectively, which are recorded in the cost of revenue.

 

9

 

REVENUE AND OPERATING RESULTS

 

Comparison of Operations for the Three and Six Months Ended June 30, 2024 and June 30, 2023.

 

REVENUE

 

Revenue from operations increased by 8.8 percent to $2,623,118 for the three months ended June 30, 2024 as compared with corresponding prior-year period revenue of $2,411,676.

 

For the three months ended June 30, 2024, revenue from operations associated with the sale of jet fuel and related items decreased by 0.7 percent to approximately $601,000 as compared to approximately $605,000 in the three months ended June 30, 2023.

 

For the three months ended June 30, 2024, revenue from operations associated with services and supply items decreased by 1.5 percent to approximately $1,773,000 as compared to approximately $1,800,000 in the six months ended June 30, 2023.

 

For the three months ended June 30, 2024, all other revenue increased by 3,457 percent to approximately $249,000 as compared to approximately $7,000 in the six months ended June 30, 2023. This increase was attributable to an increase in non-aeronautical revenue, including revenue from advertising and photo shoots, compared to the same period last year.

 

Total revenue from continuing operations increased by 6.1 percent to $3,961,485 for the six months ended June 30, 2024 as compared with corresponding prior-year period revenue of $3,733,733.

 

For the six months ended June 30, 2024, revenue associated with the sale of jet fuel and related items decreased by 2.9 percent to approximately $917,000 as compared to approximately $944,000 in the six months ended June 30, 2023.

 

For the six months ended June 30, 2024, revenue associated with services and supply items increased by 0.5 percent to approximately $2,767,000 as compared to approximately $2,754,000 in the six months ended June 30, 2023.

 

For the six months ended June 30, 2024, all other revenue increased by 671.1 percent to approximately $278,000 as compared to approximately $36,000 in the six months ended June 30, 2023. This increase was attributable to an increase in non-aeronautical revenue, including revenue from advertising and photo shoots, compared to the same period last year.

 

COST OF REVENUE

 

Total cost of revenue increased by 93.0 percent to $1,231,384 in the three months ended June 30, 2024 as compared to $638,166 in the three months ended June 30, 2023. This increase was largely attributable to higher fees due under the Interim Agreement which became effective December 12, 2023. Total cost of revenue increased by 46.9 percent to $1,937,556 in the six months ended June 30, 2024 as compared to $1,319,172 in the six months ended June 30, 2023. The increase was largely attributable to higher fees due under the Interim Agreement which became effective December 12, 2023.

 

GROSS PROFIT

 

Total gross profit decreased by 21.5 percent to $1,391,734 in the three months ended June 30, 2024 as compared with $1,773,510 in the three months ended June 30, 2023. Gross margin was 53.1 percent in the three months ended June 30, 2024 as compared to 73.5 percent in the same period in the prior year. Gross profit and gross margin were negatively impacted by the item discussed above.

 

Total gross profit decreased by 16.2 percent to $2,023,929 in the six months ended June 30, 2024 as compared to $2,414,561 in the six months ended June 30, 2023. Gross margin decreased to 51.1 percent in the six months ended June 30, 2024 as compared to 64.7 percent in the same period in the prior year. Gross profit and gross margin were negatively impacted by the item discussed above.

 

10

 

OPERATING EXPENSE

 

Selling, General and Administrative

 

Total selling, general and administrative expenses, (“SG&A”), from operations were $496,020 in the three months ended June 30, 2024, representing a decrease of $313,416 or 38.7 percent, as compared to the same period in 2023.

 

SG&A from operations associated with our aviation services operation were approximately $356,000 in the three months ended June 30, 2024, representing a decrease of approximately $305,000, or 46.1 percent, as compared to the three months ended June 30, 2023. SG&A from operations associated with our aviation services operation, as a percentage of revenue, was 13.6 percent for the three months ended June 30, 2024, as compared with 27.4 percent in the corresponding prior year period. The decreased operating expenses, and expense as a percentage of revenue, were largely attributable to the termination of the Company’s management agreement with Empire Aviation on April 30, 2023.

 

SG&A from operations in the six months ended June 30, 2024 were approximately $668,000, representing a decrease of approximately $526,000 or 44.1 percent, as compared to the same period in 2023. The decrease in SG&A operating expenses for the six months ended June 30, 2024 was primarily attributable to the termination of the management agreement with Empire Aviation, effective April 30, 2023.

 

Corporate SG&A from operations was approximately $140,000 for the three months ended June 30, 2024, representing a decrease of approximately $8,000 as compared with the corresponding prior year period.

 

Corporate SG&A was approximately $259,000 for the six months ended June 30, 2024, representing a decrease of approximately $98,000 as compared with the corresponding prior year period. The decrease in Corporate SG&A was largely attributable to a decrease in services provided by various service providers.

 

OPERATING INCOME

 

Operating income from operations for the three months ended June 30, 2024 was $895,714 as compared to operating income of $964,074 in the three months ended June 30, 2023. The change on a year-over-year basis was largely attributable to an increase in fees paid to EDC in 2024 compared to 2023.

 

Operating income from operations for the six months ended June 30, 2024 was $1,096,776 as compared to operating income of $863,344 in the six months ended June 30, 2023. The change on a year-over-year basis was largely attributable to the termination of the Empire Agreement effective April 30, 2023.

 

Depreciation

 

Depreciation for the six months ended June 30, 2024 and 2023 was $7,758 and $8,433, respectively.

 

Interest Income

 

Interest income for the six months ended June 30, 2024 and 2023 was $184,185 and $63,354, respectively. The increase in interest income was attributable to the Company’s increase in cash invested with UBS.

 

Income Tax

 

Income tax expense for the six months ended June 30, 2024 and 2023 was $86,000 and $335,000, respectively. The decrease in income tax was lattributable to decreased net income in 2024 compared to 2023.

 

11

 

Net Income Per Share

 

Net income was $155,983 and $591,698 for the six months ended June 30, 2024 and 2023, respectively. The change on a year-over-year basis was largely attributed to the items discussed above.

 

Basic net income per share from operations for the six months ended June 30, 2024 and 2023 was $0.16 and $0.61, respectively. Diluted net income per share from operations for the six months ended June 30, 2024 and 2023 was $0.15 and $.59, respectively.

 

LIQUIDITY AND CAPITAL RESOURCES

 

As of June 30, 2024, we had cash and cash equivalents of $6,034,463 and a working capital surplus of $8,481,848. We generated revenue from operations of $3,961,485 and had net income of $155,983 for the six months ended June 30, 2024. For the six months ended June 30, 2024, cash flows included net income of $155,983, cash provided by operating activities of $9,600, and cash used in investing activities of $906,846.

 

On March 15, 2018, the Company entered into a loan agreement for a $1,000,000 revolving line of credit (the “Key Bank Revolver Note”) which, at the discretion of the Bank, provides for the Company to borrow up to $1,000,000 for working capital and general corporate purposes. On November 22, 2023, the Bank reduced the amount available under the Key Bank Revolver Note to $500,000. This revolving line of credit is a demand note with no stated maturity date. Borrowings under the Key Bank Revolver Note will bear interest at a rate per annum equal to Daily Simple SOFR plus 2.75%. The Company is required to make monthly payments of interest on any outstanding principal under the Key Bank Revolver Note and is required to pay the entire balance, including principal and all accrued and unpaid interest and fees, upon demand by the Bank. Any proceeds from the Key Bank Revolver Note would be secured by substantially all of the Company’s assets. There were no amounts due under the Key Bank Revolver Note at June 30, 2024 or 2023.

 

The Company has invested its excess working capital reserves in a high yield savings account and government backed securities with UBS Financial Services Inc. (“UBS”).

 

Cash from Operating Activities

 

For the six months ended June 30, 2024, net cash provided by operating activities was $9,600. This amount included an increase in operating cash related to net profit of $155,983 and additions for the following items: (i) depreciation and amortization, $7,758; (ii) stock-based compensation, $50,751; (iii) accounts receivable, trade, $40,626; (iv) customer deposits, $4,853; and (v) accounts payable, $912,569. These increases in operating activities were offset by (i) gain on sale of investments, $15,222; (ii) inventories, $7,597; (iii) prepaid expenses, $8,726; and (iii) accrued expenses, $1,131,395.

 

For the six months ended June 30, 2023, net cash provided by operating activities was $690,510. This amount included an increase in operating cash related to net income of $591,698 and additions for the following items: (i) depreciation and amortization, $8,433; (ii) stock-based compensation, $51,000; (iii) accounts receivable, trade, $41,846; (iv) inventory, $10,157; (v) prepaid expenses, $113,936; and (vi) accounts payable, $192,135. These increases in operating activities were offset by a decrease in accrued expenses of $318,695.

 

Cash from Investing Activities

 

For the six months ended June 30, 2024, cash used in investing activities was $906,846. This amount included purchases of investments of $1,485,675, proceeds from sale of investments of $581,000, and the purchase of property and equipment of $2,171. For the six months ended June 30, 2023, there was no cash used in, or provided by, investing activities.

 

 

CAUTIONARY STATEMENT FOR FORWARD-LOOKING STATEMENTS

 

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

 

12

 

 

our continued operation of the Downtown Manhattan Heliport pursuant to the Interim Concession Agreement;

 

the RFP process conducted by the NYCEDC for operation of the Downtown Manhattan Heliport; 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, 2023 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

 

As a smaller reporting company, we are not required to report the information required by this item.

 

Item 4 Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Management, including our President (principal financial officer) and Chief Executive Officer (principal executive officer), have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 and 15d-15(e)) 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 and our Chief Executive Officer concluded that the disclosure controls and procedures were effective, in all material respects, to ensure that information required to be disclosed in the reports filed and submitted by us under the Exchange Act, is (i) recorded, processed, summarized and reported as and when required, and (ii) is accumulated and communicated to our management, including our President and our Chief Executive Officer, as appropriate to allow timely decisions regarding required disclosure.

 

Changes in Internal Control 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.

 

13

 

 

 

PART II OTHER INFORMATION

 

 

Item-1 Legal Proceedings

 

Empire Aviation, LLC (“Empire”) and the Company were parties to a certain Management Agreement (the “Management Agreement”) effective November 1, 2008. The Management Agreement terminated on April 30, 2023. As previously disclosed in the Company’s 2023 Annual Report on Form 10-K, Note 10. Contingent Liabilities. Empire Aviation notified the Company that it believes additional fees (“Management Fees”) are due under the Management Agreement.

 

On March 14, 2024, the Company and Empire participated in an arbitration of this dispute. In their filing, Empire claimed that Saker failed to pay Empire certain Management Fees in various months throughout the term of the Management Agreement. Of this amount, approximately $350,000 had been accrued by the Company in 2023 and included in the Company’s Condensed Consolidated Statement of Operations in selling, general and administrative expenses and the Condensed Consolidated Balance Sheet in accounts payable. Saker asserted numerous defenses including, but not limited to, Empire waiving its rights to such fees by the parties’ course of conduct. Further, Saker asserted counterclaims against Empire.

 

On July 8, 2024, the Company was notified of the arbitrator's decision. The arbitrator found in favor of Empire in the amount of $1.4 million (the “Judgement Amount”), such amount representing approximately $1,036,000 in unpaid Management Fees due under the Management Agreement plus accrued interest of approximately $363,000. The Judgement Amount was immediately payable and accrued per diem interest of $511.08 for each day until it was paid in full. On July 10, 2024, the Company paid Empire the Judgement Amount including per diem interest through the date of payment. The Company recorded Litigation Expense of $1,054,200 at June 30, 2024, representing the difference between the Judgement Amount and the expense accrued by the company in 2023. The total amount due to Empire of approximately $1,405,000 is included in accounts payable on the Condensed Consolidated Balance Sheet at June 30,2024. The Company does not plan to appeal the arbitrator’s decision.

 

Item 6 - Exhibits

 

Exhibit No.

 

Description of Exhibit

     

31.1*

 

Rule 13a-14(a)/15d-14(a) Certification of acting principal executive officer *

     

31.2*

 

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

     

32.1*

 

Section 1350 Certification *

     

 101.INS*

 

Inline XBRL Instance Document

     

101.SCH*

 

Inline XBRL Taxonomy Extension Schema Document

     

101.CAL*

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

     

101.DEF*

 

Inline XBRL Taxonomy Extension Linkbase Document

     

101.LAB*

 

Inline XBRL Taxonomy Extension Label Linkbase Document

     

101.PRE*

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document

     
104   Cover Page Interactive Data File (Formatted as Inline XBRL and contained in Exhibit 101)

 

* Filed herewith

 

14

 

 

SIGNATURES

 

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

 

     
 

Saker Aviation Services, Inc.


 

 
 

Date: August 14, 2024

By:  

/s/ Samuel Goldstein   

 

Samuel Goldstein

 

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

 

15

EXHIBIT 31.1

 

Certification of Chief Executive Officer

(principal executive officer)

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

 

 

I, Samuel Goldstein, certify that:

 

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

 

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

 

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

 

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

 

 

(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: August 14, 2024  
   
By:  /s/ Samuel Goldstein  
Samuel Goldstein  
Chief Executive Officer (principal executive officer)  

 

 

EXHIBIT 31.2

 

Certification of President

(principal financial officer)

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

 

I, Samuel Goldstein, certify that:

 

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

 

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

 

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

 

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

 

 

(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: August 14, 2024  
   
By:  /s/ Samuel Goldstein  
Samuel Goldstein  
President (principal financial officer)  

 

 

EXHIBIT 32.1

 

Section 1350 Certification

 

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

 

1.

The Quarterly Report on Form 10-Q for the period ended June 30, 2024 (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; 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:

August 14, 2024

 

By:

/s/ Samuel Goldstein     

     

Samuel Goldstein

     

Chief Executive Officer

(principal executive officer)

Date:

August 14, 2024

 

By:

/s/ Samuel Goldstein     

     

Samuel Goldstein

     

President

(principal financial officer)

 

 
v3.24.2.u1
Document And Entity Information - shares
6 Months Ended
Jun. 30, 2024
Aug. 14, 2024
Document Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2024  
Document Transition Report false  
Entity File Number 000-52593  
Entity Registrant Name SAKER AVIATION SERVICES, INC.  
Entity Incorporation, State or Country Code NV  
Entity Tax Identification Number 87-0617649  
Entity Address, Address Line One 20 South Street, Pier 6 East River  
Entity Address, City or Town New York  
Entity Address, State or Province NY  
Entity Address, Postal Zip Code 10004  
City Area Code 212  
Local Phone Number 776-4046  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding (in shares)   989,994
Entity Central Index Key 0001128281  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q2  
Amendment Flag false  
v3.24.2.u1
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
CURRENT ASSETS    
Cash and cash equivalents $ 6,034,463 $ 6,931,709
Investments 3,463,218 2,543,321
Accounts receivable, trade 253,895 294,521
Inventories 8,739 1,142
Income tax receivable 0 44,899
Prepaid expenses 799,231 745,606
Total current assets 10,559,546 10,561,198
PROPERTY AND EQUIPMENT, net of accumulated depreciation and amortization of $3,135,634 and $3,127,876, respectively 43,853 49,440
TOTAL ASSETS 10,603,399 10,610,638
CURRENT LIABILITIES    
Accounts payable 1,617,702 705,133
Customer deposits 258,299 253,446
Accrued expenses 201,697 1,333,092
Total current liabilities 2,077,698 2,291,671
TOTAL LIABILITIES 2,077,698 2,291,671
STOCKHOLDERS’ EQUITY    
Common stock - $0.03 par value; authorized 3,333,334;989,994 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively 29,700 29,577
Additional paid-in capital 19,953,133 19,902,505
Accumulated deficit (11,457,132) (11,613,115)
TOTAL STOCKHOLDERS’ EQUITY 8,525,701 8,318,967
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 10,603,399 $ 10,610,638
v3.24.2.u1
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment, Ending Balance $ 3,135,634 $ 3,127,876
Preferred Stock, Par or Stated Value Per Share (in dollars per share) $ 0.03 $ 0.03
Preferred Stock, Shares Authorized (in shares) 333,306 333,306
Preferred Stock, Shares Issued (in shares) 0 0
Preferred Stock, Shares Outstanding (in shares) 0 0
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) 989,994 989,994
Common Stock, Shares, Outstanding (in shares) 989,994 989,994
v3.24.2.u1
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
REVENUE $ 2,623,118 $ 2,411,676 $ 3,961,485 $ 3,733,733
COST OF REVENUE 1,231,384 638,166 1,937,556 1,319,172
GROSS PROFIT 1,391,734 1,773,510 2,023,929 2,414,561
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 496,020 809,436 927,153 1,551,217
OPERATING INCOME 895,714 964,074 1,096,776 863,344
OTHER (EXPENSE) INCOME        
LITIGATION EXPENSE (1,054,200) 0 (1,054,200) 0
GAIN ON SALE OF INVESTMENTS 15,222 0 15,222 0
INTEREST INCOME 92,957 63,354 184,185 63,354
TOTAL OTHER (EXPENSE) INCOME (946,021) 63,354 (854,793) 63,354
(LOSS) INCOME BEFORE INCOME TAX (50,307) 1,027,428 241,983 926,698
INCOME TAX EXPENSE 19,000 335,000 86,000 335,000
NET (LOSS) INCOME $ (31,307) $ 692,428 $ 155,983 $ 591,698
Basic Net (Loss) Income Per Common Share (in dollars per share) $ (0.03) $ 0.71 $ 0.16 $ 0.61
Diluted Net (Loss) Income Per Common Share (in dollars per share) $ (0.03) $ 0.7 $ 0.15 $ 0.59
Weighted Average Number of Common Shares – Basic (in shares) 989,633 976,330 987,761 976,330
Weighted Average Number of Common Shares - Diluted (in shares) 1,024,757 994,343 1,019,413 994,616
v3.24.2.u1
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
BALANCE $ 29,290 $ 19,812,794 $ (14,059,559) $ 5,782,525
BALANCE (in shares) at Dec. 31, 2022 976,330      
BALANCE at Dec. 31, 2022 $ 29,290 19,812,794 (14,059,559) 5,782,525
Amortization of stock based compensation   25,500   25,500
Net income (loss)     (100,730) (100,730)
BALANCE (in shares) at Mar. 31, 2023 976,330      
BALANCE at Mar. 31, 2023 $ 29,290 19,838,294 (14,160,289) 5,707,295
BALANCE (in shares) at Dec. 31, 2022 976,330      
BALANCE at Dec. 31, 2022 $ 29,290 19,812,794 (14,059,559) 5,782,525
Net income (loss)       591,698
BALANCE (in shares) at Jun. 30, 2023 976,330      
BALANCE at Jun. 30, 2023 $ 29,290 19,863,794 (13,467,861) 6,425,223
BALANCE $ 29,290 19,838,294 (14,160,289) 5,707,295
BALANCE (in shares) at Mar. 31, 2023 976,330      
BALANCE at Mar. 31, 2023 $ 29,290 19,838,294 (14,160,289) 5,707,295
Net income (loss)     692,428 692,428
BALANCE (in shares) at Jun. 30, 2023 976,330      
BALANCE at Jun. 30, 2023 $ 29,290 19,863,794 (13,467,861) 6,425,223
BALANCE 29,290 19,863,794 (13,467,861) 6,425,223
BALANCE $ 29,577 19,902,505 (11,613,115) 8,318,967
BALANCE (in shares) at Dec. 31, 2023 985,888      
BALANCE at Dec. 31, 2023 $ 29,577 19,902,505 (11,613,115) 8,318,967
Amortization of stock based compensation   25,420   25,420
Net income (loss)     187,290 187,290
BALANCE (in shares) at Mar. 31, 2024 985,888      
BALANCE at Mar. 31, 2024 $ 29,577 19,927,925 (11,425,825) 8,531,677
BALANCE (in shares) at Dec. 31, 2023 985,888      
BALANCE at Dec. 31, 2023 $ 29,577 19,902,505 (11,613,115) 8,318,967
Net income (loss)       155,983
BALANCE (in shares) at Jun. 30, 2024 989,994      
BALANCE at Jun. 30, 2024 $ 29,700 19,953,133 (11,457,132) 8,525,701
BALANCE $ 29,577 19,927,925 (11,425,825) 8,531,677
BALANCE (in shares) at Mar. 31, 2024 985,888      
BALANCE at Mar. 31, 2024 $ 29,577 19,927,925 (11,425,825) 8,531,677
Amortization of stock based compensation   25,331   25,331
Net income (loss)     (31,307) (31,307)
Exercise of stock options (in shares) 4,106      
Exercise of stock options $ 123 (123)   0
BALANCE (in shares) at Jun. 30, 2024 989,994      
BALANCE at Jun. 30, 2024 $ 29,700 19,953,133 (11,457,132) 8,525,701
BALANCE $ 29,700 $ 19,953,133 $ (11,457,132) $ 8,525,701
v3.24.2.u1
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES    
Net income $ 155,983 $ 591,698
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 7,758 8,433
Gain in sale of investments (15,222) 0
Stock based compensation 50,751 51,000
Changes in operating assets and liabilities:    
Accounts receivable 40,626 41,846
Inventories (7,597) 10,157
Prepaid expenses (8,726) 113,936
Customer deposits 4,853 0
Accounts payable 912,569 192,135
Accrued expenses (1,131,395) (318,695)
TOTAL ADJUSTMENTS (146,383) 98,812
NET CASH PROVIDED BY OPERATING ACTIVITIES 9,600 690,510
CASH FLOWS FROM INVESTING ACTIVITIES    
Purchase of investments (1,485,675) 0
Proceeds from sale of investments 581,000 0
Purchase of property and equipment (2,171) 0
NET CASH USED IN INVESTING ACTIVITIES (906,846) 0
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH (897,246) 690,510
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH – Beginning 6,931,709 5,977,157
CASH AND CASH EQUIVALENTS – Ending 6,034,463 6,667,667
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:    
Cash paid during the periods for income taxes $ 1,430,313 $ 637,513
v3.24.2.u1
Note 1 - Basis of Presentation
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Basis of Accounting [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, 2023.

 

The condensed consolidated balance sheet as of June 30, 2024 and the condensed consolidated statements of operations and cash flows for the three and six months ended June 30, 2024 and 2023 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, 2024 and its results of operations, stockholders’ equity, and cash flows for the three and six months ended June 30, 2024 not misleading. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for any full year or any other interim period.

v3.24.2.u1
Note 2 - Liquidity and Material Agreements
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Going Concern Disclosure [Text Block]

NOTE 2 – Liquidity and Material Agreements

 

As of June 30, 2024, we had cash and cash equivalents of $6,034,463 and a working capital surplus of $8,481,848. We generated revenue from operations of $3,961,485 and had net income of $155,983 for the six months ended June 30, 2024. For the six months ended June 30, 2024, cash flows included net income of $155,983, cash provided by operating activities of $9,600, and cash used in investing activities of $906,846.

 

On March 15, 2018, the Company entered into a loan agreement for a $1,000,000 revolving line of credit (the “Key Bank Revolver Note”) which, at the discretion of the Bank, provides for the Company to borrow up to $1,000,000 for working capital and general corporate purposes. On November 22, 2023, the Bank reduced the amount available under the Key Bank Revolver Note to $500,000. This revolving line of credit is a demand note with no stated maturity date. Borrowings under the Key Bank Revolver Note will bear interest at a rate per annum equal to Daily Simple SOFR plus 2.75%. The Company is required to make monthly payments of interest on any outstanding principal under the Key Bank Revolver Note and is required to pay the entire balance, including principal and all accrued and unpaid interest and fees, upon demand by the Bank. Any proceeds from the Key Bank Revolver Note would be secured by substantially all of the Company’s assets. There were no amounts due under the Key Bank Revolver Note at June 30, 2024 or 2023.

 

The Company has invested its excess working capital reserves in a high yield savings account and government backed securities with UBS Financial Services Inc. (“UBS”).

 

The Company was 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 was required to 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.

 

On February 5, 2016, the Company and the New York City Economic Development Corporation (the “NYCEDC”) announced new measures to reduce helicopter noise and impacts across New York City (the “Air Tour Agreement”). Under the Air Tour Agreement, the Company has not been allowed to permit its tenant operators to conduct tourist flights from the Downtown Manhattan Heliport on Sundays since April 1, 2016. The Company was also required to ensure that its tenant operators reduce the total allowable number of tourist flights from 2015 levels by 20 percent beginning June 1, 2016, by 40 percent beginning October 1, 2016 and by 50 percent beginning January 1, 2017. The Air Tour Agreement also provided for the minimum annual guarantee payments the Company is required to pay to the City of New York under the Concession Agreement.

 

 

Additionally, since June 1, 2016, the Company has been required to provide monthly written reports to the NYCEDC and the New York City Council detailing the number of tourist flights conducted out of the Downtown Manhattan Heliport compared to 2015 levels, as well as information on any tour flight that flies over land and/or strays from agreed upon routes. The Air Tour Agreement also extended the Concession Agreement for 30 months, resulting in a new expiration date of April 30, 2021 and gave the City of New York two one-year options to extend the term of the Concession Agreement. The term of the Concession Agreement was subsequently extended by the City through April 30, 2023 by the City’s exercise of both one-year option renewals and expired on that date.

 

The Company was party to a management agreement with Empire Aviation (“Empire”). The management agreement expired April 30, 2023. The Company’s internal management team and heliport employees have taken over all duties relating to the management of the heliport. The Company incurred management fees with Empire of approximately $448,000 during the six months ended June 30, 2023. Empire had notified the Company that it believed additional fees were due under the management agreement. Please see Note 4. Litigation.

 

On April 28, 2023, the Company entered into a Temporary Use Authorization Agreement (the “Use Agreement”), effective as of May 1, 2023, with the City of New York acting by and through the New York City of Department of Small Business Services (“DSBS”). The Use Agreement had a term of one year. Pursuant to the terms of the Use Agreement, the Company was granted the exclusive right to operate as the fixed base operator for the Downtown Manhattan Heliport and collect all revenue derived from the Downtown Manhattan Heliport operations. In addition to terminations for an event of default, the Use Agreement could be terminated at any time by the Commissioner of the DSBS or suspended at any time by the NYCEDC. The Company was required under the Use Agreement to remit a monthly administrative fee to the NYCEDC in the amount of $5,000.

 

On July 13, 2023, the DSBS was granted approval by the Franchise and Concession Review Committee to enter into an Interim Concession Agreement (the “Interim Agreement”) with the Company to provide for the continued operation of the Downtown Manhattan Heliport. The Interim Agreement became effective upon registration with the Comptroller of the City of New York and commenced on December 12, 2023, the date set forth in a written notice to proceed received by the Company. The Interim Agreement provides for one (1) six-month term (the “Initial Period”), with two (2) six-month options to renew (the “Renewal Periods”). The Company is required to pay the greater of $1,036,811 or 30% of Gross Receipts during the Initial Term and the greater of $518,406 or 30% of Gross Receipts during both Renewal Periods.

 

On April 30, 2024, the Company received notice from DSBS of its exercise of the first of the two six-month renewal options extending the term of the Interim Concession Agreement through December 12, 2024. In addition to terminations for an event of default, the Interim Agreement can be terminated at any time by the Commissioner of the DSBS or suspended at any time by the NYCEDC. During the six months ended June 30, 2024 and 2023, we incurred approximately $1,211,000 and $0 in fees under the Interim Agreement, respectively, and $0 and $532,000 in fees under the Concession Agreement, respectively, which are recorded in the cost of revenue.

 

On November 13, 2023, the DBS and NYCEDC released the new Request for Proposals (“RFP”). The initial due date for submissions was January 12, 2024, with the due date being subsequently extended to February 12, 2024. The Company submitted a timely proposal in compliance with the terms of the RFP. The Interim Agreement will govern the Company’s operation of the Downtown Manhattan Heliport until the RFP process is concluded and an operator selected unless terminated earlier pursuant to its terms.

v3.24.2.u1
Note 3 - Summary of Significant Accounting Policies
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Significant Accounting Policies [Text Block]

NOTE 3 - Summary of Significant Accounting Policies

 

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, FirstFlight Heliports, LLC. All significant inter-company accounts and transactions have been eliminated in consolidation.

 

Cash and cash equivalents

The Company maintains its cash with various financial institutions which often exceeds federally insured limits. The Company has not experienced any losses from maintaining cash accounts in excess of federally insured limits. As part of its cash management process, the Company periodically reviews the relative credit standing of these financial institutions. The Company considers all highly liquid investments with an original maturity at time of acquisition of three months or less to be cash equivalents.

 

 

Net Income (Loss) Per Common Share

Net income was $155,983 and $591,698 for the six months ended June 30, 2024 and 2023, respectively. Net income (loss) was $(31,307) and $692,428 for the three months ended June 30, 2024 and 2023, respectively. Basic net income (loss) per share applicable to common stockholders is computed based on the weighted average number of shares of the Company’s common stock outstanding during the periods presented. Diluted net (loss) 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

June 30,

   

For the Six Months Ended

June 30,

 
   

2024

   

2023

   

2024

   

2023

 

Weighted average common shares outstanding, basic

    989,633       976,330       987,761       976,330  

Common shares upon exercise of options and warrants

    35,124       18,013       31,652       18,286  

Weighted average common shares outstanding, diluted

    1,024,757       994,343       1,019,413       994,616  

 

 

Stock-Based Compensation

Stock-based compensation expense for all stock-based payment awards are based on the estimated grant-date fair value. The Company recognizes these compensation costs over the requisite service period of the award, which is generally the option vesting term. For the six months ended June 30, 2024 and 2023, the Company incurred stock-based compensation of $50,751 and $51,000, 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, 2024, the unamortized fair value of the options totaled $50,929 and the weighted average remaining amortization period of the options ranging from one to five years.

 

Option valuation models require the input of highly subjective assumptions, including the expected life of the option. Because the Company's employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options.

v3.24.2.u1
Note 4 - Litigation
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Legal Matters and Contingencies [Text Block]

NOTE 4 – Litigation

 

Empire Aviation, LLC (“Empire”) and the Company were parties to a certain Management Agreement (the “Management Agreement”) effective November 1, 2008. The Management Agreement terminated on April 30, 2023. As previously disclosed in the Company’s 2023 Annual Report on Form 10-K, Note 10. Contingent Liabilities. Empire Aviation notified the Company that it believes additional fees (“Management Fees”) are due under the Management Agreement.

 

On March 14, 2024, the Company and Empire participated in an arbitration of this dispute. In their filing, Empire claimed that Saker failed to pay Empire certain Management Fees in various months throughout the term of the Management Agreement. Of this amount, approximately $350,000 had been accrued by the Company in 2023 and included in the Company’s Condensed Consolidated Statement of Operations in selling, general and administrative expenses and the Condensed Consolidated Balance Sheet in accounts payable. Saker asserted numerous defenses including, but not limited to, Empire waiving its rights to such fees by the parties’ course of conduct. Further, Saker asserted counterclaims against Empire.

 

On July 8, 2024, the Company was notified of the arbitrator's decision. The arbitrator found in favor of Empire in the amount of $1.4 million (the “Judgement Amount”), such amount representing approximately $1,036,000 in unpaid Management Fees due under the Management Agreement plus accrued interest of approximately $363,000. The Judgement Amount was immediately payable and accrued per diem interest of $511.08 for each day until it was paid in full. On July 10, 2024, the Company paid Empire the Judgement Amount including per diem interest through the date of payment. The Company recorded Litigation Expense of $1,054,200 at June 30, 2024, representing the difference between the Judgement Amount and the expense accrued by the company in 2023. The total amount due Empire of approximately $1,405,000 is included in accounts payable on the Condensed Consolidated Balance Sheet at June 30,2024. The Company does not plan to appeal the arbitrator’s decision.

 

 

v3.24.2.u1
Note 5 - Investments
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Fair Value Disclosures [Text Block]

NOTE 5 – Investments

 

Accounting principles generally accepted in the United States of America establish a framework for measuring fair value.  That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements).  The three levels of the fair value hierarchy are described below:

 

Level 1 – Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.

 

Level 2 – Inputs to the valuation methodology include:

 

 

quoted prices for similar assets or liabilities in active markets;

 

 

quoted prices for identical or similar assets or liabilities in inactive markets;

 

 

inputs other than quoted prices that are observable for the asset or liability;

 

 

inputs that are derived principally from or corroborated by observable market data by correlation or by other means.

 

Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 

The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

 

The fair value measurements and levels within the fair value hierarchy of these measurements for the assets reported at fair value on a recurring basis are U.S. Treasury Notes and Bills in the amount of $3,463,218 within level 2.

 

The Company’s policy is to recognize transfers of investments into or out of Level 3 as of the date of the event or change in circumstances that caused the transfer. For the six months ended June 30, 2024 , there were no transfers of investments into or out of Level 3. There are no assets requiring the use of Level 3 inputs for the six months ended June 30, 2024.

v3.24.2.u1
Note 6 - Related Parties
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Related Party Transactions Disclosure [Text Block]

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 this firm. During the six months ended June 30, 2024 and 2023, the Company was billed approximately $137,000 and $8,000, respectively, for legal services by Wachtel & Missry, LLP.

 

The Company was party to a management agreement with Empire Aviation, an entity owned by the children and grandchild of the Company’s former Chief Executive Officer and former member of our Company’s Board of Directors.

v3.24.2.u1
Note 7 - Subsequent Events
6 Months Ended
Jun. 30, 2024
Notes to Financial Statements  
Subsequent Events [Text Block]

NOTE 7 – Subsequent Events

 

The Company has made an assessment of its operations and determined that there were no material subsequent events, other than the conclusion of the arbitration with Empire, further described above in Note 4, requiring adjustment to, or disclosure in, our condensed consolidated financial statements for the six months ended June 30, 2024.

 

 

v3.24.2.u1
Insider Trading Arrangements
6 Months Ended
Jun. 30, 2024
Insider Trading Arr Line Items  
Material Terms of Trading Arrangement [Text Block]

PART II OTHER INFORMATION

Rule 10b5-1 Arrangement Adopted [Flag] false
Non-Rule 10b5-1 Arrangement Adopted [Flag] false
Rule 10b5-1 Arrangement Terminated [Flag] false
Non-Rule 10b5-1 Arrangement Terminated [Flag] false
v3.24.2.u1
Note 3 - Summary of Significant Accounting Policies (Tables)
6 Months Ended
Jun. 30, 2024
Notes Tables  
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]
   

For the Three Months Ended

June 30,

   

For the Six Months Ended

June 30,

 
   

2024

   

2023

   

2024

   

2023

 

Weighted average common shares outstanding, basic

    989,633       976,330       987,761       976,330  

Common shares upon exercise of options and warrants

    35,124       18,013       31,652       18,286  

Weighted average common shares outstanding, diluted

    1,024,757       994,343       1,019,413       994,616  
v3.24.2.u1
Note 2 - Liquidity and Material Agreements (Details Textual)
3 Months Ended 6 Months Ended 12 Months Ended
Jul. 13, 2023
USD ($)
Apr. 28, 2023
USD ($)
Mar. 15, 2018
USD ($)
Nov. 01, 2008
USD ($)
Jun. 30, 2024
USD ($)
Mar. 31, 2024
USD ($)
Jun. 30, 2023
USD ($)
Mar. 31, 2023
USD ($)
Jun. 30, 2024
USD ($)
Jun. 30, 2023
USD ($)
Dec. 31, 2015
Dec. 31, 2023
USD ($)
Nov. 22, 2023
USD ($)
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents         $ 6,034,463       $ 6,034,463     $ 6,931,709  
Working Capital         8,481,848       8,481,848        
Revenue from Contract with Customer, Including Assessed Tax         2,623,118   $ 2,411,676   3,961,485 $ 3,733,733      
Net income         (31,307) $ 187,290 692,428 $ (100,730) 155,983 591,698      
Net Cash Provided by (Used in) Operating Activities                 9,600 690,510      
Net Cash Provided by (Used in) Investing Activities                 (906,846) 0      
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]     us-gaap:SecuredOvernightFinancingRateSofrMember                    
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                   448,000      
Interim Agreement, Initial Term 6 months                        
Interim Agreement, Renewal Period 6 months                        
Amount Of Gross Receipts During Initial Term $ 1,036,811                        
Percentage Of Gross Receipts During Initial Term 30.00%                        
Amount Of Gross Receipts During Both Renewal Periods $ 518,406                        
Percentage Amount of Gross Receipts During Both Renewal Periods 30.00%                        
Concession Agreement [Member]                          
Percentage Payable Greater than Gross Receipts During Period       18.00%                  
Amount of Gross Receipts During Period       $ 5,000,000         5,000,000        
Percentage Payable Greater than Gross Receipts in Year One       25.00%                  
Line of Credit Facility, Payment Term (Month)                     30 months    
Line of Credit Facility, Number of Options to Extend Agreement                     2    
Concession Fees                 0 532,000      
Temporary Use Authorization Agreement [Member]                          
Monthly Administrative Fee   $ 5,000                      
Interim Agreement [Member]                          
Concession Fees                 1,211,000 0      
Key Bank National Association [Member] | Term Loan [Member]                          
Long-Term Debt, Current Maturities, Total         $ 0   $ 0   $ 0 $ 0      
Working Capital Line of Credit [Member] | Key Bank National Association [Member]                          
Line of Credit Facility, Maximum Borrowing Capacity     $ 1,000,000                   $ 500,000
Acquisition Line of Credit [Member] | Key Bank National Association [Member]                          
Debt Instrument, Basis Spread on Variable Rate     2.75%                    
v3.24.2.u1
Note 3 - Summary of Significant Accounting Policies (Details Textual) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Net income $ (31,307) $ 187,290 $ 692,428 $ (100,730) $ 155,983 $ 591,698
Net Income (Loss) Attributable to Parent $ 31,307 $ (187,290) $ (692,428) $ 100,730 (155,983) (591,698)
Share-Based Payment Arrangement, Noncash Expense         50,751 $ 51,000
Shares Based Compensation, Stock Options Unamortized Fair Value         $ 50,929  
Minimum [Member]            
Share-based Compensation, Weighted Average Remaining Amortization Period         1 year  
Maximum [Member]            
Share-based Compensation, Weighted Average Remaining Amortization Period         5 years  
v3.24.2.u1
Note 3 - Summary of Significant Accounting Policies - Computation of Basic Net Income Per Share (Details) - shares
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Weighted average common shares outstanding, basic (in shares) 989,633 976,330 987,761 976,330
Common shares upon exercise of options and warrants (in shares) 35,124 18,013 31,652 18,286
Weighted average common shares outstanding, diluted (in shares) 1,024,757 994,343 1,019,413 994,616
v3.24.2.u1
Note 4 - Litigation (Details Textual)
3 Months Ended 6 Months Ended
Jul. 08, 2024
USD ($)
Jun. 30, 2024
USD ($)
Jun. 30, 2023
USD ($)
Jun. 30, 2024
USD ($)
Jun. 30, 2023
USD ($)
Dec. 31, 2023
USD ($)
Gain (Loss) from Litigation Settlement   $ (1,054,200) $ 0 $ (1,054,200) $ 0  
Arbitration With Empire Aviation, LLC [Member]            
Loss Contingency Accrual           $ 350,000
Litigation Settlement, Amount Awarded to Other Party       1,405,000    
Gain (Loss) from Litigation Settlement       $ (1,054,200)    
Arbitration With Empire Aviation, LLC [Member] | Subsequent Event [Member]            
Litigation Settlement, Amount Awarded to Other Party $ 1,400,000          
Loss Contingency, Damages Awarded, Value 1,036,000          
Loss Contingency, Damages Awarded, Value, Accrued Interest $ 363,000          
Loss Contingency, Damages Sought, Value, Per Diem Interest 511.08          
v3.24.2.u1
Note 5 - Investments (Details Textual)
Jun. 30, 2024
USD ($)
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member]  
Assets, Fair Value Disclosure $ 3,463,218
v3.24.2.u1
Note 6 - Related Parties (Details Textual) - USD ($)
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Wachtel & Missry, LLP. [Member]    
Legal Fees $ 137,000 $ 8,000

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