10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For The Quarterly Period Ended June 30, 2023

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, 2023, the registrant had 976,330 shares of its common stock, $0.03 par value, issued and outstanding.

i

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

Form 10-Q

June 30, 2023

Index

PART I - FINANCIAL INFORMATION
	ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS		Page
		Balance Sheets as of June 30, 2023 (unaudited) and December 31, 2022	1
		Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022 (unaudited)	2
		Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2023 and 2022 (unaudited)	3
		Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022 (unaudited)	4
		Notes to Financial Statements (unaudited)	5
	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		8
	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		14
	ITEM 4. CONTROLS AND PROCEDURES		15
PART II - OTHER INFORMATION
	ITEM 1-A. RISK FACTORS		16
	ITEM 6. EXHIBITS		17
SIGNATURES			18

ii

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2023			December 31, 2022
	(unaudited)
ASSETS
CURRENT ASSETS
Cash and restricted cash	$	6,667,667		$	5,977,157
Accounts receivable		202,697			244,543
Non-Compete receivable		160,000			160,000
Inventories		3,394			13,551
Income tax receivable		119,899			119,899
Prepaid expenses		240,977			354,913
Total current assets		7,394,634			6,870,063
PROPERTY AND EQUIPMENT, net of accumulated depreciation and amortization of $3,119,895 and $3,111,462 respectively		34,429			42,862
TOTAL ASSETS	$	7,429,063		$	6,912,925
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	520,640		$	328,505
Customer deposits		204,633			204,633
Accrued expenses		278,567			597,262
Total current liabilities		1,003,840			1,130,400
TOTAL LIABILITIES		1,003,840			1,130,400
STOCKHOLDERS’ EQUITY
Preferred stock - $0.03 par value; authorized 333,306; none issued and outstanding
Common stock - $0.03 par value; authorized 3,333,334; 976,330 shares issued and outstanding at June 30, 2023 and December 31, 2022		29,290			29,290
Additional paid-in capital		19,863,794			19,812,794
Accumulated deficit		(13,467,861	)		(14,059,559	)
TOTAL STOCKHOLDERS’ EQUITY		6,425,223			5,782,525
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	7,429,063		$	6,912,925

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,
	2023		2022		2023		2022
REVENUE	$	2,411,676	$	2,340,135	$	3,733,733	$	3,142,544
COST OF REVENUE		638,166		865,313		1,319,172		1,274,176
GROSS PROFIT		1,773,510		1,474,822		2,414,561		1,868,368
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		809,436		1,181,975		1,551,217		1,723,325
OPERATING INCOME		964,074		292,847		863,344		145,043
OTHER INCOME
BAD DEBT RECOVERY		0		25,000		0		125,000
LIFE INSURANCE PROCEEDS		0		500,000		0		500,000
INTEREST INCOME		63,354		0		63,354		0
TOTAL OTHER INCOME		63,354		525,000		63,354		625,000
INCOME BEFORE INCOME TAX		1,027,428		817,847		926,698		770,043
INCOME TAX EXPENSE		335,000		99,000		335,000		99,000
INCOME FROM CONTINUING OPERATIONS		692,428		718,847		591,698		671,043
INCOME FROM DISCONTINUED OPERATIONS		0		3,195		0		19,847
NET INCOME	$	692,428	$	722,042	$	591,698	$	690,890
Basic Net Income Per Common Share	$	0.71	$	0.74	$	0.61	$	0.71
Diluted Net Income Per Common Share	$	0.70	$	0.73	$	0.59	$	0.70
Weighted Average Number of Common Shares – Basic		976,330		976,330		976,330		975,761
Weighted Average Number of Common Shares - Diluted		994,343		993,470		994,616		987,595

See accompanying notes to condensed consolidated financial statements.

2

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

STATEMENTS OF CONDENSED CONSOLIDATED STOCKHOLDERS' EQUITY

(UNAUDITED)

					Additional						Total
	Common Stock				Paid-in			Accumulated			Stockholders’
	Shares		Amount		Capital			Deficit			Equity
BALANCE – January 1, 2022		975,074	$	29,252	$	19,740,837		$	(15,306,180	)	$	4,463,909
Issuance of additional Common Stock in connection with cashless exercise of options		1,256		38		(38	)					0
Amortization of stock based compensation						11,499						11,499
Net loss									(31,152	)		(31,152	)
BALANCE – March 31, 2022		976,330	$	29,290	$	19,752,298		$	(15,337,332	)	$	4,444,256
Amortization of stock based compensation						11,499						11,499
Net income									722,042			722,042
BALANCE – June 30, 2022		976,330	$	29,290	$	19,763,797		$	(14,615,290	)	$	5,177,797
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
Amortization of stock based compensation						25,500						25,500
Net income									692,428			692,428
BALANCE – June 30, 2023		976,330	$	29,290	$	19,863,794		$	(13,467,861	)	$	6,425,223

See accompanying notes to condensed consolidated financial statements

3

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six Months Ended June 30,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	591,698		$	690,890
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		8,433			66,256
Stock based compensation		51,000			22,998
Changes in operating assets and liabilities:
Accounts receivable, trade		41,846			(166,999	)
Inventories		10,157			(80,477	)
Income tax receivable		0			573,678
Prepaid expenses		113,936			222,420
Customer deposits		0			74,079
Accounts payable		192,135			268,780
Accrued expenses		(318,695	)		(73,153	)
TOTAL ADJUSTMENTS		98,812			907,582
NET CASH PROVIDED BY OPERATING ACTIVITIES		690,510			1,598,472
CASH FLOWS FROM INVESTING ACTIVITIES
Life insurance receivable		0			(500,000	)
Purchase of property and equipment		0			(1,644	)
NET CASH USED IN INVESTING ACTIVITIES		0			(501,644	)
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of right of use leases payable		0			(22,541	)
Repayment of notes payable		0			(6,609	)
NET CASH USED IN FINANCING ACTIVITIES		0			(29,150	)
NET CHANGE IN CASH AND RESTRICTED CASH		690,510			1,067,678
CASH AND RESTRICTED CASH – Beginning		5,977,157			2,446,906
CASH AND RESTRICTED CASH – Ending	$	6,667,667		$	3,514,584
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the periods for:
Interest	$	0		$	11,776
Income taxes	$	637,513		$	162,100

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 subsidiary 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, 2022.

The condensed consolidated balance sheet as of June 30, 2023 and the condensed consolidated statements of operations and cash flows for the three and six months ended June 30, 2023 and 2022 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, 2023 and its results of operations, stockholders’ equity, and cash flows for the three and six months ended June 30, 2023 not misleading. The results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for any full year or any other interim period.

The COVID-19 pandemic has impacted the global and United States economies. Federal, state, and local governments implemented certain travel restrictions, “stay-at-home” orders, and social distancing initiatives which negatively impacted our operations and those of our customers. As a result of the COVID-19 pandemic, on March 17, 2020 all sightseeing tour operations at the Downtown Manhattan Heliport ceased. On July 20, 2020, New York City started Phase 4 of the city’s reopening. Sightseeing tour operators at the heliport restarted operations under this phase.

For the period July 20, 2020 through March 31, 2022, sightseeing tour operators experienced much lower demand for tours as compared to pre-pandemic levels of activity. Beginning in April 2022, sightseeing tour operators have seen an increase in activity and a much higher demand for tours. This increased activity and demand continued throughout 2022 and through June 30, 2023.

NOTE 2 – Liquidity and Material Agreements

As of June 30, 2023, we had cash of $6,667,667 and a working capital surplus of $6,390,794. We generated revenue from continuing operations of $3,733,733 and had net income of $591,698 for the six months ended June 30, 2023. For the six months ended June 30, 2023, cash flows included net income of $591,698 and cash provided by operating activities of $98,812.

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. 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, 2023 or 2022.

During the quarter ending June 30, 2023, the Company invested its excess working capital reserves in a high yield savings account at UBS Financial Services Inc. (“UBS”). As of June 30, 2023, the Company had approximately $5,624,000 on account earning an annual percentage yield of 5.15%.

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.

5

As disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on February 5, 2016, the Company and the New York City Economic Development Corporation (the “NYCEDC”) announced new measures to reduce helicopter noise and impacts across New York City (the “Air Tour Agreement”). Under the Air Tour Agreement, the Company has not been allowed to permit its tenant operators to conduct tourist flights from the Downtown Manhattan Heliport on Sundays since April 1, 2016. The Company was also required to ensure that its tenant operators reduce the total allowable number of tourist flights from 2015 levels by 20 percent beginning June 1, 2016, by 40 percent beginning October 1, 2016 and by 50 percent beginning January 1, 2017. The Air Tour Agreement also provided for the minimum annual guarantee payments the Company is required to pay to the City of New York under the Concession Agreement.

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 reductions under the Air Tour Agreement have negatively impacted the Company’s business and financial results as well as those of its management company at the Downtown Manhattan Heliport, Empire Aviation. The Company incurred management fees with Empire Aviation of approximately $448,000 and $836,000 during the six months ended June 30, 2023 and 2022, respectively. Empire Aviation notified the Company that it believes additional fees are due under the management agreement for both 2021 and 2020. If the Company is unable to come to an agreement with Empire Aviation regarding amounts due under the agreement, the Company could incur additional expense as disclosed in the Company’s 2022 Annual Report on Form 10-K. The Empire management agreement expired April 30, 2023.

During the program year that began on May 1, 2020, the City of New York agreed, in recognition of the pandemic’s impact, that the Company could defer payment of minimum guaranteed payments. In April 2021, the City of New York waived the deferred fees through December 31, 2020. In May 2021, the City of New York waived the deferred fees through April 30, 2021 which coincided with the original expiration of the Concession Agreement as amended by the Air Tour Agreement. The Company worked with the City of New York to address fees to be paid by the Company for the period May 1, 2021 through December 31, 2021. In March 2022, the City of New York agreed to accept 18% of monthly Gross Receipts in excess of $100,000 as Concession fees for this period. In April 2022, the Company agreed to resume paying the City of New York the total monthly amounts due under the Concession Agreement retro-active to January 2022 and to continue paying fees due under the Concession Agreement through the remainder of the Air Tour Agreement. During the six months ended June 30, 2023 and 2022, we incurred approximately $532,000 and $601,000 in concession fees, respectively, which are recorded in the cost of revenue.

On February 15, 2023, NYCEDC reported that it would be bringing a new concession agreement with the Company as the operator of the Downtown Manhattan Heliport to the New York City Franchise and Concession Review Committee meeting on March 3, 2023. The item was subsequently removed from the agenda, with NYCEDC announcing on April 7, 2023 that the previous Request for Proposals ("RFP") had been cancelled and that it is their intention to put out a new RFP in 2023.

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 has a term of one year. Pursuant to the terms of the Use Agreement, the Company has been 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 may be terminated at any time by the Commissioner of the DSBS or suspended at any time by the NYCEDC. The Company is required under the Use Agreement to remit a monthly administrative fee to the NYCEDC in the amount of $5,000. During the six month ended June 30, 2023, the Company incurred $10,000 in administrative fees which are recorded in the cost of revenue.

On July 13, 2023, the DSBS was granted approval by the Franchise and Concession Review Committee to enter into an interim Concession Agreement (the “New Agreement”) with the Company in order to provide for the continued operation of the Downtown Manhattan Heliport for one (1) six-month term, with two (2) six-month options to renew at the discretion of the DSBS. The New Agreement is intended to govern the Company’s operation of the Downtown Manhattan Heliport while the new RFP is readied by the NYCEDC for release. The Company is currently working on clarifying the business and economic relationship between the parties, including additional fees to be paid from the Company’s operation of the Downtown Manhattan Heliport and expects the New Agreement will be finalized and entered into in October 2023. The Company expects that the Use Agreement will expire upon the effective start date of the New Agreement.

6

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 restricted cash

The Company maintains its cash with various financial institutions which often exceeds federally insured limits. The Company has not experienced any losses from maintaining cash accounts in excess of federally insured limits. As part of its cash management process, the Company periodically reviews the relative credit standing of these financial institutions. At June 30, 2023, there were no restrictions on cash.

Net Income Per Common Share

Net income was $591,698 and $690,890 for the six months ended June 30, 2023 and 2022, respectively. Net income was $692,428 and $722,042 for the three months ended June 30, 2023 and 2022, respectively. Basic net income per share applicable to common stockholders is computed based on the weighted average number of shares of the Company’s common stock outstanding during the periods presented. Diluted net income per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted into common stock. Potentially dilutive securities, consisting of options and warrants, are excluded from the calculation of the diluted income per share when their exercise prices were greater than the average market price of the common stock during the period.

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

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2023		2022		2023		2022
Weighted average common shares outstanding, basic		976,330		976,330		976,330		975,761
Common shares upon exercise of options and warrants		18,013		17,140		18,286		11,834
Weighted average common shares outstanding, diluted		994,343		993,470		994,616		987,595

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, 2023 and 2022, the Company incurred stock-based compensation of $51,000 and $22,998, respectively. Such amounts have been recorded as part of the Company’s selling, general and administrative expenses in the accompanying consolidated statements of operations. As of June 30, 2023, the unamortized fair value of the options totaled $51,000 and the weighted average remaining amortization period of the options approximated five years.

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

NOTE 4 – Discontinued Operations

As disclosed in a Current Report on Form 8-K filed with the SEC on October 3, 2022, FBO Air-Garden City, Inc., (“GCK”), one of our wholly owned subsidiaries entered into a FBO Transfer Agreement (the “Transfer Agreement”) with Crosby Flying Services, LLC (“Crosby”) pursuant to which GCK agreed (i) to sell to Crosby substantially all of its assets and none of its liabilities, and (ii) to a seven year non-competition covenant (the “Non-Compete”) whereby we, including our subsidiaries and affiliates, agreed not to engage in any business involving the operation of a fixed based operation supplying aviation fuels and lubricants or the supply of other goods or provision of services typically supplied or performed at fixed base operations at airports at any facility located within one hundred (100) miles of the Garden City Regional Airport in Garden City, Kansas (the “Airport”), for $1.6 million.

As disclosed in a Current Report on Form 8-K filed with the SEC on November 2, 2022, on October 31, 2022 (the “Closing Date”), the transaction contemplated by the Transfer Agreement closed and we became subject to the Non-Compete, for an aggregate purchase price of approximately $1.5 million, after certain closing adjustments. Crosby paid the purchase price on the Closing Date less $160,000 which is to be paid in cash upon the first anniversary of the Closing Date subject to GCK’s and our compliance with the Non-Compete, pursuant to the Transfer Agreement.

7

GCK results of operations have been reported as discontinued operations in the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2022.

Components of discontinued operations are as follows:

	For the three months ended June 30, 2022			For the six months ended June 30, 2022
Revenue	$	1,112,624		$	2,130,954
Cost of revenue		947,605			1,791,962
Gross profit		165,019			338,992
Operating expenses		156,202			307,369
Operating income from discontinued operations		8,817			31,623
Interest expense		(5,622	)		(11,776	)
Net income from discontinued operations	$	3,195		$	19,847
Basic and diluted net income per common share		0.003			0.02
Weighted average number of shares outstanding, basic		976,330			975,761
Weighted average number of shares outstanding, diluted		993,470			987,595

NOTE 5 – Litigation

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

NOTE 6 – Subsequent Events

On July 13, 2023, the DSBS was granted approval by the Franchise and Concession Review Committee to enter into an interim Concession Agreement (the “New Agreement”) with the Company in order to provide for the continued operation of the Downtown Manhattan Heliport for one (1) six-month term, with two (2) six-month options to renew at the discretion of the DSBS. The New Agreement is intended to govern the Company’s operation of the Downtown Manhattan Heliport while the new RFP is readied by the NYCEDC for release. The Company is currently working on clarifying the business and economic relationship between the parties, including additional fees to be paid from the Company’s operation of the Downtown Manhattan Heliport and expects the New Agreement will be finalized and entered into in October 2023. The Company expects that the Use Agreement will expire upon the effective start date of the New Agreement.

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

The following discussion should be read together with the accompanying unaudited condensed consolidated financial statements and related notes in this report. This Item 2 contains forward-looking statements that involve risks and uncertainties. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date of this report. Actual results may differ materially from those expressed or implied in such forward-looking statements. Factors which could cause actual results to differ materially are discussed throughout this report and include, but are not limited to, those set forth at the end of this Item 2 under the heading "Cautionary Statement Regarding Forward Looking Statements." Additional factors are under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

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.

8

OVERVIEW

Saker Aviation 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 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 Heliport and until October 31, 2022 as a fixed base operation (“FBO”) and a provider of aircraft maintenance and repair services (“MRO”) at the Garden City (Kansas) Regional Airport. FBOs provide ground-based services, such as fueling and aircraft storage for general aviation, commercial and military aircraft, and other miscellaneous services.

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

We believe the tourism industry has been historically cyclical, with revenue correlated to general U.S. economic conditions. Although not truly seasonal in nature, the spring and summer months tend to generate higher levels of revenue and our operations generally follow that trend. The COVID-19 pandemic contributed to a decline in travel and tourism related businesses and general economic conditions in the United States and significantly disrupted our business and operations in the year ended December 31, 2021 and the first quarter of 2022, as well as disrupted business operations in the United States and globally. Beginning in April 2022, sightseeing tour operators saw an increase in activity and a much higher demand for tours. The increased demand continued throughout 2022 as well as the period ending June 30, 2023.

REVENUE AND OPERATING RESULTS

DISCONTINUED OPERATIONS

As disclosed in a Current Report on Form 8-K filed with the SEC on November 2, 2022, on October 31, 2022, the Company sold its subsidiary FBO and MRO operations of FBO Air-Garden City, Inc. (“GCK”) to Crosby Flying Services, LLC (”Crosby”) for an aggregate purchase price of $1.6 million. Crosby paid the purchase price on October 31, 2022 less $160,000 (the “Installment Payment”) which is to be paid in cash upon the first anniversary of the Closing Date. The Installment Payment is subject to GCK’s and the Company’s compliance with a Non-Compete agreement. GCK results of operations have been reported as discontinued operations in the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2022.

Comparison of Continuing Operations for the Three and Six Months Ended June 30, 2023 and June 30, 2022.

REVENUE

Revenue from continuing operations increased by 3.1 percent to $2,411,676 for the three months ended June 30, 2023 as compared with corresponding prior-year period revenue of $2,340,135.

For the three months ended June 30, 2023, revenue from continuing operations associated with the sale of jet fuel and related items decreased by 1.1 percent to approximately $605,000 as compared to approximately $612,000 in the three months ended June 30, 2022.

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For the three months ended June 30, 2023, revenue from continuing operations associated with services and supply items increased by 6.8 percent to approximately $1,800,000 as compared to approximately $1,685,000 in the three months ended June 30, 2022. This increase was largely attributable to a higher demand for services at our New York location in the three months ended June 30, 2023 compared to the same period in 2022.

For the three months ended June 30, 2023 all other revenue from continuing operations decreased by 84.2 percent to approximately $7,000 as compared to approximately $43,000 in the three months ended June 30, 2022. This decrease was attributable to a decrease in non-aeronautical revenue generated at our New York location compared to the same period last year.

Total revenue from continuing operations increased by 18.8 percent to $3,733,733 for the six months ended June 30, 2023 as compared with corresponding prior-year period revenue of $3,142,544.

For the six months ended June 30, 2023, revenue from continuing operations associated with the sale of jet fuel, aviation gasoline and related items increased by 22.6 percent to approximately $944,000 as compared to approximately $770,000 in the six months ended June 30, 2022. This increase was attributable to the higher volume of gallons and price of aviation gasoline sold at our New York location compared to the same period last year.

For the six months ended June 30, 2023, revenue from continuing operations associated with services and supply items increased by 18.5 percent to approximately $2,754,000 as compared to approximately $2,324,000 in the six months ended June 30, 2022. This increase was attributable to increased demand for services at our New York location compared to the same period last year.

For the six months ended June 30, 2023, all other revenue from continuing operations decreased by 25.9 percent to approximately $36,000 as compared to approximately $49,000 in the six months ended June 30, 2022. This decrease was attributable to a decrease in non-aeronautical revenue generated by our Heliport compared to the same period last year.

COST OF REVENUE

Total cost of revenue from continuing operations decreased by 26.3 percent to $638,166 in the three months ended June 30, 2023 as compared to $865,313 in the three months ended June 30, 2022. The decrease was largely attributable to lower fees due under the Use Agreement which became effective May 1, 2023. Total cost of revenue from continuing operations decreased by 3.3 percent to $1,319,172 in the six months ended June 30, 2023 as compared to $1,274,176 in the six months ended June 30, 2022. The decrease was largely attributable to lower fees due under the Use Agreement which became effective May 1, 2023.

GROSS PROFIT

Total gross profit from continuing operations increased by 20.3 percent to $1,773,510 in the three months ended June 30, 2023 as compared with $1,474,822 in the three months ended June 30, 2022. Gross margin was 73.5 percent in the three months ended June 30, 2023 as compared to 63.0 percent in the same period in the prior year. Gross profit and gross margin were positively impacted by the item previously discussed above.

Total gross profit from continuing operations increased by 29.2 percent to $2,414,561 in the six months ended June 30, 2023 as compared to $1,868,368 in the six months ended June 30, 2022. Gross margin increased to 64.7 percent in the six months ended June 30, 2023 as compared to 59.5 percent in the same period in the prior year. The increase in gross profit and gross margin were a result of the item discussed above.

OPERATING EXPENSE

Selling, General and Administrative

Total selling, general and administrative expenses (“SG&A”) from continuing operations were approximately $662,000 in the three months ended June 30, 2023, representing a decrease of approximately $348,000 or 34.5 percent, as compared to the same period in 2022. The decrease in SG&A expenses for the three months ended June 30, 2023 was primarily attributable to the expiration of the Empire management agreement, effective April 30, 2023. SG&A expenses from continuing operations in the six months ended June 30, 2023 were approximately $1,194,000, representing a decrease of approximately $230,000 or 16.2 percent, as compared to the same period in 2022. The decrease in SG&A operating expenses for the six months ended June 30, 2023 were primarily attributable to the expiration of the management agreement with Empire Aviation, effective April 30, 2023.

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Corporate SG&A from continuing operations was approximately $148,000 for the three months ended June 30, 2023, representing a decrease of approximately $25,000 as compared with the corresponding prior year period. Corporate SG&A was approximately $358,000 for the six months ended June 30, 2023, representing an increase of approximately $58,000 as compared with the corresponding prior year period. The decrease in the three month periods were largely attributable to non-recurring miscellaneous expenses in the second quarter of 2022. The increase in the six month periods on a year-over-year basis, were largely attributable to an increase in services provided by various service providers.

OPERATING INCOME

Operating income from continuing operations for the six months ended June 30, 2023 was $863,344 as compared to operating income of $145,043 in the six months ended June 30, 2022. The increase in operating income was primarily attributable to the items discussed above.

Depreciation and Amortization

Depreciation and amortization was $8,433 and $66,256 for the six months ended June 30, 2023 and 2022, respectively. The decrease in depreciation and amortization expense was attributable to the sale of the Company’s Kansas operation, effective October 31, 2022.

Interest Expense

Interest expense for the six months ended June 30, 2023 and 2022 was $0 and $11,776, respectively. The decrease in interest expense was attributable to the sale of the Company’s Kansas operation, effective October 31, 2022.

Bad Debt Recovery

Bad Debt Recovery for the six months ended June 30, 2023 was $0 as compared to $125,000 in the same period in 2022.

Life Insurance Proceeds

As part of an employment agreement with the Company’s President, Chief Executive Officer, and Director, Ronald J. Ricciardi, the Company was required to provide Executive Life Insurance insuring the life of Mr. Ricciardi during the term of the agreement. The term policy was to be in the amount of $1 million, with one-half (1/2) of the proceeds thereof directed to such beneficiary or beneficiaries of Mr. Ricciardi may from time to time appoint, and one-half (1/2) of the proceeds directed to the Company. Mr Ricciardi passed away on June 23, 2022. The Company recorded the life insurance receivable of $500,000 as Other Income during the period ending June 30, 2022.

Interest Income

Interest income for the six months ended June 30, 2023 and 2022 was $63,354 and $0, respectively. The increase in interest income is attributable to the Company investing its excess working capital reserves in a high yield savings account at UBS Financial Services Inc. (“UBS”). As of June 30, 2023, the Company had approximately $5,624,000 on account earning an annual percentage yield of 5.15%.

Income Tax

Income tax expense for the six months ended June 30, 2023 and 2022 was $335,000 and $99,000, respectively. Income tax expense was higher in 2023 as compared to 2022 due to the life insurance proceeds recorded in 2022 being non-taxable.

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Net Income Per Share

Net income from continuing operations was $591,698 and $671,043 for the six months ended June 30, 2023 and 2022, respectively. The decrease in net income year over year was primarily attributable to the benefit of Bad Debt Recovery of $125,000 and Life Insurance Proceeds of $500,000 recorded in the six months ended June 30, 2022.

Basic net income per share for the six months ended June 30, 2023 and 2022 was $0.61 and $0.71, respectively. Diluted net income per share for the six months ended June 30, 2023 and 2022 was $0.59 and $0.70, respectively.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2023, we had cash and restricted cash of $6,667,667 and a working capital surplus of $6,390,794. We generated revenue from continuing operations of $3,733,733 and had net income of $591,698 for the six months ended June 30, 2023. For the six months ended June 30, 2023, cash flows included net income of $591,698 and cash provided by operating activities of $98,812.

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. 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, 2023 or 2022.

During the quarter ending June 30, 2023, the Company invested its excess working capital reserves in a high yield savings account at UBS Financial Services Inc. (“UBS”). As of June 30, 2023, the Company had approximately $5,624,000 on account earning an annual percentage yield of 5.15%.

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. 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.

As disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on February 5, 2016, the Company and the New York City Economic Development Corporation (the “NYCEDC”) announced new measures to reduce helicopter noise and impacts across New York City (the “Air Tour Agreement”). Under the Air Tour Agreement, the Company has not been allowed to permit its tenant operators to conduct tourist flights from the Downtown Manhattan Heliport on Sundays since April 1, 2016. The Company was also required to ensure that its tenant operators reduce the total allowable number of tourist flights from 2015 levels by 20 percent beginning June 1, 2016, by 40 percent beginning October 1, 2016 and by 50 percent beginning January 1, 2017. The Air Tour Agreement also provided for the minimum annual guarantee payments the Company is required to pay to the City of New York under the Concession Agreement.

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.

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The reductions under the Air Tour Agreement have negatively impacted the Company’s business and financial results as well as those of its management company at the Downtown Manhattan Heliport, Empire Aviation. The Company incurred management fees with Empire Aviation of approximately $448,000 and $836,000 during the six months ended June 30, 2023 and 2022, respectively. Empire Aviation notified the Company that it believes additional fees are due under the management agreement with the New York Heliport for both 2021 and 2020. If the Company is unable to come to an agreement with Empire Aviation regarding amounts due under the agreement, the Company could incur additional expense as disclosed in the Company’s 2022 Annual Report on Form 10-K. The Empire management agreement expired April 30, 2023.

During the program year that began on May 1, 2020, the City of New York agreed, in recognition of the pandemic’s impact, that the Company could defer payment of minimum guaranteed payments. In April 2021, the City of New York waived the deferred fees through December 31, 2020. In May 2021, the City of New York waived the deferred fees through April 30, 2021 which coincided with the original expiration of the Concession Agreement as amended by the Air Tour Agreement. The Company worked with the City of New York to address fees to be paid by the Company for the period May 1, 2021 through December 31, 2021. In March 2022, the City of New York agreed to accept 18% of monthly Gross Receipts in excess of $100,000 as Concession fees for this period. In April 2022, the Company agreed to resume paying the City of New York the total monthly amounts due under the Concession Agreement retro-active to January 2022 and to continue paying fees due under the Concession Agreement through the remainder of the Air Tour Agreement. During the six months ended June 30, 2023 and 2022, we incurred approximately $532,000 and $601,000 in concession fees, respectively, which are recorded in the cost of revenue.

On February 15, 2023, NYCEDC reported that it would be bringing a new concession agreement with the Company as the operator of the New York Heliport to the New York City Franchise and Concession Review Committee meeting on March 3, 2023. The item was subsequently removed from the agenda, with NYCEDC announcing on April 7, 2023 that the previous Request for Proposals ("RFP") had been cancelled and that it is their intention to put out a new RFP in 2023. 

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 has a term of one year. Pursuant to the terms of the Use Agreement, the Company has been 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 may be terminated at any time by the Commissioner of the DSBS or suspended at any time by the NYCEDC. The Company is required under the Use Agreement to remit a monthly administrative fee to the NYCEDC in the amount of $5,000. During the six month ended June 30, 2023, the Company incurred $10,000 in administrative fees which are recorded in the cost of revenue.

On July 13, 2023, the DSBS was granted approval by the Franchise and Concession Review Committee to enter into an interim Concession Agreement (the “New Agreement”) with the Company in order to provide for the continued operation of the Downtown Manhattan Heliport for one (1) six-month term, with two (2) six-month options to renew at the discretion of the DSBS. The New Agreement is intended to govern the Company’s operation of the Downtown Manhattan Heliport while the new RFP is readied by the NYCEDC for release. The Company is currently working on clarifying the business and economic relationship between the parties, including additional fees to be paid from the Company’s operation of the Downtown Manhattan Heliport and expects the New Agreement will be finalized and entered into in October 2023. The Company expects that the Use Agreement will expire upon the effective start date of the New Agreement.

During the six months ended June 30, 2023, we had a net increase in cash of $690,510. Our sources and uses of funds during this period were as follows:

Cash from Operating Activities

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.

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For the six months ended June 30, 2022, net cash provided by operating activities was $1,598,472. This amount included an increase in operating cash related to net income of $690,890 and additions for the following items: (i) depreciation and amortization, $66,256; (ii) stock based compensation, $22,998; (iii) income tax receivable, $573,678; (iv) prepaid expenses, $222,420; (v) customer deposits, $74,079; and (vi) accounts payable, $268,780. These increases in operating activities were offset by the following items: (i) accounts receivable, trade, $166,999; (ii) inventories, $80,477; and (iii) accrued expenses, $73,153.

Cash from Investing Activities

For the six months ended June 30, 2023, there was no cash used in, or provided by, investing activities. For the six months ended June 30, 2022, net cash of $501,644 used in investing activities included a life insurance receivable of $500,000 and purchase of property and equipment of $1,644.

Cash from Financing Activities

For the six months ended June 30, 2023, there was no cash used in, or provided by, financing activities. For the six months ended June 30, 2022, net cash of $29,150 was used in financing activities for the following items: (i) payment of right of use leases, $22,541; and (ii) repayment of notes payable, $6,609.

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:

● our continued operation of the Downtown Manhattan Heliport pursuant to the Use Agreement;

● the RFP process expected to be conducted by the NYCEDC for operation of the Downtown Manhattan Heliport;

● our negotiations with the NYCEDC regarding an additional agreement to govern our operation of the Downtown Manhattan Heliport during any RFP process;

● the impact of the COVID-19 pandemic on our business and results of operations;

● our ability to secure the additional debt or equity financing, if required, to execute our business plan; 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, 2022 and in other filings we make with the SEC. Subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above and elsewhere in our reports filed with the SEC. We expressly disclaim any intent or obligation to update any forward-looking statements, except as may be required by law.

Item 3 – Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

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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.

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PART II – OTHER INFORMATION

Item–1A – Risk Factors

For a discussion of the Company’s potential risks or uncertainties, please see: (i) “Part I—Item 1A—Risk Factors” and “Part II—Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC and the additional risks described below.

We could be adversely affected by the loss of our Temporary Use Authorization Agreement with the City of New York.

Our Concession Agreement with the City of New York expired on April 30, 2023. On February 15, 2023, NYCEDC reported that it would be bringing a new concession agreement with us as the operator of the Downtown Manhattan Heliport to the New York City Franchise and Concession Review Committee meeting on March 3, 2023. The item was subsequently removed from the agenda, with NYCEDC announcing on April 7, 2023 that the previous Request for Proposals ("RFP") had been cancelled and that it is their intention to put out a new RFP in 2023.

We 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 has a term of one year. Pursuant to the terms of the Use Agreement, we have been 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 may be terminated at any time by the Commissioner of the DSBS or suspended at any time by the NYCEDC. We are required under the Use Agreement to remit a monthly administrative fee to the NYCEDC in the amount of $5,000. We expect that the NYCEDC will conduct a request for proposal for a new concession agreement to govern the operation of the Downtown Manhattan Heliport. We are in negotiations with the NYCEDC regarding an additional agreement that will govern our use of the Downtown Manhattan Heliport while the RFP process is ongoing, which we expect will clarify the economic relationship between the parties, including additional fees for our operation of the Downtown Manhattan Heliport.

All of our business is conducted and reliant on the Downtown Manhattan Heliport. Any disruption in business at the Downtown Manhattan Heliport or additional restrictions imposed on the operations of the Downtown Manhattan Heliport by the NYCEDC could adversely impact our results of operations. Additionally, our business depends on us remaining as the operator of the Downtown Manhattan Heliport. If the Use Agreement expires or is terminated early pursuant to its terms without us having a further agreement in place for our continued operation of the Downtown Manhattan Heliport, our business would be adversely affected and we would be required to cease all operations.

If we submit an RFP but are not awarded the contract, our operations will be materially adversely affected.

We currently operate the Downtown Manhattan Heliport pursuant to the Use Agreement. The NYCEDC announced on April 7, 2023 that it is their intention to put out a new RFP in 2023 to govern the use of the New York Heliport. We expect to submit our best proposal once the RFP is commenced by the NYCEDC. There is no guarantee that any proposal we submit to an RFP for operating the Downtown Manhattan Heliport will be accepted or that we will be awarded a contract to operate the Downtown Manhattan Heliport under any RFP. If we submit a proposal to an RFP and are not chosen, our business will be materially adversely affected and we may be required to cease all operations.

Bank failures or other events effecting financial institutions could adversely affect our liquidity and financial performance.

We currently maintain a cash balance of our excess working capital reserves in a high yield savings account at UBS Financial Services Inc. (“UBS”), which we believe is a high quality institution. The cash balance we have on account with UBS currently, and may from time to time, exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. If UBS were to fail, we could lose all or a portion of the amounts held more than such insurance limitations. In addition, events involving limited liquidity, defaults, non-performance or other adverse conditions in the financial or credit risk markets impacting financial institutions at which we maintain balances, or concerns or rumors about such events, may lead to disruptions in access to our bank deposits or otherwise adversely impact our liquidity or financial performance. There can be no assurance that our deposits in excess of the FDIC or other comparable insurance limits will be backstopped by the U.S. or that UBS or any bank or financial institution with which we do business will be able to obtain needed liquidity from other banks, government institutions, or by acquisition in the event of a failure or liquidity crisis.

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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

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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, 2023	By:	/s/ Samuel Goldstein
		Samuel Goldstein
		President, Chief Executive Officer, Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer

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EX-31.1

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, 2023

By:  /s/ Samuel Goldstein

Samuel Goldstein

Chief Executive Officer (principal executive officer)

EX-31.2

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, 2023

By:  /s/ Samuel Goldstein

Samuel Goldstein

President (principal financial officer)

EX-32.1

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 six months ended June 30, 2023 (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, 2023	By:	/s/ Samuel Goldstein
		Samuel Goldstein
		Chief Executive Officer (principal executive officer)
Date: August 14, 2023	By:	/s/ Samuel Goldstein
		Samuel Goldstein
		President (principal financial officer)

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Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2023	Aug. 14, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
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)		976,330
Entity Central Index Key	0001128281
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Amendment Flag	false

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) shares in Thousands	Jun. 30, 2023	Dec. 31, 2022
CURRENT ASSETS
Cash and restricted cash	$ 6,667,667	$ 5,977,157
Accounts receivable	202,697	244,543
Non-Compete receivable	160,000	160,000
Inventories	3,394	13,551
Income tax receivable	119,899	119,899
Prepaid expenses	240,977	354,913
Total current assets	7,394,634	6,870,063
PROPERTY AND EQUIPMENT, net of accumulated depreciation and amortization of $3,119,895 and $3,111,462 respectively	34,429	42,862
TOTAL ASSETS	7,429,063	6,912,925
CURRENT LIABILITIES
Accounts payable	520,640	328,505
Customer deposits	204,633	204,633
Accrued expenses	278,567	597,262
Total current liabilities	1,003,840	1,130,400
TOTAL LIABILITIES	$ 1,003,840	$ 1,130,400
STOCKHOLDERS’ EQUITY
Preferred Stock, Shares Issued (in shares)	0	0
Common stock - $0.03 par value; authorized 3,333,334; 976,330 shares issued and outstanding at June 30, 2023 and December 31, 2022	$ 29,290	$ 29,290
Additional paid-in capital	19,863,794	19,812,794
Accumulated deficit	(13,467,861)	(14,059,559)
TOTAL STOCKHOLDERS’ EQUITY	6,425,223	5,782,525
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 7,429,063	$ 6,912,925

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Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($)	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment, Ending Balance		$ 3,119,895	$ 3,111,462
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)	976,330		976,330
Common stock, shares outstanding (in shares)	976,330		976,330

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Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
REVENUE	$ 2,411,676	$ 2,340,135	$ 3,733,733	$ 3,142,544
COST OF REVENUE	638,166	865,313	1,319,172	1,274,176
GROSS PROFIT	1,773,510	1,474,822	2,414,561	1,868,368
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES	809,436	1,181,975	1,551,217	1,723,325
OPERATING LOSS	964,074	292,847	863,344	145,043
OTHER INCOME
BAD DEBT RECOVERY	0	25,000	0	125,000
LIFE INSURANCE PROCEEDS	0	500,000	0	500,000
INCOME FROM DISCONTINUED OPERATIONS	63,354	0	63,354	0
TOTAL OTHER INCOME	63,354	525,000	63,354	625,000
INCOME BEFORE INCOME TAX	1,027,428	817,847	926,698	770,043
INCOME TAX EXPENSE	335,000	99,000	335,000	99,000
INCOME FROM CONTINUING OPERATIONS	692,428	718,847	591,698	671,043
INCOME FROM DISCONTINUED OPERATIONS	0	3,195	0	19,847
NET INCOME	$ 692,428	$ 722,042	$ 591,698	$ 690,890
Basic Net Income Per Common Share (in dollars per share)	$ 0.71	$ 0.74	$ 0.61	$ 0.71
Diluted Net Income Per Common Share (in dollars per share)	$ 0.70	$ 0.73	$ 0.59	$ 0.70
Weighted Average Number of Common Shares – Basic (in shares)	976,330	976,330	976,330	975,761
Weighted Average Number of Common Shares - Diluted (in shares)	994,343	993,470	994,616	987,595

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Statements of Condensed Consolidated Stockholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
BALANCE – June 30, 2022 (in shares)	975,074
BALANCE – June 30, 2022	$ 29,252	$ 19,740,837	$ (15,306,180)	$ 4,463,909
BALANCE (in shares) at Dec. 31, 2021	975,074
BALANCE at Dec. 31, 2021	$ 29,252	19,740,837	(15,306,180)	4,463,909
Issuance of additional Common Stock in connection with cashless exercise of options (in shares)	1,256
Issuance of additional Common Stock in connection with cashless exercise of options	$ 38	(38)		0
Amortization of stock based compensation		11,499		11,499
Net loss			(31,152)	(31,152)
BALANCE (in shares) at Mar. 31, 2022	976,330
BALANCE at Mar. 31, 2022	$ 29,290	19,752,298	(15,337,332)	4,444,256
BALANCE (in shares) at Dec. 31, 2021	975,074
BALANCE at Dec. 31, 2021	$ 29,252	19,740,837	(15,306,180)	4,463,909
Net loss				690,890
BALANCE (in shares) at Jun. 30, 2022	976,330
BALANCE at Jun. 30, 2022	$ 29,290	19,763,797	(14,615,290)	5,177,797
BALANCE – June 30, 2022 (in shares)	976,330
BALANCE – June 30, 2022	$ 29,290	19,752,298	(15,337,332)	4,444,256
BALANCE (in shares) at Mar. 31, 2022	976,330
BALANCE at Mar. 31, 2022	$ 29,290	19,752,298	(15,337,332)	4,444,256
Amortization of stock based compensation		11,499		11,499
Net loss			722,042	722,042
BALANCE (in shares) at Jun. 30, 2022	976,330
BALANCE at Jun. 30, 2022	$ 29,290	19,763,797	(14,615,290)	5,177,797
BALANCE – June 30, 2022 (in shares)	976,330
BALANCE – June 30, 2022	$ 29,290	19,763,797	(14,615,290)	5,177,797
BALANCE – June 30, 2022 (in shares)	976,330
BALANCE – June 30, 2022	$ 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 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 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 – June 30, 2022 (in shares)	976,330
BALANCE – June 30, 2022	$ 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
Amortization of stock based compensation		25,500		25,500
Net 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 – June 30, 2022 (in shares)	976,330
BALANCE – June 30, 2022	$ 29,290	$ 19,863,794	$ (13,467,861)	$ 6,425,223

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ 591,698	$ 690,890
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	8,433	66,256
Stock based compensation	51,000	22,998
Changes in operating assets and liabilities:
Accounts receivable	41,846	(166,999)
Inventories	10,157	(80,477)
Income tax receivable	0	573,678
Prepaid expenses	113,936	222,420
Customer deposits	0	74,079
Accounts payable	192,135	268,780
Accrued expenses	(318,695)	(73,153)
TOTAL ADJUSTMENTS	98,812	907,582
NET CASH PROVIDED BY OPERATING ACTIVITIES	690,510	1,598,472
CASH FLOWS FROM INVESTING ACTIVITIES
Life insurance receivable	0	(500,000)
Purchase of property and equipment	0	(1,644)
NET CASH PROVIDED USED IN FINANCING ACTIVITIES	0	(501,644)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of right of use leases payable	0	(22,541)
Repayment of notes payable	0	(6,609)
NET CASH USED IN FINANCING ACTIVITIES	0	(29,150)
NET CHANGE IN CASH AND RESTRICTED CASH	690,510	1,067,678
CASH AND RESTRICTED CASH – Beginning	5,977,157	2,446,906
CASH AND RESTRICTED CASH – Ending	6,667,667	3,514,584
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest	0	11,776
Income taxes	$ 637,513	$ 162,100

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Note 1 - Basis of Presentation

6 Months Ended

Jun. 30, 2023

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 subsidiary 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, 2022.

The condensed consolidated balance sheet as of June 30, 2023 and the condensed consolidated statements of operations and cash flows for the three and six months ended June 30, 2023 and 2022 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, 2023 and its results of operations, stockholders’ equity, and cash flows for the three and six months ended June 30, 2023 not misleading. The results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for any full year or any other interim period.

The COVID-19 pandemic has impacted the global and United States economies. Federal, state, and local governments implemented certain travel restrictions, “stay-at-home” orders, and social distancing initiatives which negatively impacted our operations and those of our customers. As a result of the COVID-19 pandemic, on March 17, 2020 all sightseeing tour operations at the Downtown Manhattan Heliport ceased. On July 20, 2020, New York City started Phase 4 of the city’s reopening. Sightseeing tour operators at the heliport restarted operations under this phase.

For the period July 20, 2020 through March 31, 2022, sightseeing tour operators experienced much lower demand for tours as compared to pre-pandemic levels of activity. Beginning in April 2022, sightseeing tour operators have seen an increase in activity and a much higher demand for tours. This increased activity and demand continued throughout 2022 and through June 30, 2023.

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Note 2 - Liquidity and Material Agreements

6 Months Ended

Jun. 30, 2023

Notes to Financial Statements

Going Concern Disclosure [Text Block]

NOTE 2 – Liquidity and Material Agreements

As of June 30, 2023, we had cash of $6,667,667 and a working capital surplus of $6,390,794. We generated revenue from continuing operations of $3,733,733 and had net income of $591,698 for the six months ended June 30, 2023. For the six months ended June 30, 2023, cash flows included net income of $591,698 and cash provided by operating activities of $98,812.

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. 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, 2023 or 2022.

During the quarter ending June 30, 2023, the Company invested its excess working capital reserves in a high yield savings account at UBS Financial Services Inc. (“UBS”). As of June 30, 2023, the Company had approximately $5,624,000 on account earning an annual percentage yield of 5.15%.

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.

As disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on February 5, 2016, the Company and the New York City Economic Development Corporation (the “NYCEDC”) announced new measures to reduce helicopter noise and impacts across New York City (the “Air Tour Agreement”). Under the Air Tour Agreement, the Company has not been allowed to permit its tenant operators to conduct tourist flights from the Downtown Manhattan Heliport on Sundays since April 1, 2016. The Company was also required to ensure that its tenant operators reduce the total allowable number of tourist flights from 2015 levels by 20 percent beginning June 1, 2016, by 40 percent beginning October 1, 2016 and by 50 percent beginning January 1, 2017. The Air Tour Agreement also provided for the minimum annual guarantee payments the Company is required to pay to the City of New York under the Concession Agreement.

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 reductions under the Air Tour Agreement have negatively impacted the Company’s business and financial results as well as those of its management company at the Downtown Manhattan Heliport, Empire Aviation. The Company incurred management fees with Empire Aviation of approximately $448,000 and $836,000 during the six months ended June 30, 2023 and 2022, respectively. Empire Aviation notified the Company that it believes additional fees are due under the management agreement for both 2021 and 2020. If the Company is unable to come to an agreement with Empire Aviation regarding amounts due under the agreement, the Company could incur additional expense as disclosed in the Company’s 2022 Annual Report on Form 10-K. The Empire management agreement expired April 30, 2023.

During the program year that began on May 1, 2020, the City of New York agreed, in recognition of the pandemic’s impact, that the Company could defer payment of minimum guaranteed payments. In April 2021, the City of New York waived the deferred fees through December 31, 2020. In May 2021, the City of New York waived the deferred fees through April 30, 2021 which coincided with the original expiration of the Concession Agreement as amended by the Air Tour Agreement. The Company worked with the City of New York to address fees to be paid by the Company for the period May 1, 2021 through December 31, 2021. In March 2022, the City of New York agreed to accept 18% of monthly Gross Receipts in excess of $100,000 as Concession fees for this period. In April 2022, the Company agreed to resume paying the City of New York the total monthly amounts due under the Concession Agreement retro-active to January 2022 and to continue paying fees due under the Concession Agreement through the remainder of the Air Tour Agreement. During the six months ended June 30, 2023 and 2022, we incurred approximately $532,000 and $601,000 in concession fees, respectively, which are recorded in the cost of revenue.

On February 15, 2023, NYCEDC reported that it would be bringing a new concession agreement with the Company as the operator of the Downtown Manhattan Heliport to the New York City Franchise and Concession Review Committee meeting on March 3, 2023. The item was subsequently removed from the agenda, with NYCEDC announcing on April 7, 2023 that the previous Request for Proposals ("RFP") had been cancelled and that it is their intention to put out a new RFP in 2023.

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 has a term of one year. Pursuant to the terms of the Use Agreement, the Company has been 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 may be terminated at any time by the Commissioner of the DSBS or suspended at any time by the NYCEDC. The Company is required under the Use Agreement to remit a monthly administrative fee to the NYCEDC in the amount of $5,000. During the six month ended June 30, 2023, the Company incurred $10,000 in administrative fees which are recorded in the cost of revenue.

On July 13, 2023, the DSBS was granted approval by the Franchise and Concession Review Committee to enter into an interim Concession Agreement (the “New Agreement”) with the Company in order to provide for the continued operation of the Downtown Manhattan Heliport for one (1) six-month term, with two (2) six-month options to renew at the discretion of the DSBS. The New Agreement is intended to govern the Company’s operation of the Downtown Manhattan Heliport while the new RFP is readied by the NYCEDC for release. The Company is currently working on clarifying the business and economic relationship between the parties, including additional fees to be paid from the Company’s operation of the Downtown Manhattan Heliport and expects the New Agreement will be finalized and entered into in October 2023. The Company expects that the Use Agreement will expire upon the effective start date of the New Agreement.

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Note 3 - Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2023

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 restricted cash

The Company maintains its cash with various financial institutions which often exceeds federally insured limits. The Company has not experienced any losses from maintaining cash accounts in excess of federally insured limits. As part of its cash management process, the Company periodically reviews the relative credit standing of these financial institutions. At June 30, 2023, there were no restrictions on cash.

Net Income Per Common Share

Net income was $591,698 and $690,890 for the six months ended June 30, 2023 and 2022, respectively. Net income was $692,428 and $722,042 for the three months ended June 30, 2023 and 2022, respectively. Basic net income per share applicable to common stockholders is computed based on the weighted average number of shares of the Company’s common stock outstanding during the periods presented. Diluted net income per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted into common stock. Potentially dilutive securities, consisting of options and warrants, are excluded from the calculation of the diluted income per share when their exercise prices were greater than the average market price of the common stock during the period.

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

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2023		2022		2023		2022
Weighted average common shares outstanding, basic		976,330		976,330		976,330		975,761
Common shares upon exercise of options and warrants		18,013		17,140		18,286		11,834
Weighted average common shares outstanding, diluted		994,343		993,470		994,616		987,595

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, 2023 and 2022, the Company incurred stock-based compensation of $51,000 and $22,998, respectively. Such amounts have been recorded as part of the Company’s selling, general and administrative expenses in the accompanying consolidated statements of operations. As of June 30, 2023, the unamortized fair value of the options totaled $51,000 and the weighted average remaining amortization period of the options approximated five years.

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

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Note 4 - Discontinued Operations

6 Months Ended

Jun. 30, 2023

Notes to Financial Statements

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

NOTE 4 – Discontinued Operations

As disclosed in a Current Report on Form 8-K filed with the SEC on October 3, 2022, FBO Air-Garden City, Inc., (“GCK”), one of our wholly owned subsidiaries entered into a FBO Transfer Agreement (the “Transfer Agreement”) with Crosby Flying Services, LLC (“Crosby”) pursuant to which GCK agreed (i) to sell to Crosby substantially all of its assets and none of its liabilities, and (ii) to a seven year non-competition covenant (the “Non-Compete”) whereby we, including our subsidiaries and affiliates, agreed not to engage in any business involving the operation of a fixed based operation supplying aviation fuels and lubricants or the supply of other goods or provision of services typically supplied or performed at fixed base operations at airports at any facility located within one hundred (100) miles of the Garden City Regional Airport in Garden City, Kansas (the “Airport”), for $1.6 million.

As disclosed in a Current Report on Form 8-K filed with the SEC on November 2, 2022, on October 31, 2022 (the “Closing Date”), the transaction contemplated by the Transfer Agreement closed and we became subject to the Non-Compete, for an aggregate purchase price of approximately $1.5 million, after certain closing adjustments. Crosby paid the purchase price on the Closing Date less $160,000 which is to be paid in cash upon the first anniversary of the Closing Date subject to GCK’s and our compliance with the Non-Compete, pursuant to the Transfer Agreement.

GCK results of operations have been reported as discontinued operations in the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2022.

Components of discontinued operations are as follows:

	For the three months ended June 30, 2022			For the six months ended June 30, 2022
Revenue	$	1,112,624		$	2,130,954
Cost of revenue		947,605			1,791,962
Gross profit		165,019			338,992
Operating expenses		156,202			307,369
Operating income from discontinued operations		8,817			31,623
Interest expense		(5,622	)		(11,776	)
Net income from discontinued operations	$	3,195		$	19,847
Basic and diluted net income per common share		0.003			0.02
Weighted average number of shares outstanding, basic		976,330			975,761
Weighted average number of shares outstanding, diluted		993,470			987,595

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Note 5 - Litigation

6 Months Ended

Jun. 30, 2023

Notes to Financial Statements

Legal Matters and Contingencies [Text Block]

NOTE 5 – Litigation

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

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Note 6 - Subsequent Events

6 Months Ended

Jun. 30, 2023

Notes to Financial Statements

Subsequent Events [Text Block]

NOTE 6 – Subsequent Events

On July 13, 2023, the DSBS was granted approval by the Franchise and Concession Review Committee to enter into an interim Concession Agreement (the “New Agreement”) with the Company in order to provide for the continued operation of the Downtown Manhattan Heliport for one (1) six-month term, with two (2) six-month options to renew at the discretion of the DSBS. The New Agreement is intended to govern the Company’s operation of the Downtown Manhattan Heliport while the new RFP is readied by the NYCEDC for release. The Company is currently working on clarifying the business and economic relationship between the parties, including additional fees to be paid from the Company’s operation of the Downtown Manhattan Heliport and expects the New Agreement will be finalized and entered into in October 2023. The Company expects that the Use Agreement will expire upon the effective start date of the New Agreement.

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Note 3 - Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2023

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,
	2023		2022		2023		2022
Weighted average common shares outstanding, basic		976,330		976,330		976,330		975,761
Common shares upon exercise of options and warrants		18,013		17,140		18,286		11,834
Weighted average common shares outstanding, diluted		994,343		993,470		994,616		987,595

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Note 4 - Discontinued Operations (Tables)

6 Months Ended

Jun. 30, 2023

Notes Tables

Disposal Groups, Including Discontinued Operations [Table Text Block]

	For the three months ended June 30, 2022			For the six months ended June 30, 2022
Revenue	$	1,112,624		$	2,130,954
Cost of revenue		947,605			1,791,962
Gross profit		165,019			338,992
Operating expenses		156,202			307,369
Operating income from discontinued operations		8,817			31,623
Interest expense		(5,622	)		(11,776	)
Net income from discontinued operations	$	3,195		$	19,847
Basic and diluted net income per common share		0.003			0.02
Weighted average number of shares outstanding, basic		976,330			975,761
Weighted average number of shares outstanding, diluted		993,470			987,595

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Note 2 - Liquidity and Material Agreements (Details Textual)			3 Months Ended				4 Months Ended	6 Months Ended		9 Months Ended	12 Months Ended
	Apr. 28, 2023 USD ($)	Nov. 01, 2008 USD ($)	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Jun. 30, 2022 USD ($)	Mar. 31, 2022 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Sep. 15, 2018	Dec. 31, 2015	Dec. 31, 2022 USD ($)	Mar. 15, 2018 USD ($)
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents			$ 6,667,667					$ 6,667,667				$ 5,977,157
Working Capital			6,390,794					6,390,794
Revenue from Contract with Customer, Including Assessed Tax			2,411,676		$ 2,340,135			3,733,733	$ 3,142,544
Net Income (Loss) Attributable to Parent			692,428	$ (100,730)	722,042	$ (31,152)		591,698	690,890
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities								98,812	907,582
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	836,000
Concession Fees								532,000	601,000
Administrative Fees Expense								10,000
Concession Agreement [Member]
Percentage Payable Greater than Gross Receipts During Period		18.00%					18.00%
Amount of Gross Receipts During Period		$ 5,000,000					$ 100,000	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
Temporary Use Authorization Agreement [Member]
Monthly Administrative Fee	$ 5,000
High Yield Savings Account [Member]
Interest Income, Interest-Earning Asset			$ 5,624,000					$ 5,624,000
Interest-Earning Assets, Average Yield			5.15%					5.15%
Key Bank National Association [Member] | Term Loan [Member]
Long-Term Debt, Current Maturities, Total			$ 0		$ 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
Acquisition Line of Credit [Member] | Key Bank National Association [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]
Debt Instrument, Basis Spread on Variable Rate										2.75%

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Note 3 - Summary of Significant Accounting Policies (Details Textual) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Net loss	$ 692,428	$ (100,730)	$ 722,042	$ (31,152)	$ 591,698	$ 690,890
Net Income (Loss) Attributable to Parent	$ 692,428	$ (100,730)	$ 722,042	$ (31,152)	591,698	690,890
Share-Based Payment Arrangement, Noncash Expense					51,000	$ 22,998
Shares Based Compensation, Stock Options Unamortized Fair Value					$ 51,000
Share-based Compensation, Weighted Average Remaining Amortization Period					5 years

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Note 3 - Summary of Significant Accounting Policies - Computation of Basic Net Income Per Share (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Weighted average common shares outstanding, basic (in shares)	976,330	976,330	976,330	975,761
Common shares upon exercise of options (in shares)	18,013	17,140	18,286	11,834
Weighted average common shares outstanding, diluted (in shares)	994,343	993,470	994,616	987,595

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Note 4 - Discontinued Operations (Details Textual) - GCK [Member] - USD ($) $ in Millions	Oct. 31, 2023	Oct. 31, 2022	Oct. 03, 2022
Discontinued Operations, Disposed of by Sale [Member]
Disposal Group, Including Discontinued Operation, Consideration		$ 1.5
Discontinued Operations, Disposed of by Sale [Member] | Forecast [Member]
Proceeds from Divestiture of Businesses	$ 160,000.0
Discontinued Operations [Member]
Disposal Group, Including Discontinued Operation, Consideration			$ 1.6
Noncompete Agreements [Member] | Discontinued Operations, Disposed of by Sale [Member]
Finite-Lived Intangible Asset, Useful Life (Year)			7 years

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Note 4 - Discontinued Operations - Discontinued Operations (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Net income from discontinued operations	$ 0	$ 3,195	$ 0	$ 19,847
Weighted average common shares outstanding, basic (in shares)	976,330	976,330	976,330	975,761
Weighted average number of shares outstanding, diluted (in shares)	994,343	993,470	994,616	987,595
Discontinued Operations, Disposed of by Sale [Member] | GCK [Member]
Revenue		$ 1,112,624		$ 2,130,954
Cost of revenue		947,605		1,791,962
Gross profit		165,019		338,992
Operating expenses		156,202		307,369
Operating income from discontinued operations		8,817		31,623
Interest expense		5,622		11,776
Net income from discontinued operations		$ 3,195		$ 19,847
Basic and diluted net income per common share (in dollars per share)		$ 0.003		$ 0.02
Weighted average common shares outstanding, basic (in shares)		976,330		975,761
Weighted average number of shares outstanding, diluted (in shares)		993,470		987,595