Saker Aviation Services, Inc 10-Q for FY2023 Q3
Saker Aviation Services, Inc. (SKAS)
About this 10-Q
Saker Aviation Services, Inc filed this 10-Q on November 20, 2023, covering the quarter ended September 30, 2023 (FY2023 Q3).
Headline figures
Quarter ended September 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $2.58M
- down 0.7% from $2.6M a year earlier
- Net income
- $1.17M
- up 450.2% from net income of $213.1K a year earlier
- Diluted EPS
- $1.18
- up 436.4% from $0.22 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For The Quarterly Period Ended
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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:
(Exact Name of Registrant as Specified in Its Charter)
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(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.
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).
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.
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Large accelerated filer ☐ |
Accelerated filer ☐ | Smaller reporting company |
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Emerging growth company |
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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
As of November 20, 2023, the registrant had
SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES
Form 10-Q
September 30, 2023
Index
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PART I - FINANCIAL INFORMATION |
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| ITEM 1. | CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | ||
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Balance Sheets as of September 30, 2023 (unaudited) and December 31, 2022 |
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Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022 (unaudited) |
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Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2023 and 2022 (unaudited) |
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Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022 (unaudited) |
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Notes to Financial Statements (unaudited) |
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| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 8 | |
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| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 15 | |
| ITEM 4. | CONTROLS AND PROCEDURES | 15 | |
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PART II - OTHER INFORMATION |
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| ITEM 1-A. | RISK FACTORS | 16 | |
| ITEM 6. | EXHIBITS | 18 | |
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SIGNATURES |
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SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
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September 30, 2023 |
December 31, 2022 |
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(unaudited) |
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CURRENT ASSETS |
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Cash, cash equivalents, and restricted cash |
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Investments |
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Accounts receivable |
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Non-Compete receivable |
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Inventories |
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Income tax receivable |
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Prepaid expenses |
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Total current assets |
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PROPERTY AND EQUIPMENT, net of accumulated depreciation and amortization of $ |
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TOTAL ASSETS |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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CURRENT LIABILITIES |
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Accounts payable |
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Customer deposits |
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Accrued expenses |
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Total current liabilities |
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TOTAL LIABILITIES |
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STOCKHOLDERS’ EQUITY |
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Preferred stock - $ |
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Common stock - $ |
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Additional paid-in capital |
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Accumulated deficit |
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TOTAL STOCKHOLDERS’ EQUITY |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
$ | $ | ||||||
See accompanying notes to condensed consolidated financial statements.
SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
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For the Three Months Ended September 30, |
For the Nine Months Ended September 30, |
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2023 |
2022 |
2023 |
2022 |
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REVENUE |
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COST OF REVENUE |
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GROSS PROFIT |
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SELLING, GENERAL AND ADMINISTRATIVE EXPENSES |
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OPERATING INCOME |
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OTHER INCOME |
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BAD DEBT RECOVERY |
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LIFE INSURANCE PROCEEDS |
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INTEREST INCOME |
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TOTAL OTHER INCOME |
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INCOME BEFORE INCOME TAX |
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INCOME TAX EXPENSE |
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INCOME FROM CONTINUING OPERATIONS |
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LOSS FROM DISCONTINUED OPERATIONS, net of income taxes |
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NET INCOME |
$ | $ | $ | $ | ||||||||||||
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Basic Net Income Per Common Share |
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Diluted Net Income Per Common Share |
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Weighted Average Number of Common Shares – Basic |
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Weighted Average Number of Common Shares - Diluted |
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See accompanying notes to condensed consolidated financial statements
SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES
STATEMENTS OF CONDENSED CONSOLIDATED STOCKHOLDERS' EQUITY
(UNAUDITED)
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Additional |
Total |
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Common Stock |
Paid-in |
Accumulated |
Stockholders’ |
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Shares |
Amount |
Capital |
Deficit |
Equity |
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BALANCE – January 1, 2022 |
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Issuance of additional Common Stock in connection with cashless exercise of options |
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Amortization of stock based compensation |
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Net loss |
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BALANCE – March 31, 2022 |
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Amortization of stock based compensation |
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Net income |
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BALANCE – June 30, 2022 |
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Amortization of stock based compensation |
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Net income |
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BALANCE – September 30, 2022 |
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Amortization of stock based compensation |
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Net income |
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BALANCE – June 30, 2023 |
$ | $ | $ | ( |
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Amortization of stock based compensation |
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Net income |
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BALANCE – September 30, 2023 |
$ | $ | $ | ( |
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See accompanying notes to condensed consolidated financial statements
SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
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Nine Months Ended September 30, |
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2023 |
2022 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net income |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
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Stock based compensation |
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Changes in operating assets and liabilities: |
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Accounts receivable, trade |
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Inventories |
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Income tax receivable |
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Prepaid expenses |
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Customer deposits |
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Accounts payable |
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Accrued expenses |
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TOTAL ADJUSTMENTS |
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NET CASH PROVIDED BY OPERATING ACTIVITIES |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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Purchase of investments |
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Purchase of property and equipment |
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NET CASH USED IN INVESTING ACTIVITIES |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Payment of right of use leases payable |
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Repayment of notes payable |
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NET CASH USED IN FINANCING ACTIVITIES |
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NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH |
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CASH, CASH EQUIVALENTS, AND RESTRICTED CASH – Beginning |
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CASH, CASH EQUIVALENTS, AND RESTRICTED CASH – Ending |
$ | $ | ||||||
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
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Reclassification of Inventory, Property, and Equipment, net, Right of use assets and |
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Goodwill to Assets held for sale |
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Cash paid during the periods for: |
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Interest |
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Income taxes |
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See accompanying notes to condensed consolidated financial statements.
SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of Saker Aviation Services, Inc. (the “Company”) and its 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 September 30, 2023 and the condensed consolidated statements of operations and cash flows for the three and nine months ended September 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 September 30, 2023 and its results of operations, stockholders’ equity, and cash flows for the three and nine months ended September 30, 2023 not misleading. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for any full year or any other interim period.
NOTE 2 – Liquidity and Material Agreements
As of September 30, 2023, we had cash and cash equivalents of $
On March 15, 2018, the Company entered into a loan agreement for a $
The Company has invested its excess working capital reserves in a high yield savings account and government backed securities with UBS Financial Services Inc. (“UBS”).
The Company was party to a Concession Agreement, dated as of November 1, 2008, with the City of New York for the operation of the Downtown Manhattan Heliport (the “Concession Agreement”). Pursuant to the terms of the Concession Agreement, the Company was required to pay the greater of
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
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
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 $
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
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 could be terminated at any time by the Commissioner of the DSBS or suspended at any time by the NYCEDC. The Company was required under the Use Agreement to remit a monthly administrative fee to the NYCEDC in the amount of $
On July 13, 2023, the DSBS was granted approval by the Franchise and Concession Review Committee to enter into an Interim Concession Agreement (the “Interim Agreement”) with the Company to provide for the continued operation of the Downtown Manhattan Heliport. The Interim Agreement, once executed, provides for one (1) term (the “Initial Period”), with two (2) options to renew (the “Renewal Periods”). The Company will be required to pay the greater of $
On November 13, 2023, the DBS and NYCEDC released the new RFP. The Interim Agreement, once executed, will govern the Company’s operation of the Downtown Manhattan Heliport until the RFP process is concluded and an operator selected unless terminated earlier pursuant to its terms.
NOTE 3 - Summary of Significant Accounting Policies
Principles of Consolidation
The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, FirstFlight Heliports, LLC. All significant inter-company accounts and transactions have been eliminated in consolidation.
Cash, cash equivalents, and restricted cash
The Company maintains its cash and cash equivalents with various financial institutions which often exceeds federally insured limits. Cash equivalents represent money market funds and short term investments with original maturities of three months or less from the date of purchase. 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 September 30, 2023, there were no restrictions on cash or cash equivalents.
Investments
Investments held by the Company have readily determinable fair values and are reported at cost, which approximates fair value at September 30, 2023. On a monthly basis, realized gains and losses are determined by using the first-in first-out method and will be reported in other income and unrealized gains and losses will be reported in Other Comprehensive Income (Loss).
Investments consist of U.S. treasury Notes and Bills with maturities ranging from December 2023 to August 2024. Investments are not purchased with the intent of selling in the near term. However, from time to time, the Company may decide to sell certain securities for liquidity, tax planning and other business purposes. Purchases and sales are recorded on a trade date basis and interest income is recorded when earned.
Net Income Per Common Share
Net income was $
The following table sets forth the components used in the computation of basic net income per share:
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For the Three Months Ended September 30, |
For the Nine Months Ended September 30, |
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2023 |
2022 |
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2022 |
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Weighted average common shares outstanding, basic |
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Common shares upon exercise of options and warrants |
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Weighted average common shares outstanding, diluted |
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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 nine months ended September 30, 2023 and 2022, the Company incurred stock-based compensation of $
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 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 $
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 $
GCK results of operations have been reported as discontinued operations in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2022.
Components of discontinued operations are as follows:
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For the three months ended Sept. 30, 2022 |
For the nine months ended Sept. 30, 2022 |
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Revenue |
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Cost of revenue |
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Gross profit |
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Operating expenses |
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Operating loss from discontinued operations |
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Interest expense |
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Net loss from discontinued operations |
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Basic and diluted net loss per common share |
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Weighted average number of shares outstanding, basic |
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Weighted average number of shares outstanding, diluted |
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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 “Interim Agreement”) with the Company to provide for the continued operation of the Downtown Manhattan Heliport. The Interim Agreement, once executed, provides for one (1) term (the “Initial Period”), with two (2) options to renew (the “Renewal Periods”). The Company will be required to pay the greater of $
On November 13, 2023, the DBS and NYCEDC released the new RFP. The Interim Agreement, once executed, will govern the Company’s operation of the Downtown Manhattan Heliport until the RFP process is concluded and an operator selected unless terminated earlier pursuant to its terms.
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.
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.
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 “Anniversary Payment”) which was to be paid in cash upon the first anniversary of the Closing Date. At Crosby’s request, the Company agreed to extend the Anniversary Payment until November 15, 2023.. GCK results of operations have been reported as discontinued operations in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2022.
Comparison of Continuing Operations for the Three and Nine Months Ended September 30, 2023 and September 30, 2022.
REVENUE
Revenue from continuing operations decreased by 0.7 percent to $2,584,755 for the three months ended September 30, 2023 as compared with corresponding prior-year period revenue of $2,601,799.
For the three months ended September 30, 2023, revenue from continuing operations associated with the sale of jet fuel and related items increased by 10.8 percent to approximately $693,000 as compared to approximately $626,000 in the three months ended September 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 three months ended September 30, 2023, revenue from continuing operations associated with services and supply items increased by 1.8 percent to approximately $1,824,000 as compared to approximately $1,791,000 in the three months ended September 30, 2022.
For the three months ended September 30, 2023 all other revenue from continuing operations decreased by 63.2 percent to approximately $68,000 as compared to approximately $185,000 in the three months ended September 30, 2022. This decrease was attributable to a decrease in non-aeronautical revenue, including photo shoots and advertising, at our New York location compared to the same period last year.
Total revenue from continuing operations increased by 10.0 percent to $6,318,488 for the nine months ended September 30, 2023 as compared with corresponding prior-year period revenue of $5,744,342.
For the nine months ended September 30, 2023, revenue from continuing operations associated with the sale of jet fuel, aviation gasoline and related items increased by 17.3 percent to approximately $1,636,000 as compared to approximately $1,395,000 in the nine months ended September 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 nine months ended September 30, 2023, revenue from continuing operations associated with services and supply items increased by 11.2 percent to approximately $4,578,000 as compared to approximately $4,115,000 in the nine months ended September 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 nine months ended September 30, 2023, all other revenue from continuing operations decreased by 55.4 percent to approximately $104,000 as compared to approximately $233,000 in the nine months ended September 30, 2022. This decrease was attributable to a decrease in non-aeronautical revenue, including photo shoots and advertising, at our Heliport compared to the same period last year.
COST OF REVENUE
Total cost of revenue from continuing operations decreased by 44.8 percent to $557,256 in the three months ended September 30, 2023 as compared to $1,009,247 in the three months ended September 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 17.8 percent to $1,876,428 in the nine months ended September 30, 2023 as compared to $2,283,422 in the nine months ended September 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 27.3 percent to $2,027,499 in the three months ended September 30, 2023 as compared with $1,592,552 in the three months ended September 30, 2022. Gross margin was 78.4 percent in the three months ended September 30, 2023 as compared to 61.2 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 28.3 percent to $4,442,060 in the nine months ended September 30, 2023 as compared to $3,460,920 in the nine months ended September 30, 2022. Gross margin increased to 70.3 percent in the nine months ended September 30, 2023 as compared to 60.2 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 $336,000 in the three months ended September 30, 2023, representing a decrease of approximately $741,000 or 68.8 percent, as compared to the same period in 2022. The decrease in SG&A expenses for the three months ended September 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 nine months ended September 30, 2023 were approximately $1,530,000, representing a decrease of approximately $972,000 or 38.8 percent, as compared to the same period in 2022. The decrease in SG&A operating expenses for the nine months ended September 30, 2023 were primarily attributable to the expiration of the management agreement with Empire Aviation, effective April 30, 2023.
Corporate SG&A from continuing operations was approximately $143,000 for the three months ended September 30, 2023, representing an increase of approximately $34,000 as compared with the corresponding prior year period. Corporate SG&A was approximately $500,000 for the nine months ended September 30, 2023, representing an increase of approximately $92,000 as compared with the corresponding prior year period. The increase in the three and nine 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 three months ended September 30, 2023 was $1,548,699 as compared to operating income of $406,736 in the three months ended September 30, 2022. Operating income from continuing operations for the nine months ended September 30, 2023 was $2,412,043 as compared to operating income of $551,778 in the nine months ended September 30, 2022. The increase in operating income was primarily attributable to the items discussed above.
Depreciation and Amortization
Depreciation and amortization was $12,535 and $101,181 for the nine months ended September 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 nine months ended September 30, 2023 and 2022 was $0 and $18,000, 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 nine months ended September 30, 2023 was $212,000 as compared to $125,000 in the same period in 2022. Bad Debt Recovery in both periods relates to tenant operators who ceased operating in prior years and returned to the heliport with the requirement to pay amounts that were unpaid and previously written off by the Company.
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 nine months ended September 30, 2023 and 2022 was $143,246 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 and U.S government backed securities with UBS Financial Services Inc. (“UBS”).
Income Tax
Income tax expense for the nine months ended September 30, 2023 and 2022 was $1,003,000 and $240,000, respectively. Income tax expense was primarily higher in 2023 as compared to 2022 due to an increase in net taxable income in 2023 compared to the same period in 2022.
Net Income Per Share
Net income from continuing operations was $1,764,289 and $903,992 for the nine months ended September 30, 2023 and 2022, respectively. The increase in net income year over year was primarily attributable to the items discussed above.
Basic net income per share for the nine months ended September 30, 2023 and 2022 was $1.81 and $.93, respectively. Diluted net income per share for the nine months ended September 30, 2023 and 2022 was $1.78 and $0.91, respectively.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2023, we had cash and cash equivalents of $6,157,409 and a working capital surplus of $7,569,995. We generated revenue from continuing operations of $6,318,488 and had net income of $1,764,289 for the nine months ended September 30, 2023. For the nine months ended September 30, 2023, cash flows included net income of $1,764,289, cash provided by operating activities of $2,629,098, and cash used in investing activities of $2,448,846.
On March 15, 2018, the Company entered into a loan agreement for a $1,000,000 revolving line of credit (the “Key Bank Revolver Note”) which, at the discretion of the Bank, provides for the Company to borrow up to $1,000,000 for working capital and general corporate purposes. 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 September 30, 2023 or 2022.
The Company has invested its excess working capital reserves in a high yield savings account and government backed securities with UBS Financial Services Inc. (“UBS”).
The Company was party to a Concession Agreement, dated as of November 1, 2008, with the City of New York for the operation of the Downtown Manhattan Heliport. 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 June 30, 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. The Company's internal management team and heliport employees have taken over all duties relating to the management of the heliport.
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 nine months ended September 30, 2023 and 2022, we incurred approximately $532,000 and $1,089,000 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 nine months ended September 30, 2023, the Company incurred $25,000 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 “Interim Agreement”) with the Company to provide for the continued operation of the Downtown Manhattan Heliport. The Interim Agreement, once executed, provides for one (1) six-month term (the “Initial Period”), with two (2) six-month options to renew (the “Renewal Periods”). The Company will be required to pay the greater of $1,036,811 or 30% of Gross Receipts during the Initial Term and the greater of $518,406 or 30% of Gross Receipts during both Renewal Periods. In addition to terminations for an event of default, the Interim Agreement can be terminated at any time by the Commissioner of the DSBS or suspended at any time by the NYCEDC. The Company expects the Interim Agreement to be finalized in November 2023.
On November 13, 2023, the DBS and NYCEDC released the new RFP. The Interim Agreement, once executed, will govern the Company’s operation of the Downtown Manhattan Heliport until the RFP process is concluded and an operator selected unless terminated earlier pursuant to its terms.
During the nine months ended September 30, 2023, we had a net increase in cash of $180,252. Our sources and uses of funds during this period were as follows:
Cash from Operating Activities
For the nine months ended September 30, 2023, net cash provided by operating activities was $2,629,098. This amount included an increase in operating cash related to net income of $1,764,289 and additions for the following items: (i) depreciation and amortization, $12,535; (ii) stock based compensation, $76,500; (iii) accounts receivable, trade, $3,928; (iv) inventory, $7,438; (v) prepaid expenses, $7,874; and (vi) customer deposits, $50,246; (vii) accounts payable, $312,688; and (viii) accrued expenses, $393,600.
For the nine months ended September 30, 2022, net cash provided by operating activities was $2,321,290. This amount included an increase in operating cash related to net income of $903,992 and additions for the following items: (i) depreciation and amortization, $101,181; (ii) stock based compensation, $34,497; (iii) inventories, 13,437; (iv) income tax receivable, $573,679; (v) prepaid expenses, $268,564; (vi) customer deposits, $124,079; (vii) accounts payable, $341,989; and (viii) accrued expenses, $25,582. These increases in operating activities were offset by an increase in accounts receivable, trade, of $65,710.
Cash from Investing Activities
For the nine months ended September 30, 2023, net cash of $2,448,846 was used in investing activities for the purchase of investments of $2,425,854 and the purchase of property and equipment of $22,992. For the nine months ended September 30, 2022, net cash of $9,680 used in investing activities for the purchase of property and equipment.
Cash from Financing Activities
For the nine months ended September 30, 2023, there was no cash used in, or provided by, financing activities. For the nine months ended September 30, 2022, net cash of $43,847 was used in financing activities for the following items: (i) payment of right of use leases, $34,041; and (ii) repayment of notes payable, $9,806.
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:
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our continued operation of the Downtown Manhattan Heliport pursuant to the Use Agreement; |
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the RFP process conducted by the NYCEDC for operation of the Downtown Manhattan Heliport; |
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our negotiations with the NYCEDC regarding an additional agreement to govern our operation of the Downtown Manhattan Heliport during the RFP process; |
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our ability to secure the additional debt or equity financing, if required, to execute our business plan; and |
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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.
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.
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 Interim 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.
On July 13, 2023, the DSBS was granted approval by the Franchise and Concession Review Committee to enter into an Interim Concession Agreement (the “Interim Agreement”) with the Company to provide for the continued operation of the Downtown Manhattan Heliport. The Interim Agreement, once executed, provides for one (1) six-month term (the “Initial Period”), with two (2) six-month options to renew (the “Renewal Periods”). The Company will be required to pay the greater of $1,036,811 or 30% of Gross Receipts during the Initial Term and the greater of $518,406 or 30% of Gross Receipts during both Renewal Periods. In addition to terminations for an event of default, the Interim Agreement can be terminated at any time by the Commissioner of the DSBS or suspended at any time by the NYCEDC. The Company expects the Interim Agreement to be finalized in November 2023.
On November 13, 2023, the DBS and NYCEDC released the new RFP. The Interim Agreement, once executed, will govern the Company’s operation of the Downtown Manhattan Heliport until the RFP process is concluded and an operator selected unless terminated earlier pursuant to its terms.
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 will be adversely affected as we would be required to cease our operations at the Downtown Manhattan Heliport.
If we are not awarded the contract to operate the Downtown Manhatan Heliport through the new RFP, our operations will be materially adversely affected.
We currently operate the Downtown Manhattan Heliport pursuant to the Use Agreement. The NYCEDC initiated a new RFP to govern the use of the Downtown Manhattan Heliport. There is no guarantee that the proposal we submit to the new RFP will be selected and that we will be awarded the contract to operate the Downtown Manhattan Heliport. If our proposal to the new RFP is not chosen, our business will be materially adversely affected as we would be required to cease our operations at the Downtown Manhattan Heliport.
Bank failures or other events effecting financial institutions could adversely affect our liquidity and financial performance.
We currently maintain a portion 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.
Item 6 - Exhibits
| 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
** Furnished herewith
+ Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish a copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request
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.
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Saker Aviation Services, Inc. |
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Date: November 20, 2023 |
By: |
/s/ Samuel Goldstein |
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Samuel Goldstein |
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President, Chief Executive Officer, Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer |
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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:
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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; |
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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; |
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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 |
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: November 20, 2023 | |
| By: /s/ Samuel Goldstein | |
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Samuel Goldstein Chief Executive Officer (principal executive officer) |
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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:
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(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; |
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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; |
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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 |
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(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):
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(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 |
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(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: November 20, 2023 | |
| By: /s/ Samuel Goldstein | |
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Samuel Goldstein President (principal financial officer) |
EXHIBIT 32.1
Section 1350 Certification
Pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (“Section 906”), Samuel Goldstein, the Chief Executive Officer (principal executive officer) and President (principal financial officer) of Saker Aviation Services, Inc., does hereby certify that:
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The Quarterly Report on Form 10-Q for the nine months ended September 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 |
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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. |
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Date: November 20, 2023
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By: |
/s/ Samuel Goldstein |
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Samuel Goldstein |
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Chief Executive Officer (principal executive officer) |
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Date: November 20, 2023
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By: |
/s/ Samuel Goldstein |
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Samuel Goldstein |
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President (principal financial officer) |