Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For The Quarterly Period Ended September 30, 2023

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

For the transition period from _______________ to ________________

Commission File Number: 000-52593

SAKER AVIATION SERVICES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada	87-0617649
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

20 South Street, Pier 6 East River, New York, NY	10004
(Address of principal executive offices)	(Zip Code)

(212) 776-4046

(Registrant’s telephone number, including area code)

N/A

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

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

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

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.05 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☐

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

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

Yes ☐ No ☒

As of November 20, 2023, the registrant had 976,330 shares of its common stock, $0.03 par value, issued and outstanding.

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

Form 10-Q

September 30, 2023

Index

PART I - FINANCIAL INFORMATION
			Page
	ITEM 1.	CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

		Balance Sheets as of September 30, 2023 (unaudited) and December 31, 2022	1

		Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022 (unaudited)	2

		Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2023 and 2022 (unaudited)	3

		Statements of Cash Flows for the Nine Months Ended September 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	15

	ITEM 4.	CONTROLS AND PROCEDURES	15

PART II - OTHER INFORMATION			16

	ITEM 1-A.	RISK FACTORS	16

	ITEM 6.	EXHIBITS	18

SIGNATURES			18

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2023			December 31, 2022
	(unaudited)
ASSETS
CURRENT ASSETS
Cash, cash equivalents, and restricted cash	$	6,157,409		$	5,977,157
Investments		2,425,854			0
Accounts receivable		240,615			244,543
Non-Compete receivable		160,000			160,000
Inventories		6,113			13,551
Income tax receivable		119,899			119,899
Prepaid expenses		347,039			354,913
Total current assets		9,456,929			6,870,063

PROPERTY AND EQUIPMENT, net of accumulated depreciation and amortization of $3,123,997 and $3,111,462 respectively		53,319			42,862

TOTAL ASSETS	$	9,510,248		$	6,912,925

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable	$	641,193		$	328,505
Customer deposits		254,879			204,633
Accrued expenses		990,862			597,262
Total current liabilities		1,886,934			1,130,400

TOTAL LIABILITIES		1,886,934			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 September 30, 2023 and December 31, 2022		29,290			29,290
Additional paid-in capital		19,889,294			19,812,794
Accumulated deficit		(12,295,270	)		(14,059,559	)
TOTAL STOCKHOLDERS’ EQUITY		7,623,314			5,782,525
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	9,510,248		$	6,912,925

See accompanying notes to condensed consolidated financial statements.

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2023		2022		2023		2022

REVENUE	$	2,584,755	$	2,601,799	$	6,318,488	$	5,744,342

COST OF REVENUE		557,256		1,009,247		1,876,428		2,283,422

GROSS PROFIT		2,027,499		1,592,552		4,442,060		3,460,920

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		478,800		1,185,816		2,030,017		2,909,142

OPERATING INCOME		1,548,699		406,736		2,412,043		551,778

OTHER INCOME
BAD DEBT RECOVERY		212,000		0		212,000		125,000
LIFE INSURANCE PROCEEDS		0		0		0		500,000
INTEREST INCOME		79,892		0		143,246		0
TOTAL OTHER INCOME		291,892		0		355,246		625,000

INCOME BEFORE INCOME TAX		1,840,591		406,736		2,767,289		1,176,778

INCOME TAX EXPENSE		668,000		141,000		1,003,000		240,000

INCOME FROM CONTINUING OPERATIONS		1,172,591		265,736		1,764,289		936,778

LOSS FROM DISCONTINUED OPERATIONS, net of income taxes		0		52,634		0		32,786

NET INCOME	$	1,172,591	$	213,102	$	1,764,289	$	903,992

Basic Net Income Per Common Share	$	1.20	$	0.22	$	1.81	$	0.93

Diluted Net Income Per Common Share	$	1.18	$	0.22	$	1.78	$	0.91

Weighted Average Number of Common Shares – Basic		976,330		976,330		976,330		975,953

Weighted Average Number of Common Shares - Diluted		992,711		988,795		993,857		988,418

See accompanying notes to condensed consolidated financial statements

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

Amortization of stock based compensation						11,499						11,499

Net income									213,102			213,102

BALANCE – September 30, 2022		976,330	$	29,290	$	19,775,296		$	(14,402,188	)	$	5,402,398

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

Amortization of stock based compensation						25,500						25,500

Net income									1,172,591			1,172,591

BALANCE – September 30, 2023		976,330	$	29,290	$	19,889,294		$	(12,295,270	)	$	7,623,314

See accompanying notes to condensed consolidated financial statements

SAKER AVIATION SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended September 30,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	1,764,289		$	903,992
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		12,535			101,181
Stock based compensation		76,500			34,497
Changes in operating assets and liabilities:
Accounts receivable, trade		3,928			(65,710	)
Inventories		7,438			13,437
Income tax receivable		0			573,679
Prepaid expenses		7,874			268,564
Customer deposits		50,246			124,079
Accounts payable		312,688			341,989
Accrued expenses		393,600			25,582
TOTAL ADJUSTMENTS		864,809			1,417,298

NET CASH PROVIDED BY OPERATING ACTIVITIES		2,629,098			2,321,290

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investments		(2,425,854	)		0
Purchase of property and equipment		(22,992	)		(9,680	)
NET CASH USED IN INVESTING ACTIVITIES		(2,448,846	)		(9,680	)

CASH FLOWS FROM FINANCING ACTIVITIES
Payment of right of use leases payable		0			(34,041	)
Repayment of notes payable		0			(9,806	)
NET CASH USED IN FINANCING ACTIVITIES		0			(43,847	)

NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH		180,252			2,267,763

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH – Beginning		5,977,157			2,446,906
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH – Ending	$	6,157,409		$	4,714,669


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Reclassification of Inventory, Property, and Equipment, net, Right of use assets and	$	0		$	1,175,706
Goodwill to Assets held for sale
Cash paid during the periods for:
Interest	$	0		$	17,965
Income taxes	$	637,513		$	194,006

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 $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 (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 June 30, 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. 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 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 $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.

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 $1,764,289 and $903,992 for the nine months ended September 30, 2023 and 2022, respectively. Net income was $1,172,591 and $213,102 for the three months ended September 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 September 30,				For the Nine Months Ended September 30,
	2023		2022		2023		2022
Weighted average common shares outstanding, basic		976,330		976,330		976,330		975,953
Common shares upon exercise of options and warrants		16,381		12,465		17,527		12,465
Weighted average common shares outstanding, diluted		992,711		988,795		993,857		988,418

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 $76,500 and $34,497, 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 September 30, 2023, the unamortized fair value of the options totaled $25,500 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 was to be paid in cash upon the first anniversary (“Anniversary Payment” of the Closing Date subject to GCK’s and our compliance with the Non-Compete, pursuant to the Transfer Agreement. At Crosby’s request, the Company agreed to extend the due date on the Anniversary Payment to November 15, 2023 which was received by the Company on that date.

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:

	For the three months ended Sept. 30, 2022			For the nine months ended Sept. 30, 2022

Revenue	$	1,165,101		$	3,296,055
Cost of revenue		1,040,797			2,832,759
Gross profit		124,304			463,296
Operating expenses		170,748			478,117
Operating loss from discontinued operations		(46,444	)		(14,821	)
Interest expense		6,190			17,965
Net loss from discontinued operations	$	(52,634	)	$	(32,786	)
Basic and diluted net loss per common share		(0.05	)		(0.03	)
Weighted average number of shares outstanding, basic		976,330			975,953
Weighted average number of shares outstanding, diluted		988,795			988,418

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

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

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.

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.

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.

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:

●

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

●

the RFP process 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 the RFP process;

●

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.

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.

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

Exhibit No.		Description of Exhibit
10.1+		Temporary Use Authorization Agreement by and between FirstFlight Heliports, LLC and the City of New York by and through the New York City of Department of Small Business Services, effective as of May 1, 2023 incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 4, 2023.

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

** 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.

	Saker Aviation Services, Inc.


Date: November 20, 2023	By:	/s/ Samuel Goldstein
		Samuel Goldstein
		President, Chief Executive Officer, Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer

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: November 20, 2023

By: /s/ Samuel Goldstein
Samuel Goldstein Chief Executive Officer (principal executive officer)

EXHIBIT 31.2

Certification of President

(principal financial officer)

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

I, Samuel Goldstein, certify that:

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

(a)

(b)

(c)

(d)

(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
Samuel Goldstein President (principal financial officer)

EXHIBIT 32.1

Section 1350 Certification

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

1.	The Quarterly Report on Form 10-Q for the 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

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

Date: November 20, 2023	By:	/s/ Samuel Goldstein
		Samuel Goldstein
		Chief Executive Officer (principal executive officer)
Date: November 20, 2023	By:	/s/ Samuel Goldstein
		Samuel Goldstein
		President (principal financial officer)

Document And Entity Information - shares	9 Months Ended
Document And Entity Information - shares	Sep. 30, 2023	Nov. 20, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 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	Q3
Amendment Flag	false

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
CURRENT ASSETS
Cash, cash equivalents, and restricted cash	$ 6,157,409	$ 5,977,157
Investments	2,425,854	0
Accounts receivable	240,615	244,543
Non-Compete receivable	160,000	160,000
Inventories	6,113	13,551
Income tax receivable	119,899	119,899
Prepaid expenses	347,039	354,913
Total current assets	9,456,929	6,870,063
PROPERTY AND EQUIPMENT, net of accumulated depreciation and amortization of $3,123,997 and $3,111,462 respectively	53,319	42,862
TOTAL ASSETS	9,510,248	6,912,925
CURRENT LIABILITIES
Accounts payable	641,193	328,505
Customer deposits	254,879	204,633
Accrued expenses	990,862	597,262
Total current liabilities	1,886,934	1,130,400
TOTAL LIABILITIES	1,886,934	1,130,400
STOCKHOLDERS’ EQUITY
Common stock - $0.03 par value; authorized 3,333,334; 976,330 shares issued and outstanding at September 30, 2023 and December 31, 2022	29,290	29,290
Additional paid-in capital	19,889,294	19,812,794
Accumulated deficit	(12,295,270)	(14,059,559)
TOTAL STOCKHOLDERS’ EQUITY	7,623,314	5,782,525
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 9,510,248	$ 6,912,925

Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment, Ending Balance	$ 3,123,997	$ 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

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
REVENUE	$ 2,584,755	$ 2,601,799	$ 6,318,488	$ 5,744,342
COST OF REVENUE	557,256	1,009,247	1,876,428	2,283,422
GROSS PROFIT	2,027,499	1,592,552	4,442,060	3,460,920
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES	478,800	1,185,816	2,030,017	2,909,142
OPERATING INCOME	1,548,699	406,736	2,412,043	551,778
OTHER INCOME
BAD DEBT RECOVERY	212,000	0	212,000	125,000
LIFE INSURANCE PROCEEDS	0	0	0	500,000
INTEREST INCOME	79,892	0	143,246	0
TOTAL OTHER INCOME	291,892	0	355,246	625,000
INCOME BEFORE INCOME TAX	1,840,591	406,736	2,767,289	1,176,778
INCOME TAX EXPENSE	668,000	141,000	1,003,000	240,000
INCOME FROM CONTINUING OPERATIONS	1,172,591	265,736	1,764,289	936,778
LOSS FROM DISCONTINUED OPERATIONS, net of income taxes	(0)	(52,634)	(0)	(32,786)
NET INCOME	$ 1,172,591	$ 213,102	$ 1,764,289	$ 903,992
Basic Net Income Per Common Share (in dollars per share)	$ 1.2	$ 0.22	$ 1.81	$ 0.93
Diluted Net Income Per Common Share (in dollars per share)	$ 1.18	$ 0.22	$ 1.78	$ 0.91
Weighted Average Number of Common Shares – Basic (in shares)	976,330	976,330	976,330	975,953
Weighted Average Number of Common Shares - Diluted (in shares)	992,711	988,795	993,857	988,418

Statements of Condensed Consolidated Stockholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
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 income (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 income (loss)				903,992
BALANCE (in shares) at Sep. 30, 2022	976,330
BALANCE at Sep. 30, 2022	$ 29,290	19,775,296	(14,402,188)	5,402,398
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 income (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
Amortization of stock based compensation		11,499		11,499
Net income (loss)			213,102	213,102
BALANCE (in shares) at Sep. 30, 2022	976,330
BALANCE at Sep. 30, 2022	$ 29,290	19,775,296	(14,402,188)	5,402,398
Amortization of stock based compensation		25,500		25,500
Net income (loss)			692,428	692,428
BALANCE (in shares) at Jun. 30, 2023	976,330
BALANCE at Jun. 30, 2023	$ 29,290	19,863,794	(13,467,861)	6,425,223
BALANCE at Dec. 31, 2022				5,782,525
Net income (loss)				1,764,289
BALANCE (in shares) at Sep. 30, 2023	976,330
BALANCE at Sep. 30, 2023	$ 29,290	19,889,294	(12,295,270)	7,623,314
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
Amortization of stock based compensation		25,500		25,500
Net income (loss)			1,172,591	1,172,591
BALANCE (in shares) at Sep. 30, 2023	976,330
BALANCE at Sep. 30, 2023	$ 29,290	$ 19,889,294	$ (12,295,270)	$ 7,623,314

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended			9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Jun. 30, 2023	Sep. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$ 1,172,591	$ 213,102	$ (31,152)	$ 1,764,289	$ 692,428	$ 903,992
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization				12,535		101,181
Stock based compensation				76,500		34,497
Changes in operating assets and liabilities:
Accounts receivable, trade				3,928		(65,710)
Inventories				7,438		13,437
Income tax receivable				0		573,679
Prepaid expenses				7,874		268,564
Customer deposits				50,246		124,079
Accounts payable				312,688		341,989
Accrued expenses				393,600		25,582
TOTAL ADJUSTMENTS				864,809		1,417,298
NET CASH PROVIDED BY OPERATING ACTIVITIES				2,629,098		2,321,290
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investments				(2,425,854)		0
Purchase of property and equipment				(22,992)		(9,680)
NET CASH USED IN INVESTING ACTIVITIES				(2,448,846)		(9,680)
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of right of use leases payable				0		(34,041)
Repayment of notes payable				0		(9,806)
NET CASH USED IN FINANCING ACTIVITIES				0		(43,847)
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH				180,252		2,267,763
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH – Beginning			$ 2,446,906	5,977,157	$ 4,714,669	2,446,906
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH – Ending	$ 6,157,409	$ 4,714,669		6,157,409		4,714,669
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Reclassification of Inventory, Property, and Equipment, net, Right of use assets and				0		1,175,706
Interest				0		17,965
Income taxes				$ 637,513		$ 194,006

Note 1 - Basis of Presentation

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Basis of Accounting [Text Block]

NOTE 1 - Basis of Presentation

Note 2 - Liquidity and Material Agreements

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Going Concern Disclosure [Text Block]

NOTE 2 – Liquidity and Material Agreements

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”).

Note 3 - Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Significant Accounting Policies [Text Block]

NOTE 3 - Summary of Significant Accounting Policies

Principles of Consolidation

Cash, cash equivalents, and restricted cash

Investments

Net Income Per Common Share

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

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2023		2022		2023		2022
Weighted average common shares outstanding, basic		976,330		976,330		976,330		975,953
Common shares upon exercise of options and warrants		16,381		12,465		17,527		12,465
Weighted average common shares outstanding, diluted		992,711		988,795		993,857		988,418

Stock-Based Compensation

Note 4 - Discontinued Operations

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

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

NOTE 4 – Discontinued Operations

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:

	For the three months ended Sept. 30, 2022			For the nine months ended Sept. 30, 2022

Revenue	$	1,165,101		$	3,296,055
Cost of revenue		1,040,797			2,832,759
Gross profit		124,304			463,296
Operating expenses		170,748			478,117
Operating loss from discontinued operations		(46,444	)		(14,821	)
Interest expense		6,190			17,965
Net loss from discontinued operations	$	(52,634	)	$	(32,786	)
Basic and diluted net loss per common share		(0.05	)		(0.03	)
Weighted average number of shares outstanding, basic		976,330			975,953
Weighted average number of shares outstanding, diluted		988,795			988,418

Note 5 - Litigation

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Legal Matters and Contingencies [Text Block]

NOTE 5 – Litigation

Note 6 - Subsequent Events

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Subsequent Events [Text Block]

NOTE 6 – Subsequent Events

Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Consolidation, Policy [Policy Text Block]

Principles of Consolidation

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash, cash equivalents, and restricted cash

Investment, Policy [Policy Text Block]

Investments

Earnings Per Share, Policy [Policy Text Block]

Net Income Per Common Share

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

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2023		2022		2023		2022
Weighted average common shares outstanding, basic		976,330		976,330		976,330		975,953
Common shares upon exercise of options and warrants		16,381		12,465		17,527		12,465
Weighted average common shares outstanding, diluted		992,711		988,795		993,857		988,418

Share-Based Payment Arrangement [Policy Text Block]

Stock-Based Compensation

Note 3 - Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2023

Notes Tables

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

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2023		2022		2023		2022
Weighted average common shares outstanding, basic		976,330		976,330		976,330		975,953
Common shares upon exercise of options and warrants		16,381		12,465		17,527		12,465
Weighted average common shares outstanding, diluted		992,711		988,795		993,857		988,418

Note 4 - Discontinued Operations (Tables)

9 Months Ended

Sep. 30, 2023

Notes Tables

Disposal Groups, Including Discontinued Operations [Table Text Block]

	For the three months ended Sept. 30, 2022			For the nine months ended Sept. 30, 2022

Revenue	$	1,165,101		$	3,296,055
Cost of revenue		1,040,797			2,832,759
Gross profit		124,304			463,296
Operating expenses		170,748			478,117
Operating loss from discontinued operations		(46,444	)		(14,821	)
Interest expense		6,190			17,965
Net loss from discontinued operations	$	(52,634	)	$	(32,786	)
Basic and diluted net loss per common share		(0.05	)		(0.03	)
Weighted average number of shares outstanding, basic		976,330			975,953
Weighted average number of shares outstanding, diluted		988,795			988,418

Note 2 - Liquidity and Material Agreements (Details Textual)				2 Months Ended	3 Months Ended				7 Months Ended	9 Months Ended			12 Months Ended
	Jul. 13, 2023 USD ($)	Apr. 28, 2023 USD ($)	Nov. 01, 2008 USD ($)	Mar. 15, 2018 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Jun. 30, 2022 USD ($)	Mar. 31, 2022 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2015	Dec. 31, 2022 USD ($)
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents					$ 6,157,409					$ 6,157,409				$ 5,977,157
Working Capital					7,569,995					7,569,995
Revenue from Contract with Customer, Including Assessed Tax					2,584,755	$ 2,601,799				6,318,488		$ 5,744,342
Net income					1,172,591	213,102	$ 722,042	$ (31,152)		1,764,289	$ 692,428	903,992
Net Cash Provided by (Used in) Operating Activities										2,629,098		2,321,290
Net Cash Provided by (Used in) Investing Activities										(2,448,846)		(9,680)
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		1,089,000
Administrative Fees Expense										25,000
Interim Agreement, Initial Term	6 months
Interim Agreement, Renewal Period	6 months
Amount Of Gross Receipts During Initial Term	$ 1,036,811
Percentage Of Gross Receipts During Initial Term	30.00%
Amount Of Gross Receipts During Both Renewal Periods	$ 518,406
Percentage Amount of Gross Receipts During Both Renewal Periods	30.00%
Concession Agreement [Member]
Percentage Payable Greater than Gross Receipts During Period			18.00%						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
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%

Note 3 - Summary of Significant Accounting Policies (Details Textual) - USD ($)	3 Months Ended				9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Jun. 30, 2023	Sep. 30, 2022
Net income (loss)	$ 1,172,591	$ 213,102	$ 722,042	$ (31,152)	$ 1,764,289	$ 692,428	$ 903,992
Net income	$ 1,172,591	$ 213,102	$ 722,042	$ (31,152)	1,764,289	$ 692,428	903,992
Share-Based Payment Arrangement, Noncash Expense					76,500		$ 34,497
Shares Based Compensation, Stock Options Unamortized Fair Value					$ 25,500
Share-based Compensation, Weighted Average Remaining Amortization Period					5 years

Note 3 - Summary of Significant Accounting Policies - Computation of Basic Net Income Per Share (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Weighted average common shares outstanding, basic (in shares)	976,330	976,330	976,330	975,953
Common shares upon exercise of options (in shares)	16,381	12,465	17,527	12,465
Weighted average common shares outstanding, diluted (in shares)	992,711	988,795	993,857	988,418

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

Note 4 - Discontinued Operations - Discontinued Operations (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Net income from discontinued operations	$ (0)	$ (52,634)	$ (0)	$ (32,786)
Weighted average common shares outstanding, basic (in shares)	976,330	976,330	976,330	975,953
Weighted average number of shares outstanding, diluted (in shares)	992,711	988,795	993,857	988,418
Discontinued Operations, Disposed of by Sale [Member] \| GCK [Member]
Revenue		$ 1,165,101		$ 3,296,055
Cost of revenue		1,040,797		2,832,759
Gross profit		124,304		463,296
Operating expenses		170,748		478,117
Operating income from discontinued operations		(46,444)		(14,821)
Interest expense		6,190		17,965
Net income from discontinued operations		$ (52,634)		$ (32,786)
Basic and diluted net income per common share (in dollars per share)		$ (0.05)		$ (0.03)
Weighted average common shares outstanding, basic (in shares)		976,330		975,953
Weighted average number of shares outstanding, diluted (in shares)		988,795		988,418

Note 6 - Subsequent Events (Details Textual)	Jul. 13, 2023 USD ($)
Interim Agreement, Initial Term	6 months
Interim Agreement, Renewal Period	6 months
Amount Of Gross Receipts During Initial Term	$ 1,036,811
Percentage Of Gross Receipts During Initial Term	30.00%
Amount Of Gross Receipts During Both Renewal Periods	$ 518,406
Percentage Amount of Gross Receipts During Both Renewal Periods	30.00%