Note 2 - Liquidity and Material Agreements |
6 Months Ended |
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Jun. 30, 2025 | |
Notes to Financial Statements | |
Going Concern Disclosure [Text Block] |
NOTE 2 – Liquidity and Material Agreements
As of June 30, 2025, we had cash and cash equivalents of $5,073,343 and a working capital surplus of $8,979,820. For the six months ended June 30, 2025, we generated revenue from operations of $1,260,756 and had a net loss of $(780,939). For the six months ended June 30, 2025, cash flows included net cash used in operating activities of $171,795, which included net loss of $(780,939), and cash used in investing activities of $53,584.
On March 15, 2018, the Company entered into a loan agreement for a $1,000,000 revolving line of credit (the “Key Bank Revolver Note”) which, at the discretion of the Bank, provides for the Company to borrow up to $1,000,000 for working capital and general corporate purposes. On November 22, 2023, the Bank reduced the amount available under the Key Bank Revolver Note to $500,000. This revolving line of credit is a demand note with no stated maturity date. Borrowings under the Key Bank Revolver Note will bear interest at a rate per annum equal to Daily Simple 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 amounts due under the Key Bank Revolver Note at June 30, 2025 or 2024.
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”).
On February 10, 2025, the Company entered into a Covenant Not To Compete agreement (the “Covenant Agreement”) with Brian Tolbert, the manager of the Downtown Manhattan Heliport (the “Receiving Party”). The Covenant Agreement provides for payments beginning in April 2025 totaling $276,923 over the next 18 months, provided the Receiving Party does not disclose any confidential information to, or accept employment with, the new operator of the Heliport or any of its subsidiaries. The Company has recorded the liability and expense in the Company’s Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Operation.
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.
The term of the Concession Agreement was subsequently extended by the City through April 30, 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 had a term of one year. The Company was required under the Use Agreement to remit a monthly administrative fee to NYCEDC in the amount of $5,000.
On July 13, 2023, the DSBS was granted approval by the Franchise and Concession Review Committee to enter into an Interim Concession Agreement (the “Interim Agreement”) with the Company to provide for the continued operation of the Downtown Manhattan Heliport. The Interim Agreement became effective on December 12, 2023 and provided for one (1) term (the “Initial Period”), with two (2) options to renew (the “Renewal Periods”). The Company was required to pay the greater of $1,036,811 or 30% of Gross Receipts during the Initial Term and the greater of $518,406 or 30% of Gross Receipts during both Renewal Periods. On April 30, 2024, the Company received notice from DSBS of its exercise of the first of the two six-month renewal options extending the term of the Interim Agreement through December 12, 2024. On October 18, 2024, the Company received notice from DSBS of its exercise of the second of the two six-month renewal options extending the term of the Interim Concession Agreement through June 12, 2025. During the six months ended June 30, 2025 and 2024, we incurred approximately $412,000 and $1,211,000 in fees under the Interim Agreement, respectively.
On November 13, 2023, the DBS and NYCEDC released the new Request for Proposals (“RFP”). The Company submitted a timely proposal in compliance with the terms of the RFP.
The Company was notified by the NYCEDC on November 20, 2024 that it intended to award the concession agreement for the operation of the Downtown Manhattan Heliport to another company. On March 4, 2025, the Company was notified that NYCEDC would be terminating the Concession Agreement effective March 29, 2025. Pursuant to the termination, the Company vacated and ceased use of the Heliport on that date. As part of the Interim Agreement, the Company was required to leave certain assets at the heliport. The Company wrote off the remaining assets at the heliport, net of depreciation, in the first quarter of 2025. The Company had no operations during the quarter ended June 30, 2025. |