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
or
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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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(State or other jurisdiction of |
(I.R.S. Employer |
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incorporation or organization) |
Identification No.) |
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nd Avenue, |
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(Address of principal executive offices) |
(Zip Code) |
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(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.
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 ☐ |
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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 August 14, 2026, the registrant had
SAKER AVIATION SERVICES, INC. AND SUBSIDIARY
Form 10-Q
June 30, 2026
Index
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ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
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Balance Sheets as of June 30, 2026 and December 31, 2025 (unaudited) |
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Statements of Operations for the Three and Six Months Ended June 30, 2026 and 2025 (unaudited) |
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Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2026 and 2025 (unaudited) |
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Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 (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 |
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
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ITEM 4. CONTROLS AND PROCEDURES |
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PART II - OTHER INFORMATION |
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ITEM 1. LEGAL PROCEEDINGS |
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ITEM 1-A. RISK FACTORS |
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ITEM 6. EXHIBITS |
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SIGNATURES |
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SAKER AVIATION SERVICES, INC. AND SUBSIDIARY |
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CONDENSED CONSOLIDATED BALANCE SHEETS |
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June 30, |
December 31, |
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ASSETS |
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CURRENT ASSETS |
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Cash and cash equivalents |
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Investments |
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Accounts receivable, net |
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Prepaid expenses |
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Total current assets |
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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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Deferred liability |
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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 |
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See accompanying notes to consolidated financial statements.
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SAKER AVIATION SERVICES, INC. AND SUBSIDIARY |
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
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For the Three Months Ended |
For the Six Months Ended |
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June 30, |
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REVENUE |
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COST OF REVENUE |
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GROSS (LOSS) PROFIT |
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SELLING, GENERAL AND ADMINISTRATIVE EXPENSES |
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OPERATING (LOSS) |
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OTHER INCOME (EXPENSE) |
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WRITE-OFF OF RELINQUISHED ASSETS, NET OF DEPRECIATION |
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INTEREST INCOME |
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REALIZED GAIN ON INVESTMENTS |
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TOTAL OTHER INCOME (EXPENSE) |
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(LOSS) FROM OPERATIONS |
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INCOME TAX EXPENSE |
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NET (LOSS) |
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Basic Net (Loss) Per Common Share |
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Diluted Net (Loss) 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 consolidated financial statements.
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SAKER AVIATION SERVICES, INC. AND SUBSIDIARY |
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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY FOR THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 |
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Additional |
Total |
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Common Stock |
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Stockholders’ |
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Deficit |
Equity |
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BALANCE – January 1, 2025 |
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Amortization of stock-based compensation |
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Net loss |
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BALANCE – March 31, 2025 |
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Amortization of stock-based compensation |
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Net loss |
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BALANCE – June 30, 2025 |
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BALANCE – January 1, 2026 |
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Amortization of stock-based compensation |
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Net loss |
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BALANCE – March 31, 2026 |
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Amortization of stock-based compensation |
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Net loss |
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BALANCE – June 30, 2026 |
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See accompanying notes to consolidated financial statements.
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SAKER AVIATION SERVICES, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS |
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For the Six Months Ended |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net Loss |
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Adjustments to reconcile net loss 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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Write-off of relinquished assets, net of depreciation |
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Realized gain on investments |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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Inventories |
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Prepaid expenses |
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TOTAL ADJUSTMENTS |
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NET CASH USED IN OPERATING ACTIVITIES |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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Purchase of investments |
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NET CASH USED IN INVESTING ACTIVITIES |
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NET CHANGE IN CASH |
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CASH – Beginning |
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CASH – Ending |
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
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Cash paid during the periods for income taxes |
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See accompanying notes to consolidated financial statements.
SAKER AVIATION SERVICES, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - Nature of Operations
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, 2025.
The condensed consolidated balance sheet as of June 30, 2026 and the condensed consolidated statements of operations and cash flows for the three and six months ended June 30, 2026 and 2025 have been prepared by the Company without audit. In the opinion of the Company’s management, all necessary adjustments (consisting of normal recurring accruals) have been included to make the Company’s financial position as of June 30, 2026 and its results of operations, stockholders’ equity, and cash flows for the six months ended June 30, 2026 not misleading. The results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for any full year or any other interim period.
NOTE 2 – Liquidity and Material Agreements
As of June 30, 2026, 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”).
On February 10, 2025, the Company entered 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 aggregate payments of $
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
On July 13, 2023, the New York City Department of Small Business Services, (“DSBS”), was granted approval by the Franchise and Concession Review Committee to enter into an Interim Concession Agreement (the “Interim Agreement”) with the Company to provide for the continued operation of the Downtown Manhattan Heliport. The Interim Agreement became effective upon registration with the Comptroller of the City of New York and commenced on December 12, 2023, the date set forth in a written notice to proceed received by the Company. The Interim Agreement 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 $
On April 30, 2024, the Company received notice from DSBS of its exercise of the first of the two six-month renewal options extending the term of the Interim Concession Agreement through December 12, 2024. 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, 2026 and 2025, we incurred approximately $
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 they 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 by NYCEDC 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 March 29, 2025.
On March 31, 2025, the Company filed a petition with the Supreme Court of the State of New York County of New York requesting among other things, an order directing the City of New York to produce non-privileged documentation related to its decision to award the Concession Agreement to Skyport, which the Company has already requested, and a judgement annulling the award of the Concession Agreement to Skyport and directing the city to award the Concession Agreement to another company. The petition alleges a number of misrepresentations made by Skyport to the city which the Company believes helped Skyport secure the Concession Agreement. Please see Note 4. Litigation for additional information.
NOTE 3 - Summary of Significant Accounting Policies
Principles of Consolidation
The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, FirstFlight Heliports, LLC. All significant inter-company accounts and transactions have been eliminated in consolidation.
Cash and cash equivalents
The Company maintains its cash with various financial institutions which often exceeds federally insured limits. The Company has not experienced any losses from maintaining cash accounts in excess of federally insured limits. As part of its cash management process, the Company periodically reviews the relative credit standing of these financial institutions.
Net Loss Per Common Share
Net loss 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 |
For the Six Months Ended |
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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 six months ended June 30, 2026 and 2025, 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 – Litigation
On November 20, 2024 the Company was notified by the NYCEDC that NYCEDC intends to award the Concession Agreement for the operation of the Downtown Manhattan Heliport to another company (“Skyport”). On March 31, 2025, the Company filed a petition with the Supreme Court of the State of New York County of New York requesting among other things, an order directing the City of New York to produce non-privileged documentation related to its decision to award the Concession Agreement to Skyport, which the Company has already requested, and a judgement annulling the award of the Concession Agreement to Skyport and directing the city to award the Concession Agreement to another company. The petition alleges a number of misrepresentations made by Skyport to the city which the Company believes helped Skyport secure the Concession Agreement. As of June 30, 2026, this litigation is still ongoing. The Company can make no assurance that we will be successful in the annulment of the Concession Agreement to Skyport.
NOTE 5 – Investments
Accounting principles generally accepted in the United States of America establish a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy are described below:
Level 1 – Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.
Level 2 – Inputs to the valuation methodology include:
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quoted prices for similar assets or liabilities in active markets; |
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quoted prices for identical or similar assets or liabilities in inactive markets; |
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inputs other than quoted prices that are observable for the asset or liability; |
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inputs that are derived principally from or corroborated by observable market data by correlation or by other means. |
Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
The fair value measurements and levels within the fair value hierarchy of these measurements for the assets reported at fair value on a recurring basis at June 30, 2026 and December 31, 2025 are U.S. Treasury Notes and Bills in the amount of $
The Company’s policy is to recognize transfers of investments into or out of Level 3 as of the date of the event or change in circumstances that caused the transfer. For the six months ended June 30, 2026 and twelve months ended December 31, 2025, there were no transfers of investments into or out of Level 3. There are no assets requiring the use of Level 3 inputs for the six months ended June 30, 2026 and twelve months ended December 31, 2025.
NOTE 6 – Related Parties
The law firm of Wachtel & Missry, LLP provides certain legal services to the Company and its subsidiaries from time to time. William B. Wachtel, Chairman of the Company’s Board of Directors, is a managing partner of this firm. During the six months ended June 30, 2026 and 2025, the Company was billed $
NOTE 7 – Subsequent Events
The Company has evaluated events and transactions subsequent to June 30, 2026, the balance sheet date, for items that should be potentially recognized or disclosed in these consolidated financial statements. The company determined that there were no material subsequent events. The evaluation was conducted through the date these consolidated financial statements were issued.
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, 2025.
The terms “we”, “us”, and “our” are used below to refer collectively to the Company and its subsidiary through which our business is conducted.
Overview
Saker Aviation Services, Inc. (“we,” “us,” “our” or the “Company”) 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”. We previously served as the operator of a heliport and currently provides strategic financial advisory services to clients.
As discussed throughout this document, we previously were the operator of the Downtown Manhattan (New York) Heliport until March 29, 2025. Our business activities at the Downtown Manhattan (New York) Heliport facility (the “Downtown Manhattan Heliport”) commenced in November 2008 when we were awarded the Concession Agreement by the City of New York to operate the Downtown Manhattan Heliport, which we assigned to our subsidiary, FirstFlight Heliports, LLC d/b/a Saker Aviation Services. As described in greater detail below, we no longer operate the Downtown Manhattan Heliport.
Beginning in December 2025, we commenced providing strategic financial advisory services to clients.
REVENUE AND OPERATING RESULTS
Comparison of Operations for the Three and Six Months Ended June 30, 2026 and June 30, 2025.
REVENUE
For the three months ended June 30, 2026, revenue from operations consisted of $15,000 from providing financial advisory services. For the three months ended June 30, 2025, the Company did not recognize any revenue from operations. For the six months ended June 30, 2026, revenue from operations consisted of $30,000 from providing financial advisory services. For the six months ended June 30, 2025, revenue from operations associated with the Downtown Manhattan Heliport was $1,260,756, consisting of approximately $297,000 from the sale of jet fuel, approximately $937,000 from services and supply items, and approximately $27,000 from all other revenue. The significant decrease in revenue year over year is attributable to the Company ceasing operations at the Downtown Manhattan Heliport on March 29, 2025. Accordingly, revenues for the 2026 period consist solely of financial advisory services.
COST OF REVENUE
For the three months ended June 30, 2026, cost of revenue consisted of $26,875 related to providing financial advisory services. For the three months ended June 30, 2025, the Company did not incur any cost of revenue. For the six months ended June 30, 2026, cost of revenue consisted of $48,750 related to providing financial advisory services. For the six months ended June 30, 2025, cost of revenue associated with operating the Downtown Manhattan Heliport was $749,396. The significant year over year change in cost of revenue is attributable to the Company ceasing operations at the Downtown Manhattan Heliport on March 29, 2025. Accordingly, cost of revenue for the 2026 period relates solely to the Company's financial advisory services.
GROSS PROFIT
For the three months ended June 30, 2026, the Company reported a gross loss from operations of $11,875. No gross profit or gross loss was recognized for the three months ended June 30, 2025, as the Company did not generate revenue during the period. For the six months ended June 30, 2026, the Company reported a gross loss from operations of $18,750, compared to a gross profit of $511,360 for the six months ended June 30, 2025. Gross margin was (62.5)% for the six months ended June 30, 2026, compared to 40.6% for the same period in the prior year. The year-over-year decline in gross profit and gross margin is primarily attributable to the Company ceasing operations at the Downtown Manhattan Heliport on March 29, 2025. Accordingly, the 2026 results reflect only the Company's financial advisory services operations.
OPERATING EXPENSE
Selling, General and Administrative
Total selling, general and administrative ("SG&A") expenses were $86,736 for the three months ended June 30, 2026, representing a decrease of $282,164, or 76.5%, compared to $368,900 for the three months ended June 30, 2025. For the six months ended June 30, 2026, total SG&A expenses were $383,185, representing a decrease of $993,179, or 72.2%, compared to $1,376,364 for the six months ended June 30, 2025. The year over year decrease in SG&A expenses is primarily attributable to the Company ceasing operations at the Downtown Manhattan Heliport on March 29, 2025, resulting in significantly lower operating expenses during the 2026 periods.
OPERATING LOSS
Operating loss from operations was $98,611 for the three months ended June 30, 2026, compared to an operating loss of $368,900 for the three months ended June 30, 2025. For the six months ended June 30, 2026, the Company reported an operating loss of $401,935, compared to an operating loss of $865,004 for the six months ended June 30, 2025. The year-over-year improvement in operating loss was primarily attributable to the items discussed above, including the Company's cessation of operations at the Downtown Manhattan Heliport on March 29, 2025, and the resulting reduction in operating expenses during the 2026 periods.
Interest Income
Interest income was $77,313 for the three months ended June 30, 2026, compared to $81,826 for the three months ended June 30, 2025. For the six months ended June 30, 2026 and 2025, interest income was $156,616 and $160,497, respectively.
Income Tax
Income tax expense was $0 for the three months ended June 30, 2026 and 2025. For the six months ended June 30, 2026 and 2025, income tax expense was $0.
Net Loss Per Share
Net loss was $21,283 and $266,174 for the three months ended June 30, 2026 and 2025, respectively. Net loss was $244,510 and $780,939 for the six months ended June 30, 2026 and 2025, respectively. The year-over-year improvement in net loss was primarily attributable to the items discussed above.
Basic net loss per share for the three months ended June 30, 2026 and 2025 was $0.02 and $0.27, respectively. Diluted net loss per share for the three months ended June 30, 2026 and 2025 was $0.02 and $0.26, respectively. Basic net loss per share for the six months ended June 30, 2026 and 2025 was $0.24 and $0.78, respectively. Diluted net loss per share for the six months ended June 30, 2026 and 2025 was $0.24 and $0.77, respectively.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2026, we had cash and cash equivalents of $4,249,563 and a working capital surplus of $8,494,067. In the six months ended June 30, 2026, we generated revenue from operations of $30,000 and had a net loss of $244,510. For the six months ended June 30, 2026, cash flows included net cash used in operating activities of $316,241, which included net loss of $244,510, and net cash used in investing activities of $65,862.
On March 15, 2018, the Company entered into a loan agreement for a $1,000,000 revolving line of credit (the “Key Bank Revolver Note”) which, at the discretion of the Bank, provides for the Company to borrow up to $1,000,000 for working capital and general corporate purposes. On November 22, 2023, the Bank reduced the amount available under the Key Bank Revolver Note to $500,000. This revolving line of credit is a demand note with no stated maturity date. Borrowings under the Key Bank Revolver Note will bear interest at a rate per annum equal to Daily Simple SOFR plus 2.75%. The Company is required to make monthly payments of interest on any outstanding principal under the Key Bank Revolver Note and is required to pay the entire balance, including principal and all accrued and unpaid interest and fees, upon demand by the Bank. Any proceeds from the Key Bank Revolver Note would be secured by substantially all of the Company’s assets. There were no amounts due under the Key Bank Revolver Note at June 30, 2026 or 2025.
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 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 aggregate payments of $276,923 over an 18-month period, which commenced in April 2025, 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. As of June 30, 2026, the Company has recorded the remaining liability under the Covenant Agreement in the Condensed Consolidated Balance Sheets, and the related expense has been recognized in the Condensed Consolidated Statements of Operations, as applicable.
During the six months ended June 30, 2026, we had a net decrease in cash of $382,103. Our sources and uses of funds during this period were as follows:
Cash from Operating Activities
For the six months ended June 30, 2026, net cash used in operating activities was $316,241. This amount included a decrease in operating cash related to net loss of $244,510 and additions for the following items: (i) stock-based compensation, $11,332; (ii) prepaid expenses, $86,274; and (iii) accrued expenses, $14,994. These increases in operating activities were offset by (i) realized gain on investments of $809; (ii) accounts payable, $83,522; and (iii) deferred liabilities, $100,000.
For the six months ended June 30, 2025, net cash used in operating activities was $171,795. This amount included a decrease in operating cash related to net loss of $780,939 and additions for the following items: (i) depreciation and amortization, $3,879; (ii) stock-based compensation, $54,194; (iii) write-off of relinquished assets, net of depreciation, $104,339; (iv) accounts receivable, $316,027; (v) inventory, $6,647; (vi) prepaid expenses, $966,824; and (vii) deferred liabilities, $230,769.These increases in operating activities were offset by (i) realized gain on investments of $27,907; (ii) accounts payable, $95,939; (iii) accrued expenses, $686,657; and (iv) customer deposits, $263,032.
Cash Used In Investing Activities
For the six months ended June 30, 2026, net cash used in investing activities was $65,862. This amount included purchases of investments of $2,095,862 offset by the sale of investments of $2,030,000.
For the six months ended June 30, 2025, net cash used in investing activities was $53,584. This amount included purchases of investments of $1,710,439 and the purchase of property and equipment of $6,145, offset by the sale of investments of $1,663,000.
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 “approximately,” ”may,” ”should,” ”will,” “believes," "expects," ”could,” ”estimated,” and similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors, are described in greater detail in our Annual Report on Form 10-K for the year ended December 31, 2025.
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. 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 is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. All internal control systems, no matter how well designed and tested, have inherent limitations, including, among other things, the possibility of human error, circumvention or disregard. Therefore, even those systems of internal control that have been determined to be effective can provide only reasonable assurance that the objectives of the control system are met and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision, and with the participation of management, including our Chief Executive Officer (principal executive officer) and President (principal financial officer), we conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of June 30, 2026 concluded that it was not effective at the reasonable assurance level due to a material weakness.
This material weakness relates to the Company’s governance and staffing structure, including the absence of an audit committee and limited segregation of duties due to limited personnel. These conditions could adversely affect the Company’s ability to prevent or detect material misstatements to the financial statements on a timely basis.
No material misstatements were identified in the financial statements as a result of this condition.
The Company is implementing remediation measures, including enhancing oversight and establishing an audit committee.
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-1 – Legal Proceedings
On November 20, 2024 the Company was notified by the NYCEDC that NYCEDC intends to award the Concession Agreement for the operation of the Downtown Manhattan Heliport to another company (“Skyport”). On March 31, 2025, the Company filed a petition with the Supreme Court of the State of New York County of New York requesting among other things, an order directing the City of New York to produce non-privileged documentation related to its decision to award the Concession Agreement to Skyport, which the Company has already requested, and a judgement annulling the award of the Concession Agreement to Skyport and directing the city to award the Concession Agreement to another company. The petition alleges a number of misrepresentations made by Skyport to the city which the Company believes helped Skyport secure the Concession Agreement. As of August 14, 2026, this litigation is still ongoing. The Company can make no assurance that we will be successful in the annulment of the Concession Agreement to Skyport.
Item–1A – Risk Factors
For a discussion of the Company’s potential risks or uncertainties, please see: (i) “Part I—Item 1A—Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC.
Item 6 - Exhibits
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Exhibit No. |
Description of Exhibit |
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31.1* |
Rule 13a-14(a)/15d-14(a) Certification of acting principal executive officer * |
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31.2* |
Rule 13a-14(a)/15d-14(a) Certification of acting principal financial officer * |
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32.1* |
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101.INS* |
Inline XBRL Instance Document |
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101.SCH* |
Inline XBRL Taxonomy Extension Schema Document |
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101.CAL* |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF* |
Inline XBRL Taxonomy Extension Linkbase Document |
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101.LAB* |
Inline XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE* |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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104 |
Cover Page Interactive Data File (Formatted as Inline XBRL and contained in Exhibit 101) |
* Filed herewith
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: August 14, 2026 |
By: |
/s/ William B. Wachtel |
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William B. Wachtel |
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President, Chief Executive Officer, Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer
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