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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported) August 13, 2024
 
Sky Harbour Group Corporation
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-39648
 
85-2732947
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
136 Tower Road, Suite 205
Westchester County Airport
White Plains, NY
 
10604
(Address of principal executive offices)
 
(Zip Code)
 
(212) 554-5990
Registrant’s telephone number, including area code
 
(Former name or former address, if changed since last report.)
 

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Class A common stock, par value $0.0001 per share
 
SKYH
 
NYSE American LLC
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
 
SKYH WS
 
NYSE American LLC
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
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 provided pursuant to Section 13(a) of the Exchange Act.
 


 
 

 
 
Item 2.02. Results of Operations and Financial Condition.
 
On August 13, 2024, Sky Harbour Group Corporation (the “Company”) issued a press release (the “Press Release”) which announced its financial results for the three and six months ended June 30, 2024. A copy of the Press Release is furnished hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 2.02 by reference.
 
On August 13, 2024, the Company furnished information in the form of an investor presentation (the “Investor Presentation”) to its investors, analysts, shareholders, and other parties at a scheduled investor meeting. A copy of the Investor Presentation is furnished hereto as Exhibit 99.2 to this Current Report on Form 8-K and incorporated into this Item 2.02 by reference.
 
The furnishing of the Press Release and Investor Presentation is not an admission as to the materiality of any information therein. The information contained in the Press Release and Investor Presentation is summary information that is intended to be considered in the context of more complete information included in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”) and other public announcements that the Company has made and may make from time to time by press release or otherwise. The Company undertakes no duty or obligation to update or revise the information contained in this report, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures.
 
The information contained in this Item 2.02, including Exhibits 99.1 and 99.2 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) , or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) . The information contained in this Item 2.02, in the Press Release, and in the Investor Presentation shall not be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
 
Cautionary Statement Regarding Forward-Looking Statements
 
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. These statements are based on current expectations on the date of this Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.  Important factors that could cause actual results to differ materially from those in the forward-looking statements include the risks described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and its other filings with the SEC.
 
 

 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits. The Exhibit Index set forth below is incorporated herein by reference.
 
 
EXHIBIT INDEX
   
 
Exhibit Number 
Exhibit Title
99.1
Press Release dated August 13, 2024
99.2 Investor Presentation dated August 13, 2024
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated: August 13, 2024
 
 
SKY HARBOUR GROUP CORPORATION
     
 
By:
/s/ Tal Keinan
 
Name:
 Tal Keinan
 
Title:
 Chief Executive Officer
 
 

Exhibit 99.1

 

logo01.jpg

 

 

 

Sky Harbour Announces Record Q2 Results, Receives Debt Proposals for $150mm, and Updates on Business Activities and Objectives 

 

West Harrison, NY – August 13th, 2024 – Sky Harbour Group Corporation (NYSE American: SKYH, SKYH WS) (“SHG” or the “Company”), an aviation infrastructure company building the first nationwide network of Home-Basing campuses for business aircraft, announced the release of its unaudited financial results for the three and six months ended June 30, 2024 on Form 10-Q. The Company also announced the filing of its unaudited financial results for the quarter ended June 30, 2024 for Sky Harbour Capital (Obligated Group) with MSRB/EMMA. Please see the following links to access the filings: 

 

SEC 10-Q: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001823587/000143774924026368/ysac20240630_10q.htm

 

MSRB/EMMA: https://emma.msrb.org/P21833646-P21405328-P21847437.pdf

 

Financial Highlights include:

 

 

2024 Q2 Consolidated Revenues increased 109% as compared to Q2 2023 and 50% as compared to Q1 2024

 

 

Net Cash Used in Operating Activities improved to $1.0 million in Q2 2024, from $4.4 million in Q1 2024 and $1.2 million in Q2 2023

 

 

We are reiterating our guidance of reaching positive operating cash flow on a consolidated basis by the Fall of 2025, driven by the cash flows expected to be generated from the three campuses opening in Q1 2025 in Denver, Phoenix and Addison (Dallas area)

 

 

At Sky Harbour Capital (Obligated Group), positive cash flow provided by operating activities reached $1.1 million in Q2, a significant improvement from ($0.3) million cash flow used in operating activities during Q2 2023

 

 

Strong liquidity and capital resources as of June 30th, 2024, with consolidated cash and US Treasuries totaling $149 million

 

Update on Site Acquisition

 

 

Salt Lake City International Airport (SLC) is Sky Harbour’s fourteenth campus announcement. The SLC campus joins Sky Harbour campuses now operating at Houston’s Sugar Land Regional Airport (SGR), Nashville International Airport (BNA), Miami Opa-Locka Executive Airport (OPF), and San Jose’s  Mineta International Airport (SJC); campuses in development at Denver’s Centennial Airport (APA), Phoenix Deer Valley Airport (DVT), Dallas’s Addison Airport (ADS), Chicago Executive Airport (PWK), Sky Harbour’s first three New-York-service airports - Bradley International Airport (BDL), Hudson Valley Regional Airport (POU), and Stewart International Airport (SWF), Orlando Executive Airport (ORL), Dulles International Airport (IAD); and additional campuses soon to be announced.

 

 

In the second quarter, Sky Harbour also succeeded in expanding its footprint at campuses currently in development, thereby increasing the expected indoor rentable square footage of the portfolio to an aggregate projected new total of 2.4 million square feet.  

 

 

Having met 2024 guidance of four new ground leases, and with additional announcements pending, Sky Harbour is raising its guidance from six additional ground leases by December 2025 to eight additional ground leases.

 

Update on Construction and Development Activities

 

 

As reported on our monthly activity reports filed with MSRB/EMMA and available on our website, APA, DVT and ADS are on track for delivery and commencement of operations by Q1 2025. Please see the following link for easy access to the last monthly construction report: https://emma.msrb.org/P21828135-P21401259-P21842974.pdf

 

 

Beyond these three projects, there are ten airport phases now in development. In anticipation of the steep ramp-up in development, the Sky Harbour Development and Construction team was expanded as detailed below.

 

Update on Leasing Activities

 

 

The weighted average revenue run rate as of today at Sky Harbour’s four operating campuses is approximately $39 per rentable square foot, exceeding original portfolio projections of $29.50 per sq feet by approximately 32%.

 

 

Lease renewals and replacements in the past twelve months have exhibited a weighted average step-up in total revenue of approximately 20%. We believe this supports Sky Harbour’s thesis on business aviation inflation rates, particularly at the highest end of the business aviation market.

 

 

 

 

Expansion of Management Team 

 

Marty Kretchman is joining Sky Harbour as Senior Vice President, Airports, with responsibility for business partnerships, non-rent revenues, and campus operations. Marty’s experience includes more than thirteen years at Signature Aviation and its predecessor company, Landmark Aviation, most recently as a member of Signature’s Executive Leadership Team and Senior Vice President, Operations Planning. 

 

Tal Keinan commented: “Marty’s deep experience and broad aviation network make him the right leader for this role. It is his professionalism, and his innovative, driven spirit, that make him the right fit for Sky Harbour. I am grateful and very excited to welcome Marty to the team.”  

 

Marty Kretchman commented: "Sky Harbour is bringing the right people and approach to a model that business aviation has clearly been waiting for. The opportunity here is immense and I feel fortunate to be joining the team that is going to capture it."

 

David Sherman has joined Sky Harbour as Vice President of Construction. Dave’s previous experience includes eighteen years at Turner Construction. His mandate includes oversight of Pre-Engineered Metal Building manufacturing, and national construction management.

 

David Sherman commented: “Sky Harbour has created one of the most exciting real estate opportunities I have seen in my career. It is about people and process now, and we have the team to execute. I am excited to be leading this team and for the opportunity to apply my experience.” 

 

Steven Martinez has joined Sky Harbour as Vice President of Development. Steve brings 23 years of development experience at the Related Companies and Turner Construction Company. His mandate includes the standardization and acceleration of Sky Harbour’s site planning, entitlements, and pre-construction processes.  

 

Tal Keinan commented: “Dave, Steve and their growing team position Sky Harbour for the challenges and the opportunities of development at scale. We are fortunate to have them, and particularly fortunate to have them right now.” 

 

New Loan/Bond Issuance Plans 

 

Sky Harbour is evaluating several proposals from major US financial institutions for the issuance of up to $150 million in new tax-exempt debt, in the form of bonds or a loan, in support of the Company’s airport development growth. The funding proposals have indicative terms ranging from five to thirty years and indicative fixed rate interest rates ranging from 4.55%-5.80%. The company expects to execute this financing in the first half of 2025 separate and apart from the senior lien of the outstanding Series 2021 PABs. Our ability to successfully issue any additional debt and our future cost of borrowing will depend on a range of factors, including general economic conditions, the level of activity in capital markets generally, and the credit spreads demanded by fixed income investors.

 

Sky Harbour CFO, Francisco X. Gonzalez, commented, “Sky Harbour avails itself of every opportunity to secure the lowest cost of capital to fund its aggressive growth in a way that is consistent with protecting or enhancing the credit quality of our outstanding bonds. We are grateful for the markets continued warm reception and anticipate moving forward with a bond/loan financing in early 2025.

 

Sidoti Investor Conference Invitation 

 

We will present and host one-on-one meetings with investors at the Sidoti August Virtual Investor Conference, taking place on August 14-15, 2024. The group presentation will begin at 1:00pm ET on Thursday, August 15th and can be accessed live here: https://sidoti.zoom.us/webinar/register/WN_BwjtPWZPSFewtTuREkkBvA#/registration. Sky Harbour will also host virtual one-on-ones with investors on Wednesday and Thursday, August 14-15, 2024. To register for the presentation or one-on-ones for free, visit www.sidoti.com/events.  

 

About Sky Harbour Group Corporation 

 

Sky Harbour Group Corporation is an aviation infrastructure company developing the first nationwide network of Home-Basing campuses for business aircraft. The company develops, leases and manages general aviation hangars across the United States. Sky Harbour’s Home-Basing offering aims to provide private and corporate customers with the best physical infrastructure in business aviation, coupled with dedicated service tailored to based aircraft, offering the shortest time to wheels-up in business aviation. To learn more, visit www.skyharbour.group. 

 

 

 

Forward Looking Statements 

 

Certain statements made in this release are "forward looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995, including statements about the financial condition, results of operations, earnings outlook and prospects of SHG, including statements regarding our expectations for future results, our expectations for future ground leases, our expectations on future construction and development activities and lease renewals, and our plans for future financings. When used in this press release, the words “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements are based on the current expectations of the management of Sky Harbour Group Corporation (the “Company”) as applicable and are inherently subject to uncertainties and changes in circumstances. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. For more information about risks facing the Company, see the Company’s annual report on Form 10-K for the year ended December 31, 2023 and other filings the Company makes with the SEC from time to time. The Company’s statements herein speak only as of the date hereof, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.  

 

Key Performance Indicators 

 

We use a number of metrics, including weighted average revenue run rate, to help us evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions. Our key performance indicators may be calculated in a manner different than similar key performance indicators used by other issuers. These metrics are estimated operating metrics and not projections, nor actual financial results, and are not indicative of current or future performance. 

 

Contacts 

 

Sky Harbour Investor Relations: investors@skyharbour.group Attn: Francisco X. Gonzalez, CFO 

 

 

Exhibit 99.2

 

 

 

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v3.24.2.u1
Document And Entity Information
Aug. 13, 2024
Document Information [Line Items]  
Entity, Registrant Name Sky Harbour Group Corporation
Document, Type 8-K
Document, Period End Date Aug. 13, 2024
Entity, Incorporation, State or Country Code DE
Entity, File Number 001-39648
Entity, Tax Identification Number 85-2732947
Entity, Address, Address Line One 136 Tower Road, Suite 205
Entity, Address, Address Line Two Westchester County Airport
Entity, Address, City or Town White Plains
Entity, Address, State or Province NY
Entity, Address, Postal Zip Code 10604
City Area Code 212
Local Phone Number 554-5990
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity, Emerging Growth Company true
Entity, Ex Transition Period false
Amendment Flag false
Entity, Central Index Key 0001823587
ClassACommonStockParValue00001PerShare Custom [Member]  
Document Information [Line Items]  
Title of 12(b) Security Class A common stock, par value $0.0001 per share
Trading Symbol SKYH
Security Exchange Name NYSEAMER
WarrantsEachWholeWarrantExercisableForOneShareOfClassACommonStockAtAnExercisePriceOf1150PerShare Custom [Member]  
Document Information [Line Items]  
Title of 12(b) Security Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol SKYH WS
Security Exchange Name NYSEAMER

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