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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) November 12, 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 November 12, 2024, Sky Harbour Group Corporation (the “Company”) issued a press release (the “Press Release”) which announced its financial results for the three and nine months ended September 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 November 12, 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 November 12, 2024
99.2 Investor Presentation dated November 12, 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: November 12, 2024
 
 
SKY HARBOUR GROUP CORPORATION
     
 
By:
/s/ Tal Keinan
 
Name:
 Tal Keinan
 
Title:
 Chief Executive Officer
 
 

Exhibit 99.1

 

Sky Harbour Announces Record Q3 Results, Updates on Business Activities and Objectives

 

WEST HARRISON, N.Y.--(BUSINESS WIRE)--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 nine months ended September 30, 2024 on Form 10-Q. The Company also announced the filing of its unaudited financial results for the quarter ended September 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/0001823587/000143774924034528/ysac20240930c_10q.htm

 

MSRB/EMMA:

https://emma.msrb.org/P11802519-P11382277-P11821252.pdf

 

Financial Highlights on a Consolidated Basis include:

 

 

Q3 2024 Consolidated Revenues increased 64% as compared to Q3 2023 and 13% as compared to Q2 2024.

 

 

Net Cash Used in Operating Activities reported at $1.2 million in Q3 2024, from $1.0 million in Q2 2024 and $0.6 million in Q3 2023.

 

 

Strong liquidity and capital resources as of September 30th, 2024, with consolidated cash and US Treasuries totaling $110 million, excluding the additional $38 million raised in the first closing of the PIPE equity placement in October 2024.

 

 

Reiterating our guidance of reaching positive operating cash flow on a consolidated basis by the fourth quarter 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).

 

Financial Highlights at Sky Harbour Capital (Obligated Group) include:

 

 

Q3 2024 revenues increased 23% as compared to Q3 2023 and 6.6% as compared to Q2 2024.

 

 

Net Cash Generated by Operating Activities reached $2.5 million in Q3, as compared to $1.1 million in Q2 2024 and $0.8 million in Q3 2023.

 

At the Obligated Group, Cash and US Treasuries totaled $87.0 million as of September 30, 2024, with the expected capital expenditures on the remaining phases there to be covered by these outstanding balances.

 

 

 

Update on Site Acquisition

 

 

Sky Harbour currently has campuses operating at Houston’s Sugar Land Regional Airport (SGR), Nashville International Airport (BNA), Miami Opa-Locka Executive Airport (OPF), and San Jose 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), Salt Lake City International Airport (SLC), and additional campuses expected to be announced soon.

 

 

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

 

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 remain forecasted for delivery and commencement of operations during Q1 2025. Please see the following link for the last monthly construction report: https://emma.msrb.org/P11795180-P11376904-P11815281.pdf

 

 

Beyond these three projects, there are ten other airport phases now in development.

 

Update on Leasing Activities

 

 

The annualized revenue run rate as of September 30, 2024 at Sky Harbour’s four operating campuses is $40.36 per leased rentable square foot, exceeding original portfolio projections of $29.50 per sq feet by approximately 37%.

 

 

Lease renewals and replacements in the past twelve months have exhibited a weighted average step-up in total revenue of approximately 20%.

 

Update on Airport Operations

 

 

Staffing plan for three new locations under way, harbor masters and field personnel onboarded and in training.

 

 

Roll-out of additional value-enhancing, revenue-generating services in progress.

 

New Equity/PIPE Closing

 

Sky Harbour recently announced the initial closing of its previously announced equity raise. The Company issued 3,955,790 PIPE shares of Class A Common Stock for aggregate net proceeds of approximately $37.6 million, at a net purchase price of $9.50 per share. A second closing of up to an additional $37.6 million is scheduled for December 20, 2024, with the final amount subject to the exercise of the rights granted as part of this initial closing.

 

The Company plans to leverage the proceeds of this PIPE financing, together with existing cash on hand, with an additional, previously announced, $150 million in private activity debt financing, expected to be issued in the first half of 2025. The combined proceeds of approximately $240 million is intended to support the phase 1 development projects at approximately 6-7 new airport campuses (or approximately 800,000 additional rentable square feet), beyond the approximately one million rentable square feet already funded.

 

 

 

Tal Keinan commented: “Sky Harbour is achieving its business plan objectives at a faster-than-anticipated rate. We continue to invest very deliberately in the best human resources possible to manage our growth and continue accelerating, while still maintaining a zealous focus on our customers. We have created a category in aviation infrastructure, and we aim to lead it for years to come.

 

 

About Sky Harbour

 

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 hangar campuses across the United States. Sky Harbour’s Home-Basing offering aims to provide private and corporate residents with the best physical infrastructure in business aviation, coupled with dedicated service, tailored specifically 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 annualized revenue run rate per leased rentable square foot, 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

 

 

Exhibit 99.2

 

 

 

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v3.24.3
Document And Entity Information
Nov. 12, 2024
Document Information [Line Items]  
Entity, Registrant Name Sky Harbour Group Corporation
Document, Type 8-K
Document, Period End Date Nov. 12, 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
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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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