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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) March 23, 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 1.01. Entry into a Material Definitive Agreement.
 
SJC Ground Lease
 
On March 23, 2024, Sky Harbour Group Corporation (the “Company”), through a wholly-owned subsidiary of the Company, entered into a ground lease agreement (the “SJC Lease”) at San Jose Mineta International Airport (“SJC”) with the City of San Jose. The SJC Lease covers approximately 7 acres of property that contains an approximately 38,000 square foot hangar, approximately 19,000 square feet of office space, and approximately 108,000 square feet of apron and ramp space. The property at SJC includes additional land on which the Company intends to develop approximately 28,000 square feet of additional hangar space. The initial term of the SJC Lease will be 20 years from May 1, 2024, and contains a mutual option to extend the SJC Lease an additional 5 years following the expiration of the initial term. The SJC Lease contains customary milestones by which the Company must complete additional construction.
 
SJC is owned and operated by the City of San Jose, California and is located within the City of San Jose and Santa Clara County.
 
ORL Ground Lease
 
On March 27, 2024, the Company, through a wholly-owned subsidiary of the Company, entered into a ground lease agreement (the “ORL Lease”) at Orlando Executive Airport (“ORL”) with the Greater Orlando Aviation Authority (“GOAA”). The ORL Lease covers a parcel containing approximately 20 acres of land at ORL. The initial term of the ORL Lease will be 30 years from expiration of construction period, with lease payments commencing contemporaneously with the term. The ORL Lease contains options exercisable by the Company to extend the ORL Lease an additional 20 years based on the Company's total expenditures in subsequent phases at ORL. The ORL Lease requires that the Company construct $30 million of improvements in its initial phase of construction within 24 months of the effective date of the lease. The ORL Lease contains other customary milestones by which the Company must commence and complete subsequent phases of construction.
 
ORL is owned and operated by GOAA and is located approximately three miles east of downtown Orlando, Florida.
 
Item 2.02. Results of Operations and Financial Condition.
 
On March 27, 2024, the Company issued a press release (the “Press Release”) which announced its financial results for the year ended December 31, 2023. The Press Release also announced its execution of the SJC Lease and the ORL Lease, and included an update with respect to certain of the Company's construction activities, including updated estimates of construction costs and timelines. 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 March 27, 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. Such statements may include, but are not limited to, statements regarding the occurrence and timing of the development of additional hangar space at SJC. 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 March 27, 2024
99.2 Investor Presentation dated March 27, 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: March 27, 2024
 
 
SKY HARBOUR GROUP CORPORATION
     
 
By:
/s/ Tal Keinan
 
Name:
 Tal Keinan
 
Title:
 Chief Executive Officer
 
 
EX-99.1 2 ex_645540.htm EXHIBIT 99.1 ex_645540.htm

Exhibit 99.1

 

logo01.jpg

 

 

Sky Harbour Group Corporation Announces its 2023 Financial Results; Updates on New Ground Leases, Construction and Hangar Leasing; Injects Equity into Obligated Group and Files Various Registration Statements with SEC

 

West Harrison, New York – March 27th, 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 financial results for the year ended December 31, 2023 and Annual Report on Form 10-K. The Company also announced new ground leases at San Jose, California’s San Jose Mineta International Airport (“SJC”) (Ground Lease #10), and at Orlando Executive Airport (“ORL”) (Ground Lease #11). The Company released its recently completed remediation estimate for addressing previously announced design flaws at its Denver and Phoenix construction projects as well as associated revisions to its Dallas Addison pre-construction designs, and injected $27 million of cash equity into the Series 2021 PABs Obligated Group construction fund. The Company provided a hangar leasing update marking near-full occupancy at its Houston, Nashville and Miami campuses, and announced approximately 58% pre-leasing at its new San Jose campus. The Company filed registration statements with the SEC, including a Form S-3 for PIPE shares and warrants issued in November 2023, and replaced its Stand-by Stock Purchase Agreement with an at-the-market (ATM) program of similar size. Please see the following links to access the SEC filings: 

 

10-K: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001823587/000143774924009585/ysac20231231_10k.htm 

S-3 (ATM): https://www.sec.gov/Archives/edgar/data/1823587/000143774924009600/ysac20240326_s3.htm 

S-3 (PIPE): https://www.sec.gov/Archives/edgar/data/1823587/000143774924009599/ysac20240325_s3.htm 

 

 

Financial Highlights include:

 

 

2023 revenues increased 311% as compared to 2022. 

 

2023 SG&A expenses increased 2.8% as compared to 2022. 

 

Net cash used in operating activities during 2023 improved to $7.7 million from $27.5 million during 2022. 

 

Please see the link below for the Q4 2023 quarterly report as filed by Sky Harbour Capital LLC (“SH Capital” or the “Obligated Group”) in MSRB/EMMA: 

https://emma.msrb.org/P21785011-P21370409-P21809128.pdf

 

The Company continues to maintain strong liquidity and capital resources. As of December 31, 2023, cash, restricted cash, and US Treasury investments amounted to approximately $172 million, of which $99 million resided at SH Capital.  

 

 

Recent noteworthy events include: 

 

 

New ground lease at SJC, encompassing an existing hangar facility to be made operational over the coming several weeks, and land for additional future development.   

 

New ground lease at ORL, with expected construction commencement in Q2 2025.  

 

Construction of Phases 1 in Denver, Phoenix, and Dallas delayed by 3-4 months, with an estimated $26 - $28 million non-recurring remediation cost.  Revised expected completion dates are December 2024, February 2025, and March 2025, respectively.    

 

Houston, Nashville, and Miami campuses are stabilized at 95% leased, with potential full occupancy expected at over 100%. The San Jose facility is 58% pre-leased, with an expected operations start date of April 1, 2024. 

 

 

Site Acquisition Update

 

The Company and the City of San Jose, California executed a 7-acre ground lease at SJC (lease #10) which includes approximately 60,000 square feet of existing hangar and office space, over 100,000 square feet of aviation ramp, and 120 land-side automobile parking stalls. The initial term of the lease is twenty years, and future development is expected to increase hangar square footage by approximately 75%. San José Mineta International Airport serves the south San Francisco Bay Area, including Silicon Valley.

 

The Company and the Greater Orlando Airport Authority executed a ground lease at Orlando Executive Airport (ORL) (lease #11). The 50-year ground lease encompasses twenty acres, accommodating more than 200,000 square feet of hangar, with Phase 1 construction expected to begin in summer 2025. The Orlando Executive Airport is the premier general aviation airport in Central Florida and is located approximately three miles east of downtown Orlando. The Greater Orlando area is the second-fastest growing metro center in the country by GDP.

 

Exclusive ground-lease negotiations are underway at five new target airports. Formal ground lease proposals have been submitted or are pending at an additional eight new target airports.

 

The Company expects to have executed ground leases at three additional airports by the end of 2024 and an additional six airports by end of year 2025 representing an additional aggregate rentable square footage of more than 2 million square feet, primarily in markets with higher per-square-foot tenant rents than those in the first Obligated Group’s six airports.  

 

 

Construction Update 

  

As previously announced, in December 2023 the Company discovered a flaw in the prototype design employed in the construction of Phases I at Phoenix Deer Valley Airport (“DVT”) and Denver Centennial Airport (“APA”), and that was planned to be employed in Phase I at Dallas Addison Airport (“ADS”).  

Having completed a comprehensive review and prototype-redesign process with a leading national structural engineering firm, the Company is executing a remediation plan, including: 

 

 

A.

Retrofitting significant elements of the DVT and APA structures currently under construction, 

 

 

B.

Modifying the design of ADS structures in pre-construction to conform with Sky Harbour prototype requirements, and 

 

 

C.

Applying the amended SH34 and SH16C prototype design to future projects with the intention of: 

 

 

a.

Delivering best-in-class 100-year structures of the highest quality and

 

 

b.

Standardizing and streamlining procurement, manufacturing and construction in pursuit of shorter development time frames and lower development costs.  

 

Expected remediation costs are between $26 and $28 million, including approximately $16 million at DVT, approximately $8.5 million at APA, and approximately $2.5 million at ADS. Expected delivery dates of these projects are now November 2024 (APA), and February 2025 (ADS) and March 2025 (DVT).

 

 

Leasing Update 

 

Sky Harbour’s first three campus phases (SGR, BNA and OPF 1) are approximately 95% occupied. Total potential economic occupancy is expected to exceed 100% due to successes in semi-private leasing.

 

SJC is expected to commence operations on April 1, 2024, and is approximately 58% preleased. SJC tenant rents are reflective of Sky Harbour’s tier-1 target markets, with expected revenues from certain initial tenants exceeding $80 per rentable square foot.

 







 

 

Registration of prior PIPE Shares, Replacement of Stand-By Share Sale Program and New “Shelf” Registration 

 

As required under the registration rights agreement with the PIPE common stock investors which closed in November 2023, we have filed a registration statement on Form S-3 registering the Class A common shares, the associated PIPE warrants, and the Class A common shares underlying those warrants. Similarly, the Company has terminated its 10 million share Stock Purchase Agreement, originally dated August 18, 2022, and replaced it with a Stock Selling Agreement (“at the market” or “ATM”) with an affiliate of the same broker-dealer of slightly smaller size. The Company did not sell any shares under the original agreement and only intends to sell shares under the new ATM if attractive market opportunities arise.  

 

 

Equity Cash Infusion into PABs Series 2021 Obligated Group 

 

On March 27, 2024, the Company contributed an additional $27 million of cash equity into its wholly-owned subsidiary Sky Harbour Capital LLC (the Obligated Group) to address the anticipated net funding gap associated with the one-time remediation costs at DVT, APA and ADS.  

 

 

CEO Remarks 

 

Tal Keinan, Chairman and Chief Executive Officer, commented on 2023 Full year results and other recent events:  

 

“Sky Harbour’s efforts to ramp up site acquisition in 2023 are bearing fruit today and should accelerate throughout 2024 and 2025. Having established our baseline unit economics, the Site Acquisition team’s focus is shifting to the country’s tier-1 metro markets, where excess demand for business aviation hangar space most acutely manifests in higher hangar rents. With prototype design weaknesses addressed rigorously and rectified, we are structuring and growing the Sky Harbour Development Team to accommodate the anticipated scale-up in manufacturing and construction. The Airfield Operations team continues to focus on delivering the most efficient and personalized service suite in business aviation. Sky Harbour took good strides in 2023 in pursuit of its ambition to provide Sky Harbour Residents with the best service at the best facilities on the best airfields in business aviation. We are now gearing up to perform at scale.”

 

 

Webcast Conference Call 

 

Sky Harbour will host a live conference call and concurrent webcast at 5 p.m. ET on March 27th, 2024. To join the webcast, please use the following link:  

https://events.q4inc.com/attendee/844843790  
 

For audio-only conference call, please use the following participant details:  

North America Toll-Free: (888) 660-6739 
North America Toll: (929) 203-0875 
International Toll: +1(929) 203-0875 
Conference ID 3259957 

Please note that questions may only be submitted in writing during the webcast through the platform link above.  

 

A replay of the webcast may be found starting on March 28th at https://ir.skyharbour.group/events-and-presentations/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 may include statements for the period following the consummation of the business combination. 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 SHG as applicable and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. 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. These risks and uncertainties include, but are not limited to, those discussed and identified in the public filings made or to be made with the SEC by SHG, including the filings described above, regarding the following: expectations regarding SHG’s strategies and future financial performance, including its future business plans, expansion plans or objectives, prospective performance and opportunities and competitors, revenues, products and services, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, and SHG’s ability to invest in growth initiatives; SHG’s ability to scale and build the hangars currently under development or planned in a timely and cost-effective manner; the implementation, market acceptance and success of SHG’s business model and growth strategy; the success or profitability of SHG’s hangar facilities; SHG’s future capital requirements and sources and uses of cash; SHG’s ability to obtain funding for its operations and future growth; developments and projections relating to SHG’s competitors and industry; the ability to recognize the anticipated benefits of the business combination; geopolitical risk and changes in applicable laws or regulations; the possibility that SHG may be adversely affected by other economic, business, and/or competitive factors; operational risk; risk that the COVID-19 pandemic, and local, state, and federal responses to addressing the pandemic may have an adverse effect on SHG’s business operations, as well as SHG’s financial condition and results of operations. Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of SHG prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. SHG 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. 

 

 

Contacts 

 

Investor Relations: 

investors@skyharbour.group 

Attn: Francisco X. Gonzalez, CFO 

 

 
EX-99.2 3 ex_646074.htm EXHIBIT 99.2 Image Exhibit

Exhibit 99.2

 

 

 

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