Sky Harbour Group Corp 10-K

ITEM 1. BUSINESS   Business Combination   On the Closing Date, we completed the previously announced business combination pursuant to the Equity Purchase Agreement between us and Sky. Each of the Existing Sky Equityholders separately entered into an Equityholders Voting and Support Agreement irrevocably agreeing to vote in favor of the business combination set forth in the Equity Purchase Agreement. As contemplated by the Equity Purchase Agreement, on the Closing Date the following occurred: (a) YAC changed its name to “Sky Harbour Group Corporation”; (b) all outstanding shares of Sponsor Stock held by the Sponsor were converted into shares of Class A Common Stock of the Company; (c) Sky restructured its capitalization, issued to the Company 14,937,581 Sky Common Units, which was equal to the number of outstanding shares of Class A Common Stock immediately after giving effect to the Business combination (taking into account the redemption of Class A Common Stock and the Class A Common Stock issued under the BOC PIPE (as defined below)), reclassified the existing Sky Common Units (other than the Sky Incentive Units), existing Sky Series A preferred units and the existing Sky Series B preferred units into Sky Common Units; (d) effected certain adjustments to the number of Sky Incentive Units to reflect the new capital structure; (e) appointed the Company as the managing member of Sky; (f) the Sky Common Units issued to BOC YAC in respect of its Series B preferred units were converted into 5,500,000 shares of Class A Common Stock; (h) holders of Sky Common Units received one share of Class B Common Stock for each Sky Common Unit, and as consideration for the issuance of 14,937,581 Sky Common Units by Sky to the Company, YAC contributed to Sky $46,262,048 consisting of the amount held in the YAC trust account after (i) deducting $123,068,515 required to fund the redemption of the Class A Common Stock held by eligible stockholders who properly elected to have their shares redeemed as of the Closing Date, (ii) taking into account the BOC PIPE and (iii) deducting $21,164,160 consisting of deferred underwriting commissions, transaction expenses, and the BOC Yellowstone LLC promissory note repayment; and (i) without any action on the part of any holder of YAC Warrants, each YAC Warrant that is issued and outstanding immediately prior to the closing became a SHG Corporation Warrant (the transactions referred to in clauses (a) through (i), collectively, the “Business Combination”).   As a result of the Business Combination, the Company is organized as an “Up-C” structure in which substantially all of the operating assets of Sky’s business are held by Sky, and the Company’s only assets are its equity interests in Sky.   As of the open of trading on January 26, 2022, the Class A Common Stock and Warrants of the Company, formerly those of YAC, began trading on the NYSE American as “SKYH” and “SKYH WS,” respectively. The disclosure in Items 1 and 1A of this report gives effect to the Business Combination and includes the operations of Sky prior to the Business Combination.   Overview   We are an aviation infrastructure development company building the first nationwide network of Home-Basing Solutions (“HBS”) for business aircraft. We develop, lease and manage general aviation hangars across the United States, targeting airfields in markets with significant aircraft populations and high hangar demand. Our HBS campuses feature exclusive private hangars and a full suite of dedicated services specifically designed for home-based aircraft.   As the fleet of private jets in the United States continues to grow, with recent new aircraft deliveries exceeding retirements, demand for hangar space is at a premium in part because new jets require more square footage of hangar space and the pace of new hangar construction has lagged behind the demand. The cumulative square footage of the business aircraft fleet in the United States increased 42% between 2010 and 2020. Moreover, over that same period, there was a 70% increase in the square footage of larger private jets – those with greater than a 24-foot tail height. The larger footprint aircraft do not fit in much of the existing hangar infrastructure and impose stacking challenges and constraints in the traditional shared or community hangars operated by fixed-base operators (“FBO”). The addition of winglets (the vertical extensions on aircraft wingtips) on most modern business jets inhibits wing-over-wing storage. Aircraft hangars are in high demand and short supply, with some airports compiling waiting lists that can exceed several years.   Our scalable business strategy addresses the increased imbalance between the supply and demand for private jet storage, including the lack of hangar facilities able to accommodate larger aircraft, by growing our portfolio of HBS campuses at key airports across the United States. We target airports with excess demand for private hangar space, typically near metropolitan areas, which include both established and growing markets. We intend to capitalize on the existing hangar supply constraints at major US airports by targeting high-end tenants in markets where there is a shortage of private and FBO hangar space, or where such hangars are or are becoming obsolete.   8 Table of Contents   In contrast with community hangars and other facilities provided by FBOs, the HBS campuses we offer provide the following features and services:     • private hangar space for exclusive use of the tenant;     • adjoining attractive/custom lounge and office suites;     • dedicated line crews and services;     • climate control to mitigate condensation and associated corrosion;     • features to support in-hangar aircraft maintenance;     • no-foam fire suppression;     • customized software to provide security, control access and monitor hangar space.   We use a standard set of proprietary prototype hangar designs, which are intended to lower construction costs, minimize development risk, expedite permit issuance, and facilitate the implementation of refinements across its portfolio. Hangar features include:     • the ability to accommodate heavy business jets in single configuration, medium jets in twin or triplet configuration, or light jets in multi-configuration;     • compliance with National Fire Protection Association (“NFPA”) 409 Group III fire code, eliminating foam fire protection systems, resulting in lower construction costs and operating expenses, as well as eliminating accidental foam discharges and the resultant negative effects on aircraft maintenance and resale value;     • high-voltage, industrial drainage and impervious floors that support in-hangar maintenance and inspections; and     • control through smartphone application.   Our product strategy aims to attract tenants with exclusive access to their aircraft, minimize the risk of damage to aircraft, provide increased access, security and control, facilitate maintenance, and improve pre-flight and post-flight convenience. We believe these products and services complement those of the FBO facilities.   We believe demand for HBS services will be driven broadly by the growing size of the business aviation fleet in the United States and the delivery of larger aircraft with taller tail heights. The discovery by first-time flyers in the convenience, control and comfort of general aviation has caused a shift in consumer behavior which we believe will also support increasing demand for HBS services.   While private aircraft use generally was not affected to the extent of commercial aviation, and some private aircraft clients may continue to use that mode of aviation following the pandemic, preferences for air travel and specifically general aviation are unknown and may change following COVID-19. See “ Risk Factors – The aviation industry generally, and the business of Sky specifically, have been and may continue to be materially adversely affected by the global COVID-19 pandemic. ”   Tax Exempt Senior Bond Issuance   On September 14, 2021, our wholly-owned subsidiary following the business combination, Sky Harbour Capital LLC (“SHC”), closed a $166.34 million financing through the sale of Series 2021 private activity tax-exempt senior bonds through a municipal conduit issuer, Public Finance Authority (Wisconsin) (the “PABs”). The bond issuance consisted of unrated senior fixed tax-exempt bonds with three term maturities (2036, 2041 and 2054) with an average life principal amortization of 24 years. The term bonds were priced to yield 3.80% (2036), 4.00% (2041) and 4.25% (2054). The use of proceeds from this issuance, together with proceeds from the sale of the $55 million of our Series B Preferred Units to BOC YAC, were used, in part, to fund a construction escrow account for Sky’s development program at five airports consisting of 8 existing hangars and 73 new hangars in various phases of development and construction located at Miami-Opa Locka Executive Airport, Sugar Land Regional Airport, Nashville International Airport, Centennial Airport and Phoenix Deer Valley Airport and to repay all existing indebtedness of Sky.   The PABs are obligations of all the operating subsidiaries of Sky Harbour Capital LLC, the borrower subsidiary of Sky. The PABs are senior secured obligations with a collateral package that includes the leasehold improvements, ground leases and tenant leases of Sky financed with such bonds. There are financial covenants that restrict the ability to make cash distributions to Sky and, thus, may limit the ability to distribute dividends in the future. Failure to meet financial and other covenants under the PABs master and bond indenture, if not cured, may lead to an acceleration of the debt and foreclosure on Sky’s main operating assets.   9 Table of Contents   Investment Criteria   We seek to develop our HBS hangar campuses on long-term ground leases (or sub-leases thereof) at airports with suitable infrastructure serving metropolitan centers across the United States.   Our Properties   We currently maintain our executive office at 136 Tower Road, Suite 205, Westchester County Airport, White Plains, NY 10604 under a lease agreement. We consider our current office space adequate for our current operations.   The table below presents certain information with respect to our portfolio as of December 31, 2021. We lease each of our properties under long-term ground leases.     ● Sugar Land Regional Airport, Sugar Land, TX (Houston area);   ● Miami-Opa Locka Executive Airport, Opa-Locka, FL (Miami area);   ● Nashville International Airport, Nashville, TN;   ● Centennial Airport, Englewood, CO (Denver area); and   ● Phoenix Deer Valley Airport, Phoenix, AZ.   Initial Portfolio   Facility Status Scheduled Construction Start Scheduled Completion Date Estimated Total Construction Cost ($mm) Hangars Square Footage SGR Phase I Complete Complete Complete $15.1 7 66,080 SGR Phase II Predevelopment April 2023 July 2024 8.7 6 56,580 OPF Phase I In Construction August 2021 November 2022 33.2 12 160,488 OPF Phase II Predevelopment August 2022 November 2023 20.9 7 99,400 BNA In Construction July 2021 October 2022 26.8 10 149,602 APA Phase I In Bidding May 2022 August 2023 26.4 9 131,000 APA Phase II Predevelopment August 2023 November 2024 21.2 9 102,210 DVT Phase I In Design April 2022 October 2023 20.8 8 113,600 DVT Phase II Predevelopment May 2023 August 2024 19.3 10 105,000 Total       $192.4 78 983,960   Our current facilities include seven constructed hangars at the Sugar Land site and an existing hangar facility at the Nashville site, which amount to approximately 66,000 square feet and 27,000 square feet, respectively, of rentable space. In addition, we have improvements in construction at the Nashville and Miami Opa-Locka sites, and facilities that are not yet constructed, including proposed improvements at the Sugar Land, Centennial and Deer Valley sites.   Each facility is expected to consist of clusters of between nine and 22 hangars. On average, each hangar provides 12,000 square feet of hangar space and 1,300 to 2,000 square feet of office space. Once completed, the facilities are expected to total 78 hangars on 81 acres of ground leases, with an infrastructure of over 980,000 square feet expected to be completed in the next five years.     We intend to lease each respective facility to one or more tenants, who will use all or a portion of such facility for general aviation aircraft storage and related uses permitted under the respective ground leases and will pay rent and other charges derived from HBS activity on the respective sites to us pursuant to a sublease.   Sugar Land Site   The Airport . Sugar Land Regional Airport (“SGR”) is located approximately 20 miles southwest of the Houston central business district. The airport is owned by the City of Sugar Land and is situated on 622 acres. SGR is a publicly-owned, public-use general aviation facility, and it is included in the Federal Aviation Administration’s (“FAA”) National Plan of Integrated Airport Systems (“NPAIS”).   10 Table of Contents   SGR is designated as a “reliever airport” for George Bush Intercontinental Airport (“IAH”) and William P. Hobby International Airport (“HOU”) in Houston. Twenty-four companies on the 2021 Fortune 500 list are headquartered in the Houston metro area.   According to the 2018 Texas Aviation Economic Impact Study, a significant portion of SGR activity is attributable to itinerant operations by business jet aircraft. SGR is home to seven on-airport businesses that offer services such as FBO amenities, aircraft maintenance, and avionics. The most frequent general aviation operations at SGR involve business and charter flights, flight instruction, recreational flying and law enforcement.   Sugar Land Site Facilities . The total development will consist of 13 individually leased NFPA Group III hangars, with a combined leasable area of 122,660 square feet situated within three buildings. The first phase is divided into seven private hangars, which were completed in December 2020. The second phase plans to include six private hangars. All hangars feature 28’-high doors and include 480-, 240- and 120-volt electrical outlets to allow for routine maintenance. The Sugar Land ground lease provides that, if construction of the second phase is not commenced by October 15, 2022, the ground lease with parcels comprising the second phase project site will automatically terminate.   Sugar Land Facilities Construction Project . The total cost of the Sugar Land facilities is estimated to be approximately $23.8 million, of which $15.1 million is the recently completed facilities and $8.7 million is the expected cost of the facilities in the second phase.   Sugar Land Tenant Leases/LOIs . Currently, the Sugar Land development has one executed lease, comprising approximately 43% of the first phase leasable area. The lease commenced December 3, 2020 for a five-year term. The remaining hangar units currently are being marketed for lease.   General Airport Facilities . General airport facilities at SGR include an 8,000-foot primary runway, as well as fuel services, aircraft storage in hangars, and tie-down parking. SGR includes United States Customs facilities.   Based Aircraft . The following table shows based aircraft data at SGR:   Based Aircraft SGR   Aircraft Type   Total             Jet     42   Multi-Engine Aircraft     18   Single Engine Aircraft     101   Helicopters     3   Total     164     Sources: Jet data from JETNET as of 2021. All other data as of 2017 from Sugar Land Master Plan.   Aircraft Operations . Between 2018 and 2019, SGR experienced a 10.07% increase in overall operations. Total general aviation operations increased 3.36%, and local civil operations increased 25.24%. The effects of the COVID-19 pandemic can be seen in the change from 2019 to 2020: total operations at SGR decreased 10.75%, general aviation declined 14.10%, and civil operations declined 4.51%. The significant increase in projected operations from 2020 to 2021 is largely attributable to the fact that the FAA Terminal Area Forecast (“TAF”) forward-looking data was produced prior to the pandemic, and does not consider its ongoing effects. As illustrated in the table on the following page, growth is projected in overall operations through 2037.   11 Table of Contents   HISTORICAL AND PROJECTED AIRCRAFT OPERATIONS SGR         Itinerant Operations     Local Operations         Fiscal Year     Air Carrier     Air Taxi & Commuter     General Aviation     Military     TOTAL     Civil     Military     TOTAL     TOTAL OPS   2018     12     6,492     39,343     140     45,987     21,642     62     21,704     67,691   2019     0     6,577     40,663     114     47,354     27,105     50     27,155     74,509   2020     0     5,502     34,931     153     40,586     25,882     34     25,916     66,502   2021     0     8,091     38,972     128     47,191     25,132     86     25,218     72,409   2022*     0     6,939     41,575     138     48,652     29,924     58     29,982     78,634   2023*     0     7,008     41,576     138     48,722     29,985     58     30,043     78,765   2024*     0     7,077     41,577     138     48,792     30,046     58     30,104     78,896   2025*     0     7,148     41,578     138     48,864     30,107     58     30,165     79,029   2026*     0     7,220     41,579     138     48,937     30,168     58     30,226     79,163   2027*     0     7,292     41,580     138     49,010     30,229     58     30,287     79,297   2028*     0     7,365     41,581     138     49,084     30,290     58     30,348     79,432   2029*     0     7,438     41,582     138     49,158     30,352     58     30,410     79,568   2030*     0     7,512     41,583     138     49,233     30,414     58     30,472     79,705   2031*     0     7,587     41,584     138     49,309     30,476     58     30,534     79,843   2032*     0     7,662     41,585     138     49,385     30,538     58     30,596     79,981   2033*     0     7,738     41,586     138     49,462     30,600     58     30,658     80,120   2034*     0     7,815     41,587     138     49,540     30,662     58     30,720     80,260   2035*     0     7,892     41,588     138     49,618     30,724     58     30,782     80,400   2036*     0     7,970     41,589     138     49,697     30,786     58     30,844     80,541   2037*     0     8,049     41,590     138     49,777     30,848     58     30,906     80,683     Sources: Historic data derived from FAA Operations Network (“OPSNET”). * Forecast data via FAA TAF.   Regional Airport Competition . Within a 30-mile radius from SGR, there are five alternate locations accommodating business jet service and offering a minimum runway length of 5,000 feet, as described in the following paragraphs.   Houston Hobby Airport (“HOU”) is a commercial and general aviation airport located approximately seven miles southeast of downtown Houston. Currently, 12 commercial airlines serve HOU, and it is Houston’s second busiest airport, after IAH, ranked 34th in the nation for passenger traffic. Operated by the City of Houston Department of Aviation, HOU is located within the city limits of Houston, Texas, and the boundary of Harris County, Texas. General aviation is a very active sector at HOU, with general aviation services provided by six FBOs: Signature Flight Support, Jet Aviation, Million Air Houston, Atlantic Aviation, Wilson Air Center, and Galaxy FBO.   Ellington Field (“EFD”) is a public-use, general aviation reliever facility located in Harris County, Texas, 18 miles east of Houston. EFD offers one museum and nine on-airport businesses, which offer services such as FBO amenities through Signature Flight Support, military training, and flight instruction. The most frequent general aviation operations at EFD include flight instruction, recreational flying, medical transport, search and rescue, law enforcement, powerline and pipeline patrols, military exercises, and business flights. With close proximity to Johnson Space Center, EFD supports activities affiliated with the National Aeronautics and Space Administration, and it is home to the Ellington Field Joint Reserve Base. In addition, the airport is home to the Houston Spaceport, the nation’s 10th licensed commercial spaceport.   Houston Executive Airport (“TME”) is the region’s newest airport, located in Waller County, Texas, approximately 15 miles northwest of downtown Houston. TME is a public-use, general aviation facility that is privately-owned and operated. The airport has 10 large community hangars, 60 individual plane hangars and a control tower. The airport currently does not have a customs facility and is served by a single FBO, Henricksen Jet Center.   Houston Southwest Airport (“AXH”) is a privately-owned, public-use, general aviation facility located 15 miles southwest of Houston’s central business district. The airport offers ten on-airport businesses, which offer services such as the airport-owned FBO and business amenities, flight instruction, aircraft maintenance, and medical transport. The most frequent general aviation operations at AXH include recreational flying, business flying, charter flights, flight instruction, aerial photography, law enforcement, utility patrols, and medical transport. There are 24 hangars on the field, ranging in size from 3,500 square feet to 17,000 square feet. In addition, there are 39 T-hangars available for single engine aircraft through small twin-engine aircraft.   David Wayne Hooks Memorial Airport (“DWH”) is privately-owned, medium-sized, primarily general aviation airport near the city of Tomball in unincorporated Harris County, Texas. It is located approximately 23 miles northwest of Houston’s central business district and approximately ten miles northwest of IAH. DWH is a public-use, general aviation facility and FBO services are provided by Gill Aviation.   Based Aircraft — Regional Airports . The following chart identifies the latest available information on the number of based aircraft at SGR and each of the alternate airports described above.   12 Table of Contents   Aircraft Based on the Field at SGR and Alternatives   Location   Single Engine     Multi Engine     Jet*     Helicopters     Military     Total   Houston Hobby (HOU)**   9     9     180     8     0     206   Ellington Field (EFD)**   32     8     14     0     25     79   Houston Executive (TME)**   62     25     26     0     0     113   Houston Southwest (AXH)**   106     13     0     3     0     122   David Wayne Hooks (DWH)**   117     14     26     0     0     157   Sugar Land Regional (SGR)   101     18     42     3     0     164   TOTAL   427     87     288     14     25     841   SGR as a % of Total   24%     21%     15%     21%     0%     20%     Source: JETNET and AirNav. * Jet data current as of 2021 from JETNET. ** AirNav data current as of 2021.   On-Airport Hangar Services Competition . As the sole FBO onsite at SGR, GlobalSelect is the primary competition for SHG Corporation Sugar Land. Western Airways, also located on-airport, has maintenance hangars onsite, and can accommodate short-term hangar rentals without FBO services until space becomes available with GlobalSelect.   Opa-Locka Site   The Airport . Miami-Opa Locka Executive Airport (“OPF”) in Opa-Locka, Florida, is located approximately ten miles north of the Miami central business district, 16 miles from Miami Beach and seven miles from Miami International Airport (“MIA”). OPF, a publicly-owned, public-use general aviation facility, is owned by Miami-Dade County, operated by the Miami-Dade Aviation Department and situated on 1,810 acres.   According to Miami-Dade County, the Miami Airport System consists of five active airports, with OPF being the largest general aviation airport in the system and designated as a reliever to MIA. Notably, OPF ranks seventh in the FAA’s Top Ten Airports for Domestic Business Jet Operations, with 58,486 domestic business jet operations during the period February 2021 through January 2022.   Miami-Opa Locka Site Facilities . The Miami-Opa Locka facilities are planned to be constructed in two phases and in total are expected to consist of 19 individually-leased NFPA Group III hangars comprising 259,888 total square feet. Each hangar is approximately 13,374 square feet, which can accommodate the various ultra-long-range jets and include 480-, 240- and 120-volt electrical outlets to allow for routine maintenance. Every hangar includes a ramp area for aircraft startup and shutdown in front of the hangar doors. Car parking is included in the hangar space. The adjoining office space includes high-end finishes with a kitchen, storage and a bathroom with showers. Each unit is assigned adjacent outdoor parking, as well. The hangars are rented on long-term (3-5 year) leases, with the Company including its own line crew and ground service equipment.   Miami-Opa Locka Facilities Construction Project . The total cost of the Miami-Opa Locka facilities is estimated to be approximately $54 million. Construction on the first phase of the Miami-Opa Locka facilities began in August 2021, and the second phase is in predevelopment.   Sky Opa Locka Tenant Leases/LOIs . Currently, five letters of intent (“LOI”) and three leases have been executed with respect to the first phase and a fourth lease is in currently in agreed form pending execution. The remaining hangar units currently are being marketed for lease.   General Airport Facilities . Facilities at OPF include three runways. All three runways are served by full-length paved parallel taxiways. Other facilities at OPF include hangars and tie-downs for aircraft parking and fuel services.   Based Aircraft . The following table shows based aircraft data at OPF:   Based Aircraft OPF   Aircraft Type   Total             Jet     171   Multi-Engine Aircraft     13   Single Engine Aircraft     35   Military     5   Helicopters     3   Total     227     Sources: Jet data from JETNET as of 2021. All other data as of 2018 from AirNav.   13 Table of Contents   Aircraft Operations . Between 2018 and 2019, OPF experienced a 10.31% increase in overall operations. Total general aviation operations increased 3.94%, and local civil operations increased 25.72%. The effects of the COVID-19 pandemic can be seen in the change from 2019 to 2020: total operations at OPF decreased 20.81%, general aviation declined 19.97%, and civil operations declined 32.41%. The significant increase in projected operations from 2020 to 2021 is largely attributable to the fact that TAF forward-looking data was produced prior to the pandemic, and does not consider its ongoing effects. As illustrated in the table below, nominal growth is projected in overall operations through 2037.   HISTORICAL AND PROJECTED AIRCRAFT OPERATIONS OPF         Itinerant Operations     Local Operations         Fiscal Year     Air Carrier     Air Taxi & Commuter     General Aviation     Military     TOTAL     Civil     Military     TOTAL     TOTAL OPS   2018     69     12,036     85,551     5,195     102,851     47,631     3,685     51,316     154,167   2019     76     13,982     88,923     4,767     107,748     59,882     2,437     62,319     170,067   2020     47     15,374     71,164     4,833     91,418     40,476     2,789     43,265     134,683   2021     127     24,771     88,486     4,399     117,783     43,314     2,118     45,432     163,215   2022*     85     13,814     92,606     4,887     111,392     65,255     2,909     68,164     179,556   2023*     85     14,074     93,069     4,887     112,115     65,271     2,909     68,180     180,295   2024*     85     14,337     93,534     4,887     112,843     65,287     2,909     68,196     181,039   2025*     85     14,609     94,002     4,887     113,583     65,303     2,909     68,212     181,795   2026*     85     14,889     94,472     4,887     114,333     65,319     2,909     68,228     182,561   2027*     85     15,174     94,944     4,887     115,090     65,335     2,909     68,244     183,334   2028*     85     15,463     95,418     4,887     115,853     65,351     2,909     68,260     184,113   2029*     85     15,758     95,895     4,887     116,625     65,367     2,909     68,276     184,901   2030*     85     16,067     96,375     4,887     117,414     65,383     2,909     68,292     185,706   2031*     85     16,378     96,857     4,887     118,207     65,399     2,909     68,308     186,515   2032*     85     16,691     97,342     4,887     119,005     65,415     2,909     68,324     187,329   2033*     85     17,011     97,829     4,887     119,812     65,431     2,909     68,340     188,152   2034*     85     17,336     98,318     4,887     120,626     65,447     2,909     68,356     188,982   2035*     85     17,667     98,810     4,887     121,449     65,463     2,909     68,372     189,821   2036*     85     18,008     99,304     4,887     122,284     65,479     2,909     68,388     190,672   2037*     85     18,357     99,800     4,887     123,129     65,495     2,909     68,404     191,533     Sources: Historic data derived from FAA OPSNET. * Forecast data via FAA TAF.   Regional Airport Competition . The following four airports, each accommodating business jet service and providing a minimum runway length of 5,000 feet, have been identified as alternate locations within the OPF service area.   MIA is operated by the Miami-Dade Aviation Department and is the property of Miami-Dade County. MIA now offers more flights to Latin America and the Caribbean than any other United States airport, is the United States’ third-busiest airport for international passengers, with over 80 airlines serving 150 destinations, and is the nation’s top airport for international freight. MIA is also the leading economic engine for Miami-Dade County and the State of Florida. MIA’s vision is to grow from a recognized hemispheric hub to a global airport of choice that offers customers a world-class experience and an expanded route network with direct passenger and cargo access to all world regions. Signature Flight Support is the only FBO onsite at MIA, offering a 20,000-square foot community hangar. No private hangar space is available.   Miami-Executive Airport (“TMB”) is a public airport in unincorporated Miami-Dade County, Florida, 13 miles southwest of downtown Miami. TMB is operated by the Miami-Dade Aviation Department and is a designated reliever airport for MIA. TMB’s property is composed of 1,360 acres and includes three active runways. Facilities at TMB include FBOs, T-hangar bays, business hangars, an aviation museum and office space. TMB also has a Customs and Border Patrol facility to service international traffic. Among TMB’s major tenants are several aircraft maintenance businesses, FBOs, air taxi/charter operators and flight schools. With its on-site aviation-related schools and the airport’s proximity to businesses in the South Florida region, TMB has a significant amount of flight training, business and charter operations. The airport includes three FBOs: Reliance Aviation, Signature Flight Support and Air Sal Aviation. No private hangar space is available among the FBOs at TMB, and certain community hangars cannot accommodate larger aircraft.   14 Table of Contents   Fort Lauderdale-Hollywood International Airport (“FLL”) is in unincorporated Broward County, Florida, located in Fort Lauderdale, 21 miles north of Miami. FLL is one of the fastest-recovering U.S. airports, with passenger traffic approaching 2019 pre-pandemic levels. Despite the impact of COVID-19 on the aviation industry in 2020, FLL ranked 6th in total passenger traffic recovery and 4th in international traffic recovery amongst U.S. airports. In 2020, the airport served 16.5 million passengers. In 2019, FLL ranked 18th in total traffic and 10th in total international traffic among U.S. airports. The airport lacks any vacant developable land, providing significant barriers to entry. There are four FBOs at FLL: Jetscape, Sheltair, National Jets and Signature Flight Support. Among these, Sheltair offers a private 15,000-square foot hangar, which is fully occupied.   Palm Beach International Airport (“PBI”) is located 2.5 miles west of downtown West Palm Beach and 3.5 miles west of Palm Beach. PBI serves both air commercial airlines and general aviation aircraft. The airport has a 24-hour control tower and a U.S. Customs & Immigration port of entry facility. PBI’s general aviation interest is served by three full service FBOs: Atlantic Aviation, JetAviation and Signature Flight Support. Available hangar space is limited to community hangars.   Based Aircraft — Regional Airports . The following chart identifies the latest available information on the number of aircraft based at OPF and alternative general aviation airports in OPF’s service area.   Aircraft Based on the Field OPF and Alternatives   Location   Single Engine     Multi Engine     Jet*     Helicopters     Military     Total   Miami International (MIA)**   0     13     5     0     0     18   Miami Executive (TMB)**   104     17     45     6     3     175   Fort Lauderdale-Hollywood International (FLL)***   23     13     88     1     0     125   Palm Beach International (PBI)***   7     10     122     13     1     153   Miami-Opa Locka Executive (OPF)*   35     13     171     3     5     227   TOTAL   169     66     431     23     9     698   OPF as a % of Total   21%     20%     40%     13%     56%     33%     Source: JETNET and AirNav. * Jet data current as of 2021 from JETNET. ** AirNav data current as of 2018. *** AirNav data current as of 2021.   On-Airport Hangar Services Competition . The existing stock of hangar space at OPF comprises approximately 266,000 square feet of space, with an additional 350,000 square feet of new construction hangar space planned. There are six large, nested T-Hangar rows on the airport, capable of storing 99 aircraft. Aside from the proposed SHG Corporation Miami-Opa Locka development, no private hangar space for larger aircraft is available at OPF.   Nashville Site   The Airport . Nashville International Airport in Nashville, Tennessee (“BNA”) is the primary commercial air service facility serving the Nashville metropolitan area and is the largest airport in the State of Tennessee. As the only medium hub in the region, BNA serves as the primary commercial service airport for the air service area. BNA is one of the nation’s fastest-growing airports. The combination of Nashville’s robust economy and business and tourism appeal led to seven successive years of often double-digit growth, which ended with 18.3 million passengers that passed through the airport in 2019.   Nashville Site Facilities . We obtained lease rights to 15.15 acres of land at BNA. The facilities at BNA plan to consist of nine newly constructed individually-leased NFPA Group III hangars comprising 122,400 total square feet. Our Nashville campus also includes an existing facility, Hangar 14, with an area of 27,202 square feet. Groundbreaking on the new facilities at BNA occurred in July 2021.   Each of the hangars includes a ramp area for aircraft startup and shutdown in front of the hangar doors. Car parking is included in the hangar space, which can accommodate multiple cars. The adjoining office space includes high-end finishes with a kitchen, storage and a bathroom with a shower. Each unit is also assigned adjacent outdoor parking. The hangars are rented on long-term leases, with the Company including its own line crew and ground service equipment. The Company will offer fuel at a negotiated discounted price for our tenants.   Nashville Facilities Construction Project . The total cost of the Nashville facilities is estimated to be approximately $27 million. A construction contract has been awarded for the Nashville facilities.   15 Table of Contents   SHG Corporation Nashville Tenant Leases/LOIs . Currently, we have an executed lease for 100% of the existing facility at BNA. The subtenant, one of the largest charter operators in the United States with locations at 20 airports, is currently operating out of the hangar facility. The lease commenced January 1, 2021 for a three-year term, with one 3-year renewal option. The in-place lease reflects approximately 18% of the overall leasable area of the facilities at BNA. The remaining hangar units currently are being offered for lease.   General Airport Facilities . BNA has four runways, the longest of which is 11,030 feet. Berry Field Air National Guard Base is located on the premises of BNA, and since 1937, it has hosted the 118th Airlift Wing.   Based Aircraft . According to 2019 Tennessee Aviation System Plan data, BNA accommodated 116 based aircraft, as summarized in the following table:   Based Aircraft BNA   Aircraft Type   Total             Jet     63   Multi-Engine Aircraft     15   Single Engine Aircraft     16   Helicopters     1   Military     21   Total     116     Sources: Jet data from JETNET as of 2021. All other data from 2019 Tennessee Aviation System Plan data.   Aircraft Operations . Between 2018 and 2019, BNA experienced a 7.51% increase in overall operations. Total general aviation operations increased 0.25%. The effects of the COVID-19 pandemic can be seen in the change from 2019 to 2020: total operations at BNA decreased 30.47% and general aviation declined 27.89%. Civil operations saw 26 total operations, where previously there had been none. The significant increase in projected operations from 2020 to 2021 is largely attributable to the fact that TAF forward-looking data was produced prior to the pandemic, and does not consider its ongoing effects.   As illustrated in the table below, growth in overall operations through 2037 is projected to range from 2.21% to 2.82%, averaging 2.48%. Actual 2019 FAA data for general aviation operations at BNA indicate that 15.7% of the airport’s operations were dedicated to iterant and based general aviation. This is typical for a commercial hub, as 71% of total operations for 2019 were attributable to air carrier operations.   HISTORICAL AND PROJECTED AIRCRAFT OPERATIONS BNA         Itinerant Operations     Local Operations         Fiscal Year     Air Carrier     Air Taxi & Commuter     General Aviation     Military     TOTAL     Civil     Military     TOTAL     TOTAL OPS   2018     147,743     31,084     36,874     2,845     218,546     0     0     0     218,546   2019     167,153     27,607     36,966     3,238     234,964     0     0     0     234,964   2020     114,102     19,975     26,658     2,604     163,339     26     0     26     163,365   2021     153,990     26,236     36,475     2,726     219,427     0     0     0     219,427   2022*     197,614     25,294     38,211     3,019     264,138     0     0     0     264,138   2023*     206,176     23,376     38,592     3,019     271,163     0     0     0     271,163   2024*     213,300     23,089     38,977     3,019     278,385     0     0     0     278,385   2025*     220,070     23,298     39,366     3,019     285,753     0     0     0     285,753   2026*     226,858     23,509     39,759     3,019     293,145     0     0     0     293,145   2027*     233,714     23,723     40,156     3,019     300,612     0     0     0     300,612   2028*     240,738     23,940     40,557     3,019     308,254     0     0     0     308,254   2029*     247,771     24,159     40,962     3,019     315,911     0     0     0     315,911   2030*     254,862     24,381     41,371     3,019     323,633     0     0     0     323,633   2031*     262,093     24,606     41,784     3,019     331,502     0     0     0     331,502   2032*     269,427     24,833     42,201     3,019     339,480     0     0     0     339,480   2033*     276,790     25,062     42,622     3,019     347,493     0     0     0     347,493   2034*     284,162     25,293     43,047     3,019     355,521     0     0     0     355,521   2035*     291,581     25,527     43,477     3,019     363,604     0     0     0     363,604   2036*     299,106     25,764     43,911     3,019     371,800     0     0     0     371,800   2037*     306,632     26,003     44,349     3,019     380,003     0     0     0     380,003     Sources: Historic data derived from FAA OPSNET. * Forecast data via FAA TAF.   16 Table of Contents   Regional Airport Competition . Primary alternate airports to BNA, which accommodate business jet service and provide a minimum runway length of 5,000 feet, include Smyrna Rutherford County Airport (“MQY”), John C. Tune Airport (“JWN”), Lebanon Municipal Airport ( “M54”), Music City Executive Airport (“XNX”) and Murfreesboro Municipal Airport (“MBT”).   MQY is located 12 miles south of Nashville and serves private and general aviation. With more than 1,700 acres, MQY is the 3rd largest airport in Tennessee. MQY is located in the geographic center of Tennessee and the center of the eastern United States. The airport is served by two FBOs: Azure Flight Support and Hollingshead Aviation. The Azure Flight Support FBO operation is situated on 19 acres under lease with 50,000 square feet of heated hangar space for storage of aircraft, 20 T-Hangar units, and additional land available for development for business hangars. Azure Flight Support offers only community hangar space, whereas Hollingshead Aviation offers both community and private hangar space.   JWN is located eight miles from downtown Nashville and is the busiest general aviation airport in Tennessee. It serves the needs of regional and private aircraft, and is owned and managed by the Metropolitan Nashville Airport Authority. JWN serves the region’s growing private aircraft market and acts as a reliever for BNA.   M54 is a public-use, general aviation facility located 20 minutes from Nashville. M54 is Tennessee’s fourth largest general aviation airport, it covers 9,600 square feet and includes a state-of-the-art terminal facility located at the west ramp. Direct Flight Solutions is the sole FBO at M54 and the only hangar options on the field are community hangars.   XNX is a city-owned public-use general aviation airport located two miles east of the central business district of Gallatin, in Sumner County, Tennessee. Nashville Jet is the sole FBO at XNX and the only hangar options on the field are community hangars. A new 22,500-square foot community hangar is under construction at the airport.   MBT is a general aviation airport serving Middle Tennessee. MBT is one of the only general aviation airports in the state of Tennessee that is self-supporting. The revenue generated from leases and fuel sales funds the operations and capital improvement programs. Middle Tennessee State University trains professional pilots, aircraft mechanics, air traffic controllers, and airport administrators utilizing the airport. The university maintains a fleet of over 25 aircraft and has continued to maintain a ranking of one of the top five aviation programs in the nation. The FBO offers community and T-hangar space.   Based Aircraft — Regional Airports . The following chart identifies the latest available information on the number of aircraft based at each of BNA and the alternative general aviation airports identified above.   Aircraft Based on the Field BNA and Alternatives   Location   Single Engine     Multi Engine     Jet*     Helicopters     Military     Gliders     Ultralights     Total   Smyrna Airport (MQY)   107     61     36     2     0     0     0     206   John C Tune Airport (JWN)   114     23     13     10     0     0     0     160   Lebanon Municipal Airport (M54)   148     8     5     3     0     `5     1     170   Music City Executive Airport (XNX)   74     12     4     2     0     0     0     92   Murfreesboro Municipal Airport (MBT)   130     23     2     1     0     1     0     157   Nashville (BNA)   16     15     63     1     21     0     0     116   TOTAL   589     142     123     19     21     6     1     901   BNA as a % of Total   3%     11%     51%     5%     100%     0%     0%     13%     Source: * Jet data from JETNET as of 2021. All other data from 2019 Tennessee Aviation System Plan data.   On-Airport Hangar Services Competition . FBOs currently based at BNA include Atlantic Aviation and Signature Flight Support. Both FBOs offer the following amenities: pilot’s lounge, waiting area/lounge, weather station, restroom, showers, kitchenette, and conference rooms, flight instruction, rental car, aircraft maintenance and parts supply, hangar rental, aircraft tie-down parking, and aircraft fueling. In addition, BNA has several private hangars that generally provide storage for business aircraft, office space, maintenance space, and passenger/pilot lounges. Some of the private hangars are owned and built by individuals, while others are leased from one of the FBOs. Aside from the proposed SHG Corporation Nashville development, no private hangar space for larger aircraft is currently available at BNA.   17 Table of Contents   Centennial Site   The Airport . Centennial Airport (“APA”) in Englewood, Colorado is owned and operated by the Arapahoe County Public Airport Authority. The airport serves Denver and surrounding areas, is classified as a National airport according to the FAA National Asset Report. APA is the largest general aviation airport in the system, and it is designated as a reliever to Denver International Airport (“DEN”). During the period September 2020 through August 2021, the airport recorded 44,888 domestic business jet operations, ranking it tenth busiest among all business airports in the United States.   Centennial Site Facilities . We obtained lease rights to approximately 20 acres of land in the Centennial lnterPort master-planned business hangar development on the south side of APA. Our Centennial development at APA is located in a secluded, low-traffic area on the airfield. The campus will be constructed in two phases, and in total will consist of 18 individually leased NFPA Group III hangars comprising 233,210 total square feet. Our Centennial campus will include two hangar layouts, each including a ramp area for aircraft startup and shutdown in front of the hangar doors. Car parking is included in an attached two car garage and the hangar space. The adjoining office space includes high-end finishes with a kitchen, storage and a bathroom with a shower. Each unit is also assigned adjacent outdoor parking.   Centennial Facilities Construction Project . The total cost of the Centennial facilities is estimated to be approximately $48 million. To date, the new facilities at the Centennial site are in the design and predevelopment phase, and a construction contract has not been awarded.   SHG Corporation Centennial Tenant Leases/LOIs . Currently, there are no LOIs executed at the Centennial site. The hangar units currently are being marketed for lease, pending permitting.   General Airport Facilities . APA covers approximately 1,315 acres and has three runways. Other facilities at the airport include hangars and tie-downs for aircraft parking and fuel services. Services available at APA include aircraft repair and maintenance services, including airframe, power plant and avionics repair. The airport includes a U.S. Customs facility on the airfield. FBO services at APA are provided by Denver jetCenter, TAC Air, Modern Aviation, Signature Flight Support, and The Heliplex.   Based Aircraft APA   Aircraft Type   Total             Jet     139   Multi-Engine Aircraft     100   Single Engine Aircraft     585   Helicopters     23   Military     0   Total     847     Source: Jet data from JETNET as of 2021. All other data from AirNav as of 2019.   Aircraft Operations . Between 2018 and 2019, APA experienced a 3.54% increase in overall operations. Total general aviation operations increased 5.65%, and local civil operations increased 2.30%. The effects of the COVID-19 pandemic can be seen in the change from 2019 to 2020: total operations at APA decreased 5.41%, general aviation declined 13.48%, and civil operations declined 0.66%. The significant increase in projected operations from 2020 to 2021 is largely attributable to the fact that TAF forward-looking data was produced prior to the pandemic, and does not consider its ongoing effects. As illustrated in the table on the following page, nominal growth is projected in overall operations through 2037.   18 Table of Contents   HISTORICAL AND PROJECTED AIRCRAFT OPERATIONS APA         Itinerant Operations     Local Operations         Fiscal Year     Air Carrier     Air Taxi & Commuter     General Aviation     Military     TOTAL     Civil     Military     TOTAL     TOTAL OPS   2018     97     32,045     137,653     3,836     173,631     163,040     1,327     164,367     337,998   2019     171     32,904     145,435     3,568     182,078     166,795     1,076     167,871     349,949   2020     54     35,713     125,835     2,991     164,593     165,687     721     166,408     331,001   2021     29     48,286     122,114     3,771     174,200     136,146     515     136,661     310,861   2022*     137     33,755     145,986     3,577     183,455     168,710     1,059     169,769     353,224   2023*     137     34,127     146,424     3,577     184,265     169,230     1,059     170,289     354,554   2024*     137     34,503     146,864     3,577     185,081     169,751     1,059     170,810     355,891   2025*     137     34,883     147,305     3,577     185,902     170,274     1,059     171,333     357,235   2026*     137     35,266     147,747     3,577     186,727     170,798     1,059     171,857     358,584   2027*     137     35,651     148,191     3,577     187,556     171,324     1,059     172,383     359,939   2028*     137     36,042     148,636     3,577     188,392     171,851     1,059     172,910     361,302   2029*     137     36,436     149,082     3,577     189,232     172,380     1,059     173,439     362,671   2030*     137     36,838     149,529     3,577     190,081     172,910     1,059     173,969     364,050   2031*     137     37,241     149,978     3,577     190,933     173,442     1,059     174,501     365,434   2032*     137     37,650     150,428     3,577     191,792     173,976     1,059     175,035     366,827   2033*     137     38,061     150,880     3,577     192,655     174,511     1,059     175,570     368,225   2034*     137     38,482     151,333     3,577     193,529     175,049     1,059     176,108     369,637   2035*     137     38,905     151,788     3,577     194,407     175,587     1,059     176,646     371,053   2036*     137     39,333     152,244     3,577     195,291     176,128     1,059     177,187     372,478   2037*     137     39,764     152,701     3,577     196,179     176,670     1,059     177,729     373,908     Sources: Historic data derived from FAA OPSNET. * Forecast data via FAA TAF.   Regional Airport Competition . Alternate general aviation airports offering business jet service and a minimum runway length of 5,000 feet in APA’s service area include Denver International Airport (“DEN”), Greeley-Weld County Airport (“GXY”), Rocky Mountain Metropolitan (“BJC”) and Colorado Air & Space Port (“CFO”). Although there are other general aviation airports across the State of Colorado, these facilities are the most likely to compete with Sky Centennial for tenants and users of hangars space.   DEN is a commercial service airport located 16 miles northeast of downtown Denver. The airport is owned and operated by the City of Denver and was opened as a new airport in February 1995. DEN is the primary commercial service airport for the Denver metropolitan area and acts as an international hub for Colorado and the surrounding states. The airport has six runways including one at 16,000 feet long, which is the longest commercial service runway in North America. In addition to air carrier passenger operations, DEN supports large scale air cargo and charter activities. DEN is the 20th-busiest airport in the world and the 5th-busiest airport in the United States. As a major international airport, DEN does not feature a large general aviation operation. There is one FBO serving the airport - Signature Flight Support. According to the Colorado Aviation System, as of 2020, DEN provides hangars for 80% of based aircraft fleet and 50% of weekly average overnight transient storage. The airport includes three hangar spaces for based aircraft, with two based aircraft representing 80% of the fleet. Hangar space at DEN is limited to community space.   GXY is a general aviation airport in northern Colorado, located approximately three miles east of Greeley’s central business district. The airport is owned and operated by the Greeley-Weld County Airport Authority and has two runways, which are 10,501 feet long and 5,502 feet long, respectively. The airport is primarily used by recreational aircraft, flight schools, and business aircraft visiting businesses in Greeley, the University of Northern Colorado or oil extraction operations in the surrounding region. Other activities at GXY include aerial crop application, aerial inspections and flight testing. According to the Colorado Aviation System, as of 2020, GXY provides hangars for 50% of based aircraft fleet and 50% of weekly average overnight transient storage. The airport includes 218 hangar spaces for based aircraft, with 121 based aircraft representing 60% of the fleet. Hangar space is limited to community space, with no facilities able to accommodate larger aircraft.   BJC is a general aviation airport located nine miles northwest of downtown Denver along the U.S. Highway 36 corridor. The airport is owned and operated by Jefferson County. BJC has three runways, including one of which is 9,000 feet long. The airport is used heavily for flight training, recreational flying, business activities and aerial wildland/firefighting. Additionally, the airport frequently receives large corporate and college charter aircraft visiting the University of Colorado. BJC is also home to a U.S. Forest Service heavy tanker base and the National Center for Atmospheric Research Aviation Facility. BJC is the second busiest general aviation airport in Colorado and is home to several large aviation and aerospace businesses. According to the Colorado Aviation System, as of 2020, BJC provides hangars for 60% of based aircraft fleet and 50% of weekly average overnight transient storage. The airport includes 199 hangar spaces for based aircraft, with 255 based aircraft representing 60% of the fleet. Sheltair Aviation and Signature Flight Support provide FBO services at BJC.   CFO is a general aviation airport in the Denver area. The airport is owned and operated by Adams County. CFO has two runways that measure 8,000 feet in length. The airport is used for flight training, recreational flying, aerospace manufacturing, and business/corporate activity. CFO is home to a rocket engine testing facility, an Army National Guard armory and the Colorado Department of Transportation Division of Aeronautics’ office. CFO earned its spaceport license in 2018, making the facility the first and only licensed public-use spaceport in Colorado and the FAA Northwest Mountain region. CFO is located on 3,200 acres of land, less than eight miles southeast of DEN, enabling users to quickly access aerospace companies on the Front Range and around the world. CFO is already home to several aerospace companies, including Reaction Engines, which is conducting research on hypersonic propulsion solutions. According to the Colorado Aviation System, as of 2020, CFO provides hangars for 60% of based aircraft fleet and 50% of weekly average overnight transient storage. The airport includes 291 hangar spaces for based aircraft, with 261 based aircraft representing 60% of the fleet. These are community hangars, able to accommodate only small aircraft and mid-sized jets.   19 Table of Contents   Based Aircraft — Regional Airports. The following chart identifies the latest available information on the number of aircraft based at APA and the alternative general aviation airports described above. As illustrated, APA is ranked first in total number of based aircraft, according to the most recent data available. APA garners 47% of the overall based aircraft market share. Moreover, APA also is first in total number of based jets. The facility garners 44% of the based multi-engine market and 65% of the based jet aircraft market.   Aircraft Based on the Field APA and Alternatives   Location   Single Engine     Multi Engine     Jet*     Helicopters     Ultralights     Total   Denver International (DEN)**   0     1     1     0     0     2   Greeley Weld County (GXY)**   127     18     5     3     0     153   Rocky Mountain Metropolitan (BJC)***   341     70     67     21     1     500   Colorado Air & Space Port (CFO)***   247     38     2     4     1     292   Centennial (APA)**   585     100     139     23     0     847   TOTAL   1,300     227     214     51     2     1,794   APA as a % of Total   45%     44%     65%     45%     0%     47%     Source: JETNET and AirNav. * Jet data current as of 2021 from JETNET. ** Data current as of 2018. *** Data current as of 2019.   On-Airport Hangar Services Competition . Nine providers of hangar services have been identified at APA, as illustrated in the table below.   Summary of APA Hangar Rentals   No.   Property Name Type   NRA (SF)     Avail SF     Occupancy     Ask Rent $/SF     Actual Rent $/SF     % Diff Ask-Actual   1   Denver jetCenter FBO   200,000     0       100.00 %   $ 23.00     $ 21.00       -8.70 % 2   TACAir FBO   139,271     0       100.00       20.00       19.00       -5.00   3   Signature Flight Support FBO   25,643     5,000       80.50       26.00       24.00       -7.69   4   Modern Aviation FBO   48,000     5,000       89.58       27.00       25.00       -7.41   5   Cloud 7 Private   21,741     0       100.00       26.00       26.00       0.00   6   Willowbrook Park Private   121,181     0       100.00       17.50       16.00       -8.57   7   SunBorne XVI, Ltd. Private   75,804     0       100.00       26.00       24.50       -5.77   8   Aero Colorado Private   30,000     0       100.00       26.00       23.00       -11.54   9   Floors & Doors Private   21,850     0       100.00       27.00       27.00       0.00   TOTAL/AVERAGE   683,490     10,000       96.68 %   $ 24.28     $ 22.83       -5.97 %   Source: July 30, 2020 Market Conditions Report completed by Stijgend Real Estate, LLC   On-Airport Hangar Services Competition. FBO services at APA are provided by Denver Jet Center, TAC Air, Modern Aviation, Signature Flight Support, and The Heliplex. The FBOs offer standard amenities such as pilot’s lounge, waiting area/lounge, weather station, restroom, showers, kitchenette, and conference rooms, flight instruction, rental car, aircraft maintenance and parts supply, hangar rental, aircraft tie-down parking, and aircraft fueling. APA has several private hangars that provide storage for business aircraft, office space, maintenance space, and passenger/pilot lounges. Some of the private hangars are owned and built by individuals or corporations based locally.   Deer Valley Site   The Airport . The Phoenix Deer Valley Airport in Phoenix, Arizona (“DVT”) is a medium sized, predominantly business and general aviation airport that is owned and operated by the City of Phoenix. DVT is located on 914 acres within Phoenix’s northern limits, approximately 20 miles north of downtown and approximately 17 miles north of Phoenix Sky Harbor International Airport (“PHX”). DVT serves to relieve general aviation air traffic from PHX and is a convenient alternative to the larger and more congested airport. This convenience has led DVT to become one of the busiest general aviation airports in the country, ranking second in the FAA’s Top 10 Busiest General Aviation Airports, as of 2017. The airport is also home to several flight schools. No commercial passenger service operations are available; however, air taxi service is available.   20 Table of Contents   Deer Valley Site Facilities . We obtained lease rights to approximately 15 acres of land at DVT on the southeast side of the airport. Our Deer Valley development at DVT is located in a secluded, low-traffic area on the airfield. The campus will consist of 18 individually leased NFPA Group III modular hangars comprising 218,600 total square feet. Ground-breaking for the first phase is projected to commence by the second quarter of 2022. Every hangar includes a ramp area for aircraft startup and shutdown in front of the hangar doors. Car parking is included in the hangar space, which can accommodate multiple cars. The adjoining office space includes high-end finishes with a kitchen, storage and a bathroom with a shower. Each unit is also assigned adjacent outdoor parking.   The hangars are rented on long-term leases, with the Company including its own line crew and ground service equipment.   Deer Valley Facilities Construction Project . The total cost of the Deer Valley facilities is estimated to be approximately $40 million. To date, the new facilities at the Deer Valley Site are in the design and predevelopment phase, and a construction contract has not been awarded.   SHG Corporation Deer Valley Tenant Leases/LOIs . Currently, we have five executed LOIs.   The remaining hangar units currently are being offered for lease. Currently, the property is exempt from real estate tax.   General Airport Facilities . DVT has two parallel runways. The airport offers a complete range of services including fueling, avionics repair, maintenance, parts, flight training, new and used aircraft sales, aircraft rentals, a pilot shop, and a restaurant. The landside facilities at DVT include the terminal building, the Cutter Aviation FBO, Westwind School of Aeronautics and TransPac Aviation Academy flight schools, fueling facilities, major utilities, and support facilities.   Based Aircraft . The airport has 884 based aircraft, as summarized in the following table:   Based Aircraft DVT   Aircraft Type   Total             Jet     15   Multi-Engine Aircraft     87   Single Engine Aircraft     753   Helicopters     15   Military     2   Gliders     10   Ultralights     2   Total     884     Source: Jet data from JETNET as of 2021. All other data from AirNav as of 2020.   Aircraft Operations . Between 2018 and 2019, DVT experienced a 10.03% increase in overall operations. Total general aviation operations decreased 30.59%, and local civil operations increased 14.07%. The effects of the COVID-19 pandemic can be seen in the change from 2019 to 2020: total operations at DVT decreased 11.9%, general aviation declined 16.44%, and civil operations declined 12.87%. The significant increase in projected operations from 2020 to 2021 is largely attributable to the fact that TAF forward-looking data was produced prior to the pandemic, and does not consider its ongoing effects. As illustrated in the table on the following page, nominal growth is projected in overall operations through 2037.   21 Table of Contents   HISTORICAL AND PROJECTED AIRCRAFT OPERATIONS DVT         Itinerant Operations     Local Operations         Fiscal Year     Air Carrier     Air Taxi & Commuter     General Aviation     Military     TOTAL     Civil     Military     TOTAL     TOTAL OPS   2018     13     4,600     140,700     117     145,430     269,689     47     269,736     415,166   2019     42     51,326     97,666     92     149,126     307,645     19     307,664     456,790   2020     20     52,662     81,608     50     134,340     268,064     40     268,104     402,444   2021     15     26,154     70,206     54     96,429     175,548     2     175,550     271,979   2022*     18     37,444     113,489     96     151,047     327,563     19     327,582     478,629   2023*     18     37,444     113,603     96     151,161     328,547     19     328,566     479,727   2024*     18     37,444     113,717     96     151,275     329,534     19     329,553     480,828   2025*     18     37,444     113,831     96     151,389     330,523     19     330,542     481,931   2026*     18     37,444     113,945     96     151,503     331,515     19     331,534     483,037   2027*     18     37,444     114,059     96     151,617     332,509     19     332,528     484,145   2028*     18     37,444     114,173     96     151,731     333,508     19     333,527     485,258   2029*     18     37,444     114,287     96     151,845     334,509     19     334,528     486,373   2030*     18     37,444     114,401     96     151,959     335,513     19     335,532     487,491   2031*     18     37,444     114,515     96     152,073     336,519     19     336,538     488,611   2032*     18     37,444     114,629     96     152,187     337,529     19     337,548     489,735   2033*     18     37,444     114,743     96     152,301     338,542     19     338,561     490,862   2034*     18     37,444     114,858     96     152,416     339,557     19     339,576     491,992   2035*     18     37,444     114,973     96     152,531     340,577     19     340,596     493,127   2036*     18     37,444     115,088     96     152,646     341,599     19     341,618     494,264   2037*     18     37,444     115,203     96     152,761     342,624     19     342,643     495,404     Sources: Historic data derived from FAA OPSNET. * Forecast data via FAA TAF.   Regional Airport Competition . Primary alternate airports to DVT that accommodate corporate jet service and offer a minimum runway length of 5,000 feet include PHX, Scottsdale International Airport (“SDL”), Glendale Municipal Airport (“GEU”) and Goodyear Airport (“GYR”).   PHX has been owned and operated by the City of Phoenix since 1935. PHX occupies approximately 3,400 acres of land located about four miles east of the downtown Phoenix area. It is the only Arizona airport designated as a large hub by the FAA and is the principal commercial service airport serving metropolitan Phoenix and most of Arizona’s population. There are no other U.S. large-hub commercial service airports within a five-hour drive of Phoenix, with the closest being Las Vegas’ McCarran International Airport (approximately 290 miles to the northwest). PHX served over 17.3 million enplaned passengers in fiscal year 2020 and over 22.8 million enplaned passengers in fiscal year 2019. PHX has two FBOs, only one of which offers hangar space for lease. Cutter Aviation provides community hangar space in a 24,000 square foot of hangar that can accommodate aircraft sizes up to a Gulfstream G-550 or Bombardier Global Express. No private hangar space is available.   SDL is located in the northeastern portion of the Phoenix Metropolitan Area, within the City of Scottsdale. The airport consists of approximately 282 acres and is situated between the McDowell Mountains to the north and the Camelback Mountain to the south. The airport is surrounded by commercial and industrial developments within the Scottsdale Industrial Airpark and Scottsdale Business Center. SDL is a public-use, general aviation reliever facility. Facilities at the airport include a runway, which is 8,249 feet and includes fuel services, aircraft storage in hangars and tie-downs. SDL includes three FBOs offering hangar space for lease: Jet Aviation, Ross Aviation, and Signature Flight Support. Neither offer private hangar space. Jet Aviation’s 30,000-square foot hangar is a community hangar. Ross Aviation has approximately 156,000 square foot of community hangar. Signature Flight Support has approximately 150,000-square foot of community hangar.   GEU is a general aviation airport that is owned by the City of Glendale and is operated on a daily basis by a fulltime Airport Administrator who reports to the Deputy Public Works Director – Transportation. GEU is a public-use, general aviation reliever facility. Facilities at the airport include one runway, which is 7,150 feet. Glendale Hangars provides private hangar rentals at GEU, which consist of “bare bones” facilities, with no office space or onsite amenities. The sole FBO on the airport is Glendale Aero Services.   GYR is a general aviation airport located in Goodyear, Arizona, approximately twenty miles west of downtown Phoenix. The airport is designated as a general aviation reliever airport to PHX. GYR has no commercial airline activity and is a center for flight training, aircraft maintenance, repair and overhaul, and aircraft storage. GYR is owned and operated by the City of Phoenix. Facilities at the airport include one runway at 8,500 feet, as well as fuel services, and aircraft storage in box and T-hangars. Several long-standing tenants of GYR include an aircraft maintenance, repair and overhaul company, flight schools, and Lux Air Jet Center, an FBO that offers rentals within community hangars. Such hangars are “bare bones” facilities, with no office space or onsite amenities.   Based Aircraf t — Regional Airports . The following chart identifies the latest available information on the number of aircraft based at each of DVT and the four primary alternate general aviation airports in DVT’s service area.   22 Table of Contents   Aircraft Based on the Field DVT and Alternatives   Location   Single Engine     Multi Engine     Jet*     Helicopters     Military     Gliders     Ultralights     Total   Phoenix Sky Harbor (PHX)**   14     10     29     11     8     0     0     72   Scottsdale Airport (SDL)***   167     26     155     26     0     0     0     374   Glendale Municipal Airport (GEU)***   82     8     0     2     0     1     1     94   Phoenix Goodyear Airport (GYR)***   188     7     5     1     6     0     0     207   Deer Valley (DVT)*   753     87     15     15     2     10     2     884   TOTAL   1,204     138     204     55     16     11     3     1,631   DVT as a % of Total   63%     63%     7%     27%     13%     91%     67%     54%     Source: JETNET and AirNav * Jet data current as of 2021 from JETNET. ** Data current as of 2019. ***Data current as of 2020.   On-Airport Hangar Services Competition . Currently, the only aircraft hangar rental providers at DVT are the DVT Airport Authority and Cutter Aviation. According to the DVT Airport Authority, they do not have any corporate/executive hangars, but they have available land to build hangars. Cutter Aviation is currently based in two locations at DVT and its future plans at the Airport include the construction of new hangars as well as a modern FBO facility.   Addison Airport Site   On October 15, 2021, we entered into a binding letter of intent with the Town of Addison for a ground lease of approximately 6 acres on the Northeast side of the primary runway at Addison Airport (KADS) in Addison, Texas. The anticipated lease term is 40 years with no additional options, which is the maximum allowable term permitted by the Town of Addison. As part of our development plan, the existing facilities on the site, including a terminal, ramp and automobile parking, will be demolished. We then anticipate developing six hangars with adjoining office and support space constituting approximately 100,000 square feet. Anticipated occupancy for the Addison Airport site is in the third calendar quarter of 2023.   Sky pursued land for development at the Addison Airport via a competitive request for proposal process and was ultimately selected by the Town of Addison to enter into a binding letter of intent and exclusive lease negotiations, as well as due diligence, which is currently underway. Addison Airport is attractive to us because there is virtually no developable land available with airside access. We value a presence on the Addison Airport as we believe it is one of the most prominent business and general aviation airports in the Dallas market and is in close proximity to the residential and business districts where aircraft owners live and work, located only nine miles north of the central business district of Dallas. Additionally, KADS does not cater to commercial flights, making it preferable for basing business aircraft as it provides for the quickest “time-to-wheels-up” in the Dallas area. The existing hangar facilities at KADS are overcapacity and predominantly older with low door heights, which creates little opportunity for attracting newer larger private jet aircraft to the market. We believe these conditions make for an attractive target for our private and exclusive home-base solution.   Customers, Sales and Marketing   We seek to maximize hangar rental charges consistent with capacity utilization at our existing and future facilities. Rental hangar space is open to the public on a non-discriminatory basis, and prospective tenants are reviewed for credit quality and nature of intended use of the facilities. We focus our operations on various types of tenants, including, individuals (directly or through personally- or family-owned LLCs), charter operations, flight schools, corporate fleets, government entities and aviation service providers.   In general, we will execute a letter of intent with the tenant during the construction phase of the project and will execute a final tenant lease before the construction project is completed. Terms of the tenant leases typically range from three to ten years, with most leases having a five-year term. We intend to develop a diversified portfolio of tenants in terms of geography, type of tenant and length of lease term.   While the business currently is dependent on its two largest tenants, longer term, the business does not expect to depend on a single customer, the loss of which would have a material adverse effect on the business. The business expects to diversify its risk by having multiple types of tenants across multiple locations across the country. See “ Risk Factors – Our rental income will initially be concentrated within a small number of tenants and the loss of or default by one or more significant tenants could have a material adverse effect on our business and results of operations ” of this proxy statement.   Overview of Our Leases with Tenants   Tenant lease terms are generally 3-10 years, with maturity dates staggered for purposes of risk management. Base lease rents vary by location, but all leases feature 3% annual rent escalation. Leases are triple-net, with tenants covering insurance, taxes and utilities. Leases include all line services and exclude the cost of fuel. The tenant leases do not have early termination options, and renewals are generally reset to fair market value. Under the terms of our existing leases, the average rent per square foot is $27.17.    23 Table of Contents   Competition   The hangar space rental segment of the aviation services industry in which we operate is very competitive. We compete with national, regional and local FBOs and other hangar real estate companies. Our competitors may include FBOs currently operating at certain airports that may have financial or other resources and/or lower cost structure than us. Other competitors have been in business longer than us and may have greater financial resources available.   We compete with other operators, including FBOs, at all of our current locations, and our hangar campuses may also face indirect competition from operators located at nearby airports. In addition, We may be adversely affected by competition from other facilities within or outside the airports where the facilities are located, including construction of new facilities at the airports at which we operate or the expansion of hangar facilities by competitors at nearby airports. We must compete with other operators based on the location of the facility relative to runways and street access, quality of customer service, safety, reliability, value-added features, and price. See “ Investment Criteria ” of this section for additional information regarding SHG Corporation’s competitors with respect to each particular facility.   Government Regulation   FAA Regulation   The industry is overseen primarily by the FAA. In addition, the Department of Homeland Security, Department of Transportation, Environmental Protection Agency, state and local environmental agencies, and local airport authorities contribute to the regulation of our HBS hangar campuses. The business must comply with federal, state, and local environmental statutes, and regulations, including those associated in part with the operation of fuel storage tank systems and fuel trucks. These requirements include, among others, tank and pipe testing for tightness, soil sampling for evidence of leaking, and remediation of detected leaks and spills.   Environmental and Related Matters   Our HBS hangar campuses are subject to regular inspection by local environmental agencies, as well as local fire marshals and other agencies. The business does not expect that compliance and related remediation work, if any, will have a material negative impact on our business. The business has not received notice requiring it to cease operations at any location or of any abatement proceeding by any government agency for failure to comply with applicable environmental laws and regulations.   Americans with Disabilities Act   Under Title III of the Americans with Disabilities Act (“ADA”), and rules promulgated thereunder, in order to protect individuals with disabilities, public accommodations must remove architectural and communication barriers that are structural in nature from existing places of public accommodation to the extent "readily achievable." In addition, under the ADA, alterations to a place of public accommodation or a commercial facility are to be made so that, to the maximum extent feasible, such altered portions are readily accessible to and usable by disabled individuals. The "readily achievable" standard takes into account, among other factors, the financial resources of the affected site and the owner, lessor or other applicable person.   Compliance with the ADA, as well as other federal, state and local laws, may require modifications to properties we currently own or may purchase, or may restrict renovations of those properties. Failure to comply with these laws or regulations could result in the imposition of fines or an award of damages to private litigants, as well as the incurrence of the costs of making modifications to attain compliance, and future legislation could impose additional obligations or restrictions on our properties. Although our tenants are generally responsible for all maintenance and repairs of the property pursuant to our leases, including compliance with the ADA and other similar laws or regulations, we could be held liable as the owner of the property for a failure of one of our tenants to comply with these laws or regulations.   Environmental Matters   Our business is subject to numerous statutes, rules and regulations relating to environmental protection and is exposed to various environmental risks, hazards, and environmental protection requirements, including those related to the storage and handling of jet fuel and compliance with firefighting regulations. See “ Risk Factors – Our businesses are subject to environmental risks that may impact its future profitability ” of this Form 10-K.   24 Table of Contents   We endeavor to be a leader of the industry’s initiatives to address environmental issues, and it is increasingly focused on how it can reduce its carbon footprint in a sustainable way. As part of this, our HBS hangar campuses are designed to reduce the need to reposition private jets, which reduces the use of fuel as well as air emissions and noise pollution. We operate a fleet of electric ground support equipment which have a low cost to operate and maintain. In addition, our HBS hangar campuses are designed to be electric vehicle charger-equipped and electric airplane charger-ready. In addition, our hangar design contains environmentally friendly aspects such as no-foam fire suppression. Moreover, our hangars are designed to be both solar and wind energy capable for future installation.   Insurance   We maintain the following insurance:   During construction:     ● Builder’s Risk   ● Owner’s Interest   o General Liability   o Excess Liability   ● Contractor’s Pollution Liability   Once operational, each campus maintains:   ● Commercial Property Insurance   o Flood Insurance   o Earthquake Insurance   o Boiler & Machinery Insurance   o Business Income/Loss of Rent Insurance   ● Automobile Liability Insurance   ● General Liability/Products/Hangar Keepers Insurance   ● Environmental Insurance   ● Worker’s Compensation and Employer’s Liability   Tenants at our campuses are required to maintain the following types of insurance:   ● Aircraft Physical Damage and Aircraft Legal Liability   ● General Liability Insurance   ● Worker’s Compensation and Employer’s Liability   ● Automobile Liability Insurance   ● Pollution Liability Insurance   Human Capital   As of December 31, 2021, we had 11 employees and 9 contractors, none of which were subject to collective bargaining agreements. We also engage consultants to supplement our permanent workforce. Our operations are overseen by senior personnel with experience in business aviation and real estate, and includes top-level design, construction, operations, and finance expertise. We consider our employee relations to be in good standing. We are committed to keeping our employees informed and supported through regular communication and events, including our monthly town hall meetings.   We strive to recruit from amongst the best talent in the industry and reward them appropriately. Our success depends in large part on our ability to attract, retain and develop high-quality management, operations, and other personnel who are in high demand, are often subject to competing employment offers, and are attractive recruiting targets for our competitors in fields such as aviation and real estate.   We believe we offer competitive compensation (including base salary, incentive bonus, and in the future, long-term equity awards) and benefits packages designed to attract and reward talented individuals who possess the skills necessary to support our business objectives and assist in the achievement of our strategic goals and development plans. All employees are eligible for health insurance, a retirement plan, and life/disability coverage.   Human capital strategies are developed and managed by our Chief Operating Officer, who reports to the Chief Executive Officer, and are overseen by the compensation committee and the Board. Our executive management team regularly review and update our talent strategy, monitoring a variety of data, including turnover, diversity, and tenure, to design and implement effective recognition, training, development, succession, and benefit programs to meet the needs of our business and our employees.   25 Table of Contents   Periodic Reporting and Financial Information   Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and all amendments to those reports, filed with or furnished to the Securities and Exchange Commission (the “SEC”), are available free of charge through the investor relations sections of the Company’s website, www.skyharbour.group, as soon as reasonably practicable after we have electronically filed such material with, or furnished it to, the SEC. In addition, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.   Pursuant to a Continuing Disclosure Agreement in connection with the PABs, SHC is required to publish (i) Monthly Construction Reports, (ii) quarterly reports containing quarterly financial information of SHC and (iii) annual reports containing audited consolidated financial statements of SHC, all of which are available through the website of the Municipal Securities Rulemaking Board via its Electronic Municipal Market Access (“EMMA”) system at www.msrb.org and on the investor relations section of our website.   The information on our website is not, and shall not be deemed to be, part of this Report or incorporated into any other filings we make with the SEC, except as shall be expressly set forth by specific reference in any such filings.   26 Table of Contents