What changed in this filing

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Item 1. Business

2024-03-27 compared with 2023-03-24 · 247 added, 260 removed, 127 unchanged (80% of the section changed)

Business Combination

On January 25, 2022 (the “Closing Date”), we completed the 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.

Yellowstone Transaction

On January 25, 2022 (the “Closing Date”), we completed the Yellowstone Transaction pursuant to the Equity Purchase Agreement between us and Sky.

As contemplated by the Equity Purchase Agreement, the following occurred on the Closing Date:

(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 investment (the “BOC PIPE”)), 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;

(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 Yellowstone Transaction (taking into account the redemption of Class A Common Stock and the Class A Common Stock issued under the BOC PIPE investment (the “BOC PIPE”)), 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) certain adjustments to the number of Sky Incentive Units were effected to reflect the new capital structure;

(e) the Company was appointed 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;

(g) 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 the net amount held in the YAC trust account after redemptions and taking into account the BOC PIPE and the amount of various transaction costs;

and (h) each YAC Warrant that was issued and outstanding immediately prior to the closing became a Warrant (the transactions referred to in clauses (a) through (h), 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.

The Company’s only assets are its equity interests in Sky.

As of January 26, 2022, the Class A Common Stock and Warrants of the Company began trading on the New York Stock Exchange American LLC (the “NYSE American”) as “SKYH”

and “SKYH WS,”

respectively.

The disclosure in this section gives effect to the Business Combination and includes the operations of Sky prior to the Business Combination.

We are an aviation infrastructure development company building the first nationwide network of Home-Basing Solutions (“HBS”) hangar campuses for business aircraft.

(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;

(g) 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 the net amount held in the YAC trust account after redemptions and taking into account the BOC PIPE and the amount of various transaction costs;

and (h) each YAC Warrant that was issued and outstanding immediately prior to the closing became a Warrant (the transactions referred to in clauses (a) through (h), collectively, the “Yellowstone Transaction”).

As a result of the Yellowstone Transaction, 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.

The Company’s only assets are its equity interests in Sky.

As of January 26, 2022, the Class A Common Stock and Warrants of the Company began trading on the New York Stock Exchange American LLC (the “NYSE American”) as “SKYH” and “SKYH WS,” respectively.

The disclosure in this section gives effect to the Yellowstone Transaction and includes the operations of Sky prior to the Yellowstone Transaction.

We are an aviation infrastructure development company building the first nationwide network of home basing hangar campuses 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 hangar campuses feature exclusive private hangars and a full suite of dedicated services specifically optimized for home-based, versus transient, aircraft.

The physical footprint of the U.S.

business aviation fleet grew by almost 28 million square feet in the ten years preceding the beginning of the COVID-19 pandemic, with hangar supply lagging dramatically, especially in key growth markets.

Our home basing hangar campuses feature exclusive private hangars and a full suite of dedicated services specifically optimized for home based, versus transient, aircraft.

The physical footprint of the U.S.

business aviation fleet grew by almost 28 million square feet in the ten years preceding the beginning of the COVID-19 pandemic, with hangar supply lagging dramatically, especially in key growth markets.

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 50% between 2010 and 2021.

Moreover, over that same period, there was an 81% increase in the square footage of larger private jets –

those with greater than a 24-foot tail height.

A recent study conducted by a business aircraft manufacturer forecasted that business aircraft will only continue to grow in the next ten years, with up to 8,500 new business jet deliveries worth almost $275 billion expected to be delivered between 2023 and 2032, further supported by data from the major business aviation manufacturers that suggest the current order backlog for new business aviation aircraft is almost $47 billion.

These 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”).

Moreover, over that same period, there was an 81% increase in the square footage of larger private jets – those with greater than a 24-foot tail height.

A recent study conducted by a business aircraft manufacturer forecasted that business aircraft will only continue to grow in the next ten years, with up to 8,500 new business jet deliveries worth over $275 billion expected to be delivered between 2024 and 2033, further supported by data from the major business aviation manufacturers that suggest the current order backlog for new business aviation aircraft is over $49 billion.

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.

We believe our scalable, real estate-centric business model is uniquely optimized to capture this market opportunity and address the increased imbalance between the supply and demand for private jet storage.

We believe our scalable, real estate-centric business model is uniquely positioned to capture this market opportunity and address the increased imbalance between the supply and demand for private jet storage.

We intend to capitalize on the existing hangar supply constraints at major U.S.

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.

We realize economies of scale in construction through a proprietary prototype hangar design replicated at HBS hangar campuses across the United States.

We expect to realize economies of scale in construction through a prototype hangar design replicated at home basing hangar campuses across the United States.

This allows for centralized procurement, straightforward permitting processes, efficient development processes, and the best hangar in business aviation.

Unlike a service company, our revenues are mostly derived from long-term rental agreements, offering stability and forward visibility of revenues and cash flows.

Unlike a service company, our revenues are mostly derived from long-term rental agreements, offering stability and forward visibility of revenues and cash flows.

This allows the Company to fund its development through the public bond market, providing capital efficiency and mitigating refinance risk.

In contrast with community hangars and other facilities provided by FBOs, the HBS hangar campuses we develop provide the following features and services:

In contrast with community hangars and other facilities provided by FBOs, the home basing hangar campuses we develop provide the following features and services:

private hangar space for exclusive use of the tenant;

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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 capability, industrial drainage and impervious floors that support in-hangar maintenance and inspections;

1 unchanged sentence

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 that with no transient traffic, our HBS hangar campuses offer a shorter time to wheels-up, even during periods of peak traffic.

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.

Risk Factors 

— 

An epidemic, pandemic or contagious disease, including the ongoing COVID-19 pandemic, could have a material adverse effect on our business and results of operations."

Tax Exempt Senior Bond Issuance

On September 14, 2021, Sky’s subsidiary, Sky Harbour Capital LLC (“SHC”), closed a $166.3 million financing through the sale of Series 2021 private activity tax-exempt senior bonds through a municipal conduit issuer, Public Finance Authority (Wisconsin) (the “Series 2021 PABs”).

Management ’

s Discussion & Analysis of Financial Condition and Results of Operations —

Liquidity and Capital Resources 

— 

Private Activity Bonds ”

for more information regarding the Series 2021 PABS.

The use of proceeds from this issuance, together with proceeds from the sale of the $55.0 million of Sky 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 existing and new hangars in various phases of development and construction and to repay all existing indebtedness of Sky.

We believe that with no transient traffic, our home basing hangar campuses offer a shorter time to wheels-up, even during periods of peak traffic.

Our research has indicated our current and typical future tenants operate late model business jets that emit less noise than other based aircraft, leading to a decreased average noise footprint at our home basing hangar campuses.

We believe demand for home basing hangar campuses 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.

While private aircraft use generally was not affected to the extent of commercial aviation, we believe preferences for air travel and specifically general aviation continue to shift towards private aviation following the COVID-19 pandemic, as industry data suggests that nearly 95% of the entrants who began flying privately during the COVID-19 pandemic are continuing to fly privately through 2023.

See “ Risk Factors — An epidemic, pandemic or contagious disease, such as COVID-19, could have a material adverse effect on our business and results of operations."

Our Properties

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. We lease each of our properties under long-term ground leases.

The tables below present certain information with respect to our portfolio in development and in operation as of December 31, 2022.

Sugar Land Regional Airport (“SGR”), Sugar Land, TX (Houston area);

Miami-Opa Locka Executive Airport (“OPF”), Opa-Locka, FL (Miami area);

Nashville International Airport (“BNA”), Nashville, TN;

Centennial Airport (“APA”), Englewood, CO (Denver area);

Phoenix Deer Valley Airport (“DVT”), Phoenix, AZ;

Addison Airport (“ADS”), Addison, TX (Dallas Area).

We seek to develop our home basing hangar campuses on long-term ground leases (or sub-leases thereof) at airports with suitable infrastructure serving metropolitan centers across the United States.

We lease each of our properties under long-term ground leases.

The tables below present certain information with respect to our portfolio in development and in operation as of December 31, 2023.

Addison Airport ("ADS"), Addison, TX (Dallas area);

Bradley International Airport ("BDL"), Windsor Locks, CT (Hartford area);

Centennial Airport ("APA"), Englewood, CO (Denver area);

Chicago Executive Airport ("PWK"), Wheeling, IL (Chicago area);

Hudson Valley Regional Airport ("POU"), Wappingers Falls, NY (New York area);

Miami-Opa Locka Executive Airport ("OPF"), Opa Locka, FL (Miami area);

Nashville International Airport ("BNA"), Nashville, TN;

Phoenix Deer Valley Airport ("DVT"), Phoenix, AZ;

Sugar Land Regional Airport ("SGR"), Sugar Land, TX (Houston area).

PROPERTIES IN OPERATION

Completion Date

Rentable Square

December 2020

November 2022

February 2023

Total/Weighted Average

PROPERTIES IN DEVELOPMENT

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Square Footage

Predevelopment

December 2024

In Construction

February 2023

Predevelopment

September 2023

November 2024

In Construction

November 2022

February 2024

Predevelopment

November 2024

Predevelopment

In Construction

December 2022

Predevelopment

November 2023

February 2025

Predevelopment

September 2024

Predevelopment

327.1 - 374.7

PROPERTIES IN OPERATION

Completion Date

Rentable Square

December 2020

BNA Phase I & II

November 2022

Total/Weighted Average

215,149

Each constructed facility is expected to consist of clusters of between 9 and 19 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, these facilities are expected to total 80 hangars on 87 acres of ground leases, with an infrastructure of over 1,095,000 square feet expected to be completed in the next five years.

We intend to lease each respective hangar 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 services on the respective sites to us pursuant to a sublease.

Sugar Land Site

SGR is located approximately 20 miles southwest of the Houston central business district.

The airport is situated on 622 acres owned by the City of Sugar Land.

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”).

SGR is designated as a “reliever airport”

for George Bush Intercontinental Airport and William P. Hobby International Airport in Houston, Texas.

24 companies on the 2022 Fortune 500 list are headquartered in the Houston metro area.

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.

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.

Between 2018 and 2019, SGR experienced a 12.0% increase in overall operations based on data from FAA OPSNET.

The effects of the COVID-19 pandemic can be seen in the change from 2019 to 2020:

total operations at SGR decreased 12.3%.

The 11.6% increase in operations from 2020 to 2021 is largely attributable to a return to pre-pandemic levels of operations.

According to forecast data from FAA TAF, the general aviation recovery is projected to continue through 2023 and 2024, with growth projections of 6.5% and 6.9%, respectively.

The sole FBO onsite at SGR is the primary competition for our HBS hangar campus at SGR.

Another company located at SGR has maintenance hangars onsite, and can accommodate short-term hangar rentals without FBO services.

Based Aircraft.

The following table shows based aircraft data at SGR:

Aircraft Based at SGR

Sugar Land Regional (SGR)

JETNET and AirNav. 

Jet data current as of December 2022 from JETNET.

AirNav data current as of December 2022.

Sugar Land Site Facilities.

The total development will consist of 11 individually leased NFPA Group III hangars, with a combined leasable area of 124,480 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 four private hangars.

All hangars feature 28 foot-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 2023, the ground lease related to the parcels comprising the second phase project site will automatically terminate.

Opa-Locka Site

OPF is located approximately 10 miles north of the Miami central business district, 16 miles from Miami Beach and seven miles from Miami International Airport (“MIA”).

OPF, a public-use general aviation facility owned by Miami-Dade County and operated by the Miami-Dade Aviation Department.

Each constructed facility is expected to consist of clusters of hangars comprising at least 100,000 rentable square feet.

Our hangars vary in size and format, however, on average, each hangar provides over 14,000 square feet of hangar space and 1,300 to 2,000 square feet of office space.

Once completed, these facilities are expected to provide an infrastructure of over 1.5 million square feet expected to be completed in the next five years.

We intend to lease each respective hangar 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 home basing services on the respective sites to us pursuant to a sublease.

The following table identifies the latest available information on the number of aircraft based at each of our home basing hangar campus properties.

Addison Airport (ADS)

Bradley International Airport (BDL)

Centennial Airport (APA)

Chicago Executive Airport (PWK)

Hudson Valley Regional Airport (POU)

Miami-Opa Locka Executive Airport (OPF)

Nashville International Airport (BNA)

Phoenix Deer Valley Airport (DVT)

Sugar Land Regional Airport (SGR)

JETNET and AirNav.

Jet data current as of February 2024 from JETNET.

AirNav data current as of February 2024.

The following table summarizes the total aircraft operations and forecasted total aircraft operations from 2019 through 2028 at each of our home basing hangar campus properties.

Total Operations

Forecasted Total Operations

Average Annual

Addison Airport (ADS)

Bradley International Airport (BDL)

Centennial Airport (APA)

Chicago Executive Airport (PWK)

Hudson Valley Regional Airport (POU)

Miami-Opa Locka Executive Airport (OPF)

Nashville International Airport (BNA)

Phoenix Deer Valley Airport (DVT)

Sugar Land Regional Airport (SGR)

Historic data derived from FAA OPSNET and forecast data from FAA TAF.

Addison Airport (ADS)

ADS is owned and operated by the Town of Addison, Texas.

The airport serves the Dallas/Fort Worth Metroplex market and is in close proximity to the residential and business districts where aircraft owners and operators live and work, located only nine miles north of the central business district of Dallas.

ADS 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.

ADS is currently home to nearly 550 based aircraft, including over 120 jet aircraft.

Between 2021 and 2022, ADS experienced a 5.2% increase in overall operations, followed by a 0.9% decrease in operations from 2022 to 2023.

FAA TAF forward-looking data forecasts a rebound in total operations beginning in 2024 and increasing each year thereafter, including increases of 1.5%.

6.8%, and 5.9% for 2024, 2025, and 2026, respectively.

Facilities at ADS include a 7,203 foot runway equipped with high-intensity lighting and a full length parallel taxiway.

Operations are supported by Instrument Landing System (ILS) and RNAV (GPS) instrument approaches.

The airport offers an FAA control tower, 24-hour U.S.

Customs services for international arrivals, no landing fees, and over 70 businesses including maintenance providers, flight schools, and various other aviation-related service providers.

According to the Texas Department of Transportation, as of 2018 the airport contributes over 1,000 on-airport jobs to the Town of Addison.

Aircraft hangar rental providers currently on the airport consist of three FBOs.

Additionally, multiple smaller private hangars exist on the airport, primarily owned by operators or for flight schools and other airport businesses.

We believe the existing hangar facilities at ADS are overcapacity and predominantly older with low door heights, which creates little opportunity for attracting newer larger private jet aircraft to the airport.

Though a new FBO brought additional community hangar square footage to the airport, the combination of older current facilities, lack of private hangar space on the airport, increased wealth migration to the north side of Dallas, and substantial popularity of the airport make for an attractive target for our private and exclusive home basing hangars.

Addison Site Facilities.

We obtained lease rights to approximately six acres on the northeast side of the primary runway.

As part of our development plan, the existing facilities on the site, including a terminal, ramp and automobile parking, have been demolished.

We anticipate developing six hangars with adjoining office and support space constituting 115,506 rentable square feet.

Anticipated project completion for the ADS site is in the first calendar quarter of 2025.

In January 2023, we amended our existing ground lease agreement with the Town of Addison, TX to include additional parcels of land that will effectively double the land available for development at our ADS home basing hangar campus project, with the second phase anticipated to include three hangars comprising an additional 96,873 of rentable square footage.

Bradley International Airport (BDL)

BDL is owned and operated by the Connecticut Airport Authority and is located in Windsor Locks, Connecticut, situated between Hartford, Connecticut and Springfield, Massachusetts.

BDL is classified as a medium-hub primary commercial service airport and is the second-busiest commercial airport in the New England region and major airport serving the states of Connecticut, Massachusetts, and New York.

BDL is situated on over 2,400 acres and includes two runways of 9,510 feet and 6,847, respectively.

General airport facilities at BDL include fuel services, multiple cargo and maintenance facilities, and U.S.

Customs facilities.

BDL is home to the Connecticut Air National Guard, the New England Air Museum, and has hosted both the 103rd Airlift Wing and the 118th Airlift Squadron since 1946.

Between 2021 and 2022, total operations at BDL increased 9.0%, followed by a slight 0.3% increase in total operations from 2022 to 2023.

FAA TAF forward-looking data forecasts a slight decrease of 1.8% in 2024, followed by increases each year thereafter, including annual growth projections of 3.6%, and 0.5% for 2025 and 2026, respectively.

The only aircraft hangar rental providers at BDL are two FBOs, both of which provide standard amenities.

In addition, there are several private hangars at BDL owned by local corporations which generally provide storage for business aircraft, office space, maintenance space, and lounges.

Bradley Site Facilities.

We obtained lease rights to approximately eight acres of land on the north side of BDL.

Our projected development at BDL will consist of 3 NFPA Group III hangars with adjoining office space, with a combined leasable area of 101,400 square feet.

We anticipate the completion of construction and occupancy for our BDL home basing hangar campus in the third calendar quarter of 2026.

Centennial Airport (APA)

APA is owned and operated by the Arapahoe County Public Airport Authority.

The airport serves Denver, Colorado, and surrounding areas and is classified as a National airport according to the FAA National Asset Report.

APA is the largest general aviation airport in the Denver Airport System, and was the fourth busiest general aviation airport in 2023 based on data from FAA OPSNET.

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 also includes a U.S.

Customs facility.

APA is currently home to over 800 based aircraft, including over 140 jet aircraft.

Between 2021 and 2022, APA experienced a 3.3% decrease in overall operations according to FAA OPSNET as the lingering effects of the pandemic continued to be evident.

However, from 2022 to 2023, total operations at APA increased by 20.0%, reflecting a significant rebound from the decreased operational activity.

FAA TAF forward looking data forecasts a slight decrease of 1.0% in 2024, further followed by increases each year thereafter, including annual growth projections of 1.9%, and 1.9%, for 2025 and 2026, respectively.

FBO services at APA are provided by four companies.

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 lounges.

Some of the private hangars are owned and built by individuals or corporations based locally.

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 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 14 NFPA Group III hangars comprising 239,739 total rentable square feet.

Our Centennial home basing hangar 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 to be included in the hangar space and in an attached two car garage.

The adjoining office space will include high-end finishes with a kitchen, storage and a bathroom with a shower.

Each unit is also to be assigned adjacent outdoor parking.

Chicago Executive Airport (PWK)

PWK is the leading general aviation airport in the Chicago area, and a top reliever airport for Chicago O’Hare International (ORD), accepting some 100,000 corporate, charter and light recreational aircraft operations annually.

Located just 10 miles north of ORD, PWK is jointly owned by the Village of Wheeling and City of Prospect Heights, Illinois.

Over 240 aircraft are presently based at PWK, including nearly 100 jet aircraft.

According to FAA OPSNET, between 2021 and 2022 PWK experienced a 2.3% decrease in total operations, which partially reversed from 2022 to 2023, when PWK saw an increase of 0.7% in year-over-year operations.

FAA TAF forward-looking data projects increases of 1.2%, 0.2%, and 0.2% for 2024, 2025, and 2026, respectively.

General airport facilities at PWK consist of three runways, including a 5,001-foot primary runway, as well as fuel services, several maintenance providers, and a flight school.

FBO services at PWK are provided by three companies.

Chicago Executive Site Facilities.

We obtained lease rights to approximately fifteen acres of land at PWK.

The home basing hangar campus will consist of 5 NFPA Group III modular hangars comprising 149,400 total rentable square feet.

Ground-breaking at PWK is provisionally expected to occur in the first calendar quarter of 2025 with occupancy projected in the first calendar quarter of 2026.

Hudson Valley Regional Airport (POU)

POU is a Part 139 Certified Airport with an FAA staffed and operated control tower and nearly 60,000 annual operations.

POU is owned by the County of Dutchess, NY, and is located approximately 34 miles from White Plains and 47 miles from Teterboro.

Based on data from FAA OPSNET, between 2021 and 2022 POU recorded a 3.6% increase in overall operations.

From 2022 to 2023, POU experienced a partial reversal of its previous growth, as total operations decreased 2.4%.

FAA TAF forward-looking data projects a decrease of 5.1% in 2024 followed by increases of 0.1% and 0.1% in the years 2025 and 2026, respectively.

FBO services at POU are provided by one company.

The airport includes a two-megawatt solar array and an Aviation Science Center with a state-of-the-art hangar operated by Dutchess Community College under the State University of New York (SUNY).

The site offers a pilot, aviation management, airframe and powerplant technician, and aviation maintenance technician program.

Hudson Valley Site Facilities.

We obtained lease rights to approximately seven acres of land at POU in a lightly trafficked area near runways 24 and 15.

Our projected development at POU will consist of 3 NFPA Group III hangars with adjoining office space, with a combined leasable area of 101,400 square feet.

We anticipate the completion of construction and occupancy for our POU home basing hangar campus to occur in the second calendar quarter of 2026.

Miami Opa-Locka Executive Airport (OPF)

OPF is located approximately 10 miles north of the Miami central business district, 16 miles from Miami Beach, Florida, and eight miles from Miami International Airport (“MIA”).

OPF is a public-use general aviation facility owned by Miami-Dade County and operated by the Miami-Dade Aviation Department.

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 eighth in the FAA’s Top Ten Airports for Domestic Business Jet Operations, with 55,223 domestic business jet operations during the period February 2022 through January 2023.

Notably, OPF ranks eighth in the FAA’s Top Ten Airports for Domestic Business Jet Operations, with 52,869 domestic business jet operations during the period January 2023 through December 2023.

Facilities at OPF include three runways which are all served by full-length paved parallel taxiways.

Other facilities at OPF include hangars and tie-downs for aircraft parking and fuel services.

Data from FAA OPSNET indicates that between 2018 and 2019, OPF experienced a 10.3% increase in overall operations.

The effects of the COVID-19 pandemic were apparent in the change from 2019 to 2020 as total operations at OPF decreased 20.8%.

The 21.2% increase in operations from 2020 to 2021 is largely attributable to a partial return to pre-pandemic levels of operations.

Forecast data from FAA TAF projects increases of 4.8%, 3.8%, and 4.1% for 2022, 2023, and 2024, respectively.

Data from FAA OPSNET indicates that between 2021 and 2022, OPF experienced a 3.6% decrease in overall operations, before a recording a significant 10.6% increase between 2022 and 2023.

Forecast data from FAA TAF projects a slight 0.4% decrease in 2024, followed by increases of 5.1% and 0.5% for 2025 and 2026, respectively.

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 our Miami-Opa Locka development in construction, no private hangar space for larger aircraft is available at OPF.

Based Aircraft .

The following chart identifies the latest available information on the number of aircraft based at OPF.

Aircraft Based at OPF

Miami-Opa Locka Executive (OPF)

JETNET and AirNav.

Jet data current as of December 2022 from JETNET.

AirNav data current as of December 2022.

Aside from our Miami-Opa Locka development, no private hangar space for larger aircraft is available at OPF.

Miami-Opa Locka Site Facilities.

The OPF facilities are planned to be constructed in two phases and are expected to consist of 19 individually-leased NFPA Group III hangars comprising 262,169 total square feet.

Each hangar is approximately 13,798 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.

The OPF facilities are planned to be constructed in two phases and are expected to consist of 17 individually-leased NFPA Group III hangars comprising 268,058 total rentable square feet.

Construction of the first phase of facilities was completed in February 2023.

Construction of the second phase of facilities is expected to begin in the fourth calendar quarter of 2024 and be completed in the fourth calendar quarter of 2025.

Each hangar 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.

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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.

Nashville Site

Each hangar is also assigned adjacent outdoor parking.

Nashville International Airport (BNA)

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 18.5 million passengers that passed through the airport in 2022.

BNA is one of the nation’s fastest-growing airports.

The combination of Nashville’s robust economy and business and tourism appeal led to eight successive years of often double-digit growth, which ended with 21.9 million passengers that passed through the airport in 2023.

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 it has hosted the 118 th Airlift Wing since 1937.

According to FAA OPSNET, between 2018 and 2019 BNA experienced a 7.5% increase in overall operations.

The effects of the COVID-19 pandemic can be seen in the change from 2019 to 2020 as total operations at BNA decreased 30.5%.

From 2020 to 2021, a significant increase of 34.3% was recorded, and was largely attributable to a rebound to operation levels experienced prior to the pandemic.

FAA TAF forecast data projects a slight decline of 3.6% in 2022 due to lower projected commercial operations, followed by projected increases of 14.0%, 5.1%, and 4.6% in 2023, 2024, and 2025, respectively.

There are two FBOs at BNA offering 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, there are several private hangars at BNA which generally provide storage for business aircraft, office space, maintenance space, and passenger/pilot lounges.

According to FAA OPSNET, between 2021 and 2022 BNA experienced a 14.6% increase in overall operations, which was followed-up by a further 8.1% increase between 2022 and 2023.

FAA TAF forward-looking data projects the growth to continue through 2024, 2025, and 2026, with growth projections of 3.7%, 1.7%, and 2.3%, respectively.

There are two FBOs at BNA.

In addition, there are several private hangars at BNA which 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 our BNA HBS hangar campus, no private hangar space for larger aircraft is currently available at BNA.

Based Aircraft .

The following chart identifies the latest available information on the number of aircraft based at BNA.

Aircraft Based at BNA

Nashville (BNA)

JETNET and AirNav.

Jet data current as of December 2022 from JETNET.

AirNav data current as of December 2022.

Aside from our BNA home basing hangar campus, no private hangar space for larger aircraft is currently available for lease at BNA.

Nashville Site Facilities.

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The constructed facilities at BNA consist of nine newly constructed individually-leased NFPA Group III hangars comprising 121,867 total square feet.

Our Nashville campus also includes an existing facility, Hangar 14, with an area of 27,202 square feet.

Our Nashville campus also includes a legacy facility, Hangar 14, with an area of 27,202 square feet.

Groundbreaking on the new facilities at BNA occurred in July 2021 and construction was completed in October 2022.

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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 offers fuel at a negotiated discounted price for our tenants.

Centennial Site

 APA is owned and operated by the Arapahoe County Public Airport Authority.

The airport serves Denver and surrounding areas and 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. 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.

Four companies currently provide FBO services at APA.

Between 2018 and 2019, APA experienced a 3.5% increase in overall operations according to FAA OPSNET.

The impact of the COVID-19 pandemic is seen in the change from 2019 to 2020, leading to a decline in total operations at APA of 5.4%.

The effects of the pandemic continued to be evident in the change from 2020 to 2021, as APA did not experience the positive effects exhibited by other airports, and total operations at APA decreased a further 6.1%.

FAA TAF forward looking data forecasts a rebound in total operations beginning in 2022 and increasing each year thereafter, including annual growth projections of 4.9%, 3.7%, and 4.9%, for 2022, 2023, and 2024, respectively.

FBO services at APA are provided by four companies.

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.

Based Aircraft .

The following chart identifies the latest available information on the number of aircraft based at APA.

Aircraft Based at APA

Centennial (APA)**

JETNET and AirNav.

Jet data current as of December 2022 from JETNET.

AirNav data current as of December 2022.

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 236,930 total square feet.

Our Centennial HBS hangar 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 the hangar space and in an attached two car garage.

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.

Deer Valley Site

 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”).

Phoenix Deer Valley Airport (DVT)

DVT is a medium sized, predominantly business and general aviation airport that is owned and operated by the City of Phoenix, Arizona.

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.

This convenience has led DVT to become one of the busiest general aviation airports in the country, ranking as the sixth busiest general aviation airport in 2023 based on data from FAA OPSNET.

The airport is also home to several flight schools.

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Based on data from FAA OPSNET, between 2021 and 2022, DVT experienced a 1.2% increase in overall operations.

The effects of the COVID-19 pandemic can be seen in the change from 2019 to 2020 as total operations at DVT decreased 12.0%, and the effects of the pandemic continued to be evident in the change from 2020 to 2021, as total operations at DVT decreased a further 32.4%.

FAA TAF forward looking data forecasts a rebound in total operations beginning in 2022 and increasing each year thereafter, including increases of 18.9%, 18.1% for 2022 and 2023, respectively.

In 2023, DVT recorded an increase of 25.2% in total operations as compared to 2022, as DVT began returning to pre-COVID 19 levels of activity.

FAA TAF forward-looking data forecasts a continued rebound in total operations each year, including increases of 10.7%, 11.8%, and 1.4% for 2024, 2025, and 2026, respectively.

Currently, the only aircraft hangar rental providers at DVT are the DVT Airport Authority and an FBO.

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The FBO is currently based in two locations at DVT and its future plans at DVT include the construction of new hangars as well as a modern FBO facility.

Based Aircraft .

The following chart identifies the latest available information on the number of aircraft based at DVT.

Aircraft Based at DVT

Deer Valley (DVT)

JETNET and AirNav.

Jet data current as of December 2022 from JETNET.

AirNav data current as of December 2022.

Deer Valley Site Facilities.

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Our development at DVT is located in a secluded, low-traffic area on the airfield.

The campus will consist of 16 individually leased NFPA Group III modular hangars comprising 220,764 total square feet.

Ground-breaking for the first phase occurred in December 2022.

The campus will consist of 16 individually leased NFPA Group III modular hangars comprising 220,764 total rentable square feet.

Ground-breaking for the first phase occurred in December 2022.

Every hangar includes a ramp area for aircraft startup and shutdown in front of the hangar doors.

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The adjoining office space includes high-end finishes with a kitchen, storage and a bathroom with a shower.

Each hangar is also assigned adjacent outdoor parking.

Addison Airport Site

ADS is owned and operated by the Town of Addison.

ADS 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.

According to its website, ADS is home to more than 650 based aircraft.

Facilities at ADS include a 7,203 foot runway equipped with high-intensity lighting and a full length parallel taxiway.

Operations are supported by Instrument Landing System (ILS) and RNAV (GPS) instrument approaches.

The airport offers an FAA control tower, 24-hour U.S.

Customs services for international arrivals, no landing fees, and over 70 businesses including maintenance providers, flight schools, and various other aviation-related service providers.

According to the Texas Department of Transportation, as of 2018 the airport contributes over 1,000 on-airport jobs to the Town of Addison. 

Between 2018 and 2019, ADS experienced a 6.1% increase in overall operations.

The effects of the COVID-19 pandemic can be seen in the change from 2019 to 2020 as total operations at ADS decreased 15.9%.

Operations at ADS rebounded from 2020 to 2021, as the airport experienced a 22.8% increase in total operations.

FAA TAF forward looking data forecasts a continued rebound in total operations beginning in 2022 and increasing each year thereafter, including increases of 1.1%.

4.8%, and 3.7% for 2022, 2023, and 2024, respectively.

Aircraft hangar rental providers currently on the airport consist of three FBOs.

Additionally, multiple smaller private hangars exist on the airport, primarily owned by operators or for flight schools and other airport businesses.

The existing hangar facilities at ADS are overcapacity and predominantly older with low door heights, which creates little opportunity for attracting newer larger private jet aircraft to the market.

Based Aircraft .

The following chart identifies the latest available information on the number of aircraft based at ADS.

Aircraft Based at ADS

Addison Airport (ADS)

JETNET and AirNav.

Jet data current as of December 2022 from JETNET.

AirNav data current as of December 2022.

Addison Site Facilities.

We obtained lease rights to approximately six acres on the northeast side of the primary runway.

As part of our development plan, the existing facilities on the site, including a terminal, ramp and automobile parking, will be demolished.

We anticipate subsequently developing six hangars with adjoining office and support space constituting approximately 105,000 square feet.

Anticipated occupancy for the ADS site is in the third calendar quarter of 2024. In January 2023, we amended our existing ground lease agreement with the Town of Addison, TX to include additional parcels of land that will effectively double the land available for development at our ADS HBS hangar campus project.

Each hangar is also assigned adjacent outdoor parking.

Sugar Land Regional Airport (SGR)

SGR is located approximately 20 miles southwest of the Houston central business district.

The airport is situated on 622 acres owned by the City of Sugar Land, Texas.

SGR is a municipal-owned, public-use general aviation facility, and it is included in the Federal Aviation Administration’s (“FAA”) National Plan of Integrated Airport Systems (“NPAIS”).

SGR is designated as a “reliever airport” for George Bush Intercontinental Airport and William P.

Hobby International Airport in Houston, Texas.

24 companies on the 2022 Fortune 500 list are headquartered in the Houston metro area.

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 also includes U.S.

Customs facilities.

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.

Between 2021 and 2022, SGR experienced a 10.0% increase in overall operations based on data from FAA OPSNET.

Overall operations at SGR increased an additional 9.3% between 2022 and 2023.

FAA TAF forward-looking data projects modest growth to continue through 2024, 2025, and 2026, with growth projections of 0.1%, 0.2%, and 0.2%, respectively.

The sole FBO onsite at SGR is the primary competition for our home basing hangar campus at SGR.

Another company located at SGR has maintenance hangars onsite, and can accommodate short-term hangar rentals without FBO services.

Sugar Land Site Facilities.

The total development consists of 7 individually leased NFPA Group III hangars, with a combined leasable area of 66,080 square feet, which was completed in December 2020.

All hangars feature 28 foot-high doors and include 480-, 240- and 120-volt electrical outlets to allow for routine maintenance.

Customers, Sales and Marketing

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We intend to develop a diversified portfolio of tenants in terms of geography, type of tenant and length of lease term.

While much of our historical revenue has been concentrated with our two largest tenants, longer term, we do not expect to depend on a single tenant or group of tenants, the loss of which would have a material adverse effect on our business.

We expect to diversify our risk by having multiple types of tenants across multiple locations across the country.

Risk Factors 

— 

Our rental income is initially 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.

Tenant lease terms are generally 1-10 years, with maturity dates staggered for purposes of risk management.

While much of our historical revenue has been concentrated with our two largest tenants, longer term, we do not expect to depend on a single tenant or group of tenants, the loss of which would have a material adverse effect on our business.

We expect to diversify our risk by having multiple types of tenants across multiple locations throughout the country.

See “ Risk Factors — Our rental income is initially 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.

Tenant lease terms are generally 1-10 years, with maturity dates staggered for purposes of risk management.

Base lease rents vary by location, but all leases feature annual rent escalation.

Leases are structured as either gross or triple-net, with tenants covering insurance, taxes and utilities.

The tenant leases do not have early termination options, and renewals are generally reset to fair market value.

The tenant leases generally do not have early termination options, and we expect renewals to be reset to prevailing fair market value.

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.

We compete with national, regional and local FBOs and other local hangar real estate companies.

Our competitors may include FBOs currently operating at certain airports that may have greater 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.

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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 ”

for additional information regarding our competitors with respect to each particular facility.

See “— Investment Criteria ” for additional information regarding our competitors with respect to each particular facility.

We do not experience substantial seasonal fluctuations in our revenues and the results of operations.

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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.

We 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.

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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.

Our home basing hangar campuses are subject to regular inspection by local environmental agencies, as well as local fire marshals and other agencies.

We do not expect that compliance and related remediation work, if any, will have a material negative impact on our business.

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Americans with Disabilities Act

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.

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.

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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.

Risk Factors  

— 

Our businesses are subject to environmental risks that may impact our future profitability ”

of this Report.

We endeavor to be a leader of the industry’s initiatives to address environmental issues, and we are increasingly focused on how we can reduce our 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.

Our properties are subject to numerous statutes, rules and regulations relating to environmental protection and our business 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 properties are subject to environmental risks that may impact our future profitability ” of this Report.

We endeavor to be a leader of the industry’s initiatives to address environmental issues, and we are increasingly focused on how we can reduce our carbon footprint in a sustainable way.

As part of this, our home basing 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 home basing hangar campuses are designed to be electric vehicle charger-equipped and electric aircraft charger-ready.

In addition, our hangar design contains environmentally friendly aspects such as no-foam fire suppression.

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We maintain insurance of the types and in amounts that we believe to be adequate and consistent with industry standards.

During construction, our principal coverage includes builder's risk, general liability, excess liability, and contractor's pollution liability insurance.

During construction, our principal coverage includes builder's risk, general liability, excess liability, and contractor's pollution liability insurance.

Once operational, each campus maintains commercial property, flood, earthquake, boiler and machinery, business income/loss of rent, automobile liability, general liability, environmental liability, and worker's compensation insurance.

We maintain general liability and product liability insurance in connection with our hangar manufacturing activities.

We also maintain insurance coverage related to our directors and officers, employment-related liabilities, and cyber-related incidents.

We require the tenants at our campuses to maintain aircraft physical damage, general liability, worker's compensation, automobile liability, and pollution liability insurance coverage.

We require the tenants at our campuses to maintain aircraft physical damage, general liability, worker's compensation, and automobile liability insurance coverage.

Human Capital

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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.

Each Sky Harbour home basing hangar campus features the Sky Harbour Academy training program, which includes paid training for a career in the aviation industry.

The Sky Harbour Academy recruits members of disadvantaged and underrepresented communities with an interest in aviation, ultimately providing such members full training and certification as line service technicians and customer service representatives.

The Sky Harbour Academy aims to provide assistance with placement in aviation jobs, including full-time roles at Sky Harbour.

Human capital strategies are developed and managed by our Chief Financial 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.

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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, dated as of September 14, 2021, by and between the Public Finance Authority (Wisconsin) and the Company (the “Continuing Disclosure Agreement”) in connection with the Series 2021 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.

Pursuant to a Continuing Disclosure Agreement, dated as of September 14, 2021, by and between the Public Finance Authority (Wisconsin) and the Company (the “Continuing Disclosure Agreement”) in connection with the Series 2021 Bonds, Sky Harbour Capital LLC (“SHC”), a subsidiary of Sky, 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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business