Sky Harbour Group Corporation (AMEX:SKYH) Q3 2023 Earnings Call Transcript

Sky Harbour Group Corporation (AMEX:SKYH) Q3 2023 Earnings Call Transcript November 14, 2023

Operator: Good day, everyone. My name is Chris, and I’ll be your conference operator today. At this time, I would like to welcome everyone to the Sky Harbour 2023 Third Quarter Earnings Call and Webinar. All lines have been placed on mute to prevent any background noise. After the speakers’ remarks, there will be a question-and-answer session. If you’d like to ask a question, simply submit the question online using the webcast URL posted on our website. Thank you. Francisco Gonzalez, Chief Financial Officer, you may begin.

Francisco Gonzalez: Thank you, operator. I’m Francisco Gonzalez, CFO at Sky Harbour. Hello, and welcome to the third quarter earnings equity investor conference call and webcast for the Sky Harbour Group Corporation. We’ve also invited our bondholder investors and our borrowing subsidiaries, Sky Harbour Capital, to join and participate on this call as well. Before we begin, I’ve been asked by counsel to note that on today’s call, the company will address certain factors that may impact this year’s earnings. Some of the information that we will be discussing today contains forward-looking statements. These statements are based on management’s assumptions, which may or may not come true and you should refer to the language on slides one and two of this presentation, as well as our SEC filings for a description of the factors that may cause actual results to differ from our forward-looking statements.

An aerial shot of a busy airport, showcasing the private aviation services of the company.

All forward-looking statements are made as of today and we assume no obligation to update any such statement. So now let’s get started, introducing the team with us this afternoon, Tal Keinan, our CEO and Chairman of the Board; Mike Schmitt, our Chief Accounting Officer; Tim Herr, our Treasurer; and Tori Petro, our Accounting Manager. We have a few slides we want to review with you before we open up to questions. These slides have been filed in Form 8-K with the SEC this afternoon and will also be available on our Web site after this call. You may submit written questions during the webcast using the Q4 platform and we’ll address them shortly after our prepared remarks. So let’s get started. Next slide. This slide is a summary of the Q3 results in the context of the trend of the past two years for selected metrics.

First, in terms of capital invested in hard assets, our three completed campuses and construction in progress in Phoenix and Denver surpassed the $120 million mark in the third quarter. With our two recently opened campuses in Nashville and Miami nearing full leasing, Q3 revenues reflect the step function increase in our rent to own fuel commission revenues. I should note that as disclosed in our 10-Q filing, Q3 revenues included about $400,000 in nonrecurring revenues, primarily arising from a negotiated settlement with one tenant who had leased two hangars in Miami. We will discuss more on this shortly when reviewing our leasing activities. Looking ahead, we expect this step function revenue phenomenon to continue as we open new campuses and the next step is expected to occur in Q2 and Q3 of next year as Phoenix and Denver campuses open and tenant leases there start cash flowing.

Our operating expenses and SG&A are semi fix to fix and we continue watching our expenses and maintain frugality whenever possible. Consolidated net cash flow from operating activities is approaching breakeven, as you can see in the lower right hand quadrant, something that we expect to surpass next summer after Phoenix and Denver campuses open. This is earlier than our original indication of reaching and surpassing breakeven at the end of next year. Next slide. In terms of rentable square footage, we continue to make significant progress in securing new ground leases. Last one announced last month at Chicago Executive Airport, a great location by the way for our home basing services. As we have previously disclosed, we expect to execute another two ground leases before the end of the year and another three by the end of the second quarter of 2024.

The value of our business is not backward looking, putting the projects in the pipeline in front of us. Once the ground lease is executed, we believe the value creation for our shareholders is effectively locked in and it’s all about execution thereafter. With this summary of results, let me pass it to Tal Keinan, our CEO, for an operating update, Tal?

Tal Keinan: Thank you, Francisco. I’m going to go quite quickly here, because the 8-K filings are available and I want to leave room for questions. Briefly, the way we think of our business is in the following silos, site acquisition, development, which now includes both manufacturing and construction, leasing and airfield operations. I’ll give a brief overview of what’s happening in the market, some of our lessons learned from the last quarter and at the end, we’ll talk a little bit about business strategy going forward. Next slide please. So site acquisition, I think it’s important and you’ll see when we get to lessons learned to think about site acquisition in terms of throughput versus cycle time. There is a relatively long gestation period and it can be quite [varied] high standard deviation of gestation period from beginning work on our target airport to actually executing a ground lease.

But we have many dozens of these in process and that kind of big bulge began to be developed about 18 months ago. And I think one of the things that we’re seeing right now is the fruits of that. So airports are starting to pop. As people note sites in operation, Houston, Nashville, Miami, in development is Phoenix, Denver, Dallas and permitting is Chicago. We’ve got two new ground leases that we expect to be announcing this quarter and an additional three ground leases in the first half of next year. Next slide please. So development, again, now includes manufacturing and construction since the acquisition of RapidBuilt. We are in the process of integrating RapidBuilt. The first two fields, which will feature pre-engineered metal buildings by RapidBuilt are Denver and Phoenix.

You can actually see those pictured on the right side of the screen, top end middle. Our ambition for RapidBuilt is to continue improving on the quality of our build. We think we have the highest quality headroom business aviation already and that’s improving all the time. The fact that we have a rapid prototyping loop with our own manufacturing capability we think is accelerating that. And then secondly, bringing our costs down as we scale. I won’t go through the chart at the bottom. Again, it’s available in the filing but happy to refer to it in Q&A, if there’s interest. Next slide please. So leasing, I think where we are today, if you could look at the roster of Sky Harbour members, which is how we refer to our tenants, you’d see some of the savviest names in business aviation with us.

We were at a stage where we feel like we’re moving from an experimental concept that we have to explain a lot about our value proposition to something that has a very clear and understood value proposition. Current occupancy is what you can see here. We are now beginning a branding program, which starts with a few member evangelists, people who’ve been with us — nobody’s been with us for a long time, we’re still relatively new, but members who’ve been with us for a year or more who are beginning to evangelize. You’ll see some announcements soon, including some public personalities that we hope will increase awareness in the business aviation community of Sky Harbour and of our offering. One of the things that you’ll see if you look closely.

We are experiencing the first leases coming to term. As you know, we stagger our lease terms from one year to 10 years. We’re seeing our first leases coming to term. And the reups, whether it’s a tenant staying with us or bringing in a new tenant into the hangar has been occurring at a very significant premium to the original lease rate. So as people who have followed us closely know, we have CPI escalators in the leases. But when lease terms end and we re-lease, we’re experiencing much bigger jumps. In one case, a new tenant came in at a close to 20% premium to what the original tenant was paying. So that’s on leasing. Again, we’ll come back to that, in Q&A. Next slide please. Airfield operations, number one priority for us in operations is safety.

So happy to report, we have not had experienced any safety incidents in Q3. We also have had no service gaps. We do a pretty rigorous tenant survey for service gaps. And what we’re finding is tenants are delighted. We do have a very intimate relationship with many of our members and that feedback is quite important to us. So we work with them to constantly improve the offering and the service offering has been significantly refined as we go and we expect for that to continue. But as we get to lessons learned, we’ll talk about it. The one attribute that we’re focusing on right now is time to wheels up. We are already offering the shortest time to wheels up in business aviation and that’s something we want to make consistently shorter. It’s something that’s measurable, very, very critical to our members.

Again, we could talk about that over time. New services, as I think some people on the call know, we began offering detailing services. We don’t actually provide the services through a third party partner, but there is a whole array of revenue producing services that we intend to roll out over time. It’s not our focus today, it will happen at the pace that it happens right now. Growth is expanding — our footprint is the focus, but happy to talk about that in Q&A if there’s interest. Next slide please. Briefly on the market landscape, so we’re still seeing very significant tailwinds. And remember from our perspective, we’re not an FBO company, we are really indifferent to fuel volumes. We don’t care so much how much people fly. We care how many airplanes are in the fleet or actually more precisely we care about the square footage of aircraft in the fleet.

And what we’re seeing right now is record backlogs at the OEMs. And remember each year, the average aircraft that’s delivered has a longer length, a wider wingspan and a taller tail height. So the square footage of the fleet is growing up and it’s going up much faster than the actual number of aircraft in the fleet. And as technology improves over time, the useful life of an airframe also grows. Put those factors together and you have a hangar deficit that is getting much more acute. I think we’re not the only ones observing that but I think we’re the ones that to it matters the most. Once an aircraft gets delivered, it is in the market whether it’s flying a lot or not flying a lot, it needs a place to live. In terms of competitive landscape, we still have not seen a company that does exactly what Sky Harbour does.

There’s been significant consolidation in the aircraft — in the FBO industry under the umbrella of Atlantic and Signature Flight Support, which again if we have time in Q&A, we’ll talk about why we think that’s been a positive for Sky Harbour. And importantly, increasing demand from airports, we are experiencing now pull from the airports. For the first couple of years of our company’s existence, it was mainly us trying to communicate the value proposition of a Sky Harbour campus to an airport sponsor. Increasingly, we’re seeing airport sponsors reach out to us. We have a service that is differentiated, it doesn’t exist and it’s something that’s in high demand from airports. And just a couple of quotes, below one from an airport sponsor and one from one of our members, to give people a sense of how we see the value proposition kind of congealing.

Next slide please. Very briefly on lessons learned from the last quarter. So again, site acquisition, throughput versus cycle time, we are increasingly setting our corporate goals in putting our corporate goals in terms of throughput rather than cycle time and I think that is the way to run this. We talked about the articulation of the value proposition to airport sponsors. Again, we don’t have a marketing and branding program in place yet that is on the agenda for 2024. And part of that will be to articulate to airport sponsors, also the tenants, but airport sponsors our value proposition in a much more concise and targeted manner. We’ve got a team that continues to expand. We think we have a formula that works for us. We don’t recruit out of the FBOs for site acquisition.

The FBOs really grow through M&A. We don’t do that. We’re greenfield. And we’re really inventing this methodology as we go. I think we have something quite robust right now but we continue to refine it. And what we’re finding is military veterans out of MBA programs are the formula and that is the entire site acquisition team, which continues to grow heavily dominated by the Navy, but not only anymore. On development, the integration of manufacturing construction is a challenge that is taking time. I don’t know exactly what inning we’re in on that. I would say it still feels like 4th inning, it’s not eighth inning. So we do have work ahead of us on integrating RapidBuilt and our construction efforts around the country. But again, we expect very considerable benefits once that is integrated.

Member leasing. So again, 2024 is the year that we brand ourselves. We want to be able to articulate the value proposition to the right population of members. We’ll talk a little bit later perhaps about the recent investment into Sky Harbour by some of these members and how we see that as helping us communicate it within that community. We talked about re-leasing and term management. Again, that idea of staggering lease terms from one year to 10 years was originally about risk management and not having too many leases come to term in a given year that certainly helped. One of the benefits that we were reaping from that perhaps unintentionally is that re-leasing bump, the premium. When you only have one hangar or two hangars in the market, I would say, it’s just a matter of supply and demand.

You’re able to command a real premium versus our original lease up of a campus where you have really very high inventory, much more inventory than anyone’s ever put on the market in one shot. So your pricing leverage is significantly higher on the re-lease terms. And then on airfield operations, as I said earlier, the metric that we’re optimizing for now is time to wheels up. There are a lot of other metrics but that is the primary one. And again, if we have time in Q&A, we can talk a little bit about the differentiated service offering. Back to you Francisco.

Francisco Gonzalez: Thank you, Tal. Let’s quickly review our liquidity and capital position. We closed the third quarter with about $130 million in cash and US treasuries, there is about a $20 million decline from the prior quarter, reflective of our continued investment in CapEx. Our portfolio of US treasuries is very short and is managed by our Treasurer, Tim Herr, sitting here next to me. We continue to earn north of 5% as we roll our cash in three and six month US treasury bills, waiting to be invested into new hangars. In the meantime, we earned more cash [Technical Difficulty] our debt that funded it, and we’re preparing the required rebate analysis as required by the IRS. The right hand of the slide depicts our bonded debt composed of $166 million in 4% and 4.25% coupon fixed rate private activity bonds.

These bonds have no principal amortization for the next 80 years and we have prepaid into escrow the interest due through the middle of 2025. With a final maturity of 31 years and an average life of over 20 years, these bonds constitute permanent capital for the company. Talking about permanent capital, please next slide. As many of you know, we closed last November 2nd on $42.8 million pipe of common stock with the participation of over 40 accredited investors through Altai Capital. The investor group includes marquee names in investment management and family offices of ultra high net worth individuals. Besides funding us with growth equity capital, many of the new investors are users of business aviation and we look forward to having them potentially as tenants in the future.

Next slide please. This next slide illustrates capitalization and unit economic scenarios at various potential sizes for the company’s airfield portfolio. Until the recent pipe, we were fully funded on our existing six announced campuses. Now and with the expected close on number 30th of additional up to $50 million of the second closing of the pipe, we will be fully funded for 12 campuses, the lower column on the chart. Or the first six campuses and the — of the obligated group and the first phases in another 10 to 12 additional sites for a cumulative presence in 16 to 18 airports. Again, one could — we usually divide campuses between Phase 1 and Phase 2, so we can either do an additional — we’ll be doing additional six airports or we could do additional 10 to 12 airports just Phase 1.

This also assumes we also pair the new equity with anticipated debt financing as illustrated here. We continue to target 13% to 15% in our unlevered NOI yield or yield on cost, which married with our tax exempt leverage yields approximately 30% plus pre-tax levered returns on project level equity. Please note that as we move from 12 airports to 20 airport scenarios, we will expect the unit economics to be enhanced as the next 12 airports on average are expected to be more profitable that our first six. In a couple of years, as we move from 20 airports to 40 and 50 airports, we expect the margin for the yield cost to come in a bit as we prosecute our business model within lower yielding markets. Yet, other things equal, the strength of our borrowing program and the potential to achieve investment grade bond ratings in 2025 will support increased leverage and lower debt cost.

This will help offset the recent increase in overall market interest rates, and the expected lower NOI yields of these fields in the future will still allow us to continue to yield 30% plus levered project pre-tax ROEs. Next slide please. While on the subject of bonds, here is a breakdown of the liquidity at Sky Harbour Capital, our private activity bond borrower subsidiary. We continue to be fully funded for the remaining phases in the original project as amended. Next slide, please. Here’s a summary of the revenues and cash flows at Sky Harbour Capital, otherwise referred to as the obligated group. These figures largely mimic our consolidated results except for holding company SG&A and the impact of outstanding warrants and employee stock award expenses, which obviously occur at the holding company.

Please note the obligated group turned cash flow positive in this past quarter and is expected to continue to move in positive territory as new campuses open. I want to reiterate, especially to our bondholders who are also on this call that as a matter of company policy, we will continue to protect our borrowing [PAPS] program. It is a program, not just in terms of our ability to pay the debt service on time but to manage the program to exceed the debt service coverage we projected at the time of the bond offering in August of 2024, and this is a commitment that we consider sacrosanct. Next slide please. As we discussed in our last webcast, we will continue to manage prudently our funding and seek permanent growth capital opportunistically.

We will use our internally generated resources when needed, raise additional equity at the right share prices, partner with real estate infrastructure funds when appropriate and continue to issue productivity bonds in order to fund on a timely basis our accelerating growth. Let me pass it to Tal for some final thoughts on business strategy.

Tal Keinan: Thank you, Francisco. Yes, we can go back to these Q3 and pictures during the Q&A. You can put up the business strategy slide. Yes, there we go. So again, very briefly and we can get into anything in more detail during Q&A. Site acquisition, we feel like we’re in a very good position, the pipeline is much more robust than we expected it to be and we’re quite excited about that. On the development side, it’s time to go from effective to efficient. We’ve been getting these up safely and with a very good level of quality. We can do it much more quickly we believe and less expensively. And that’s a big part of our acquisition for RapidBuilt and a lot of what we’re doing here. We also have a challenge ahead as the pipeline materializes to scale up on the HR side for development, we’ll be running far more projects in parallel than we are today very soon.

Member leasing, we discussed brand strategy and member ambassadors, stay tuned in 2024 for a rollout of a real branding strategy for Sky Harbour. On airfield operations, so I’d say near term, medium term and long term, the number one priority is going to have to be safety and it always will be. We’re in an industry where that’s in demand, no compromises on that. And we feel very robust programs, both training and monitoring programs to ensure that we operate safely. We are, as we said, targeting specific metrics now on the service side. Time to wheels up is the number one. There are others but time to wheels up is what we believe matters most to Sky Harbour members. And then in the medium term is to begin rolling out third party services. I alluded to one earlier.

The first one that we’ve rolled out now, again, in partnership with a national provider is aircraft detailing, which is going to be in-house, in hangar on all of the campuses with a permanent two person crew on each campus to perform detailing services. Again, there’s a whole roster of services that we will be rolling out, but it’s not top priority right now. Scaling is the number one priority. In general, I think this is a moment in Sky Harbour’s history where we’ve done a lot of experimentation, a lot of learning. We put methods, procedures in place, established a culture that I think is very palpable, to every crew member and everybody who interacts with Sky Harbour. It’s now time to scale and that is what we’re about in the year or two ahead.

Functional integration is one of the areas where we have a lot to improve. We’ve looked at those areas of site acquisition, development, leasing and operations as silos, very important for us to understand interaction between them. And there are all sorts of efficiencies that we can gain through integration between those functions, that’s part of what we’re doing right now. And then we talked a little bit, Francisco spoke a little bit, about our growth capital strategy. We’re in a position where we feel lucky to be able to attract very specific investors into our cap table who can really push the company forward and those are both new tenants and prospective tenants. And with that, I think we’re good to go to Q&A.

Francisco Gonzalez: Thank you, Tal. This concludes our prepared remarks. Operator, please go ahead with the queue.

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Q&A Session

Operator: [Operator Instructions] So our first question is from Michael Diana of Maxim Group, who asks, what is the ranking of Chicago based on rental rates relative to your existing airports and relative to the other five that are under negotiation?

Tal Keinan: I can take that. It’s Tal Keinan. Michael, first of all, thank you for your coverage. I’ve been reading out I find it very rigorous and insightful, and I appreciate that, appreciate the question as well. Chicago will rank number one out of the first seven airports in terms of revenues per square foot. Relative to the airports that are coming online, I would say, we’d still rank near the top but there are two airports that we hope to be announcing soon that will actually exceed Chicago.

Operator: Okay. Our next question is from [Kevin Amirsaleh] who asks, can you give us updates about the lease up rates per foot?

Tal Keinan: So what we can say in general is, I think, you may have noted that we’ve introduced fuel revenues in the last year or so at Sky Harbour. And although we’re not in the fuel business, we’re in the rent business. We understood that it’s important for us to be able to control the entire basing cost of a Sky Harbour tenant, so we’re looking at blended rates right now. So it’s very difficult to say what the average rent was a year ago, what it is today. What I can say is if you take an airport like Miami where we began leasing in, call it, the low 30s per square foot, we’re now leasing in the low to mid 40s per square foot, that should give some indication.

Operator: The next question is from [Peyton Skill] who asks, can you discuss construction delays historically at OPF and currently at ADS, APA? What are the biggest factors in construction delays and how are you mitigating this risk?

Tal Keinan: So I can say one of our biggest issues in 2022 was access to materials. By the way, that’s become a little bit looser. But as you know, we’re in the pre-engineered metal building space, it’s not just hangars that use the pre-engineered metal building components, it’s warehouses, data centers, a lot of other types of construction. And we had real challenges with lead times on orders and things like that. I would say the biggest step we’ve taken to address that problem has been RapidBuilt, so we now manufacture ourselves. Now as I said earlier, there are integration challenges going forward, a lot of that will be ameliorated by having a kind of a constant flow of projects, which is about to happen. So we have a ramp up challenge ahead of us. But once we’re at a kind of a steady state of processing projects in parallel, we believe that gets our cost down.

Operator: We have another question from Michael Diana of Maxim Group. You referred to your new investors as some of the savviest players in business aviation. Can you elaborate?

Francisco Gonzalez: Tal, it’s Francisco, I’ll take that. And again, I’ll reiterate Tal’s comments, Michael, we are very appreciative of the thoroughness of your research coverage on the company. So indeed, the pipe that just closed led by Altai Capital brought together a group of investors that are well known in the technology space and also now that our focus on infrastructure as well. So as we disclosed at the time of the closing of the pipe, 8VC, Raga Partners and certain other family offices that prefer to remain private, very ultra net worth individuals became part of the pipe. And they’re joining our original investors, Boston Omaha, Center Capital and Due West Partners. Again, we are creating a group of long term holders of very savvy investors and who are also very close to business aviation, either because they have planes on their own or their relationships and friends also are active in business aviation.

So we’re looking forward to continue growing this group of investors as we continue to grow the capital base of the company.

Operator: Our next question is from [Peyton Skill]. How do construction costs vary across markets? And what are current and foreseeable initiatives to bring down construction costs and improve ROIC?

Tal Keinan: I think it’s actually an astute question, and that what really varies across markets is revenue, right? It’s like any real estate business, it’s location driven. So construction costs actually don’t vary that much across markets. Now that we manufacture our — everything that goes above ground is manufactured by us, we have much tighter control over that. By the way, that was an issue of timing. There’s a cycle driving construction costs or components for pre-engineering metal building, so less about geography but more about timing. But we’re not finding very meaningful variability in actual construction costs across markets. What does drive construction costs is site work. So we have facilities, one facility that comes to mind that we actually walked away from in retrospect perhaps a mistake.

There was just so much grading to do that it looked to us like it’d be difficult to have a pencil. Again, in retrospect, the revenues are so high in that market that I think it possibly would have absorbed it. But things like grading, drainage that sort of thing can affect construction costs, again, not so much a function of which market you’re in, but just what does a site look like. Once you get above ground though, they’re all quite tight. What can you do? Again, we talked about RapidBuilt a little bit, but I think your question is alluding to this. Fundamentally, it’s about location. The real question is site acquisition. If you’re not going to have that much variability in development costs, it’s really about revenue and now targeting the richest markets in the country.

Operator: Again from [Peyton Skill], it looks like there is more hanger supply coming online at OPF. How this affect SKYH’s rate upon tenant renewal?

Tal Keinan: So I think you might be referring to — there are two new community hangars at one of the FBOs and then there is a new FBO that opened up last year at Opelika, I believe you’re probably referring to that. We don’t really see either of those as competition for our product. Yes, scarcity of hanger in general certainly helps our business but our offering is fundamentally different from an FBO community hangers offering. So we do have people who are — even if there were other hangar space available on the field and even if it were significantly less expensive would base with Sky Harbour, it’s just a fundamentally different offering.

Operator: Our next question is from [Robert Slasak]. In your comments about re-leasing, you referenced additional tenants coming on board. Are some, most — are hangers multi tenant rather than single tenant?

Tal Keinan: So we’ve experimented with that a little bit. We’d still see — remember the original concept was all private hangars, one hangar, one tenant. And that’s still the bulk that of tenancy right now is completely private hangars. We began experimenting last year with a concept that we call semi private hangar where your aircraft might have one or two roommates in the hangar, all base aircraft, all positioned in the same spot. You have private parking, private office space, but your aircraft is in the hangar with other aircraft. We’re finding that for the smaller — if you’re flying a Challenger or the Falcon 900 or something like that, it opens up a lot of possibilities for us. So the way we address that at the beginning in Houston was by building smaller hangars for those aircrafts, that was a mistake.

Most of those aircraft owners are happy to be in a hangar, might not be justified to take down an entire hangar privately for a Falcon 900. You could sit three of those aircraft in one of our standard hangars. Most of those owners are very comfortable being with one or two others. Again, it’s not a transient hangar with constant traffic, the door is always closed, the privacy is maintained, you know your neighbors. We’re finding that works quite well. And one of the perhaps side benefits of that is that we can achieve greater than a 100% occupancy in those hangars, because we do use the FBO convention of lifetime’s wingspan as the square footage of an aircraft, you can play around with the geometry and see that you can get far more than 12,000 square feet of airplane into 12,000 square feet of hanger.

Operator: The next question is from [Alan Jackson]. Last quarter you mentioned the potential of paying dividends with excess cash flow. Why not retain these cash flows within the business to compound as opposed to paying dividends? What is management’s thoughts on how excess cash is deployed?

Francisco Gonzalez: Indeed, it’s something that we discuss internally a lot. Right now, we have been retaining our cash — generate cash in the business as we’re ramping up. Eventually, as we stated indeed in the last conference call, we would like to start paying dividends when the time is right and maybe ultimately converting to a REIT, because that will be very efficient for our investors. But that assumes that we can continue to access the capital markets for additional equity at the right price and that’s the critical contingency. So if we can do that, we’ll start paying dividends and move towards a REIT structure. If the opportunities don’t arise, we’ll then — as you suggested, use our cash flow to continue to invest in campuses given the attractive unit economics for our shareholders. So that’s basically our strategy but very good question and something we think about all the time.

Operator: Our next question is from [Robert Slesak]. For the 10-Qs, properties and development fell from 56 hangars in June 2023 to 42 hangars as of September 2023. Were some projects abandoned or perhaps a change in configuration?

Francisco Gonzalez: And we probably should add a couple of more footnotes in our disclosure regarding hangars. As Tal mentioned, we’re experimenting with some larger formats, a [Sky Harbour 30], which is basically double the size of a typical hangar that we are developing now. And thus, when we report hangar — number of hangars, we don’t differentiate between [Sky Harbour 16], which is roughly 14,000 square feet or a [Sky Harbour 30], which are now in development in future campuses that will simply double the size. So it is indeed mostly a change in configuration that is dropping the number of hangars. But if you notice in terms of rentable square footage, we’re actually moving higher in total square footage in development.

The one thing that did happen is that as you probably saw in our disclosure, we let the lease for the second phase at Sugar Land expire. As you all may recall, that was our first campus. It was our experiment campus where a lot of things that we have now fixing happened. And an allocation that we’re happy with it, it’s cash flowing nicely, but it’s not as attractive as the opportunities that we have in front of us. So we decided to not do Phase 2 at Sugar Land and that is about six — a drop six hangers with that removal.

Operator: The next question is from [David Pinoni]. Can you please provide additional color surrounding the planned Chicago site? What was the price paid for the ground lease and how long is the term? How many hangars do you anticipate to build on that site? How do you anticipate the clientele to differ from Sugar Land, Opelika and Nashville?

Tal Keinan: There are a couple of questions in there, this is Tal, again. So David, first, we don’t pay for the ground leases. One of the benefits of doing this greenfield is there is no upfront payment. So it’s very efficient from our perspective. The lease term is 50 years at Chicago. The number of hangars, I’m just following on Francisco’s point, the mix is changing, we’re using those larger, what we call, the Sky Harbour 34 hanger now. Happy to get into it at this time as to why we’ve made that shift, but more square footage under each hangar roof. We’re talking about something on the order of 250,000 square feet of hangar in total for Chicago. In terms of the clientele, I think the one interesting thing I can say, as I think most of the people on the call know, we do tend to attract sort of the highest end clientele.

This is the newest, largest business jets in a metro center Chicago Executive has a 5,000 foot runway, it’s got an EMAS, which is an emergency arrestor system on the runway. We used to have the filter of 6,000 feet, we didn’t look at airports that had runways shorter than 6,000 feet. And one of the things that we learned among other places in Chicago is that there are certain conditions under which a 5,000 foot runway works very well. So the largest business jet, Bombardier Global 7500s, Gulfstream G650s our base at Chicago Executive and can operate out of that runway. So there’s a lot of nuance that goes into our target election criteria. We learned a lot from Chicago but this is one of the airports where again, I think, for example, as Houston large jet owner might not locate an airport with a runway that length.

Each market has its own particularities, but that’s one of Chicago’s.

Operator: The next question is from [DJ Meghan]. Are you experiencing any construction cost overruns or labor issues as we are seeing with many airport projects? Please discuss the competitive environment at MIA or others offering hangar space?

Tal Keinan: Look, I think we experienced what everybody else is experiencing things in the industry. As I think you’ve heard from both Francisco and me so far, we have taken a lot of initiatives to bring as much of the variability in construction under our own control. That’s I think one of the key drivers of vertical integration for us in the business. We have seen a little bit of loosening. I don’t know if that will continue or not. I would say 2022 — and late 2022 was probably for us the peak of the labor and materials shortage. Again, it feels a little bit looser now, but we’ll see going forward. With regard to Hanger in Miami, Opelika is absolutely jam packed. We are the most expensive basing solution at that airport, at every airport.

So for us it’s really about achieving the premium that the market is willing to give us at that field. And like I said in one of the earlier questions, we just don’t see a comparable offering, right? The alternative is to go to an FBO community hangar, which is a good fit for many aircraft owners, not for the type of owner that tends to come to Sky Harbour.

Operator: The next question is from [Philip Ristow]. Will there be an option to refinance next year if rates decline if you raise for PABs before year end?

Francisco Gonzalez: I’ll take that. And thank you, Philip, for the question. And I will say also that, you’re one of those investors that follow us very closely, and we appreciate your questions that come in between conference calls. Glad that you’re reading all our materials. So yes, we are — one of the benefits of private activity bonds is that the tax and bonds come with a 10 year per call. And that allows us over time to have a portfolio when we have various bonds outstanding. And remember, it’s a program not a separate bond deal. So the next bond issue will basically join the obligated group, join on several. So one benefits on the fact that there’s already a cash flowing portfolio of collateral to support the next bond deal and so on and so forth, which is why we are optimistic that in 2025 when we go to the rating agencies, it will secure — expect to secure investment grade ratings.

And that’s ideally when we like to go to the bond market, when we can achieve 150 to 200 basis points in savings versus issuing non-rated. And that type of credit spread — a reduction will offset a significant portion of the increase in interest rate that we have experienced in market in recent months. So between now and then, you will be funding projects with our equity capital. And we might do interim debt solution, more to come on that later, that will bridge us between maybe time within now and the time that we will be in a position to achieve investment grade ratings. And at that point, it’s the ideal time to look in permanent capital in terms of the bonds in the bond market.

Operator: The next question is from [Christine Thomas]. How do you source your customers, what are your customer acquisition costs? Are there customer groups you’ve not yet targeted, which would be easy to target? Can your new investors help?

Tal Keinan: And I think your question might stem from some of our original guidance on using brokers to get to customers, which we haven’t really done. That was in the original plan. I think if you look at our financial models, we did have a pretty significant brokerage expense in there. So I don’t know maybe Francisco and Tim might be able to specifically the customer acquisition costs. I would say with very few exceptions have secured all of our members without brokers. We’ve gone direct. We don’t have marketing yet. We do get some inbounds but it tends to be local, in terms of new groups and how it works with our new investors. So among our new investors are aircraft owners that actually own fleets of multiple aircraft and frequent more than one market.

You might be based in Miami that might be your hub, but there are people who are based in three or four or five different jurisdictions and are specifically — and have specific operating characteristics or might operate types of aircrafts that are a little bit difficult to accommodate in kind of generic FBO situations who are looking to create their own sort of network of Sky Harbour hangars across the country. We haven’t done that yet but it’s something that we’re looking at.

Francisco Gonzalez: Yes, I would just add that we have paid very little in terms of brokerage fees. I think, only $42,000 since inception and less than $20,000 this year. As Tal mentioned, by having our leasing group internal and moving — and having a good cadence of having these campuses open in a staggered fashion, it makes it very efficient for doing this internally. And again, it’s probably comes at scale of running a national business of scale in various markets at the same time.

Operator: The next question is from [Kevin Amirsaleh]. How are the markets for hangar space changing with the softening economy? How is absorption of new space in the industry, same as 2022?

Tal Keinan: I would say, it’s what I alluded to earlier is that what really drives this market is the square footage of the US business aviation fleet, which doesn’t fluctuate, it only grows. That would be a very different claim if we were in the fuel business, because if you are in a soft economy, one of the levers that you can pull as an aircraft owner is fly less, consume less fuel. But once an aircraft is delivered, it’s got to live somewhere. I would go to the extreme in a severe recession even if — if the bank now owns the aircraft and it’s not flying, the case for hangering it goes up not down. So we feel that the demand gets locked in once the aircraft gets delivered. So there’s significant insulation we think from the economic cycle.

Operator: The next question is from [Matthew Howlett]. I think you said you expect to execute three ground leases in 2024. Is this about the pace you expect going forward?

Tal Keinan: We actually — we put out an estimate of three ground leases in the first half of 2024. And I think one of the things that you’re seeing is if we do this right, this is not linear, right? We planted dozens, many dozens of seeds starting about 18 months ago, which are now starting to sprout. And if we do it right, should do it at an ever increasing pace. So execution will be our the biggest challenge here. We don’t expect this to be a linear story.

Operator: [Operator Instructions] The next question is from [Connor Keim]. What kind of time line do you see for the conversion to a REIT structure? Is there something you think is a possibility in the next year or two, or is this something that you see happening along the lines of five plus years from now?

Francisco Gonzalez: No, that’s definitely something — conversion to a REIT that will be more of a medium to long term strategy. We’re growing, as you know, at this currently. And thus, we want to — once you convert into a REIT, you’re required to cash flow and dividend out a certain percentage of cash flow, which as we discussed earlier on this call, we’re in growth mode. So we may need that cash flow to continue investing in new projects. So definitely something more in the medium to long term, not within the next two years.

Operator: The next question is from [Philip Ristow]. Why was the phrase North America used in the press release, will there be other airports outside the United States? Can the pipeline be close to 100 locations?

Tal Keinan: The short answer is yes, on airports outside the United States. We think about 60% of the world is right here in the United States, one regulatory jurisdiction to operate in. So it is certainly the low hanging fruit, but there are exceptions that are attractive enough to pursue. In terms of where the pipeline can go, I don’t want to speculate right now on a number, but I understand the direction you’re headed here. I’ll say a couple of things. Number one, I can’t think of many of examples of airports that we thought were attractive to us and turned out not to be attractive. I can think of many of the examples of airports that we overlooked that we now understand are actually good target airports for Sky Harbour. So I gave the example of the 5,000 foot runways, which under certain conditions are completely fine for Sky Harbour and opens up a lot of opportunities that we were not looking at a year ago.

The last thing I’ll say on this is as you can understand the denominator that we’re using in yield on cost is development cost. To the extent that we can get our per square foot development costs down through vertical integration, value engineering, prototyping, all of the measures that we’re taking and working on refining, not only do the unit economics on the existing airports get better but the universe of airports that are viable for Sky Harbour gets larger. So I don’t want to put a number on that right now. But I understand where you’re going with the question and we’re thinking in exactly the same terms.

Operator: We have no further questions at this time. I’ll turn it over to Francisco Gonzalez for any closing remarks.

Francisco Gonzalez: Thank you, operator. And there have been no additional questions. I want to thank everybody for joining us this afternoon and for your interest in Sky Harbour. Additional information may be found in our Web site at www.skyharbour.group. And you can always reach directly with additional questions through e-mail, investors@skyharbour.group. If you wish to visit a campus, please let us know and we will arrange a tour. Thank you for your participation. And with this, we have concluded our webcast. Operator, thank you.

Operator: Thank you. This will conclude today’s conference call and webcast. You may now disconnect.