Sky Harbour Group Corp
For the period ended Sep 30, 2024. Filed Nov 12, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Nov 12, 2024
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-06-30; filed 2024-08-13.
0001437749-24-026368
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-09-30; filed 2024-11-12.
0001437749-24-034528
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 102 previous paragraphs and 105 current paragraphs.
78 unchanged; 20 reworded; 7 added; 2 removed; 2 previous and 0 current paragraphs rearranged.
Tables are not compared: 29 previous and 30 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (7)
Current report
In September 2024, we entered into the 2024 Private Placement Purchase Agreement with the Initial Investors, pursuant to which, among other things, we agreed to sell and issue to the Initial Investors at an initial closing an aggregate of 3,352,106 Initial PIPE Shares for an aggregate purchase price of approximately $31.8 million. In October 2024, the Additional Investors each executed a joinder to the 2024 Private Placement Purchase Agreement, pursuant to which the Additional Investors agreed to purchase, and the Company agreed to sell, an aggregate of 603,684 additional shares of Class A Common Stock at the Initial Closing for an aggregate purchase price of approximately $5.7 million. The Initial Closing of the 2024 Private Placement Purchase Agreement occurred in October 2024, and we sold 3,955,790 First Closing PIPE Shares to the Investors at an aggregate purchase price of approximately $37.6 million.
Current report
Depreciation expense remained materially consistent for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023.
Current report
Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023
Current report
2024 Private Placement and Securities Purchase Agreement
Current report
On September 16, 2024, we entered into the 2024 Private Placement Purchase Agreement with the Initial Investors relating to, among other things, the issuance and sale to the Initial Investors at an initial closing an aggregate of 3,352,106 Initial PIPE Shares of our Class A Common Stock for an aggregate purchase price of $31.8 million. On October 25, 2024, the Additional Investors each executed a joinder to the 2024 Private Placement Purchase Agreement, pursuant to which the Additional Investors agreed to purchase, and we agreed to sell, an aggregate of 603,684 additional shares of First Closing PIPE Shares for an aggregate purchase price of $5.7 million. The Initial Closing under the 2024 Private Placement Purchase Agreement occurred on October 25, 2024, and 3,955,790 First Closing PIPE Shares were issued to the Investors for an aggregate purchase price of $37.6 million.
Current report
The Investors have the option to purchase up to an aggregate of 3,955,790 shares of Second Closing PIPE Shares for an aggregate purchase price of up to $37.6 million. Each Investor has the option to purchase in the Second Closing up to a number of Second Closing PIPE Shares equal to the number of such Initial Investor’s Initial PIPE Shares purchased in the Initial Closing, at the same purchase price of $9.50 per share. The amount of Second Closing PIPE Shares, if any, to be issued at the Second Closing will be determined by each Investor in its sole discretion pursuant to each of their allocations, and the Second Closing will occur, if at all, at the sole discretion of the Investors, on or before the Second Closing Date, subject to customary closing conditions.
Current report
2023 Private Placement and Securities Purchase Agreement
Removed paragraphs (2)
Previous report
In May 2024, we entered into the IAD Lease at IAD with MWAA. The IAD Lease covers approximately 18 acres of property at IAD. The initial term of the IAD Lease will be approximately 50 years and expire on March 31, 2074, and contains an option exercisable by us to extend the IAD Lease an additional 10 years following the expiration of the initial term. The IAD Lease requires us to commence construction related to IAD Phase II within five years of the receipt of the certificate of occupancy for IAD Phase I.
Previous report
Six Months Ended June 30, 2024 Compared to the Six Months Ended June 30, 2023
Reworded paragraphs (20)
Previous wording
One of our largest expenses is the lease payments under our ground leases. For the six months ended June 30, 2024 and 2023, our operating lease expense for ground leases was $3.5 million and $1.8 million, respectively. We elect to expense rather than capitalize ground lease expense incurred at hangar campus sites under development and will incur expense under U.S. GAAP regardless of whether our ground leases defer cash rent payments until completion of construction. As we enter into new ground leases at new airport sites, our ground lease expense and associated cash payments to airport landlords will ultimately continue to increase into the future. If airport landlords increase the per acre cost of the ground lease of our target campuses, the operating margins at potential target developments may be impacted negatively.
Current wording
One of our largest expenses is the lease payments under our ground leases. For the nine months ended September 30, 2024 and 2023, our operating lease expense for ground leases was $6.0 million and $2.8 million, respectively. We elect to expense rather than capitalize ground lease expense incurred at hangar campus sites under development and will incur expense under U.S. GAAP regardless of whether our ground leases defer cash rent payments until completion of construction. As we enter into new ground leases at new airport sites, our ground lease expense and associated cash payments to airport landlords will ultimately continue to increase into the future. If airport landlords increase the per acre cost of the ground lease of our target campuses, the operating margins at potential target developments may be impacted negatively.
Previous wording
Economic conditions and actions by policymaking bodies are contributing to rising interest rates, which, along with increases in our borrowing levels, could increase our future borrowing costs. We expect to issue additional debt to finance future site developments and higher interest rates would impact our overall economic performance. In addition, we are subject to credit spreads demanded by fixed income investors. As a non-rated issuer, increases in general of credit spreads in the market, or for us, may result in a higher cost of borrowing in the future. We intend to access the bond market on an opportunistic basis. In addition, we may hedge against rising benchmark interest rates by entering into hedging strategies with high quality counterparties.
Current wording
Economic conditions and actions by policymaking bodies contributed to rising interest rates, which, along with increases in our borrowing levels, could increase our future borrowing costs. While benchmark interest rates have been reduced and additional reductions are expected in the coming quarters, we do not yet know the level of such reductions and the ultimate impact on our borrowing costs. We expect to issue additional debt to finance future site developments and elevated interest rates would impact our overall economic performance. In addition, we are subject to credit spreads demanded by fixed income investors. As a non-rated issuer, increases in general of credit spreads in the market, or for us, may result in a higher cost of borrowing in the future. We intend to access the bond market on an opportunistic basis. In addition, we may hedge against rising benchmark interest rates by entering into hedging strategies with high quality counterparties.
Previous wording
We previously raised equity capital, along with potential future debt and further equity issuances, including the Private Placement Purchase Agreement entered into on November 1, 2023, seeLiquidity and Capital Resources — Private Placement and Securities Purchase Agreement** ****below, to begin to fund additional airport campuses and reach up to 20 airport campuses over the next several years. We also have the ability to access the capital markets through our ATM Facility and through our effective shelf registration statement on Form S-3. On average, each future campus is anticipated to be composed of at least 200,000 rentable square feet and is expected to cost approximately $55 million per campus, with 60% or more to be funded with additional private activity bonds or other indebtedness. All future hangar campus projects are discretionary and require us to identify the appropriate airports with the target hangar demand economics, secure required ground leases and permits, and complete future construction at such sites.
Current wording
We previously raised equity capital, along with potential future debt and further equity issuances, including the 2024 Private Placement Purchase Agreement and 2023 Private Placement Purchase Agreement entered into on September 16, 2024 and November 1, 2023, respectively, seeLiquidity and Capital Resources — Private Placement and Securities Purchase Agreement** ****below, to begin to fund additional airport campuses and reach up to 20 airport campuses over the next several years. We also have the ability to access the capital markets through our ATM Facility and through our effective shelf registration statement on Form S-3. On average, each future campus is anticipated to be composed of 200,000 rentable square feet and is expected to cost approximately $55 million per campus, with 65% or more to be funded with additional private activity bonds or other indebtedness. All future hangar campus projects are discretionary and require us to identify the appropriate airports with the target hangar demand economics, secure required ground leases and permits, and complete future construction at such sites.
Previous wording
Revenues for the three months ended June 30, 2024 were approximately $3.6 million, compared to approximately $1.7 million for the three months ended June 30, 2023. The $1.9 million, or 109%, increase was primarily the result of the commencement of operations at SJC during the three months ended June 30, 2024 and the impact of increased occupancy at our BNA and OPF hangar campuses. Revenue associated with our delivery of aircraft fuel increased approximately $0.4 million for the three months ended June 30, 2024 compared to the three months ended June 30, 2023.
Current wording
Revenues for the three months ended September 30, 2024 were approximately $4.1 million, compared to approximately $2.5 million for the three months ended September 30, 2023. The $1.6 million, or 64%, increase was primarily the result of the commencement of operations at SJC during the three months ended June 30, 2024 and the impact of increased occupancy at our BNA and OPF hangar campuses, offset by approximately $0.4 million of net non-recurring adjustments to revenue recognized during the three months ended September 30, 2023, primarily associated with a negotiated lease termination fee from a former tenant of two hangars at OPF. Revenue associated with our delivery of aircraft fuel increased approximately $0.4 million for the three months ended September 30, 2024 compared to the three months ended September 30, 2023.
Previous wording
Operating expenses increased approximately $1.6 million, or 95%, for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023. The increase in operated expense is primarily reflective of increased ground lease expense, which increased approximately $1.3 million for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023. The increase in ground lease expense was driven primarily by a full quarter of expense associated with the ground lease signed at SJC during the three months ended March 31, 2024. The increase in ground lease expense was also driven by the ground leases signed at PWK, BDL, and POU during the three months ended December 31, 2023, ORL during the three months ended March 31, 2024, and IAD during the three months ended June 30, 2024. Salaries, wages, and benefits associated with our campus personnel increased by approximately $0.2 million, primarily driven by a headcount increase associated with the commencement of operations at our SJC hangar campus. Other operating expenses increased by approximately $0.1 million, primarily driven by increased utility, insurance, and other start-up expenses associated with the commencement of operations at our SJC hangar campus.
Current wording
Operating expenses increased approximately $2.0 million, or 120%, for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023. The increase in operating expense is primarily reflective of increased ground lease expense, which increased approximately $1.6 million for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023. The increase in ground lease expense was driven primarily by a full quarter of expense associated with the ground and hangar lease signed at SJC during the three months ended March 31, 2024. The increase in ground lease expense was also driven by the ground leases signed at PWK, BDL, and POU during the three months ended December 31, 2023, ORL during the three months ended March 31, 2024, IAD during the three months ended June 30, 2024, and SLC during the three months ended September 30, 2024. Salaries, wages, and benefits associated with our campus personnel increased by approximately $0.2 million, primarily driven by a headcount increase associated with the commencement of operations at our SJC hangar campus. Other operating expenses increased by approximately $0.2 million, primarily driven by increased utility, insurance, and other start-up expenses associated with the commencement of operations at our SJC hangar campus.
Previous wording
For the six months ended June 30, 2024, and 2023, general and administrative expenses were approximately $9.5 million and $7.3 million, respectively. The approximately $2.2 million, or 31%, increase was primarily due to an approximately $2.2 million increase in salaries, wages, and other benefits, driven by an increase in corporate headcount and expense recognized associated with our equity compensation programs. Headcount and compensation expenses increased approximately $1.2 million, and non-cash equity compensation expense increased approximately $1.0 million.
Current wording
For the three months ended September 30, 2024, and 2023, general and administrative expenses were approximately $4.6 million and $3.6 million, respectively. The approximately $1.0 million, or 30%, increase was primarily due to an approximately $0.7 million increase in salaries, wages, and other benefits, driven by an increase in corporate headcount and expense recognized associated with our equity compensation programs. Headcount and compensation expenses increased approximately $0.4 million and non-cash equity compensation expense increased approximately $0.3 million. Marketing and other pursuit costs increased by approximately $0.2 million, reflecting our growth strategy in securing airport site acquisitions and potential tenants.
Previous wording
Other income increased from approximately $2.6 million to approximately $9.1 million for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023. This increase was primarily due to an approximately $5.6 million difference in the mark-to-market adjustment of the outstanding warrants at June 30, 2024 as compared to June 30, 2023. The increase was also partially due to an approximately $1.0 million increase in other income, primarily due to interest earned on our investments in U.S. Treasuries classified as available for sale.
Current wording
Other expense increased from approximately $1.4 million of income for the three months ended September 30, 2023, to approximately $15.8 million of expense for the three months ended September 30, 2024. This increase was primarily due to an approximately $17.6 million difference in the mark-to-market adjustment of the outstanding warrants at September 30, 2024 as compared to September 30, 2023. The increase was also partially offset by an approximately $0.3 million increase in other income, primarily due to interest earned on our investments in U.S. Treasuries classified as available for sale.
Previous wording
Revenues for the six months ended June 30, 2024 were approximately $6.0 million, compared to approximately $2.8 million for the six months ended June 30, 2023. The $3.2 million, or 112%, increase was primarily the result of the commencement of operations at our SJC hangar campus and the cumulative impact of certain additional tenant leases in place at our BNA and OPF hangar campuses as compared to the six months ended June 30, 2023. The commencement of operations at our SJC hangar campus together with the increase in occupancy at our OPF and BNA hangar campuses for the six months ended June 30, 2024 as compared to June 30, 2023 resulted in increased rental revenues of approximately $2.6 million. Revenue associated with our delivery of aircraft fuel increased approximately $0.6 million for the six months ended June 30, 2024 compared to the six months ended June 30, 2023.
Current wording
Revenues for the nine months ended September 30, 2024 were approximately $10.1 million, compared to approximately $5.3 million for the nine months ended September 30, 2023. The $4.8 million, or 90%, increase was primarily the result of the commencement of operations at our SJC hangar campus and the cumulative impact of certain additional tenant leases in place at our BNA and OPF hangar campuses as compared to the nine months ended September 30, 2023. The commencement of operations at our SJC hangar campus together with the increase in occupancy at our OPF and BNA hangar campuses for the nine months ended September 30, 2024 as compared to September 30, 2023 resulted in increased rental revenues of approximately $3.8 million. Revenue associated with our delivery of aircraft fuel increased approximately $1.0 million for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023.
Previous wording
Operating expenses increased approximately $1.9 million, or 55%, for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023. The increase in operated expense is primarily reflective of increased ground lease expense, which increased approximately $1.7 million for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023. The increase in ground lease expense was driven primarily by a full quarter of expense associated with the ground lease signed at SJC during the three months ended March 31, 2024. The increase in ground lease expense was also driven by new ground leases signed at PWK, BDL, and POU during the three months ended December 31, 2023 and at ORL and IAD during the six months ended June 30, 2024. Salaries, wages, and benefits associated with our campus personnel increased by approximately $0.2 million, primarily driven by a headcount increase associated with the commencement of operations at our SJC hangar campus.
Current wording
Operating expenses increased approximately $3.9 million, or 76%, for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023. The increase in operating expense is primarily reflective of increased ground lease expense, which increased by approximately $3.3 million for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023. The increase in ground lease expense was driven primarily by two full quarters of operating lease expense associated with the ground and hangar lease signed at SJC during the three months ended March 31, 2024. The increase in ground lease expense was also driven by new ground leases signed at PWK, BDL, and POU during the three months ended December 31, 2023 and at ORL, IAD, and SLC during the nine months ended September 30, 2024. Salaries, wages, and benefits associated with our campus personnel increased by approximately $0.4 million, primarily driven by a headcount increase associated with the commencement of operations at our SJC hangar campus in April 2024.
Previous wording
Depreciation increased approximately $0.3 million, or 30%, for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023. The increase reflects a full six months of depreciation associated with our OPF hangar campus, which opened during the six months ended June 30, 2023. The increase was also partially driven by the placement of additional ground support equipment into service throughout 2023 and 2024 and a full six months of depreciation related to Rapidbuilt, which was acquired during the six months ended June 30, 2023.
Current wording
Depreciation increased approximately $0.3 million, or 16%, for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023. The increase reflects a full nine months of depreciation associated with our OPF hangar campus, which opened during the nine months ended September 30, 2023. The increase was also partially driven by the placement of additional ground support equipment into service throughout 2023 and 2024 and a full nine months of depreciation related to Rapidbuilt, which was acquired during the nine months ended September 30, 2023.
Previous wording
For the three months ended June 30, 2024, and 2023, general and administrative expenses were approximately $4.6 million and $3.7 million, respectively. The approximately $0.9 million, or 23%, increase was primarily due to an approximately $0.9 million increase in salaries, wages, and other benefits, driven by an increase in corporate headcount and expense recognized associated with our equity compensation programs. Headcount and compensation expenses increased approximately $0.4 million and non-cash equity compensation expense increased approximately $0.5 million.
Current wording
For the nine months ended September 30, 2024, and 2023, general and administrative expenses were approximately $14.1 million and $10.8 million, respectively. The approximately $3.3 million, or 30%, increase was primarily due to an approximately $3.0 million increase in salaries, wages, and other benefits, driven by an increase in corporate headcount and expense recognized associated with our equity compensation programs. Headcount and compensation expenses increased approximately $1.6 million, and non-cash equity compensation expense increased approximately $1.4 million.
Previous wording
Other expense increased from approximately $1.5 million to approximately $6.9 million for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023. This increase was primarily due to an approximately $6.4 million difference in the mark-to-market adjustment of the outstanding warrants at June 30, 2024 as compared to June 30, 2023. The increase was also partially due to an approximately $1.0 million increase in other income, primarily due to interest earned on our investments in U.S. Treasuries classified as available for sale.
Current wording
Other expense increased from approximately $0.1 million to approximately $22.7 million for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023. This increase was primarily due to an approximately $23.9 million difference in the mark-to-market adjustment of the outstanding warrants at September 30, 2024 as compared to September 30, 2023. The increase was also partially offset by an approximately $1.5 million increase in other income, primarily due to interest earned on our investments in U.S. Treasuries classified as available for sale.
Previous wording
We believe that we have access to multiple sources of capital to fund our long-term liquidity requirements, including the incurrence of additional private activity bonds and other debt and the issuance of additional equity securities. We also have the ability to utilize our $100 million ATM Facility or otherwise utilize our registration statement on Form S-3 to access the capital markets. However, as we have recently become a publicly-traded company, we cannot assure you that we will have access to these sources of capital or that, even if such sources of capital are available, that these sources of capital will be available on favorable terms. Our ability to incur additional debt will depend on multiple factors, including our degree of leverage, the value of our unencumbered assets and borrowing restrictions that are or may be imposed by future lenders. Our ability to access the equity and debt capital markets will depend on multiple factors as well, including general market conditions for real estate companies, our degree of leverage, the trading price of our common stock and debt and market perceptions about our Company.
Current wording
We believe that we have access to multiple sources of capital to fund our long-term liquidity requirements, including the incurrence of additional private activity bonds and other debt and the issuance of additional equity securities. We also have the ability to utilize our $100 million ATM Facility or otherwise utilize our shelf registration statement on Form S-3 to access the capital markets. However, as we have recently become a publicly-traded company, we cannot assure you that we will have access to these sources of capital or that, even if such sources of capital are available, that these sources of capital will be available on favorable terms. Our ability to incur additional debt will depend on multiple factors, including our degree of leverage, the value of our unencumbered assets and borrowing restrictions that are or may be imposed by future lenders. Our ability to access the equity and debt capital markets will depend on multiple factors as well, including general market conditions for real estate companies, our degree of leverage, the trading price of our common stock and debt and market perceptions about our Company.
Previous wording
On November 1, 2023, we entered into a Securities Purchase Agreement (the “Private Placement Purchase Agreement”) with certain investors (collectively, the “Investors”), pursuant to which we (i) sold and issued to the Investors on November 2, 2023 an aggregate of 6,586,154 shares (the “Initial PIPE Shares”) of our Class A Common Stock and accompanying warrants to purchase up to 1,141,600 shares of Class A Common Stock (the “Initial PIPE Warrants”), for an aggregate purchase price of $42.8 million (the “Initial Financing”), and (ii) sold and issued to the Investors on November 29, 2023 an aggregate of 2,307,692 shares of our Class A Common Stock (the “Additional PIPE Shares” and, together with the Initial PIPE Shares, the “PIPE Shares”) and accompanying warrants to purchase an aggregate of 400,000 shares of Class A Common Stock (the “Additional PIPE Warrants” and, together with the Initial PIPE Warrants, the “PIPE Warrants”) for an aggregate purchase price of $15.0 million. Together with the Initial Financing, the aggregate PIPE financing through the Private Placement Purchase Agreement totaled approximately $57.8 million.
Current wording
On November 1, 2023, we entered into a Securities Purchase Agreement (the “2023 Private Placement Purchase Agreement”) with certain investors (collectively, the “2023 Investors”), pursuant to which we (i) sold and issued to the 2023 Investors on November 2, 2023 an aggregate of 6,586,154 shares (the “2023 Initial PIPE Shares”) of our Class A Common Stock and accompanying warrants to purchase up to 1,141,600 shares of Class A Common Stock (the “Initial PIPE Warrants”), for an aggregate purchase price of $42.8 million (the “2023 Initial Financing”), and (ii) sold and issued to the 2023 Investors on November 29, 2023 an aggregate of 2,307,692 shares of our Class A Common Stock (the “2023 Additional PIPE Shares” and, together with the 2023 Initial PIPE Shares, the “2023 PIPE Shares”) and accompanying warrants to purchase an aggregate of 400,000 shares of Class A Common Stock (the “Additional PIPE Warrants” and, together with the Initial PIPE Warrants, the “PIPE Warrants”) for an aggregate purchase price of $15.0 million. Together with the 2023 Initial Financing, the aggregate PIPE financing through the 2023 Private Placement Purchase Agreement totaled approximately $57.8 million.
Previous wording
On March 27, 2024, we entered into an At Market Issuance Sales Agreement (the “ATM Agreement”) with B. Riley Securities, Inc. (“B. Riley”) with respect to an “at the market” offering program (the “ATM Facility”), under which we may, from time to time, at our sole discretion, issue and sell through B. Riley, acting as sales agent, up to $100 million of shares of Class A Common Stock. Pursuant to the ATM Agreement, we may sell the shares through B. Riley by any method permitted that is deemed an “at the market” offering as defined in Rule 415 under the Securities Act. B. Riley will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the shares from time to time, based upon instructions from us, including any price or size limits or other customary parameters or conditions we may impose. We will pay B. Riley a commission of 3.0% of the gross sales price per share sold under the ATM Agreement, subject to certain reductions. During the three and six months ended June 30, 2024, we sold 7,407 shares of Class A Common Stock under the ATM Facility at a weighted-average sales price of $12.42.
Current wording
On March 27, 2024, we entered into an At Market Issuance Sales Agreement (the “ATM Agreement”) with B. Riley Securities, Inc. (“B. Riley”) with respect to an “at the market” offering program (the “ATM Facility”), under which we may, from time to time, at our sole discretion, issue and sell through B. Riley, acting as sales agent, up to $100 million of shares of Class A Common Stock. Pursuant to the ATM Agreement, we may sell the shares through B. Riley by any method permitted that is deemed an “at the market” offering as defined in Rule 415 under the Securities Act. B. Riley will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the shares from time to time, based upon instructions from us, including any price or size limits or other customary parameters or conditions we may impose. We will pay B. Riley a commission of 3.0% of the gross sales price per share sold under the ATM Agreement, subject to certain reductions. During the three months ended September 30, 2024, we sold no shares of Class A Common Stock under the ATM Facility. During the nine months ended September 30, 2024, we sold 7,407 shares of Class A Common Stock under the ATM Facility at a weighted-average sales price of $12.42.
Previous wording
The following table summarizes our sources and uses of cash for the six months ended June 30, 2024 and 2023 (in thousands):
Current wording
The following table summarizes our sources and uses of cash for the nine months ended September 30, 2024 and 2023 (in thousands):
Previous wording
Cash provided by operating activities is significantly influenced by the amount of cash we invest in personnel and infrastructure to support the anticipated growth of our business. Included in net cash used in operating activities are certain non-recurring legal, accounting, and consulting costs incurred for up to four quarters as a result of becoming a public company. Our working capital consists primarily of cash, receivables from tenants, prepaid expenses, accounts payable, accrued compensation, accrued other expenses, and lease liabilities. The timing of collection of our tenant receivables, and the timing of spending commitments and payments of our accounts payable, accrued expenses, accrued payroll and related benefits, all affect these account balances.
Current wording
Cash provided by operating activities is significantly influenced by the amount of cash we invest in personnel and infrastructure to support the anticipated growth of our business. Our working capital consists primarily of cash, receivables from tenants, prepaid expenses, accounts payable, accrued compensation, accrued other expenses, and lease liabilities. The timing of collection of our tenant receivables, and the timing of spending commitments and payments of our accounts payable, accrued expenses, accrued payroll and related benefits, all affect these account balances.
Previous wording
Net cash used in operating activities was approximately $5.5 million for the six months ended June 30, 2024, as compared to cash used in operating activities of approximately $5.7 million for the same period in 2023. The $0.2 million decrease in cash used in operating activities was primarily attributable to an approximately $2.1 million decrease in net loss, net of non-cash adjustments. The decrease in net loss, net of non-cash adjustments was primarily driven by an increase in rental revenue and the impact of increases in non-cash operating lease expense and equity-based compensation expense. The decrease was offset by an approximately $1.9 million unfavorable change in the Company's working capital position, which was primarily driven by the timing of vendor payments and tenant receipts.
Current wording
Net cash used in operating activities was approximately $6.6 million for the nine months ended September 30, 2024, as compared to cash used in operating activities of approximately $6.2 million for the same period in 2023. The $0.4 million increase in cash used in operating activities was primarily attributable to an approximately $2.5 million unfavorable change in the Company's working capital position, which was primarily driven by the timing of vendor payments and tenant receipts. The change in working capital position was offset by an approximately $2.1 million decrease in net loss, net of non-cash adjustments. The decrease in net loss, net of non-cash adjustments was primarily driven by an increase in rental revenue and the impact of increases in non-cash operating lease expense and equity-based compensation expense.
Previous wording
Net cash provided by investing activities was approximately $54.4 million for the six months ended June 30, 2024, as compared to cash used in investing activities of approximately $16.4 million for the same period in 2023. The increase of approximately $70.8 million of cash provided by investing activities was driven primarily by increases of approximately $142.3 million and $18.0 million in proceeds received from the Company's available for sale and held-to-maturity investments, respectively, and approximately $53.0 million and $6.1 million of decreases in purchase of held-to-maturity investments and capital expenditures, respectively. The increase was offset by an increase of approximately $148.8 million of available for sale U.S. Treasury purchases for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023.
Current wording
Net cash provided by investing activities was approximately $8.4 million for the nine months ended September 30, 2024, as compared to cash provided by investing activities of approximately $2.1 million for the same period in 2023. The increase of approximately $6.3 million of cash provided by investing activities was driven primarily by an increase of approximately $185.1 million in proceeds received from the Company's available-for-sale investments, and a decrease of approximately $104 million of purchases of held-to-maturity investments. These increases were offset by an increase of approximately $201.5 million of available-for-sale U.S. Treasury purchases for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023. Proceeds received from the Company's held-to-maturity investments decreased by approximately $67.0 million and capital expenditures increased by approximately $14.7 million for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023.
Previous wording
Net cash provided by financing activities was approximately $1.0 million for the six months ended June 30, 2024, as compared to net cash used in financing activities of nearly $0 for the same period in 2023. The approximately $1.0 million increase in net cash provided by financing activities was primarily driven by $2.9 million of proceeds received from the exercise of Warrants during the six months ended June 30, 2024, offset by increases of approximately $0.9 million and $0.9 million in payments associated with vested equity awards and loan principal payments, respectively.
Current wording
Net cash provided by financing activities was approximately $0.2 million for the nine months ended September 30, 2024, as compared to net cash used in financing activities of approximately $0.5 million for the same period in 2023. The approximately $0.7 million increase in net cash provided by financing activities was primarily driven by $2.9 million of proceeds received from the exercise of Warrants during the nine months ended September 30, 2024, offset by increases of approximately $1.1 million, $0.8 million, and $0.4 million in payments associated with vested equity awards, loan principal payments, and equity issuance costs, respectively.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Depreciation increased approximately $0.1 million, or 21%, for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023. The increase was driven by the placement of additional ground support equipment into service throughout 2023 and 2024 and a full quarter of depreciation related to Rapidbuilt, which was acquired during the three months ended June 30, 2023.
Previous report — wording carried elsewhere
Private Placement and Securities Purchase Agreement