Harbor Diversified, Inc.

Overview

Harbor Diversified, Inc. is a non-operating holding company and the parent of a consolidated group of subsidiaries. Following the Aviation Disposition completed on January 9, 2026, Harbor and its remaining subsidiaries have no material operating assets or ongoing operating business. The company's primary assets are cash and cash equivalents, restricted cash, and marketable securities (collectively, the Liquid Assets). Harbor has a large cash and liquid asset position and little to no indebtedness.

Harbor is evaluating strategic alternatives, which may include investments or acquisitions, joint ventures, dividends, share repurchases, tender offers, liquidation, or registering as an investment company.

Historical airline operations (Air Wisconsin)

• Air Wisconsin Airlines LLC operated as a U.S. regional airline under capacity purchase agreements (CPAs) with major carriers.
• CPA history:
  • United Airlines, Inc.: February 2017 through termination in early June 2023.
  • American Airlines, Inc.: August 2022 through termination effective April 3, 2025.
• Revenue mix:
  • In 2024, substantially all of Air Wisconsin’s operating revenue was generated under the American CPA.
  • In 2023, approximately 63.8% of operating revenue came from American and approximately 36.0% from United.
• Fleet and operations (year-end 2024):
  • 63 CRJ-200 regional jets owned; 45 of these were in service under the American CPA; the remainder were not in service.
• Operational metrics (historical):
  • 2024: ASMs ~ 732,446 thousand; RPMs ~ 607,135 thousand; Passengers 2,154,829; Actual Block Hours ~ 74,742; Actual Departures ~ 54,001; Average Stage Length ~ 278 miles; Contract Revenue per ASM ~ 27.63 cents.
  • 2023: ASMs ~ 905,729 thousand; RPMs ~ 759,844 thousand; Passengers 2,502,123.
• Employment (as of December 31, 2024): approximately 944 employees, about 666 of whom were represented by unions (Pilots, Flight Attendants, Dispatchers, Mechanics/Engineers, Clerical/Office staff).

Aviation Disposition and post-disposition structure

• The sale of Air Wisconsin’s membership interests and other aviation assets closed on January 9, 2026, for aggregate consideration of approximately $125.9 million (subject to customary adjustments and tax considerations).
• After the disposition, Harbor and its remaining subsidiaries have no material operating assets or capacity to support an airline. Remaining assets are largely Liquid Assets and other non-operating items.
• Post-disposition organizational structure includes four non-operating subsidiaries:
  • AWAC Aviation, Inc. — historically held Air Wisconsin interests; now primarily cash and other assets after the disposition.
  • Lotus Aviation Leasing, LLC — historically leased flight equipment and owned engines; post-disposition assets are primarily cash and marketable securities.
  • Air Wisconsin Funding LLC — financing entity; post-disposition assets are primarily cash and marketable securities; the original credit facility has expired.
  • Harbor Therapeutics, Inc. — non-operating entity with no material assets.

Financial and operating position

• Post-disposition, Harbor has no material operating revenues and will rely on Liquid Assets to pursue strategic opportunities.
• The principal monetization figure disclosed for the disposition is approximately $125.9 million.

Customers and market reach (historical)

• Passengers served by Air Wisconsin: 2,154,829 in 2024 and 2,502,123 in 2023.
• Historically, Air Wisconsin focused on regional markets under CPAs, with scheduling, fare control, and revenue capture generally managed by the major airline partners.

Intellectual property and branding

• Air Wisconsin and related brands were used in airline operations prior to the Aviation Disposition. Air Wisconsin is no longer a Harbor subsidiary, and Harbor’s branding now reflects its role as a non-operating holding company.

Securities and reporting

• Harbor trades on the OTC Market under the ticker HRBR and describes itself as a "smaller reporting company" with reduced disclosure requirements.
• Harbor is not current in certain SEC reporting obligations under Section 15(d). The company has noted risks related to potential changes in reporting status, listing status, and securities law considerations.

Key figures

• 2024 Air Wisconsin passengers: 2,154,829
• 2024 Air Wisconsin employees: ~944 (≈666 unionized)
• 2024 Air Wisconsin ASMs: ~732,446 thousand; RPMs: ~607,135 thousand
• 2023 Air Wisconsin passengers: ~2,502,123; ASMs: ~905,729 thousand; RPMs: ~759,844 thousand
• Aircraft historically: 63 CRJ-200s (45 in service under American CPA as of end-2024)
• Aviation Disposition proceeds: ~$125.9 million
• Post-disposition focus: liquidity management and pursuing strategic alternatives while addressing securities reporting and investment company classification considerations.