Surf Air Mobility Inc.

Good afternoon, ladies and gentlemen. Thank you for standing by. My name is Prilla, and I will be your conference operator today. At this time, I would like to welcome everyone to the Surf Air Mobility Q3 2024 earnings conference call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer session. If you would like to ask a question during this time, simply press star followed by the number one on your telephone keypad. If you would like to withdraw your question, please press the star one again. Thank you. I would now like to turn the conference over to Sam Levinson. You may begin.

Thank you, operator. Welcome to Surf Air Mobility's third quarter 2024 earnings call. I'm joined today by Deanna White, Chief Operating Officer and Interim Chief Executive Officer, and Oliver Reeves, Chief Financial Officer. Our earnings results can be found on the SEC Egger website and on our Surfer Mobility Investor Relations page at investors.surfer.com. During this call, we will discuss our outlook and expectations for future performance. These forward-looking statements may be preceded by words such as we expect, we believe, we anticipate, or other similar statements. These statements are subject to risks and uncertainties, and our actual results could differ materially from the views expressed today. Some of these risks have been set forth in our earnings release and in our periodic reports filed with the SEC. During today's call, we will present both GAAP and non-GAAP measures. Additional disclosures regarding non-GAAP measures, including a reconciliation of GAAP to non-GAAP measures, are included in the earnings release we issued earlier today, posted on the Surfer Mobility Investor Relations website, and in our filings with the SEC. Please note, we have provided an updated presentation that you'll find on our IR website at investors.surfair.com. I would now like to turn the call over to Surfair Mobility's interim CEO, Deanna White. Deanna?

Thank you, Sam, and thank you to everyone who has joined our call today. Before we get into the details of our third quarter results, which exceeded our expectations for both revenue and adjusted EBITDA, I want to take a few moments to discuss the major development of this week. This morning, we announced the closing of a $50 million term loan agreement with ComBest Partners, a multibillion-dollar investment management firm. Our CFO, Oliver Reeves, will cover the particulars of this financing in a few moments, but the clear takeaway is that Surfer Mobility is capitalized to execute against our transformation plans. The combination of this financing and the work we are doing to reduce liabilities has enabled us to strengthen our balance sheet and has addressed our near-term liquidity constraints. As a result, we can now move forward at pace with our transformation plan. As referenced in the investor presentation, we posted on our website this morning, we have a four-phase transformation plan. The first phase, which is now complete, has been to improve our capital structure, strengthen our balance sheet, put the right management in place, and realize synergies from our southern merger. Since May, I have been working closely with the board to promote leaders and recruit external talent for our organization. We have successfully bolstered our ranks with strong operational leaders with decades of airline experience who are already making a big difference in our organization. In the wake of our merger with Southern, we have realized opportunities to streamline our operations, drive efficiencies, and eliminate redundant costs. As I mentioned last quarter, we are implementing new systems and workflows coupled with real-time operational and financial KPIs to accurately measure performance against aviation standards. As we optimize our footprint, we are exiting unprofitable routes. And now with a solidified balance sheet and adequate funding, we will resolve deferred maintenance, which will improve aircraft availability, flight completion rates, and profitability. We have a clear strategy and a clear path in front of us. Phase two of our transformation plan is optimization. The first step in our optimization phase is to improve the productivity and efficiency of our airline operations to maximize profitability. In the coming year, our focus will be on the bottom line. We are focused on improving utilization of our two most important resources, people and aircraft. We are redesigning and rethinking how we operate and how we utilize technology to make that happen. As we exit unprofitable routes, revenue is expected to decrease and profitability and cash flow will increase, helping us finance and fuel profitable growth. As part of the optimization of our airline operations, we will continue to exit unprofitable routes. allowing the reallocation of aircraft to other existing and new routes over time. By doing so, we can adjust the timing of purchases of new aircraft and match the timing to our route expansion phase in 2026 and 2027. This month, we have taken two deliveries from Textron Aviation, which we will immediately deploy. We have shifted future aircraft deliveries to early 2026. given our ability to leverage redeployed aircraft in our existing fleet to be more capital efficient. The second step of our optimization phase is the recalibration of our on-demand business. We are expanding our market share in the higher margin jet category, securing inventory with volume purchase agreements, pursuing international partnerships, and leveraging the SRF OS software platform. These efforts will drive both revenue and profitability in the on-demand business over time. The third step of our optimization phase is to drive efficiencies from using the SRF OS operating platform, first internally across our airline operations, and then with a few launch customers. Recall from our call last quarter, we spoke in depth about our new agreement with Palantir. to build and deploy a category-defining operating system and an all-in-one suite of software tools, enabling operators to more efficiently run their businesses. Components will include flight distribution, airline and charter operations, revenue and demand management, business intelligence, financial reporting, and customer service. We are making great strides in the development of the platform, and we are already using components in our commercial and operations teams. As the largest commuter airline in the U.S. by scheduled departures, Surfair is uniquely positioned to develop, test, and deploy this solution. Once completed, it will open up the regional air mobility segment to us, which is estimated by McKinsey to be between $75 billion and $115 billion by 2035. This represents an enormous opportunity to fully leverage what we are building for ourselves to generate revenue from other Part 135 operators. The operators we are paying today to fly charters for us can also become customers of our software in the future. As we look beyond 2025, we have expansion and acceleration phases. We will launch new Tier 1 routes, broadly deploy SURF OS to additional third-party operators, and introduce new electrification technologies. Ultimately, this will enable us to further leverage our air mobility platform to accelerate the adoption of new aviation technologies. Let me take a moment to highlight a few of the key accomplishments we achieved in the third quarter. and what you should expect us to achieve during the fourth quarter. During the third quarter, we have exceeded our guidance for both revenue and adjusted EBITDA, announced our plan to form a new venture, Surf Air Technologies LLC, and entered an agreement with Palantir to power our operating system for the advanced air mobility industry. We realized synergies from our southern airways merger. In the fourth quarter, we have raised 50 million in new financing to fund our transformation plan and path to profitability. Taking the first two deliveries of our 116 Cessna Grand Caravan aircraft order with Texron Aviation and continue to make significant progress on expanding our surf OS software platform. Let me now summarize what you have heard me discuss. We are here today at a key inflection point for SURF air mobility. We have strengthened our balance sheet, improved our capital structure, and addressed our near-term liquidity constraints. We have made great strides in realizing the synergies from our southern airways merger. We have deployed SURF OS internally to drive efficiencies, and further improve operations and will broadly offer the software to third-party operators in the future. And we will leverage our exclusive relationship with Textron Aviation and third-party partners to develop and deploy electrification technology and accelerate the adoption of other new available technologies. SurFair is now poised to deliver shareholder value in both the coming months as well as the coming years. We are incredibly excited to embark on this journey, and we invite you to join us. With that, let me now turn the call over to Oliver to discuss the financing and our third quarter results in a little more detail.

Oliver? Thank you, Deanna, and good afternoon, everyone. I'm pleased to be here with you today to discuss the results of the third quarter, and more importantly, the positive development that was announced today. Let me begin with a brief synopsis of the third quarter results. Revenue for the third quarter of 28.4 million was relatively unchanged versus the prior year period on a pro forma basis, and it exceeded the high end of the company's guidance range of 25 to 28 million. Scheduled service revenue increased by 2%, primarily driven by the addition of subsidized route revenue from Williamsport, Purdue, and Lanai, partially offset by a lower completion factor. In line with what we discussed in our last earnings call, our third quarter completion factor was negatively impacted by unplanned maintenance, resulting in lower scheduled service revenue. On-demand service revenue decreased by 13%, which represents the impact of management's focus on profitability rather than near-term market penetration. Adjusted EBITDA loss of 8.9 million for the third quarter 2024 was unchanged from the same period of the prior year on a pro forma basis outperforming our expectations of an adjusted EBITDA loss of 10 to 13 million. This outperformance was driven by improved operating margins from the on-demand business, realized M&A synergies, lower compensation costs, and lower professional expenses during the quarter. Before I discuss the terms of the financing and the structural improvements of our balance sheet, let me first touch upon fourth quarter guidance. We expect. Fourth quarter revenue in the range of 25 to 28 million. Adjusted EBITDA loss in the range of 5 to 8 million. Recall that adjusted EBITDA excludes the expected impact of stock-based compensation, changes in the fair value of financial instruments, and other non-recurring items. Assuming that we achieve these results, our regional airline operations will not reach profitability for the full year as previously expected. However, The transformation plan implemented by management and the air mobility operations team should result in regional air operations reaching sustained profitability for fiscal year 2025 and beyond. Turning to liquidity, let me spend a few minutes discussing the $50 million term loan we announced this morning. As I stated in our press release, we have fundamentally restructured our balance sheet, addressed our near-term liquidity constraints, lowered our cost of capital, minimize potential dilution under our share subscription facility, and reposition Surf M ability for profitable growth. I cannot overstate the significance of these developments. Turning now to the specifics, our $50 million term loan is comprised of, one, a $44.5 million tranche, which was fully funded this morning, to be used for general corporate purposes, and two, a $5.5 million delayed draw to be used for interest payments over the first 18 months. The loan matures in 48 months and carries a rate of SOFA plus 5% per annum. The loan was provided by Convest Partners, a multibillion-dollar investment management firm. Alongside the funding, management has been keenly focused on other ways to strengthen our balance sheet, such as successfully extending the maturities of our other secured debt to the end of 2028. In addition, we are addressing up to $70 million of past liabilities, and expect to achieve a reduction of over 50% of these balances. Finally, this new term loan effectively reduces our reliance on the previous funding facility with Gem Capital and, as a result, it minimizes the impact of equity dilution and directly addresses the potential share overhang. In summary, our previous lack of liquidity was a major impediment to our ability to transform the company. Our new management team can now execute a well-planned strategy to right-size our operations, implement significant improvements and drive efficiencies, resolve deferred maintenance, improve aircraft availability, drive up completion factors, and optimize routes. It is truly a new day at Surfer. Before we turn the call back to the operator to take your questions, I want to leave you with a few key points. We have a strong management team, a clear strategy, formative scale, unique and exclusive agreements with both Palantir and Textron Aviation and a platform from which to grow. Surfair Mobility is an aviation company that is generating over $100 million in annual revenues by flying hundreds of thousands of paying customers each year. We are poised to improve profitability as well as launch unique technologies and services with fantastic partners in the coming years. We are exceptionally excited about the future and we hope that you are too. With that, let me turn the call back to the operator so that our team can take your questions. Operator?

Thank you. We will now begin the question and answer session. If you have dialed in and would like to ask a question, please press the star 1 on your telephone keypad to raise your hand and join the queue. If you would like to withdraw your question, simply press the star 1 again. And your first question comes from the line of Alex Potter with Piper Sandler. Please go ahead.

Hi, this is Ben Johnson on for Alex Potter. I guess my questions more so are around the STC for the electrified caravan. So I guess, can you tell, can you fill us in on what's happened in that process since 2Q? And then I know you guys expect the process to be done in 2027 if everything goes to plan, but I guess what's the potential for any further delays? And then are there any specific milestones that we could maybe look to in the near to medium future that could just signal to us that everything's going, everything's on track?

Hi, Alex. This is Siddhant Shahani, co-founder. I can take that one. So we are still on track for the 2027 timeframe we've been discussing on the SDC. We are still working with TechCrown as their exclusive partner. on the electric and hybrid caravans. One of the things we mentioned in our release is we are also in active discussions with a number of key partners in the supply chain to consider a separate capitalization of the electrification business to reduce the cost. And we intend to report on that more next quarter.

Okay. Thank you.

And your next question comes from the line of Austin Miller with Canaccord. Please go ahead.

Hi. Good morning or good afternoon. Do you view any risk to the essential air service funding with the new administration budget or do you think it's sufficiently bipartisan that it's not really an issue?

This is Deanna White. I think it's efficiently funded and it is not an issue with the new change in administration. It's been around since the 70s, that program, and so it is a program that has standing many years' time. I don't think there's any issue. We did have in May the FAA Reauthorization Act, which upped the amount of funds for that program. pass that on a bipartisan level. So I don't think that there's any issue or any jeopardy with the change in administration.

Okay. And just on the flight services business, what do you view as the optimal passenger load factors across your fleet to be breakeven on most or all of your routes? And I understand you're eliminating unprofitable routes.

So when you talk about break-even, we think more like in the 70% range. Obviously, we would want to achieve load factors that are much greater than that with our profitable routes. But for a break-even route, we model 70%. Okay, great.

That's very helpful. I'll pass it back.

And I'm showing no further questions at this time. I would like to turn it back to Oliver Reeves, Chief Financial Officer, for closing remarks.

Thank you to everyone who joined our call. We look forward to updating you next quarter. And thank you again. Bye-bye.

Thank you. And this concludes today's conference call. Thank you all for joining. You may now disconnect.