Surf Air Mobility - the air mobility platform transforming regional flying through electrification, has reported its third-quarter results and announced that it remains on track to meet its full-year 2023 guidance.
BUSINESS HIGHLIGHTS
“We are making solid progress toward our long-term goal of expanding the airline network and advancing our electrified aircraft program with proprietary powertrain technology. Over time, this will enable us to bring other innovative electric aircraft to market, lowering operating costs and driving growth for the entire regional air mobility market,” said Stan Little, Surf Air’s chief executive officer.
Our acquisition of Southern Airways closed on July 27, 2023, and Surf Air Mobility has reflected the results of Southern Airways operations in our financial statements included in our quarterly report Form 10-Q as of the acquisition date according to GAAP. Additionally, Surf Air Mobility is providing unaudited pro forma results for the period ended September 30, 2023, on a quarterly and year-to-date basis, which assumes the Southern acquisition closed as of the beginning of the fiscal year.

Unaudited Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022:
September 30, 2023 | December 31, 2022 | |||||||
Assets: | ||||||||
Current assets: | ||||||||
Cash | $ | 5,916 |
| $ | 6 |
| ||
Accounts receivable, net |
| 3,916 |
|
| 161 |
| ||
Prepaid expenses and other current assets |
| 18,202 |
|
| 7,755 |
| ||
Total current assets |
| 28,034 |
|
| 7,922 |
| ||
Restricted cash |
| 909 |
|
| 906 |
| ||
Property and equipment, net |
| 49,223 |
|
| 624 |
| ||
Intangible assets, net and other assets |
| 34,568 |
|
| 3,102 |
| ||
Operating lease right-of-use assets |
| 13,161 |
|
| 1,143 |
| ||
Finance lease right-of-use assets |
| 1,415 |
|
| — |
| ||
Goodwill |
| 58,164 |
|
| — |
| ||
Total assets | $ | 185,474 |
| $ | 13,697 |
| ||
Liabilities, Redeemable Convertible Preferred Shares and Shareholders’ Deficit: | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 19,998 |
| $ | 12,891 |
| ||
Accrued expenses and other current liabilities |
| 46,379 |
|
| 14,740 |
| ||
Deferred revenue |
| 16,365 |
|
| 7,820 |
| ||
Current maturities of long-term debt |
| 2,942 |
|
| — |
| ||
Operating lease liabilities, current |
| 4,306 |
|
| 903 |
| ||
Finance lease liabilities, current |
| 228 |
|
| — |
| ||
SAFE notes at fair value, current |
| 27 |
|
| 149 |
| ||
Convertible notes at fair value, current |
| — |
|
| 15,948 |
| ||
Due to related parties, current |
| 14,237 |
|
| 4,947 |
| ||
Total current liabilities | $ | 104,482 |
| $ | 57,398 |
| ||
Long-term debt, net of current maturities | $ | 23,566 |
| $ | — |
| ||
Convertible notes at fair value, long term |
| 7,544 |
|
| 13,148 |
| ||
Operating lease liabilities, long term |
| 6,286 |
|
| 246 |
| ||
Finance lease liabilities, long term |
| 1,207 |
|
| — |
| ||
SAFE notes at fair value, long term |
| — |
|
| 24,565 |
| ||
Due to related parties, long term |
| 1,708 |
|
| — |
| ||
Other long-term liabilities |
| 12,383 |
|
| 9,762 |
| ||
Total liabilities | $ | 157,176 |
| $ | 105,119 |
| ||
Commitments and contingencies (Note 14): | ||||||||
Redeemable convertible preferred shares $0.001 par value; 0 and 263,459,277 shares authorized as of September 30, 2023 and December 31, 2022, respectively; 0 shares issued and outstanding as of September 30, 2023 and 229,144,283 shares issued and outstanding as of December 31, 2022, respectively; and aggregate liquidation preference of $0 as of September 30, 2023 and $178,608 as of December 31, 2022, respectively | $ | — |
| $ | 130,667 |
| ||
Shareholders’ equity (deficit): | ||||||||
Class B-6s convertible preferred shares, $0.001 par value; 0 authorized shares as of September 30, 2023 and 98,799,158 authorized shares as of December 31, 2022; 0 shares issued and outstanding as of September 30, 2023 and 71,478,742 shares issued and outstanding as of December 31, 2022, respectively | $ | — |
| $ | 3,414 |
| ||
Preferred Stock, $0.0001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively |
| — |
|
| — |
| ||
Common shares, $0.0001 par value; 800,000,000 and 35,803,199 shares authorized as of September 30, 2023 and December 31, 2022, respectively; 73,486,976 shares issued and outstanding as of September 30, 2023 and 12,487,438 shares issued and outstanding as of December 31, 2022, respectively |
| 7 |
|
| 1 |
| ||
Additional paid-in capital |
| 519,832 |
|
| 126,335 |
| ||
Accumulated deficit |
| (491,541 | ) |
| (351,839 | ) | ||
Total shareholders’ equity/(deficit) | $ | 28,298 |
| $ | (222,089 | ) | ||
Total liabilities, redeemable convertible preferred shares and shareholders’ equity/(deficit) | $ | 185,474 |
| $ | 13,697 |
|
Unaudited Condensed Consolidated Statements of Operations for the Three Months And Nine Months Ended September 30, 2023: (in thousands, except share and per share data):
Three Months Ended | Nine Months Ended | |||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
Revenue | $ | 21,967 |
| $ | 5,082 |
| $ | 33,669 |
| $ | 14,378 |
| ||||
Operating expenses: | ||||||||||||||||
Cost of revenue, exclusive of depreciation and amortization |
| 20,610 |
|
| 6,216 |
|
| 34,309 |
|
| 17,484 |
| ||||
Technology and development |
| 2,877 |
|
| 730 |
|
| 4,506 |
|
| 2,188 |
| ||||
Sales and marketing |
| 4,529 |
|
| 1,382 |
|
| 7,850 |
|
| 3,645 |
| ||||
General and administrative |
| 55,618 |
|
| 7,605 |
|
| 73,354 |
|
| 25,682 |
| ||||
Depreciation and amortization |
| 1,356 |
|
| 256 |
|
| 1,875 |
|
| 771 |
| ||||
Total operating expenses |
| 84,990 |
|
| 16,189 |
|
| 121,894 |
|
| 49,770 |
| ||||
Operating loss | $ | (63,023 | ) | $ | (11,107 | ) | $ | (88,225 | ) | $ | (35,392 | ) | ||||
Other income (expense): | ||||||||||||||||
Changes in fair value of financial instruments carried at fair value, net | $ | (10,926 | ) | $ | (9,748 | ) | $ | (49,426 | ) | $ | (20,052 | ) | ||||
Interest expense |
| (935 | ) |
| (4 | ) |
| (1,632 | ) |
| (528 | ) | ||||
Gain (loss) on extinguishment of debt |
| 63 |
|
| — |
|
| (326 | ) |
| 5,951 |
| ||||
Other expense |
| (3,359 | ) |
| (281 | ) |
| (3,664 | ) |
| (519 | ) | ||||
Total other income (expense), net | $ | (15,157 | ) | $ | (10,033 | ) | $ | (55,048 | ) | $ | (15,148 | ) | ||||
Loss before income taxes |
| (78,180 | ) |
| (21,140 | ) |
| (143,273 | ) |
| (50,540 | ) | ||||
Income tax benefit |
| (3,571 | ) |
| — |
|
| (3,571 | ) |
| — |
| ||||
Net loss | $ | (74,609 | ) | $ | (21,140 | ) | $ | (139,702 | ) | $ | (50,540 | ) | ||||
Net loss per share applicable to ordinary shareholders, basic and diluted | $ | (1.36 | ) | $ | (1.51 | ) | $ | (5.03 | ) | $ | (3.85 | ) | ||||
Weighted-average number of common shares used in net loss per share applicable to ordinary shareholders, basic and diluted |
| 54,695,009 |
|
| 13,998,411 |
|
| 27,775,172 |
|
| 13,133,743 |
| ||||
Unaudited Pro Forma Financial Measures; Revenue, Net Loss, and the Reconciliation of Pro forma Net Loss to Pro forma Adjusted EBITDA for the Three Months and Nine Months Ended September 30, 2023 (in thousands):
Three Months Ended September 30, |
| Nine Months Ended September 30, | ||||||||||||||
2023 |
| 2022 |
| 2023 |
| 2022 | ||||||||||
Revenue | $ | 28,882 |
| $ | 27,197 |
| $ | 85,446 |
| $ | 72,849 |
| ||||
Net loss | $ | (50,751 | ) | $ | (13,314 | ) | $ | (77,542 | ) | $ | (72,133 | ) |
Three Months Ended September 30, |
| Nine Months Ended September 30, | ||||||||||||||
(in thousands) | 2023 |
| 2022 |
| 2023 |
| 2022 | |||||||||
Net loss | $ | (50,751 | ) | $ | (13,314 | ) | $ | (77,542 | ) | $ | (72,133 | ) | ||||
Addback: | ||||||||||||||||
Depreciation and amortization |
| 2,315 |
|
| 1,916 |
|
| 6,201 |
|
| 5,161 |
| ||||
Interest expense |
| 1,127 |
|
| 784 |
|
| 3,730 |
|
| 2,227 |
| ||||
Income tax expense (benefit) |
| (1 | ) |
| (22 | ) |
| (268 | ) |
| (7,244 | ) | ||||
Stock-based compensation expense |
| 32,586 |
|
| 446 |
|
| 35,385 |
|
| 10,447 |
| ||||
Share settlement for contract termination |
| — |
|
| — |
|
| — |
|
| 3,175 |
| ||||
Changes in fair value of financial instruments carried at fair value |
| — |
|
| — |
|
| — |
|
| 11,111 |
| ||||
Transaction costs |
| — |
|
| — |
|
| — |
|
| 21,490 |
| ||||
Adjusted EBITDA - Pro forma |
| (14,724 | ) |
| (10,190 | ) |
| (32,494 | ) |
| (25,766 | ) |
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