UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 14, 2023
SURF AIR MOBILITY INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-41759 |
|
36-5025592 |
(State or other jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
12111 S. Crenshaw Blvd.
Hawthorne, CA 90250
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code:
(424) 332-5480
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class: |
|
Trading Symbol(s) |
|
Name of Each Exchange on Which Registered: |
Common stock, par value $0.0001 per share |
|
SRFM |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition
On November 14, 2023, Surf Air Mobility Inc. (the “Company”) issued (a) a press release announcing the Company’s financial results for the third quarter ended September 30, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
The information in this Item 2.02, including Exhibit 99.1, are furnished herewith and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. |
|
Description |
99.1 |
|
Earnings Release Press Release Issued by the Company dated November 14, 2023 |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL) |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
SURF AIR MOBILITY INC. |
|
|
|
|
Dated: November 14, 2023 |
By: |
/s/ Deanna White |
|
|
Deanna White |
|
|
Chief Financial Officer |
2
Exhibit 99.1
Surf Air Mobility Reports Revenue Growth In Third Quarter 2023
and Maintains Full Year Guidance
Third Quarter 2023 GAAP Revenue of $21.9 million and Pro Forma1 Revenue of
$28.9 million, up 6.2% on a pro forma basis Year-Over-Year and On Track To Meet Full-year 2023 Guidance
LOS ANGELES, November 14, 2023 – Surf Air Mobility Inc. (NYSE: SRFM) (“Surf Air”), the air mobility platform transforming regional flying through electrification, today reported its third quarter results and announced that it remains on track to meet its full year 2023 guidance. Please visit the Surf Air Mobility investor relations website at investors.surfair.com for more information and to listen to the accompanying earnings call.
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.”
THIRD QUARTER FINANCIAL HIGHLIGHTS
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.
FULL YEAR 2023 FINANCIAL OUTLOOK
ABOUT SURF AIR MOBILITY
Surf Air Mobility is a Los Angeles-based regional air mobility platform expanding the category of regional air travel to reinvent flying through the power of electrification. In an effort to substantially reduce the cost and environmental impact of flying and as the operator of the largest commuter airline in the US, Surf Air Mobility intends to develop powertrain technology with its commercial partners to electrify existing fleets and bring electrified aircraft to market at scale. The management team has deep experience and expertise across aviation, electrification, and consumer technology. For more information please see the company’s investor presentation on our investor relations website.
Forward Looking Statements
The information in this press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, among other things, statements about: Surf Air Mobility’s ability to anticipate the future needs of the air mobility market; future trends in the aviation industry, generally; Surf Air Mobility’s future growth strategy and growth rate and its ability to access its financings, grow its fleet. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “could”, “might”, “plan”, “possible”, “project”, “strive”, “budget”, “forecast”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: Surf Air Mobility’s future ability to pay contractual obligations and liquidity will depend on operating performance, cash flow and ability to secure adequate financing; Surf Air Mobility’s limited operating history and that Surf Air Mobility has not yet manufactured any hybrid-electric or fully-electric aircraft; the powertrain technology Surf Air Mobility plans to develop does not yet exist; the inability to maintain and strengthen the Surf Air, Southern and Mokulele brands and their reputations as regional airlines; any accidents or incidents involving hybrid-electric or fully-electric aircraft; the inability to accurately forecast demand for products and manage product inventory in an effective and efficient manner; the dependence on third-party partners and suppliers for the components and collaboration in Surf Air Mobility’s development of hybrid-electric and fully-electric powertrains, and any interruptions, disagreements or delays with those partners and suppliers; the inability to execute business objectives and growth strategies successfully or sustain Surf Air Mobility’s growth; the inability of Surf Air Mobility’s customers to pay for Surf Air Mobility’s services; the inability of Surf Air Mobility to obtain additional financing or access the capital markets to fund its ongoing operations on acceptable terms and conditions; the outcome of any legal proceedings that might be instituted against Surf Air, Southern or Surf Air Mobility; changes in applicable laws or regulations, and the impact of the regulatory environment and complexities with compliance related to such environment; and other risks and uncertainties indicated in the prospectus. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements. Although Surf Air Mobility believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. Surf Air Mobility cannot guarantee future results, level of activity, performance or achievements and there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking statements and financial projections.
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Surf Air Mobility does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Additional information regarding these and other factors that could affect SAM’s results is included in SAM’s SEC filings, which may be obtained by visiting the SEC’s website at www.sec.gov or the investor relations page on SAM’s website at https://investors.surfair.com under the “Financials—SEC Filings” section. Information contained on, or that is referenced or can be accessed through, our website does not constitute part of this document and inclusions of any website addresses herein are inactive textual references only.
The SEC’s website at www.sec.gov or the investor relations page on Surf Air’s website at https://investors.surfair.com under the “Financials—SEC Filings” section. Other information contained on, or that is referenced or can be accessed through, our website does not constitute part of this document and inclusions of any website addresses herein are inactive textual references only.
Footnotes:
(1) Use of Pro Forma Results: Surf Air Mobility financial results for 2023 quarterly, year-to-date, and comparable periods for 2022 are derived by combining the historical financial statements of Surf Air and the historical financial statements of Southern, as if the acquisition of Southern occurred on January 1, 2022.
(2) Use of Non-GAAP Financial Measures: Surf Air Mobility uses Adjusted EBITDA to identify and target operational results which is beneficial to management and investors in evaluating operational effectiveness. Pro Forma Adjusted EBITDA is a supplemental measure of Surf Air Mobility’s performance that is not required by, or presented in accordance with, U.S. GAAP. Pro Forma Adjusted EBITDA is not a measurement of Surf Air Mobility’s financial performance under U.S. GAAP and should not be considered as an alternative to net income (loss) or any other performance measure derived in accordance with U.S. GAAP. Surf Air Mobility’s calculation of this non-GAAP financial measure may differ from similarly titled non-GAAP measures, if any, reported by other companies. This non-GAAP financial measure should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with U.S. GAAP.
Non-GAAP financial measures have limitations in their usefulness to investors because they have no standardized meaning prescribed by GAAP and are not prepared under any comprehensive set of accounting rules or principles. In addition, non-GAAP financial measures may be calculated differently from, and therefore may not be directly comparable to, similarly titled measures used by other companies.
Surf Air Mobility presents Pro Forma Adjusted EBITDA because it considers this measure to be an important supplemental measure of its performance and believes it is frequently used by securities analysts, investors, and other interested parties in the evaluation of companies in its industry. Management believes that investors’ understanding of Surf Air Mobility’s performance is enhanced by including this non-GAAP financial measure as a reasonable basis for comparing its ongoing results of operations.
Unaudited Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022:
|
|
September 30, |
|
|
December 31, |
|
||
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 |
) |
|
|