Good afternoon and welcome to the Surf Air Fourth Quarter and Full Year 2023 Earnings Call. Please note that this call is being recorded. All participants are now in listen-only mode. After the speakers’ remarks, there will be a questions-and-answer session. I’ll now turn the call over to Bill Margaritis. You may begin your conference.

Thank you, operator. Welcome to Surf Air Mobility’s fourth quarter 2023 and full year 2023 earnings call. I'm joined today by Stan Little, Surf Air’s CEO; Oliver Reeves, Surf Air's CFO. Please note, we released our Q4 2023 results this afternoon, which are available in filings with the SEC and on Surf Air's investor page at investors.surfair.com. Before we begin, I will remind everyone that during this call, we may discuss our outlook and future performance. These forward-looking statements may be preceded by words such as we expect, we believe, we anticipate or similar such statements. These statements are subject to risks and uncertainties and our actual results could differ materially from the views expressed today. Some of the risks have been set forth in our earnings release and our periodic reports filed with the SEC. During today's call, we will also present both GAAP and non-GAAP financial 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, which has been posted on the investor relations page Surf Air Mobility's website and in our filings with the SEC. With that, I'll turn the call over to Stan.

Thanks, Bill, and thank you everyone for joining our call today. We are pleased with our overall performance in both the fourth quarter and the full year 2023. I'm grateful to our team for delivering financial results that met or beat our guidance. The company recorded $112.9 million in revenue, up 12% year-over-year, beating our 2023 guidance and negative $50.9 million in pro-forma adjusted EBITDA, including investment in electrification and software, achieving our 2023 guidance. 2023 was a transformative year for Surf Air Mobility as evidenced by our completion of two significant milestones: our direct listing on the New York Stock Exchange and the completion of our merger with Southern Airways. We're also pleased with the integration of Southern Airways and Surf Air. In just seven months, we've made strides in defining the strategic path ahead, bringing on new talent and building key partnerships. We've also made steady progress in expanding our leading regional airline network, developing proprietary powertrain technology to electrify the Cessna Grand Caravan and advancing our AI-driven software platform with the support of Palantir. Our aircraft as a service platform model will enable independent owner-operators to join our platform where they will benefit from electrification technology, state-of-the-art software and aircraft financing, or a bundle of all three. Over time, our aircraft as a service model will enable us to expand our operational ecosystem and grow our off-fleet products. Our partnership with Palantir Technologies and continued investment in our software platform are core to these efforts, and we intend to offer access to our software to operators prior to launching electric powertrains. The expansion of our network over time and our steadfast commitment to and investment in electrification should enable us to capture a meaningful portion of the emerging regional air mobility market. According to McKinsey & Company, by 2035, the total global market for regional air mobility will be between $75 billion and $115 billion for trips between 100 and 500 miles. We believe that electrification will have a transformative effect on the unit economics of regional flying, as it will drive down direct operating costs considerably. According to McKinsey, the emergence of regional air mobility will also create the need for financing, distribution, and other software services that are not currently being offered at scale to this segment of the market. We plan to address these needs for ourselves and for third parties through our software, products, and aircraft as a service offerings. We're pursuing these initiatives in partnership with some of the most sophisticated technology companies in the aviation space. Textron Aviation, one of the world's largest airplane manufacturers, is providing us with new Caravan aircraft under a preferential agreement. Palantir Technologies, a multi-billion dollar software company that builds enterprise data platforms for organizations with highly complex and sensitive data needs, is deeply involved in co-developing state-of-the-art software for our regional air mobility platform. The tools we've been developing with Palantir leverage AI to improve our operational efficiency, customer experience and service levels, and our back-office intelligence across Surf Air's three air travel brands. More specifically, as we continue to integrate our companies, Palantir has supported the aggregation of financial and sales data across multiple systems into a unified dashboard and reporting platform. We've been building a data warehouse of near real-time flight information and aircraft positioning to facilitate more efficient operator outreach for our on-demand charter fulfillment. We also designed a framework to help drive recommendations for potential new markets and route expansions. Finally, we are continuing development of an AI-enhanced crew scheduling application that factors in crew availability, maintenance schedules, and compliance guidelines to enhance our decision-making and improve the safety and efficiency of our flights. This work with Palantir has laid the foundation for our platform to be able to host and provide access to these tools for unlimited air operators beyond our own brands. We're also working with AeroTEC, one of the most accomplished aerospace engineering firms in the world, to develop the engineering specifications for our proprietary powertrain technology and to jointly work through the FAA certification process. These and other partnerships provide us with an even deeper bench, faster time to market, and efficient R&D spending. Since our earnings call in November, we've announced several new key agreements to advance our growth plans and scope of services, including providing commuter air service between Williamsport, Pennsylvania and Washington, D.C. and bringing air service to Purdue University for the first time in over 20 years, connecting their university with Chicago. These two new routes will be subsidized by local and private entities, including large costs without the need for the essential air service program. They will provide crucial regional transportation and are the first of what we believe will be many new subsidized partnerships with other airports, cities, and institutions. The Surf Air Purdue partnership is groundbreaking on several levels. In addition to connecting one of the world's premier aviation universities to U.S. and international air service connections with frequent daily flights, it will provide a major boost to businesses along the emerging I-65 tech and distribution corridor. One leading industry analyst has already dubbed this non-federal subsidy program, the Southern Airways effect. Purdue launches on May 15 and Williamsport on May 23. Agreements like those with Purdue and Williamsport are crucial because while placements worldwide have already surpassed pre-COVID levels and yields remain strong, major airlines and their regional jet partners are still phasing out 50-seat aircraft. They are shrinking operations in smaller regional markets, thereby limiting customer options, which leaves a void we can fill. Southern's business development leadership is actively engaged in identifying the best growth opportunities with minimal financial and resource risk. As a reminder, Surf Air provides two types of air services: scheduled and on-demand charters. These businesses grew 11% and 18% respectively in 2023 on a year-over-year pro-forma basis. We recently integrated both Southern and Mokulele ticketing functionality onto surfair.com, which is an important step in integrating the brands. We encourage all of you to visit our websites and see the brand synergy. I'm pleased to report that we have made considerable progress in overcoming the recent supply chain challenges and aircraft grounding that impacted our service levels throughout the latter part of 2023 and early 2024. Our maintenance teams have undertaken extensive efforts to work through supply chain challenges that have impacted the availability of parts over a prolonged period, and because of our unique pilot training program, we have cultivated a full roster of pilots to staff our bases in 2024. We will continue to pursue synergistic opportunities between our scheduled and on-demand charter networks, further modernizing and streamlining our operations as we grow the business. As part of our continuing efforts to upgrade the talent of our team, we've recently hired two aviation industry veterans. As new Deputy Head of Airline Operations, Louis Sanur has had a successful career with both Hawaiian Airlines and WestJet. Louis will oversee things like fuel purchasing arrangements, ground handling, and crew travel and accommodation costs, always with an eye on cost efficiencies. Additionally, he is introducing a new crew rostering platform designed by Palantir to drive efficiencies in how we optimally pair crews with the goal of reducing total crew numbers required. Louis also has an extensive history in customer experience and will be highly focused on optimizing our customer satisfaction scores. We've also hired a new Director of Maintenance for Southern Airways, Thomas Andino, who brings over 30 years of experience in aircraft maintenance, including overseeing maintenance programs at both Virgin America and Spirit Airlines. Tommy has many years of knowledge of both the Cessna Caravan and the Pilatus PC12 as well. We were thrilled to have found this combination of big airline and small airplane experience when we found Tommy. We are highly confident that the combined leadership and deep experience that Louis and Tommy bring to the company will help elevate the overall performance and reliability of our airline operations going forward. Additionally, we have expanded our technology team to include new experts with deep experience in consumer transportation, logistics marketplace and distribution. Working closely with our partner Palantir, this team will lead the software development for Surf Air's consumer technology and air operations, while building the tools for third-party operators as part of our aircraft as a service offering. We are making solid progress with our electrification initiative along with our lead partner AeroTEC, and are currently in the latter half of our conceptual design phase. That means we're in the final stages of vendor selection for key components, including battery and electric motor suppliers. Additionally, we're working with the Caravan's avionics manufacturer Garmin to integrate the powertrain with the aircraft displays. Our exclusive relationship with Textron is a real competitive advantage as it enables us to work more closely with Garmin and other key vendors on these critical components. Alongside the supplier selection work, our design of the powertrain integration to the aircraft is progressing well. We intend to electrify our existing fleet using fully electric and hybrid electric powertrain technology once it's fully designed, developed, and certified. Due to the timing of availability for the optimal components for our powertrain, we believe we will obtain STC certification of the fully electric powertrain by early 2027 and for the hybrid electric powertrain sometime thereafter. Given this timeline, we remain confident that we can still be the first to market with an electric commercial regional passenger aircraft. To further this goal, we've made great progress signing up new customers for our proprietary powertrain and refined MOUs with several new partners in Africa including Safarilink, Yellow Wings, Orec Air Services, and Z Boskovic, all Cessna Caravan operators to upgrade their aircraft with our electric powertrains. These providers are looking to Surf Air to substantially lower the carbon emissions of their Caravan fleet, reduce operating costs, and deliver on their mission of protecting Africa's natural ecosystem and wildlife. These MOUs represent 13% of the total Caravan fleet flying on the entire African continent. So if you recall from our Q2 earnings release last year, we offered long-term guidance that 10% to 15% of the Caravan market would be electrified or in contracts to be electrified. We believe these early successes demonstrate progress toward those goals. To enhance our platform offering, Surf Air also entered into an LOI with Electra Aircraft to commercialize their electric planes once certified. We will jointly develop a leasing partnership to enable new operators to expand access to regional transportation and we will collaborate on fleet-wide data analytics services to provide real-time aircraft information on Surf Air's network. We have also secured preferred delivery positions for 90 Electra eSTOL, which are electric short take-off and landing aircraft that will be available to us or our operator partners. Before I turn the call over to our new CFO, Oliver, I want to thank all our team members across the company who make our customers' journeys exceptional today while working to transform regional flying through electrification tomorrow. Their hard work is paying off, and I'm grateful to them. Now I'll turn things over to Oliver.

Thanks, Stan, and thanks to you all for joining us on the call today. As Stan mentioned, we are pleased with our financial performance with revenue beating and pro-forma adjusted EBITDA meeting the 2023 guidance. I began my role at Surf Air Mobility this January. I joined the company because I'm excited about the growth and profitability potential of the nascent regional air mobility market, the transformative potential and positive environmental impact of our electric planes, and the related technological advances we are planning to bring to the market over time alongside our partners such as Palantir. My background is in finance, enterprise software, and insurance. I joined because of the company's transformative vision as well as the caliber of the team. I would like now to thank this team for its warm welcome, and I'm excited to roll up my sleeves as we continue to fine-tune our strategy. Now let me turn to the numbers. On a GAAP basis, the company reported fourth quarter revenue of $26.8 million, and full-year revenue of $60.5 million. On an unaudited pro-forma basis, which assumes that the Southern acquisition closed as of the beginning of fiscal year 2023, the company reported $27.4 million of revenue in the fourth quarter, flat year-over-year, and $112.9 million of revenue for the full year, up 12% year-over-year. Our on-demand platform, which includes both Surf Air and Southern's charter businesses, continues to be a key source of growth, with revenue up 18% and departures up 36%, all on a pro-forma year-over-year basis. We are continuing to see very positive trends here exiting Q1, and we will update you further on our next call. Pro-forma adjusted EBITDA, which assumes that the Southern acquisition closed as of January 1, 2023, was negative $18.4 million for the fourth quarter as compared to negative $12.6 million for the same period last year and negative $50.9 million for the full year. While we continue to invest in growth, our path to electrification is capital efficient and de-risk when compared to our competitors. This is because we have chosen to electrify an aircraft with an existing SEC rather than pursue a clean sheet design. We have taken an impairment of the goodwill recorded in the Southern acquisition based on our interpretation of the applicable accounting standards, which require a point-in-time determination of fair value, which affords little credit to the benefits of our electrification and software initiatives. Given the operational challenges faced by the Southern business unit, particularly in the fourth quarter, and declines in our share price and market capitalization in the fourth quarter, our objective projections for the operations of Southern indicated an impairment in Q4 2023 leading to the charge. This impairment is not a referendum on the business, nor will it alter our commitment and efforts in executing our core strategy for Southern network expansion, refocusing on software-driven margin improvements, and electrification. Turning to liquidity, as of December 31, 2023, Surf Air Mobility had $1.7 million of cash on hand, with the ability to draw $92.5 million in committed draws and $297.3 million in follow-on draws from the GEM share subscription facility. As previously mentioned, we amended the facility in the third quarter of 2023 to give us more flexibility in the amounts and timing of equity sales to match our capital needs. This flexibility will help us more effectively manage dilution as we execute our business plan. Our cash on hand reflects the balancing of our working capital needs with the dilution of GEM cash advances. In aggregate, the GEM facilities should provide adequate capital to finance our investment in network growth, software development, and electrification over the short to medium-term. With that said, we will be strategic with regard to our capital needs, including a continuous search for ways to optimize our capital structure, lower our cost of capital, and enhance shareholder value. As part of our overall reconfiguration of our planning, we look ahead to the delivery of our first new Textron aircraft. We are now expecting delivery of eight aircraft in total in Q3 and Q4, instead of our original expectation of 11 across the year. The delay is due to an issue with custom Surf Air specifications that we had ordered from Textron. As a reminder, we intend to use our $450 million leasing facility we have in place with JetStream, the largest aircraft leasing company in the U.S. for regional turboprop aircraft to finance our fleet. In terms of other uses of capital, our priorities include technology to advance the specification of our electrified powertrain, investment in our core direct-to-consumer passenger booking platform, development of aircraft as a service software for operators in conjunction with Palantir, and working capital to support growing the existing airline network. Our first quarter of 2024 guidance is for revenue in the range of $28.5 million to $29.5 million, pro-forma adjusted EBITDA in the range of negative $17 million to negative $14 million, which excludes the expected impact of stock-based compensation and other non-recurring items. Looking ahead in 2024, we are firmly committed to balancing growth with profitability, expense reduction, and disciplined capital allocation focused on high ROI opportunities, including potential route expansions. As I close this call, I would like to formally invite anyone interested in a deeper dive into our business to join us for Surf Air Investor Day on June 7 at the New York Stock Exchange. This event will be accessible virtually, and a replay will be available on our website. As part of our Investor Day, we will be providing a comprehensive strategic update on the business in addition to providing full-year 2023 guidance. A press release with further details will be issued closer to the date, and we hope to see many of you there. With that, operator, we will take Q&A.

Your first question comes from Austin Moeller with Canaccord.

Just my first question here. So what Tier 1 routes do you view as being critical to getting closer to profitability breakeven over the next year or so as you roll out additional routes?

To answer that question, we have changed a bit of our strategic thinking over the last six months, not vis-a-vis new routes versus not new routes, but vis-a-vis which ones are we willing to take on first based on the level of risk. If you recall, I talked at Investor Day about how new routes, even the Tier 1 routes can take anywhere from 6 to 12 months to achieve profitability. What we discovered in the meantime is there are a lot of routes that can be profitable with zero days of lead time through subsidies or minimum revenue guarantees. So once we got the deal in place with Purdue, and then following that one with Williamsport, we discovered that in this near-term, as we're truly focused on profitability as our top goal for the company, we should proceed with these subsidized and MRG routes before we go into even the really good Tier 1 routes that still require some time to mature. So I believe that there are more routes out there similar to the Purdue and Williamsport routes, and that's what we'll be looking at for the remainder of this year. When we announce other market-based flying for 2025, I'm not prepared to give cities right now, but I will say when we do it, we're going to do it with scale. So you're not going to see us go to two routes on the East Coast and three routes on the West Coast and one in the Pacific Northwest. We're going to really build out footprints following that.

Just to follow up, I think we already touched on this in the remarks, but I guess route expansion and continued development of the powertrains that the GEM advances should be sufficient to provide enough cash for that?

We've not wavered in our position that the GEM facility is adequate for us to execute the business plan. We still believe that to be the case. That being said, one of Oliver's great strengths is capital markets. Certainly, one of the things he's looking at and working hard on every day is additional sources of capital, not alternative sources but additional sources of capital. So we'll be able to do additional things when he is successful in those areas. But the GEM facility is adequate, we believe, to fund the business plan as it now exists.

Your next question comes from Ben Johnson with Piper Sandler.

Ben Johnson on for Alex Potter. I guess I have two for you. Previously, I think you mentioned that you expected SEC certification in like ‘25 to ‘26. I guess what's causing the updated expectation of early 2027 now? And then secondly, once you do receive the certification, how quickly do you expect to be able to convert all of your planes to hybrid or electric powertrains? And at what time do you expect to be able to purchase purpose-built planes from Textron and no longer have to retrofit them?

First of all, I do have Ido Gruberger in the room with us today, and I'm sure he will want to add something to my comments here at the end. But as we get to the end of the conceptual design review phase, which is the phase that we're in right now. We're down selecting the suppliers for the motor, for the battery, and for the other components of the STC. What we've discovered is that not only do we have to certify — well, we didn't discover this — we've known this all along, but what has come to light is many of the best of those components are not yet certified. So we have to do the certification timeline of the supplier, and then allow time for the certification of our own STC. What this is going to mean is that it's going to be a better product in 2027 when it comes out because we'll be able to use the exact motor that we want and the exact battery that we want. So a little bit of a delay there from what we were looking at before. But I don't think anything considerable, and I think that it'll be a better product once we get it out. Then as to the rollout of our conversion of the fleet, it's really too early for us to comment at this time how quickly we're going to be able to do the conversions, and part of it will be on a case-by-case basis with the motors. Certainly, we're going to want to convert the engines that are up for overhaul anyway. The cost of doing the transition will be very similar to the cost of doing the overhaul. The last thing, frankly, that we would want to do is take a freshly overhauled engine, pull it out of service, and then immediately replace it with electric. There's going to be a lot of work for our team in determining the order and the timing of making those conversions, but we do believe we'll be able to do them simultaneously across multiple conversion sites, being that we have five heavy maintenance centers across the country. Let me hand it over to Ido for any further comments on both of these, as well as whether or not he may want to put any kind of timeline on the Textron question.

Hello everyone. The only thing I would add is the initial STC will be applied even to new aircraft as they're rolling off the line. If you have a customer that's bought from Textron directly a one-powered Caravan EX, that STC will be initially applied after the aircraft has been constructed. It would have been rolling off the line as a Caravan EX rolling into a hangar next door and having the STC applied to it. That's the initial state. The next state of that, and part of what we're doing, is in our relationship with Textron and the coordination of the STC development with Textron, as we're holding hands with them so that this phase is short as possible. But that next phase will be them ingesting our STC into the TC and making it what's called in the industry an aligned fit. So you apply the STC as if it were part of the TC, and that could happen as early as six months after we have the STC, and that really depends on how good a job we do at coordinating that.

And that would be a Textron decision and a Textron issue, just to clarify. Did that answer your question, Ben, or did you have anything else?

That's great.

Your next question comes from David Vernon with Bernstein.

Couple questions for you. First, is there a comparison for the $29 million in 1Q revenue that you expect? And is there a way to think about whether the top line in ‘24 is growth rate anyway, is better or worse than the 12% you realized on an adjusted basis in ‘23?

Let me hand that over to our new CFO, Oliver, and he can opine on both of those.

So you didn't come in very well, could you mind repeating the question?

Absolutely. The $29 million in revenue you're expecting for 1Q, is there a comparison for that number? Like what's the growth rate on a year-over-year basis for the 1Q sort of like for like? And I'm just trying to get a sense for whether you think ‘24 is setting up to be better or worse than the 12% adjusted revenue growth rate you realized in 2023?

To answer your first question, our guidance does imply some growth top line. I don't think we've particularly guided to the number, but somewhat similar to what you saw for the full year. With regard to your second question, we haven't really — I think, what I would do is I would invite you to our Analyst Day where we'll be far more prepared to answer that question for you. We have a lot to offer there, and I think that would be a good use of time.

We can get back to you, David, on the issue of the comparison question. Let us get back to you on that one. As you can imagine, Oliver wasn't here this time last year and is just getting settled in. We will get back. Sorry to interrupt you. What's your follow-up?

We look the comps with the merger and everything, it's foggy. So I'm just trying to get a sense for the exit versus entry rate rates of growth. So, second question would be around, you mentioned in your prepared remarks that some of the work you're doing on the software side is actually going to become commercializable before you are getting certification for the electric powertrains. Can you talk a little bit about what you might be able to do to further stimulate the top line outside of just traditional route expansion on the software side and whether that can be meaningful ahead of electrification?

Absolutely. I was talking about this morning at our Insurance Underwriters Summit here in Palm Beach. We're always looking for a way to increase revenue without burning a single gallon of jet fuel. Because we're an electrification company, someday we're going to make most of our revenue by not burning a single gallon of jet fuel. But in the meantime, it's from these ancillary sources. One of the ones I'm most excited about is the software package. Right now, we are actually beta testing on the Southern Airways side, on the operational side, the crew scheduling AI unit. It’s really remarkable what we can do right now with AI. The AI scans emails and can detect if it detects a sick call on an email. It's already looking for a replacement crew before a human being has realized that a sick call has occurred. Tons of things like that when you, especially when you tie in the maintenance side of it and the regulatory side of it that we're going to really be able to take the human element and the human error rate out of this. I think that's something we will be able to market to other airlines with a recurring revenue component every single month. They're paying for the license for this software. There's also the distribution element that comes with it. I was speaking at a conference down in Panama City, Panama for operators in the Americas three or four weeks ago, and I talked to several small operators that are looking for the ability to get their tickets distributed outside of just their own website. So they asked how can you get us on Kayak and Google Flights and Expedia, and can you potentially get us, if we're going to do a connection with one of your airline partners, can you get us onto their website? The answer is yes, and for a fee. So that's another part of the software package that we're working on. Then, of course, the airline as a service, which is the leasing arm of what we're going to do and would come with much of the software. The goal is to have a menu that you can basically tick down the menu and say, we can supply you with everything from the airplane, the ticket distribution, the software required to run your finances, the software required to run your operations, the software required to maintain compliance with FAA regulations. You pick and choose what you need, and we'll set you up with something that provides that recurring revenue to Surf Air Mobility.

And I guess, as you're thinking about putting together your investor day presentation to the extent that you can help us understand what that addressable market is on the software spend side, outside of the leasing and the electrification part of it, which is a little bit more tangible. It's sometimes hard and difficult from the outside looking in at this part of the industry to really understand how much money is spent on this stuff today. So anything you can do to help us flesh that out would be really helpful as we look ahead.

Absolutely. We'll make a note of that and make sure that we address that at Investor Day. I understand the importance of that to you guys because the software income is going to likely be the first of the new ancillary income that comes in, and that will happen, of course, before electrification. It'll also happen before the aircraft as a service is launched as well. So we need to be able to provide you with what you need to be able to model that.

Your next question comes from Ravi Shanker with Morgan Stanley.

This is Catherine on for Ravi. I just had a quick question on premium, which has been a big move a lot of airlines have been pushing towards recently. So just curious if you guys would consider yourself a premium product or if there's anything more you can do on that front?

We absolutely consider ourselves both a premium product but also an egalitarian product because there is something there for just about everybody. If you're accustomed to flying first-class and you're used to spending $700 or $800 on a seat on one of the legacy carriers, we can be price competitive and give you just a better product in most cases in some of the cities between that we fly between. But then again, we also put 400,000 people a year on scheduled service routes at tickets that are under $200. I think it's a combination of both. Certainly, it depends on your priority. If you're looking for a hot meal on your flight, you're not going to get that on Surf Air Mobility, but we're going to get you to your destination and get you to your favorite restaurant a lot faster than if you go through the airport experience at LaGuardia. Anything else, Catherine?

That’s it.

There are no further questions at this time. This will conclude today's conference. Thank you all for your participation. You may now disconnect.