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Operator · Operator
Sam Levenson
Thank you, operator, and good afternoon, everyone. Welcome to Surf Air Mobility's third quarter 2025 earnings call. I'm joined today by Deanna White, Chief Executive Officer, and Oliver W. Reeves, Chief Financial Officer. Our earnings release can be found on the SEC EDGAR website and on our Surf Air Mobility Investor Relations page at investors.surfair.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 those 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 today, posted on the Surf Air Mobility Investor Relations website and in our filings with the SEC. I'll now turn the call over to Surf Air Mobility's CEO, Deanna White. Deanna?
Deanna White · Operator
Oliver W. Reeves
Thank you, Deanna. In my remarks today, I will address the company's third quarter results and outlook for the fourth quarter and full year. But first, let me share details on our continued efforts to strengthen our balance sheet and secure capital for our technology initiatives that we believe will create significant shareholder value. On November 10, 2025, Surf Air Mobility announced a $100 million strategic transaction that will continue to enable us to achieve our transformation plan.
This transaction directs $26 million from new equity issuances specifically to the development and commercialization of Surf OS, shifting this initiative from its beta phase into its commercial phase. A new institutional investor and a Surf Air Mobility cofounder, together with a related party, each purchased $10 million of this offering, which includes common stock and two-year warrants exercisable at a purchase price of $3.32 per share. Finally, Palantir was issued $6 million of new common equity as prepayment for software and additional services.
This capital will be used to fund the continued development of Surf OS' three flagship products, Broker OS, Operator OS, and Owner OS, and to enable the scaling of our engineering and sales capability. The proceeds will also be used to invest in the development of new modules and products to capture a larger share of the growing air mobility software market. In the coming months, we intend to publicly share more information about Surf OS products, the sizable and growing addressable market, our distribution and commercialization strategy, and the pricing and business models, which will set revenue expectations for 2026.
Concurrently with the equity raise, Surf Air Mobility completed the sale of a $74 million convertible note, yielding net cash proceeds to the company of $65 million. The company will use a portion of these proceeds to pay $51 million due under the company's four-year credit agreement with affiliates of Convest Partners and $8 million outstanding under the company's secured convertible note with Partner for Growth SPY LP. In aggregate, repayment of these liabilities represents a reduction in cash interest expense of approximately $5.5 million on an annualized basis.
Earlier in the quarter, a lender transferred $35 million of the outstanding principal under their convertible note to a third party under terms identical to the original note. The new holder of the note converted the entire balance, inclusive of accrued interest, into 7.2 million shares of the company's common stock. This resulted in the elimination of a $35 million liability and a reduction of $3.5 million in annualized cash interest expense.
Finally, during the quarter, the company elected to pay down $8.2 million of the outstanding principal of the GEM mandatory convertible security. To summarize, we significantly reduced our liabilities in Q3 and have subsequently provided funding for the continued development and commercialization of Surf OS. As a result of the financing transaction, we now see a path for the company to be debt-free. Let me turn to the results of the third quarter and our outlook for the remainder of the year.
As discussed in our earnings release, revenue from the quarter exceeded our guidance, and adjusted EBITDA met our guidance. Strong execution of our transformation plan has driven significant improvement in our key operating metrics in both our scheduled service and on-demand operations, yielding significant and sustainable improvements in financial results. Third quarter revenue of $29.2 million exceeded our guidance range of $27 million to $28.5 million and rose 6% sequentially over the second quarter, driven by a 42% increase in on-demand revenue partially offset by a 4% decrease in scheduled service revenue.
On a year-over-year basis, revenue increased 3%, driven by a 40% increase in on-demand revenue partially offset by a 7% decrease in scheduled service revenue. The drivers of both sequential and year-over-year increases in revenue were primarily related to a shift in the mix to larger aircraft and international flights, which resulted in an increase in revenue per departure in our on-demand business, and the exiting of unprofitable routes offset by improved operational metrics in our scheduled service operation. Our adjusted EBITDA loss of $9.9 million for the third quarter was within our guidance range of a loss of $10 million to $8.5 million.
Compared with the second quarter and the same quarter of the prior year, adjusted EBITDA loss was relatively flat. Adjusted EBITDA loss continues to benefit from improvements in key operating metrics, including on-time departure, on-time arrival, and controllable completion factor, demonstrating the permanency of our transformation strategies. Our airline operations achieved a second consecutive quarter of profitability, defined as positive adjusted EBITDA.
Now let's discuss our outlook for the fourth quarter and full year. For the fourth quarter, we expect revenue to be within a range of $25.5 million to $27.5 million and adjusted EBITDA loss to be within a range of $6.5 million to $8 million. These ranges reflect the exit of unprofitable routes and continued efforts to improve profitability. For the full year, we are raising our revenue guidance to at least $105 million, and we are reaffirming our guidance for full-year airline operations profitability, defined as positive adjusted EBITDA. With that, let me turn the call back over to the operator for Q&A. Operator?
Questions & answers
Operator · Operator
Amit Dayal
Q1
Thank you. Good afternoon, everyone. Congrats on all the progress. With this financing, what kind of cash runway do you have in terms of commercializing Surf OS?
Deanna White · Operator
Oliver W. Reeves
Hi, Amit. As you saw, there were really two uses for the financing. One is obviously the investment into Surf OS, and we believe that that will give us a runway of between eighteen and twenty-four months.
Amit Dayal
Q1
Okay. That's good to hear. Thank you for that. You have some really interesting partnerships with Palantir and Beta Technologies. Can you talk a little bit about what is happening with those efforts, especially in the context of Beta Technologies, which just went public? How are you potentially working with that company to commercialize the Surf OS offering?
Deanna White · Operator
Amit Dayal
Q2
Okay. Thank you for that. Apologies if I got the Beta Technologies thing wrong. From an operating perspective, as you are exiting some of these unprofitable routes, are there opportunities to lower operating costs over the next twelve to eighteen months?
Deanna White · Operator
Amit Dayal
Q3
Understood. I'll take my other questions offline. And again, congrats on all the execution.
Deanna White · Operator
Austin Moeller
Q4
Hi, good afternoon. Just my first question here. Are there any features of Surf OS that you plan to make exclusive for your on-demand or scheduled business, or will all of your beta testers have access to all of the features of the stack?
Deanna White · Operator
Austin Moeller
Q5
And on the scheduled business, so revenue was a little lower year over year. How many more routes might you expect to remove from the business before adding some of the new tier-one routes? And where geographically are you looking to add the new routes?
Deanna White · Operator
Austin Moeller
Q6
Great. Thanks for the insights there.
Deanna White · Operator
David Joseph Storms
Q7
Good evening, and thank you for taking my calls. I did want to start, Oliver. You had a comment in your prepared remarks that you see a path for the company to be debt-free. I was just hoping you could speak a little more to maybe some of the variables that you would see impacting that and a sense of a timeline there.
Oliver W. Reeves
Well, as you see, the convertible was designed with features that would allow us to gradually delever our balance sheet. So we feel that over time, this is a much better path for us rather than facing high interest or high cash interest debt and then bullet payments. So we feel pretty good about that across the duration of the convert, which, as you see, has a maturity of October 31, 2028. So as that converts and as we succeed, hopefully, before then, we have a great path to becoming debt-free.
David Joseph Storms
Q7
Understood. I appreciate that. And then I also did want to circle back to the comment around Surf OS, which commercialization, hopefully, within the next eighteen to twenty-four months. The logistics around that, would you expect some sort of soft launch in the twelve to eighteen-month range that would maybe start generating revenue? Or I guess maybe what are your thoughts around that as we get closer to getting Surf OS on its feet?
Deanna White · Operator
David Joseph Storms
Q8
Understood. That's great. And then one more for me, if I could. Just any commentary around the recent government shutdown. Has that impacted your business model in Q4 here?
Deanna White · Operator
Sudhin Shahani
Thank you, Deanna. As you commented on earlier, we're going to comment on the numbers for the software Surf OS business for 2026 later on. And our 2026 is our year to start commercializing. But I'm going to address a couple of key points around our approach and positioning in the AI space. What we're building is a vertical AI product. We're solving specific high-value problems for businesses, using domain-specific data in an industry we consider ourselves an expert.
We're not investing in foundational models, and we have a capital-efficient approach here, building core applications and leveraging data infrastructure from Palantir. And I would make a point that there are clear examples of companies in the space providing business solutions and applying AI with high degrees of profitability in these situations. Our partner Palantir is actually a perfect example of that.
Deanna White · Operator
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