Strong operational performance and increased
efficiencies contribute to sequential margin and profitability
improvement
ATLANTA, Aug. 8, 2024
/PRNewswire/ -- Wheels Up Experience Inc. (NYSE: UP) today
announced financial results for the second quarter, which ended
June 30, 2024.
Second Quarter 2024 Highlights
- Revenue decreased to $196
million, driven by the divestiture of non-core assets and
our focus on more profitable flying
- Adjusted Contribution Margin increased year over year to
7.8%
- Net loss improved year-over-year to $97
million
- Adjusted EBITDA improved year-over-year to a loss of
$37 million
"Over the past year, we've taken vital steps towards realizing
our vision of building Wheels Up into a true innovator in private
aviation. Our work this quarter further solidified our position at
the forefront of delivering integrated global aviation solutions
that seamlessly combine the previously separate ecosystems of
private and commercial travel," said George
Mattson, Chief Executive Officer. "We made great strides
towards the structural changes that are necessary to build a
sustainable business model. We continued to invest in operations to
ensure we have a high-performing, reliable product. We enhanced our
product portfolio to offer unparalleled value across our
programmatic member and global charter offerings alike, and we
continued to build on the one-of-a-kind strategic partnership with
Delta Air Lines."
"The initiatives we have taken over the past year to strengthen
our business are now contributing to sequential improvement in our
financial results," said Todd Smith,
Chief Financial Officer. "During the quarter, we have reduced
underutilized maintenance facilities and removed significant
structural costs from our operations. Today, we are operating much
more efficiently and are in a strong position to scale our business
as we take advantage of our enhanced commercial product
offerings."
Recent Initiatives
- Strengthened product portfolio provides global access through
membership and charter options that emphasize accessibility,
flexibility and value. With Wheels Up Charter, travelers can fly
anywhere in the world with no upfront cost. Alternatively, Wheels
Up Membership offers guaranteed availability and recovery in the
continental U.S., U.K. and Europe
with dynamic rates and price protection.
- Introduced further pricing, savings and rewards transparency to
drive value and increase flexibility for travelers via upgrades to
pricing platform and website and mobile app experiences. Booking
upgrades make it easier to explore dynamic rates across dates,
departure and arrival destinations.
- Established deeper commercial integration with Delta Air Lines
to provide enhanced value for Wheels Up's customers and members,
including the ability to earn Delta Medallion® status.
- Completed the transition of our King Air 350i and Citation
Excel/XLS fleets to a single FAA operating certificate, which
already includes our Hawker 400XP aircraft. This is resulting in
significant operational efficiencies across maintenance, training
and scheduling. Transition of our Citation X aircraft to the same
operating certificate is in process.
Financial and
Operating Highlights(1)
|
|
As of June
30,
|
|
|
|
2024
|
|
2023
|
|
%
Change
|
Active
Members
|
8,268
|
|
11,639
|
|
(29) %
|
|
|
|
|
|
|
|
Three Months Ended
June 30,
|
|
|
(In thousands,
except Active Users, Live Flight Legs, Total Private Jet
Flight
Transaction Value per Live Flight Leg and
percentages)
|
2024
|
|
2023
|
|
%
Change
|
Active Users
|
9,999
|
|
12,549
|
|
(20) %
|
|
|
|
|
|
|
Live Flight
Legs
|
12,855
|
|
18,137
|
|
(29) %
|
|
|
|
|
|
|
Total Private Jet
Flight Transaction Value
|
$
216,843
|
|
$
266,714
|
|
(19) %
|
Total Private Jet
Flight Transaction Value per Live Flight Leg
|
$
16,868
|
|
$
14,706
|
|
15 %
|
|
|
|
|
|
|
Private Jet Charter
FTV
|
$
113,153
|
|
$
83,665
|
|
35 %
|
Other Charter
FTV
|
48,503
|
|
55,204
|
|
(12) %
|
Total Charter
FTV
|
$
161,656
|
|
$
138,869
|
|
16 %
|
|
|
|
|
|
|
On-Time Performance
(D-60)
|
87 %
|
|
89 %
|
|
n/m
|
|
|
|
|
|
|
Completion
Rate
|
99 %
|
|
98 %
|
|
n/m
|
|
|
|
|
|
|
Revenue
|
$
196,285
|
|
$
335,062
|
|
(41) %
|
Net loss
|
$
(96,973)
|
|
$ (160,593)
|
|
40 %
|
Adjusted
EBITDA
|
$
(37,355)
|
|
$
(40,303)
|
|
7 %
|
|
|
|
|
|
|
|
Six Months Ended
June 30,
|
|
|
(In
thousands)
|
2024
|
|
2023
|
|
%
Change
|
Revenue
|
$
393,386
|
|
$
686,874
|
|
(43) %
|
Net loss
|
$ (194,366)
|
|
$ (261,459)
|
|
26 %
|
Adjusted
EBITDA
|
$
(86,584)
|
|
$
(89,218)
|
|
3 %
|
__________________
|
(1)
|
For information
regarding Wheels Up's use and definition of this measure see
"Definitions of Key Operating Metrics and Non-GAAP Financial
Measures" and "Reconciliations of Non-GAAP Financial Measures"
sections herein.
|
n/m
|
Not
meaningful
|
|
|
For the second quarter:
- Active Members decreased 29% year-over-year to 8,268, primarily
as a result of the regionalization of our member programs and focus
on profitable flying.
- Active Users decreased 20% year-over-year to 9,999, primarily
related to the decline in Active Members.
- Total Private Jet Flight Transaction Value per Live Flight Leg
increased 15% year-over-year, primarily due a higher mix of flying
with larger cabin aircraft.
- Revenue decreased 41% year-over-year, primarily driven by
exiting the aircraft management and aircraft sale businesses, as
well as reduced Flight revenue, primarily due to our focus on more
profitable flying.
- Net loss improved by $63.6
million year-over-year to $97.0
million, as the second quarter of 2023 included a
$70 million non-cash goodwill
impairment charge with no equivalent charge in the second quarter
of 2024.
- Adjusted EBITDA loss improved by $2.9
million year-over-year to $37.4
million, reflecting our operational efficiency and other
spend reduction efforts.
About Wheels Up
Wheels Up is a leading provider of on-demand private aviation in
the U.S. and one of the largest companies in the industry. Wheels
Up offers a complete global aviation solution with a large and
diverse fleet and a global network of safety vetted charter
operators, all backed by an uncompromising commitment to safety and
service. Customers can access charter and membership programs, as
well as unique commercial travel benefits through a one-of-a-kind,
strategic partnership with Delta Air Lines. Wheels Up also offers
freight, safety and security solutions and managed services to
individuals, industry, government and civil organizations.
Wheels Up is guided by the mission to deliver a premium solution
for every customer journey. With the Wheels Up mobile app and
website, members and customers have the digital convenience to
search, book and fly.
Cautionary Note Regarding Forward-Looking Statements
This press release contains certain "forward-looking statements"
within the meaning of the federal securities laws. Forward-looking
statements are predictions, projections and other statements about
future events that are based on current expectations and
assumptions and, as a result, are subject to known and unknown
risks, uncertainties, assumptions and other important factors, many
of which are outside of the control of Wheels Up Experience Inc.
("Wheels Up", or "we", "us", or "our"), that could cause actual
results to differ materially from the results discussed in the
forward-looking statements. These forward-looking statements
include, but are not limited to, statements regarding: (i)
the impact of Wheels Up's cost reduction efforts and measures
intended to increase Wheels Up's operational efficiency on its
business and results of operations, including the timing and
magnitude of such expected actions and any associated expenses in
relation to liquidity levels and working capital needs; (ii) the
degree of market acceptance and adoption of Wheels Up's products
and services, including the changes to our member programs and
charter offerings announced in June
2024 and any additional new or revised products introduced
by Wheels Up; (iii) the size, demands, competition in and growth
potential of the markets for Wheels Up's products and services and
Wheels Up's ability to serve and compete in those markets; (iv)
Wheels Up's liquidity, future cash flows and certain restrictions
related to its debt obligations; (v) Wheels Up's ability to achieve
positive Adjusted EBITDA (as defined herein) pursuant to the
schedule that it has announced; (vi) Wheels Up's ability to perform
under its contractual and indebtedness obligations; (vii) the
expected impact or benefits of any potential strategic actions
involving Wheels Up or its subsidiaries or affiliates, including
asset sales, acquisitions, new debt or equity financings, or
refinancings of existing indebtedness; and (viii) the impacts
of general economic and geopolitical conditions on Wheels Up's
business and the aviation industry, including due to fluctuations
in interest rates, inflation, foreign currencies, consumer and
business spending decisions, and general levels of economic
activity. In addition, any statements that refer to projections,
forecasts, or other characterizations of future events or
circumstances, including any underlying assumptions, are
forward-looking statements. In addition, any statements that refer
to projections, forecasts, or other characterizations of future
events or circumstances, including any underlying assumptions, are
forward-looking statements. The words "anticipate," "believe,"
continue," "could," "estimate," "expect," "intend," "may," "might,"
"plan," "possible," "potential," "predict," "project," "should,"
"strive," "would" and similar expressions may identify
forward-looking statements, but the absence of these words does not
mean that statement is not forward-looking. We have identified
certain known material risk factors applicable to Wheels Up in our
Annual Report on Form 10-K for the year ended December 31, 2023 filed with the U.S. Securities
and Exchange Commission ("SEC") and our other filings with the SEC.
Moreover, it is not always possible for us to predict how new risks
and uncertainties that arise from time to time may affect us. You
are cautioned not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. Except as
required by law, we do not intend to update any of these
forward-looking statements after the date of this press
release.
Use of Non-GAAP Financial Measures
This press release includes certain non-GAAP financial measures,
such as Adjusted EBITDA, Adjusted Contribution, Adjusted
Contribution Margin, Total Private Jet Flight Transaction Value and
Total Flight Transaction Value. These non-GAAP financial measures
are an addition, and not a substitute for or superior to, measures
of financial performance prepared in accordance with generally
accepted accounting principles in the
United States of America ("GAAP") and should not be
considered as an alternative to revenue or any component thereof,
net income (loss), operating income (loss) or any other performance
measures derived in accordance with GAAP. Definitions and
reconciliations of non-GAAP financial measures to their most
comparable GAAP counterparts are included in the sections titled
"Definitions of key metrics and non-GAAP financial measures" and
"Reconciliations of non-GAAP financial measures," respectively, in
this press release. Wheels Up believes that these non-GAAP
financial measures of financial results provide useful supplemental
information to investors about Wheels Up. However, there are a
number of limitations related to the use of these non-GAAP
financial measures and their nearest GAAP equivalents, including
that they exclude significant expenses that are required by GAAP to
be recorded in Wheels Up's financial measures or represent a
transaction value that Wheels Up does not book as revenue. In
addition, other companies may calculate non-GAAP financial measures
differently, or may use other measures to calculate their financial
performance, and therefore, Wheels Up's non-GAAP financial measures
may not be directly comparable to similarly titled measures of
other companies. Additionally, to the extent that forward-looking
non-GAAP financial measures are provided, they are presented on a
non-GAAP basis without reconciliations of such forward-looking
non-GAAP financial measures due to the inherent difficulty in
forecasting and quantifying certain amounts that are necessary for
such reconciliations.
For more information on these non-GAAP financial measures, see
the sections titled "Definitions of Key Operating Metrics,"
"Definitions of Non-GAAP Financial Measures" and "Reconciliations
of Non-GAAP Financial Measures" included in this press release.
Contacts
Investors:
ir@wheelsup.com
Media:
press@wheelsup.com
WHEELS UP EXPERIENCE
INC.
|
CONDENSED
CONSOLIDATED BALANCE SHEETS
|
(Unaudited, in
thousands, except share data)
|
|
|
June 30,
2024
|
|
December 31,
2023
|
ASSETS
|
|
|
|
Current
assets:
|
|
|
|
Cash and cash
equivalents
|
$
141,493
|
|
$
263,909
|
Accounts receivable,
net
|
34,005
|
|
38,237
|
Parts and supplies
inventories, net
|
21,242
|
|
20,400
|
Aircraft held for
sale
|
36,900
|
|
30,496
|
Prepaid
expenses
|
33,608
|
|
55,715
|
Other current
assets
|
21,558
|
|
25,277
|
Total current
assets
|
288,806
|
|
434,034
|
Property and equipment,
net
|
287,395
|
|
337,714
|
Operating lease
right-of-use assets
|
60,059
|
|
68,910
|
Goodwill
|
217,656
|
|
218,208
|
Intangible assets,
net
|
107,269
|
|
117,766
|
Other non-current
assets
|
125,104
|
|
139,428
|
Total
assets
|
$
1,086,289
|
|
$
1,316,060
|
|
|
|
|
LIABILITIES AND
EQUITY
|
|
|
|
Current
liabilities:
|
|
|
|
Current maturities of
long-term debt
|
$
21,152
|
|
$
23,998
|
Accounts
payable
|
41,934
|
|
32,973
|
Accrued
expenses
|
88,124
|
|
102,475
|
Deferred revenue,
current
|
702,174
|
|
723,246
|
Other current
liabilities
|
20,722
|
|
24,810
|
Total current
liabilities
|
874,106
|
|
907,502
|
Long-term debt,
net
|
218,612
|
|
235,074
|
Operating lease
liabilities, non-current
|
49,887
|
|
54,956
|
Other non-current
liabilities
|
14,743
|
|
18,655
|
Total
liabilities
|
1,157,348
|
|
1,216,187
|
|
|
|
|
Mezzanine
equity:
|
|
|
|
Contingent performance
awards
|
1,093
|
|
2,476
|
Total mezzanine
equity
|
1,093
|
|
2,476
|
|
|
|
|
Equity:
|
|
|
|
Common Stock, $0.0001
par value; 1,500,000,000 authorized; 698,057,072 and
697,131,838 shares issued and 697,663,854 and 696,856,131 shares
outstanding
as of June 30, 2024 and December 31, 2023,
respectively
|
70
|
|
70
|
Additional paid-in
capital
|
1,905,871
|
|
1,879,009
|
Accumulated
deficit
|
(1,957,626)
|
|
(1,763,260)
|
Accumulated other
comprehensive loss
|
(12,344)
|
|
(10,704)
|
Treasury stock, at
cost, 393,218 and 275,707 shares, respectively
|
(8,123)
|
|
(7,718)
|
Total Wheels Up
Experience Inc. stockholders' equity
|
(72,152)
|
|
97,397
|
Non-controlling
interests
|
—
|
|
—
|
Total
equity
|
(72,152)
|
|
97,397
|
Total liabilities
and equity
|
$
1,086,289
|
|
$
1,316,060
|
WHEELS UP EXPERIENCE
INC.
|
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
|
(Unaudited, in
thousands except share and per share data)
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Revenue
|
$
196,285
|
|
$
335,062
|
|
$
393,386
|
|
$
686,874
|
|
|
|
|
|
|
|
|
Costs and
expenses:
|
|
|
|
|
|
|
|
Cost of revenue
(exclusive of items shown
separately below)
|
191,690
|
|
327,903
|
|
389,950
|
|
681,694
|
Technology and
development
|
10,529
|
|
14,430
|
|
21,610
|
|
30,303
|
Sales and
marketing
|
21,480
|
|
23,149
|
|
42,917
|
|
48,952
|
General and
administrative
|
35,949
|
|
40,065
|
|
72,186
|
|
79,481
|
Depreciation and
amortization
|
15,593
|
|
15,123
|
|
30,988
|
|
29,568
|
(Gain) loss on sale of
aircraft held for sale
|
234
|
|
(2,621)
|
|
(2,490)
|
|
(3,487)
|
Impairment of
goodwill
|
—
|
|
70,000
|
|
—
|
|
70,000
|
Total costs and
expenses
|
275,475
|
|
488,049
|
|
555,161
|
|
936,511
|
|
|
|
|
|
|
|
|
Loss from
operations
|
(79,190)
|
|
(152,987)
|
|
(161,775)
|
|
(249,637)
|
|
|
|
|
|
|
|
|
Other income
(expense)
|
|
|
|
|
|
|
|
Gain (loss) on
disposal of assets, net
|
136
|
|
(1,538)
|
|
1,576
|
|
(1,538)
|
Loss on extinguishment
of debt
|
(805)
|
|
(870)
|
|
(2,511)
|
|
(870)
|
Change in fair value
of warrant liability
|
(70)
|
|
621
|
|
(98)
|
|
746
|
Interest
income
|
285
|
|
1,865
|
|
341
|
|
5,686
|
Interest
expense
|
(16,667)
|
|
(7,658)
|
|
(31,222)
|
|
(15,777)
|
Other income
(expense), net
|
(221)
|
|
(42)
|
|
(350)
|
|
103
|
Total other income
(expense)
|
(17,342)
|
|
(7,622)
|
|
(32,264)
|
|
(11,650)
|
|
|
|
|
|
|
|
|
Loss before income
taxes
|
(96,532)
|
|
(160,609)
|
|
(194,039)
|
|
(261,287)
|
|
|
|
|
|
|
|
|
Income tax benefit
(expense)
|
(441)
|
|
16
|
|
(327)
|
|
(172)
|
|
|
|
|
|
|
|
|
Net
loss
|
(96,973)
|
|
(160,593)
|
|
(194,366)
|
|
(261,459)
|
Less: Net loss
attributable to non-controlling
interests
|
—
|
|
—
|
|
—
|
|
—
|
Net loss
attributable to Wheels Up Experience Inc.
|
$
(96,973)
|
|
$
(160,593)
|
|
$
(194,366)
|
|
$
(261,459)
|
|
|
|
|
|
|
|
|
Net loss per share
of Common Stock
|
|
|
|
|
|
|
|
Basic and
diluted
|
$
(0.14)
|
|
$
(6.28)
|
|
$
(0.28)
|
|
$
(10.27)
|
|
|
|
|
|
|
|
|
Weighted-average
shares of Common Stock
outstanding:
|
|
|
|
|
|
|
|
Basic and
diluted
|
697,458,966
|
|
25,570,200
|
|
697,403,388
|
|
25,446,199
|
WHEELS UP EXPERIENCE
INC.
|
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
(Unaudited, in
thousands)
|
|
|
Six Months Ended
June 30,
|
|
2024
|
|
2023
|
Cash flows from
operating activities
|
|
|
|
Net loss
|
$
(194,366)
|
|
$
(261,459)
|
Adjustments to
reconcile net loss to net cash used in operating
activities:
|
|
|
|
Depreciation and
amortization
|
30,988
|
|
29,568
|
Equity-based
compensation
|
25,479
|
|
18,142
|
Payment in kind
interest
|
20,501
|
|
—
|
Amortization
(accretion) of deferred financing costs and debt
discount
|
(1,328)
|
|
1,124
|
Change in fair value of
warrant liability
|
98
|
|
(746)
|
Gain on sale of
aircraft held for sale
|
(5,208)
|
|
(3,487)
|
Loss on extinguishment
of debt
|
2,511
|
|
870
|
Impairment of
goodwill
|
—
|
|
70,000
|
Other
|
4,653
|
|
1,519
|
Changes in assets and
liabilities:
|
|
|
|
Accounts
receivable
|
1,502
|
|
27,698
|
Parts and supplies
inventories
|
2,635
|
|
5,637
|
Aircraft
inventory
|
1,673
|
|
(2,008)
|
Prepaid
expenses
|
20,204
|
|
(14,499)
|
Other non-current
assets
|
17,473
|
|
(16,420)
|
Accounts
payable
|
9,287
|
|
9,166
|
Accrued
expenses
|
(14,232)
|
|
(32,393)
|
Deferred
revenue
|
(21,378)
|
|
(248,358)
|
Other assets and
liabilities
|
(1,275)
|
|
3,976
|
Net cash used in
operating activities
|
(100,783)
|
|
(411,670)
|
|
|
|
|
Cash flows from
investing activities
|
|
|
|
Purchases of property
and equipment
|
(9,633)
|
|
(12,201)
|
Purchases of aircraft
held for sale
|
(2,313)
|
|
(961)
|
Proceeds from sale of
aircraft held for sale, net
|
37,856
|
|
24,981
|
Proceeds from sale of
divested business, net
|
5,903
|
|
—
|
Capitalized software
development costs
|
(7,825)
|
|
(12,924)
|
Other
|
105
|
|
194
|
Net cash provided
(used in) by investing activities
|
24,093
|
|
(911)
|
|
|
|
|
Cash flows from
financing activities
|
|
|
|
Purchase shares for
treasury
|
(404)
|
|
—
|
Purchase of fractional
shares
|
—
|
|
(3)
|
Repayments of
long-term debt
|
(40,992)
|
|
(18,680)
|
Net cash used in
financing activities
|
(41,396)
|
|
(18,683)
|
|
|
|
|
Effect of exchange
rate changes on cash, cash equivalents and restricted
cash
|
(1,175)
|
|
(540)
|
|
|
|
|
Net decrease in
cash, cash equivalents and restricted cash
|
(119,261)
|
|
(431,804)
|
Cash, cash
equivalents and restricted cash, beginning of period
|
292,825
|
|
620,153
|
Cash, cash
equivalents and restricted cash, end of period
|
$
173,564
|
|
$
188,349
|
Definitions of Non-GAAP Financial Measures
Adjusted EBITDA. We calculate Adjusted EBITDA as Net
income (loss) adjusted for (i) Interest income (expense), (ii)
Income tax expense, (iii) Depreciation and amortization, (iv)
equity-based compensation expense, (v) acquisition and integration
related expenses and (vi) other items not indicative of our ongoing
operating performance, including but not limited to, restructuring
charges.
We include Adjusted EBITDA as a supplemental measure for
assessing operating performance and for the following: to be
used in conjunction with bonus program target achievement
determinations, strategic internal planning, annual budgeting,
allocating resources and making operating decisions; and to provide
useful information for historical period-to-period comparisons of
our business, as it removes the effect of certain non-cash expenses
and other items not indicative of our ongoing operating
performance.
Adjusted Contribution and Adjusted Contribution Margin.
We calculate Adjusted Contribution as gross profit (loss) excluding
Depreciation and amortization and adjusted further for equity-based
compensation included in Cost of revenue and other items included
in Cost of revenue that are not indicative of our ongoing operating
performance. Adjusted Contribution Margin is calculated by dividing
Adjusted Contribution by total revenue.
We include Adjusted Contribution and Adjusted Contribution
Margin as supplemental measures for assessing operating performance
and for the following: to be used to understand our ability
to achieve profitability over time through scale and leveraging
costs; and to provide useful information for historical
period-to-period comparisons of our business and to identify
trends.
Total Private Jet Flight Transaction Value and Total Flight
Transaction Value. We calculate Total Private Jet Flight
Transaction Value as the sum of total gross spend by members and
customers on all private jet flight services, which excludes all
group charter flights with 15 or more passengers and cargo flight
services. Total Private Jet Flight Transaction Value reflects the
Flight revenue recognized from Programmatic Flights (as defined
below) and private charter flights by members and customers.
"Programmatic Flights" are all flights that were flown subject to a
Wheels Up Member Flight Service Agreement, Custom Corporate
Agreement or other similar agreement (excluding jet cards) that
provides for guaranteed aircraft availability, shorter call-out
periods, capped or fixed rate pricing, and other benefits.
We calculate Total Flight Transaction Value as Total Private Jet
Flight Transaction Value, plus Other Charter FTV (as defined
below).
We include Total Private Jet Flight Transaction Value and Total
Flight Transaction Value as supplemental measures for assessing the
size of the markets which we serve.
Definitions of Key Operating Metrics
Active Members. We define Active Members as the
number of membership accounts that generated membership revenue in
the applicable period and are active as of the end of the reporting
period. We use Active Members to assess the adoption of our premium
offerings which is a key factor in our penetration of the market in
which we operate and a key driver of membership and flight
revenue.
Active Users. We define Active Users as Active
Members as of the reporting date plus unique non-member customers
who completed a revenue generating flight at least once in the
applicable period and excluding wholesale flight activity. While a
unique customer can complete multiple revenue generating flights on
our platform in a given period, that unique customer is counted as
only one Active User. We use Active Users to assess the adoption of
our platform and frequency of transactions, which are key factors
in our penetration of the markets in which we operate and our
ability to generate revenue.
On-Time Performance (D-60). We define On-Time
Performance (D-60) as the percentage of total flights flown that
departed within 60 minutes of the scheduled time, inclusive of air
traffic control, weather, maintenance and customer delays. On-Time
Performance (D-60) excludes all cancelled flights and wholesale
flight activity.
Completion Rate. We define Completion Rate as the
percentage of total scheduled flights operated and completed.
Completion Rate excludes customer-initiated flight cancellations
and wholesale flight activity.
Live Flight Legs. We define Live Flight Legs as the
number of completed one-way revenue generating private jet flight
legs in the applicable period, excluding empty repositioning legs
and owner legs related to aircraft under management. We believe
Live Flight Legs is a useful metric to measure the scale and usage
of our platform, and our ability to generate flight revenue.
Total Private Jet Flight Transaction Value per Live Flight
Leg. We use Total Private Jet Flight Transaction Value per Live
Flight Leg to measure the average gross spend by members and
customers for each Live Flight Leg. See "Definitions of Non-GAAP
Financial Measures" above for more information regarding our use
and definition of Total Private Jet Flight Transaction Value.
Private Jet Charter FTV. We define Private Jet Charter
FTV as the sum of total gross spend by members and customers on all
private charter flights that are at market-based rates and are not
Programmatic Flights. Private Jet Charter FTV excludes customer
gross spend attributable to all group charter flights with 15 or
more passengers and cargo flight services. We use Private Jet
Charter FTV to measure the size of our private jet charter business
relative to the overall industry. See "Definitions of Non-GAAP
Financial Measures" above for more information about the use of
Private Jet Charter FTV in the calculation of Total Private Jet
Flight Transaction Value and Total Flight Transaction Value.
Other Charter FTV. We define Other Charter FTV as the sum
of total gross spend by customers on all group charter flights with
15 or more passengers and cargo flight services. We use Other
Charter FTV to measure the size of our group charter and cargo
charter businesses relative to the overall industry. See
"Definitions of Non-GAAP Financial Measures" above for more
information about the use of Other Charter FTV in the calculation
of Total Flight Transaction Value.
Total Charter FTV. We define Total Charter FTV as the sum
of Private Jet Charter FTV and Other Charter FTV. We use Total
Charter FTV to measure the size of our total charter business
relative to the overall industry.
Reconciliations of Non-GAAP Financial
Measures
|
|
Adjusted
EBITDA
|
|
The following table
reconciles Adjusted EBITDA to Net loss, which is the most directly
comparable GAAP measure (in thousands):
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Net
loss
|
$
(96,973)
|
|
$ (160,593)
|
|
$
(194,366)
|
|
$ (261,459)
|
Add back
(deduct)
|
|
|
|
|
|
|
|
Interest
expense
|
16,667
|
|
7,658
|
|
31,222
|
|
15,777
|
Interest
income
|
(285)
|
|
(1,865)
|
|
(341)
|
|
(5,686)
|
Income tax
expense
|
441
|
|
(16)
|
|
327
|
|
172
|
Other expense,
net
|
221
|
|
42
|
|
350
|
|
(103)
|
Depreciation and
amortization
|
15,593
|
|
15,123
|
|
30,988
|
|
29,568
|
Change in fair value of
warrant liability
|
70
|
|
(621)
|
|
98
|
|
(746)
|
Gain (loss) on disposal
of assets, net
|
(136)
|
|
1,538
|
|
(1,576)
|
|
1,538
|
Equity-based
compensation expense
|
14,268
|
|
6,604
|
|
25,479
|
|
18,142
|
Acquisition and
integration expense(1)
|
—
|
|
74
|
|
—
|
|
2,108
|
Restructuring
charges(2)
|
4,371
|
|
8,201
|
|
6,515
|
|
18,692
|
Atlanta Member
Operations Center set-up expense(3)
|
458
|
|
9,170
|
|
3,481
|
|
16,130
|
Certificate
consolidation expense(4)
|
3,674
|
|
4,873
|
|
4,812
|
|
7,520
|
Impairment of
goodwill(5)
|
—
|
|
70,000
|
|
—
|
|
70,000
|
Other(6)
|
4,276
|
|
(491)
|
|
6,427
|
|
(871)
|
Adjusted
EBITDA
|
$
(37,355)
|
|
$
(40,303)
|
|
$
(86,584)
|
|
$
(89,218)
|
__________________
|
(1)
|
Consists of expenses
incurred associated with acquisitions, as well as
integration-related charges incurred within one year of acquisition
date primarily related to system conversions, re-branding costs and
fees paid to external advisors.
|
(2)
|
For the three and six
months ended June 30, 2024, primarily includes charges for contract
termination fees and employee separation programs as part of our
ongoing cost reduction and strategic business initiatives. For the
three and six months ended June 30, 2023, includes restructuring
charges related to the restructuring plan that we announced on
March 1, 2023 (the "Restructuring Plan") and related strategic
business initiatives implemented in the first quarter of 2023, as
well as expenses incurred during the second quarter of 2023 to
support significant changes to our member programs and certain
aspects of our operations, primarily consisting of consultancy fees
associated with designing and implementing changes to our member
programs, and severance and recruiting expenses associated with
executive transitions.
|
(3)
|
Consists of expenses
associated with establishing the member operations center in the
Atlanta, Georgia area (the "Atlanta Member Operations Center") and
its operations primarily including redundant operating expenses
during the transition period, relocation expenses for employees and
costs associated with onboarding new employees. The Atlanta Member
Operations Center began operating on May 15, 2023.
|
(4)
|
Consists of expenses
incurred to execute the consolidation of our FAA operating
certificates primarily including pilot training and retention
programs and consultancy fees associated with planning and
implementing the consolidation process.
|
(5)
|
Represents a non-cash
impairment charge related to goodwill recognized in the second
quarter of 2023.
|
(6)
|
Includes
(i) collections of certain aged receivables which were added
back to Net loss in the reconciliation presented for the twelve
months ended December 31, 2022, (ii) reserves and/or write-off
of certain aged receivables associated with the aircraft management
business which was divested on September 30, 2023,
(iii) expenses incurred associated with ongoing litigation
matters, and (iv) amounts reserved during the second quarter of
2024 related to Parts and supplies inventory deemed in excess after
revision of future business needs associated with strategic
business initiatives.
|
Refer to "Supplemental Expense Information" below, for further
information.
Adjusted
Contribution and Adjusted Contribution Margin
|
|
The following table
reconciles Adjusted Contribution to gross profit (loss), which is
the most directly comparable GAAP measure (in
thousands):
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Revenue
|
$
196,285
|
|
$
335,062
|
|
$
393,386
|
|
$
686,874
|
Less: Cost of
revenue
|
(191,690)
|
|
(327,903)
|
|
(389,950)
|
|
(681,694)
|
Less: Depreciation and
amortization
|
(15,593)
|
|
(15,123)
|
|
(30,988)
|
|
(29,568)
|
Gross profit
(loss)
|
(10,998)
|
|
(7,964)
|
|
(27,552)
|
|
(24,388)
|
Gross margin
|
(5.6) %
|
|
(2.4) %
|
|
(7.0) %
|
|
(3.6) %
|
Add
back:
|
|
|
|
|
|
|
|
Depreciation and
amortization
|
15,593
|
|
15,123
|
|
30,988
|
|
29,568
|
Equity-based
compensation expense in Cost of
revenue
|
816
|
|
1,092
|
|
1,562
|
|
2,271
|
Restructuring charges
in Cost of revenue(1)
|
3,703
|
|
—
|
|
3,703
|
|
755
|
Atlanta Member
Operations Center set-up
expense in Cost of revenue(2)
|
458
|
|
7,999
|
|
1,860
|
|
11,798
|
Certificate
consolidation expense in Cost of
revenue(3)
|
2,445
|
|
1,840
|
|
3,471
|
|
4,441
|
Other in Cost of
revenue(4)
|
3,281
|
|
—
|
|
3,281
|
|
—
|
Adjusted
Contribution
|
$
15,298
|
|
$
18,090
|
|
$
17,313
|
|
$
24,445
|
Adjusted
Contribution Margin
|
7.8 %
|
|
5.4 %
|
|
4.4 %
|
|
3.6 %
|
__________________
|
(1)
|
For the three and six
months ended June 30, 2024, primarily includes charges for employee
separation programs as part of our ongoing cost reduction and
strategic business initiatives. For the three and six months ended
June 30, 2023, includes restructuring charges related to the
Restructuring Plan and related strategic business initiatives
implemented in the first quarter of 2023.
|
(2)
|
Consists of expenses
associated with establishing the Atlanta Member Operations Center
and its operations primarily including redundant operating expenses
during the transition period, relocation expenses for employees and
costs associated with onboarding new employees. The Atlanta Member
Operations Center began operating on May 15, 2023.
|
(3)
|
Consists of expenses
incurred to execute the consolidation of our FAA operating
certificates primarily including pilot training and retention
programs and consultancy fees associated with planning and
implementing the consolidation process.
|
(4)
|
Consists of amounts
reserved during the second quarter of 2024 related to Parts and
supplies inventory deemed in excess after revision of future
business needs associated with strategic business
initiatives.
|
Total Private Jet
Flight Transaction Value and Total Flight Transaction
Value
|
|
The following table
reconciles each of Total Private Jet Flight Transaction Value and
Total Flight Transaction Value to Flight revenue, which is the most
directly comparable U.S. GAAP measure (in
thousands):
|
|
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|
2024
|
|
2023
|
2024
|
|
2023
|
Flight
revenue
|
$
163,684
|
|
$
235,284
|
$
314,613
|
|
$
467,046
|
Add back
(deduct):
|
|
|
|
|
|
|
Private Jet Charter
Revenue in Flight
revenue(1)
|
(59,994)
|
|
(52,235)
|
(107,848)
|
|
(92,416)
|
Private Jet Charter
FTV(2)
|
113,153
|
|
83,665
|
201,841
|
|
150,193
|
Total Private Jet
Flight Transaction Value
|
216,843
|
|
266,714
|
408,606
|
|
524,823
|
Other Charter
FTV(2)
|
48,503
|
|
55,204
|
81,414
|
|
86,287
|
Total Flight
Transaction Value
|
$
265,346
|
|
$
321,918
|
$
490,020
|
|
$
611,110
|
__________________
|
(1)
|
Represents the portion
of Flight revenue not attributable to Programmatic
Flights.
|
(2)
|
See "Definitions of Key
Operating Metrics" above for more information about Private Jet
Charter FTV and Other Charter FTV.
|
Supplemental Revenue
Information
|
|
(In
thousands)
|
Three Months Ended
June 30,
|
|
Change
in
|
2024
|
|
2023
|
|
$
|
|
%
|
Membership
|
$
16,046
|
|
$
21,478
|
|
$
(5,432)
|
|
(25) %
|
Flight
|
163,684
|
|
235,284
|
|
(71,600)
|
|
(30) %
|
Aircraft
management
|
2,957
|
|
48,502
|
|
(45,545)
|
|
(94) %
|
Other
|
13,598
|
|
29,798
|
|
(16,200)
|
|
(54) %
|
Total
|
$
196,285
|
|
$
335,062
|
|
$ (138,777)
|
|
(41) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In
thousands)
|
Six Months Ended
June 30,
|
|
Change
in
|
2024
|
|
2023
|
|
$
|
|
%
|
Membership
|
$
32,900
|
|
$
43,158
|
|
$
(10,258)
|
|
(24) %
|
Flight
|
314,613
|
|
467,046
|
|
(152,433)
|
|
(33) %
|
Aircraft
management
|
6,150
|
|
112,196
|
|
(106,046)
|
|
(95) %
|
Other
|
39,723
|
|
64,474
|
|
(24,751)
|
|
(38) %
|
Total
|
$
393,386
|
|
$
686,874
|
|
$ (293,488)
|
|
(43) %
|
Supplemental Expense
Information
|
|
|
Three Months Ended
June 30, 2024
|
|
Cost of
revenue
|
|
Technology
and
development
|
|
Sales and
marketing
|
|
General and
administrative
|
|
Total
|
Equity-based
compensation expense
|
$
816
|
|
$
353
|
|
$
132
|
|
$
12,967
|
|
$
14,268
|
Restructuring
charges
|
3,703
|
|
—
|
|
51
|
|
617
|
|
4,371
|
Atlanta Member
Operations Center set-up expense
|
458
|
|
—
|
|
—
|
|
—
|
|
458
|
Certificate
consolidation expense
|
2,445
|
|
—
|
|
—
|
|
1,229
|
|
3,674
|
Other
|
3,281
|
|
—
|
|
—
|
|
995
|
|
4,276
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
June 30, 2024
|
|
Cost of
revenue
|
|
Technology
and
development
|
|
Sales and
marketing
|
|
General and
administrative
|
|
Total
|
Equity-based
compensation expense
|
$
1,562
|
|
$
636
|
|
$
267
|
|
$
23,014
|
|
$
25,479
|
Restructuring
charges
|
3,703
|
|
—
|
|
1,648
|
|
1,164
|
|
6,515
|
Atlanta Member
Operations Center set-up expense
|
1,860
|
|
—
|
|
—
|
|
1,621
|
|
3,481
|
Certificate
consolidation expense
|
3,471
|
|
—
|
|
—
|
|
1,341
|
|
4,812
|
Other
|
3,281
|
|
—
|
|
—
|
|
3,146
|
|
6,427
|
|
|
Three Months Ended
June 30, 2023
|
|
Cost of
revenue
|
|
Technology
and
development
|
|
Sales and
marketing
|
|
General and
administrative
|
|
Total
|
Equity-based
compensation expense
|
$
1,092
|
|
$
673
|
|
$
641
|
|
$
4,198
|
|
$
6,604
|
Acquisition and
integration expenses
|
—
|
|
—
|
|
—
|
|
74
|
|
74
|
Restructuring
charges
|
—
|
|
—
|
|
—
|
|
8,202
|
|
8,201
|
Atlanta Member
Operations Center set-up expense
|
7,999
|
|
201
|
|
—
|
|
970
|
|
9,170
|
Certificate
consolidation expense
|
1,840
|
|
—
|
|
—
|
|
3,033
|
|
4,873
|
Other
|
—
|
|
—
|
|
—
|
|
(491)
|
|
(491)
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
June 30, 2023
|
|
Cost of
revenue
|
|
Technology
and
development
|
|
Sales and
marketing
|
|
General and
administrative
|
|
Total
|
Equity-based
compensation expense
|
$
2,271
|
|
$
1,157
|
|
$
1,341
|
|
$
13,373
|
|
$
18,142
|
Acquisition and
integration expenses
|
—
|
|
53
|
|
134
|
|
1,921
|
|
2,108
|
Restructuring
charges
|
755
|
|
2,299
|
|
2,058
|
|
13,581
|
|
18,692
|
Atlanta Member
Operations Center set-up expense
|
11,798
|
|
201
|
|
—
|
|
4,131
|
|
16,130
|
Certificate
consolidation expense
|
4,441
|
|
—
|
|
—
|
|
3,079
|
|
7,520
|
Other
|
—
|
|
—
|
|
—
|
|
(871)
|
|
(871)
|
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SOURCE Wheels Up