Improvement in financial performance driven by
operating initiatives over past year
Fleet modernization plan represents next phase
of strategic journey to profitability
New credit facility expected to strengthen
balance sheet; credit support from Delta Air Lines underscores
commitment to strategic partnership
ATLANTA, Nov. 7, 2024
/PRNewswire/ -- Wheels Up Experience Inc. (NYSE:UP) today announced
financial results for the third quarter, which ended
September 30, 2024.
Third Quarter 2024 Highlights1
- Revenue was $194 million,
stabilizing at levels consistent with the first and second quarters
of 2024, though down year over year due primarily to the sale of
non-core businesses and focus on profitable flying
- Adjusted Contribution Margin was 14.8%, the highest as a public
company, and an increase of 380 basis points year over year and 700
basis points sequentially
- Net loss was $58 million for the
quarter, an improvement of $87
million year over year and $39
million sequentially
- Adjusted EBITDA loss was $20
million, an improvement of $17
million sequentially and slightly worse year over year on
lower revenues
- Net cash used in operating activities improved to an outflow of
$15 million, a 94% improvement versus
$250 million last year
"After seven consecutive quarters of revenue contraction leading
into 2024, the intentional improvements we have made to our
business over the last year have stabilized our top line, expanded
margins to record levels, and positioned us for growth," said
George Mattson, Chief Executive
Officer. "We expect our next phase of financial and operational
improvement to be driven by the positive impact of our fleet
transition, both immediately and over the next several years."
"This quarter's Adjusted Contribution Margin was the highest in
our history as a public company," said Eric
Cabezas, Interim Chief Financial Officer. "We have made
significant progress in reducing our operating cash burn and expect
to achieve positive Adjusted EBITDA for the full year 2025,
positioning the company for future profitability and long-term
success. We expect the closing of our new revolving credit facility
will enhance our access to capital and bolster our liquidity
position, allowing us to expedite the modernization of our fleet
and scale our business."
Recent Initiatives
- Detailed a fleet modernization strategy for the replacement of
the Company's existing jet fleet across four aircraft types with
two of the most preferred and successful aircraft in the industry:
Embraer's Phenom 300 series and Bombardier's Challenger 300 series
platforms.
- Announced plans to acquire the GrandView Aviation fleet of 17
Phenom 300 and 300E aircraft, which is expected to establish Wheels
Up as the largest on-demand charter operator of Phenom 300 series
aircraft in the world.
- Agreed to sell all 13 owned Citation X aircraft, and expect to
lease a portion of the sold aircraft and amend existing Citation X
leases to provide lease flexibility that will ease the transition
to the Challenger 300 series aircraft.
- Secured up to $332 million
commitment from Bank of America for new senior secured revolving
credit facility. Credit support from Delta Air Lines expected to
provide enhanced access to capital and on more attractive terms
than the Company's existing aircraft facility.
- Anticipated funding under the new facility will be used to
acquire the GrandView Aviation fleet, refinance existing aircraft
debt, and provide a funding source for future aircraft acquisition
as part of the Company's fleet modernization strategy.
Additionally, in combination with proceeds from aircraft sales
under contract, the refinancing is expected to add up to
$115 million of cash to the balance
sheet.
- Signed a letter of intent to equip anticipated Phenom and
Challenger aircraft with Gogo's best-in-class Galileo HDX
satellite-based WiFi, delivering high bandwidth, low latency, and
universal coverage capable of live streaming and voice
telephony.
|
____________________
|
|
1
|
For sequential change
information, see "Financial and Operating Highlights," the
condensed consolidated statements of operations for the three and
six months ended June 30, 2024 and 2023, the condensed consolidated
statements of cash flows for the six months ended June 30, 2024 and
2023, and "Reconciliations of non-GAAP financial measures" relating
to such periods included in this press release.
|
|
Financial and
Operating Highlights(1)
|
|
|
As of September
30,
|
|
|
|
2024
|
|
2023
|
|
%
Change
|
|
Active
Members
|
6,699
|
|
10,775
|
|
(38) %
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
|
|
(In thousands,
except Active Users, Live Flight Legs, Private Jet Gross
Bookings per Live Flight Leg and percentages)
|
2024
|
|
2023
|
|
%
Change
|
|
Active Users
|
8,215
|
|
12,549
|
|
(35) %
|
|
|
|
|
|
|
|
On-Time Performance
(D-60)
|
82 %
|
|
86 %
|
|
n/m
|
|
|
|
|
|
|
|
Completion
Rate
|
98 %
|
|
98 %
|
|
n/m
|
|
|
|
|
|
|
|
Live Flight
Legs
|
12,776
|
|
16,581
|
|
(23) %
|
|
|
|
|
|
|
|
Private Jet Gross
Bookings
|
$
204,289
|
|
$
255,415
|
|
(20) %
|
|
|
|
|
|
|
|
Total Gross
Bookings
|
$
255,102
|
|
$
303,407
|
|
(16) %
|
|
|
|
|
|
|
|
Private Jet Gross
Bookings per Live Flight Leg
|
$
15,990
|
|
$
15,404
|
|
4 %
|
|
|
|
|
|
|
|
Revenue
|
$
193,903
|
|
$
320,063
|
|
(39) %
|
|
Gross profit
|
$
14,560
|
|
$
4,717
|
|
209 %
|
|
Adjusted
Contribution
|
$
28,758
|
|
$
35,243
|
|
(18) %
|
|
Adjusted Contribution
Margin
|
14.8 %
|
|
11.0 %
|
|
4 pp
|
|
Net loss
|
$
(57,731)
|
|
$ (144,813)
|
|
60 %
|
|
Adjusted
EBITDA
|
$
(19,982)
|
|
$
(18,529)
|
|
(8) %
|
|
Net cash used in
operating activities
|
$
(15,031)
|
|
$ (249,824)
|
|
94 %
|
|
|
|
|
|
|
|
Nine Months Ended
September 30,
|
|
|
|
(In
thousands)
|
2024
|
|
2023
|
|
%
Change
|
|
Revenue
|
$
587,289
|
|
$
1,006,937
|
|
(42) %
|
|
Gross profit
(loss)
|
$
(12,992)
|
|
$
(19,671)
|
|
34 %
|
|
Adjusted
Contribution
|
$
46,071
|
|
$
59,688
|
|
(23) %
|
|
Adjusted Contribution
Margin
|
7.8 %
|
|
5.9 %
|
|
2 pp
|
|
Net loss
|
$ (252,097)
|
|
$ (406,272)
|
|
38 %
|
|
Adjusted
EBITDA
|
$ (106,566)
|
|
$ (107,747)
|
|
1 %
|
|
Net cash used in
operating activities
|
$ (115,814)
|
|
$ (661,494)
|
|
82 %
|
|
__________________
|
|
(1)
|
For information
regarding Wheels Up's use and definitions of our key operating
metrics and non-GAAP financial measures, see "Definitions of Key
Operating Metrics, "Definitions of Non-GAAP Financial Measures" and
"Reconciliations of Non-GAAP Financial Measures" sections
herein.
|
|
n/m
|
Not
meaningful
|
For the third quarter:
- Active Members decreased 38% year-over-year to 6,699, primarily
as a result of the regionalization of our member programs and focus
on profitable flying, as well as streamlining our membership
offering.
- Active Users decreased 35% year-over-year to 8,215, primarily
related to the decline in Active Members.
- Revenue decreased 39% 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 $87.1
million year-over-year to $57.7
million, as the third quarter of 2023 included a
$56.2 million non-cash goodwill
impairment charge with no equivalent charge in the third quarter of
2024.
- Adjusted EBITDA loss slightly increased by $1.5 million year-over-year to $20.0 million, reflecting the absence of
$5.9 million of software licensing
revenue recognized in the third quarter of 2023 with no current
year equivalent, partially offset by our operational efficiency and
other spend reduction efforts.
|
Three Months
Ended
|
|
|
|
(In thousands,
except percentages)(1)
|
September 30,
2024
|
|
June 30,
2024
|
|
%
Change
|
|
Revenue
|
$
193,903
|
|
$
196,285
|
|
(1) %
|
|
Gross profit
(loss)
|
$
14,560
|
|
$
(10,998)
|
|
232 %
|
|
Adjusted
Contribution
|
$
28,758
|
|
$
15,298
|
|
88 %
|
|
Adjusted Contribution
Margin
|
14.8 %
|
|
7.8 %
|
|
7
pp
|
|
Net loss
|
$
(57,731)
|
|
$
(96,973)
|
|
40 %
|
|
Adjusted
EBITDA
|
$
(19,982)
|
|
$
(37,355)
|
|
47 %
|
|
__________________
|
|
(1)
|
For information
regarding Wheels Up's use and definitions of our key operating
metrics and non-GAAP financial measures, see "Definitions of Key
Operating Metrics, "Definitions of Non-GAAP Financial Measures" and
"Reconciliations of Non-GAAP Financial Measures" sections
herein.
|
|
n/m
|
Not
meaningful
|
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) Wheels
Up's fleet modernization strategy and its ability to execute such
strategy, as well as the expected operational and financial impacts
to Wheels Up from implementing such strategy on the timeline that
it currently anticipates; (iii) 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; (iv) 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; (v) Wheels Up's liquidity, future cash flows and
certain restrictions related to its indebtedness obligations, and
its ability to perform under its contractual and indebtedness
obligations; (vi) Wheels Up's ability to achieve positive Adjusted
EBITDA (as defined herein) in the future pursuant to the most
recent schedule that it has announced; (vii) Wheels Up's ability to
consummate the closing of pending acquisitions and sales of
aircraft and assets on the schedule that it currently anticipates
or at all, and the expected benefits or impacts to Wheels Up from
such pending transactions and the operation of any aircraft or
assets following the closing of such transactions; (viii) Wheels
Up's ability to consummate the initial closing of any new financing
on the terms and timeline that it currently anticipates, and the
expected benefits or impacts to Wheels Up from such financing,
including the expected terms of such financing, the ability to use
net proceeds from such financing to consummate any pending aircraft
and asset acquisitions, the refinancing of Wheels Up's existing
equipment notes, the potential receipt and expected use of any
remaining net proceeds from the initial closing under such
financing (including the potential future acquisition of aircraft
using such net proceeds, assumptions about the consummation of
aircraft sales currently under contract and other factors that may
impact the amount of remaining net proceeds from such initial
closing) and the ability of the Company to reborrow under such
financing in the future; and (ix) 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. 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 and Adjusted
Contribution Margin. 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. 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 metrics and 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)
|
|
|
September 30,
2024
|
|
December 31,
2023
|
|
ASSETS
|
|
|
|
|
Current
assets:
|
|
|
|
|
Cash and cash
equivalents
|
$
115,909
|
|
$
263,909
|
|
Accounts receivable,
net
|
32,029
|
|
38,237
|
|
Parts and supplies
inventories, net
|
22,539
|
|
20,400
|
|
Aircraft held for
sale
|
50,652
|
|
30,496
|
|
Prepaid
expenses
|
29,490
|
|
55,715
|
|
Other current
assets
|
20,691
|
|
25,277
|
|
Total current
assets
|
271,310
|
|
434,034
|
|
Property and equipment,
net
|
266,534
|
|
337,714
|
|
Operating lease
right-of-use assets
|
54,588
|
|
68,910
|
|
Goodwill
|
222,482
|
|
218,208
|
|
Intangible assets,
net
|
102,663
|
|
117,766
|
|
Other non-current
assets
|
125,560
|
|
139,428
|
|
Total
assets
|
$
1,043,137
|
|
$
1,316,060
|
|
|
|
|
|
LIABILITIES AND
EQUITY
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
Current maturities of
long-term debt
|
$
30,048
|
|
$
23,998
|
|
Accounts
payable
|
34,997
|
|
32,973
|
|
Accrued
expenses
|
94,369
|
|
102,475
|
|
Deferred revenue,
current
|
711,097
|
|
723,246
|
|
Other current
liabilities
|
17,898
|
|
24,810
|
|
Total current
liabilities
|
888,409
|
|
907,502
|
|
Long-term debt,
net
|
209,586
|
|
235,074
|
|
Operating lease
liabilities, non-current
|
47,816
|
|
54,956
|
|
Other non-current
liabilities
|
11,505
|
|
18,655
|
|
Total
liabilities
|
1,157,316
|
|
1,216,187
|
|
|
|
|
|
Mezzanine
equity:
|
|
|
|
|
Contingent performance
awards
|
3,487
|
|
2,476
|
|
Total mezzanine
equity
|
3,487
|
|
2,476
|
|
|
|
|
|
Equity:
|
|
|
|
|
Common Stock, $0.0001
par value; 1,500,000,000 authorized; 698,251,115 and
697,131,838 shares issued and 697,811,664 and 696,856,131 shares
outstanding
as of September 30, 2024 and December 31, 2023,
respectively
|
70
|
|
70
|
|
Additional paid-in
capital
|
1,911,362
|
|
1,879,009
|
|
Accumulated
deficit
|
(2,015,357)
|
|
(1,763,260)
|
|
Accumulated other
comprehensive loss
|
(5,537)
|
|
(10,704)
|
|
Treasury stock, at
cost, 439,451 and 275,707 shares, respectively
|
(8,204)
|
|
(7,718)
|
|
Total Wheels Up
Experience Inc. stockholders' equity
|
(117,666)
|
|
97,397
|
|
Non-controlling
interests
|
—
|
|
—
|
|
Total
equity
|
(117,666)
|
|
97,397
|
|
Total liabilities
and equity
|
$
1,043,137
|
|
$
1,316,060
|
|
WHEELS UP EXPERIENCE
INC.
|
|
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
(Unaudited, in
thousands except share and per share data)
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
|
Revenue
|
$
193,903
|
|
$
320,063
|
|
$
587,289
|
|
$
1,006,937
|
|
|
|
|
|
|
|
|
|
Costs and
expenses:
|
|
|
|
|
|
|
|
|
Cost of revenue
(exclusive of items shown
separately below)
|
166,859
|
|
299,887
|
|
556,809
|
|
981,581
|
|
Technology and
development
|
9,594
|
|
19,962
|
|
31,204
|
|
50,265
|
|
Sales and
marketing
|
20,029
|
|
22,548
|
|
62,946
|
|
71,500
|
|
General and
administrative
|
27,058
|
|
42,853
|
|
99,244
|
|
122,334
|
|
Depreciation and
amortization
|
12,484
|
|
15,459
|
|
43,472
|
|
45,027
|
|
(Gain) loss on sale of
aircraft held for sale
|
(190)
|
|
(7,841)
|
|
(2,680)
|
|
(11,328)
|
|
Impairment of
goodwill
|
—
|
|
56,200
|
|
—
|
|
126,200
|
|
Total costs and
expenses
|
235,834
|
|
449,068
|
|
790,995
|
|
1,385,579
|
|
|
|
|
|
|
|
|
|
Loss from
operations
|
(41,931)
|
|
(129,005)
|
|
(203,706)
|
|
(378,642)
|
|
|
|
|
|
|
|
|
|
Other income
(expense)
|
|
|
|
|
|
|
|
|
Gain (loss) on
divestiture
|
—
|
|
(2,991)
|
|
3,403
|
|
(2,991)
|
|
Gain (loss) on
disposal of assets, net
|
70
|
|
—
|
|
(1,757)
|
|
(1,538)
|
|
Loss on extinguishment
of debt
|
(289)
|
|
(1,936)
|
|
(2,800)
|
|
(2,806)
|
|
Change in fair value
of warrant liability
|
107
|
|
(61)
|
|
9
|
|
685
|
|
Interest
income
|
907
|
|
404
|
|
1,248
|
|
6,090
|
|
Interest
expense
|
(16,041)
|
|
(11,258)
|
|
(47,263)
|
|
(27,035)
|
|
Other income
(expense), net
|
(149)
|
|
613
|
|
(499)
|
|
716
|
|
Total other income
(expense)
|
(15,395)
|
|
(15,229)
|
|
(47,659)
|
|
(26,879)
|
|
|
|
|
|
|
|
|
|
Loss before income
taxes
|
(57,326)
|
|
(144,234)
|
|
(251,365)
|
|
(405,521)
|
|
|
|
|
|
|
|
|
|
Income tax benefit
(expense)
|
(405)
|
|
(579)
|
|
(732)
|
|
(751)
|
|
|
|
|
|
|
|
|
|
Net
loss
|
(57,731)
|
|
(144,813)
|
|
(252,097)
|
|
(406,272)
|
|
Less: Net loss
attributable to non-controlling
interests
|
—
|
|
—
|
|
—
|
|
—
|
|
Net loss
attributable to Wheels Up Experience Inc.
|
$
(57,731)
|
|
$
(144,813)
|
|
$
(252,097)
|
|
$
(406,272)
|
|
|
|
|
|
|
|
|
|
Net loss per share
of Common Stock
|
|
|
|
|
|
|
|
|
Basic and
diluted
|
$
(0.08)
|
|
$
(3.51)
|
|
$
(0.36)
|
|
$
(13.22)
|
|
|
|
|
|
|
|
|
|
Weighted-average
shares of Common Stock
outstanding:
|
|
|
|
|
|
|
|
|
Basic and
diluted
|
697,721,699
|
|
41,261,003
|
|
697,575,821
|
|
30,737,324
|
|
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)
|
|
|
Nine Months Ended
September 30,
|
|
2024
|
|
2023
|
|
Cash flows from
operating activities
|
|
|
|
|
Net loss
|
$
(252,097)
|
|
$
(406,272)
|
|
Adjustments to
reconcile net loss to net cash used in operating
activities:
|
|
|
|
|
Depreciation and
amortization
|
43,472
|
|
45,027
|
|
Equity-based
compensation
|
33,364
|
|
21,650
|
|
Payment in kind
interest
|
31,259
|
|
972
|
|
Amortization
(accretion) of deferred financing costs and debt
discount
|
(1,022)
|
|
2,390
|
|
Gain on sale of
aircraft held for sale
|
(2,680)
|
|
(11,328)
|
|
Loss on extinguishment
of debt
|
2,800
|
|
2,806
|
|
Impairment of
goodwill
|
—
|
|
126,200
|
|
Other
|
(650)
|
|
207
|
|
Changes in assets and
liabilities:
|
|
|
|
|
Accounts
receivable
|
4,867
|
|
22,513
|
|
Parts and supplies
inventories
|
1,453
|
|
5,074
|
|
Prepaid
expenses
|
24,640
|
|
(8,589)
|
|
Other non-current
assets
|
17,910
|
|
(36,988)
|
|
Accounts
payable
|
1,913
|
|
(15,177)
|
|
Accrued
expenses
|
(8,562)
|
|
(36,293)
|
|
Deferred
revenue
|
(12,813)
|
|
(378,949)
|
|
Other assets and
liabilities
|
332
|
|
5,263
|
|
Net cash used in
operating activities
|
(115,814)
|
|
(661,494)
|
|
|
|
|
|
Cash flows from
investing activities
|
|
|
|
|
Purchases of property
and equipment
|
(14,716)
|
|
(12,312)
|
|
Purchases of aircraft
held for sale
|
(2,313)
|
|
(2,311)
|
|
Proceeds from sale of
aircraft held for sale, net
|
47,631
|
|
53,911
|
|
Proceeds from sale of
divested business, net
|
6,803
|
|
13,200
|
|
Capitalized software
development costs
|
(11,452)
|
|
(16,041)
|
|
Other
|
105
|
|
172
|
|
Net cash provided by
investing activities
|
26,058
|
|
36,619
|
|
|
|
|
|
Cash flows from
financing activities
|
|
|
|
|
Purchase shares for
treasury
|
(486)
|
|
—
|
|
Purchase of fractional
shares
|
—
|
|
(3)
|
|
Proceeds from notes
payable
|
—
|
|
70,000
|
|
Repayment of notes
payable
|
—
|
|
(70,000)
|
|
Proceeds from
long-term debt, net
|
—
|
|
343,000
|
|
Payment of debt
issuance costs in connection with debt
|
—
|
|
(19,630)
|
|
Repayments of
long-term debt
|
(52,475)
|
|
(40,196)
|
|
Net cash provided by
(used in) financing activities
|
(52,961)
|
|
283,171
|
|
|
|
|
|
Effect of exchange
rate changes on cash, cash equivalents and restricted
cash
|
(1,274)
|
|
(4,287)
|
|
|
|
|
|
Net decrease in
cash, cash equivalents and restricted cash
|
(143,991)
|
|
(345,991)
|
|
Cash, cash
equivalents and restricted cash, beginning of period
|
292,825
|
|
620,153
|
|
Cash, cash
equivalents and restricted cash, end of period
|
$
148,834
|
|
$
274,162
|
|
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.
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.
Private Jet Gross Bookings & Total Gross
Bookings. We define Private Jet Gross Bookings as the
total gross spend by our members and customers on all private jet
flight services under our member programs and charter offerings
(excluding all group charter flights, which are charter flights
with 15 or more passengers ("Group Charter Flights"), and cargo
flight services ("Cargo Services")). We believe Private Jet
Gross Bookings provides useful information about the aggregate
amount our members and customers spend with Wheels Up versus our
competitors.
We define Total Gross Bookings as the total gross spend by our
members and customers on all private jet flight services under our
member programs and charter offerings, Group Charter Flights and
Cargo Services. We believe Total Gross Bookings provides
useful information about the scale of the overall global aviation
solutions that we provide our members and customers.
For each of Private Jet Gross Bookings and Total Gross Bookings,
the total gross spend by our members and customers is the amount
invoiced to the member or customer, and includes the cost of the
flight and related services, such as catering, ground
transportation, certain taxes, fees and surcharges. We use
Private Jet Gross Bookings and Total Gross Bookings to provide
useful information for historical period-to-period comparisons of
our business and to identify trends, including relative to our
competitors. Our calculation of Private Jet Gross Bookings
and Total Gross Bookings may not be comparable to similarly titled
measures reported by other companies.
In the Company's Annual Report on Form 10-K for the year ended
December 31, 2023 and Quarterly
Reports on Form 10-Q for each of the three months ended
March 31, 2024 and June 30, 2024, as well as certain other earnings
materials furnished in connection therewith, "Total Private Jet
Flight Transaction Value" and "Total Flight Transaction Value" were
presented as non-GAAP financial measures, and "Total Private Jet
Flight Transaction Value per Live Flight Leg" was presented as a
key operating metric. To improve the clarity of our reports
filed with the SEC and to use comparable terminology to other
registrants, beginning with this Quarterly Report, we relabeled
"Total Private Jet Flight Transaction Value," "Total Flight
Transaction Value" and "Total Private Jet Flight Transaction Value
per Live Flight Leg" as Private Jet Gross Bookings, Total Gross
Bookings and Private Jet Gross Bookings per Live Flight Leg,
respectively. In addition, we now present Private Jet Gross
Bookings and Total Gross Bookings as key operating metrics given
their usage. We will no longer present Private Jet Charter FTV or
Other Charter FTV, which were included in such past filings.
Private Jet Gross Bookings per Live Flight Leg. We
use Private Jet Gross Bookings per Live Flight Leg to measure the
average gross spend by our members and customers on all private jet
flight services under our member programs and charter offerings
(excluding Group Charter Flights and Cargo Services) for each Live
Flight Leg.
|
Reconciliations of Non-GAAP Financial
Measures
|
|
Adjusted
EBITDA
|
|
|
The following tables
reconcile Adjusted EBITDA to Net loss, which is the most directly
comparable GAAP measure (in thousands):
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
|
Net
loss
|
$
(57,731)
|
|
$ (144,813)
|
|
$
(252,097)
|
|
$ (406,272)
|
|
Add back
(deduct)
|
|
|
|
|
|
|
|
|
Interest
expense
|
16,041
|
|
11,258
|
|
47,263
|
|
27,035
|
|
Interest
income
|
(907)
|
|
(404)
|
|
(1,248)
|
|
(6,090)
|
|
Income tax
expense
|
405
|
|
579
|
|
732
|
|
751
|
|
Other expense,
net
|
149
|
|
(613)
|
|
499
|
|
(716)
|
|
Depreciation and
amortization
|
12,484
|
|
15,459
|
|
43,472
|
|
45,027
|
|
Change in fair value of
warrant liability
|
(107)
|
|
61
|
|
(9)
|
|
(685)
|
|
Gain (loss) on
divestiture
|
—
|
|
2,991
|
|
(3,403)
|
|
2,991
|
|
Gain (loss) on disposal
of assets, net
|
(70)
|
|
—
|
|
1,757
|
|
1,538
|
|
Equity-based
compensation expense
|
7,885
|
|
3,508
|
|
33,364
|
|
21,650
|
|
Acquisition and
integration expense(1)
|
—
|
|
—
|
|
—
|
|
2,108
|
|
Restructuring
charges(2)
|
970
|
|
22,213
|
|
7,485
|
|
40,905
|
|
Atlanta Member
Operations Center set-up expense(3)
|
—
|
|
10,765
|
|
3,481
|
|
26,895
|
|
Certificate
consolidation expense(4)
|
1,143
|
|
3,279
|
|
5,955
|
|
10,799
|
|
Impairment of
goodwill(5)
|
—
|
|
56,200
|
|
—
|
|
126,200
|
|
Other(6)
|
(244)
|
|
988
|
|
6,183
|
|
117
|
|
Adjusted
EBITDA
|
$
(19,982)
|
|
$
(18,529)
|
|
$
(106,566)
|
|
$ (107,747)
|
|
__________________
|
|
(1)
|
Consists of expenses
incurred associated with acquisitions, as well as
integration-related charges incurred within one year of the
acquisition date primarily related to system conversions,
re-branding costs and fees paid to external advisors.
|
|
(2)
|
For the three and nine
months ended September 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 nine months ended September 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 our Member Operations Center located
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 and
third quarters 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.
|
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 tables
reconcile Adjusted Contribution to Gross profit (loss), which is
the most directly comparable GAAP measure (in
thousands):
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
|
Revenue
|
$
193,903
|
|
$
320,063
|
|
$
587,289
|
|
$ 1,006,937
|
|
Less: Cost of
revenue
|
(166,859)
|
|
(299,887)
|
|
(556,809)
|
|
(981,581)
|
|
Less: Depreciation and
amortization
|
(12,484)
|
|
(15,459)
|
|
(43,472)
|
|
(45,027)
|
|
Gross profit
(loss)
|
14,560
|
|
4,717
|
|
(12,992)
|
|
(19,671)
|
|
Gross margin
|
7.5 %
|
|
1.5 %
|
|
(2.2) %
|
|
(2.0) %
|
|
Add
back:
|
|
|
|
|
|
|
|
|
Depreciation and
amortization
|
12,484
|
|
15,459
|
|
43,472
|
|
45,027
|
|
Equity-based
compensation expense in Cost of
revenue
|
535
|
|
826
|
|
2,097
|
|
3,097
|
|
Restructuring charges
in Cost of revenue(1)
|
172
|
|
320
|
|
3,875
|
|
1,075
|
|
Atlanta Member
Operations Center set-up
expense in Cost of revenue(2)
|
—
|
|
10,642
|
|
1,860
|
|
22,440
|
|
Certificate
consolidation expense in Cost of
revenue(3)
|
1,032
|
|
3,279
|
|
4,503
|
|
7,720
|
|
Other in Cost of
revenue(4)
|
(25)
|
|
—
|
|
3,256
|
|
—
|
|
Adjusted
Contribution
|
$
28,758
|
|
$
35,243
|
|
$
46,071
|
|
$
59,688
|
|
Adjusted
Contribution Margin
|
14.8 %
|
|
11.0 %
|
|
7.8 %
|
|
5.9 %
|
|
__________________
|
|
(1)
|
For the three and nine
months ended September 30, 2024, primarily includes charges for
employee separation programs as part of our ongoing cost reduction
and strategic business initiatives. For the three and nine months
ended September 30, 2023, includes restructuring charges related to
the Restructuring Plan and related strategic business initiatives
implemented during 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.
|
|
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.
|
|
Supplemental Revenue
Information
|
|
|
(In
thousands)
|
Three Months Ended
September 30,
|
|
Change
in
|
|
2024
|
|
2023
|
|
$
|
|
%
|
|
Membership
|
$
13,231
|
|
$
20,622
|
|
$
(7,391)
|
|
(36) %
|
|
Flight
|
155,355
|
|
214,645
|
|
(59,290)
|
|
(28) %
|
|
Aircraft
management
|
1,410
|
|
53,235
|
|
(51,825)
|
|
(97) %
|
|
Other
|
23,907
|
|
31,561
|
|
(7,654)
|
|
(24) %
|
|
Total
|
$
193,903
|
|
$
320,063
|
|
$ (126,160)
|
|
(39) %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In
thousands)
|
Nine Months Ended
September 30,
|
|
Change
in
|
|
2024
|
|
2023
|
|
$
|
|
%
|
|
Membership
|
$
46,131
|
|
$
63,780
|
|
$
(17,649)
|
|
(28) %
|
|
Flight
|
469,968
|
|
681,691
|
|
(211,723)
|
|
(31) %
|
|
Aircraft
management
|
7,560
|
|
165,431
|
|
(157,871)
|
|
(95) %
|
|
Other
|
63,630
|
|
96,035
|
|
(32,405)
|
|
(34) %
|
|
Total
|
$
587,289
|
|
$ 1,006,937
|
|
$ (419,648)
|
|
(42) %
|
|
Supplemental Expense
Information
|
|
|
(In
thousands)
|
Three Months Ended
September 30, 2024
|
|
Cost of
revenue
|
|
Technology
and
development
|
|
Sales and
marketing
|
|
General and
administrative
|
|
Total
|
|
Equity-based
compensation expense
|
$
535
|
|
$
245
|
|
$
161
|
|
$
6,944
|
|
$
7,885
|
|
Restructuring
charges
|
172
|
|
—
|
|
—
|
|
798
|
|
970
|
|
Certificate
consolidation expense
|
1,032
|
|
—
|
|
—
|
|
111
|
|
1,143
|
|
Other
|
(25)
|
|
—
|
|
—
|
|
(219)
|
|
(244)
|
|
|
|
|
|
|
|
|
|
|
|
(In
thousands)
|
Nine Months Ended
September 30, 2024
|
|
Cost of
revenue
|
|
Technology
and
development
|
|
Sales and
marketing
|
|
General and
administrative
|
|
Total
|
|
Equity-based
compensation expense
|
$
2,097
|
|
$
881
|
|
$
428
|
|
$
29,958
|
|
$
33,364
|
|
Restructuring
charges
|
3,875
|
|
—
|
|
1,648
|
|
1,962
|
|
7,485
|
|
Atlanta Member
Operations Center set-
up expense
|
1,860
|
|
—
|
|
—
|
|
1,621
|
|
3,481
|
|
Certificate
consolidation expense
|
4,503
|
|
—
|
|
—
|
|
1,452
|
|
5,955
|
|
Other
|
3,256
|
|
—
|
|
—
|
|
2,927
|
|
6,183
|
|
|
(In
thousands)
|
Three Months Ended
September 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)
|
|
|
|
|
|
|
|
|
|
|
|
(In
thousands)
|
Nine Months Ended
September 30, 2023
|
|
Cost of
revenue
|
|
Technology
and
development
|
|
Sales and
marketing
|
|
General and
administrative
|
|
Total
|
|
Equity-based
compensation expense
|
$
3,097
|
|
$
1,777
|
|
$
1,781
|
|
$
14,995
|
|
$
21,650
|
|
Acquisition and
integration expenses
|
—
|
|
53
|
|
134
|
|
1,921
|
|
2,108
|
|
Restructuring
charges
|
1,075
|
|
6,940
|
|
2,761
|
|
30,130
|
|
40,905
|
|
Atlanta Member
Operations Center set-
up expense
|
22,440
|
|
201
|
|
—
|
|
4,254
|
|
26,895
|
|
Certificate
consolidation expense
|
7,720
|
|
—
|
|
—
|
|
3,079
|
|
10,799
|
|
Other
|
—
|
|
—
|
|
—
|
|
117
|
|
117
|
View original content to download
multimedia:https://www.prnewswire.com/news-releases/wheels-up-reports-third-quarter-results-302298188.html
SOURCE Wheels Up
