00018195162135 American WayChambleeGeorgiaFALSE00018195162024-06-062024-06-06

 
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
 CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 Date of Report (Date of earliest event reported): August 7, 2024
 
WHEELS UP EXPERIENCE INC.
(Exact name of registrant as specified in its charter)
 
Delaware001-3954198-1617611
(State or other jurisdiction(Commission(I.R.S. Employer
of incorporation)File Number)Identification No.)
2135 American Way
 
Chamblee, Georgia
30341
(Address of principal executive offices)(Zip Code)
(212) 257-5252
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Class A common stock, $0.0001 par value per share UP New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02    Results of Operations and Financial Condition.
On August 8, 2024, Wheels Up Experience Inc. (the “Company”) issued a press release announcing its financial results for the three months ended June 30, 2024. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)    On August 7, 2024 (the “Effective Date”), David Adelman notified the Company's Board of Directors (the “Board”) of his resignation from the Board and all committees thereof, effective immediately, in order to focus on his other professional pursuits. The departure of Mr. Adelman is not related to any disagreement with the Company or the Board regarding any matter related to the Company’s operations, policies or practices.
(d)    On the Effective Date, the Board resolved to appoint Gregory L. Summe as an independent member of the Board, effective upon the resignation of, and to fill the seat on the Board previously occupied by, Mr. Adelman. Mr. Summe’s initial term as a Class II director will continue until the 2026 annual meeting of the Company’s stockholders and his successor is duly elected and qualified. The Board determined that Mr. Summe meets the independence standards under applicable New York Stock Exchange and U.S. Securities and Exchange Commission rules. Mr. Summe replaced Mr. Adelman as a member of the Compensation Committee of the Board and was appointed to serve on the Audit Committee of the Board, in each case effective as of the resignation of Mr. Adelman.
Mr. Summe, age 67, currently serves as the Managing Partner of Glen Capital Partners LLC, an investment fund, a role which he has held since 2013. He has also served as a Senior Advisor to Star Mountain Capital, a specialized private investment firm, since 2023. Previously, Mr. Summe was the Managing Director and Vice Chairman of Global Buyout at The Carlyle Group (“Carlyle”), a leading global private equity firm, from 2009 to 2014. At Carlyle, he was a member of the firm’s Operating Committee and responsible for the Buyout Funds in Financial Services, Infrastructure, Japan, the Middle East and Africa. Prior to joining Carlyle, he was the Chair and Chief Executive Officer of PerkinElmer Inc. (“PerkinElmer”), a global leader in health sciences, from 1998 to 2009. He also served as a senior advisor to Goldman Sachs Capital Partners from 2008 to 2009. Prior to joining PerkinElmer, Mr. Summe held various leadership roles, including as President of General Aviation Avionics, President of the Aerospace Engines Group and President of the Automotive Products Group of AlliedSignal, now Honeywell International, General Manager of Commercial Motors at General Electric Company, and Partner with the global consulting firm McKinsey & Company, Inc. Mr. Summe has served on the Board of Directors of State Street Corporation (NYSE: STT) since 2001, where he is currently Chairman of the Strategy Committee, NXP Semiconductors NV (NASDAQ: NXPI) since 2015, where he is currently the Chairman of the Compensation Committee, Avantor Inc. (NYSE: AVTR) since 2020, where he is currently the Chairman of the Nomination & Governance Committee, and Grail, Inc. (NASDAQ: GRAL) since 2024, where he is currently the Chairman of the Board and Chairman of the Nominating and Governance Committee. He previously served on the Boards of Directors of NextGen Acquisition Corp. I and NextGen Acquisition Corp. II from 2020 to 2021, and Virgin Orbit Holdings Inc. from 2021 to 2023. Mr. Summe was previously the Chairman of Freescale Semiconductor, Inc., the Chairman of Euromax International, and a director of Automatic Data Processing, Inc. (NASDAQ: ADP), Biomet Inc., LMI Aerospace, Inc., TRW Corp., and Veyance Technologies, Inc. Mr. Summe received his Bachelor of Science and Master of Science degree in Electrical Engineering from the University of Kentucky and the University of Cincinnati, respectively, and a Master of Business Administration with distinction from the Wharton School at the University of Pennsylvania. He is also in the University of Kentucky’s Hall of Distinction.
There are: no family relationships between Mr. Summe and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company; no arrangements or understandings between Mr. Summe and any other person pursuant to which he was appointed to serve on the Board; and no transactions between Mr. Summe and the Company that would require disclosure under Item 404(a) of Regulation S-K. It is expected that Mr. Summe will receive similar compensation for his service as other similarly situated independent directors, if any.


Item 7.01    Regulation FD Disclosure.
On August 8, 2024, the Company issued a press release announcing the appointment of Mr. Summe to the Board, a copy of which is furnished as Exhibit 99.2 and incorporated by reference herein.
The information in Items 2.02 and 7.01 of this Current Report on Form 8-K and Exhibits 99.1 and 99.2 is being furnished pursuant to Items 2.02 and 7.01 of Form 8-K, respectively, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Item 9.01    Financial Statements and Exhibits.
 (d)    Exhibits.
Exhibit NumberDescription
99.1
99.2
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
WHEELS UP EXPERIENCE INC.
    
    
Date: August 8, 2024
By:/s/ George Mattson
  Name:George Mattson
  Title:Chief Executive Officer




Exhibit 99.1
image_0.jpg
Wheels Up Reports Second Quarter Results
Strong operational performance and increased efficiencies contribute to sequential margin and profitability improvement

ATLANTA – August 8, 2024 – 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,
20242023% 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)
20242023% 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 FTV48,503 55,204 (12)%
Total Charter FTV$161,656 $138,869 16 %
On-Time Performance (D-60)87 %89 %n/m
Completion Rate99 %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)
20242023% 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, 2024December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents$141,493 $263,909 
Accounts receivable, net34,005 38,237 
Parts and supplies inventories, net21,242 20,400 
Aircraft held for sale36,900 30,496 
Prepaid expenses33,608 55,715 
Other current assets21,558 25,277 
Total current assets288,806 434,034 
Property and equipment, net287,395 337,714 
Operating lease right-of-use assets60,059 68,910 
Goodwill217,656 218,208 
Intangible assets, net107,269 117,766 
Other non-current assets125,104 139,428 
Total assets$1,086,289 $1,316,060 
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt$21,152 $23,998 
Accounts payable41,934 32,973 
Accrued expenses88,124 102,475 
Deferred revenue, current702,174 723,246 
Other current liabilities20,722 24,810 
Total current liabilities874,106 907,502 
Long-term debt, net218,612 235,074 
Operating lease liabilities, non-current49,887 54,956 
Other non-current liabilities14,743 18,655 
Total liabilities1,157,348 1,216,187 
Mezzanine equity:
Contingent performance awards1,093 2,476 
Total mezzanine equity1,093 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, respectively70 70 
Additional paid-in capital1,905,871 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,
2024202320242023
Revenue$196,285 $335,062 $393,386 $686,874 
Costs and expenses:
Cost of revenue (exclusive of items shown separately below)191,690 327,903 389,950 681,694 
Technology and development10,529 14,430 21,610 30,303 
Sales and marketing 21,480 23,149 42,917 48,952 
General and administrative 35,949 40,065 72,186 79,481 
Depreciation and amortization15,593 15,123 30,988 29,568 
(Gain) loss on sale of aircraft held for sale234 (2,621)(2,490)(3,487)
Impairment of goodwill— 70,000 — 70,000 
Total costs and expenses275,475 488,049 555,161 936,511 
Loss from operations(79,190)(152,987)(161,775)(249,637)
Other income (expense)
Gain (loss) on disposal of assets, net136 (1,538)1,576 (1,538)
Loss on extinguishment of debt(805)(870)(2,511)(870)
Change in fair value of warrant liability(70)621 (98)746 
Interest income285 1,865 341 5,686 
Interest expense(16,667)(7,658)(31,222)(15,777)
Other income (expense), net(221)(42)(350)103 
Total other income (expense)(17,342)(7,622)(32,264)(11,650)
Loss before income taxes(96,532)(160,609)(194,039)(261,287)
Income tax benefit (expense)(441)16 (327)(172)
Net loss(96,973)(160,593)(194,366)(261,459)
Less: Net loss attributable to non-controlling interests— — — — 
Net loss attributable to Wheels Up Experience Inc.$(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 diluted697,458,966 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,
20242023
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 compensation25,479 18,142 
Payment in kind interest20,501 — 
Amortization (accretion) of deferred financing costs and debt discount(1,328)1,124 
Change in fair value of warrant liability98 (746)
Gain on sale of aircraft held for sale(5,208)(3,487)
Loss on extinguishment of debt2,511 870 
Impairment of goodwill— 70,000 
Other4,653 1,519 
Changes in assets and liabilities:
Accounts receivable1,502 27,698 
Parts and supplies inventories2,635 5,637 
Aircraft inventory1,673 (2,008)
Prepaid expenses20,204 (14,499)
Other non-current assets17,473 (16,420)
Accounts payable9,287 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, net37,856 24,981 
Proceeds from sale of divested business, net5,903 — 
Capitalized software development costs(7,825)(12,924)
Other105 194 
Net cash provided (used in) by investing activities24,093 (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 period292,825 620,153 
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,
2024202320242023
Net loss$(96,973)$(160,593)$(194,366)$(261,459)
Add back (deduct)
Interest expense16,667 7,658 31,222 15,777 
Interest income(285)(1,865)(341)(5,686)
Income tax expense441 (16)327 172 
Other expense, net221 42 350 (103)
Depreciation and amortization15,593 15,123 30,988 29,568 
Change in fair value of warrant liability70 (621)98 (746)
Gain (loss) on disposal of assets, net(136)1,538 (1,576)1,538 
Equity-based compensation expense14,268 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,
2024202320242023
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 amortization15,593 15,123 30,988 29,568 
Equity-based compensation expense in Cost of revenue816 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,
2024202320242023
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 Value216,843 266,714 408,606 524,823 
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
20242023$%
Membership$16,046 $21,478 $(5,432)(25)%
Flight163,684 235,284 (71,600)(30)%
Aircraft management2,957 48,502 (45,545)(94)%
Other13,598 29,798 (16,200)(54)%
Total$196,285 $335,062 $(138,777)(41)%
(In thousands)Six Months Ended June 30,Change in
20242023$%
Membership$32,900 $43,158 $(10,258)(24)%
Flight314,613 467,046 (152,433)(33)%
Aircraft management6,150 112,196 (106,046)(95)%
Other39,723 64,474 (24,751)(38)%
Total$393,386 $686,874 $(293,488)(43)%

Supplemental Expense Information
(In thousands)Three Months Ended June 30, 2024
Cost of revenueTechnology and developmentSales and marketingGeneral and administrativeTotal
Equity-based compensation expense$816 $353 $132 $12,967 $14,268 
Restructuring charges3,703 — 51 617 4,371 
Atlanta Member Operations Center set-up expense458 — — — 458 
Certificate consolidation expense2,445 — — 1,229 3,674 
Other3,281 — — 995 4,276 
(In thousands)Six Months Ended June 30, 2024
Cost of revenueTechnology and developmentSales and marketingGeneral and administrativeTotal
Equity-based compensation expense$1,562 $636 $267 $23,014 $25,479 
Restructuring charges3,703 — 1,648 1,164 6,515 
Atlanta Member Operations Center set-up expense1,860 — — 1,621 3,481 
Certificate consolidation expense3,471 — — 1,341 4,812 
Other3,281 — — 3,146 6,427 







(In thousands)Three Months Ended June 30, 2023
Cost of revenueTechnology and developmentSales and marketingGeneral and administrativeTotal
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 expense7,999 201 — 970 9,170 
Certificate consolidation expense1,840 — — 3,033 4,873 
Other— — — (491)(491)
(In thousands)Six Months Ended June 30, 2023
Cost of revenueTechnology and developmentSales and marketingGeneral and administrativeTotal
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 charges755 2,299 2,058 13,581 18,692 
Atlanta Member Operations Center set-up expense11,798 201 — 4,131 16,130 
Certificate consolidation expense4,441 — — 3,079 7,520 
Other— — — (871)(871)

Exhibit 99.2
Wheels Up Announces Gregory Summe to Join Board of Directors

Veteran Leader Brings Deep Strategic, Aviation, and Governance Experience to Boardroom

ATLANTA, August 8, 2024 — Wheels Up Experience Inc. (NYSE: UP) today announced that Gregory L. Summe, Managing Partner of Glen Capital Partners LLC, joined its Board of Directors, effective August 7.

Summe fills the unexpired term of David Adelman, who is stepping down to focus on other professional pursuits. Summe’s initial term as a Class II director will continue until the 2026 annual meeting of the Company’s stockholders. He will serve on the Audit and Compensation Committees of the Board.

“We are excited to welcome Greg Summe to our Board of Directors. He brings sharp strategic focus, decades of relevant experience, a successful track record as a public company CEO, and valuable insights as an investor and highly experienced corporate director,” said Adam Zirkin, Chairman of the Board. “I would also like to thank David Adelman for his years of invaluable service and unwavering dedication to the Wheels Up mission.”

Summe currently serves as the Managing Partner of Glen Capital, a role which he has held since 2013. Previously, Summe was the Managing Director and Vice Chair of Global Buyout at The Carlyle Group (“Carlyle”), a leading global private equity firm, from 2009 to 2014. At Carlyle, he was a member of the firm’s Operating Committee and responsible for the Buyout Funds in Financial Services, Infrastructure, Japan, the Middle East and Africa. Prior to joining Carlyle, he was the Chair and Chief Executive Officer of PerkinElmer Inc. (“PerkinElmer”), a global leader in health sciences, from 1998 to 2009. He also served as a senior advisor to Goldman Sachs Capital Partners, from 2008 to 2009. Prior to joining PerkinElmer, Summe held various leadership roles, including as President of General Aviation Avionics, President of the Aerospace Engines Group and President of the Automotive Products Group of AlliedSignal, now Honeywell International, General Manager of Commercial Motors at General Electric Company, and Partner with the global consulting firm McKinsey & Company, Inc.

Summe is a deeply experienced corporate director, having served on 11 public boards over the span of his 23 years as a corporate director, including in board and committee leadership roles, and has served on the Board of Directors of State Street Corporation (NYSE: STT) since 2001, NXP Semiconductors NV (NASDAQ: NXPI) since 2015, Avantor Inc. (NYSE: AVTR) since 2020, and Grail, Inc. (NASDAQ: GRAL) since 2024.

Summe received his Bachelor of Science and Master of Science degree in Electrical Engineering from the University of Kentucky and the University of Cincinnati, respectively, and a Master of Business Administration with distinction from the Wharton School at the University of Pennsylvania. He is also in the University of Kentucky’s Hall of Distinction.




About Wheels Up
Wheels Up is a leading provider of on-demand private aviation 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 cargo, 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.

For more information, please visit: wheelsup.com

Media Contact
press@wheelsup.com
2
v3.24.2.u1
Cover
Jun. 06, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 07, 2024
Entity Registrant Name WHEELS UP EXPERIENCE INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-39541
Entity Tax Identification Number 98-1617611
Entity Address, Address Line One 2135 American Way
Entity Address, City or Town Chamblee
Entity Address, State or Province GA
Entity Address, Postal Zip Code 30341
City Area Code 212
Local Phone Number 257-5252
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A common stock, $0.0001 par value per share
Trading Symbol UP
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001819516
Amendment Flag false
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