0001819516FALSE00018195162023-08-082023-08-08

 
 
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 8, 2023
 
 
         
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.)
 
601 West 26th Street, Suite 900
 
New York, New York
10001
(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, par value $0.0001 per share UP New York Stock Exchange
Redeemable warrants, each warrant exercisable for 1/10th of one share of Class A common stock at an exercise price of $115.00 per whole share of Class A common stock WSUPW OTCPK*
*    On July 7, 2023, the New York Stock Exchange filed a Form 25 with the U.S. Securities and Exchange Commission to delist the redeemable publicly-traded warrants.
 
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 1.01.     Entry into a Material Agreement

Delta Promissory Note
On August 8, 2023, Wheels Up Experience Inc. (the “Company”) entered into a Secured Promissory Note (the “Note”) with Delta Air Lines, Inc., as Payee (“Delta”), pursuant to which Delta committed to fund a principal amount of up to $15.0 million, of which $10.0 million was received on August 9, 2023 and $5.0 million was received on August 11, 2023. The proceeds of the Note may be used for general corporate purposes other than payments of principal, interest, fees or other amounts in respect of indebtedness for borrowed money and certain other obligations and liabilities. Interest on the Note accrues on a daily basis at a rate of 10% per annum (calculated on the basis of a 360-day year for the actual number of days elapsed and compounded quarterly) on the unpaid principal balance of the Note then outstanding; provided, however, that upon the occurrence and during the continuance of an event of default, interest will accrue on the unpaid principal balance of the Note, together with all other outstanding liabilities, interest, expenses, fees and other sums under the Note, at a rate of 12% per annum (calculated on the basis of a 360-day year for the actual number of days elapsed and compounded quarterly) (the “Default Rate”). Any interest accruing at the Default Rate shall be payable on demand by Delta. All accrued and unpaid interest on the Note is payable in kind as compounded interest and added to the aggregate principal amount of the Note at the end of each calendar quarter, commencing with the calendar quarter ending September 30, 2023 and ending on February 4, 2024, the maturity date of the Note (the “Maturity Date”).
The Note contains certain covenants, including financial statement delivery requirements, restrictions on indebtedness, liens, certain payments and distributions, investments, dispositions, mergers or acquisitions, sale leaseback transactions, capital expenditures, transactions with affiliates, ERISA events and use of proceeds, and continued ordinary course reimbursements to Delta for costs associated with the issuance of commercial flight tickets to the Company’s customers who redeem fund program balances for such commercial flight tickets. The Note includes customary events of default for transactions of this type, including events of default for the nonpayment of interest (subject to a five business day grace period) or principal, material misrepresentations, invalidity of guarantees or liens, unenforceability of loan documentation, cross-default to other indebtedness in excess of $1.0 million if the maturity of or any payment with respect to such indebtedness may be accelerated or demanded, or required to be repurchased or redeemed, due to such breach, unsatisfied judgments, insolvency events, certain ERISA violations, change of control and the Letter Agreement (as defined below) shall cease to be in full force and effect.
On the Maturity Date, the Company must pay in cash the entire unpaid principal amount plus capitalized interest of the Note then outstanding to Delta, together with all accrued and unpaid interest thereon and any other expenses and obligations thereunder. The Company is required to make a prepayment in respect of obligations under the Note upon the occurrence of certain asset dispositions, recovery events, equity issuances and the incurrence of indebtedness, and may voluntarily prepay in cash all or any portion of the unpaid principal amount of the Note without premium or penalty upon advanced notice. The Note is secured by a first-priority lien on unencumbered assets of the Company and its direct and indirect wholly-owned U.S. subsidiaries, including unencumbered aircraft of Wheels Up Partners LLC (“WUP”). The Note is guaranteed by the Company’s wholly-owned U.S. subsidiaries.
Grace Period Extension Letter
As previously disclosed in a Current Report on Form 8-K filed on October 17, 2022, WUP, an indirect subsidiary of the Company, Wilmington Trust, National Association (“WTNA”), as subordination agent and trustee and Wheels Up Class A-1 Loan Trust 2022-1, a Delaware statutory trust (the “Trust”), entered into a Note Purchase Agreement, dated as of October 14, 2022 (the “Note Purchase Agreement”), which provided for the initial issuance by WUP of Series A-1 equipment notes (as amended, restated, supplemented, or otherwise modified from time to time, the “Equipment Notes”) in the aggregate principal amount of $270.0 million secured by certain of the Company’s owned aircraft fleet and intellectual property assets of the Company and certain of its subsidiaries. The Equipment Notes were purchased by the Trust using the proceeds from loans made to the Trust pursuant to a Loan Agreement, dated as of October 14, 2022 (the “Loan Agreement”), by and among the Trust, each lender from time to time made party thereto, and WTNA, as facility agent and as security trustee for the lenders.


On August 9, 2023, WUP entered into a letter agreement (the “Letter Agreement”), with WTNA, as facility agent, security trustee, mortgagee, subordination agent and loan trustee, the Trust, as Class A-1 Trust, borrower and note holder, and the lenders from time to time party to the Loan Agreement, pursuant to which the grace period for the payment of principal and interest currently due under the Equipment Notes was extended until August 11, 2023. Subsequent to the execution of the Letter Agreement, the lenders under the Loan Agreement determined to further extend the grace period for the payment of outstanding principal and interest currently due under the Equipment Notes to August 15, 2023. The Letter Agreement provides for certain additional covenants of the Company and its subsidiaries in addition to those set forth in the documents governing the Equipment Notes, including but not limited to: (i) restrictions on the incurrence of additional indebtedness and liens; (ii) restrictions on certain fundamental transactions, including mergers and consolidations, and the disposition of all or substantially all of any such entity’s assets or equity interests; (iii) a requirement for WUP (excluding Air Partner Limited and its subsidiaries) to maintain at least $5.0 million of available cash at the end of any date and to provide daily updates about available cash to such lenders; and (iv) a requirement to provide such lenders an updated budget regarding a potential debtor in possession financing on terms substantially similar to those discussed among WUP and the lenders under the Loan Agreement upon the commencement of a Chapter 11 case. The Letter Agreement also provides that the foregoing covenants will terminate if the Company consummates a transaction (or series of transactions) that results in an equity investment or debt or other financing in which the Company receives at least $350.0 million in aggregate cash; provided, that such investment or financing is subject to certain limitations with respect to amortization of principal, cash payments of interest or other amounts, and the priority of liens on certain encumbered assets.
Item 2.02    Results of Operations and Financial Condition.
On August 14, 2023, the Company issued a press release announcing its financial results for the three months ended June 30, 2023. 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.
The information in this Current Report on Form 8-K and Exhibit 99.1 is being furnished pursuant to Item 2.02 of Form 8-K 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, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet         Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated herein by reference.
Item 9.01     Financial Statements and Exhibits.
 (d)    Exhibits.
Exhibit NumberDescription
99.1
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 14, 2023By:/s/ Todd Smith
  Name:Todd Smith
  Title:Interim Chief Executive Officer and Chief Financial Officer





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Wheels Up Reports Second Quarter Results
Results highlight operating progress of recent initiatives


NEW YORK – August 14, 2023 – Wheels Up Experience Inc. (NYSE:UP) today announced financial results for the second quarter, which ended June 30, 2023.

Second Quarter 2023 Highlights

•Revenue decreased $90 million year-over-year to $335 million

•Net loss increased year-over-year to $161 million, driven by a $70 million non-cash goodwill impairment charge

•Adjusted EBITDA improved slightly year-over-year to a loss of $40 million

“The actions we have taken to improve our operations are translating to a better experience for our customers and an improved financial performance for the company,” said CFO and Interim CEO Todd Smith. “Our on-time performance and reliability are showing marked improvement while our Adjusted Contribution margin and Adjusted EBITDA are at the best levels in almost two years, reflecting our focus on our network strengths as well as significant cost reductions and process improvements. We still have more work to do, but I am extremely encouraged by this quarter’s performance.”

“We are continuing to engage with strategic and financial partners around the path forward and look forward to sharing more information in the days ahead. Meanwhile, we are continuing to provide exceptional service and experiences to our customers, who are reaping the benefits of our continued focus on operations.”



Announcement Details
•Company received a short-term capital infusion from Delta Air Lines, which is actively engaged with the company as it pursues strategic options.

•Member program changes launched in June focus flying in regions where Wheels Up has a significant network density. Company expects those programs to comprise over 50% of flying by the end of the year and drive continued improvement in Adjusted Contribution margin next year.

•Pursuant to a non-binding letter of intent, Wheels Up expects to divest non-core aircraft management business to Airshare, a well-respected operator in the United States with a complementary business.

•Licensed Avianis fleet management software to Portside, which will serve the existing base of customers, market to prospective customers and develop new features on the platform. Wheels Up has retained the intellectual property associated with Avianis and will continue to use it for its 1P fleet.







Financial and Operating Highlights
As of June 30,
20232022% Change
Active Members(1)
11,639 12,667 (8)%
Three Months Ended June 30,
(In thousands, except Active Users, Live Flight Legs and Flight revenue per Live Flight Leg)
20232022% Change
Active Users(1)
12,549 13,119 (4)%
Live Flight Legs(1)
18,137 21,705 (16)%
Flight revenue per Live Flight Leg12,973 13,088 (1)%
Revenue$335,062 $425,512 (21)%
Net loss$(160,593)$(92,760)(73)%
Adjusted EBITDA(1)
$(40,303)$(46,889)14 %
Six Months Ended June 30,
(In thousands)
20232022% Change
Revenue$686,874 $751,147 (9)%
Net loss$(261,459)$(181,800)44 %
Adjusted EBITDA(1)
$(89,218)$(96,317)7 %
(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.
For the second quarter:
•Active Members decreased 8% year-over-year to 11,639 offset by a higher mix of Core members, in line with our conscious efforts toward more profitable flying.
•Active Users decreased 4% year-over-year to 12,549.

•Live Flight Legs decreased 16% year-over-year to 18,137 reflecting our efforts to focus on profitable flying.

•Flight revenue per Live Flight Leg was relatively consistent year-over-year.

•Revenue decreased 21% year-over-year primarily driven by reduced flight revenue and reduced aircraft sales.

•Net loss increased by $67.8 million year-over-year primarily drive by the $70.0 million non-cash goodwill impairment charge recognized during the quarter.

•Adjusted EBITDA loss decreased by $6.6 million to $40.3 million, reflecting the impact of the March 2023 Restructuring Plan, our operational efficiency initiatives 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 private aviation companies in the world. Wheels Up offers a complete global aviation solution with a large, modern and diverse fleet, backed by an uncompromising commitment to safety and service. Customers can access membership programs, charter, aircraft management services and whole aircraft sales, as well as unique commercial travel benefits through a 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 connect private flyers to aircraft, and one another, through an open platform that seamlessly enables life’s most important experiences. Powered by a global private aviation marketplace connecting its base of approximately 12,000 members and customers to a network of approximately 1,500 safety-vetted and verified private aircraft, Wheels Up is widening the aperture of private travel for millions of consumers globally. 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 the expectations, hopes, beliefs, intentions or strategies of Wheels Up regarding the future, including, without limitation, statements regarding: (i) Wheels Up’s ability to continue as a going concern, (ii) the expected impact of any potential acquisitions or divestitures, investments, financings, restructurings or other strategic transactions involving Wheels Up or its subsidiaries or affiliates, including realizing any anticipated benefits relating to any such transactions and any potential impacts on the trading prices and trading market for Wheels Up’s Class A common stock, par value $0.0001 per share; (iii) Wheels Up’s liquidity, future cash flows, measures intended to increase Wheels Up’s operational efficiency and certain restrictions related to its debt obligations; (iv) the impact of Wheels Up’s cost reduction efforts on its business and results of operations, including the timing and magnitude of such expected reductions and any associated expenses in relation to liquidity levels and working capital needs; (v) Wheels Up’s ability to perform under its contractual obligations and maintain or establish relationships with third-party vendors and suppliers; (vi) the degree of market acceptance and adoption of Wheels Up’s products and services, including member program changes implemented in June 2023; (vii) the size, demands and growth potential of the markets for Wheels Up’s products and services and Wheels Up’s ability to serve those markets; (viii) Wheels Up’s ability to compete with other companies engaged in the private aviation industry and to attract and retain customers; and (ix) general economic and geopolitical conditions, 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. These forward-looking statements are subject to a number of risks, uncertainties and assumptions that could cause actual events and results to differ materially from those contained in such forward-looking statements, including those described in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC by Wheels Up on March 31, 2023 and Wheels Up’s other filings with the SEC. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and Wheels Up undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, changes in expectations, future events or otherwise. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by law, we do not




intend to update any of these forward-looking statements after the date of this press release or to conform these statements to actual results or revised expectations.

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 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 "Definitions of Non-GAAP Financial Measures" and "Reconciliations of Non-GAAP Financial Measures" sections, 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 Operating Metrics," "Definitions of Non-GAAP Financial Measures” and “Reconciliations of Non-GAAP Financial Measures” included at the end of this earnings 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, 2023December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents$151,828 $585,881 
Accounts receivable, net85,352 112,383 
Other receivables3,872 5,524 
Parts and supplies inventories, net23,423 29,000 
Aircraft inventory5,383 24,826 
Aircraft held for sale12,388 8,952 
Prepaid expenses53,626 39,715 
Other current assets14,001 13,338 
Total current assets349,873 819,619 
Property and equipment, net401,021 394,559 
Operating lease right-of-use assets91,409 106,735 
Goodwill282,133 348,118 
Intangible assets, net130,588 141,765 
Other non-current assets131,147 112,429 
Total assets$1,386,171 $1,923,225 
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt$26,504 $27,006 
Accounts payable52,110 43,166 
Accrued expenses115,864 148,945 
Deferred revenue, current828,607 1,075,133 
Other current liabilities47,632 49,968 
Total current liabilities1,070,717 1,344,218 
Long-term debt, net210,051 226,234 
Operating lease liabilities, non-current71,323 82,755 
Warrant liability5 751 
Other non-current liabilities21,256 17,347 
Total liabilities1,373,352 1,671,305 
Equity:
Common Stock, $0.0001 par value; 250,000,000 authorized; 25,622,496 and 25,198,298 shares issued and 25,357,196 and 24,933,857 common shares outstanding as of June 30, 2023 and December 31, 2022, respectively3 3 
Additional paid-in capital1,563,672 1,545,530 
Accumulated deficit(1,537,332)(1,275,873)
Accumulated other comprehensive loss(5,834)(10,053)
Treasury stock, at cost, 265,300 and 264,441 shares, respectively(7,690)(7,687)
Total Wheels Up Experience Inc. stockholders’ equity12,819 251,920 
Non-controlling interests— — 
Total equity12,819 251,920 
Total liabilities and equity$1,386,171 $1,923,225 




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,
2023202220232022
Revenue$335,062 $425,512 $686,874 $751,147 
Costs and expenses:
Cost of revenue327,903 408,898 681,694 741,656 
Technology and development14,430 14,606 30,303 25,797 
Sales and marketing 23,149 33,688 48,952 56,931 
General and administrative 40,065 46,973 79,481 85,877 
Depreciation and amortization15,123 16,134 29,568 30,362 
Gain on sale of aircraft held for sale(2,621)(663)(3,487)(2,634)
Impairment of goodwill70,000 — 70,000 — 
Total costs and expenses488,049 519,636 936,511 937,989 
Loss from operations(152,987)(94,124)(249,637)(186,842)
Other income (expense):
Loss on extinguishment of debt(870)— (870)— 
Change in fair value of warrant liability621 2,129 746 5,760 
Interest income1,865 405 5,686 482 
Interest expense(7,658)— (15,777)— 
Other expense, net(1,580)(850)(1,435)(880)
Total other income (expense)(7,622)1,684 (11,650)5,362 
Loss before income taxes(160,609)(92,440)(261,287)(181,480)
Income tax benefit (expense)16 (320)(172)(320)
Net loss(160,593)(92,760)(261,459)(181,800)
Less: Net loss attributable to non-controlling interests— — — (387)
Net loss attributable to Wheels Up Experience Inc.$(160,593)$(92,760)$(261,459)$(181,413)
Net loss per share of Common Stock
Basic and diluted$(6.28)$(3.80)$(10.27)$(7.42)
Weighted-average shares of Common Stock outstanding:
Basic and diluted25,570,200 24,408,604 25,446,199 24,434,744 




WHEELS UP EXPERIENCE INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
Six Months Ended June 30,
20232022
Cash flows from operating activities
Net loss$(261,459)$(181,800)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 29,568 30,362 
Equity-based compensation18,142 43,335 
Amortization of deferred financing costs and debt discount1,124 — 
Change in fair value of warrant liability(746)(5,760)
Gain on sale of aircraft held for sale(3,487)(2,634)
Loss on extinguishment of debt870 — 
Impairment of goodwill70,000 — 
Other1,519 200 
Changes in assets and liabilities:
Accounts receivable27,698 (17,394)
Parts and supplies inventories5,637 (2,754)
Aircraft inventory(2,008)(30,464)
Prepaid expenses(14,499)(9,442)
Other non-current assets(16,420)(27,496)
Accounts payable9,166 9,345 
Accrued expenses(32,393)(6,979)
Deferred revenue(248,358)67,391 
Other assets and liabilities3,976 (6,085)
Net cash used in operating activities(411,670)(140,175)
Cash flows from investing activities
Purchases of property and equipment(12,201)(76,464)
Purchases of aircraft held for sale(961)(43,774)
Proceeds from sale of aircraft held for sale, net24,981 27,135 
Acquisitions of businesses, net of cash acquired22 (75,093)
Capitalized software development costs(12,924)(12,901)
Other172 — 
Net cash used in investing activities(911)(181,097)
Cash flows from financing activities
Purchase of shares for treasury(3)(6,689)
Repayments of long-term debt(18,680)— 
Net cash used in financing activities(18,683)(6,689)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(540)(4,345)
Net decrease in cash, cash equivalents and restricted cash(431,804)(332,306)
Cash, cash equivalents and restricted cash, beginning of period620,153 786,722 
Cash, cash equivalents and restricted, cash end of period$188,349 $454,416 
Supplemental disclosure of cash flow information:
Cash paid for interest$16,097 $— 




Definitions of Key Operating Metrics
Active Members. We define Active Members as the number of Connect, Core, and Business membership accounts that generated membership revenue in a given 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 and jet card holders as of the reporting date plus unique non-member consumers who completed a revenue generating flight at least once in the given quarter and excludes wholesale flight activity. While a unique consumer can complete multiple revenue generating flights on our platform in a given period, that unique user 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 market in which we operate and our growth in revenue.
Live Flight Legs. We define Live Flight Legs as the number of completed one-way revenue generating flight legs in a given period. The metric excludes empty repositioning legs and owner legs related to aircraft under management. We believe Live Flight Legs are a useful metric to measure the scale and usage of our platform, and our growth in flight revenue.
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 because it is a supplemental measure used by our management team for assessing operating performance. Adjusted EBITDA is used in conjunction with bonus program target achievement determinations, strategic internal planning, annual budgeting, allocating resources and making operating decisions. In addition, Adjusted EBITDA provides useful information for historical period-to-period comparisons of our business, as it removes the effect of certain non-cash expenses and variable amounts.
Adjusted Contribution and Adjusted Contribution Margin. We calculate Adjusted Contribution as gross profit (loss) excluding depreciation and amortization and adjusted further for (i) equity-based compensation included in cost of revenue, (ii) acquisition and integration expense included in cost of revenue, (iii) restructuring expense in cost of revenue and (iv) 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. Adjusted Contribution and Adjusted Contribution Margin are used to understand our ability to achieve profitability over time through scale and leveraging costs. In addition, Adjusted Contribution and Adjusted Contribution Margin provides useful information for historical period-to-period comparisons of our business and to identify trends.





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,
2023202220232022
Net loss$(160,593)$(92,760)$(261,459)$(181,800)
Add back (deduct)
Interest expense7,658 — 15,777 — 
Interest income(1,865)(405)(5,686)(482)
Income tax expense(16)320 172 320 
Other expense, net1,580 850 1,435 880 
Depreciation and amortization15,123 16,134 29,568 30,362 
Change in fair value of warrant liability(621)(2,129)(746)(5,760)
Equity-based compensation expense6,604 20,781 18,142 43,335 
Acquisition and integration expenses(1)
74 7,511 2,108 11,345 
Restructuring charges(2)
8,201 2,809 18,692 5,483 
Atlanta Member Operations Center set-up expense(3)
9,170 — 16,130 — 
Certificate consolidation expense(4)
4,873 — 7,520 — 
Impairment of goodwill(5)
70,000 — 70,000 — 
Other(5)
(491)— (871)— 
Adjusted EBITDA$(40,303)$(46,889)$(89,218)$(96,317)
__________________
(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, 2023, includes restructuring charges related to 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. For the three and six months ended June 30, 2022, includes restructuring charges for employee separation programs following strategic business decisions.
(3)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.
(4)Consists of expenses incurred to execute 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 non-cash impairment charge related to goodwill recognized in the second quarter of 2023. See Note 1, Summary of Business and Significant Accounting Policies of the Notes to Condensed Consolidated Financial Statements included herein.
(6)Includes collections of certain aged receivables which were added back to Net Loss in the reconciliation presented for the twelve months ended December 31, 2022.
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,
2023202220232022
Revenue$335,062 $425,512 $686,874 $751,147 
Less: Cost of revenue(327,903)(408,898)(681,694)(741,656)
Less: Depreciation and amortization(15,123)(16,134)(29,568)(30,362)
Gross profit (loss)(7,964)480 (24,388)(20,871)
Gross margin (2.4)%0.1%(3.6)%(2.8)%
Add back:
Depreciation and amortization15,123 16,134 29,568 30,362 
Equity-based compensation expense in cost of revenue1,092 3,3072,271 7,739
Restructuring expense in cost of revenue(1)
— —755 —
Atlanta Member Operations Center set-up expense in cost of revenue(2)
7,999 — 11,798 — 
Certificate consolidation expense in cost of revenue(3)
1,840 — 4,441 — 
Adjusted Contribution $18,090 $19,921 $24,445 $17,230 
Adjusted Contribution Margin 5.4%4.7%3.6%2.3%
__________________
(1)For the six months ended June 30, 2023, includes restructuring charges related to the Restructuring Plan and other strategic business initiatives.
(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 consolidation of our FAA operating certificates primarily including pilot training and retention programs and consultancy fees associated with planning and implementing the consolidation process.


Supplemental Revenue Information
(In thousands)Three Months Ended June 30,Change in
20232022$%
Membership$21,478 $24,020 $(2,542)(11)%
Flight235,284 284,071 (48,787)(17)%
Aircraft management48,502 60,718 (12,216)(20)%
Other29,798 56,703 (26,905)(47)%
Total$335,062 $425,512 $(90,450)(21)%
(In thousands)Six Months Ended June 30,Change in
20232022$%
Membership$43,158 $44,667 $(1,509)(3)%
Flight467,046 520,434 (53,388)(10)%
Aircraft management112,196 121,224 (9,028)(7)%
Other64,474 64,822 (348)(1)%
Total$686,874 $751,147 $(64,273)(9)%





Supplemental Expense Information
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)
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)



Three Months Ended June 30, 2022
Cost of revenueTechnology and developmentSales and marketingGeneral and administrativeTotal
Equity-based compensation expense$3,307 $655 $2,857 $13,962 $20,781 
Acquisition and integration expense— — — 7,511 7,511 
Restructuring charges— — — 2,809 2,809 
Six Months Ended June 30, 2022
Cost of revenueTechnology and developmentSales and marketingGeneral and administrativeTotal
Equity-based compensation expense$7,739 $1,296 $5,558 $28,742 $43,335 
Acquisition and integration expense— — — 11,345 11,345 
Restructuring charges— — — 5,483 5,483 

v3.23.2
Cover
Aug. 08, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 08, 2023
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 601 West 26th Street
Entity Address, Address Line Two Suite 900
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10001
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, par value $0.0001 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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