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Yahoo
13-05-2025
- Automotive
- Yahoo
Wheels Up Partners with United Autosports to Deliver Customers Unmatched Motorsport Experiences
ATLANTA, May 13, 2025 /PRNewswire/ -- Wheels Up Experience Inc. (NYSE: UP), one of the world's leading private aviation companies, is proud to announce a multi-series global partnership with United Autosports, one of the most successful endurance racing teams and official racing partner of McLaren Automotive. This multi-series collaboration offers Wheels Up customers the opportunity for exclusive access to some of the world's most prestigious motorsport events, including the FIA World Endurance Championship, European Le Mans Series, and the WeatherTech IMSA SportsCar Championship. The partnership kicks off at the 2025 24 Hours of Le Mans on June 14-15, a highly coveted event that also marks the 30th anniversary of McLaren's legendary 1995 overall victory. From the paddock to the pit wall, Wheels Up customers will have a rare opportunity to witness endurance racing at its most iconic venue through immersive behind-the-scenes experiences, trackside viewing, and opportunities to connect directly with drivers, engineers, and team leadership. With motorsport—particularly endurance racing—experiencing a 'platinum era' of popularity and technological advancements, Wheels Up identified a unique opportunity to embed its customers at the heart of the action. A shared commitment to unique and immersive experiences underscores this exclusive partnership. Building on the access customers already enjoy to premier global events through the brand's Wheels Down program, this new relationship with United Autosports further reinforces Wheels Up's commitment to delivering world-class experiences that go beyond aviation. To further celebrate Wheels Up's formal entry into the world of motorsports, United Autosports cars and drivers will proudly feature the brand's logo and decals on both vehicles and uniforms. These sleek co-branded elements will debut at Le Mans, serving as a visual emblem of this strategic alliance. With the dual benefit of elevated access for customers and impactful brand visibility on a global stage, this partnership underscores Wheels Up's continued commitment to aligning with likeminded, world-class brands. Beyond Le Mans, customers will enjoy opportunities for curated access at other marquee events, such as Lone Star Le Mans, the sixth round of the FIA World Endurance Championship at Circuit of the Americas in Austin, Texas, on September 7. From the United States to Europe, Asia, and the Middle East, the United Autosports racing program spans the globe. Whether attending races at Sebring, Daytona, Spa, Imola, or Bahrain, Wheels Up customers will be embedded in the heart of the action at some of the world's most iconic tracks. George Mattson, CEO of Wheels Up, commented: "Our 'Wheels Down' portfolio is designed to deliver immersive, unforgettable experiences that extend far beyond air travel. Just as private aviation and motorsport are defined by a relentless pursuit of excellence and constant innovation, this partnership with United Autosports and McLaren gives our customers rare access to the world of elite motorsport. It also puts the Wheels Up name in front of a global audience that values performance, innovation, and exclusivity—fueling both brand awareness and growth." Richard Dean, CEO and Team Principal of United Autosports, added: "Wheels Up understands the power of creating unforgettable moments. Their community of discerning customers is a perfect fit for the unique and visceral world of endurance racing. We're excited to welcome them into our garage, our team environment, and our global journey of chasing victories." About Wheels Up: Wheels Up is a leading provider of on-demand private aviation in the U.S. with a diverse fleet and a global network of safety-vetted charter operators, all committed to safety and service. Customers access charter and membership programs and commercial travel benefits through a strategic partnership with Delta Air Lines. Wheels Up also provides freight, safety, security, and managed services to a range of clients, including individuals and government organizations. With the Wheels Up app and website, members can easily search, book, and fly. For more information, visit About United Autosports:Founded by Richard Dean and McLaren Racing CEO Zak Brown, United Autosports is one of the most prominent endurance racing teams in the world. With championship-winning entries in prototype and GT competitions, the team has secured two class victories at the 24 Hours of Le Mans (2020 and 2024) and the ROLEX 24 at Daytona in 2025, establishing itself at the forefront of global endurance motorsport. The team is officially partnered with McLaren Automotive in the LMGT3 category of the FIA World Endurance Championship, and has secured four entries in this year's 24 Hours of Le Mans across three different categories. Media Contacts: Wheels UpThomas FryVP, United AutosportsScarlett WhittellMarketing ManagerScarlett@ View original content to download multimedia: SOURCE Wheels Up Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Yahoo
12-05-2025
- Business
- Yahoo
Wheels Up to Present at Bank of America Industrials, Transportation, and Airlines Key Leaders Conference 2025
ATLANTA, May 12, 2025 /PRNewswire/ -- Wheels Up Experience Inc. (NYSE: UP), a global leader in private aviation, today announced that the company's Chief Executive Officer, George Mattson, will present in person at the Bank of America Industrials, Transportation, and Airlines Key Leaders Conference in New York, NY on Thursday, May 15, 2025 at 8:45 am ET. The event will be webcast live and can be accessed via the Events & Presentations page of our Investor Relations website. An archive of the presentation will be available at the link above. About Wheels Up Wheels Up is a leading provider of on-demand private aviation in the U.S. with a large, diverse fleet and a global network of safety-vetted charter operators, all committed to safety and service. Customers access charter and membership programs and commercial travel benefits through a strategic partnership with Delta Air Lines. Wheels Up also provides freight, safety, security, and managed services to a range of clients, including individuals and government organizations. With the Wheels Up app and website, members can easily search, book, and fly. For more information, visit Contacts Investors:ir@ Media:press@ View original content to download multimedia: SOURCE Wheels Up Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data


Malaysian Reserve
01-05-2025
- Business
- Malaysian Reserve
Wheels Up Announces First Quarter Results
Financial performance illustrates continued momentum of business transformation Installation of Gogo high-speed satellite Wi-Fi to begin this summer Agreement with Delta to extend $100 million revolving credit facility Board of Directors authorizes stock repurchase program ATLANTA, May 1, 2025 /PRNewswire/ — Wheels Up Experience Inc. (NYSE: UP) today announced financial results for the first quarter of 2025. Highlights of the quarter, including GAAP results, non-GAAP financial measures and key performance metrics, are on pages two and three and incorporated herein. Commentary from Wheels Up's Chief Executive Officer George Mattson about the company's financial and operating results for the first quarter ended March 31, 2025 is included in an Investor Letter that can be found on Wheels Up's Investor Relations website at First Quarter 2025 Results Revenue of $177.5 million, down 10% year over year Total Gross Bookings of $241.9 million, up 8% year over year Gross loss of $1.1 million, a $15.5 million improvement year over year Adjusted Contribution of $22.4 million equating to an Adjusted Contribution Margin of 12.6%, up 12 percentage points year over year Net loss of $99.3 million or $(0.14) per share Adjusted EBITDA loss of $24.2 million, a 51% improvement year over year Adjusted EBITDAR loss of $18.8 million, a 54% improvement year over year 'Our results this quarter show the progress we are making in our business transformation and we are pleased to see continued commercial momentum in light of more uncertain economic conditions. We remain focused on improving profitability and expanding margins by modernizing our fleet, leveraging our first-of-its-kind partnership with Delta, and delivering premium solutions for every customer journey,' said Wheels Up Chief Executive Officer George Mattson. 'With solid liquidity, an improving path toward sustainable profitability, and other achievements that reflect the strength of our business, our Board of Directors has authorized a $10 million open market share repurchase program to illustrate our commitment to driving value for our shareholders.' Business highlights More profitable flying. The company's top priority has been to continue realigning its product, fleet and flying to better meet customer demand. As a result of the associated increased Utility and operational efficiency, Gross loss improved $15 million year over year in the March quarter despite a $20 million decline in revenue. Adjusted Contribution Margin increased by nearly 12 percentage points year over year to 12.6 percent, due primarily to the 23 percent increase in Utility during the March quarter. Leading operational reliability. A key component of Wheels Up's strategic growth plan is to deliver the industry's most reliable operation for our customers. During the March quarter, the company delivered a 97 percent Completion Rate and 85 percent On-Time Performance. As the fleet rapidly transitions to a modernized and more operationally reliable fleet, we expect to be able to drive higher On-Time Performance, Completion Rate and Utility. Continuing to drive value in our strategic partnership with Delta. New corporate accounts are the fastest growing segment in the business, illustrating the traction the company is seeing in its joint selling efforts with Delta. For the March quarter, corporate membership fund sales increased 13 percent year over year and represented nearly 40 percent of total membership fund sales. In addition, this summer, Wheels Up and Delta will partner to offer customers new options for hybrid travel combining Delta One commercial and Wheels Up private flights for European destinations. Customers flying to Athens, Barcelona, Naples, Nice and Rome will be offered seamless transitions to private jet flights and helicopter transfers arranged by Wheels Up for arrival at their final destination in unparalleled comfort and style. Extension of revolving credit facility. The company ended the quarter with approximately $272 million of total liquidity, comprised of approximately $171.8 million of cash and cash equivalents and a $100 million undrawn revolving credit facility. The company recently reached an agreement with Delta to extend the $100 million revolving credit facility to remain available through September 20, 2026. Definitive agreement with Gogo to provide high-speed satellite Wi-Fi. As part of its fleet modernization strategy, last October the company announced that its new fleet would be outfitted with state-of-the-art satellite WiFi. The company recently executed a definitive agreement with Gogo to install their Galileo HDX satellite Wi-Fi systems in Wheels Up aircraft. Installation is expected to begin this summer and ramp up quickly through the remainder of the year. Share repurchase program. On April 30, 2025, the company's Board of Directors approved the repurchase of up to $10 million of shares of the company's common stock from time to time through open market repurchases or other privately negotiated transactions. Financial and Operating Highlights(1) Three Months Ended March 31, (in thousands, except Live Flight Legs, Private Jet Gross Bookings per Live Flight Leg, Utility, Active Users and percentages) 2025 2024 % Change Total Gross Bookings $ 241,902 $ 224,674 8 % Private Jet Gross Bookings $ 205,293 $ 191,763 7 % Live Flight Legs 10,895 11,754 (7) % Private Jet Gross Bookings per Live Flight Leg $ 18,843 $ 16,315 15 % Utility 38.1 30.9 23 % Active Users(2) 6,166 10,218 (40) % Completion Rate 97 % 98 % n/m On-Time Performance (D-60) 85 % 90 % n/m Three Months Ended March 31, (In thousands, except percentages) 2025 2024 $ Change % Change Revenue $ 177,530 $ 197,101 $ (19,571) (10) % Gross profit (loss) $ (1,104) $ (16,554) $ 15,450 n/m Adjusted Contribution $ 22,441 $ 2,015 $ 20,426 n/m Adjusted Contribution Margin 12.6 % 1.0 % n/a 12 pp Net loss $ (99,313) $ (97,393) $ (1,920) (2) % Adjusted EBITDA $ (24,150) $ (49,229) $ 25,079 51 % Adjusted EBITDAR $ (18,792) $ (41,086) $ 22,294 54 % Net cash used in operating activities $ (47,924) $ (73,794) $ 25,870 35 % __________________ (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. (2) Active Users as of March 31, 2025 includes the impact of the company's decision to discontinue Pay-As-You-Go and Connect membership options in July 2024. n/m Not meaningful About Wheels Up Wheels Up is a leading provider of on-demand private aviation in the U.S. with a large, diverse fleet and a global network of safety-vetted charter operators, all committed to safety and service. Customers access charter and membership programs and commercial travel benefits through a strategic partnership with Delta Air Lines. Wheels Up also provides freight, safety, security, and managed services to a range of clients, including individuals and government organizations. With the Wheels Up app and website, members can easily search, book, and fly. For more information, visit 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 provide current expectations of future circumstances or events based on certain assumptions and include any statement, projection or forecast that does not directly relate to any historical or current fact. Forward-looking statements 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', 'we', 'us', 'our' or the 'Company'), 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) Wheels Up's growth plans, the size, demand, competition in and growth potential of the markets for Wheels Up's service offerings and the degree of market adoption of Wheels Up's member programs, charter offerings and any future services it may offer; (ii) the potential impact of Wheels Up's cost reduction and operational efficiency initiatives on its business and results of operations, including timing, magnitude and possible effects on liquidity levels and working capital; (iii) Wheels Up's fleet modernization strategy first announced in October 2024, its ability to execute such strategy on the timeline that it currently anticipates and the expected commercial, financial and operational impacts to Wheels Up; (iv) Wheels Up's liquidity, future cash flows and certain restrictions related to its indebtedness obligations, as well as its ability to perform under its contractual and indebtedness obligations; (v) Wheels Up's ability to achieve its financial goals in the future pursuant to the most recent schedule that it has announced; (vi) the potential impacts or benefits from pursuing strategic actions involving Wheels Up or its subsidiaries or affiliates, including, among others, acquisitions and divestitures, new debt or equity financings, refinancings of existing indebtedness, or commercial partnerships or arrangements; (vii) the availability or success of other options that the Company may undertake that are intended to cure compliance with the New York Stock Exchange's continued listing standards; (viii) the share repurchase program described in this press release; and (ix) the impacts of general economic and geopolitical conditions on Wheels Up's business and the aviation industry, including due to, among others, fluctuations in interest rates, inflation, foreign currencies, taxes, tariffs and trade policies, and consumer and business spending decisions. The words 'anticipate,' 'believe,' 'can,' 'continue,' 'could,' 'estimate,' 'expect,' 'future,' '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, 2024 filed with the U.S. Securities and Exchange Commission ('SEC') on March 11, 2025 and our other filings with the SEC. 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 EBITDAR, Adjusted Contribution and Adjusted Contribution Margin. These non-GAAP financial measures are in addition to, and not a substitute for or superior to, measures of financial performance prepared in accordance with U.S. generally accepted accounting principles ('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 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 provide useful supplemental information to investors about Wheels Up. However, there are certain limitations related to the use of these non-GAAP financial measures and their nearest GAAP measures, including that they exclude significant expenses that are required to be recorded in Wheels Up's financial measures under GAAP. 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 Non-GAAP Financial Measures' and 'Reconciliations of Non-GAAP Financial Measures' included in this press release. Contacts Investors:ir@ Media:press@ WHEELS UP EXPERIENCE INC CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited, in thousands except share and per share data) Three Months Ended March 31, 2025 2024 Revenue $ 177,530 $ 197,101 Costs and expenses: Cost of revenue (exclusive of items shown separately below) 158,424 198,260 Technology and development 10,524 11,081 Sales and marketing 22,161 21,437 General and administrative 56,817 36,237 Depreciation and amortization 20,210 15,395 Gain on sale of aircraft held for sale (6,551) (2,724) (Gain) loss on disposal of assets, net (3,289) 1,963 Total costs and expenses 258,296 281,649 Loss from operations (80,766) (84,548) Other income (expense) Gain on divestiture — 3,403 Loss on extinguishment of debt (38) (1,706) Change in fair value of warrant liability — (28) Interest income 1,148 56 Interest expense (19,880) (14,555) Other income (expense), net 301 (129) Total other income (expense) (18,469) (12,959) Loss before income taxes (99,235) (97,507) Income tax benefit (expense) (78) 114 Net loss (99,313) (97,393) Less: Net loss attributable to non-controlling interests — — Net loss attributable to Wheels Up Experience Inc. $ (99,313) $ (97,393) Net loss per share of Class A common stock: Basic and diluted $ (0.14) $ (0.14) Weighted-average shares of Class A common stock outstanding: Basic and diluted 698,270,154 697,983,030 WHEELS UP EXPERIENCE INC CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited, in thousands, except share data) March 31, 2025 December 31, 2024 ASSETS Current assets: Cash and cash equivalents $ 171,845 $ 216,426 Accounts receivable, net 41,797 32,316 Parts and supplies inventories 12,723 12,177 Aircraft held for sale 24,767 35,663 Prepaid expenses 32,011 23,546 Other current assets 15,664 11,941 Total current assets 298,807 332,069 Property and equipment, net 333,422 348,339 Operating lease right-of-use assets 35,153 56,911 Goodwill 219,476 217,045 Intangible assets, net 92,056 96,904 Restricted cash 35,218 30,042 Other non-current assets 76,850 76,701 Total assets $ 1,090,982 $ 1,158,011 LIABILITIES AND EQUITY Current liabilities: Current maturities of long-term debt $ 31,658 $ 31,748 Accounts payable 37,872 29,977 Accrued expenses 84,895 89,484 Deferred revenue, current 758,231 749,432 Other current liabilities 12,748 16,643 Total current liabilities 925,404 917,284 Long-term debt, net 382,765 376,308 Operating lease liabilities, non-current 53,076 50,810 Other non-current liabilities 9,620 9,837 Total liabilities 1,370,865 $ 1,354,239 Mezzanine equity: Executive performance award $ 8,223 $ 5,881 Total mezzanine equity 8,223 $ 5,881 Equity: Common Stock, $0.0001 par value; 1,500,000,000 authorized; 699,304,283 and 698,342,097 issued and 698,775,897 and 697,902,646 shares outstanding as of March 31, 2025 and December 31, 2024, respectively $ 70 $ 70 Additional paid-in capital 1,931,900 1,921,581 Accumulated deficit (2,202,208) (2,102,895) Accumulated other comprehensive loss (9,556) (12,662) Treasury stock, at cost, 528,386 and 439,451 shares, respectively (8,312) (8,203) Total Wheels Up Experience Inc. stockholders' equity (288,106) (202,109) Non-controlling interests — — Total equity (288,106) (202,109) Total liabilities and equity $ 1,090,982 $ 1,158,011 WHEELS UP EXPERIENCE INC CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited, in thousands) Three Months Ended March 31, 2025 2024 Cash flows from operating activities Net loss $ (99,313) $ (97,393) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 20,210 15,395 Equity-based compensation 12,661 11,211 Payment in kind interest 13,050 10,123 Amortization (accretion) of deferred financing costs and debt discount 1,893 (1,880) Gain on sale of aircraft held for sale (4,975) (2,724) (Gain) loss on disposal of assets, net (3,229) 1,963 Impairment of right-of-use assets 20,218 — Other 1,678 162 Changes in assets and liabilities: Accounts receivable (8,481) (5,952) Other receivables (3,437) 2,113 Prepaid expenses (8,324) 12,215 Other current assets (262) (4,371) Other non-current assets 1,166 9,456 Accounts payable 7,760 13,093 Accrued expenses (6,005) (12,211) Deferred revenue 7,917 (25,145) Other assets and liabilities (451) 151 Net cash used in operating activities (47,924) (73,794) Cash flows from investing activities: Purchases of property and equipment (14,704) (4,022) Capitalized software development costs (3,338) (3,540) Purchase of aircraft held for sale (3,800) (2,331) Proceeds from sale of aircraft held for sale, net 33,005 25,988 Other 4,950 3,508 Net cash provided by investing activities 16,113 19,603 Cash flows from financing activities: Purchase of shares for treasury (109) (338) Proceeds from long-term debt 9,876 — Repayments of long-term debt (18,451) (23,976) Payment of debt issuance costs (2) — Net cash used in financing activities (8,686) (24,314) Effect of exchange rate changes on cash, cash equivalents and restricted cash 1,092 (1,030) Net decrease in cash, cash equivalents and restricted cash (39,405) (79,535) Cash, cash equivalents and restricted cash, beginning of period 246,468 292,825 Cash, cash equivalents and restricted cash, end of period $ 207,063 $ 213,290 Definitions of Key Operating Metrics Total Gross Bookings and Private Jet Gross Bookings. 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, all group charter flights, which are charter flights with 15 or more passengers ('Group Charter Flights'), and all cargo flight services ('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. 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 Group Charter Flights and 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. For each of Total Gross Bookings and Private Jet 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 Total Gross Bookings and Private Jet 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 Total Gross Bookings and Private Jet Gross Bookings may not be comparable to similarly titled measures reported by other companies. In Wheels Up'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 our Quarterly Report on Form 10-Q for the three months ended September 30, 2024, 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. 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 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. Utility. We define Utility for the applicable period as the total revenue generating flight hours flown on our controlled aircraft fleet, excluding empty repositioning legs, divided by the monthly average number of available aircraft in our controlled aircraft fleet. Utility is expressed as a monthly average. We measure the revenue generating flight hours for a given flight on our controlled aircraft as the actual flight time from takeoff to landing. We determine the number of aircraft in our controlled aircraft fleet available for revenue generating flights at the end of the applicable month and exclude aircraft then classified as held for sale. We use Utility to measure the efficiency of our operations, our ability to generate a return on our assets and the impact of our fleet modernization strategy. Active Users. We define Active Users as the unique non-member customers who completed a revenue generating flight at least once in the applicable period, excluding wholesale flight activity, plus all members as of the end of the applicable period. While a unique member or non-member customer can complete multiple revenue generating flights on our platform in a given period, that unique member or non-member 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 market in which we operate and our ability to generate revenue. Completion Rate. We define Completion Rate as the percentage of total scheduled flights operated and completed, excluding customer-initiated flight cancellations. 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, excluding all cancelled flights. For the three months ended March 31, 2025, we changed the presentation of Completion Rate and On-Time Performance (D-60) to include wholesale flight activity, which we believe better aligns those publicly reported key operating metrics to certain information that we use internally to evaluate our operations, and also to better align such metrics to Live Flight Legs, which includes wholesale flights. Completion Rate and On-Time Performance (D-60) for the three months ended March 31, 2025 and 2024 reported in the table above includes wholesale flight activity, which was previously excluded from such key operating metrics in the Company's filings with the SEC beginning with the Company's Annual Report on Form 10-K for the year ended December 31, 2023 through and including the Annual Report. Completion Rate and On-Time Performance (D-60) reported in the Company's previously filed Quarterly Report on Form 10-Q for the three months ended March 31, 2024, which excluded wholesale flight activity, were 98% and 87%, respectively. Definitions of Non-GAAP Financial Measures Adjusted EBITDA and Adjusted EBITDAR. 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 calculate Adjusted EBITDAR as Adjusted EBITDA, as further adjusted for aircraft lease costs. We include Adjusted EBITDA and Adjusted EBITDAR as supplemental measures for assessing operating performance, 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 each measure removes the effect of certain non-cash expenses and other items not indicative of our ongoing operating performance. Adjusted EBITDAR is included as a supplemental measure, because we believe it provides an alternate presentation to adjust for the effects of financing in general and the accounting effects of capital spending and acquisitions of aircraft, which may be acquired outright, acquired subject to acquisition debt, including under the Revolving Equipment Notes Facility, by capital lease or by operating lease, each of which may vary significantly between periods and results in a different accounting presentation. 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. Reconciliations of Non-GAAP Financial Measures Adjusted EBITDA and Adjusted EBITDAR The following tables reconcile Adjusted EBITDA and Adjusted EBITDAR to Net loss, which is the most directly comparable GAAP measure (in thousands): Three Months Ended March 31, 2025 2024 Net loss $ (99,313) $ (97,393) Add back (deduct) Interest expense 19,880 14,555 Interest income (1,148) (56) Income tax (benefit) expense 78 (114) Other (income) expense, net (301) 129 Depreciation and amortization 20,210 15,395 Change in fair value of warrant liability — 28 Gain on divestiture — (3,403) (Gain) loss on disposal of assets, net (3,289) 1,963 Equity-based compensation expense 12,661 11,211 Integration and transformation expense(1) 1,183 — Fleet modernization expense(2) 5,147 — Restructuring charges(3) — 2,144 Atlanta Member Operations Center set-up expense(4) — 3,023 Certificate consolidation expense(5) — 1,138 Other(6) 20,742 2,151 Adjusted EBITDA $ (24,150) $ (49,229) Aircraft lease costs(7) $ 5,358 $ 8,143 Adjusted EBITDAR $ (18,792) $ (41,086) __________________ (1) Consists of expenses associated with the Company's global integration efforts, including charges for employee separation programs and third-party advisor costs. (2) Consists of expenses incurred in connection with the execution of our fleet modernization strategy first announced in October 2024, which primarily includes expenses associated with transitioning the Embraer Phenom 300 series and Bombardier Challenger 300 series aircraft to our operations and pilot training programs aligned to our fleet modernization strategy. (3) Includes charges for contract termination fees and employee separation programs as part of our cost reduction and strategic business initiatives. (4) 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. (5) 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. (6) For the three months ended March 31, 2025, primarily includes a $20.2 million non-cash pre-tax right-of-use asset impairment charge associated with vacating our former New York City corporate office space for a smaller, centralized location and related on-going lease costs for the vacated space while we seek a sublease tenant. For the three months ended March 31, 2024, 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, and (iii) expenses associated with ongoing litigation matters. (7) Aircraft lease costs are reflected in Cost of revenue on the condensed consolidated statement of operations for the applicable period. 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 March 31, 2025 2024 Revenue $ 177,530 $ 197,101 Less: Cost of revenue (158,424) (198,260) Less: Depreciation and amortization (20,210) (15,395) Gross profit (loss) (1,104) (16,554) Gross margin (0.6) % (8.4) % Add back: Depreciation and amortization 20,210 15,395 Equity-based compensation expense in cost of revenue 78 746 Integration and transformation expense in cost of revenue(1) 363 — Fleet modernization expense in cost of revenue(2) 3,057 — Atlanta Member Operations Center set-up expense in cost of revenue(3) — 1,402 Certificate consolidation expense in cost of revenue(4) — 1,026 Other in cost of revenue(5) (163) — Adjusted Contribution $ 22,441 $ 2,015 Adjusted Contribution Margin 12.6 % 1.0 % __________________ (1) Consists of expenses associated with the Company's global integration efforts including charges for employee separation programs. (2) Consists of expenses incurred in connection with the execution of our fleet modernization strategy first announced in October 2024, which primarily includes expenses associated with transitioning the Embraer Phenom 300 series aircraft to our operations and pilot training programs aligned to our fleet modernization strategy. (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 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) Consists of amounts recovered on Parts and supplies inventory reserved during prior periods related to Parts and supplies inventory deemed in excess after revision of future business needs associated with strategic business initiatives, including fleet modernization. Supplemental Revenue Information Three Months Ended March 31, Change in 2025 2024 $ % Membership $ 9,189 $ 16,854 $ (7,665) (45) % Flight 147,568 150,929 (3,361) (2) % Other 20,773 29,318 (8,545) (29) % Total $ 177,530 $ 197,101 $ (19,571) (10) % Supplemental Expense Information (In thousands) Three Months Ended March 31, 2025 Cost of revenue Technologyand development Sales and marketing General and administrative Total Equity-based compensation expense $ 78 $ 434 $ 241 $ 11,908 $ 12,661 Integration and transformation 363 — 500 320 1,183 Fleet modernization expense 3,057 — 72 2,018 5,147 Other (163) — — 20,905 20,742 (In thousands) Three Months Ended March 31, 2024 Cost of revenue Technologyand development Sales andmarketing General andadministrative Total Equity-based compensation expense $ 746 $ 283 $ 135 $ 10,047 $ 11,211 Restructuring charges — — 1,597 547 2,144 Atlanta Member Operations Center set-up expense 1,402 — — 1,621 3,023 Certificate consolidation expense 1,026 — — 112 1,138 Other — — — 2,151 2,151
Yahoo
11-03-2025
- Business
- Yahoo
Wheels Up Announces December Quarter and Full Year 2024 Results
Financial performance illustrates momentum with business transformation Fleet modernization underway, with 18 new Phenom jets entering Wheels Up's controlled fleet and the company's first Challengers set to enter service by April 1 John Verkamp appointed Chief Financial Officer, to join company on March 31 ATLANTA, March 11, 2025 /PRNewswire/ -- Wheels Up Experience Inc. (NYSE: UP) today announced financial results for the December quarter and full year ended 2024. Highlights of the December quarter and full year 2024, including GAAP results, non-GAAP financial measures and key performance metrics, are on page three and incorporated herein. Commentary from Wheels Up's Chief Executive Officer, George Mattson, about the company's financial and operating results for the fourth quarter and year ended December 31, 2024 is included in an Investor Letter that can be found on Wheels Up's Investor Relations website at December Quarter 2024 Results Revenue of $204.8 million Adjusted Contribution of $39.6 million equating to an Adjusted Contribution Margin of 19.3 percent Net loss of $87.5 million or $(0.13) per share Adjusted EBITDA loss of $11.3 million Full Year 2024 Results Revenue of $792.1 million Adjusted Contribution of $85.7 million equating to an Adjusted Contribution Margin of 10.8 percent Net loss of $339.6 million or $(0.49) per share Adjusted EBITDA loss of $117.9 million "After several quarters of consistent improvement, we ended 2024 in a much stronger financial position than we began. The fourth quarter was our lowest Adjusted EBITDA loss since going public, with the month of December achieving nearly breakeven performance. This was also our first quarter of sequential revenue growth in nearly two years, thanks in part to record margins and further enhancements to operational efficiency," said Wheels Up Chief Executive Officer, George Mattson. "The combination of long-term, foundational improvements to our operation and commercial engine and the early positive signs from our fleet modernization has provided solid momentum as we enter 2025 and work toward our long-term objective of building a resilient business model with a strong balance sheet and consistent profitability." Business highlights John Verkamp named new Chief Financial Officer. The company announced the appointment of John Verkamp as Chief Financial Officer, effective March 31. With a two-decade track record of financial leadership at GE and GE Vernova, including his most recent role as CFO of Gas Power Global Services, John brings a deep understanding of complex operations and will oversee the company's global finance organization. Higher Utility and operational efficiency driving more profitable flying. The company's top priority has been realigning its product, fleet and flying to better meet customer demand. As a result, Gross profit increased $34 million year over year in the December quarter despite a $42 million decline in revenue. Adjusted Contribution Margin increased by more than 18 percentage points year over year to 19.3 percent, due primarily to a 33 percent increase in Utility during the December quarter. Transforming the Wheels Up fleet. During the quarter, the company announced its fleet modernization strategy, which we expect will result in the transition of Wheels Up's four existing jet aircraft types to two of the most preferred and successful aircraft types in the industry – Embraer's Phenom 300/300E and Bombardier's Challenger 300/350 aircraft. As part of this strategy, the company added 18 Phenom aircraft and retired 50 owned and leased legacy jets and King Air aircraft during 2024. Results for the December quarter include a non-cash $9 million charge associated with reserving for excess parts inventory from aircraft expected to exit the fleet. Improving operational performance. A key component of Wheels Up's strategic growth plan is to deliver the industry's most reliable operation for our customers. During the December quarter, the company delivered a 98 percent Completion Rate and 80 percent On-Time Performance. We experienced weather, air traffic control and other uncontrollable factors during the December quarter, as well as the additional demands our operations placed on our smaller legacy fleet, that when combined challenged On-Time Performance. As the fleet rapidly transitions to a modernized and more reliable fleet, we expect to be able to drive both higher On-Time Performance and Utility. Industry-leading partnership with Delta. Together with Delta, we are developing first-of-their-kind global aviation solutions for Delta's corporate and premium leisure customers, combining commercial and private air travel to create a seamless and flexible aviation experience. We have continued to build on the momentum of our partnership, commercially and operationally, and are still in the early stages of realizing its full potential. New Revolving Credit Facility. The company closed on a five-year, $332 million secured revolving credit facility with Bank of America. Delta provided credit support for the facility, enhancing Wheels Up's access to capital and on more attractive terms than would otherwise have been available. This new revolving facility financed the purchase of 17 Phenom aircraft from GrandView Aviation, added $84.3 million of cash, before certain transaction-related expenses, to the company's balance sheet, and provides additional borrowing support for future fleet acquisitions. In addition, the new revolving facility refinanced Wheels Up's existing owned fleet at improved terms and the December quarter results include a non-cash $14 million loss on the extinguishment of debt. Financial and Operating Highlights(1) As of December 31,20242023% Change Active Members(2) 5,3699,947(46) %Three Months Ended December 31, (In thousands, except Active Users, Utility, Live Flight Legs, Private Jet Gross Bookings per Live Flight Leg and percentages) 20242023% Change Active Users 7,28610,744(32) % On-Time Performance (D-60) 80 %87 %n/m Completion Rate 98 %98 %n/m Utility 41.131.033 % Live Flight Legs 12,73114,374(11) % Private Jet Gross Bookings $ 212,395$ 243,278(13) % Total Gross Bookings $ 313,861$ 286,6469 % Private Jet Gross Bookings per Live Flight Leg $ 16,683$ 16,925(1) % Three Months Ended December 31, (In thousands, except percentages) 20242023$ Change% Change Revenue $ 204,815$ 246,380$ (41,565)(17) % Gross profit (loss) $ 15,475$ (18,051)$ 33,526n/m Adjusted Contribution $ 39,616$ 2,848$ 36,768n/m Adjusted Contribution Margin 19.3 %1.2 %n/a 18 pp Net loss $ (87,538)$ (81,115)$ (6,423)(8) % Adjusted EBITDA $ (11,307)$ (38,121)$ 26,81470 % Net cash provided by (used in) operating activities $ 37,926$ (3,791)$ 41,717n/mTwelve Months Ended December 31, (In thousands, except percentages) 20242023$ Change% Change Revenue $ 792,104$ 1,253,317$ (461,213)(37) % Gross profit (loss) $ 2,483$ (37,722)$ 40,205n/m Adjusted Contribution $ 85,687$ 62,536$ 23,15137 % Adjusted Contribution Margin 10.8 %5.0 %n/a 6 pp Net loss $ (339,635)$ (487,387)$ 147,75230 % Adjusted EBITDA $ (117,873)$ (145,868)$ 27,99519 % Net cash used in operating activities $ (77,888)$ (665,285)$ 587,39788 % __________________ (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. (2) Active Members as of December 31, 2024 includes the impact of the company's decision to discontinue Pay-As-You-Go and Connect membership options in July 2024. n/m Not meaningful About Wheels Up Wheels Up is a leading provider of on-demand private aviation in the U.S. with a large, diverse fleet and a global network of safety-vetted charter operators, all committed to safety and service. Customers access charter and membership programs and commercial travel benefits through a strategic partnership with Delta Air Lines. Wheels Up also provides freight, safety, security, and managed services to a range of clients, including individuals and government organizations. With the Wheels Up app and website, members can easily search, book, and fly. For more information, visit 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 provide current expectations of future circumstances or events based on certain assumptions and include any statement, projection or forecast that does not directly relate to any historical or current fact. Forward-looking statements 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) Wheels Up's growth plans, the size, demand, competition in and growth potential of the markets for Wheels Up's service offerings and the degree of market adoption of Wheels Up's member programs, charter offerings and any future services it may offer; (ii) the potential impact of Wheels Up's cost reduction and operational efficiency initiatives on its business and results of operations, including timing, magnitude and possible effects on liquidity levels and working capital; (iii) Wheels Up's fleet modernization strategy first announced in October 2024, its ability to execute such strategy on the timeline that it currently anticipates and the expected commercial, financial and operational impacts to Wheels Up; (iv) Wheels Up's liquidity, future cash flows and certain restrictions related to its indebtedness obligations, as well as its ability to perform under its contractual and indebtedness obligations; (v) 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; (vi) the potential impacts or benefits from pursuing strategic actions involving Wheels Up or its subsidiaries or affiliates, including, among others, acquisitions and divestitures, new debt or equity financings, refinancings of existing indebtedness, or commercial partnerships or arrangements; (vii) the expected impact and timing of certain personnel transitions; and (viii) the impacts of general economic and geopolitical conditions on Wheels Up's business and the aviation industry, including due to, among others, fluctuations in interest rates, inflation, foreign currencies, taxes, tariffs and trade policies, and consumer and business spending decisions. The words "anticipate," "believe," "can," "continue," "could," "estimate," "expect," "future," "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") on March 7, 2024 and our other filings with the SEC. 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 in addition to, 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 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 provide useful supplemental information to investors about Wheels Up. However, there are certain 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 to be recorded in Wheels Up's financial measures under GAAP. 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 Non-GAAP Financial Measures" and "Reconciliations of Non-GAAP Financial Measures" included in this press release. Contacts Investors:ir@ Media:press@ WHEELS UP EXPERIENCE INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited, in thousands except share and per share data) Three Months Ended December 31,Twelve Months Ended December 31,2024202320242023 Revenue $ 204,815$ 246,380$ 792,104$ 1,253,317 Costs and expenses:Cost of revenue (exclusive of items shown separately below) 176,266250,925733,0751,232,506 Technology and development 9,48611,60840,69061,873 Sales and marketing 21,37117,32884,31788,828 General and administrative 38,35023,539137,594145,873 Depreciation and amortization 13,07413,50656,54658,533 (Gain) loss on sale of aircraft held for sale (1,942)(5,611)(4,622)(16,939) Loss on disposal of assets, net 3,295—3,295— Impairment of goodwill ———126,200 Total costs and expenses 259,900311,2951,050,8951,696,874 Loss from operations (55,085)(64,915)(258,791)(443,557) Other income (expense)Gain (loss) on divestiture 357—2,003(2,991) Loss on extinguishment of debt (14,914)(1,595)(17,714)(4,401) Change in fair value of warrant liability (17)54(8)739 Interest income 922312,1706,121 Interest expense (18,089)(14,220)(65,352)(41,255) Other income (expense), net (218)162(717)(660) Total other income (expense) (31,959)(15,568)(79,618)(42,447) Loss before income taxes (87,044)(80,483)(338,409)(486,004) Income tax benefit (expense) (494)(632)(1,226)(1,383) Net loss (87,538)(81,115)(339,635)(487,387) Less: Net loss attributable to non-controlling interests ———— Net loss attributable to Wheels Up Experience Inc. $ (87,538)$ (81,115)$ (339,635)$ (487,387) Net loss per share of Common StockBasic and diluted $ (0.13)$ (0.14)$ (0.49)$ (3.69) Weighted-average shares of Common Stock outstanding:Basic and diluted 697,836,353576,426,623697,713,626132,194,747 WHEELS UP EXPERIENCE INC. CONSOLIDATED BALANCE SHEETS (Unaudited, in thousands, except share data) December 31, 2024December 31, 2023 ASSETSCurrent assets:Cash and cash equivalents $ 216,426$ 263,909 Accounts receivable, net 32,31638,237 Other receivables 1,18211,528 Parts and supplies inventories, net 12,17720,400 Aircraft inventory —1,862 Aircraft held for sale 35,66330,496 Prepaid expenses 23,54655,715 Other current assets 10,75911,887 Total current assets 332,069434,034 Property and equipment, net 348,339337,714 Operating lease right-of-use assets 56,91168,910 Goodwill 217,045218,208 Intangible assets, net 96,904117,766 Restricted cash 30,04228,916 Other non-current assets 76,701110,512 Total assets $ 1,158,011$ 1,316,060 LIABILITIES AND EQUITYCurrent liabilities:Current maturities of long-term debt $ 31,748$ 23,998 Accounts payable 29,97732,973 Accrued expenses 89,484102,475 Deferred revenue, current 749,432723,246 Operating lease liabilities, current 13,95322,869 Intangible liabilities, current 1,5251,525 Other current liabilities 1,165416 Total current liabilities 917,284907,502 Long-term debt, net 376,308235,074 Deferred revenue, non-current 180983 Operating lease liabilities, non-current 50,81054,956 Warrant liability 2012 Intangible liabilities, non-current 9,15210,677 Other non-current liabilities 4856,983 Total liabilities $ 1,354,239$ 1,216,187 Mezzanine equity:Executive performance award 5,8812,476 Total mezzanine equity 5,8812,476 Stockholders' equity:Common stock, $0.0001 par value; 1,500,000,000 authorized; 698,342,097 and 697,131,838shares issued and 697,902,646 and 696,856,131 common shares outstanding as of as ofDecember 31, 2024 and December 31, 2023, respectively 7070 Additional paid-in capital 1,921,5811,879,009 Accumulated deficit (2,102,895)(1,763,260) Accumulated other comprehensive loss (12,662)(10,704) Treasury stock, at cost, 439,451 and 275,707 shares, respectively (8,203)(7,718) Total Wheels Up Experience Inc. stockholders' equity (202,109)97,397 Non-controlling interests —— Total stockholders' equity (202,109)97,397 Total liabilities and equity $ 1,158,011$ 1,316,060 WHEELS UP EXPERIENCE INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited, in thousands) Twelve Months Ended December 31,20242023 Cash flows from operating activities:Net loss $ (339,635)$ (487,387) Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization 56,54658,533 Amortization of deferred financing costs and debt discount 8,711329 Payment in kind interest 43,41210,453 Equity-based compensation 45,97725,633 Change in fair value of warrant liability 8(739) Provision for expected credit losses 2,7281,705 Reserve for excess and obsolete inventory 12,0633,923 Loss on extinguishment of debt 17,7144,401 Gain on sale of aircraft held for sale (4,622)(16,939) Impairment of goodwill —126,200 Other (4,796)4,893 Changes in assets and liabilities:Accounts receivable 2,79430,062 Other receivables 4,349(3,164) Parts and supplies inventories 2,8614,686 Aircraft inventory 1,67311,010 Prepaid expenses 30,117(17,315) Other non-current assets 33,803(32,289) Operating lease liabilities, net (1,322)(552) Accounts payable (2,882)(8,089) Accrued expenses (11,233)(35,110) Deferred revenue 25,383(348,419) Other assets and liabilities (1,537)2,890 Net cash used in operating activities (77,888)(665,285) Cash flows from investing activities:Purchases of property and equipment (122,811)(20,168) Capitalized software development costs (15,021)(16,497) Proceeds from sale of divested business 7,89413,200 Purchases of aircraft held for sale (2,408)(4,240) Proceeds from sale of aircraft held for sale, net 85,56068,308 Other 105267 Net cash (used in) provided by investing activities (46,681)40,870 Cash flows from financing activities:Purchase of shares for treasury (485)(28) Purchase of fractional shares —(3) Proceeds from notes payable —70,000 Repayment of notes payable —(70,000) Proceeds from long-term debt 327,201382,200 Repayments of long-term debt (246,460)(59,523) Payment of debt issuance costs (1,594)(21,692) Net cash provided by financing activities 78,662300,954 Effect of exchange rate changes on cash (450)(3,867) NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH (46,357)(327,328) CASH, CASH EQUIVALENTS AND RESTRICTED CASH BEGINNING OF PERIOD 292,825620,153 CASH, CASH EQUIVALENTS AND RESTRICTED CASH END OF PERIOD $ 246,468$ 292,825 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, 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 & 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 revenue 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. Utility. We define Utility for the applicable period as the total revenue generating flight hours flown on our controlled fleet, excluding empty repositioning legs, divided by the monthly average number of available aircraft in our controlled fleet. Utility is expressed as a monthly average. We measure the revenue generating flight hours for a given flight on our controlled aircraft as the actual flight time from takeoff to landing. We determine the number of aircraft in our controlled fleet available for revenue generating flights at the end of the applicable month and exclude aircraft then classified as held for sale. We believe Utility is a useful metric to measure the efficiency of our operations, our ability to generate a return on our assets and the impact of our fleet modernization strategy. 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 Wheels Up'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 our Quarterly Report on Form 10-Q for the three months ended September 30, 2024, 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 began presenting 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 MeasuresAdjusted EBITDAThe following tables reconcile Adjusted EBITDA to Net loss, which is the most directly comparable GAAP measure (in thousands): Three Months EndedDecember 31,Twelve Months EndedDecember 31,2024202320242023 Net loss $ (87,538)$ (81,115)(339,635)(487,387) Add back (deduct):Interest expense 18,08914,22065,35241,255 Interest income (922)(31)(2,170)(6,121) Income tax expense 4946321,2261,383 Other expense, net 2181,376717660 Depreciation and amortization 13,07413,50656,54658,533 Change in fair value of warrant liability 17(54)8(739) (Gain) loss on divestiture 1,400—(2,003)2,991 Loss on disposal of assets, net 1,538—3,295— Equity-based compensation expense 12,6133,98345,97725,633 Impairment of goodwill ———126,200 Acquisition and integration expense(1) ———2,108 Restructuring charges(2) 3652,7497,85043,655 Fleet modernization expense(3) 28,135—28,135— Atlanta Member Operations Center set-up expense(4) —3,6733,48130,568 Certificate consolidation expense(5) 7945766,74911,375 Other(6) 4163,9016,5994,018 Adjusted EBITDA $ (11,307)$ (38,121)$ (117,873)$ (145,868) __________________ (1) Consists of expenses incurred associated with acquisitions, as well as integration-related charges incurred within one year of the applicable acquisition date, which are primarily related to system conversions, re-branding costs and fees paid to external advisors. (2) For the year ended December 31, 2024, primarily consists of charges for contract termination fees and employee separation programs as part of our ongoing cost reduction and strategic business initiatives. For the year ended December 31, 2023, primarily consists of restructuring charges related to the restructuring plan that we announced on March 1, 2023 (the "Restructuring Plan") and related strategic business expenses incurred to support significant changes to our member programs and certain aspects of our operations, which primarily include consultancy fees associated with designing and implementing changes to our member programs and obtaining financing, and severance and recruiting expenses associated with executive transitions and other employee separation programs as part of our cost reduction initiatives. (3) Consists of expenses incurred in connection with the execution of our fleet modernization strategy first announced in October 2024, which primarily includes expenses associated with transitioning Embraer Phenom 300 series aircraft to our operations, pilot training programs aligned to our fleet modernization strategy, amounts reserved during the fourth quarter of 2024 related to existing Parts and supplies inventory deemed in excess of future business needs after considering our fleet modernization strategy and loss on debt extinguishment of $14.4 million associated with the redemption in-full of the Company's former 2022 equipment notes on November 13, 2024. (4) Consists of expenses associated with establishing the Member Operations Center located in the Atlanta, Georgia area (the "Atlanta Member Operations Center") and its operations, which primarily includes 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, and related expenses concluded during the second quarter of 2024, approximately one year after operations began. (5) Consists of expenses incurred to execute consolidation of our FAA operating certificates, which primarily includes pilot training and retention programs and consultancy fees associated with planning and implementing the consolidation process. (6) Includes: (i) for both periods presented above, (a) collections of certain aged receivables which were added back to Net loss in the reconciliation presented for the year ended December 31, 2022, which for the periods presented above increase the Adjusted EBITDA loss, and (b) amounts reserved related to existing Parts and supplies inventory deemed in excess of future business needs after considering certain strategic business initiatives; (ii) for the year ended December 31, 2024, (a) reserves and/or write-offs of certain aged receivables associated with our former aircraft management business divested on September 30, 2023, and (b) expenses incurred in connection with ongoing litigation matters; and (iii) for the year ended December 31, 2023, charges related to an individually immaterial litigation settlement during the third quarter of 2023. Refer to "Supplemental Expense Information" below, for further information. Adjusted Contribution and Adjusted Contribution MarginThe following tables reconcile Adjusted Contribution to Gross profit (loss), which is the most directly comparable GAAP measure (in thousands): Three Months Ended December 31,Twelve Months Ended December 31,2024202320242023 Revenue $ 204,815$ 246,380$ 792,104$ 1,253,317 Less: Cost of revenue 176,266250,925733,0751,232,506 Less: Depreciation and amortization 13,07413,50656,54658,533 Gross profit (loss) 15,475(18,051)2,483(37,722) Gross margin 7.6 %(7.3) %0.3 %(3.0) % Add back:Depreciation and amortization 13,07413,50656,54658,533 Equity-based compensation expense in cost of revenue 1318302,2283,927 Restructuring expense in cost of revenue(1) 109—3,9841,075 Fleet modernization expense(2) 10,033—10,033— Atlanta Member Operations Center set-up expense in cost of revenue(3) —2,2641,86024,704 Certificate consolidation expense in cost of revenue(4) 7943245,2978,044 Other(5) —3,9753,2563,975 Adjusted Contribution 39,6162,84885,68762,536 Adjusted Contribution Margin 19.3 %1.2 %10.8 %5.0 % __________________ (1) For the year ended December 31, 2024, primarily consists of charges for employee separation programs as part of our ongoing cost reduction and strategic business initiatives. For the year ended December 31, 2023, primarily consists of restructuring charges related to the Restructuring Plan and other employee separation programs as part of our cost reduction initiatives. (2) Consists of expenses incurred in connection with the execution of our fleet modernization strategy first announced in October 2024, which primarily includes expenses associated with transitioning Embraer Phenom 300 series aircraft to our operations, pilot training programs aligned to our fleet modernization strategy and amounts reserved during the fourth quarter of 2024 related to existing Parts and supplies inventory deemed in excess of future business needs after considering our fleet modernization strategy. (3) Consists of expenses associated with establishing the Atlanta Member Operations Center and its operations, which primarily includes 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, and related expenses concluded during the second quarter of 2024, approximately one year after operations began. (4) Consists of expenses incurred to execute consolidation of our FAA operating certificates, which primarily includes pilot training and retention programs and consultancy fees associated with planning and implementing the consolidation process. (5) Includes amounts reserved related to existing Parts and supplies inventory deemed in excess of future business needs after considering certain strategic business initiatives. Supplemental Revenue Information(In thousands) Three months ended December 31,Change in 20242023$% Membership $ 11,483$ 19,077$ (7,594)(40) % Flight 163,897202,374(38,477)(19) % Aircraft management 2,14710,398(8,251)(79) % Other 27,28814,53112,75788 % Total $ 204,815$ 246,380$ (41,565)(17) % (In thousands) Twelve Months Ended December 31,Change in 20242023$% Membership $ 57,614$ 82,857$ (25,243)(30) % Flight 633,865884,065(250,200)(28) % Aircraft management 9,707175,829(166,122)(94) % Other 90,918110,566(19,648)(18) % Total $ 792,104$ 1,253,317$ (461,213)(37) % Supplemental Expense Information(In thousands) Three Months Ended December 31, 2024 Cost of revenue Technology and development Sales and marketing General and administrative Total Equity-based compensation expense $ 131 $ 421 $ 233 $ 11,828 $ 12,613 Restructuring charges 109 — — 256 365 Fleet modernization expense(1) 10,033 — 33 3,666 28,135 Certificate consolidation expense 794 — — — 794 Other — — — 416 416 (In thousands) Twelve Months Ended December 31, 2024 Cost of revenue Technology and development Sales and marketing General and administrative Total Equity-based compensation expense $ 2,228 $ 1,302 $ 661 $ 41,786 $ 45,977 Restructuring charges 3,984 — 1,648 2,218 7,850 Fleet modernization expense(1) 10,033 — 33 3,666 28,135 Atlanta Member Operations Center set-up expense 1,860 — — 1,621 3,481 Certificate consolidation expense 5,297 — — 1,452 6,749 Other 3,256 — — 3,343 6,599 __________________ (1) Total Fleet modernization expense includes loss on debt extinguishment of $14.4 million for the three and twelve months December 31, 2024 associated with the redemption in-full of the Company's former 2022 equipment notes on November 13, 2024. (In thousands) Three Months Ended December 31, 2023 Cost of revenueTechnology and developmentSales and marketingGeneral and administrativeTotal Equity-based compensation expense $ 830$ 319$ (17)$ 2,851$ 3,983 Restructuring charges ———2,7492,749 Atlanta Member Operations Center set-up expense 2,264——1,4093,673 Certificate consolidation expense 324——252576 Other 3,975——(74)3,901 (In thousands) Twelve Months Ended December 31, 2023 Cost of revenueTechnology and developmentSales andmarketingGeneral andadministrativeTotal Equity-based compensation expense $ 3,927$ 2,096$ 1,764$ 17,846$ 25,633 Acquisition and integration expenses —531341,9212,108 Restructuring charges 1,0756,9402,76132,87943,655 Atlanta Member Operations Center set-up expense 24,704201—5,66230,568 Certificate consolidation expense 8,044——3,33211,375 Other 3,975——434,018 View original content to download multimedia: SOURCE Wheels Up