Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 08, 2021 | |
Entity Information [Line Items] | ||
Document type | 10-Q | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Document Quarterly Report | true | |
Entity File Number | 001-04321 | |
Entity registrant name | WHEELS UP EXPERIENCE INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 98-1557048 | |
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 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 245,740,164 | |
Entity Central Index Key | 0001819516 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Amendment Flag | false | |
Common Class A | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Class A common stock, $0.0001 par value per share | |
Trading Symbol | UP | |
Security Exchange Name | NYSE | |
Warrants | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | |
Trading Symbol | UP WS | |
Security Exchange Name | NYSE |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 535,253 | $ 312,799 |
Accounts receivable, net | 69,044 | 50,397 |
Other receivables | 10,112 | 8,205 |
Parts and supplies inventories, net | 8,742 | 5,320 |
Prepaid expenses and other | 34,106 | 18,801 |
Total current assets | 657,257 | 395,522 |
Property and equipment, net | 313,986 | 323,090 |
Operating lease right-of-use assets | 112,372 | 64,479 |
Goodwill | 437,181 | 400,160 |
Intangible assets, net | 152,416 | 163,710 |
Restricted cash | 2,177 | 12,077 |
Employee loans receivable, net | 0 | 102 |
Other non-current assets | 1,104 | 849 |
Total assets | 1,676,493 | 1,359,989 |
Current liabilities: | ||
Current maturities of long-term debt | 131 | 62,678 |
Accounts payable | 42,363 | 20,920 |
Accrued expenses | 83,231 | 71,381 |
Deferred revenue, current | 585,319 | 651,096 |
Operating lease liabilities, current | 32,315 | 15,858 |
Intangible liabilities, current | 2,000 | 2,000 |
Other current liabilities | 14,942 | 15,980 |
Total current liabilities | 760,301 | 839,913 |
Long-term debt | 22 | 148,411 |
Deferred revenue, non-current | 1,948 | 1,982 |
Operating lease liabilities, non-current | 87,087 | 56,358 |
Warrant liability | 15,948 | 0 |
Intangible liabilities, non-current | 14,583 | 16,083 |
Other non-current liabilities | 3,548 | 3,415 |
Total liabilities | 883,437 | 1,066,162 |
Commitments and Contingencies | ||
Equity [Abstract] | ||
Class A common stock, $0.0001 par value; 2,500,000,000 authorized; 245,583,108 and 169,717,416 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 25 | 17 |
Additional paid-in capital | 1,460,053 | 831,226 |
Accumulated deficit | (677,491) | (563,441) |
Total Wheels Up Experience Inc. stockholders’ equity | 782,587 | 267,802 |
Non-controlling interests | 10,469 | 26,025 |
Total equity | 793,056 | 293,827 |
Total liabilities and equity | $ 1,676,493 | $ 1,359,989 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized (in shares) | 2,500,000,000 | 2,500,000,000 |
Common stock issued (in shares) | 245,583,108 | 169,717,416 |
Common stock outstanding (in shares) | 245,583,108 | 169,717,416 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 301,978 | $ 194,781 | $ 849,215 | $ 485,208 |
Costs and expenses: | ||||
Cost of revenue | 283,495 | 171,338 | 773,191 | 446,632 |
Technology and development | 8,769 | 6,044 | 23,818 | 15,345 |
Sales and marketing | 22,157 | 13,655 | 55,846 | 38,893 |
General and administrative | 42,490 | 14,542 | 76,444 | 38,740 |
Depreciation and amortization | 13,639 | 14,722 | 40,952 | 44,189 |
CARES Act grant | 0 | (51,646) | 0 | (64,923) |
Total costs and expenses | 370,550 | 168,655 | 970,251 | 518,876 |
Income (loss) from operations | (68,572) | 26,126 | (121,036) | (33,668) |
Other income (expense): | ||||
Change in fair value of warrant liability | 12,271 | 0 | 12,271 | 0 |
Loss on extinguishment of debt | (2,379) | 0 | (2,379) | 0 |
Interest income | 7 | 36 | 25 | 503 |
Interest expense | (782) | (5,614) | (9,503) | (18,127) |
Total other income (expense) | 9,117 | (5,578) | 414 | (17,624) |
Income (loss) before income taxes | (59,455) | 20,548 | (120,622) | (51,292) |
Income tax expense | 0 | 0 | 0 | 0 |
Net income (loss) | (59,455) | 20,548 | (120,622) | (51,292) |
Less: net income (loss) attributable to non-controlling interests | (970) | 1,639 | (6,572) | (3,944) |
Net income (loss) attributable to Wheels Up Experience Inc. | $ (58,485) | $ 18,909 | $ (114,050) | $ (47,348) |
Net income (loss) per share of Class A common stock: | ||||
Basic (in dollars per share) | $ (0.25) | $ 0.11 | $ (0.60) | $ (0.29) |
Diluted (in dollars per share) | $ (0.25) | $ 0.11 | $ (0.60) | $ (0.29) |
Weighted-average shares of Class A common stock outstanding: | ||||
Basic (in shares) | 235,341,054 | 165,055,043 | 191,057,091 | 161,649,090 |
Diluted (in shares) | 235,341,054 | 165,055,043 | 191,057,091 | 161,649,090 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Total | Class A Common Stock | Additional paid-in capital | Accumulated deficit | Non-controlling interests |
Beginning balance (in shares) at Dec. 31, 2019 | 116,581,683,000 | ||||
Beginning balance at Dec. 31, 2019 | $ (56,254) | $ 12 | $ 427,579 | $ (478,035) | $ (5,810) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Consideration issued for business combination (in shares) | 52,794,775,000 | ||||
Consideration issued for business combination | 432,144 | $ 5 | 432,139 | ||
Equity-based compensation | 584 | 435 | 149 | ||
Change in non-controlling interests allocation | 0 | (33,600) | 33,600 | ||
Net income (loss) | (44,474) | (41,018) | (3,456) | ||
Ending balance at Mar. 31, 2020 | 332,000 | $ 17 | 826,553 | (519,053) | 24,483 |
Ending balance (in shares) at Mar. 31, 2020 | 169,376,458,000 | ||||
Beginning balance (in shares) at Dec. 31, 2019 | 116,581,683,000 | ||||
Beginning balance at Dec. 31, 2019 | (56,254) | $ 12 | 427,579 | (478,035) | (5,810) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (51,292) | ||||
Ending balance at Sep. 30, 2020 | 327,123 | $ 17 | 826,355 | (525,382) | 26,133 |
Ending balance (in shares) at Sep. 30, 2020 | 169,376,458,000 | ||||
Beginning balance (in shares) at Mar. 31, 2020 | 169,376,458,000 | ||||
Beginning balance at Mar. 31, 2020 | 332,000 | $ 17 | 826,553 | (519,053) | 24,483 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Equity-based compensation | 772 | 434 | 338 | ||
Change in non-controlling interests allocation | 0 | (1,406) | 1,406 | ||
Net income (loss) | (27,365) | (25,238) | (2,127) | ||
Ending balance at Jun. 30, 2020 | 305,407 | $ 17 | 825,581 | (544,291) | 24,100 |
Ending balance (in shares) at Jun. 30, 2020 | 169,376,458,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Equity-based compensation | 1,168 | 863 | 305 | ||
Change in non-controlling interests allocation | 0 | (89) | 89 | ||
Net income (loss) | 20,548 | 18,909 | 1,639 | ||
Ending balance at Sep. 30, 2020 | $ 327,123 | $ 17 | 826,355 | (525,382) | 26,133 |
Ending balance (in shares) at Sep. 30, 2020 | 169,376,458,000 | ||||
Beginning balance (in shares) at Dec. 31, 2020 | 169,717,416 | 169,717,146,000 | |||
Beginning balance at Dec. 31, 2020 | $ 293,827 | $ 17 | 831,226 | (563,441) | 26,025 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Consideration issued for business combination (in shares) | 3,968,900,000 | ||||
Consideration issued for business combination | 30,172 | $ 1 | 30,171 | ||
Equity-based compensation | 1,414 | 1,160 | 254 | ||
Change in non-controlling interests allocation | 0 | (2,620) | 2,620 | ||
Net income (loss) | (32,213) | (29,409) | (2,804) | ||
Ending balance at Mar. 31, 2021 | $ 293,200 | $ 18 | 859,937 | (592,850) | 26,095 |
Ending balance (in shares) at Mar. 31, 2021 | 173,686,046,000 | ||||
Beginning balance (in shares) at Dec. 31, 2020 | 169,717,416 | 169,717,146,000 | |||
Beginning balance at Dec. 31, 2020 | $ 293,827 | $ 17 | 831,226 | (563,441) | 26,025 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercised (in shares) | 230,000 | ||||
Net income (loss) | $ (120,622) | ||||
Ending balance at Sep. 30, 2021 | $ 793,056 | $ 25 | 1,460,053 | (677,491) | 10,469 |
Ending balance (in shares) at Sep. 30, 2021 | 245,583,108 | 245,583,108,000 | |||
Beginning balance (in shares) at Mar. 31, 2021 | 173,686,046,000 | ||||
Beginning balance at Mar. 31, 2021 | $ 293,200 | $ 18 | 859,937 | (592,850) | 26,095 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Equity-based compensation | 1,348 | 1,117 | 231 | ||
Change in non-controlling interests allocation | 0 | (3,106) | 3,106 | ||
Net income (loss) | (28,954) | (26,156) | (2,798) | ||
Ending balance at Jun. 30, 2021 | 265,594 | $ 18 | 857,948 | (619,006) | 26,634 |
Ending balance (in shares) at Jun. 30, 2021 | 173,686,046,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercised (in shares) | 229,889,000 | ||||
Exercise of stock options | 1,332 | 1,332 | |||
Exchange of profits interests (in shares) | 138,629,000 | ||||
Exchange of profits interests | 0 | 1,419 | (1,419) | ||
Equity-based compensation | 27,906 | 19,777 | 8,129 | ||
Issuance of common stock in connection with the Business Combination and PIPE Investment (in shares) | 71,528,544,000 | ||||
Issuance of common stock in connection with the Business Combination and PIPE Investment | 656,304 | $ 7 | 656,297 | ||
Transaction costs attributable to the issuance of common stock in connection with the Business Combination and PIPE Investment | (70,406) | (70,406) | |||
Assumption of warrant liability | (28,219) | (28,219) | |||
Change in non-controlling interests allocation | 0 | 21,905 | (21,905) | ||
Net income (loss) | (59,455) | (58,485) | (970) | ||
Ending balance at Sep. 30, 2021 | $ 793,056 | $ 25 | $ 1,460,053 | $ (677,491) | $ 10,469 |
Ending balance (in shares) at Sep. 30, 2021 | 245,583,108 | 245,583,108,000 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
OPERATING ACTIVITIES: | ||
Net income (loss) | $ (120,622) | $ (51,292) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 40,952 | 44,190 |
Amortization expense for debt discounts and deferred financing costs | 618 | 1,265 |
Equity-based compensation | 30,668 | 2,524 |
Change in fair value of warrant liability | (12,271) | 0 |
Provision for expected credit losses | 1,163 | 328 |
Loss on extinguishment of debt | 2,379 | 0 |
Changes in operating assets and liabilities, net of effects from acquisitions: | ||
Accounts receivable | (9,074) | 28,196 |
Other receivables | (1,906) | 2,368 |
Parts and supplies inventories | (2,749) | 263 |
Prepaid expenses and other | (11,673) | 1,214 |
Other non-current assets | (256) | 1,019 |
Operating lease liabilities, net | (1,414) | (297) |
Accounts payable | 11,807 | (16,786) |
Accrued expenses | (9,742) | (9,021) |
Other current liabilities | (1,037) | (613) |
Other non-current liabilities | 131 | 2,069 |
Deferred revenue | (69,390) | (26) |
Net cash used in operating activities | (152,416) | 5,401 |
INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (6,683) | (4,878) |
Acquisition of businesses, net of cash acquired | 7,844 | 97,104 |
Capitalized software development costs | (9,589) | (5,144) |
Net cash (used in) provided by investing activities | (8,428) | 87,082 |
FINANCING ACTIVITIES: | ||
Proceeds from stock option exercises | 1,332 | 0 |
Proceeds from the Business Combination and PIPE Investment | 656,304 | 0 |
Transaction costs in connection with the Business Combination and PIPE Investment | (70,406) | 0 |
Proceeds from long-term debt | 0 | 755 |
Repayments of long-term debt | (213,934) | (54,772) |
Proceeds from loans to employees | 102 | |
Repayments of loans to employees | (67) | |
Net cash provided by (used in) financing activities | 373,398 | (54,084) |
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 212,554 | 38,399 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH BEGINNING OF PERIOD | 324,876 | 96,440 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH END OF PERIOD | 537,430 | 134,839 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Assumption of warrant liability in Business Combination | 28,219 | 0 |
Delta Private Jets LLC | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Non-cash consideration issued for business acquisition | 0 | 427,007 |
Gama Aviation LLC | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Non-cash consideration issued for business acquisition | 0 | 32,638 |
Mountain Aviation, LLC | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Non-cash consideration issued for business acquisition | $ 30,172 | $ 0 |
ORGANIZATION AND OPERATIONS
ORGANIZATION AND OPERATIONS | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND OPERATIONS | ORGANIZATION AND OPERATIONS Wheels Up Experience Inc. (together with its consolidated subsidiaries, “Wheels Up”, the “Company”, “our”, “we”, and “us”) is a leading brand in private aviation that strives to deliver a total private aviation solution. On July 13, 2021 (the “Closing Date”), we consummated the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 1, 2021, as amended on May 6, 2021, by and among Aspirational Consumer Lifestyle Corp., a blank check company incorporated as a Cayman Islands exempted company (“Aspirational”), Wheels Up Partners Holdings LLC, a Delaware limited liability company (“WUP”), Kittyhawk Merger Sub LLC., a Delaware limited liability company and a direct wholly owned subsidiary of Aspirational (“Merger Sub”), Wheels Up Blocker Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Aspirational (“Blocker Sub”), the Blocker Merger Subs (as defined in the Merger Agreement) and the Blockers (as defined in the Merger Agreement). In connection with the closing of the Merger Agreement, Aspirational filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which Aspirational was domesticated and continues as a Delaware corporation, changing its name to “Wheels Up Experience Inc.” (the “Domestication”). |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation The unaudited interim condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the condensed consolidated balance sheet at December 31, 2020 has been derived from the audited consolidated financial statements at that date, but certain notes or other information that are normally required by U.S. GAAP have been omitted if they substantially duplicate the disclosures contained in our annual audited consolidated financial statements. The condensed consolidated financial statements include the accounts of Wheels Up Experience Inc. and its wholly-owned subsidiaries. We consolidate Wheels Up Partners MIP LLC (“MIP LLC”) and record the profits interests held in MIP LLC that Wheels Up does not own as non-controlling interests (see Note 15). All intercompany transactions and balances have been eliminated in consolidation. Certain information and footnote disclosure normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to instructions, rules and regulations prescribed by the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, the unaudited financial information for the interim periods presented reflects all adjustments, which are normal and recurring, necessary for a fair presentation of the consolidated statement of operations, financial position, and cash flows. Interim results should not be regarded as indicative of results that may be expected for any other period or the entire year. The unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 2020 included in the final prospectus filed on August 25, 2021. Use of Estimates Preparing the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates due to risks and uncertainties, including uncertainty in the current economic environment due to SARS-CoV-2 or COVID-19, and any evolutions thereof (“COVID-19”). The most significant estimates include, but are not limited to, the useful lives and residual values of purchased aircraft, the fair value of financial assets and liabilities, acquired intangible assets, goodwill, contingent consideration, and other assets and liabilities, sales and use tax, the estimated life of member relationships, the determination of the allowance for credit losses, impairment assessments, and the incremental borrowing rate for leases. Warrant Liability We determine if warrants are equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether warrants meet all of the requirements for equity classification under ASC 815, including whether warrants are indexed to our common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, warrants are required to be recorded as a liability at their fair value on date of issuance and each balance sheet date thereafter. Changes in the estimated fair value of warrants are recognized as an unrealized gain or loss. We recorded the Private Warrants and Public Warrants (each defined below and collectively the “Warrants”) assumed as part of the Business Combination (see Note 3 and Note 19) as liabilities. Equity-Based Compensation Restricted stock units (“RSUs”) are measured based upon the fair value of a share of Class A common stock on the date of grant. RSUs typically vest upon a service-based requirement, and we recognize compensation expense on a straight-line basis over the requisite service period. Earnout Shares (as defined below) potentially issuable to holders of WUP profits interests and restricted interests as part of the Business Combination (see Note 3 and Note 14) are recorded as equity-based compensation. Earnout Shares contain market conditions and were valued using a Monte Carlo simulation model. Compensation expense related to an award with a market condition is recognized on an accelerated attribution basis over the requisite service period and is not reversed if the market condition is not satisfied. Income Taxes We account for income taxes using the asset and liability method. Deferred tax assets and liabilities reflect the expected future consequences of temporary differences between the financial reporting and tax bases of assets and liabilities as well as operating losses, capital losses, and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates that are expected to be in effect when these differences are anticipated to reverse. Management makes estimates, assumptions, and judgments to determine our provision for income taxes, deferred tax assets and liabilities, and any valuation allowance recorded against deferred tax assets. We assess the likelihood that our deferred tax assets will be recovered from future taxable income and, to the extent we believe, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, we establish a valuation allowance. We recognize the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Interest and penalties related to unrecognized tax benefits are recognized within income tax expense. Net Income (Loss) per Share Basic net income (loss) per share is computed by dividing net income (loss) attributable to Wheels Up by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed based on the weighted average number of common shares outstanding plus the effect of dilutive potential common shares outstanding during the period. During the periods when there is a net loss, potentially dilutive common shares are excluded from the calculation of diluted net loss per share as their effect is anti-dilutive. Deferred Offering Costs We capitalized certain legal, accounting and other direct third-party costs related to the Business Combination. Deferred offering costs were included as an asset on the condensed consolidated balance sheets and were deferred until the Closing Date, at which time they were deducted from additional paid-in capital of the combined business. Reclassifications Certain reclassifications have been made to the prior years’ condensed consolidated financial statements to conform to the current year presentation. Adopted Accounting Pronouncements In December 2019, the FASB issued accounting standards update (“ASU”) 2019-12, Simplifying the Accounting for Income Taxes (ASC 740) . This standard simplifies the accounting for income taxes by (i) eliminating certain exceptions within ASC 740 and (ii) clarifying and amending the existing guidance to enable consistent application of ASC 740. We adopted ASU 2019-12 on January 1, 2021. This adoption did not have a material impact on our consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting (ASC 848) . The FASB issued a subsequent amendment to the initial guidance in January 2021 with ASU 2021-01. This standard provides temporary optional expedients and exceptions to accounting guidance on contract modifications and hedge accounting to ease financial reporting burdens as the market transitions from the London Interbank Offered Rate and other interbank offered rates to alternative reference rates. The guidance was effective upon issuance and generally can be applied through December 31, 2022. This adoption did not have a material impact on our consolidated financial statements. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment consist of the following (in thousands): September 30, December 31, 2020 Aircraft $ 475,769 $ 473,509 Software development costs 32,129 22,414 Leasehold improvements 11,703 9,560 Computer equipment 2,147 1,846 Buildings and improvements 1,424 1,424 Furniture and fixtures 1,959 1,321 Tooling 2,890 1,296 Vehicles 800 597 528,821 511,967 Less: Accumulated depreciation and amortization (214,835) (188,877) Total $ 313,986 $ 323,090 Depreciation and amortization expense of property and equipment was $8.4 million and $26.0 million for the three and nine months ended September 30, 2021, respectively, and $10.0 million and $31.0 million for the three and nine months ended September 30, 2020, respectively. Capitalized costs related to the internal development of software was $3.9 million and $9.6 million for the three and nine months ended September 30, 2021, respectively, and $2.1 million and $5.1 million for the three and nine months ended September 30, 2020, respectively. Amortization expense related to software development costs, included as part of depreciation and amortization expense of property and equipment, was $1.8 million and $4.8 million for the three and nine months ended September 30, 2021, respectively, and $1.2 million and $3.2 million for the three and nine months ended September 30, 2020, respectively. |
BUSINESS COMBINATION
BUSINESS COMBINATION | 9 Months Ended |
Sep. 30, 2021 | |
Reverse Recapitalization [Abstract] | |
BUSINESS COMBINATION | BUSINESS COMBINATIONThe Business Combination was accounted for as a reverse recapitalization, where Aspirational was treated as the acquired company for financial reporting purposes. This accounting treatment is the equivalent of Wheels Up issuing stock for the net assets of Aspirational, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. Accordingly, WUP is deemed the accounting predecessor of the combined business, and Wheels Up, as the parent company of the combined business, is the successor SEC registrant, meaning that all historical financial information presented in the condensed consolidated financial statements represents the accounts of WUP. Upon closing of the Business Combination, all outstanding WUP common interests and WUP preferred interests (including WUP restricted interests), as well as shares underlying WUP options, were converted into 190.0 million shares of Class A common stock and rolled over into the combined business. In addition, there were 29.0 million outstanding WUP profits interests recapitalized in connection with the Business Combination that can be exchanged on a value-for-value basis for Class A common stock subject to vesting. All references to numbers of common shares and per common share data prior to the Business Combination in these condensed consolidated financial statements and related notes have been retroactively adjusted to account for the effect of the reverse recapitalization. The reported share and per share amounts, have been converted by applying the exchange ratio established in the Merger Agreement of 0.4604, which was based on the Wheels Up implied price per share prior to the Business Combination (the “Exchange Ratio”). On the Closing Date, we received approximately $656.3 million in gross proceeds. In connection with the Business Combination, we incurred $70.4 million of transaction costs, consisting of advisory, legal, share registration and other professional fees, which are recorded within additional paid-in capital as a reduction of proceeds. PIPE Investment In connection with the Business Combination, Aspirational entered into subscription agreements with certain investors (the “PIPE Investors”), whereby Aspirational issued 55,000,000 shares of common stock at a price of $10.00 per share (the “PIPE Shares”) for an aggregate purchase price of $550 million (the “PIPE Investment”), which closed simultaneously with the consummation of the Business Combination. On the Closing Date, the PIPE Shares were automatically converted into shares of Class A common stock on a one-for-one basis. Earnout Shares Further, as part of the Business Combination, existing holders of WUP equity, including holders of profits interests and restricted interests, but excluding holders of stock options, have the right to receive up to an aggregate of 9,000,000 additional shares of Class A common stock in three equal tranches, which are issuable upon the achievement of Class A common stock share price thresholds of $12.50, $15.00, and $17.50 for any 20 trading days within a period of 30 consecutive trading days within five years of the Closing Date, respectively (the “Earnout Shares”). Public Warrants and Private Warrants |
REVENUE
REVENUE | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE Disaggregation of Revenue The following table disaggregates revenue by service type and the timing of when these services are provided to the member or customer (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Services transferred at a point in time: Flights, net of discounts and fees $ 218,360 $ 140,280 $ 621,494 $ 343,571 Aircraft management 55,388 36,107 151,405 87,737 Other 6,679 2,313 16,418 6,609 Services transferred over time: Memberships 17,982 13,345 49,144 39,787 Aircraft management 2,617 2,295 7,435 5,679 Other 952 441 3,319 1,825 Total $ 301,978 $ 194,781 $ 849,215 $ 485,208 Revenue in the condensed consolidated statements of operations is presented net of discounts and incentives of $5.0 million and $12.5 million, for the three and nine months ended September 30, 2021, respectively, and $2.8 million and $6.4 million for the three and nine months ended September 30, 2020, respectively. Contract Balances Receivables from member and customer contracts are included within accounts receivable, net. As of September 30, 2021 and December 31, 2020, gross receivables from members and customers were $60.5 million and $38.6 million, respectively. As of September 30, 2021 and December 31, 2020, undeposited funds were $14.0 million and $14.1 million, respectively. As of September 30, 2021 and December 31, 2020, the allowance for expected credit losses was $5.5 million and $2.3 million, respectively. Deferred revenue consists of the following (in thousands): September 30, 2021 December 31, 2020 Flights - Prepaid Blocks and jet cards $ 538,695 $ 609,490 Memberships - annual dues 36,771 32,016 Memberships - initiation fees 4,034 3,870 Flights - credits 6,780 7,291 Other 987 411 Deferred revenue - total 587,267 653,078 Less: Deferred revenue - current (585,319) (651,096) Deferred revenue - non-current $ 1,948 $ 1,982 Changes in deferred revenue for the nine months ended September 30, 2021 were as follows (in thousands): Deferred revenue - beginning balance $ 653,078 Amounts deferred during the period 611,985 Revenue recognized from amounts included in the deferred revenue beginning balance (368,922) Revenue from current period sales (308,874) Deferred revenue - ending balance $ 587,267 Revenue expected to be recognized in future periods for performance obligations that are unsatisfied, or partially unsatisfied, as of September 30, 2021 approximates $101.7 million, $393.2 million, $46.3 million and $46.0 million for 2021, 2022, 2023 and 2024, respectively. Costs to Obtain a Contract Capitalized costs related to sales commissions and referral fees were $3.4 million and $7.4 million for the three and nine months ended September 30, 2021, respectively, and $0.1 million and $2.2 million for the three and nine months ended September 30, 2020, respectively. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | ACQUISITIONS Mountain Aviation, LLC Acquisition On January 5, 2021, we acquired all of the outstanding equity of Mountain Aviation, LLC (“Mountain Aviation”) for a total purchase price of $40.2 million, consisting of $30.2 million in WUP common interests and $10.0 million in cash. In addition, there is a potential incremental cash earn-out of up to $15.0 million based on achieving certain financial performance metrics related to certain special missions, which represents contingent consideration, and would be payable in the second quarter of 2023 to the extent achieved. The estimated fair value of the earn-out payment using a Monte Carlo simulation model as of the acquisition date was $0. As a result, we have not recorded a liability for the fair value of contingent consideration payable on the condensed consolidated balance sheet as of September 30, 2021. The valuation of the earn-out is based on significant inputs that are not observable in the market; therefore, it is a Level 3 financial instrument. Mountain Aviation adds to our Super-Midsize jet fleet and operations, provides full-service in-house maintenance capabilities, expands our presence in the Western United States and enhances our on-demand transcontinental charter flight capabilities. Acquisition-related costs for Mountain Aviation of $2.0 million were included in general and administrative expense in the condensed consolidated statements of operations for the nine months ended September 30, 2021. The acquisition of Mountain Aviation was determined to be a business combination. As of the date of acquisition, the total preliminary purchase price allocated to the Mountain Aviation assets acquired and liabilities assumed according to their estimated fair values were as follows (in thousands): Current assets $ 32,884 Property and equipment 741 Intangible assets 5,040 Goodwill 37,021 Other assets 45,874 Total assets acquired 121,560 Total liabilities assumed (81,388) Net assets acquired $ 40,172 Current assets of Mountain Aviation included $17.8 million of cash and $10.7 million of accounts receivable, including $1.5 million owed from Wheels Up that was eliminated in consolidation upon acquisition. The above initial fair value estimates of the assets acquired and liabilities assumed were provisional based on the information that was available as of the acquisition date. Goodwill represents the excess of the purchase price over the fair values of the acquired net tangible and intangible assets. The allocated value of goodwill primarily relates to anticipated synergies and economies of scale by combining the use of Mountain Aviation's aircraft, maintenance capabilities and existing business processes with our other acquisitions. The acquired goodwill is approximately 25.0% deductible for tax purposes. The amounts allocated to acquired intangible assets and their associated weighted-average amortization periods, were determined based on the period the assets are expected to contribute directly or indirectly to our cash flows, consists of the following: Amount Weighted-Average Amortization Period Customer relationships $ 4,600 6.0 Trade name 330 1.0 Non-competition agreement 110 1.0 Total acquired intangible assets $ 5,040 5.8 The results of Mountain Aviation were included in the condensed consolidated statement of operations from the date of acquisition. Revenue for Mountain Aviation was $87.2 million, net of intercompany eliminations, and income from operations was $11.5 million from the date of acquisition through September 30, 2021. Unaudited Pro Forma Summary of Operations The accompanying unaudited pro forma summary represents the consolidated results of operations as if the 2020 acquisitions of Wheels Up Private Jets LLC and Gama Aviation LLC (“Gama”) had been completed as of January 1, 2020, and the 2021 acquisition of Mountain Aviation had been completed as of January 1, 2020. The unaudited pro forma financial results for 2021 reflect the results for the three and nine months ended September 30, 2021, as well as the effects of pro forma adjustments for the transaction in 2021. The unaudited pro forma financial information includes the accounting effects of the acquisition, including adjustments to the amortization of intangible assets, and professional fees associated with the transaction. The pro forma results were based on estimates and assumptions, which we believe are reasonable. The unaudited pro forma summary does not necessarily reflect the actual results that would have been achieved had the companies been combined during the periods presented, nor is it necessarily indicative of future consolidated results (in thousands, except per share data). Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Net revenue $ 301,978 $ 226,266 $ 851,330 $ 616,894 Net income (loss) $ (59,455) $ 19,081 $ (121,564) $ (55,652) Net income (loss) attributable to Wheels Up Experience Inc. $ (58,617) $ 17,560 $ (115,401) $ (51,372) Net income (loss) per share $ (0.25) $ 0.11 $ (0.60) $ (0.32) |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS Goodwill The change in the carrying value of goodwill for the nine months ended September 30, 2021, was as follows (in thousands): Balance as of December 31, 2020 $ 400,160 Acquisition of Mountain Aviation 37,021 Balance as of September 30, 2021 $ 437,181 Intangible Assets The gross carrying value, accumulated amortization and net carrying value of intangible assets consisted of the following (in thousands): September 30, 2021 Gross Carrying Accumulated Amortization Net Carrying Status $ 80,000 $ 13,644 $ 66,356 Customer relationships 74,600 12,478 62,122 Non-competition agreement 210 181 29 Trade name 14,230 4,739 9,491 Developed technology 19,545 5,675 13,870 Leasehold interest - favorable 600 52 548 Total $ 189,185 $ 36,769 $ 152,416 December 31, 2020 Gross Carrying Accumulated Amortization Net Carrying Status $ 80,000 $ 7,645 $ 72,355 Customer relationships 70,000 6,609 63,391 Non-competition agreement 100 100 — Trade name 13,900 2,487 11,413 Developed technology 19,545 3,559 15,986 Leasehold interest - favorable 600 35 565 Total $ 184,145 $ 20,435 $ 163,710 Amortization expense of intangible assets was $5.4 million and $16.0 million for the three and nine months ended September 30, 2021, respectively, and $5.2 million and $14.4 million for the three and nine months ended September 30, 2020, respectively. Intangible Liabilities The gross carrying value, accumulated amortization and net carrying value of intangible liabilities consisted of the following (in thousands): September 30, 2021 Gross Carrying Accumulated Amortization Net Carrying Intangible liabilities $ 20,000 $ 3,417 $ 16,583 December 31, 2020 Gross Carrying Accumulated Amortization Net Carrying Intangible liabilities $ 20,000 $ 1,917 $ 18,083 Amortization of intangible liabilities, which reduces amortization expense was $0.5 million and $1.5 million for the three and nine months ended September 30, 2021, respectively, and $0.5 million and $1.4 million for the three and nine months ended September 30, 2020, respectively. Future amortization expense of intangible assets and intangible liabilities held as of September 30, 2021 are as follows (in thousands): Year ending December 31, Intangible Assets Intangible Liabilities 2021 $ 5,450 $ 500 2022 20,124 2,000 2023 19,864 2,000 2024 19,701 2,000 2025 19,288 2,000 Thereafter 67,989 8,083 Total $ 152,416 $ 16,583 |
CASH, CASH EQUIVALENTS AND REST
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 9 Months Ended |
Sep. 30, 2021 | |
Cash and Cash Equivalents [Abstract] | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | CASH, CASH EQUIVALENTS AND RESTRICTED CASH Cash Equivalents As of September 30, 2021 and December 31, 2020, investments in money market funds recorded as cash equivalents on the condensed consolidated balance sheets were $408.1 million and $103.5 million, respectively. Interest income from cash equivalents of $7 thousand and $25 thousand were recorded in interest income in the condensed consolidated statements of operations for the three and nine months ended September 30, 2021, respectively, and $36 thousand and $0.5 million for the three and nine months ended September 30, 2020, respectively. Restricted Cash As of September 30, 2021 restricted cash on the condensed consolidated balance sheet represents amounts held by financial institutions to establish a standby letter of credit required by the lessor of certain corporate office space. As of December 31, 2020, restricted cash also included $10.0 million related to amounts held by third-party lenders to collateralize our November 2013 secured credit facility (the “1st Facility”), as amended in August 2014 to increase the availability under the 1st Facility to a total of $175.4 million (collectively, the “Amended 1st Credit Facility”). A reconciliation of cash and cash equivalents and restricted cash from the condensed consolidated balance sheets to the condensed consolidated statements of cash flows is shown below (in thousands): September 30, 2021 September 30, 2020 Cash and cash equivalents $ 535,253 $ 104,355 Restricted cash 2,177 30,484 Total $ 537,430 $ 134,839 Air Carrier Payroll Support Program On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was signed into law. The CARES Act provides aid in the form of loans, grants, tax credits, and other forms of government assistance. Specifically, the CARES Act provided the airline industry with up to $25.0 billion in grants with assurances the support was to be used exclusively for employee salaries, wages, and benefits. During 2020, Wheels Up applied for government assistance under the Payroll Support Program from the U.S. Department of the Treasury (the “Treasury”) as directed by the CARES Act. We were awarded a total grant of $76.4 million to support ongoing operations through payroll funding. For the nine months ended September 30, 2020 we received grant proceeds of $74.2 million. We utilized $51.6 million and $64.9 million of the grant proceeds to offset payroll expenses incurred for the three and nine months ended September 30, 2020, respectively, and the remaining balance was included as restricted cash to offset subsequent payroll expenses incurred during 2020. The support payments were conditioned on our agreement to refrain from conducting involuntary employee layoffs or furloughs through September 30, 2020. Other conditions include continuing essential air service as directed by the Department of Transportation (“DOT”) and certain limitations on executive compensation. Based on the amount received, we were not required to provide financial protection to the Treasury in conjunction with the payroll support obtained. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability, an exit price, in an orderly transaction between unaffiliated willing market participants on the measurement date under current market conditions. Assets and liabilities recorded at fair value are measured and classified in accordance with a three-tier fair value hierarchy based on the observability of the inputs available and activity in the markets used to measure fair value. A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Level 1 - Quoted prices, unadjusted, in active markets for identical assets or liabilities that can be accessed at the measurement date. Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 - Unobservable inputs developed using our own estimates and assumptions, which reflect those that market participants would use in pricing the asset or liability. Financial instruments that are measured at fair value on a recurring basis and their corresponding placement in the fair value hierarchy consist of the following (in thousands): September 30, 2021 Level 1 Level 2 Level 3 Fair Value Assets: Money market funds $ 408,056 $ — $ — $ 408,056 Liabilities: Warrant liability - Public Warrants 10,150 — — 10,150 Warrant liability - Private Warrants — 5,798 — 5,798 Total liabilities $ 10,150 $ 5,798 $ — $ 15,948 December 31, 2020 Level 1 Level 2 Level 3 Fair Value Assets: Money market funds $ 103,472 $ — $ — $ 103,472 The carrying amount of money market funds approximates fair value and is classified within Level 1 because we determined the fair value through quoted market prices. The Warrants were accounted for as a liability in accordance with ASC 815-40 (see Note 19). The warrant liability was measured at fair value upon assumption and on a recurring basis, with changes in fair value presented in the condensed consolidated statements of operations. As of the Closing Date and September 30, 2021, we valued the Warrants by applying the valuation technique of a Monte Carlo simulation model to reflect the redemption conditions. We used Level 1 inputs for the Public Warrants and Level 2 inputs for the Private Warrants. The Private Warrants are substantially similar to the Public Warrants, but not directly traded or quoted on an active market. The following table presents the changes in the fair value of the warrant liability (in thousands): Public Warrants Private Warrants Total Fair value as of December 31, 2020 $ — $ — $ — Assumption of Warrants in Business Combination 17,981 10,238 28,219 Change in fair value of warrant liability (7,831) (4,440) (12,271) Fair value as of September 30, 2021 $ 10,150 $ 5,798 $ 15,948 |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT On July 21, 2021, in connection with proceeds received from the Business Combination, we repaid substantially all of the outstanding principal of our long-term debt, together with all accrued and unpaid interest in the amount of $175.5 million. The principal balances of all outstanding debt, unamortized debt discounts, and unamortized deferred financing costs are as follows (in thousands): September 30, 2021 December 31, 2020 Amended 1 st Credit Facility: A-1 $ — $ 11,811 A-2 — 7,874 A-3 — 28,104 B — 8,119 2 nd Credit Facility: A — 55,450 B — 24,510 3 rd Credit Facility: A — 53,334 Promissory Notes 153 24,879 CARES Act Paycheck Protection Program Loan — — 153 214,081 Less: Unamortized debt discount — (615) Less: Unamortized deferred financing costs — (2,377) 153 211,089 Less: Current maturities of long-term debt (131) (62,678) Total $ 22 $ 148,411 Amortization expense for debt discounts and deferred financing costs of $0 and $0.6 million were recorded in interest expense in the condensed consolidated statements of operations for the three and nine months ended September 30, 2021, respectively, and $0.4 million and $1.3 million for the three and nine months ended September 30, 2020, respectively. As a result of the early payoff of our long-term debt, we recorded a $2.4 million loss on extinguishment of debt for the three and nine months ended September 30, 2021, related to the write off of unamortized debt discounts and deferred financing costs. CARES Act Paycheck Protection Program Loan Mountain Aviation applied for a loan (the “PPP Loan”), which was approved and received prior to our acquisition of the company (see Note 6). Mountain Aviation received the PPP Loan on April 14, 2020 from Zions Bancorporation N.A. dba Vectra Bank (“Vectra”) under the U.S. Small Business Administration's (“SBA’s”) Paycheck Protection Program (“PPP”) enacted as part of the CARES Act in the principal amount of $3.2 million. In connection with the acquisition, a portion of the purchase price was placed in an escrow account at Vectra, to be paid to Vectra if and to the extent the PPP Loan were not to be forgiven by the SBA under the PPP. The seller of Mountain Aviation agreed to pay any amounts owed under the PPP Loan in excess of the amount in escrow and agreed to indemnify us for any obligations we incurred under the PPP Loan to the extent not satisfied from the escrow account. The PPP loan was forgiven by the SBA on June 9, 2021 and the amount of sales proceeds held in escrow were released to the seller. Debt Covenants Our credit facilities contained certain restrictive covenants. For all periods presented, we have satisfied these covenants. Fair Value of Debt The carrying amount of our debt approximated fair value based on the interest rates currently available for debt with similar terms and remaining maturities. We utilized Level 2 inputs to determine the fair value. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal Proceedings We are party to various legal actions arising in the normal course of business. While we do not expect that the ultimate resolution of any of these pending actions will have a material effect on our condensed consolidated results of operations, financial position, or cash flows, litigation is subject to inherent uncertainties. As such, there can be no assurance that any pending legal action, which we currently believe to be immaterial, does not become material in the future. Agreements with Operators We lease certain of our owned and leased aircraft to Gama, a Federal Aviation Administration licensed and DOT registered air carrier, to operate our aircraft. Gama was a third-party independent operator through March 2, 2020, which is the date we executed a purchase agreement to acquire the business. The total amount of fees, net of lease payments from Gama, was $25.7 million from January 1, 2020 through the acquisition date and are included in cost of revenue in the condensed consolidated statements of operations for the nine months ended September 30, 2020. Brand Ambassador Program From time to time, we enter into various barter arrangements with third-parties in which there is an agreement to provide a specified amount of flight time, valued in either hours or dollars, in exchange for media advertising, marketing credits or other activities that promote brand awareness. Revenue recognized as a result of nonmonetary transactions was $1.5 million and $2.8 million for the three and nine months ended September 30, 2021, respectively, and $0.6 million and $1.8 million for the three and nine months ended September 30, 2020, respectively, while expenses included in sales and marketing in the condensed consolidated statement of operations as a result of the same barter arrangements were $1.2 million and $2.3 million, for the three and nine months ended September 30, 2021, respectively, and $0.5 million and $2.0 million for the three and nine months ended September 30, 2020, respectively. The balances for flight revenue and advertising or other marketing credits that have yet to be consumed are included in accrued expenses and prepaid expenses and other current assets on the condensed consolidated balance sheets. As of September 30, 2021 and December 31, 2020, the accrued expenses associated with these barter transactions was $2.9 million and $3.5 million, respectively, and the prepaid expenses and other current assets was $0. Sales and Use Tax Liability We regularly provide services to members in various states within the continental United States, which may create sales and use tax nexus via temporary presence, potentially requiring the payment of these taxes. We determined that there is uncertainty as to what constitutes nexus in respective states for a state to levy taxes, fees, and surcharges relating to our activity. As of September 30, 2021 and December 31, 2020, respectively, we estimate the potential exposure to such tax liability to be $7.9 million and $6.6 million, the expense for which is included in |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
LEASES | LEASES Leases primarily pertain to certain controlled aircraft, corporate headquarters, and operational facilities, including aircraft hangars, which are all accounted for as operating leases. Our leases do not contain residual value guarantees, covenants, or other associated restrictions. We have certain variable lease agreements with aircraft owners that contain payment terms based on an hourly lease rate multiplied by the number of flight hours during a month. Variable lease payments were $3.2 million and $12.1 million for the three and nine months ended September 30, 2021, respectively, and $2.7 million and $7.9 million for the three and nine months ended September 30, 2020, respectively. The components of net lease cost are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Operating lease costs $ 12,643 $ 6,043 $ 29,900 $ 15,435 Short-term lease costs 3,331 3,907 16,139 12,085 Total lease costs $ 15,974 $ 9,950 $ 46,039 $ 27,520 Costs related to leased aircraft and operational facilities were $14.4 million and $41.1 million for the three and nine months ended September 30, 2021, respectively, and $8.1 million and $22.4 million for the three and nine months ended September 30, 2020, respectively, and are included in cost of revenue in the condensed consolidated statements of operations. Costs related to leased corporate headquarters and other office space including expenses for non-lease components were $1.6 million and $4.7 million for the three and nine months ended September 30, 2021, respectively, and $1.8 million and $5.0 million for the three and nine months ended September 30, 2020, respectively, and are included in general and administrative expense in the condensed consolidated statements of operations. Supplemental cash flow information related to leases are as follows (in thousands): Nine Months Ended September 30, 2021 2020 Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows paid for operating leases $ 27,773 $ 20,072 Right-of-use assets obtained in exchange for operating lease obligations $ 62,856 $ 51,519 Supplemental balance sheet information related to leases are as follows: September 30, 2021 December 31, 2020 Weighted-average remaining lease term (in years): Operating leases 6.5 7.5 Weighted-average discount rate: Operating leases 9.5 % 9.5 % Maturities of lease liabilities, as of September 30, 2021, are as follows (in thousands): Year ending December 31, Operating Leases 2021 $ 9,991 2022 36,555 2023 30,948 2024 19,356 2025 14,695 Thereafter 51,498 Total lease payments 163,043 Less: Imputed interest (43,641) Total lease obligations $ 119,402 |
EQUITY
EQUITY | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
EQUITY | EQUITY Pursuant to the Wheels Up Experience Inc. certificate of incorporation, which was filed on June 23, 2021, we are authorized to issue 2,500,000,000 shares of Class A common stock, with a par value of $0.0001 per share, and 25,000,000 shares of preferred stock, par value $0.0001 per share. Holders of Class A common stock are entitled to one vote per each share.In January 2021, WUP issued common interests that, following conversion in the Business Combination, represented 3,968,900 common shares issued at $7.60 per share as part of the acquisition of Mountain Aviation (see Note 6). |
EQUITY-BASED COMPENSATION
EQUITY-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
EQUITY-BASED COMPENSATION | EQUITY-BASED COMPENSATION Currently, we have the following nine equity-based compensation plans that were approved by the board of directors of WUP prior to the Business Combination, Wheels Up Partners Holdings LLC Equity Incentive Plan (“'MIP Plan”), Wheels Up Partners Holdings LLC Equity Incentive Plan II (“MIP Plan II”); Wheels Up Partners Holdings LLC Equity Incentive Plan III (“MIP Plan III”); Wheels Up Partners Holdings LLC Equity Incentive Plan IV (“MIP Plan IV”); and Wheels Up Partners Holdings LLC Equity Incentive Plan V (“MIP Plan V”); Wheels Up Partners Holdings LLC Equity Incentive Plan VI (“MIP Plan VI”); Wheels Up Partners Holdings LLC Equity Incentive Plan VII (“MIP Plan VII”) and Wheels Up Partners Holdings LLC Equity Incentive Plan VIII (“MIP Plan VIII”); which collectively constitute the management incentive plan and the Wheels Up Partners Holdings LLC Option Plan, which is the WUP stock option plan. As of September 30, 2021, no grants can be made under the WUP management incentive plan or the WUP stock option plan. In connection with the Business Combination, the board of directors (the “Board”) of Wheels Up adopted the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan (the “2021 LTIP Plan”), for employees, consultants and other qualified persons. The 2021 LTIP Plan provides for the grant of incentive options, nonstatutory options, restricted stock, RSUs, rights, dividend equivalents, other stock-based awards, performance awards, cash awards or any combination of the foregoing. As of the Closing Date, the Board granted accelerated vesting of 18 months on all outstanding equity-based compensation awards in connection with the Business Combination. This modification to our awards resulted in the acceleration of all remaining compensation cost due to a shorter requisite service period as compared to the original award. There was no change to the fair value or incremental compensation cost incurred. Management Incentive Plan As of September 30, 2021, the Board had authorized and issued an aggregate of 31.3 million profits interests under the WUP management incentive plan. The following table summarizes the profits interests activity under the WUP management incentive plan as of September 30, 2021: Number of Weighted-Average Grant (in thousands) Outstanding profits interests as of January 1, 2021 29,111 $ 0.42 Granted — — Exercised (206) 0.74 Expired/forfeited — — Outstanding profits interests as of September 30, 2021 28,905 $ 0.42 The weighted-average remaining contractual term as of September 30, 2021 for profits interests outstanding was approximately 9.8 years. The following table summarizes the status of non-vested profits interests as of September 30, 2021: Number of Weighted-Average Grant (in thousands) Non-vested profits interests as of January 1, 2021 12,619 $ 0.29 Granted — Vested (7,886) 0.25 Forfeited — — Non-vested profits interests as of September 30, 2021 4,733 $ 0.35 The total unrecognized compensation cost related to non-vested profits interests was $1.7 million as of September 30, 2021 and is expected to be recognized over a weighted-average period of 1.4 years. The total fair value of vested profits interests amounted to $2.0 million for the nine months ended September 30, 2021. As of September 30, 2021, under MIP Plan VII, the Board authorized and issued to certain Wheels Up employees an aggregate of 4.7 million restricted interests under the WUP management incentive plan. The following table summarizes the restricted interests activity under the WUP management incentive plan as of September 30, 2021: Number of Weighted-Average Grant (in thousands) Non-vested and outstanding restricted interests as of January 1, 2021 4,662 $ 3.98 Granted — — Vested — — Expired/forfeited — — Non-vested and outstanding restricted interests as of September 30, 2021 4,662 $ 3.98 The weighted-average remaining contractual term as of September 30, 2021 for restricted interests outstanding was approximately 8.3 years. The total unrecognized compensation cost related to non-vested restricted interests was $5.9 million as of September 30, 2021. Restricted interests are time and performance-based awards that vest with a change in control or initial public offering. As a result, we started recording compensation cost for restricted interests on the Closing Date. The restricted interests granted vest when both of the following conditions exist: (i) ratably over a four-year service period and (ii) upon the first to occur of (A) a change of control and (B) the later to occur of (1) six months after an initial public offering and (2) 30 days after the expiration of any applicable lock-up period in connection with an initial public offering. Stock Option Plan As of September 30, 2021, the number of stock options authorized and issued in aggregate under the stock option plan was 17.5 million. The following table summarizes the activity under the stock option plan as of September 30, 2021: Number of Weighted- Weighted-Average Grant (in thousands) Outstanding stock options as of January 1, 2021 16,284 $ 7.51 $ 1.17 Granted 921 10.00 3.54 Exercised (230) 7.19 0.78 Expired/forfeited (49) 7.19 0.67 Outstanding stock options as of September 30, 2021 16,926 $ 7.65 $ 1.31 Exercisable stock options as of September 30, 2021 11,747 $ 7.39 $ 1.03 The aggregate intrinsic value as of September 30, 2021 for stock options that were outstanding and exercisable was $0.1 million. The weighted-average remaining contractual term as of September 30, 2021 for stock options that were outstanding and exercisable was approximately 8.0 years and 7.7 years, respectively. The following table summarizes the status of non-vested stock options as of September 30, 2021: Number of Stock Weighted-Average Grant (in thousands) Non-vested stock options as of January 1, 2021 10,987 $ 1.41 Granted 921 3.54 Vested (6,681) 1.29 Forfeited (48) 0.67 Non-vested stock options as of September 30, 2021 5,179 $ 1.94 The total unrecognized compensation cost related to non-vested stock options was $9.6 million as of September 30, 2021 and is expected to be recognized over a weighted-average period of 2.0 years. The total fair value of stock options vested approximated $8.6 million for the nine months ended September 30, 2021. LTIP Plan As of September 30, 2021, the Board authorized an aggregate of 27.3 million shares for issuance under the 2021 LTIP Plan and 5.9 million RSUs were outstanding. The following table summarizes the activity under the 2021 LTIP Plan related to RSUs as of September 30, 2021: Number of RSUs Weighted-Average Grant (in thousands) Non-vested and outstanding RSUs as of January 1, 2021 — $ — Granted 5,856 7.48 Vested — — Forfeited — — Non-vested and outstanding RSUs as of September 30, 2021 5,856 $ 7.48 The total unrecognized compensation cost related to non-vested RSUs was $43.2 million as of September 30, 2021 and is expected to be recognized over a weighted-average period of 2.9 years. Equity-Based Compensation Expense Compensation expense for profits interests recognized in the condensed consolidated statements of operations was $1.0 million and $1.5 million for the three and nine months ended September 30, 2021, respectively, and $0.3 million and $0.8 million for the three and nine months ended September 30, 2020, respectively. Compensation expense for restricted interests recognized in the condensed consolidated statements of operations was $12.6 million for the three and nine months ended September 30, 2021 and $0 for the three and nine months ended September 30, 2020. Compensation expense for stock options recognized in the condensed consolidated statements of operations was $5.4 million and $7.7 million for the three and nine months ended September 30, 2021, respectively, and $0.9 million and $1.7 million for the three and nine months ended September 30, 2020, respectively. Compensation expense for RSUs recognized in the condensed consolidated statements of operations was $0.6 million for the three and nine months ended September 30, 2021. The following table summarizes equity-based compensation expense recognized by condensed consolidated statement of operations line item (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cost of revenue $ 679 $ 109 $ 779 $ 226 Technology and development 619 129 806 342 Sales and marketing 2,449 261 2,901 814 General and administrative 24,159 669 26,182 1,142 Total equity-based compensation expense $ 27,906 $ 1,168 $ 30,668 $ 2,524 Earnout Shares The 9,000,000 Earnout Shares vest with the achievement of separate market conditions. One-third of the Earnout Shares will meet the market condition when the closing Class A common stock price is greater than or equal to $12.50 for any 20 trading days within a period of 30 consecutive trading days within five years of the Closing Date. An additional one-third will vest when the Class A common stock is greater than or equal to $15.00 over the same measurement period. The final one-third will vest when the Class A common stock is greater than or equal to $17.50 over the same measurement period. Earnout Shares that are attributable to WUP profits interests and restricted interests require continued employment as of the date on which each of the Earnout Share market conditions are met. In the event such Earnout Shares are forfeited, the number of shares that could be issued will be redistributed on a pro-rata basis to all other Earnout Share holders. Upon redistribution to any holder of WUP profits interests or restricted interests, such awards will be recorded as new awards. There have been no forfeitures of Earnout Shares as of September 30, 2021. The grant-date fair value of the Earnout Shares attributable to the holders of WUP profits interests and restricted interests, using a Monte Carlo simulation model, was $57.9 million and will be recognized as compensation expense on a graded vesting basis over the derived service period or shorter if the Earnout Shares vest. The derived service period began on the Closing Date and is a weighted-average period of 1.7 years. |
NON-CONTROLLING INTERESTS
NON-CONTROLLING INTERESTS | 9 Months Ended |
Sep. 30, 2021 | |
Noncontrolling Interest [Abstract] | |
NON-CONTROLLING INTERESTS | NON-CONTROLLING INTERESTS MIP LLC is a single purpose entity formed for the purpose of administering and effectuating the award of profits interests to employees, consultants, and other qualified persons. Wheels Up is the sole managing member of MIP LLC and, as a result, consolidates the financial results of MIP LLC. We record non-controlling interests representing the ownership interest in MIP LLC held by other members of MIP LLC. In connection with the Business Combination, the Seventh Amended and Restated LLC Agreement was adopted, allowing members of MIP LLC, subject to certain restrictions, to exchange their vested profits interests for cash or a corresponding number of shares of Class A common stock, at the option of Wheels Up, based on the value of such profits interests relative to their applicable participation threshold. The decision of whether to exchange profits interests for cash or Class A common stock is made solely at the discretion of Wheels Up. Accordingly, the profits interests held by MIP LLC are treated as permanent equity and changes in the ownership interest of MIP LLC are accounted for as equity transactions. Future exchanges of profits interests will reduce the amount recorded as non-controlling interests and increase additional paid-in-capital on the condensed consolidated balance sheets. The calculation of non-controlling interests is as follows: September 30, 2021 December 31, 2020 Number of LLC common units held by Wheels Up (1) 245,583,108 98.7 % 169,717,146 91.1 % Number of vested profits interests attributable to non-controlling interests (2) 3,285,315 1.3 % 16,492,865 8.9 % Total LLC common units and vested profits interests outstanding 248,868,423 100.0 % 186,210,011 100.0 % (1) LLC common units represent an equivalent ownership of Class A common stock outstanding. (2) Based on the closing price of Class A common stock on the last trading day of the period, there would be 24,173,465 LLC common units issuable upon conversion of vested and unvested profits interests outstanding as of September 30, 2021. Weighted average ownership percentages are used to allocate net income (loss) to Wheels Up and the non-controlling interest holders. The non-controlling interests weighted average ownership percentage was 1.4% and 5.1% for the three and nine months ended September 30, 2021, respectively, and 8.0% and 7.7% for the three and nine months ended September 30, 2020, respectively. |
RELATED PARTIES
RELATED PARTIES | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | RELATED PARTIES We engage in transactions with certain stockholders who are also members, ambassadors or customers. Such transactions primarily relate to their membership in the Wheels Up program, flights, and flight-related services. As of December 31, 2020, a stockholder held a portion of the debt outstanding under our credit facilities. We incurred expenses of $1.4 million and $3.2 million for the three and nine months ended September 30, 2021, respectively, and $0.6 million and $2.8 million for the three and nine months ended September 30, 2020, respectively, from transactions related to a commercial cooperation agreement with our stockholder Delta Air Lines, Inc. (“Delta”), of which $4.3 million and $3.0 million are included in accrued expenses on the condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020, respectively. In addition, we provided $0.4 million and $1.6 million of flights to certain persons currently and previously affiliated with Delta at a discount to our retail pricing for the three and nine months ended September 30, 2021, respectively, and $0.5 million and $1.4 million for the three and nine months ended September 30, 2020, respectively. Delta provided Wheels Up pilots airfare for business travel at no cost during the periods presented. We incurred expenses of $0.2 million and $0.3 million for the three and nine months ended September 30, 2021, respectively, for an aircraft leased from the company of a stockholder. We incurred expenses of $23 thousand and $69 thousand for the three and nine months ended September 30, 2021, respectively, and $23 thousand for the three and nine months ended September 30, 2020, respectively, with the company of a stockholder for consultation services on employee benefits. We incurred expenses of $0 for the three and nine months ended September 30, 2021 and $8 thousand and $29 thousand for the three and nine months ended September 30, 2020, respectively, with a company in which a Wheels Up executive and a member of the Board holds an ownership interest. We incurred expenses of $0.1 million for the three and nine months ended September 30, 2021, respectively, and $0.1 million for the three and nine months ended September 30, 2020, respectively, for an immediate family member of a Wheels Up executive and a member of the Board who was a full-time employee. Employee Loans Receivable In January 2016, a senior executive of Wheels Up borrowed $5.0 million from Wheels Up. The borrower executed an interest bearing secured promissory note with a maturity date of January 17, 2025. The interest rate on the loan is 1.8% per annum, which is payable upon the maturity date. Based on our anticipation that the Board was ultimately going to decide to forgive the senior executive loan, a full reserve was previously recorded on the amount outstanding. Prior to the effectiveness of the registration statement on Form S-4 filed by Aspirational, which the SEC declared effective on June 23, 2021, the Board forgave the senior executive loan. As of December 31, 2020, a Gama senior executive had borrowed $0.1 million that was fully repaid in January 2021. |
NET INCOME (LOSS) PER SHARE
NET INCOME (LOSS) PER SHARE | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
NET INCOME (LOSS) PER SHARE | NET INCOME (LOSS) PER SHARE The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except share data): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator: Net income (loss) attributable to Wheels Up Experience Inc. - basic and diluted $ (58,485) $ 18,909 $ (114,050) $ (47,348) Denominator: Weighted-average shares of Class A common stock outstanding - basic and diluted 235,341 165,055 191,057 161,649 Basic and diluted net income (loss) per share of Class A common stock $ (0.25) $ 0.11 $ (0.60) $ (0.29) There were no dividends declared or paid for the three and nine months ended September 30, 2021 or 2020. Basic and diluted net income (loss) per share were computed using the two-class method. The two-class method is an allocation formula that determines earnings or loss per share for common stock and any participating securities according to dividends declared (whether paid or unpaid) and participation rights in undistributed earnings or losses. Shares of unvested restricted stock are considered participating securities because these awards contain a non-forfeitable right to participate equally in any dividends prior to forfeiture of the restricted stock, if any, irrespective of whether the awards ultimately vest. WUP restricted interests were converted into shares of restricted stock as of the Closing Date (see Note 3). All issued and outstanding shares of restricted stock, whether vested or unvested, are included in the weighted-average shares of Class A common stock outstanding beginning on the Closing Date. Profits interests held by other members of MIP LLC, which comprise the non-controlling interests (see Note 15), are not subject to the net income (loss) per share calculation until such time the vested profits interests are actually exchanged for shares of Class A common stock. The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Warrants 10,870,308 — 3,623,436 — Earnout Shares 7,813,187 — 2,604,396 — RSUs 836,499 — 279,858 — Stock options 16,879,379 11,153,335 16,463,474 10,494,947 Total anti-dilutive securities 36,399,373 11,153,335 22,971,164 10,494,947 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXESWe are subject to U.S. federal, state and local income taxes with respect to our allocable share of any taxable income or loss of Wheels Up Partners Holdings LLC, as well as any standalone income or loss Wheels Up generates. Wheels Up Partners Holdings LLC is treated as a partnership for U.S. federal and most applicable state and local income tax purposes and generally does not pay income taxes in most jurisdictions. Instead, any taxable income or loss generated by Wheels Up Partners Holdings LLC is passed through to and included in the taxable income or loss of its members, including Wheels Up. We recorded income tax expense of $0 for the three and nine months ended September 30, 2021 and September 30, 2020. The effective tax rate was 0.0% for the three and nine months ended September 30, 2021 and September 30, 2020. Our effective tax rate for the three months and nine months ended September 30, 2021 differs from the federal statutory rate of 21% primarily due to a full valuation allowance against our net deferred tax assets where it is more likely than not that the deferred tax assets will not be realized. For the periods prior to the Business Combination, there is no income tax expense recorded as Wheels Up Partners Holdings LLC, as a partnership, is not subject to U.S. federal and most applicable state and local income taxes. We evaluate the realizability of our deferred tax assets on a quarterly basis and establish valuation allowances when it is more likely than not that all or a portion of its deferred tax assets may not be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, and tax-planning strategies. As of September 30, 2021, we concluded, based on the weight of all available positive and negative evidence, that it is more likely than not that the deferred assets will not be realized. Accordingly, a full valuation allowance has been established. |
WARRANTS
WARRANTS | 9 Months Ended |
Sep. 30, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
WARRANTS | WARRANTS Prior to the Business Combination, Aspirational issued 7,991,544 Public Warrants and 4,529,950 Private Warrants. Upon the Closing Date, Wheels Up assumed the Warrants. Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. The Warrants become exercisable on the later of (a) 30 days after the completion of the Business Combination and (b) 12 months from the closing of the Aspirational initial public offering on September 25, 2020, and expire five years from the completion of the Business Combination or earlier upon redemption or liquidation. Redemption of Warrants when the price of Class A common stock equals or exceeds $18.00: Once the Warrants become exercisable, Wheels Up may redeem the outstanding Warrants (except as described below with respect to the Private Warrants): • in whole and not in part; • at a price of $0.01 per Warrant; • upon a minimum of 30 days’ prior written notice of redemption to each Warrant holder; and • if, and only if, the last reported Class A common stock sales price for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which Wheels Up sends the notice of redemption to the Warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). Redemption of warrants when the price of Class A common stock equals or exceeds $10.00: Once the Warrants become exercisable, Wheels Up may redeem the outstanding Warrants: • in whole and not in part; • at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of Class A common stock; • if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and • if the Reference Value is less than $18.00 per share (as adjusted), the Private Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants. The exercise price and number of shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of shares at a price below its exercise price. Additionally, in no event will Wheels Up be required to net cash settle the Public Warrants. The Private Warrants are identical to the Public Warrants underlying the units sold in the Aspirational Initial Public Offering, except that the Private Warrants and the Class A common stock issuable upon the exercise of the Private Warrants were not transferable, assignable or salable until 30 days after the completion of the Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by Wheels Up and exercisable by such holders on the same basis as the Public Warrants. In connection with the Business Combination, we filed a Registration Statement on Form S-1 that was declared effective by the SEC on August 24, 2021. This Registration Statement relates to the issuance of an aggregate of 12,521,494 shares of Class A common stock underlying the Warrants. As of September 30, 2021, there have not been any Warrants exercised and 12,521,494 remain outstanding. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the Warrants. In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of ordinary shares, all holders of the Warrants would be entitled to receive cash for their Warrants (the “Tender Offer Provision”). |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTSWe evaluated events occurring subsequent to September 30, 2021, through November 10, 2021, the date on which the condensed consolidated financial statements were issued, for potential recognition and disclosure in the condensed consolidated financial statements. The following summarizes the subsequent events that require disclosure:In October 2021, Wheels Up began entering into long-term contracts with certain third-party aircraft operators for access to a minimum number of aircraft and hours per month from these operators for a period in excess of a year. Deposits have been paid to these operators totaling $33.5 million as of the date hereof. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The unaudited interim condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the condensed consolidated balance sheet at December 31, 2020 has been derived from the audited consolidated financial statements at that date, but certain notes or other information that are normally required by U.S. GAAP have been omitted if they substantially duplicate the disclosures contained in our annual audited consolidated financial statements. The condensed consolidated financial statements include the accounts of Wheels Up Experience Inc. and its wholly-owned subsidiaries. We consolidate Wheels Up Partners MIP LLC (“MIP LLC”) and record the profits interests held in MIP LLC that Wheels Up does not own as non-controlling interests (see Note 15). All intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of EstimatesPreparing the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates due to risks and uncertainties, including uncertainty in the current economic environment due to SARS-CoV-2 or COVID-19, and any evolutions thereof (“COVID-19”). The most significant estimates include, but are not limited to, the useful lives and residual values of purchased aircraft, the fair value of financial assets and liabilities, acquired intangible assets, goodwill, contingent consideration, and other assets and liabilities, sales and use tax, the estimated life of member relationships, the determination of the allowance for credit losses, impairment assessments, and the incremental borrowing rate for leases. |
Warrant Liability | Warrant Liability We determine if warrants are equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether warrants meet all of the requirements for equity classification under ASC 815, including whether warrants are indexed to our common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, warrants are required to be recorded as a liability at their fair value on date of issuance and each balance sheet date thereafter. Changes in the estimated fair value of warrants are recognized as an unrealized gain or loss. |
Income Taxes | Income Taxes We account for income taxes using the asset and liability method. Deferred tax assets and liabilities reflect the expected future consequences of temporary differences between the financial reporting and tax bases of assets and liabilities as well as operating losses, capital losses, and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates that are expected to be in effect when these differences are anticipated to reverse. Management makes estimates, assumptions, and judgments to determine our provision for income taxes, deferred tax assets and liabilities, and any valuation allowance recorded against deferred tax assets. We assess the likelihood that our deferred tax assets will be recovered from future taxable income and, to the extent we believe, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, we establish a valuation allowance. We recognize the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Interest and penalties related to unrecognized tax benefits are recognized within income tax expense. |
Net Loss per Share | Net Income (Loss) per ShareBasic net income (loss) per share is computed by dividing net income (loss) attributable to Wheels Up by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed based on the weighted average number of common shares outstanding plus the effect of dilutive potential common shares outstanding during the period. During the periods when there is a net loss, potentially dilutive common shares are excluded from the calculation of diluted net loss per share as their effect is anti-dilutive. |
Deferred Offering Costs | Deferred Offering Costs We capitalized certain legal, accounting and other direct third-party costs related to the Business Combination. Deferred offering costs were included as an asset on the condensed consolidated balance sheets and were deferred until the Closing Date, at which time they were deducted from additional paid-in capital of the combined business. |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior years’ condensed consolidated financial statements to conform to the current year presentation. |
Adopted Accounting Pronouncements | Adopted Accounting Pronouncements In December 2019, the FASB issued accounting standards update (“ASU”) 2019-12, Simplifying the Accounting for Income Taxes (ASC 740) . This standard simplifies the accounting for income taxes by (i) eliminating certain exceptions within ASC 740 and (ii) clarifying and amending the existing guidance to enable consistent application of ASC 740. We adopted ASU 2019-12 on January 1, 2021. This adoption did not have a material impact on our consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting (ASC 848) . The FASB issued a subsequent amendment to the initial guidance in January 2021 with ASU 2021-01. This standard provides temporary optional expedients and exceptions to accounting guidance on contract modifications and hedge accounting to ease financial reporting burdens as the market transitions from the London Interbank Offered Rate and other interbank offered rates to alternative reference rates. The guidance was effective upon issuance and generally can be applied through December 31, 2022. This adoption did not have a material impact on our consolidated financial statements. |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property and equipment consist of the following (in thousands): September 30, December 31, 2020 Aircraft $ 475,769 $ 473,509 Software development costs 32,129 22,414 Leasehold improvements 11,703 9,560 Computer equipment 2,147 1,846 Buildings and improvements 1,424 1,424 Furniture and fixtures 1,959 1,321 Tooling 2,890 1,296 Vehicles 800 597 528,821 511,967 Less: Accumulated depreciation and amortization (214,835) (188,877) Total $ 313,986 $ 323,090 |
REVENUE (Tables)
REVENUE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table disaggregates revenue by service type and the timing of when these services are provided to the member or customer (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Services transferred at a point in time: Flights, net of discounts and fees $ 218,360 $ 140,280 $ 621,494 $ 343,571 Aircraft management 55,388 36,107 151,405 87,737 Other 6,679 2,313 16,418 6,609 Services transferred over time: Memberships 17,982 13,345 49,144 39,787 Aircraft management 2,617 2,295 7,435 5,679 Other 952 441 3,319 1,825 Total $ 301,978 $ 194,781 $ 849,215 $ 485,208 |
Contract with Customer, Contract Asset, Contract Liability, and Receivable | Deferred revenue consists of the following (in thousands): September 30, 2021 December 31, 2020 Flights - Prepaid Blocks and jet cards $ 538,695 $ 609,490 Memberships - annual dues 36,771 32,016 Memberships - initiation fees 4,034 3,870 Flights - credits 6,780 7,291 Other 987 411 Deferred revenue - total 587,267 653,078 Less: Deferred revenue - current (585,319) (651,096) Deferred revenue - non-current $ 1,948 $ 1,982 Changes in deferred revenue for the nine months ended September 30, 2021 were as follows (in thousands): Deferred revenue - beginning balance $ 653,078 Amounts deferred during the period 611,985 Revenue recognized from amounts included in the deferred revenue beginning balance (368,922) Revenue from current period sales (308,874) Deferred revenue - ending balance $ 587,267 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | As of the date of acquisition, the total preliminary purchase price allocated to the Mountain Aviation assets acquired and liabilities assumed according to their estimated fair values were as follows (in thousands): Current assets $ 32,884 Property and equipment 741 Intangible assets 5,040 Goodwill 37,021 Other assets 45,874 Total assets acquired 121,560 Total liabilities assumed (81,388) Net assets acquired $ 40,172 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The amounts allocated to acquired intangible assets and their associated weighted-average amortization periods, were determined based on the period the assets are expected to contribute directly or indirectly to our cash flows, consists of the following: Amount Weighted-Average Amortization Period Customer relationships $ 4,600 6.0 Trade name 330 1.0 Non-competition agreement 110 1.0 Total acquired intangible assets $ 5,040 5.8 |
Business Acquisition, Pro Forma Information | Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Net revenue $ 301,978 $ 226,266 $ 851,330 $ 616,894 Net income (loss) $ (59,455) $ 19,081 $ (121,564) $ (55,652) Net income (loss) attributable to Wheels Up Experience Inc. $ (58,617) $ 17,560 $ (115,401) $ (51,372) Net income (loss) per share $ (0.25) $ 0.11 $ (0.60) $ (0.32) |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The change in the carrying value of goodwill for the nine months ended September 30, 2021, was as follows (in thousands): Balance as of December 31, 2020 $ 400,160 Acquisition of Mountain Aviation 37,021 Balance as of September 30, 2021 $ 437,181 |
Schedule of Finite-Lived Intangible Assets | The gross carrying value, accumulated amortization and net carrying value of intangible assets consisted of the following (in thousands): September 30, 2021 Gross Carrying Accumulated Amortization Net Carrying Status $ 80,000 $ 13,644 $ 66,356 Customer relationships 74,600 12,478 62,122 Non-competition agreement 210 181 29 Trade name 14,230 4,739 9,491 Developed technology 19,545 5,675 13,870 Leasehold interest - favorable 600 52 548 Total $ 189,185 $ 36,769 $ 152,416 December 31, 2020 Gross Carrying Accumulated Amortization Net Carrying Status $ 80,000 $ 7,645 $ 72,355 Customer relationships 70,000 6,609 63,391 Non-competition agreement 100 100 — Trade name 13,900 2,487 11,413 Developed technology 19,545 3,559 15,986 Leasehold interest - favorable 600 35 565 Total $ 184,145 $ 20,435 $ 163,710 |
Schedule of Intangible Liabilities | The gross carrying value, accumulated amortization and net carrying value of intangible liabilities consisted of the following (in thousands): September 30, 2021 Gross Carrying Accumulated Amortization Net Carrying Intangible liabilities $ 20,000 $ 3,417 $ 16,583 December 31, 2020 Gross Carrying Accumulated Amortization Net Carrying Intangible liabilities $ 20,000 $ 1,917 $ 18,083 |
Schedule of Finite-Lived Intangible Assets and Liabilities, Future Amortization Expense | Future amortization expense of intangible assets and intangible liabilities held as of September 30, 2021 are as follows (in thousands): Year ending December 31, Intangible Assets Intangible Liabilities 2021 $ 5,450 $ 500 2022 20,124 2,000 2023 19,864 2,000 2024 19,701 2,000 2025 19,288 2,000 Thereafter 67,989 8,083 Total $ 152,416 $ 16,583 |
CASH, CASH EQUIVALENTS AND RE_2
CASH, CASH EQUIVALENTS AND RESTRICTED CASH (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash and Cash Equivalents | A reconciliation of cash and cash equivalents and restricted cash from the condensed consolidated balance sheets to the condensed consolidated statements of cash flows is shown below (in thousands): September 30, 2021 September 30, 2020 Cash and cash equivalents $ 535,253 $ 104,355 Restricted cash 2,177 30,484 Total $ 537,430 $ 134,839 |
Restrictions on Cash and Cash Equivalents | A reconciliation of cash and cash equivalents and restricted cash from the condensed consolidated balance sheets to the condensed consolidated statements of cash flows is shown below (in thousands): September 30, 2021 September 30, 2020 Cash and cash equivalents $ 535,253 $ 104,355 Restricted cash 2,177 30,484 Total $ 537,430 $ 134,839 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis | Financial instruments that are measured at fair value on a recurring basis and their corresponding placement in the fair value hierarchy consist of the following (in thousands): September 30, 2021 Level 1 Level 2 Level 3 Fair Value Assets: Money market funds $ 408,056 $ — $ — $ 408,056 Liabilities: Warrant liability - Public Warrants 10,150 — — 10,150 Warrant liability - Private Warrants — 5,798 — 5,798 Total liabilities $ 10,150 $ 5,798 $ — $ 15,948 December 31, 2020 Level 1 Level 2 Level 3 Fair Value Assets: Money market funds $ 103,472 $ — $ — $ 103,472 |
Fair Value, Warrant Liabilities | The following table presents the changes in the fair value of the warrant liability (in thousands): Public Warrants Private Warrants Total Fair value as of December 31, 2020 $ — $ — $ — Assumption of Warrants in Business Combination 17,981 10,238 28,219 Change in fair value of warrant liability (7,831) (4,440) (12,271) Fair value as of September 30, 2021 $ 10,150 $ 5,798 $ 15,948 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The principal balances of all outstanding debt, unamortized debt discounts, and unamortized deferred financing costs are as follows (in thousands): September 30, 2021 December 31, 2020 Amended 1 st Credit Facility: A-1 $ — $ 11,811 A-2 — 7,874 A-3 — 28,104 B — 8,119 2 nd Credit Facility: A — 55,450 B — 24,510 3 rd Credit Facility: A — 53,334 Promissory Notes 153 24,879 CARES Act Paycheck Protection Program Loan — — 153 214,081 Less: Unamortized debt discount — (615) Less: Unamortized deferred financing costs — (2,377) 153 211,089 Less: Current maturities of long-term debt (131) (62,678) Total $ 22 $ 148,411 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Lease, Cost | The components of net lease cost are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Operating lease costs $ 12,643 $ 6,043 $ 29,900 $ 15,435 Short-term lease costs 3,331 3,907 16,139 12,085 Total lease costs $ 15,974 $ 9,950 $ 46,039 $ 27,520 Supplemental cash flow information related to leases are as follows (in thousands): Nine Months Ended September 30, 2021 2020 Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows paid for operating leases $ 27,773 $ 20,072 Right-of-use assets obtained in exchange for operating lease obligations $ 62,856 $ 51,519 Supplemental balance sheet information related to leases are as follows: September 30, 2021 December 31, 2020 Weighted-average remaining lease term (in years): Operating leases 6.5 7.5 Weighted-average discount rate: Operating leases 9.5 % 9.5 % |
Lessee, Operating Lease, Liability, Maturity | Maturities of lease liabilities, as of September 30, 2021, are as follows (in thousands): Year ending December 31, Operating Leases 2021 $ 9,991 2022 36,555 2023 30,948 2024 19,356 2025 14,695 Thereafter 51,498 Total lease payments 163,043 Less: Imputed interest (43,641) Total lease obligations $ 119,402 |
EQUITY-BASED COMPENSATION (Tabl
EQUITY-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Shared-based Payment Arrangement, Profits Interests, Activity | The following table summarizes the profits interests activity under the WUP management incentive plan as of September 30, 2021: Number of Weighted-Average Grant (in thousands) Outstanding profits interests as of January 1, 2021 29,111 $ 0.42 Granted — — Exercised (206) 0.74 Expired/forfeited — — Outstanding profits interests as of September 30, 2021 28,905 $ 0.42 |
Schedule Of Nonvested Profit Interests Activity | The following table summarizes the status of non-vested profits interests as of September 30, 2021: Number of Weighted-Average Grant (in thousands) Non-vested profits interests as of January 1, 2021 12,619 $ 0.29 Granted — Vested (7,886) 0.25 Forfeited — — Non-vested profits interests as of September 30, 2021 4,733 $ 0.35 |
Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity | The following table summarizes the restricted interests activity under the WUP management incentive plan as of September 30, 2021: Number of Weighted-Average Grant (in thousands) Non-vested and outstanding restricted interests as of January 1, 2021 4,662 $ 3.98 Granted — — Vested — — Expired/forfeited — — Non-vested and outstanding restricted interests as of September 30, 2021 4,662 $ 3.98 |
Share-based Payment Arrangement, Option, Activity | The following table summarizes the activity under the stock option plan as of September 30, 2021: Number of Weighted- Weighted-Average Grant (in thousands) Outstanding stock options as of January 1, 2021 16,284 $ 7.51 $ 1.17 Granted 921 10.00 3.54 Exercised (230) 7.19 0.78 Expired/forfeited (49) 7.19 0.67 Outstanding stock options as of September 30, 2021 16,926 $ 7.65 $ 1.31 Exercisable stock options as of September 30, 2021 11,747 $ 7.39 $ 1.03 |
Schedule of Nonvested Share Activity | The following table summarizes the status of non-vested stock options as of September 30, 2021: Number of Stock Weighted-Average Grant (in thousands) Non-vested stock options as of January 1, 2021 10,987 $ 1.41 Granted 921 3.54 Vested (6,681) 1.29 Forfeited (48) 0.67 Non-vested stock options as of September 30, 2021 5,179 $ 1.94 |
Share-based Payment Arrangement, Restricted Stock Unit, Activity | The following table summarizes the activity under the 2021 LTIP Plan related to RSUs as of September 30, 2021: Number of RSUs Weighted-Average Grant (in thousands) Non-vested and outstanding RSUs as of January 1, 2021 — $ — Granted 5,856 7.48 Vested — — Forfeited — — Non-vested and outstanding RSUs as of September 30, 2021 5,856 $ 7.48 |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | The following table summarizes equity-based compensation expense recognized by condensed consolidated statement of operations line item (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cost of revenue $ 679 $ 109 $ 779 $ 226 Technology and development 619 129 806 342 Sales and marketing 2,449 261 2,901 814 General and administrative 24,159 669 26,182 1,142 Total equity-based compensation expense $ 27,906 $ 1,168 $ 30,668 $ 2,524 |
NON-CONTROLLING INTERESTS (Tabl
NON-CONTROLLING INTERESTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | The calculation of non-controlling interests is as follows: September 30, 2021 December 31, 2020 Number of LLC common units held by Wheels Up (1) 245,583,108 98.7 % 169,717,146 91.1 % Number of vested profits interests attributable to non-controlling interests (2) 3,285,315 1.3 % 16,492,865 8.9 % Total LLC common units and vested profits interests outstanding 248,868,423 100.0 % 186,210,011 100.0 % (1) LLC common units represent an equivalent ownership of Class A common stock outstanding. |
NET INCOME (LOSS) PER SHARE (Ta
NET INCOME (LOSS) PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except share data): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator: Net income (loss) attributable to Wheels Up Experience Inc. - basic and diluted $ (58,485) $ 18,909 $ (114,050) $ (47,348) Denominator: Weighted-average shares of Class A common stock outstanding - basic and diluted 235,341 165,055 191,057 161,649 Basic and diluted net income (loss) per share of Class A common stock $ (0.25) $ 0.11 $ (0.60) $ (0.29) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Warrants 10,870,308 — 3,623,436 — Earnout Shares 7,813,187 — 2,604,396 — RSUs 836,499 — 279,858 — Stock options 16,879,379 11,153,335 16,463,474 10,494,947 Total anti-dilutive securities 36,399,373 11,153,335 22,971,164 10,494,947 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 528,821 | $ 511,967 |
Less: Accumulated depreciation and amortization | (214,835) | (188,877) |
Total | 313,986 | 323,090 |
Aircraft | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 475,769 | 473,509 |
Software development costs | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 32,129 | 22,414 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 11,703 | 9,560 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,147 | 1,846 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,424 | 1,424 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,959 | 1,321 |
Tooling | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,890 | 1,296 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 800 | $ 597 |
PROPERTY AND EQUIPMENT - Additi
PROPERTY AND EQUIPMENT - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization | $ 8.4 | $ 10 | $ 26 | $ 31 |
Capitalized computer software, additions | 3.9 | 2.1 | 9.6 | 5.1 |
Software development costs | ||||
Property, Plant and Equipment [Line Items] | ||||
Amortization | $ 1.8 | $ 1.2 | $ 4.8 | $ 3.2 |
BUSINESS COMBINATION (Details)
BUSINESS COMBINATION (Details) $ / shares in Units, $ in Millions | Jul. 13, 2021USD ($)$ / sharesshares | Sep. 30, 2021$ / sharesshares |
Reverse Recapitalization [Line Items] | ||
Awards converted (in shares) | 29,000,000 | |
Exchange ratio | 0.4604 | |
Gross proceeds | $ | $ 656.3 | |
Transaction costs | $ | $ 70.4 | |
Common stock issued (in shares) | 55,000,000 | |
Common stock issued, price (in dollars per share) | $ / shares | $ 10 | |
Purchase price | $ | $ 550 | |
Units outstanding (in shares) | 23,974,362 | |
Number of shares of common stock contained in each unit (in shares) | 1 | |
Number of warrants contained in each unit (in shares) | 0.3333 | |
Warrants, sale price (in dollars per share) | $ / shares | $ 1.50 | |
Warrants, exercise price (in dollars per share) | $ / shares | $ 11.50 | |
Public Warrants | ||
Reverse Recapitalization [Line Items] | ||
Warrants outstanding (in shares) | 7,991,544 | |
Warrants, exercise price (in dollars per share) | $ / shares | $ 11.50 | |
Private Warrants | ||
Reverse Recapitalization [Line Items] | ||
Warrants outstanding (in shares) | 4,529,950 | |
Warrants, exercise price (in dollars per share) | $ / shares | $ 11.50 | |
Common Class A | ||
Reverse Recapitalization [Line Items] | ||
Stock converted (in shares) | 190,000,000 | |
Stock converted, conversion ratio | 1 | |
Warrants outstanding (in shares) | 12,521,494 | |
Common Class A | Share-based Payment Arrangement, Tranche One | ||
Reverse Recapitalization [Line Items] | ||
Nonvested awards, stock price milestone (in dollars per share) | $ / shares | $ 12.50 | |
Common Class A | Share-based Payment Arrangement, Tranche Two | ||
Reverse Recapitalization [Line Items] | ||
Nonvested awards, stock price milestone (in dollars per share) | $ / shares | 15 | |
Common Class A | Share-based Payment Arrangement, Tranche Three | ||
Reverse Recapitalization [Line Items] | ||
Nonvested awards, stock price milestone (in dollars per share) | $ / shares | $ 17.50 | |
Earnout Share | ||
Reverse Recapitalization [Line Items] | ||
Nonvested awards (in shares) | 9,000,000 | |
Earnout Share | Share-based Payment Arrangement, Tranche One | ||
Reverse Recapitalization [Line Items] | ||
Nonvested awards (in shares) | 3,000,000 | |
Earnout Share | Share-based Payment Arrangement, Tranche Two | ||
Reverse Recapitalization [Line Items] | ||
Nonvested awards (in shares) | 3,000,000 | |
Earnout Share | Share-based Payment Arrangement, Tranche Three | ||
Reverse Recapitalization [Line Items] | ||
Nonvested awards (in shares) | 3,000,000 | |
Earnout Share | Common Class A | ||
Reverse Recapitalization [Line Items] | ||
Trading period | 20 days | |
Consecutive trading period | 30 days | |
Expiration period | 5 years |
REVENUE (Details)
REVENUE (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 301,978 | $ 194,781 | $ 849,215 | $ 485,208 |
Transferred at Point in Time | Flights, net of discounts and fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 218,360 | 140,280 | 621,494 | 343,571 |
Transferred at Point in Time | Aircraft management | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 55,388 | 36,107 | 151,405 | 87,737 |
Transferred at Point in Time | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 6,679 | 2,313 | 16,418 | 6,609 |
Transferred over Time | Memberships | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 17,982 | 13,345 | 49,144 | 39,787 |
Transferred over Time | Aircraft management | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 2,617 | 2,295 | 7,435 | 5,679 |
Transferred over Time | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 952 | $ 441 | $ 3,319 | $ 1,825 |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||||
Discounts and incentives | $ 5,000 | $ 2,800 | $ 12,500 | $ 6,400 | |
Gross receivables from members and customers | 60,500 | 60,500 | $ 38,600 | ||
Undeposited funds | 14,000 | 14,000 | 14,100 | ||
Allowance for expected credit losses | 5,500 | 5,500 | 2,300 | ||
Revenue | 301,978 | 194,781 | 849,215 | 485,208 | |
Capitalized sales commission and referral fees | 3,400 | 100 | 7,400 | 2,200 | |
Capitalized contract cost, amortization | 2,400 | $ 200 | 5,900 | $ 3,900 | |
Prepaid Expenses and Other Current Assets | |||||
Disaggregation of Revenue [Line Items] | |||||
Capitalized contract cost, net | 6,200 | 6,200 | 5,000 | ||
Other Noncurrent Assets | |||||
Disaggregation of Revenue [Line Items] | |||||
Capitalized contract cost, net | $ 1,000 | $ 1,000 | $ 800 |
REVENUE - Performance Obligatio
REVENUE - Performance Obligation Narrative (Details) $ in Millions | Sep. 30, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 101.7 |
Revenue, remaining performance obligation, period | 3 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 393.2 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 46.3 |
Revenue, remaining performance obligation, period | 2 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 46 |
Revenue, remaining performance obligation, period | 3 years |
REVENUE - Contract Balances (De
REVENUE - Contract Balances (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Disaggregation of Revenue [Line Items] | ||
Deferred revenue | $ 587,267 | $ 653,078 |
Less: Deferred revenue - current | (585,319) | (651,096) |
Deferred revenue, non-current | 1,948 | 1,982 |
Flights - Prepaid Blocks and jet cards | ||
Disaggregation of Revenue [Line Items] | ||
Deferred revenue | 538,695 | 609,490 |
Memberships - annual dues | ||
Disaggregation of Revenue [Line Items] | ||
Deferred revenue | 36,771 | 32,016 |
Memberships - initiation fees | ||
Disaggregation of Revenue [Line Items] | ||
Deferred revenue | 4,034 | 3,870 |
Flights - credits | ||
Disaggregation of Revenue [Line Items] | ||
Deferred revenue | 6,780 | 7,291 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Deferred revenue | $ 987 | $ 411 |
REVENUE - Changes in Deferred R
REVENUE - Changes in Deferred Revenue (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Contract with Customer, Liability [Roll Forward] | |
Deferred revenue - beginning balance | $ 653,078 |
Amounts deferred during the period | 611,985 |
Revenue recognized from amounts included in the deferred revenue beginning balance | (368,922) |
Revenue from current period sales | (308,874) |
Deferred revenue - ending balance | $ 587,267 |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) - Mountain Aviation, LLC $ in Millions | Jan. 05, 2021USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) |
Business Acquisition [Line Items] | |||
Consideration transferred | $ 40.2 | ||
Equity interests issued and issuable | 30.2 | ||
Payments to acquire businesses | 10 | ||
Potential incremental cash earn-out | 15 | ||
Fair value of earn-out payment | 0 | ||
Acquisition related fees | $ 2 | ||
Cash | 17.8 | ||
Accounts receivables | 10.7 | ||
Receivables, writeoff | $ 1.5 | ||
Revenue of acquiree since acquisition date | $ 87.2 | ||
Earnings or loss of acquiree since acquisition date | $ 11.5 | ||
Goodwill, expected tax deductible percent | 0.250 |
ACQUISITIONS - Preliminary Purc
ACQUISITIONS - Preliminary Purchase Price (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jan. 05, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 437,181 | $ 400,160 | |
Mountain Aviation, LLC | |||
Business Acquisition [Line Items] | |||
Current assets | $ 32,884 | ||
Property and equipment | 741 | ||
Intangible assets | 5,040 | ||
Goodwill | 37,021 | ||
Other assets | 45,874 | ||
Total assets acquired | 121,560 | ||
Total liabilities assumed | (81,388) | ||
Net assets acquired | $ 40,172 |
ACQUISITIONS - Intangible Asset
ACQUISITIONS - Intangible Assets Acquired (Details) $ in Thousands | Jan. 05, 2021USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets acquired | $ 5,040 |
Weighted-Average Amortization Period (Years) | 5 years 9 months 18 days |
Customer relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets acquired | $ 4,600 |
Weighted-Average Amortization Period (Years) | 6 years |
Trade name | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets acquired | $ 330 |
Weighted-Average Amortization Period (Years) | 1 year |
Non-competition agreement | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets acquired | $ 110 |
Weighted-Average Amortization Period (Years) | 1 year |
ACQUISITIONS - Pro Forma Summar
ACQUISITIONS - Pro Forma Summary (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Business Combination and Asset Acquisition [Abstract] | ||||
Net revenue | $ 301,978 | $ 226,266 | $ 851,330 | $ 616,894 |
Net income (loss) | (59,455) | 19,081 | (121,564) | (55,652) |
Net income (loss) attributable to Wheels Up Experience Inc. | $ (58,617) | $ 17,560 | $ (115,401) | $ (51,372) |
Net income (loss) per share, basic (in dollars per share) | $ (0.25) | $ 0.11 | $ (0.60) | $ (0.32) |
Net income (loss) per share, diluted (in dollars per share) | $ (0.25) | $ 0.11 | $ (0.60) | $ (0.32) |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Schedule of Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 400,160 |
Goodwill, Acquired During Period | 37,021 |
Ending balance | $ 437,181 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 189,185 | $ 184,145 |
Accumulated Amortization | 36,769 | 20,435 |
Net Carrying Value | 152,416 | 163,710 |
Status | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 80,000 | 80,000 |
Accumulated Amortization | 13,644 | 7,645 |
Net Carrying Value | 66,356 | 72,355 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 74,600 | 70,000 |
Accumulated Amortization | 12,478 | 6,609 |
Net Carrying Value | 62,122 | 63,391 |
Non-competition agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 210 | 100 |
Accumulated Amortization | 181 | 100 |
Net Carrying Value | 29 | 0 |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 14,230 | 13,900 |
Accumulated Amortization | 4,739 | 2,487 |
Net Carrying Value | 9,491 | 11,413 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 19,545 | 19,545 |
Accumulated Amortization | 5,675 | 3,559 |
Net Carrying Value | 13,870 | 15,986 |
Leasehold interest - favorable | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 600 | 600 |
Accumulated Amortization | 52 | 35 |
Net Carrying Value | $ 548 | $ 565 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of Intangible Assets | $ 5.4 | $ 5.2 | $ 16 | $ 14.4 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Intangible Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Intangible liabilities, Gross Carrying Value | $ 20,000 | $ 20,000 | $ 20,000 | ||
Intangible liabilities, Accumulated Amortization | 3,417 | 3,417 | 1,917 | ||
Intangible liabilities, Net Carrying Value | 16,583 | 16,583 | $ 18,083 | ||
Amortization of intangible liabilities | $ 500 | $ 500 | $ 1,500 | $ 1,400 |
GOODWILL AND INTANGIBLE ASSET_6
GOODWILL AND INTANGIBLE ASSETS - Future Amortization (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ||
2021 | $ 5,450 | |
2022 | 20,124 | |
2023 | 19,864 | |
2024 | 19,701 | |
2025 | 19,288 | |
Thereafter | 67,989 | |
Net Carrying Value | 152,416 | $ 163,710 |
Intangible Liabilities, Amortization Expense, Maturity Schedule [Abstract] | ||
2021 | 500 | |
2022 | 2,000 | |
2023 | 2,000 | |
2024 | 2,000 | |
2025 | 2,000 | |
Thereafter | 8,083 | |
Intangible liabilities, Net Carrying Value | $ 16,583 | $ 18,083 |
CASH, CASH EQUIVALENTS AND RE_3
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Cash and Cash Equivalents [Line Items] | |||||
Cash and cash equivalents | $ 535,253 | $ 104,355 | $ 535,253 | $ 104,355 | $ 312,799 |
Interest income | 7 | 36 | 25 | 503 | |
Restricted cash, noncurrent | 2,177 | 2,177 | 12,077 | ||
Restricted cash | 2,177 | 30,484 | 2,177 | 30,484 | |
Government grant awarded | 76,400 | ||||
Proceeds of Government Grant | 74,200 | ||||
CARES Act grant | 0 | $ 51,646 | 0 | $ 64,923 | |
Line of Credit | Amended 1st Credit Facility | |||||
Cash and Cash Equivalents [Line Items] | |||||
Restricted cash, noncurrent | 10,000 | ||||
Credit facility, borrowing availability | 175,400 | ||||
Money market funds | |||||
Cash and Cash Equivalents [Line Items] | |||||
Cash and cash equivalents | 408,100 | 408,100 | $ 103,500 | ||
Cash Equivalents | |||||
Cash and Cash Equivalents [Line Items] | |||||
Interest income | $ 7 | $ 25 |
CASH, CASH EQUIVALENTS AND RE_4
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - Reconciliation of Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 535,253 | $ 312,799 | $ 104,355 | |
Restricted cash | 2,177 | 30,484 | ||
Total | $ 537,430 | $ 324,876 | $ 134,839 | $ 96,440 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 15,948 | $ 0 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 408,056 | 103,472 |
Total liabilities | 15,948 | |
Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 10,150 | 0 |
Public Warrants | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 10,150 | |
Private Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 5,798 | 0 |
Private Warrants | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 5,798 | |
Level 1 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 408,056 | 103,472 |
Total liabilities | 10,150 | |
Level 1 | Public Warrants | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 10,150 | |
Level 1 | Private Warrants | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 0 | |
Level 2 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Total liabilities | 5,798 | |
Level 2 | Public Warrants | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 0 | |
Level 2 | Private Warrants | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 5,798 | |
Level 3 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | $ 0 |
Total liabilities | 0 | |
Level 3 | Public Warrants | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 0 | |
Level 3 | Private Warrants | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 0 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Changes in the Fair Value of the Warrant Liability (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value, beginning balance | $ 0 |
Assumption of Warrants in Business Combination | 28,219 |
Change in fair value of warrant liability | (12,271) |
Fair value, ending balance | 15,948 |
Public Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value, beginning balance | 0 |
Assumption of Warrants in Business Combination | 17,981 |
Change in fair value of warrant liability | (7,831) |
Fair value, ending balance | 10,150 |
Private Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value, beginning balance | 0 |
Assumption of Warrants in Business Combination | 10,238 |
Change in fair value of warrant liability | (4,440) |
Fair value, ending balance | $ 5,798 |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 153 | $ 214,081 |
Less: Unamortized debt discount | 0 | (615) |
Less: Unamortized deferred financing costs | 0 | (2,377) |
Long-term Debt | 153 | 211,089 |
Less: Current maturities of long-term debt | (131) | (62,678) |
Total | 22 | 148,411 |
Line of Credit | Amended 1st Credit Facility A-1 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 0 | 11,811 |
Line of Credit | Amended 1st Credit Facility A-2 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 0 | 7,874 |
Line of Credit | Amended 1st Credit Facility A-3 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 0 | 28,104 |
Line of Credit | Amended 1st Credit Facility B | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 0 | 8,119 |
Line of Credit | 2nd Credit Facility A | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 0 | 55,450 |
Line of Credit | 2nd Credit Facility B | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 0 | 24,510 |
Line of Credit | 3rd Credit Facility A | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 0 | 53,334 |
Notes Payable | Promissory Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 153 | 24,879 |
Loans Payable | CARES Act Paycheck Protection Program Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 0 | $ 0 |
LONG-TERM DEBT - Additional Inf
LONG-TERM DEBT - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jul. 21, 2021 | Apr. 14, 2020 | |
Debt Instrument [Line Items] | ||||||
Accrued and unpaid interest | $ 175,500 | |||||
Amortization expense for debt discounts and deferred financing costs | $ 0 | $ 400 | $ 618 | $ 1,265 | ||
Loss on extinguishment of debt | $ 2,379 | $ 0 | $ 2,379 | $ 0 | ||
CARES Act Paycheck Protection Program Loan | Loans Payable | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 3,200 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 9 Months Ended | |||
Mar. 02, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Other Commitments [Line Items] | ||||||
Accrued expenses | $ 83,231 | $ 83,231 | $ 71,381 | |||
Sales and excise tax payable | 7,900 | 7,900 | 6,600 | |||
Prepaid expenses and other | 34,106 | 34,106 | 18,801 | |||
Brand Ambassador | ||||||
Other Commitments [Line Items] | ||||||
Gross operating revenue recognized | 1,500 | $ 600 | 2,800 | $ 1,800 | ||
Selling and marketing expense | 1,200 | $ 500 | 2,300 | $ 2,000 | ||
Accrued expenses | 2,900 | 2,900 | 3,500 | |||
Prepaid expenses and other | $ 0 | $ 0 | $ 0 | |||
Gama | ||||||
Other Commitments [Line Items] | ||||||
Operating lease expense, net of sublease income | $ 25,700 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Lessee, Lease, Description [Line Items] | ||||
Variable lease, payment | $ 3,200 | $ 2,700 | $ 12,100 | $ 7,900 |
Lease, cost | 15,974 | 9,950 | 46,039 | 27,520 |
Aircraft and Operating Facilities | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease, cost | 14,400 | 8,100 | 41,100 | 22,400 |
Corporate Headquarters and Other Office Space | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease, cost | $ 1,600 | $ 1,800 | $ 4,700 | $ 5,000 |
LEASES - Lease Costs (Details)
LEASES - Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | ||||
Operating lease costs | $ 12,643 | $ 6,043 | $ 29,900 | $ 15,435 |
Short-term lease costs | 3,331 | 3,907 | 16,139 | 12,085 |
Total lease costs | $ 15,974 | $ 9,950 | $ 46,039 | $ 27,520 |
LEASES - Cash Flow Information
LEASES - Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash paid for amounts included in the measurement of operating lease liabilities: | ||
Operating cash flows paid for operating leases | $ 27,773 | $ 20,072 |
Right-of-use assets obtained in exchange for operating lease obligations | $ 62,856 | $ 51,519 |
LEASES - Balance Sheet Informat
LEASES - Balance Sheet Information (Details) | Sep. 30, 2021 | Dec. 31, 2020 |
Weighted-average remaining lease term (in years): | ||
Operating leases | 6 years 6 months | 7 years 6 months |
Weighted-average discount rate: | ||
Operating leases | 9.50% | 9.50% |
LEASES - Maturities of Operatin
LEASES - Maturities of Operating Leases (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Leases [Abstract] | |
2021 | $ 9,991 |
2022 | 36,555 |
2023 | 30,948 |
2024 | 19,356 |
2025 | 14,695 |
Thereafter | 51,498 |
Total lease payments | 163,043 |
Less: Imputed interest | (43,641) |
Total lease obligations | $ 119,402 |
EQUITY (Details)
EQUITY (Details) | 1 Months Ended | |||
Jan. 31, 2021$ / sharesshares | Sep. 30, 2021$ / sharesshares | Jun. 23, 2021vote$ / sharesshares | Dec. 31, 2020$ / sharesshares | |
Class of Stock [Line Items] | ||||
Common stock issued (in shares) | shares | 245,583,108 | 169,717,416 | ||
Common stock par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Preferred stock issued (in shares) | shares | 25,000,000 | |||
Preferred stock par value (in dollars per share) | $ / shares | $ 0.0001 | |||
Mountain Aviation, LLC | ||||
Class of Stock [Line Items] | ||||
Business acquisition, number of shares issued | shares | 3,968,900 | |||
Business acquisition, price per share (in dollars per share) | $ / shares | $ 7.60 | |||
Common Class A | ||||
Class of Stock [Line Items] | ||||
Common stock issued (in shares) | shares | 2,500,000,000 | |||
Common stock par value (in dollars per share) | $ / shares | $ 0.0001 | |||
Voting rights per share | vote | 1 |
EQUITY-BASED COMPENSATION - Pro
EQUITY-BASED COMPENSATION - Profits Interests Activity (Details) - Profit Interests | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Non-Option Equity Instruments, Outstanding | |
Beginning balance (in shares) | shares | 29,111,000 |
Granted (in shares) | shares | 0 |
Exercised (in shares) | shares | (206,000) |
Expired and Forfeited (in shares) | shares | 0 |
Ending balance (in shares) | shares | 28,905,000 |
Outstanding Weighted Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 0.42 |
Granted (in dollars per share) | $ / shares | 0 |
Exercised (in dollars per share) | $ / shares | 0.74 |
Forfeited (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | $ 0.42 |
EQUITY-BASED COMPENSATION - Non
EQUITY-BASED COMPENSATION - Nonvested Profit Interests (Details) - Non-vested Profits Interests | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Status Of Non-vested Profit Interests | |
Beginning balance (in shares) | shares | 12,619,000 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | (7,886,000) |
Forfeited (in shares) | shares | 0 |
Ending balance (in shares) | shares | 4,733,000 |
Weighted Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 0.29 |
Granted (in dollars per share) | $ / shares | |
Vested, (in dollars per share) | $ / shares | 0.25 |
Forfeited (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | $ 0.35 |
EQUITY-BASED COMPENSATION - Res
EQUITY-BASED COMPENSATION - Restricted Interests Activity (Details) - Restricted Stock | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Non-Option Equity Instruments, Outstanding | |
Beginning balance (in shares) | shares | 4,662,000 |
Granted (in shares) | shares | 0 |
Expired and Forfeited (in shares) | shares | 0 |
Ending balance (in shares) | shares | 4,662,000 |
Weighted Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 3.98 |
Granted (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | $ 3.98 |
EQUITY-BASED COMPENSATION - N_2
EQUITY-BASED COMPENSATION - Nonvested Restricted Interests Activity (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Restricted Stock | |
Unvested Restricted Stock | |
Beginning balance (in shares) | shares | 4,662,000 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | 0 |
Expired and Forfeited (in shares) | shares | 0 |
Ending balance (in shares) | shares | 4,662,000 |
Weighted-Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ 3.98 |
Granted (in dollars per share) | 0 |
Vested, (in dollars per share) | 0 |
Expired/forfeited (in dollars per share) | 0 |
Ending balance (in dollars per share) | $ 3.98 |
Non-vested Profits Interests | |
Unvested Restricted Stock | |
Vested (in shares) | shares | (7,886,000) |
Weighted-Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ 0.29 |
Granted (in dollars per share) | |
Vested, (in dollars per share) | 0.25 |
Expired/forfeited (in dollars per share) | 0 |
Ending balance (in dollars per share) | $ 0.35 |
EQUITY-BASED COMPENSATION - Act
EQUITY-BASED COMPENSATION - Activity under the stock option plan (Details) - $ / shares | 9 Months Ended |
Sep. 30, 2021 | |
Number of Stock Options | |
Beginning balance (in shares) | 16,284,000 |
Granted (in shares) | 921,000 |
Exercised (in shares) | (230,000) |
Forfeited or Expired (in shares) | (49,000) |
Ending balance (in shares) | 16,926,000 |
Exercisable (in shares) | 11,747,000 |
Weighted- Average Exercise Price | |
Beginning balance (in dollars per share) | $ 7.51 |
Granted (in dollars per share) | 10 |
Exercised (in dollars per share) | 7.19 |
Expired/forfeited (in dollars per share) | 7.19 |
Ending balance (in dollars per share) | 7.65 |
Exercisable (in dollars per share) | 7.39 |
Weighted-Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | 1.17 |
Granted (in dollars per share) | 3.54 |
Exercised (in dollars per share) | 0.78 |
Forfeited (in dollars per share) | 0.67 |
Ending balance (in dollars per share) | 1.31 |
Exercisable (in dollars per share) | $ 1.03 |
EQUITY-BASED COMPENSATION - Sta
EQUITY-BASED COMPENSATION - Status of nonvested stock options (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Number of Stock Options | |
Beginning balance (in shares) | shares | 10,987,000 |
Granted (in shares) | shares | 921,000 |
Vested (in shares) | shares | (6,681,000) |
Forfeited (in shares) | shares | (48,000) |
Ending balance (in shares) | shares | 5,179,000 |
Weighted-Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 1.41 |
Granted (in dollars per share) | $ / shares | 3.54 |
Vested (in dollars per share) | $ / shares | 1.29 |
Expired/forfeited (in dollars per share) | $ / shares | 0.67 |
Ending balance (in dollars per share) | $ / shares | $ 1.94 |
EQUITY-BASED COMPENSATION - A_2
EQUITY-BASED COMPENSATION - Activity under the 2021 LTIP Plan related to RSUs (Details) - RSUs | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Activity Under The 2021 LTIP Plan Related To RSUs | |
Beginning balance (in shares) | shares | 0 |
Granted (in shares) | shares | 5,856,000 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Ending balance (in shares) | shares | 5,856,000 |
Weighted Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 7.48 |
Vested, (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | $ 7.48 |
EQUITY-BASED COMPENSATION - Equ
EQUITY-BASED COMPENSATION - Equity-based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total equity-based compensation expense | $ 27,906 | $ 1,168 | $ 30,668 | $ 2,524 |
Cost of revenue | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total equity-based compensation expense | 679 | 109 | 779 | 226 |
Technology and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total equity-based compensation expense | 619 | 129 | 806 | 342 |
Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total equity-based compensation expense | 2,449 | 261 | 2,901 | 814 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total equity-based compensation expense | $ 24,159 | $ 669 | $ 26,182 | $ 1,142 |
EQUITY-BASED COMPENSATION - Nar
EQUITY-BASED COMPENSATION - Narrative (Details) $ / shares in Units, $ in Thousands | Jul. 13, 2021 | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)plan$ / sharesshares | Sep. 30, 2020USD ($) | Dec. 31, 2020shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of approved plans | plan | 9 | |||||
Accelerated vesting, vesting period | 18 months | |||||
Weighted average remaining contractual term (in years) | 1 year 8 months 12 days | |||||
Aggregate intrinsic value | $ 100 | $ 100 | ||||
Unrecognized compensation cost related to non-vested stock options | 9,600 | 9,600 | ||||
Fair value of stock options vested | 8,600 | |||||
Share-based compensation expense | $ 27,906 | $ 1,168 | $ 30,668 | $ 2,524 | ||
Common Class A | Share-based Payment Arrangement, Tranche One | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Nonvested awards, stock price milestone (in dollars per share) | $ / shares | $ 12.50 | $ 12.50 | ||||
Common Class A | Share-based Payment Arrangement, Tranche Two | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Nonvested awards, stock price milestone (in dollars per share) | $ / shares | 15 | 15 | ||||
Common Class A | Share-based Payment Arrangement, Tranche Three | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Nonvested awards, stock price milestone (in dollars per share) | $ / shares | $ 17.50 | $ 17.50 | ||||
Stock Option Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares authorized (in shares) | shares | 17,500,000 | 17,500,000 | ||||
Weighted average remaining contractual term, outstanding | 8 years | |||||
Weighted average remaining contractual term, exercisable | 7 years 8 months 12 days | |||||
LTIP Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares authorized (in shares) | shares | 27,300,000 | 27,300,000 | ||||
Profit Interests Based Award | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Weighted average remaining contractual term (in years) | 9 years 9 months 18 days | |||||
Unrecognized compensation cost not yet recognized, amount | $ 1,700 | $ 1,700 | ||||
Unrecognized compensation cost not yet recognized, period for recognition | 1 year 4 months 24 days | |||||
Other than options vested in period, fair value | $ 2,000 | |||||
Share-based compensation expense | $ 1,000 | 300 | $ 1,500 | 800 | ||
Profit Interests Based Award | Management Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares authorized (in shares) | shares | 31,300,000 | 31,300,000 | ||||
Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Weighted average remaining contractual term (in years) | 8 years 3 months 18 days | |||||
Unrecognized compensation cost related to non-vested restricted interests | $ 5,900 | $ 5,900 | ||||
Service period | 4 years | |||||
Vesting conditions, period after initial public offering | 6 months | |||||
Vesting conditions, period after lock-up period | 30 days | |||||
Awards outstanding (in shares) | shares | 4,662,000 | 4,662,000 | 4,662,000 | |||
Share-based compensation expense | $ 12,600 | 0 | $ 12,600 | 0 | ||
Restricted Stock | Management Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares authorized (in shares) | shares | 4,700,000 | 4,700,000 | ||||
Stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation cost not yet recognized, period for recognition | 2 years | |||||
Share-based compensation expense | $ 5,400 | $ 900 | $ 7,700 | $ 1,700 | ||
RSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation cost not yet recognized, period for recognition | 2 years 10 months 24 days | |||||
Unrecognized compensation cost related to non-vested restricted interests | $ 43,200 | $ 43,200 | ||||
Awards outstanding (in shares) | shares | 5,900,000 | 5,900,000 | ||||
Share-based compensation expense | $ 600 | $ 600 | ||||
Nonvested awards (in shares) | shares | 5,856,000 | 5,856,000 | 0 | |||
Earnout Share | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation cost not yet recognized, period for recognition | 1 year 6 months | |||||
Unrecognized compensation cost related to non-vested restricted interests | $ 49,600 | $ 49,600 | ||||
Share-based compensation expense | $ 8,300 | $ 8,300 | ||||
Nonvested awards (in shares) | shares | 9,000,000 | 9,000,000 | ||||
Earnout Share | Share-based Payment Arrangement, Tranche One | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Nonvested awards (in shares) | shares | 3,000,000 | 3,000,000 | ||||
Earnout Share | Share-based Payment Arrangement, Tranche Two | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Nonvested awards (in shares) | shares | 3,000,000 | 3,000,000 | ||||
Earnout Share | Share-based Payment Arrangement, Tranche Three | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Nonvested awards (in shares) | shares | 3,000,000 | 3,000,000 | ||||
Profit Interest Based Award and Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | $ 57,900 |
NON-CONTROLLING INTERESTS (Deta
NON-CONTROLLING INTERESTS (Details) | Sep. 30, 2021shares | Dec. 31, 2020shares |
Noncontrolling Interest [Abstract] | ||
Number of LLC common units held by Wheels Up (in shares) | 245,583,108,000 | 169,717,146,000 |
Number of vested profits interests attributable to non-controlling interests (in shares) | 3,285,315,000 | 16,492,865,000 |
Noncontrolling Interest, Shares | 248,868,423,000 | 186,210,011,000 |
Number of LLC common units held by Wheels Up | 0.987 | 0.911 |
Number of vested profits interests attributable to non-controlling interests | 0.013 | 0.089 |
Noncontrolling Interest | 1 | 1 |
Units issuable upon conversion of vested and unvested profits interests (in shares) | 24,173,465,000 |
NON-CONTROLLING INTERESTS - Add
NON-CONTROLLING INTERESTS - Additional Information (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Noncontrolling Interest [Abstract] | ||||
Weighted average ownership percentage by parent | 0.014 | 0.080 | 0.051 | 0.077 |
RELATED PARTIES (Details)
RELATED PARTIES (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jan. 31, 2016 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||||||
Related party note receivable interest rate | 1.80% | |||||
Affiliated entity, common ownership | ||||||
Related Party Transaction [Line Items] | ||||||
Expenses with related parties | $ 0 | $ 8 | $ 0 | $ 29 | ||
Affiliated entity, family member | ||||||
Related Party Transaction [Line Items] | ||||||
Expenses with related parties | 100 | 100 | 100 | 100 | ||
Senior executive | ||||||
Related Party Transaction [Line Items] | ||||||
Note receivable from related party | $ 5,000 | $ 100 | ||||
Commercial cooperation agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Expenses with related parties | 1,400 | 600 | 3,200 | 2,800 | ||
Payable to related parties | 4,300 | 4,300 | $ 3,000 | |||
Discounted flights to affiliates | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue from related parties | 400 | 500 | 1,600 | 1,400 | ||
Aircraft leased | Stockholder | ||||||
Related Party Transaction [Line Items] | ||||||
Expenses with related parties | 200 | 300 | ||||
Consultation services on employee benefits | ||||||
Related Party Transaction [Line Items] | ||||||
Expenses with related parties | $ 23 | $ 23 | $ 69 | $ 23 |
NET INCOME (LOSS) PER SHARE (De
NET INCOME (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||
Net income (loss) attributable to Wheels Up Experience Inc. - basic | $ (58,485) | $ 18,909 | $ (114,050) | $ (47,348) |
Net income (loss) attributable to Wheels Up Experience Inc. - diluted | $ (58,485) | $ 18,909 | $ (114,050) | $ (47,348) |
Denominator: | ||||
Weighted-average shares of Class A common stock outstanding - basic (in shares) | 235,341,054 | 165,055,043 | 191,057,091 | 161,649,090 |
Weighted-average shares of Class A common stock outstanding - diluted (in shares) | 235,341,054 | 165,055,043 | 191,057,091 | 161,649,090 |
Basic net income (loss) per share of Class A common stock (in dollars per share) | $ (0.25) | $ 0.11 | $ (0.60) | $ (0.29) |
Diluted net income (loss) per share of Class A common stock (in dollars per share) | $ (0.25) | $ 0.11 | $ (0.60) | $ (0.29) |
NET INCOME (LOSS) PER SHARE - S
NET INCOME (LOSS) PER SHARE - Schedule of Antidilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 36,399,373 | 11,153,335 | 22,971,164 | 10,494,947 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 10,870,308 | 0 | 3,623,436 | 0 |
Earnout Shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 7,813,187 | 0 | 2,604,396 | 0 |
RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 836,499 | 0 | 279,858 | 0 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 16,879,379 | 11,153,335 | 16,463,474 | 10,494,947 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 0 | $ 0 | $ 0 | $ 0 |
Effective income tax rate | 0.00% | 0.00% | 0.00% | 0.00% |
WARRANTS (Details)
WARRANTS (Details) | Jul. 13, 2021$ / sharesshares | Sep. 30, 2021day$ / sharesshares |
Class of Warrant or Right [Line Items] | ||
Warrants, exercise price (in dollars per share) | $ 11.50 | |
Warrants, exercisable, period after completion of Business Combination | 30 days | |
Warrants, exercisable, period after completion of Aspirational initial public offering | 12 months | |
Warrants, expiration term | 5 years | |
Warrants, restriction period from completion of Business Combination | 30 days | |
Tender Offer Provision, percentage of warrant hold approval required | 50.00% | |
Common Class A | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding (in shares) | shares | 12,521,494 | |
Redemption Scenario One | ||
Class of Warrant or Right [Line Items] | ||
Warrants, share price redemption trigger (in dollars per share) | $ 18 | |
Warrants, redemption price (in dollars per share) | $ 0.01 | |
Warrants, redemption notice period | 30 days | |
Warrants, stock price trigger, threshold trading days | day | 20 | |
Warrants, stock price trigger, threshold consecutive trading days | 30 days | |
Redemption Scenario Two | ||
Class of Warrant or Right [Line Items] | ||
Warrants, share price redemption trigger (in dollars per share) | $ 10 | |
Warrants, redemption price (in dollars per share) | $ 0.10 | |
Warrants, redemption notice period | 30 days | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding (in shares) | shares | 7,991,544 | |
Warrants, exercise price (in dollars per share) | $ 11.50 | |
Private Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding (in shares) | shares | 4,529,950 | |
Warrants, exercise price (in dollars per share) | $ 11.50 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ in Millions | Oct. 31, 2021USD ($) |
Subsequent Event | |
Subsequent Event [Line Items] | |
Deposit assets | $ 33.5 |