Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 09, 2022 | |
Entity Information [Line Items] | ||
Document type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-04321 | |
Entity registrant name | WHEELS UP EXPERIENCE INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 98-1617611 | |
Entity Address, Address Line One | 601 West 26th Street | |
Entity Address, Address Line Two | Suite 900 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10001 | |
City Area Code | 212 | |
Local Phone Number | 257-5252 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 244,472,138 | |
Entity CIK | 0001819516 | |
Amendment Flag | false | |
Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Fiscal Year Focus | 2022 | |
Class A common stock, $0.0001 par value per share | ||
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 | |
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | ||
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 | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 426,984 | $ 784,574 |
Accounts receivable, net | 114,024 | 79,403 |
Other receivables | 12,111 | 8,061 |
Parts and supplies inventories, net | 12,355 | 9,410 |
Aircraft inventory | 30,464 | 0 |
Aircraft held for sale | 37,375 | 18,101 |
Prepaid expenses | 40,481 | 21,789 |
Other current assets | 18,144 | 11,736 |
Total current assets | 691,938 | 933,074 |
Property and equipment, net | 389,395 | 317,836 |
Operating lease right-of-use assets | 113,291 | 108,582 |
Goodwill | 528,327 | 437,398 |
Intangible assets, net | 154,666 | 146,959 |
Restricted cash | 27,432 | 2,148 |
Other non-current assets | 63,998 | 35,067 |
Total assets | 1,969,047 | 1,981,064 |
Current liabilities: | ||
Accounts payable | 61,957 | 43,672 |
Accrued expenses | 124,073 | 107,153 |
Deferred revenue, current | 1,039,279 | 933,527 |
Operating lease liabilities, current | 28,378 | 31,617 |
Intangible liabilities, current | 2,000 | 2,000 |
Other current liabilities | 16,678 | 17,068 |
Total current liabilities | 1,272,365 | 1,135,037 |
Deferred revenue, non-current | 1,793 | 1,957 |
Operating lease liabilities, non-current | 90,801 | 83,461 |
Warrant liability | 4,508 | 10,268 |
Intangible liabilities, non-current | 13,083 | 14,083 |
Other non-current liabilities | 3,741 | 30 |
Total liabilities | 1,386,291 | 1,244,836 |
Commitments and contingencies (Note 11) | ||
Equity: | ||
Class A common stock, $0.0001 par value; 2,500,000,000 authorized; 246,187,546 shares issued and 244,274,300 shares outstanding as of June 30, 2022; and 245,834,569 shares issued and outstanding as of December 31, 2021 | 25 | 25 |
Additional paid-in capital | 1,499,864 | 1,450,839 |
Accumulated deficit | (902,126) | (720,713) |
Accumulated other comprehensive loss | (8,318) | 0 |
Treasury stock, at cost, 1,913,246 and 0 shares, respectively | (6,689) | 0 |
Total Wheels Up Experience Inc. stockholders’ equity | 582,756 | 730,151 |
Non-controlling interests | 0 | 6,077 |
Total equity | 582,756 | 736,228 |
Total liabilities and equity | $ 1,969,047 | $ 1,981,064 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
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) | 246,187,546 | 245,834,569 |
Common stock outstanding (in shares) | 244,274,300 | 245,834,569 |
Treasury stock, at cost (in shares) | 1,913,246 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 425,512,000 | $ 285,580,000 | $ 751,147,000 | $ 547,237,000 |
Costs and expenses: | ||||
Cost of revenue | 408,898,000 | 255,188,000 | 741,656,000 | 489,695,000 |
Technology and development | 14,606,000 | 8,025,000 | 25,797,000 | 15,049,000 |
Sales and marketing | 33,688,000 | 17,895,000 | 56,931,000 | 33,689,000 |
General and administrative | 46,973,000 | 15,786,000 | 85,877,000 | 33,955,000 |
Depreciation and amortization | 16,134,000 | 13,482,000 | 30,362,000 | 27,313,000 |
Gain on sale of aircraft held for sale | (663,000) | 0 | (2,634,000) | 0 |
Total costs and expenses | 519,636,000 | 310,376,000 | 937,989,000 | 599,701,000 |
Loss from operations | (94,124,000) | (24,796,000) | (186,842,000) | (52,464,000) |
Other income (expense): | ||||
Change in fair value of warrant liability | 2,129,000 | 0 | 5,760,000 | 0 |
Interest income | 405,000 | 6,000 | 482,000 | 18,000 |
Interest expense | 0 | (4,164,000) | 0 | (8,721,000) |
Other expense, net | (850,000) | 0 | (880,000) | 0 |
Total other income (expense) | 1,684,000 | (4,158,000) | 5,362,000 | (8,703,000) |
Loss before income taxes | (92,440,000) | (28,954,000) | (181,480,000) | (61,167,000) |
Income tax expense | (320,000) | 0 | (320,000) | 0 |
Net loss | (92,760,000) | (28,954,000) | (181,800,000) | (61,167,000) |
Less: Net loss attributable to non-controlling interests | 0 | (2,798,000) | (387,000) | (5,602,000) |
Net loss attributable to Wheels Up Experience Inc. | $ (92,760,000) | $ (26,156,000) | $ (181,413,000) | $ (55,565,000) |
Net loss per share of Class A common stock: | ||||
Basic (in dollars per share) | $ (0.38) | $ (0.15) | $ (0.74) | $ (0.33) |
Diluted (in dollars per share) | $ (0.38) | $ (0.15) | $ (0.74) | $ (0.33) |
Weighted-average shares of Class A common stock outstanding: | ||||
Basic (in shares) | 244,086,036 | 169,023,943 | 244,347,439 | 168,935,745 |
Diluted (in shares) | 244,086,036 | 169,023,943 | 244,347,439 | 168,935,745 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (92,760) | $ (28,954) | $ (181,800) | $ (61,167) |
Other comprehensive loss: | ||||
Foreign currency translation adjustments | (8,318) | 0 | (8,318) | 0 |
Comprehensive loss | (101,078) | (28,954) | (190,118) | (61,167) |
Less: Comprehensive loss attributable to non-controlling interests | 0 | (2,798) | (387) | (5,602) |
Comprehensive loss attributable to Wheels Up Experience Inc. | $ (101,078) | $ (26,156) | $ (189,731) | $ (55,565) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Total | Class A common stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive loss | Treasury stock | Non-controlling interests |
Beginning balance (in shares) at Dec. 31, 2020 | 169,717,147 | ||||||
Beginning balance at Dec. 31, 2020 | $ 293,827 | $ 17 | $ 798,478 | $ (530,693) | $ 26,025 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Consideration issued for business combination (in shares) | 3,968,900 | ||||||
Consideration issued for business combination | 30,172 | 30,172 | |||||
Equity-based compensation | 1,414 | 1,160 | 254 | ||||
Change in non-controlling interests allocation | 0 | (2,620) | 2,620 | ||||
Net loss | (32,213) | (29,409) | (2,804) | ||||
Ending balance (in shares) at Mar. 31, 2021 | 173,686,047 | ||||||
Ending balance at Mar. 31, 2021 | 293,200 | $ 17 | 827,190 | (560,102) | 26,095 | ||
Beginning balance (in shares) at Dec. 31, 2020 | 169,717,147 | ||||||
Beginning balance at Dec. 31, 2020 | 293,827 | $ 17 | 798,478 | (530,693) | 26,025 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (61,167) | ||||||
Ending balance (in shares) at Jun. 30, 2021 | 173,686,047 | ||||||
Ending balance at Jun. 30, 2021 | 265,594 | $ 17 | 825,201 | (586,258) | 26,634 | ||
Beginning balance (in shares) at Mar. 31, 2021 | 173,686,047 | ||||||
Beginning balance at Mar. 31, 2021 | 293,200 | $ 17 | 827,190 | (560,102) | 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 loss | (28,954) | (26,156) | (2,798) | ||||
Ending balance (in shares) at Jun. 30, 2021 | 173,686,047 | ||||||
Ending balance at Jun. 30, 2021 | $ 265,594 | $ 17 | 825,201 | (586,258) | 26,634 | ||
Beginning balance (in shares) at Dec. 31, 2021 | 245,834,569 | 245,834,569 | |||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | ||||||
Beginning balance at Dec. 31, 2021 | $ 736,228 | $ 25 | 1,450,839 | (720,713) | $ 0 | $ 0 | 6,077 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Equity-based compensation | 22,554 | 13,659 | 8,895 | ||||
Change in non-controlling interests allocation | 0 | 11,743 | (11,743) | ||||
Shares withheld for employee taxes on vested equity (in shares) | 1,682,380 | ||||||
Shares withheld for employee taxes on vested equity awards | (6,107) | $ (6,107) | |||||
Issuance of Class A common stock upon settlement of restricted stock units (in shares) | 76,732 | ||||||
Net loss | (89,040) | (88,653) | (387) | ||||
Ending balance (in shares) at Mar. 31, 2022 | 245,911,301 | ||||||
Ending balance (in shares) at Mar. 31, 2022 | 1,682,380 | ||||||
Ending balance at Mar. 31, 2022 | $ 663,635 | $ 25 | 1,476,241 | (809,366) | 0 | $ (6,107) | 2,842 |
Beginning balance (in shares) at Dec. 31, 2021 | 245,834,569 | 245,834,569 | |||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | ||||||
Beginning balance at Dec. 31, 2021 | $ 736,228 | $ 25 | 1,450,839 | (720,713) | 0 | $ 0 | 6,077 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Shares withheld for employee taxes on vested equity (in shares) | (1,913,246) | ||||||
Net loss | $ (181,800) | ||||||
Ending balance (in shares) at Jun. 30, 2022 | 244,274,300 | 246,187,546 | |||||
Ending balance (in shares) at Jun. 30, 2022 | 1,913,246 | ||||||
Ending balance at Jun. 30, 2022 | $ 582,756 | $ 25 | 1,499,864 | (902,126) | (8,318) | $ (6,689) | 0 |
Beginning balance (in shares) at Mar. 31, 2022 | 245,911,301 | ||||||
Beginning balance (in shares) at Mar. 31, 2022 | 1,682,380 | ||||||
Beginning balance at Mar. 31, 2022 | 663,635 | $ 25 | 1,476,241 | (809,366) | 0 | $ (6,107) | 2,842 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Equity-based compensation | 20,781 | 12,328 | 8,453 | ||||
Change in non-controlling interests allocation | $ 0 | 11,295 | (11,295) | ||||
Shares withheld for employee taxes on vested equity (in shares) | (230,866) | 230,866 | |||||
Shares withheld for employee taxes on vested equity awards | $ (582) | $ (582) | |||||
Issuance of Class A common stock upon settlement of restricted stock units (in shares) | 276,245 | ||||||
Net loss | (92,760) | (92,760) | 0 | ||||
Foreign currency translation adjustments | $ (8,318) | (8,318) | |||||
Ending balance (in shares) at Jun. 30, 2022 | 244,274,300 | 246,187,546 | |||||
Ending balance (in shares) at Jun. 30, 2022 | 1,913,246 | ||||||
Ending balance at Jun. 30, 2022 | $ 582,756 | $ 25 | $ 1,499,864 | $ (902,126) | $ (8,318) | $ (6,689) | $ 0 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (181,800) | $ (61,167) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 30,362 | 27,313 |
Amortization of deferred financing costs and debt discount | 0 | 618 |
Equity-based compensation | 43,335 | 2,762 |
Change in fair value of warrant liability | (5,760) | 0 |
Provision for expected credit losses | 200 | 498 |
Gain on sale of aircraft held for sale | (2,634) | 0 |
Changes in operating assets and liabilities, net of effects from acquisitions: | ||
Accounts receivable | (17,394) | (1,461) |
Other receivables | (4,050) | (2,091) |
Parts and supplies inventories | (2,754) | (2,114) |
Aircraft inventory | (30,464) | 0 |
Prepaid expenses | (9,442) | 413 |
Other current assets | (520) | (678) |
Other non-current assets | (27,496) | (49) |
Operating lease liabilities, net | (563) | (504) |
Accounts payable | 9,345 | 14,158 |
Accrued expenses | (6,979) | (7,275) |
Other current liabilities | (655) | (508) |
Other non-current liabilities | (297) | 132 |
Deferred revenue | 67,391 | (88,958) |
Net cash used in operating activities | (140,175) | (118,911) |
INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (76,464) | (4,780) |
Purchases of aircraft held for sale | (43,774) | 0 |
Proceeds from sale of aircraft held for sale, net | 27,135 | 0 |
Acquisitions of businesses, net of cash acquired | (75,093) | 7,844 |
Capitalized software development costs | (12,901) | (5,732) |
Net cash used in investing activities | (181,097) | (2,668) |
FINANCING ACTIVITIES: | ||
Purchases of shares for treasury | (6,689) | 0 |
Repayments of long-term debt | 0 | (29,250) |
Payments of deferred offering costs | 0 | (1,426) |
Repayment of loan to employee | 0 | 102 |
Net cash used in financing activities | (6,689) | (30,574) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (4,345) | 0 |
NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (332,306) | (152,153) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH BEGINNING OF PERIOD | 786,722 | 324,876 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH END OF PERIOD | 454,416 | 172,723 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Non-cash consideration issued for business acquisition of Mountain Aviation, LLC | $ 0 | $ 30,172 |
ORGANIZATION AND OPERATIONS
ORGANIZATION AND OPERATIONS | 6 Months Ended |
Jun. 30, 2022 | |
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 (as amended, 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 originally 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 | 6 Months Ended |
Jun. 30, 2022 | |
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 (“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 as of December 31, 2021, 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 14). 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 United States 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 included in the Annual Report on Form 10-K for the year ended December 31, 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 the coronavirus pandemic, 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, the determination of the valuation allowance for deferred tax assets and the incremental borrowing rate for leases. Foreign Currency Translation Adjustments Assets and liabilities of foreign subsidiaries, where the functional currency is not the United States (“U.S.”) dollar, have been translated at period-end exchange rates and profit and loss accounts have been translated using weighted-average exchange rates. Adjustments resulting from currency translation have been recorded in the equity section of the condensed consolidated balance sheets and the condensed consolidated statements of other comprehensive loss as a cumulative translation adjustment. Interim Impairment Test During the second quarter of 2022, we determined that because of a sustained decrease in the quoted market price of our Class A common stock from the Closing Date, combined with a further decline in our operating margins, there was an indication that a triggering event occurred and the carrying value of our long-lived assets and goodwill may not be recoverable. As a result, we performed an undiscounted cash flow analysis of our long-lived assets for potential impairment as of June 1, 2022, and based on the analysis, it was determined that there was no impairment to our long-lived assets. In addition, we performed an interim quantitative impairment assessment of goodwill on June 1, 2022, using a discounted cash flow approach, which did not result in impairment to goodwill. 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 October 2021, the Financial Accounting Standards Board (“FASB”) issued accounting standards update (“ASU”) 2021-08, Business Combinations: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (ASC 805). This standard simplifies the measurement and recognition of contract assets and contract liabilities from contracts with customers acquired in a business combination. This guidance will generally result in the recognition of contract assets and contract liabilities consistent with those reported by the acquiree immediately before the acquisition date. We adopted ASU 2021-08 on January 1, 2022. This adoption did not have a material impact on our consolidated financial statements. |
BUSINESS COMBINATION
BUSINESS COMBINATION | 6 Months Ended |
Jun. 30, 2022 | |
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 prior to the closing of the Business Combination 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. Upon closing of the Business Combination, Aspirational and Aspirational’s public shareholders held 6.0 million and 10.6 million shares, respectively, of Class A common stock. 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 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment consist of the following (in thousands): June 30, December 31, 2021 Aircraft $ 557,525 $ 482,848 Software development costs 49,520 35,818 Leasehold improvements 9,023 12,584 Computer equipment 2,441 2,147 Buildings and improvements 1,425 1,424 Furniture and fixtures 2,767 1,960 Tooling 3,507 3,129 Vehicles 1,514 1,142 627,722 541,052 Less: Accumulated depreciation and amortization (238,327) (223,216) Total $ 389,395 $ 317,836 Depreciation and amortization expense of property and equipment was $10.1 million and $19.6 million for the three and six months ended June 30, 2022, respectively, and $8.6 million and $17.6 million for the three and six months ended June 30, 2021, respectively. Capitalized costs related to the internal development of software was $7.4 million and $12.9 million for the three and six months ended June 30, 2022, respectively, and $3.1 million and $5.7 million for the three and six months ended June 30, 2021, respectively. |
REVENUE
REVENUE | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, Six Months Ended June 30, 2022 2021 2022 2021 Services transferred at a point in time: Flights, net of discounts and incentives $ 284,071 $ 212,660 $ 520,434 $ 403,134 Aircraft management 58,307 47,594 116,356 96,017 Other 55,789 5,450 62,967 9,739 Services transferred over time: Memberships 24,020 16,188 44,667 31,162 Aircraft management 2,411 2,361 4,868 4,818 Other 914 1,327 1,855 2,367 Total $ 425,512 $ 285,580 $ 751,147 $ 547,237 Revenue in the condensed consolidated statements of operations is presented net of discounts and incentives of $3.5 million and $6.7 million for the three and six months ended June 30, 2022, respectively, and $4.3 million and $7.5 million, respectively, for the three and six months ended June 30, 2021. Contract Balances Receivables from member and customer contracts are included within accounts receivable, net on the condensed consolidated balance sheets. As of June 30, 2022 and December 31, 2021, gross receivables from members and customers were $106.3 million and $71.8 million, respectively. As of June 30, 2022 and December 31, 2021, undeposited funds, included within accounts receivable, net, were $12.5 million and $13.5 million, respectively. As of June 30, 2022 and December 31, 2021, the allowance for expected credit losses was $4.8 million and $5.9 million, respectively. Deferred revenue consists of the following (in thousands): June 30, 2022 December 31, 2021 Flights - Prepaid Blocks and jet cards $ 989,019 $ 876,750 Memberships - annual dues 42,886 47,069 Memberships - initiation fees 3,785 4,072 Flights - credits 5,190 6,633 Other 192 960 Deferred revenue - total 1,041,072 935,484 Less: Deferred revenue - current (1,039,279) (933,527) Deferred revenue - non-current $ 1,793 $ 1,957 Changes in deferred revenue for the six months ended June 30, 2022 were as follows (in thousands): Deferred revenue - beginning balance $ 935,484 Amounts deferred during the period 702,882 Revenue recognized from amounts included in the deferred revenue beginning balance (378,699) Revenue from current period sales (218,595) Deferred revenue - ending balance $ 1,041,072 Revenue expected to be recognized in future periods for performance obligations that are unsatisfied, or partially unsatisfied, as of June 30, 2022 approximates $338.0 million for the remaining two quarters of 2022 and $452.1 million, $125.7 million and $125.3 million for 2023, 2024 and 2025, respectively. Costs to Obtain a Contract Capitalized costs related to sales commissions and referral fees were $5.0 million and $9.3 million for the three and six months ended June 30, 2022, respectively, and $2.3 million and $4.0 million for the three and six months ended June 30, 2021, respectively. |
ACQUISITIONS
ACQUISITIONS | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | ACQUISITIONS Alante Air Charter, LLC Acquisition On February 3, 2022, we acquired all of the outstanding equity of Alante Air Charter, LLC (“Alante Air”) for a total purchase price of $15.5 million in cash. Alante Air added 12 Light jets to our controlled fleet and expands our presence in the Western U.S. Acquisition-related costs for Alante Air of $0.5 million were included in general and administrative expense in the condensed consolidated statements of operations for the six months ended June 30, 2022. The acquisition of Alante Air was determined to be a business combination. We have allocated the purchase price for Alante Air to its individual assets and liabilities assumed. While the purchase price allocation is substantially complete, it is still preliminary and subject to change. As of the date of acquisition, the total preliminary purchase price allocated to the Alante Air assets acquired and liabilities assumed according to their estimated fair values were as follows (in thousands): Current assets $ 4,452 Goodwill 13,069 Other assets 22,048 Total assets acquired 39,569 Total liabilities assumed (24,101) Net assets acquired $ 15,468 Current assets of Alante Air included $3.0 million of cash and $1.4 million of accounts receivable, including $15 thousand owed from Wheels Up that was eliminated in consolidation upon acquisition. Goodwill represents the excess of the purchase price over the fair values of the acquired net tangible assets. The allocated value of goodwill primarily relates to anticipated synergies and economies of scale by combining the use of Alante Air’s aircraft and existing business processes with our other acquisitions. The acquired goodwill is deductible for tax purposes. The results of Alante Air were included in the condensed consolidated statement of operations from the date of acquisition. Revenue for Alante Air was $2.6 million, net of intercompany eliminations, and loss from operations was $13.7 million from the date of acquisition through June 30, 2022. Air Partner plc Acquisition On April 1, 2022, we acquired all of the outstanding equity of Air Partner plc (“Air Partner”) for a total purchase price of $108.2 million in cash. Air Partner is a United Kingdom-based international aviation services group that provides us with operations in 18 locations across four continents. Acquisition-related costs for Air Partner of $2.9 million were included in general and administrative expense in the condensed consolidated statements of operations for the six months ended June 30, 2022. The acquisition of Air Partner was determined to be a business combination. As of the date of acquisition, the total preliminary purchase price allocated to the Air Partner assets acquired and liabilities assumed according to their estimated fair values were as follows (in thousands): Current assets $ 51,723 Property and equipment, net 2,012 Operating lease right-of-use assets 2,960 Goodwill 83,399 Intangible assets 20,919 Restricted cash 27,507 Other assets 1,536 Total assets acquired 190,056 Total liabilities assumed (81,865) Net assets acquired $ 108,191 Current assets of Air Partner included $18.0 million of cash and $17.4 million of accounts receivable. The above initial fair value estimates of the assets acquired and liabilities assumed are provisional. We are still evaluating the fair value of intangible assets, and income taxes, in addition to ensuring all other assets, liabilities and contingencies have been identified and recorded. We have estimated the preliminary fair value of assets acquired and liabilities assumed based on information currently available and will continue to adjust those estimates as additional information pertaining to events or circumstances present at the acquisition date becomes available during the measurement period. The allocated value of goodwill primarily relates to anticipated synergies and economies of scale by combining the use of Air Partner’s existing business processes with our platform to expand on an international basis. The acquired goodwill is not deductible for tax purposes. The amounts allocated to acquired intangible assets and their associated weighted-average amortization periods, which were determined based on the period the assets are expected to contribute directly or indirectly to our cash flows, consist of the following: Amount Weighted-Average Amortization Period Customer relationships $ 16,521 5.7 Backlog 1,457 1.5 Trade name 1,930 1.9 Developed technology 1,011 5.8 Total acquired intangible assets $ 20,919 5.1 The intangible asset fair value measurements are primarily based on significant inputs that are not observable in the market which represent a Level 3 measurement (see Note 9). The valuation method used for the Air Partner intangible assets was the income approach. The results of Air Partner were included in the condensed consolidated statement of operations from the date of acquisition. Revenue for Air Partner was $34.8 million, net of intercompany eliminations, and income from operations was $4.9 million from the date of acquisition through June 30, 2022. Unaudited Pro Forma Summary of Operations The accompanying unaudited pro forma summary represents the consolidated results of operations as if the 2021 acquisition of Mountain Aviation, LLC had been completed as of January 1, 2021 and the 2022 acquisitions of Alante Air and Air Partner had been completed as of January 1, 2021. The unaudited pro forma financial results for 2022 reflect the results for the three and six months ended June 30, 2022, as well as the effects of pro forma adjustments for the transactions in 2022. The unaudited pro forma financial information includes the accounting effects of the acquisitions, including adjustments to the amortization of intangible assets and professional fees associated with the transactions. The pro forma results were based on estimates and assumptions, which we believe are reasonable but remain subject to adjustment. 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 June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net revenue $ 425,512 $ 316,908 $ 788,966 $ 605,114 Net loss $ (91,443) $ (27,450) $ (179,132) $ (61,477) Net loss attributable to Wheels Up Experience Inc. $ (91,443) $ (24,798) $ (178,756) $ (55,846) Net loss per share $ (0.37) $ (0.15) $ (0.73) $ (0.33) |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2022 | |
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 six months ended June 30, 2022, was as follows (in thousands): Balance as of December 31, 2021 $ 437,398 Acquisition of Alante Air 13,069 Acquisition of Air Partner 83,399 Foreign currency translation adjustments (5,539) Balance as of June 30, 2022 $ 528,327 Intangible Assets The gross carrying value, accumulated amortization and net carrying value of intangible assets consisted of the following (in thousands): June 30, 2022 Gross Carrying Accumulated Amortization Net Carrying Status $ 80,000 $ 19,644 $ 60,356 Customer relationships 89,880 19,081 70,799 Non-competition agreement 210 210 — Trade name 16,015 6,761 9,254 Developed technology 20,480 7,831 12,649 Leasehold interest - favorable 600 69 531 Backlog 1,348 271 1,077 Total $ 208,533 $ 53,867 $ 154,666 December 31, 2021 Gross Carrying Accumulated Amortization Net Carrying Status $ 80,000 $ 15,644 $ 64,356 Customer relationships 74,600 14,443 60,157 Non-competition agreement 210 209 1 Trade name 14,230 5,493 8,737 Developed technology 19,545 6,380 13,165 Leasehold interest - favorable 600 57 543 Total $ 189,185 $ 42,226 $ 146,959 Amortization expense of intangible assets was $6.5 million and $11.7 million for the three and six months ended June 30, 2022, respectively, and $5.3 million and $10.6 million for the three and six months ended June 30, 2021, respectively. Intangible Liabilities The gross carrying value, accumulated amortization and net carrying value of intangible liabilities consisted of the following (in thousands): June 30, 2022 Gross Carrying Accumulated Amortization Net Carrying Intangible liabilities $ 20,000 $ 4,917 $ 15,083 December 31, 2021 Gross Carrying Accumulated Amortization Net Carrying Intangible liabilities $ 20,000 $ 3,917 $ 16,083 Amortization of intangible liabilities, which reduces amortization expense was $0.5 million and $1.0 million for the three and six months ended June 30, 2022, respectively, and $0.5 million and $1.0 million for the three and six months ended June 30, 2021, respectively. Future amortization expense of intangible assets and intangible liabilities held as of June 30, 2022, are as follows (in thousands): Year ending December 31, Intangible Assets Intangible Liabilities 2022 $ 12,832 $ 1,000 2023 23,608 2,000 2024 22,910 2,000 2025 22,497 2,000 2026 21,638 2,000 Thereafter 51,181 6,083 Total $ 154,666 $ 15,083 |
CASH, CASH EQUIVALENTS AND REST
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 6 Months Ended |
Jun. 30, 2022 | |
Cash and Cash Equivalents [Abstract] | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | CASH, CASH EQUIVALENTS AND RESTRICTED CASH Cash Equivalents As of June 30, 2022 and December 31, 2021, cash equivalents on the condensed consolidated balance sheets were $330.8 million and $408.1 million, respectively, and generally consisted of investments in money market funds, U.S. treasury bills and time deposits. Interest income from cash equivalents of $0.4 million and $0.5 million were recorded in interest income in the condensed consolidated statements of operations for the three and six months ended June 30, 2022, respectively, and $6 thousand and $18 thousand for the three and six months ended June 30, 2021, respectively. Restricted Cash As of June 30, 2022 and December 31, 2021, restricted cash on the condensed consolidated balance sheets represents amounts held by financial institutions to establish a standby letter of credit required by the lessor of certain corporate office space. In addition, as of June 30, 2022, restricted cash also included $25.3 million related to cash received from customers for Air Partner jet cards. Air Partner jet cards do not have an expiration date and are refundable upon demand by the customer. As such, we are contractually and legally restricted from using Air Partner jet card deposits. A reconciliation of cash and cash equivalents and restricted cash from the condensed consolidated balance sheets to the condensed consolidated statements of cash flows was as follows (in thousands): June 30, 2022 June 30, 2021 Cash and cash equivalents $ 426,984 $ 160,646 Restricted cash 27,432 12,077 Total $ 454,416 $ 172,723 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2022 | |
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 consisted of the following (in thousands): June 30, 2022 Level 1 Level 2 Level 3 Fair Value Assets: Cash equivalents $ 330,782 $ — $ — $ 330,782 Liabilities: Warrant liability - Public Warrants 2,877 — — 2,877 Warrant liability - Private Warrants — 1,631 — 1,631 Total liabilities $ 2,877 $ 1,631 $ — $ 4,508 December 31, 2021 Level 1 Level 2 Level 3 Fair Value Assets: Cash equivalents $ 408,082 $ — $ — $ 408,082 Liabilities: Warrant liability - Public Warrants 6,553 — — 6,553 Warrant liability - Private Warrants — 3,715 — 3,715 Total liabilities $ 6,553 $ 3,715 $ — $ 10,268 The carrying amount of cash equivalents 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 18). 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 June 30, 2022 and December 31, 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 trading 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, 2021 $ 6,553 $ 3,715 $ 10,268 Change in fair value of warrant liability (3,676) (2,084) (5,760) Fair value as of June 30, 2022 $ 2,877 $ 1,631 $ 4,508 |
LONG-TERM DEBT
LONG-TERM DEBT | 6 Months Ended |
Jun. 30, 2022 | |
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. Amortization expense for debt discounts and deferred financing costs was $0 for each of the three and six months ended June 30, 2022 and $0.3 million and $0.6 million for the three and six months ended June 30, 2021, respectively, which was recorded in interest expense in the condensed consolidated statements of operations. Debt Covenants Our credit facilities contained certain restrictive covenants. We satisfied these covenants for all periods presented during which we were subject to such covenants. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2022 | |
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 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 believe to be immaterial as of June 30, 2022, does not become material in the future. Sales and Use Tax Liability We regularly provide services to members in various states within the continental U.S., 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 June 30, 2022 and December 31, 2021, we estimate the potential exposure to such tax liability to be $9.5 million and $8.5 million, respectively, the expense for which is included in accrued expenses on the condensed consolidated balance sheets and cost of revenue in the condensed consolidated statements of operations as of and for the applicable periods presented. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
LEASES | LEASES Leases primarily pertain to certain controlled aircraft, corporate headquarters, and operational facilities, including aircraft hangars, which are primarily accounted for as operating leases. We sublease the corporate headquarters and aircraft hangar at Cincinnati/Northern Kentucky International Airport from Delta Air Lines, Inc. (“Delta”). 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 $4.6 million and $9.0 million for the three and six months ended June 30, 2022, respectively, and $4.3 million and $8.9 million for the three and six months ended June 30, 2021, respectively. The components of net lease cost were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Operating lease costs $ 9,723 $ 9,703 $ 18,825 $ 17,257 Short-term lease costs 9,221 5,760 14,514 12,808 Total lease costs $ 18,944 $ 15,463 $ 33,339 $ 30,065 Costs related to leased aircraft and operational facilities were $15.8 million and $28.3 million for the three and six months ended June 30, 2022, respectively, and $13.7 million and $26.8 million for the three and six months ended June 30, 2021, 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 $3.1 million and $5.1 million for the three and six months ended June 30, 2022, respectively, and $1.6 million and $3.2 million for the three and six months ended June 30, 2021, respectively, and are included in general and administrative expense in the condensed consolidated statements of operations. Supplemental cash flow information related to leases were as follows (in thousands): Six Months Ended June 30, 2022 2021 Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows paid for operating leases $ 18,962 $ 17,711 Right-of-use assets obtained in exchange for operating lease obligations $ 42,087 $ 64,518 Supplemental balance sheet information related to leases are as follows: June 30, 2022 December 31, 2021 Weighted-average remaining lease term (in years): Operating leases 6.0 6.4 Weighted-average discount rate: Operating leases 9.1 % 9.5 % Maturities of lease liabilities, as of June 30, 2022, were as follows (in thousands): Year ending December 31, Operating Leases 2022 $ 19,301 2023 36,663 2024 31,271 2025 18,041 2026 11,249 Thereafter 42,484 Total lease payments 159,009 Less: Imputed interest (39,830) Total lease obligations $ 119,179 |
STOCKHOLDER_S EQUITY AND EQUITY
STOCKHOLDER’S EQUITY AND EQUITY-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCKHOLDER’S EQUITY AND EQUITY-BASED COMPENSATION | STOCKHOLDERS’ EQUITY AND EQUITY-BASED COMPENSATION Pursuant to the Wheels Up Experience Inc. certificate of incorporation, we are authorized to issue 2,500,000,000 shares of Class A common stock, 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 share. As of June 30, 2022, 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”); 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 June 30, 2022, no new 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”) and stockholders of Wheels Up adopted the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan (the “2021 LTIP”), for employees, consultants and other qualified persons. On June 30, 2022, the Board adopted the Wheels Up Experience Inc. 2022 Inducement Grant Plan (the “2022 Inducement Plan”) to be used for a one-time employment inducement grant for our new Chief Financial Officer, Todd Smith, pursuant to New York Stock Exchange Rule 303A.08. The maximum number of awards that could be granted under the 2022 Inducement Plan were 2,051,282 shares of Class A common stock, which were all granted in the form of RSUs to Mr. Smith on July 1, 2022 (see Note 19). The RSUs granted under the 2022 Inducement Plan are subject to time-based vesting and will vest ratably on December 30, 2022, December 30, 2023 and December 30, 2024, respectively, in each case subject to Mr. Smith’s continued employment with Wheels Up through the vesting date. WUP Management Incentive Plan WUP Profits Interests As of June 30, 2022, an aggregate of 31.3 million profits interests have been authorized and issued under the WUP management incentive plan. The following table summarizes the profits interests activity under the WUP management incentive plan as of June 30, 2022: Number of WUP Weighted-Average Grant (in thousands) Outstanding WUP profits interests as of January 1, 2022 28,819 $ 0.42 Granted — — Exchanged — — Expired/forfeited (6) 0.24 Outstanding WUP profits interests as of June 30, 2022 28,813 $ 0.42 The weighted-average remaining contractual term as of June 30, 2022, for WUP profits interests outstanding was approximately 9.0 years. The following table summarizes the status of non-vested WUP profits interests as of June 30, 2022: Number of WUP Weighted-Average Grant (in thousands) Non-vested WUP profits interests as of January 1, 2022 4,733 $ 0.35 Granted — — Vested (2,362) 0.34 Forfeited (6) 0.24 Non-vested WUP profits interests as of June 30, 2022 2,365 $ 0.37 The total unrecognized compensation cost related to non-vested WUP profits interests was $0.5 million as of June 30, 2022 and is expected to be recognized over a weighted-average period of 0.7 years. The total fair value for WUP profits interests that vested was approximated $0.8 million for the six months ended June 30, 2022. WUP Restricted Interests As of June 30, 2022, under MIP Plan VII, 4.7 million WUP restricted interests have been authorized and issued to certain current and former Wheels Up employees. The following table summarizes the restricted interests activity under the WUP management incentive plan as of June 30, 2022: Number of WUP Restricted Interests Weighted-Average Grant Date Fair Value (in thousands) Non-vested WUP restricted interests as of January 1, 2022 4,662 $ 3.98 Granted — — Vested (3,899) 4.00 Forfeited — — Non-vested WUP restricted interests as of June 30, 2022 763 $ 3.91 The weighted-average remaining contractual term as of June 30, 2022, for WUP restricted interests outstanding was approximately 7.5 years. The total unrecognized compensation cost related to non-vested WUP restricted interests was $0.1 million as of June 30, 2022 and is expected to be recognized over a weighted-average period of 0.2 years. WUP 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 WUP restricted interests on the Closing Date. The total fair value for WUP restricted interests that vested was approximated $15.6 million for the six months ended June 30, 2022. The WUP 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. The WUP restricted interests lock-up period expired on February 8, 2022. As of such date, the holders of WUP restricted interests met the vesting conditions for the portion of their awards that did not require further service. WUP Stock Option Plan As of June 30, 2022, the number of WUP stock options authorized and issued in aggregate under the WUP stock option plan was 17.5 million. Each outstanding stock option is exercisable for one share of Class A common stock. The following table summarizes the activity under the WUP stock option plan as of June 30, 2022: Number of WUP Weighted- Weighted-Average Grant (in thousands) Outstanding WUP stock options as of January 1, 2022 15,713 $ 7.52 $ 1.19 Granted — — — Exercised — — — Forfeited (691) 7.55 1.12 Expired — — — Outstanding WUP stock options as of June 30, 2022 15,022 $ 7.52 $ 1.19 Exercisable WUP stock options as of June 30, 2022 12,289 $ 7.42 $ 1.07 The aggregate intrinsic value as of June 30, 2022, for WUP stock options that were outstanding and exercisable was $0. The weighted-average remaining contractual term as of June 30, 2022, for WUP stock options that were outstanding and exercisable was approximately 7.3 years and 7.2 years, respectively. The following table summarizes the status of non-vested WUP stock options as of June 30, 2022: Number of WUP Stock Options Weighted-Average Grant (in thousands) Non-vested WUP stock options as of January 1, 2022 3,971 $ 1.63 Granted — — Vested (990) 1.34 Expired — — Forfeited (248) 1.64 Non-vested WUP stock options as of June 30, 2022 2,733 $ 1.73 The total unrecognized compensation cost related to non-vested WUP stock options was $2.8 million as of June 30, 2022 and is expected to be recognized over a weighted-average period of 1.1 years. The total fair value for WUP stock options that vested was approximated $1.3 million for the six months ended June 30, 2022. 2021 LTIP As of June 30, 2022, an aggregate of 27.3 million shares were authorized for issuance under the 2021 LTIP. Restricted Stock Units (“RSUs”) The following table summarizes the activity under the 2021 LTIP related to RSUs as of June 30, 2022: Number of RSUs Weighted-Average Grant (in thousands) Non-vested RSUs as of January 1, 2022 8,411 $ 7.32 Granted (1) 13,637 3.38 Vested (512) 6.35 Forfeited (1,923) 6.23 Non-vested RSUs as of June 30, 2022 19,613 $ 4.42 (1) Includes 1,600 RSUs granted to our Chief Executive Officer (“CEO”). See “ —2022 CEO Awards ” for additional details regarding this grant. The total unrecognized compensation cost related to non-vested RSUs was $76.8 million as of June 30, 2022 and is expected to be recognized over a weighted-average period of 2.5 years. The total fair value for RSUs that vested was approximated $3.3 million for the six months ended June 30, 2022. Performance-Based Restricted Stock Units (“PSUs”) Under the terms of the non-vested PSUs granted to certain employees, upon the achievement of certain pre-determined performance objectives, subject to the participant’s continued service (except as described under “ —2022 CEO Awards ”), each PSU may settle into shares of our Class A common stock. The PSUs will vest, if at all, upon the actual achievement of the related performance objective, subject to specified change of control exceptions. The following table summarizes the activity under the 2021 LTIP related to PSUs as of June 30, 2022: Number of PSUs Weighted-Average Grant (in thousands) Non-vested PSUs as of January 1, 2022 — $ — Granted (1) 1,149 2.13 Vested — — Forfeited — — Non-vested PSUs as of June 30, 2022 (2) 1,149 $ 2.13 (1) Includes 380 PSUs granted to our CEO. See “ —2022 CEO Awards ” for additional details regarding this grant. (2) Approximately 769 of the PSUs reflected in this table may settle into shares of our Class A common stock equal to 80-120% of the PSUs based on the level of performance. Equity-based compensation expense associated with PSUs is based on the fair value of our Class A common stock on the grant date, which equals the closing price of our Class A common stock on the grant date. We recognize compensation expense over the vesting period of the awards that are ultimately expected to vest when the achievement of the related performance objectives becomes probable. The total grant date fair value of unvested PSUs as of June 30, 2022 was $1.9 million. As of June 30, 2022, the achievement of the related performance objective was not probable of being achieved and, accordingly, no compensation cost for the PSUs has been recognized. 2022 CEO Awards On June 8, 2022, the Board approved certain grants under the 2021 LTIP to our CEO consisting of 1,600,000 RSUs that contain a service-based vesting condition (the “CEO Service-Based RSUs”), 380,000 PSUs that contain performance-based vesting conditions (the “CEO PSUs”) and 1,615,000 RSUs that contain market-based vesting conditions (the “CEO Market-Based RSUs”, together with the CEO Service-Based RSUs and CEO PSUs, the “2022 CEO Awards”). All of the 2022 CEO Awards require continued employment through the vesting date, subject to specified change in control and service termination exceptions. The CEO Service-Based RSUs vest annually over a three-year period from the grant date. The CEO Service-Based RSUs are included in the table under “ —Restricted Stock Units (“RSUs”) ” above as of June 30, 2022. The CEO PSUs will vest, if at all, with the achievement of certain separate performance conditions based on the achievement of pre-determined annual revenue and earnings before interest, taxes, depreciation and amortization thresholds. Any CEO PSUs that have not vested prior to the date the audited financial statements for the year ending December 31, 2026 are finalized will be forfeited. The CEO PSUs are included in the table under “ —Performance-Based Restricted Stock Units (“PSUs”) ” above as of June 30, 2022. The CEO Market-Based RSUs will vest, if at all, with the achievement of certain separate market-based vesting conditions based on the closing Class A common stock price over any 30 consecutive trading day-period that occurs prior to December 31, 2026. The CEO Market-Based RSUs are in addition to those described in the tables above under “ —Restricted Stock Units (“RSUs”) ” and “— Performance-Based Restricted Stock Units (“PSUs”) ”. As of June 30, 2022, none of the CEO PSUs had vested and 133,333 CEO PSUs had a performance-based vesting condition deemed probable of being achieved. The total unrecognized compensation cost related to such CEO PSUs with a probable performance-based vesting condition was $0.3 million as of June 30, 2022 and is expected to be recognized over 0.6 years. The grant-date fair value of the CEO Market-Based RSUs, using a Monte Carlo simulation model, was $0.3 million. The derived service period for such CEO Market-Based RSUs began on June 8, 2022 and is a weighted-average period of 3.8 years. Based on the Class A common stock trading price the market conditions for the CEO Market-Based RSUs were not met, and no shares vested as of June 30, 2022. The total unrecognized compensation cost related to such CEO Market-Based RSUs was $0.3 million as of June 30, 2022 and is expected to be recognized over 3.8 years. Wheels Up Stock Options The following table summarizes the activity under the 2021 LTIP related to Wheels Up stock options as of June 30, 2022: Number of Wheels Up Weighted- Weighted-Average Grant (in thousands) Outstanding Wheels Up stock options as of January 1, 2022 921 $ 10.00 $ 4.75 Granted — — — Exercised — — — Forfeited — — — Expired — — — Outstanding Wheels Up stock options as of June 30, 2022 921 $ 10.00 $ 4.75 Exercisable Wheels Up stock options as of June 30, 2022 307 $ 10.00 $ 4.75 The aggregate intrinsic value as of June 30, 2022, for Wheels Up stock options that were outstanding and exercisable was $0. The weighted-average remaining contractual term as of June 30, 2022, for Wheels Up stock options that were outstanding and exercisable was approximately 9.0 years and 9.0 years, respectively. The following table summarizes the status of non-vested Wheels Up stock options as of June 30, 2022: Number of Wheels Up Stock Options Weighted-Average Grant (in thousands) Non-vested Wheels Up stock options as of January 1, 2022 768 $ 4.75 Granted — — Vested (154) 4.75 Expired — — Forfeited — — Non-vested Wheels Up stock options as of June 30, 2022 614 $ 4.75 The total unrecognized compensation cost related to non-vested Wheels Up stock options was $2.7 million as of June 30, 2022 and is expected to be recognized over a weighted-average period of 1.9 years. The total fair value of Wheels Up stock options that vested was approximated $0.7 million for the six months ended June 30, 2022. Equity-Based Compensation Expense Compensation expense for WUP profits interests recognized in the condensed consolidated statements of operations was $0.2 million and $0.9 million for the three and six months ended June 30, 2022, respectively, and $0.2 million and $0.5 million for the three and six months ended June 30, 2021, respectively. Compensation expense for WUP restricted interests recognized in the condensed consolidated statements of operations was $0.2 million and $0.4 million for the three and six months ended June 30, 2022, respectively, and $0 for each of the three and six months ended June 30, 2021. Compensation expense for WUP stock options and Wheels Up stock options recognized in the condensed consolidated statements of operations was $1.1 million and $4.2 million for the three and six months ended June 30, 2022, respectively, and $1.1 million and $2.3 million for the three and six months ended June 30, 2021, respectively. Compensation expense for RSUs recognized in the condensed consolidated statements of operations was $9.7 million and $18.7 million for the three and six months ended June 30, 2022, respectively, and $0 for the three and six months ended June 30, 2021. The following table summarizes equity-based compensation expense recognized by condensed consolidated statement of operations line item (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Cost of revenue $ 3,307 $ 49 $ 7,739 $ 100 Technology and development 655 93 1,296 187 Sales and marketing 2,857 216 5,558 452 General and administrative 13,962 990 28,742 2,023 Total equity-based compensation expense $ 20,781 $ 1,348 $ 43,335 $ 2,762 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. As of June 30, 2022 forfeitures of Earnout Shares were not material. 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. The derived service period began on the Closing Date and is a weighted-average period of 1.7 years. Based on the Class A common stock trading price, the market conditions were not met, and no Earnout Shares vested as of June 30, 2022. Compensation expense for Earnout Shares recognized in the condensed consolidated statements of operations was $9.6 million and $19.1 million for the three and six months ended June 30, 2022, respectively, and $0 for each of the three and six months ended June 30, 2021. The total unrecognized compensation cost related to Earnout Shares was $20.8 million as of June 30, 2022 and is expected to be recognized over 0.8 years. Treasury Stock During the three and six months ended June 30, 2022, respectively, 230,866 and 1,913,246 shares, with a market value of $0.6 million and $6.7 million, or $2.52 and $3.59 per share, were withheld to settle employee taxes due upon the vesting of either restricted stock or RSUs and were added to treasury stock on our condensed consolidated balance sheets as of June 30, 2022. |
NON-CONTROLLING INTERESTS
NON-CONTROLLING INTERESTS | 6 Months Ended |
Jun. 30, 2022 | |
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 WUP 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 of WUP was adopted, allowing members of MIP LLC, subject to certain restrictions, to exchange their vested WUP 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 WUP profits interests relative to their applicable participation threshold. The decision of whether to exchange WUP profits interests for cash or Class A common stock is made solely at the discretion of Wheels Up. Accordingly, the WUP 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 WUP profits interests, if settled in Class A common stock at the discretion of Wheels Up, 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 was as follows: June 30, 2022 December 31, 2021 Number of WUP common units held by Wheels Up (1) 244,274,300 100.0 % 245,834,569 99.2 % Number of vested WUP profits interests attributable to non-controlling interests (2) — % — % 2,045,995 0.8 % Total WUP common units and vested WUP profits interests outstanding 244,274,300 100.0 % 247,880,564 100.0 % (1) WUP 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 covered by this Quarterly Report, there would be 0 WUP common units issuable upon conversion of vested and unvested WUP profits interests outstanding as of June 30, 2022. Weighted-average ownership percentages are used to allocate net loss to Wheels Up and the non-controlling interest holders. The non-controlling interests weighted-average ownership percentage was 0% and 0.2% for the three and six months ended June 30, 2022, respectively, and 9.7% and 9.2% for the three and six months ended June 30, 2021, respectively. |
RELATED PARTIES
RELATED PARTIES | 6 Months Ended |
Jun. 30, 2022 | |
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. We incurred net expenses of $0 and $0.3 million for the three and six months ended June 30, 2022, respectively, and $1.0 million and $1.8 million for the three and six months ended June 30, 2021, respectively, from transactions related to a commercial cooperation agreement with our stockholder Delta. We have also recorded $4.2 million and $5.3 million in accrued expenses on the condensed consolidated balance sheets as of June 30, 2022 and December 31, 2021, respectively, for transactions associated with the commercial cooperation agreement. In addition, we provided $0.5 million and $1.4 million of flights to certain persons currently and previously affiliated with Delta at a discount to our retail pricing for the three and six months ended June 30, 2022, respectively, and $0.5 million and $1.2 million for the three and six months ended June 30, 2021, respectively. Delta provided Wheels Up Private Jets pilots airfare for business travel at no cost for all periods presented. We incurred expenses of $0.1 million and $0.2 million for the three and six months ended June 30, 2022, respectively, and $0.1 million and $0.2 million for the three and six months ended June 30, 2021, respectively, for an aircraft leased from an employee. We recognized revenue of $1.2 million and $2.6 million for flights and other services, including aircraft management, provided to Board members for the three and six months ended June 30, 2022, respectively, and $0.3 million and $0.7 million for the three and six months ended June 30, 2021, respectively. We incurred expenses of $0 for the three and six months ended June 30, 2022, and $0.1 million for the three and six months ended June 30, 2021, respectively, for an immediate family member of a Wheels Up executive and a member of the Board who was a full-time employee. We incurred marketing expenses of $0 and $0.3 million for the three and six months ended June 30, 2022, respectively, and $0 for the three and six months ended June 30, 2021, with a company where a member of the Board is an executive. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHARE The following table sets forth the computation of basic and diluted net loss per share (in thousands, except share data): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Numerator: Net loss attributable to Wheels Up Experience Inc. - basic and diluted $ (92,760) $ (26,156) $ (181,413) $ (55,565) Denominator: Weighted-average shares of Class A common stock outstanding - basic and diluted 244,086 169,024 244,347 168,936 Basic and diluted net loss per share of Class A common stock $ (0.38) $ (0.15) $ (0.74) $ (0.33) There were no dividends declared or paid for each of the three and six months ended June 30, 2022 or 2021. Basic and diluted net loss per share were computed using the two-class method. 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. All issued and outstanding shares of restricted stock are included in the weighted-average shares of Class A common stock outstanding. WUP profits interests held by other members of MIP LLC are not subject to the net loss per share calculation until such time the vested WUP 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 June 30, Six Months Ended June 30, 2022 2021 2022 2021 Warrants 12,521,494 — 12,521,494 — Earnout Shares 9,000,000 — 9,000,000 — RSUs (1) 22,574,086 — 22,574,086 — Stock options 15,943,297 16,234,297 15,943,297 16,234,297 Total anti-dilutive securities 60,038,877 16,234,297 60,038,877 16,234,297 (1) Includes RSUs, PSUs and CEO Market-Based RSUs outstanding as of June 30, 2022. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES We are subject to U.S. federal, state and local income taxes with respect to our allocable share of any taxable income or loss from 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. As a result of the Air Partner acquisition, we now conduct business in various foreign jurisdictions and are subject to tax in those foreign jurisdictions. We currently expect the undistributed earnings of our foreign subsidiaries to be indefinitely reinvested. Accordingly, the Company has not provided for the tax effect, if any, of limited outside basis differences of its foreign subsidiaries. The determination of the future tax consequences of the remittance of these earnings is not practicable. We recorded income tax expense of $0.3 million for each of the three and six months ended June 30, 2022 and $0 for the three and six months ended June 30, 2021. The effective tax rate was (0.3)% and (0.2)% for the three and six months ended June 30, 2022, respectively, and 0% for the three and six months ended June 30, 2021. Our effective tax rate for each of the three and six months ended June 30, 2022, differs from the federal statutory rate of 21% primarily due to a full valuation allowance against the majority of 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 the 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 June 30, 2022, we concluded, based on the weight of all available positive and negative evidence, that it is more likely than not that the U.S. deferred tax assets will not be realized. Accordingly, a full valuation allowance has been established on the majority of our net deferred tax assets in the U.S. Additionally, the Company is subject to the income tax effects associated with the Global Intangible Low-Taxed Income (“GILTI”) provisions and treats the tax effects of GILTI as a current period expense in the period incurred. |
WARRANTS
WARRANTS | 6 Months Ended |
Jun. 30, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
WARRANTS | WARRANTSPrior to the Business Combination, Aspirational issued 7,991,544 Public Warrants and 4,529,950 Private Warrants. On 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 Public Warrants and Private Warrants became exercisable on September 25, 2021, which was 12 months from the closing of the Aspirational initial public offering, and expire five years from the completion of the Business Combination or earlier upon redemption or liquidation. 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, as amended by Post-Effective Amendment No. 1 thereto that was declared effective by the SEC on March 21, 2022. This Registration Statement relates to the issuance of an aggregate of 12,521,494 shares of Class A common stock underlying the Public Warrants and Private Warrants. As of June 30, 2022, there have not been any warrants exercised and 12,521,494 remain outstanding. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTSOn July 1, 2022, we granted approximately 2.1 million shares of Class A common stock, which were all granted in the form of RSUs to our new Chief Financial Officer, Todd Smith, under the 2022 Inducement Plan. The RSUs granted under the 2022 Inducement Plan will vest ratably on December 30, 2022, December 30, 2023 and December 30, 2024, respectively, in each case subject to Mr. Smith’s continued employment with Wheels Up through the vesting date. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
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 (“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 as of December 31, 2021, 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 14). 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 United States 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 |
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 the coronavirus pandemic, 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, the determination of the valuation allowance for deferred tax assets and the incremental borrowing rate for leases. |
Foreign Currency Translation Adjustments | Foreign Currency Translation Adjustments Assets and liabilities of foreign subsidiaries, where the functional currency is not the United States (“U.S.”) dollar, have been translated at period-end exchange rates and profit and loss accounts have been translated using weighted-average exchange rates. Adjustments resulting from currency translation have been recorded in the equity section of the condensed consolidated balance sheets and the condensed consolidated statements of other comprehensive loss as a cumulative translation adjustment. |
Interim Impairment Test | Interim Impairment Test During the second quarter of 2022, we determined that because of a sustained decrease in the quoted market price of our Class A common stock from the Closing Date, combined with a further decline in our operating margins, there was an indication that a triggering event occurred and the carrying value of our long-lived assets and goodwill may not be recoverable. As a result, we performed an undiscounted cash flow analysis of our long-lived assets for potential impairment as of June 1, 2022, and based on the analysis, it was determined that there was no impairment to our long-lived assets. In addition, we performed an interim quantitative impairment assessment of goodwill on June 1, 2022, using a discounted cash flow approach, which did not result in impairment to goodwill. |
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 October 2021, the Financial Accounting Standards Board (“FASB”) issued accounting standards update (“ASU”) 2021-08, Business Combinations: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (ASC 805). This standard simplifies the measurement and recognition of contract assets and contract liabilities from contracts with customers acquired in a business combination. This guidance will generally result in the recognition of contract assets and contract liabilities consistent with those reported by the acquiree immediately before the acquisition date. We adopted ASU 2021-08 on January 1, 2022. This adoption did not have a material impact on our consolidated financial statements. |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following (in thousands): June 30, December 31, 2021 Aircraft $ 557,525 $ 482,848 Software development costs 49,520 35,818 Leasehold improvements 9,023 12,584 Computer equipment 2,441 2,147 Buildings and improvements 1,425 1,424 Furniture and fixtures 2,767 1,960 Tooling 3,507 3,129 Vehicles 1,514 1,142 627,722 541,052 Less: Accumulated depreciation and amortization (238,327) (223,216) Total $ 389,395 $ 317,836 |
REVENUE (Tables)
REVENUE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of 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 June 30, Six Months Ended June 30, 2022 2021 2022 2021 Services transferred at a point in time: Flights, net of discounts and incentives $ 284,071 $ 212,660 $ 520,434 $ 403,134 Aircraft management 58,307 47,594 116,356 96,017 Other 55,789 5,450 62,967 9,739 Services transferred over time: Memberships 24,020 16,188 44,667 31,162 Aircraft management 2,411 2,361 4,868 4,818 Other 914 1,327 1,855 2,367 Total $ 425,512 $ 285,580 $ 751,147 $ 547,237 |
Schedule of Deferred Revenue | Deferred revenue consists of the following (in thousands): June 30, 2022 December 31, 2021 Flights - Prepaid Blocks and jet cards $ 989,019 $ 876,750 Memberships - annual dues 42,886 47,069 Memberships - initiation fees 3,785 4,072 Flights - credits 5,190 6,633 Other 192 960 Deferred revenue - total 1,041,072 935,484 Less: Deferred revenue - current (1,039,279) (933,527) Deferred revenue - non-current $ 1,793 $ 1,957 Changes in deferred revenue for the six months ended June 30, 2022 were as follows (in thousands): Deferred revenue - beginning balance $ 935,484 Amounts deferred during the period 702,882 Revenue recognized from amounts included in the deferred revenue beginning balance (378,699) Revenue from current period sales (218,595) Deferred revenue - ending balance $ 1,041,072 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Preliminary Purchase Price Allocation | As of the date of acquisition, the total preliminary purchase price allocated to the Alante Air assets acquired and liabilities assumed according to their estimated fair values were as follows (in thousands): Current assets $ 4,452 Goodwill 13,069 Other assets 22,048 Total assets acquired 39,569 Total liabilities assumed (24,101) Net assets acquired $ 15,468 As of the date of acquisition, the total preliminary purchase price allocated to the Air Partner assets acquired and liabilities assumed according to their estimated fair values were as follows (in thousands): Current assets $ 51,723 Property and equipment, net 2,012 Operating lease right-of-use assets 2,960 Goodwill 83,399 Intangible assets 20,919 Restricted cash 27,507 Other assets 1,536 Total assets acquired 190,056 Total liabilities assumed (81,865) Net assets acquired $ 108,191 |
Schedule of Acquired Intangible Assets | The amounts allocated to acquired intangible assets and their associated weighted-average amortization periods, which were determined based on the period the assets are expected to contribute directly or indirectly to our cash flows, consist of the following: Amount Weighted-Average Amortization Period Customer relationships $ 16,521 5.7 Backlog 1,457 1.5 Trade name 1,930 1.9 Developed technology 1,011 5.8 Total acquired intangible assets $ 20,919 5.1 |
Schedule of Unaudited Pro Forma Summary of Operations | The accompanying unaudited pro forma summary represents the consolidated results of operations as if the 2021 acquisition of Mountain Aviation, LLC had been completed as of January 1, 2021 and the 2022 acquisitions of Alante Air and Air Partner had been completed as of January 1, 2021. The unaudited pro forma financial results for 2022 reflect the results for the three and six months ended June 30, 2022, as well as the effects of pro forma adjustments for the transactions in 2022. The unaudited pro forma financial information includes the accounting effects of the acquisitions, including adjustments to the amortization of intangible assets and professional fees associated with the transactions. The pro forma results were based on estimates and assumptions, which we believe are reasonable but remain subject to adjustment. 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 June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net revenue $ 425,512 $ 316,908 $ 788,966 $ 605,114 Net loss $ (91,443) $ (27,450) $ (179,132) $ (61,477) Net loss attributable to Wheels Up Experience Inc. $ (91,443) $ (24,798) $ (178,756) $ (55,846) Net loss per share $ (0.37) $ (0.15) $ (0.73) $ (0.33) |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The change in the carrying value of goodwill for the six months ended June 30, 2022, was as follows (in thousands): Balance as of December 31, 2021 $ 437,398 Acquisition of Alante Air 13,069 Acquisition of Air Partner 83,399 Foreign currency translation adjustments (5,539) Balance as of June 30, 2022 $ 528,327 |
Schedule of Intangible Assets | The gross carrying value, accumulated amortization and net carrying value of intangible assets consisted of the following (in thousands): June 30, 2022 Gross Carrying Accumulated Amortization Net Carrying Status $ 80,000 $ 19,644 $ 60,356 Customer relationships 89,880 19,081 70,799 Non-competition agreement 210 210 — Trade name 16,015 6,761 9,254 Developed technology 20,480 7,831 12,649 Leasehold interest - favorable 600 69 531 Backlog 1,348 271 1,077 Total $ 208,533 $ 53,867 $ 154,666 December 31, 2021 Gross Carrying Accumulated Amortization Net Carrying Status $ 80,000 $ 15,644 $ 64,356 Customer relationships 74,600 14,443 60,157 Non-competition agreement 210 209 1 Trade name 14,230 5,493 8,737 Developed technology 19,545 6,380 13,165 Leasehold interest - favorable 600 57 543 Total $ 189,185 $ 42,226 $ 146,959 |
Schedule of Intangible Liabilities | The gross carrying value, accumulated amortization and net carrying value of intangible liabilities consisted of the following (in thousands): June 30, 2022 Gross Carrying Accumulated Amortization Net Carrying Intangible liabilities $ 20,000 $ 4,917 $ 15,083 December 31, 2021 Gross Carrying Accumulated Amortization Net Carrying Intangible liabilities $ 20,000 $ 3,917 $ 16,083 |
Schedule of Future Amortization | Future amortization expense of intangible assets and intangible liabilities held as of June 30, 2022, are as follows (in thousands): Year ending December 31, Intangible Assets Intangible Liabilities 2022 $ 12,832 $ 1,000 2023 23,608 2,000 2024 22,910 2,000 2025 22,497 2,000 2026 21,638 2,000 Thereafter 51,181 6,083 Total $ 154,666 $ 15,083 |
CASH, CASH EQUIVALENTS AND RE_2
CASH, CASH EQUIVALENTS AND RESTRICTED CASH (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 was as follows (in thousands): June 30, 2022 June 30, 2021 Cash and cash equivalents $ 426,984 $ 160,646 Restricted cash 27,432 12,077 Total $ 454,416 $ 172,723 |
Schedule of 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 was as follows (in thousands): June 30, 2022 June 30, 2021 Cash and cash equivalents $ 426,984 $ 160,646 Restricted cash 27,432 12,077 Total $ 454,416 $ 172,723 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Instruments Measured at Fair Value on Recurring Basis | Financial instruments that are measured at fair value on a recurring basis and their corresponding placement in the fair value hierarchy consisted of the following (in thousands): June 30, 2022 Level 1 Level 2 Level 3 Fair Value Assets: Cash equivalents $ 330,782 $ — $ — $ 330,782 Liabilities: Warrant liability - Public Warrants 2,877 — — 2,877 Warrant liability - Private Warrants — 1,631 — 1,631 Total liabilities $ 2,877 $ 1,631 $ — $ 4,508 December 31, 2021 Level 1 Level 2 Level 3 Fair Value Assets: Cash equivalents $ 408,082 $ — $ — $ 408,082 Liabilities: Warrant liability - Public Warrants 6,553 — — 6,553 Warrant liability - Private Warrants — 3,715 — 3,715 Total liabilities $ 6,553 $ 3,715 $ — $ 10,268 |
Schedule of Changes in Fair Value of Warrant Liability | 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, 2021 $ 6,553 $ 3,715 $ 10,268 Change in fair value of warrant liability (3,676) (2,084) (5,760) Fair value as of June 30, 2022 $ 2,877 $ 1,631 $ 4,508 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Schedule of Components of Net Lease Cost and Supplemental Cash Flow Information | The components of net lease cost were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Operating lease costs $ 9,723 $ 9,703 $ 18,825 $ 17,257 Short-term lease costs 9,221 5,760 14,514 12,808 Total lease costs $ 18,944 $ 15,463 $ 33,339 $ 30,065 |
Schedule of Supplemental Cash Flow Information | Supplemental cash flow information related to leases were as follows (in thousands): Six Months Ended June 30, 2022 2021 Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows paid for operating leases $ 18,962 $ 17,711 Right-of-use assets obtained in exchange for operating lease obligations $ 42,087 $ 64,518 |
Schedule of Supplemental Balance Sheet Information | Supplemental balance sheet information related to leases are as follows: June 30, 2022 December 31, 2021 Weighted-average remaining lease term (in years): Operating leases 6.0 6.4 Weighted-average discount rate: Operating leases 9.1 % 9.5 % |
Schedule of Maturities of Operating Leases | Maturities of lease liabilities, as of June 30, 2022, were as follows (in thousands): Year ending December 31, Operating Leases 2022 $ 19,301 2023 36,663 2024 31,271 2025 18,041 2026 11,249 Thereafter 42,484 Total lease payments 159,009 Less: Imputed interest (39,830) Total lease obligations $ 119,179 |
STOCKHOLDER_S EQUITY AND EQUI_2
STOCKHOLDER’S EQUITY AND EQUITY-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Profits Interests Activity | The following table summarizes the profits interests activity under the WUP management incentive plan as of June 30, 2022: Number of WUP Weighted-Average Grant (in thousands) Outstanding WUP profits interests as of January 1, 2022 28,819 $ 0.42 Granted — — Exchanged — — Expired/forfeited (6) 0.24 Outstanding WUP profits interests as of June 30, 2022 28,813 $ 0.42 |
Schedule of Nonvested Profit Interests Activity | The following table summarizes the status of non-vested WUP profits interests as of June 30, 2022: Number of WUP Weighted-Average Grant (in thousands) Non-vested WUP profits interests as of January 1, 2022 4,733 $ 0.35 Granted — — Vested (2,362) 0.34 Forfeited (6) 0.24 Non-vested WUP profits interests as of June 30, 2022 2,365 $ 0.37 |
Schedule of Restricted Interests Activity | The following table summarizes the restricted interests activity under the WUP management incentive plan as of June 30, 2022: Number of WUP Restricted Interests Weighted-Average Grant Date Fair Value (in thousands) Non-vested WUP restricted interests as of January 1, 2022 4,662 $ 3.98 Granted — — Vested (3,899) 4.00 Forfeited — — Non-vested WUP restricted interests as of June 30, 2022 763 $ 3.91 |
Schedule of Stock Option Activity | The following table summarizes the activity under the WUP stock option plan as of June 30, 2022: Number of WUP Weighted- Weighted-Average Grant (in thousands) Outstanding WUP stock options as of January 1, 2022 15,713 $ 7.52 $ 1.19 Granted — — — Exercised — — — Forfeited (691) 7.55 1.12 Expired — — — Outstanding WUP stock options as of June 30, 2022 15,022 $ 7.52 $ 1.19 Exercisable WUP stock options as of June 30, 2022 12,289 $ 7.42 $ 1.07 The following table summarizes the activity under the 2021 LTIP related to Wheels Up stock options as of June 30, 2022: Number of Wheels Up Weighted- Weighted-Average Grant (in thousands) Outstanding Wheels Up stock options as of January 1, 2022 921 $ 10.00 $ 4.75 Granted — — — Exercised — — — Forfeited — — — Expired — — — Outstanding Wheels Up stock options as of June 30, 2022 921 $ 10.00 $ 4.75 Exercisable Wheels Up stock options as of June 30, 2022 307 $ 10.00 $ 4.75 |
Schedule of Nonvested Share Activity | The following table summarizes the status of non-vested WUP stock options as of June 30, 2022: Number of WUP Stock Options Weighted-Average Grant (in thousands) Non-vested WUP stock options as of January 1, 2022 3,971 $ 1.63 Granted — — Vested (990) 1.34 Expired — — Forfeited (248) 1.64 Non-vested WUP stock options as of June 30, 2022 2,733 $ 1.73 The following table summarizes the status of non-vested Wheels Up stock options as of June 30, 2022: Number of Wheels Up Stock Options Weighted-Average Grant (in thousands) Non-vested Wheels Up stock options as of January 1, 2022 768 $ 4.75 Granted — — Vested (154) 4.75 Expired — — Forfeited — — Non-vested Wheels Up stock options as of June 30, 2022 614 $ 4.75 |
Schedule of LTIP RSUs | The following table summarizes the activity under the 2021 LTIP related to RSUs as of June 30, 2022: Number of RSUs Weighted-Average Grant (in thousands) Non-vested RSUs as of January 1, 2022 8,411 $ 7.32 Granted (1) 13,637 3.38 Vested (512) 6.35 Forfeited (1,923) 6.23 Non-vested RSUs as of June 30, 2022 19,613 $ 4.42 (1) Includes 1,600 RSUs granted to our Chief Executive Officer (“CEO”). See “ —2022 CEO Awards ” for additional details regarding this grant. |
Schedule of Performance Stock Units | The following table summarizes the activity under the 2021 LTIP related to PSUs as of June 30, 2022: Number of PSUs Weighted-Average Grant (in thousands) Non-vested PSUs as of January 1, 2022 — $ — Granted (1) 1,149 2.13 Vested — — Forfeited — — Non-vested PSUs as of June 30, 2022 (2) 1,149 $ 2.13 (1) Includes 380 PSUs granted to our CEO. See “ —2022 CEO Awards ” for additional details regarding this grant. |
Schedule of Equity-based Compensation Expense | The following table summarizes equity-based compensation expense recognized by condensed consolidated statement of operations line item (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Cost of revenue $ 3,307 $ 49 $ 7,739 $ 100 Technology and development 655 93 1,296 187 Sales and marketing 2,857 216 5,558 452 General and administrative 13,962 990 28,742 2,023 Total equity-based compensation expense $ 20,781 $ 1,348 $ 43,335 $ 2,762 |
NON-CONTROLLING INTERESTS (Tabl
NON-CONTROLLING INTERESTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Noncontrolling Interest [Abstract] | |
Schedule of Calculation of Non-controlling Interests | The calculation of non-controlling interests was as follows: June 30, 2022 December 31, 2021 Number of WUP common units held by Wheels Up (1) 244,274,300 100.0 % 245,834,569 99.2 % Number of vested WUP profits interests attributable to non-controlling interests (2) — % — % 2,045,995 0.8 % Total WUP common units and vested WUP profits interests outstanding 244,274,300 100.0 % 247,880,564 100.0 % |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted net loss per share (in thousands, except share data): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Numerator: Net loss attributable to Wheels Up Experience Inc. - basic and diluted $ (92,760) $ (26,156) $ (181,413) $ (55,565) Denominator: Weighted-average shares of Class A common stock outstanding - basic and diluted 244,086 169,024 244,347 168,936 Basic and diluted net loss per share of Class A common stock $ (0.38) $ (0.15) $ (0.74) $ (0.33) |
Schedule of Anti-dilutive Securities | 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 June 30, Six Months Ended June 30, 2022 2021 2022 2021 Warrants 12,521,494 — 12,521,494 — Earnout Shares 9,000,000 — 9,000,000 — RSUs (1) 22,574,086 — 22,574,086 — Stock options 15,943,297 16,234,297 15,943,297 16,234,297 Total anti-dilutive securities 60,038,877 16,234,297 60,038,877 16,234,297 (1) Includes RSUs, PSUs and CEO Market-Based RSUs outstanding as of June 30, 2022. |
BUSINESS COMBINATION - Narrativ
BUSINESS COMBINATION - Narrative (Details) $ / shares in Units, $ in Millions | Jul. 13, 2021 USD ($) tranche $ / shares shares | Jun. 30, 2022 shares | Dec. 31, 2021 shares | Jul. 12, 2021 shares |
Reverse Recapitalization [Line Items] | ||||
Awards converted (in shares) | 29,000,000 | |||
Common stock outstanding (in shares) | 244,274,300 | 245,834,569 | ||
Common stock issued (in shares) | 246,187,546 | 245,834,569 | ||
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 | |||
Number of warrants contained in each unit (in shares) | 0.3333 | |||
Number of tranches | tranche | 3 | |||
Warrants outstanding (in shares) | 12,521,494 | |||
Number of shares of common stock contained in each unit (in shares) | 1 | |||
Public Warrants | ||||
Reverse Recapitalization [Line Items] | ||||
Warrants outstanding (in shares) | 7,991,544 | |||
Units outstanding (in shares) | 23,974,362 | |||
Private Warrants | ||||
Reverse Recapitalization [Line Items] | ||||
Warrants outstanding (in shares) | 4,529,950 | |||
Warrants, sale price (in dollars per share) | $ / shares | $ 1.50 | |||
Earnout Share | ||||
Reverse Recapitalization [Line Items] | ||||
Nonvested awards (in shares) | 9,000,000 | |||
Earnout Share | First share price vesting threshold | ||||
Reverse Recapitalization [Line Items] | ||||
Nonvested awards (in shares) | 3,000,000 | |||
Earnout Share | Second share price vesting threshold | ||||
Reverse Recapitalization [Line Items] | ||||
Nonvested awards (in shares) | 3,000,000 | |||
Earnout Share | Third share price vesting threshold | ||||
Reverse Recapitalization [Line Items] | ||||
Nonvested awards (in shares) | 3,000,000 | |||
Common Class A | ||||
Reverse Recapitalization [Line Items] | ||||
Stock converted (in shares) | 190,000,000 | |||
Stock converted, conversion ratio | 1 | |||
Common Class A | Public Warrants | ||||
Reverse Recapitalization [Line Items] | ||||
Number of shares of common stock contained in each unit (in shares) | 1 | |||
Common Class A | Earnout Share | ||||
Reverse Recapitalization [Line Items] | ||||
Trading period (in days) | 20 days | |||
Consecutive trading period (in days) | 30 days | |||
Expiration period (in years) | 5 years | |||
Common Class A | Earnout Share | First share price vesting threshold | ||||
Reverse Recapitalization [Line Items] | ||||
Vesting milestone (in dollars per share) | $ / shares | $ 12.50 | |||
Expiration period (in years) | 5 years | |||
Common Class A | Earnout Share | Second share price vesting threshold | ||||
Reverse Recapitalization [Line Items] | ||||
Vesting milestone (in dollars per share) | $ / shares | $ 15 | |||
Common Class A | Earnout Share | Third share price vesting threshold | ||||
Reverse Recapitalization [Line Items] | ||||
Vesting milestone (in dollars per share) | $ / shares | $ 17.50 | |||
Common Class A | Aspirational | ||||
Reverse Recapitalization [Line Items] | ||||
Common stock outstanding (in shares) | 6,000,000 | |||
Common stock issued (in shares) | 6,000,000 | |||
Common Class A | Aspirational’s Public Shareholders | ||||
Reverse Recapitalization [Line Items] | ||||
Common stock outstanding (in shares) | 10,600,000 | |||
Common stock issued (in shares) | 10,600,000 |
PROPERTY AND EQUIPMENT - Schedu
PROPERTY AND EQUIPMENT - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 627,722 | $ 541,052 |
Less: Accumulated depreciation and amortization | (238,327) | (223,216) |
Total | 389,395 | 317,836 |
Aircraft | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 557,525 | 482,848 |
Software development costs | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 49,520 | 35,818 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 9,023 | 12,584 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,441 | 2,147 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,425 | 1,424 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,767 | 1,960 |
Tooling | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 3,507 | 3,129 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,514 | $ 1,142 |
PROPERTY AND EQUIPMENT - Narrat
PROPERTY AND EQUIPMENT - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization | $ 10.1 | $ 8.6 | $ 19.6 | $ 17.6 |
Capitalized computer software, additions | 7.4 | 3.1 | 12.9 | 5.7 |
Software development costs | ||||
Property, Plant and Equipment [Line Items] | ||||
Amortization | $ 3.1 | $ 1.5 | $ 5.3 | $ 3 |
REVENUE - Schedule of Disaggreg
REVENUE - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 425,512 | $ 285,580 | $ 751,147 | $ 547,237 |
Services transferred at a point in time: | Flights, net of discounts and incentives | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 284,071 | 212,660 | 520,434 | 403,134 |
Services transferred at a point in time: | Aircraft management | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 58,307 | 47,594 | 116,356 | 96,017 |
Services transferred at a point in time: | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 55,789 | 5,450 | 62,967 | 9,739 |
Services transferred over time: | Memberships | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 24,020 | 16,188 | 44,667 | 31,162 |
Services transferred over time: | Aircraft management | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 2,411 | 2,361 | 4,868 | 4,818 |
Services transferred over time: | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 914 | $ 1,327 | $ 1,855 | $ 2,367 |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||||
Discounts and incentives | $ 3.5 | $ 4.3 | $ 6.7 | $ 7.5 | |
Gross receivables from members and customers | 106.3 | 106.3 | $ 71.8 | ||
Undeposited funds | 12.5 | 12.5 | 13.5 | ||
Allowance for expected credit losses | 4.8 | 4.8 | 5.9 | ||
Capitalized sales commission and referral fees | 5 | 2.3 | 9.3 | 4 | |
Amortization expense | 4.2 | $ 1.9 | 7.7 | $ 3.5 | |
Prepaid expenses | |||||
Disaggregation of Revenue [Line Items] | |||||
Capitalized contract cost, net | 10.2 | 10.2 | 8.6 | ||
Other current assets | |||||
Disaggregation of Revenue [Line Items] | |||||
Capitalized contract cost, net | $ 1.6 | $ 1.6 | $ 1.4 |
REVENUE - Contract Balances (De
REVENUE - Contract Balances (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Disaggregation of Revenue [Line Items] | ||
Deferred revenue - total | $ 1,041,072 | $ 935,484 |
Less: Deferred revenue - current | (1,039,279) | (933,527) |
Deferred revenue - non-current | 1,793 | 1,957 |
Flights - Prepaid Blocks and jet cards | ||
Disaggregation of Revenue [Line Items] | ||
Deferred revenue - total | 989,019 | 876,750 |
Memberships - annual dues | ||
Disaggregation of Revenue [Line Items] | ||
Deferred revenue - total | 42,886 | 47,069 |
Memberships - initiation fees | ||
Disaggregation of Revenue [Line Items] | ||
Deferred revenue - total | 3,785 | 4,072 |
Flights - credits | ||
Disaggregation of Revenue [Line Items] | ||
Deferred revenue - total | 5,190 | 6,633 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Deferred revenue - total | $ 192 | $ 960 |
REVENUE - Changes in Deferred R
REVENUE - Changes in Deferred Revenue (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Contract with Customer, Liability [Roll Forward] | |
Deferred revenue - beginning balance | $ 935,484 |
Amounts deferred during the period | 702,882 |
Revenue recognized from amounts included in the deferred revenue beginning balance | (378,699) |
Revenue from current period sales | (218,595) |
Deferred revenue - ending balance | $ 1,041,072 |
REVENUE - Performance Obligatio
REVENUE - Performance Obligation Narrative (Details) $ in Millions | Jun. 30, 2022 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized in future periods | $ 338 |
Revenue recognition periods (in years) | 6 months |
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 expected to be recognized in future periods | $ 452.1 |
Revenue recognition periods (in years) | 1 year |
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 expected to be recognized in future periods | $ 125.7 |
Revenue recognition periods (in years) | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized in future periods | $ 125.3 |
Revenue recognition periods (in years) | 1 year |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) $ in Thousands | 6 Months Ended | ||
Apr. 01, 2022 USD ($) location continent | Feb. 03, 2022 USD ($) aircraft | Jun. 30, 2022 USD ($) | |
Alante Air | |||
Business Acquisition [Line Items] | |||
Consideration transferred | $ 15,500 | ||
Number of jets | aircraft | 12 | ||
Acquisition related fees | $ 500 | ||
Cash | 3,000 | ||
Accounts receivables | 1,400 | ||
Revenue of acquiree since acquisition date | $ 2,600 | ||
Earnings or loss of acquiree since acquisition date | (13,700) | ||
Alante Air | Eliminated in consolidation upon acquisition | |||
Business Acquisition [Line Items] | |||
Accounts receivables | $ 15 | ||
Air Partner | |||
Business Acquisition [Line Items] | |||
Consideration transferred | $ 108,200 | ||
Acquisition related fees | 2,900 | ||
Cash | 18,000 | ||
Accounts receivables | $ 17,400 | ||
Revenue of acquiree since acquisition date | 34,800 | ||
Earnings or loss of acquiree since acquisition date | $ 4,900 | ||
Number of operating location | location | 18 | ||
Operating continents | continent | 4 |
ACQUISITIONS - Preliminary Purc
ACQUISITIONS - Preliminary Purchase Price (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Apr. 01, 2022 | Feb. 03, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 528,327 | $ 437,398 | ||
Alante Air | ||||
Business Acquisition [Line Items] | ||||
Current assets | $ 4,452 | |||
Goodwill | 13,069 | |||
Other assets | 22,048 | |||
Total assets acquired | 39,569 | |||
Total liabilities assumed | (24,101) | |||
Net assets acquired | $ 15,468 | |||
Air Partner | ||||
Business Acquisition [Line Items] | ||||
Current assets | $ 51,723 | |||
Property and equipment, net | 2,012 | |||
Operating lease right-of-use assets | 2,960 | |||
Goodwill | 83,399 | |||
Intangible assets | 20,919 | |||
Restricted cash | 27,507 | |||
Other assets | 1,536 | |||
Total assets acquired | 190,056 | |||
Total liabilities assumed | (81,865) | |||
Net assets acquired | $ 108,191 |
ACQUISITIONS - Intangible Asset
ACQUISITIONS - Intangible Assets Acquired (Details) - Acquisition of Air Partner $ in Thousands | Apr. 01, 2022 USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets acquired | $ 20,919 |
Weighted-Average Amortization Period (Years) | 5 years 1 month 6 days |
Customer relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets acquired | $ 16,521 |
Weighted-Average Amortization Period (Years) | 5 years 8 months 12 days |
Backlog | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets acquired | $ 1,457 |
Weighted-Average Amortization Period (Years) | 1 year 6 months |
Trade name | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets acquired | $ 1,930 |
Weighted-Average Amortization Period (Years) | 1 year 10 months 24 days |
Developed technology | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets acquired | $ 1,011 |
Weighted-Average Amortization Period (Years) | 5 years 9 months 18 days |
ACQUISITIONS - Unaudited Pro Fo
ACQUISITIONS - Unaudited Pro Forma Summary of Operations (Details) - Mountain Aviation, LLC - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Business Acquisition [Line Items] | ||||
Net revenue | $ 425,512 | $ 316,908 | $ 788,966 | $ 605,114 |
Net loss | (91,443) | (27,450) | (179,132) | (61,477) |
Net loss attributable to Wheels Up Experience Inc. | $ (91,443) | $ (24,798) | $ (178,756) | $ (55,846) |
Net income (loss) per share, basic (in dollars per share) | $ (0.37) | $ (0.15) | $ (0.73) | $ (0.33) |
Net income (loss) per share, diluted (in dollars per share) | $ (0.37) | $ (0.15) | $ (0.73) | $ (0.33) |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Schedule of Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 437,398 |
Ending balance | 528,327 |
Acquisition of Alante Air | |
Goodwill [Roll Forward] | |
Acquisition | 13,069 |
Acquisition of Air Partner | |
Goodwill [Roll Forward] | |
Acquisition | 83,399 |
Foreign currency translation adjustments | $ (5,539) |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 208,533 | $ 189,185 |
Accumulated Amortization | 53,867 | 42,226 |
Net Carrying Value | 154,666 | 146,959 |
Status | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 80,000 | 80,000 |
Accumulated Amortization | 19,644 | 15,644 |
Net Carrying Value | 60,356 | 64,356 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 89,880 | 74,600 |
Accumulated Amortization | 19,081 | 14,443 |
Net Carrying Value | 70,799 | 60,157 |
Non-competition agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 210 | 210 |
Accumulated Amortization | 210 | 209 |
Net Carrying Value | 0 | 1 |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 16,015 | 14,230 |
Accumulated Amortization | 6,761 | 5,493 |
Net Carrying Value | 9,254 | 8,737 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 20,480 | 19,545 |
Accumulated Amortization | 7,831 | 6,380 |
Net Carrying Value | 12,649 | 13,165 |
Leasehold interest - favorable | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 600 | 600 |
Accumulated Amortization | 69 | 57 |
Net Carrying Value | 531 | $ 543 |
Backlog | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 1,348 | |
Accumulated Amortization | 271 | |
Net Carrying Value | $ 1,077 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 6.5 | $ 5.3 | $ 11.7 | $ 10.6 |
Amortization of intangible liabilities | $ 0.5 | $ 0.5 | $ 1 | $ 1 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Intangible Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Gross Carrying Value | $ 20,000 | $ 20,000 |
Accumulated Amortization | 4,917 | 3,917 |
Net Carrying Value | $ 15,083 | $ 16,083 |
GOODWILL AND INTANGIBLE ASSET_6
GOODWILL AND INTANGIBLE ASSETS - Future Amortization (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Intangible Assets | ||
2022 | $ 12,832 | |
2023 | 23,608 | |
2024 | 22,910 | |
2025 | 22,497 | |
2026 | 21,638 | |
Thereafter | 51,181 | |
Net Carrying Value | 154,666 | $ 146,959 |
Intangible Liabilities | ||
2022 | 1,000 | |
2023 | 2,000 | |
2024 | 2,000 | |
2025 | 2,000 | |
2026 | 2,000 | |
Thereafter | 6,083 | |
Net Carrying Value | $ 15,083 | $ 16,083 |
CASH, CASH EQUIVALENTS AND RE_3
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Cash and Cash Equivalents [Line Items] | |||||
Cash equivalents | $ 330,800 | $ 330,800 | $ 408,100 | ||
Interest income | 405 | $ 6 | 482 | $ 18 | |
Restricted cash | 27,432 | 12,077 | 27,432 | 12,077 | |
Cash Equivalents | |||||
Cash and Cash Equivalents [Line Items] | |||||
Interest income | 400 | $ 6 | 500 | $ 18 | |
Demand Deposits | |||||
Cash and Cash Equivalents [Line Items] | |||||
Restricted cash | $ 25,300 | $ 25,300 |
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 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 426,984 | $ 784,574 | $ 160,646 | |
Restricted cash | 27,432 | 12,077 | ||
Total | $ 454,416 | $ 786,722 | $ 172,723 | $ 324,876 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Financial Instruments Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 330,782 | $ 408,082 |
Warrant liability | 4,508 | 10,268 |
Total liabilities | 4,508 | 10,268 |
Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 2,877 | 6,553 |
Private Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 1,631 | 3,715 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 330,782 | 408,082 |
Total liabilities | 2,877 | 6,553 |
Level 1 | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 2,877 | 6,553 |
Level 1 | Private Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Total liabilities | 1,631 | 3,715 |
Level 2 | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 0 | 0 |
Level 2 | Private Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 1,631 | 3,715 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Total liabilities | 0 | 0 |
Level 3 | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 0 | 0 |
Level 3 | Private Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Changes in the Fair Value of the Warrant Liability (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value, beginning balance | $ 10,268 |
Change in fair value of warrant liability | (5,760) |
Fair value, ending balance | 4,508 |
Public Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value, beginning balance | 6,553 |
Change in fair value of warrant liability | (3,676) |
Fair value, ending balance | 2,877 |
Private Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value, beginning balance | 3,715 |
Change in fair value of warrant liability | (2,084) |
Fair value, ending balance | $ 1,631 |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 21, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |||||
Repayments of long-term debt | $ 175,500 | $ 0 | $ 29,250 | ||
Amortization of deferred financing costs and debt discount | $ 0 | $ 300 | $ 0 | $ 618 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Sales and excise tax payable | $ 9.5 | $ 8.5 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Leases [Abstract] | ||||
Variable lease payments | $ 4,600 | $ 4,300 | $ 9,000 | $ 8,900 |
Lessee, Lease, Description [Line Items] | ||||
Costs | 18,944 | 15,463 | 33,339 | 30,065 |
Aircraft and Operating Facilities | ||||
Lessee, Lease, Description [Line Items] | ||||
Costs | 15,800 | 13,700 | 28,300 | 26,800 |
Corporate Headquarters and Other Office Space | ||||
Lessee, Lease, Description [Line Items] | ||||
Costs | $ 3,100 | $ 1,600 | $ 5,100 | $ 3,200 |
LEASES - Components of Net Leas
LEASES - Components of Net Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Leases [Abstract] | ||||
Operating lease costs | $ 9,723 | $ 9,703 | $ 18,825 | $ 17,257 |
Short-term lease costs | 9,221 | 5,760 | 14,514 | 12,808 |
Total lease costs | $ 18,944 | $ 15,463 | $ 33,339 | $ 30,065 |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash paid for amounts included in the measurement of operating lease liabilities: | ||
Operating cash flows paid for operating leases | $ 18,962 | $ 17,711 |
Right-of-use assets obtained in exchange for operating lease obligations | $ 42,087 | $ 64,518 |
LEASES - Supplemental Balance S
LEASES - Supplemental Balance Sheet Information (Details) | Jun. 30, 2022 | Dec. 31, 2021 |
Weighted-average remaining lease term (in years): | ||
Operating leases | 6 years | 6 years 4 months 24 days |
Weighted-average discount rate: | ||
Operating leases | 9.10% | 9.50% |
LEASES - Maturities of Operatin
LEASES - Maturities of Operating Leases (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Leases [Abstract] | |
2022 | $ 19,301 |
2023 | 36,663 |
2024 | 31,271 |
2025 | 18,041 |
2026 | 11,249 |
Thereafter | 42,484 |
Total lease payments | 159,009 |
Less: Imputed interest | (39,830) |
Total lease obligations | $ 119,179 |
STOCKHOLDER_S EQUITY AND EQUI_3
STOCKHOLDER’S EQUITY AND EQUITY-BASED COMPENSATION - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 08, 2022 day shares | Jul. 13, 2021 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) vote $ / shares shares | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) plan vote $ / shares shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock authorized (in shares) | 2,500,000,000 | 2,500,000,000 | 2,500,000,000 | ||||
Common stock par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Preferred stock authorized (in shares) | 25,000,000 | 25,000,000 | |||||
Preferred stock par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Number of approved plans | plan | 9 | ||||||
Compensation expense | $ | $ 20,781 | $ 1,348 | $ 43,335 | $ 2,762 | |||
Shares withheld for employee taxes on vested equity (In shares) | 230,866 | 1,913,246 | |||||
Shares withheld for employee taxes on vested equity awards | $ | $ (600) | $ (6,700) | |||||
Shares withheld for tax withholding obligation per share (in dollars per share) | $ / shares | $ 2.52 | $ 3.59 | |||||
Common Class A | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock authorized (in shares) | 2,500,000,000 | 2,500,000,000 | |||||
Common stock par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Voting rights per share | vote | 1 | 1 | |||||
WUP Profits Interests | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Weighted average remaining contractual term (in years) | 9 years | ||||||
Unrecognized compensation cost | $ | $ 500 | $ 500 | |||||
Unrecognized compensation cost recognition period (in years) | 8 months 12 days | ||||||
Total vested fair value | $ | $ 800 | ||||||
Granted (in shares) | 0 | ||||||
Vested or will vest (in shares) | 2,362,000 | ||||||
Compensation expense | $ | $ 200 | 200 | $ 900 | 500 | |||
Nonvested awards (in shares) | 2,365,000 | 2,365,000 | 4,733,000 | ||||
WUP Restricted Interests | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Weighted average remaining contractual term (in years) | 7 years 6 months | ||||||
Unrecognized compensation cost recognition period (in years) | 2 months 12 days | ||||||
Total vested fair value | $ | $ 15,600 | ||||||
Unrecognized compensation | $ | $ 100 | $ 100 | |||||
Vesting period (in years) | 4 years | ||||||
Service period (in years) | 4 years | ||||||
Vesting period after initial public offering (in months) | 6 months | ||||||
Vesting period after lock-up period (in days) | 30 days | ||||||
Vested or will vest (in shares) | 3,899,000 | ||||||
Compensation expense | $ | 200 | 0 | $ 400 | 0 | |||
Stock options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Compensation expense | $ | 1,100 | 1,100 | 4,200 | 2,300 | |||
RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Compensation expense | $ | 9,700 | 0 | $ 18,700 | 0 | |||
Earnout Share | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation cost recognition period (in years) | 9 months 18 days | ||||||
Unrecognized compensation | $ | 20,800 | $ 20,800 | |||||
Compensation expense | $ | $ 9,600 | $ 0 | $ 19,100 | $ 0 | |||
Nonvested awards (in shares) | 9,000,000 | ||||||
Earnout Share | Vesting period one | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Nonvested awards (in shares) | 3,000,000 | 3,000,000 | |||||
Earnout Share | Vesting period two | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Nonvested awards (in shares) | 3,000,000 | 3,000,000 | |||||
Earnout Share | Vesting period three | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Nonvested awards (in shares) | 3,000,000 | 3,000,000 | |||||
Earnout Share | Common Class A | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Expiration period (in years) | 5 years | ||||||
Earnout Share | Common Class A | Vesting period one | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting milestone (in dollars per share) | $ / shares | $ 12.50 | ||||||
Minimum threshold days (in days) | 20 days | ||||||
Number of consecutive trading days (in days) | 30 days | ||||||
Expiration period (in years) | 5 years | ||||||
Earnout Share | Common Class A | Vesting period two | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting milestone (in dollars per share) | $ / shares | $ 15 | ||||||
Earnout Share | Common Class A | Vesting period three | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting milestone (in dollars per share) | $ / shares | $ 17.50 | ||||||
Profit Interest Based Award and Restricted Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Weighted average remaining contractual term (in years) | 1 year 8 months 12 days | ||||||
Compensation expense | $ | $ 57,900 | ||||||
2022 Inducement Grant Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Inducement grant plan (in shares) | 2,051,282 | 2,051,282 | |||||
MIP Plan VII | WUP Profits Interests | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares authorized (in shares) | 31,300,000 | 31,300,000 | |||||
MIP Plan VII | WUP Restricted Interests | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares authorized (in shares) | 4,700,000 | 4,700,000 | |||||
WUP Stock Option Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation | $ | $ 2,800 | $ 2,800 | |||||
Fair value of stock options vested | $ | $ 1,300 | ||||||
WUP Stock Option Plan | Stock options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares authorized (in shares) | 17,500,000 | 17,500,000 | |||||
Unrecognized compensation cost recognition period (in years) | 1 year 1 month 6 days | ||||||
Aggregate intrinsic value | $ | $ 0 | $ 0 | |||||
Weighted average remaining contractual term, outstanding (in years) | 7 years 3 months 18 days | ||||||
Weighted average remaining contractual term, exercisable (in years) | 7 years 2 months 12 days | ||||||
WUP Stock Option Plan | Stock options | Common Class A | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Voting rights per share | vote | 1 | 1 | |||||
2021 LTIP | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares authorized (in shares) | 27,300,000 | 27,300,000 | |||||
Unrecognized compensation | $ | $ 2,700 | $ 2,700 | |||||
Fair value of stock options vested | $ | $ 700 | ||||||
2021 LTIP | Stock options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation cost recognition period (in years) | 1 year 10 months 24 days | ||||||
Aggregate intrinsic value | $ | 0 | $ 0 | |||||
Weighted average remaining contractual term, outstanding (in years) | 9 years | ||||||
Weighted average remaining contractual term, exercisable (in years) | 9 years | ||||||
2021 LTIP | RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation cost recognition period (in years) | 2 years 6 months | ||||||
Unrecognized compensation | $ | $ 76,800 | $ 76,800 | |||||
Fair value of stock options vested | $ | $ 3,300 | ||||||
Granted (in shares) | 13,637,000 | ||||||
Vested or will vest (in shares) | 512,000 | ||||||
Nonvested awards (in shares) | 19,613,000 | 19,613,000 | 8,411,000 | ||||
2021 LTIP | Performance Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unvested grant day fair value | $ | $ 1,900 | ||||||
Granted (in shares) | 1,149,000 | ||||||
Vested or will vest (in shares) | 0 | ||||||
Nonvested awards (in shares) | 1,149,000 | 1,149,000 | 0 | ||||
2022 CEO Awards | RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | 1,600,000 | 1,600,000 | |||||
2022 CEO Awards | Service award | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period (in years) | 3 years | ||||||
2022 CEO Awards | Performance-based RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | 380,000 | ||||||
Vested or will vest (in shares) | 0 | ||||||
2022 CEO Awards | Performance-based RSUs | Vesting period one | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation cost recognition period (in years) | 7 months 6 days | ||||||
Unrecognized compensation | $ | $ 300 | $ 300 | |||||
Vested or will vest (in shares) | 133,333 | ||||||
2022 CEO Awards | Market-based RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation cost recognition period (in years) | 3 years 9 months 18 days | ||||||
Unrecognized compensation | $ | 300 | $ 300 | |||||
Granted (in shares) | 1,615,000 | ||||||
Vested or will vest (in shares) | 0 | ||||||
Grant date fair value | $ | $ 300 | $ 300 | |||||
Derived weighted-average service period | 3 years 9 months 18 days | ||||||
2022 CEO Awards | Market-based RSUs | Vesting period one | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting condition, threshold consecutive trading days | day | 30 |
STOCKHOLDER_S EQUITY AND EQUI_4
STOCKHOLDER’S EQUITY AND EQUITY-BASED COMPENSATION - Summary of Profits Interest Activity (Details) - WUP Profits Interests shares in Thousands | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Number of RSUs | |
Beginning balance (in shares) | shares | 28,819 |
Granted (in shares) | shares | 0 |
Exchanged (in shares) | shares | 0 |
Expired and Forfeited (in shares) | shares | (6) |
Ending balance (in shares) | shares | 28,813 |
Weighted-Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 0.42 |
Granted (in dollars per share) | $ / shares | 0 |
Exchanged (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 0.24 |
Ending balance (in dollars per share) | $ / shares | $ 0.42 |
STOCKHOLDER_S EQUITY AND EQUI_5
STOCKHOLDER’S EQUITY AND EQUITY-BASED COMPENSATION - Schedule of Nonvested Profit Interests (Details) - WUP Profits Interests shares in Thousands | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Number of WUP Profits Interests | |
Beginning balance (in shares) | shares | 4,733 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | (2,362) |
Forfeited (in shares) | shares | (6) |
Ending balance (in shares) | shares | 2,365 |
Weighted-Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 0.35 |
Granted (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 0.34 |
Forfeited (in dollars per share) | $ / shares | 0.24 |
Ending balance (in dollars per share) | $ / shares | $ 0.37 |
STOCKHOLDER_S EQUITY AND EQUI_6
STOCKHOLDER’S EQUITY AND EQUITY-BASED COMPENSATION - Summary of Restricted Interests Activity (Details) - WUP Restricted Interests shares in Thousands | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |
Beginning balance (in shares) | shares | 4,662 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | (3,899) |
Expired and Forfeited (in shares) | shares | 0 |
Ending balance (in shares) | shares | 763 |
Weighted-Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 3.98 |
Granted (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 4 |
Forfeited (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | $ 3.91 |
STOCKHOLDER_S EQUITY AND EQUI_7
STOCKHOLDER’S EQUITY AND EQUITY-BASED COMPENSATION - Summary of Stock Option Activity (Details) - Stock options - $ / shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
WUP Stock Option Plan | ||
Number of WUP Stock Options | ||
Beginning balance (in shares) | 15,713 | |
Granted (in shares) | 0 | |
Exercised (in shares) | 0 | |
Forfeited (in shares) | (691) | |
Expired (in shares) | 0 | |
Ending balance (in shares) | 15,022 | |
Exercisable (in shares) | 12,289 | |
Weighted- Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 7.52 | |
Granted (in dollars per share) | 0 | |
Exercised (in dollars per share) | 0 | |
Forfeited (in dollars per share) | 7.55 | |
Expired (in dollars per share) | 0 | |
Ending balance (in dollars per share) | 7.52 | |
Exercisable (in dollars per share) | 7.42 | |
Weighted-Average Grant Date Fair Value | ||
Beginning balance (in dollars per share) | 1.19 | $ 1.19 |
Granted (in dollars per share) | 0 | |
Exercised (in dollars per share) | 0 | |
Forfeited (in dollars per share) | 1.12 | |
Expired (in dollars per share) | 0 | |
Ending balance (in dollars per share) | 1.19 | |
Exercisable (in dollars per share) | $ 1.07 | |
2021 LTIP | ||
Number of WUP Stock Options | ||
Beginning balance (in shares) | 921 | |
Granted (in shares) | 0 | |
Exercised (in shares) | 0 | |
Forfeited (in shares) | 0 | |
Expired (in shares) | 0 | |
Ending balance (in shares) | 921 | |
Exercisable (in shares) | 307 | |
Weighted- Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 10 | |
Granted (in dollars per share) | 0 | |
Exercised (in dollars per share) | 0 | |
Forfeited (in dollars per share) | 0 | |
Expired (in dollars per share) | 0 | |
Ending balance (in dollars per share) | 10 | |
Exercisable (in dollars per share) | 10 | |
Weighted-Average Grant Date Fair Value | ||
Beginning balance (in dollars per share) | 4.75 | $ 4.75 |
Granted (in dollars per share) | 0 | |
Exercised (in dollars per share) | 0 | |
Forfeited (in dollars per share) | 0 | |
Expired (in dollars per share) | 0 | |
Ending balance (in dollars per share) | 4.75 | |
Exercisable (in dollars per share) | $ 4.75 |
STOCKHOLDER_S EQUITY AND EQUI_8
STOCKHOLDER’S EQUITY AND EQUITY-BASED COMPENSATION - Schedule of Nonvested Share Activity (Details) - Stock options shares in Thousands | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
WUP Stock Option Plan | |
Number of WUP Stock Options | |
Beginning balance (in shares) | shares | 3,971 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | (990) |
Expired (in shares) | shares | 0 |
Forfeited (in shares) | shares | (248) |
Ending balance (in shares) | shares | 2,733 |
Weighted-Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 1.63 |
Granted (in dollars per share) | $ / shares | 0 |
Vested, (in dollars per share) | $ / shares | 1.34 |
Expired (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 1.64 |
Ending balance (in dollars per share) | $ / shares | $ 1.73 |
2021 LTIP | |
Number of WUP Stock Options | |
Beginning balance (in shares) | shares | 768 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | (154) |
Expired (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Ending balance (in shares) | shares | 614 |
Weighted-Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 4.75 |
Granted (in dollars per share) | $ / shares | 0 |
Vested, (in dollars per share) | $ / shares | 4.75 |
Expired (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | $ 4.75 |
STOCKHOLDER_S EQUITY AND EQUI_9
STOCKHOLDER’S EQUITY AND EQUITY-BASED COMPENSATION - Schedule of LTIP RSUs (Details) - RSUs - $ / shares | 6 Months Ended | |
Jun. 08, 2022 | Jun. 30, 2022 | |
2021 LTIP | ||
Number of RSUs | ||
Beginning balance (in shares) | 8,411,000 | |
Granted (in shares) | 13,637,000 | |
Vested (in shares) | (512,000) | |
Forfeited (in shares) | (1,923,000) | |
Ending balance (in shares) | 19,613,000 | |
Weighted-Average Grant Date Fair Value | ||
Beginning balance (in dollars per share) | $ 7.32 | |
Granted (in dollars per share) | 3.38 | |
Vested (in dollars per share) | 6.35 | |
Forfeited (in dollars per share) | 6.23 | |
Ending balance (in dollars per share) | $ 4.42 | |
2022 CEO Awards | ||
Number of RSUs | ||
Granted (in shares) | 1,600,000 | 1,600,000 |
STOCKHOLDER_S EQUITY AND EQU_10
STOCKHOLDER’S EQUITY AND EQUITY-BASED COMPENSATION - Performance Stock Units (Details) - Performance Stock Units - 2021 LTIP shares in Thousands | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Number of RSUs | |
Beginning balance (in shares) | 0 |
Granted (in shares) | 1,149 |
Vested (in shares) | 0 |
Forfeited (in shares) | 0 |
Ending balance (in shares) | 1,149 |
Weighted-Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 2.13 |
Vested (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | $ 2.13 |
Minimum | |
Weighted-Average Grant Date Fair Value | |
Level of performance | 8,000% |
Maximum | |
Weighted-Average Grant Date Fair Value | |
Level of performance | 120% |
Common Class A | May settle | |
Number of RSUs | |
Beginning balance (in shares) | |
Ending balance (in shares) | 769 |
STOCKHOLDER_S EQUITY AND EQU_11
STOCKHOLDER’S EQUITY AND EQUITY-BASED COMPENSATION - Equity-based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total equity-based compensation expense | $ 20,781 | $ 1,348 | $ 43,335 | $ 2,762 |
Cost of revenue | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total equity-based compensation expense | 3,307 | 49 | 7,739 | 100 |
Technology and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total equity-based compensation expense | 655 | 93 | 1,296 | 187 |
Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total equity-based compensation expense | 2,857 | 216 | 5,558 | 452 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total equity-based compensation expense | $ 13,962 | $ 990 | $ 28,742 | $ 2,023 |
NON-CONTROLLING INTERESTS - Sch
NON-CONTROLLING INTERESTS - Schedule of Calculation of Non-controlling Interests (Details) | Jun. 30, 2022 shares | Dec. 31, 2021 shares |
Noncontrolling Interest [Abstract] | ||
Number of LLC common units held by Wheels Up (in shares) | 244,274,300 | 245,834,569 |
Number of vested WUP profits interests attributable to non-controlling interests (in shares) | 0 | 2,045,995 |
Total LLC common units and vested WUP profits interests outstanding (in shares) | 244,274,300 | 247,880,564 |
Number of LLC common units held by Wheels Up | 1 | 0.992 |
Number of vested WUP profits interests attributable to non-controlling interests | 0 | 0.008 |
Total LLC common units and vested WUP profits interests outstanding | 1 | 1 |
Units issuable upon conversion of vested and unvested profits interests (in shares) | 0 |
NON-CONTROLLING INTERESTS - Nar
NON-CONTROLLING INTERESTS - Narrative (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Noncontrolling Interest [Abstract] | ||||
Weighted average ownership percentage by parent (as a percent) | 0 | 0.097 | 0.002 | 0.092 |
RELATED PARTIES (Details)
RELATED PARTIES (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Affiliated entity, family member | |||||
Related Party Transaction [Line Items] | |||||
Expenses with related parties | $ 0 | $ 0.1 | |||
Commercial cooperation agreement | |||||
Related Party Transaction [Line Items] | |||||
Expenses with related parties | 0 | $ 1 | $ 0.3 | 1.8 | |
Payable to related parties | 4.2 | 4.2 | $ 5.3 | ||
Discounted flights to affiliates | |||||
Related Party Transaction [Line Items] | |||||
Revenue from related parties | 0.5 | 0.5 | 1.4 | 1.2 | |
Discounted flights to affiliates | Director | |||||
Related Party Transaction [Line Items] | |||||
Revenue from related parties | 1.2 | 0.3 | 2.6 | 0.7 | |
Aircraft leased | Director | |||||
Related Party Transaction [Line Items] | |||||
Revenue from related parties | 0.1 | 0.1 | 0.2 | $ 0.2 | |
Marketing expenses | Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Expenses with related parties | $ 0 | $ 0 | $ 0.3 |
NET LOSS PER SHARE - Schedule o
NET LOSS PER SHARE - Schedule of Basic and Diluted Net Income (Loss) per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Numerator: | ||||
Net income (loss) attributable to Wheels Up Experience Inc. - basic | $ (92,760,000) | $ (26,156,000) | $ (181,413,000) | $ (55,565,000) |
Net income (loss) attributable to Wheels Up Experience Inc. - diluted | $ (92,760,000) | $ (26,156,000) | $ (181,413,000) | $ (55,565,000) |
Denominator: | ||||
Weighted-average shares of Class A common stock outstanding - basic (in shares) | 244,086,036 | 169,023,943 | 244,347,439 | 168,935,745 |
Weighted-average shares of Class A common stock outstanding - diluted (in shares) | 244,086,036 | 169,023,943 | 244,347,439 | 168,935,745 |
Basic net income (loss) per share of Class A common stock (in dollars per share) | $ (0.38) | $ (0.15) | $ (0.74) | $ (0.33) |
Diluted net income (loss) per share of Class A common stock (in dollars per share) | $ (0.38) | $ (0.15) | $ (0.74) | $ (0.33) |
Dividends declared | $ 0 | $ 0 | $ 0 | $ 0 |
NET LOSS PER SHARE - Schedule_2
NET LOSS PER SHARE - Schedule of Antidilutive Securities (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities (in shares) | 60,038,877 | 16,234,297 | 60,038,877 | 16,234,297 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities (in shares) | 12,521,494 | 0 | 12,521,494 | 0 |
Earnout Shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities (in shares) | 9,000,000 | 0 | 9,000,000 | 0 |
RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities (in shares) | 22,574,086 | 0 | 22,574,086 | 0 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities (in shares) | 15,943,297 | 16,234,297 | 15,943,297 | 16,234,297 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 320,000 | $ 0 | $ 320,000 | $ 0 |
Effective income tax rate (as a percent) | (0.30%) | 0% | (0.20%) | 0% |
WARRANTS (Details)
WARRANTS (Details) - $ / shares | Sep. 25, 2021 | Jun. 30, 2022 | Jul. 13, 2021 | Jul. 12, 2021 |
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | 12,521,494 | |||
Number of shares of common stock contained in each unit (in shares) | 1 | |||
Warrants, exercise price (in dollars per share) | $ 11.50 | |||
Warrants, exercisable, period after completion of Aspirational initial public offering (in months) | 12 months | |||
Warrants, expiration term (in years) | 5 years | |||
Public Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | 7,991,544 | |||
Private Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | 4,529,950 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) shares in Millions | Jul. 01, 2022 shares |
Subsequent Event | Chief Financial Officer | RSUs | |
Subsequent Event [Line Items] | |
Granted (in shares) | 2.1 |