WHEELS UP EXPERIENCE INC.
UPDATED UNAUDITED FINANCIAL STATEMENTS AND NON-GAAP RECONCILIATIONS
| | |
AS OF AND FOR THE THREE MONTHS AND YEAR ENDED DECEMBER 31, 2022 |
Explanatory Note
Wheels Up Experience Inc. (the “Company” or “Wheels Up”) is furnishing this Exhibit 99.2 to the Company’s Current Report on Form 8-K/A (the “Current Report”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2023 to reflect the updated unaudited condensed consolidated financial statements and reconciliations of Net loss to Adjusted EBITDA (as defined herein) based on the adjustments as of and for the three months and year ended December 31, 2022 described in the Current Report. These updated unaudited condensed consolidated financial statements and reconciliations of Net loss to Adjusted EBITDA replace the corresponding unaudited financial statements presented in the Company’s press release announcing its unaudited financial results as of and for the three months and year ended December 31, 2022 that was furnished as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 9, 2023.
Updated Financial Statements and Reconciliations
Financial Highlights
| | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | |
(In thousands, except percentages) | 2022 | | 2021 | | % Change |
Net loss | $ | (224,910) | | | $ | (76,608) | | | 194 | % |
| | | | | |
| Twelve Months Ended December 31, | | |
(In thousands, except percentages) | 2022 | | 2021 | | % Change |
Net loss | $ | (555,547) | | | $ | (197,230) | | | 182 | % |
WHEELS UP EXPERIENCE INC.
UPDATED UNAUDITED FINANCIAL STATEMENTS AND NON-GAAP RECONCILIATIONS
| | |
AS OF AND FOR THE THREE MONTHS AND YEAR ENDED DECEMBER 31, 2022 |
WHEELS UP EXPERIENCE INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands, except share data)
| | | | | | | | | | | |
| December 31, 2022 | | December 31, 2021 |
ASSETS | | | |
Current assets: | | | |
Cash and cash equivalents | $ | 585,881 | | | $ | 784,574 | |
Accounts receivable, net | 112,383 | | | 79,403 | |
Other receivables | 5,524 | | | 8,061 | |
Parts and supplies inventories, net | 29,000 | | | 9,410 | |
Aircraft inventory | 24,826 | | | — | |
Aircraft held for sale | 8,952 | | | 18,101 | |
Prepaid expenses | 39,715 | | | 21,789 | |
Other current assets | 13,338 | | | 11,736 | |
Total current assets | 819,619 | | | 933,074 | |
Property and equipment, net | 394,559 | | | 317,836 | |
Operating lease right-of-use assets | 106,735 | | | 108,582 | |
Goodwill | 348,118 | | | 437,398 | |
Intangible assets, net | 141,765 | | | 146,959 | |
Restricted cash | 34,272 | | | 2,148 | |
Other non-current assets | 78,157 | | | 35,067 | |
Total assets | $ | 1,923,225 | | | $ | 1,981,064 | |
LIABILITIES AND EQUITY | | | |
Current liabilities: | | | |
Current maturities of long-term debt | $ | 27,006 | | | $ | — | |
Accounts payable | 43,166 | | | 43,672 | |
Accrued expenses | 148,947 | | | 107,153 | |
Deferred revenue, current | 1,075,133 | | | 933,527 | |
Operating lease liabilities, current | 29,945 | | | 31,617 | |
Intangible liabilities, current | 2,000 | | | 2,000 | |
Other current liabilities | 18,023 | | | 17,068 | |
Total current liabilities | 1,344,220 | | | 1,135,037 | |
Long-term debt, net | 226,234 | | | — | |
Deferred revenue, non-current | 1,742 | | | 1,957 | |
Operating lease liabilities, non-current | 82,755 | | | 83,461 | |
Warrant liability | 751 | | | 10,268 | |
Intangible liabilities, non-current | 12,083 | | | 14,083 | |
Other non-current liabilities | 3,520 | | | 30 | |
Total liabilities | 1,671,305 | | | 1,244,836 | |
Commitments and contingencies | | | |
Equity: | | | |
Class A common stock, $0.0001 par value; 2,500,000,000 authorized; 251,982,984 and 245,834,569 shares issued and 249,338,569 and 245,834,569 common shares outstanding as of as of December 31, 2022 and December 31, 2021, respectively | 25 | | | 25 | |
Additional paid-in capital | 1,545,508 | | | 1,450,839 | |
Accumulated deficit | (1,275,873) | | | (720,713) | |
Accumulated other comprehensive loss | (10,053) | | | — | |
Treasury stock, at cost, 2,644,415 and 0 shares, respectively | (7,687) | | | — | |
Total Wheels Up Experience Inc. stockholders’ equity | 251,920 | | | 730,151 | |
Non-controlling interests | — | | | 6,077 | |
Total equity | 251,920 | | | 736,228 | |
Total liabilities and equity | $ | 1,923,225 | | | $ | 1,981,064 | |
WHEELS UP EXPERIENCE INC.
UPDATED UNAUDITED FINANCIAL STATEMENTS AND NON-GAAP RECONCILIATIONS
| | |
AS OF AND FOR THE THREE MONTHS AND YEAR ENDED DECEMBER 31, 2022 |
WHEELS UP EXPERIENCE INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands except share and per share data)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | Year Ended December 31, |
| 2022 | | 2021 | | 2022 | | 2021 |
Revenue | $ | 408,257 | | | $ | 345 | | | $ | 1,579,760 | | | $ 1,194,259 |
| | | | | | | |
Costs and expenses: | | | | | | | |
Cost of revenue | 395,627 | | | 344,442 | | 1,540,325 | | | 1,117,633 |
Technology and development | 14,804 | | | 9,761 | | 57,240 | | | 33,579 |
Sales and marketing | 29,349 | | | 24,225 | | 117,110 | | | 80,071 |
General and administrative | 53,331 | | | 36,887 | | 183,531 | | | 113,331 |
Depreciation and amortization | 19,074 | | | 13,246 | | 65,936 | | | 54,198 |
Gain on sale of aircraft held for sale | (425) | | | (1,275) | | (4,375) | | | (1,275) |
Impairment of goodwill | 118,000 | | | — | | 180,000 | | | — |
Total costs and expenses | 629,760 | | | 427,286 | | 2,139,767 | | | 1,397,537 |
| | | | | | | |
Loss from operations | (221,503) | | | (82,242) | | (560,007) | | | (203,278) |
| | | | | | | |
Other income (expense): | | | | | | | |
Change in fair value of warrant liability | 1,251 | | | 5,680 | | 9,516 | | | 17,951 |
Loss on extinguishment of debt | — | | | — | | — | | | (2,379) |
Interest income | 2,058 | | | 28 | | 3,670 | | | 53 |
Interest expense | (7,515) | | | (16) | | (7,515) | | | (9,519) |
Other expense, net | 464 | | | — | | (1,041) | | | — |
Total other income (expense) | (3,742) | | | 5,692 | | 4,630 | | | 6,106 |
| | | | | | | |
Loss before income taxes | (225,245) | | | (76,550) | | (555,377) | | | (197,172) |
| | | | | | | |
Income tax expense | 335 | | | (58) | | (170) | | | (58) |
| | | | | | | |
Net loss | (224,910) | | | (76,608) | | (555,547) | | | (197,230) |
Less: net income (loss) attributable to non-controlling interests | — | | | (654) | | (387) | | | (7,210) |
Net loss attributable to Wheels Up Experience Inc. | $ | (224,910) | | | $ (75,954) | | $ | (555,160) | | | $ (190,020) |
| | | | | | | |
Net loss per share of Class A common stock: | | | | | | | |
Basic | $ | (0.91) | | | $ (0.31) | | $ | (2.26) | | | $ (0.93) |
Diluted | $ | (0.91) | | | $ (0.31) | | $ | (2.26) | | | $ (0.93) |
| | | | | | | |
Weighted-average shares of Class A common stock outstanding: | | | | | | | |
Basic | 247,834,303 | | | 245,370,685 | | 245,672,099 | | | 204,780,896 |
Diluted | 247,834,303 | | | 245,370,685 | | 245,672,099 | | | 204,780,896 |
WHEELS UP EXPERIENCE INC.
UPDATED UNAUDITED FINANCIAL STATEMENTS AND NON-GAAP RECONCILIATIONS
| | |
AS OF AND FOR THE THREE MONTHS AND YEAR ENDED DECEMBER 31, 2022 |
WHEELS UP EXPERIENCE INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
| | | | | | | | | | | |
| Year Ended December 31, |
| 2022 | | 2021 |
OPERATING ACTIVITIES: | | | |
Net loss | $ | (555,547) | | | $ | (197,230) | |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | | | |
Depreciation and amortization | 65,936 | | | 54,198 | |
Amortization of deferred financing costs and debt discount | 766 | | | 618 | |
Equity-based compensation | 88,979 | | | 49,673 | |
Change in fair value of warrant liability | (9,516) | | | (17,951) | |
Provision for expected credit losses | 8,129 | | | 3,264 | |
Loss on extinguishment of debt | — | | | 2,379 | |
Gain on sale of aircraft held for sale | (4,375) | | | — | |
Impairment of goodwill | 180,000 | | | — | |
Other | 1,575 | | | — | |
Changes in operating assets and liabilities, net of effects from acquisitions: | | | |
Accounts receivable | (23,946) | | | (21,923) | |
Other receivables | 2,537 | | | 144 | |
Parts and supplies inventories | (21,693) | | | (3,418) | |
Aircraft inventory | (29,470) | | | — | |
Prepaid expenses | (3,058) | | | (11,360) | |
Other non-current assets | (41,555) | | | (34,218) | |
Operating lease liabilities, net | (490) | | | (1,949) | |
Accounts payable | (9,702) | | | 13,116 | |
Accrued expenses | 19,143 | | | 14,616 | |
Deferred revenue | 103,313 | | | 278,827 | |
Other assets and liabilities | (1,715) | | | (2,296) | |
Net cash (used in) provided by operating activities | (230,689) | | | 126,490 | |
| | | |
INVESTING ACTIVITIES: | | | |
Purchases of property and equipment | (83,559) | | | (15,234) | |
Acquisition of businesses, net of cash acquired | (75,093) | | | 7,844 | |
Purchases of aircraft held for sale | (40,105) | | | (31,669) | |
Proceeds from sale of aircraft held for sale, net | 51,208 | | | 13,568 | |
Capitalized software development costs | (27,693) | | | (13,179) | |
Net cash provided by (used in) investing activities | (175,242) | | | (38,670) | |
| | | |
FINANCING ACTIVITIES: | | | |
Proceeds from stock option exercises | — | | | 2,107 | |
Purchase of shares for treasury | (7,687) | | | — | |
Proceeds from Business Combination and PIPE Investment | — | | | 656,304 | |
Transaction costs in connection with the Business Combination and PIPE Investment | — | | | (70,406) | |
Proceeds from long-term debt, net of discount | 259,200 | | | — | |
Repayments of long-term debt | — | | | (214,081) | |
Loans to employees | — | | | 102 | |
Payment of debt issuance costs | (6,727) | | | — | |
Net cash provided by (used in) financing activities | 244,786 | | | 374,026 | |
| | | |
WHEELS UP EXPERIENCE INC.
UPDATED UNAUDITED FINANCIAL STATEMENTS AND NON-GAAP RECONCILIATIONS
| | |
AS OF AND FOR THE THREE MONTHS AND YEAR ENDED DECEMBER 31, 2022 |
| | | | | | | | | | | |
Effect of exchange rate changes on cash | (5,424) | | | — | |
| | | |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (166,569) | | | 461,846 | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH BEGINNING OF PERIOD | 786,722 | | | 324,876 | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH END OF PERIOD | $ | 620,153 | | | $ | 786,722 | |
| | | |
CASH PAID DURING THE PERIOD FOR: | | | |
Interest | $ | — | | | $ 11,661 |
| | | |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | | | |
Non-cash consideration issued for business acquisition of Mountain Aviation, LLC | $ | — | | | $ 30,172 |
Assumption of warrant liability in Business Combination | $ | — | | | $ 28,219 |
WHEELS UP EXPERIENCE INC.
UPDATED UNAUDITED FINANCIAL STATEMENTS AND NON-GAAP RECONCILIATIONS
| | |
AS OF AND FOR THE THREE MONTHS AND YEAR ENDED DECEMBER 31, 2022 |
Non-GAAP Financial Measures
The Company reports certain key financial measures that are not required by, or presented in accordance with, generally accepted accounting principles in the United States of America (“GAAP”). These non-GAAP financial measures are an addition, and not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP and should not be considered as an alternative to any performance measures derived in accordance with GAAP. The Company believes that these non-GAAP financial measures of financial results provide useful supplemental information to investors, about Wheels Up. However, there are a number of limitations related to the use of these non-GAAP financial measures and their nearest GAAP equivalents, including that they exclude significant expenses that are required by GAAP to be recorded in Wheels Up’s financial measures. In addition, other companies may calculate non-GAAP financial measures differently, or may use other measures to calculate their financial performance, and therefore, Wheels Up’s non-GAAP financial measures may not be directly comparable to similarly titled measures of other companies.
Definition of Non-GAAP Financial Measure
The Company calculates Adjusted EBITDA as net income (loss) adjusted for (i) interest income (expense), (ii) income tax expense, (iii) depreciation and amortization, (iv) equity-based compensation expense, (v) acquisition and integration related expenses, (vi) public company readiness related expenses, (vii) restructuring charges, (viii) change in fair value of warrant liability, (ix) losses on the extinguishment of debt and (x) other items not indicative of the Company’s ongoing operating performance.
The Company includes Adjusted EBITDA because it is a supplemental measure used by the Company’s management team for assessing operating performance. Adjusted EBITDA is used in conjunction with bonus program target achievement determinations, strategic internal planning, annual budgeting, allocating resources and making operating decisions. In addition, Adjusted EBITDA provides useful information for historical period-to-period comparisons of the Company’s business, as it removes the effect of certain non-cash expenses and variable amounts.
For more information on Adjusted EBITDA and other non-GAAP financial measures used by Wheels Up, see the section titled “Non-GAAP Financial Measures” included in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Wheels Up’s Quarterly Report on Form 10-Q, which was filed with the SEC on November 9, 2022.
WHEELS UP EXPERIENCE INC.
UPDATED UNAUDITED FINANCIAL STATEMENTS AND NON-GAAP RECONCILIATIONS
| | |
AS OF AND FOR THE THREE MONTHS AND YEAR ENDED DECEMBER 31, 2022 |
Reconciliations of Non-GAAP Financial Measures
Adjusted EBITDA
The following table reconciles Adjusted EBITDA to net loss, which is the most directly comparable GAAP measure (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Twelve Months Ended December 31, |
| 2022 | | 2021 | | 2022 | | 2021 |
Net income (loss) | $ | (224,910) | | | $ | (76,608) | | | $ | (555,547) | | | $ | (197,230) | |
Add back (deduct) | | | | | | | |
Interest expense | 7,515 | | | 16 | | | 7,515 | | | 9,519 | |
Interest income | (2,058) | | | (28) | | | (3,670) | | | (53) | |
Income tax expense | (335) | | | 58 | | | 170 | | | 58 | |
Other expense, net | (464) | | | — | | | 1,041 | | | — | |
Depreciation and amortization | 19,074 | | | 13,246 | | | 65,936 | | | 54,198 | |
Equity-based compensation expense | 23,140 | | | 19,005 | | | 88,979 | | | 49,673 | |
Public company readiness expense(1) | — | | | — | | | — | | | 3,298 | |
Acquisition and integration expenses(2) | 5,177 | | | 3,695 | | | 21,269 | | | 8,712 | |
Restructuring charges(3) | 4,215 | | | — | | | 10,380 | | | — | |
Changes in fair value of warrant liability | (1,251) | | | (5,680) | | | (9,516) | | | (17,951) | |
Loss on extinguishment of debt | — | | | — | | | — | | | 2,379 | |
Corporate headquarters relocation expense | — | | | — | | | — | | | 31 | |
Impairment of goodwill | 118,000 | | | — | | | 180,000 | | | — | |
Other(4) | 8,192 | | | — | | | 8,192 | | | — | |
Adjusted EBITDA | $ | (43,705) | | | $ | (46,296) | | | $ | (185,251) | | | $ | (87,366) | |
__________________
(1)Includes costs primarily associated with compliance, updated systems and consulting in advance of transitioning to a public company.
(2)Consists mainly of system conversions, merging of operating certificates, re-branding costs and fees paid to external advisors in connection with strategic transactions.
(3)During 2022, we recorded restructuring charges for employee separation programs following strategic business decisions.
(4)Related to a one-time charge for certain aged receivables and inventory.
WHEELS UP EXPERIENCE INC.
UPDATED UNAUDITED FINANCIAL STATEMENTS AND NON-GAAP RECONCILIATIONS
| | |
AS OF AND FOR THE THREE MONTHS AND YEAR ENDED DECEMBER 31, 2022 |
The following tables reconcile Adjusted EBITDA to net loss, including the impact of reconciled items on individual income statement expense classifications (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, 2022 |
GAAP as reported | | Equity-based compensation expense | | Acquisition and integration expense(1) | | Restructuring(2) | | Other(3) | | Non-GAAP |
Revenue | $ | 408,257 | | | | | | | | | | | $ | 408,257 | |
| | | | | | | | | | | |
Costs and expenses: | | | | | | | | | | | |
Cost of revenue | 395,627 | | | (3,136) | | | (2,410) | | | (34) | | | (961) | | | 389,086 | |
Technology and development | 14,804 | | | (1,133) | | | — | | | (591) | | | — | | | 13,080 | |
Sales and marketing | 29,349 | | | (2,695) | | | — | | | (332) | | | — | | | 26,322 | |
General and administrative | 53,331 | | | (16,176) | | | (2,767) | | | (3,258) | | | (7,231) | | | 23,899 | |
Depreciation and amortization | 19,074 | | | — | | | — | | | — | | | — | | | 19,074 | |
Gain on sale of aircraft | (425) | | | — | | | — | | | — | | | — | | | (425) | |
Impairment of goodwill | 118,000 | | | — | | | — | | | — | | | — | | | 118,000 | |
Total costs and expenses: | 629,760 | | | (23,140) | | | (5,177) | | | (4,215) | | | (8,192) | | | 589,036 | |
| | | | | | | | | | | |
Loss from operations | (221,503) | | | 23,140 | | | 5,177 | | | 4,215 | | | 8,192 | | | (180,779) | |
| | | | | | | | | | | |
Other income (expense) | | | | | | | | | | | |
Change in fair value of warrant liability | 1,251 | | | | | | | | | | | 1,251 | |
Interest income | 2,058 | | | | | | | | | | | 2,058 | |
Interest expense | (7,515) | | | | | | | | | | | (7,515) | |
Other expense, net | 464 | | | | | | | | | | | 464 | |
Total other income (expense) | (3,742) | | | | | | | | | | | (3,742) | |
| | | | | | | | | | | |
Income tax expense | 335 | | | | | | | | | | | 335 | |
| | | | | | | | | | | |
Net loss | $ | (224,910) | | | | | | | | | | | (184,186) | |
| | | | | | | | | | | |
Add back (deduct) | | | | | | | | | | | |
Depreciation and amortization | | | | | | | | | | | 19,074 | |
Impairment of goodwill | | | | | | | | | | | 118,000 | |
Change in fair value of warrant liability | | | | | | | | | | | (1,251) | |
Interest income | | | | | | | | | | | (2,058) | |
Interest expense | | | | | | | | | | | 7,515 | |
Other expense, net | | | | | | | | | | | (464) | |
Income tax expense | | | | | | | | | | | (335) | |
Adjusted EBITDA | | | | | | | | | | | $ | (43,705) | |
__________________
(1)Consists mainly of system conversions, merging of operating certificates, re-branding costs and fees paid to external advisors in connection with strategic transactions.
(2)During 2022, we recorded restructuring charges for employee separation programs following strategic business decisions.
(3)Related to a one-time charge for certain aged receivables and inventory.
WHEELS UP EXPERIENCE INC.
UPDATED UNAUDITED FINANCIAL STATEMENTS AND NON-GAAP RECONCILIATIONS
| | |
AS OF AND FOR THE THREE MONTHS AND YEAR ENDED DECEMBER 31, 2022 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Twelve Months Ended December 31, 2022 |
GAAP as reported | | Equity-based compensation expense | | Acquisition and integration expense(1) | | Restructuring charges(2) | | Other(3) | | Non-GAAP |
Revenue | $ | 1,579,760 | | | | | | | | | | | $ | 1,579,760 | |
| | | | | | | | | | | |
Costs and expenses: | | | | | | | | | | | |
Cost of revenue | 1,540,325 | | | (14,456) | | | (3,060) | | | (34) | | | (961) | | | 1,521,814 | |
Technology and development | 57,240 | | | (3,180) | | | | | (591) | | | | | 53,469 | |
Sales and marketing | 117,110 | | | (11,009) | | | | | (332) | | | | | 105,769 | |
General and administrative | 183,531 | | | (60,334) | | | (18,209) | | | (9,423) | | | (7,231) | | | 88,334 | |
Depreciation and amortization | 65,936 | | | | | | | | | | | 65,936 | |
Gain on sale of aircraft | (4,375) | | | | | | | | | | | (4,375) | |
Impairment of goodwill | 180,000 | | | | | | | | | | | 180,000 | |
Total costs and expenses: | 2,139,767 | | | (88,979) | | | (21,269) | | | (10,380) | | | (8,192) | | | 1,921,968 | |
| | | | | | | | | | | |
Loss from operations | (560,007) | | | 88,979 | | | 21,269 | | | 10,380 | | | 8,192 | | | (431,187) | |
| | | | | | | | | | | |
Other (expense) income | | | | | | | | | | | |
Change in fair value of warrant liability | 9,516 | | | | | | | | | | | 9,516 | |
Interest income | 3,670 | | | | | | | | | | | 3,670 | |
Interest expense | (7,515) | | | | | | | | | | | (7,515) | |
Other expense, net | (1,041) | | | | | | | | | | | (1,041) | |
Total other expense | 4,630 | | | | | | | | | | | 4,630 | |
| | | | | | | | | | | |
Income tax expense | (170) | | | | | | | | | | | (170) | |
| | | | | | | | | | | |
Net loss | $ | (555,547) | | | | | | | | | | | (426,727) | |
| | | | | | | | | | | |
Add back (deduct) | | | | | | | | | | | |
Depreciation and amortization | | | | | | | | | | | 65,936 | |
Impairment of goodwill | | | | | | | | | | | 180,000 | |
Change in fair value of warrant liability | | | | | | | | | | | (9,516) | |
Interest income | | | | | | | | | | | (3,670) | |
Interest expense | | | | | | | | | | | 7,515 | |
Other expense, net | | | | | | | | | | | 1,041 | |
Income tax expense | | | | | | | | | | | 170 | |
Adjusted EBITDA | | | | | | | | | | | $ | (185,251) | |
__________________
(1)Consists mainly of system conversions, merging of operating certificates, re-branding costs and fees paid to external advisors in connection with strategic transactions.
(2)During 2022, we recorded restructuring charges for employee separation programs following strategic business decisions.
(3)Related to a one-time charge for certain aged receivables and inventory.
* — * — * — * — *