Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 11, 2023 | |
Cover [Abstract] | ||
Document type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
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 | |
Title of 12(b) Security | Class A common stock, $0.0001 par value per share | |
Trading Symbol | UP | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 25,376,094 | |
Entity CIK | 0001819516 | |
Amendment Flag | false | |
Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Fiscal Year Focus | 2023 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 151,828 | $ 585,881 |
Accounts receivable, net | 85,352 | 112,383 |
Other receivables | 3,872 | 5,524 |
Parts and supplies inventories, net | 23,423 | 29,000 |
Aircraft inventory | 5,383 | 24,826 |
Aircraft held for sale | 12,388 | 8,952 |
Prepaid expenses | 53,626 | 39,715 |
Other current assets | 14,001 | 13,338 |
Total current assets | 349,873 | 819,619 |
Property and equipment, net | 401,021 | 394,559 |
Operating lease right-of-use assets | 91,409 | 106,735 |
Goodwill | 282,133 | 348,118 |
Intangible assets, net | 130,588 | 141,765 |
Other non-current assets | 131,147 | 112,429 |
Total assets | 1,386,171 | 1,923,225 |
Current liabilities: | ||
Current maturities of long-term debt | 26,504 | 27,006 |
Accounts payable | 52,110 | 43,166 |
Accrued expenses | 115,864 | 148,945 |
Deferred revenue, current | 828,607 | 1,075,133 |
Other current liabilities | 47,632 | 49,968 |
Total current liabilities | 1,070,717 | 1,344,218 |
Long-term debt, net | 210,051 | 226,234 |
Operating lease liabilities, non-current | 71,323 | 82,755 |
Warrant liability | 5 | 751 |
Other non-current liabilities | 21,256 | 17,347 |
Total liabilities | 1,373,352 | 1,671,305 |
Commitments and contingencies (Note 14) | ||
Equity: | ||
Common Stock, $0.0001 par value; 250,000,000 authorized; 25,622,496 and 25,198,298 shares issued and 25,357,196 and 24,933,857 common shares outstanding as of June 30, 2023 and December 31, 2022, respectively | 3 | 3 |
Additional paid-in capital | 1,563,672 | 1,545,530 |
Accumulated deficit | (1,537,332) | (1,275,873) |
Accumulated other comprehensive loss | (5,834) | (10,053) |
Treasury stock, at cost, 265,300 and 264,441 shares, respectively | (7,690) | (7,687) |
Total Wheels Up Experience Inc. stockholders’ equity | 12,819 | 251,920 |
Non-controlling interests | 0 | 0 |
Total equity | 12,819 | 251,920 |
Total liabilities and equity | $ 1,386,171 | $ 1,923,225 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock issued (in shares) | 25,622,496 | 25,198,298 |
Common stock outstanding (in shares) | 25,357,196 | 24,933,857 |
Treasury stock, at cost (in shares) | 265,300 | 264,441 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 335,062 | $ 425,512 | $ 686,874 | $ 751,147 |
Costs and expenses: | ||||
Cost of revenue | 327,903 | 408,898 | 681,694 | 741,656 |
Technology and development | 14,430 | 14,606 | 30,303 | 25,797 |
Sales and marketing | 23,149 | 33,688 | 48,952 | 56,931 |
General and administrative | 40,065 | 46,973 | 79,481 | 85,877 |
Depreciation and amortization | 15,123 | 16,134 | 29,568 | 30,362 |
Gain on sale of aircraft held for sale | (2,621) | (663) | (3,487) | (2,634) |
Impairment of goodwill | 70,000 | 0 | 70,000 | 0 |
Total costs and expenses | 488,049 | 519,636 | 936,511 | 937,989 |
Loss from operations | (152,987) | (94,124) | (249,637) | (186,842) |
Other income (expense): | ||||
Loss on extinguishment of debt | (870) | 0 | (870) | 0 |
Change in fair value of warrant liability | 621 | 2,129 | 746 | 5,760 |
Interest income | 1,865 | 405 | 5,686 | 482 |
Interest expense | (7,658) | 0 | (15,777) | 0 |
Other expense, net | (1,580) | (850) | (1,435) | (880) |
Total other income (expense) | (7,622) | 1,684 | (11,650) | 5,362 |
Loss before income taxes | (160,609) | (92,440) | (261,287) | (181,480) |
Income tax benefit (expense) | 16 | (320) | (172) | (320) |
Net loss | (160,593) | (92,760) | (261,459) | (181,800) |
Less: Net loss attributable to non-controlling interests | 0 | 0 | 0 | (387) |
Net loss attributable to Wheels Up Experience Inc. | $ (160,593) | $ (92,760) | $ (261,459) | $ (181,413) |
Net loss per share of Common Stock (Note 18) | ||||
Basic (in dollars per share) | $ (6.28) | $ (3.80) | $ (10.27) | $ (7.42) |
Diluted (in dollars per share) | $ (6.28) | $ (3.80) | $ (10.27) | $ (7.42) |
Weighted-average shares of Common Stock outstanding: | ||||
Basic (in shares) | 25,570,200 | 24,408,604 | 25,446,199 | 24,434,744 |
Diluted (in shares) | 25,570,200 | 24,408,604 | 25,446,199 | 24,434,744 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (160,593) | $ (92,760) | $ (261,459) | $ (181,800) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | 3,296 | (8,318) | 4,219 | (8,318) |
Comprehensive loss | (157,297) | (101,078) | (257,240) | (190,118) |
Less: Comprehensive loss attributable to non-controlling interests | 0 | 0 | 0 | (387) |
Comprehensive loss attributable to Wheels Up Experience Inc. | $ (157,297) | $ (101,078) | $ (257,240) | $ (189,731) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive loss | Treasury stock | Non-controlling interests |
Beginning balance (in shares) at Dec. 31, 2021 | 24,583,457 | ||||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | ||||||
Beginning balance at Dec. 31, 2021 | $ 736,228 | $ 2 | $ 1,450,862 | $ (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) | 168,238 | ||||||
Issuance of Common Stock upon settlement of restricted stock units (in shares) | 7,673 | ||||||
Shares withheld for employee taxes on vested equity awards | (6,107) | $ (6,107) | |||||
Net loss | (89,040) | (88,653) | (387) | ||||
Ending balance (in shares) at Mar. 31, 2022 | 24,591,130 | ||||||
Ending balance (in shares) at Mar. 31, 2022 | 168,238 | ||||||
Ending balance at Mar. 31, 2022 | 663,635 | $ 2 | 1,476,264 | (809,366) | 0 | $ (6,107) | 2,842 |
Beginning balance (in shares) at Dec. 31, 2021 | 24,583,457 | ||||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | ||||||
Beginning balance at Dec. 31, 2021 | 736,228 | $ 2 | 1,450,862 | (720,713) | 0 | $ 0 | 6,077 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (181,800) | ||||||
Ending balance (in shares) at Jun. 30, 2022 | 24,618,755 | ||||||
Ending balance (in shares) at Jun. 30, 2022 | 191,324 | ||||||
Ending balance at Jun. 30, 2022 | 582,756 | $ 2 | 1,499,887 | (902,126) | (8,318) | $ (6,689) | 0 |
Beginning balance (in shares) at Mar. 31, 2022 | 24,591,130 | ||||||
Beginning balance (in shares) at Mar. 31, 2022 | 168,238 | ||||||
Beginning balance at Mar. 31, 2022 | 663,635 | $ 2 | 1,476,264 | (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) | 23,086,000 | ||||||
Issuance of Common Stock upon settlement of restricted stock units (in shares) | 27,625 | ||||||
Shares withheld for employee taxes on vested equity awards | (582) | $ (582) | |||||
Net loss | (92,760) | (92,760) | |||||
Other comprehensive income (loss) | (8,318) | (8,318) | |||||
Ending balance (in shares) at Jun. 30, 2022 | 24,618,755 | ||||||
Ending balance (in shares) at Jun. 30, 2022 | 191,324 | ||||||
Ending balance at Jun. 30, 2022 | $ 582,756 | $ 2 | 1,499,887 | (902,126) | (8,318) | $ (6,689) | 0 |
Beginning balance (in shares) at Dec. 31, 2022 | 24,933,857 | 25,198,298 | |||||
Beginning balance (in shares) at Dec. 31, 2022 | 264,441 | 264,441 | |||||
Beginning balance at Dec. 31, 2022 | $ 251,920 | $ 3 | 1,545,530 | (1,275,873) | (10,053) | $ (7,687) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Equity-based compensation | 11,210 | 9,951 | 1,259 | ||||
Change in non-controlling interests allocation | 0 | 1,259 | (1,259) | ||||
Issuance of Common Stock upon settlement of restricted stock units (in shares) | 227,513 | ||||||
Net loss | (100,866) | (100,866) | |||||
Other comprehensive income (loss) | 923 | 923 | |||||
Ending balance (in shares) at Mar. 31, 2023 | 25,425,811 | ||||||
Ending balance (in shares) at Mar. 31, 2023 | 264,441 | ||||||
Ending balance at Mar. 31, 2023 | $ 163,187 | $ 3 | 1,556,740 | (1,376,739) | (9,130) | $ (7,687) | 0 |
Beginning balance (in shares) at Dec. 31, 2022 | 24,933,857 | 25,198,298 | |||||
Beginning balance (in shares) at Dec. 31, 2022 | 264,441 | 264,441 | |||||
Beginning balance at Dec. 31, 2022 | $ 251,920 | $ 3 | 1,545,530 | (1,275,873) | (10,053) | $ (7,687) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Shares withheld for employee taxes on vested equity (in shares) | 265,300 | ||||||
Net loss | $ (261,459) | ||||||
Ending balance (in shares) at Jun. 30, 2023 | 25,357,196 | 25,622,496 | |||||
Ending balance (in shares) at Jun. 30, 2023 | 265,300 | 265,300 | |||||
Ending balance at Jun. 30, 2023 | $ 12,819 | $ 3 | 1,563,672 | (1,537,332) | (5,834) | $ (7,690) | 0 |
Beginning balance (in shares) at Mar. 31, 2023 | 25,425,811 | ||||||
Beginning balance (in shares) at Mar. 31, 2023 | 264,441 | ||||||
Beginning balance at Mar. 31, 2023 | 163,187 | $ 3 | 1,556,740 | (1,376,739) | (9,130) | $ (7,687) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Equity-based compensation | 6,604 | 6,592 | 12 | ||||
Change in non-controlling interests allocation | 0 | 12 | (12) | ||||
Reclassification of equity awards | 328 | 328 | |||||
Issuance of Common Stock upon settlement of restricted stock units (in shares) | 196,685 | ||||||
Reverse stock split fractional shares (in shares) | 859 | ||||||
Reverse stock split fractional shares | (3) | $ (3) | |||||
Net loss | (160,593) | (160,593) | |||||
Other comprehensive income (loss) | $ 3,296 | 3,296 | |||||
Ending balance (in shares) at Jun. 30, 2023 | 25,357,196 | 25,622,496 | |||||
Ending balance (in shares) at Jun. 30, 2023 | 265,300 | 265,300 | |||||
Ending balance at Jun. 30, 2023 | $ 12,819 | $ 3 | $ 1,563,672 | $ (1,537,332) | $ (5,834) | $ (7,690) | $ 0 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (261,459) | $ (181,800) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 29,568 | 30,362 |
Equity-based compensation | 18,142 | 43,335 |
Amortization of deferred financing costs and debt discount | 1,124 | 0 |
Change in fair value of warrant liability | (746) | (5,760) |
Gain on sale of aircraft held for sale | (3,487) | (2,634) |
Loss on extinguishment of debt | 870 | 0 |
Impairment of goodwill | 70,000 | 0 |
Other | 1,519 | 200 |
Changes in assets and liabilities: | ||
Accounts receivable | 27,698 | (17,394) |
Parts and supplies inventories | 5,637 | (2,754) |
Aircraft inventory | (2,008) | (30,464) |
Prepaid expenses | (14,499) | (9,442) |
Other non-current assets | (16,420) | (27,496) |
Accounts payable | 9,166 | 9,345 |
Accrued expenses | (32,393) | (6,979) |
Deferred revenue | (248,358) | 67,391 |
Other assets and liabilities | 3,976 | (6,085) |
Net cash used in operating activities | (411,670) | (140,175) |
Cash flows from investing activities | ||
Purchases of property and equipment | (12,201) | (76,464) |
Purchases of aircraft held for sale | (961) | (43,774) |
Proceeds from sale of aircraft held for sale, net | 24,981 | 27,135 |
Acquisitions of businesses, net of cash acquired | 22 | (75,093) |
Capitalized software development costs | (12,924) | (12,901) |
Other | 172 | 0 |
Net cash used in investing activities | (911) | (181,097) |
Cash flows from financing activities | ||
Purchase of shares for treasury | (3) | (6,689) |
Repayments of long-term debt | (18,680) | 0 |
Net cash used in financing activities | (18,683) | (6,689) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (540) | (4,345) |
Net decrease in cash, cash equivalents and restricted cash | (431,804) | (332,306) |
Cash, cash equivalents and restricted cash, beginning of period | 620,153 | 786,722 |
Cash, cash equivalents and restricted, cash end of period | 188,349 | 454,416 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | $ 16,097 | $ 0 |
SUMMARY OF BUSINESS AND SIGNIFI
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES Wheels Up Experience Inc. (together with its consolidated subsidiaries, “Wheels Up”, the “Company”, “we”, “us”, or “our”) is a leading provider of on-demand private aviation in the United States (“U.S.”) and one of the largest private aviation companies in the world. Wheels Up offers a complete global aviation solution with a large, modern and diverse fleet, backed by an uncompromising commitment to safety and service. Customers can access membership programs, charter, aircraft management services and whole aircraft sales, as well as unique commercial travel benefits through a strategic partnership with Delta Air Lines, Inc. (“Delta”). Wheels Up also offers freight, safety and security solutions and managed services to individuals, industry, government and civil organizations. Wheels Up is guided by the mission to connect private flyers to aircraft, and one another, through an open platform that seamlessly enables life’s most important experiences. Powered by a global private aviation marketplace connecting its base of approximately 12,000 members and customers to a network of approximately 1,500 safety-vetted and verified private aircraft, Wheels Up is widening the aperture of private travel for millions of consumers globally. With the Wheels Up mobile app and website, members and customers have the digital convenience to search, book and fly. Basis of Presentation The 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, they do not include all of the financial information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of the Company’s management, the condensed consolidated financial statements include all adjustments necessary for the fair presentation of the Company’s balance sheet as of June 30, 2023, its results of operations, including its comprehensive loss and stockholders' equity for the three months ended June 30, 2023 and 2022, and its results of operations, including its comprehensive loss and stockholders' equity and its cash flows for the six months ended June 30, 2023 and 2022. All adjustments are of a normal recurring nature. The results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending December 31, 2023. Immediately after the close of business on the NYSE on June 7, 2023, the Reverse Stock Split and Authorized Share Reduction became effective. Accordingly, the presentation of all periods covered by the condensed consolidated financial statements contained herein have been adjusted to give retroactive effect to the Reverse Stock Split, including adjustments to per share net loss and other per share of Common Stock amounts. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2023. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. We consolidate Wheels Up 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 13). All intercompany transactions and balances have been eliminated in consolidation. 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. 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 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. Impairment During the second quarter of 2023, we determined that, because of continued negative cash flows as well as changes in our management and business strategy, there was an indication that the carrying value of the long-lived assets associated with the WUP Legacy reporting unit 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, 2023. Based on the analysis, it was determined that there was no impairment to our long-lived assets. As a result of the aforementioned factors, we determined that there was an indication that it was more likely than not that the fair value of our WUP Legacy reporting unit was less than its carrying amount. We performed an interim quantitative impairment assessment of goodwill as of June 1, 2023. Using a discounted cash flow approach, we calculated the fair value of WUP Legacy, based on the present value of estimated future cash flows. The significant underlying inputs used to measure the fair value included forecasted revenue growth rates and margins, weighted average cost of capital, normalized working capital level and projected long-term growth rates. As a result of this assessment, we recognized a goodwill impairment charge of $70.0 million relating to the WUP Legacy reporting unit. The decline in the fair value of the reporting unit was primarily due to a more material reduction in working capital than expected during the three months ended June 30, 2023, as well as an increase in the discount rate. To facilitate reconciliation of the fair value of our reporting units to our market capitalization as of June 1, 2023, we elected to perform a quantitative impairment assessment of the Air Partner reporting unit as of June 1, 2023, using a combination of the discounted cash flow and guideline public company methods, which did not result in impairment to goodwill. Based on the valuation, the fair value of the Air Partner reporting unit exceeded its carrying value by more than 10%. Adopted Accounting Pronouncements and Accounting Pronouncements Not Yet Effective There have been no recent accounting pronouncements, changes in accounting pronouncements or recently adopted accounting guidance during the three months ended June 30, 2023 that are of significance or potential significance to us. |
LIQUIDITY AND GOING CONCERN
LIQUIDITY AND GOING CONCERN | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
LIQUIDITY AND GOING CONCERN | LIQUIDITY AND GOING CONCERN The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company had cash and cash equivalents of $151.8 million and a working capital deficit of $720.8 million as of June 30, 2023. Net cash used in operating activities was $411.7 million for the six months ended June 30, 2023, and the Company has experienced recurring losses from operations for the six months ended June 30, 2023. Further, the Company’s Note Purchase Agreement and the Indentures (as each is defined in Note 8) and related guarantees contain a liquidity covenant that requires the Company to maintain minimum Adjusted Available Liquidity of $125.0 million as of the end of each fiscal quarter, and the Company’s Letter Agreement contains a liquidity covenant that requires the Company (excluding Air Partner Limited and its subsidiaries) to maintain available cash of at least $5.0 million on any date (see Notes 8 and 19). These conditions, as well as current cash and liquidity projections, raise substantial doubt about our ability to continue as a going concern for any meaningful period of time after the date of this filing. The condensed consolidated financial statements do not include any adjustments that may result if the Company is unable to continue as a going concern. Until the Company can generate significant cash from operations, its ability to continue as a going concern is dependent upon management taking several actions to improve its financial position including raising capital, as well as selling a mix of non-core and core assets to strategically optimize our asset base as we execute our member program changes. As discussed further in Note 19, the Company has entered into a secured promissory note with Delta to provide short-term financing to address near-term liquidity needs and the lenders under the Equipment Notes (as defined in Note 8) determined to further extend the grace period for the payment of outstanding principal and interest currently due under the Equipment Notes to August 15, 2023. Additionally, management is actively involved in discussions around strategic business partnerships for the Company, including negotiations to obtain additional financing from third parties. However, as this prospective financing is subject to conditions that are not within the Company’s control, it cannot yet be deemed probable. The Company is also actively reducing spend through implementation of certain previously announced strategic actions including the member program changes that went into effect on June 26, 2023, on-going consolidation of our U.S. Federal Aviation Administration operating certificates and consolidation of our operations via establishing the Atlanta Member Operations Center. Additionally, the Company is evaluating additional opportunities for reduced spend, including but not limited to, reducing capital expenditures, rationalizing its real estate and aircraft lease portfolios, and taking other discrete cost-cutting measures across the business that are not expected to impact the member and customer experience. Management cannot provide any assurance that the Company’s efforts will be successful. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION 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, 2023 2022 2023 2022 Services transferred at a point in time: Flights, net of discounts and incentives $ 235,284 $ 284,071 $ 467,046 $ 520,434 Aircraft management 46,073 58,307 107,315 116,356 Other 28,138 55,789 59,945 62,967 Services transferred over time: Memberships 21,478 24,020 43,158 44,667 Aircraft management 2,429 2,411 4,881 4,868 Other 1,660 914 4,529 1,855 Total $ 335,062 $ 425,512 $ 686,874 $ 751,147 Revenue in the condensed consolidated statements of operations is presented net of discounts and incentives of $2.4 million and $4.0 million for the three and six ended June 30, 2023, respectively, and $3.5 million and $6.7 million for the three and six ended June 30, 2022, respectively. Other revenue included within services transferred at a point in time is primarily related to revenue for group charter of $9.5 million, safety and security of $5.7 million and whole aircraft sales of $4.8 million for the three months ended June 30, 2023, and whole aircraft sales of $27.0 million, group charter of $11.1 million and safety and security of $6.7 million for the three months ended June 30, 2022. Other revenue included within services transferred at a point in time is primarily related to revenue for group charter of $15.9 million, whole aircraft sales of $15.4 million and safety and security of $11.5 million for the six months ended June 30, 2023, and whole aircraft sales of $28.0 million, group charter of $11.1 million and safety and security of $6.7 million for the six months ended June 30, 2022. Contract Balances Accounts receivable, net consists of the following (in thousands): June 30, December 31, Gross receivables from members and customers $ 88,830 $ 112,243 Undeposited funds 3,423 10,122 Less: Allowance for credit losses (6,901) (9,982) Accounts receivable, net $ 85,352 $ 112,383 Deferred revenue consists of the following (in thousands): June 30, December 31, Flights - Prepaid Blocks $ 778,356 $ 1,023,985 Memberships - annual dues 39,768 43,970 Memberships - initiation fees 3,277 3,899 Flights - credits 2,045 4,246 Other 6,571 775 Deferred revenue - total 830,016 1,076,875 Less: Deferred revenue - current (828,607) (1,075,133) Deferred revenue - non-current $ 1,409 $ 1,742 Changes in deferred revenue for the six months ended June 30, 2023 were as follows (in thousands): Deferred revenue as of December 31, 2022 $ 1,076,875 Amounts deferred during the period 304,837 Revenue recognized from amounts included in the deferred revenue beginning balance (415,892) Revenue from current period sales (135,804) Deferred revenue as of June 30, 2023 $ 830,016 Revenue expected to be recognized in future periods for performance obligations that are unsatisfied, or partially unsatisfied, as of June 30, 2023 were as follows (in thousands): Remainder of 2023 $ 276,315 2024 191,854 2025 181,101 2026 180,746 Total $ 830,016 Costs to Obtain a Contract Capitalized costs related to sales commissions and referral fees were $2.5 million and $4.1 million for the three and six months ended June 30, 2023, respectively, and $5.0 million and $9.3 million for the three and six months ended June 30, 2022, respectively. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment consist of the following (in thousands): June 30, 2023 December 31, 2022 Aircraft $ 559,265 $ 566,338 Software development costs 77,857 65,303 Leasehold improvements 20,390 11,930 Computer equipment 3,107 3,014 Buildings and improvements 1,424 1,424 Furniture and fixtures 4,029 3,208 Tooling 4,137 3,835 Vehicles 1,850 1,538 672,059 656,590 Less: Accumulated depreciation and amortization (271,038) (262,031) Total $ 401,021 $ 394,559 Depreciation and amortization expense was $9.7 million and $18.8 million for the three and six months ended June 30, 2023, respectively, and $10.1 million and $19.6 million for the three and six months ended June 30, 2022, respectively. |
ACQUISITIONS
ACQUISITIONS | 6 Months Ended |
Jun. 30, 2023 | |
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 expanded 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 three 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. As of the date of acquisition, the total 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. 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 included in general and administrative expense in the condensed consolidated statements of operations for the three months ended June 30, 2022 were immaterial. The acquisition of Air Partner was determined to be a business combination. As of the date of acquisition, the total 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 $ 49,617 Property and equipment, net 2,012 Operating lease right-of-use assets 2,780 Goodwill 83,910 Intangible assets 20,921 Restricted cash 27,507 Other assets 1,686 Total assets acquired 188,433 Total liabilities assumed (80,239) Net assets acquired $ 108,194 Current assets of Air Partner included $18.0 million of cash and $16.6 million of accounts receivable. 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, consisted of the following: Amount Weighted-Average Amortization Period Customer relationships $ 16,521 5.7 Backlog 1,458 1.5 Trade name 1,931 1.9 Developed technology 1,011 5.8 Total acquired intangible assets $ 20,921 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. Unaudited Pro Forma Summary of Operations The accompanying unaudited pro forma summary represents the consolidated results of operations as if the 2022 acquisitions of Alante Air and Air Partner had been completed as of January 1, 2022. 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 2022 Net revenue $ 425,512 $ 788,966 Net loss $ (91,443) $ (179,132) Net loss attributable to Wheels Up Experience Inc. $ (91,443) $ (178,756) Net loss per share (1) $ (3.75) $ (7.32) (1) Adjusted for the impact of the Reverse Stock Split |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS Goodwill The following table presents goodwill carrying value and the change in balance, by reporting unit, during the six months ended June 30, 2023 (in thousands): WUP Legacy Air Partner Total Balance as of December 31, 2022 (1) $ 270,467 $ 77,651 $ 348,118 Acquisitions (2) — 350 350 Impairment (3) (70,000) — (70,000) Foreign currency translation adjustment — 3,665 3,665 Balance as of June 30, 2023 $ 200,467 $ 81,666 $ 282,133 (1) Net of accumulated impairment losses of $180 million, all of which was recognized on the goodwill attributable to the WUP Legacy reporting unit during the year ended December 31, 2022. (2) Reflects the current period impact of measurement period adjustments (See Note 5) (3) Impairment charge recognized during the second quarter of 2023 as a result of an interim quantitative assessment of goodwill as of June 1, 2023 (See Note 1). Intangible Assets The gross carrying value, accumulated amortization and net carrying value of intangible assets consisted of the following (in thousands): June 30, 2023 Gross Carrying Accumulated Amortization Net Carrying Status $ 80,000 $ 27,644 $ 52,356 Customer relationships 91,121 30,086 61,035 Trade name 16,161 8,978 7,183 Developed technology 20,556 10,831 9,725 Leasehold interest - favorable 600 91 509 Backlog 1,458 1,169 289 Foreign currency translation adjustment (749) (240) (509) Total $ 209,147 $ 78,559 $ 130,588 December 31, 2022 Gross Carrying Accumulated Amortization Net Carrying Status $ 80,000 $ 23,644 $ 56,356 Customer relationships 91,121 24,613 66,508 Non-competition agreement 210 210 — Trade name 16,161 8,294 7,867 Developed technology 20,556 9,332 11,224 Leasehold interest - favorable 600 80 520 Backlog 1,458 880 578 Foreign currency translation adjustment (1,662) (374) (1,288) Total $ 208,444 $ 66,679 $ 141,765 Amortization expense of intangible assets was $5.9 million and $11.8 million for the three and six months ended June 30, 2023, respectively, and $6.5 million and $11.7 million for the three and six months ended June 30, 2022, respectively. Intangible Liabilities The gross carrying value, accumulated amortization and net carrying value of intangible liabilities consisted of the following (in thousands): June 30, 2023 Gross Carrying Accumulated Amortization Net Carrying Intangible liabilities $ 20,000 $ 6,917 $ 13,083 December 31, 2022 Gross Carrying Accumulated Amortization Net Carrying Intangible liabilities $ 20,000 $ 5,917 $ 14,083 Amortization of intangible liabilities, which reduces amortization expense, was $0.5 million for each of the three months ended June 30, 2023, and 2022, and $1.0 million for each of the six months ended June 30, 2023, and 2022. Future amortization expense of intangible assets and intangible liabilities held as of June 30, 2023, were as follows (in thousands): Intangible Assets Intangible Liabilities Remainder of 2023 $ 11,883 $ 1,000 2024 23,047 2,000 2025 22,633 2,000 2026 21,767 2,000 2027 17,208 2,000 2028 and Thereafter 34,050 4,083 Total $ 130,588 $ 13,083 |
CASH EQUIVALENTS AND RESTRICTED
CASH EQUIVALENTS AND RESTRICTED CASH | 6 Months Ended |
Jun. 30, 2023 | |
Cash and Cash Equivalents [Abstract] | |
CASH EQUIVALENTS AND RESTRICTED CASH | CASH EQUIVALENTS AND RESTRICTED CASH Cash Equivalents As of June 30, 2023 and December 31, 2022, cash equivalents on the condensed consolidated balance sheets were $106.2 million and $430.3 million, respectively, and generally consisted of investments in money market funds, savings and time deposits. Restricted Cash As of June 30, 2023 and December 31, 2022, restricted cash, which is presented within Other non-current assets on the condensed consolidated balance sheets, included $7.7 million held by financial institutions to establish standby letters of credit required by the lessors of certain corporate office space that we leased as of such dates. The standby letters of credit expire on December 31, 2033 and June 30, 2034. The balances as of June 30, 2023 and December 31, 2022 also included $23.3 million and $26.3 million, respectively, related to funds held but unavailable for immediate use due to contractual restrictions. A reconciliation of cash and cash equivalents and restricted cash from the condensed consolidated balance sheets to the condensed consolidated statements of cash flows is as follows (in thousands): June 30, 2023 December 31, 2022 Cash and cash equivalents $ 151,828 $ 585,881 Restricted cash 36,521 34,272 Total $ 188,349 $ 620,153 |
LONG-TERM DEBT
LONG-TERM DEBT | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT The following table presents the components of long-term debt on our condensed consolidated balance sheets (in thousands): Weighted Average Interest Rate June 30, 2023 December 31, 2022 Equipment Notes 12.0 % $ 251,491 $ 270,000 Total debt 251,491 270,000 Less: Total unamortized deferred financing costs and debt discount 14,936 16,760 Less: Current maturities of long-term debt 26,504 27,006 Long-term debt $ 210,051 $ 226,234 Maturities of our principal debt payments for the next five years are as follows (in thousands): Maturities Remainder of 2023 $ 13,252 2024 45,241 2025 40,234 2026 34,584 2027 22,699 2028 and Thereafter 95,481 Total $ 251,491 2022-1 Equipment Note Financing On October 14, 2022, Wheels Up Partners LLC, our indirect subsidiary (“WUP LLC”), issued $270.0 million aggregate principal amount of 12% fixed rate equipment notes (collectively, the “Equipment Notes”) using an EETC (enhanced equipment trust certificate) loan structure. The Equipment Notes were issued for net proceeds (before transaction-related expense) of $259.2 million. The final expected distribution date of the Equipment Notes varies from July 15, 2025 to October 15, 2029, unless redeemed earlier by WUP LLC. The Equipment Notes bear interest at the rate of 12% per annum with annual amortization of principal amount equal to 10% per annum and balloon payments due at each maturity date. The Equipment Notes were initially secured by first-priority liens on 134 of the Company’s owned aircraft fleet and by liens on certain intellectual property assets of the Company and certain of its subsidiaries. The Equipment Notes were sold pursuant to a Note Purchase Agreement, dated as of October 14, 2022 (the “Note Purchase Agreement”), and issued under separate Trust Indentures and Mortgages, dated as of October 14, 2022 (each, an “Indenture” and collectively, the “Indentures”). The Note Purchase Agreement and the Indentures and related guarantees contain certain covenants, including a liquidity covenant that requires the Company to maintain minimum Adjusted Available Liquidity (as defined in the Note Purchase Agreement) of $125 million as of the end of each fiscal quarter, a covenant that limits the maximum loan to appraised value ratio of all aircraft financed, subject to certain cure rights of the Company, and restrictive covenants that provide limitations under certain circumstances on, among other things: (i) certain acquisitions, mergers or disposals of its assets; (ii) making certain investments or entering into certain transactions with affiliates; (iii) prepaying, redeeming or repurchasing the Equipment Notes, subject to certain exceptions; and (iv) paying dividends and making certain other specified restricted payments. Each Indenture contains customary events of default for Equipment Notes of this type, including cross-default provisions among the Equipment Notes. WUP LLC’s obligations under the Equipment Notes are guaranteed by the Company and certain of its subsidiaries. WUP LLC is also obligated to cause additional subsidiaries and affiliates of WUP LLC to become guarantors under certain circumstances. The Equipment Notes issued with respect to each aircraft are cross-collateralized by the other aircraft for which Equipment Notes were issued under the Indentures. The maturity of the Equipment Notes may be accelerated upon the occurrence of certain events of default under the Note Purchase Agreement and each Indenture and the related guarantees. As of June 30, 2023, we were in compliance with the covenants under the Note Purchase Agreement and each Indenture and the related guarantees. Interest and principal payments on the Equipment Notes are payable quarterly on each January 15, April 15, July 15 and October 15, which began on January 15, 2023. During the three months ended June 30, 2023, the Company redeemed in-full the Equipment Notes for two aircraft, which reduced the aggregate principal amount outstanding under the Equipment Notes by $5.0 million. As of June 30, 2023, the carrying value of the 132 aircraft that are subject to first-priority liens under the Equipment Notes was $313.7 million. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2023 | |
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, 2023 Level 1 Level 2 Level 3 Fair Value Assets: Money market funds $ 106,146 $ — $ — 106,146 Total assets $ 106,146 $ — $ — $ 106,146 Liabilities: Warrant liability - Public Warrants $ 3 $ — $ — $ 3 Warrant liability - Private Warrants — 2 — 2 Equipment Notes — — 251,491 251,491 Total liabilities $ 3 $ 2 $ 251,491 $ 251,496 December 31, 2022 Level 1 Level 2 Level 3 Fair Value Assets: Money market funds $ 230,626 $ — $ — $ 230,626 Treasury bills 199,700 — — 199,700 Total assets $ 430,326 $ — $ — $ 430,326 Liabilities: Warrant liability - Public Warrants $ 479 $ — $ — $ 479 Warrant liability - Private Warrants — 272 — 272 Equipment Notes — 270,000 — 270,000 Total liabilities $ 479 $ 270,272 $ — $ 270,751 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 estimated fair value of the Equipment Notes is categorized as a Level 3 valuation. We considered the relatively short time period between the issuance of the Equipment Notes and the measurement date of June 30, 2023, as well as the estimated fair value of aircraft subject to first-priority liens under the Equipment Notes to determine the fair value of the Equipment Notes as of June 30, 2023. The Warrants (as defined below) were accounted for as a liability in accordance with Accounting Standards Codification 815-40 (see Note 12). 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, 2023 and December 31, 2022, we used Level 1 inputs for the Public Warrants (as defined below) and Level 2 inputs for the Private Warrants (as defined below). We valued the Private Warrants by applying the valuation technique of a Monte Carlo simulation model to reflect the redemption conditions. The Private Warrants are substantially similar to the Public Warrants, but are not directly traded or quoted on an active trading market. See Note 12 for additional information about the Warrants. The following table presents the changes in the fair value of the warrant liability (in thousands): Public Warrants Private Warrants Total Warrant Liability Fair value as of December 31, 2022 $ 479 $ 272 $ 751 Change in fair value of warrant liability (476) (270) (746) Fair value as of June 30, 2023 $ 3 $ 2 $ 5 |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
LEASES | LEASES Leases primarily pertain to certain controlled aircraft, corporate headquarters and operational facilities, including aircraft hangars, which are all accounted for as operating leases. We sublease an aircraft hangar at Cincinnati/Northern Kentucky International Airport from Delta. Certain of these operating leases have renewal options to further extend for additional time periods at our discretion. Our leases do not contain residual value guarantees, covenants or other associated restrictions. We have certain variable lease agreements with aircraft owners that contain payment terms based on an hourly lease rate multiplied by the number of flight hours during a month. Variable lease payments are not included in the right-of-use asset and lease liability balances but rather are expensed as incurred. The components of net lease cost were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Operating lease costs $ 9,641 $ 9,723 $ 21,335 $ 18,825 Short-term lease costs 2,151 9,221 4,637 14,514 Variable lease costs 8,666 4,591 14,499 8,953 Total lease costs $ 20,458 $ 23,535 $ 40,471 $ 42,292 Lease costs related to leased aircraft and operational facilities are included in cost of revenue in the condensed consolidated statements of operations. Lease costs related to leased corporate headquarters and other office space including expenses for non-lease components are included in general and administrative expense in the condensed consolidated statements of operations. Sublease income is presented in general and administrative expenses in the condensed consolidated statements of operations. Sublease income was not material for any of the three and six month periods ended June 30, 2023 and 2022. Supplemental cash flow information related to leases were as follows (in thousands): Six Months Ended June 30, 2023 2022 Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows paid for operating leases $ 18,621 $ 18,962 Right-of-use assets obtained in exchange for operating lease obligations $ 5,454 $ 42,087 Supplemental balance sheet information related to leases were as follows: June 30, 2023 December 31, 2022 Weighted-average remaining lease term (in years): Operating leases 6.2 5.9 Weighted-average discount rate: Operating leases 9.2 % 9.0 % Maturities of lease liabilities, as of June 30, 2023, were as follows (in thousands): Year ending December 31, Operating Leases 2023 (remaining) $ 19,148 2024 33,762 2025 19,737 2026 12,061 2027 7,933 2028 and Thereafter 42,882 Total lease payments 135,523 Less: Imputed interest (35,080) Total lease obligations $ 100,443 |
STOCKHOLDER_S EQUITY AND EQUITY
STOCKHOLDER’S EQUITY AND EQUITY-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCKHOLDER’S EQUITY AND EQUITY-BASED COMPENSATION | STOCKHOLDERS’ EQUITY AND EQUITY-BASED COMPENSATION Stockholders’ Equity Authorized Shares Pursuant to the Wheels Up Experience Inc. certificate of incorporation, as amended, and after giving effect to the Authorized Share Reduction that became effective on June 7, 2023, we are authorized to issue 250,000,000 shares of Common Stock, and 25,000,000 shares of preferred stock, par value $0.0001 per share. Holders of Common Stock are entitled to one vote per share. Reverse Stock Split Following approval by the Company’s stockholders at the Annual Meeting, the Board approved the Reverse Stock Split of Wheels Up’s outstanding shares of Common Stock, at a reverse stock split ratio of 1-for-10 and contemporaneously with the Reverse Stock Split, the Authorized Share Reduction, which provided for a proportionate reduction in the number of authorized shares of Common Stock from 2.5 billion shares of Common Stock to 250 million shares, each of which became effective immediately after the close of trading on the NYSE on June 7, 2023. The Company’s total stockholders’ equity, in the aggregate, did not change as a result of the Reverse Stock Split and Authorized Share Reduction. In addition, the par value for the Company’s Common Stock remained unchanged. Holders of Common Stock who would otherwise have held fractional shares because the number of shares of Common Stock they held before the Reverse Stock Split was not evenly divisible by the reverse stock split ratio received cash (without interest, and subject to any required tax withholding applicable to a holder) in lieu of issuance of such fractional shares. As a result of the Reverse Stock Split, equitable adjustments corresponding to the reverse stock split ratio were made to the number of shares of Common Stock underlying Wheels Up’s outstanding equity awards and the number of shares issuable under Wheels Up’s equity incentive plans, as well as any exercise prices, hurdle amounts or market-based vesting conditions of such equity awards, as applicable. In addition, equitable adjustments corresponding to the reverse stock split ratio of 1-for-10 were made to the Warrants, resulting in each Warrant becoming exercisable for 1/10th of one share of Common Stock at an exercise price of $115.00 per whole share of Common Stock and the stated redemption prices per Warrant being proportionately reduced (see Note 12). Equity-Based Compensation As of June 30, 2023, we have nine equity-based compensation plans that were approved by the board of directors of WUP LLC (collectively the “WUP Management Incentive Plan”) prior to the Business Combination (as defined below), as well as the Wheels Up Partners Holdings LLC Option Plan (the “WUP Option Plan”). Following the consummation of the Business Combination (as defined below), no new grants can be made under the WUP Management Incentive Plan or WUP Option Plan. In connection with the Business Combination (as defined below), the Board and stockholders of Wheels Up adopted the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan (the “Original 2021 LTIP”), for employees, consultants and other qualified persons. Following approval by the Board, at the Annual Meeting, the Company’s stockholders approved the Amended and Restated Wheels Up Experience Inc. 2021 Long-Term Incentive Plan (the “Amended and Restated 2021 LTIP”) to increase the aggregate number of shares of Common Stock available for awards made thereunder by 24,150,000 shares (2,415,000 shares after giving effect to the Reverse Stock Split) and amend certain other plan provisions. 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, pursuant to NYSE Rule 303A.08, for Todd Smith, in connection with his appointment to Chief Financial Officer. The maximum number of awards that could be granted under the 2022 Inducement Plan were 2,051,282 shares of Common Stock (205,128 shares of Common Stock after giving effect to the Reverse Stock Split), which were all granted in the form of restricted stock units (“RSUs”) to Mr. Smith on July 1, 2022. Restricted stock unit awards granted under the 2022 Inducement Grant Plan contain generally the same terms as other awards granted under the Original 2021 LTIP during the fiscal year ended December 31, 2022. WUP Management Incentive Plan As of June 30, 2023, an aggregate of 3.1 million WUP profits interests have been authorized and issued under the WUP Management Incentive Plan. Vested WUP profits interests are eligible to be exchanged into shares of Common Stock. Amounts of WUP profits interests reported in the tables below represent the maximum number of WUP profits interests outstanding or that could be realized upon vesting and immediately exchanged for the maximum number of shares of Common Stock. The actual number of shares of Common Stock received upon exchange of such WUP profits interests will depend on the trading price per share of Common Stock at the time of such exchange. The following table summarizes the WUP profits interests activity under the WUP management incentive plan as of June 30, 2023: Number of WUP Weighted-Average Grant (in thousands) Outstanding WUP profits interests as of January 1, 2023 2,881 $ 4.16 Granted — — Exchanged — — Expired/forfeited — — Outstanding WUP profits interests as of June 30, 2023 2,881 $ 4.16 The weighted-average remaining contractual term as of June 30, 2023, for WUP profits interests outstanding was approximately 8.0 years. The following table summarizes the status of non-vested WUP profits interests as of June 30, 2023: Number of WUP Weighted-Average Grant (in thousands) Non-vested WUP profits interests as of January 1, 2023 170 $ 4.19 Granted — — Vested (147) 4.47 Forfeited — — Non-vested WUP profits interests as of June 30, 2023 23 $ 2.39 The total unrecognized compensation cost related to non-vested WUP profits interests was nominal as of June 30, 2023 and is expected to be recognized over a weighted-average period of 0.1 years. WUP Option Plan As of June 30, 2023, the number of WUP stock options authorized and issued in aggregate under the WUP Option Plan was 1.8 million. Each outstanding stock option is exercisable for one share of Common Stock. The following table summarizes the activity under the WUP Option Plan as of June 30, 2023: Number of WUP Weighted- Weighted-Average Grant (in thousands) Outstanding WUP stock options as of January 1, 2023 1,280 $ 75.10 $ 12.02 Granted — — — Exercised — — — Forfeited (27) 73.48 8.62 Expired (10) 72.71 6.74 Outstanding WUP stock options as of June 30, 2023 1,243 $ 75.16 $ 12.15 Exercisable WUP stock options as of June 30, 2023 1,198 $ 74.72 $ 11.65 The aggregate intrinsic value as of June 30, 2023, for WUP stock options that were outstanding and exercisable was nil . The weighted-average remaining contractual term as of June 30, 2023, for WUP stock options that were outstanding and exercisable was approximately 6.0 years. The following table summarizes the status of non-vested WUP stock options as of June 30, 2023: Number of WUP Stock Options Weighted-Average Grant (in thousands) Non-vested WUP stock options as of January 1, 2023 105 $ 19.95 Granted — — Vested (57) 15.93 Expired — — Forfeited (2) 16.01 Non-vested WUP stock options as of June 30, 2023 46 $ 25.06 The total unrecognized compensation cost related to non-vested WUP stock options was $0.2 million as of June 30, 2023 and is expected to be recognized over a weighted-average period of 0.2 years. Amended and Restated 2021 LTIP As of June 30, 2023, an aggregate of 5.2 million shares were authorized for issuance under the Amended and Restated 2021 LTIP. Restricted Stock Units The following table summarizes the activity under the Amended and Restated 2021 LTIP related to RSU s as of June 30, 2023: Number of RSUs (1) Weighted-Average Grant (in thousands) Non-vested RSUs as of January 1, 2023 1,615 $ 34.63 Granted 2,107 3.02 Vested (461) 32.28 Forfeited (416) 26.63 Non-vested RSUs as of June 30, 2023 2,845 $ 14.43 (1) RSU awards granted under the 2022 Inducement Grant Plan contain generally the same terms as other RSU awards granted under the Original 2021 LTIP during the fiscal year ended December 31, 2022. The number of RSUs and weighted-average grant date fair value include 205,128 RSUs granted under the 2022 Inducement Grant Plan in July 2022, of which 68,376 RSUs had vested as of January 1, 2023 and the remaining 136,752 RSUs are scheduled to vest in equal installments on December 30, 2023 and December 30, 2024, subject to continued service through each such vesting date. The total unrecognized compensation cost related to non-vested RSUs was $26.0 million as of June 30, 2023 and is expected to be recognized over a weighted-average period of 1.7 years. 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, each PSU may settle into shares of our Common Stock. The PSUs will vest, if at all, upon the actual achievement of the related performance objectives, subject to specified change of control exceptions. The following table summarizes the activity under the Amended and Restated 2021 LTIP related to PSUs as of June 30, 2023: Number of PSUs Weighted-Average Grant (in thousands) Non-vested PSUs as of January 1, 2023 96 $ 21.68 Granted 146 10.22 Vested (32) 12.17 Forfeited (67) 16.29 Non-vested PSUs as of June 30, 2023 (1) 142 $ 14.64 (1) Non-vested PSUs reflected in the table above include approximately 84 thousand of PSUs that may settle in shares of our Common Stock equal to 0-120% of the PSUs and 130 thousand PSUs that may settle into shares of Common Stock equal to 0-200% of the PSUs, in each case based on the level of performance. Compensation expense associated with PSUs is recognized over the vesting period of the awards that are ultimately expected to vest when the achievement of the related performance objectives becomes probable. As of June 30, 2023, the achievement of the performance objectives associated with unvested PSUs was deemed not probable of being achieved and, accordingly, $0.3 million of compensation cost has not been recognized. RSUs Subject to Market-Based Vesting Conditions (“Market-Based RSUs”) The Company previously granted Market-Based RSUs granted to certain employees, pursuant to the terms of which each Market-Based RSU was settleable into shares of Common Stock. The Market-Based RSUs were subject to vesting, if at all, based on the closing trading price per share of our Common Stock over any 30 consecutive trading day-period that occurred prior to the end date specified in the underlying award agreement, subject to continued service through each such vesting date. Based on the Common Stock trading price, the market conditions for the outstanding Market-Based RSUs were not met, and no shares vested as of June 30, 2023. All outstanding unvested Market-Based RSUs were forfeited and cancelled during the three months ended June 30, 2023. Wheels Up Stock Options The following table summarizes the activity under the Amended and Restated 2021 LTIP related to Wheels Up stock options as of June 30, 2023: Number of Wheels Up Weighted- Weighted-Average Grant (in thousands) Outstanding Wheels Up stock options as of January 1, 2023 77 $ 100.00 $ 47.52 Granted — — — Exercised — — — Forfeited — — — Expired — — — Outstanding Wheels Up stock options as of June 30, 2023 77 $ 100.00 $ 47.52 Exercisable Wheels Up stock options as of June 30, 2023 77 $ 100.00 $ 47.52 The aggregate intrinsic value as of June 30, 2023, for Wheels Up stock options that were outstanding and exercisable was nil . The weighted-average remaining contractual term as of June 30, 2023, for Wheels Up stock options that were outstanding and exercisable was approximately 4.4 years. All Wheels Up stock options vested in prior periods. Equity-Based Compensation Expense Compensation expense for WUP profits interests recognized in the condensed consolidated statements of operations was nominal and $0.2 million for the three months ended June 30, 2023 and June 30, 2022, respectively, and $0.1 million and $0.9 million for the six months ended June 30, 2023 and 2022, respectively. Compensation expense for WUP restricted interests recognized in the condensed consolidated statements of operations was nil and $0.2 million for the three months ended June 30, 2023 and 2022, respectively, and nil and $0.4 million for the six months ended June 30, 2023 and 2022, respectively. Compensation expense for WUP stock options under the WUP Option Plan and Wheels Up stock options under the Amended and Restated 2021 LTIP recognized in the condensed consolidated statements of operations was $0.4 million and $1.1 million for the three months ended June 30, 2023 and 2022, respectively, and $0.9 million and $4.2 million for the six months ended June 30, 2023 and 2022, respectively. Compensation expense for RSUs and PSUs recognized in the condensed consolidated statements of operations was $6.2 million and $9.7 million for the three months ended June 30, 2023 and 2022, respectively, and $11.9 million and $18.7 million for the six months ended June 30, 2023 and 2022, respectively. 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, 2023 2022 2023 2022 Cost of revenue $ 1,092 $ 3,307 $ 2,271 $ 7,739 Technology and development 673 655 1,157 1,296 Sales and marketing 641 2,857 1,341 5,558 General and administrative 4,198 13,962 13,373 28,742 Total equity-based compensation expense $ 6,604 $ 20,781 $ 18,142 $ 43,335 Earnout Shares On July 13, 2021 (the “Closing Date”), we consummated the transactions contained in the Agreement and Plan of Merger with Aspirational Consumer Lifestyle Corp. (“Aspirational”), a blank check company, dated as of February 1, 2021, as amended on May 6, 2021 (the “Business Combination”). As part of the Business Combination, existing holders of WUP equity, including certain holders of WUP profits interests and restricted interests, but excluding holders of WUP stock options, have the right to receive up to an aggregate of 0.9 million additional shares of our Common Stock in three equal tranches, which are issuable upon the achievement of share price thresholds of $125.00, $150.00 and $175.00 for any 20 trading days within a period of 30 consecutive trading days on or before July 13, 2026, respectively (the “Earnout Shares”). Earnout Shares are not attributable to any equity-based compensation plan. Earnout Shares are attributable to vested WUP profits interests and restricted interests as of the date each of the Earnout Share market conditions are met. No Earnout Shares have been issued as of June 30, 2023. 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 had a weighted-average period of 1.7 years. Based on the Common Stock trading price, the market conditions were not met, and no Earnout Shares vested as of June 30, 2023. Compensation expense for Earnout Shares recognized in the condensed consolidated statements of operations was nil and $9.6 million for the three months ended June 30, 2023 and 2022, respectively, and $1.4 million and $19.1 million for the six months ended June 30, 2023 and 2022, respectively. Treasury Stock As of June 30, 2023, we had 265,300 shares of treasury stock. Treasury stock has historically consisted of shares of Common Stock withheld to settle employee taxes due upon the vesting of RSUs and WUP restricted interests, none of which occurred during the three and six months ended June 30, 2023. The increase in treasury stock during the three months ended June 30, 2023 reflects shares of Common Stock acquired from stockholders who would otherwise have held fractional shares because the number of shares of Common Stock they held before the Reverse Stock Split was not evenly divisible by the reverse stock split ratio, which the Company acquired for cash (without interest, and subject to any required tax withholding applicable to a holder) in lieu of issuance of such fractional shares of Common Stock. |
WARRANTS
WARRANTS | 6 Months Ended |
Jun. 30, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
WARRANTS | WARRANTSPrior to the Business Combination, Aspirational issued 7,991,544 redeemable public warrants (“Public Warrants”) and 4,529,950 redeemable private warrants (“Private Warrants” and together with the Public Warrants, the “Warrants”). On the Closing Date, Wheels Up assumed the Warrants. Each whole Warrant entitles the holder to purchase 1/10th share of Common Stock at a price of $115.00 per whole share of Common Stock. 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 on July 13, 2026 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, as further amended by Post-Effective Amendment No. 2 to Form S-1 on Form S-3 filed with the SEC on July 20, 2022, and as further amended by Post-Effective Amendment No. 3 to Form S-1 on Form S-3 that was declared effective by the SEC on August 10, 2022 (collectively, the “Selling Stockholder Registration Statement”). The Selling Stockholder Registration Statement relates to the issuance of an aggregate of 1,252,149 shares of Common Stock underlying the Public Warrants and Private Warrants. As of June 30, 2023, there have not been any warrants exercised and 12,521,494 remain outstanding. Subsequent to June 30, 2023, the Public Warrants were delisted from trading on the NYSE and registration under the Exchange Act, effective July 17, 2023. |
NON-CONTROLLING INTERESTS
NON-CONTROLLING INTERESTS | 6 Months Ended |
Jun. 30, 2023 | |
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 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 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 shares of 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, 2023 December 31, 2022 Number of WUP common units held by Wheels Up (1) 25,357,196 100.0 % 24,933,857 100.0 % Number of vested WUP profits interests attributable to non-controlling interests (2) — — % — — % Total WUP common units and vested WUP profits interests outstanding 25,357,196 100.0 % 24,933,857 100.0 % (1) WUP common units represent an equivalent ownership of Common Stock outstanding. (2) Based on the closing price of Common Stock on the last trading day of the period covered by this Quarterly Report, there would be no WUP common units issuable upon conversion of vested and unvested WUP profits interests outstanding as of June 30, 2023. 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 0.0% and 0.0% for the three months ended June 30, 2023 and 2022, respectively, and 0.0% and 0.2% for the six months ended June 30, 2023 and 2022, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2023 | |
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, 2023, 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, 2023 and December 31, 2022, we estimate the potential exposure to such tax liability was $10.5 million and $10.4 million, respectively, the expense for which was included in accrued expenses on the condensed consolidated balance sheets and in cost of revenue in the condensed consolidated statements of operations as of and for the applicable periods presented. |
RELATED PARTIES
RELATED PARTIES | 6 Months Ended |
Jun. 30, 2023 | |
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 expenses of $0.5 million and $1.1 million for the three and six months ended June 30, 2023, respectively, and nil and $0.3 million for the three and six months ended June 30, 2022, respectively, from transactions related to a commercial cooperation agreement with our stockholder Delta. As of June 30, 2023 and December 31, 2022, nil and $2.4 million, respectively, were included in Accrued expenses on the condensed consolidated balance sheets and $5.0 million and nil, respectively, were included in Other non-current liabilities on the condensed consolidated balance sheets related to transactions associated with the commercial cooperation agreement with Delta. Other transactions with related parties during each of the three and six months ended June 30, 2023 and 2022 were immaterial individually and in the aggregate for financial reporting purposes. |
RESTRUCTURING AND RELATED CHARG
RESTRUCTURING AND RELATED CHARGES | 6 Months Ended |
Jun. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING AND RELATED CHARGES | RESTRUCTURING AND RELATED CHARGES On March 1, 2023, we announced a restructuring plan (the “Restructuring Plan”) as part of our previously announced focus on implementing cost reductions and improving the efficiency of our operations, which consisted of a reduction in headcount (excluding pilots, maintenance and operations-support personnel). We estimated that we would incur approximately $14 million in total pre-tax charges in connection with the Restructuring Plan, primarily related to severance payments, employee benefits and equity-based compensation. As of June 30, 2023, we have incurred $17.7 million of charges associated with the Restructuring Plan related to severance payments, employee benefits and equity-based compensation, which represents all cash and non-cash charges expected under the Restructuring Plan. During the three months ended December 31, 2022, we recorded $7.2 million of expenses related to actions taken in the fourth quarter of 2022 and in connection with the Restructuring Plan. During the six months ended June 30, 2023, $10.5 million of expenses related to the Restructuring Plan were recorded in the Company’s condensed consolidated statement of net income, as follows (in thousands): Six Months Ended June 30, 2023 Cost of revenue $ 755 Technology and development 2,299 Sales and marketing 2,058 General and administrative 5,408 Total restructuring expenses $ 10,520 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2023 | |
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 WUP, as well as any standalone income or loss Wheels Up generates. WUP 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 WUP is passed through to and included in the taxable income or loss of its members, including Wheels Up. We are also subject to income taxes in the various foreign jurisdictions in which we operate. We recorded an income tax benefit of $16 thousand and income tax expense of $0.2 million for the three and six months ended June 30, 2023, respectively, and income tax benefit of $0.3 million for each of the three and six ended June 30, 2022. The effective tax rate was 0.0% for each of the three and six months ended June 30, 2023, and (0.3)% and (0.2)% for the three and six months ended June 30, 2022, respectively. Our effective tax rate for the three and six months ended June 30, 2023 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 and geographical mix of our earnings. 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. If these foreign earnings are repatriated to the U.S., or if the Company determines that such earnings are repatriated to the U.S., or if the Company determines that such earnings will be remitted in a future period, additional tax provisions may be required. 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, 2023, we concluded, based on the weight of all available positive and negative evidence, that it is more likely than not that the majority of U.S. deferred tax assets will not be realized. Accordingly, a 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. On August 16, 2022, the U.S. government enacted the Inflation Reduction Act (“IRA Act”), effective as of January 1, 2023, that imposes various provisions including a 15% minimum corporate income tax and a 1% excise tax on stock repurchases. While we are continuing to evaluate the impact of the IRA Act, at this time, we do not believe it will have a material impact on our consolidated financial statements. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 6 Months Ended |
Jun. 30, 2023 | |
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 per share data): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Numerator: Net loss attributable to Wheels Up Experience Inc. - basic and diluted $ (160,593) $ (92,760) $ (261,459) $ (181,413) Denominator: Weighted-average shares of Common Stock outstanding - basic and diluted 25,570,200 24,408,604 25,446,199 24,434,744 Basic and diluted net loss per share of Common Stock $ (6.28) $ (3.80) $ (10.27) $ (7.42) There were no dividends declared or paid during each of the three and six months ended June 30, 2023 and 2022. 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 Common Stock outstanding for all periods presented. 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 Common Stock. The following securities were not included in the computation of diluted shares outstanding, because the effect would be anti-dilutive, and 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, 2023 2022 2023 2022 Warrants (1) 1,252,149 1,252,149 1,252,149 1,252,149 Earnout Shares 900,000 900,000 900,000 900,000 RSUs (2) 2,898,439 2,257,409 2,898,439 2,257,409 Stock options 1,320,291 1,594,330 1,320,291 1,594,330 Total anti-dilutive securities 6,370,879 6,003,888 6,370,879 6,003,888 (1) Each Warrant entitles the holder to purchase 1/10th of one share of Common Stock at a price of $115.00 per whole share of Common Stock. (2) Includes RSUs and PSUs outstanding as of June 30, 2023 and RSUs, PSUs and CEO Market-Based RSUs outstanding as of June 30, 2022. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Delta Promissory Note On August 8, 2023, the Company entered into a Secured Promissory Note with Delta (the “Delta Promissory Note”), pursuant to which Delta committed to fund a principal amount of up to $15.0 million, of which we received $10.0 million on August 9, 2023 and $5.0 million on August 11, 2023. The Delta Promissory Note bears interest at a rate of 10% per annum and is payable in kind as compounded interest added to the aggregate principal amount of such note at the end of each calendar quarter, commencing with the calendar quarter ending September 30, 2023, and ending on February 4, 2024, the maturity date of the Delta Promissory Note. The Delta Promissory Note is also subject to certain covenants and event of default provisions customary for arrangements of this type. The proceeds of the Delta Promissory Note may be used for general corporate purposes other than payments of principal, interest, fees or other amounts in respect of indebtedness for borrowed money and certain other obligations and liabilities. Grace Period Extension Letter In connection with the initial funding of the Delta Promissory Note, on August 9, 2023, WUP LLC entered into a letter agreement (the “Letter Agreement”) with, among others, the lenders under the Equipment Notes, pursuant to which the grace period for the payment of principal and interest due under the Equipment Notes was extended until August 11, 2023. Subsequent to the execution of the Letter Agreement, the lenders under the Loan Agreement have determined to further extend the grace period for the payment of outstanding principal and interest currently due under the Equipment Notes to August 15, 2023. The Letter Agreement provides for certain additional covenants of the Company and its subsidiaries in addition to those set forth in the documents governing the Equipment Notes, including, but not limited to, restrictions on the incurrence of additional indebtedness and liens and a requirement for WUP LLC (excluding Air Partner and its subsidiaries) to maintain at least $5.0 million of available cash at the end of any date. These covenants will cease to apply if the Company consummates a financing transaction or series of financing transactions with at least $350.0 million in aggregate cash proceeds, subject to certain limitations. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) Attributable to Parent | $ (160,593) | $ (92,760) | $ (261,459) | $ (181,413) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SUMMARY OF BUSINESS AND SIGNI_2
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The 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, they do not include all of the financial information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of the Company’s management, the condensed consolidated financial statements include all adjustments necessary for the fair presentation of the Company’s balance sheet as of June 30, 2023, its results of operations, including its comprehensive loss and stockholders' equity for the three months ended June 30, 2023 and 2022, and its results of operations, including its comprehensive loss and stockholders' equity and its cash flows for the six months ended June 30, 2023 and 2022. All adjustments are of a normal recurring nature. The results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending December 31, 2023. Immediately after the close of business on the NYSE on June 7, 2023, the Reverse Stock Split and Authorized Share Reduction became effective. Accordingly, the presentation of all periods covered by the condensed consolidated financial statements contained herein have been adjusted to give retroactive effect to the Reverse Stock Split, including adjustments to per share net loss and other per share of Common Stock amounts. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2023. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. We consolidate Wheels Up 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 13). All intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | 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 |
Foreign Currency Translation Adjustments | Foreign Currency Translation Adjustments Assets and liabilities of foreign subsidiaries, where the functional currency is not the 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. |
Impairment | Impairment During the second quarter of 2023, we determined that, because of continued negative cash flows as well as changes in our management and business strategy, there was an indication that the carrying value of the long-lived assets associated with the WUP Legacy reporting unit 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, 2023. Based on the analysis, it was determined that there was no impairment to our long-lived assets. As a result of the aforementioned factors, we determined that there was an indication that it was more likely than not that the fair value of our WUP Legacy reporting unit was less than its carrying amount. We performed an interim quantitative impairment assessment of goodwill as of June 1, 2023. Using a discounted cash flow approach, we calculated the fair value of WUP Legacy, based on the present value of estimated future cash flows. The significant underlying inputs used to measure the fair value included forecasted revenue growth rates and margins, weighted average cost of capital, normalized working capital level and projected long-term growth rates. As a result of this assessment, we recognized a goodwill impairment charge of $70.0 million relating to the WUP Legacy reporting unit. The decline in the fair value of the reporting unit was primarily due to a more material reduction in working capital than expected during the three months ended June 30, 2023, as well as an increase in the discount rate. To facilitate reconciliation of the fair value of our reporting units to our market capitalization as of June 1, 2023, we elected to perform a quantitative impairment assessment of the Air Partner reporting unit as of June 1, 2023, using a combination of the discounted cash flow and guideline public company methods, which did not result in impairment to goodwill. Based on the valuation, the fair value of the Air Partner reporting unit exceeded its carrying value by more than 10%. |
Adopted Accounting Pronouncements and Accounting Pronouncements Not Yet Effective | Adopted Accounting Pronouncements and Accounting Pronouncements Not Yet Effective There have been no recent accounting pronouncements, changes in accounting pronouncements or recently adopted accounting guidance during the three months ended June 30, 2023 that are of significance or potential significance to us. |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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, 2023 2022 2023 2022 Services transferred at a point in time: Flights, net of discounts and incentives $ 235,284 $ 284,071 $ 467,046 $ 520,434 Aircraft management 46,073 58,307 107,315 116,356 Other 28,138 55,789 59,945 62,967 Services transferred over time: Memberships 21,478 24,020 43,158 44,667 Aircraft management 2,429 2,411 4,881 4,868 Other 1,660 914 4,529 1,855 Total $ 335,062 $ 425,512 $ 686,874 $ 751,147 |
Schedule of Accounts Receivable Net | Accounts receivable, net consists of the following (in thousands): June 30, December 31, Gross receivables from members and customers $ 88,830 $ 112,243 Undeposited funds 3,423 10,122 Less: Allowance for credit losses (6,901) (9,982) Accounts receivable, net $ 85,352 $ 112,383 |
Schedule of Deferred Revenue | Deferred revenue consists of the following (in thousands): June 30, December 31, Flights - Prepaid Blocks $ 778,356 $ 1,023,985 Memberships - annual dues 39,768 43,970 Memberships - initiation fees 3,277 3,899 Flights - credits 2,045 4,246 Other 6,571 775 Deferred revenue - total 830,016 1,076,875 Less: Deferred revenue - current (828,607) (1,075,133) Deferred revenue - non-current $ 1,409 $ 1,742 Changes in deferred revenue for the six months ended June 30, 2023 were as follows (in thousands): Deferred revenue as of December 31, 2022 $ 1,076,875 Amounts deferred during the period 304,837 Revenue recognized from amounts included in the deferred revenue beginning balance (415,892) Revenue from current period sales (135,804) Deferred revenue as of June 30, 2023 $ 830,016 |
Schedule of Revenue Expected to be Recognized in Future Periods | Revenue expected to be recognized in future periods for performance obligations that are unsatisfied, or partially unsatisfied, as of June 30, 2023 were as follows (in thousands): Remainder of 2023 $ 276,315 2024 191,854 2025 181,101 2026 180,746 Total $ 830,016 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following (in thousands): June 30, 2023 December 31, 2022 Aircraft $ 559,265 $ 566,338 Software development costs 77,857 65,303 Leasehold improvements 20,390 11,930 Computer equipment 3,107 3,014 Buildings and improvements 1,424 1,424 Furniture and fixtures 4,029 3,208 Tooling 4,137 3,835 Vehicles 1,850 1,538 672,059 656,590 Less: Accumulated depreciation and amortization (271,038) (262,031) Total $ 401,021 $ 394,559 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Preliminary Purchase Price Allocation | As of the date of acquisition, the total 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 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 $ 49,617 Property and equipment, net 2,012 Operating lease right-of-use assets 2,780 Goodwill 83,910 Intangible assets 20,921 Restricted cash 27,507 Other assets 1,686 Total assets acquired 188,433 Total liabilities assumed (80,239) Net assets acquired $ 108,194 |
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, consisted of the following: Amount Weighted-Average Amortization Period Customer relationships $ 16,521 5.7 Backlog 1,458 1.5 Trade name 1,931 1.9 Developed technology 1,011 5.8 Total acquired intangible assets $ 20,921 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 2022 acquisitions of Alante Air and Air Partner had been completed as of January 1, 2022. 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 2022 Net revenue $ 425,512 $ 788,966 Net loss $ (91,443) $ (179,132) Net loss attributable to Wheels Up Experience Inc. $ (91,443) $ (178,756) Net loss per share (1) $ (3.75) $ (7.32) (1) Adjusted for the impact of the Reverse Stock Split |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table presents goodwill carrying value and the change in balance, by reporting unit, during the six months ended June 30, 2023 (in thousands): WUP Legacy Air Partner Total Balance as of December 31, 2022 (1) $ 270,467 $ 77,651 $ 348,118 Acquisitions (2) — 350 350 Impairment (3) (70,000) — (70,000) Foreign currency translation adjustment — 3,665 3,665 Balance as of June 30, 2023 $ 200,467 $ 81,666 $ 282,133 (1) Net of accumulated impairment losses of $180 million, all of which was recognized on the goodwill attributable to the WUP Legacy reporting unit during the year ended December 31, 2022. (2) Reflects the current period impact of measurement period adjustments (See Note 5) (3) Impairment charge recognized during the second quarter of 2023 as a result of an interim quantitative assessment of goodwill as of June 1, 2023 (See Note 1). |
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, 2023 Gross Carrying Accumulated Amortization Net Carrying Status $ 80,000 $ 27,644 $ 52,356 Customer relationships 91,121 30,086 61,035 Trade name 16,161 8,978 7,183 Developed technology 20,556 10,831 9,725 Leasehold interest - favorable 600 91 509 Backlog 1,458 1,169 289 Foreign currency translation adjustment (749) (240) (509) Total $ 209,147 $ 78,559 $ 130,588 December 31, 2022 Gross Carrying Accumulated Amortization Net Carrying Status $ 80,000 $ 23,644 $ 56,356 Customer relationships 91,121 24,613 66,508 Non-competition agreement 210 210 — Trade name 16,161 8,294 7,867 Developed technology 20,556 9,332 11,224 Leasehold interest - favorable 600 80 520 Backlog 1,458 880 578 Foreign currency translation adjustment (1,662) (374) (1,288) Total $ 208,444 $ 66,679 $ 141,765 |
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, 2023 Gross Carrying Accumulated Amortization Net Carrying Intangible liabilities $ 20,000 $ 6,917 $ 13,083 December 31, 2022 Gross Carrying Accumulated Amortization Net Carrying Intangible liabilities $ 20,000 $ 5,917 $ 14,083 |
Schedule of Future Amortization Expense of Intangible Assets and Intangible Liabilities | Future amortization expense of intangible assets and intangible liabilities held as of June 30, 2023, were as follows (in thousands): Intangible Assets Intangible Liabilities Remainder of 2023 $ 11,883 $ 1,000 2024 23,047 2,000 2025 22,633 2,000 2026 21,767 2,000 2027 17,208 2,000 2028 and Thereafter 34,050 4,083 Total $ 130,588 $ 13,083 |
CASH EQUIVALENTS AND RESTRICT_2
CASH EQUIVALENTS AND RESTRICTED CASH (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash and Cash Equivalents | A reconciliation of cash and cash equivalents and restricted cash from the condensed consolidated balance sheets to the condensed consolidated statements of cash flows is as follows (in thousands): June 30, 2023 December 31, 2022 Cash and cash equivalents $ 151,828 $ 585,881 Restricted cash 36,521 34,272 Total $ 188,349 $ 620,153 |
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 is as follows (in thousands): June 30, 2023 December 31, 2022 Cash and cash equivalents $ 151,828 $ 585,881 Restricted cash 36,521 34,272 Total $ 188,349 $ 620,153 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table presents the components of long-term debt on our condensed consolidated balance sheets (in thousands): Weighted Average Interest Rate June 30, 2023 December 31, 2022 Equipment Notes 12.0 % $ 251,491 $ 270,000 Total debt 251,491 270,000 Less: Total unamortized deferred financing costs and debt discount 14,936 16,760 Less: Current maturities of long-term debt 26,504 27,006 Long-term debt $ 210,051 $ 226,234 |
Schedule of Maturities of Long-Term Debt | Maturities of our principal debt payments for the next five years are as follows (in thousands): Maturities Remainder of 2023 $ 13,252 2024 45,241 2025 40,234 2026 34,584 2027 22,699 2028 and Thereafter 95,481 Total $ 251,491 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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, 2023 Level 1 Level 2 Level 3 Fair Value Assets: Money market funds $ 106,146 $ — $ — 106,146 Total assets $ 106,146 $ — $ — $ 106,146 Liabilities: Warrant liability - Public Warrants $ 3 $ — $ — $ 3 Warrant liability - Private Warrants — 2 — 2 Equipment Notes — — 251,491 251,491 Total liabilities $ 3 $ 2 $ 251,491 $ 251,496 December 31, 2022 Level 1 Level 2 Level 3 Fair Value Assets: Money market funds $ 230,626 $ — $ — $ 230,626 Treasury bills 199,700 — — 199,700 Total assets $ 430,326 $ — $ — $ 430,326 Liabilities: Warrant liability - Public Warrants $ 479 $ — $ — $ 479 Warrant liability - Private Warrants — 272 — 272 Equipment Notes — 270,000 — 270,000 Total liabilities $ 479 $ 270,272 $ — $ 270,751 |
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 Warrant Liability Fair value as of December 31, 2022 $ 479 $ 272 $ 751 Change in fair value of warrant liability (476) (270) (746) Fair value as of June 30, 2023 $ 3 $ 2 $ 5 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Schedule of Components of Net Lease Cost | The components of net lease cost were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Operating lease costs $ 9,641 $ 9,723 $ 21,335 $ 18,825 Short-term lease costs 2,151 9,221 4,637 14,514 Variable lease costs 8,666 4,591 14,499 8,953 Total lease costs $ 20,458 $ 23,535 $ 40,471 $ 42,292 |
Schedule of Supplemental Cash Flow Information | Supplemental cash flow information related to leases were as follows (in thousands): Six Months Ended June 30, 2023 2022 Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows paid for operating leases $ 18,621 $ 18,962 Right-of-use assets obtained in exchange for operating lease obligations $ 5,454 $ 42,087 |
Schedule of Supplemental Balance Sheet Information | Supplemental balance sheet information related to leases were as follows: June 30, 2023 December 31, 2022 Weighted-average remaining lease term (in years): Operating leases 6.2 5.9 Weighted-average discount rate: Operating leases 9.2 % 9.0 % |
Schedule of Maturities of Operating Leases | Maturities of lease liabilities, as of June 30, 2023, were as follows (in thousands): Year ending December 31, Operating Leases 2023 (remaining) $ 19,148 2024 33,762 2025 19,737 2026 12,061 2027 7,933 2028 and Thereafter 42,882 Total lease payments 135,523 Less: Imputed interest (35,080) Total lease obligations $ 100,443 |
STOCKHOLDER_S EQUITY AND EQUI_2
STOCKHOLDER’S EQUITY AND EQUITY-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Profits Interests Activity | The following table summarizes the WUP profits interests activity under the WUP management incentive plan as of June 30, 2023: Number of WUP Weighted-Average Grant (in thousands) Outstanding WUP profits interests as of January 1, 2023 2,881 $ 4.16 Granted — — Exchanged — — Expired/forfeited — — Outstanding WUP profits interests as of June 30, 2023 2,881 $ 4.16 |
Schedule of Nonvested Profit Interests Activity | The following table summarizes the status of non-vested WUP profits interests as of June 30, 2023: Number of WUP Weighted-Average Grant (in thousands) Non-vested WUP profits interests as of January 1, 2023 170 $ 4.19 Granted — — Vested (147) 4.47 Forfeited — — Non-vested WUP profits interests as of June 30, 2023 23 $ 2.39 |
Schedule of Stock Option Activity | The following table summarizes the activity under the WUP Option Plan as of June 30, 2023: Number of WUP Weighted- Weighted-Average Grant (in thousands) Outstanding WUP stock options as of January 1, 2023 1,280 $ 75.10 $ 12.02 Granted — — — Exercised — — — Forfeited (27) 73.48 8.62 Expired (10) 72.71 6.74 Outstanding WUP stock options as of June 30, 2023 1,243 $ 75.16 $ 12.15 Exercisable WUP stock options as of June 30, 2023 1,198 $ 74.72 $ 11.65 The following table summarizes the activity under the Amended and Restated 2021 LTIP related to Wheels Up stock options as of June 30, 2023: Number of Wheels Up Weighted- Weighted-Average Grant (in thousands) Outstanding Wheels Up stock options as of January 1, 2023 77 $ 100.00 $ 47.52 Granted — — — Exercised — — — Forfeited — — — Expired — — — Outstanding Wheels Up stock options as of June 30, 2023 77 $ 100.00 $ 47.52 Exercisable Wheels Up stock options as of June 30, 2023 77 $ 100.00 $ 47.52 |
Schedule of Nonvested Share Activity | The following table summarizes the status of non-vested WUP stock options as of June 30, 2023: Number of WUP Stock Options Weighted-Average Grant (in thousands) Non-vested WUP stock options as of January 1, 2023 105 $ 19.95 Granted — — Vested (57) 15.93 Expired — — Forfeited (2) 16.01 Non-vested WUP stock options as of June 30, 2023 46 $ 25.06 |
Schedule of LTIP RSUs | The following table summarizes the activity under the Amended and Restated 2021 LTIP related to RSU s as of June 30, 2023: Number of RSUs (1) Weighted-Average Grant (in thousands) Non-vested RSUs as of January 1, 2023 1,615 $ 34.63 Granted 2,107 3.02 Vested (461) 32.28 Forfeited (416) 26.63 Non-vested RSUs as of June 30, 2023 2,845 $ 14.43 (1) RSU awards granted under the 2022 Inducement Grant Plan contain generally the same terms as other RSU awards granted under the Original 2021 LTIP during the fiscal year ended December 31, 2022. The number of RSUs and weighted-average grant date fair value include 205,128 RSUs granted under the 2022 Inducement Grant Plan in July 2022, of which 68,376 RSUs had vested as of January 1, 2023 and the remaining 136,752 RSUs are scheduled to vest in equal installments on December 30, 2023 and December 30, 2024, subject to continued service through each such vesting date. |
Schedule of Performance Stock Units | The following table summarizes the activity under the Amended and Restated 2021 LTIP related to PSUs as of June 30, 2023: Number of PSUs Weighted-Average Grant (in thousands) Non-vested PSUs as of January 1, 2023 96 $ 21.68 Granted 146 10.22 Vested (32) 12.17 Forfeited (67) 16.29 Non-vested PSUs as of June 30, 2023 (1) 142 $ 14.64 (1) Non-vested PSUs reflected in the table above include approximately 84 thousand of PSUs that may settle in shares of our Common Stock equal to 0-120% of the PSUs and 130 thousand PSUs that may settle into shares of Common Stock equal to 0-200% of the PSUs, in each case based on the level of performance. |
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, 2023 2022 2023 2022 Cost of revenue $ 1,092 $ 3,307 $ 2,271 $ 7,739 Technology and development 673 655 1,157 1,296 Sales and marketing 641 2,857 1,341 5,558 General and administrative 4,198 13,962 13,373 28,742 Total equity-based compensation expense $ 6,604 $ 20,781 $ 18,142 $ 43,335 |
NON-CONTROLLING INTERESTS (Tabl
NON-CONTROLLING INTERESTS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
Schedule of Calculation of Non-controlling Interests | The calculation of non-controlling interests was as follows: June 30, 2023 December 31, 2022 Number of WUP common units held by Wheels Up (1) 25,357,196 100.0 % 24,933,857 100.0 % Number of vested WUP profits interests attributable to non-controlling interests (2) — — % — — % Total WUP common units and vested WUP profits interests outstanding 25,357,196 100.0 % 24,933,857 100.0 % (1) WUP common units represent an equivalent ownership of Common Stock outstanding. |
RESTRUCTURING AND RELATED CHA_2
RESTRUCTURING AND RELATED CHARGES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring and Related Costs | During the six months ended June 30, 2023, $10.5 million of expenses related to the Restructuring Plan were recorded in the Company’s condensed consolidated statement of net income, as follows (in thousands): Six Months Ended June 30, 2023 Cost of revenue $ 755 Technology and development 2,299 Sales and marketing 2,058 General and administrative 5,408 Total restructuring expenses $ 10,520 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of basic and diluted net loss per share (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Numerator: Net loss attributable to Wheels Up Experience Inc. - basic and diluted $ (160,593) $ (92,760) $ (261,459) $ (181,413) Denominator: Weighted-average shares of Common Stock outstanding - basic and diluted 25,570,200 24,408,604 25,446,199 24,434,744 Basic and diluted net loss per share of Common Stock $ (6.28) $ (3.80) $ (10.27) $ (7.42) |
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, and 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, 2023 2022 2023 2022 Warrants (1) 1,252,149 1,252,149 1,252,149 1,252,149 Earnout Shares 900,000 900,000 900,000 900,000 RSUs (2) 2,898,439 2,257,409 2,898,439 2,257,409 Stock options 1,320,291 1,594,330 1,320,291 1,594,330 Total anti-dilutive securities 6,370,879 6,003,888 6,370,879 6,003,888 (1) Each Warrant entitles the holder to purchase 1/10th of one share of Common Stock at a price of $115.00 per whole share of Common Stock. (2) Includes RSUs and PSUs outstanding as of June 30, 2023 and RSUs, PSUs and CEO Market-Based RSUs outstanding as of June 30, 2022. |
SUMMARY OF BUSINESS AND SIGNI_3
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 01, 2023 USD ($) | Jun. 30, 2023 USD ($) member | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) aircraft member | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Goodwill [Line Items] | ||||||
Marketplace base rate | member | 12,000 | 12,000 | ||||
Number of aircraft | aircraft | 1,500 | |||||
Impairment of long-lived assets | $ 0 | |||||
Goodwill impairment charge | $ 70,000,000 | $ 0 | $ 70,000,000 | $ 0 | ||
Percent of fair value of Air Partner reporting unit exceeded carrying value (more than) | 10% | |||||
WUP Legacy | ||||||
Goodwill [Line Items] | ||||||
Goodwill impairment charge | $ 70,000,000 | $ 180,000,000 |
LIQUIDITY AND GOING CONCERN - N
LIQUIDITY AND GOING CONCERN - Narrative (Details) - USD ($) | 6 Months Ended | ||||
Aug. 09, 2023 | Oct. 14, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||||
Cash and cash equivalents | $ 151,828,000 | $ 585,881,000 | |||
Working capital earnings | (720,800,000) | ||||
Net cash used in operating activities | $ (411,670,000) | $ (140,175,000) | |||
2022-1 Equipment Note Financing - Letter Agreement | Notes Payable | Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Minimum liquidity | $ 5,000,000 | ||||
2022-1 Equipment Note Financing | Notes Payable | |||||
Debt Instrument [Line Items] | |||||
Minimum liquidity | $ 125,000,000 |
REVENUE RECOGNITION - Schedule
REVENUE RECOGNITION - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 335,062 | $ 425,512 | $ 686,874 | $ 751,147 |
Services transferred at a point in time: | Flights, net of discounts and incentives | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 235,284 | 284,071 | 467,046 | 520,434 |
Services transferred at a point in time: | Aircraft management | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 46,073 | 58,307 | 107,315 | 116,356 |
Services transferred at a point in time: | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 28,138 | 55,789 | 59,945 | 62,967 |
Services transferred over time: | Aircraft management | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 2,429 | 2,411 | 4,881 | 4,868 |
Services transferred over time: | Memberships | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 21,478 | 24,020 | 43,158 | 44,667 |
Services transferred over time: | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 1,660 | $ 914 | $ 4,529 | $ 1,855 |
REVENUE RECOGNITION - Narrative
REVENUE RECOGNITION - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | |||||
Discounts and incentives | $ 2,400 | $ 3,500 | $ 4,000 | $ 6,700 | |
Revenue | 335,062 | 425,512 | 686,874 | 751,147 | |
Capitalized sales commission and referral fees | 2,500 | 5,000 | 4,100 | 9,300 | |
Amortization expense | 3,100 | 4,200 | 6,800 | 7,700 | |
Other | Whole Aircraft Sales | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 4,800 | 27,000 | 15,400 | 28,000 | |
Other | Group Charter | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 9,500 | 11,100 | 15,900 | 11,100 | |
Other | Safety and Security | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 5,700 | $ 6,700 | 11,500 | $ 6,700 | |
Prepaid expenses | |||||
Disaggregation of Revenue [Line Items] | |||||
Capitalized contract cost, net | 5,700 | 5,700 | $ 8,700 | ||
Other current assets | |||||
Disaggregation of Revenue [Line Items] | |||||
Capitalized contract cost, net | $ 900 | $ 900 | $ 1,300 |
REVENUE RECOGNITION - Schedul_2
REVENUE RECOGNITION - Schedule of Accounts Receivable Net Consists (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Gross receivables from members and customers | $ 88,830 | $ 112,243 |
Undeposited funds | 3,423 | 10,122 |
Less: Allowance for credit losses | (6,901) | (9,982) |
Accounts receivable, net | $ 85,352 | $ 112,383 |
REVENUE RECOGNITION - Schedul_3
REVENUE RECOGNITION - Schedule of Deferred Revenue (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Disaggregation of Revenue [Line Items] | ||
Deferred revenue - total | $ 830,016 | $ 1,076,875 |
Less: Deferred revenue - current | (828,607) | (1,075,133) |
Deferred revenue - non-current | 1,409 | 1,742 |
Flights - Prepaid Blocks | ||
Disaggregation of Revenue [Line Items] | ||
Deferred revenue - total | 778,356 | 1,023,985 |
Memberships - annual dues | ||
Disaggregation of Revenue [Line Items] | ||
Deferred revenue - total | 39,768 | 43,970 |
Memberships - initiation fees | ||
Disaggregation of Revenue [Line Items] | ||
Deferred revenue - total | 3,277 | 3,899 |
Flights - credits | ||
Disaggregation of Revenue [Line Items] | ||
Deferred revenue - total | 2,045 | 4,246 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Deferred revenue - total | $ 6,571 | $ 775 |
REVENUE RECOGNITION - Changes i
REVENUE RECOGNITION - Changes in Deferred Revenue (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Contract with Customer, Liability [Roll Forward] | |
Deferred revenue as of December 31, 2022 | $ 1,076,875 |
Amounts deferred during the period | 304,837 |
Revenue recognized from amounts included in the deferred revenue beginning balance | (415,892) |
Revenue from current period sales | (135,804) |
Deferred revenue as of June 30, 2023 | $ 830,016 |
REVENUE RECOGNITION - Schedul_4
REVENUE RECOGNITION - Schedule of Revenue Expected to be Recognized in Future Periods (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized in future periods | $ 830,016 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized in future periods | $ 276,315 |
Revenue recognition periods (in years) | 6 months |
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 | $ 191,854 |
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 | $ 181,101 |
Revenue recognition periods (in years) | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized in future periods | $ 180,746 |
Revenue recognition periods (in years) | 1 year |
PROPERTY AND EQUIPMENT - Schedu
PROPERTY AND EQUIPMENT - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 672,059 | $ 656,590 |
Less: Accumulated depreciation and amortization | (271,038) | (262,031) |
Total | 401,021 | 394,559 |
Aircraft | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 559,265 | 566,338 |
Software development costs | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 77,857 | 65,303 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 20,390 | 11,930 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 3,107 | 3,014 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,424 | 1,424 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 4,029 | 3,208 |
Tooling | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 4,137 | 3,835 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,850 | $ 1,538 |
PROPERTY AND EQUIPMENT - Narrat
PROPERTY AND EQUIPMENT - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization | $ 9.7 | $ 10.1 | $ 18.8 | $ 19.6 |
Software development costs | ||||
Property, Plant and Equipment [Line Items] | ||||
Amortization | $ 4 | $ 3.1 | $ 6.8 | $ 5.3 |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) $ in Thousands | Apr. 01, 2022 USD ($) location continent | Feb. 03, 2022 USD ($) aircraft |
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 | |
Alante Air | Eliminated in consolidation upon acquisition | ||
Business Acquisition [Line Items] | ||
Accounts receivables | $ (15) | |
Air Partner | ||
Business Acquisition [Line Items] | ||
Consideration transferred | $ 108,200 | |
Cash | 18,000 | |
Accounts receivables | $ 16,600 | |
Number of operating location | location | 18 | |
Operating continents | continent | 4 |
ACQUISITIONS - Preliminary Purc
ACQUISITIONS - Preliminary Purchase Price (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Apr. 01, 2022 | Feb. 03, 2022 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 282,133 | $ 348,118 | ||
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 | $ 49,617 | |||
Property and equipment, net | 2,012 | |||
Operating lease right-of-use assets | 2,780 | |||
Goodwill | 83,910 | |||
Intangible assets | 20,921 | |||
Restricted cash | 27,507 | |||
Other assets | 1,686 | |||
Total assets acquired | 188,433 | |||
Total liabilities assumed | (80,239) | |||
Net assets acquired | $ 108,194 |
ACQUISITIONS - Intangible Asset
ACQUISITIONS - Intangible Assets Acquired (Details) - Air Partner $ in Thousands | Apr. 01, 2022 USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets acquired | $ 20,921 |
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 | $ 1,458 |
Weighted-Average Amortization Period (Years) | 1 year 6 months |
Trade name | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets acquired | $ 1,931 |
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) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | ||
Net revenue | $ 425,512 | $ 788,966 |
Net loss | (91,443) | (179,132) |
Net loss attributable to Wheels Up Experience Inc. | $ (91,443) | $ (178,756) |
Net loss per share, basic (in dollars per share) | $ (3.75) | $ (7.32) |
Net loss per share, diluted (in dollars per share) | $ (3.75) | $ (7.32) |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Goodwill [Roll Forward] | |||||
Balance as of December 31, 2022 | $ 348,118 | ||||
Acquisitions | 350 | ||||
Impairment | $ (70,000) | $ 0 | (70,000) | $ 0 | |
Foreign currency translation adjustment | 3,665 | ||||
Balance as of June 30, 2023 | 282,133 | 282,133 | $ 348,118 | ||
WUP Legacy | |||||
Goodwill [Roll Forward] | |||||
Balance as of December 31, 2022 | 270,467 | ||||
Acquisitions | 0 | ||||
Impairment | (70,000) | (180,000) | |||
Foreign currency translation adjustment | 0 | ||||
Balance as of June 30, 2023 | 200,467 | 200,467 | 270,467 | ||
Air Partner | |||||
Goodwill [Roll Forward] | |||||
Balance as of December 31, 2022 | 77,651 | ||||
Acquisitions | 350 | ||||
Impairment | 0 | ||||
Foreign currency translation adjustment | 3,665 | ||||
Balance as of June 30, 2023 | $ 81,666 | $ 81,666 | $ 77,651 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 209,147 | $ 208,444 |
Accumulated Amortization | 78,559 | 66,679 |
Net Carrying Value | 130,588 | 141,765 |
Status | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 80,000 | 80,000 |
Accumulated Amortization | 27,644 | 23,644 |
Net Carrying Value | 52,356 | 56,356 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 91,121 | 91,121 |
Accumulated Amortization | 30,086 | 24,613 |
Net Carrying Value | 61,035 | 66,508 |
Non-competition agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 210 | |
Accumulated Amortization | 210 | |
Net Carrying Value | 0 | |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 16,161 | 16,161 |
Accumulated Amortization | 8,978 | 8,294 |
Net Carrying Value | 7,183 | 7,867 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 20,556 | 20,556 |
Accumulated Amortization | 10,831 | 9,332 |
Net Carrying Value | 9,725 | 11,224 |
Leasehold interest - favorable | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 600 | 600 |
Accumulated Amortization | 91 | 80 |
Net Carrying Value | 509 | 520 |
Backlog | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 1,458 | 1,458 |
Accumulated Amortization | 1,169 | 880 |
Net Carrying Value | 289 | 578 |
Foreign currency translation adjustment | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | (749) | (1,662) |
Accumulated Amortization | (240) | (374) |
Net Carrying Value | $ (509) | $ (1,288) |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 5.9 | $ 6.5 | $ 11.8 | $ 11.7 |
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, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Gross Carrying Value | $ 20,000 | $ 20,000 |
Accumulated Amortization | 6,917 | 5,917 |
Net Carrying Value | $ 13,083 | $ 14,083 |
GOODWILL AND INTANGIBLE ASSET_6
GOODWILL AND INTANGIBLE ASSETS - Future Amortization (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Intangible Assets | ||
2023 (remaining) | $ 11,883 | |
2024 | 23,047 | |
2025 | 22,633 | |
2026 | 21,767 | |
2027 | 17,208 | |
2028 and Thereafter | 34,050 | |
Net Carrying Value | 130,588 | $ 141,765 |
Intangible Liabilities | ||
2023 (remaining) | 1,000 | |
2024 | 2,000 | |
2025 | 2,000 | |
2026 | 2,000 | |
2027 | 2,000 | |
2028 and Thereafter | 4,083 | |
Net Carrying Value | $ 13,083 | $ 14,083 |
CASH EQUIVALENTS AND RESTRICT_3
CASH EQUIVALENTS AND RESTRICTED CASH - Narrative (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Cash and Cash Equivalents [Line Items] | ||
Cash equivalents | $ 106.2 | $ 430.3 |
Lessor, Standby Letter Of Credit | ||
Cash and Cash Equivalents [Line Items] | ||
Restricted cash | 7.7 | 7.7 |
Contractual Restrictions | ||
Cash and Cash Equivalents [Line Items] | ||
Restricted cash | $ 23.3 | $ 26.3 |
CASH EQUIVALENTS AND RESTRICT_4
CASH EQUIVALENTS AND RESTRICTED CASH - Reconciliation of Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 151,828 | $ 585,881 | ||
Restricted cash | 36,521 | 34,272 | ||
Total | $ 188,349 | $ 620,153 | $ 454,416 | $ 786,722 |
LONG-TERM DEBT - Schedule of Lo
LONG-TERM DEBT - Schedule of Long-term Debt Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 251,491 | $ 270,000 |
Less: Total unamortized deferred financing costs and debt discount | 14,936 | 16,760 |
Less: Current maturities of long-term debt | 26,504 | 27,006 |
Long-term debt | $ 210,051 | 226,234 |
Equipment Notes | Notes Payable | ||
Debt Instrument [Line Items] | ||
Weighted Average Interest Rate | 12% | |
Long-term debt, gross | $ 251,491 | $ 270,000 |
LONG-TERM DEBT - Schedule of Ma
LONG-TERM DEBT - Schedule of Maturities of Long-term Debt (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2023 | $ 13,252 |
2024 | 45,241 |
2025 | 40,234 |
2026 | 34,584 |
2027 | 22,699 |
2028 and Thereafter | 95,481 |
Total | $ 251,491 |
LONG-TERM DEBT - Narrative (Det
LONG-TERM DEBT - Narrative (Details) | 3 Months Ended | 6 Months Ended | |
Oct. 14, 2022 USD ($) aircraft | Jun. 30, 2023 USD ($) aircraft | Jun. 30, 2023 USD ($) aircraft | |
Debt Instrument [Line Items] | |||
Number of aircraft | aircraft | 1,500 | ||
Amortization expense for debt discounts and deferred financing costs | $ 900,000 | $ 1,800,000 | |
2022-1 Equipment Note Financing | Notes Payable | |||
Debt Instrument [Line Items] | |||
Face amount | $ 270,000,000 | ||
Stated rate | 12% | ||
Net proceeds | $ 259,200,000 | ||
Principal amount, percentage | 10% | ||
Minimum liquidity | $ 125,000,000 | ||
2022-1 Equipment Note Financing | Notes Payable | Not subject to first-priority liens | |||
Debt Instrument [Line Items] | |||
Number of aircraft | aircraft | 2 | ||
2022-1 Equipment Note Financing | Notes Payable | Subject to first-priority liens | |||
Debt Instrument [Line Items] | |||
Number of aircraft | aircraft | 132 | ||
Flight equipment | $ 313,700,000 | $ 313,700,000 | |
Debt instrument redemption price | $ 5,000,000 | $ 5,000,000 | |
2022-1 Equipment Note Financing | Notes Payable | Collateral Pledged | |||
Debt Instrument [Line Items] | |||
Number of aircraft | aircraft | 134 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Financial Instruments Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Assets: | ||
Assets | $ 106,146 | $ 430,326 |
Liabilities: | ||
Warrant liability | 5 | 751 |
Equipment Notes | 251,491 | 270,000 |
Total liabilities | 251,496 | 270,751 |
Money market funds | ||
Assets: | ||
Assets | 106,146 | 230,626 |
Treasury bills | ||
Assets: | ||
Assets | 199,700 | |
Public Warrants | ||
Liabilities: | ||
Warrant liability | 3 | 479 |
Private Warrants | ||
Liabilities: | ||
Warrant liability | 2 | 272 |
Level 1 | ||
Assets: | ||
Assets | 106,146 | 430,326 |
Liabilities: | ||
Equipment Notes | 0 | 0 |
Total liabilities | 3 | 479 |
Level 1 | Money market funds | ||
Assets: | ||
Assets | 106,146 | 230,626 |
Level 1 | Treasury bills | ||
Assets: | ||
Assets | 199,700 | |
Level 1 | Public Warrants | ||
Liabilities: | ||
Warrant liability | 3 | 479 |
Level 1 | Private Warrants | ||
Liabilities: | ||
Warrant liability | 0 | 0 |
Level 2 | ||
Assets: | ||
Assets | 0 | 0 |
Liabilities: | ||
Equipment Notes | 0 | 270,000 |
Total liabilities | 2 | 270,272 |
Level 2 | Money market funds | ||
Assets: | ||
Assets | 0 | 0 |
Level 2 | Treasury bills | ||
Assets: | ||
Assets | 0 | |
Level 2 | Public Warrants | ||
Liabilities: | ||
Warrant liability | 0 | 0 |
Level 2 | Private Warrants | ||
Liabilities: | ||
Warrant liability | 2 | 272 |
Level 3 | ||
Assets: | ||
Assets | 0 | 0 |
Liabilities: | ||
Equipment Notes | 251,491 | 0 |
Total liabilities | 251,491 | 0 |
Level 3 | Money market funds | ||
Assets: | ||
Assets | 0 | 0 |
Level 3 | Treasury bills | ||
Assets: | ||
Assets | 0 | |
Level 3 | Public Warrants | ||
Liabilities: | ||
Warrant liability | 0 | 0 |
Level 3 | Private Warrants | ||
Liabilities: | ||
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, 2023 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value as of December 31, 2022 | $ 751 |
Change in fair value of warrant liability | (746) |
Fair value as of June 30, 2023 | 5 |
Public Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value as of December 31, 2022 | 479 |
Change in fair value of warrant liability | (476) |
Fair value as of June 30, 2023 | $ 3 |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Change in fair value of warrant liability |
Private Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value as of December 31, 2022 | $ 272 |
Change in fair value of warrant liability | (270) |
Fair value as of June 30, 2023 | $ 2 |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Change in fair value of warrant liability |
LEASES - Components of Net Leas
LEASES - Components of Net Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Leases [Abstract] | ||||
Operating lease costs | $ 9,641 | $ 9,723 | $ 21,335 | $ 18,825 |
Short-term lease costs | 2,151 | 9,221 | 4,637 | 14,514 |
Variable lease costs | 8,666 | 4,591 | 14,499 | 8,953 |
Total lease costs | $ 20,458 | $ 23,535 | $ 40,471 | $ 42,292 |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash paid for amounts included in the measurement of operating lease liabilities: | ||
Operating cash flows paid for operating leases | $ 18,621 | $ 18,962 |
Right-of-use assets obtained in exchange for operating lease obligations | $ 5,454 | $ 42,087 |
LEASES - Supplemental Balance S
LEASES - Supplemental Balance Sheet Information (Details) | Jun. 30, 2023 | Jun. 30, 2022 |
Weighted-average remaining lease term (in years): | ||
Operating leases | 6 years 2 months 12 days | 5 years 10 months 24 days |
Weighted-average discount rate: | ||
Operating leases | 9.20% | 9% |
LEASES - Maturities of Operatin
LEASES - Maturities of Operating Leases (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Leases [Abstract] | |
2023 (remaining) | $ 19,148 |
2024 | 33,762 |
2025 | 19,737 |
2026 | 12,061 |
2027 | 7,933 |
2028 and Thereafter | 42,882 |
Total lease payments | 135,523 |
Less: Imputed interest | (35,080) |
Total lease obligations | $ 100,443 |
STOCKHOLDER_S EQUITY AND EQUI_3
STOCKHOLDER’S EQUITY AND EQUITY-BASED COMPENSATION - Narrative (Details) | 3 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) tranche day plan $ / shares shares | Jun. 30, 2022 USD ($) | Jun. 07, 2023 vote $ / shares shares | May 31, 2023 $ / shares shares | May 30, 2023 shares | Dec. 31, 2022 shares | Jul. 13, 2021 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock authorized (in shares) | 250,000,000 | 250,000,000 | 250,000,000 | ||||||
Preferred stock authorized (in shares) | 25,000,000 | ||||||||
Preferred stock par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||
Warrants, exercise price (in dollars per share) | $ / shares | $ 115 | $ 115 | $ 115 | $ 115 | |||||
Number of approved plans | plan | 9 | ||||||||
Compensation expense | $ | $ 6,604,000 | $ 20,781,000 | $ 18,142,000 | $ 43,335,000 | |||||
Shares withheld for employee taxes on vested equity (in shares) | 265,300 | ||||||||
Warrant right to purchase shares (in shares) | 0.1 | 0.1 | 0.1 | 0.1 | |||||
WUP Profits Interests | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 0 | ||||||||
Weighted average remaining contractual term (in years) | 8 years | ||||||||
Unrecognized compensation cost | $ | $ 0 | $ 0 | |||||||
Unrecognized compensation cost recognition period (in years) | 1 month 6 days | ||||||||
Compensation expense | $ | $ 0 | 200,000 | $ 100,000 | 900,000 | |||||
Vested or will vest (in shares) | 147,000 | ||||||||
Nonvested awards (in shares) | 23,000 | 23,000 | 170,000 | ||||||
WUP Restricted Interests | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Compensation expense | $ | $ 0 | 200,000 | $ 0 | 400,000 | |||||
Stock options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Compensation expense | $ | 400,000 | 1,100,000 | 900,000 | 4,200,000 | |||||
PSUs | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unrecognized compensation | $ | 300,000 | 300,000 | |||||||
Earnout Share | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Compensation expense | $ | $ 0 | 9,600,000 | $ 1,400,000 | 19,100,000 | |||||
Nonvested awards (in shares) | 900,000 | 900,000 | |||||||
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 | |||||||
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 | $ | $ 57,900,000 | ||||||||
Market-based RSUs | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting condition, threshold consecutive trading days | day | 30 | ||||||||
RSUs, PSUs, and Market-Based RSUs | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Compensation expense | $ | $ 6,200,000 | $ 9,700,000 | $ 11,900,000 | $ 18,700,000 | |||||
2022 Inducement Grant Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Inducement grant plan (in shares) | 205,128 | 2,051,282 | |||||||
MIP Plan VII | WUP Profits Interests | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares authorized (in shares) | 3,100,000 | 3,100,000 | |||||||
WUP Stock Option Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Costs expected | $ | $ 200,000 | $ 200,000 | |||||||
WUP Stock Option Plan | Stock options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unrecognized compensation cost recognition period (in years) | 2 months 12 days | ||||||||
Shares authorized (in shares) | 1,800,000 | 1,800,000 | |||||||
Aggregate intrinsic value | $ | $ 0 | $ 0 | |||||||
Weighted average remaining contractual term, outstanding (in years) | 6 years | ||||||||
Weighted average remaining contractual term, exercisable (in years) | 6 years | ||||||||
2021 LTIP | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares authorized (in shares) | 5,200,000 | 5,200,000 | 2,415,000 | 24,150,000 | |||||
2021 LTIP | Stock options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Aggregate intrinsic value | $ | $ 0 | $ 0 | |||||||
Weighted average remaining contractual term, outstanding (in years) | 4 years 4 months 24 days | ||||||||
Weighted average remaining contractual term, exercisable (in years) | 4 years 4 months 24 days | ||||||||
2021 LTIP | PSUs | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 146,000 | ||||||||
Vested or will vest (in shares) | 32,000 | ||||||||
Nonvested awards (in shares) | 142,000 | 142,000 | 96,000 | ||||||
2021 LTIP | RSUs | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 2,107,000 | ||||||||
Unrecognized compensation cost recognition period (in years) | 1 year 8 months 12 days | ||||||||
Vested or will vest (in shares) | 461,000 | ||||||||
Nonvested awards (in shares) | 2,845,000 | 2,845,000 | 1,615,000 | ||||||
Unrecognized compensation | $ | $ 26,000,000 | $ 26,000,000 | |||||||
Common Class A | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock authorized (in shares) | 250,000,000 | 2,500,000,000 | |||||||
Voting rights per share | vote | 1 | ||||||||
Common Class A | Earnout Share | Vesting period one | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Equal tranches | tranche | 3 | ||||||||
Vesting milestone (in dollars per share) | $ / shares | $ 125 | $ 125 | |||||||
Minimum threshold days (in days) | 20 days | ||||||||
Number of consecutive trading days (in days) | 30 days | ||||||||
Common Class A | Earnout Share | Vesting period two | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting milestone (in dollars per share) | $ / shares | 150 | $ 150 | |||||||
Common Class A | Earnout Share | Vesting period three | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting milestone (in dollars per share) | $ / shares | $ 175 | $ 175 | |||||||
Common Class A | WUP Stock Option Plan | Stock options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of common stock exercisable for each outstanding stock option (in shares) | 1 | 1 |
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, 2023 $ / shares shares | |
Number of RSUs | |
Beginning balance (in shares) | shares | 2,881 |
Granted (in shares) | shares | 0 |
Exchanged (in shares) | shares | 0 |
Expired/forfeited (in shares) | shares | 0 |
Ending balance (in shares) | shares | 2,881 |
Weighted-Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 4.16 |
Granted (in dollars per share) | $ / shares | 0 |
Exchanged (in dollars per share) | $ / shares | 0 |
Expired/forfeited (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | $ 4.16 |
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, 2023 $ / shares shares | |
Number of WUP Profits Interests | |
Beginning balance (in shares) | shares | 170 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | (147) |
Forfeited (in shares) | shares | 0 |
Ending balance (in shares) | shares | 23 |
Weighted-Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 4.19 |
Granted (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 4.47 |
Forfeited (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | $ 2.39 |
STOCKHOLDER_S EQUITY AND EQUI_6
STOCKHOLDER’S EQUITY AND EQUITY-BASED COMPENSATION - Summary of Stock Option Activity (Details) - Stock options - $ / shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
WUP Stock Option Plan | ||
Number of WUP Stock Options | ||
Beginning balance (in shares) | 1,280 | |
Granted (in shares) | 0 | |
Exercised (in shares) | 0 | |
Forfeited (in shares) | (27) | |
Expired (in shares) | (10) | |
Ending balance (in shares) | 1,243 | |
Exercisable (in shares) | 1,198 | |
Weighted- Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 75.10 | |
Granted (in dollars per share) | 0 | |
Exercised (in dollars per share) | 0 | |
Forfeited (in dollars per share) | 73.48 | |
Expired (in dollars per share) | 72.71 | |
Ending balance (in dollars per share) | 75.16 | |
Exercisable (in dollars per share) | 74.72 | |
Weighted-Average Grant Date Fair Value | ||
Beginning balance (in dollars per share) | 12.15 | $ 12.02 |
Granted (in dollars per share) | 0 | |
Exercised (in dollars per share) | 0 | |
Forfeited (in dollars per share) | 8.62 | |
Expired (in dollars per share) | 6.74 | |
Ending balance (in dollars per share) | 12.15 | |
Exercisable (in dollars per share) | $ 11.65 | |
2021 LTIP | ||
Number of WUP Stock Options | ||
Beginning balance (in shares) | 77 | |
Granted (in shares) | 0 | |
Exercised (in shares) | 0 | |
Forfeited (in shares) | 0 | |
Expired (in shares) | 0 | |
Ending balance (in shares) | 77 | |
Exercisable (in shares) | 77 | |
Weighted- Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 100 | |
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) | 100 | |
Exercisable (in dollars per share) | 100 | |
Weighted-Average Grant Date Fair Value | ||
Beginning balance (in dollars per share) | 47.52 | $ 47.52 |
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) | 47.52 | |
Exercisable (in dollars per share) | $ 47.52 |
STOCKHOLDER_S EQUITY AND EQUI_7
STOCKHOLDER’S EQUITY AND EQUITY-BASED COMPENSATION - Schedule of Nonvested Share Activity (Details) - Stock options shares in Thousands | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
WUP Stock Option Plan | |
Number of Stock Option | |
Beginning balance (in shares) | shares | 105 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | (57) |
Expired (in shares) | shares | 0 |
Forfeited (in shares) | shares | (2) |
Ending balance (in shares) | shares | 46 |
Weighted-Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 19.95 |
Granted (in dollars per share) | $ / shares | 0 |
Vested, (in dollars per share) | $ / shares | 15.93 |
Expired (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 16.01 |
Ending balance (in dollars per share) | $ / shares | $ 25.06 |
2021 LTIP | |
Number of Stock Option | |
Granted (in shares) | shares | 0 |
Weighted-Average Grant Date Fair Value | |
Granted (in dollars per share) | $ / shares | $ 0 |
STOCKHOLDER_S EQUITY AND EQUI_8
STOCKHOLDER’S EQUITY AND EQUITY-BASED COMPENSATION - Schedule of LTIP RSUs (Details) - 2021 LTIP | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
RSUs | |
Number of RSUs | |
Beginning balance (in shares) | 1,615,000 |
Granted (in shares) | 2,107,000 |
Vested (in shares) | (461,000) |
Forfeited (in shares) | (416,000) |
Ending balance (in shares) | 2,845,000 |
Weighted-Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 34.63 |
Granted (in dollars per share) | $ / shares | 3.02 |
Vested (in dollars per share) | $ / shares | 32.28 |
Forfeited (in dollars per share) | $ / shares | 26.63 |
Ending balance (in dollars per share) | $ / shares | $ 14.43 |
RSUs | July 2022 | |
Number of RSUs | |
Granted (in shares) | 205,128 |
Vested (in shares) | (68,376) |
Ending balance (in shares) | 136,752 |
PSUs | |
Number of RSUs | |
Beginning balance (in shares) | 96,000 |
Granted (in shares) | 146,000 |
Vested (in shares) | (32,000) |
Forfeited (in shares) | (67,000) |
Ending balance (in shares) | 142,000 |
Weighted-Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 21.68 |
Granted (in dollars per share) | $ / shares | 10.22 |
Vested (in dollars per share) | $ / shares | 12.17 |
Forfeited (in dollars per share) | $ / shares | 16.29 |
Ending balance (in dollars per share) | $ / shares | $ 14.64 |
STOCKHOLDER_S EQUITY AND EQUI_9
STOCKHOLDER’S EQUITY AND EQUITY-BASED COMPENSATION - Performance Stock Units (Details) - 2021 LTIP shares in Thousands | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
PSUs | |
Number of RSUs | |
Beginning balance (in shares) | 96 |
Granted (in shares) | 146 |
Vested (in shares) | (32) |
Forfeited (in shares) | (67) |
Ending balance (in shares) | 142 |
Weighted-Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 21.68 |
Ending balance (in dollars per share) | $ / shares | $ 14.64 |
PSUs | Minimum | First share price vesting threshold | |
Weighted-Average Grant Date Fair Value | |
Level of performance | 0% |
PSUs | Minimum | Second share price vesting threshold | |
Weighted-Average Grant Date Fair Value | |
Level of performance | 0% |
PSUs | Maximum | First share price vesting threshold | |
Weighted-Average Grant Date Fair Value | |
Level of performance | 120% |
PSUs | Maximum | Second share price vesting threshold | |
Weighted-Average Grant Date Fair Value | |
Level of performance | 200% |
PSUs | Common Class A | First share price vesting threshold | |
Weighted-Average Grant Date Fair Value | |
Shares that may settle into Class A common stock (in shares) | 84 |
PSUs | Common Class A | Second share price vesting threshold | |
Weighted-Average Grant Date Fair Value | |
Shares that may settle into Class A common stock (in shares) | 130 |
Stock options | |
Weighted-Average Grant Date Fair Value | |
Granted (in dollars per share) | $ / shares | $ 0 |
RSUs | |
Number of RSUs | |
Beginning balance (in shares) | 1,615 |
Granted (in shares) | 2,107 |
Vested (in shares) | (461) |
Forfeited (in shares) | (416) |
Ending balance (in shares) | 2,845 |
Weighted-Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 34.63 |
Ending balance (in dollars per share) | $ / shares | $ 14.43 |
STOCKHOLDER_S EQUITY AND EQU_10
STOCKHOLDER’S EQUITY AND EQUITY-BASED COMPENSATION - Equity-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total equity-based compensation expense | $ 6,604 | $ 20,781 | $ 18,142 | $ 43,335 |
Cost of revenue | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total equity-based compensation expense | 1,092 | 3,307 | 2,271 | 7,739 |
Technology and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total equity-based compensation expense | 673 | 655 | 1,157 | 1,296 |
Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total equity-based compensation expense | 641 | 2,857 | 1,341 | 5,558 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total equity-based compensation expense | $ 4,198 | $ 13,962 | $ 13,373 | $ 28,742 |
WARRANTS (Details)
WARRANTS (Details) - $ / shares | Sep. 25, 2021 | Jun. 30, 2023 | May 31, 2023 | Jul. 13, 2021 | Jul. 12, 2021 |
Class of Warrant or Right [Line Items] | |||||
Warrants outstanding (in shares) | 12,521,494 | ||||
Warrant right to purchase shares (in shares) | 0.1 | 0.1 | 0.1 | ||
Warrants, exercise price (in dollars per share) | $ 115 | $ 115 | $ 115 | ||
Warrants, exercisable, period after completion of Aspirational initial public offering (in months) | 12 months | ||||
Warrants issued (in shares) | 1,252,149 | ||||
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 |
NON-CONTROLLING INTERESTS - Sch
NON-CONTROLLING INTERESTS - Schedule of Calculation of Non-controlling Interests (Details) | Jun. 30, 2023 shares | Dec. 31, 2022 shares |
Noncontrolling Interest [Abstract] | ||
Number of WUP common units held by Wheels Up (in shares) | 25,357,196 | 24,933,857 |
Number of vested WUP profits interests attributable to non-controlling interests (in shares) | 0 | 0 |
Total WUP common units and vested WUP profits interests outstanding (in shares) | 25,357,196 | 24,933,857 |
Number of WUP common units held by Wheels Up | 1 | 1 |
Number of vested WUP profits interests attributable to non-controlling interests | 0 | 0 |
Total WUP 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, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Noncontrolling Interest [Abstract] | ||||
Weighted average ownership percentage by parent (as a percent) | 0 | 0 | 0 | 0.002 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Sales and excise tax payable | $ 10.5 | $ 10.4 |
RELATED PARTIES (Details)
RELATED PARTIES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||
Costs and Expenses | $ 488,049,000 | $ 519,636,000 | $ 936,511,000 | $ 937,989,000 | |
Incurred expenses in Accrued expenses | 115,864,000 | 115,864,000 | $ 148,945,000 | ||
Other non-current liabilities | 21,256,000 | 21,256,000 | 17,347,000 | ||
Related Party | |||||
Related Party Transaction [Line Items] | |||||
Costs and Expenses | 500,000 | $ 0 | 1,100,000 | $ 300,000 | |
Incurred expenses in Accrued expenses | 0 | 0 | 2,400,000 | ||
Other non-current liabilities | $ 5,000,000 | $ 5,000,000 | $ 0 |
RESTRUCTURING AND RELATED CHA_3
RESTRUCTURING AND RELATED CHARGES - Narrative (Details) - March 2023 Restructuring Plan - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Dec. 31, 2022 | Jun. 30, 2023 | Mar. 01, 2023 | |
Restructuring Cost and Reserve [Line Items] | |||
Pre tax charges | $ 14,000 | ||
Restructuring charges | $ 17,700 | ||
Total restructuring expenses | $ 7,200 | $ 10,520 |
RESTRUCTURING AND RELATED CHA_4
RESTRUCTURING AND RELATED CHARGES - Schedule of Restructuring and Related Costs (Details) - March 2023 Restructuring Plan - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Dec. 31, 2022 | Jun. 30, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring expenses | $ 7,200 | $ 10,520 |
Cost of revenue | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring expenses | 755 | |
Technology and development | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring expenses | 2,299 | |
Sales and marketing | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring expenses | 2,058 | |
General and administrative | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring expenses | $ 5,408 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ 16 | $ (320) | $ (172) | $ (320) |
Effective income tax rate (as a percent) | 0% | (0.30%) | 0% | (0.20%) |
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, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator: | ||||
Net loss attributable to Wheels Up Experience Inc. - basic | $ (160,593,000) | $ (92,760,000) | $ (261,459,000) | $ (181,413,000) |
Net loss attributable to Wheels Up Experience Inc. - diluted | $ (160,593,000) | $ (92,760,000) | $ (261,459,000) | $ (181,413,000) |
Denominator: | ||||
Weighted-average shares of Class A common stock outstanding - basic (in shares) | 25,570,200 | 24,408,604 | 25,446,199 | 24,434,744 |
Weighted-average shares of Class A common stock outstanding - diluted (in shares) | 25,570,200 | 24,408,604 | 25,446,199 | 24,434,744 |
Basic net loss per share of Class A common stock (in dollars per share) | $ (6.28) | $ (3.80) | $ (10.27) | $ (7.42) |
Diluted net loss per share of Class A common stock (in dollars per share) | $ (6.28) | $ (3.80) | $ (10.27) | $ (7.42) |
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, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | May 31, 2023 | Jul. 13, 2021 | |
Earnings Per Share [Abstract] | ||||||
Warrants, exercise price (in dollars per share) | $ 115 | $ 115 | $ 115 | $ 115 | ||
Warrant right to purchase shares (in shares) | 0.1 | 0.1 | 0.1 | 0.1 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Anti-dilutive securities (in shares) | 6,370,879 | 6,003,888 | 6,370,879 | 6,003,888 | ||
Warrants | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Anti-dilutive securities (in shares) | 1,252,149 | 1,252,149 | 1,252,149 | 1,252,149 | ||
Earnout Shares | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Anti-dilutive securities (in shares) | 900,000 | 900,000 | 900,000 | 900,000 | ||
RSUs | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Anti-dilutive securities (in shares) | 2,898,439 | 2,257,409 | 2,898,439 | 2,257,409 | ||
Stock options | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Anti-dilutive securities (in shares) | 1,320,291 | 1,594,330 | 1,320,291 | 1,594,330 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event - USD ($) | Aug. 11, 2023 | Aug. 09, 2023 | Aug. 14, 2023 | Aug. 08, 2023 |
2022-1 Equipment Note Financing - Letter Agreement | Notes Payable | ||||
Subsequent Event [Line Items] | ||||
Minimum liquidity | $ 5,000,000 | |||
Restrictive covenants release, public financing | $ 350,000,000 | |||
Secured Debt | Delta Air Lines, Secured Promissory Note | ||||
Subsequent Event [Line Items] | ||||
Aggregate original principal amount (up to) | $ 15,000,000 | |||
Funding received | $ 5,000,000 | $ 10,000,000 | ||
Stated rate | 10% |