Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 06, 2024 | |
Cover [Abstract] | ||
Document type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-39541 | |
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 | 2135 American Way | |
Entity Address, City or Town | Chamblee | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 30341 | |
City Area Code | 212 | |
Local Phone Number | 257-5252 | |
Title of 12(b) Security | Class A common stock, $0.0001 par value per share | |
Trading Symbol | UP | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 697,303,159 | |
Entity CIK | 0001819516 | |
Amendment Flag | false | |
Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Fiscal Year Focus | 2024 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 180,857 | $ 263,909 |
Accounts receivable, net | 42,317 | 38,237 |
Other receivables | 9,309 | 11,528 |
Parts and supplies inventories, net | 20,561 | 20,400 |
Aircraft inventory | 0 | 1,862 |
Aircraft held for sale | 20,239 | 30,496 |
Prepaid expenses | 43,360 | 55,715 |
Other current assets | 16,257 | 11,887 |
Total current assets | 332,900 | 434,034 |
Property and equipment, net | 321,904 | 337,714 |
Operating lease right-of-use assets | 63,043 | 68,910 |
Goodwill | 217,516 | 218,208 |
Intangible assets, net | 112,447 | 117,766 |
Restricted cash | 32,433 | 28,916 |
Other non-current assets | 101,049 | 110,512 |
Total assets | 1,181,292 | 1,316,060 |
Current liabilities: | ||
Current maturities of long-term debt | 22,265 | 23,998 |
Accounts payable | 45,694 | 32,973 |
Accrued expenses | 90,122 | 102,475 |
Deferred revenue, current | 698,013 | 723,246 |
Operating lease liabilities, current | 20,718 | 22,869 |
Other current liabilities | 1,920 | 1,941 |
Total current liabilities | 878,732 | 907,502 |
Long-term debt, net | 222,780 | 235,074 |
Operating lease liabilities, non-current | 51,093 | 54,956 |
Intangible liabilities, non-current | 10,295 | 10,677 |
Other non-current liabilities | 6,581 | 7,978 |
Total liabilities | 1,169,481 | 1,216,187 |
Commitments and contingencies (Note 13) | ||
Total mezzanine equity | 10,875 | 2,476 |
Equity: | ||
Common Stock, $0.0001 par value; 1,500,000,000 authorized; 697,689,963 and 697,131,838 shares issued and 697,321,492 and 696,856,131 shares outstanding as of March 31, 2024 and December 31, 2023, respectively | 70 | 70 |
Additional paid-in capital | 1,881,821 | 1,879,009 |
Accumulated deficit | (1,860,653) | (1,763,260) |
Accumulated other comprehensive loss | (12,246) | (10,704) |
Treasury stock, at cost, 368,471 and 275,707 shares, respectively | (8,056) | (7,718) |
Total Wheels Up Experience Inc. stockholders’ equity | 936 | 97,397 |
Non-controlling interests | 0 | 0 |
Total equity | 936 | 97,397 |
Total liabilities and equity | $ 1,181,292 | $ 1,316,060 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized (in shares) | 1,500,000,000 | 1,500,000,000 |
Common stock issued (in shares) | 697,689,963 | 697,131,838 |
Common stock outstanding (in shares) | 697,321,492 | 696,856,131 |
Treasury stock, at cost (in shares) | 368,471 | 275,707 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenue | $ 197,101 | $ 351,812 |
Costs and expenses: | ||
Cost of revenue | 198,260 | 353,791 |
Technology and development | 11,081 | 15,873 |
Sales and marketing | 21,437 | 25,803 |
General and administrative | 36,237 | 39,416 |
Depreciation and amortization | 15,395 | 14,445 |
Gain on sale of aircraft held for sale | (2,724) | (866) |
Total costs and expenses | 279,686 | 448,462 |
Loss from operations | (82,585) | (96,650) |
Other income (expense): | ||
Gain on disposal of assets, net | 1,440 | 0 |
Loss on extinguishment of debt | (1,706) | 0 |
Change in fair value of warrant liability | (28) | 125 |
Interest income | 56 | 3,821 |
Interest expense | (14,555) | (8,119) |
Other income (expense), net | (129) | 145 |
Total other income (expense) | (14,922) | (4,028) |
Loss before income taxes | (97,507) | (100,678) |
Income tax benefit (expense) | 114 | (188) |
Net loss | (97,393) | (100,866) |
Less: Net loss attributable to non-controlling interests | 0 | 0 |
Net loss attributable to Wheels Up Experience Inc. | $ (97,393) | $ (100,866) |
Net loss per share of Common Stock (Note 18) | ||
Basic (in dollars per share) | $ (0.14) | $ (3.98) |
Diluted (in dollars per share) | $ (0.14) | $ (3.98) |
Weighted-average shares of Common Stock outstanding: | ||
Basic (in shares) | 697,983,030 | 25,334,527 |
Diluted (in shares) | 697,983,030 | 25,334,527 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (97,393) | $ (100,866) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments | (1,542) | 923 |
Comprehensive loss | (98,935) | (99,943) |
Less: Comprehensive loss attributable to non-controlling interests | 0 | 0 |
Comprehensive loss attributable to Wheels Up Experience Inc. | $ (98,935) | $ (99,943) |
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, 2022 | 25,198,298 | ||||||
Beginning balance at Dec. 31, 2022 | $ 251,920 | $ 3 | $ 1,545,530 | $ (1,275,873) | $ (10,053) | $ (7,687) | $ 0 |
Beginning balance (in shares) at Dec. 31, 2022 | 264,441 | ||||||
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 at Mar. 31, 2023 | $ 163,187 | $ 3 | 1,556,740 | (1,376,739) | (9,130) | $ (7,687) | 0 |
Ending balance (in shares) at Mar. 31, 2023 | 264,441 | ||||||
Beginning balance (in shares) at Dec. 31, 2023 | 696,856,131 | 697,131,838 | |||||
Beginning balance at Dec. 31, 2023 | $ 97,397 | $ 70 | 1,879,009 | (1,763,260) | (10,704) | $ (7,718) | 0 |
Beginning balance (in shares) at Dec. 31, 2023 | 275,707 | 275,707 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Equity-based compensation | $ 2,812 | 2,812 | |||||
Change in non-controlling interests allocation | $ 0 | ||||||
Shares withheld for employee taxes on vested equity (in shares) | 368,471 | 92,764 | |||||
Shares withheld for employee taxes on vested equity awards | $ (338) | $ (338) | |||||
Issuance of Common Stock upon settlement of restricted stock units (in shares) | 558,125 | ||||||
Net loss | (97,393) | (97,393) | |||||
Other comprehensive income (loss) | $ (1,542) | (1,542) | |||||
Ending balance (in shares) at Mar. 31, 2024 | 697,321,492 | 697,689,963 | |||||
Ending balance at Mar. 31, 2024 | $ 936 | $ 70 | $ 1,881,821 | $ (1,860,653) | $ (12,246) | $ (8,056) | $ 0 |
Ending balance (in shares) at Mar. 31, 2024 | 368,471 | 368,471 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities | ||
Net loss | $ (97,393) | $ (100,866) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 15,395 | 14,445 |
Equity-based compensation | 11,211 | 11,538 |
Payment in kind interest | 10,123 | 0 |
Amortization of deferred financing costs and debt discount | (1,880) | 915 |
Change in fair value of warrant liability | 28 | (125) |
Gain on sale of aircraft held for sale | (2,724) | (866) |
Loss on extinguishment of debt | 1,706 | 0 |
Other | 391 | (146) |
Changes in assets and liabilities: | ||
Accounts receivable | (5,952) | 4,118 |
Parts and supplies inventories | (163) | (10,323) |
Aircraft inventory | 1,673 | 4,878 |
Prepaid expenses | 12,215 | (8,540) |
Other current assets | (4,371) | (1,027) |
Other non-current assets | 9,456 | (8,363) |
Accounts payable | 13,093 | (812) |
Accrued expenses | (12,211) | (10,276) |
Deferred revenue | (25,145) | (99,760) |
Other assets and liabilities | 754 | 2,728 |
Net cash used in operating activities | (73,794) | (202,482) |
Cash flows from investing activities | ||
Purchases of property and equipment | (4,022) | (8,750) |
Purchases of aircraft held for sale | (2,331) | (98) |
Proceeds from sale of aircraft held for sale, net | 25,988 | 5,697 |
Proceeds from sale of divested business, net | 3,403 | 0 |
Capitalized software development costs | (3,540) | (7,984) |
Other | 105 | 100 |
Net cash provided by (used in) by investing activities | 19,603 | (11,035) |
Cash flows from financing activities | ||
Purchase shares for treasury | (338) | 0 |
Repayments of long-term debt | (23,976) | (6,752) |
Net cash used in financing activities | (24,314) | (6,752) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (1,030) | (86) |
Net decrease in cash, cash equivalents and restricted cash | (79,535) | (220,355) |
Cash, cash equivalents and restricted cash, beginning of period | 292,825 | 620,153 |
Cash, cash equivalents and restricted cash, end of period | 213,290 | 399,798 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | $ 6,792 | $ 8,100 |
SUMMARY OF BUSINESS AND SIGNIFI
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES Wheels Up is a leading provider of on-demand private aviation in the United States (“U.S.”) and one of the largest companies in the industry. Wheels Up offers a complete global private aviation solution with a large and diverse aircraft fleet, backed by an uncompromising commitment to safety and service. We connect private flyers to aircraft, and to one another, through an open platform that enables life’s most important experiences. Our offering is delivered through a mix of programmatic and charter options that strategically utilize our owned and leased aircraft fleet and an “asset-light” charter model to deliver a greater range of global travel alternatives. In addition, our unique partnership with Delta Air Lines, Inc. (“Delta”) provides our members and customers with a seamless offering across both private and premium commercial travel. 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 (“GAAP”) for interim financial reporting, 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 GAAP for annual 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 March 31, 2024, and its results of operations, including its comprehensive loss and stockholders' equity for the three months ended March 31, 2024 and 2023. All adjustments are of a normal recurring nature. The results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for any subsequent period or for the fiscal year ending December 31, 2024. Immediately after the close of trading on the New York Stock Exchange (the “ NYSE”) on June 7, 2023, the Company effected a reverse stock split of Wheels Up’s outstanding shares of Class A common stock, $0.0001 par value per share (“Common Stock”), at a reverse stock split ratio of 1-for-10 (the “Reverse Stock Split”). 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, as applicable, including adjustments to per share net loss and other per share of Common Stock amounts. These condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information. Consistent with these requirements, this Quarterly Report on Form 10-Q (this “Quarterly Report”) does not include all the information required by GAAP for complete financial statements. As a result, this Quarterly Report 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, 2023, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 7, 2024. Principles of Consolidation These 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 12 ). All intercompany transactions and balances have been eliminated in consolidation. Liquidity While the Company has a history of recurring losses from operations, we expect to meet our liquidity needs for the next 12 months given our current cash and cash equivalents, capacity under our Revolving Credit Facility (as defined in Note 7 ) and expected cash flows from operations. Use of Estimates Preparing these condensed consolidated financial statements in conformity with 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. Recent Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” or ASU 2023-07. The amendments in ASU 2023-07 aim to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 will be effective for the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2024, and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the impact of this update on its consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” or ASU 2023-09. The amendments in ASU 2023-09 aim to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 will be effective for the Company’s Annual Report on Form 10-K for the year ending December 31, 2025, with early adoption permitted. The Company is currently evaluating the impact of this update on its consolidated financial statements. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 2023 Services transferred at a point in time: Flights, net of discounts and incentives $ 150,929 $ 231,762 Aircraft management (1) 3,125 61,242 Other 25,659 31,807 Services transferred over time: Memberships 16,854 21,680 Aircraft management (1) 68 2,452 Other 466 2,869 Total $ 197,101 $ 351,812 (1) On September 30, 2023, we completed the sale of the aircraft management business. See Note 4 . Contract Balances Accounts receivable, net consists of the following (in thousands): March 31, December 31, Gross receivables from members and customers $ 48,716 $ 43,970 Undeposited funds 1,069 2,131 Less: Allowance for credit losses (7,468) (7,864) Accounts receivable, net $ 42,317 $ 38,237 Deferred revenue consists of the following (in thousands): March 31, December 31, Flights - prepaid $ 664,899 $ 686,413 Memberships - annual dues 30,685 33,890 Memberships - initiation fees 2,030 2,377 Flights - credits 1,052 1,366 Other 125 183 Deferred revenue - total 698,791 724,229 Less: Deferred revenue, current (698,013) (723,246) Deferred revenue, non-current $ 778 $ 983 Deferred revenue, non-current is presented within Other non-current liabilities on the condensed consolidated balance sheets. Changes in deferred revenue for the three months ended March 31, 2024 were as follows (in thousands): Deferred revenue as of December 31, 2023 $ 724,229 Amounts deferred during the period 166,132 Revenue recognized from amounts included in the deferred revenue beginning balance (145,300) Revenue from current period sales (46,270) Deferred revenue as of March 31, 2024 $ 698,791 Revenue expected to be recognized in future periods for performance obligations that are unsatisfied, or partially unsatisfied, as of March 31, 2024 were as follows (in thousands): Remainder of 2024 $ 350,741 2025 227,909 2026 60,168 2027 59,973 Total $ 698,791 Costs to Obtain a Contract Capitalized costs related to sales commissions and referral fees were $2.0 million for the three months ended March 31, 2024, and $1.6 million for the three months ended March 31, 2023. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment consisted of the following (in thousands): March 31, 2024 December 31, 2023 Aircraft $ 454,167 $ 475,058 Software development costs 84,399 81,075 Leasehold improvements 23,341 22,899 Computer equipment 3,423 3,515 Buildings and improvements 1,424 1,424 Furniture and fixtures 4,695 4,618 Tooling 3,898 3,898 Vehicles 2,160 2,166 577,507 594,653 Less: Accumulated depreciation and amortization (255,603) (256,939) Total $ 321,904 $ 337,714 Depreciation and amortization expense, excluding amortization expense related to software development costs, was $6.2 million for the three months ended March 31, 2024 and $9.0 million for the three months ended March 31, 2023. |
DIVESTITURE
DIVESTITURE | 3 Months Ended |
Mar. 31, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DIVESTITURE | DIVESTITURE Divestiture of Aircraft Management Business On September 30, 2023 (the “Divestiture Closing Date”), Wheels Up Partners Holdings LLC, our direct subsidiary (“WUP”), pursuant to an equity purchase agreement (the “Purchase Agreement”) with Executive AirShare LLC, completed the sale of 100% of the issued and outstanding equity interests of Circadian Aviation LLC, our indirect subsidiary (“Circadian”). The Divestiture Closing Date fair value of the aggregate consideration transferred was $19.1 million and the Company recognized a loss on the sale of $3.0 million. The $19.1 million was comprised of $13.2 million of cash received on the Divestiture Closing Date, contingent consideration with a fair value of $4.8 million, an escrow receivable of $0.6 million and a non-contingent consideration receivable of $0.5 million. The fair value of the contingent consideration was deemed to be the approximate contract value as of the Divestiture Closing Date. Circadian was released from all guarantor obligations with respect to the Equipment Notes (as defined below) on the Divestiture Closing Date pursuant to certain debt release letters entered into concurrently with the Purchase Agreement. Concurrently with entering into the Purchase Agreement: (i) WUP entered into a transition services agreement with Circadian, pursuant to which WUP will provide Circadian certain specified services on a temporary basis; (ii) Wheels Up Partners LLC, our indirect subsidiary (“WUP LLC”), entered into a master operating agreement with Circadian, pursuant to which Circadian will conduct certain on-demand charter operations for certain of WUP LLC’s owned aircraft after the Divestiture Closing Date while such aircraft are transitioned from a U.S. Federal Aviation Administration (“FAA”) operating certificate held by Circadian to the Company’s subsidiaries, and WUP LLC will provide certain maintenance, pilots services, management and other related services for WUP LLC’s owned aircraft during the transition period; and (iii) certain of the Company’s subsidiaries entered into fleet management agreements with Circadian, pursuant to which Circadian will provide certain maintenance, pilots services, management and other related services for managed aircraft after the Divestiture Closing Date while they are transitioned from a FAA operating certificate held by the applicable Company subsidiary to Circadian. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS Goodwill The following table presents goodwill carrying values and the change in balance, by reporting unit, during the three months ended March 31, 2024 (in thousands): WUP Legacy (1) Air Partner Total Balance as of December 31, 2023 (2) $ 136,098 $ 82,110 $ 218,208 Foreign currency translation adjustment — (692) (692) Balance as of March 31, 2024 $ 136,098 $ 81,418 $ 217,516 (1) As of March 31, 2024, the WUP Legacy reporting unit had negative net assets (stockholders’ equity). (2) Net of accumulated impairment losses of $306.2 million, all of which was recognized on the goodwill attributable to the WUP Legacy reporting unit. Intangible Assets The gross carrying value, accumulated amortization and net carrying value of intangible assets consisted of the following (in thousands): March 31, 2024 Gross Carrying Accumulated Amortization Net Carrying Status $ 80,000 $ 32,846 $ 47,154 Customer relationships 89,121 37,615 51,506 Trade name 11,939 5,684 6,255 Developed technology 20,556 13,078 7,478 Leasehold interest - favorable 600 107 493 Foreign currency translation adjustment (707) (268) (439) Total $ 201,509 $ 89,062 $ 112,447 December 31, 2023 Gross Carrying Accumulated Amortization Net Carrying Status $ 80,000 $ 31,325 $ 48,675 Customer relationships 89,121 34,920 54,201 Trade name 11,939 5,402 6,537 Developed technology 20,556 12,329 8,227 Leasehold interest - favorable 600 102 498 Foreign currency translation adjustment (589) (217) (372) Total $ 201,627 $ 83,861 $ 117,766 Amortization expense of intangible assets was $5.2 million for the three months ended March 31, 2024, and $5.9 million for the three months ended March 31, 2023. Intangible Liabilities Associated with our acquisition of Delta Private Jets on January 17, 2020, we recognized intangible liabilities for the fair value of complimentary Wheels Up Connect Memberships provided to existing Delta SkyMiles 360 customers as of the acquisition date, as required under the Commercial Cooperation Agreement (as amended, the “CCA”) with Delta. The gross carrying value, accumulated amortization and net carrying value of intangible liabilities consisted of the following (in thousands): March 31, 2024 Gross Carrying Accumulated Amortization Net Carrying Intangible liabilities $ 20,000 $ 8,179 $ 11,821 December 31, 2023 Gross Carrying Accumulated Amortization Net Carrying Intangible liabilities $ 20,000 $ 7,798 $ 12,202 Amortization of intangible liabilities, which reduces amortization expense, was $0.4 million for the three months ended March 31, 2024, and $0.5 million for the three months ended March 31, 2023. Future amortization expense of intangible assets and intangible liabilities held as of March 31, 2024, were as follows (in thousands): Intangible Assets Intangible Liabilities Remainder of 2024 $ 15,495 $ 1,144 2025 20,301 1,525 2026 19,436 1,525 2027 14,884 1,525 2028 14,235 1,525 2029 and Thereafter 28,096 4,577 Total $ 112,447 $ 11,821 |
CASH EQUIVALENTS AND RESTRICTED
CASH EQUIVALENTS AND RESTRICTED CASH | 3 Months Ended |
Mar. 31, 2024 | |
Cash and Cash Equivalents [Abstract] | |
CASH EQUIVALENTS AND RESTRICTED CASH | CASH EQUIVALENTS AND RESTRICTED CASH 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): March 31, 2024 December 31, 2023 Cash and cash equivalents $ 180,857 $ 263,909 Restricted cash 32,433 28,916 Total $ 213,290 $ 292,825 Cash Equivalents As of each of March 31, 2024 and December 31, 2023, cash equivalents on the condensed consolidated balance sheets were $0.1 million, and generally consisted of investments in money market funds, savings and time deposits. Restricted Cash As of each of March 31, 2024 and December 31, 2023, restricted cash included $6.2 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 and $5.0 million held by financial institutions to collateralize against our credit card programs. The standby letters of credit expire on December 31, 2033 and June 30, 2034. The balances as of March 31, 2024 and December 31, 2023 also included $19.8 million and $17.9 million, respectively, related to funds held but unavailable for immediate use due to contractual restrictions. |
LONG-TERM DEBT
LONG-TERM DEBT | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 December 31, 2023 Equipment Notes 12.0 % $ 192,609 $ 214,878 Term Loan 10.0 % 410,575 400,453 Total debt 603,184 615,331 Less: Total unamortized deferred financing costs and debt discount 358,139 356,259 Less: Current maturities of long-term debt 22,265 23,998 Long-term debt, net $ 222,780 $ 235,074 Maturities of our principal debt payments for the next five years are as follows (in thousands): Maturities Remainder of 2024 $ 16,699 2025 38,306 2026 35,064 2027 29,759 2028 483,356 Total $ 603,184 2022-1 Equipment Notes On October 14, 2022, 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 stated final expected distribution date of the Equipment Notes varies from July 15, 2025 to October 15, 2029 depending on the type of aircraft, subject to certain prepayment requirements under the Omnibus Amendment (as defined below) and WUP LLC’s ability to redeem Equipment Notes prior to maturity. The Equipment Notes bear interest at the rate of 12% per annum with annual amortization of the 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 (collectively, the “Equipment Note Collateral”). WUP LLC’s obligations under the Equipment Notes are guaranteed by 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”). On September 20, 2023, the Company, WUP LLC, certain other subsidiaries of the Company that guaranteed and/or granted collateral to secure WUP LLC’s obligations under the Equipment Notes, Wilmington Trust, National Association, and the Equipment Note lenders entered into the Omnibus Amendment No. 1 (the “Omnibus Amendment”). The Omnibus Amendment provides for, among other things: (i) reducing the minimum liquidity covenant under the guarantee agreement related to the Equipment Notes (as amended, the “Guarantee”) with respect to the Company and its subsidiaries from $125.0 million as of the end of each fiscal quarter to $75.0 million on any date ; (ii) permitting the execution of the Credit Agreement (as defined below); (iii) the consent of the Equipment Note lenders that will allow the Company to effect a sale of certain guarantors under the Guarantee; (iv) that if a prepayment under the Term Loan (as defined below) results in the weighted average life of the Term Loan being shorter than that of the Equipment Notes, a redemption of a portion of the Equipment Notes is required; and (v) that if an Equipment Note has a maturity date on or after the maturity of the Term Loan, all obligations under such Equipment Note will be due 90 days prior to the maturity of the Term Loan. The Note Purchase Agreement, the Indentures and the Guarantee, as each was amended by the Omnibus Amendment, contain certain covenants, including a liquidity covenant that requires the Company to maintain minimum aggregate available cash and Cash Equivalents (as defined in the Note Purchase Agreement), including $20.0 million held in deposit for the benefit of the lenders and presented in Other non-current assets on our consolidated balance sheets as of each of March 31, 2024 and December 31, 2023 , of $75.0 million on any date, 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) making 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 and the Term Loan and Revolving Credit Facility (as each is defined below). 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 March 31, 2024 , we were in compliance with the covenants under the Note Purchase Agreement, each Indenture and the Guarantee. Interest and principal payments on the Equipment Notes began on January 15, 2023 and are payable quarterly on each January 15, April 15, July 15 and October 15 . During the three months ended March 31, 2024, the Company redeemed in-full the Equipment Notes for eight aircraft, which reduced the aggregate principal amount outstanding under the Equipment Notes by $16.3 million. As of March 31, 2024, the carrying value of the 114 aircraft that were subject to first-priority liens under the Equipment Notes was $265.8 million. Amortization expense for debt discounts and deferred financing costs of $0.5 million and $0.9 million was recorded in interest expense in the condensed consolidated statement of operations for the three months ended March 31, 2024 and 2023, respectively. Term Loan and Revolving Credit Facility On September 20, 2023 (the “Credit Agreement Closing Date”), the Company entered into the Credit Agreement (the “Original Credit Agreement”), by and among the Company, as borrower, certain subsidiaries of the Company as guarantors (collectively with the Company, the “Loan Parties”), Delta, CK Wheels LLC (“CK Wheels”), and Cox Investment Holdings, Inc. (“CIH” and collectively with Delta and CK Wheels, the “Initial Lenders”), and U.S. Bank Trust Company, N.A., as administrative agent for the Lenders (as defined below) and as collateral agent for the secured parties (the “Agent”), pursuant to which (i) the Initial Lenders provided a term loan facility (the “Initial Term Loan”) in the aggregate original principal amount of $350.0 million and (ii) Delta provided commitments for a revolving loan facility (the “Revolving Credit Facility”) in the aggregate original principal amount of $100.0 million. On September 20, 2023, the Company issued the Term Loan of $350.0 million to the Lenders for net proceeds (before transaction-related expense) of $343.0 million. On November 15, 2023 (the “Final Closing Date”), the Company entered into Amendment No. 1 to Credit Agreement (the “Credit Agreement Amendment” and together with the Original Credit Agreement, the “Credit Agreement”), by and among the Company, as borrower, the other Loan Parties party thereto, as guarantors, the Initial Lenders, each of Whitebox Multi-Strategy Partners, LP, Whitebox Relative Value Partners, LP, Pandora Select Partners, LP, Whitebox GT Fund, LP and Kore Fund Ltd (collectively, the “Incremental Term Lenders” and together with the Initial Lenders, the “Lenders”), and the Agent, pursuant to which, among other things, the Incremental Term Lenders joined the Credit Agreement and provided an additional term loan facility (the “Incremental Term Loan” and together with the Initial Term Loan, the “Term Loan”) in the aggregate original principal amount of $40.0 million. On the Final Closing Date, the Company issued the Incremental Term Loan of $40.0 million to the Incremental Term Lenders for net proceeds (before transaction-related expense) of $39.2 million. Upon the closing of the Incremental Term Loan, the loans under the Credit Agreement consisted of (i) the Term Loan in the aggregate principal amount of $390.0 million and (ii) the Revolving Credit Facility in the aggregate original principal amount of $100.0 million. The scheduled maturity date for the Term Loan is September 20, 2028, and the scheduled maturity date for the Revolving Credit Facility is the earlier of September 20, 2028 and the first date after September 20, 2025 on which all amounts owed with respect to borrowings under the Revolving Credit Facility have been repaid, subject in each case to earlier termination upon acceleration or termination of any obligations upon the occurrence and continuation of an event of default. Interest on the Term Loan and any borrowings under the Revolving Credit Facility (each, a “Loan” and collectively, the “Loans”) accrues at a rate of 10% per annum on the unpaid principal balance of the Loans then outstanding. Accrued interest on each Loan is payable in kind as compounded interest and capitalized to the principal amount of the applicable Loan on the last day of each of March, June, September and December, and the applicable maturity date. Also, upon the occurrence and during the continuance of an event of default under the Credit Agreement, (i) interest will accrue on the unpaid principal balance of the Loans at the rate then applicable to such Loans plus 2% and (ii) interest will accrue on all other outstanding liabilities, interest, expenses, fees and other sums under the Credit Agreement, at a rate equal to the Alternate Base Rate (as defined in the Credit Agreement) plus 2% per annum. If in the future the Company or its subsidiaries either redeem in full the outstanding Equipment Notes or commence payoff at maturity thereof, the Company may elect to make interest payments (or some portion thereof) on any Loans then outstanding in cash. The Credit Agreement also contains certain covenants and events of default, in each case customary for transactions of this type. The obligations under the Credit Agreement are secured by a first-priority lien on unencumbered assets of the Loan Parties (excluding certain accounts, including any segregated account exclusively holding customer deposits, and other assets specified in the Credit Agreement), as well as a junior lien on the Equipment Note Collateral. The Credit Agreement is guaranteed by all U.S. and certain non-U.S. direct and indirect subsidiaries of the Company. In the future, the Company may be required to add any new or after-acquired subsidiaries of the Company that meet certain criteria as guarantors. As of March 31, 2024 , we were in compliance with the covenants under the Credit Agreement and related credit documents. In connection with the funding of the Initial Term Loan, the Company entered into the Investment and Investor Rights Agreement, dated as of the Credit Agreement Closing Date (the “Original Investor Rights Agreement”), by and among the Company and the Initial Lenders. Pursuant to the Original Investor Rights Agreement, the Company issued to the Initial Lenders 141,313,671 shares in the aggregate (the “Initial Shares”) of Common Stock in a private placement (the “Initial Issuance”) in a private placement on the Credit Agreement Closing Date. In addition, the Company agreed to issue an additional 529,926,270 shares in the aggregate (the “Deferred Shares” and, together with the Initial Shares, the “Investor Shares”) of Common Stock (the “Deferred Issuance” and together with the Initial Issuance, the “Investor Issuances”). On November 9, 2023, the Company’s stockholders approved, at a special meeting of the Company’s stockholders (the “2023 Special Meeting”), the Amended and Restated Certificate of Incorporation of Wheels Up, filed with the Secretary of State of the State of Delaware on November 15, 2023 (the “Amended and Restated Certificate of Incorporation”) , which , among other things, increased the number of shares of Common Stock available for issuance thereunder. In connection with the transactions contemplated by the Credit Agreement Amendment, the Company entered into Amendment No. 1 to Investment and Investor Rights Agreement, dated as of the Final Closing Date (the “Investor Rights Agreement Amendment” and together with the Original Investor Rights Agreement, the “Investor Rights Agreement”), with each Initial Lender, which contained, among others, certain revisions to reflect the issuance of the Deferred Shares. Substantially concurrently with entering into the Investor Rights Agreement Amendment, on the Final Closing Date, the Company and Initial Lenders entered into joinders to the Investor Rights Agreement (collectively, the “Investor Rights Agreement Joinders”) with each Incremental Term Lender (or its applicable affiliate), pursuant to which each Incremental Term Lender (or its applicable affiliate) joined the Investor Rights Agreement and assumed the rights and obligations of an Additional Investor (as defined in the Investor Rights Agreement) thereunder, including the right to receive a pro rata portion of the Investor Shares. The Company issued the Deferred Shares to the Lenders on the Final Closing Date in a private placement. The Investor Shares were issued in private placements such that after the Investor Issuances, each Lender was issued a number of shares equal to its pro rata portion of the Investor Shares based on its participation in the Term Loan. The Investor Rights Agreement also contains certain other terms and conditions related to the Lenders’ ownership of Common Stock, including, among other things, that the Initial Lenders have the right to designate certain members of the Company’s Board of Directors depending on the level of Common Stock ownership and certain transfer restrictions and liquidity rights. In accordance with Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity , and ASC 815, Derivatives and Hedging , the Company determined that the Term Loan, Initial Issuance and Deferred Issuance did not contain any features that would qualify as a derivative or embedded derivative and require bifurcation. In addition, the Company determined the Initial Issuance and Deferred Issuance should be classified as equity. In accordance with ASC 470, Debt , the allocation on a relative fair value basis resulted in gross amounts recorded of $44.9 million for the Initial Term Loan, $64.2 million for the Initial Issuance and $240.9 million for the Deferred Issuance, in each case during the year ended December 31, 2023. In accordance with ASC 815, Derivatives and Hedging, the Company determined the reallocation of the Deferred Issuance between the Lenders in connection with the Credit Agreement Amendment and Investor Rights Agreement Joinders that resulted in a pro rata portion of the Investor Shares being issued to the Incremental Term Lenders on the Final Closing Date represented a modification of a freestanding equity-classified written call option and the modification is to be recognized as if cash had been paid as consideration for the shares of Common Stock issued to the Incremental Term Lenders (collectively, the “Reallocated Shares”). Accordingly, the Reallocated Shares were treated as a debt discount in accordance with the guidance in ASC 835, Interest, and the value of the Incremental Term Loan and the Reallocated Shares was apportioned using a relative fair value allocation. The allocation on a fair value basis resulted in gross amounts recorded of $9.4 million for the Incremental Term Loan and $30.6 million for the Reallocated Shares during the three months ended December 31, 2023. Aggregate issuance costs of $29.5 million were incurred in connection with the Original Credit Agreement, Credit Agreement Amendment, Original Investor Rights Agreement and Investor Rights Agreement Amendment. The deferred issuance costs were allocated on a relative fair value basis, resulting in an allocation of $4.1 million in the aggregate for the Term Loan and $25.4 million in the aggregate for the Investor Issuances. The initial carrying value of the Term Loan was $41.4 million as of September 20, 2023, which reflected the $3.4 million of unamortized debt issuance costs and $305.2 million of unamortized debt discount. The initial carrying value of the Incremental Term Loan was $8.7 million as of November 15, 2023, which reflected $0.7 million of unamortized debt issuance costs and $30.6 million of unamortized debt discount. Amortization of debt discounts and deferred issuance costs associated with the Term Loan of $2.4 million were recorded in interest expense in the condensed consolidated statement of operations for the three months ended March 31, 2024. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2024 | |
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): March 31, 2024 Level 1 Level 2 Level 3 Fair Value Assets: Money market funds $ 93 $ — $ — $ 93 Total assets $ 93 $ — $ — $ 93 Liabilities: Warrant liability - Public Warrants $ 26 $ — $ — $ 26 Warrant liability - Private Warrants — 14 — 14 Equipment Notes — — 241,328 241,328 Term Loan — — 297,800 297,800 Total liabilities $ 26 $ 14 $ 539,128 $ 539,168 December 31, 2023 Level 1 Level 2 Level 3 Fair Value Assets: Money market funds $ 94 $ — $ — $ 94 Total assets $ 94 $ — $ — $ 94 Liabilities: Warrant liability - Public Warrants $ 7 $ — $ — $ 7 Warrant liability - Private Warrants — 5 — 5 Equipment Notes — — 256,256 256,256 Term Loan — — 297,800 297,800 Total liabilities $ 7 $ 5 $ 554,056 $ 554,068 The carrying amount of Money market funds approximates fair value and is classified within Level 1, because we determined the fair value through quoted market prices. The Warrants (as defined below) were accounted for as a liability in accordance with ASC 815-40. 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 each of March 31, 2024 and December 31, 2023, we used Level 2 inputs for the Warrants. We valued the Warrants by applying the valuation technique of a Monte Carlo simulation model to reflect the redemption conditions. See Note 11 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, 2023 $ 7 $ 5 $ 12 Change in fair value of warrant liability 18 10 28 Fair value as of March 31, 2024 $ 25 $ 15 $ 40 The estimated fair value of the Equipment Notes is categorized as a Level 3 valuation. We considered the appraised value of aircraft subject to first-priority liens under the Equipment Notes, as sourced during the third quarter of 2023 and as required under the Equipment Notes, to determine the fair value of the Equipment Notes as of March 31, 2024. |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
LEASES | LEASES Leases primarily pertain to certain controlled aircraft and our operational facilities, including aircraft hangars, our corporate headquarters located in the Atlanta, Georgia area and our corporate office in New York, New York, 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. 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 March 31, 2024 2023 Operating lease costs $ 7,540 $ 11,694 Short-term lease costs 213 2,486 Variable lease costs 4,313 5,833 Total lease costs $ 12,066 $ 20,013 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 our 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 expense in the condensed consolidated statements of operations. Sublease income was not material for each of the three month periods ended March 31, 2024 and 2023. Supplemental cash flow information related to leases were as follows (in thousands): Three Months Ended March 31, 2024 2023 Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows paid for operating leases $ 7,685 $ 10,102 Right-of-use assets obtained in exchange for operating lease obligations $ — $ 5,420 Supplemental balance sheet information related to leases were as follows: March 31, 2024 December 31, 2023 Weighted-average remaining lease term (in years): Operating leases 6.8 6.7 Weighted-average discount rate: Operating leases 9.3 % 9.2 % Maturities of lease liabilities, as of March 31, 2024, were as follows (in thousands): Year ending December 31, Operating Leases 2024 (remaining) $ 21,166 2025 17,889 2026 10,509 2027 7,533 2028 6,357 2029 and Thereafter 36,747 Total lease payments 100,201 Less: Imputed interest (28,390) Total lease obligations $ 71,811 |
STOCKHOLDER_S EQUITY AND EQUITY
STOCKHOLDER’S EQUITY AND EQUITY-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
STOCKHOLDER’S EQUITY AND EQUITY-BASED COMPENSATION | STOCKHOLDERS’ EQUITY AND EQUITY-BASED COMPENSATION Stockholders’ Equity Pursuant to the Amended and Restated Certificate of Incorporation, we are authorized to issue 1,525,000,000 shares, consisting of (i) 1,500,000,000 shares of Common Stock and (ii) 25,000,000 shares of preferred stock. Holders of Common Stock are entitled to one vote per share; provided, that by agreement (i) certain Incremental Term Lenders (collectively, the “Non-Citizen Investors”) that are not “citizens of the United States” (as defined in 49 USC § 40102(a)(15)(C)), may be afforded collective voting rights equal to 1% of all shares of Common Stock entitled to vote at a meeting of the Company’s stockholders; (ii) for so long as such Non-Citizen Investors collectively hold such shares of Common Stock, the shares of Common Stock held by CK Wheels in excess of 23.9% of all shares of Common stock entitled to vote at a meeting of the Company’s stockholders, will not have voting rights (subject to ratable adjustment if the Non-Citizen Investors cease to own (beneficially or of record) a certain number of shares of Common Stock); and (iii) any shares owned by Delta above 29.9% will be neutral shares with respect to voting rights, will be voted in proportion to all other votes cast (“for”, “against” or “abstain”) at a meeting of stockholders by stockholders other than Delta. Equity-Based Compensation The Company’s outstanding equity-based compensation awards to its directors, executive officers, employees and other eligible personnel have been made pursuant to the Wheels Up Experience Inc. 2021 Long-Term Incentive Plan, as amended and restated effective April 1, 2023 (the “Amended and Restated 2021 LTIP”), the Wheels Up Experience Inc. 2022 Inducement Grant Plan, dated June 30, 2022 (the “2022 Inducement Grant Plan”), the Wheels Up Experience Inc. Performance Award Agreement, dated as of November 30, 2023, granted to George Mattson (the “CEO Performance Award”), the Wheels Up Experience Inc. Performance Award Agreement, dated as of March 3, 2024, granted to Todd Smith (the “CFO Performance Award” and together with the CEO Performance Award, the “Executive Performance Awards”), nine equity-based compensation plans that were approved by the board of directors of WUP (collectively, the “WUP Management Incentive Plan”) prior to the business combination consummated on July 13, 2021 (the “Business Combination Closing Date”) between WUP and Aspirational Consumer Lifestyle Corp. (“Aspirational”), a blank check company (the “Business Combination’), and the Wheels Up Partners Holdings LLC Option Plan (the “WUP Option Plan”), which was approved by the board of directors of WUP prior to the Business Combination. Additional details about these equity-based compensation arrangements are below. WUP Management Incentive Plan In March 2014, the WUP Management Incentive Plan was established, which provided for the issuance of WUP profits interests, restricted or unrestricted, to employees, consultants and other qualified persons. Following the consummation of the Business Combination, no new grants can be made under the WUP Management Incentive Plan. As of March 31, 2024, 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 March 31, 2024: Number of WUP Weighted-Average Grant (in thousands) Outstanding WUP profits interests as of January 1, 2024 2,881 $ 4.16 Granted — — Exchanged — — Expired/forfeited — — Outstanding WUP profits interests as of March 31, 2024 2,881 $ 4.16 The weighted-average remaining contractual term as of March 31, 2024, for WUP profits interests outstanding was approximately 7.3 years. All WUP profits interests were vested as of December 31, 2023. WUP Option Plan In December 2016, the WUP Option Plan was established, which provided for the issuance of stock options to purchase WUP common interests at an exercise price based on the fair market value of the interests on the date of grant. Generally, WUP stock options granted vest over a four-year service period and expire on the tenth anniversary of the grant date. As of March 31, 2024, the number of WUP stock options authorized and issued in the aggregate under the WUP Option Plan was 1.8 million. Each outstanding WUP stock option is exercisable for one share of Common Stock. The following table summarizes the activity under the WUP Option Plan as of March 31, 2024: Number of WUP Weighted- Weighted-Average Grant (in thousands) Outstanding WUP stock options as of January 1, 2024 1,129 $ 75.45 $ 12.64 Granted — — — Exercised — — — Forfeited (24) 75.55 10.76 Expired — — — Outstanding WUP stock options as of March 31, 2024 1,105 $ 75.45 $ 12.68 Exercisable WUP stock options as of March 31, 2024 1,105 $ 75.45 $ 12.68 The aggregate intrinsic value as of March 31, 2024, for WUP stock options that were outstanding and exercisable was nil . The weighted-average remaining contractual term as of March 31, 2024, for WUP stock options that were outstanding and exercisable was approximately 5.3 years, respectively. All WUP stock options were vested as of December 31, 2023. Amended and Restated 2021 LTIP & 2022 Inducement Grant Plan In connection with the Business Combination, 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 2023 Annual Meeting, the Company’s stockholders approved the Amended and Restated 2021 LTIP to increase the aggregate number of shares of Common Stock available for awards made thereunder by 2,415,000 shares and amend certain other plan provisions. The Amended and Restated 2021 LTIP provides for the grant of incentive options, nonstatutory options, restricted stock, restricted stock units (“RSUs”), including performance-based RSUs (“PSUs”), rights, other stock-based awards, performance awards, cash awards or any combination of the foregoing. As of March 31, 2024, an aggregate of 5.2 million shares were authorized for issuance under the Amended and Restated 2021 LTIP. On June 30, 2022, the Board adopted the 2022 Inducement Grant 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 as Chief Financial Officer. The maximum number of awards that could be granted under the 2022 Inducement Grant Plan were 205,128 shares of Common Stock, which were all granted in the form of RSUs to Mr. Smith on July 1, 2022. RSU 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. Due to such similarities, the RSUs granted under the 2022 Inducement Grant Plan are consolidated in the discussion of RSUs below. Restricted Stock Units RSUs granted under the Amended and Restated 2021 LTIP and 2022 Inducement Grant Plan generally vest at intervals up to a four-year service period. The following table summarizes the activity under the Amended and Restated 2021 LTIP related to RSU s as of March 31, 2024: Number of RSUs (1) Weighted-Average Grant (in thousands) Non-vested RSUs as of January 1, 2024 1,848 $ 9.35 Granted (2) 3,958 3.10 Vested (508) 6.77 Forfeited (86) 11.63 Non-vested RSUs as of March 31, 2024 5,212 $ 4.82 (1) 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 136,752 RSUs had vested as of January 1, 2024 and the remaining 68,376 RSUs are scheduled to vest on December 30, 2024, subject to continued service through such vesting date. (2) Share-based settlement of 3.1 million RSU awards granted during the three months ended March 31, 2024 is contingent on receipt of approval by the Company’s stockholders of an amendment to the Amended and Restated 2021 LTIP (the “LTIP Amendment”) at the 2024 annual meeting of the Company’s stockholders (the “2024 Annual Meeting”). If the Company’s stockholders do not approve the LTIP Amendment at the 2024 Annual Meeting, the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) will settle such awards in cash upon vesting based on the fair market value per share of Common Stock on the applicable vesting date. The carrying amount of the contingent RSU awards granted during the three months ended March 31, 2024 has been classified as mezzanine equity on the condensed consolidated balance sheet as of March 31, 2024 under Contingent performance awards. The total unrecognized compensation cost related to non-vested RSUs was $20.4 million as of March 31, 2024 and is expected to be recognized over a weighted-average period of 2.6 years. Performance-Based Restricted Stock Units Under the terms of the PSUs granted to certain employees under the Amended and Restated 2021 LTIP, 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 March 31, 2024: Number of PSUs Weighted-Average Grant (in thousands) Non-vested PSUs as of January 1, 2024 18 $ 2.89 Granted (1) 464 3.07 Vested — — Forfeited (5) 2.89 Non-vested PSUs as of March 31, 2024 477 $ 3.06 (1) Share-based settlement of PSU awards granted during the three months ended March 31, 2024 is contingent on receipt of approval by the Company’s stockholders of the LTIP Amendment at the 2024 Annual Meeting. If the Company’s stockholders do not approve the LTIP Amendment at the 2024 Annual Meeting, the Compensation Committee will settle such awards in cash upon vesting based on the fair market value per share of Common Stock on the applicable vesting date. The carrying amount of the PSU awards granted during the three months ended March 31, 2024 has been classified as mezzanine equity on the condensed consolidated balance sheet as of March 31, 2024 under Contingent performance awards. 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 March 31, 2024, the achievement of the performance objectives associated with non-vested PSUs were deemed probable of being achieved. The total unrecognized compensation cost related to non-vested PSUs was $1.4 million as of March 31, 2024 and is expected to be recognized over a weighted-average period of 2.6 years. Wheels Up Stock Options Wheels Up stock options granted under the Amended and Restated 2021 LTIP vest quarterly over a three-year service period and expire on the ten Number of Wheels Up Weighted- Weighted-Average Grant (in thousands) Outstanding Wheels Up stock options as of January 1, 2024 77 $ 100.00 $ 47.52 Granted — — — Exercised — — — Forfeited — — — Expired — — — Outstanding Wheels Up stock options as of March 31, 2024 77 $ 100.00 $ 47.52 Exercisable Wheels Up stock options as of March 31, 2024 77 $ 100.00 $ 47.52 The aggregate intrinsic value as of March 31, 2024, for Wheels Up stock options that were outstanding and exercisable was nil . The weighted-average remaining contractual term as of March 31, 2024, for Wheels Up stock options that were outstanding and exercisable was approximately 3.6 years. Executive Performance Awards The Compensation Committee approved the CEO Performance Award granted to George Mattson, the Company’s Chief Executive Officer, and CFO Performance Award granted to Todd Smith, the Company’s Chief Financial Officer, on November 30, 2023 and March 3, 2024, respectively. Except as set forth in Section III.A of the Amended and Restated 2021 LTIP, the Executive Performance Awards incorporate the terms of the existing Amended and Restated 2021 LTIP, as it may be amended from time-to-time. Each Executive Performance Award is intended to constitute a standalone equity incentive plan and any shares of Common Stock issued under such awards will not be issued under, or count against the number of shares of Common Stock reserved pursuant to, any of the Company’s other equity-based compensation plans or awards. The issuance of any shares under the Executive Performance Awards upon vesting is contingent upon receipt of the approval of each award by the Company’s stockholders. If either Executive Performance Award is not approved by the Company’s stockholders at a future annual or special meeting of the Company’s stockholders or by written consent of the Company’s stockholders, or if on any Determination Date (as defined below) there is not a sufficient amount of shares authorized by the Company's stockholders to deliver the number of shares due under the Executive Performance Awards, then upon vesting, if at all, any amounts payable under such Executive Performance Awards will not be paid in the form of the issuance of new shares of Common Stock and instead will be payable in cash. The Executive Performance Awards are one-time performance awards granted to our Chief Executive Officer and Chief Financial Officer in lieu of future annual equity compensation grants and are intended to provide each of them with the opportunity to share in the long-term growth of the value of the Company. The Executive Performance Awards consist of a contingent right to receive a number of newly issued shares of Common Stock upon: (i) repayment of the Company’s borrowings under the $390.0 million Term Loan, if at all; and (ii) satisfaction of service-based vesting conditions, which provide that 25% of each Executive Performance Award will be eligible to vest on each of September 20, 2024, 2025, 2026 and 2027, so long as such officer remains employed with the Company as of such dates. A “Repayment Event” includes certain refinancings of the Term Loan on or before September 20, 2028, the scheduled maturity date of the Term Loan. Subject to the satisfaction of the applicable performance- and service-based vesting conditions described above, the number of shares of Common Stock that may vest and be issued to our Chief Executive Officer or Chief Financial Officer, as applicable, will first be determined on December 31st of the year in which a Repayment Event occurs, and then on December 31st of each subsequent year (each such date, a “Determination Date”) until December 31, 2028 (the “Final Determination Date”). At any Determination Date following a Repayment Event, the number of shares of Common Stock issuable to our Chief Executive Officer or Chief Financial Officer, as applicable, in connection with such Determination Date, if any, will be determined using the then applicable percentage associated with the service-based vesting condition (the “Service Vested Percentage”). The number of shares of Common Stock subject to vesting and issuance, if any, to our Chief Executive Officer or Chief Financial Officer, as applicable, on each Determination Date following a Repayment Event is based on a formula that aligns the number of shares of Common Stock issuable to such officers with the repayment or refinancing of the Term Loan and Revolving Credit Facility, the then applicable dollar value of the shares of Common Stock issued to the Lenders under the Investor Rights Agreement and the volume weighted average price per share of Common Stock during the 60 trading day period prior to the applicable Determination Date. The number of shares of Common Stock, if any, issuable under the Executive Performance Awards will vary depending on, among other things: (i) the occurrence and timing of a Repayment Event; (ii) the Lenders’ Total Investor Return (as defined in the Executive Performance Awards) as a multiple of the aggregate principal amount of the Term Loan and any borrowings under the Revolving Credit Facility as of the applicable Determination Date, if any; and (iii) the Service Vested Percentage as of the applicable Determination Date. There can be no assurance that the vesting conditions will be satisfied or that the foregoing variables will result in the vesting and issuance of any shares of Common Stock or payments of cash pursuant to the Executive Performance Awards. The performance-based vesting conditions for the Executive Performance Awards were not met and no shares vested as of March 31, 2024. As of March 31, 2024, the achievement of the related performance objective was deemed probable of being achieved on September 20, 2028, the scheduled maturity date of the Term Loan. The grant-date fair values of the CEO Performance Award as of November 30, 2023 and the CFO Performance Award as of March 3, 2024, in each case using a Monte Carlo simulation model, were $148.4 million and $50.9 million, respectively. The derived service period for the CEO Performance Award began on November 30, 2023, and is 5.2 years. The derived service period for the CFO Performance Award began on March 3, 2024, and is 4.8 years. We recognized compensation expense of $8.0 million associated with the Executive Performance Awards during the three months ended March 31, 2024. The remaining $188.7 million outstanding expense is expected to be recognized over 4.8 years. As of March 31, 2024, since we have not obtained authorization from the Company’s stockholders for the issuance of any shares of Common Stock to satisfy settlement of the award, the carrying amount of award has been classified as mezzanine equity in the condensed consolidated balance sheet under Contingent performance awards. Fair Value Estimates We estimated fair value to measure compensation cost of the Executive Performance Awards on the date of grant using techniques that are considered to be consistent with the objective of measuring fair value. In selecting the appropriate technique, management considered, among other factors, the nature of the instrument, the market risks that it embodies, and the expected means of settlement. Estimating fair values of the Executive Performance Award requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external factors. In addition, option-pricing models are highly volatile and sensitive to changes. The following table summarizes the significant assumptions used to estimate the fair value on the date of grant: 2024 (1) 2023 (2) Expected term (in years) 4.9 5.2 Volatility 65 % 60 % Risk-free rate 4.1 % 4.3 % Expected dividend rate 0 % 0 % (1) Assumptions used in the Monte Carlo simulation related to the CFO Performance Award, which was granted on March 3, 2024. (2) Assumptions used in the Monte Carlo simulation related to the CEO Performance Award, which was granted on November 30, 2023. Equity-Based Compensation Expense Compensation expense for WUP profits interests recognized in the condensed consolidated statements of operations was nil and $0.1 million for the three months ended March 31, 2024 and 2023, 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 nil and $0.5 million for the three months ended March 31, 2024 and 2023, respectively. Compensation expense for RSUs and PSUs recognized in the condensed consolidated statements of operations was $3.2 million and $5.7 million for the three months ended March 31, 2024 and 2023, respectively. Compensation expense for the Executive Performance Awards recognized in the condensed consolidated statements of operations was $8.0 million and nil for the three months ended March 31, 2024 and 2023, respectively. The following table summarizes equity-based compensation expense recognized by condensed consolidated statement of operations line item (in thousands): Three Months Ended March 31, 2024 2023 Cost of revenue $ 746 $ 1,179 Technology and development 283 484 Sales and marketing 135 700 General and administrative 10,047 9,175 Total equity-based compensation expense $ 11,211 $ 11,538 Earnout Shares As part of the Business Combination, certain existing holders of WUP equity, including holders of WUP profits interests and restricted interests under the WUP Management Incentive Plan, but excluding holders of WUP stock options, have the right to receive up to 0.9 million additional shares of Common Stock (the “Earnout Shares”) that will vest, if at all, upon the achievement of separate market conditions. One-third of the Earnout Shares will meet the market condition when the closing Common Stock price is greater than or equal to $125.00 for any 20 trading days within a period of 30 consecutive trading days on or before July 13, 2026. An additional one-third will vest when the Common Stock is greater than or equal to $150.00 over the same measurement period. The final one-third will vest when the Common Stock is greater than or equal to $175.00 over the same measurement period. Earnout Shares are attributable to vested WUP profits interests and restricted interests as of the date each of the applicable Share market conditions are met. No Earnout Shares had been issued as of March 31, 2024. 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 Business Combination 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 or were issuable as of March 31, 2024. Compensation expense for Earnout Shares recognized in the condensed consolidated statements of operations was nil and $1.4 million for the three months ended March 31, 2024 and 2023, respectively. Treasury Stock |
WARRANTS
WARRANTS | 3 Months Ended |
Mar. 31, 2024 | |
Warrants and Rights Note Disclosure [Abstract] | |
WARRANTS | WARRANTS |
NON-CONTROLLING INTERESTS
NON-CONTROLLING INTERESTS | 3 Months Ended |
Mar. 31, 2024 | |
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 is as follows: March 31, 2024 December 31, 2023 Number of WUP common units held by Wheels Up (1) 697,321,492 100.0 % 696,856,131 100.0 % Number of vested WUP profits interests attributable to non-controlling interests (2) — — % — — % Total WUP common units and vested WUP profits interests outstanding 697,321,492 100.0 % 696,856,131 100.0 % (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 March 31, 2024. 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 nil for each of the three months ended March 31, 2024 and 2023. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES The Company has contractual obligations and commitments, primarily in the form of obligations to provide services for which we have already received deferred revenue (see Note 2 ), lease arrangements (see Note 9 ), repayment of long-term debt (see Note 7 ), legal proceedings and sales and use tax liability . Legal Proceedings From time to time, we are subject to various legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business. While the outcome of these matters cannot be predicted with certainty, as of the date of this Quarterly Report we do not believe that the outcome of any of these matters, individually or in the aggregate, will have a material adverse effect on our financial condition, results of operations or cash flows. GRP Litigation On July 5, 2023, we filed a lawsuit against Exclusive Jets, LLC d/b/a flyExclusive, a subsidiary of flyExclusive, Inc. (“FE”), in the United States District Court for the Southern District of New York, which was re-filed against FE in the Supreme Court of the State of New York in New York County on August 23, 2023. We instituted the action to enforce our rights and remedies for wrongful termination by FE of that certain Fleet Guaranteed Revenue Program Agreement, dated November 1, 2021, between WUP and FE (the “GRP Agreement”). On June 30, 2023, FE notified us in writing of its immediate termination of the GRP Agreement. We believe that FE wrongfully terminated such agreement in breach thereof. We are seeking compensatory damages, including the return of material deposits held by FE under the GRP Agreement that were recorded in Other non-current assets on our consolidated balance sheets as of March 31, 2024 and December 31, 2023, as well as attorneys’ fees and costs. We intend to vigorously pursue the action to recover the outstanding deposits and other damages from FE, but there can be no assurance as to the outcome of the lawsuit against FE. Our success in recovering the amounts from FE will depend upon several factors including the availability of funds by FE for the recoverable amounts. We are in the process of evaluating the effects of the foregoing events and we cannot make a reasonable estimate of any outcome, recovery or loss at this time. 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 each of March 31, 2024 and December 31, 2023, we estimated the potential exposure to such tax liability was $10.5 million 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 | 3 Months Ended |
Mar. 31, 2024 | |
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, and their purchases of flights and flight-related services. |
RESTRUCTURING AND RELATED CHARG
RESTRUCTURING AND RELATED CHARGES | 3 Months Ended |
Mar. 31, 2024 | |
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. We incurred $17.7 million of charges associated with the Restructuring Plan during the fourth quarter of 2022 and first quarter of 2023, which primarily consisted of cash and non-cash expenses related to severance payments, employee benefits and equity-based compensation. During the three months ended March 31, 2023, we recognized approximately $10.5 million of expenses related to the Restructuring Plan which were recorded in the condensed consolidated statement of net income, as follows (in thousands): 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 | 3 Months Ended |
Mar. 31, 2024 | |
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 income tax benefit of $0.1 million and income tax expense of $0.2 million for the three months ended March 31, 2024 and March 31, 2023, respectively. The effective tax rate was 0.1% and (0.2)% for the three months ended March 31, 2024 and March 31, 2023, respectively. Our effective tax rate for the three months ended March 31, 2024 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 March 31, 2024, 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. In general, under Section 382 of the Internal Revenue Code of 1986 (as amended, the “Code”), a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change net operating losses or tax credits to offset future taxable income or taxes. As a result of the Initial Issuance, the Company experienced an ownership change for the purpose of Section 382 of the Code during the third quarter of 2023 that will limit the availability of our tax attributes offset future income. A formal Section 382 analysis is being performed to determine the extent of the limitations. Our net operating losses and tax attributes are currently subject to a full valuation allowance. Accordingly, we do not believe it will have a material impact on our consolidated financial statements. The Organization for Economic Co-operation and Development has issued Pillar Two model rules introducing a new global minimum tax of 15% intended to be effective on January 1, 2024. While the U.S. has not yet adopted the Pillar Two rules, various other governments around the world have implemented the legislation, including jurisdictions in which certain of Wheels Up’s subsidiaries operate, and many other jurisdictions are in the process of implementing it. The Company is currently monitoring these developments and is in the process of evaluating the potential impact on its consolidated financial statements. 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. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 2023 Numerator: Net loss attributable to Wheels Up Experience Inc. - basic and diluted $ (97,393) $ (100,866) Denominator: Weighted-average shares of Common Stock outstanding - basic and diluted 697,983,030 25,334,527 Basic and diluted net loss per share of Common Stock $ (0.14) $ (3.98) There were no dividends declared or paid during each of the three months ended March 31, 2024 and 2023. Basic and diluted net loss per share were computed using the two-class method. All issued and outstanding shares of restricted stock are included in the weighted-average shares of Common Stock outstanding for all periods presented. WUP restricted interests were converted into shares of restricted stock as of the Business Combination Closing Date (see Note 10 ). 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: March 31, 2024 2023 Warrants (1) 1,252,149 1,252,149 Earnout Shares 900,000 900,000 RSUs and PSUs (2) 3,790,537 2,785,266 Stock options 1,181,652 1,366,515 Total anti-dilutive securities 7,124,338 6,303,930 (1) Each Warrant entitles the holder to purchase 1/10th of one share of Common Stock at a price of $115.00 per whole share of Common Stock. (2) Includes total RSUs and PSUs outstanding as of March 31, 2024 and total RSUs, PSUs and market-based RSUs outstanding as of March 31, 2023, which market-based RSUs were subsequently forfeited during the three months ended June 30, 2023. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) Attributable to Parent | $ (97,393) | $ (100,866) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Todd Smith [Member] | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | On January 2, 2024, Todd Smith, the Company’s Chief Financial Officer, terminated a Rule 10b5-1(c) trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) that was originally adopted on November 30, 2022 for the sale of 40% of the shares of Common Stock to be issued upon settlement of restricted stock units granted to Mr. Smith on July 1, 2022, the stated purpose of which was to satisfy applicable withholding taxes. |
Name | Todd Smith |
Title | Chief Financial Officer |
Adoption Date | November 30, 2022 |
Rule 10b5-1 Arrangement Terminated | true |
Termination Date | January 2, 2024 |
SUMMARY OF BUSINESS AND SIGNI_2
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
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 (“GAAP”) for interim financial reporting, 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 GAAP for annual 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 March 31, 2024, and its results of operations, including its comprehensive loss and stockholders' equity for the three months ended March 31, 2024 and 2023. All adjustments are of a normal recurring nature. The results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for any subsequent period or for the fiscal year ending December 31, 2024. Immediately after the close of trading on the New York Stock Exchange (the “ NYSE”) on June 7, 2023, the Company effected a reverse stock split of Wheels Up’s outstanding shares of Class A common stock, $0.0001 par value per share (“Common Stock”), at a reverse stock split ratio of 1-for-10 (the “Reverse Stock Split”). 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, as applicable, including adjustments to per share net loss and other per share of Common Stock amounts. These condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information. Consistent with these requirements, this Quarterly Report on Form 10-Q (this “Quarterly Report”) does not include all the information required by GAAP for complete financial statements. As a result, this Quarterly Report 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, 2023, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 7, 2024. |
Principles of Consolidation | Principles of Consolidation These 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 12 ). All intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates |
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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” or ASU 2023-07. The amendments in ASU 2023-07 aim to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 will be effective for the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2024, and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the impact of this update on its consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” or ASU 2023-09. The amendments in ASU 2023-09 aim to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 will be effective for the Company’s Annual Report on Form 10-K for the year ending December 31, 2025, with early adoption permitted. The Company is currently evaluating the impact of this update on its consolidated financial statements. |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 2023 Services transferred at a point in time: Flights, net of discounts and incentives $ 150,929 $ 231,762 Aircraft management (1) 3,125 61,242 Other 25,659 31,807 Services transferred over time: Memberships 16,854 21,680 Aircraft management (1) 68 2,452 Other 466 2,869 Total $ 197,101 $ 351,812 (1) On September 30, 2023, we completed the sale of the aircraft management business. See Note 4 . |
Schedule of Accounts Receivable Net | Accounts receivable, net consists of the following (in thousands): March 31, December 31, Gross receivables from members and customers $ 48,716 $ 43,970 Undeposited funds 1,069 2,131 Less: Allowance for credit losses (7,468) (7,864) Accounts receivable, net $ 42,317 $ 38,237 |
Schedule of Deferred Revenue | Deferred revenue consists of the following (in thousands): March 31, December 31, Flights - prepaid $ 664,899 $ 686,413 Memberships - annual dues 30,685 33,890 Memberships - initiation fees 2,030 2,377 Flights - credits 1,052 1,366 Other 125 183 Deferred revenue - total 698,791 724,229 Less: Deferred revenue, current (698,013) (723,246) Deferred revenue, non-current $ 778 $ 983 Changes in deferred revenue for the three months ended March 31, 2024 were as follows (in thousands): Deferred revenue as of December 31, 2023 $ 724,229 Amounts deferred during the period 166,132 Revenue recognized from amounts included in the deferred revenue beginning balance (145,300) Revenue from current period sales (46,270) Deferred revenue as of March 31, 2024 $ 698,791 |
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 March 31, 2024 were as follows (in thousands): Remainder of 2024 $ 350,741 2025 227,909 2026 60,168 2027 59,973 Total $ 698,791 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following (in thousands): March 31, 2024 December 31, 2023 Aircraft $ 454,167 $ 475,058 Software development costs 84,399 81,075 Leasehold improvements 23,341 22,899 Computer equipment 3,423 3,515 Buildings and improvements 1,424 1,424 Furniture and fixtures 4,695 4,618 Tooling 3,898 3,898 Vehicles 2,160 2,166 577,507 594,653 Less: Accumulated depreciation and amortization (255,603) (256,939) Total $ 321,904 $ 337,714 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table presents goodwill carrying values and the change in balance, by reporting unit, during the three months ended March 31, 2024 (in thousands): WUP Legacy (1) Air Partner Total Balance as of December 31, 2023 (2) $ 136,098 $ 82,110 $ 218,208 Foreign currency translation adjustment — (692) (692) Balance as of March 31, 2024 $ 136,098 $ 81,418 $ 217,516 (1) As of March 31, 2024, the WUP Legacy reporting unit had negative net assets (stockholders’ equity). (2) Net of accumulated impairment losses of $306.2 million, all of which was recognized on the goodwill attributable to the WUP Legacy reporting unit. |
Schedule of Intangible Assets | The gross carrying value, accumulated amortization and net carrying value of intangible assets consisted of the following (in thousands): March 31, 2024 Gross Carrying Accumulated Amortization Net Carrying Status $ 80,000 $ 32,846 $ 47,154 Customer relationships 89,121 37,615 51,506 Trade name 11,939 5,684 6,255 Developed technology 20,556 13,078 7,478 Leasehold interest - favorable 600 107 493 Foreign currency translation adjustment (707) (268) (439) Total $ 201,509 $ 89,062 $ 112,447 December 31, 2023 Gross Carrying Accumulated Amortization Net Carrying Status $ 80,000 $ 31,325 $ 48,675 Customer relationships 89,121 34,920 54,201 Trade name 11,939 5,402 6,537 Developed technology 20,556 12,329 8,227 Leasehold interest - favorable 600 102 498 Foreign currency translation adjustment (589) (217) (372) Total $ 201,627 $ 83,861 $ 117,766 |
Schedule of Intangible Liabilities | Associated with our acquisition of Delta Private Jets on January 17, 2020, we recognized intangible liabilities for the fair value of complimentary Wheels Up Connect Memberships provided to existing Delta SkyMiles 360 customers as of the acquisition date, as required under the Commercial Cooperation Agreement (as amended, the “CCA”) with Delta. The gross carrying value, accumulated amortization and net carrying value of intangible liabilities consisted of the following (in thousands): March 31, 2024 Gross Carrying Accumulated Amortization Net Carrying Intangible liabilities $ 20,000 $ 8,179 $ 11,821 December 31, 2023 Gross Carrying Accumulated Amortization Net Carrying Intangible liabilities $ 20,000 $ 7,798 $ 12,202 |
Schedule of Future Amortization Expense of Intangible Assets and Intangible Liabilities | Future amortization expense of intangible assets and intangible liabilities held as of March 31, 2024, were as follows (in thousands): Intangible Assets Intangible Liabilities Remainder of 2024 $ 15,495 $ 1,144 2025 20,301 1,525 2026 19,436 1,525 2027 14,884 1,525 2028 14,235 1,525 2029 and Thereafter 28,096 4,577 Total $ 112,447 $ 11,821 |
CASH EQUIVALENTS AND RESTRICT_2
CASH EQUIVALENTS AND RESTRICTED CASH (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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): March 31, 2024 December 31, 2023 Cash and cash equivalents $ 180,857 $ 263,909 Restricted cash 32,433 28,916 Total $ 213,290 $ 292,825 |
Schedule of Restricted 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): March 31, 2024 December 31, 2023 Cash and cash equivalents $ 180,857 $ 263,909 Restricted cash 32,433 28,916 Total $ 213,290 $ 292,825 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 December 31, 2023 Equipment Notes 12.0 % $ 192,609 $ 214,878 Term Loan 10.0 % 410,575 400,453 Total debt 603,184 615,331 Less: Total unamortized deferred financing costs and debt discount 358,139 356,259 Less: Current maturities of long-term debt 22,265 23,998 Long-term debt, net $ 222,780 $ 235,074 |
Maturities of Our Principal Debt Payment | Maturities of our principal debt payments for the next five years are as follows (in thousands): Maturities Remainder of 2024 $ 16,699 2025 38,306 2026 35,064 2027 29,759 2028 483,356 Total $ 603,184 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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): March 31, 2024 Level 1 Level 2 Level 3 Fair Value Assets: Money market funds $ 93 $ — $ — $ 93 Total assets $ 93 $ — $ — $ 93 Liabilities: Warrant liability - Public Warrants $ 26 $ — $ — $ 26 Warrant liability - Private Warrants — 14 — 14 Equipment Notes — — 241,328 241,328 Term Loan — — 297,800 297,800 Total liabilities $ 26 $ 14 $ 539,128 $ 539,168 December 31, 2023 Level 1 Level 2 Level 3 Fair Value Assets: Money market funds $ 94 $ — $ — $ 94 Total assets $ 94 $ — $ — $ 94 Liabilities: Warrant liability - Public Warrants $ 7 $ — $ — $ 7 Warrant liability - Private Warrants — 5 — 5 Equipment Notes — — 256,256 256,256 Term Loan — — 297,800 297,800 Total liabilities $ 7 $ 5 $ 554,056 $ 554,068 |
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, 2023 $ 7 $ 5 $ 12 Change in fair value of warrant liability 18 10 28 Fair value as of March 31, 2024 $ 25 $ 15 $ 40 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Schedule of Components of Net Lease Cost | The components of net lease cost were as follows (in thousands): Three Months Ended March 31, 2024 2023 Operating lease costs $ 7,540 $ 11,694 Short-term lease costs 213 2,486 Variable lease costs 4,313 5,833 Total lease costs $ 12,066 $ 20,013 |
Schedule of Supplemental Cash Flow Information | Supplemental cash flow information related to leases were as follows (in thousands): Three Months Ended March 31, 2024 2023 Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows paid for operating leases $ 7,685 $ 10,102 Right-of-use assets obtained in exchange for operating lease obligations $ — $ 5,420 |
Schedule of Supplemental Balance Sheet Information | Supplemental balance sheet information related to leases were as follows: March 31, 2024 December 31, 2023 Weighted-average remaining lease term (in years): Operating leases 6.8 6.7 Weighted-average discount rate: Operating leases 9.3 % 9.2 % |
Schedule of Maturities of Operating Leases | Maturities of lease liabilities, as of March 31, 2024, were as follows (in thousands): Year ending December 31, Operating Leases 2024 (remaining) $ 21,166 2025 17,889 2026 10,509 2027 7,533 2028 6,357 2029 and Thereafter 36,747 Total lease payments 100,201 Less: Imputed interest (28,390) Total lease obligations $ 71,811 |
STOCKHOLDER_S EQUITY AND EQUI_2
STOCKHOLDER’S EQUITY AND EQUITY-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024: Number of WUP Weighted-Average Grant (in thousands) Outstanding WUP profits interests as of January 1, 2024 2,881 $ 4.16 Granted — — Exchanged — — Expired/forfeited — — Outstanding WUP profits interests as of March 31, 2024 2,881 $ 4.16 |
Schedule of Stock Option Activity | The following table summarizes the activity under the WUP Option Plan as of March 31, 2024: Number of WUP Weighted- Weighted-Average Grant (in thousands) Outstanding WUP stock options as of January 1, 2024 1,129 $ 75.45 $ 12.64 Granted — — — Exercised — — — Forfeited (24) 75.55 10.76 Expired — — — Outstanding WUP stock options as of March 31, 2024 1,105 $ 75.45 $ 12.68 Exercisable WUP stock options as of March 31, 2024 1,105 $ 75.45 $ 12.68 Number of Wheels Up Weighted- Weighted-Average Grant (in thousands) Outstanding Wheels Up stock options as of January 1, 2024 77 $ 100.00 $ 47.52 Granted — — — Exercised — — — Forfeited — — — Expired — — — Outstanding Wheels Up stock options as of March 31, 2024 77 $ 100.00 $ 47.52 Exercisable Wheels Up stock options as of March 31, 2024 77 $ 100.00 $ 47.52 |
Schedule of LTIP RSUs | The following table summarizes the activity under the Amended and Restated 2021 LTIP related to RSU s as of March 31, 2024: Number of RSUs (1) Weighted-Average Grant (in thousands) Non-vested RSUs as of January 1, 2024 1,848 $ 9.35 Granted (2) 3,958 3.10 Vested (508) 6.77 Forfeited (86) 11.63 Non-vested RSUs as of March 31, 2024 5,212 $ 4.82 (1) 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 136,752 RSUs had vested as of January 1, 2024 and the remaining 68,376 RSUs are scheduled to vest on December 30, 2024, subject to continued service through such vesting date. (2) Share-based settlement of 3.1 million RSU awards granted during the three months ended March 31, 2024 is contingent on receipt of approval by the Company’s stockholders of an amendment to the Amended and Restated 2021 LTIP (the “LTIP Amendment”) at the 2024 annual meeting of the Company’s stockholders (the “2024 Annual Meeting”). If the Company’s stockholders do not approve the LTIP Amendment at the 2024 Annual Meeting, the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) will settle such awards in cash upon vesting based on the fair market value per share of Common Stock on the applicable vesting date. The carrying amount of the contingent RSU awards granted during the three months ended March 31, 2024 has been classified as mezzanine equity on the condensed consolidated balance sheet as of March 31, 2024 under Contingent performance awards. |
Schedule of Performance Stock Units | The following table summarizes the activity under the Amended and Restated 2021 LTIP related to PSUs as of March 31, 2024: Number of PSUs Weighted-Average Grant (in thousands) Non-vested PSUs as of January 1, 2024 18 $ 2.89 Granted (1) 464 3.07 Vested — — Forfeited (5) 2.89 Non-vested PSUs as of March 31, 2024 477 $ 3.06 (1) Share-based settlement of PSU awards granted during the three months ended March 31, 2024 is contingent on receipt of approval by the Company’s stockholders of the LTIP Amendment at the 2024 Annual Meeting. If the Company’s stockholders do not approve the LTIP Amendment at the 2024 Annual Meeting, the Compensation Committee will settle such awards in cash upon vesting based on the fair market value per share of Common Stock on the applicable vesting date. The carrying amount of the PSU awards granted during the three months ended March 31, 2024 has been classified as mezzanine equity on the condensed consolidated balance sheet as of March 31, 2024 under Contingent performance awards. |
Schedule of Valuation Assumptions | The following table summarizes the significant assumptions used to estimate the fair value on the date of grant: 2024 (1) 2023 (2) Expected term (in years) 4.9 5.2 Volatility 65 % 60 % Risk-free rate 4.1 % 4.3 % Expected dividend rate 0 % 0 % (1) Assumptions used in the Monte Carlo simulation related to the CFO Performance Award, which was granted on March 3, 2024. (2) Assumptions used in the Monte Carlo simulation related to the CEO Performance Award, which was granted on November 30, 2023. |
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 March 31, 2024 2023 Cost of revenue $ 746 $ 1,179 Technology and development 283 484 Sales and marketing 135 700 General and administrative 10,047 9,175 Total equity-based compensation expense $ 11,211 $ 11,538 |
NON-CONTROLLING INTERESTS (Tabl
NON-CONTROLLING INTERESTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Noncontrolling Interest [Abstract] | |
Schedule of Calculation of Non-controlling Interests | The calculation of non-controlling interests is as follows: March 31, 2024 December 31, 2023 Number of WUP common units held by Wheels Up (1) 697,321,492 100.0 % 696,856,131 100.0 % Number of vested WUP profits interests attributable to non-controlling interests (2) — — % — — % Total WUP common units and vested WUP profits interests outstanding 697,321,492 100.0 % 696,856,131 100.0 % (1) WUP common units represent an equivalent ownership of Common Stock outstanding. |
RESTRUCTURING AND RELATED CHA_2
RESTRUCTURING AND RELATED CHARGES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring and Related Costs | During the three months ended March 31, 2023, we recognized approximately $10.5 million of expenses related to the Restructuring Plan which were recorded in the condensed consolidated statement of net income, as follows (in thousands): 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) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 2023 Numerator: Net loss attributable to Wheels Up Experience Inc. - basic and diluted $ (97,393) $ (100,866) Denominator: Weighted-average shares of Common Stock outstanding - basic and diluted 697,983,030 25,334,527 Basic and diluted net loss per share of Common Stock $ (0.14) $ (3.98) |
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: March 31, 2024 2023 Warrants (1) 1,252,149 1,252,149 Earnout Shares 900,000 900,000 RSUs and PSUs (2) 3,790,537 2,785,266 Stock options 1,181,652 1,366,515 Total anti-dilutive securities 7,124,338 6,303,930 (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 total RSUs and PSUs outstanding as of March 31, 2024 and total RSUs, PSUs and market-based RSUs outstanding as of March 31, 2023, which market-based RSUs were subsequently forfeited during the three months ended June 30, 2023. |
SUMMARY OF BUSINESS AND SIGNI_3
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) | Jun. 07, 2023 $ / shares | Mar. 31, 2024 $ / shares | Dec. 31, 2023 $ / shares |
Class of Stock [Line Items] | |||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Reverse stock split ratio | 0.1 | ||
Common Class A | |||
Class of Stock [Line Items] | |||
Common stock par value (in dollars per share) | $ 0.0001 |
REVENUE RECOGNITION - Schedule
REVENUE RECOGNITION - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 197,101 | $ 351,812 |
Services transferred at a point in time: | Flights, net of discounts and incentives | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 150,929 | 231,762 |
Services transferred at a point in time: | Aircraft management | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 3,125 | 61,242 |
Services transferred at a point in time: | Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 25,659 | 31,807 |
Services transferred over time: | Memberships | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 16,854 | 21,680 |
Services transferred over time: | Aircraft management | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 68 | 2,452 |
Services transferred over time: | Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 466 | $ 2,869 |
REVENUE RECOGNITION - Schedul_2
REVENUE RECOGNITION - Schedule of Accounts Receivable Net Consists (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Revenue from Contract with Customer [Abstract] | ||
Gross receivables from members and customers | $ 48,716 | $ 43,970 |
Undeposited funds | 1,069 | 2,131 |
Less: Allowance for credit losses | (7,468) | (7,864) |
Accounts receivable, net | $ 42,317 | $ 38,237 |
REVENUE RECOGNITION - Schedul_3
REVENUE RECOGNITION - Schedule of Deferred Revenue (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Disaggregation of Revenue [Line Items] | ||
Deferred revenue - total | $ 698,791 | $ 724,229 |
Less: Deferred revenue, current | (698,013) | (723,246) |
Deferred revenue, non-current | 778 | 983 |
Flights - prepaid | ||
Disaggregation of Revenue [Line Items] | ||
Deferred revenue - total | 664,899 | 686,413 |
Memberships - annual dues | ||
Disaggregation of Revenue [Line Items] | ||
Deferred revenue - total | 30,685 | 33,890 |
Memberships - initiation fees | ||
Disaggregation of Revenue [Line Items] | ||
Deferred revenue - total | 2,030 | 2,377 |
Flights - credits | ||
Disaggregation of Revenue [Line Items] | ||
Deferred revenue - total | 1,052 | 1,366 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Deferred revenue - total | $ 125 | $ 183 |
REVENUE RECOGNITION - Changes i
REVENUE RECOGNITION - Changes in Deferred Revenue (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Contract with Customer, Liability [Roll Forward] | |
Deferred revenue as of December 31, 2023 | $ 724,229 |
Amounts deferred during the period | 166,132 |
Revenue recognized from amounts included in the deferred revenue beginning balance | (145,300) |
Revenue from current period sales | (46,270) |
Deferred revenue as of March 31, 2024 | $ 698,791 |
REVENUE RECOGNITION - Schedul_4
REVENUE RECOGNITION - Schedule of Revenue Expected to be Recognized in Future Periods (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized in future periods | $ 698,791 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized in future periods | $ 350,741 |
Revenue recognition periods (in years) | 9 months |
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 | $ 227,909 |
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 | $ 60,168 |
Revenue recognition periods (in years) | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized in future periods | $ 59,973 |
Revenue recognition periods (in years) | 1 year |
REVENUE RECOGNITION - Narrative
REVENUE RECOGNITION - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Disaggregation of Revenue [Line Items] | |||
Capitalized sales commission and referral fees | $ 2 | $ 1.6 | |
Amortization expense | 2.1 | $ 3.7 | |
Prepaid expenses | |||
Disaggregation of Revenue [Line Items] | |||
Capitalized contract cost, net | 4.6 | $ 4.8 | |
Other current assets | |||
Disaggregation of Revenue [Line Items] | |||
Capitalized contract cost, net | $ 0.4 | $ 0.4 |
PROPERTY AND EQUIPMENT - Schedu
PROPERTY AND EQUIPMENT - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 577,507 | $ 594,653 |
Less: Accumulated depreciation and amortization | (255,603) | (256,939) |
Total | 321,904 | 337,714 |
Aircraft | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 454,167 | 475,058 |
Software development costs | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 84,399 | 81,075 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 23,341 | 22,899 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 3,423 | 3,515 |
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 | 4,695 | 4,618 |
Tooling | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 3,898 | 3,898 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 2,160 | $ 2,166 |
PROPERTY AND EQUIPMENT - Narrat
PROPERTY AND EQUIPMENT - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization | $ 6.2 | $ 9 |
Software development costs | ||
Property, Plant and Equipment [Line Items] | ||
Amortization | $ 4.3 | $ 2.8 |
DIVESTITURE - Narrative (Detail
DIVESTITURE - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Sep. 30, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 04, 2024 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Loss on sale | $ (1,440) | $ 0 | ||
Proceeds from sale of divested business, net | $ 3,403 | $ 0 | ||
Discontinued Operations, Disposed of by Sale | Circadian Aviation LLC | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Sale of issued and outstanding equity interests | 100% | |||
Aggregate consideration transferred | $ 19,100 | |||
Loss on sale | 3,000 | |||
Proceeds from sale of divested business, net | 13,200 | |||
Non-contingent consideration receivable | 500 | |||
Working capital adjustment | $ (3,400) | |||
Discontinued Operations, Disposed of by Sale | Circadian Aviation LLC | Contingent Consideration | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Fair value of contingent consideration | 4,800 | |||
Discontinued Operations, Disposed of by Sale | Circadian Aviation LLC | Escrow Receivable | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Fair value of contingent consideration | $ 600 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Schedule of Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Goodwill [Roll Forward] | |
Balance as of December 31, 2023 | $ 218,208 |
Foreign currency translation adjustment | (692) |
Balance as of March 31, 2024 | 217,516 |
Accumulated impairment losses | 306,200 |
WUP Legacy | |
Goodwill [Roll Forward] | |
Balance as of December 31, 2023 | 136,098 |
Foreign currency translation adjustment | 0 |
Balance as of March 31, 2024 | 136,098 |
Air Partner | |
Goodwill [Roll Forward] | |
Balance as of December 31, 2023 | 82,110 |
Foreign currency translation adjustment | (692) |
Balance as of March 31, 2024 | $ 81,418 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 201,509 | $ 201,627 |
Accumulated Amortization | 89,062 | 83,861 |
Net Carrying Value | 112,447 | 117,766 |
Status | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 80,000 | 80,000 |
Accumulated Amortization | 32,846 | 31,325 |
Net Carrying Value | 47,154 | 48,675 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 89,121 | 89,121 |
Accumulated Amortization | 37,615 | 34,920 |
Net Carrying Value | 51,506 | 54,201 |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 11,939 | 11,939 |
Accumulated Amortization | 5,684 | 5,402 |
Net Carrying Value | 6,255 | 6,537 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 20,556 | 20,556 |
Accumulated Amortization | 13,078 | 12,329 |
Net Carrying Value | 7,478 | 8,227 |
Leasehold interest - favorable | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 600 | 600 |
Accumulated Amortization | 107 | 102 |
Net Carrying Value | 493 | 498 |
Foreign currency translation adjustment | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | (707) | (589) |
Accumulated Amortization | (268) | (217) |
Net Carrying Value | $ (439) | $ (372) |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 5.2 | $ 5.9 |
Amortization of intangible liabilities | $ 0.4 | $ 0.5 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Intangible Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Gross Carrying Value | $ 20,000 | $ 20,000 |
Accumulated Amortization | 8,179 | 7,798 |
Net Carrying Value | $ 11,821 | $ 12,202 |
GOODWILL AND INTANGIBLE ASSET_6
GOODWILL AND INTANGIBLE ASSETS - Future Amortization (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Intangible Assets | ||
Remainder of 2024 | $ 15,495 | |
2025 | 20,301 | |
2026 | 19,436 | |
2027 | 14,884 | |
2028 | 14,235 | |
2029 and Thereafter | 28,096 | |
Net Carrying Value | 112,447 | $ 117,766 |
Intangible Liabilities | ||
Remainder of 2024 | 1,144 | |
2025 | 1,525 | |
2026 | 1,525 | |
2027 | 1,525 | |
2028 | 1,525 | |
2029 and Thereafter | 4,577 | |
Net Carrying Value | $ 11,821 | $ 12,202 |
CASH EQUIVALENTS AND RESTRICT_3
CASH EQUIVALENTS AND RESTRICTED CASH - Reconciliation of Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 180,857 | $ 263,909 | ||
Restricted cash | 32,433 | 28,916 | ||
Total | $ 213,290 | $ 292,825 | $ 399,798 | $ 620,153 |
CASH EQUIVALENTS AND RESTRICT_4
CASH EQUIVALENTS AND RESTRICTED CASH - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Cash and Cash Equivalents [Line Items] | ||
Cash equivalents | $ 100 | $ 100 |
Restricted cash | 32,433 | 28,916 |
Standby Letter Of Credit | ||
Cash and Cash Equivalents [Line Items] | ||
Restricted cash | 6,200 | 6,200 |
Credit Card Programs | Collateral against credit card programs | ||
Cash and Cash Equivalents [Line Items] | ||
Restricted cash | 5,000 | 5,000 |
Contractual Restrictions | ||
Cash and Cash Equivalents [Line Items] | ||
Restricted cash | $ 19,800 | $ 17,900 |
LONG-TERM DEBT - Schedule of Lo
LONG-TERM DEBT - Schedule of Long-term Debt Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Total debt | $ 603,184 | $ 615,331 |
Less: Total unamortized deferred financing costs and debt discount | 358,139 | 356,259 |
Less: Current maturities of long-term debt | 22,265 | 23,998 |
Long-term debt, net | $ 222,780 | 235,074 |
Notes Payable | Equipment Notes | ||
Debt Instrument [Line Items] | ||
Weighted Average Interest Rate | 12% | |
Total debt | $ 192,609 | 214,878 |
Term Loan and Revolving Credit Facility | Credit Agreement | Term Loan | ||
Debt Instrument [Line Items] | ||
Weighted Average Interest Rate | 10% | |
Total debt | $ 410,575 | $ 400,453 |
LONG-TERM DEBT - Schedule of Ma
LONG-TERM DEBT - Schedule of Maturities of Long-term Debt (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2024 | $ 16,699 |
2025 | 38,306 |
2026 | 35,064 |
2027 | 29,759 |
2028 | 483,356 |
Total | $ 603,184 |
LONG-TERM DEBT - Narrative (Det
LONG-TERM DEBT - Narrative (Details) | 3 Months Ended | 12 Months Ended | ||||||
Nov. 15, 2023 USD ($) | Sep. 20, 2023 USD ($) shares | Oct. 14, 2022 USD ($) aircraft | Mar. 31, 2024 USD ($) aircraft | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Nov. 09, 2023 USD ($) | Sep. 30, 2023 USD ($) | |
Debt Instrument [Line Items] | ||||||||
Amortization of deferred financing costs and debt discount | $ (1,880,000) | $ 915,000 | ||||||
Long-term debt, fair value | $ 256,256,000 | |||||||
Long-term debt | 603,184,000 | |||||||
Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt, fair value | 297,800,000 | 297,800,000 | $ 44,900,000 | |||||
Debt Instrument, Fair Value Disclosure | 9,400,000 | |||||||
Initial Issuance | ||||||||
Debt Instrument [Line Items] | ||||||||
Allocation on relative fair value basis | 64,200,000 | |||||||
Issuance costs | $ 25,400,000 | |||||||
Initial Issuance | Common Stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Common stock issued (in shares) | shares | 141,313,671 | |||||||
Deferred Issuance | ||||||||
Debt Instrument [Line Items] | ||||||||
Common stock issued (in shares) | shares | 529,926,270 | |||||||
Allocation on relative fair value basis | $ 240,900,000 | |||||||
Private Placement, Reallocated Shares | ||||||||
Debt Instrument [Line Items] | ||||||||
Deferred issuance costs | 30,600,000 | |||||||
Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Issuance costs | 4,100,000 | |||||||
Equipment Notes | Notes Payable | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | $ 270,000,000 | |||||||
Stated rate | 12% | |||||||
Net proceeds | $ 259,200,000 | |||||||
Annual amortization of principal percent | 10% | |||||||
Minimum quarter end liquidity | $ 125,000,000 | |||||||
Minimum liquidity | $ 75,000,000 | |||||||
Debt Instrument, maturity trigger period | 90 days | |||||||
Held in deposit | 20,000,000 | $ 20,000,000 | ||||||
Minimum aggregate available cash and cash equivalents | $ 75,000,000 | |||||||
Debt redeemed | 16,300,000 | |||||||
Amortization of deferred financing costs and debt discount | $ 500,000 | $ 900,000 | ||||||
Equipment Notes | Notes Payable | Aircraft | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of aircraft | aircraft | 134 | |||||||
Equipment Notes | Notes Payable | Not subject to first-priority liens | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of aircraft | aircraft | 8 | |||||||
Equipment Notes | Notes Payable | Subject to first-priority liens | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of aircraft | aircraft | 114 | |||||||
Flight equipment | $ 265,800,000 | |||||||
Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Issuance costs | 29,500,000 | |||||||
Credit Agreement | Term Loan | Term Loan and Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | $ 390,000,000 | $ 350,000,000 | ||||||
Stated rate | 10% | |||||||
Amortization of deferred financing costs and debt discount | $ 2,400,000 | |||||||
Net proceeds | 39,200,000 | $ 343,000,000 | ||||||
Increment principal amount up to | 40,000,000 | |||||||
Credit agreement interest rate | 2% | |||||||
Long-term debt | 8,700,000 | 41,400,000 | ||||||
Unamortized debt issuance costs | 700,000 | 3,400,000 | ||||||
Unamortized debt discount | 30,600,000 | $ 305,200,000 | ||||||
Credit Agreement | Revolving Credit Facility | Term Loan and Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate original principal amount | $ 100,000,000 | $ 100,000,000 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Financial Instruments Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Nov. 09, 2023 |
Assets: | |||
Assets | $ 93 | $ 94 | |
Liabilities: | |||
Long-term debt, fair value | 256,256 | ||
Total liabilities | 539,168 | 554,068 | |
Money market funds | |||
Assets: | |||
Assets | 93 | 94 | |
Public Warrant | |||
Liabilities: | |||
Warrant liability | 26 | 7 | |
Private Warrant | |||
Liabilities: | |||
Warrant liability | 14 | 5 | |
Equipment Notes | |||
Liabilities: | |||
Long-term debt, fair value | 241,328 | ||
Term Loan | |||
Liabilities: | |||
Long-term debt, fair value | 297,800 | 297,800 | $ 44,900 |
Level 1 | |||
Assets: | |||
Assets | 93 | 94 | |
Liabilities: | |||
Long-term debt, fair value | 0 | ||
Total liabilities | 26 | 7 | |
Level 1 | Money market funds | |||
Assets: | |||
Assets | 93 | 94 | |
Level 1 | Public Warrant | |||
Liabilities: | |||
Warrant liability | 26 | 7 | |
Level 1 | Private Warrant | |||
Liabilities: | |||
Warrant liability | 0 | 0 | |
Level 1 | Equipment Notes | |||
Liabilities: | |||
Long-term debt, fair value | 0 | ||
Level 1 | Term Loan | |||
Liabilities: | |||
Long-term debt, fair value | 0 | 0 | |
Level 2 | |||
Assets: | |||
Assets | 0 | 0 | |
Liabilities: | |||
Long-term debt, fair value | 0 | ||
Total liabilities | 14 | 5 | |
Level 2 | Money market funds | |||
Assets: | |||
Assets | 0 | 0 | |
Level 2 | Public Warrant | |||
Liabilities: | |||
Warrant liability | 0 | 0 | |
Level 2 | Private Warrant | |||
Liabilities: | |||
Warrant liability | 14 | 5 | |
Level 2 | Equipment Notes | |||
Liabilities: | |||
Long-term debt, fair value | 0 | ||
Level 2 | Term Loan | |||
Liabilities: | |||
Long-term debt, fair value | 0 | 0 | |
Level 3 | |||
Assets: | |||
Assets | 0 | 0 | |
Liabilities: | |||
Long-term debt, fair value | 256,256 | ||
Total liabilities | 539,128 | 554,056 | |
Level 3 | Money market funds | |||
Assets: | |||
Assets | 0 | 0 | |
Level 3 | Public Warrant | |||
Liabilities: | |||
Warrant liability | 0 | 0 | |
Level 3 | Private Warrant | |||
Liabilities: | |||
Warrant liability | 0 | 0 | |
Level 3 | Equipment Notes | |||
Liabilities: | |||
Long-term debt, fair value | 241,328 | ||
Level 3 | Term Loan | |||
Liabilities: | |||
Long-term debt, fair value | $ 297,800 | $ 297,800 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Changes in the Fair Value of the Warrant Liability (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value as of December 31, 2023 | $ 12 |
Change in fair value of warrant liability | 28 |
Fair value as of March 31, 2024 | 40 |
Public Warrant | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value as of December 31, 2023 | 7 |
Change in fair value of warrant liability | 18 |
Fair value as of March 31, 2024 | 25 |
Private Warrant | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value as of December 31, 2023 | 5 |
Change in fair value of warrant liability | 10 |
Fair value as of March 31, 2024 | $ 15 |
LEASES - Components of Net Leas
LEASES - Components of Net Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases [Abstract] | ||
Operating lease costs | $ 7,540 | $ 11,694 |
Short-term lease costs | 213 | 2,486 |
Variable lease costs | 4,313 | 5,833 |
Total lease costs | $ 12,066 | $ 20,013 |
LEASES - Supplemental Cash Flow
LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash paid for amounts included in the measurement of operating lease liabilities: | ||
Operating cash flows paid for operating leases | $ 7,685 | $ 10,102 |
Right-of-use assets obtained in exchange for operating lease obligations | $ 0 | $ 5,420 |
LEASES - Supplemental Balance S
LEASES - Supplemental Balance Sheet Information (Details) | Mar. 31, 2024 | Dec. 31, 2023 |
Weighted-average remaining lease term (in years): | ||
Operating leases | 6 years 9 months 18 days | 6 years 8 months 12 days |
Weighted-average discount rate: | ||
Operating leases | 9.30% | 9.20% |
LEASES - Maturities of Operatin
LEASES - Maturities of Operating Leases (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Leases [Abstract] | |
2024 (remaining) | $ 21,166 |
2025 | 17,889 |
2026 | 10,509 |
2027 | 7,533 |
2028 | 6,357 |
2029 and Thereafter | 36,747 |
Total lease payments | 100,201 |
Less: Imputed interest | (28,390) |
Total lease obligations | $ 71,811 |
STOCKHOLDER_S EQUITY AND EQUI_3
STOCKHOLDER’S EQUITY AND EQUITY-BASED COMPENSATION - Narrative (Details) | 3 Months Ended | 12 Months Ended | ||||||||
Mar. 03, 2024 USD ($) | Nov. 30, 2023 USD ($) | Jul. 13, 2021 $ / shares shares | Jul. 12, 2021 plan | Mar. 31, 2024 USD ($) vote shares | Mar. 31, 2023 USD ($) | Dec. 31, 2023 shares | Nov. 15, 2023 USD ($) | Sep. 20, 2023 USD ($) | Jun. 30, 2022 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Authorized shares (in shares) | 1,525,000,000 | |||||||||
Common stock authorized (in shares) | 1,500,000,000 | 1,500,000,000 | ||||||||
Preferred stock authorized (in shares) | 25,000,000 | |||||||||
Voting rights, non-citizen investors | 1% | |||||||||
Number of approved plans | plan | 9 | |||||||||
Compensation expense | $ | $ 11,211,000 | $ 11,538,000 | ||||||||
Shares withheld for employee taxes on vested equity (in shares) | 368,471 | |||||||||
Term Loan | Credit Agreement | Term Loan and Revolving Credit Facility | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Face amount | $ | $ 390,000,000 | $ 350,000,000 | ||||||||
CK Wheels | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Voting restrictions | 23.90% | |||||||||
Delta Air Lines, Inc. | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Voting restrictions | 29.90% | |||||||||
WUP Profits Interests | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Weighted average remaining contractual term (in years) | 7 years 3 months 18 days | |||||||||
Compensation expense | $ | $ 0 | 100,000 | ||||||||
Stock options | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Compensation expense | $ | 0 | 500,000 | ||||||||
PSUs | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized compensation | $ | $ 1,400,000 | |||||||||
Unrecognized compensation cost recognition period (in years) | 2 years 7 months 6 days | |||||||||
RSUs, PSUs, and Market-Based RSUs | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Compensation expense | $ | $ 3,200,000 | 5,700,000 | ||||||||
Earnout Share | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Compensation expense | $ | $ 0 | 1,400,000 | ||||||||
Nonvested awards (in shares) | 900,000 | |||||||||
Earnout Share | Vesting period one | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting rights percentage | 33.333% | |||||||||
Nonvested awards (in shares) | 3,000,000 | |||||||||
Earnout Share | Vesting period two | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting rights percentage | 33.333% | |||||||||
Nonvested awards (in shares) | 3,000,000 | |||||||||
Earnout Share | Vesting period three | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting rights percentage | 33.333% | |||||||||
Nonvested awards (in shares) | 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 | |||||||||
Common Stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common stock authorized (in shares) | 1,500,000,000 | |||||||||
Voting rights per share | vote | 1 | |||||||||
Common Stock | Vesting period one | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Minimum threshold days (in days) | 20 days | |||||||||
Number of consecutive trading days (in days) | 30 days | |||||||||
Common Class A | Earnout Share | Vesting period one | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting milestone (in dollars per share) | $ / shares | $ 125 | |||||||||
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 | |||||||||
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 | |||||||||
MIP Plan VII | WUP Profits Interests | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares authorized (in shares) | 3,100,000 | |||||||||
WUP Stock Option Plan | Stock options | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares authorized (in shares) | 1,800,000 | |||||||||
Vesting period (in years) | 4 years | |||||||||
Service period (in years) | 4 years | |||||||||
Aggregate intrinsic value | $ | $ 0 | |||||||||
Weighted average remaining contractual term, outstanding (in years) | 5 years 3 months 18 days | |||||||||
Weighted average remaining contractual term, exercisable (in years) | 5 years 3 months 18 days | |||||||||
WUP Stock Option Plan | Common Class A | 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 | |||||||||
2021 LTIP | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares authorized (in shares) | 5,200,000 | |||||||||
Increase in aggregate number of shares (in shares) | 2,415,000 | |||||||||
2021 LTIP | Stock options | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period (in years) | 3 years | |||||||||
Service period (in years) | 3 years | |||||||||
Aggregate intrinsic value | $ | $ 0 | |||||||||
Weighted average remaining contractual term, outstanding (in years) | 3 years 7 months 6 days | |||||||||
Expiration period (in years) | 10 years | |||||||||
Weighted average remaining contractual term, exercisable (in years) | 3 years 7 months 6 days | |||||||||
2021 LTIP | RSUs | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized compensation | $ | $ 20,400,000 | |||||||||
Unrecognized compensation cost recognition period (in years) | 2 years 7 months 6 days | |||||||||
Vested or will vest (in shares) | 508,000 | |||||||||
Nonvested awards (in shares) | 5,212,000 | 1,848,000 | ||||||||
2021 LTIP | RSUs | Maximum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period (in years) | 4 years | |||||||||
Service period (in years) | 4 years | |||||||||
2021 LTIP | PSUs | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vested or will vest (in shares) | 0 | |||||||||
Nonvested awards (in shares) | 477,000 | 18,000 | ||||||||
2022 Inducement Grant Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Inducement grant plan (in shares) | 205,128 | |||||||||
2022 CEO Awards | Executive Performance Award | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized compensation | $ | $ 188,700,000 | |||||||||
Unrecognized compensation cost recognition period (in years) | 4 years 9 months 18 days | |||||||||
Vested or will vest (in shares) | 0 | |||||||||
Grant date fair value | $ | $ 148,400,000 | |||||||||
Expected term (in years) | 5 years 2 months 12 days | |||||||||
Compensation expense | $ | $ 8,000,000 | $ 0 | ||||||||
2022 CEO Awards | Executive Performance Award | Vesting period one | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting rights percentage | 25% | |||||||||
2022 CEO Awards | Executive Performance Award | Vesting period two | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting rights percentage | 25% | |||||||||
2022 CEO Awards | Executive Performance Award | Vesting period three | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting rights percentage | 25% | |||||||||
2022 CEO Awards | Executive Performance Award | Vesting period four | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting rights percentage | 25% | |||||||||
CFO Performance Award | Executive Performance Award | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Grant date fair value | $ | $ 50,900,000 | |||||||||
Expected term (in years) | 4 years 9 months 18 days |
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 | 3 Months Ended |
Mar. 31, 2024 $ / 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 - Summary of Award Activity (Details) - Stock options - $ / shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
WUP Stock Option Plan | ||
Number of WUP Stock Options | ||
Beginning balance (in shares) | 1,129 | |
Granted (in shares) | 0 | |
Exercised (in shares) | 0 | |
Forfeited (in shares) | (24) | |
Expired (in shares) | 0 | |
Ending balance (in shares) | 1,105 | |
Exercisable (in shares) | 1,105 | |
Weighted- Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 75.45 | |
Granted (in dollars per share) | 0 | |
Exercised (in dollars per share) | 0 | |
Forfeited (in dollars per share) | 75.55 | |
Expired (in dollars per share) | 0 | |
Ending balance (in dollars per share) | 75.45 | |
Exercisable (in dollars per share) | 75.45 | |
Weighted-Average Grant Date Fair Value | ||
Beginning balance (in dollars per share) | 12.68 | $ 12.64 |
Granted (in dollars per share) | 0 | |
Exercised (in dollars per share) | 0 | |
Forfeited (in dollars per share) | 10.76 | |
Expired (in dollars per share) | 0 | |
Ending balance (in dollars per share) | 12.68 | |
Exercisable (in dollars per share) | $ 12.68 | |
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_6
STOCKHOLDER’S EQUITY AND EQUITY-BASED COMPENSATION - Schedule of Non-vested Awards (Details) - 2021 LTIP | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
RSUs | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning balance (in shares) | 1,848,000 |
Granted (in shares) | 3,958,000 |
Vested (in shares) | (508,000) |
Forfeited (in shares) | (86,000) |
Ending balance (in shares) | 5,212,000 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Beginning balance (in dollars per share) | $ / shares | $ 9.35 |
Granted (in dollars per share) | $ / shares | 3.10 |
Vested (in dollars per share) | $ / shares | 6.77 |
Forfeited (in dollars per share) | $ / shares | 11.63 |
Ending balance (in dollars per share) | $ / shares | $ 4.82 |
RSUs | July 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Granted (in shares) | 205,128 |
Vested (in shares) | (136,752) |
Ending balance (in shares) | 68,376 |
RSUs | Contingent approval | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Granted (in shares) | 3,100,000 |
PSUs | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning balance (in shares) | 18,000 |
Granted (in shares) | 464,000 |
Vested (in shares) | 0 |
Forfeited (in shares) | (5,000) |
Ending balance (in shares) | 477,000 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Beginning balance (in dollars per share) | $ / shares | $ 2.89 |
Granted (in dollars per share) | $ / shares | 3.07 |
Vested (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 2.89 |
Ending balance (in dollars per share) | $ / shares | $ 3.06 |
STOCKHOLDERS_ EQUITY AND EQUITY
STOCKHOLDERS’ EQUITY AND EQUITY-BASED COMPENSATION - Schedule of Valuation Assumptions (Details) - Black Scholes option-pricing model | Mar. 03, 2024 | Nov. 30, 2023 |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Expected term (in years) | 4 years 10 months 24 days | 5 years 2 months 12 days |
Volatility | 65% | 60% |
Risk-free rate | 4.10% | 4.30% |
Expected dividend rate | 0% | 0% |
STOCKHOLDER_S EQUITY AND EQUI_7
STOCKHOLDER’S EQUITY AND EQUITY-BASED COMPENSATION - Equity-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total equity-based compensation expense | $ 11,211 | $ 11,538 |
Cost of revenue | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total equity-based compensation expense | 746 | 1,179 |
Technology and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total equity-based compensation expense | 283 | 484 |
Sales and marketing | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total equity-based compensation expense | 135 | 700 |
General and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total equity-based compensation expense | $ 10,047 | $ 9,175 |
WARRANTS (Details)
WARRANTS (Details) - $ / shares | Mar. 31, 2024 | Jun. 07, 2023 | Jul. 13, 2021 | Jul. 12, 2021 |
Class of Warrant or Right [Line Items] | ||||
Warrant right to purchase shares (in shares) | 0.1 | 0.1 | ||
Warrants, exercise price (in dollars per share) | $ 115 | $ 115 | ||
Public Warrant | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | 7,991,544 | |||
Private Warrant | ||||
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) | Mar. 31, 2024 shares | Dec. 31, 2023 shares |
Noncontrolling Interest [Abstract] | ||
Number of WUP common units held by Wheels Up (in shares) | 697,321,492 | 696,856,131 |
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) | 697,321,492 | 696,856,131 |
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 | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Noncontrolling Interest [Abstract] | ||
Weighted average ownership percentage by parent (as a percent) | 0 | 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Commitments and Contingencies Disclosure [Abstract] | ||
Sales and excise tax payable | $ 10.5 | $ 10.5 |
RELATED PARTIES (Details)
RELATED PARTIES (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | |||
Cost of revenue | $ 198,260 | $ 353,791 | |
Accrued expenses | 90,122 | $ 102,475 | |
Other non-current liabilities | 6,581 | 7,978 | |
Affiliated Entity | Commercial Cooperation Agreement | |||
Related Party Transaction [Line Items] | |||
Cost of revenue | 100 | $ 600 | |
Accrued expenses | 1,600 | 400 | |
Other non-current liabilities | $ 2,700 | $ 3,600 |
RESTRUCTURING AND RELATED CHA_3
RESTRUCTURING AND RELATED CHARGES - Narrative (Details) - March 2023 Restructuring Plan - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 01, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Pre tax charges | $ 14,000 | |
Restructuring charges | $ 17,700 | |
Total restructuring expenses | $ 10,520 |
RESTRUCTURING AND RELATED CHA_4
RESTRUCTURING AND RELATED CHARGES - Schedule of Restructuring and Related Costs (Details) - March 2023 Restructuring Plan $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Total restructuring expenses | $ 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 | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense (benefit) | $ (114) | $ 188 |
Effective income tax rate | 0.10% | (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 | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator: | ||
Net loss attributable to Wheels Up Experience Inc. - basic | $ (97,393,000) | $ (100,866,000) |
Net loss attributable to Wheels Up Experience Inc. - diluted | $ (97,393,000) | $ (100,866,000) |
Denominator: | ||
Weighted-average shares of Class A common stock outstanding - basic (in shares) | 697,983,030 | 25,334,527 |
Weighted-average shares of Class A common stock outstanding - diluted (in shares) | 697,983,030 | 25,334,527 |
Basic net loss per share of Class A common stock (in dollars per share) | $ (0.14) | $ (3.98) |
Diluted net loss per share of Class A common stock (in dollars per share) | $ (0.14) | $ (3.98) |
Dividends declared | $ 0 | $ 0 |
NET LOSS PER SHARE - Schedule_2
NET LOSS PER SHARE - Schedule of Antidilutive Securities (Details) - $ / shares | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Jun. 07, 2023 | Jul. 13, 2021 | |
Earnings Per Share [Abstract] | ||||
Warrant right to purchase shares (in shares) | 0.1 | 0.1 | ||
Warrants, exercise price (in dollars per share) | $ 115 | $ 115 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities (in shares) | 7,124,338 | 6,303,930 | ||
Warrant right to purchase shares (in shares) | 0.1 | 0.1 | ||
Warrants, exercise price (in dollars per share) | $ 115 | $ 115 | ||
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities (in shares) | 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 | ||
RSUs and PSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities (in shares) | 3,790,537 | 2,785,266 | ||
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities (in shares) | 1,181,652 | 1,366,515 |