Financial performance illustrates continued
momentum of business transformation
Installation of Gogo high-speed satellite
Wi-Fi to begin this summer
Agreement with Delta to extend $100 million revolving credit facility
Board of Directors authorizes stock repurchase
program
ATLANTA, May 1, 2025
/PRNewswire/ -- Wheels Up Experience Inc. (NYSE: UP) today
announced financial results for the first quarter of 2025.
Highlights of the quarter, including GAAP results, non-GAAP
financial measures and key performance metrics, are on pages two
and three and incorporated herein.
Commentary from Wheels Up's Chief Executive Officer George Mattson about the company's financial and
operating results for the first quarter ended March 31, 2025
is included in an Investor Letter that can be found on Wheels Up's
Investor Relations website at https://investors.wheelsup.com.
First Quarter 2025 Results
- Revenue of $177.5 million, down
10% year over year
- Total Gross Bookings of $241.9
million, up 8% year over year
- Gross loss of $1.1 million, a
$15.5 million improvement year over
year
- Adjusted Contribution of $22.4
million equating to an Adjusted Contribution Margin of
12.6%, up 12 percentage points year over year
- Net loss of $99.3 million or
$(0.14) per share
- Adjusted EBITDA loss of $24.2
million, a 51% improvement year over year
- Adjusted EBITDAR loss of $18.8
million, a 54% improvement year over year
"Our results this quarter show the progress we are making in our
business transformation and we are pleased to see continued
commercial momentum in light of more uncertain economic
conditions. We remain focused on improving profitability and
expanding margins by modernizing our fleet, leveraging our
first-of-its-kind partnership with Delta, and delivering premium
solutions for every customer journey," said Wheels Up Chief
Executive Officer George Mattson.
"With solid liquidity, an improving path toward sustainable
profitability, and other achievements that reflect the strength of
our business, our Board of Directors has authorized a $10 million open market share repurchase program
to illustrate our commitment to driving value for our
shareholders."
Business highlights
- More profitable flying. The company's top priority has
been to continue realigning its product, fleet and flying to better
meet customer demand. As a result of the associated increased
Utility and operational efficiency, Gross loss improved
$15 million year over year in the
March quarter despite a $20 million
decline in revenue. Adjusted Contribution Margin increased by
nearly 12 percentage points year over year to 12.6 percent, due
primarily to the 23 percent increase in Utility during the March
quarter.
- Leading operational reliability. A key component of
Wheels Up's strategic growth plan is to deliver the industry's most
reliable operation for our customers. During the March quarter, the
company delivered a 97 percent Completion Rate and 85 percent
On-Time Performance. As the fleet rapidly transitions to a
modernized and more operationally reliable fleet, we expect to be
able to drive higher On-Time Performance, Completion Rate and
Utility.
- Continuing to drive value in our strategic partnership with
Delta. New corporate accounts are the fastest growing segment
in the business, illustrating the traction the company is seeing in
its joint selling efforts with Delta. For the March quarter,
corporate membership fund sales increased 13 percent year over year
and represented nearly 40 percent of total membership fund sales.
In addition, this summer, Wheels Up and Delta will partner to offer
customers new options for hybrid travel combining Delta One
commercial and Wheels Up private flights for European destinations.
Customers flying to Athens,
Barcelona, Naples, Nice and Rome will be offered seamless transitions to
private jet flights and helicopter transfers arranged by Wheels Up
for arrival at their final destination in unparalleled comfort and
style.
- Extension of revolving credit facility. The company
ended the quarter with approximately $272
million of total liquidity, comprised of approximately
$171.8 million of cash and cash
equivalents and a $100 million
undrawn revolving credit facility. The company recently reached an
agreement with Delta to extend the $100
million revolving credit facility to remain available
through September 20, 2026.
- Definitive agreement with Gogo to provide high-speed
satellite Wi-Fi. As part of its fleet modernization
strategy, last October the company announced that its new fleet
would be outfitted with state-of-the-art satellite WiFi. The
company recently executed a definitive agreement with Gogo to
install their Galileo HDX satellite Wi-Fi systems in Wheels Up
aircraft. Installation is expected to begin this summer and ramp up
quickly through the remainder of the year.
- Share repurchase program. On April 30, 2025, the company's Board of Directors
approved the repurchase of up to $10
million of shares of the company's common stock from time to
time through open market repurchases or other privately negotiated
transactions.
Financial and
Operating Highlights(1)
|
|
|
Three Months Ended
March 31,
|
|
|
(in thousands,
except Live Flight Legs, Private Jet Gross Bookings per
Live
Flight Leg, Utility, Active Users and percentages)
|
2025
|
|
2024
|
|
%
Change
|
Total Gross
Bookings
|
$
241,902
|
|
$
224,674
|
|
8 %
|
|
|
|
|
|
|
Private Jet Gross
Bookings
|
$
205,293
|
|
$
191,763
|
|
7 %
|
|
|
|
|
|
|
Live Flight
Legs
|
10,895
|
|
11,754
|
|
(7) %
|
|
|
|
|
|
|
Private Jet Gross
Bookings per Live Flight Leg
|
$
18,843
|
|
$
16,315
|
|
15 %
|
|
|
|
|
|
|
Utility
|
38.1
|
|
30.9
|
|
23 %
|
|
|
|
|
|
|
Active
Users(2)
|
6,166
|
|
10,218
|
|
(40) %
|
|
|
|
|
|
|
Completion
Rate
|
97 %
|
|
98 %
|
|
n/m
|
|
|
|
|
|
|
On-Time Performance
(D-60)
|
85 %
|
|
90 %
|
|
n/m
|
|
Three Months Ended
March 31,
|
|
|
|
|
(In thousands,
except percentages)
|
2025
|
|
2024
|
|
$
Change
|
|
%
Change
|
Revenue
|
$
177,530
|
|
$
197,101
|
|
$ (19,571)
|
|
(10) %
|
Gross profit
(loss)
|
$
(1,104)
|
|
$
(16,554)
|
|
$ 15,450
|
|
n/m
|
Adjusted
Contribution
|
$
22,441
|
|
$
2,015
|
|
$ 20,426
|
|
n/m
|
Adjusted Contribution
Margin
|
12.6 %
|
|
1.0 %
|
|
n/a
|
|
12 pp
|
Net loss
|
$
(99,313)
|
|
$
(97,393)
|
|
$
(1,920)
|
|
(2) %
|
Adjusted
EBITDA
|
$
(24,150)
|
|
$
(49,229)
|
|
$ 25,079
|
|
51 %
|
Adjusted
EBITDAR
|
$
(18,792)
|
|
$
(41,086)
|
|
$ 22,294
|
|
54 %
|
Net cash used in
operating activities
|
$
(47,924)
|
|
$
(73,794)
|
|
$ 25,870
|
|
35 %
|
__________________
|
(1)
|
For information
regarding Wheels Up's use and definitions of our key operating
metrics and non-GAAP financial measures, see "Definitions of Key
Operating Metrics," "Definitions of Non-GAAP Financial Measures"
and "Reconciliations of Non-GAAP Financial Measures" sections
herein.
|
(2)
|
Active Users as of
March 31, 2025 includes the impact of the company's decision to
discontinue Pay-As-You-Go and Connect membership options in July
2024.
|
n/m
|
Not
meaningful
|
About Wheels Up
Wheels Up is a leading provider of on-demand private aviation in
the U.S. with a large, diverse fleet and a global network of
safety-vetted charter operators, all committed to safety and
service. Customers access charter and membership programs and
commercial travel benefits through a strategic partnership with
Delta Air Lines. Wheels Up also provides freight, safety, security,
and managed services to a range of clients, including individuals
and government organizations. With the Wheels Up app and website,
members can easily search, book, and fly.
For more information, visit www.wheelsup.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains certain "forward-looking statements"
within the meaning of the federal securities laws. Forward-looking
statements provide current expectations of future circumstances or
events based on certain assumptions and include any statement,
projection or forecast that does not directly relate to any
historical or current fact. Forward-looking statements are subject
to known and unknown risks, uncertainties, assumptions and other
important factors, many of which are outside of the control of
Wheels Up Experience Inc. ("Wheels Up", "we", "us", "our" or the
"Company"), that could cause actual results to differ materially
from the results discussed in the forward-looking statements. These
forward-looking statements include, but are not limited to,
statements regarding: (i) Wheels Up's growth plans, the size,
demand, competition in and growth potential of the markets for
Wheels Up's service offerings and the degree of market adoption of
Wheels Up's member programs, charter offerings and any future
services it may offer; (ii) the potential impact of Wheels Up's
cost reduction and operational efficiency initiatives on its
business and results of operations, including timing, magnitude and
possible effects on liquidity levels and working capital; (iii)
Wheels Up's fleet modernization strategy first announced in
October 2024, its ability to execute
such strategy on the timeline that it currently anticipates and the
expected commercial, financial and operational impacts to Wheels
Up; (iv) Wheels Up's liquidity, future cash flows and certain
restrictions related to its indebtedness obligations, as well as
its ability to perform under its contractual and indebtedness
obligations; (v) Wheels Up's ability to achieve its financial
goals in the future pursuant to the most recent schedule that it
has announced; (vi) the potential impacts or benefits from
pursuing strategic actions involving Wheels Up or its subsidiaries
or affiliates, including, among others, acquisitions and
divestitures, new debt or equity financings, refinancings of
existing indebtedness, or commercial partnerships or arrangements;
(vii) the availability or success of other options that the Company
may undertake that are intended to cure compliance with the New
York Stock Exchange's continued listing standards; (viii) the
share repurchase program described in this press release; and
(ix) the impacts of general economic and geopolitical
conditions on Wheels Up's business and the aviation industry,
including due to, among others, fluctuations in interest rates,
inflation, foreign currencies, taxes, tariffs and trade policies,
and consumer and business spending decisions. The words
"anticipate," "believe," "can," "continue," "could," "estimate,"
"expect," "future," "intend," "may," "might," "plan," "possible,"
"potential," "predict," "project," "should," "strive," "would" and
similar expressions may identify forward-looking statements, but
the absence of these words does not mean that statement is not
forward-looking. We have identified certain known material risk
factors applicable to Wheels Up in our Annual Report on Form 10-K
for the year ended December 31, 2024
filed with the U.S. Securities and Exchange Commission ("SEC") on
March 11, 2025 and our other filings with the SEC. It is
not always possible for us to predict how new risks and
uncertainties that arise from time to time may affect us. You are
cautioned not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. Except as
required by law, we do not intend to update any of these
forward-looking statements after the date of this press
release.
Use of Non-GAAP Financial Measures
This press release includes certain non-GAAP financial measures,
such as Adjusted EBITDA, Adjusted EBITDAR, Adjusted
Contribution and Adjusted Contribution Margin. These non-GAAP
financial measures are in addition to, and not a substitute for or
superior to, measures of financial performance prepared in
accordance with U.S. generally accepted accounting principles
("GAAP") and should not be considered as an alternative to Revenue
or any component thereof, Net income (loss), Operating income
(loss) or any other performance measures derived in accordance with
GAAP. Definitions and reconciliations of non-GAAP financial
measures to their most comparable GAAP counterparts are included in
the sections titled "Definitions of Non-GAAP Financial Measures"
and "Reconciliations of Non-GAAP Financial Measures," respectively,
in this press release. Wheels Up believes that these non-GAAP
financial measures provide useful supplemental information to
investors about Wheels Up. However, there are certain limitations
related to the use of these non-GAAP financial measures and their
nearest GAAP measures, including that they exclude significant
expenses that are required to be recorded in Wheels Up's financial
measures under GAAP. Other companies may calculate non-GAAP
financial measures differently, or may use other measures to
calculate their financial performance, and therefore, Wheels Up's
non-GAAP financial measures may not be directly comparable to
similarly titled measures of other companies. Additionally, to the
extent that forward-looking non-GAAP financial measures are
provided, they are presented on a non-GAAP basis without
reconciliations of such forward-looking non-GAAP financial measures
due to the inherent difficulty in forecasting and quantifying
certain amounts that are necessary for such reconciliations.
For more information on these non-GAAP financial measures, see
the sections titled "Definitions of Non-GAAP Financial Measures"
and "Reconciliations of Non-GAAP Financial Measures" included in
this press release.
Contacts
Investors:
ir@wheelsup.com
Media:
press@wheelsup.com
WHEELS UP EXPERIENCE
INC
|
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
|
(Unaudited, in
thousands except share and per share data)
|
|
|
Three Months Ended
March 31,
|
|
2025
|
|
2024
|
Revenue
|
$
177,530
|
|
$
197,101
|
|
|
|
|
Costs and
expenses:
|
|
|
|
Cost of revenue
(exclusive of items shown separately below)
|
158,424
|
|
198,260
|
Technology and
development
|
10,524
|
|
11,081
|
Sales and
marketing
|
22,161
|
|
21,437
|
General and
administrative
|
56,817
|
|
36,237
|
Depreciation and
amortization
|
20,210
|
|
15,395
|
Gain on sale of
aircraft held for sale
|
(6,551)
|
|
(2,724)
|
(Gain) loss on
disposal of assets, net
|
(3,289)
|
|
1,963
|
Total costs and
expenses
|
258,296
|
|
281,649
|
|
|
|
|
Loss from
operations
|
(80,766)
|
|
(84,548)
|
|
|
|
|
Other income
(expense)
|
|
|
|
Gain on
divestiture
|
—
|
|
3,403
|
Loss on extinguishment
of debt
|
(38)
|
|
(1,706)
|
Change in fair value
of warrant liability
|
—
|
|
(28)
|
Interest
income
|
1,148
|
|
56
|
Interest
expense
|
(19,880)
|
|
(14,555)
|
Other income
(expense), net
|
301
|
|
(129)
|
Total other income
(expense)
|
(18,469)
|
|
(12,959)
|
|
|
|
|
Loss before income
taxes
|
(99,235)
|
|
(97,507)
|
|
|
|
|
Income tax benefit
(expense)
|
(78)
|
|
114
|
|
|
|
|
Net
loss
|
(99,313)
|
|
(97,393)
|
Less: Net loss
attributable to non-controlling interests
|
—
|
|
—
|
Net loss
attributable to Wheels Up Experience Inc.
|
$
(99,313)
|
|
$
(97,393)
|
|
|
|
|
Net loss per share
of Class A common stock:
|
|
|
|
Basic and
diluted
|
$
(0.14)
|
|
$
(0.14)
|
|
|
|
|
Weighted-average
shares of Class A common stock outstanding:
|
|
|
|
Basic and
diluted
|
698,270,154
|
|
697,983,030
|
WHEELS UP EXPERIENCE
INC
|
CONDENSED
CONSOLIDATED BALANCE SHEETS
|
(Unaudited, in
thousands, except share data)
|
|
|
March 31,
2025
|
|
December 31,
2024
|
ASSETS
|
|
|
|
Current
assets:
|
|
|
|
Cash and cash
equivalents
|
$
171,845
|
|
$
216,426
|
Accounts receivable,
net
|
41,797
|
|
32,316
|
Parts and supplies
inventories
|
12,723
|
|
12,177
|
Aircraft held for
sale
|
24,767
|
|
35,663
|
Prepaid
expenses
|
32,011
|
|
23,546
|
Other current
assets
|
15,664
|
|
11,941
|
Total current
assets
|
298,807
|
|
332,069
|
Property and equipment,
net
|
333,422
|
|
348,339
|
Operating lease
right-of-use assets
|
35,153
|
|
56,911
|
Goodwill
|
219,476
|
|
217,045
|
Intangible assets,
net
|
92,056
|
|
96,904
|
Restricted
cash
|
35,218
|
|
30,042
|
Other non-current
assets
|
76,850
|
|
76,701
|
Total
assets
|
$
1,090,982
|
|
$
1,158,011
|
|
|
|
|
LIABILITIES AND
EQUITY
|
|
|
|
Current
liabilities:
|
|
|
|
Current maturities of
long-term debt
|
$
31,658
|
|
$
31,748
|
Accounts
payable
|
37,872
|
|
29,977
|
Accrued
expenses
|
84,895
|
|
89,484
|
Deferred revenue,
current
|
758,231
|
|
749,432
|
Other current
liabilities
|
12,748
|
|
16,643
|
Total current
liabilities
|
925,404
|
|
917,284
|
Long-term debt,
net
|
382,765
|
|
376,308
|
Operating lease
liabilities, non-current
|
53,076
|
|
50,810
|
Other non-current
liabilities
|
9,620
|
|
9,837
|
Total
liabilities
|
1,370,865
|
|
$
1,354,239
|
|
|
|
|
Mezzanine
equity:
|
|
|
|
Executive performance
award
|
$
8,223
|
|
$
5,881
|
Total mezzanine
equity
|
8,223
|
|
$
5,881
|
|
|
|
|
Equity:
|
|
|
|
Common Stock, $0.0001
par value; 1,500,000,000 authorized;
699,304,283 and 698,342,097 issued and 698,775,897 and
697,902,646
shares outstanding as of March 31, 2025 and December 31, 2024,
respectively
|
$
70
|
|
$
70
|
Additional paid-in
capital
|
1,931,900
|
|
1,921,581
|
Accumulated
deficit
|
(2,202,208)
|
|
(2,102,895)
|
Accumulated other
comprehensive loss
|
(9,556)
|
|
(12,662)
|
Treasury stock, at
cost, 528,386 and 439,451 shares, respectively
|
(8,312)
|
|
(8,203)
|
Total Wheels Up
Experience Inc. stockholders' equity
|
(288,106)
|
|
(202,109)
|
Non-controlling
interests
|
—
|
|
—
|
Total
equity
|
(288,106)
|
|
(202,109)
|
Total liabilities
and equity
|
$
1,090,982
|
|
$
1,158,011
|
WHEELS UP EXPERIENCE
INC
|
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
(Unaudited, in
thousands)
|
|
|
Three Months Ended
March 31,
|
|
2025
|
|
2024
|
Cash flows from
operating activities
|
|
|
|
Net loss
|
$
(99,313)
|
|
$
(97,393)
|
Adjustments to
reconcile net loss to net cash used in operating
activities:
|
|
|
|
Depreciation and
amortization
|
20,210
|
|
15,395
|
Equity-based
compensation
|
12,661
|
|
11,211
|
Payment in kind
interest
|
13,050
|
|
10,123
|
Amortization
(accretion) of deferred financing costs and debt
discount
|
1,893
|
|
(1,880)
|
Gain on sale of
aircraft held for sale
|
(4,975)
|
|
(2,724)
|
(Gain) loss on disposal
of assets, net
|
(3,229)
|
|
1,963
|
Impairment of
right-of-use assets
|
20,218
|
|
—
|
Other
|
1,678
|
|
162
|
Changes in assets and
liabilities:
|
|
|
|
Accounts
receivable
|
(8,481)
|
|
(5,952)
|
Other
receivables
|
(3,437)
|
|
2,113
|
Prepaid
expenses
|
(8,324)
|
|
12,215
|
Other current
assets
|
(262)
|
|
(4,371)
|
Other non-current
assets
|
1,166
|
|
9,456
|
Accounts
payable
|
7,760
|
|
13,093
|
Accrued
expenses
|
(6,005)
|
|
(12,211)
|
Deferred
revenue
|
7,917
|
|
(25,145)
|
Other assets and
liabilities
|
(451)
|
|
151
|
Net cash used in
operating activities
|
(47,924)
|
|
(73,794)
|
|
|
|
|
Cash flows from
investing activities:
|
|
|
|
Purchases of property
and equipment
|
(14,704)
|
|
(4,022)
|
Capitalized software
development costs
|
(3,338)
|
|
(3,540)
|
Purchase of aircraft
held for sale
|
(3,800)
|
|
(2,331)
|
Proceeds from sale of
aircraft held for sale, net
|
33,005
|
|
25,988
|
Other
|
4,950
|
|
3,508
|
Net cash provided by
investing activities
|
16,113
|
|
19,603
|
|
|
|
|
Cash flows from
financing activities:
|
|
|
|
Purchase of shares for
treasury
|
(109)
|
|
(338)
|
Proceeds from
long-term debt
|
9,876
|
|
—
|
Repayments of
long-term debt
|
(18,451)
|
|
(23,976)
|
Payment of debt
issuance costs
|
(2)
|
|
—
|
Net cash used in
financing activities
|
(8,686)
|
|
(24,314)
|
|
|
|
|
Effect of exchange
rate changes on cash, cash equivalents and restricted
cash
|
1,092
|
|
(1,030)
|
|
|
|
|
Net decrease in
cash, cash equivalents and restricted cash
|
(39,405)
|
|
(79,535)
|
Cash, cash
equivalents and restricted cash, beginning of period
|
246,468
|
|
292,825
|
Cash, cash
equivalents and restricted cash, end of period
|
$
207,063
|
|
$
213,290
|
Definitions of Key Operating Metrics
Total Gross Bookings and Private Jet Gross
Bookings. We define Total Gross Bookings as the total
gross spend by our members and customers on all private jet flight
services under our member programs and charter offerings, all group
charter flights, which are charter flights with 15 or more
passengers ("Group Charter Flights"), and all cargo flight services
("Cargo Services"). We believe Total Gross Bookings provides useful
information about the scale of the overall global aviation
solutions that we provide our members and customers.
We define Private Jet Gross Bookings as the total gross spend by
our members and customers on all private jet flight services under
our member programs and charter offerings (excluding Group Charter
Flights and Cargo Services). We believe Private Jet Gross Bookings
provides useful information about the aggregate amount our members
and customers spend with Wheels Up versus our competitors.
For each of Total Gross Bookings and Private Jet Gross Bookings,
the total gross spend by our members and customers is the amount
invoiced to the member or customer and includes the cost of the
flight and related services, such as catering, ground
transportation, certain taxes, fees and surcharges. We use Total
Gross Bookings and Private Jet Gross Bookings to provide useful
information for historical period-to-period comparisons of our
business and to identify trends, including relative to our
competitors. Our calculation of Total Gross Bookings and Private
Jet Gross Bookings may not be comparable to similarly titled
measures reported by other companies.
In Wheels Up's Annual Report on Form 10-K for the year ended
December 31, 2023 and Quarterly
Reports on Form 10-Q for each of the three months ended
March 31, 2024 and June 30, 2024, as well as certain other earnings
materials furnished in connection therewith, "Total Private Jet
Flight Transaction Value" and "Total Flight Transaction Value" were
presented as non-GAAP financial measures, and "Total Private Jet
Flight Transaction Value per Live Flight Leg" was presented as a
key operating metric. To improve the clarity of our reports filed
with the SEC and to use comparable terminology to other
registrants, beginning with our Quarterly Report on Form 10-Q
for the three months ended September 30, 2024, we
relabeled "Total Private Jet Flight Transaction Value," "Total
Flight Transaction Value" and "Total Private Jet Flight Transaction
Value per Live Flight Leg" as Private Jet Gross Bookings, Total
Gross Bookings and Private Jet Gross Bookings per Live Flight Leg,
respectively. In addition, we now present Private Jet Gross
Bookings and Total Gross Bookings as key operating metrics given
their usage. We will no longer present Private Jet Charter FTV or
Other Charter FTV, which were included in such past filings.
Live Flight Legs. We define Live Flight Legs as the
number of completed one-way revenue generating private jet flight
legs in the applicable period, excluding empty repositioning legs
and owner legs related to aircraft under management. We believe
Live Flight Legs is a useful metric to measure the scale and usage
of our platform and our ability to generate Flight revenue.
Private Jet Gross Bookings per Live Flight Leg. We
use Private Jet Gross Bookings per Live Flight Leg to measure the
average gross spend by our members and customers on all private jet
flight services under our member programs and charter offerings
(excluding Group Charter Flights and Cargo Services) for each Live
Flight Leg.
Utility. We define Utility for the applicable period as
the total revenue generating flight hours flown on our controlled
aircraft fleet, excluding empty repositioning legs, divided by the
monthly average number of available aircraft in our controlled
aircraft fleet. Utility is expressed as a monthly average. We
measure the revenue generating flight hours for a given flight on
our controlled aircraft as the actual flight time from takeoff to
landing. We determine the number of aircraft in our controlled
aircraft fleet available for revenue generating flights at the end
of the applicable month and exclude aircraft then classified as
held for sale. We use Utility to measure the efficiency of our
operations, our ability to generate a return on our assets and the
impact of our fleet modernization strategy.
Active Users. We define Active Users as the unique
non-member customers who completed a revenue generating flight at
least once in the applicable period, excluding wholesale flight
activity, plus all members as of the end of the applicable period.
While a unique member or non-member customer can complete multiple
revenue generating flights on our platform in a given period, that
unique member or non-member customer is counted as only one Active
User. We use Active Users to assess the adoption of our platform
and frequency of transactions, which are key factors in our
penetration of the market in which we operate and our ability to
generate revenue.
Completion Rate. We define Completion Rate as the
percentage of total scheduled flights operated and completed,
excluding customer-initiated flight cancellations.
On-Time Performance (D-60). We define On-Time
Performance (D-60) as the percentage of total flights flown that
departed within 60 minutes of the scheduled time, inclusive of air
traffic control, weather, maintenance and customer delays,
excluding all cancelled flights.
For the three months ended March 31,
2025, we changed the presentation of Completion Rate and
On-Time Performance (D-60) to include wholesale flight activity,
which we believe better aligns those publicly reported key
operating metrics to certain information that we use internally to
evaluate our operations, and also to better align such metrics to
Live Flight Legs, which includes wholesale flights. Completion Rate
and On-Time Performance (D-60) for the three months ended
March 31, 2025 and 2024 reported in
the table above includes wholesale flight activity, which was
previously excluded from such key operating metrics in the
Company's filings with the SEC beginning with the Company's Annual
Report on Form 10-K for the year ended December 31, 2023 through and including the
Annual Report. Completion Rate and On-Time Performance (D-60)
reported in the Company's previously filed Quarterly Report on Form
10-Q for the three months ended March 31,
2024, which excluded wholesale flight activity, were 98% and
87%, respectively.
Definitions of Non-GAAP Financial Measures
Adjusted EBITDA and Adjusted EBITDAR. We calculate
Adjusted EBITDA as Net income (loss) adjusted for (i) Interest
income (expense), (ii) Income tax expense, (iii) Depreciation and
amortization, (iv) Equity-based compensation expense, (v)
Acquisition and integration related expenses and (vi) other items
not indicative of our ongoing operating performance, including but
not limited to, restructuring charges. We calculate Adjusted
EBITDAR as Adjusted EBITDA, as further adjusted for aircraft lease
costs.
We include Adjusted EBITDA and Adjusted EBITDAR as supplemental
measures for assessing operating performance, to be used in
conjunction with bonus program target achievement determinations,
strategic internal planning, annual budgeting, allocating resources
and making operating decisions, and to provide useful information
for historical period-to-period comparisons of our business, as
each measure removes the effect of certain non-cash expenses and
other items not indicative of our ongoing operating
performance.
Adjusted EBITDAR is included as a supplemental measure, because
we believe it provides an alternate presentation to adjust for the
effects of financing in general and the accounting effects of
capital spending and acquisitions of aircraft, which may be
acquired outright, acquired subject to acquisition debt, including
under the Revolving Equipment Notes Facility, by capital lease or
by operating lease, each of which may vary significantly between
periods and results in a different accounting presentation.
Adjusted Contribution and Adjusted Contribution
Margin. We calculate Adjusted Contribution as Gross
profit (loss) excluding Depreciation and amortization and adjusted
further for equity-based compensation included in Cost of revenue
and other items included in Cost of revenue that are not indicative
of our ongoing operating performance. Adjusted Contribution Margin
is calculated by dividing Adjusted Contribution by total
revenue.
We include Adjusted Contribution and Adjusted Contribution
Margin as supplemental measures for assessing operating performance
and for the following: to be used to understand our ability to
achieve profitability over time through scale and leveraging costs;
and to provide useful information for historical period-to-period
comparisons of our business and to identify trends.
Reconciliations of Non-GAAP Financial
Measures
|
Adjusted EBITDA and
Adjusted EBITDAR
|
|
The following tables
reconcile Adjusted EBITDA and Adjusted EBITDAR to Net loss, which
is the most directly comparable GAAP measure (in
thousands):
|
|
|
Three Months Ended
March 31,
|
|
2025
|
|
2024
|
Net
loss
|
$
(99,313)
|
|
$
(97,393)
|
Add back
(deduct)
|
|
|
|
Interest
expense
|
19,880
|
|
14,555
|
Interest
income
|
(1,148)
|
|
(56)
|
Income tax (benefit)
expense
|
78
|
|
(114)
|
Other (income) expense,
net
|
(301)
|
|
129
|
Depreciation and
amortization
|
20,210
|
|
15,395
|
Change in fair value of
warrant liability
|
—
|
|
28
|
Gain on
divestiture
|
—
|
|
(3,403)
|
(Gain) loss on disposal
of assets, net
|
(3,289)
|
|
1,963
|
Equity-based
compensation expense
|
12,661
|
|
11,211
|
Integration and
transformation expense(1)
|
1,183
|
|
—
|
Fleet modernization
expense(2)
|
5,147
|
|
—
|
Restructuring
charges(3)
|
—
|
|
2,144
|
Atlanta Member
Operations Center set-up expense(4)
|
—
|
|
3,023
|
Certificate
consolidation expense(5)
|
—
|
|
1,138
|
Other(6)
|
20,742
|
|
2,151
|
Adjusted
EBITDA
|
$
(24,150)
|
|
$
(49,229)
|
Aircraft lease
costs(7)
|
$
5,358
|
|
$
8,143
|
Adjusted
EBITDAR
|
$
(18,792)
|
|
$
(41,086)
|
__________________
|
(1)
|
Consists of expenses
associated with the Company's global integration efforts, including
charges for employee separation programs and third-party advisor
costs.
|
(2)
|
Consists of expenses
incurred in connection with the execution of our fleet
modernization strategy first announced in October 2024, which
primarily includes expenses associated with transitioning the
Embraer Phenom 300 series and Bombardier Challenger 300 series
aircraft to our operations and pilot training programs aligned to
our fleet modernization strategy.
|
(3)
|
Includes charges for
contract termination fees and employee separation programs as part
of our cost reduction and strategic business
initiatives.
|
(4)
|
Consists of expenses
associated with establishing the Atlanta Member Operations Center
and its operations primarily including redundant operating expenses
during the transition period, relocation expenses for employees and
costs associated with onboarding new employees. The Atlanta Member
Operations Center began operating on May 15, 2023.
|
(5)
|
Consists of expenses
incurred to execute the consolidation of our FAA operating
certificates primarily including pilot training and retention
programs and consultancy fees associated with planning and
implementing the consolidation process.
|
(6)
|
For the three months
ended March 31, 2025, primarily includes a $20.2 million non-cash
pre-tax right-of-use asset impairment charge associated with
vacating our former New York City corporate office space for a
smaller, centralized location and related on-going lease costs for
the vacated space while we seek a sublease tenant. For the three
months ended March 31, 2024, includes (i) collections of certain
aged receivables which were added back to Net Loss in the
reconciliation presented for the twelve months ended December 31,
2022, (ii) reserves and/or write-off of certain aged receivables
associated with the aircraft management business which was divested
on September 30, 2023, and (iii) expenses associated with ongoing
litigation matters.
|
(7)
|
Aircraft lease costs
are reflected in Cost of revenue on the condensed consolidated
statement of operations for the applicable period.
|
Refer to "Supplemental Expense Information" below, for further
information.
Adjusted
Contribution and Adjusted Contribution Margin
|
|
The following tables
reconcile Adjusted Contribution to Gross profit (loss), which is
the most directly comparable GAAP measure (in
thousands):
|
|
|
Three Months Ended
March 31,
|
|
2025
|
|
2024
|
Revenue
|
$
177,530
|
|
$
197,101
|
Less: Cost of
revenue
|
(158,424)
|
|
(198,260)
|
Less: Depreciation and
amortization
|
(20,210)
|
|
(15,395)
|
Gross profit
(loss)
|
(1,104)
|
|
(16,554)
|
Gross
margin
|
(0.6) %
|
|
(8.4) %
|
Add
back:
|
|
|
|
Depreciation and
amortization
|
20,210
|
|
15,395
|
Equity-based
compensation expense in cost of revenue
|
78
|
|
746
|
Integration and
transformation expense in cost of revenue(1)
|
363
|
|
—
|
Fleet modernization
expense in cost of revenue(2)
|
3,057
|
|
—
|
Atlanta Member
Operations Center set-up expense in cost of
revenue(3)
|
—
|
|
1,402
|
Certificate
consolidation expense in cost of revenue(4)
|
—
|
|
1,026
|
Other in cost of
revenue(5)
|
(163)
|
|
—
|
Adjusted
Contribution
|
$
22,441
|
|
$
2,015
|
Adjusted
Contribution Margin
|
12.6 %
|
|
1.0 %
|
__________________
|
(1)
|
Consists of expenses
associated with the Company's global integration efforts including
charges for employee separation programs.
|
(2)
|
Consists of expenses
incurred in connection with the execution of our fleet
modernization strategy first announced in October 2024, which
primarily includes expenses associated with transitioning the
Embraer Phenom 300 series aircraft to our operations and pilot
training programs aligned to our fleet modernization
strategy.
|
(3)
|
Consists of expenses
associated with establishing the Atlanta Member Operations Center
and its operations primarily including redundant operating expenses
during the transition period, relocation expenses for employees and
costs associated with onboarding new employees. The Atlanta Member
Operations Center began operating on May 15, 2023.
|
(4)
|
Consists of expenses
incurred to execute the consolidation of our FAA operating
certificates primarily including pilot training and retention
programs and consultancy fees associated with planning and
implementing the consolidation process.
|
(5)
|
Consists of amounts
recovered on Parts and supplies inventory reserved during prior
periods related to Parts and supplies inventory deemed in excess
after revision of future business needs associated with strategic
business initiatives, including fleet modernization.
|
Supplemental Revenue
Information
|
|
|
Three Months Ended
March 31,
|
|
Change
in
|
2025
|
|
2024
|
|
$
|
|
%
|
Membership
|
$
9,189
|
|
$
16,854
|
|
$
(7,665)
|
|
(45) %
|
Flight
|
147,568
|
|
150,929
|
|
(3,361)
|
|
(2) %
|
Other
|
20,773
|
|
29,318
|
|
(8,545)
|
|
(29) %
|
Total
|
$
177,530
|
|
$
197,101
|
|
$
(19,571)
|
|
(10) %
|
Supplemental Expense
Information
|
|
(In
thousands)
|
Three Months Ended
March 31, 2025
|
Cost of
revenue
|
|
Technology
and
development
|
|
Sales and
marketing
|
|
General and
administrative
|
|
Total
|
Equity-based
compensation expense
|
$
78
|
|
$
434
|
|
$
241
|
|
$
11,908
|
|
$
12,661
|
Integration and
transformation
|
363
|
|
—
|
|
500
|
|
320
|
|
1,183
|
Fleet modernization
expense
|
3,057
|
|
—
|
|
72
|
|
2,018
|
|
5,147
|
Other
|
(163)
|
|
—
|
|
—
|
|
20,905
|
|
20,742
|
|
(In
thousands)
|
Three Months Ended
March 31, 2024
|
Cost of
revenue
|
|
Technology
and
development
|
|
Sales and
marketing
|
|
General and
administrative
|
|
Total
|
Equity-based
compensation expense
|
$
746
|
|
$
283
|
|
$
135
|
|
$
10,047
|
|
$
11,211
|
Restructuring
charges
|
—
|
|
—
|
|
1,597
|
|
547
|
|
2,144
|
Atlanta Member
Operations Center set-
up expense
|
1,402
|
|
—
|
|
—
|
|
1,621
|
|
3,023
|
Certificate
consolidation expense
|
1,026
|
|
—
|
|
—
|
|
112
|
|
1,138
|
Other
|
—
|
|
—
|
|
—
|
|
2,151
|
|
2,151
|
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SOURCE Wheels Up