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    Wheels Up Announces Record Revenue for Fourth Quarter 2022

    3/9/23 8:30:00 AM ET
    $UP
    Transportation Services
    Consumer Discretionary
    Get the next $UP alert in real time by email

    Leveraging strong foundation for future profitability and growth

    NEW YORK, March 9, 2023 /PRNewswire/ -- Wheels Up Experience Inc. (NYSE:UP) today announced financial results for the fourth quarter, which ended December 31, 2022.

    Wheels Up (PRNewsfoto/Wheels Up)

    Fourth Quarter 2022 Highlights

    • Revenue increased 18% year-over-year to $408 million
    • Active Members increased 5% year-over-year to 12,661 in total
    • Live Flight Legs decreased 5% year-over-year to 19,308 in total
    • Net loss increased $162 million year-over-year, primarily driven by a non-cash impairment charge of $132 million, to $239 million
    • Adjusted EBITDA improved by $3 million year-over-year to a loss of $44 million

    "Wheels Up has a strong foundation of revenue backed by loyal customers who continue to spend at significant levels with us. Over the past decade, our team has proven that we can deliver robust growth with record revenue of $1.6 billion in 2022," said Chairman and CEO Kenny Dichter. "With that strong base of business, our focus is now on delivering world-class service profitably."

    "Our strong top line and our iconic brand are huge advantages for us," said CFO Todd Smith. "Our focus remains on executing to deliver substantial progress in 2023 to achieve positive Adjusted EBITDA in 2024."

    Recent Initiatives

    • Announced $30 million of expected annualized cost savings from headcount reductions that are consistent with previously communicated path to positive Adjusted EBITDA in 2024.
    • Introduced a global, integrated sales approach to better leverage the combined Wheels Up and Air Partner commercial teams and focus incremental demand on higher-margin segments of our product portfolio. In conjunction, the company announced that Mark Briffa will assume the role of Chief Commercial Officer.
    • Advancing FAA Operating Certificate consolidation to improve the efficiency of our operations. Related to that initiative, the Company recently consolidated the Alante operation and sold the associated certificate.
    • Expecting to open new, integrated Member Operations Center in Atlanta, Georgia at mid-year to drive improved customer communications and service.

    Financial and Operating Highlights



    As of December 31,







    2022



    2021



    % Change

    Active Members(1)

    12,661



    12,040



    5 %















    Three Months Ended December 31,





    (In thousands, except percentages, Active Users,  Live Flight Legs and Flight

    revenue per Live Flight Leg)

    2022



    2021



    % Change

    Active Users(1)

    13,846



    12,543



    10 %

    Live Flight Legs(1)

    19,308



    20,296



    (5) %

    Flight revenue per Live Flight Leg

    $             14,178



    $             12,428



    14 %

    Revenue

    $           408,257



    $           345,044



    18 %

    Net loss

    $          (238,910)



    $            (76,608)



    212 %

    Adjusted EBITDA(1)

    $            (43,705)



    $            (46,296)



    6 %















    Twelve Months Ended December 31,





    (In thousands, except percentages)

    2022



    2021



    % Change

    Revenue

    $       1,579,760



    $       1,194,259



    32 %

    Net loss

    $         (507,547)



    $         (197,230)



    157 %

    Adjusted EBITDA(1)

    $         (185,251)



    $           (87,366)



    (112) %



    (1) For information regarding Wheels Up's use and definition of this measure see "Definitions of Key Operating Metrics and Non-GAAP Financial Measures" and "Reconciliations of Non-GAAP Financial Measures" sections herein.

    For the fourth quarter:

    • Active Members increased 5% year-over-year to 12,661 driven by new member sales and strong membership retention.
    • Active Users increased 10% year-over-year to 13,846 primarily driven by the growth in Active Members and the acquisition of Air Partner.
    • Live Flight Legs decreased by 5% year-over-year to 19,308 as a result of lower flight legs per member during the fourth quarter of 2022.
    • Flight revenue per Live Flight Leg increased 14% year-over-year to $14,178, and up 19% year-over-year excluding Air Partner[1], primarily as a result of our program changes, which included higher pricing and the introduction of a fuel surcharge.
    • Revenue increased 18% year-over-year driven by higher flight revenue, aircraft sales and the acquisition of Air Partner.
    • Net loss increased by $162.3 million year-over-year primarily as a result of non-cash goodwill impairment charges of $132.0 million in the fourth quarter of 2022, primarily driven by movements in the discount rate. In addition, operating expenses were higher, including higher technology spend, interest expense, and bad debt charges associated with certain historical receivables.
    • Adjusted EBITDA loss of $43.7 million decreased $2.6 million year-over-year.

    ___________________________________________

    1

    The growth of Flight revenue per Live Flight Leg excludes Air Partner Live Flight Legs and Flight revenue, which is reported on a net revenue basis. This metric is provided for comparison purposes to show the underlying performance of Wheels Up.

     

    Webcast and Conference Call Information

    A conference call with management will be held today at 10:00 am ET. To access a live webcast of the conference call and supporting presentation materials, please click on the Wheels Up investor site (www.wheelsup.com/investors). This earnings press release and any supporting materials will be available on the Company's investor relations website. We also provide announcements regarding the Company's financial performance, including U.S. Securities and Exchange Commission (the "SEC") filings, investor events, press and earnings releases, and blogs, on the investor relations website.

    About Wheels Up

    Wheels Up is a leading provider of on-demand private aviation in the U.S. and one of the largest private aviation companies in the world. Wheels Up offers a complete global aviation solution with a large, modern and diverse fleet, backed by an uncompromising commitment to safety and service. Customers can access membership programs, charter, aircraft management services and whole aircraft sales — as well as unique commercial travel benefits through a strategic partnership with Delta Air Lines. The Wheels Up Services brands also offer freight, safety & security solutions and managed services to individuals, industry, government and civil organizations.

    Wheels Up is guided by the mission to connect flyers to private aircraft—and one another—and deliver exceptional, personalized experiences. Powered by a global private aviation marketplace connecting its base of over 12,000 members and customers to a network of more than 1,500 safety-vetted and verified private aircraft, Wheels Up is widening the aperture of private travel for millions of consumers globally. With the Wheels Up mobile app, members and customers have the digital convenience to search, book and fly.

    Cautionary Statement Regarding Forward-Looking Statements

    This press release contains certain "forward-looking statements" within the meaning of the federal securities laws. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, 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", or "we", "us", or "our"), 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 the expectations, hopes, beliefs, intentions or strategies of Wheels Up regarding the future, including, without limitation, statements regarding: (i) the size, demands and growth potential of the markets for Wheels Up's products and services and Wheels Up's ability to serve those markets; (ii) the degree of market acceptance and adoption of Wheels Up's products and services; (iii) Wheels Up's ability to develop innovative products and services and compete with other companies engaged in the private aviation industry; (iv) Wheels Up's ability to attract and retain customers; (v) the impact of Wheels Up's cost reduction efforts on its business and results of operations, including the timing and magnitude of such expected reductions and any associated expenses; (vi) Wheels Up's ability to maintain cost discipline and achieve positive Adjusted EBITDA pursuant to the schedule that it has announced; (vii) Wheels Up's liquidity, future cash flows, acquisition activities, measures intended to increase Wheels Up's operational efficiency and certain restrictions related to our debt obligations; and (viii) general economic and geopolitical conditions, including due to fluctuations in interest rates, inflation, foreign currencies, consumer and business spending decisions, and general levels of economic activity. In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," continue," "could," "estimate," "expect," "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. Additional factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in the Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC by Wheels Up on March 10, 2022, and in the Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 filed by Wheels Up with the SEC on November 9, 2022. In addition, these risks and uncertainties include, among other things, the risk that the restructuring costs and charges announced by the Company on March 1, 2023 may be greater than anticipated; the risk that the Company's restructuring efforts may adversely affect the Company's internal programs and the Company's ability to recruit and retain skilled and motivated personnel, and may be distracting to employees and management; the risk that the Company's restructuring efforts may negatively impact the Company's business operations and reputation with or ability to serve its members and/or customers and the risk that the Company's restructuring efforts may not generate their intended benefits to the extent or as quickly as anticipated. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and Wheels Up undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, changes in expectations, future events or otherwise. Wheels Up's filings with the SEC identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. We do not give any assurance that Wheels Up will achieve its expectations.

    Use of Non-GAAP Financial Measures

    This press release includes certain non-GAAP financial measures such as Adjusted EBITDA, Adjusted Contribution, Adjusted Contribution Margin and Adjusted EBITDA Margin. These non-GAAP financial measures are an addition, and not a substitute for or superior to, measures of financial performance prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") and should not be considered as an alternative to net income (loss), operating income (loss) or any other performance measures derived in accordance with GAAP. Reconciliations of non-GAAP financial measures to their most directly comparable GAAP counterparts are included in the "Reconciliations of Non-GAAP Financial Measures" section herein to this earnings press release. Wheels Up believes that these non-GAAP financial measures of financial results provide useful supplemental information to investors about Wheels Up. However, there are a number of limitations related to the use of these non-GAAP financial measures and their nearest GAAP equivalents, including that they exclude significant expenses that are required by GAAP to be recorded in Wheels Up's financial measures. In addition, other companies may calculate non-GAAP financial measures differently, or may use other measures to calculate their financial performance, and therefore, Wheels Up's non-GAAP financial measures may not be directly comparable to similarly titled measures of other companies. 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 Key Operating Metrics and Non-GAAP Financial Measures" and "Reconciliations of Non-GAAP Financial Measures" included at the end of this earnings press release.

    Contacts

    Investors:

    [email protected]

    Media:

    [email protected]

    WHEELS UP EXPERIENCE INC.

    CONDENSED CONSOLIDATED BALANCE SHEETS

    (Unaudited, in thousands, except share data)





    December 31, 2022



    December 31, 2021

    ASSETS







    Current assets:







    Cash and cash equivalents

    $                 585,881



    $                 784,574

    Accounts receivable, net

    112,383



    79,403

    Other receivables

    5,524



    8,061

    Parts and supplies inventories, net

    29,000



    9,410

    Aircraft inventory

    24,826



    —

    Aircraft held for sale

    8,952



    18,101

    Prepaid expenses

    39,715



    21,789

    Other current assets

    13,338



    11,736

    Total current assets

    819,619



    933,074

    Property and equipment, net

    394,559



    317,836

    Operating lease right-of-use assets

    106,735



    108,582

    Goodwill

    396,118



    437,398

    Intangible assets, net

    141,765



    146,959

    Restricted cash

    34,272



    2,148

    Other non-current assets

    78,157



    35,067

    Total assets

    $              1,971,225



    $              1,981,064

    LIABILITIES AND EQUITY







    Current liabilities:







    Current maturities of long-term debt

    $                   27,006



    $                         —

    Accounts payable

    43,166



    43,672

    Accrued expenses

    148,947



    107,153

    Deferred revenue, current

    1,075,133



    933,527

    Operating lease liabilities, current

    29,945



    31,617

    Intangible liabilities, current

    2,000



    2,000

    Other current liabilities

    18,023



    17,068

    Total current liabilities

    1,344,220



    1,135,037

    Long-term debt, net

    226,234



    —

    Deferred revenue, non-current

    1,742



    1,957

    Operating lease liabilities, non-current

    82,755



    83,461

    Warrant liability

    751



    10,268

    Intangible liabilities, non-current

    12,083



    14,083

    Other non-current liabilities

    3,520



    30

    Total liabilities

    1,671,305



    1,244,836

    Commitments and contingencies







    Equity:







    Class A common stock, $0.0001 par value; 2,500,000,000 authorized; 251,982,984 and

    245,834,569  shares issued and outstanding as of December 31, 2022 and December 31,

    2021, respectively

    25



    25

    Additional paid-in capital

    1,545,508



    1,450,839

    Accumulated deficit

    (1,227,873)



    (720,713)

    Accumulated other comprehensive loss

    (10,053)



    —

    Treasury stock, at cost, 2,644,415 and 0 shares, respectively

    (7,687)



    —

    Total Wheels Up Experience Inc. stockholders' equity

    299,920



    730,151

    Non-controlling interests

    —



    6,077

    Total equity

    299,920



    736,228

    Total liabilities and equity

    $              1,971,225



    $              1,981,064

     

    WHEELS UP EXPERIENCE INC.

    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

    (Unaudited, in thousands except share and per share data)





    Three Months Ended December

    Year Ended December 31,



    2022



    2021



    2022



    2021

    Revenue

    $           408,257



    $           345,044



    $        1,579,760



    $        1,194,259

















    Costs and expenses:















    Cost of revenue

    395,627



    344,442



    1,540,325



    1,117,633

    Technology and development

    14,804



    9,761



    57,240



    33,579

    Sales and marketing

    29,349



    24,225



    117,110



    80,071

    General and administrative

    53,331



    36,887



    183,531



    113,331

    Depreciation and amortization

    19,074



    13,246



    65,936



    54,198

    Gain on sale of aircraft held for sale

    (425)



    (1,275)



    (4,375)



    (1,275)

    Impairment of goodwill

    132,000



    —



    132,000



    —

    Total costs and expenses

    643,760



    427,286



    2,091,767



    1,397,537

















    Loss from operations

    (235,503)



    (82,242)



    (512,007)



    (203,278)

















    Other income (expense):















    Change in fair value of warrant liability

    1,251



    5,680



    9,516



    17,951

    Loss on extinguishment of debt

    —



    —



    —



    (2,379)

    Interest income

    2,058



    28



    3,670



    53

    Interest expense

    (7,515)



    (16)



    (7,515)



    (9,519)

    Other expense, net

    464



    —



    (1,041)



    —

    Total other income (expense)

    (3,742)



    5,692



    4,630



    6,106

















    Loss before income taxes

    (239,245)



    (76,550)



    (507,377)



    (197,172)

















    Income tax expense

    335



    (58)



    (170)



    (58)

















    Net loss

    (238,910)



    (76,608)



    (507,547)



    (197,230)

    Less: net income (loss) attributable to non-

    controlling interests

    —



    (654)



    (387)



    (7,210)

    Net loss attributable to Wheels Up Experience Inc.

    $         (238,910)



    $           (75,954)



    $         (507,160)



    $         (190,020)

















    Net loss per share of Class A common stock:















    Basic

    $               (0.96)



    $               (0.31)



    $               (2.06)



    $               (0.93)

    Diluted

    $               (0.96)



    $               (0.31)



    $               (2.06)



    $               (0.93)

















    Weighted-average shares of Class A common

    stock outstanding:















    Basic

    247,834,303



    245,370,685



    245,672,099



    204,780,896

    Diluted

    247,834,303



    245,370,685



    245,672,099



    204,780,896

     

    WHEELS UP EXPERIENCE INC.

    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

    (Unaudited, in thousands)





    Year Ended December 31,



    2022



    2021

    OPERATING ACTIVITIES:







    Net loss

    $        (507,547)



    $        (197,230)

    Adjustments to reconcile net loss to net cash (used in) provided by operating activities:







    Depreciation and amortization

    65,936



    54,198

    Amortization of deferred financing costs and debt discount

    766



    618

    Equity-based compensation

    88,979



    49,673

    Change in fair value of warrant liability

    (9,517)



    (17,951)

    Provision for expected credit losses

    8,129



    3,264

    Loss on extinguishment of debt

    —



    2,379

    Gain on sale of aircraft held for sale

    (4,375)



    —

    Impairment of goodwill

    132,000



    —

    Other

    1,576



    —

    Changes in operating assets and liabilities, net of effects from acquisitions:







       Accounts receivable

    (23,946)



    (21,923)

       Other receivables

    2,537



    144

       Parts and supplies inventories

    (21,693)



    (3,418)

       Aircraft inventory

    (29,470)



    —

       Prepaid expenses

    (3,058)



    (11,360)

       Other non-current assets

    (41,555)



    (34,218)

       Operating lease liabilities, net

    (490)



    (1,949)

       Accounts payable

    (9,702)



    13,116

       Accrued expenses

    19,143



    14,616

       Deferred revenue

    103,313



    278,827

       Other assets and liabilities

    (1,715)



    (2,296)

    Net cash (used in) provided by operating activities

    (230,689)



    126,490









    INVESTING ACTIVITIES:







    Purchases of property and equipment

    (83,559)



    (15,234)

    Acquisition of businesses, net of cash acquired

    (75,093)



    7,844

    Purchases of aircraft held for sale

    (40,105)



    (31,669)

    Proceeds from sale of aircraft held for sale, net

    51,208



    13,568

    Capitalized software development costs

    (27,693)



    (13,179)

    Net cash provided by (used in) investing activities

    (175,242)



    (38,670)









    FINANCING ACTIVITIES:







    Proceeds from stock option exercises

    —



    2,107

    Purchase of shares for treasury

    (7,687)



    —

    Proceeds from Business Combination and PIPE Investment

    —



    656,304

    Transaction costs in connection with the Business Combination and PIPE Investment

    —



    (70,406)

    Proceeds from long-term debt, net of discount

    259,200



    —

    Repayments of long-term debt

    —



    (214,081)

    Loans to employees

    —



    102

    Payment of debt issuance costs

    (6,727)



    —

    Net cash provided by (used in) financing activities

    244,786



    374,026









    Effect of exchange rate changes on cash

    (5,424)



    —









    NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND

    RESTRICTED CASH

    (166,569)



    461,846

    CASH, CASH EQUIVALENTS AND RESTRICTED CASH BEGINNING OF PERIOD

    786,722



    324,876

    CASH, CASH EQUIVALENTS AND RESTRICTED CASH END OF PERIOD

    $          620,153



    $          786,722









    CASH PAID DURING THE PERIOD FOR:







    Interest

    $                   —



    $            11,661









    SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:







    Non-cash consideration issued for business acquisition of Mountain Aviation, LLC

    $                   —



    $            30,172

    Assumption of warrant liability in Business Combination

    $                   —



    $            28,219

    Definitions of Key Operating Metrics and Non-GAAP Financial Measures

    We report certain key financial measures that are not required by, or presented in accordance with, GAAP. These non-GAAP financial measures are an addition, and not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP and should not be considered as an alternative to any performance measures derived in accordance with GAAP. We believe that these non-GAAP financial measures of financial results provide useful supplemental information to investors, about Wheels Up. However, there are a number of limitations related to the use of these non-GAAP financial measures and their nearest GAAP equivalents, including that they exclude significant expenses that are required by GAAP to be recorded in Wheels Up's financial measures. In addition, other companies may calculate non-GAAP financial measures differently, or may use other measures to calculate their financial performance, and therefore, our non-GAAP financial measures may not be directly comparable to similarly titled measures of other companies.

    Definitions of Key Operating Metrics

    Active Members. We define Active Members as the number of Connect, Core, and Business membership accounts that generated membership revenue in a given period and are active as of the end of the reporting period. We use Active Members to assess the adoption of our premium offerings which is a key factor in our penetration of the market in which we operate and a key driver of membership and flight revenue.

    Active Users. We define Active Users as Active Members and jet card holders as of the reporting date plus unique non-member consumers who completed a revenue generating flight at least once in the given quarter and excludes wholesale flight activity. While a unique consumer can complete multiple revenue generating flights on our platform in a given period, that unique user 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 growth in revenue.

    Live Flight Legs. We define Live Flight Legs as the number of completed one-way revenue generating flight legs in a given period. The metric excludes empty repositioning legs and owner legs related to aircraft under management. We believe Live Flight Legs are a useful metric to measure the scale and usage of our platform, and our growth in flight revenue.

    Definitions of Non-GAAP Financial Measures

    Adjusted Contribution and Adjusted Contribution Margin. We calculate Adjusted Contribution as gross profit (loss) excluding depreciation and amortization and adjusted further for (i) equity-based compensation included in cost of revenue, (ii) acquisition and integration expense included in cost of revenue, (iii) restructuring expense in cost of revenue and (iv) 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. Adjusted Contribution and Adjusted Contribution Margin are used to understand our ability to achieve profitability over time through scale and leveraging costs. In addition, Adjusted Contribution and Adjusted Contribution Margin provides useful information for historical period-to-period comparisons of our business and to identify trends.

    Adjusted EBITDA. 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, (vi) public company readiness related expenses, (vii) restructuring charges, (viii) change in fair value of warrant liability, (ix) losses on the extinguishment of debt and (x) other items not indicative of our ongoing operating performance.

    We include Adjusted EBITDA because it is a supplemental measure used by our management team for assessing operating performance. Adjusted EBITDA is used in conjunction with bonus program target achievement determinations, strategic internal planning, annual budgeting, allocating resources and making operating decisions. In addition, Adjusted EBITDA provides useful information for historical period-to-period comparisons of our business, as it removes the effect of certain non-cash expenses and variable amounts.

    Reconciliations of Non-GAAP Financial Measures

    Adjusted Contribution and Adjusted Contribution Margin

    The following table reconciles Adjusted Contribution to gross profit (loss), which is the most directly comparable GAAP measure (in thousands, except percentages):



    Three Months Ended December 31,



    Twelve Months Ended December 31,



    2022



    2021



    2022



    2021

    Revenue

    $            408,257



    $            345,044



    $    1,579,760



    $         1,194,259

    Less: Cost of revenue

    (395,627)

    —

    (344,442)



    (1,540,325)



    (1,117,633)

    Less: Depreciation and amortization

    (19,074)

    —

    (13,246)



    (65,936)



    (54,198)

    Gross profit (loss)

    $            (6,444)



    $          (12,644)



    $      (26,501)



    $              22,428

    Gross margin

    (1.6) %



    (3.7) %



    (1.7) %



    1.9 %

    Add back:















    Depreciation and amortization

    19,074



    13,246



    65,936



    54,198

    Equity-based compensation expense in cost of revenue

    3,136



    3,762



    14,456



    4,541

    Acquisition and integration expense in cost of revenue

    2,410



    —



    3,060



    1,010

    Restructuring expense in cost of revenue

    34



    —



    34



    —

    Other(1)

    961



    —



    961



    —

    Adjusted Contribution

    $              19,171



    $                4,364



    $         57,946



    $              82,177

    Adjusted Contribution Margin

    4.7 %



    1.3 %



    3.7 %



    6.9 %

    __________________

    (1)  Related to a one-time charge for certain aged inventory.

     

    Adjusted EBITDA

    The following table reconciles Adjusted EBITDA to net loss, which is the most directly comparable GAAP measure (in thousands):



    Three Months Ended December 31,



    Twelve Months Ended December 31,



    2022



    2021



    2022



    2021

    Net income (loss)

    $        (238,910)



    $          (76,608)



    $           (507,547)



    $        (197,230)

    Add back (deduct)















    Interest expense

    7,515



    16



    7,515



    9,519

    Interest income

    (2,058)



    (28)



    (3,670)



    (53)

    Income tax expense

    (335)



    58



    170



    58

    Other expense, net

    (464)



    —



    1,041



    —

    Depreciation and amortization

    19,074



    13,246



    65,936



    54,198

    Equity-based compensation expense

    23,140



    19,005



    88,979



    49,673

    Public company readiness expense(1)

    —



    —



    —



    3,298

    Acquisition and integration expenses(2)

    5,177



    3,695



    21,269



    8,712

    Restructuring charges(3)

    4,215



    —



    10,380



    —

    Changes in fair value of warrant liability

    (1,251)



    (5,680)



    (9,516)



    (17,951)

    Loss on extinguishment of debt

    —



    —



    —



    2,379

    Corporate headquarters relocation expense

    —



    —



    —



    31

    Impairment of goodwill

    132,000



    —



    132,000



    —

    Other(4)

    8,192



    —



    8,192



    —

    Adjusted EBITDA

    $          (43,705)



    $          (46,296)



    $           (185,251)



    $          (87,366)

    __________________

    (1)

    Includes costs primarily associated with compliance, updated systems and consulting in advance of transitioning to a public company.

    (2)

    Consists mainly of system conversions, merging of operating certificates, re-branding costs and fees paid to external advisors in connection with strategic transactions.

    (3)

    During 2022, we recorded restructuring charges for employee separation programs following strategic business decisions.

    (4)

    Related to a one-time charge for certain aged receivables and inventory.

     

    The following tables reconcile Adjusted EBITDA to net loss, including the impact of reconciled items on individual income statement expense classifications (in thousands):



    Three Months Ended December 31, 2022

    GAAP as

    reported



    Equity-based

    compensation

    expense



    Acquisition

    and

    integration

    expense(1)



    Restructuring(2)



    Other(3)



    Non-GAAP

    Revenue

    $       408,257



















    $       408,257

























    Costs and expenses:























    Cost of revenue

    395,627



    (3,136)



    (2,410)



    (34)



    (961)



    389,086

    Technology and development

    14,804



    (1,133)



    —



    (591)



    —



    13,080

    Sales and marketing

    29,349



    (2,695)



    —



    (332)



    —



    26,322

    General and administrative

    53,331



    (16,176)



    (2,767)



    (3,258)



    (7,231)



    23,899

    Depreciation and amortization

    19,074



    —



    —



    —



    —



    19,074

    Gain on sale of aircraft

    (425)



    —



    —



    —



    —



    (425)

    Impairment of goodwill

    132,000



















    132,000

    Total costs and expenses:

    643,760



    (23,140)



    (5,177)



    (4,215)



    (8,192)



    603,036

























    Loss from operations

    (235,503)



    23,140



    5,177



    4,215



    8,192



    (194,779)

























    Other income (expense)























    Change in fair value of warrant liability

    1,251



    —



    —



    —



    —



    1,251

    Interest income

    2,058



    —



    —



    —



    —



    2,058

    Interest expense

    (7,515)



    —



    —



    —



    —



    (7,515)

    Other expense, net

    464



    —



    —



    —



    —



    464

    Total other income (expense)

    (3,742)



    —



    —



    —



    —



    (3,742)

























    Income tax expense

    335



















    335

























    Net loss

    $     (238,910)



















    (198,186)

























    Add back (deduct)























    Depreciation and amortization





















    19,074

    Impairment of goodwill





















    132,000

    Change in fair value of warrant liability





















    (1,251)

    Interest income





















    (2,058)

    Interest expense





















    7,515

    Other expense, net





















    (464)

    Income tax expense





















    (335)

    Adjusted EBITDA





















    $       (43,705)

    __________________

    (1)

    Consists mainly of system conversions, merging of operating certificates, re-branding costs and fees paid to external advisors in connection with strategic transactions.

    (2)

    During 2022, we recorded restructuring charges for employee separation programs following strategic business decisions.

    (3)

    Related to a one-time charge for certain aged receivables and inventory.

     



    Three Months Ended December 31, 2021

    GAAP as

    reported



    Equity-based

    compensation

    expense



    Acquisition and

    integration

    expense(1)



    Non-GAAP

    Revenue

    $             345,044



    $                     —



    $                     —



    $             345,044

















    Costs and expenses:















    Cost of revenue

    344,442



    (3,762)



    —



    340,680

    Technology and development

    9,761



    (534)



    —



    9,227

    Sales and marketing

    24,225



    (2,284)



    —



    21,941

    General and administrative

    36,887



    (12,425)



    (3,695)



    20,767

    Depreciation and amortization

    13,246



    —



    —



    13,246

    Gain on sale of aircraft

    (1,275)



    —



    —



    (1,275)

    Total costs and expenses:

    427,286



    (19,005)



    (3,695)



    404,586

















    Loss from operations

    (82,242)



    19,005



    3,695



    (59,542)

















    Other (expense) income















    Change in fair value of warrant liability

    5,680



    —



    —



    5,680

    Interest income

    28



    —



    —



    28

    Interest expense

    (16)



    —



    —



    (16)

    Total other income

    5,692



    —



    —



    5,692

















    Income tax expense

    $                   (58)











    (58)

















    Net loss

    $             (76,608)











    (53,908)

















    Add back (deduct)















    Depreciation and amortization













    13,246

    Change in fair value of warrant liability













    (5,680)

    Interest income













    (28)

    Interest expense













    16

    Income tax expense













    58

    Adjusted EBITDA













    $             (46,296)

    __________________

    (1)

    Consists mainly of system conversions, merging of operating certificates, re-branding costs and fees paid to external advisors in connection with strategic transactions.

     



    Twelve Months Ended December 31, 2022

    GAAP as

    reported



    Equity-based

    compensation

    expense



    Acquisition

    and

    integration

    expense(1)



    Restructuring

    charges(2)



    Other(3)



    Non-GAAP

    Revenue

    $    1,579,760



















    $    1,579,760

























    Costs and expenses:























    Cost of revenue

    1,540,325



    (14,456)



    (3,060)



    (34)



    (961)



    1,521,814

    Technology and development

    57,240



    (3,180)







    (591)







    53,469

    Sales and marketing

    117,110



    (11,009)







    (332)







    105,769

    General and administrative

    183,531



    (60,334)



    (18,209)



    (9,423)



    (7,231)



    88,334

    Depreciation and amortization

    65,936



















    65,936

    Gain on sale of aircraft

    (4,375)



















    (4,375)

    Impairment of goodwill

    132,000



















    132,000

    Total costs and expenses:

    2,091,767



    (88,979)



    (21,269)



    (10,380)



    (8,192)



    1,873,968

























    Loss from operations

    (512,007)



    88,979



    21,269



    10,380



    8,192



    (383,187)

























    Other (expense) income























    Change in fair value of warrant liability

    9,516



    —



    —



    —



    —



    9,516

    Interest income

    3,670



    —



    —



    —



    —



    3,670

    Interest expense

    (7,515)



    —



    —



    —



    —



    (7,515)

    Other expense, net

    (1,041)



    —



    —



    —



    —



    (1,041)

    Total other expense

    4,630



    —



    —



    —



    —



    4,630

























    Income tax expense

    (170)



















    (170)

























    Net loss

    $     (507,547)



















    (378,727)

























    Add back (deduct)























    Depreciation and amortization





















    65,936

    Impairment of goodwill





















    132,000

    Change in fair value of warrant liability





















    (9,516)

    Interest income





















    (3,670)

    Interest expense





















    7,515

    Other expense, net





















    1,041

    Income tax expense





















    170

    Adjusted EBITDA





















    $     (185,251)

    __________________

    (1)

    Consists mainly of system conversions, merging of operating certificates, re-branding costs and fees paid to external advisors in connection with strategic transactions.

    (2)

    During 2022, we recorded restructuring charges for employee separation programs following strategic business decisions.

    (3)

    Related to a one-time charge for certain aged receivables and inventory.

     



    Twelve Months Ended December 31, 2021

    GAAP as

    reported



    Equity-based

    compensation

    expense



    Public

    company

    readiness

    expense(1)



    Acquisition

    and

    integration

    expense(2)



    Corporate

    headquarters

    relocation

    expense



    Non-GAAP

    Revenue

    $    1,194,259



    —



    —



    —



    —



    $    1,194,259

























    Costs and expenses:























    Cost of revenue

    1,117,633



    (4,541)



    —



    (1,010)



    —



    1,112,082

    Technology and development

    33,579



    (1,340)



    —



    —



    —



    32,239

    Sales and marketing

    80,071



    (5,185)



    (781)



    —



    —



    74,105

    General and administrative

    113,331



    (38,607)



    (2,517)



    (7,702)



    (31)



    64,474

    Depreciation and amortization

    54,198



    —



    —



    —



    —



    54,198

    Gain on sale of aircraft

    (1,275)



    —



    —



    —



    —



    (1,275)

    Total costs and expenses:

    1,397,537



    (49,673)



    (3,298)



    (8,712)



    (31)



    1,335,823

























    Loss from operations

    (203,278)



    49,673



    3,298



    8,712



    31



    (141,564)

























    Other (expense) income























    Loss on extinguishment of debt

    (2,379)



    —



    —



    —



    —



    (2,379)

    Change in fair value of warrant liability

    17,951



    —



    —



    —



    —



    17,951

    Interest income

    53



    —



    —



    —



    —



    53

    Interest expense

    (9,519)



    —



    —



    —



    —



    (9,519)

    Total other income

    6,106



    —



    —



    —



    —



    6,106

























    Income tax expense

    $             (58)



















    (58)

























    Net loss

    $     (197,230)



















    (135,516)

























    Add back (deduct)























    Depreciation and amortization





















    54,198

    Loss on extinguishment of debt





















    2,379

    Change in fair value of warrant liability





















    (17,951)

    Interest income





















    (53)

    Interest expense





















    9,519

    Income tax expense





















    58

    Adjusted EBITDA





















    $       (87,366)

    __________________

    (1)

    Includes costs primarily associated with compliance, updated systems and consulting in advance of transitioning to a public company.

    (2)

    Consists mainly of system conversions, merging of operating certificates, re-branding costs and fees paid to external advisors in connection with strategic transactions.

     

    Supplemental Revenue Information

    (In thousands, except percentages)

    Three Months Ended December 31,



    Change in

    2022



    2021



    $



    %

    Flight

    $           273,743



    $           252,230



    $           21,513



    9 %

    Membership

    23,056



    20,448



    2,608



    13 %

    Aircraft management

    61,846



    66,425



    (4,579)



    (7) %

    Other

    49,612



    5,941



    43,671



    735 %

    Total

    $           408,257



    $           345,044



    $           63,213



    18 %





    (In thousands, except percentages)

    Twelve Months Ended December 31,



    Change in

    2022



    2021



    $



    %

    Flight

    $        1,073,094



    $           873,724



    $         199,370



    23 %

    Membership

    90,132



    69,592



    20,540



    30 %

    Aircraft management

    242,032



    225,265



    16,767



    7 %

    Other

    174,502



    25,678



    148,824



    580 %

    Total

    $        1,579,760



    $        1,194,259



    $         385,501



    32 %

     

    Cision View original content to download multimedia:https://www.prnewswire.com/news-releases/wheels-up-announces-record-revenue-for-fourth-quarter-2022-301767475.html

    SOURCE Wheels Up

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    ATLANTA, July 31, 2025 /PRNewswire/ -- Wheels Up Experience Inc. (NYSE: UP) today announced that it will release its second quarter 2025 financial results on Thursday, August 7, 2025. Earnings materials will be available on the Wheels Up investor relations website at investors.wheelsup.com. 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

    7/31/25 8:00:00 AM ET
    $UP
    Transportation Services
    Consumer Discretionary

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    Amendment: SEC Form SC 13D/A filed by Wheels Up Experience Inc.

    SC 13D/A - Wheels Up Experience Inc. (0001819516) (Subject)

    11/14/24 4:30:05 PM ET
    $UP
    Transportation Services
    Consumer Discretionary

    Amendment: SEC Form SC 13D/A filed by Wheels Up Experience Inc.

    SC 13D/A - Wheels Up Experience Inc. (0001819516) (Subject)

    9/24/24 5:00:02 PM ET
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    Transportation Services
    Consumer Discretionary

    Amendment: SEC Form SC 13G/A filed by Wheels Up Experience Inc.

    SC 13G/A - Wheels Up Experience Inc. (0001819516) (Subject)

    9/23/24 4:15:30 PM ET
    $UP
    Transportation Services
    Consumer Discretionary