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0001819516FALSE00018195162025-03-112025-03-11

 
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
 CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 Date of Report (Date of earliest event reported): March 11, 2025 (March 7, 2025)
 
WHEELS UP EXPERIENCE INC.
(Exact name of registrant as specified in its charter)
 
Delaware 001-39541 98-1617611
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
2135 American Way
 
Chamblee, Georgia
30341
(Address of principal executive offices) (Zip Code)
(212) 257-5252
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class  
Trading
Symbol(s)
 
Name of each exchange
on which registered
Class A common stock, $0.0001 par value per share   UP   New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 2.02    Results of Operations and Financial Condition.
On March 11, 2025, Wheels Up Experience Inc. (the “Company” or “Wheels Up”) issued a press release and an investor letter announcing its financial results for the three months and fiscal year ended December 31, 2024. The full text of the press release and investor letter are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K (this “Current Report”) and are incorporated by reference herein.
Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)(c)(e)    On March 11, 2025, Wheels Up announced that the Company’s Board of Directors (the “Board”) has appointed John Verkamp to serve as Chief Financial Officer and principal financial officer of the Company. Mr. Verkamp is expected to join Wheels Up on March 31, 2025 (the “Start Date”). Eric Cabezas will continue to serve as the Company’s Interim Chief Financial Officer and principal financial officer until the Start Date, and thereafter it is anticipated that he will continue as the Company’s Senior Vice President of Finance, a role he has held since February 2019.
Mr. Verkamp, age 45, is expected to join Wheels Up after over 20 years at General Electric Company (“GE”) and GE Vernova Inc. (“GE Vernova”), which included multiple financial leadership positions within GE’s Aerospace and Vernova organizations. Mr. Verkamp joined GE Vernova in 2018 and most recently served as Chief Financial Officer of its Gas Power Global Services business from April 2023 to March 2025. Prior to assuming that role, he served as Chief Financial Officer of Gas Power Transactional Services from April 2021 to April 2023, Chief Financial Officer of Gas Power Commercial and Services from March 2019 to April 2021 and Senior Executive of Financial Planning and Analysis for GE Power from June 2018 to March 2019. Prior to joining GE Vernova, he held a number of leadership roles at GE Aerospace, including as Chief Financial Officer of Avio Aero from November 2015 to June 2018, Chief Financial Officer of Commercial Finance and Risk from March 2013 to October 2015 and Executive Services Financial Planning and Analysis from May 2010 to March 2013. He started his career with GE Plastics in 2003 and subsequently held various audit and financial roles at other GE companies. Mr. Verkamp holds a Bachelor of Science degree in Finance and Accounting from the Kelley School of Business at Indiana University.
In connection with his appointment as Chief Financial Officer of the Company, Wheels Up Partners LLC, an indirect subsidiary of the Company, and Mr. Verkamp entered into an Offer Letter, dated March 7, 2025 (the “Offer Letter”), pursuant to which: (i) the Company will pay Mr. Verkamp an annual base salary of $550,000, which will be prorated for 2025 based on the term of his service during the year; (ii) he will be eligible to receive an annual incentive bonus with a target amount equal to 100% of his annual base salary, the achievement of which will be subject to the terms and conditions of the Company’s annual bonus plan and prorated for 2025 based on the term of his service during the year; (iii) he will receive 20 hours of flight time per year on the Company’s King Air 350i aircraft in accordance with the executive flight hours plan established by the Company from time to time; and (iv) he will be eligible to participate in the employee benefit plans available to other executive officers of the Company, including participation at the Executive Vice President level under the Company’s Executive Severance Guidelines.
In addition, the Compensation Committee of the Board approved the Wheels Up Experience Inc. Performance Award Agreement to be granted to Mr. Verkamp on the Start Date (the “CFO Performance Award”), which is expected to be a standalone equity compensation plan. The CFO Performance Award is intended to be a one-time performance award granted to Mr. Verkamp in lieu of future annual equity compensation grants and provide him with the opportunity to share in the long-term growth of the value of the Company. The terms of the CFO Performance Award are expected to be substantially similar to the Wheels Up Experience Inc. Performance Award Agreements granted to the Company’s Chief Executive Officer and Chief Commercial Officer in November 2023 and May 2024 (together, the “Existing Performance Awards”), respectively. Descriptions of the material terms of the Existing Performance Awards are included in the first four paragraphs under the heading “Executive Performance Awards” in Note 10, Stockholders’ Equity and Equity-Based Compensation in Part I, Item 1 “Financial Statements” in the Company’s Quarterly Report on Form 10-Q for the three months ended September 30, 2024 filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 7, 2024, which are incorporated by reference herein.



However, the CFO Performance Award is expected to be different from the Existing Performance Awards as follows: (i) the potential number of shares of the Company’s Class A common stock, $0.0001 par value per share (“Common Stock”), or payments of cash, as applicable, under the CFO Performance Award is expected to be lower than under the Existing Performance Awards; (ii) the service-based vesting conditions are expected to provide that one-third of the CFO Performance Award will be eligible to vest on each of September 20, 2025, 2026 and 2027, so long as Mr. Verkamp remains employed with the Company as of such dates; and (iii) certain differences are expected in the definitions used for purposes of determining treatment upon a termination of service to the Company. The issuance of any shares of Common Stock under the CFO Performance Award upon vesting is anticipated to be contingent upon receipt of the approval of the award by the Company’s stockholders. If the plan 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 upon vesting there is not a sufficient amount of shares authorized by the Company’s stockholders to deliver the number of shares due under the CFO Performance Award, then upon vesting, if at all, any amounts payable under the CFO Performance Award will not be paid in the form of the issuance of new shares of Common Stock and instead will be payable in cash. The Company currently intends to obtain approval of the plan by the Company’s stockholders at a future meeting of the Company’s stockholders or by written consent of the Company’s stockholders.
There are: no family relationships between Mr. Verkamp and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company; except as described above with respect to the Offer Letter and CFO Performance Award, no arrangements or understandings between Mr. Verkamp and any other person pursuant to which he was appointed as Chief Financial Officer and principal financial officer of the Company; and no transactions between Mr. Verkamp and the Company that would require disclosure under Item 404(a) of Regulation S-K.
The preceding description of: (i) the Offer Letter is a summary of its material terms, does not purport to be complete, and is qualified in its entirety by reference to the Offer Letter, a copy of which is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference; and (ii) the CFO Performance Award is a summary of its material terms, does not purport to be complete, and is qualified in its entirety by reference to the CFO Performance Award, a copy of which is expected to be filed with the Company’s forthcoming definitive proxy statement on Schedule 14A related to the Company’s 2025 annual meeting of stockholders.
Item 7.01    Regulation FD Disclosure.
On March 11, 2025, the Company issued a press release regarding the appointment of Mr. Verkamp as the Chief Financial Officer of the Company, a copy of which is furnished as Exhibit 99.3 and incorporated by reference herein.
The information in Items 2.02 and 7.01 of this Current Report and Exhibits 99.1, 99.2 and 99.3 is being furnished pursuant to Items 2.02 and 7.01, as applicable, of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Cautionary Note Regarding Forward-Looking Statements
This Current Report and Exhibits 99.1, 99.2 and 99.3 furnished herewith contain 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 the Company. These forward-looking statements include, but are not limited to, statements regarding the expected impact and timing of certain personnel transitions and the CFO Performance Award. 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. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 7, 2024 and the Company’s other filings with the SEC from time to time.



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, the Company does not intend to update any of these forward-looking statements after the date of this Current Report.
Item 9.01    Financial Statements and Exhibits.
 (d)    Exhibits.
Exhibit Number Description
10.1*†+
99.1**
99.2**
99.3**
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.
** Furnished herewith.
† Identifies a management contract or compensatory plan or arrangement.
+ Certain portions of this Exhibit (indicated by “[***]”) have been omitted pursuant to Item 601(b)(10) of Regulation S-K. Certain schedules, exhibits, annexes and/or appendices have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted information to the SEC or its staff upon request..



SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
WHEELS UP EXPERIENCE INC.
       
       
Date: March 11, 2025
By: /s/ George Mattson
    Name: George Mattson
    Title: Chief Executive Officer


EX-10.1 2 ex-101xverkampofferletterd.htm EX-10.1 Document
Exhibit 10.1

CERTAIN IDENTIFIED INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT, BECAUSE IT IS (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. “[***]” INDICATES THAT INFORMATION HAS BEEN REDACTED.

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March 6, 2025

John Verkamp
[***]
[***]

Via email: [***]

Dear John,

We are pleased to offer you a position at Wheels Up Partners LLC (the “Company”). We are excited to have you join the Company and anticipate that you will be a great addition to our team.

Your first day with the Company will be April 1, 2025, or on such other date that we mutually agree upon after your acceptance of this offer (your “Start Date”).

The following will outline the general terms of our employment offer:

1.Position and Duties. Your title will be Chief Financial Officer and you will perform the duties and services assigned to you by the Company. You will report to George Mattson, Chief Executive Officer. Your employment will be subject to all Company policies, procedures and practices as may currently exist or as may be modified or implemented in the future, including our Employee Handbook. This offer is made contingent upon the successful completion of the pre-employment process, including, but not limited to, satisfactory completion of a background check.
2.Place of Employment. The primary location for your employment will the Company’s headquarters in Chamblee, Georgia. Notwithstanding the foregoing, the duties to be performed by you hereunder are such that you may need to travel as reasonably required in accordance with the Company’s policy on travel and expenses.
3.Annual Salary. Your annual base salary will be $550,000.00 (the “Base Salary”), less payroll deductions and all required withholdings, payable in accordance with the Company’s payroll policies, as may be amended from time to time. As an exempt employee, you are not eligible for overtime under the provisions of the Fair Labor Standards Act.
4.Discretionary Bonus. Beginning in 2025, you will be eligible to participate in the Company’s annual bonus plan. The target amount for your position is equal to 100% of your salary. You will be subject to the terms and conditions of the Company’s annual bonus plan; however, your 2025 annual bonus target shall be prorated for hire date. The final payout is based on company and individual performance and any other factors determined at the sole discretion of the Company.


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5.Executive Flight Hours. You shall receive flight hours in accordance with the Executive Flight Hour plan as established by the Company. You will be eligible to receive, on an annual basis, twenty (20) flight hours on a King Air aircraft. The hours will be distributed to you in equal increments at the beginning of each calendar quarter. For 2025, you will receive a flight hour deposit of 2.5 King Air hours for the first quarter and 5.0 hours for calendar quarters two, three and four. The Company reserves the right to amend the Executive Flight Hour plan from time to time.
6.Paid Time Off. You will be eligible for four weeks paid time off during each calendar year of your employment with the Company in accordance with the Company’s paid time off policy.
7.Benefits. You will be entitled to the benefits that the Company customarily makes available to employees. The Company reserves the right, in its sole discretion, to amend, change or cancel the benefits at any time. Health benefit plan eligibility begins on the first day of the month following the hire date. Please refer to the plan documents for more details, including eligibility.
8.Employment Relationship. In accepting this offer, you understand and agree that your employment with the Company will be “at-will.” This means that your employment is not for any specific length of time and that either you or the Company may terminate the employment relationship at any time, with or without cause and with or without notice. You further understand and acknowledge that there is no written or oral contract providing you with any definite or specific term of employment. You further understand and agree that due to your at-will status, the Company may, at any time, modify the terms of your employment, including, but not limited to, your job title, job responsibilities, compensation and benefits.
9.Severance. Although your employment is at-will, if the Company terminates your employment without cause (as such term is defined herein) or you resign your employment for good reason (as such term is commonly understood), upon separation you will be entitled to receive severance as set forth in the Company’s Executive Severance Guidelines, as they may be amended from time to time by the Compensation Committee of the Board of Directors of Wheels Up Experience Inc.
10.Conditions of Employment. Simultaneous with the execution of this letter agreement, you shall sign the Employee Confidentiality Agreement and Restrictive Covenants (“Restrictive Covenant Agreement”), a copy of which is attached hereto as Appendix A. You acknowledge that your employment with the Company is conditioned upon the execution and delivery of the Restrictive Covenant Agreement and the terms thereof shall be fully incorporated herein.
11.No Other Understandings. This letter agreement sets forth our entire agreement and understanding and supersedes any and all other agreements, either oral or in writing, between you and the Company and/or its affiliates and any of their respective officers, directors, managers and/or principals.
12.Other Conditions and Obligations. By signing this agreement, you represent that you are not subject to any currently effective employment contract, or any other contractual or other binding obligation, including without limitation, any obligation relating to non-competition, confidentiality, trade secrets, proprietary information or works for hire, that would restrict your employment or employment activities with or on behalf of the Company. In your work for the Company, you will be expected not to use or disclose any confidential information, including trade secrets, of any former employer or other person to whom you have an obligation of confidentiality. You agree that you will not bring onto Company premises any unpublished documents or property belonging to any former employer or other person to whom you have any obligation of confidentiality.


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13.Board Positions. It is the Company’s policy that senior executives limit outside board activity to one board of directors position. You may not serve on the board of directors or advisory board of more than one for-profit company without the prior written consent of the Company. You may serve as an officer, manager or director of or otherwise participate in charitable, educational, welfare, social, religious and civic organizations so long as such activities do not interfere with your employment with the Company.
14.Business Time. The employee shall devote full working time, energy, attention, and talents to the performance of the duties and responsibilities hereunder. You may not, without the prior written consent of the Chief Executive Officer directly or indirectly, operate, participate in the management, operations or control of, or act as an employee, officer, consultant, partner, member agent or representative of, any type of business or service other than as an employee of the Company.
15.Truthful Representations. You acknowledge and confirm that all of the representations you have made and all of the information that you have provided to the Company on any employment application, resume or any other document, or orally during the interview process, concerning, among other things, your prior employment history, education, experience and other qualifications, are true and correct. You understand and agree that any falsifications, misrepresentations, or omissions with respect to any of the representations and information that you have made or provided to the Company may be grounds for the withdrawal of this offer of employment or, if hired, the termination of your employment.
You further understand and acknowledge that your employment with the Company is contingent upon your satisfactory completion of background and drug checks, as applicable, that are conducted by the Company and your completion of Section 1 of the Form I-9 on or before the end of your first (1st) day of employment and your presentation of your original documentation verifying your work eligibility and identification on or before the end of your third (3rd) day of employment.
[Signature Page Follows]



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Please indicate your acceptance of our offer on the terms set forth above by countersigning in the appropriate space below. The offer contained herein shall automatically expire two business days from the date hereof.

We are excited at the prospect of you joining our team and look forward to having you on board.

Sincerely,

/s/ Brian Kedzior        
Brian Kedzior,
Wheels Up
Chief People Officer



Agreed and Accepted:

/s/ John Verkamp        
John Verkamp

March 7, 2025            
Date

EX-99.1 3 ex-991x12312024earningsrel.htm EX-99.1 Document


Exhibit 99.1
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Wheels Up Announces December Quarter and Full Year 2024 Results
Financial performance illustrates momentum with business transformation
Fleet modernization underway, with 18 new Phenom jets entering Wheels Up’s controlled fleet and the company’s first Challengers set to enter service by April 1
John Verkamp appointed Chief Financial Officer, to join company on March 31

ATLANTA – March 11, 2025 – Wheels Up Experience Inc. (NYSE:UP) today announced financial results for the December quarter and full year ended 2024. Highlights of the December quarter and full year 2024, including GAAP results, non-GAAP financial measures and key performance metrics, are on page three and incorporated herein.

Commentary from Wheels Up’s Chief Executive Officer George Mattson about the company’s financial and operating results for the fourth quarter and year ended December 31, 2024 is included in an Investor Letter that can be found on Wheels Up’s Investor Relations website at https://investors.wheelsup.com.

December Quarter 2024 Results
•Revenue of $204.8 million
•Adjusted Contribution of $39.6 million equating to an Adjusted Contribution Margin of 19.3 percent
•Net loss of $87.5 million or $(0.13) per share
•Adjusted EBITDA loss of $11.3 million

Full Year 2024 Results
•Revenue of $792.1 million
•Adjusted Contribution of $85.7 million equating to an Adjusted Contribution Margin of 10.8 percent
•Net loss of $339.6 million or $(0.49) per share
•Adjusted EBITDA loss of $117.9 million

“After several quarters of consistent improvement, we ended 2024 in a much stronger financial position than we began. The fourth quarter was our lowest Adjusted EBITDA loss since going public, with the month of December achieving nearly breakeven performance. This was also our first quarter of sequential revenue growth in nearly two years, thanks in part to record margins and further enhancements to operational efficiency,” said Wheels Up Chief Executive Officer George Mattson. “The combination of long-term, foundational improvements to our operation and commercial engine and the early positive signs from our fleet modernization has provided solid momentum as we enter 2025 and work toward our long-term objective of building a resilient business model with a strong balance sheet and consistent profitability.”

Business highlights
•John Verkamp named new Chief Financial Officer. The company announced the appointment of John Verkamp as Chief Financial Officer, effective March 31. With a two-decade track record of financial leadership at GE and GE Vernova, including his most recent role as CFO of Gas Power Global Services, John brings a deep understanding of complex operations and will oversee the company’s global finance organization.





•Higher Utility and operational efficiency driving more profitable flying. The company’s top priority has been realigning its product, fleet and flying to better meet customer demand. As a result, Gross profit increased $34 million year over year in the December quarter despite a $42 million decline in revenue. Adjusted Contribution Margin increased by more than 18 percentage points year over year to 19.3 percent, due primarily to a 33 percent increase in Utility during the December quarter.
•Transforming the Wheels Up fleet. During the quarter, the company announced its fleet modernization strategy, which we expect will result in the transition of Wheels Up's four existing jet aircraft types to two of the most preferred and successful aircraft types in the industry – Embraer's Phenom 300/300E and Bombardier's Challenger 300/350 aircraft. As part of this strategy, the company added 18 Phenom aircraft and retired 50 owned and leased legacy jets and King Air aircraft during 2024. Results for the December quarter include a non-cash $9 million charge associated with reserving for excess parts inventory from aircraft expected to exit the fleet.
•Improving operational performance. A key component of Wheels Up’s strategic growth plan is to deliver the industry’s most reliable operation for our customers. During the December quarter, the company delivered a 98 percent Completion Rate and 80 percent On-Time Performance. We experienced weather, air traffic control and other uncontrollable factors during the December quarter, as well as the additional demands our operations placed on our smaller legacy fleet, that when combined challenged On-Time Performance. As the fleet rapidly transitions to a modernized and more reliable fleet, we expect to be able to drive both higher On-Time Performance and Utility.
•Industry-leading partnership with Delta. Together with Delta, we are developing first-of-their-kind global aviation solutions for Delta’s corporate and premium leisure customers, combining commercial and private air travel to create a seamless and flexible aviation experience. We have continued to build on the momentum of our partnership, commercially and operationally, and are still in the early stages of realizing its full potential.

•New Revolving Credit Facility. The company closed on a five-year, $332 million secured revolving credit facility with Bank of America. Delta provided credit support for the facility, enhancing Wheels Up’s access to capital and on more attractive terms than would otherwise have been available. This new revolving facility financed the purchase of 17 Phenom aircraft from GrandView Aviation, added $84.3 million of cash, before certain transaction-related expenses, to the company’s balance sheet, and provides additional borrowing support for future fleet acquisitions. In addition, the new revolving facility refinanced Wheels Up’s existing owned fleet at improved terms and the December quarter results include a non-cash $14 million loss on the extinguishment of debt.








Financial and Operating Highlights(1)
As of December 31,
2024 2023 % Change
Active Members(2)
5,369  9,947  (46) %
Three Months Ended December 31,
(In thousands, except Active Users, Utility, Live Flight Legs, Private Jet Gross Bookings per Live Flight Leg and percentages)
2024 2023 % Change
Active Users 7,286  10,744  (32) %
On-Time Performance (D-60) 80  % 87  % n/m
Completion Rate 98  % 98  % n/m
Utility 41.1 31.0 33  %
Live Flight Legs 12,731  14,374  (11) %
Private Jet Gross Bookings $ 212,395  $ 243,278  (13) %
Total Gross Bookings $ 313,861  $ 286,646  %
Private Jet Gross Bookings per Live Flight Leg $ 16,683  $ 16,925  (1) %

Three Months Ended December 31,
(In thousands, except percentages)
2024 2023 $ Change % Change
Revenue $ 204,815  $ 246,380  $ (41,565) (17) %
Gross profit (loss) $ 15,475  $ (18,051) $ 33,526  n/m
Adjusted Contribution $ 39,616  $ 2,848  $ 36,768  n/m
Adjusted Contribution Margin 19.3  % 1.2  % n/a 18  pp
Net loss $ (87,538) $ (81,115) $ (6,423) (8) %
Adjusted EBITDA $ (11,307) $ (38,121) $ 26,814  70  %
Net cash provided by (used in) operating activities $ 37,926  $ (3,791) $ 41,717  n/m
Twelve Months Ended December 31,
(In thousands, except percentages)
2024 2023 $ Change % Change
Revenue $ 792,104  $ 1,253,317  $ (461,213) (37) %
Gross profit (loss) $ 2,483  $ (37,722) $ 40,205  n/m
Adjusted Contribution $ 85,687  $ 62,536  $ 23,151  37  %
Adjusted Contribution Margin 10.8  % 5.0  % n/a pp
Net loss $ (339,635) $ (487,387) $ 147,752  30  %
Adjusted EBITDA $ (117,873) $ (145,868) $ 27,995  19  %
Net cash used in operating activities $ (77,888) $ (665,285) $ 587,397  88  %
__________________





(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 Members as of December 31, 2024 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. and one of the largest companies in the industry. Wheels Up offers a complete global aviation solution with a large and diverse fleet and a global network of safety vetted charter operators, all backed by an uncompromising commitment to safety and service. Customers can access charter and membership programs, as well as unique commercial travel benefits through a one-of-a-kind, strategic partnership with Delta Air Lines. Wheels Up also offers freight, safety and security solutions and managed services to individuals, industry, government and civil organizations. 
Wheels Up is guided by the mission to deliver a premium solution for every customer journey. With the Wheels Up mobile app and website, members and customers have the digital convenience to search, book and fly.
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”, 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: (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 positive Adjusted EBITDA (as defined herein) 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 expected impact and timing of certain personnel transitions; and (viii) 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, 2023 filed with the U.S. Securities and Exchange Commission (“SEC”) on March 7, 2024 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 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 generally accepted accounting principles in the United States of America (“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 equivalents, 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.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands except share and per share data)
Three Months Ended December 31, Twelve Months Ended December 31,
2024 2023 2024 2023
Revenue $ 204,815  $ 246,380  $ 792,104  $ 1,253,317 
Costs and expenses:
Cost of revenue (exclusive of items shown separately below) 176,266  250,925  733,075  1,232,506 
Technology and development 9,486  11,608  40,690  61,873 
Sales and marketing 21,371  17,328  84,317  88,828 
General and administrative 38,350  23,539  137,594  145,873 
Depreciation and amortization 13,074  13,506  56,546  58,533 
(Gain) loss on sale of aircraft held for sale (1,942) (5,611) (4,622) (16,939)
Loss on disposal of assets, net
3,295  —  3,295  — 
Impairment of goodwill —  —  —  126,200 
Total costs and expenses 259,900  311,295  1,050,895  1,696,874 
Loss from operations (55,085) (64,915) (258,791) (443,557)
Other income (expense)
Gain (loss) on divestiture 357  —  2,003  (2,991)
Loss on extinguishment of debt (14,914) (1,595) (17,714) (4,401)
Change in fair value of warrant liability (17) 54  (8) 739 
Interest income 922  31  2,170  6,121 
Interest expense (18,089) (14,220) (65,352) (41,255)
Other income (expense), net (218) 162  (717) (660)
Total other income (expense) (31,959) (15,568) (79,618) (42,447)
Loss before income taxes (87,044) (80,483) (338,409) (486,004)
Income tax benefit (expense) (494) (632) (1,226) (1,383)
Net loss (87,538) (81,115) (339,635) (487,387)
Less: Net loss attributable to non-controlling interests —  —  —  — 
Net loss attributable to Wheels Up Experience Inc. $ (87,538) $ (81,115) $ (339,635) $ (487,387)
Net loss per share of Common Stock
Basic and diluted $ (0.13) $ (0.14) $ (0.49) $ (3.69)
Weighted-average shares of Common Stock outstanding:
Basic and diluted 697,836,353  576,426,623  697,713,626  132,194,747 





WHEELS UP EXPERIENCE INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands, except share data)
December 31, 2024 December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents $ 216,426  $ 263,909 
Accounts receivable, net 32,316  38,237 
Other receivables 1,182  11,528 
Parts and supplies inventories, net 12,177  20,400 
Aircraft inventory —  1,862 
Aircraft held for sale 35,663  30,496 
Prepaid expenses 23,546  55,715 
Other current assets 10,759  11,887 
Total current assets 332,069  434,034 
Property and equipment, net 348,339  337,714 
Operating lease right-of-use assets 56,911  68,910 
Goodwill 217,045  218,208 
Intangible assets, net 96,904  117,766 
Restricted cash 30,042  28,916 
Other non-current assets 76,701  110,512 
Total assets $ 1,158,011  $ 1,316,060 
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt $ 31,748  $ 23,998 
Accounts payable 29,977  32,973 
Accrued expenses 89,484  102,475 
Deferred revenue, current 749,432  723,246 
Operating lease liabilities, current 13,953  22,869 
Intangible liabilities, current 1,525  1,525 
Other current liabilities 1,165  416 
Total current liabilities 917,284  907,502 
Long-term debt, net 376,308  235,074 
Deferred revenue, non-current 180  983 
Operating lease liabilities, non-current 50,810  54,956 
Warrant liability 20  12 
Intangible liabilities, non-current 9,152  10,677 
Other non-current liabilities 485  6,983 
Total liabilities 1,354,239  1,216,187 
Mezzanine equity:
Executive performance award 5,881  2,476 
Total mezzanine equity 5,881  2,476 
Stockholders’ equity:
Common stock, $0.0001 par value; 1,500,000,000 authorized; 698,342,097 and 697,131,838 shares issued and 697,902,646 and 696,856,131 common shares outstanding as of as of December 31, 2024 and December 31, 2023, respectively 70  70 
Additional paid-in capital 1,921,581  1,879,009 
Accumulated deficit (2,102,895) (1,763,260)
Accumulated other comprehensive loss (12,662) (10,704)
Treasury stock, at cost, 439,451 and 275,707 shares, respectively (8,203) (7,718)
Total Wheels Up Experience Inc. stockholders’ equity (202,109) 97,397 
Non-controlling interests —  — 
Total stockholders’ equity (202,109) 97,397 
Total liabilities and equity $ 1,158,011  $ 1,316,060 





WHEELS UP EXPERIENCE INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
Twelve Months Ended December 31,
2024 2023
Cash flows from operating activities:
Net loss $ (339,635) $ (487,387)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 56,546  58,533 
Amortization of deferred financing costs and debt discount 8,711  329 
Payment in kind interest 43,412  10,453 
Equity-based compensation 45,977  25,633 
Change in fair value of warrant liability (739)
Provision for expected credit losses 2,728  1,705 
Reserve for excess and obsolete inventory 12,063  3,923 
Loss on extinguishment of debt 17,714  4,401 
Gain on sale of aircraft held for sale (4,622) (16,939)
Impairment of goodwill —  126,200 
Other (4,796) 4,893 
Changes in assets and liabilities:
Accounts receivable 2,794  30,062 
Other receivables 4,349  (3,164)
Parts and supplies inventories 2,861  4,686 
Aircraft inventory 1,673  11,010 
Prepaid expenses 30,117  (17,315)
Other non-current assets 33,803  (32,289)
Operating lease liabilities, net (1,322) (552)
Accounts payable (2,882) (8,089)
Accrued expenses (11,233) (35,110)
Deferred revenue 25,383  (348,419)
Other assets and liabilities (1,537) 2,890 
Net cash used in operating activities (77,888) (665,285)
Cash flows from investing activities:
Purchases of property and equipment (122,811) (20,168)
Capitalized software development costs (15,021) (16,497)
Proceeds from sale of divested business 7,894  13,200 
Purchases of aircraft held for sale (2,408) (4,240)
Proceeds from sale of aircraft held for sale, net 85,560  68,308 
Other 105  267 
Net cash (used in) provided by investing activities (46,681) 40,870 
Cash flows from financing activities:
Purchase of shares for treasury (485) (28)
Purchase of fractional shares —  (3)
Proceeds from notes payable —  70,000 
Repayment of notes payable —  (70,000)
Proceeds from long-term debt 327,201  382,200 
Repayments of long-term debt (246,460) (59,523)
Payment of debt issuance costs (1,594) (21,692)
Net cash provided by financing activities 78,662  300,954 
Effect of exchange rate changes on cash (450) (3,867)
NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH (46,357) (327,328)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH BEGINNING OF PERIOD 292,825  620,153 
CASH, CASH EQUIVALENTS AND RESTRICTED CASH END OF PERIOD $ 246,468  $ 292,825 





Definitions of Non-GAAP Financial Measures
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 and (vi) other items not indicative of our ongoing operating performance, including but not limited to, restructuring charges.

We include Adjusted EBITDA as a supplemental measure 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 it removes the effect of certain non-cash expenses and other items not indicative of our ongoing operating performance.

Adjusted Contribution & 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.
Definitions of Key Operating Metrics
Active Members. We define Active Members as the number of membership accounts that generated membership revenue in the applicable 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 revenue and Flight revenue.

Active Users. We define Active Users as Active Members as of the reporting date plus unique non-member customers who completed a revenue generating flight at least once in the applicable period and excluding wholesale flight activity. While a unique customer can complete multiple revenue generating flights on our platform in a given period, that unique 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 markets in which we operate and our ability to generate revenue.

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. On-Time Performance (D-60) excludes all cancelled flights and wholesale flight activity.

Completion Rate. We define Completion Rate as the percentage of total scheduled flights operated and completed. Completion Rate excludes customer-initiated flight cancellations and wholesale flight activity.

Utility. We define Utility for the applicable period as the total revenue generating flight hours flown on our controlled fleet, excluding empty repositioning legs, divided by the monthly average number of available aircraft in our controlled 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 fleet available for revenue generating flights at the end of the applicable month and exclude aircraft then classified as held for sale. We believe Utility is a useful metric to measure the efficiency of our operations, our ability to generate a return on our assets and the impact of our fleet modernization strategy.

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 & Total Gross Bookings. 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 all group charter flights, which are charter flights with 15 or more passengers (“Group Charter Flights”), and cargo flight services (“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.

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, Group Charter Flights and 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.

For each of Private Jet Gross Bookings and Total 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 Private Jet Gross Bookings and Total 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 Private Jet Gross Bookings and Total 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 began presenting 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.

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.






Reconciliations of Non-GAAP Financial Measures
Adjusted EBITDA
The following tables reconcile 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,
2024 2023 2024 2023
Net loss $ (87,538) $ (81,115) $ (339,635) $ (487,387)
Add back (deduct):
Interest expense 18,089  14,220  65,352  41,255 
Interest income (922) (31) (2,170) (6,121)
Income tax expense 494  632  1,226  1,383 
Other expense, net 218  1,376  717  660 
Depreciation and amortization 13,074  13,506  56,546  58,533 
Change in fair value of warrant liability 17  (54) (739)
(Gain) loss on divestiture 1,400  —  (2,003) 2,991 
Loss on disposal of assets, net 1,538  —  3,295  — 
Equity-based compensation expense 12,613  3,983  45,977  25,633 
Impairment of goodwill —  —  —  126,200 
Acquisition and integration expense(1)
—  —  —  2,108 
Restructuring charges(2)
365  2,749  7,850  43,655 
Fleet modernization expense(3)
28,135  —  28,135  — 
Atlanta Member Operations Center set-up expense(4)
—  3,673  3,481  30,568 
Certificate consolidation expense(5)
794  576  6,749  11,375 
Other(6)
416  3,901  6,599  4,018 
Adjusted EBITDA $ (11,307) $ (38,121) $ (117,873) $ (145,868)
__________________
(1)Consists of expenses incurred associated with acquisitions, as well as integration-related charges incurred within one year of the applicable acquisition date, which are primarily related to system conversions, re-branding costs and fees paid to external advisors.
(2)For the year ended December 31, 2024, primarily consists of charges for contract termination fees and employee separation programs as part of our ongoing cost reduction and strategic business initiatives. For the year ended December 31, 2023, primarily consists of restructuring charges related to the restructuring plan that we announced on March 1, 2023 (the “Restructuring Plan”) and related strategic business expenses incurred to support significant changes to our member programs and certain aspects of our operations, which primarily include consultancy fees associated with designing and implementing changes to our member programs and obtaining financing, and severance and recruiting expenses associated with executive transitions and other employee separation programs as part of our cost reduction initiatives.
(3)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 Embraer Phenom 300 series aircraft to our operations, pilot training programs aligned to our fleet modernization strategy, amounts reserved during the fourth quarter of 2024 related to existing Parts and supplies inventory deemed in excess of future business needs after considering our fleet modernization strategy and loss on debt extinguishment of $14.4 million associated with the redemption in-full of the Company’s former 2022 equipment notes on November 13, 2024.
(4)Consists of expenses associated with establishing the Member Operations Center located in the Atlanta, Georgia area (the “Atlanta Member Operations Center”) and its operations, which primarily includes 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, and related expenses concluded during the second quarter of 2024, approximately one year after operations began.
(5)Consists of expenses incurred to execute consolidation of our FAA operating certificates, which primarily includes pilot training and retention programs and consultancy fees associated with planning and implementing the consolidation process.
(6)Includes: (i) for both periods presented above, (a) collections of certain aged receivables which were added back to Net loss in the reconciliation presented for the year ended December 31, 2022, which for the periods presented above increase the Adjusted EBITDA loss, and (b) amounts reserved related to existing Parts and supplies inventory deemed in excess of future business needs after considering certain strategic business initiatives; (ii) for the year ended December 31, 2024, (a) reserves and/or write-offs of certain aged receivables associated with our former aircraft management business divested on September 30, 2023, and (b) expenses incurred in connection with ongoing litigation matters; and (iii) for the year ended December 31, 2023, charges related to an individually immaterial litigation settlement during the third quarter of 2023.





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 December 31, Twelve Months Ended December 31,
2024 2023 2024 2023
Revenue $ 204,815  $ 246,380  $ 792,104  $ 1,253,317 
Less: Cost of revenue 176,266  250,925  733,075  1,232,506 
Less: Depreciation and amortization 13,074  13,506  56,546  58,533 
Gross profit (loss) 15,475  (18,051) 2,483  (37,722)
Gross margin 7.6% (7.3)% 0.3% (3.0)%
Add back:
Depreciation and amortization 13,074  13,506  56,546  58,533 
Equity-based compensation expense in cost of revenue 131  830  2,228  3,927 
Restructuring expense in cost of revenue(1)
109  —  3,984  1,075 
Fleet modernization expense(2)
10,033  —  10,033  — 
Atlanta Member Operations Center set-up expense in cost of revenue(3)
—  2,264  1,860  24,704 
Certificate consolidation expense in cost of revenue(4)
794  324  5,297  8,044 
Other(5)
—  3,975  3,256  3,975 
Adjusted Contribution $ 39,616  $ 2,848  $ 85,687  $ 62,536 
Adjusted Contribution Margin 19.3% 1.2% 10.8% 5.0%
__________________
(1)For the year ended December 31, 2024, primarily consists of charges for employee separation programs as part of our ongoing cost reduction and strategic business initiatives. For the year ended December 31, 2023, primarily consists of restructuring charges related to the Restructuring Plan and other employee separation programs as part of our cost reduction initiatives.
(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 Embraer Phenom 300 series aircraft to our operations, pilot training programs aligned to our fleet modernization strategy and amounts reserved during the fourth quarter of 2024 related to existing Parts and supplies inventory deemed in excess of future business needs after considering our fleet modernization strategy.
(3)Consists of expenses associated with establishing the Atlanta Member Operations Center and its operations, which primarily includes 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, and related expenses concluded during the second quarter of 2024, approximately one year after operations began.
(4)Consists of expenses incurred to execute consolidation of our FAA operating certificates, which primarily includes pilot training and retention programs and consultancy fees associated with planning and implementing the consolidation process.
(5)Includes amounts reserved related to existing Parts and supplies inventory deemed in excess of future business needs after considering certain strategic business initiatives.






Supplemental Revenue Information
(In thousands) Three months ended December 31, Change in
2024 2023 $ %
Membership $ 11,483  $ 19,077  $ (7,594) (40) %
Flight 163,897  202,374  (38,477) (19) %
Aircraft management 2,147  10,398  (8,251) (79) %
Other 27,288  14,531  12,757  88  %
Total $ 204,815  $ 246,380  $ (41,565) (17) %
(In thousands) Twelve Months Ended December 31, Change in
2024 2023 $ %
Membership $ 57,614  $ 82,857  $ (25,243) (30) %
Flight 633,865  884,065  (250,200) (28) %
Aircraft management 9,707  175,829  (166,122) (94) %
Other 90,918  110,566  (19,648) (18) %
Total $ 792,104  $ 1,253,317  $ (461,213) (37) %

Supplemental Expense Information
(In thousands) Three Months Ended
December 31, 2024
Cost of revenue Technology and development Sales and marketing General and administrative Total
Equity-based compensation expense $ 131  $ 421  $ 233  $ 11,828  $ 12,613 
Restructuring charges 109  —  —  256  365 
Fleet modernization expense(1)
10,033  —  33  3,666  28,135 
Certificate consolidation expense 794  —  —  —  794 
Other —  —  —  416  416 
(In thousands) Twelve Months Ended
December 31, 2024
Cost of revenue Technology and development Sales and marketing General and administrative Total
Equity-based compensation expense $ 2,228  $ 1,302  $ 661  $ 41,786  $ 45,977 
Restructuring charges 3,984  —  1,648  2,218  7,850 
Fleet modernization expense(1)
10,033  —  33  3,666  28,135 
Atlanta Member Operations Center set-up expense 1,860  —  —  1,621  3,481 
Certificate consolidation expense 5,297  —  —  1,452  6,749 
Other 3,256  —  —  3,343  6,599 
__________________
(1)Total Fleet modernization expense includes loss on debt extinguishment of $14.4 million for the three and twelve months December 31, 2024 associated with the redemption in-full of the Company’s former 2022 equipment notes on November 13, 2024.






(In thousands) Three Months Ended December 31, 2023
Cost of revenue Technology and development Sales and marketing General and administrative Total
Equity-based compensation expense $ 830  $ 319  $ (17) $ 2,851  $ 3,983 
Restructuring charges —  —  —  2,749  2,749 
Atlanta Member Operations Center set-up expense 2,264  —  —  1,409  3,673 
Certificate consolidation expense 324  —  —  252  576 
Other 3,975  —  —  (74) 3,901 
(In thousands) Twelve Months Ended December 31, 2023
Cost of revenue Technology and development Sales and marketing General and administrative Total
Equity-based compensation expense $ 3,927  $ 2,096  $ 1,764  $ 17,846  $ 25,633 
Acquisition and integration expenses —  53  134  1,921  2,108 
Restructuring charges 1,075  6,940  2,761  32,879  43,655 
Atlanta Member Operations Center set-up expense 24,704  201  —  5,662  30,568 
Certificate consolidation expense 8,044  —  —  3,332  11,375 
Other 3,975  —  —  43  4,018 

EX-99.2 4 ex-992xinvestorletterdat.htm EX-99.2 ex-992xinvestorletterdat
1 Q4 2024 Investor Letter


 
2 Q4 2024 Investor Letter For more detailed information on Wheels Up's financial and operating results for the fourth quarter and year ended December 31, 2024, please visit https://investors.wheelsup.com. In addition, please see "Definitions of Non-GAAP Financial Measures," "Reconciliations of Non-GAAP Financial Measures" and "Definitions of Key Operating Metrics" at the end of this Investor Letter for more information about measures described herein. Revenue in 4Q24 improved sequentially over 3Q24, marking the first quarter of sequential improvement in nearly two years. In addition, we had sequential and year over year growth in Total Gross Bookings due to strong demand for our global charter offerings. Strengthening our Financial Foundation We closed the fourth quarter with a Net loss of $88 million. Our $11 million Adjusted EBITDA loss was a $9 million sequential improvement over 3Q24 and $27 million improvement over 4Q23. The month of December was the best in our history, with nearly breakeven Adjusted EBITDA. $(38) $(49) $(37) $(20) $(11) 4Q23 1Q24 2Q24 3Q24 4Q24 Adjusted EBITDA ($M) After several quarters of consistent improvement, we ended 2024 in a much stronger financial position than we began. The fourth quarter was our lowest Adjusted EBITDA loss since going public, with the month of December achieving nearly breakeven performance. This was also our first quarter of sequential revenue growth in nearly two years, thanks in part to record margins and further enhancements to operational efficiency. The combination of long-term, foundational improvements to our operation and commercial engine and the early positive signs from our fleet modernization has provided solid momentum as we enter 2025 and work toward our long-term objective of building a resilient business model with a strong balance sheet and consistent profitability. $246 $197 $196 $194 $205 $287 $225 $264 $255 $314 4Q23 1Q24 2Q24 3Q24 4Q24 Revenue and Total Gross Bookings ($M) GAAP Revenue Total Gross Bookings 2


 
3 Gross profit was $15 million and Adjusted Contribution Margin was 19.3% for the December quarter - the highest since going public in 2021 and a more than 18 percentage point improvement over the same period last year. In our last quarterly update, we introduced our fleet modernization strategy, shared the first of its executional transactions, and highlighted the extensive commercial and financial implications of its implementation. The Next Generation Wheels Up Fleet Under this strategy, we are committed to transitioning all of Wheels Up's jets within four existing aircraft types to two of the most preferred and successful aircraft types in the industry – Embraer's Phenom 300/300E aircraft and Bombardier's Challenger 300/350 aircraft. 1.2% 1.0% 7.8% 14.8% 19.3% 4Q23 1Q24 2Q24 3Q24 4Q24 Adjusted Contribution Margin 31 31 38 40 41 4Q23 1Q24 2Q24 3Q24 4Q24 Utility (average hours per month) A key part of our journey to consistent profitability is better utilization of our controlled fleet. Utility – average monthly revenue hours per aircraft – in the fourth quarter was just over 41 hours, a 33% increase over prior year and a record for the month of December. By continuing to drive improved Utility, we believe can expand margins and deliver better returns on invested capital. Bombardier Challenger 300 exterior rendering Bombardier Challenger 300 interior rendering 3


 
4 In November, we acquired from GrandView Aviation and began operating 17 Phenom aircraft and closed the year with 18 aircraft. Customer response and operational and financial impact has exceeded our expectations out of the gate. We are also excited to welcome our first Challenger 300 aircraft into revenue service by April 1, 2025. Finally, the first two Phenom 300 aircraft featuring our updated livery officially took to the sky in February. The remaining Phenom 300 fleet will continue to undergo interior and livery upgrades over time as part of Wheels Up’s ongoing commitment to delivering a consistently exceptional product to our customers every time they fly. These developments are the latest steps forward aimed at delivering an elevated experience for our customers. The newer, more capable aircraft will continue to position Wheels Up at the forefront of the industry, offering private aviation solutions that deliver greater flexibility and accessibility than the legacy fractional ownership models common in the industry. And when combined with our global charter capability and our first-of-its-kind strategic partnership with Delta, the breadth, depth and customer centricity of our suite of offerings is unmatched. Embraer Phenom 300 exterior rendering Embraer Phenom 300 interior rendering • Wheels Up announced fleet modernization strategy and associated transactions on October 22, 2024 • Wheels Up secures a $332 million revolving facility with Bank of America and completed the acquisition of 17 Phenom 300 series aircraft on November 14, 2024 • The new Phenom 300 aircraft were made available for booking as part of Wheels Up’s fleet in November 2024 • Two Phenom 300s featuring the new Wheels Up livery took to the sky in February 2025, with additional upgraded aircraft scheduled to take flight throughout the year • Challenger 300s are expected to enter service by April 1, 2025 Fleet Modernization Progress The move to Phenoms and Challengers allows us to retire a number of older, less efficient, and less reliable aircraft from the fleet. By the end of this year, we expect these new types of jets will make up over one -third of our fleet, nearly two-thirds by the end of 2026, and by the end of 2027, we plan to have completely replaced our legacy jet fleet. The replacement of our legacy jet fleet is expected to reduce the average age of our fleet by up to 40%, while driving higher levels of reliability and availability and helping further increase our Utility. 4


 
5 Wheels Up’s ongoing commitment to enhancing our customer experience is critical to our continued success. Our improved product portfolio continues to provide an unmatched level of flexibility to meet the needs of today's most discerning travelers, offering simple solutions and unique incentives that maximize ease and choice while maintaining the highest standards of operation and safety for first-time and experienced private fliers alike. We believe our updated livery and interiors will provide a best-in-class experience in the air, while the implementation of new booking features, proprietary technology and exclusive customer events and activations ensure an elevated customer experience worth repeating – from Wheels Up to wheels down. While we have encountered some delays in implementation, we remain committed to delivering best-in-class satellite WiFi onboard our Wheels Up fleet starting later this year. Elevating our product offering is the first critical step in delivering an elevated experience to our customers on every flight. But it is only the first step. Much work is underway focused on enhancing all aspects of the customer experience, in flight and on the ground. We are diving into all aspects of the customer journey and all customer touchpoints across the company, and this will be an ongoing continuous improvement process in the months and years to come. I look forward to sharing our progress in future updates. Elevating Our Customer Experience A key component of Wheels Up’s strategic growth plan is to deliver the industry’s most reliable operation for our customers. During the December quarter, the company delivered a 98 percent Completion Rate with more than 80 percent On-Time Performance. We experienced weather, air traffic control and other uncontrollable factors during the December quarter, as well as the additional demands our operations placed on our smaller legacy fleet, that when combined challenged On-Time Performance. As the fleet rapidly transitions to a modernized and more reliable fleet, we expect to be able to drive both higher On-Time Performance and Utility. Delivering Operational Excellence and Maintaining High Standards of Safety A recent example of our joint activities is the availability of private travel transfers for DeltaOne® customers travelling to certain European destinations. Delta customers travelling on DeltaOne tickets to one of five focus cities in Europe this summer will receive a notification upon completion of their DeltaOne booking of their ability to book travel directly with Wheels Up to their final destination. This is but one example of how we are beginning to present hybrid aviation solutions to customers interested in optimizing their modes of travel across our respective platforms. Together with Delta, we’ve developed first-of-their-kind global aviation solutions for Delta's corporate and premium leisure customers, combining commercial and private air travel to create a seamless and flexible aviation experience. We have continued to build on the momentum within our partnership, commercially and operationally, and are still in the early stages of realizing its full potential. In the fourth quarter, we saw our highest level of new corporate membership growth, fueled by our combined sales efforts. Wheels Up x Delta 5


 
6 As always, our success this quarter and beyond continues to be fueled by the most professional team in the industry. Our culture of continuous improvement and our shared commitment to achieving both immediate goals and long-term aspirations has not only paved our path towards profitability but has fostered our vision-oriented and customer-centric mindset – one that I am proud to lead. Continuing to Build a Best-In-Class Team It is this shared sense of responsibility and achievement that continues to attract the best professionals in our industry to Wheels Up. With that, I’m pleased to welcome John Verkamp as CFO of Wheels Up, effective March 31st. With a track record of financial leadership and a deep understanding of complex operations from his more than two decades of experience at GE and GE Vernova, John will oversee our global finance organization. We’re thrilled to have John on the team and look forward to charting our course to becoming the best-run private aviation company in the world, together. Wheels Up is transforming premium travel. We believe the combination of our customer-centric business model, the fleet modernization that is bringing dozens of customer-preferred aircraft into our fleet, our Delta partnership and Wheels Up’s exceptional service, create the industry’s most compelling value proposition for customers. Finally, I want to close as I always do by extending my thanks to every member of the Wheels Up team. The level of care and enthusiasm with which each of you commit to enhancing the experience of our customers is truly inspiring, and something I am deeply appreciative of each day. Wheels Up, George Focused on the Future 6


 
7 About Wheels Up Wheels Up is a leading provider of on-demand private aviation in the U.S. and one of the largest companies in the industry. Wheels Up offers a complete global aviation solution with a large and diverse fleet and a global network of safety vetted charter operators, all backed by an uncompromising commitment to safety and service. Customers can access charter and membership programs, as well as unique commercial travel benefits through a one -of-a- kind, strategic partnership with Delta Air Lines. Wheels Up also offers freight, safety and security solutions and managed services to individuals, industry, government and civil organizations. Wheels Up is guided by the mission to deliver a premium solution for every customer journey. With the Wheels Up mobile app and website, members and customers have the digital convenience to search, book and fly. 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”, 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: (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 positive Adjusted EBITDA (as defined herein) 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 expected impact and timing of certain personnel transitions; and (viii) 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, 2023 filed with the U.S. Securities and Exchange Commission (“SEC”) on March 7, 2024 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. 7


 
8 Use of Non-GAAP Financial Measures This investor letter includes certain non-GAAP financial measures, such as Adjusted EBITDA, 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 generally accepted accounting principles in the United States of America (“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 investor letter. 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 equivalents, 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. Definitions of Non-GAAP Financial Measures 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 and (vi) other items not indicative of our ongoing operating performance, including but not limited to, restructuring charges. We include Adjusted EBITDA as a supplemental measure 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 it removes the effect of certain non-cash expenses and other items not indicative of our ongoing operating performance. Adjusted Contribution & 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. 8


 
9 Adjusted EBITDA The following tables reconcile Adjusted EBITDA to Net loss, which is the most directly comparable GAAP measure (in thousands): Reconciliations of Non-GAAP Financial Measures (1) Consists of expenses incurred associated with acquisitions, as well as integration-related charges incurred within one year of the applicable acquisition date, which are primarily related to system conversions, re-branding costs and fees paid to external advisors. (2) For the year ended December 31, 2024, primarily consists of charges for contract termination fees and employee separation programs as part of our ongoing cost reduction and strategic business initiatives. For the year ended December 31, 2023, primarily consists of restructuring charges related to the restructuring plan that we announced on March 1, 2023 (the “Restructuring Pl an”) and related strategic business expenses incurred to support significant changes to our member programs and certain aspects of our operations, which primarily include consultancy fees associated with designing and implementing changes to our member programs and obtaining financing, and severance and recruiting expenses associated with executive transitions and other employee separation programs as part of our cost reduction initiatives. 2024, which primarily includes expenses associated wi th transitioning Embraer Phenom 300 series aircraft to our operations, pilot training programs aligned to our fleet modernization strategy, amounts reserved during the fourth quarter of 2024 related to existing Parts and supplies inventory deemed in excess of future business needs after considering our fleet modernization strategy and loss on debt extinguishment of $14.4 million associated with the redemption in-full of the 2022 Term Equipment Notes on November 13, 2024. (3) Consists of expenses associated with establishing Member Operations Center located in the Atlanta, Georgia area (“the Atlanta Member Operations Center”) and its operations, which primarily includes 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, and related expenses concluded during the second quarter of 2024, approximately one year after operations began. 9


 
10 (4) Consists of expenses associated with establishing the Member Operations Center located in the Atlanta, Georgia area (the “Atlanta Member Operations Center”) and its operations, which primarily includes 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, and related expenses concluded during the second quarter of 2024, approximately one year after operations began. (5) Consists of expenses incurred to execute consolidation of our FAA operating certificates, which primarily includes pilot trai ning and retention programs and consultancy fees associated with planning and implementing the consolidation process. (6) Includes: (i) for both periods presented above, (a) collections of certain aged receivables which were added back to Net loss in the reconciliation presented for the year ended December 31, 2022, which for the periods presented above increase the Adjuste d EBITDA loss, and (b) amounts reserved related to existing Parts and supplies inventory deemed in excess of future business needs after considering certain strategic business initiatives; (ii) for the year ended December 31, 2024, (a) reserves and/or write- offs of certain aged receivables associated with our former aircraft management business divested on September 30, 2023, and (b) expenses incurred in connection with ongoing litigation matters; and (iii) for the year ended December 31, 2023, charges related to an individually immaterial litigation settlement during the third quarter of 2023. 10


 
11 (1) Consists of expenses incurred associated with acquisitions, as well as integration-related charges incurred within one year of the acquisition date primarily related to system conversions, re-branding costs and fees paid to external advisors. (2) For the three and nine months ended September 30, 2024, primarily includes charges for contract termination fees and employee separation programs as part of our ongoing cost reduction and strategic business initiatives. For the three and nine months ended September 30, 2023, includes restructuring charges related to the restructuring plan that we announced on March 1, 2023 (the “Restructuring Plan”) and related strategic business initiatives implemented in the first quarter of 2023, as well as ex penses incurred during the second quarter of 2023 to support significant changes to our member programs and certain aspects of our operations, primarily consisting of consultancy fees associated with designing and implementing changes to our member programs, and severance and recruiting expenses associated with executive transitions. (3) Consists of expenses associated with establishing our Member Operations Center located in the Atlanta, Georgia area (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) Represents a non-cash impairment charge related to goodwill recognized in the second and third quarters of 2023. (6) 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, (iii) expenses incurred associated with ongoing litigation matters, and (iv) amounts reserved during the second quarter of 2024 related to Parts and supplies inventory deemed in excess after revision of future business needs associated with strategic business initiatives. 11


 
12 The following tables reconcile Adjusted Contribution to Gross profit (loss), which is the most directly comparable GAAP measure (in thousands): (1) For the year ended December 31, 2024, primarily consists of charges for employee separation programs as part of our ongoing cost reduction and strategic business initiatives. For the year ended December 31, 2023, primarily consists of restructuring charges related to the Restructuring Plan and other employee separation programs as part of our cost reduction initiatives. (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 Embraer Phenom 300 series aircraft to our operations, pilot training programs aligned to our fleet modernization strategy and amounts reserved during the fourth quarter of 2024 related to existing Parts and supplies inventory deemed in excess of future business needs after considering our fleet modernization strategy. (3) Consists of expenses associated with establishing the Atlanta Member Operations Center and its operations, which primarily includes 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, and related expenses concluded during the second quarter of 2024, approximately one year after operations began. (4) Consists of expenses incurred to execute consolidation of our FAA operating certificates, which primarily includes pilot training and retention programs and consultancy fees associated with planning and implementing the consolidation process. (5) Includes amounts reserved related to existing Parts and supplies inventory deemed in excess of future business needs after considering certain strategic business initiatives. 12


 
13 (1) For the three and nine months ended September 30, 2024, primarily includes charges for employee separation programs as part of our ongoing cost reduction and strategic business initiatives. For the three and nine months ended September 30, 2023, includes restructuring charges related to the Restructuring Plan and related strategic business initiatives implemented during 2023. (2) 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. (3) 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. (4) Consists of amounts reserved during the second quarter of 2024 related to Parts and supplies inventory deemed in excess after revision of future business needs associated with strategic business initiatives. 13


 
14 In addition to financial measures, we regularly review certain key operating metrics to evaluate our business, determine the allocation of resources and make decisions regarding business strategies. We believe that these metrics can be useful for understanding the underlying trends in our business. The following table summarizes our key operating metrics: Key Operating Metrics Active Members. We define Active Members as the number of membership accounts that generated membership revenue in the applicable 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 revenue and Flight revenue. Active Users. We define Active Users as Active Members as of the reporting date plus unique non-member customers who completed a revenue generating flight at least once in the applicable period and excluding wholesale flight activity. While a unique customer can complete multiple revenue generating flights on our platform in a given period, that unique 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 markets in which we operate and our ability to generate revenue. 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. On-Time Performance (D-60) excludes all cancelled flights and wholesale flight activity. 14


 
15 Completion Rate. We define Completion Rate as the percentage of total scheduled flights operated and completed. Completion Rate excludes customer-initiated flight cancellations and wholesale flight activity. 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. Utility. We define Utility for the applicable period as the total revenue generating flight hours flown on our controlled fleet, excluding empty repositioning legs, divided by the monthly average number of available aircraft in our controlled 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 fleet available for revenue generating flights at the end of the applicable month and exclude aircraft then classified as held for sale. We believe Utility is a useful metric to measure the efficiency of our operations, our ability to generate a return on our assets and the impact of our fleet modernization strategy. Private Jet Gross Bookings & Total Gross Bookings. 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 all group charter flights, which are charter flights with 15 or more passengers (“Group Charter Flights”), and cargo flight services (“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. 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, Group Charter Flights and 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. For each of Private Jet Gross Bookings and Total 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 Private Jet Gross Bookings and Total 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 Private Jet Gross Bookings and Total 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 began presenting 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. 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. 15


 
EX-99.3 5 ex-993xpressreleasedatedma.htm EX-99.3 Document
Exhibit 99.3
Wheels Up Names John Verkamp as Chief Financial Officer

Verkamp to bring extensive financial leadership experience to help drive strategic growth plan

ATLANTA, March 11, 2025 – Wheels Up Experience Inc. (NYSE: UP), a global leader in private aviation, today announced the appointment of John Verkamp as Chief Financial Officer. With a track record of financial leadership and a deep understanding of complex operations, John will oversee the company’s global finance organization. John will be based in Atlanta and is expected to join the company on March 31, 2025.

John brings more than two decades of experience from General Electric Company ("GE") and GE Vernova Inc. ("GE Vernova") in the aviation and power industries. Prior to accepting this role, John served as Vice President and CFO of the Gas Power Global Services business of GE Vernova and previously held various financial leadership positions in the GE family of companies, including CFO of Gas Power Commercial and Services, CFO of Avio Aero and Chief Risk Officer at GE Aviation.

"We are excited to welcome John to Wheels Up at such a pivotal moment in our business transformation," said George Mattson, CEO of Wheels Up. "His extensive financial experience, strategic mindset and ability to drive impactful change in partnership with our commercial and operations teams will make him an outstanding addition to our executive team. His leadership and experience will be invaluable as we continue to deliver on the financial improvement that is part of our strategic transformation plan and chart an ambitious course for the future."

"I also want to take this opportunity to thank Eric Cabezas for the outstanding contributions he has made as Interim CFO as he transitions back to his role as Senior Vice President of Finance," said Mattson.

John holds a Bachelor of Science degree in Finance and Accounting from the Kelley School of Business at Indiana University.

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 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. (the "Company"). These forward-looking statements include, but are not limited to, statements regarding the expected impact and timing of certain personnel transitions. 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. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statement scan be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the U.S. Securities and Exchange Commission ("SEC") on March 7, 2024 and the Company’s other filings with the SEC from time to time. 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, the Company does not intend to update any of these forward-looking statements after the date of this press release.
Contacts
Investors:
ir@wheelsup.com
Media:
press@wheelsup.com

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