EX-99.1 2 ex-991xupdated2022x09x30up.htm EX-99.1 Document




Exhibit 99.1
WHEELS UP EXPERIENCE INC.
UPDATED UNAUDITED FINANCIAL STATEMENTS AND NON-GAAP RECONCILIATIONS
AS OF AND FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022
Explanatory Note
Wheels Up Experience Inc. (the “Company” or “Wheels Up”) is furnishing this Exhibit 99.1 to the Company’s Current Report on Form 8-K/A (the “Current Report”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2023 to reflect the updated unaudited condensed consolidated financial statements and reconciliations of Net loss to Adjusted EBITDA (as defined herein) based on the adjustments as of and for the three and nine months ended September 30, 2022 described in the Current Report. These updated unaudited condensed consolidated financial statements and reconciliations of Net loss to Adjusted EBITDA replace the corresponding unaudited financial statements presented in the Company’s press release announcing its unaudited financial results as of and for the three and nine months ended September 30, 2022 that was furnished as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 9, 2022.
Updated Financial Statements and Reconciliations
Financial Highlights
Three Months Ended September 30,
(In thousands, except percentages)
20222021% Change
Net loss$(148,838)$(76,608)94 %
Nine Months Ended September 30,
(In thousands, except percentages)
20222021% Change
Net loss$(330,637)$(197,230)68 %



WHEELS UP EXPERIENCE INC.
UPDATED UNAUDITED FINANCIAL STATEMENTS AND NON-GAAP RECONCILIATIONS
AS OF AND FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022
WHEELS UP EXPERIENCE INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands, except share data)
September 30, 2022
(Unaudited)		December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents$285,498 $784,574 
Accounts receivable, net127,354 79,403 
Other receivables8,920 8,061 
Parts and supplies inventories, net18,127 9,410 
Aircraft inventory33,231 — 
Aircraft held for sale20,113 18,101 
Prepaid expenses38,561 21,789 
Other current assets19,790 11,736 
Total current assets 551,594 933,074 
Property and equipment, net 387,802 317,836 
Operating lease right-of-use assets111,250 108,582 
Goodwill459,847 437,398 
Intangible assets, net146,881 146,959 
Restricted cash26,416 2,148 
Other non-current assets 63,948 35,067 
Total assets $1,747,738 $1,981,064 
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $48,962 $43,672 
Accrued expenses 128,557 107,153 
Deferred revenue, current966,367 933,527 
Operating lease liabilities, current30,051 31,617 
Intangible liabilities, current2,000 2,000 
Other current liabilities18,126 17,068 
Total current liabilities 1,194,063 1,135,037 
Deferred revenue, non-current1,885 1,957 
Operating lease liabilities, non-current87,027 83,461 
Warrant liability2,003 10,268 
Intangible liabilities, non-current12,583 14,083 
Other non-current liabilities2,742 30 
Total liabilities 1,300,303 1,244,836 
Equity:
Class A common stock, $0.0001 par value; 2,500,000,000 authorized; 248,131,546 shares issued and 245,744,961 shares outstanding as of September 30, 2022; and 245,834,569 shares issued and outstanding as of December 31, 2021
25 25 
Additional paid-in capital 1,522,368 1,450,839 
Accumulated deficit (1,050,964)(720,713)
Accumulated other comprehensive loss(16,647)— 
Treasury stock, at cost, 2,386,585 and 0 shares, respectively
(7,347)— 
Total Wheels Up Experience Inc. stockholders’ equity447,435 730,151 
Non-controlling interests— 6,077 
Total equity447,435 736,228 
Total liabilities and equity $1,747,738 $1,981,064 
2




WHEELS UP EXPERIENCE INC.
UPDATED UNAUDITED FINANCIAL STATEMENTS AND NON-GAAP RECONCILIATIONS
AS OF AND FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022
WHEELS UP EXPERIENCE INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands except share and per share data)
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Revenue$420,356 $301,978 $1,171,503 $849,215 
Costs and expenses:
Cost of revenue403,042 283,495 1,144,698 773,191 
Technology and development16,639 8,769 42,436 23,818 
Sales and marketing 30,830 22,157 87,761 55,846 
General and administrative 44,323 42,490 130,200 76,444 
Depreciation and amortization16,500 13,639 46,862 40,952 
Gain on sale of aircraft held for sale(1,316)— (3,950)— 
Impairment of goodwill62,000 — 62,000 — 
Total costs and expenses572,018 370,550 1,510,007 970,251 
Loss from operations(151,662)(68,572)(338,504)(121,036)
Other income (expense):
Change in fair value of warrant liability2,504 12,271 8,265 12,271 
 Loss on extinguishment of debt— (2,379)— (2,379)
Interest income1,130 7 1,612 25 
Interest expense— (782)— (9,503)
Other expense, net(625)— (1,505)— 
Total other income (expense)3,009 9,117 8,372 414 
Loss before income taxes(148,653)(59,455)(330,132)(120,622)
Income tax expense(185)— (505)— 
Net loss(148,838)(59,455)(330,637)(120,622)
Less: Net loss attributable to non-controlling interests— (970)(387)(6,572)
Net loss attributable to Wheels Up Experience Inc.$(148,838)$(58,485)$(330,250)$(114,050)
Net loss per share of Class A common stock:
Basic$(0.61)$(0.25)$(1.35)$(0.60)
Diluted$(0.61)$(0.25)$(1.35)$(0.60)
Weighted-average shares of Class A common stock outstanding:
Basic244,350,959 235,341,054 244,347,871 191,057,091 
Diluted244,350,959 235,341,054 244,347,871 191,057,091 
3




WHEELS UP EXPERIENCE INC.
UPDATED UNAUDITED FINANCIAL STATEMENTS AND NON-GAAP RECONCILIATIONS
AS OF AND FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022
WHEELS UP EXPERIENCE INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
Nine Months Ended September 30,
20222021
OPERATING ACTIVITIES:
Net loss$(330,637)$(120,622)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 46,862 40,952 
Amortization of deferred financing costs and debt discount— 618 
Equity-based compensation65,839 30,668 
Change in fair value of warrant liability(8,265)(12,271)
Provision for (recovery of) expected credit losses(489)1,163 
Gain on sale of aircraft held for sale(3,950)— 
Loss on extinguishment of debt— 2,379 
Impairment of goodwill62,000 — 
Changes in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable(31,474)(9,074)
Other receivables(859)(1,906)
Parts and supplies inventories(8,544)(2,749)
Aircraft inventory(33,231)— 
Prepaid expenses(8,065)(11,673)
Other current assets(2,477)— 
Other non-current assets(27,534)(256)
Operating lease liabilities, net(624)(1,414)
Accounts payable(2,885)11,807 
Accrued expenses(1,131)(9,742)
Other current liabilities812 (1,037)
Other non-current liabilities(1,036)131 
Deferred revenue(2,653)(69,390)
Net cash used in operating activities(288,341)(152,416)
INVESTING ACTIVITIES:
Purchases of property and equipment(80,039)(6,683)
Purchases of aircraft held for sale(39,894)— 
Proceeds from sale of aircraft held for sale, net41,833 — 
Acquisitions of businesses, net of cash acquired(75,093)7,844 
Capitalized software development costs(18,532)(9,589)
Net cash used in investing activities(171,725)(8,428)
FINANCING ACTIVITIES:
Proceeds from stock option exercises— 1,332 
Proceeds from Business Combination and PIPE Investment— 656,304 
Purchase of Shares for Treasury(7,347)— 
Transaction costs in connection with the Business Combination and PIPE Investment— (70,406)
Repayments of long-term debt— (213,934)
Repayment of loans to employees— 102 
Net cash provided by (used in) financing activities(7,347)373,398 
Effect of exchange rate changes on cash, cash equivalents and restricted cash(7,395)— 
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH(474,808)212,554 
CASH, CASH EQUIVALENTS AND RESTRICTED CASH BEGINNING OF PERIOD786,722 324,876 
CASH, CASH EQUIVALENTS AND RESTRICTED CASH END OF PERIOD$311,914 $537,430 
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Non-cash consideration issued for business acquisition of Mountain Aviation, LLC$— $30,172 
Assumption of warrant liability in Business Combination$— $28,219 
4




WHEELS UP EXPERIENCE INC.
UPDATED UNAUDITED FINANCIAL STATEMENTS AND NON-GAAP RECONCILIATIONS
AS OF AND FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022
Non-GAAP Financial Measures
The Company reports certain key financial measures that are not required by, or presented in accordance with, generally accepted accounting principles in the United States of America (“GAAP”). These non-GAAP financial measures are an addition, and not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP and should not be considered as an alternative to any performance measures derived in accordance with GAAP. The Company believes that these non-GAAP financial measures of financial results provide useful supplemental information to investors, about Wheels Up. However, there are a number of limitations related to the use of these non-GAAP financial measures and their nearest GAAP equivalents, including that they exclude significant expenses that are required by GAAP to be recorded in Wheels Up’s financial measures. In addition, other companies may calculate non-GAAP financial measures differently, or may use other measures to calculate their financial performance, and therefore, Wheels Up’s non-GAAP financial measures may not be directly comparable to similarly titled measures of other companies.
Definition of Non-GAAP Financial Measure
The Company calculates Adjusted EBITDA as net income (loss) adjusted for (i) interest income (expense), (ii) income tax expense, (iii) depreciation and amortization, (iv) equity-based compensation expense, (v) acquisition and integration related expenses, (vi) public company readiness related expenses, (vii) restructuring charges, (viii) change in fair value of warrant liability, (ix) losses on the extinguishment of debt and (x) other items not indicative of the Company’s ongoing operating performance.
The Company includes Adjusted EBITDA because it is a supplemental measure used by the Company’s management team for assessing operating performance. Adjusted EBITDA is used in conjunction with bonus program target achievement determinations, strategic internal planning, annual budgeting, allocating resources and making operating decisions. In addition, Adjusted EBITDA provides useful information for historical period-to-period comparisons of the Company’s business, as it removes the effect of certain non-cash expenses and variable amounts.
For more information on Adjusted EBITDA and other non-GAAP financial measures used by Wheels Up, see the section titled “Non-GAAP Financial Measures” included in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Wheels Up’s Quarterly Report on Form 10-Q, which was filed with the SEC on November 9, 2022.
5




WHEELS UP EXPERIENCE INC.
UPDATED UNAUDITED FINANCIAL STATEMENTS AND NON-GAAP RECONCILIATIONS
AS OF AND FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022
Reconciliations of Non-GAAP Financial Measures
Adjusted EBITDA
The following table reconciles Adjusted EBITDA to net loss, which is the most directly comparable GAAP measure (in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Net loss
$(148,838)$(59,455)$(330,637)$(120,622)
Add back (deduct)
Interest expense
— 782 — 9,503 
Interest income
(1,130)(7)(1,612)(25)
Income tax expense185 — 505 — 
Other expense, net625 — 1,505 — 
Depreciation and amortization
16,500 13,639 46,862 40,952 
Equity-based compensation expense
22,504 27,906 65,839 30,668 
Public company readiness expense(1)
— 2,455 — 3,298 
Acquisition and integration expense(2)
4,747 644 16,092 5,017 
Restructuring charges(3)
682 — 6,165 — 
Change in fair value of warrant liability(2,504)(12,271)(8,265)(12,271)
Loss on extinguishment of debt— 2,379 — 2,379 
Corporate headquarters relocation expense— — — 31 
Impairment of goodwill(4)
62,000 — 62,000 — 
Adjusted EBITDA
$(45,229)$(23,928)$(141,546)$(41,070)
__________________
(1)Includes costs primarily associated with compliance, updated systems and consulting in advance of transitioning to a public company.
(2)Consists mainly of system conversions, merging of operating certificates, re-branding costs and fees paid to external advisors in connection with strategic transactions.
(3)During 2022, we recorded restructuring charges for employee separation programs following strategic business decisions.
(4)Represents non-cash impairment charges related to goodwill realized in the third quarter.
6




WHEELS UP EXPERIENCE INC.
UPDATED UNAUDITED FINANCIAL STATEMENTS AND NON-GAAP RECONCILIATIONS
AS OF AND FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022

The following tables reconcile Adjusted EBITDA to net loss, including the impact of reconciled items on individual income statement expense classifications (in thousands):
Three Months Ended September 30, 2022
GAAP as reportedEquity-based compensation expenseAcquisition and integration expenseRestructuring Non-GAAP
Revenue$420,356 $— $— $— $420,356 
Costs and expenses:
Cost of revenue403,042 (3,581)(650)— 398,811 
Technology and development16,639 (751)— — 15,888 
Sales and marketing30,830 (2,756)— — 28,074 
General and administrative44,323 (15,416)(4,097)(682)24,128 
Depreciation and amortization16,500 — — — 16,500 
Gain on sale of aircraft held for sale(1,316)— — — (1,316)
Impairment of goodwill62,000 — — — 62,000 
Total costs and expenses:572,018 (22,504)(4,747)(682)544,085 
Loss from operations(151,662)22,504 4,747 682 (123,729)
Other income (expense)
Change in fair value of warrant liability2,504 2,504 
Interest income1,130 1,130 
Other expense, net(625)(625)
Total other income3,009 3,009 
Income tax expense(185)(185)
Net loss$(148,838)(120,905)
Add back (deduct)
Depreciation and amortization16,500 
Impairment of goodwill62,000 
Change in fair value of warrant liability(2,504)
Interest income(1,130)
Income tax expense185 
Other expense, net625 
Adjusted EBITDA$(45,229)

7




WHEELS UP EXPERIENCE INC.
UPDATED UNAUDITED FINANCIAL STATEMENTS AND NON-GAAP RECONCILIATIONS
AS OF AND FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022
Nine Months Ended September 30, 2022
GAAP as reportedEquity-based compensation expenseAcquisition and integration expenseRestructuring Non-GAAP
Revenue$1,171,503 $— $— $— $420,356 
Costs and expenses:
Cost of revenue1,144,698 (11,320)(650)— 1,132,728 
Technology and development42,436 (2,047)— — 40,389 
Sales and marketing87,761 (8,314)— — 79,447 
General and administrative130,200 (44,158)(15,442)(6,165)64,435 
Depreciation and amortization46,862 — — — 46,862 
Gain on sale of aircraft held for sale(3,950)— — — (3,950)
Impairment of goodwill62,000 — — — 62,000 
Total costs and expenses:1,510,007 (65,839)(16,092)(6,165)1,421,911 
Loss from operations(338,504)65,839 16,092 6,165 (1,001,555)
Other income (expense)
Change in fair value of warrant liability8,265 8,265 
Interest income1,612 1,612 
Other expense, net(1,505)(1,505)
Total other income8,372 8,372 
Income tax expense(505)(505)
Net loss$(330,637)(242,541)
Add back (deduct)
Depreciation and amortization46,862 
Impairment of goodwill62,000 
Change in fair value of warrant liability(8,265)
Interest income(1,612)
Income tax expense505 
Other expense, net1,505 
Adjusted EBITDA$(141,546)


* — * — * — * — *
8