PR Newswire | Nov 10, 2021 06:31AM EST

11/10 05:30 CST

Wheels Up Announces Record Revenue for Third Quarter 2021Company Continues to Invest in its Marketplace Platform NEW YORK, Nov. 10, 2021

NEW YORK, Nov. 10, 2021 /PRNewswire/ -- Wheels Up Experience Inc. (NYSE:UP) today announced financial results for the third quarter, which ended September 30, 2021.

Third Quarter 2021 Highlights

* Revenue increased 55% year-over-year to $302.0 million * Active Members grew 45% year-over-year to 11,375 in total * Live Flight Legs increased 52% year-over-year to 19,714 in total * Adjusted EBITDA decreased by $(15.9) million year-over-year to $(23.9) million

"I am pleased to report another quarter of record revenue, which offers further evidence that the work to expand our fleet offerings, invest in our iconic brand, and serve our high value customers is setting us apart." said Kenny Dichter, Wheels Up Chairman & Chief Executive Officer. "Our supply constraints are no different than what many companies are facing today, and reinforces the need for the technology-enabled marketplace platform that we are building. In the meantime, however, it's imperative that we continue our investments to deliver the best experience possible for every customer. I want to express my appreciation to our extraordinary team for their relentless dedication to the operation and their passion for our Members and Customers. In turn, I also want to thank our Members and Customers for their loyalty and trust."

"We are steadfastly committed to serving and investing in our growing base of loyal Customers, even as the state of the industry has brought unique and unprecedented challenges," said Eric Jacobs, Wheels Up Chief Financial Officer. "We are managing through these challenges and the near-term impact they are having on our margins, and believe we can significantly increase margins in the long-term."

Recent Initiatives

* Commenced strategic relationship with American Express, offering their members exclusive benefits. The partnership has driven strong new flight activity, membership purchases, and fund block purchases as well as a significant increase in mobile downloads during the quarter. * Accelerated success in selling "UP for Business," which has benefited from the commercial relationship with Delta Air Lines that gives businesses the flexibility to fly both commercial and private as well as access a diverse range of aircraft to fit their varying needs. * Announced new capped rate pricing and program changes for our membership programs, which will take effect on December 1, 2021. * Enhanced the senior leadership team with the appointment of Vinayak Hegde to President on October 5, 2021, as well as the hiring of a Gene McKenna as Chief Product Officer; Srikanth Satya as Chief Technology Officer; and Julia Zhang as SVP of Pricing and Revenue Management.

Financial and Operating Highlights

As of September 30,

2021 2020 % Change

Active Members^(1) 11,375 7,864 45 %



Three Months Ended September 30,

(in thousands, except percentages, % Active Users, Live Flight Legs and2021 2020 Change Revenue per Live Flight Leg)

Active Users^(1) 12,011 9,280 29 %

Live Flight Legs^(1) 19,714 12,951 52 %

Revenue per Live Flight Leg $11,076 $ 10,832 2 %

Revenue $301,978 $ 194,781 55 %

Net income (loss) $(59,455) $ 20,548 (389)%

Adjusted EBITDA^(1) $(23,928) $ (8,025) (198)%



Nine Months Ended September 30,

(in thousands, except percentages) 2021 2020 % Change

Revenue $849,215 $ 485,208 75 %

Net loss $(120,622) $ (51,292) (135)%

Adjusted EBITDA^(1) $(41,070) $ (41,111) - %



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

For the third quarter:

* Active Members grew 45% year-over-year to 11,375 driven by strong new Member additions and existing membership retention, as well as continued success converting legacy Wheels Up Private Jets LLC Jet Card holders into Wheels Up Members. * Active Users grew 29% to 12,011 year-over-year primarily driven by the growth in Active Members. * Live Flight Legs increased by 52% year-over-year to 19,714 with strong flight demand across all cabin classes driven by the growth in Active Members and the impact of COVID-19 on 2020 results. The acquisition of Mountain Aviation, LLC, acquired on January 5, 2021, also contributed to the year over year growth. * Revenue per Live Flight Leg increased 2% year-over-year to $11,076 as a result of a higher mix of larger cabin flying and partially offset by a seasonal decrease in average flight stage length. * Revenue increased 55% year-over-year driven by strong flight demand, the impact of COVID-19 on 2020 results and the acquisition of Mountain Aviation. * Net income (loss) decreased by $(80.0) million due to several factors, including the impact of the Company benefiting from the utilization of $51.6 million of CARES Act grant funding in 2020, a decrease in Adjusted Contribution Margin caused by supply constraints and increased operating costs, as well as an increase in equity-based compensation expense, including a broad-based equity grant to the Wheels Up employee pilots. * Adjusted EBITDA of $(23.9) million, decreased $(15.9) million year-over-year, due primarily to lower Adjusted Contribution Margin.

Webcast and Conference Call Information

A conference call with management will be held today at 8:30 am ET. To access a live webcast of the conference call and supporting presentation materials, please click on the Wheels Up investor site (www.wheelsup.com/investors). To participate by phone, please dial 844-200-6205 (US Toll Free) or 929-526-1599 (Toll/International) using the access code 122939. An online replay of the conference call will be available approximately three hours after the conference call at the link above. A telephone replay will be available for two weeks by dialing 866-813-9403 (US Toll Free) or +44 204 525 0658 (International) using the access code 006139. Participants are asked to dial in 15 minutes early to ensure a timely connection. This earnings press release and any supporting materials will be available on the Company's investor relations website. We also provide announcements regarding the Company's financial performance, including U.S. Securities and Exchange Commission (the "SEC") filings, investor events, press and earnings releases, and blogs, on the investor relations website.

About Wheels Up

Wheels Up Experience Inc. ("Wheels Up"), a leading demand generator in private aviation, offers a total private aviation solution that includes world-class safety, service, and flexibility through on-demand flights, membership programs, corporate solutions, aircraft management, whole aircraft sales, and commercial travel benefits through a strategic partnership with Delta Air Lines. Wheels Up, which was founded and is led by renowned entrepreneur Kenny Dichter, is uniquely positioned to offer its Customers and Members access to over 1,500 safety-vetted and verified aircraft.

Through the Wheels Up App anyone can search, book, and fly. Wheels Up Connect, Core, and Business memberships provide enhancements such as flight sharing, empty-leg Hot Flights, Shuttle Flights, Shared Flights, signature Wheels Down events, and exclusive member benefits from preeminent lifestyle brands. The Company's ongoing Wheels Up Cares program aligns with philanthropic organizations and initiatives that affect and matter to the Company and its Customers, Members, stakeholders, families, and friends. The Wheels Up Cares fleet is comprised of five custom painted Beechcraft King Air 350i aircraft; each plane serves as a flying symbol for a specific cause.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains certain "forward-looking statements" within the meaning of the federal securities laws. These forward-looking statements include, but are not limited to, statements regarding Wheels Up's expectations, hopes, beliefs, intentions or strategies regarding the future including, without limitation, statements regarding: (i) the size, demands and growth potential of the markets for Wheels Up's products and services and Wheels Up's ability to serve those markets, (ii) the degree of market acceptance and adoption of Wheels Up's products and services, (iii) Wheels Up's ability to develop innovative products and services and compete with other companies engaged in the private aviation industry and (iv) Wheels Up's ability to attract and retain customers. In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "strive," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that statement is not forward-looking. 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 Wheels Up's control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. Additional factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in the registration statement on Form S-1 filed with the SEC by Wheels Up on August 3, 2021, and other documents filed by Wheels Up from time to time with the SEC. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and Wheels Up undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, changes in expectations, future events or otherwise. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. We do not give any assurance that Wheels Up will achieve its expectations.

Use of Non-GAAP Financial Measures

This press release includes certain non-GAAP financial measures such as Adjusted EBITDA, Adjusted Contribution, and Adjusted Contribution Margin. These non-GAAP financial measures are an addition, and not a substitute for or superior to, measures of financial performance prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") and should not be considered as an alternative to net income (loss), operating income (loss) or any other performance measures derived in accordance with GAAP. Reconciliations of non-GAAP financial measures to their most directly comparable GAAP counterparts are included in the "Reconciliations of Non-GAAP Financial Measures" section herein to this earnings press release. Wheels Up believes that these non-GAAP financial measures of financial results provide useful supplemental information to investors about Wheels Up. However, there are a number of limitations related to the use of these non-GAAP financial measures and their nearest GAAP equivalents, including that they exclude significant expenses that are required by GAAP to be recorded in Wheels Up's financial measures. In addition, other companies may calculate non-GAAP financial measures differently, or may use other measures to calculate their financial performance, and therefore, Wheels Up's non-GAAP financial measures may not be directly comparable to similarly titled measures of other companies. Additionally, to the extent that forward-looking non-GAAP financial measures are provided, they are presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP financial measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations.

For more information on these non-GAAP financial measures, see the sections titled "Definitions of Key Operating Metrics and Non-GAAP Financial Measures" and "Reconciliations of Non-GAAP Financial Measures" included at the end of this earnings press release.

ContactsInvestors: ir@wheelsup.com

Media: wheelsup@jonesworks.com

WHEELS UP EXPERIENCE INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited, in thousands, except share data)



September 30, 2021December 31, 2020

ASSETS

Current assets:

Cash and cash equivalents $535,253 $312,799

Accounts receivable, net 69,044 50,397

Other receivables 10,112 8,205

Parts and supplies inventories, net 8,742 5,320

Prepaid expenses and other 34,106 18,801

Total current assets 657,257 395,522

Property and equipment, net 313,986 323,090

Operating lease right-of-use assets 112,372 64,479

Goodwill 437,181 400,160

Intangible assets, net 152,416 163,710

Restricted cash 2,177 12,077

Employee loans receivable, net - 102

Other non-current assets 1,104 849

Total assets $1,676,493 $1,359,989

LIABILITIES AND EQUITY

Current liabilities:

Current maturities of long-term debt $131 $62,678

Accounts payable 42,363 20,920

Accrued expenses 83,231 71,381

Deferred revenue, current 585,319 651,096

Operating lease liabilities, current 32,315 15,858

Intangible liabilities, current 2,000 2,000

Other current liabilities 14,942 15,980

Total current liabilities 760,301 839,913

Long-term debt 22 148,411

Deferred revenue, non-current 1,948 1,982

Operating lease liabilities, 87,087 56,358 non-current

Warrant liability 15,948 -

Intangible liabilities, non-current 14,583 16,083

Other non-current liabilities 3,548 3,415

Total liabilities 883,437 1,066,162

Commitments and contingencies

Equity:

Class A common stock, $0.0001 par value; 2,500,000,000 authorized; 245,583,108 and 169,717,146 shares 25 17 issued and outstanding as of September 30, 2021 and December 31, 2020, respectively

Additional paid-in capital 1,460,053 831,226

Accumulated deficit (677,491) (563,441)

Total Wheels Up Experience Inc. 782,587 267,802 stockholders' equity

Non-controlling interests 10,469 26,025

Total equity 793,056 293,827

Total liabilities and equity $1,676,493 $1,359,989

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,

2021 2020 2021 2020

Revenue $301,978 $194,781 $849,215 $485,208



Costs and expenses:

Cost of revenue 283,495 171,338 773,191 446,632

Technology and 8,769 6,044 23,818 15,345 development

Sales and 22,157 13,655 55,846 38,893 marketing

General and 42,490 14,542 76,444 38,740 administrative

Depreciation and13,639 14,722 40,952 44,189 amortization

Cares Act grant - (51,646) - (64,923)

Total costs and 370,550 168,655 970,251 518,876 expenses



Income (loss) (68,572) 26,126 (121,036) (33,668) from operations



Other income (expense):

Change in fair value of warrant12,271 - 12,271 - liability

Loss on extinguishment (2,379) - (2,379) - of debt

Interest income 7 36 25 503

Interest expense(782) (5,614) (9,503) (18,127)

Total other 9,117 (5,578) 414 (17,624) income (expense)



Income (loss) before income (59,455) 20,548 (120,622) (51,292) taxes



Income tax - - - - expense



Net income (59,455) 20,548 (120,622) (51,292) (loss)

Less: net income (loss) attributable to (970) 1,639 (6,572) (3,944) non-controlling interests

Net income (loss) attributable to $(58,485) $18,909 $(114,050) $(47,348) Wheels Up Experience Inc.



Net income (loss) per share of Class A common stock:

Basic $(0.25) $0.11 $(0.60) $(0.29)

Diluted $(0.25) $0.11 $(0.60) $(0.29)



Weighted-average shares of Class A common stock outstanding:

Basic 235,341,054.00 165,055,043.00191,057,091.00 161,649,090.00

Diluted 235,341,054.00 165,055,043.00191,057,091.00 161,649,090.00

WHEELS UP EXPERIENCE INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited, in thousands)



Nine Months Ended September 30,

2021 2020

OPERATING ACTIVITIES:

Net loss $(120,622) $(51,292)

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

Depreciation and amortization 40,952 44,190

Amortization of deferred financing costs and 618 1,265 debt discount

Equity-based compensation 30,668 2,524

Change in fair value of warrant liability (12,271) -

Provision for expected credit losses 1,163 328

Loss on extinguishment of debt 2,379 -

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

Accounts receivable (9,074) 28,196

Other receivables (1,906) 2,368

Parts and supplies inventories (2,749) 263

Prepaid expenses and other (11,673) 1,214

Other non-current assets (256) 1,019

Operating lease liabilities, net (1,414) (297)

Accounts payable 11,807 (16,786)

Accrued expenses (9,742) (9,021)

Other current liabilities (1,037) (613)

Other non-current liabilities 131 2,069

Deferred revenue (69,390) (26)

Net cash (used in) provided by operating (152,416) 5,401 activities



INVESTING ACTIVITIES:

Purchases of property and equipment (6,683) (4,878)

Acquisition of businesses, net of cash 7,844 97,104 acquired

Capitalized software development costs (9,589) (5,144)

Net cash (used in) provided by investing (8,428) 87,082 activities



FINANCING ACTIVITIES:

Proceeds from stock option exercises 1,332 -

Proceeds from the Business Combination and 656,304 - PIPE Investment

Transaction costs in connection with the (70,406) - Business Combination and PIPE Investment

Proceeds from long-term debt - 755

Repayments of long-term debt (213,934) (54,772)

Repayment (issuance) of loans to employees 102 (67)

Net cash provided by (used in) financing 373,398 (54,084) activities



NET INCREASE IN CASH, CASH EQUIVALENTS AND 212,554 38,399 RESTRICTED CASH

CASH, CASH EQUIVALENTS AND RESTRICTED CASH BEGINNING OF 324,876 96,440 PERIOD

CASH, CASH EQUIVALENTS AND RESTRICTED CASH $537,430 $134,839 END OF PERIOD

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Non-cash consideration issued for business - $427,007 acquisition of Delta Private Jets LLC

Non-cash consideration issued for business - $32,638 acquisition of Gama Aviation LLC

Non-cash consideration issued for business $30,172 - acquisition of Mountain Aviation, LLC

Assumption of warrant liability in Business $28,219 - Combination

Definitions of Key Operating Metrics and Non-GAAP Financial Measures

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

Definitions of Key Operating Metrics

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

Active Users. We define Active Users as Active Members and legacy WUPJ jet card holders as of the reporting date plus unique non-member consumers who completed a revenue generating flight at least once in a given period and excluding wholesale flight activity. While a unique consumer can complete multiple revenue generating flights on our platform in a given period, that unique user is counted as only one Active User. We use Active Users to assess the adoption of our platform and frequency of transactions, which are key factors in our penetration of the market in which we operate and our growth in revenue.

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

Definitions of Non-GAAP Financial Measures

Adjusted Contribution and Adjusted Contribution Margin.We calculate Adjusted Contribution as gross profit (loss) excluding depreciation and amortization and adjusted further for (i) equity-based compensation included in cost of revenue, (ii) acquisition and integration expense included in cost of revenue and (iii) other items included in cost of revenue that are not indicative of our ongoing operating performance, including COVID-19 response initiatives for 2020. Adjusted Contribution Margin is calculated by dividing Adjusted Contribution by total revenue.

We include Adjusted Contribution and Adjusted Contribution Margin as supplemental measures for assessing operating performance. Adjusted Contribution and Adjusted Contribution Margin are used to understand our ability to achieve profitability over time through scale and leveraging costs. In addition, Adjusted Contribution and Adjusted Contribution Margin provides useful information for historical period-to-period comparisons of our business and to identify trends. Prior to issuing a broad-based equity grant for our pilots during the third quarter of 2021, equity-based compensation expense included in cost of revenue for prior periods was not significant.

Adjusted EBITDA. We calculate Adjusted EBITDA as net income (loss) adjusted for (i) interest income (expense), (ii) income tax expense, (iii) depreciation and amortization, (iv) equity-based compensation expense, (v) acquisition and integration related expenses, (vi) public company readiness related expenses, (vii) change in fair value of warrant liability, (viii) losses on the extinguishment of debt and (ix) other items not indicative of our ongoing operating performance, including the CARES Act grant and COVID-19 response initiatives for 2020.

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

Reconciliations of Non-GAAP Financial Measures

Adjusted Contribution and Adjusted Contribution Margin

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

Three Months Ended September 30,Nine Months Ended September 30,

2021 2020 2021 2020

Revenue $301,978$ 194,781$849,215$ 485,208

Less: Cost (283,495)(171,338) (773,191)(446,632) of revenue

Less: Depreciation(13,639) (14,722) (40,952) (44,189) and amortization

Gross profit$4,844 $ 8,721 $35,072 $ (5,613)(loss)

Gross margin1.6% 4.5% 4.1% (1.2)%

Add back:

Depreciation and 13,639 14,722 40,952 44,189 amortization

Equity-based compensation expense in 679 109 779 226 cost of revenue

Acquisition and integration - - 1,011 - expense in cost of revenue

COVID-19 response initiatives - 117 - 395 in cost of revenue

Adjusted $19,162 $ 23,669 $77,814 $ 39,197 Contribution

Adjusted Contribution6.3% 12.2% 9.2% 8.1% Margin

Adjusted EBITDA

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

Three Months Ended September 30,Nine Months Ended September 30,

2021 2020 2021 2020

Net income (loss) $ (59,455) $ 20,548 $ (120,622) $(51,292)

Add back (deduct)

Interest expense 782 5,614 9,503 18,127

Interest income (7) (36) (25) (503)

Depreciation and amortization 13,639 14,722 40,952 44,189

Equity-based compensation expense 27,906 1,168 30,668 2,524

Public company readiness expense 2,455 40 3,298 242

Acquisition and integration expense 644 376 5,017 7,694

CARES Act grant recognition - (51,646) - (64,923)

COVID-19 response initiatives - 323 - 773

Corporate headquarters relocation expense- 866 31 2,058

Change in fair value of warrant liability(12,271) - (12,271) -

Loss on extinguishment of debt 2,379 - 2,379 -

Adjusted EBITDA $ (23,928) $ (8,025) $ (41,070) $(41,111)

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

Three Months Ended September 30, 2021 Equity-basedPublic AcquisitionCorporate GAAP as compensationcompany and headquartersNon-GAAP reported expense readiness integrationrelocation expense expense expense

Revenue $301,978 $ - $ - $- $ - $301,978



Costs and expenses:

Cost of revenue 283,495 (679) - - - 282,816

Technology and 8,769 (619) - - - 8,150 development

Sales and 22,157 (2,449) (780) - - 18,928 marketing

General and 42,490 (24,159) (1,675) 1(644) - 16,012 administrative

Depreciation and 13,639 - - - 13,639 amortization

Total costs and 370,550 (27,906) (2,455) (644) - 339,545 expenses:



Loss from (68,572) 27,906 2,455 644 - (37,567) operations



Other (expense) income

Loss on early extinguishment of(2,379) - - - - (2,379) debt

Change in fair value of warrant 12,271 - - - - 12,271 liability

Interest income 7 - - - - 7

Interest expense (782) - - - - (782)

Total other 9,117 - - - - 9,117 income



Net loss $(59,455) (28,450)



Add back (deduct)

Depreciation and 13,639 amortization

Loss on early extinguishment of 2,379 debt

Change in fair value of warrant (12,271) liability

Interest income (7)

Interest expense 782

Adjusted EBITDA $(23,928)



Three Months Ended September 30, 2020 Equity-basedPublic AcquisitionCorporate COVID-19 Cares Act GAAP as compensationcompany and headquartersresponse grant Non-GAAP reported expense readinessintegrationrelocation initiativesrecognition expense expense expense

Revenue $194,781- - - - - - $194,781



Costs and expenses:

Cost of revenue 171,338 (109) - - - (117) - 171,112

Technology and 6,044 (129) - - - - - 5,915 development

Sales and 13,655 (261) - - - - - 13,394 marketing

General and 14,542 (669) (40) (376) (866) (206) - 12,385 administrative

Depreciation and 14,722 - - - - - - 14,722 amortization

CARES Act grant (51,646) - - - - - 51,646 -

Total costs and 168,655 (1,168) (40) (376) (866) (323) 51,646 217,528 expenses:



Loss from 26,126 1,168 40 376 866 323 (51,646) (22,747) operations



Other (expense) income

Interest income 36 - - - - - - 36

Interest expense (5,614) - - - - - - (5,614)

Total other (5,578) - - - - - - (5,578) expense



Net income (loss)$20,548 (28,325)



Add back (deduct)

Depreciation and 14,722 amortization

Interest income (36)

Interest expense 5,614

Adjusted EBITDA $(8,025)

Nine Months Ended September 30, 2021 Equity-basedPublic AcquisitionCorporate GAAP as compensationcompany and headquartersNon-GAAP reported expense readinessintegrationrelocation expense expense expense

Revenue $849,215 $ - $ - $ - $ - $849,215



Costs and expenses:

Cost of revenue 773,191 (779) - (1,011) - 771,401

Technology and 23,818 (806) - - - 23,012 development

Sales and 55,846 (2,901) (780) - - 52,165 marketing

General and 76,444 (26,182) (2,517) (4,007) (31) 43,707 administrative

Depreciation and 40,952 - - - - 40,952 amortization

Total costs and 970,251 (30,668) (3,297) (5,018) (31) 931,237 expenses:



Loss from (121,036) 30,668 3,297 5,018 31 (82,022) operations



Other (expense) income

Loss on early extinguishment of(2,379) (2,379) debt

Change in fair value of warrant 12,271 12,271 liability

Interest income 25 - - - - 25

Interest expense (9,503) - - - - (9,503)

Total other 414 - - - - 414 expense



Net loss $(120,622) (81,608)



Add back (deduct)

Depreciation and 40,952 amortization

Loss on early extinguishment of 2,379 debt

Change in fair value of warrant (12,271) liability

Interest income (25)

Interest expense 9,503

Adjusted EBITDA $(41,070)

Nine Months Ended September 30, 2020 Equity-basedPublic AcquisitionCorporate COVID-19 Cares Act GAAP as compensationcompany and headquartersresponse Grant Non-GAAP reported expense readinessintegrationrelocation initiativesrecognition expense expense expense

Revenue $485,208 $ - $- $ - $ - $- $ - $485,208



Costs and expenses:

Cost of revenue 446,632 (226) - - - (395) - 446,011

Technology and 15,345 (342) - - - - - 15,003 development

Sales and 38,893 (814) - - - - - 38,079 marketing

General and 38,740 (1,142) (242) (7,694) (2,058) (377) - 27,227 administrative

Depreciation and 44,189 - - - - - - 44,189 amortization

CARES Act grant (64,923) - - - - - 64,922 (1)

Total costs and 518,876 (2,524) (242) (7,694) (2,058) (772) 64,922 570,508 expenses:



Loss from (33,668) 2,524 242 7,694 2,058 772 (64,922) (85,300) operations



Other (expense) income

Interest income 503 - - - - - - 503

Interest expense (18,127) - - - - - - (18,127)

Total other (17,624) - - - - - - (17,624) expense



Net loss $(51,292) (102,924)



Add back (deduct)

Depreciation and 44,189 amortization

Interest income (503)

Interest expense 18,127

Adjusted EBITDA $(41,111)

Supplemental Revenue Information

Three Months Ended SeptemberChange in (in thousands, except 30, percentages) 2021 2020 $ %

Flight $218,360 $140,280 $78,080 56 %

Membership 17,982 13,345 4,637 35 %

Aircraft management 58,005 38,402 19,603 51 %

Other 7,631 2,754 4,877 177%

Total $301,978 $194,781 $107,19755 %

Nine Months Ended September Change in (in thousands, except 30, percentages) 2021 2020 $ %

Flight $621,494 $343,571 $277,92381 %

Membership 49,144 39,787 9,357 24 %

Aircraft management 158,840 93,416 65,424 70 %

Other 19,737 8,434 11,303 134%

Total $849,215 $485,208 $364,00775 %

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SOURCE Wheels Up