UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ FORM 10-Q ________________ [Mark One] þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission File Number: 001-04321 WHEELS UP EXPERIENCE INC. (Exact Name of Registrant as Specifi ...

Wheels Up Experience Inc. (NYSE:UP) Q1 2023 Earnings Conference Call May 9, 2023 10:00 AM ET Company Participants Keith Ferguson – Investor Relations Ravi Thakran – Executive Chairman Kenny Dichter – Founder Todd Smith – Chief Financial Officer and Interim Chief Executive Officer Conference Call Participants Sheila Kahyaoglu – Jefferies Josiah Choy – Baird Marvin Fong – BTIG Operator Ladies and gentlemen, welcome to the Wheels Up First Quarter 2023 Earnings Call. My name is Glen and I’ll be the operator for ...

| --- | --- | --- | --- | |-------|-------|-------|-------| | | | | | | | | | | | | | | | | | | | | Disclaimer Cautionary statement regarding forward-looking statements This presentation 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, ass ...

PART I. Financial Information [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) Wheels Up reported Q1 2023 revenue of $351.8 million (up 8%) and a net loss of $100.9 million, with cash decreasing to $363.2 million [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to $1.71 billion due to reduced cash, while liabilities fell to $1.55 billion and equity declined to $163.2 million Condensed Consolidated Balance Sheet Highlights (in thousands) | Balance Sheet Item | March 31, 2023 (Unaudited) | December 31, 2022 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $363,177 | $585,881 | | Total current assets | $603,129 | $819,619 | | Total assets | $1,710,463 | $1,923,225 | | **Liabilities & Equity** | | | | Deferred revenue, current | $975,735 | $1,075,133 | | Total current liabilities | $1,231,648 | $1,344,220 | | Total liabilities | $1,547,276 | $1,671,305 | | Total equity | $163,187 | $251,920 | [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q1 2023 revenue grew 8.0% to $351.8 million, but increased costs led to an operating loss of $96.7 million and a net loss of $100.9 million Q1 2023 vs Q1 2022 Statement of Operations (in thousands, except per share data) | Metric | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | Revenue | $351,812 | $325,635 | | Cost of revenue | $353,791 | $332,758 | | Loss from operations | $(96,650) | $(92,718) | | Net loss attributable to Wheels Up | $(100,866) | $(88,653) | | Net loss per share (Basic and diluted) | $(0.40) | $(0.36) | [Condensed Consolidated Statements of Cash Flows](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities increased to $202.5 million, with a net cash decrease of $220.4 million for the quarter Cash Flow Summary (in thousands) | Cash Flow Activity | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | $(202,482) | $(121,216) | | Net cash used in investing activities | $(11,035) | $(119,552) | | Net cash used in financing activities | $(6,752) | $(6,107) | | **Net decrease in cash** | **$(220,355)** | **$(246,875)** | [Notes to the Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) Notes detail revenue by service, $270 million Equipment Notes financing, and a March 2023 restructuring plan with $10.5 million in charges Disaggregation of Revenue (in thousands) | Service Type | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | Flights, net | $231,762 | $236,363 | | Aircraft management | $63,694 | $60,506 | | Memberships | $21,680 | $20,647 | | Other | $34,676 | $8,119 | | **Total** | **$351,812** | **$325,635** | - In October 2022, the company issued **$270.0 million** in Equipment Notes with a **12%** fixed interest rate, secured by **134** of the company's owned aircraft. The notes include a covenant to maintain minimum liquidity of **$125 million**[63](index=63&type=chunk)[64](index=64&type=chunk) - In March 2023, the company announced a restructuring plan involving headcount reductions. This resulted in **$10.5 million** of expenses recorded in Q1 2023, with total charges estimated at approximately **$17.7 million**[125](index=125&type=chunk)[126](index=126&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=34&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 2023 revenue growth, operational efficiency initiatives, and a goal of positive Adjusted EBITDA in 2024 - The company is implementing key initiatives for efficiency and cost reduction, including member program changes, FAA certificate consolidation, strategic review, and a March 2023 restructuring plan to reduce headcount[148](index=148&type=chunk)[149](index=149&type=chunk)[150](index=150&type=chunk) Key Operating Metrics | Metric | Q1 2023 | Q1 2022 | % Change | | :--- | :--- | :--- | :--- | | Active Members | 12,285 | 12,424 | (1)% | | Live Flight Legs | 15,389 | 17,626 | (13)% | | Flight revenue per Live Flight Leg | $15,060 | $13,410 | 12% | Non-GAAP Reconciliations (in thousands) | Metric | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | Net loss | $(100,866) | $(89,040) | | **Adjusted EBITDA** | **$(48,915)** | **$(49,428)** | | Gross profit (loss) | $(16,424) | $(21,351) | | **Adjusted Contribution** | **$6,355** | **$(2,691)** | | **Adjusted Contribution Margin** | **1.8%** | **(0.8)%** | - The company's principal sources of liquidity are financing activities and cash from operations, primarily from the sale of Prepaid Blocks. As of March 31, 2023, cash and cash equivalents were **$363.2 million**[203](index=203&type=chunk)[204](index=204&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=47&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) No material changes to principal market risks (interest rates, aircraft fuel, foreign currency) since the 2022 Form 10-K - There has been no material change to the market risk disclosures from the company's 2022 Form 10-K. Key risks remain related to interest rates, aircraft fuel, and foreign currency exchange[215](index=215&type=chunk) [Controls and Procedures](index=48&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were ineffective as of March 31, 2023, due to ongoing remediation of material weaknesses - The CEO and CFO concluded that disclosure controls and procedures were not effective as of March 31, 2023[218](index=218&type=chunk) - The ineffectiveness is due to ongoing remediation of material weaknesses in internal control over financial reporting first described in the 2022 Form 10-K[218](index=218&type=chunk) - Remediation plans are underway, including implementing preventative controls for segregation of duties, improving journal entry controls, ensuring IT general controls are operating effectively, and formalizing accounting policies[220](index=220&type=chunk)[221](index=221&type=chunk) PART II. Other Information [Legal Proceedings](index=50&type=section&id=Item%201.%20Legal%20Proceedings) The company does not expect pending legal proceedings to materially affect its financial condition, results of operations, or cash flows - The company does not expect that the ultimate resolution of any pending legal actions will have a material effect on its consolidated results of operations, financial position, or cash flows[225](index=225&type=chunk) [Risk Factors](index=50&type=section&id=Item%201A.%20Risk%20Factors) No material changes to significant risk factors previously disclosed in the 2022 Form 10-K have occurred - No material changes to the significant risk factors disclosed in the 2022 Form 10-K have occurred[226](index=226&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=51&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities or use of proceeds occurred during the period - There were no unregistered sales of equity securities during the period[227](index=227&type=chunk) [Defaults Upon Senior Securities](index=51&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities occurred during the period - There were no defaults upon senior securities during the period[228](index=228&type=chunk) [Mine Safety Disclosures](index=51&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company's operations - This section is not applicable to the company[229](index=229&type=chunk) [Other Information](index=51&type=section&id=Item%205.%20Other%20Information) No other material information to report for the period - There is no other information to report for the period[230](index=230&type=chunk) [Exhibits](index=52&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Quarterly Report, including CEO and CFO certifications

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ FORM 10-K ________________ [Mark One] ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission File Number: 001-04321 WHEELS UP EXPERIENCE INC. (Exact Name of Registrant as Specified i ...

Wheels Up Experience Inc. (NYSE:UP) Q4 2022 Earnings Call Transcript March 9, 2023 10:00 AM ET Company Participants Keith Ferguson - Investor Relations Kenny Dichter - Chairman & Chief Executive Officer Todd Smith - Chief Financial Officer Conference Call Participants Ellen Page - Jefferies Michael Bellisario - Baird Marvin Fong - BTIG Operator Hello, everyone. Welcome to Wheels Up’s 4Q 2022 Earnings Conference Call. My name is Charlie and I'll be coordinating the call today. All lines have been placed on l ...

| --- | --- | --- | --- | |-------|-------|-------|-------| | | | | | | | | | | | | | | | Disclaimer Cautionary statement regarding forward-looking statements This presentation 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 a ...

| --- | --- | --- | |------------------------------------------------------|-------|-------| | | | | | | | | | | | | | Raymond James 2022 Technology Investors Conference | | | | New York, NY December 7, 2022 | | | Disclaimer Cautionary statement regarding forward-looking statements This presentation 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 ...

| --- | --- | |----------------------------------|-------| | | | | | | | | | | | | | Credit Suisse 26th Annual | | | Technology Conference | | | Scottsdale, AZ November 30, 2022 | | Disclaimer Cautionary statement regarding forward-looking statements This presentation 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 assump ...

Wheels Up Experience Inc. (NYSE:UP) Q3 2022 Earnings Conference Call November 9, 2022 4:30 PM ET Company Participants Keith Ferguson - Investor Relations Kenny Dichter - Chairman and CEO Todd Smith - CFO Conference Call Participants Sheila Kahyaoglu - Jefferies Operator Hello, everyone, and thank you for joining the Wheels Up 3Q 2022 Earnings Call. My name is Darius, and I'll be the operator for today. [Operator Instructions] I now have the pleasure of handing you over to your host, Keith Ferguson. Please g ...