EX-99.1 2 up123122earningsrelease.htm EX-99.1 Document

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Wheels Up Announces Record Revenue for Fourth Quarter 2022
Leveraging strong foundation for future profitability and growth

NEW YORK – March 9, 2023 – Wheels Up Experience Inc. (NYSE:UP) today announced financial results for the fourth quarter, which ended December 31, 2022.
Fourth Quarter 2022 Highlights
•Revenue increased 18% year-over-year to $408 million
•Active Members increased 5% year-over-year to 12,661 in total
•Live Flight Legs decreased 5% year-over-year to 19,308 in total
•Net loss increased $162 million year-over-year, primarily driven by a non-cash impairment charge of $132 million, to $239 million
•Adjusted EBITDA improved by $3 million year-over-year to a loss of $44 million

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

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

Recent Initiatives
•Announced $30 million of expected annualized cost savings from headcount reductions that are consistent with previously communicated path to positive Adjusted EBITDA in 2024.

•Introduced a global, integrated sales approach to better leverage the combined Wheels Up and Air Partner commercial teams and focus incremental demand on higher-margin segments of our product portfolio. In conjunction, the company announced that Mark Briffa will assume the role of Chief Commercial Officer.

•Advancing FAA Operating Certificate consolidation to improve the efficiency of our operations. Related to that initiative, the Company recently consolidated the Alante operation and sold the associated certificate.

•Expecting to open new, integrated Member Operations Center in Atlanta, Georgia at mid-year to drive improved customer communications and service.





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Financial and Operating Highlights
As of December 31,
20222021% Change
Active Members(1)
12,661 12,040 5 %
Three Months Ended December 31,
(In thousands, except percentages, Active Users, Live Flight Legs and Flight revenue per Live Flight Leg)
20222021% Change
Active Users(1)
13,846 12,543 10 %
Live Flight Legs(1)
19,308 20,296 (5)%
Flight revenue per Live Flight Leg$14,178 $12,428 14 %
Revenue$408,257 $345,044 18 %
Net loss$(238,910)$(76,608)212 %
Adjusted EBITDA(1)
$(43,705)$(46,296)6 %
Twelve Months Ended December 31,
(In thousands, except percentages)
20222021% Change
Revenue$1,579,760 $1,194,259 32 %
Net loss$(507,547)$(197,230)157 %
Adjusted EBITDA(1)
$(185,251)$(87,366)(112)%
(1) For information regarding Wheels Up's use and definition of this measure see “Definitions of Key Operating Metrics and Non-GAAP Financial Measures” and “Reconciliations of Non-GAAP Financial Measures” sections herein.
For the fourth quarter:
•Active Members increased 5% year-over-year to 12,661 driven by new member sales and strong membership retention.
•Active Users increased 10% year-over-year to 13,846 primarily driven by the growth in Active Members and the acquisition of Air Partner.

•Live Flight Legs decreased by 5% year-over-year to 19,308 as a result of lower flight legs per member during the fourth quarter of 2022.

•Flight revenue per Live Flight Leg increased 14% year-over-year to $14,178, and up 19% year-over-year excluding Air Partner1, primarily as a result of our program changes, which included higher pricing and the introduction of a fuel surcharge.

•Revenue increased 18% year-over-year driven by higher flight revenue, aircraft sales and the acquisition of Air Partner.

•Net loss increased by $162.3 million year-over-year primarily as a result of non-cash goodwill impairment charges of $132.0 million in the fourth quarter of 2022, primarily driven by movements in the discount rate. In addition, operating expenses were higher, including higher technology spend, interest expense, and bad debt charges associated with certain historical receivables.

•Adjusted EBITDA loss of $43.7 million decreased $2.6 million year-over-year.


1 The growth of Flight revenue per Live Flight Leg excludes Air Partner Live Flight Legs and Flight revenue, which is reported on a net revenue basis. This metric is provided for comparison purposes to show the underlying performance of Wheels Up.
2

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

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

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

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

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

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


Contacts
Investors:
ir@wheelsup.com

Media:
press@wheelsup.com
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WHEELS UP EXPERIENCE INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands, except share data)
December 31, 2022December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents$585,881 $784,574 
Accounts receivable, net112,383 79,403 
Other receivables5,524 8,061 
Parts and supplies inventories, net29,000 9,410 
Aircraft inventory24,826 — 
Aircraft held for sale8,952 18,101 
Prepaid expenses39,715 21,789 
Other current assets13,338 11,736 
Total current assets819,619 933,074 
Property and equipment, net394,559 317,836 
Operating lease right-of-use assets106,735 108,582 
Goodwill396,118 437,398 
Intangible assets, net141,765 146,959 
Restricted cash34,272 2,148 
Other non-current assets78,157 35,067 
Total assets$1,971,225 $1,981,064 
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt$27,006 $— 
Accounts payable43,166 43,672 
Accrued expenses148,947 107,153 
Deferred revenue, current1,075,133 933,527 
Operating lease liabilities, current29,945 31,617 
Intangible liabilities, current2,000 2,000 
Other current liabilities18,023 17,068 
Total current liabilities1,344,220 1,135,037 
Long-term debt, net226,234 — 
Deferred revenue, non-current1,742 1,957 
Operating lease liabilities, non-current82,755 83,461 
Warrant liability751 10,268 
Intangible liabilities, non-current12,083 14,083 
Other non-current liabilities3,520 30 
Total liabilities1,671,305 1,244,836 
Commitments and contingencies
Equity:
Class A common stock, $0.0001 par value; 2,500,000,000 authorized; 251,982,984 and 245,834,569 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively25 25 
Additional paid-in capital 1,545,508 1,450,839 
Accumulated deficit(1,227,873)(720,713)
Accumulated other comprehensive loss(10,053)— 
Treasury stock, at cost, 2,644,415 and 0 shares, respectively
(7,687)— 
Total Wheels Up Experience Inc. stockholders’ equity299,920 730,151 
Non-controlling interests— 6,077 
Total equity299,920 736,228 
Total liabilities and equity$1,971,225 $1,981,064 
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WHEELS UP EXPERIENCE INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands except share and per share data)
Three Months Ended December 31,Year Ended December 31,
2022202120222021
Revenue$408,257 $345,044 $1,579,760 $1,194,259 
Costs and expenses:
Cost of revenue395,627 344,442 1,540,325 1,117,633 
Technology and development14,804 9,761 57,240 33,579 
Sales and marketing 29,349 24,225 117,110 80,071 
General and administrative 53,331 36,887 183,531 113,331 
Depreciation and amortization19,074 13,246 65,936 54,198 
Gain on sale of aircraft held for sale(425)(1,275)(4,375)(1,275)
Impairment of goodwill132,000 — 132,000 — 
Total costs and expenses643,760 427,286 2,091,767 1,397,537 
Loss from operations(235,503)(82,242)(512,007)(203,278)
Other income (expense):
Change in fair value of warrant liability1,251 5,680 9,516 17,951 
Loss on extinguishment of debt— — — (2,379)
Interest income2,058 28 3,670 53 
Interest expense(7,515)(16)(7,515)(9,519)
Other expense, net464 — (1,041)— 
Total other income (expense)(3,742)5,692 4,630 6,106 
Loss before income taxes(239,245)(76,550)(507,377)(197,172)
Income tax expense335 (58)(170)(58)
Net loss(238,910)(76,608)(507,547)(197,230)
Less: net income (loss) attributable to non-controlling interests— (654)(387)(7,210)
Net loss attributable to Wheels Up Experience Inc.$(238,910)$(75,954)$(507,160)$(190,020)
Net loss per share of Class A common stock:
Basic$(0.96)$(0.31)$(2.06)$(0.93)
Diluted$(0.96)$(0.31)$(2.06)$(0.93)
Weighted-average shares of Class A common stock outstanding:
Basic247,834,303 245,370,685 245,672,099 204,780,896 
Diluted247,834,303 245,370,685 245,672,099 204,780,896 


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WHEELS UP EXPERIENCE INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
Year Ended December 31,
20222021
OPERATING ACTIVITIES:
Net loss$(507,547)$(197,230)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization65,936 54,198 
Amortization of deferred financing costs and debt discount766 618 
Equity-based compensation 88,979 49,673 
Change in fair value of warrant liability(9,517)(17,951)
Provision for expected credit losses8,129 3,264 
Loss on extinguishment of debt— 2,379 
Gain on sale of aircraft held for sale(4,375)— 
Impairment of goodwill132,000 — 
Other1,576 — 
Changes in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable(23,946)(21,923)
Other receivables2,537 144 
Parts and supplies inventories(21,693)(3,418)
Aircraft inventory(29,470)— 
Prepaid expenses(3,058)(11,360)
Other non-current assets(41,555)(34,218)
Operating lease liabilities, net(490)(1,949)
Accounts payable(9,702)13,116 
Accrued expenses19,143 14,616 
Deferred revenue103,313 278,827 
Other assets and liabilities(1,715)(2,296)
Net cash (used in) provided by operating activities(230,689)126,490 
INVESTING ACTIVITIES:
Purchases of property and equipment(83,559)(15,234)
Acquisition of businesses, net of cash acquired(75,093)7,844 
Purchases of aircraft held for sale(40,105)(31,669)
Proceeds from sale of aircraft held for sale, net51,208 13,568 
Capitalized software development costs(27,693)(13,179)
Net cash provided by (used in) investing activities(175,242)(38,670)
FINANCING ACTIVITIES:
Proceeds from stock option exercises— 2,107 
Purchase of shares for treasury(7,687)— 
Proceeds from Business Combination and PIPE Investment— 656,304 
Transaction costs in connection with the Business Combination and PIPE Investment— (70,406)
Proceeds from long-term debt, net of discount259,200 — 
Repayments of long-term debt— (214,081)
Loans to employees— 102 
Payment of debt issuance costs(6,727)— 
Net cash provided by (used in) financing activities244,786 374,026 
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Effect of exchange rate changes on cash(5,424)— 
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH(166,569)461,846 
CASH, CASH EQUIVALENTS AND RESTRICTED CASH BEGINNING OF PERIOD786,722 324,876 
CASH, CASH EQUIVALENTS AND RESTRICTED CASH END OF PERIOD$620,153 $786,722 
CASH PAID DURING THE PERIOD FOR:
Interest$— $11,661 
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Non-cash consideration issued for business acquisition of Mountain Aviation, LLC$— $30,172 
Assumption of warrant liability in Business Combination$— $28,219 
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Definitions of Key Operating Metrics and Non-GAAP Financial Measures
We report certain key financial measures that are not required by, or presented in accordance with, GAAP. These non-GAAP financial measures are an addition, and not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP and should not be considered as an alternative to any performance measures derived in accordance with GAAP. We believe that these non-GAAP financial measures of financial results provide useful supplemental information to investors, about Wheels Up. However, there are a number of limitations related to the use of these non-GAAP financial measures and their nearest GAAP equivalents, including that they exclude significant expenses that are required by GAAP to be recorded in Wheels Up’s financial measures. In addition, other companies may calculate non-GAAP financial measures differently, or may use other measures to calculate their financial performance, and therefore, our non-GAAP financial measures may not be directly comparable to similarly titled measures of other companies.
Definitions of Key Operating Metrics
Active Members. We define Active Members as the number of Connect, Core, and Business membership accounts that generated membership revenue in a given period and are active as of the end of the reporting period. We use Active Members to assess the adoption of our premium offerings which is a key factor in our penetration of the market in which we operate and a key driver of membership and flight revenue.
Active Users. We define Active Users as Active Members and jet card holders as of the reporting date plus unique non-member consumers who completed a revenue generating flight at least once in the given quarter and excludes wholesale flight activity. While a unique consumer can complete multiple revenue generating flights on our platform in a given period, that unique user is counted as only one Active User. We use Active Users to assess the adoption of our platform and frequency of transactions, which are key factors in our penetration of the market in which we operate and our growth in revenue.
Live Flight Legs. We define Live Flight Legs as the number of completed one-way revenue generating flight legs in a given period. The metric excludes empty repositioning legs and owner legs related to aircraft under management. We believe Live Flight Legs are a useful metric to measure the scale and usage of our platform, and our growth in flight revenue.
Definitions of Non-GAAP Financial Measures
Adjusted Contribution and Adjusted Contribution Margin. We calculate Adjusted Contribution as gross profit (loss) excluding depreciation and amortization and adjusted further for (i) equity-based compensation included in cost of revenue, (ii) acquisition and integration expense included in cost of revenue, (iii) restructuring expense in cost of revenue and (iv) other items included in cost of revenue that are not indicative of our ongoing operating performance. Adjusted Contribution Margin is calculated by dividing Adjusted Contribution by total revenue.
We include Adjusted Contribution and Adjusted Contribution Margin as supplemental measures for assessing operating performance. Adjusted Contribution and Adjusted Contribution Margin are used to understand our ability to achieve profitability over time through scale and leveraging costs. In addition, Adjusted Contribution and Adjusted Contribution Margin provides useful information for historical period-to-period comparisons of our business and to identify trends.
Adjusted EBITDA. We calculate Adjusted EBITDA as net income (loss) adjusted for (i) interest income (expense), (ii) income tax expense, (iii) depreciation and amortization, (iv) equity-based compensation expense, (v) acquisition and integration related expenses, (vi) public company readiness related expenses, (vii) restructuring charges, (viii) change in fair value of warrant liability, (ix) losses on the extinguishment of debt and (x) other items not indicative of our ongoing operating performance.
We include Adjusted EBITDA because it is a supplemental measure used by our management team for assessing operating performance. Adjusted EBITDA is used in conjunction with bonus program target achievement determinations, strategic internal planning, annual budgeting, allocating resources and making operating decisions. In addition, Adjusted EBITDA provides useful information for historical period-to-period comparisons of our business, as it removes the effect of certain non-cash expenses and variable amounts.
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Reconciliations of Non-GAAP Financial Measures
Adjusted Contribution and Adjusted Contribution Margin
The following table reconciles Adjusted Contribution to gross profit (loss), which is the most directly comparable GAAP measure (in thousands, except percentages):
Three Months Ended December 31,Twelve Months Ended December 31,
2022202120222021
Revenue$408,257$345,044$1,579,760$1,194,259
Less: Cost of revenue(395,627)—(344,442)(1,540,325)(1,117,633)
Less: Depreciation and amortization(19,074)—(13,246)(65,936)(54,198)
Gross profit (loss)$(6,444)$(12,644)$(26,501)$22,428
Gross margin(1.6)%(3.7)%(1.7)%1.9 %
Add back:
Depreciation and amortization19,07413,24665,93654,198
Equity-based compensation expense in cost of revenue3,1363,76214,4564,541
Acquisition and integration expense in cost of revenue2,410—3,0601,010
Restructuring expense in cost of revenue34—34—
Other(1)
961—961—
Adjusted Contribution$19,171$4,364$57,946$82,177
Adjusted Contribution Margin4.7 %1.3 %3.7 %6.9 %
__________________
(1)Related to a one-time charge for certain aged inventory.

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

Three Months Ended December 31,Twelve Months Ended December 31,
2022202120222021
Net income (loss) $(238,910)$(76,608)$(507,547)$(197,230)
Add back (deduct)
Interest expense7,515 16 7,515 9,519 
Interest income(2,058)(28)(3,670)(53)
Income tax expense(335)58 170 58 
Other expense, net(464)— 1,041 — 
Depreciation and amortization19,074 13,246 65,936 54,198 
Equity-based compensation expense23,140 19,005 88,979 49,673 
Public company readiness expense(1)
— — — 3,298 
Acquisition and integration expenses(2)
5,177 3,695 21,269 8,712 
Restructuring charges(3)
4,215 — 10,380 — 
Changes in fair value of warrant liability(1,251)(5,680)(9,516)(17,951)
Loss on extinguishment of debt— — — 2,379 
Corporate headquarters relocation expense— — — 31 
Impairment of goodwill132,000 — 132,000 — 
Other(4)
8,192 — 8,192 — 
Adjusted EBITDA$(43,705)$(46,296)$(185,251)$(87,366)
__________________
(1)Includes costs primarily associated with compliance, updated systems and consulting in advance of transitioning to a public company.
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(2)Consists mainly of system conversions, merging of operating certificates, re-branding costs and fees paid to external advisors in connection with strategic transactions.
(3)During 2022, we recorded restructuring charges for employee separation programs following strategic business decisions.
(4)Related to a one-time charge for certain aged receivables and inventory.

The following tables reconcile Adjusted EBITDA to net loss, including the impact of reconciled items on individual income statement expense classifications (in thousands):
Three Months Ended December 31, 2022
GAAP as reportedEquity-based compensation expense
Acquisition and integration expense(1)
Restructuring(2)
Other(3)
Non-GAAP
Revenue$408,257 $408,257 
Costs and expenses:
Cost of revenue395,627 (3,136)(2,410)(34)(961)389,086 
Technology and development14,804 (1,133)— (591)— 13,080 
Sales and marketing29,349 (2,695)— (332)— 26,322 
General and administrative53,331 (16,176)(2,767)(3,258)(7,231)23,899 
Depreciation and amortization19,074 — — — — 19,074 
Gain on sale of aircraft(425)— — — — (425)
Impairment of goodwill132,000 132,000 
Total costs and expenses:643,760 (23,140)(5,177)(4,215)(8,192)603,036 
Loss from operations(235,503)23,140 5,177 4,215 8,192 (194,779)
Other income (expense)
Change in fair value of warrant liability1,251 — — — — 1,251 
Interest income2,058 — — — — 2,058 
Interest expense(7,515)— — — — (7,515)
Other expense, net464 — — — — 464 
Total other income (expense)(3,742)— — — — (3,742)
Income tax expense335 335 
Net loss$(238,910)(198,186)
Add back (deduct)
Depreciation and amortization19,074 
Impairment of goodwill132,000 
Change in fair value of warrant liability(1,251)
Interest income(2,058)
Interest expense7,515 
Other expense, net(464)
Income tax expense(335)
Adjusted EBITDA$(43,705)
__________________
(1)Consists mainly of system conversions, merging of operating certificates, re-branding costs and fees paid to external advisors in connection with strategic transactions.
(2)During 2022, we recorded restructuring charges for employee separation programs following strategic business decisions.
(3)Related to a one-time charge for certain aged receivables and inventory.

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Three Months Ended December 31, 2021
GAAP as reportedEquity-based compensation expense
Acquisition and integration expense(1)
Non-GAAP
Revenue$345,044 $— $— $345,044 
Costs and expenses:
Cost of revenue344,442 (3,762)— 340,680 
Technology and development9,761 (534)— 9,227 
Sales and marketing24,225 (2,284)— 21,941 
General and administrative36,887 (12,425)(3,695)20,767 
Depreciation and amortization13,246 — — 13,246 
Gain on sale of aircraft(1,275)— — (1,275)
Total costs and expenses:427,286 (19,005)(3,695)404,586 
Loss from operations(82,242)19,005 3,695 (59,542)
Other (expense) income
Change in fair value of warrant liability5,680 — — 5,680 
Interest income28 — — 28 
Interest expense(16)— — (16)
Total other income5,692 — — 5,692 
Income tax expense$(58)(58)
Net loss$(76,608)(53,908)
Add back (deduct)
Depreciation and amortization13,246 
Change in fair value of warrant liability(5,680)
Interest income(28)
Interest expense16 
Income tax expense58 
Adjusted EBITDA$(46,296)
__________________
(1)Consists mainly of system conversions, merging of operating certificates, re-branding costs and fees paid to external advisors in connection with strategic transactions.















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Twelve Months Ended December 31, 2022
GAAP as reportedEquity-based compensation expense
Acquisition and integration expense(1)
Restructuring charges(2)
Other(3)
Non-GAAP
Revenue$1,579,760 $1,579,760 
Costs and expenses:
Cost of revenue1,540,325 (14,456)(3,060)(34)(961)1,521,814 
Technology and development57,240 (3,180)(591)53,469 
Sales and marketing117,110 (11,009)(332)105,769 
General and administrative183,531 (60,334)(18,209)(9,423)(7,231)88,334 
Depreciation and amortization65,936 65,936 
Gain on sale of aircraft(4,375)(4,375)
Impairment of goodwill132,000 132,000 
Total costs and expenses:2,091,767 (88,979)(88,979)(21,269)(10,380)(8,192)1,873,968 
Loss from operations(512,007)88,979 21,269 10,380 8,192 (383,187)
Other (expense) income
Change in fair value of warrant liability9,516 — — — — 9,516 
Interest income3,670 — — — — 3,670 
Interest expense(7,515)— — — — (7,515)
Other expense, net(1,041)— — — — (1,041)
Total other expense4,630 — — — — 4,630 
Income tax expense(170)(170)
Net loss$(507,547)(378,727)
Add back (deduct)
Depreciation and amortization65,936 
Impairment of goodwill132,000 
Change in fair value of warrant liability(9,516)
Interest income(3,670)
Interest expense7,515 
Other expense, net1,041 
Income tax expense170 
Adjusted EBITDA$(185,251)
__________________
(1)Consists mainly of system conversions, merging of operating certificates, re-branding costs and fees paid to external advisors in connection with strategic transactions.
(2)During 2022, we recorded restructuring charges for employee separation programs following strategic business decisions.
(3)Related to a one-time charge for certain aged receivables and inventory.

13

Twelve Months Ended December 31, 2021
GAAP as reportedEquity-based compensation expense
Public company readiness expense(1)
Acquisition and integration expense(2)
Corporate headquarters relocation expenseNon-GAAP
Revenue$1,194,259 — — — — $1,194,259 
Costs and expenses:
Cost of revenue1,117,633 (4,541)— (1,010)— 1,112,082 
Technology and development33,579 (1,340)— — — 32,239 
Sales and marketing80,071 (5,185)(781)— — 74,105 
General and administrative113,331 (38,607)(2,517)(7,702)(31)64,474 
Depreciation and amortization54,198 — — — — 54,198 
Gain on sale of aircraft(1,275)— — — — (1,275)
Total costs and expenses:1,397,537 (49,673)(3,298)(8,712)(31)1,335,823 
Loss from operations(203,278)49,673 3,298 8,712 31 (141,564)
Other (expense) income
Loss on extinguishment of debt(2,379)— — — — (2,379)
Change in fair value of warrant liability17,951 — — — — 17,951 
Interest income53 — — — — 53 
Interest expense(9,519)— — — — (9,519)
Total other income6,106 — — — — 6,106 
Income tax expense$(58)(58)
Net loss$(197,230)(135,516)
Add back (deduct)
Depreciation and amortization54,198 
Loss on extinguishment of debt2,379 
Change in fair value of warrant liability(17,951)
Interest income(53)
Interest expense9,519 
Income tax expense58 
Adjusted EBITDA$(87,366)
__________________
(1)Includes costs primarily associated with compliance, updated systems and consulting in advance of transitioning to a public company.
(2)Consists mainly of system conversions, merging of operating certificates, re-branding costs and fees paid to external advisors in connection with strategic transactions.








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Supplemental Revenue Information
(In thousands, except percentages)Three Months Ended December 31,Change in
20222021
$
%
Flight$273,743 $252,230 $21,513 9 %
Membership23,056 20,448 2,608 13 %
Aircraft management61,846 66,425 (4,579)(7)%
Other49,612 5,941 43,671 735 %
Total$408,257 $345,044 $63,213 18 %
(In thousands, except percentages)Twelve Months Ended December 31,Change in
20222021$%
Flight$1,073,094 $873,724 $199,370 23 %
Membership
90,132 69,592 20,540 30 %
Aircraft management
242,032 225,265 16,767 7 %
Other
174,502 25,678 148,824 580 %
Total$1,579,760 $1,194,259 $385,501 32 %
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