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 March 31, 2025 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: 001-39541 WHEELS UP EXPERIENCE INC. (Exact Name of Registrant as Specif ...

Exhibit 99.1 Wheels Up Announces First Quarter Results Financial performance illustrates continued momentum of business transformation Installation of Gogo high-speed satellite Wi-Fi to begin this summer Agreement with Delta to extend $100 million revolving credit facility Board of Directors authorizes stock repurchase program ATLANTA – May 1, 2025 – Wheels Up Experience Inc. (NYSE:UP) today announced financial results for the first quarter of 2025. Highlights of the quarter, including GAAP results, non-GAA ...

Financial performance illustrates continued momentum of business transformationInstallation of Gogo high-speed satellite Wi-Fi to begin this summerAgreement with Delta to extend $100 million revolving credit facilityBoard of Directors authorizes stock repurchase programATLANTA, May 1, 2025 /PRNewswire/ -- Wheels Up Experience Inc. (NYSE: UP) today announced financial results for the first quarter of 2025. Highlights of the quarter, including GAAP results, non-GAAP financial measures and key performance metr ...

Management remains focused on improving profitability and expanding margins by modernizing its fleet, leveraging partnership with Delta and delivering premium solutions for every customer journeyATLANTA, April 25, 2025 /PRNewswire/ -- Wheels Up Experience Inc. (NYSE: UP) ("Wheels Up") today announced that it received a notice from the New York Stock Exchange (the "NYSE") on April 22, 2025 that the average closing price per share of its common stock did not exceed $1.00 over a 30 consecutive trading-day peri ...

ATLANTA, April 24, 2025 /PRNewswire/ -- Wheels Up Experience Inc. (NYSE: UP) today announced that it will release its first quarter 2025 financial results on Thursday, May 1, 2025. Earnings materials will be available on the Wheels Up investor relations website at investors.wheelsup.com. About Wheels Up Wheels Up is a leading provider of on-demand private aviation in the U.S. with a large, diverse fleet and a global network of safety-vetted charter operators, all committed to safety and service. Customers a ...

Chicago, Ill., March 24, 2025 (GLOBE NEWSWIRE) -- rEvolution, a global leader in sports marketing, has been named the Agency of Record (AOR) for brand experiences by Wheels Up, one of the world’s leading private aviation companies. The partnership will focus on developing Wheels Down, a unique customer experience series designed to elevate the private aviation lifestyle. rEvolution, with its decades of experience in elevating brand touchpoints and customer engagement through strategic partnership strategies ...

About a year ago, a friend asked for my opinion on Wheels Up Experience Inc. ( UP ) as a turnaround candidate. After reviewing the company's financials and presentations, I warned my friend toAuthor of the Macro Trends & Inflection Points Newsletter. I spent 5 years as a co-founder and hedge fund CIO / manager. Before that, I was a hedge fund analyst/portfolio manager at a leading Canadian alternative asset manager. I write articles as part of my own due diligence on the stocks that I find interesting.Analy ...

Financial Performance - Wheels Up reported a history of net losses and has not consistently generated positive cash flow from operations, making future operating results difficult to predict[15]. - Future cash flows and liquidity may be impacted by the company's ability to execute its growth strategies and manage operational efficiency initiatives[15]. - A material weakness in internal control over financial reporting was identified as of December 31, 2024, impacting the reliability of financial statements[181]. - The company has incurred substantial costs in maintaining certifications and complying with various laws, which may affect its financial performance[173]. - The company does not currently pay cash dividends and does not anticipate doing so in the foreseeable future[191]. Business Strategy - The company announced a fleet modernization strategy in October 2024, with anticipated commercial, financial, and operational impacts[15]. - In June 2024, Wheels Up introduced new membership offerings aimed at simplifying the private aviation experience, which are expected to drive future revenue growth[20][24]. - The company has sold its aircraft management business to focus on core flight services, simplifying operations and enhancing efficiency[45]. - The company anticipates future market expansions and the addition of new aircraft types to its fleet, supported by revised FAA certificate consolidation plans[51]. Membership and Services - Wheels Up Membership provides access to a large fleet and includes benefits such as capped hourly rates and guaranteed availability for members who purchase Prepaid Blocks[21][22]. - The Wheels Up Charter service allows customers to book flights with no upfront costs, offering a global solution for various charter needs[26]. - Enhancements to Wheels Up Charter include a 2% flight credit for every $50,000 spent and the transition of certain memberships to this service, expected to result in cost savings[27]. - Wheels Up's member programs are designed to enhance travel benefits and provide flexible global solutions, positioning the company well in the private aviation market[24]. Operational Efficiency - The company utilizes a controlled fleet of aircraft to fulfill both Wheels Up Membership and Charter flights, enhancing operational control and cost efficiency[32]. - The company expects to consolidate FAA operating certificates from five to two by the end of 2024, which will contribute to operational efficiency and service delivery improvements[49]. - Significant investments in technology and data intelligence are being made to improve operational efficiency and enhance customer experiences[46]. - The company has entered into long-term agreements with qualified vendors for aircraft maintenance and repairs, ensuring compliance with FAA regulations[66]. Competition and Market Environment - The company faces risks including competition in the private aviation industry and reliance on a limited number of original equipment manufacturers[15]. - The private aviation industry remains highly competitive, with the company competing across various service models, including membership programs and charter solutions[38]. - The private aviation industry experiences seasonal fluctuations, with the highest volume of Prepaid Block purchases occurring in Q4[52]. Regulatory and Compliance - The company is subject to extensive government regulations, including oversight from the U.S. Department of Transportation and the FAA, impacting various operational aspects[68]. - The company operates under various federal, state, local, and foreign environmental regulations that could impact its operations[84]. - Environmental regulations may lead to increased operational costs and affect the availability of hydrocarbon-based fuels for the company's aircraft[177]. - Compliance with evolving privacy and data protection laws is critical for enhancing the user experience of Wheels Up's mobile application and marketing site[81]. Employee and Organizational Structure - As of December 31, 2024, Wheels Up had 1,866 employees, including 1,807 full-time and 59 part-time employees, with a decrease in headcount primarily due to organizational streamlining[86]. - Approximately 78% of Wheels Up's employees are based in the U.S., with the remaining employees in Europe and other territories[86]. - The company anticipates onboarding pilots and maintenance personnel as part of its fleet modernization strategy, including the addition of Embraer Phenom 300 and Bombardier Challenger 300 aircraft[86]. Financial Instruments and Stock - The company entered into a Credit Agreement on September 20, 2023, providing a term loan facility of $390 million and a revolving credit facility of $100 million[90]. - In connection with the Credit Agreement, Wheels Up issued 671,239,941 shares of Common Stock to lenders in two private placements[91]. - The NYSE may delist the company's Common Stock, which could limit investors' ability to transact and result in increased volatility[195]. - The market price of the company's Common Stock may be volatile, influenced by substantial sales of shares by major stockholders[194]. Safety and Risk Management - The company maintains a rigorous pilot selection process, exceeding FAA requirements for training and flight hours[58]. - The company has implemented voluntary Safety Management Systems (SMS) across its FAA operating certificates to enhance operational safety[56]. - The company may face litigation or disputes related to past material weaknesses in internal control, which could adversely impact its business[185].

Revenue Performance - Total revenue for the three months ended December 31, 2024, was $204.8 million, a decrease of 17% compared to $246.4 million in the same period of 2023[44] - Membership revenue for the three months ended December 31, 2024, was $11.5 million, down 40% from $19.1 million in the same period of 2023[48] - Flight revenue decreased by 19% to $163.9 million for the three months ended December 31, 2024, compared to $202.4 million in the same period of 2023[48] - Aircraft management revenue for the three months ended December 31, 2024, was $2.1 million, a decline of 79% from $10.4 million in the same period of 2023[48] Profitability and Loss - The company reported a net loss of $87.5 million for the three months ended December 31, 2024, compared to a net loss of $81.1 million in the same period of 2023[36] - Adjusted EBITDA for the three months ended December 31, 2024, was a loss of $11.3 million, an improvement from a loss of $38.1 million in the same period of 2023[36] - Adjusted Contribution Margin improved to 19.3% for the three months ended December 31, 2024, compared to 1.2% in the same period of 2023[44] Expenses and Charges - Total cost of revenue for the twelve months ended December 31, 2024, was significantly impacted by various expenses, including $45,977 in total equity-based compensation, compared to $25,633 in the previous year, marking an increase of 79%[51] - For the three months ended December 31, 2024, total equity-based compensation expense was $12,613, an increase from $3,983 in the same period of 2023, reflecting a significant rise of 216%[49] - Restructuring charges for the twelve months ended December 31, 2024, totaled $7,850, compared to $43,655 in the previous year, indicating a decrease of 82%[49] - The company reported a total of $6,599 in other expenses for the twelve months ended December 31, 2024, compared to $4,018 in the previous year, indicating an increase of 64%[51] - The total expenses for the three months ended December 31, 2024, amounted to $12,613, which is a significant increase from the previous year's total of $3,983, reflecting a growth of 216%[49] - The total expenses related to technology and development for the twelve months ended December 31, 2024, were $1,302, compared to $2,096 in the previous year, showing a decline of 38%[51] - For the three months ended December 31, 2024, the company reported restructuring charges of $365, a decrease from $2,749 in the same period of 2023, indicating a reduction of 87%[49] Strategic Initiatives - The company initiated a fleet modernization strategy in October 2024, which includes transitioning Embraer Phenom 300 series aircraft to operations[38] - The Atlanta Member Operations Center began operations on May 15, 2023, with related expenses concluding in the second quarter of 2024[39] - The total fleet modernization expense for the twelve months ended December 31, 2024, was $28,135, which includes a loss on debt extinguishment of $14.4 million associated with the redemption of the Company's former 2022 equipment notes[49] - The Atlanta Member Operations Center set-up expense for the twelve months ended December 31, 2024, was $3,481, a decrease from $30,568 in the same period of 2023, representing an 89% reduction[51] Booking Trends - Total Private Jet Gross Bookings for the year ended December 31, 2024, were significantly impacted, reflecting a trend in customer spending[34] - The company incurred $6,749 in certificate consolidation expenses for the twelve months ended December 31, 2024, compared to $11,375 in the previous year, reflecting a decrease of 41%[51]

Core Insights - Wheels Up Experience Inc. has appointed John Verkamp as Chief Financial Officer to drive the company's strategic growth plan [1][3] - John Verkamp brings over 20 years of financial leadership experience from General Electric and its subsidiaries, particularly in the aviation and power sectors [2][3] - The CEO of Wheels Up expressed confidence in John's ability to contribute to the company's financial improvement and transformation efforts [3] Company Overview - Wheels Up is a leading provider of on-demand private aviation in the U.S., offering a diverse fleet and a global network of safety-vetted charter operators [5] - The company provides various services, including freight, safety, security, and managed services, catering to individuals and government organizations [5] - Customers can access charter and membership programs through a strategic partnership with Delta Air Lines [5]