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ACQUISITIONS | 9 Months Ended
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Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract] |
ACQUISITIONS | ACQUISITIONS Alante Air Charter, LLC Acquisition On February 3, 2022, we acquired all of the outstanding equity of Alante Air Charter, LLC (“Alante Air”) for a total purchase price of $15.5 million in cash. Alante Air added 12 Light jets to our controlled fleet and expands our presence in the Western U.S. Acquisition-related costs for Alante Air of $0.5 million were included in general and administrative expense in the condensed consolidated statements of operations for the nine months ended September 30, 2022. The acquisition of Alante Air was determined to be a business combination. We have allocated the purchase price for Alante Air to its individual assets and liabilities assumed. While the purchase price allocation is substantially complete, it is still preliminary and subject to change. As of the date of acquisition, the total preliminary purchase price allocated to the Alante Air assets acquired and liabilities assumed according to their estimated fair values were as follows (in thousands):
Current assets | $ | 4,452 |
Goodwill | 13,069 |
Other assets | 22,048 |
Total assets acquired | 39,569 |
Total liabilities assumed | (24,101) |
Net assets acquired | $ | 15,468 |
Current assets of Alante Air included $3.0 million of cash and $1.4 million of accounts receivable, including $15 thousand owed from Wheels Up that was eliminated in consolidation upon acquisition. Goodwill represents the excess of the purchase price over the fair values of the acquired net tangible assets. The allocated value of goodwill primarily relates to anticipated synergies and economies of scale by combining the use of Alante Air’s aircraft and existing business processes with our other acquisitions. The acquired goodwill is deductible for tax purposes. The results of Alante Air were included in the condensed consolidated statement of operations from the date of acquisition. Revenue for Alante Air was $2.9 million, net of intercompany eliminations, and loss from operations was $24.2 million from the date of acquisition through September 30, 2022. Air Partner plc Acquisition On April 1, 2022, we acquired all of the outstanding equity of Air Partner plc (“Air Partner”) for a total purchase price of $108.2 million in cash. Air Partner is a United Kingdom-based international aviation services group that provides us with operations in 18 locations across four continents. Acquisition-related costs for Air Partner of $2.9 million were included in general and administrative expense in the condensed consolidated statements of operations for the nine months ended September 30, 2022. The acquisition of Air Partner was determined to be a business combination. As of the date of acquisition, the total preliminary purchase price allocated to the Air Partner assets acquired and liabilities assumed according to their estimated fair values were as follows (in thousands):
Current assets | $ | 51,723 |
Property and equipment, net | 2,012 |
Operating lease right-of-use assets | 2,960 |
Goodwill | 83,399 |
Intangible assets | 20,919 |
Restricted cash | 27,507 |
Other assets | 1,536 |
Total assets acquired | 190,056 |
Total liabilities assumed | (81,865) |
Net assets acquired | $ | 108,191 |
Current assets of Air Partner included $18.0 million of cash and $17.4 million of accounts receivable. The above initial fair value estimates of the assets acquired and liabilities assumed are provisional. We are still evaluating the fair value of intangible assets, and income taxes, in addition to ensuring all other assets, liabilities and contingencies have been identified and recorded. We have estimated the preliminary fair value of assets acquired and liabilities assumed based on information currently available and will continue to adjust those estimates as additional information pertaining to events or circumstances present at the acquisition date becomes available during the measurement period. The allocated value of goodwill primarily relates to anticipated synergies and economies of scale by combining the use of Air Partner’s existing business processes with our platform to expand on an international basis. The acquired goodwill is not deductible for tax purposes. The amounts allocated to acquired intangible assets and their associated weighted-average amortization periods, which were determined based on the period the assets are expected to contribute directly or indirectly to our cash flows, consist of the following:
| Amount (In thousands) |  | Weighted-Average Amortization Period (Years)
Customer relationships | $ | 16,521 |  |  | 5.7
Backlog | 1,457 |  |  | 1.5
Trade name | 1,930 |  |  | 1.9
Developed technology | 1,011 |  |  | 5.8
Total acquired intangible assets | $ | 20,919 |  |  | 5.1
The intangible asset fair value measurements are primarily based on significant inputs that are not observable in the market which represent a Level 3 measurement (see Note 9). The valuation method used for the Air Partner intangible assets was the income approach. The results of Air Partner were included in the condensed consolidated statement of operations from the date of acquisition. Revenue for Air Partner was $65.0 million, net of intercompany eliminations, and income from operations was $6.6 million from the date of acquisition through September 30, 2022. Unaudited Pro Forma Summary of Operations The accompanying unaudited pro forma summary represents the consolidated results of operations as if the 2021 acquisition of Mountain Aviation, LLC had been completed as of January 1, 2021 and the 2022 acquisitions of Alante Air and Air Partner had been completed as of January 1, 2021. The unaudited pro forma financial results for 2022 reflect the results for the three and nine months ended September 30, 2022, as well as the effects of pro forma adjustments for the transactions in 2022. The unaudited pro forma financial information includes the accounting effects of the acquisitions, including adjustments to the amortization of intangible assets and professional fees associated with the transactions. The pro forma results were based on estimates and assumptions, which we believe are reasonable but remain subject to adjustment. The unaudited pro forma summary does not necessarily reflect the actual results that would have been achieved had the companies been combined during the periods presented, nor is it necessarily indicative of future consolidated results (in thousands, except per share data).
| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2022 |  | 2021 |  | 2022 |  | 2021
Net revenue | $ | 420,356 |  |  | $ | 344,291 |  |  | $ | 1,209,321 |  |  | $ | 949,405 |
Net loss | $ | (87,507) |  |  | $ | (54,046) |  |  | $ | (266,628) |  |  | $ | (115,279) |
Net loss attributable to Wheels Up Experience Inc. | $ | (87,507) |  |  | $ | (53,289) |  |  | $ | (266,628) |  |  | $ | (109,400) |
Net loss per share | $ | (0.61) |  |  | $ | (0.25) |  |  | $ | (1.35) |  |  | $ | (0.60) |

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI https://asc.fasb.org/topic&trid=2303972 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 5 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4946-128472 + Details
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