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RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 9 Months Ended
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Sep. 30, 2022
Accounting Changes and Error Corrections [Abstract] |
Schedule of Reconciliation of Adjustments to Unaudited Condensed Consolidated Financial Information | The table below sets forth the unaudited condensed consolidated balance sheet information as of September 30, 2022, including the balances as reported, adjustments and the balances as restated (in thousands, except per share amounts):
| September 30, 2022
| As Reported |  | Adjustments |  | As Restated
ASSETS |  |  |  |  |
Current assets: |  |  |  |  |
Cash and cash equivalents | $ | 285,498 |  |  |  |  | $ | 285,498 |
Accounts receivable, net | 127,354 |  |  |  |  | 127,354 |
Other receivables | 8,920 |  |  |  |  | 8,920 |
Parts and supplies inventories, net | 18,127 |  |  |  |  | 18,127 |
Aircraft inventory | 33,231 |  |  |  |  | 33,231 |
Aircraft held for sale | 20,113 |  |  |  |  | 20,113 |
Prepaid expenses | 38,561 |  |  |  |  | 38,561 |
Other current assets | 19,790 |  |  |  |  | 19,790 |
Total current assets | 551,594 |  |  | — |  |  | 551,594 |
Property and equipment, net | 387,802 |  |  |  |  | 387,802 |
Operating lease right-of-use assets | 111,250 |  |  |  |  | 111,250 |
Goodwill | 521,847 |  |  | (62,000) |  |  | 459,847 |
Intangible assets, net | 146,881 |  |  |  |  | 146,881 |
Restricted cash | 26,416 |  |  |  |  | 26,416 |
Other non-current assets | 63,948 |  |  |  |  | 63,948 |
Total assets | $ | 1,809,738 |  |  | $ | (62,000) |  |  | $ | 1,747,738 |
LIABILITIES AND EQUITY |  |  |  |  |
Current liabilities: |  |  |  |  |
Accounts payable | $ | 48,962 |  |  |  |  | $ | 48,962 |
Accrued expenses | 128,557 |  |  |  |  | 128,557 |
Deferred revenue, current | 966,367 |  |  |  |  | 966,367 |
Operating lease liabilities, current | 30,051 |  |  |  |  | 30,051 |
Intangible liabilities, current | 2,000 |  |  |  |  | 2,000 |
Other current liabilities | 18,126 |  |  |  |  | 18,126 |
Total current liabilities | 1,194,063 |  |  | — |  |  | 1,194,063 |
Deferred revenue, non-current | 1,885 |  |  |  |  | 1,885 |
Operating lease liabilities, non-current | 87,027 |  |  |  |  | 87,027 |
Warrant liability | 2,003 |  |  |  |  | 2,003 |
Intangible liabilities, non-current | 12,583 |  |  |  |  | 12,583 |
Other non-current liabilities | 2,742 |  |  |  |  | 2,742 |
Total liabilities | 1,300,303 |  |  | — |  |  | 1,300,303 |
Equity: |  |  |  |  |
Class A common stock, $0.0001 par value; 2,500,000,000 authorized; 248,131,546 shares issued and 245,744,961 shares outstanding as of September 30, 2022 | 25 |  |  |  |  | 25 |
Additional paid-in capital | 1,522,368 |  |  |  |  | 1,522,368 |
Accumulated deficit | (988,964) |  |  | (62,000) |  |  | (1,050,964) |
Accumulated other comprehensive loss | (16,647) |  |  |  |  | (16,647) |
Treasury stock, at cost, 2,386,585 shares | (7,347) |  |  |  |  | (7,347) |
Total Wheels Up Experience Inc. stockholders’ equity | 509,435 |  |  | (62,000) |  |  | 447,435 |
Non-controlling interests | — |  |  |  |  | — |
Total equity | 509,435 |  |  | (62,000) |  |  | 447,435 |
Total liabilities and equity | $ | 1,809,738 |  |  | $ | (62,000) |  |  | $ | 1,747,738 |
The table below sets forth the unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2022, including the balances as reported, adjustments and the as restated balances (in thousands, except per share amounts):
| September 30, 2022
| Three Months Ended |  | Nine Months Ended
| As Reported |  | Adjustments |  | As Restated |  | As Reported |  | Adjustments |  | As Restated
Revenue | $ | 420,356 |  |  |  |  | $ | 420,356 |  |  | $ | 1,171,503 |  |  |  |  | $ | 1,171,503 |
Costs and expenses: |  |  |  |  |  |  |  |  |  |  |
Cost of revenue | 403,042 |  |  |  |  | 403,042 |  |  | 1,144,698 |  |  |  |  | 1,144,698 |
Technology and development | 16,639 |  |  |  |  | 16,639 |  |  | 42,436 |  |  |  |  | 42,436 |
Sales and marketing | 30,830 |  |  |  |  | 30,830 |  |  | 87,761 |  |  |  |  | 87,761 |
General and administrative | 44,323 |  |  |  |  | 44,323 |  |  | 130,200 |  |  |  |  | 130,200 |
Depreciation and amortization | 16,500 |  |  |  |  | 16,500 |  |  | 46,862 |  |  |  |  | 46,862 |
Gain on sale of aircraft held for sale | (1,316) |  |  |  |  | (1,316) |  |  | (3,950) |  |  |  |  | (3,950) |
Impairment of goodwill | — |  |  | 62,000 |  |  | 62,000 |  |  | — |  |  | 62,000 |  |  | 62,000 |
Total costs and expenses | 510,018 |  |  | 62,000 |  |  | 572,018 |  |  | 1,448,007 |  |  | 62,000 |  |  | 1,510,007 |
Loss from operations | (89,662) |  |  | (62,000) |  |  | (151,662) |  |  | (276,504) |  |  | (62,000) |  |  | (338,504) |
Other income (expense): |  |  |  |  |  |  |  |  |  |  |
Change in fair value of warrant liability | 2,504 |  |  |  |  | 2,504 |  |  | 8,265 |  |  |  |  | 8,265 |
Loss on extinguishment of debt | — |  |  |  |  | — |  |  | — |  |  |  |  | — |
Interest income | 1,130 |  |  |  |  | 1,130 |  |  | 1,612 |  |  |  |  | 1,612 |
Interest expense | — |  |  |  |  | — |  |  | — |  |  |  |  | — |
Other expense, net | (625) |  |  |  |  | (625) |  |  | (1,505) |  |  |  |  | (1,505) |
Total other income (expense) | 3,009 |  |  | — |  |  | 3,009 |  |  | 8,372 |  |  | — |  |  | 8,372 |
Loss before income taxes | (86,653) |  |  | (62,000) |  |  | (148,653) |  |  | (268,132) |  |  | (62,000) |  |  | (330,132) |
Income tax expense | (185) |  |  |  |  | (185) |  |  | (505) |  |  |  |  | (505) |
Net loss | $ | (86,838) |  |  | $ | (62,000) |  |  | $ | (148,838) |  |  | $ | (268,637) |  |  | $ | (62,000) |  |  | $ | (330,637) |
Less: Net loss attributable to non-controlling interests | — |  |  |  |  | — |  |  | (387) |  |  |  |  | (387) |
Net loss attributable to Wheels Up Experience Inc. | $ | (86,838) |  |  | $ | (62,000) |  |  | $ | (148,838) |  |  | $ | (268,250) |  |  | $ | (62,000) |  |  | $ | (330,250) |
Net loss per share of Class A common stock - basic and diluted | $ | (0.36) |  |  | $ | (0.25) |  |  | $ | (0.61) |  |  | $ | (1.10) |  |  | $ | (0.25) |  |  | $ | (1.35) |
Weighted-average shares of Class A common stock outstanding - basic and diluted | 244,350,959 |  |  |  | 244,350,959 |  | 244,347,871 |  |  |  | 244,347,871
The tables below sets forth the unaudited condensed consolidated statements of comprehensive (loss) income for the three and nine months ended September 30, 2022, including balances as reported, adjustments and balances as restated amounts (in thousands):
| September 30, 2022
| Three Months Ended |  | Nine Months Ended
| As Reported |  | Adjustments |  | As Restated |  | As Reported |  | Adjustments |  | As Restated
Net loss | $ | (86,838) |  |  | $ | (62,000) |  |  | $ | (148,838) |  |  | $ | (268,637) |  |  | $ | (62,000) |  |  | $ | (330,637) |
Other comprehensive loss: |  |  |  |  |  |  |  |  |  |  |
Foreign currency translation adjustments | (8,329) |  |  |  |  | (8,329) |  |  | (16,647) |  |  |  |  | (16,647) |
Comprehensive loss | (95,167) |  |  | (62,000) |  |  | (157,167) |  |  | (285,284) |  |  | (62,000) |  |  | (347,284) |
Less: Comprehensive loss attributable to non-controlling interests | — |  |  |  |  | — |  |  | (387) |  |  |  |  | (387) |
Comprehensive loss attributable to Wheels Up Experience Inc. | $ | (95,167) |  |  | $ | (62,000) |  |  | $ | (157,167) |  |  | $ | (284,897) |  |  | $ | (62,000) |  |  | $ | (346,897) |
The table below sets forth the unaudited condensed consolidated statement of stockholders’ equity at September 30, 2022, including balances as reported, adjustments and balances as restated amounts (in thousands):
| Class A Common Stock |  |  |  |  |  |  |  | Treasury Stock |  |  |  |
| Shares |  | Amount |  | Additional paid-in capital |  | Accumulated deficit |  | Accumulated other comprehensive loss |  | Shares |  | Amount |  | Non-controlling interests |  | Total
Balance at September 30, 2022 as reported | 248,131,546 |  |  | $ | 25 |  |  | $ | 1,522,368 |  |  | $ | (988,964) |  |  | $ | (16,647) |  |  | 2,386,585 |  |  | $ | (7,347) |  |  | $ | — |  |  | $ | 509,435 |
Adjustment to net loss |  |  |  |  |  |  | (62,000) |  |  |  |  |  |  |  |  |  |  | (62,000) |
Balance at September 30, 2022 as restated | 248,131,546 |  | $ | 25 |  |  | $ | 1,522,368 |  |  | $ | (1,050,964) |  |  | $ | (16,647) |  |  | 2,386,585 |  | $ | (7,347) |  |  | $ | — |  |  | $ | 447,435 |
The table below sets forth the unaudited condensed consolidated statement of cash flows for the nine months ended September 30, 2022, including balances as reported, adjustments and balances as restated amounts (in thousands):
| Nine Months Ended September 30, 2022
| As Reported |  | Adjustments |  | As Restated
OPERATING ACTIVITIES: |  |  |  |  |
Net loss | $ | (268,637) |  |  | $ | (62,000) |  |  | $ | (330,637) |
Adjustments to reconcile net loss to net cash used in operating activities: |  |  |  |  |
Depreciation and amortization | 46,862 |  |  |  |  | 46,862 |
Amortization of deferred financing costs and debt discount | — |  |  |  |  | — |
Equity-based compensation | 65,839 |  |  |  |  | 65,839 |
Change in fair value of warrant liability | (8,265) |  |  |  |  | (8,265) |
Provision for bad debt expense | — |  |  |  |  | — |
Provision for (recovery of) expected credit losses | (489) |  |  |  |  | (489) |
Gain on sale of aircraft held for sale | (3,950) |  |  |  |  | (3,950) |
Loss on extinguishment of debt | — |  |  |  |  | — |
Impairment of goodwill | — |  |  | 62,000 |  |  | 62,000 |
Changes in operating assets and liabilities, net of effects from acquisitions: |  |  |  |  |
Accounts receivable | (31,474) |  |  |  |  | (31,474) |
Other receivables | (859) |  |  |  |  | (859) |
Parts and supplies inventories | (8,544) |  |  |  |  | (8,544) |
Aircraft inventory | (33,231) |  |  |  |  | (33,231) |
Prepaid expenses | (8,065) |  |  |  |  | (8,065) |
Other current assets | (2,477) |  |  |  |  | (2,477) |
Other non-current assets | (27,534) |  |  |  |  | (27,534) |
Operating lease liabilities, net | (624) |  |  |  |  | (624) |
Accounts payable | (2,885) |  |  |  |  | (2,885) |
Accrued expenses | (1,131) |  |  |  |  | (1,131) |
Other current liabilities | 812 |  |  |  |  | 812 |
Other non-current liabilities | (1,036) |  |  |  |  | (1,036) |
Deferred revenue | (2,653) |  |  |  |  | (2,653) |
Net cash (used in) provided by operating activities | (288,341) |  |  | — |  |  | (288,341) |
INVESTING ACTIVITIES: |  |  |  |  |
Purchases of property and equipment | (80,039) |  |  |  |  | (80,039) |
Purchase of aircraft held for sale | (39,894) |  |  |  |  | (39,894) |
Proceeds from sale of aircraft held for sale, net | 41,833 |  |  |  |  | 41,833 |
Acquisition of businesses, net of cash acquired | (75,093) |  |  |  |  | (75,093) |
Capitalized software development costs | (18,532) |  |  |  |  | (18,532) |
Net cash (used in) provided by investing activities | (171,725) |  |  | — |  |  | (171,725) |
FINANCING ACTIVITIES: |  |  |  |  |
Proceeds from stock option exercises | — |  |  |  |  | — |
Purchase of Shares for Treasury | (7,347) |  |  |  |  | (7,347) |
Proceeds from Business Combination and PIPE Investment | — |  |  |  |  | — |
Transaction costs in connection with the Business Combination and PIPE Investment | — |  |  |  |  | — |
Proceeds from long-term debt | — |  |  |  |  | — |
Repayments of long-term debt | — |  |  |  |  | — |
Repayment of loans to employees | — |  |  |  |  | — |
Net cash used in financing activities | (7,347) |  |  | — |  |  | (7,347) |
Effect of exchange rate changes on cash | (7,395) |  |  |  |  | (7,395) |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (474,808) |  |  |  |  | (474,808) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH BEGINNING OF PERIOD | 786,722 |  |  |  |  | 786,722 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH END OF PERIOD | $ | 311,914 |  |  | $ | — |  |  | $ | 311,914 |

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- Definition Tabular disclosure of prior period adjustments to previously issued financial statements including (1) the effect of the correction on each financial statement line item and any per-share amounts affected for each prior period presented (2) the cumulative effect of the change on retained earnings or other appropriate components of equity or net assets in the statement of financial position, as of the beginning of the earliest period presented, and (3) the effect of the prior period adjustments (both gross and net of applicable income tax) on the net income of each prior period presented in the entity's annual report for the year in which the adjustments are made. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 250 -SubTopic 10 -Section 50 -Paragraph 9 -URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22663-107794 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 250 -SubTopic 10 -Section 50 -Paragraph 7 -URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794 Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 250 -SubTopic 10 -Section 50 -Paragraph 8 -URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794 + Details
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