Wheels Up Announces First Quarter Results and New Delta-Led Financing
Rhea-AI Summary
Wheels Up (NYSE:UP) reported Q1 2026 revenue of $168.9 million, down 5% year over year, and a net loss of $83.0 million, an improvement from 2025. Total gross bookings rose 10% to $267.2 million, while Adjusted EBITDAR loss was $18.3 million.
A Delta-led investor group committed to a new $100 million term loan, with up to $100 million additional capacity, and an upsized aircraft financing facility is expected to add about $165 million of liquidity in Q2. Fleet modernization finished early, operations improved, and a 1-for-20 reverse split restored NYSE compliance.
Positive
- Total gross bookings rose 10% year over year to $267.2 million
- Net loss improved by $16.4 million to $83.0 million year over year
- Phenom and Challenger fleet expanded from 21 to 36 aircraft, with revenue more than doubling
- Completion rate reached 98.9% and 3+ hour delay rate fell to 2.0%
- Delta-led investor group committed a $100 million term loan plus up to $100 million extra capacity
- Financing actions are expected to generate about $165 million of incremental liquidity in Q2 2026
- Company targets approximately $70 million or more in annual cash cost savings by mid-2026
- 1-for-20 reverse stock split restored NYSE listing compliance and may support Russell 3000 inclusion
Negative
- Q1 2026 revenue declined 5% year over year to $168.9 million
- Adjusted Contribution fell 34% to $14.8 million; margin dropped from 12.6% to 8.7%
- Gross loss widened to $2.0 million from $1.1 million year over year
- Adjusted EBITDA loss increased to $28.1 million, down 16% year over year
- Live flight legs decreased 28% year over year to 7,793
- Net cash used in operating activities more than doubled to $99.6 million
News Market Reaction – UP
On the day this news was published, UP declined 2.71%, reflecting a moderate negative market reaction. Argus tracked a trough of -31.3% from its starting point during tracking. Our momentum scanner triggered 23 alerts that day, indicating elevated trading interest and price volatility. This price movement removed approximately $6M from the company's valuation, bringing the market cap to $217.73M at that time. Trading volume was above average at 1.5x the daily average, suggesting increased trading activity.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Previous Earnings Reports
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Feb 19 | Quarterly earnings | Positive | -12.4% | Q4 2025 showed narrowed net loss and positive Adjusted EBITDA/EBITDAR. |
| Nov 5 | Quarterly earnings | Neutral | -5.5% | Q3 2025 revenue dipped slightly while bookings and charter demand grew. |
| Aug 7 | Quarterly earnings | Positive | +0.0% | Q2 2025 profitability metrics improved despite lower revenue and net loss. |
| May 1 | Quarterly earnings | Neutral | -3.5% | Q1 2025 showed lower revenue but higher bookings and better contribution margin. |
| Mar 11 | Quarterly earnings | Positive | +5.6% | Q4/FY 2024 reported revenue growth, smaller EBITDA loss, and fleet progress. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Earnings releases have often been followed by flat-to-negative moves (average -3.16%), even when highlighting operational progress and cost improvements.
Over the past five earnings cycles, Wheels Up has consistently emphasized transformation: shifting toward Phenom and Challenger fleets, improving completion and on-time metrics, and pursuing sizable cost-savings targets of about $50–70M annually. Revenue has generally trended slightly lower year-over-year while losses narrowed and Adjusted EBITDA/EBITDAR metrics improved. Despite these operational gains, share reactions around earnings have skewed negative, with several quarters showing selloffs after reporting better efficiency, liquidity arrangements, and deepening ties with Delta. Today’s earnings and financing update fits into that ongoing turnaround narrative.
Key Terms
gaap financial
non-gaap financial
adjusted ebitdar financial
reverse stock split financial
completion rate technical
on-time performance (a-30) technical
mezzanine tranche financial
term loan financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
Revenue performance driven by strong demand for Signature and charter offerings, offset by wind down of legacy jet flying
Record levels of reliability and On-Time Performance
New financing commitments from Delta-led investor group and AIP Capital expected to fund additional fleet investment and multi-year business growth
Commentary from Wheels Up's Chief Executive Officer George Mattson about the Company's financial and operating results for the first quarter of 2026 is included in an Investor Letter that can be found on Wheels Up's Investor Relations website at https://investors.wheelsup.com.
First Quarter 2026 Results
- GAAP Revenue of
, down$168.9 million 5% year over year, with continued stabilization of Private Jet Flight Revenue driven by strong growth in Phenom and Challenger revenue substantially offsetting planned declines in revenue from legacy fleets. Revenue from Phenom and Challenger aircraft more than doubled year over year as the owned and leased Phenom and Challenger fleets expanded from 21 aircraft as of March 31, 2025, to 36 aircraft as of March 31, 2026. - Total Gross Bookings (the total gross spend on private jet flight services including private jet charter, group charter and cargo services) of
, up$267.2 million 10% year over year, driven by growth in the charter businesses. - Gross loss of
, with results impacted by approximately$2.0 million .0 million of fleet modernization expenses.$5 - Adjusted Contribution of
, and Adjusted Contribution Margin of$14.8 million 8.7% , versus12.6% in the prior year period. The Company estimates approximately 5 points of year over year margin pressure came from the prior year sale of non-core services businesses (~2 points) and transitory inefficiencies from the fleet transition (~3 points). - Net loss of
or$83.0 million per share.$(2.29) - Adjusted EBITDAR loss of
, a$18.3 million 3% improvement over last year, with results pressured by transitory fleet inefficiencies referenced above.
"The start of 2026 marked a clear inflection point for Wheels Up, as we completed the transition from our legacy programs and fleet to our Signature Program supported by a premium jet fleet comprised exclusively of the most in-demand and efficient aircraft in the industry," said Wheels Up Chief Executive Officer George Mattson. "With the operation performing at record levels and the complexity of the fleet transition largely behind us — more than a year ahead of schedule — we're focused on driving consistency, efficiency and responsible, profitable growth by increasing demand across both programmatic and charter flights, investing in an exceptional customer experience, and scaling the benefits of our one-of-a-kind strategic partnership with Delta."
Agreement for Committed Financing to Fund Growth
The Company's primary investor group, led by Delta Air Lines, has committed to provide a new
"The continued backing of our investors - led by Delta Air Lines - along with the additional new support from AIP Capital, provides the investment capital needed to execute our growth plan and reflects confidence in the progress we're making to build a strong and sustainable business," Mattson continued.
"Since our strategic investment in 2023, the Wheels Up team has driven operational excellence, transformed its offering, strengthened the foundation of the company, and set the stage to accelerate their progress," said Ed Bastian, CEO of Delta Air Lines. "With their fleet transition complete 18 months ahead of schedule, the company's momentum continues to build, and this new financing reflects our confidence in the path ahead for our partnership."
Business Highlights
- Fleet modernization completed 18 months ahead of schedule. In April, all Citation X and Hawker 400XP aircraft were retired from revenue service. Premium Phenom and Challenger jets now comprise
100% of Wheels Up's controlled jet fleet and the Company expects to double the size of those fleets between the end of 2025 and 2026. The completion of the fleet modernization plan is expected to meaningfully enhance cost efficiency, further improve operational reliability, increase fleet utilization, and support the platform's premium positioning.
- Signature Membership driving strong Phenom and Challenger demand. The introduction of the Signature Membership product in 2025 continues to support higher customer engagement, increased flying activity, and improved revenue quality. The Company now has more than 800 Signature members (equaling one-third of its membership base), contributing to meaningful growth in flight activity across the Phenom and Challenger fleets. Phenom and Challenger revenue more than doubled year over year as the owned and leased Phenom and Challenger fleet expanded from 21 aircraft as of March 31, 2025, to 36 aircraft as of March 31, 2026.
- Raising the bar on operational excellence. Wheels Up achieved a Completion Rate of
99% (up 2 points year-over-year) and On-Time Performance (A-30, or arrival within 30 minutes of plan) of81% (up 7 points). Year-to-date, the Company has recorded 68 days (or more than half of all days) with a perfect Completion Rate and no cancellations, including a record streak of 14 days to start 2026. This level of operational reliability is foundational to supporting and growing a premium membership base and underpins the Company's decision to begin reporting A-30 performance and the percentage of flights impacted by delays longer than three hours as it continues to raise the bar on continuous improvement in operational performance.
- Unified go-to-market model. In the first quarter, Wheels Up completed the global consolidation of its full range of aviation offerings, private jet membership, global charter, group charter, and hybrid private-commercial itineraries, under a single brand and commercial team. The integrated model is designed to deliver a more seamless, personalized customer experience while improving coordination across the broader platform.
- Normalized share count through reverse stock split. In April, the company completed a 1-for-20 reverse stock split, which reduced its outstanding share count to a level more in line with companies of comparable size. As a result of this action, the company regained compliance with NYSE listing standards and believes it will meet the criteria for inclusion in the Russell 3000 at the upcoming rebalance.
- Actions to improve productivity and efficiency. As previously announced, Wheels Up continues to implement initiatives expected to drive approximately
or more in annual cash cost savings through efficiency, productivity and overhead cost reductions through mid-2026. The Company has started realizing the early financial benefits of these initiatives, reflected in the double-digit year-over-year reduction in SG&A expenses during the first quarter.$70 million
Financial and Operating Highlights(1)
Three Months Ended March 31, | |||||
(in thousands, except Live Flight Legs, Private Jet Gross Bookings | 2026 | 2025 | % Change | ||
Total Gross Bookings | $ 267,167 | $ 241,902 | 10 % | ||
Private Jet Gross Bookings | $ 193,159 | $ 205,293 | (6) % | ||
Live Flight Legs | 7,793 | 10,895 | (28) % | ||
Private Jet Gross Bookings per Live Flight Leg | $ 24,786 | $ 18,843 | 32 % | ||
Utility(2) | 37.6 | 38.1 | (1) % | ||
Completion Rate | 98.9 % | 96.9 % | 2 pp | ||
On-Time Performance (A-30) | 82.7 % | 74.3 % | 8 pp | ||
On-Time Performance (D-60) | 91.8 % | 85.9 % | 6 pp | ||
3+ Hour Delay Rate | 2.0 % | 5.0 % | (3) pp | ||
Three Months Ended March 31, | |||||||
(In thousands, except percentages) | 2026 | 2025 | $ Change | % Change | |||
Revenue | $ 168,922 | $ 177,530 | $ (8,608) | (5) % | |||
Gross loss | $ (1,988) | $ (1,104) | $ (884) | (80) % | |||
Adjusted Contribution | $ 14,775 | $ 22,441 | $ (7,666) | (34) % | |||
Adjusted Contribution Margin | 8.7 % | 12.6 % | n/a | (4) pp | |||
Net loss | $ (82,958) | $ (99,313) | $ 16,355 | 16 % | |||
Adjusted EBITDA | $ (28,063) | $ (24,150) | $ (3,913) | (16) % | |||
Adjusted EBITDAR | $ (18,301) | $ (18,792) | $ 491 | 3 % | |||
Net cash used in operating activities | $ (99,631) | $ (47,924) | $ (51,707) | (108) % | |||
__________________ | |
(1) | For information regarding Wheels Up's use and definitions of our key operating metrics and non-GAAP financial measures, see "Definitions of Key Operating Metrics," "Definitions of Non-GAAP Financial Measures" and "Reconciliations of Non-GAAP Financial Measures" sections herein. |
(2) | For the three months ended March 31, 2026, Utility for the Embraer Phenom 300 series, Bombardier Challenger 300 series and legacy fleet aircraft in our controlled fleet were 47.6, 56.1 and 29.2 hours, respectively. For the three months ended March 31, 2025, Utility for the Embraer Phenom 300 series, Bombardier Challenger 300 series and legacy fleet aircraft in our controlled fleet were 34.5, 11.0 and 36.3 hours, respectively. |
n/a Not applicable | |
About Wheels Up
Wheels Up is a leading global provider of on-demand private aviation with a large, diverse fleet and a network of safety-vetted charter operators, all committed to safety and service. Customers access charter and membership programs and premium commercial travel benefits through a strategic partnership with Delta Air Lines. Wheels Up also provides cargo services to a range of clients, including individuals and government organizations, via Air Partner Cargo. With the Wheels Up app and website, members can easily search, book, and fly. For more information, visit www.wheelsup.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains certain "forward-looking statements" within the meaning of the
Use of Non-GAAP Financial Measures
This press release includes certain non-GAAP financial measures, such as Adjusted EBITDA, Adjusted EBITDAR, Adjusted Contribution and Adjusted Contribution Margin. These non-GAAP financial measures are in addition to, and not a substitute for or superior to, measures of financial performance prepared in accordance with
For more information on these non-GAAP financial measures, see the sections titled "Definitions of Non-GAAP Financial Measures" and "Reconciliations of Non-GAAP Financial Measures" included in this press release.
Contacts
Investors:
ir@wheelsup.com
Media:
press@wheelsup.com
WHEELS UP EXPERIENCE INC CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited, in thousands except share and per share data)
| |||||||
Three Months Ended March 31, | Change in | ||||||
2026 | 2025 | $ | % | ||||
Revenue | $ 168,922 | $ 177,530 | $ (8,608) | (5) % | |||
Costs and expenses: | |||||||
Cost of revenue (exclusive of items shown separately below) | 159,196 | 158,424 | 772 | — % | |||
Technology and development | 8,739 | 10,524 | (1,785) | (17) % | |||
Sales and marketing | 22,183 | 22,161 | 22 | — % | |||
General and administrative | 26,837 | 56,817 | (29,980) | (53) % | |||
Depreciation and amortization | 11,714 | 20,210 | (8,496) | (42) % | |||
Gain on sale of aircraft held for sale | (2,508) | (6,551) | 4,043 | n/m | |||
Loss (gain) on disposal of assets, net | 117 | (3,289) | 3,406 | n/m | |||
Total costs and expenses | 226,278 | 258,296 | (32,018) | (12) % | |||
Loss from operations | (57,356) | (80,766) | 23,410 | 29 % | |||
Other (expense) income | |||||||
Loss on extinguishment of debt | (17) | (38) | 21 | n/m | |||
Interest income | 242 | 1,148 | (906) | (79) % | |||
Interest expense | (25,307) | (19,880) | (5,427) | 27 % | |||
Other (expense) income, net | (11) | 301 | (312) | n/m | |||
Total other (expense) income | (25,093) | (18,469) | (6,624) | 36 % | |||
Loss before income taxes | (82,449) | (99,235) | 16,786 | 17 % | |||
Income tax expense | (509) | (78) | (431) | n/m | |||
Net loss | (82,958) | (99,313) | 16,355 | 16 % | |||
Less: Net loss attributable to non-controlling interests | — | — | — | — % | |||
Net loss attributable to Wheels Up Experience Inc. | $ (82,958) | $ (99,313) | $ 16,355 | 16 % | |||
Net loss per share of Class A common stock: | |||||||
Basic and diluted | $ (2.29) | $ (2.84) | $ 0.55 | 19 % | |||
Weighted-average shares of Class A common stock outstanding: | |||||||
Basic and diluted | 36,149,112 | 34,913,507 | 1,235,605 | 3.5 % | |||
WHEELS UP EXPERIENCE INC CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited, in thousands, except share data)
| |||
March 31, 2026 | December 31, 2025 | ||
ASSETS | |||
Current assets: | |||
Cash and cash equivalents | $ 54,126 | $ 133,926 | |
Accounts receivable, net | 32,315 | 24,249 | |
Parts and supplies inventories | 2,210 | 11,586 | |
Aircraft held for sale | 22,667 | 18,463 | |
Prepaid expenses | 27,754 | 27,091 | |
Other current assets | 25,718 | 34,042 | |
Total current assets | 164,790 | 249,357 | |
Property and equipment, net | 263,513 | 219,729 | |
Operating lease right-of-use assets | 108,035 | 111,886 | |
Goodwill | 208,665 | 209,897 | |
Intangible assets, net | 70,097 | 75,102 | |
Restricted cash | 34,605 | 30,577 | |
Other non-current assets | 66,537 | 72,266 | |
Total assets | $ 916,242 | $ 968,814 | |
LIABILITIES AND EQUITY | |||
Current liabilities: | |||
Current maturities of long-term debt | $ 21,742 | $ 19,039 | |
Accounts payable | 22,857 | 20,443 | |
Accrued expenses | 93,487 | 104,010 | |
Deferred revenue, current | 687,576 | 738,852 | |
Other current liabilities | 28,701 | 25,212 | |
Total current liabilities | 854,363 | 907,556 | |
Long-term debt, net | 400,340 | 316,358 | |
Operating lease liabilities, non-current | 116,372 | 121,067 | |
Other non-current liabilities | 10,857 | 15,934 | |
Total liabilities | 1,381,932 | 1,360,915 | |
Equity: | |||
Common Stock, | 72 | 72 | |
Additional paid-in capital | 2,031,796 | 2,020,408 | |
Accumulated deficit | (2,480,070) | (2,397,112) | |
Accumulated other comprehensive loss | (7,452) | (5,633) | |
Treasury stock, at cost, 93,884 and 78,616 shares, respectively | (10,037) | (9,836) | |
Total Wheels Up Experience Inc. stockholders' equity | (465,691) | (392,101) | |
Non-controlling interests | — | — | |
Total equity | (465,691) | (392,101) | |
Total liabilities and equity | $ 916,241 | $ 968,814 | |
WHEELS UP EXPERIENCE INC CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited, in thousands)
| |||
Three Months Ended March 31, | |||
2026 | 2025 | ||
Cash flows from operating activities | |||
Net loss | $ (82,958) | $ (99,313) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 11,714 | 20,210 | |
Equity-based compensation | 11,388 | 12,661 | |
Payment-in-kind interest | 14,063 | 13,050 | |
Amortization of deferred financing costs and debt discount | 8,996 | 1,893 | |
Reserve for excess and obsolete inventory | 4,984 | — | |
Gain on sale of aircraft held for sale | (3,407) | (4,975) | |
Loss (gain) on disposal of assets, net | 162 | (3,229) | |
Impairment of right-of-use assets | — | 20,218 | |
Other | 449 | 1,678 | |
Changes in assets and liabilities: | |||
Accounts receivable | (8,571) | (8,481) | |
Prepaid expenses | 1,949 | (8,324) | |
Other current assets | (3,228) | (262) | |
Other non-current assets | 5,719 | 1,166 | |
Accounts payable | 2,550 | 7,760 | |
Accrued expenses | (14,742) | (6,005) | |
Deferred revenue | (53,525) | 7,917 | |
Other assets and liabilities | 4,826 | (3,888) | |
Net cash used in operating activities | (99,631) | (47,924) | |
Cash flows from investing activities: | |||
Purchases of property and equipment | (62,361) | (14,704) | |
Capitalized software development costs | (1,935) | (3,338) | |
Purchase of aircraft held for sale | — | (3,800) | |
Proceeds from sale of aircraft held for sale, net | 25,633 | 33,005 | |
Other | — | 4,950 | |
Net cash (used in) provided by investing activities | (38,663) | 16,113 | |
Cash flows from financing activities: | |||
Purchase of shares for treasury | (201) | (109) | |
Proceeds from long-term debt | 100,738 | 9,876 | |
Repayments of long-term debt | (37,080) | (18,451) | |
Payment of debt issuance costs | (33) | (2) | |
Net cash provided by (used in) financing activities | 63,424 | (8,686) | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (902) | 1,092 | |
Net decrease in cash, cash equivalents and restricted cash | (75,772) | (39,405) | |
Cash, cash equivalents and restricted cash, beginning of period | 164,503 | 246,468 | |
Cash, cash equivalents and restricted cash, end of period | $ 88,731 | $ 207,063 | |
Definitions of Key Operating Metrics
Definitions of our key operating metrics are below. From time to time, we may adjust the definitions and calculations of our key operating metrics to reflect changes in our business or new data types, or to improve the accuracy and usefulness of such metrics. Our calculation of our key operating metrics may not be comparable to similarly titled measures reported by other companies.
Total Gross Bookings and Private Jet Gross Bookings. We define Total Gross Bookings as the total gross spend by our members and customers on all private jet flight services under our membership program and charter offerings, all group charter flights, which are charter flights with 15 or more passengers ("Group Charter Flights"), and all cargo flight services ("Cargo Services"). We believe Total Gross Bookings provides useful information about the scale of the overall global aviation solutions that we provide our members and customers.
We define Private Jet Gross Bookings as the total gross spend by our members and customers on all private jet flight services under our membership program and charter offerings (excluding Group Charter Flights and Cargo Services). We believe Private Jet Gross Bookings provides useful information about the aggregate amount our members and customers spend with Wheels Up versus our competitors.
For each of Total Gross Bookings and Private Jet Gross Bookings, the total gross spend by our members and customers is the amount invoiced to the member or customer and includes the cost of the flight and related services, such as catering, ground transportation, certain taxes, fees and surcharges. We use Total Gross Bookings and Private Jet Gross Bookings to provide useful information for historical period-to-period comparisons of our business and to identify trends, including relative to our competitors.
Live Flight Legs. We define Live Flight Legs as the number of completed one-way revenue generating private jet flight legs in the applicable period, excluding empty repositioning legs and owner legs related to aircraft under management. We believe Live Flight Legs is a useful metric to measure the scale and usage of our platform and our ability to generate Flight revenue.
Private Jet Gross Bookings per Live Flight Leg. We use Private Jet Gross Bookings per Live Flight Leg to measure the average gross spend by our members and customers on all private jet flight services under our membership program and charter offerings (excluding Group Charter Flights and Cargo Services) for each Live Flight Leg.
Utility. We define Utility for the applicable period as the total revenue generating flight hours flown on our controlled aircraft fleet, excluding empty repositioning legs, divided by the monthly average number of available aircraft in our controlled aircraft fleet. Utility is expressed as a monthly average. We measure the revenue generating flight hours for a given flight on our controlled aircraft as the actual flight time from takeoff to landing. We determine the number of aircraft in our controlled aircraft fleet available for revenue generating flights at the end of the applicable month and exclude aircraft then classified as held for sale. We use Utility to measure the efficiency of our operations, our ability to generate a return on our assets and the impact of our fleet modernization strategy.
Completion Rate. We define Completion Rate as the percentage of total scheduled flights operated and completed, excluding customer-initiated flight cancellations.
On-Time Performance (A-30). We define On-Time Performance (A-30) as the percentage of total flights flown that arrived within 30 minutes of the scheduled time, inclusive of air traffic control, weather, maintenance and customer delays, excluding all cancelled flights.
On-Time Performance (D-60). We define On-Time Performance (D-60) as the percentage of total flights flown that departed within 60 minutes of the scheduled time, inclusive of air traffic control, weather, maintenance and customer delays, excluding all cancelled flights.
3+ Hour Delay Rate. We define 3+ Hour Delay Rate as the percentage of total flights flown that were impacted by a departure delay of longer than three hours after the scheduled departure time, inclusive of air traffic control, weather, maintenance and customer delays, excluding all cancelled flights.
Definitions of Non-GAAP Financial Measures
Adjusted EBITDA and Adjusted EBITDAR. 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 and (v) other items not indicative of our ongoing operating performance, including but not limited to, restructuring and integration-related charges. We calculate Adjusted EBITDAR as Adjusted EBITDA, as further adjusted for aircraft lease costs.
We include Adjusted EBITDA and Adjusted EBITDAR as supplemental measures for assessing operating performance, to be used in conjunction with bonus program target achievement determinations, strategic internal planning, annual budgeting, allocating resources and making operating decisions, and to provide useful information for historical period-to-period comparisons of our business, as each measure removes the effect of certain non-cash expenses and other items not indicative of our ongoing operating performance.
Adjusted EBITDAR is included as a supplemental measure, because we believe it provides an alternate presentation to adjust for the effects of financing in general and the accounting effects of capital spending and acquisitions of aircraft, which may be acquired outright, acquired subject to acquisition debt, including under the Revolving Equipment Notes Facility (as defined in our SEC filings), by capital lease or by operating lease, each of which may vary significantly between periods and results in a different accounting presentation.
Adjusted Contribution and Adjusted Contribution Margin. We calculate Adjusted Contribution as Gross profit (loss) excluding Depreciation and amortization and adjusted further for equity-based compensation included in Cost of revenue and 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 and for the following: to be used to understand our ability to achieve profitability over time through scale and leveraging costs; and to provide useful information for historical period-to-period comparisons of our business and to identify trends.
Reconciliations of Non-GAAP Financial Measures
Adjusted EBITDA and Adjusted EBITDAR
The following tables reconcile Adjusted EBITDA and Adjusted EBITDAR to Net loss, which is the most directly comparable GAAP measure (in thousands):
Three Months Ended March 31, | |||
2026 | 2025 | ||
Net loss | $ (82,958) | $ (99,313) | |
Add back (deduct): | |||
Interest expense | 25,307 | 19,880 | |
Interest income | (242) | (1,148) | |
Income tax expense | 509 | 78 | |
Other expense (income), net | 11 | (301) | |
Depreciation and amortization | 11,714 | 20,210 | |
Loss (gain) loss on disposal of assets, net | 117 | (3,289) | |
Equity-based compensation expense | 11,388 | 12,661 | |
Integration and transformation expense(1) | 494 | 1,183 | |
Fleet modernization expense(2) | — | 5,147 | |
Legacy fleet retirement(3) | 4,984 | — | |
Other(4) | 613 | 20,742 | |
Adjusted EBITDA | $ (28,063) | $ (24,150) | |
Aircraft lease costs(5) | 9,762 | 5,358 | |
Adjusted EBITDAR | $ (18,301) | $ (18,792) | |
__________________ | |
(1) | Consists of expenses associated with the Company's global integration efforts, including charges for employee separation programs and third-party advisor costs. |
(2) | Consists of expenses incurred in connection with the execution of our fleet modernization strategy first announced in October 2024, which primarily includes expenses associated with transitioning our Bombardier Challenger 300 series and Embraer Phenom 300 series aircraft to our operations and pilot training programs aligned to our fleet modernization strategy, as well as certain cash and non-cash costs incurred associated with exiting legacy private jet models. |
(3) | Includes expenses related to the retirement of our legacy aircraft as part of our fleet transition and efficiency and cost reduction initiatives. |
(4) | For the three months ended March 31, 2026, primarily consists of on-going lease costs for our former |
(5) | Aircraft lease costs are reflected in Cost of revenue on the condensed consolidated statement of operations for the applicable period. |
Refer to "Supplemental Expense Information" below, for further information. | |
Adjusted Contribution and Adjusted Contribution Margin
The following tables reconcile Adjusted Contribution to Gross profit (loss), which is the most directly comparable GAAP measure (in thousands):
Three Months Ended March 31, | |||
2026 | 2025 | ||
Revenue | $ 168,922 | $ 177,530 | |
Less: Cost of revenue | (159,196) | (158,424) | |
Less: Depreciation and amortization | (11,714) | (20,210) | |
Gross loss | (1,988) | (1,104) | |
Gross margin | (1.2) % | (0.6) % | |
Add back (deduct): | |||
Depreciation and amortization | 11,714 | 20,210 | |
Equity-based compensation expense in Cost of revenue | 50 | 78 | |
Integration and transformation expense in Cost of revenue(1) | 15 | 363 | |
Fleet modernization expense in Cost of revenue(2) | — | 3,057 | |
Legacy fleet retirement-related expenses in Cost of revenue(3) | 4,984 | — | |
Other in Cost of revenue(4) | — | (163) | |
Adjusted Contribution | $ 14,775 | $ 22,441 | |
Adjusted Contribution Margin | 8.7 % | 12.6 % | |
__________________ | |
(1) | Consists of expenses associated with the Company's global integration efforts including charges for employee separation programs. |
(2) | Consists of expenses incurred in connection with the execution of our fleet modernization strategy first announced in October 2024, which primarily includes expenses associated with transitioning our Bombardier Challenger 300 series and Embraer Phenom 300 series aircraft to our operations and pilot training programs aligned to our fleet modernization strategy, as well as certain cash and non-cash costs incurred associated with exiting legacy private jet models. |
(3) | Includes expenses related to the retirement of our legacy aircraft as part of our fleet transition and efficiency and cost reduction initiatives. |
(4) | Consists of amounts recovered on Parts and supplies inventory reserved during prior periods related to Parts and supplies inventory deemed in excess after revision of future business needs associated with strategic business initiatives, including fleet modernization. |
Supplemental Revenue Information
(In thousands) | Three Months Ended March 31, | Change in | |||||
2026 | 2025 | $ | % | ||||
Membership | $ 6,018 | $ 9,189 | $ (3,171) | (35) % | |||
Flight | 143,538 | 147,568 | (4,030) | (3) % | |||
Other | 19,366 | 20,773 | (1,407) | (7) % | |||
Total | $ 168,922 | $ 177,530 | $ (8,608) | (5) % | |||
Supplemental Expense Information
(In thousands) | Three Months Ended March 31, 2026 | ||||||||
Cost of | Technology and | Sales and | General and | Total | |||||
Equity-based compensation expense | $ 50 | $ 163 | $ 331 | $ 10,844 | $ 11,388 | ||||
Integration and transformation | 15 | 32 | 243 | 204 | 494 | ||||
Legacy fleet retirement | 4,984 | — | — | — | 4,984 | ||||
Other | — | — | — | 613 | 613 | ||||
(In thousands) | Three Months Ended March 31, 2025 | ||||||||
Cost of | Technology and | Sales and | General and | Total | |||||
Equity-based compensation expense | $ 78 | $ 434 | $ 241 | $ 11,908 | $ 12,661 | ||||
Integration and transformation | 363 | — | 500 | 320 | 1,183 | ||||
Fleet modernization expense | 3,057 | — | 72 | 2,018 | 5,147 | ||||
Other | (163) | — | — | 20,905 | 20,742 | ||||
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SOURCE Wheels Up