--- schema_version: "secwatch.filing_event.v1" accession: "0001819516-23-000047" form_type: "8-K" ticker: "UP" cik: "0001819516" company_name: "Wheels Up Experience Inc." filed_at: "2023-08-14T23:59:59+00:00" generated_at: "2026-06-11T12:23:28.564703+00:00" event_type: "earnings" sentiment: "negative" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Wheels Up Q2 revenue down 21% to $335M; net loss $161M including $70M goodwill impairment; secures $15M Delta loan ## Summary - Revenue $335M vs $425.5M YoY (-21%); Net loss $160.6M (up from $92.8M) includes $70M non-cash goodwill impairment. - Adjusted EBITDA loss improved to $40.3M from $46.9M YoY; active members down 8% to 11,639; live flight legs down 16% to 18,137. - Secured up to $15M secured promissory note from Delta at 10% interest, $10M received Aug 9, $5M Aug 11; maturity Feb 4, 2024. - Grace period extended to Aug 15, 2023 for $270M equipment notes; additional covenants include $5M daily cash minimum and restrictions. - Non-binding LOI to divest non-core aircraft management to Airshare; licensed Avianis to Portside; member programs shift to high-density regions. ## SEC filing metadata - accession: 0001819516-23-000047 - form_type: 8-K - ticker: UP - cik: 0001819516 - company_name: Wheels Up Experience Inc. - filed_at: 2023-08-14T23:59:59+00:00 - event_type: earnings - sentiment: negative - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.02, 2.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1819516/000181951623000047/0001819516-23-000047-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1819516/000181951623000047/up-20230808.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001819516-23-000047 - JSON: https://secwatch.observer/filing/0001819516-23-000047.json - Plain text: https://secwatch.observer/filing/0001819516-23-000047.txt ## Key facts - Debt Financings Wheels Up Experience Inc. incurred loan of up to $15.0 million with Delta Air Lines, Inc. at 10% per annum maturing February 4, 2024. - Instrument: loan - Principal: up to $15.0 million - Counterparty: Delta Air Lines, Inc. - Rate: 10% per annum - Maturity: February 4, 2024 - Event: incurrence source text: On August 8, 2023, Wheels Up Experience Inc. (the “Company”) entered into a Secured Promissory Note (the “Note”) with Delta Air Lines, Inc., as Payee (“Delta”), pursuant to which Delta committed to fund a principal amount of up to $15.0 million evidence_url: https://www.sec.gov/Archives/edgar/data/1819516/000181951623000047/0001819516-23-000047-index.htm - Earnings Releases Wheels Up Experience Inc. reported the second quarter, which ended June 30, 2023 results: revenue $335 million, net income $161 million. - Period: the second quarter, which ended June 30, 2023 - Revenue: $335 million - Net income: $161 million - Result: reported results source text: Revenue decreased $90 million year-over-year to $335 million evidence_url: https://www.sec.gov/Archives/edgar/data/1819516/000181951623000047/0001819516-23-000047-index.htm - Material Agreements Wheels Up Experience Inc. entered into Secured Promissory Note with Delta Air Lines, Inc. valued at Up to $15.0 million principal amount (effective 2023-08-08). - Action: entry - Agreement: credit facility - Counterparty: Delta Air Lines, Inc. - Value: Up to $15.0 million principal amount - Effective: 2023-08-08 source text: On August 8, 2023, Wheels Up Experience Inc. (the “Company”) entered into a Secured Promissory Note (the “Note”) with Delta Air Lines, Inc., as Payee (“Delta”), pursuant to which Delta committed to fund a principal amount of up to $15.0 million, of which $10.0 million was received on August 9, 2023 and $5.0 million was received on August 11, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/1819516/000181951623000047/0001819516-23-000047-index.htm - Material Agreements Wheels Up Experience Inc. amended Letter Agreement regarding Equipment Notes grace period extension with Wilmington Trust, National Association (as facility agent, security trustee, mortgagee, subordination agent and loan trustee); Wheels Up Class A-1 Loan Trust 2022-1; lenders party to the Loan Agreement valued at Extended grace period for payment of principal and interest due under Equipment Notes to August 11, (effective 2023-08-09). - Action: amendment - Agreement: credit facility - Counterparty: Wilmington Trust, National Association (as facility agent, security trustee, mortgagee, subordination agent and loan trustee); Wheels Up Class A-1 Loan Trust 2022-1; lenders party to the Loan Agreement - Value: Extended grace period for payment of principal and interest due under Equipment Notes to August 11, - Effective: 2023-08-09 source text: On August 9, 2023, WUP entered into a letter agreement (the “Letter Agreement”), with WTNA, as facility agent, security trustee, mortgagee, subordination agent and loan trustee, the Trust, as Class A-1 Trust, borrower and note holder, and the lenders from time to time party to the Loan Agreement, pursuant to which the grace period for the payment of principal and interest currently due under the Equipment Notes was extended until August 11, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/1819516/000181951623000047/0001819516-23-000047-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.