STOCKHOLDER’S EQUITY AND EQUITY-BASED COMPENSATION (Tables)
|
9 Months Ended |
Sep. 30, 2022 |
|---|
| Share-Based Payment Arrangement [Abstract] |
|
| Schedule of Profits Interests Activity |
The following table summarizes the profits interests activity under the WUP management incentive plan as of September 30, 2022:
|
|
|
|
|
|
|
|
|
|
|
|
| |
Number of WUP
Profits Interests |
|
Weighted-Average Grant
Date Fair Value |
| |
(in thousands) |
|
|
| Outstanding WUP profits interests as of January 1, 2022 |
28,819 |
|
|
$ |
0.42 |
|
| Granted |
— |
|
|
— |
|
| Exchanged |
— |
|
|
— |
|
| Expired/forfeited |
(6) |
|
|
0.24 |
|
| Outstanding WUP profits interests as of September 30, 2022 |
28,813 |
|
|
$ |
0.42 |
|
|
| Schedule of Nonvested Profit Interests Activity |
The following table summarizes the status of non-vested WUP profits interests as of September 30, 2022:
|
|
|
|
|
|
|
|
|
|
|
|
| |
Number of WUP
Profits Interests |
|
Weighted-Average Grant
Date Fair Value |
| |
(in thousands) |
|
|
| Non-vested WUP profits interests as of January 1, 2022 |
4,733 |
|
|
$ |
0.35 |
|
| Granted |
— |
|
|
— |
|
| Vested |
(3,029) |
|
|
0.31 |
|
| Forfeited |
(6) |
|
|
0.24 |
|
| Non-vested WUP profits interests as of September 30, 2022 |
1,698 |
|
|
$ |
0.42 |
|
|
| Schedule of Restricted Interests Activity |
The following table summarizes the restricted interests activity under the WUP management incentive plan as of September 30, 2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of WUP Restricted Interests |
|
Weighted-Average Grant Date Fair Value |
|
(in thousands) |
|
|
| Non-vested WUP restricted interests as of January 1, 2022 |
4,662 |
|
|
$ |
3.98 |
|
| Granted |
— |
|
|
— |
|
| Vested |
(4,662) |
|
|
3.98 |
|
| Forfeited |
— |
|
|
— |
|
| Non-vested WUP restricted interests as of September 30, 2022 |
— |
|
|
$ |
— |
|
|
| Schedule of Stock Option Activity |
The following table summarizes the activity under the WUP stock option plan as of September 30, 2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of WUP
Stock Options |
|
Weighted-
Average Exercise
Price |
|
Weighted-Average Grant
Date Fair Value |
|
(in thousands) |
|
|
|
|
| Outstanding WUP stock options as of January 1, 2022 |
15,713 |
|
|
$ |
7.52 |
|
|
$ |
1.19 |
|
| Granted |
— |
|
|
— |
|
|
— |
|
| Exercised |
— |
|
|
— |
|
|
— |
|
| Forfeited |
(2,483) |
|
|
7.61 |
|
|
1.16 |
|
| Expired |
— |
|
|
— |
|
|
— |
|
| Outstanding WUP stock options as of September 30, 2022 |
13,230 |
|
|
$ |
7.50 |
|
|
$ |
1.19 |
|
| Exercisable WUP stock options as of September 30, 2022 |
12,139 |
|
|
$ |
7.45 |
|
|
$ |
1.12 |
|
The following table summarizes the activity under the 2021 LTIP related to Wheels Up stock options as of September 30, 2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Wheels Up
Stock Options |
|
Weighted-
Average Exercise
Price |
|
Weighted-Average Grant
Date Fair Value |
|
(in thousands) |
|
|
|
|
| Outstanding Wheels Up stock options as of January 1, 2022 |
921 |
|
|
$ |
10.00 |
|
|
$ |
4.75 |
|
| Granted |
— |
|
|
— |
|
|
— |
|
| Exercised |
— |
|
|
— |
|
|
— |
|
| Forfeited |
— |
|
|
— |
|
|
— |
|
| Expired |
— |
|
|
— |
|
|
— |
|
| Outstanding Wheels Up stock options as of September 30, 2022 |
921 |
|
|
$ |
10.00 |
|
|
$ |
4.75 |
|
| Exercisable Wheels Up stock options as of September 30, 2022 |
384 |
|
|
$ |
10.00 |
|
|
$ |
4.75 |
|
|
| Schedule of Nonvested Share Activity |
The following table summarizes the status of non-vested WUP stock options as of September 30, 2022:
|
|
|
|
|
|
|
|
|
|
|
|
| |
Number of WUP Stock Options |
|
Weighted-Average Grant
Date Fair Value |
| |
(in thousands) |
|
|
| Non-vested WUP stock options as of January 1, 2022 |
3,971 |
|
|
$ |
1.63 |
|
| Granted |
— |
|
|
— |
|
| Vested |
(2,632) |
|
|
1.48 |
|
| Expired |
— |
|
|
— |
|
| Forfeited |
(248) |
|
|
1.64 |
|
| Non-vested WUP stock options as of September 30, 2022 |
1,091 |
|
|
$ |
1.98 |
|
The following table summarizes the status of non-vested Wheels Up stock options as of September 30, 2022:
|
|
|
|
|
|
|
|
|
|
|
|
| |
Number of Wheels Up Stock Options |
|
Weighted-Average Grant
Date Fair Value |
| |
(in thousands) |
|
|
| Non-vested Wheels Up stock options as of January 1, 2022 |
768 |
|
|
$ |
4.75 |
|
| Granted |
— |
|
|
— |
|
| Vested |
(230) |
|
|
4.75 |
|
| Expired |
— |
|
|
— |
|
| Forfeited |
— |
|
|
— |
|
| Non-vested Wheels Up stock options as of September 30, 2022 |
538 |
|
|
$ |
4.75 |
|
|
| Schedule of LTIP RSUs |
The following table summarizes the activity under the 2021 LTIP related to RSUs as of September 30, 2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of RSUs |
|
Weighted-Average Grant
Date Fair Value |
|
(in thousands) |
|
|
| Non-vested RSUs as of January 1, 2022 |
8,411 |
|
|
$ |
7.32 |
|
Granted(1)
|
17,880 |
|
|
3.01 |
|
| Vested |
(2,257) |
|
|
6.66 |
|
| Forfeited |
(2,627) |
|
|
6.13 |
|
| Non-vested RSUs as of September 30, 2022 |
21,407 |
|
|
$ |
3.96 |
|
(1) Includes 1,600 RSUs granted to our Chief Executive Officer (“CEO”). See “—2022 CEO Awards” for additional details regarding this grant.
|
| Schedule of Performance Stock Units |
The following table summarizes the activity under the 2021 LTIP related to PSUs as of September 30, 2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of PSUs |
|
Weighted-Average Grant
Date Fair Value |
|
(in thousands) |
|
|
| Non-vested PSUs as of January 1, 2022 |
— |
|
|
$ |
— |
|
Granted(1)
|
1,149 |
|
|
2.13 |
|
| Vested |
— |
|
|
— |
|
| Forfeited |
— |
|
|
— |
|
Non-vested PSUs as of September 30, 2022(2)
|
1,149 |
|
|
$ |
2.13 |
|
(1) Includes 380 PSUs granted to our CEO. See “—2022 CEO Awards” for additional details regarding this grant.
(2) Approximately 769 of the PSUs reflected in this table may settle into shares of our Class A common stock equal to 80-120% of the PSUs based on the level of performance.
|
| Schedule of Equity-based Compensation Expense |
The following table summarizes equity-based compensation expense recognized by condensed consolidated statement of operations line item (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
| Cost of revenue |
$ |
3,581 |
|
|
$ |
679 |
|
|
$ |
11,320 |
|
|
$ |
779 |
|
| Technology and development |
751 |
|
|
619 |
|
|
2,047 |
|
|
806 |
|
| Sales and marketing |
2,756 |
|
|
2,449 |
|
|
8,314 |
|
|
2,901 |
|
| General and administrative |
15,416 |
|
|
24,159 |
|
|
44,158 |
|
|
26,182 |
|
| Total equity-based compensation expense |
$ |
22,504 |
|
|
$ |
27,906 |
|
|
$ |
65,839 |
|
|
$ |
30,668 |
|
|