Wheels Up Experience Inc.UP
Wheels Up Experience Inc. Goodwill & Intangibles Disclosure
GOODWILL AND INTANGIBLE ASSETS
Goodwill
The following table presents goodwill carrying value and the movements, by reporting unit, during the years ended December 31, 2025 and 2024 (in thousands):
| WUP Legacy | Air Partner | Total | |||||||||||||||
Balance as of December 31, 2023(1) | $ | 136,098 | $ | 82,110 | $ | 218,208 | |||||||||||
| Foreign currency translation adjustment | — | (1,163) | (1,163) | ||||||||||||||
| Balance as of December 31, 2024 | $ | 136,098 | $ | 80,947 | $ | 217,045 | |||||||||||
Divestitures(2) | — | (12,876) | (12,876) | ||||||||||||||
| Foreign currency translation adjustment | — | 5,728 | 5,728 | ||||||||||||||
| Balance as of December 31, 2025 | $ | 136,098 | $ | 73,799 | $ | 209,897 | |||||||||||
(1) Net of accumulated impairment losses of $306.2 million.
(2) For the Air Partner reporting unit, reflects the amount of Goodwill allocated to the divestiture of the Non-Core Services Businesses (see Note 5).
Goodwill Impairment
During the second quarter of 2023, we determined that, because of continued negative cash flows and changes in our management and business strategy, there was an indication that it was more likely than not that the fair value of our WUP Legacy reporting unit was less than its carrying amount. We performed an interim quantitative impairment assessment of goodwill as of June 1, 2023. Using a discounted cash flow approach, we calculated the fair value of WUP Legacy based on the present value of estimated future cash flows. The significant underlying inputs used to measure the fair value included forecasted revenue growth rates and margins, weighted average cost of capital, normalized working capital level and projected long-term growth rates. As a result of this assessment, we recognized a goodwill impairment charge of $70.0 million relating to the WUP Legacy reporting unit during the three months ended June 30, 2023. The decline in the fair value of the reporting unit was primarily due to a more material reduction in working capital than expected during the three months ended June 30, 2023, as well as an increase in the discount rate.
To facilitate reconciliation of the fair value of our reporting units to our market capitalization as of June 1, 2023, we elected to perform a quantitative impairment assessment of the Air Partner reporting unit as of June 1, 2023, using a combination of the discounted cash flow and guideline public company methods, which did not result in impairment to goodwill. Based on the valuation, the fair value of the Air Partner reporting unit exceeded its carrying value by more than 10%.
During the third quarter of 2023, we determined that upon entering into the Credit Agreement (as defined in Note 8) on September 20, 2023, and due to associated changes to our ownership and governance structure on that same date (see Note 11), there was an indication that the fair value of the WUP Legacy reporting unit was less than its carrying amount. We performed an interim quantitative impairment assessment of goodwill as of September 20, 2023. Using a discounted cash flow approach, we calculated the fair value of WUP Legacy, based on the present value of estimated future cash flows. The significant underlying inputs used to measure the fair value included forecasted revenue growth rates and margins, weighted average cost of capital, normalized working capital level and projected long-term growth rates. As a result of this assessment, we recognized a goodwill impairment charge of $56.2 million relating to the WUP Legacy reporting unit during the three months ended September 30, 2023. The impairment charge represented the amount by which the carrying value of the reporting unit as of the assessment date exceeded the estimated fair value of the reporting unit as of the assessment date. Since the previous analysis on June 1, 2023, the fair value of the reporting unit increased as a result of the run-off of unprofitable periods in our estimated future cash flows; however, the carrying value of the reporting unit increased in a substantially equivalent amount due to the issuance of the Term Loan and Initial Shares (as each term is defined Note 8).
To facilitate reconciliation of the fair value of our reporting units to our market capitalization as of September 20, 2023, we elected to perform a quantitative impairment assessment of the Air Partner reporting unit as of September 20, 2023, using a combination of the discounted cash flow and guideline public company methods, which did not result in impairment to goodwill. Based on the valuation, the fair value of the Air Partner reporting unit exceeded its carrying value by more than 20%.
We completed our annual goodwill impairment tests over our reporting units as of each of September 1, 2025 and 2024, and in each case determined that there was no impairment as of such date. For the legacy Wheels Up reporting unit (“WUP Legacy”), we used the discounted cash flow method by calculating the fair value of WUP Legacy based on the present value of estimated future cash flows, which did not result in an impairment to Goodwill. For the Air Partner reporting unit, we used a combination of the discounted cash flow and guideline public company methods, which did not result in impairment to Goodwill.
Intangible Assets
The gross carrying value, accumulated amortization and net carrying value of intangible assets consisted of the following as of the dates indicated in the tables below (in thousands):
| December 31, 2025 | |||||||||||||||||
| Gross Carrying Value | Accumulated Amortization | Net Carrying Value | |||||||||||||||
| Status | $ | 80,000 | $ | 43,494 | $ | 36,506 | |||||||||||
| Customer relationships | 85,334 | 53,874 | 31,460 | ||||||||||||||
| Trade name | 10,000 | 5,437 | 4,563 | ||||||||||||||
| Developed technology | 19,045 | 17,004 | 2,041 | ||||||||||||||
| Leasehold interest – favorable | 600 | 146 | 454 | ||||||||||||||
| Foreign currency translation adjustment | 324 | 246 | 78 | ||||||||||||||
| Total | $ | 195,303 | $ | 120,201 | $ | 75,102 | |||||||||||
| December 31, 2024 | |||||||||||||||||
| Gross Carrying Value | Accumulated Amortization | Net Carrying Value | |||||||||||||||
| Status | $ | 80,000 | $ | 37,410 | $ | 42,590 | |||||||||||
| Customer relationships | 89,121 | 45,700 | 43,421 | ||||||||||||||
| Trade name | 10,709 | 5,196 | 5,513 | ||||||||||||||
| Developed technology | 20,056 | 14,767 | 5,289 | ||||||||||||||
| Leasehold interest – favorable | 600 | 124 | 476 | ||||||||||||||
| Foreign currency translation adjustment | (808) | (423) | (385) | ||||||||||||||
| Total | $ | 199,678 | $ | 102,774 | $ | 96,904 | |||||||||||
Amortization expense of intangible assets was $20.2 million, $20.8 million and $23.3 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Intangible Liabilities
We recognized intangible liabilities for the fair value of complimentary Connect Memberships provided to existing Delta SkyMiles® 360 customers upon our acquisition of Delta Private Jets on January 17, 2020. The gross
carrying value, accumulated amortization and net carrying value of intangible liabilities consisted of the following as of the dates indicated in the tables below (in thousands):
| December 31, 2025 | |||||||||||||||||
| Gross Carrying Value | Accumulated Amortization | Net Carrying Value | |||||||||||||||
| Intangible liabilities | $ | 20,000 | $ | 10,849 | $ | 9,151 | |||||||||||
| December 31, 2024 | |||||||||||||||||
| Gross Carrying Value | Accumulated Amortization | Net Carrying Value | |||||||||||||||
| Intangible liabilities | $ | 20,000 | $ | 9,323 | $ | 10,677 | |||||||||||
Amortization of intangible liabilities, which reduces amortization expense was $1.5 million, $1.5 million and $1.9 million for each of the years ended December 31, 2025, 2024, and 2023, respectively.
Expected future amortization expense of intangible assets and intangible liabilities held as of December 31, 2025 were as follows (in thousands):
| Year ending December 31, | Intangible Assets | Intangible Liabilities | |||||||||
| 2026 | $ | 19,157 | $ | 1,525 | |||||||
| 2027 | 14,443 | 1,525 | |||||||||
| 2028 | 13,963 | 1,525 | |||||||||
| 2029 | 13,219 | 1,525 | |||||||||
| 2030 | 7,134 | 1,525 | |||||||||
| Thereafter | 7,186 | 1,526 | |||||||||
| Total | $ | 75,102 | $ | 9,151 | |||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 10, 2026 | Showing above |
| 2024 | Mar 11, 2025 | |
| 2023 | Mar 7, 2024 | |
| 2022 | Mar 31, 2023 | |
| 2021 | Mar 10, 2022 | |
About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.