Wheels Up Experience Inc.
For the period ended Dec 31, 2025. Filed Mar 10, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 10, 2026
UP$2.84-0.7%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-11.
0001819516-25-000012
Item 1A. Risk FactorsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-10.
0001628280-26-016512
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 153 previous paragraphs and 84 current paragraphs.
5 unchanged; 43 reworded; 34 added; 102 removed; 3 previous and 2 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (34)
Current report
Risks Relating to Our Business Model, Strategic Execution and External Environment
Current report
A decrease in demand for the private aviation services we offer could adversely affect our business, results of operations and financial condition.
Current report
Demand for private aviation services has historically fluctuated due to economic cycles, geopolitical events, the COVID-19 pandemic and other events that influence the behavior of private flyers. Any general downturn in economic, business and financial conditions, including outsized impacts in larger metropolitan areas in the U.S., U.K. and Europe where our members and charter customers are more concentrated, that has an adverse effect on our members’ or customers’ spending habits could decrease their demand for travel and, to the extent they travel, increase their use of other modes of travel. If demand for private aviation and other services we offer, or our success in selling our services, were to decrease, we could experience slower than expected growth, lower demand for flight services, a reduction in flight spend or the utilization of our aircraft, lower purchases or usage of Membership Funds, or a general shift from our membership program (where Membership Funds received up front are typically applied to future flying over a multi-month period), to our charter solutions (where funds for a flight are received close in time to booking), including due to our responses to changes in demand for our services, all of which could have an adverse effect on our business, results of operations, financial condition and financial goal achievement.
Current report
The private aviation industry in the markets in which we compete is highly competitive.
Current report
We compete with many participants in the highly fragmented private aviation industry, including geographically diverse private aviation and commercial airline operators with varying business models. Our present and potential customer base is finite, and we must continue to refine our service offerings to remain attractive to a broad base of potential members and customers with varying needs. We may also introduce new service offerings or enter new geographic markets where competitive dynamics or regulatory requirements are different, which may impact the adoption of our commercial offerings or reduce the expected benefits from capital investments. Variability in competition in the private aviation industry and any inability by us to compete effectively in the markets we serve could adversely affect our business, results of operations and financial condition. See the heading “Competition & Strategic Outlook” in Part I, Item 1 “Business” in this Annual Report for more information about factors that affect competition in the private aviation industry.
Current report
Our reputation and brand, the ease and reliability of our services and our ability to provide high-quality member and customer experiences are important to our business and financial success. If our efforts to promote and maintain our brand and reputation are not successful, we do not continuously achieve high levels of member and customer satisfaction or there is an adverse event that impacts the perception of us or the private aviation industry, our ability to attract and retain members and customers and our business, growth plans, results of operations and financial condition may be adversely affected.
Current report
Risks Relating to Our Aircraft Operations and Safety
Current report
We rely on internal maintenance and repair capabilities for certain items for our controlled aircraft, and supplement those capabilities by using third party providers, generally for heavier maintenance, repair or inspection events. The availability of third-party maintenance and repair services is finite, and the facilities are geographically dispersed. We also frequently operate in remote locations where the delivery of parts or transportation of maintenance personnel is more difficult, which could result in operational disruptions. If we are unable to perform timely maintenance and repairs to our aircraft, our aircraft may become prone to unplanned maintenance events that impact members and customers or unavailable for extended periods, which could adversely affect our business, results of operations and financial condition.
Current report
Occasionally, OEMs and/or regulatory authorities (such as the FAA) require mandatory or recommended modifications or inspections for particular aircraft, which may mean having to ground aircraft permanently or for extended periods while maintenance is performed or parts become available for installation. This may cause operational disruption to us, result in unexpected costs and pose a risk to our business, results of operations and financial condition. Our maintenance costs could potentially increase as our fleet ages or we concentrate our controlled fleet to fewer aircraft models. Any failure to comply with regulatory requirements related to the maintenance and operation of our aircraft may result in enforcement actions, including revocation or suspension of our operating authorities, which could adversely impact our business, results of operations and financial condition.
Current report
We are sometimes affected by aviation-related factors beyond our control, any of which could have an adverse effect on our business, results of operations and financial condition.
Current report
Our members pay an indexed aircraft fuel surcharge based on estimated billable flight time. Given our contractual ability to pass on increased fuel costs to our members and customers, as of the date of this Annual Report we do not hedge fuel costs. Any sustained increase in aircraft fuel prices and/or reduction in levels of flight activity related thereto may adversely affect member retention, the use of Membership Funds, charter flight activity and sales efforts, which could adversely affect our business, results of operations and financial condition. In the future, environmental regulations may require us to use alternative fuels that increase our costs or costs for our members and customers due to scarcity and unavailability in the areas in which we operate.
Current report
Bombardier Inc., Embraer S.A., Textron Inc., Honeywell International, Inc., Pratt & Whitney Canada Corp. and Rolls-Royce Corporation manufactured virtually all of our controlled aircraft and engines. Our agreements with OEMs and other third-party service providers for maintenance and repair services and parts are generally subject to their product and workmanship warranties. We may bear rising costs passed through by these third parties, including due to increases in labor, transportation and raw materials costs and tariffs and trade policies. In addition, we may bear increased costs if we determine it is in our best interests to change vendors or service providers, including from maintenance programs facilitated through OEMs to other third-party service providers, or vice versa. If any of these OEMs or other third-party service providers do not meet their obligations to us, there is an interruption in parts production or the provision of services for any reason, the costs to procure parts and maintenance services increases significantly or our agreements with such OEMs or other third-party service providers unexpectedly end, our operations may be severely disrupted, which could adversely affect our ability to serve members and customers, the value of our aircraft, relations with our lenders and our results of operations and financial condition.
Current report
Our ability to source charter services from reliable third-party operators for a portion of member and charter customer flights is important to our business model and service delivery. These third-party operators are generally subject to similar operational, business and financial risks as us. Several of these third-party operators provide capacity to us that we may be unable to replace promptly or in a cost-effective manner if the operator fails to perform its obligations to us. If any third-party operator does not perform to our expectations, fails to deliver their services to us or on our behalf in a timely manner or at all, or terminates its relationship with us for any reason, we may be held responsible by our members and customers and our reputation, business, results of operations and financial condition could be adversely affected.
Current report
We compete against commercial and private aviation operators, including the major airlines, for management leaders, maintenance and operations personnel, pilots and other skilled labor. We may not be successful in retaining or attracting highly qualified and talented personnel, including management leaders, which could have an adverse effect on our business, results of operations and financial condition.
Current report
Our pilots are subject to stringent qualification and flight training standards, which require timely access to flight simulators, instructors and related training equipment at significant expense. We regularly hire and retrain pilots as part of our fleet modernization strategy, which could increase our training and labor costs, or result in fluctuations in pilot availability relative to demand or other inefficiencies, which could increase our operating expenses, adversely affect our margins and make the achievement of our growth and financial goals more difficult.
Current report
The unionization of our pilots, maintenance or operations personnel could increase our labor costs and lead to other operational disruptions.
Current report
Our debt obligations include covenants and events of default that limit certain actions we may take, and any failure to comply with such covenants and events of default could adversely affect us.
Current report
Our debt obligations under the Revolving Equipment Notes, Term Loan and Revolving Credit Facility (as each term is defined in Note 8, Long-Term Debt in Part II, Item 8, Financial Statements and Supplementary Data in this Annual Report), and other financing agreements that we may enter into from time to time, contain certain covenants and events of default that we must comply with, such as:
Current report
•under the Revolving Equipment Notes, certain loan to value ratio and average age limit covenants for financed aircraft, a requirement to maintain interest reserves and requirements to pledge additional cash or tangible collateral for the benefit of the Revolving Equipment Note lenders in the event of non-compliance;
Current report
•under the Credit Agreement, limitations on our ability to prepay other indebtedness, repurchase or issue our Common Stock or other equity interests, pay dividends and make certain distributions, including to our stockholders, make certain investments, acquire or dispose of certain assets and complete certain merger transactions, and replace existing debt and incur new debt and encumbrances; and
Current report
•under the Investor Rights Agreement, requirements for certain Lenders to approve, among other things, large capital expenditures, certain acquisitions of assets or equity interests in excess of certain amounts, issue equity interests, materially change our business or enter into certain arrangements with a Lender.
Current report
We are required under accounting standards to test our indefinite-lived intangible assets, including goodwill, for impairment on an annual basis, or more frequently where there is an indication of impairment. We are also required to test certain of our other assets for impairment where there is any indication that an asset may be impaired. These assessments are sensitive to key assumptions, such as appraised asset values, forecasts of future cash flows, interest rates and weighted average cost of capital, volatility in the capital markets and fluctuations in our stock price. If the assumptions used in these assessments are not realized or they change, we may need to record an impairment charge, as we have from time to time in the past. Any future impairment loss related to our assets or goodwill could have an adverse effect on our results of operations and financial condition, the trading prices for our Common Stock and the perception of the Company held by investors, members and customers, and other third parties.
Current report
Our aircraft leases generally have multi-year terms, require us to pay for maintenance costs associated with the aircraft and return the aircraft to the lessor in a specified condition. Any unexpected increase in leased aircraft maintenance or return costs, whether due to issues that become prevalent in certain aircraft models over time or due to manufacturer defects not covered under applicable warranties, the availability and cost of any parts or equipment necessary to put the aircraft in the required return condition, or the strategic early termination or non-renewal of a lease, may adversely affect our results of operations and financial condition.
Current report
Legal and Compliance-Related Risks to Us and Our Business
Current report
•regulation of our air carrier operations by the DOT, FAA, DHS, TSA, CBP and other governmental agencies, which impose substantial certification and compliance costs on us and may also restrict our business now or in the future, including by grounding aircraft, requiring enhanced inspections of or maintenance on our aircraft, or other actions to suspend or revoke our FAA operating certificates or frustrate our ability to obtain required licenses, clearances or bonds from governmental agencies;
Current report
•environmental and noise-related regulations and ordinances, including for emissions, pollution and the disposal of hazardous substances, oils and waste materials; and
Current report
•climate change, carbon emissions, waste generation and energy-related regulations, and related public disclosure requirements, which may curb the use of conventional aviation fuels, require the use of renewable or other fuels for our aircraft at higher costs, require us to make capital investments to modernize certain aspects of our operations or otherwise prepare for, respond to and mitigate the physical effects of climate change or environmental factors on our operations.
Current report
We have contractual obligations necessary for our operations and business, including:
Current report
•fixed or variable rate aircraft operating leases that include end-of-lease return conditions that may result in substantial payments by us to maintain and return the aircraft to its owner at the end of the lease;
Current report
•agreements with our members and charter customers, including Membership Fund agreements under which we agree to provide future services for which we have already received deferred revenue and our performance requires sufficient levels of working capital in the future to meet our performance obligations;
Current report
•debt financing obligations, including the Revolving Equipment Notes, Term Loan and Revolving Credit Facility, that may require periodic prepayments upon the occurrence of certain events or events of default and will require substantial repayments or refinancing at maturity; and
Current report
•ordinary course contractual obligations needed for our operations, such as fuel purchase, credit card processing, software and IT services and other agreements with third parties, which have varying terms and conditions and may require prepayments upon the occurrence of certain events.
Removed paragraphs (102)
Previous report
In October 2024, we announced our current fleet modernization strategy, which we expect will result in the transition from the operation of four current private jet models - Cessna Citation CJ3, X, and Excel/XLS and Hawker 400XP aircraft - to two different private jet models - Embraer Phenom 300 series and Bombardier Challenger 300 series aircraft - while we continue to operate our Beechcraft King Air 350i turboprop aircraft. We expect that our fleet modernization strategy, or future iterations of such strategy, will take a period of years to complete due to the scale of the expected changes. To execute this strategy, we will need to, among other things, strategically acquire aircraft, whether by purchasing aircraft, entering into aircraft leases with third parties or acquiring the businesses of other private aviation operators, sell current owned aircraft and return current leased aircraft, hire new or re-train certain pilots, operations and maintenance personnel to support our new fleets and further tailor our Wheels Up Membership and Wheels Up Charter offerings to fully integrate the new aircraft types.
Previous report
Certain of the Company’s stockholders, including Delta, CK Wheels and CIH, collectively own a substantial majority of the outstanding shares of our Common Stock, have consent or approval rights as lenders under our Term Loan and Revolving Credit Facility, and have the contractual right to designate a total of nine of the twelve directors on our Board of Directors as of the date of this Annual Report. As a result, such stockholders may exhibit significant influence over the Company, including with respect to commercial and strategic transactions involving such stockholders and other strategic business initiatives. Such transactions may be in the form of commercial partnerships, joint ventures, the issuance of additional dilutive equity interests, the implementation of leasing structures or sale-leaseback arrangements, commercial understandings and licensing arrangements, or transactions that result in the Company’s capital stock no longer being publicly traded. The announcement or consummation of any such strategic transaction may materially adversely impact our business, prospects, results of operations and financial condition, or may result in significant volatility in the market for, and trading price of, our Common Stock or the Warrants (as defined herein). See also “—Certain stockholders, which are also lenders to the Company, have significant influence over the Company.”
Previous report
We are exposed to the risk of a decrease in demand for private aviation services.
Previous report
Demand for private aviation services has fluctuated significantly in recent years due in part to the COVID-19 pandemic, geopolitical events and trends in the behavior of private flyers. We face significant competition from participants in both the private aviation and commercial air travel industries. We have also made changes to our member programs that aim to leverage our density and scale in certain geographic regions and utilize dynamically priced charter services for flights outside of those regions. If demand for private aviation services or success in selling efforts were to decrease in the markets in which we compete, this could result in, among other things, slower new member growth in our core geographic regions, a decline in membership renewals, lower demand for charter flight services, a reduction in aggregate flight utilization and spend, and/or additional changes to our member programs and charter offerings, all of which could have a material adverse effect on our business, results of operations and financial condition.
Previous report
Furthermore, we have historically relied on Prepaid Blocks as a source of capital to fund our ongoing operations and as an indicator of potential future flight demand. Changes in demand for our offerings and services by our members and customers, or a significant shift in the mix between use of our member programs and charter solutions, could result in a significant decrease in, or a change in the rate at which our members utilize, their Prepaid Blocks, which may significantly impact our working capital and make future demand forecasting more difficult. Such changes could adversely impact our cash flows from operations, unexpectedly accelerate our liquidity needs and require us to seek alternate sources of capital, including from equity or debt financings or asset sales, which may not be available on acceptable terms or at all.
Previous report
In addition, our customers may consider private air travel to be a luxury item, especially when compared to other modes of transportation, such as commercial air travel. Any general downturn in economic, business and financial conditions that has an adverse effect on our members’ or customers’ spending habits could decrease their demand for travel and, to the extent they travel, increase their use of other travel means considered to be more economical than our offerings and services. In cases where sufficient hours of private flight are needed, many of the companies and individuals to whom we provide services have the financial ability to seek alternative private aviation services should they elect to do so, which may reduce demand for our offerings and services.
Previous report
The private aviation industry is highly competitive.
Previous report
Many of the markets in which we operate are highly competitive as a result of the expansion of private aircraft operators, private aircraft ownership and alternatives such as luxury commercial airline service. There are many private aviation industry participants in our primary geographic markets; however, the industry is largely fragmented. There is also significant variability in private aviation business models, which means we compete with large global and smaller local and regional private aviation operators. Factors that affect competition in the private aviation industry include price, reliability, safety, the regulatory environment, professional reputation, aircraft and pilot availability, equipment and quality, consistency and ease of service, willingness and ability to serve specific airports or regions and investment requirements. There can be no assurance that our competitors will not be successful in capturing a share of our present or potential customer base, or that any market share gains we experience will be long lived. The materialization of any of these risks or variability in competition in the private aviation industry could adversely affect our business, prospects, results of operations and financial condition.
Previous report
Our business is primarily focused on certain targeted geographic regions, which makes us vulnerable to risks associated with having geographically concentrated operations.
Previous report
Our member base is concentrated in North America, including the northeast, southeast, southwestern and western regions of the U.S. Our charter customer base is more geographically diverse, but with higher levels of density in larger metropolitan areas in the U.S., U.K. and Europe. As a result, our business, results of operations and financial condition are susceptible to regional economic downturns and other regional factors, including regulations and budget constraints, relations among different territories and severe weather conditions, catastrophic events or other disruptions. Likewise, our international operations and customers may be adversely affected by events outside of our control that impact their respective locales. As we seek to expand in our existing markets, opportunities for growth within these regions will become more limited and the geographic concentration of our business may increase.
Previous report
We believe that our future success will depend in large part on our ability to retain or attract highly qualified management, technical and other personnel. We compete against commercial and private aviation operators, including the major airlines, for pilots, mechanics and other skilled labor, and some of the airlines or private aviation operators may offer wage and benefit packages which exceed ours. We may not be successful in retaining key personnel or in attracting other highly qualified personnel. Any inability to retain or attract significant numbers of qualified management and other personnel would have a material adverse effect on our business, results of operations and financial condition.
Previous report
The supply of pilots to the airline and private aviation industries is limited. Our pilots are subject to stringent pilot qualification and crew member flight training standards, which, among other things, require minimum flight time for pilots, mandate strict rules to minimize pilot fatigue and require periodic recertification. The existence of such requirements effectively limits the supply of qualified pilot candidates and increases pilot salaries and related labor costs. We will also need to hire or re-train pilots rated in the aircraft types that we are transitioning to as part of our fleet modernization strategy, which could increase our short-term and ongoing pilot training and labor costs or result in fluctuations in the number of pilots available to fly during periods of high demand. A shortage of pilots would require us to further increase our labor costs or slow our growth plans, which would result in an increase in our operating expenses, adverse impacts to our margins and an inability to achieve our financial goals. Such requirements also impact pilot scheduling, work hours and the number of pilots required to be employed for our operations. In recent years, we have experienced significant volatility in pilot hiring and attrition, due in part to more pilots reaching retirement age and industry-related factors outside of our control. To achieve our financial and operating goals on the expected timelines, it is important that we balance the number of pilots we employ with the number of aircraft in our fleet and demand, as well as accurately forecast pilot attrition and hiring needs. If our forecasts are inaccurate and we do not effectively balance the number of pilots we employ with demand, or the supply of pilots becomes constricted, our operations and financial results could be materially and adversely affected.
Previous report
In addition, our results of operations and financial condition may be adversely impacted if we are unable to train or re-train pilots in a timely manner. Due to an industry-wide shortage of qualified pilots, pilot training timelines have fluctuated in recent years based on limited availability of flight simulators, instructors and related training equipment. Although we have taken measures to secure pilot training resources and flight simulator availability, the training of our pilots may not be accomplished in a cost-efficient manner or in a manner timely enough to support our operational needs.
Previous report
Due to the flexibility on the types of aircraft used to fulfill our flights and the breadth of our unscheduled flight activity, we may not have access to a qualified pilot at the departure location. Our pilots rely on commercial airlines and other modes of transportation to reach departure locations. Any disruption to commercial airline activity or the availability of other modes of transportation may cause us to delay or cancel a flight, or experience higher costs than expected, and could adversely affect our reputation, business, results of operation and financial condition. See “―Aviation businesses are often affected by factors beyond their control including: air traffic and ground congestion at airports; airport capacity restrictions; air traffic control inefficiencies; increased and changing security measures; changing regulatory and governmental requirements; new or changing travel-related taxes; any of which could have a material adverse effect on our business, results of operations and financial condition.”
Previous report
We may be subject to unionization, work stoppages, slowdowns or increased labor costs and the unionization of our pilots, maintenance workers and inflight crewmembers could result in increased labor costs.
Previous report
In accordance with applicable accounting standards, we are required to test our indefinite-lived intangible assets, including goodwill, for impairment on an annual basis, or more frequently where there is an indication of impairment. We are also required to test certain of our other assets for impairment where there is any indication that an asset may be impaired, such as our market capitalization being less than the book value of our equity. In recent years, we have realized non-cash, pre-tax impairment charges related to goodwill, including during each of the three months ended September 30, 2022, December 31, 2022, June 30, 2023, and September 30, 2023, for our WUP Legacy reporting unit (excluding Air Partner), as a result of, among other things, changes in our business plan and forecasts and fluctuations in the trading price per share of our Common Stock. In addition, in the first quarter of 2025, the Company expects to record a non-cash, pre-tax impairment charge related to a right of use asset associated with vacated corporate office space.
Previous report
Quantitative impairment assessments are sensitive to key assumptions, such as expected future cash flows, the degree of volatility in equity and debt markets, and our stock price. If the assumptions used in our assessments are not realized, or such assumptions change due to a change in business or market conditions impacting our forecasts, rises in interest rates that impact our estimate of weighted average cost of capital, or if the trading price of our Common Stock declines significantly from historical levels, it is possible that an additional impairment charge for tangible or intangible assets, including goodwill, may need to be recorded in the future, including as a result of the effects of factors outside our control on our business and operations. In addition, we may incur impairment charges related to certain assets as part of our strategic business initiatives, including cost control measures, or as a result of future acquisition or disposition activity.
Previous report
The value of our aircraft could also be impacted in future periods by changes in supply and demand for these aircraft, including as a result of the grounding of aircraft, which could adversely impact our business, prospects, results of operations and financial condition, and cause adverse impacts to us under the agreements governing our indebtedness obligations. See also “―The residual value of our owned aircraft may be less than estimated in our depreciation policies.”
Previous report
An impairment loss related to our tangible or intangible assets, including goodwill, could have a material adverse effect on our results of operations and financial condition. In addition, an impairment loss that is based on, among others, changes in business or market conditions impacting our forecasts, the weighted average cost of capital or the market price of our Common Stock, may adversely impact the perception of the Company held by stockholders, investors, members and customers, which in turn may adversely impact our business, prospects, results of operations, financial condition and the volatility and trading prices for our Common Stock. See Note 2, Summary of Significant Accounting Policies, Note 6, Goodwill and Intangible Assets, and Note 20, Subsequent Events in the Notes to Consolidated Financial Statements included in Part II, Item 8 “Financial Statements and Supplementary Data” in this Annual Report for additional information about impairment and non-cash, pre-tax impairment charges realized during the years ended December 31, 2023 and 2022 or that are expected to be recorded in the first quarter of 2025.
Previous report
Significant reliance on relatively few original equipment manufacturers of aircraft, engine and parts poses risks to our business and prospects.
Previous report
A substantial majority of our controlled aircraft fleet were manufactured by Bombardier Inc. (“Bombardier”), Embraer S.A. (“Embraer”) and Textron Inc. (“Textron”), and as part of our fleet modernization strategy, we intend to transition more heavily to Bombardier and Embraer jets while continuing to operate many Textron aircraft. We also rely, or expect to rely, on Honeywell, Pratt & Whitney and Rolls-Royce aircraft engines to power our controlled aircraft. We have negotiated preferred rates with certain OEMs and other third-party service providers for maintenance services, certain component repair services and to purchase and exchange parts. Parts and services from OEMs and other third-party service providers are subject to their product and workmanship warranties. If any of these OEMs or other third-party service providers fail to adequately fulfill their obligations towards us or experience interruptions or disruptions in production or provision of services due to, for example, bankruptcy, natural disasters, labor strikes or disruption of their supply chain, we may experience a significant delay in the delivery of, or fail to receive, previously ordered aircraft, engines and parts, which would adversely affect our revenue and results of operations and could jeopardize our ability to meet the demands of our program participants. Due to the limited number of OEMs and other third-party service providers that are qualified to service our aircraft or that produce parts available, we are also exposed to potential rising costs passed through by such parties. In addition, if we fail to meet our obligations or are otherwise in default under the contractual agreements with OEMs or other third-party service providers, our access to aircraft engines and parts may become limited and we may experience adverse consequences under the agreements governing our indebtedness, each of which could adversely impact our business, results of operations and financial condition. Although we could choose to operate aircraft of other manufacturers or increase our reliance on third-party operators, such a change would involve substantial expense to us and could disrupt our business activities.
Previous report
We lease a significant number of aircraft and other equipment used in our operations. In addition, we intend to strategically lease Embraer Phenom 300 series and Bombardier 300 series aircraft as part of our fleet modernization strategy. Our aircraft lease agreements generally have multi-year terms, may require us to cover all or a portion of the maintenance costs associated with the aircraft, and may contain provisions that require us to return aircraft airframes and engines to the lessor in a specified condition or pay an amount to the lessor based on the actual return condition of the equipment. These lease return costs are recorded in the period in which they are incurred. We estimate the cost of maintenance lease return obligations and accrue such costs over the remaining lease term when the expense is probable and can be reasonably estimated. Any unexpected increase in lease return costs, whether due to the condition of the aircraft or the availability and cost of any parts or equipment necessary to put the aircraft in the required return condition, may adversely impact our financial position and results of operations. In addition, any other costs or notice requirements associated with the termination or expiration of an aircraft lease may result in significant financial payments or limit our ability to strategically optimize our fleet, which may adversely impact our cost and fleet optimization initiatives.
Previous report
Our aircraft fleet requires regular maintenance work, which may cause operational disruption. If we are unable to perform timely maintenance and repairs to our aircraft, our aircraft may become unavailable for extended periods or otherwise underutilized, which could have an adverse impact on our business, results of operations and financial condition. On occasion, airframe or engine manufacturers and/or regulatory authorities require mandatory or recommended modifications to be made across a particular fleet, which may mean having to ground a particular type of aircraft for extended periods while maintenance is performed or parts become available to be installed. This may cause operational disruption to, and impose significant costs on, us. Furthermore, we frequently operate in remote locations where delivery of components and parts or transportation of maintenance personnel could take a significant period of time, which could result in delays in our ability to maintain and repair our aircraft. We often rely on commercial airlines to deliver such components and parts or transport maintenance personnel. Any such delays may pose a risk to our business, results of operations and financial condition. Moreover, our maintenance costs could potentially increase as our fleet ages or as we shift the types of aircraft that comprise our fleet as part of our fleet modernization strategy, and we may be unable to manage the composition of our fleet in a manner that reduces costs due to the availability and prices for replacement aircraft and parts.
Previous report
We perform certain maintenance activities internally and may be unsuccessful in balancing the mix of maintenance activities handled at our MRO facilities and by third parties, which could impact our relationships with key vendors and have an adverse effect on our future business and results of operations.
Previous report
Fuel is essential to the operation of our aircraft and to our ability to carry out our transport services. Fuel costs are a key component of our operating expenses. A significant increase in fuel costs may impact flight activity by our members and customers, and otherwise adversely impact our revenue, operating expenses and results of operations, including our margins. Pursuant to our agreements with members, members pay an indexed fuel surcharge that is applied when the cost of Jet A fuel, as published by the Argus U.S. Jet Fuel Index TM, is more than $2.00 per gallon, which is calculated based on estimated billable flight time. Given our contractual ability to pass on increased fuel costs, in whole or in part, to certain of our customers and mitigate the risk with others, we do not maintain hedging arrangements for the price of fuel. However, increased fuel surcharges may adversely affect our member retention, the demand for flight services, revenue and margins if a prolonged period of high fuel costs occurs. In addition, potential increased environmental regulations that might require alternative fuels (e.g., sustainable aviation fuel or electrical propulsion) could lead to increased costs. To the extent there is a significant increase in fuel costs that affects the costs of our flight operations or the amount our members and charter customers choose to fly with us, it may have a material adverse effect on our business, prospects, results of operations and financial condition.
Previous report
Aviation businesses are often affected by factors beyond their control including: air traffic and ground congestion at airports; airport capacity restrictions; air traffic control inefficiencies; increased and changing security measures; changing regulatory and governmental requirements; new or changing travel-related taxes; any of which could have a material adverse effect on our business, results of operations and financial condition.
Previous report
Climate change-related regulatory activity and developments that may require us to reduce our emissions, make capital investments to modernize or alter our aircraft fleet or certain aspects of our operations, purchase carbon offsets or sustainable aviation fuel, or otherwise pay for our emissions may increase our operating costs and divert management’s attention and resources, which may have an adverse effect on our business, prospects, results of operations and financial condition. In addition, we and other operators in the private aviation industry may be required in the future to make climate-related disclosures depending on operating jurisdictions and status as a publicly-traded company, which could negatively impact the perception of the private aviation industry in a manner that impacts demand or prompts additional regulation, and result in reputational harm for operators.
Previous report
We could incur significant costs to improve the climate resiliency of our infrastructure and otherwise prepare for, respond to and mitigate such physical effects of climate change on our operations. We are not able to accurately predict the materiality of any potential losses or costs associated with the physical effects of climate change.
Previous report
The operation of aircraft is subject to various risks, including catastrophic disasters, collisions, crashes and mechanical failures, which may result in personal injury, loss of life and/or damage to property and equipment. We, or other participants in the aviation industry, may experience accidents in the future. These risks could endanger the safety of, or the perception of safety by, our members and customers, our personnel, third-parties and result in the loss of aircraft, equipment, cargo and other property, as well as environmental damage. If any of these events were to occur, we could experience asset losses or a decline in the value of our assets, loss of revenue, termination of customer contracts, higher insurance rates, litigation, regulatory investigations and enforcement actions, including potential grounding of our fleet and suspension or revocation of our operating authorities, and damage to our reputation and customer relationships.
Previous report
To the extent an accident occurs with an aircraft we operate or charter, we could be held liable for resulting damages, which may involve claims from injured passengers, survivors of deceased passengers and property owners. There can be no assurance that the amount of our insurance coverage available in the event of such losses would be adequate to cover such losses, or that we would not be forced to bear substantial losses from such events, regardless of our insurance coverage. Moreover, any aircraft accident or other safety incident, even if fully insured, and whether involving us or other private aircraft operators, could create a public perception that we are less safe or reliable than other private aircraft operators, which could cause our members and customers to lose confidence in us, switch to other private aircraft operators or seek other means of transportation.
Previous report
We incur considerable and increasing costs to maintain the quality of our safety program, training programs and aircraft fleet. We cannot guarantee that our efforts will provide an adequate level of safety or an acceptable safety record. If we are unable to maintain an acceptable safety record, we may lose existing members and customers or be unable to attract new members and customers, which could have a material adverse effect on our business, prospects, results of operations and financial condition. Failure to comply with regulatory requirements related to the maintenance of our aircraft and associated operations may result in enforcement actions, including revocation or suspension of our operating authorities. The issuance of FAA or manufacturer directives restricting or prohibiting the use of any one or more of the aircraft types we operate could also have a material adverse effect on our business, prospects, results of operations and financial condition.
Previous report
Maintaining a good reputation globally is critical to our business. Our reputation or brand image could be adversely impacted by, among other things, any failure to maintain high ethical, social and environmental sustainability practices for all of our operations and activities, our impact on the environment, public pressure from investors or policy groups to change our policies, customer perceptions of our advertising campaigns, sponsorship arrangements or marketing programs, customer perceptions of our use of social media, or customer perceptions of statements made by us, our employees and officers, agents or other third-parties. In addition, we operate in a highly visible industry that has significant exposure to social media. Any change in public perception of the private aviation industry due to perceived adverse impacts on the environment and climate change may have an adverse impact on the demand for our offerings and services, and our reputation, which could adversely affect our business, prospects, results of operations and financial condition. Should we not respond in a timely and appropriate manner to address adverse publicity, our brand and reputation may be significantly harmed. Damage to our reputation or brand image or loss of customer confidence in our services could adversely affect our business and financial results, as well as require additional resources to rebuild or repair our reputation.
Previous report
If our efforts to continue to build our strong brand identity and improve member satisfaction and loyalty are not successful, we may not be able to attract or retain members and customers, and our operating results may be adversely affected.
Previous report
We must continue to build and maintain strong brand identity for our offerings and services. We believe that strong brand identity will continue to be important in attracting members and customers, as well as building loyalty to Wheels Up. If our efforts to promote and maintain our brand are not successful, our operating results and our ability to attract members and customers may be adversely affected. From time to time, our members and customers may express dissatisfaction with our offerings and service offerings, in part due to factors that could be outside of our control, such as the timing and availability of aircraft and service interruptions. To the extent dissatisfaction with our offerings and services is widespread or is not adequately addressed, our brand and ability to attract and retain members and customers may be adversely affected. With respect to our expansion into additional markets, if any, we will also need to establish our brand and to the extent we are not successful, our business in new markets would be adversely impacted.
Previous report
Any failure to offer high-quality customer support may harm our relationships with our members and customers, and could adversely affect our reputation, brand, business, prospects, results of operations and financial condition.
Previous report
We strive to elevate member and customer satisfaction through the experience provided by our team and representatives. The ease and reliability of our offerings, including our ability to provide high-quality customer support, is important to attract and retain members and customers. Members and customers depend on our teams to resolve any issues relating to their experience. Our ability to provide effective and timely support is largely dependent on our ability to attract and retain skilled employees who can support our members and customers, and facilitate prompt, satisfactory solutions. As we continue to grow our business and strive for operational excellence, we will face challenges related to providing quality support at an increased scale. Any failure to provide effective and prompt customer support, or a market perception that we do not maintain high-quality support, could adversely affect our reputation, brand, business, prospects, results of operations and financial condition.
Previous report
While we operate a significant portion of the flights for our members and customers, we also rely on our ability to source charter services for a portion of member and customer flight demand. The ability to source charter services from reliable third-party operators is also important to supporting guaranteed availability and recovery in the U.S., U.K. and Europe to members who purchase higher levels of Prepaid Blocks. We expect that our charter offerings will continue to be a significant part of our operating model. If any of our third-party operators do not fulfill their contracts and deliver their services on a timely basis, or at all, due to, among other factors, financial difficulty, staffing shortages, security events, damages to assets, natural conditions or disasters or other disruptions to their operations, we may be held responsible by our members and customers and suffer economic losses, as well as reputational harm.
Previous report
Several of these third-party operators provide significant capacity to us that we may be unable to promptly replace if that operator fails to perform its obligations to us. Due to aircraft supply constraints across the industry, we may be required to pay more for capacity with our third-party operators to service flights. The failure of any third-party operators to perform to our expectations could result in delayed or cancelled flights, or increased costs, refunds or service credits, and harm the applicable portion of our business and customer relationships. Any significant disruption to our operations as a result of problems with any of our third-party aircraft operators could have an adverse effect on our business, prospects, operations, results of operations and financial condition.
Previous report
In addition, incidents related to aircraft operation with respect to the portion of our business where we use third-party operators are generally covered by our third-party operators’ insurance. If our third-party aircraft operators’ insurance costs increase, such operators are likely to pass the increased costs to us, which could in turn cause us to increase the prices paid by our customers, adversely affect demand for our offerings and services, and harm our business or prospects.
Showing the first 40 of 102 passages. Open the source sections for the rest.
Reworded paragraphs (43)
Previous wording
We may not be able to successfully implement our growth strategies or realize the expected benefits of our member program changes and operational efficiency and cost reduction initiatives.
Current wording
We may not be able to successfully implement our growth strategies or realize the expected benefits of our strategic initiatives, including changes in our commercial offerings, operational efficiency and cost reduction actions, and our fleet modernization strategy.
Previous wording
Our growth strategies include, among other things, expanding our membership and charter offerings to meet the varying needs of private flyers and enhance our value proposition to a broader addressable market, expanding our operations in domestic and international markets, and gaining market share within the existing markets in which we compete by evolving our service offerings and attaining operational excellence. The timely achievement of our planned strategic business initiatives and financial goals is dependent on, among other things, our ability to continue executing on the foregoing actions and realize cost savings, refine our service offerings, leverage our first-of-its-kind partnership with Delta, progress our fleet modernization strategy and optimize our asset base, achieve operational excellence and develop our technology and infrastructure to support our operations. Our efforts to implement our growth and strategic business initiatives while elevating the experiences of our members and customers are also subject to various risks outside of our control, which may adversely impact our business, results of operations and financial condition. We may not be successful in implementing these initiatives or may fail to realize the expected benefits on the timelines that we anticipate, which may adversely impact our business, prospects, results of operations and financial condition. In addition, any assumptions underlying estimates of growth, expected cost savings, revenues, or operational or profitability goals may turn out to be inaccurate and the timing of such results may not be predicable with certainty.
Current wording
To timely achieve our business and financial goals, we must, among other things, grow our service offerings and customer base to continue competing effectively, realize efficiencies and cost savings, leverage our first-of-its-kind partnership with Delta, progress our fleet modernization strategy, optimize our asset utilization and operations, and develop our technology and infrastructure to support our operations. We may not be successful in implementing these initiatives or fail to realize the expected benefits on the timelines that we anticipate, including due to factors outside of our control, which may adversely affect our business, results of operations and financial condition.
Previous wording
This strategy is expected to be capital intensive and will require significant internal and external resources to achieve. During the period of transition, we may experience variability in, or adverse impacts to, our business and operating results, financial performance, asset base and liquidity, due to, among other things, changes in the market for purchases and sales of aircraft, increased costs associated with such strategy, the incurrence of additional indebtedness to finance the acquisition of assets or businesses, difficulty in hiring new or re-training pilots, operations and maintenance personnel to adequately support our aircraft fleets and our ability to timely scale and grow our service offerings alongside changes in our aircraft fleet. In addition, we may be unable to execute our current fleet modernization plan on the timeline that we currently anticipate, or at all, or may fail to realize the expected benefits from such strategy, which may adversely impact our business, prospects, results of operations and financial condition, or frustrate our ability to achieve our financial goals.
Current wording
Our current fleet modernization strategy has been and will continue to be capital and resource intensive for its duration due to the scale of the transformation. During the period of transition, we may experience variability in, or adverse effects to, our assets, business, results of operations and financial condition due to, among other things, changes in the market for purchases, leases and sales of aircraft, costs associated with such strategy, including to hire or re-train qualified personnel, incurring additional debt to finance aircraft acquisitions and our ability to timely tailor our service offerings alongside changes in our aircraft fleet. In addition, we may not execute our current fleet modernization plan on the timeline that we currently anticipate or may fail to realize the expected benefits from such strategy, which may adversely affect our business, results of operations and financial condition.
Previous wording
We periodically evaluate strategic transactions involving our business, including acquisitions, divestitures, joint ventures, mergers and similar transactions, which involve risk and may adversely affect our ability to execute our strategic business initiatives or achieve our financial goals.
Current wording
We frequently evaluate strategic transactions involving our business, which involve risk and may adversely affect our ability to execute our strategic business initiatives or achieve our financial goals.
Previous wording
We frequently consider opportunities to acquire or merge with other entities, or acquire assets, products or technologies that may enhance our service offerings or operations, expand the breadth of our markets or customer base, advance our strategic business initiatives, help us achieve our financial goals or otherwise improve the long-term performance or value of the Company. We also evaluate divestitures, joint ventures and other strategic transactions in furtherance of these goals. Any such transaction could be material to our business, results of operations and financial condition, involve substantial execution risk and result in the payment or receipt of different types of consideration, such as cash, the issuance of additional dilutive equity securities or the assumption or issuance of indebtedness. If we elect to pursue any strategic transaction, our ability to successfully implement and realize benefits from such transaction would depend on a variety of factors, including the requirement to obtain third-party consents from our lenders, regulators or other constituencies, or the imposition of additional restrictive agreements or covenants that limit our operating flexibility or the ability to enter into future strategic transactions. As a result of the risks inherent in such transactions, we cannot guarantee that any future transaction will be completed or integrated successfully, or that it will ultimately result in the realization of our anticipated benefits. Such transactions, including the timing thereof, may also have a material adverse impact on our business, prospects, results of operations and financial condition.
Current wording
We frequently consider opportunities to acquire other assets, businesses, products or technologies, divest assets or businesses, and enter into other strategic transactions to advance our business initiatives, enhance our service offerings and operations, help us achieve our financial goals or otherwise improve our long-term performance and value. Any such transaction could be material to us and involve substantial execution risk, contingent consideration, issuances of dilutive securities or the assumption or incurrence of debt. If we pursue any strategic transaction, our ability to successfully implement and realize the benefits from such transaction would depend on many factors, including with respect to, among others, our lenders, other capital sources, contractual restrictions and regulators. We cannot guarantee that any future transaction will be completed or integrated successfully, or that it will result in the anticipated benefits, which may adversely affect our business, results of operations and financial condition.
Previous wording
The operation of aircraft is subject to various risks, and our failure, or the failure of the aviation industry, to maintain an acceptable safety record may have an adverse impact on our ability to obtain and retain members and customers.
Current wording
The operation of aircraft is subject to risks, and our failure, or the failure of the aviation industry, to maintain an acceptable safety record may adversely affect our business, results of operations and financial condition.
Previous wording
Certain aircraft models that we operate have experienced accidents while operated by third parties. If other operators experience accidents with aircraft models that we operate, obligating us to take such aircraft out of service until the cause of the accident is determined and rectified, we may lose revenues and customers. It is also possible that the FAA or other regulatory bodies in another country could ground a model of aircraft that we fly and restrict it from flying in their airspace. In addition, safety issues experienced by a particular model of aircraft could negatively affect the public’s view of industry safety, result in customers refusing to use that particular aircraft model or prompt a regulatory body to ground that particular aircraft model. The value of the aircraft model might also be permanently reduced in the secondary market if the model were to be considered less desirable for future service, which may adversely impact our ability to comply with certain covenants under the agreements governing our indebtedness or require us to post additional collateral to comply with such covenants. Such accidents or safety issues related to aircraft models that we operate could have a material adverse effect on our business, results of operations and financial condition.
Current wording
The operation of aircraft is subject to risks, including catastrophic disasters, crashes and mechanical failures, which may result in personal injury, loss of life and environmental and property damage. We cannot guarantee that our safety and training programs will prevent future accidents or provide an adequate level of safety to support an acceptable safety record. Any accident involving the aircraft models that we operate could obligate us to take those aircraft out of service until the cause of the accident is determined and rectified. It is also possible that the FAA or other regulatory bodies in another country could ground a model of aircraft that we fly and restrict it from flying in their airspace. Safety issues experienced by a particular aircraft model could negatively affect the public’s view of industry safety, result in members and customers refusing to use that particular aircraft model or prompt a regulatory body to ground that model. If any of these events occur, our compliance costs could increase, we could experience losses from, among other things, the termination of member and customer relationships, reputational damage, higher insurance rates, passenger litigation, survivors and property owners involved in any incident, regulatory investigations and enforcement actions, potential grounding of our fleet and/or suspension or revocation of our operating authorities. In addition, the value of the aircraft model might also be diminished in the secondary market if it is considered less desirable for future service, which may adversely affect our compliance with certain debt covenants or require us to post additional collateral to comply with such covenants.
Previous wording
Like other aviation companies, our business is affected by factors beyond our control, including air traffic and ground congestion at airports, airport capacity restrictions, air traffic control inefficiencies and staffing shortages, increased and changing security measures, changing regulatory and governmental requirements, and new or changing travel-related taxes. Factors that cause flight delays frustrate passengers, increase operating costs and decrease revenues, which in turn could adversely affect demand for our offerings and services and our margins. Any general reduction in flight volumes could have a material adverse effect on our business, results of operations and financial condition.
Current wording
Like other aviation companies, our business is affected by factors beyond our control, including air traffic and ground congestion at airports, airport closures, air traffic control inefficiencies and air traffic re-routing, staffing shortages, including as a result of government shutdowns or funding changes, security-related issues, changing governmental, legal, regulatory and security requirements, and new or changing travel-related tariffs, trade policies and taxes. These factors may restrict our ability to service certain locales, cause flight delays, frustrate passengers and increase operating costs, which in turn could adversely affect demand for services and our margins.
Previous wording
In the U.S., the federal government singularly controls all U.S. airspace, and aviation operators are completely dependent on the FAA to operate that airspace in a safe, efficient and affordable manner. The expansion of our business into international markets involves a greater degree of interaction with the regulatory authorities of the foreign countries in which we may operate. The air traffic control system, which in the U.S. is operated by the FAA, faces challenges in managing the growing demand for U.S. air travel and attracting air traffic controllers. U.S. and foreign air-traffic controllers rely on outdated technologies that routinely overwhelm the system and compel aviation operators to fly inefficient, indirect routes resulting in delays and increased operational cost. Unexpected technical system outages have occurred in the past and have resulted in the temporary grounding of all domestic commercial air traffic for periods, which adversely impacted airlines and private aviation industry operators during the duration of the outage. There have also been recent instances where understaffing of certain U.S. and foreign air traffic control systems have led to flight delays and cancellations and resulted in significant costs to aviation operators. These instances are capable of repetition and may harm our business and results of operations in the future. In addition, future changes to U.S. or international air traffic control systems or protocols could lead to increased costs, legal issues or operational inefficiencies, in each case which adversely impact our business and results of operations.
Current wording
In the U.S., the federal government singularly controls all U.S. airspace. The expansion of our aircraft operations into international markets would involve a greater interaction with the regulatory authorities of the foreign countries in which we may operate. Inefficiencies in air-traffic control systems frequently compel aviation operators to fly inefficient, indirect routes resulting in delays and increased operational cost. Unexpected technical system outages have occurred in the past and have resulted in the temporary grounding of commercial air traffic for periods, which adversely affected, among others, private aviation industry operators during the duration of the outage. Understaffing of certain U.S. and foreign air traffic control systems have led to flight delays and cancellations and resulted in additional costs for aviation operators. In addition, changes to U.S. or international air traffic control systems or protocols could lead to increased costs, legal issues or operational inefficiencies. Each of the foregoing instances could adversely affect our business, results of operations and financial condition.
Previous wording
Extreme weather, natural disasters and other adverse events could have a material adverse effect on our business, results of operations and financial condition.
Current wording
Extreme weather, natural disasters and other adverse events could have an adverse effect on our business, results of operations and financial condition.
Previous wording
Adverse weather conditions and natural disasters, such as pervasive thunderstorms, hurricanes, winter snowstorms, fog, mist, sea-level rise, wildfires or earthquakes, can cause flight cancellations or significant delays and result in significant operational impacts, loss of revenue, decreased demand for our offerings and services, and reputational harm. In addition, certain airports that we frequently utilize and certain of our facilities are in locations susceptible to the impacts of storm-related flooding, sea-level rise and other climate-related events, which could result in increased costs and loss of revenue in those locations. We frequently fly to small or non-primary airports without a commercial airline presence, which may not maintain the level of preparedness to continue operations during such events. In addition, we must plan our operations around larger weather patterns or wildfires that may render vast territories inaccessible for extended periods or at peak demand times. Cancellations or delays due to adverse weather conditions or natural disasters, air traffic control problems or inefficiencies, breaches in security or other factors may adversely affect our flight volumes, and therefore, could have a material adverse effect on our business, results of operations and financial condition to a greater degree than other air carriers.
Current wording
Adverse weather conditions and natural disasters, pervasive thunderstorms, hurricanes, snowstorms, fog, mist, sea-level rise, wildfires or earthquakes can cause flight delays or cancellations or other operational impacts, loss of revenue, decreased demand for our services and reputational harm to us. We frequently fly to small or non-primary airports without a commercial airline presence, which may not maintain the level of preparedness to continue operations during such events. In addition, we must plan our operations around adverse weather conditions and natural disasters that may render large areas inaccessible for extended periods or at peak demand times. Delays or cancellations of flights due to adverse weather conditions or natural disasters, or related air traffic control issues or inefficiencies, may adversely affect our business, results of operations and financial condition.
Previous wording
Terrorist activities, geopolitical hostilities or other security events may adversely impact our business, results of operations and financial condition.
Current wording
Terrorist activities, geopolitical hostilities or other security events may adversely affect our business, results of operations and financial condition.
Previous wording
Terrorist activities, geopolitical hostilities or other security events, or the fear or threat of these events, have adversely impacted the aviation business in general and may adversely impact our business, results of operations and financial condition. These events, or the fear or threat of any of these events, could cause flight delays and disruptions or the imposition of certain travel restrictions, discourage members and customers from flying and decrease member and customer purchases. In addition, such events, even if not made directly on or involving air travel, may result in more financial resources and time being devoted to compliance with new regulations or heightened safety and security procedures that do not currently apply, or generally reduce the demand for private aviation services. We cannot provide any assurance that these events will not harm the aviation industry generally or our business, prospects, results of operations and financial condition, in particular.
Current wording
Terrorist activities, geopolitical hostilities or other security events, or the fear or threat of those events, have historically adversely affected the aviation business in general. These events could cause flight delays and disruptions, result in travel restrictions, discourage members and customers from flying and decrease purchases of Membership Funds. In addition, such events, even if not directly involving air travel, may require us to devote more financial resources and time to compliance with new regulations or heightened safety and security procedures, or generally reduce the demand for private aviation services. We cannot provide any assurance that these events will not harm the aviation industry generally or our business, results of operations and financial condition.
Previous wording
Significant increases in fuel costs could have a material adverse effect on our business, results of operations and financial condition.
Current wording
Increases in fuel costs could adversely affect our business, results of operations and financial condition.
Previous wording
We operate MRO facilities and strategically shift certain maintenance and repair activities between our MRO facilities and those of third parties. The availability of third-party maintenance and repair services is finite and geographically dispersed throughout North America. Any increase in the amount of maintenance or repair work that we perform at our MRO facilities could adversely affect our relationships with third parties that have historically provided MRO services to us, and from whom we expect to continue to require maintenance and other services that are in high demand. We may be unsuccessful in balancing the mix of maintenance activities handled at our MRO facilities and by third parties, or be unable to expand our MRO activities commensurate with demand as we execute our fleet modernization strategy, which could have an adverse effect on our future business and results of operations. In addition, performing such services in-house internalizes the risks and potential liability for the performance of such services. If maintenance or repair services are not performed properly, this may lead to significant damage to aircraft, injury or loss of life, adverse publicity and legal claims against us, each of which could have an adverse impact on our business, prospects, results of operations and financial condition.
Current wording
Risks Relating to Our Relationships with Third Parties
Previous wording
Our reliance upon third parties to provide essential services that enable us to operate may limit our ability to control the efficiency and timeliness of such services, and in turn, experience disruptions or delays in our operations. We have entered into agreements with OEMs and third-party service providers for access to various facilities and the provision of products and services required for our operations, including aircraft maintenance, ground facilities and IT services, and expect to enter into additional similar agreements in the future. Our agreements with such third-party service providers are generally subject to termination after notice or a stated period. If our third-party service providers terminate their contracts with us or do not provide timely or consistently high-quality service, we may not be able to replace them in a cost-efficient manner or in a manner timely enough to support our operational needs, which could have a material adverse effect on our business, results of operations and financial condition. We may also experience increased costs if we determine it is in our best interests to change from maintenance programs facilitated through OEMs to other third-party service providers, or vice versa.
Current wording
We also rely on third-party service providers for essential elements of our operations and corporate activities, including IT services. Our agreements with such third-party providers are generally subject to termination after notice or a stated period. If our third-party service providers terminate their contracts with us or do not provide timely or consistent service, we may not be able to replace them in a timely, cost-efficient manner to support our operational needs, which could have adversely impact our business, results of operations and financial condition.
Previous wording
If third-party operators that we rely on to provide certain flights to our members and charter customers do not perform adequately or terminate their relationships with us, our costs may increase and our business, prospects, operations, results of operations and financial condition could be adversely affected.
Current wording
If third-party operators that we rely on to provide certain flights to our members and charter customers do not perform adequately or unexpectedly terminate their relationships with us, our costs may increase and our business, operations, results of operations and financial condition could be adversely affected.
Previous wording
We and certain of our competitors have established, or have attempted to establish, cooperative or strategic relationships with third-party aircraft operators. During times of high demand and limited aircraft supply, there is significant competition for the services of third-party aircraft operators. In the past, we have provided minimum flight guarantees, prepayments and deposits to third-party aircraft operators to secure their services. If we are unable to add new or replacement operators over time, or otherwise source the requisite number of aircraft to service our flight demand on terms favorable to us, our business, prospects, results of operations and financial condition could be adversely affected by significant capital or operating expenditures as we seek alternatives. In addition, if a third-party aircraft operator fails to perform or wrongfully terminates its relationship with us under any contractual arrangement, we may take legal action to recover any prepayments or deposits, or the benefit of our bargain under such arrangements, which may not be successful, require significant financial resources and result in losses.
Current wording
In the past, we have provided minimum flight guarantees, prepayments and deposits to third-party aircraft operators to secure their services during times of high demand and limited aircraft supply. If we are unable to add new or replace third-party operators over time, or otherwise source the requisite number of aircraft to service our flight demand on terms favorable to us, our business, results of operations and financial condition could be adversely affected by, among other things, higher than expected capital or operating expenditures as we seek alternatives or costs to recover any prepayments or deposits made to such operators to secure their services.
Previous wording
We rely on third parties maintaining open marketplaces to distribute our mobile and web applications and to provide the software we use in certain of our offerings and services, including the provision of the flight management system we utilize. If such third parties interfere with the distribution of our service offerings, with our use of such software, or with the interoperability of our platform with such software, our business would be adversely affected.
Current wording
We rely on third parties maintaining open marketplaces to distribute our mobile and web applications and flight management system, the disruption of which could adversely affect our business, results of operations and financial condition.
Previous wording
We rely upon certain third-party software and integrations with certain third-party applications to provide our mobile and web-based applications and our service offerings. As our offerings expand and evolve, we may use additional third-party software or have an increasing number of integrations with other third-party applications, software, products and services. Third-party applications, software, products and services are constantly evolving, and we may not be able to maintain or modify our platform, including our mobile and web-based applications and UP FMS, to ensure its compatibility with third-party offerings following development changes. Moreover, some of our competitors or technology partners may take actions which disrupt the interoperability of our offerings with their own products or services, or exert strong business influence on our ability to, and the terms on which we, operate our platform and provide our service offerings to members and customers.
Current wording
We rely on third parties to maintain open marketplaces for downloads of our mobile applications. There can be no assurance that the marketplaces through which we distribute our applications will maintain their current structures or will not increase costs to list our applications for download. We may not be able to maintain or modify our platform, including our mobile and web-based applications and UP FMS, to ensure its compatibility with third-party offerings following development changes. Moreover, some of our competitors or technology partners may take actions that disrupt the interoperability of our offerings with their own products or services, or exert strong business influence on our ability to operate our platform and provide our service offerings to members and customers.
Previous wording
In addition, if any of our third-party providers cease to provide access to the third-party software we use, do not provide access to such software on terms that we believe to be attractive or reasonable, do not provide us with the most current version of such software, modify their products, standards or terms of use in a manner that degrades the functionality or performance of our platform or is otherwise unsatisfactory to us or gives preferential treatment to competitive products or services, we may be required to seek comparable software from other sources, which may be more expensive or inferior, or may not be available at all. In addition, faulty updates provided by certain third-party software providers may interrupt other software applications or lead to system outages, which could result in significant operational delays or stoppages, or require significant expenditures and time to remediate. Any of these events, and downstream harm or damage to our operations, could adversely affect our business, results of operations and financial condition.
Current wording
In addition, if any open marketplaces or our third-party providers of applications, software, products and services on which we may rely cease to provide access or alter their terms in a manner in which we believe to be unattractive or unreasonable, do not provide us with the most current version of such software, modify their products, standards or terms of use in a manner that degrades the functionality or performance of our platform, or gives preferential treatment to competitive products or services, we may be required to seek alternatives, which may be more expensive, inferior or unavailable. Any of these events, and downstream harm to our operations, could adversely affect our business, results of operations and financial condition.
Previous wording
Our business is labor intensive and while our employees, particularly our pilots, maintenance and operations personnel, are not currently represented by labor unions, we may, in the future, experience union organizing activities of our pilots, maintenance or operations personnel, or other crewmembers. In such cases, we would likely be required to negotiate in good faith with the group’s certified representative concerning a collective bargaining agreement, which may result in significant disruptions and adverse public attention. Such union organization activities could lead to work slowdowns or stoppages, which would be disruptive to our operations and could harm our business. In addition, union activity could result in demands that may increase our operating expenses and adversely affect our business, results of operations, financial condition and competitive position.
Current wording
As of the date of this Annual Report, our pilots, maintenance and operations personnel are not represented by labor unions. If, in the future, our employees engage in union organizing activity, we may be required to negotiate a collective bargaining agreement in good faith, experience work slowdowns or stoppages, receive adverse public attention and experience additional business complications, each of which could increase our operating expenses and adversely affect our business, results of operations, financial condition and competitive position.
Previous wording
We have a history of net losses and have not consistently generated positive cash flow from operations, including during years ended December 31, 2024, 2023 and 2022. Given the significant operating and capital expenditures associated with our strategic business initiatives and financial goals, we anticipate continued variability in our net losses during the period of transition. If we do achieve profitability, we cannot be certain that we will be able to sustain or increase such profitability, which may require, among other things, broadening and stabilizing our sources of revenue, improving our margins, strategically controlling expenses and timely addressing changes in market dynamics. Accomplishing these objectives may require actions to optimize our asset base, make significant capital expenditures, including with respect to our fleet modernization strategy, enter into new markets, exit existing lines of business or implement additional changes to our member programs or charter offerings. There can be no assurance that we will be able to achieve these objectives, that the timing of any achievement will align with our predictions or that there will not be variability in our financial results during periods of transition. If we cannot achieve and sustain profitability or raise additional capital, our business could be materially and adversely affected, as we may not have sufficient liquidity or be able to meet our contractual obligations, including those arising under operating leases, debt obligations and obligations to customers to provide future services for which we have already received deferred revenue.
Current wording
We have a history of net losses and negative cash flows from operations, and anticipate continued variability in our net losses and cash flows during our multi-year business transformation. If we achieve profitability, we may not be able to sustain or increase such profitability. As a result, we may take action to stabilize our revenue sources, improve our margins, reduce costs or realize efficiencies and address changes in market dynamics. The timing of any achievement of our business and financial goals may not align with our predictions or occur at all. If we cannot achieve and sustain profitability and positive cash flow or raise additional capital, our business could be adversely affected, we may not have sufficient liquidity, and we may not be able to meet our contractual obligations, including under aircraft operating leases, debt obligations and deferred revenue arrangements with members and customers. In addition, any assumptions underlying estimates of growth, expected cost savings, revenues, or operational or profitability goals may turn out to be inaccurate and the timing of such results may not be predicable with certainty.
Previous wording
Certain of the covenants in our financing agreements are subject to important exceptions, qualifications and cure rights, including, under limited circumstances, the requirement to provide additional collateral or prepay or redeem certain obligations and the ability to delay payments of interest and principal for limited periods of time. In addition, certain of our debt obligations are cross-collateralized, such that an event of default or acceleration of indebtedness under one agreement could result in an event of default under other financing agreements. If we fail to comply with such covenants, if any other events of default occur for which no amendment, consent or waiver is timely obtained, or if we are unable to timely refinance the debt obligations subject to such covenants or take other mitigating actions, the holders of our indebtedness could, among other things, declare all outstanding amounts and any premiums or penalties immediately due and payable and, subject to the terms of relevant financing agreements, repossess or foreclose on collateral, including our aircraft and other assets that are pledged as collateral under the
Current wording
Certain covenants and events of default in our debt agreements are subject to important exceptions, qualifications and cure rights. In addition, certain of our debt obligations are cross-collateralized, such that an event of default or acceleration of debt under one agreement will result in an event of default under other debt agreements. If we fail to comply with such covenants, experience events of default for which no cure, amendment, consent or waiver is timely obtained, or do not timely refinance the debt obligations subject to such covenants or take other mitigating actions, the holders of our debt could, among other things, declare all amounts, premiums and penalties immediately due and payable and, subject to applicable terms, repossess or foreclose on collateral, including our aircraft, other assets and subsidiary equity interests that are pledged as collateral under certain debt agreements. Any default, event of default, acceleration of debt, actions to repossess or foreclose on collateral, credit downgrade or failure to obtain additional financing on terms we deem attractive, or at all, could have an adverse effect on our business, results of operations and financial condition. See Part II, Item 7A “Quantitative and Qualitative Disclosures about Market Risk” in this Annual Report for information about interest rate risk.
Previous wording
Our ability to obtain additional financing or refinance our existing debt obligations in the future on terms we deem attractive or access the capital markets may be limited.
Current wording
Our ability to obtain additional financing, refinance our existing debt obligations in the future on terms we deem attractive or access the capital markets may be limited.
Previous wording
Our operations are capital intensive, and we require sufficient liquidity levels for our operations and strategic growth plans, including our fleet modernization strategy. We have significant debt obligations and may seek to incur additional indebtedness in the future to fund working capital requirements, debt service obligations, acquisitions of assets or businesses, capital expenditures and other strategic initiatives. Numerous factors may affect our ability to obtain additional financing, refinance existing debt obligations or access the capital markets in the future on terms attractive to us, including our financial performance, operating cash flows, asset base, liquidity, the timing of capital requirements or strategic initiatives, limited public float and market for our equity securities, credit status and any credit ratings then assigned to us, market conditions in the private aviation industry, general economic conditions and conditions in the capital markets generally, and the availability of our assets as collateral for future financings. Our ability to incur additional indebtedness and issue any equity or equity-linked securities without obtaining the consent of third parties is limited under the documents governing the Revolving Equipment Notes, Credit Agreement and Investor Rights Agreement. We can provide no assurance that external financing will be available to us in the future on terms that we deem attractive, or at all, to fund the capital needs of our business. If we are unable to source additional financing on terms we deem attractive, or at all, our business, results of operations and financial condition could be materially adversely affected, and we may be unable to execute our strategic goals.
Current wording
We require sufficient liquidity levels for our operations and strategic business initiatives, including our multi-year business transformation and fleet modernization strategy. We have existing debt obligations and may seek to incur additional debt or other arrangements in the future to fund working capital requirements, other debt service obligations, strategic transactions, capital expenditures and strategic initiatives. Factors that may affect our ability to obtain additional financing, refinance existing debt obligations or access the capital markets on terms attractive to us include: our financial performance, operating cash flows and liquidity; the timing of capital requirements or strategic initiatives; changes in the market for our equity securities and conditions in the capital markets generally; credit status or credit ratings; market conditions in the private aviation industry; general economic conditions and geopolitical events; and the ability to use our assets as collateral for future financings, refinancings or sale-leaseback transactions. We may also be required to seek the consent of third parties under the agreements governing our existing indebtedness and the Investor Rights Agreement for any new financing, refinancing or capital markets activity. External financing may not be available to us in the future on terms that we deem attractive, or at all, to fund the capital needs of our business. Any inability to source additional financing on terms we deem attractive, or at all, could adversely affect our business, results of operations and financial condition, and our ability to execute our strategic goals.
Previous wording
We may never realize the full value of our tangible and intangible assets, including goodwill or our long-lived assets, which has caused us to, and may cause us in the future to, record impairments that may materially adversely affect our results of operations and financial condition.
Current wording
We may never realize the full value of our assets, including goodwill or our long-lived assets, which may cause us to record impairments that may adversely affect our results of operations and financial condition.
Previous wording
As of December 31, 2024, we had $348.3 million of property and equipment and related assets, net of accumulated depreciation, of which $297.1 million relates to our owned aircraft. In accounting for these long-lived assets, we make estimates about the expected useful lives of the assets, the expected residual values of certain of these assets and the potential for impairment based on the fair value of the assets and the cash flows they generate. Factors indicating potential impairment include, but are not limited to, significant decreases in the market value of the long-lived assets, a significant change in the condition of the long-lived assets or our use of such assets and operating cash flow losses associated with the use of the long-lived assets. If the estimated residual value of any of our aircraft types is determined to be lower than the residual value assumptions used in our depreciation policies, the applicable aircraft type in our fleet may be impaired and may result in a material reduction in the book value of such aircraft types or we may need to prospectively modify our depreciation policies. An impairment on any of the aircraft types we operate or an increased level of depreciation expense resulting from a change to our depreciation policies could result in a material adverse impact to our financial results. Similarly, any factor that may cause an impairment on any of the aircraft types we operate may result in lower appraised values for such aircraft, which in turn could cause adverse impacts to us under the agreements governing our indebtedness obligations.
Current wording
As of December 31, 2025, $185.1 million of our property and equipment, net of accumulated depreciation, was attributable to our owned aircraft. Significant decreases in the market value of our long-lived assets, the condition of those long-lived assets or our use of such assets, operating cash flows associated with the use of our long-lived assets, changes in supply and demand for the aircraft types we operate or strategic business initiatives that result in the retirement of certain aircraft, can each give rise to an impairment charge if the estimated residual value of affected asset is determined to be lower than the residual value assumptions used in our depreciation policies. An impairment charge related to any of the aircraft models that we operate or an increased level of depreciation expense resulting from a change to our depreciation policies could result in an adverse impact on our results of operations and financial condition. Similarly, any factor that results in an impairment charge for any of the aircraft models we operate could lead to lower appraised values for such aircraft, the magnitude of which may increase as we concentrate our controlled fleet to two primary aircraft types, which in turn could adversely affect covenant compliance under certain of our debt agreements and increase the difficulty of refinancing or securing additional financing secured by those assets.
Previous wording
We may incur substantial costs in connection with our leased aircraft, including for return obligations.
Current wording
We may incur substantial costs related our leased aircraft, including for return obligations.
Previous wording
Insurance costs have risen in recent years and our insurance may become too difficult or expensive to obtain. Any inability to maintain sufficient insurance coverage may materially and adversely impact our business, prospects, financial position and results of operations.
Current wording
Any inability to maintain sufficient insurance coverage on terms we deem attractive may adversely affect our business, financial position and results of operations.
Previous wording
Hazards are inherent in the aviation industry and may result in personal injury, loss of life and property damage, potentially exposing us to substantial liability claims arising from the operation of aircraft. We carry insurance for aviation hull, aviation liability, premises, hangarkeepers, product, war risk, general liability, workers compensation, directors and officers liability, certain cyber risks and other insurance customary in the industry in which we operate. The number of incidents producing insurance claims, as well as the number of insured losses within the aviation and aerospace industries, and the impact of general economic conditions on underwriters may result in increases in premiums above the rate of inflation. To the extent that our existing insurance carriers are unable or unwilling to provide us with sufficient insurance coverage, and if insurance coverage is not available from another source, our insurance costs may increase and may result in our being in breach of regulatory requirements or contractual arrangements requiring that specific insurance be maintained, which may have a material adverse effect on our business, prospects, results of operations and financial condition. There can be no assurance that underwriters of our insurance have established adequate reserves to fund existing and future claims, which may also adversely impact us.
Current wording
We carry insurance that we believe are customary in the private aviation industry, including, but not limited to, aviation hull, aviation liability, premises, hangarkeepers, product, war risk, general liability, workers compensation, directors and officers liability and cybersecurity. If our insurance carriers are unable or unwilling to provide us with sufficient coverage on terms we deem attractive, including due to losses within the aviation industry and the impact of general economic conditions, and if insurance coverage is not available from another source, our insurance costs may increase or result in a breach of regulatory requirements or contractual arrangements requiring that specific insurance be maintained, each of which may adversely affect our business, results of operations and financial condition. There can be no assurance that our insurance underwriters will be able to fund existing and future claims, which may also adversely affect us. We may also decide to self-insure or increase our retention under insurance policies, which could result in larger or more frequent losses. In addition, if our third-party aircraft operators’ insurance costs increase, they will likely pass on the increased costs to us, which in turn could increase the prices we charge to our customers, adversely affect demand for our services and harm our business.
Previous wording
We are subject to significant governmental regulation and changes in government regulations imposing additional requirements and restrictions on our operations could increase our operating costs and result in service delays and disruptions.
Current wording
Any changes in federal, state, local and foreign laws, regulations and ordinances, including any that impose additional requirements and restrictions on our operations, could increase our compliance and operating costs and result in service delays and disruptions.
Previous wording
We are subject to increasingly stringent federal, state, local and foreign laws, regulations and ordinances relating to, among other things, the protection of the environment and noise, including those relating to emissions to the air and the use, management, disposal and release of, and exposure to, hazardous substances, oils and waste materials. We are or may be subject to new or proposed laws and regulations that may have a direct effect, or indirect effect through our third-party specialists or airport facilities at which we operate, on our operations, including related to the environment, climate change and related reporting. Any such existing, new or potential laws and regulations could have an adverse impact on our business, results of operations and financial condition.
Current wording
In addition to existing laws, regulations and ordinances, including the foregoing, we are or may in the future be subject to new or proposed laws and regulations that may affect us directly or indirectly, including through our members and customers, third parties on which we rely or in the areas in which we operate. Any such existing, new or potential laws, regulations and ordinances could increase our compliance and operating costs, require management to devote more time and resources to compliance, operations or remediation actions, and have an adverse effect on our business, results of operations, financial condition and reputation.
Previous wording
Our obligations in connection with our contractual agreements, including operating leases and debt financing obligations, could impair our liquidity and thereby harm our business, results of operations and financial condition.
Current wording
Any inability to satisfy the terms of our contractual agreements, including operating leases and debt financing obligations, could adversely affect our business, results of operations and financial condition.
Previous wording
Our ability to timely pay our contractual obligations as they come due, including under our operating leases, the Revolving Equipment Notes, the Term Loan and the Revolving Credit Facility (as each term is defined in Note 8, Long-Term Debt in the Notes to Consolidated Financial Statements included in Part II, Item 8 “Financial Statements and Supplementary Data” in this Annual Report), or to perform our obligation to provide future services for which we have already received deferred revenue from our members and customers, will depend on, among other things, our run-rate results of operations, cash flow, liquidity and ability to obtain additional financing in the future. We can provide no assurance that our operations will generate sufficient cash flow to make any required cash payments as they come due, including payments under any existing or future debt obligations or to fund our working capital needs, or that we will be able to obtain additional financing in the future to fund our operations and pursuit of our strategic business initiatives. Any inability to satisfy our contractual obligations as they come due, including any refinancing of our debt obligations on terms we deem attractive, or at all, and maintain sufficient levels of working capital could have a material adverse effect on our business, prospects, results of operations and financial condition, or require the Company to seek strategic alternatives that may not be favorable to stockholders, including under bankruptcy or insolvency laws.
Current wording
Our ability to timely pay or perform our contractual obligations as they come due will depend on, among other things, our future run-rate results of operations, cash flows and financial condition and available financing options. We may not have sufficient available liquidity, our operations may not generate sufficient cash flow to make required payments as they come due and we may not be able to obtain additional financing in the future to fund our operations and pursue our strategic business initiatives. Any inability to pay, perform or satisfy our contractual obligations as they come due for any reason and maintain sufficient levels of working capital could have an adverse effect on our business, results of operations and financial condition, or require the Company to seek strategic alternatives that may not be favorable to stockholders, including under bankruptcy or insolvency laws.
Previous wording
Delta may have the right to terminate its commercial agreements with us.
Current wording
Delta may have the right to terminate its commercial agreements with us under certain circumstances.
Previous wording
Our first-of-its-kind partnership with Delta is governed by the long-term CCA and other agreements contemplated thereby, the primary goals of which are to enhance our offerings and services, provide our members and customers with unique Delta benefits and the ability to access private aviation services and premium commercial travel across our respective platforms, join in certain marketing, communications and sales efforts, and expand other initiatives related to the facilitation of their respective businesses. We believe that our partnership with Delta is an important aspect of the value proposition for current and prospective members and customers. If we are not able to perform under our commercial agreements with Delta, Delta will have the right to terminate the CCA and the other commercial agreements under certain circumstances, which would have a material adverse effect on our business, prospects, results of operations and financial condition. In addition, any amendment or modification of the CCA or additional commercial agreements with Delta would require the consent of certain stockholders under the Investor Rights Agreement, and there can be no assurance that we would be able to obtain such consents. Any inability to timely enter into agreements with Delta on terms favorable to the Company could adversely affect our business, prospects, results of operations and financial condition.
Current wording
Our first-of-its-kind partnership with Delta is governed by the long-term CCA and related agreements, the primary goals of which are to provide our members and customers with Delta benefits and access to private aviation services and premium commercial travel across our respective platforms, join in marketing, communications and sales efforts, and expand other business initiatives. We continue to deepen our partnership with Delta and believe it is an important value proposition for us and our members and customers. Delta has the right to terminate the CCA and the other commercial agreements under certain circumstances. Any amendment or modification of the CCA or other commercial arrangements with Delta requires certain stockholders to consent under the Investor Rights Agreement, and there can be no assurance that we would be able to obtain such consents. Any termination of the CCA or other commercial arrangements with Delta, or any inability to timely enter into other arrangements with Delta on terms favorable to us could adversely affect our business, results of operations and financial condition.
Previous wording
If we are unable to adequately protect our intellectual property interests or are found to be infringing on intellectual property interests of others, we may incur significant expense and our business may be adversely affected.
Current wording
If we are unable to adequately protect our intellectual property or are found to be infringing on intellectual property of others, we may incur significant expense and our business may be adversely affected.
Previous wording
Our intellectual property includes our trademarks, domain names, websites, mobile and web applications, software (including our proprietary algorithms and data analytics engines), copyrights, trade secrets and inventions (whether or not patentable). We believe that our intellectual property plays an important role in protecting our brand and the competitiveness of our business. If we do not adequately protect our intellectual property, our brand and reputation may be adversely affected and our ability to compete effectively may be impaired. Our efforts to protect our intellectual property through a combination of trademark, copyright, and trade secret laws, contracts and policies may not be sufficient or effective. Further, we may be unable to prevent competitors from acquiring trademarks or domain names that are similar to or diminish the value of our intellectual property.
Current wording
Our intellectual property includes our trademarks, domain names, websites, mobile and web applications, software (including our proprietary algorithms and data analytics engines), copyrights, trade secrets, inventions (whether or not patentable) and a patent. Our efforts to protect our intellectual property may not be sufficient or effective. We may be unable to prevent competitors from acquiring intellectual property that is similar to or diminishes the value of our intellectual property. If we do not adequately protect our intellectual property, our brand and reputation may be adversely affected and our competitive position may be harmed, each of which could adversely affect our business, results of operations and financial condition.
Previous wording
In addition, it may be possible for other parties to copy or reverse engineer our applications or other technology offerings. Moreover, our proprietary algorithms, data analytics engines, or other software or trade secrets, including UP FMS, may be compromised by third-parties or our employees, which could cause us to lose any competitive advantage we may have from them. Our business is subject to the risk of third parties infringing our intellectual property. We may not always be successful in securing protection for, or identifying or stopping infringements of, our intellectual property and we may need to resort to litigation in the future to enforce our rights in this regard. Any such litigation could result in significant costs and a diversion of resources. Further, such enforcement efforts may result in a ruling that our intellectual property rights are unenforceable.
Current wording
We are subject to the risk of third parties infringing our intellectual property and that our proprietary algorithms, data analytics engines, or other software or trade secrets, including UP FMS, may be compromised by third-parties or our employees. We may not always be successful in securing protection for, or identifying or stopping infringements of, our intellectual property and we may need to enforce our rights by taking legal action. Any intellectual property-related litigation could result in unanticipated costs and a diversion of resources, or result in a ruling that our intellectual property rights are unenforceable.
Showing the first 40 of 43 pairs. Open the source sections for the rest.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
We anticipate continued variability in our financial results as we execute our multi-year business transformation.
Current report — wording carried from elsewhere
We are subject to increasingly stringent federal, state, local and foreign laws, regulations and ordinances relating to, among other things:
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
We have a history of net losses and have not consistently generated positive cash flow from operations.
Previous report — wording carried elsewhere
We may be unable to execute our fleet modernization strategy on the timeline that we currently anticipate or may fail to realize the expected benefits from such strategy, which may adversely impact our business, prospects, operations, results of operations and financial condition.
Previous report — wording carried elsewhere
We rely on third parties maintaining open marketplaces for downloads of our mobile application. There can be no assurance that the marketplaces through which we distribute our applications will maintain their current structures or that such marketplaces will not charge us fees to list our applications for download.