v3.25.2
GOODWILL AND INTANGIBLE ASSETS
6 Months Ended
Jun. 30, 2025
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL AND INTANGIBLE ASSETS GOODWILL AND INTANGIBLE ASSETS
Goodwill
The following table presents Goodwill carrying values and the change in balance, by reporting unit, during the six months ended June 30, 2025 (in thousands):
WUP LegacyAir PartnerTotal
Balance as of December 31, 2024(1)
$136,098 $80,947 $217,045 
Foreign currency translation adjustment— 7,374 7,374 
Balance as of June 30, 2025$136,098 $88,321 $224,419 
(1)    Net of accumulated impairment losses of $306.2 million.
Intangible Assets
The gross carrying value, accumulated amortization and net carrying value of Intangible assets consisted of the following (in thousands):
June 30, 2025
Gross Carrying
Value
Accumulated AmortizationNet Carrying
Value
Status$80,000 $40,452 $39,548 
Customer relationships89,121 50,943 38,178 
Trade name10,709 5,671 5,038 
Developed technology20,056 16,215 3,841 
Leasehold interest – favorable600 135 465 
Foreign currency translation adjustment779 482 297 
Total$201,265 $113,898 $87,367 
December 31, 2024
Gross Carrying
Value
Accumulated AmortizationNet Carrying
Value
Status$80,000 $37,410 $42,590 
Customer relationships89,121 45,700 43,421 
Trade name10,709 5,196 5,513 
Developed technology20,056 14,767 5,289 
Leasehold interest – favorable600 124 476 
Foreign currency translation adjustment(808)(423)(385)
Total$199,678 $102,774 $96,904 
Amortization expense of intangible assets was $5.1 million and $10.2 million for the three and six months ended June 30, 2025, respectively, and $5.2 million and $10.4 million for the three and six months ended June 30, 2024, respectively.
Intangible Liabilities
Associated with our acquisition of Delta Private Jets on January 17, 2020, we recognized intangible liabilities for the fair value of complimentary Wheels Up Connect Memberships provided to existing Delta Air Lines, Inc. (“Delta”) SkyMiles 360® customers as of the acquisition date, as required under the Commercial Cooperation Agreement, dated as of January 17, 2020, by and among Wheels Up Partners Holdings LLC (“WUP”), Wheels Up Partners LLC (“WUP LLC”) and Delta (as amended, the “Original CCA”), which was subsequently replaced by the Amended and Restated Commercial Cooperation Agreement, dated as of June 15, 2024, by and among WUP, WUP LLC and Delta (the “Amended CCA”). The gross carrying value, accumulated amortization and net carrying value of Intangible liabilities consisted of the following (in thousands):
June 30, 2025
Gross Carrying
Value
Accumulated AmortizationNet Carrying
Value
Intangible liabilities$20,000 $10,086 $9,914 
December 31, 2024
Gross Carrying
Value
Accumulated AmortizationNet Carrying
Value
Intangible liabilities$20,000 $9,323 $10,677 
The current and long-term portions of Intangible liabilities are presented within Other current liabilities and Other non-current liabilities, respectively, on the condensed consolidated balance sheets.
Amortization of Intangible liabilities, which reduces amortization expense, was $0.4 million and $0.8 million for each of the three and six months ended June 30, 2025 and 2024, respectively.
Future amortization expense of Intangible assets and Intangible liabilities held as of June 30, 2025, were as follows (in thousands):
Intangible
Assets
Intangible
Liabilities
Remainder of 2025$10,290 $763 
202619,703 1,525 
202714,938 1,525 
202814,275 1,525 
202913,531 1,525 
Thereafter14,630 3,051 
Total$87,367 $9,914