Hello everyone, welcome to the Wheels Up second quarter 2021 earnings call. My name is Bethany, I'll be coordinating your call today. If you would like to register to ask a question during the Q&A session, please press star followed by one on your telephone keypad. If you change your mind, you can press star followed by two. I will now hand the call over to your host, Keith Ferguson, Investor Relations, to begin. Keith, over to you. Thank you, and welcome again to Wheels Up's second quarter 2021 earnings conference call. Earlier today, we issued a press release announcing our financial results for the period. The release with its supporting tables, as well as a copy of today's presentation, can be found on our investor relations website at wheelsup.com/investors. Please refer to the slide with our disclaimer. Today's presentation contains forward-looking statements based on our current forecasts and estimates of future events. These statements should be considered estimates only, and actual results may differ materially. During today's call, we will refer to non-GAAP financial measures as outlined by the SEC guidelines. Reconciliations of GAAP to non-GAAP financial measures and definitions of non-GAAP financial measures are found within the financial tables of our earnings release and appendix of today's presentation. With that, I'd like to turn the call over to our Chairman and Chief Executive Officer, Kenny Dichter. Kenny? Thank you, Keith, and thanks to all of you for joining us today. We are excited to share the Wheels Up story with you. Please check out our Analyst Day materials from April 16th, 2021, which you can find on our Wheels Up investor page. We will touch on parts of that original presentation today. Building on my 20+ years in the private aviation industry, Wheels Up is bringing the next phase of disruption with our marketplace platform. Our marketplace will efficiently connect growing demand with global aircraft supply, which over time will increase access, drive down costs, open the aperture to a much larger total addressable market, and improve yields for third-party operators. Our strategy in improving yields on underutilized assets is similar to how Uber has extracted value in cars, and Airbnb had done in homes. Let me share some of the highlights from this morning's earnings release. We reported over $285 million in revenue in the second quarter, setting a quarterly record, and up over 110% year-over-year. First half revenue was just under $550 million, which is up almost 90% year-over-year. Our active members grew almost 50% year-over-year and now exceeds 10,500 in total. Our live flight legs were up almost 150% year-over-year to over 18,000 in the quarter. Private aviation has rebounded more quickly than anyone in the industry expected. We are seeing unprecedented demand for leisure travel and the beginnings of a return for business and international travel. Our strategy to increase and diversify our fleet, cultivate our brand, provide exclusive partner benefits, and further develop innovative technology are key drivers to our performance. We view the combination of current market conditions and our strong customer cohort purchasing behavior as a great opportunity to increase our market share. We believe this is a defining moment in private aviation where being bold matters, and where building relationships with consumers new to the market is critically important. As a result, we have made the strategic decision to invest in the growth of our business while some industry participants are pulling back. This gives us even more conviction and confidence to push forward. I'd like to take a moment to recognize our hardworking team for their tireless work in support of our customers. I'd also like to thank our loyal members and customers for their trust in us. As I mentioned, we are seeing very strong demand. Now allow me to explain how we are managing supply this year and our plans to enhance it. We deployed advanced machine learning algorithms that have improved our demand forecasting. This improved forecasting allows us to make short and long-term commitments to secure supply from other aircraft operators through the use of guaranteed rate programs, what we call GRPs. These asset-light GRPs now represent over one-third of our third-party capacity, up from nearly zero at the beginning of the year. We have expanded the number of charter hours available from our managed aircraft base. These aircraft owners allow us to use their airplanes for Wheels Up members and customers at times when these owners are not flying. We will continue to unlock the latent supply in the industry. We will use machine learning to further enhance our ability to find the right plane in the right place at the right time to drive utility and reduce repositioning hours. We are creating products and services for our aircraft management platform to drive additional asset-light lift to support our flight demand. Our managed aircraft business provides a key component of supply. We are accelerating investments in areas of the business that we had expected to develop over a longer time horizon. That includes investing in human capital, technology, infrastructure, and key areas that will drive efficiency, reduce cost, and most importantly, deliver world-class experiences in the air and on the ground. We believe Wheels Up has a significant first-mover advantage and that this strategy will generate strong margins and create substantial shareholder value over the long term. Now I'd like to recap some of our recent initiatives. We forged an exclusive partnership with American Express, a great opportunity to work with one of the most iconic brands in the world, offering unique programs and benefits to Platinum Card members. This represents an important opportunity for lead generation. We launched Up for Business, which formalizes our offering for businesses and their private aviation needs. With our diverse fleet and commercial relationship with Delta Air Lines, we have already seen increased interest from businesses. As I like to say, CEOs like us, CFOs love us. I see a lot of opportunities with business customers. We recently integrated the Mountain Aviation fleet onto our Avianis flight management system. You will hear more about that in a few minutes. As part of our Meals Up initiative with Feeding America, we co-sponsored The Match with Tom Brady, Phil Mickelson, teeing off against Aaron Rodgers and Bryson DeChambeau. I'm proud to announce that to date, we have inspired funding for over 60 million meals. We continue to focus on diversity, equity, and inclusion, both inside and outside our organization. Partnerships with organizations like C200, a powerful community of the most successful women in business, representing companies with more than $1.4 trillion in combined revenue, and the NFL Players Association and its Community MVP program are two such examples. Next up, I want to introduce to you Vinayak Hegde, our Chief Marketplace Officer. Vinayak is the newest member of our C-suite, having joined us this May. He is responsible for all of our marketplace initiatives, including the product and technology that will power it. Vinayak was previously a senior executive at Airbnb, Groupon, and Amazon. Vinayak was introduced to us by the Chairman of our Marketplace and Board Advisor, Greg Greeley, with whom he partnered with at Amazon and Airbnb. Vinayak is a force of nature and is already doing great things for us. With that, I'm now going to turn over the call to Vinayak. Thank you, Kenny. Great to speak with all of you. Let me start with providing a little color on my background, specifically at Airbnb, Groupon, and Amazon. I led the development of their marketplaces, which included systems and processes to match demand and supply. My responsibilities also included growth of both demand and supply, which in turn drove greater liquidity in each marketplace. My prior responsibilities were also focused on all the technology and processes that bring a marketplace platform to life. It was about bringing disparate systems, mapping out the best architecture, recruiting the brightest software minds, and creating a simple user interface that makes it intuitive and easy for customers to transact. The systems we built use data to power machine learning algorithms needed to optimize in real time things like dynamic pricing, personalization, impression mix management, and ad bidding. These systems enable us to react quickly to changing conditions in the business to optimize revenue and maintain the highest standards of customer experience. I wasn't looking for a new challenge when Greg reached out to me. I was intrigued by the opportunity to develop an innovative marketplace platform of the highest value customers in the world, where there really isn't anything competitive today. Private aviation happens to be an ideal area for disruption, with analog processes largely in place, limited automation, and fragmented supply. We are on a quest to create a much larger marketplace with optionality to provide more services for our high-value customers. Examples are the great events, partner benefits, and opportunities to expand into logical adjacencies. All this creates more demand, reinforcing the strength of our platform. We believe that becoming the demand generator is the first step to building an attractive marketplace platform. Our data shows that existing customers continue to spend at attractive levels, and our newest cohorts are spending at an even faster pace. That's extremely encouraging. It reflects our strategy of diversifying our fleet that has provided us a platform to service a lot more of our customers' needs. The data for customer behavior allows us to predict demand in a more deterministic way, which in turn allows us to acquire the right type of aircraft supply more efficiently in the long run. We are particularly encouraged by the fact that the vast majority of our flight demand comes directly to us without any paid media and reflects the strength of our brand. This customer behavior is very similar to how Amazon Prime members shop at Amazon. Our industry is very complicated. Flight schedules come together with little notice. There is no technology that provides real-time visibility of aircraft across operators or crew availability, maintenance schedules, or insight on where those aircraft need to be and when. There is safety-vetting trip services like catering and ground transportation and international trip support. There's dynamic pricing algorithms to optimize schedules. There is the user interface to make it seamless and easy for customers. Today, much of the backbone of the entire industry is executed on analog, labor-intensive processes that are not optimized. We have to utilize technology to drive automation, and there are a lot of things we are going to do. Let me tell you about how I see the product and technology roadmap for Wheels Up. During my short tenure, I can tell you I'm increasingly excited by our assets and our technology roadmap. Wheels Up is building a service-oriented architecture for its marketplace. Wheels Up is no different from where Amazon was in its early stages. When I think about the Wheels Up platform, I think of four components, the App and the customer-facing user interface and the features that enhance our go-to market. Integrated tool sets that are force multipliers to enable our service teams to better manage flights and overall customer experience. Avianis, our flight management system, which is the ERP of our flight operations. The machine learning and optimization systems that make all the above more efficient. We will be rolling out significant new enhancements on our app over the next year that will allow customers to better search for specific destinations, compare prices based on time of week and day, have better visibility to shared flights, and set up alerts for their travel preferences. About 50% of our flights today are booked through the app. There is still room for improvement. The features I just highlighted are a step in the right direction with much more to come. Once you have a booking, the goal is to automate the actual flight back office functions, including personalizing the experience to align with customer preferences, securing the right supply, and otherwise ensuring the flight proceeds as effortlessly and seamlessly as possible. Our improved demand forecasting tools have given us advance notice to anticipate demand and schedule supply before others. We expect to further improve efficiency through a full deployment of the global aircraft search engine that we detailed on our Analyst Day. It'll give us high fidelity view of all the applicable aircraft, their locations, and their availability. This Uber-like system will evolve from Avianis, which is a critical enabler of our strategy. Our flight management system, which is the core component of Avianis, is the brains behind the flight operations for the so-called ERP system. It provides flight tracking, crew scheduling, transaction settlement, trip analytics, and a host of other features that are essential to operating a fleet efficiently. In June, we converted our Mountain Aviation fleet onto the Avianis platform, which was an important milestone. Floating fleets are exponentially more complex than home-based fleets, but offer the greatest opportunities to drive efficiency and utility across our asset right fleet. We learned a lot from our Mountain Aviation conversion and are working quickly to drive enhancements to further blaze the path to a much wider deployment, both within our own company and commercially for our third-party operators. We will be building a platform to incorporate machine learning into aspects of optimization across our operations. We can improve fleet availability by optimally timing maintenance at an individual aircraft level and intelligently scheduling flights and crews to reduce empty leg flights. Pricing dynamically will help us maximize yield for both our own and managed fleets and our partner fleets. This will improve unit economics and provide immense benefit to our customers. Let me conclude by saying, with the strong demand generation we have today, Wheels Up has an incredible foundation to harness a lot more value for shareholders. I see a lot of similarities with other marketplaces that I have been involved with at the earliest stages of their life cycles. Let me turn it back to Kenny. Thank you, Vinayak. Our team has accomplished a lot in our short history. We have built a strong brand and foundation and have an experienced and diverse management team, which I believe has the vision to take us to the next level as we create a marketplace platform for our high-value customers. Let me now turn it over to Eric Jacobs, our CFO, to run through our financials. Thank you, Kenny. It's great to represent Wheels Up to this group during our first public company quarterly earnings call. As Kenny noted, we're very pleased with our strong start and the first half of the year. We generated record revenue of $286 million in the quarter, up 113% year-over-year. As I comment about the second quarter, I would like to do so in the context of providing an overview of our revenue model, which is broken down across four main categories: membership, flight, aircraft management, and other. Let me start with membership revenue, which grew 23% year-over-year. This revenue is highly visible and largely recurring, given our strong 80% + retention rate for Core members. These Core members make up most of our membership revenue. In the second quarter, we added more than 600 net new members, with active members growing 47% year-over-year. We were pleased to have crossed the 10,000-member mark, finishing the quarter with 10,515 active members. While I expect that we will add more lower-priced Connect members versus Core members over time, we've added more Core members than Connect this year by a ratio of roughly 2: 1. Our Core offering, with its guaranteed availability and capped pricing across all asset classes, is clearly resonating with the market, particularly as industry pricing has increased and supply has tightened. That said, I want to stress that we don't manage our business for any one type of customer, whether member or non-member. Our goal is to serve all customers and address their specific needs. Like Amazon or Costco, the member relationship is a key driver of our total revenue. We are actively working to open up the aperture to attract other customers who are not yet members. I'll move to the next revenue category, flight revenue. Flight revenue is the largest contributor to our top line. It was up 12% sequentially this quarter, and up 154% year-over-year. As I said during our Analyst Day, we think the best way to model flight revenue is to multiply live flight legs by revenue per live leg. Live flight legs are up 19% sequentially from the first quarter, and 146% year-over-year. As Kenny mentioned, we continue to see strong leisure demand and the beginnings of a pickup in business and international travel. Flight revenue per live flight leg is driven primarily by stage length and cabin class mix of aircraft type, and it averaged $11,663 for the quarter. This was up 3% year-over-year. We have said in the past that flight stage lengths were up during COVID, as customers generally traveled further within the U.S., but less frequently. Given that the economy is reopening, we are starting to see a return to more normal trends. As a result, average stage length was down over 10% year-over-year in the second quarter. It is now more consistent with traditional pre-COVID travel patterns after rising over 20% year-over-year in the first quarter. On a separate note, we're seeing a higher mix of larger cabin flying, which is driven by continued customer interest in our recently launched and highly popular transcontinental service offering, driven primarily by our acquisition of Mountain Aviation. You have heard us say how excited we are about our recent strategic initiatives and how they are resonating with our customers. Let me give you some data points to highlight this. In the first half of 2019, prior to expanding our fleet offering and pre-COVID, our average Core and Up for Business member spent slightly over $70,000 annualized with us, inclusive of membership revenue, which we believe is less than 50% of their total spend on private aviation based on our membership survey data. Today, those customers in the first half of 2021 are spending an average of more than $80,000 annualized. Even better, new Core and Up for Business members who have joined during the past year are spending more than their historical cohorts, which should bode well for future customer lifetime value. We believe there's a lot more wallet share available to us as we continue to execute and address our customers' wants and needs. In terms of visibility, the percentage of Core members who have purchased prepaid blocks this year has increased significantly to over 50%, and Core members who buy blocks typically renew at a rate closer to 90% historically. These blocks are prepaid deposits for future flying. We receive the cash upfront and gain visibility into our customers' future flying intentions. Revenue is recognized when they fly, typically over the following 12-month period. For the quarter, prepaid blocks were $116 million, up 71% year-over-year, which is a strong showing considering the amount of blocks we sold in the fourth quarter of 2020, ahead of the resumption of the federal excise tax on flights. The next category is aircraft management. Aircraft management revenue is generated from recurring monthly management fees, as well as recovery and recharge revenue, which is largely a pass-through of actual costs incurred with a small margin. Aircraft management plays a key strategic role for us as we scale our business in an asset-light manner. When an aircraft manager owner allows us to use their asset, we can leverage our leading demand capabilities to schedule that aircraft to service our customers. We strategically entered into aircraft management through our acquisitions of Gama and Delta Private Jets. As part of a typical integration process, we're combing through some legacy contracts that are not commercially advantageous to us. We are also willing to make calculated trade-offs from time to time to obtain access to certain aircraft that are well-suited for our marketplace. We may offer lower monthly management fees or alternative hourly fee arrangements to create incentives for more charter hours and flexibility of aircraft usage. As a result, you should expect revenue from aircraft management to be roughly flattish sequentially over the remainder of the year. Our other revenue is a small percentage of our total revenue. It represents revenue earned from software, fixed-base operations or FBO, maintenance, aircraft sales, and special missions, including defense. Switching to supply, let me quickly summarize the three categories of our asset-light fleet. We have a first-party owned and leased fleet of about 180 aircraft. We also have access to our managed second-party fleet with roughly 165 aircraft, and a third-party fleet of over 1,200 aircraft. The managed and third-party fleets are considered asset-light fleets. The goal is to optimize utility and efficiency across all fleets to use the right plane in the right place at the right time to reduce or eliminate repositioning legs, and ultimately improve costs and pricing. If a managed or a third-party asset-light tail is closer to our customer, we will generally try to utilize that better-positioned aircraft. In other words, we will take a holistic approach to scheduling trips. Year to date, our hourly mix of using our owned and leased fleet versus asset-light aircraft was approximately 65%-35%. The decrease from 2020 levels of 55%-45% was due primarily to the acquisition of Mountain Aviation, which was a wholesale provider to us last year, and thus showed up as a third-party provider. Let me turn now to the cost side of our business. We and the aviation industry at large are not immune to the cost pressures and supply constraints impacting many industries. Commodity prices like fuel, travel costs related to commercial airfare and hotels, parts and related shipping have all gone up and/or tightened for many industries. Third-party flight maintenance costs, as well as pilot and other labor costs, are increasing as it relates specifically to our industry. We are leveraging the scale of our network and software tools to find and expand supply, with significant enhancements to come. While definitely not easy, we've been able to manage through these constraints, and our hardworking team across the entire company deserves a lot of credit for that. Given the rapid acceleration of demand, our strong commitment to delivering for our customers, we have absorbed some near-term pressure on our contribution margin, which we expect will be flat to slightly down in the second half of the year versus the first half. In addition, we continue to invest in sales and marketing. We are hiring more sales reps and account managers to address the strong demand we are experiencing. We hope that we can safely restart and host our signature Wheels Up event soon, and also expand the number of regional events so that we can engage with our growing membership base. Events were all virtual last year. Year to date, sales and marketing expense was 6% of revenue, versus 9% in the same period last year. Our technology and development investments are key to driving operational efficiencies, as both Kenny and Vinayak highlighted. We previously discussed enhancements we are making to our mobile app, and we're looking forward to the commercialization of Avianis's real-time supply dashboard, which will help us streamline scheduling and optimization for the marketplace. Going forward, we expect to increase our spending on technology, including capitalized software, to generate increased efficiencies across the organization, particularly in our flight operations, customer service, and sales and marketing areas. With regards to EBITDA, our adjusted EBITDA improved $7.6 million in the quarter compared to last year. While we're almost a year ahead of schedule on our revenue growth, in the short term, we have strategically traded lower contribution and adjusted EBITDA margins to achieve that growth. Core member retention and lifetime value are very important to our long-term success, so we're striving to go the extra mile to ensure our customers are getting the best possible experience in this environment. While this requires additional investments in the business, we still believe in our long-term margin potential. Turning to capital expenditures, CapEx was $10.5 million in the first half of 2021, more than half of which was capitalized software. With CapEx at approximately 2% of revenue, we're demonstrating the lower capital intensiveness of our business. We're able to better utilize our own capacity to leverage asset-light lift to achieve the strong growth we reported, including the 146% year-over-year increase in live flight legs, with only minimal additions to our owned and leased fleet. Now I'll briefly review our capitalization liquidity. At quarter end, Wheels Up had ample liquidity with cash and cash equivalents of $161 million. After the quarter, we received gross cash proceeds of $656 million from our merger with Aspirational. We used a portion of those proceeds shortly after closing to pay off all of our $182 million of then outstanding debt. This debt payoff included all of our aircraft-related financing and all of our other seller notes related to our prior acquisitions. Today, we believe we are in a much stronger position if we wanted to tap the debt markets with the ability to securitize our owned aircraft if we need to help fund our business in any opportunistic acquisitions. I will now turn to our financial outlook and guidance for full year 2021. When we started conversations last year with Aspirational, our initial projections were for $912 million of revenue for 2021. As we have discussed on the call, we have seen very strong flight demand in the first half of the year. Clearly, the strength in the first quarter continued into the second quarter with over a half a billion dollars of revenue year-to-date through June. Given the strength in the first half, we now expect 2021 revenue to be in the range of $1.05 billion-$1.1 billion. For those who have reviewed our S4 filing, we're almost a year ahead of the initial Aspirational long-term revenue projections, and we will be crossing the billion-dollar revenue threshold in only eight years of our existence. With regard to GAAP net loss, we expect to report a GAAP net loss of between $145 million to $160 million for 2021. While we are not immune from the near-term inflationary pressures, we have chosen not to raise cap rates to date. We are also increasing investments in operations, technology, product development, and customer service. When you put it all together, we expect adjusted EBITDA to be in a range of $-40 million to $-50 million for the year. We expect CapEx spending will be $25 million - $35 million this year to support the growth and demand. Specifically, in the remainder of the year, we may add a small number of aircraft given the strong demand, and we expect our technology-related investments will lead to an increase in capitalized software. Year-to-date, roughly half of our CapEx was related to capitalized software for technology development. CapEx also includes spending for our New York headquarters, which will be substantially completed by the end of the year. From an income tax perspective, we anticipate that we will generate net operating losses for income tax purposes in the near term that may be carried forward indefinitely. I would like to briefly touch on share count. You can see in the appendix of our slide deck a table that outlines our capitalization as of July 13, which is the date the merger with Aspirational closed. The table is inclusive of warrants at $11.50 and earn-out shares that would vest at $12.50, $15, and $17.50. It also reflects the acceleration of certain equity awards as part of the closing of the merger. Lastly, please be aware that the appendices and our SEC filings, such as the Super 8-K/A, provide important reconciliations as well as certain quarterly operating metrics and other financial data. Before I turn the call back to the operator, I want to thank each of you for listening to our first quarterly earnings conference call. With that, let me turn the call back to the operator so we can take your questions. If you would like to ask a question, please press star followed by one on your telephone keypad now. The first question comes from Sheila Kahyaoglu from Jefferies. Sheila, your line is open. Hi. Good morning, guys, and thank you so much for the time, and congratulations on your first quarter out of the gate, a very strong one. Maybe I could ask about membership grew 47% year-over-year. Can you give us any color about the growth between Connect and Business Core? You also talked about members going from $70K to $80K annualized spend. Kind of how you think about a normalized level for spend? Sheila, thanks for being here, and thanks for that question. I would just say that we have a lot of work to do in a very good way on business. It's a great opportunity coming forward and the segmentation on the Connect membership. Overall, we feel really good about where things are. Of course, we like the amped-up spend, and I'm going to hand that to Eric to get detail there. Eric Jacobs, our CFO. Thanks, Sheila. Appreciate it. As I said in my remarks, we're really agnostic to what kind of member we have, whether it's Core, Business, or Connect, or even if they're a non-member. It's really about getting people to fly. The membership has its privileges in terms of allowing, particularly for the Core member, which is resonating with customers because they essentially get the dynamically priced cap rates as well as the scheduling certainty. That's pricing trancon price product that we have. That's really helping to drive that spend per member. The new cohorts, as we've said, is really performing better than what we've seen historically. As you think about lifetime value, that's super exciting. I would also add that this is all happening with business and really traditional leisure travel just coming on, where we're seeing this all in really high net worth at this moment in time. We are seeing business and traditional travel starting to be talked about Membership. No, that's great. Maybe one more on the guidance, if that's okay. Your 2021 guidance seems to imply the second half grows 27% versus 90% growth in the first half. Are you just being conservative there? What drives that deceleration? If you look at the back half guidance, it's essentially saying, look, we right now want to be conservative, hopefully, in terms of back half being relatively consistent with what we saw in the first half. If business and international continues to come back and that could bode well for us. Right now, given that the comps were much tighter in the back half of the year, we just want to be conservative. Okay, that makes sense. Thank you, guys. The next question comes from Michael Bellisario from Baird. Michael, your line is open. Thanks. Good morning, everyone. Just first question relates to demand. Can you help us understand how quickly do you guys see bookings and/or new member sign-ups increase after you have a sponsored event or you do some sort of marketing promotion? Just thinking about the golf tournament you mentioned, Kenny. Excuse me, Kenny. Yeah. I would say that, of course, when we get the brand out there, whether it's an event like The Match that drew over 2 million people on the Turner networks or you do something with an ambassador, you definitely see an influx of lead activity and demand activity. I would say even bigger, you look at a partnership with an iconic partner like American Express, and we announce something with their Platinum group, you immediately saw a spike in interest in people coming in. I think we're just getting started as it relates to the opportunities that we have with global scale partners in this area. I'm going to kick it over to Vinayak who's out in Seattle. Again, Vinayak came in and joined us about three months ago, spent some great time at Amazon and Airbnb and has seen global scale. Vinayak? Thank you, Kenny. The key thing that we look at is from the time people become a member to how quickly they book, and we are very encouraged by the results. That's the strength of how our platform is actually helping. We actually look at burn rates. We have significant amount of people who use blocks. In addition to events, it's also based on seasonality. What we see here is people who become our members are actually trying our product much faster than before, which is very encouraging for us. I'm going to kick it over to Eric. I think he's got a bullet here. Yeah, I think that last point that Vinayak made is an interesting one. If you looked historically, people generally become a member when they have a need to fly. What we've seen recently is that the timeframe between when someone joins and fly has decreased, which is nice to see. Got it. That's helpful. Just in terms of the balance sheet and potential uses of your cash, can you help us understand what you're thinking about today? I know you mentioned M&A and acquisitions, where is that on the priority list today? Yeah, I would say, look, we're in a very unique position. You talk about first-mover advantage and being the first public company in the private jet space in the history of private jet space. Having the public ammunition, having the $656 million in the till, and being in that very unique position, we have a lot of different moves on the chess table that we evaluate, and we kick the tires everywhere. We're going to be focusing on aggregating supply in an asset-right way, big partnerships. I'm going to kick it over to Eric for maybe a follow-up bullet on that. Yeah. look, we have a strong balance sheet. We paid off our debt. We like where we sit. We think that in our business, it's very important to demonstrate to our customers that we have a very strong balance sheet. That's where we stand. Got it. Just one quick follow-up there. Any update on the Textron partnership that you guys announced recently? We have a great relationship, a long-term relationship with Textron and Scott Donnelly and his team over there. The most recent announcement we made was in the VTOL, possibly moving to eVTOL as that technology emerges with Scott. We believe Textron's going to be a great partner, and we think with their engineering, Mitch down at Bell Helicopter, we've chosen the right partner. Look for end of the fourth quarter of this year where we're going to stand up some VTOL action over there. It's a platform where we can enable our technology on that deal. Again, Textron is an unbelievable partner for us. Very proud that we were able to make that announcement with them, and there's a lot to do. They're a big part of our fleet. Got it. Helpful. Thank you. The next question comes from Gary Prestopino from Barrington Research. Gary, your line is open. Hey, good morning, all. Series of questions. First of all, Eric, could you comment on maybe how much your member retention improved sequentially and year-over-year? Historically, well, I guess last year we said that our Core member retention was about 80%. It's improved. It's over 80% now, and as Kenny said also back then in our Analyst Day, people that fly with us, that are spenders, we're doing it in our Core membership at over 90%. We've seen very strong retention during this past six months. Okay. Two other questions here. I kind of back of the envelope after the transaction post Q the end of the quarter, your net cash on the balance sheet is about $630 million. Is that right? I think it's a little less than that. In July, we had some burn. You see big spending in terms of bigger burn in the summer months. I'll give you a number in a minute or two, but it's a little bit less than that. Yeah, I would just say on that question, it's very healthy for us to have a good burn provided that the retention numbers that Eric stated stand, and we're excited. Our biggest customers, our biggest members from a spend perspective are our members that we're retaining at over 90%. What we're excited about, if you look at just the overall business, people putting down blocks is very important to us. What we're seeing is people burning their hours off. That's good for us, very healthy, and then replacing it, replenishing it. We have more block buyers than we've ever had. Gary, if you look at page 15 in our deck that we posted on our website to accompany this presentation, you'll see roughly $575 million pro forma summary balance sheet as of June 30th. And again- Okay just to double click on what Eric's talking about, he mentioned the very unique in our space to be debt-free and have the ability to back lever assets should an opportunity come our way. No, no, I think that's great. I just want to make sure I got that clarified. That when you're talking about these prepaid blocks, that leads to my next question here. It looks like the deferred revenue was down from the end of the year. As I recall, that deferred revenue is a reflection of prepaid blocks and the amount of flight time people have paid for that has not been used. Could you comment on that considering that you said that the prepaid block purchases were pretty strong in the quarter? Does that normally happen from your end? Sure, Gary. Once again, I'll refer you back to our Analyst Day where we talked about blocks have a sort of seasonality to them and typically come down. Our deferred revenue will come down during the summer months as flying picks up, and then usually at the end of the year, there's a large uptick. Last year with the federal excise tax on flights coming back, we had over $230 million of blocks in the end, I think in the quarter. Well, I don't want to say it'll be $230 million this quarter, end of this year because of not having the federal excise tax situation. We do expect blocks to come up, and if you look historically year-over-year, deferred revenue has been up at the end of the year. Okay. That's just the explanation I wanted. All right. A couple of more, if I may. It looks like your guidance on adjusted EBITDA relative to when you did the transaction, there's a negative delta of $11 million-$21 million. Can that all be explained by the fact that you're increasing your investments in technology people, et cetera? I would say, this is Kenny, and I'll have Eric give you a bullet or two here. I think me being on this call is the product of that. We made a decision, and that decision was to take care of the member. We're seeing a great influx of demand. We're committed to taking care of the member today because we think that lifetime value is the way that you want to play that. Then on top of the focus on the member, bringing in Vinayak and him putting a team together, the beginnings of a team in Seattle, that's focused on technology and making investment while the going's good on the top line is really how we see it. We're playing a long game here, and Eric can give you a little bit more detail on how he came up with the numbers that he published. Thanks, Kenny. As I discussed earlier, we've absorbed the cost pressures and supply constraints that are affecting private aviation as well as other industries. We have not raised cap rates to date, though we do typically raise pricing annually. In terms of some of the investments, we're investing an additional $20 million-$25 million in OpEx this year on an annualized basis in our operations and service delivery capabilities, and that will enhance customer experiences and drive aircraft availability, scheduling optimization, and third-party supply. It also includes investing in our pilots through a series of initiatives to enhance recruitment and retention of new and existing pilots. We're also investing in an incremental $15 million this year on an annualized basis in technology and the marketplace, and that's to generate increased long-term efficiencies. Yeah, I want to give Vinayak the microphone here. I know Vinayak, this is one that's close to your heart, and put your Amazon and Airbnb hat on. I think this play has been run, and we're committed to running it. Yeah. Thanks, Kenny. In terms of technology, there is a lot of technology to be built here, but the thing is, the efficiencies you're going to get out of this is going to help us in the long term. That's also going to differentiate us from other companies. It reminds me of my early days at Amazon when we actually built what I call build software for what is called the plumbing and the undifferentiated stuff that nobody actually pays attention to. Aircraft search, scheduling, trip planning, maintenance. That takes a lot of investment, but the end result is actually it'll allow us to have efficiencies in the long run. Yes that very few people can actually match up with. That's why I'm very excited about the investment here that allows us. The other thing that happens here is if you look at the actual software available in the private aviation space, there's no proprietary software that you can buy and put things together. It has to be custom-built for the company. That's what this investment allows us to actually differentiate ourselves in the long run. Okay. While I have you on here, I'm just going to ask this question because I think it's important longer term. With the industry platform technology you're developing, the global aircraft search engine, how long is it going to take for this to get developed to where you would actually be able to employ the integrated platform in the market? If you could give us a couple of bullets as to how this improves your operations once this thing is in the market, that would be very helpful. Thank you. The way we think about this is there is no big bang here, right? What we're going to do is launch this in stages. There is not going to be a big bang. What we are doing is we are ripping the monolith apart and building what I call a service-oriented architecture that allows us when we need to make changes that we can actually do it very, very fast. As I told you, we already migrated our integrated Avianis for our Mountain Aviation fleet. You're going to see features come in stages, and we'll start getting improvements over a period of time. As an example, once we integrated Mountain Aviation into Avianis, we can take care of automatic fleet optimization capabilities for Avianis. As we add more and more, there is going to be incremental optimization that is going to come. The same is true with the website. As we actually automate more and more of the front end, we can improve search, which would improve conversion. It's a playbook that I've done in many other places where we are optimizing stuff across the board and continually actually improving as we go along. Doing a big bang is very risky. First build the service-oriented architecture and then start actually migrating things one at a time. There's no clear timeline. We are actually making changes as we speak, and it's going to be coming one after the other. Okay. Thank you. That's very helpful. That's all I have. Congratulations, Ken, for getting the company public and your first quarter out of the box. Thank you. The final question comes from Oliver Chen of Cowen. Oliver, your line is open. Hi. Thank you very much. Machine learning is a core competency at Wheels Up. What customer interaction data is really important, and what are the nature of the training sets that you're pursuing to drive that customer experience? As you think about ML across the organization, what's lower hanging fruit, and where might it have the most impact in other departments? Kenny, I would also love your take on experiential and membership and how you see that evolving as a lifestyle brand over the customer lifetime value as well. Thank you. I'm going to have Vinayak take the first piece, and then Vinayak, I'll pick up the brand and the aspirational elements of what we're doing on the lifestyle side. Thank you, Kenny. When I look at private aviation and when I took the job, there are very few places where you can apply machine learning to so many aspects of the business. Let me start with the simple ones at the back end. One is trip optimization and scheduling, and how do you place the right plane at the right time? That's where we can use machine learning. Second, we can now do prediction. We already do this right now, where we can actually predict demand by cabin class. That allows us to secure inventory much better than before. If you think about GRP, one of the reasons we are able to do these guaranteed rate programs is we have conviction in the prediction of demand that we're going to get. That helps us a lot. Search results, how do you actually optimize search results? We can use machine learning. Prediction for understanding propensity to continue to work with us or a propensity to attrit from our platform so our sales team can actually work with the customer. Machine learning can be used for actually predicting maintenance. I will give you a very simple example. Let's say one of our planes is coming for maintenance. Our prediction could say this next part could fail pretty soon. We could actually take the same unscheduled maintenance and add the predictive maintenance and get it done in one place so our planes are on the sky more and are utilized more. Pretty much every aspect of both the front end and the back end, we can start using machine learning, which is what is very exciting about this platform. Kenny? Thanks, Vinayak. Oliver, as it relates to our aspiration, pun intended, on building a world-class lifestyle brand, first off, having somebody like Vinayak and Greg Greeley who helped Bezos develop Amazon Prime. On the marketing side, we have Lee Applbaum, who engineered over the last six, seven years an unbelievable outcome for Patrón, the largest standalone sale of a liquor brand to Bacardi. We're working on that global lifestyle brand, we chose Ravi Aspirational in large part because of their LVMH DNA. You got Scott Dahnke and his team over at L Catterton. Ravi's now on our board. We have all the ingredients. I look to Ed Bastian and the great things that Delta's done with its first-class, its business-class customers, and of course, its status and its programming for frequent flyers. We have all the makings and all the ingredients, Oliver, to have a great brand. Obviously, we're partnered up with winners like Serena Williams and Tom Brady, Russell and Ciara, and others that really embody what we are. We think private flying, in the way that Nike says that anybody that's exercising out there is an athlete, we think that the world, the 8.1 billion people, they're all hardwired to be private flyers. Again, if we can create that aspirational place where if you're wearing a Wheels Up sweatshirt and you're one deal away from flying private, that's the kind of setup that we want on the brand. Again, with that, we want everybody to feel invited to the party. Stephanie Chung, who's running our growth area, has done a great job in making sure that everybody feels like this is a brand for them. Inclusion, a big piece of that as well. Thank you. Eric, the presentation mentions tightness in supply. How would you characterize the supply versus demand dynamic, and how might tightness continue, and the duration of that? Would love your thoughts on the biggest opportunities in supply as you scale as well, and which aspects of supply and which categories will you scale in as you balance return on capital? What's asset right, as well as customer convenience and availability? Thank you. Sure. Thanks, Oliver. The great part of our business is that we have a first-party business, a second-party business, and a third-party supply. We are very different than most in terms of our ability to adapt to changing dynamics in the industry. Supply is tight in some ways due to just the broader situations you're seeing across the economy. The ability to ship parts and get them into position is not as simple. Just labor across the board, whether it's at FBOs and the ability to get fuel turned sooner than you would normally so that you can get the flight moving. That creates a tightness of supply across the board. The whole industry is seeing that. We don't think it's something that's systemic. We think it's something that, for us, we can deal with better than most. In terms of longer term, what does it mean to thread that balance? Over time, we think we can do more asset light. As I said earlier, we probably will take a couple aircraft in the back half of the year just to make sure we have that right balance between first party, second party, third party. The aircraft management business is key for us over the long term. Our ability to have owners give us access to their aircraft so we can utilize them when they're not using them is something that, once again, is a differentiator. Thank you. Last question on this dynamic environment with the Delta variant and what we're facing with lots of change and uncertainty. What are you seeing in your data, and what can you control versus uncontrollable in the environment across the world? Thank you. Yeah. I think the Delta variant, obviously, we're monitoring that situation closely. I think that private aviation has become, in certain cases, essential for people, and I think you're seeing that in the demand. I think that once this group gets on the airplanes and actually experiences what we do, the retention numbers, they tell the story on where we're at. We're continuing to press our safe passage. Dr. Scott Gottlieb works closely with us on setting up those protocols. Scott's doing a great job at the face of the crisis here, and we're proud to be partnered with him. We're looking forward to a world where medicine and vaccines and other mitigation protocols can solve this issue. I would just say we're uniquely positioned. We've been operating. I thank our pilots and our maintenance techs who are on the ground. We have been operating every day since this crisis was at its onset in March of 2020. Like I said, we're seeing a lot of demand. We're working around all of the different protocols to keep everybody safe. I would say, one of the big things that came out of COVID as it relates to Wheels Up and its brand was the development and the establishment of Meals Up with Feeding America, because I do believe that our company needs to do good while we're doing good. Over 60 million meals that have been inspired by Wheels Up, and we're just getting started. Thank you. Best regards. Thank you. We have no further questions today, so I'll hand the call back to Kenny Dichter for closing remarks. Yeah. Bethany, thank you very much for hosting. Appreciate it. Thanks everyone for joining us today and taking the time to better understand our vision, our business, and our long-term strategy. We are building an innovative technology-enabled marketplace to optimize the fragmented and underutilized supply set and connect it with a large and growing addressable market. All of this is supported by a trusted and iconic brand. We firmly believe that the investments we are making in operations, technology, product development, and customer service will position Wheels Up as the undisputed leader in our industry. We also believe we're going to create significant shareholder value in the years to come. I look forward to continuing the journey up with all of you. Thank you. This concludes today's conference call. Thank you for joining. You may now disconnect your lines.