Gogo posts $679,930K YTD revenue; operating cash flow $115,987K
Rhea-AI Filing Summary
Gogo Inc. filed its Q3 2025 report showing total revenue of $223,585 thousand and a net loss of $1,930 thousand for the quarter. Service revenue was $189,956 thousand and equipment revenue was $33,629 thousand. Operating income was $28,743 thousand, but other expense of $29,306 thousand (including a $15,000 thousand change in fair value of earnout liability and $17,681 thousand of interest expense) drove the quarterly loss.
For the nine months, revenue was $679,930 thousand with net income of $22,919 thousand. Cash and cash equivalents were $133,572 thousand, long-term debt was $833,030 thousand, and stockholders’ equity was $106,956 thousand. The Satcom Direct acquisition added $213,300 thousand of identifiable intangibles and $192,638 thousand of goodwill; the earnout liability totaled $37,600 thousand in accrued liabilities at quarter end. Remaining performance obligations were approximately $548,000 thousand. The FCC reimbursement program allocation totals approximately $334,000 thousand. As of October 31, 2025, 133,854,342 common shares were outstanding.
Positive
- None.
Negative
- None.
Insights
Strong top-line growth offset by higher interest and earnout revaluation.
Gogo reported Q3 revenue of
Year-to-date cash from operations of
Revenue mix now includes satellite broadband and government markets. The FCC reimbursement allocation of approximately
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One):
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
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For the quarterly period ended |
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
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For the transition period from __________ to __________ |
Commission File Number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of Incorporation or Organization) |
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(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
Telephone Number (
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Trading Symbol |
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Name of Each Exchange on Which Registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No
As of October 31, 2025,
Gogo Inc.
INDEX
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Page |
Part I. |
Financial Information |
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Item 1. |
Financial Statements |
2 |
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Unaudited Condensed Consolidated Balance Sheets |
2 |
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Unaudited Condensed Consolidated Statements of Operations |
3 |
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Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) |
4 |
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Unaudited Condensed Consolidated Statements of Cash Flows |
5 |
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Unaudited Condensed Consolidated Statements of Stockholders’ Equity |
6 |
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Notes to Unaudited Condensed Consolidated Financial Statements |
8 |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
30 |
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
43 |
Item 4. |
Controls and Procedures |
43 |
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Part II. |
Other Information |
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Item 1. |
Legal Proceedings |
45 |
Item 1A. |
Risk Factors |
45 |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
46 |
Item 3. |
Defaults Upon Senior Securities |
46 |
Item 4. |
Mine Safety Disclosures |
46 |
Item 5. |
Other Information |
46 |
Item 6. |
Exhibits |
47 |
Signatures |
48 |
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1
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Gogo Inc. and Subsidiaries
Unaudited Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
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September 30, |
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December 31, |
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2025 |
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2024 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable, net of allowances of $ |
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Inventories |
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Assets held for sale |
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Prepaid expenses and other current assets |
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Total current assets |
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Non-current assets: |
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Property and equipment, net |
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Intangible assets, net |
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Goodwill |
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Operating lease right-of-use assets |
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Investment in convertible note |
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Other non-current assets, net of allowances of $ |
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Deferred income taxes |
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Total non-current assets |
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Total assets |
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$ |
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$ |
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Liabilities and stockholders’ equity |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Accrued liabilities |
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Deferred revenue |
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Current portion of long-term debt |
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Total current liabilities |
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Non-current liabilities: |
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Long-term debt |
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Non-current operating lease liabilities |
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Other non-current liabilities |
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Total non-current liabilities |
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Total liabilities |
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Stockholders’ equity |
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Common stock, par value $ |
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Additional paid-in capital |
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Accumulated other comprehensive income |
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Treasury stock, at cost |
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( |
) |
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Accumulated deficit |
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( |
) |
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( |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
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$ |
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$ |
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See the Notes to Unaudited Condensed Consolidated Financial Statements
2
Gogo Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Operations
(in thousands, except per share amounts)
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For the Three Months |
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For the Nine Months |
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2025 |
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2024 |
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2025 |
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2024 |
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Revenue: |
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Service revenue |
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$ |
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$ |
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$ |
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$ |
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Equipment revenue |
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Total revenue |
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Operating expenses: |
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Cost of service revenue (exclusive of amounts shown below) |
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Cost of equipment revenue (exclusive of amounts shown below) |
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Engineering, design and development |
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Sales and marketing |
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General and administrative |
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Depreciation and amortization |
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Total operating expenses |
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Operating income |
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Other expense (income): |
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Interest income |
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( |
) |
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( |
) |
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( |
) |
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( |
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Interest expense |
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Change in fair value of earnout liability |
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Other expense (income), net |
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( |
) |
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( |
) |
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( |
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Total other expense |
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Income (loss) before income taxes |
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( |
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Income tax provision |
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Net income (loss) |
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$ |
( |
) |
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$ |
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$ |
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$ |
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Net income (loss) attributable to common stock per share: |
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Basic |
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$ |
( |
) |
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$ |
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$ |
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$ |
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Diluted |
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$ |
( |
) |
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$ |
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$ |
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$ |
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Weighted average number of shares: |
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Basic |
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Diluted |
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See the Notes to Unaudited Condensed Consolidated Financial Statements
3
Gogo Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)
(in thousands)
|
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For the Three Months |
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For the Nine Months |
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2025 |
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2024 |
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2025 |
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2024 |
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Net income (loss) |
|
$ |
( |
) |
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$ |
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$ |
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$ |
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Other comprehensive income (loss), net of tax |
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Currency translation adjustments |
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( |
) |
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$ |
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$ |
( |
) |
||
Cash flow hedges: |
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Amount recognized in other comprehensive income |
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( |
) |
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( |
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Less: income realized and reclassified to earnings |
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Changes in fair value of cash flow hedges |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
Other comprehensive income (loss), net of tax |
|
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( |
) |
|
|
( |
) |
|
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( |
) |
|
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( |
) |
Comprehensive income (loss) |
|
$ |
( |
) |
|
$ |
|
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$ |
|
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$ |
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|||
See the Notes to Unaudited Condensed Consolidated Financial Statements
4
Gogo Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flows
(in thousands)
|
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For the Nine Months |
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2025 |
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2024 |
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Operating activities: |
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Net income |
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$ |
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$ |
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Adjustments to reconcile net income to cash provided by operating activities: |
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Depreciation and amortization |
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Loss on asset disposals, abandonments and write-downs |
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Provision for expected credit losses |
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Deferred income taxes |
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Stock-based compensation expense |
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Amortization of deferred financing costs and interest rate caps |
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Accretion of debt discount |
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Change in fair value of earnout liability |
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Change in fair value of convertible note investment |
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( |
) |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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( |
) |
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Inventories |
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( |
) |
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Prepaid expenses and other current assets |
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( |
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( |
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Contract assets |
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( |
) |
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( |
) |
Accounts payable |
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( |
) |
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Accrued liabilities |
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Deferred revenue |
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( |
) |
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Accrued interest |
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( |
) |
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( |
) |
Other non-current assets and liabilities |
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( |
) |
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( |
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Net cash provided by operating activities |
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Investing activities: |
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Purchases of property and equipment |
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( |
) |
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( |
) |
Acquisition of intangible assets—capitalized software |
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( |
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( |
) |
Acquisition of Satcom Direct, net of cash acquired |
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( |
) |
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Proceeds from FCC Reimbursement Program for property, equipment and intangibles |
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Proceeds from interest rate caps |
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Purchase of convertible note |
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( |
) |
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Net cash used in investing activities |
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( |
) |
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( |
) |
Financing activities: |
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Payments on term loan |
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( |
) |
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( |
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Repurchases of common stock |
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( |
) |
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Payments on financing leases |
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( |
) |
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( |
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Stock-based compensation activity |
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( |
) |
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Net cash used in financing activities |
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( |
) |
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( |
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Effect of exchange rate changes on cash |
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Increase in cash, cash equivalents and restricted cash |
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Cash, cash equivalents and restricted cash at beginning of period |
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Cash, cash equivalents and restricted cash at end of period |
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$ |
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$ |
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Cash, cash equivalents and restricted cash at end of period |
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$ |
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$ |
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Less: current restricted cash |
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Less: non-current restricted cash |
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Cash and cash equivalents at end of period |
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$ |
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$ |
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Supplemental cash flow information: |
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Cash paid for interest |
|
$ |
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$ |
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Cash paid for taxes |
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Non-cash investing activities: |
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Purchases of property, equipment and intangibles in liabilities |
|
$ |
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$ |
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||
See the Notes to Unaudited Condensed Consolidated Financial Statements
5
Gogo Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Stockholders’ Equity
(in thousands, except share data)
|
|
For the Three Months Ended September 30, 2025 |
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Accumulated |
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Additional |
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Other |
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Common Stock |
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Paid-In |
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Comprehensive |
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Accumulated |
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Treasury Stock |
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Shares |
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Par Value |
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Capital |
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Income |
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Deficit |
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Shares |
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Amount |
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Total |
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||||||||
Balance at June 30, 2025 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
|
$ |
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||||||
Net loss |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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— |
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( |
) |
Currency translation adjustments, net of tax |
|
|
— |
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|
— |
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|
— |
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( |
) |
|
|
— |
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|
— |
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|
— |
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|
( |
) |
Fair value adjustments of cash flow hedges, net of tax |
|
|
— |
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|
— |
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|
|
— |
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|
( |
) |
|
|
— |
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|
— |
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|
— |
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|
( |
) |
Stock-based compensation expense |
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— |
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— |
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— |
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— |
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— |
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— |
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Issuance of common stock upon exercise of stock options |
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— |
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— |
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— |
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— |
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— |
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Issuance of common stock upon vesting of restricted stock units |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Tax withholding related to vesting of restricted stock units |
|
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— |
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— |
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( |
) |
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— |
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— |
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— |
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— |
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( |
) |
Issuance of common stock in connection with employee stock purchase plan |
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|
— |
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|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Retirement of treasury stock |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
Balance at September 30, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
|
|
|
$ |
|
|
$ |
|
|||||||
|
|
For the Three Months Ended September 30, 2024 |
|
|||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
Additional |
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Common Stock |
|
|
Paid-In |
|
|
Comprehensive |
|
|
Accumulated |
|
|
Treasury Stock |
|
|
|
|
||||||||||||||
|
|
Shares |
|
|
Par Value |
|
|
Capital |
|
|
Income |
|
|
Deficit |
|
|
Shares |
|
|
Amount |
|
|
Total |
|
||||||||
Balance at June 30, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
|
|
|
$ |
( |
) |
|
$ |
|
||||||
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Currency translation adjustments, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Fair value adjustments of cash flow hedges, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Issuance of common stock upon exercise of stock options |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Issuance of common stock upon vesting of restricted stock units |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Tax withholding related to vesting of restricted stock units |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Repurchase of common stock |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Balance at September 30, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
|
|
|
$ |
( |
) |
|
$ |
|
||||||
6
|
|
For the Nine Months Ended September 30, 2025 |
|
|||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
Additional |
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Common Stock |
|
|
Paid-In |
|
|
Comprehensive |
|
|
Accumulated |
|
|
Treasury Stock |
|
|
|
|
||||||||||||||
|
|
Shares |
|
|
Par Value |
|
|
Capital |
|
|
Income |
|
|
Deficit |
|
|
Shares |
|
|
Amount |
|
|
Total |
|
||||||||
Balance at January 1, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
|
|
|
$ |
( |
) |
|
$ |
|
||||||
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Currency translation adjustments, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Fair value adjustments of cash flow hedges, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Issuance of common stock upon exercise of stock options |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Issuance of common stock upon vesting of restricted stock units |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Tax withholding related to vesting of restricted stock units |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Issuance of common stock in connection with employee stock purchase plan |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Retirement of treasury stock |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
|
||
Balance at September 30, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
|
|
|
$ |
|
|
$ |
|
|||||||
|
|
For the Nine Months Ended September 30,2024 |
|
|||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
Additional |
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Common Stock |
|
|
Paid-In |
|
|
Comprehensive |
|
|
Accumulated |
|
|
Treasury Stock |
|
|
|
|
||||||||||||||
|
|
Shares |
|
|
Par Value |
|
|
Capital |
|
|
Income |
|
|
Deficit |
|
|
Shares |
|
|
Amount |
|
|
Total |
|
||||||||
Balance at January 1, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
|
|
|
$ |
( |
) |
|
|
|
||||||
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Currency translation adjustments, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Fair value adjustments of cash flow hedges, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Issuance of common stock upon exercise of stock options |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Issuance of common stock upon vesting of restricted stock units |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Tax withholding related to vesting of restricted stock units |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Repurchase of common stock |
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Balance at September 30, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
|
|
|
$ |
( |
) |
|
$ |
|
||||||
See the Notes to Unaudited Condensed Consolidated Financial Statements
7
Gogo Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
1. Basis of Presentation
The Business – Gogo Inc. (“Gogo,” the “Company,” “we,” “us,” or “our”) is the only multi-orbit, multi-band in-flight connectivity provider offering connectivity technology purpose-built for business and military/government aviation. The Company has a holistic approach of providing broadband connectivity services to its customers from small to large aircraft and heavy jets through the Company’s air-to-ground (“ATG”) technology and access to multiple satellite constellations, which aim to deliver consistent, global tip-to-tail connectivity with a suite of software, hardware, and advanced infrastructure supported by a 24/7/365 customer support team.
Segments – As a result of the Company’s acquisition of Satcom Direct, as described in Note 2, “Acquisition of Satcom Direct,” the Company initially had two reportable segments on December 3, 2024: the legacy pre-acquisition operations of the Company and the acquired entities of Satcom Direct. However, during the third quarter of 2025, the Company’s chief operating decision maker (“CODM”), who is the Chief Executive Officer, started making resource and operating decisions by evaluating the performance and business results of the consolidated company. As such, the Company has a single reportable segment as of September 30, 2025.
Basis of Presentation – The accompanying Unaudited Condensed Consolidated Financial Statements and notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in conformity with Article 10 of Regulation S-X promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements and should be read in conjunction with our annual audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the Securities and Exchange Commission (the “SEC”) on March 14, 2025 (the “2024 10-K”). These Unaudited Condensed Consolidated Financial Statements reflect, in the opinion of management, all material adjustments (which include normal recurring adjustments) necessary to fairly state, in all material respects, our financial position, results of operations and cash flows for the periods presented.
The results of operations and cash flows for the three- and nine-month periods ended September 30, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2025.
We had
Use of Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates the significant estimates and bases such estimates on historical experience and various other assumptions believed to be reasonable under the circumstances. However, actual results could differ materially from those estimates.
Recently Issued Accounting Pronouncements
The Company considers the applicability and impact of all Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). ASUs not listed below were assessed and determined to be either not applicable or expected to have minimal impact on our consolidated financial statements and related notes.
Accounting standards not yet adopted:
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures to enhance the transparency and decision usefulness of income tax disclosures, most notably in the tax rate reconciliation and income taxes paid. This guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted and the amendments should be applied on a prospective basis, with retrospective application permitted. As this guidance only impacts disclosures, we do not expect the adoption to have a material impact on our consolidated financial statements.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income (Subtopic 220-40): Disaggregation of Income Statement Expenses which requires disclosure about specific types of expenses included in the expense captions presented in the Consolidated Statements of Operations. This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted and the amendments should be applied on a prospective basis, however, retrospective application is permitted. We are currently evaluating the impact that this guidance will have upon our consolidated financial statements and related notes.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles-Goodwill and Other Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which details the criteria for capitalization of internal-use software costs. The ASU is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, and may be adopted on a prospective, modified, or retrospective transition approach, and early adoption is permitted. We are currently evaluating the impact that this guidance will have upon our consolidated financial statements and related notes.
8
Gogo Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
2. Acquisition of Satcom Direct
On December 3, 2024 (the “Closing”), the Company completed its acquisition of
In accordance with the terms of the Purchase Agreement, on the Closing, the Company purchased all of the issued and outstanding equity interests in Satcom Direct in exchange for: (i) an aggregate cash purchase amount of $
The following table summarizes the fair value of the Acquisition Consideration at Closing (in thousands):
Estimated Aggregate Acquisition Consideration |
|
|
|
|
Share consideration |
|
|
|
|
Common Stock issued per the Purchase Agreement |
|
|
|
|
Share price on December 2, 2024 |
|
|
|
|
Stock Consideration |
|
$ |
|
|
|
|
|
|
|
Cash Consideration |
|
$ |
|
|
Settlement of pre-existing relationship |
|
$ |
|
|
Estimated fair value of Earnout Consideration |
|
$ |
|
|
Preliminary fair value of estimated aggregate Acquisition Consideration |
|
$ |
|
|
The Company allocated the purchase price to the net identifiable tangible and intangible assets acquired and liabilities assumed based on their preliminary estimated fair values as of the date of acquisition using the acquisition method of accounting for business combinations. The excess of the purchase price over the estimated fair value of the net assets and liabilities was allocated to goodwill. The Company determined the preliminary estimated fair values after review and consideration of relevant information as of the Closing, including discounted cash flows, quoted market prices and estimates made by management. The fair values assigned to tangible and intangible assets acquired and liabilities assumed are preliminary based on management's estimates and assumptions and may be subject to change as additional information is received. During the nine-month period ended September 30, 2025, a measurement period adjustment was recorded to increase Goodwill by $
The following table summarizes the fair values of assets acquired and liabilities assumed as of the Closing based on the preliminary purchase price allocation and measurement period adjustments (in thousands):
9
Gogo Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
Preliminary Aggregate Purchase Price Allocation |
|
|
|
|
Preliminary fair value of estimated total Acquisition Consideration |
|
$ |
|
|
Assets acquired |
|
|
|
|
Cash and cash equivalents |
|
$ |
|
|
Accounts receivable, net of allowances |
|
|
|
|
Inventories |
|
|
|
|
Prepaid expenses and other current assets |
|
|
|
|
Assets held for sale |
|
|
|
|
Property and equipment, net |
|
|
|
|
Intangible assets, net |
|
|
|
|
Operating lease right-of-use assets |
|
|
|
|
Other non-current assets, net of allowances |
|
|
|
|
Deferred income taxes |
|
|
|
|
Total assets acquired |
|
$ |
|
|
Liabilities assumed |
|
|
|
|
Accounts payable |
|
|
|
|
Accrued liabilities |
|
|
|
|
Deferred revenue |
|
|
|
|
Non-current operating lease liabilities |
|
|
|
|
Other non-current liabilities |
|
|
|
|
Total liabilities assumed |
|
$ |
|
|
Net assets acquired |
|
$ |
|
|
Goodwill |
|
$ |
|
|
The allocation of the purchase price presented above was based on management's preliminary estimate of the fair values of the acquired assets and assumed liabilities using valuation techniques including income, cost and market approaches. These valuation techniques incorporate the use of future projected revenues and cash flows as well as estimated discount rates. Current and noncurrent assets and liabilities are valued at historical carrying values, which approximate fair value, except as described below. The fair value measurements discussed below were based on significant inputs that are not observable and thus represent a Level 3 measurement. Inventories were valued using a combination of the comparative sales method, which estimated the expected sales price of the products, reduced by all costs expected to be incurred to complete the inventory, as well as a profit on the sale and estimated replacement cost. Assets held for sale represent the main corporate facility of Satcom Direct and associated land in Melbourne, Florida. The Company expects to sell the assets within the next twelve months. Assets held for sale were valued using the income approach less the direct costs associated with selling the assets. Property and equipment, net were valued using a combination of the cost and market approaches. Customer relationships represent the fair value of future projected revenue that will be derived from sales of connectivity services and equipment to existing customers of Satcom Direct. Customer relationships were valued using the multi-period excess earnings method. This method of valuation reflects the present value of the projected cash flows that are expected to be generated by these existing customers less charges representing the contribution of other assets to those cash flows. Software and the tradename were valued under the relief from royalty method, which is equal to the present value of the after-tax royalty savings attributable to owning the software or tradename as opposed to paying a third party for its use. The estimated fair value of operating leases was determined based on current market terms, which resulted in a net unfavorable adjustment to the right-of-use asset. After assessing the preliminary fair value of the net assets acquired and liabilities assumed, the Company recorded goodwill of $
The following table summarizes the key information underlying identifiable finite lived intangible assets related to the Satcom Direct acquisition (in thousands):
10
Gogo Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
|
|
Weighted Average Estimated Useful Life (In Years) |
|
|
Estimated Fair Value |
|
||
Software |
|
|
|
|
$ |
|
||
Service customer relationships |
|
|
|
|
|
|
||
OEM customer relationships |
|
|
|
|
|
|
||
Tradename |
|
|
|
|
|
|
||
Total intangible assets |
|
|
|
|
|
|
||
Supplemental Pro-Forma Information (Unaudited)
The following table presents supplemental pro-forma information for the three- and nine-month periods ended September 30, 2024 as if the acquisition of Satcom Direct had occurred on January 1, 2023.
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||
(in thousands) |
|
September 30, 2024 |
|
|
September 30, 2024 |
|
||
Total revenue |
|
$ |
|
|
$ |
|
||
Net income |
|
$ |
|
|
$ |
|
||
3. Earnings Per Share
Basic and diluted earnings per share have been calculated using the weighted average number of common shares outstanding for the period. Diluted earnings per share was computed using the treasury stock method for stock-based compensation. Contingently issuable shares are only included in the diluted earnings per share computation once all necessary conditions have been satisfied.
The diluted earnings per share calculations exclude the effect of stock options, deferred stock units, performance stock units, restricted stock units and the potential Earnout Consideration when the computation is anti-dilutive. For the three- and nine-month periods ended September 30, 2025, the weighted average number of shares excluded from the computation was
11
Gogo Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
The following table sets forth the computation of basic and diluted earnings per share for the three- and nine-month periods ended September 30, 2025 and 2024 (in thousands, except per share amounts):
|
|
For the Three Months |
|
|
For the Nine Months |
|
||||||||||
Basic |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net income (loss) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Weighted average shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings (loss) per share - basic |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
For the Three Months |
|
|
For the Nine Months |
|
||||||||||
Diluted |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net income (loss) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Average shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Effect of dilutive securities - stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total weighted average diluted shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings (loss) per share - diluted |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
12
Gogo Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
4. Revenue Recognition
Remaining performance obligations
As of September 30, 2025, the aggregate amount of the transaction price in our contracts allocated to the remaining unsatisfied performance obligations (“RPO”) was approximately $
Disaggregation of revenue
The following table presents our revenue disaggregated by category (in thousands):
|
|
For the Three Months Ended September 30, |
|
|
For the Nine Months Ended September 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Service revenue by type |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Satellite broadband |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
ATG broadband |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Narrowband and other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total service revenue by type |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Service revenue by market |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Business aviation |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Military / Government |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total service revenue by market |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equipment revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Satellite broadband |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
ATG broadband |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Narrowband and other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total equipment revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Contract balances
Our current and non-current contract asset balances totaled $
Our current and non-current deferred revenue balances totaled $
5. Government Assistance
Federal Communications Commission (“FCC”) Reimbursement Program
On July 15, 2022, the Company was notified that it was approved for participation in the FCC Reimbursement Program, designed to reimburse providers of advanced communications services for reasonable costs incurred in the required removal, replacement, and disposal of covered communications equipment or services, that have been deemed to pose a national security risk, from their networks. Pursuant to the FCC Reimbursement Program, the FCC approved up to approximately $
13
Gogo Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
Program, approximately $
As of September 30, 2025 and December 31, 2024, we have recorded a $
The following are the deductions to the carrying value of asset balances in our Unaudited Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 (in thousands):
|
|
As of September 30, |
|
|
As of December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
Assets: |
|
|
|
|
|
|
||
Inventories |
|
$ |
( |
) |
|
$ |
( |
) |
Prepaids expenses and other current assets |
|
|
( |
) |
|
|
( |
) |
Property and equipment, net |
|
|
( |
) |
|
|
( |
) |
Intangible assets, net |
|
|
( |
) |
|
|
( |
) |
Other non-current assets |
|
|
( |
) |
|
|
( |
) |
Operating lease right-of-use assets |
|
|
( |
) |
|
|
|
|
The following are the increases to Net income in our Unaudited Condensed Consolidated Statements of Operations for the three- and nine-month periods ended September 30, 2025 and 2024 (in thousands):
|
|
For the Three Months |
|
|
For the Nine Months |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Service revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of service revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of equipment revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
||||
6. Composition of Certain Balance Sheet Accounts
Inventories consist primarily of telecommunications systems and parts and are recorded at the lower of average cost or net realizable value. We evaluate the need for write-downs associated with obsolete, slow-moving and nonsalable inventory by reviewing net realizable inventory values on a periodic basis.
Inventories as of September 30, 2025 and December 31, 2024 were as follows (in thousands):
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
Work-in-process component parts |
|
$ |
|
|
$ |
|
||
Finished goods |
|
|
|
|
|
|
||
Total inventory(1) |
|
$ |
|
|
$ |
|
||
(1)
14
Gogo Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
Prepaid expenses and other current assets as of September 30, 2025 and December 31, 2024 were as follows (in thousands):
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
Interest rate caps and receivable |
|
$ |
|
|
$ |
|
||
FCC reimbursement receivable(1) |
|
|
|
|
|
|
||
Contract assets(1) |
|
|
|
|
|
|
||
Prepaid inventories |
|
|
|
|
|
|
||
Tax indemnification receivable(2) |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total prepaid expenses and other current assets |
|
$ |
|
|
$ |
|
||
(1)
(2)
Property and equipment as of September 30, 2025 and December 31, 2024 were as follows (in thousands):
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
Office equipment, furniture, fixtures and other |
|
$ |
|
|
$ |
|
||
Leasehold improvements |
|
|
|
|
|
|
||
Land and buildings |
|
|
|
|
|
|
||
Network equipment(1) |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
Total property and equipment, net |
|
$ |
|
|
$ |
|
||
(1)
Other non-current assets as of September 30, 2025 and December 31, 2024 were as follows (in thousands):
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
Interest rate caps |
|
$ |
|
|
$ |
|
||
Contract assets, net of allowances of $ |
|
|
|
|
|
|
||
Revolving credit facility deferred financing costs |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total other non-current assets |
|
$ |
|
|
$ |
|
||
(1)
Accrued liabilities as of September 30, 2025 and December 31, 2024 were as follows (in thousands):
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
|
|
|
|
|
|
|
||
Earnout liability |
|
$ |
|
|
$ |
|
||
Employee compensation and benefits |
|
|
|
|
|
|
||
|
|
|
|
|
|
|||
Customer credit reserve |
|
|
|
|
|
|
||
Accrued inventory |
|
|
|
|
|
|
||
Network equipment |
|
|
|
|
|
|
||
Warranty reserve |
|
|
|
|
|
|
||
Taxes |
|
|
|
|
|
|
||
Accrued interest |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total accrued liabilities |
|
$ |
|
|
$ |
|
||
15
Gogo Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
7. Research and Development Costs
Expenditures for research and development are charged to expense as incurred and totaled $
8. Goodwill and Other Intangible Assets
Our intangible assets are comprised of both indefinite-lived and finite-lived intangible assets and goodwill. Intangible assets with indefinite lives are not amortized but are reviewed for impairment at least annually or whenever events or circumstances indicate the carrying value of the asset may not be recoverable. We perform our annual impairment test of our indefinite-lived intangible assets during the fourth quarter of each fiscal year, and the results from the test performed in the fourth quarter of 2024 indicated no impairment. We also reevaluate the useful life of indefinite-lived intangible assets each reporting period to determine whether events and circumstances continue to support an indefinite useful life.
Changes in the carrying value of goodwill were as follows (in thousands):
Balance at January 1, 2025 |
|
$ |
|
|
Measurement period adjustments |
|
|
|
|
Balance at September 30, 2025 |
|
$ |
|
Refer to Note 2, “Acquisition of Satcom Direct,” for further information on the 2025 change in goodwill.
Our intangible assets, other than goodwill, as of September 30, 2025 and December 31, 2024 were as follows (in thousands):
|
|
As of September 30, 2025 |
|
|
As of December 31, 2024 |
|
||||||||||||||||||
|
|
Gross |
|
|
Accumulated |
|
|
Net |
|
|
Gross |
|
|
Accumulated |
|
|
Net |
|
||||||
Amortized intangible assets(1): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Software |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Service customer relationships |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
OEM and dealer relationships |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Other |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Total amortized intangible assets |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Unamortized intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
FCC License |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
Total intangible assets |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
(1)
Amortization expense was $
Amortization expense for the remainder of 2025, each of the next four years and thereafter is estimated to be as follows (in thousands):
|
|
Amortization |
|
|
Years ending December 31, |
|
Expense |
|
|
2025 (period from October 1 to December 31) |
|
$ |
|
|
2026 |
|
$ |
|
|
2027 |
|
$ |
|
|
2028 |
|
$ |
|
|
2029 |
|
$ |
|
|
Thereafter |
|
$ |
|
|
Actual future amortization expense could differ from the estimated amount as a result of future investments and other factors.
16
Gogo Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
9. Long-Term Debt and Other Liabilities
Long-term debt as of September 30, 2025 and December 31, 2024 was as follows (in thousands):
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
2021 Term Loan Facility |
|
$ |
|
|
$ |
|
||
HPS Term Loan Facility |
|
|
|
|
|
|
||
Less: deferred financing costs |
|
|
( |
) |
|
|
( |
) |
Less: current portion of long-term debt |
|
|
( |
) |
|
|
( |
) |
Total long-term debt |
|
$ |
|
|
$ |
|
||
2021 Credit Agreement
On April 30, 2021, Gogo and Gogo Intermediate Holdings LLC (“GIH”) (a wholly owned subsidiary of Gogo) entered into a credit agreement (the “Original 2021 Credit Agreement,” and, as it may be amended, supplemented or otherwise modified from time to time, the “2021 Credit Agreement”) among Gogo, GIH, the lenders and issuing banks party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent, which provides for (i) a term loan credit facility (the “2021 Term Loan Facility”) in an aggregate principal amount of $
On December 3, 2024, Gogo and GIH entered into a second amendment to the 2021 Credit Agreement, by and among, Gogo, GIH, guarantors party thereto, Morgan Stanley Senior Funding, Inc., as administrative agent, and the lenders party thereto, among other purposes, (a) increase the aggregate principal amount of revolving commitments available under the 2021 Credit Agreement to an aggregate amount of revolving commitments equal to $
The 2021 Term Loan Facility amortizes in nominal quarterly installments equal to one percent of the aggregate initial principal amount thereof per annum, with the remaining balance payable upon final maturity of the 2021 Term Loan Facility. There are no amortization payments under the Revolving Facility.
The 2021 Term Loan Facility bears annual interest at a floating rate measured by reference to, at GIH’s option, either (i)
Loans outstanding under the Revolving Facility bear annual interest at a floating rate measured by reference to, at GIH’s option, either (i)
The 2021 Facilities may be prepaid at GIH’s option at any time without premium or penalty (other than customary breakage costs), subject to minimum principal payment amount requirements. On May 3, 2023, the Company prepaid $
Subject to certain exceptions and de minimis thresholds, the 2021 Term Loan Facility is subject to mandatory prepayments in an amount equal to:
17
Gogo Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
The 2021 Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants. The negative covenants include restrictions on, among other things: incurrence of indebtedness or issuance of disqualified equity interests; incurrence or existence of liens; consolidations or mergers; activities of Gogo and any subsidiary holding a license issued by the FCC; investments, loans, advances, guarantees or acquisitions; asset sales; dividends or other distributions on equity; purchase, redemption or retirement of capital stock; payment or redemption of certain junior indebtedness; entry into other agreements that restrict the ability to incur liens securing the 2021 Facilities; and amendment of organizational documents; in each case subject to customary exceptions.
The Revolving Facility includes a financial covenant set at a maximum senior secured first lien net leverage ratio of
The 2021 Credit Agreement contains customary events of default, which, if any of them occurred, would permit or require the principal, premium, if any, and interest on all of the then outstanding obligations under the 2021 Facilities to be due and payable immediately and the commitments under the Revolving Facility to be terminated.
The Revolving Facility is available for working capital and general corporate purposes of GIH and its subsidiaries and was undrawn as of September 30, 2025 and December 31, 2024.
As of both September 30, 2025 and December 31, 2024, the outstanding principal amount of the 2021 Term Loan Facility was $
We paid approximately $
On April 30, 2021, Gogo, GIH, and each direct and indirect wholly-owned U.S. restricted subsidiary of GIH (Gogo and such subsidiaries collectively, the “Guarantors”) entered into a guarantee agreement (the “Guarantee Agreement”) in favor of Morgan Stanley Senior Funding, Inc., as collateral agent (the “Collateral Agent”), whereby GIH and the Guarantors guarantee the obligations under the 2021 Facilities and certain other secured obligations as set forth in the Guarantee Agreement, and GIH and the Guarantors entered into a collateral agreement (the “Collateral Agreement”), in favor of the Collateral Agent, whereby GIH and the Guarantors grant a security interest in substantially all of their respective tangible and intangible assets (including the equity interests in each direct material wholly-owned U.S. restricted subsidiary owned by GIH or any Guarantor, and 65% of the equity interests in any non-U.S. subsidiary held directly by GIH or any Guarantor), subject to certain exceptions, to secure the obligations under the 2021 Facilities and certain other secured obligations as set forth in the Collateral Agreement. The liens granted under the 2021 Term Loan Facility are subject to an intercreditor agreement and are pari passu with the liens granted under the HPS Term Loan Facility (as defined below).
HPS Credit Agreement
On December 3, 2024, the Company and GIH entered into a credit agreement (the “HPS Credit Agreement” and together with the 2021 Credit Agreement, the “Credit Agreements”) with HPS Investment Partners, LLC, as the administrative agent, and the lenders party thereto, which provides for a term loan credit facility (the “HPS Term Loan Facility”) in an aggregate principal amount of $
The HPS Term Loan Facility bears annual interest at a floating rate measured by reference to, at the Company’s option, either (i) an adjusted term SOFR (subject to a floor of
18
Gogo Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
24 months following the closing of the HPS Credit Agreement, certain prepayments of the HPS Term Loan Facility are subject to a 1.00% prepayment premium), subject to minimum principal repayment amount requirements.
Subject to certain exceptions and de minimis thresholds, the HPS Term Loan Facility is subject to mandatory prepayments in an amount equal to:
The HPS Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants. The negative covenants include restrictions on, among other things: the incurrence of indebtedness or issuance of disqualified equity interests; the incurrence or existence of liens; consolidations or mergers; activities of the Company; the making of investments, loans, advances, guarantees or acquisitions; asset sales; the making of dividends or other distributions on equity; the purchase, redemption or retirement of capital stock; payment or redemption of certain junior indebtedness; activities of Federal Communications Commission license holders; entry into other agreements that restrict the ability to incur liens securing the HPS Term Loan Facility.
The HPS Credit Agreement contains customary events of default, which, if any of them occurred, would permit or require the principal, premium, if any, and interest on all of the then outstanding obligations under the HPS Term Loan Facility to be due and payable immediately.
As of September 30, 2025 and December 31, 2024, the outstanding principal amount of the HPS Term Loan Facility was $
We paid approximately $
On December 3, 2024, Gogo, GIH, and the Guarantors entered into a guarantee agreement (the “HPS Guarantee Agreement”) in favor of HPS Investment Partners, LLC, as collateral agent (the “HPS Collateral Agent”), whereby GIH and the Guarantors guarantee the obligations under the HPS Term Loan Facility and certain other secured obligations as set forth in the HPS Guarantee Agreement, and GIH and the Guarantors entered into a collateral agreement (the “HPS Collateral Agreement”), in favor of the Collateral Agent, whereby GIH and the Guarantors grant a security interest in substantially all of their respective tangible and intangible assets (including the equity interests in each direct material wholly-owned U.S. restricted subsidiary owned by GIH or any Guarantor, and 65% of the equity interests in any non-U.S. subsidiary held directly by GIH or any Guarantor), subject to certain exceptions, to secure the obligations under the HPS Term Loan Facility and certain other secured obligations as set forth in the HPS Collateral Agreement. The liens granted under the HPS Term Loan Facility are subject to an intercreditor agreement and are pari passu with the liens granted under the 2021 Term Loan Facility.
10. Derivative Instruments and Hedging Activities
We are exposed to interest rate risk on our variable rate borrowings. We currently use interest rate caps to manage our exposure to interest rate changes, and have designated these interest rate caps as cash flow hedges for accounting purposes. Accordingly, the earnings impact of the derivatives designated as cash flow hedges is recorded upon the recognition of the variable interest payments related to the hedged debt.
In May 2021, we purchased interest rate caps with an aggregate notional amount of $
19
Gogo Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
The notional amounts, strike rates and end dates of the cap agreements are as follows (notional amounts in thousands):
Start Date |
|
End Date |
|
Notional |
|
|
Strike Rate |
|
||
|
|
$ |
|
|
|
% |
||||
|
|
|
|
|
|
% |
||||
|
|
|
|
|
|
% |
||||
|
|
|
|
|
|
% |
||||
|
|
|
|
|
|
% |
||||
We record the effective portion of changes in the fair value of our cash flow hedges to other comprehensive income (loss), net of tax, and subsequently reclassify these amounts into earnings in the period during which the hedged transaction is recognized. The amounts included in accumulated other comprehensive income (loss) will be reclassified to interest expense in the event the hedges are no longer considered effective, in accordance with ASC 815, Derivatives and Hedging.
For the three-month period ended September 30, 2025, we recorded a decrease in fair value on the interest rate caps of $
When derivatives are used, we are exposed to credit loss in the event of non-performance by the counterparties; however, non-performance is not anticipated. ASC 815, Derivatives and Hedging, requires companies to recognize all derivative instruments as either assets or liabilities at fair value in the balance sheet. The fair values of the interest rate derivatives are based on quoted market prices for similar instruments from commercial banks (based on significant observable inputs - Level 2 inputs).
The following table presents the fair value of our interest rate derivatives included in the Unaudited Condensed Consolidated Balance Sheets for the periods presented (in thousands):
|
|
|
|
September 30, |
|
|
December 31, |
|
||
Derivatives designated as hedging instruments |
|
Balance sheet location |
|
2025 |
|
|
2024 |
|
||
Current portion of interest rate caps |
|
Prepaid expenses and other current assets |
|
$ |
|
|
$ |
|
||
Non-current portion of interest rate caps |
|
Other non-current assets |
|
$ |
|
|
$ |
|
||
Fair Value Measurement
Our derivative assets and liabilities consist principally of interest rate caps, which are carried at fair value based on significant observable inputs (Level 2 inputs). Derivatives entered into by us are typically executed over-the-counter and are valued using discounted cash flows along with fair value models that primarily use market observable inputs. These models take into account a variety of factors including, where applicable, maturity, interest rate yield curves, and counterparty credit risks.
20
Gogo Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
11. Interest Costs
We capitalize a portion of our interest on funds borrowed during the active construction period of major capital projects. Capitalized interest is added to the cost of the underlying assets and amortized over the useful lives of the assets.
The following is a summary of our interest costs for the three- and nine-month periods ended September 30, 2025 and 2024 (in thousands):
|
|
For the Three Months |
|
|
For the Nine Months |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Interest costs charged to expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Amortization of deferred financing costs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of the purchase price of interest rate caps |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate cap benefit |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Accretion of debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
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|
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|
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|
||||
Interest costs capitalized to property and equipment |
|
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|
||||
Interest costs capitalized to software |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total interest costs |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
12. Fair Value of Financial Assets and Liabilities
A three-tier fair value hierarchy has been established which prioritizes the inputs used in measuring fair value. These tiers include:
Refer to Note 10, “Derivative Instruments and Hedging Activities,” for fair value information relating to our interest rate caps.
Investment in Convertible Note:
On February 26, 2024, Gogo invested $
The fair value of the Investment in Convertible Note is measured using Level 3 (unobservable) inputs. The Company, with the assistance of a third-party valuation specialist, determined the fair value using a binomial lattice model. The significant assumptions used in the model include the yield, equity volatility, outstanding principal, remaining term, stated interest rate, risk-free interest rate and the current publicly available stock price. The yield is estimated using similar security yields for companies with similar credit ratings. Equity volatility is estimated based on observed equity volatility for similar companies. The outstanding principal, remaining term and stated interest rate are all determined based on contractually defined terms and the risk-free interest rate is determined by
21
Gogo Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
reference to the U.S. Treasury yield curve in effect at the time of measurement for time periods approximately equal to the remaining time to maturity.
The Investment in Convertible Note is included in Prepaid and other current assets on our Unaudited Condensed Consolidated Balance Sheets as of September 30, 2025 and
|
|
For the Three Months |
|
|
For the Nine Months |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Balance at beginning of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Investment |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Change in fair value |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Balance at end of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Long-Term Debt:
As of September 30, 2025 and December 31, 2024, our only financial assets and liabilities disclosed but not measured at fair value are the 2021 Term Loan Facility and the HPS Term Loan Facility, which are reflected on the consolidated balance sheets at cost. The fair value measurements are classified as Level 2 within the fair value hierarchy since they are based on quoted market prices of our instruments in markets that are not active. We estimated the fair values of the 2021 Term Loan Facility and the HPS Term Loan Facility by calculating the upfront cash payments a market participant would require to assume these obligations. The upfront cash payments used in the calculations of fair values on our Unaudited Condensed Consolidated Balance Sheets, excluding any issuance costs, are the amounts that a market participant would be willing to lend at such date to an entity with a credit rating similar to ours and that would allow such an entity to achieve sufficient cash inflows to cover the scheduled cash outflows under the 2021 Term Loan Facility and HPS Term Loan Facility.
The fair value and carrying value of long-term debt as of September 30, 2025 and December 31, 2024 were as follows (in thousands):
|
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||||||||
|
|
Fair Value (1) |
|
Carrying |
|
|
Fair Value (1) |
|
Carrying |
|
||||
2021 Term Loan Facility |
|
$ |
|
$ |
(2) |
|
$ |
|
$ |
(2) |
||||
HPS Term Loan Facility |
|
|
|
|
(3) |
|
|
|
|
(3) |
||||
13. Business Segment
The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer (“CEO”). The CODM makes resource and operating decisions by evaluating performance and business results of the consolidated company. As a result, the Company has a single reportable segment, with net income (loss) utilized as the performance measure.
As of September 30, 2025 and December 31, 2024, the balance of total consolidated assets was $
14. Income Tax
The effective income tax rates for the three- and nine-month periods ended September 30, 2025 were (
22
Gogo Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
offset by tax benefits related to domestic research and development tax credits. For the three-month period ended September 30, 2024, our effective income tax rate was lower than the U.S. federal statutory rate of
We regularly assess the need for a valuation allowance related to our deferred income tax assets to determine, based on the weight of all available positive and negative evidence, whether it is more likely than not that some or all of such deferred assets will not be realized. In our assessments, the Company considers recent financial operating results, the scheduled expiration of our net operating losses, future taxable income, the reversal of existing taxable differences, and tax planning strategies. The remaining valuation allowance is still required for deferred tax assets related to foreign net operating losses and capital loss carryforwards as it is more likely than not as of September 30, 2025 that these deferred tax assets will not be realized.
We are subject to taxation and file income tax returns in the United States, various states, and several foreign jurisdictions including, but not limited to, Canada, Switzerland, United Kingdom, Australia, Brazil and Singapore. With a few exceptions, as of September 30, 2025, we are no longer subject to U.S. federal, state, local or foreign examinations by tax authorities for years before 2021.
We record penalties and interest relating to uncertain tax positions in the income tax provision line item in the Unaudited Condensed Consolidated Statements of Operations.
On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was signed into law. This legislation includes changes to U.S. federal tax law, which may be subject to further clarification and the issuance of interpretive guidance. We are assessing the legislation and its effect on our consolidated financial statements. Currently, however, we do not anticipate the provisions of the OBBBA will have a material impact on our effective income tax rate.
15. Stock-Based Compensation and Retirement Plans
Stock-Based Compensation — As of September 30, 2025, we maintained the 2024 Omnibus Equity Incentive Plan (the “2024 Plan”). The 2024 Plan provides for the grant of both equity and cash awards, including non-qualified stock options, incentive stock options, stock appreciation rights, performance awards (shares and units), restricted stock, restricted stock units (“RSUs”), deferred share units and other stock-based awards and dividend equivalents to eligible employees, directors and consultants, as determined by the Compensation Committee of our Board of Directors. See Note 14, “Stock-Based Compensation and 401(k) Plan,” in our 2024 10-K for further information regarding the 2024 Plan. The majority of our equity grants are awarded on an annual basis.
Additionally, in connection with the Company’s acquisition of Satcom Direct on December 3, 2024,
For the nine-month period ended September 30, 2025,
For the nine-month period ended September 30, 2025,
For the nine-month period ended September 30, 2025,
For the nine-month period ended September 30, 2025,
23
Gogo Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
The following is a summary of our stock-based compensation expense by operating expense line in the Unaudited Condensed Consolidated Statements of Operations (in thousands):
|
|
For the Three Months |
|
|
For the Nine Months |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Cost of service revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cost of equipment revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Engineering, design and development |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales and marketing |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total stock-based compensation expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Retirement Plans — We have a 401(k) plan for U.S.-based employees, as well as various defined contribution plans for international employees. Eligible U.S. employees may make tax-deferred contributions under the 401(k) plan, subject to Internal Revenue Service limitations. We match contributions towards the 401(k) plan and international defined contribution plans, subject to annual limitations. Our matching contributions were $
16. Leases
Operating and Financing Leases — We determine whether a contract contains a lease at contract inception and calculate the lease liability and right-of-use asset using our incremental borrowing rate. We have operating lease agreements primarily related to cell sites, data centers, satellites and office buildings. Our cell site leases generally have terms of to
The following is a summary of our lease expense included in the Unaudited Condensed Consolidated Statements of Operations (in thousands):
|
|
For the Three Months |
|
|
For the Nine Months |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Operating lease cost(1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Financing lease cost: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of leased assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest on lease liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total lease cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
24
Gogo Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
(1) Includes short-term and variable lease cost.
Other information regarding our leases is as follows (in thousands, except lease terms and discount rates):
|
|
For the Nine Months |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Supplemental cash flow information |
|
|
|
|
|
|
||
Cash paid for amounts included in measurement of lease liabilities: |
|
|
|
|
|
|
||
Operating cash flows used in operating leases |
|
$ |
|
|
$ |
|
||
Operating cash flows used in financing leases |
|
$ |
|
|
$ |
|
||
Financing cash flows used in financing leases |
|
$ |
|
|
$ |
|
||
Non-cash items: |
|
|
|
|
|
|
||
Operating leases obtained |
|
$ |
|
|
$ |
|
||
Financing leases obtained |
|
$ |
|
|
$ |
|
||
Weighted average remaining lease term |
|
|
|
|
|
|
||
Operating leases |
|
|
|
|
||||
Financing leases |
|
|
|
|
||||
Weighted average discount rate |
|
|
|
|
|
|
||
Operating leases |
|
|
% |
|
|
% |
||
Financing leases |
|
|
% |
|
|
% |
||
Annual future minimum lease payments as of September 30, 2025 (in thousands):
Years ending December 31, |
|
Operating |
|
|
Financing |
|
||
2025 (period from October 1 to December 31) |
|
$ |
|
|
$ |
|
||
2026 |
|
|
|
|
|
|
||
2027 |
|
|
|
|
|
|
||
2028 |
|
|
|
|
|
|
||
2029 |
|
|
|
|
|
|
||
Thereafter |
|
|
|
|
|
|
||
Total future minimum lease payments |
|
|
|
|
|
|
||
Less: Amount representing interest |
|
|
( |
) |
|
|
( |
) |
Present value of net minimum lease payments |
|
$ |
|
|
$ |
|
||
Reported as of September 30, 2025 |
|
|
|
|
|
|
||
Accrued liabilities |
|
$ |
|
|
$ |
|
||
Non-current operating lease liabilities |
|
|
|
|
|
|
||
Other non-current liabilities |
|
|
|
|
|
|
||
Total lease liabilities |
|
$ |
|
|
$ |
|
||
17. Commitments and Contingencies
Contractual Commitments – We have agreements with various vendors under which we have remaining commitments to purchase hardware components and development services. Such commitments will become payable as we receive the hardware components, or as development services are provided.
On May 17, 2024, Airspan Networks Holdings Inc. (“Airspan”) filed a plan supplement to its Joint Prepackaged Chapter 11 Plan of Reorganization, Case No. 24-10621 (the “Plan”), whereby the Company and Fortress Credit Corp. (“Fortress”) agreed in principle to each provide fifty percent (50%) of a new first lien revolving facility in an aggregate committed principal amount of $
The Company accrued a contingent liability of $
25
Gogo Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
Company believes that the reserve represents the best current estimate of any potential liability in state and local taxes, there can be no assurance that the outcome of discussions with any state taxing authority will not result in the payment of state sales taxes for prior periods, or that the amount of any such payments will not be materially different than the liability currently recorded. Pursuant to the terms of the Purchase Agreement, as of September 30, 2025 and December 31, 2024 the Company has accrued a $
SmartSky Litigation – On February 28, 2022, SmartSky Networks, LLC (“SmartSky”) brought suit against Gogo Inc. and its subsidiary Gogo Business Aviation LLC in the U.S. District Court for the District of Delaware (the “Court”) alleging that Gogo 5G infringes four patents owned by the plaintiff. On February 21, 2023, the plaintiff amended its complaint to allege that Gogo 5G infringes two additional patents recently issued to the plaintiff. The suit seeks compensatory damages as well as treble damages for alleged willful infringement and reimbursement of plaintiff's costs, disbursements and attorneys' fees. On May 29, 2024, Gogo Inc. and its subsidiary Gogo Business Aviation LLC amended their answer and counterclaims in the same suit, alleging that three of the six patents asserted by SmartSky are unenforceable due to inequitable conduct before the U.S. Patent Office. A trial date has been scheduled for November 17, 2025. Claim construction proceedings, fact discovery and expert discovery are completed. A number of dispositive motions were filed on October 25, 2024, and Orders have been issued resolving those motions. SmartSky’s motions were denied. Gogo’s motion for summary judgment of invalidity on one of SmartSky’s asserted patents was granted. The Court has also granted Gogo’s motion for summary judgment of no lost profits and Gogo’s motion to exclude SmartSky’s damages expert’s opinions on lost profits and reasonable royalty damages. We continue to vigorously defend our position in the infringement suit. The outcome of the underlying litigation is inherently uncertain. No amounts have been accrued for any potential losses under this matter, as we cannot reasonably predict the outcome of the litigation or any potential losses.
On March 5, 2024, Gogo Inc. and its subsidiary Gogo Business Aviation LLC filed counterclaims in the same suit, alleging that SmartSky’s ATG network, Flagship equipment, and LITE ATG equipment infringe three patents owned by Gogo. Gogo’s counterclaim suit seeks an unspecified amount of compensatory damages as well as reimbursement of Gogo's costs and attorneys' fees. On April 10, 2024, the Court held that Gogo's counterclaims would proceed under a separate schedule and would be tried separately from SmartSky's claims. The court entered a scheduling order for Gogo’s counterclaims on January 14, 2025 with a trial date of March 8, 2027.
On December 16, 2024, SmartSky sued Gogo Inc. and its subsidiaries alleging that Gogo maintains an illegal monopoly over air-to-ground broadband inflight connectivity products and services and has blocked SmartSky from entering the market in violation of antitrust laws. SmartSky also alleges claims of false advertising, unfair and deceptive trade practices, and tortious interference. The suit seeks actual damages, treble damages, punitive damages, disgorgement of profits, reimbursement of plaintiff's costs, attorneys' fees, pre- and post-judgment interest, and interest on actual damages. On March 14, 2025, Gogo Inc. and its subsidiary Gogo Business Aviation LLC filed a motion to dismiss for failure to state a claim. We will vigorously defend our position in this lawsuit. The outcome of the litigation is inherently uncertain. No amounts have been accrued for any potential losses under this matter, as we cannot reasonably predict the outcome of the litigation or any potential losses.
From time to time we may become involved in legal proceedings arising in the ordinary course of our business. We cannot predict with certainty the outcome of any litigation or the potential for future litigation. With respect to such legal proceedings, we accrue a loss when it is probable and its amount can be reasonably estimated. Regardless of the outcome of any particular litigation and the merits of any particular claim, litigation can have a material adverse impact on our Company due to, among other reasons, any injunctive relief granted, which could inhibit our ability to operate our business, amounts paid as damages or in settlement of any such matter, diversion of management resources and defense costs.
18. Accumulated Other Comprehensive Income (Loss)
The following is a summary of changes in accumulated other comprehensive income (loss) by component (in thousands):
|
|
|
|
|
Change in |
|
|
|
|
|||
|
|
Currency |
|
|
Fair Value of |
|
|
|
|
|||
|
|
Translation |
|
|
Cash Flow |
|
|
|
|
|||
|
|
Adjustment |
|
|
Hedges |
|
|
Total |
|
|||
Balance at January 1, 2025 |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||
Other comprehensive income (loss) before reclassifications |
|
|
|
|
|
( |
) |
|
|
|
||
Less: income realized and reclassified to earnings |
|
|
|
|
|
|
|
|
|
|||
Net current period comprehensive income (loss) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Balance at September 30, 2025 |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||
26
Gogo Inc. and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements – (Continued)
|
|
|
|
|
Change in |
|
|
|
|
|||
|
|
Currency |
|
|
Fair Value of |
|
|
|
|
|||
|
|
Translation |
|
|
Cash Flow |
|
|
|
|
|||
|
|
Adjustment |
|
|
Hedges |
|
|
Total |
|
|||
Balance at January 1, 2024 |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||
Other comprehensive income (loss) before reclassifications |
|
|
( |
) |
|
|
|
|
|
|
||
Less: income realized and reclassified to earnings |
|
|
|
|
|
|
|
|
|
|||
Net current period comprehensive income (loss) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance at September 30, 2024 |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||
27
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this Quarterly Report on Form 10-Q may constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements regarding our industry, business strategy, acquisitions, plans, goals and expectations concerning our market position, international expansion, future technologies, future operations, margins, profitability, future efficiencies, capital expenditures, liquidity and capital resources and other financial and operating information. When used in this discussion, the words “anticipate,” “assume,” “believe,” “budget,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “future” and the negative of these or similar terms and phrases are intended to identify forward-looking statements in this Quarterly Report on Form 10-Q.
Forward-looking statements reflect our current expectations regarding future events, results or outcomes. These expectations may or may not be realized. Although we believe the expectations reflected in the forward-looking statements are reasonable, we can give you no assurance these expectations will prove to have been correct. Some of these expectations may be based upon assumptions, data or judgments that prove to be incorrect. Actual events, results and outcomes may differ materially from our expectations due to a variety of known and unknown risks, uncertainties and other factors. Although it is not possible to identify all of these risks and factors, they include, among others, the following:
28
Any one of these factors or a combination of these factors could materially affect our financial condition or future results of operations and could influence whether any forward-looking statements contained in this Quarterly Report on Form 10-Q ultimately prove to be accurate. Our forward-looking statements are not guarantees of future performance, and you should not place undue reliance on them. All forward-looking statements speak only as of the date made and unless required by law we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
In addition, while we do, from time to time, communicate with securities analysts, it is against our policy to disclose to them any material non-public information or other confidential information. Accordingly, stockholders should not assume that we agree with any statement or report issued by any analyst irrespective of the content of the statement or report. Thus, to the extent that reports issued by securities analysts contain any projections, forecasts, or opinions, such reports are not our responsibility.
29
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis is intended to help the reader understand our business, financial condition, results of operations, liquidity and capital resources. You should read this discussion in conjunction with our unaudited condensed consolidated interim financial statements and the related notes contained elsewhere in this Quarterly Report on Form 10-Q. Unless the context otherwise indicates or requires, the terms “we,” “our,” “us,” “Gogo,” and the “Company,” as used in this Quarterly Report on Form 10-Q, refer to Gogo Inc. and its directly and indirectly owned subsidiaries as a combined entity, except where otherwise stated or where it is clear that the terms refer only to Gogo Inc. exclusive of its subsidiaries.
The statements in this discussion regarding industry outlook, our expectations regarding our future performance, liquidity and capital resources and other non-historical statements in this discussion are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described under “Risk Factors” in the 2024 10-K. Our actual results may differ materially from those contained in or implied by any forward-looking statements.
Our fiscal year ends December 31 and, unless otherwise noted, references to “years” or “fiscal” are for fiscal years ended December 31. See “— Results of Operations.”
Company Overview
The Company’s acquisition of Satcom Direct, as described in Note 2, “Acquisition of Satcom Direct,” created a combined organization which currently is the only multi-orbit, multi-band in-flight connectivity provider offering connectivity technology purpose-built for business and military/government aviation. The transaction united two industry-leading brands, creating a product portfolio that offers best-in-class solutions for small to large aircraft and heavy jets. As a combined organization, the Company has a holistic approach of providing broadband connectivity services to its customers through Gogo’s air-to-ground (“ATG”) technology and access to multiple satellite constellations aiming to deliver consistent, global tip-to-tail connectivity with a suite of software, hardware, and advanced infrastructure supported by a 24/7/365 customer support team.
Change in Reportable Segments
As a result of the Company’s acquisition of Satcom Direct, the Company initially had two reportable segments on December 3, 2024: the legacy pre-acquisition operations of the Company and the acquired entities of Satcom Direct. However, during the third quarter of 2025, the Company’s chief operating decision maker (“CODM”), who is the Chief Executive Officer, started making resource and operating decisions by evaluating the performance and business results of the consolidated company. As such, the Company has a single reportable segment as of September 30, 2025.
Factors and Trends Affecting Our Results of Operations
We believe that our operating and business performance is driven by various factors that affect the business and military/government aviation industries, including trends affecting the travel industry and trends affecting the customer bases that we target, as well as factors that affect wireless Internet service providers and general macroeconomic factors. Key factors that may affect our future performance include:
30
Key Operating Metrics
Our management regularly reviews financial and operating metrics, including the following key operating metrics, to evaluate the performance of our business and our success in executing our business plan, make decisions regarding resource allocation and corporate strategies, and evaluate forward-looking projections.
|
|
For the Three Months |
|
|
For the Nine Months |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Aircraft online (at period end) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
ATG AVANCE |
|
|
4,890 |
|
|
|
4,379 |
|
|
|
4,890 |
|
|
|
4,379 |
|
Gogo Biz |
|
|
1,639 |
|
|
|
2,637 |
|
|
|
1,639 |
|
|
|
2,637 |
|
Total ATG |
|
|
6,529 |
|
|
|
7,016 |
|
|
|
6,529 |
|
|
|
7,016 |
|
GEO aircraft online |
|
|
1,343 |
|
|
|
11 |
|
|
|
1,343 |
|
|
|
11 |
|
Average monthly connectivity service revenue per ATG aircraft online |
|
$ |
3,407 |
|
|
$ |
3,497 |
|
|
$ |
3,435 |
|
|
$ |
3,474 |
|
ATG units sold |
|
|
437 |
|
|
|
214 |
|
|
|
1,159 |
|
|
|
703 |
|
31
Key Components of Consolidated Statements of Operations
There have been no material changes to our key components of Unaudited Condensed Consolidated Statements of Operations as described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) in our 2024 10-K.
Critical Accounting Estimates
Our discussion and analysis of our financial condition and results of operations are based on our Unaudited Condensed Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of our Unaudited Condensed Consolidated Financial Statements and related disclosures requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and related exposures. We base our estimates and assumptions on historical experience and other factors that we believe to be reasonable under the circumstances. In some instances, we could reasonably use different accounting estimates, and in some instances, actual results could differ significantly from our estimates. We evaluate our estimates and assumptions on an ongoing basis. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected.
We believe that the assumptions and estimates associated with the fair value of service customer relationships and software acquired in the acquisition of Satcom Direct have the greatest potential impact on and are the most critical to fully understanding and evaluating our reported financial results, and that they require our most difficult, subjective or complex judgments.
There have been no material changes to our critical accounting estimates described in the MD&A in our 2024 10-K.
Recent Accounting Pronouncements
See Note 1, “Basis of Presentation,” to our Unaudited Condensed Consolidated Financials Statements for additional information.
32
Results of Operations
The following tables set forth, for the periods presented, certain data from our Unaudited Condensed Consolidated Statements of Operations. The information contained in the table below should be read in conjunction with our Unaudited Condensed Consolidated Financial Statements and related notes.
Gogo Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Operations
(in thousands)
|
|
For the Three Months |
|
|
For the Nine Months |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Service revenue |
|
$ |
189,956 |
|
|
$ |
81,857 |
|
|
$ |
582,533 |
|
|
$ |
245,459 |
|
Equipment revenue |
|
|
33,629 |
|
|
|
18,672 |
|
|
|
97,397 |
|
|
|
61,451 |
|
Total revenue |
|
|
223,585 |
|
|
|
100,529 |
|
|
|
679,930 |
|
|
|
306,910 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of service revenue (exclusive of amounts shown below) |
|
|
91,593 |
|
|
|
19,051 |
|
|
|
277,023 |
|
|
|
55,793 |
|
Cost of equipment revenue (exclusive of amounts shown below) |
|
|
31,032 |
|
|
|
15,165 |
|
|
|
88,039 |
|
|
|
47,383 |
|
Engineering, design and development |
|
|
15,681 |
|
|
|
9,759 |
|
|
|
42,078 |
|
|
|
29,279 |
|
Sales and marketing |
|
|
13,464 |
|
|
|
8,551 |
|
|
|
42,415 |
|
|
|
25,870 |
|
General and administrative |
|
|
27,858 |
|
|
|
24,917 |
|
|
|
86,010 |
|
|
|
61,416 |
|
Depreciation and amortization |
|
|
15,214 |
|
|
|
4,015 |
|
|
|
44,474 |
|
|
|
11,743 |
|
Total operating expenses |
|
|
194,842 |
|
|
|
81,458 |
|
|
|
580,039 |
|
|
|
231,484 |
|
Operating income |
|
|
28,743 |
|
|
|
19,071 |
|
|
|
99,891 |
|
|
|
75,426 |
|
Other expense (income): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income |
|
|
(1,479 |
) |
|
|
(2,419 |
) |
|
|
(3,251 |
) |
|
|
(6,587 |
) |
Interest expense |
|
|
17,681 |
|
|
|
9,670 |
|
|
|
50,650 |
|
|
|
26,193 |
|
Change in fair value of earnout liability |
|
|
15,000 |
|
|
|
— |
|
|
|
18,900 |
|
|
|
— |
|
Other expense (income), net |
|
|
(1,896 |
) |
|
|
(332 |
) |
|
|
(1,811 |
) |
|
|
1,286 |
|
Total other expense |
|
|
29,306 |
|
|
|
6,919 |
|
|
|
64,488 |
|
|
|
20,892 |
|
Income (loss) before income taxes |
|
|
(563 |
) |
|
|
12,152 |
|
|
|
35,403 |
|
|
|
54,534 |
|
Income tax provision |
|
|
1,367 |
|
|
|
1,522 |
|
|
|
12,484 |
|
|
|
12,575 |
|
Net income (loss) |
|
$ |
(1,930 |
) |
|
$ |
10,630 |
|
|
$ |
22,919 |
|
|
$ |
41,959 |
|
33
Three and Nine Months Ended September 30, 2025 and 2024
Below is a discussion of changes in the results in operations for the three- and nine-month periods ended September 30, 2025 and 2024. The acquisition of Satcom Direct was completed in the fourth quarter of 2024 and as a result, there is no meaningful prior period comparison point.
Revenue:
Revenue and percent change for the three- and nine-month periods ended September 30, 2025 and 2024 were as follows (in thousands, except for percent change):
|
|
For the Three Months |
|
|
% Change |
|
|
For the Nine Months |
|
|
% Change |
|
||||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 over 2024 |
|
|
2025 |
|
|
2024 |
|
|
2025 over 2024 |
|
||||||
Service revenue |
|
$ |
189,956 |
|
|
$ |
81,857 |
|
|
|
132.1 |
% |
|
$ |
582,533 |
|
|
$ |
245,459 |
|
|
|
137.3 |
% |
Equipment revenue |
|
|
33,629 |
|
|
|
18,672 |
|
|
|
80.1 |
% |
|
|
97,397 |
|
|
|
61,451 |
|
|
|
58.5 |
% |
Total revenue |
|
$ |
223,585 |
|
|
$ |
100,529 |
|
|
|
122.4 |
% |
|
$ |
679,930 |
|
|
$ |
306,910 |
|
|
|
121.5 |
% |
Total revenue increased to $223.6 million and $679.9 million, respectively, for the three- and nine-month periods ended September 30, 2025, as compared with $100.5 million and $306.9 million, respectively, for the prior-year periods.
Service revenue increased to $190.0 million and $582.5 million, respectively, for the three- and nine-month periods ended September 30, 2025, as compared with $81.9 million and $245.5 million, respectively, for the prior-year periods due to the current-year periods including service revenue earned as a result of the acquisition of Satcom Direct.
Equipment revenue increased to $33.6 million and $97.4 million, respectively, for the three- and nine-month periods ended September 30, 2025, as compared with $18.7 million and $61.5 million, respectively, for the prior-year periods due to the current-year periods including equipment revenue earned as a result of the acquisition of Satcom Direct.
We expect service revenue to decline in the near term as a result of the expected decline in ATG services sold and increase in the future as additional aircraft come online after the launch of Gogo 5G and Gogo Galileo. We expect equipment revenue to increase in the future driven by growth in sales of Gogo 5G and Gogo Galileo units.
Cost of Revenue:
Cost of revenue and percent change for the three- and nine-month periods ended September 30, 2025 and 2024 were as follows (in thousands, except for percent change):
|
|
For the Three Months |
|
|
% Change |
|
|
For the Nine Months |
|
|
% Change |
|
||||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 over 2024 |
|
|
2025 |
|
|
2024 |
|
|
2025 over 2024 |
|
||||||
Cost of service revenue |
|
$ |
91,593 |
|
|
$ |
19,051 |
|
|
|
380.8 |
% |
|
$ |
277,023 |
|
|
$ |
55,793 |
|
|
|
396.5 |
% |
Cost of equipment revenue |
|
$ |
31,032 |
|
|
$ |
15,165 |
|
|
|
104.6 |
% |
|
$ |
88,039 |
|
|
$ |
47,383 |
|
|
|
85.8 |
% |
Cost of service revenue increased 380.8% and 396.5% to $91.6 million and $277.0 million, respectively, for the three- and nine-month periods ended September 30, 2025, as compared with $19.1 million and $55.8 million for the prior-year periods due to the current-year periods including cost of service revenue as a result of the acquisition of Satcom Direct.
Cost of equipment revenue increased 104.6% and 85.8% to $31.0 million and $88.0 million, respectively, for the three-month period ended September 30, 2025, as compared with $15.2 million and $47.4 million, respectively, for the prior-year periods due to the current-year periods including cost of equipment revenue as a result of the acquisition of Satcom Direct.
We expect that our cost of equipment revenue will increase with growth in units sold, including Gogo 5G and Gogo Galileo units, following the launch of those products.
Engineering, Design and Development Expenses:
Engineering, design and development expenses increased 60.7% and 43.7% to $15.7 million and $42.1 million, respectively, for the three- and nine-month periods ended September 30, 2025, as compared with $9.8 million and $29.3 million, respectively, for the prior-year periods as a result of the acquisition of Satcom Direct.
We expect engineering, design and development expenses as a percentage of service revenue to decrease, driven by Gogo Galileo development costs and Gogo 5G program spend nearing completion.
34
Sales and Marketing Expenses:
Sales and marketing expenses increased 57.5% and 64.0% to $13.5 million and $42.4 million, respectively, for the three- and nine-month periods ended September 30, 2025, as compared with $8.6 million and $25.9 million, respectively, for the prior-year periods as a result of the acquisition of Satcom Direct.
We expect sales and marketing expenses as a percentage of service revenue to increase in the near term and remain relatively steady in the long term after the launch and market adoption of the Gogo 5G and Gogo Galileo offerings.
General and Administrative Expenses:
General and administrative expenses increased 11.8% and 40.0% to $27.9 million and $86.0 million, respectively, for the three- and nine-month periods ended September 30, 2025, as compared with $24.9 million and $61.4 million, respectively, for the prior-year periods. The increase for the three-month period is due to the acquisition of Satcom Direct. The increase for the nine-month period is due to the acquisition of Satcom Direct of $14.8 million and an increase in personnel costs of $10.8 million, partially offset by a decrease in legal fees of $6.2 million.
We expect general and administrative expenses as a percentage of service revenue to decrease over time as acquisition and integration activities complete.
Depreciation and Amortization:
Depreciation and amortization expense increased 278.9% and 278.7% to $15.2 million and $44.5 million, respectively, for the three- and nine-month periods ended September 30, 2025, as compared with $4.0 million and $11.7 million, respectively, for the prior-year periods due to amortization expense related to intangible assets obtained in the acquisition of Satcom Direct.
We expect that our depreciation and amortization expense will increase in the future as we launch our Gogo 5G network.
Other Expense (Income):
Other expense (income) and percent change for the three- and nine-month periods ended September 30, 2025 and 2024 were as follows (in thousands, except for percent change):
|
|
For the Three Months |
|
|
% Change |
|
||||||
|
|
2025 |
|
|
2024 |
|
|
2025 over 2024 |
|
|||
Interest income |
|
$ |
(1,479 |
) |
|
$ |
(2,419 |
) |
|
|
(38.9 |
)% |
Interest expense |
|
|
17,681 |
|
|
|
9,670 |
|
|
|
82.8 |
% |
Change in fair value of earnout liability |
|
|
15,000 |
|
|
|
— |
|
|
nm |
|
|
Other expense (income), net |
|
|
(1,896 |
) |
|
|
(332 |
) |
|
|
471.1 |
% |
Total |
|
$ |
29,306 |
|
|
$ |
6,919 |
|
|
|
323.6 |
% |
|
|
|
|
|
|
|
|
|
|
|||
|
|
For the Nine Months |
|
|
% Change |
|
||||||
|
|
2025 |
|
|
2024 |
|
|
2025 over 2024 |
|
|||
Interest income |
|
$ |
(3,251 |
) |
|
$ |
(6,587 |
) |
|
|
(50.6 |
)% |
Interest expense |
|
|
50,650 |
|
|
|
26,193 |
|
|
|
93.4 |
% |
Change in fair value of earnout liability |
|
|
18,900 |
|
|
|
— |
|
|
nm |
|
|
Other expense (income), net |
|
|
(1,811 |
) |
|
|
1,286 |
|
|
nm |
|
|
Total |
|
$ |
64,488 |
|
|
$ |
20,892 |
|
|
|
208.7 |
% |
Percentage changes that are considered not meaningful are denoted with nm. |
|
|
|
|
|
|
|
|
|
|||
Total other expense increased to $29.3 million for the three-month period ended September 30, 2025 as compared with $6.9 million for the prior-year period due to interest expense on the HPS Term Loan Facility, change in fair value of the earnout liability from the Satcom Direct acquisition and litigation settlement expense, partially offset by the reversal of an expected credit loss reserve and change in fair value of the convertible note investment. Total other expense increased to $64.5 million for the nine-month period ended September 30, 2025 as compared with $20.9 million for the prior-year period due to increased interest expense on the HPS Term Loan Facility, the change in fair value of the earnout liability, and litigation settlement expense, partially offset by the reversal of an expected credit loss reserve and change in fair value of the convertible note investment.
We expect the change in fair value of the earnout liability to fluctuate in the future depending on performance of the Satcom Direct business. We expect our interest expense to fluctuate in the future based on changes in the variable rates associated with our indebtedness. The benefit we receive from our interest rate caps will decrease over time as our hedge notional amount decreases and the strike rate increases. See Note 8, “Long-Term Debt and Other Liabilities,” to our Unaudited Condensed Consolidated Financial Statements for additional information.
35
Income Taxes:
The effective income tax rate for the three- and nine-month periods ended September 30, 2025 was (242.8)% and 35.3%, respectively, as compared with 12.5% and 23.1%, respectively, for the prior-year periods. For the three- and nine-month periods ended September 30, 2025, our income tax provision was $1.4 million and $12.5 million, respectively, due to consolidated pre-tax income. For the three- and nine-month periods ended September 30, 2024, our income tax provision was $1.5 million and $12.6 million, respectively, due to consolidated pre-tax income. See Note 14, “Income Tax,” to our Unaudited Condensed Consolidated Financial Statements for additional information.
We expect our income tax provision to increase in the long term as we continue to generate positive pre-tax income.
36
Non-GAAP Measures
In our discussion below, we discuss EBITDA, Adjusted EBITDA and Free Cash Flow, as defined below, which are non-GAAP financial measures. Management uses EBITDA, Adjusted EBITDA and Free Cash Flow for business planning purposes, including managing our business against internally projected results of operations and measuring our performance and liquidity. These supplemental performance measures also provide another basis for comparing period-to-period results by excluding potential differences caused by non-operational and unusual or non-recurring items. These supplemental performance measures may vary from and may not be comparable to similarly titled measures used by other companies. EBITDA, Adjusted EBITDA and Free Cash Flow are not recognized measurements under GAAP; when analyzing our performance with EBITDA or Adjusted EBITDA or liquidity with Free Cash Flow, as applicable, investors should (i) evaluate each adjustment in our reconciliation to the corresponding GAAP measure, and the explanatory footnotes regarding those adjustments, (ii) use EBITDA or Adjusted EBITDA in addition to, and not as an alternative to, net income attributable to common stock as a measure of operating results and (iii) use Free Cash Flow in addition to, and not as an alternative to, consolidated net cash provided by operating activities when evaluating our liquidity.
Definition and Reconciliation of Non-GAAP Measures
EBITDA represents net income attributable to common stock before interest expense, interest income, income taxes and depreciation and amortization expense.
Adjusted EBITDA represents EBITDA adjusted for (i) stock-based compensation expense, (ii) acquisition and integration-related costs, including amortization of acquisition-related inventory step-up costs and changes in fair value of the earnout liability, (iii) litigation settlement costs, and (iv) change in fair value of convertible note investment. Our management believes that the use of Adjusted EBITDA eliminates items that management believes have less bearing on our operating performance, thereby highlighting trends in our core business which may not otherwise be apparent. It also provides an assessment of controllable expenses, which are indicators management uses to determine whether current spending decisions need to be adjusted in order to meet financial goals and achieve optimal financial performance.
We believe that the exclusion of stock-based compensation expense from Adjusted EBITDA provides a clearer view of the operating performance of our business and is appropriate given that grants made at a certain price and point in time do not necessarily reflect how our business is performing at any particular time. While we believe that investors should have information about any dilutive effect of outstanding options and the cost of that compensation, we also believe that stockholders should have the ability to consider our performance using a non-GAAP financial measure that excludes these costs and that management uses to evaluate our business.
Acquisition and integration-related costs include direct transaction costs, such as due diligence and advisory fees and certain compensation and integration-related expenses as well as the amortization of acquisition-related inventory step-up costs. We believe it is useful for an understanding of our operating performance to exclude acquisition and integration-related costs from Adjusted EBITDA because they are infrequent, are outside of the ordinary course of our operations and do not reflect our operating performance.
We believe it is useful for an understanding of our operating performance to exclude the changes in fair value of the earnout liability related to the acquisition of Satcom Direct from Adjusted EBITDA because this activity is outside of the ordinary course of our operations and does not reflect our operating performance.
We believe it is useful for an understanding of our operating performance to exclude litigation settlement costs from Adjusted EBITDA because this activity is outside of the ordinary course of our operations and does not reflect our operating performance.
We believe it is useful for an understanding of our operating performance to exclude the change in fair value of convertible note investment from Adjusted EBITDA because this activity is not related to our operating performance.
We also present Adjusted EBITDA as a supplemental performance measure because we believe that this measure provides investors, securities analysts and other users of our consolidated financial statements with important supplemental information with which to evaluate our performance and to enable them to assess our performance on the same basis as management.
Free Cash Flow represents net cash provided by operating activities, plus the proceeds received from the FCC Reimbursement Program and the interest rate caps, less purchases of property and equipment and the acquisition of intangible assets. We believe that Free Cash Flow provides meaningful information regarding our liquidity. Management believes that Free Cash Flow is useful for investors because it provides them with an important perspective on the cash available for strategic measures, after making necessary capital investments in property and equipment to support the Company’s ongoing business operations and provides them with the same measures that management uses as the basis of making capital allocation decisions.
37
Gogo Inc. and Subsidiaries
Reconciliation of GAAP to Non-GAAP Measures
(in thousands, unaudited)
|
|
For the Three Months |
|
|
For the Nine Months |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Adjusted EBITDA: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) attributable to common stock (GAAP) |
|
$ |
(1,930 |
) |
|
$ |
10,630 |
|
|
$ |
22,919 |
|
|
$ |
41,959 |
|
Interest expense |
|
|
17,681 |
|
|
|
9,670 |
|
|
|
50,650 |
|
|
|
26,193 |
|
Interest income |
|
|
(1,479 |
) |
|
|
(2,419 |
) |
|
|
(3,251 |
) |
|
|
(6,587 |
) |
Income tax provision |
|
|
1,367 |
|
|
|
1,522 |
|
|
|
12,484 |
|
|
|
12,575 |
|
Depreciation and amortization |
|
|
15,214 |
|
|
|
4,015 |
|
|
|
44,474 |
|
|
|
11,743 |
|
EBITDA |
|
|
30,853 |
|
|
|
23,418 |
|
|
|
127,276 |
|
|
|
85,883 |
|
Stock-based compensation expense |
|
|
6,662 |
|
|
|
5,030 |
|
|
|
18,520 |
|
|
|
14,755 |
|
Change in fair value of earnout liability |
|
|
15,000 |
|
|
|
— |
|
|
|
18,900 |
|
|
|
— |
|
Acquisition and integration-related costs(1) |
|
|
2,856 |
|
|
|
6,654 |
|
|
|
12,956 |
|
|
|
6,654 |
|
Amortization of acquisition-related inventory step-up costs |
|
|
748 |
|
|
|
— |
|
|
|
2,244 |
|
|
|
— |
|
Litigation settlement costs |
|
|
500 |
|
|
|
— |
|
|
|
500 |
|
|
|
— |
|
Change in fair value of convertible note investment |
|
|
(458 |
) |
|
|
(323 |
) |
|
|
(458 |
) |
|
|
1,239 |
|
Adjusted EBITDA |
|
$ |
56,161 |
|
|
$ |
34,779 |
|
|
$ |
179,938 |
|
|
$ |
108,531 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Free Cash Flow: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net cash provided by operating activities (GAAP) |
|
$ |
46,804 |
|
|
$ |
25,134 |
|
|
$ |
115,987 |
|
|
$ |
79,740 |
|
Consolidated capital expenditures |
|
|
(22,626 |
) |
|
|
(8,196 |
) |
|
|
(34,732 |
) |
|
|
(18,894 |
) |
Proceeds from FCC Reimbursement Program for property, equipment and intangibles |
|
|
3,374 |
|
|
|
1,120 |
|
|
|
3,783 |
|
|
|
1,215 |
|
Proceeds from interest rate caps |
|
|
3,000 |
|
|
|
6,536 |
|
|
|
9,088 |
|
|
|
19,454 |
|
Free cash flow |
|
$ |
30,552 |
|
|
$ |
24,594 |
|
|
$ |
94,126 |
|
|
$ |
81,515 |
|
(1) For the three months ended September 30, 2025, figure consists of integration-related advisory fees of $0.7 million and severance and other compensation-related costs of $2.2 million. For the nine months ended September 30, 2025, figure consists of integration-related advisory fees of $6.1 million and severance and other compensation-related costs of $6.9 million.
Material limitations of Non-GAAP measures
Although EBITDA, Adjusted EBITDA and Free Cash Flow are measurements frequently used by investors and securities analysts in their evaluations of companies, EBITDA, Adjusted EBITDA and Free Cash Flow each have limitations as an analytical
38
tool, and you should not consider them in isolation or as a substitute for, or more meaningful than, amounts determined in accordance with GAAP.
Some of these limitations include:
Liquidity and Capital Resources
The following table presents a summary of our cash flow activity for the periods set forth below (in thousands):
|
|
For the Nine Months |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Net cash provided by operating activities |
|
$ |
115,987 |
|
|
$ |
79,740 |
|
Net cash used in investing activities |
|
|
(23,473 |
) |
|
|
(3,225 |
) |
Net cash used in financing activities |
|
|
(1,108 |
) |
|
|
(38,902 |
) |
Effect of foreign exchange rate changes on cash |
|
|
328 |
|
|
|
29 |
|
Net increase in cash, cash equivalents and restricted cash |
|
|
91,734 |
|
|
|
37,642 |
|
Cash, cash equivalents and restricted cash at the beginning of period |
|
|
42,304 |
|
|
|
139,366 |
|
Cash, cash equivalents and restricted cash at the end of period |
|
$ |
134,038 |
|
|
$ |
177,008 |
|
Supplemental information: |
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash at the end of period |
|
$ |
134,038 |
|
|
$ |
177,008 |
|
Less: current restricted cash |
|
|
72 |
|
|
|
— |
|
Less: non-current restricted cash |
|
|
394 |
|
|
|
330 |
|
Cash and cash equivalents at the end of the period |
|
$ |
133,572 |
|
|
$ |
176,678 |
|
We have historically financed our growth and cash needs primarily through the issuance of common stock, debt and cash from operating activities. We continually evaluate our ongoing capital needs in light of increasing demand for our services, capacity requirements, evolving user expectations regarding the in-flight connectivity experience, evolving technologies in our industry and related strategic, operational and technological opportunities. Our capital management activities include the assessment of opportunities to raise additional capital in the public and private markets, utilizing one or more of the types of capital raising transactions through which we have historically financed our growth and cash needs, as well as other means of capital raising not previously used by us.
Liquidity:
Based on our current plans, we expect our cash and cash equivalents, cash flows provided by operating activities and access to the Revolving Facility and capital markets will be sufficient to meet the cash requirements of our business, capital expenditure requirements and debt maturities for at least the next twelve months and thereafter for the foreseeable future.
39
On September 5, 2023, we announced a share repurchase program that grants the Company authority to repurchase up to $50 million of shares of the Company’s common stock. Repurchases may be made at management's discretion from time to time on the open market, through privately negotiated transactions, or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) in accordance with applicable securities laws and other restrictions, including Rule 10b-18 under the Exchange Act. The repurchase program has no time limit and may be suspended for periods or discontinued at any time and does not obligate us to purchase any shares of our common stock. The timing and total amount of stock repurchases will depend upon business, economic and market conditions, corporate and regulatory requirements, prevailing stock prices, and other considerations. We do not expect to incur debt to fund the share repurchase program. No shares were repurchased during the nine-month period ended September 30, 2025. During the nine-month period ended September 30, 2024, we repurchased an aggregate 3.6 million shares of our common stock for $30.8 million. As of September 30, 2025, approximately $12.1 million remains available under the share repurchase program.
As detailed in Note 9, “Long-Term Debt and Other Liabilities,” on April 30, 2021, GIH entered into the 2021 Credit Agreement with Gogo, the lenders and issuing banks party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent, which provides for the 2021 Term Loan Facility in an aggregate principal amount of $725.0 million, issued with a discount of 0.5%, and the Revolving Facility, which includes a letter of credit sub-facility. The 2021 Term Loan Facility matures on April 30, 2028.
On December 3, 2024, Gogo and GIH entered into a second amendment to the 2021 Credit Agreement with Morgan Stanley Senior Funding, Inc., as administrative agent, and the lenders party thereto to, among other purposes, (a) increase the aggregate principal amount of revolving commitments available under the 2021 Credit Agreement to an aggregate amount of revolving commitments equal to $122 million and (b) extend the maturity date of the Revolving Facility to December 3, 2029 (subject to such maturity date springing to the date that is 90 days prior to the then-current maturity date of (a) the 2021 Term Loan Facility under the 2021 Credit Agreement and (b) the HPS Term Loan Facility under the HPS Credit Agreement under certain conditions).
The 2021 Term Loan Facility amortizes in nominal quarterly installments equal to 1% of the aggregate initial principal amount thereof per annum, with the remaining balance payable upon final maturity of the 2021 Term Loan Facility. There are no amortization payments under the Revolving Facility. On May 3, 2023, the Company prepaid $100 million of the outstanding principal amount of the 2021 Term Loan Facility. This prepayment satisfied the required amortization payments for the remaining term of the 2021 Term Loan Facility.
As detailed in Note 9, “Long-Term Debt and Other Liabilities,” on December 3, 2024, the Company and GIH entered into a credit agreement (the “HPS Credit Agreement” and together with the 2021 Credit Agreement, the “Credit Agreements”) with HPS Investment Partners, LLC, as the administrative agent, and the lenders party thereto, which provides for a term loan credit facility (the “HPS Term Loan Facility” and together with the 2021 Facilities, the “Facilities”) in an aggregate principal amount of $250 million. The HPS Term Loan Facility amortizes in quarterly installments equal to one percent of the aggregate initial principal amount thereof per annum, with the remaining balance payable upon final maturity of the HPS Term Loan Facility on April 30, 2028.
The Credit Agreements contain customary events of default, which, if any of them occurred, would permit or require the principal, premium, if any, and interest on all of the then outstanding obligations under the Facilities to be due and payable immediately and the commitments under the Revolving Facility to be terminated.
The Credit Agreements contains covenants that limit the ability of GIH and its subsidiaries to incur additional indebtedness. Further, market conditions and/or our financial performance may limit our access to additional sources of equity or debt financing, or our ability to pursue potential strategic alternatives. As a result, we may be unable to finance the growth of our business to the extent that our cash, cash equivalents and short-term investments and cash generated through operating activities prove insufficient or we are unable to raise additional financing through the issuance of equity, permitted incurrences of debt (by us or by GIH and its subsidiaries), or the pursuit of potential strategic alternatives.
In May 2021, we purchased interest rate caps with an aggregate notional amount of $650.0 million for $8.6 million. We receive payments in the amount calculated pursuant to the caps for any period in which the daily compounded SOFR rate plus a credit spread adjustment recommended by the Alternative Reference Rates Committees of 0.26% increases beyond the applicable strike rate. The termination date of the cap agreements is July 31, 2027. The aggregate notional amount of the interest rate caps as of September 30, 2025 is $250.0 million. The notional amounts of the interest rate caps periodically decrease over the life of the caps with the latest reduction of $100.0 million having occurred on July 31, 2025. While the interest rate caps are intended to limit our interest rate exposure under our variable rate indebtedness, which includes the Facilities, if our variable rate indebtedness does not decrease in proportion to the periodic decreases in the notional amount hedged under the interest rate caps, then the portion of such indebtedness that will be effectively hedged against possible increases in interest rates will decrease. In addition, the strike prices periodically increase over the life of the caps. As a result, the extent to which the interest rate caps will limit our interest rate exposure will decrease in the future.
For additional information on the interest rate caps, see Note 10, “Derivative Instruments and Hedging Activities,” to our Unaudited Condensed Consolidated Financial Statements.
40
Cash flows provided by Operating Activities:
The following table presents a summary of our cash flows from operating activities for the periods set forth below (in thousands):
|
|
For the Nine Months |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Net income |
|
$ |
22,919 |
|
|
$ |
41,959 |
|
Non-cash charges and credits |
|
|
97,032 |
|
|
|
43,982 |
|
Changes in operating assets and liabilities |
|
|
(3,964 |
) |
|
|
(6,201 |
) |
Net cash provided by operating activities |
|
$ |
115,987 |
|
|
$ |
79,740 |
|
For the nine-month period ended September 30, 2025, net cash provided by operating activities was $116.0 million as compared with $79.7 million in the prior-year period. The principal contributors to the year-over-year change in operating cash flows were:
Cash flows used in Investing Activities:
Cash used in investing activities was $23.5 million for the nine-month period ended September 30, 2025, due to $34.7 million of capital expenditures noted below and a $1.6 million payment for net working capital adjustments relating to the purchase of Satcom Direct, partially offset by $9.1 million of proceeds from interest rate caps and $3.8 million of proceeds received from the FCC Reimbursement Program associated with the reimbursement of capital expenditures.
Cash used in investing activities was $3.2 million for the nine-month period ended September 30, 2024, due to $18.9 million of capital expenditures noted below and a $5.0 million convertible note investment, partially offset by $19.5 million of proceeds from interest rate caps and $1.2 million of proceeds received from the FCC Reimbursement Program associated with the reimbursement of capital expenditures.
Cash flows used in Financing Activities:
Cash used in financing activities for the nine-month period ended September 30, 2025 was $1.1 million due to principal payments on the HPS Term Loan Facility, partially offset by proceeds from stock-based compensation activities.
Cash used in financing activities for the nine-month period ended September 30, 2024 was $38.9 million, due to share repurchases, principal payments on the 2021 Term Loan Facility and stock-based compensation activities.
Capital Expenditures
Our operations require capital expenditures associated with the expansion of our ATG network and data centers. We capitalize software development costs related to network technology solutions and new product/service offerings. We also capitalize costs related to the build-out of our office locations.
Capital expenditures for the nine-month periods ended September 30, 2025 and 2024 were $34.7 million and $18.9 million, respectively, due to the build out of the Gogo 5G and LTE networks and Gogo Galileo.
We expect that our capital expenditures will increase in the near term due to the build out of the LTE network related to the FCC Reimbursement Program. This increase related to the LTE network is expected to be partially offset by reimbursements from the FCC. We expect that our capital expenditures will decrease over time as this program is completed.
41
Other
Contractual Commitments: We have agreements with various vendors under which we have remaining commitments to purchase hardware components and development services. Such commitments will become payable as we receive the hardware components or as development services are provided. See Note 17, “Commitments and Contingencies,” to our Unaudited Condensed Consolidated Financial Statements for additional information.
Leases and Cell Site Contracts: We have lease agreements relating to certain facilities and equipment, which are considered operating leases. See Note 16, “Leases,” to our Unaudited Condensed Consolidated Financial Statements for additional information.
42
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
Our exposure to market risk is currently confined to our cash and cash equivalents, short-term investments and debt. We have not used derivative financial instruments for speculation or trading purposes. The primary objectives of our investment activities are to preserve our capital for the purpose of funding operations while maximizing the income we receive from our investments without significantly increasing risk. To achieve these objectives, our investment policy allows us to maintain a portfolio of cash equivalents and short-term investments through a variety of securities, including U.S. Treasury securities, U.S. government agency securities, and money market funds. Our cash and cash equivalents as of both September 30, 2025 and December 31, 2024 primarily included amounts in bank deposit accounts, U.S. Treasury securities and money market funds with U.S. Government and U.S. Treasury securities. The primary objective of our investment policy is to preserve capital and maintain liquidity while limiting concentration and counterparty risk.
The risk inherent in our market risk sensitive instruments and positions is the potential loss arising from interest rates as discussed below. The sensitivity analyses presented do not consider the effects that such adverse changes may have on the overall economic activity, nor do they consider additional actions we may take to mitigate our exposure to such changes. Actual results may differ.
Interest Rate Risk: We are exposed to interest rate risk on our variable rate indebtedness, which includes borrowings under each of the 2021 Facilities (if any) and the HPS Term Loan Facility. We assess our market risks based on changes in interest rates utilizing a sensitivity analysis that measures the potential impact on earnings and cash flows based on a hypothetical one percentage point change in interest rates. As of September 30, 2025, we had interest rate cap agreements to hedge a portion of our exposure to interest rate movements of our variable rate debt and to manage our interest expense. Currently, we receive payments in the amounts calculated pursuant to the caps for any period in which the daily compounded SOFR rate plus a credit spread adjustment recommended by the Alternative Reference Rates Committee of 0.26% increases beyond the applicable strike rate. The termination date of the cap agreements is July 31, 2027. Over the life of the interest rate caps, the notional amounts of the caps periodically decrease, while the applicable strike prices increase.
The notional amount of outstanding debt associated with interest rate cap agreements as of September 30, 2025 was $250.0 million. Based on our September 30, 2025 outstanding variable rate debt balance, a hypothetical one percentage point change in the applicable interest rate would impact our annual interest expense by approximately $6.1 million for the next twelve-month period, which includes the impact of our interest rate caps at a strike rate of 2.25% and the $50 million reduction in the notional amount and an increase of the strike rate to 2.75% that will occur on July 31, 2026. Excluding the impact of our interest rate caps, a hypothetical one percentage point change in the applicable interest rate would impact our annual interest expense by approximately $8.5 million for the next twelve-month period.
Our earnings are affected by changes in interest rates due to the impact those changes have on interest income generated from our cash, cash equivalents and short-term investments. We believe we have minimal interest rate risk as a 10% decrease in the average interest rate on our portfolio would have reduced interest income for the three- and nine-month periods ended September 30, 2025 and 2024 by immaterial amounts.
Inflation: We do not believe that inflation has had a material effect on our results of operations. However, there can be no assurance that our business will not be affected by inflation in the future.
ITEM 4. Controls and Procedures
Management, with the participation of our Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) as of September 30, 2025. Based upon this evaluation, our Chief Executive Officer and the Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of September 30, 2025 due to material weaknesses in internal control over financial reporting which, as previously disclosed in Part II, Item 9A “Controls and Procedures” in the 2024 10-K, existed as of December 31, 2024 and, as discussed below, continued to exist as of September 30, 2025.
Notwithstanding the ineffective disclosure controls and procedures due to the material weaknesses in internal control over financial reporting, our Chief Executive Officer and the Chief Financial Officer have concluded that the consolidated financial statements in this Quarterly Report on Form 10-Q present fairly, in all material respects, our financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Our assessment of the effectiveness of the Company’s internal control over financial reporting as of September 30, 2025 excludes the acquisition of Satcom Direct which was acquired on December 3, 2024, and whose financial statements constitute approximately 47% of total assets and 55% of total revenue of the consolidated financial statement amounts of the Company as of and for the nine-month period ended September 30, 2025.
43
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
Despite the exclusion of Satcom Direct from our assessment of the effectiveness of the Company’s internal control over financial reporting as of September 30, 2025, we identified a material weakness in controls over the financial close and reporting process and controls over purchase accounting as a result of the Satcom Direct acquisition. This was the same material weakness that we previously identified as of December 31, 2024. Specifically, there were insufficient effective controls in place to ensure the completeness and accuracy of Satcom Direct’s financial reporting information that is consolidated into Gogo’s financial statements. This material weakness was due to the following deficiencies at Satcom Direct:
We also identified a material weakness in controls over the accounting for the Satcom Direct acquisition. Specifically, while management had designed control activities over the accounting for the acquisition and related preliminary purchase price allocation for the acquired assets and liabilities performed by third-party specialists, management did not effectively implement them due to the timing of the acquisition.
Remediation Plan for Material Weaknesses in Internal Control over Financial Reporting
Remediation of the identified material weaknesses and strengthening our internal control environment will require a substantial effort throughout 2025. Management is continuing its remediation efforts over the material weaknesses described above as follows:
While we believe the steps taken to date and those planned for continued implementation will improve the effectiveness of our internal control over financial reporting, we have not completed all remediation efforts identified herein. Accordingly, as we continue to monitor the effectiveness of our internal control over financial reporting in the areas affected by the material weaknesses described above, we have performed and will continue to perform additional procedures and to employ additional appropriate tools and resources.
We will test the ongoing operating effectiveness of the new and existing controls in future periods. The material weaknesses cannot be considered completely remediated until the applicable controls have been implemented and management has concluded, through testing, that these controls are operating effectively.
Except as described above, there have been no changes to our internal control over financial reporting in connection with the evaluation required by Rules 13a-15(f) and 15d-15(f) under the Exchange Act during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
44
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
We are subject to lawsuits arising out of the conduct of our business. See Note 17, “Commitments and Contingencies,” to our Unaudited Condensed Consolidated Financial Statements for a discussion of litigation matters.
From time to time we may become involved in legal proceedings arising in the ordinary course of our business. We cannot predict with certainty the outcome of any litigation or the potential for future litigation. Regardless of the outcome of any particular litigation and the merits of any particular claim, litigation can have a material adverse impact on our Company due to, among other reasons, any injunctive relief granted, which could inhibit our ability to operate our business, amounts paid as damages or in settlement of any such matter, diversion of management resources and defense costs.
ITEM 1A. |
Risk Factors |
“Item 1A. Risk Factors” of our 2024 10-K includes a discussion of our risk factors. There have been no material changes to the risk factors previously disclosed in our 2024 10-K.
45
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Not applicable.
None.
ITEM 3. Defaults Upon Senior Securities
None.
ITEM 4. Mine Safety Disclosures
None.
ITEM 5. Other Information
During the fiscal quarter ended September 30, 2025, none of our directors or officers
46
ITEM 6. Exhibits
Exhibit Number |
|
Description of Exhibits |
|
|
|
31.1 |
|
Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2 |
|
Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1** |
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
32.2** |
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
101.INS |
|
Inline XBRL Instance Document – The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document |
101.SCH |
|
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
** This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the SEC and is not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.
47
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
Gogo Inc. |
Date: November 6, 2025 |
|
|
|
|
/s/ Christopher Moore |
|
|
Christopher Moore |
|
|
Chief Executive Officer and Director |
|
|
(Principal Executive Officer) |
|
||
|
|
/s/ Zachary Cotner |
|
|
Zachary Cotner |
|
|
Executive Vice President and Chief Financial Officer |
|
|
(Principal Financial Officer) |
48
FAQ
What was GOGO’s Q3 2025 revenue and net income (loss)?
How did GOGO’s revenue break down between service and equipment in Q3 2025?
What are GOGO’s year-to-date results for 2025?
What is GOGO’s liquidity and debt position?
How did the Satcom Direct acquisition affect GOGO’s balance sheet?
What is the size of GOGO’s remaining performance obligations (RPO)?
How much FCC reimbursement has been allocated to GOGO?
