Gogo Inc.

05/11/2024 | Press release | Distributed by Public on 05/11/2024 00:05

Gogo Announces Third Quarter Results

Total Revenue of $100.5 million, up 3% Year-over-Year; Third Quarter Service Revenue of $81.9 million, up 3% Year-over-Year

Q3 Net Income of $10.6 million; Adjusted EBITDA(1) of $34.8 million

Updates 2024 Guidance

Recent Strategic Galileo HDX wins with Textron Aviation and Wheels Up

BROOMFIELD, Colo., Nov. 5, 2024/PRNewswire/ -- Gogo Inc. (NASDAQ: GOGO) ("Gogo" or the "Company"), a leading global provider of broadband connectivity services for the business aviation market, today announced its financial results for the quarter ended September 30, 2024.

Q3 2024 Highlights

  • Total revenue of $100.5 millionincreased 3% compared to Q3 2023 and decreased 1% compared to Q2 2024.
    • Service revenue of $81.9 millionincreased 3% compared to Q3 2023 and decreased slightly compared to Q2 2024.
    • Equipment revenue of $18.7 millionincreased 1% compared to Q3 2023 and decreased 7% compared to Q2 2024.
  • Total AVANCE aircraft online ("AOL") as of September 30, 2024grew to 4,379, an increase of 16% compared to Q3 2023 and 4% compared to Q2 2024. AVANCE units comprised approximately 62% of total AOL as of September 30, 2024, up from 53% as of September 30, 2023and up from 60% as of June 30, 2024.
    • Total ATG AOL was 7,016, a decrease of 2% compared to Q3 2023 and a slight decrease compared to Q2 2024.
    • AVANCE equipment units shipped totaled 214, an increase of 11% compared to Q3 2023 and a decrease of 7% compared to Q2 2024.
  • Average Monthly Revenue per ATG aircraft online ("ARPU") for the third quarter was a record $3,497, an increase of 4% compared to Q3 2023 and a slight increase compared to Q2 2024.
  • Net income of $10.6 milliondecreased 49% from $20.9 millionin Q3 2023, and increased from $0.8 millionin Q2 2024. Net income for Q2 2024 included $11.0 millionof an after-tax unrealized loss related to a fair market value adjustment to a convertible note investment compared with a $0.2 millionafter-tax unrealized gain in Q3 2024.
    • Diluted earnings per share was $0.08compared to $0.16in Q3 2023.
  • Adjusted EBITDA(1) of $34.8 million, which includes approximately $2.6 millionof operating expenses related to Gogo Galileo and excludes $6.7 millionof expenses related to the Satcom Direct acquisition, decreased 19% compared to Q3 2023 and increased 14% compared to Q2 2024.
  • Net cash provided by operating activities of $25.1 millionin Q3 2024 increased from $18.7 millionin Q3 2023 and increased from $24.9 millionin Q2 2024.
    • Free Cash Flow(1) of $24.6 millionin Q3 2024 was an increase from $21.0 millionin the prior-year period and a slight decrease from $24.9 millionin Q2 2024.
    • Cash and cash equivalents totaled $176.7 millionas of September 30, 2024compared to $161.6 millionas of June 30, 2024.
  • In Q3 2024, the Company repurchased approximately 1.0 million shares for a total cost of approximately $7.6 million. The Company repurchased approximately 4.1 million shares for approximately $35.6 millionin the last four quarters.

Recent Company Highlights

  • On September 30, 2024, the Company announced a definitive agreement to acquire Satcom Direct, Inc. ("Satcom Direct") to create the only multi-orbit, multi-band in-flight connectivity provider able to satisfy the performance and cost needs of every segment of the global business aviation (BA) and military/government mobility markets.
  • Textron Aviation announced it will install Gogo's global Low-Earth-Orbit (LEO) solution, Gogo Galileo HDX, as a factory option for the following models in its midsize and super-midsize jet category: Cessna Citation Longitude, Latitude and Ascend.
  • Wheels Up, a leading provider of on-demand private aviation and one of the largest fleets in the industry, announced it will add Gogo's Galileo HDX LEO connectivity solution fleetwide. Installations of Galileo HDX are expected to begin by the middle of 2025, as soon as certifications for Wheels Up aircraft are completed.

"Our Satcom Direct acquisition will turbo-charge Gogo Galileo penetration of the global underpenetrated Business Aviation and Military/Government markets," said Oakleigh Thorne, Gogo's Chairman and CEO. "Unprecedented demand for both Galileo and Gogo 5G will drive equipment revenue in 2025, and growth in profitable recurring service revenue beginning in 2026."

"Strong third quarter results across the board drove upside to our 2024 Adjusted EBITDA and Free Cash Flow guidance," said Jessi Betjemann, Gogo's Executive Vice President and CFO. "We expect the Satcom Direct acquisition to be accretive day one and expect to reach our net leverage target of 2.5x-3.5x within 1-2 years after closing."

Financial Guidance

The Company includes below its revised 2024 guidance, which includes the impact of the Federal Communications Commission's Secure and Trusted Communications Networks Reimbursement Program ("FCC Reimbursement Program") and excludes the impact of the closing of the Satcom Direct transaction.

Due to the pending acquisition of Satcom Direct, the Company is withdrawing its multi-year long-term financial targets previously provided on August 7, 2024.

2024 Financial Guidance

  • Total revenue in the range of $400 millionto $410 million (no change)
  • Adjusted EBITDA(1) in the range of $120 millionto $130 millionversus prior guidance at the high end of the range of $110 millionto $125 million. This guidance reflects increased legal expenses from ongoing legal proceedings and approximately $20 millionof operating expenses for strategic and operational initiatives including Gogo 5G and Gogo Galileo.
  • Free Cash Flow(1) in the range of $55 millionto $65 million, which includes $35 millionin reimbursements tied to the FCC Reimbursement Program, versus prior guidance of $35 millionto $55 million.
  • Capital expenditures of approximately $30 millionversus prior guidance of $35 million, which includes approximately of $20 millionfor strategic initiatives.

(1) See "Non-GAAP Financial Measures" below

Conference Call

The Company will host its third quarter conference call on November 5, 2024at 8:30 a.m. ET. A live webcast of the conference call, as well as a replay, will be available online on the Investor Relations section of the Company's investor website at https://ir.gogoair.com.

3Q Earnings Call Webcast Link:
https://edge.media-server.com/mmc/p/r7xg4923

Participants can use the below link to retrieve your unique conference ID to use to access the conference call.
https://register.vevent.com/register/BI9f9348b06a694d9a9f21c0b7ecda8a5d

Non-GAAP Financial Measures

We report certain non-GAAP financial measurements, including Adjusted EBITDA, Adjusted EBITDA Margin and Free Cash Flow in the discussion above. Management uses Adjusted EBITDA, Adjusted EBITDA Margin 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 measurements may vary from and may not be comparable to similarly titled measures used by other companies. Adjusted EBITDA, Adjusted EBITDA Margin and Free Cash Flow are not recognized measurements under accounting principles generally accepted in the United States, or GAAP. When analyzing our performance with Adjusted EBITDA or Adjusted EBITDA Margin 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 Adjusted EBITDA and Adjusted EBITDA Margin in addition to, and not as an alternative to, net income (loss) 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 (used in) operating activities when evaluating our liquidity. No reconciliation of the forecasted amounts of Adjusted EBITDA for fiscal 2024 is included in this release because we are unable to quantify certain amounts that would be required to be included in the corresponding GAAP measure without unreasonable efforts, due to high variability and complexity with respect to estimating certain forward-looking amounts, and we believe such reconciliation would imply a degree of precision that would be confusing or misleading to investors.

Cautionary Note Regarding Forward-Looking Statements
Certain disclosures in this press release and related comments by our management include 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 business outlook, industry, business strategy, 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 press release. Forward-looking statements are based on 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: our ability to continue to generate revenue from the provision of our connectivity services; our reliance on our key OEMs and dealers for equipment sales; the impact of competition; our reliance on third parties for equipment components and services; the impact of global supply chain and logistics issues and inflationary trends; our ability to expand our business outside of the United States; our ability to recruit, train and retain highly skilled employees; the impact of pandemics or other outbreaks of contagious diseases, and the measures implemented to combat them; the impact of adverse economic conditions; our ability to fully utilize portions of our deferred tax assets; the impact of increased attention to climate change, ESG matters and conservation measures; our ability to evaluate or pursue strategic opportunities and/or integrate them into our business; our ongoing delay and the risk of future delays in deploying 5G, and our ability to develop and deploy Gogo 5G, Gogo Galileo or other next generation technologies; our ability to maintain our rights to use our licensed 3Mhz of ATG spectrum in the United Statesand obtain rights to additional spectrum if needed; the impact of service interruptions or delays, technology failures, equipment damage or system disruptions or failures; the impact of assertions by third parties of infringement, misappropriation or other violations; our ability to innovate and provide products and services; our ability to protect our intellectual property rights; the impact of our use of open-source software; the impact of equipment failure or material defects or errors in our software; our ability to comply with applicable foreign ownership limitations; the impact of government regulation of communication networks, and the internet; our possession and use of personal information; risks associated with participation in the FCC Reimbursement Program; our ability to comply with anti-bribery, anti-corruption and anti-money laundering laws; the extent of expenses, liabilities or business disruptions resulting from litigation; the impact of global climate change and legal, regulatory or market responses to it; the impact of our substantial indebtedness; our ability to obtain additional financing to refinance or repay our existing indebtedness; the impact of restrictions and limitations in the agreements and instruments governing our debt; the impact of increases in interest rates; the impact of a substantial portion of our indebtedness being secured by substantially all of our assets; the impact of a downgrade, suspension or withdrawal of the rating assigned by a rating agency; the volatility of our stock price; our ability to fully utilize our tax losses; the dilutive impact of future stock issuances; the impact of our stockholder concentration and of our CEO and Chair of the Board being a significant stockholder; our ability to fulfill our obligations associated with being a public company; and the impact of anti-takeover provisions, ownership provisions and certain other provisions in our charter, our bylaws, Delawarelaw, and our existing and any future credit facilities.

Additional information concerning these and other factors can be found under the caption "Risk Factors" in our annual report on Form 10-K for the year ended December 31, 2023as filed with the Securities and Exchange Commission ("SEC") on February 28, 2024and in our subsequent quarterly reports on Form 10-Q as filed with the SEC.

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 report 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 we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

About Gogo

Gogo, a leading global provider of broadband connectivity services for the business aviation market. We offer a customizable suite of smart cabin systems for highly integrated connectivity, inflight entertainment and voice solutions. Gogo's products and services are installed on thousands of business aircraft of all sizes and mission types from turboprops to the largest global jets, and are utilized by the largest fractional ownership operators, charter operators, corporate flight departments and individuals.

As of September 30, 2024, Gogo reported 7,016 business aircraft flying with its broadband ATG systems onboard, 4,379 of which are flying with a Gogo AVANCE L5 or L3 system; and 4,180 aircraft with narrowband satellite connectivity installed. Connect with us at www.gogoair.com.

Gogo Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Operations
(in thousands, except per share amounts)




For the Three Months
Ended September 30,



For the Nine Months
Ended September 30,




2024



2023



2024



2023


Revenue:













Service revenue


$

81,857



$

79,546



$

245,459



$

237,107


Equipment revenue



18,672




18,403




61,451




62,660


Total revenue



100,529




97,949




306,910




299,767


Operating expenses:













Cost of service revenue (exclusive of amounts shown below)



19,051




18,116




55,793




51,732


Cost of equipment revenue (exclusive of amounts shown below)



15,165




12,320




47,383




47,983


Engineering, design and development



9,759




9,154




29,279




26,259


Sales and marketing



8,551




7,015




25,870




21,748


General and administrative



24,917




13,336




61,416




40,734


Depreciation and amortization



4,015




4,692




11,743




12,022


Total operating expenses



81,458




64,633




231,484




200,478


Operating income



19,071




33,316




75,426




99,289


Other expense (income):













Interest income



(2,419)




(1,622)




(6,587)




(5,509)


Interest expense



9,670




8,025




26,193




24,807


Loss on extinguishment of debt



-




-




-




2,224


Other expense (income), net



(332)




(728)




1,286




(733)


Total other expense



6,919




5,675




20,892




20,789


Income before income taxes



12,152




27,641




54,534




78,500


Income tax provision (benefit)



1,522




6,728




12,575




(52,711)


Net income


$

10,630



$

20,913



$

41,959



$

131,211















Net income attributable to common stock per share:













Basic


$

0.08



$

0.16



$

0.33



$

1.01


Diluted


$

0.08



$

0.16



$

0.32



$

0.98


Weighted average number of shares:













Basic



127,918




129,951




128,513




129,632


Diluted



130,389




133,320




131,538




133,382


Gogo Inc. and Subsidiaries
Unaudited Condensed Consolidated Balance Sheets
(in thousands)




September 30,



December 31,




2024



2023


Assets







Current assets:







Cash and cash equivalents


$

176,678



$

139,036


Accounts receivable, net of allowances of $2,807 and $2,091, respectively



45,875




48,233


Inventories



74,848




63,187


Prepaid expenses and other current assets



50,013




64,138


Total current assets



347,414




314,594


Non-current assets:







Property and equipment, net



93,830




98,129


Intangible assets, net



64,888




55,647


Operating lease right-of-use assets



67,171




70,552


Investment in convertible note



3,761




-


Other non-current assets, net of allowances of $720 and $591, respectively



24,229




25,979


Deferred income taxes



209,444




216,638


Total non-current assets



463,323




466,945


Total assets


$

810,737



$

781,539


Liabilities and stockholders' equity







Current liabilities:







Accounts payable


$

26,445



$

16,094


Accrued liabilities



61,476




47,649


Deferred revenue



1,843




1,003


Current portion of long-term debt



7,250




7,250


Total current liabilities



97,014




71,996


Non-current liabilities:







Long-term debt



583,864




587,501


Non-current operating lease liabilities



68,005




73,047


Other non-current liabilities



9,130




8,270


Total non-current liabilities



660,999




668,818


Total liabilities



758,013




740,814


Stockholders' equity







Common stock



14




14


Additional paid-in capital



1,413,842




1,402,003


Accumulated other comprehensive income



4,959




15,796


Treasury stock, at cost



(194,159)




(163,197)


Accumulated deficit



(1,171,932)




(1,213,891)


Total stockholders' equity



52,724




40,725


Total liabilities and stockholders' equity


$

810,737



$

781,539


Gogo Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flows
(in thousands)




For the Nine Months
Ended September 30,




2024



2023


Operating activities:







Net income


$

41,959



$

131,211


Adjustments to reconcile net income to cash provided by operating activities:







Depreciation and amortization



11,743




12,022


Loss on asset disposals, abandonments and write-downs



101




285


Provision for expected credit losses



1,310




541


Deferred income taxes



10,740




(53,255)


Stock-based compensation expense



14,755




15,729


Amortization of deferred financing costs and interest rate caps



3,785




2,671


Accretion of debt discount



309




304


Loss on extinguishment of debt



-




2,224


Change in fair value of convertible note and equity investment



1,239




(773)


Changes in operating assets and liabilities:







Accounts receivable



1,177




4,356


Inventories



(11,661)




(13,299)


Prepaid expenses and other current assets



(13,605)




(37,454)


Contract assets



(4,313)




2,822


Accounts payable



9,750




2,526


Accrued liabilities



12,956




(5,091)


Deferred revenue



844




(1,708)


Accrued interest



(316)




(9,565)


Other non-current assets and liabilities



(1,033)




(728)


Net cash provided by operating activities



79,740




52,818


Investing activities:







Purchases of property and equipment



(9,254)




(14,006)


Acquisition of intangible assets-capitalized software



(9,640)




(4,711)


Proceeds from FCC Reimbursement Program for property, equipment and intangibles



1,215




3


Proceeds from interest rate caps



19,454




20,165


Redemptions of short-term investments



-




49,524


Purchases of short-term investments



-




(49,383)


Purchases of convertible note and equity investments



(5,000)




(5,000)


Net cash used in investing activities



(3,225)




(3,408)


Financing activities:







Payments on term loan



(5,438)




(105,438)


Repurchases of common stock



(30,763)




-


Payments on financing leases



(8)




(117)


Stock-based compensation activity



(2,693)




(8,326)


Net cash used in financing activities



(38,902)




(113,881)


Effect of exchange rate changes on cash



29




78


Increase (decrease) in cash, cash equivalents and restricted cash



37,642




(64,393)


Cash, cash equivalents and restricted cash at beginning of period



139,366




150,880


Cash, cash equivalents and restricted cash at end of period


$

177,008



$

86,487


Cash, cash equivalents and restricted cash at end of period


$

177,008



$

86,487


Less: non-current restricted cash



330




330


Cash and cash equivalents at end of period


$

176,678



$

86,157


Supplemental cash flow information:







Cash paid for interest


$

42,893



$

53,911


Cash paid for taxes



2,264




429


Non-cash investing activities:







Purchases of property and equipment in current liabilities


$

5,658



$

5,425


Gogo Inc. and Subsidiaries
Supplemental Information - Key Operating Metrics




For the Three Months
Ended September 30,



For the Nine Months
Ended September 30,




2024



2023



2024



2023


Aircraft online (at period end)













ATG AVANCE



4,379




3,784




4,379




3,784


Gogo Biz



2,637




3,366




2,637




3,366


Total ATG



7,016




7,150




7,016




7,150


Narrowband satellite



4,180




4,395




4,180




4,395


Average monthly connectivity service revenue per aircraft online













ATG


$

3,497



$

3,373



$

3,474



$

3,378


Narrowband satellite



332




294




319




297


Units sold













ATG



214




192




703




692


Narrowband satellite



39




40




132




132


Average equipment revenue per unit sold (in thousands)













ATG


$

75



$

77



$

75



$

73


Narrowband satellite



46




39




43




48


  • ATG AVANCE aircraft online. We define ATG AVANCE aircraft online as the total number of business aircraft equipped with our AVANCE L5 or L3 system for which we provide ATG services as of the last day of each period presented.
  • Gogo Biz aircraft online. We define Gogo Biz aircraft online as the total number of business aircraft not equipped with our AVANCE L5 or L3 system for which we provide ATG services as of the last day of each period presented. This number excludes commercial aircraft operated by Intelsat's airline customers receiving ATG service.
  • Narrowband satellite aircraft online. We define narrowband satellite aircraft online as the total number of business aircraft for which we provide narrowband satellite services as of the last day of each period presented.
  • Average monthly connectivity service revenue per ATG aircraft online ("ARPU"). We define ARPU as the aggregate ATG connectivity service revenue for the period divided by the number of months in the period, divided by the number of ATG aircraft online during the period (expressed as an average of the month end figures for each month in such period). Revenue share earned from the ATG Network Sharing Agreement with Intelsat is excluded from this calculation.
  • Average monthly connectivity service revenue per narrowband satellite aircraft online. We define average monthly connectivity service revenue per narrowband satellite aircraft online as the aggregate narrowband satellite connectivity service revenue for the period divided by the number of months in the period, divided by the number of narrowband satellite aircraft online during the period (expressed as an average of the month end figures for each month in such period).
  • Units sold. We define units sold as the number of ATG or narrowband satellite units for which we recognized revenue during the period.
  • Average equipment revenue per ATG unit sold. We define average equipment revenue per ATG unit sold as the aggregate equipment revenue from all ATG units sold during the period, divided by the number of ATG units sold.
  • Average equipment revenue per narrowband satellite unit sold. We define average equipment revenue per narrowband satellite unit sold as the aggregate equipment revenue earned from all narrowband satellite units sold during the period, divided by the number of narrowband satellite units sold.

Gogo Inc. and Subsidiaries
Supplemental Information - Revenue and Cost of Revenue
(in thousands, unaudited)




For the Three Months
Ended September 30,



% Change



For the Nine Months
Ended September 30,



% Change




2024



2023



2024 over
2023



2024



2023



2024 over
2023


Service revenue


$

81,857



$

79,546




2.9

%


$

245,459



$

237,107




3.5

%

Equipment revenue



18,672




18,403




1.5

%



61,451




62,660




(1.9)

%

Total revenue


$

100,529



$

97,949




2.6

%


$

306,910



$

299,767




2.4

%






















For the Three Months
Ended September 30,



% Change



For the Nine Months
Ended September 30,



% Change




2024



2023



2024 over
2023



2024



2023



2024 over
2023


Cost of service revenue (1)


$

19,051



$

18,116




5.2

%


$

55,793



$

51,732




7.9

%

Cost of equipment revenue (1)


$

15,165



$

12,320




23.1

%


$

47,383



$

47,983




(1.3)

%


(1) Excludes depreciation and amortization expense.

Gogo Inc. and Subsidiaries
Reconciliation of GAAP to Non-GAAP Measures
(in thousands, unaudited)




For the Three Months
Ended September 30,



For the Nine Months
Ended September 30,



For the Three
Months Ended
June 30,




2024



2023



2024



2023



2024


Adjusted EBITDA:
















Net income attributable to common stock (GAAP)


$

10,630



$

20,913



$

41,959



$

131,211



$

839


Interest expense



9,670




8,025




26,193




24,807




8,113


Interest income



(2,419)




(1,622)




(6,587)




(5,509)




(2,120)


Income tax provision (benefit)



1,522




6,728




12,575




(52,711)




132


Depreciation and amortization



4,015




4,692




11,743




12,022




3,887


EBITDA



23,418




38,736




85,883




109,820




10,851


Stock-based compensation expense



5,030




5,235




14,755




15,729




4,885


Acquisition-related costs



6,654




-




6,654




-




-


Loss on extinguishment of debt



-




-




-




2,224




-


Change in fair value of convertible note and equity investments



(323)




(773)




1,239




(773)




14,694


Adjusted EBITDA


$

34,779



$

43,198



$

108,531



$

127,000



$

30,430


















Free Cash Flow:
















Net cash provided by operating activities (GAAP) (1)


$

25,134



$

18,677



$

79,740



$

52,818



$

24,949


Consolidated capital expenditures (1)



(8,196)




(5,355)




(18,894)




(18,717)




(6,527)


Proceeds from FCC Reimbursement Program for property,
equipment and intangibles (1)



1,120




3




1,215




3




67


Proceeds from interest rate caps (1)



6,536




7,676




19,454




20,165




6,379


Free cash flow


$

24,594



$

21,001



$

81,515



$

54,269



$

24,868



(1) See Unaudited Condensed Consolidated Statements of Cash Flows

Gogo Inc. and Subsidiaries
Reconciliation of Estimated Full-Year GAAP Net Cash
Provided by Operating Activities to Non-GAAP Measures
(in millions, unaudited)



FY 2024 Range



Low



High


Free Cash Flow:






Net cash provided by operating activities (GAAP)

$

59



$

67


Consolidated capital expenditures


(30)




(30)


Proceeds from FCC Reimbursement Program for
property, equipment and intangibles


3




5


Proceeds from interest rate caps


23




23


Free cash flow

$

55



$

65


Definition 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-related costs, (iii) change in fair value of convertible note and equity investment and (iv) loss on extinguishment of debt. 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-related costs include direct transaction costs, such as due diligence and advisory fees. We believe it is useful for an understanding of our operating performance to exclude acquisition-related costs from Adjusted EBITDA because they are infrequent and do not reflect our operating performance.

We believe it is useful for an understanding of our operating performance to exclude from Adjusted EBITDA the changes in fair value of convertible note and an equity investment because this activity is not related to our operating performance.

We believe it is useful for an understanding of our operating performance to exclude the loss on extinguishment of debt from Adjusted EBITDA because of the infrequently occurring nature of this activity.

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.

Adjusted EBITDA Margin represents Adjusted EBITDA divided by total revenue. We present Adjusted EBITDA Margin as a supplemental performance measure because we believe that it provides meaningful information regarding our operating efficiency.

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.

Investor Relations Contact:

Media Relations Contact:

Will Davis

Dave Mellin

+1 917-519-6994

+1 303-301-3606

[email protected]

[email protected]

SOURCE Gogo Inc.