Gogo Announces Third Quarter 2019 Financial Results

CHICAGO, Nov. 7, 2019 /PRNewswire/ -- Gogo (NASDAQ: GOGO), the leading global provider of broadband connectivity products and services for aviation, today announced its financial results for the quarter ended September 30, 2019.

Q3 2019 Highlights

    --  Net loss of $22.9 million, improved from a net loss of $37.7 million in
        Q3 2018
    --  Adjusted EBITDA((1) )of $35.4 million, up from $21.1 million in Q3 2018
    --  Cash Flow from Operating Activities of $69.8 million; Free Cash Flow((1)
        )of $33.8 million, up $105.9 million from negative $72.1 million in Q3
        2018
    --  Surpassed 1,500 total commercial aircraft installed and activated with
        satellite in-flight connectivity (IFC)
    --  Delta Air Lines was awarded Best Wi-Fi in the Passenger Choice Awards at
        the Airline Passenger Experience Association (APEX) Expo; Gogo is the
        exclusive supplier of IFC services to Delta Air Lines
    --  Announced U.S.-based partners for Gogo's anticipated 2021 5G network
        launch, which include Cisco Systems, Inc., Airspan Networks, Inc. and
        FIRST RF Corporation
    --  Announced an agreement with satellite provider APSATCOM to provide IFC
        services for Chinese airlines using 2Ku satellite connectivity

Third Quarter 2019 Consolidated Results

    --  Consolidated revenue totaled $201.2 million, with service and equipment
        revenue of $158.4 million and $42.8 million, respectively.
    --  Net loss of $22.9 million, an improvement from a net loss of $37.7
        million in Q3 2018 due to an increase in Adjusted EBITDA.
    --  Combined engineering, design and development, sales and marketing and
        general and administrative expenses decreased by $6.9 million, or 10%,
        from Q3 2018.
    --  Adjusted EBITDA was $35.4 million as compared with $21.1 million in Q3
        2018, primarily due to lower CA operating expenses and BA revenue
        growth.
    --  Free Cash Flow was $33.8 million, an improvement from negative $72.1
        million in the prior-year period.
    --  Cash and cash equivalents were $217.7 million as of September 30, 2019
        as compared with $181.9 million as of June 30, 2019.
    --  2Ku aircraft online reached 1,289 as of September 30, 2019, a sequential
        increase of 73 aircraft in Q3 2019. Gogo had a 2Ku backlog of
        approximately 845 aircraft as of September 30, 2019.((2))

"Gogo delivered a solid third quarter, highlighted by continued strong operational execution and successful implementation of cost controls," said Oakleigh Thorne, Gogo's President and CEO. "As a result, we are again raising our 2019 Adjusted EBITDA guidance."

"Gogo generated a record $33.8 million in Free Cash Flow in the third quarter driven by strong Adjusted EBITDA growth and continuing working capital improvements," said Barry Rowan, Gogo's Executive Vice President and CFO. "As we have previously guided, we expect to improve Free Cash Flow by at least $100 million in 2019 compared to 2018."

Third Quarter 2019 Business Segment Results

Commercial Aviation - North America (CA-NA)

    --  Service revenue decreased to $80.5 million down 14% from Q3 2018, due
        primarily to the deinstallation of ATG equipment from 555 aircraft at
        American Airlines during 2018 and the first half of 2019 and the full
        impact of the American Airlines' shift to the airline-directed model.
    --  Equipment revenue decreased to $3.7 million as compared with $15.0
        million for the prior-year period, due to fewer 2Ku installations and a
        shift in mix from airline-directed to turnkey installations.
    --  Total revenue decreased to $84.1 million, down 22% from Q3 2018.
    --  Segment profit increased to $12.2 million from $8.7 million in Q3 2018,
        due to lower operating expenses excluding depreciation and amortization.
    --  CA-NA aircraft online decreased sequentially to 2,422 from 2,443 as of
        June 30, 2019, due to previously planned decommissioning of older
        mainline ATG aircraft by our airline partners, partially offset by
        airline partner upgrades from ATG to 2Ku.
    --  Take rates increased to 12.7% in Q3 2019, up from 12.0% in the
        prior-year period.

Commercial Aviation - Rest of World (CA-ROW)

    --  Service revenue increased to $22.6 million, up 28% from Q3 2018, driven
        by an increase in aircraft online.
    --  Equipment revenue decreased to $13.1 million, down from $17.6 million in
        Q3 2018 due to a lower number of installations under the
        airline-directed model.
    --  Total revenue increased to $35.7 million, up 1% from Q3 2018.
    --  Segment loss of $13.7 million improved 40% compared with Q3 2018, due to
        higher service revenue, continuing improvement in satcom utilization and
        lower operating expenses.
    --  Aircraft online increased to 721, up 41% from 513 as of September 30,
        2018.
    --  Take rates decreased to 13.8% in Q3 2019, down from 14.2% in the
        prior-year period, due to the increase in new aircraft fleets online,
        which typically generate lower take-rates initially.
    --  Net annualized ARPA of $128,000 in Q3 2019 declined 14% from $148,000 in
        Q3 2018, also reflecting dilution from the significant growth in new
        aircraft fleets online.

Business Aviation (BA)

    --  Service revenue increased to $55.3 million, up 12% from Q3 2018, driven
        primarily by a 10% increase in ATG units online to 5,527. Monthly
        service revenue for ATG aircraft online increased to $3,087, up nearly
        3% from $3,008 in Q3 2018.
    --  Equipment revenue increased to $26.0 million, up 7% from Q3 2018 and up
        58% sequentially. ATG units sold increased to 293 in Q3 2019 from 186 in
        Q2 2019, due to increased AVANCE L5 shipments in both the OEM and
        aftermarket channels.
    --  Total revenue increased to $81.3 million, up 11% from Q3 2018, due to
        growth in both service and equipment revenue.
    --  Segment profit increased to $37.0 million, up 5% from Q3 2018 and up 18%
        sequentially, driven primarily by higher revenue. Segment profit margins
        reached 45.4% in Q3 2019, up from 43.9% in Q2 2019.

Business Outlook

The Company reaffirms or updates its 2019 financial guidance as follows:

    --  Total consolidated revenue of $800 million to $850 million (no change
        from prior guidance).
        --  CA-NA revenue at the high-end of the previously-guided range of $355
            million to $380 million with approximately 5% from equipment revenue
            (no change from prior guidance).
        --  CA-ROW revenue at the high-end of the previously-guided range of
            $135 million to $150 million with approximately 40% from equipment
            revenue (no change from prior guidance).
        --  BA revenue at the high-end (updated) of the previously-revised range
            of $290 million to $300 million.
    --  Adjusted EBITDA of $120 million to $130 million (increased from prior
        guidance of $105 million to $115 million), representing 76%
        year-over-year growth at the mid-point of guidance.
    --  Free Cash Flow improvement of at least $100 million versus 2018 (no
        change from prior guidance).
    --  Increase in 2Ku aircraft online at the low-end (updated) of the
        previously-guided range of 400-475.



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



            (2)            Please refer to the definition
                              of "backlog" in our Annual
                              Report on Form 10-K for the
                              year ended December 31, 2018 as
                              filed with the Securities and
                              Exchange Commission on February
                              21, 2019, under the heading
                              "Contracts with Airline
                              Partners" in Item 1.

Conference Call

The Company will host its third quarter conference call on November 7, 2019 at 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 website at http://ir.gogoair.com. Participants can access the call by dialing (844) 404-0356 (within the United States and Canada) or (765) 889-6722 (international dialers) and entering conference ID number 2868418.

Financial Statement Presentation

The financial statements included in this press release present summary financial information. Please refer to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 as filed with the Securities and Exchange Commission on November 7, 2019 for the Company's complete financial statements and additional financial information.

Non-GAAP Financial Measures

We report certain non-GAAP financial measurements, including Adjusted EBITDA, Free Cash Flow and Unlevered Free Cash Flow, in the supplemental tables below. Management uses Adjusted EBITDA, Free Cash Flow and Unlevered 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, Free Cash Flow and Unlevered 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 liquidity with Free Cash Flow or Unlevered 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 in addition to, and not as an alternative to, net loss attributable to common stock as a measure of operating results, and (iii) use Free Cash Flow or Unlevered 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 range for Adjusted EBITDA and Free Cash Flow for fiscal 2019 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 and we believe such reconciliation would imply a degree of precision that would be confusing or misleading to investors. In particular, we are not able to provide a reconciliation for the forecasted range of Adjusted EBITDA due to variability in the timing of aircraft installations and deinstallations impacting depreciation expense and amortization of deferred airborne leasing proceeds.

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," "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 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: the loss of, or failure to realize the anticipated benefits from, agreements with our airline partners or customers on a timely basis or any failure to renew any existing agreements upon expiration or termination; the failure to maintain airline and passenger satisfaction with our equipment or our service; any inability to timely and efficiently deploy our 2Ku service or develop and deploy the technology to which our ATG network evolves or other components of our technology roadmap for any reason, including technological issues and related remediation efforts, changes in regulations or regulatory delays or failures affecting us or our suppliers, some of whom are single source, or the failure by our airline partners or customers to roll out equipment upgrades or new services or adopt new technologies in order to support increased network capacity demands; the timing of deinstallation of our equipment from aircraft, including deinstallations resulting from aircraft retirements and other deinstallations permitted by certain airline contract provisions; the loss of relationships with original equipment manufacturers or dealers; our ability to make our equipment factory linefit available on a timely basis; our ability to develop or purchase ATG and satellite network capacity sufficient to accommodate current and expected growth in passenger demand in North America and internationally as we expand; our reliance on third-party suppliers, some of whom are single source, for satellite capacity and other services and the equipment we use to provide services to commercial airlines and their passengers and business aviation customers; unfavorable economic conditions in the airline industry and/or the economy as a whole; governmental action restricting trade with China or other foreign countries; our ability to expand our international or domestic operations, including our ability to grow our business with current and potential future airline partners and customers and the effect of shifts in business models; an inability to compete effectively with other current or future providers of in-flight connectivity services and other products and services that we offer, including on the basis of price, service performance and linefit availability; our ability to successfully develop and monetize new products and services such as Gogo Vision and Gogo TV, including those that were recently released, are currently being offered on a limited or trial basis, or are in various stages of development; our ability to certify and install our equipment and deliver our products and services, including newly developed products and services, on schedules consistent with our contractual commitments to customers; the failure of our equipment or material defects or errors in our software resulting in recalls or substantial warranty claims; a revocation of, or reduction in, our right to use licensed spectrum, the availability of other air-to-ground spectrum to a competitor or the repurposing by a competitor of other spectrum for air-to-ground use; our use of open source software and licenses; the effects of service interruptions or delays, technology failures and equipment failures or malfunctions arising from defects or errors in our software or defects in or damage to our equipment, including quality and performance issues related to de-icing fluid or other moisture entering our antennas; the limited operating history of our CA-ROW segment; contract changes and implementation issues resulting from decisions by airlines to transition from the turnkey model to the airline-directed model or vice versa; increases in our projected capital expenditures due to, among other things, unexpected costs incurred in connection with the roll-out of our technology roadmap or our international expansion; compliance with U.S. and foreign government regulations and standards, including those related to regulation of the Internet, including e-commerce or online video distribution changes, and the installation and operation of satellite equipment and our ability to obtain and maintain all necessary regulatory approvals to install and operate our equipment in the United States and foreign jurisdictions; our, or our technology suppliers', inability to effectively innovate; obsolescence of, and our ability to access, parts, products, equipment and support services compatible with our existing products and technologies; changes as a result of U.S. federal tax reform; costs associated with defending existing or future intellectual property infringement, securities and derivative litigation and other litigation or claims and any negative outcome or effect of pending or future litigation; our ability to protect our intellectual property; breaches of the security of our information technology network, resulting in unauthorized access to our customers' credit card information or other personal information; our substantial indebtedness; limitations and restrictions in the agreements governing our indebtedness and our ability to service our indebtedness; our ability to obtain additional financing for operations, or financing intended to refinance our existing indebtedness, on acceptable terms or at all; fluctuations in our operating results; our ability to attract and retain customers and to capitalize on revenue from our platform; the demand for and market acceptance of our products and services; changes or developments in the regulations that apply to us, our business and our industry, including changes or developments affecting the ability of passengers or airlines to use our in-flight connectivity services; a future act or threat of terrorism, cyber-security attack or other events that could result in adverse regulatory changes or developments as referenced above, or otherwise adversely affect our business and industry; our ability to attract and retain qualified employees, including key personnel; the effectiveness of our marketing and advertising and our ability to maintain and enhance our brands; our ability to manage our growth in a cost-effective manner and integrate and manage acquisitions; compliance with anti-corruption laws and regulations in the jurisdictions in which we operate, including the Foreign Corrupt Practices Act and the (U.K.) Bribery Act 2010; restrictions on the ability of U.S. companies to do business in foreign countries, including, among others, restrictions imposed by the U.S. Office of Foreign Assets Control; difficulties in collecting accounts receivable; our ability to successfully implement our new enterprise resource planning system, our new integrated business plan and other improvements to systems, operations, strategy and procedures needed to support our growth; and other events beyond our control that may result in unexpected adverse operating results.

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, 2018 as filed with the Securities and Exchange Commission ("SEC") on February 21, 2019, in Item 1A of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 as filed with the SEC on August 8, 2019 and in Item 1A of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 as filed with the SEC on November 7, 2019.

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 is the inflight internet company. We are the leading global provider of broadband connectivity products and services for aviation. We design and source innovative network solutions that connect aircraft to the Internet, and develop software and platforms that enable customizable solutions for and by our aviation partners. Once connected, we provide industry leading reliability around the world. Our mission is to help aviation go farther by making planes fly smarter, so our aviation partners perform better and their passengers travel happier.

Gogo's products and services are installed on thousands of aircraft operated by the leading global commercial airlines and thousands of private aircraft, including those of the largest fractional ownership operators. Gogo is headquartered in Chicago, IL, with additional facilities in Broomfield, CO, and locations across the globe. Connect with us at gogoair.com.


                                                                                 
              
                Gogo Inc. and Subsidiaries


                                                                    
            
                Unaudited Condensed Consolidated Statements of Operations


                                                                          
              
                (in thousands, except per share amounts)




                                                                                  For the Three Months                                                       For the Nine Months


                                                                                  Ended 
                September
                                                                                           30,                                                             Ended 
                September 30,



                                                                          2019                                                       2018                                    2019                           2018




     
                Revenue:



     Service revenue                                           $
           158,399                                        $
              160,376                     $
              497,142              $
            470,110



     Equipment revenue                                                 42,783                                                     56,881                                 117,274                        206,430




     
                Total revenue                                       201,182                                                    217,257                                 614,416                        676,540






     
                Operating expenses:


      Cost of service revenue (exclusive of items
       shown below)                                                     73,891                                                     69,476                                 213,506                        218,073


      Cost of equipment revenue (exclusive of items
       shown below)                                                     28,830                                                     53,960                                  94,132                        170,603


      Engineering, design and development                               28,877                                                     30,018                                  80,517                         88,204



     Sales and marketing                                               12,334                                                     13,963                                  37,646                         45,291



     General and administrative                                        20,740                                                     24,860                                  70,275                         71,152



     Depreciation and amortization                                     29,292                                                     32,590                                  90,008                        100,447



                   Total operating expenses                            193,964                                                    224,867                                 586,084                        693,770



                   Operating income (loss)                               7,218                                                    (7,610)                                 28,332                       (17,230)





                   Other (income) expense:



     Interest income                                                    (987)                                                     (903)                                (3,366)                       (3,307)



     Interest expense                                                  30,740                                                     30,743                                  99,444                         91,938



     Loss on extinguishment of debt                                                                                                                57,962



     Other (income) expense                                               143                                                         72                                 (2,779)                          (59)




     
                Total other expense                                  29,896                                                     29,912                                 151,261                         88,572





                   Loss before income taxes                           (22,678)                                                  (37,522)                              (122,929)                     (105,802)



     Income tax provision (benefit)                                       213                                                        195                                     724                        (3,459)




     
                Net loss                                    $
           (22,891)                                      $
              (37,717)                  $
              (123,653)           $
            (102,343)




                   Net loss attributable to common
                    stock per share-basic and diluted            $
           (0.28)                                        $
              (0.47)                     $
              (1.54)              $
            (1.28)





                   Weighted average number of shares-basic and
                    diluted                                             80,908                                                     80,196                                  80,370                         79,948


                                                                    
        
               Gogo Inc. and Subsidiaries


                                                                
        
         Unaudited Condensed Consolidated Balance Sheets


                                                                
        
         (in thousands, except share and per share data)




                                                                  
        
             September 30,                             
     
     December 31,


                                                                                                                2019                                      2018




     
                Assets



     
                Current assets:



     Cash and cash equivalents                                                                    $
              217,662                        $
             184,155



     Short-term investments                                                                                                         39,323




     Total cash, cash equivalents and short-term investments                                                217,662                                   223,478


      Accounts receivable, net of allowances of $3,542 and $500,
       respectively                                                                                          102,708                                   134,308



     Inventories                                                                                            133,413                                   193,045



     Prepaid expenses and other current assets                                                               25,018                                    34,695




     
                Total current assets                                                                      478,801                                   585,526






     
                Non-current assets:



     Property and equipment, net                                                                            553,040                                   511,867



     Goodwill and intangible assets, net                                                                     80,381                                    83,491



     Operating lease right-of-use assets                                                                     84,483



     Other non-current assets                                                                                83,669                                    84,212




     
                Total non-current assets                                                                  801,573                                   679,570




     
                Total assets                                                                  $
              1,280,374                      $
             1,265,096






     
                Liabilities and Stockholders' deficit



     
                Current liabilities:



     Accounts payable                                                                              $
              25,521                         $
             23,860



     Accrued liabilities                                                                                    200,753                                   213,111



     Deferred revenue                                                                                        32,499                                    38,571



     Deferred airborne lease incentives                                                                      24,954                                    24,145



     
                Total current liabilities                                                                 283,727                                   299,687






     
                Non-current liabilities:



     Long-term debt                                                                                       1,096,166                                 1,024,893



     Deferred airborne lease incentives                                                                     133,328                                   129,086



     Non-current operating lease liabilities                                                                 96,208



     Other non-current liabilities                                                                           53,774                                    80,191




     
                Total non-current liabilities                                                           1,379,476                                 1,234,170




     
                Total liabilities                                                                       1,663,203                                 1,533,857






     
                Commitments and contingencies





     
                Stockholders' deficit



     Common stock                                                                                                 9                                         9



     Additional paid-in-capital                                                                             975,462                                   963,458



     Accumulated other comprehensive loss                                                                   (2,880)                                  (3,554)



     Accumulated deficit                                                                                (1,355,420)                              (1,228,674)




     
                Total stockholders' deficit                                                             (382,829)                                (268,761)



                   Total liabilities and stockholders' deficit                                   $
              1,280,374                      $
             1,265,096


                                                 
              
                Gogo Inc. and Subsidiaries


                                 
              
                Unaudited Condensed Consolidated Statements of Cash Flows


                                                       
              
                (in thousands)




                                                                                                           For the Nine Months


                                                                                                           Ended September 30,



                                                                                                    2019                                             2018




     
                Operating activities:



     
                Net loss                                                          $
              (123,653)                              $
           (102,343)


      Adjustments to reconcile net loss to cash provided by (used
       in) operating activities:



     Depreciation and amortization                                                               90,008                                          100,447


      Loss on asset disposals, abandonments and write-downs                                        8,246                                            8,103



     Gain on transition to airline-directed model                                                                             (21,551)



     Deferred income taxes                                                                          133                                          (3,866)



     Stock-based compensation expense                                                            12,711                                           12,531



     Amortization of deferred financing costs                                                     3,901                                            3,143


      Accretion and amortization of debt discount and premium                                     11,490                                           14,000



     Loss on extinguishment of debt                                                              57,962



     Changes in operating assets and liabilities:



     Accounts receivable                                                                         28,496                                         (28,501)



     Inventories                                                                                 12,823                                         (37,451)



     Prepaid expenses and other current assets                                                    9,752                                          (1,141)



     Contract assets                                                                           (18,982)                                        (21,557)



     Accounts payable                                                                               993                                            5,568



     Accrued liabilities                                                                       (11,292)                                          13,211



     Deferred airborne lease incentives                                                         (1,729)                                         (4,040)



     Deferred revenue                                                                           (1,412)                                         (2,216)



     Accrued interest                                                                           (1,993)                                        (24,955)



     Warranty reserves                                                                            2,289                                            5,888



     Other non-current assets and liabilities                                                   (4,404)                                         (7,166)



                   Net cash provided by (used in) operating activities                            75,339                                         (91,896)






     
                Investing activities:



     Purchases of property and equipment                                                       (65,516)                                       (107,096)


      Acquisition of intangible assets-capitalized software                                     (12,712)                                        (17,316)



     Purchases of short-term investments                                                                                      (39,323)



     Redemptions of short-term investments                                                       39,323                                          163,540



     Other, net                                                                                   2,504


                   Net cash used in investing activities                                        (36,401)                                           (195)






     
                Financing activities:



     Proceeds from issuance of senior secured notes                                             920,683



     Redemption of senior secured notes                                                       (741,360)



     Repurchase of convertible notes                                                          (159,502)



     Payment of debt issuance costs                                                            (23,433)



     Payments on financing leases                                                                 (552)                                         (1,626)



     Stock-based compensation activity                                                               88                                               81


                   Net cash used in financing activities                                         (4,076)                                         (1,545)






     Effect of exchange rate changes on cash                                                      (357)                                           (530)




                   Increase (decrease) in cash, cash equivalents and restricted
                    cash                                                                          34,505                                         (94,166)


      Cash, cash equivalents and restricted cash at beginning of
       period                                                                                    191,116                                          203,729



                   Cash, cash equivalents and restricted cash at end
                    of period                                                          $
              225,621                                 $
           109,563





      Cash, cash equivalents and restricted cash at end
       of period                                                                       $
              225,621                                 $
           109,563



     Less: current restricted cash                                                                  535                                            1,773



     Less: non-current restricted cash                                                            7,424                                            5,126



                   Cash and cash equivalents at end of period                          $
              217,662                                 $
           102,664





     
                Supplemental Cash Flow Information:



     Cash paid for interest                                                            $
              86,477                                  $
           99,823


                                         
           
                Gogo Inc. and Subsidiaries


                               
             
             Supplemental Information - Key Operating Metrics




                                       
          
                Commercial Aviation North America

                                                              ---



                                           For the Three Months                                          For the Nine Months


                                           Ended September 30,                                          Ended September 30,



                                  2019                                         2018                     2019                     2018





      Aircraft online (at
       period end)               2,422                                        2,712                    2,422                    2,712



     Satellite                    820                                          637                      820                      637



     ATG                        1,602                                        2,075                    1,602                    2,075




      Total aircraft
       equivalents (average
       during the period)        2,486                                        2,809                    2,495                    2,866




      Net annualized
       average
       monthly
       service
       revenue per
       aircraft
       equivalent
       (annualized
       ARPA) (in
       thousands)           $
           112                              $
              114               $
         125               $
         110




                                       
          
                Commercial Aviation Rest of World

                                                              ---



                                           For the Three Months                                          For the Nine Months


                                           Ended September 30,                                          Ended September 30,



                                  2019                                         2018                     2019                     2018





      Aircraft online (at
       period end)                 721                                          513                      721                      513


      Total aircraft
       equivalents (average
       during the period)          659                                          445                      609                      391


      Net annualized
       ARPA (in
       thousands)           $
           128                              $
              148               $
         133               $
         151

    --  Aircraft online. We define aircraft online as the total number of
        commercial aircraft on which our equipment is installed and service has
        been made commercially available as of the last day of each period
        presented. We assign aircraft to CA-NA or CA-ROW at the time of contract
        signing as follows: (i) all aircraft operated by North American airlines
        and under contract for ATG or ATG-4 service are assigned to CA-NA, (ii)
        all aircraft operated by North American airlines and under a contract
        for satellite service are assigned to CA-NA or CA-ROW based on whether
        the routes flown by such aircraft under the contract are anticipated to
        be predominantly within or outside of North America at the time the
        contract is signed, and (iii) all aircraft operated by non-North
        American airlines and under a contract are assigned to CA-ROW. All
        aircraft online for the CA-ROW segment are equipped with our satellite
        equipment. The decline in CA-NA's aircraft online is due to the
        deinstallation of our equipment from certain American Airlines aircraft
        during 2018 and the first half of 2019.
    --  Aircraft equivalents. We define aircraft equivalents for a segment as
        the number of commercial aircraft online (as defined above) multiplied
        by the percentage of flights flown by such aircraft within the scope of
        that segment, rounded to the nearest whole aircraft and expressed as an
        average of the month-end figures for each month in the period.  This
        methodology takes into account the fact that during a particular period
        certain aircraft may fly routes outside the scope of the segment to
        which they are assigned for purposes of the calculation of aircraft
        online. The decline in CA-NA's aircraft equivalents is due to the
        deinstallation of our equipment from certain American Airlines aircraft
        during 2018 and the first half of 2019.
    --  Net annualized average monthly service revenue per aircraft equivalent
        ("ARPA"). We define net annualized ARPA as the aggregate service revenue
        plus monthly service fees, some of which are reported as a reduction to
        cost of service revenue for that segment for the period, less revenue
        share expense and other transactional expenses which are included in
        cost of service revenue for that segment, divided by the number of
        months in the period, and further divided by the number of aircraft
        equivalents (as defined above) for that segment during the period, which
        is then annualized and rounded to the nearest thousand.


                                               
     
         Business Aviation

                                                   ---



                          For the Three Months                           For the Nine Months


                          Ended September 30,                            Ended September 30,



                                          2019                                           2018      2019      2018





        Aircraft online
         (at period end)


        Satellite                        5,043                                          5,137     5,043     5,137



       ATG                              5,527                                          5,019     5,527     5,019


        Average monthly
         service revenue
         per aircraft
         online


        Satellite              $
              244                                $
              246 $
        244 $
        241



       ATG                              3,087                                          3,008     3,083     3,024


        Units Sold


        Satellite                          137                                             98       345       315



       ATG                                293                                            296       666       827


        Average equipment
         revenue per unit
         sold (in
         thousands)


        Satellite               $
              39                                 $
              41  $
        42  $
        40



       ATG                                 69                                             68        66        66

    ---

    --  Satellite aircraft online. We define satellite aircraft online as the
        total number of business aircraft for which we provide satellite
        services as of the last day of each period presented.
    --  ATG aircraft online. We define ATG aircraft online as the total number
        of business aircraft for which we provide ATG services as of the last
        day of each period presented.
    --  Average monthly service revenue per satellite aircraft online. We define
        average monthly service revenue per satellite aircraft online as the
        aggregate satellite service revenue for the period divided by the number
        of months in the period, divided by the number of satellite aircraft
        online during the period (expressed as an average of the month-end
        figures for each month in such period).
    --  Average monthly service revenue per ATG aircraft online. We define
        average monthly service revenue per ATG aircraft online as the aggregate
        ATG 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).
    --  Units sold. We define units sold as the number of satellite or ATG units
        for which we recognized revenue during the period.
    --  Average equipment revenue per satellite unit sold. We define average
        equipment revenue per satellite unit sold as the aggregate equipment
        revenue earned from all satellite units sold during the period, divided
        by the number of satellite units sold.
    --  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.


                                             
              
                Gogo Inc. and Subsidiaries


                            
     
     Supplemental Information - Segment Revenue and Segment Profit (Loss) 
     
           (1)


                                              
              
                (in thousands, unaudited)




                                           
              
                For the Three Months Ended


                                               
              
                September 30, 2019


                                                                CA-NA                                          CA-ROW           BA






     Service revenue                              $
              80,470                                      $
       22,580   $
       55,349



     Equipment revenue                                         3,665                                           13,127        25,991



     Total revenue                                $
              84,135                                      $
       35,707   $
       81,340






     Segment profit (loss)                        $
              12,208                                    $
       (13,659)  $
       36,951





                                           
              
                For the Three Months Ended


                                               
              
                September 30, 2018


                                                                CA-NA                                          CA-ROW           BA






     Service revenue                              $
              93,443                                      $
       17,646   $
       49,287



     Equipment revenue                                        15,027                                           17,551        24,303



     Total revenue                               $
              108,470                                      $
       35,197   $
       73,590






     Segment profit (loss)                         $
              8,699                                    $
       (22,747)  $
       35,178





                                            
              
                For the Nine Months Ended


                                               
              
                September 30, 2019


                                                                CA-NA                                          CA-ROW           BA






     Service revenue                             $
              268,899                                      $
       64,925  $
       163,318



     Equipment revenue                                        17,032                                           40,430        59,812



     Total revenue                               $
              285,931                                     $
       105,355  $
       223,130






     Segment profit (loss)                        $
              59,921                                    $
       (50,073) $
       101,739





                                            
              
                For the Nine Months Ended


                                               
              
                September 30, 2018


                                                                CA-NA                                          CA-ROW           BA






     Service revenue                             $
              277,972                                      $
       47,076  $
       145,062



     Equipment revenue (2)                                    93,969                                           40,935        71,526



     Total revenue                               $
              371,941                                      $
       88,011  $
       216,588






     Segment profit (loss)                        $
              17,396                                    $
       (69,826) $
       104,180




     
     (1) Segment profit (loss) is defined as
              net income (loss) attributable to
              common stock before interest
              expense, interest income, income
              taxes, depreciation and
              amortization, certain non-cash
              items (including amortization of
              deferred airborne lease incentives,
              stock-based compensation expense,
              loss on extinguishment of debt,
              amortization of STC costs and the
              accounting impact of the transition
              to the airline-directed model) and
              other income (expense).



     
     (2) CA-NA equipment revenue for the nine
              month period ended September 30,
              2018 includes the accounting impact
              of the transition of one of our
              airline partners to the airline-
              directed model. See Note 1, "Basis
              of Presentation," in our September
              30, 2019 Form 10-Q for additional
              information.


                                   
              
                Gogo Inc. and Subsidiaries


        
          
               Supplemental Information - Segment Cost of Service Revenue 
         
             (1)


                                   
              
                (in thousands, unaudited)




                                                             For the Three Months                           % Change



                                                             Ended September 30,                           2019 over



                                                    2019                                        2018        2018






     CA-NA                             $
              38,931                               $
         39,664       (1.8)
                                                                                                               %



     BA                                          13,022                                      10,450        24.6
                                                                                                               %



     CA-ROW                                      21,938                                      19,362        13.3
                                                                                                               %




     Total                             $
              73,891                               $
         69,476         6.4
                                                                                                               %





                                                             For the Nine Months                           % Change



                                                             Ended September 30,                           2019 over



                                                    2019                                        2018        2018






     CA-NA                            $
              114,001                              $
         131,811      (13.5)
                                                                                                               %



     BA                                          39,175                                      31,650        23.8
                                                                                                               %



     CA-ROW                                      60,330                                      54,612        10.5
                                                                                                               %




     Total                            $
              213,506                              $
         218,073       (2.1)
                                                                                                               %






     
            (1) Excludes depreciation and amortization expense.






                                   
              
                Gogo Inc. and Subsidiaries


      
          
               Supplemental Information - Segment Cost of Equipment Revenue 
         
             (1)


                                   
              
                (in thousands, unaudited)




                                                             For the Three Months                           % Change



                                                             Ended September 30,                           2019 over



                                                    2019                                        2018        2018






     CA-NA                              $
              1,943                               $
         18,722      (89.6)
                                                                                                               %



     BA                                          14,915                                      14,720         1.3
                                                                                                               %



     CA-ROW                                      11,972                                      20,518      (41.7)
                                                                                                               %



     Total                             $
              28,830                               $
         53,960      (46.6)
                                                                                                               %





                                                             For the Nine Months                           % Change



                                                             Ended September 30,                           2019 over



                                                    2019                                        2018        2018






     CA-NA                              $
              9,399                               $
         83,520      (88.7)
                                                                                                               %



     BA                                          38,122                                      42,444      (10.2)
                                                                                                               %



     CA-ROW                                      46,611                                      44,639         4.4
                                                                                                               %



     Total                             $
              94,132                              $
         170,603      (44.8)
                                                                                                               %






     
            (1) Excludes depreciation and amortization expense.


                                                                 
              
                Gogo Inc. and Subsidiaries


                                                          
             
                Reconciliation of GAAP to Non-GAAP Measures


                                                           
             
                (in thousands, except per share amounts)


                                                                         
              
                (unaudited)




                                                              For the Three Months                                                    For the Nine Months


                                                              Ended September 30,                                                    Ended September 30,



                                                       2019                                                      2018                                 2019                             2018




     
                Adjusted EBITDA:


      Net loss attributable to common
       stock (GAAP)                           $
         (22,891)                                     $
              (37,717)               $
              (123,653)            $
             (102,343)



     Interest expense                               30,740                                                    30,743                               99,444                           91,938



     Interest income                                 (987)                                                    (903)                             (3,366)                         (3,307)



     Income tax provision (benefit)                    213                                                       195                                  724                          (3,459)



     Depreciation and amortization                  29,292                                                    32,590                               90,008                          100,447




     EBITDA                                         36,367                                                    24,908                               63,157                           83,276



     Stock-based compensation expense                4,066                                                     3,932                               12,711                           12,531


      Amortization of deferred airborne lease
       incentives                                   (6,335)                                                  (8,074)                            (21,365)                        (23,166)



     Amortization of STC costs                       1,259                                                       292                                1,901                              719


      Transition to airline-directed model                                                                                                                   (21,551)



     Loss on extinguishment of debt                                                                                          57,962


      Proceeds from litigation settlement                                                                                    (3,215)



     Adjusted EBITDA                           $
         35,357                                        $
              21,058                  $
              111,151                $
             51,809





                   Unlevered Free Cash Flow:


      Net cash provided by (used in)
       operating activities (GAAP) (1)          $
         69,804                                      $
              (62,867)                  $
              75,339              $
             (91,896)


      Consolidated capital expenditures (1)        (35,983)                                                  (9,246)                            (78,228)                       (124,412)



     Free cash flow                                 33,821                                                  (72,113)                             (2,889)                       (216,308)



     Cash paid for interest (1)                         57                                                    49,912                               86,477                           99,823



     Interest income (2)                             (987)                                                    (903)                             (3,366)                         (3,307)



     Unlevered free cash flow                  $
         32,891                                      $
              (23,104)                  $
              80,222             $
             (119,792)


     ________________________________


                   (1)   See unaudited condensed consolidated statements of cash flows.


                   (2)   See unaudited condensed consolidated statements of operations.

Definition of Non-GAAP Measures:

EBITDA represents net loss attributable to common stock before interest expense, interest income, income taxes, depreciation expense and amortization of other intangible assets.

Adjusted EBITDA represents EBITDA adjusted for (i) stock-based compensation expense, (ii) amortization of deferred airborne lease incentives, (iii) amortization of STC costs, (iv) the accounting impact of the transition to the airline-directed model, (v) proceeds from litigation settlement and (vi) 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 the exclusion of stock-based compensation expense from Adjusted EBITDA is appropriate given the significant variation in expense that can result from using the Black-Scholes model to determine the fair value of such compensation. The fair value of our stock options is determined using the Black-Scholes model and varies based on fluctuations in the assumptions used in this model, including inputs that are not necessarily directly related to the performance of our business, such as the expected volatility, the risk-free interest rate and the expected life of the options. Therefore, we believe the exclusion of this cost provides a clearer view of the operating performance of our business. Further, stock option 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.

We believe the exclusion of the amortization of deferred airborne lease incentives and amortization of STC costs from Adjusted EBITDA is useful as it allows an investor to view operating performance across time periods in a manner consistent with how management measures segment profit and loss (see Note 15, "Business Segments and Major Customers," for a description of segment profit (loss) in our unaudited condensed consolidated financial statements). Management evaluates segment profit and loss in this manner, excluding the amortization of deferred airborne lease incentives and amortization of STC costs, because such presentation reflects operating decisions and activities from the current period, without regard to the prior period decision or the form of connectivity agreements.

We believe it is useful for an understanding of our operating performance to exclude the accounting impact of the transition by one of our airline partners to the airline-directed model and the loss on extinguishment of debt from Adjusted EBITDA because of the non-recurring nature of these activities.

We believe the exclusion of litigation proceeds from Adjusted EBITDA is appropriate as this is non-recurring in nature and represents an infrequent financial benefit 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 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 (used in) operating activities, less purchases of property and equipment and the acquisition of intangible assets. We believe Free Cash Flow provides meaningful information regarding the Company's liquidity.

Unlevered Free Cash Flow represents Free Cash Flow adjusted for cash interest payments and interest income. We believe that Unlevered Free Cash Flow provides an additional view of the Company's liquidity, excluding the impact of our capital structure.

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SOURCE Gogo