(State or other jurisdiction

of incorporation)

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File Number)

(IRS Employer

Identification No.)

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of Class

Trading

Symbol

Name of Each Exchange

on Which Registered

Exhibit No.

Description

Consolidated revenue of $200 million—at the high end of our preliminary estimated range of $197 million to $200 million provided on April 15, 2019

Net loss of $16.8 million—39% year-over-year improvement

Adjusted EBITDA⁽¹⁾ of $38 million—as compared with $11.9 million in Q1 2018

Net Cash Used in Operating Activities of $(6.2) million; Unlevered Free Cash Flow of $11.1 million ⁽¹⁾

Subsequent to the end of the first quarter, Gogo completed its previously announced offerings of $925 million aggregate principal amount of 9.875% senior secured notes due 2024 and commenced a tender offer for the outstanding 3.75% senior convertible notes due 2020

Consolidated revenue of $200 million:

Service revenue of $165 million increased nearly 10% from Q1 2018, primarily due to positive business fundamentals across both Commercial Aviation and Business Aviation, and includes $6.8 million in product development-related revenue from one of our airline partners.

Service revenue grew despite the cumulative effect of the de-installations of American Airlines ATG aircraft, which totaled 527 de-installations at the end of the first quarter of 2019.

Equipment revenue of $34.5 million declined from $81.1 million in Q1 2018, primarily due to a $45 million equipment revenue benefit in Q1 2018 related to one airline partner’s transition to the airline-directed model.

Net loss of $16.8 million improved 39% year-over-year.

Adjusted EBITDA⁽¹⁾ increased to $38 million, an increase of nearly 220% over Q1 2018.

Cash, cash equivalents and short-term investments were $189 million as of March 31, 2019 as compared with $223 million at December 31, 2018, which reflects $46 million in interest payments made by the Company during the first quarter.

Total revenue increased to $70.5 million, up 2% from Q1 2018.

Service revenue increased to $53.2 million, up 12% from Q1 2018, driven primarily by an 11% increase in ATG units online.

Equipment revenue decreased to $17.3 million, down 18% from Q1 2018, largely attributable to timing delays in the aftermarket channel due to the FAA-mandated December 31, 2019 deadline for installation of ADS-B safety systems.

Segment profit increased to $33.5 million, up 4% from the prior-year period, with segment profit margin of 47.5% versus 47% in the prior-year period.

Total revenue decreased to $96.1 million from the prior-year period due to the decline in equipment revenue discussed below.

Service revenue increased to $92 million up 4% from the prior-year period, primarily due to $6.8 million of product development-related revenue from one of our airline partners and increased usage from other airlines, partially offset by the de-installations described above.

Equipment revenue decreased to $4 million as compared with $55 million for the prior-year period, due to the transition of one airline partner to the airline-directed model in Q1 2018.

Segment profit increased to $23.5 million from $1.7 million in Q1 2018, reflecting stronger CA-NA service revenue, including $6.8 million of product development-related revenue from one of our airline partners, and $4 million in delayed timing of operating expenses.

Take rates increased to 13.9% in Q1 2019, up from 10.5% in the prior-year period.

Net annualized ARPA increased to $115,000 excluding the positive impact of $6.8 million of product development-related revenue discussed above.

Aircraft online decreased to 2,412 from 2,840 at March 31, 2018 due to the de-installations, which are expected to be completed at the end of June 2019. Under Gogo’s agreements with other airlines, nearly all of our mainline ATG aircraft will be upgraded to Gogo’s 2Ku satellite solution.

Total revenue increased to $33 million, up 72% from $19.2 million in Q1 2018.

Service revenue increased to $19.8 million, up 39% from Q1 2018, driven by an increase in aircraft online.

Equipment revenue increased to $13.2 million, up from $4.9 million in the prior-year period, due to an increase in net aircraft installations in the first quarter of 2019 as compared with the prior-year period.

Segment loss of $19.1 million improved 15% compared with Q1 2018, due primarily to improved satcom network utilization.

Take rates increased to 13.6% in Q1 2019, up from 12.2% in the prior-year period.

Net annualized ARPA of $136,000 in Q1 2019 declined from $159,000 in the prior-year period, reflecting dilution from the significant growth in new aircraft fleets online, which typically generate initially lower net annualized ARPA.

Aircraft online increased to 641, up 55% from 414 on March 31, 2018.

2Ku aircraft online reached more than 1,100 as of March 31, 2019, an increase of 100 aircraft in Q1 2019. Gogo had a 2Ku backlog of approximately 900 aircraft as of March 31, 2019.⁽²⁾

As of May 1, 2019, Gogo had experienced no incidents of de-icing related 2Ku system degradation on aircraft fitted with Gogo’s recent de-icing modifications. Gogo estimates that aircraft with Gogo de-icing modifications have now flown over 22,000 de-iced flights, based on Federal Aviation Administration (FAA) data listing airports under de-icing conditions.

Gogo’s 2Ku availability in the first quarter of 2019 was 97% up from 88% in the prior year period.

Alaska Airlines launched Gogo 2Ku connectivity and Gogo Vision wireless IFE on an A321neo aircraft featuring the airline’s redesigned cabin interior.

Total consolidated revenue of $800 million to $850 million (no change from prior guidance)

CA-NA revenue of $355 million to $380 million (no change from prior guidance), with approximately 5% from equipment revenue (changed from prior guidance of 10%) due to the impact of one airline that has transitioned from the airline-directed model to the turnkey business model and another airline that is expected to do so during 2019.

CA-ROW revenue of $135 million to $150 million, with approximately 30% from equipment revenue (no change from prior guidance for either measure).

BA revenue of $310 million to $320 million (no change from prior guidance).

Adjusted EBITDA⁽¹⁾ of $90 million to $105 million (increased from prior guidance of $75 million to $95 million).

Free Cash Flow improvement of at least $100 million versus 2018 (changed from prior guidance of an improvement of approximately $100 million).

Increase of 400 to 475 in 2Ku aircraft online (no change from prior guidance).

See “Non-GAAP Financial Measures” below.

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.

Revenue:

Service revenue

Equipment revenue

Total revenue

Operating expenses:

Cost of service revenue (exclusive of items shown below)

Cost of equipment revenue (exclusive of items shown below)

Engineering, design and development

Sales and marketing

General and administrative

Depreciation and amortization

Total operating expenses

Operating income (loss)

Other (income) expense:

Interest income

Interest expense

Other income

Total other expense

Loss before income taxes

Income tax provision (benefit)

Net loss

Net loss attributable to common stock per share—basic and diluted

Weighted average number of shares—basic and diluted

Assets

Current assets:

Cash and cash equivalents

Short-term investments

Total cash, cash equivalents and short-term investments

Accounts receivable, net of allowances of $583 and $500, respectively

Inventories

Prepaid expenses and other current assets

Total current assets

Non-current assets:

Property and equipment, net

Goodwill and intangible assets, net

Operating lease right-of-use assets

Other non-current assets

Total non-current assets

Total assets

Liabilities and Stockholders’ deficit

Current liabilities:

Accounts payable

Accrued liabilities

Deferred revenue

Deferred airborne lease incentives

Total current liabilities

Non-current liabilities:

Long-term debt

Deferred airborne lease incentives

Non-current operating lease liabilities

Other non-current liabilities

Total non-current liabilities

Total liabilities

Commitments and contingencies (Note 12)

Stockholders’ deficit

Common stock, par value $0.0001 per share; 500,000,000 shares authorized at March 31, 2019 and December 31, 2018; 87,878,770 and 87,678,812 shares issued at March 31, 2019 and December 31, 2018, respectively; and 87,797,614 and 87,560,694 shares outstanding at March 31, 2019 and December 31, 2018, respectively

Additional paid-in-capital

Accumulated other comprehensive loss

Accumulated deficit

Total stockholders’ deficit

Total liabilities and stockholders’ deficit

Operating activities:

Net loss

Adjustments to reconcile net loss to cash used in operating activities:

Depreciation and amortization

Loss on asset disposals, abandonments and write-downs

Gain on transition to airline-directed model

Deferred income taxes

Stock-based compensation expense

Amortization of deferred financing costs

Accretion and amortization of debt discount and premium

Changes in operating assets and liabilities:

Accounts receivable

Inventories

Prepaid expenses and other current assets

Contract assets

Accounts payable

Accrued liabilities

Deferred airborne lease incentives

Deferred revenue

Accrued interest

Warranty reserves

Other non-current assets and liabilities

Net cash used in operating activities

Investing activities:

Purchases of property and equipment

Acquisition of intangible assets—capitalized software

Purchases of short-term investments

Redemptions of short-term investments

Other, net

Net cash provided by (used in) investing activities

Financing activities:

Payment of debt issuance costs

Payments on financing leases

Stock-based compensation activity

Net cash used in financing activities

Effect of exchange rate changes on cash

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

Cash, cash equivalents and restricted cash at beginning of period

Cash, cash equivalents and restricted cash at end of period

Cash, cash equivalents and restricted cash at end of period

Less: current restricted cash

Less: non-current restricted cash

Cash and cash equivalents at end of period

Supplemental Cash Flow Information:

Cash paid for interest

Commercial Aviation North America

Aircraft online (at period end)

Satellite

ATG

Total aircraft equivalents (average during the period)

Net annualized average monthly service revenue per aircraft equivalent (annualized ARPA) (in thousands)

Commercial Aviation Rest of World

Aircraft online (at period end)

Total aircraft equivalents (average during the period)

Net annualized ARPA (in thousands)

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 three month period ended March 31, 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 three month period ended March 31, 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

Aircraft online (at period end)

Satellite

ATG

Average monthly service revenue per aircraft online

Satellite

ATG

Units Sold

Satellite

ATG

Average equipment revenue per unit sold (in thousands)

Satellite

ATG

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.

Service revenue

Equipment revenue

Total revenue

Segment profit (loss)

Service revenue

Equipment revenue ⁽²⁾

Total revenue

Segment profit (loss)

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, amortization of STC costs and the accounting impact of the transition to the airline-directed model) and other income (expense).

CA-NA equipment revenue for the three month period ended March 31, 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 March 31, 2019 10-Q for additional information.

CA-NA

BA

CA-ROW

Total

Excludes depreciation and amortization expense.

CA-NA

BA

CA-ROW

Total

Excludes depreciation and amortization expense.

Adjusted EBITDA:

Net loss attributable to common stock (GAAP)

Interest expense

Interest income

Income tax provision (benefit)

Depreciation and amortization

EBITDA

Stock-based compensation expense

Amortization of deferred airborne lease incentives

Amortization of STC costs

Transition to airline-directed model

Proceeds from litigation settlement

Adjusted EBITDA

Free Cash Flow:

Net cash used in operating activities (GAAP) ⁽¹⁾

Consolidated capital expenditures ⁽¹⁾

Free cash flow

Cash paid for interest ⁽¹⁾

Interest income ⁽²⁾

Unlevered free cash flow

See unaudited condensed consolidated statements of cash flows.

See unaudited condensed consolidated statements of operations.