0001564590-20-052605 | 10-Q | XBRL Viewer

Accumulated other comprehensive loss

1,086,665

979,499

(4,323)

(2,256)

Treasury stock, at cost

(98,857)

Accumulated deficit

(1,630,688)

(1,376,142)

^[1]

Total stockholders’ deficit

(647,194)

(398,890)

Total liabilities and stockholders’ deficit

$ 984,455

$ 1,214,700

[1]

The impact of the adoption of ASC 326 includes the impacts related to our discontinued operations of $1.0 million related to accounts receivable, $0.4 million related to prepaid and other current assets, and $1.8 million related to other non-current assets, for a total impact of $3.7 million when combined with the amounts related to continuing operations

Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Statement Of Financial Position [Abstract]
Allowances on accounts receivable	$ 1,539	$ 660
Other non-current assets, net of allowances	$ 320	$ 0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	85,255,574	88,292,821
Common stock, shares outstanding	85,237,282	88,240,877

Unaudited Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Revenue:
Total revenue	$ 66,525	$ 81,340	$ 192,084	$ 223,130
Operating expenses:
Cost of service revenue (exclusive of items shown below)	11,635	10,046	32,809	29,847
Cost of equipment revenue (exclusive of items shown below)	8,543	14,915	24,036	38,122
Engineering, design and development	4,510	8,130	17,365	18,620
Sales and marketing	3,758	5,178	10,724	15,946
General and administrative	12,539	12,157	36,378	41,627
Depreciation and amortization	3,320	3,861	10,117	11,876
Total operating expenses	44,305	54,287	131,429	156,038
Operating income	22,220	27,053	60,655	67,092
Other (income) expense:
Interest income	(36)	(960)	(689)	(3,231)
Interest expense	31,199	30,694	93,595	99,368
Loss on extinguishment of debt				57,962
Other expense	12	19	12	27
Total other expense	31,175	29,753	92,918	154,126
Loss from continuing operations before income taxes	(8,955)	(2,700)	(32,263)	(87,034)
Income tax provision (benefit)	(65)	154	216	461
Net loss from continuing operations	(8,890)	(2,854)	(32,479)	(87,495)
Net loss from discontinued operations, net of tax	(71,234)	(20,037)	(218,402)	(36,158)
Net loss	$ (80,124)	$ (22,891)	$ (250,881)	$ (123,653)
Net loss attributable to common stock per share – basic and diluted:
Net loss from continuing operations	$ (0.11)	$ (0.04)	$ (0.40)	$ (1.09)
Net loss from discontinued operations	(0.86)	(0.25)	(2.67)	(0.45)
Net loss	$ (0.97)	$ (0.29)	$ (3.07)	$ (1.54)
Weighted average number of shares—basic and diluted	82,707	80,908	81,892	80,370
Service [Member]
Revenue:
Total revenue	$ 53,324	$ 55,349	$ 155,083	$ 163,318
Product [Member]
Revenue:
Total revenue	$ 13,201	$ 25,991	$ 37,001	$ 59,812

Unaudited Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Statement Of Income And Comprehensive Income [Abstract]
Net loss	$ (80,124)	$ (22,891)	$ (250,881)	$ (123,653)
Currency translation adjustments, net of tax	535	(663)	(2,067)	674
Comprehensive loss	$ (79,589)	$ (23,554)	$ (252,948)	$ (122,979)

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Impact Of Coronavirus Global Pandemic [Abstract]

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Operating activities from continuing operations:
Net loss	$ (32,479)	$ (87,495)
Adjustments to reconcile net loss to cash provided by operating activities:
Depreciation and amortization	10,117	11,876
Loss on asset disposals, abandonments and write-downs	64	438
Provision for expected credit losses	1,048
Deferred income taxes	134	133
Stock-based compensation expense	8,283	6,731
Amortization of deferred financing costs	4,355	3,901
Accretion and amortization of debt discount and premium	10,311	11,490
Loss on extinguishment of debt		57,962
Changes in operating assets and liabilities:
Accounts receivable	8,619	(6,986)
Inventories	98	5,019
Prepaid expenses and other current assets	1,487	715
Contract assets	(7,581)	(567)
Accounts payable	577	2,425
Accrued liabilities	(11,364)	(1,835)
Deferred revenue	277	(186)
Accrued interest	26,379	(1,993)
Warranty reserves	(450)	700
Right-of-use assets and operating lease liabilities	(924)	(1,065)
Other non-current assets and liabilities	1,364	158
Net cash provided by operating activities from continuing operations	20,315	1,421
Investing activities from continuing operations:
Purchases of property and equipment	(448)	(1,091)
Acquisition of intangible assets—capitalized software	(5,915)	(4,229)
Redemptions of short—term investments		39,323
Net cash provided by (used in) investing activities from continuing operations	(6,363)	34,003
Financing activities from continuing operations:
Proceeds from credit facility draw	26,000
Repayments of amounts drawn from credit facility	(6,000)
Repurchase of convertible notes	(2,498)	(159,502)
Proceeds from issuance of senior secured notes		920,683
Redemption of senior secured notes		(741,360)
Payment of debt issuance costs		(23,409)
Other financing activities	(1,461)	88
Net cash provided by (used in) financing activities from continuing operations	16,041	(3,500)
Cash provided by (used in) operating activities	(56,009)	73,917
Cash used in investing activities	(28,152)	(70,403)
Cash used in financing activities	(344)	(576)
Net cash provided by (used in) discontinued operations	(84,505)	2,938
Effect of exchange rate changes on cash	(19)	(357)
Increase (decrease) in cash, cash equivalents and restricted cash	(54,531)	34,505
Cash, cash equivalents and restricted cash at beginning of period	177,675	191,116
Cash, cash equivalents and restricted cash at end of period	123,144	225,621
Less: current restricted cash	560	535
Less: non-current restricted cash	5,101	7,424
Cash and cash equivalents at end of period	117,483	217,662
Supplemental Cash Flow Information:
Cash paid for interest	53,230	86,477
Cash paid for taxes	$ 311	$ 456

Unaudited Condensed Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Total	Revision of Prior Period Accounting Standards Update Adjustment [Member]	Common Stock	Additional Paid-in Capital [Member]	Accumulated Other Comprehensive Loss [Member]	Accumulated Deficit [Member]	Accumulated Deficit [Member] Revision of Prior Period Accounting Standards Update Adjustment [Member]	Treasury Stock [Member]
Beginning Balance at Dec. 31, 2018	$ (268,761)	$ (3,093)	$ 9	$ 963,458	$ (3,554)	$ (1,228,674)	$ (3,093)
Beginning Balance, Shares at Dec. 31, 2018			87,560,694
Net loss	(123,653)					(123,653)
Currency translation adjustments, net of tax	674				674
Stock-based compensation expense	12,711			12,711
Issuance of common stock upon vesting of restricted stock units and restricted stock awards, Shares			359,005
Tax withholding related to vesting of restricted stock units	(834)			(834)
Issuance of common stock in connection with employee stock purchase plan	922			922
Issuance of common stock in connection with employee stock purchase plan, Shares			238,127
Repurchase of 2020 Convertible Notes	(795)			(795)
Ending Balance at Sep. 30, 2019	(382,829)		$ 9	975,462	(2,880)	(1,355,420)
Ending Balance, Shares at Sep. 30, 2019			88,157,826
Beginning Balance at Jun. 30, 2019	(363,607)		$ 9	971,130	(2,217)	(1,332,529)
Beginning Balance, Shares at Jun. 30, 2019			88,062,965
Net loss	(22,891)					(22,891)
Currency translation adjustments, net of tax	(663)				(663)
Stock-based compensation expense	4,066			4,066
Issuance of common stock upon vesting of restricted stock units and restricted stock awards, Shares			13,892
Tax withholding related to vesting of restricted stock units	(27)			(27)
Issuance of common stock in connection with employee stock purchase plan	293			293
Issuance of common stock in connection with employee stock purchase plan, Shares			80,969
Ending Balance at Sep. 30, 2019	(382,829)		$ 9	975,462	(2,880)	(1,355,420)
Ending Balance, Shares at Sep. 30, 2019			88,157,826
Beginning Balance at Dec. 31, 2019	(398,890)	$ (3,665)	$ 9	979,499	(2,256)	(1,376,142)	$ (3,665)
Beginning Balance, Shares at Dec. 31, 2019			88,240,877
Net loss	(250,881)					(250,881)
Currency translation adjustments, net of tax	(2,067)				(2,067)
Stock-based compensation expense	9,736			9,736
Issuance of common stock upon exercise of stock options	$ 102			102
Issuance of common stock upon exercise of stock options, shares	38,383		38,383
Issuance of common stock upon vesting of restricted stock units and restricted stock awards, Shares			1,708,337
Tax withholding related to vesting of restricted stock units	$ (2,273)			(2,273)
Issuance of common stock in connection with employee stock purchase plan	744		$ 1	743
Issuance of common stock in connection with employee stock purchase plan, Shares			327,085
Settlement of prepaid forward shares [value]			$ (1)	98,858				$ (98,857)
Settlement of prepaid forward shares [shares]			(5,077,400)					5,077,400
Ending Balance at Sep. 30, 2020	(647,194)		$ 9	1,086,665	(4,323)	(1,630,688)		$ (98,857)
Ending Balance, Shares at Sep. 30, 2020			85,237,282					5,077,400
Beginning Balance at Jun. 30, 2020	(569,017)		$ 8	1,085,254	(4,858)	(1,550,564)		$ (98,857)
Beginning Balance, Shares at Jun. 30, 2020			84,032,343					5,077,400
Net loss	(80,124)					(80,124)
Currency translation adjustments, net of tax	535				535
Stock-based compensation expense	2,577			2,577
Issuance of common stock upon exercise of stock options	102			102
Issuance of common stock upon exercise of stock options, shares			38,383
Issuance of common stock upon vesting of restricted stock units and restricted stock awards, Shares			1,066,909
Tax withholding related to vesting of restricted stock units	(1,464)			(1,464)
Issuance of common stock in connection with employee stock purchase plan	197		$ 1	196
Issuance of common stock in connection with employee stock purchase plan, Shares			99,647
Ending Balance at Sep. 30, 2020	$ (647,194)		$ 9	$ 1,086,665	$ (4,323)	$ (1,630,688)		$ (98,857)
Ending Balance, Shares at Sep. 30, 2020			85,237,282					5,077,400

Basis of Presentation

9 Months Ended

Sep. 30, 2020

Accounting Policies [Abstract]

Basis of Presentation

1.	Basis of Presentation

The Business - Gogo (“we,” “us,” “our”) is the global leader in providing broadband connectivity solutions and wireless in-flight entertainment to the business aviation industry. Through our Business Aviation (“BA”) business, we provide in-flight Internet connectivity and other voice and data communications products and services and sell equipment for in-flight telecommunications to the business aviation market. These services include Gogo Biz, our in-flight broadband service, Gogo Vision, our in-flight entertainment service, and satellite-based voice and data services through our strategic alliances with satellite companies.

On August 31, 2020, we entered into an agreement to sell our Commercial Aviation, or “CA,” business to Intelsat Jackson Holdings S.A. (“Intelsat” or the “Buyer”), as discussed below. As a result, the CA business is classified as held for sale and reported as discontinued operations and all periods presented in this Form 10-Q have been conformed to represent the CA business as a discontinued operation. See Note 3, “Discontinued Operations,” for additional information.

Services provided on commercial aircraft by our CA business include Passenger Connectivity, which allows passengers to connect to the Internet from their personal Wi-Fi-enabled devices; Passenger Entertainment, which offers passengers the opportunity to enjoy a broad selection of in-flight entertainment options on their personal Wi-Fi enabled devices; and Connected Aircraft Services (“CAS”), which offer airlines connectivity for various operations and currently includes, among other services, real-time credit card transaction processing, electronic flight bags and real-time weather information. Before classifying the CA business as held for sale we divided it into two segments – Commercial Aviation North America, or “CA-NA,” and Commercial Aviation Rest of World, or “CA-ROW.”

As a result of the pending sale of the CA business, the chief operating decision maker evaluates performance and business results for continuing operations, and makes resource and operating decisions, on a consolidated basis. As such, we do not have segment information to disclose in this Form 10-Q.

Basis of Presentation - The accompanying unaudited condensed consolidated financial statements and notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in conformity with Article 10 of Regulation S-X promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements and should be read in conjunction with our annual audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019 as filed with the Securities and Exchange Commission (“SEC”) on March 13, 2020 (the “2019 10-K”). These unaudited condensed consolidated financial statements reflect, in the opinion of management, all material adjustments (which include normal recurring adjustments) necessary to fairly state, in all material respects, our financial position, results of operations and cash flows for the periods presented.

The results of operations and cash flows for the three and nine month periods ended September 30, 2020, including the impact of COVID-19, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2020.

We have one class of common stock outstanding as of September 30, 2020 and December 31, 2019.

Sale of CA Business - On August 31, 2020, we entered into a purchase and sale agreement (the “Purchase Agreement”) with the Buyer, pursuant to which, subject to the satisfaction of the conditions set forth in the Purchase Agreement, we will sell our CA Business to the Buyer through the sale of all of the issued and outstanding units of our subsidiaries Gogo LLC, a Delaware limited liability company, and Gogo International Holdings LLC, a Delaware limited liability company, for a purchase price of $400 million in cash, subject to certain adjustments (the “Transaction”).

Consummation of the Transaction is subject to the satisfaction or waiver of (i) certain customary mutual closing conditions, including (a) the absence of any law or injunction prohibiting consummation of the Transaction, (b) the expiration or termination of the required waiting, notice or review periods and approvals or clearances under the Hart-Scott-Rodino Act, as amended (the “HSR Act”), and certain other approvals under competition laws, (c) the receipt of the CFIUS Clearance (as defined in the Purchase Agreement) and (d) the receipt of certain specified regulatory approvals, including the receipt of approvals required by the Federal Communications Commission and (ii) certain conditions in favor of the Company, including that the DIP (“debtor-in-possession”) Order and the Bankruptcy Court Order (each as defined in the Purchase Agreement), remain in full force and effect. The waiting period under the HSR Act expired on October 15, 2020. The Transaction has been approved by the U.S. Bankruptcy Court for the Eastern District of Virginia, Richmond Division.

Under the Purchase Agreement, until the closing of the Transaction, we will be subject to a customary exclusivity covenant, which restricts our ability to solicit alternative acquisition proposals from third parties, to provide non-public information to third parties and to engage in negotiations with third parties regarding alternative acquisition proposals.

The Purchase Agreement contains certain termination rights, including, among others, (i) for the Company and Buyer, if the Transaction is not consummated on or before April 30, 2021, subject to extension to July 31, 2021 for certain limited purposes, including obtaining certain required regulatory consents, and (ii) for the Company, if either the DIP Order or the Bankruptcy Court Order ceases to be in full force and effect.

At the closing of the Transaction, the parties will enter into certain ancillary agreements, including a transition services agreement, an intellectual property license agreement and commercial agreements, including an ATG network sharing agreement, pursuant to which we will provide to the Buyer certain inflight connectivity services on our current ATG network and access to the 5G ATG network upon its launch, subject to certain revenue sharing obligations. Under the ATG network sharing agreement, the Buyer will have exclusive access to the ATG network for commercial aviation in North America, subject to minimum revenue guarantees starting at $5 million in the first year of the agreement.

We expect to use the proceeds from the Transaction to improve our net debt position and continue to invest in growth opportunities, such as Gogo 5G. The Transaction is currently expected to close before the end of the first quarter of 2021.

As a result of the pending Transaction, the CA business is classified as held for sale and reported in discontinued operations and all periods presented in this Form 10-Q have been conformed to represent the CA business as a discontinued operation. We report the financial results of discontinued operations separately from continuing operations to distinguish the financial impact of disposal transactions from ongoing operations. Discontinued operations reporting occurs only when the disposal of a component or a group of components (i) meets the held-for-sale classification criteria or is disposed of by sale or other than by sale, and (ii) represents a strategic shift that will have a major effect on our operations and financial results. The results of operations and cash flows of a discontinued operation are restated for all comparative periods presented. Unless otherwise noted, discussion in these Notes to Unaudited Condensed Consolidated Financial Statements refers to our continuing operations. Refer to Note 3, “Discontinued Operations” for further information.

Shareholder Rights Plan - On September 23, 2020, our Board of Directors adopted a Section 382 Rights Agreement (the “Rights Agreement”), between the Company and Computershare Trust Company, N.A., as rights agent, and declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock of the Company, outstanding on the record date of October 2, 2020, to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Preferred Stock, par value $0.01 per share, of the Company (the “Preferred Shares”) at a price of $38.40 per one one-thousandth of a Preferred Share represented by a Right, subject to adjustment.

The purpose of the Rights Agreement is to facilitate the Company’s ability to preserve its net operating losses (“NOLs”) and certain other tax attributes in order to be able to offset potential future income taxes for federal income tax purposes. The Company’s ability to use its NOLs and other tax attributes would be substantially limited if it experiences an “ownership change,” as such term is defined in Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). A company generally experiences an ownership change if the percentage of the value of its stock owned by certain “5-percent shareholders,” as such term is defined in Section 382 of the Code, increases by more than 50 percentage points over a rolling three-year period. The Rights Agreement is intended to reduce the likelihood of an ownership change under Section 382 of the Code by deterring any person or group from acquiring beneficial ownership of 4.9% or more of the shares of the Company’s common stock then-outstanding.

Initially, the Rights will be attached to all shares of the Company’s common stock. Until the Distribution Date (as defined below), the Rights will be transferred with and only with the common stock. As long as the Rights are attached to the common stock, the Company will issue one Right with each new share of common stock so that all such shares of common stock will have Rights attached (subject to certain limited exceptions). The Rights will separate and begin trading separately from the common stock, and Right certificates will be caused to evidence the Rights, on the earlier to occur of (i) the close of business on the tenth day following public disclosure of facts indicating that a person or group has acquired beneficial ownership of 4.9% or more of the outstanding common stock (an “Acquiring Person”) (or, in the event the Board of Directors determines to effect an exchange in accordance with Section 24 of the Rights Agreement and the Board of Directors determines that a later date is advisable, then such later date) and (ii) the close of business on the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person becomes an Acquiring Person) following the commencement of a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 4.9% or more of the outstanding common stock (the earlier of such dates, the “Distribution Date”).

The Rights are not exercisable until the Distribution Date. The Rights will expire on the earliest to occur of (i) the close of business on the day following the certification of the voting results of the Company’s 2021 annual meeting of stockholders, if at such stockholder meeting or any other meeting of stockholders of the Company duly held prior to such meeting, a proposal to ratify the Rights Agreement has not been passed by the requisite vote of the Company’s stockholders, (ii) the date on which the Board of Directors determines in its sole discretion that (x) the Rights Agreement is no longer necessary for the preservation of material valuable NOLs or tax attributes or (y) the NOLs and tax attributes have been fully utilized and may no longer be carried forward and (iii) the close of business on September 23, 2023.

Use of Estimates - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates the significant estimates and bases such estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances. However, actual results could differ materially from those estimates.

Impact of COVID-19 Pandemic

9 Months Ended

Sep. 30, 2020

Impact of COVID-19 Pandemic

2.Impact of COVID-19 Pandemic

In December 2019, a novel strain of coronavirus (“COVID-19”) was reported in Wuhan, China, and the World Health Organization (the “WHO”) subsequently declared COVID-19 a “Public Health Emergency of International Concern.” The COVID-19 pandemic has caused a significant decline in commercial and business air travel, which has materially and adversely affected our business.

In BA, we continue to see signs that the business is recovering from mid-April lows, including an increase in daily flights and many previously suspended and deactivated aircraft returning to pre-COVID plans or better. With respect to the CA business held for sale, passenger traffic on commercial airlines started to decline significantly in late March 2020 and while it has increased somewhat from mid-April lows, it has continued to be significantly below pre-COVID levels through October 2020. The duration and severity of the reduction in travel demand due to the COVID-19 pandemic in both BA and CA is uncertain. In CA, we expect these trends to continue until the global pandemic has moderated and demand for air travel returns. There can be no assurance that any recovery observed to date will continue.

In response to the significant decline in revenue caused by the pandemic, we have implemented the following liquidity-preservation initiatives:

•

Personnel actions – We implemented several cost-cutting measures related to personnel, including a hiring freeze, a suspension of 2020 merit salary increases and a modification of the 2020 bonus program allowing awards to be paid in stock or a combination of stock and cash at our option. Additionally, the Chief Executive Officer’s 2019 bonus payout was deferred and in July 2020 the Chief Executive Officer accepted common stock in lieu of cash for the after-tax portion of his 2019 bonus.
We also furloughed approximately 54% of our workforce beginning May 4, 2020. Additionally, effective August 14, 2020, we implemented a reduction in force of approximately 14% of our workforce. Furloughed employees not affected by the reduction in force returned to full time work on August 31, 2020. Effective May 4, 2020, we reduced compensation for salaried employees who were not furloughed. Salary reductions, which will be effective at least through the end of 2020, begin at 30% for the Chief Executive Officer, then 20% for the executive leadership team and reducing downward by staff level from there. In addition, the compensation for the members of our Board of Directors has been reduced by 30% for the last three quarters of 2020.

•

Expense management – We have identified and are implementing or continuing to pursue action plans / levers in areas not involving personnel to further reduce costs, including the following:

Renegotiating terms with suppliers, including agreements executed with satellite capacity providers to reduce and defer payments;

Deferring purchases of capital equipment;

Delaying aircraft equipment installations;

Reducing marketing, travel and other non-essential spend; and

Renegotiating terms with airline partners.

•

Financing – In March 2020, we drew $22 million under the ABL Credit Facility and in the second quarter we repaid $5 million of such amount. In the third quarter we repaid an additional $1 million and subsequently drew $4 million. As of September 30, 2020, $20 million was outstanding and less than $1 million remained available for borrowing under the terms of the agreement that would allow for the company to meet the “payment conditions” criteria as described in our ABL Credit Agreement. On November 6, 2020, we agreed to issue $50 million aggregate principal amount of additional 9.875% senior secured notes due 2024 at a price equal to 103.5% of their face value, which upon issuance will result in gross proceeds of $51.8 million. See Note 11, “Long-Term Debt and Other Liabilities,” for additional information.

We expect COVID-19 to continue to have a significant negative impact on our revenue and we are unable to predict how long that impact will continue. The extent of the impact of COVID-19 on both our continuing BA business and the CA business now held for sale, as well as on our financial and operational performance will depend on future developments, including the duration, spread and severity of the outbreak, the duration and geographic scope of related travel advisories and restrictions, and the extent of the impact of COVID-19 on overall demand for commercial and business aviation travel, all of which are highly uncertain and cannot be predicted. We are unable to predict how long the pandemic and its negative impact will persist, what additional measures may be introduced by governments or private parties or what effect any such additional measures may have on air travel, our business partners and our business. Not only is the duration of the pandemic and future combative measures unknown, the overall situation is extremely fluid, and it is impossible to predict the timing of future material changes in the situation and whether the Company’s actions in response will be sufficient or successful. However, based on our current plans, including the measures taken in our response to COVID-19, we believe that our cash and cash equivalents and cash flows provided by operating activities will be sufficient to meet our operating obligations, including our capital expenditure requirements, for at least the next twelve months.

Impairment assessments - We review our long-lived assets and indefinite-lived intangible assets for potential impairment whenever events indicate that the carrying amount of such assets may not be recoverable. We are continuously monitoring the COVID-19 pandemic and its impact. If the impact of the pandemic exceeds management’s estimates, we could incur material impairment charges in future periods. See Note 3, “Discontinued Operations,” for additional information on our long-lived assets and Note 9, “Intangible Assets,” for additional information on our indefinite-lived assets.

Credit Losses — We regularly evaluate our accounts receivable and contract assets for expected credit losses and recorded credit losses for the three and nine month periods ended September 30, 2020. We are continuously monitoring our assumptions used to determine our expected credit losses, including the impact of the COVID-19 pandemic, which could cause us to record additional credit losses in future periods. See Note 10, “Composition of Certain Reserves and Allowances,” for additional information.

Discontinued Operations

9 Months Ended

Sep. 30, 2020

Discontinued Operations And Disposal Groups [Abstract]

Discontinued Operations

3.	Discontinued Operations

As discussed in Note 1, “Basis of Presentation,” on August 31, 2020, we entered into a Purchase Agreement with Intelsat pursuant to which, Intelsat will purchase the CA business. As a result of the pending transaction, the CA business is classified as held for sale and reported as discontinued operations.

Total assets and liabilities held for sale related to discontinued operations are stated separately in our unaudited condensed consolidated balance sheet and are comprised of the following items (in thousands):

		September 30,		December 31,
		2020		2019
Assets
Current assets:
Accounts receivable, net of allowances of $2,959 and $0, respectively	$	46,314	$	59,038
Inventories		82,033		81,939
Prepaid expenses and other current assets, net of allowances of $1,511 and $0, respectively		34,101		29,492
Total current assets		162,448		170,469

Non-current assets:
Property and equipment, net		355,674		491,135
Goodwill and intangible assets, net		20,886		24,696
Operating lease right-of-use assets		22,229		27,579
Other non-current assets, net of allowances of $9,302 and $0, respectively		66,262		77,551
Total non-current assets		465,051		620,961
Total assets	$	627,499	$	791,430

Liabilities and Stockholders’ deficit
Current liabilities:
Accounts payable	$	30,622	$	11,665
Accrued liabilities		94,796		126,041
Deferred revenue		25,249		32,564
Deferred airborne lease incentives		54,255		26,582
Total current liabilities		204,922		196,852

Non-current liabilities:
Deferred airborne lease incentives		82,523		135,399
Non-current operating lease liabilities		38,823		35,792
Other non-current liabilities		43,168		38,962
Total non-current liabilities		164,514		210,153
Total liabilities	$	369,436	$	407,005

All assets and liabilities held for sale were classified as Current assets held for sale and Current liabilities held for sale as of September 30, 2020 in the unaudited condensed consolidated balance sheets as it is probable that the sale will occur within one year.

The following table summarizes the results of discontinued operations which are presented as Net loss from discontinued operations in our unaudited condensed consolidated statements of operations (in thousands):

	For the Three Months						For the Nine Months
	September 30,						Ended September 30,
	2020			2019			2020			2019
Revenue:
Service revenue	$	40,498		$	103,050		$	163,800		$	333,824
Equipment revenue		3,496			16,792			35,750			57,462
Total revenue		43,994			119,842			199,550			391,286

Operating expenses:
Cost of service revenue (exclusive of items shown below)		29,530			63,845			121,334			183,659
Cost of equipment revenue (exclusive of items shown below)		5,984			13,915			31,907			56,010
Engineering, design and development		16,285			20,747			41,702			61,897
Sales and marketing		5,742			7,156			14,308			21,700
General and administrative		11,306			8,583			37,138			28,648
Impairment of long-lived assets		—			—			47,376			—
Depreciation and amortization		45,666			25,431			120,229			78,132
Total operating expenses		114,513			139,677			413,994			430,046
Operating income (loss)		(70,519	)		(19,835	)		(214,444	)		(38,760	)

Total other (income) expense		315			143			3,565			(2,865	)

Loss before income taxes		(70,834	)		(19,978	)		(218,009	)		(35,895	)
Income tax provision		400			59			393			263
Net loss from discontinued operations, net of tax	$	(71,234	)	$	(20,037	)	$	(218,402	)	$	(36,158	)

Change in estimates - During the second quarter of 2020, our agreement with Delta Air Lines, Inc. (“Delta”) to provide 2Ku service on certain Delta aircraft was amended to change the contract expiration date from February 2027 with respect to all aircraft to a staggered, fleet by fleet expiration schedule under which expiration dates will occur between November 2020 and July 2022 (the “Delta amendment”). As a result, the useful lives of the equipment installed on these fleets have been shortened to align with the expiration dates in the amended agreement. The change in estimated useful lives resulted in approximately $27 million and $41 million, respectively, of accelerated depreciation during the three and nine month periods ended September 30, 2020. We ceased depreciating these assets and other depreciable assets included as part of the discontinued operations when the CA business was classified as held for sale. Additionally, the amortization periods for the remaining deferred airborne lease incentives associated with the equipment installed on the 2Ku fleets have been shortened to align with the new expiration dates, which resulted in approximately $18 million and $24 million, respectively, of accelerated amortization during the three and nine month periods ended September 30, 2020. Amortization of deferred airborne lease incentives is a reduction to cost of service revenue in our unaudited condensed consolidated statements of operations.

Credit Losses - During the nine month period ended September 30, 2020, we recorded $10.7 million of provisions for expected credit losses, primarily related to one international airline partner entering bankruptcy administration during the period, while we had recoveries of approximately $0.4 million during the three month period ended September 30, 2020. See Note 4, “Recent Accounting Pronouncements” for additional information.

Arrangements with commercial airlines – For our CA business, pursuant to contractual agreements with our airline partners, we place our equipment on commercial aircraft operated by the airlines in order to deliver our service to passengers on the aircraft. We currently have two types of commercial airline arrangements: turnkey and airline-directed. Under the airline-directed model, we have transferred control of the equipment to the airline and therefore the airline is our customer in these transactions. Under the turnkey model, we have not transferred control of our equipment to our airline partner and, as a result, the airline passenger is deemed to be our customer. Transactions with our airline partners under the turnkey model are accounted for as an operating lease of space on an aircraft.

We recognized $27.4 million and $49.3 million, respectively, for the three and nine month periods ended September 30, 2020 and $6.3 million and $21.4 million, respectively, for the prior-year periods as a reduction to our cost of service revenue in our unaudited condensed consolidated statements of operations from the amortization of deferred airborne lease incentives. The increase during the three and nine month periods ended September 30, 2020 was due to the Delta amendment.

Under the turnkey model, the revenue share paid to our airline partners represents operating lease payments. These payments are deemed to be contingent rental payments as the payments due to each airline are based on a percentage of our CA service revenue generated from that airline’s passengers, which is unknown until realized. Therefore, we cannot estimate the lease payments due to an airline at the commencement of our contract with such airline. This rental expense is included in cost of service revenue and is partially offset by the amortization of the deferred airborne lease incentives discussed above. Due to the accelerated amortization resulting from the Delta amendment and a significant reduction in revenue share as a result of COVID-19, the amortization of deferred airborne lease incentives exceeded our revenue share expense by $23.0 million and $30.2 million, respectively, for the three and nine month periods ended September 30, 2020. We incurred net rental expense of $5.0 million and $15.6 million, respectively, for the prior-year periods.

Asset impairment - We review our long-lived assets, including property and equipment, right-of-use assets, and other non-current assets, for potential impairment whenever events indicate that the carrying amount of such assets may not be recoverable. We perform this review by comparing the carrying value of the long-lived assets to the estimated future undiscounted cash flows expected to result from the use of the assets. We group certain long-lived assets by airline contract and by connectivity technology. If we determine an impairment exists, the amount of the impairment is computed as the difference between the asset group’s carrying value and its estimated fair value, following which the assets are written down to their estimated fair value.

In light of the COVID-19 pandemic and its impact on air travel, including decreased flights, decreased gross passenger opportunity and our airline partners’ temporary parking of a significant number of their aircraft, we conducted a review as of March 31, 2020 and determined that the carrying values for the asset groups related to three of our airline agreements for the CA business exceeded their estimated undiscounted cash flows, which triggered the need to estimate the fair value of these assets. Fair value reflects our best estimate of the discounted cash flows of the impaired assets. For the airborne assets and right-of-use assets associated with the three airline agreements (the “impaired assets”), we recorded an impairment charge of $46.4 million for the three month period ended March 31, 2020, reflecting the difference between the carrying value and the estimated fair value of the impaired assets. We conducted another review as of June 30, 2020 due to the continuation of the COVID-19 pandemic as well as the signing of the Delta amendment and determined that $1.0 million of deferred STC costs was impaired due to the bankruptcy of three airline partners. As such, we recorded a $1.0 million charge for impairment of long-lived assets for the three month period ended June 30, 2020. We had no such impairment charges during the three months ended September 30, 2020.

We are continuously monitoring the COVID-19 pandemic and its impact. If the negative impact of the pandemic on the assets related to our airline agreements continues, including as a result of airline partners’ decisions to temporarily park certain aircraft or permanently remove certain aircraft from their fleets to reduce capacity, we could incur additional material impairment charges in future periods.

Stock-based compensation – In August 2020, our compensation committee approved modifications to the vesting conditions and exercise periods of outstanding equity compensation awards held by certain of our current employees. These modifications were made in connection with, and contingent upon the consummation of, the Transaction. Certain of these awards vest based on conditions that are not classified as a service, market or performance condition and as a result such awards are classified as a liability.

The following is a summary of our stock-based compensation expense by operating expense line contained within the results of discontinued operations (in thousands):

		For the Three Months				For the Nine Months
		Ended September 30,				Ended September 30,
		2020		2019		2020		2019
Cost of service revenue	$	2,259	$	367	$	3,066	$	1,106
Engineering, design and development		2,712		559		3,735		1,832
Sales and marketing		2,141		463		2,957		1,597
General and administrative		1,409		405		2,319		1,445
Total stock-based compensation expense	$	8,521	$	1,794	$	12,077	$	5,980

For additional information on our stock-based compensation plans, see Note 17, “Employee Retirement and Postretirement Benefits.”

Contractual Commitments - We have agreements with vendors to provide us with satellite transponder and teleport services. These agreements vary in length and amount and as of September 30, 2020 commit us to purchase satellite transponder and teleport services totaling approximately $28.8 million in 2020 (October 1 through December 31), $138.6 million in 2021, $118.5 million in 2022, $92.3 million in 2023, $59.4 million in 2024 and $259.4 million thereafter.

We have agreements with various vendors under which we have remaining commitments to purchase satellite-based systems, certifications and development services. Such commitments will become payable as we receive the equipment or certifications, or as development services are provided.

Damages and Penalties - We have entered into a number of agreements with our airline partners that require us to provide a credit or pay penalties or liquidated damages to our airline partners on a per aircraft, per day or per hour basis if we are delayed in delivering our equipment, unable to install our equipment on aircraft by specified timelines or fail to comply with service level commitments. The maximum amount of future credits or payments we could be required to make under these agreements is uncertain because the amount of future credits or payments is based on certain variable inputs.

Recent Accounting Pronouncements

9 Months Ended

Sep. 30, 2020

Accounting Changes And Error Corrections [Abstract]

Recent Accounting Pronouncements

4.	Recent Accounting Pronouncements

Accounting standards adopted:

On January 1, 2020, we adopted ASU 2016-13, Financial Instruments-Credit Losses (ASC 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost.

The cumulative effect adjustment from using the modified retrospective approach for the adoption of ASC 326 impacted our unaudited condensed consolidated balance sheet as of January 1, 2020 by the recognition of allowance for credit losses as summarized below:


	Balance at December 31,			Impact of			Balances with Adoption of
	2019			ASC 326			ASC 326
Assets
Accounts receivable	$	42,322		$	(404	)	$	41,918
Other non-current assets	$	12,121		$	(75	)	$	12,046
Equity
Accumulated deficit (1)	$	(1,376,142	)	$	(3,665	)	$	(1,379,807	)

(1)

See Note 10, “Composition of Certain Reserves and Allowances,” for additional information.

On January 1, 2020, we adopted ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”), which requires an entity in a hosting arrangement that is a service contract to follow the guidance in Subtopic 350-40 to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. Adoption of this standard did not have a material impact on our unaudited condensed consolidated financial statements.

On January 1, 2020, we adopted ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), which modifies the disclosure requirements related to recurring or nonrecurring fair value measurements. Currently all of our fair value measurements are classified as Level 2 within the fair value hierarchy and, as such, the adoption of this standard did not have an impact on our unaudited condensed consolidated financial statements. See Note 15, “Fair Value of Financial Assets and Liabilities,” for additional information.

New pronouncements:

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by the discontinuation of the London Interbank Offered Rate (LIBOR) and other interbank offered rates. This guidance is effective beginning on March 12, 2020 through December 31, 2022. We do not currently believe that the adoption of this standard will have a material impact on our consolidated financial statements.

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). This ASU simplifies the accounting for certain convertible instruments by removing the separation models for convertible debt with a cash conversion feature or convertible instruments with a beneficial conversion feature. As a result, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. Additionally, this ASU amends the diluted earnings per share calculation for convertible instruments by requiring the use of the if-converted method. The treasury stock method is no longer available. This guidance is effective beginning on January 1, 2022. We are currently evaluating the impact that this guidance will have upon our consolidated financial statements.

The entire disclosure for change in accounting principle. Includes, but is not limited to, nature, reason, and method of adopting amendment to accounting standards or other change in accounting principle.

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-SubTopic 10
-Section 65
-Paragraph 4
-Subparagraph (e)(1)
-URI http://asc.fasb.org/extlink&oid=121646688&loc=SL121648383-210437

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (c)(1)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22499-107794

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (h)(2)
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-SubTopic 10
-Section 65
-Paragraph 4
-Subparagraph (e)(2)
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (b)(1)
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 740
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-Section 65
-Paragraph 8
-Subparagraph (e)(1)

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 65
-Paragraph 8
-Subparagraph (e)(3)

Revenue From Contract With Customer [Abstract]

Revenue Recognition

9 Months Ended

Sep. 30, 2020

Revenue Recognition

5.	Revenue Recognition

Remaining performance obligations

As of September 30, 2020, the aggregate amount of the transaction price in our contracts allocated to the remaining unsatisfied performance obligations was approximately $66.2 million. Approximately $1.9 million represents future equipment revenue that is expected to be recognized within the next year. The remaining $64.3 million primarily represents connectivity and entertainment service revenues which are recognized as services are provided, which is expected to occur through the remaining term of the contract. We have excluded from this amount consideration from contracts that have an original duration of one year or less.

Disaggregation of revenue

The following table presents our revenue disaggregated by category (in thousands):

	For the Three Months				For the Nine Months
	Ended September 30,				Ended September 30,
	2020		2019		2020		2019
Service revenue
Connectivity	$	52,607	$	54,698	$	153,029	$	161,559
Entertainment and other	717		651			2,054		1,759
Total service revenue	$	53,324	$	55,349	$	155,083	$	163,318
Equipment revenue
ATG	$	10,785	$	20,099	$	27,285	$	43,778
Satellite		2,176		5,292		9,068		14,336
Other	240		600		648			1,698
Total equipment revenue	$	13,201	$	25,991	$	37,001	$	59,812
Customer type
Aircraft owner/operator	$	53,324	$	55,349	$	155,083	$	163,318
OEM and aftermarket dealer		13,201		25,991		37,001		59,812
Total revenue	$	66,525	$	81,340	$	192,084	$	223,130

Contract balances

Our current and non-current deferred revenue balances totaled $2.5 million and $2.2 million as of September 30, 2020 and December 31, 2019, respectively. Deferred revenue includes, among other things, equipment and subscription connectivity products.

Our current and non-current contract asset balances totaled $10.4 million and $3.1 million as of September 30, 2020 and December 31, 2019, respectively. The contract asset balance as of September 30, 2020 was net of allowances of $0.3 million. See Note 10, “Composition of Certain Reserves and Allowances,” for additional information regarding allowances. Contract assets represent the aggregate amount of revenue recognized in excess of billings primarily for certain promotional sales programs.

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Topic 606
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-Paragraph 12
-Subparagraph (d)
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
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-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Net Loss Per Share

9 Months Ended

Sep. 30, 2020

Earnings Per Share [Abstract]

Net Loss Per Share

6.	Net Loss Per Share

Basic and diluted net loss per share have been calculated using the weighted average number of common shares outstanding for the period.

The shares of common stock effectively repurchased in connection with the Forward Transactions (as defined and described in Note 11, “Long-Term Debt and Other Liabilities”) are considered participating securities requiring the two-class method to calculate basic and diluted earnings per share. Net earnings in future periods will be allocated between common shares and participating securities. In periods of a net loss, the shares associated with the Forward Transactions will not receive an allocation of losses, as the counterparties to the Forward Transactions are not required to fund losses. Additionally, the calculation of weighted average shares outstanding as of September 30, 2020 and 2019 excludes approximately 2.1 million shares and 7.2 million shares, respectively, associated with the Forward Transactions.

As a result of the net loss for the three and nine month periods ended September 30, 2020 and 2019, all of the outstanding shares of common stock underlying stock options, deferred stock units and restricted stock units were excluded from the computation of diluted shares outstanding because they were anti-dilutive.

The following table sets forth the computation of basic and diluted earnings per share for the three and nine month periods ended September 30, 2020 and 2019; however, because of the undistributed losses, the shares of common stock associated with the Forward Transactions are excluded from the computation of basic earnings per share in 2020 and 2019 as undistributed losses are not allocated to these shares (in thousands, except per share amounts):

	For the Three Months						For the Nine Months
	Ended September 30,						Ended September 30,
	2020				2019		2020			2019
Net loss from continuing operations	$	(8,890	)	$	(2,854	)	$	(32,479	)	$	(87,495	)
Net loss from discontinued operations		(71,234	)		(20,037	)		(218,402	)		(36,158	)
Net loss		(80,124	)		(22,891	)		(250,881	)		(123,653	)
Less: Participation rights of the Forward Transactions		-			-			-			-
Undistributed losses	$	(80,124	)	$	(22,891	)	$	(250,881	)	$	(123,653	)

Weighted-average common shares outstanding-basic and diluted		82,707			80,908			81,892			80,370

Net loss attributable to common stock per share from continuing operations-basic and diluted	$	(0.11	)	$	(0.04	)	$	(0.40	)	$	(1.09	)

Net loss attributable to common stock per share from discontinued operations-basic and diluted		(0.86	)		(0.25	)		(2.67	)		(0.45	)

Net loss attributable to common stock per share -basic and diluted	$	(0.97	)	$	(0.29	)	$	(3.07	)	$	(1.54	)

Inventories

9 Months Ended

Sep. 30, 2020

Inventory Disclosure [Abstract]

Inventories

7.	Inventories

Inventories consist primarily of telecommunications systems and parts and are recorded at the lower of average cost or market. We evaluate the need for write-downs associated with obsolete, slow-moving and nonsalable inventory by reviewing net realizable inventory values on a periodic basis.

Inventories as of September 30, 2020 and December 31, 2019 were as follows (in thousands):

		September 30,		December 31,
		2020		2019
Work-in-process component parts	$	19,663	$	23,141
Finished goods		15,444		12,064
Total inventory	$	35,107	$	35,205

Composition of Certain Balance Sheet Accounts

9 Months Ended

Sep. 30, 2020

Composition of Certain Balance Sheet Accounts

8.	Composition of Certain Balance Sheet Accounts

Prepaid expenses and other current assets as of September 30, 2020 and December 31, 2019 were as follows (in thousands):

	September 30,		December 31,
	2020		2019
Contract assets	$	1,670	$	540
Restricted cash		560		560
Other		4,218		5,713
Total prepaid expenses and other current assets	$	6,448	$	6,813

Property and equipment as of September 30, 2020 and December 31, 2019 were as follows (in thousands):

	September 30,			December 31,
	2020			2019
Office equipment, furniture, fixtures and other	$	10,650		$	10,526
Leasehold improvements		12,012			12,012
Network equipment		139,049			138,727
		161,711			161,265
Accumulated depreciation		(97,404	)		(92,082	)
Total property and equipment, net	$	64,307		$	69,183

Other non-current assets as of September 30, 2020 and December 31, 2019 were as follows (in thousands):

	September 30,		December 31,
	2020		2019
Contract assets, net of allowances of $320 and $0, respectively (1)	$	8,719	$	2,588
Restricted cash		5,101		7,099
Other		1,542		2,434
Total other non-current assets	$	15,362	$	12,121

(1)	Allowances for contract assets as of September 30, 2020 is due to the adoption of ASC 326. See Note 10, “Composition of Certain Reserves and Allowances,” for additional information.

Accrued liabilities as of September 30, 2020 and December 31, 2019 were as follows (in thousands):

	September 30,		December 31,
	2020		2019
Accrued interest	$	43,427	$	17,048
Operating leases		7,197		7,580
Employee compensation and benefits (1)		11,296		9,818
Taxes		1,950		5,037
Current portion of ABL Credit Facility (2)		6,000		-
Warranty reserve		2,050		2,500
Other		5,981		6,087
Total accrued liabilities	$	77,901	$	48,070

(1)	Includes certain amounts expected to be paid in Gogo common stock for employees classified within discontinued operations. See Note, 17 “Employee Retirement and Postretirement Benefits,” for additional information.

(2)	See Note 11, “Long-Term Debt and Other Liabilities,” for additional information.

Other non-current liabilities as of September 30, 2020 and December 31, 2019 were as follows (in thousands):

	September 30,		December 31,
	2020		2019
Asset retirement obligations	$	4,296	$	4,093
Deferred tax liabilities		2,474		2,340
Employee compensation (1)		1,308		-
Other		2,825		1,098
Total other non-current liabilities	$	10,903	$	7,531

(1)	Includes certain amounts expected to be paid in Gogo common stock for employees classified within discontinued operations. See Note, 17 “Employee Retirement and Postretirement Benefits,” for additional information.

Intangible Assets

9 Months Ended

Sep. 30, 2020

Goodwill And Intangible Assets Disclosure [Abstract]

Intangible Assets

9.	Intangible Assets

Our intangible assets are comprised of both indefinite-lived and finite-lived intangible assets. Intangible assets with indefinite lives and goodwill are not amortized; rather, they are reviewed for impairment at least annually or whenever events or circumstances indicate the carrying value of the asset may not be recoverable. We perform our annual impairment tests of our indefinite-lived intangible assets and goodwill during the fourth quarter of each fiscal year. We also reevaluate the useful life of indefinite-lived intangible assets each reporting period to determine whether events and circumstances continue to support an indefinite useful life. The results of our annual indefinite-lived intangible assets and goodwill impairment assessments in the fourth quarter of 2019 indicated no impairment. As of September 30, 2020, as a result of COVID-19, we reviewed the carrying value of our indefinite-lived intangible assets and goodwill and concluded there were no impairments.

As of both September 30, 2020 and December 31, 2019, our goodwill balance was $0.6 million.

Our intangible assets, other than goodwill, as of September 30, 2020 and December 31, 2019 were as follows (in thousands, except for weighted average remaining useful life):

	Weighted
	Average			As of September 30, 2020										As of December 31, 2019
	Remaining			Gross							Net				Gross							Net
	Useful Life			Carrying			Accumulated				Carrying				Carrying			Accumulated				Carrying
	(in years)			Amount			Amortization				Amount				Amount			Amortization				Amount
Amortized intangible assets:

Software		3.4	$		48,572	$		(29,787)		$		18,785	$			42,591	$		(25,191)		$		17,400
Other intangible assets		8.0			1,500			-				1,500				1,500			-				1,500
Service customer relationships					8,081			(8,081	)			-				8,081			(8,081	)			-
OEM and dealer relationships					6,724			(6,724	)			-				6,724			(6,724	)			-
Total amortized intangible assets					64,877			(44,592)				20,285				58,896			(39,996)				18,900

Unamortized intangible assets:

FCC Licenses					32,283			-				32,283				32,283			-				32,283

Total intangible assets			$		97,160	$		(44,592)		$		52,568	$			91,179	$		(39,996	)	$		51,183

Amortization expense was $1.6 million and $4.6 million, respectively, for the three and nine month periods ended September 30, 2020 and $1.2 million and $4.2 million, respectively, for the prior-year periods.

Amortization expense for each of the next five years and thereafter is estimated to be as follows (in thousands):

	Amortization
Years ending December 31,	Expense
2020 (period from October 1 to December 31)	$	1,817
2021	$	7,168
2022	$	4,637
2023	$	2,159
2024	$	873
Thereafter	$	3,631

Actual future amortization expense could differ from the estimated amount as a result of future investments and other factors.

Composition of Certain Reserves and Allowances

9 Months Ended

Sep. 30, 2020

Allowance For Credit Loss [Abstract]

Composition of Certain Reserves and Allowances

10.	Composition of Certain Reserves and Allowances

Credit Losses — We regularly evaluate our accounts receivable and contract assets for expected credit losses. Our expected loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions, and a review of the current status of each customer’s trade accounts receivables. Due to the short-term nature of such receivables, the estimated amount of accounts receivable that may not be collected is based on the aging of the accounts receivable balances and the financial condition of customers. Additionally, specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default. Our monitoring activities include timely account reconciliation, dispute resolution, payment confirmation, consideration of each customer’s financial condition and macroeconomic conditions. Balances are written off when determined to be uncollectible. We apply a similar methodology towards our current and non-current contract asset balances. However, due to the inherent additional risk associated with a long-term receivable, an additional provision is applied towards contract asset balances that will diminish over time as the contract nears its expiration date. For the three and nine months ended September 30, 2020, we also considered the current and estimated future economic and market conditions resulting from the COVID-19 pandemic in the determination of our estimated credit losses.

Estimates are used to determine the expected loss allowances. Such allowances are based on management’s assessment of anticipated payment, taking into account available historical and current information as well as management’s assessment of potential future developments. We are continuously monitoring our assumptions used to determine our expected credit losses, including the impact of COVID-19, which could cause us to record additional material credit losses in future periods.

A summary of our allowances for credit losses were as follows (in thousands):

	For the three months ended
	September 30, 2020
				Other
	Accounts			non-current
	Receivable			assets
Balance at July 1, 2020	$	1,619		$	250
Current-period provision for expected credit losses	127				70
Write-offs charged against the allowances		(216	)	-
Other and foreign currency	9			-
Balance at September 30, 2020	$	1,539		$	320

	For the nine months ended
	September 30, 2020
				Other
	Accounts			non-current
	Receivable			assets
Balance at January 1, 2020	$	660		$	-
Cumulative-effect adjustment of ASC 326 adoption	404			75
Current-period provision for expected credit losses	803			245
Write-offs charged against the allowances		(411	)	-
Other and foreign currency	83			-
Balance at September 30, 2020	$	1,539		$	320

Warranties — We provide warranties on parts and labor related to our products. Our warranty terms range from two to five years. Warranty reserves are established for costs that are estimated to be incurred after the sale, delivery and installation of the products under warranty. The warranty reserves are determined based on known product failures, historical experience and other available evidence, and are included in accrued liabilities in our unaudited condensed consolidated balance sheets. Our warranty reserve balance was $2.1 million and $2.5 million, respectively, as of September 30, 2020 and December 31, 2019.

Long-Term Debt and Other Liabilities

9 Months Ended

Sep. 30, 2020

Debt Disclosure [Abstract]

Long-Term Debt and Other Liabilities

11.	Long-Term Debt and Other Liabilities

Long-term debt as of September 30, 2020 and December 31, 2019 was as follows (in thousands):

		September			December
		30, 2020			31, 2019
2024 Senior Secured Notes	$	921,672		$	921,137
2022 Convertible Notes		211,643			201,868
ABL Credit Facility		14,000			-
2020 Convertible Notes		-			2,498
Total debt		1,147,315			1,125,503
Less deferred financing costs		(20,681	)		(24,255	)
Total long-term debt	$	1,126,634		$	1,101,248

2024 Senior Secured Notes - On April 25, 2019 (the “Issue Date”), Gogo Intermediate Holdings LLC (“GIH”) (a wholly owned subsidiary of Gogo Inc.) and Gogo Finance Co. Inc. (a wholly owned subsidiary of GIH) (“Gogo Finance” and, together with GIH, the “Issuers”) issued $905 million aggregate principal amount of 9.875% senior secured notes due 2024 (the “Initial Notes”) under an indenture (the “Base Indenture”), dated as of April 25, 2019, among the Issuers, us, as guarantor, certain subsidiaries of GIH, as guarantors (the “Initial 2024 Subsidiary Guarantors” and, together with us, the “Initial 2024 Guarantors”), and U.S. Bank National Association, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”). On May 3, 2019, the Issuers, the Initial 2024 Guarantors and the Trustee entered into the first supplemental indenture (the “First Supplemental Indenture”) to increase the amount of indebtedness that may be incurred under Credit Facilities (as defined in the 2024 Indenture) by GIH or its subsidiaries that are 2024 Guarantors (as defined below) by $20 million in aggregate principal amount. On March 6, 2020, the Issuers, the Initial 2024 Guarantors, Gogo Air International GmbH (an indirect subsidiary of GIH) (“Gogo International”) and the Trustee entered into a second supplemental indenture (the “Second Supplemental Indenture”) to add Gogo International as a guarantor under the 2024 Indenture. On July 31, 2020, the Issuers, the Initial 2024 Guarantors, Gogo International and Gogo Inflight Internet Canada Ltd., Gogo ATG LLC and Gogo CA Licenses LLC (collectively, the “Additional Guarantors” and, together with the Initial 2024 Guarantors and Gogo International, the “2024 Guarantors”) and the Trustee entered into a third supplemental indenture (together with the Base Indenture, the First Supplemental Indenture and the Second Supplemental Indenture, the “2024 Indenture”) to add the Additional Guarantors as guarantors under the 2024 Indenture. On May 7, 2019, the Issuers issued an additional $20 million aggregate principal amount of 9.875% senior secured notes due 2024 (the “Additional Notes” and, together with the Initial Notes, the “Existing 2024 Senior Secured Notes”). We refer to the Initial Notes, the Additional Notes and the 2020 Additional Notes (as defined below) collectively as the “2024 Senior Secured Notes”. The Initial Notes were issued at a price equal to 99.512% of their face value, and the Additional Notes were issued at a price equal to 100.5% of their face value, resulting in aggregate gross proceeds of $920.7 million. Additionally, we received approximately $0.1 million for interest that accrued from April 25, 2019 through May 7, 2019 with respect to the Additional Notes that was included in our interest payment on November 1, 2019. The 2024 Senior Secured Notes are guaranteed on a senior secured basis by Gogo Inc. and all of GIH’s existing and future restricted subsidiaries (other than Gogo Finance), subject to certain exceptions. The 2024 Senior Secured Notes and the related guarantees are secured by second-priority liens on the ABL Priority Collateral (as defined below) and by first-priority liens on the Cash Flow Priority Collateral (as defined below), including pledged equity interests of the Issuers and all of GIH’s existing and future restricted subsidiaries guaranteeing the 2024 Senior Secured Notes, except for certain excluded assets and subject to permitted liens. Upon the closing of the Transaction, certain subsidiaries will be released from their guarantees under the 2024 Indenture, and certain of the ABL Priority Collateral and Cash Flow Priority Collateral will be released.

As of September 30, 2020 and December 31, 2019, the outstanding principal amount of the 2024 Senior Secured Notes was $925.0 million for both dates, the unaccreted debt discount was $3.3 million and $3.9 million, respectively, and the net carrying amount was $921.7 million and $921.1 million, respectively.

We used a portion of the net proceeds from the issuance of the 2024 Senior Secured Notes to fund the redemption of all the outstanding 2022 Senior Secured Notes (as defined below) and to repurchase $159 million aggregate principal amount of the 2020 Convertible Notes (as defined below).

The 2024 Senior Secured Notes will mature on May 1, 2024. The 2024 Senior Secured Notes bear interest at a rate of 9.875% per year, payable semiannually in arrears on May 1 and November 1 of each year, beginning November 1, 2019.

We paid approximately $22.0 million of origination fees and financing costs related to the issuance of the 2024 Senior Secured Notes, which have been accounted for as deferred financing costs. The deferred financing costs on our unaudited condensed consolidated balance sheet are being amortized over the contractual term of the 2024 Senior Secured Notes using the effective interest method. Total amortization expense was $0.9 million and $2.7 million for the three and nine month periods ended September 30, 2020, respectively, and $0.9 million and $1.5 million, respectively, for the prior-year periods. Amortization expense is included in interest expense in the unaudited condensed consolidated statements of operations. As of September 30, 2020 and December 31, 2019, the balance of unamortized deferred financing costs related to the 2024 Senior Secured Notes was $17.0 million and $19.7 million, respectively, and was included as a reduction to long-term debt in our unaudited condensed consolidated balance sheet. See Note 12, “Interest Costs,” for additional information.

The 2024 Senior Secured Notes are the senior secured indebtedness of the Issuers and are:

•

effectively senior to (i) all of the Issuers’ existing and future senior unsecured indebtedness to the extent of the value of the collateral securing the 2024 Senior Secured Notes and (ii) the Issuers’ indebtedness secured on a junior priority basis by the same collateral securing the 2024 Senior Secured Notes to the extent of the value of such collateral, including the obligations under the ABL Credit Facility (as defined below) to the extent of the value of the Cash Flow Priority Collateral;

•

effectively equal in right of payment with the Issuers’ existing and future (i) unsecured indebtedness that is not subordinated in right of payment to the 2024 Senior Secured Notes and (ii) indebtedness secured on a junior priority basis by the same collateral securing the 2024 Senior Secured Notes, if any, in each case to the extent of any insufficiency in the collateral securing the 2024 Senior Secured Notes;

•

structurally senior to all of our existing and future indebtedness, including our 2022 Convertible Notes (as defined below);

•

senior in right of payment to any and all of the Issuers’ future indebtedness that is subordinated in right of payment to the 2024 Senior Secured Notes;

•

structurally subordinated to all of the indebtedness and other liabilities of any non-2024 Guarantors (other than the Issuers); and

•

effectively subordinated to all of our existing and future indebtedness secured on a senior priority basis by the same collateral securing the 2024 Senior Secured Notes to the extent of the value of such collateral, including the obligations under the ABL Credit Facility to the extent of the value of ABL Priority Collateral.

Each guarantee is a senior secured obligation of such 2024 Guarantor and is:

•

effectively senior in right of payment to all existing and future (i) senior unsecured indebtedness to the extent of the value of the collateral securing such guarantee owned by such 2024 Guarantor and (ii) indebtedness secured on a junior priority basis by the same collateral securing the guarantee owned by such 2024 Guarantor to the extent of the value of the collateral securing the guarantee, including the obligations under the ABL Credit Facility to the extent of the value of the Cash Flow Priority Collateral;

•

effectively equal in right of payment with all existing and future unsubordinated indebtedness and indebtedness secured on a junior priority basis by the same collateral securing the guarantee owned by such 2024 Guarantor, if any, in each case to the extent of any insufficiency in the collateral securing such guarantee;

•

effectively subordinated to the obligations under the ABL Credit Facility of each 2024 Guarantor to the extent of the value of the ABL Priority Collateral owned by such 2024 Guarantor;

•

effectively senior in right of payment to all existing and future subordinated indebtedness, if any, of such 2024 Guarantor; and

•

structurally subordinated to all indebtedness and other liabilities of any non-2024 Guarantor subsidiary of such 2024 Guarantor (excluding, in the case of our guarantee, the Issuers).

The security interests in certain collateral may be released without the consent of holders of the 2024 Senior Secured Notes if such collateral is disposed of in a transaction that complies with the 2024 Indenture and related security agreements, and if any grantor of such security interests is released from its obligations with respect to the 2024 Senior Secured Notes in accordance with the applicable provisions of the 2024 Indenture and related security agreements. Under certain circumstances, GIH and the 2024 Guarantors have the right to transfer certain intellectual property assets that on the Issue Date constitute collateral securing the 2024 Senior Secured Notes or the guarantees to a restricted subsidiary organized under the laws of Switzerland, resulting in the release of such collateral. In addition, the 2024 Indenture permits indebtedness incurred under the ABL Credit Facility to be secured on a first-priority basis by certain of the same collateral that secures the 2024 Senior Secured Notes.

The Issuers may redeem the 2024 Senior Secured Notes, in whole or in part, at any time prior to May 1, 2021, at a redemption price equal to 100% of the principal amount of the 2024 Senior Secured Notes redeemed plus the make-whole premium set forth in the 2024 Indenture as of, and accrued and unpaid interest, if any, to (but not including) the applicable redemption date.

On or after May 1, 2021, the 2024 Senior Secured Notes will be redeemable at the following redemption prices (expressed in percentages of principal amount), plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of record on the relevant regular record date on or prior to the redemption date to receive interest due on an interest payment date), if redeemed during the twelve-month period commencing on May 1 of the following years:

	Redemption
Year	Price

2021	104.938	%
2022	102.469	%
2023 and thereafter	100.000	%

In addition, at any time prior to May 1, 2021, the Issuers may redeem up to 40% of the aggregate principal amount of the 2024 Senior Secured Notes with the proceeds of certain equity offerings at a redemption price of 109.875% of the principal amount redeemed, plus accrued and unpaid interest, if any, to (but not including) the date of redemption; provided, however, that 2024 Senior Secured Notes representing at least 50% of the principal amount of the 2024 Senior Secured Notes remain outstanding immediately after each such redemption.

The 2024 Indenture contains covenants that, among other things, limit the ability of the Issuers and the 2024 Subsidiary Guarantors and, in certain circumstances, our ability, to: incur additional indebtedness; pay dividends, redeem stock or make other distributions; make investments; create restrictions on the ability of GIH’s restricted subsidiaries to pay dividends to the Issuers or make other intercompany transfers; create liens; transfer or sell assets; merge or consolidate; and enter into certain transactions with the Issuers’ affiliates. Most of these covenants will cease to apply if, and for as long as, the 2024 Senior Secured Notes have investment grade ratings from both Moody’s Investment Services, Inc. and Standard & Poor’s.

If we or the Issuers undergo specific types of change of control accompanied by a downgrade in the rating of the 2024 Senior Secured Notes prior to May 1, 2024, GIH is required to make an offer to repurchase for cash all of the 2024 Senior Secured Notes at a repurchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to (but not including) the payment date.

The 2024 Indenture provides for events of default, which, if any of them occur, would permit or require the principal, premium, if any, and interest on all of the then outstanding 2024 Senior Secured Notes issued under the 2024 Indenture to be due and payable immediately. As of September 30, 2020, no event of default had occurred.

On November 6, 2020, the Issuers and the 2024 Guarantors entered into a Purchase Agreement with certain holders of the Existing 2024 Senior Secured Notes (the “Purchasers”) pursuant to which the Purchasers agreed to purchase $50 million aggregate principal amount of the Issuers’ 9.875% senior secured notes due 2024 (the “2020 Additional Notes”). The 2020 Additional Notes will be issued at a price equal to 103.5% of their face value, resulting in aggregate gross proceeds of $51.8 million. The closing of the purchase of 2020 Additional Notes (the “Notes Closing”) is subject to customary conditions, including execution by the Issuers, the 2024 Guarantors and the Trustee of a fourth supplemental indenture (the “Fourth Supplemental Indenture”) to the 2024 Indenture to increase the amount of additional indebtedness under Credit Facilities (as defined in the 2024 Indenture) that may be incurred by the Issuers or the Subsidiary Guarantors (as defined in the 2024 Indenture) under the 2024 Indenture by $50 million (from $20 million to $70 million in aggregate principal amount). The Fourth Supplemental Indenture was executed on November 9, 2020, following our receipt of consents from holders of a majority of the outstanding principal amount of the Existing 2024 Senior Secured Notes

(excluding Existing 2024 Senior Secured Notes held by the Issuers or any affiliates of the Issuers). The Purchase Agreement will terminate on November 13, 2020 if the Notes Closing has not occurred by such date.

On November 6, 2020, we entered into the Letter Agreement with the Purchasers, pursuant to which, and conditioned on the Notes Closing, we agreed that if the Transaction has not closed by May 5, 2021, we will issue equity securities in one or more transactions with aggregate net proceeds of no less than $20 million by no later than May 5, 2021. If by May 5, 2021, the closing of the Transaction has not occurred and we have not issued equity securities with net proceeds of at least $20 million, then subject to certain conditions, we will be required to issue up to $5.0 million in aggregate principal amount of 2020 Additional Notes to the Purchasers and the Purchasers will have the right to require the Issuers to repurchase all or a portion of the 2020 Additional Notes from the Purchasers between December 15, 2021 and the maturity date of the 2024 Senior Secured Notes.

In order to permit the transactions contemplated by the Purchase Agreement and the Letter Agreement, on November 6, 2020, the Borrowers entered into an amendment to the ABL Credit Agreement (the “ABL Credit Agreement Amendment”) with the lenders party thereto and the Administrative Agent to permit (i) the issuance of $50.0 million aggregate principal amount of 2020 Additional Notes by November 13, 2020 and (ii) the issuance of $5.0 million aggregate principal amount of 2020 Additional Notes by May 7, 2021, in each case, subject to the terms of the Intercreditor Agreement (as defined below). The ABL Credit Agreement Amendment became effective immediately upon execution.

ABL Credit Facility – On August 26, 2019, Gogo Inc., GIH and Gogo Finance (together GIH and Gogo Finance are referred to as the “Borrowers”) entered into a credit agreement (the “ABL Credit Agreement”) among the Borrowers, the other loan parties party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), and Morgan Stanley Senior Funding, Inc., as syndication agent, which provides for an asset-based revolving credit facility (the “ABL Credit Facility”) of up to $30 million, subject to borrowing base availability, and includes letter of credit and swingline sub-facilities.

Borrowing availability under the ABL Credit Facility is determined by a monthly borrowing base collateral calculation that is based on specified percentages of the value of eligible accounts receivable (including eligible unbilled accounts receivable) and eligible credit card receivables, less certain reserves and subject to certain other adjustments as set forth in the ABL Credit Agreement. Availability is reduced by issuance of letters of credit as well as any borrowings. As of September 30, 2020, less than $1 million remained available for borrowing under the terms of the agreement that would allow for the company to meet the “payment conditions” criteria as described in our ABL Credit Agreement. As of September 30, 2020 and December 31, 2019, $20.0 million and zero, were outstanding under the ABL Credit Facility, respectively. As a result of the borrowing base collateral that we have forecasted for the next twelve months, of the $20.0 million outstanding under the ABL Credit Facility as of September 30, 2020, $6.0 million was classified as current and included in accrued liabilities on our unaudited condensed consolidated balance sheet.

The final maturity of the ABL Credit Facility is August 26, 2022, unless the aggregate outstanding principal amount of our 2022 Convertible Notes (as defined below) has not, on or prior to December 15, 2021, been repaid in full or refinanced with a new maturity date no earlier than February 26, 2023, in which case the final maturity date shall instead be December 16, 2021.

Loans outstanding under the ABL Credit Facility bear interest at a floating rate measured by reference to, at the Borrowers’ option, either (i) an adjusted London Interbank Offered Rate (LIBOR) plus an applicable margin ranging from 1.50% to 2.00% per annum depending on a fixed charge coverage ratio, or (ii) an alternate base rate plus an applicable margin ranging from 0.50% to 1.00% per annum depending on a fixed charge coverage ratio. If LIBOR ceases to exist or otherwise becomes unsuitable for use as a benchmark, the alternate base rate will automatically apply unless we agree with the Administrative Agent on another rate that is the then prevailing market rate for syndicated loans. Unused commitments under the ABL Credit Facility are subject to a per annum fee ranging from 0.25% to 0.375% depending on the average quarterly usage of the revolving commitments.

The obligations under the ABL Credit Agreement are guaranteed by Gogo Inc. and all of its existing and future subsidiaries, subject to certain exceptions (collectively, the “ABL Guarantors”), and such obligations and the obligations of the ABL Guarantors are secured on a (i) senior basis by a perfected security interest in all present and after-acquired inventory, accounts receivable, deposit accounts, securities accounts, and any cash or other assets in such accounts and other related assets owned by each ABL Guarantor and the proceeds of the foregoing, subject to certain exceptions (the “ABL Priority Collateral”) and (ii) junior basis by a perfected security interest in substantially all other tangible and intangible assets owned by each ABL Guarantor (the “Cash Flow Priority Collateral”). Upon the closing of the Transaction, certain subsidiaries will be released from their guarantees under the ABL Credit Agreement, and certain of the ABL Priority Collateral and Cash Flow Priority Collateral will be released.

The ABL Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants. The negative covenants include restrictions on, among other things: the incurrence of additional indebtedness; the incurrence of additional liens; dividends or other distributions on equity; the purchase, redemption or retirement of capital stock; the payment or redemption of certain indebtedness; loans, guarantees and other investments; entering into other agreements that create

restrictions on the ability to pay dividends or make other distributions on equity, make or repay certain loans, create or incur certain liens or guarantee certain indebtedness; asset sales; sale-leaseback transactions; swap agreements; consolidations or mergers; amendment of certain material documents; certain regulatory matters; Canadian pension plans; and affiliate transactions. The negative covenants are subject to customary exceptions and also permit dividends and other distributions on equity, investments, permitted acquisitions and payments or redemptions of indebtedness upon satisfaction of the “payment conditions.” The payment conditions are deemed satisfied upon Specified Availability (as defined in the ABL Credit Agreement) on the date of the designated action and Specified Availability for the prior 30-day period exceeding agreed-upon thresholds, the absence of the occurrence and continuance of any default and, in certain cases, pro forma compliance with a fixed charge coverage ratio of no less than 1.10 to 1.00.

The ABL Credit Agreement includes a minimum fixed charge coverage ratio test of no less than 1.00 to 1.00, which is tested only when Specified Availability is less than the greater of (A) $4.5 million and (B) 15.0% of the then effective commitments under the ABL Credit Facility, and continuing until the first day immediately succeeding the last day of the calendar month which includes the thirtieth (30th) consecutive day on which Specified Availability is in excess of such threshold so long as no default has occurred and is continuing and certain other conditions are met. As of September 30, 2020, Specified Availability had not fallen below the amount specified and therefore the minimum fixed charge coverage ratio test was not applicable. Full availability under the ABL Credit Facility may be limited by our ability to comply with the fixed charge coverage ratio in future periods.

The ABL Credit Agreement provides for events of default, which, if any of them occurs, would permit or require the principal, premium, if any, and interest on all of the then outstanding obligations under the ABL Credit Facility to be due and payable immediately and the commitments under the ABL Credit Facility to be terminated.

On August 26, 2019, the Borrowers and the ABL Guarantors entered into an ABL collateral agreement (the “ABL Collateral Agreement”), in favor of the Administrative Agent, whereby the Borrowers and the ABL Guarantors granted a security interest in substantially all tangible and intangible assets of each Borrower and each ABL Guarantor, to secure all obligations of the Borrowers and the ABL Guarantors under the ABL Credit Agreement, and U.S. Bank National Association, as cash flow collateral representative, and JPMorgan Chase Bank, N.A., as ABL agent, entered into a crossing lien intercreditor agreement (the “Intercreditor Agreement”) to govern the relative priority of liens on the collateral that secures the ABL Credit Agreement and the 2024 Senior Secured Notes and certain other rights, priorities and interests.

We paid approximately $0.9 million of origination fees and financing costs related to the issuance of the ABL Credit Facility, which have been accounted for as deferred financing costs. The deferred financing costs on our unaudited condensed consolidated balance sheet are being amortized over the contractual term of the ABL Credit Facility using the effective interest method. Total amortization expense was $0.1 million and $0.3 million, respectively, for the three and nine month periods ended September 30, 2020. Amortization expense is included in interest expense in the unaudited condensed consolidated statements of operations. As of September 30, 2020 and December 31, 2019, the balance of unamortized deferred financing costs related to the ABL Credit Facility was $0.5 million and $0.8 million, respectively, and is included as a reduction to long-term debt in our unaudited condensed consolidated balance sheet. See Note 12, “Interest Costs,” for additional information.

2022 Senior Secured Notes – On June 14, 2016, the Issuers issued $525 million aggregate principal amount of 12.500% senior secured notes due 2022 (the “Original 2022 Senior Secured Notes”) under an Indenture, dated as of June 14, 2016 (as amended and supplemented thereafter, the “Indenture”), among the Issuers, us, as guarantor, certain subsidiaries of GIH, as guarantors (the “2022 Subsidiary Guarantors” and, together with us, the “2022 Guarantors”), and U.S. Bank National Association, as Trustee and as Collateral Agent. On January 3, 2017, the Issuers issued $65 million aggregate principal amount of additional 12.500% senior secured notes due 2022 (the “January 2017 Additional Notes”). The January 2017 Additional Notes were issued at a price equal to 108% of their face value resulting in gross proceeds of $70.2 million. On September 25, 2017, the Issuers issued $100 million aggregate principal amount of additional 12.500% senior secured notes due 2022 (the “September 2017 Additional Notes”). We refer to the Original 2022 Senior Secured Notes, the January 2017 Additional Notes and the September 2017 Additional Notes collectively as the “2022 Senior Secured Notes.”

On April 15, 2019, the Issuers elected to call for redemption in full all $690 million aggregate principal amount outstanding of the 2022 Senior Secured Notes in accordance with the terms of the Indenture. The redemption was conditioned, among other things, upon the incurrence of indebtedness in connection with the issuance of the 2024 Senior Secured Notes or from one or more other sources, in an amount satisfactory to the Issuers which condition was satisfied by the issuance of the 2024 Senior Secured Notes. On April 25, 2019, the Issuers irrevocably deposited, or caused to be irrevocably deposited, with the Trustee funds solely for the benefit of the holders of the 2022 Senior Secured Notes, cash in an amount sufficient to pay principal, premium, if any, and accrued interest on the 2022 Senior Secured Notes to, but not including, the date of redemption and all other sums payable under the Indenture. The Trustee executed and delivered an acknowledgement of satisfaction, discharge and release, dated as of April 25, 2019, among other

documents, with respect to the satisfaction and discharge of the 2022 Senior Secured Notes. On May 15, 2019, the 2022 Senior Secured Notes were fully redeemed in accordance with the terms of the Indenture, and the amount deposited with the Trustee on April 25, 2019 was paid to the holders of the 2022 Senior Secured Notes. The make-whole premium paid in connection with the redemption was $51.4 million and we wrote off the remaining unamortized deferred financing costs of $9.1 million and the remaining debt premium of $11.7 million relating to the 2022 Senior Secured Notes in connection with the redemption thereof, which together are included in the loss on extinguishment of debt in our consolidated statements of operations for the year ended December 31, 2019.

We paid approximately $15.9 million of aggregate origination fees and financing costs related to the issuance of the 2022 Senior Secured Notes, which were accounted for as deferred financing costs. Additionally, we paid approximately $1.4 million of consent fees in connection with the Supplemental Indenture, which partially offset the net carrying value of the 2022 Senior Secured Notes. Total amortization expense was $0.2 million and $1.0 million, respectively, for the three and six month periods ended June 30, 2019. Amortization expense is included in interest expense in the unaudited condensed consolidated statements of operations. As noted above, the remaining unamortized deferred financing costs were written off as of May 15, 2019.

Convertible Notes

2022 Convertible Notes

On November 21, 2018, we issued $215.0 million aggregate principal amount of 6.00% Convertible Senior Notes due 2022 (the “2022 Convertible Notes”) in private offerings to qualified institutional buyers, including pursuant to Rule 144A under the Securities Act, and in concurrent private placements. We granted an option to the initial purchasers to purchase up to an additional $32.3 million aggregate principal amount of 2022 Convertible Notes to cover over-allotments, of which $22.8 million was subsequently exercised during December 2018, resulting in a total issuance of $237.8 million aggregate principal amount of 2022 Convertible Notes. The 2022 Convertible Notes mature on May 15, 2022, unless earlier repurchased or converted into shares of our common stock under certain circumstances described below. Upon maturity, we have the option to settle our obligation through cash, shares of common stock, or a combination of cash and shares of common stock. We pay interest on the 2022 Convertible Notes semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2019.

The $237.8 million of proceeds received from the issuance of the 2022 Convertible Notes was initially allocated between long-term debt (the liability component) at $188.7 million and additional paid-in capital (the equity component) at $49.1 million, within the consolidated balance sheet. The fair value of the liability component was measured using rates determined for similar debt instruments without a conversion feature. The carrying amount of the equity component, representing the conversion option, was determined by deducting the fair value of the liability component from the aggregate face value of the 2022 Convertible Notes. If we or the note holders elect not to settle the debt through conversion, we must settle the 2022 Convertible Notes at face value. Therefore, the liability component will be accreted up to the face value of the 2022 Convertible Notes, which will result in additional non-cash interest expense being recognized in the consolidated statements of operations through the 2022 Convertible Notes maturity date (see Note 12, “Interest Costs,” for additional information). The effective interest rate on the 2022 Convertible Notes, including accretion of the notes to par and debt issuance cost amortization, was approximately 13.6%. The equity component will not be remeasured as long as it continues to meet the conditions for equity classification.

As of September 30, 2020 and December 31, 2019, the outstanding principal on the 2022 Convertible Notes was $237.8 million on both dates, the unaccreted debt discount was $26.2 million and $35.9 million, respectively, and the net carrying amount of the liability component was $211.6 million and $201.9 million, respectively.

We incurred approximately $8.1 million of issuance costs related to the issuance of the 2022 Convertible Notes, of which $6.4 million and $1.7 million were recorded to deferred financing costs and additional paid-in capital, respectively, in proportion to the allocation of the proceeds of the 2022 Convertible Notes. The $6.4 million recorded as deferred financing costs on our consolidated balance sheet is being amortized over the term of the 2022 Convertible Notes using the effective interest method. Total amortization expense was $0.5 million and $1.3 million, respectively, for the three and nine month periods ended September 30, 2020, and $0.4 million and $1.2 million, respectively, for the prior-year periods. Amortization expense is included in interest expense in the consolidated statements of operations. As of September 30, 2020 and December 31, 2019, the balance of unamortized deferred financing costs related to the 2022 Convertible Notes was $3.2 million and $4.5 million, respectively, and is included as a reduction to long-term debt in our consolidated balance sheets. See Note 12, “Interest Costs,” for additional information.

The 2022 Convertible Notes had an initial conversion rate of 166.6667 shares of common stock per $1,000 principal amount of 2022 Convertible Notes, which is equivalent to an initial conversion price of approximately $6.00 per share of our common stock. Upon conversion, we currently expect to deliver cash up to the principal amount of the 2022 Convertible Notes then outstanding. With respect to any conversion value in excess of the principal amount, we currently expect to deliver shares of our common stock. We may elect to deliver cash in lieu of all or a portion of such shares. The shares of common stock subject to conversion are excluded from diluted earnings per share calculations under the if-converted method as their impact is anti-dilutive.

Holders may convert the 2022 Convertible Notes, at their option, in multiples of $1,000 principal amount at any time prior to January 15, 2022, but only in the following circumstances:

•

during any fiscal quarter beginning after the fiscal quarter ended December 31, 2018, if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during the last 30 consecutive trading days of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price of the 2022 Convertible Notes on each applicable trading day;

•

during the five-business day period following any five consecutive trading day period in which the trading price for the 2022 Convertible Notes is less than 98% of the product of the last reported sale price of our common stock and the conversion rate for the 2022 Convertible Notes on each such trading day; or

•

upon the occurrence of specified corporate events.

The first of the above events allowing for conversion prior to January 15, 2022 occurred during the three month period ended September 30, 2020, and, as a result, the 2022 Convertible Notes are convertible during the fourth quarter of 2020. None of the above events allowing for conversion prior to January 15, 2022 occurred during the year ended December 31, 2019. Regardless of whether any of the foregoing circumstances occurs, a holder may convert its 2022 Convertible Notes, in multiples of $1,000 principal amount, at any time on or after January 15, 2022 until the second scheduled trading day immediately preceding May 15, 2022.

In addition, if we undergo a fundamental change (as defined in the indenture governing the 2022 Convertible Notes), holders may, subject to certain conditions, require us to repurchase their 2022 Convertible Notes for cash at a price equal to 100% of the principal amount of the 2022 Convertible Notes to be purchased, plus any accrued and unpaid interest. In addition, following a make-whole fundamental change, we will increase the conversion rate in certain circumstances for a holder who elects to convert its 2022 Convertible Notes in connection with such make-whole fundamental change.

2020 Convertible Notes

On March 3, 2015, we issued $340.0 million aggregate principal amount of 3.75% Convertible Senior Notes due 2020 (the “2020 Convertible Notes”) in a private offering to qualified institutional buyers, pursuant to Rule 144A under the Securities Act. We granted an option to the initial purchasers to purchase up to an additional $60.0 million aggregate principal amount of 2020 Convertible Notes to cover over-allotments, of which $21.9 million was subsequently exercised during March 2015, resulting in a total issuance of $361.9 million aggregate principal amount of 2020 Convertible Notes. The 2020 Convertible Notes that were not repurchased prior to maturity, as described below, matured on March 1, 2020. We paid interest on the 2020 Convertible Notes semi-annually in arrears on March 1 and September 1 of each year from September 1, 2015 through March 1, 2020. In November 2018, in connection with the issuance of the 2022 Convertible Notes, we repurchased $199.9 million outstanding principal amount of the 2020 Convertible Notes at par value. As a result of the repurchase, the carrying value of the 2020 Convertible Notes was adjusted by $17.9 million to face value and included in the loss on extinguishment of debt in our consolidated statements of operations for the year ended December 31, 2018.

On April 18, 2019, we commenced a cash tender offer (the “Tender Offer”) to purchase any and all of the outstanding 2020 Convertible Notes for an amount equal to $1,000 per $1,000 principal amount of 2020 Convertible Notes purchased, plus accrued and unpaid interest from the last interest payment date on the 2020 Convertible Notes to, but not including, the date of payment for the 2020 Convertible Notes accepted in the Tender Offer. The Tender Offer expired on May 15, 2019, resulting in the purchase of $159.0 million of outstanding 2020 Convertible Notes. As a result of the Tender Offer, the carrying value of the 2020 Convertible Notes was adjusted by $8.5 million to face value and unamortized deferred financing costs of $0.6 million were expensed. These two items are included in the loss on extinguishment of debt in our consolidated statements of operations for the year ended December 31, 2019. During September 2019, we purchased an additional $0.5 million of outstanding 2020 Convertible Notes. The remaining $2.5 million of outstanding 2020 Convertible Notes matured on March 1, 2020 and we repaid the remaining outstanding aggregate principle amount of the 2020 Convertible Notes, plus accrued and unpaid interest, in order to satisfy our obligations in full and retire the securities.

The $361.9 million of proceeds received from the issuance of the 2020 Convertible Notes was initially allocated between long-term debt (the liability component) at $261.9 million and additional paid-in capital (the equity component) at $100.0 million, within the consolidated balance sheet. The fair value of the liability component was measured using rates determined for similar debt instruments without a conversion feature. The carrying amount of the equity component, representing the conversion option, was determined by deducting the fair value of the liability component from the aggregate face value of the 2020 Convertible Notes. If we or the holders of 2020 Convertible Notes elected not to settle the debt through conversion, we were required to settle the 2020 Convertible Notes at face value. Therefore, the liability component was accreted up to the face value of the 2020 Convertible Notes, which resulted in additional non-cash interest expense being recognized in the consolidated statements of operations (see Note 12, “Interest Costs,” for additional information). The effective interest rate on the 2020 Convertible Notes, including accretion of the notes to par and debt issuance cost amortization, was approximately 11.5%.

As noted above, the 2020 Convertible Notes were no longer outstanding upon maturity on March 1, 2020. As of December 31, 2019, the outstanding principal on the 2020 Convertible Notes and the net carrying amount of the liability component was $2.5 million and the unamortized debt discount was zero.

We incurred approximately $10.4 million of issuance costs related to the issuance of the 2020 Convertible Notes, of which $7.5 million and $2.9 million were recorded to deferred financing costs and additional paid-in capital, respectively, in proportion to the allocation of the proceeds of the 2020 Convertible Notes. The $7.5 million recorded as deferred financing costs on our consolidated balance sheet was amortized over the term of the 2020 Convertible Notes using the effective interest method. As of December 31, 2019, the balance of unamortized deferred financing costs related to the 2020 Convertible Notes was zero. Total amortization expense of the deferred financing costs was $0.3 million for the nine month period ended September 30, 2019 and is included in interest expense in the unaudited condensed consolidated statements of operations. See Note 12, “Interest Costs,” for additional information.

The 2020 Convertible Notes had an initial conversion rate of 41.9274 common shares per $1,000 principal amount of 2020 Convertible Notes, which was equivalent to an initial conversion price of approximately $23.85 per share of our common stock. The shares of common stock subject to conversion were excluded from diluted earnings per share calculations under the if-converted method as their impact was anti-dilutive.

Forward Transactions

In connection with the issuance of the 2020 Convertible Notes, we paid approximately $140 million to enter into prepaid forward stock repurchase transactions (the “Forward Transactions”) with certain financial institutions (the “Forward Counterparties”), pursuant to which we purchased approximately 7.2 million shares of common stock for settlement on or around the March 1, 2020 maturity date for the 2020 Convertible Notes, subject to the ability of each Forward Counterparty to elect to settle all or a portion of its Forward Transactions early.

On December 11, 2019, we entered into an amendment to one of the Forward Transactions (the “Amended and Restated Forward Transaction”) to extend the expected settlement date with respect to approximately 2.1 million shares of common stock held by one of the Forward Counterparties, JPMorgan Chase Bank, National Association (the “2022 Forward Counterparty”), to correspond with the May 15, 2022 maturity date for the 2022 Convertible Notes. In the future, we may request that the 2022 Forward Counterparty modify the settlement terms of the Amended and Restated Forward Transaction to provide that, in lieu of the delivery of the applicable number of shares of our common stock to us to settle a portion of the Amended and Restated Forward Transaction in accordance with its terms, the 2022 Forward Counterparty would pay to us the net proceeds from the sale by the 2022 Forward Counterparty (or its affiliate) of a corresponding number of shares of our common stock in a registered offering (which may include block sales, sales on the NASDAQ Global Select Market, sales in the over-the-counter market, sales pursuant to negotiated transactions or otherwise, at market prices prevailing at the time of sale or at negotiated prices). Any such sales could potentially decrease (or reduce the size of any increase in) the market price of our common stock. The 2022 Forward Counterparty is not required to effect any such settlement in cash in lieu of delivery of shares of our common stock and, if we request that the 2022 Forward Counterparty effect any such settlement, it will be entered into in the discretion of the 2022 Forward Counterparty on such terms as may be mutually agreed upon at the time. As a result of the Forward Transactions, total shareholders’ equity within our consolidated balance sheet was reduced by approximately $140 million. During March 2020, approximately 5.1 million shares of common stock were delivered to us in connection with the Forward Transactions (as defined and described in Note 10, “Long-Term Debt and Other Liabilities”). We accounted for these shares as Treasury Stock and reclassified $98.9 million from Additional Paid-In Capital to Treasury Stock, at cost, in our unaudited condensed consolidated balance sheet.

Restricted Cash - Our restricted cash balances were $5.7 million and $7.7 million, respectively, as of September 30, 2020 and December 31, 2019 and primarily consist of letters of credit. Certain of the letters of credit require us to maintain restricted cash accounts in a similar amount, and are issued for the benefit of the landlords at our current office locations in Chicago, IL, Bensenville, IL and Broomfield, CO.

Interest Costs

9 Months Ended

Sep. 30, 2020

Commitments And Contingencies Disclosure [Abstract]

Interest Costs

12.	Interest Costs

We capitalize a portion of our interest on funds borrowed during the active construction period of major capital projects. Capitalized interest is added to the cost of the underlying assets and amortized over the useful lives of the assets.

The following is a summary of our interest costs for the three and nine month periods ended September 30, 2020 and 2019 (in thousands):

	For the Three Months				For the Nine Months
	Ended September 30,				Ended September 30,
	2020		2019		2020		2019

Interest costs charged to expense	$	26,164	$	26,250	$	78,928	$	83,977
Amortization of deferred financing costs		1,484		1,328		4,355		3,901
Accretion of debt discount		3,551		3,116		10,312		12,508
Amortization of debt premium		-		-		-		(1,018	)
Interest expense		31,199		30,694		93,595		99,368
Interest costs capitalized to property and equipment		-		-		-		11
Interest costs capitalized to software		381		188		565		428
Total interest costs	$	31,580	$	30,882	$	94,160	$	99,807

Leases

9 Months Ended

Sep. 30, 2020

Leases [Abstract]

Leases

13.

Leases

Operating and Financing Leases — We determine whether a contract contains a lease at contract inception. For leases subsequent to adoption of ASC 842, lease liabilities are calculated using a discount rate based on our incremental borrowing rate at lease commencement. We have operating lease agreements for certain facilities and equipment as well as tower space and base stations. Certain tower space leases have renewal option terms that have been deemed to be reasonably certain to be exercised. These renewal options extend a lease up to 20 years. We recognize operating lease expense on a straight-line basis over the lease term. As of September 30, 2020, there were no significant leases which have not commenced.

The following is a summary of our lease expense included in the unaudited condensed consolidated statements of operations (in thousands):

	For the Three		For the Three
	Months Ended		Months Ended
	September 30, 2020		September 30, 2019
Operating lease cost	$	2,864	$		2,837
Financing lease cost:
Amortization of leased assets		38			171
Interest on lease liabilities		31			8
Total lease cost	$	2,933	$		3,016

		For the Nine			For the Nine
		Months Ended			Months Ended
		September 30, 2020			September 30, 2019
Operating lease cost	$	8,657		$		8,800
Financing lease cost:
Amortization of leased assets		219				548
Interest on lease liabilities		80				35
Total lease cost	$	8,956		$		9,383

Other information regarding our leases is as follows (in thousands, except lease terms and discount rates):

	For the Nine			For the Nine
	Months Ended			Months Ended
	September 30, 2020			September 30, 2019
Supplemental cash flow information
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows used in operating leases	$	9,331		$	9,847
Operating cash flows used in financing leases	$	80		$	35
Financing cash flows used in financing leases	$	513		$	532
Non-cash items:
Operating leases obtained	$	2,660		$	2,795
Financing leases obtained	$	428		$	-
Weighted average remaining lease term
Operating leases	7 years			8 years
Financing leases	2 years			1 year

Weighted average discount rate
Operating leases		10.4	%		10.3	%
Financing leases		11.1	%		8.1	%

Annual future minimum lease payments as of September 30, 2020 (in thousands):

	Operating			Financing
Years ending December 31,	Leases			Leases
2020 (period from October 1 to December 31)	$	2,280		$	126
2021		12,566			503
2022		11,278			442
2023		7,276			80
2024		5,521			-
Thereafter		28,956			-
Total future minimum lease payments		67,877			1,151
Less: Amount representing interest		(22,457	)		(177	)
Present value of net minimum lease payments	$	45,420		$	974

Reported as of September 30, 2020
Accrued liabilities	$	7,197		$	339
Non-current operating lease liabilities		38,223			-
Other non-current liabilities		-			635
Total lease liabilities	$	45,420		$	974

Commitments and Contingencies

9 Months Ended

Sep. 30, 2020

Commitments and Contingencies

14.	Commitments and Contingencies

Indemnifications and Guarantees - In accordance with Delaware law, we indemnify our officers and directors for certain events or occurrences while the officer or director is, or was, serving at our request in such capacity. The maximum potential amount of future payments we could be required to make under this indemnification is uncertain and may be unlimited, depending upon circumstances. However, our Directors’ and Officers’ insurance does provide coverage for certain of these losses.

In the ordinary course of business we may occasionally enter into agreements pursuant to which we may be obligated to pay for the failure of the performance of others, such as the use of corporate credit cards issued to employees. Based on historical experience, we believe that the risk of sustaining any material loss related to such guarantees is remote.

We have entered into a number of agreements pursuant to which we indemnify the other party for losses and expenses suffered or incurred in connection with any patent, copyright, or trademark infringement or misappropriation claim asserted by a third party with respect to our equipment or services. The maximum potential amount of future payments we could be required to make under these indemnification agreements is uncertain and is typically not limited by the terms of the agreements.

Linksmart Litigation - On April 20, 2018, Linksmart Wireless Technology, LLC filed suit against Gogo Inc., Gogo LLC and eight of our airline partners in the U.S. District Court for the Central District of California alleging that our redirection server and login portal infringe a patent owned by the plaintiff. The suits seek an unspecified amount of damages. We are required under our contracts with these airlines to indemnify them for defense costs and any liabilities resulting from the suit. The Court has stayed the suits against our airline customers pending resolution of the suit against Gogo. Linksmart has also filed suit against other defendants asserting the same patent. Following the filing by one of those defendants of a petition to commence an inter partes review against the asserted patent in the U.S. Patent and Trademark Office, the Court stayed the litigation against such other defendant and Gogo, but such stay was lifted in July 2019 when the U.S. Patent and Trademark Office determined that the petitioner had not met the standard of proof required to commence the inter partes review. We believe that the plaintiff’s claims are without merit and intend to defend them vigorously. The outcome of this litigation is inherently uncertain. No amounts have been accrued for any potential losses under this matter, as we cannot reasonably predict the outcome of the litigation or any potential losses.

Securities Litigation - On June 27, 2018, a purported stockholder of the Company filed a putative class action lawsuit in the United States District Court for the Northern District of Illinois, Eastern Division styled Pierrelouis v. Gogo Inc., naming the Company, its former Chief Executive Officer and Chief Financial Officer and its current Chief Financial Officer and President, Commercial Aviation as defendants purportedly on behalf of all purchasers of our securities from February 27, 2017 through May 4, 2018. The complaint asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder, alleging misrepresentations or omissions by us purporting to relate to our 2Ku antenna’s reliability and installation and remediation costs. The plaintiffs seek to recover from us and the individual defendants an unspecified amount of damages. In December 2018 the plaintiffs filed an amended complaint and in February 2019, we filed a motion to dismiss such amended complaint. In October 2019 the judge granted the motion to dismiss on two independent grounds, finding that plaintiffs failed to plausibly allege that defendants made materially false or misleading statements and that plaintiffs failed to plead with particularity that defendants acted with scienter. The amended complaint was dismissed without prejudice, and in December 2019, plaintiffs filed a second amended complaint. In February 2020 we filed a motion to dismiss such second amended complaint. In July 2020, plaintiffs filed a motion requesting leave to file a proposed third amendment complaint, which was granted by the Court. Plaintiffs proceeded to file the third amended complaint in July 2020 and we filed a motion to dismiss in September 2020. We believe that the claims are without merit and intend to continue to defend the claims vigorously. In accordance with Delaware law, we will indemnify the individual named defendants for their defense costs and any damages they incur in connection with the suit. We have filed a claim with the issuer of our Directors’ and Officers’ insurance policy with respect to this suit. No amounts have been accrued for any potential losses under this matter, as we cannot reasonably predict the outcome of the litigation or any potential losses.

Derivative Litigation - On September 25, 2018 and September 26, 2018, two purported stockholders of the Company filed substantively identical derivative lawsuits in the United States District Court for the Northern District of Illinois, Eastern Division, styled Nanduri v. Gogo Inc. and Hutsenpiller v. Gogo Inc., respectively. Both lawsuits were purportedly brought derivatively on behalf of us and name us as a nominal defendant and name as defendants each member of the Company’s Board of Directors, its former Chief Executive Officer and Chief Financial Officer and its current Chief Executive Officer, Chief Financial Officer and President, Commercial Aviation. The complaints assert claims under Section 14(a) of the Securities Exchange Act of 1934, breach of fiduciary duty, unjust enrichment, and waste of corporate assets, and allege misrepresentations or omissions by us purporting to relate to our 2Ku antenna’s reliability and installation and remediation costs, as well as allegedly excessive bonuses, stock options, and other compensation paid to current Officers and Directors and excessive severance paid to former Officers. The two lawsuits were consolidated and are stayed until a final disposition of the motion to dismiss in the class action suit. We believe that the claims are without merit and intend to defend them vigorously if the litigation resumes. The plaintiffs seek to recover, on our behalf, an unspecified amount of damages from the individual defendants. We have filed a claim with the issuer of our Directors’ and Officers’ insurance policy with respect to these suits. No amounts have been accrued for any potential costs under this matter, as we cannot reasonably predict the outcome of the litigation or any potential costs.

Fair Value of Financial Assets and Liabilities

9 Months Ended

Sep. 30, 2020

Fair Value Disclosures [Abstract]

Fair Value of Financial Assets and Liabilities

15.	Fair Value of Financial Assets and Liabilities

A three-tier fair value hierarchy has been established which prioritizes the inputs used in measuring fair value. These tiers include:

•

Level 1 - defined as observable inputs such as quoted prices in active markets;

•

Level 2 - defined as observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

•

Level 3 - defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

Long-Term Debt:

Our financial assets and liabilities that are disclosed but not measured at fair value include the 2024 Senior Secured Notes and the 2022 Convertible Notes, and, while outstanding, the 2020 Convertible Notes, which are reflected on the consolidated balance sheet at cost. The fair value measurements are classified as Level 2 within the fair value hierarchy since they are based on quoted market prices of our instruments in markets that are not active. We estimated the fair value of the 2024 Senior Secured Notes, the 2022 Convertible Notes, and, while outstanding, the 2020 Convertible Notes, by calculating the upfront cash payment a market participant would require to assume these obligations. The upfront cash payments used in the calculations of fair value on our September 30, 2020 unaudited condensed consolidated balance sheet, excluding any issuance costs, are the amount that a market participant would be willing to lend at September 30, 2020 to an entity with a credit rating similar to ours and that would allow such an entity to achieve sufficient cash inflows to cover the scheduled cash outflows under the 2024 Senior Secured Notes, the 2022 Convertible Notes and, while outstanding, the 2020 Convertible Notes. The calculated fair value of each of the 2022 Convertible Notes and, while outstanding, the 2020 Convertible Notes is correlated to our stock price and as a result, significant changes to our stock price could have a significant impact on their calculated fair values.

The fair value and carrying value of long-term debt as of September 30, 2020 and December 31, 2019 were as follows (in thousands):

	September 30, 2020						December 31, 2019
	Fair Value ⁽¹⁾		Carrying Value				Fair Value ⁽¹⁾		Carrying Value

2024 Senior Secured Notes	$	989,000	$	921,672	⁽²	⁾	$	982,000	$	921,137	⁽²	⁾
2022 Convertible Notes	$	379,000	$	211,643	⁽³	⁾	$	297,000	$	201,868	⁽³	⁾
2020 Convertible Notes	$	-	$	-			$	2,498	$	2,498

(1)	Fair value amounts are rounded to the nearest million, except for the 2020 Convertible Notes, as of December 31, 2019.

(2)	Carrying value of the 2024 Senior Secured Notes reflects the unaccreted debt discount of $3.3 million and $3.9 million, respectively, as of September 30, 2020 and December 31, 2019. See Note 11, “Long-Term Debt and Other Liabilities,” for further information.

(3)	Carrying value of the 2022 Convertible Notes reflects the unaccreted debt discount of $26.1 million and $35.9 million, respectively, as of September 30, 2020 and December 31, 2019. See Note 11, “Long-Term Debt and Other Liabilities,” for further information.

We have held-to-maturity financial instruments where carrying value approximates fair value. There were no fair value adjustments to these financial instruments during the three and nine month periods ended September 30, 2020 and 2019.

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Income Tax

9 Months Ended

Sep. 30, 2020

Income Tax Disclosure [Abstract]

Income Tax

16.	Income Tax

The effective income tax rates for continuing operations for the three and nine month periods ended September 30, 2020 and 2019 were 0.7% and (0.7)%, respectively, as compared with (5.7)% and (0.5)%, respectively, for the prior-year periods. For the three and nine month periods ended September 30, 2020 and 2019, our income tax expense was not significant primarily due to the full valuation allowance against our net deferred tax assets.

We are subject to income taxation in the United States, various states within the United States, Canada, Switzerland, Japan, Mexico, Brazil, Singapore, the United Kingdom, Hong Kong, Australia, China, India, France, Germany and the Netherlands. With few exceptions, as of September 30, 2020, we are no longer subject to U.S. federal, state, local or foreign examinations by tax authorities for years before 2016.

We record penalties and interest relating to uncertain tax positions in the income tax provision line item in the unaudited condensed consolidated statement of operations. No penalties or interest related to uncertain tax positions were recorded for the three and nine month periods ended September 30, 2020 and 2019. As of September 30, 2020 and December 31, 2019, we did not have a liability recorded for interest or potential penalties.

We do not expect a change in the unrecognized tax benefits within the next 12 months.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Employee Retirement and Postretirement Benefits

9 Months Ended

Sep. 30, 2020

Employee Retirement and Postretirement Benefits

17.	Employee Retirement and Postretirement Benefits

Stock-Based Compensation — As of September 30, 2020, we maintained three stock-based incentive compensation plans (“Stock Plans”), as well as an Employee Stock Purchase Plan (“ESPP”). See Note 12, “Stock-Based Compensation,” in our 2019 10-K for further information regarding these plans. Most of our equity grants are awarded on an annual basis.

Effective March 17, 2020, the performance-vesting conditions for all outstanding options to purchase shares of common stock and restricted stock units (“RSUs”) subject to both service and performance vesting requirements that were granted in 2017, 2018, and 2019 were eliminated. The performance modification resulted in the immediate issuance of 186,139 shares of common stock, corresponding to the portion of RSUs for which service-vesting dates had previously elapsed.

For the nine month period ended September 30, 2020, options to purchase 4,140,378 shares of common stock were granted, 38,383 options to purchase shares of common stock were exercised, options to purchase 71,008 shares of common stock were forfeited and options to purchase 2,929,350 shares of common stock expired. In addition, pursuant to an option exchange program that closed on June 12, 2020, we accepted for exchange, in the aggregate, eligible options (which excluded options granted for service by non-executive members of our board of directors) to purchase 6,664,773 shares of common stock. The surrendered eligible options were cancelled, and we granted replacement options to purchase an aggregate of 2,896,383 shares of our common stock in exchange for the tendered eligible options.

The stock-based compensation expense resulting from the option exchange program was less than $1.0 million, and the amount will be recorded on a straight-line basis through December 31, 2022.

For the nine month period ended September 30, 2020, 3,033,702 RSUs were granted, 2,146,750 RSUs vested (of which 193,154 were RSUs that vested in connection with the performance modification) and 549,493 RSUs were forfeited.

For the nine month period ended September 30, 2020, 25,977 restricted shares vested and no shares were cancelled. These shares are deemed issued as of the date of grant, but not outstanding until they vest.

For the nine month period ended September 30, 2020, 192,702 Deferred Stock Units were granted and 26,508 vested.

For the nine month period ended September 30, 2020, 327,085 shares of common stock were issued under the ESPP.

In August 2020, we communicated to employees that the 2020 annual bonus, which historically has been paid in cash, is expected to be paid in shares of Gogo common stock. The bonus payment amount will be determined based upon our performance against established goals and as a result, the value of the shares of Gogo common stock expected to be distributed is classified as a liability as of September 30, 2020. In August 2020, we announced two new bonus plans. One is related to and contingent upon the closing of the Transaction and is expected to be paid in cash. This bonus has not been accrued as of September 30, 2020. The other is related to a reorganization of the business undertaken to prepare for the Transaction and is expected to be paid in shares of Gogo common stock. The payment of the reorganization bonus plan is fixed and as a result, the value of the shares of Gogo common stock expected to be distributed is classified as a liability as of September 30, 2020. The 2020 annual bonus and the reorganization bonus are treated as stock-based compensation in our unaudited condensed consolidated financial statements as they are expected to be paid in shares of Gogo common stock. Our compensation committee reserves the discretion to change the method of payment for any of the three bonus plans from cash to stock or vice versa.

The following is a summary of our stock-based compensation expense by operating expense line in the unaudited condensed consolidated statements of operations (in thousands):

	For the Three Months				For the Nine Months
	Ended September 30,				Ended September 30,
	2020		2019		2020		2019
Cost of service revenue	$	179	$	27	$	239	$	90
Cost of equipment revenue		203		60		338		211
Engineering, design and development		584		158		902		439
Sales and marketing		413		386		938		1,189
General and administrative		3,301		1,641		5,866		4,802
Total stock-based compensation expense	$	4,680	$	2,272	$	8,283	$	6,731

401(k) Plan — Under our 401(k) plan, all employees who are eligible to participate are entitled to make tax-deferred contributions, subject to Internal Revenue Service limitations. We match 100% of the employee’s first 4% of contributions made, subject to annual limitations. Our matching contributions were $0.3 million and $0.9 million, respectively, during the three and nine month periods ended September 30, 2020 and $0.3 million and $1.0 million, respectively, for the prior-year periods.

Research and Development Costs

9 Months Ended

Sep. 30, 2020

Research And Development [Abstract]

Research and Development Costs

18.	Research and Development Costs

Expenditures for research and development are charged to expense as incurred and totaled $4.5 million and $17.4 million, respectively, during the three and nine month periods ended September 30, 2020 and $8.1 million and $18.6 million, respectively, for the prior-year periods. Research and development costs are reported as a component of engineering, design and development expenses in our unaudited condensed consolidated statements of operations.

Basis of Presentation (Policies)	9 Months Ended
Basis of Presentation (Policies)	Sep. 30, 2020
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation - The accompanying unaudited condensed consolidated financial statements and notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in conformity with Article 10 of Regulation S-X promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements and should be read in conjunction with our annual audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019 as filed with the Securities and Exchange Commission (“SEC”) on March 13, 2020 (the “2019 10-K”). These unaudited condensed consolidated financial statements reflect, in the opinion of management, all material adjustments (which include normal recurring adjustments) necessary to fairly state, in all material respects, our financial position, results of operations and cash flows for the periods presented. The results of operations and cash flows for the three and nine month periods ended September 30, 2020, including the impact of COVID-19, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2020. We have one class of common stock outstanding as of September 30, 2020 and December 31, 2019. Sale of CA Business - On August 31, 2020, we entered into a purchase and sale agreement (the “Purchase Agreement”) with the Buyer, pursuant to which, subject to the satisfaction of the conditions set forth in the Purchase Agreement, we will sell our CA Business to the Buyer through the sale of all of the issued and outstanding units of our subsidiaries Gogo LLC, a Delaware limited liability company, and Gogo International Holdings LLC, a Delaware limited liability company, for a purchase price of $400 million in cash, subject to certain adjustments (the “Transaction”). Consummation of the Transaction is subject to the satisfaction or waiver of (i) certain customary mutual closing conditions, including (a) the absence of any law or injunction prohibiting consummation of the Transaction, (b) the expiration or termination of the required waiting, notice or review periods and approvals or clearances under the Hart-Scott-Rodino Act, as amended (the “HSR Act”), and certain other approvals under competition laws, (c) the receipt of the CFIUS Clearance (as defined in the Purchase Agreement) and (d) the receipt of certain specified regulatory approvals, including the receipt of approvals required by the Federal Communications Commission and (ii) certain conditions in favor of the Company, including that the DIP (“debtor-in-possession”) Order and the Bankruptcy Court Order (each as defined in the Purchase Agreement), remain in full force and effect. The waiting period under the HSR Act expired on October 15, 2020. The Transaction has been approved by the U.S. Bankruptcy Court for the Eastern District of Virginia, Richmond Division. Under the Purchase Agreement, until the closing of the Transaction, we will be subject to a customary exclusivity covenant, which restricts our ability to solicit alternative acquisition proposals from third parties, to provide non-public information to third parties and to engage in negotiations with third parties regarding alternative acquisition proposals. The Purchase Agreement contains certain termination rights, including, among others, (i) for the Company and Buyer, if the Transaction is not consummated on or before April 30, 2021, subject to extension to July 31, 2021 for certain limited purposes, including obtaining certain required regulatory consents, and (ii) for the Company, if either the DIP Order or the Bankruptcy Court Order ceases to be in full force and effect. At the closing of the Transaction, the parties will enter into certain ancillary agreements, including a transition services agreement, an intellectual property license agreement and commercial agreements, including an ATG network sharing agreement, pursuant to which we will provide to the Buyer certain inflight connectivity services on our current ATG network and access to the 5G ATG network upon its launch, subject to certain revenue sharing obligations. Under the ATG network sharing agreement, the Buyer will have exclusive access to the ATG network for commercial aviation in North America, subject to minimum revenue guarantees starting at $5 million in the first year of the agreement. We expect to use the proceeds from the Transaction to improve our net debt position and continue to invest in growth opportunities, such as Gogo 5G. The Transaction is currently expected to close before the end of the first quarter of 2021. As a result of the pending Transaction, the CA business is classified as held for sale and reported in discontinued operations and all periods presented in this Form 10-Q have been conformed to represent the CA business as a discontinued operation. We report the financial results of discontinued operations separately from continuing operations to distinguish the financial impact of disposal transactions from ongoing operations. Discontinued operations reporting occurs only when the disposal of a component or a group of components (i) meets the held-for-sale classification criteria or is disposed of by sale or other than by sale, and (ii) represents a strategic shift that will have a major effect on our operations and financial results. The results of operations and cash flows of a discontinued operation are restated for all comparative periods presented. Unless otherwise noted, discussion in these Notes to Unaudited Condensed Consolidated Financial Statements refers to our continuing operations. Refer to Note 3, “Discontinued Operations” for further information. Shareholder Rights Plan - On September 23, 2020, our Board of Directors adopted a Section 382 Rights Agreement (the “Rights Agreement”), between the Company and Computershare Trust Company, N.A., as rights agent, and declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock of the Company, outstanding on the record date of October 2, 2020, to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Preferred Stock, par value $0.01 per share, of the Company (the “Preferred Shares”) at a price of $38.40 per one one-thousandth of a Preferred Share represented by a Right, subject to adjustment. The purpose of the Rights Agreement is to facilitate the Company’s ability to preserve its net operating losses (“NOLs”) and certain other tax attributes in order to be able to offset potential future income taxes for federal income tax purposes. The Company’s ability to use its NOLs and other tax attributes would be substantially limited if it experiences an “ownership change,” as such term is defined in Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). A company generally experiences an ownership change if the percentage of the value of its stock owned by certain “5-percent shareholders,” as such term is defined in Section 382 of the Code, increases by more than 50 percentage points over a rolling three-year period. The Rights Agreement is intended to reduce the likelihood of an ownership change under Section 382 of the Code by deterring any person or group from acquiring beneficial ownership of 4.9% or more of the shares of the Company’s common stock then-outstanding. Initially, the Rights will be attached to all shares of the Company’s common stock. Until the Distribution Date (as defined below), the Rights will be transferred with and only with the common stock. As long as the Rights are attached to the common stock, the Company will issue one Right with each new share of common stock so that all such shares of common stock will have Rights attached (subject to certain limited exceptions). The Rights will separate and begin trading separately from the common stock, and Right certificates will be caused to evidence the Rights, on the earlier to occur of (i) the close of business on the tenth day following public disclosure of facts indicating that a person or group has acquired beneficial ownership of 4.9% or more of the outstanding common stock (an “Acquiring Person”) (or, in the event the Board of Directors determines to effect an exchange in accordance with Section 24 of the Rights Agreement and the Board of Directors determines that a later date is advisable, then such later date) and (ii) the close of business on the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person becomes an Acquiring Person) following the commencement of a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 4.9% or more of the outstanding common stock (the earlier of such dates, the “Distribution Date”). The Rights are not exercisable until the Distribution Date. The Rights will expire on the earliest to occur of (i) the close of business on the day following the certification of the voting results of the Company’s 2021 annual meeting of stockholders, if at such stockholder meeting or any other meeting of stockholders of the Company duly held prior to such meeting, a proposal to ratify the Rights Agreement has not been passed by the requisite vote of the Company’s stockholders, (ii) the date on which the Board of Directors determines in its sole discretion that (x) the Rights Agreement is no longer necessary for the preservation of material valuable NOLs or tax attributes or (y) the NOLs and tax attributes have been fully utilized and may no longer be carried forward and (iii) the close of business on September 23, 2023.
Use of Estimates	Use of Estimates - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates the significant estimates and bases such estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances. However, actual results could differ materially from those estimates.

Discontinued Operations (Tables)

9 Months Ended

Sep. 30, 2020

Total assets and liabilities held for sale related to discontinued operations

		September 30,		December 31,
		2020		2019
Assets
Current assets:
Accounts receivable, net of allowances of $2,959 and $0, respectively	$	46,314	$	59,038
Inventories		82,033		81,939
Prepaid expenses and other current assets, net of allowances of $1,511 and $0, respectively		34,101		29,492
Total current assets		162,448		170,469

Non-current assets:
Property and equipment, net		355,674		491,135
Goodwill and intangible assets, net		20,886		24,696
Operating lease right-of-use assets		22,229		27,579
Other non-current assets, net of allowances of $9,302 and $0, respectively		66,262		77,551
Total non-current assets		465,051		620,961
Total assets	$	627,499	$	791,430

Liabilities and Stockholders’ deficit
Current liabilities:
Accounts payable	$	30,622	$	11,665
Accrued liabilities		94,796		126,041
Deferred revenue		25,249		32,564
Deferred airborne lease incentives		54,255		26,582
Total current liabilities		204,922		196,852

Non-current liabilities:
Deferred airborne lease incentives		82,523		135,399
Non-current operating lease liabilities		38,823		35,792
Other non-current liabilities		43,168		38,962
Total non-current liabilities		164,514		210,153
Total liabilities	$	369,436	$	407,005

	For the Three Months						For the Nine Months
	September 30,						Ended September 30,
	2020			2019			2020			2019
Revenue:
Service revenue	$	40,498		$	103,050		$	163,800		$	333,824
Equipment revenue		3,496			16,792			35,750			57,462
Total revenue		43,994			119,842			199,550			391,286

Operating expenses:
Cost of service revenue (exclusive of items shown below)		29,530			63,845			121,334			183,659
Cost of equipment revenue (exclusive of items shown below)		5,984			13,915			31,907			56,010
Engineering, design and development		16,285			20,747			41,702			61,897
Sales and marketing		5,742			7,156			14,308			21,700
General and administrative		11,306			8,583			37,138			28,648
Impairment of long-lived assets		—			—			47,376			—
Depreciation and amortization		45,666			25,431			120,229			78,132
Total operating expenses		114,513			139,677			413,994			430,046
Operating income (loss)		(70,519	)		(19,835	)		(214,444	)		(38,760	)

Total other (income) expense		315			143			3,565			(2,865	)

Loss before income taxes		(70,834	)		(19,978	)		(218,009	)		(35,895	)
Income tax provision		400			59			393			263
Net loss from discontinued operations, net of tax	$	(71,234	)	$	(20,037	)	$	(218,402	)	$	(36,158	)

Summary of Stock-Based Compensation Expense by Operating Expense

The following is a summary of our stock-based compensation expense by operating expense line in the unaudited condensed consolidated statements of operations (in thousands):

	For the Three Months				For the Nine Months
	Ended September 30,				Ended September 30,
	2020		2019		2020		2019
Cost of service revenue	$	179	$	27	$	239	$	90
Cost of equipment revenue		203		60		338		211
Engineering, design and development		584		158		902		439
Sales and marketing		413		386		938		1,189
General and administrative		3,301		1,641		5,866		4,802
Total stock-based compensation expense	$	4,680	$	2,272	$	8,283	$	6,731

Discontinued Operations

Summary of Stock-Based Compensation Expense by Operating Expense

The following is a summary of our stock-based compensation expense by operating expense line contained within the results of discontinued operations (in thousands):

		For the Three Months				For the Nine Months
		Ended September 30,				Ended September 30,
		2020		2019		2020		2019
Cost of service revenue	$	2,259	$	367	$	3,066	$	1,106
Engineering, design and development		2,712		559		3,735		1,832
Sales and marketing		2,141		463		2,957		1,597
General and administrative		1,409		405		2,319		1,445
Total stock-based compensation expense	$	8,521	$	1,794	$	12,077	$	5,980

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

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Accounting Changes And Error Corrections [Abstract]

Recent Accounting Pronouncements (Tables)

9 Months Ended

Sep. 30, 2020

Summary of Adoption Impact of ASC 326 on Unaudited Condensed Consolidated Balance Sheet


	Balance at December 31,			Impact of			Balances with Adoption of
	2019			ASC 326			ASC 326
Assets
Accounts receivable	$	42,322		$	(404	)	$	41,918
Other non-current assets	$	12,121		$	(75	)	$	12,046
Equity
Accumulated deficit (1)	$	(1,376,142	)	$	(3,665	)	$	(1,379,807	)

(1)

Revenue Recognition (Tables)

9 Months Ended

Sep. 30, 2020

Revenue From Contract With Customer [Abstract]

Summary of Revenue Disaggregated by Category

The following table presents our revenue disaggregated by category (in thousands):

	For the Three Months				For the Nine Months
	Ended September 30,				Ended September 30,
	2020		2019		2020		2019
Service revenue
Connectivity	$	52,607	$	54,698	$	153,029	$	161,559
Entertainment and other	717		651			2,054		1,759
Total service revenue	$	53,324	$	55,349	$	155,083	$	163,318
Equipment revenue
ATG	$	10,785	$	20,099	$	27,285	$	43,778
Satellite		2,176		5,292		9,068		14,336
Other	240		600		648			1,698
Total equipment revenue	$	13,201	$	25,991	$	37,001	$	59,812
Customer type
Aircraft owner/operator	$	53,324	$	55,349	$	155,083	$	163,318
OEM and aftermarket dealer		13,201		25,991		37,001		59,812
Total revenue	$	66,525	$	81,340	$	192,084	$	223,130

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2020

Earnings Per Share [Abstract]

Computation of Basic and Diluted Earnings Per Share

	For the Three Months						For the Nine Months
	Ended September 30,						Ended September 30,
	2020				2019		2020			2019
Net loss from continuing operations	$	(8,890	)	$	(2,854	)	$	(32,479	)	$	(87,495	)
Net loss from discontinued operations		(71,234	)		(20,037	)		(218,402	)		(36,158	)
Net loss		(80,124	)		(22,891	)		(250,881	)		(123,653	)
Less: Participation rights of the Forward Transactions		-			-			-			-
Undistributed losses	$	(80,124	)	$	(22,891	)	$	(250,881	)	$	(123,653	)

Weighted-average common shares outstanding-basic and diluted		82,707			80,908			81,892			80,370

Net loss attributable to common stock per share from continuing operations-basic and diluted	$	(0.11	)	$	(0.04	)	$	(0.40	)	$	(1.09	)

Net loss attributable to common stock per share from discontinued operations-basic and diluted		(0.86	)		(0.25	)		(2.67	)		(0.45	)

Net loss attributable to common stock per share -basic and diluted	$	(0.97	)	$	(0.29	)	$	(3.07	)	$	(1.54	)

Inventories (Tables)

9 Months Ended

Sep. 30, 2020

Inventory Disclosure [Abstract]

Components of Inventories

Inventories as of September 30, 2020 and December 31, 2019 were as follows (in thousands):

		September 30,		December 31,
		2020		2019
Work-in-process component parts	$	19,663	$	23,141
Finished goods		15,444		12,064
Total inventory	$	35,107	$	35,205

Composition of Certain Balance Sheet Accounts (Tables)

9 Months Ended

Sep. 30, 2020

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets as of September 30, 2020 and December 31, 2019 were as follows (in thousands):

	September 30,		December 31,
	2020		2019
Contract assets	$	1,670	$	540
Restricted cash		560		560
Other		4,218		5,713
Total prepaid expenses and other current assets	$	6,448	$	6,813

Property and Equipment

Property and equipment as of September 30, 2020 and December 31, 2019 were as follows (in thousands):

	September 30,			December 31,
	2020			2019
Office equipment, furniture, fixtures and other	$	10,650		$	10,526
Leasehold improvements		12,012			12,012
Network equipment		139,049			138,727
		161,711			161,265
Accumulated depreciation		(97,404	)		(92,082	)
Total property and equipment, net	$	64,307		$	69,183

Schedule of Other Non-Current Assets

Other non-current assets as of September 30, 2020 and December 31, 2019 were as follows (in thousands):

	September 30,		December 31,
	2020		2019
Contract assets, net of allowances of $320 and $0, respectively (1)	$	8,719	$	2,588
Restricted cash		5,101		7,099
Other		1,542		2,434
Total other non-current assets	$	15,362	$	12,121

(1)	Allowances for contract assets as of September 30, 2020 is due to the adoption of ASC 326. See Note 10, “Composition of Certain Reserves and Allowances,” for additional information.

Accrued Liabilities

Accrued liabilities as of September 30, 2020 and December 31, 2019 were as follows (in thousands):

	September 30,		December 31,
	2020		2019
Accrued interest	$	43,427	$	17,048
Operating leases		7,197		7,580
Employee compensation and benefits (1)		11,296		9,818
Taxes		1,950		5,037
Current portion of ABL Credit Facility (2)		6,000		-
Warranty reserve		2,050		2,500
Other		5,981		6,087
Total accrued liabilities	$	77,901	$	48,070

(1)	Includes certain amounts expected to be paid in Gogo common stock for employees classified within discontinued operations. See Note, 17 “Employee Retirement and Postretirement Benefits,” for additional information.

(2)	See Note 11, “Long-Term Debt and Other Liabilities,” for additional information.

Other Non-Current Liabilities

Other non-current liabilities as of September 30, 2020 and December 31, 2019 were as follows (in thousands):

	September 30,		December 31,
	2020		2019
Asset retirement obligations	$	4,296	$	4,093
Deferred tax liabilities		2,474		2,340
Employee compensation (1)		1,308		-
Other		2,825		1,098
Total other non-current liabilities	$	10,903	$	7,531

(1)	Includes certain amounts expected to be paid in Gogo common stock for employees classified within discontinued operations. See Note, 17 “Employee Retirement and Postretirement Benefits,” for additional information.

Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2020

Goodwill And Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets, Other than Goodwill

Our intangible assets, other than goodwill, as of September 30, 2020 and December 31, 2019 were as follows (in thousands, except for weighted average remaining useful life):

	Weighted
	Average			As of September 30, 2020										As of December 31, 2019
	Remaining			Gross							Net				Gross							Net
	Useful Life			Carrying			Accumulated				Carrying				Carrying			Accumulated				Carrying
	(in years)			Amount			Amortization				Amount				Amount			Amortization				Amount
Amortized intangible assets:

Software		3.4	$		48,572	$		(29,787)		$		18,785	$			42,591	$		(25,191)		$		17,400
Other intangible assets		8.0			1,500			-				1,500				1,500			-				1,500
Service customer relationships					8,081			(8,081	)			-				8,081			(8,081	)			-
OEM and dealer relationships					6,724			(6,724	)			-				6,724			(6,724	)			-
Total amortized intangible assets					64,877			(44,592)				20,285				58,896			(39,996)				18,900

Unamortized intangible assets:

FCC Licenses					32,283			-				32,283				32,283			-				32,283

Total intangible assets			$		97,160	$		(44,592)		$		52,568	$			91,179	$		(39,996	)	$		51,183

Summary of Amortization Expenses

Amortization expense for each of the next five years and thereafter is estimated to be as follows (in thousands):

	Amortization
Years ending December 31,	Expense
2020 (period from October 1 to December 31)	$	1,817
2021	$	7,168
2022	$	4,637
2023	$	2,159
2024	$	873
Thereafter	$	3,631

Composition of Certain Reserves and Allowances (Tables)

9 Months Ended

Sep. 30, 2020

Allowance For Credit Loss [Abstract]

Summary of our allowances for credit losses

A summary of our allowances for credit losses were as follows (in thousands):

	For the three months ended
	September 30, 2020
				Other
	Accounts			non-current
	Receivable			assets
Balance at July 1, 2020	$	1,619		$	250
Current-period provision for expected credit losses	127				70
Write-offs charged against the allowances		(216	)	-
Other and foreign currency	9			-
Balance at September 30, 2020	$	1,539		$	320

	For the nine months ended
	September 30, 2020
				Other
	Accounts			non-current
	Receivable			assets
Balance at January 1, 2020	$	660		$	-
Cumulative-effect adjustment of ASC 326 adoption	404			75
Current-period provision for expected credit losses	803			245
Write-offs charged against the allowances		(411	)	-
Other and foreign currency	83			-
Balance at September 30, 2020	$	1,539		$	320

Long-Term Debt and Other Liabilities (Tables)

9 Months Ended

Sep. 30, 2020

Debt Disclosure [Abstract]

Schedule of Long-Term Debt

Long-term debt as of September 30, 2020 and December 31, 2019 was as follows (in thousands):

		September			December
		30, 2020			31, 2019
2024 Senior Secured Notes	$	921,672		$	921,137
2022 Convertible Notes		211,643			201,868
ABL Credit Facility		14,000			-
2020 Convertible Notes		-			2,498
Total debt		1,147,315			1,125,503
Less deferred financing costs		(20,681	)		(24,255	)
Total long-term debt	$	1,126,634		$	1,101,248

Summary of Redemption Prices Plus Accrued and Unpaid Interest

Senior Secured Notes will be redeemable at the following redemption prices (expressed in percentages of principal amount), plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of record on the relevant regular record date on or prior to the redemption date to receive interest due on an interest payment date), if redeemed during the twelve-month period commencing on May 1 of the following years:

	Redemption
Year	Price

2021	104.938	%
2022	102.469	%
2023 and thereafter	100.000	%

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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Interest Costs (Tables)

9 Months Ended

Sep. 30, 2020

Summary of Interest Costs

The following is a summary of our interest costs for the three and nine month periods ended September 30, 2020 and 2019 (in thousands):

	For the Three Months				For the Nine Months
	Ended September 30,				Ended September 30,
	2020		2019		2020		2019

Interest costs charged to expense	$	26,164	$	26,250	$	78,928	$	83,977
Amortization of deferred financing costs		1,484		1,328		4,355		3,901
Accretion of debt discount		3,551		3,116		10,312		12,508
Amortization of debt premium		-		-		-		(1,018	)
Interest expense		31,199		30,694		93,595		99,368
Interest costs capitalized to property and equipment		-		-		-		11
Interest costs capitalized to software		381		188		565		428
Total interest costs	$	31,580	$	30,882	$	94,160	$	99,807

Leases (Tables)

9 Months Ended

Sep. 30, 2020

Leases [Abstract]

Lease expense included in the unaudited condensed consolidated statements of operations

The following is a summary of our lease expense included in the unaudited condensed consolidated statements of operations (in thousands):

	For the Three		For the Three
	Months Ended		Months Ended
	September 30, 2020		September 30, 2019
Operating lease cost	$	2,864	$		2,837
Financing lease cost:
Amortization of leased assets		38			171
Interest on lease liabilities		31			8
Total lease cost	$	2,933	$		3,016

		For the Nine			For the Nine
		Months Ended			Months Ended
		September 30, 2020			September 30, 2019
Operating lease cost	$	8,657		$		8,800
Financing lease cost:
Amortization of leased assets		219				548
Interest on lease liabilities		80				35
Total lease cost	$	8,956		$		9,383

Schedule includes other information about leases

Other information regarding our leases is as follows (in thousands, except lease terms and discount rates):

	For the Nine			For the Nine
	Months Ended			Months Ended
	September 30, 2020			September 30, 2019
Supplemental cash flow information
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows used in operating leases	$	9,331		$	9,847
Operating cash flows used in financing leases	$	80		$	35
Financing cash flows used in financing leases	$	513		$	532
Non-cash items:
Operating leases obtained	$	2,660		$	2,795
Financing leases obtained	$	428		$	-
Weighted average remaining lease term
Operating leases	7 years			8 years
Financing leases	2 years			1 year

Weighted average discount rate
Operating leases		10.4	%		10.3	%
Financing leases		11.1	%		8.1	%

Annual future minimum lease payments

Annual future minimum lease payments as of September 30, 2020 (in thousands):

	Operating			Financing
Years ending December 31,	Leases			Leases
2020 (period from October 1 to December 31)	$	2,280		$	126
2021		12,566			503
2022		11,278			442
2023		7,276			80
2024		5,521			-
Thereafter		28,956			-
Total future minimum lease payments		67,877			1,151
Less: Amount representing interest		(22,457	)		(177	)
Present value of net minimum lease payments	$	45,420		$	974

Reported as of September 30, 2020
Accrued liabilities	$	7,197		$	339
Non-current operating lease liabilities		38,223			-
Other non-current liabilities		-			635
Total lease liabilities	$	45,420		$	974

Fair Value of Financial Assets and Liabilities (Tables)

9 Months Ended

Sep. 30, 2020

Fair Value Disclosures [Abstract]

Summary of Fair Value and Carrying Value of Long-Term Debt

The fair value and carrying value of long-term debt as of September 30, 2020 and December 31, 2019 were as follows (in thousands):

	September 30, 2020						December 31, 2019
	Fair Value ⁽¹⁾		Carrying Value				Fair Value ⁽¹⁾		Carrying Value

2024 Senior Secured Notes	$	989,000	$	921,672	⁽²	⁾	$	982,000	$	921,137	⁽²	⁾
2022 Convertible Notes	$	379,000	$	211,643	⁽³	⁾	$	297,000	$	201,868	⁽³	⁾
2020 Convertible Notes	$	-	$	-			$	2,498	$	2,498

(1)	Fair value amounts are rounded to the nearest million, except for the 2020 Convertible Notes, as of December 31, 2019.

(2)	Carrying value of the 2024 Senior Secured Notes reflects the unaccreted debt discount of $3.3 million and $3.9 million, respectively, as of September 30, 2020 and December 31, 2019. See Note 11, “Long-Term Debt and Other Liabilities,” for further information.

(3)	Carrying value of the 2022 Convertible Notes reflects the unaccreted debt discount of $26.1 million and $35.9 million, respectively, as of September 30, 2020 and December 31, 2019. See Note 11, “Long-Term Debt and Other Liabilities,” for further information.

Employee Retirement and Postretirement Benefits (Tables)

9 Months Ended

Sep. 30, 2020

Summary of Stock-Based Compensation Expense by Operating Expense

The following is a summary of our stock-based compensation expense by operating expense line in the unaudited condensed consolidated statements of operations (in thousands):

	For the Three Months				For the Nine Months
	Ended September 30,				Ended September 30,
	2020		2019		2020		2019
Cost of service revenue	$	179	$	27	$	239	$	90
Cost of equipment revenue		203		60		338		211
Engineering, design and development		584		158		902		439
Sales and marketing		413		386		938		1,189
General and administrative		3,301		1,641		5,866		4,802
Total stock-based compensation expense	$	4,680	$	2,272	$	8,283	$	6,731

Basis of Presentation - Additional Information (Detail) $ / shares in Units, $ in Millions	9 Months Ended	12 Months Ended
	Sep. 30, 2020 USD ($) Segment ClassOfCommonStock $ / shares	Dec. 31, 2019 ClassOfCommonStock
Accounting Policies [Abstract]
Number of Operating Segments \| Segment	2
Number Of Classes Of Common Stock Outstanding \| ClassOfCommonStock	1	1
Company purchase price \| $	$ 400
Minimum revenue guarantees \| $	$ 5
Preferred stock par value per share \| $ / shares	$ 0.01
Shares issued, price per share \| $ / shares	$ 38.40
Business acquisition	A company generally experiences an ownership change if the percentage of the value of its stock owned by certain “5-percent shareholders,” as such term is defined in Section 382 of the Code, increases by more than 50 percentage points over a rolling three-year period. The Rights Agreement is intended to reduce the likelihood of an ownership change under Section 382 of the Code by deterring any or group from acquiring beneficial ownership of 4.9% or more of the shares of the Company’s common stock then-outstanding. Initially, the Rights will be attached to all shares of the Company’s common stock. Until the Distribution Date (as defined below), the Rights will be transferred with and only with the common stock. As long as the Rights are attached to the common stock, the Company will issue one Right with each new share of common stock so that all such shares of common stock will have Rights attached (subject to certain limited exceptions). The Rights will separate and begin trading separately from the common stock, and Right certificates will be caused to evidence the Rights, on the earlier to occur of (i) the close of business on the tenth day following public disclosure of facts indicating that a person or group has acquired beneficial ownership of 4.9% or more of the outstanding common stock (an “Acquiring Person”) (or, in the event the Board of Directors determines to effect an exchange in accordance with Section 24 of the Rights Agreement and the Board of Directors determines that a later date is advisable, then such later date) and (ii) the close of business on the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person becomes an Acquiring Person) following the commencement of a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 4.9% or more of the outstanding common stock (the earlier of such dates, the “Distribution Date”). The Rights are not exercisable until the Distribution Date

Impact of COVID-19 Pandemic - Additional Information (Detail) - USD ($) $ in Thousands				3 Months Ended		9 Months Ended
	Nov. 06, 2020	Aug. 14, 2020	May 07, 2019	Sep. 30, 2020	Jun. 30, 2020	Sep. 30, 2020	Sep. 30, 2019	Oct. 01, 2020	Mar. 31, 2020	Apr. 25, 2019
Impact Of Coronavirus Global Pandemic [Line Items]
Workers' Compensation Discount, Description						We implemented several cost-cutting measures related to personnel, including a hiring freeze, a suspension of 2020 merit salary increases and a modification of the 2020 bonus program allowing awards to be paid in stock or a combination of stock and cash at our option. Additionally, the Chief Executive Officer’s 2019 bonus payout was deferred and in July 2020 the Chief Executive Officer accepted common stock in lieu of cash for the after-tax portion of his 2019 bonus.We also furloughed approximately 54% of our workforce beginning May 4, 2020. Additionally, effective August 14, 2020, we implemented a reduction in force of approximately 14% of our workforce. Furloughed employees not affected by the reduction in force returned to full time work on August 31, 2020. Effective May 4, 2020, we reduced compensation for salaried employees who were not furloughed. Salary reductions, which will be effective at least through the end of 2020, begin at 30% for the Chief Executive Officer, then 20% for the executive leadership team and reducing downward by staff level from there. In addition, the compensation for the members of our Board of Directors has been reduced by 30% for the last three quarters of 2020
Reduction in Workforce		14.00%
Credit facility available limit									$ 22,000
Repayments of lines of credit				$ 1,000	$ 5,000	$ 6,000
Line of credit facility, Outstanding amount						20,000
Line of credit facility, remaining borrowing capacity				$ 1,000		$ 1,000
Proceeds from issuance of senior secured notes							$ 920,683
Subsequent Event [Member]
Impact Of Coronavirus Global Pandemic [Line Items]
Line of credit facility, drawn amount								$ 4,000
9.875% Senior secured Notes Due On 2024 [Member]
Impact Of Coronavirus Global Pandemic [Line Items]
Aggregate principal amount										$ 905,000
Interest rate										9.875%
Issue price as percentage of face value			99.512%
9.875% Senior secured Notes Due On 2024 [Member] \| Subsequent Event [Member]
Impact Of Coronavirus Global Pandemic [Line Items]
Aggregate principal amount	$ 50,000
Interest rate	9.875%
Issue price as percentage of face value	103.50%
Proceeds from issuance of senior secured notes	$ 51,800

Discontinued Operations (Assets and Liabilities held for sale related to discontinued operations) (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Current assets:
Accounts receivable, net of allowances of $2,959 and $0, respectively	$ 46,314	$ 59,038
Inventories	82,033	81,939
Prepaid expenses and other current assets, net of allowances of $1,511 and $0, respectively	34,101	29,492
Total current assets	162,448	170,469
Non-current assets:
Property and equipment, net	355,674	491,135
Goodwill and intangible assets, net	20,886	24,696
Operating lease right-of-use assets	22,229	27,579
Other non-current assets, net of allowances of $9,302 and $0, respectively	66,262	77,551
Total non-current assets	465,051	620,961
Total assets	627,499	791,430
Current liabilities:
Accounts payable	30,622	11,665
Accrued liabilities	94,796	126,041
Deferred revenue	25,249	32,564
Deferred airborne lease incentives	54,255	26,582
Total current liabilities	204,922	196,852
Non-current liabilities:
Deferred airborne lease incentives	82,523	135,399
Non-current operating lease liabilities	38,823	35,792
Other non-current liabilities	43,168	38,962
Total non-current liabilities	164,514	210,153
Total liabilities	$ 369,436	$ 407,005

Discontinued Operations (Assets and Liabilities held for sale related to discontinued operations) (Parenthetical) (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Discontinued Operations And Disposal Groups [Abstract]
Accounts receivable	$ 2,959	$ 0
Prepaid expenses	1,511	0
Other non-current assets	$ 9,302	$ 0

Discontinued Operations (Net loss from discontinued operations) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Revenue:
Total revenue	$ 43,994	$ 119,842	$ 199,550	$ 391,286
Operating expenses:
Engineering, design and development	16,285	20,747	41,702	61,897
Sales and marketing	5,742	7,156	14,308	21,700
General and administrative	11,306	8,583	37,138	28,648
Impairment of long-lived assets			47,376
Depreciation and amortization	45,666	25,431	120,229	78,132
Total operating expenses	114,513	139,677	413,994	430,046
Operating income (loss)	(70,519)	(19,835)	(214,444)	(38,760)
Total other (income) expense	315	143	3,565	(2,865)
Loss before income taxes	(70,834)	(19,978)	(218,009)	(35,895)
Income tax provision	400	59	393	263
Net loss from discontinued operations, net of tax	(71,234)	(20,037)	(218,402)	(36,158)
Service [Member]
Revenue:
Total revenue	40,498	103,050	163,800	333,824
Product [Member]
Revenue:
Total revenue	3,496	16,792	35,750	57,462
Cost of Service Revenue [Member]
Revenue:
Total revenue	29,530	63,845	121,334	183,659
Cost of Equipment Revenue [Member]
Revenue:
Total revenue	$ 5,984	$ 13,915	$ 31,907	$ 56,010

Discontinued Operations - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2020	Mar. 31, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Jun. 30, 2020
Discontinued Operations And Disposal Groups [Abstract]
Accelerated depreciation	$ 27,000			$ 41,000
Accelerated amortization	18,000			24,000
Reduction in cost of service revenue	27,400		$ 6,300	49,300	$ 21,400
Amortization expenses	23,000			30,200
Rental expenses	5,000			15,600
Impairmrnt Charges	0	$ 46,400
Deferred costs						$ 1,000
Impairment of long-lived assets				1,000
2020						28,800
2021	12,566			12,566		138,600
2022	11,278			11,278		118,500
2023	7,276			7,276		92,300
2024	5,521			5,521		59,400
Thereafter	$ 28,956			$ 28,956		$ 259,400

Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Total stock-based compensation expense	$ 4,680	$ 2,272	$ 8,283	$ 6,731
Cost of Service Revenue [Member]
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Total stock-based compensation expense	179	27	239	90
Engineering, Design and Development [Member]
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Total stock-based compensation expense	584	158	902	439
Sales and Marketing [Member]
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Total stock-based compensation expense	413	386	938	1,189
General and Administrative [Member]
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Total stock-based compensation expense	3,301	1,641	5,866	4,802
Discontinued Operations Held for Sale [Member]
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Total stock-based compensation expense	8,521	1,794	12,077	5,980
Discontinued Operations Held for Sale [Member] \| Cost of Service Revenue [Member]
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Total stock-based compensation expense	2,259	367	3,066	1,106
Discontinued Operations Held for Sale [Member] \| Engineering, Design and Development [Member]
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Total stock-based compensation expense	2,712	559	3,735	1,832
Discontinued Operations Held for Sale [Member] \| Sales and Marketing [Member]
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Total stock-based compensation expense	2,141	463	2,957	1,597
Discontinued Operations Held for Sale [Member] \| General and Administrative [Member]
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Total stock-based compensation expense	$ 1,409	$ 405	$ 2,319	$ 1,445

Recent Accounting Pronouncements - Summary of Adoption Impact of ASC 326 on Unaudited Condensed Consolidated Balance Sheet (Detail) - USD ($)
$ in Thousands

Sep. 30, 2020

Jan. 01, 2020

Dec. 31, 2019

Assets

Accounts receivable

$ 32,497

$ 42,322

Other non-current assets

15,362

12,121

Equity

Accumulated deficit (1)

$ (1,630,688)

(1,376,142)

^[1]

Accounting Standards Update 2016-13 [Member]

Assets

Accounts receivable

$ 41,918

Other non-current assets

12,046

Equity

Accumulated deficit (1)

^[1]

$ (1,379,807)

Difference Between Guidance in Effect Before and After ASC Three Two Six [Member] | Accounting Standards Update 2016-13 [Member]

Assets

Accounts receivable

(404)

Other non-current assets

(75)

Equity

Accumulated deficit (1)

^[1]

$ (3,665)

[1]

Recent Accounting Pronouncements - Summary of Adoption Impact of ASC 326 on Unaudited Condensed Consolidated Balance Sheet (Parenthetical) (Detail) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Item Effected [Line Items]
Disposal Group, Including Discontinued Operation, Accounts, Notes and Loans Receivable, Net	$ 46,314	$ 59,038
Prepaid And Other Current Asset Related To Discontinued Operation	34,101	29,492
Disposal Group, Including Discontinued Operation, Other Assets, Noncurrent	66,262	$ 77,551
Accounting Standards Update 2016-13 [Member] \| Difference Between Guidance in Effect Before and After ASC Three Two Six [Member]
Item Effected [Line Items]
Disposal Group, Including Discontinued Operation, Accounts, Notes and Loans Receivable, Net	1,000
Prepaid And Other Current Asset Related To Discontinued Operation	400
Disposal Group, Including Discontinued Operation, Other Assets, Noncurrent	1,800
Discontinued Operation, Total	$ 3,700

Revenue Recognition - Additional Information (Detail) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2020	Dec. 31, 2019
Revenue From Contracts With Customers [Line Items]
Transaction price allocated to remaining performance obligations	$ 66.2
Service revenue occurring period	1 year
Future equipment revenue recognition period	next year
Contract with Customer, Asset, Allowance for Credit Loss	$ 0.3
Airline [Member]
Revenue From Contracts With Customers [Line Items]
Contract assets, current and non-current	10.4	$ 3.1
Accounting Standards Update 2014-09 [Member]
Revenue From Contracts With Customers [Line Items]
Deferred revenue, current and non-current	2.5	$ 2.2
Connectivity and Entertainment Service Revenues [Member]
Revenue From Contracts With Customers [Line Items]
Transaction price allocated to remaining performance obligations	64.3
Future Equipment Revenue [Member]
Revenue From Contracts With Customers [Line Items]
Equipment revenue	$ 1.9

Revenue Recognition - Summary of Revenue Disaggregated by Category (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Disaggregation of Revenue [Line Items]
Disaggregation of revenue	$ 66,525	$ 81,340	$ 192,084	$ 223,130
Service Revenue [Member]
Disaggregation of Revenue [Line Items]
Disaggregation of revenue	53,324	55,349	155,083	163,318
Equipment Revenue [Member]
Disaggregation of Revenue [Line Items]
Disaggregation of revenue	13,201	25,991	37,001	59,812
Aircraft Owner Operator [Member]
Disaggregation of Revenue [Line Items]
Disaggregation of revenue	53,324	55,349	155,083	163,318
OEM and Aftermarket Dealer [Member]
Disaggregation of Revenue [Line Items]
Disaggregation of revenue	13,201	25,991	37,001	59,812
Connectivity [Member] \| Service Revenue [Member]
Disaggregation of Revenue [Line Items]
Disaggregation of revenue	52,607	54,698	153,029	161,559
Entertainment And Other [Member] \| Service Revenue [Member]
Disaggregation of Revenue [Line Items]
Disaggregation of revenue	717	651	2,054	1,759
ATG [Member] \| Equipment Revenue [Member]
Disaggregation of Revenue [Line Items]
Disaggregation of revenue	10,785	20,099	27,285	43,778
Satellite [Member] \| Equipment Revenue [Member]
Disaggregation of Revenue [Line Items]
Disaggregation of revenue	2,176	5,292	9,068	14,336
Other [Member] \| Equipment Revenue [Member]
Disaggregation of Revenue [Line Items]
Disaggregation of revenue	$ 240	$ 600	$ 648	$ 1,698

Net Loss Per Share - Additional Information (Detail) - shares shares in Millions	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Earnings Per Share [Abstract]
Forward stock repurchase transaction shares, excluded from dilution effect	2.1	7.2

Net Loss Per Share - Computation of Basic and Diluted Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Earnings Per Share [Abstract]
Net loss from continuing operations	$ (8,890)	$ (2,854)	$ (32,479)	$ (87,495)
Net loss from discontinued operations, net of tax	(71,234)	(20,037)	(218,402)	(36,158)
Net loss	(80,124)	(22,891)	(250,881)	(123,653)
Undistributed losses	$ (80,124)	$ (22,891)	$ (250,881)	$ (123,653)
Weighted average number of shares—basic and diluted	82,707	80,908	81,892	80,370
Net loss from continuing operations	$ (0.11)	$ (0.04)	$ (0.40)	$ (1.09)
Net loss attributable to common stock per share from discontinued operations-basic and diluted	(0.86)	(0.25)	(2.67)	(0.45)
Net loss	$ (0.97)	$ (0.29)	$ (3.07)	$ (1.54)

Amount after tax of income (loss) from continuing operations attributable to the parent.

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The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22583-107794

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Contract assets, net of allowances of $320 and $0, respectively

Inventories - Components of Inventories (Detail) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Inventory Disclosure [Abstract]
Work-in-process component parts	$ 19,663	$ 23,141
Finished goods	15,444	12,064
Total inventory	$ 35,107	$ 35,205

Composition of Certain Balance Sheet Accounts - Schedule of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Prepaid Expense And Other Assets [Abstract]
Contract assets	$ 1,670	$ 540
Restricted cash	560	560
Other	4,218	5,713
Total prepaid expenses and other current assets	$ 6,448	$ 6,813

Composition of Certain Balance Sheet Accounts - Property and Equipment (Detail) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 161,711	$ 161,265
Accumulated depreciation	(97,404)	(92,082)
Total property and equipment, net	64,307	69,183
Office Equipment, Furniture, Fixtures and Other [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	10,650	10,526
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	12,012	12,012
Network Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 139,049	$ 138,727

Composition of Certain Balance Sheet Accounts - Schedule of Other Non-Current Assets (Detail) - USD ($)
$ in Thousands

Sep. 30, 2020

Dec. 31, 2019

Other Assets Noncurrent [Abstract]

^[1]

$ 8,719

$ 2,588

Restricted cash

5,101

7,099

Other

1,542

2,434

Total other non-current assets

$ 15,362

$ 12,121

[1]	Allowances for contract assets as of September 30, 2020 is due to the adoption of ASC 326. See Note 10, “Composition of Certain Reserves and Allowances,” for additional information.

Composition of Certain Balance Sheet Accounts - Schedule of Other Non-Current Assets (Parenthetical) (Detail) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Other Assets Noncurrent [Abstract]
Contract with Customer, Asset, Accumulated Allowance for Credit Loss, Noncurrent	$ 320	$ 0

Composition of Certain Balance Sheet Accounts - Accrued Liabilities (Detail) - USD ($)
$ in Thousands

Sep. 30, 2020

Dec. 31, 2019

Accrued Liabilities Current [Abstract]

Accrued interest

$ 43,427

$ 17,048

Operating leases

7,197

7,580

Employee compensation and benefits

^[1]

11,296

9,818

Taxes

1,950

5,037

Current portion of ABL Credit Facility

^[2]

6,000

Warranty reserve

2,050

2,500

Other

5,981

6,087

Total accrued liabilities

$ 77,901

$ 48,070

[1]	Includes certain amounts expected to be paid in Gogo common stock for employees classified within discontinued operations. See Note, 17 “Employee Retirement and Postretirement Benefits,” for additional information.
[2]	See Note 11, “Long-Term Debt and Other Liabilities,” for additional information.

Other Liabilities Noncurrent [Abstract]

The carrying value as of the balance sheet date of the current portion of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

+ References + Details

Composition of Certain Balance Sheet Accounts - Other Non-Current Liabilities (Detail) - USD ($)
$ in Thousands

Sep. 30, 2020

Dec. 31, 2019

Asset retirement obligations

$ 4,296

$ 4,093

Deferred tax liabilities

2,474

2,340

Employee compensation

^[1]

1,308

Other

2,825

1,098

Total other non-current liabilities

$ 10,903

$ 7,531

[1]	Includes certain amounts expected to be paid in Gogo common stock for employees classified within discontinued operations. See Note, 17 “Employee Retirement and Postretirement Benefits,” for additional information.

Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Goodwill And Intangible Assets Disclosure [Abstract]
Goodwill	$ 0.6		$ 0.6		$ 0.6
Amortization expense	$ 1.6	$ 1.2	$ 4.6	$ 4.2

Intangible Assets - Schedule of Intangible Assets, Other than Goodwill (Detail) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Dec. 31, 2019
Intangible Assets Net Excluding Goodwill [Line Items]
Amortized intangible assets, Gross Carrying Amount	$ 64,877	$ 58,896
Amortized intangible assets, Accumulated Amortization	(44,592)	(39,996)
Amortized intangible assets, Net Carrying Amount	20,285	18,900
Total intangible assets, Gross Carrying amount	97,160	91,179
Total intangible assets, Net Carrying Amount	52,568	51,183
FCC Licenses [Member]
Intangible Assets Net Excluding Goodwill [Line Items]
Total unamortized intangible assets, Gross Carrying Amount	32,283	32,283
Total unamortized intangible assets, Net Carrying Amount	$ 32,283	32,283
Software [Member]
Intangible Assets Net Excluding Goodwill [Line Items]
Weighted Average Remaining Useful Life (in years)	3 years 4 months 24 days
Amortized intangible assets, Gross Carrying Amount	$ 48,572	42,591
Amortized intangible assets, Accumulated Amortization	(29,787)	(25,191)
Amortized intangible assets, Net Carrying Amount	$ 18,785	17,400
Other Intangible Assets [Member]
Intangible Assets Net Excluding Goodwill [Line Items]
Weighted Average Remaining Useful Life (in years)	8 years
Amortized intangible assets, Gross Carrying Amount	$ 1,500	1,500
Amortized intangible assets, Net Carrying Amount	1,500	1,500
Service Customer Relationships [Member]
Intangible Assets Net Excluding Goodwill [Line Items]
Amortized intangible assets, Gross Carrying Amount	8,081	8,081
Amortized intangible assets, Accumulated Amortization	(8,081)	(8,081)
OEM and Dealer Relationships [Member]
Intangible Assets Net Excluding Goodwill [Line Items]
Amortized intangible assets, Gross Carrying Amount	6,724	6,724
Amortized intangible assets, Accumulated Amortization	$ (6,724)	$ (6,724)

Intangible Assets - Summary of Amortization Expenses (Detail) $ in Thousands	Sep. 30, 2020 USD ($)
Goodwill And Intangible Assets Disclosure [Abstract]
2020 (period from October 1 to December 31)	$ 1,817
2021	7,168
2022	4,637
2023	2,159
2024	873
Thereafter	$ 3,631

Composition of Certain Reserves and Allowances (Detail) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2020
Financing Receivable Allowance For Credit Losses [Line Items]
Accounts receivable, Beginning balance	$ 1,619	$ 660
Accounts receivable, Cumulative-effect adjustment of ASC 326 adoption		404
Current-period provision for expected credit losses	127	803
Write-offs charged against the allowances	(216)	(411)
Other and foreign currency	9	83
Financing Receivable, Ending balance	1,539	1,539
Other non-current assets
Financing Receivable Allowance For Credit Losses [Line Items]
Financing Receivable, Beginning balance	250
Financing Receivable, Cumulative-effect adjustment of ASC 326 adoption		75
Financing Receivable, Current-period provision for expected credit losses	70	245
Financing Receivable, Ending balance	$ 320	$ 320

Composition of Certain Reserves and Allowances - Additional Information (Detail) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Dec. 31, 2019
Financing Receivable Allowance For Credit Losses [Line Items]
Warranty reserve balance	$ 2,050	$ 2,500
Minimum
Financing Receivable Allowance For Credit Losses [Line Items]
Standard product warranty term	2 years
Maximum
Financing Receivable Allowance For Credit Losses [Line Items]
Standard product warranty term	5 years

Long-Term Debt and Other Liabilities - Schedule of Long-Term Debt (Detail) - USD ($)
$ in Thousands

Sep. 30, 2020

Dec. 31, 2019

Less deferred financing costs

$ 1,147,315

$ 1,125,503

(20,681)

(24,255)

Total long-term debt

1,126,634

1,101,248

2024 Senior Secured Notes [Member]

Senior Secured Notes

921,672

921,137

2022 Convertible Notes [Member]

^[1]

921,672

921,137

ABL Credit Facility [Member]

^[2]

211,643

201,868

2020 Convertible Notes [Member]

$ 14,000

$ 2,498

[1]	Carrying value of the 2024 Senior Secured Notes reflects the unaccreted debt discount of $3.3 million and $3.9 million, respectively, as of September 30, 2020 and December 31, 2019. See Note 11, “Long-Term Debt and Other Liabilities,” for further information.
[2]	Carrying value of the 2022 Convertible Notes reflects the unaccreted debt discount of $26.1 million and $35.9 million, respectively, as of September 30, 2020 and December 31, 2019. See Note 11, “Long-Term Debt and Other Liabilities,” for further information.

Long-Term Debt and Other Liabilities - Additional Information (Detail)
$ / shares in Units, shares in Millions

1 Months Ended

3 Months Ended

6 Months Ended

9 Months Ended

12 Months Ended

Nov. 06, 2020

USD ($)

Mar. 31, 2020

USD ($)

Mar. 01, 2020

USD ($)

Dec. 11, 2019

USD ($)

May 07, 2019

USD ($)

Apr. 18, 2019

USD ($)

Nov. 21, 2018

USD ($)

Tradingday

$ / shares

Jan. 03, 2017

USD ($)

Jun. 14, 2016

USD ($)

Mar. 03, 2015

USD ($)

$ / shares

Jul. 31, 2020

USD ($)

Aug. 26, 2019

USD ($)

ClassOfCommonStock

May 03, 2019

USD ($)

Apr. 15, 2019

USD ($)

Nov. 30, 2018

USD ($)

Sep. 30, 2020

USD ($)

Jun. 30, 2020

USD ($)

Sep. 30, 2019

USD ($)

Jun. 30, 2019

USD ($)

Jun. 30, 2019

USD ($)

Sep. 30, 2020

USD ($)

Sep. 30, 2019

USD ($)

Dec. 31, 2019

USD ($)

Oct. 01, 2020

USD ($)

Apr. 25, 2019

USD ($)

Sep. 25, 2017

USD ($)

$ 920,683,000

$ 1,147,315,000

$ 1,125,503,000

$ 2,500,000

2,498,000

159,502,000

Line of credit facility, Outstanding amount

1,484,000

$ 1,328,000

4,355,000

$ 3,901,000

20,000,000

Line of credit facility, remaining borrowing capacity

1,000,000

Current portion of ABL Credit Facility

^[1]

6,000,000

Repayments of amounts drawn from credit facility

1,000,000

$ 5,000,000

6,000,000

Debt instrument maturity date description

Margin On LIBOR

London Interbank Offered Rate (LIBOR) plus an applicable margin ranging from 1.50% to 2.00% per annum

Line of Credit Facility, Current Borrowing Capacity

$ 22,000,000

Forward stock repurchase transaction shares, excluded from dilution effect | shares

1,086,665,000

$ 1,086,665,000

979,499,000

2.1

7.2

Letters of Credit [Member]

Convertible Notes [Member]

Restricted cash

5,700,000

$ 5,700,000

7,700,000

Forward stock repurchase transaction shares, excluded from dilution effect | shares

7.2

Minimum | London Interbank Offered Rate (LIBOR) [Member]

Minimum | Base Rate [Member]

1.50%

Maximum | London Interbank Offered Rate (LIBOR) [Member]

0.50%

Maximum | Base Rate [Member]

2.00%

Subsequent Event [Member]

1.00%

Line of credit facility, drawn amount

$ 4,000,000

Subsequent Event [Member] | Minimum

Amount of equity securities to be issued in non-closure of transaction

$ 20,000,000

Subsequent Event [Member] | Maximum

Fourth Supplemental Indenture [Member] | Subsequent Event [Member]

5,000,000.0

Line of credit facility, Additional amount

50,000,000

Line of credit facility, Outstanding amount

70,000,000

ABL Credit Facility [Member]

900,000

100,000

300,000

Line of Credit Facility, Current Borrowing Capacity

500,000

800,000

4,500,000

Debt Instrument, Interest Rate, Effective Percentage

15.00%

ABL Credit Facility [Member] | JP Morgan Chase Bank NA [Member]

Line of credit facility, Outstanding amount

20,000,000.0

Credit Facility borrowing base availability

$ 30,000,000

20,000,000.0

Repayments of amounts drawn from credit facility

$ 1,000,000

Line of credit facility, drawn amount

4,000,000

ABL Credit Facility [Member] | JP Morgan Chase Bank NA [Member] | Accrued Liabilities [Member]

Current portion of ABL Credit Facility

6,000,000.0

ABL Credit Facility [Member] | Minimum

Unused Borrowing Fee Percentage

0.25%

Line of Credit Facility Fixed Charge Coverage Ratio | ClassOfCommonStock

1.00

Minimum Fixed Charge Coverage Ratio | ClassOfCommonStock

1.00

ABL Credit Facility [Member] | Maximum

Unused Borrowing Fee Percentage

0.375%

Line of Credit Facility Fixed Charge Coverage Ratio | ClassOfCommonStock

1.10

Minimum Fixed Charge Coverage Ratio | ClassOfCommonStock

1.00

ABL Credit Facility [Member] | Maximum | JP Morgan Chase Bank NA [Member]

Line of credit facility, remaining borrowing capacity

1,000,000

$ 1,000,000

9.875% Senior secured Notes Due On 2024 [Member]

$ 905,000,000

Increase Decrease In Debt Indebtedness

9.875%

$ 20,000,000

99.512%

Maturity date

May 01, 2024

$ 22,000,000.0

900,000

2,700,000

$ 1,500,000

9.875% Senior secured Notes Due On 2024 [Member] | Subsequent Event [Member]

$ 17,000,000.0

19,700,000

$ 50,000,000

9.875%

103.50%

9.875% Senior secured Notes Due On 2024 [Member] | Condition Two [Member]

$ 51,800,000

Debt instrument redemption price, percentage

100.00%

Debt instrument redemption price percentage of principal amount redeemed

101.00%

9.875% Senior secured Notes Due On 2024 [Member] | May Two Thousand And Nineteen Additional Notes [Member]

$ 20,000,000

9.875%

100.50%

Accrued interest received

$ 920,700,000

$ 100,000

2024 Senior Secured Notes [Member]

Convertible Notes, unamortized discount

$ 925,000,000.0

925,000,000.0

3,300,000

3,900,000

Two Thousand Twenty Convertible Notes [Member]

921,700,000

921,100,000

Two Thousand Twenty Convertible Notes [Member] | Loss On Extinguishment Of Debt [Member]

$ 2,500,000

500,000

Repayments Of Convertible Debt Adjustments

159,000,000.0

8,500,000

Debt Issuance Costs, Net

600,000

12.500% Senior Secured Notes Due 2022 [Member]

$ 525,000,000

12.50%

$ 15,900,000

$ 690,000,000

$ 200,000

$ 1,000,000.0

Payment Of Premium On Debt Redemption

9,100,000

51,400,000

Unamortized debt premium and consent fees

11,700,000

12.500% Senior Secured Notes Due 2022 [Member] | Supplemental Indenture [Member]

12.500% Senior Secured Notes Due 2022 [Member] | Condition One [Member]

Consent fees paid

$ 1,400,000

Debt instrument redemption price, percentage

109.875%

Debt instrument redemption price percentage of principal amount redeemed

40.00%

Outstanding redemption percentage

50.00%

12.500% Senior Secured Notes Due 2022 [Member] | January Two Thousand And Seventeen Additional Notes [Member] | Additional Notes [Member]

$ 65,000,000

12.50%

108.00%

12.500% Senior Secured Notes Due 2022 [Member] | September Two Thousand And Seventeen Additional Notes [Member] | Additional Notes [Member]

$ 70,200,000

$ 100,000,000

6.00% Convertible Senior Notes [Member]

12.50%

$ 237,800,000

Convertible Notes, unamortized discount

6.00%

26,200,000

$ 26,200,000

35,900,000

500,000

$ 400,000

1,300,000

$ 1,200,000

Debt instrument redemption price, percentage

3,200,000

4,500,000

100.00%

Debt Instrument, Interest Rate, Effective Percentage

13.60%

Option granted to initial purchasers

$ 32,300,000

Principal amount of Convertible Notes, subsequently exercised

22,800,000

Proceeds received from the issuance of the convertible notes

237,800,000

188,700,000

211,600,000

201,900,000

Outstanding principal balance paid

$ 49,100,000

237,800,000

Conversion rate

166.6667

Principal amount

$ 1,000

Conversion price | $ / shares

$ 6.00

Multiples of principal amount

$ 1,000

Debt instrument convertible threshold trading days | Tradingday

Debt instrument convertible threshold consecutive trading days | Tradingday

Debt instrument convertible threshold percentage of stock price trigger

130.00%

6.00% Convertible Senior Notes [Member] | Institutional Buyers [Member]

6.00% Convertible Senior Notes [Member] | Issuance Costs [Member]

$ 215,000,000.0

8,100,000

Issuance cost recorded to deferred financing costs

1,700,000

$ 6,400,000

3.75% Convertible Senior Notes [Member]

3.75%

$ 199,900,000

Debt Instrument, Interest Rate, Effective Percentage

$ 0

$ 3,000,000

11.50%

Option granted to initial purchasers

$ 60,000,000.0

Proceeds received from the issuance of the convertible notes

361,900,000

261,900,000

$ 2,498,000

Conversion price | $ / shares

$ 100,000,000.0

Conversion rate

41.9274

Principal amount

$ 1,000

$ 23.85

Interest rate payable term

semi-annually

Increase in convertible notes

$ 17,900,000

Debt Instrument Redemption Price

$ 1,000

Debt Instrument Principal Redemption

$ 1,000

Forward stock repurchase transactions amount

$ 140,000,000

Forward stock repurchase transaction shares, excluded from dilution effect | shares

5.1

2.1

Shares Purchased and Retired Under Forward Transactions | shares

98.9

3.75% Convertible Senior Notes [Member] | Institutional Buyers [Member]

Principal amount of Convertible Notes, subsequently exercised

340,000,000.0

$ 21,900,000

3.75% Convertible Senior Notes [Member] | Issuance Costs [Member]

$ 10,400,000

Issuance cost recorded to deferred financing costs

$ 2,900,000

2,900,000

$ 7,500,000

[1]	See Note 11, “Long-Term Debt and Other Liabilities,” for additional information.

Long-Term Debt and Other Liabilities - Summary of Redemption Prices Plus Accrued and Unpaid Interest (Detail) - 2024 Senior Secured Notes [Member]	9 Months Ended
	Sep. 30, 2020
2021 [Member]
Debt Instrument, Redemption [Line Items]
Debt instrument redemption price, percentage	104.938%
2022 [Member]
Debt Instrument, Redemption [Line Items]
Debt instrument redemption price, percentage	102.469%
2023 and thereafter [Member]
Debt Instrument, Redemption [Line Items]
Debt instrument redemption price, percentage	100.00%

Interest Costs - Summary of Interest Costs (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Schedule Of Interest [Line Items]
Interest costs charged to expense	$ 26,164	$ 26,250	$ 78,928	$ 83,977
Amortization of deferred financing costs	1,484	1,328	4,355	3,901
Accretion of debt discount	3,551	3,116	10,312	12,508
Amortization of debt premium				(1,018)
Interest expense	31,199	30,694	93,595	99,368
Total interest costs	31,580	30,882	94,160	99,807
Property and Equipment [Member]
Schedule Of Interest [Line Items]
Interest costs capitalized				11
Software [Member]
Schedule Of Interest [Line Items]
Interest costs capitalized	$ 381	$ 188	$ 565	$ 428

Leases - Additional Information (Detail)	9 Months Ended
Leases - Additional Information (Detail)	Sep. 30, 2020
Leases [Abstract]
Lessee operating lease option to extend	20 years

Leases - Summary of our lease expense (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Leases [Abstract]
Operating lease cost	$ 2,864	$ 2,837	$ 8,657	$ 8,800
Financing lease cost:
Amortization of leased assets	38	171	219	548
Interest on lease liabilities	31	8	80	35
Total lease cost	$ 2,933	$ 3,016	$ 8,956	$ 9,383

Leases - Other information regarding our leases (Detail) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows used in operating leases	$ 9,331	$ 9,847
Operating cash flows used in financing leases	80	35
Financing cash flows used in financing leases	513	532
Operating leases obtained	2,660	$ 2,795
Financing leases obtained	$ 428
Weighted average remaining lease term
Operating leases	7 years	8 years
Financing leases	2 years	1 year
Weighted average discount rate
Operating leases	10.40%	10.30%
Financing leases	11.10%	8.10%

Leases - Annual Future Minimum Obligations for Operating Leases Other than Arrangements with Commercial Airline Partners (Detail) - USD ($) $ in Thousands	Sep. 30, 2020	Jun. 30, 2020	Dec. 31, 2019
Operating Leases
2020 (period from October 1 to December 31)	$ 2,280
2021	12,566	$ 138,600
2022	11,278	118,500
2023	7,276	92,300
2024	5,521	59,400
Thereafter	28,956	$ 259,400
Total future minimum lease payments	67,877
Less: Amount representing interest	(22,457)
Present value of net minimum lease payments	45,420
Accrued liabilities	$ 7,197		$ 7,580
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	us-gaap:AccruedLiabilitiesMember
Non-current operating lease liabilities	$ 38,223		$ 42,016
Total lease liabilities	45,420
Financing Leases
2020 (period from October 1 to December 31)	126
2021	503
2022	442
2023	80
Total future minimum lease payments	1,151
Less: Amount representing interest	(177)
Present value of net minimum lease payments	974
Accrued liabilities	$ 339
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List]	us-gaap:AccruedLiabilitiesMember
Other non-current liabilities	$ 635
Total lease liabilities	$ 974

Commitments and Contingencies - Additional Information (Detail)	9 Months Ended
	Sep. 30, 2020
Linksmart Litigation [Member]
Loss Contingencies [Line Items]
Litigation filing date	April 20, 2018
Securities Litigation [Member]
Loss Contingencies [Line Items]
Litigation filing date	June 27, 2018
Derivative Litigation [Member]
Loss Contingencies [Line Items]
Litigation filing date	September 25, 2018 and September 26, 2018

Fair Value of Financial Assets and Liabilities - Summary of Fair Value and Carrying Value of Long-Term Debt (Detail) - USD ($)
$ in Thousands

Sep. 30, 2020

Dec. 31, 2019

Mar. 03, 2015

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

2024 Senior Secured Notes [Member]

$ 1,147,315

$ 1,125,503

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Fair Value of Long Term Debt

^[1]

989,000

982,000