0001564590-21-024921 | 10-Q | XBRL Viewer

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Document And Entity Information - shares	3 Months Ended
Document And Entity Information - shares	Mar. 31, 2021	Apr. 30, 2021
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Entity Interactive Data Current	Yes
Entity Central Index Key	0001537054
Document Fiscal Period Focus	Q1
Document Period End Date	Mar. 31, 2021
Document Fiscal Year Focus	2021
Entity Registrant Name	Gogo Inc.
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Common Stock, Shares Outstanding		109,609,821
Entity Address, Country	IL
Document Transition Report	false
Document Quarterly Report	true
Entity File Number	001-35975
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	27-1650905
Entity Address, Address Line One	111 North Canal St.
Entity Address, Address Line Two	Suite 1400
Entity Address, City or Town	Chicago
Entity Address, Postal Zip Code	60606
City Area Code	303
Local Phone Number	301-3271
Entity Emerging Growth Company	false
Entity Shell Company	false
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	GOGO
Security Exchange Name	NASDAQ
Preferred Stock
Document Information [Line Items]
Title of 12(b) Security	Preferred Stock Purchase Rights
Trading Symbol	GOGO
Security Exchange Name	NASDAQ

Unaudited Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 455,152,000	$ 435,345,000
Accounts receivable, net of allowances of $813 and $1,044, respectively	36,232,000	39,833,000
Inventories	28,560,000	28,114,000
Prepaid expenses and other current assets	9,625,000	8,934,000
Total current assets	529,569,000	512,226,000
Non-current assets:
Property and equipment, net	61,519,000	63,493,000
Intangible assets, net	51,128,000	52,693,000
Operating lease right-of-use assets	32,473,000	33,690,000
Other non-current assets, net of allowances of $375 and $375, respectively	13,043,000	11,486,000
Total non-current assets	158,163,000	161,362,000
Total assets	687,732,000	673,588,000
Current liabilities:
Accounts payable	11,322,000	11,013,000
Accrued liabilities	94,134,000	83,009,000
Deferred revenue	3,759,000	3,113,000
Current portion of long-term debt		341,000,000
Total current liabilities	109,215,000	438,135,000
Non-current liabilities:
Long-term debt	1,163,822,000	827,968,000
Non-current operating lease liabilities	36,354,000	38,018,000
Other non-current liabilities	9,844,000	10,581,000
Total non-current liabilities	1,210,020,000	876,567,000
Total liabilities	1,319,235,000	1,314,702,000
Commitments and contingencies (Note 13)
Stockholders’ deficit
Common stock, par value $0.0001 per share; 500,000,000 shares authorized at March 31, 2021 and December 31, 2020; 97,158,550 and 91,086,191 shares issued at March 31, 2021 and December 31, 2020, respectively; and 92,071,085 and 85,990,499 shares outstanding at March 31, 2021 and December 31, 2020, respectively	9,000	9,000
Additional paid-in capital	1,080,305,000	1,088,590,000
Accumulated other comprehensive loss	(912,000)	(1,013,000)
Treasury stock, at cost	(98,857,000)	(98,857,000)
Accumulated deficit	(1,612,048,000)	(1,629,843,000)
Total stockholders’ deficit	(631,503,000)	(641,114,000)
Total liabilities and stockholders’ deficit	$ 687,732,000	$ 673,588,000

Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Statement Of Financial Position [Abstract]
Allowances on accounts receivable	$ 813	$ 1,044
Other non-current assets, net of allowances	$ 375	$ 375
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	97,158,550	91,086,191
Common stock, shares outstanding	92,071,085	85,990,499

Unaudited Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Revenue:
Total revenue	$ 73,869	$ 70,927
Operating expenses:
Cost of service revenue (exclusive of items shown below)	14,095	11,007
Cost of equipment revenue (exclusive of items shown below)	8,282	8,511
Engineering, design and development	5,493	7,357
Sales and marketing	3,729	4,450
General and administrative	10,373	14,706
Depreciation and amortization	4,117	3,579
Total operating expenses	46,089	49,610
Operating income	27,780	21,317
Other (income) expense:
Interest income	(57)	(578)
Interest expense	29,294	31,143
Loss on settlement of convertible notes	4,397
Other income	(5)	(1)
Total other expense	33,629	30,564
Loss from continuing operations before income taxes	(5,849)	(9,247)
Income tax provision	35	141
Net loss from continuing operations	(5,884)	(9,388)
Net loss from discontinued operations, net of tax	(1,801)	(75,390)
Net loss	$ (7,685)	$ (84,778)
Net loss attributable to common stock per share – basic and diluted:
Net loss from continuing operations	$ (0.07)	$ (0.12)
Net loss from discontinued operations	(0.02)	(0.93)
Net loss	$ (0.09)	$ (1.05)
Weighted average number of shares—basic and diluted	84,649	81,205
Service [Member]
Revenue:
Total revenue	$ 59,355	$ 57,726
Product [Member]
Revenue:
Total revenue	$ 14,514	$ 13,201

Unaudited Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Statement Of Income And Comprehensive Income [Abstract]
Net loss	$ (7,685)	$ (84,778)
Currency translation adjustments, net of tax	101	(2,871)
Comprehensive loss	$ (7,584)	$ (87,649)

- Definition

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

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+ Details

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Operating activities from continuing operations:
Net loss	$ (5,884)	$ (9,388)
Adjustments to reconcile net loss to cash provided by operating activities:
Depreciation and amortization	4,117	3,579
(Gain) Loss on asset disposals, abandonments and write-downs	(100)	74
Provision for expected credit losses	15	687
Deferred income taxes	95	45
Stock-based compensation expense	1,849	2,322
Amortization of deferred financing costs	1,703	1,419
Accretion and amortization of debt discount and premium	84	3,326
Loss on settlement of convertible notes	4,397
Changes in operating assets and liabilities:
Accounts receivable	3,586	4,220
Inventories	(446)	(2,196)
Prepaid expenses and other current assets	(375)	(3,872)
Contract assets	(1,886)	(2,558)
Accounts payable	292	6,108
Accrued liabilities	(10,424)	(6,882)
Deferred revenue	646	308
Accrued interest	27,559	26,413
Other non-current assets and liabilities	(654)	285
Net cash provided by operating activities from continuing operations	24,574	23,890
Investing activities from continuing operations:
Purchases of property and equipment	(360)	(150)
Acquisition of intangible assets—capitalized software	(342)	(726)
Net cash provided by (used in) investing activities from continuing operations	(702)	(876)
Financing activities from continuing operations:
Proceeds from credit facility draw		22,000
Repurchase of convertible notes		(2,498)
Payment of debt issuance costs	(550)
Payments on financing leases	(124)
Stock-based compensation activity	(2,646)	(397)
Net cash provided by (used in) financing activities from continuing operations	(3,320)	19,105
Cash provided by (used in) operating activities	(748)	14,137
Cash used in investing activities	0	(14,345)
Cash used in financing activities	0	(247)
Net cash used in discontinued operations	(748)	(455)
Effect of exchange rate changes on cash	3	51
Increase in cash, cash equivalents and restricted cash	19,807	41,715
Cash, cash equivalents and restricted cash at beginning of period	435,870	177,675
Cash, cash equivalents and restricted cash at end of period	455,677	219,390
Less: current restricted cash	525	560
Less: non-current restricted cash		4,601
Cash and cash equivalents at end of period	455,152	214,229
Supplemental Cash Flow Information:
Cash paid for interest	31	66
Cash paid for taxes	$ 1	$ 1

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]	Additional Paid-in Capital [Member] Revision of Prior Period Accounting Standards Update Adjustment [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, 2019	$ (398,890)		$ 9	$ 979,499		$ (2,256)	$ (1,376,142)
Beginning Balance, Shares at Dec. 31, 2019			88,240,877
Net loss	(84,778)						(84,778)
Currency translation adjustments, net of tax	(2,871)					(2,871)
Stock-based compensation expense	3,995			3,995
Issuance of common stock upon vesting of restricted stock units and restricted stock awards, Shares			522,490
Tax withholding related to vesting of restricted stock units	(682)			(682)
Issuance of common stock in connection with employee stock purchase plan	285			285
Issuance of common stock in connection with employee stock purchase plan, Shares			87,681
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 Mar. 31, 2020	(486,606)	$ (3,665)	$ 8	1,081,955		(5,127)	(1,464,585)	$ (3,665)	$ (98,857)
Ending Balance, Shares at Mar. 31, 2020			83,773,648						5,077,400
Beginning Balance at Dec. 31, 2020	(641,114)		$ 9	1,088,590		(1,013)	(1,629,843)		$ (98,857)
Beginning Balance, Shares at Dec. 31, 2020			85,990,499						5,077,400
Net loss	(7,685)						(7,685)
Currency translation adjustments, net of tax	101					101
Stock-based compensation expense	7,927			7,927
Issuance of common stock upon exercise of stock options	$ 458			458
Issuance of common stock upon exercise of stock options, shares	177,646		177,646
Issuance of common stock upon vesting of restricted stock units and restricted stock awards, Shares			602,826
Tax withholding related to vesting of restricted stock units	$ (3,220)			(3,220)
Issuance of common stock in connection with employee stock purchase plan	116			116
Issuance of common stock in connection with employee stock purchase plan, Shares			11,637
Settlement of convertible notes	33,857			33,857
Settlement of convertible notes shares			5,288,477
Ending Balance at Mar. 31, 2021	$ (631,503)	$ (21,943)	$ 9	$ 1,080,305	$ (47,423)	$ (912)	$ (1,612,048)	$ 25,480	$ (98,857)
Ending Balance, Shares at Mar. 31, 2021			92,071,085						5,077,400

Basis of Presentation

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

1.	Basis of Presentation

The Business - Gogo (“we”, “us,” “our”) is the world’s largest provider of broadband connectivity services for the business aviation market. Our mission is to provide ground-like connectivity to every passenger on every flight around the globe, enabling superior passenger experiences and efficient flight operations. To accomplish our mission, we design, build and operate dedicated air-to-ground (“ATG”) networks, engineer, install and maintain in-flight systems of proprietary hardware and software, and deliver customizable connectivity and wireless entertainment services and global support capabilities to our aviation partners. Our services include satellite-based voice and data services through our strategic alliances with satellite providers.

On December 1, 2020, we completed the previously announced sale of our commercial aviation (“CA”) business to a subsidiary of Intelsat Jackson Holdings S.A. (“Intelsat”) for a purchase price of $400 million in cash, subject to certain adjustments (the “Transaction”).

At the closing of the Transaction, the parties entered into certain ancillary agreements, including a transition services agreement, an intellectual property license agreement and commercial agreements. These agreements include an ATG network sharing agreement, pursuant to which we provide certain inflight connectivity services on our current ATG network and, when available, our Gogo 5G network, subject to certain revenue sharing obligations. Under the ATG network sharing agreement, Intelsat 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.

As a result of the Transaction, the CA business is reported in discontinued operations and all periods presented in this Form 10-Q have been conformed to present 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 Consolidated Financial Statements refers to our continuing operations. Refer to Note 2, “Discontinued Operations” for further information.

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, 2020 as filed with the Securities and Exchange Commission (“SEC”) on March 11, 2021 (the “2020 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 month period ended March 31, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2021.

We have one class of common stock outstanding as of March 31, 2021 and December 31, 2020.

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 various other assumptions believed to be reasonable under the circumstances. However, actual results could differ materially from those estimates.

Discontinued Operations

3 Months Ended

Mar. 31, 2021

Discontinued Operations And Disposal Groups [Abstract]

Discontinued Operations

2.	Discontinued Operations

As discussed in Note 1, “Basis of Presentation,” on December 1, 2020, we completed the sale of our CA business to Intelsat. As a result of the Transaction, the CA business is reported for all periods as discontinued operations.

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
	Ended March 31,
	2021			2020
Revenue:
Service revenue	$	-		$	93,056
Equipment revenue		-			20,492
Total revenue		-			113,548

Operating expenses:
Cost of service revenue (exclusive of items shown below)		-			59,748
Cost of equipment revenue (exclusive of items shown below)		-			17,529
Engineering, design and development		-			15,506
Sales and marketing		-			5,202
General and administrative		1,801			12,460
Impairment of long-lived assets		-			46,389
Depreciation and amortization		-			29,091
Total operating expenses		1,801			185,925
Operating income (loss)		(1,801	)		(72,377	)

Total other (income) expense		-			2,997

Loss before income taxes		(1,801	)		(75,374	)
Income tax provision		-			16
Net loss from discontinued operations, net of tax	$	(1,801	)	$	(75,390	)

Gain on sale – Upon the closing of the Transaction on December 1, 2020, we received initial gross proceeds of $386.3 million, which reflects the $400.0 million purchase price, adjusted for cash, debt, transaction expenses and working capital. The final purchase price remains subject to change due to customary post-closing purchase price adjustment procedures set forth in the purchase and sale agreement between Gogo and Intelsat that are not yet complete. In February 2021, Intelsat delivered a draft closing statement that would reduce the working capital portion of the purchase price computation by $9.4 million, which would result in Gogo returning to Intelsat $9.4 million of the initial gross proceeds. Gogo is reviewing Intelsat’s draft closing statement in accordance with the terms of the purchase and sale agreement. As this post-closing purchase price adjustment is not yet finalized and therefore represents a contingent gain, $9.4 million has been recorded as a deferred gain on sale included within Accrued liabilities. As a result, during December 2020, we recognized within Gain on sale of CA business a pretax gain on sale of $38.0 million, computed as the $386.3 million of initial gross proceeds less (i) the potential $9.4 million post-closing purchase price adjustment not yet finalized, (ii) the carrying value of the assets and liabilities transferred in the Transaction and (iii) Transaction-related costs.

Stock-based compensation – In August 2020, the compensation committee of our Board of Directors (the “Compensation Committee”) approved modifications to the vesting conditions and exercise periods of outstanding equity compensation awards held by certain of our then-current employees who became employees of Intelsat in the Transaction. These modifications became effective upon the consummation of the Transaction. Pursuant to such modifications, the options and restricted stock units (“RSUs”) held by Intelsat employees generally vest on the earlier of (i) the original vesting date and (ii) November 30, 2021; provided that the employee does not voluntarily resign from and is not terminated for cause by Intelsat prior to such date. 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. Other than mark-to-market accounting adjustments, all costs related to stock-based compensation for our prior employees who became employees of Intelsat in the Transaction were recognized as of December 31, 2020.

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
		Ended March 31,
		2021		2020
Cost of service revenue	$	-	$	444
Engineering, design and development		-		597
Sales and marketing		-		423
General and administrative		1,053		209
Total stock-based compensation expense	$	1,053	$	1,673

For additional information on our stock-based compensation plans, see Note 16, “Employee Retirement and Postretirement Benefits.”

Other Costs Classified to Discontinued Operations – During the three months ended March 31, 2021, we incurred $0.7 million of additional costs (exclusive of the stock-based compensation expense noted above) primarily due to employer-paid taxes arising from the exercise of stock options by former employees now employed by Intelsat.

Recent Accounting Pronouncements

3 Months Ended

Mar. 31, 2021

Accounting Changes And Error Corrections [Abstract]

Recent Accounting Pronouncements

3.	Recent Accounting Pronouncements

Accounting standards adopted:

On January 1, 2021, we adopted ASU 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”). ASU 2020-06 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, convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. Additionally, ASU 2020-06 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 standard is effective beginning on January 1, 2022, with early adoption permitted. Adoption of the standard requires using either a modified retrospective or a full retrospective approach. We elected to early adopt ASU 2020-06 using the modified retrospective approach.

The cumulative impact of using the modified retrospective approach for the adoption of ASU 2020-06 on our unaudited condensed consolidated balance sheet as of January 1, 2021 is summarized below:


	Balance at December 31,			Impact of ASU 2020-			Balances with Adoption of
	2020			06			ASU 2020-06
Liabilities
Long-term debt	$	827,968		$	21,943		$	849,911
Equity
Additional paid-in capital	$	1,088,590		$	(47,423	)	$	1,041,167
Accumulated deficit	$	(1,629,843	)	$	25,480		$	(1,604,363	)

On January 1, 2021, we adopted Accounting Standards Update No. 2019-12 – Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes (“ASU 2019-12”). The amendments in ASU 2019-12 eliminate certain exceptions to the incremental approach for intraperiod tax allocation and interim period income tax accounting for year-to-date losses that exceed projected losses. ASU 2019-12 also clarifies and simplifies other aspects of the accounting for income taxes. Adoption of this standard did not have a material impact on our unaudited condensed consolidated financial statements.

- Definition

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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+ Details

Revenue Recognition

3 Months Ended

Mar. 31, 2021

Revenue From Contract With Customer [Abstract]

Revenue Recognition

4.	Revenue Recognition

Remaining performance obligations

As of March 31, 2021, the aggregate amount of the transaction price in our contracts allocated to the remaining unsatisfied performance obligations was approximately $86 million. Approximately $84 million 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. The remaining $2 million represents future equipment revenue that is expected to be recognized within the next year. 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
	Ended March 31,
	2021		2020
Service revenue:
Connectivity	$	58,403	$	56,975
Entertainment and other		952		751
Total service revenue	$	59,355	$	57,726

Equipment revenue:
ATG	$	10,597	$	9,624
Satellite		3,703		3,374
Other	214			203
Total equipment revenue	$	14,514	$	13,201

Customer type:
Aircraft owner/operator/service provider	$	59,355	$	57,726
OEM and aftermarket dealer		14,514		13,201
Total revenue	$	73,869	$	70,927

Contract balances

Our current and non-current deferred revenue balances totaled $3.8 million and $3.1 million as of March 31, 2021 and December 31, 2020, respectively. Deferred revenue includes, among other things, fees paid for equipment and subscription connectivity products.

Our current and non-current contract asset balances totaled $14.1 million and $12.2 million as of March 31, 2021 and December 31, 2020, respectively. Contract assets represent the aggregate amount of revenue recognized in excess of billings primarily for certain sales programs.

Major Customers

No customer accounted for more than 10% of revenue during the three month periods ended March 31, 2021 and 2020 and no customer accounted for more than 10% of accounts receivable as of March 31, 2021 or December 31, 2020.

- Definition

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.

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+ Details

Net Loss Per Share

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

Net Loss Per Share

5.	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 10, “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 March 31, 2021 and 2020 excludes approximately 2.1 million shares associated with the Forward Transactions.

As a result of the net loss for the three-month periods ended March 31, 2021 and 2020, 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 month periods ended March 31, 2021 and 2020; however, for the reasons described above, the shares of common stock associated with the Forward Transactions are excluded from the computation of basic earnings per (in thousands, except per share amounts):

	For the Three Months
	Ended March 31,
	2021			2020
Net loss from continuing operations	$	(5,884	)	$	(9,388	)
Net loss from discontinued operations		(1,801	)		(75,390	)
Net loss		(7,685	)		(84,778	)
Less: Participation rights of the Forward Transactions		-			-
Undistributed losses	$	(7,685	)	$	(84,778	)

Weighted-average common shares outstanding-basic and diluted		84,649			81,205

Net loss attributable to common stock per share from continuing operations-basic and diluted	$	(0.07	)	$	(0.12	)

Net loss attributable to common stock per share from discontinued operations-basic and diluted		(0.02	)		(0.93	)

Net loss attributable to common stock per share-basic and diluted	$	(0.09	)	$	(1.05	)

Inventories

3 Months Ended

Mar. 31, 2021

Inventory Disclosure [Abstract]

Inventories

6.	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 March 31, 2021 and December 31, 2020 were as follows (in thousands):

		March 31,		December 31,
		2021		2020
Work-in-process component parts	$	14,654	$	15,405
Finished goods		13,906		12,709
Total inventory	$	28,560	$	28,114

Composition of Certain Balance Sheet Accounts

3 Months Ended

Mar. 31, 2021

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Composition of Certain Balance Sheet Accounts

7.	Composition of Certain Balance Sheet Accounts

Prepaid expenses and other current assets as of March 31, 2021 and December 31, 2020 were as follows (in thousands):

	March 31,		December 31,
	2021		2020
Contract assets	$	2,729	$	2,417
Restricted cash		525		525
Other		6,371		5,992
Total prepaid expenses and other current assets	$	9,625	$	8,934

Property and equipment as of March 31, 2021 and December 31, 2020 were as follows (in thousands):

	March 31,			December 31,
	2021			2020
Office equipment, furniture, fixtures and other	$	11,309		$	10,986
Leasehold improvements		12,012			12,012
Network equipment		139,159			139,884
		162,480			162,882
Accumulated depreciation		(100,961	)		(99,389	)
Total property and equipment, net	$	61,519		$	63,493

Other non-current assets as of March 31, 2021 and December 31, 2020 were as follows (in thousands):

	March 31,		December 31,
	2021		2020
Contract assets, net of allowances of $375 and $375, respectively	$	11,349	$	9,775
Other		1,694		1,711
Total other non-current assets	$	13,043	$	11,486

Accrued liabilities as of March 31, 2021 and December 31, 2020 were as follows (in thousands):

	March 31,		December 31,
	2021		2020
Accrued interest	$	44,807	$	17,836
Employee compensation and benefits ⁽¹⁾		19,796		35,516
Operating leases		8,198		8,089
Deferred gain on sale of CA business ⁽²⁾		9,400		9,400
Warranty reserve		2,400		2,400
Taxes		1,800		2,022
Other		7,733		7,746
Total accrued liabilities	$	94,134	$	83,009

(1)	Includes $14.1 million and $19.2 million as of March 31, 2021 and December 31, 2020, respectively, expected to be paid in shares of Gogo common stock upon the vesting of certain equity awards issued to former employees now employed by Intelsat and classified within discontinued operations.

(2)	Relates to sale of CA business. See Note 2, “Discontinued Operations,” for additional information.

Other non-current liabilities as of March 31, 2021 and December 31, 2020 were as follows (in thousands):

	March 31,		December 31,
	2021		2020
Asset retirement obligations	$	4,520	$	4,401
Deferred tax liabilities		2,203		2,108
Other		3,121		4,072
Total other non-current liabilities	$	9,844	$	10,581

Intangible Assets

3 Months Ended

Mar. 31, 2021

Goodwill And Intangible Assets Disclosure [Abstract]

Intangible Assets

8.	Intangible Assets

Our intangible assets are comprised of both indefinite-lived and finite-lived intangible assets. Intangible assets with indefinite lives 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 during the fourth quarter of each fiscal year, and the results from the test performed in the fourth quarter of 2020 indicated no impairment. We also reevaluate the useful life of indefinite-lived intangible assets each reporting period to determine whether events and circumstances continue to support an indefinite useful life. The results of our annual indefinite-lived intangible assets impairment assessments in the fourth quarter of 2020 indicated no impairment.

As of both March 31, 2021 and December 31, 2020, our goodwill balance was $0.6 million.

Our intangible assets, other than goodwill, as of March 31, 2021 and December 31, 2020 were as follows (in thousands, except for weighted average remaining useful life):

	Weighted
	Average	As of March 31, 2021							As of December 31, 2020
	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	2.3	$	50,357	$	(33,632)		$	16,725	$	50,029	$	(31,739)		$	18,290
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			66,662		(48,437)			18,225		66,334		(46,544)			19,790

Unamortized intangible assets:

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

Total intangible assets		$	98,945	$	(48,437)		$	50,508	$	98,617	$	(46,544	)	$	52,073

Amortization expense was $1.9 million and $1.5 million, respectively, for the three month periods ended March 31, 2021 and 2020.

Amortization expense for the remainder of 2021, each of the next four years and thereafter is estimated to be as follows (in thousands):

	Amortization
Years ending December 31,	Expense
2021 (period from April 1 to December 31)	$	5,569
2022	$	4,911
2023	$	2,435
2024	$	894
2025	$	894
Thereafter	$	3,522

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

Warranties

3 Months Ended

Mar. 31, 2021

Guarantees And Product Warranties [Abstract]

Warranties

9.	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 $2.4 million as of both March 31, 2021 and December 31, 2020.

Long-Term Debt and Other Liabilities

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Long-Term Debt and Other Liabilities

10.	Long-Term Debt and Other Liabilities

Long-term debt as of March 31, 2021 and December 31, 2020 was as follows (in thousands):

		March			December
		31, 2021			31, 2020
2024 Senior Secured Notes	$	973,623		$	973,539
2022 Convertible Notes		208,514			215,122
Total debt		1,182,137			1,188,661
Less deferred financing costs		(18,315	)		(19,693	)
Less current portion of long-term debt		-			(341,000	)
Total long-term debt	$	1,163,822		$	827,968

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 (the “Third Supplemental Indenture”) to add the Additional Guarantors as guarantors under the 2024 Indenture. On November 9, 2020, the Company, the Issuers, the 2024 Guarantors and the Trustee entered into a fourth supplemental indenture (together with the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture, the “2024 Indenture”) to increase the amount of indebtedness under the Credit Facilities (as defined in the Base Indenture) that may be incurred by the Issuers or the Subsidiary Guarantors (as defined in the Base Indenture) by $50 million in aggregate principal amount. On May 7, 2019, the Issuers issued an additional $20 million aggregate principal amount of 9.875% senior secured notes due 2024 (the “2019 Additional Notes”). On November 13, 2020, the Issuers issued an additional $50 million aggregate principal amount of 2024 Senior Secured Notes (the “2020 Additional Notes” and, together with the Initial Notes and the 2019 Additional Notes, the “2024 Senior Secured Notes”). The 2024 Senior Secured Notes were offered and sold in transactions exempt from registration under the Securities Act. The Initial Notes were issued at a price equal to 99.512% of their face value, the 2019 Additional Notes were issued at a price equal to 100.5% of their face value, resulting in aggregate gross proceeds of $920.7 million and the 2020 Additional Notes were issued at a price equal to 103.5% of their face value, resulting in aggregate gross proceeds of $51.8 million. Additionally, we received approximately $0.1 million for interest that accrued from April 25, 2019 through May 7, 2019 with respect to the 2019 Additional Notes that was included in our interest payment on November 1, 2019. On April 1, 2021, the Issuers elected to call for redemption in full all $975,000,000 aggregate principal amount outstanding of the 2024 Senior Secured Notes in accordance with the terms of the 2024 Indenture. The Trustee delivered a notice of conditional full redemption to all registered holders of the 2024 Senior Secured Notes. The redemption was conditioned, among other things, upon the incurrence of indebtedness, pursuant to a new senior secured term loan and/or credit facility or from one or more other sources, in an amount satisfactory to the Issuers. The 2024 Senior Secured Notes were redeemed on May 1, 2021 (the “Redemption Date”), at a redemption price equal to 104.938% of the principal amount of the 2024 Senior Secured Notes redeemed plus accrued and unpaid interest to (but not including) the Redemption Date. The 2024 Senior Secured Notes were 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 were 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 were released from their guarantees under the 2024 Indenture, and certain of the ABL Priority Collateral and Cash Flow Priority Collateral were released.

As of March 31, 2021 and December 31, 2020, the outstanding principal amount of the 2024 Senior Secured Notes was $975 million for both periods, the unaccreted debt discount was $1.4 million and $1.5 million, respectively, and the net carrying amount was $973.6 million and $973.5 million, respectively.

We used a portion of the net proceeds from the issuance of the Initial Notes and the 2019 Additional 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 Gogo Inc.’s 3.75% Convertible Senior Notes due 2020 (the “2020 Convertible Notes”).

The maturity date of the 2024 Senior Secured Notes was May 1, 2024. The 2024 Senior Secured Notes bore interest at a rate of 9.875% per year, payable semiannually in arrears on May 1 and November 1 of each year, beginning on November 1, 2019.

We paid approximately $22.6 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 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 $1.0 million and $0.9 million, respectively, for the three month periods ended March 31, 2021 and 2020. Amortization expense is included in interest expense in the unaudited condensed consolidated statements of operations. As of March 31, 2021 and December 31, 2020, the balance of unamortized deferred financing costs related to the 2024 Senior Secured Notes was $15.5 million and $16.6 million, respectively, and is included as a reduction to long-term debt in our unaudited condensed consolidated balance sheets. See Note 11, “Interest Costs,” for additional information.

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

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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;

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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;

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

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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;

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

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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 was a senior secured obligation of such 2024 Guarantor and was:

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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;

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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;

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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; and

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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.

The security interests in certain collateral were able to be released without the consent of holders of the 2024 Senior Secured Notes if such collateral was disposed of in a transaction that complied with the 2024 Indenture and related security agreements, and if any grantor of such security interests was 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 had the right to transfer certain intellectual property assets that on the Issue Date constituted 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 permitted 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 were able to 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 were 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 were able to 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 remained outstanding immediately after each such redemption.

The 2024 Indenture contained covenants that, among other things, limited 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.

The 2024 Indenture also provided that if we completed certain sales or transfers of assets, we were required to apply the Net Cash Proceeds (as defined in the Base Indenture) generated therefrom within 365 days to either permanently repay indebtedness, in accordance with the terms of the 2024 Indenture, or invest in property or non-current assets of a nature or type used in our, or a similar or related, business. If we did not so apply the Net Cash Proceeds from the Transaction by December 1, 2021, GIH would have been

required to make an offer to repurchase for cash an aggregate principal amount of the 2024 Senior Secured Notes equal to any Net Cash Proceeds not so applied as of such date, at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to (but not including) the payment date. As a result, we classified $341 million of the 2024 Senior Secured Notes as short-term debt on the unaudited condensed and consolidated balance sheet as of December 31, 2020, representing the amount of the 2024 Senior Secured Notes potentially to be repurchased with the Net Cash Proceeds. As a result of entering into the Term Loan and Revolving Facility, discussed below, the $341 million has been classified as long-term debt on the unaudited condensed consolidated balance sheet as of March 31, 2021.

Most of these covenants, including the covenant related to the application of Net Cash Proceeds from certain sales or transfers of assets, would have ceased to apply if, and for as long as, the 2024 Senior Secured Notes had investment grade ratings from both Moody’s Investment Services, Inc. and Standard & Poor’s. If we or the Issuers underwent 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 was 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 provided for events of default, which, if any of them occurred, would have permitted or required 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 March 31, 2021, no event of default had occurred.

ABL Credit Facility

On August 26, 2019, Gogo Inc., GIH and Gogo Finance (together GIH and Gogo Finance are referred to as the “ABL Borrowers”) entered into a credit agreement (the “ABL Credit Agreement”) among the ABL 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 provided 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. On April 30, 2021, the ABL Borrowers terminated the ABL Credit Agreement and all commitments thereunder.

Borrowing availability under the ABL Credit Facility was 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 was reduced by issuance of letters of credit as well as any borrowings. As of March 31, 2021 and December 31, 2020, the facility was undrawn and as of March 31, 2021, $20.8 million remained available for borrowing under the terms of the agreement that would allow for the Borrowers to meet the “payment conditions” criteria as described in the ABL Credit Agreement.

The final maturity of the ABL Credit Facility was scheduled to occur on August 26, 2022, unless the aggregate outstanding principal amount of our 2022 Convertible Notes (as defined below) had 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 would have instead been December 16, 2021.

Loans outstanding under the ABL Credit Facility bore interest at a floating rate measured by reference to, at the ABL Borrowers’ option, either (i) an adjusted London inter-bank offered rate 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. 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 were 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 were 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”).

The ABL Credit Agreement contained customary representations and warranties and customary affirmative and negative covenants. The negative covenants included 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 were subject to customary exceptions and also permitted dividends and other distributions on equity, investments, permitted acquisitions and payments or redemptions of indebtedness upon satisfaction of the “payment conditions.” The payment conditions were 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 included a minimum fixed charge coverage ratio test of no less than 1.00 to 1.00, which was tested only when Specified Availability was 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 included the thirtieth (30th) consecutive day on which Specified Availability was in excess of such threshold so long as no default has occurred and is continuing and certain other conditions are met. As of March 31, 2021, Specified Availability had not fallen below the amount specified and therefore the minimum fixed charge coverage ratio test was not applicable.

The ABL Credit Agreement provided for events of default, which, if any of them occurred, would permit or require the principal, premium, if any, and interest on all of the then outstanding obligations under the 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 ABL Borrowers and the ABL Guarantors granted a security interest in substantially all tangible and intangible assets of each ABL Borrower and each ABL Guarantor, to secure all obligations of the ABL 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.

On November 30, 2020, the Issuers entered into a limited consent to the ABL Credit Agreement with the financial institutions listed on the signature pages thereof and JPMorgan Chase Bank, N.A., as administrative agent, pursuant to which the Lenders (as defined in the ABL Credit Agreement) provided consent to the consummation of the Transaction.

2021 Credit Agreement

On April 30, 2021, Gogo Inc. and GIH (“the Borrower”) entered into a credit agreement (the “2021 Credit Agreement”) among Gogo, the Borrower, the lenders and issuing banks party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent (the “Administrative Agent”), which provides for (i) a term loan credit facility (the “Term Loan Facility”) in an aggregate principal amount of $725 million, issued with a discount of 0.5%, and (ii) a revolving credit facility (the “Revolving Facility” and together with the Term Loan Facility, the “Facilities”) of up to $100 million, which includes a letter of credit sub-facility. The Term Loan Facility amortizes in nominal quarterly installments equal to one percent of the aggregate initial principal amount thereof per annum, with the remaining balance payable upon final maturity of the Term Loan Facility on April 30, 2028. There are no amortization payments under the Revolving Facility, and all borrowings under the Revolving Facility mature on April 30, 2026.

The Term Loan Facility bears annual interest at a floating rate measured by reference to, at the Borrower’s option, either (i) an adjusted London inter-bank offered rate (subject to a floor of 0.75%) plus an applicable margin of 3.75% or (ii) an alternate base rate plus an applicable margin of 2.75%.

Loans outstanding under the Revolving Facility bear annual interest at a floating rate measured by reference to, at the Borrower’s option, either (i) an adjusted London inter-bank offered rate (subject to a floor of 0.00%) plus an applicable margin ranging from 3.25% to 3.75% per annum depending on the Borrower’s senior secured first lien net leverage ratio or (ii) an alternate base rate plus an applicable margin ranging from 2.25% to 2.75% per annum depending on the Borrower’s senior secured first lien net leverage ratio. Additionally, unused commitments under the Revolving Facility are subject to a fee ranging from 0.25% to 0.50% per annum depending on the Borrower’s senior secured first lien net leverage ratio.

The Facilities may be prepaid at the Borrower’s option at any time without premium or penalty (other than customary breakage costs and except during the first six months following the closing of the Facilities during which certain prepayments of the Term Loan Facility are subject to a prepayment premium), subject to minimum principal payment amount requirements.

Subject to certain exceptions and de minimis thresholds, the Term Loan Facility is subject to mandatory prepayments in an amount equal to:

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100% of the net cash proceeds of certain asset sales, insurance recovery and condemnation events, subject to reduction to 50% and 0% if specified senior secured first lien net leverage ratio targets are met;

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100% of the net cash proceeds of certain debt offerings; and

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50% of annual excess cash flow (as defined in the 2021 Credit Agreement), subject to reduction to 25% and 0% if specified senior secured first lien net leverage ratio targets are met.

The 2021 Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants. The negative covenants include restrictions on, among other things: incurrence of indebtedness or issuance of disqualified equity interests; incurrence or existence of liens; consolidations or mergers; activities of Gogo Inc. and any subsidiary holding a license issued by the Federal Communications Commission; investments, loans, advances, guarantees or acquisitions; asset sales; dividends or other distributions on equity; purchase, redemption or retirement of capital stock; payment or redemption of certain junior indebtedness; entry into other agreements that restrict the ability to incur liens securing the Facilities; and amendment of organizational documents; in each case subject to customary exceptions.

The Revolving Facility includes a financial covenant set at a maximum senior secured first lien net leverage ratio of 7.50:1.00, which will apply if the outstanding amount of loans and unreimbursed letter of credit drawings thereunder at the end of any fiscal quarter exceeds 35% of the aggregate of all commitments thereunder.

The 2021 Credit Agreement contains customary events of default, which, if any of them occurred, would permit or require the principal, premium, if any, and interest on all of the then outstanding obligations under the Facilities to be due and payable immediately and the commitments under the Revolving Facility to be terminated.

The proceeds of the Term Facility were used, together with cash on hand, (i) to redeem in full and pay the outstanding principal amount of the 2024 Senior Secured Notes together with accrued and unpaid interest and redemption premiums and to pay fees associated with the termination of the ABL Credit Agreement (collectively, the “Refinancing”), and (ii) to pay fees and expenses incurred in connection with the Refinancing and the Facilities (the “Transaction Costs”). The Revolving Facility will be available for working capital and general corporate purposes of the Company and its subsidiaries.

On April 30, 2021, Gogo Inc., the Borrower, and each direct and indirect wholly-owned U.S. restricted subsidiary of the Borrower (Gogo Inc. and such subsidiaries collectively, the “Guarantors”) entered into a guarantee agreement (the “Guarantee Agreement”) in favor of Morgan Stanley Senior Funding, Inc., as collateral agent (the “Collateral Agent”), whereby the Borrower and the Guarantors guarantee the obligations under the Facilities and certain other secured obligations as set forth in the Guarantee Agreement, and the Borrower and the Guarantors entered into a collateral agreement (the “Collateral Agreement”), in favor of the Collateral Agent, whereby the Borrower and the Guarantors grant a security interest in substantially all of their respective tangible and intangible assets (including the equity interests in each direct material wholly-owned U.S. restricted subsidiary owned by the Borrower or any Guarantor, and 65% of the equity interests in any non-U.S. subsidiary held directly by the Borrower or any Guarantor), subject to certain exceptions, to secure the obligations under the Facilities and certain other secured obligations as set forth in the Collateral Agreement.

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 conversion, 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.

Under the accounting standards applicable at the time of issuance, 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 2022 Convertible Notes through conversion, at maturity we must repay the principal amount at face value in cash. 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 8, “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 December 31, 2020, the outstanding principal amount of the 2022 Convertible Notes was $237.8 million, the unaccreted debt discount was $22.7 million and the net carrying amount of the liability component was $215.1 million.

Upon adoption of ASU 2020-06 on January 1, 2021 (see Note 3, “Recent Accounting Pronouncements,” for more information), the 2022 Convertible Notes are accounted for as a single liability. The adoption of this standard resulted in the $49.1 million initially recorded to additional paid-in capital being reclassified and recorded as an increase to long-term debt in the unaudited condensed consolidated balance sheets. Additionally, the $26.5 million of accretion recognized life-to-date was reversed and recorded as a reduction to long-term debt and a reduction to accumulated deficit in the unaudited condensed consolidated balance sheets.

For the three-month period ended March 31, 2021, $1.0 million aggregate principal amount of 2022 Convertible Notes were converted by holders and settled through the issuance of 166,666 shares of common stock.

In addition, on March 17, 2021, we entered into separate, privately negotiated exchange agreements (the “March 2021 Exchange Agreements”) with certain holders of the 2022 Convertible Notes. Pursuant to the March 2021 Exchange Agreements, such holders exchanged a total of $28,235,000 aggregate principal amount of 2022 Convertible Notes for 5,121,811 shares of our common stock on March 24, 2021. The negotiated exchange rate under the March 2021 Exchange Agreements was 181.40 shares of common stock per $1,000 principal amount of the 2022 Convertible Notes, which resulted in a loss on settlement of $4.4 million, which is included in Other (income) expense in our unaudited condensed consolidated statements of operations for the three-month period ended March 31, 2021.

As of March 31, 2021, the outstanding principal amount of the 2022 Convertible Notes was $208.5 million.

On April 1, 2021, we entered into a privately negotiated exchange agreement (the “GTCR Exchange Agreement”) with an affiliate of funds managed by GTCR LLC (“GTCR”). Pursuant to the GTCR Exchange Agreement, GTCR exchanged $105,726,000 aggregate principal amount of 2022 Convertible Notes for 19,064,529 shares of our common stock on April 9, 2021. Following the consummation of the exchange, $102,788,000 aggregate principal amount of 2022 Convertible Notes remained outstanding.

We incurred approximately $8.1 million of issuance costs related to 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. However, upon adoption of ASU 2020-06 on January 1, 2021, the $1.7 million that was initially recorded to additional paid-in capital was reclassified and recorded as deferred financing costs, with catch-up amortization of $1.0 million recorded to accumulated deficit in the unaudited condensed consolidated balance sheet. The deferred financing costs are being amortized over the term of the 2022 Convertible Notes using the effective interest method. Total amortization expense was $0.6 million and $0.4 million, respectively, for the three-month periods ended March 31, 2021 and 2020. Amortization expense is included in interest expense in the unaudited condensed consolidated statements of operations. As of March 31, 2021 and December 31, 2020, the balance of unamortized deferred financing costs related to the 2022 Convertible Notes was $2.5 million and $2.7 million, respectively, and is included as a reduction to long-term debt in our unaudited condensed consolidated balance sheets. See Note 11, “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 settle in shares for the amount of the 2022 Convertible Notes then outstanding. We may elect to deliver cash in lieu of all or a portion of such shares, and borrowings under the Revolving Facility are permitted to be used for this purpose. 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:

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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 (the “Stock Price Condition”);

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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 (the “Notes Price Condition”); or

•

upon the occurrence of specified corporate events.

The Stock Price Condition was triggered for the periods from October 1, 2020 through December 31, 2020 and January 1, 2021 through March 31, 2021. 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.

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. In March 2020, approximately 5.1 million shares of common stock were delivered to us in connection with the Forward Transactions. The approximately 2.1 million shares of common stock remaining under the Amended and Restated Forward Transaction are treated as retired shares for basic and diluted EPS purposes although they remain legally outstanding.

On April 13, 2021, pursuant to the terms of the Amended and Restated Forward Transaction, the 2022 Forward Counterparty delivered approximately 1.5 million shares of common stock to Gogo Inc. Following settlement, 575,100 shares of common stock remain subject to the Amended and Restated Forward Transaction.

Restricted Cash

Our restricted cash balances were $0.5 million as of both March 31, 2021 and December 31, 2020, consisting of a letter of credit issued for the benefit of the landlord of our current office location in Broomfield, CO.

Interest Costs

3 Months Ended

Mar. 31, 2021

Text Block [Abstract]

Interest Costs

11.	Interest Costs

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

The following is a summary of our interest costs for the three month periods ended March 31, 2021 and 2020 (in thousands):

	For the Three Months
	Ended March 31,
	2021		2020
Interest costs charged to expense	$	27,507	$	26,398
Amortization of deferred financing costs		1,703		1,419
Accretion of debt discount		84		3,326
Interest expense		29,294		31,143
Interest costs capitalized to software		112		89
Total interest costs	$	29,406	$	31,232

Leases

3 Months Ended

Mar. 31, 2021

Leases [Abstract]

Leases

12.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 March 31, 2021, 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
	March 31, 2021			March 31, 2020
Operating lease cost	$	3,078	$	2,859
Financing lease cost:
Amortization of leased assets		3		-
Interest on lease liabilities		15		-
Total lease cost	$	3,096	$	2,859

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

	For the Three			For the Three
	Months Ended			Months Ended
	March 31, 2021			March 31, 2020
Supplemental cash flow information
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows used in operating leases	$	3,382		$	3,115
Operating cash flows used in financing leases	$	15		$	-
Financing cash flows used in financing leases	$	124		$	-
Non-cash items:
Operating leases obtained	$	618		$	2,197
Financing leases obtained	$	-		$	-
Weighted average remaining lease term
Operating leases		7 years			8 years
Financing leases		2 years			-

Weighted average discount rate
Operating leases		10.5	%		10.2	%
Financing leases		16.5	%		-

Annual future minimum lease payments as of March 31, 2021 (in thousands):

	Operating			Financing
Years ending December 31,	Leases			Leases
2021 (period from April 1 to December 31)	$	9,171		$	351
2022		11,973			428
2023		8,112			187
2024		6,274			-
2025		4,850			-
Thereafter		25,218			-
Total future minimum lease payments		65,598			966
Less: Amount representing interest		(21,046	)		(68	)
Present value of net minimum lease payments	$	44,552		$	898

Reported as of March 31, 2021
Accrued liabilities	$	8,198		$	318
Non-current operating lease liabilities		36,354			-
Other non-current liabilities		-			580
Total lease liabilities	$	44,552		$	898

Commitments and Contingencies

3 Months Ended

Mar. 31, 2021

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

13.	Commitments and Contingencies

Contractual Commitments - 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.

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, our former subsidiary and the entity that operated our CA business (“Gogo LLC”), and eight CA airline partners in the U.S. District Court for the Central District of California alleging that CA’s redirection server and login portal infringe a patent owned by the plaintiff. The suits seek an unspecified amount of damages. Intelsat is required under its contracts with these airlines, which it assumed in the Transaction, to indemnify them for defense costs and any liabilities resulting from the suit. The Court has stayed the suits against the 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, Gogo Inc. and Gogo LLC, 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. Since the stay was lifted, discovery has been completed and motion practice continues. No date has been set for trial. We believe that the plaintiff’s claims are without merit and intend to continue 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, its current Chief Financial Officer and its then-current 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 the reliability of and installation and remediation costs associated with CA’s 2Ku antenna. 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, defendants filed a 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. In April 2021, the Court denied our motion to dismiss. We believe that the claims are without merit and intend to continue to defend them 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 the 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 were stayed pending a final disposition of the motion to dismiss in the class action suit. Since, as discussed above, the court in the class action suit denied the motion to dismiss, we expect the stay to be lifted and the litigation to resume. 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

3 Months Ended

Mar. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value of Financial Assets and Liabilities

14.	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:

As of March 31, 2021 and December 31, 2020, 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, 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 and the 2022 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 March 31, 2021 unaudited condensed consolidated balance sheet, excluding any issuance costs, are the amount that a market participant would be willing to lend at March 31, 2021 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 and the 2022 Convertible Notes. The calculated fair value of each of the 2022 Convertible Notes is correlated to our stock price and as a result, significant changes to our stock price could have a significant impact on the calculated fair values.

The fair value and carrying value of long-term debt as of March 31, 2021 and December 31, 2020 were as follows (in thousands):

	March 31, 2021						December 31, 2020
	Fair Value ⁽¹⁾		Carrying Value				Fair Value ⁽¹⁾		Carrying Value

2024 Senior Secured Notes	$	1,026,000	$	973,623	⁽²	⁾	$	1,045,000	$	973,539	⁽²	⁾
2022 Convertible Notes	$	391,000	$	208,514			$	404,000	$	215,122	⁽³	⁾

(1) Fair value amounts are rounded to the nearest million.

(2) Carrying value of the 2024 Senior Secured Notes reflects the unaccreted debt discount of $1.4 million and $1.5 million, respectively, as of March 31, 2021 and December 31, 2020. See Note 10, “Long-Term Debt and Other Liabilities,” for further information.

(3) Carrying value of the 2022 Convertible Notes reflects the unaccreted debt discount of $22.6 million as of December 31, 2020. See Note 10, “Long-Term Debt and Other Liabilities,” for further information.

- Definition

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

3 Months Ended

Mar. 31, 2021

Income Tax Disclosure [Abstract]

Income Tax

15.	Income Tax

The effective income tax rates for continuing operations for the three-month periods ended March 31, 2021 and 2020 were (0.6)% and (1.5)%, respectively. For the three month periods ended March 31, 2021 and 2020, 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 and Canada. With few exceptions, as of March 31, 2021, we are no longer subject to U.S. federal, state, local or foreign examinations by tax authorities for years before 2017.

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-month periods ended March 31, 2021 and 2020. As of March 31, 2021 and December 31, 2020, we did not have a liability recorded for interest or potential penalties.

As a result of the Refinancing and the exchange of certain outstanding 2022 Convertible Notes, we expect our interest expense to decrease. We will consider the decrease in interest expense as we assess whether we need to maintain all, or part, of the valuation allowance on our deferred tax assets for the three month period ending June 30, 2021.

Presently, We do not require a reserve for unrecognized tax benefits, nor do we foresee any change to that position during the next 12 months.

- Definition

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

3 Months Ended

Mar. 31, 2021

Text Block [Abstract]

Employee Retirement and Postretirement Benefits

16.	Employee Retirement and Postretirement Benefits

Stock-Based Compensation — As of March 31, 2021, we maintained three stock-based incentive compensation plans (“Stock Plans”), as well as an Employee Stock Purchase Plan (“ESPP”). See Note 14, “Stock-Based Compensation,” in our 2020 10-K for further information regarding these plans. Most of our equity grants are awarded on an annual basis.

For the three-month period ended March 31, 2021, options to purchase 26,726 shares of common stock were granted, options to purchase 177,646 shares of common stock were exercised, no options to purchase shares of common stock were forfeited and no options to purchase shares of common stock expired. The fair value of the options granted during the three-month period ended March 31, 2021 was approximately $0.2 million, which will be recognized over a period of one year.

For the three-month period ended March 31, 2021, 2,106,134 RSUs were granted, 863,056 RSUs vested and 32,199 RSUs were forfeited. The fair value of the RSUs granted during the three-month period ended March 31, 2021 was approximately $19.5 million, which will be recognized over a period of four years.

For the three-month period ended March 31, 2021, 8,227 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 three-month period ended March 31, 2021, 24,323 deferred stock units were granted and 87,339 vested. The fair value of the deferred stock units granted during the three-month period ended March 31, 2021 was approximately $0.2 million, which will be recognized over a period of one year.

For the three-month period ended March 31, 2021, 11,637 shares of common stock were issued under our Employee Stock Purchase Plan.

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

	For the Three Months
	Ended March 31,
	2021		2020
Cost of service revenue	$	31	$	33
Cost of equipment revenue		47		73
Engineering, design and development		107		156
Sales and marketing		148		329
General and administrative		1516		1,731
Total stock-based compensation expense	$	1,849	$	2,322

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 $0.4 million and $0.3 million, respectively, during the three-month periods ended March 31, 2021 and 2020.

Research and Development Costs

3 Months Ended

Mar. 31, 2021

Research And Development [Abstract]

Research and Development Costs

17.	Research and Development Costs

Expenditures for research and development are charged to expense as incurred and totaled $5.5 million and $7.4 million, respectively, during the three-month periods ended March 31, 2021 and 2020. Research and development costs are reported as engineering, design and development expenses in our unaudited condensed consolidated statements of operations.

Basis of Presentation (Policies)	3 Months Ended
Basis of Presentation (Policies)	Mar. 31, 2021
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, 2020 as filed with the Securities and Exchange Commission (“SEC”) on March 11, 2021 (the “2020 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 month period ended March 31, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2021.
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 various other assumptions believed to be reasonable under the circumstances. However, actual results could differ materially from those estimates.

Discontinued Operations (Tables)

3 Months Ended

Mar. 31, 2021

Summarizes the results of discontinued operations

	For the Three Months
	Ended March 31,
	2021			2020
Revenue:
Service revenue	$	-		$	93,056
Equipment revenue		-			20,492
Total revenue		-			113,548

Operating expenses:
Cost of service revenue (exclusive of items shown below)		-			59,748
Cost of equipment revenue (exclusive of items shown below)		-			17,529
Engineering, design and development		-			15,506
Sales and marketing		-			5,202
General and administrative		1,801			12,460
Impairment of long-lived assets		-			46,389
Depreciation and amortization		-			29,091
Total operating expenses		1,801			185,925
Operating income (loss)		(1,801	)		(72,377	)

Total other (income) expense		-			2,997

Loss before income taxes		(1,801	)		(75,374	)
Income tax provision		-			16
Net loss from discontinued operations, net of tax	$	(1,801	)	$	(75,390	)

Summary of Stock-Based Compensation Expense by Operating Expense

	For the Three Months
	Ended March 31,
	2021		2020
Cost of service revenue	$	31	$	33
Cost of equipment revenue		47		73
Engineering, design and development		107		156
Sales and marketing		148		329
General and administrative		1516		1,731
Total stock-based compensation expense	$	1,849	$	2,322

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
		Ended March 31,
		2021		2020
Cost of service revenue	$	-	$	444
Engineering, design and development		-		597
Sales and marketing		-		423
General and administrative		1,053		209
Total stock-based compensation expense	$	1,053	$	1,673

- Definition

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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+ Details

Recent Accounting Pronouncements (Tables)

3 Months Ended

Mar. 31, 2021

Accounting Changes And Error Corrections [Abstract]

Summary of Adoption Impact of ASU 2020-06 on Unaudited Condensed Consolidated Balance Sheet

The cumulative impact of using the modified retrospective approach for the adoption of ASU 2020-06 on our unaudited condensed consolidated balance sheet as of January 1, 2021 is summarized below:


	Balance at December 31,			Impact of ASU 2020-			Balances with Adoption of
	2020			06			ASU 2020-06
Liabilities
Long-term debt	$	827,968		$	21,943		$	849,911
Equity
Additional paid-in capital	$	1,088,590		$	(47,423	)	$	1,041,167
Accumulated deficit	$	(1,629,843	)	$	25,480		$	(1,604,363	)

Revenue Recognition (Tables)

3 Months Ended

Mar. 31, 2021

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
	Ended March 31,
	2021		2020
Service revenue:
Connectivity	$	58,403	$	56,975
Entertainment and other		952		751
Total service revenue	$	59,355	$	57,726

Equipment revenue:
ATG	$	10,597	$	9,624
Satellite		3,703		3,374
Other	214			203
Total equipment revenue	$	14,514	$	13,201

Customer type:
Aircraft owner/operator/service provider	$	59,355	$	57,726
OEM and aftermarket dealer		14,514		13,201
Total revenue	$	73,869	$	70,927

Net Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

Computation of Basic and Diluted Earnings Per Share

	For the Three Months
	Ended March 31,
	2021			2020
Net loss from continuing operations	$	(5,884	)	$	(9,388	)
Net loss from discontinued operations		(1,801	)		(75,390	)
Net loss		(7,685	)		(84,778	)
Less: Participation rights of the Forward Transactions		-			-
Undistributed losses	$	(7,685	)	$	(84,778	)

Weighted-average common shares outstanding-basic and diluted		84,649			81,205

Net loss attributable to common stock per share from continuing operations-basic and diluted	$	(0.07	)	$	(0.12	)

Net loss attributable to common stock per share from discontinued operations-basic and diluted		(0.02	)		(0.93	)

Net loss attributable to common stock per share-basic and diluted	$	(0.09	)	$	(1.05	)

Inventories (Tables)

3 Months Ended

Mar. 31, 2021

Inventory Disclosure [Abstract]

Components of Inventories

Inventories as of March 31, 2021 and December 31, 2020 were as follows (in thousands):

		March 31,		December 31,
		2021		2020
Work-in-process component parts	$	14,654	$	15,405
Finished goods		13,906		12,709
Total inventory	$	28,560	$	28,114

Composition of Certain Balance Sheet Accounts (Tables)

3 Months Ended

Mar. 31, 2021

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets as of March 31, 2021 and December 31, 2020 were as follows (in thousands):

	March 31,		December 31,
	2021		2020
Contract assets	$	2,729	$	2,417
Restricted cash		525		525
Other		6,371		5,992
Total prepaid expenses and other current assets	$	9,625	$	8,934

Schedule of Property and Equipment

Property and equipment as of March 31, 2021 and December 31, 2020 were as follows (in thousands):

	March 31,			December 31,
	2021			2020
Office equipment, furniture, fixtures and other	$	11,309		$	10,986
Leasehold improvements		12,012			12,012
Network equipment		139,159			139,884
		162,480			162,882
Accumulated depreciation		(100,961	)		(99,389	)
Total property and equipment, net	$	61,519		$	63,493

Schedule of Other Non-Current Assets

Other non-current assets as of March 31, 2021 and December 31, 2020 were as follows (in thousands):

	March 31,		December 31,
	2021		2020
Contract assets, net of allowances of $375 and $375, respectively	$	11,349	$	9,775
Other		1,694		1,711
Total other non-current assets	$	13,043	$	11,486

Schedule of Accrued Liabilities

Accrued liabilities as of March 31, 2021 and December 31, 2020 were as follows (in thousands):

	March 31,		December 31,
	2021		2020
Accrued interest	$	44,807	$	17,836
Employee compensation and benefits ⁽¹⁾		19,796		35,516
Operating leases		8,198		8,089
Deferred gain on sale of CA business ⁽²⁾		9,400		9,400
Warranty reserve		2,400		2,400
Taxes		1,800		2,022
Other		7,733		7,746
Total accrued liabilities	$	94,134	$	83,009

(1)	Includes $14.1 million and $19.2 million as of March 31, 2021 and December 31, 2020, respectively, expected to be paid in shares of Gogo common stock upon the vesting of certain equity awards issued to former employees now employed by Intelsat and classified within discontinued operations.

(2)	Relates to sale of CA business. See Note 2, “Discontinued Operations,” for additional information.

Schedule of Other Non-Current Liabilities

Other non-current liabilities as of March 31, 2021 and December 31, 2020 were as follows (in thousands):

	March 31,		December 31,
	2021		2020
Asset retirement obligations	$	4,520	$	4,401
Deferred tax liabilities		2,203		2,108
Other		3,121		4,072
Total other non-current liabilities	$	9,844	$	10,581

Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2021

Goodwill And Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets, Other than Goodwill

Our intangible assets, other than goodwill, as of March 31, 2021 and December 31, 2020 were as follows (in thousands, except for weighted average remaining useful life):

	Weighted
	Average	As of March 31, 2021							As of December 31, 2020
	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	2.3	$	50,357	$	(33,632)		$	16,725	$	50,029	$	(31,739)		$	18,290
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			66,662		(48,437)			18,225		66,334		(46,544)			19,790

Unamortized intangible assets:

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

Total intangible assets		$	98,945	$	(48,437)		$	50,508	$	98,617	$	(46,544	)	$	52,073

Summary of Amortization Expenses

Amortization expense for the remainder of 2021, each of the next four years and thereafter is estimated to be as follows (in thousands):

	Amortization
Years ending December 31,	Expense
2021 (period from April 1 to December 31)	$	5,569
2022	$	4,911
2023	$	2,435
2024	$	894
2025	$	894
Thereafter	$	3,522

Long-Term Debt and Other Liabilities (Tables)

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Schedule of Long-Term Debt

Long-term debt as of March 31, 2021 and December 31, 2020 was as follows (in thousands):

		March			December
		31, 2021			31, 2020
2024 Senior Secured Notes	$	973,623		$	973,539
2022 Convertible Notes		208,514			215,122
Total debt		1,182,137			1,188,661
Less deferred financing costs		(18,315	)		(19,693	)
Less current portion of long-term debt		-			(341,000	)
Total long-term debt	$	1,163,822		$	827,968

Summary of Redemption Prices Plus Accrued and Unpaid Interest

Senior Secured Notes were 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	%

- Definition

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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+ Details

Interest Costs (Tables)

3 Months Ended

Mar. 31, 2021

Text Block [Abstract]

Summary of Interest Costs

The following is a summary of our interest costs for the three month periods ended March 31, 2021 and 2020 (in thousands):

	For the Three Months
	Ended March 31,
	2021		2020
Interest costs charged to expense	$	27,507	$	26,398
Amortization of deferred financing costs		1,703		1,419
Accretion of debt discount		84		3,326
Interest expense		29,294		31,143
Interest costs capitalized to software		112		89
Total interest costs	$	29,406	$	31,232

Leases (Tables)

3 Months Ended

Mar. 31, 2021

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
	March 31, 2021			March 31, 2020
Operating lease cost	$	3,078	$	2,859
Financing lease cost:
Amortization of leased assets		3		-
Interest on lease liabilities		15		-
Total lease cost	$	3,096	$	2,859

Schedule includes other information about leases

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

Annual future minimum lease payments

Annual future minimum lease payments as of March 31, 2021 (in thousands):

	Operating			Financing
Years ending December 31,	Leases			Leases
2021 (period from April 1 to December 31)	$	9,171		$	351
2022		11,973			428
2023		8,112			187
2024		6,274			-
2025		4,850			-
Thereafter		25,218			-
Total future minimum lease payments		65,598			966
Less: Amount representing interest		(21,046	)		(68	)
Present value of net minimum lease payments	$	44,552		$	898

Reported as of March 31, 2021
Accrued liabilities	$	8,198		$	318
Non-current operating lease liabilities		36,354			-
Other non-current liabilities		-			580
Total lease liabilities	$	44,552		$	898

Fair Value of Financial Assets and Liabilities (Tables)

3 Months Ended

Mar. 31, 2021

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 March 31, 2021 and December 31, 2020 were as follows (in thousands):

	March 31, 2021						December 31, 2020
	Fair Value ⁽¹⁾		Carrying Value				Fair Value ⁽¹⁾		Carrying Value

2024 Senior Secured Notes	$	1,026,000	$	973,623	⁽²	⁾	$	1,045,000	$	973,539	⁽²	⁾
2022 Convertible Notes	$	391,000	$	208,514			$	404,000	$	215,122	⁽³	⁾

(1) Fair value amounts are rounded to the nearest million.

Employee Retirement and Postretirement Benefits (Tables)

3 Months Ended

Mar. 31, 2021

Text Block [Abstract]

Summary of Stock-Based Compensation Expense by Operating Expense

	For the Three Months
	Ended March 31,
	2021		2020
Cost of service revenue	$	31	$	33
Cost of equipment revenue		47		73
Engineering, design and development		107		156
Sales and marketing		148		329
General and administrative		1516		1,731
Total stock-based compensation expense	$	1,849	$	2,322

Basis of Presentation - Additional Information (Detail) $ in Millions		3 Months Ended	12 Months Ended
	Dec. 01, 2020 USD ($)	Mar. 31, 2021 USD ($) ClassOfCommonStock	Dec. 31, 2020 ClassOfCommonStock
Accounting Policies [Abstract]
Company purchase price	$ 400
Minimum revenue guarantees		$ 5
Number of classes of common stock outstanding \| ClassOfCommonStock		1	1

Discontinued Operations (Net loss from discontinued operations) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Revenue:
Total revenue		$ 113,548
Operating expenses:
Engineering, design and development		15,506
Sales and marketing		5,202
General and administrative	$ 1,801	12,460
Impairment of long-lived assets		46,389
Depreciation and amortization		29,091
Total operating expenses	1,801	185,925
Operating income (loss)	(1,801)	(72,377)
Total other (income) expense		2,997
Loss before income taxes	(1,801)	(75,374)
Income tax provision		16
Net loss from discontinued operations, net of tax	$ (1,801)	(75,390)
Service [Member]
Revenue:
Total revenue		93,056
Product [Member]
Revenue:
Total revenue		20,492
Cost of Service Revenue [Member]
Revenue:
Total revenue		59,748
Cost of Equipment Revenue [Member]
Revenue:
Total revenue		$ 17,529

Discontinued Operations - Additional Information (Details) - USD ($) $ in Millions	1 Months Ended	3 Months Ended
	Feb. 28, 2021	Mar. 31, 2021
Discontinued Operations And Disposal Groups [Abstract]
Initial gross proceeds		$ 386.3
Purchase price		400.0
Working capital	$ 9.4
Contingent gain	9.4
Gain (Loss) on sale of CA business	38.0
Post closing purchase price adjustments	$ 9.4
Additional Costs Due To Employer Paid Taxes		$ 0.7

Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Total stock-based compensation expense	$ 1,849	$ 2,322
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	31	33
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	107	156
Sales and Marketing [Member]
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Total stock-based compensation expense	148	329
General and Administrative [Member]
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Total stock-based compensation expense	1,516	1,731
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	1,053	1,673
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		444
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		597
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		423
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	$ 1,053	$ 209

Recent Accounting Pronouncements - Summary of Adoption Impact of ASU 2020-06 on Unaudited Condensed Consolidated Balance Sheet (Detail) - USD ($) $ in Thousands	Mar. 31, 2021	Jan. 01, 2021	Dec. 31, 2020
Liabilities
Long-term debt	$ 1,163,822		$ 827,968
Equity
Additional paid-in capital			1,088,590
Accumulated deficit	$ (1,612,048)		$ (1,629,843)
Accounting Standards Update 2020-06 [Member]
Liabilities
Long-term debt		$ 21,943
Equity
Additional paid-in capital		(47,423)
Accumulated deficit		25,480
Difference Between Guidance In Effect Before And After ASU 2020-06 [Member] \| Accounting Standards Update 2020-06 [Member]
Liabilities
Long-term debt		849,911
Equity
Additional paid-in capital		1,041,167
Accumulated deficit		$ (1,604,363)

Revenue Recognition - Additional Information (Detail) $ in Millions	3 Months Ended		12 Months Ended
	Mar. 31, 2021 USD ($) Customer	Mar. 31, 2020 Customer	Dec. 31, 2020 USD ($) Customer
Revenue From Contracts With Customers [Line Items]
Transaction price allocated to remaining performance obligations	$ 86.0
Future equipment revenue recognition period	next year
Service revenue occurring period	1 year
Number Of Customers Meeting Concentration Risk Threshold \| Customer	0	0	0
Revenue [Member]
Revenue From Contracts With Customers [Line Items]
Percentage of benchmark	10.00%	10.00%
Accounts Receivable [Member]
Revenue From Contracts With Customers [Line Items]
Percentage of benchmark	10.00%		10.00%
Airline [Member]
Revenue From Contracts With Customers [Line Items]
Contract assets, current and non-current	$ 14.1		$ 12.2
Accounting Standards Update 2014-09 [Member]
Revenue From Contracts With Customers [Line Items]
Deferred revenue, current and non-current	3.8		$ 3.1
Connectivity and Entertainment Service Revenues [Member]
Revenue From Contracts With Customers [Line Items]
Transaction price allocated to remaining performance obligations	84.0
Future Equipment Revenue [Member]
Revenue From Contracts With Customers [Line Items]
Equipment revenue	$ 2.0

Revenue Recognition - Summary of Revenue Disaggregated by Category (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Disaggregation of Revenue [Line Items]
Disaggregation of revenue	$ 73,869	$ 70,927
Cost of Service Revenue [Member]
Disaggregation of Revenue [Line Items]
Disaggregation of revenue	59,355	57,726
Cost of Equipment Revenue [Member]
Disaggregation of Revenue [Line Items]
Disaggregation of revenue	14,514	13,201
Aircraft Owner Operator [Member]
Disaggregation of Revenue [Line Items]
Disaggregation of revenue	59,355	57,726
OEM and Aftermarket Dealer [Member]
Disaggregation of Revenue [Line Items]
Disaggregation of revenue	14,514	13,201
Connectivity [Member] \| Cost of Service Revenue [Member]
Disaggregation of Revenue [Line Items]
Disaggregation of revenue	58,403	56,975
Entertainment And Other [Member] \| Cost of Service Revenue [Member]
Disaggregation of Revenue [Line Items]
Disaggregation of revenue	952	751
ATG [Member] \| Cost of Equipment Revenue [Member]
Disaggregation of Revenue [Line Items]
Disaggregation of revenue	10,597	9,624
Satellite [Member] \| Cost of Equipment Revenue [Member]
Disaggregation of Revenue [Line Items]
Disaggregation of revenue	3,703	3,374
Other [Member] \| Cost of Equipment Revenue [Member]
Disaggregation of Revenue [Line Items]
Disaggregation of revenue	$ 214	$ 203

Net Loss Per Share - Additional Information (Detail) - shares shares in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Earnings Per Share [Abstract]
Forward stock repurchase transaction shares, excluded from dilution effect	2.1	2.1

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
	Mar. 31, 2021	Mar. 31, 2020
Earnings Per Share [Abstract]
Net loss from continuing operations	$ (5,884)	$ (9,388)
Net loss from discontinued operations, net of tax	(1,801)	(75,390)
Net loss	(7,685)	(84,778)
Undistributed losses	$ (7,685)	$ (84,778)
Weighted average number of shares—basic and diluted	84,649	81,205
Net loss from continuing operations	$ (0.07)	$ (0.12)
Net loss attributable to common stock per share from discontinued operations-basic and diluted	(0.02)	(0.93)
Net loss	$ (0.09)	$ (1.05)

- Definition

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

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+ Details

- Definition

Amount after tax of income (loss) from a discontinued operation including the portion attributable to the noncontrolling interest. Includes, but is not limited to, the income (loss) from operations during the phase-out period, gain (loss) on disposal, gain (loss) for reversal of write-down (write-down) to fair value, less cost to sell, and adjustments to a prior period gain (loss) on disposal.

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+ Details

- Definition

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

+ References

+ Details

- Definition

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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+ Details

Inventories - Components of Inventories (Detail) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Inventory Disclosure [Abstract]
Work-in-process component parts	$ 14,654	$ 15,405
Finished goods	13,906	12,709
Total inventory	$ 28,560	$ 28,114

Composition of Certain Balance Sheet Accounts - Schedule of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Prepaid Expense And Other Assets [Abstract]
Contract assets	$ 2,729	$ 2,417
Restricted cash	525	525
Other	6,371	5,992
Total prepaid expenses and other current assets	$ 9,625	$ 8,934

Composition of Certain Balance Sheet Accounts - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 162,480	$ 162,882
Accumulated depreciation	(100,961)	(99,389)
Total property and equipment, net	61,519	63,493
Office Equipment, Furniture, Fixtures and Other [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	11,309	10,986
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	$ 139,159	$ 139,884

Composition of Certain Balance Sheet Accounts - Schedule of Other Non-Current Assets (Detail) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Other Assets Noncurrent [Abstract]
Contract assets, net of allowances of $320 and $0, respectively	$ 11,349	$ 9,775
Other	1,694	1,711
Total other non-current assets	$ 13,043	$ 11,486

Composition of Certain Balance Sheet Accounts - Schedule of Other Non-Current Assets (Parenthetical) (Detail) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Other Assets Noncurrent [Abstract]
Contract with Customer, Asset, Accumulated Allowance for Credit Loss, Noncurrent	$ 375	$ 375

Composition of Certain Balance Sheet Accounts - Schedule of Accrued Liabilities (Detail) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Accrued Liabilities Current [Abstract]
Accrued interest	$ 44,807	$ 17,836
Employee compensation and benefits	19,796	35,516
Operating leases	8,198	8,089
Deferred gain on sale of CA business	9,400	9,400
Warranty reserve	2,400	2,400
Taxes	1,800	2,022
Other	7,733	7,746
Total accrued liabilities	$ 94,134	$ 83,009

Composition of Certain Balance Sheet Accounts - Schedule of Accrued Liabilities (Parentheticals) (Detail) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Accrued Liabilities Current [Abstract]
Change in estimate in expected cash flow	$ 14.1	$ 19.2

Composition of Certain Balance Sheet Accounts - Schedule of Other Non-Current Liabilities (Detail) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Other Liabilities Noncurrent [Abstract]
Asset retirement obligations	$ 4,520	$ 4,401
Deferred tax liabilities	2,203	2,108
Other	3,121	4,072
Total other non-current liabilities	$ 9,844	$ 10,581

Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Goodwill And Intangible Assets Disclosure [Abstract]
Goodwill	$ 0.6		$ 0.6
Amortization expense	$ 1.9	$ 1.5

Intangible Assets - Schedule of Intangible Assets, Other than Goodwill (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Intangible Assets Net Excluding Goodwill [Line Items]
Amortized intangible assets, Gross Carrying Amount	$ 66,662	$ 66,334
Amortized intangible assets, Accumulated Amortization	(48,437)	(46,544)
Amortized intangible assets, Net Carrying Amount	18,225	19,790
Total intangible assets, Gross Carrying amount	98,945	98,617
Total intangible assets, Net Carrying Amount	50,508	52,073
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)	2 years 3 months 18 days
Amortized intangible assets, Gross Carrying Amount	$ 50,357	50,029
Amortized intangible assets, Accumulated Amortization	(33,632)	(31,739)
Amortized intangible assets, Net Carrying Amount	$ 16,725	18,290
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	Mar. 31, 2021 USD ($)
Goodwill And Intangible Assets Disclosure [Abstract]
2021 (period from April 1 to December 31)	$ 5,569
2022	4,911
2023	2,435
2024	894
2025	894
Thereafter	$ 3,522

Warranties - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Warranty reserve balance	$ 2,400	$ 2,400
Minimum
Debt Instrument [Line Items]
Standard product warranty term	2 years
Maximum
Debt Instrument [Line Items]
Standard product warranty term	5 years

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

Mar. 31, 2021

Dec. 31, 2020

Long-Term Debt and Other Liabilities - Summary of Redemption Prices Plus Accrued and Unpaid Interest (Detail) - 2024 Senior Secured Notes [Member]	3 Months Ended
	Mar. 31, 2021
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
	Mar. 31, 2021	Mar. 31, 2020
Schedule Of Interest [Line Items]
Interest costs charged to expense	$ 27,507	$ 26,398
Amortization of deferred financing costs	1,703	1,419
Accretion of debt discount	84	3,326
Interest expense	29,294	31,143
Total interest costs	29,406	31,232
Software [Member]
Schedule Of Interest [Line Items]
Interest costs capitalized	$ 112	$ 89

Leases - Additional Information (Detail)	3 Months Ended
Leases - Additional Information (Detail)	Mar. 31, 2021
Leases [Abstract]
Lessee operating lease option to extend	20 years

Leases - Other information regarding our leases (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows used in operating leases	$ 3,382	$ 3,115
Operating cash flows used in financing leases	15
Financing cash flows used in financing leases	124
Operating leases obtained	$ 618	$ 2,197
Weighted average remaining lease term
Operating leases	7 years	8 years
Financing leases	2 years
Weighted average discount rate
Operating leases	10.50%	10.20%
Financing leases	16.50%

Leases - Annual Future Minimum Obligations for Operating Leases Other than Arrangements with Commercial Airline Partners (Detail) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Operating Leases
2021 (period from April 1 to December 31)	$ 9,171
2022	11,973
2023	8,112
2024	6,274
2025	4,850
Thereafter	25,218
Total future minimum lease payments	65,598
Less: Amount representing interest	(21,046)
Present value of net minimum lease payments	44,552
Accrued liabilities	$ 8,198	$ 8,089
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	us-gaap:AccruedLiabilitiesMember
Non-current operating lease liabilities	$ 36,354	$ 38,018
Total lease liabilities	44,552
Financing Leases
2021 (period from April 1 to December 31)	351
2022	428
2023	187
Total future minimum lease payments	966
Less: Amount representing interest	(68)
Present value of net minimum lease payments	898
Accrued liabilities	$ 318
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List]	us-gaap:AccruedLiabilitiesMember
Other non-current liabilities	$ 580
Total lease liabilities	$ 898

Commitments and Contingencies - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2021
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 (Parenthetical) (Detail) - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020
2024 Senior Secured Notes [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt Instrument, Unamortized Discount	$ 1.4	$ 1.5
2022 Convertible Notes [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt Instrument, Unamortized Discount	$ 22.6	$ 22.6

Income Tax - Additional Information (Detail) - USD ($)	3 Months Ended
Income Tax - Additional Information (Detail) - USD ($)	Mar. 31, 2021	Mar. 31, 2020
Income Tax Disclosure [Abstract]
Effective income tax rate	(0.60%)	(1.50%)
Reserve for unrecognized tax benefits	$ 0	$ 0
Interest or penalties related to uncertain tax positions	0	0
Liabilities for interest and potential penalties	$ 0	$ 0

Employee Retirement and Postretirement Benefits - Additional Information (Detail) - USD ($) $ / shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Stock options, shares granted	26,726
Stock options exercised	177,646
Stock options forfeited	0
Stock options, shares expired	0
Fair value of options granted	$ 0.2
Fair value of options granted recognized period	1 year
Employee Contribution	100.00%
Percentage of employees contribution matched by the company	4.00%
Employer Contribution	$ 0.4	$ 0.3
Employee Stock Purchase Plan [Member]
Common stock, shares issued under Employee Stock Purchase Plan	11,637
Restricted Stock Units (RSUs) [Member]
Fair value of options granted recognized period	4 years
Share units granted	2,106,134
Share units forfeited	32,199
Fair value of options granted	$ 19.5
Share units vested	863,056
Deferred Stock Units [Member]
Fair value of options granted recognized period	1 year
Share units granted	24,323
Fair value of options granted	$ 0.2
Share units vested	87,339
Restricted Stock [Member]
Share units vested	8,227

Employee Retirement and Postretirement Benefits - Summary of Stock-Based Compensation Expense by Operating Expense Excluding Discontinued Operations (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 1,849	$ 2,322
Cost of Service Revenue [Member]
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	31	33
Cost of Equipment Revenue [Member]
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	47	73
Engineering, Design and Development [Member]
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	107	156
Sales and Marketing [Member]
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	148	329
General and Administrative [Member]
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 1,516	$ 1,731