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United States securities and exchange commission logo
March 19, 2024
Jessica Betjemann
Executive Vice President and Chief Financial Officer
Gogo Inc.
105 Edgeview Drive, Suite 300
Broomfield, CO 80021
Re: Gogo Inc.
Form 10-K for the
year ended December 31, 2023
File No. 001-35975
Dear Jessica Betjemann:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 10-K for the year ended December 31, 2023
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations, page 42
1. We note for some of
your line items, such as cost of service revenue, engineering, design
and development
expenses and general and administrative expenses, that fluctuations
between periods are due
to two or more factors. We also note your reference to changes
being due "primarily"
to these factors. Where a material change is attributed to two or
more factors, including
any offsetting factors, revise to describe the contribution of each
factor in quantified
terms. Please also revise to use more definitive terminology, rather
than general or vague
terms such as "primarily," to describe each contributing factor.
Refer to Item 303(b) of
Regulation S-K and Section III.D of SEC Release No. 33-6835.
Jessica Betjemann
FirstName
Gogo Inc. LastNameJessica Betjemann
Comapany
March NameGogo Inc.
19, 2024
March2 19, 2024 Page 2
Page
FirstName LastName
Non-GAAP Measures, page 44
2. We note your adjustment for the proceeds from (purchase of) interest
rate caps in
calculating your free cash flow measure. Please explain your basis for
this adjustment and
tell us what you are intending to convey. Also, tell us how you
considered the prohibitions
in Item 10(e)(1)(ii)(A) of Regulation S-K regarding this non-GAAP
adjustment. As part of
your response, tell us how you determined the proceeds from (purchase
of) interest rate
caps is an investing cash flow and refer to the authoritative guidance
that supports your
presentation.
Consolidated Financial Statements
Note 3. Revenue Recognition, page 67
3. We note you expect to recognize the majority of your remaining
performance obligations
over a period from two to 10 years. Please revise to breakdown this
amount, either
quantitatively or qualitatively, into smaller time bands that better
indicate the timing of
revenue recognition. Also, consider disclosing how much you expect to
recognize in the
next 12-months. Refer to ASC 606-10-50-13.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Please contact Brittany Ebbertt at 202-551-3572 or Christine Dietz at
202-551-3408 with
any questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Crystal Gordon