Gogo Inc.
For the period ended Mar 31, 2026. Filed May 7, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 7, 2026
GOGO$3.89+71.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-06.
0001193125-25-269462
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-07.
0001193125-26-211861
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 139 previous paragraphs and 133 current paragraphs.
79 unchanged; 39 reworded; 14 added; 21 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 8 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (14)
Current report
Key Business Metrics
Current report
Gogo Galileo aircraft online. We define Gogo Galileo aircraft online as the total number of aircraft for which we provide Gogo Galileo LEO broadband services in the last month of the period presented. This number excludes military/government Gogo Galileo aircraft online. This metric was not presented prior to the fiscal year ended December 31, 2025, as Gogo Galileo was only first deployed in 2025.
Current report
Total revenue decreased to $226.3 million for the three-month period ended March 31, 2026, as compared with $230.3 million for the prior-year period.
Current report
Service revenue decreased to $187.7 million for the three-month period ended March 31, 2026, as compared with $198.6 million for the prior-year period due to a decrease in ATG units online.
Current report
Equipment revenue increased to $38.6 million for the three-month period ended March 31, 2026, as compared with $31.7 million for the prior-year period due to an increase in Gogo Galileo units sold.
Current report
Cost of service revenue increased 4.5% to $98.3 million for the three-month period ended March 31, 2026, as compared with $94.0 million for the prior-year period due to an increase in satellite broadband costs.
Current report
Cost of equipment revenue increased 19.3% to $35.0 million for the three-month period ended March 31, 2026, as compared with $29.3 million for the prior-year period due to an increase in Gogo Galileo units sold.
Current report
Engineering, design and development expenses decreased 53.2% to $6.5 million for the three-month period ended March 31, 2026, as compared with $13.9 million for the prior-year period due to the reimbursement of costs related to the FCC Reimbursement Program.
Current report
Sales and marketing expenses decreased 5.1% to $13.5 million for the three-month period ended March 31, 2026, as compared with $14.2 million for the prior-year period due to lower personnel costs.
Current report
General and administrative expenses decreased 11.2% to $26.2 million for the three-month period ended March 31, 2026, as compared with $29.5 million for the prior-year period due to a $4.5 million decrease in personnel costs and $3.8 million decrease in acquisition and integration-related costs, partially offset by a $3.6 million increase in legal costs.
Current report
Depreciation and amortization expense increased 7.0% to $15.1 million for the three-month period ended March 31, 2026, as compared with $14.1 million for the prior-year period.
Current report
Total other expense decreased to $10.7 million for the three-month period ended March 31, 2026 as compared with $16.2 million for the prior-year period due to the change in fair value of the Earnout Liability from the Satcom Direct acquisition.
Current report
Changes in accrued liabilities due to the timing of payments related to personnel costs and inventory; and
Current report
Changes in prepaid expenses and other current assets related to the FCC Reimbursement Program.
Removed paragraphs (21)
Previous report
Change in Reportable Segments
Previous report
As a result of the Company’s acquisition of Satcom Direct, the Company initially had two reportable segments on December 3, 2024: the legacy pre-acquisition operations of the Company and the acquired entities of Satcom Direct. However, during the third quarter of 2025, the Company’s chief operating decision maker (“CODM”), who is the Chief Executive Officer, started making resource and operating decisions by evaluating the performance and business results of the consolidated company. As such, the Company has a single reportable segment as of September 30, 2025.
Previous report
Key Operating Metrics
Previous report
Three and Nine Months Ended September 30, 2025 and 2024
Previous report
Total revenue increased to $223.6 million and $679.9 million, respectively, for the three- and nine-month periods ended September 30, 2025, as compared with $100.5 million and $306.9 million, respectively, for the prior-year periods.
Previous report
Service revenue increased to $190.0 million and $582.5 million, respectively, for the three- and nine-month periods ended September 30, 2025, as compared with $81.9 million and $245.5 million, respectively, for the prior-year periods due to the current-year periods including service revenue earned as a result of the acquisition of Satcom Direct.
Previous report
Equipment revenue increased to $33.6 million and $97.4 million, respectively, for the three- and nine-month periods ended September 30, 2025, as compared with $18.7 million and $61.5 million, respectively, for the prior-year periods due to the current-year periods including equipment revenue earned as a result of the acquisition of Satcom Direct.
Previous report
Cost of service revenue increased 380.8% and 396.5% to $91.6 million and $277.0 million, respectively, for the three- and nine-month periods ended September 30, 2025, as compared with $19.1 million and $55.8 million for the prior-year periods due to the current-year periods including cost of service revenue as a result of the acquisition of Satcom Direct.
Previous report
Cost of equipment revenue increased 104.6% and 85.8% to $31.0 million and $88.0 million, respectively, for the three-month period ended September 30, 2025, as compared with $15.2 million and $47.4 million, respectively, for the prior-year periods due to the current-year periods including cost of equipment revenue as a result of the acquisition of Satcom Direct.
Previous report
Engineering, design and development expenses increased 60.7% and 43.7% to $15.7 million and $42.1 million, respectively, for the three- and nine-month periods ended September 30, 2025, as compared with $9.8 million and $29.3 million, respectively, for the prior-year periods as a result of the acquisition of Satcom Direct.
Previous report
Sales and marketing expenses increased 57.5% and 64.0% to $13.5 million and $42.4 million, respectively, for the three- and nine-month periods ended September 30, 2025, as compared with $8.6 million and $25.9 million, respectively, for the prior-year periods as a result of the acquisition of Satcom Direct.
Previous report
General and administrative expenses increased 11.8% and 40.0% to $27.9 million and $86.0 million, respectively, for the three- and nine-month periods ended September 30, 2025, as compared with $24.9 million and $61.4 million, respectively, for the prior-year periods. The increase for the three-month period is due to the acquisition of Satcom Direct. The increase for the nine-month period is due to the acquisition of Satcom Direct of $14.8 million and an increase in personnel costs of $10.8 million, partially offset by a decrease in legal fees of $6.2 million.
Previous report
Depreciation and amortization expense increased 278.9% and 278.7% to $15.2 million and $44.5 million, respectively, for the three- and nine-month periods ended September 30, 2025, as compared with $4.0 million and $11.7 million, respectively, for the prior-year periods due to amortization expense related to intangible assets obtained in the acquisition of Satcom Direct.
Previous report
Total other expense increased to $29.3 million for the three-month period ended September 30, 2025 as compared with $6.9 million for the prior-year period due to interest expense on the HPS Term Loan Facility, change in fair value of the earnout liability from the Satcom Direct acquisition and litigation settlement expense, partially offset by the reversal of an expected credit loss reserve and change in fair value of the convertible note investment. Total other expense increased to $64.5 million for the nine-month period ended September 30, 2025 as compared with $20.9 million for the prior-year period due to increased interest expense on the HPS Term Loan Facility, the change in fair value of the earnout liability, and litigation settlement expense, partially offset by the reversal of an expected credit loss reserve and change in fair value of the convertible note investment.
Previous report
We believe it is useful for an understanding of our operating performance to exclude litigation settlement costs from Adjusted EBITDA because this activity is outside of the ordinary course of our operations and does not reflect our operating performance.
Previous report
Adjusted EBITDA does not reflect litigation settlement costs;
Previous report
An increase in cash flows due to changes in inventories due to an increase in equipment revenue and a decrease in purchases.
Previous report
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Previous report
Changes in accounts payable due to timing of payments;
Previous report
Changes in deferred revenue due to the recognition of revenue where cash was previously collected; and
Previous report
Changes in account receivable due to the timing of receipts.
Reworded paragraphs (39)
Previous wording
The Company’s acquisition of Satcom Direct, as described in Note 2, “Acquisition of Satcom Direct,” created a combined organization which currently is the only multi-orbit, multi-band in-flight connectivity provider offering connectivity technology purpose-built for business and military/government aviation. The transaction united two industry-leading brands, creating a product portfolio that offers best-in-class solutions for small to large aircraft and heavy jets. As a combined organization, the Company has a holistic approach of providing broadband connectivity services to its customers through Gogo’s air-to-ground (“ATG”) technology and access to multiple satellite constellations aiming to deliver consistent, global tip-to-tail connectivity with a suite of software, hardware, and advanced infrastructure supported by a 24/7/365 customer support team.
Current wording
Gogo is the only multi-orbit, multi-band in-flight connectivity provider offering connectivity technology purpose-built for business and military/government aviation. We have a holistic approach of providing broadband connectivity services to our customers from small to large aircraft and heavy jets through our ATG technology and integrated LEO and GEO satellite solutions provided by multiple satellite constellations owned by our satellite network partners. We aim to deliver to our customers consistent, global tip-to-tail connectivity with a suite of software, hardware, and advanced infrastructure supported by a 24/7/365 in-person customer support team to fit their every need.
Previous wording
costs associated with the implementation of, and our ability to implement on a timely basis, our technology roadmap, including upgrades to and installation of the ATG Broadband technologies we currently offer, Gogo 5G, Gogo Galileo, LTE and any other next generation or other new technology that we develop or acquire;
Current wording
our ability to implement on a timely basis and costs associated with the ongoing implementation of our technology roadmap, including installation of and/or upgrades to the ATG Broadband technologies we currently offer, Gogo 5G, Gogo Galileo, LTE and any other next generation or other new technology that we develop or acquire;
Previous wording
our ability to manage issues and related costs that may arise in connection with the implementation of our technology roadmap, including technological issues and related remediation efforts and failures or delays on the part of antenna, chipset, and other equipment developers and providers or satellite network providers, some of which are single-source;
Current wording
our ability to manage issues and related costs that may arise in connection with the implementation of our technology roadmap, including technological issues and related remediation efforts, technological shifts, failures or delays on the part of antenna, chipset, and other equipment developers and providers or satellite network providers, some of which are single-source;
Previous wording
the economic environment and other trends that affect both business and leisure aviation travel;
Current wording
the economic environment and other trends that affect both business and leisure aviation travel, including the impact on demand for aviation travel of increases in fuel costs and other inflationary pressures stemming from the ongoing conflicts in the Middle East;
Previous wording
our ability to engage suppliers of equipment components and network services on a timely basis and on commercially reasonable terms;
Current wording
our ability to engage suppliers of equipment components and network services on a timely basis and on commercially reasonable terms, including, without limitation, electronic components such as semiconductor memory and storage products (among others, dynamic random access memory (“DRAM”) and NAND flash memory), due to the surging buildout of artificial intelligence-related computing infrastructure;
Previous wording
changes in laws, regulations, policies and interpretations affecting our business, the business of our customers and suppliers globally, including changes that impact the design of our equipment and our ability to obtain required certifications for our equipment and services, and telecommunications services globally, including those affecting our ability to maintain our licenses for ATG spectrum in the United States, obtain sufficient rights to use additional ATG spectrum and/or other sources of broadband connectivity to deliver our services, including Gogo Galileo, expand our service offerings and manage our network; and
Current wording
changes in laws, regulations, policies and interpretations affecting our business, the business of our customers and suppliers globally, including changes that impact the design of our equipment and our ability to obtain required certifications for our equipment and services, and telecommunications services globally, including those affecting our ability to maintain our licenses for ATG spectrum in the United States, obtain sufficient rights to use additional ATG spectrum and/or other sources of broadband connectivity to deliver our services, including Gogo Galileo and Gogo 5G, expand our service offerings and manage our network; and
Previous wording
the enactment of and proposals for trade protection measures by the United States as well as other countries (including United States “reciprocal” tariffs that were announced at the end of July 2025), including increases or changes in tariffs and trade barriers, changes in government policies and international trade arrangements, geopolitical volatility, and global macroeconomic conditions, or uncertainty regarding the impact of proposed or future trade protection measures, may affect our results of operations in some markets.
Current wording
the enactment of, and proposals for, trade protection measures by the United States as well as other countries (including United States “reciprocal” tariffs that began in 2025), including increases or changes in tariffs and trade barriers, changes in government policies and international trade arrangements, geopolitical volatility, and global macroeconomic conditions, or uncertainty regarding the impact of proposed or future trade protection measures, may affect our results of operations in some markets.
Previous wording
Our management regularly reviews financial and operating metrics, including the following key operating metrics, to evaluate the performance of our business and our success in executing our business plan, make decisions regarding resource allocation and corporate strategies, and evaluate forward-looking projections.
Current wording
Our management regularly reviews financial and operating metrics, including the following key business metrics, to evaluate the performance of our business and our success in executing our business plan, make decisions regarding resource allocation and corporate strategies, and evaluate forward-looking projections.
Previous wording
AVANCE aircraft online. We define AVANCE aircraft online as the total number of business aircraft equipped with our AVANCE L5 or L3 system for which we provide ATG services in the last month of the period presented.
Current wording
AVANCE aircraft online. We define AVANCE aircraft online as the total number of aircraft equipped with our AVANCE L5 or L3 system for which we provide ATG services to business aviation customers in the last month of the period presented. This number excludes military/government AVANCE aircraft online.
Previous wording
Gogo Biz aircraft online. We define Gogo Biz aircraft online as the total number of business aircraft not equipped with our AVANCE L5 or L3 system for which we provide ATG services in the last month of the period presented. This number excludes commercial aircraft operated by Intelsat’s airline customers receiving ATG service.
Current wording
Gogo Biz aircraft online. We define Gogo Biz aircraft online as the total number of aircraft not equipped with our AVANCE L5 or L3 system for which we provide ATG services to business aviation customers in the last month of the period presented. This number excludes commercial aircraft operated by Intelsat’s airline customers as well as military/government aircraft receiving ATG service.
Previous wording
We believe that the assumptions and estimates associated with the fair value of service customer relationships and software acquired in the acquisition of Satcom Direct have the greatest potential impact on and are the most critical to fully understanding and evaluating our reported financial results, and that they require our most difficult, subjective or complex judgments.
Current wording
We believe that the assumptions and estimates associated with our goodwill impairment analysis and the fair value of the Earnout Liability associated with the acquisition of Satcom Direct have the greatest potential impact on and are the most critical to fully understanding and evaluating our reported financial results, and that they require our most difficult, subjective or complex judgments.
Previous wording
See Note 1, “Basis of Presentation,” to our Unaudited Condensed Consolidated Financials Statements for additional information.
Current wording
See Note 1, “Basis of Presentation,” to our Unaudited Condensed Consolidated Financial Statements for additional information.
Previous wording
Below is a discussion of changes in the results in operations for the three- and nine-month periods ended September 30, 2025 and 2024. The acquisition of Satcom Direct was completed in the fourth quarter of 2024 and as a result, there is no meaningful prior period comparison point.
Current wording
Below is a discussion of changes in the results in operations for the three-month periods ended March 31, 2026 and 2025.
Previous wording
Revenue and percent change for the three- and nine-month periods ended September 30, 2025 and 2024 were as follows(in thousands, except for percent change):
Current wording
Revenue and percent change for the three-month periods ended March 31, 2026 and 2025 were as follows(in thousands, except for percent change):
Previous wording
We expect service revenue to decline in the near term as a result of the expected decline in ATG services sold and increase in the future as additional aircraft come online after the launch of Gogo 5G and Gogo Galileo. We expect equipment revenue to increase in the future driven by growth in sales of Gogo 5G and Gogo Galileo units.
Current wording
We expect service revenue to decline in the near term as a result of the expected decline in ATG services sold and increase in the future as additional aircraft come online due to the launch of Gogo 5G and Gogo Galileo. We expect equipment revenue to increase in the future driven by growth in sales of Gogo 5G and Gogo Galileo units.
Previous wording
Cost of revenue and percent change for the three- and nine-month periods ended September 30, 2025 and 2024 were as follows(in thousands, except for percent change):
Current wording
Cost of revenue and percent change for the three-month periods ended March 31, 2026 and 2025 were as follows(in thousands, except for percent change):
Previous wording
We expect that our cost of equipment revenue will increase with growth in units sold, including Gogo 5G and Gogo Galileo units, following the launch of those products.
Current wording
We expect that our cost of service revenue will increase in the future driven by the growth in satellite broadband services. We expect that our cost of equipment revenue will increase with growth in units sold, including Gogo 5G and Gogo Galileo units, due to the launch of those products.
Previous wording
We expect engineering, design and development expenses as a percentage of service revenue to decrease, driven by Gogo Galileo development costs and Gogo 5G program spend nearing completion.
Current wording
We expect engineering, design and development expenses as a percentage of service revenue to decrease, following the completion of Gogo Galileo and 5G programs.
Previous wording
We expect sales and marketing expenses as a percentage of service revenue to increase in the near term and remain relatively steady in the long term after the launch and market adoption of the Gogo 5G and Gogo Galileo offerings.
Current wording
We expect sales and marketing expenses as a percentage of service revenue to increase in the near term and remain relatively steady in the long term due to the launch and market adoption of the Gogo 5G and Gogo Galileo offerings.
Previous wording
We expect that our depreciation and amortization expense will increase in the future as we launch our Gogo 5G network.
Current wording
We expect that our depreciation and amortization expense will increase in the future due to the launch of the Gogo 5G network.
Previous wording
Other expense (income) and percent change for the three- and nine-month periods ended September 30, 2025 and 2024 were as follows(in thousands, except for percent change):
Current wording
Other expense (income) and percent change for the three-month periods ended March 31, 2026 and 2025 were as follows(in thousands, except for percent change):
Previous wording
The effective income tax rate for the three- and nine-month periods ended September 30, 2025 was (242.8)% and 35.3%, respectively, as compared with 12.5% and 23.1%, respectively, for the prior-year periods. For the three- and nine-month periods ended September 30, 2025, our income tax provision was $1.4 million and $12.5 million, respectively, due to consolidated pre-tax income. For the three- and nine-month periods ended September 30, 2024, our income tax provision was $1.5 million and $12.6 million, respectively, due to consolidated pre-tax income. See Note 14, “Income Tax,” to our Unaudited Condensed Consolidated Financial Statements for additional information.
Current wording
The effective income tax rate for the three-month period ended March 31, 2026 was 37.8% as compared with 36.6% for the prior-year period. For the three-month period ended March 31, 2026, our income tax provision was $7.9 million, due to pre-tax income, stock-based compensation, nondeductible officer’s compensation, and establishment of a valuation allowance on deferred tax assets. For the three-month period ended March 31, 2025, our income tax provision was $6.9 million, due to pre-tax income. See Note 12, “Income Tax,” to our Unaudited Condensed Consolidated Financial Statements for additional information.
Previous wording
Adjusted EBITDA represents EBITDA adjusted for (i) stock-based compensation expense, (ii) acquisition and integration-related costs, including amortization of acquisition-related inventory step-up costs and changes in fair value of the earnout liability, (iii) litigation settlement costs, and (iv) change in fair value of convertible note investment. Our management believes that the use of Adjusted EBITDA eliminates items that management believes have less bearing on our operating performance, thereby highlighting trends in our core business which may not otherwise be apparent. It also provides an assessment of controllable expenses, which are indicators management uses to determine whether current spending decisions need to be adjusted in order to meet financial goals and achieve optimal financial performance.
Current wording
Adjusted EBITDA represents EBITDA adjusted for (i) stock-based compensation expense, (ii) acquisition and integration-related costs, including amortization of acquisition-related inventory step-up costs and changes in fair value of the Earnout Liability, and (iii) change in fair value of convertible note investment. Our management believes that the use of Adjusted EBITDA eliminates items that management believes have less bearing on our operating performance, thereby highlighting trends in our core business which may not otherwise be apparent. It also provides an assessment of controllable expenses, which are indicators management uses to determine whether current spending decisions need to be adjusted in order to meet financial goals and achieve optimal financial performance.
Previous wording
(1) For the three months ended September 30, 2025, figure consists of integration-related advisory fees of $0.7 million and severance and other compensation-related costs of $2.2 million. For the nine months ended September 30, 2025, figure consists of integration-related advisory fees of $6.1 million and severance and other compensation-related costs of $6.9 million.
Current wording
(1) For the three-month period ended March 31, 2026, the figure consists of severance and other compensation-related costs of $1.2 million and integration support costs of $0.6 million. For the three-month period ended March 31, 2025, the figure consists of due diligence and advisory fees of $3.9 million and severance and other compensation-related costs of $2.6 million.
Previous wording
Adjusted EBITDA does not reflect the change in fair value of convertible note investment or earnout liability;
Current wording
Adjusted EBITDA does not reflect the change in fair value of convertible note investment;
Previous wording
On September 5, 2023, we announced a share repurchase program that grants the Company authority to repurchase up to $50 million of shares of the Company’s common stock. Repurchases may be made at management's discretion from time to time on the open market, through privately negotiated transactions, or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) in accordance with applicable securities laws and other restrictions, including Rule 10b-18 under the Exchange Act. The repurchase program has no time limit and may be suspended for periods or discontinued at any time and does not obligate us to purchase any shares of our common stock. The timing and total amount of stock repurchases will depend upon business, economic and market conditions, corporate and regulatory requirements, prevailing stock prices, and other considerations. We do not expect to incur debt to fund the share repurchase program. No shares were repurchased during the nine-month period ended September 30, 2025. During the nine-month period ended September 30, 2024, we repurchased an aggregate 3.6 million shares of our common stock for $30.8 million. As of September 30, 2025, approximately $12.1 million remains available under the share repurchase program.
Current wording
On September 5, 2023, we announced a share repurchase program that grants the Company authority to repurchase up to $50 million of shares of the Company’s common stock. Repurchases may be made at management's discretion from time to time on the open market, through privately negotiated transactions, or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) in accordance with applicable securities laws and other restrictions, including Rule 10b-18 under the Exchange Act. The repurchase program has no time limit and may be suspended for periods or discontinued at any time and does not obligate us to purchase any shares of our common stock. The timing and total amount of stock repurchases will depend upon business, economic and market conditions, corporate and regulatory requirements, prevailing stock prices, and other considerations. We do not expect to incur debt to fund the share repurchase program. No shares were repurchased during the three-month periods ended March 31, 2026 and 2025. As of March 31, 2026, approximately $12.1 million remains available under the share repurchase program.
Previous wording
The 2021 Term Loan Facility amortizes in nominal quarterly installments equal to 1% of the aggregate initial principal amount thereof per annum, with the remaining balance payable upon final maturity of the 2021 Term Loan Facility. There are no amortization payments under the Revolving Facility. On May 3, 2023, the Company prepaid $100 million of the outstanding principal amount of the 2021 Term Loan Facility. This prepayment satisfied the required amortization payments for the remaining term of the 2021 Term Loan Facility.
Current wording
The 2021 Term Loan Facility amortizes in quarterly installments equal to 1% of the aggregate initial principal amount thereof per annum, with the remaining balance payable upon final maturity of the 2021 Term Loan Facility. There are no amortization payments under the Revolving Facility. On May 3, 2023, the Company prepaid $100 million of the outstanding principal amount of the 2021 Term Loan Facility. This prepayment satisfied the required amortization payments for the remaining term of the 2021 Term Loan Facility.
Previous wording
As detailed in Note 9, “Long-Term Debt and Other Liabilities,” on December 3, 2024, the Company and GIH entered into a credit agreement (the “HPS Credit Agreement” and together with the 2021 Credit Agreement, the “Credit Agreements”) with HPS Investment Partners, LLC, as the administrative agent, and the lenders party thereto, which provides for a term loan credit facility (the “HPS Term Loan Facility” and together with the 2021 Facilities, the “Facilities”) in an aggregate principal amount of $250 million. The HPS Term Loan Facility amortizes in 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 HPS Term Loan Facility on April 30, 2028.
Current wording
As detailed in Note 8, “Long-Term Debt and Other Liabilities,” on December 3, 2024, the Company and GIH entered into a credit agreement (the “HPS Credit Agreement” and together with the 2021 Credit Agreement, the “Credit Agreements”) with HPS Investment Partners, LLC, as the administrative agent, and the lenders party thereto, which provides for a term loan credit facility (the “HPS Term Loan Facility” and together with the 2021 Facilities, the “Facilities”) in an aggregate principal amount of $250 million. The HPS Term Loan Facility, which is subject to mandatory prepayments under certain circumstances, amortizes in 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 HPS Term Loan Facility on April 30, 2028.
Previous wording
The Credit Agreements contains covenants that limit the ability of GIH and its subsidiaries to incur additional indebtedness. Further, market conditions and/or our financial performance may limit our access to additional sources of equity or debt financing, or our ability to pursue potential strategic alternatives. As a result, we may be unable to finance the growth of our business to the extent that our cash, cash equivalents and short-term investments and cash generated through operating activities prove insufficient or we are unable to raise additional financing through the issuance of equity, permitted incurrences of debt (by us or by GIH and its subsidiaries), or the pursuit of potential strategic alternatives.
Current wording
The Credit Agreements contain covenants that limit the ability of GIH and its subsidiaries to incur additional indebtedness. Further, market conditions and/or our financial performance may limit our access to additional sources of equity or debt financing, or our ability to pursue potential strategic alternatives. As a result, we may be unable to finance the growth of our business to the extent that our cash, cash equivalents and short-term investments and cash generated through operating activities prove insufficient or we are unable to raise additional financing through the issuance of equity, permitted incurrences of debt (by us or by GIH and its subsidiaries), or the pursuit of potential strategic alternatives.
Previous wording
For the nine-month period ended September 30, 2025, net cash provided by operating activities was $116.0 million as compared with $79.7 million in the prior-year period. The principal contributors to the year-over-year change in operating cash flows were:
Current wording
For the three-month period ended March 31, 2026, net cash used in operating activities was $7.2 million as compared with cash provided by operating activities of $32.5 million in the prior-year period. The principal contributors to the year-over-year change in operating cash flows were:
Previous wording
A $34.0 million improvement in net income and non-cash charges and credits, as noted above under “Results of Operations — Three and Nine Months Ended September 30, 2025 and 2024.”
Current wording
A $2.0 million decrease in net income and non-cash charges and credits, as noted above under “Results of Operations — Three Months Ended March 31, 2026 and 2025.”
Previous wording
A $2.2 million improvement in cash flows related to operating assets and liabilities resulting from:
Current wording
A $37.7 million decrease in cash flows related to operating assets and liabilities resulting from:
Previous wording
Partially offset by a decrease in cash flows due to the following:
Current wording
A decrease in cash flows due to the following:
Previous wording
Cash used in investing activities was $23.5 million for the nine-month period ended September 30, 2025, due to $34.7 million of capital expenditures noted below and a $1.6 million payment for net working capital adjustments relating to the purchase of Satcom Direct, partially offset by $9.1 million of proceeds from interest rate caps and $3.8 million of proceeds received from the FCC Reimbursement Program associated with the reimbursement of capital expenditures.
Current wording
Cash used in investing activities was $11.9 million for the three-month period ended March 31, 2026, due to $28.0 million of capital expenditures noted below, partially offset by $14.9 million of proceeds received from the FCC Reimbursement Program related to the reimbursement of capital expenditures and $1.2 million of proceeds from interest rate caps.
Previous wording
Cash used in investing activities was $3.2 million for the nine-month period ended September 30, 2024, due to $18.9 million of capital expenditures noted below and a $5.0 million convertible note investment, partially offset by $19.5 million of proceeds from interest rate caps and $1.2 million of proceeds received from the FCC Reimbursement Program associated with the reimbursement of capital expenditures.
Current wording
Cash used in investing activities was $2.4 million for the three-month period ended March 31, 2025, due to $6.2 million of capital expenditures noted below, partially offset by $3.2 million of proceeds from interest rate caps and $0.6 million of proceeds received from the FCC Reimbursement Program associated with the reimbursement of capital expenditures.
Previous wording
Cash used in financing activities for the nine-month period ended September 30, 2024 was $38.9 million, due to share repurchases, principal payments on the 2021 Term Loan Facility and stock-based compensation activities.
Current wording
Cash used in financing activities for the three-month period ended March 31, 2026 was $2.6 million due to stock-based compensation activities and principal payments on the HPS Term Loan Facility.
Previous wording
Cash used in financing activities for the nine-month period ended September 30, 2025 was $1.1 million due to principal payments on the HPS Term Loan Facility, partially offset by proceeds from stock-based compensation activities.
Current wording
Cash used in financing activities for the three-month period ended March 31, 2025 was $1.6 million, due to stock-based compensation activities and principal payments on the HPS Term Loan Facility.
Previous wording
Capital expenditures for the nine-month periods ended September 30, 2025 and 2024 were $34.7 million and $18.9 million, respectively, due to the build out of the Gogo 5G and LTE networks and Gogo Galileo.
Current wording
Capital expenditures for the three-month periods ended March 31, 2026 and 2025 were $28.0 million and $6.2 million, respectively, due to the build out of the LTE and 5G networks.
Previous wording
We expect that our capital expenditures will increase in the near term due to the build out of the LTE network related to the FCC Reimbursement Program. This increase related to the LTE network is expected to be partially offset by reimbursements from the FCC. We expect that our capital expenditures will decrease over time as this program is completed.
Current wording
We expect that our capital expenditures will decrease in the future as the build out of the LTE network nears completion.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Three Months Ended March 31, 2026 and 2025