What changed in Gogo Inc.'s 10-K — 2024 vs 2025

Business Company Overview Acquisition of Satcom Direct, LLC (the “Transaction”) On December 3, 2024 (the “Closing”), we purchased all of the issued and outstanding equity interests of Satcom Direct, LLC, a Delaware limited liability company (f/k/a Satcom Direct, Inc., a Florida corporation) and certain of its affiliates and subsidiaries (collectively, “Satcom Direct”), in exchange for (i) an aggregate cash purchase price of approximately $375,000,000, subject to customary post-closing adjustments, (ii) 5,000,000 restricted shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) (valued at approximately $40,500,000 based on the Company’s closing stock price of $8.10 on December 2, 2024), and (iii) up to an additional $225,000,000 in potential earnout payments of cash and/or Common Stock tied to realizing certain financial performance milestones over four years following the Closing.

The acquisition has created the only in-flight connectivity provider able to satisfy the performance and cost needs of every segment of the global business aviation and military/government mobility markets. Founded in 1997, Satcom Direct primarily engages in providing business, military and government in-flight connectivity services as a reseller of satellite services.

Satcom Direct operates worldwide with an international sales and service team based in nine countries. Satcom Direct sells services and equipment globally through their international sales force to OEMs, governments, military groups and private fleet companies, among other entities.

Satcom Direct manages a network operating center and maintains its own data center in Melbourne, Florida with licensed data sites strategically placed around the world.

In connection with the Closing, the Company and Gogo Intermediate Holdings LLC (“GIH”), a direct wholly owned subsidiary of Gogo Inc., entered into a credit agreement 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”) 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.

Concurrently with the closing of the HPS Term Loan Facility and the Closing, the Company and GIH, entered into a second amendment to that certain Credit Agreement, dated as of April 30, 2021 (the “Original 2021 Credit Agreement”, as it may be amended, supplemented or otherwise modified from time to time, the “2021 Credit Agreement”), with the guarantors party thereto, Morgan Stanley Senior Funding, Inc., as administrative agent, and the lenders party thereto, to, among other purposes, (i) increase the aggregate principal amount of revolving commitments available under the 2021 Credit Agreement to $122,000,000 and (ii) extend the maturity date of the Revolving Facility (as defined below) to December 3, 2029 (subject to such maturity date springing to the date that is 90 days prior to the then-current maturity date of (a) the 2021 Term Loan Facility under the 2021 Credit Agreement and (b) the HPS Term Loan Facility under the HPS Credit Agreement under certain conditions).

Segments As a result of the Company’s acquisition of Satcom Direct, the Company has two reportable segments as of December 31, 2024: the legacy pre-acquisition operations of the Company (“Gogo BA”) and the acquired entity, Satcom Direct. The Gogo BA segment provides in-flight connectivity for business aviation via air-to-ground (“ATG”) and satellite networks.

The Satcom Direct segment primarily provides global satellite-based communication solutions for business, military and government aircraft. Satcom Direct is managed as a separate reportable segment, but in the future, after integrating the Satcom Direct business, we may determine to realign our reportable segments.

Our Strategy and our Solutions The Company’s 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 Company has a holistic approach of providing broadband connectivity services to its customers from small to large aircraft and heavy jets through the Company’s ATG technology and multiple satellite constellations, which aim to deliver 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.

The key strategic drivers of the Transaction included, among others, (i) access to Satcom Direct’s established global footprint, which includes a mature sales force and customers in over 100 countries; (ii) an established global military/government team and existing global military/government customers, with the ability to provide the Company entry into the large and fast-growing military/government mobility vertical for aircraft and land; (iii) additional products to provide to legacy customers of Gogo BA, including, among others, Satcom Direct’s well-known customer software solution, SD Pro®; (iv) a competitive cost structure achieved through cost synergies; and (v) integrated low earth orbit (“LEO”) and geostationary earth orbit (“GEO”) satellite solutions aimed at 5 providing greater reliability and redundancy for customers, enabling the Company to distinguish itself as a holistic satellite network integrator.

We believe the combined organization is well-positioned to accelerate growth in the evolving in-flight connectivity market, which is experiencing significant change due to several catalysts.

The most significant advancement in technology driving change in our industry today is the introduction of LEO satellite technology, which provides, among other things, a global service offering, higher capacity and lower latency than available alternatives.

Further, we believe that demand for in-flight connectivity will continue to increase because of changes in the demographics of our customer base, the proliferation of social applications and lifestyle changes that remain in a post-COVID world, such as videoconferencing and live streaming.

We view all these significant changes as opportunities to leverage our combined Company’s technological know-how and deep understanding of the in-flight connectivity market and to drive greater penetration of our solutions in our markets over the next decade. • Gogo Galileo : We commercially launched the first global LEO broadband satellite service purpose-built for business aviation (“Gogo Galileo”) in the first quarter of 2025.

Gogo Galileo will use an electronically steered antenna (“ESA”), specifically designed with Hughes Network Systems, LLC (“Hughes”) to address a broad range of business aviation and military/government aircraft, operating on a LEO satellite network operated by Network Access Associates, Ltd. (“Eutelsat OneWeb”).

We believe that Gogo Galileo, in combination with or as an alternative to our ATG and GEO services, will allow us to increase our penetration of the North American market and provide an upgrade path and an additional product for our existing ATG and GEO customer base.

In addition, we believe that Gogo Galileo will allow us to penetrate the business aviation and military/government market outside of North America, where there has been a lower adoption rate of in-flight connectivity.

The launch of Gogo Galileo is also expected to augment our combined product and service offerings for ATG broadband, GEO broadband, and narrowband satellite services, as described below. • ATG Broadband Service : Gogo is the leading provider of in-flight connectivity in the ATG broadband market in North America.

Gogo started in analogue ATG technology in the late 1990s, then, as analogue cellular backhaul disappeared, migrated to narrowband satellite connectivity in the early 2000s, and then back to ATG with our digital broadband networks beginning in 2010.

We continue to augment our ATG broadband connectivity services through the addition of our fourth ATG broadband network (Gogo 5G), which we expect to deliver revenue in the fourth quarter of 2025.

We are also actively working with a subset of our customers utilizing our AVANCE products and legacy Gogo Biz ATG airborne system to transition to an AVANCE system compatible with a new LTE network. We anticipate this subset of customers will see improved performance because of this network transition, which is expected to occur in 2026.

The cost for the transition to the new LTE network is offset by our participation in the FCC Secure and Trusted Communications Networks Reimbursement Program (the “FCC Reimbursement Program”). • GEO Broadband Service : As a result of the Transaction, we now partner with industry satellite network operators to deliver GEO Ku- and Ka-band services.

Our combined product offerings allow us to integrate and offer network agnostic solutions, providing customers with GEO satellite services utilizing networks provided by operators, including, among others, Intelsat Jackson Holdings S.A. (“Intelsat”) and Viasat, Inc.

(“Viasat”). • Narrowband Satellite Services : Since our initial migration to narrowband satellite connectivity in the early 2000s, we continue to provide narrowband satellite services to customers in North America and internationally. We now provide this narrowband satellite service through reseller agreements with satellite providers, including Iridium Satellite LLC (“Iridium”) and Viasat.

As of December 31, 2024, we had approximately 1,249 activated GEO broadband business aviation customer aircraft and 7,059 line-replaceable units (“LRUs”) for our ATG broadband services, of which approximately 4,608 were equipped with AVANCE.

Our Products, Services and Customer Support We accomplish our mission as the world’s only multi-orbit, multi-band in-flight connectivity provider, by delivering secure and reliable in-flight connectivity solutions for business and military/government aviation, and by offering a comprehensive portfolio of products and services consisting of our in-flight systems, in-flight services, aviation partner support, engineering, design and development services, and production operations functions.

In-Flight Systems . Across both of our business aviation and military/government customer bases, our customers have a broad range of equipment choices for their in-flight systems, which allows us to provide a solution based on geography, mission, size of aircraft and passenger preference.

Customers can select a variety of different products such as our legacy AVANCE platforms and Gogo Galileo, products acquired with Satcom Direct, including Plane Simple®, Satcom Direct Router (“SDR”), SD PRO®, and FlightDeck Freedom, and other products to fit their needs. In-Flight Services (Service Plans) .

Across both our business aviation and military/government customer bases, we provide a wide range of in-flight services for passengers, flight and cabin crews and our aviation partners. We offer a variety of connectivity services 6 tailored to our various networks and technologies that are generally priced on a per-aircraft per-month basis.

We offer service plans ranging from unlimited data usage to an hourly monthly consumption plan, and offer alongside these data plans voice rates, inflight entertainment options, and other service features. Infrastructure . The infrastructure supporting our in-flight connectivity services consists of our networks, towers, cybersecurity software, and data centers. Customer Support .

We strive to deliver a premium customer experience throughout our business. Our support and service organization leads these efforts and provides operational assistance and comprehensive analytics to our customers 24/7/365. The organization assists with installations, troubleshooting, system activations, and data analysis to evaluate our system and operational performance. Product Development .

Our engineering, design, and development (“ED&D”) operations augment our service and support teams. The in-house ED&D organization translates business requirements into products that comply with rigorous avionics certification requirements. Specialized capabilities within our ED&D operation include, among others, radiofrequency engineering, airborne platform development, network engineering, systems engineering, and application development and business systems.

Given our highly specialized technology and required production levels, we design, assemble and test our airborne LRUs, SDRs and Plane Simple® terminals in-house, while relying on third parties to manufacture specific components based on our design specifications. We also rely on third parties to manufacture our antennas and generally share antenna design responsibilities and intellectual property with these vendors.

Our manufacturing and repair facilities located in the U.S. and in Canada are respectively certified by the Federal Aviation Administration (“FAA”)- and Transport Canada Civil Aviation. Our Customers and Distribution Partners Business Aviation Customers We provide in-flight connectivity services to a variety of customers needing connectivity, but our end-users are primarily aircraft owners/operators.

As a result of the Satcom Direct acquisition, within our military/government operation, we are party to certain government contracts involving the development of new products. These contracts typically contain strict performance obligations and project milestones. We cannot assure you we will comply with these performance obligations or meet these project milestones in the future.

If we are unable to comply with these performance obligations or meet these milestones, our customers may terminate these contracts and, under some circumstances, recover damages or other penalties from us. We cannot assure you that the other parties to any such contract will not terminate the contract or seek damages from us.

If other parties elect to terminate their contracts or seek damages from us, it could materially harm our business. A substantial majority of revenue in our military/government operation is expected to be derived from contracts with fixed prices. These contracts carry the risk of potential cost overruns because we assume all of the cost burden.

We assume greater financial risk on fixed-price contracts than on other types of contracts because if we do not anticipate technical problems, estimate costs accurately or control costs during performance of a fixed-price contract, it may significantly reduce our net profit or cause a loss on the contract.

Because many of these contracts involve new technologies and applications and can last for years, unforeseen events, such as technological difficulties, fluctuations in the price of raw materials, a significant increase in or a sustained period of increased inflation, problems with our suppliers, and cost overruns, can result in the contractual price becoming less favorable or even unprofitable to us over time (which, especially in the case of sharp increases in or significant sustained inflation, could happen quickly and have long-lasting impacts).

Furthermore, if we do not meet contract deadlines or specifications, we may need to renegotiate contracts on less favorable terms, be forced to pay penalties or liquidated damages or suffer major losses if the customer exercises its right to terminate.

Although we attempt to accurately estimate costs for fixed-price contracts, we cannot assure you our estimates will be adequate or that substantial losses on fixed-price contracts will not occur in the future. If we are unable to address any of the risks described above, it could materially harm our business, financial condition and results of operations.

Cancellations, reductions or delays by OEMs and dealers may have a material adverse effect on our business, financial condition and results of operations. Some of our dealers are experiencing continuing issues with labor shortages, which has impacted their ability to install our equipment, leading to a longer period of time between shipment and activation of our equipment.

See “Item 1. Business—Company Overview and Strategy—Competition.” Some of our current or potential future competitors are, or could potentially be, larger, more diversified corporations and have greater financial, marketing, production and research and development resources, stronger customer relationships, more experience with regulatory compliance, and with militaries and governments, and/or access to technologies not available to us.

As a result, they may be better able to withstand pricing pressures and the effects of periodic economic downturns. Some of our current or future competitors may offer a broader product line to customers. In addition, some of our current or future competitors have developed or may develop satellite direct-to-user capabilities.

Our business and results of operations may be materially adversely affected if our competitors develop equipment or services that are superior to our equipment and services, develop equipment or services that are priced more competitively than our equipment and services, develop methods of more efficiently and effectively providing equipment and services, or adapt more quickly than we do to new technologies or evolving customer requirements.

In addition, because the markets in which we operate are constantly evolving and characterized by rapid technological change, it is difficult for us to predict whether, when and by whom new competing technologies, products or services may be introduced into our markets.

Maintaining and improving our competitive position will require continued investment in technology, manufacturing, engineering, quality standards, marketing and customer service and support.

If we do not maintain sufficient resources to make these investments or are not successful in maintaining our competitive position, our operations and financial performance will suffer. 17 The increasing availability of satellite capacity and capacity from other forms of communications technology has historically created an excess supply of telecommunications capacity in certain regions from time to time.

We believe such an imbalance could occur again in certain regions, particularly as we and other service providers introduce new technology on our fleets. Any failure to deliver and maintain high-quality customer support may adversely affect our relationships with our customers and prospective customers and could adversely affect our reputation, business, results of operations and financial condition.

Many of our customers depend on our customer support team to assist them in deploying or using our services effectively, to help them resolve post-deployment issues quickly and to provide ongoing support.

If we do not devote sufficient resources or are otherwise unsuccessful in assisting our customers effectively, it could adversely affect our ability to retain existing customers and could prevent prospective customers from adopting our services. We may be unable to respond quickly enough to accommodate short-term increases in demand for customer support.

We also may be unable to modify the nature, scope and delivery of our customer support to compete with changes in the support services provided by our competitors. Increased demand for customer support, without corresponding revenue, could increase costs and adversely affect our business, results of operations and financial condition.

Our sales are highly dependent on our business reputation and on positive recommendations from existing customers. Any failure to deliver and maintain high-quality customer support, or a market perception that we do not maintain high-quality customer support, could adversely affect our reputation, business, results of operations and financial condition.

Our participation in U.S. government contracts exposes us to significant commercial and other business risks. Our revenues from military/government customers are expected to represent a reasonably significant percentage of our total revenues, and are expected to be derived primarily from U.S. government applications.

Therefore, any significant disruption or deterioration of our relationship with the U.S. government would significantly reduce our revenues.

U.S. government business exposes us to various risks, including: • unpredictable order placements, reductions or cancellations; • reductions or delays in government funds available for our projects due to government policy changes, budget cuts or delays, changes in available funding, reductions in defense expenditures and contract adjustments; • the ability of competitors to protest contractual awards; • penalties arising from post-award contract audits; • the reduction in the value of our contracts as a result of the routine audit and investigation of our costs by U.S. government agencies; • higher-than-expected final costs for work performed under contracts where we commit to specified services for a fixed price; 18 • unpredictable cash collections of unbilled receivables that may be subject to acceptance of deliverables by the customer and contract close-out procedures, including government approval of final indirect rates; • competition with programs managed by other government contractors for limited resources and for uncertain levels of funding; • significant changes in contract scheduling or program structure, which generally result in delays or reductions in services; and • intense competition for available U.S. government business necessitating increases in time and investment for design and development.

U.S. government contracts are also subject to termination by the government, either for the convenience of the government or for our failure to perform consistent with the terms of the applicable contract.

If we are unable to address any of the risks described above, or if we were to lose all or a substantial portion of our sales to the U.S. government, it could materially harm our business and impair the value of our common stock. The funding of U.S. government programs is subject to congressional appropriations.

If appropriations for one of our programs become unavailable, or are reduced or delayed, our contract or subcontract under such program may be terminated or adjusted by the government, which could have a negative impact on our future sales and results of operations. Budget cuts to defense spending can exacerbate these problems.

From time to time, when a formal appropriation bill has not been signed into law before the end of the U.S. government’s fiscal year, Congress may pass a continuing resolution that authorizes agencies of the U.S. government to continue to operate, generally at the same funding levels from the prior year, but does not authorize new spending initiatives, during a certain period.

During such period (or until the regular appropriation bills are passed), delays can occur in procurement of products and services due to lack of funding, and such delays can affect our results of operations during the period of delay.

The military/government industry has experienced, and we expect it will continue to experience, significant changes to business practices globally, in part due to changes in the global security and threat environment and an increased focus on affordability, efficiencies, business systems, recovery of costs and a reprioritization of available defense funds.

We have experienced and may continue to experience an increased number of audits and challenges to our claims and our business systems for current and past years, as well as longer periods to close audits, broader requests for information and an increased risk of withholdings of payments.

The U.S. government has been pursuing and may continue to pursue policies that could negatively impact our profitability, including those that shift additional responsibility and performance risks to the contractor.

Changes in procurement practices, including those favoring incentive-based fee arrangements, fixed price development or long-term production programs, different award criteria, non-traditional contract provisions, and contract negotiation offers that indicate what our costs should be, have affected and may in the future affect our profitability and predictability.

Finally, we are subject to the risk of changes in governmental procurement legislation and regulations and other policies, which may reflect military and political developments.

For more information, see “— As a U.S. government contractor in our military/government operation, we could be adversely affected by changes in various procurement and other laws and regulations applicable to our industry or any negative findings by the U.S. government as to our compliance with them, as well as by changes in our customers’ business practices globally .” Our participation in non-U.S. government contracts exposes us to significant risks.

Our non-U.S. government customers expose us to various risks, including changes in administration policy. Furthermore, foreign government customer contracts are subject to specific procurement regulations and a variety of other complex requirements, which affect how we transact business with our foreign government customers and can impose additional costs on our business operations.

Numerous laws and regulations affect our contracts with foreign government customers. Foreign government customers routinely audit government contractors to review contract performance, cost structure and compliance with applicable laws, regulations, and standards, as well as the adequacy of and compliance with internal control systems and policies.

Any inadequacies in our systems and policies, or the perception or allegations of such inadequacies, could result in payments being withheld, penalties and reduced future business.

Improper or illegal activities, or the perception or allegation of such activities, could subject us to civil or criminal penalties or administrative sanctions, including contract termination, fines, forfeiture of fees, suspension of payment and suspension or debarment from doing business with government agencies, any of which could materially adversely affect our reputation, business, financial condition and results of operations.

We may also be subject to the same risks with respect to U.S. government contracts, highlighted in the risk factor above, relating to the shift in focus on affordability, efficiencies, business systems, recovery of costs and a reprioritization of available defense funds.

Satellites have a finite useful life, and their actual operational life may be shorter than their mission life . Our ability to earn revenues from our satellite services depends on the continued operation of the satellite networks by our third-party vendors. Each satellite has a limited useful life, referred to as its mission life.

There can be no assurance as to the actual operational life of a satellite, which may be shorter than its mission life.

A number of factors affect the useful lives of the satellites, 19 including the quality of design and construction, durability of component parts and back-up units, the ability to continue to maintain proper orbit and control over the satellite’s functions, the efficiency of the launch vehicle used, consumption of on-board fuel, degradation and durability of solar panels, the actual space environment experienced and the occurrence of anomalies or other in-orbit risks affecting the satellite.

In addition, continued improvements in satellite technology may make satellites obsolete prior to the end of their operational life. Global supply chain challenges and logistics issues as well as increasing inflation have had, and may continue to have, an adverse effect on our business, financial condition and results of operations.

Inflation, changes in trade policies, the imposition of duties and tariffs (including the recently announced tariffs on imports from Canada, Mexico, and China), potential retaliatory countermeasures, public health crises and geopolitical conflicts continue to adversely impact the availability and price of electronic components.

As a result, we have experienced longer lead times and encountered delays in obtaining electronic components, and we expect longer lead times and delays to continue.

In addition, global logistics issues such as shipping logjams, workforce shortages and carrier capacity constraints, have affected and may continue to negatively affect our ability to obtain electronic and other components on a timely basis.

Challenges stemming from these global supply chain issues could lead our suppliers and OEMs to claim that they are not obligated to perform their commitments to us due to force majeure provisions in such agreements.

We cannot predict how long the component shortages or logistics issues will continue, and a prolonged impact on our supply chain could adversely impact our business in a material way. We are exposed to a variety of risks associated with international operations that could adversely affect our business.

Our operations and business are located across 9 countries worldwide, including the United States, Canada, the United Kingdom, the United Arab Emirates, Switzerland, Brazil, Hong Kong, Australia and Singapore. In addition, a component of our growth strategy involves the continued expansion of our operations and customer base internationally.

As a result, we are subject to risks related to conducting operations outside the United States, including, but not limited to: • difficulties in penetrating new markets due to established and entrenched competitors; • difficulties in developing products and services that are tailored to the needs of local customers; • the need to adapt and localize our products and services for specific countries; • lack of local acceptance or knowledge of our products and services; • changes in a specific country’s or region’s political or economic conditions; • difficulties in obtaining required regulatory or other governmental approvals; • greater difficulty in enforcing contracts and managing collections in countries where our recourse may be more limited, as well as longer collection periods; • multiple and possibly overlapping tax structures; • unexpected changes in laws and regulatory requirements, including with respect to taxes and trade laws; • more stringent regulations relating to communications; artificial intelligence; privacy and data security and the unauthorized use of, or access to, commercial and personal data; and aerospace and liability standards; • challenges inherent in efficiently managing employees over large geographic distances, including compliance with differing labor laws and the need to implement appropriate systems, policies and hiring, benefits and compliance programs; • difficulties in managing a business in new markets with diverse cultures, languages, customs, legal systems, alternative dispute systems and regulatory systems; • increased costs associated with international operations, including travel, real estate, infrastructure and legal compliance costs; • currency exchange rate fluctuations and the resulting effect on our revenue and expenses and the cost and risk of entering into hedging transactions if we chose to do so in the future; • the effect of other economic factors, including inflation, pricing and currency devaluation; • limitations on our ability to reinvest earnings from operations in one country to fund the capital needs of our operations in other countries; • laws and business practices favoring local competitors or general preferences for local vendors or imposing local domestic ownership restrictions; 20 • operating in new, developing or other markets in which there are significant uncertainties regarding the interpretation, application and enforceability of laws and regulations, including relating to contract and intellectual property rights; • limited or insufficient intellectual property protection or difficulties enforcing our intellectual property; • political instability, social unrest, terrorist activities, acts of civil or international hostility, such as the ongoing conflict between Russia and Ukraine, the ongoing conflict in the wider Middle East and tensions in the South China Sea, natural disasters and regional or global outbreaks of contagious diseases; • restrictions on the ability of U.S. companies to do business in foreign countries; and • exposure to liabilities under anti-corruption and anti-money laundering laws, including the U.S.

Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.K. Bribery Act (the “Bribery Act”) and similar laws and regulations in other jurisdictions. These and other factors could affect our ability to compete successfully and continue to expand internationally and, consequently, our business, financial condition and results of operations may be materially adversely affected.

Our business is subject to foreign currency risk. Almost all of our customers pay for our services in U.S. dollars, although we are exposed to some risk related to customers who do not pay in U.S. dollars.

Fluctuations in the value of non-U.S. currencies may make payment in U.S. dollars more expensive for our non-U.S. customers, and in certain circumstances, cause us to renegotiate prices or other terms in contracts in order to retain such customers. In addition, our non-U.S. customers may have difficulty obtaining U.S. currency and/or remitting payment due to currency exchange controls.

As we expand geographically and otherwise, we may experience difficulties in maintaining our corporate culture, and our business, results of operations and financial condition could be adversely affected. We believe that our corporate culture has been a critical component of our success, and have invested substantial time and resources in building this culture.

As we further expand our business and grow internationally, we may find it difficult to maintain our corporate culture. For instance, we recently acquired Satcom Direct’s business and employees and we will be required to make certain changes to create a unified culture for the combined organization.

Any failure to manage organizational changes from our expansion, including in our management or employee base, in a manner that preserves the key aspects of our culture could be detrimental to our future success, including by limiting our ability to recruit and retain personnel and to effectively pursue our corporate objectives.

For example, we are dedicated to having every employee feel like they have a home at our Company, and our expansion may hinder these efforts. This, in turn, could adversely affect our business, results of operations and financial condition.

In addition, expansion could lead to our organizational structure becoming more complex, and could strain our ability to maintain reliable service levels for our customers (both existing customers of the Company and new customers acquired as a result of Satcom Direct’s business).

If we fail to achieve the necessary level of efficiency in our organization as we grow, then our business, results of operations and financial condition could be adversely affected.

See “— We are exposed to a variety of risks associated with international operations that could adversely affect our business. ” We may fail to recruit, train and retain the highly skilled employees that are necessary to remain competitive and execute our growth strategy. The loss of one or more of our key personnel could harm our business.

Competition for key technical personnel in high-technology industries such as ours is intense.

We believe that our future success depends in large part on our continued ability to hire, train, retain and leverage the skills of qualified engineers and other highly skilled personnel needed to maintain and grow our ATG networks and related technology and develop and successfully deploy Gogo 5G, Gogo Galileo and other elements of our technology roadmap and new wireless telecommunications products and technology.

We may not be as successful as our competitors at recruiting, training, retaining and utilizing these highly skilled personnel. Any failure to recruit, train and retain highly skilled employees may have a material adverse effect on our business. We depend on the continued service and performance of our key personnel.

Such individuals have acquired specialized knowledge and skills with respect to Gogo and its operations. As a result, if any of our key personnel were to leave Gogo, we could face substantial difficulty in hiring qualified successors and could experience a loss of productivity while any such successor obtains the necessary training and expertise.

We do not maintain key man insurance on any of our officers or key employees. In addition, much of our key technology and systems is custom-made for our business by our personnel. The loss of key personnel, including key members of our management team, could disrupt our operations and may have a material adverse effect on our business.

See “— The changes in executive management that occurred as part of the acquisition of Satcom Direct could disrupt our operations and may have a material adverse effect on our business. ” 21 Pandemics or other outbreaks of contagious diseases and the measures implemented to combat them have had, and may continue to have, a material adverse effect on our business.

We face various risks related to public health issues, including epidemics, pandemics and other outbreak of infectious disease. Pandemics and other outbreaks of contagious diseases could result in significant business and operational disruptions, including business closures, supply chain disruptions, travel restrictions, stay-at-home orders and limitations on the availability of workforces.

Whether and to what extent future pandemics and other outbreaks of contagious diseases may impact our financial and operational performance will depend on developments that include the duration, spread and severity of the outbreak, the timetable for administering and efficacy of vaccines, the duration and geographic scope of related travel advisories and restrictions and the extent of the impact of the pandemic or outbreak on overall demand for commercial and business aviation travel, and other factors beyond our control, all of which are highly uncertain and cannot be predicted.

In addition to directly impacting demand for air travel, future pandemics and other outbreaks of contagious diseases and any resultant restrictions may have a material and adverse impact on other aspects of our business, including: • delays and difficulties in completing installations on certain aircraft; and • limitations on our ability to market and grow our business and to promote technological innovation.

In addition, pandemics and other outbreaks of contagious diseases may also exacerbate other risks disclosed in this Annual Report on Form 10-K.

See, for example, “— Global supply chain challenges and logistics issues as well as increasing inflation have had, and may continue to have, an adverse effect on our business, financial condition and results of operations .” Adverse economic conditions, including economic slowdowns, may have a material adverse effect on our business.

As described in Item 1A “Risk Factors,” our operations rely on the secure processing, storage and transmission of confidential and other information in our computer systems and networks.

Computer viruses, hackers, employee or vendor misconduct and other external hazards could expose our information systems and those of our vendors to security breaches, cybersecurity incidents or other disruptions, any of which could materially and adversely affect our business, including the loss of customer confidence, reputational harm, our operating results and our financial condition.

With respect to third party service providers, we obligate our vendors to adhere to privacy and cybersecurity measures, and we perform risk assessments of vendors, including their ability to protect data from unauthorized access.

Satcom Direct also leases an engineering and manufacturing facility in Ottawa, Canada as well as two offices in the United States and seven offices internationally. We believe that our current facilities are adequate for the foreseeable future.