GOGO

Gogo Inc.

NASDAQ · COMMUNICATION SERVICES · COMMUNICATIONS SERVICES, NEC

2.36

−0.17 −6.72%

USD · close Oct 30

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MKT CAP $319.8MP/E —DIV YIELD —FCF YIELD -2.61%REV TTM $903.3M +30.0%NET INCOME −$850K −111.7%NET DEBT $648.1M52W 2.01 – 8.81SEC XBRL · TTM TO Invalid Date

How GOGO rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

Text kept

57%

of sentences unchanged

Added

162

new sentences

Dropped

168

sentences removed

Length

−155

words, now 21,437

New in FY2025

For the fiscal years ended December 31, 2025, 2024, and 2023, the service we provided (which excludes service provided on commercial aircraft under an ATG network sharing agreement with Intelsat) generated approximately 84%, 80%, and 78% of our revenue from operations, respectively.
Revenue from equipment sales accounted for approximately 15%, 18%, and 20% of our revenue for the fiscal years ended December 31, 2025, 2024, and 2023, respectively.
See “— Adverse economic conditions, including economic slowdowns, and geopolitical instability may have a material adverse effect on our business .” In anticipation of changing economic conditions, OEMs in particular may be more conservative in their production, which may reduce our market opportunities.
Our satellite service revenue relies on the satellites of third parties.
Components for which we rely on single-source suppliers include, among others, the antennas, routers and modems for all systems, the equipment used at our ATG cell site base stations and the HDX and FDX Terminals for our Gogo Galileo network.
Business—Company Overview—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, and have in some instances been, better able to withstand pricing pressures and the effects of periodic economic downturns, as well as win new contracts with our existing customers or prospective customers.
Within our military/government operation, we are party to certain government contracts involving the development of new products.
Additionally, in the last year, the U.S. government has increased the cybersecurity requirements that contractors must comply with, and these requirements are likely to intensify in the upcoming years.
The technology, policies, and personnel required to comply with such requirements may be expensive and difficult to deploy.
As regulatory requirements increase, the risk of material non-compliance also increases.
For more information, see “— As a U.S. government contractor to our military/government customers, 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 ability to earn revenues from our satellite services depends on the continued operation of the satellite networks provided by our third-party vendors.
Inflation, border closings, public health crises, geopolitical conflicts and proposals for, the enactment of, or increases in, tariff and other trade protection measures by the United States (including the “reciprocal” tariffs on imports from Canada, Mexico, and China) continue to adversely impact the availability and price of electronic components.
Additionally, the surging buildout of artificial intelligence-related computing infrastructure has impacted and may continue to impact the availability and pricing of electronic components necessary for our business including, without limitation, semiconductor memory and storage products, e.g., dynamic random access memory (“DRAM”) and NAND flash memory.
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; • 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 (as further discussed in “— Adverse economic conditions, including economic slowdowns, and geopolitical instability may have a material adverse effect on our business” ); • 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.
We believe that our corporate culture has been a critical component of our success, and have invested substantial time and resources in building and adapting this culture.
As we further expand our business and grow internationally, including due to the integration of Satcom Direct and the onboarding of new management, we have made significant efforts to create a unified culture for our organization and ensure a smooth transition culturally, and may in the future find it difficult to maintain such culture.
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.
As artificial intelligence (“AI”) evolves and to the extent that we use it more in our business, we may also need to train our employees to use AI effectively and/or realign certain employee roles.
As such, any related transition may be difficult, weaken employee morale and retention, and/or impair our competitiveness.
We may also face challenges in connection with designing and executing on succession plans regarding members of senior management, and these challenges may be compounded given the highly specialized nature of our business.
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.
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, and geopolitical instability may have a material adverse effect on our business.
The U.S. economy has experienced a significant inflationary effect during the last several years from, among other things, supply chain disruptions.
In addition, geopolitical risks, including those arising from political turmoil, terrorist activity and acts of civil or international hostility, are increasing.
For instance, the ongoing military conflict between Russia and Ukraine has had negative impacts on the global economy, capital markets, supply chains, and energy markets.
Furthermore, ongoing geopolitical instability in Latin America, Arctic regions, the South China Sea, and the Middle East, or the perception of such instability, may have similar negative impacts on the business environment.
In addition, other events outside of our control, including natural disasters, climate change-related events and regional or global outbreaks of contagious diseases may arise from time to time and be accompanied by governmental actions that may increase international tension.
We may be adversely affected by global climate change and other sustainability-related matters.
While the long-term effects of climate change on the global economy and the aviation industry in particular are unclear, we recognize that there are inherent climate-related risks wherever business is conducted.
Additionally, concern over climate change, including the impact of global warming and greenhouse gas (“GHG”) emissions emitted by companies in the airline and transportation industries, has led to certain adverse publicity that could harm our reputation and reduce customer demand for our services.
Ongoing climate change has also recently resulted in certain U.S. federal, state and local, as well as foreign and international, legislative and regulatory efforts to limit GHG emissions.
We may also incur additional expenses due to U.S. and international regulators requiring additional disclosures regarding GHG emissions.
Relatedly, various stakeholders, including shareholders, customers, employees, and suppliers, have become increasingly focused on sustainability matters, with these stakeholders and/or third-party organizations, evaluating the performance of companies on sustainability topics and in some cases widely publicizing the results.
Satisfying these changing rules, regulations and expectations have resulted in, and are likely to continue to result in, increased general and administrative expenses and increased management time and attention.
Companies that do not adapt to or comply with investor or other stakeholder expectations and standards, or that are perceived to have not responded appropriately to concerns regarding sustainability issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage, increased cost of capital and other adverse consequences.
Finally, in recent years, specifically in the United States, “anti-ESG” sentiment has gained momentum, with several states and Congress having proposed or enacted “anti-ESG” policies, legislation, or initiatives or issued related legal opinions.
Such anti-sustainability policies, legislation, initiatives, litigation, legal opinions, and scrutiny could result in the Company facing additional compliance obligations, becoming the subject of investigations and enforcement actions, or sustaining reputational harm.
As a result, the regulatory landscape—and the resulting focus of various stakeholders on sustainability matters—remains unclear.

and 122 more.

Gone since FY2024

For the fiscal years ended December 31, 2024, 2023 and 2022, the service we provided (which excludes service provided on commercial aircraft under an ATG network sharing agreement with Intelsat) generated approximately 80%, 78% and 71% of our revenue from operations, respectively.
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.
Revenue from equipment sales accounted for approximately 18%, 20% and 27% of our revenue for the fiscal years ended December 31, 2024, 2023 and 2022, respectively.
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.
If our dealers are unable to eliminate or mitigate these labor shortages, our business, financial condition and results of operations may be materially adversely affected.
See “— Adverse economic conditions, including economic slowdowns, may have a material adverse effect on our business .” In anticipation of changing economic conditions, OEMs in particular may be more conservative in their production, which may reduce our market opportunities.
Our satellite services business relies on the satellites of third parties.
For example, we launched Gogo Galileo using Eutelsat OneWeb as our sole LEO satellite network provider.
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.
In addition, some of our current or future competitors have developed or may develop satellite direct-to-user capabilities.
Components for which we rely on single-source suppliers include, among others, the antennas and modems for all systems, the equipment used at our ATG cell site base stations and the HDX Terminal for our Gogo Galileo network.
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 ability to earn revenues from our satellite services depends on the continued operation of the satellite networks by our third-party vendors.
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 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; • 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.
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.
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.
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).
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. ” 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.
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.
The U.S. economy has experienced a significant inflationary effect during the last several years from, among other things, supply chain disruptions and governmental stimulus or fiscal policies adopted in response to the COVID-19 pandemic and the war in Ukraine.
In addition, geopolitical risks, including those arising from political turmoil, trade tension and/or the imposition of trade tariffs, terrorist activity and acts of civil or international hostility, are increasing.
For instance, the ongoing military conflict between Russia and Ukraine has had negative impacts on the global economy, including by contributing to rapidly rising costs of living (driven largely by higher energy prices) in Europe and created uncertainty in the global capital markets and is expected to have further global economic consequences, including disruptions of energy markets.
Further, other events outside of our control, including natural disasters, climate change-related events and regional or global outbreaks of contagious diseases may arise from time to time and be accompanied by governmental actions that may increase international tension.
Attention to climate change, conservation measures, and other ESG matters may adversely impact our business.
Concern over climate change, including the impact of global warming, has in recent years led to significant U.S. and international legislative and regulatory efforts to limit greenhouse gas (“GHG”) emissions.
See “ — We may be affected by global climate change or by legal and regulatory responses to such change. ” Increased awareness and any adverse publicity in the global marketplace about the GHGs emitted by companies in the airline and transportation industries could harm our reputation and reduce customer demand for our services.
In addition, other stakeholders, including shareholders, customers, employees, regulators and suppliers, have also been focused on ESG matters.
In addition to the changing rules and regulations related to ESG matters imposed by governmental and self-regulatory organizations, especially in European jurisdictions, a variety of third-party organizations, institutional investors and customers evaluate the performance of companies on ESG topics, and the results of these assessments are widely publicized.
These changing rules, regulations and stakeholder expectations have resulted in, and are likely to continue to result in, increased general and administrative expenses and increased management time and attention spent complying with or meeting such regulations and expectations.
Reduced access to or increased cost of capital may occur as financial institutions and investors increase expectations related to ESG matters.
Companies that do not adapt to or comply with investor or other stakeholder expectations and standards, or that are perceived to have not responded appropriately to concerns regarding ESG issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage and other adverse consequences.
In addition, in recent years, specifically in the United States, “anti-ESG” sentiment has gained momentum, with several states and Congress having proposed or enacted “anti-ESG” policies, legislation, or initiatives or issued related legal opinions, and the new U.S. presidential administration having recently issued an executive order opposing diversity equity and inclusion (“DEI”) initiatives in the private sector and executive orders to pursue deregulation in environmental and climate-change-related topics.
Such anti-ESG and anti-DEI-related policies, legislation, initiatives, litigation, legal opinions, and scrutiny could result in the Company facing additional compliance obligations, becoming the subject of investigations and enforcement actions, or sustaining reputational harm.
As a result, the regulatory landscape—and the resulting focus of various stakeholders on sustainability and other ESG matters—remains unclear.
In addition, to the extent we consummate acquisitions or other related transactions, these completed acquisitions may entail further risks, including: unanticipated costs and liabilities of the acquired businesses, including environmental liabilities, that could materially adversely affect our results of operations; increased regulatory compliance relating to the acquired business; difficulties in assimilating acquired businesses, their personnel and their financial reporting systems, which would prevent the expected benefits from the transaction from being realized within the anticipated timeframe; negative effects on existing business relationships with suppliers and customers; and loss of key employees of the acquired businesses or our business.
See “— Risks Related to the Satcom Direct Acquisition ”.

and 128 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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