Document And Entity Information
Document And Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 25, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Interactive Data Current | Yes | ||
Entity Central Index Key | 0001537054 | ||
Document Fiscal Period Focus | FY | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Entity Registrant Name | Gogo Inc. | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Common Stock, Shares Outstanding | 110,878,382 | ||
Entity Address, Country | CO | ||
Document Transition Report | false | ||
Document Annual Report | true | ||
Entity File Number | 001-35975 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 27-1650905 | ||
Entity Address, Address Line One | 105 Edgeview Dr., | ||
Entity Address, Address Line Two | Suite 300 | ||
Entity Address, City or Town | Broomfield | ||
Entity Address, Postal Zip Code | 80021 | ||
City Area Code | 303 | ||
Local Phone Number | 301-3271 | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
ICFR Auditor Attestation Flag | true | ||
Entity Public Float | $ 542,628,842 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive Proxy Statement for its Annual Meeting of Stockholders scheduled to be held June 7, 2022 are incorporated by reference into Part III of this Form 10-K. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2021 . | ||
Auditor Firm ID | 34 | ||
Auditor Name | Deloitte & Touche LLP | ||
Auditor Location | Chicago, Illinois | ||
Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common stock, par value $0.0001 per share | ||
Trading Symbol | GOGO | ||
Security Exchange Name | NASDAQ | ||
Preferred Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Preferred Stock Purchase Rights | ||
Trading Symbol | GOGO | ||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 145,913 | $ 435,345 |
Accounts receivable, net of allowances of $894 and $1,044, respectively | 37,730 | 39,833 |
Inventories | 33,976 | 28,114 |
Prepaid expenses and other current assets | 32,295 | 8,934 |
Total current assets | 249,914 | 512,226 |
Non-current assets: | ||
Property and equipment, net | 63,672 | 63,493 |
Intangible assets, net | 49,554 | 52,693 |
Operating lease right-of-use assets | 70,989 | 33,690 |
Other non-current assets, net of allowances of $455 and $375, respectively | 28,425 | 11,486 |
Deferred income taxes | 185,133 | 0 |
Total non-current assets | 397,773 | 161,362 |
Total assets | 647,687 | 673,588 |
Current liabilities: | ||
Accounts payable | 17,203 | 11,013 |
Accrued liabilities | 59,868 | 83,009 |
Deferred revenue | 1,825 | 3,113 |
Current portion of long-term debt | 109,620 | 341,000 |
Total current liabilities | 188,516 | 438,135 |
Non-current liabilities: | ||
Long-term debt | 694,760 | 827,968 |
Non-current operating lease liabilities | 77,329 | 38,018 |
Other non-current liabilities | 7,236 | 10,581 |
Total non-current liabilities | 779,325 | 876,567 |
Total liabilities | 967,841 | 1,314,702 |
Stockholders’ deficit | ||
Common stock, par value $0.0001 per share; 500,000,000 shares authorized at December 31, 2021 and 2020; 117,407,468 and 91,086,191 shares issued at December 31, 2021 and 2020, respectively; and 110,791,954 and 85,990,499 shares outstanding at December 31, 2021 and 2020, respectively | 11 | 9 |
Additional paid-in capital | 1,258,477 | 1,088,590 |
Accumulated other comprehensive income ( loss) | 1,789 | (1,013) |
Treasury stock, at cost | (128,803) | (98,857) |
Accumulated deficit | (1,451,628) | (1,629,843) |
Total stockholders’ deficit | (320,154) | (641,114) |
Total liabilities and stockholders’ deficit | $ 647,687 | $ 673,588 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Allowances on accounts receivable | $ 894 | $ 1,044 |
Other non-current assets, net of allowances | $ 455 | $ 375 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 117,407,468 | 91,086,191 |
Common stock, shares outstanding | 110,791,954 | 85,990,499 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue: | |||
Total revenue | $ 335,716 | $ 269,718 | $ 308,985 |
Operating expenses: | |||
Cost of service revenue (exclusive of items shown below) | 56,103 | 45,073 | 42,142 |
Cost of equipment revenue (exclusive of items shown below) | 46,092 | 39,299 | 51,744 |
Engineering, design and development | 24,874 | 25,227 | 26,013 |
Sales and marketing | 20,985 | 15,135 | 21,236 |
General and administrative | 51,554 | 54,467 | 54,628 |
Depreciation and amortization | 15,482 | 14,166 | 16,690 |
Total operating expenses | 215,090 | 193,367 | 212,453 |
Operating income | 120,626 | 76,351 | 96,532 |
Other (income) expense: | |||
Interest income | (191) | (722) | (4,000) |
Interest expense | 67,472 | 125,787 | 130,473 |
Loss on extinguishment of debt and settlement of convertible notes | 83,961 | 0 | 57,962 |
Other (income) expense | 25 | 9 | 31 |
Total other expense | 151,267 | 125,056 | 184,466 |
Loss from continuing operations before income taxes | (30,641) | (48,705) | (87,934) |
Income tax provision (benefit) | (187,230) | (146) | 563 |
Net income (loss) from continuing operations | 156,589 | (48,559) | (88,497) |
Net income (loss) from discontinued operations | (3,854) | (201,477) | (57,507) |
Net income (loss) | $ 152,735 | $ (250,036) | $ (146,004) |
Net income (loss) attributable to common stock per share - basic: | |||
Continuing operations | $ 1.50 | $ (0.59) | $ (1.10) |
Discontinued operations | (0.04) | (2.45) | (0.71) |
Net income (loss) attributable to common stock per share-basic | 1.46 | (3.04) | (1.81) |
Net income (loss) attributable to common stock per share - diluted: | |||
Continuing operations | 1.28 | (0.59) | (1.10) |
Discontinued operations | 0 | (2.45) | (0.71) |
Net income (loss) attributable to common stock per share - diluted | $ 1.28 | $ (3.04) | $ (1.81) |
Basic | 103,400 | 82,266 | 80,766 |
Diluted | 127,205 | 82,266 | 80,766 |
Service [Member] | |||
Revenue: | |||
Total revenue | $ 259,583 | $ 211,987 | $ 221,922 |
Product [Member] | |||
Revenue: | |||
Total revenue | $ 76,133 | $ 57,731 | $ 87,063 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Statement Of Income And Comprehensive Income [Abstract] | |
Net income (loss) | $ 152,735 |
Other comprehensive income (loss), net of tax | |
Currency translation adjustments, net of tax | 53 |
Cash flow hedges: | |
Net unrealized loss | 2,747 |
Amount realized and reclassified to earnings | (2) |
Changes in fair value of cash flow hedges | 2,749 |
Other comprehensive income (loss), net of tax | 2,802 |
Comprehensive income (loss) | $ 155,537 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities from continuing operations: | |||
Net income (loss) | $ 156,589 | $ (48,559) | $ (88,497) |
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: | |||
Depreciation and amortization | 15,482 | 14,166 | 16,690 |
Loss on asset disposals, abandonments and write-downs | 141 | 64 | 496 |
Provision for expected credit losses | 284 | 1,071 | 0 |
Deferred income taxes | (187,320) | (232) | 178 |
Stock-based compensation expense | 13,345 | 7,808 | 8,654 |
Amortization of deferred financing costs | 4,661 | 5,892 | 5,260 |
Accretion and amortization of debt discount and premium | 419 | 13,908 | 14,711 |
Loss on extinguishment of debt and settlement of convertible notes | 83,961 | 0 | (57,962) |
Changes in operating assets and liabilities: | |||
Accounts receivable | 1,925 | 1,315 | (9,023) |
Inventories | (5,862) | 7,091 | 11,666 |
Prepaid expenses and other current assets | (20,844) | (277) | 1,144 |
Contract assets | (5,638) | (9,439) | (2,547) |
Accounts payable | 3,806 | 4,963 | (264) |
Accrued liabilities | 14,099 | 4,470 | 2,245 |
Deferred revenue | (1,282) | 898 | (260) |
Accrued interest | (8,604) | 787 | (29,646) |
Other non-current assets and liabilities | 1,535 | 587 | (1,641) |
Net cash provided by (used in) operating activities from continuing operations | 66,697 | 4,513 | (12,872) |
Investing activities from continuing operations: | |||
Proceeds from sale of property and equipment | 1,000 | 0 | 0 |
Purchases of property and equipment | (4,264) | (1,818) | (1,490) |
Acquisition of intangible assets—capitalized software | (4,396) | (7,172) | (4,983) |
Redemptions of short-term investments | 39,323 | ||
Purchase of interest rate cap | (8,629) | 0 | |
Net cash provided by (used in) investing activities from continuing operations | (16,289) | (8,990) | 32,850 |
Financing activities from continuing operations: | |||
Proceeds from credit facility draw | 0 | 26,000 | 0 |
Repayments of amounts drawn from credit facility | 0 | (26,000) | 0 |
Repurchase of convertible notes | 0 | (2,498) | (159,502) |
Proceeds from issuance of senior secured notes | 0 | 51,750 | 920,683 |
Redemption of senior secured notes | (1,023,146) | 0 | (741,360) |
Proceeds from term loan, net of discount | 721,375 | 0 | |
Payments on term loan | (3,625) | 0 | 0 |
Payment of debt issuance costs | (21,103) | 0 | (22,976) |
Payments on finance leases | (145) | (546) | |
Stock-based compensation activity | (4,393) | (4,227) | 325 |
Net cash provided by (used in) financing activities from continuing operations | (331,037) | 44,479 | (2,830) |
Cash flows from discontinued operations: | |||
Net cash provided by (used in) operating activities | (1,211) | (137,200) | 76,933 |
Net cash provided by (used in) investing activities | (7,802) | 357,393 | (106,559) |
Net cash used in financing activities | 0 | (54) | (713) |
Net cash provided by (used in) discontinued operations | (9,013) | 220,139 | (30,339) |
Effect of foreign exchange rate changes on cash | 40 | (1,946) | (250) |
Increase (decrease) in cash, cash equivalents and restricted cash | (289,602) | 258,195 | (13,441) |
Cash, cash equivalents and restricted cash at beginning of period | 435,870 | 177,675 | 191,116 |
Cash, cash equivalents and restricted cash at end of period | 146,268 | 435,870 | 177,675 |
Less: current restricted cash | 25 | 525 | 560 |
Less: non-current restricted cash | 330 | 7,099 | |
Cash and cash equivalents at end of period | 145,913 | 435,345 | 170,016 |
Supplemental Cash Flow Information: | |||
Cash paid for interest | 71,114 | 106,051 | 140,833 |
Cash paid for taxes | 376 | 401 | 490 |
Non-cash investing activities: | |||
Purchases of property and equipment in current liabilities | $ 6,126 | $ 84 | $ 82 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Revision of Prior Period Accounting Standards Update Adjustment [Member] | Common Stock | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Revision of Prior Period Accounting Standards Update Adjustment [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member]Revision of Prior Period Accounting Standards Update Adjustment [Member] | Treasury Stock [Member] |
Beginning Balance at Dec. 31, 2018 | $ (268,761) | $ 9 | $ 963,458 | $ (3,554) | $ (1,228,674) | ||||
Beginning Balance, Shares at Dec. 31, 2018 | 87,560,694 | ||||||||
Net income (loss) | (146,004) | (146,004) | |||||||
Currency translation adjustments, net of tax | 1,298 | 1,298 | |||||||
Stock-based compensation expense | 16,511 | 16,511 | |||||||
Issuance of common stock upon exercise of stock options | 16 | 16 | |||||||
Issuance of common stock upon exercise of stock options, Shares | 3,338 | ||||||||
Issuance of common stock upon vesting of restricted stock units and restricted stock awards, Shares | 372,030 | ||||||||
Tax withholding related to vesting of restricted stock units | (865) | (865) | |||||||
Issuance of common stock in connection with employee stock purchase plan | 1,174 | 1,174 | |||||||
Issuance of common stock in connection with employee stock purchase plan, Shares | 304,815 | ||||||||
Repurchase of 2020 Convertible Notes | (795) | (795) | |||||||
Ending Balance at Dec. 31, 2019 | (398,890) | $ (1,464) | $ 9 | 979,499 | (2,256) | (1,376,142) | $ (1,464) | ||
Ending Balance, Shares at Dec. 31, 2019 | 88,240,877 | ||||||||
Net income (loss) | (250,036) | (250,036) | |||||||
Currency translation adjustments, net of tax | 1,243 | 1,243 | |||||||
Stock-based compensation expense | 14,458 | 14,458 | |||||||
Issuance of common stock upon exercise of stock options | 262 | 262 | |||||||
Issuance of common stock upon exercise of stock options, Shares | 87,104 | ||||||||
Issuance of common stock upon vesting of restricted stock units and restricted stock awards, Shares | 2,376,709 | ||||||||
Tax withholding related to vesting of restricted stock units | (5,470) | (5,470) | |||||||
Issuance of common stock in connection with employee stock purchase plan | 984 | $ 1 | 983 | ||||||
Issuance of common stock in connection with employee stock purchase plan, Shares | 363,209 | ||||||||
Settlement of prepaid forward shares | $ (1) | 98,858 | $ (98,857) | ||||||
Settlement of prepaid forward shares, Shares | (5,077,400) | 5,077,400 | |||||||
Ending Balance at Dec. 31, 2020 | (641,114) | (3,665) | $ 9 | 1,088,590 | (1,013) | (1,629,843) | (3,665) | $ (98,857) | |
Ending Balance, Shares at Dec. 31, 2020 | 85,990,499 | 5,077,400 | |||||||
Net income (loss) | 152,735 | 152,735 | |||||||
Currency translation adjustments, net of tax | 53 | 53 | |||||||
Fair value adjustments of cash flow hedge, net of tax | 2,749 | 2,749 | |||||||
Stock-based compensation expense | 37,318 | 37,318 | |||||||
Issuance of common stock upon exercise of stock options | 1,780 | 1,780 | |||||||
Issuance of common stock upon exercise of stock options, Shares | 591,930 | ||||||||
Issuance of common stock upon vesting of restricted stock units and restricted stock awards, Shares | 1,346,008 | ||||||||
Tax withholding related to vesting of restricted stock units | (6,708) | (6,708) | |||||||
Issuance of common stock in connection with employee stock purchase plan | 535 | 535 | |||||||
Issuance of common stock in connection with employee stock purchase plan, Shares | 48,560 | ||||||||
Settlement Of Convertible Notes Shares | 24,353,006 | ||||||||
Settlement of convertible notes | 154,441 | $ 2 | 154,439 | ||||||
Settlement of prepaid forward shares | 29,946 | $ (29,946) | |||||||
Settlement of prepaid forward shares, Shares | (1,538,049) | 1,538,049 | |||||||
Ending Balance at Dec. 31, 2021 | $ (320,154) | $ (21,943) | $ 11 | $ 1,258,477 | $ (47,423) | $ 1,789 | $ (1,451,628) | $ 25,480 | $ (128,803) |
Ending Balance, Shares at Dec. 31, 2021 | 110,791,954 | 6,615,449 |
Background
Background | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Background | 1. Background Gogo (“we”, “us,” “our”) is the world’s largest provider of broadband connectivity services for the business aviation market. Our mission is to provide ground-like connectivity to every passenger on every flight around the globe, enabling superior passenger experiences and efficient flight operations. To accomplish our mission, we design, build and operate dedicated air-to-ground (“ATG”) networks, engineer and maintain in-flight systems of proprietary hardware and software, and deliver customizable connectivity and wireless entertainment services and global support capabilities to our aviation partners. Our services include narrowband satellite-based voice and data services through our strategic alliances with satellite providers. On December 1, 2020, we completed the previously announced sale of our commercial aviation (“CA”) business to a subsidiary of Intelsat Jackson Holdings S.A. (“Intelsat”) for a purchase price of $ 400.0 million in cash, subject to certain adjustments (the “Transaction”). At the closing of the Transaction, the parties entered into certain ancillary agreements, including a transition services agreement, an intellectual property license agreement and commercial agreements. These agreements include an ATG network sharing agreement, pursuant to which we provide certain in-flight connectivity services on our current ATG network and, when available, our Gogo 5G network, subject to certain revenue sharing obligations. Under the ATG network sharing agreement, Intelsat has exclusive access to the ATG network for commercial aviation in North America, subject to minimum revenue guarantees starting at $ 5.0 million in the first year of the agreement. As a result of the Transaction, the CA business is reported in discontinued operations and all periods presented in this Form 10-K have been conformed to present the CA business as a discontinued operation. We report the financial results of discontinued operations separately from continuing operations to distinguish the financial impact of disposal transactions from ongoing operations. Discontinued operations reporting occurs only when the disposal of a component or a group of components (i) meets the held-for-sale classification criteria or is disposed of by sale or other than by sale, and (ii) represents a strategic shift that will have a major effect on our operations and financial results. The results of operations and cash flows of a discontinued operation are restated for all comparative periods presented. Unless otherwise noted, discussion in these Notes to Consolidated Financial Statements refers to our continuing operations. Refer to Note 2, "Discontinued Operations," for further information. Prior to the closing of the Transaction, we historically reported our results of operations in three segments: Commercial Aviation-North America (“CA-NA”), Commercial Aviation-Rest of World (“CA-ROW”) and Business Aviation. We managed and reported these businesses separately, as they generally did not share the same customer base, had different products, pricing and expense structures, and measured operating performance and allocated resources on different bases. As a result of the Transaction, we operate in a single distinct business segment, Business Aviation, for which operating performance is measured and resources are allocated on a consolidated basis, consistent with the financial information regularly reviewed by the chief operating decision maker, our CEO. Therefore, we now report one business segment, comprised of our continuing operations. As we do not have multiple segments, we do not present segment information in this Annual Report on Form 10-K. Our revenue from customers domiciled outside of the United States accounted for less than 10 % of our total revenue for the years ended December 31, 2021, 2020 and 2019. Our assets outside of the United States as of December 31, 2021 and 2020 were immaterial. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Discontinued Operations | 2. Discontinued Operations As discussed in Note 1, "Background," on December 1, 2020, we completed the sale of our CA business to Intelsat. As a result of the Transaction, the CA business is reported for all periods as discontinued operations. The following table summarizes the results of discontinued operations which are presented as Net loss from discontinued operations, net of tax, in our consolidated statements of operations (in thousands) : For the Years Ended December 31, 2021 2020 2019 Revenue: Service revenue $ — $ 192,616 $ 442,431 Equipment revenue — 40,483 84,310 Total revenue — 233,099 526,741 Operating expenses: Cost of service revenue (exclusive of items shown below) — 145,958 255,706 Cost of equipment revenue (exclusive of items shown below) — 33,978 82,984 Engineering, design and development — 57,167 82,597 Sales and marketing — 24,121 27,920 General and administrative 6,283 40,551 35,215 Impairment of long-lived assets — 47,375 — Depreciation and amortization — 119,827 102,127 Total operating expenses 6,283 468,977 586,549 Operating loss ( 6,283 ) ( 235,878 ) ( 59,808 ) Other (income) expense: Gain on sale of CA business ( 1,598 ) ( 37,958 ) — Other (income) expense — 3,134 ( 2,744 ) Total other (income) expense: ( 1,598 ) ( 34,824 ) ( 2,744 ) Loss before income taxes ( 4,685 ) ( 201,054 ) ( 57,064 ) Income tax provision (benefit) ( 831 ) 423 443 Net loss from discontinued operations, net of tax $ ( 3,854 ) $ ( 201,477 ) $ ( 57,507 ) The following discussion relates entirely to discontinued operations. Gain on sale – Upon the closing of the Transaction on December 1, 2020, we received initial gross proceeds of $ 386.3 million, which reflects the $ 400.0 million purchase price, adjusted for cash, debt, transaction expenses and working capital. The final purchase price was subject to change due to customary post-closing purchase price adjustment procedures set forth in the purchase and sale agreement between Gogo and Intelsat, that were not yet complete. As the post-closing purchase price adjustment was not yet finalized and therefore represented a contingent gain, $ 9.4 million was recorded as a deferred gain on sale included within Accrued liabilities as of December 31, 2020. During December 2020, we recognized within Gain on sale of CA business a pretax gain on sale of $ 38.0 million, computed as the $386.3 million of initial gross proceeds less (i) the potential $ 9.4 million post-closing purchase price adjustment not yet finalized, (ii) the carrying value of the assets and liabilities transferred in the Transaction and (iii) Transaction-related costs. In October 2021, the independent accounting firm engaged to resolve a dispute between the parties regarding the working capital matter determined the final amount of the working capital adjustments to be $ 7.8 million. In the fourth quarter of 2021, Gogo paid Intelsat the $7.8 million and recognized an additional Gain on sale of CA business of $ 1.6 million. Stock-based compensation – In August 2020, the Compensation Committee of our Board of Directors (the “Compensation Committee”) approved modifications to the vesting conditions and exercise periods of outstanding equity compensation awards held by certain of our then-current employees who became employees of Intelsat in the Transaction. These modifications became effective upon the consummation of the Transaction. Pursuant to such modifications, the options and restricted stock units (“RSUs”) held by Intelsat employees generally vested on the earlier of (i) the original vesting date and (ii) December 1, 2021; provided that the employee did not voluntarily resign from and was not terminated for cause by Intelsat prior to such date. Certain of these awards vested based on conditions that are not classified as a service, market or performance condition and as a result such awards were classified as a liability. Other than mark-to-market adjustments, a ll costs related to stock-based compensation for our prior employees who became employees of Intelsat in the Transaction were recognized as of December 31, 2020. For the year ended December 31, 2021, $ 24.0 million was reclassified from Accrued liabilities to Additional paid-in capital as the awards vested during the period. As of December 31, 2021, there were no remaining liability-classified awards. The following is a summary of our stock-based compensation expense by operating expense line contained within the results of discontinued operations for the years December 31, 2021, 2020 and 2019 (in thousands) : 2021 2020 2019 Cost of service revenue $ — $ 7,647 $ 1,497 Cost of equipment revenue — — — Engineering, design and development — 5,836 2,398 Sales and marketing — 7,911 2,144 General and administrative 4,817 4,413 1,819 Total stock-based compensation expense $ 4,817 $ 25,807 $ 7,858 See Note 15, "Stock-Based Compensation and 401(k) Plan," for additional information on our stock-based compensation plans. Other Costs Classified to Discontinued Operations – During the year ended December 31, 2021, we incurred $ 1.5 million of additional costs (exclusive of the gain on sale, stock-based compensation expense noted above and income tax benefit) primarily due to employer-paid taxes arising from the exercise of stock options by former employees then employed by Intelsat. Change in estimates – During the second quarter of 2020, our agreement with Delta Air Lines, Inc. (“Delta”) to provide 2Ku service on certain Delta aircraft was amended to change the contract expiration date from February 2027 with respect to all aircraft to a staggered, fleet by fleet expiration schedule under which expiration dates will occur between November 2020 and July 2022 (the “Delta amendment”). As a result, the useful lives of the equipment installed on these fleets were shortened to align with the expiration dates in the amended agreement. The change in estimated useful lives resulted in approximately $ 41.0 million of accelerated depreciation during the year ended December 31, 2020. We ceased depreciating these assets and other depreciable assets included as part of discontinued operations when the CA business was classified as held for sale. Additionally, the amortization periods for the remaining deferred airborne lease incentives associated with the equipment installed on the 2Ku fleets were shortened to align with the new expiration dates, which resulted in approximately $ 42.0 million of accelerated amortization during the year ended December 31, 2020. Amortization of deferred airborne lease incentives is a reduction to cost of service revenue. Credit Losses – During the year ended December 31, 2020, we recorded $ 10.7 million of provisions for expected credit losses, primarily related to one international airline partner entering bankruptcy administration, while we had recoveries of approximately $ 0.6 million. Arrangements with commercial airlines – For our divested CA business, pursuant to contractual agreements with our airline partners, we placed our equipment on commercial aircraft operated by the airlines in order to deliver our service to passengers on the aircraft. We had two types of commercial airline arrangements: turnkey and airline-directed. Under the airline-directed model, we transferred control of the equipment to the airline and therefore the airline was our customer in these transactions. Under the turnkey model, we had not transferred control of our equipment to our airline partner and, as a result, the airline passenger was deemed to be our customer. Transactions with our airline partners under the turnkey model were accounted for as an operating lease of space on an aircraft. We recognized $ 71.2 million and $ 28.6 million, respectively, for the years ended December 31, 2020 and 2019 as a reduction to our cost of service revenue from the amortization of deferred airborne lease incentives. The increase during the year ended December 31, 2020 was due to the Delta amendment. Under the turnkey model, the revenue share paid to our airline partners represented operating lease payments. These payments were deemed to be contingent rental payments as the payments due to each airline were based on a percentage of our CA service revenue generated from that airline’s passengers, which was unknown until realized. Therefore, we estimated the lease payments due to an airline at the commencement of our contract with such airline. This rental expense is included in cost of service revenue and is partially offset by the amortization of the deferred airborne lease incentives discussed above. Due to the accelerated amortization resulting from the Delta amendment and a significant reduction in revenue share as a result of COVID-19, the amortization of deferred airborne lease incentives exceeded our revenue share expense by $ 49.1 million for the year ended December 31, 2020. We incurred net rental expense of $ 25.1 million for the year ended December 31, 2019. Asset impairment – We reviewed our long-lived assets, including property and equipment, right-of-use assets, and other non-current assets, for potential impairment whenever events indicated that the carrying amount of such assets might not be recoverable. We performed this review by comparing the carrying value of the long-lived assets to the estimated future undiscounted cash flows expected to result from the use of the assets. We grouped certain long-lived assets by airline contract and by technology. If we determined that an impairment existed, the amount of the impairment was computed as the difference between the asset group’s carrying value and its estimated fair value, following which the assets were written down to their estimated fair values. In light of the COVID-19 pandemic and its impact on air travel, including decreased flights, decreased gross passenger opportunity and our airline partners’ temporary parking of a significant number of their aircraft, we conducted a review as of March 31, 2020 and determined that the carrying values for the asset groups related to three of our airline agreements for the CA business exceeded their estimated undiscounted cash flows, which triggered the need to estimate the fair value of these assets. Fair value reflects our best estimate of the discounted cash flows of the impaired assets. For the airborne assets and right-of-use assets associated with the three airline agreements (the “impaired assets”), we recorded an impairment charge of $ 46.4 million for the three-month period ended March 31, 2020, reflecting the difference between the carrying value and the estimated fair value of the impaired assets. We conducted another review as of June 30, 2020 due to the continuation of the COVID-19 pandemic as well as the signing of the Delta amendment and determined that $ 1.0 million of deferred STC costs was impaired due to the bankruptcy of three airline partners. As such, we recorded a $ 1.0 million charge for impairment of long-lived assets for the three-month period ended June 30, 2020. For the year ended December 31, 2020, charges recorded for impairments of long-lived assets totaled $ 47.4 million. No such charges were recorded for the year ended December 31, 2019. Revenue Recognition We account for revenue in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”). CA’s airline-directed contracts contain multiple performance obligations, which primarily include the sale of equipment, installation services, connectivity services and entertainment services. For these contracts, we accounted for each distinct good or service as a separate performance obligation. We allocated the contract’s transaction price to each performance obligation using the relative standalone selling price, which was based on the actual selling price for any good or service sold separately to a similar class of customer, if available. To the extent a good or service was not sold separately, we used our best estimate of the standalone selling price and maximized the use of observable inputs. The primary method we used to estimate the standalone selling price was the expected cost-plus margin approach. The contractual consideration used for allocation purposes includes connectivity and entertainment services, which may be based on a fixed monthly fee per aircraft or a variable fee based on the volume of connectivity activity, or a combination of both. Examples of variable consideration within CA’s airline contracts include megabyte overages and pay-per-use sessions. We constrained our estimates to reduce the probability of a significant revenue reversal in future periods, allocated variable consideration to the identified performance obligations and recognized revenue in the period the services were provided. Our estimates were based on historical experience, anticipated future performance, market conditions and our best judgment at the time. For 2020, our estimates included management’s best assumptions for the continued impact of COVID-19, which included decreased flights and gross passenger opportunity (“GPO”). A significant change in one or more of these estimates could have affected estimated contract value. For example, estimates of variable revenue within certain contracts required estimation of the number of sessions or megabytes that would be purchased over the contract term and the average revenue per connectivity session, which varies based on the connectivity options available to passengers on each airline. Estimated revenue under these contracts anticipated increases in take rates over time and assumed an average revenue per session consistent with our historical experience. We regularly reviewed and updated our estimates, especially in light of COVID-19, and recognized adjustments under the cumulative catch-up method. Any adjustments under this method were recorded as a cumulative adjustment in the period identified and revenue for future periods was recognized using the new adjusted estimate. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Principles of Consolidation – The consolidated financial statements include our wholly owned subsidiaries. All intercompany transactions and account balances have been eliminated. Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates the significant estimates and bases such estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances. However, actual results could differ materially from those estimates. Significant Risks and Uncertainties - Our operations are subject to certain risks and uncertainties, including without limitation those associated with continuing losses, fluctuations in operating results, funding of our growth, implementation of our technology roadmap, strategic alliances, relationships with customers, suppliers and dealers, financing terms that may restrict operations, regulatory issues, competition, COVID-19, the economy, technology trends and evolving industry standards. Cash, Cash Equivalents and Short-Term Investments - We consider cash and cash equivalents to be short-term, highly liquid investments that have the following characteristics: readily convertible to known amounts of cash, so near their maturities that there is insignificant risk of changes in value due to any changes in market interest rates, and having maturities of three months or less when purchased. We continually monitor positions with, and the credit quality of, the financial institutions with which we invest. The carrying amounts reported in the balance sheets for cash and cash equivalents approximate the fair market value of these assets. We consider short-term investments to be investments with maturities of twelve months or less (but greater than three months). Restricted Cash - Certain cash amounts are restricted as to use and are classified outside of cash and cash equivalents. Cash amounts with restrictions of twelve months or less are included in Prepaid expenses and other current assets and amounts restricted for greater than twelve months are included in Other non-current assets in our consolidated balance sheets. Our restricted cash balances were $ 0.4 million and $ 0.5 million , respectively, as of December 31, 2021 and 2020. The balance as of December 31, 2021 consisted primarily of a letter of credit issued for the benefit of the landlord of our new office location in Chicago, IL. The balance as of December 31, 2020 consisted of a letter of credit issued for the benefit of the landlord of our current office location in Broomfield, CO which was no longer required as of December 31, 2021. Concentrations of Credit Risk - Financial instruments that potentially subject us to a concentration of credit risk consist principally of cash and cash equivalents. All cash and cash equivalents are invested with creditworthy financial institutions. Income Tax - We use an asset- and liability-based approach in accounting for income taxes. Deferred income tax assets and liabilities are recorded for tax attributes and are based on the differences between the financial statement and tax basis of assets and liabilities, applying enacted statutory tax rates in effect for the year in which the tax differences are expected to reverse. We regularly assess the need for a valuation allowance related to our deferred income tax assets to determine, based on the weight of the available positive and negative evidence, whether it is more likely than not that some or all of such deferred assets will not be realized. We also consider the existence of any uncertain tax positions and, as necessary, provide a reserve for any uncertain tax positions at each reporting date. See Note 16, "Income Tax," for further details. Inventories - Inventories consist primarily of telecommunications systems and parts and are recorded at the lower of average cost or market. We evaluate the need for write-downs associated with obsolete, slow-moving and nonsalable inventory by reviewing net realizable inventory values on a periodic basis. See Note 6, "Inventories," for further details. Property and Equipment and Depreciation - Property and equipment, including leasehold improvements, are stated at historical cost, less accumulated depreciation. Network asset inventory and construction in progress, which include materials, transmission and related equipment, interest and other costs relating to the construction and development of our network, are not depreciated until they are put into service. Network equipment consists of switching equipment, antennas, base transceiver stations, site preparation costs, and other related equipment used in the operation of our network. Depreciation expense totaled $ 7.9 million , $ 7.9 million and $ 10.6 million for the years ended December 31, 2021, 2020 and 2019 , respectively. Subsequent to the issuance of the Company’s 2020 consolidated financial statements, the Company determined that the depreciation expense amounts disclosed in the footnotes to the 2020 Form 10-K represented both depreciation and amortization expense and thus were overstated by $ 6.3 million and $ 6.1 million for the years ended December 31, 2020 and 2019, respectively. During the current year, the Company corrected these disclosed depreciation expense amounts in the footnote. These disclosure adjustments did not impact the amounts recorded in the consolidated financial statements and the Company believes the disclosure adjustments are not material. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives for owned assets, which are as follows: Office equipment, furniture, fixtures and other 3 - 5 years Leasehold improvements 7 - 15 years Network equipment 5 - 25 years See Note 7, "Composition of Certain Balance Sheet Accounts," for further details. Improvements to leased property are depreciated over the shorter of the useful life of the improvement or the term of the related lease. We reassess the useful lives of leasehold improvements when there are changes to the terms of the underlying lease. Such reassessment has resulted in the useful life of specific assets being adjusted to a shorter period than originally estimated, resulting in an increase in annual depreciation expense for those assets. Repairs and maintenance costs are expensed as incurred. Software Development Costs - We capitalize costs for network and non-network software developed or obtained for internal use during the application development stage. These costs include purchased software and direct costs associated with the development and configuration of internal use software that supports the operation of our service offerings. These costs are included in Intangible assets, net, in our consolidated balance sheets and, when the software is placed in service, are amortized on a straight-line basis over their estimated useful lives. Costs incurred in the preliminary project and post-implementation stages, as well as maintenance and training costs, are expensed as incurred. With respect to software sold as part of our equipment sales, we capitalize software development costs once technological feasibility has been established. Such capitalized software costs are amortized on a product-by-product basis over the remaining estimated economic life of the product, based on the greater of the ratio that current gross revenues for a product bear to the total of current and anticipated future gross revenues for that product or the straight-line method. Intangible Assets - Intangible assets with indefinite lives are not amortized but are reviewed for impairment at least annually or whenever events or circumstances indicate the carrying value of the asset may not be recoverable. Our FCC Licenses, as defined in Note 9, "Intangible Assets," are our only material indefinite-lived intangible assets. We perform our annual impairment test of our FCC Licenses during the fourth quarter of each fiscal year. We assess qualitative factors to determine the likelihood of impairment. Our qualitative analysis includes, but is not limited to, assessing the changes in macroeconomic conditions, regulatory environment, industry and market conditions, financial performance versus budget and any other events or circumstances specific to the FCC Licenses. If it is more likely than not that the fair value of the FCC Licenses is greater than the carrying value, no further testing is required. If our qualitative analysis indicates more testing is required, or if we elect not to perform a qualitative analysis, we will apply the quantitative impairment test method. Our quantitative impairment testing of the FCC Licenses uses the Greenfield method, an income-based approach. When performing this quantitative impairment testing, we estimate the value of our FCC spectrum licenses by calculating the present value of the cash flows of a hypothetical new market participant whose only assets are such licenses to determine the fair value of the FCC licenses. The estimate takes into account all costs and expenses necessary to build the Company’s infrastructure during the start-up period, projected revenue, and cash flows once the infrastructure is completed. Since there is limited corroborating data available in the marketplace that would demonstrate a market participant’s experience in establishing an “air-to-ground” business, we utilize our historic results and future projections as the underlying basis for the application of the Greenfield method. We follow the traditional discounted cash flow method, calculating the present value of a new market participant’s estimated debt free cash flows, based on our historical weighted average cost of capital, adjusted to reflect the cost of capital for a new market participant. Although we believe our projected future operating results and cash flows and related estimates regarding fair values are based on reasonable assumptions, projected operating results and cash flows may not always be achieved. The failure to achieve one or more of our assumptions regarding projected operating results and cash flows in the near term or long term could reduce the estimated fair value below carrying value and result in the recognition of an impairment charge. The results of our annual indefinite-lived intangible asset impairment assessments for 2021, 2020 and 2019 indicated no impairment. Intangible assets that are deemed to have a finite life are amortized over their useful lives as follows: Software 3 - 8 years OEM and dealer relationships 10 years Service customer relationships 5 - 7 years Other intangible assets 4 - 10 years See Note 9, "Intangible Assets," for further details . Long-Lived Assets - We review our long-lived assets to determine potential impairment whenever events indicate that the carrying amount of such assets may not be recoverable. We do this by comparing the carrying value of the long-lived assets with the estimated future undiscounted cash flows expected to result from the use of the assets, including cash flows from disposition. If we determine an impairment exists, the asset is written down to estimated fair value. There were no impairments of long-lived assets in 2021, 2020 or 2019 . Revenue Recognition - Our revenue is primarily earned from providing connectivity and entertainment services and through sales of equipment. We account for revenue in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”). We determine revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenue as we satisfy the performance obligations. Service revenue primarily consists of monthly subscription and usage fees paid by aircraft owners and operators for telecommunication, data, and in-flight entertainment services and is recognized as the services are provided to the customer. Equipment revenue primarily consists of proceeds from the sale of ATG and satellite connectivity equipment and the sale of entertainment equipment and is generally recognized when the equipment is shipped to OEMs and dealers. In all cases, we evaluate whether a contract exists as it relates to collectability of the contract. Once a contract is deemed to exist, we evaluate the transaction price and deliverables under the contract. A limited number of contracts contain multiple equipment and service deliverables. For these contracts, we account for each distinct good or service as a separate performance obligation. We allocate the contract’s transaction price to each performance obligation using the relative standalone selling price, which is based on the actual selling price for any good or service sold separately to a similar class of customer. See Note 5, "Revenue Recognition," for further information. Research and Development Costs - Expenditures for research and development are charged to expense as incurred and totaled $ 24.9 million , $ 25.2 million and $ 26.0 million for the years ended December 31, 2021, 2020 and 2019 , respectively. Research and development costs are reported as engineering, design and development expenses in our consolidated statements of operations. Warranty - We provide warranties on parts and labor related to our products. Our warranty terms range from two to five years. Warranty reserves are established for costs that are estimated to be incurred after the sale, delivery and installation of the products under warranty. The warranty reserves are determined based on known product failures, historical experience and other available evidence, and are included in accrued liabilities in our consolidated balance sheets. See Note 8, "Composition of Certain Reserves and Allowances," for the details of the changes in our warranty reserve. Asset Retirement Obligations - We have certain asset retirement obligations related to contractual commitments to remove our network equipment and other assets from leased cell sites upon termination of the site leases. The asset retirement obligations are classified as a noncurrent liability in our consolidated balance sheets. See Note 7, "Composition of Certain Balance Sheet Accounts," for the details of the changes in our asset retirement obligations. Fair Value of Financial Instruments - We group financial assets and financial liabilities measured at fair value into three levels of hierarchy based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. See Note 14, "Fair Value of Financial Assets and Liabilities," for further information. Derivatives - We are exposed to interest rate risk on our variable rate borrowings. We currently use interest rate caps to manage our exposure to interest rate changes, and have designated these interest rate caps as cash flow hedges for accounting purposes. We account for these interest rate caps in accordance with ASC 815, Derivatives and Hedging , which requires companies to recognize all derivative instruments as either assets or liabilities at fair value in the balance sheet. We record the effective portion of changes in the fair value of our cash flow hedges to other comprehensive income (loss), net of tax, and subsequently reclassify these amounts into earnings in the period during which the hedged transaction is recognized. See Note 11, "Derivative Instruments and Hedging Activities," for further information. In March 2015, we entered into the Forward Transactions (as defined and described in Note 10, "Long-Term Debt and Other Liabilities") in which we purchased 7.2 million shares of our common stock for approximately $ 140.0 million, with an expected settlement date on or around March 13, 2020 , and in December 2019, we amended a portion of the Forward Transactions to extend the expected settlement date for approximately 2.1 million of those shares to on or around May 15, 2022 . During March 2020, approximately 5.1 million shares of common stock were delivered to us in connection with the Forward Transactions. In April 2021, approximately 1.5 million shares of common stock were delivered to us in connection with the Amended and Restated Forward Transaction (as defined and described in Note 10, "Long-term Debt and Other Liabilities"). We accounted for these shares as Treasury stock and reclassified $ 29.9 million and $ 98.9 million for the years ended December 31, 2021 and 2020, respectively, from Additional paid-in capital to Treasury stock, at cost, in our consolidated balance sheets. Because the Forward Transactions are indexed to our own stock and classified within stockholders’ equity, we do not account for the Forward Transactions as derivative instruments in accordance with ASC 815, Derivatives and Hedging . See Note 10, "Long-Term Debt and Other Liabilities," for further information. Convertible Notes – Proceeds received from the issuance of the 2022 Convertible Notes and the 2020 Convertible Notes (as defined in Note 10, “Long-Term Debt and Other Liabilities”) were initially allocated between a liability component (Long-term debt) and an equity component (Additional paid-in capital), within the consolidated balance sheets. The fair value of the liability component was measured using rates determined for similar debt instruments without a conversion feature. The carrying amount of the equity component, representing the conversion option, was determined by deducting the fair value of the liability component from the aggregate face value of the 2022 Convertible Notes and the 2020 Convertible Notes. Upon adoption of ASU 2020-06 on January 1, 2021, the 2022 Convertible Notes are accounted for as a single liability. See "- Recently Issued Accounting Pronouncements," for more information on the adoption of ASU 2020-06. See Note 10, "Long-Term Debt and Other Liabilities," for further information. Earnings (Loss) Per Share - We calculate basic earnings (loss) per share using the weighted-average number of common shares outstanding during the period. We calculate diluted earnings (loss) per share using the weighted-average number of common shares outstanding and all dilutive potential common shares outstanding. See Note 4, "Earnings (Loss) Per Share," for further information. Stock-Based Compensation Expense - Compensation cost is measured and recognized at fair value for all stock-based payments, including stock options. For time-based vesting stock options, we estimate fair value using the Black-Scholes option-pricing model, which requires assumptions, such as expected volatility, risk-free interest rate, expected life, and dividends. Forfeitures are recognized when they occur. RSUs and restricted stock are measured based on the fair market value of the underlying stock on the date of grant. For awards with a market condition (which we have used on a limited basis), we estimate fair value using the Monte Carlo Simulation model, which requires assumptions, such as volatility, risk-free interest rate, expected life and dividends. Our stock-based compensation expense is recognized over the applicable vesting period and is included in the same operating expense line items in the consolidated statements of operations as the base cash compensation paid to the underlying employees . See Note 15, "Stock-Based Compensation and 401(k) Plan," for further information. Leases – We account for leases in accordance with Accounting Standards Codification Topic 842, “Leases” (“ASC 842”). We have operating lease agreements for which w e have recorded lease liabilities and right-of-use assets for leases primarily related to cell sites and office buildings. We determine whether a contract contains a lease at contract inception and calculate the lease liability and right-of-use asset using our incremental borrowing rate. Our cell site leases generally have terms of five to ten years , with renewal options for an additional five to 25 years . For certain cell sites, the renewal options are deemed to be reasonably certain to be exercised. During the periods presented, our building leases ranged from one to ten years , with renewal options for an additional one to five years . We recognize operating lease expense on a straight-line basis over the lease term. We have finance leases for computer and office equipment. Covenants within the Term Loan Facility contain certain restrictions on our ability to enter into new finance lease arrangements. See Note 17, "Leases," for further information. Advertising Costs - Costs for advertising are expensed as incurred. Debt Issuance Costs - We defer loan origination fees and financing costs related to our various debt offerings as deferred financing costs. Additionally, we defer fees paid directly to the lenders related to amendments of our various debt offerings as deferred financing costs. We amortize these costs over the term of the underlying debt obligation using the effective interest method and include them in interest expense in the consolidated statement of operations. The fees incurred but not paid directly to the lenders in connection with amendments are expensed as incurred to interest expense. Deferred financing costs associated with future debt issuances are written off in the period during which we determine that the debt will no longer be issued. See Note 10, "Long-Term Debt and Other Liabilities," for further information. Comprehensive Income (Loss) - Comprehensive income for the year ended December 31, 2021 is net income plus unrealized gains and losses on foreign currency translation adjustments and the changes in fair value of cash flow hedges. Comprehensive loss for the years ended December 31, 2020 and 2019 is net loss plus unrealized gains and losses on foreign currency translation adjustments. Recently Issued Accounting Pronouncements The Company considers the applicability and impact of all Accounting Standards Updates (ASUs) issued by the Financial Accounting Standards Board (FASB). ASUs not listed below were assessed and determined to be either not applicable or expected to have minimal impact on our consolidated financial statements. Accounting standards adopted: On January 1, 2021, we adopted ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain convertible instruments by removing the separation models for convertible debt with a cash conversion feature or convertible instruments with a beneficial conversion feature. As a result, convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. Additionally, ASU 2020-06 amends the diluted earnings per share calculation for convertible instruments by requiring the use of the if-converted method. The treasury stock method is no longer available. This standard is effective beginning on January 1, 2022, with early adoption permitted. Adoption of the standard requires using either a modified retrospective or a full retrospective approach. We elected to early adopt ASU 2020-06 using the modified retrospective approach. The cumulative impact of using the modified retrospective approach for the adoption of ASU 2020-06 on our consolidated balance sheets as of January 1, 2021 is summarized below: Balance at Impact of Balances with 2020 ASU 2020-06 ASU 2020-06 Liabilities Long-term debt $ 827,968 $ 21,943 $ 849,911 Equity Additional paid-in capital $ 1,088,590 $ ( 47,423 ) $ 1,041,167 Accumulated deficit $ ( 1,629,843 ) $ 25,480 $ ( 1,604,363 ) On January 1, 2021, we adopted Accounting Standards Update No. 2019-12 – Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes (“ASU 2019-12”). The amendments in ASU 2019-12 eliminate certain exceptions to the incremental approach for intraperiod tax allocation and interim period income tax accounting for year-to-date losses that exceed projected losses. ASU 2019-12 also clarifies and simplifies other aspects of the accounting for income taxes. Adoption of this standard did not have a material impact on our consolidated financial statements. All other new pronouncements: In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance to increase the transparency of transactions with a government accounted for by applying a grant or contribution accounting model by analogy. ASU 2021-10 requires an entity to disclose information about the nature of the transactions, including the significant terms and conditions, accounting policy used to account for the transactions, and the effect of the transactions on the financial statements. This guidance is effective beginning on January 1, 2022. We are currently evaluating the impact that this guidance will have upon our consolidated financial statements. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | 4. Earnings (Loss) Per Share Basic and diluted earnings (loss) per share have been calculated using the weighted-average number of common shares outstanding for the period. The shares of common stock effectively repurchased in connection with the Forward Transactions (as defined and described in Note 10, “Long-Term Debt and Other Liabilities”) are considered participating securities requiring the two-class method to calculate basic and diluted earnings per share. Net earnings will be allocated between shares of common stock and participating securities on a one-to-one basis. In periods of a net loss, the shares associated with the Forward Transactions will not receive an allocation of losses, as the counterparties to the Forward Transactions are not required to fund losses. Additionally, the calculation of weighted average shares outstanding as of December 31, 2021, 2020 and 2019 excludes approximately 0.6 million, 2.1 million and 7.2 million shares, respectively, associated with the Forward Transactions. The diluted earnings (loss) per share calculations exclude the effect of stock options, deferred stock units, restricted stock units and convertible notes when the computation is anti-dilutive. For the year ended December 31, 2021, the weighted average number of shares excluded from the computation was 5.7 million shares. As a result of the net loss for each of the years ended December 31, 2020 and 2019, for the periods where such shares or securities were outstanding, all of the outstanding shares of common stock underlying stock options, deferred stock units, restricted stock units and convertible notes were excluded from the computation of diluted shares outstanding because they were anti-dilutive. The following table sets forth the computation of basic and diluted earnings per share for the years ended December 31, 2021, 2020 and 2019; however, for the reasons described above, the shares associated with the Forward Transactions are excluded from the computation of basic earnings per share ( in thousands, except per share amounts ): For the Year Ended December 31, 2021 Income (Numerator) Shares (Denominator) Per Share Amount Net income from continuing operations $ 156,589 Less: Participation rights on Forward Transactions allocated to continuing operations 1,484 Basic Earnings Per Share from Continuing Operations Undistributed income from continuing operations $ 155,105 103,400 $ 1.50 Effect of Dilutive Securities from Continuing Operations Stock-based compensation — 6,674 2022 Convertible Notes 7,221 17,131 Diluted Earnings Per Share from Continuing Operations Undistributed income from continuing operations and assumed conversions $ 162,326 127,205 $ 1.28 Net loss from discontinued operations $ ( 3,854 ) Less: Participation rights on Forward Transactions allocated to discontinued operations ( 36 ) Basic Loss Per Share from Discontinued Operations Undistributed loss from discontinued operations $ ( 3,818 ) 103,400 $ ( 0.04 ) Effect of Dilutive Securities from Discontinued Operations Stock-based compensation 3,615 6,674 2022 Convertible Notes — 17,131 Diluted Loss Per Share from Discontinued Operations Undistributed loss from discontinued operations and assumed conversions $ ( 203 ) 127,205 $ — Earnings per share - basic $ 1.46 Earnings per share - diluted $ 1.28 For the Years Ended December 31, 2020 2019 Net loss from continuing operations $ ( 48,559 ) $ ( 88,497 ) Net loss from discontinued operations ( 201,477 ) ( 57,507 ) Net loss ( 250,036 ) ( 146,004 ) Less: Participation rights of the Forward Transactions — — Undistributed losses $ ( 250,036 ) $ ( 146,004 ) Weighted-average common shares outstanding-basic and diluted 82,266 80,766 Net loss attributable to common stock per share-basic and diluted: Net loss from continuing operations $ ( 0.59 ) $ ( 1.10 ) Net loss from discontinued operations ( 2.45 ) ( 0.71 ) Net loss $ ( 3.04 ) $ ( 1.81 ) |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Revenue Recognition | 5. Revenue Recognition Remaining Performance Obligations As of December 31, 2021, the aggregate amount of the transaction price in our customer contracts allocated to unsatisfied performance obligations was approximately $ 95 million . The remaining unsatisfied performance obligations primarily represent connectivity and entertainment service revenues which are recognized as services are provided, which is expected to occur through the remaining term of the contract. We have excluded from this amount consideration from contracts that have an original duration of one year or less. Disaggregation of revenue The following table presents our revenue disaggregated by category (in thousands) : For the Year Ended December 31, 2021 2020 2019 Service revenue Connectivity $ 255,786 $ 209,160 $ 219,450 Entertainment and other 3,797 2,827 2,472 Total service revenue $ 259,583 $ 211,987 $ 221,922 Equipment revenue ATG $ 61,780 $ 45,200 $ 62,899 Satellite 11,048 11,746 21,755 Other 3,305 785 2,409 Total equipment revenue $ 76,133 $ 57,731 $ 87,063 Customer type Aircraft owner/operator/service provider $ 259,583 $ 211,987 $ 221,922 OEM and aftermarket dealer 76,133 57,731 87,063 Total revenue $ 335,716 $ 269,718 $ 308,985 Contract balances Our current and non-current deferred revenue balances totaled $ 1.8 million and $ 3.1 million as of December 31, 2021 and 2020, respectively. Deferred revenue includes, among other things, fees paid for equipment and subscription connectivity products. Our current and non-current contract asset balances totaled $ 17.8 million and $ 12.2 million as of December 31, 2021 and 2020, respectively. Contract assets represent the aggregate amount of revenue recognized in excess of billings primarily for certain sales programs. Major Customers No customer accounted for more than 10 % of total revenue for the years ended December 31, 2021, 2020 and 2019 and no customer accounted for more than 10 % of accounts receivable as of December 31, 2021 or 2020. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | 6. Inventories Inventories consist primarily of telecommunications systems and parts and are recorded at the lower of average cost or market price. We evaluate the need for write-downs associated with obsolete, slow-moving and nonsalable inventory by reviewing net realizable inventory values on a periodic basis. Inventories as of December 31, 2021 and 2020 were as follows ( in thousands ): December 31, 2021 2020 Work-in-process component parts $ 21,570 $ 15,405 Finished goods 12,406 12,709 Total inventory $ 33,976 $ 28,114 |
Composition of Certain Balance
Composition of Certain Balance Sheet Accounts | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Composition of Certain Balance Sheet Accounts | 7. Composition of Certain Balance Sheet Accounts Prepaid expenses and other current assets as of December 31, 2021 and 2020 were as follows ( in thousands ): December 31, 2021 2020 Contract assets $ 4,533 $ 2,417 Prepaid inventories 2,525 124 Insurance receivable (1) 17,300 — Tenant improvement allowance receivables 1,936 — Other 6,001 6,393 Total prepaid expenses and other current assets $ 32,295 $ 8,934 (1) See Note 18, "Commitments and Contingencies," for additional information. Property and equipment as of December 31, 2021 and 2020 were as follows ( in thousands ): December 31, 2021 2020 Office equipment, furniture, fixtures and other $ 12,759 $ 10,986 Leasehold improvements 13,545 12,012 Network equipment 142,601 139,884 168,905 162,882 Accumulated depreciation ( 105,233 ) ( 99,389 ) Property and equipment, net $ 63,672 $ 63,493 Other non-current assets as of December 31, 2021 and 2020 were as follows ( in thousands ): December 31, 2021 2020 Contract assets, net of allowances of $ 455 and $ 375 , respectively $ 13,217 $ 9,775 Interest rate cap 11,359 — Revolving credit facility deferred financing costs 1,879 — Other 1,970 1,711 Total other non-current assets $ 28,425 $ 11,486 Accrued liabilities as of December 31, 2021 and 2020 were as follows ( in thousands ): December 31, 2021 2020 Accrued interest $ 6,231 $ 17,836 Employee compensation and benefits (1) 13,791 35,516 Litigation settlement accrual (2) 17,300 — Operating leases 7,444 8,089 Deferred gain on sale of CA business (3) — 9,400 Warranty reserve 2,450 2,400 Taxes 1,997 2,022 Network equipment 3,179 — Other 7,476 7,746 Total accrued liabilities $ 59,868 $ 83,009 (1) Includes $ 19.2 million as of December 31, 2020 expected to be paid in shares of Gogo common stock upon the vesting of certain equity awards issued to former employees now employed by Intelsat and classified within discontinued operations. As all remaining liability-classified awards vested during 2021, the amounts were reclassified from Accrued liabilities to Additional paid-in capital. See Note 2, "Discontinued Operations," for additional information. (2) See Note 18, "Commitments and Contingencies," for additional information. (3) Relates to sale of CA business on December 1, 2020. See Note 2, "Discontinued Operations," for additional information. Other non-current liabilities as of December 31, 2021 and 2020 consist of the following ( in thousands ): December 31, 2021 2020 Asset retirement obligations $ 4,861 $ 4,401 Deferred tax liabilities — 2,108 Other 2,375 4,072 Total other non-current liabilities $ 7,236 $ 10,581 Changes in our non-current asset retirement obligations for the years ended December 31, 2021 and 2020 consist of the following ( in thousands ): Asset Retirement Obligation Balance – January 1, 2020 $ 4,093 Liabilities incurred — Liabilities settled ( 115 ) Accretion expense 416 Foreign exchange rate adjustments 7 Balance – December 31, 2020 4,401 Liabilities incurred — Liabilities settled — Accretion expense 460 Foreign exchange rate adjustments — Balance – December 31, 2021 $ 4,861 |
Composition of Certain Reserves
Composition of Certain Reserves and Allowances | 12 Months Ended |
Dec. 31, 2021 | |
Allowance For Credit Loss [Abstract] | |
Composition of Certain Reserves and Allowances | 8. Composition of Certain Reserves and Allowances Credit Losses — We regularly evaluate our accounts receivable and contract assets for expected credit losses. Our expected loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions, and a review of the current status of each customer’s trade accounts receivables. Due to the short-term nature of such receivables, the estimated amount of accounts receivable that may not be collected is based on the aging of the accounts receivable balances and the financial condition of customers. Additionally, specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default. Our monitoring activities include timely account reconciliation, dispute resolution, payment confirmation, consideration of each customer’s financial condition and macroeconomic conditions. Balances are written off when determined to be uncollectible. We apply a similar methodology to our current and non-current contract asset balances. However, due to the inherent additional risk associated with a long-term receivable, an additional provision for credit loss is applied to contract asset balances that will diminish over time as the contract nears its expiration date. For the year ended December 31, 2020, we also considered the current and estimated future economic and market conditions resulting from the COVID-19 pandemic in the determination of our estimated credit losses. Estimates are used to determine the expected loss allowances. Such allowances are based on management’s assessment of anticipated payment, taking into account available historical and current information as well as management’s assessment of potential future developments. We are continuously monitoring our assumptions used to determine our expected credit losses, including the impact of COVID-19, which could cause us to record additional material credit losses in future periods. Changes in our allowances for credit losses for the years ended December 31, 2021 and 2020 were as follows ( in thousands ): Other Accounts non-current Receivable assets Balance at January 1, 2020 $ 660 $ — Cumulative-effect adjustment of ASC 326 adoption 404 75 Provision for expected credit losses 771 300 Write-offs charged against the allowances ( 727 ) — Other ( 64 ) — Balance at December 31, 2020 1,044 375 Provision for expected credit losses 204 80 Write-offs charged against the allowances ( 371 ) — Other 17 — Balance at December 31, 2021 $ 894 $ 455 Warranties — We provide warranties on parts and labor related to our products. Our warranty terms range from two to five years . Warranty reserves are established for costs that are estimated to be incurred after the sale, delivery and installation of the products under warranty. The warranty reserves are determined based on known product failures, historical experience and other available evidence, and are included in accrued liabilities in our consolidated balance sheets. Changes in our warranty reserve for the years ended December 31, 2021 and 2020 were as follows ( in thousands ): Warranty Reserve Balance – January 1, 2020 $ 2,500 Accruals for warranties issued ( 7 ) Settlements and adjustments to warranties ( 93 ) Balance – December 31, 2020 2,400 Accruals for warranties issued 126 Settlements and adjustments to warranties ( 76 ) Balance – December 31, 2021 $ 2,450 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 9. Intangible Assets Our intangible assets are comprised of indefinite- and finite-lived intangible assets and goodwill. We own the rights to 3MHz of ATG spectrum in the nationwide 800 MHz Commercial Air-Ground Radiotelephone band (the “3 MHz FCC License”), which is used in the operation of our ATG network, and the license for 1 MHz of ATG spectrum in the nationwide 800MHz Commercial Air-Ground Radiotelephone band (the “1 MHz FCC License”) acquired as part of our acquisition of LiveTV Airfone, LLC. Together we refer to the 3 MHz FCC License and the 1 MHz FCC License as the “FCC Licenses.” The FCC Licenses were originally issued with 10-year terms and we have renewed both licenses for subsequent 10-year terms. Such licenses are subject to further renewal by the FCC, and renewals of licenses held by others have occurred routinely and at nominal cost. Moreover, we have determined that there are currently no legal, regulatory, contractual, competitive, economic, or other factors that limit the useful life of the FCC Licenses. As a result, the FCC Licenses are treated as indefinite-lived intangible assets which we do not amortize. We reevaluate the useful life of the FCC Licenses each year to determine whether events and circumstances continue to support an indefinite useful life. Our annual impairment assessment of the FCC Licenses for 2021, 2020 and 2019 indicated no impairment. Our software relates to the development of internal use software which is used to run our network and support our service offerings. Software also includes software embedded in the equipment that we sell to our customers. Our goodwill balance was $ 0.6 million as of December 31, 2021 and 2020. Our intangible assets, other than goodwill, as of December 31, 2021 and 2020 were as follows ( in thousands, except for weighted average remaining useful life ): Weighted Average As of December 31, 2021 As of December 31, 2020 Remaining Gross Net Gross Net Useful Life Carrying Accumulated Carrying Carrying Accumulated Carrying (in years) Amount Amortization Amount Amount Amortization Amount Amortized intangible assets: Software 3.0 $ 54,128 $ ( 39,289 ) $ 14,839 $ 50,029 $ ( 31,739 ) $ 18,290 Other intangible assets 8.3 1,812 — 1,812 1,500 — 1,500 Service customer relationships 8,081 ( 8,081 ) — 8,081 ( 8,081 ) — OEM and dealer relationships 6,724 ( 6,724 ) — 6,724 ( 6,724 ) — Total amortized intangible assets 70,745 ( 54,094 ) 16,651 66,334 ( 46,544 ) 19,790 Unamortized intangible assets: FCC Licenses 32,283 — 32,283 32,283 — 32,283 Total intangible assets $ 103,028 $ ( 54,094 ) $ 48,934 $ 98,617 $ ( 46,544 ) $ 52,073 Amortization expense for the years ended December 31, 2021, 2020 and 2019 was $ 7.5 million , $ 6.3 million and $ 6.1 million, respectively. Amortization expense for each of the next five years and thereafter is estimated to be as follows ( in thousands ): Amortization Years ending December 31, Expense 2022 $ 4,921 2023 $ 2,963 2024 $ 1,496 2025 $ 1,298 2026 $ 1,288 Thereafter $ 4,685 Actual future amortization expense could differ from the estimated amount as the result of future investments and other factors. |
Long-Term Debt and Other Liabil
Long-Term Debt and Other Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Other Liabilities | 10. Long-Term Debt and Other Liabilities Long-term debt as of December 31, 2021 and 2020 was as follows ( in thousands ): December 31, December 31, 2021 2020 Term Loan Facility $ 718,057 $ — 2024 Senior Secured Notes — 973,539 2022 Convertible Notes 102,788 215,122 Total debt 820,845 1,188,661 Less: deferred financing costs ( 16,465 ) ( 19,693 ) Less: current portion of long-term debt ( 109,620 ) ( 341,000 ) Total long-term debt $ 694,760 $ 827,968 2021 Credit Agreement On April 30, 2021, Gogo and Gogo Intermediate Holdings LLC (“GIH”) (a wholly owned subsidiary of Gogo) entered into a credit agreement (the “2021 Credit Agreement”) among Gogo, GIH, the lenders and issuing banks party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent, which provides for (i) a term loan credit facility (the “Term Loan Facility”) in an aggregate principal amount of $ 725.0 million, issued with a discount of 0.5 %, and (ii) a revolving credit facility (the “Revolving Facility” and together with the Term Loan Facility, the “Facilities”) of up to $ 100.0 million, which includes a letter of credit sub-facility. The Term Loan Facility amortizes in nominal quarterly installments equal to one percent of the aggregate initial principal amount thereof per annum, with the remaining balance payable upon final maturity of the Term Loan Facility on April 30, 2028 . There are no amortization payments under the Revolving Facility, and all borrowings under the Revolving Facility mature on April 30, 2026 . The Term Loan Facility bears annual interest at a floating rate measured by reference to, at GIH’s option, either (i) an adjusted London inter-bank offered rate (subject to a floor of 0.75 %) plus an applicable margin of 3.75 % or (ii) an alternate base rate plus an applicable margin of 2.75 %. Loans outstanding under the Revolving Facility bear annual interest at a floating rate measured by reference to, at GIH’s option, either (i) an adjusted London inter-bank offered rate (subject to a floor of 0.00 %) plus an applicable margin ranging from 3.25 % to 3.75 % per annum depending on GIH’s senior secured first lien net leverage ratio or (ii) an alternate base rate plus an applicable margin ranging from 2.25 % to 2.75 % per annum depending on GIH’s senior secured first lien net leverage ratio. Additionally, unused commitments under the Revolving Facility are subject to a fee ranging from 0.25 % to 0.50 % per annum depending on GIH’s senior secured first lien net leverage ratio. The Facilities may be prepaid at GIH’s option at any time without premium or penalty (other than customary breakage costs), subject to minimum principal payment amount requirements. Subject to certain exceptions and de minimis thresholds, the Term Loan Facility is subject to mandatory prepayments in an amount equal to: • 100 % of the net cash proceeds of certain asset sales, insurance recovery and condemnation events, subject to reduction to 50 % and 0 % if specified senior secured first lien net leverage ratio targets are met; • 100 % of the net cash proceeds of certain debt offerings; and • 50 % of annual excess cash flow (as defined in the 2021 Credit Agreement), subject to reduction to 25 % and 0 % if specified senior secured first lien net leverage ratio targets are met. The 2021 Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants. The negative covenants include restrictions on, among other things: incurrence of indebtedness or issuance of disqualified equity interests; incurrence or existence of liens; consolidations or mergers; activities of Gogo and any subsidiary holding a license issued by the Federal Communications Commission; investments, loans, advances, guarantees or acquisitions; asset sales; dividends or other distributions on equity; purchase, redemption or retirement of capital stock; payment or redemption of certain junior indebtedness; entry into other agreements that restrict the ability to incur liens securing the Facilities; and amendment of organizational documents; in each case subject to customary exceptions. The Revolving Facility includes a financial covenant set at a maximum senior secured first lien net leverage ratio of 7.50 :1.00, which will apply if the outstanding amount of loans and unreimbursed letter of credit drawings thereunder at the end of any fiscal quarter exceeds 35 % of the aggregate of all commitments thereunder. The 2021 Credit Agreement contains customary events of default, which, if any of them occurred, would permit or require the principal, premium, if any, and interest on all of the then outstanding obligations under the Facilities to be due and payable immediately and the commitments under the Revolving Facility to be terminated. The proceeds of the Term Loan Facility were used, together with cash on hand, (i) to redeem in full and pay the outstanding principal amount of the 2024 Senior Secured Notes (as defined below) together with accrued and unpaid interest and redemption premiums and to pay fees associated with the termination of the ABL Credit Agreement (as defined below and, together with the redemption of the 2024 Senior Secured Notes, the “Refinancing”), and (ii) to pay fees and expenses incurred in connection with the Refinancing and the Facilities (the “Transaction Costs”). The Revolving Facility is available for working capital and general corporate purposes of Gogo and its subsidiaries and was undrawn as of December 31, 2021. As of December 31, 2021, the outstanding principal amount of the Term Loan Facility was $ 721.4 million , the unaccreted debt discount was $ 3.3 million and the net carrying amount was $ 718.1 million . We paid approximately $ 19.7 million of loan origination and financing costs related to the Facilities which are being accounted for as deferred financing costs on our consolidated balance sheets and are amortized over the terms of the Facilities. Total amortization expense was $ 1.8 million for the year ended December 31, 2021 and is included in Interest expense in our consolidated statements of operations. As of December 31, 2021, the balance of unamortized deferred financing costs related to the Facilities was $ 17.9 million . On April 30, 2021, Gogo, GIH, and each direct and indirect wholly-owned U.S. restricted subsidiary of GIH (Gogo and such subsidiaries collectively, the “Guarantors”) entered into a guarantee agreement (the “Guarantee Agreement”) in favor of Morgan Stanley Senior Funding, Inc., as collateral agent (the “Collateral Agent”), whereby GIH and the Guarantors guarantee the obligations under the Facilities and certain other secured obligations as set forth in the Guarantee Agreement, and GIH and the Guarantors entered into a collateral agreement (the “Collateral Agreement”), in favor of the Collateral Agent, whereby GIH and the Guarantors grant a security interest in substantially all of their respective tangible and intangible assets (including the equity interests in each direct material wholly-owned U.S. restricted subsidiary owned by GIH or any Guarantor, and 65% of the equity interests in any non-U.S. subsidiary held directly by GIH or any Guarantor), subject to certain exceptions, to secure the obligations under the Facilities and certain other secured obligations as set forth in the Collateral Agreement. 2022 Convertible Notes On November 21, 2018, we issued $ 215.0 million aggregate principal amount of 6.00 % Convertible Senior Notes due 2022 (the “2022 Convertible Notes”) in private offerings to qualified institutional buyers, including pursuant to Rule 144A under the Securities Act, and in concurrent private placements. We granted an option to the initial purchasers to purchase up to an additional $ 32.3 million aggregate principal amount of 2022 Convertible Notes to cover over-allotments, of which $ 22.8 million was subsequently exercised during December 2018, resulting in a total issuance of $ 237.8 million aggregate principal amount of 2022 Convertible Notes. The 2022 Convertible Notes mature on May 15, 2022, unless earlier converted into shares of our common stock. We pay interest on the 2022 Convertible Notes semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2019. Under the accounting standards applicable at the time of issuance, the $ 237.8 million of proceeds received from the issuance of the 2022 Convertible Notes was initially allocated between Long-term debt (the liability component) at $ 188.7 million and Additional paid-in capital (the equity component) at $ 49.1 million, within the consolidated balance sheets. The fair value of the liability component was measured using rates determined for similar debt instruments without a conversion feature. The carrying amount of the equity component, representing the conversion option, was determined by deducting the fair value of the liability component from the aggregate face value of the 2022 Convertible Notes. If we or the note holders elect not to settle the debt through conversion, at maturity we must repay the principal amount at face value in cash. Therefore, the liability component will be accreted up to the face value of the 2022 Convertible Notes, which will result in additional non-cash interest expense being recognized in the consolidated statements of operations through the 2022 Convertible Notes maturity date (see Note 12, "Interest Costs," for additional information). The effective interest rate on the 2022 Convertible Notes, including accretion of the notes to par and debt issuance cost amortization, was approximately 13.6 %. The equity component will not be remeasured as long as it continues to meet the conditions for equity classification. As of December 31, 2020, the outstanding principal amount of the 2022 Convertible Notes was $ 237.8 million, the unaccreted debt discount was $ 22.7 million and the net carrying amount of the liability component was $ 215.1 million. Upon adoption of ASU 2020-06 on January 1, 2021 (see Note 3, "Summary of Significant Accounting Policies," for more information), the 2022 Convertible Notes are accounted for as a single liability. The adoption of this standard resulted in the $ 49.1 million initially recorded to Additional paid-in capital being reclassified and recorded as an increase to Long-term debt in the consolidated balance sheets. Additionally, the $ 26.5 million of accretion recognized life-to-date was reversed and recorded as a reduction to Long-term debt and a reduction to Accumulated deficit in the consolidated balance sheets. In January 2021, $ 1.0 million aggregate principal amount of 2022 Convertible Notes was converted by holders and settled through the issuance of 166,666 shares of common stock. On March 17, 2021, Gogo entered into separate, privately negotiated exchange agreements (the “March 2021 Exchange Agreements”) with certain holders of the 2022 Convertible Notes. Pursuant to the March 2021 Exchange Agreements, such holders exchanged a total of $ 28,235,000 aggregate principal amount of 2022 Convertible Notes for 5,121,811 shares of our common stock on March 24, 2021. The negotiated exchange rate under the March 2021 Exchange Agreements was 181.40 shares of common stock per $ 1,000 principal amount of the 2022 Convertible Notes, which resulted in a loss on settlement of $ 4.4 million, which is included in Loss on extinguishment of debt and settlement of convertible notes in our consolidated statements of operations for the year ended December 31, 2021. On April 1, 2021, Gogo entered into a privately negotiated exchange agreement (the “GTCR Exchange Agreement”) with an affiliate of funds managed by GTCR LLC (“GTCR”). Pursuant to the GTCR Exchange Agreement, GTCR exchanged $ 105,726,000 aggregate principal amount of 2022 Convertible Notes for 19,064,529 shares of our common stock on April 9, 2021. The negotiated exchange rate under the GTCR Exchange Agreement was 180.32 shares of common stock per $ 1,000 principal amount of 2022 Convertible Notes, which resulted in a loss on settlement of $ 14.6 million, which is included in Loss on extinguishment of debt and settlement of convertible notes in our consolidated statements of operations for the year ended December 31, 2021. As of December 31, 2021, the outstanding principal amount of the 2022 Convertible Notes was $ 102.8 million and was classified as Current portion of long-term debt in the consolidated balance sheets. We incurred approximately $ 8.1 million of issuance costs related to the issuance of the 2022 Convertible Notes, of which $ 6.4 million and $ 1.7 million were recorded to deferred financing costs and additional paid-in capital, respectively, in proportion to the allocation of the proceeds of the 2022 Convertible Notes. However, upon adoption of ASU 2020-06 on January 1, 2021, the $ 1.7 million that was initially recorded to additional paid-in capital was reclassified and recorded as deferred financing costs, with catch-up amortization of $ 1.0 million recorded to Accumulated deficit in the consolidated balance sheets. The deferred financing costs are being amortized over the term of the 2022 Convertible Notes using the effective interest method. Total amortization expense was $ 1.4 million, $ 1.8 million and $ 1.7 million, respectively, for the years ended December 31, 2021, 2020 and 2019. Amortization expense is included in Interest expense in the consolidated statements of operations. As of December 31, 2021 and 2020, the balance of unamortized deferred financing costs related to the 2022 Convertible Notes was $ 0.4 million and $ 2.7 million, respectively, and is included as a reduction to the carrying amount of the debt in our consolidated balance sheets. See Note 12, "Interest Costs," for additional information. The 2022 Convertible Notes had an initial conversion rate of 166.6667 common shares per $ 1,000 principal amount of 2022 Convertible Notes, which is equivalent to an initial conversion price of approximately $ 6.00 per share of our common stock. I n November 2021, we informed the trustee under the indenture governing the 2022 Convertible Notes that we intend to settle any conversions of the 2022 Convertible Notes occurring after November 15, 2021 in shares of our common stock . The shares of common stock subject to conversion are considered in the diluted earnings per share calculations under the if-converted method if their impact is dilutive. Holders may convert the 2022 Convertible Notes, at their option, in multiples of $ 1,000 principal amount at any time prior to January 15, 2022, but only in the following circumstances: • during any fiscal quarter beginning after the fiscal quarter ended December 31, 2018, if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during the last 30 consecutive trading days of the immediately preceding fiscal quarter is greater than or equal to 130 % of the conversion price of the 2022 Convertible Notes on each applicable trading day (the “Stock Price Condition”); • during the five -business day period following any five consecutive trading day period in which the trading price for the 2022 Convertible Notes is less than 98 % of the product of the last reported sale price of our common stock and the conversion rate for the 2022 Convertible Notes on each such trading day (the “Notes Price Condition”); or • upon the occurrence of specified corporate events. The Stock Price Condition was triggered for the period from October 1, 2020 through December 31, 2020, January 1, 2021 through March 31, 2021, April 1, 2021 through June 30, 2021, July 1, 2021 through September 30, 2021 and October 1, 2021 through December 31, 2021. Regardless of whether any of the foregoing circumstances occurs, a holder may convert its 2022 Convertible Notes, in multiples of $1,000 principal amount, at any time on or after January 15, 2022 until the second scheduled trading day immediately preceding May 15, 2022. In addition, if we undergo a fundamental change (as defined in the indenture governing the 2022 Convertible Notes), holders may, subject to certain conditions, require us to repurchase their 2022 Convertible Notes for cash at a price equal to 100 % of the principal amount of the 2022 Convertible Notes to be purchased, plus any accrued and unpaid interest. In addition, following a make-whole fundamental change, we will increase the conversion rate in certain circumstances for a holder who elects to convert its 2022 Convertible Notes in connection with such make-whole fundamental change. Forward Transactions In connection with the issuance of the 3.75 % Convertible Senior Notes due 2020 (the "2020 Convertible Notes"), we paid approximately $ 140.0 million to enter into prepaid forward stock repurchase transactions (the “Forward Transactions”) with certain financial institutions (the “Forward Counterparties”), pursuant to which we purchased approximately 7.2 million shares of common stock for settlement on or around the March 1, 2020 maturity date for the 2020 Convertible Notes, subject to the ability of each Forward Counterparty to elect to settle all or a portion of its Forward Transactions early. On December 11, 2019, we entered into an amendment to one of the Forward Transactions (the “Amended and Restated Forward Transaction”) to extend the expected settlement date with respect to approximately 2.1 million shares of common stock held by one of the Forward Counterparties, JPMorgan Chase Bank, National Association (the “2022 Forward Counterparty”), to correspond with the May 15, 2022 maturity date for the 2022 Convertible Notes. In the future, we may request that the 2022 Forward Counterparty modify the settlement terms of the Amended and Restated Forward Transaction to provide that, in lieu of the delivery of the applicable number of shares of our common stock to us to settle a portion of the Amended and Restated Forward Transaction in accordance with its terms, the 2022 Forward Counterparty would pay to us the net proceeds from the sale by the 2022 Forward Counterparty (or its affiliate) of a corresponding number of shares of our common stock in a registered offering (which may include block sales, sales on the NASDAQ Global Select Market, sales in the over-the-counter market, sales pursuant to negotiated transactions or otherwise, at market prices prevailing at the time of sale or at negotiated prices). Any such sales could potentially decrease (or reduce the size of any increase in) the market price of our common stock. The 2022 Forward Counterparty is not required to effect any such settlement in cash in lieu of delivery of shares of our common stock and, if we request that the 2022 Forward Counterparty effect any such settlement, it will be entered into in the discretion of the 2022 Forward Counterparty on such terms as may be mutually agreed upon at the time. As a result of the Forward Transactions, total shareholders’ equity within our consolidated balance sheets was reduced by approximately $ 140.0 million. In March, 2020, approximately 5.1 million shares of common stock were delivered to us in connection with the Forward Transactions. In April 2021, approximately 1.5 million shares of common stock were delivered to us in connection with the Amended and Restated Forward Transaction. The approximately 0.6 million shares of common stock remaining under the Amended and Restated Forward Transactions are treated as retired shares for basic and diluted EPS purposes although they remain legally outstanding. 2024 Senior Secured Notes On April 25, 2019, GIH and Gogo Finance Co. Inc. (a wholly owned subsidiary of GIH) (“Gogo Finance” and, together with GIH, the “Issuers”) issued $ 905.0 million aggregate principal amount of 9.875 % senior secured notes due 2024 (the “2024 Senior Secured Notes”), at a price equal to 99.512 % of their face value, under an indenture, dated as of April 25, 2019, among the Issuers, Gogo, the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee. On May 7, 2019, the Issuers issued an additional $ 20.0 million of 2024 Senior Secured notes, which were issued at a price equal to 100.5 % of their face value, and $ 50.0 million of 2024 Senior Secured Notes on November 13, 2020, which were issued at a price equal to 103.5 % of their face value. The 2024 Senior Secured Notes were guaranteed on a senior secured basis by Gogo and all of GIH’s existing and future restricted subsidiaries (other than Gogo Finance), subject to certain exceptions. The 2024 Senior Secured Notes and the related guarantees were secured by certain liens on the Company’s collateral, which were released upon the closing of the Transaction. As of December 31, 2020, the outstanding principal amount of the 2024 Senior Secured Notes was $ 975.0 million, the unaccreted debt discount was $ 1.5 million and the net carrying amount was $ 973.5 million. We paid approximately $ 22.6 million of origination fees and financing costs related to the issuance of the 2024 Senior Secured Notes, which were accounted for as deferred financing costs on our consolidated balance sheets and were being amortized over the contractual term of the 2024 Senior Secured Notes using the effective interest method. Total amortization expense was $ 1.4 million, $ 3.7 million and $ 2.3 million, respectively, for the years ended December 31, 2021, 2020 and 2019. Amortization expense is included in interest expense in the consolidated statements of operations. As of December 31, 2020, the balance of unamortized deferred financing costs related to the 2024 Senior Secured Notes was $ 16.6 million and is included as a reduction to long-term debt in our consolidated balance sheets. The remaining unamortized deferred financing costs were written off as of May 1, 2021. The 2024 Senior Secured Notes were redeemed on May 1, 2021 (the “Redemption Date”) at a redemption price equal to 104.938 % of the principal amount of the 2024 Senior Secured Notes redeemed, plus accrued and unpaid interest to (but not including) the Redemption Date. The make-whole premium paid in connection with the redemption was $ 48.1 million and we wrote off the remaining unamortized deferred financing costs of $ 15.2 million and the remaining debt discount of $ 1.3 million, which together are included in Loss on extinguishment of debt and settlement of convertible notes in our consolidated statements of operations for the year ended December 31, 2021. ABL Credit Facility On August 26, 2019, Gogo, GIH and Gogo Finance entered into a credit agreement (the “ABL Credit Agreement”) with the other loan parties party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and Morgan Stanley Senior Funding, Inc., as syndication agent, which provided for an asset-based revolving credit facility (the “ABL Credit Facility”) of up to $ 30 million, subject to borrowing base availability, and includes letter of credit and swingline sub-facilities. The obligations under the ABL Credit Agreement were guaranteed by Gogo and all of its existing and future subsidiaries, subject to certain exceptions and secured by collateral of the Company. As of December 31, 2020, the facility was undrawn. On April 30, 2021, the ABL Credit Agreement and all commitments thereunder were terminated. As a result of the termination, the remaining unamortized deferred financing costs of $ 0.3 million were written off as of May 1, 2021 and included in Loss on extinguishment of debt and settlement of convertible notes in our consolidated statements of operations for the year ended December 31, 2021. 2022 Senior Secured Notes On June 14, 2016, the Issuers issued $ 525 million aggregate principal amount of 12.500 % senior secured notes due 2022 (the “2022 Senior Secured Notes”) under an indenture, dated as of June 14, 2016, among the Issuers, Gogo, the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee and as collateral agent. On January 3, 2017, the Issuers issued an additional $ 65 million of 2022 Senior Secured Notes at a price equal to 108 % of their face value. On September 25, 2017, the Issuers issued an additional $ 100 million of 2022 Senior Secured Notes at a price equal to 113 % of their face value. On May 15, 2019, the Issuers redeemed in full all $ 690 million aggregate principal amount outstanding of the 2022 Senior Secured Notes. The make-whole premium paid in connection with the redemption was $ 51.4 million and we wrote off the remaining unamortized deferred financing costs of $ 9.1 million and the remaining debt premium of $ 11.7 million relating to the 2022 Senior Secured Notes in connection with the redemption thereof, which together are included in Loss on extinguishment of debt and settlement of convertible notes in our consolidated statements of operations for the year ended December 31, 2019. Total amortization expense was $ 0.9 million for the year ended December 31, 2019. Amortization expense is included in interest expense in the consolidated statements of operations. As noted above, the remaining unamortized deferred financing costs were written off as of May 15, 2019. 2020 Convertible Notes On March 3, 2015, we issued $ 340.0 million aggregate principal amount of 3.75 % Convertible Senior Notes due 2020 (the “2020 Convertible Notes”) in a private offering to qualified institutional buyers, pursuant to Rule 144A under the Securities Act. We granted an option to the initial purchasers to purchase up to an additional $ 60.0 million aggregate principal amount of 2020 Convertible Notes to cover over-allotments, of which $ 21.9 million was subsequently exercised during March 2015, resulting in a total issuance of $ 361.9 million aggregate principal amount of 2020 Convertible Notes. In November 2018, in connection with the issuance of the 2022 Convertible Notes, we repurchased $ 199.9 million outstanding principal amount of the 2020 Convertible Notes at par value. On April 18, 2019, we commenced a cash tender offer (the “Tender Offer”) to purchase any and all of the outstanding 2020 Convertible Notes for an amount equal to $ 1,000 per $ 1,000 principal amount of 2020 Convertible Notes purchased, plus accrued and unpaid interest from the last interest payment date on the 2020 Convertible Notes to, but not including, the date of payment for the 2020 Convertible Notes accepted in the Tender Offer. The Tender Offer expired on May 15, 2019, resulting in the purchase of $ 159.0 million of outstanding 2020 Convertible Notes. As a result of the Tender Offer, the carrying value of the 2020 Convertible Notes was adjusted by $ 8.5 million to face value and unamortized deferred financing costs of $ 0.6 million were expensed. These two items are included in Loss on extinguishment of debt and settlement of convertible notes in our consolidated statements of operations for the year ended December 31, 2019. During September 2019, we purchased an additional $ 0.5 million of outstanding 2020 Convertible Notes. The 2020 Convertible Notes matured on March 1, 2020. We incurred approximately $ 10.4 million of issuance costs related to the issuance of the 2020 Convertible Notes, of which $ 7.5 million and $ 2.9 million were recorded to deferred financing costs and additional paid-in capital, respectively, in proportion to the allocation of the proceeds of the 2020 Convertible Notes and under the accounting standards applicable at the time of issuance. The $ 7.5 million recorded as deferred financing costs on our consolidated balance sheets was being amortized over the term of the 2020 Convertible Notes using the effective interest method. Total amortization expense of the deferred financing costs was $ 0.2 million for the year ended December 31, 2019. Amortization expense is included in interest expense in the consolidated statements of operations. The shares of common stock subject to conversion were excluded from diluted earnings per share calculations under the if-converted method as their impact is anti-dilutive. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | 11. Derivative Instruments and Hedging Activities We are exposed to interest rate risk on our variable rate borrowings. We currently use interest rate caps to manage our exposure to interest rate changes, and have designated these interest rate caps as cash flow hedges for accounting purposes. Accordingly, the earnings impact of the derivatives designated as cash flow hedges is recorded upon the recognition of the variable interest payments related to the hedged debt. In May 2021, we purchased interest rate caps with an aggregate notional amount of $ 650.0 million for $ 8.6 million. The cost of the interest rate caps will be amortized to interest expense using the caplet method, from the effective date through termination date. We receive payments in the amount calculated pursuant to the caps for any period in which the three-month USD LIBOR rate increases beyond the applicable strike rate . The notional amounts of the interest rate caps periodically decrease over the life of the caps. The notional amounts, strike rates and end dates of the cap agreements are as follows (notional amounts in thousands) : Start Date End Date Notional Strike Rate 7/31/2021 7/31/2023 $ 650,000 0.75 % 7/31/2023 7/31/2024 525,000 0.75 % 7/31/2024 7/31/2025 350,000 1.25 % 7/31/2025 7/31/2026 250,000 2.25 % 7/31/2026 7/31/2027 200,000 2.75 % We record the effective portion of changes in the fair value of our cash flow hedges to other comprehensive income (loss), net of tax, and subsequently reclassify these amounts into earnings in the period during which the hedged transaction is recognized. The amounts included in accumulated other comprehensive income will be reclassified to interest expense in the event the hedges are no longer considered effective, in accordance with ASC 815, Derivatives and Hedging . No gains or losses of our cash flow hedges were considered to be ineffective and reclassified from other comprehensive income (loss) to earnings for the year ended December 31, 2021 . We estimate that approximately $ 0.2 million currently recorded in accumulated other comprehensive income (loss) will be recognized in earnings over the next 12 months. We assess the effectiveness of the hedge on an ongoing basis. Cash flows from interest rate caps are classified in the consolidated statement of cash flows as investing activities from continuing operations. For the year ended December 31, 2021, we recorded an unrealized gain on the interest rate caps of $ 2.7 million, net of tax of $ 0.9 million. When derivatives are used, we are exposed to credit loss in the event of non-performance by the counterparties; however, non-performance is not anticipated. ASC 815, Derivatives and Hedging , requires companies to recognize all derivative instruments as either assets or liabilities at fair value in the balance sheet. The fair values of the interest rate derivatives are based on quoted market prices for similar instruments from commercial banks (based on significant observable inputs - Level 2 inputs). The following table presents the fair value of our interest rate derivatives included in the consolidated balance sheets for the periods presented (in thousands): December 31, Derivatives designated as hedging instruments Balance sheet location 2021 2020 Current portion of interest rate caps Prepaid expenses and other current assets $ 925 $ — Non-current portion of interest rate caps Other non-current assets $ 11,359 $ — Fair Value Measurement Our derivative assets and liabilities consist principally of interest rate caps, which are carried at fair value based on significant observable inputs (Level 2 inputs). Derivatives entered into by us are typically executed over-the-counter and are valued using discounted cash flows along with fair value models that primarily use market observable inputs. These models take into account a variety of factors including, where applicable, maturity, interest rate yield curves, and counterparty credit risks. |
Interest Costs
Interest Costs | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Interest Costs | 12. Interest Costs We capitalize a portion of our interest on funds borrowed during the active construction period of major capital projects. Capitalized interest is added to the cost of the underlying assets and amortized over the useful lives of the assets. The following is a summary of our interest costs for the years ended December 31, 2021, 2020 and 2019 (in thousands) : For the Years Ended December 31, 2021 2020 2019 Interest costs charged to expense $ 62,390 $ 105,988 $ 110,502 Amortization of deferred financing costs 4,661 5,892 5,260 Accretion of debt discount 419 13,907 15,729 Amortization of interest rate cap premium 2 — — Amortization of debt premium — — ( 1,018 ) Interest expense 67,472 125,787 130,473 Interest costs capitalized to property and equipment 4 — 11 Interest costs capitalized to software 311 885 608 Total interest costs $ 67,787 $ 126,672 $ 131,092 |
Common Stock and Preferred Stoc
Common Stock and Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Common Stock and Preferred Stock | 13. Common Stock and Preferred Stock Common Stock – We have one class of common stock outstanding as of December 31, 2021 and 2020. Our common stock is junior to our preferred stock, if and when issued. Our Third Amended and Restated Certificate of Incorporation authorizes a total of 500,000,000 shares of common stock with a par value of $ 0.0001 per share. Preferred Stock – Our Third Amended and Restated Certificate of Incorporation authorizes 100,000,000 shares of new preferred stock with a par value of $ 0.01 per share. No shares of this new preferred stock have been issued. The preferred stock may be issued, from time to time, in one or more series as authorized by the Board of Directors, which has the authority to designate the terms of any series of preferred stock issued, including, without limitation, the number of shares to be included in such series of preferred stock, any dividend, redemption, conversion rights or voting powers and the designations, preferences and relative participating, optional or other special rights. Shareholder Rights Plan – On September 23, 2020, our Board of Directors adopted a Section 382 Rights Agreement (the “Rights Agreement”), between the Company and Computershare Trust Company, N.A., as rights agent, and declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock of the Company, outstanding on the record date of October 2, 2020, to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Preferred Stock, par value $ 0.01 per share, of the Company (the “Preferred Shares”) at a price of $ 38.40 per one one-thousandth of a Preferred Share represented by a Right, subject to adjustment. The purpose of the Rights Agreement is to facilitate the Company’s ability to preserve its net operating losses (“NOLs”) and certain other tax attributes in order to be able to offset potential future income taxes for federal income tax purposes. The Company’s ability to use its NOLs and other tax attributes would be substantially limited if it experiences an “ownership change,” as such term is defined in Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). A company generally experiences an ownership change if the percentage of the value of its stock owned by certain “5-percent shareholders,” as such term is defined in Section 382 of the Code, increases by more than 50 percentage points over a rolling three-year period. The Rights Agreement is intended to reduce the likelihood of an ownership change under Section 382 of the Code by deterring any person or group from acquiring beneficial ownership of 4.9% or more of the shares of the Company’s common stock then-outstanding. Initially, the Rights will be attached to all shares of the Company’s common stock. Until the Distribution Date (as defined below), the Rights will be transferred with and only with the common stock. As long as the Rights are attached to the common stock, the Company will issue one Right with each new share of common stock so that all such shares of common stock will have Rights attached (subject to certain limited exceptions). The Rights will separate and begin trading separately from the common stock, and Right certificates will be caused to evidence the Rights, on the earlier to occur of (i) the close of business on the tenth day following public disclosure of facts indicating that a person or group has acquired beneficial ownership of 4.9% or more of the outstanding common stock (an “Acquiring Person”) (or, in the event the Board of Directors determines to effect an exchange in accordance with Section 24 of the Rights Agreement and the Board of Directors determines that a later date is advisable, then such later date) and (ii) the close of business on the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person becomes an Acquiring Person) following the commencement of a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 4.9% or more of the outstanding common stock (the earlier of such dates, the “Distribution Date”). The Rights are not exercisable until the Distribution Date. The Rights will expire on the earlier to occur of (i) the date on which the Board of Directors determines in its sole discretion that (x) the Rights Agreement is no longer necessary for the preservation of material valuable NOLs or tax attributes or (y) the NOLs and tax attributes have been fully utilized and may no longer be carried forward and (ii) the close of business on September 23, 2023. The Rights Agreement was approved by the Company's stockholders at the Company's 2021 annual meeting of stockholders. |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities | 14. Fair Value of Financial Assets and Liabilities A three-tier fair value hierarchy has been established which prioritizes the inputs used in measuring fair value. These tiers include: • Level 1 - defined as observable inputs such as quoted prices for identical assets or liabilities in active markets; • Level 2 - defined as observable inputs other than Level 1 inputs such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and • Level 3 - defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Refer to Note 11, "Derivative Instruments and Hedging Activities," for fair value information relating to our interest rate caps. Long-Term Debt: As of December 31, 2021 and 2020, our financial assets and liabilities that are disclosed but not measured at fair value include the Term Loan Facility, the 2022 Convertible Notes, and, while outstanding, the 2024 Senior Secured Notes, which are reflected on the consolidated balance sheets at cost. The fair value measurements are classified as Level 2 within the fair value hierarchy since they are based on quoted market prices of our instruments in markets that are not active. We estimated the fair value of the Term Loan Facility, the 2022 Convertible Notes, and, while outstanding, the 2024 Senior Secured Notes, by calculating the upfront cash payment a market participant would require to assume these obligations. The upfront cash payments used in the calculations of fair value on our December 31, 2021 consolidated balance sheets, excluding any issuance costs, are the amount that a market participant would be willing to lend at December 31, 2021 to an entity with a credit rating similar to ours and that would allow such an entity to achieve sufficient cash inflows to cover the scheduled cash outflows under the Term Loan Facility and the 2022 Convertible Notes. The calculated fair value of the 2022 Convertible Notes is correlated to our stock price and as a result, significant changes to our stock price could have a significant impact on the calculated fair values. The fair value and carrying value of long-term debt as of December 31, 2021 and 2020 was as follows (in thousands) : December 31, 2021 December 31, 2020 Fair Value (1) Carrying Fair Value (1) Carrying Term Loan Facility $ 723,000 $ 718,057 (2) $— $— 2022 Convertible Notes $ 230,000 $ 102,788 $ 404,000 $ 215,122 (3) 2024 Senior Secured Notes $— $— $ 1,045,000 $ 973,539 (4) (1) Fair value amounts are rounded to the nearest million. (2) Carrying value of the Term Loan Facility reflects the unaccreted debt discount of $ 3.3 million as of December 31, 2021. See Note 10, "Long-Term Debt and Other Liabilities," for further information. (3) Carrying value of the 2022 Convertible Notes reflects the unaccreted debt discount of $ 22.6 million as of December 31, 2020. See Note 10, "Long-Term Debt and Other Liabilities," for further information. (4) Carrying value of the 2024 Senior Secured Notes reflects the unaccreted debt discount of $ 1.5 million as of December 31, 2020. See Note 10, "Long-Term Debt and Other Liabilities," for further information. |
Stock-Based Compensation and 40
Stock-Based Compensation and 401(k) Plan | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation and 401(k) Plan | 15. Stock-Based Compensation and 401(k) Plan As of December 31, 2021 , we maintained three stock-based incentive compensation plans: the Amended and Restated Gogo Inc. 2016 Omnibus Incentive Plan (the “2016 Omnibus Plan”), the Gogo Inc. 2013 Omnibus Incentive Plan (the “2013 Omnibus Plan”), and The Aircell Holdings Inc. Stock Option Plan, collectively referred to as the “Stock Plans,” as well as an ESPP, as defined and discussed below. Our Stock Plans provide for the grant of both equity and cash awards, including non-qualified stock options, incentive stock options, stock appreciation rights, performance awards (shares and units), restricted stock, restricted stock units (“RSUs”), deferred share units (“DSUs”) and other stock-based awards and dividend equivalents to eligible employees, directors and consultants, as determined by the Compensation Committee. Under the Stock Plans, 27,709,128 shares of common stock were reserved for issuance. As of December 31, 2021 , 3,364,627 shares remained available for grant under our Stock Plans. The contractual life of granted options is 10 years . Except as otherwise approved by the Compensation Committee, all options that are unvested as of the date on which a recipient’s employment terminates, as well as vested options that are not exercised within a prescribed period following termination, are forfeited and become available for future grants. Options granted beginning in 2010 but prior to the Option Exchange (as defined below) include options that (a) vest in specified increments over a four-year period, (b) vest on the date of grant for certain options granted to non-employee members of our Board of Directors or (c) vest on the first anniversary of the date of grant for certain options granted to non-employee members of our Board of Directors. In June 2020, we consummated an option exchange program that was approved by our stockholders at the annual meeting held on April 29, 2020 in which previously outstanding eligible options (which excluded options granted for service by non-executive members of our Board of Directors) to purchase 6,664,773 shares of common stock were surrendered and cancelled and we granted replacement options (the “Replacement Options”) in exchange for the tendered options. Of the 4,168,455 options we granted in 2020, 2,896,383 were Replacement Options. The Replacement Options vest in a single installment on December 31, 2022. Beginning in 2013, we granted RSUs, some of which vest in equal annual increments over a four-year period and others in one installment on December 31, 2022. Vested RSUs will be settled, at the discretion of the Compensation Committee, in shares of our common stock or in cash equal to the value of the applicable number of shares of our common stock on the vesting date. We also granted DSUs to directors, some of which vest on the grant date and others on the first anniversary of the grant date. DSUs will be settled in shares of our common stock 90 days after the director ceases to serve as a director. Beginning in 2014, we granted restricted stock, which vests in equal annual increments over a four-year period. These shares are deemed issued as of the date of grant, but not outstanding until they vest. We intend to settle RSU, DSU and restricted stock awards in stock and we have the shares available to do so. In 2016, 2017, 2018 and 2019, the Compensation Committee approved grants of both non-market-based awards that time vested as described above, and market-based awards. The market-based awards vested based on achieving one or more predetermined market conditions and completion of the same time-based vesting requirements applicable to the non-market-based awards. In 2020, the market-based awards granted in 2016 expired without the market-based condition having been achieved and the Compensation Committee approved removing the market-based vesting conditions in the awards granted in 2017, 2018 and 2019. As of December 31, 2021 and 2020, there are no awards that contain market-based conditions. The following is a summary of our stock-based compensation expense included in the consolidated statements of operations, excluding the stock-based compensation expense for discontinued operations, for the years December 31, 2021, 2020 and 2019 (in thousands) : 2021 2020 2019 Cost of service revenue $ 472 $ 119 $ 118 Cost of equipment revenue 523 235 275 Engineering, design and development 1,358 560 601 Sales and marketing 1,615 880 1,233 General and administrative 9,377 6,014 6,427 Total stock-based compensation expense $ 13,345 $ 7,808 $ 8,654 A summary of stock option activity (which includes amounts for both continuing and discontinued operations) for the year ended December 31, 2021 is as follows: Number of Weighted Weighted Aggregate Options outstanding – January 1, 2021 5,446,668 $ 4.19 7.33 $ 32,458 Granted 26,726 $ 9.66 Exercised ( 591,930 ) $ 3.01 Forfeited ( 12,897 ) $ 2.91 Expired ( 66,225 ) $ 17.78 Options outstanding – December 31, 2021 4,802,342 $ 4.18 6.57 $ 45,927 Options exercisable – December 31, 2021 2,669,860 $ 5.35 5.16 $ 22,874 As of December 31, 2021, total unrecognized compensation costs related to unvested stock options were approximately $ 1 million which is expected to be recognized over a weighted average period of approximately 1.2 years . The total grant date fair value of stock options vested in 2021, 2020 and 2019 was approximately $ 10 million , $ 16 million and $ 8 million, respectively. We estimate the fair value of stock options using the Black-Scholes option-pricing model. Weighted average assumptions used and weighted average grant date fair value of stock options granted for the years ended December 31, 2021, 2020, and 2019 were as follows: 2021 2020 2019 Approximate risk-free interest rate 1.0 % 0.5 % 2.3 % Average expected life (years) 5.50 6.20 6.02 Dividend yield N/A N/A N/A Volatility 77.0 % 66.8 % 60.5 % Weighted average grant date fair value of common $ 9.66 $ 2.59 $ 4.71 Weighted average grant date fair value of stock $ 6.22 $ 1.56 $ 2.69 The risk-free interest rate assumptions were based on the U.S. Treasury yield curve for the term that mirrored the expected term in effect at the time of grant. The expected life of our stock options was determined based upon a simplified assumption that the stock options will be exercised evenly from vesting to expiration, as we do not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected life. The dividend yield was based on expected dividends at the time of grant. Beginning in 2020, we calculated volatility based exclusively on our common stock. The following table summarizes the activities for our unvested RSUs and DSUs (which includes amounts for both continuing and discontinued operations) for the year ended December 31, 2021: Number of Weighted Unvested – January 1, 2021 3,448,169 $ 3.80 Granted 2,751,436 $ 10.06 Vested ( 1,940,374 ) $ 4.51 Forfeited/canceled ( 260,543 ) $ 6.79 Unvested – December 31, 2021 3,998,688 $ 7.40 As of December 31, 2021, there was approximately $ 21 million of unrecognized compensation cost related to unvested employee RSUs. This amount is expected to be recognized over a weighted-average period of approximately 2.5 years. The total grant date fair value of RSUs and DSUs vested in 2021 was approximately $ 9 million . The following table summarizes the activity for our restricted stock (which includes amounts for both continuing and discontinued operations) for the year ended December 31, 2021: Number of Weighted Unvested – January 1, 2021 18,227 $ 12.26 Granted — $ — Vested ( 18,227 ) $ 12.26 Forfeited/canceled — $ — Unvested – December 31, 2021 — $ — As of December 31, 2021 , there was no unrecognized compensation cost related to unvested employee restricted stock. ESPP - In June 2013, the Board of Directors and stockholders approved the Employee Stock Purchase Plan (“ESPP”), which became effective on June 26, 2013, and in 2017 and 2020, the ESPP was amended to increase the number of shares reserved thereunder. The ESPP allows eligible employees to purchase a limited number of shares of common stock during pre-specified offering periods at a discount established by the Compensation Committee which may not exceed 15 % of the fair market value of the common stock at the beginning or end of the offering period (whichever is lower). Under the ESPP, 2,200,000 shares were reserved for issuance and 48,560 shares of common stock were issued during the year ended December 31, 2021. As of December 31, 2021 , 766,580 shares remained available for purchase under the ESPP. 401(k) Plan - Under our 401(k) plan, all employees who are eligible to participate are entitled to make tax-deferred contributions, subject to Internal Revenue Service limitations. We match 100 % of the employee’s first 4 % of contributions made, subject to annual limitations. Our matching contributions were $ 1.8 million , $ 1.5 million, and $ 1.3 million for the years ended December 31, 2021, 2020 and 2019 , respectively. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Tax | 16. Income Tax For financial reporting purposes, the loss from continuing operations before income taxes included the following components for the years ended December 31, 2021, 2020, and 2019 ( in thousands ): For the Years Ended December 31, 2021 2020 2019 United States $ ( 27,557 ) $ ( 45,840 ) $ ( 85,806 ) Foreign ( 3,084 ) ( 2,865 ) ( 2,128 ) Loss before income taxes $ ( 30,641 ) $ ( 48,705 ) $ ( 87,934 ) Significant components of the (benefit) provision for income taxes for continuing operations for the years ended December 31, 2021, 2020, and 2019 are as follows ( in thousands ): For the Years Ended December 31, 2021 2020 2019 Current: Federal $ — $ — $ — State 90 86 385 Foreign — — — 90 86 385 Deferred: Federal ( 166,706 ) ( 318 ) 91 State ( 20,614 ) 86 87 ( 187,320 ) ( 232 ) 178 Total $ ( 187,230 ) $ ( 146 ) $ 563 The (benefit) provision for income taxes for continuing operations differs from income taxes computed at the federal statutory tax rates for the years ended December 31, 2021, 2020, and 2019 as a result of the following items: For the Years Ended December 31, 2021 2020 2019 Federal statutory rate 21.0 % 21.0 % 21.0 % Effect of: Impact of change in tax rate — — ( 0.1 ) Change in valuation allowance 595.5 ( 48.9 ) ( 25.1 ) State income taxes-net of federal tax benefit 3.2 14.0 6.9 R&D credit 8.3 — — Loss on settlement of 2022 Convertible Notes ( 12.9 ) — — Other ( 4.1 ) 14.2 ( 3.1 ) Effective tax rate 611.0 % 0.3 % ( 0.6 )% Components of the net deferred income tax asset as of December 31, 2021 and 2020 are as follows ( in thousands ): December 31, December 31, 2021 2020 Deferred income tax assets: Compensation accruals $ 2,492 $ 7,618 Stock options 7,839 23,263 Inventory 823 1,784 Warranty reserves 609 599 Fixed assets 5,821 — Capital loss 10,425 17,712 Deferred revenue 184 315 Federal net operating loss (NOL) 144,591 135,806 State NOL 29,690 25,896 Foreign NOL 15,478 18,374 Interest carryforward 71,778 66,379 UNICAP adjustment 1,070 1,733 Finite-lived intangible assets 3,374 4,748 Operating lease liability 21,118 11,539 R&D credit 2,538 — Other 4,983 7,671 Total deferred income tax assets 322,813 323,437 Deferred income tax liabilities: Fixed assets — ( 8,673 ) Indefinite-lived intangible assets ( 8,043 ) ( 7,619 ) Convertible Notes discount — ( 5,512 ) Right-of-use asset ( 17,684 ) ( 8,435 ) Interest rate cap valuation ( 909 ) — Other ( 324 ) ( 1,924 ) Total deferred income tax liabilities ( 26,960 ) ( 32,163 ) Total deferred income tax 295,853 291,274 Valuation allowance ( 110,720 ) ( 293,382 ) Net deferred income tax asset (liability) $ 185,133 $ ( 2,108 ) We regularly assess the need for a valuation allowance related to our deferred income tax assets to determine, based on the weight of the available positive and negative evidence, whether it is more likely than not that some or all of such deferred assets will not be realized. In our assessments, the Company considers recent financial operating results, the scheduled expiration of our net operating losses, potential sources of taxable income, the reversal of existing taxable differences, taxable income in prior carryback years, if permitted under tax law, and tax planning strategies. Based on our most recent assessment, for the year ended December 31, 2021, we released $ 195.8 million of the valuation allowance for the portion of our deferred income tax assets that we are more likely than not going to utilize. As of December 31, 2021, we can demonstrate an estimate of objectively verifiable future income based on the prior three years of pre-tax income from continuing operations, adjusted for the change in interest expense resulting from the Refinancing. This estimate of future income, along with our assessment of the other positive and negative evidence considered, supports the release of a portion of the valuation allowance. The remaining valuation allowance is still required for deferred tax assets related to certain state and foreign NOLs, capital losses, and the Section 163(j) interest limitation carryforward as it was more likely than not as of December 31, 2021 that these deferred tax assets will not be realized. If we continue to sustain our current operating performance, additional reversals of our valuation allowance could occur within the next twelve to eighteen months. As of December 31, 2021, the federal net operating loss (“NOL”) carryforward amount was approximately $ 689 million and the state NOL carryforward amount was approximately $ 523 million . The federal NOLs begin to expire in 2031. The state NOLs expire in various tax years beginning in 2022. As of December 31, 2021, the Canadian NOL carryforward amount was approximately $ 58 million, and it will begin to expire in 2032. Utilization of our NOL, interest carryforward and tax credit carryforwards may be subject to substantial annual limitations due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such annual limitations could result in the expiration of the NOL and tax credit carryforwards before their utilization. The interest carryforward arises from U.S. Tax Reform and generally limits the interest expense deduction to 30 % of EBITDA for tax years 2018 to 2021 and 30 % of EBIT for 2022 and subsequent years. The interest carryforward will not expire as it may be carried forward indefinitely. The events that may cause ownership changes include, but are not limited to, a cumulative stock ownership change of greater than 50 % over a three-year period. As of December 31,2021, 2020 and 2019 , we did no t have any unrecognized tax benefits. We are subject to taxation and file income tax returns in the United States federal jurisdiction and many states and Canada. With few exceptions, as of December 31, 2021, we are no longer subject to U.S. federal, state, local or foreign examinations by tax authorities for years before 2017. We record penalties and interest relating to uncertain tax positions in the income tax provision line item in the consolidated statement of operations. No penalties or interest related to uncertain tax positions were recorded for the years ended December 31, 2021, 2020 or 2019. As of December 31, 2021 and 2020 , we did no t have a liability recorded for interest or potential penalties. We do no t expect a change in the unrecognized tax benefits within the next 12 months. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | 17. Leases The following is a summary of our lease expense included in the consolidated statement of operations (in thousands) : For the Years Ended December 31, 2021 2020 2019 Operating lease cost $ 13,203 $ 11,688 $ 11,676 Finance lease cost: Amortization of leased assets 35 230 665 Interest on lease liabilities 50 113 56 Total lease cost $ 13,288 $ 12,031 $ 12,397 Other information regarding our leases is as follows (in thousands, except lease terms and discount rates) : For the Years Ended December 31, 2021 2020 2019 Supplemental cash flow information Cash paid for amounts included in measurement of lease liabilities: Operating cash flows used in operating leases $ 13,930 $ 12,733 $ 13,059 Operating cash flows used in finance leases $ 51 $ 113 $ 56 Financing cash flows used in finance leases $ 145 $ 546 $ — Non-cash items: Operating leases obtained $ 43,148 $ 5,342 $ 4,197 Finance leases obtained $ — $ 428 $ 1,268 Weighted average remaining lease term Operating leases 9 years 7 years 8 years Finance leases 2 years 2 years 3 years Weighted average discount rate Operating leases 7.0 % 11.2 % 10.3 % Finance leases 18.6 % 10.5 % 8.3 % Annual future minimum lease payments as of December 31, 2021 (in thousands) : Years ending December 31, Operating Financing 2022 $ 12,815 $ 156 2023 12,698 91 2024 12,043 — 2025 11,249 — 2026 11,184 — Thereafter 53,914 — Total future minimum lease payments 113,903 247 Less: Amount representing interest ( 29,130 ) ( 31 ) Present value of net minimum lease payments $ 84,773 $ 216 Reported as of December 31, 2021 Accrued liabilities $ 7,444 $ 129 Non-current operating lease liabilities 77,329 — Other non-current liabilities — 87 Total lease liabilities $ 84,773 $ 216 As of December 31, 2021 , there were no significant leases which had not yet commenced. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 18. Commitments and Contingencies Contractual Commitments - We have agreements with various vendors under which we have remaining commitments to purchase hardware components and development services. Such commitments will become payable as we receive the hardware components or as development services are provided. Indemnifications and Guarantees - In accordance with Delaware law, we indemnify our officers and directors for certain events or occurrences while the officer or director is, or was, serving at our request in such capacity. The maximum potential amount of future payments we could be required to make under this indemnification is uncertain and may be unlimited, depending upon circumstances. However, our Directors’ and Officers’ insurance does provide coverage for certain of these losses. In the ordinary course of business, we may occasionally enter into agreements pursuant to which we may be obligated to pay for the failure of the performance of others, such as the use of corporate credit cards issued to employees. Based on historical experience, we believe that the risk of sustaining any material loss related to such guarantees is remote. We have entered into a number of agreements pursuant to which we indemnify the other party for losses and expenses suffered or incurred in connection with any patent, copyright, or trademark infringement or misappropriation claim asserted by a third party with respect to our equipment or services. The maximum potential amount of future payments we could be required to make under these indemnification agreements is uncertain and is typically not limited by the terms of the agreements. Linksmart Litigation - On April 20, 2018 , Linksmart Wireless Technology, LLC filed suit against Gogo Inc., Gogo LLC, our former subsidiary and the entity that operated our CA business (“Gogo LLC”), and eight CA airline partners in the U.S. District Court for the Central District of California alleging that CA’s redirection server and login portal infringe a patent owned by the plaintiff. The suits sought an unspecified amount of damages. Intelsat is required under its contracts with these airlines, which it assumed in the Transaction, to indemnify them for defense costs and any liabilities resulting from the suit. In November 2021, the plaintiff, the successor to Gogo LLC and Gogo Inc. entered into a settlement agreement which included no payment or other obligation on our part other than a release of plaintiff from any claims related to the litigation or the patent at issue. In December 2021, the court dismissed the suit with prejudice. Securities Litigation - On June 27, 2018 , a purported stockholder of the Company filed a putative class action lawsuit in the United States District Court for the Northern District of Illinois, Eastern Division styled Pierrelouis v. Gogo Inc., naming the Company, its former Chief Executive Officer and Chief Financial Officer, its current Chief Financial Officer and its then-current President, Commercial Aviation as defendants purportedly on behalf of all purchasers of our securities from February 27, 2017 through May 4, 2018. The complaint asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder, alleging misrepresentations or omissions by us purporting to relate to the reliability of and installation and remediation costs associated with CA’s 2Ku antenna. The plaintiffs seek to recover from us and the individual defendants an unspecified amount of damages. In December 2018 the plaintiffs filed an amended complaint and in February 2019, we filed a motion to dismiss such amended complaint. In October 2019 the judge granted the motion to dismiss on two independent grounds, finding that plaintiffs failed to plausibly allege that defendants made materially false or misleading statements and that plaintiffs failed to plead with particularity that defendants acted with scienter. The amended complaint was dismissed without prejudice, and in December 2019, defendants filed a second amended complaint. In July 2020, plaintiffs filed a motion requesting leave to file a proposed third amended complaint, which was granted by the Court. Plaintiffs proceeded to file the third amended complaint in July 2020 and we filed a motion to dismiss in September 2020. In April 2021, the Court denied our motion to dismiss, and the defendants filed their answer and affirmative defenses to the third amended complaint in June 2021. The parties engaged in mediation and reached a tentative resolution that includes a cash payment of $ 17.3 million (to be funded by our Directors' and Officers' insurance policy) in exchange for a dismissal with prejudice of the class claims and full releases. As a result of this development, the Company has accrued a $ 17.3 million liability within Accrued liabilities and a corresponding insurance receivable in Prepaid expenses and other current assets in the consolidated balance sheets as of December 31, 2021. This resolution is subject to execution by the parties of a definitive settlement agreement and final approval by the court. While the Company will in good faith negotiate the terms of the definitive settlement agreement and seek court approval, there can be no assurance that these efforts will result in a settlement or, if they do, as to the timing of such settlement. We believe that the claims are without merit and will continue to defend them vigorously should the parties’ settlement efforts be unsuccessful. Derivative Litigation - On September 25, 2018 and September 26, 2018 , two purported stockholders of the Company filed substantively identical derivative lawsuits in the United States District Court for the Northern District of Illinois, Eastern Division, styled Nanduri v. Gogo Inc. and Hutsenpiller v. Gogo Inc., respectively. Both lawsuits were purportedly brought derivatively on behalf of us and name us as a nominal defendant and name as defendants each member of the Company’s Board of Directors, its former Chief Executive Officer and Chief Financial Officer and its current Chief Executive Officer, Chief Financial Officer and President, Commercial Aviation. The complaints assert claims under Section 14(a) of the Securities Exchange Act of 1934, breach of fiduciary duty, unjust enrichment, and waste of corporate assets, and allege misrepresentations or omissions by us purporting to relate to the 2Ku antenna’s reliability and installation and remediation costs, as well as allegedly excessive bonuses, stock options, and other compensation paid to current Officers and Directors and excessive severance paid to former Officers. The plaintiffs seek to recover, on our behalf, an unspecified amount of damages from the individual defendants. The two lawsuits were consolidated and were stayed pending a final disposition of the motion to dismiss in the class action suit and remain stayed. In addition, a purported stockholder has sent a letter to the Company’s Board of Directors, dated June 21, 2021, demanding based on substantially the same allegations, that the Company sue certain current and former Officers for, inter alia , breach of fiduciary duty. We believe that the claims are without merit and intend to defend them vigorously. No amounts have been accrued for any potential costs under these matters, as we cannot reasonably predict the outcome or the potential costs. We have filed a claim under our Directors’ and Officers’ insurance policy with respect to these suits and the demand from the purported stockholder. We expect any material financial exposure for these matters to be borne by our insurance carriers, although they have reserved their rights under the policies. SmartSky Litigation - On February 28, 2022, SmartSky Networks, LLC brought suit against Gogo Inc. and its subsidiary Gogo Business Aviation LLC in the U.S. District Court for the District of Delaware alleging that Gogo 5G infringes four patents owned by the plaintiff. The suit seeks an unspecified amount of compensatory damages as well as treble damages for alleged willful infringement and asks that the Court temporarily and permanently enjoin defendants from infringing the patents at issue. We believe that the plaintiff’s claims are without merit and intend to defend our position vigorously. The outcome of this litigation is inherently uncertain. No amounts have been accrued for any potential losses under this matter, as we cannot reasonably predict the outcome of the litigation or any potential losses. From time to time we may become involved in legal proceedings arising in the ordinary course of our business. We cannot predict with certainty the outcome of any litigation or the potential for future litigation. Regardless of the outcome of any particular litigation and the merits of any particular claim, litigation can have a material adverse impact on our company due to, among other reasons, any injunctive relief granted, which could inhibit our ability to operate our business, amounts paid as damages or in settlement of any such matter, diversion of management resources and defense costs. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2021 | |
AOCI Attributable to Parent [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | 19. Accumulated Other Comprehensive Income (Loss) The following is a summary of changes in accumulated other comprehensive income (loss) by component (in thousands): Change in Currency Fair Value of Translation Cash Flow Adjustment Hedge Total Balance at January 1, 2019 $ ( 3,554 ) $ — $ ( 3,554 ) Other comprehensive income (loss) before reclassifications 1,298 — 1,298 Less: income (loss) realized and reclassified to earnings — — — Net current period comprehensive loss 1,298 — 1,298 Balance at December 31, 2019 $ ( 2,256 ) $ — $ ( 2,256 ) Other comprehensive income (loss) before reclassifications 1,243 — 1,243 Less: income (loss) realized and reclassified to earnings — — — Net current period comprehensive loss 1,243 — 1,243 Balance at December 31, 2020 $ ( 1,013 ) $ — $ ( 1,013 ) Other comprehensive income (loss) before reclassifications 53 2,747 2,800 Less: income (loss) realized and reclassified to earnings — ( 2 ) ( 2 ) Net current period comprehensive income (loss) 53 2,749 2,802 Balance at December 31, 2021 $ ( 960 ) $ 2,749 $ 1,789 |
Condensed Financial Information
Condensed Financial Information of Registrant | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Condensed Financial Information of Registrant | 20. Condensed Financial Information of Registrant The following presents the condensed financial information of our parent company on a standalone basis. Gogo Inc. Condensed Balance Sheets (in thousands) December 31, December 31, 2021 2020 Assets: Cash and cash equivalents $ 55,069 $ 55,065 Prepaid expenses and other current assets 25 25 Deferred income taxes 186,041 — Total assets $ 241,135 $ 55,090 Liabilities and stockholders’ deficit: Other current liabilities $ 740 $ 1,947 Current portion of long-term debt 102,370 — Long-term debt — 212,387 Other non-current liabilities — 2,108 Investments and payables with subsidiaries 458,179 479,762 Total liabilities 561,289 696,204 Total stockholders’ deficit ( 320,154 ) ( 641,114 ) Total liabilities and stockholders’ deficit $ 241,135 $ 55,090 Gogo Inc. Condensed Statements of Operations and Comprehensive Income (Loss) (in thousands) For the Years Ended December 31, 2021 2020 2019 Interest income $ ( 6 ) $ ( 451 ) $ ( 3,083 ) Interest expense 9,504 29,318 33,807 Loss on extinguishment of debt 18,948 — 9,163 Other ( 4 ) 4 3 Total other expense 28,442 28,871 39,890 Loss before income taxes ( 28,442 ) ( 28,871 ) ( 39,890 ) Income tax provision (benefit) ( 187,230 ) ( 146 ) 563 Equity losses of subsidiaries 6,053 221,311 105,551 Net income (loss) $ 152,735 $ ( 250,036 ) $ ( 146,004 ) Comprehensive income (loss) $ 152,735 $ ( 250,036 ) $ ( 146,004 ) Gogo Inc. Condensed Statements of Cash Flows (in thousands) For the Years Ended December 31, 2021 2020 2019 Net income (loss) $ 152,735 $ ( 250,036 ) $ ( 146,004 ) Accretion of debt discount — 13,255 15,276 Amortization of deferred financing costs 1,387 1,781 1,906 Loss on extinguishment of debt 18,948 — 9,163 Subsidiary equity losses 6,053 221,311 105,551 Deferred income taxes ( 187,220 ) ( 232 ) 178 Other operating activities 1,819 ( 114 ) ( 1,224 ) Net cash used in operating activities ( 6,278 ) ( 14,035 ) ( 15,154 ) Redemption of short-term investments — — 39,323 Investments and advances with subsidiaries 11,552 ( 45,097 ) 94,716 Net cash provided by (used in) investing activities 11,552 ( 45,097 ) 134,039 Financing activities: Repurchase of convertible notes — ( 2,498 ) ( 159,502 ) Other financing activities ( 5,245 ) ( 4,227 ) 325 Net cash used in financing activities ( 5,245 ) ( 6,725 ) ( 159,177 ) Increase (decrease) in cash, cash equivalents and restricted cash 29 ( 65,857 ) ( 40,292 ) Cash, cash equivalents and restricted cash at beginning of period 55,065 120,922 161,214 Cash, cash equivalents and restricted cash at end of period $ 55,094 $ 55,065 $ 120,922 Cash, cash equivalents and restricted cash at end of period $ 55,094 $ 55,065 $ 120,922 Less: current restricted cash 25 — — Less: non-current restricted cash — — 2,599 Cash and cash equivalents at end of period $ 55,069 $ 55,065 $ 118,323 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation – The consolidated financial statements include our wholly owned subsidiaries. All intercompany transactions and account balances have been eliminated. |
Use of Estimates | Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates the significant estimates and bases such estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances. However, actual results could differ materially from those estimates. |
Significant Risks and Uncertainties | Significant Risks and Uncertainties - Our operations are subject to certain risks and uncertainties, including without limitation those associated with continuing losses, fluctuations in operating results, funding of our growth, implementation of our technology roadmap, strategic alliances, relationships with customers, suppliers and dealers, financing terms that may restrict operations, regulatory issues, competition, COVID-19, the economy, technology trends and evolving industry standards. |
Cash, Cash Equivalents and Short-Term Investments | Cash, Cash Equivalents and Short-Term Investments - We consider cash and cash equivalents to be short-term, highly liquid investments that have the following characteristics: readily convertible to known amounts of cash, so near their maturities that there is insignificant risk of changes in value due to any changes in market interest rates, and having maturities of three months or less when purchased. We continually monitor positions with, and the credit quality of, the financial institutions with which we invest. The carrying amounts reported in the balance sheets for cash and cash equivalents approximate the fair market value of these assets. We consider short-term investments to be investments with maturities of twelve months or less (but greater than three months). |
Restricted Cash | Restricted Cash - Certain cash amounts are restricted as to use and are classified outside of cash and cash equivalents. Cash amounts with restrictions of twelve months or less are included in Prepaid expenses and other current assets and amounts restricted for greater than twelve months are included in Other non-current assets in our consolidated balance sheets. Our restricted cash balances were $ 0.4 million and $ 0.5 million , respectively, as of December 31, 2021 and 2020. The balance as of December 31, 2021 consisted primarily of a letter of credit issued for the benefit of the landlord of our new office location in Chicago, IL. The balance as of December 31, 2020 consisted of a letter of credit issued for the benefit of the landlord of our current office location in Broomfield, CO which was no longer required as of December 31, 2021. |
Concentrations of Credit Risk | Concentrations of Credit Risk - Financial instruments that potentially subject us to a concentration of credit risk consist principally of cash and cash equivalents. All cash and cash equivalents are invested with creditworthy financial institutions. |
Income Tax | Income Tax - We use an asset- and liability-based approach in accounting for income taxes. Deferred income tax assets and liabilities are recorded for tax attributes and are based on the differences between the financial statement and tax basis of assets and liabilities, applying enacted statutory tax rates in effect for the year in which the tax differences are expected to reverse. We regularly assess the need for a valuation allowance related to our deferred income tax assets to determine, based on the weight of the available positive and negative evidence, whether it is more likely than not that some or all of such deferred assets will not be realized. We also consider the existence of any uncertain tax positions and, as necessary, provide a reserve for any uncertain tax positions at each reporting date. See Note 16, "Income Tax," for further details. |
Inventories | Inventories - Inventories consist primarily of telecommunications systems and parts and are recorded at the lower of average cost or market. We evaluate the need for write-downs associated with obsolete, slow-moving and nonsalable inventory by reviewing net realizable inventory values on a periodic basis. See Note 6, "Inventories," for further details. |
Property and Equipment and Depreciation | Property and Equipment and Depreciation - Property and equipment, including leasehold improvements, are stated at historical cost, less accumulated depreciation. Network asset inventory and construction in progress, which include materials, transmission and related equipment, interest and other costs relating to the construction and development of our network, are not depreciated until they are put into service. Network equipment consists of switching equipment, antennas, base transceiver stations, site preparation costs, and other related equipment used in the operation of our network. Depreciation expense totaled $ 7.9 million , $ 7.9 million and $ 10.6 million for the years ended December 31, 2021, 2020 and 2019 , respectively. Subsequent to the issuance of the Company’s 2020 consolidated financial statements, the Company determined that the depreciation expense amounts disclosed in the footnotes to the 2020 Form 10-K represented both depreciation and amortization expense and thus were overstated by $ 6.3 million and $ 6.1 million for the years ended December 31, 2020 and 2019, respectively. During the current year, the Company corrected these disclosed depreciation expense amounts in the footnote. These disclosure adjustments did not impact the amounts recorded in the consolidated financial statements and the Company believes the disclosure adjustments are not material. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives for owned assets, which are as follows: Office equipment, furniture, fixtures and other 3 - 5 years Leasehold improvements 7 - 15 years Network equipment 5 - 25 years See Note 7, "Composition of Certain Balance Sheet Accounts," for further details. Improvements to leased property are depreciated over the shorter of the useful life of the improvement or the term of the related lease. We reassess the useful lives of leasehold improvements when there are changes to the terms of the underlying lease. Such reassessment has resulted in the useful life of specific assets being adjusted to a shorter period than originally estimated, resulting in an increase in annual depreciation expense for those assets. Repairs and maintenance costs are expensed as incurred. |
Software Development Costs | Software Development Costs - We capitalize costs for network and non-network software developed or obtained for internal use during the application development stage. These costs include purchased software and direct costs associated with the development and configuration of internal use software that supports the operation of our service offerings. These costs are included in Intangible assets, net, in our consolidated balance sheets and, when the software is placed in service, are amortized on a straight-line basis over their estimated useful lives. Costs incurred in the preliminary project and post-implementation stages, as well as maintenance and training costs, are expensed as incurred. With respect to software sold as part of our equipment sales, we capitalize software development costs once technological feasibility has been established. Such capitalized software costs are amortized on a product-by-product basis over the remaining estimated economic life of the product, based on the greater of the ratio that current gross revenues for a product bear to the total of current and anticipated future gross revenues for that product or the straight-line method. |
Intangible Assets | Intangible Assets - Intangible assets with indefinite lives are not amortized but are reviewed for impairment at least annually or whenever events or circumstances indicate the carrying value of the asset may not be recoverable. Our FCC Licenses, as defined in Note 9, "Intangible Assets," are our only material indefinite-lived intangible assets. We perform our annual impairment test of our FCC Licenses during the fourth quarter of each fiscal year. We assess qualitative factors to determine the likelihood of impairment. Our qualitative analysis includes, but is not limited to, assessing the changes in macroeconomic conditions, regulatory environment, industry and market conditions, financial performance versus budget and any other events or circumstances specific to the FCC Licenses. If it is more likely than not that the fair value of the FCC Licenses is greater than the carrying value, no further testing is required. If our qualitative analysis indicates more testing is required, or if we elect not to perform a qualitative analysis, we will apply the quantitative impairment test method. Our quantitative impairment testing of the FCC Licenses uses the Greenfield method, an income-based approach. When performing this quantitative impairment testing, we estimate the value of our FCC spectrum licenses by calculating the present value of the cash flows of a hypothetical new market participant whose only assets are such licenses to determine the fair value of the FCC licenses. The estimate takes into account all costs and expenses necessary to build the Company’s infrastructure during the start-up period, projected revenue, and cash flows once the infrastructure is completed. Since there is limited corroborating data available in the marketplace that would demonstrate a market participant’s experience in establishing an “air-to-ground” business, we utilize our historic results and future projections as the underlying basis for the application of the Greenfield method. We follow the traditional discounted cash flow method, calculating the present value of a new market participant’s estimated debt free cash flows, based on our historical weighted average cost of capital, adjusted to reflect the cost of capital for a new market participant. Although we believe our projected future operating results and cash flows and related estimates regarding fair values are based on reasonable assumptions, projected operating results and cash flows may not always be achieved. The failure to achieve one or more of our assumptions regarding projected operating results and cash flows in the near term or long term could reduce the estimated fair value below carrying value and result in the recognition of an impairment charge. The results of our annual indefinite-lived intangible asset impairment assessments for 2021, 2020 and 2019 indicated no impairment. Intangible assets that are deemed to have a finite life are amortized over their useful lives as follows: Software 3 - 8 years OEM and dealer relationships 10 years Service customer relationships 5 - 7 years Other intangible assets 4 - 10 years See Note 9, "Intangible Assets," for further details |
Long-Lived Assets | Long-Lived Assets - We review our long-lived assets to determine potential impairment whenever events indicate that the carrying amount of such assets may not be recoverable. We do this by comparing the carrying value of the long-lived assets with the estimated future undiscounted cash flows expected to result from the use of the assets, including cash flows from disposition. If we determine an impairment exists, the asset is written down to estimated fair value. There were no impairments of long-lived assets in 2021, 2020 or 2019 . |
Revenue Recognition | Revenue Recognition - Our revenue is primarily earned from providing connectivity and entertainment services and through sales of equipment. We account for revenue in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”). We determine revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenue as we satisfy the performance obligations. Service revenue primarily consists of monthly subscription and usage fees paid by aircraft owners and operators for telecommunication, data, and in-flight entertainment services and is recognized as the services are provided to the customer. Equipment revenue primarily consists of proceeds from the sale of ATG and satellite connectivity equipment and the sale of entertainment equipment and is generally recognized when the equipment is shipped to OEMs and dealers. In all cases, we evaluate whether a contract exists as it relates to collectability of the contract. Once a contract is deemed to exist, we evaluate the transaction price and deliverables under the contract. A limited number of contracts contain multiple equipment and service deliverables. For these contracts, we account for each distinct good or service as a separate performance obligation. We allocate the contract’s transaction price to each performance obligation using the relative standalone selling price, which is based on the actual selling price for any good or service sold separately to a similar class of customer. See Note 5, "Revenue Recognition," for further information. |
Research and Development Costs | Research and Development Costs - Expenditures for research and development are charged to expense as incurred and totaled $ 24.9 million , $ 25.2 million and $ 26.0 million for the years ended December 31, 2021, 2020 and 2019 , respectively. Research and development costs are reported as engineering, design and development expenses in our consolidated statements of operations. |
Warranty | Warranty - We provide warranties on parts and labor related to our products. Our warranty terms range from two to five years. Warranty reserves are established for costs that are estimated to be incurred after the sale, delivery and installation of the products under warranty. The warranty reserves are determined based on known product failures, historical experience and other available evidence, and are included in accrued liabilities in our consolidated balance sheets. See Note 8, "Composition of Certain Reserves and Allowances," for the details of the changes in our warranty reserve. |
Asset Retirement Obligations | Asset Retirement Obligations - We have certain asset retirement obligations related to contractual commitments to remove our network equipment and other assets from leased cell sites upon termination of the site leases. The asset retirement obligations are classified as a noncurrent liability in our consolidated balance sheets. See Note 7, "Composition of Certain Balance Sheet Accounts," for the details of the changes in our asset retirement obligations. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments - We group financial assets and financial liabilities measured at fair value into three levels of hierarchy based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. See Note 14, "Fair Value of Financial Assets and Liabilities," for further information. |
Derivatives | Derivatives - We are exposed to interest rate risk on our variable rate borrowings. We currently use interest rate caps to manage our exposure to interest rate changes, and have designated these interest rate caps as cash flow hedges for accounting purposes. We account for these interest rate caps in accordance with ASC 815, Derivatives and Hedging , which requires companies to recognize all derivative instruments as either assets or liabilities at fair value in the balance sheet. We record the effective portion of changes in the fair value of our cash flow hedges to other comprehensive income (loss), net of tax, and subsequently reclassify these amounts into earnings in the period during which the hedged transaction is recognized. See Note 11, "Derivative Instruments and Hedging Activities," for further information. In March 2015, we entered into the Forward Transactions (as defined and described in Note 10, "Long-Term Debt and Other Liabilities") in which we purchased 7.2 million shares of our common stock for approximately $ 140.0 million, with an expected settlement date on or around March 13, 2020 , and in December 2019, we amended a portion of the Forward Transactions to extend the expected settlement date for approximately 2.1 million of those shares to on or around May 15, 2022 . During March 2020, approximately 5.1 million shares of common stock were delivered to us in connection with the Forward Transactions. In April 2021, approximately 1.5 million shares of common stock were delivered to us in connection with the Amended and Restated Forward Transaction (as defined and described in Note 10, "Long-term Debt and Other Liabilities"). We accounted for these shares as Treasury stock and reclassified $ 29.9 million and $ 98.9 million for the years ended December 31, 2021 and 2020, respectively, from Additional paid-in capital to Treasury stock, at cost, in our consolidated balance sheets. Because the Forward Transactions are indexed to our own stock and classified within stockholders’ equity, we do not account for the Forward Transactions as derivative instruments in accordance with ASC 815, Derivatives and Hedging . See Note 10, "Long-Term Debt and Other Liabilities," for further information. |
Convertible Notes | Convertible Notes – Proceeds received from the issuance of the 2022 Convertible Notes and the 2020 Convertible Notes (as defined in Note 10, “Long-Term Debt and Other Liabilities”) were initially allocated between a liability component (Long-term debt) and an equity component (Additional paid-in capital), within the consolidated balance sheets. The fair value of the liability component was measured using rates determined for similar debt instruments without a conversion feature. The carrying amount of the equity component, representing the conversion option, was determined by deducting the fair value of the liability component from the aggregate face value of the 2022 Convertible Notes and the 2020 Convertible Notes. Upon adoption of ASU 2020-06 on January 1, 2021, the 2022 Convertible Notes are accounted for as a single liability. See "- Recently Issued Accounting Pronouncements," for more information on the adoption of ASU 2020-06. See Note 10, "Long-Term Debt and Other Liabilities," for further information. |
Net Earnings (Loss) Per Share | Earnings (Loss) Per Share - We calculate basic earnings (loss) per share using the weighted-average number of common shares outstanding during the period. We calculate diluted earnings (loss) per share using the weighted-average number of common shares outstanding and all dilutive potential common shares outstanding. See Note 4, "Earnings (Loss) Per Share," for further information. |
Stock-Based Compensation Expense | Stock-Based Compensation Expense - Compensation cost is measured and recognized at fair value for all stock-based payments, including stock options. For time-based vesting stock options, we estimate fair value using the Black-Scholes option-pricing model, which requires assumptions, such as expected volatility, risk-free interest rate, expected life, and dividends. Forfeitures are recognized when they occur. RSUs and restricted stock are measured based on the fair market value of the underlying stock on the date of grant. For awards with a market condition (which we have used on a limited basis), we estimate fair value using the Monte Carlo Simulation model, which requires assumptions, such as volatility, risk-free interest rate, expected life and dividends. Our stock-based compensation expense is recognized over the applicable vesting period and is included in the same operating expense line items in the consolidated statements of operations as the base cash compensation paid to the underlying employees . See Note 15, "Stock-Based Compensation and 401(k) Plan," for further information. |
Leases | Leases – We account for leases in accordance with Accounting Standards Codification Topic 842, “Leases” (“ASC 842”). We have operating lease agreements for which w e have recorded lease liabilities and right-of-use assets for leases primarily related to cell sites and office buildings. We determine whether a contract contains a lease at contract inception and calculate the lease liability and right-of-use asset using our incremental borrowing rate. Our cell site leases generally have terms of five to ten years , with renewal options for an additional five to 25 years . For certain cell sites, the renewal options are deemed to be reasonably certain to be exercised. During the periods presented, our building leases ranged from one to ten years , with renewal options for an additional one to five years . We recognize operating lease expense on a straight-line basis over the lease term. We have finance leases for computer and office equipment. Covenants within the Term Loan Facility contain certain restrictions on our ability to enter into new finance lease arrangements. See Note 17, "Leases," for further information. |
Advertising Costs | Advertising Costs - Costs for advertising are expensed as incurred. |
Debt Issuance Costs | Debt Issuance Costs - We defer loan origination fees and financing costs related to our various debt offerings as deferred financing costs. Additionally, we defer fees paid directly to the lenders related to amendments of our various debt offerings as deferred financing costs. We amortize these costs over the term of the underlying debt obligation using the effective interest method and include them in interest expense in the consolidated statement of operations. The fees incurred but not paid directly to the lenders in connection with amendments are expensed as incurred to interest expense. Deferred financing costs associated with future debt issuances are written off in the period during which we determine that the debt will no longer be issued. See Note 10, "Long-Term Debt and Other Liabilities," for further information. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) - Comprehensive income for the year ended December 31, 2021 is net income plus unrealized gains and losses on foreign currency translation adjustments and the changes in fair value of cash flow hedges. Comprehensive loss for the years ended December 31, 2020 and 2019 is net loss plus unrealized gains and losses on foreign currency translation adjustments. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The Company considers the applicability and impact of all Accounting Standards Updates (ASUs) issued by the Financial Accounting Standards Board (FASB). ASUs not listed below were assessed and determined to be either not applicable or expected to have minimal impact on our consolidated financial statements. Accounting standards adopted: On January 1, 2021, we adopted ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain convertible instruments by removing the separation models for convertible debt with a cash conversion feature or convertible instruments with a beneficial conversion feature. As a result, convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. Additionally, ASU 2020-06 amends the diluted earnings per share calculation for convertible instruments by requiring the use of the if-converted method. The treasury stock method is no longer available. This standard is effective beginning on January 1, 2022, with early adoption permitted. Adoption of the standard requires using either a modified retrospective or a full retrospective approach. We elected to early adopt ASU 2020-06 using the modified retrospective approach. The cumulative impact of using the modified retrospective approach for the adoption of ASU 2020-06 on our consolidated balance sheets as of January 1, 2021 is summarized below: Balance at Impact of Balances with 2020 ASU 2020-06 ASU 2020-06 Liabilities Long-term debt $ 827,968 $ 21,943 $ 849,911 Equity Additional paid-in capital $ 1,088,590 $ ( 47,423 ) $ 1,041,167 Accumulated deficit $ ( 1,629,843 ) $ 25,480 $ ( 1,604,363 ) On January 1, 2021, we adopted Accounting Standards Update No. 2019-12 – Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes (“ASU 2019-12”). The amendments in ASU 2019-12 eliminate certain exceptions to the incremental approach for intraperiod tax allocation and interim period income tax accounting for year-to-date losses that exceed projected losses. ASU 2019-12 also clarifies and simplifies other aspects of the accounting for income taxes. Adoption of this standard did not have a material impact on our consolidated financial statements. All other new pronouncements: In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance to increase the transparency of transactions with a government accounted for by applying a grant or contribution accounting model by analogy. ASU 2021-10 requires an entity to disclose information about the nature of the transactions, including the significant terms and conditions, accounting policy used to account for the transactions, and the effect of the transactions on the financial statements. This guidance is effective beginning on January 1, 2022. We are currently evaluating the impact that this guidance will have upon our consolidated financial statements. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Summarizes the results of discontinued operations | The following table summarizes the results of discontinued operations which are presented as Net loss from discontinued operations, net of tax, in our consolidated statements of operations (in thousands) : For the Years Ended December 31, 2021 2020 2019 Revenue: Service revenue $ — $ 192,616 $ 442,431 Equipment revenue — 40,483 84,310 Total revenue — 233,099 526,741 Operating expenses: Cost of service revenue (exclusive of items shown below) — 145,958 255,706 Cost of equipment revenue (exclusive of items shown below) — 33,978 82,984 Engineering, design and development — 57,167 82,597 Sales and marketing — 24,121 27,920 General and administrative 6,283 40,551 35,215 Impairment of long-lived assets — 47,375 — Depreciation and amortization — 119,827 102,127 Total operating expenses 6,283 468,977 586,549 Operating loss ( 6,283 ) ( 235,878 ) ( 59,808 ) Other (income) expense: Gain on sale of CA business ( 1,598 ) ( 37,958 ) — Other (income) expense — 3,134 ( 2,744 ) Total other (income) expense: ( 1,598 ) ( 34,824 ) ( 2,744 ) Loss before income taxes ( 4,685 ) ( 201,054 ) ( 57,064 ) Income tax provision (benefit) ( 831 ) 423 443 Net loss from discontinued operations, net of tax $ ( 3,854 ) $ ( 201,477 ) $ ( 57,507 ) |
Summary of Stock-Based Compensation Expense by Operating Expense | The following is a summary of our stock-based compensation expense included in the consolidated statements of operations, excluding the stock-based compensation expense for discontinued operations, for the years December 31, 2021, 2020 and 2019 (in thousands) : 2021 2020 2019 Cost of service revenue $ 472 $ 119 $ 118 Cost of equipment revenue 523 235 275 Engineering, design and development 1,358 560 601 Sales and marketing 1,615 880 1,233 General and administrative 9,377 6,014 6,427 Total stock-based compensation expense $ 13,345 $ 7,808 $ 8,654 |
Discontinued Operations | |
Summary of Stock-Based Compensation Expense by Operating Expense | The following is a summary of our stock-based compensation expense by operating expense line contained within the results of discontinued operations for the years December 31, 2021, 2020 and 2019 (in thousands) : 2021 2020 2019 Cost of service revenue $ — $ 7,647 $ 1,497 Cost of equipment revenue — — — Engineering, design and development — 5,836 2,398 Sales and marketing — 7,911 2,144 General and administrative 4,817 4,413 1,819 Total stock-based compensation expense $ 4,817 $ 25,807 $ 7,858 |
Summary of Significant Accoun_3
Summary of Significant Accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Depreciation of Property and Equipment Estimated Useful Lives | Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives for owned assets, which are as follows: Office equipment, furniture, fixtures and other 3 - 5 years Leasehold improvements 7 - 15 years Network equipment 5 - 25 years |
Finite Lived Intangible Asset Useful Life | Intangible assets that are deemed to have a finite life are amortized over their useful lives as follows: Software 3 - 8 years OEM and dealer relationships 10 years Service customer relationships 5 - 7 years Other intangible assets 4 - 10 years |
Summary of Cumulative Effect of Adoption on Consolidated Balance Sheets | The cumulative impact of using the modified retrospective approach for the adoption of ASU 2020-06 on our consolidated balance sheets as of January 1, 2021 is summarized below: Balance at Impact of Balances with 2020 ASU 2020-06 ASU 2020-06 Liabilities Long-term debt $ 827,968 $ 21,943 $ 849,911 Equity Additional paid-in capital $ 1,088,590 $ ( 47,423 ) $ 1,041,167 Accumulated deficit $ ( 1,629,843 ) $ 25,480 $ ( 1,604,363 ) |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Share | The following table sets forth the computation of basic and diluted earnings per share for the years ended December 31, 2021, 2020 and 2019; however, for the reasons described above, the shares associated with the Forward Transactions are excluded from the computation of basic earnings per share ( in thousands, except per share amounts ): For the Year Ended December 31, 2021 Income (Numerator) Shares (Denominator) Per Share Amount Net income from continuing operations $ 156,589 Less: Participation rights on Forward Transactions allocated to continuing operations 1,484 Basic Earnings Per Share from Continuing Operations Undistributed income from continuing operations $ 155,105 103,400 $ 1.50 Effect of Dilutive Securities from Continuing Operations Stock-based compensation — 6,674 2022 Convertible Notes 7,221 17,131 Diluted Earnings Per Share from Continuing Operations Undistributed income from continuing operations and assumed conversions $ 162,326 127,205 $ 1.28 Net loss from discontinued operations $ ( 3,854 ) Less: Participation rights on Forward Transactions allocated to discontinued operations ( 36 ) Basic Loss Per Share from Discontinued Operations Undistributed loss from discontinued operations $ ( 3,818 ) 103,400 $ ( 0.04 ) Effect of Dilutive Securities from Discontinued Operations Stock-based compensation 3,615 6,674 2022 Convertible Notes — 17,131 Diluted Loss Per Share from Discontinued Operations Undistributed loss from discontinued operations and assumed conversions $ ( 203 ) 127,205 $ — Earnings per share - basic $ 1.46 Earnings per share - diluted $ 1.28 For the Years Ended December 31, 2020 2019 Net loss from continuing operations $ ( 48,559 ) $ ( 88,497 ) Net loss from discontinued operations ( 201,477 ) ( 57,507 ) Net loss ( 250,036 ) ( 146,004 ) Less: Participation rights of the Forward Transactions — — Undistributed losses $ ( 250,036 ) $ ( 146,004 ) Weighted-average common shares outstanding-basic and diluted 82,266 80,766 Net loss attributable to common stock per share-basic and diluted: Net loss from continuing operations $ ( 0.59 ) $ ( 1.10 ) Net loss from discontinued operations ( 2.45 ) ( 0.71 ) Net loss $ ( 3.04 ) $ ( 1.81 ) |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Summary of Revenue Disaggregated by Category | The following table presents our revenue disaggregated by category (in thousands) : For the Year Ended December 31, 2021 2020 2019 Service revenue Connectivity $ 255,786 $ 209,160 $ 219,450 Entertainment and other 3,797 2,827 2,472 Total service revenue $ 259,583 $ 211,987 $ 221,922 Equipment revenue ATG $ 61,780 $ 45,200 $ 62,899 Satellite 11,048 11,746 21,755 Other 3,305 785 2,409 Total equipment revenue $ 76,133 $ 57,731 $ 87,063 Customer type Aircraft owner/operator/service provider $ 259,583 $ 211,987 $ 221,922 OEM and aftermarket dealer 76,133 57,731 87,063 Total revenue $ 335,716 $ 269,718 $ 308,985 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Components of Inventories | Inventories as of December 31, 2021 and 2020 were as follows ( in thousands ): December 31, 2021 2020 Work-in-process component parts $ 21,570 $ 15,405 Finished goods 12,406 12,709 Total inventory $ 33,976 $ 28,114 |
Composition of Certain Balanc_2
Composition of Certain Balance Sheet Accounts (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Prepaid Expense and Other Current Assets | Prepaid expenses and other current assets as of December 31, 2021 and 2020 were as follows ( in thousands ): December 31, 2021 2020 Contract assets $ 4,533 $ 2,417 Prepaid inventories 2,525 124 Insurance receivable (1) 17,300 — Tenant improvement allowance receivables 1,936 — Other 6,001 6,393 Total prepaid expenses and other current assets $ 32,295 $ 8,934 (1) See Note 18, "Commitments and Contingencies," for additional information. |
Property and Equipment | Property and equipment as of December 31, 2021 and 2020 were as follows ( in thousands ): December 31, 2021 2020 Office equipment, furniture, fixtures and other $ 12,759 $ 10,986 Leasehold improvements 13,545 12,012 Network equipment 142,601 139,884 168,905 162,882 Accumulated depreciation ( 105,233 ) ( 99,389 ) Property and equipment, net $ 63,672 $ 63,493 |
Schedule of Other Non-Current Assets | Other non-current assets as of December 31, 2021 and 2020 were as follows ( in thousands ): December 31, 2021 2020 Contract assets, net of allowances of $ 455 and $ 375 , respectively $ 13,217 $ 9,775 Interest rate cap 11,359 — Revolving credit facility deferred financing costs 1,879 — Other 1,970 1,711 Total other non-current assets $ 28,425 $ 11,486 |
Accrued Liabilities | Accrued liabilities as of December 31, 2021 and 2020 were as follows ( in thousands ): December 31, 2021 2020 Accrued interest $ 6,231 $ 17,836 Employee compensation and benefits (1) 13,791 35,516 Litigation settlement accrual (2) 17,300 — Operating leases 7,444 8,089 Deferred gain on sale of CA business (3) — 9,400 Warranty reserve 2,450 2,400 Taxes 1,997 2,022 Network equipment 3,179 — Other 7,476 7,746 Total accrued liabilities $ 59,868 $ 83,009 (1) Includes $ 19.2 million as of December 31, 2020 expected to be paid in shares of Gogo common stock upon the vesting of certain equity awards issued to former employees now employed by Intelsat and classified within discontinued operations. As all remaining liability-classified awards vested during 2021, the amounts were reclassified from Accrued liabilities to Additional paid-in capital. See Note 2, "Discontinued Operations," for additional information. (2) See Note 18, "Commitments and Contingencies," for additional information. (3) Relates to sale of CA business on December 1, 2020. See Note 2, "Discontinued Operations," for additional information. |
Other Non-Current Liabilities | Other non-current liabilities as of December 31, 2021 and 2020 consist of the following ( in thousands ): December 31, 2021 2020 Asset retirement obligations $ 4,861 $ 4,401 Deferred tax liabilities — 2,108 Other 2,375 4,072 Total other non-current liabilities $ 7,236 $ 10,581 |
Schedule of Changes in Non Current Asset Retirement Obligation | Changes in our non-current asset retirement obligations for the years ended December 31, 2021 and 2020 consist of the following ( in thousands ): Asset Retirement Obligation Balance – January 1, 2020 $ 4,093 Liabilities incurred — Liabilities settled ( 115 ) Accretion expense 416 Foreign exchange rate adjustments 7 Balance – December 31, 2020 4,401 Liabilities incurred — Liabilities settled — Accretion expense 460 Foreign exchange rate adjustments — Balance – December 31, 2021 $ 4,861 |
Composition of Certain Reserv_2
Composition of Certain Reserves and Allowances (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Allowance For Credit Loss [Abstract] | |
Summary of our allowances for credit losses | Changes in our allowances for credit losses for the years ended December 31, 2021 and 2020 were as follows ( in thousands ): Other Accounts non-current Receivable assets Balance at January 1, 2020 $ 660 $ — Cumulative-effect adjustment of ASC 326 adoption 404 75 Provision for expected credit losses 771 300 Write-offs charged against the allowances ( 727 ) — Other ( 64 ) — Balance at December 31, 2020 1,044 375 Provision for expected credit losses 204 80 Write-offs charged against the allowances ( 371 ) — Other 17 — Balance at December 31, 2021 $ 894 $ 455 |
Schedule of changes in our warrant reserves | Changes in our warranty reserve for the years ended December 31, 2021 and 2020 were as follows ( in thousands ): Warranty Reserve Balance – January 1, 2020 $ 2,500 Accruals for warranties issued ( 7 ) Settlements and adjustments to warranties ( 93 ) Balance – December 31, 2020 2,400 Accruals for warranties issued 126 Settlements and adjustments to warranties ( 76 ) Balance – December 31, 2021 $ 2,450 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets, Other than Goodwill | Our intangible assets, other than goodwill, as of December 31, 2021 and 2020 were as follows ( in thousands, except for weighted average remaining useful life ): Weighted Average As of December 31, 2021 As of December 31, 2020 Remaining Gross Net Gross Net Useful Life Carrying Accumulated Carrying Carrying Accumulated Carrying (in years) Amount Amortization Amount Amount Amortization Amount Amortized intangible assets: Software 3.0 $ 54,128 $ ( 39,289 ) $ 14,839 $ 50,029 $ ( 31,739 ) $ 18,290 Other intangible assets 8.3 1,812 — 1,812 1,500 — 1,500 Service customer relationships 8,081 ( 8,081 ) — 8,081 ( 8,081 ) — OEM and dealer relationships 6,724 ( 6,724 ) — 6,724 ( 6,724 ) — Total amortized intangible assets 70,745 ( 54,094 ) 16,651 66,334 ( 46,544 ) 19,790 Unamortized intangible assets: FCC Licenses 32,283 — 32,283 32,283 — 32,283 Total intangible assets $ 103,028 $ ( 54,094 ) $ 48,934 $ 98,617 $ ( 46,544 ) $ 52,073 |
Summary of Amortization Expenses | Amortization expense for each of the next five years and thereafter is estimated to be as follows ( in thousands ): Amortization Years ending December 31, Expense 2022 $ 4,921 2023 $ 2,963 2024 $ 1,496 2025 $ 1,298 2026 $ 1,288 Thereafter $ 4,685 |
Long-Term Debt and Other Liab_2
Long-Term Debt and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long-term debt as of December 31, 2021 and 2020 was as follows ( in thousands ): December 31, December 31, 2021 2020 Term Loan Facility $ 718,057 $ — 2024 Senior Secured Notes — 973,539 2022 Convertible Notes 102,788 215,122 Total debt 820,845 1,188,661 Less: deferred financing costs ( 16,465 ) ( 19,693 ) Less: current portion of long-term debt ( 109,620 ) ( 341,000 ) Total long-term debt $ 694,760 $ 827,968 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Notional Amounts Strike Rates and End Dates of the Cap Agreements | The notional amounts, strike rates and end dates of the cap agreements are as follows (notional amounts in thousands) : Start Date End Date Notional Strike Rate 7/31/2021 7/31/2023 $ 650,000 0.75 % 7/31/2023 7/31/2024 525,000 0.75 % 7/31/2024 7/31/2025 350,000 1.25 % 7/31/2025 7/31/2026 250,000 2.25 % 7/31/2026 7/31/2027 200,000 2.75 % |
Schedule of Derivative Assets at Fair Value | The following table presents the fair value of our interest rate derivatives included in the consolidated balance sheets for the periods presented (in thousands): December 31, Derivatives designated as hedging instruments Balance sheet location 2021 2020 Current portion of interest rate caps Prepaid expenses and other current assets $ 925 $ — Non-current portion of interest rate caps Other non-current assets $ 11,359 $ — |
Interest Costs (Tables)
Interest Costs (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Summary of Interest Costs | The following is a summary of our interest costs for the years ended December 31, 2021, 2020 and 2019 (in thousands) : For the Years Ended December 31, 2021 2020 2019 Interest costs charged to expense $ 62,390 $ 105,988 $ 110,502 Amortization of deferred financing costs 4,661 5,892 5,260 Accretion of debt discount 419 13,907 15,729 Amortization of interest rate cap premium 2 — — Amortization of debt premium — — ( 1,018 ) Interest expense 67,472 125,787 130,473 Interest costs capitalized to property and equipment 4 — 11 Interest costs capitalized to software 311 885 608 Total interest costs $ 67,787 $ 126,672 $ 131,092 |
Fair Value of Financial Asset_2
Fair Value of Financial Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value and Carrying Value of Long-Term Debt | The fair value and carrying value of long-term debt as of December 31, 2021 and 2020 was as follows (in thousands) : December 31, 2021 December 31, 2020 Fair Value (1) Carrying Fair Value (1) Carrying Term Loan Facility $ 723,000 $ 718,057 (2) $— $— 2022 Convertible Notes $ 230,000 $ 102,788 $ 404,000 $ 215,122 (3) 2024 Senior Secured Notes $— $— $ 1,045,000 $ 973,539 (4) (1) Fair value amounts are rounded to the nearest million. (2) Carrying value of the Term Loan Facility reflects the unaccreted debt discount of $ 3.3 million as of December 31, 2021. See Note 10, "Long-Term Debt and Other Liabilities," for further information. (3) Carrying value of the 2022 Convertible Notes reflects the unaccreted debt discount of $ 22.6 million as of December 31, 2020. See Note 10, "Long-Term Debt and Other Liabilities," for further information. (4) Carrying value of the 2024 Senior Secured Notes reflects the unaccreted debt discount of $ 1.5 million as of December 31, 2020. See Note 10, "Long-Term Debt and Other Liabilities," for further information. |
Stock-Based Compensation and _2
Stock-Based Compensation and 401(k) Plan (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Stock-Based Compensation Expense by Operating Expense | The following is a summary of our stock-based compensation expense included in the consolidated statements of operations, excluding the stock-based compensation expense for discontinued operations, for the years December 31, 2021, 2020 and 2019 (in thousands) : 2021 2020 2019 Cost of service revenue $ 472 $ 119 $ 118 Cost of equipment revenue 523 235 275 Engineering, design and development 1,358 560 601 Sales and marketing 1,615 880 1,233 General and administrative 9,377 6,014 6,427 Total stock-based compensation expense $ 13,345 $ 7,808 $ 8,654 |
Summary of Stock Options Activity | A summary of stock option activity (which includes amounts for both continuing and discontinued operations) for the year ended December 31, 2021 is as follows: Number of Weighted Weighted Aggregate Options outstanding – January 1, 2021 5,446,668 $ 4.19 7.33 $ 32,458 Granted 26,726 $ 9.66 Exercised ( 591,930 ) $ 3.01 Forfeited ( 12,897 ) $ 2.91 Expired ( 66,225 ) $ 17.78 Options outstanding – December 31, 2021 4,802,342 $ 4.18 6.57 $ 45,927 Options exercisable – December 31, 2021 2,669,860 $ 5.35 5.16 $ 22,874 |
Schedule of Weighted Average Assumptions Used and Weighted Average Grant Date Fair Value of Stock Options | We estimate the fair value of stock options using the Black-Scholes option-pricing model. Weighted average assumptions used and weighted average grant date fair value of stock options granted for the years ended December 31, 2021, 2020, and 2019 were as follows: 2021 2020 2019 Approximate risk-free interest rate 1.0 % 0.5 % 2.3 % Average expected life (years) 5.50 6.20 6.02 Dividend yield N/A N/A N/A Volatility 77.0 % 66.8 % 60.5 % Weighted average grant date fair value of common $ 9.66 $ 2.59 $ 4.71 Weighted average grant date fair value of stock $ 6.22 $ 1.56 $ 2.69 |
Restricted Stock Units and Deferred Stock Units [Member] | |
Summarizes the Activities for Unvested RSUs and DSUs | The following table summarizes the activities for our unvested RSUs and DSUs (which includes amounts for both continuing and discontinued operations) for the year ended December 31, 2021: Number of Weighted Unvested – January 1, 2021 3,448,169 $ 3.80 Granted 2,751,436 $ 10.06 Vested ( 1,940,374 ) $ 4.51 Forfeited/canceled ( 260,543 ) $ 6.79 Unvested – December 31, 2021 3,998,688 $ 7.40 |
Restricted Stock [Member] | |
Summarizes the Activities for Unvested RSUs and DSUs | The following table summarizes the activity for our restricted stock (which includes amounts for both continuing and discontinued operations) for the year ended December 31, 2021: Number of Weighted Unvested – January 1, 2021 18,227 $ 12.26 Granted — $ — Vested ( 18,227 ) $ 12.26 Forfeited/canceled — $ — Unvested – December 31, 2021 — $ — |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Loss Before Income Taxes | For financial reporting purposes, the loss from continuing operations before income taxes included the following components for the years ended December 31, 2021, 2020, and 2019 ( in thousands ): For the Years Ended December 31, 2021 2020 2019 United States $ ( 27,557 ) $ ( 45,840 ) $ ( 85,806 ) Foreign ( 3,084 ) ( 2,865 ) ( 2,128 ) Loss before income taxes $ ( 30,641 ) $ ( 48,705 ) $ ( 87,934 ) |
Components of (Benefit) Provision for Income Taxes | Significant components of the (benefit) provision for income taxes for continuing operations for the years ended December 31, 2021, 2020, and 2019 are as follows ( in thousands ): For the Years Ended December 31, 2021 2020 2019 Current: Federal $ — $ — $ — State 90 86 385 Foreign — — — 90 86 385 Deferred: Federal ( 166,706 ) ( 318 ) 91 State ( 20,614 ) 86 87 ( 187,320 ) ( 232 ) 178 Total $ ( 187,230 ) $ ( 146 ) $ 563 |
Income Tax Computed at Federal Statutory Tax Rates | The (benefit) provision for income taxes for continuing operations differs from income taxes computed at the federal statutory tax rates for the years ended December 31, 2021, 2020, and 2019 as a result of the following items: For the Years Ended December 31, 2021 2020 2019 Federal statutory rate 21.0 % 21.0 % 21.0 % Effect of: Impact of change in tax rate — — ( 0.1 ) Change in valuation allowance 595.5 ( 48.9 ) ( 25.1 ) State income taxes-net of federal tax benefit 3.2 14.0 6.9 R&D credit 8.3 — — Loss on settlement of 2022 Convertible Notes ( 12.9 ) — — Other ( 4.1 ) 14.2 ( 3.1 ) Effective tax rate 611.0 % 0.3 % ( 0.6 )% |
Components of Deferred Income Tax Assets and Liabilities | Components of the net deferred income tax asset as of December 31, 2021 and 2020 are as follows ( in thousands ): December 31, December 31, 2021 2020 Deferred income tax assets: Compensation accruals $ 2,492 $ 7,618 Stock options 7,839 23,263 Inventory 823 1,784 Warranty reserves 609 599 Fixed assets 5,821 — Capital loss 10,425 17,712 Deferred revenue 184 315 Federal net operating loss (NOL) 144,591 135,806 State NOL 29,690 25,896 Foreign NOL 15,478 18,374 Interest carryforward 71,778 66,379 UNICAP adjustment 1,070 1,733 Finite-lived intangible assets 3,374 4,748 Operating lease liability 21,118 11,539 R&D credit 2,538 — Other 4,983 7,671 Total deferred income tax assets 322,813 323,437 Deferred income tax liabilities: Fixed assets — ( 8,673 ) Indefinite-lived intangible assets ( 8,043 ) ( 7,619 ) Convertible Notes discount — ( 5,512 ) Right-of-use asset ( 17,684 ) ( 8,435 ) Interest rate cap valuation ( 909 ) — Other ( 324 ) ( 1,924 ) Total deferred income tax liabilities ( 26,960 ) ( 32,163 ) Total deferred income tax 295,853 291,274 Valuation allowance ( 110,720 ) ( 293,382 ) Net deferred income tax asset (liability) $ 185,133 $ ( 2,108 ) |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Lease expense included in the condensed consolidated statements of operations | The following is a summary of our lease expense included in the consolidated statement of operations (in thousands) : For the Years Ended December 31, 2021 2020 2019 Operating lease cost $ 13,203 $ 11,688 $ 11,676 Finance lease cost: Amortization of leased assets 35 230 665 Interest on lease liabilities 50 113 56 Total lease cost $ 13,288 $ 12,031 $ 12,397 |
Schedule includes other information about leases | Other information regarding our leases is as follows (in thousands, except lease terms and discount rates) : For the Years Ended December 31, 2021 2020 2019 Supplemental cash flow information Cash paid for amounts included in measurement of lease liabilities: Operating cash flows used in operating leases $ 13,930 $ 12,733 $ 13,059 Operating cash flows used in finance leases $ 51 $ 113 $ 56 Financing cash flows used in finance leases $ 145 $ 546 $ — Non-cash items: Operating leases obtained $ 43,148 $ 5,342 $ 4,197 Finance leases obtained $ — $ 428 $ 1,268 Weighted average remaining lease term Operating leases 9 years 7 years 8 years Finance leases 2 years 2 years 3 years Weighted average discount rate Operating leases 7.0 % 11.2 % 10.3 % Finance leases 18.6 % 10.5 % 8.3 % |
Annual future minimum lease payments | Annual future minimum lease payments as of December 31, 2021 (in thousands) : Years ending December 31, Operating Financing 2022 $ 12,815 $ 156 2023 12,698 91 2024 12,043 — 2025 11,249 — 2026 11,184 — Thereafter 53,914 — Total future minimum lease payments 113,903 247 Less: Amount representing interest ( 29,130 ) ( 31 ) Present value of net minimum lease payments $ 84,773 $ 216 Reported as of December 31, 2021 Accrued liabilities $ 7,444 $ 129 Non-current operating lease liabilities 77,329 — Other non-current liabilities — 87 Total lease liabilities $ 84,773 $ 216 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
AOCI Attributable to Parent [Abstract] | |
Summary of changes in accumulated other comprehensive income (loss) | The following is a summary of changes in accumulated other comprehensive income (loss) by component (in thousands): Change in Currency Fair Value of Translation Cash Flow Adjustment Hedge Total Balance at January 1, 2019 $ ( 3,554 ) $ — $ ( 3,554 ) Other comprehensive income (loss) before reclassifications 1,298 — 1,298 Less: income (loss) realized and reclassified to earnings — — — Net current period comprehensive loss 1,298 — 1,298 Balance at December 31, 2019 $ ( 2,256 ) $ — $ ( 2,256 ) Other comprehensive income (loss) before reclassifications 1,243 — 1,243 Less: income (loss) realized and reclassified to earnings — — — Net current period comprehensive loss 1,243 — 1,243 Balance at December 31, 2020 $ ( 1,013 ) $ — $ ( 1,013 ) Other comprehensive income (loss) before reclassifications 53 2,747 2,800 Less: income (loss) realized and reclassified to earnings — ( 2 ) ( 2 ) Net current period comprehensive income (loss) 53 2,749 2,802 Balance at December 31, 2021 $ ( 960 ) $ 2,749 $ 1,789 |
Condensed Financial Informati_2
Condensed Financial Information of Registrant (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Condensed Balance Sheets | The following presents the condensed financial information of our parent company on a standalone basis. Gogo Inc. Condensed Balance Sheets (in thousands) December 31, December 31, 2021 2020 Assets: Cash and cash equivalents $ 55,069 $ 55,065 Prepaid expenses and other current assets 25 25 Deferred income taxes 186,041 — Total assets $ 241,135 $ 55,090 Liabilities and stockholders’ deficit: Other current liabilities $ 740 $ 1,947 Current portion of long-term debt 102,370 — Long-term debt — 212,387 Other non-current liabilities — 2,108 Investments and payables with subsidiaries 458,179 479,762 Total liabilities 561,289 696,204 Total stockholders’ deficit ( 320,154 ) ( 641,114 ) Total liabilities and stockholders’ deficit $ 241,135 $ 55,090 |
Condensed Statements of Operations and Comprehensive Income (Loss) | Gogo Inc. Condensed Statements of Operations and Comprehensive Income (Loss) (in thousands) For the Years Ended December 31, 2021 2020 2019 Interest income $ ( 6 ) $ ( 451 ) $ ( 3,083 ) Interest expense 9,504 29,318 33,807 Loss on extinguishment of debt 18,948 — 9,163 Other ( 4 ) 4 3 Total other expense 28,442 28,871 39,890 Loss before income taxes ( 28,442 ) ( 28,871 ) ( 39,890 ) Income tax provision (benefit) ( 187,230 ) ( 146 ) 563 Equity losses of subsidiaries 6,053 221,311 105,551 Net income (loss) $ 152,735 $ ( 250,036 ) $ ( 146,004 ) Comprehensive income (loss) $ 152,735 $ ( 250,036 ) $ ( 146,004 ) |
Condensed Statements of Cash Flows | Gogo Inc. Condensed Statements of Cash Flows (in thousands) For the Years Ended December 31, 2021 2020 2019 Net income (loss) $ 152,735 $ ( 250,036 ) $ ( 146,004 ) Accretion of debt discount — 13,255 15,276 Amortization of deferred financing costs 1,387 1,781 1,906 Loss on extinguishment of debt 18,948 — 9,163 Subsidiary equity losses 6,053 221,311 105,551 Deferred income taxes ( 187,220 ) ( 232 ) 178 Other operating activities 1,819 ( 114 ) ( 1,224 ) Net cash used in operating activities ( 6,278 ) ( 14,035 ) ( 15,154 ) Redemption of short-term investments — — 39,323 Investments and advances with subsidiaries 11,552 ( 45,097 ) 94,716 Net cash provided by (used in) investing activities 11,552 ( 45,097 ) 134,039 Financing activities: Repurchase of convertible notes — ( 2,498 ) ( 159,502 ) Other financing activities ( 5,245 ) ( 4,227 ) 325 Net cash used in financing activities ( 5,245 ) ( 6,725 ) ( 159,177 ) Increase (decrease) in cash, cash equivalents and restricted cash 29 ( 65,857 ) ( 40,292 ) Cash, cash equivalents and restricted cash at beginning of period 55,065 120,922 161,214 Cash, cash equivalents and restricted cash at end of period $ 55,094 $ 55,065 $ 120,922 Cash, cash equivalents and restricted cash at end of period $ 55,094 $ 55,065 $ 120,922 Less: current restricted cash 25 — — Less: non-current restricted cash — — 2,599 Cash and cash equivalents at end of period $ 55,069 $ 55,065 $ 118,323 |
Background - Additional Informa
Background - Additional Information (Detail) - USD ($) $ in Millions | Dec. 01, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||||
Company purchase price | $ 400 | |||
Minimum revenue guarantees | $ 5 | |||
Total revenue, percentage | 10.00% | 10.00% | 10.00% |
Discontinued Operations (Net lo
Discontinued Operations (Net loss from discontinued operations) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue: | |||
Total revenue | $ 0 | $ 233,099 | $ 526,741 |
Operating expenses: | |||
Engineering, design and development | 0 | 57,167 | 82,597 |
Sales and marketing | 0 | 24,121 | 27,920 |
General and administrative | 6,283 | 40,551 | 35,215 |
Impairment of long-lived assets | 0 | 47,375 | 0 |
Depreciation and amortization | 0 | 119,827 | 102,127 |
Total operating expenses | 6,283 | 468,977 | 586,549 |
Operating loss | (6,283) | (235,878) | (59,808) |
Other (income) expense | |||
Gain on sale of CA business | (1,598) | (37,958) | 0 |
Other (income) expense | 0 | 3,134 | (2,744) |
Total other (income) expense: | (1,598) | (34,824) | (2,744) |
Loss before income taxes | (4,685) | (201,054) | (57,064) |
Income tax provision (benefit) | (831) | 423 | 443 |
Net loss from discontinued operations, net of tax | (3,854) | (201,477) | (57,507) |
Service [Member] | |||
Revenue: | |||
Total revenue | 0 | 192,616 | 442,431 |
Product [Member] | |||
Revenue: | |||
Total revenue | 0 | 40,483 | 84,310 |
Cost of Service Revenue [Member] | |||
Revenue: | |||
Total revenue | 0 | 145,958 | 255,706 |
Cost of Equipment Revenue [Member] | |||
Revenue: | |||
Total revenue | $ 0 | $ 33,978 | $ 82,984 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Oct. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 01, 2020 | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||||||
Initial gross proceeds | $ 386,300 | |||||||
Purchase price | $ 400,000 | 400,000 | ||||||
Working capital | $ 7,800 | |||||||
Contingent gain | $ 9,400 | |||||||
Gain (Loss) on sale of CA business | $ 1,600 | 38,000 | ||||||
Awards vested | $ 24,000 | |||||||
Liability-classified awards | 0 | |||||||
Additional Costs Due To Employer Paid Taxes | 1,500 | |||||||
Post closing purchase price adjustments | $ 9,400 | |||||||
Accelerated depreciation | 41,000 | |||||||
Accelerated amortization | 42,000 | |||||||
Provisions for expected credit losses | 10,700 | |||||||
Recovery of credit losses | 600 | |||||||
Reduction in cost of service revenue | 71,200 | $ 28,600 | ||||||
Amortization expenses | 49,100 | |||||||
Rental expenses | 25,100 | |||||||
Impairment charges | $ 46,400 | 47,400 | 0 | |||||
Deferred costs | $ 1,000 | |||||||
Impairment of long-lived assets | $ 1,000 | $ 0 | $ 0 | $ 0 |
Discontinued Operations - Summa
Discontinued Operations - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Total stock-based compensation expense | $ 13,345 | $ 7,808 | $ 8,654 |
Cost of Service Revenue [Member] | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Total stock-based compensation expense | 472 | 119 | 118 |
Engineering, Design and Development [Member] | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Total stock-based compensation expense | 1,358 | 560 | 601 |
Sales and Marketing [Member] | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Total stock-based compensation expense | 1,615 | 880 | 1,233 |
General and Administrative [Member] | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Total stock-based compensation expense | 9,377 | 6,014 | 6,427 |
Discontinued Operations Held for Sale [Member] | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Total stock-based compensation expense | 4,817 | 25,807 | 7,858 |
Discontinued Operations Held for Sale [Member] | Cost of Service Revenue [Member] | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Total stock-based compensation expense | 0 | 7,647 | 1,497 |
Discontinued Operations Held for Sale [Member] | Cost Of Equipment Revenue [Member] | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Total stock-based compensation expense | 0 | 0 | 0 |
Discontinued Operations Held for Sale [Member] | Engineering, Design and Development [Member] | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Total stock-based compensation expense | 0 | 5,836 | 2,398 |
Discontinued Operations Held for Sale [Member] | Sales and Marketing [Member] | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Total stock-based compensation expense | 0 | 7,911 | 2,144 |
Discontinued Operations Held for Sale [Member] | General and Administrative [Member] | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Total stock-based compensation expense | $ 4,817 | $ 4,413 | $ 1,819 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands, shares in Millions | Mar. 31, 2015 | Apr. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule Of Summary Of Significant Accounting Policies [Line Items] | |||||||
Restricted Cash | $ 400 | $ 500 | |||||
Depreciation expense | 7,900 | 7,900 | $ 10,600 | ||||
Impairment charges | 0 | 0 | 0 | ||||
Impairment of long-lived assets | $ 1,000 | $ 0 | 0 | 0 | |||
Overstated depreciation and amortization expense | 6,300 | 6,100 | |||||
Standard product warranty description | Our warranty terms range from two to five years. | ||||||
Research and development expense | $ 24,900 | $ 25,200 | $ 26,000 | ||||
Forward stock repurchase transaction shares, excluded from dilution effect | 0.6 | 2.1 | 7.2 | ||||
reclassified amount from additional paid in capital to treasury stock | $ 29,900 | $ 98,900 | |||||
Cell Site [Member] | Minimum [Member] | |||||||
Schedule Of Summary Of Significant Accounting Policies [Line Items] | |||||||
Lease term | 5 years | ||||||
Option to renewal lease term | 5 years | ||||||
Cell Site [Member] | Maximum [Member] | |||||||
Schedule Of Summary Of Significant Accounting Policies [Line Items] | |||||||
Lease term | 10 years | ||||||
Option to renewal lease term | 25 years | ||||||
Building [Member] | Minimum [Member] | |||||||
Schedule Of Summary Of Significant Accounting Policies [Line Items] | |||||||
Lease term | 1 year | ||||||
Option to renewal lease term | 1 year | ||||||
Building [Member] | Maximum [Member] | |||||||
Schedule Of Summary Of Significant Accounting Policies [Line Items] | |||||||
Lease term | 10 years | ||||||
Option to renewal lease term | 5 years | ||||||
3.75% Convertible Senior Notes [Member] | |||||||
Schedule Of Summary Of Significant Accounting Policies [Line Items] | |||||||
Forward stock repurchase transaction shares, excluded from dilution effect | 7.2 | ||||||
Forward stock repurchase transactions amount | $ 140,000 | ||||||
Forward stock repurchase transaction, settlement date | Mar. 13, 2020 | ||||||
2022 Convertible Notes [Member] | |||||||
Schedule Of Summary Of Significant Accounting Policies [Line Items] | |||||||
Forward stock repurchase transaction shares, excluded from dilution effect | 1.5 | 5.1 | 2.1 | ||||
Forward stock repurchase transaction, settlement date | May 15, 2022 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Depreciation of Property and Equipment Estimated Useful Lives (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Office Equipment, Furniture, Fixtures and Other [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Depreciation of property and equipment estimated useful lives | 3 years |
Office Equipment, Furniture, Fixtures and Other [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Depreciation of property and equipment estimated useful lives | 5 years |
Leasehold Improvements [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Depreciation of property and equipment estimated useful lives | 7 years |
Leasehold Improvements [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Depreciation of property and equipment estimated useful lives | 15 years |
Network Equipment [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Depreciation of property and equipment estimated useful lives | 5 years |
Network Equipment [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Depreciation of property and equipment estimated useful lives | 25 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Finite Lived Intangible Asset Useful Life (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Software [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Finite lived intangible asset useful life | 3 years |
Software [Member] | Minimum [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Finite lived intangible asset useful life | 3 years |
Software [Member] | Maximum [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Finite lived intangible asset useful life | 8 years |
OEM and Dealer Relationships [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Finite lived intangible asset useful life | 10 years |
Service Customer Relationships [Member] | Minimum [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Finite lived intangible asset useful life | 5 years |
Service Customer Relationships [Member] | Maximum [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Finite lived intangible asset useful life | 7 years |
Other Intangible Assets [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Finite lived intangible asset useful life | 8 years 3 months 18 days |
Other Intangible Assets [Member] | Minimum [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Finite lived intangible asset useful life | 4 years |
Other Intangible Assets [Member] | Maximum [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Finite lived intangible asset useful life | 10 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Summary of Adoption Impact of ASU 2020-06 on Consolidated Balance Sheet (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Jan. 01, 2021 | Dec. 31, 2020 |
Liabilities | |||
Long-term debt | $ 694,760 | $ 827,968 | |
Equity | |||
Additional paid in capital | 1,088,590 | ||
Accumulated deficit | (1,451,628) | $ (1,629,843) | |
Accounting Standards Update 2020-06 [Member] | Impact of ASU2020-06 [Member] | |||
Liabilities | |||
Long-term debt | $ 21,943 | ||
Equity | |||
Additional paid in capital | (47,423) | ||
Accumulated deficit | $ 25,480 | ||
Accounting Standards Update 2020-06 [Member] | Balance with Adoption of ASU 2020-06 [Member] | |||
Liabilities | |||
Long-term debt | 849,911 | ||
Equity | |||
Additional paid in capital | 1,041,167 | ||
Accumulated deficit | $ (1,604,363) |
Earnings (Loss) Per Share - Add
Earnings (Loss) Per Share - Additional Information (Detail) - shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |||
Forward stock repurchase transaction shares, excluded from dilution effect | 0.6 | 2.1 | 7.2 |
Weighted-average number of shares | 5.7 |
Earnings (Loss) Per Share - Com
Earnings (Loss) Per Share - Computation of Basic and Diluted Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Net income (loss) from continuing operations | $ 156,589 | $ (48,559) | $ (88,497) |
Less: Participation rights on Forward Transactions allocated to continuing operations | 1,484 | ||
Undistributed Earnings (Loss) from Continuing Operations, Basic | $ 155,105 | ||
Income loss from discontinuing operations basic shares | 103,400 | ||
Basic Earnings (loss) per share from Continuing Operations | $ 1.50 | $ (0.59) | $ (1.10) |
Dilutive securities, effect on basic earnings per share, options and restrictive stock units | $ 0 | ||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 6,674 | ||
Undistributed Earnings from Continuing Operations,Diluted | $ 162,326 | ||
Income loss from continuing operations diluted shares | 127,205 | ||
Diluted loss per share from Continuing Operations | $ 1.28 | $ (0.59) | $ (1.10) |
Net loss from discontinued operations, net of tax | $ (3,854) | $ (201,477) | $ (57,507) |
Less: Participation rights on Forward Transactions allocated to discontinued operations | (36) | ||
Undistributed Loss from Discontinued Operations,Basic | $ (3,818) | ||
Loss from discontinuing operations basic shares | 103,400 | ||
Basic Loss per share from Discontinued Operations | $ (0.04) | $ (2.45) | $ (0.71) |
Amount of dilutive securities stock based compensation | $ 3,615 | ||
Dilutive securities effect on stock based compensation from discontinuing operations | 6,674 | ||
Undistributed loss from discontinued operations, Diluted | $ (203) | ||
Loss from discontinuing operations diluted shares | 127,205 | ||
Diluted loss per share from Discontinued Operations | $ 0 | (2.45) | (0.71) |
Earnings per share - basic | 1.46 | (3.04) | (1.81) |
Earnings per share - diluted | $ 1.28 | $ (3.04) | $ (1.81) |
Net income (loss) | $ 152,735 | $ (250,036) | $ (146,004) |
Less: Participation rights of the Forward Transactions | 0 | 0 | |
Undistributed losses | $ (250,036) | $ (146,004) | |
Weighted average number of shares—basic and diluted | 82,266 | 80,766 | |
Net income (loss) attributable to common stock per share - basic and diluted: | |||
Net loss from continuing operations | $ (0.59) | $ (1.10) | |
Net income (loss) from discontinued operations | (2.45) | (0.71) | |
Net loss | $ (3.04) | $ (1.81) | |
2022 Convertible Notes [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Dilutive securities, effect on basic earnings per share, dilutive convertible securities | $ 7,221 | ||
Incremental Common Shares Attributable to Conversion of Debt Securities | 17,131 | ||
Amount of dilutive securities convertible notes | $ 0 | ||
Dilutive securities effect on convertible notes from discontinuing operations | 17,131 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021USD ($)Customer | Dec. 31, 2020USD ($)Customer | Dec. 31, 2019Customer | |
Revenue From Contracts With Customers [Line Items] | |||
Service revenue occurring period | 1 year | ||
Number Of Customers Meeting Concentration Risk Threshold | Customer | 0 | 0 | 0 |
Airline [Member] | |||
Revenue From Contracts With Customers [Line Items] | |||
Contract assets, current and non-current | $ 17.8 | $ 12.2 | |
Airline [Member] | Customer Concentration Risk [Member] | Revenue [Member] | |||
Revenue From Contracts With Customers [Line Items] | |||
Percentage of benchmark | 10.00% | 10.00% | 10.00% |
Airline [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||
Revenue From Contracts With Customers [Line Items] | |||
Percentage of benchmark | 10.00% | 10.00% | |
Accounting Standards Update 2014-09 [Member] | |||
Revenue From Contracts With Customers [Line Items] | |||
Deferred revenue, current and non-current | $ 1.8 | $ 3.1 | |
Connectivity and Entertainment Service Revenues [Member] | |||
Revenue From Contracts With Customers [Line Items] | |||
Transaction price allocated to remaining performance obligations | $ 95 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Revenue Disaggregated by Category (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Disaggregation of revenue | $ 335,716 | $ 269,718 | $ 308,985 |
Aircraft Owner Operator [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Disaggregation of revenue | 259,583 | 211,987 | 221,922 |
OEM and Aftermarket Dealer [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Disaggregation of revenue | 76,133 | 57,731 | 87,063 |
Cost of Service Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Disaggregation of revenue | 259,583 | 211,987 | 221,922 |
Cost of Equipment Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Disaggregation of revenue | 76,133 | 57,731 | 87,063 |
Connectivity [Member] | Cost of Service Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Disaggregation of revenue | 255,786 | 209,160 | 219,450 |
Entertainment And Other [Member] | Cost of Service Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Disaggregation of revenue | 3,797 | 2,827 | 2,472 |
ATG [Member] | Cost of Equipment Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Disaggregation of revenue | 61,780 | 45,200 | 62,899 |
Satellite [Member] | Cost of Equipment Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Disaggregation of revenue | 11,048 | 11,746 | 21,755 |
Other Product Or Service [Member] | Cost of Equipment Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Disaggregation of revenue | $ 3,305 | $ 785 | $ 2,409 |
Inventories - Components of Inv
Inventories - Components of Inventories (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Work-in-process component parts | $ 21,570 | $ 15,405 |
Finished goods | 12,406 | 12,709 |
Total inventory | $ 33,976 | $ 28,114 |
Composition of Certain Balanc_3
Composition of Certain Balance Sheet Accounts - Schedule of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Prepaid Expense And Other Assets [Abstract] | |||
Contract assets | $ 4,533 | $ 2,417 | |
Prepaid inventories | 2,525 | 124 | |
Insurance receivable | [1] | 17,300 | 0 |
Tenant improvement allowance receivables | 1,936 | 0 | |
Other | 6,001 | 6,393 | |
Total prepaid expenses and other current assets | $ 32,295 | $ 8,934 | |
[1] | See Note 18, "Commitments and Contingencies," for additional information. |
Composition of Certain Balanc_4
Composition of Certain Balance Sheet Accounts - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 168,905 | $ 162,882 |
Accumulated depreciation | (105,233) | (99,389) |
Property and equipment, net | 63,672 | 63,493 |
Office Equipment, Furniture, Fixtures and Other [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 12,759 | 10,986 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 13,545 | 12,012 |
Network Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 142,601 | $ 139,884 |
Composition of Certain Balanc_5
Composition of Certain Balance Sheet Accounts - Schedule of Other Non-Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Other Assets Noncurrent [Abstract] | ||
Contract assets, net of allowances of $455 and $375, respectively | $ 13,217 | $ 9,775 |
Interest rate cap | 11,359 | 0 |
Revolving credit facility deferred financing costs | 1,879 | 0 |
Other | 1,970 | 1,711 |
Total other non-current assets | $ 28,425 | $ 11,486 |
Composition of Certain Balanc_6
Composition of Certain Balance Sheet Accounts - Schedule of Other Non-Current Assets (Parenthetical) (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Other Assets Noncurrent [Abstract] | ||
Contract with Customer, Asset, Accumulated Allowance for Credit Loss, Noncurrent | $ 455 | $ 375 |
Composition of Certain Balanc_7
Composition of Certain Balance Sheet Accounts - Schedule of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Accrued Liabilities Current [Abstract] | |||
Accrued interest | $ 6,231 | $ 17,836 | |
Employee compensation and benefits | [1] | 13,791 | 35,516 |
Litigation settlement accrual | [2] | 17,300 | 0 |
Operating leases | $ 7,444 | $ 8,089 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Total accrued liabilities | Total accrued liabilities | |
Deferred gain on sale of CA business | [3] | $ 0 | $ 9,400 |
Warranty reserve | 2,450 | 2,400 | |
Taxes | 1,997 | 2,022 | |
Network equipment | 3,179 | 0 | |
Other | 7,476 | 7,746 | |
Total accrued liabilities | $ 59,868 | $ 83,009 | |
[1] | Includes $ 19.2 million as of December 31, 2020 expected to be paid in shares of Gogo common stock upon the vesting of certain equity awards issued to former employees now employed by Intelsat and classified within discontinued operations. As all remaining liability-classified awards vested during 2021, the amounts were reclassified from Accrued liabilities to Additional paid-in capital. See Note 2, "Discontinued Operations," for additional information. | ||
[2] | See Note 18, "Commitments and Contingencies," for additional information. | ||
[3] | Relates to sale of CA business on December 1, 2020. See Note 2, "Discontinued Operations," for additional information. |
Composition of Certain Balanc_8
Composition of Certain Balance Sheet Accounts - Schedule of Accrued Liabilities (Parenthetical) (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Asset Retirement Obligation, Revision of Estimate | $ 19.2 |
Composition of Certain Balanc_9
Composition of Certain Balance Sheet Accounts - Schedule of Other Non-Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Other Liabilities Noncurrent [Abstract] | |||
Asset retirement obligations | $ 4,861 | $ 4,401 | $ 4,093 |
Deferred tax liabilities | 0 | 2,108 | |
Other | 2,375 | 4,072 | |
Total other non-current liabilities | $ 7,236 | $ 10,581 |
Composition of Certain Balan_10
Composition of Certain Balance Sheet Accounts - Schedule of Changes in Non Current Asset Retirement Obligation (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Asset Retirement Obligation Disclosure [Abstract] | ||
Asset retirement obligation, Beginning Balance | $ 4,401 | $ 4,093 |
Liabilities incurred | 0 | 0 |
Liabilities settled | 0 | (115) |
Accretion expense | 460 | 416 |
Foreign exchange rate adjustments | 0 | 7 |
Asset retirement obligation, Ending Balance | $ 4,861 | $ 4,401 |
Composition of Certain Reserv_3
Composition of Certain Reserves and Allowances (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Financing Receivable Allowance For Credit Losses [Line Items] | ||
Accounts receivable, Beginning balance | $ 1,044 | $ 660 |
Accounts receivable, Cumulative-effect adjustment of ASC 326 adoption | 404 | |
Current-period provision for expected credit losses | 204 | 771 |
Write-offs charged against the allowances | (371) | (727) |
Other | 17 | (64) |
Accounts receivable, Ending balance | 894 | 1,044 |
Other non-current assets | ||
Financing Receivable Allowance For Credit Losses [Line Items] | ||
Financing Receivable, Beginning balance | 375 | 0 |
Financing Receivable, Cumulative-effect adjustment of ASC 326 adoption | 75 | |
Financing Receivable, Current-period provision for expected credit losses | 80 | 300 |
Financing Receivable, Ending balance | $ 455 | $ 375 |
Composition of Certain Reserv_4
Composition of Certain Reserves and Allowances - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Minimum | |
Financing Receivable Allowance For Credit Losses [Line Items] | |
Standard product warranty term | 2 years |
Maximum | |
Financing Receivable Allowance For Credit Losses [Line Items] | |
Standard product warranty term | 5 years |
Composition of Certain Reserv_5
Composition of Certain Reserves and Allowances - Schedule of Changes in Warranty Reserves (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Product Warranty Liability [Line Items] | ||
Warranty Beginning Balance | $ 2,400 | |
Warranty Ending Balance | 2,450 | $ 2,400 |
Warranty Reserves | ||
Product Warranty Liability [Line Items] | ||
Warranty Beginning Balance | 2,400 | 2,500 |
Accruals for warranties issued | 126 | (7) |
Settlements and adjustments to warranties | (76) | (93) |
Warranty Ending Balance | $ 2,450 | $ 2,400 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Goodwill | $ 0.6 | $ 0.6 | |
Amortization expense | $ 7.5 | $ 6.3 | $ 6.1 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets, Other than Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Amortized intangible assets, Gross Carrying Amount | $ 70,745 | $ 66,334 |
Amortized intangible assets, Accumulated Amortization | (54,094) | (46,544) |
Amortized intangible assets, Net Carrying Amount | 16,651 | 19,790 |
Total intangible assets, Gross Carrying amount | 103,028 | 98,617 |
Total intangible assets, Net Carrying Amount | 48,934 | 52,073 |
FCC Licenses [Member] | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Total unamortized intangible assets, Gross Carrying Amount | $ 32,283 | 32,283 |
Software [Member] | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Finite lived intangible asset useful life | 3 years | |
Amortized intangible assets, Gross Carrying Amount | $ 54,128 | 50,029 |
Amortized intangible assets, Accumulated Amortization | (39,289) | (31,739) |
Amortized intangible assets, Net Carrying Amount | $ 14,839 | 18,290 |
Other Intangible Assets [Member] | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Finite lived intangible asset useful life | 8 years 3 months 18 days | |
Amortized intangible assets, Gross Carrying Amount | $ 1,812 | 1,500 |
Amortized intangible assets, Net Carrying Amount | 1,812 | 1,500 |
Service Customer Relationships [Member] | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Amortized intangible assets, Gross Carrying Amount | 8,081 | 8,081 |
Amortized intangible assets, Accumulated Amortization | $ (8,081) | (8,081) |
OEM and Dealer Relationships [Member] | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Finite lived intangible asset useful life | 10 years | |
Amortized intangible assets, Gross Carrying Amount | $ 6,724 | 6,724 |
Amortized intangible assets, Accumulated Amortization | $ (6,724) | $ (6,724) |
Intangible Assets - Summary of
Intangible Assets - Summary of Amortization Expenses (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2022 | $ 4,921 |
2023 | 2,963 |
2024 | 1,496 |
2025 | 1,298 |
2026 | 1,288 |
Thereafter | $ 4,685 |
Long-Term Debt and Other Liab_3
Long-Term Debt and Other Liabilities - Schedule of Long-Term Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | ||
Debt Instrument [Line Items] | ||||
Total debt | $ 820,845 | $ 1,188,661 | ||
Less deferred financing costs | (16,465) | (19,693) | ||
Less current portion of long-term debt | (109,620) | (341,000) | ||
Total long-term debt | 694,760 | 827,968 | ||
Line of Credit [Member] | ||||
Debt Instrument [Line Items] | ||||
Term Loan Facility | 718,057 | 0 | ||
2024 Senior Secured Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Senior Secured Notes | 0 | 973,539 | ||
Total debt | [1] | 973,539 | ||
2022 Convertible Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible Notes | $ 102,788 | $ 215,122 | [2] | |
[1] | Carrying value of the 2024 Senior Secured Notes reflects the unaccreted debt discount of $ 1.5 million as of December 31, 2020. See Note 10, "Long-Term Debt and Other Liabilities," for further information. | |||
[2] | Carrying value of the 2022 Convertible Notes reflects the unaccreted debt discount of $ 22.6 million as of December 31, 2020. See Note 10, "Long-Term Debt and Other Liabilities," for further information. |
Long-Term Debt and Other Liab_4
Long-Term Debt and Other Liabilities - Additional Information (Detail) | Dec. 11, 2019USD ($)shares | May 15, 2019USD ($) | May 07, 2019USD ($) | Apr. 25, 2019USD ($) | Apr. 18, 2019USD ($) | Sep. 25, 2017USD ($) | Jan. 03, 2017USD ($) | Mar. 03, 2015USD ($)shares | Apr. 30, 2021USD ($)shares | Mar. 31, 2020shares | Sep. 30, 2019USD ($) | Nov. 30, 2018USD ($) | Nov. 21, 2018USD ($)TradingdayAUD ($)$ / shares | Mar. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2021shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | Nov. 13, 2020USD ($) | Aug. 26, 2019USD ($) | Jun. 14, 2016USD ($) | |
Debt Instrument [Line Items] | ||||||||||||||||||||||
Proceeds from issuance of senior secured notes | $ 0 | $ 51,750,000 | $ 920,683,000 | |||||||||||||||||||
Convertible Notes, unamortized discount | 1,300,000 | |||||||||||||||||||||
Total debt | 820,845,000 | 1,188,661,000 | ||||||||||||||||||||
Repayments Of Convertible Debt | 0 | 2,498,000 | 159,502,000 | |||||||||||||||||||
Amortization of deferred financing costs | 4,661,000 | 5,892,000 | $ 5,260,000 | |||||||||||||||||||
Debt issuance costs | 15,200,000 | |||||||||||||||||||||
Prepayment Of Net Cash Proceeds Percentage | 100.00% | |||||||||||||||||||||
Prepayment Of Net Cash Proceeds Reduced Percentage | 50.00% | |||||||||||||||||||||
Prepayment Of Net Cash Proceeds Maximum Reduction Percentage | 0.00% | |||||||||||||||||||||
Prepayment Of Net Cash Proceeds Of Debt Offerings Percentage | 100.00% | |||||||||||||||||||||
Unamortized debt premium and consent fees | 11,700,000 | |||||||||||||||||||||
Additional paid-in capital | $ 1,700,000 | $ 1,258,477,000 | $ 1,088,590,000 | |||||||||||||||||||
Amount recorded as long-term debt and accumulated deficit reduction | $ 1,000,000 | |||||||||||||||||||||
Retired shares under Amended and Restated Forward Transaction | shares | 600,000 | |||||||||||||||||||||
Forward stock repurchase transaction shares, excluded from dilution effect | shares | 600,000 | 2,100,000 | 7,200,000 | |||||||||||||||||||
Payment of senior debt | $ 48,100,000 | |||||||||||||||||||||
Total debt | $ 820,845,000 | $ 1,188,661,000 | ||||||||||||||||||||
March2021 Exchange Agreements | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Exchange rate of common stock | $ / shares | $ 181.40 | $ 180.32 | ||||||||||||||||||||
Principal Amount Basis For Common Stock Conversion | $ 1,000 | $ 10,000 | ||||||||||||||||||||
Loss On Settlement Due To Stock Conversion | (4,400,000) | (14,600,000) | ||||||||||||||||||||
Convertible Notes [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Forward stock repurchase transaction shares, excluded from dilution effect | shares | 7,200,000 | |||||||||||||||||||||
ABL Credit Facility [Member] | JP Morgan Chase Bank NA [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt issuance costs | $ 300,000 | |||||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 30,000,000 | |||||||||||||||||||||
Revolving Credit Facility [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Floor rate | 0.00% | |||||||||||||||||||||
Debt instrument, maturity date | Apr. 30, 2026 | |||||||||||||||||||||
Amortization of deferred financing costs | $ 0 | |||||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 100,000,000 | |||||||||||||||||||||
Margin On LIBOR | an adjusted London inter-bank offered rate (subject to a floor of 0.00%) plus an applicable margin ranging from 3.25% to 3.75% per annum depending on GIH’s senior secured first lien net leverage ratio or | |||||||||||||||||||||
Revolving Credit Facility [Member] | Maximum [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Unused Borrowing Fee Percentage | 0.50% | |||||||||||||||||||||
Revolving Credit Facility [Member] | Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest Rate On Debt | 3.75% | |||||||||||||||||||||
Revolving Credit Facility [Member] | Maximum [Member] | Base Rate [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest Rate On Debt | 2.75% | |||||||||||||||||||||
Revolving Credit Facility [Member] | Minimum [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Unused Borrowing Fee Percentage | 0.25% | |||||||||||||||||||||
Revolving Credit Facility [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest Rate On Debt | 3.25% | |||||||||||||||||||||
Revolving Credit Facility [Member] | Minimum [Member] | Base Rate [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest Rate On Debt | 2.25% | |||||||||||||||||||||
Term Loan and Revolving Credit Facility [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Floor rate | 0.75% | |||||||||||||||||||||
Margin On LIBOR | an adjusted London inter-bank offered rate (subject to a floor of 0.75%) plus an applicable margin of 3.75% or | |||||||||||||||||||||
Term Loan and Revolving Credit Facility [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest Rate On Debt | 3.75% | |||||||||||||||||||||
Term Loan and Revolving Credit Facility [Member] | Minimum [Member] | Base Rate [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest Rate On Debt | 2.75% | |||||||||||||||||||||
2024 Senior Secured Notes [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Aggregate principal amount | $ 905,000,000 | 721,400,000 | 975,000,000 | |||||||||||||||||||
Interest rate | 9.875% | |||||||||||||||||||||
Issue price as percentage of face value | 99.512% | |||||||||||||||||||||
Convertible Notes, unamortized discount | 1,500,000 | |||||||||||||||||||||
Total debt | 718,100,000 | 973,500,000 | ||||||||||||||||||||
Loan origination fees | 19,700,000 | |||||||||||||||||||||
Amortization of deferred financing costs | 1,800,000 | |||||||||||||||||||||
Debt issuance costs | $ 17,900,000 | |||||||||||||||||||||
Debt instrument redemption price, percentage | 104.938% | |||||||||||||||||||||
Total debt | $ 718,100,000 | 973,500,000 | ||||||||||||||||||||
Unamortized discount on debt | 3,300,000 | |||||||||||||||||||||
2024 Senior Secured Notes [Member] | May Two Thousand And Nineteen Additional Notes | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Aggregate principal amount | $ 20,000,000 | |||||||||||||||||||||
Issue price as percentage of face value | 100.50% | |||||||||||||||||||||
2024 Senior Secured Notes [Member] | November Two Thousand And Twenty Additional Notes | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Aggregate principal amount | $ 50,000,000 | |||||||||||||||||||||
Interest rate | 103.50% | |||||||||||||||||||||
9.875% Senior secured Notes Due On 2024 [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Loan origination fees | 22,600,000 | |||||||||||||||||||||
Amortization of deferred financing costs | 1,400,000 | 3,700,000 | $ 2,300,000 | |||||||||||||||||||
Debt issuance costs | 16,600,000 | |||||||||||||||||||||
Two Thousand Twenty Convertible Notes [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Repayments Of Convertible Debt | $ 500,000 | |||||||||||||||||||||
Two Thousand Twenty Convertible Notes [Member] | Loss On Extinguishment Of Debt [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Repayments Of Convertible Debt | 159,000,000 | |||||||||||||||||||||
Repayments Of Convertible Debt Adjustments | 8,500,000 | |||||||||||||||||||||
Debt Issuance Costs, Net | 600,000 | |||||||||||||||||||||
2022 Convertible Notes [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Aggregate principal amount | 102,800,000 | |||||||||||||||||||||
Convertible Notes, unamortized discount | 22,600,000 | |||||||||||||||||||||
Convertible Notes | 102,788,000 | 215,122,000 | [1] | |||||||||||||||||||
Convertible Notes recorded as long-term debt | 49,100,000 | 237,800,000 | ||||||||||||||||||||
Amount recorded as long-term debt and accumulated deficit reduction | 26,500,000 | 22,700,000 | ||||||||||||||||||||
12.500% Senior Secured Notes Due 2022 [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Aggregate principal amount | $ 525,000,000 | |||||||||||||||||||||
Interest rate | 12.50% | |||||||||||||||||||||
Amortization of deferred financing costs | 900,000 | |||||||||||||||||||||
Debt issuance costs | 9,100,000 | |||||||||||||||||||||
Payment Of Premium On Debt Redemption | 51,400,000 | |||||||||||||||||||||
Payment of senior debt | $ 690,000,000 | |||||||||||||||||||||
12.500% Senior Secured Notes Due 2022 [Member] | January Two Thousand And Seventeen Additional Notes [Member] | Additional Notes [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Aggregate principal amount | $ 65,000,000 | |||||||||||||||||||||
Issue price as percentage of face value | 108.00% | |||||||||||||||||||||
12.500% Senior Secured Notes Due 2022 [Member] | September Two Thousand And Seventeen Additional Notes [Member] | Additional Notes [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Aggregate principal amount | $ 100,000,000 | |||||||||||||||||||||
Issue price as percentage of face value | 113.00% | |||||||||||||||||||||
6.00% Convertible Senior Notes [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Aggregate principal amount | $ 237,800,000 | |||||||||||||||||||||
Interest rate | 6.00% | |||||||||||||||||||||
Amortization of deferred financing costs | 1,400,000 | 1,800,000 | 1,700,000 | |||||||||||||||||||
Debt issuance costs | $ 400,000 | 2,700,000 | ||||||||||||||||||||
Debt instrument redemption price, percentage | 100.00% | |||||||||||||||||||||
Effective interest rate on convertible notes | 13.60% | |||||||||||||||||||||
Option granted to initial purchasers | $ 32,300,000 | |||||||||||||||||||||
Principal amount of Convertible Notes, subsequently exercised | 22,800,000 | |||||||||||||||||||||
Proceeds from issuance of convertible notes | 237,800,000 | |||||||||||||||||||||
Convertible Notes | 188,700,000 | 215,100,000 | ||||||||||||||||||||
Additional paid-in capital | $ 49,100,000 | |||||||||||||||||||||
Conversion of Stock, Amount Converted | $ 1,000,000 | |||||||||||||||||||||
Conversion of Stock, Shares Issued | shares | 166,666 | |||||||||||||||||||||
Conversion rate | 166.6667 | |||||||||||||||||||||
Principal amount | $ 10,000 | |||||||||||||||||||||
Conversion price | $ / shares | $ 6 | |||||||||||||||||||||
Multiples of principal amount | $ 1,000 | |||||||||||||||||||||
6.00% Convertible Senior Notes [Member] | Institutional Buyers [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Aggregate principal amount | $ 215,000,000 | |||||||||||||||||||||
6.00% Convertible Senior Notes [Member] | Stock Price Condition [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt instrument convertible threshold trading days | Tradingday | 20 | |||||||||||||||||||||
Debt instrument convertible threshold consecutive trading days | Tradingday | 30 | |||||||||||||||||||||
Debt instrument convertible threshold percentage of stock price trigger | 130.00% | |||||||||||||||||||||
6.00% Convertible Senior Notes [Member] | Notes Price Condition [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt instrument convertible threshold trading days | Tradingday | 5 | |||||||||||||||||||||
Debt instrument convertible threshold consecutive trading days | 5 | |||||||||||||||||||||
Debt instrument convertible threshold percentage of stock price trigger | 98.00% | |||||||||||||||||||||
6.00% Convertible Senior Notes [Member] | March2021 Exchange Agreements | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Conversion of Stock, Amount Converted | $ 28,235,000,000 | |||||||||||||||||||||
Conversion of Stock, Shares Issued | shares | 5,121,811 | |||||||||||||||||||||
6.00% Convertible Senior Notes [Member] | April2021 Exchange Agreement [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Conversion of Stock, Amount Converted | $ 105,726,000,000 | |||||||||||||||||||||
Conversion of Stock, Shares Issued | shares | 19,064,529 | |||||||||||||||||||||
6.00% Convertible Senior Notes [Member] | Issuance Costs [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Loan origination fees | $ 8,100,000 | |||||||||||||||||||||
Additional paid-in capital | 1,700,000 | |||||||||||||||||||||
Issuance cost recorded to deferred financing costs | $ 6,400,000 | |||||||||||||||||||||
3.75% Convertible Senior Notes [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest rate | 3.75% | |||||||||||||||||||||
Repayments Of Convertible Debt | $ 199,900,000 | |||||||||||||||||||||
Amortization of deferred financing costs | $ 200,000 | |||||||||||||||||||||
Debt instrument redemption price, percentage | 1000.00% | |||||||||||||||||||||
Option granted to initial purchasers | $ 60,000,000 | |||||||||||||||||||||
Proceeds from issuance of convertible notes | 361,900,000 | |||||||||||||||||||||
Debt Instrument Principal Redemption | $ 1,000 | |||||||||||||||||||||
Forward stock repurchase transactions amount | $ 140,000,000 | 140,000,000 | ||||||||||||||||||||
Forward stock repurchase transaction shares, excluded from dilution effect | shares | 2,100,000 | 1,500,000 | 5,100,000 | |||||||||||||||||||
3.75% Convertible Senior Notes [Member] | Institutional Buyers [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Aggregate principal amount | 340,000,000 | |||||||||||||||||||||
Principal amount of Convertible Notes, subsequently exercised | $ 21,900,000 | |||||||||||||||||||||
3.75% Convertible Senior Notes [Member] | Issuance Costs [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Loan origination fees | 10,400,000 | |||||||||||||||||||||
Additional paid-in capital | 2,900,000 | |||||||||||||||||||||
Issuance cost recorded to deferred financing costs | $ 7,500,000 | |||||||||||||||||||||
3.75% Convertible Senior Notes [Member] | Convertible Notes [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest rate | 3.75% | |||||||||||||||||||||
Line of Credit [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt instrument, maturity date | Apr. 30, 2028 | |||||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 725,000,000 | |||||||||||||||||||||
Term loan discount rate | 0.50% | |||||||||||||||||||||
Line of Credit [Member] | Term Loan and Revolving Credit Facility [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Prepayment of annual excess cash flow, Percentage | 50.00% | |||||||||||||||||||||
Reduction in Prepayment of annual excess cash flow, Percentage | 25.00% | |||||||||||||||||||||
Maximum reduction in Prepayment of annual excess cash flow, Percentage | 0.00% | |||||||||||||||||||||
Leverage ratio | 7.50 | |||||||||||||||||||||
Percentage Of All Commitments | 35.00% | |||||||||||||||||||||
[1] | Carrying value of the 2022 Convertible Notes reflects the unaccreted debt discount of $ 22.6 million as of December 31, 2020. See Note 10, "Long-Term Debt and Other Liabilities," for further information. |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended |
May 31, 2021 | Dec. 31, 2021 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Notional Amounts | $ 650 | |
Derivative, description of terms | We receive payments in the amount calculated pursuant to the caps for any period in which the three-month USD LIBOR rate increases beyond the applicable strike rate | |
Unrealized loss on the interest rate caps gross | $ 2.7 | |
Unrealized loss on the interest rate caps net | 0.9 | |
Other Comprehensive Income (Loss) | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Fair value of outstanding derivative instruments, unrealized loss net of taxes deferred in accumulated other comprehensive income | 0 | |
Fair value of outstanding derivative instruments, loss, expected to be reclassified to earnings | $ 0.2 | |
Interest Rate Cap | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Notional Amounts | $ 8.6 |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Schedule of Notional Amounts Strike Rates and End Dates of the Cap Agreements (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | May 31, 2021 | |
Derivative [Line Items] | ||
Notional Amounts | $ 650,000 | |
0.75% due on 7/31/2023 | ||
Derivative [Line Items] | ||
Start Date | Jul. 31, 2021 | |
End Date | Jul. 31, 2023 | |
Notional Amounts | $ 650,000 | |
Strike Rate | 0.75% | |
0.75% due on 7/31/2024 | ||
Derivative [Line Items] | ||
Start Date | Jul. 31, 2023 | |
End Date | Jul. 31, 2024 | |
Notional Amounts | $ 525,000 | |
Strike Rate | 0.75% | |
1.25% due on 7/31/2025 | ||
Derivative [Line Items] | ||
Start Date | Jul. 31, 2024 | |
End Date | Jul. 31, 2025 | |
Notional Amounts | $ 350,000 | |
Strike Rate | 1.25% | |
2.25% due on 7/31/2026 | ||
Derivative [Line Items] | ||
Start Date | Jul. 31, 2025 | |
End Date | Jul. 31, 2026 | |
Notional Amounts | $ 250,000 | |
Strike Rate | 2.25% | |
2.75% due on 7/31/2027 | ||
Derivative [Line Items] | ||
Start Date | Jul. 31, 2026 | |
End Date | Jul. 31, 2027 | |
Notional Amounts | $ 200,000 | |
Strike Rate | 2.75% |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities - Schedule of Fair Value of Interest Rate Derivates (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Prepaid Expenses and Other Current Assets | Interest Rate Cap Current | |
Derivatives, Fair Value [Line Items] | |
Derivative Asset | $ 925 |
Other Noncurrent Assets | Interest Rate Cap Non Current | |
Derivatives, Fair Value [Line Items] | |
Derivative Asset | $ 11,359 |
Interest Costs - Summary of Int
Interest Costs - Summary of Interest Costs (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule Of Interest [Line Items] | |||
Interest costs charged to expense | $ 62,390 | $ 105,988 | $ 110,502 |
Amortization of deferred financing costs | 4,661 | 5,892 | 5,260 |
Accretion of debt discount | 419 | 13,907 | 15,729 |
Amortization of interest rate cap premium | 2 | 0 | 0 |
Amortization of debt premium | 0 | 0 | (1,018) |
Interest expense | 67,472 | 125,787 | 130,473 |
Total interest costs | 67,787 | 126,672 | 131,092 |
Property and Equipment [Member] | |||
Schedule Of Interest [Line Items] | |||
Interest costs capitalized | 4 | 0 | 11 |
Software [Member] | |||
Schedule Of Interest [Line Items] | |||
Interest costs capitalized | $ 311 | $ 885 | $ 608 |
Common Stock and Preferred St_2
Common Stock and Preferred Stock - Additional Information (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Preferred stock share authorized | 100,000,000 | |
Preferred stock par value per share | $ 0.01 | |
Preferred stock share issued | 0 | |
Shares issued, price per share | $ 38.40 | |
Computershare Trust Company | ||
Restructuring Cost and Reserve [Line Items] | ||
Business acquisition | A company generally experiences an ownership change if the percentage of the value of its stock owned by certain “5-percent shareholders,” as such term is defined in Section 382 of the Code, increases by more than 50 percentage points over a rolling three-year period. The Rights Agreement is intended to reduce the likelihood of an ownership change under Section 382 of the Code by deterring any person or group from acquiring beneficial ownership of 4.9% or more of the shares of the Company’s common stock then-outstanding. |
Fair Value of Financial Asset_3
Fair Value of Financial Assets and Liabilities - Summary of Fair Value and Carrying Value of Long-Term Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Total debt | $ 820,845 | $ 1,188,661 | ||
Term Loan Facility [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair value of term loans | [1] | 723,000 | ||
Term loans | [2] | 718,057 | ||
2024 Senior Secured Notes [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair Value of Long Term Debt | [1] | 1,045,000 | ||
Total debt | [3] | 973,539 | ||
2022 Convertible Notes [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair Value of Convertible Notes | [1] | 230,000 | 404,000 | |
Carrying Value of Convertible Notes | $ 102,788 | $ 215,122 | [4] | |
[1] | Fair value amounts are rounded to the nearest million. | |||
[2] | Carrying value of the Term Loan Facility reflects the unaccreted debt discount of $ 3.3 million as of December 31, 2021. See Note 10, "Long-Term Debt and Other Liabilities," for further information. | |||
[3] | Carrying value of the 2024 Senior Secured Notes reflects the unaccreted debt discount of $ 1.5 million as of December 31, 2020. See Note 10, "Long-Term Debt and Other Liabilities," for further information. | |||
[4] | Carrying value of the 2022 Convertible Notes reflects the unaccreted debt discount of $ 22.6 million as of December 31, 2020. See Note 10, "Long-Term Debt and Other Liabilities," for further information. |
Fair Value of Financial Asset_4
Fair Value of Financial Assets and Liabilities - Summary of Fair Value and Carrying Value of Long-Term Debt (Parenthetical) (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt Instrument, Unamortized Discount | $ 1.3 | |
Term Loan Facility [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt Instrument, Unamortized Discount | $ 3.3 | |
2024 Senior Secured Notes [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt Instrument, Unamortized Discount | $ 1.5 | |
2022 Convertible Notes [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt Instrument, Unamortized Discount | $ 22.6 |
Business Segments and Major Cus
Business Segments and Major Customers - Additional Information (Detail) - Customer | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Number of customers meeting concentration risk threshold | 0 | 0 | 0 |
Stock-Based Compensation and _3
Stock-Based Compensation and 401(k) Plan - Additional Information (Detail) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021USD ($)Classofcommonstockshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | |
Schedule Of Share Based Compensation Arrangement [Line Items] | |||
Number of share-based employee compensation plans | Classofcommonstock | 3 | ||
Employee Contribution, Percentage | 100.00% | ||
Percentage of employees contribution matched by the company | 4.00% | ||
Employer Contribution | $ | $ 1.8 | $ 1.5 | $ 1.3 |
Restricted Stock Units and Deferred Stock Units [Member] | |||
Schedule Of Share Based Compensation Arrangement [Line Items] | |||
Total unrecognized compensation costs related to unvested stock options | $ | $ 21 | ||
Weighted average period related to unvested stock options | 2 years 6 months | ||
Total grant date fair value of stock options vested | $ | $ 9 | ||
Stock options [Member] | |||
Schedule Of Share Based Compensation Arrangement [Line Items] | |||
Stock options granted | 26,726 | ||
Stock options forfeited | 12,897 | ||
Restricted Stock [Member] | |||
Schedule Of Share Based Compensation Arrangement [Line Items] | |||
Total unrecognized compensation costs related to unvested stock options | $ | $ 0 | ||
Restricted Stock Units (RSUs) [Member] | |||
Schedule Of Share Based Compensation Arrangement [Line Items] | |||
Options vesting period | 4 years | ||
Option Exchange Program [Member] | |||
Schedule Of Share Based Compensation Arrangement [Line Items] | |||
Common stock, shares issued under ESPP | 6,664,773 | ||
Stock options granted | 4,168,455 | ||
Stock options forfeited | 2,896,383 | ||
Employee Stock Purchase Plan [Member] | |||
Schedule Of Share Based Compensation Arrangement [Line Items] | |||
Common stock, shares reserved for issuance | 2,200,000 | ||
Shares available for grant | 766,580 | ||
Common stock, shares issued under ESPP | 48,560 | ||
Employee Stock Purchase Plan [Member] | Maximum [Member] | |||
Schedule Of Share Based Compensation Arrangement [Line Items] | |||
Purchase Price of Common Stock, Percent | 15.00% | ||
Stock Plan 2010, 2013 and 2016 [Member] | |||
Schedule Of Share Based Compensation Arrangement [Line Items] | |||
Common stock, shares reserved for issuance | 27,709,128 | ||
Shares available for grant | 3,364,627 | ||
Contractual life of granted options | 10 years | ||
Options vesting period | 4 years | ||
Stock Plan 2010, 2013 and 2016 [Member] | Restricted Stock Units and Deferred Stock Units [Member] | Director [Member] | |||
Schedule Of Share Based Compensation Arrangement [Line Items] | |||
2013 Omnibus Plan settlement, Description | DSUs will be settled in shares of our common stock 90 days after the director ceases to serve as a director. | ||
Stock Plan 2010, 2013 and 2016 [Member] | Stock options [Member] | |||
Schedule Of Share Based Compensation Arrangement [Line Items] | |||
Total unrecognized compensation costs related to unvested stock options | $ | $ 1 | ||
Weighted average period related to unvested stock options | 1 year 2 months 12 days | ||
Total grant date fair value of stock options vested | $ | $ 10 | $ 16 | $ 8 |
Stock-Based Compensation and _4
Stock-Based Compensation and 401(k) Plan - Summary of Stock-Based Compensation Expense by Operating Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | $ 13,345 | $ 7,808 | $ 8,654 |
Cost of Service Revenue [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 472 | 119 | 118 |
Cost of Equipment Revenue [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 523 | 235 | 275 |
Engineering, Design and Development [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 1,358 | 560 | 601 |
Sales and Marketing [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 1,615 | 880 | 1,233 |
General and Administrative [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | $ 9,377 | $ 6,014 | $ 6,427 |
Stock-Based Compensation and _5
Stock-Based Compensation and 401(k) Plan - Summary of Stock Options Activity (Detail) - Stock options [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Stock Option Activity [Line Items] | ||
Options Outstanding, Beginning Balance | 5,446,668 | |
Number of Options, Granted | 26,726 | |
Number of Options, Exercised | (591,930) | |
Number of Options, Forfeited | (12,897) | |
Number of Options, Expired | (66,225) | |
Options Outstanding, Ending Balance | 4,802,342 | 5,446,668 |
Options Exercisable, Ending Balance | 2,669,860 | |
Weighted Average Exercise Price Per Share, Outstanding Beginning Balance | $ 4.19 | |
Weighted Average Exercise Price Per Share, Granted | 9.66 | |
Weighted Average Exercise Price Per Share, Exercised | 3.01 | |
Weighted Average Exercise Price Per Share, Forfeited | 2.91 | |
Weighted Average Exercise Price Per Share, Expired | 17.78 | |
Weighted Average Exercise Price Per Share, Outstanding Ending Balance | 4.18 | $ 4.19 |
Weighted Average Exercise Price Per Share, Options Exercisable | $ 5.35 | |
Weighted Average Remaining Contractual Life, Outstanding | 6 years 6 months 25 days | 7 years 3 months 29 days |
Weighted Average Remaining Contractual Life, Exercisable Ending Balance | 5 years 1 month 28 days | |
Aggregate Intrinsic Value, Outstanding | $ 45,927 | $ 32,458 |
Aggregate Intrinsic Value, Exercisable Ending Balance | $ 22,874 |
Stock-Based Compensation and _6
Stock-Based Compensation and 401(k) Plan - Schedule of Weighted Average Assumptions Used and Weighted Average Grant Date Fair Value of Stock Options (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock options [Member] | |||
Schedule Of Weighted Average Assumptions For Fair Values Of Stock Options [Line Items] | |||
Approximate risk-free interest rate | 1.00% | 0.50% | 2.30% |
Average expected life (years) | 5 years 6 months | 6 years 2 months 12 days | 6 years 7 days |
Volatility | 77.00% | 66.80% | 60.50% |
Weighted average grant date fair value of stock options granted | $ 9.66 | $ 2.59 | $ 4.71 |
Common Stock | |||
Schedule Of Weighted Average Assumptions For Fair Values Of Stock Options [Line Items] | |||
Weighted average grant date fair value of stock options granted | $ 6.22 | $ 1.56 | $ 2.69 |
Stock-Based Compensation and _7
Stock-Based Compensation and 401(k) Plan - Summarizes the Activities for Unvested RSUs and DSUs (Detail) - Restricted Stock Units and Deferred Stock Units [Member] | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Underlying Shares, Unvested - Beginning balance | shares | 3,448,169 |
Number of Underlying Shares, Granted | shares | 2,751,436 |
Number of Underlying Shares, Vested | shares | (1,940,374) |
Number of Underlying Shares, Forfeited/canceled | shares | (260,543) |
Number of Underlying Shares, Unvested - Ending balance | shares | 3,998,688 |
Weighted Average Grant Date Fair Value, Unvested - Beginning balance | $ / shares | $ 3.80 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 10.06 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 4.51 |
Weighted Average Grant Date Fair Value, Forfeited/canceled | $ / shares | 6.79 |
Weighted Average Grant Date Fair Value, Unvested - Ending balance | $ / shares | $ 7.40 |
Stock-Based Compensation and _8
Stock-Based Compensation and 401(k) Plan - Summarizes the Activity for Restricted Stock (Detail) - Restricted Stock [Member] | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Underlying Shares, Unvested - Beginning balance | shares | 18,227 |
Number of Underlying Shares, Granted | shares | 0 |
Number of Underlying Shares, Vested | shares | (18,227) |
Number of Underlying Shares, Forfeited/canceled | shares | 0 |
Number of Underlying Shares, Unvested - Ending balance | shares | 0 |
Weighted Average Grant Date Fair Value, Unvested - Beginning balance | $ / shares | $ 12.26 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 0 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 12.26 |
Weighted Average Grant Date Fair Value, Forfeited/canceled | $ / shares | 0 |
Weighted Average Grant Date Fair Value, Unvested - Ending balance | $ / shares | $ 0 |
Employee Retirement and Postret
Employee Retirement and Postretirement Benefits - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Text Block [Abstract] | |||
Employee Contribution, Percentage | 100.00% | ||
Percentage of employees contribution matched by the company | 4.00% | ||
Employer Contribution | $ 1.8 | $ 1.5 | $ 1.3 |
Income Tax _Pending final tax e
Income Tax [Pending final tax entries] - (Loss) Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (27,557) | $ (45,840) | $ (85,806) |
Foreign | (3,084) | (2,865) | (2,128) |
Loss from continuing operations before income taxes | $ (30,641) | $ (48,705) | $ (87,934) |
Income Tax - Components of (Ben
Income Tax - Components of (Benefit) Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 90 | 86 | 385 |
Foreign | 0 | 0 | 0 |
Current Total | 90 | 86 | 385 |
Deferred: | |||
Federal | (166,706) | (318) | 91 |
State | (20,614) | 86 | 87 |
Deferred Total | (187,320) | (232) | 178 |
Total | $ (187,230) | $ (146) | $ 563 |
Income Tax - Income Tax Compute
Income Tax - Income Tax Computed at Federal Statutory Tax Rates (Detail) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 21.00% | 21.00% | 21.00% |
Impact of change in tax rate | 0.00% | 0.00% | (0.10%) |
Change in valuation allowance | 595.50% | (48.90%) | (25.10%) |
State income taxes-net of federal tax benefit | 3.20% | 14.00% | 6.90% |
R&D credit | 8.30% | 0.00% | 0.00% |
Loss on Settlement of 2022 Convertible Notes | (12.90%) | 0.00% | 0.00% |
Other | (4.10%) | 14.20% | (3.10%) |
Effective tax rate | 611.00% | 0.30% | (0.60%) |
Income Tax - Components of Defe
Income Tax - Components of Deferred Income Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Compensation accruals | $ 2,492 | $ 7,618 |
Stock options | 7,839 | 23,263 |
Inventory | 823 | 1,784 |
Warranty reserves | 609 | 599 |
Fixed assets | 5,821 | 0 |
Capital loss | 10,425 | 17,712 |
Deferred revenue | 184 | 315 |
Federal net operating loss (NOL) | 144,591 | 135,806 |
State NOL | 29,690 | 25,896 |
Foreign NOL | 15,478 | 18,374 |
Interest carryforward | 71,778 | 66,379 |
UNICAP adjustment | 1,070 | 1,733 |
Finite-lived intangible assets | 3,374 | 4,748 |
Operating lease liability | 21,118 | 11,539 |
R&D credit | 2,538 | 0 |
Other | 4,983 | 7,671 |
Total deferred income tax assets | 322,813 | 323,437 |
Fixed assets | 0 | (8,673) |
Indefinite-lived intangible assets | 8,043 | 7,619 |
Convertible Notes discount | 0 | 5,512 |
Right-of-use asset | 17,684 | 8,435 |
Interest rate cap valuation | (909) | 0 |
Other | 324 | 1,924 |
Total deferred income tax liabilities | (26,960) | (32,163) |
Total deferred income tax | 295,853 | 291,274 |
Valuation allowance | (110,720) | (293,382) |
Net deferred income tax asset (liability) | $ (185,133) | $ (2,108) |
Income Tax - Additional Informa
Income Tax - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Tax Credit Carryforward [Line Items] | |||
Deferred Tax Assets Valuation Allowance | $ 110,720 | $ 293,382 | |
Valuation Allowance, Deferred Tax Asset | $ 195,800 | ||
Utilization of NOL and tax credit carryforwards due to ownership changes | 50.00% | ||
Interest expense allowable of EBITDA | 30.00% | ||
Interest expense allowable of EBIT | 30.00% | ||
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 |
Interest or penalties related to uncertain tax positions | 0 | 0 | $ 0 |
Liabilities for interest and potential penalties | 0 | $ 0 | |
Increase (decrease) in unrecognized tax benefits | 0 | ||
Federal net operating loss [Member] | |||
Tax Credit Carryforward [Line Items] | |||
Net operating loss carryforward | 689,000 | ||
State NOL [Member] | |||
Tax Credit Carryforward [Line Items] | |||
Net operating loss carryforward | 523,000 | ||
Canadian NOL [Member] | |||
Tax Credit Carryforward [Line Items] | |||
Net operating loss carryforward | $ 58,000 |
Leases - Summary of our lease e
Leases - Summary of our lease expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Operating lease cost | $ 13,203 | $ 11,688 | $ 11,676 |
Finance lease cost: | |||
Amortization of leased assets | 35 | 230 | 665 |
Interest on lease liabilities | 50 | 113 | 56 |
Total lease cost | $ 13,288 | $ 12,031 | $ 12,397 |
Leases - Other information rega
Leases - Other information regarding our leases (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash paid for amounts included in measurement of lease liabilities: | |||
Operating cash flows used in operating leases | $ 13,930 | $ 12,733 | $ 13,059 |
Operating cash flows used in finance leases | 51 | 113 | 56 |
Financing cash flows used in finance leases | 145 | 546 | 0 |
Non-cash items: | |||
Operating leases obtained | 43,148 | 5,342 | 4,197 |
Finance leases obtained | $ 0 | $ 428 | $ 1,268 |
Weighted average remaining lease term | |||
Operating leases | 9 years | 7 years | 8 years |
Finance leases | 2 years | 2 years | 3 years |
Weighted average discount rate | |||
Operating leases | 7.00% | 11.20% | 10.30% |
Finance leases | 18.60% | 10.50% | 8.30% |
Leases - Annual Future Minimum
Leases - Annual Future Minimum Obligations for Operating Leases Other than Arrangements with Commercial Airline Partners (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Leases | ||
2022 | $ 12,815 | |
2023 | 12,698 | |
2024 | 12,043 | |
2025 | 11,249 | |
2026 | 11,184 | |
Thereafter | 53,914 | |
Total future minimum lease payments | 113,903 | |
Less: Amount representing interest | (29,130) | |
Present value of net minimum lease payments | 84,773 | |
Accrued liabilities | $ 7,444 | $ 8,089 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued liabilities | Accrued liabilities |
Non-current operating lease liabilities | $ 77,329 | $ 38,018 |
Other non-current liabilities | 0 | |
Total lease liabilities | 84,773 | |
Financing Leases | ||
2022 | 156 | |
2023 | 91 | |
Total future minimum lease payments | 247 | |
Less: Amount representing interest | (31) | |
Present value of net minimum lease payments | 216 | |
Accrued liabilities | $ 129 | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued liabilities | |
Other non-current liabilities | $ 87 | |
Total lease liabilities | $ 216 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Linksmart Litigation [Member] | |
Loss Contingencies [Line Items] | |
Litigation filing date | April 20, 2018 |
Securities Litigation [Member] | |
Loss Contingencies [Line Items] | |
Litigation filing date | June 27, 2018 |
Cash payment related to tentative resolution | $ 17.3 |
Accrued Liabilities | $ 17.3 |
Derivative Litigation [Member] | |
Loss Contingencies [Line Items] | |
Litigation filing date | September 25, 2018 and September 26, 2018 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) - Summary of changes in accumulated other comprehensive income (loss) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | $ (641,114) | $ (398,890) | $ (268,761) |
Net current period comprehensive income (loss) | 2,802 | 1,243 | 1,298 |
Ending Balance | (320,154) | (641,114) | (398,890) |
Accumulated Currency Translation Adjustment [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | (1,013) | (2,256) | (3,554) |
Other comprehensive income (loss) before reclassifications | 53 | 1,243 | 1,298 |
Net current period comprehensive income (loss) | 53 | 1,243 | 1,298 |
Ending Balance | (960) | (1,013) | (2,256) |
Accumulated Change in Fair Value Cash Flow Hedge [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | 0 | 0 | 0 |
Other comprehensive income (loss) before reclassifications | 2,747 | 0 | 0 |
Less: income (loss) realized and reclassified to earnings | (2) | ||
Net current period comprehensive income (loss) | 2,749 | 0 | 0 |
Ending Balance | 2,749 | 0 | 0 |
Accumulated Other Comprehensive Income (Loss) [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | (1,013) | (2,256) | (3,554) |
Other comprehensive income (loss) before reclassifications | 2,800 | 1,243 | 1,298 |
Less: income (loss) realized and reclassified to earnings | (2) | ||
Net current period comprehensive income (loss) | 2,802 | 1,243 | 1,298 |
Ending Balance | $ 1,789 | $ (1,013) | $ (2,256) |
Quarterly Data (Unaudited) - Su
Quarterly Data (Unaudited) - Summarized Quarterly Financial Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |||
Total revenue | $ 335,716 | $ 269,718 | $ 308,985 |
Operating income | 120,626 | 76,351 | 96,532 |
Net income (loss) from continuing operations | 156,589 | (48,559) | (88,497) |
Net income (loss) from discontinued operations | (3,854) | (201,477) | (57,507) |
Net income (loss) | $ 152,735 | (250,036) | (146,004) |
Net income (loss) attributable to common stock | $ (250,036) | $ (146,004) | |
Net income (loss) attributable to common stock per share - basic: | |||
Basic Earnings (loss) per share from Continuing Operations | $ 1.50 | $ (0.59) | $ (1.10) |
Basic Loss per share from Discontinued Operations | (0.04) | (2.45) | (0.71) |
Net income (loss) attributable to common stock per share-basic | 1.46 | (3.04) | (1.81) |
Net income (loss) attributable to common stock per share - diluted: | |||
Continuing operations | 1.28 | (0.59) | (1.10) |
Diluted loss per share from Discontinued Operations | 0 | (2.45) | (0.71) |
Net income (loss) attributable to common stock per share - diluted | $ 1.28 | (3.04) | (1.81) |
Net income (loss) attributable to common stock per share - basic and diluted: | |||
Net loss from continuing operations | (0.59) | (1.10) | |
Net income (loss) from discontinued operations | (2.45) | (0.71) | |
Net income (loss) | $ (3.04) | $ (1.81) | |
Weighted average number of shares - basic and diluted | |||
Basic | 103,400 | 82,266 | 80,766 |
Diluted | 127,205 | 82,266 | 80,766 |
Weighted average number of shares—basic and diluted | 82,266,000 | 80,766,000 |
Condensed Financial Informati_3
Condensed Financial Information of Registrant - Condensed Balance Sheets (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Assets: | ||||
Cash and cash equivalents | $ 145,913 | $ 435,345 | $ 170,016 | |
Prepaid expenses and other current assets | 32,295 | 8,934 | ||
Total assets | 647,687 | 673,588 | ||
Liabilities and stockholders’ deficit: | ||||
Current portion of long-term debt | 109,620 | 341,000 | ||
Long-term debt | 694,760 | 827,968 | ||
Other non-current liabilities | 7,236 | 10,581 | ||
Total liabilities | 967,841 | 1,314,702 | ||
Total stockholders’ deficit | (320,154) | (641,114) | (398,890) | $ (268,761) |
Total liabilities and stockholders’ deficit | 647,687 | 673,588 | ||
Parent Company [Member] | ||||
Assets: | ||||
Cash and cash equivalents | 55,069 | 55,065 | $ 118,323 | |
Prepaid expenses and other current assets | 25 | 25 | ||
Deferred income taxes | 186,041 | 0 | ||
Total assets | 241,135 | 55,090 | ||
Liabilities and stockholders’ deficit: | ||||
Other current liabilities | 740 | 1,947 | ||
Current portion of long-term debt | 102,370 | 0 | ||
Long-term debt | 0 | 212,387 | ||
Other non-current liabilities | 0 | 2,108 | ||
Investments and payables with subsidiaries | 458,179 | 479,762 | ||
Total liabilities | 561,289 | 696,204 | ||
Total stockholders’ deficit | (320,154) | (641,114) | ||
Total liabilities and stockholders’ deficit | $ 241,135 | $ 55,090 |
Condensed Financial Informati_4
Condensed Financial Information of Registrant - Condensed Statements of Operations and Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Condensed Income Statements, Captions [Line Items] | |||
Interest income | $ 191 | $ 722 | $ 4,000 |
Interest expense | (67,472) | (125,787) | (130,473) |
Loss on extinguishment of debt and settlement of convertible notes | 83,961 | 0 | 57,962 |
Other | (25) | (9) | (31) |
Total other (income) expense | (151,267) | (125,056) | (184,466) |
Loss from continuing operations before income taxes | (30,641) | (48,705) | (87,934) |
Income tax provision (benefit) | 187,230 | 146 | (563) |
Net income (loss) | 152,735 | (250,036) | (146,004) |
Comprehensive income (loss) | 155,537 | (248,793) | (144,706) |
Parent Company [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
Interest income | (6) | (451) | (3,083) |
Interest expense | 9,504 | 29,318 | 33,807 |
Loss on extinguishment of debt and settlement of convertible notes | 18,948 | 0 | 9,163 |
Other | (4) | 4 | 3 |
Total other (income) expense | 28,442 | 28,871 | 39,890 |
Loss from continuing operations before income taxes | (28,442) | (28,871) | (39,890) |
Income tax provision (benefit) | (187,230) | (146) | 563 |
Equity losses of subsidiaries | 6,053 | 221,311 | 105,551 |
Net income (loss) | 152,735 | (250,036) | (146,004) |
Comprehensive income (loss) | $ 152,735 | $ (250,036) | $ (146,004) |
Condensed Financial Informati_5
Condensed Financial Information of Registrant - Condensed Statements of Cash Flows (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Condensed Cash Flow Statements, Captions [Line Items] | |||
Net income (loss) | $ 152,735 | $ (250,036) | $ (146,004) |
Accretion of debt discount | 419 | 13,907 | 15,729 |
Amortization of deferred financing costs | 4,661 | 5,892 | 5,260 |
Loss on extinguishment of debt and settlement of convertible notes | 83,961 | 0 | 57,962 |
Deferred income taxes | (187,320) | (232) | 178 |
Net cash provided by (used in) operating activities from continuing operations | 66,697 | 4,513 | (12,872) |
Redemptions of short-term investments | 39,323 | ||
Net cash provided by (used in) investing activities from continuing operations | (16,289) | (8,990) | 32,850 |
Financing activities: | |||
Repurchase of convertible notes | 0 | (2,498) | (159,502) |
Payment of debt issuance costs | (21,103) | 0 | (22,976) |
Net cash provided by (used in) financing activities from continuing operations | (331,037) | 44,479 | (2,830) |
Cash, cash equivalents and restricted cash at beginning of period | 435,870 | 177,675 | 191,116 |
Cash, cash equivalents and restricted cash at end of period | 146,268 | 435,870 | 177,675 |
Less: current restricted cash | 25 | 525 | 560 |
Less: non-current restricted cash | 330 | 7,099 | |
Cash and cash equivalents at end of period | 145,913 | 435,345 | 170,016 |
Parent Company [Member] | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Net income (loss) | 152,735 | (250,036) | (146,004) |
Accretion of debt discount | 0 | 13,255 | 15,276 |
Amortization of deferred financing costs | 1,387 | 1,781 | 1,906 |
Loss on extinguishment of debt and settlement of convertible notes | 18,948 | 0 | 9,163 |
Subsidiary equity losses | 6,053 | 221,311 | 105,551 |
Deferred income taxes | (187,220) | (232) | 178 |
Other operating activities | 1,819 | (114) | (1,224) |
Net cash provided by (used in) operating activities from continuing operations | (6,278) | (14,035) | (15,154) |
Redemptions of short-term investments | 0 | 0 | 39,323 |
Investments and advances with subsidiaries | 11,552 | (45,097) | 94,716 |
Net cash provided by (used in) investing activities from continuing operations | 11,552 | (45,097) | 134,039 |
Financing activities: | |||
Repurchase of convertible notes | 0 | (2,498) | (159,502) |
Other financing activities | (5,245) | (4,227) | 325 |
Net cash provided by (used in) financing activities from continuing operations | (5,245) | (6,725) | (159,177) |
Increase (decrease) in cash, cash equivalents and restricted cash | 29 | (65,857) | (40,292) |
Cash, cash equivalents and restricted cash at beginning of period | 55,065 | 120,922 | 161,214 |
Cash, cash equivalents and restricted cash at end of period | 55,094 | 55,065 | 120,922 |
Less: current restricted cash | 25 | 0 | 0 |
Less: non-current restricted cash | 0 | 0 | 2,599 |
Cash and cash equivalents at end of period | $ 55,069 | $ 55,065 | $ 118,323 |