Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2013 |
Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
|
2. Summary of Significant Accounting Policies |
|
Principles of Consolidation—The consolidated financial statements include our wholly owned subsidiaries and our affiliate, AC Management LLC (“ACM”). All intercompany transactions and account balances have been eliminated. |
|
We are the managing member of ACM, an affiliate whose units were owned by members of management. ACM was established for the sole purpose of providing an ownership stake in us to members of management, and ACM’s transactions effectively represent a share-based compensation plan (see Note 12, “Share-Based Compensation,” for further information). Since we are the managing member of ACM and thereby control ACM, including controlling which members of management are granted ownership interests, ACM is included in our consolidated financial statements. ACM distributed all of its shares of our common stock to its members in December 2013 in exchange for their units and will be dissolved in 2014. |
|
|
|
Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. |
|
Under agreements with certain of our airline partners to upgrade certain fleets to our new ATG-4 airborne equipment from our existing ATG airborne equipment, on a quarterly basis we reassess the useful lives of the ATG component parts requiring replacement. As a result of our analysis, we shortened the useful lives of these component parts to be consistent with when the aircraft are expected to be upgraded under this retrofit program. The change in estimated useful lives related to this specific retrofit program resulted in a $4.6 million increase in the accelerated depreciation recorded in the year ended December 31, 2013, which increased net loss per basic and fully diluted share by $0.10 for that period. We expect to incur an additional $1.4 million of accelerated depreciation through the first quarter of 2016. The weighted average useful life of our ATG component parts scheduled to be upgraded under this retrofit program before and after the reassessment was seven years and 4.1 years, respectively. The useful lives of ATG component parts not scheduled to be upgraded as part of this retrofit program remained at seven years. |
|
In October 2013, we announced that we are moving our headquarters and CA business from Itasca, IL to Chicago, IL in May 2015. As a result we shortened the estimated useful lives of the leasehold improvements, office equipment, furniture, and fixtures related to our existing corporate office. The change in the estimated useful lives related to the move resulted in a $0.1 million increase in accelerated depreciation in the year ended December 31, 2013. We expect to incur an additional $1.5 million of accelerated depreciation through May 2015. The weighted average useful life of the leasehold improvements, office equipment, furniture, and fixtures associated with the move before and after the reassessment was nine years and five years, respectively. |
|
Reclassifications—In order to conform to the current year presentation, certain amounts in our 2012 consolidated balance sheet and for the 2012 and 2011 consolidated statements of cash flows have been reclassified. Specifically, restricted cash of $214 has been combined into prepaid expenses and other current assets, and deferred rent of $4,020 and asset retirement obligations of $2,637 have been combined into other non-current liabilities, in our consolidated balance sheet. Specifically, other non-current assets of ($256) and ($60) and other non-current liabilities of $758 and $190 for the years ended December 31, 2012 and 2011, respectively, have been combined into other non-current assets and liabilities in our consolidated statements of cash flows. Additionally, deferred rent of $24 and $144 for the years ended December 31, 2012 and 2011, respectively, have been combined into accrued liabilities, and non-current deferred rent of $515 and ($368) for the years ended December 31, 2012 and 2011, respectively, have been combined into other non-current assets and liabilities in our consolidated statements of cash flows. |
|
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 expansion, strategic alliances, capacity constraints, managing rapid growth and expansion, relationships with suppliers and distributors, financing arrangement terms that may restrict operations, regulatory issues, competition, the economy, technology trends, and evolving industry standards. |
|
Cash and Cash Equivalents—We consider short-term, highly liquid investments that are readily convertible to known amounts of cash, and so near their maturities that there is insignificant risk of changes in value due to any changes in market interest rates, and that have maturities of three months or less when purchased, to be cash equivalents. 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. |
|
Certain cash amounts are restricted as to use and are classified outside of cash and cash equivalents. See Note 9, “Long-term Debt and Other Liabilities,” for further details. |
|
Concentrations of Credit Risk—Financial instruments that potentially subject us to a concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. All cash and cash equivalents are invested in creditworthy financial institutions. We perform ongoing credit evaluations and generally do not require collateral to support receivables. |
|
See Note 11, “Business Segments and Major Customers,” for further details. |
|
Income Tax—We use an asset- and liability-based approach in accounting for income taxes. Deferred income tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities, applying enacted statutory tax rates in effect for the year in which the tax differences are expected to reverse. Valuation allowances are provided against deferred tax assets, which are not likely to be realized. On a regular basis, management evaluates the recoverability of deferred tax assets and the need for a valuation allowance. 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 14, “Income Tax,” for further details. |
|
Inventories—Inventories consist primarily of telecommunications systems and parts, and are recorded at the lower of cost (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, “Composition of Certain Balance Sheet Accounts,” 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 includes materials, transmission and related equipment, and 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. Airborne equipment consists of routers, radomes, antennas and related equipment, and accessories installed or to be installed on aircraft. Depreciation expense totaled $46.3 million, $29.5 million and $22.6 million for the years ended December 31, 2013, 2012, and 2011, respectively. 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, and fixtures | | | 3-7 year | |
Leasehold improvements | | | 3-13 years | |
Airborne equipment | | | 7 years | |
Network equipment | | | 5-25 years | |
|
See Note 6, “Composition of Certain Balance Sheet Accounts,” for further details. |
|
Improvements to leased property are amortized over the shorter of the useful life of the improvement or the term of the related lease. Repairs and maintenance costs are expensed as incurred. |
|
|
|
Goodwill and Other Intangible Assets—Goodwill and other 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. We perform our annual impairment tests of goodwill and our indefinite-lived intangible assets during the fourth quarter of each fiscal year. We assess the fair value of our FCC licenses using the Greenfield method, an income-based approach. Under the income approach, the fair value of the intangible asset is based on the present value of estimated future cash flows. |
|
In performing our annual review of goodwill and indefinite-lived intangible asset balances for impairment, we estimate the fair value based primarily on projected future operating results, discounted cash flows, and other assumptions. Projected future operating results and cash flows used for valuation purposes may reflect considerable improvements relative to historical periods with respect to, among other things, revenue growth and operating margins. 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 goodwill and indefinite-lived intangible asset impairment assessments for 2013, 2012, and 2011 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 | |
Patents | | | 4-12 years | |
Trademark/trade name | | | 5 years | |
Aircell Axxess technology | | | 8 years | |
OEM and dealer relationships | | | 10 years | |
Service customer relationships | | | 5-7 years | |
|
See Note 8, “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. |
|
Arrangements with Commercial Airlines—Pursuant to connectivity agreements with our airline partners, we place our equipment on commercial aircraft operated by the airlines for the purpose of delivering the Gogo® service to passengers on the aircraft. Depending on the agreement, we may be responsible for the costs of installing and deinstalling the equipment. Under one type of connectivity agreement we maintain legal title to our equipment; however, under a second, more prevalent type of connectivity agreement our airline partners make an upfront payment and take legal title to such equipment. The majority of the equipment transactions where legal title transfers are not deemed to be sales transactions for accounting purposes because the risks and rewards of ownership are not fully transferred due to our continuing involvement with the equipment, the length of the term of our agreements with the airlines and restrictions in the agreements regarding the airlines’ use of the equipment. We account for these equipment transactions as operating leases of space for our equipment on the aircraft. The assets are recorded as Airborne Equipment on our balance sheets, as noted in the Property and Equipment and Depreciation section above. Any upfront equipment payments are accounted for as lease incentives and recorded as deferred airborne lease incentives on our balance sheets and are recognized as a reduction of the cost of service revenue on a straight-line basis over the term of the agreement with the airline. |
|
|
|
Our contracts with each commercial airline also require us to pay the airline a percentage of the service revenues generated from transactions with the airline’s passengers. Such payments are essentially contingent rental payments and are recorded at the same time as the related passenger service revenue and classified as cost of service revenue in the consolidated statements of operations. Certain airlines are also entitled under their contracts to reimbursement by us for certain costs, which are deemed additional rental payments and classified as cost of service revenue in our consolidated statements of operations. |
|
See Note 15, “Leases,” for further details. |
|
Revenue Recognition—Service revenue for CA-NA generally consists of point-of-sale transactions with airline passengers, which are recognized as the services are provided and billed to customers, typically by credit or debit card. The card processors charge a transaction fee for each card transaction, and such transaction processor payments are classified as cost of service revenue in the consolidated statements of operations and recorded at the same time as the related passenger service revenue. |
|
CA-NA’s product offerings also include an annual subscription product, multiple access packages (“multi-packs”) and an unlimited monthly access option. Under the multi-packs, revenue is deferred and recognized each time the customer accesses the network. Upon expiration, any amounts that are not used are recognized as revenue. Under the annual subscription product, revenue is recognized evenly throughout the year, regardless of how many times the customer accesses the network. Under the unlimited monthly access option, revenue is recognized evenly throughout the month starting on the date of purchase, regardless of how many times the customer accesses the network. All deferred revenue amounts related to the annual subscription, multi-packs and unlimited monthly access options are classified as a current liability in our consolidated balance sheets. |
|
CA-NA also derives service revenue under arrangements with various third parties who sponsor free or discounted access to Gogo® service. The sponsorship arrangements vary with respect to duration and the airlines included. For sponsorship arrangements that occur across more than a single calendar month, revenue is deferred and recognized evenly throughout the sponsorship term. Due to the short-term nature of these arrangements, all deferred amounts related to our sponsorships are classified as current liabilities in our consolidated balance sheets. Other sources of CA-NA revenue include fees paid by third parties to advertise on or to enable ecommerce transactions through our airborne portal. For advertising or ecommerce arrangements that occur across more than a single calendar month, revenue is deferred and recognized evenly throughout the term of the arrangement. |
|
We recognize revenue for equipment sales when the following conditions have been satisfied: the equipment has been shipped to the customer, title and risk of loss have transferred to the customer, we have no future obligations for installation or maintenance service, the price is fixed or determinable, and collectability is reasonably assured. |
|
Service revenue for BA generally consists of monthly recurring and usage fees, which are recognized monthly as the services are provided and billed to customers. |
|
Our BA segment has multi-element arrangements that include both equipment and service revenue. Revenue is allocated to each element based on the relative fair value of each element. Each element’s allocated revenue is recognized when the revenue recognition criteria for that element have been met. Fair value is generally based on the price charged when each element is sold separately, or vendor-specific objective evidence (“VSOE”). We use VSOE to determine the fair value of the elements pertaining to this arrangement. |
|
Our CA-ROW business is in the start-up phase as we initiated our international expansion efforts in the first quarter of 2012 and, as of December 31, 2013, this segment has generated minimal revenues. |
|
|
|
Research and Development Costs—Expenditures for research and development are charged to expense as incurred and totaled $29.8 million, $23.6 million and $16.9 million for the years ended December 31, 2013, 2012, and 2011, respectively. Research and development costs are reported as a component of engineering, design and development expenses in our consolidated statements of operations. |
|
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 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. Capitalized software costs are amortized on a product-by-product basis, 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 over the remaining estimated economic life of the product. |
|
Warranty—Our BA segment provides 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 6, “Composition of Certain Balance Sheet Accounts,” 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 lease and to remove equipment from aircraft when the service contracts terminate. The asset retirement obligations are classified as a noncurrent liability in our consolidated balance sheets. |
|
See Note 6, “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. Our derivative liabilities are the only financial assets and liabilities that are measured at fair value in our consolidated balance sheets. |
|
See Note 4, “Fair Value of Financial Assets and Liabilities,” for further information. |
|
Derivatives—Prior to the IPO, our Class A Preferred Stock and Junior Convertible Preferred Stock (“Junior Preferred Stock”) contained features that were considered embedded derivatives and were required to be bifurcated from the preferred stock and accounted for separately. These embedded derivatives were recognized in our consolidated balance sheets at fair value and the changes in fair values were recognized as noncash activity in earnings each period. |
|
See Note 3, “Common Stock and Preferred Stock,” and Note 4, “Fair Value of Financial Assets and Liabilities,” for further information. |
|
|
|
Preferred Stock—Prior to the IPO, we elected to accrete changes in the redemption value of our preferred stock over the period from the date of issuance to the earliest redemption date using the effective interest method. |
|
See Note 3, “Common Stock and Preferred Stock,” for further information. |
|
Earnings Per Share—We calculate basic and diluted net loss per share using the weighted-average number of common shares outstanding during the period. |
|
See Note 5, “Net Income (Loss) Per Share” for further information. |
|
Share-Based Compensation—Compensation cost is measured and recognized at fair value for all share-based payments, including stock options. For 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. Restricted stock units (“RSUs”) are measured based on the fair market value of the underlying stock on the date of grant. Our share-based compensation expense is recognized net of estimated forfeitures on a straight-line basis over the applicable vesting period, and is included in general and administrative expenses in our consolidated statements of operations. For 2013, 2012, and 2011, we estimated a forfeiture rate when computing share-based compensation expense. We reassess our estimated forfeiture rate periodically based on new facts and circumstances. |
|
See Note 12, “Share-Based Compensation,” for further discussion. |
|
Additional Paid-in Capital—For our internal recordkeeping, we categorized our additional paid-in capital account into two categories: additional paid-in capital related to equity share issuances and additional paid-in capital related to share-based compensation. Preferred stock return and accretion of preferred stock were historically recorded as reductions to additional paid-in capital related to equity share issuances. In 2012, due to the level of preferred stock return and accretion of preferred stock recognized, the balance of our additional paid-in capital related to equity share issuances was reduced to zero. Accordingly, during 2013 and 2012 we recorded preferred stock return and accretion of preferred stock as increases to our accumulated deficit. See our consolidated statements of stockholders’ equity (deficit) for further information. |
|
Leases—In addition to our arrangements with commercial airlines which we account for as leases as noted above, we also lease certain facilities, equipment, cell tower space, and base station capacity. We review each lease agreement to determine if it qualifies as an operating or capital lease. |
|
For leases that contain predetermined fixed escalations of the minimum rent, we recognize the related rent expense on a straight-line basis over the term of the lease. We record any difference between the straight-line rent amounts and amounts payable under the lease as deferred rent, in either accrued liabilities or as a separate line within noncurrent liabilities, as appropriate, in our consolidated balance sheets. |
|
For leases that qualify as a capital lease, we record a capital lease asset and a capital lease obligation at the beginning of lease term at an amount equal to the present value of minimum lease payments during the term of the lease, excluding that portion of the payments that represent executory costs. The capital lease asset is depreciated on a straight-line method over the shorter of its estimated useful life or lease term. |
|
See Note 15, “Leases,” for further information. |
|
Advertising Costs—Costs for advertising are expensed as incurred. |
|
Debt Issuance Costs—We deferred loan origination fees and financing costs related to the Senior Term Facility (as defined in Note 9, “Long-Term Debt and Other Liabilities”), all of which have been accounted for as deferred financing costs. Additionally, we deferred fees paid directly to the lenders related to the New Borrowing (as defined in Note 9, “Long-Term Debt and Other Liabilities”) as deferred financing costs. The fees incurred but not paid directly to the lenders in connection with the New Borrowing were expensed to interest expense. We amortize these costs over the term of the Amended Senior Term Facility (as defined in Note 9, “Long-Term Debt and Other Liabilities”) using the effective interest method, and include them in interest expense in the consolidated statement of operations. |
|
See Note 9, “Long-Term Debt and Other Liabilities” for further information. |
|
Comprehensive Income (Loss)—Comprehensive loss for the years ended December 31, 2013, 2012 and 2011 is net loss plus unrealized losses on foreign currency translation adjustments. |
|
Recently Issued Accounting Pronouncements—In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-02, FASB Finalizes New Disclosure Requirements for Reclassification Adjustments Out of AOCI (“ASU 2013-02”). This pronouncement adds new disclosure requirements for items reclassified out of accumulated other comprehensive income (“AOCI”). ASU 2013-02 is intended to help entities improve the transparency of changes in other comprehensive income (“OCI”) and items reclassified out of AOCI in their financial statements. It does not amend any existing requirements for reporting net income or OCI in the financial statements. This guidance, which we adopted effective January 1, 2013, did not have a material impact on our financial position, results of operations or cash flows. |
|
In July 2013, the FASB issued ASU 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Exists (“ASU 2013-11”). This pronouncement provides guidance on financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. ASU 2013-11 is intended to eliminate the diversity in practice in presenting such items. We will adopt this guidance as of January 1, 2014. Adoption of this guidance is not expected to have a material impact on our financial position, results of operations or cash flows. |