UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One):
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☑ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
| For the quarterly period ended September 30, 2021 |
OR
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☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
| For the transition period from __________ to __________ |
Commission File Number: 001-35975
Gogo Inc.
(Exact name of registrant as specified in its charter)
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Delaware | | 27-1650905 |
(State or other jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification No.) |
111 North Canal St., Suite 1400
Chicago, IL 60606
(Address of principal executive offices)
Telephone Number (303) 301-3271
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of Class | | Trading Symbol | | Name of Each Exchange on Which Registered |
Common stock, par value $0.0001 per share | | GOGO | | NASDAQ Global Select Market |
Preferred Stock Purchase Rights | | GOGO | | NASDAQ Global Select Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☑ No☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☑ No☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer | | ☐ | | Accelerated filer | | ☑ |
Non-accelerated filer | | ☐ | | Smaller reporting company | | ☐ |
| | | | Emerging growth company | | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☑
As of October 29, 2021, 109,953,885 shares of $0.0001 par value common stock were outstanding.
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Explanatory Note
Gogo Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to amend its Quarterly Report on Form 10-Q for the period ended September 30, 2021 (the “Form 10-Q”), originally filed with the Securities and Exchange Commission on November 4, 2021.
The purpose of this Amendment is to amend a statement in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (the “MD&A”) of the Form 10-Q. In the MD&A, the Company incorrectly stated that “effective November 2021, the applicable margin on the floating interest rate for the Term Loan Facility will decrease 0.5% as a result of a reduction in GIH’s senior secured first lien net leverage ratio.” The Company amends such disclosure to state that “effective November 8, 2021, the applicable annual commitment fee on the unused amount of the Revolving Facility will decrease 0.25% as a result of a reduction in GIH’s senior secured first lien net leverage ratio, which is expected to result in approximately $0.25 million in annual savings.”
No revisions are being made to the Company’s financial statements. This Amendment speaks as of the original filing date, does not reflect events occurring after the filing of the Form 10-Q, or modify or update those disclosures that may be affected by subsequent events, and no other changes are being made to any other disclosure contained in the Form 10-Q.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) of the Exchange Act. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment.
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ITEM 6. Exhibits
* Previously furnished with our Quarterly Report on Form 10-Q for the period ended September 30, 2021, filed on November 4, 2021.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | Gogo Inc. |
Date: November 15, 2021 | | |
| | /s/ Oakleigh Thorne |
| | Oakleigh Thorne |
| | President and Chief Executive Officer |
| | (Principal Executive Officer) |
|
| | /s/ Barry Rowan |
| | Barry Rowan |
| | Executive Vice President and Chief Financial Officer |
| | (Principal Financial Officer) |
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