8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 14, 2013

GOGO INC.

(Exact name of registrant as specified in its charter)

Delaware	001-35975	27-1650905
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1250 North Arlington Rd. Itasca, IL		60143
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

630-647-1400

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 REGULATION FD DISCLOSURE.

Representatives of Gogo Inc. (the “Company”) will use the attached presentation in various meetings with investors from time to time. A copy of the investor presentation is attached hereto as Exhibit 99.1.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit No.	Description
99.1	Investor Presentation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GOGO INC.
By:	/s/ Norman Smagley
	Norman Smagley
	Executive Vice President and Chief Financial Officer

Date: August 14, 2013

EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K

Dated August 14, 2013

99.1 Investor Slides

EX-99.1

Investor Presentation

August 2013

Exhibit 99.1

DISCLAIMER

Safe Harbor Statement

This presentation contains “forward-looking statements” that are based on management’s beliefs and assumptions and on information currently available to management. Most forward-looking statements contain words that identify them as forward-looking, such as “anticipates,” “believes,” “continues,” “could,” “seeks,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions and the negatives of those terms that relate to future events. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Gogo’s actual results, performance or achievements to be materially different from any projected results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements represent the beliefs and assumptions of Gogo only as of the date of this presentation and Gogo undertakes no obligation to update or revise publicly any such forward-looking statements, whether as a result of new information, future events or otherwise. As such, Gogo’s future results may vary from any expectations or goals expressed in, or implied by, the forward-looking statements included in this presentation, possibly to a material degree.

Gogo cannot assure you that the assumptions made in preparing any of the forward-looking statements will prove accurate or that any long-term financial or operational goals and targets will be realized. In particular, the availability and performance of certain technology solutions yet to be implemented by the Company set forth in this presentation represent aspirational long-term goals based on current expectations. For a discussion of some of the important factors that could cause Gogo’s results to differ materially from those expressed in, or implied by, the forward-looking statements included in this presentation, investors should refer to the disclosure contained under the heading “Risk Factors” and “Special Note Regarding Forward-Looking Statements” in the Company’s prospectus relating to its initial public offering of common stock as filed with the SEC on June 24 2013 and the Company’s Quarterly Report on Form 10-Q as filed with the SEC on August 7, 2013.

Note to Certain Operating and Financial Data

In addition to disclosing financial results that are determined in accordance with U.S. generally accepted accounting principles (“GAAP”), Gogo also discloses in this presentation certain non-GAAP financial information, including Adjusted EBITDA and Cash CapEx. These financial measures are not recognized measures under GAAP and are not intended to be, and should not be considered, in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. In addition, this presentation contains various customer metrics and operating data, including numbers of aircraft or units online, that are based on internal company data, as well as information relating to the commercial and business aviation markets, and our position within those markets. While management believes such information and data are reliable, they have not been verified by an independent source and there are inherent challenges and limitations involved in compiling data across various geographies and from various sources.

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BUSINESS OVERVIEW

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WHY INVEST IN GOGO

LARGE GROWTH OPPORTUNITY

ATTRACTIVE ECONOMICS

EXPERIENCE & SCALE

PIONEER AND LEADER

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GOGO TRANSFORMED THE FLYING EXPERIENCE FOREVER

2006-2008

2009-2013

BEFORE GOGO

40+ Million Sessions

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•

~2,000 aircraft online

•

> 7,000 daily flights

•

~81% market share

•

2 international carriers

aircraft awards received

•

Global sales

organization established

•

Satellite and terminals

contracts secured

COMMERCIAL AVIATION

NORTH AMERICA

BUSINESS AVIATION

GLOBAL

•

~ 6,800 systems

operating

•

63% market share in

Narrowband

(1)

•

93% market share in

Broadband

(2)

GOGO LEADERSHIP SPANS ALL MARKET SEGMENTS

(1) Business Aviation Iridium market share, based on management estimates.

(2) Business Aviation ATG market share, based on management estimates.

COMMERCIAL AVIATION

REST OF WORLD

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OUR VERSATILE, PROPRIETARY PLATFORM

Gogo Vision

Gogo Signature

Services

Operations-Oriented

Communication

Services

Gogo Connectivity

& Gogo Biz

AIRCRAFT

OPERATORS

TRAVELERS,

AIRLINES & MEDIA

PARTNERS

TRAVELERS

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WE PRIDE OURSELVES ON ENDURING PARTNERSHIPS

INTERNATIONAL

NORTH AMERICA

Doug Parker, Chairman and

CEO, US Airways Group, Inc.

Subsidiary of

“We have a lot of anecdotal

evidence, including ourselves,

of people switching airlines because

of whether or not there’s Wi-Fi on

the airplane.”

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WE PRIDE OURSELVES ON ENDURING PARTNERSHIPS

WE PRIDE OURSELVES ON ENDURING PARTNERSHIPS

ORIGINAL EQUIPMENT MANUFACTURERS

FRACTIONAL JET OPERATORS

Alex Wilcox, CEO, JetSuite

“We know people will

pay more for Wi-Fi

equipped airplanes.”

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MORE PLANES, MORE SESSIONS, MORE CA REVENUE

692

1,811

2009

2012

AIRCRAFT ONLINE

REVENUE ($MM)

38%

CAGR

132%

CAGR

*Mid point of 2013 guidance

2

13

2009

2012

SESSIONS (MM)

91%

CAGR

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HIGH-GROWTH, HIGH-MARGIN SERVICE REVENUE ANNUITY IN BA

49

1,455

2009

2012

139

687

2009

2012

ATG AIRCRAFT ONLINE

ATG UNITS SHIPPED

210%

CAGR

70%

CAGR

REVENUE ($MM)

*Mid point of 2013 guidance

56%

CAGR

2009

2012

2013*

$26

$98

$118

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ATTACKING A LARGE AND EXPANDING GLOBAL OPPORTUNITY

Sources:

(1)

Derived from Boeing Current Market Outlook 2011 –

2031, excludes: cargo aircraft, RJs < than 50 seats. Wide-body aircraft is included as part of Rest of World market;

(2)

JetNet iQ Report Q4 2012, excludes turboprop aircraft.

North America

Rest of World

12,000

16,000

7,000

11,000

19,000

27,000

2012

2022F

4,000

6,000

13,000

30,000

17,000

36,000

2011

2031F

2.1x

1.4x

COMMERCIAL AIRCRAFT

(1)

BUSINESS AIRCRAFT

(2)

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OUR 5X5 STRATEGY

Today

Tomorrow

INCREASE

AIRCRAFT

INCREASE

REVENUE PER

AIRCRAFT

Long-term goal

North America

Global

Business Passengers

All Passengers

Media Partners

Aircraft Operators

In-Flight Connectivity

In-Flight Connectivity

Gogo Vision

Gogo Text Messaging

Gogo Signature Services

Gogo Operations-Oriented

Communications Services

5x

5x

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GOGO IS THE ONLY MULTI-TECHNOLOGY PLATFORM

9.8 Mbps

3.1 Mbps

Peak

Data Rates

2006-2011

2012

2013

2014

2015

2016

2017

Next Generation

Technology

40 Mbps to

50 Mbps

ATG

EvDO

Rev A

ATG-4

EvDO

Rev B

Ku-Band

Hybrid

Solutions

Global Xpress

Ka-Band

GOGO TODAY

GOGO TODAY

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HOW WE WIN INTERNATIONALLY

MULTIPLE TECHNOLOGY SOLUTIONS

TURNKEY SERVICE MODEL

SCALE

TRACK RECORD OF SUCCESS

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FINANCIAL REVIEW

SURGING REVENUE DRIVES PROFITABILITY

\REVENUE ($MM)

$310

85% CAGR

$234

$37

2009 2010 2011 2012 2013*

*Mid point of 2013 guidance

ADJUSTED EBITDA ($MM)

$23 $22

$14 $15

$9 $7

($1)

International Investment (CA-ROW Segment

($45) Loss)

($89)

2009 2010 2011 2012 1H13

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CA-NA AND BA SEGMENT PROFIT ($MM)

CA-NA AND BA REVENUE ($MM)

+55%

Service Revenue

STRONG GROWTH IN NORTH AMERICA BUSINESS

SECOND QUARTER

$57

$79

+82%

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HISTORICAL DATA ILLUSTRATES CA’s MOMENTUM

692

1,056

1,345

1,811

2009

2010

2011

2012

$0.15

$0.32

$0.43

$0.53

2009

2010

2011

2012

$11

$49

$86

$134

2009

2010

2011

2012

132% CAGR

REVENUE ($MM)

38%

CAGR

AIRCRAFT ONLINE

60

153

192

250

2009

2010

2011

2012

Sessions

(MM):

1.9

7.2

9.0

13.3

61% CAGR

52%

CAGR

GPO (MM)

ARPP ($)

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STRONG GROWTH IN REVENUE PER AIRCRAFT($ ‘000)

+3.4x

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BUSINESS AVIATION IS A VALUABLE ASSET

$3

$12

$25

$36

2009

2010

2011

2012

ATG AIRCRAFT ONLINE

SEGMENT PROFIT EXPANDS ($MM)

129% CAGR

24%

22%

28%

35%

2009

2010

2011

2012

% OF RECURRING SERVICE

REVENUE GROWS

(1)

(1) Recurring revenue defined as BA Service Revenue.

SERVICE REVENUE ($MM)

76% CAGR

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ENGINEERING, DESIGN AND

DEVELOPMENT ($MM)

GENERAL & ADMINISTRATIVE

($MM)

AS % OF REVENUE

AS % OF REVENUE

INVESTING FOR A DECADE+ OF GROWTH

REVENUE ($MM)

$37

$95

$160

$234

2009

2010

2011

2012

85% CAGR

EVOLVING CAPEX MODEL

CAPITAL EXPENDITURES ($MM)

$77 $77 $79 $58

$40 $43

$30 $31

2009 2010 2011 2012

Gross CapEx Cash CapEx

N E T W O R K

I N S T A L L

TRANSITION

GOGO BUILDS

GOGO RENTS

GOGO PAYS

AIRLINE PAYS

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WHY INVEST IN GOGO

LARGE GROWTH OPPORTUNITY

ATTRACTIVE ECONOMICS

EXPERIENCE & SCALE

PIONEER AND LEADER

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APPENDIX

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RECONCILIATION OF ADJUSTED EBITDA ($MM)

2009

2010

2011

2012

Q1 2013

Q2 2013

1H2013

Net Income

(142)

(140)

(18)

(96)

(32)

(73)

(105)

Interest Income

(0)

(0)

(0)

(0)

(0)

(0)

(0)

Interest Expense

30

–

1

9 

4

10

14

Income Tax Provision

–

3 

1 

1 

1

1

1

Depreciation & Amortization

22

31 

33 

37 

14

14

28

EBITDA

(91)

(106)

16

(49)

(14)

(48)

(63)

Fair Value Derivative Adjustments

–

33

(59) 

(10) 

–

36

36

Class

A and Class B Senior Convertible

Preferred Stock Return

–

18 

31 

52

15

14

29

Accretion of Preferred Stock

–

9 

10 

10 

3

3

5

Stock-based Compensation Expense

1

2

2

4

1

1

2

Loss on Extinguishment of Debt

2

–

–

–

–

–

–

Write Off of Deferred Equity Financing Costs

–

–

–

5

–

–

–

Amortization of Deferred Airborne Lease

Incentives

–

(1)

(2)

(4)

(2)

(2)

(3)

Adjusted EBITDA

(89)

(45)

(1)

9 

3

4

7

Minor differences exist due to rounding.

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RECONCILIATION OF CASH CAPEX ($MM)

2009

2010

2011

2012

Q1 2013

Q2 2013

1H 2013

Purchases of Property and

Equipment

(69)

(33)

(33)

(67)

(29)

(29)

(59)

Acquisition of Intangible Assets

(Capitalized Software)

(8)

(7)

(10)

(12)

(4)

(3)

(7)

Gross CapEx

(77)

(40)

(43)

(79)

(33)

(33)

(66)

Change in Deferred Airborne

Lease Incentives

–

9

11

18

5

2

7

Amortization of Deferred

Airborne Lease Incentives

–

1

1

4

2

2

3

Cash CapEx

(77)

(30)

(31)

(58)

(27)

(29)

(56)

Minor differences exist due to rounding.