Good day, ladies and gentlemen and welcome to the Q4 2016 Gogo Inc. Earnings Conference Call. [Operator Instructions] As a reminder, today’s conference call is being recorded. I would now like to turn the conference over to Ms. Alva, Vice President of Investor Relations and Treasurer. Please go ahead.

Good morning, everyone. Welcome to Gogo’s fourth quarter 2016 earnings conference call. Joining me today to talk about our results are Michael Small, President and CEO; John Wade, Executive Vice President and COO; and Norman Smagley, Executive Vice President and CFO. Before we get started, I would like to take this opportunity to remind you that during the course of this call, we may make forward-looking statements regarding future events and the future financial performance of the company. We caution you to consider the risk factors that could cause actual results to differ materially from those in the forward-looking statements on this conference call. These risk factors are described in our earnings press release and are more fully detailed under the caption Risk Factors and our Annual Report on Form 10-K and our other documents filed with the SEC. In addition, please note that the date of this conference call is February 27, 2017. Any forward-looking statements that we make today are based on assumptions as of this date. We undertake no obligation to update these statements as a result of new information or future events. During this call, we will present both GAAP and non-GAAP financial measures. We include an adjustment and reconciliations to other non-GAAP measures to the most comparable GAAP measure in our fourth quarter earnings release. This call is being broadcast on the Internet and is available on the Investor Relations website on Gogo’s website at ir.gogoair.com. The earnings press release is also available on our website. After management’s remarks, we will host a Q&A session. And now I would like to turn this call over to Michael.

Thanks, Vavara. Good morning, everyone. We had an outstanding quarter and another strong year. We reported record revenue of $160 million and adjusted EBITDA of $23 million for the quarter. For the year, we exceeded guidance with revenue of $597 million and adjusted EBITDA of $67 million. We now expect levered free cash flow to go positive in 2019, a year earlier than our prior guidance due to an acceleration in 2Ku installs. 2Ku has taken flight and creates a critical inflection point. The week before last, we took 2Ku’s performance to the next level by demonstrating speeds in excess of 100 megabits per second on our test plane with our next-gen modem and a high throughput satellite. Our rapid installation of 2Ku means we are moving from a period of significant bandwidth constraints to an era of much greater bandwidth abundance. More bandwidth is the key to better experiences for our airline partners and their passengers and more flexibility in pricing our products and services. The multi-payer trend, where a mix of passengers, airlines and third-parties pay for our offerings, is already reducing the percentage of our revenue that comes from passengers in commercial aviation, down 8 percentage points in Q4 from a year ago. Today, most airline partners and certain third-party sponsors offer some of our services at no cost to passengers. For example, Alaska now offers free access to messaging services like WhatsApp and Facebook Messenger, Ciao [ph] now offers free WiFi on every flight and T-Mo has added additional levels of free in-flight WiFi. Additionally, Delta and American are offering Gogo Vision free to all passengers, as are many of our other airline partners. Our airline partners also are buying bandwidth for their own consumption. More than 50,000 flight attendants are now carrying tablets and pilots…

Thank you, Michael. Good morning everyone. 2Ku is now installed in over 130 aircraft and we have two dozen installation lines operating at locations around the world. This year, we plan to significantly increase the number of production lines globally with a goal of building capacity to complete more than 750 2Ku installs each year. In peak months, starting this fall, we would install 100 aircraft or more each month. Last year, we reduced our install times down to about three days, which is both ahead of schedule and the best time in the industry. We now expect to add between 450 and 550 2Ku aircraft in 2017, which is up from earlier projections of 350 to 450. In 2018, we expect to add between 650 and 750 2Ku aircraft, up 100 from prior guidance. This includes approximately 152K installations in the rest of the world in 2017 and 300K in 2018. The increased installation pace will help us work through most of our current 2Ku backlog by the end of 2018. In addition to increasing install capability, last year, our supply chain reduced 2Ku system cost by 15%. As we scale 2Ku production in our global operations, we expect to further reduce the cost per 2Ku install. Now turning to our OEM programs, today, all of our CA installs come from our aftermarket programs. We ended 2016 with 2Ku STCs for airframes that represents 35% of the world’s addressable fleet. By the end of 2017, we will have 2Ku STCs for airframes that represents 80% of the world’s addressable fleet and for all leading aircraft types. And we are highly focused on the OEM channel as well. Getting our equipment installed by OEMs is critical to fully embedding our 2Ku technology in the aviation ecosystem and opening up new opportunities for aircraft awards. About 2,000 new aircraft delivered annually by the major OEMs, which represents significant opportunity for us. We have already made strong progress in our 2Ku OEM programs, particularly with Boeing, Airbus and Bombardier. Today, 200 of our existing 1,500 2Ku aircraft awards will be installed by OEMs. By the end of this year, we will have both Boeing B787 and Airbus A350 aircraft installed by the OEM. Now let me switch to discussing our ATG operations. With more than 2,600 commercial aircraft and 4,000 of business aircraft flying our ground network in the U.S. and Canada, our ATG network remains a key component of our business. During 2016, we installed or upgraded approximately 1,100 commercial aircraft and 700 business aircraft. In business aviation, our Gogo Biz 4G program continues to track the plan with certification expected late Q1 and delivery starting in early Q2 this year. With that, I will turn it over to Norm to walk you through our numbers.

Thank you, John and good morning everyone. We ended the year with a very strong fourth quarter. Total revenue was up 16% to $160 million. Service revenue grew 20% to a record $139 million. Adjusted EBITDA nearly tripled from the prior year to over $23 million, representing a 14% margin. Turning to segment results, CA North America total revenue exceeded $100 million for the first time. Service revenue increased 15% to $95 million, driven largely by an increase in aircraft online to nearly 2,700. For the quarter, ARPU grew 2% to 141,000. ARPU grew 8% year-over-year, adjusting for the dilution from additional RJs and aircraft aided by new airline partners. We expect to see improved ARPU growth in 2017, driven by a significant increase in available bandwidth and a stable regional jet count. CA North America segment profit tripled to nearly $25 million, representing a 25% margin. This was up 14 percentage points from last year due to increased operating leverage, including hitting fewer development milestones. Excluding the timing of certain non-cash accruals, our segment profit margin would have been approximately 20%. Turning to CA rest of world, total revenue for the quarter was $7.4 million, up 76% from the prior year, driven by growth in ARPA and aircraft online. Aircraft online increased to 267 at year end, up 65 versus the prior year. Our CA rest of world’s 2Ku awarded, but not yet installed aircraft was approximately 560 at year end. For the quarter, we have generated annualized ARPA of 172,000, up 17% from the prior year, driven primarily by higher airline paid and third-party paid users that Michael discussed earlier. Rest of World segment loss for the quarter increased to $25 million from $20 million in the prior year due to higher ED&D expenses related to 2Ku certification…

Thank you. [Operator Instructions] And our first question comes from Jon Hodulik of UBS. Your line is now open.

Hi. It’s Lisa Friedman for Jon. I just wondered if you could give us some more color on the move to the airline directed model, I know that’s something you guys have been talking about for a while. But what gives you confidence that in ‘18 that’s the direction things are going to move?

The confidence is the contracts we have agreed to with the new airlines. So this move is for primarily rest of world airlines that will be coming online in that time period.

And then just to follow-up, I know there has been some transition in management at some of your competitors and I am wondering if you think this gives you an opportunity for some win backs or for some incremental growth that maybe wasn’t possible before?

We think we have a very strong offering in the marketplace, 2Ku and next-gen ATG. We think we have developed global operating capabilities and global supply chain that’s powerful. We think our platform capabilities that offer great ease-of-use flexibility to our airline partners is what allows us to win in the marketplace and puts a lot of pressure on competitors.

Thanks so much.

Thank you. And our next question comes from Ash Birla of Dougherty. Your line is now open.

Yes, thank you guys. Congrats on a great quarter. I had a quick question for Norm, regarding breaking down this CapEx. So 70% to 80% of your aircraft in 2018 are going to move to airline-directed model?

Yes.

So the question is that’s like, let’s call it, roughly 525 aircraft moving in 2018 to airline-directed model, then only 175 will be recognized as CapEx and you dropped CapEx by $100 million. So how much is it moving, that $100 million is moving to cost of goods sold?

So, two things happened in the airline-directed model. The equipment transactions are accounted for as revenue of cost of goods sold, but because of the equipment and the service provision are tied together, it also triggers multi-element accounting. So, the equipment revenue and the cost of goods sold are both recognized over the life of the contract. So it won’t be well recognized in the year of the equipment transaction itself.

So the way you will recognize this is like whatever the dollar amount is you still divide it by 10 and then you will recognize that as cost of goods sold, is that what you are saying now?

Yes, revenue and cost of goods sold.

Okay. And then the next-gen ATG CapEx is already included in the 2017 and 2018 CapEx guidance?

Yes, that’s correct.

Okay, that’s great. Is there – one last question for me, the take rates are pretty strong at 7.3%. Was there like sponsorship or airline free giveaway? Can you guys comment on why take rates are 7.3% versus it has been 6% or lower, somewhere around that?

Yes. We are starting on the path to dramatically higher take rates driven by the availability of more bandwidth. Some of the ways we are capitalizing on the bandwidth availability is Japan Airlines, for example, offers now free WiFi to all their passengers on their domestic fleet. They are very short flights generally around an hour. We have the T-Mo plan going. There is – that’s also contributing to take rate. And of course, we get 771 ATG-4 additions. We did 94 2Ku additions during the year. The bandwidth is starting to show up which will drive take rates.

That demonstrates the power of the multi-payer model for sponsorships on the airline paid connectivity as well behind the bandwidth.

Hey, Norm, just one last one, the $100 million that will go to the cost of goods sold, what will be the cash implications being something like, because the antennas will be installed, but there will be no cash CapEx. So where will that cash flow through?

So regardless of the model, whether it’s airline-directed or turnkey, your underlying economics of the transaction and the cash flow pattern is exactly the same. The only difference is how it’s accounted for.

Okay, great. I will jump back into queue. Thanks.

Yes.

Thank you. And our next question comes from Robert Gutman of Guggenheim Partners. Your line is now open.

Hi, thanks for taking the questions. Good quarter guys. Congratulations. In the BA segment, I see again because of the deferred equipment that segment profit range is elevated. I was just curious how you see this playing out through the year?

So, BA, we have the program where you take the current Gogo Biz solution now and it gets upgraded to Gogo Biz 4G that will happen later this year. And as we make that final upgrade, we will recognize the revenue and the gross margin associated with those sales. In general, our gross margins on BA sales, is about 50%.

For equipment.

Equipment.

Yes, overall EBITDA margin will normalize, we would expect next year.

Next year, okay. So it should stay consistent….

Next year being this year, 2017.

Okay, thank you.

Yes.

Thank you. And our next question comes from Lance Vitanza of Cowen. Your line is now open.

Hi, thanks for taking the questions. I had a couple. I guess, the first just back on the rest of world segment and I appreciate the commentary there about 2017 being the peak year for the negative – for the drag on EBITDA. Is the right way to think about that, I mean, I did some numbers, it looked like ex rest of world consolidated EBITDA would have been close to $50 million in Q4. Is that sort of the number that you guys are working with and is there any way that you could help us think about what the drag will be quantifying that drag on EBITDA for 2017, just trying to get what your guidance suggest the two profitable segments will be totaling up to?

So we have provided that specific guidance. But you are right that it’s approximately $50 million, if you add back rest of the world in the fourth quarter. The guidance we did gave for next year is that they will be approximately $30 million launch costs for the new airlines, such as British Airways and Air France and Air Canada, international fleets coming on. Those launch costs are made up of some cases STCs for retrofit, winds that investment for new aircraft delivered and buying satellite capacity in advance of the launch. So that is the – we try to describe the costs we are carrying next in rest of world.

But that’s not all of that would be incremental though, I presume you would have some of that in a lesser amount most likely, but some of that would have been in place in 2016 for different airlines?

Yes. Yes, so I would answer, there will be some, of course revenue growth in rest of the world and we guided to that. But it just takes a while when you are launching new fleet to get the revenue growing. So some information I think would be helpful is when we looked at the rest of world fleet to-date, we have watched over the last 2.5 years that, that fleets are growing. The ARPA nearly tripled from about 60,000 to 170,000 at the end of this year. And we expect on those established fleets, the Delta and Gol fleet, the continued strong double-digit growth. So when you have a satellite solution that isn’t capacity constrained, we see strong ARPA growth. But it starts at a low number when you launch a new fleet. So that’s the dynamic in the rest of world. You have the launch costs, slow ARPA, but then great ARPA growth after the first year.

That’s really helpful, I appreciate it. On the CapEx and the change to the greater participation of the airline directed business model, a lot of moving pieces on the accounting, but as you said no change to the underlying economics, is it possible for you to walk me through those economics kind of more on a unit basis in other words, how much are you investing, whether it’s per fleet or per plane and what sort of payback you would expect over what period of time?

So we haven’t given very specific guidance there, but I can tell you two things. We have said that based on current ARPA, we get a 2-year to 3-year payback on the success based co-investment. Also we have said that the trend of the success based co-investment per aircraft is declining and as I said in the script, actually 2018 will continue to see significant decline versus 2017.

Great. And last one for me, someone had asked about management changes among some of your peers, I wanted to ask about the changes at Gogo, if you can give me a status update, Norm, you had announced that you will be leaving at some point and any update there?

Well, I will take that question, Norm and I would also like to take the opportunity to thank Norm for 6.5 years and that’s probably normal years by 50. But it’s helping to grow Gogo and put in place a tremendous finance organization and we delivered a solid financial reporting quarter-in, quarter-out for that time. And that’s no easy task when you are growing at our rate going global as we have. The search is actively underway for new CFO. Norm has been incredibly supportive and cooperative during this process and is available to us through the end of the year, so all that’s going very well.

Thanks very much.

Thank you. And our next question comes from Andrew De Gasperi of Macquarie. Your line is now open.

Yes. Good morning. My first question is on business aviation, I believe you flied in your release and also in your prepared remarks about weaker market conditions, could you maybe expand on that. And secondly, could you maybe update us on why you aircraft funnel looks like the rest of the year, particularly like new orders or airline announcements? Thanks.

Okay. We will have John Wade, who has run business aviation for over 8 years, comment on the market conditions.

Sure. What we saw in terms of the performance of the business unit was very much in line with what was the other major OEMs, such as Rockwell Honeywell announced in terms of overall softness. We said it is just a typical sort of economic cyclic response and we expect to see it recover as the rest of the business aviation sector picks up.

I would add fortunately, we are now up to 70% of our revenue from recurring service revenue and equipment is only 30%. So the impact to us of the cyclical nature of that business is minimized greatly since several years ago. As far as the funnel and our business, 2Ku is performing exceptionally well. The airline industry is seeing that, not only are we saying it, but flyers are increasingly saying it and tweets and reporter articles. So we are feeling good about how that’s being received. We mentioned in the script we are emphasizing Asia and the Middle East this year. And as you look out over the next decade or two, that’s where a lot of the planes are going to be. And I am looking forward to adding to Japan airlines in that region. And then to maintain long run growth rates, getting into the OEM channel is critical and we will make significant progress there this year. We expect to deliver with our equipment on it, new 787 and the new A350 this year that will happen. So those are the two things, two areas of focus for us to keep our growth rate in aircraft high.

Great. Thank you.

Thank you. [Operator Instructions] And our next question comes from James Breen of William Blair. Your line is now open.

Thanks for taking my question. Just a couple, one, first, could you just talk about what you potentially see as a financial impact from the American planes that will be rolling off in sort of the timing that you might see around that, how long time period that will take? And then secondly on the free cash flow, you obviously moved up that free cash flow positive by year, what gives you confidence in that and how do you feel about the capital structure now relative to that in terms of the necessity for more capital? Thanks.

Okay. So in the American airlines, it will take a few years for the planes to be de-installed. When we talk in terms of financial impact of the de-installations, those are built into our forecast already. So our going free cash flow positive in 2019 already incorporates the impact of the American airlines de-installations. In terms of why we have confidence in saying 2019 is a free cash flow positive year, I will give you the answer kind of tying to the four parameters we talked about that drive our business model at the Analyst Day. And if you remember those four were plan, success-based co-investment, ARPA and margins. So in terms of planes, with the contracts we have in place, we have effectively locked down installations in plane through 2018 going into 2019. So, that’s pretty certain. There is tax based co-investment per plane also driven by the same factors. That’s pretty well locked down. Next is ARPA, Michael has talked about ARPA tripling on existing aircraft and rest of world continue to grow double-digits this year. So we have a good sense of where our new airlines will come on and grow from there. And lastly, its margins and we have our bandwidth of course very well locked down. We know what our costs are going to be. So you put all those four things together and it gives us a pretty good level of confidence, I am to say that 2019 will be the year for turning cash flow positive.

Great, thanks.

Thank you. And our next question comes from Carter Mansbach of Forte Capital. Your line is now open.

Good morning, gentlemen. Congratulations on a great quarter, great guidance. I have a question again back to marketing. So two parts, clearly, on social media, people are raving about 2Ku. So, I want to know from Gogo’s perspective, will there be any money spent on marketing the new technology? And I think more importantly, on the on-boarding process both in person and online, when let’s say, Delta is getting a new customer to book a flight, will they begin to include an offer for the technology and when you get on the flight be more communicative about it? Do you see them being bragging about it more and putting it more front and center? Thank you.

Alright. 2Ku will sell itself at least out of the blocks. The challenge to grow revenue and increase take rate is getting more bandwidth into the system and yes, we are actively talking with all our airline partners how they will better market our service once the bandwidth is there, but the fundamental issue is bandwidth. I mean, you saw how much take rate went up this quarter and you will see continued increase in take rate. So yes, I don’t – I mean, I agree with you, Carter, we are going to have to spend some more focus on marketing now that we have the bandwidth. But fundamentally, what’s going to make revenue grow is that we are moving to an era of much greater bandwidth abundance.

Thank you very much.

Thank you. And that concludes the question-and-answer session for today. I would like to turn the conference back over to Mr. Small for closing remarks.

Thank you for participating today, everybody. We are very thrilled with the progress of both 2Ku and we didn’t talk about it too much today, but next-gen ATG is right behind that. We have, I think, established the leadership in bringing the most bandwidth to the most planes and the most regions around the world. So, we are thrilled with that and that ultimately is what will continue to drive great financial results from Gogo. Thank you everyone.

Ladies and gentlemen, thank you for participating in today’s conference. This does conclude the program and you may all disconnect. Have a great day, everyone.