Good day, and thank you for standing by. Welcome to the Gogo Third Quarter Earnings Conference Call. At this time, all participants are in a listen-only mode. After the speakers’ presentation, there will be a question-and-answer session. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Will Davis, Vice President of Investor Relations. Please go ahead.

Thank you, Liz, and good morning, everyone. Welcome to Gogo's third quarter 2022 earnings conference call. Joining me today to talk about our results are Oakleigh Thorne, Chairman and CEO; and Barry Rowan, Executive Vice President and CFO. Also listening in on the call is Jessi Betjemann, Senior Vice President of Finance, and Chief Accounting Officer. Jessi will assume the role of Gogo's CFO in early 2023. 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 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 the conference call. Those risk factors are described in our earnings release filed this morning and are more fully detailed under the risk factors in our annual report on Form 10-K and 10-Q and other documents we have filed with the SEC. In addition, please note that the date of this conference call is November 3, 2022. 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 more information or future events. During the call, we'll present both GAAP and non-GAAP financial measures. We've included a reconciliation and explanation of adjustments and other considerations of our non-GAAP measures to the most comparable GAAP measures in our third quarter earnings release. This call is being broadcast on the Internet and available on the Investor Relations website at ir.gogoair.com. The earnings press release is also available on the website. After management comments, we'll host a Q&A session with the financial community only. It is now my great pleasure to turn the call over to Oakleigh.

Thanks Will. Good morning, everyone and thanks for joining us today. In the third quarter, Gogo continued to demonstrate its ability to deliver record performance in a highly dynamic macroeconomic and supply chain constrained environment. Strong demand trends like connectivity combined with Gogo's innovative AVANCE platform and strong operational execution enabled us to deliver a very strong quarter. We believe all those factors will remain intact for the foreseeable future and position us to generate growing recurring revenues and robust cash flow for the next several years. A key to our success is our AVANCE platform, which allows us to deliver equipment form factors designed to serve every size business aircraft, all running in the same software and all capable of being easily upgraded to our future 5G and global broadband products. As a result, we're bullish on our ability to retain our current customers and to capture a large portion of the roughly 30,000 business aircraft around the world that today fly without broadband connectivity. Today, I'll focus my remarks on first, our strong third quarter results and updated guidance. Second, the BA connectivity tailwind is helping to drive our growth. And third, our progress on Gogo's key strategic initiatives, our 5G ATG network and our global broadband or GBB project. So let's start with our Q3 performance. We delivered record third quarter revenue of over $105 million, up nearly 21% over the prior year, fueled by outstanding service and equipment revenue growth. We're very proud of our production operations and supply chain teams for meeting the surge in demand we've seen this year. We shipped a record 388 AVANCE units in Q3 and now expect to ship more than 1,300 total AVANCE units this year, well ahead of our initial guidance of 1,100 and up more than 47% from the 887 we shipped in 2021. And we see this strong demand continuing. Our backlog is very close to an all-time high and we've already received orders for almost 40% of our projected units for next year. The boost in 2022 shipments is allowing us to raise our full year 2022 revenue guidance range from $390 million to $400 million, up to $395 million to $405 million. And the bottom line, Gogo delivered record third quarter adjusted EBITDA of $43.7 million, up 7% year-over-year, driven predominantly by growth in service and equipment revenue. Given the strong performance of our business, we're raising our 2022 adjusted EBITDA guidance from the high end of $150 million to $160 million range to a range of $165 million to $170 million. This new 2022 guidance does reflect some puts and takes including a $5 million reduction in 5G OpEx as a result of the delay in our 5G chipset, the majority of which will ship in 2023, offset for the full year by $6 million in combination of legal fees related to the SmartSky Litigation and GBB spending that were not in our original 2022 guidance. Now let me turn to some of the business aviation tailwinds driving our growth. Demand for BA connectivity remains very strong. Long-term, that demand is driven by a number of factors that are secular and sustained. First, the digital transformation of how we all lead our social lives and do business and the younger profile of today's BA passenger make connectivity table stakes for business aviation passengers. Today's passenger expects an in-flight connectivity experience that is equivalent to their home office or living room, and that is translating to higher data usage for Gogo. Data consumption per hour by Gogo customers continues to grow significantly. It was up 14% over the prior year in Q3, which is consistent with the growth that we've seen for the past six quarters. Consistent usage increases are driving customers to upgrade to Gogo's higher rate plans at a ratio of about two upgrades for every downgrade, which drove ARPU to $3,376 per month, up $112 or 3.4% from the prior year. We also grew aircraft online or AOL significantly over the prior year, up 10% to 6,777 aircraft, of which 3,079 or 45% were on the AVANCE platform, up 36% from the prior year. We're pleased with the growth of our AVANCE installed base because AVANCE allows customers to easily upgrade to new bearers like our Gogo 5G and OneWeb's LEO networks at much lower cost than ripping out our equipment and replacing it with competitive equipment. Increased travel demand is another factor that continues to boost activity across the BA industry. Even in the face of macroeconomic pressure, Gogo flights were up 5% over the prior year in Q3 and 30% over Q3 2019 with corporate flight departments showing the greatest growth. Across our distribution channels, we continue to see strong demand. We were at the NBAA Convention two weeks ago where I talked with a number of our dealers, all of whom said they were as busy as they've ever been. Increased flight hours have driven a faster pace of maintenance events, which in turn gives them more opportunities to install more Gogo systems on more aircraft. This has translated into a bump in 2023 orders versus where we were on 2022 orders at this point last year. However, a bigger change from last year is our confidence in our ability to meet that. From a supply chain perspective, we're in great shape. We've brought lead times down to three months. We've built a sizable buffer stock pool for drop-in orders. We've got a clear line of sight to meet almost all component demand for 2023 and in the very few cases where we see potential constraints, those constraints don't appear until late in the year, giving us plenty of time to remediate. On the OEM side, demand also remains strong. Last week, both Textron and Gulfstream reported solid third quarter results, strong order books, backlogs, and book-to-bill ratios. Further at the NBAA show last month, Honeywell increased its annual tenure business jet forecast to 8,500 new jet deliveries, up 15% from the 2021 forecast for 7,400 deliveries. And finally, the expanded cohort of BA passengers catalyzed by the pandemic appears to be sticky. New research this month shows that 94% of all flyers who started using private aviation since the pandemic plan to continue flying private aviation post-pandemic. Now let me turn to our strategic initiatives which are focused on continuously improving our products and services, creating easy upgrade paths for our customers and expanding our addressable market. Before getting into the initiatives, I think it's worth pausing for a moment to reflect on how far we've come and how far it will go over the next few years in improving connectivity to aircraft. Not long ago, we were delivering kilobytes per second over our legacy ATG network in narrowband satellite products. That's grown to multiple megabytes per second today with AVANCE L5 that will grow to dozens of megabytes per second with Gogo 5G by the end of next year and will grow to 100 of megabytes per second over the next couple of years as we deliver and evolve Gogo global broadband standalone and in combination with ATG. So let me start with 5G. As I'm sure you're all aware, we received some disappointing news immediately before our Q2 earnings call. Our 5G supplier Airspan informed us that there was a flaw in Samsung's fabrication of our 5G chip that locked the chip in test mode. We have just received final commitments from Airspan in their chip supplier that Samsung will need to respend the entire chip. Airspan will now receive the chip in Q2 next year. We will test fly in Q3 and that should put us all on track for commercial launch in Q4. That said, our 5G team has done a tremendous job delivering all non-5G chip related milestones on time and on budget, including installation of 900 tower antennas on the 150 towers across the country and completing all manufacturing capability and certification of the equipment that goes on the aircraft. All we are waiting for is a small 5G chip, which will be a minor amendment to our existing certifications and then we'll be off and running. In fact, we've already started selling, shipping and installing that equipment, which includes the 5G antennas and the harnesses to install our 5G box. This equipment can be installed with our AVANCE L5 box today and run in our 4G network and then easily accommodate the box with the 5G chip in the pre-provisioned and installed harness at a later date. Our dealers are on board with this approach. So far, we've delivered eight chipsets to customers and have more than 60 in backlog. The market remains very excited about our 5G product as it will deliver speeds roughly five to 10 times faster than Gogo's current ATG network, with peak speeds up to 30 times faster, enabling multiple streaming sessions and video conferencing applications to be opened at the same time on the same aircraft and all at a lower cost than competing LEO or GEO satellite solutions. On the commercial side, we are continuing to hear tremendous excitement about our 5G product from jet and fleet owners of all sites. The energy around this launch at NBAA was palpable and we believe the pre-provisioning momentum we've seen so far is indicative of that. Gogo is working closely with each of the BA OEMs on line-fit and with several authorized Gogo dealers to complete STCs that will cover most major makes and models of BA aircraft. Now let me turn to GBB, the latest extension of our growth pipeline. We're making great progress on delivering the first global broadband product to serve all the business aviation market that includes all sizes of aircraft in all corners of the globe. We're partnered with OneWeb to utilize their global LEO network, which is already more than two-thirds launched. We'll be deploying an electronically steerable antenna or ESA in conjunction with our partner Hughes. It is small enough for installation on the fuselage of the full range of business aircraft from super light jets, large sugar props all the way up to large ultra range aircraft. Gogo Global Broadband will allow us to first pursue the 14,000 business aircraft outside North America, a huge increase to our total addressable market. Second, pursue large North American jets that fly global missions and today often use Gogo in the U.S. in GEO satellite solutions outside the U.S. And third, drive enhanced stickiness in our core North American medium sized and smaller aircraft segments by offering an easy upgrade path to a LEO product when they want the additional capacity that LEO can provide. A critical point is that our advanced multi-bearer capability will allow us to serve North American aircraft with LEO and ATG at the same time, significantly enhancing capacity and providing redundancy for those owners who want it. Critical to the success of GBB is the ease of our upgrade and installation. For customers that already have AVANCE, the upgrade to add LEO will be simple. It will install an ESA antenna on top of the plane and run two wires inside, one for data and one for power. And they'll then have LEO connectivity with all the added functionality of AVANCE. For customers new to Gogo, they can choose from an array of AVANCE form factors, including the economical SES box and then pair that device with ESA antenna for a relatively low cost solution. GBB will enable streaming directly from your favorite services, multiple simultaneous video conferencing sessions, VPN access, and all the other connectivity enabled solutions you use today at the same service levels you expect in your office or living room today. We're excited about the opportunity this initiative will create for Gogo and our customers, both in the near and long-term. Our investment in GBB today is setting us up for success in the next era of LEO satellite technology and expanding our reach while capitalizing on our expertise in tailored solutions that exceed the expectations of customers across all segments of the BA market. To wrap up our key strategic initiatives driving AVANCE penetration, launching Gogo 5G and developing global broadband are in service of our long-term strategy, deepening and expanding Gogo's hard-earned competitive advantages to support our long-term growth. I'm very proud of our nimble, creative, and energetic Gogo team for their accomplishments in the third quarter. We're innovating and delivering on major strategic projects to set Gogo up to exceed our customers' expectations and drive long-term value for shareholders. Thank you, team. With that, I'll turn the call over to Barry.

Thanks Oakleigh and good morning, everyone. My remarks today, I'll start by walking through Gogo's record third quarter financial performance. Then I'll touch on Gogo's capital allocation priorities and finally, I'll finish up with some additional context around our guidance. For the third quarter, our record total revenue of $105.3 million grew 20.8% year-over-year. Our top line was driven by record service revenue of $75.3 million as ATG units online grew 10% year-over-year and 2% sequentially. As Oak mentioned, increasing penetration of events and leveraging its top line capabilities remains a centerpiece of our strategy both in the North American market where we operate today and globally as we launch our GBB product in the future. The third quarter of AVANCE units online grew by 186 units, up 38% year-over-year and 6% sequentially. As we grew our ATG units online, ATG ARPA grew 3.4% year-over-year to 3,376 as our customers continue to upgrade their plans, including to our high data rate plans, which have been very well received since their introduction in early 2021. The launch of Gogo 5G followed by our GBB product will further expand our ARPU growth opportunity over time. Now turning to equipment revenue. Gogo delivered a record $30.1 million in equipment revenue in the third quarter, a 43% increase year-over-year as we shipped a record 388 AVANCE units. This is an increase of 47% year-over-year and 25% compared to the previous quarterly record we just achieved in the second quarter of this year. Our excellent supply chain team and ability to leverage our strong balance sheet to acquire inventory is allowing Gogo to capitalize on unprecedented demand for our products. We now expect to ship more than 1,300 total AVANCE units in 2022, representing at least a 47% increase compared to 2021. Our equipment shipment expectations for the year combined with our exceptionally strong backlog and 18-year average equipment life materially de-risk our longer-term targets. The impact of our higher 2022 equipment shipments has allowed us to once again raise our 2022 revenue guidance, which I’ll touch on later in my remarks. Gogo delivered service margins of 77% in the third quarter, a 3% decrease year-over-year, primarily due to the $2 million catch-up credit for Federal Universal Service Fund regulatory surcharges reported in Q3 2021. Service margins decreased sequentially due to an increase in network costs associated with the deployment of the Gogo 5G network. The service margin is within our target range of 75% to 80% for ATG for both 2022 and in the long-term. Equipment margins were 35.9% in the third quarter. This represents a 5% decrease year-over-year, which was planned as part of our strategic initiative to drive event penetration. However, equipment margins actually increased 4% sequentially due to higher revenue and lower production costs as a percentage of revenue. This improvement was also driven by a higher mix of AVANCE sales, which carry higher margins than our legacy satellite products. The percentage of AVANCE sales increased from 83% to 87% sequentially with our legacy satellite products declining by a corresponding amount. Moving now to operating expenses. Third quarter combined engineering design and development, sales and marketing, and G&A expenses increased 11% year-over-year to $29.7 million. This increase reflects legal expenses related to the SmartSky patent litigation and development expenses for GBB, partially offset by a decrease in stock-based compensation expense. Non-cash stock-based compensation expense in the third quarter decreased year-over-year due to the catch-up expense incurred last year relating to vesting for employee retirements, which primarily impacted G&A. As a reminder, the executive employment agreements put in place as part of our succession planning will continue to contribute to increased levels of stock-based compensation expense in 2022 and 2023 as compared to 2021. We also began granting equity to all employees beginning in 2021. This has contributed meaningfully to our employee retention and also results in higher stock-based compensation expense. We’ve always viewed 2022 as an investment year due to the planned ramp and spending for Gogo 5G. Operating expenses were actually slightly lower this quarter than initially expected due to the reduction in 5G expenses related to the chip delay. However, that spending as well as 5G operating expenses previously expected to be incurred in the fourth quarter will now shift to 2023. In addition, we continue to invest in development for our GBB initiative in the quarter, and this will ramp up through 2024. Now, I’ll provide some additional detail on our Gogo 5G and GBB initiatives and the respective spending profiles. Before jumping into the details of our Gogo 5G spending, I want to be very clear that the delay in our 5G chipset availability only impacts the timing of when our 5G spending occurs. We do not expect to have – it to have any negative impact on the overall 5G program cost, which remains on budget. In the third quarter, our $18.5 million of 5G spend is comprised of approximately $0.9 million in OpEx and $17.6 million in CapEx. We expect 5G CapEx of approximately $40 million in 2022, a reduction from our prior expectations due to the chipset delay. The financial impact of a chip delay falls into three primary buckets. First, a push out of 5G milestone payments, certification and testing costs from 2022 to 2023. Second, lower backhaul costs in 2022 given the delay in spending to support Gogo 5G. Note that our lower backhaul costs in 2022 represent actual savings this year. And thirdly, our 2023 revenue expectations will be impacted by the postponed 5G commercial launch that is now expected in the fourth quarter of 2023. The reduction in 5G spending is comprised of an approximately $9 million shift from 2022 to 2023, $4 million of which is operating expense and $5 million is CapEx, along with approximately $1 million in backhaul expense savings. These reductions are reflected in our revised 2022 adjusted EBITDA, CapEx and free cash flow guidance. Now onto our GBB initiative. We are excited by the opportunity GBB will create for Gogo as it is well positioned to deliver a healthy return on investment, including attractive service margins. Importantly, it is also based on a variable cost paid by the drink business model as prescribed in our partnership agreement with OneWeb. In the third quarter, Gogo recorded $1.8 million in GBB operating expenses related to the achievement of project milestones with Hughes, our antenna development partner. We continue to expect external development costs for GBB to be less than $50 million over three years with spend ramping from approximately $3 million in 2022 to $10 million in 2023 with the remaining approximately $35 million to be incurred in 2024. We also anticipate that approximately 85% of GBB external development costs will be in OpEx. This spending profile is reflected in our 2022 adjusted EBITDA and free cash flow guidance and in our combined 2022 and 2023 free cash flow guidance. Now moving on to profitability. Gogo’s third quarter adjusted EBITDA increased 7% year-over-year to $43.7 million, primarily driven by our record equipment sales. This is the highest adjusted EBITDA performance in Gogo’s history. Gogo delivered net income from continuing operations of $20.2 million in the third quarter, up 2.5% year-over-year. I would note that the Q3 2022 net income is net of an $8 million income tax provision compared to a $100,000 income tax provision in Q3 2021. Our financial statements reflect non-cash income tax expense as we continue to generate positive pre-tax income. While we may have fluctuations in our effective tax rate, we believe that using the combined federal and state income tax rate of 25% at current rates would be a reasonable assumption from modeling purposes. Net income before income taxes increased 42% year-over-year reflecting the profit-generating capability of the Gogo business model as we continue to execute on our strategy. Third quarter net income translates to $0.16 in basic earnings per share and $0.15 in diluted earnings per share. These figures reflect the final settlement of our 2022 convertible notes, which occurred in the second quarter of 2022. Based on our substantial NOL position, we do not expect to pay meaningful cash taxes for an extended period, but we may pay a modest amount by the end of our 2026 planning horizon. We continue to expect to see additional reversals of portions of our remaining valuation allowance against the deferred tax assets over the next 12 to 18 months. In the third quarter, we generated $8.5 million in free cash flow down 65% year-over-year driven by the expected increase in CapEx for Gogo 5G. Now, I’ll turn to a brief discussion of our balance sheet. Gogo maintained its strong liquidity position as we entered the quarter with $152 million of cash on hand and we have yet to draw on our $100 million revolver. Our cash balance decreased from $164 million as of June 30, 2022, reflecting the share repurchase executed in September. You’ll recall that we repurchased 1.5 million shares of common stock owned by affiliates of BlackRock in a private transaction for $18.4 million at a price of $12.23 per share. At the end of the third quarter, we had approximately $716 million in outstanding debt on our term loan B and a net debt leverage ratio of 3.4x below our target of less than 4x, which we achieved in the second quarter of this year. Now I’ll touch on our capital allocation strategy. Our capital allocation priorities are in service of our strategic goals. These priorities include launching Gogo 5G commercial service, maintaining a leverage ratio of less than 4x, which may include paying down debt, investing in strategic initiatives including GBB, and finally returning capital to shareholders. The comprehensive refinancing we completed in the second quarter of 2021, which includes our seven-year term loan B, carrying a variable interest rate of LIBOR plus 3.75%, meaningfully limits our exposure to refinancing risk. We are also well hedged with interest rate caps offsetting a significant portion of our exposure to interest rate changes. Of note, the fair market value of our hedge contract has increased by $46 million before taxes since putting it in place in May of 2021 on the heels of our comprehensive refinancing. As outlined in our 10-Q, the portion of our term loans subject to interest rate caps reduces beginning in mid-2023, which will increase our exposure to higher interest rates. To quantify that exposure based on the October forward LIBOR live curve and with the interest rate caps we have in place, our annual cash interest expense would increase by approximately $13 million from $37 million in 2022 to $50 million in 2026. Given the current volatility in the financing markets and particularly the rising interest rate environment, we believe it is prudent to take a somewhat more conservative approach during these uncertain times. As we mentioned last quarter, we are choosing to maintain higher levels of cash on hand given these external circumstances. Our higher cash reserves allow us to reserve maximum strategic and financial flexibility. We saw the benefit of having this flexibility in the third quarter. As previously mentioned, Gogo repurchased 1.5 million shares of common stock at a value of $12.23 per share. This share repurchase was indicative of our confidence in the long-term value creation opportunity we see ahead. Now let’s turn to our updated financial outlook. As a reminder, our guidance does not reflect the impact of the Federal Communications Commission’s Secure and Trusted Communications Networks Reimbursement Program. As we await further information regarding whether Congress will appropriate additional funds for eligible expenditures out of the program. We once again raised our top line guidance for the year. Gogo now expects to deliver full-year 2022 revenue in the range of $395 million to $405 million versus prior guidance at the high end of the range of $390 million to $400 million. This increase was primarily driven by our exceptionally strong equipment shipments as we’ve described. We also raised our 2022 adjusted EBITDA outlook to the range of $165 million to $170 million versus prior guidance at the high end of the range of $150 million to $160 million. This increase reflects a $5 million reduction in operating expenses associated with the delay in the commercial launch of Gogo 5G, but it also includes a combined $6 million in expenses related to the SmartSky litigation and Global Broadband, which were not included in our original 2022 guidance. We are raising our 2022 free cash flow guidance to a range of $50 million to $60 million versus prior guidance of $35 million to $45 million, due primarily to a $10 million reduction in 5G spending. Our 2022 free cash flow guidance includes capital expenditures of approximately $55 million of which $40 million is tied to Gogo 5G. This compares to prior CapEx guidance of approximately $65 million with $50 million tied to Gogo 5G. It also reflects an expected $3 million in external spend related to our GBB project. We expected aggregate free cash flow for 2022 and 2023 combined will be roughly equivalent to the range of $145 million to $155 million, which are provided on our Q2 earnings call in August. Free cash flow for 2023 will be impacted by among other things, the Gogo 5G delay and potentially by the FCC reimbursement program. Looking further into the future, our 2024 free cash flow will reflect ramp spending for our Gogo GBB project of approximately $35 million in that year as I mentioned. We continue to expect to generate free cash flow of over $200 million beginning in 2025 as we get on the other side of our investments in Gogo 5G and GBB with our long-term growth rate elevated by our GBB product offering. Our other long-term targets remain unchanged. We reiterate that we expect revenue to grow with a compound annual growth rate of approximately 17% from 2021 through 2026 with GBB expected to contribute to revenue beginning in 2025. We also continue to expect annual adjusted EBITDA margin to approach 50% in 2026 up from the low 40s in 2022 and 2023. Strong operating leverage is a hallmark of Gogo’s transformed business model since the sale of our CA business in 2020 and is the driving assumption behind the growth in adjusted EBITDA margin over time. We plan to provide updated 2023 and long-term guidance on our fourth quarter earnings call as we typically do. In conclusion, Gogo’s business continues to perform extremely well. Our raised outlook reflects our strong momentum as we prepare for the commercial launch of Gogo 5G and pursue the development of our Global Broadband product. I would also like to join Oak in thanking our entire team for their continued commitment to Gogo and for providing unparalleled service to our customers. It’s because of you that we are in such a strong competitive position today.

This concludes our prepared remarks, and we’re now ready for our first question.

Hi, guys. Thank you. A couple if I can. First, I guess Barry, I hear your comment about being more careful with liquidity. But how should we think about capital return from here and maybe discuss the BlackRock share repurchase during the quarter? And then second, Oak, maybe think about the strategic value of Gogo as a standalone business versus potential sale. You had a lot of interest a few years ago. The business is stabilized, the outlook is much better. How do you think about the value of the company in the market today versus what it could be worth in a sale? Thank you.

So let me take the first part of your question. I guess two questions regarding the capital returns from here. So I think we’ve laid out our priorities for capital returns starting with making sure that Gogo 5G is fully funded. We’re in the right place on net leverage ratio, which we’re in good shape on both of those. Thirdly is to make sure we have dry powder to execute on our strategic initiatives, including Global Broadband, and there could be some others. And then we actively consider return of capital to shareholders. So we’re still proceeding down that path with those criteria in mind. We have, as I mentioned, will achieve two of those. We do believe that Gogo has significant cash flow generative capability in the coming years and we would expect that to result in return to capital over time. But again, we just want to be prudent for now. As things unfold and as we see the macro environment unfolding over the coming six months or so, that’ll inform what we do. But that’s how we’re looking at it. We recognize it’s something that is of interest to shareholders, including our largest shareholders, Oak and GTCR. So it’s something that we’re mindful of. On the BlackRock question. Yes, as some of you are aware, BlackRock acquired stock in Gogo exceeding the 4.9% maximum that is provided for in our NOL poison pill as we call it. When we discovered that we with them recognized that they needed to sell down, and as they needed to do that, it provided an opportunistic opportunity for us to execute on a share repurchase and we felt like it was an appropriate thing to do. It sent we think the right message to the market, which is we very much believe in the long-term outlook here. At a price of $12.23 at the time, we felt like that was a very good investment, and yet it was not such a large amount that it would dampen the objective that we have of maintaining the position.

So, Phil on your question about valuation, I think we are very focused on maximizing shareholder value. Our Board, and I believe that there’s tremendous unrealized value in our current stock price, if you will, and that there’s tremendous runway for growth in this business when you look at the market being about 30% penetrated today, and we’re developing products that’ll give us the ability to address the full global market. So we’re very bullish on the future. If somebody came along and offered us a price that we felt reflected what we think the opportunity is, I’m sure our Board would consider that. But today we’re not actively pursuing a sale and we’re very focused on our strategic initiatives, delivering on 5G, delivering on GBB, and we think that those will drive a lot of shareholder value in the future.

Thanks, guys.

Thanks. Good morning, everyone. I was hoping you could comment on 2023. Are you still expecting the 15% unit shipment growth that you were talking about last quarter?

Yes. Landon, we still expect to be in that range. We have the news on the 5G chipset being pushed back to us delivering commercially in Q4 is relatively new news. And so we need – we’ll be factoring that into our budgeting for next year. We also have the impact of the FCC grant program that removes the ZTE equipment. And that’s not factored into our unit count projections yet either. So we’ll give firm guidance on that in our Q4 call, but we still expect to be in that rough range.

Okay. And just to follow up on the 5G. Are you confident at this point that that 4Q commercial launch is sort of set or is there remaining uncertainty? And I think you mentioned is it 60 units in the backlog? Was that a 5G comment? Or if it wasn’t, is there a 5G backlog number that you can provide? And one final question just on that – sorry, go ahead.

Yes. On that point those are orders for the 5G antennas. The harness for the box that houses the 5G, the chipset and getting the plane fully ready to accept that little box when the 5G chip is done. So those are orders that are 5G orders. Go ahead with the rest of your question. Sorry.

Is that the full 5G backlog or is there another number that we should be thinking about from a 5G backlog perspective?

No, I mean, that’d be the backlog now. But those are people that are putting this stuff in ahead, they even had the 5G done. I just want to make that clear.

Great. And then just one last question just on – sorry, go ahead.

Go ahead.

On just on the competitive side, Starlink has obviously come out with a premium product for their services. How are you thinking about the impact to your business today and the impact to what you would expect for GBB over time and just your competitive positioning against them?

Sure. I’ll go back to the confidence question. What happened with the fabrication of this chip was highly unusual. And this was really a Samsung problem with their subcontractor around the test mode of the chip. So it’s got a lot of attention at Samsung. It’s got a lot of attention to GBB, it’s got a lot of attention at Airspan and a lot of attention at Gogo. And I’d have to say we appreciate the additional transparency we’ve been able to get from all of those players here since this problem first arose. So given the high levels attention on this and tremendous focus, we’re fairly confident that we’re going to get this chip on time. You can never say that there can’t possibly be a problem. There are milestones in every project and milestones are called that for a reason, which is you've got to get past them successfully. So there are a couple key milestones going forward. But at this point, I’d say we’re very confident based on just how well the project’s being managed and how well it’s going. On Starlink, I almost do a victory lap on this. We projected this in Q1 2021 on our earnings call. Then we were asked about them and we said, look, we think that they will come into the market with something that goes after the high end of the BA market because they’re very focused on commercial aviation mil/gov. They’ll be designing a relatively large antenna that works in those markets and would work in the high end of the BA market. And so that’s what they’ve done. They’ve set a real premium price and looks to us like they’re really going after competing with the GEO satellite providers that serve business aviation today. In terms of our strategy, we all long have been more focused on the customer than on Starlink. We really appreciate what LEO technology and LEO constellations can bring to the market. It’s a very good type of satellite offering for BA because of the fact that you can make smaller antennas due to the proximity of the satellites to the earth. So, we went out and decided we were going to try and develop a product that could serve the entire BA market, all segments from light jets, turbo props all the way on up and would be global. And so that’s what we’ve done. And I think our product is positioned very differently than Starlink’s. We have a much smaller antenna than they have which is why it fits on all those aircraft. We are at a much lower price point than they are. We have – part of our model, we have a very high service component to what we do. If your aircraft’s on the ground somewhere and your connectivity’s not working, and the principal’s going to show up in a couple hours and the pilot’s going to get a spear through his chest, we get a guy there to fix it, and that’s the type of service that customers really appreciate. And we have a broader offering. So, we have our dash product, our mixed products, so our entertainment products and the like. So, we think we’re well positioned. I think that there will be some customers in the market that will go for the – what I’ll call the low service kind of self-service model that Starlink has, so I wouldn’t be surprised if they had some success up in the larger jets. That said, there’s 30,000 aircraft out there that don’t have anything today, and we think our offering will appeal to an awful lot of them. So we think we should be able to grow significantly there. And finally, I’d say we also have ATG, which is an advantage in the North American market. The ability to combine ATG with LEO satellite presents a lot of tantalizing opportunities. You can run – receive on one and transmit on the other, for instance, and do other things that would actually really boost our capacity of the capacity that you deliver. So we find that very exciting and we feel good about where we’re positioned.

Great. Thanks for that context.

Hey, good morning. Thanks for taking the questions. Oak, if I could dive in on the 5G front, it’s nice to hear that you’ve got some confidence around the timeline now the third and fourth quarter of next year. But I wanted to delve in, I think you talked a little bit about STCs and line fits on that front. I wonder if you could dive into that a little bit more in terms of the development on that front. Kind of what you’re also seeing from a competitive landscape standpoint in terms of the delays of 5G. Is it having an impact on demand? And then I wanted to clarify, I thought there was a comment around some lower revenue related to 5G. If I recall correctly, I don’t think there were big numbers built into 2023 and most of the AVANCE units in general are able to support that upgrade path. So I’m just – I just want to make sure I understand the comment in terms of what you’re seeing out into 2023 at this point. Because it sounds like you’ve got pretty good demand, I’m not sure what the coverage is for that 15% growth in 2023.

So I think we were talking about STCs that was your first part of your question.

Yes. Competitive landscape as it relates to any of the delays there. Is that causing additional problems? And then really kind of your prior expectations for 5G in 2023, I know AVANCE again is, right, it’s future proof upgradable. So is that really having any sort of a material impact in terms of how you guys review? And it’s certainly the second half of 2023.

Yes, so I’ll start with STCs. I mean, we have our STC and PMA for 5G today, we will have to do a minor amendment when we get the new chip. Today that box has a 4G chip in it and we’ll have to replace that chip with a 5G chip that is an amendment that will be not an issue at all. That’s really no change at all. So it should not be an issue at the FAA. We have dealers who have already done STCs and installed, were installed on Russell Wilson’s aircraft and that was done with an STC for that type of aircraft. So we have lots of STCs that are all sort of waiting for that final 5G chip amendment at the last moment. So I think we’ve probably got about 30 plus STCs either in works or very close to complete and waiting for the 5G chip. So yes, moving into production with STCs is not going to be anywhere on the critical path in terms of commercial launch. We don’t see any impact on sales today of the delay in terms of competitive inroads that’s the market’s basically just the same as it was a quarter or two ago. What we see that’s great is in order of backlog next year and dealers – our big dealers place their orders for the next year around this time of year. And what we’ve seen so far is a pretty nice growth in those orders, the size of those orders. So we’re feeling very good about that. The OEM bookings come in a bit later, so we don’t know exactly where that will end up. So we’re reserving judgment there because there would’ve been some 5G orders in that. The risk is the planes that you miss that went in for maintenance, they go in for a major maintenance event and would’ve had 5G installed. They might already have L5, in which case we don’t have a sale opportunity or they might just put in L5 and wait. L5s have lower price points than 5G product. On the OEM side, again, you get cut in on line fit, you don’t want to miss that. And potentially, they impact when we get cut in at certain places. So I’m not saying we are, but these are all things we’re working with the OEMs and dealers on right now to assess the impact.

Perfect. Very helpful.

Your question around the impact on 2023 revenue, I think the way to think about this, there are really two factors to consider. One is how many current L5 customers upgrade to 5G as we launch, and then separately where new customers do. So we do expect to see equipment revenue particularly impacted by the delay, which we would’ve seen ramping during 2023. So that will impact the revenue. We have accommodated that in the combined guidance that we’ve given on cash flow for years 2022, 2023. On balance, we expect L5 to continue to be the most widely – widespread and sale product by the OEM partners. And so we don’t expect to drop off an L5 sales in the near-term do the 5G launch. And L5 will continue to be the best option for many customers, delivering fast arrival connectivity and the option to upgrade that Oak talked about and so on. But over time, we saw this certainly ramping, but even by the end of our planning horizon that we saw 5G on the order of 20% of units online. So it’s a very attractive product.

Great. It’s very helpful. And lastly, if I could just to follow up on the rip-and-replace program, I know a portion of it about a third has been approved by the FCC. I'm not sure what the – could you update us on the timeline of when you would expect to hear back on the additional allocation and it seems, this is more of an upside opportunity than anything else. I just want to clarify how that swings or impacts your OpEx or otherwise CapEx in terms of if the FCC approves the additional $3 billion to go to the rip-and-replace program. Thanks.

So I'll address the timing questions and all that, and I'll let Barry handle the hard part, which is the impact on the accounting next year. So to be clear, the FCC has approved us for the $330-some odd million. The FCC program is underfunded as the issue. They had projected $1.9 billion in total grants when the bill was first going through Congress. The applications that came in significantly exceeded that. They cut lots of them back because parts of them didn't qualify. But even after cutting them back, the 1.9 billion only reflected, I don't know, 39% of the total number of approved grants. So they've been working with Congress. There were two bills in Congress ended up being very similar, a Senate bill and a House bill. House bill was approved by the House Senate bills in committee but there was broad bipartisan support for the bill. And there were letters written by, I think 36 senators signed a letter, for instance, and the – it was an unlikely grouping, had Chuck Schumer and Ted Cruz signing the same letters, kind of unusual, right. So there's broad support for the bill, which is good. But that this Congress ends when the new Congress comes in in January 3 and you if it's not passed by then it would be a do over. So we're very hopeful that it will be addressed then, by then. And I think it – we could get probably well, but this is Congress, so it's very hard to predict exactly what will happen or what will divert their attention. So timing is hard to predict.

And on the financial impact, Scott, it will certainly be a net cash flow benefit to Gogo, if the funds are allocated at those higher levels. As you know, the initiative to remove ZTE equipment was always in our long-term strategic plan, but it was under a much longer timetable with standing well beyond 2026 planning horizon. So those costs were originally captured as part of our ongoing maintenance CapEx and spread across those years. And the purpose of the program, of course, is to accelerate that timing through the removal of Chinese equipment so as that happens, we would be reimbursed for that. So it's too early to talk about the real cash flow impact of that. But in general terms, kind of the puts and takes are is that we would probably have to make some investment upfront in inventory and so on and then we would get reimbursed for that later. So there could be some negative, but on balance it's going to be a positive. We'll certainly provide that more detailed outlook if and when that gets approved at the higher levels.

Yes, I mean, we've always said that we're always looking for ways to improve the performance of our ATG network. We think that a large part of the market will stay on ATG for a long time. We have good economics there, and of course, we make improvements in terms of capacity and what we're delivering there that will prolong that life. So I'd say they're mostly in that arena. We do look at other opportunities in terms of bolt-ons or other types of things. We don't have anything in mind right now, so I'm not going to get out on a limb on that one. But I think the main focus would be the improving ATG.

Thanks. Good morning everyone. Jessi, looking forward to hearing more from you in the future in early 2023, but Barry, do we get you one more time?

Well, I'll still be here through the call, so we'll have to decide whether Jessi's better or I am, but I'll be around through that.

That concludes today's question-and-answer session. I'd like to turn the call back to Will Davis for closing remarks.

Hello everybody. That concludes our third quarter earnings call. Thank you for your participation and we look forward to speaking next quarter. Thank you. You may now disconnect.