Thank you for standing by and welcome to Gogo Inc.'s First Quarter 2024 Earnings Conference Call. I would now like to hand the call over to William Davis, Vice President Investor Relations. Please go ahead. Thank you, Latif and good morning, everyone. Welcome to Gogo's first quarter of 2024 earnings conference call. Joining me today to talk about our results are Oakleigh Thorne, Chairman & CEO; Jessi Betjemann, Executive Vice President & 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 in 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 this conference call. Those risk factors are described in our earnings release filed this morning and are more fully detailed under Risk Factors in our annual report on 10-K and 10-Q and other documents that we have filed with the SEC. In addition, please note that the date of this conference call is May 7, 2024. 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 this 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 first quarter earnings release. The call is being broadcast on the internet and available in 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's now my great pleasure to turn the call over to Oakleigh.

Thanks, Will, and good morning everyone and thanks for joining us on this call. So Gogo achieved strong results in the first quarter, setting a record for free cash flow in open market share repurchases even as we continue to invest in bringing our next generation products to market. Gogo Galileo, our lower earth orbit satellite product, and Gogo 5G, our next generation North American air to ground product. We believe these products will accelerate our revenue growth beginning next year as they deliver first order of magnitude improvements in the speed of Gogo's service; second, deliver a 60% increase in our total addressable market; and third, extend customer lifetimes by providing easy and compelling upgrade paths for our AVANCE installed base. Our first quarter performance was fueled by AVANCE equipment revenue, which experienced a rebound from Q4 2023, and record service revenue driven by a modest price increase and record AVANCE upgrades. We consider every AVANCE installation a strategic win because it provides that customer with easy upgrade paths to new technologies like 5G and LEO with Gogo rather than going to the expense of installing equipment from the competitor. The jump in orders we had in Q1 is great proof of that point. Our surge in orders was driven by two factors. First, OEMs that want to line fit install of AVANCE L5s often with 5G antennas so that those planes are ready for easy upgrades to 5G or Galileo. And second, pull-through in the OEM and aftermarket channels from NetJets who also wants to install L5s and MB13s to be ready for either 5G or Galileo. This morning, I'm going to start by highlighting some demand trends we're seeing in the BA market to continue to underpin our bullish outlook. Then provide an overview of our Q1 results and finally dive into our progress on strategic initiatives. Jessi will then walk through the numbers and discuss our 2024 and long-term guidance. Overall demand for business aviation flights and demand for connectivity on those flights remains strong. Gogo equipped BA flight counts were up slightly year-over-year, a reversal of last year's slightly downward trend. And more importantly, flights remained significantly elevated from pre-COVID levels with Q1 up 29% from Q1 2019. As for data demand consumption per flight hour was up 13% from the year ago quarter and up 101% from pre-COVID Q1 2019, demonstrating strong demand growth. Further evidence of this is that twice as many customers requested service plan upgrades in the quarter as requested downgrades. This demand is further demonstrated by strong OEM order books and very strong fractional sales, all of which we expect will drive Gogo shipment growth over the next few years. Now let me turn to our Q1 performance. Revenue was up 6% year-over-year with service revenue up 4% and equipment revenue up 13%. Quarter-over-quarter total revenue was up 7% with service revenue up 1% and equipment revenue up 34%. Our record service revenue was driven by a 19% increase in AVANCE service revenue over prior year and a 5% sequential increase over Q4 '23 offset by a decline in Gogo Classic service revenue as customers migrate to AVANCE. We grew total AVANCE units online 19% over prior year to 4,110 aircraft or 58% of our total install base. Our AVANCE beachhead will only grow faster as we incentivize our 3,200 Gogo Classic customers to migrate to LTE as part of our participation in the FCC secure and trusted network program, better known as rip-and-replace. We had a slight decline in overall units online for the quarter as we implemented an inflation-driven 4% price increase, which included adding minimums to our hourly plans. As expected, some hourly customers dropped their service, accounting for a loss of less than $400,000 of annual service revenue. Equipment revenue was driven by AVANCE equipment sales being up 24% year-over-year and 39% sequentially from Q4 2023 and was partially offset by declines in our old narrow band satellite equipment revenue. As I mentioned, the increase in equipment orders was driven by NetJets pull through demand and a shift of a few OEM annual bulk shipments into Q1 from later in the year. And though inventory in the channels grew, the number of units that are not committed to a particular customer went down to 84 units from 108 units at the end of Q4 '23. On the earnings side, we achieved our highest Q1 EBITDA ever driven by strong equipment sales, some permanent OpEx savings, and changes in the timing of project related OpEx. I'm also proud that Gogo set a new free cash flow record, which demonstrates the strength of our business even as we invest deeply in the Gogo 5G and Galileo programs. Now for our progress and strategic initiatives, Gogo is focused on accelerating growth with a three-pronged strategy. First, we want to expand our addressable market by taking our broadband offerings global for the first time and by leveraging the AVANCE platform to deliver products at pricing that suits each segment of the 39,000 aircraft global BA market. Second, we want to drive customer loyalty by continually improving our ATG networks to drive conversion of classic customers to the AVANCE platform so that they have easy upgrade paths to new technologies as they emerge. And third, we're focused on offering the best product and customer support to each segment of the market at the lowest total cost of ownership. We're making great strides on the strategic initiatives along all three of these prongs. Let me start with Gogo Galileo and I'll start with a little bit of background. After we sold our commercial aviation division in 2020, we went through deep dive strategic planning around the BA business and came to two conclusions. First, that ESA antennas and LEO satellite constellations were going to change everything in business aviation connectivity. They would support lightning fast connectivity, they would enable small antennas that would fit well on all BA aircraft. They could be cheaper and easier to install than geo antennas. They would provide truly global broadband coverage for the first time ever and their service pricing could be very competitive with geo satellite pricing. And most importantly, that the dramatic increase in value created by the offerings would accelerate IFC penetration dramatically in the global BA market. The second thing we realized was that Starlink would become a significant competitor and that has now happened as they entered the market with STCs on two aircraft lines earlier this year. Gogo has a history of disrupting our own industry. In fact, Galileo isn't our first LEO product launch. In 2000, we migrated 1,500 customers from our then analog ATG system to LEO Iridium. We designed and manufactured the airborne systems, some of which are still line fit at OEMs today, and we still service more than 4,000 aircraft globally on the Iridium network. Like 24 years ago, our focus with Galileo has been on developing an aviation grade product suite tailored to the unique needs of BA customers. Starlink, on the other hand, is focused on mass-producing consumer off-the-shelf products for much bigger markets and then trying to repurpose those for aviation. They may have some initial success, if for no other reason than the allure of Mr. Musk, but ultimately the simplicity of our Galileo terminal installation, the superior reliability of our equipment, and the white glove customer support we offer position Gogo to compete well and capture a significant share of this market. So with that background, let me give you an update. Galileo comes in two versions, a smaller HDX terminal and a larger FDX terminal. The HDX terminal is a small antenna that will deliver a very consistent 60 megabits per second, which is 12x to 60x the speed of our current product offerings and will fit on all business aircraft targeting two major market segments. The first roughly 12,000 mid-size jets, small jets, and turbo props registered outside North America that have absolutely no broadband solution available today. And second, those aircraft inside the roughly 11,000 mid-size and smaller jets that domicile inside North America that often fly international missions or want faster connectivity than ATG alone can provide. The Galileo FDX terminal is a larger antenna that will deliver very consistent speeds, approaching 200 megabits per second, roughly 40 to 200x the speed of our current product offerings, and it targets the roughly 7,000 global super mid-sized and larger heavy jets that generally fly intercontinental or long range missions. A huge advantage for us is that Galileo is a simple upgrade from any AVANCE installed plane; one only needs to add our HDX or FDX antenna on the fuselage and then run data and power cabling into the aircraft. And given that AVANCE is already a line fit option at every OEM and has STCs on every currently produced model of aircraft, it will be relatively easy from an engineering and certification perspective for OEMs and dealers to offer Galileo. We've already signed four STC agreements for Galileo, we have ten more verbally committed, and three in negotiations, which all-in will cover 10,500 jets and 6,200 turbo props globally. We remain on track to start shipping HDX terminals in Q4 and FDX terminals in the first half of 2025. We achieved a number of exciting milestones since our last conference call. In March, we completed end-to-end connectivity using the HDX antenna on the fully deployed Eutelsat one way of LEO satellite network. The next three big milestones will be aircraft installation in July, engineering flight testing in August and Parts Manufacturing Authority or PMA in Q4. In April, we announced our first STC partnership, which is significantly with a European MRO for a very small size aircraft, the CJ series demonstrating that we indeed can fit on any aircraft and that we have global distribution reach. Also in April, Gogo was granted Earth Station In Motion approval from the Federal Communication Commission to commercialize and operate the Galileo HDX and FDX antennas. This is important not only for commercializing Galileo in the United States but acts as a precedent for authorization in many other countries. To conclude, we are very excited about Galileo. It will be a game changer for the business aviation industry and will be a major accelerant for the growth of Gogo. Now let me turn to Gogo 5G. As you all know, more than a year ago, we completed our initial 150-tower network rollout. We completed our 5G data center upgrade. We received PMA for our MB13 5G airborne antennas and for our LX5 5G box, but with a 4G chip. As you also know, we're still waiting for our 5G chip. That chip has failed to bring up twice but has now been redesigned and was meant to go into cab fabrication again this month. On the good news front, we've been able to start flight testing on the actual network using the chip software on an FPGA simulation of the chip. Unfortunately, in testing, an issue was identified that has chip hardware design implications. That issue has led to a minor chip hardware redesign, which is now in integration testing and must be completed before fabrication can begin. We currently expect the launch of Gogo 5G to occur a few months later than the previously stated fourth quarter of 2024 and are working with our vendors to finalize that schedule, which we will discuss on our Q2 earnings call. The good news is that this was discovered now before the chip was re-spun, saving what could have been a much longer delay. Despite this, the market continues to respond enthusiastically to the 5G value proposition with ongoing pre-provisioning programs and a flood of STC programs that position us for a highly successful launch. We've already shipped 240 5G pre-provision kits with MB13 5G antennas, approximately 80 of which have already been installed and are flying today using our 4G network. We have commitments from five OEMs with most of those under agreements and one already installing the MB13s with L5s line fit today because the L5 is the same form factor as the LX5; once the 5G chip is certified, those customers can simply swap the LX5 for the L5 and they'll be on the 5G network. On the certification front, we have 11 STCs for MB13s completed and 16 more in the works representing 8,371 North American registered aircraft. We're confident that between our FPGA flights and a virtual simulator our team has built that replicates our entire 5G network, we will be able to test and validate 90% of our 5G functionality and network before we receive the final 5G chip. Gogo 5G should achieve mean speeds of around 25 megabits per second, 5x to 25x our current product lines and peak speeds of 75 to 80 megabits per second, and we believe it is the perfect product for mid-size and smaller business aircraft that fly North American missions and want great speed at a better value than competitive satellite products. Now let me turn to the FCC rip-and-replace program. The program was enacted under the previous administration to incentivize wireless carriers to accelerate the removal of foreign telecom technology from their networks. Gogo was awarded a $334 million grant under that program. Because there were more qualified grants than originally planned, funding for all grants was cut back to 39% of the original award, which in Gogo's case was cut back to $132 million. The White House included full funding for the program in its supplemental funding request to Congress last year, and there are two bills in Congress with bipartisan support that would fully fund the program right now. Now based on changes we've made to our FCC program, we no longer believe we will need nor would we receive $334 million. However, if full funding is approved, we would be able to accelerate our program and cover all reimbursable costs. With the current partial funding, about 70% of the reimbursable costs of replacing all EVDO ground equipment and moving Gogo Classic customers to LTE would be covered by the grant, and that is what is reflected in our long-term guidance. There's also another $25 million of spend associated with the program that is non-reimbursable and that is also reflected in our long-term guidance. This program has considerable benefits for Gogo and its customers. It will improve the speed of our 4G network, 40% for customers using our AVANCE L3 product. It will double the number of aircraft that the ATG 4G network can simultaneously manage and it will accelerate the number of Gogo Classic customers upgrading to AVANCE, which has the strategic benefit of extending Gogo customer lifetimes due to the ease of upgrade to 5G and Galileo from AVANCE platform equipment. We have 3,200 aircraft still on our old classic product line that will need to convert from EVDO to LTE versions of the hardware inside their planes, around 900 of which are in fleets and a little more than 2,200 of which are smaller customers. All of the fleet customers are in active discussions on how they plan to convert and most are leaning towards upgrading to L5 so that in the future they can easily upgrade to either 5G or Galileo. On the smaller customer side, we've had conversations with all but 150 of them. Of those we've spoken with, 60% have already voiced a preference for what they would like to convert to, and almost all of them indicate that they will move to one AVANCE product or another. We currently have customer promotions in place to incentivize conversion, and our dealers are doing a great job configuring their operations to transition customers at scale. We also have a special product we will introduce later this year called C1, which will house both an EVDO and an LTE air card in a form factor that is an exact replication of our classic product. These will not provide any enhanced performance; however, they will be relatively inexpensive and will only require a few hours to swap with the old classic boxes. We call this a time machine because it allows customers who delay swapping to AVANCE before our cutover date time to convert to AVANCE after the cutover. To zoom out, Gogo is approaching an exciting inflection point in our product cycle as we anticipate the launches of Gogo 5G and Gogo Galileo. Gogo will soon have the most complete product portfolio in the BAIFC industry with products that offer the right performance, with the right coverage at the right total cost and great customer support for every segment of the highly unpenetrated 39,000 aircraft global BA market. We're excited about our future and believe Gogo is well positioned to capitalize on the significant opportunity in our market and deliver long-term value creation to shareholders. And now I'll turn it over to Jessi for the numbers.

Thanks Oak, and good morning everyone. Gogo generated record service revenue and free cash flow in the first quarter with adjusted EBITDA coming in well above expectations. While our results benefited from some timing related to equipment revenue and expenses, they highlight the strength of our core business as we invest in our new products Gogo 5G and Galileo. We continue to believe that 2024 is the top year for our growth and profitability within our long-term plan through 2028. With most of our strategic investments concluding at the end of 2024, we expect our free cash flow to accelerate substantially in 2025. In my remarks today, I'll start by walking through Gogo's first quarter financial performance. Then I will turn to our balance sheet and capital allocation priorities. And finally, I'll conclude with a positive update to our 2024 guidance and additional context on the reiteration of our long-term targets. For the first quarter, Gogo's total revenue was $104.3 million, up 6% year-over-year and 7% sequentially. Gogo's top line was driven by record service revenue of $81.7 million, up 4% year-over-year and 1% sequentially. Our ATG aircraft online reached 7,136, up 1% year-over-year and down 1% sequentially. The quarterly decline was driven by higher deactivations, of which approximately 80% was attributed to the attrition of hourly contract aircraft as a result of the price changes we implemented this quarter. However, the loss of these aircraft has a very low impact on service revenue of less than 21% for the quarter due to the low ARPU they generate. Another driver for high deactivations this quarter was due to an increase in the number of aircraft sold that we believe a majority of which will reactivate in the coming months under new owners based on historical trends. Importantly, total AVANCE aircraft online grew 4,110, an increase of 19% year-over-year and 3% sequentially, and now comprise 58% of our total fleet. Our number of AVANCE aircraft online has doubled in less than three years. We continue to expect a strong year of AVANCE activations in 2024 as we upgrade our classic ATG customers while maintaining a reasonably conservative view on improvements in the maintenance cycle times that have slowed installations over the past year. Upgrading our customers to AVANCE is a critical part of our strategy and it extends customer lifetimes due to the easy upgrade path to Gogo 5G and Galileo once launched. However, consistent with our prior comments, this process will mute the ATG aircraft online growth rate over the coming quarters. As Oak mentioned, we had record AVANCE upgrades in the first quarter. Total ATG ARPU grew 2% year-over-year and 2% sequentially to $3,458 driven by pricing changes. The launch of Gogo 5G and Galileo is anticipated to further expand our ARPU growth opportunity over time. Moving to equipment revenue, Gogo demonstrated a strong rebound from the prior quarter and delivered record first quarter equipment revenue of $22.6 million, a 13% year-over-year increase due to a pull in of shipments for two significant OEM partners earlier than planned, demonstrating strong demand for Gogo's connectivity. Gogo's equipment revenue typically ramps toward the back half of the year, but given the shipments we had in Q1, we expect that dynamic to shift for 2024. On a sequential basis, equipment revenue rose 34% reflecting the strong order flow this quarter, as well as the $4 million reserve we recorded in Q4 2023 due to a specific customer circumstance that reduced revenue last quarter. We continue to expect a stronger rate of growth from equipment revenue in 2024 driving the overall revenue growth for the year. We shipped 258 AVANCE units this quarter, which is a record for our first quarter, up 16% year-over-year and up 28% sequentially. Turning to profitability, Gogo delivered service margins of 78% in the first quarter, better than expectations due to lower network and data center costs and relatively flat sequentially. We continue to expect service margins to be in the 75% range this year with a slight decrease in future years as Gogo Galileo service revenue increases as a percentage of the mix. Service revenue and service margin continue to be the primary levers for free cash flow generation and long-term value creation. Equipment margins were 30% in the first quarter, 20 percentage points higher than the prior year period and well above expectations. The increase was primarily due to higher equipment revenue that came in earlier than planned and non-reimbursable costs related to the FCC Reimbursement program in the prior year. Equipment margins were 21 percentage points higher sequentially, also driven by the higher equipment revenue in the quarter coupled with lower inventory reserves due to extended warranty and reserves recorded in the prior quarter driven by a customer contract renewal. We expect equipment margins to be in the low 20% range this year with a slight decrease in future years as the mix of Gogo Galileo units sold increases over time. Now on to operating expenses. First quarter combined engineering design and development, sales and marketing and general and administrative expenses increased 11% year-over-year and decreased 8% sequentially to $32.2 million. The year-over-year increase was mainly driven by legal expenses related to the SmartSky patent litigation as well as higher spending on Galileo. We continue to expect higher legal expenses in the coming quarters relating to the launch of Galileo and the ongoing SmartSky patent litigation. 2024 will be a significant investment year as we continue to invest in our Gogo 5G and Galileo programs. We expect that these product investments will support revenue growth acceleration and significant free cash flow growth in 2025 and beyond. In terms of Gogo 5G, in the first quarter, our $1.6 million of 5G spending was comprised of $0.6 million in OpEx and $1 million in CapEx. We now expect 2024 will include approximately $6 million of 5G OpEx and approximately $14 million in CapEx, with total 5G spend for 2024 remaining unchanged at approximately $20 million. We continue to maintain our estimate of $100 million in total external development and deployment costs for our 5G program and anticipate no negative impact on the overall program cost from the most recent delay Oak described. Moving on to our Gogo Galileo initiative. In the first quarter, Gogo recorded $2.6 million in operating expenses related to Galileo. We now expect 2024 will include approximately $17 million of Galileo OpEx and approximately $6 million in CapEx. We continue to expect external development costs for both the HDX and FDX solutions to be less than $50 million in total, of which $13 million was incurred in 2022 and 2023, $23 million is projected in 2024, and the remainder is expected in 2025. We anticipate approximately 90% of Gogo Galileo's external development costs will be in OpEx. Moving on to our bottom line, Gogo delivered $43.3 million in adjusted EBITDA in the first quarter, a 9% increase year-over-year, and 23% increase sequentially. The growth was primarily driven by strong equipment sales and an increase in service gross profit driven by record service revenue. Adjusted EBITDA exceeded expectations driven by the timing of OEM orders and certain 5G and Galileo-related project spending shifting to later in the year. The timing shift in equipment orders and spend contributed to our record results in the first quarter. And while we have narrowed our 2024 adjusted EBITDA guidance to the high end of the range, we expect that the first quarter will be the high EBITDA quarter for the year. Net income was $30.5 million in the first quarter, up 49% year-over-year. The increase was primarily due to a $13.1 million unrealized pretax gain, which was $9.9 million net of tax from the $5 million investment in a convertible note offering of our key chipset supplier to support continued progress on our 5G chip. Net income in the second quarter may be negatively impacted from this investment if there is an unrealized loss based on the share price on June 30. So any future share price volatility will affect our net income in future quarters from mark to market adjustments to the fair value. Based on our substantial NOL positions, at the end of 2023, including $446 million in federal net operating losses and $377 million in state net operating losses, we had a net deferred income tax asset of $206 million at the end of the quarter. We did not expect to pay meaningful cash taxes through our five-year planning horizon. I'll now provide a status update on our FCC Reimbursement program. In the first quarter, we received $11.9 million in FCC grant funding and our program to date total received is $13.5 million. As of March 31, 2024, we recorded a $15.2 million receivable from the FCC, and we incurred $8.8 million in reimbursable spend during the quarter. This receivable is included in prepaid expenses and other current assets in our balance sheet with corresponding reductions to property and equipment inventory and contract assets and with a pickup in the income statement. Gogo's original one-year term to complete the FCC reimbursement program was set for July 21, 2024. However, we filed for our first six-month extension, which was granted by the FCC on March 29, extending the program completion deadline to January 21, 2025. In our application, we stated that we will need to have multiple extensions to complete the program and are planning to request the next extension in the fourth quarter. As a reminder of partial funding, we are forecasting that we will run out of reimbursement funds in late 2025 and will need to continue to spend money in support of the program through 2026, which is expected to negatively impact 2026 free cash flow. In the first quarter, we generated record free cash flow at $32.1 million, an increase from $20 million in the year-ago period and $28 million last quarter. Both the year-over-year and quarterly increases were primarily driven by FCC reimbursements from our rip-and-replace program this quarter, higher EBITDA, and lower cash interest. Now I'll turn to a discussion of our balance sheet. Gogo ended the quarter with $152.8 million in cash and short-term investments and $605 million in outstanding principal on our term loan, with our $100 million revolver remaining undrawn. Gogo's net leverage of 2.7x remained in line with our target range of 2.5x to 3x. As we previously mentioned, we have a hedge agreement in place and we currently have 87% of our loan hedged. The next step down in the hedge to $350 million occurs in July 2024 with an increase in strike rate from 0.75% to 1.25%. Our cash interest paid for the first quarter net of hedge cash flow was $7.7 million. Assuming no further debt pay down, the cash interest paid for 2024 net of hedge cash flow is expected to be approximately $34 million. Now let me provide a recap of Gogo's capital allocation priorities. First, maintaining adequate liquidity; second, continuing to invest in strategic opportunities to drive competitive positioning and financial value, including Gogo 5G and Galileo; third, maintaining an appropriate level of leverage for the economic environment with the target net leverage ratio of 2.5 to 3.5x; and finally, returning capital to shareholders. We have executed across all priorities with an authorization of up to $50 million for a share repurchase program our board of directors approved in September 2023. We continue to maintain a strong balance sheet and cash position while executing on our share repurchase program. As a reminder, Gogo repurchased approximately 480,000 shares for a total cost of approximately $4.8 million in the fourth quarter of 2023. In the first quarter of this year, Gogo repurchased approximately 1.1 million shares for a total cost of approximately $10.1 million. In April 2024, the company repurchased approximately 1.1 million shares for $9.3 million. We believe we are well-positioned to execute our product investment schedule, evaluate further debt pay downs, and opportunistically repurchase shares. Our flexibility to pay down further debt and return capital to shareholders should increase as our free cash flow ramps up in 2025. Now I'll turn to our financial outlook. We positively updated our 2024 financial guidance while reiterating our long-term targets. Importantly, note that our 2024 financial guidance and long-term financial targets do not reflect a potential delay in Gogo 5G beyond 2024. To the extent that we become aware of additional information about the timing of the Gogo 5G launch as the year progresses, we will determine whether to update this guidance during a regularly quarterly earnings announcements as appropriate. For our 2024 financial guidance, we continue to target 2024 revenue in the range of $410 million to $425 million, implying 5% overall growth with equipment revenue growing faster than service revenue. While we had better than expected equipment revenue for the quarter, it was mostly due to timing within the year. We continue to believe service revenue growth will be slower than the growth rate in 2023 as we project a significant number of upgrades from Classic to AVANCE driven by the FCC program; and while strategically important, it will dampen aircraft online growth. We now expect adjusted EBITDA at the high end of the previously guided range of $110 million to $125 million, reflecting operating expenses of approximately $33 million for strategic and operational initiatives, including Gogo 5G and Galileo. Our guidance also includes approximately $5 million in legal expenses tied to the SmartSky litigation. The increase in adjusted EBITDA guidance is mainly due to a shift in spend from OpEx to CapEx in our strategic programs and some OpEx savings realized in the first quarter. We expect 2024 CapEx to be approximately $45 million, which includes approximately $30 million for the strategic initiatives including Gogo 5G Galileo and the LTE network buildout. We anticipate free cash flow of $20 million to $40 million, which includes approximately $56 million of expected FCC spend, including non-reimbursable development spend and approximately $45 million in FCC reimbursements. Free cash flow guidance remains sustained despite an increase to adjusted EBITDA guidance, as there was a shift in spend from OpEx to CapEx and fluctuations in networking capital. Our long-term targets remain unchanged. We reiterate that we expect revenue growth at a compound annual growth rate of approximately 15% to 17% from 2023 through 2028, with Galileo materially contributing to the new beginning in 2025. We continue to expect annual adjusted EBITDA margin to be reaching 40% by 2028. Finally, we expect free cash flow in the range of $150 million to $200 million in 2025, which reflects increased EBITDA driven by revenue growth with the launch of 5G and Galileo and reduced engineering design and development OpEx and lower CapEx as investment in these strategic programs are completed and positive networking capital driven by inventory purchases and prepayments planned in 2024 for 2025 equipment shipments. This has not taken to account the effect of the FCC program. In conclusion, Gogo continues to perform well as we invest in the launches of Gogo 5G and Galileo. Our outlook illustrates the value creation potential for our customers and shareholders that we expect to unlock as we execute our strategy and invest in the strategic initiatives that we believe will extend and enhance our long-term growth. Before we open the call up for questions, I would like to join Oak in thanking the entire Gogo team for their hard work and dedication to our business and for providing unparalleled service for our customers.

Our first question comes from Scott Searle of Roth MKM.

Nice job on the quarter. Nice to see the continued progress on the Galileo front. Maybe just Jessi, quickly clarification on some of the financials. I think you had referenced and Oak had referenced permanent OpEx savings. I'm wondering if you could give us an idea about what that looks like. Also wanted to clarify, it sounds like there was the $400,000 step down in service revenue related to, I'll call it churning off smaller low-end customers. And what are you expecting in the guidance? So that $410 million to $425 million in the back half of this year for FCC rip-and-replace. And then I had a follow up.

So your first question with regards to some of the OpEx savings. So in the quarter we did have something, some of it was due to network and data center costs that came in lower than planned— that's real and realized; it's not a timing issue. We also do have some personnel savings. So in the quarter, it was around $3 million. And throughout the year, there will be some continued savings as well because there is some push out of expenses into 2025. What was your next question?

Yes, Scott, you had asked about the late year rip-and-replace impact?

The expectations for rip-and-replace this year, right? Because clearly it seems you had a great quarter as a related to equipment revenue. It seems like NetJets pulling forward. But what are you expecting in that $410 million to $425 million this year in terms of rip-and-replace contribution on the equipment front?

With regards to the upgrades you mean?

Yes.

Yes. So, I mean, this year is going to be a heavy year of upgrades. So that will contribute to our equipment shipments this year. We're seeing it obviously in Q1, but we will continue to see that through the year.

Okay, fair enough. And Oak, I'll dive in quickly on the 5G front. A little bit of a delay there. It seems like it was caught earlier. So that's the good news. Just general confidence level on that front. And there may be coupling with that. It seems like the dialogue and the tenor around Galileo has continued to get more and more positive. It has always been on or ahead of schedule, but now it seems like the market opportunities specifically for HDX and FDX are bigger than we would've expected 12 or 18 months ago. So I wonder if you could talk a little bit about how important that is relative to 5G and how that seems to be advancing and getting pulled forward?

Yes, I mean we've always spent more time talking about 5G because we've always asked about 5G more because it was always the next product launch and obviously a significant upgrade to our ATG networks in North America. So I think we've always felt that Galileo was probably the bigger opportunity in the end. And I think that the positive response we're getting from the market about it is very encouraging for us. And obviously, strategically it is a very important product in competing with Starlink as they enter in the market. So we're really excited about it. It's going to be a great product line and OEMs are very excited about it and the fleets are very excited about it. We're getting a lot of positive traction overseas, so we're very excited about it. We still think 5G has a very important role in our product line though because there's just a lot of medium-sized jets on down that only fly in North America that frankly are a little more cost conscious than other flyers. And they're not all that excited about putting on a more expensive satellite system. So for them 5G is going to be important. And we have commitments to OEMs and fleets and others who have already basically said they're going to buy the product. So we're not going to back off from 5G. It's still important to us. It is in a somewhat less competitive segment, I would say at the moment as well. So the time urgency maybe is not as great as it is for Galileo.

Our next question comes from the line of Simon Flannery of Morgan Stanley.

Just continuing on the Galileo opportunity. I think you'd said that you would ship the HDX terminals in Q4. So when do we start seeing service revenues out of Galileo? Is that really kind of Q1 where we start to see that? And then I think, Jessi, you mentioned the margin impact. Is it fair to think you're going to be looking at a service margin on reselling OneWeb in that kind of 50% range, and any color you could provide around that and how is that mostly usage-based or are there monthly commitments per plane and then something on the DXs there? Have we seen all the impact of that price increase, or do you think we could see more DX in Q2? And is it all principally the asset, the sale of aircraft, or are you seeing any competitive losses to Starlink or SmartSky or anything like that that's ticking up here?

So in terms of DX, I'll take that one first. I don't think we're going to see a lot more of that. We'll reserve judgment a little bit. It really all hit in February. The price increase and the minimums were implemented at the beginning of February. So I think that's going to be the bulk of that. In terms of competitive, we deep dived on that. We went and actually interviewed all of the customers who suspended in February. It was 50-some out of them. And only one had gone to competition. And that ironically was a jet that belonged to Davinci Jets, which is—I don't know if they're the owners anymore or the founders of SmartSky—and they actually didn't go to SmartSky, they went to KA Solution, so that was funny. So that's that. We don't think we're losing any aircraft from our install base to Starlink at this point. I think we do feel that there is some pressure on new sales from them right now as customers look at the Starlink system. And obviously, they are already out with theirs and we don't have our global system yet. So we feel a little pressure there. And we may have lost a few new sales there in the heavy jet market. Those would only be Globals, of course. Global expresses. We don't really see any pressure yet on the Gulfstream side because Gulfstream's been pretty negative about the Starlink STC for Gulfstream Aircraft. So that's all in heavy jets still at that point. And again, we haven't seen any losses there. Simon, now you have to go back and remind me of the beginning of your question.

It was on the Galileo revenue. I can answer that. So, I mean, the expectation is we're going to be having the equipment revenue, equipment shipments in Q1, and service revenue will be there in the second half, but it'll probably start to be a little bit more in the second quarter.

Okay. And margins?

Margins, we haven't commented on publicly. I would put it this way. We're taking an approach where we can sort of maintain flexibility because you never know where Starlink is going to go with pricing and we need to be prepared to with them. So to get sort of what I'll call for pricing flexibility, we probably have given up a bit of margin. And we expect to still have service margins that begin with a 7 through this planning horizon.

In total?

Yes, in total. And so we feel pretty good about the business but we're not going to come out with sort sharing margin projections until we come to market.

Yes, I noted it's going to be—I was just going to say, I've noted it's going to be lower than ATG, but still very strong healthy margin.

Understood. And does your system just work with OneWeb, or could you incorporate other providers of capacity like Kuiper down the road?

Yes, we can, and we designed our terminal to be portable from provider to provider. We expect that neo technology is going to develop a lot over the next 5 to 10 years. There are going to be other providers to come into the market. And our hope is that OneWeb continues to deliver a strong product and that their Gen 2 is a strong product. But we also need to be prepared to go elsewhere if it's better for our customers. So we designed the antenna, the terminal, we own the intellectual property for to be easily—once installed, it is very easily removed. You don't have to go back inside the airplane and remove the headliner and all that, can literally unscrew it from the outside and slap another version of it on quite simply. But the new version would have the right aperture for the new supplier and the right modem for the new supplier in it. And so we're very portable in terms of future direction.

Our next question comes from the line of Rick Prentice of Raymond James.

Couple of questions. First I want to go to the SmartSky litigation. I think the judge had made some rulings on some definitions and some other items. There were some reports out there that thought it was less favorable to you all. But just explain to us kind of where we're at on the lawsuit? How you view the judge's rulings or definitions? And I'll come back, like give my questions one at a time so you can handle them.

We appreciate that. Yes, that was what's called a Markman hearing, and that's where the judge rules on how the patents should be interpreted. We were pleased with how the judge ruled and it hasn't changed our view of what we think the outcome of the case is. However, I will say this in my short brutish business career, I've learned not to comment on litigation and my lawyers are encouraging me to stick with that. So I'll kind of leave our comments at that. There were just some articles or an article that went around by a writer who doesn't know much about patent and law, who kind of made it sound like we lost the whole case as a result of this ruling that's just not the case.

Okay. And any update to the timing?

The trial was supposed to be in April of 25 but now it looks like the judge is going to move that back, and she has not set a new date.

Second question is on the guidance. Jessi mentioned that some reduction in some of the projects. I think now $33 million previous guidance had $40 million in OpEx, I think in there. So some reduction in shift out in timing. Just want to make sure is some of that then moving into '25. But then also a little note in the press release that said, guidance and targets do not reflect a potential delay in Gogo 5G beyond '24, but then you kind of thought maybe the launch is pushed out a few months. I just want to reconcile both those if I could.

So on the timing part around 5G, we don't know right now if it'll still launch in Q4 of this year or early next year. We're working with our chipset supplier to get definitive dates. There's a process that the chip's going through now, sort of a validation integration process. And at the end of that, they should have a better idea of when they'll go into fabrication. Then there's an opportunity to perhaps accelerate some of the fabrication steps. So we're looking at that and when we know more, we'll tell the world more, but that's why we are not yet projecting or including in our guidance any delay.

Yes. And the point about the strategic spend decreasing, I think last quarter we had $40 million, and this quarter it's $33 million in total for the strategic initiatives. And a large driver of that is a shift around $5 million of spending from OpEx to CapEx. And then there was about a $2 million overall savings as well. So that's what's driving that reduction. And that's also why, because of that shift from OpEx to CapEx, you don't necessarily see any of that uplift flowing through to free cash flow.

Okay. And then just one more on that '24 guidance and the timing. If it does slip out from the fourth quarter, '24 into the early few months, push into '25, what items would be really affected on the guidance? Is it the equipment revenue? Could it lead to service revenues? Is it margin on EBITDA? What line items would we be watching in case?

Yes, so actually I think we noted this on the previous call. To be conservative, we did not factor in any 5G revenue in our guidance that we had provided. So revenue won't be impacted. It really will be on the OpEx side, there'll be a benefit because there could be some push out of spending potentially both for OpEx and CapEx.

So there's not really a downside risk there. There just could be some outside downside risks.

It's not a downside.

Yes, even though the project moves out, the revenues weren't expected anyway. Okay, that helps clarify that. And then Oak, I want to go back to Simon's question then also for my final one on the folks where the ARPU, the price increase, 4% price increase February, you think most of it was felt I think you said 80% of the DX were the hourly folks. So should we expect some normal course kind of deactivations as you're upgrading people to the advanced product? And is that why I think, Jess, you mentioned maybe some dampening of installs for a couple quarters here?

Well, you're going to see a lot of conversions, and they don't drive units online. They will drive some equipment revenue, right? But you're getting a lot of people upgrading from Classics this year to AVANCE platform as part of the LTE rip-and-replace program. So you'll see that. In terms of what's going on as the dealers right now, we've had good signs and bad signs. I mean, everybody's sort of gotten used to managing in a somewhat messed up supply chain world. And so I think the dealers are handling it better, customers are handling it better. We had a lot of DX in February. A lot of them have already come back, though, so that implies a little bit of shortening of the suspension periods. But though on the other side, there's still a lot of engine problems and engine parts problems that are extending some suspensions. So we're not getting out of our skis on projecting any change in deactivation and reactivation at this point. We'll watch what happens here over the next couple months and decide whether there's a permanent improvement or not.

And Rick, just to clarify, the 80% of the increase in deactivation we've had from quarter to quarter, not of the total deactivation.

Our next question comes from the line of Lance Vitanza of TD Cohen.

Congratulations on the quarter. I guess my question is, with respect to AOL having ticked lower a little bit, is this just sort of what we'd expect from we're in this pre-launch phase, whether it's 5G or Galileo? I assume that that new customers or new potential customers are waiting, right? And so similar to the run up to the launch of AVANCE a few years back, it's tough to get new people over the goal line. And is that dynamic in play right now? Are we still seeing that happen? And do we expect that, is that possibly an issue as we think about a further delay in 5G? Do we think that could actually pressure equipment sales not related to 5G, but could that pressure your existing sales going forward?

Yes, I mean, I think for a couple quarters we've been in a bit of a lull in the product cycle. And you see it in Apple watches, etc., the same thing where sales sort of slowdown of the old products as you move into new, much better products. What we've tried to do is make AVANCE L5 a natural stepping stone to 5G in Galileo. And that's working to some extent. I mean, we've obviously had great equipment sales of L5s this quarter, and all of that has been, well not all, but almost all of that has been people say, okay, great, I'll be ready to go to Galileo or 5G if I install that box because if you go into Galileo, you don't need to change the box. If you're going to 5G, you just replace the L5 with an exact replica form factor called the LX5, which has the 5G functionality in it. So they're both very easy upgrades, and that is working for us to some extent. And that was why we got the fleet pull through for NetJets, and that's where we got this acceleration of OEM orders. So we'll see if that persists. It would be nice if it did, but we're not counting on it right now, and we're not factoring that into our guidance at all.

And then the last one for me is just on the share repurchases and looking ahead you've got I guess most of the cash flow for the year has already come in. Does that suggest that we're sort of done with your share repurchases for the time being, or given that you have cash on the balance sheet, is that still something that we at least in theory could potentially see going forward as well?

I think it's something you could potentially see going forward. We've got a $50 million repurchase program approved by the Board. We have an investment committee that takes it $10 million at a time. We've spent about $25 million at this point.

Well, I mean, as you said, we're continuing to look at that, we'll assess the share price and that we'll look at that opportunistically but we also want to balance that with the head step down too and understanding whether or not we would pay down debt.

Yes. And the Board will look at whatever they think is best for shareholders, and that's the way we'll go.

Our final question comes from the line of Louie DiPalma of William Blair.

Oak, you indicated that you expect to begin shipping the HDX antenna in the fourth quarter. When should we expect the first STCs to be received? And will your STC schedule remain roughly a year behind Starlink's STC schedule in the business jet market, or do you expect to narrow that gap?

Well, we're better at getting STCs than they are, and so we'll get a lot of STCs in a hurry. And that's I noted the number that we're in work already in my script. You have to get to your first article, STC before you can get PMA. So I think I said we were going to get PMA in Q4, so we'll have our first article STC before that. And then we work hard with—know how to work with dealers on STCs so that they are ready to go when we are ready to go. And so we will have a lot of them pre-primed. And I would guess we'd have several, maybe even before the end of the fourth quarter, and certainly a lot of them in the first quarter next year. So this is one of the things we do really well. It's very peculiar to our little industry and it's something that Starlink is learning the hard way.

So you do expect to narrow the gap then?

Yes. And as far as 5G goes, I mean, we've been really smart about that whole STC program which is why there are so many aircraft in North America that will be covered almost immediately after we launch, because we've actually got first article STC and PMA on an LX5 box already with a 4G chip in it. So all we need to do with that to get those STCs kind of up and running immediately is substitute the 5G chip and do a minor modification to the STCs that are already done. And then those STCs—and those will get quite rapid FAA approval because if it's a minor audit, it's a week or two, and then we'll be ready to fly with 5G on a whole lot of planes too.

And another 2-parter along the same Starlink theme. There was a Bloomberg article about the Starlink service quality on a Delta Airlines trial that suffered from quality issues because of Starlink sharing their aviation network with the residential network in the channel. Are you hearing if that is a customer concern? And also on this Starlink theme, are you hearing whether the $2,000 per month price plan is resonating, and do customers think that is just introductory pricing similar to what Comcast Xfinity does, or do they think that's actually sustainable?

Let's start with the $2,000 plan. I mean, that's just a bucket plan, right? So you pay a minimum of $2,000 and then you pay another $100 per gig. We've got bucket plans; we know them well. What happens generally is that people go over the bucket and pay a lot more for the plan than they anticipated. And with these very powerful antennas like Starlink, and we are bringing out, you're going to consume a whole lot of data. So that first 20 gigs is going to go pretty quick. And people will end up spending a lot more than they planned. And owners in this space typically do not like spending more than they planned. So they opt for unlimited plans generally. So today, 80% of our aircraft are on unlimited or fleet plans, which are very similar to unlimited, and only 13% are on bucket plans. And also just given what we're projecting for usage, we think if people are on that plan, they'll actually spend more than the $10,000 for the unlimited. So that doesn't concern us very much, to be honest. And we'll have sort of aggressive plans like that too. But that doesn't mean that that's what the ARPU is, right? The ARPU is going to be a lot higher. Your other question Starlink contention, it is an issue. I mean, I've flown Starlink down the Eastern Seaboard. I got between 16 megabits per second and 135 megabits per second. It was still good. The latency improvement that we will have—and they have—makes a huge difference in your perception of speed, to be honest. So I'll give them credit for that. But there is for all of us, it depends on which Starlink satellite you get on, you could have a lot of contention or not. So it's a legitimate issue. But I think frankly, the real issues are not going to be around the service itself. I think the service will be good when it's available. The issues from my perspective are more around the equipment and what they're doing there. I mean, this market is a very sort of demanding market in a lot of ways. Equipment needs to be small because space is at a premium on business aircraft. It needs to be aerodynamic for safety and fuel consumption purposes. It needs to be ruggedized to withstand extreme vibration and temperature variations. It needs to be reliable, and it needs to be easy to install. And HDX and FDX actually check all those boxes. Starlink, which has taken a very different approach, right? They are taking consumer off-the-shelf products that they mass produce in order to keep the cost down for consumers and they're trying to move them into aero. And it doesn't work very well. They're hard to install. It's 39 inches wide, which will make it difficult to install on narrow diameter planes. By contrast, our HDX is 12 inches wide. It's easy to install on narrow diameter planes. It's 44 inches long; our FDX, which is our big one, is only 30 inches long. And that's important because when you're on the top of an aircraft, there's actually all kinds of other antennas and gear up there. And the more of that stuff you have to move in order to put an antenna on, the more expensive the install is. It's very complex to install. They've got like 39 pieces of equipment and 200 plus fasteners to attach their antenna to the plane. Our FDX has 12 pieces and 16 fasteners, or HDX has nine pieces and 14 fasteners. And they need to throw those numbers out there just to give you a sense of what we mean when we talk about complexity. They also have designed this thing in such a way that the FAA is requiring periodic maintenance. No other antenna in in-flight connectivity requires periodic maintenance. We build these things for the last 25, 30 years of the aircraft, and they never require maintenance. That maintenance will actually require owners to remove the headliner inside the aircraft, which can be, believe it or not, very complicated. On some planes, you actually have to take out the seats, take out the floor so you can get the side panels out to take the headliner down and then get into the fuselage inside the aircraft. And you're going to need to do that for periodic inspections. And you're also going to need to take the radar off for those inspections, and you're going to have to lubricate parts of this antenna. And that's unheard of in our space. So I could go on and on. I mean, they just have all kinds of crazy things because they're consumer off-the-shelf; they cannot survive outside the pressure vessel. Okay. So this equipment can't go from 130 degrees on the tarmac to minus 60 at 50,000 feet in 10 minutes. You can't withstand any of that. So you have to put all this stuff inside the pressure vessel, which is taking up room for luggage, seats, closet space, places to put your golf clubs, etc., etc. Obviously, we're ruggedized and we can be installed anywhere. You can put it inside the pressure vessel or outside the pressure vessel. And they also require a lot of different pieces of gear. Because they're made for a consumer, they are AC power; most business aviation is DC power, so you have to have a power converter, then you need a fan in order to cool all that, because that gets very hot, and most passengers don't like having a fan worrying in the cabin, etc., etc. So I can go on and on and on, but there's a lot of things that are kind of inconveniences, minor problems, but add it up. It's sort of like if you're going to pay about the same and the service is about the same, why would you put up with all those nuisances? And frankly, a higher total cost of ownership, with all the maintenance costs you're going to have at the end of the day and from a company you don't know is going to be in the business for the long term. And you could buy it from somebody who's been in it for 30 years, has great service, provides great support, same kind of product, and is going to be in the business.

You are very in the weeds on that.

Sadly, I could go a lot further in the weeds.

Yes. And one for Jessi. Jessi, if the 5G network is delayed, does that mean that some of the 5G costs that you're anticipating for the second half of this year will be pushed into 2025, and that would imply that you would raise your EBITDA guidance?

Well, so I said that we would evaluate once we understood the exact timing, but potentially, the impacts would be on OpEx and CapEx pushed out which would positively impact EBITDA and free cash flow. But the specific value of what that would be we don't know yet. And one of the things, I mean, Oak had talked about doing flight testing; we're continuing to do flight testing, so there still will be spending; it's just that particular milestones may get pushed out. So we'll have to evaluate that and come back.

And with those milestones, there would be the milestone payments and so that would be deferred, right?

That's right.

I would now like to turn the conference back to William Davis for closing remarks. Sir?

Thank you everyone for joining our first quarter earnings call. This concludes our call. You may disconnect.

This concludes today's conference call. Thank you for participating. You may now disconnect.