Acquisition of Satcom Direct (Tables)

12 Months Ended

Dec. 31, 2025

Schedule of Closing fair value of the Acquisition Consideration

The following table summarizes the fair value of the Acquisition Consideration at Closing (in thousands):


Estimated Aggregate Acquisition Consideration
Share consideration
Common Stock issued per the Purchase Agreement		5,000
Share price on December 2, 2024		8.10
Stock Consideration	$	40,500

Cash Consideration	$	346,900
Settlement of pre-existing relationship	$	393
Estimated fair value of Earnout Consideration	$	60,100
Fair value of estimated aggregate Acquisition Consideration	$	447,893

Schedule of Fair Values of Assets Acquired and Liabilities Assumed

The following table summarizes the fair values of assets acquired and liabilities assumed as of the Closing based on the purchase price allocation and measurement period adjustments (in thousands):


Aggregate Purchase Price Allocation
Fair value of estimated total Acquisition Consideration	$	447,893
Assets acquired
Cash and cash equivalents	$	12,563
Accounts receivable, net of allowances		67,703
Inventories		18,353
Prepaid expenses and other current assets		13,348
Assets held for sale		16,625
Property and equipment, net		26,847
Intangible assets, net		213,300
Operating lease right-of-use assets		3,202
Other non-current assets, net of allowances		5,601
Deferred income taxes		1,367
Total assets acquired	$	378,909
Liabilities assumed
Accounts payable		62,814
Accrued liabilities		19,918
Deferred revenue		25,790
Non-current operating lease liabilities		2,706
Other non-current liabilities		12,355
Total liabilities assumed	$	123,583
Net assets acquired	$	255,326
Goodwill	$	192,567

Schedule of Components of Intangible Assets Acquired

The following table summarizes the key information underlying identifiable finite lived intangible assets related to the Satcom Direct acquisition (in thousands):


	Weighted Average Estimated Useful Life (In Years)		Estimated Fair Value
Software		8	$	55,200
Service customer relationships		5		144,600
OEM customer relationships		8		10,300
Tradename		5		3,200
Total intangible assets				213,300

Schedule of Unaudited Proforma Consolidated Revenues and Net Income


	For the Year Ended December 31,
(in thousands)	2024		2023
Total revenue	$	897,284	$	845,177
Net income	$	17,579	$	140,196

- Definition

Tabular disclosure of business combination. Includes, but is not limited to, recognized asset and liability.

+ References + Details

Gogo Inc. 10-K