As previously disclosed in its Current Reports on Form 8-K filed on March 30, 2020 and April 29, 2020, Global
Eagle Entertainment Inc. (the “Company”) is relying on the order issued by the Securities and Exchange Commission on March 25, 2020 pursuant to Section 36 of the Securities Exchange Act of 1934, as amended (Release No. 34-88465, the “Order”) regarding exemptions granted to certain public companies in response to COVID-19 to delay the filing of its Annual Report on Form 10-K for the year ended December 31, 2019 (the “Annual Report”) and its definitive proxy statement for its 2020 annual meeting of stockholders (the “Proxy Statement”), including the
information required by Part III of Form 10-K that is to be incorporated by reference into the Annual Report. The COVID-19 pandemic has disrupted, and continues to
disrupt, the Company’s day-to-day activities, including limiting the Company’s access to facilities, as well as the day-to-day activities of the Company’s financial service providers. These disruptions have limited support from the Company’s staff and professional advisors. As a result, the Company is also
relying on the Order to delay the filing of its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (the “Quarterly Report”).
The Company anticipates that it will be able to file its Annual Report on or before May 14, 2020, its Proxy Statement on or before June 15, 2020 and
its Quarterly Report on or before June 29, 2020.
COVID-19 Risk Factors
In light of the current COVID-19 pandemic, the Company is supplementing the risk factors previously disclosed in its
most recent periodic reports filed with the SEC with the following risk factors:
The rapid spread of contagious illnesses could have a material
adverse effect on our business and results of operations.
The rapid spread of a contagious illness or pandemic (including COVID-19), or fear of such an event, has had and could in the future have a material adverse effect on the demand for worldwide travel and therefore have a material adverse effect on our business, our results of
operations and the profitability of our joint venture interests. As a result of the COVID-19 outbreak, most of our airline and cruise line customers have temporarily ceased and/or severely reduced operations
in certain markets. The spread of COVID-19 or associated strains has had, and could continue to have, a significant adverse impact on the demand for worldwide travel and, as a result, our financial results.
Moreover, travel restrictions and operational issues resulting from the rapid spread of contagious illnesses in parts of the world where we have significant operations may continue to have a material adverse effect on our business and results of
operations.
Our business is dependent on the travel industry and the competitive nature of that industry; it makes our business sensitive to
domestic and international economic conditions.
Our business is directly affected by the number of passengers flying on commercial airlines and
traveling on cruise ships, the financial condition of these airlines and cruise lines, and the general availability of travel and related economic conditions around the world. If demand for air or maritime travel declines, the number of aircraft and
flights shrink or the travel industry is severely disrupted, the number of passengers available to use our Connectivity and Media & Content offerings will be reduced, which will have a material adverse effect on our financial condition and
prospects. High unemployment rates, reduced consumer and business spending, U.S. and global recessionary concerns, pandemics and terrorism may adversely affect the travel and mobility markets. A general reduction or shift in discretionary spending
can result in decreased demand for leisure and business travel and lead to a reduction in the number of airline flights or cruise lines offered, the number of passengers flying or taking cruises and the willingness of airlines and cruise lines to
commit to spending funds on items such as our Connectivity and Media & Content offerings.
Many of our airline and maritime customers operate in
intensely competitive environments. These competitive circumstances could cause one or more of our customers to reduce expenditures on passenger and guest services, including our Connectivity and Media & Content services, which could have a
material adverse effect on our business prospects and financial condition.