Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 01, 2016 | Jun. 30, 2015 | |
Document and Entity Information | |||
Entity Registrant Name | BOINGO WIRELESS INC | ||
Entity Central Index Key | 1,169,988 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 298,970,014 | ||
Entity Common Stock, Shares Outstanding | 37,443,601 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 14,718 | $ 8,849 |
Marketable securities | 0 | 1,614 |
Accounts receivable, net | 43,552 | 27,917 |
Prepaid expenses and other current assets | 3,876 | 3,916 |
Total current assets | 62,146 | 42,296 |
Property and equipment, net | 214,500 | 111,772 |
Goodwill | 42,403 | 42,403 |
Intangible assets, net | 16,055 | 19,676 |
Other assets | 5,908 | 2,468 |
Total assets | 341,012 | 218,615 |
Current liabilities: | ||
Accounts payable | 29,376 | 4,004 |
Accrued expenses and other liabilities | 36,328 | 26,109 |
Deferred revenue | 25,759 | 25,488 |
Current portion of long-term debt | 875 | 875 |
Current portion of capital leases | 1,610 | 309 |
Total current liabilities | 93,948 | 56,785 |
Deferred revenue, net of current portion | 106,825 | 27,267 |
Long-term debt | 16,750 | 2,625 |
Long-term portion of capital leases | 2,217 | 381 |
Deferred tax liabilities | 2,965 | 2,645 |
Other liabilities | 6,272 | 1,482 |
Total liabilities | $ 228,977 | $ 91,185 |
Commitments and contingencies (Note 13) | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 5,000 shares authorized; no shares issued and outstanding | ||
Common stock, $0.0001 par value; 100,000 shares authorized; 37,325 and 36,267 shares issued and outstanding for 2015 and 2014, respectively | $ 4 | $ 4 |
Additional paid-in capital | 197,612 | 189,725 |
Accumulated deficit | (85,176) | (62,884) |
Accumulated other comprehensive loss | (1,160) | (443) |
Total common stockholders' equity | 111,280 | 126,402 |
Non-controlling interests | 755 | 1,028 |
Total stockholders' equity | 112,035 | 127,430 |
Total liabilities and stockholders' equity | $ 341,012 | $ 218,615 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Consolidated Balance Sheets | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000 | 5,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000 | 100,000 |
Common stock, shares issued | 37,325 | 36,267 |
Common stock, shares outstanding | 37,325 | 36,267 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Consolidated Statements of Operations | |||
Revenue | $ 139,626 | $ 119,297 | $ 106,746 |
Costs and operating expenses: | |||
Network access | 62,988 | 59,411 | 47,245 |
Network operations | 33,537 | 25,475 | 18,402 |
Development and technology | 19,147 | 14,879 | 11,432 |
Selling and marketing | 19,653 | 16,382 | 14,244 |
General and administrative | 22,356 | 17,460 | 15,067 |
Amortization of intangible assets | 3,576 | 3,716 | 2,250 |
Total costs and operating expenses | 161,257 | 137,323 | 108,640 |
Loss from operations | (21,631) | (18,026) | (1,894) |
Interest and other (expense) income, net | (66) | (41) | 37 |
Loss before income taxes | (21,697) | (18,067) | (1,857) |
Income tax expense | 481 | 700 | 1,461 |
Net loss | (22,178) | (18,767) | (3,318) |
Net income attributable to non-controlling interests | 114 | 754 | 650 |
Net loss attributable to common stockholders | $ (22,292) | $ (19,521) | $ (3,968) |
Net loss per share attributable to common stockholders: | |||
Basic (in dollars per share) | $ (0.60) | $ (0.55) | $ (0.11) |
Diluted (in dollars per share) | $ (0.60) | $ (0.55) | $ (0.11) |
Weighted average shares used in computing net loss per share attributable to common stockholders: | |||
Basic (in shares) | 36,849 | 35,753 | 35,578 |
Diluted (in shares) | 36,849 | 35,753 | 35,578 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Consolidated Statements of Comprehensive Income (Loss) | |||
Net loss | $ (22,178) | $ (18,767) | $ (3,318) |
Other comprehensive loss, net of tax | |||
Foreign currency translation adjustments | (604) | (411) | 0 |
Comprehensive loss | (22,782) | (19,178) | (3,318) |
Comprehensive income attributable to non-controlling interest | 227 | 786 | 650 |
Comprehensive loss attributable to common stockholders | $ (23,009) | $ (19,964) | $ (3,968) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Non-controlling Interests | Total |
Balance at Dec. 31, 2012 | $ 4 | $ 178,219 | $ (34,547) | $ 823 | $ 144,499 | |
Balance (in shares) at Dec. 31, 2012 | 35,483,000 | |||||
Issuance of common stock under stock incentive plans | 599 | 599 | ||||
Issuance of common stock under stock incentive plans (in shares) | 465,000 | |||||
Repurchase and retirement of common stock | (4,848) | $ (4,848) | ||||
Repurchase and retirement of common stock (in shares) | (722,000) | (722,000) | ||||
Stock-based compensation expense | 4,506 | $ 4,506 | ||||
Deficient tax benefits from stock-based compensation | (397) | (397) | ||||
Non-controlling interests distributions | (608) | (608) | ||||
Net loss | (3,968) | 650 | (3,318) | |||
Balance at Dec. 31, 2013 | $ 4 | 182,927 | (43,363) | 865 | 140,433 | |
Balance (in shares) at Dec. 31, 2013 | 35,226,000 | |||||
Issuance of common stock under stock incentive plans | 1,158 | 1,158 | ||||
Issuance of common stock under stock incentive plans (in shares) | 1,041,000 | |||||
Shares withheld for taxes | (1,922) | (1,922) | ||||
Stock-based compensation expense | 7,562 | 7,562 | ||||
Non-controlling interests distributions | (623) | (623) | ||||
Net loss | (19,521) | 754 | (18,767) | |||
Other comprehensive loss | $ (443) | 32 | (411) | |||
Balance at Dec. 31, 2014 | $ 4 | 189,725 | (62,884) | (443) | 1,028 | $ 127,430 |
Balance (in shares) at Dec. 31, 2014 | 36,267,000 | 36,267,000 | ||||
Issuance of common stock under stock incentive plans | 1,373 | $ 1,373 | ||||
Issuance of common stock under stock incentive plans (in shares) | 1,058,000 | |||||
Shares withheld for taxes | (2,512) | (2,512) | ||||
Stock-based compensation expense | 10,176 | 10,176 | ||||
Purchase of non-controlling interests | (1,150) | (1,150) | ||||
Non-controlling interests distributions | (500) | (500) | ||||
Net loss | (22,292) | 114 | (22,178) | |||
Other comprehensive loss | (717) | 113 | (604) | |||
Balance at Dec. 31, 2015 | $ 4 | $ 197,612 | $ (85,176) | $ (1,160) | $ 755 | $ 112,035 |
Balance (in shares) at Dec. 31, 2015 | 37,325,000 | 37,325,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities | |||
Net loss | $ (22,178) | $ (18,767) | $ (3,318) |
Adjustments to reconcile net loss including non-controlling interests to net cash provided by operating activities: | |||
Depreciation and amortization of property and equipment | 38,293 | 27,446 | 18,940 |
Amortization of intangible assets | 3,576 | 3,716 | 2,250 |
Impairment loss | 242 | 959 | 0 |
Stock-based compensation | 9,398 | 7,164 | 4,506 |
Excess tax benefits from stock-based compensation | 0 | 0 | (55) |
Change in fair value of contingent consideration | (114) | (811) | (367) |
Change in deferred income taxes | 320 | 468 | 1,615 |
Changes in operating assets and liabilities, net of effect of acquisition: | |||
Accounts receivable | (15,746) | (11,392) | (2,403) |
Prepaid expenses and other assets | (3,459) | (1,935) | 1,648 |
Accounts payable | 3,845 | (2,252) | (242) |
Accrued expenses and other liabilities | 4,569 | 4,739 | (1,307) |
Deferred revenue | 79,829 | 11,872 | (596) |
Net cash provided by operating activities | 98,575 | 21,207 | 20,671 |
Cash flows from investing activities | |||
Decrease in restricted cash | 0 | 545 | 0 |
Purchases of marketable securities | 0 | (27,163) | (33,430) |
Proceeds from sales of marketable securities | 1,614 | 58,511 | 42,026 |
Purchases of property and equipment | (103,116) | (70,945) | (29,500) |
Payments for business acquisitions, net of cash acquired | 0 | (147) | (19,459) |
Other | 0 | 0 | (40) |
Net cash used in investing activities | (101,502) | (39,199) | (40,403) |
Cash flows from financing activities | |||
Proceeds from credit facility | 20,000 | 3,500 | 0 |
Principal payments on debt | (5,875) | 0 | 0 |
Debt issuance costs | (62) | (711) | 0 |
Proceeds from exercise of stock options | 1,373 | 1,158 | 614 |
Repurchase and retirement of common stock | 0 | 0 | (4,848) |
Excess tax benefits from stock-based compensation | 0 | 0 | 55 |
Payments of capital leases and notes payable | (814) | (627) | (187) |
Payments of acquired notes payable and financed liabilities | 0 | 0 | (6,079) |
Payment of holdback consideration | (1,600) | 0 | 0 |
Payment of other acquisition related consideration | (17) | (1,255) | 0 |
Payments of withholding tax on net issuance of restricted stock units | (2,512) | (1,922) | (15) |
Payments to non-controlling interest | (500) | (623) | (608) |
Purchase of non-controlling interests | (1,150) | 0 | 0 |
Net cash provided by (used in) financing activities | 8,843 | (480) | (11,068) |
Effect of exchange rates on cash | (47) | (17) | 0 |
Net decrease in cash and cash equivalents | 5,869 | (18,489) | (30,800) |
Cash and cash equivalents at beginning of year | 8,849 | 27,338 | 58,138 |
Cash and cash equivalents at end of year | 14,718 | 8,849 | 27,338 |
Supplemental disclosure of cash flow information | |||
Cash paid for interest | 347 | 33 | 32 |
Cash paid (received) for taxes, net of refunds | 62 | (53) | 96 |
Supplemental disclosure of non-cash investing and financing activities | |||
Property and equipment costs in accounts payable, accrued expenses and other liabilities | 45,417 | 11,647 | 10,283 |
Acquisition of equipment under capital lease | 3,839 | 361 | 0 |
Assets acquired in business acquisition | 0 | 0 | 39,794 |
Liabilities assumed in business acquisition | $ 0 | $ 0 | $ 16,151 |
The business
The business | 12 Months Ended |
Dec. 31, 2015 | |
The business | |
The business | 1. The business Boingo Wireless, Inc. and its subsidiaries (collectively "we, "us", "our" or "the Company") is a leading global provider of wireless connectivity solutions for smartphones, tablets, laptops, wearables, internet of things ("IoT") and other wireless-enabled consumer devices. Boingo Wireless, Inc. was incorporated in April 16, 2001 in the State of Delaware. We have a diverse monetization model that enables us to generate revenues from wholesale partnerships, retail sales, and advertising across these wireless networks. Wholesale offerings include Wi-Fi roaming, value-added services, private label Wi-Fi, location based services, and distributed antenna systems ("DAS") or femto-cells, which are cellular extension networks. Retail products include Wi-Fi subscriptions and day passes that provide access to more than 1.5 million commercial hotspots worldwide, and broadband and TV services for troops living in Army, Air Force and Marines bases. Advertising revenue is driven by Wi-Fi sponsorships at airports, hotels, cafes and restaurants, and public spaces. Our customers include some of the world's largest carriers, telecommunications service providers and global consumer brands, as well as Internet savvy consumers on the go and troops stationed at military bases. |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2015 | |
Summary of significant accounting policies | |
Summary of significant accounting policies | 2. Summary of significant accounting policies Basis of presentation and consolidation Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The accompanying consolidated financial statements include our accounts and the accounts of our majority owned subsidiaries. We consolidate our 70% ownership of Chicago Concourse Development Group, LLC and our 75% ownership of Boingo Holding Participacoes Ltda. in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 810, Consolidation . Other parties' interests in consolidated entities are reported as non-controlling interests. All intercompany balances and transactions have been eliminated in consolidation. Prior to August 4, 2015, we had a 70% ownership of Concourse Communications Detroit, LLC. On August 4, 2015, we purchased the remaining 30% ownership interest from the non-controlling interest owners for $1,150. We accounted for this transaction as an acquisition of the remaining interest of an entity that had already been majority-owned by the Company. The purchase resulted in a reduction to additional paid-in capital of $1,150 representing excess purchase price over the carrying amount of the non-controlling interests. Prior to this purchase, we had a controlling interest in this subsidiary, and therefore, this subsidiary had been and will continue to be consolidated with the Company's operations. We early adopted FASB Accounting Standards Update, ("ASU") 2015-17, Balance Sheet Classification of Deferred Taxes , on a retrospective basis as of December 31, 2015. As a result of this adoption, the consolidated balance sheet as of December 31, 2014 has been revised to reflect reclassifications of $787 from current deferred tax assets to noncurrent deferred tax liabilities. During the year ended December 31, 2013, the Company recorded certain out-of-period adjustments that decreased net loss attributable to common stockholders by $217. The impact of these out-of-period adjustments is not considered material, individually and in the aggregate, to any of the current or prior annual periods. Use of estimates The preparation of accompanying consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the accompanying consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Assets and liabilities which are subject to significant judgment and the use of estimates include the allowance for doubtful accounts, recoverability of goodwill and long-lived assets, valuation allowances with respect to deferred tax assets, uncertain tax positions, useful lives associated with property and equipment, valuation and useful lives of intangible assets, valuation of contingent consideration, and the valuation and assumptions underlying stock-based compensation and other equity instruments. On an ongoing basis, we evaluate our estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities. Concentrations of credit risk Financial instruments that potentially subject us to significant concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities and accounts receivable. We maintain our cash and cash equivalents and marketable securities with institutions with high credit ratings. We extend credit based upon the evaluation of the customer's financial condition and generally collateral is not required. We maintain an allowance for doubtful accounts based upon expected collectability of accounts receivable. We primarily estimate our allowance for doubtful accounts based on a specific review of significant outstanding accounts receivable. For the years ended December 31, 2015 and 2014, one customer accounted for 17% and 15% of total revenue, respectively. For the year ended December 31, 2013, two customers each accounted for 14% of total revenue. At December 31, 2015, four customers accounted for 28%, 19%, 19% and 10% of the total accounts receivable, respectively. At December 31, 2014, two customers accounted for 30% and 17% of the total accounts receivable, respectively. Cash and cash equivalents Cash and cash equivalents include highly liquid investments that are readily convertible into known amounts of cash with original maturities of three months or less when acquired. At December 31, 2015 and 2014, cash equivalents consisted of money market funds. Marketable securities Our marketable securities consist of available-for-sale securities with original maturities exceeding three months. In accordance with FASB ASC 320, Investments—Debt and Equity Securities , we have classified securities, which have readily determinable fair values and are highly liquid, as short-term because such securities are expected to be realized within a one-year period. At December 31, 2015 and 2014, we had $0 and $1,614, respectively, in marketable securities. Marketable securities are reported at fair value with the related unrealized gains and losses reported as other comprehensive income (loss) until realized or until a determination is made that an other-than-temporary decline in market value has occurred. No significant unrealized gains and losses have been reported during the years presented. Factors considered by us in assessing whether an other-than-temporary impairment has occurred include the nature of the investment, whether the decline in fair value is attributable to specific adverse conditions affecting the investment, the financial condition of the investee, the severity and the duration of the impairment and whether we have the ability to hold the investment to maturity. When it is determined that an other-than-temporary impairment has occurred, the investment is written down to its market value at the end of the period in which it is determined that an other-than-temporary decline has occurred. The cost of marketable securities sold is based upon the specific identification method. Any realized gains or losses on the sale of investments are reflected as a component of interest and other (expense) income, net. For the years ended December 31, 2015, 2014 and 2013, we had no significant realized or unrealized gains or losses from investments in marketable securities classified as available-for-sale. As of December 31, 2015 and 2014, we had no unrealized gains or losses in accumulated other comprehensive income (loss). Fair value of financial instruments Fair value is defined as the price that would be received from selling an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, we consider the principal or most advantageous market in which it would transact, and we consider assumptions that market participants would use when pricing the asset or liability. The accounting guidance for fair value measurement also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows: · Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. · Level 2—Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly. · Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amount reflected in the accompanying consolidated balance sheets for cash and cash equivalents, restricted cash, marketable securities, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and other liabilities approximates fair value due to the short-term nature of these financial instruments. Business combinations The results of businesses acquired in a business combination are included in the Company's consolidated financial statements from the date of the acquisition. Purchase accounting results in assets and liabilities of an acquired business being recorded at their estimated fair values on the acquisition date. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. The Company performs valuations of assets acquired and liabilities assumed from a business acquisition and will allocate the purchase price to its respective net tangible and intangible assets. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, estimates of future revenues and cash flows, discount rates, royalty rates and selection of comparable companies. The Company engages the assistance of valuation specialists in concluding on fair value measurements in connection with fair values of assets and liabilities assumed in a business combination. Transaction costs associated with business combinations are expensed as incurred, and are included in general and administrative expenses in the consolidated statements of operations. There were no transaction costs for the years ended December 31, 2015 and 2014. Transaction cost for the year ended December 31, 2013 was $354. Property and equipment Property and equipment are generally stated at historical cost, less accumulated depreciation and amortization. The Company's cost basis includes property and equipment acquired in business combinations that were initially recorded at fair value as of the date of acquisition. Maintenance and repairs are charged to expense as incurred and the cost of additions and betterments that increase the useful lives of the assets are capitalized. Depreciation and amortization is computed over the estimated useful lives of the related asset type using the straight-line method. The estimated useful lives for property and equipment are as follows: Software 2 to 5 years Computer equipment 2 to 5 years Furniture, fixtures and office equipment 3 to 5 years Leasehold improvements The shorter of the estimated useful life or the remaining term of the agreements, generally ranging from 2 to 15 years Leasehold improvements are principally comprised of network equipment located at various managed and operated locations, primarily airports, under exclusive, long-term, non-cancelable contracts to provide wireless communication network access. Equipment and software under capital lease We lease certain data communications equipment, other equipment and software under capital lease agreements. The assets and liabilities under capital lease are recorded at the lesser of the present value of aggregate future minimum lease payments, including estimated bargain purchase options, or the fair value of the asset under lease. Assets under capital lease are depreciated using the straight-line method over the estimated useful lives of the assets or the term of the lease agreements. Software development costs We capitalize costs associated with software developed or obtained for internal use when the preliminary project stage is completed and it is determined that the software will provide significantly enhanced capabilities and modifications. These capitalized costs are included in property and equipment and include external direct cost of services procured in developing or obtaining internal-use software and personnel and related expenses for employees who are directly associated with, and who devote time to internal-use software projects. Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended use. Once the software is ready for its intended use, the costs are amortized over the useful life of the software. Post-configuration training and maintenance costs are expensed as incurred. Long-lived assets Intangible assets consist of acquired venue contracts, technology, advertiser relationships, non-compete agreements and patents and trademarks. We record intangible assets at fair value as of the date of acquisition and amortize these finite-lived assets over the shorter of the contractual life or the estimated useful life on a straight-line basis. We estimate the useful lives of acquired intangible assets based on factors that include the planned use of each acquired intangible asset, the expected pattern of future cash flows to be derived from each acquired intangible asset and contractual periods specified in the related agreements. As such, we account for each of the venue contracts individually. We include amortization of acquired intangibles in amortization of intangible assets in the accompanying consolidated statements of operations. We perform an impairment review of long-lived assets held and used whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors we consider important that could trigger an impairment review include, but are not limited to: significant under-performance relative to projected future operating results, significant changes in the manner of our use of the acquired assets or our overall business and product strategies and significant industry or economic trends. When we determine that the carrying value of a long-lived asset may not be recoverable based upon the existence of one or more of these indicators, we determine the recoverability by comparing the carrying amount of the asset to net future undiscounted cash flows that the asset is expected to generate or other indices of fair value. We would then recognize an impairment charge equal to the amount by which the carrying amount exceeds the fair market value of the asset. Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in connection with the acquisition of Concourse Communication Group, LLC in June 2006, Cloud 9 Wireless, Inc. in August 2012, Endeka Group, Inc. in February 2013, and Electronic Media Systems, Inc. and Advanced Wireless Group, LLC in October 2013. We test goodwill for impairment in accordance with guidance provided by FASB ASC 350, Intangibles—Goodwill and Other ("ASC 350"). Goodwill is tested for impairment at least annually at the reporting unit level or whenever events or changes in circumstances indicate that goodwill might be impaired. Events or changes in circumstances which could trigger an impairment review include a significant adverse change in legal factors or in the business climate, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, significant changes in the manner of our use of the acquired assets or the strategy for our overall business, significant negative industry or economic trends, or significant underperformance relative to expected historical or projected future results of operations. We perform our impairment test annually as of December 31st. Entities have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in FASB ASC 350. If, after assessing qualitative factors, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. If deemed necessary, a two-step test is used to identify the potential impairment and to measure the amount of goodwill impairment, if any. The first step is to compare the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill is considered not impaired; otherwise, there is an indication that goodwill may be impaired and the amount of the loss, if any, is measured by performing step two. Under step two, the impairment loss, if any, is measured by comparing the implied fair value of the reporting unit goodwill with the carrying amount of goodwill. Currently, we have one reporting unit, one operating segment and one reportable segment. At December 31, 2015 and 2014, all of the goodwill was attributed to our reporting unit. We tested our goodwill for impairment using a market based approach and no impairment was identified as the fair value of our reporting unit was substantially in excess of its carrying amount. To date, we have not recorded any goodwill impairment charges. Revenue recognition We generate revenue from several sources including: (i) retail and military customers under subscription plans for month-to-month network access that automatically renew, and retail and military single-use access from sales of hourly, daily or other single-use access plans, (ii) DAS customers that are telecom operators under long-term contracts for access to our DAS at our managed and operated locations, (iii) arrangements with wholesale Wi-Fi customers that provide software licensing, network access, and/or professional services fees, and (iv) display advertisements and sponsorships on our walled garden sign-in pages. Software licensed by our wholesale platform services customers can only be used during the term of the service arrangements and has no utility to them upon termination of the service arrangement. We recognize revenue when an arrangement exists, services have been rendered, fees are fixed or determinable, no significant obligations remain related to the earned fees and collection of the related receivable is reasonably assured. Revenue is presented net of any sales and value added taxes. Subscription fees from retail and military customers are paid monthly in advance and revenue is deferred for the portions of monthly recurring subscription fees collected in advance. We provide refunds for our retail and military services on a case-by-case basis. These amounts are not significant and are recorded as contra-revenue in the period the refunds are made. Subscription fee revenue is recognized ratably over the subscription period. Revenue generated from retail and military single-use access is recognized when access is provided. Revenue generated from access to our DAS networks consists of build-out fees and recurring access fees under certain long-term contracts with telecom operators. Build-out fees paid upfront are generally deferred and recognized ratably over the term of the estimated customer relationship period, once the build-out is complete. Periodically, we install and sell Wi-Fi and DAS networks to customers where we do not have service contracts or remaining obligations beyond the installation of those networks and we recognize build-out fees for such projects as revenue when the installation work is completed and the network has been accepted by the customer. Minimum monthly access fees for usage of the DAS networks are non-cancellable and generally escalate on an annual basis. These minimum monthly access fees are recognized ratably over the term of the telecom operator agreement. The initial term of our contracts with telecom operators generally range from five to twenty years and the agreements generally contain renewal clauses. Revenue from DAS network access fees in excess of the monthly minimums is recognized when earned. Services provided to wholesale Wi-Fi partners generally contain several elements including: (i) a term license to use our software to access our Wi-Fi network, (ii) access fees for Wi-Fi network usage, and/or (iii) professional services for software integration and customization and to maintain the Wi-Fi service. The term license, monthly minimum network access fees and professional services are billed on a monthly basis based upon predetermined fixed rates. Once the term license for integration and customization are delivered, the fees from the arrangement are recognized ratably over the remaining term of the service arrangement. The initial term of the license agreements is generally between one to five years and the agreements generally contain renewal clauses. Revenue for Wi-Fi network access fees in excess of the monthly minimum amounts is recognized when earned. All elements within existing service arrangements are generally delivered and earned concurrently throughout the term of the respective service arrangement. In instances where the minimum monthly Wi-Fi and DAS network access fees escalate over the term of the wholesale service arrangement, an unbilled receivable is recognized when performance is within our control and when we have reasonable assurance that the unbilled receivable balance will be collected. We adopted the provisions of ASU 2009-13, Revenue Recognition (Topic 605)—Multiple-Deliverable Revenue Arrangements ("ASU 2009-13"), on a prospective basis on January 1, 2011. For multiple-deliverable arrangements entered into prior to January 1, 2011 that are accounted for under ASC 605-25, Revenue Recognition—Multiple-Deliverable Revenue Arrangements , we defer recognition of revenue for the full arrangement and recognize all revenue ratably over the wholesale service period for Wi-Fi platform service arrangements and the term of the estimated customer relationship period for DAS arrangements, as we do not have evidence of fair value for the undelivered elements in the arrangement. For multiple-deliverable arrangements entered into or materially modified after January 1, 2011 that are accounted for under ASC 605-25, we evaluate whether or not separate units of accounting exist and then allocate the arrangement consideration to all units of accounting based on the relative selling price method using estimated selling prices if vendor specific objective evidence and third party evidence is not available. We recognize the revenue associated with the separate units of accounting upon completion of such services or ratably over the wholesale service period for Wi-Fi platform service arrangements and the term of the estimated customer relationship period for DAS arrangements. Advertising revenue is generated from advertisements on our managed and operated or partner networks. In determining whether an arrangement exists, we ensure that a binding arrangement is in place, such as a standard insertion order or a fully executed customer-specific agreement. Obligations pursuant to our advertising revenue arrangements typically include a minimum number of units or the satisfaction of certain performance criteria. Advertising and other revenue is recognized when the services are performed. Foreign currency translation Our Brazilian subsidiary uses the Brazilian Real as its functional currency. Assets and liabilities of our Brazilian subsidiary are translated to U.S. dollars at period-end rates of exchange, and revenues and expenses are translated at average exchange rates prevailing for each month. The resulting translation adjustments are made directly to a separate component of other comprehensive loss, which is reflected in stockholders' equity in our consolidated balance sheets. As of December 31, 2015 and December 31, 2014, the Company had $(1,160) and $(443), respectively, of cumulative foreign currency translation adjustments, net of tax, which was $0 as of December 31, 2015 and December 31, 2014 due to the full valuation allowance established against our deferred tax assets, in accumulated other comprehensive loss. Some of our subsidiaries also enter into transactions and have monetary assets and liabilities that are denominated in a currency other than the entities' respective functional currencies. Gains and losses from the revaluation of foreign currency transactions and monetary assets and liabilities are included in the consolidated statements of operations. Network access Network access costs consist primarily of revenue share payments to venue owners where our managed and operated hotspots are located, usage-based fees to our roaming network partners for access to their networks, depreciation of equipment related to network build-out projects in our managed and operated locations, and bandwidth and other Internet connectivity expenses in our managed and operated locations. Advertising, marketing and promotion costs Advertising production costs are expensed the first time the advertisement is run. No advertising production costs were capitalized for the years ended December 31, 2015, 2014 and 2013. All other costs of advertising, marketing and promotion are expensed as incurred. Advertising expenses charged to operations totaled $1,703, $1,350 and $2,302 for the years ended December 31, 2015, 2014 and 2013, respectively. Stock-based compensation Our stock-based compensation consists of stock options, and restricted stock units ("RSU") granted to employees and non-employees. We have shifted our stock-based compensation from stock options to RSUs and no stock options were granted in 2015. We recognize stock-based compensation expense in accordance with guidance provided by FASB ASC 718, Compensation—Stock Compensation ("ASC 718"). We measure employee stock-based compensation cost at grant date, based on the estimated fair value of the award and recognize the cost on a straight-line basis, net of estimated forfeitures, over the employee requisite service period. We estimate the fair value of stock options using a Black-Scholes option pricing model. The model requires input of assumptions regarding expected term, expected volatility, dividend yield, and a risk- free interest rate. The weighted average assumptions that were used to calculate the grant date fair value of our employee stock option grants for the following periods are as follows: December 31, 2014 2013 Expected term (years) Expected volatility % % Risk-free interest rate % % Dividend yield % % The expected term of employee stock options represents the weighted-average period that the stock options are expected to remain outstanding. In estimating the expected term for options granted to employees, we applied the simplified method from the Security Exchange Commission ("SEC") Staff Accounting Bulletin ("SAB") Topic 14, Share-Based Payment ("SAB Topic 14"), where options are granted at-the-money. Where options were not granted at-the-money, the expected term of employee stock options represents the weighted-average period that the stock options are expected to remain outstanding and is calculated based upon actual historical exercise and post-vesting cancellations, adjusted for expected future exercise behavior. We determined the fair value of common stock underlying the stock option awards by reference to third party sales of our common stock. We determined the expected volatility assumption using the frequency of daily historical prices of comparable public companies' common stock for a period equal to the expected term of the options in accordance with guidance in ASC 718 and SAB Topic 14. We will continue to monitor peer companies and other relevant factors, including our volatility after there is enough history, used to measure expected volatility for future stock option grants. The risk-free interest rate assumption is based upon observed interest rates on the United States government securities appropriate for the expected term of our employee stock options. The dividend yield assumption is based on our history and expectation of dividend payouts for which no cash dividends have been declared or paid on our common stock, and for which none are anticipated in the foreseeable future. As stock-based compensation expense recognized in our accompanying consolidated statements of operations is based on awards ultimately expected to vest, the amount has been reduced for estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures were estimated based on our historical experience and future expectations. Compensation expense for non-employee stock-based awards is recognized in accordance with ASC 718 and FASB ASC 505, Equity . Stock option awards issued to non-employees are accounted for at fair value using the Black-Scholes option pricing model. Management believes that the fair value of the stock options is more reliably measured than the fair value of the services received. We record compensation expense based on the then-current fair value of the stock options at each financial reporting date. Compensation recorded during the service period is adjusted in subsequent periods for changes in the stock options' fair value until the earlier of the date at which the non-employee's performance is complete or a performance commitment is reached, which is generally when the stock award vests. Income taxes We account for income taxes in accordance with FASB ASC 740, Accounting for Income Taxes ("ASC 740 "), which requires the recognition of deferred tax assets and liabilities for the future consequences of events that have been recognized in our accompanying consolidated financial statements or tax returns. The measurement of the deferred items is based on enacted tax laws. In the event the future consequences of differences between financial reporting bases and the tax bases of our assets and liabilities result in a deferred tax asset, ASC 740 requires an evaluation of the probability of being able to realize the future benefits indicated by such asset. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion or the entire deferred tax asset will not be realized. As part of the process of preparing our accompanying consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. We also assess temporary differences resulting from differing treatment of items, such as deferred revenue, for tax and accounting differences. We record a valuation allowance to reduce the deferred tax assets to the amount of future tax benefit that is more likely than not to be realized. We have classified our deferred tax assets and liabilities as noncurrent on the consolidated balance sheet as of December 31, 2015 and 2014 as we have early adopted ASU 2015-17, Balance Sheet Classification of Deferred Taxes, on a retrospective basis. ASC 740 prescribes a recognition threshold and measurement methodology to recognize and measure an income tax position taken, or expected to be taken, in a tax return. The evaluation of a tax position is based on a two-step approach. The first step requires an entity to evaluate whether the tax position would "more likely than not" be sustained upon examination by the appropriate taxing authority. The second step requires the tax position be measured at the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement. In addition, previously recognized benefits from tax positions that no longer meet the new criteria would no longer be recognized. Changes in recognition or measurement are reflected in the period in which the change occurs. Non-controlling interests Non-controlling interests are comprised of minority holdings in Chicago Concourse Development Group, LLC ("CCDG") and Boingo Holding Participacoes Ltda ("BHPL"). Under the terms of the LLC agreement for CCDG, we are generally required to distribute annually to the CCDG non-controlling interest holders 30% of allocated net profits less capital expenditures of the preceding year. For the years ended December 31, 2015, 2014 and 2013, we made distributions of $500, $623 and $560, respectively, to non-controlling interest |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2015 | |
Acquisitions | |
Acquisitions | 3. Acquisitions Electronic Media Systems, Inc. and Advanced Wireless Group, LLC On October 31, 2013, we acquired all outstanding stock of Electronic Media Systems, Inc. and all membership interests in its subsidiary, Advanced Wireless Group, LLC, not otherwise owned by Electronic Media Systems, Inc. such that we are now the beneficial owner of all membership interests of Advanced Wireless Group, LLC (collectively, "AWG"). AWG operated public Wi-Fi in seventeen U.S. airports including Los Angeles International, Charlotte/Douglas International, Miami International, Minneapolis-St. Paul International, Detroit Metropolitan Airport, and Boston's Logan International. We have included the operating results of AWG in our consolidated financial statements since the date of acquisition. The acquisition has been accounted for under the acquisition method of accounting in accordance with FASB ASC 805, Business Combinations. As such, the assets acquired and liabilities assumed were recorded at their acquisition-date fair values. The total purchase price was $17,527, which includes cash paid at closing, net equity adjustments, holdback consideration to be paid and the fair value of additional contingent consideration that would be due and payable upon the successful extension of a specified airport Wi-Fi contract. On July 29, 2014, we paid $147 to the previous AWG shareholders as settlement for the net equity adjustments that were not finalized as of the acquisition date. The fair value of the contingent consideration is based on Level 3 inputs, which are discussed in Note 9. Further changes in the fair value of the contingent consideration are recorded through operating (loss) income. On July 29, 2014, we paid the contingent consideration in the amount of $1,000 to the previous AWG shareholders. We allocated the excess of the purchase price over the fair value of assets acquired and liabilities assumed to goodwill, which is primarily not deductible for tax purposes. The goodwill arising from the AWG acquisition was attributable primarily to expected synergies and other benefits, including the acquired workforce, from combining AWG with us. The contingent consideration was valued at the date of acquisition using a discount rate of 3.1%. The identifiable intangible assets were primarily valued using the excess earnings, relief from royalty, with-and-without and replacement cost methods using discount rates ranging from 12.0% to 14.0% and royalty rates of 0.5%. During the year ended December 31, 2014, we finalized our purchase price allocation, which was preliminary as of December 31, 2013 due to estimated net equity adjustments and the filing of AWG's final short period 2013 tax returns, both of which impacted the final purchase price allocation. As these purchase accounting adjustments were finalized during the measurement period, we retrospectively adjusted the provisional amounts recognized at the acquisition date to reflect the new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. As a result, goodwill decreased by $28, accrued expenses increased by $147, and accumulated deficit increased by $175 as of December 31, 2013. The increase in accumulated deficit was the result of the valuation allowance that was established by the Company against its deferred tax assets as of December 31, 2013. The final purchase price allocation resulted in a $175 decrease in deferred tax liabilities and goodwill; accordingly, the Company had to increase the valuation allowance for deferred tax assets by $175, resulting in additional deferred tax expense for the year ended December 31, 2013. The amortizable intangible assets were being amortized straight-line over their estimated useful lives. The following summarizes the final purchase price allocation: Estimated Fair Value Weighted Average Estimated Useful Life (years) Consideration: Cash paid $ Net equity adjustments Holdback consideration Contingent consideration ​ ​ ​ ​ ​ ​ ​ ​ Total consideration $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Recognized amounts of identifiable assets acquired and liabilities assumed: Cash $ Restricted cash Accounts receivable Other current assets Property and equipment Accounts payable ) Accrued expenses ) Other current liabilities ) Capital lease obligations ) Other non-current liabilities ) Deferred tax liabilities ) ​ ​ ​ ​ ​ ​ ​ ​ Net tangible liabilities acquired ) Existing contracts and relationships Technology Trademark and tradename Non-compete agreement Goodwill ​ ​ ​ ​ ​ ​ ​ ​ Total purchase price $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ During the year ended December 31, 2015, we paid the holdback consideration in the amount of $1,600 to the previous AWG shareholders. Endeka Group, Inc. On February 22, 2013, we acquired all outstanding stock of Endeka Group, Inc. ("Endeka"). Endeka is a provider of commercial wireless broadband and IPTV services at certain military bases, as well as Wi-Fi services to certain federal law enforcement training facilities. We acquired Endeka because Endeka's portfolio of venues and management team are natural additions to our managed network business. We have included the operating results of Endeka in our consolidated financial statements since the date of acquisition. The acquisition has been accounted for under the acquisition method of accounting in accordance with FASB ASC 805. As such, the assets acquired and liabilities assumed are recorded at their acquisition-date fair values. The total purchase price was $6,498, which includes cash paid at closing, holdback consideration to be paid and the fair value of additional contingent consideration comprised of two components: (i) a payment ("Build Payment") if the amount of the capital expenditures incurred for the substantial completion of a specified build project is less than a target; and (ii) a payment ("Milestone Payment") based on revenue generated by certain contracts in fiscal year 2014. There is no maximum to the contingent consideration payments for the Milestone Payment. We will not make any payments associated with the Build Payment. The Milestone Payment in the amount of $17 was paid in March 2015. The fair value of the contingent consideration is based on Level 3 inputs. Further changes in the fair value of the contingent consideration were recorded through operating (loss) income. We allocated the excess of the purchase price over the fair value of assets acquired and liabilities assumed to goodwill, which is not deductible for tax purposes. The goodwill arising from our acquisition of Endeka was attributable primarily to expected synergies and other benefits, including the acquired workforce. The contingent consideration was valued at the date of acquisition using a discounted cash flow method with probability weighted cash flows and a discount rate of 50.5%. The identifiable intangible assets were primarily valued using the excess earnings, relief from royalty, and replacement cost methods using discount rates ranging from 40.0% to 50.0% and royalty rates ranging from 0.5% to 1.5%, where applicable. The amortizable intangible assets were being amortized straight-line over their estimated useful lives. The following summarizes the final purchase price allocation: Estimated Fair Value Estimated Useful Life (years) Consideration: Cash paid $ Holdback consideration Contingent consideration ​ ​ ​ ​ ​ ​ ​ ​ Total consideration $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Recognized amounts of identifiable assets acquired and liabilities assumed: Cash $ Other current assets Property and equipment Other assets Accounts payable ) Other current liabilities ) Notes payable and financed liabilities ) Deferred tax liabilities ) ​ ​ ​ ​ ​ ​ ​ ​ Net tangible liabilities acquired ) Existing contracts and relationships Technology Trademark and tradename Non-compete agreement Other intangibles Goodwill ​ ​ ​ ​ ​ ​ ​ ​ Total purchase price $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ During the year ended December 31, 2014, we paid the holdback consideration in the amount of $275 to the previous Endeka shareholders. Pro forma results (Unaudited) The following table presents the unaudited pro forma results of the Company for the year ended December 31, 2013 as if the acquisitions of Endeka and AWG had occurred during the year ended December 31, 2012. These results were not intended to reflect the actual operations of the Company had the acquisition occurred during the year ended December 31, 2012. We did not record any incremental income taxes for pro forma net loss because we established a valuation allowance in 2013. Revenue $ Net loss $ ) |
Cash and cash equivalents and m
Cash and cash equivalents and marketable securities | 12 Months Ended |
Dec. 31, 2015 | |
Cash and cash equivalents | |
Cash and cash equivalents and marketable securities | 4. Cash and cash equivalents and marketable securities Cash and cash equivalents, and marketable securities consisted of the following: December 31, 2015 2014 Cash and cash equivalents: Cash $ $ Money market accounts ​ ​ ​ ​ ​ ​ ​ ​ Total cash and cash equivalents $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Short-term marketable securities: Marketable securities $ — $ ​ ​ ​ ​ ​ ​ ​ ​ Total short-term marketable securities $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ All contractual maturities of marketable securities were less than one year at December 31, 2014. These consist primarily of corporate securities which include commercial paper and corporate debt instruments including notes issued by foreign or domestic corporations which pay in U.S. dollars and carry a rating of A or better. For the years ended December 31, 2015, 2014 and 2013, interest income was $66, $114 and $181, respectively, which is included in interest and other (expense) income, net in the accompanying consolidated statements of operations. |
Accounts receivables, net and o
Accounts receivables, net and other receivables | 12 Months Ended |
Dec. 31, 2015 | |
Accounts receivables, net and other receivables | |
Accounts receivables, net and other receivables | 5. Accounts receivables, net and other receivables Accounts receivable, net of allowances for doubtful accounts and other receivables consisted of the following: December 31, 2015 2014 Trade receivables, net of allowances $ $ Unbilled access fees Unbilled platform service arrangements ​ ​ ​ ​ ​ ​ ​ ​ Accounts receivable, net $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unbilled access fees $ $ Unbilled platform service arrangements — ​ ​ ​ ​ ​ ​ ​ ​ Non-current other receivables $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Access fees are recorded under long-term contracts with our wholesale partners that are telecom operators for access to our DAS at our managed and operated locations. Platform service fees are recorded under long-term contracts with our wholesale partners. These access and platform service fees escalate on an annual basis from which we receive fixed contractual payments and recognize revenue ratably over the term of the contracts. Included in accounts receivables, net for the periods indicated was the allowance for doubtful accounts, which consisted of the following: Allowance for Doubtful Accounts Balance, December 31, 2012 $ Additions charged to operations Deductions from reserves, net ) ​ ​ ​ ​ ​ Balance, December 31, 2013 Additions charged to operations Deductions from reserves, net ) ​ ​ ​ ​ ​ Balance, December 31, 2014 Additions charged to operations Deductions from reserves, net ) ​ ​ ​ ​ ​ Balance, December 31, 2015 $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Accrued expenses and other liab
Accrued expenses and other liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Accrued expenses and other liabilities | |
Accrued expenses and other liabilities | 6. Accrued expenses and other liabilities Accrued expenses and other liabilities consisted of the following: December 31, 2015 2014 Salaries and wages $ $ Revenue share Accrued partner network Accrued for construction in progress Settlement liabilities — Accrued professional fees Accrued taxes Deferred rent Holdback liabilities — Contingent consideration — Other ​ ​ ​ ​ ​ ​ ​ ​ Total accrued expenses and other liabilities $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Property and equipment
Property and equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property and equipment | |
Property and equipment | 7. Property and equipment The following is a summary of property and equipment, at cost less accumulated depreciation and amortization: December 31, 2015 2014 Leasehold improvements $ $ Construction in progress Software Computer equipment Furniture, fixtures and office equipment ​ ​ ​ ​ ​ ​ ​ ​ Total property and equipment Less: accumulated depreciation and amortization ) ) ​ ​ ​ ​ ​ ​ ​ ​ Total property and equipment, net $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Included in property and equipment at December 31, 2015 and 2014 was equipment acquired under capital leases totaling $5,080 and $1,209, respectively, and related accumulated depreciation and amortization of $932 and $300, respectively. Depreciation and amortization expense, which includes depreciation and amortization for property and equipment under capital leases, is allocated as follows on the accompanying consolidated statements of operations: For the Years Ended December 31, 2015 2014 2013 Network access $ $ $ Network operations Development and technology General and administrative ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total depreciation and amortization of property and equipment $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ During the year ended December 31, 2015, the company recognized $215 of impairment losses primarily related to build-out projects that were abandoned. During the year ended December 31, 2014, the Company recognized $406 of impairment losses related to a change in the use of certain software developed for internal use that indicated that the carrying value of those assets will not be recoverable, and $494 of net impairment losses related to a venue termination agreement that resulted in the abandonment of our Wi-Fi network assets and the release of the corresponding capital lease obligations associated with those assets. The impairment charges for internal use software and abandoned Wi-Fi network assets are included within development and technology expenses and general and administrative expenses, respectively, in the accompanying consolidated statements of operations. |
Intangible assets
Intangible assets | 12 Months Ended |
Dec. 31, 2015 | |
Intangible assets | |
Intangible assets | 8. Intangible assets The following table sets forth the changes in our intangible assets balance, for all periods presented: Intangible Assets Balance, December 31, 2013 $ Amortization expense ) Impairment loss ) ​ ​ ​ ​ ​ Balance, December 31, 2014 Amortization expense ) Impairment loss ) ​ ​ ​ ​ ​ Balance, December 31, 2015 $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ During 2015, we recorded impairment losses for the termination of a contract and certain patent applications that we abandoned. During 2014, we recorded impairment losses for certain patent applications that we abandoned. Intangible assets at December 31, 2015 consist of the following: Historical Cost Accumulated Amortization Net Venue contracts $ $ ) $ Non-compete agreements ) Technology ) Advertiser relationships ) Patents, trademarks and other ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Intangible assets at December 31, 2014 consist of the following: Historical Cost Accumulated Amortization Net Venue contracts $ $ ) $ Non-compete agreements ) Technology ) Advertiser relationships ) Patents, trademarks and other ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The decrease in our intangible assets cost and accumulated amortization balances from 2014 to 2015 related to the write-off of intangible assets that were impaired as well as intangible assets that have expired. Amortization expense for fiscal years 2016 through 2020 and thereafter is as follows: Year Amortization Expense 2016 $ 2017 2018 2019 2020 Thereafter ​ ​ ​ ​ ​ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Fair value measurement
Fair value measurement | 12 Months Ended |
Dec. 31, 2015 | |
Fair value measurement | |
Fair value measurement | 9. Fair value measurement The following table sets forth our financial assets that are measured at fair value on a recurring basis: At December 31, 2015 Level 1 Level 2 Level 3 Total Assets: Money market accounts $ $ — $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets $ $ — $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At December 31, 2014 Level 1 Level 2 Level 3 Total Assets: Money market accounts $ $ — $ — $ Marketable securities — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets $ $ $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: Contingent consideration $ — $ — $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total liabilities $ — $ — $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Our marketable securities utilize Level 2 inputs and consist primarily of corporate securities which include commercial paper and corporate debt instruments including notes issued by foreign or domestic corporations which pay in U.S. dollars and carry a rating of A or better. We have evaluated the various types of securities in our investment portfolio to determine an appropriate fair value hierarchy level based upon trading activity and the observability of market inputs. Due to variations in trading volumes and the lack of quoted market prices in active markets, our fixed maturities are classified as Level 2 securities. The fair value of our fixed maturity marketable securities is derived through the use of a third party pricing source using recent reported trades for identical or similar securities, making adjustments through the reporting date based upon available market observable data. The Company used the income approach to value the contingent consideration. The contingent consideration used a discounted cash flow method with probability weighted cash flows for Endeka. The following table presents a reconciliation of the beginning and ending amounts related to the fair value of contingent consideration categorized as Level 3: Beginning balance, January 1, 2014 $ Payment of contingent consideration ) Change in fair value ) ​ ​ ​ ​ ​ Balance, December 31, 2014 Payment of contingent consideration ) Change in fair value ) ​ ​ ​ ​ ​ Balance, December 31, 2015 $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Stockholders' equity
Stockholders' equity | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' equity | |
Stockholders' equity | 10. Stockholders' equity At December 31, 2015 and 2014, we are authorized to issue up to 100,000,000 shares of common stock. We are required to reserve and keep available out of our authorized but unissued shares of common stock such number of shares sufficient to effect the exercise of all outstanding common stock warrants, plus shares granted and available for grant under our Amended and Restated 2001 Stock Incentive Plan (the "2001 Plan") and 2011 Equity Incentive Plan (the "2011 Plan"). The amount of such shares of common stock reserved for these purposes is as follows: December 31, 2015 December 31, 2014 (in thousands) Outstanding stock options under the 2001 Plan Outstanding stock options under the 2011 Plan Outstanding RSUs under the 2011 Plan Shares available for grant under the 2011 Plan ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Credit Facility
Credit Facility | 12 Months Ended |
Dec. 31, 2015 | |
Credit Facility | |
Credit Facility | 11. Credit Facility On November 21, 2014, we entered into a Credit Agreement (the "Credit Agreement") and related agreements with Bank of America, N.A. acting as agent for lenders named therein, including Bank of America, N.A. and Silicon Valley Bank (the "Lenders"), for a secured credit facility in the form of a revolving line of credit in the initial amount of up to $46,500, with an option to increase the available amount to $86,500 upon the satisfaction of certain conditions (the "Revolving Line of Credit") and a term loan of $3,500 (the "Term Loan" and together with the Revolving Line of Credit, the "Credit Facility"). We may use borrowings under the Credit Facility for general working capital and corporate purposes. In general, amounts borrowed under the Credit Facility are secured by a lien against all of our assets, with certain exclusions. As of December 31, 2015 and 2014, $15,000 and $0, respectively, was outstanding under the Revolving Line of Credit. Amounts outstanding under the Revolving Line of Credit are classified within long-term debt in our consolidated balance sheet as of December 31, 2015 as we do not expect to repay the outstanding debt in the next twelve-month period. The Revolving Line of Credit requires quarterly payments of interest and matures on November 21, 2018, but may be prepaid in whole or part at any time. Amounts borrowed under the Revolving Line of Credit and Term Loan will bear, at the Company's election, a variable interest at LIBOR plus 2.5% - 3.5% or Lender's Prime Rate plus 1.5% - 2.5% per year and we will pay a fee of 0.375% - 0.5% per year on any unused portion of the Revolving Line of Credit. As of December 31, 2015, $2,625 was outstanding under the Term Loan at a rate of 3.3%. The Term Loan requires quarterly payments of interest and principal, amortizing fully over the four-year-term such that it is repaid in full on the maturity date of November 21, 2018, but may be prepaid in whole or part at any time. Repayment of amounts borrowed under the Credit Facility may be accelerated in the event that we are in violation of the representations, warranties and covenants made in the Credit Agreement, including certain financial covenants set forth therein, and under other specified default events including, but not limited to, non-payment or inability to pay debt, breach of cross default provisions, insolvency provisions, and change of control. Principal payments due under our Term Loan for fiscal years 2016 through 2018 is as follows: Year Principal Payments 2016 $ 2017 2018 ​ ​ ​ ​ ​ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The Company is subject to customary financial and non-financial covenants, including a minimum quarterly consolidated leverage ratio, a maximum quarterly consolidated fixed charge coverage ratio, and monthly liquidity minimums. The Company was in compliance with all financial covenants as of December 31, 2015. The Company incurred debt issuance costs of $711 in November 2014 and an additional $62 in August 2015. Debt issuance costs are amortized on a straight-line basis over the term of the Credit Facility. Amortization expense related to debt issuance costs are included in interest and other (expense) income in the accompanying consolidated statements of operations for the years ended December 31, 2015 and 2014. Amortization and interest expense capitalized amounted to $648 for the year ended December 31, 2015. Amortization and interest expense recorded amounted to $34 for the year ended December 31, 2014. Interest rates for our Credit Facility for the year ended December 31, 2015 ranged from 2.67% to 3.33%. Amortization expense for our debt issuance costs for fiscal years 2016 through 2018 is as follows: Year Amortization Expense 2016 $ 2017 2018 ​ ​ ​ ​ ​ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2015 and 2014, the carrying amount reflected in the accompanying consolidated balance sheets for the current portion of long-term debt and long-term debt approximates fair value (Level 2) based on the variable nature of the interest rates and lack of significant change in our credit risk. |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income taxes | |
Income taxes | 12. Income taxes The income tax expense (benefit) by jurisdiction consists of the following for the years ended December 31: 2015 2014 2013 U.S. federal: Current $ $ $ ) Deferred ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total U.S. federal $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. state and local: Current $ $ $ Deferred ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total U.S. state and local $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income taxes differ from the amounts computed by applying the U.S. federal income tax rate to pretax income before income taxes as a result of the following for the years ended December 31: 2015 2014 2013 Federal statutory rate % % % State and local ) Foreign rate differential ) ) ) Stock options ) ) ) Non-controlling interests Valuation allowance ) ) ) Transaction costs — — ) Purchase price adjustments — — Revaluation of deferred tax assets — — Uncertain tax positions ) ) ) Return to provision — Other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income taxes )% )% )% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ We have a foreign subsidiary in the United Kingdom, which has generated losses since inception resulting in a $1,528 deferred tax asset with a corresponding valuation allowance as of December 31, 2015. We also have a majority owned foreign subsidiary in Brazil, which has generated losses since inception resulting in a $476 deferred tax assets with a corresponding valuation allowance as of December 31, 2015. Foreign loss before income taxes was $1,381, $1,251, and $559 for 2015, 2014, and 2013, respectively. Deferred income tax reflects the tax effects of temporary differences that gave rise to significant portions of our deferred tax assets and liabilities and consisted of the following for the years ended December 31, 2015 and 2014, respectively: 2015 2014 Deferred tax assets: Net operating loss carryforwards $ $ Outside basis differences for U.S. partnerships Stock options Deferred revenue Deferred compensation State taxes Other Valuation allowance ) ) ​ ​ ​ ​ ​ ​ ​ ​ Net deferred tax assets Deferred tax liabilities: Intangible assets ) ) Property and equipment ) ) ​ ​ ​ ​ ​ ​ ​ ​ Net deferred tax liabilities ) ) ​ ​ ​ ​ ​ ​ ​ ​ Net deferred taxes $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. As of December 31, 2015 and 2014, we had federal net operating loss carryforwards of approximately $55,278 and $35,555, respectively, state net operating loss carryforwards of approximately $68,614 and $55,457, respectively, and foreign net operating loss carryforwards of $9,042 and $7,661, respectively. The federal net operating loss carryforwards will begin to expire in 2025, and our foreign net operating loss carryforwards have an indefinite life. Our state net operating loss carryforwards are principally related to California net operating losses and will begin to expire in 2016. Our ability to utilize certain of our net operating loss carryforwards may be limited in the event that a change in ownership, as defined in the Internal Revenue Code, occurs in the future. The following table sets forth the changes in the valuation allowance, for all periods presented: Valuation Allowance Balance, December 31, 2012 $ Additions charged to operations Decrease credited to operations — ​ ​ ​ ​ ​ Balance, December 31, 2013 Additions charged to operations Decrease credited to operations — ​ ​ ​ ​ ​ Balance, December 31, 2014 Additions charged to operations Decrease credited to operations — ​ ​ ​ ​ ​ Balance, December 31, 2015 $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ During the year ended December 31, 2013, we recorded a $2,432 increase in our valuation allowance on our federal deferred tax assets, primarily due to changes in our expectations regarding our ability to realize these deferred tax assets. This resulted from a determination that it was more likely than not that certain federal net deferred tax assets would not be realized. We won some significant new contracts for the build out of broadband and IPTV networks for troops stationed on military bases that require us to make investments and incur losses in advance of experiencing any direct benefit from them including generation of revenues. In reaching the determination of the valuation allowance, we have evaluated all significant available positive and negative evidence including, but not limited to, our three year cumulative results, trends in our business, expected future results and the character, amount and expiration periods of our net deferred tax assets. The underlying assumptions we used in forecasting future income required significant judgment and took into account our recent performance. During 2013 we realized excess windfall tax benefits of approximately $55 from stock option exercises. These benefits decreased income taxes payable and were recorded as an increase to additional paid-in capital in the accompanying consolidated balance sheets. In accordance with the reporting requirements under ASC 718, we did not include excess windfall tax benefits resulting from stock option exercises as components of our gross deferred tax assets and corresponding valuation allowance disclosures, as tax attributes related to those windfall tax benefits should not be recognized until they result in a reduction of taxes payable. The tax effected amount of gross unrealized net operating loss carryforwards excluded under ASC 718 was approximately $6,933 at December 31, 2015. When realized, those excess windfall tax benefits are credited to additional paid-in capital. We recognized interest and penalties related to income tax matters in income taxes which were not material during the years ended December 31, 2015, 2014, and 2013. We identify, evaluate and measure all uncertain tax positions taken or to be taken on tax returns and record liabilities for the amount of these positions that may not be sustained, or may only partially be sustained, upon examination by the relevant taxing authorities. Although we believe that our estimates and judgments were reasonable, actual results may differ from these estimates. Some or all of these judgments are subject to review by the taxing authorities. As of December 31, 2015 and 2014, we had $363 and $459 in uncertain tax positions, respectively, $84 and $106, respectively, of which is a reduction to deferred tax assets, which is presented net of uncertain tax positions, in the accompanying consolidated balance sheets. We accrue interest and penalties related to unrecognized tax benefits as a component of income taxes. As of December 31, 2015 and 2014, we have accrued $50 and $67 for related interest, net of federal income tax benefits, and penalties recorded in income tax expense on our consolidated statements of operations, respectively. The amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate at December 31, 2015 was $229. A reconciliation of our unrecognized tax benefits, excluding interest and penalties, is as follows: Uncertain Tax Positions Balance, December 31, 2013 $ Additions for current period tax positions — ​ ​ ​ ​ ​ Balance, December 31, 2014 Additions for current period tax positions — Effective settlement during the current period ) ​ ​ ​ ​ ​ Balance, December 31, 2015 $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Our annual income taxes and the determination of the resulting deferred tax assets and liabilities involve a significant amount of judgment. Our judgments, assumptions and estimates relative to current income taxes take into account current tax laws, their interpretation of current tax laws and possible outcomes of current and future audits conducted by foreign and domestic tax authorities. We operate within federal, state and international taxing jurisdictions and are subject to audit in these jurisdictions. These audits can involve complex issues which may require an extended period of time to resolve. We are subject to taxation in the United States and in various states. Our tax years 2012 and forward are subject to examination by the IRS and our tax years 2011 and forward are subject to examination by material state jurisdictions. However, due to prior year loss carryovers, the IRS and state tax authorities may examine any tax years for which the carryovers are used to offset future taxable income. |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and contingencies | |
Commitments and contingencies | 13. Commitments and contingencies Capital and operating leases We lease space in managed and operated locations, primarily airports, under exclusive long-term, non-cancellable contracts to provide Wi-Fi connectivity and cellular phone access to our DAS network. Our leases generally contain initial terms that range up to twenty years. The agreements generally contain renewal clauses and may include escalation clauses. Minimum rent expense is recorded on a straight-line basis over the term of the lease. Rent expense related to our leases for the years ended December 31, 2015, 2014 and 2013 was $25,099, $29,434 and $20,234, respectively. We lease equipment, primarily data communication equipment and database software under non-cancellable capital leases that will expire over the next three years. The leases are collateralized by the equipment under the lease. Interest expense associated with the capital leases for the years ended December 31, 2015, 2014 and 2013 was $58, $33 and $15, respectively. We also lease office space under non-cancellable operating leases and our long-term office leases may include escalation clauses, rent holidays, and/or leasehold improvement incentives. Rent expense for our leases of office facilities, which is recorded on a straight-line basis over the term of the lease, for the years ended December 31, 2015, 2014 and 2013 was $2,995, $1,621 and $1,227, respectively. Included in rent expense for the years ended December 31, 2015, 2014 and 2013 was sublease income of $13, $27 and $54, respectively. Future minimum lease obligations under non-cancellable operating and capital leases at December 31, 2015 are as follows: Years ended December 31, Capital Leases Operating Leases and Venue Guarantees 2016 $ $ 2017 2018 2019 — 2020 — Thereafter — ​ ​ ​ ​ ​ ​ ​ ​ Minimum lease payments $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less: Amounts representing interest ranging from 2.4% to 7.7% ) ​ ​ ​ ​ ​ ​ ​ ​ Minimum lease payments $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current portion $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-current portion $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Letters of credit We have entered into Letter of Credit Authorization agreements (collectively, "Letters of Credit"), which are issued under our Credit Agreement. The Letters of Credit are irrevocable and serve as performance guarantees that will allow our customers to draw upon the available funds if we are in default. As of December 31, 2015, we have Letters of Credit totaling $3,643 that are scheduled to expire over the next eleven-month period. There have been no drafts drawn under these Letters of Credit as of December 31, 2015. Legal proceedings From time to time, we may be subject to claims, suits, investigations and proceedings arising out of the normal course of business. We are not currently a party to any litigation that we believe could have a material adverse effect on our business, financial position, results of operations or cash flows. Legal costs are expensed as incurred. Indemnification Indemnification provisions in our third-party service provider agreements provide that we will indemnify, hold harmless, and reimburse the indemnified parties on a case-by-case basis for losses suffered or incurred by the indemnified parties in connection with any claim by any third party as a result of our website, advertising, marketing, payment processing, collection or customer service activities. The maximum potential amount of future payments we could be required to make under these indemnification provisions is undeterminable. We have never paid a claim, nor have we been sued in connection with these indemnification provisions. At December 31, 2015 and 2014, we have not accrued a liability for these guarantees, because the likelihood of incurring a payment obligation in connection with these guarantees is not probable. Employment contracts As of December 31, 2015, we have entered into employment contracts with nine of our officers. These contracts generally provide for severance benefits, including salary continuation, if employment is terminated by us without cause or by the officer for good reason. In addition, in order to assure that they would continue to provide independent leadership consistent with our best interests in the event of an actual or threatened change in control, the contract also generally provides for certain protections in the event of such a change in control. These protections include the payment of certain severance benefits, including salary continuation, upon the termination of employment following a change in control. Other matters We have received a claim from one of our venue partners with respect to contractual terms on our revenue share payments. The claim asserts that we have underpaid revenue share payments and related interest by approximately $4,600. We believe this claim to be without merit and plan to defend against such claim. As of December 31, 2015, we have accrued for the probable and estimable losses that have been incurred. We are not currently a party to any other claims that we believe could have a material adverse effect on our business, financial position, results of operations or cash flows. |
Stock repurchases
Stock repurchases | 12 Months Ended |
Dec. 31, 2015 | |
Stock repurchases | |
Stock repurchases | 14. Stock repurchases On April 1, 2013, the Company approved a stock repurchase program to repurchase up to $10,000 of the Company's common stock in the open market, exclusive of any commissions, markups or expenses. The stock repurchased will be retired and will resume the status of authorized but unissued shares of common stock. The Company did not repurchase any of our common stock during the year ended December 31, 2014 and 2015. During the year ended December 31, 2013, we repurchased and retired approximately 722,000 shares under this program for approximately $4,820, excluding commissions paid, at an average price per share of $6.68. As of December 31, 2015, the remaining approved amount for repurchases was approximately $5,180. |
Stock incentive plans
Stock incentive plans | 12 Months Ended |
Dec. 31, 2015 | |
Stock incentive plans | |
Stock incentive plans | 15. Stock incentive plans In March 2011, our board of directors approved the 2011 Plan. The 2011 Plan provides for the grant of incentive and non-statutory stock options, stock appreciation rights, restricted shares of our common stock, stock units, and performance cash awards. As of January 1 st of each year, the number of shares of common stock reserved for issuance under the 2011 Plan shall automatically be increased by a number equal to the lesser of (a) 4.5% of the total number of shares of common stock then outstanding, (b) 3,000,000 shares of common stock or (c) as determined by our board of directors. As of December 31, 2015, 10,324,899 shares of common stock were reserved for issuance. As of December 31, 2015, options to purchase 5,229,486 shares of common stock and 3,896,251 RSUs have been granted under the 2011 Plan. At the 2015 Annual Meeting of Stockholders held on June 12, 2015, our stockholders approved the following amendments to our 2011 Equity Incentive Plan: (a) termination of the automatic "evergreen" share reserve increase feature after January 2018, so that no additional automatic annual share increases will occur thereafter; (b) remove the discretion to re-price any stock award; (c) implement more conservative "share counting" provisions, so that the following shares will no longer be available for subsequent issuance: (i) shares applied to pay the exercise price of an option, (ii) shares not otherwise issued in connection with the stock settlement of stock appreciation rights, (iii) shares used to satisfy tax withholding obligations relating to any stock award, and (iv) shares reacquired by us using cash proceeds from the exercise of options; and (d) ensure that certain awards are intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code. No further awards will be made under our Amended and Restated 2001 Stock Incentive Plan and it will be terminated. Options outstanding under the 2001 Plan will continue to be governed by their existing terms. As of December 31, 2015, options to purchase 1,220,562 shares of common stock were outstanding under the 2001 Plan. The following table summarizes our stock-based compensation expense included in the consolidated statements of operations for 2015, 2014 and 2013: Years ended December 31, 2015 2014 2013 Network operations $ $ $ Development and technology Selling and marketing General and administrative ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total stock-based compensation expense $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, 2015 and 2014, we capitalized $778 and $398, respectively, of stock-based compensation expense. Stock option awards We grant stock option awards to both employees and non-employee directors. The grant date for these awards is the same as the measurement date. The stock option awards generally vest over a four year service period with 25% vesting when the individual completes 12 months of continuous service and the remaining 75% vesting monthly thereafter. These awards are valued as of the measurement date and the stock-based compensation expense, net of estimated and actual forfeitures, is recognized on a straight-line basis over the requisite service period. A summary of the activity for stock option awards for 2015 is presented below: Number of Options (000's) Weighted Average Exercise Price Weighted- Average Remaining Contract Life (years) Aggregate Intrinsic Value Outstanding at December 31, 2014 $ $ Exercised ) $ Canceled/forfeited ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding at December 31, 2015 $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Vested, exercisable and expected to vest at December 31, 2015 $ $ Exercisable at December 31, 2015 $ $ The aggregate intrinsic value in the table above represents the difference between the estimated fair value of our common stock at December 31, 2015 and the option exercise price, multiplied by the number of in-the-money options at December 31, 2015. The intrinsic value changes are based on the estimated fair value of our common stock. Stock options to purchase approximately 440,000, 458,000 and 461,000 shares of our common stock were exercised during the years ended December 31, 2015, 2014 and 2013 for cash proceeds of $1,373, $1,158 and $614, respectively. The total intrinsic value of stock options exercised for the years ended December 31, 2015, 2014 and 2013 was $2,214, $2,027 and $2,662, respectively. We realized $55 of tax benefits for the deductions from stock option exercises during 2013. The weighted average grant date fair value of options granted for the years ended December 31, 2014 and 2013 was $2.92 and $3.03, respectively. At December 31, 2015, the total remaining stock-based compensation expense for unvested stock option awards is $1,564, which is expected to be recognized over a weighted average period of 1.2 years. Restricted stock unit awards We grant time-based restricted stock units ("RSU") to executive and non-executive personnel and non-employee directors. The time-based RSUs granted to executive and non-executive personnel generally vest over a two to three year period subject to continuous service on each vesting date. The time-based RSUs for our non-employee directors generally vest over a one year period for existing members and 25% per year over a four-year period for new members subject to continuous service on each vesting date. We grant performance-based RSUs to executive personnel. These awards vest subject to certain performance objectives based on the Company's annual revenue growth achieved during the specified performance period and certain long-term service conditions. The maximum number of RSUs that may vest is determined based on actual Company achievement with one-third of the performance-based RSUs vesting when the individual completes 12 months of continuous service and the balance vesting over a series of eight successive equal quarterly installments thereafter subject to continuous service on each vesting date. We recognize stock-based compensation expense for performance-based RSUs when we believe that it is probable that the performance objectives will be met. As of December 31, 2015, the performance condition for these performance-based RSUs has been met. A summary of the RSU activity in 2015 is as follows: Number of Shares (000's) Weighted Average Grant Date Fair Value Non-vested at December 31, 2014 $ Granted $ Vested ) $ Canceled/forfeited ) $ ​ ​ ​ ​ ​ ​ ​ ​ Non-vested at December 31, 2015 $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ During the year ended December 31, 2015, 949,254 shares of time-based RSUs vested. The Company issued 618,238 shares and the remaining shares were withheld to pay minimum statutory federal, state, and local employment payroll taxes on those vested awards. At December 31, 2015, the total remaining stock-based compensation expense for unvested RSU awards is $9,510, which is expected to be recognized over a weighted average period of 1.95 years. |
Employee benefit plan
Employee benefit plan | 12 Months Ended |
Dec. 31, 2015 | |
Employee benefit plan | |
Employee benefit plan | 16. Employee benefit plan We have a defined contribution savings plan in accordance with Section 401(k) of the Internal Revenue Code. This plan covers substantially all employees who meet the IRS requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. Company contributions to the plan may be made at the discretion of the board of directors. Employer contributions of $511, $393 and $330 were made to the plan by us in 2015, 2014 and 2013, respectively. In December 2015, we made a change to our Plan Administrator. |
Net loss per share attributable
Net loss per share attributable to common stockholders | 12 Months Ended |
Dec. 31, 2015 | |
Net loss per share attributable to common stockholders | |
Net loss per share attributable to common stockholders | 17. Net loss per share attributable to common stockholders The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders: Years ended December 31, 2015 2014 2013 (in thousands) Numerator: Net loss attributable to common stockholders, basic and diluted $ ) $ ) $ ) Denominator: Weighted average number of common stock, basic and diluted Net loss per share attributable to common stockholders: Basic and diluted $ ) $ ) $ ) For the years ended December 31, 2015, 2014 and 2013, we excluded all assumed exercises of stock options and the assumed issuance of common stock under RSUs from the computation of diluted net loss per share as the effect would be anti-dilutive due to the net loss for the period. |
Quarterly financial data (unaud
Quarterly financial data (unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly financial data (unaudited) | |
Quarterly financial data (unaudited) | 18. Quarterly financial data (unaudited) Summarized unaudited quarterly financial data for fiscal years 2015 and 2014 are as follows: Quarter Ended 2015 March 31 June 30 September 30 December 31 Revenue $ $ $ $ Loss from operations $ ) $ ) $ ) $ ) Net loss attributable to common stockholders $ ) $ ) $ ) $ ) Basic and diluted loss per share $ ) $ ) $ ) $ ) Quarter Ended 2014 March 31 June 30 September 30 December 31 Revenue $ $ $ $ Loss from operations $ ) $ ) $ ) $ ) Net loss attributable to common stockholders $ ) $ ) $ ) $ ) Basic and diluted loss per share $ ) $ ) $ ) $ ) Losses per share are computed separately for each quarter and the full year using the respective weighted average number of shares. Therefore, the sum of the quarterly losses per share amounts may not equal the annual amounts reported. |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent events | |
Subsequent events | 19. Subsequent events Credit Facility In February 2016, we borrowed an additional $5,000 under the Revolving Line of Credit. On February 23, 2016, we entered into a Lender Joinder Agreement (the "Joinder Agreement") to Credit Agreement, by and among Bank of America, N.A. acting as agent ("Agent") for the lenders named in the Credit Agreement (the "Lenders") and Citizens Bank, N.A. (the "New Lender"). The Joinder Agreement joins the New Lender as a Lender under the Credit Agreement, increases the Revolving Line of Credit by $23,250 from $46,500 to $69,750, stipulates that the New Lender will provide the additional $23,250 of the Revolving Line of Credit and effects certain other changes described therein. Additionally, pursuant to the Joinder Agreement and the Credit Agreement, the Company entered into a revolving note with the New Lender obligating the Company to pay interest and principal to the New Lender on the New Lender's portion of the Revolving Line of Credit. There was no change to the interest rates under the Credit Agreement and the maturity date of the Revolving Line of Credit continues to be November 21, 2018, subject to prepayment. Equity Incentive Plan In February 2016, we granted approximately 975,000 time-based RSUs to certain executives that "cliff vest" upon continuous service through February 1, 2019 and approximately 975,000 performance-based RSUs (assuming at-target achievement) that vest upon the achievement of performance objectives through December 31, 2017 and continuous service through February 1, 2019. Additionally, we granted approximately 192,000 time-based RSUs to the Company's other executive officers that vest quarterly over three years of continuous service and 192,000 performance-based RSUs (assuming at-target achievement) that vest upon the achievement of performance objectives through December 31, 2017. 66 2 /3% of the performance-based RSUs will vest on a determination date not to exceed March 15, 2018, another 8 1 /3% will vest on May 1, 2018, and an additional 8 1 /3% will vest quarterly thereafter upon completion of continuous service. We also granted approximately 539,000 time-based RSUs to non-executive personnel that will vest quarterly over three years of continuous service. The grants were made pursuant to our 2011 Plan. |
Summary of significant accoun27
Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of significant accounting policies | |
Basis of presentation and consolidation | Basis of presentation and consolidation Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The accompanying consolidated financial statements include our accounts and the accounts of our majority owned subsidiaries. We consolidate our 70% ownership of Chicago Concourse Development Group, LLC and our 75% ownership of Boingo Holding Participacoes Ltda. in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 810, Consolidation . Other parties' interests in consolidated entities are reported as non-controlling interests. All intercompany balances and transactions have been eliminated in consolidation. Prior to August 4, 2015, we had a 70% ownership of Concourse Communications Detroit, LLC. On August 4, 2015, we purchased the remaining 30% ownership interest from the non-controlling interest owners for $1,150. We accounted for this transaction as an acquisition of the remaining interest of an entity that had already been majority-owned by the Company. The purchase resulted in a reduction to additional paid-in capital of $1,150 representing excess purchase price over the carrying amount of the non-controlling interests. Prior to this purchase, we had a controlling interest in this subsidiary, and therefore, this subsidiary had been and will continue to be consolidated with the Company's operations. We early adopted FASB Accounting Standards Update, ("ASU") 2015-17, Balance Sheet Classification of Deferred Taxes , on a retrospective basis as of December 31, 2015. As a result of this adoption, the consolidated balance sheet as of December 31, 2014 has been revised to reflect reclassifications of $787 from current deferred tax assets to noncurrent deferred tax liabilities. During the year ended December 31, 2013, the Company recorded certain out-of-period adjustments that decreased net loss attributable to common stockholders by $217. The impact of these out-of-period adjustments is not considered material, individually and in the aggregate, to any of the current or prior annual periods. |
Use of estimates | Use of estimates The preparation of accompanying consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the accompanying consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Assets and liabilities which are subject to significant judgment and the use of estimates include the allowance for doubtful accounts, recoverability of goodwill and long-lived assets, valuation allowances with respect to deferred tax assets, uncertain tax positions, useful lives associated with property and equipment, valuation and useful lives of intangible assets, valuation of contingent consideration, and the valuation and assumptions underlying stock-based compensation and other equity instruments. On an ongoing basis, we evaluate our estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities. |
Concentrations of credit risk | Concentrations of credit risk Financial instruments that potentially subject us to significant concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities and accounts receivable. We maintain our cash and cash equivalents and marketable securities with institutions with high credit ratings. We extend credit based upon the evaluation of the customer's financial condition and generally collateral is not required. We maintain an allowance for doubtful accounts based upon expected collectability of accounts receivable. We primarily estimate our allowance for doubtful accounts based on a specific review of significant outstanding accounts receivable. For the years ended December 31, 2015 and 2014, one customer accounted for 17% and 15% of total revenue, respectively. For the year ended December 31, 2013, two customers each accounted for 14% of total revenue. At December 31, 2015, four customers accounted for 28%, 19%, 19% and 10% of the total accounts receivable, respectively. At December 31, 2014, two customers accounted for 30% and 17% of the total accounts receivable, respectively. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents include highly liquid investments that are readily convertible into known amounts of cash with original maturities of three months or less when acquired. At December 31, 2015 and 2014, cash equivalents consisted of money market funds. |
Marketable securities | Marketable securities Our marketable securities consist of available-for-sale securities with original maturities exceeding three months. In accordance with FASB ASC 320, Investments—Debt and Equity Securities , we have classified securities, which have readily determinable fair values and are highly liquid, as short-term because such securities are expected to be realized within a one-year period. At December 31, 2015 and 2014, we had $0 and $1,614, respectively, in marketable securities. Marketable securities are reported at fair value with the related unrealized gains and losses reported as other comprehensive income (loss) until realized or until a determination is made that an other-than-temporary decline in market value has occurred. No significant unrealized gains and losses have been reported during the years presented. Factors considered by us in assessing whether an other-than-temporary impairment has occurred include the nature of the investment, whether the decline in fair value is attributable to specific adverse conditions affecting the investment, the financial condition of the investee, the severity and the duration of the impairment and whether we have the ability to hold the investment to maturity. When it is determined that an other-than-temporary impairment has occurred, the investment is written down to its market value at the end of the period in which it is determined that an other-than-temporary decline has occurred. The cost of marketable securities sold is based upon the specific identification method. Any realized gains or losses on the sale of investments are reflected as a component of interest and other (expense) income, net. For the years ended December 31, 2015, 2014 and 2013, we had no significant realized or unrealized gains or losses from investments in marketable securities classified as available-for-sale. As of December 31, 2015 and 2014, we had no unrealized gains or losses in accumulated other comprehensive income (loss). |
Fair value of financial instruments | Fair value of financial instruments Fair value is defined as the price that would be received from selling an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, we consider the principal or most advantageous market in which it would transact, and we consider assumptions that market participants would use when pricing the asset or liability. The accounting guidance for fair value measurement also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows: · Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. · Level 2—Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly. · Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amount reflected in the accompanying consolidated balance sheets for cash and cash equivalents, restricted cash, marketable securities, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and other liabilities approximates fair value due to the short-term nature of these financial instruments. |
Business combinations | Business combinations The results of businesses acquired in a business combination are included in the Company's consolidated financial statements from the date of the acquisition. Purchase accounting results in assets and liabilities of an acquired business being recorded at their estimated fair values on the acquisition date. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. The Company performs valuations of assets acquired and liabilities assumed from a business acquisition and will allocate the purchase price to its respective net tangible and intangible assets. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, estimates of future revenues and cash flows, discount rates, royalty rates and selection of comparable companies. The Company engages the assistance of valuation specialists in concluding on fair value measurements in connection with fair values of assets and liabilities assumed in a business combination. Transaction costs associated with business combinations are expensed as incurred, and are included in general and administrative expenses in the consolidated statements of operations. There were no transaction costs for the years ended December 31, 2015 and 2014. Transaction cost for the year ended December 31, 2013 was $354. |
Property and equipment | Property and equipment Property and equipment are generally stated at historical cost, less accumulated depreciation and amortization. The Company's cost basis includes property and equipment acquired in business combinations that were initially recorded at fair value as of the date of acquisition. Maintenance and repairs are charged to expense as incurred and the cost of additions and betterments that increase the useful lives of the assets are capitalized. Depreciation and amortization is computed over the estimated useful lives of the related asset type using the straight-line method. The estimated useful lives for property and equipment are as follows: Software 2 to 5 years Computer equipment 2 to 5 years Furniture, fixtures and office equipment 3 to 5 years Leasehold improvements The shorter of the estimated useful life or the remaining term of the agreements, generally ranging from 2 to 15 years Leasehold improvements are principally comprised of network equipment located at various managed and operated locations, primarily airports, under exclusive, long-term, non-cancelable contracts to provide wireless communication network access. |
Equipment and software under capital lease | Equipment and software under capital lease We lease certain data communications equipment, other equipment and software under capital lease agreements. The assets and liabilities under capital lease are recorded at the lesser of the present value of aggregate future minimum lease payments, including estimated bargain purchase options, or the fair value of the asset under lease. Assets under capital lease are depreciated using the straight-line method over the estimated useful lives of the assets or the term of the lease agreements. |
Software development costs | Software development costs We capitalize costs associated with software developed or obtained for internal use when the preliminary project stage is completed and it is determined that the software will provide significantly enhanced capabilities and modifications. These capitalized costs are included in property and equipment and include external direct cost of services procured in developing or obtaining internal-use software and personnel and related expenses for employees who are directly associated with, and who devote time to internal-use software projects. Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended use. Once the software is ready for its intended use, the costs are amortized over the useful life of the software. Post-configuration training and maintenance costs are expensed as incurred. |
Long-lived assets | Long-lived assets Intangible assets consist of acquired venue contracts, technology, advertiser relationships, non-compete agreements and patents and trademarks. We record intangible assets at fair value as of the date of acquisition and amortize these finite-lived assets over the shorter of the contractual life or the estimated useful life on a straight-line basis. We estimate the useful lives of acquired intangible assets based on factors that include the planned use of each acquired intangible asset, the expected pattern of future cash flows to be derived from each acquired intangible asset and contractual periods specified in the related agreements. As such, we account for each of the venue contracts individually. We include amortization of acquired intangibles in amortization of intangible assets in the accompanying consolidated statements of operations. We perform an impairment review of long-lived assets held and used whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors we consider important that could trigger an impairment review include, but are not limited to: significant under-performance relative to projected future operating results, significant changes in the manner of our use of the acquired assets or our overall business and product strategies and significant industry or economic trends. When we determine that the carrying value of a long-lived asset may not be recoverable based upon the existence of one or more of these indicators, we determine the recoverability by comparing the carrying amount of the asset to net future undiscounted cash flows that the asset is expected to generate or other indices of fair value. We would then recognize an impairment charge equal to the amount by which the carrying amount exceeds the fair market value of the asset. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in connection with the acquisition of Concourse Communication Group, LLC in June 2006, Cloud 9 Wireless, Inc. in August 2012, Endeka Group, Inc. in February 2013, and Electronic Media Systems, Inc. and Advanced Wireless Group, LLC in October 2013. We test goodwill for impairment in accordance with guidance provided by FASB ASC 350, Intangibles—Goodwill and Other ("ASC 350"). Goodwill is tested for impairment at least annually at the reporting unit level or whenever events or changes in circumstances indicate that goodwill might be impaired. Events or changes in circumstances which could trigger an impairment review include a significant adverse change in legal factors or in the business climate, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, significant changes in the manner of our use of the acquired assets or the strategy for our overall business, significant negative industry or economic trends, or significant underperformance relative to expected historical or projected future results of operations. We perform our impairment test annually as of December 31st. Entities have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in FASB ASC 350. If, after assessing qualitative factors, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. If deemed necessary, a two-step test is used to identify the potential impairment and to measure the amount of goodwill impairment, if any. The first step is to compare the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill is considered not impaired; otherwise, there is an indication that goodwill may be impaired and the amount of the loss, if any, is measured by performing step two. Under step two, the impairment loss, if any, is measured by comparing the implied fair value of the reporting unit goodwill with the carrying amount of goodwill. Currently, we have one reporting unit, one operating segment and one reportable segment. At December 31, 2015 and 2014, all of the goodwill was attributed to our reporting unit. We tested our goodwill for impairment using a market based approach and no impairment was identified as the fair value of our reporting unit was substantially in excess of its carrying amount. To date, we have not recorded any goodwill impairment charges. |
Revenue recognition | Revenue recognition We generate revenue from several sources including: (i) retail and military customers under subscription plans for month-to-month network access that automatically renew, and retail and military single-use access from sales of hourly, daily or other single-use access plans, (ii) DAS customers that are telecom operators under long-term contracts for access to our DAS at our managed and operated locations, (iii) arrangements with wholesale Wi-Fi customers that provide software licensing, network access, and/or professional services fees, and (iv) display advertisements and sponsorships on our walled garden sign-in pages. Software licensed by our wholesale platform services customers can only be used during the term of the service arrangements and has no utility to them upon termination of the service arrangement. We recognize revenue when an arrangement exists, services have been rendered, fees are fixed or determinable, no significant obligations remain related to the earned fees and collection of the related receivable is reasonably assured. Revenue is presented net of any sales and value added taxes. Subscription fees from retail and military customers are paid monthly in advance and revenue is deferred for the portions of monthly recurring subscription fees collected in advance. We provide refunds for our retail and military services on a case-by-case basis. These amounts are not significant and are recorded as contra-revenue in the period the refunds are made. Subscription fee revenue is recognized ratably over the subscription period. Revenue generated from retail and military single-use access is recognized when access is provided. Revenue generated from access to our DAS networks consists of build-out fees and recurring access fees under certain long-term contracts with telecom operators. Build-out fees paid upfront are generally deferred and recognized ratably over the term of the estimated customer relationship period, once the build-out is complete. Periodically, we install and sell Wi-Fi and DAS networks to customers where we do not have service contracts or remaining obligations beyond the installation of those networks and we recognize build-out fees for such projects as revenue when the installation work is completed and the network has been accepted by the customer. Minimum monthly access fees for usage of the DAS networks are non-cancellable and generally escalate on an annual basis. These minimum monthly access fees are recognized ratably over the term of the telecom operator agreement. The initial term of our contracts with telecom operators generally range from five to twenty years and the agreements generally contain renewal clauses. Revenue from DAS network access fees in excess of the monthly minimums is recognized when earned. Services provided to wholesale Wi-Fi partners generally contain several elements including: (i) a term license to use our software to access our Wi-Fi network, (ii) access fees for Wi-Fi network usage, and/or (iii) professional services for software integration and customization and to maintain the Wi-Fi service. The term license, monthly minimum network access fees and professional services are billed on a monthly basis based upon predetermined fixed rates. Once the term license for integration and customization are delivered, the fees from the arrangement are recognized ratably over the remaining term of the service arrangement. The initial term of the license agreements is generally between one to five years and the agreements generally contain renewal clauses. Revenue for Wi-Fi network access fees in excess of the monthly minimum amounts is recognized when earned. All elements within existing service arrangements are generally delivered and earned concurrently throughout the term of the respective service arrangement. In instances where the minimum monthly Wi-Fi and DAS network access fees escalate over the term of the wholesale service arrangement, an unbilled receivable is recognized when performance is within our control and when we have reasonable assurance that the unbilled receivable balance will be collected. We adopted the provisions of ASU 2009-13, Revenue Recognition (Topic 605)—Multiple-Deliverable Revenue Arrangements ("ASU 2009-13"), on a prospective basis on January 1, 2011. For multiple-deliverable arrangements entered into prior to January 1, 2011 that are accounted for under ASC 605-25, Revenue Recognition—Multiple-Deliverable Revenue Arrangements , we defer recognition of revenue for the full arrangement and recognize all revenue ratably over the wholesale service period for Wi-Fi platform service arrangements and the term of the estimated customer relationship period for DAS arrangements, as we do not have evidence of fair value for the undelivered elements in the arrangement. For multiple-deliverable arrangements entered into or materially modified after January 1, 2011 that are accounted for under ASC 605-25, we evaluate whether or not separate units of accounting exist and then allocate the arrangement consideration to all units of accounting based on the relative selling price method using estimated selling prices if vendor specific objective evidence and third party evidence is not available. We recognize the revenue associated with the separate units of accounting upon completion of such services or ratably over the wholesale service period for Wi-Fi platform service arrangements and the term of the estimated customer relationship period for DAS arrangements. Advertising revenue is generated from advertisements on our managed and operated or partner networks. In determining whether an arrangement exists, we ensure that a binding arrangement is in place, such as a standard insertion order or a fully executed customer-specific agreement. Obligations pursuant to our advertising revenue arrangements typically include a minimum number of units or the satisfaction of certain performance criteria. Advertising and other revenue is recognized when the services are performed. |
Foreign currency translation | Foreign currency translation Our Brazilian subsidiary uses the Brazilian Real as its functional currency. Assets and liabilities of our Brazilian subsidiary are translated to U.S. dollars at period-end rates of exchange, and revenues and expenses are translated at average exchange rates prevailing for each month. The resulting translation adjustments are made directly to a separate component of other comprehensive loss, which is reflected in stockholders' equity in our consolidated balance sheets. As of December 31, 2015 and December 31, 2014, the Company had $(1,160) and $(443), respectively, of cumulative foreign currency translation adjustments, net of tax, which was $0 as of December 31, 2015 and December 31, 2014 due to the full valuation allowance established against our deferred tax assets, in accumulated other comprehensive loss. Some of our subsidiaries also enter into transactions and have monetary assets and liabilities that are denominated in a currency other than the entities' respective functional currencies. Gains and losses from the revaluation of foreign currency transactions and monetary assets and liabilities are included in the consolidated statements of operations. |
Network access | Network access Network access costs consist primarily of revenue share payments to venue owners where our managed and operated hotspots are located, usage-based fees to our roaming network partners for access to their networks, depreciation of equipment related to network build-out projects in our managed and operated locations, and bandwidth and other Internet connectivity expenses in our managed and operated locations. |
Advertising, marketing and promotion costs | Advertising, marketing and promotion costs Advertising production costs are expensed the first time the advertisement is run. No advertising production costs were capitalized for the years ended December 31, 2015, 2014 and 2013. All other costs of advertising, marketing and promotion are expensed as incurred. Advertising expenses charged to operations totaled $1,703, $1,350 and $2,302 for the years ended December 31, 2015, 2014 and 2013, respectively. |
Stock-based compensation | Stock-based compensation Our stock-based compensation consists of stock options, and restricted stock units ("RSU") granted to employees and non-employees. We have shifted our stock-based compensation from stock options to RSUs and no stock options were granted in 2015. We recognize stock-based compensation expense in accordance with guidance provided by FASB ASC 718, Compensation—Stock Compensation ("ASC 718"). We measure employee stock-based compensation cost at grant date, based on the estimated fair value of the award and recognize the cost on a straight-line basis, net of estimated forfeitures, over the employee requisite service period. We estimate the fair value of stock options using a Black-Scholes option pricing model. The model requires input of assumptions regarding expected term, expected volatility, dividend yield, and a risk- free interest rate. The weighted average assumptions that were used to calculate the grant date fair value of our employee stock option grants for the following periods are as follows: December 31, 2014 2013 Expected term (years) Expected volatility % % Risk-free interest rate % % Dividend yield % % The expected term of employee stock options represents the weighted-average period that the stock options are expected to remain outstanding. In estimating the expected term for options granted to employees, we applied the simplified method from the Security Exchange Commission ("SEC") Staff Accounting Bulletin ("SAB") Topic 14, Share-Based Payment ("SAB Topic 14"), where options are granted at-the-money. Where options were not granted at-the-money, the expected term of employee stock options represents the weighted-average period that the stock options are expected to remain outstanding and is calculated based upon actual historical exercise and post-vesting cancellations, adjusted for expected future exercise behavior. We determined the fair value of common stock underlying the stock option awards by reference to third party sales of our common stock. We determined the expected volatility assumption using the frequency of daily historical prices of comparable public companies' common stock for a period equal to the expected term of the options in accordance with guidance in ASC 718 and SAB Topic 14. We will continue to monitor peer companies and other relevant factors, including our volatility after there is enough history, used to measure expected volatility for future stock option grants. The risk-free interest rate assumption is based upon observed interest rates on the United States government securities appropriate for the expected term of our employee stock options. The dividend yield assumption is based on our history and expectation of dividend payouts for which no cash dividends have been declared or paid on our common stock, and for which none are anticipated in the foreseeable future. As stock-based compensation expense recognized in our accompanying consolidated statements of operations is based on awards ultimately expected to vest, the amount has been reduced for estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures were estimated based on our historical experience and future expectations. Compensation expense for non-employee stock-based awards is recognized in accordance with ASC 718 and FASB ASC 505, Equity . Stock option awards issued to non-employees are accounted for at fair value using the Black-Scholes option pricing model. Management believes that the fair value of the stock options is more reliably measured than the fair value of the services received. We record compensation expense based on the then-current fair value of the stock options at each financial reporting date. Compensation recorded during the service period is adjusted in subsequent periods for changes in the stock options' fair value until the earlier of the date at which the non-employee's performance is complete or a performance commitment is reached, which is generally when the stock award vests. |
Income taxes | Income taxes We account for income taxes in accordance with FASB ASC 740, Accounting for Income Taxes ("ASC 740 "), which requires the recognition of deferred tax assets and liabilities for the future consequences of events that have been recognized in our accompanying consolidated financial statements or tax returns. The measurement of the deferred items is based on enacted tax laws. In the event the future consequences of differences between financial reporting bases and the tax bases of our assets and liabilities result in a deferred tax asset, ASC 740 requires an evaluation of the probability of being able to realize the future benefits indicated by such asset. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion or the entire deferred tax asset will not be realized. As part of the process of preparing our accompanying consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. We also assess temporary differences resulting from differing treatment of items, such as deferred revenue, for tax and accounting differences. We record a valuation allowance to reduce the deferred tax assets to the amount of future tax benefit that is more likely than not to be realized. We have classified our deferred tax assets and liabilities as noncurrent on the consolidated balance sheet as of December 31, 2015 and 2014 as we have early adopted ASU 2015-17, Balance Sheet Classification of Deferred Taxes, on a retrospective basis. ASC 740 prescribes a recognition threshold and measurement methodology to recognize and measure an income tax position taken, or expected to be taken, in a tax return. The evaluation of a tax position is based on a two-step approach. The first step requires an entity to evaluate whether the tax position would "more likely than not" be sustained upon examination by the appropriate taxing authority. The second step requires the tax position be measured at the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement. In addition, previously recognized benefits from tax positions that no longer meet the new criteria would no longer be recognized. Changes in recognition or measurement are reflected in the period in which the change occurs. |
Non-controlling interests | Non-controlling interests Non-controlling interests are comprised of minority holdings in Chicago Concourse Development Group, LLC ("CCDG") and Boingo Holding Participacoes Ltda ("BHPL"). Under the terms of the LLC agreement for CCDG, we are generally required to distribute annually to the CCDG non-controlling interest holders 30% of allocated net profits less capital expenditures of the preceding year. For the years ended December 31, 2015, 2014 and 2013, we made distributions of $500, $623 and $560, respectively, to non-controlling interest holders of CCDG. Under the terms of the LLC agreement for BHPL, we attributed profits and losses to the non-controlling interest in BHPL in proportion to their holdings. For the years ended December 31, 2015, 2014 and 2013, we made no distributions to the non-controlling interest holder of BHPL. Prior to August 4, 2015, we had a 70% ownership of Concourse Communications Detroit, LLC ("CCG Detroit"). On August 4, 2015, we purchased the remaining 30% ownership interest from the non-controlling interest owners for $1,150. We accounted for this transaction as an acquisition of the remaining interest of an entity that had already been majority-owned by the Company. The purchase resulted in a reduction to additional paid-in capital of $1,150 representing excess purchase price over the carrying amount of the non-controlling interests. Under the terms of the limited liability company ("LLC") agreement for CCG Detroit ("Detroit Operating Agreement") profits and losses were allocated to the controlling and non-controlling owners based on specified terms in the Detroit Operating Agreement, which reflected the relative risk and reward of each owner. The profit and loss allocation in the Detroit Operating Agreement specified that the non-controlling owners' allocated profits were limited to the fixed distribution amounts and losses were limited to the non-controlling owners capital account balance with losses in excess of their capital account being fully allocated to the controlling common unit holder. There was no specified term in the Detroit Operating Agreement, but the term of the annual fixed distribution obligation to the non-controlling owner was the same as the term of the venue agreement between CCG Detroit and Detroit Metropolitan Wayne County Airport—which had a seven year initial term with options to extend for an additional four years. We allocated profits and losses in CCG Detroit based on the attribution in the Detroit Operating Agreement. CCG Detroit had generated losses, which reduced the non-controlling owners capital account to zero in 2009 resulting in an allocation to the controlling interest holder all operating losses and deficits created by the annual fixed distributions to the non-controlling interest holder. The fixed distributions were terminated during September 2013 concurrent with the termination of CCG Detroit's agreement with Detroit Metropolitan Wayne County Airport. For the year ended December 31, 2013, we made distribution of $48 to non-controlling interest holders of CCG Detroit. |
Net (loss) income per share attributable to common stockholders | Net (loss) income per share attributable to common stockholders Basic net (loss) income per share attributable to common stockholders is calculated by dividing (loss) income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net income per share attributable to common stockholders adjusts the basic weighted average number of shares of common stock outstanding for the potential dilution that could occur if stock options and RSUs were exercised or converted into common stock. Our common stockholders are not entitled to receive any dividends. |
Segment and geographic information | Segment and geographic information We operate as one reportable segment; a service provider of wireless connectivity solutions across our managed and operated network and aggregated network for mobile devices such as laptops, smartphones, tablets and other wireless-enabled consumer devices. This single segment is consistent with the internal organization structure and the manner in which operations are reviewed and managed by our Chief Executive Officer, the chief operating decision maker. All significant long-lived tangible assets are held in the United States of America. We do not disclose sales by geographic area because to do so would be impracticable. In 2014, we updated our presentation of retail and wholesale revenue sources to provide increased visibility into the revenue streams that are the focus of our current and future operational and development efforts. Our retail revenue sources were previously differentiated based on our retail plan types—subscription or single-use. We believe that it is more relevant to differentiate our individual users based on the nature of the users—retail users who purchase Internet access at our managed and operated hotspots and select partner locations or military users who purchase Internet access or IPTV services for individual use on military bases. We also previously combined our wholesale DAS and Wi-Fi revenues and we believe that it is better to disaggregate these wholesale product revenues going forward by DAS and Wi-Fi given the current development of these products. The revenue sources are consistent with how our chief operating decision maker monitors and reviews our operations. The following is a summary of our revenue by primary revenue source: Year Ended December 31, 2015 2014 2013 Revenue: DAS $ $ $ Retail Wholesale—Wi-Fi Military Advertising and other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total revenue $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Recent accounting pronouncements | Recent accounting pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which requires lessees to recognize assets and liabilities for all leases with lease terms of more than 12 months on the balance sheet. Under the new guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will depend on its classification as a finance or operating lease. The standard is effective for interim and annual periods beginning after December 15, 2018. Early adoption is permitted for all entities on a modified retrospective basis, with elective reliefs. We are currently evaluating the expected impact of this new standard. In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes, which requires that all deferred tax assets and liabilities, along with any related valuation allowance, for each tax-paying jurisdiction within each tax-paying component be classified as noncurrent on the balance sheet. The standard is effective for interim and annual periods beginning after December 15, 2016. Early adoption is permitted for all entities on a retrospective or prospective basis. We early adopted the new standard on a retrospective basis as of December 31, 2015. In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement Period Adjustments , which eliminates the requirement to restate prior period financial statements for measurement period adjustments. The standard is effective for interim and annual periods beginning after December 15, 2015. The new standard must be applied prospectively to measurement period adjustments that occur after the effective date. We do not expect that this standard will have a material impact on our consolidated financial statements. In April 2015, the FASB issued ASU 2015-05, Customer's Accounting for Fees Paid in a Cloud Computing Arrangement , which provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the arrangement for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The standard is effective for annual periods beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for all entities. An entity may choose to adopt the new standard either retrospectively or prospectively. We do not expect that this standard will have a material impact on our consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs , which requires entities to present debt issuance costs related to a note as a direct deduction from the face amount of that note, similar to the presentation of debt discounts. The costs will continue to be amortized to interest expense. In August 2015, the FASB issued ASU 2015-15, Interest—Imputation of Interest (Subtopic 835-30) , which amends subtopic 835-30 to include that the SEC would not object to the deferral and presentation of debt issuance costs as an asset and subsequent amortization of the asset ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The standard will be effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted. An entity must adopt the new standard retrospectively for all prior periods presented in the financial statements. We do not expect that this standard will have a material impact on our consolidated financial statements. As of December 31, 2015 and 2014, we have classified debt issuance costs related to our revolving line of credit of $197 and $178, respectively, within prepaid expenses and other current assets, and $372 and $514, respectively, within other assets in the consolidated balance sheets. In February 2015, the FASB issued ASU 2015-02, Consolidation—Amendments to the Consolidation Analysis , which amends the current consolidation guidance and ends the deferral granted to investment companies from applying the variable interest entity guidance. The standard will be effective for fiscal years beginning after December 15, 2015. Early adoption is permitted. We do not expect that this standard will have a material impact on our consolidated financial statements. In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern , which explicitly requires management to assess an entity's ability to continue as a going concern in connection with each annual and interim period. Management will assess if there is substantial doubt about an entity's ability to continue as a going concern within one year of the date the financial statements are issued. Disclosures will be required if conditions give rise to substantial doubt. The standard will be effective for the first annual period ending after December 15, 2016. Early adoption is permitted. We are currently evaluating the expected impact of this new standard. In June 2014, the FASB issued ASU 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period , which requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The standard will be effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. An entity may choose to adopt the new standard either prospectively or retrospectively. This standard will not have any impact on our consolidated financial statements as we have not issued any share-based payments with performance targets that could be achieved after the requisite service period. In May 2014, the FASB issued ASU 2014-09, Revenue From Contracts with Customers , which is intended to improve and converge the financial reporting requirements for revenue from contracts with customers between U.S. GAAP and International Accounting Standards. In accordance with this new standard, an entity would recognize revenue to depict the transfer of promised goods or services. The standard establishes a five-step model and related application guidance, which will replace most existing revenue recognition guidance in U.S. GAAP. The FASB has subsequently issued several proposals to clarify guidance to be applied. In August 2015, the FASB issued ASU 2015-14, Revenue From Contracts with Customers (Topic (606): Deferral of the Effective Date , to defer the effective date of the new revenue standard by one year. The standard will be effective for annual and interim periods in fiscal years beginning after December 15, 2017. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. An entity may choose to adopt the new standard either retrospectively or through a cumulative effect adjustment as of the start of the first period for which it applies the new standard. We have not yet selected an effective date or a transition method and are currently evaluating the expected impact of this new standard, including proposed amendments, on our reporting of revenue contracts in our consolidated financial statements and related disclosures. |
Summary of significant accoun28
Summary of significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of significant accounting policies | |
Schedule of estimated useful lives for property and equipment | Software 2 to 5 years Computer equipment 2 to 5 years Furniture, fixtures and office equipment 3 to 5 years Leasehold improvements The shorter of the estimated useful life or the remaining term of the agreements, generally ranging from 2 to 15 years |
Schedule of weighted average assumptions used to calculate the grant date fair values of employee stock option grants | December 31, 2014 2013 Expected term (years) Expected volatility % % Risk-free interest rate % % Dividend yield % % |
Summary of the entity's revenue by primary revenue source | Year Ended December 31, 2015 2014 2013 Revenue: DAS $ $ $ Retail Wholesale—Wi-Fi Military Advertising and other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total revenue $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Endeka and AWG | |
Acquisition | |
Schedule of the unaudited pro forma results | Revenue $ Net loss $ ) |
AWG | |
Acquisition | |
Summary of the purchase price allocation | Estimated Fair Value Weighted Average Estimated Useful Life (years) Consideration: Cash paid $ Net equity adjustments Holdback consideration Contingent consideration ​ ​ ​ ​ ​ ​ ​ ​ Total consideration $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Recognized amounts of identifiable assets acquired and liabilities assumed: Cash $ Restricted cash Accounts receivable Other current assets Property and equipment Accounts payable ) Accrued expenses ) Other current liabilities ) Capital lease obligations ) Other non-current liabilities ) Deferred tax liabilities ) ​ ​ ​ ​ ​ ​ ​ ​ Net tangible liabilities acquired ) Existing contracts and relationships Technology Trademark and tradename Non-compete agreement Goodwill ​ ​ ​ ​ ​ ​ ​ ​ Total purchase price $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Endeka Group Inc | |
Acquisition | |
Summary of the purchase price allocation | Estimated Fair Value Estimated Useful Life (years) Consideration: Cash paid $ Holdback consideration Contingent consideration ​ ​ ​ ​ ​ ​ ​ ​ Total consideration $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Recognized amounts of identifiable assets acquired and liabilities assumed: Cash $ Other current assets Property and equipment Other assets Accounts payable ) Other current liabilities ) Notes payable and financed liabilities ) Deferred tax liabilities ) ​ ​ ​ ​ ​ ​ ​ ​ Net tangible liabilities acquired ) Existing contracts and relationships Technology Trademark and tradename Non-compete agreement Other intangibles Goodwill ​ ​ ​ ​ ​ ​ ​ ​ Total purchase price $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Cash and cash equivalents and30
Cash and cash equivalents and marketable securities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Cash and cash equivalents | |
Cash and cash equivalents, and marketable securities | December 31, 2015 2014 Cash and cash equivalents: Cash $ $ Money market accounts ​ ​ ​ ​ ​ ​ ​ ​ Total cash and cash equivalents $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Short-term marketable securities: Marketable securities $ — $ ​ ​ ​ ​ ​ ​ ​ ​ Total short-term marketable securities $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Accounts receivables, net and31
Accounts receivables, net and other receivables (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounts receivables, net and other receivables | |
Schedule of accounts receivable, net of allowances for doubtful accounts and other receivables | December 31, 2015 2014 Trade receivables, net of allowances $ $ Unbilled access fees Unbilled platform service arrangements ​ ​ ​ ​ ​ ​ ​ ​ Accounts receivable, net $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unbilled access fees $ $ Unbilled platform service arrangements — ​ ​ ​ ​ ​ ​ ​ ​ Non-current other receivables $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of allowance for doubtful accounts | Allowance for Doubtful Accounts Balance, December 31, 2012 $ Additions charged to operations Deductions from reserves, net ) ​ ​ ​ ​ ​ Balance, December 31, 2013 Additions charged to operations Deductions from reserves, net ) ​ ​ ​ ​ ​ Balance, December 31, 2014 Additions charged to operations Deductions from reserves, net ) ​ ​ ​ ​ ​ Balance, December 31, 2015 $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Accrued expenses and other li32
Accrued expenses and other liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accrued expenses and other liabilities | |
Schedule of accrued expenses and other liabilities | December 31, 2015 2014 Salaries and wages $ $ Revenue share Accrued partner network Accrued for construction in progress Settlement liabilities — Accrued professional fees Accrued taxes Deferred rent Holdback liabilities — Contingent consideration — Other ​ ​ ​ ​ ​ ​ ​ ​ Total accrued expenses and other liabilities $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Property and equipment (Tables)
Property and equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property and equipment | |
Schedule of property and equipment | December 31, 2015 2014 Leasehold improvements $ $ Construction in progress Software Computer equipment Furniture, fixtures and office equipment ​ ​ ​ ​ ​ ​ ​ ​ Total property and equipment Less: accumulated depreciation and amortization ) ) ​ ​ ​ ​ ​ ​ ​ ​ Total property and equipment, net $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of depreciation and amortization expense of property and equipment | For the Years Ended December 31, 2015 2014 2013 Network access $ $ $ Network operations Development and technology General and administrative ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total depreciation and amortization of property and equipment $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Intangible assets (Tables)
Intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Intangible assets | |
Schedule of changes in intangible assets | Intangible Assets Balance, December 31, 2013 $ Amortization expense ) Impairment loss ) ​ ​ ​ ​ ​ Balance, December 31, 2014 Amortization expense ) Impairment loss ) ​ ​ ​ ​ ​ Balance, December 31, 2015 $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of intangible assets | Intangible assets at December 31, 2015 consist of the following: Historical Cost Accumulated Amortization Net Venue contracts $ $ ) $ Non-compete agreements ) Technology ) Advertiser relationships ) Patents, trademarks and other ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Intangible assets at December 31, 2014 consist of the following: Historical Cost Accumulated Amortization Net Venue contracts $ $ ) $ Non-compete agreements ) Technology ) Advertiser relationships ) Patents, trademarks and other ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of amortization expense for fiscal years 2016 through 2020 and thereafter | Year Amortization Expense 2016 $ 2017 2018 2019 2020 Thereafter ​ ​ ​ ​ ​ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Fair value measurement (Tables)
Fair value measurement (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair value measurement | |
Schedule of financial assets and liabilities that are measured at fair value on a recurring basis | At December 31, 2015 Level 1 Level 2 Level 3 Total Assets: Money market accounts $ $ — $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets $ $ — $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At December 31, 2014 Level 1 Level 2 Level 3 Total Assets: Money market accounts $ $ — $ — $ Marketable securities — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets $ $ $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: Contingent consideration $ — $ — $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total liabilities $ — $ — $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of reconciliation of the beginning and ending amounts related to the fair value of contingent consideration for the Endeka and AWG acquisitions, categorized as Level 3 | Beginning balance, January 1, 2014 $ Payment of contingent consideration ) Change in fair value ) ​ ​ ​ ​ ​ Balance, December 31, 2014 Payment of contingent consideration ) Change in fair value ) ​ ​ ​ ​ ​ Balance, December 31, 2015 $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Stockholders' equity (Tables)
Stockholders' equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' equity | |
Schedule of amount of shares of common stock reserved | December 31, 2015 December 31, 2014 (in thousands) Outstanding stock options under the 2001 Plan Outstanding stock options under the 2011 Plan Outstanding RSUs under the 2011 Plan Shares available for grant under the 2011 Plan ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Credit Facility (Tables)
Credit Facility (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Credit Facility | |
Schedule of principal payments due under Term Loan | Year Principal Payments 2016 $ 2017 2018 ​ ​ ​ ​ ​ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of amortization expense for debt issuance costs | Year Amortization Expense 2016 $ 2017 2018 ​ ​ ​ ​ ​ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income taxes | |
Schedule of income tax expense (benefit) by jurisdiction | 2015 2014 2013 U.S. federal: Current $ $ $ ) Deferred ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total U.S. federal $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. state and local: Current $ $ $ Deferred ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total U.S. state and local $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of reconciliation of tax rates | 2015 2014 2013 Federal statutory rate % % % State and local ) Foreign rate differential ) ) ) Stock options ) ) ) Non-controlling interests Valuation allowance ) ) ) Transaction costs — — ) Purchase price adjustments — — Revaluation of deferred tax assets — — Uncertain tax positions ) ) ) Return to provision — Other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income taxes )% )% )% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of deferred tax assets and liabilities | 2015 2014 Deferred tax assets: Net operating loss carryforwards $ $ Outside basis differences for U.S. partnerships Stock options Deferred revenue Deferred compensation State taxes Other Valuation allowance ) ) ​ ​ ​ ​ ​ ​ ​ ​ Net deferred tax assets Deferred tax liabilities: Intangible assets ) ) Property and equipment ) ) ​ ​ ​ ​ ​ ​ ​ ​ Net deferred tax liabilities ) ) ​ ​ ​ ​ ​ ​ ​ ​ Net deferred taxes $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of changes in the valuation allowance | Valuation Allowance Balance, December 31, 2012 $ Additions charged to operations Decrease credited to operations — ​ ​ ​ ​ ​ Balance, December 31, 2013 Additions charged to operations Decrease credited to operations — ​ ​ ​ ​ ​ Balance, December 31, 2014 Additions charged to operations Decrease credited to operations — ​ ​ ​ ​ ​ Balance, December 31, 2015 $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of reconciliation of unrecognized tax benefits, excluding interest and penalties | Uncertain Tax Positions Balance, December 31, 2013 $ Additions for current period tax positions — ​ ​ ​ ​ ​ Balance, December 31, 2014 Additions for current period tax positions — Effective settlement during the current period ) ​ ​ ​ ​ ​ Balance, December 31, 2015 $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Commitments and contingencies (
Commitments and contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and contingencies | |
Schedule of future minimum lease obligations under non-cancellable operating and capital leases | Future minimum lease obligations under non-cancellable operating and capital leases at December 31, 2015 are as follows: Years ended December 31, Capital Leases Operating Leases and Venue Guarantees 2016 $ $ 2017 2018 2019 — 2020 — Thereafter — ​ ​ ​ ​ ​ ​ ​ ​ Minimum lease payments $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less: Amounts representing interest ranging from 2.4% to 7.7% ) ​ ​ ​ ​ ​ ​ ​ ​ Minimum lease payments $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current portion $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-current portion $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Stock incentive plans (Tables)
Stock incentive plans (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Stock incentive plans | |
Schedule of stock-based compensation expense | Years ended December 31, 2015 2014 2013 Network operations $ $ $ Development and technology Selling and marketing General and administrative ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total stock-based compensation expense $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Summary of stock option activity | Number of Options (000's) Weighted Average Exercise Price Weighted- Average Remaining Contract Life (years) Aggregate Intrinsic Value Outstanding at December 31, 2014 $ $ Exercised ) $ Canceled/forfeited ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding at December 31, 2015 $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Vested, exercisable and expected to vest at December 31, 2015 $ $ Exercisable at December 31, 2015 $ $ |
Summary of nonvested RSU activity under the 2011 Plan | Number of Shares (000's) Weighted Average Grant Date Fair Value Non-vested at December 31, 2014 $ Granted $ Vested ) $ Canceled/forfeited ) $ ​ ​ ​ ​ ​ ​ ​ ​ Non-vested at December 31, 2015 $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Net loss per share attributab41
Net loss per share attributable to common stockholders (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Net loss per share attributable to common stockholders | |
Schedule of computation of basic and diluted net loss per share attributable to common stockholders | Years ended December 31, 2015 2014 2013 (in thousands) Numerator: Net loss attributable to common stockholders, basic and diluted $ ) $ ) $ ) Denominator: Weighted average number of common stock, basic and diluted Net loss per share attributable to common stockholders: Basic and diluted $ ) $ ) $ ) |
Quarterly financial data (una42
Quarterly financial data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly financial data (unaudited) | |
Schedule of quarterly financial data (unaudited) | Quarter Ended 2015 March 31 June 30 September 30 December 31 Revenue $ $ $ $ Loss from operations $ ) $ ) $ ) $ ) Net loss attributable to common stockholders $ ) $ ) $ ) $ ) Basic and diluted loss per share $ ) $ ) $ ) $ ) Quarter Ended 2014 March 31 June 30 September 30 December 31 Revenue $ $ $ $ Loss from operations $ ) $ ) $ ) $ ) Net loss attributable to common stockholders $ ) $ ) $ ) $ ) Basic and diluted loss per share $ ) $ ) $ ) $ ) |
The business (Details)
The business (Details) item in Millions | 12 Months Ended |
Dec. 31, 2015item | |
Minimum | |
The business | |
Number of commercial hotspots worldwide for which Wi-Fi subscriptions and day passes provide access | 1.5 |
Summary of significant accoun44
Summary of significant accounting policies (Details) - USD ($) $ in Thousands | Aug. 04, 2015 | Dec. 31, 2015 | Dec. 31, 2013 | Aug. 03, 2015 | Dec. 31, 2014 |
Principles of consolidation | |||||
Reduction to additional paid-in capital resulting from purchase of remaining noncontrolling interest | $ 1,150 | ||||
Basis of presentation | |||||
Noncurrent deferred tax liabilities | $ (2,965) | $ (2,645) | |||
Decrease in net loss attributable to common stockholders due to certain out-of-period adjustments | $ 217 | ||||
ASU 2015-17 | Early adoption | |||||
Basis of presentation | |||||
Current deferred tax assets | 787 | ||||
Noncurrent deferred tax liabilities | $ 787 | ||||
Concourse Communications Detroit, LLC | |||||
Principles of consolidation | |||||
Percentage of additional ownership in Subsidiary acquired | 30.00% | ||||
Total purchase price | $ 1,150 | ||||
Reduction to additional paid-in capital resulting from purchase of remaining noncontrolling interest | $ 1,150 | ||||
Chicago Concourse Development Group, LLC | |||||
Principles of consolidation | |||||
Percentage of ownership in subsidiaries | 70.00% | ||||
Boingo Holding Participacoes Ltda. | |||||
Principles of consolidation | |||||
Percentage of ownership in subsidiaries | 75.00% | ||||
Concourse Communications Detroit, LLC | |||||
Principles of consolidation | |||||
Percentage of ownership in subsidiaries | 70.00% |
Summary of significant accoun45
Summary of significant accounting policies (Details 2) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($)item | Dec. 31, 2014USD ($)item | Dec. 31, 2013USD ($)item | |
Marketable securities | |||
Short-term marketable securities | $ 0 | $ 1,614 | |
Unrealized gains or losses in accumulated other comprehensive loss | 0 | 0 | |
Business combinations | |||
Transaction costs associated with business combinations | $ 0 | $ 0 | $ 354 |
Total Revenue | Customer | Customer Group | |||
Concentrations of credit risk | |||
Concentration risk percentage | 17.00% | 15.00% | |
Number of customer group | item | 1 | 1 | 2 |
Total Revenue | Customer | Customer Group One | |||
Concentrations of credit risk | |||
Concentration risk percentage | 14.00% | ||
Total Revenue | Customer | Customer Group Two | |||
Concentrations of credit risk | |||
Concentration risk percentage | 14.00% | ||
Total accounts receivable | Customer | Customer Group | |||
Concentrations of credit risk | |||
Number of customer group | item | 4 | 2 | |
Total accounts receivable | Customer | Customer Group One | |||
Concentrations of credit risk | |||
Concentration risk percentage | 28.00% | 30.00% | |
Total accounts receivable | Customer | Customer Group Two | |||
Concentrations of credit risk | |||
Concentration risk percentage | 19.00% | 17.00% | |
Total accounts receivable | Customer | Customer Group Three | |||
Concentrations of credit risk | |||
Concentration risk percentage | 19.00% | ||
Total accounts receivable | Customer | Customer Group Four | |||
Concentrations of credit risk | |||
Concentration risk percentage | 10.00% |
Summary of significant accoun46
Summary of significant accounting policies (Details 3) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($)itemsegment | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Goodwill | |||
Number of reporting units | item | 1 | ||
Number of operating segments | 1 | ||
Number of reportable segments | 1 | ||
Impairment loss | $ | $ 0 | $ 0 | $ 0 |
Software | Minimum | |||
Property and equipment | |||
Estimated useful lives | 2 years | ||
Software | Maximum | |||
Property and equipment | |||
Estimated useful lives | 5 years | ||
Computer equipment | Minimum | |||
Property and equipment | |||
Estimated useful lives | 2 years | ||
Computer equipment | Maximum | |||
Property and equipment | |||
Estimated useful lives | 5 years | ||
Furniture, fixtures and office equipment | Minimum | |||
Property and equipment | |||
Estimated useful lives | 3 years | ||
Furniture, fixtures and office equipment | Maximum | |||
Property and equipment | |||
Estimated useful lives | 5 years | ||
Leasehold improvements | Minimum | |||
Property and equipment | |||
Estimated useful lives | 2 years | ||
Leasehold improvements | Maximum | |||
Property and equipment | |||
Estimated useful lives | 15 years |
Summary of significant accoun47
Summary of significant accounting policies (Details 4) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($)item$ / sharesshares | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Foreign Currency Translation | |||
Cumulative foreign currency translation adjustments, net of tax in accumulated other comprehensive income | $ (1,160) | $ (443) | |
Income tax expense related to foreign currency translation adjustments | 0 | 0 | |
Advertising, marketing and promotion costs | |||
Capitalized advertising production costs | 0 | 0 | $ 0 |
Advertising expenses | $ 1,703 | $ 1,350 | $ 2,302 |
Assumptions that were used to calculate the grant date fair value of employee stock option grants | |||
Number of stock options granted | shares | 0 | ||
Dividends declared on common stock (in dollars per share) | $ / shares | $ 0 | ||
Dividends paid on common stock (in dollars per share) | $ / shares | $ 0 | ||
Number of dividend payouts anticipated in the foreseeable future | item | 0 | ||
Stock options | |||
Assumptions that were used to calculate the grant date fair value of employee stock option grants | |||
Expected term | 6 years 3 months | 6 years 3 months | |
Expected volatility (as a percent) | 48.60% | 49.31% | |
Risk-free interest rate (as a percent) | 1.80% | 1.34% | |
Dividend yield (as a percent) | 0.00% | 0.00% | |
DAS license agreements | Minimum | |||
Revenue recognition | |||
Term of the arrangement used to determine revenue recognition | 5 years | ||
DAS license agreements | Maximum | |||
Revenue recognition | |||
Term of the arrangement used to determine revenue recognition | 20 years | ||
Wholesale - Wi-Fi | Minimum | |||
Revenue recognition | |||
Term of the arrangement used to determine revenue recognition | 1 year | ||
Wholesale - Wi-Fi | Maximum | |||
Revenue recognition | |||
Term of the arrangement used to determine revenue recognition | 5 years |
Summary of significant accoun48
Summary of significant accounting policies (Details 5) - USD ($) $ in Thousands | Aug. 04, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Aug. 03, 2015 | Dec. 31, 2009 |
Non-controlling interests | ||||||
Distributions to non-controlling interest holders | $ 500 | $ 623 | $ 608 | |||
Reduction to additional paid-in capital resulting from purchase of remaining noncontrolling interest | 1,150 | |||||
Non-controlling owners capital account amount | $ 755 | 1,028 | ||||
Concourse Communications Detroit, LLC | ||||||
Non-controlling interests | ||||||
Percentage of additional ownership in Subsidiary acquired | 30.00% | |||||
Total purchase price | $ 1,150 | |||||
Reduction to additional paid-in capital resulting from purchase of remaining noncontrolling interest | $ 1,150 | |||||
Chicago Concourse Development Group, LLC | ||||||
Non-controlling interests | ||||||
Percentage of net profits less capital expenditures of the preceding year allocated to non-controlling interest holders | 30.00% | |||||
Distributions to non-controlling interest holders | $ 500 | 623 | 560 | |||
Percentage of ownership in subsidiaries | 70.00% | |||||
Boingo Holding Participacoes Ltda. | ||||||
Non-controlling interests | ||||||
Distributions to non-controlling interest holders | $ 0 | $ 0 | 0 | |||
Percentage of ownership in subsidiaries | 75.00% | |||||
Concourse Communications Detroit, LLC | ||||||
Non-controlling interests | ||||||
Distributions to non-controlling interest holders | $ 48 | |||||
Percentage of ownership in subsidiaries | 70.00% | |||||
Initial term of Detroit Operating Agreement | 7 years | |||||
Optional extension period of Detroit Operating Agreement | 4 years | |||||
Non-controlling owners capital account amount | $ 0 |
Summary of significant accoun49
Summary of significant accounting policies (Details 6) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Jun. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2015USD ($)segment | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Primary revenue source | |||||||||||
Number of reportable segments | segment | 1 | ||||||||||
Revenue | $ 38,771 | $ 37,186 | $ 34,277 | $ 29,392 | $ 33,627 | $ 30,822 | $ 28,396 | $ 26,452 | $ 139,626 | $ 119,297 | $ 106,746 |
DAS | |||||||||||
Primary revenue source | |||||||||||
Revenue | 46,455 | 38,259 | 32,681 | ||||||||
Retail | |||||||||||
Primary revenue source | |||||||||||
Revenue | 31,763 | 40,336 | 43,194 | ||||||||
Wholesale - Wi-Fi | |||||||||||
Primary revenue source | |||||||||||
Revenue | 21,923 | 15,209 | 17,261 | ||||||||
Military | |||||||||||
Primary revenue source | |||||||||||
Revenue | 19,898 | 4,486 | 1,260 | ||||||||
Advertising and other | |||||||||||
Primary revenue source | |||||||||||
Revenue | $ 19,587 | $ 21,007 | $ 12,350 |
Summary of significant accoun50
Summary of significant accounting policies (Details 7) - Revolving Line of Credit - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Prepaid expenses and other current assets | ||
Recent accounting pronouncements | ||
Debt issuance costs | $ 197 | $ 178 |
Other assets | ||
Recent accounting pronouncements | ||
Debt issuance costs | $ 372 | $ 514 |
Acquisitions (Details)
Acquisitions (Details) $ in Thousands | Jul. 29, 2014USD ($) | Oct. 31, 2013USD ($)item | Feb. 22, 2013USD ($)item | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2012USD ($) |
Acquisition | ||||||||
Increase in accumulated deficit | $ 85,176 | $ 62,884 | ||||||
Increase (Decrease) the Valuation Allowance for Deferred Tax Assets | 19,548 | 12,470 | $ 4,101 | $ 1,669 | ||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||||||
Goodwill | 42,403 | 42,403 | ||||||
Endeka and AWG | ||||||||
Pro forma results | ||||||||
Revenue | 114,492 | |||||||
Net loss | (4,945) | |||||||
AWG | ||||||||
Acquisition | ||||||||
Number of U.S. airports where the acquired entity operates public Wi-Fi | item | 17 | |||||||
Amount paid for settlement of the net equity adjustments | $ 147 | |||||||
Contingent consideration paid to AWG shareholders | $ 1,000 | |||||||
Change in Goodwill | (28) | |||||||
Increase in accrued expenses | 147 | |||||||
Increase in accumulated deficit | 175 | |||||||
Increase (Decrease) in Deferred Tax Liabilities | (175) | |||||||
Increase (Decrease) the Valuation Allowance for Deferred Tax Assets | $ 175 | |||||||
Estimated Fair Value | ||||||||
Cash paid | $ 14,800 | |||||||
Net equity adjustments | 147 | |||||||
Holdback consideration | 1,600 | |||||||
Contingent consideration | 980 | |||||||
Total consideration | 17,527 | |||||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||||||
Cash | 215 | |||||||
Restricted cash | 515 | |||||||
Accounts receivable | 988 | |||||||
Other current assets | 609 | |||||||
Property and equipment | 2,297 | |||||||
Accounts payable | (563) | |||||||
Accrued expenses | (515) | |||||||
Other current liabilities | (134) | |||||||
Capital lease obligations | (932) | |||||||
Other non-current liabilities | (130) | |||||||
Deferred tax liabilities | (3,386) | |||||||
Net tangible liabilities acquired | (1,036) | |||||||
Goodwill | 9,883 | |||||||
Total purchase price | 17,527 | |||||||
Holdback consideration paid | $ 1,600 | |||||||
AWG | Existing contracts and relationships | ||||||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||||||
Intangibles | $ 4,700 | |||||||
Estimated Useful Life | 6 years 8 months 12 days | |||||||
AWG | Technology | ||||||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||||||
Intangibles | $ 270 | |||||||
Estimated Useful Life | 6 years | |||||||
AWG | Trademark and tradename | ||||||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||||||
Intangibles | $ 120 | |||||||
Estimated Useful Life | 3 years | |||||||
AWG | Non-compete agreement | ||||||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||||||
Intangibles | $ 3,590 | |||||||
Estimated Useful Life | 5 years | |||||||
AWG | Identifiable intangible assets | ||||||||
Acquisition | ||||||||
Royalty rates (as a percent) | 0.50% | |||||||
AWG | Identifiable intangible assets | Minimum | ||||||||
Acquisition | ||||||||
Discount rate (as a percent) | 12.00% | |||||||
AWG | Identifiable intangible assets | Maximum | ||||||||
Acquisition | ||||||||
Discount rate (as a percent) | 14.00% | |||||||
AWG | Contingent consideration | ||||||||
Acquisition | ||||||||
Discount rate (as a percent) | 3.10% | |||||||
Endeka Group Inc | ||||||||
Acquisition | ||||||||
Milestone payment made | $ 17 | |||||||
Estimated Fair Value | ||||||||
Cash paid | $ 4,894 | |||||||
Holdback consideration | 275 | |||||||
Contingent consideration | 1,329 | |||||||
Total consideration | 6,498 | |||||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||||||
Cash | 20 | |||||||
Other current assets | 44 | |||||||
Property and equipment | 4,617 | |||||||
Other assets | 12 | |||||||
Accounts payable | (992) | |||||||
Other current liabilities | (211) | |||||||
Notes payable and financed liabilities | (6,476) | |||||||
Deferred tax liabilities | (2,637) | |||||||
Net tangible liabilities acquired | (5,623) | |||||||
Goodwill | 5,776 | |||||||
Total purchase price | 6,498 | |||||||
Holdback consideration paid | $ 275 | |||||||
Endeka Group Inc | Existing contracts and relationships | ||||||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||||||
Intangibles | $ 4,770 | |||||||
Estimated Useful Life | 10 years | |||||||
Endeka Group Inc | Technology | ||||||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||||||
Intangibles | $ 930 | |||||||
Estimated Useful Life | 6 years | |||||||
Endeka Group Inc | Trademark and tradename | ||||||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||||||
Intangibles | $ 300 | |||||||
Estimated Useful Life | 10 years | |||||||
Endeka Group Inc | Non-compete agreement | ||||||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||||||
Intangibles | $ 250 | |||||||
Estimated Useful Life | 2 years | |||||||
Endeka Group Inc | Other intangibles | ||||||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||||||
Intangibles | $ 95 | |||||||
Estimated Useful Life | 10 years | |||||||
Endeka Group Inc | Identifiable intangible assets | Minimum | ||||||||
Acquisition | ||||||||
Discount rate (as a percent) | 40.00% | |||||||
Royalty rates (as a percent) | 0.50% | |||||||
Endeka Group Inc | Identifiable intangible assets | Maximum | ||||||||
Acquisition | ||||||||
Discount rate (as a percent) | 50.00% | |||||||
Royalty rates (as a percent) | 1.50% | |||||||
Endeka Group Inc | Contingent consideration | ||||||||
Acquisition | ||||||||
Number of components of contingent consideration | item | 2 | |||||||
Discount rate (as a percent) | 50.50% |
Cash and cash equivalents and52
Cash and cash equivalents and marketable securities (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Cash and cash equivalents: | ||||
Cash | $ 12,488 | $ 3,247 | ||
Money market accounts | 2,230 | 5,602 | ||
Total cash and cash equivalents | 14,718 | 8,849 | $ 27,338 | $ 58,138 |
Short-term marketable securities: | ||||
Marketable securities | 0 | 1,614 | ||
Total short-term marketable securities | 0 | 1,614 | ||
Interest income | $ 66 | $ 114 | $ 181 |
Accounts receivables, net and53
Accounts receivables, net and other receivables (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Accounts receivables, net and other receivables | |||
Trade receivables, net of allowances | $ 41,736 | $ 25,562 | |
Unbilled access fees | 1,654 | 2,142 | |
Unbilled platform service arrangements | 162 | 213 | |
Accounts Receivable, Net, Current, Total | 43,552 | 27,917 | |
Unbilled access fees | 360 | 115 | |
Unbilled platform service arrangements | 3,472 | 0 | |
Non-current other receivables | 3,832 | 115 | |
Allowance for doubtful accounts | |||
Balance at the beginning of the period | 394 | 345 | $ 179 |
Additions charged to operations | 304 | 191 | 209 |
Deductions from reserves, net | (93) | (142) | (43) |
Balance at the end of the period | $ 605 | $ 394 | $ 345 |
Accrued expenses and other li54
Accrued expenses and other liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Accrued expenses and other liabilities | ||
Salaries and wages | $ 3,074 | $ 2,389 |
Revenue share | 4,560 | 5,683 |
Accrued partner network | 969 | 1,105 |
Accrued for construction-in-progress | 21,696 | 9,438 |
Settlement liabilities | 0 | 1,850 |
Accrued professional fees | 651 | 1,241 |
Accrued taxes | 916 | 327 |
Deferred rent | 22 | 18 |
Holdback liabilities | 0 | 1,615 |
Contingent consideration | 0 | 131 |
Other | 4,440 | 2,312 |
Total accrued expenses and other liabilities | $ 36,328 | $ 26,109 |
Property and equipment (Details
Property and equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property and equipment | |||
Total property and equipment | $ 337,888 | $ 198,764 | |
Less: accumulated depreciation and amortization | (123,388) | (86,992) | |
Total property and equipment, net | 214,500 | 111,772 | |
Depreciation and amortization | |||
Depreciation and amortization | 38,293 | 27,446 | $ 18,940 |
Abandoned build-out projects | |||
Asset impairment charge | |||
Impairment losses | 215 | ||
Certain software developed for internal use, change in the use | |||
Asset impairment charge | |||
Impairment losses | 406 | ||
Abandoned Wi Fi network assets resulting from venue termination agreement | |||
Asset impairment charge | |||
Impairment losses | 494 | ||
Network access | |||
Depreciation and amortization | |||
Depreciation and amortization | 22,666 | 18,074 | 12,651 |
Network operations | |||
Depreciation and amortization | |||
Depreciation and amortization | 9,058 | 5,662 | 4,091 |
Development and Technology | |||
Depreciation and amortization | |||
Depreciation and amortization | 5,441 | 3,381 | 1,992 |
General and administrative | |||
Depreciation and amortization | |||
Depreciation and amortization | 1,128 | 329 | $ 206 |
Leasehold improvements | |||
Property and equipment | |||
Total property and equipment | 243,743 | 152,627 | |
Construction in progress | |||
Property and equipment | |||
Total property and equipment | 57,692 | 20,104 | |
Software | |||
Property and equipment | |||
Total property and equipment | 24,349 | 17,827 | |
Computer equipment | |||
Property and equipment | |||
Total property and equipment | 10,366 | 7,909 | |
Furniture, fixtures and office equipment | |||
Property and equipment | |||
Total property and equipment | 1,738 | 297 | |
Equipment acquired under capital leases | |||
Property and equipment | |||
Total property and equipment | 5,080 | 1,209 | |
Less: accumulated depreciation and amortization | $ (932) | $ (300) |
Intangible assets (Details)
Intangible assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Changes in intangible assets | ||
Finite-Lived Intangible Assets, Net, Beginning Balance | $ 19,676 | $ 23,413 |
Amortization expense | (3,594) | (3,682) |
Impairment loss | (27) | (55) |
Finite-Lived Intangible Assets, Net, Ending Balance | $ 16,055 | $ 19,676 |
Intangible assets (Details 2)
Intangible assets (Details 2) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Intangible assets | |||
Historical cost | $ 30,634 | $ 43,919 | |
Accumulated Amortization | (14,579) | (24,243) | |
Finite-Lived Intangible Assets, Net, Total | 16,055 | 19,676 | $ 23,413 |
Amortization expense for fiscal years 2016 through 2020 and thereafter | |||
2,016 | 3,451 | ||
2,017 | 3,221 | ||
2,018 | 2,372 | ||
2,019 | 1,634 | ||
2,020 | 1,556 | ||
Thereafter | 3,821 | ||
Finite-Lived Intangible Assets, Net, Total | 16,055 | 19,676 | $ 23,413 |
Venue contracts | |||
Intangible assets | |||
Historical cost | 23,630 | 36,356 | |
Accumulated Amortization | (11,104) | (21,582) | |
Finite-Lived Intangible Assets, Net, Total | 12,526 | 14,774 | |
Amortization expense for fiscal years 2016 through 2020 and thereafter | |||
Finite-Lived Intangible Assets, Net, Total | 12,526 | 14,774 | |
Non-compete agreement | |||
Intangible assets | |||
Historical cost | 3,590 | 3,840 | |
Accumulated Amortization | (1,556) | (1,067) | |
Finite-Lived Intangible Assets, Net, Total | 2,034 | 2,773 | |
Amortization expense for fiscal years 2016 through 2020 and thereafter | |||
Finite-Lived Intangible Assets, Net, Total | 2,034 | 2,773 | |
Technology | |||
Intangible assets | |||
Historical cost | 2,310 | 2,300 | |
Accumulated Amortization | (1,295) | (863) | |
Finite-Lived Intangible Assets, Net, Total | 1,015 | 1,437 | |
Amortization expense for fiscal years 2016 through 2020 and thereafter | |||
Finite-Lived Intangible Assets, Net, Total | 1,015 | 1,437 | |
Advertiser relationships | |||
Intangible assets | |||
Historical cost | 70 | 70 | |
Accumulated Amortization | (48) | (34) | |
Finite-Lived Intangible Assets, Net, Total | 22 | 36 | |
Amortization expense for fiscal years 2016 through 2020 and thereafter | |||
Finite-Lived Intangible Assets, Net, Total | 22 | 36 | |
Patents, trademarks and other | |||
Intangible assets | |||
Historical cost | 1,034 | 1,353 | |
Accumulated Amortization | (576) | (697) | |
Finite-Lived Intangible Assets, Net, Total | 458 | 656 | |
Amortization expense for fiscal years 2016 through 2020 and thereafter | |||
Finite-Lived Intangible Assets, Net, Total | $ 458 | $ 656 |
Fair value measurement (Details
Fair value measurement (Details) - Recurring basis - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Assets: | ||
Money market accounts | $ 2,230 | $ 5,602 |
Marketable securities | 1,614 | |
Total assets | 2,230 | 7,216 |
Liabilities: | ||
Contingent consideration | 131 | |
Total liabilities | 131 | |
Level 1 | ||
Assets: | ||
Money market accounts | 2,230 | 5,602 |
Marketable securities | 0 | |
Total assets | 2,230 | 5,602 |
Liabilities: | ||
Contingent consideration | 0 | |
Total liabilities | 0 | |
Level 2 | ||
Assets: | ||
Money market accounts | 0 | 0 |
Marketable securities | 1,614 | |
Total assets | 0 | 1,614 |
Liabilities: | ||
Contingent consideration | 0 | |
Total liabilities | 0 | |
Level 3 | ||
Assets: | ||
Money market accounts | 0 | 0 |
Marketable securities | 0 | |
Total assets | $ 0 | 0 |
Liabilities: | ||
Contingent consideration | 131 | |
Total liabilities | $ 131 |
Fair value measurement (Detai59
Fair value measurement (Details 2) - Contingent consideration - Endeka and AWG - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation between the beginning and ending balances related to the fair value of contingent consideration | ||
Beginning balance | $ 131 | $ 1,942 |
Payment of contingent consideration | (17) | (1,000) |
Change in fair value | (114) | (811) |
Ending Balance | $ 0 | $ 131 |
Stockholders' equity (Details)
Stockholders' equity (Details) - shares shares in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Stockholders' equity (deficit) | ||
Common stock authorized (in shares) | 100,000 | 100,000 |
Shares of Common Stock reserved | ||
Outstanding stock options (in shares) | 3,748 | 4,341 |
Total (in shares) | 11,545 | 10,218 |
2001 Plan | ||
Shares of Common Stock reserved | ||
Outstanding stock options (in shares) | 1,220 | 1,525 |
2011 Plan | ||
Shares of Common Stock reserved | ||
Outstanding stock options (in shares) | 2,528 | 2,816 |
Outstanding RSUs (in shares) | 1,819 | 1,385 |
Number of shares available for grant (in shares) | 5,978 | 4,492 |
Credit Facility (Details)
Credit Facility (Details) - USD ($) $ in Thousands | Nov. 21, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 31, 2015 |
Amortization of debt issuance costs | ||||
2,016 | $ 197 | |||
2,017 | 197 | |||
2,018 | 174 | |||
Amortization of debt issuance costs | 568 | |||
Line of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Deferred finance costs | $ 711 | $ 62 | ||
Amortization and interest expense capitalized | $ 648 | |||
Amortization and interest expense recorded | $ 34 | |||
Line of Credit | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Interest rate percentage | 2.67% | |||
Line of Credit | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Interest rate percentage | 3.33% | |||
Line of Credit | LIBOR | ||||
Line of Credit Facility [Line Items] | ||||
Floating interest rate, basis | LIBOR | |||
Line of Credit | LIBOR | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Spread on floating interest rate (as a percent) | 2.50% | |||
Line of Credit | LIBOR | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Spread on floating interest rate (as a percent) | 3.50% | |||
Line of Credit | Prime Rate | ||||
Line of Credit Facility [Line Items] | ||||
Floating interest rate, basis | Prime Rate | |||
Line of Credit | Prime Rate | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Spread on floating interest rate (as a percent) | 1.50% | |||
Line of Credit | Prime Rate | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Spread on floating interest rate (as a percent) | 2.50% | |||
Revolving Line of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | 46,500 | |||
Maximum borrowing capacity with an option to increase the available amount upon the satisfaction of certain conditions | 86,500 | |||
Amount outstanding | $ 15,000 | $ 0 | ||
Revolving Line of Credit | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Fee on unused portion of Revolving Line of Credit(as a percent) | 0.375% | |||
Revolving Line of Credit | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Fee on unused portion of Revolving Line of Credit(as a percent) | 0.50% | |||
Term Loan | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 3,500 | |||
Outstanding balance | $ 2,625 | |||
Term of the debt | 4 years | |||
Interest rate percentage | 3.30% | |||
Principal payments of Term Loan | ||||
2,016 | $ 875 | |||
2,017 | 875 | |||
2,018 | 875 | |||
Debt, Total | $ 2,625 |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | |
U.S. federal: | |||||
Current | $ 27 | $ 6 | $ (402) | ||
Deferred | 319 | 328 | 1,158 | ||
Total U.S. federal | 346 | 334 | 756 | ||
U.S. state and local: | |||||
Current | 134 | 226 | 248 | ||
Deferred | 1 | 140 | 457 | ||
Total U.S. state and local | $ 135 | $ 366 | $ 705 | ||
Reconciliation from U.S. federal statutory tax rate to effective income taxes rate | |||||
Federal statutory rate (as a percent) | 34.00% | 34.00% | 34.00% | ||
State and local (as a percent) | 4.10% | 4.60% | (5.70%) | ||
Foreign rate differential (as a percent) | (0.50%) | (0.70%) | (3.20%) | ||
Stock options (as a percent) | (1.50%) | (0.50%) | (0.70%) | ||
Non-controlling interests (as a percent) | 0.50% | 1.90% | 15.20% | ||
Valuation allowance (as a percent) | (39.00%) | (45.10%) | (128.50%) | ||
Transaction costs (as a percent) | 0.00% | 0.00% | (6.70%) | ||
Purchase price adjustments (as a percent) | 0.00% | 0.00% | 6.60% | ||
Revaluation of deferred tax assets (as a percent) | 0.00% | 0.00% | 2.80% | ||
Uncertain tax positions (as a percent) | (0.10%) | (0.10%) | (2.90%) | ||
Return to provision (as a percent) | 0.00% | 0.60% | 9.30% | ||
Other (as a percent) | 0.30% | 1.40% | 1.10% | ||
Effective Income Tax Rate Reconciliation, Percent, Total | (2.20%) | (3.90%) | (78.70%) | ||
Deferred tax assets: | |||||
Net operating loss carryforwards | $ 16,895 | $ 10,115 | |||
Outside basis differences for U.S. partnerships | 6,190 | 3,710 | |||
Stock options | 3,882 | 3,348 | |||
Deferred revenue | 376 | 648 | |||
Deferred compensation | 301 | 144 | |||
State taxes | 67 | 45 | |||
Other | 1,312 | 1,341 | |||
Valuation allowance | $ (12,470) | $ (4,101) | $ (1,669) | (19,548) | (12,470) |
Net Deferred Tax Assets | 9,475 | 6,881 | |||
Deferred tax liabilities: | |||||
Intangible assets | (6,268) | (6,855) | |||
Property and equipment | (6,172) | (2,671) | |||
Net deferred tax liabilities | (12,440) | (9,526) | |||
Net deferred taxes | (2,965) | (2,645) | |||
Net operating loss carryforwards | |||||
The tax effected amount of gross unrealized net operating loss carryforwards | 6,933 | ||||
Foreign loss before income taxes | $ 1,381 | 1,251 | 559 | ||
Period of cumulative results for determination of releasing valuation allowance | 3 years | ||||
Changes in the valuation allowance | |||||
Balance at the beginning of the period | $ 12,470 | 4,101 | 1,669 | ||
Additions charged to operations | 7,078 | 8,369 | 2,432 | ||
Decrease credited to operations | 0 | 0 | 0 | ||
Balance at the end of the period | $ 19,548 | $ 12,470 | 4,101 | ||
Windfall Tax Benefits from Stock Option Exercises | $ 55 | ||||
United Kingdom | |||||
Net operating loss carryforwards | |||||
Foreign subsidiary deferred tax asset | 1,528 | ||||
Brazil | |||||
Net operating loss carryforwards | |||||
Foreign subsidiary deferred tax asset | 476 | ||||
Federal | |||||
Net operating loss carryforwards | |||||
The tax effected amount of gross unrealized net operating loss carryforwards | 55,278 | 35,555 | |||
State | |||||
Net operating loss carryforwards | |||||
The tax effected amount of gross unrealized net operating loss carryforwards | 68,614 | 55,457 | |||
Foreign | |||||
Net operating loss carryforwards | |||||
The tax effected amount of gross unrealized net operating loss carryforwards | $ 9,042 | $ 7,661 |
Income taxes (Details 2)
Income taxes (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income taxes | ||
Uncertain tax positions | $ 363 | $ 459 |
Uncertain tax positions, reduction to deferred tax assets | 84 | 106 |
Accrued interest, net of federal income tax benefits, and penalties | 50 | 67 |
Unrecognized tax benefits that would affect the effective tax rate | 229 | |
Reconciliation of unrecognized tax benefits | ||
Balance at the beginning of the period | 392 | 392 |
Additions for current period tax positions | 0 | 0 |
Effective settlement during the current period | (79) | |
Balance at the end of the period | $ 313 | $ 392 |
Commitments and contingencies64
Commitments and contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Commitments and contingencies | |||
Rent expense for leases | $ 25,099 | $ 29,434 | $ 20,234 |
Interest expense associated with the capital leases | 58 | 33 | 15 |
Rent expense for leases of office facilities | 2,995 | 1,621 | 1,227 |
Sublease income included in rent expenses | $ 13 | 27 | $ 54 |
Term of capital lease | 3 years | ||
Capital Leases | |||
2,016 | $ 1,610 | ||
2,017 | 1,686 | ||
2,018 | 554 | ||
2,019 | 0 | ||
2,020 | 0 | ||
Thereafter | 0 | ||
Minimum lease payments | 3,850 | ||
Less: Amounts representing interest ranging from 2.4% to 7.7% | (23) | ||
Capital leases minimum lease payments | 3,827 | ||
Current portion | 1,610 | 309 | |
Non-current portion | 2,217 | $ 381 | |
Operating Leases and Venue Guarantees | |||
2,016 | 11,536 | ||
2,017 | 10,431 | ||
2,018 | 9,567 | ||
2,019 | 7,273 | ||
2,020 | 6,961 | ||
Thereafter | 29,777 | ||
Minimum lease payments | $ 75,545 | ||
Minimum | |||
Capital and operating leases | |||
Interest rate (as a percent) | 2.40% | ||
Maximum | |||
Capital and operating leases | |||
Initial term of operating leases | 20 years | ||
Interest rate (as a percent) | 7.70% |
Commitments and contingencies65
Commitments and contingencies (Details 2) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($)item | |
Employment contracts | |
Number of officers with whom the entity entered into employment contracts | item | 9 |
Underpaid revenue share payments and related interest | |
Other matters | |
Claim value | $ | $ 4,600 |
Letter of Credit | |
Letters of credit | |
Current issued borrowing capacity | $ | $ 3,643 |
Term period of Letters of Credit agreements | 11 months |
Number of drafts drawn under Letters of Credit | item | 0 |
Stock repurchases (Details)
Stock repurchases (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2015 | Apr. 01, 2013 | |
Stock repurchases | |||
Number of shares repurchased and retired under the stock repurchase program | 722,000 | ||
Value of shares repurchased and retired under the stock repurchase program excluding commissions paid | $ 4,820 | ||
Average price under the stock repurchase program (in dollars per share) | $ 6.68 | ||
Remaining amount authorized for the share repurchase program | $ 5,180 | ||
Maximum | |||
Stock repurchases | |||
Amount of common stock approved by the entity for a stock repurchase program | $ 10,000 |
Stock incentive plans (Details)
Stock incentive plans (Details) - shares | 12 Months Ended | 58 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stock incentive plans | |||
Number of stock options granted | 0 | ||
Number of stock options outstanding | 3,748,000 | 3,748,000 | 4,341,000 |
RSU | |||
Stock incentive plans | |||
Number of RSUs granted (in shares) | 1,472,000 | ||
2011 Plan | |||
Stock incentive plans | |||
Common stock shares reserved for issuance | 10,324,899 | 10,324,899 | |
Annual percentage increase alternative, increase in common stock reserved for issuance as a percentage of common stock outstanding | 4.50% | ||
Annual fixed increase alternative, increase in shares of common stock reserved for issuance (in shares) | 3,000,000 | ||
Number of stock options outstanding | 2,528,000 | 2,528,000 | 2,816,000 |
2011 Plan | Stock options | |||
Stock incentive plans | |||
Number of stock options granted | 5,229,486 | ||
2011 Plan | RSU | |||
Stock incentive plans | |||
Number of RSUs granted (in shares) | 3,896,251 | ||
2001 Plan | |||
Stock incentive plans | |||
Number of stock options outstanding | 1,220,000 | 1,220,000 | 1,525,000 |
2001 Plan | Stock options | |||
Stock incentive plans | |||
Number of stock options outstanding | 1,220,562 | 1,220,562 |
Stock incentive plans (Details
Stock incentive plans (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Recognized stock-based compensation expense | |||
Total stock-based compensation | $ 9,398 | $ 7,164 | $ 4,506 |
Stock-based compensation expense capitalized | 778 | 398 | |
Network operations | |||
Recognized stock-based compensation expense | |||
Total stock-based compensation | 1,504 | 1,356 | 888 |
Development and Technology | |||
Recognized stock-based compensation expense | |||
Total stock-based compensation | 731 | 600 | 380 |
Selling and marketing | |||
Recognized stock-based compensation expense | |||
Total stock-based compensation | 3,411 | 2,017 | 1,045 |
General and administrative | |||
Recognized stock-based compensation expense | |||
Total stock-based compensation | $ 3,752 | $ 3,191 | $ 2,193 |
Stock incentive plans (Detail69
Stock incentive plans (Details 3) - Stock options | 12 Months Ended |
Dec. 31, 2015 | |
Stock incentive plans | |
Vesting period | 4 years |
Vesting percentage when the individual completes 12 months of continuous service | 25.00% |
Continuous service period of individual | 12 months |
Vesting percentage on a monthly basis | 75.00% |
Stock incentive plans (Detail70
Stock incentive plans (Details 4) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Number of Options | |||
Outstanding at the beginning of the period (in shares) | 4,341,000 | ||
Granted (in shares) | 0 | ||
Exercised (in shares) | (440,000) | (458,000) | (461,000) |
Canceled/forfeited (in shares) | (153,000) | ||
Outstanding at the end of the period (in shares) | 3,748,000 | 4,341,000 | |
Vested, exercisable and expected to vest at the end of the period (in shares) | 3,728,000 | ||
Exercisable at the end of the period (in shares) | 3,175,000 | ||
Weighted Average Exercise Price | |||
Outstanding at the beginning of the period (in dollars per share) | $ 6.60 | ||
Exercised (in dollars per share) | 3.12 | ||
Canceled/forfeited (in dollars per share) | 9.51 | ||
Outstanding at the end of the period (in dollars per share) | 6.89 | $ 6.60 | |
Vested and expected to vest at the end of the period (in dollars per share) | 6.89 | ||
Exercisable at the end of the period (in dollars per share) | $ 6.73 | ||
Weighted-Average Remaining Contract Life (years) | |||
Outstanding | 5 years | 5 years 9 months 18 days | |
Vested and expected to vest at the end of the period | 5 years | ||
Exercisable at the end of the period | 4 years 7 months 6 days | ||
Aggregate Intrinsic Value | |||
Outstanding at the beginning of the period | $ 11,017 | ||
Outstanding at the end of the period | 6,611 | $ 11,017 | |
Vested and expected to vest at the end of the period | 6,605 | ||
Exercisable at the end of the period | 6,475 | ||
Cash proceeds from exercise of stock option | 1,373 | 1,158 | $ 614 |
Total intrinsic value of stock options exercised (in dollars) | $ 2,214 | $ 2,027 | 2,662 |
Tax benefits for the deductions from stock option exercises | $ 55 | ||
Weighted average grant-date fair value of stock options granted (in dollars per share) | $ 2.92 | $ 3.03 |
Stock incentive plans (Detail71
Stock incentive plans (Details 5) - Unvested stock option $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Stock incentive plans | |
Total unrecognized stock-based compensation expense | $ 1,564 |
Weighted average period over which unrecognized compensation expense is expected to be recognized | 1 year 2 months 12 days |
Stock incentive plans (Detail72
Stock incentive plans (Details 6) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($)item$ / sharesshares | |
RSU | |
Number of Shares | |
Non-vested at beginning of period (in shares) | 1,385,000 |
Granted (in shares) | 1,472,000 |
Vested (in shares) | (949,000) |
Canceled/ forfeited (in shares) | (89,000) |
Non-vested at end of period (in shares) | 1,819,000 |
Weighted Average Grant-Date Fair Value | |
Non-vested at beginning period (In dollars per share) | $ / shares | $ 6.09 |
Granted (In dollars per share) | $ / shares | 7.55 |
Vested (In dollars per share) | $ / shares | 7.69 |
Canceled/forfeited (In dollars per share) | $ / shares | 7.14 |
Non-vested at end of period (In dollars per share) | $ / shares | $ 6.39 |
Total unrecognized stock-based compensation expense | $ | $ 9,510 |
Weighted average period over which unrecognized compensation expense is expected to be recognized | 1 year 11 months 12 days |
Time-based restricted stock unit awards | |
Number of Shares | |
Vested (in shares) | (949,254) |
Weighted Average Grant-Date Fair Value | |
Shares of common stock issued resulting from vesting | 618,238 |
Time-based restricted stock unit awards | Executive and non executive personnel | Minimum | |
Stock incentive plans | |
Vesting period | 2 years |
Time-based restricted stock unit awards | Executive and non executive personnel | Maximum | |
Stock incentive plans | |
Vesting period | 3 years |
Time-based restricted stock unit awards | Existing board members | |
Stock incentive plans | |
Vesting period | 1 year |
Time-based restricted stock unit awards | New board members | |
Stock incentive plans | |
Vesting period | 4 years |
Vesting percentage when the individual completes 12 months of continuous service | 25.00% |
Performance-based restricted stock unit awards | |
Stock incentive plans | |
Vesting percentage when the individual completes 12 months of continuous service | 33.00% |
Continuous service period of individual | 12 months |
Number of equal quarterly installments for remaining award vesting | item | 8 |
Employee benefit plan (Details)
Employee benefit plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Employee benefit plan | |||
Employer contributions made to the plan | $ 511 | $ 393 | $ 330 |
Net loss per share attributab74
Net loss per share attributable to common stockholders (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Numerator: | |||||||||||
Net loss attributable to common stockholders, basic and diluted | $ (22,292) | $ (19,521) | $ (3,968) | ||||||||
Denominator: | |||||||||||
Weighted average common stock, basic and diluted (in shares) | 36,849 | 35,753 | 35,578 | ||||||||
Net loss per share attributable to common stockholders: | |||||||||||
Basic and diluted (in dollars per share) | $ (0.10) | $ (0.13) | $ (0.16) | $ (0.22) | $ (0.18) | $ (0.11) | $ (0.10) | $ (0.15) | $ (0.60) | $ (0.55) | $ (0.11) |
Quarterly financial data (una75
Quarterly financial data (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Quarterly financial data (unaudited) | |||||||||||
Revenue | $ 38,771 | $ 37,186 | $ 34,277 | $ 29,392 | $ 33,627 | $ 30,822 | $ 28,396 | $ 26,452 | $ 139,626 | $ 119,297 | $ 106,746 |
Loss from operations | (3,504) | (4,759) | (5,765) | (7,603) | (6,014) | (3,487) | (3,352) | (5,173) | (21,631) | (18,026) | (1,894) |
Net loss attributable to common stockholders | $ (3,654) | $ (4,819) | $ (5,937) | $ (7,882) | $ (6,524) | $ (3,815) | $ (3,734) | $ (5,448) | $ (22,292) | $ (19,521) | $ (3,968) |
Basic and diluted loss per share (in dollars per share) | $ (0.10) | $ (0.13) | $ (0.16) | $ (0.22) | $ (0.18) | $ (0.11) | $ (0.10) | $ (0.15) | $ (0.60) | $ (0.55) | $ (0.11) |
Subsequent events (Details)
Subsequent events (Details) - USD ($) $ in Thousands | Feb. 23, 2016 | Feb. 29, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Feb. 22, 2016 | Nov. 21, 2014 |
Subsequent events | |||||||
Additional borrowings | $ 20,000 | $ 3,500 | $ 0 | ||||
Revolving Line of Credit | |||||||
Subsequent events | |||||||
Maximum borrowing capacity | $ 46,500 | ||||||
Performance-based restricted stock unit awards | |||||||
Subsequent events | |||||||
Vesting percentage upon completion of continuous service | 33.00% | ||||||
Subsequent Event | Revolving Line of Credit | |||||||
Subsequent events | |||||||
Additional borrowings | $ 5,000 | ||||||
Increase in borrowing capacity | $ 23,250 | ||||||
Maximum borrowing capacity | $ 69,750 | $ 46,500 | |||||
Subsequent Event | Certain Executives | Time-based restricted stock unit awards | |||||||
Subsequent events | |||||||
Granted (in shares) | 975,000 | ||||||
Subsequent Event | Certain Executives | Performance-based restricted stock unit awards | |||||||
Subsequent events | |||||||
Granted (in shares) | 975,000 | ||||||
Subsequent Event | Other executive officers | Time-based restricted stock unit awards | |||||||
Subsequent events | |||||||
Granted (in shares) | 192,000 | ||||||
Vesting period | 3 years | ||||||
Subsequent Event | Other executive officers | Performance-based restricted stock unit awards | |||||||
Subsequent events | |||||||
Granted (in shares) | 192,000 | ||||||
Vesting percentage upon completion of continuous service | 8.33% | ||||||
Subsequent Event | Other executive officers | Performance-based restricted stock unit awards | Before March 15, 2018 | |||||||
Subsequent events | |||||||
Vesting percentage | 66.67% | ||||||
Subsequent Event | Other executive officers | Performance-based restricted stock unit awards | On May 1, 2018 | |||||||
Subsequent events | |||||||
Vesting percentage | 8.33% | ||||||
Subsequent Event | Non-executive personnel | Time-based restricted stock unit awards | |||||||
Subsequent events | |||||||
Granted (in shares) | 539,000 | ||||||
Vesting period | 3 years |