Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Jul. 29, 2016 | |
Document and Entity Information | ||
Entity Registrant Name | BOINGO WIRELESS INC | |
Entity Central Index Key | 1,169,988 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 38,117,060 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 9,291 | $ 14,718 |
Accounts receivable, net | 48,301 | 43,552 |
Prepaid expenses and other current assets | 4,605 | 3,876 |
Total current assets | 62,197 | 62,146 |
Property and equipment, net | 236,680 | 214,500 |
Goodwill | 42,403 | 42,403 |
Intangible assets, net | 14,305 | 16,055 |
Other assets | 5,577 | 5,908 |
Total assets | 361,162 | 341,012 |
Current liabilities: | ||
Accounts payable | 14,262 | 29,376 |
Accrued expenses and other liabilities | 30,045 | 36,328 |
Deferred revenue | 40,165 | 25,759 |
Current portion of long-term debt | 875 | 875 |
Current portion of capital leases | 1,751 | 1,610 |
Total current liabilities | 87,098 | 93,948 |
Deferred revenue, net of current portion | 136,972 | 106,825 |
Long-term debt | 21,313 | 16,750 |
Long-term portion of capital leases | 2,181 | 2,217 |
Deferred tax liabilities | 3,221 | 2,965 |
Other liabilities | 8,265 | 6,272 |
Total liabilities | 259,050 | 228,977 |
Commitments and contingencies (Note 8) | ||
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; 38,104 and 37,325 shares issued and outstanding at June 30, 2016 and December 31, 2015, respectively | 4 | 4 |
Additional paid-in capital | 205,025 | 197,612 |
Accumulated deficit | (102,520) | (85,176) |
Accumulated other comprehensive loss | (854) | (1,160) |
Total common stockholders' equity | 101,655 | 111,280 |
Non-controlling interests | 457 | 755 |
Total stockholders' equity | 102,112 | 112,035 |
Total liabilities and stockholders' equity | $ 361,162 | $ 341,012 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Condensed 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 | 38,104 | 37,325 |
Common stock, shares outstanding | 38,104 | 37,325 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Condensed Consolidated Statements of Operations | ||||
Revenue | $ 39,075 | $ 34,277 | $ 73,574 | $ 63,669 |
Costs and operating expenses: | ||||
Network access | 16,915 | 16,011 | 31,593 | 29,634 |
Network operations | 10,418 | 7,902 | 20,868 | 15,941 |
Development and technology | 5,267 | 4,786 | 10,620 | 8,977 |
Selling and marketing | 4,882 | 4,781 | 9,550 | 9,197 |
General and administrative | 7,700 | 5,689 | 15,852 | 11,522 |
Amortization of intangible assets | 862 | 873 | 1,727 | 1,766 |
Total costs and operating expenses | 46,044 | 40,042 | 90,210 | 77,037 |
Loss from operations | (6,969) | (5,765) | (16,636) | (13,368) |
Interest and other (expense) income, net | (152) | 19 | (182) | (1) |
Loss before income taxes | (7,121) | (5,746) | (16,818) | (13,369) |
Income tax expense | 124 | 82 | 362 | 286 |
Net loss | (7,245) | (5,828) | (17,180) | (13,655) |
Net income attributable to non-controlling interests | 21 | 109 | 70 | 164 |
Net loss attributable to common stockholders | $ (7,266) | $ (5,937) | $ (17,250) | $ (13,819) |
Net loss per share attributable to common stockholders: | ||||
Basic (in dollars per share) | $ (0.19) | $ (0.16) | $ (0.46) | $ (0.38) |
Diluted (in dollars per share) | $ (0.19) | $ (0.16) | $ (0.46) | $ (0.38) |
Weighted average shares used in computing net loss per share attributable to common stockholders: | ||||
Basic (in shares) | 37,944 | 36,724 | 37,749 | 36,558 |
Diluted (in shares) | 37,944 | 36,724 | 37,749 | 36,558 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Condensed Consolidated Statements of Comprehensive Income (Loss) | ||||
Net loss | $ (7,245) | $ (5,828) | $ (17,180) | $ (13,655) |
Other comprehensive income (loss), net of tax | ||||
Foreign currency translation adjustments | 131 | 52 | 224 | (295) |
Comprehensive loss | (7,114) | (5,776) | (16,956) | (13,950) |
Comprehensive (loss) income attributable to non-controlling interest | (26) | 102 | (12) | 209 |
Comprehensive loss attributable to common stockholders | $ (7,088) | $ (5,878) | $ (16,944) | $ (14,159) |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Stockholders' Equity - 6 months ended Jun. 30, 2016 - USD ($) shares in Thousands, $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Non-controlling Interests | Total |
Balance at Dec. 31, 2015 | $ 4 | $ 197,612 | $ (85,176) | $ (1,160) | $ 755 | $ 112,035 |
Balance (in shares) at Dec. 31, 2015 | 37,325 | 37,325 | ||||
Issuance of common stock under stock incentive plans | 1,784 | $ 1,784 | ||||
Issuance of common stock under stock incentive plans (in shares) | 779 | |||||
Shares withheld for taxes | (1,520) | (1,520) | ||||
Stock-based compensation expense | 7,055 | 7,055 | ||||
Non-controlling interests distributions | (286) | (286) | ||||
Cumulative effect of a change in accounting principle | 94 | (94) | ||||
Net loss | (17,250) | 70 | (17,180) | |||
Other comprehensive income ( loss) | 306 | (82) | 224 | |||
Balance at Jun. 30, 2016 | $ 4 | $ 205,025 | $ (102,520) | $ (854) | $ 457 | $ 102,112 |
Balance (in shares) at Jun. 30, 2016 | 38,104 | 38,104 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities | ||
Net loss | $ (17,180) | $ (13,655) |
Adjustments to reconcile net loss including non-controlling interests to net cash provided by operating activities: | ||
Depreciation and amortization of property and equipment | 21,708 | 17,866 |
Amortization of intangible assets | 1,727 | 1,766 |
Impairment loss | 23 | 160 |
(Gain) loss on disposal of fixed assets | (4) | 5 |
Stock-based compensation | 6,684 | 3,934 |
Change in fair value of contingent consideration | 0 | (114) |
Change in deferred income taxes | 256 | 207 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (4,691) | (12,600) |
Prepaid expenses and other assets | 147 | (1,275) |
Accounts payable | (1,199) | 2,237 |
Accrued expenses and other liabilities | 3,642 | 911 |
Deferred revenue | 44,554 | 35,395 |
Net cash provided by operating activities | 55,667 | 34,837 |
Cash flows from investing activities | ||
Proceeds from sales of marketable securities | 0 | 1,614 |
Purchases of property and equipment | (64,257) | (33,306) |
Proceeds from sales of property and equipment | 0 | 8 |
Net cash used in investing activities | (64,257) | (31,684) |
Cash flows from financing activities | ||
Proceeds from credit facility | 5,000 | 15,000 |
Proceeds from exercise of stock options | 1,784 | 1,028 |
Principal payments on debt | (438) | (5,438) |
Debt issuance costs | (124) | 0 |
Payments of capital leases and notes payable | (1,277) | (188) |
Payment of other acquisition related consideration | 0 | (17) |
Payments of withholding tax on net issuance of restricted stock units | (1,520) | (1,354) |
Payments to non-controlling interest | (286) | (500) |
Net cash provided by financing activities | 3,139 | 8,531 |
Effect of exchange rates on cash | 24 | (15) |
Net (decrease) increase in cash and cash equivalents | (5,427) | 11,669 |
Cash and cash equivalents at beginning of period | 14,718 | 8,849 |
Cash and cash equivalents at end of period | 9,291 | 20,518 |
Supplemental disclosure of non-cash investing and financing activities | ||
Property and equipment costs in accounts payable, accrued expenses and other liabilities | 22,011 | 33,202 |
Purchase of equipment and prepaid maintenance services under capital financing arrangements | $ 3,067 | $ 3,099 |
The business
The business | 6 Months Ended |
Jun. 30, 2016 | |
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 on 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 one and a half 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 | 6 Months Ended |
Jun. 30, 2016 | |
Summary of significant accounting policies | |
Summary of significant accounting policies | 2. Summary of significant accounting policies Basis of presentation The accompanying interim unaudited condensed consolidated financial statements and related notes for the three and six months ended June 30, 2016 and 2015 are unaudited. The unaudited interim condensed consolidated financial information has been prepared in accordance with the rules and regulations of the SEC for interim financial information. Accordingly, these financial statements do not include all of the information and footnotes required by generally accepted accounting principles (“GAAP”) in the United States of America (“U.S.”) for complete financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and the accompanying notes for the year ended December 31, 2015 contained in our annual report on Form 10-K filed with the SEC on March 11, 2016. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and in the opinion of management, reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of our results of operations and cash flows for the three and six months ended June 30, 2016 and 2015, and our financial position as of June 30, 2016. The year-end balance sheet data was derived from audited consolidated financial statements, but does not include all disclosures required by GAAP. Interim results are not necessarily indicative of the results to be expected for an entire year or any other future year or interim period. In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting , which simplifies several aspects of the accounting for share-based payments including the following: entities record all excess tax benefits and tax deficiencies as an income tax benefit or expense in the income statement; entities classify excess tax benefits as an operating activity in the statement of cash flows; entities elect an accounting policy to either estimate the number of forfeitures (current U.S. GAAP) or account for forfeitures when they occur; and entities can withhold up to the maximum individual statutory rate without classifying the awards as a liability with the cash paid to satisfy the statutory income tax withholding obligation classified as a financing activity in the statement of cash flows. The standard provides for prospective, retrospective, or modified retrospective adoption of each of the changes, and the standard is effective for public entities for interim and annual periods beginning after December 15, 2016. Early adoption is permitted and we elected to early adopt ASU 2016-09 as of January 1, 2016. As a result of this adoption, we recorded $6,933 and $589 of net deferred tax assets related to our federal and state net operating losses for excess windfall tax benefits, respectively, as of January 1, 2016. We established a full valuation allowance against those deferred tax assets as of January 1, 2016 based on the determination that it was more likely than not that those deferred tax assets would not be realized. We also elected to change our accounting policy to account for forfeitures when they occur on a modified retrospective basis. The change in our accounting policy resulted in a $94 increase to additional paid-in capital and accumulated deficit as of January 1, 2016. Principles of consolidation The unaudited condensed 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 and we accounted for this transaction as an acquisition of the remaining interest of an entity that had already been majority-owned by the Company. 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. Segment and geographical 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. The following is a summary of our revenue by primary revenue source: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Revenue: DAS $ $ $ $ Military Retail Wholesale—Wi-Fi Advertising and other Total revenue $ $ $ $ Revenue recognition We generate revenue from several sources including: (i) DAS customers that are telecom operators under long-term contracts for access to our DAS at our managed and operated locations, (ii) military and retail customers under subscription plans for month-to-month network access that automatically renew, and military and retail single-use access from sales of hourly, daily or other single-use access plans, (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. 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. Subscription fees from military and retail 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 military and retail 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 military and retail single-use access is recognized when access is provided. 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 generally 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 condensed consolidated balance sheets. As of June 30, 2016 and December 31, 2015, the Company had $( 854) and $(1,160), respectively, of cumulative foreign currency translation adjustments, net of tax, which was $0 as of June 30, 2016 and December 31, 2015 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 condensed consolidated statements of operations. 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 condensed consolidated balance sheets for cash and cash equivalents, 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. 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 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 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 updates and 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. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which amends the principal versus agent guidance in the new revenue standard. ASU 2016-08 clarifies that the analysis must focus on whether the entity has control of the goods or services before they are transferred to the customer. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing , which amends the revenue guidance on identifying performance obligations and accounting for licenses of intellectual property. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients , which amends certain aspects of Topic 606. The standard, as amended, 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 new 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. |
Cash and cash equivalents
Cash and cash equivalents | 6 Months Ended |
Jun. 30, 2016 | |
Cash and cash equivalents | |
Cash and cash equivalents | 3. Cash and cash equivalents Cash and cash equivalents consisted of the following: June 30, 2016 December 31, 2015 Cash and cash equivalents: Cash $ $ Money market accounts Total cash and cash equivalents $ $ Our money market account assets are measured at fair value on a recurring basis utilizing Level 1 inputs. |
Property and equipment
Property and equipment | 6 Months Ended |
Jun. 30, 2016 | |
Property and equipment | |
Property and equipment | 4. Property and equipment The following is a summary of property and equipment, at cost less accumulated depreciation and amortization: June 30, 2016 December 31, 2015 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 $ $ Depreciation and amortization expense, which includes depreciation and amortization for property and equipment under capital leases, is allocated as follows in the accompanying condensed consolidated statements of operations: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Network access $ $ $ $ Network operations Development and technology General and administrative Total depreciation and amortization of property and equipment $ $ $ $ |
Accrued expenses and other liab
Accrued expenses and other liabilities | 6 Months Ended |
Jun. 30, 2016 | |
Accrued expenses and other liabilities | |
Accrued expenses and other liabilities | 5. Accrued expenses and other liabilities Accrued expenses and other liabilities consisted of the following: June 30, 2016 December 31, 2015 Accrued construction in progress $ $ Revenue share Accrued customer liabilities Salaries and wages Accrued professional fees Accrued partner network Accrued taxes Deferred rent Other Total accrued expenses and other liabilities $ $ |
Income taxes
Income taxes | 6 Months Ended |
Jun. 30, 2016 | |
Income taxes | |
Income taxes | 6. Income taxes We calculate our interim income tax provision in accordance with ASC 270, Interim Reporting , and ASC 740, Accounting for Income Taxes . At the end of each interim period, we estimate the annual effective tax rate and apply that rate to our ordinary quarterly earnings. The tax expense or benefit related to significant, unusual, or extraordinary items is recognized in the interim period in which those items occur. In addition, the effect of changes in enacted tax laws, rates, or tax status is recognized in the interim period in which the change occurs. As noted above, we early adopted ASU 2016-09 as of January 1, 2016. As a result of the adoption of ASU 2016-09, excess windfall tax benefits and tax deficiencies related to our stock option exercises and RSU vestings are recognized as an income tax benefit or expense in our condensed consolidated statements of operations in the period they are deducted on the income tax return. Excess windfall tax benefits and tax deficiencies are therefore not anticipated when determining the annual effective tax rate and are instead recognized in the interim period in which those items occur. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment, including the expected operating income (loss) for the year, projections of the proportion of income (loss) earned and taxed in various states, permanent and temporary differences as a result of differences between amounts measured and recognized in accordance with tax laws and financial accounting standards, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained, or as the tax environment changes. Income tax expense of $ 124 and $82 reflects an effective tax rate of 1.7 % and 1.4% for the three months ended June 30, 2016 and 2015, respectively. Income tax expense of $ 362 and $286 reflects an effective tax rate of 2.2 % and 2.1% for the six months ended June 30, 2016 and 2015, respectively. Our effective tax rate differs from the statutory rate primarily due to our valuation allowance for the three and six months ended June 30, 2016 and 2015. The adoption of ASU 2016-09 did not have any impact on our income tax expense for the three and six months ended June 30, 2016 due to our valuation allowance. As of June 30, 2016 and December 31, 2015, we had $ 371 and $363 of uncertain tax positions, respectively, $84 of which is a reduction to deferred tax assets, which is presented net of uncertain tax positions, in the accompanying condensed consolidated balance sheets. We accrue interest and penalties related to unrecognized tax benefits as a component of income taxes. As of June 30, 2016 and December 31, 2015, we have accrued $ 58 and $50 for related interest, net of federal income tax benefits, and penalties recorded in income tax expense on our condensed consolidated statements of operations, respectively. The amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate at June 30, 2016 was $229 . 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 . |
Credit Facility
Credit Facility | 6 Months Ended |
Jun. 30, 2016 | |
Credit Facility | |
Credit Facility | 7. Credit Facility We have entered into a Credit Agreement (the “Credit Agreement”) and related agreements, as amended, with Bank of America, N.A. acting as agent for lenders named therein, including Bank of America, N.A., Silicon Valley Bank, and Citizens Bank, N.A. (the “Lenders”), for a secured credit facility in the form of a revolving line of credit of up to $69,750, which was increased from $46,500 in February 2016, 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 June 30, 2016 and December 31, 2015, $20,000 and $15,000, 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 condensed consolidated balance sheet as of June 30, 2016 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 our 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 June 30, 2016 and December 31, 2015, $2,188 and $2,625, respectively, was outstanding under the Term Loan at a rate of 3.1%. 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 through 2018 are as follows: Period Principal Payments July 1, 2016 — December 31, 2016 $ January 1, 2017 — December 31, 2017 January 1, 2018 — December 31, 2018 $ We are 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. We were in compliance with all financial covenants as of June 30, 2016. The Company incurred $124 of additional debt issuance costs in February 2016. 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, net in the accompanying condensed consolidated statements of operations for the three and six months ended June 30, 2016. Amortization and interest expense capitalized during the three and six months ended June 30, 2016 amounted to $207 and $483, respectively. Amortization and interest expense expensed during the three and six months ended June 30, 2016 amounted to $78 and $96, respectively. Amortization and interest expense capitalized during the three and six months ended June 30, 2015 amounted to $170 and $246, respectively. Interest rates for our Credit Facility for the six months ended June 30, 2016 ranged from 3.0% to 3.6%. Amortization expense for our debt issuance costs through 2018 is as follows: Period Amortization Expense July 1, 2016 — December 31, 2016 $ January 1, 2017 — December 31, 2017 January 1, 2018 — December 31, 2018 $ As of June 30, 2016 and December 31, 2015, the carrying amounts reflected in the accompanying condensed consolidated balance sheets for the current portion of long-term debt, long-term debt, and notes payable approximate fair value (Level 2) based on the variable nature of the interest rates and lack of significant change to our credit risk. |
Commitments and contingencies
Commitments and contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and contingencies | |
Commitments and contingencies | 8. Commitments and contingencies 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 June 30, 2016, we have Letters of Credit totaling $ 3,408 that are scheduled to expire or renew over the next year. There have been no drafts drawn under these Letters of Credit as of June 30, 2016. 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. 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 June 30, 2016, 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 incentive plans
Stock incentive plans | 6 Months Ended |
Jun. 30, 2016 | |
Stock incentive plans | |
Stock incentive plans | 9. Stock incentive plans In March 2011, our board of directors approved the 2011 Equity Incentive Plan (“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 1st 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 and (c) as determined by our board of directors. The automatic “evergreen” share reserve increase feature will be terminated after January 2018, so that no additional automatic annual share increases will occur thereafter. As of June 30, 2016, 12,004,534 shares of common stock are reserved for issuance . No further awards will be made under our Amended and Restated 2001 Stock Incentive Plan (“2001 Plan”), and it will be terminated. Options outstanding under the 2001 Plan will continue to be governed by their existing terms. Stock-based compensation expense is allocated as follows on the accompanying condensed consolidated statements of operations: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Network operations $ $ $ $ Development and technology Selling and marketing General and administrative Total stock-based compensation $ $ $ $ During the three and six months ended June 30, 2016, we capitalized $ 189 and $ 371 , respectively, of stock-based compensation expense. During the three and six months ended June 30, 2015, we capitalized $ 209 and $ 425 , 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 stock option activity is as follows: Number of Options (000’s) Weighted Average Exercise Price Weighted- Average Remaining Contract Life (years) Aggregate Intrinsic Value Outstanding at December 31, 2015 $ $ Exercised ) $ Canceled/forfeited ) $ Outstanding at June 30, 2016 $ $ Vested, exercisable and expected to vest at June 30, 2016 $ $ Exercisable at June 30, 2016 $ $ Restricted stock unit awards We grant time-based restricted stock units (“RSUs”) 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 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 revenue growth and, for awards granted during the six months ended June 30, 2016, EBITDA 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 and performance-based RSUs generally vest over a three-year period 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. In 2016, our Compensation Committee determined to adjust its practice of making annual long-term equity grants and instead adopted a compensation cycle whereby it granted equity awards to our Chief Executive Officer and Chief Financial Officer covering the number of shares it might otherwise have granted in 2016 through 2018, with “cliff” vesting dates in 2019. These grants were made to focus our Chief Executive Officer and Chief Financial Officer on the Company’s overall long-term corporate and strategic goals, eliminate intervening quarterly vesting dates that force them to sell shares in the market to cover taxes triggered upon vesting, and strengthen the Company’s ability to retain our senior management team over the next three years. As a result of these larger-than-usual RSU grants, the Compensation Committee does not intend to grant additional equity awards to our Chief Executive Officer and Chief Financial Officer until 2019. A summary of the non-vested RSU activity is as follows: Number of Shares (000’s) Weighted Average Grant-Date Fair Value Non-vested at December 31, 2015 $ Granted $ Vested ) $ Canceled/forfeited ) $ Non-vested at June 30, 2016 $ During the six months ended June 30, 2016, 663,483 shares of RSUs vested. The Company issued 446,677 shares and the remaining shares were withheld to pay minimum statutory federal, state, and local employment payroll taxes on those vested awards. |
Net loss per share attributable
Net loss per share attributable to common stockholders | 6 Months Ended |
Jun. 30, 2016 | |
Net loss per share attributable to common stockholders | |
Net loss per share attributable to common stockholders | 10. 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: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in thousands) Numerator: Net loss attributable to common stockholders, basic and diluted $ ) $ ) $ ) $ ) Denominator: Weighted average common stock, basic and diluted Net loss per share attributable to common stockholders: Basic and diluted $ ) $ ) $ ) $ ) For the three and six months ended June 30, 2016 and 2015, 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. 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 six months ended June 30, 2016. As of June 30, 2016, the remaining approved amount for repurchases was approximately $5,180. |
Summary of significant accoun18
Summary of significant accounting policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Summary of significant accounting policies | |
Basis of presentation | Basis of presentation The accompanying interim unaudited condensed consolidated financial statements and related notes for the three and six months ended June 30, 2016 and 2015 are unaudited. The unaudited interim condensed consolidated financial information has been prepared in accordance with the rules and regulations of the SEC for interim financial information. Accordingly, these financial statements do not include all of the information and footnotes required by generally accepted accounting principles (“GAAP”) in the United States of America (“U.S.”) for complete financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and the accompanying notes for the year ended December 31, 2015 contained in our annual report on Form 10-K filed with the SEC on March 11, 2016. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and in the opinion of management, reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of our results of operations and cash flows for the three and six months ended June 30, 2016 and 2015, and our financial position as of June 30, 2016. The year-end balance sheet data was derived from audited consolidated financial statements, but does not include all disclosures required by GAAP. Interim results are not necessarily indicative of the results to be expected for an entire year or any other future year or interim period. In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting , which simplifies several aspects of the accounting for share-based payments including the following: entities record all excess tax benefits and tax deficiencies as an income tax benefit or expense in the income statement; entities classify excess tax benefits as an operating activity in the statement of cash flows; entities elect an accounting policy to either estimate the number of forfeitures (current U.S. GAAP) or account for forfeitures when they occur; and entities can withhold up to the maximum individual statutory rate without classifying the awards as a liability with the cash paid to satisfy the statutory income tax withholding obligation classified as a financing activity in the statement of cash flows. The standard provides for prospective, retrospective, or modified retrospective adoption of each of the changes, and the standard is effective for public entities for interim and annual periods beginning after December 15, 2016. Early adoption is permitted and we elected to early adopt ASU 2016-09 as of January 1, 2016. As a result of this adoption, we recorded $6,933 and $589 of net deferred tax assets related to our federal and state net operating losses for excess windfall tax benefits, respectively, as of January 1, 2016. We established a full valuation allowance against those deferred tax assets as of January 1, 2016 based on the determination that it was more likely than not that those deferred tax assets would not be realized. We also elected to change our accounting policy to account for forfeitures when they occur on a modified retrospective basis. The change in our accounting policy resulted in a $94 increase to additional paid-in capital and accumulated deficit as of January 1, 2016. |
Principles of consolidation | Principles of consolidation The unaudited condensed 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 and we accounted for this transaction as an acquisition of the remaining interest of an entity that had already been majority-owned by the Company. 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. |
Segment and geographic information | Segment and geographical 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. The following is a summary of our revenue by primary revenue source: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Revenue: DAS $ $ $ $ Military Retail Wholesale—Wi-Fi Advertising and other Total revenue $ $ $ $ |
Revenue recognition | Revenue recognition We generate revenue from several sources including: (i) DAS customers that are telecom operators under long-term contracts for access to our DAS at our managed and operated locations, (ii) military and retail customers under subscription plans for month-to-month network access that automatically renew, and military and retail single-use access from sales of hourly, daily or other single-use access plans, (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. 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. Subscription fees from military and retail 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 military and retail 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 military and retail single-use access is recognized when access is provided. 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 generally 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 condensed consolidated balance sheets. As of June 30, 2016 and December 31, 2015, the Company had $( 854) and $(1,160), respectively, of cumulative foreign currency translation adjustments, net of tax, which was $0 as of June 30, 2016 and December 31, 2015 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 condensed consolidated statements of operations. |
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 condensed consolidated balance sheets for cash and cash equivalents, 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. |
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 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 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 updates and 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. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which amends the principal versus agent guidance in the new revenue standard. ASU 2016-08 clarifies that the analysis must focus on whether the entity has control of the goods or services before they are transferred to the customer. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing , which amends the revenue guidance on identifying performance obligations and accounting for licenses of intellectual property. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients , which amends certain aspects of Topic 606. The standard, as amended, 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 new 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. |
Income taxes | Income taxes We calculate our interim income tax provision in accordance with ASC 270, Interim Reporting , and ASC 740, Accounting for Income Taxes . At the end of each interim period, we estimate the annual effective tax rate and apply that rate to our ordinary quarterly earnings. The tax expense or benefit related to significant, unusual, or extraordinary items is recognized in the interim period in which those items occur. In addition, the effect of changes in enacted tax laws, rates, or tax status is recognized in the interim period in which the change occurs. As noted above, we early adopted ASU 2016-09 as of January 1, 2016. As a result of the adoption of ASU 2016-09, excess windfall tax benefits and tax deficiencies related to our stock option exercises and RSU vestings are recognized as an income tax benefit or expense in our condensed consolidated statements of operations in the period they are deducted on the income tax return. Excess windfall tax benefits and tax deficiencies are therefore not anticipated when determining the annual effective tax rate and are instead recognized in the interim period in which those items occur. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment, including the expected operating income (loss) for the year, projections of the proportion of income (loss) earned and taxed in various states, permanent and temporary differences as a result of differences between amounts measured and recognized in accordance with tax laws and financial accounting standards, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained, or as the tax environment changes. |
Credit Facility | Credit Facility 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, net in the accompanying condensed consolidated statements of operations for the three and six months ended June 30, 2016. As of June 30, 2016 and December 31, 2015, the carrying amounts reflected in the accompanying condensed consolidated balance sheets for the current portion of long-term debt, long-term debt, and notes payable approximate fair value (Level 2) based on the variable nature of the interest rates and lack of significant change to our credit risk. |
Stock incentive plans | 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. Restricted stock unit awards We grant time-based restricted stock units (“RSUs”) 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 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 revenue growth and, for awards granted during the six months ended June 30, 2016, EBITDA 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 and performance-based RSUs generally vest over a three-year period 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. |
Summary of significant accoun19
Summary of significant accounting policies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Summary of significant accounting policies | |
Summary of the entity's revenue by primary revenue source | Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Revenue: DAS $ $ $ $ Military Retail Wholesale—Wi-Fi Advertising and other Total revenue $ $ $ $ |
Cash and cash equivalents (Tabl
Cash and cash equivalents (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Cash and cash equivalents | |
Schedule of cash and cash equivalents | June 30, 2016 December 31, 2015 Cash and cash equivalents: Cash $ $ Money market accounts Total cash and cash equivalents $ $ |
Property and equipment (Tables)
Property and equipment (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Property and equipment | |
Schedule of property and equipment | June 30, 2016 December 31, 2015 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 | Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Network access $ $ $ $ Network operations Development and technology General and administrative Total depreciation and amortization of property and equipment $ $ $ $ |
Accrued expenses and other li22
Accrued expenses and other liabilities (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Accrued expenses and other liabilities | |
Schedule of accrued expenses and other liabilities | June 30, 2016 December 31, 2015 Accrued construction in progress $ $ Revenue share Accrued customer liabilities Salaries and wages Accrued professional fees Accrued partner network Accrued taxes Deferred rent Other Total accrued expenses and other liabilities $ $ |
Credit Facility (Tables)
Credit Facility (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Credit Facility | |
Schedule of principal payments due under Term Loan | Period Principal Payments July 1, 2016 — December 31, 2016 $ January 1, 2017 — December 31, 2017 January 1, 2018 — December 31, 2018 $ |
Schedule of amortization expense for debt issuance costs | Period Amortization Expense July 1, 2016 — December 31, 2016 $ January 1, 2017 — December 31, 2017 January 1, 2018 — December 31, 2018 $ |
Stock incentive plans (Tables)
Stock incentive plans (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Stock incentive plans | |
Schedule of stock-based compensation expense | Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Network operations $ $ $ $ Development and technology Selling and marketing General and administrative Total stock-based compensation $ $ $ $ |
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, 2015 $ $ Exercised ) $ Canceled/forfeited ) $ Outstanding at June 30, 2016 $ $ Vested, exercisable and expected to vest at June 30, 2016 $ $ Exercisable at June 30, 2016 $ $ |
Summary of nonvested RSU activity | Number of Shares (000’s) Weighted Average Grant-Date Fair Value Non-vested at December 31, 2015 $ Granted $ Vested ) $ Canceled/forfeited ) $ Non-vested at June 30, 2016 $ |
Net loss per share attributab25
Net loss per share attributable to common stockholders (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Net loss per share attributable to common stockholders | |
Schedule of computation of basic and diluted net loss per share attributable to common stockholders | Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in thousands) Numerator: Net loss attributable to common stockholders, basic and diluted $ ) $ ) $ ) $ ) Denominator: Weighted average common stock, basic and diluted Net loss per share attributable to common stockholders: Basic and diluted $ ) $ ) $ ) $ ) |
The business (Details)
The business (Details) item in Millions | 6 Months Ended |
Jun. 30, 2016item | |
Minimum | |
The business | |
Number of commercial hotspots worldwide for which Wi-Fi subscriptions and day passes provide access | 1.5 |
Summary of significant accoun27
Summary of significant accounting policies - General (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Jan. 01, 2016 | Aug. 04, 2015 | Aug. 03, 2015 |
ASU 2016-09 | Early adoption | ||||
Basis of presentation | ||||
Increase to additional paid-in capital and accumulated deficit due to cumulative effect of a change in accounting principle | $ 94 | |||
ASU 2016-09 | Early adoption | Federal | ||||
Basis of presentation | ||||
Increase to deferred tax assets | 6,933 | |||
ASU 2016-09 | Early adoption | State | ||||
Basis of presentation | ||||
Increase to deferred tax assets | $ 589 | |||
Concourse Communications Detroit, LLC | ||||
Principles of consolidation | ||||
Percentage of additional ownership in Subsidiary acquired | 30.00% | |||
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 accoun28
Summary of significant accounting policies- Revenue by segment (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)segment | Jun. 30, 2015USD ($) | |
Primary revenue source | ||||
Number of reportable segments | segment | 1 | |||
Revenue | $ 39,075 | $ 34,277 | $ 73,574 | $ 63,669 |
DAS | ||||
Primary revenue source | ||||
Revenue | 13,892 | 12,125 | 24,998 | 21,721 |
Military | ||||
Primary revenue source | ||||
Revenue | 9,734 | 4,232 | 18,832 | 7,746 |
Retail | ||||
Primary revenue source | ||||
Revenue | 6,567 | 8,145 | 13,481 | 16,854 |
Wholesale - Wi-Fi | ||||
Primary revenue source | ||||
Revenue | 5,206 | 5,472 | 10,143 | 9,642 |
Advertising and other | ||||
Primary revenue source | ||||
Revenue | $ 3,676 | $ 4,303 | $ 6,120 | $ 7,706 |
Summary of significant accoun29
Summary of significant accounting policies- Others (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Foreign Currency Translation | ||
Cumulative foreign currency translation adjustments, net of tax in accumulated other comprehensive income | $ (854) | $ (1,160) |
Income tax expense related to foreign currency translation adjustments | $ 0 | $ 0 |
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 |
Cash and cash equivalents (Deta
Cash and cash equivalents (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Cash and cash equivalents: | ||||
Cash | $ 7,056 | $ 12,488 | ||
Money market accounts | 2,235 | 2,230 | ||
Total cash and cash equivalents | $ 9,291 | $ 14,718 | $ 20,518 | $ 8,849 |
Property and equipment - Summar
Property and equipment - Summary by type (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Property and equipment | ||
Total property and equipment | $ 381,872 | $ 337,888 |
Less: accumulated depreciation and amortization | (145,192) | (123,388) |
Total property and equipment, net | 236,680 | 214,500 |
Leasehold improvements | ||
Property and equipment | ||
Total property and equipment | 287,766 | 243,743 |
Construction in progress | ||
Property and equipment | ||
Total property and equipment | 53,765 | 57,692 |
Software | ||
Property and equipment | ||
Total property and equipment | 27,907 | 24,349 |
Computer equipment | ||
Property and equipment | ||
Total property and equipment | 10,678 | 10,366 |
Furniture, fixtures and office equipment | ||
Property and equipment | ||
Total property and equipment | $ 1,756 | $ 1,738 |
Property and equipment- Depreci
Property and equipment- Depreciation and amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Depreciation and amortization | ||||
Total depreciation and amortization of property and equipment | $ 11,400 | $ 9,812 | $ 21,708 | $ 17,866 |
Network access | ||||
Depreciation and amortization | ||||
Total depreciation and amortization of property and equipment | 6,205 | 6,155 | 11,462 | 10,987 |
Network operations | ||||
Depreciation and amortization | ||||
Total depreciation and amortization of property and equipment | 3,255 | 1,843 | 6,450 | 3,829 |
Development and Technology | ||||
Depreciation and amortization | ||||
Total depreciation and amortization of property and equipment | 1,689 | 1,336 | 3,291 | 2,510 |
General and administrative | ||||
Depreciation and amortization | ||||
Total depreciation and amortization of property and equipment | $ 251 | $ 478 | $ 505 | $ 540 |
Accrued expenses and other li33
Accrued expenses and other liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Accrued expenses and other liabilities | ||
Accrued for construction-in-progress | $ 11,711 | $ 21,696 |
Revenue share | 4,460 | 4,560 |
Accrued customer liabilities | 3,477 | 1,603 |
Salaries and wages | 3,197 | 3,074 |
Accrued professional fees | 1,722 | 651 |
Accrued partner network | 1,044 | 969 |
Accrued taxes | 711 | 916 |
Deferred rent | 323 | 22 |
Other | 3,400 | 2,837 |
Total accrued expenses and other liabilities | $ 30,045 | $ 36,328 |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Income taxes | |||||
Income tax expense | $ 124 | $ 82 | $ 362 | $ 286 | |
Effective tax rate (as a percent) | 1.70% | 1.40% | 2.20% | 2.10% | |
Uncertain tax positions | $ 371 | $ 371 | $ 363 | ||
Uncertain tax positions, reduction to deferred tax assets | 84 | 84 | 84 | ||
Accrued interest, net of federal income tax benefits, and penalties | 58 | 58 | $ 50 | ||
Unrecognized tax benefits that would affect the effective tax rate | $ 229 | $ 229 |
Credit Facility (Details)
Credit Facility (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Feb. 29, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jan. 31, 2016 | Dec. 31, 2015 | |
Line of Credit Facility | |||||||
Additional debt issuance costs incurred | $ 124 | $ 124 | $ 0 | ||||
Line of Credit | |||||||
Line of Credit Facility | |||||||
Amortization and interest expense capitalized | $ 207 | $ 170 | 483 | $ 246 | |||
Amortization and interest expense recorded | 78 | 96 | |||||
Amortization of debt issuance costs | |||||||
Remainder of 2016 | 120 | ||||||
2,017 | 241 | ||||||
2,018 | 215 | ||||||
Amortization of debt issuance costs | $ 576 | ||||||
Line of Credit | Minimum | |||||||
Line of Credit Facility | |||||||
Interest rate percentage | 3.00% | ||||||
Line of Credit | Maximum | |||||||
Line of Credit Facility | |||||||
Interest rate percentage | 3.60% | ||||||
Line of Credit | LIBOR | Minimum | |||||||
Line of Credit Facility | |||||||
Spread on floating interest rate (as a percent) | 2.50% | ||||||
Line of Credit | LIBOR | Maximum | |||||||
Line of Credit Facility | |||||||
Spread on floating interest rate (as a percent) | 3.50% | ||||||
Line of Credit | Prime Rate | Minimum | |||||||
Line of Credit Facility | |||||||
Spread on floating interest rate (as a percent) | 1.50% | ||||||
Line of Credit | Prime Rate | Maximum | |||||||
Line of Credit Facility | |||||||
Spread on floating interest rate (as a percent) | 2.50% | ||||||
Revolving Line of Credit | |||||||
Line of Credit Facility | |||||||
Current issued borrowing capacity | $ 69,750 | 69,750 | $ 69,750 | $ 46,500 | |||
Maximum borrowing capacity with an option to increase the available amount upon the satisfaction of certain conditions | 86,500 | 86,500 | |||||
Outstanding balance | 20,000 | 20,000 | $ 15,000 | ||||
Principal payments of Term Loan | |||||||
Debt, Total | 20,000 | $ 20,000 | 15,000 | ||||
Revolving Line of Credit | Minimum | |||||||
Line of Credit Facility | |||||||
Fee on unused portion of Revolving Line of Credit (as a percent) | 0.375% | ||||||
Revolving Line of Credit | Maximum | |||||||
Line of Credit Facility | |||||||
Fee on unused portion of Revolving Line of Credit (as a percent) | 0.50% | ||||||
Term Loan | |||||||
Line of Credit Facility | |||||||
Current issued borrowing capacity | 3,500 | $ 3,500 | |||||
Outstanding balance | $ 2,188 | $ 2,188 | 2,625 | ||||
Term of the debt | 4 years | ||||||
Interest rate percentage | 3.10% | 3.10% | |||||
Principal payments of Term Loan | |||||||
Remainder of 2016 | $ 438 | $ 438 | |||||
2,017 | 875 | 875 | |||||
2,018 | 875 | 875 | |||||
Debt, Total | $ 2,188 | $ 2,188 | $ 2,625 |
Commitments and contingencies (
Commitments and contingencies (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($)item | |
Underpaid revenue share payments and related interest | |
Other matters | |
Claim value | $ 4,600 |
Letter of Credit | |
Commitments and contingencies | |
Current issued borrowing capacity | $ 3,408 |
Number of drafts drawn under Letters of Credit | item | 0 |
Stock incentive plans - General
Stock incentive plans - General (Details) - 2011 Plan | 6 Months Ended |
Jun. 30, 2016shares | |
Stock incentive plans | |
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 |
Common stock shares reserved for issuance | 12,004,534 |
Stock incentive plans - Compens
Stock incentive plans - Compensation expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Recognized stock-based compensation expense | ||||
Total stock-based compensation | $ 3,079 | $ 2,099 | $ 6,684 | $ 3,934 |
Stock-based compensation expense capitalized | 189 | 209 | 371 | 425 |
Network operations | ||||
Recognized stock-based compensation expense | ||||
Total stock-based compensation | 531 | 412 | 1,177 | 759 |
Development and Technology | ||||
Recognized stock-based compensation expense | ||||
Total stock-based compensation | 251 | 129 | 563 | 227 |
Selling and marketing | ||||
Recognized stock-based compensation expense | ||||
Total stock-based compensation | 458 | 642 | 1,007 | 1,169 |
General and administrative | ||||
Recognized stock-based compensation expense | ||||
Total stock-based compensation | $ 1,839 | $ 916 | $ 3,937 | $ 1,779 |
Stock incentive plans - Options
Stock incentive plans - Options (Details) - Stock options | 6 Months Ended |
Jun. 30, 2016 | |
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 - Activit
Stock incentive plans - Activities of Options (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Number of Options | ||
Outstanding at the beginning of the period (in shares) | 3,748 | |
Exercised (in shares) | (333) | |
Canceled/forfeited (in shares) | (50) | |
Outstanding at the end of the period (in shares) | 3,365 | 3,748 |
Vested, exercisable and expected to vest at the end of the period (in shares) | 3,353 | |
Exercisable at the end of the period (in shares) | 3,134 | |
Weighted Average Exercise Price | ||
Outstanding at the beginning of the period (in dollars per share) | $ 6.89 | |
Exercised (in dollars per share) | 5.36 | |
Canceled/forfeited (in dollars per share) | 7.52 | |
Outstanding at the end of the period (in dollars per share) | 7.03 | $ 6.89 |
Vested, exercisable and expected to vest at the end of the period (in dollars per share) | 7.03 | |
Exercisable at the end of the period (in dollars per share) | $ 7.08 | |
Weighted-Average Remaining Contract Life (years) | ||
Outstanding | 4 years 4 months 24 days | 5 years |
Vested, exercisable and expected to vest at the end of the period | 4 years 4 months 24 days | |
Exercisable at the end of the period | 4 years 2 months 12 days | |
Aggregate Intrinsic Value | ||
Outstanding at the end of the period | $ 10,909 | $ 6,611 |
Vested, exercisable and expected to vest at the end of the period | 10,888 | |
Exercisable at the end of the period | $ 10,311 |
Stock incentive plans - RSUs (D
Stock incentive plans - RSUs (Details) | 6 Months Ended |
Jun. 30, 2016$ / sharesshares | |
RSUs | |
Stock incentive plans | |
Shares of common stock issued resulting from vesting | 446,677 |
Number of Shares | |
Non-vested at beginning of period (in shares) | 1,819,000 |
Granted (in shares) | 3,070,000 |
Vested (in shares) | (663,483) |
Canceled/ forfeited (in shares) | (102,000) |
Non-vested at end of period (in shares) | 4,123,000 |
Weighted Average Grant-Date Fair Value | |
Non-vested at beginning period (In dollars per share) | $ / shares | $ 6.39 |
Granted (In dollars per share) | $ / shares | 6.26 |
Vested (In dollars per share) | $ / shares | 6.97 |
Canceled/forfeited (In dollars per share) | $ / shares | 6.97 |
Non-vested at end of period (In dollars per share) | $ / shares | $ 6.45 |
RSUs | Executive members | |
Stock incentive plans | |
Vesting period | 3 years |
Time-based restricted stock unit awards | Executive And Non Executive Member | |
Stock incentive plans | |
Vesting period | 3 years |
Time-based restricted stock unit awards | Non-employee directors and existing members | |
Stock incentive plans | |
Vesting period | 1 year |
Time-based restricted stock unit awards | Non-employee directors and new members | |
Stock incentive plans | |
Vesting period | 4 years |
Vesting percentage when the individual completes 12 months of continuous service | 25.00% |
Net loss per share attributab42
Net loss per share attributable to common stockholders - Computation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Numerator: | ||||
Net loss attributable to common stockholders, basic and diluted | $ (7,266) | $ (5,937) | $ (17,250) | $ (13,819) |
Denominator: | ||||
Weighted average common stock, basic and diluted (in shares) | 37,944 | 36,724 | 37,749 | 36,558 |
Net loss per share attributable to common stockholders: | ||||
Basic and diluted (in dollars per share) | $ (0.19) | $ (0.16) | $ (0.46) | $ (0.38) |
Net loss per share attributab43
Net loss per share attributable to common stockholders - Stock repurchase (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Apr. 01, 2013 |
Stock repurchases | ||
Remaining approved amount for repurchases | $ 5,180 | |
Maximum | ||
Stock repurchases | ||
Amount of common stock approved by the entity for a stock repurchase program | $ 10,000 |