Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 16, 2021 | Jun. 30, 2020 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Entity File Number | 001-35155 | ||
Entity Registrant Name | BOINGO WIRELESS, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 95-4856877 | ||
Entity Address, Address Line One | 10960 Wilshire Blvd., 23rd Floor | ||
Entity Address, City or Town | Los Angeles | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 90024 | ||
City Area Code | 310 | ||
Local Phone Number | 586-5180 | ||
Title of 12(b) Security | Common Stock | ||
Security Exchange Name | NASDAQ | ||
Trading Symbol | WIFI | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 44,718,488 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001169988 | ||
Amendment Flag | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 566,208,678 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 36,111 | $ 40,401 |
Marketable securities | 4,565 | 40,214 |
Accounts receivable, net | 27,716 | 33,350 |
Prepaid expenses and other current assets | 8,388 | 8,235 |
Total current assets | 76,780 | 122,200 |
Property and equipment, net | 406,328 | 380,243 |
Operating lease right-of-use assets, net | 12,876 | 15,196 |
Goodwill | 58,579 | 58,579 |
Intangible assets, net | 10,652 | 14,940 |
Other assets | 11,264 | 9,309 |
Total assets | 576,479 | 600,467 |
Current liabilities: | ||
Accounts payable | 22,489 | 24,298 |
Accrued expenses and other liabilities | 55,984 | 65,152 |
Deferred revenue | 65,292 | 61,229 |
Current portion of operating leases | 2,632 | 2,695 |
Current portion of long-term debt | 778 | 778 |
Current portion of finance leases | 573 | 2,721 |
Current portion of notes payable | 95 | 1,527 |
Total current liabilities | 147,843 | 158,400 |
Deferred revenue, net of current portion | 159,462 | 166,660 |
Long-term portion of operating leases | 14,487 | 17,357 |
Long-term debt | 171,695 | 162,708 |
Long-term portion of finance leases | 0 | 572 |
Long-term portion of notes payable | 95 | |
Deferred tax liabilities | 984 | 993 |
Other liabilities | 87 | 201 |
Total liabilities | 494,558 | 506,986 |
Commitments and contingencies (Note 17) | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 5,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value; 100,000 shares authorized; 44,631 and 44,224 shares issued and outstanding for 2020 and 2019, respectively | 4 | 4 |
Additional paid-in capital | 241,868 | 234,638 |
Accumulated deficit | (158,066) | (140,973) |
Accumulated other comprehensive loss | (2,279) | (1,426) |
Total common stockholders' equity | 81,527 | 92,243 |
Non-controlling interests | 394 | 1,238 |
Total stockholders' equity | 81,921 | 93,481 |
Total liabilities and stockholders' equity | $ 576,479 | $ 600,467 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Consolidated Balance Sheets | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
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 | 100,000,000 | 100,000,000 |
Common stock, shares issued | 44,631,000 | 44,224,000 |
Common stock, shares outstanding | 44,631,000 | 44,224,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Consolidated Statements of Operations | |||
Revenue | $ 237,416 | $ 263,790 | $ 250,821 |
Cost of sales | 114,784 | 119,613 | 113,572 |
Gross profit | 122,632 | 144,177 | 137,249 |
Selling, general and administrative expenses | 127,461 | 143,310 | 136,536 |
Amortization of intangible assets | 4,288 | 4,571 | 3,710 |
Loss from operations | (9,117) | (3,704) | (2,997) |
Interest expense and amortization of debt discount | (9,004) | (8,618) | (2,400) |
Interest income and other expense, net | 538 | 2,017 | 513 |
Loss before income taxes | (17,583) | (10,305) | (4,884) |
Income tax (expense) benefit | (157) | 28 | 5,153 |
Net (loss) income | (17,740) | (10,277) | 269 |
Net (loss) income attributable to non-controlling interests | (647) | 19 | 1,489 |
Net loss attributable to common stockholders | $ (17,093) | $ (10,296) | $ (1,220) |
Net loss per share attributable to common stockholders: | |||
Basic (in dollars per share) | $ (0.38) | $ (0.23) | $ (0.03) |
Diluted (in dollars per share) | $ (0.38) | $ (0.23) | $ (0.03) |
Weighted average shares used in computing net loss per share attributable to common stockholders: | |||
Basic (in shares) | 44,440 | 43,977 | 42,066 |
Diluted (in shares) | 44,440 | 43,977 | 42,066 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Consolidated Statements of Comprehensive Income (Loss) | |||
Net (loss) income | $ (17,740) | $ (10,277) | $ 269 |
Other comprehensive loss, net of tax | |||
Foreign currency translation adjustments | (768) | (141) | (342) |
Unrealized (loss) gain on marketable securities | (20) | 21 | 0 |
Comprehensive loss | (18,528) | (10,397) | (73) |
Comprehensive (loss) income attributable to non-controlling interest | (582) | 30 | 1,544 |
Comprehensive loss attributable to common stockholders | $ (17,946) | $ (10,427) | $ (1,617) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated DeficitCumulative effect of a change in accounting principle | Accumulated Deficit | Accumulated Other Comprehensive Loss | Non-controlling InterestsCumulative effect of a change in accounting principle | Non-controlling Interests | Cumulative effect of a change in accounting principle | Total |
Balance at Dec. 31, 2017 | $ 4 | $ 230,679 | $ (131,967) | $ (898) | $ 1,212 | $ 99,030 | |||
Balance (in shares) at Dec. 31, 2017 | 40,995,000 | ||||||||
Issuance of common stock under stock incentive plans | 9,979 | 9,979 | |||||||
Issuance of common stock under stock incentive plans (in shares) | 1,674,000 | ||||||||
Shares withheld for taxes | (10,536) | (10,536) | |||||||
Stock-based compensation expense | 13,057 | 13,057 | |||||||
Equity component of Convertible Notes, net of offering costs and tax | 39,922 | 39,922 | |||||||
Payment for capped call share options | (23,969) | (23,969) | |||||||
Non-controlling interest distributions | (614) | (614) | |||||||
Net (loss) income | (1,220) | 1,489 | 269 | ||||||
Other comprehensive loss | (397) | 55 | (342) | ||||||
Balance at Dec. 31, 2018 | $ 4 | 259,132 | $ 3,257 | (129,930) | (1,295) | $ 69 | 2,211 | $ 3,326 | 130,122 |
Balance (in shares) at Dec. 31, 2018 | 42,669,000 | ||||||||
Issuance of common stock under stock incentive plans | 470 | 470 | |||||||
Issuance of common stock under stock incentive plans (in shares) | 1,611,000 | ||||||||
Repurchases of common stock | (747) | $ (747) | |||||||
Repurchases of common stock (in shares) | (56,000) | (56,000) | |||||||
Shares withheld for taxes | (34,420) | $ (34,420) | |||||||
Stock-based compensation expense | 9,456 | 9,456 | |||||||
Non-controlling interest distributions | (1,003) | (1,003) | |||||||
Net (loss) income | (10,296) | 19 | (10,277) | ||||||
Other comprehensive loss | (131) | 11 | (120) | ||||||
Balance at Dec. 31, 2019 | $ 4 | 234,638 | (140,973) | (1,426) | 1,238 | $ 93,481 | |||
Balance (in shares) at Dec. 31, 2019 | 44,224,000 | 44,224,000 | |||||||
Issuance of common stock under stock incentive plans | 708 | $ 708 | |||||||
Issuance of common stock under stock incentive plans (in shares) | 407,000 | ||||||||
Repurchases of common stock (in shares) | 0 | ||||||||
Shares withheld for taxes | (1,730) | $ (1,730) | |||||||
Stock-based compensation expense | 8,252 | 8,252 | |||||||
Non-controlling interest distributions | (262) | (262) | |||||||
Net (loss) income | (17,093) | (647) | (17,740) | ||||||
Other comprehensive loss | (853) | 65 | (788) | ||||||
Balance at Dec. 31, 2020 | $ 4 | $ 241,868 | $ (158,066) | $ (2,279) | $ 394 | $ 81,921 | |||
Balance (in shares) at Dec. 31, 2020 | 44,631,000 | 44,631,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities | |||
Net (loss) income | $ (17,740) | $ (10,277) | $ 269 |
Adjustments to reconcile net (loss) income including non-controlling interests to net cash provided by operating activities: | |||
Depreciation and amortization of property and equipment | 78,313 | 70,862 | 78,837 |
Amortization of intangible assets | 4,288 | 4,571 | 3,710 |
Impairment loss, loss on disposal of fixed assets and intangible assets held for sale, net, and other | 77 | 440 | 238 |
Stock-based compensation | 7,606 | 8,596 | 12,268 |
Amortization of deferred financing costs and debt discount, net of amounts capitalized | 8,173 | 8,412 | 2,261 |
Non-cash operating lease cost | 2,320 | 2,350 | 0 |
Gains and amortization of premiums/discounts for marketable securities | (4) | (609) | 0 |
Change in fair value of contingent consideration | 0 | (961) | 0 |
Bad debt expense | 28 | 181 | 363 |
Change in deferred income taxes | (9) | (80) | (5,617) |
Changes in operating assets and liabilities, net effect of acquisition: | |||
Accounts receivable | 5,289 | 9,184 | (13,702) |
Prepaid expenses and other assets | (2,744) | 1,233 | (800) |
Accounts payable | (1,693) | 426 | (246) |
Accrued expenses and other liabilities | (5,290) | 7,054 | 6,477 |
Deferred revenue | (3,134) | 10,301 | 9,263 |
Operating lease liabilities | (2,932) | (2,973) | 0 |
Net cash provided by operating activities | 72,548 | 108,710 | 93,321 |
Cash flows from investing activities | |||
Purchases of marketable securities | (15,032) | (81,177) | 0 |
Proceeds from maturities of marketable securities | 50,665 | 41,593 | 0 |
Purchases of property and equipment | (106,262) | (133,696) | (108,730) |
Payments for asset and business acquisitions | 0 | 0 | (24,624) |
Net cash used in investing activities | (70,629) | (173,280) | (133,354) |
Cash flows from financing activities | |||
Proceeds from Convertible Notes offering, net of issuance costs | 0 | 0 | 195,716 |
Payment for capped call options | 0 | 0 | (23,969) |
Debt issuance costs | (1,815) | (695) | |
Proceeds from credit facility | 100,000 | 3,500 | 15,000 |
Principal payments on credit facility | (100,778) | (778) | (15,875) |
Payments of acquisition related consideration | 0 | (3,027) | 0 |
Proceeds from exercise of stock options | 708 | 470 | 9,979 |
Repurchase of common stock for retirement | 0 | (747) | 0 |
Payments of finance leases and notes payable | (4,247) | (6,608) | (6,181) |
Payments of withholding tax on net issuance of restricted stock units | (1,730) | (34,420) | (10,536) |
Payments to non-controlling interest | (262) | (1,003) | (614) |
Net cash (used in) provided by financing activities | (6,309) | (44,428) | 162,825 |
Effect of exchange rates on cash | 100 | (13) | (65) |
Net (decrease) increase in cash and cash equivalents | (4,290) | (109,011) | 122,727 |
Cash and cash equivalents at beginning of year | 40,401 | 149,412 | 26,685 |
Cash and cash equivalents at end of year | 36,111 | 40,401 | 149,412 |
Supplemental disclosure of cash flow information | |||
Cash paid for interest, net of amounts capitalized | 853 | 154 | 0 |
Cash paid for taxes, net of refunds | 287 | (20) | 565 |
Supplemental disclosure of non-cash investing and financing activities | |||
Property and equipment costs included in accounts payable, accrued expenses and other liabilities | 35,125 | 39,037 | 37,275 |
Purchase of equipment and prepaid maintenance services under capital financing arrangements | 0 | 0 | 5,068 |
Capitalized stock-based compensation included in property and equipment costs | 645 | 860 | 789 |
Financed sale of intangible assets held for sale | 217 | 290 | 0 |
Purchase price for asset and business acquisitions included in accrued expenses and other liabilities | 0 | 0 | 4,913 |
Debt issuance costs included in accrued expenses and other liabilities | 0 | 0 | 164 |
Tax effect on equity component of Convertible Notes | $ 0 | $ 0 | $ 5,686 |
The business
The business | 12 Months Ended |
Dec. 31, 2020 | |
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 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 cellular and Wi-Fi offerings, which are targeted towards carriers, venues, and other wholesale partners, and military, retail, and advertising offerings, which are retail products targeted towards customers. Wholesale offerings include distributed antenna systems (“DAS”), towers, and small cells, which are cellular extension networks, private networks and emerging technologies, multifamily, carrier offload, Wi-Fi roaming, value-added services, private label Wi-Fi, and location-based services. Retail products include Wi-Fi services for military personnel living in the barracks of U.S. Army, Air Force, and Marines bases around the world, and Wi-Fi subscriptions and day passes that provide access to commercial hotspots worldwide. 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, global consumer brands, and property owners, as well as troops stationed at military bases and Internet savvy consumers on the go. Merger On February 26, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with White Sands Parent, Inc., a Delaware corporation (“Parent”) and White Sands Bidco, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Under the terms of the agreement, the Company’s stockholders will receive $14.00 in cash for each share of common stock they hold on the transaction closing date. The obligation of the parties to consummate the acquisition is subject to customary closing conditions, including the approval of the transaction by the Company’s stockholders at a special meeting of stockholders and the absence of legal restraints and prohibitions against the transaction, among other conditions. For a summary of the transaction, please refer to Note 22—Subsequent Events to these notes to the consolidated financial statements. Impact of COVID-19 on our business On March 12, 2020, the World Health Organization declared COVID-19 to be a pandemic (“COVID-19”). In an effort to contain and mitigate the spread of COVID-19, many countries, including the United States, have imposed unprecedented restrictions on travel and business operations, and there have been business closures and a substantial reduction in economic activity in countries that have had significant outbreaks of COVID-19. Uncertainty exists concerning the magnitude of the impact and duration of the COVID-19 pandemic. We initially experienced some negative impacts primarily related to travel bans and restrictions, quarantines, shelter-in-place or stay-at-home orders, and business shutdowns. Specifically, the decrease in passenger traffic at our managed and operated venue locations directly contributed to a decline in new retail single-use access transactions and recurring monthly subscription sign-ups, a decline in revenues generated from wholesale Wi-Fi partners who pay usage-based fees, a decline in available advertising inventory, and a decline in revenue received from tenants at our managed and operated venue locations resulting from the cancellation of Wi-Fi and other services. As the pandemic continues, we have seen some improvements in passenger traffic at our managed and operated venue locations and remain hopeful that this trend will continue. Although we continue to close and launch new customer deals, we have also experienced an overall reduction in new customer sales due to COVID-19. Certain states, including California, issued executive orders requiring all workers to remain at home, unless their work is critical, essential, or life-sustaining. While some restrictions have been lifted in certain states, many restrictions continue to remain in place and some restrictions that have previously been lifted have been reinstituted. We transitioned our corporate employees to a work from home model and our employees have continued to efficiently perform their functions throughout the pandemic. While we are unable to determine or predict the nature, duration or scope of the overall impact that the COVID-19 pandemic will have on our business, results of operations, liquidity or capital resources, we will continue to actively monitor the situation and may take further actions that alter our business operations as may be required by federal, state, or local authorities or that we determine are in the best interests of our employees, customers, and stockholders. |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2020 | |
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 In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) amount of the allowance for credit losses to the amount by which fair value is below amortized cost because the classification as available-for-sale is premised on an investment strategy that recognizes that the investment could be sold at fair value, if cash collection would result in the realization of an amount less than fair value. The standard is effective for interim and annual periods beginning after December 15, 2019 and early adoption is permitted. The standard will be adopted under the modified-retrospective approach with the prospective transition approach required for debt securities for which an other-than-temporary impairment had been recognized before the effective date. We adopted ASU 2016-13 on January 1, 2020 and the adoption of this standard did not have a material impact on our consolidated financial statements. In February 2016, the FASB issued a new standard related to leases, which was codified into Accounting Standards Codification ("ASC") 842, Leases In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers Revenue Recognition Revenue from Contracts with Customers Adoption of ASC 606 using the modified retrospective method required us to record a cumulative effect adjustment, net of tax, to accumulated deficit and non-controlling interests of $3,257 and $69, respectively, on January 1, 2018. In addition, adoption of the standard resulted in the following changes to the consolidated balance sheet as of January 1, 2018: January 1, 2018 Adjustment for January 1, 2018 (Per ASC 605) Adoption (Per ASC 606) Accounts receivable, net $ 26,148 $ (1,069) $ 25,079 Prepaid expenses and other current assets $ 6,369 $ 170 $ 6,539 Other assets $ 10,082 $ (2,179) $ 7,903 Deferred revenue, current $ 61,708 $ 14,176 $ 75,884 Deferred revenue, net of current portion $ 149,168 $ (20,580) $ 128,588 The changes to the consolidated balance sheet as of January 1, 2018 were primarily due to the following factors: (i) reclassification of unbilled receivables (contract assets) to a contra-liability account under ASC 606; and (ii) recognition of revenue related to our single performance obligation for our DAS contracts monthly over the contract term once the customer has the ability to access the DAS network and we commence maintenance on the DAS network under ASC 606 as compared to recognition of build-out fees for our DAS contracts monthly over the term of the estimated customer relationship period once the build-out is complete and minimum monthly access fees for our DAS contracts monthly over the term of the telecom operator agreement under ASC 605. The changes to the consolidated balance sheet as of January 1, 2018 are reflected as non-cash changes within cash provided by operating activities in our consolidated statement of cash flows for the year ended December 31, 2018. 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, useful lives associated with property and equipment, valuation of ROU assets and ROU liabilities, valuation and useful lives of intangible assets, contract assets and contract liabilities including estimates of variable 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 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. In April 2020, T-Mobile US Inc. announced that it had officially completed its merger with Sprint Corporation to create the New T-Mobile (collectively, “T-Mobile”). For the years ended December 31, 2020, 2019, and 2018, entities affiliated with T-Mobile accounted for 21%, 20%, and 26%, respectively, of total revenue. For the years ended December 31, 2020 and 2019, entities affiliated with AT&T Inc. accounted for 13% and 12%, respectively of total revenue. For the years ended December 31, 2020, 2019, and 2018, entities affiliated with Verizon Communications Inc. accounted for 11%, 11%, and 11%, respectively of total revenue. At December 31, 2020, entities affiliated with AT&T Inc., entities affiliated with Verizon Communications Inc., and T-Mobile accounted for 27%, 11%, and 13%, respectively, of the total accounts receivable, net. At December 31, 2019, entities affiliated with AT&T Inc. and T-Mobile accounted for 34% and 13%, respectively of the total accounts receivable, net. 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, 2020 and 2019, cash equivalents consisted of money market funds. Marketable securities Our marketable securities consist of available-for-sale securities with original maturities exceeding three months. According to ASC 320, Investments―Debt and Equity 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 income and other expense, net. For the year ended December 31, 2020, we had no significant realized or unrealized gains or losses from investments in marketable securities classified as available-for-sale. As of December 31, 2020 and 2019, we had $1 and $21, respectively, of cumulative unrealized gains, net of tax, which was $0 as of December 31, 2020 and 2019 due to the full valuation allowance established against our deferred tax assets, in accumulated other comprehensive 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 equivalents, accounts receivable, accounts payable, and accrued expenses and other liabilities approximates fair value due to the short duration and nature of these financial instruments. Property and equipment Property and equipment are generally stated at historical cost, less accumulated depreciation and amortization. Our 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 are 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 Computer equipment 3 Furniture, fixtures and office equipment 3 Leasehold improvements The shorter of the estimated useful life or the remaining term of the agreements, generally ranging from 2 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. We capitalize certain costs for our network equipment during the pre-construction period, which is the period during which costs are incurred to evaluate the site and continue to capitalize costs until the network equipment is substantially completed and ready for use. Cost for network equipment includes capitalized interest. Leases We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use assets, current portion of operating leases, and long-term portion of operating leases in our consolidated balance sheets. Finance leases are included in property and equipment, net, current portion of finance leases, and long-term portion of finance leases in our consolidated balance sheets. Operating and finance lease ROU assets and ROU liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. As most of our leases for which we are lessee do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. The ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, which are accounted for separately for the asset classes maintained. We exclude short-term leases with a lease term of 12 months or less at the commencement date from our consolidated balance sheets. Software development and cloud computing arrangement costs We capitalize costs associated with software developed or obtained for internal use and cloud computing arrangements when the preliminary project stage is completed, and it is determined that the software and cloud computing arrangements will provide significantly enhanced capabilities and modifications. These capitalized software development and cloud computing arrangement costs are included in property and equipment and prepaid and other current assets and other assets, respectively, 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 and cloud computing arrangement projects. Capitalization of these costs ceases once the project is substantially complete and the software and cloud computing arrangement is ready for its intended use. Once the software and cloud computing arrangement are ready for its intended use, the costs are amortized over the useful life of the software and term of the cloud computing arrangement, respectively. Post-configuration training and maintenance costs are expensed as incurred. Long-lived assets Intangible assets consist primarily of acquired venue contracts, backlog, customer and partnership relationships, non-compete agreements, technology, 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. 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, Electronic Media Systems, Inc. and Advanced Wireless Group, LLC in October 2013, and Elauwit Networks, LLC in August 2018. We test goodwill for impairment in accordance with guidance provided by FASB ASC 350, Intangibles—Goodwill and Other 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 31 st 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 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 impairment test is unnecessary. The impairment loss, if any, is measured by comparing the implied fair value of the reporting unit goodwill with the carrying amount of goodwill. In October 2020, we completed our restructuring activities, which were initiated in December 2019. Prior to the completion of the restructuring activities, we had one reporting unit. At December 31, 2019, we tested our goodwill for impairment using a market-based approach and no impairment was identified as the fair value of our sole reporting unit was substantially in excess of its carrying amount. As a result of the restructuring, we currently have five reporting units: (i) carrier services for the provision of wireless and cellular services to our wireless customers (“Carrier Services”); (ii) military for the provision of wireless services on military bases (“Military”); (iii) private networks and emerging technologies for the provision of licensed, unlicensed, and shared spectrum services for our venue partners and non-telecom customers (“Private Networks and Emerging Technologies”); (iv) multifamily for the provision of wireless services for our multifamily property owners (“Multifamily”); and (v) legacy for the provision of our other services such as retail, advertising, and wholesale Wi-Fi services to enterprise customers (“Legacy”). In October 2020, immediately prior to the restructuring, we tested our goodwill for impairment using a market-based approach and no impairment was identified. We then estimated the fair value of each reporting unit using an income-based approach, specifically a discounted cash flow model. The cash flow model included significant judgments and assumptions related to revenue growth and discount rates. We reallocated our goodwill to the five reporting units using the relative fair value approach as follows: Goodwill Carrier services $ 37,740 Military 15,151 Multifamily 3,062 Legacy 1,829 Private networks and emerging technologies 797 $ 58,579 On October 31, 2020, we tested our goodwill for impairment using an income-based approach and no impairment was identified as the fair value of our five reporting units were substantially in excess of their carrying amounts. On December 31, 2020, we tested our goodwill for impairment using a qualitative assessment and no impairment was identified. Convertible debt transactions We separately account for the liability and equity components of convertible debt instruments that can be settled in cash by allocating the proceeds from issuance between the liability component and the embedded conversion option in accordance with accounting for convertible debt instruments that may be settled in cash (including partial cash settlement) upon conversion. The value of the equity component is calculated by first measuring the fair value of the liability component, using the interest rate of a similar liability that does not have a conversion feature, as of the issuance date. The difference between the proceeds from the convertible debt issuance and the amount measured as the liability component is recorded as the equity component with a corresponding discount recorded on the debt. We recognize amortization of the resulting discount using the effective interest method as interest expense on our consolidated statements of operations. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. We have allocated issuance costs incurred to the liability and equity components. Issuance costs attributable to the liability component are being amortized to expense over the respective term of the Convertible Notes, and issuance costs attributable to the equity components were netted with the respective equity component in additional paid-in capital. Simultaneously, we purchased capped call options from a financial institution to minimize the impact of potential dilution of our common stock upon conversion. The premium for the capped call options was recorded as additional paid-in capital on our consolidated balance sheets as the options are settleable in our common stock. Revenue recognition We generate revenue from several sources including: (i) telecom operators under long-term contracts for access to our DAS, macro tower, small cell, and Wi-Fi networks 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 property owners for multifamily properties that provide for network installation and monthly Wi-Fi services and support for residents and employees or network-as-a-service (“NaaS”), (iv) arrangements with wholesale Wi-Fi customers that provide software licensing, network access, and/or professional services fees, and (v) 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. Revenues are recognized when a contract with a customer exists and control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services and the identified performance obligation has been satisfied. Contracts entered into at or near the same time with the same customer are combined and accounted for as a single contract if the contracts have a single commercial objective, the amount of consideration is dependent on the price or performance of the other contract, or the services promised in the contracts are a single performance obligation. Contract amendments are routine in the performance of our DAS, tower, small cell, wholesale Wi-Fi, and advertising contracts. Contracts are often amended to account for changes in contract specifications or requirements to expand network access services. In most instances, our DAS, tower, small cell, and wholesale Wi-Fi contract amendments are for additional goods or services that are distinct, and the contract price increases by an amount that reflects the standalone selling price of the additional goods or services; therefore, such contract amendments are accounted for as separate contracts. Contract amendments for our advertising contracts are also generally for additional goods or services that are distinct; however, the contract price does not increase by an amount that reflects the standalone selling price of the additional goods or services. Advertising contract amendments are therefore generally accounted for as contract modifications under the prospective method. Contract amendments to transaction prices with no change in remaining services are accounted for as contract modifications under the cumulative catch-up method. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers Payment terms vary on a contract-by-contract basis, although terms generally include a requirement of payment within 30 For contracts that include variable consideration, we estimate the amount of consideration at contract inception under the expected value method or the most likely amount method and include the amount of variable consideration that is not considered to be constrained. Significant judgment is used in constraining estimates of variable consideration. We update our estimates at the end of each reporting period as additional information becomes available. Timing of revenue recognition may differ from the timing of invoicing to customers. We record unbilled receivables (contract assets) when revenue is recognized prior to invoicing, deferred revenue (contract liabilities) when revenue is recognized after invoicing, and receivables when we have an unconditional right to consideration to invoice and receive payment in the future. We present our DAS, Multifamily, and Legacy wholesale Wi-Fi contracts in our consolidated balance sheet as either a contract asset or a contract liability with any unconditional rights to consideration presented separately as a receivable. Our other customer contracts generally do not have any significant contract asset or contract liability balances. Generally, a significant portion of the billing for our DAS contracts occurs prior to revenue recognition, resulting in our DAS contracts being presented as contract liabilities. In contrast, our Legacy wholesale Wi-Fi contracts and Multifamily network-as-a-service (“NaaS”) contracts that contain recurring fees with annual escalations are generally presented as contract assets as revenue is recognized prior to invoicing. Our Multifamily network construction, service and support contracts can be presented as either contract liabilities or contract assets primarily as a result of timing of invoicing for the network installations. We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. We have determined that certain sales incentive programs meet the requirements to be capitalized. Total capitalized costs to obtain a contract were immaterial during the years ended December 31, 2020 and 2019 and are included in prepaid expenses and other current assets and non-current other assets on our consolidated balance sheets. We apply a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. Contract costs are evaluated for impairment in accordance with ASC 310, Receivables Carrier services DAS, towers, and small cells We enter into long-term contracts with telecom operators for access to our DAS, tower, and small cell networks at our managed and operated locations. The initial term of our DAS, tower, and small cell contracts with telecom operators can range up to 20 years and the agreements generally contain renewal options. Some of our contracts provide termination for convenience clauses that may or may not include substantive termination penalties. We apply judgment in determining the contract term, the period during which we have present and enforceable rights and obligations. Our DAS, tower, and small cell customer contracts generally contain a single performance obligation—provide non-exclusive access to our DAS, tower, and small cell networks to provide telecom operators’ customers with access to the licensed wireless spectrum, together with providing telecom operators with construction, installation, optimization/engineering, maintenance services and agreed-upon storage space for the telecom operators’ transmission equipment, each related to providing such licensed wireless spectrum to the telecom operators. The performance obligation is considered a series of distinct services as the performance obligation is satisfied over time and the same time-based input method would be used to measure our progress toward complete satisfaction of the performance obligation to transfer each distinct service in the series to the customer. Our contract fee structure generally includes a non-refundable upfront fee and we evaluated whether customer options to renew services give rise to a material right that should be accounted for as a separate performance obligation because of those non-refundable upfront fees. We apply significant judgment in determining whether the customer options to renew services give rise to a material right that should be accounted for as a separate performance obligation. We believe that a material right generally does not exist for our DAS, tower, and small cell customer contracts that contain renewal options because the telecom operators’ decision to renew is highly dependent upon our ability to maintain our exclusivity as the DAS, tower, and small cell service provider at the venue location and our limited operating history with venue and customer renewals. The telecom operators will make the decision to incur the capital improvement costs at the venue location irrespective of our remaining exclusivity period with the venue as the telecom operators expect that the assets will continue to be serviced regardless of whether we will remain such exclusive DAS, tower, and small cell service provider. Our contracts also provide our DAS, tower, and small cell customers with the option to purchase additional future services such as upgrades or enhancements. This option is not considered to provide the customer with a material right that should be accounted for as a separate performance obligation since the cost of the additional future services depends entirely on the market rate of such services at the time such services are requested, and we are not automatically obligated to stand ready to deliver these additional goods or services as the customer may reject our proposal. Periodically, we install and sell DAS, tower, and small cell 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 or using a cost-to-cost method over the network installation period depending on when control is transferred to the customer. Our contract fee structure may include varying components of an upfront build-out fee and recurring access, maintenance, and other fees. The upfront build-out fee is generally structured as a firm-fixed price or cost-plus arrangement and becomes payable as certain contract and/or construction milestones are achieved. Our DAS, tower, and small cell networks are generally neutral host networks that can accommodate multiple telecom operators. Some of our DAS customer contracts provide for credits that may be issued to existing telecom operators for additional telecom operators subsequently joining the DAS network. The credits are generally based upon a fixed dollar amount per additional telecom operator, a fixed percentage amount of the original build-out fee |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2020 | |
Acquisitions | |
Acquisitions | 3. Acquisitions Elauwit Networks, LLC On August 1, 2018, we acquired the assets of Elauwit Networks, LLC (“Elauwit”) for $28,000 plus other contingent consideration. Elauwit provided data and video services to multi-unit dwelling properties including student housing, condominiums, apartments, senior living, and hospitality industries throughout the U.S. In addition, Elauwit built and maintained the network that supported these services for property owners and managers and provided support for residents and employees. The acquisition was accounted for under the acquisition method of accounting in accordance with FASB ASC 805, Business Combinations The fair value of the contingent consideration was based on Level 3 inputs. Further changes in the fair value of the contingent consideration would be recorded through operating income (loss). The contingent consideration was valued at the date of acquisition using the Monte Carlo method The identifiable intangible assets were primarily valued using the excess earnings, relief from royalty, and loss-of-revenue methods using discount rates ranging from 8.0% to 21.0% and a 1.0% royalty rate, where applicable, except for certain backlog intangible assets held for sale that were valued at fair value less costs to sell using a discount rate of 8%. The amortizable intangible assets held for use are amortized on a straight-line basis over their estimated useful lives. Intangible assets held for sale are not amortized. We allocated the excess of the purchase price over the fair value of assets acquired and liabilities assumed to goodwill, which is deductible for tax purposes. The goodwill that arose from the Elauwit acquisition was attributable primarily to expected synergies and other benefits, including the acquired workforce, from combining Elauwit with us. ASC 805 provides for a measurement period not to exceed one year from the acquisition date to adjust the provisional amounts recognized at the acquisition date to reflect 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. In 2019, we recorded measurement period adjustments to: (i) increase the value of backlog intangible assets held for sale by $750 as a result of the identification of additional assets that were acquired; (ii) decrease the value of backlog intangible assets by $48 as a result of an adjustment made to the fair value of an acquired customer contract; and (iii) increase the value of accrued expenses and other liabilities and reduce the indemnification liability by $566 as a result of the identification of previously undisclosed liabilities of the sellers. The measurement period adjustments resulted in a net decrease to goodwill of $1,061. The following summarizes the final purchase price allocation: Weighted Average Estimated Useful Fair Value Life (years) Consideration: Cash paid $ 15,576 Holdback consideration 12,075 Contingent consideration 961 Total consideration $ 28,612 Recognized amounts of identifiable assets acquired and liabilities assumed: Accounts receivable $ 4,494 Prepaid expenses and other current assets 1,687 Property and equipment 195 Other non-current assets 177 Accounts payable (2,049) Accrued expenses and other liabilities (1,249) Deferred revenue (3,854) Other non-current liabilities (307) Net tangible liabilities acquired (906) Backlog 6,982 5.0 Backlog-held for sale 750 — Customer relationships 2,490 10.0 Partner relationships 1,200 10.0 Transition services agreement 540 2.0 Non-compete agreement 1,380 3.0 Goodwill 16,176 Total purchase price $ 28,612 The following table presents the results of Elauwit included in the Company’s revenue and net loss: Year Ended December 31, 2018 Revenue $ 11,228 Net loss (2,349) Pro forma results (Unaudited) The following table presents the unaudited pro forma results of the Company for the year ended December 31, 2018 as if the acquisition of Elauwit had occurred on January 1, 2017 and therefore includes Elauwit’s revenue and net income (loss), as adjusted, for the period. These results are not intended to reflect the actual operations of the Company had the acquisition occurred on January 1, 2017. Income taxes were calculated based on the effective tax rate for 2018, excluding the tax effects on the equity component of Convertible Notes recorded in 2018. Acquisition transaction costs have been excluded from the pro forma net loss. Year Ended December 31, 2018 Revenue $ 268,693 Net loss (739) Net loss attributable to common stockholders (2,224) Net loss per share attributable to common stockholders Basic $ (0.05) Diluted $ (0.05) |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2020 | |
Restructuring | |
Restructuring | 4. Restructuring In December 2019, the Company approved and adopted a plan to restructure the Company's business operations to drive long term sustainable revenue growth, better align resources, improve operational efficiencies and to increase profitability. Under this plan, the Company's management and employees will be focused primarily on managing its key business of i) providing services to the wireless carriers, ii) generating business on military bases, and iii) growing the Company's multifamily business, in addition to managing the profitability of the Company's legacy business such as retail and advertising. As part of the business realignment plan, the Company eliminated approximately 80 positions. We completed our restructuring activities and modified our reportable segments and reporting unit in 2020, which is the period that such actions were completed. Restructuring charges, which were comprised of employee severance and benefits expense, recorded within selling, general and administrative expenses in the consolidated statement of operations amounted to $2,298 for the year ended December 31, 2019. Restructuring activity for the years ended December 31, 2020 and 2019 was as follows: Accrued Employee Severance and Benefits Balance, January 1, 2019 $ — Additional accruals 2,298 Adjustments (49) Cash payments — Non-cash settlements — Balance, December 31, 2019 2,249 Additional accruals — Adjustments — Cash payments (2,249) Non-cash settlements — Balance, December 31, 2020 $ — |
Cash and cash equivalents and m
Cash and cash equivalents and marketable securities | 12 Months Ended |
Dec. 31, 2020 | |
Cash and cash equivalents and marketable securities | |
Cash and cash equivalents and marketable securities | 5. Cash and cash equivalents and marketable securities Cash and cash equivalents and marketable securities consisted of the following: December 31, 2020 2019 Cash and cash equivalents: Cash $ 15,286 $ 6,061 Money market funds 20,825 34,340 Total cash and cash equivalents $ 36,111 $ 40,401 Short-term marketable securities-available-for-sale: Marketable securities $ 4,565 $ 40,214 Total short-term marketable securities $ 4,565 $ 40,214 All contractual maturities of marketable securities were less than one year at December 31, 2020. Marketable securities consist primarily of debt securities which include commercial paper and debt instruments including notes issued by foreign or domestic industrial and financial corporations and governments which pay in U.S. dollars and carry a rating of A or better. For the years ended December 31, 2020, 2019 and 2018, interest income was $588, $2,012 and $742, respectively, which is included in interest income and other expense, net in the accompanying consolidated statements of operations. |
Accounts receivables, net
Accounts receivables, net | 12 Months Ended |
Dec. 31, 2020 | |
Accounts receivables, net | |
Accounts receivables, net | 6. Accounts receivables, net 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, 2017 $ 863 Additions charged to operations 363 Deductions from reserves, net (43) Balance, December 31, 2018 1,183 Additions charged to operations 181 Deductions from reserves, net (278) Balance, December 31, 2019 1,086 Additions charged to operations 28 Deductions from reserves, net (106) Balance, December 31, 2020 $ 1,008 |
Contract assets and contract li
Contract assets and contract liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Contract assets and contract liabilities | |
Contract assets and contract liabilities | 7. Contract assets and contract liabilities The opening and closing balances of our contract asset, net, contract liability, net balances from contracts with customers for the years ended December 31, 2020 and 2019 are as follows: Contract Contract Assets, Net Liabilities, Net Balance at December 31, 2019 $ 967 $ 227,889 Balance at December 31, 2020 547 224,754 Change $ (420) $ (3,135) Balance at December 31, 2018 $ 468 $ 217,733 Balance at December 31, 2019 967 227,889 Change $ 499 $ 10,156 The current and non-current portions of our contract assets, net is included within prepaid expenses and other current assets and other assets, respectively, and current and non-current portions of our contract liabilities, net are included within deferred revenue and deferred revenue, net of current portion, respectively, in our consolidated balance sheets. Contract assets, net is generated from our Carrier Services, Multifamily and Legacy wholesale Wi-Fi contracts and the change in the contract assets, net balance includes activity related to amounts invoiced offset by revenue recognized from performance obligations satisfied in the current reporting period. Contract liabilities are recorded when fees are collected, or we have an unconditional right to consideration (a receivable) in advance of delivery of goods or services. The change in contract liabilities, net balance is related to customer activity associated with each of our product offerings including the receipt of cash payments and the satisfaction of our performance obligations. Revenues for the years ended December 31, 2020, 2019, and 2018 include the following: Year Ended December 31, 2020 2019 2018 Amounts included in the beginning of period contract liability balance $ 84,368 $ 88,890 $ 85,592 Amounts associated with performance obligations satisfied in previous periods (55) 447 378 As of December 31, 2020, the aggregate amount of the transaction price allocated to remaining service performance obligations for our Carrier Services contracts was $210,290. We expect to recognize this revenue as service is provided over the remaining contract term. As of December 31, 2020, our Carrier Services contracts have a remaining duration of less than one year to approximately fourteen years. As of December 31, 2020, the aggregate amount of the transaction price allocated to remaining service performance obligations for certain of our Military contracts was $2,774. We expect to recognize this revenue as service is provided over the remaining contract term. As of December 31, 2020, our Military contracts have a remaining duration of less than one year to approximately eight years. Certain of our Legacy wholesale Wi-Fi contracts include variable consideration based on usage. This variable consideration has been excluded from the disclosure of remaining performance obligations. As of December 31, 2020, the aggregate amount of the transaction price allocated to remaining service performance obligations for certain of our Legacy wholesale Wi-Fi contracts with guaranteed minimum consideration was $5,484. We expect to recognize this revenue as service is provided over the remaining contract term. As of December 31, 2020, our Legacy wholesale Wi-Fi contracts have a remaining duration of less than one year to approximately fourteen years. Information about remaining performance obligations that are part of a contract that has an original expected duration of one year or less have been excluded from the above, which primarily consists of network installations for our Multifamily customers and monthly service contracts. |
Property and equipment
Property and equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property and equipment | |
Property and equipment | 8. Property and equipment The following is a summary of property and equipment, at cost less accumulated depreciation and amortization: December 31, 2020 2019 Leasehold improvements $ 596,242 $ 550,427 Construction in progress 118,055 78,343 Software 65,532 60,814 Computer equipment 14,808 16,707 Furniture, fixtures and office equipment 2,506 2,140 Total property and equipment 797,143 708,431 Less: accumulated depreciation and amortization (390,815) (328,188) Total property and equipment, net $ 406,328 $ 380,243 Depreciation and amortization expense, which includes depreciation and amortization for property and equipment under finance leases, for the years ended December 31, 2020, 2019, and 2018 amounted to $78,313, $70,862, and $78,837, respectively. During the years ended December 31, 2020, 2019, and 2018, we recognized $23, $370, and $148, respectively, of impairment losses primarily related to construction in progress projects that were abandoned. During the years ended December 31, 2020 and 2018, we also recognized $39 and $90, respectively, of losses on disposals of property and equipment. |
Goodwill and intangible assets
Goodwill and intangible assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and intangible assets | |
Goodwill and intangible assets | 9. Goodwill and intangible assets Goodwill The following table sets forth the changes in our goodwill balance, for all periods presented: Goodwill Balance at December 31, 2018 $ 59,640 Measurement period adjustments for acquisition of Elauwit (1,061) Balance at December 31, 2019 $ 58,579 Intangible assets The following table sets forth the changes in our intangible assets balance, for all periods presented: Intangible Assets Balance at December 31, 2018 $ 19,152 Measurement period adjustments for acquisition of Elauwit (48) Reclassification of assets held for sale, net 407 Amortization expense (4,571) Balance, December 31, 2019 14,940 Amortization expense (4,288) Balance, December 31, 2020 $ 10,652 Intangible assets at December 31, 2020 consist of the following: Historical Accumulated Cost Amortization Net Venue contracts $ 19,710 $ (16,030) $ 3,680 Backlog 7,388 (3,578) 3,810 Customer and partner relationships 3,780 (962) 2,818 Non-compete agreements, technology and other 2,134 (1,790) 344 Total intangible assets $ 33,012 $ (22,360) $ 10,652 Intangible assets at December 31, 2019 consist of the following: Historical Accumulated Cost Amortization Net Venue contracts $ 20,431 $ (15,247) $ 5,184 Backlog 7,388 (2,104) 5,284 Customer and partner relationships 3,780 (584) 3,196 Non-compete agreements, technology and other 4,814 (3,538) 1,276 Total intangible assets $ 36,413 $ (21,473) $ 14,940 9. Goodwill and intangible assets (Continued) The decrease in our intangible assets cost and accumulated amortization balances from 2019 to 2020 is primarily related to the write-off of intangible assets that have expired. Amortization expense for fiscal years 2021 through 2025 and thereafter is as follows: Amortization Year Expense 2021 $ 3,556 2022 3,095 2023 1,901 2024 681 2025 416 Thereafter 1,003 $ 10,652 |
Accrued expenses and other liab
Accrued expenses and other liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Accrued expenses and other liabilities | |
Accrued expenses and other liabilities | 10. Accrued expenses and other liabilities Accrued expenses and other liabilities consisted of the following: December 31, 2020 2019 Customer liabilities $ 21,964 $ 19,403 Construction in progress 13,679 18,197 Revenue share 5,514 9,844 Taxes 4,455 3,642 Salaries and wages 3,684 6,023 Professional fees 871 1,196 Partner network 651 687 Other 5,166 6,160 Total accrued expenses and other liabilities $ 55,984 $ 65,152 |
Convertible Notes
Convertible Notes | 12 Months Ended |
Dec. 31, 2020 | |
Convertible Notes | |
Convertible Notes | 11. Convertible Notes In October 2018, the Company sold, through the initial purchasers, convertible senior notes (“Convertible Notes”) to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended, for gross proceeds of $201,250. The Convertible Notes are senior, unsecured obligations with interest payable semi-annually in cash at a rate of 1.00% per annum on April 1 st st The Convertible Notes have an initial conversion rate of 23.6323 The Company may redeem all or any portion of the Convertible Notes, at its option, on or after October 5, 2021, at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, if the last reported sale price of the Company’s stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides written notice of redemption. Holders of Convertible Notes may require the Company to repurchase their Convertible Notes upon the occurrence of certain events that constitute a fundamental change under the indenture governing the Convertible Notes at a fundamental change repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the date of repurchase. In connection with certain corporate events or if the Company issues a notice of redemption prior to the maturity date, it will, under certain circumstances, increase the conversion rate for holders who elect to convert their Convertible Notes in connection with such corporate event or notice of redemption. In connection with the pricing of the Convertible Notes, the Company entered into privately negotiated capped call transactions with a financial institution. The capped call transactions initially cover, subject to customary anti-dilution adjustments, the number of shares of the Company’s common stock that initially underlie the Convertible Notes. The cap price of the capped call transactions is initially $65.10 per share of the Company’s common stock and is subject to certain adjustments under the terms of the capped call transactions. The capped call transactions are expected generally to reduce potential dilution to the Company’s common stock upon conversion of the Convertible Notes and/or offset the potential cash payments that the Company could be required to make in excess of the principal amount of any converted Convertible Notes upon conversion thereof, with such reduction and/or offset subject to a cap based on the cap price. The Company paid $23,969 for the capped call transactions, which was recorded as additional paid-in capital, using a portion of the gross proceeds from the sale of the Convertible Notes. The capped call is expected to be tax deductible as the Company elected to integrate the capped call into the Convertible Notes for tax purposes. The tax effect on the equity component of the Convertible Notes of $5,686 was recorded as additional paid-in capital. The following table summarizes the Convertible Notes: December 31, 2020 2019 Par value of the Convertible Notes $ 201,250 $ 201,250 Unamortized debt discounts (27,949) (36,813) Unamortized debt issuance costs (2,772) (3,673) Net carrying value of Convertible Notes $ 170,529 $ 160,764 The fair value of our Convertible Notes was $182,886 as of December 31, 2020. The estimated fair value of Convertible Notes is based on market rates and the closing trading price of the Convertible Notes as of November 23, 2020 and is classified as Level 2 in the fair value hierarchy. There were no trades between November 23, 2020 and December 31, 2020. As of December 31, 2020, the if-converted value of the Convertible Notes did not exceed the principal amount. The Company incurred debt issuance costs of $6,169 in October 2018. In accordance with FASB ASC 470, Debt debt discount in the accompanying consolidated statements of operations. The following table sets forth interest expense related to the Convertible Notes for the years ended December 31, 2020, 2019, and 2018: Year Ended December 31, 2020 2019 2018 Contractual interest expense $ 2,012 $ 2,012 $ 481 Amortization of debt issuance costs 901 849 205 Amortization of debt discount 8,864 8,245 1,992 Total $ 11,777 $ 11,106 $ 2,678 Effective interest rate of the liability component 7.1 % 7.1 % 7.1 % During the years ended December 31, 2020, 2019, and 2018 we capitalized $4,062, $3,042, and $508, respectively, of amortization and interest expense related to the Convertible Notes. Amortization expense for our debt discount and debt issuance costs for fiscal years 2021 through 2023 is as follows: Debt Debt Issuance Year Discounts Costs 2021 $ 9,528 $ 955 2022 10,241 1,015 2023 8,180 802 $ 27,949 $ 2,772 |
Credit Facility
Credit Facility | 12 Months Ended |
Dec. 31, 2020 | |
Credit Facility. | |
Credit Facility | 12. Credit Facility In February 2019, 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., Silicon Valley Bank, Bank of the West, Zions Bancorporation, N.A. dba California Bank & Trust, and Barclays Bank PLC (the “Lenders”), for a secured credit facility in the form of a revolving line of credit of up to $150,000 (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”). The Credit Facility replaced the November 2014 Credit Facility with Bank of America, N.A. acting as agents for the lenders therein, which expired on November 21, 2018. 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. In March 2020, we drew down $100,000 from our Revolving Line of Credit and repaid the full amount outstanding in September 2020. As of December 31, 2020, we had no amounts outstanding under the Revolving Line of Credit and $1,944 outstanding under the Term Loan. As of December 31, 2019, we had no amounts outstanding under the Revolving Line of Credit and $2,722 outstanding under the Term Loan. Amounts borrowed under the Revolving Line of Credit and Term Loan will bear variable interest at the greater of LIBOR plus 1.75% - 2.75% or Lender’s Prime Rate plus 0.75% - 1.75% per year and we will pay a fee of 0.25% - 0.5% per year on any unused portion of the Revolving Line of Credit. The Term Loan requires quarterly payments of interest and principal until it is repaid in full on the maturity date but may be prepaid in whole or part at any time. Our Credit Facility will mature on April 3, 2023. 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. The Company is subject to customary financial and non-financial covenants under the Credit Facility, including a minimum quarterly consolidated senior secured leverage ratio, a minimum quarterly consolidated total leverage ratio, a maximum quarterly consolidated fixed charge coverage ratio, and cash on hand minimums. We complied with all such financial covenants through December 31, 2020. Principal payments due under our Term Loan through 2023 are as follows: Principal Year Payments 2021 $ 778 2022 778 2023 388 $ 1,944 Debt issuance costs are amortized on a straight-line basis over the term of the Credit Facility. Amortization expense related to debt issuance costs, net of amounts capitalized, for the Credit Facility and the November 2014 Credit Facility are included in interest expense and amortization of debt discount in the accompanying consolidated statements of operations for the years ended December 31, 2020, 2019, and 2018. Amortization and interest expense for the Credit Facility and November 2014 Credit Facility capitalized amounted to $1,146, $98, and $288 for the years ended December 31, 2020, 2019, and 2018, respectively. Amortization and interest expense for the Credit Facility and November 2014 Credit Facility expensed amounted to $678, $399, and $106 for the years ended December 31, 2020, 2019, and 2018, respectively. The interest rate for the Credit Facility for the year ended December 31, 2020 ranged from 3.0% to 4.0%. Amortization expense for our debt issuance costs through 2023 are as follows: Amortization Year Expense 2021 $ 457 2022 457 2023 120 $ 1,034 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases | |
Leases | 13. Leases We have operating and finance leases for corporate offices, datacenters, data communication equipment and database software. Our operating leases have remaining lease terms of less than one year to eight years and our finance leases have remaining lease terms of less than one year . Some of our operating leases may include one or more options to renew and can extend the lease term from one year to ten years . The exercise of operating lease renewal options is at our sole discretion. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Some of our operating lease agreements include options to terminate the leases upon written notice and may include early termination penalties. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. As of December 31, 2020, assets recorded under finance leases were $12,265 and accumulated depreciation and amortization associated with finance leases was $7,533 . As of December 31, 2019, assets recorded under finance leases were $12,280 and accumulated depreciation and amortization associated with finance leases was $5,387 . The components of lease expense were as follows: Year Ended December 31, 2020 2019 Operating lease expense $ 3,267 $ 3,628 Finance lease expense: Depreciation and amortization of assets included in property and equipment, net $ 2,161 $ 2,103 Interest on lease liabilities 18 56 Total finance lease expense $ 2,179 $ 2,159 Interest on lease liabilities capitalized, which is excluded from the above table, during the years ended December 31, 2020 and 2019, amounted to $44 and $116, respectively. Supplemental cash flow information related to leases was as follows: Year Ended December 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (3,866) $ (3,949) Operating cash flows from finance leases (63) (172) Financing cash flows from finance leases (2,720) (4,201) Right-of-use assets obtained in exchange for lease obligations: Operating leases — 17,595 Operating lease ROU assets obtained in exchange for lease obligations for the year ended December 31, 2019 include the effects of the adoption of ASC 842, Leases Other information related to leases was as follows: December 31, 2020 2019 Weighted average remaining lease term: Operating leases 5.2 years 6.1 years Financing leases 0.3 years 1.2 years Weighted average discount rate: Operating leases 5.3 % 5.3 % Finance leases 3.2 % 3.2 % Future minimum lease payments under non-cancellable leases as of December 31, 2020 as presented in accordance with ASC 842 were as follows: Operating Finance Years ended December 31, Leases Leases 2021 $ 3,393 $ 574 2022 3,692 — 2023 3,645 — 2024 3,655 — 2025 3,707 — Thereafter 1,528 — Total future minimum lease payments 19,620 574 Less: Imputed interest (2,501) (1) Total 17,119 573 Current portion of operating and finance leases 2,632 573 Long-term portion of operating and finance leases $ 14,487 $ — Rent expense for our leases of office and other facilities, which was recorded on a straight-line basis over the term of the lease in accordance with ASC 840, Leases . |
Fair value measurement
Fair value measurement | 12 Months Ended |
Dec. 31, 2020 | |
Fair value measurement | |
Fair value measurement | 14. Fair value measurement The following table sets forth our financial assets and liabilities that are measured at fair value on a recurring basis: At December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 20,825 $ — $ — $ 20,825 Marketable securities — 4,565 — 4,565 Total assets $ 20,825 $ 4,565 $ — $ 25,390 At December 31, 2019 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 32,843 $ 1,497 $ — $ 34,340 Marketable securities 6,262 33,952 — 40,214 Total assets $ 39,105 $ 35,449 $ — $ 74,554 Our marketable securities utilize Level 1 and Level 2 inputs and consist primarily of corporate debt securities, which primarily include commercial paper and debt instruments including notes issued by foreign or domestic industrial and financial corporations and governments 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 maturity securities are classified as Level 2 securities. Our marketable securities are valued at amortized cost, which approximates fair value. 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 December 31, 2020 based upon available market observable data. The Company’s contingent consideration obligation was initially recorded at fair value using probability-weighted discounted cash flow approaches that are based on significant unobservable inputs related to achievement of estimated annual sales and are reviewed quarterly. Significant changes to estimated annual sales and discount rates would result in corresponding changes in the fair value of this obligation. 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, 2019 $ 961 Change in fair value (961) Balance, December 31, 2019 $ — We did not make any payments for the contingent consideration related to the Elauwit acquisition. The change in fair value of contingent consideration was recorded in selling, general and administrative expenses in the consolidated statements of operations for the year ended December 31, 2019. |
Stockholders' equity
Stockholders' equity | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' equity | |
Stockholders' equity | 15. Stockholders’ equity At December 31, 2020 and 2019, 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”), as amended. The amount of such shares of common stock reserved for these purposes is as follows: December 31, 2020 2019 (in thousands) Outstanding stock options under the 2001 Plan — 7 Outstanding stock options under the 2011 Plan 109 228 Outstanding RSUs under the 2011 Plan 951 633 Shares available for grant under the 2011 Plan 1,382 2,478 Total 2,442 3,346 The Convertible Notes have an initial conversion rate of 23.6323 |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income taxes | |
Income taxes | 16. Income taxes The income tax (expense) benefit by jurisdiction recorded as part of continuing operations consists of the following for the years ended December 31: 2020 2019 2018 U.S. federal: Current $ (5) $ (20) $ (18) Deferred 114 115 4,569 Total U.S. federal $ 109 $ 95 $ 4,551 U.S. state and local: Current $ (142) $ (32) $ (285) Deferred (123) (35) 1,048 Total U.S. state and local $ (265) $ (67) $ 763 Foreign: Current $ (1) $ — $ (161) Total foreign $ (1) $ — $ (161) In 2018, federal, state and local deferred tax expense of $5,686 related to the equity component of the Convertible Notes was recorded as additional paid-in capital. 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: 2020 2019 2018 Federal statutory rate 21.0 % 21.0 % 21.0 % State and local 5.5 11.2 19.7 Foreign rate differential 0.9 0.2 (0.5) Stock options 2.7 (52.2) (47.2) Excess tax benefits from stock-based compensation (2.9) 95.5 106.4 Non-controlling interests (0.3) 0.2 5.5 Valuation allowance (26.7) (74.7) (90.7) Uncertain tax positions — — 2.3 Convertible Notes — — 94.9 Other (1.1) (0.9) (5.9) Income taxes (0.9) % 0.3 % 105.5 % We have a foreign subsidiary in the United Kingdom, which has generated losses since inception resulting in a $1,773 deferred tax asset with a corresponding valuation allowance as of December 31, 2020. We also have a majority owned foreign subsidiary in Brazil, which has a $967 deferred tax asset with a corresponding valuation allowance as of December 31, 2020 due to historical operating losses. Foreign income (loss) before income taxes was $400, $(28) and $(577) for 2020, 2019, and 2018, respectively. As of December 31, 2020, we were in a net tested loss position in our subsidiaries located outside of the U.S. In the event that we generate earnings in these subsidiaries, our intention is to indefinitely reinvest these earnings outside the U.S. If we were to remit our foreign earnings, we would be subject to state income taxes or withholding taxes imposed on actual distributions, or currency transaction gains (losses) that would result in taxation upon remittance. However, the amounts of any such tax liabilities resulting from the repatriation of foreign earnings are not material. 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: 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 46,998 $ 44,565 Outside basis differences for U.S. partnerships 7,941 8,656 Operating lease liabilities 4,076 4,695 Deferred revenue 800 782 Deferred compensation 86 623 State taxes 39 44 Stock options — — Other 2,099 939 Valuation allowance (46,459) (41,646) Net deferred tax assets 15,580 18,658 Deferred tax liabilities: Property and equipment (5,729) (6,943) Convertible Notes (3,403) (4,366) Operating lease right-of-use assets (2,888) (3,348) Intangible assets (3,106) (3,079) Stock options (1,438) (1,915) Net deferred tax liabilities (16,564) (19,651) Net deferred taxes $ (984) $ (993) 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, 2020 and 2019, we had federal net operating loss carryforwards of approximately $170,907 and $164,373, respectively, of which $87,162 will be carried forward indefinitely, state net operating loss carryforwards of approximately $181,488 and $170,831, respectively, and foreign net operating loss carryforwards of $11,710 and $11,671, 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 will begin to expire in 2032. 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, 2017 $ 34,990 Decrease credited to operations (1,180) Balance, December 31, 2018 33,810 Additions charged to operations 7,843 Decrease credited to operations (7) Balance, December 31, 2019 41,646 Additions charged to operations 4,816 Decrease credited to operations (3) Balance, December 31, 2020 $ 46,459 The decreases credited to operations in 2018 were related to the deferred tax liabilities established against the equity component of the Convertible Notes. 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 considered our recent performance. We recognized interest and penalties related to income tax matters in income taxes. Interest and penalties were not material during the years ended December 31, 2020, 2019, and 2018. 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, 2020 and 2019, we had $0 in uncertain tax positions. We accrue interest and penalties related to unrecognized tax benefits as a component of income taxes. 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 consider 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 to resolve. We are subject to taxation in the United States and in various states. Our tax years 2017 and forward are subject to examination by the IRS and our tax years 2016 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. In response to the market volatility and instability resulting from the COVID-19 pandemic, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was signed into law on March 27, 2020. The CARES Act lifts certain deduction limitations originally imposed by the Tax Cuts and Jobs Act (“TCJA”) that was enacted in the U.S. in December 2017. The CARES Act allows for a five-year carryback of federal NOLs generated in 2018 through 2020 and eliminates the 80% taxable income limitation by allowing corporate entities to fully utilize NOL carryforwards to offset taxable income in 2018 through 2020. In addition, the CARES Act generally allows taxpayers to deduct interest up to 50% of adjusted taxable income (30% limit under the TCJA) for tax years 2019 and 2020. The CARES Act also allows taxpayers with prior year alternative minimum tax (repealed by the TCJA) (“AMT”) credits to accelerate refund claims to tax years beginning in 2018 and 2019 instead of recovering the credits over a period of years, as originally enacted by the TCJA. The enactment of the CARES Act did not result in any material adjustments to our income tax provision for the year ended December 31, 2020, or to our U.S. federal and state net deferred tax liabilities as of December 31, 2020. |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and contingencies | |
Commitments and contingencies | 17. Commitments and contingencies Venue guarantees We have long-term non-cancellable contracts to provide Wi-Fi connectivity and cellular phone access to our DAS, tower, and small cell network for our managed and operated locations. Our venue contracts generally contain initial terms that range up to 25 years. The venue contracts generally contain renewal clauses and may include escalation clauses. We may pay revenue share to our venues and certain venue contracts include minimum revenue share guarantees. Revenue share expense related to our venue contracts for the years ended December 31, 2020, 2019 and 2018 was $35,875, $41,395 and $37,991, respectively. Future minimum obligations under non-cancellable venue contracts at December 31, 2020 are as follows: Venue Year Guarantees 2021 $ 10,893 2022 7,659 2023 7,197 2024 5,713 2025 1,675 Thereafter 3,809 $ 36,946 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, 2020, we have Letters of Credit totaling $12,885 that are scheduled to expire or renew over the next two-year period. There have been no drafts drawn under these Letters of Credit as of December 31, 2020. Legal proceedings From time to time, we may be subject to claims, suits, investigations and proceedings arising out of the normal course of business. A Brazilian company filed suit in Brazil claiming damages at one of our venues after we replaced them as the service provider for the provision of fixed telecom services at the venue. During the year ended December 31, 2020, we paid $1,100 for the losses, all applicable claims were released and such losses have been recorded as selling, general and administrative expenses in the consolidated statements of operations. We are not currently a party to any other 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, 2020 and 2019, 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, 2020, we have entered into employment contracts with 12 of our officers and other employees. 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 generally 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 are currently in settlement discussions with our venue partner. As of December 31, 2020, we have accrued for the probable and estimable losses that have been incurred, which have been recorded as general and administrative expenses in the consolidated statements of operations. 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, 2020 | |
Stock repurchases | |
Stock repurchases | 18. Stock repurchases In July 2019, the Company approved a stock repurchase program to repurchase up to $20,000 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. During the year ended December 31, 2019, we repurchased approximately 56,000 shares under the new stock repurchase program for $745, excluding commissions paid, at a weighted average price per share of $13.24, which was not in excess of current market values at the time of repurchase. During the year ended December 31, 2020, we did not repurchase any of our common stock and the stock repurchase program expired on July 31, 2020. |
Employee benefit plan
Employee benefit plan | 12 Months Ended |
Dec. 31, 2020 | |
Employee benefit plan | |
Employee benefit plan | 20. 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 contribute a portion of their annual compensation on a pre-tax basis. The Company’s matching contributions are paid each pay period and employees are immediately vested in the Company’s matching contributions regardless of the employee’s length of service with the Company. Employer contributions of $1,183, $1,415 and $1,154 were made to the plan by us in 2020, 2019 and 2018, respectively. |
Stock incentive plans
Stock incentive plans | 12 Months Ended |
Dec. 31, 2020 | |
Stock incentive plans | |
Stock incentive plans | 19. 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. We have shifted our stock-based compensation from stock options to RSUs and no stock options have been granted since 2014. As of December 31, 2020, 13,739,820 shares of common stock were reserved for issuance. As of December 31, 2020, options to purchase approximately 109,000 shares of common stock and RSUs covering approximately 951,000 shares of common stock were outstanding under the 2011 Plan. 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, 2020, no options to purchase shares of common stock were outstanding under the 2001 Plan. Stock-based compensation expense for the years ended December 31, 2020, 2019 and 2018 amounted to $7,606, $8,596, and $12,268, respectively. For the year ended December 31, 2020, we recorded certain out-of-period adjustments that decreased stock-based compensation expense and net loss attributable to common stockholders by $481. The impact of these out-of-period adjustments is not considered material, individually, and in the aggregate, to any of the current or prior periods. For the year ended December 31, 2020, we realized an income tax expense from stock-based compensation of $659. For the years ended December 31, 2019 and 2018, we realized an income tax benefit from stock-based compensation of $5,915 and $4,594, respectively. For the years ended December 31, 2020, 2019, and 2018, we capitalized $645, $860, and $789, respectively, of stock-based compensation expense. Stock option awards We previously granted stock option awards to both employees and non-employee directors. A summary of the activity for stock option awards for 2020 is presented below: Weighted Weighted-Average Number of Average Remaining Aggregate Options Exercise Contract Intrinsic (000’s) Price Life (years) Value Outstanding at December 31, 2019 235 $ 7.67 2.6 $ 870 Exercised (105) $ 6.71 Canceled/forfeited (21) $ 12.15 Outstanding and exercisable at December 31, 2020 109 $ 7.75 1.8 $ 559 The aggregate intrinsic value in the table above represents the difference between the estimated fair value of our common stock at December 31, 2020 and the option exercise price, multiplied by the number of in-the-money options at December 31, 2020. The intrinsic value changes are based on the estimated fair value of our common stock. Stock options to purchase approximately 105,000, 69,000 and 972,000 shares of our common stock were exercised during the years ended December 31, 2020, 2019 and 2018 for cash proceeds of $708, $470 and $9,979, respectively. The total intrinsic value of stock options exercised for the years ended December 31, 2020, 2019 and 2018 was $697, $423 and $14,935, respectively. Restricted stock unit awards We grant service-based restricted stock units (“RSUs”) to executive and non-executive personnel and non-employee directors. The service 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 service based RSUs for our non-employee directors generally vest over a one-year period for existing members and 33.3% per year over a three-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 revenue, Adjusted EBITDA, and/or relative total stockholder return performance goals 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 and achievement of the performance conditions. We recognize stock-based compensation expense for performance based RSUs when performance targets are defined, and the grant date is established, and we believe that it is probable that the performance objectives will be met. A summary of the RSU activity in 2020 is as follows: Weighted Average Number of Shares Grant-Date Fair (000’s) Value Non-vested at December 31, 2019 633 $ 22.04 Granted(1)(2) 898 $ 11.06 Vested (453) $ 18.28 Canceled/forfeited(2) (127) $ 15.75 Non-vested at December 31, 2020 951 $ 14.30 (1) The performance-based RSUs granted to our executive officers in 2018 were subject to satisfaction of specified service based and performance based conditions. The performance objectives were subject to under- or over- achievement on a sliding scale, with a threshold of 50% of the target number of RSUs and a maximum of 150% of the target RSUs. In March 2020, our Compensation Committee determined actual achievement of the 2018 performance-based RSUs at 100.5% resulting in the grant of additional RSUs in 2020 for the achievement above target. (2) The performance based RSUs granted to our executive officers in 2019 and 2020 were subject to the satisfaction of specified service based and performance based conditions over a three-year performance period. Achievement of the revenue and Adjusted EBITDA goals for the 2019 and 2020 performance based RSUs is based upon the budgets established for each of the years in the three-year performance period. In March 2020, our Compensation Committee determined actual achievement of the 2019 revenue and EBITDA goals for the 2019 performance based RSUs at 95% and 97%, respectively, resulting in the cancellation of RSUs in 2020 for the achievement below target. As the Company approves budgets on an annual basis, the performance targets for the 2019 performance based RSUs related to the 2020 and 2021 revenue and Adjusted EBITDA goals and the performance targets for the 2020 performance based RSUs related to the 2021 and 2022 revenue and Adjusted EBITDA goals were not considered defined as of the date these awards were awarded by the Compensation Committee. The grant date requirements of ASC 718, Compensation-Stock Compensation , are therefore not met until such approval is obtained. During the year ended December 31, 2020, the Company’s Compensation Committee approved the 2020 revenue and Adjusted EBITDA performance targets for the 2019 performance based RSUs resulting in additional RSUs granted of approximately 36,000 at a grant-date fair value of $12.41 per share. As of December 30, 2020, approximately 32,000 2019 performance based RSUs and approximately 151,000 2020 performance based RSUs have been excluded from RSU shares granted and non-vested as the performance targets have not yet been defined. During the year ended December 31, 2020, approximately 453,000 shares of RSUs vested. The Company issued approximately 302,000 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, 2020, the total remaining stock-based compensation expense for unvested RSU awards is $9,907, which is expected to be recognized over a weighted average period of 1.7 years. |
Net loss per share attributable
Net loss per share attributable to common stockholders | 12 Months Ended |
Dec. 31, 2020 | |
Net loss per share attributable to common stockholders | |
Net loss per share attributable to common stockholders | 21. 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: Year Ended December 31, 2020 2019 2018 (in thousands) Numerator: Net loss attributable to common stockholders, basic and diluted $ (17,093) $ (10,296) $ (1,220) Denominator: Weighted average common stock, basic and diluted 44,440 43,977 42,066 Net loss per share attributable to common stockholders: Basic and diluted $ (0.38) $ (0.23) $ (0.03) For the years ended December 31, 2020, 2019 and 2018, 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 periods. For the years ended December 31, 2020, 2019, and 2018, we also excluded the shares that would be issuable assuming conversion of all of the Convertible Notes and the shares for the capped call as their effect would be anti-dilutive. Diluted EPS for our Convertible Notes is calculated under the treasury method in accordance with ASC 260, Earnings Per Share |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent events. | |
Subsequent events | 22. Subsequent events Equity Incentive Plan In January 2021, we granted approximately 295,000 service based RSUs to certain executive officers that vest periodically over three years of continuous service and approximately 295,000 performance based RSUs (assuming at-target achievement) that cliff-vest upon achievement of performance objectives through December 31, 2024. We also granted approximately 336,000 service 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. Merger On February 26, 2021, the Company entered into the Merger Agreement with Parent and Merger Sub, providing for the merger of Merger Sub with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent. Capitalized terms not otherwise defined have the meaning set forth in the Merger Agreement. The Merger Agreement and the transactions contemplated thereby were approved unanimously by the Company’s board of directors. Under the terms of the Merger Agreement, at the Effective Time of the Merger, each share of common stock issued and outstanding as of immediately prior to the Effective Time (other than dissenting shares, shares held in the treasury of the Company or shares owned by Parent or Merger Sub) will be cancelled and automatically converted into the right to receive cash in an amount equal to $14.00, net of applicable withholding taxes and without interest thereon (the “Per Share Merger Consideration”). Company stock options will generally be cancelled at the Effective Time and converted into the right to receive an amount equal to (i) the excess, if any, of the Per Share Merger Consideration over the applicable exercise price multiplied by (ii) the number of shares of common stock subject to such stock option (less deductions and applicable withholdings). RSUs (including any RSUs which are subject to performance conditions that have not been satisfied at the Effective Time, which shall be deemed satisfied in accordance with the terms of the applicable stock plan and award agreement) will generally be cancelled at the Effective Time and converted into the right to receive an amount equal to (i) the Per Share Merger Consideration multiplied by (ii) the number of shares of common stock subject to such RSU (less applicable deductions and withholdings). Parent and Merger Sub have secured committed financing, which are subject to customary terms and conditions, consisting of a combination of equity financing from Digital Colony Partners II, LP and debt financing from Truist Bank and Truist Securities, Inc., The Toronto-Dominion Bank, New York Branch, TD Securities (USA) LLC and CIT Bank, N.A., the aggregate proceeds of which will be sufficient for Parent and Merger Sub to pay the aggregate merger consideration and all related fees and expenses. Parent and Merger Sub have committed to use their reasonable best efforts to obtain the financing on the terms and conditions described in the commitment letters entered into with such financing partners. The consummation of the Merger is subject to the satisfaction or waiver of customary closing conditions, including, without limitation, the absence of governmental orders resulting, directly or indirectly, in enjoining or otherwise prohibiting or making illegal the consummation of the Merger, the affirmative vote of the holders of a majority of the voting power of the outstanding shares of the Company’s common stock entitled to vote on the adoption of the Merger Agreement, and expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The Company has made customary representations and warranties in the Merger Agreement and has agreed to customary covenants regarding the operation of the business of the Company and its Subsidiaries prior to the Effective Time. Following a 25 The Merger Agreement contains certain termination rights for the Company and Parent. Upon termination of the Merger Agreement under specified circumstances, the Company will be required to pay Parent a termination fee of $13,100 if the Merger Agreement is terminated by the Company during the Go-Shop Period in order to enter into an agreement for a Superior Proposal and $19,600 in the event of other specified circumstances. Such circumstances include where the Merger Agreement is terminated (i) in connection with the Company entering into an agreement for a Superior Proposal after the Go-Shop Period, (ii) due to the Company Board’s change or withdrawal of its recommendation in favor of the Merger, or (iii) due to the Company willfully and materially breaching its obligations regarding solicitation of alternative acquisition proposals. Additionally, the Company is obligated to pay the termination fee if (i)(A) either party terminates because the Merger has not been consummated by the Outside Date (defined below) or due to the failure to obtain the required Company stockholder adoption of the Merger Agreement, or (B) Parent terminates due to the Company breaching its representations, warranties or covenants in a manner that would cause the related closing conditions to not be met, (ii) the Company receives an Acquisition Proposal to acquire at least 50.1% of the Company’s stock or assets that is not withdrawn prior to such termination, and (iii) the Company enters into a definitive agreement for, or completes, such an Acquisition Proposal within one year of termination. The Merger Agreement requires the Company to convene a special meeting of stockholders for purposes of obtaining approval of the adoption of the Merger Agreement and to prepare and file with the Securities and Exchange Commission (the “SEC”) a proxy statement with respect to such meeting. A reimbursement of certain of Parent’s expenses, up to a maximum of $2,500, will also be payable if the Merger Agreement is terminated because the Company’s stockholders did not vote to adopt the Merger Agreement. Upon termination of the Merger Agreement under other specified circumstances, Parent will be required to pay the Company a termination fee of $32,700. The termination fee by Parent will become payable if Parent fails to consummate the Merger after the applicable closing conditions are met. The Merger Agreement also provides that either party may specifically enforce the other party’s obligations under the Merger Agreement, provided that the Company may only cause Parent to close the transaction if the applicable conditions are satisfied and the proceeds of the debt financing are available. In addition to the foregoing termination rights, and subject to certain limitations, the Company or Parent may terminate the Merger Agreement if the Merger is not consummated by August 26, 2021 (the “Outside Date”). The representations, warranties and covenants of the Company contained in the Merger Agreement have been made solely for the benefit of Parent and Merger Sub. In addition, such representations, warranties and covenants (i) have been made only for purposes of the Merger Agreement, (ii) have been qualified by (a) subject to certain terms and conditions, matters specifically disclosed in the Company’s filings with the SEC prior to the date of the Merger Agreement and (b) confidential disclosures made to Parent and Merger Sub in the disclosure letter delivered in connection with the Merger Agreement, (iii) are subject to materiality qualifications contained in the Merger Agreement which may differ from what may be viewed as material by investors, (iv) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement and (v) have been included in the Merger Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters as fact. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual information regarding the Company or its business. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The foregoing descriptions of the Merger Agreement and the transactions contemplated thereby do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Merger Agreement, which is incorporated by reference as Exhibit 2.1 to the Annual Report on Form 10-K of which these financial statements form a part, and the terms of which are incorporated herein by reference. Bylaw Amendment On February 26, 2021, the Board of Directors of the Company approved and adopted an amendment to the Amended and Restated Bylaws of the Company (the “Bylaw Amendment”), which became effective immediately. The Bylaw Amendment added a new Section 7.9 to Article VII that designates the state and federal courts located within the state of Delaware as the sole and exclusive forum for certain legal action, unless the Company consents in writing to the selection of an alternative forum. The foregoing description of the Bylaw Amendment is only a summary, does not purport to be complete, and is qualified in its entirety by reference to the Bylaw Amendment, which is incorporated by reference as Exhibit 3.1 to the Annual Report on Form 10-K of which these financial statements form a part, and the terms of which are incorporated herein by reference. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
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 In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) amount of the allowance for credit losses to the amount by which fair value is below amortized cost because the classification as available-for-sale is premised on an investment strategy that recognizes that the investment could be sold at fair value, if cash collection would result in the realization of an amount less than fair value. The standard is effective for interim and annual periods beginning after December 15, 2019 and early adoption is permitted. The standard will be adopted under the modified-retrospective approach with the prospective transition approach required for debt securities for which an other-than-temporary impairment had been recognized before the effective date. We adopted ASU 2016-13 on January 1, 2020 and the adoption of this standard did not have a material impact on our consolidated financial statements. In February 2016, the FASB issued a new standard related to leases, which was codified into Accounting Standards Codification ("ASC") 842, Leases In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers Revenue Recognition Revenue from Contracts with Customers Adoption of ASC 606 using the modified retrospective method required us to record a cumulative effect adjustment, net of tax, to accumulated deficit and non-controlling interests of $3,257 and $69, respectively, on January 1, 2018. In addition, adoption of the standard resulted in the following changes to the consolidated balance sheet as of January 1, 2018: January 1, 2018 Adjustment for January 1, 2018 (Per ASC 605) Adoption (Per ASC 606) Accounts receivable, net $ 26,148 $ (1,069) $ 25,079 Prepaid expenses and other current assets $ 6,369 $ 170 $ 6,539 Other assets $ 10,082 $ (2,179) $ 7,903 Deferred revenue, current $ 61,708 $ 14,176 $ 75,884 Deferred revenue, net of current portion $ 149,168 $ (20,580) $ 128,588 The changes to the consolidated balance sheet as of January 1, 2018 were primarily due to the following factors: (i) reclassification of unbilled receivables (contract assets) to a contra-liability account under ASC 606; and (ii) recognition of revenue related to our single performance obligation for our DAS contracts monthly over the contract term once the customer has the ability to access the DAS network and we commence maintenance on the DAS network under ASC 606 as compared to recognition of build-out fees for our DAS contracts monthly over the term of the estimated customer relationship period once the build-out is complete and minimum monthly access fees for our DAS contracts monthly over the term of the telecom operator agreement under ASC 605. The changes to the consolidated balance sheet as of January 1, 2018 are reflected as non-cash changes within cash provided by operating activities in our consolidated statement of cash flows for the year ended December 31, 2018. |
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, useful lives associated with property and equipment, valuation of ROU assets and ROU liabilities, valuation and useful lives of intangible assets, contract assets and contract liabilities including estimates of variable 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 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. In April 2020, T-Mobile US Inc. announced that it had officially completed its merger with Sprint Corporation to create the New T-Mobile (collectively, “T-Mobile”). For the years ended December 31, 2020, 2019, and 2018, entities affiliated with T-Mobile accounted for 21%, 20%, and 26%, respectively, of total revenue. For the years ended December 31, 2020 and 2019, entities affiliated with AT&T Inc. accounted for 13% and 12%, respectively of total revenue. For the years ended December 31, 2020, 2019, and 2018, entities affiliated with Verizon Communications Inc. accounted for 11%, 11%, and 11%, respectively of total revenue. At December 31, 2020, entities affiliated with AT&T Inc., entities affiliated with Verizon Communications Inc., and T-Mobile accounted for 27%, 11%, and 13%, respectively, of the total accounts receivable, net. At December 31, 2019, entities affiliated with AT&T Inc. and T-Mobile accounted for 34% and 13%, respectively of the total accounts receivable, net. |
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, 2020 and 2019, 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. According to ASC 320, Investments―Debt and Equity 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 income and other expense, net. For the year ended December 31, 2020, we had no significant realized or unrealized gains or losses from investments in marketable securities classified as available-for-sale. As of December 31, 2020 and 2019, we had $1 and $21, respectively, of cumulative unrealized gains, net of tax, which was $0 as of December 31, 2020 and 2019 due to the full valuation allowance established against our deferred tax assets, in accumulated other comprehensive 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 equivalents, accounts receivable, accounts payable, and accrued expenses and other liabilities approximates fair value due to the short duration and nature of these financial instruments. |
Property and equipment | Property and equipment Property and equipment are generally stated at historical cost, less accumulated depreciation and amortization. Our 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 are 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 Computer equipment 3 Furniture, fixtures and office equipment 3 Leasehold improvements The shorter of the estimated useful life or the remaining term of the agreements, generally ranging from 2 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. We capitalize certain costs for our network equipment during the pre-construction period, which is the period during which costs are incurred to evaluate the site and continue to capitalize costs until the network equipment is substantially completed and ready for use. Cost for network equipment includes capitalized interest. |
Lease | Leases We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use assets, current portion of operating leases, and long-term portion of operating leases in our consolidated balance sheets. Finance leases are included in property and equipment, net, current portion of finance leases, and long-term portion of finance leases in our consolidated balance sheets. Operating and finance lease ROU assets and ROU liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. As most of our leases for which we are lessee do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. The ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, which are accounted for separately for the asset classes maintained. We exclude short-term leases with a lease term of 12 months or less at the commencement date from our consolidated balance sheets. |
Software development and cloud computing arrangement costs | Software development and cloud computing arrangement costs We capitalize costs associated with software developed or obtained for internal use and cloud computing arrangements when the preliminary project stage is completed, and it is determined that the software and cloud computing arrangements will provide significantly enhanced capabilities and modifications. These capitalized software development and cloud computing arrangement costs are included in property and equipment and prepaid and other current assets and other assets, respectively, 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 and cloud computing arrangement projects. Capitalization of these costs ceases once the project is substantially complete and the software and cloud computing arrangement is ready for its intended use. Once the software and cloud computing arrangement are ready for its intended use, the costs are amortized over the useful life of the software and term of the cloud computing arrangement, respectively. Post-configuration training and maintenance costs are expensed as incurred. |
Long-lived assets | Long-lived assets Intangible assets consist primarily of acquired venue contracts, backlog, customer and partnership relationships, non-compete agreements, technology, 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. 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, Electronic Media Systems, Inc. and Advanced Wireless Group, LLC in October 2013, and Elauwit Networks, LLC in August 2018. We test goodwill for impairment in accordance with guidance provided by FASB ASC 350, Intangibles—Goodwill and Other 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 31 st 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 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 impairment test is unnecessary. The impairment loss, if any, is measured by comparing the implied fair value of the reporting unit goodwill with the carrying amount of goodwill. In October 2020, we completed our restructuring activities, which were initiated in December 2019. Prior to the completion of the restructuring activities, we had one reporting unit. At December 31, 2019, we tested our goodwill for impairment using a market-based approach and no impairment was identified as the fair value of our sole reporting unit was substantially in excess of its carrying amount. As a result of the restructuring, we currently have five reporting units: (i) carrier services for the provision of wireless and cellular services to our wireless customers (“Carrier Services”); (ii) military for the provision of wireless services on military bases (“Military”); (iii) private networks and emerging technologies for the provision of licensed, unlicensed, and shared spectrum services for our venue partners and non-telecom customers (“Private Networks and Emerging Technologies”); (iv) multifamily for the provision of wireless services for our multifamily property owners (“Multifamily”); and (v) legacy for the provision of our other services such as retail, advertising, and wholesale Wi-Fi services to enterprise customers (“Legacy”). In October 2020, immediately prior to the restructuring, we tested our goodwill for impairment using a market-based approach and no impairment was identified. We then estimated the fair value of each reporting unit using an income-based approach, specifically a discounted cash flow model. The cash flow model included significant judgments and assumptions related to revenue growth and discount rates. We reallocated our goodwill to the five reporting units using the relative fair value approach as follows: Goodwill Carrier services $ 37,740 Military 15,151 Multifamily 3,062 Legacy 1,829 Private networks and emerging technologies 797 $ 58,579 On October 31, 2020, we tested our goodwill for impairment using an income-based approach and no impairment was identified as the fair value of our five reporting units were substantially in excess of their carrying amounts. On December 31, 2020, we tested our goodwill for impairment using a qualitative assessment and no impairment was identified. |
Convertible debt transactions | Convertible debt transactions We separately account for the liability and equity components of convertible debt instruments that can be settled in cash by allocating the proceeds from issuance between the liability component and the embedded conversion option in accordance with accounting for convertible debt instruments that may be settled in cash (including partial cash settlement) upon conversion. The value of the equity component is calculated by first measuring the fair value of the liability component, using the interest rate of a similar liability that does not have a conversion feature, as of the issuance date. The difference between the proceeds from the convertible debt issuance and the amount measured as the liability component is recorded as the equity component with a corresponding discount recorded on the debt. We recognize amortization of the resulting discount using the effective interest method as interest expense on our consolidated statements of operations. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. We have allocated issuance costs incurred to the liability and equity components. Issuance costs attributable to the liability component are being amortized to expense over the respective term of the Convertible Notes, and issuance costs attributable to the equity components were netted with the respective equity component in additional paid-in capital. Simultaneously, we purchased capped call options from a financial institution to minimize the impact of potential dilution of our common stock upon conversion. The premium for the capped call options was recorded as additional paid-in capital on our consolidated balance sheets as the options are settleable in our common stock. |
Revenue recognition | Revenue recognition We generate revenue from several sources including: (i) telecom operators under long-term contracts for access to our DAS, macro tower, small cell, and Wi-Fi networks 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 property owners for multifamily properties that provide for network installation and monthly Wi-Fi services and support for residents and employees or network-as-a-service (“NaaS”), (iv) arrangements with wholesale Wi-Fi customers that provide software licensing, network access, and/or professional services fees, and (v) 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. Revenues are recognized when a contract with a customer exists and control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services and the identified performance obligation has been satisfied. Contracts entered into at or near the same time with the same customer are combined and accounted for as a single contract if the contracts have a single commercial objective, the amount of consideration is dependent on the price or performance of the other contract, or the services promised in the contracts are a single performance obligation. Contract amendments are routine in the performance of our DAS, tower, small cell, wholesale Wi-Fi, and advertising contracts. Contracts are often amended to account for changes in contract specifications or requirements to expand network access services. In most instances, our DAS, tower, small cell, and wholesale Wi-Fi contract amendments are for additional goods or services that are distinct, and the contract price increases by an amount that reflects the standalone selling price of the additional goods or services; therefore, such contract amendments are accounted for as separate contracts. Contract amendments for our advertising contracts are also generally for additional goods or services that are distinct; however, the contract price does not increase by an amount that reflects the standalone selling price of the additional goods or services. Advertising contract amendments are therefore generally accounted for as contract modifications under the prospective method. Contract amendments to transaction prices with no change in remaining services are accounted for as contract modifications under the cumulative catch-up method. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers Payment terms vary on a contract-by-contract basis, although terms generally include a requirement of payment within 30 For contracts that include variable consideration, we estimate the amount of consideration at contract inception under the expected value method or the most likely amount method and include the amount of variable consideration that is not considered to be constrained. Significant judgment is used in constraining estimates of variable consideration. We update our estimates at the end of each reporting period as additional information becomes available. Timing of revenue recognition may differ from the timing of invoicing to customers. We record unbilled receivables (contract assets) when revenue is recognized prior to invoicing, deferred revenue (contract liabilities) when revenue is recognized after invoicing, and receivables when we have an unconditional right to consideration to invoice and receive payment in the future. We present our DAS, Multifamily, and Legacy wholesale Wi-Fi contracts in our consolidated balance sheet as either a contract asset or a contract liability with any unconditional rights to consideration presented separately as a receivable. Our other customer contracts generally do not have any significant contract asset or contract liability balances. Generally, a significant portion of the billing for our DAS contracts occurs prior to revenue recognition, resulting in our DAS contracts being presented as contract liabilities. In contrast, our Legacy wholesale Wi-Fi contracts and Multifamily network-as-a-service (“NaaS”) contracts that contain recurring fees with annual escalations are generally presented as contract assets as revenue is recognized prior to invoicing. Our Multifamily network construction, service and support contracts can be presented as either contract liabilities or contract assets primarily as a result of timing of invoicing for the network installations. We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. We have determined that certain sales incentive programs meet the requirements to be capitalized. Total capitalized costs to obtain a contract were immaterial during the years ended December 31, 2020 and 2019 and are included in prepaid expenses and other current assets and non-current other assets on our consolidated balance sheets. We apply a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. Contract costs are evaluated for impairment in accordance with ASC 310, Receivables Carrier services DAS, towers, and small cells We enter into long-term contracts with telecom operators for access to our DAS, tower, and small cell networks at our managed and operated locations. The initial term of our DAS, tower, and small cell contracts with telecom operators can range up to 20 years and the agreements generally contain renewal options. Some of our contracts provide termination for convenience clauses that may or may not include substantive termination penalties. We apply judgment in determining the contract term, the period during which we have present and enforceable rights and obligations. Our DAS, tower, and small cell customer contracts generally contain a single performance obligation—provide non-exclusive access to our DAS, tower, and small cell networks to provide telecom operators’ customers with access to the licensed wireless spectrum, together with providing telecom operators with construction, installation, optimization/engineering, maintenance services and agreed-upon storage space for the telecom operators’ transmission equipment, each related to providing such licensed wireless spectrum to the telecom operators. The performance obligation is considered a series of distinct services as the performance obligation is satisfied over time and the same time-based input method would be used to measure our progress toward complete satisfaction of the performance obligation to transfer each distinct service in the series to the customer. Our contract fee structure generally includes a non-refundable upfront fee and we evaluated whether customer options to renew services give rise to a material right that should be accounted for as a separate performance obligation because of those non-refundable upfront fees. We apply significant judgment in determining whether the customer options to renew services give rise to a material right that should be accounted for as a separate performance obligation. We believe that a material right generally does not exist for our DAS, tower, and small cell customer contracts that contain renewal options because the telecom operators’ decision to renew is highly dependent upon our ability to maintain our exclusivity as the DAS, tower, and small cell service provider at the venue location and our limited operating history with venue and customer renewals. The telecom operators will make the decision to incur the capital improvement costs at the venue location irrespective of our remaining exclusivity period with the venue as the telecom operators expect that the assets will continue to be serviced regardless of whether we will remain such exclusive DAS, tower, and small cell service provider. Our contracts also provide our DAS, tower, and small cell customers with the option to purchase additional future services such as upgrades or enhancements. This option is not considered to provide the customer with a material right that should be accounted for as a separate performance obligation since the cost of the additional future services depends entirely on the market rate of such services at the time such services are requested, and we are not automatically obligated to stand ready to deliver these additional goods or services as the customer may reject our proposal. Periodically, we install and sell DAS, tower, and small cell 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 or using a cost-to-cost method over the network installation period depending on when control is transferred to the customer. Our contract fee structure may include varying components of an upfront build-out fee and recurring access, maintenance, and other fees. The upfront build-out fee is generally structured as a firm-fixed price or cost-plus arrangement and becomes payable as certain contract and/or construction milestones are achieved. Our DAS, tower, and small cell networks are generally neutral host networks that can accommodate multiple telecom operators. Some of our DAS customer contracts provide for credits that may be issued to existing telecom operators for additional telecom operators subsequently joining the DAS network. The credits are generally based upon a fixed dollar amount per additional telecom operator, a fixed percentage amount of the original build-out fee paid by the telecom operator per additional telecom operator, or a proportionate share based upon the split among the relevant number of telecom operators for the actual costs incurred by all telecom operators to construct the DAS network. In most cases, there is significant uncertainty on whether additional telecom operator contracts will be executed at inception of the contract with the existing telecom operator. We believe that the upfront build-out fee is fixed consideration once the build-out is complete and any subsequent credits that may be issued would be accounted for in a manner similar to a contract modification under the prospective method because (i) the execution of customer contracts with additional telecom carriers is at our sole election and (ii) we would not execute agreements with additional telecom carriers if it would not increase our revenues and gross profits at the venue level. Further, the credits issued to the existing telecom operator changes the transaction price on a go-forward basis, which corresponds with the decline in service levels for the existing telecom operator once the neutral host DAS network can be accessed by the additional telecom operator. The recurring access, maintenance, and other fees generally escalate on an annual basis. The recurring fees are variable consideration until the contract term and annual escalation dates are fixed. We estimate the variable consideration for our recurring fees using the most likely amount method based on the expected commencement date for the services. We evaluate our estimates of variable consideration each period and record a cumulative catch-up adjustment in the period in which changes occur for the amount allocated to satisfied performance obligations. We generally recognize revenue related to our single performance obligation for our DAS, tower, and small cell customer contracts monthly over the contract term once the customer may access the DAS, tower, and small cell network and we commence maintenance on the DAS, tower, and small cell network. Wi-Fi offload We enter into contracts with telecom operators to move traffic from their licensed cellular networks onto our Wi-Fi networks at our managed and operated locations. Our offload contracts generally contain a single performance obligation—provide non-exclusive rights to access our Wi-Fi networks to provide telecom operators' end customers with access to the high-speed broadband network that may be bundled together with integration services, support services, and/or performance of standard maintenance. The performance obligation is considered a series of distinct services as the performance obligation is satisfied over time and the same time-based input method or usage-based output method would be used to measure our progress toward complete satisfaction of the performance obligation to transfer each distinct service in the series to the customer. Our contract fee structure includes recurring fees that are accounted for as fixed consideration. We generally recognize revenue related to our single performance obligation for our offload customer contract monthly over the contract term once services have launched. Military Retail Military retail customers must review and agree to abide by our standard “Customer Agreement (With Acceptable Use Policy) and End User License Agreement” before they are able to sign up for our subscription or single-use Wi-Fi network access services. Our Military retail customer contracts generally contain a single performance obligation—provide non-exclusive access to Wi-Fi services, together with performance of standard maintenance, customer support, and the Wi-Finder app to facilitate seamless connection to the Company’s Wi-Fi network. The performance obligation is considered a series of distinct services as the performance obligation is satisfied over time and the same time-based input method would be used to measure our progress toward complete satisfaction of the performance obligation to transfer each distinct service in the series to the customer. Our contracts also provide our Military retail subscription customers with the option to renew the agreement when the subscription term is over. We do not consider this option to provide the customer with a material right that should be accounted for as a separate performance obligation because the customer would not receive a discount if it decided to renew and the option to renew is cancellable within 5 days’ notice prior to the end of the then current term by either party. The contract transaction price is determined based on the subscription or single-use plan selected by the customer. Our Military retail service plans are for fixed price services as described on our website. From time to time, we offer promotional discounts that result in an immediate reduction in the price paid by the customer. Subscription fees from Military retail customers are paid monthly in advance. We provide refunds for our Military retail services on a case-by-case basis. Refunds and credit card chargeback amounts are not significant and are recorded as contra-revenue in the period the refunds are made, or chargebacks are received. Subscription fee revenue is recognized ratably over the subscription period. Revenue generated from Military retail single-use access is recognized when access is provided, and the performance obligation is satisfied. Bulk services We enter into short-term and long-term contracts with the U.S. government to provide network installation services and Wi-Fi services at specified locations on military bases on a bulk basis. The U.S. government may modify, curtail or terminate its contracts with us, either at its convenience or for default based on performance. Our Military bulk services customer contracts generally contain a single performance obligation—provide non-exclusive rights to access our Wi-Fi networks to provide military personnel with access to the high-speed broadband network that may be bundled together with integration services, support services, and/or performance of standard maintenance. The performance obligation is considered a series of distinct services as the performance obligation is satisfied over time and the same time-based input method would be used to measure our progress toward complete satisfaction of the performance obligation to transfer each distinct service in the series to the customer. Our contract fee structure generally includes a non-refundable upfront fee and we evaluated whether customer options to renew services give rise to a material right that should be accounted for as a separate performance obligation because of those non-refundable upfront fees. We apply significant judgment in determining whether the customer options to renew services give rise to a material right that should be accounted for as a separate performance obligation. We believe that a material right generally exists for our Military bulk services customer contracts that contain renewal options because of our successful history of renewing our contracts with the U.S. government. Our contract fee structure may include varying components of an upfront build-out fee and recurring access fees. The upfront build-out fee is generally structured as a firm-fixed price arrangement and becomes payable as certain contract and/or construction milestones are achieved. The recurring fees may include escalations and are variable consideration until the contract term becomes fixed. We generally recognize revenue related to our single performance obligation for our Military bulk services customer contract monthly on a straight-line basis, where applicable, over the contract term once the customer has accepted the network installation services, where applicable, and services have launched. Private networks and emerging technologies Our customer contracts for private networks and emerging technologies generally contain two performance obligations: (i) install the network required to provide licensed, unlicensed, and shared spectrum services; and (ii) provide management services for those installed networks. Our contracts may also provide our customers with the option to renew the agreement. We do not consider this option to provide the customer with a material right that should be accounted for as a separate performance obligation because the customer would not receive a discount if it decided to renew and the option to renew is generally cancellable by either party subject to the notice of non-renewal requirements specified in the contract. Our contract fee structure generally includes a network installation fee and recurring service fees. The network installation fee is generally structured as a firm-fixed price arrangement and becomes payable as certain contract and/or installation milestones are achieved. Title to the equipment is generally owned by the customer once it is delivered and/or installed. We generally recognize revenue related to our network installation performance obligation using a cost-to-cost method over the network installation period. The recurring fees commence once the network is launched with recurring fees generally based upon a fixed fee that may include annual escalations. We recognize revenue related to the recurring fees on a monthly basis over the contract term as the services are rendered and the performance obligation is satisfied. Multifamily We enter into long-term contracts with property owners for the installation of developer-owned or Boingo-owned Wi-Fi networks and the provision of recurring Wi-Fi services and technical support once the Wi-Fi networks are constructed. The initial term of our contracts with property owners can range up to ten years and the contracts may contain renewal options. Some of our contracts provide termination for convenience clauses that may or may not include substantive termination penalties. We apply judgment in determining the contract term, which is the period during which we have present and enforceable rights and obligations. Developer-owned networks Our customer contracts for developer-owned Wi-Fi networks that we construct and provide service and support for generally contain two performance obligations: (i) install the network required to provide Wi-Fi services; and (ii) provide Wi-Fi services and technical support to the residents and employees. Our contracts may also provide our property owners with the option to renew the agreement. We do not consider this option to provide the property owner with a material right that should be accounted for as a separate performance obligation because the property owner would not receive a discount if it decided to renew and the option to renew is generally cancellable by either party subject to the notice of non-renewal requirements specified in the contract. Our contracts may also provide our customers with the option to purchase additional future services. We do not consider this option to provide the customer with a material right that should be accounted for as a separate performance obligation since the cost of the additional future services are generally at market rates for such services and we are not automatically obligated to stand ready to deliver these additional goods or services because the customer may reject our proposal. Our contract fee structure generally includes a network installation fee and recurring Wi-Fi service and support fees. The network installation fee is generally structured as a firm-fixed price arrangement and becomes payable as certain contract and/or installation milestones are achieved. We generally estimate variable consideration for unpriced change orders using the most likely amount method based on the expected price for those services. If network installations are not completed by specified dates, we may be subject to network installation penalties. We estimate the variable consideration for our network installation fees using the most likely amount method based on the amount of network installation penalties we expect to incur. Title to the network generally transfers to the property owner once installation is completed and the network has been accepted. We generally recognize revenue related to our network installation performance obligation using a cost-to-cost method over the network installation period. We may provide latent defect warranties for materials and installation labor services related to our network installation services. Our warranty obligations are generally not accounted for as separate performance obligations as warranties cannot be separately purchased and warranties do not provide a service in addition to the assurance that the network will function as expected. The recurring fees commence once the network is launched with recurring fees generally based upon a fixed or variable occupancy rate. The recurring Wi-Fi service fees may be adjusted prospectively for changes in circuit and/or video content costs, and Wi-Fi support fees may escalate on an annual basis. We estimate the variable consideration for our recurring fees using the expected value method with the exception of the variable consideration related to actual occupancy rates, which we record when we have the contractual right to bill. We evaluate our estimates of variable consideration each period and record a cumulative catch-up adjustment in the period in which changes occur for the amount allocated to satisfied performance obligations. We recognize revenue related to the recurring fees on a monthly basis over the contract term as the Wi-Fi services and support is rendered, and the performance obligation is satisfied. Boingo-owned networks / NaaS Our customer contracts for Boingo-owned Wi-Fi networks are generally structured as NaaS arrangements for the provision of Wi-Fi services and technical support for residents and employees at the property as our Boingo-owned Wi-Fi networks may be used by other retail and wholesale Wi-Fi customers. Our NaaS contracts generally contain a single Legacy Comes with Boingo and Wholesale Wi-Fi We enter into long-term contracts with financial institutions and other enterprise customers who provide access to our Wi-Fi footprint as a value-added service for their customers. We also enter into long-term contracts with enterprise customers such as cable companies, technology companies, and enterprise software/services companies, that pay us usage-based Wi-Fi network access and software licensing fees to allow their customers’ access to our footprint worldwide. The initial term of our contracts with Comes with Boingo and wholesale Wi-Fi customers generally range up to five years and the agreements generally contain renewal options. Some of our contracts provide termination for convenience clauses that may or may not include substantive termination penalties. We apply judgment in determining the contract term, the period during which we have present and enforceable rights and obligations. Our Comes with Boingo and wholesale Wi-Fi customer contracts generally contain a single performance obligation—provide non-exclusive rights to access our Wi-Fi networks to provide wholesale Wi-Fi customers’ end customers with access to the high-speed broadband network that may be bundled together with integration services, support services, and/or performance of standard maintenance. The performance obligation is considered a series of distinct services as the performance obligation is satisfied over time and the same time-based input method or usage-based output method would be used to measure our progress toward complete satisfaction of the performance obligation to transfer each distinct service in the series to the customer. Our contracts may also provide our enterprise customers with the option to renew the agreement. This option is not considered to provide the customer with a material right that should be accounted for as a separate performance obligation because the customer would not receive a discount if it decided to renew and the option to renew is generally cancellable by either party subject to the notice of non-renewal requirements specified in the contract. Our contracts may also provide our wholesale Wi-Fi customers with the option to purchase additional future services. We do not consider this option to provide the customer with a material right that should be accounted for as a separate performance obligation since the cost of the additional future services are generally at market rates for such services and we are not automatically obligated to stand ready to deliver these additional goods or services because the customer may reject our proposal. Our contract fee structure may include varying components of a minimum fee and usage-based fees. Minimum fees represent fixed price consideration while usage-based fees represent variable consideration. With respect to variable consideration, our commitment to our Comes with Boingo and wholesale Wi-Fi customers consists of providing continuous access to the network. It is therefore a single performance obligation to stand ready to perform and we allocate the variable fees charged for usage when we have the contractual right to bill. The variable component of revenue is recognized based on the actual usage during the period. Comes with Boingo and wholesale Wi-Fi revenue is recognized as it is earned over the relevant contract term with variable consideration recognized when we have the contractual right to bill. Retail Revenue recognition for our Legacy retail customers is the same as for our Military retail customers. Refer to the Military retail section for further information. Tenant services We offer our venue partners and their tenants the ability to implement a turnkey Wi-Fi solution through a Wi-Fi network infrastructure that we install, manage and operate. Our turnkey solutions for our venue partners include a variety of service models that are supported through a mix of wholesale Wi-Fi, retail, and advertising revenue. Our managed services and tenant services contracts generally contain a single performance obligation—provide non-exclusive rights to access our Wi-Fi networks to provide end customers with access to the high-speed broadband network that may be bundled together with support services and/or performance of standard maintenance. The performance obligation is considered a series of distinct services as the performance obligation is satisfied over time and the same time-based input method or usage-based output method would be used to measure our progress toward complete satisfaction of the performance obligation to transfer each distinct service in the series to the customer. Our contract fee structure may include varying components of an upfront build-out fee and recurring access fees. The upfront build-out fee is generally structured as a firm-fixed price arrangement and becomes payable as certain contract and/or construction milestones are achieved. The recurring fees may include escalations and are variable consideration until the contract term becomes fixed. We generally recognize revenue related to our single performance obligation for our managed services and tenant services customer contract monthly on a straight-line basis, where applicable, over the contract term once the customer has accepted the network installation services, where applicable, and services have launched. Periodically, we install and sell Wi-Fi 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 or using a cost-to-cost method over the network installation period depending on when control is transferred to the customer. Advertising We generally enter into short-term cancellable insertion orders with our advertising customers for advertising campaigns that are served at our managed and operated locations and other locations where we solely provide authorized access to a partner’s Wi-Fi network through sponsored and promotional programs. Our sponsorship advertising arrangements are generally priced under a cost per engagement structure, which is a set price per click or engagement, or a cost per install structure for third party application downloads. Our display advertising arrangements are priced based on cost per thousand impressions. Insertion orders may also include bonus items. Our advertising customer contracts may contain multiple performance obligations with each distinct service. These distinct services may include an advertisement video or banner impressions in the contract bundled with the requirement to provide network, space on the website, and integration of customer advertisement onto the website, and each is generally considered to be its own performance obligation. The performance obligations are considered a series of distinct services as the performance obligations are satisfied over time and the same action-based output method would be used to measure our progress toward complete satisfaction of the performance obligation to transfer each distinct service in the series to the customer. The contract transaction price is comprised of variable consideration based on the stated rates applied against the number of units delivered inclusive of the bonus units subject to the maximums provided for in the insertion order. It is customary for us to provide additional units over and above the amounts contractually required; however, there are a number of factors that can also negatively impact our ability to deliver the units required by the customer such as service outages at the venue resulting from power or circuit failures and customer cancellation of the remaining undelivered units under the insertion order due to campaign performance or budgetary constraints. Typically, the advertising campaign periods are short in duration. We therefore use the contractual rates per the insertion orders and actual units delivered to determine the transaction price each period end. The transaction price is allocated to each performance obligation based on the standalone selling price of each performance obligation. Advertising revenue is recognized ratably over the service period based on actual units |
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, 2020 and 2019, the Company had $(2,280) and $(1,447), respectively, of cumulative foreign currency translation adjustments, net of tax, which was $0 as of December 31, 2020 and 2019 due to the full valuation allowance established against our deferred tax assets, in accumulated other comprehensive loss. The functional currency for all of our other foreign subsidiaries is the U.S. dollar. Gains and losses from the revaluation of foreign currency transactions and monetary assets and liabilities are included in the consolidated statements of operations. For the years ended December 31, 2020, 2019, and 2018, we had no significant foreign currency transaction gains and losses. |
Cost of sales | Cost of sales Cost of sales 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, bandwidth and other Internet connectivity expenses in our managed and operated locations, and network installation, service and support costs for our Multifamily properties. |
Advertising, marketing and promotion costs | Advertising, marketing and promotion costs Advertising production costs are generally expensed the first time the advertisement is run. No advertising production costs were capitalized for the years ended December 31, 2020, 2019 and 2018. Endorsement payments are expensed on a straight-line basis over the term of the contract. All other costs of advertising, marketing and promotion are expensed as incurred. Advertising expenses charged to operations totaled $1,908, $2,205 and $2,213 for the years ended December 31, 2020, 2019 and 2018, 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 have been granted since 2014. We recognize stock-based compensation expense in accordance with guidance provided by FASB ASC 718, Compensation—Stock Compensation |
Income taxes | Income taxes We account for income taxes in accordance with FASB ASC 740, Accounting for Income Taxes 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, 2020, 2019 and 2018, we made distributions of $262, $1,003 and $614, 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, 2020, 2019 and 2018, we made no distributions to the non-controlling interest holder of BHPL. |
Net loss per share attributable to common stockholders | Net loss per share attributable to common stockholders Basic net loss per share attributable to common stockholders is calculated by dividing loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss 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. |
Segment and geographic information | Segment and geographic information In 2020, we completed our restructuring activities, which were initiated in December 2019. Prior to the completion of the restructuring activities, we operated 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 was consistent with the internal organizational structure and the manner in which operations were reviewed and managed by our Chief Executive Officer, the chief operating decision maker. We currently have five reportable and operating segments: (i) carrier services for the provision of wireless and cellular services to our wireless customers (“Carrier Services”); (ii) military for the provision of wireless services on military bases (“Military”); (iii) private networks and emerging technologies for the provision of licensed, unlicensed, and shared spectrum services for our venue partners and non-telecom customers (“Private Networks and Emerging Technologies”); (iv) multifamily for the provision of wireless services for our multifamily property owners (“Multifamily”); and (v) legacy for the provision of our other services such as retail, advertising, and wholesale Wi-Fi services to enterprise customers (“Legacy”). Prior period segment results have been recast to conform to the current presentation. We evaluate reportable and operating segment performance primarily based on revenues and income (loss) from operations, which is our segment operating performance measure. The income (loss) from operations of each of the reportable and operating segments include only those costs which are specifically related to each reportable and operating segment, which consist primarily of cost of sales, sales and marketing, depreciation, and the direct costs of employees within those reportable and operating segments. We do not allocate corporate overhead costs or non-operating income and expenses to reportable and operating segments, which include unallocable overhead costs associated with our corporate offices, certain executive compensation including stock compensation, costs related to our accounting, finance, legal, engineering, marketing, and human resources departments, among others. Segment information under the new five reportable segment basis, with a reconciliation to the consolidated statements of operations, is summarized as follows: Year Ended December 31, 2020 2019 2018 Revenue: Carrier services $ 107,746 $ 115,806 $ 117,953 Military 76,753 74,911 67,342 Multifamily 21,567 25,008 11,228 Legacy 29,134 46,058 54,248 Private networks and emerging technologies 2,216 2,007 50 Total revenue $ 237,416 $ 263,790 $ 250,821 Year Ended December 31, 2020 2019 2018 Income (loss) from operations: Carrier services $ 19,671 $ 30,043 $ 31,294 Military 24,027 20,736 14,250 Multifamily (6,690) (7,225) (3,030) Legacy 42 5,616 6,101 Private networks and emerging technologies 1,266 1,963 (26) Unallocated overhead costs (47,433) (54,837) (51,586) Total loss from operations (9,117) (3,704) (2,997) Interest expense and amortization of debt discount (9,004) (8,618) (2,400) Interest income and other expense, net 538 2,017 513 Loss before income taxes $ (17,583) $ (10,305) $ (4,884) Year Ended December 31, 2020 2019 2018 Depreciation and amortization of property and equipment and intangible assets: Carrier services $ 47,381 $ 41,210 $ 50,933 Military 17,309 15,998 15,139 Multifamily 3,117 2,741 1,075 Legacy 7,770 8,103 9,101 Private networks and emerging technologies 10 — — Unallocated overhead costs 7,014 7,381 6,299 Total depreciation and amortization of property and equipment and intangibles assets $ 82,601 $ 75,433 $ 82,547 Year Ended December 31, 2020 2019 2018 Capital expenditures: Carrier services $ 86,404 $ 114,713 $ 83,764 Military 9,934 7,339 7,852 Multifamily 1,990 1,242 84 Legacy 3,572 4,653 10,758 Private networks and emerging technologies 206 318 — Unallocated capital expenditures 4,156 5,431 6,272 Total capital expenditures $ 106,262 $ 133,696 $ 108,730 Assets allocated to each reportable and operating segment include property and equipment, net, goodwill, and intangible assets, net that are specifically identifiable for one of our reportable and operating segments. Our reportable and operating segments also represent reporting units for goodwill impairment testing purposes. Unallocated assets are those assets not directly related to a specific reportable and operating segment. Assets allocated to each reportable and operating segment, which a reconciliation to the consolidated balance sheet, are as follows: December 31, 2020 2019 Assets: Carrier services $ 364,484 $ 325,500 Military 66,968 73,981 Multifamily 12,713 13,772 Legacy 18,591 23,402 Private networks and emerging technologies 1,024 1,304 Unallocated other corporate assets 112,699 162,508 Total assets $ 576,479 $ 600,467 All significant long-lived tangible assets are held in the United States of America. We do not disclose sales by geographic area because it would be impracticable to do so. |
Recent accounting pronouncements | Recent accounting pronouncements In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity’s Own Equity (Subtopic 815-40) Adoption of ASU 2020-06 using the modified retrospective method will require us to record a cumulative effect adjustment, net of tax, to accumulated deficit of $6,566 on January 1, 2021. In addition, adoption of the standard will result in the following changes to the consolidated balance sheet as of January 1, 2021: January 1, 2021 Adjustment for January 1, 2021 (Unadjusted) Adoption (Adjusted) Property and equipment, net $ 406,328 $ (6,076) $ 400,252 Long-term debt $ 171,695 $ 27,279 $ 198,974 Additional paid-in capital $ 241,868 $ (39,921) $ 201,947 The changes to the consolidated balance sheet as of January 1, 2021 were primarily due to the following factors: (i) reclassification of the equity component of our Convertible Notes related to the cash conversion feature to a liability thereby eliminating the debt discount; (ii) reclassification of debt issuance costs for the equity component of our Convertible Notes to a liability; (iii) adjustment of the amount of interest expense capitalized as part of our property and equipment; and (iv) reversal of $5,686 of income tax benefit related to the equity component of the Convertible Notes that was recorded as additional paid-in capital. As of December 31, 2020, we also have $27,949 of gross deferred tax liabilities related to the equity component of our Convertible Notes. The adoption of ASU 2020-06 will not have any impact on our net deferred tax as of January 1, 2021 due to the valuation allowance. Effective January 1, 2021, we will also calculate the dilutive effect of the Convertible Notes on our diluted EPS using the if-converted method. |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Summary of significant accounting policies | |
Schedule of reallocation of goodwill | Goodwill Carrier services $ 37,740 Military 15,151 Multifamily 3,062 Legacy 1,829 Private networks and emerging technologies 797 $ 58,579 |
Summary of changes to consolidated balance sheet and statement of operations from adoption of ASC 606 | January 1, 2018 Adjustment for January 1, 2018 (Per ASC 605) Adoption (Per ASC 606) Accounts receivable, net $ 26,148 $ (1,069) $ 25,079 Prepaid expenses and other current assets $ 6,369 $ 170 $ 6,539 Other assets $ 10,082 $ (2,179) $ 7,903 Deferred revenue, current $ 61,708 $ 14,176 $ 75,884 Deferred revenue, net of current portion $ 149,168 $ (20,580) $ 128,588 |
Schedule of estimated useful lives for property and equipment | Software 2 Computer equipment 3 Furniture, fixtures and office equipment 3 Leasehold improvements The shorter of the estimated useful life or the remaining term of the agreements, generally ranging from 2 |
Summary of the entity's segment information | Segment information under the new five reportable segment basis, with a reconciliation to the consolidated statements of operations, is summarized as follows: Year Ended December 31, 2020 2019 2018 Revenue: Carrier services $ 107,746 $ 115,806 $ 117,953 Military 76,753 74,911 67,342 Multifamily 21,567 25,008 11,228 Legacy 29,134 46,058 54,248 Private networks and emerging technologies 2,216 2,007 50 Total revenue $ 237,416 $ 263,790 $ 250,821 Year Ended December 31, 2020 2019 2018 Income (loss) from operations: Carrier services $ 19,671 $ 30,043 $ 31,294 Military 24,027 20,736 14,250 Multifamily (6,690) (7,225) (3,030) Legacy 42 5,616 6,101 Private networks and emerging technologies 1,266 1,963 (26) Unallocated overhead costs (47,433) (54,837) (51,586) Total loss from operations (9,117) (3,704) (2,997) Interest expense and amortization of debt discount (9,004) (8,618) (2,400) Interest income and other expense, net 538 2,017 513 Loss before income taxes $ (17,583) $ (10,305) $ (4,884) Year Ended December 31, 2020 2019 2018 Depreciation and amortization of property and equipment and intangible assets: Carrier services $ 47,381 $ 41,210 $ 50,933 Military 17,309 15,998 15,139 Multifamily 3,117 2,741 1,075 Legacy 7,770 8,103 9,101 Private networks and emerging technologies 10 — — Unallocated overhead costs 7,014 7,381 6,299 Total depreciation and amortization of property and equipment and intangibles assets $ 82,601 $ 75,433 $ 82,547 Year Ended December 31, 2020 2019 2018 Capital expenditures: Carrier services $ 86,404 $ 114,713 $ 83,764 Military 9,934 7,339 7,852 Multifamily 1,990 1,242 84 Legacy 3,572 4,653 10,758 Private networks and emerging technologies 206 318 — Unallocated capital expenditures 4,156 5,431 6,272 Total capital expenditures $ 106,262 $ 133,696 $ 108,730 Assets allocated to each reportable and operating segment include property and equipment, net, goodwill, and intangible assets, net that are specifically identifiable for one of our reportable and operating segments. Our reportable and operating segments also represent reporting units for goodwill impairment testing purposes. Unallocated assets are those assets not directly related to a specific reportable and operating segment. Assets allocated to each reportable and operating segment, which a reconciliation to the consolidated balance sheet, are as follows: December 31, 2020 2019 Assets: Carrier services $ 364,484 $ 325,500 Military 66,968 73,981 Multifamily 12,713 13,772 Legacy 18,591 23,402 Private networks and emerging technologies 1,024 1,304 Unallocated other corporate assets 112,699 162,508 Total assets $ 576,479 $ 600,467 All significant long-lived tangible assets are held in the United States of America. We do not disclose sales by geographic area because it would be impracticable to do so. |
Schedule of effect of adoption of ASU 2020-06 on balance sheet | Adoption of ASU 2020-06 using the modified retrospective method will require us to record a cumulative effect adjustment, net of tax, to accumulated deficit of $6,566 on January 1, 2021. In addition, adoption of the standard will result in the following changes to the consolidated balance sheet as of January 1, 2021: January 1, 2021 Adjustment for January 1, 2021 (Unadjusted) Adoption (Adjusted) Property and equipment, net $ 406,328 $ (6,076) $ 400,252 Long-term debt $ 171,695 $ 27,279 $ 198,974 Additional paid-in capital $ 241,868 $ (39,921) $ 201,947 |
Acquisitions (Tables)
Acquisitions (Tables) - Elauwit Networks, LLC | 12 Months Ended |
Dec. 31, 2020 | |
Acquisitions | |
Summary of the final purchase price allocation | Weighted Average Estimated Useful Fair Value Life (years) Consideration: Cash paid $ 15,576 Holdback consideration 12,075 Contingent consideration 961 Total consideration $ 28,612 Recognized amounts of identifiable assets acquired and liabilities assumed: Accounts receivable $ 4,494 Prepaid expenses and other current assets 1,687 Property and equipment 195 Other non-current assets 177 Accounts payable (2,049) Accrued expenses and other liabilities (1,249) Deferred revenue (3,854) Other non-current liabilities (307) Net tangible liabilities acquired (906) Backlog 6,982 5.0 Backlog-held for sale 750 — Customer relationships 2,490 10.0 Partner relationships 1,200 10.0 Transition services agreement 540 2.0 Non-compete agreement 1,380 3.0 Goodwill 16,176 Total purchase price $ 28,612 |
Schedule of actual results | Year Ended December 31, 2018 Revenue $ 11,228 Net loss (2,349) |
Schedule of the unaudited pro forma results | Year Ended December 31, 2018 Revenue $ 268,693 Net loss (739) Net loss attributable to common stockholders (2,224) Net loss per share attributable to common stockholders Basic $ (0.05) Diluted $ (0.05) |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Restructuring | |
Schedule of restructuring activity | Accrued Employee Severance and Benefits Balance, January 1, 2019 $ — Additional accruals 2,298 Adjustments (49) Cash payments — Non-cash settlements — Balance, December 31, 2019 2,249 Additional accruals — Adjustments — Cash payments (2,249) Non-cash settlements — Balance, December 31, 2020 $ — |
Cash and cash equivalents and_2
Cash and cash equivalents and marketable securities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Cash and cash equivalents and marketable securities | |
Schedule of cash and cash equivalents and marketable securities | December 31, 2020 2019 Cash and cash equivalents: Cash $ 15,286 $ 6,061 Money market funds 20,825 34,340 Total cash and cash equivalents $ 36,111 $ 40,401 Short-term marketable securities-available-for-sale: Marketable securities $ 4,565 $ 40,214 Total short-term marketable securities $ 4,565 $ 40,214 |
Accounts receivables, net (Tabl
Accounts receivables, net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounts receivables, net | |
Schedule of allowance for doubtful accounts | Allowance for Doubtful Accounts Balance, December 31, 2017 $ 863 Additions charged to operations 363 Deductions from reserves, net (43) Balance, December 31, 2018 1,183 Additions charged to operations 181 Deductions from reserves, net (278) Balance, December 31, 2019 1,086 Additions charged to operations 28 Deductions from reserves, net (106) Balance, December 31, 2020 $ 1,008 |
Contract assets and contract _2
Contract assets and contract liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Contract assets and contract liabilities | |
Schedule of contract asset, net and contract liability, net balance from customers | Contract Contract Assets, Net Liabilities, Net Balance at December 31, 2019 $ 967 $ 227,889 Balance at December 31, 2020 547 224,754 Change $ (420) $ (3,135) Balance at December 31, 2018 $ 468 $ 217,733 Balance at December 31, 2019 967 227,889 Change $ 499 $ 10,156 |
Schedule of remaining performance obligations included in revenue | Year Ended December 31, 2020 2019 2018 Amounts included in the beginning of period contract liability balance $ 84,368 $ 88,890 $ 85,592 Amounts associated with performance obligations satisfied in previous periods (55) 447 378 |
Property and equipment (Tables)
Property and equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property and equipment | |
Schedule of property and equipment | December 31, 2020 2019 Leasehold improvements $ 596,242 $ 550,427 Construction in progress 118,055 78,343 Software 65,532 60,814 Computer equipment 14,808 16,707 Furniture, fixtures and office equipment 2,506 2,140 Total property and equipment 797,143 708,431 Less: accumulated depreciation and amortization (390,815) (328,188) Total property and equipment, net $ 406,328 $ 380,243 |
Goodwill and intangible assets
Goodwill and intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and intangible assets | |
Schedule of changes in goodwill | Goodwill Balance at December 31, 2018 $ 59,640 Measurement period adjustments for acquisition of Elauwit (1,061) Balance at December 31, 2019 $ 58,579 |
Schedule of changes in intangible assets | Intangible Assets Balance at December 31, 2018 $ 19,152 Measurement period adjustments for acquisition of Elauwit (48) Reclassification of assets held for sale, net 407 Amortization expense (4,571) Balance, December 31, 2019 14,940 Amortization expense (4,288) Balance, December 31, 2020 $ 10,652 |
Schedule of intangible assets | Intangible assets at December 31, 2020 consist of the following: Historical Accumulated Cost Amortization Net Venue contracts $ 19,710 $ (16,030) $ 3,680 Backlog 7,388 (3,578) 3,810 Customer and partner relationships 3,780 (962) 2,818 Non-compete agreements, technology and other 2,134 (1,790) 344 Total intangible assets $ 33,012 $ (22,360) $ 10,652 Intangible assets at December 31, 2019 consist of the following: Historical Accumulated Cost Amortization Net Venue contracts $ 20,431 $ (15,247) $ 5,184 Backlog 7,388 (2,104) 5,284 Customer and partner relationships 3,780 (584) 3,196 Non-compete agreements, technology and other 4,814 (3,538) 1,276 Total intangible assets $ 36,413 $ (21,473) $ 14,940 |
Schedule of amortization expense for fiscal years 2020 through 2024 and thereafter | Amortization Year Expense 2021 $ 3,556 2022 3,095 2023 1,901 2024 681 2025 416 Thereafter 1,003 $ 10,652 |
Accrued expenses and other li_2
Accrued expenses and other liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accrued expenses and other liabilities | |
Schedule of accrued expenses and other liabilities | December 31, 2020 2019 Customer liabilities $ 21,964 $ 19,403 Construction in progress 13,679 18,197 Revenue share 5,514 9,844 Taxes 4,455 3,642 Salaries and wages 3,684 6,023 Professional fees 871 1,196 Partner network 651 687 Other 5,166 6,160 Total accrued expenses and other liabilities $ 55,984 $ 65,152 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Convertible Notes | |
Schedule of amortization expense for debt issuance costs | Amortization Year Expense 2021 $ 457 2022 457 2023 120 $ 1,034 |
Convertible Notes | |
Convertible Notes | |
Schedule of Convertible Notes | December 31, 2020 2019 Par value of the Convertible Notes $ 201,250 $ 201,250 Unamortized debt discounts (27,949) (36,813) Unamortized debt issuance costs (2,772) (3,673) Net carrying value of Convertible Notes $ 170,529 $ 160,764 |
Schedule of interest expense related to the Convertible Notes | Year Ended December 31, 2020 2019 2018 Contractual interest expense $ 2,012 $ 2,012 $ 481 Amortization of debt issuance costs 901 849 205 Amortization of debt discount 8,864 8,245 1,992 Total $ 11,777 $ 11,106 $ 2,678 Effective interest rate of the liability component 7.1 % 7.1 % 7.1 % |
Schedule of amortization expense for debt discount and debt issuance costs | Debt Debt Issuance Year Discounts Costs 2021 $ 9,528 $ 955 2022 10,241 1,015 2023 8,180 802 $ 27,949 $ 2,772 |
Credit Facility (Tables)
Credit Facility (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Credit Facility. | |
Schedule of principal payments due under Term Loan | Principal Year Payments 2021 $ 778 2022 778 2023 388 $ 1,944 |
Schedule of amortization expense for debt issuance costs | Amortization Year Expense 2021 $ 457 2022 457 2023 120 $ 1,034 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases | |
Schedule of lease related to components of lease expense, supplemental cash flow information, other information | Year Ended December 31, 2020 2019 Operating lease expense $ 3,267 $ 3,628 Finance lease expense: Depreciation and amortization of assets included in property and equipment, net $ 2,161 $ 2,103 Interest on lease liabilities 18 56 Total finance lease expense $ 2,179 $ 2,159 Year Ended December 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (3,866) $ (3,949) Operating cash flows from finance leases (63) (172) Financing cash flows from finance leases (2,720) (4,201) Right-of-use assets obtained in exchange for lease obligations: Operating leases — 17,595 December 31, 2020 2019 Weighted average remaining lease term: Operating leases 5.2 years 6.1 years Financing leases 0.3 years 1.2 years Weighted average discount rate: Operating leases 5.3 % 5.3 % Finance leases 3.2 % 3.2 % |
Future minimum lease payments of operating and finance leases under non-cancelable leases as presented in accordance with ASC 842 | Operating Finance Years ended December 31, Leases Leases 2021 $ 3,393 $ 574 2022 3,692 — 2023 3,645 — 2024 3,655 — 2025 3,707 — Thereafter 1,528 — Total future minimum lease payments 19,620 574 Less: Imputed interest (2,501) (1) Total 17,119 573 Current portion of operating and finance leases 2,632 573 Long-term portion of operating and finance leases $ 14,487 $ — |
Fair value measurement (Tables)
Fair value measurement (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair value measurement | |
Schedule of financial assets and liabilities that are measured at fair value on a recurring basis | At December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 20,825 $ — $ — $ 20,825 Marketable securities — 4,565 — 4,565 Total assets $ 20,825 $ 4,565 $ — $ 25,390 At December 31, 2019 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 32,843 $ 1,497 $ — $ 34,340 Marketable securities 6,262 33,952 — 40,214 Total assets $ 39,105 $ 35,449 $ — $ 74,554 |
Schedule of reconciliation of the beginning and ending amounts related to the fair value of contingent consideration categorized as Level 3 | Beginning balance, January 1, 2019 $ 961 Change in fair value (961) Balance, December 31, 2019 $ — |
Stockholders' equity (Tables)
Stockholders' equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' equity | |
Schedule of amount of shares of common stock reserved | December 31, 2020 2019 (in thousands) Outstanding stock options under the 2001 Plan — 7 Outstanding stock options under the 2011 Plan 109 228 Outstanding RSUs under the 2011 Plan 951 633 Shares available for grant under the 2011 Plan 1,382 2,478 Total 2,442 3,346 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income taxes | |
Schedule of income tax (expense) benefit by jurisdiction | 2020 2019 2018 U.S. federal: Current $ (5) $ (20) $ (18) Deferred 114 115 4,569 Total U.S. federal $ 109 $ 95 $ 4,551 U.S. state and local: Current $ (142) $ (32) $ (285) Deferred (123) (35) 1,048 Total U.S. state and local $ (265) $ (67) $ 763 Foreign: Current $ (1) $ — $ (161) Total foreign $ (1) $ — $ (161) |
Schedule of reconciliation of tax rates | 2020 2019 2018 Federal statutory rate 21.0 % 21.0 % 21.0 % State and local 5.5 11.2 19.7 Foreign rate differential 0.9 0.2 (0.5) Stock options 2.7 (52.2) (47.2) Excess tax benefits from stock-based compensation (2.9) 95.5 106.4 Non-controlling interests (0.3) 0.2 5.5 Valuation allowance (26.7) (74.7) (90.7) Uncertain tax positions — — 2.3 Convertible Notes — — 94.9 Other (1.1) (0.9) (5.9) Income taxes (0.9) % 0.3 % 105.5 % |
Schedule of deferred tax assets and liabilities | 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 46,998 $ 44,565 Outside basis differences for U.S. partnerships 7,941 8,656 Operating lease liabilities 4,076 4,695 Deferred revenue 800 782 Deferred compensation 86 623 State taxes 39 44 Stock options — — Other 2,099 939 Valuation allowance (46,459) (41,646) Net deferred tax assets 15,580 18,658 Deferred tax liabilities: Property and equipment (5,729) (6,943) Convertible Notes (3,403) (4,366) Operating lease right-of-use assets (2,888) (3,348) Intangible assets (3,106) (3,079) Stock options (1,438) (1,915) Net deferred tax liabilities (16,564) (19,651) Net deferred taxes $ (984) $ (993) |
Schedule of changes in the valuation allowance | Valuation Allowance Balance, December 31, 2017 $ 34,990 Decrease credited to operations (1,180) Balance, December 31, 2018 33,810 Additions charged to operations 7,843 Decrease credited to operations (7) Balance, December 31, 2019 41,646 Additions charged to operations 4,816 Decrease credited to operations (3) Balance, December 31, 2020 $ 46,459 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Schedule of future notes payments | Principal Year Payments 2021 $ 778 2022 778 2023 388 $ 1,944 |
Venue guarantees | |
Schedule of future minimum obligations under non-cancellable venue contracts | Future minimum obligations under non-cancellable venue contracts at December 31, 2020 are as follows: Venue Year Guarantees 2021 $ 10,893 2022 7,659 2023 7,197 2024 5,713 2025 1,675 Thereafter 3,809 $ 36,946 |
Stock incentive plans (Tables)
Stock incentive plans (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Stock incentive plans | |
Summary of stock option activity | Weighted Weighted-Average Number of Average Remaining Aggregate Options Exercise Contract Intrinsic (000’s) Price Life (years) Value Outstanding at December 31, 2019 235 $ 7.67 2.6 $ 870 Exercised (105) $ 6.71 Canceled/forfeited (21) $ 12.15 Outstanding and exercisable at December 31, 2020 109 $ 7.75 1.8 $ 559 |
Summary of RSU activity | Weighted Average Number of Shares Grant-Date Fair (000’s) Value Non-vested at December 31, 2019 633 $ 22.04 Granted(1)(2) 898 $ 11.06 Vested (453) $ 18.28 Canceled/forfeited(2) (127) $ 15.75 Non-vested at December 31, 2020 951 $ 14.30 (1) The performance-based RSUs granted to our executive officers in 2018 were subject to satisfaction of specified service based and performance based conditions. The performance objectives were subject to under- or over- achievement on a sliding scale, with a threshold of 50% of the target number of RSUs and a maximum of 150% of the target RSUs. In March 2020, our Compensation Committee determined actual achievement of the 2018 performance-based RSUs at 100.5% resulting in the grant of additional RSUs in 2020 for the achievement above target. (2) The performance based RSUs granted to our executive officers in 2019 and 2020 were subject to the satisfaction of specified service based and performance based conditions over a three-year performance period. Achievement of the revenue and Adjusted EBITDA goals for the 2019 and 2020 performance based RSUs is based upon the budgets established for each of the years in the three-year performance period. In March 2020, our Compensation Committee determined actual achievement of the 2019 revenue and EBITDA goals for the 2019 performance based RSUs at 95% and 97%, respectively, resulting in the cancellation of RSUs in 2020 for the achievement below target. As the Company approves budgets on an annual basis, the performance targets for the 2019 performance based RSUs related to the 2020 and 2021 revenue and Adjusted EBITDA goals and the performance targets for the 2020 performance based RSUs related to the 2021 and 2022 revenue and Adjusted EBITDA goals were not considered defined as of the date these awards were awarded by the Compensation Committee. The grant date requirements of ASC 718, Compensation-Stock Compensation , are therefore not met until such approval is obtained. During the year ended December 31, 2020, the Company’s Compensation Committee approved the 2020 revenue and Adjusted EBITDA performance targets for the 2019 performance based RSUs resulting in additional RSUs granted of approximately 36,000 at a grant-date fair value of $12.41 per share. As of December 30, 2020, approximately 32,000 2019 performance based RSUs and approximately 151,000 2020 performance based RSUs have been excluded from RSU shares granted and non-vested as the performance targets have not yet been defined. |
Net loss per share attributab_2
Net loss per share attributable to common stockholders (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Net loss per share attributable to common stockholders | |
Schedule of computation of basic and diluted net loss per share attributable to common stockholders | Year Ended December 31, 2020 2019 2018 (in thousands) Numerator: Net loss attributable to common stockholders, basic and diluted $ (17,093) $ (10,296) $ (1,220) Denominator: Weighted average common stock, basic and diluted 44,440 43,977 42,066 Net loss per share attributable to common stockholders: Basic and diluted $ (0.38) $ (0.23) $ (0.03) |
The business (Details)
The business (Details) | Feb. 26, 2021$ / shares |
Subsequent events | |
The business | |
Merger price per share (USD per share) | $ 14 |
Summary of significant accoun_4
Summary of significant accounting policies - Basis of presentation and consolidation (Details) - USD ($) $ in Thousands | Jan. 01, 2019 | Jan. 01, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Adoption of ASC 606 | |||||
Accumulated deficit | $ (158,066) | $ (140,973) | |||
Accounts receivable, net | $ 25,079 | 27,716 | 33,350 | ||
Prepaid expenses and other current assets | 6,539 | 8,388 | 8,235 | ||
Other assets | 7,903 | 11,264 | 9,309 | ||
Deferred revenue, current | 75,884 | 65,292 | 61,229 | ||
Deferred revenue, net of current portion | 128,588 | 159,462 | 166,660 | ||
Non-controlling interests | 394 | 1,238 | |||
Revenue | 237,416 | 263,790 | $ 250,821 | ||
Non-controlling interests | (647) | 19 | $ 1,489 | ||
Lease, Practical Expedients, Package [true false] | true | ||||
Adoption of ASC 842 | |||||
Operating lease right-of-use assets | 12,876 | $ 15,196 | |||
Operating lease right-of-use liabilities | $ 17,119 | ||||
Adjustment for adoption | |||||
Adoption of ASC 606 | |||||
Accounts receivable, net | (1,069) | ||||
Prepaid expenses and other current assets | 170 | ||||
Other assets | (2,179) | ||||
Deferred revenue, current | 14,176 | ||||
Deferred revenue, net of current portion | (20,580) | ||||
ASC 842 | |||||
Adoption of ASC 842 | |||||
Operating lease right-of-use assets | $ 16,916 | ||||
Operating lease right-of-use liabilities | $ 22,338 | ||||
ASC 606 | As per ASC 605 | |||||
Adoption of ASC 606 | |||||
Accounts receivable, net | 26,148 | ||||
Prepaid expenses and other current assets | 6,369 | ||||
Other assets | 10,082 | ||||
Deferred revenue, current | 61,708 | ||||
Deferred revenue, net of current portion | 149,168 | ||||
ASC 606 | Adjustment for adoption | |||||
Adoption of ASC 606 | |||||
Accumulated deficit | 3,257 | ||||
Non-controlling interests | $ 69 | ||||
Chicago Concourse Development Group, LLC | |||||
Basis of presentation and consolidation | |||||
Percentage of ownership in subsidiaries | 70.00% | ||||
Boingo Holding Participacoes Ltda. | |||||
Basis of presentation and consolidation | |||||
Percentage of ownership in subsidiaries | 75.00% |
Summary of significant accoun_5
Summary of significant accounting policies - Concentrations of credit risk (Details) | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Total Revenue | Entities affiliated with T-Mobile | |||||
Concentrations of credit risk | |||||
Concentration risk percentage | 21.00% | 20.00% | 26.00% | ||
Total Revenue | Entities affiliated with AT&T Inc. | |||||
Concentrations of credit risk | |||||
Concentration risk percentage | 13.00% | 12.00% | |||
Total Revenue | Entities affiliated with Verizon Communications Inc. | |||||
Concentrations of credit risk | |||||
Concentration risk percentage | 11.00% | 11.00% | 11.00% | ||
Total accounts receivable | Entities affiliated with T-Mobile | |||||
Concentrations of credit risk | |||||
Concentration risk percentage | 13.00% | 13.00% | |||
Total accounts receivable | Entities affiliated with AT&T Inc. | |||||
Concentrations of credit risk | |||||
Concentration risk percentage | 27.00% | 34.00% | |||
Total accounts receivable | Entities affiliated with Verizon Communications Inc. | |||||
Concentrations of credit risk | |||||
Concentration risk percentage | 11.00% |
Summary of significant accoun_6
Summary of significant accounting policies - Marketable securities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Summary of significant accounting policies | ||
Short-term marketable securities | $ 4,565 | $ 40,214 |
Unrealized gain, net of tax in accumulated other comprehensive loss | 1 | 21 |
Income tax effect related to unrealized gains in accumulated other comprehensive loss | $ 0 | $ 0 |
Summary of significant accoun_7
Summary of significant accounting policies - Property and equipment (Details) | 12 Months Ended |
Dec. 31, 2020 | |
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 | 3 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 | 25 years |
Summary of significant accoun_8
Summary of significant accounting policies - Goodwill (Details) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended | 34 Months Ended | |||
Dec. 31, 2020USD ($)item | Oct. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Oct. 30, 2020item | Oct. 31, 2020USD ($) | Dec. 31, 2018USD ($) | |
Goodwill | |||||||
Number of reporting unit | item | 5 | 1 | |||||
Impairment loss | $ 0 | $ 0 | $ 0 | $ 0 | |||
Goodwill | $ 58,579 | $ 58,579 | $ 58,579 | $ 58,579 | $ 59,640 | ||
Carrier services | |||||||
Goodwill | |||||||
Goodwill | 37,740 | ||||||
Military | |||||||
Goodwill | |||||||
Goodwill | 15,151 | ||||||
Mulitifamily | |||||||
Goodwill | |||||||
Goodwill | 3,062 | ||||||
Legacy | |||||||
Goodwill | |||||||
Goodwill | 1,829 | ||||||
Private networks and emerging technologies | |||||||
Goodwill | |||||||
Goodwill | $ 797 |
Summary of significant accoun_9
Summary of significant accounting policies - Revenue recognition - Practical expedient (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Summary of significant accounting policies | |
Practical expedient of financing component | true |
Practical expedient of incremental cost | true |
Summary of significant accou_10
Summary of significant accounting policies - Revenue recognition - Terms of contracts (Details) | 12 Months Ended |
Dec. 31, 2020item | |
Minimum | |
Revenue recognition | |
Payment terms | 30 days |
Maximum | |
Revenue recognition | |
Payment terms | 60 days |
DAS | Maximum | |
Revenue recognition | |
Initial term of the arrangement | 20 years |
Military and retail | |
Revenue recognition | |
Cancellation period of renewal option prior to end of current contract period | 5 days |
Private networks and emerging technologies | |
Revenue recognition | |
Number of performance obligations | 2 |
Multifamily | Maximum | |
Revenue recognition | |
Initial term of the arrangement | 10 years |
Multi-family Developer Owned Networks | |
Revenue recognition | |
Number of performance obligations | 2 |
Multi-family Boingo Owned Networks [Member] | |
Revenue recognition | |
Number of performance obligations | 1 |
Legacy Wholesale Partner Arrangement | Maximum | |
Revenue recognition | |
Initial term of the arrangement | 5 years |
Summary of significant accou_11
Summary of significant accounting policies - Foreign currency translation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Foreign currency translation | |||
Cumulative foreign currency translation adjustments, net of tax in accumulated other comprehensive loss | $ (2,280) | $ (1,447) | |
Income tax effect related to foreign currency translation adjustments | 0 | 0 | |
Foreign currency translation gain (loss) | $ 0 | $ 0 | $ 0 |
Summary of significant accou_12
Summary of significant accounting policies - Advertising, marketing and promotion costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Advertising, marketing and promotion costs | |||
Capitalized advertising production costs | $ 0 | $ 0 | $ 0 |
Advertising expenses | $ 1,908 | $ 2,205 | $ 2,213 |
Summary of significant accou_13
Summary of significant accounting policies - Stock-based compensation (Details) - shares shares in Thousands | 12 Months Ended | 60 Months Ended |
Dec. 31, 2020 | Dec. 31, 2019 | |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Number of awards made | 0 | 0 |
Summary of significant accou_14
Summary of significant accounting policies - Non controlling interests (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Non-controlling interests | |||
Distributions to non-controlling interest holders | $ 262 | $ 1,003 | $ 614 |
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 | $ 262 | 1,003 | 614 |
Boingo Holding Participacoes Ltda. | |||
Non-controlling interests | |||
Distributions to non-controlling interest holders | $ 0 | $ 0 | $ 0 |
Summary of significant accou_15
Summary of significant accounting policies - Segment and geographic information (Details) $ in Thousands | 2 Months Ended | 12 Months Ended | 34 Months Ended | ||
Dec. 31, 2020USD ($)segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Oct. 30, 2020segment | |
Revenue: | |||||
Revenue | $ 237,416 | $ 263,790 | $ 250,821 | ||
Income (loss) from operations: | |||||
Unallocated overhead costs | (47,433) | (54,837) | (51,586) | ||
Loss from operations | (9,117) | (3,704) | (2,997) | ||
Interest expense and amortization of debt discount | (9,004) | (8,618) | (2,400) | ||
Interest income and other expense, net | 538 | 2,017 | 513 | ||
Loss before income taxes | (17,583) | (10,305) | (4,884) | ||
Depreciation and amortization of property and equipment and intangible assets: | |||||
Unallocated overhead costs | 7,014 | 7,381 | 6,299 | ||
Total depreciation and amortization of property and equipment and intangibles assets | 82,601 | 75,433 | 82,547 | ||
Capital Expenditures: | |||||
Unallocated capital expenditures | 4,156 | 5,431 | 6,272 | ||
Total capital expenditures | 106,262 | 133,696 | 108,730 | ||
Assets | |||||
Assets | $ 576,479 | 576,479 | 600,467 | ||
Number of reportable segments | segment | 5 | 1 | |||
Unallocated other corporate assets | |||||
Assets | |||||
Assets | $ 112,699 | 112,699 | 162,508 | ||
Carrier Services | |||||
Revenue: | |||||
Revenue | 107,746 | 115,806 | 117,953 | ||
Income (loss) from operations: | |||||
Loss from operations | 19,671 | 30,043 | 31,294 | ||
Depreciation and amortization of property and equipment and intangible assets: | |||||
Total depreciation and amortization of property and equipment and intangibles assets | 47,381 | 41,210 | 50,933 | ||
Capital Expenditures: | |||||
Total capital expenditures | 86,404 | 114,713 | 83,764 | ||
Assets | |||||
Assets | 364,484 | 364,484 | 325,500 | ||
Military | |||||
Revenue: | |||||
Revenue | 76,753 | 74,911 | 67,342 | ||
Income (loss) from operations: | |||||
Loss from operations | 24,027 | 20,736 | 14,250 | ||
Depreciation and amortization of property and equipment and intangible assets: | |||||
Total depreciation and amortization of property and equipment and intangibles assets | 17,309 | 15,998 | 15,139 | ||
Capital Expenditures: | |||||
Total capital expenditures | 9,934 | 7,339 | 7,852 | ||
Assets | |||||
Assets | 66,968 | 66,968 | 73,981 | ||
Mulitifamily | |||||
Revenue: | |||||
Revenue | 21,567 | 25,008 | 11,228 | ||
Income (loss) from operations: | |||||
Loss from operations | (6,690) | (7,225) | (3,030) | ||
Depreciation and amortization of property and equipment and intangible assets: | |||||
Total depreciation and amortization of property and equipment and intangibles assets | 3,117 | 2,741 | 1,075 | ||
Capital Expenditures: | |||||
Total capital expenditures | 1,990 | 1,242 | 84 | ||
Assets | |||||
Assets | 12,713 | 12,713 | 13,772 | ||
Legacy | |||||
Revenue: | |||||
Revenue | 29,134 | 46,058 | 54,248 | ||
Income (loss) from operations: | |||||
Loss from operations | 42 | 5,616 | 6,101 | ||
Depreciation and amortization of property and equipment and intangible assets: | |||||
Total depreciation and amortization of property and equipment and intangibles assets | 7,770 | 8,103 | 9,101 | ||
Capital Expenditures: | |||||
Total capital expenditures | 3,572 | 4,653 | 10,758 | ||
Assets | |||||
Assets | 18,591 | 18,591 | 23,402 | ||
Private networks and emerging technologies | |||||
Revenue: | |||||
Revenue | 2,216 | 2,007 | 50 | ||
Income (loss) from operations: | |||||
Loss from operations | 1,266 | 1,963 | $ (26) | ||
Depreciation and amortization of property and equipment and intangible assets: | |||||
Total depreciation and amortization of property and equipment and intangibles assets | 10 | ||||
Capital Expenditures: | |||||
Total capital expenditures | 206 | 318 | |||
Assets | |||||
Assets | $ 1,024 | $ 1,024 | $ 1,304 |
Summary of significant accou_16
Summary of significant accounting policies - Recent accounting pronouncements (Details) - USD ($) $ in Thousands | Jan. 01, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Recent accounting pronouncements | ||||
Accumulated deficit | $ 158,066 | $ 140,973 | ||
Property and equipment, net | $ 406,328 | 406,328 | 380,243 | |
Long-term debt | 171,695 | 171,695 | 162,708 | |
Income Tax Expense (Benefit) | 157 | (28) | $ (5,153) | |
Additional paid-in capital | 241,868 | 241,868 | 234,638 | |
Gross deferred tax liabilities | 16,564 | $ 19,651 | ||
Convertible Notes | ||||
Recent accounting pronouncements | ||||
Gross deferred tax liabilities | $ 27,949 | |||
ASU 2020-06 | Cumulative effect of a change in accounting principle | ||||
Recent accounting pronouncements | ||||
Property and equipment, net | (6,076) | |||
Long-term debt | 27,279 | |||
Income Tax Expense (Benefit) | 5,686 | |||
Additional paid-in capital | (39,921) | |||
ASU 2020-06 | Cumulative effect adjusted | ||||
Recent accounting pronouncements | ||||
Accumulated deficit | 6,566 | |||
Property and equipment, net | 400,252 | |||
Long-term debt | 198,974 | |||
Additional paid-in capital | $ 201,947 |
Acquisitions (Details)
Acquisitions (Details) $ in Thousands | Aug. 01, 2018USD ($)item | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2020 |
Acquisitions | ||||
Increase in accrued expenses and other liabilities | $ 566 | |||
Decrease of goodwill | 1,061 | |||
Backlog - held for sale | ||||
Acquisitions | ||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Intangibles | 750 | |||
Backlog | ||||
Acquisitions | ||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Intangibles | (48) | |||
Elauwit Networks, LLC | ||||
Acquisitions | ||||
Consideration for acquisition of assets before contingent consideration | $ 28,000 | |||
Total purchase price | 28,612 | |||
Contingent consideration fair value | 961 | |||
Cash paid | 15,576 | |||
Purchase price held back | 11,000 | |||
Indemnification holdback retained for 12 months | $ 2,000 | |||
Payment of indemnification holdback | 1,075 | |||
Identification holdback amount retained | 925 | |||
Indemnification holdback period | 12 months | |||
Payment for amounts held back for third-party consents | 1,952 | $ 9,048 | ||
Business Combination, Contingent Consideration, Liability, Valuation Technique [Extensible List] | wifi:MonteCarloMethodMember | |||
Increase in accrued expenses and other liabilities | 566 | |||
Elauwit Networks, LLC | Costs and operating expenses | ||||
Acquisitions | ||||
Increase in accrued expenses and other liabilities | $ 566 | |||
Elauwit Networks, LLC | Risk-free rate | ||||
Acquisitions | ||||
Contingent consideration valuation input | item | 2.78 | |||
Elauwit Networks, LLC | Revenue volatility rate | ||||
Acquisitions | ||||
Contingent consideration valuation input | item | 40 | |||
Elauwit Networks, LLC | Relief from royalty method | Royalty rate | ||||
Acquisitions | ||||
Identifiable intangible assets valuation input | item | 1 | |||
Elauwit Networks, LLC | Minimum | Excess earnings, relief from royalty, and loss-of-revenue methods | Discount rates | ||||
Acquisitions | ||||
Identifiable intangible assets valuation input | item | 8 | |||
Elauwit Networks, LLC | Maximum | Excess earnings, relief from royalty, and loss-of-revenue methods | Discount rates | ||||
Acquisitions | ||||
Identifiable intangible assets valuation input | item | 21 | |||
Elauwit Networks, LLC | Backlog | Fair value less costs | Discount rates | ||||
Acquisitions | ||||
Identifiable intangible assets valuation input | 8 |
Acquisitions - Final Purchase p
Acquisitions - Final Purchase price allocations (Details) - USD ($) $ in Thousands | Aug. 01, 2018 | Dec. 31, 2020 | Oct. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||||
Goodwill | $ 58,579 | $ 58,579 | $ 58,579 | $ 59,640 | |
Elauwit Networks, LLC | |||||
Consideration: | |||||
Cash paid | $ 15,576 | ||||
Holdback consideration | 12,075 | ||||
Contingent consideration | 961 | ||||
Total consideration | 28,612 | ||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||||
Accounts receivable | 4,494 | ||||
Prepaid expenses and other current assets | 1,687 | ||||
Property and equipment | 195 | ||||
Other non-current assets | 177 | ||||
Accounts payable | (2,049) | ||||
Accrued expenses and other liabilities | (1,249) | ||||
Deferred revenue | (3,854) | ||||
Other non-current liabilities | (307) | ||||
Net tangible liabilities acquired | (906) | ||||
Goodwill | 16,176 | ||||
Total purchase price | 28,612 | ||||
Elauwit Networks, LLC | Backlog | |||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||||
Intangibles | $ 6,982 | ||||
Weighted Average Estimated Useful Life (years) | 5 years | ||||
Elauwit Networks, LLC | Backlog - held for sale | |||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||||
Intangibles | $ 750 | ||||
Elauwit Networks, LLC | Customer relationships | |||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||||
Intangibles | $ 2,490 | ||||
Weighted Average Estimated Useful Life (years) | 10 years | ||||
Elauwit Networks, LLC | Partner relationships | |||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||||
Intangibles | $ 1,200 | ||||
Weighted Average Estimated Useful Life (years) | 10 years | ||||
Elauwit Networks, LLC | Transition services agreement | |||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||||
Intangibles | $ 540 | ||||
Weighted Average Estimated Useful Life (years) | 2 years | ||||
Elauwit Networks, LLC | Non-compete agreement | |||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||||
Intangibles | $ 1,380 | ||||
Weighted Average Estimated Useful Life (years) | 3 years |
Acquisitions - Actual and pro f
Acquisitions - Actual and pro forma results (unaudited) (Details) - Elauwit Networks, LLC $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($)$ / shares | |
Acquisitions | |
Revenue | $ 11,228 |
Net loss | (2,349) |
Pro forma results (unaudited) | |
Revenue | 268,693 |
Net loss | (739) |
Net loss attributable to common stockholders | $ (2,224) |
Net loss per share attributable to common stockholders | |
Basic | $ / shares | $ (0.05) |
Diluted | $ / shares | $ (0.05) |
Restructuring - Restructuring a
Restructuring - Restructuring activity (Details) - Business realignment plan $ in Thousands | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2019USD ($)item | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Restructuring | |||
Number of positions to be eliminated | item | 80 | ||
Accrued Employee Severance and Benefits | |||
Restructuring activity | |||
Restructuring Reserve, Beginning Balance | $ 2,249 | ||
Additional accruals | 0 | $ 2,298 | |
Adjustments | 0 | (49) | |
Cash payments | (2,249) | 0 | |
Non-cash settlements | $ 0 | 0 | |
Restructuring Reserve, Ending Balance | $ 2,249 | $ 2,249 |
Cash and cash equivalents and_3
Cash and cash equivalents and marketable securities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash and cash equivalents: | |||
Cash | $ 15,286 | $ 6,061 | |
Money market funds | 20,825 | 34,340 | |
Total cash and cash equivalents | 36,111 | 40,401 | |
Short-term marketable securities-available-for-sale: | |||
Marketable securities | 4,565 | 40,214 | |
Total short-term marketable securities | 4,565 | 40,214 | |
Interest income | $ 588 | $ 2,012 | $ 742 |
Accounts receivables, net (Deta
Accounts receivables, net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Allowance for doubtful accounts | |||
Balance at the beginning of the year | $ 1,086 | $ 1,183 | $ 863 |
Additions charged to operations | 28 | 181 | 363 |
Deductions from reserves, net | (106) | (278) | (43) |
Balance at the end of the year | $ 1,008 | $ 1,086 | $ 1,183 |
Contract assets and contract _3
Contract assets and contract liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Contract Assets, Net | |||
Balance at December 31 | $ 967 | $ 468 | |
Balance at December 31 | 547 | 967 | $ 468 |
Change | (420) | 499 | |
Contract Liabilities, Net | |||
Balance at December 31 | 227,889 | 217,733 | |
Balance at December 31 | 224,754 | 227,889 | 217,733 |
Change | (3,135) | 10,156 | |
Contract liability and performance obligations included in revenue | |||
Amounts included in the beginning of period contract liability balance | 84,368 | 88,890 | 85,592 |
Amounts associated with performance obligations satisfied in previous periods | $ (55) | $ 447 | $ 378 |
Revenue performance obligations | |||
Practical expedient of remaining performance obligations | true | ||
Carrier Services | |||
Revenue performance obligations | |||
Remaining service performance obligations | $ 210,290 | ||
Carrier Services | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | Minimum | |||
Revenue performance obligations | |||
Remaining duration of contracts | 1 year | ||
Carrier Services | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | Maximum | |||
Revenue performance obligations | |||
Remaining duration of contracts | 14 years | ||
Military | |||
Revenue performance obligations | |||
Remaining service performance obligations | $ 2,774 | ||
Military | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | Minimum | |||
Revenue performance obligations | |||
Remaining duration of contracts | 1 year | ||
Military | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | Maximum | |||
Revenue performance obligations | |||
Remaining duration of contracts | 8 years | ||
Legacy Wholesale Partner Arrangement | |||
Revenue performance obligations | |||
Remaining service performance obligations | $ 5,484 | ||
Legacy Wholesale Partner Arrangement | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | Minimum | |||
Revenue performance obligations | |||
Remaining duration of contracts | 1 year | ||
Legacy Wholesale Partner Arrangement | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | Maximum | |||
Revenue performance obligations | |||
Remaining duration of contracts | 14 years |
Property and equipment (Details
Property and equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2021 | |
Property and equipment | ||||
Total property and equipment | $ 797,143 | $ 708,431 | ||
Less: accumulated depreciation and amortization | (390,815) | (328,188) | ||
Total property and equipment, net | 406,328 | 380,243 | $ 406,328 | |
Depreciation and amortization expense | ||||
Depreciation and amortization of property and equipment | 78,313 | 70,862 | $ 78,837 | |
Asset impairment charge | ||||
Losses on disposals of property and equipment | 39 | 90 | ||
Construction in progress projects | ||||
Asset impairment charge | ||||
Impairment losses | 23 | 370 | $ 148 | |
Leasehold improvements | ||||
Property and equipment | ||||
Total property and equipment | 596,242 | 550,427 | ||
Construction in progress | ||||
Property and equipment | ||||
Total property and equipment | 118,055 | 78,343 | ||
Software | ||||
Property and equipment | ||||
Total property and equipment | 65,532 | 60,814 | ||
Computer equipment | ||||
Property and equipment | ||||
Total property and equipment | 14,808 | 16,707 | ||
Furniture, fixtures and office equipment | ||||
Property and equipment | ||||
Total property and equipment | $ 2,506 | $ 2,140 |
Goodwill and intangible asset_2
Goodwill and intangible assets - Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Changes in goodwill | |
Balance. beginning | $ 59,640 |
Measurement period adjustments for acquisition of Elauwit | (1,061) |
Balance, ending | $ 58,579 |
Goodwill and intangible asset_3
Goodwill and intangible assets - Intangible assets rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Changes in intangible assets | ||
Balance at beginning of year | $ 14,940 | $ 19,152 |
Measurement period adjustments for acquisition of Elauwit | (48) | |
Reclassification of assets held for sale, net | 407 | |
Amortization expense | (4,288) | (4,571) |
Balance at end of year | $ 10,652 | $ 14,940 |
Goodwill and intangible asset_4
Goodwill and intangible assets - Carrying Amount (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Intangible assets | |||
Historical Cost | $ 33,012 | $ 36,413 | |
Accumulated Amortization | (22,360) | (21,473) | |
Net | 10,652 | 14,940 | $ 19,152 |
Venue contracts | |||
Intangible assets | |||
Historical Cost | 19,710 | 20,431 | |
Accumulated Amortization | (16,030) | (15,247) | |
Net | 3,680 | 5,184 | |
Backlog | |||
Intangible assets | |||
Historical Cost | 7,388 | 7,388 | |
Accumulated Amortization | (3,578) | (2,104) | |
Net | 3,810 | 5,284 | |
Customer and partner relationships | |||
Intangible assets | |||
Historical Cost | 3,780 | 3,780 | |
Accumulated Amortization | (962) | (584) | |
Net | 2,818 | 3,196 | |
Non-compete agreements, technology and other | |||
Intangible assets | |||
Historical Cost | 2,134 | 4,814 | |
Accumulated Amortization | (1,790) | (3,538) | |
Net | $ 344 | $ 1,276 |
Goodwill and intangible asset_5
Goodwill and intangible assets - Future Amortization expense (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Amortization expense for fiscal years 2020 through 2024 and thereafter | |||
2021 | $ 3,556 | ||
2022 | 3,095 | ||
2023 | 1,901 | ||
2024 | 681 | ||
2025 | 416 | ||
Thereafter | 1,003 | ||
Net | $ 10,652 | $ 14,940 | $ 19,152 |
Accrued expenses and other li_3
Accrued expenses and other liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued expenses and other liabilities | ||
Customer liabilities | $ 21,964 | $ 19,403 |
Construction in progress | 13,679 | 18,197 |
Revenue share | 5,514 | 9,844 |
Taxes | 4,455 | 3,642 |
Salaries and wages | 3,684 | 6,023 |
Professional fees | 871 | 1,196 |
Partner network | 651 | 687 |
Other | 5,166 | 6,160 |
Total accrued expenses and other liabilities | $ 55,984 | $ 65,152 |
Convertible Notes (Details)
Convertible Notes (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2018USD ($)D$ / shares$ / EquityInstruments | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Convertible Notes | ||||
Gross proceeds from Convertible Notes | $ 0 | $ 0 | $ 195,716 | |
Tax effect on the equity component of the Convertible Notes recorded as additional paid-in capital | $ 5,686 | |||
Convertible Notes | ||||
Convertible Notes | ||||
Gross proceeds from Convertible Notes | $ 201,250 | |||
Percentage of interest rate per annum | 1.00% | |||
Conversion ratio | 0.0236323 | 0.0236323 | ||
Conversion price per share | $ / shares | $ 42.31 | |||
Percentage of redemption price | 100.00% | |||
Threshold percentage of stock price trigger | 130.00% | |||
Threshold trading days | D | 20 | |||
Threshold consecutive trading days | D | 30 | |||
Convertible Notes | Call option | ||||
Convertible Notes | ||||
Derivative cap price (in dollars per share) | $ / EquityInstruments | 65.10 | |||
Payment of derivative capped transactions | $ 23,969 | |||
Tax effect on the equity component of the Convertible Notes recorded as additional paid-in capital | $ 5,686 |
Convertible Notes - Carrying an
Convertible Notes - Carrying and fair value (Details) - Convertible Notes - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Convertible Notes | ||
Par value of the Convertible Notes | $ 201,250 | $ 201,250 |
Unamortized debt discounts | (27,949) | (36,813) |
Unamortized debt issuance costs | (2,772) | (3,673) |
Net carrying value of Convertible Notes | 170,529 | $ 160,764 |
Fair value of Convertible Notes | $ 182,886 |
Convertible Notes - Debt issuan
Convertible Notes - Debt issuance costs and interest expense (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Convertible Notes | ||||
Debt issuance costs incurred | $ 1,815 | $ 695 | ||
Convertible Notes | ||||
Convertible Notes | ||||
Debt issuance costs incurred | $ 6,169 | |||
Additional paid-in capital | 1,442 | |||
Amortization of remaining financing costs | $ 4,727 | |||
Interest expense related to the Convertible Notes | ||||
Contractual interest expense | $ 2,012 | 2,012 | 481 | |
Amortization of debt issuance costs | 901 | 849 | 205 | |
Amortization of debt discount | 8,864 | 8,245 | 1,992 | |
Total | $ 11,777 | $ 11,106 | $ 2,678 | |
Effective interest rate of the liability component | 7.10% | 7.10% | 7.10% | |
Amortization and interest expense capitalized | $ 4,062 | $ 3,042 | $ 508 |
Convertible Notes - Amortizatio
Convertible Notes - Amortization expense, debt discount and debt issuance costs (Details) - Convertible Notes $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Amortization expense for debt discount costs | |
2021 | $ 9,528 |
2022 | 10,241 |
2023 | 8,180 |
Total | 27,949 |
Amortization expense for debt issuance costs | |
2021 | 955 |
2022 | 1,015 |
2023 | 802 |
Total | $ 2,772 |
Credit Facility (Details)
Credit Facility (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Credit Facility | ||||
Amount drew down | $ 100,000 | $ 100,000 | $ 3,500 | $ 15,000 |
Principal payments of Term Loan | ||||
2021 | 778 | |||
2022 | 778 | |||
2023 | 388 | |||
Total | 1,944 | |||
Amortization of debt issuance costs | ||||
2021 | 457 | |||
2022 | 457 | |||
2023 | 120 | |||
Total | 1,034 | |||
Credit Facility | ||||
Principal payments of Term Loan | ||||
Capitalized interest expense | 1,146 | 98 | 288 | |
Amortization and interest expense recorded | $ 678 | 399 | $ 106 | |
Credit Facility | Minimum | ||||
Principal payments of Term Loan | ||||
Interest rate percentage | 3.00% | |||
Credit Facility | Maximum | ||||
Principal payments of Term Loan | ||||
Interest rate percentage | 4.00% | |||
Credit Facility | LIBOR | Minimum | ||||
Credit Facility | ||||
Spread on floating interest rate (as a percent) | 1.75% | |||
Credit Facility | LIBOR | Maximum | ||||
Credit Facility | ||||
Spread on floating interest rate (as a percent) | 2.75% | |||
Credit Facility | Prime Rate | Minimum | ||||
Credit Facility | ||||
Spread on floating interest rate (as a percent) | 0.75% | |||
Credit Facility | Prime Rate | Maximum | ||||
Credit Facility | ||||
Spread on floating interest rate (as a percent) | 1.75% | |||
Revolving Line of Credit | ||||
Credit Facility | ||||
Current issued borrowing capacity | $ 150,000 | |||
Amount outstanding | $ 0 | 0 | ||
Revolving Line of Credit | Minimum | ||||
Credit Facility | ||||
Fee on unused portion of Revolving Line of Credit (as a percent) | 0.25% | |||
Revolving Line of Credit | Maximum | ||||
Credit Facility | ||||
Fee on unused portion of Revolving Line of Credit (as a percent) | 0.50% | |||
Term Loan | ||||
Credit Facility | ||||
Current issued borrowing capacity | $ 3,500 | |||
Amount outstanding | $ 1,944 | $ 2,722 |
Leases (Details)
Leases (Details) $ in Thousands | Jan. 01, 2019USD ($) | Dec. 31, 2020USD ($)item | Dec. 31, 2019USD ($) |
Leases | |||
Minimum number of renewal option | item | 1 | ||
Lessee, Operating Lease, Existence of Option to Extend [true false] | true | ||
Lessee, Finance Lease, Existence of Option to Extend [true false] | false | ||
Lessee, Operating Lease, Existence of Option to Terminate [true false] | true | ||
Lessee, Finance Lease, Existence of Option to Terminate [true false] | false | ||
Assets recorded under finance leases | $ 12,265 | $ 12,280 | |
Accumulated depreciation and amortization associated with finance leases | 7,533 | 5,387 | |
Lease cost | |||
Operating lease expense | 3,267 | 3,628 | |
Finance lease expense: | |||
Depreciation and amortization of assets included in property and equipment, net | 2,161 | 2,103 | |
Interest on lease liabilities | 18 | 56 | |
Total finance lease expense | 2,179 | 2,159 | |
Interest on lease liabilities capitalized | 44 | 116 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from operating leases | (3,866) | (3,949) | |
Operating cash flows from finance leases | (63) | (172) | |
Financing cash flows from finance leases | $ (2,720) | (4,201) | |
Right-of-use assets obtained in exchange for lease obligations, net of terminations: | |||
Operating leases, right-of-use assets | $ 16,916 | $ 17,595 | |
Operating leases, weighted average remaining lease term (in years) | 5 years 2 months 12 days | 6 years 1 month 6 days | |
Finance leases, weighted average remaining lease term (in years) | 3 months 18 days | 1 year 2 months 12 days | |
Operating leases, weighted average discount rate (as a percent) | 5.30% | 5.30% | |
Finance leases, weighted average discount rate (as a percent) | 3.20% | 3.20% | |
Minimum | |||
Leases | |||
Operating leases, remaining term of contract | 1 year | ||
Operating leases, renewal term | 1 year | ||
Maximum | |||
Leases | |||
Operating leases, remaining term of contract | 8 years | ||
Finance leases, remaining term of contract | 1 year | ||
Operating leases, renewal term | 10 years |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Leases | |||
2021 | $ 3,393 | ||
2022 | 3,692 | ||
2023 | 3,645 | ||
2024 | 3,655 | ||
2025 | 3,707 | ||
Thereafter | 1,528 | ||
Total future minimum lease payments | 19,620 | ||
Less: Imputed interest | (2,501) | ||
Total | 17,119 | ||
Current portion of operating leases | 2,632 | $ 2,695 | |
Long-term portion of operating leases | 14,487 | 17,357 | |
Finance Leases | |||
2021 | 574 | ||
2022 | 0 | ||
2023 | 0 | ||
2024 | 0 | ||
2025 | 0 | ||
Thereafter | 0 | ||
Total future minimum lease payments | 574 | ||
Less: Imputed interest | (1) | ||
Total | 573 | ||
Current portion of finance leases | 573 | 2,721 | |
Long-term portion of finance leases | $ 0 | $ 572 | |
Rent expense for leases | $ 3,323 |
Fair value measurement (Details
Fair value measurement (Details) - Recurring basis - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Assets: | ||
Money market funds | $ 20,825 | $ 34,340 |
Marketable securities | 4,565 | 40,214 |
Total assets | 25,390 | 74,554 |
Level 1 | ||
Assets: | ||
Money market funds | 20,825 | 32,843 |
Marketable securities | 0 | 6,262 |
Total assets | 20,825 | 39,105 |
Level 2 | ||
Assets: | ||
Money market funds | 0 | 1,497 |
Marketable securities | 4,565 | 33,952 |
Total assets | 4,565 | 35,449 |
Level 3 | ||
Assets: | ||
Money market funds | 0 | 0 |
Marketable securities | 0 | 0 |
Total assets | $ 0 | $ 0 |
Fair value measurement - Level
Fair value measurement - Level 3 Reconciliation (Details) - Level 3 $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Reconciliation of the beginning and ending balances related to the fair value of contingent consideration | |
Balance at beginning of the period | $ 961 |
Change in fair vale | (961) |
Balance at end of the period | $ 0 |
Stockholders' equity (Details)
Stockholders' equity (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2018 | Dec. 31, 2020USD ($)shares | Dec. 31, 2019shares | |
Stockholders' equity | |||
Common stock authorized (in shares) | 100,000,000 | 100,000,000 | |
Shares of Common Stock reserved | |||
Total (in shares) | 2,442,000 | 3,346,000 | |
Convertible Notes | |||
Shares of Common Stock reserved | |||
Conversion ratio | 0.0236323 | 0.0236323 | |
Debt conversion converted amount | $ | $ 1 | ||
Convertible Notes | If Convertible Notes were converted | |||
Shares of Common Stock reserved | |||
Shares issued upon conversion of convertible shares | 4,756,000 | ||
Stock options | |||
Shares of Common Stock reserved | |||
Outstanding stock options (in shares) | 109,000 | 235,000 | |
RSUs | |||
Shares of Common Stock reserved | |||
Outstanding RSUs (in shares) | 951,000 | 633,000 | |
2001 Plan | |||
Shares of Common Stock reserved | |||
Outstanding stock options (in shares) | 0 | ||
2001 Plan | Stock options | |||
Shares of Common Stock reserved | |||
Outstanding stock options (in shares) | 7,000 | ||
2011 Plan | |||
Shares of Common Stock reserved | |||
Number of shares available for grant (in shares) | 1,382,000 | 2,478,000 | |
2011 Plan | Stock options | |||
Shares of Common Stock reserved | |||
Outstanding stock options (in shares) | 109,000 | 228,000 | |
2011 Plan | RSUs | |||
Shares of Common Stock reserved | |||
Outstanding RSUs (in shares) | 951,000 | 633,000 |
Income taxes - Income tax by ju
Income taxes - Income tax by jurisdiction (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
U.S. federal: | |||
Current | $ (5) | $ (20) | $ (18) |
Deferred | 114 | 115 | 4,569 |
Total U.S. federal | 109 | 95 | 4,551 |
U.S. state and local: | |||
Current | (142) | (32) | (285) |
Deferred | (123) | (35) | 1,048 |
Total U.S. state and local | (265) | (67) | 763 |
Foreign: | |||
Current | (1) | 0 | (161) |
Total foreign | $ (1) | $ 0 | (161) |
Tax effect on the equity component of the Convertible Notes recorded as additional paid-in capital | $ 5,686 |
Income taxes - Rate reconciliat
Income taxes - Rate reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation from U.S. federal statutory tax rate to effective income taxes rate | |||
Federal statutory rate | 21.00% | 21.00% | 21.00% |
State and local | 5.50% | 11.20% | 19.70% |
Foreign rate differential | 0.90% | 0.20% | (0.50%) |
Stock options | 2.70% | (52.20%) | (47.20%) |
Excess tax benefits from stock-based compensation | (2.90%) | 95.50% | 106.40% |
Non-controlling interests | (0.30%) | 0.20% | 5.50% |
Valuation allowance | (26.70%) | (74.70%) | (90.70%) |
Uncertain tax positions | 0.00% | 0.00% | 2.30% |
Convertible Notes | 0.00% | 0.00% | 94.90% |
Other | (1.10%) | (0.90%) | (5.90%) |
Income taxes | (0.90%) | 0.30% | 105.50% |
Income taxes - Foreign operatin
Income taxes - Foreign operating losses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Net operating loss carryforwards | |||
Foreign income (loss) before income taxes | $ 400 | $ (28) | $ (577) |
United Kingdom | |||
Net operating loss carryforwards | |||
Foreign subsidiary deferred tax asset | 1,773 | ||
Brazil | |||
Net operating loss carryforwards | |||
Foreign subsidiary deferred tax asset | $ 967 |
Income taxes - Deferred tax ass
Income taxes - Deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||||
Net operating loss carryforwards | $ 46,998 | $ 44,565 | ||
Outside basis differences for U.S. partnerships | 7,941 | 8,656 | ||
Operating lease liabilities | 4,076 | 4,695 | ||
Deferred revenue | 800 | 782 | ||
Deferred compensation | 86 | 623 | ||
State taxes | 39 | 44 | ||
Stock options | 0 | 0 | ||
Other | 2,099 | 939 | ||
Valuation allowance | (46,459) | (41,646) | $ (33,810) | $ (34,990) |
Net deferred tax assets | 15,580 | 18,658 | ||
Deferred tax liabilities: | ||||
Property and equipment | (5,729) | (6,943) | ||
Convertible Notes | (3,403) | (4,366) | ||
Operating lease right-of-use assets | (2,888) | (3,348) | ||
Intangible assets | (3,106) | (3,079) | ||
Stock options | (1,438) | (1,915) | ||
Net deferred tax liabilities | (16,564) | (19,651) | ||
Net deferred taxes | $ (984) | $ (993) |
Income taxes - Assessing realiz
Income taxes - Assessing realizability of deferred tax assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Federal | ||
Net operating loss carryforwards | ||
The amount of gross unrealized net operating loss carryforwards | $ 170,907 | $ 164,373 |
Operating loss carryforwards to be carried forward indefinitely | 87,162 | |
State | ||
Net operating loss carryforwards | ||
The amount of gross unrealized net operating loss carryforwards | 181,488 | 170,831 |
Foreign | ||
Net operating loss carryforwards | ||
The amount of gross unrealized net operating loss carryforwards | $ 11,710 | $ 11,671 |
Income taxes - Changes in valua
Income taxes - Changes in valuation allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Changes in the valuation allowance | |||
Balance at the beginning of the year | $ 41,646 | $ 33,810 | $ 34,990 |
Decrease credited to operations | (3) | (7) | (1,180) |
Additions charged to operations | 4,816 | 7,843 | |
Balance at the end of the year | $ 46,459 | 41,646 | $ 33,810 |
Period of cumulative results for determination of releasing valuation allowance | 3 years | ||
Uncertain tax positions | $ 0 | $ 0 |
Commitments and contingencies -
Commitments and contingencies - Venue guarantees (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Venue guarantees | |||
Revenue share expense related to venue contracts | $ 35,875 | $ 41,395 | $ 37,991 |
Maximum | |||
Venue guarantees | |||
Venue contract terms | 25 years | ||
Venue guarantees | |||
Venue guarantees | |||
2021 | $ 10,893 | ||
2022 | 7,659 | ||
2023 | 7,197 | ||
2024 | 5,713 | ||
2025 | 1,675 | ||
Thereafter | 3,809 | ||
Total | $ 36,946 |
Commitments and contingencies_2
Commitments and contingencies - Letters of credit (Details) - Letters of Credit $ in Thousands | Dec. 31, 2020USD ($) |
Letters of credit | |
Current issued borrowing capacity | $ 12,885 |
Term period of letters of credit agreements | 2 years |
Outstanding balance | $ 0 |
Commitments and contingencies_3
Commitments and contingencies - Legal proceedings (Details) - Suit for damages $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($)location | |
Commitments and contingencies | |
Number of venues under suit | location | 1 |
Payment for losses | $ | $ 1,100 |
Commitments and contingencies_4
Commitments and contingencies - Employment contract (Details) | Dec. 31, 2020item |
Employment contracts | |
Number of officers and other employees with whom the entity entered into employment contracts | 12 |
Commitments and contingencies_5
Commitments and contingencies - Others matters (Details) - Underpaid revenue share payments and related interest $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($)claim | |
Commitments and contingencies | |
Number of claim received | claim | 1 |
Claim value | $ | $ 4,600 |
Stock repurchases (Details)
Stock repurchases (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Jul. 31, 2019 | |
Stock repurchases | |||
Number of shares repurchased under the stock repurchase program | 0 | 56,000 | |
Cost of shares repurchased under the stock repurchase program | $ 745,000 | ||
Weighted average price of shares repurchased (in USD per share) | $ 13.24 | ||
Maximum | |||
Stock repurchases | |||
Amount of common stock approved by the entity for a stock repurchase program | $ 20,000,000 |
Stock incentive plans - Plans (
Stock incentive plans - Plans (Details) - shares | 12 Months Ended | 60 Months Ended |
Dec. 31, 2020 | Dec. 31, 2019 | |
2011 Plan | ||
Stock incentive plans | ||
Common stock shares reserved for issuance | 13,739,820 | |
2001 Plan | ||
Stock incentive plans | ||
Number of options outstanding | 0 | |
Number of awards made | 0 | |
Stock options | ||
Stock incentive plans | ||
Number of options outstanding | 109,000 | 235,000 |
Number of awards made | 0 | 0 |
Stock options | 2011 Plan | ||
Stock incentive plans | ||
Number of options outstanding | 109,000 | 228,000 |
Stock options | 2001 Plan | ||
Stock incentive plans | ||
Number of options outstanding | 7,000 | |
RSUs | ||
Stock incentive plans | ||
RSUs outstanding | 951,000 |
Stock incentive plans - Compens
Stock incentive plans - Compensation expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Stock incentive plans | |||
Total stock-based compensation expense | $ 7,606 | $ 8,596 | $ 12,268 |
Stock-based compensation expense capitalized | 645 | 860 | 789 |
Out of period adjustments | 481 | ||
Tax expense from stock-based compensation | $ (659) | ||
Tax benefit from stock based compensation | $ 5,915 | $ 4,594 |
Stock incentive plans - Stock o
Stock incentive plans - Stock option awards (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Aggregate Intrinsic Value | |||||
Cash proceeds from exercise of stock option | $ 708 | $ 470 | $ 9,979 | ||
Stock options | |||||
Number of Options | |||||
Outstanding at beginning of period (in shares) | 235,000 | ||||
Exercised (in shares) | (105,000) | (69,000) | (972,000) | ||
Canceled/forfeited (in shares) | (21,000) | ||||
Outstanding and exercisable at end of period (in shares) | 109,000 | 235,000 | 109,000 | 235,000 | |
Weighted Average Exercise Price | |||||
Outstanding at beginning of period (in dollars per share) | $ 7.67 | ||||
Exercised (in dollars per share) | 6.71 | ||||
Canceled/forfeited (in dollars per share) | 12.15 | ||||
Outstanding and exercisable at end of period (in dollars per share) | $ 7.75 | $ 7.67 | $ 7.75 | $ 7.67 | |
Weighted-Average Remaining Contract Life (years) | |||||
Outstanding and exercisable at end of period | 1 year 9 months 18 days | 2 years 7 months 6 days | |||
Aggregate Intrinsic Value | |||||
Outstanding and exercisable at end of period | $ 559 | $ 870 | $ 559 | $ 870 | |
Total intrinsic value of stock options exercised (in dollars) | $ 697 | $ 423 | $ 14,935 |
Stock incentive plans - Restric
Stock incentive plans - Restricted stock unit awards (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Stock incentive plans | ||||
Shares of common stock issued resulting from vesting | 302,000 | |||
RSUs | ||||
Stock incentive plans | ||||
Total unrecognized stock-based compensation expense | $ 9,907 | $ 9,907 | ||
Weighted average period over which unrecognized compensation expense is expected to be recognized | 1 year 8 months 12 days | |||
Number of Shares | ||||
Non-vested at beginning of period (in shares) | 633,000 | |||
Granted (in shares) | 898,000 | |||
Vested (in shares) | (453,000) | |||
Canceled/forfeited (in shares) | (127,000) | |||
Non-vested at end of period (in shares) | 951,000 | 951,000 | 633,000 | |
Weighted Average Grant Date Fair Value | ||||
Non-vested at beginning of period (in dollars per share) | $ 22.04 | |||
Granted (in dollars per share) | 11.06 | |||
Vested (in dollars per share) | 18.28 | |||
Canceled/forfeited (in dollars per share) | 15.75 | |||
Non-vested at end of period (in dollars per share) | $ 14.30 | $ 14.30 | $ 22.04 | |
Service based-restricted stock unit awards | Executive And Non Executive Member | Maximum | ||||
Stock incentive plans | ||||
Vesting period | 3 years | |||
Service based-restricted stock unit awards | Non-employee directors and existing members | ||||
Stock incentive plans | ||||
Vesting period | 1 year | |||
Service based-restricted stock unit awards | Non-employee directors and new members | ||||
Stock incentive plans | ||||
Vesting percentage when the individual completes 12 months of continuous service | 33.30% | 33.30% | ||
Vesting period | 3 years | |||
Performance-based restricted stock unit awards | ||||
Stock incentive plans | ||||
Vesting period | 3 years | 3 years | ||
Number of Shares | ||||
Granted (in shares) | 36,000 | |||
Weighted Average Grant Date Fair Value | ||||
Granted (in dollars per share) | $ 12.41 | |||
Performance-based restricted stock unit awards | Minimum | ||||
Stock incentive plans | ||||
Performance objective threshold (as a percent) | 50.00% | 50.00% | ||
Performance-based restricted stock unit awards | Maximum | ||||
Stock incentive plans | ||||
Performance objective threshold (as a percent) | 150.00% | 150.00% | ||
2018 performance-based RSUs | ||||
Stock incentive plans | ||||
Performance objective achieved (as a percent) | 100.50% | |||
2019 performance-based RSUs | ||||
Stock incentive plans | ||||
Performance objective achieved (as a percent) | 95.00% | |||
Number of awards excluded from granted and non-vested as the performance targets have not yet been defined | 32,000 | 32,000 | ||
2020 performance-based RSUs | ||||
Stock incentive plans | ||||
Performance objective achieved (as a percent) | 97.00% | |||
Number of awards excluded from granted and non-vested as the performance targets have not yet been defined | 151,000 | 151,000 |
Employee benefit plan (Details)
Employee benefit plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Employee benefit plan | |||
Employer contributions made to the plan | $ 1,183 | $ 1,415 | $ 1,154 |
Net loss per share attributab_3
Net loss per share attributable to common stockholders (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator: | |||
Net loss attributable to common stockholders, basic and diluted | $ (17,093) | $ (10,296) | $ (1,220) |
Denominator: | |||
Weighted average number of common stock, basic and diluted (in shares) | 44,440 | 43,977 | 42,066 |
Net loss per share attributable to common stockholders: | |||
Basic and diluted (in dollars per share) | $ (0.38) | $ (0.23) | $ (0.03) |
Subsequent events (Details)
Subsequent events (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 26, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Performance-based restricted stock unit awards | ||||
Subsequent events | ||||
Granted (in shares) | 36,000 | |||
Vesting period | 3 years | 3 years | ||
Subsequent events | ||||
Subsequent events | ||||
Merger price per share (USD per share) | $ 14 | |||
Go shop period | 25 days | |||
Termination fee payable to enter into Superior proposal | $ 13,100 | |||
Termination fee payable in other circumstances | $ 19,600 | |||
Minimum percentage acquisition proposal not withdrawn prior to merger agreement termination (as a percent) | 50.10% | |||
Period after termination of merger agreement within which receipt of acquisition proposal triggers termination fee | 1 year | |||
Maximum expense payable to other party | $ 2,500 | |||
Parent termination fee payable | $ 32,700 | |||
Subsequent events | Executive members | Service based-restricted stock unit awards | ||||
Subsequent events | ||||
Granted (in shares) | 295,000 | |||
Vesting period | 3 years | |||
Subsequent events | Executive members | Performance-based restricted stock unit awards | ||||
Subsequent events | ||||
Granted (in shares) | 295,000 | |||
Subsequent events | Non-executive personnel | Service based-restricted stock unit awards | ||||
Subsequent events | ||||
Granted (in shares) | 336,000 | |||
Vesting period | 3 years |