Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 01, 2018 | Jun. 30, 2017 | |
Document and Entity Information | |||
Entity Registrant Name | BOINGO WIRELESS INC | ||
Entity Central Index Key | 1,169,988 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 578,657,991 | ||
Entity Common Stock, Shares Outstanding | 41,304,495 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 26,685 | $ 19,485 |
Accounts receivable, net | 26,148 | 42,978 |
Prepaid expenses and other current assets | 6,369 | 5,344 |
Total current assets | 59,202 | 67,807 |
Property and equipment, net | 262,359 | 250,765 |
Goodwill | 42,403 | 42,403 |
Intangible assets, net | 10,263 | 13,783 |
Other assets | 10,082 | 6,223 |
Total assets | 384,309 | 380,981 |
Current liabilities: | ||
Accounts payable | 11,589 | 15,516 |
Accrued expenses and other liabilities | 42,405 | 27,723 |
Deferred revenue | 61,708 | 50,869 |
Current portion of long-term debt | 875 | 1,094 |
Current portion of capital leases and notes payable | 5,771 | 3,993 |
Total current liabilities | 122,348 | 99,195 |
Deferred revenue, net of current portion | 149,168 | 152,719 |
Long-term debt | 0 | 15,875 |
Long-term portion of capital leases and notes payable | 6,747 | 4,612 |
Deferred tax liabilities | 1,004 | 3,208 |
Other liabilities | 6,012 | 6,826 |
Total liabilities | 285,279 | 282,435 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 5,000 shares authorized; no shares issued and outstanding | ||
Common stock, $0.0001 par value; 100,000 shares authorized; 40,995 and 38,562 shares issued and outstanding for 2017 and 2016, respectively | 4 | 4 |
Additional paid-in capital | 230,679 | 211,275 |
Accumulated deficit | (131,967) | (112,601) |
Accumulated other comprehensive loss | (898) | (870) |
Total common stockholders' equity | 97,818 | 97,808 |
Non-controlling interests | 1,212 | 738 |
Total stockholders' equity | 99,030 | 98,546 |
Total liabilities and stockholders' equity | $ 384,309 | $ 380,981 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
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 | 40,995,000 | 38,562,000 |
Common stock, shares outstanding | 40,995,000 | 38,562,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Consolidated Statements of Operations | |||
Revenue | $ 204,369 | $ 159,344 | $ 139,626 |
Costs and operating expenses: | |||
Network access | 90,702 | 69,112 | 62,988 |
Network operations | 47,615 | 42,307 | 33,537 |
Development and technology | 26,754 | 22,126 | 19,147 |
Selling and marketing | 20,933 | 18,729 | 19,653 |
General and administrative | 35,568 | 29,719 | 22,356 |
Amortization of intangible assets | 3,498 | 3,448 | 3,576 |
Total costs and operating expenses | 225,070 | 185,441 | 161,257 |
Loss from operations | (20,701) | (26,097) | (21,631) |
Interest and other expense, net | (153) | (459) | (66) |
Loss before income taxes | (20,854) | (26,556) | (21,697) |
Income tax (benefit) expense | (2,078) | 427 | 481 |
Net loss | (18,776) | (26,983) | (22,178) |
Net income attributable to non-controlling interests | 590 | 348 | 114 |
Net loss attributable to common stockholders | $ (19,366) | $ (27,331) | $ (22,292) |
Net loss per share attributable to common stockholders: | |||
Basic (in dollars per share) | $ (0.49) | $ (0.72) | $ (0.60) |
Diluted (in dollars per share) | $ (0.49) | $ (0.72) | $ (0.60) |
Weighted average shares used in computing net loss per share attributable to common stockholders: | |||
Basic (in shares) | 39,824 | 38,025 | 36,849 |
Diluted (in shares) | 39,824 | 38,025 | 36,849 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Consolidated Statements of Comprehensive Income (Loss) | |||
Net loss | $ (18,776) | $ (26,983) | $ (22,178) |
Other comprehensive income (loss), net of tax: | |||
Foreign currency translation adjustments | (19) | 211 | (604) |
Comprehensive loss | (18,795) | (26,772) | (22,782) |
Comprehensive income attributable to non-controlling interest | 599 | 269 | 227 |
Comprehensive loss attributable to common stockholders | $ (19,394) | $ (27,041) | $ (23,009) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Non-controlling Interests | Total |
Balance at Dec. 31, 2014 | $ 4 | $ 189,725 | $ (62,884) | $ (443) | $ 1,028 | $ 127,430 |
Balance (in shares) at Dec. 31, 2014 | 36,267 | |||||
Issuance of common stock under stock incentive plans | 1,373 | 1,373 | ||||
Issuance of common stock under stock incentive plans (in shares) | 1,058 | |||||
Shares withheld for taxes | (2,512) | (2,512) | ||||
Stock-based compensation expense | 10,176 | 10,176 | ||||
Purchase of non-controlling interest | (1,150) | (1,150) | ||||
Non-controlling interest distributions | (500) | (500) | ||||
Net loss | (22,292) | 114 | (22,178) | |||
Other comprehensive (loss) income | (717) | 113 | (604) | |||
Balance at Dec. 31, 2015 | $ 4 | 197,612 | (85,176) | (1,160) | 755 | 112,035 |
Balance (in shares) at Dec. 31, 2015 | 37,325 | |||||
Issuance of common stock under stock incentive plans | 2,984 | 2,984 | ||||
Issuance of common stock under stock incentive plans (in shares) | 1,237 | |||||
Shares withheld for taxes | (2,827) | (2,827) | ||||
Stock-based compensation expense | 13,412 | 13,412 | ||||
Non-controlling interest distributions | (286) | (286) | ||||
Cumulative effect of a change in accounting principle | 94 | (94) | ||||
Net loss | (27,331) | 348 | (26,983) | |||
Other comprehensive (loss) income | 290 | (79) | 211 | |||
Balance at Dec. 31, 2016 | $ 4 | 211,275 | (112,601) | (870) | 738 | $ 98,546 |
Balance (in shares) at Dec. 31, 2016 | 38,562 | 38,562 | ||||
Issuance of common stock under stock incentive plans | 9,244 | $ 9,244 | ||||
Issuance of common stock under stock incentive plans (in shares) | 2,433 | |||||
Shares withheld for taxes | (4,872) | (4,872) | ||||
Stock-based compensation expense | 15,032 | 15,032 | ||||
Non-controlling interest distributions | (125) | (125) | ||||
Net loss | (19,366) | 590 | (18,776) | |||
Other comprehensive (loss) income | (28) | 9 | (19) | |||
Balance at Dec. 31, 2017 | $ 4 | $ 230,679 | $ (131,967) | $ (898) | $ 1,212 | $ 99,030 |
Balance (in shares) at Dec. 31, 2017 | 40,995 | 40,995 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities | |||
Net loss | $ (18,776) | $ (26,983) | $ (22,178) |
Adjustments to reconcile net loss including non-controlling interests to net cash provided by operating activities: | |||
Depreciation and amortization of property and equipment | 69,097 | 49,202 | 38,293 |
Amortization of intangible assets | 3,498 | 3,448 | 3,576 |
Bad debt expense | 773 | 116 | 304 |
Other | 86 | 0 | 0 |
Impairment loss and loss on disposal of fixed assets, net | 1,158 | 66 | 242 |
Stock-based compensation | 14,215 | 12,805 | 9,398 |
Change in deferred income taxes | (2,575) | 303 | 320 |
Change in fair value of contingent consideration | 0 | 0 | (114) |
Changes in operating assets and liabilities: | |||
Accounts receivable | 16,046 | 526 | (16,050) |
Prepaid expenses and other assets | (841) | (835) | (3,459) |
Accounts payable | (1,554) | (465) | 3,845 |
Accrued expenses and other liabilities | 9,313 | 6,017 | 4,569 |
Deferred revenue | 7,288 | 71,005 | 79,829 |
Net cash provided by operating activities | 97,728 | 115,205 | 98,575 |
Cash flows from investing activities | |||
Purchases of property and equipment | (73,308) | (107,271) | (103,116) |
Proceeds from sales of marketable securities | 0 | 0 | 1,614 |
Payments for asset acquisitions | (1,150) | (60) | 0 |
Net cash used in investing activities | (74,458) | (107,331) | (101,502) |
Cash flows from financing activities | |||
Proceeds from credit facility | 0 | 5,000 | 20,000 |
Principal payments on credit facility | (16,094) | (5,656) | (5,875) |
Proceeds from exercise of stock options | 9,244 | 2,984 | 1,373 |
Debt issuance costs | 0 | (124) | (62) |
Payments of capital leases and notes payable | (4,207) | (2,212) | (814) |
Payments of withholding tax on net issuance of restricted stock units | (4,872) | (2,827) | (2,512) |
Payment of holdback consideration | 0 | 0 | (1,600) |
Payments to non-controlling interest | (125) | (286) | (500) |
Purchase of non-controlling interests | 0 | 0 | (1,150) |
Payment of other acquisition related consideration | 0 | 0 | (17) |
Net cash (used in) provided by financing activities | (16,054) | (3,121) | 8,843 |
Effect of exchange rates on cash | (16) | 14 | (47) |
Net increase in cash and cash equivalents | 7,200 | 4,767 | 5,869 |
Cash and cash equivalents at beginning of year | 19,485 | 14,718 | 8,849 |
Cash and cash equivalents at end of year | 26,685 | 19,485 | 14,718 |
Supplemental disclosure of cash flow information | |||
Cash paid for interest | 239 | 418 | 347 |
Cash paid for taxes, net of refunds | 304 | 163 | 62 |
Supplemental disclosure of non-cash investing and financing activities | |||
Property and equipment costs in accounts payable, accrued expenses and other liabilities | 20,554 | 16,976 | 45,417 |
Purchase of equipment and prepaid maintenance services under capital financing arrangements | 7,944 | 6,629 | 3,839 |
Capitalized stock-based compensation included in property and equipment costs | 696 | 727 | 778 |
Purchase of intangible asset | $ 0 | $ 1,150 | $ 0 |
The business
The business | 12 Months Ended |
Dec. 31, 2017 | |
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 partnerships, retail sales, and advertising across these wireless networks. Wholesale offerings include distributed antenna systems ("DAS") or small cells, which are cellular extension networks, carrier offload, Wi-Fi roaming, value-added services, private label Wi-Fi, and location based services. Retail products include Wi-Fi and TV services for military servicemen and women 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 approximately 1.5 million 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 and global consumer brands, as well as troops stationed at military bases and Internet savvy consumers on the go. |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2017 | |
Summary of significant accounting policies | |
Summary of significant accounting policies | 2. Summary of significant accounting policies Basis of presentation and consolidation Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The accompanying consolidated financial statements include our accounts and the accounts of our majority owned subsidiaries. We consolidate our 70% ownership of Chicago Concourse Development Group, LLC and our 75% ownership of Boingo Holding Participacoes Ltda. in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 810, Consolidation . Other parties' interests in consolidated entities are reported as non-controlling interests. All intercompany balances and transactions have been eliminated in consolidation. In January 2017, the FASB issued Accounting Standards Update ("ASU") 2017-04, Intangibles-Goodwill and Other (Topic 350), which simplifies how an entity is required to test goodwill for impairment. An entity will no longer perform a hypothetical purchase price allocation to measure goodwill impairment. Instead, impairment will be measured using the difference between the carrying amount and the fair value of the reporting unit. The standard is effective for interim and annual periods beginning after December 15, 2019 with early adoption permitted for goodwill impairment tests with measurement dates after January 1, 2017. We elected to early adopt ASU 2017-04 as of January 1, 2017 and the adoption of this standard did not have a material impact on our consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), which adds or clarifies guidance to reduce diversity in how certain transactions are classified in the statement of cash flows. The standard is effective for interim and annual periods beginning after December 15, 2017 with early adoption permitted. The standard requires application using a retrospective transition method. We elected to early adopt ASU 2016-15 as of January 1, 2017 and the adoption of this standard did not have a material impact on our consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which simplifies several aspects of the accounting for share-based payments including the following: entities record all excess tax benefits and tax deficiencies as an income tax benefit or expense in the income statement; entities classify excess tax benefits as an operating activity in the statement of cash flows; entities elect an accounting policy to either estimate the number of forfeitures (current U.S. GAAP) or account for forfeitures when they occur; and entities can withhold up to the maximum individual statutory rate without classifying the awards as a liability with the cash paid to satisfy the statutory income tax withholding obligation classified as a financing activity in the statement of cash flows. The standard provides for prospective, retrospective, or modified retrospective adoption of each of the changes, and the standard is effective for public entities for interim and annual periods beginning after December 15, 2016. Early adoption is permitted and we elected to early adopt ASU 2016-09 as of January 1, 2016. As a result of this adoption, we recorded $6,933 and $589 of net deferred tax assets related to our federal and state net operating losses for excess windfall tax benefits, respectively, as of January 1, 2016. We established a full valuation allowance against those deferred tax assets as of January 1, 2016 based on the determination that it was more likely than not that those deferred tax assets would not be realized. We also elected to change our accounting policy to account for forfeitures when they occur on a modified retrospective basis. The change in our accounting policy resulted in a $94 increase to additional paid-in capital and accumulated deficit as of January 1, 2016. In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern, which explicitly requires management to assess an entity's ability to continue as a going concern in connection with each annual and interim period. Management will assess if there is substantial doubt about an entity's ability to continue as a going concern within one year of the date the financial statements are issued. Disclosures will be required if conditions give rise to substantial doubt. The standard will be effective for the first annual period ending after December 15, 2016. Early adoption is permitted. We adopted this standard effective December 31, 2016. This standard did not have a material impact on our consolidated financial statements. Use of estimates The preparation of accompanying consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the accompanying consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Assets and liabilities which are subject to significant judgment and the use of estimates include the allowance for doubtful accounts, recoverability of goodwill and long-lived assets, valuation allowances with respect to deferred tax assets, uncertain tax positions, useful lives associated with property and equipment, valuation and useful lives of intangible assets, 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 and accounts receivable. We maintain our cash and cash equivalents with institutions with high credit ratings. We extend credit based upon the evaluation of the customer's financial condition and generally collateral is not required. We maintain an allowance for doubtful accounts based upon expected collectability of accounts receivable. We primarily estimate our allowance for doubtful accounts based on a specific review of significant outstanding accounts receivable. For the year ended December 31, 2017, four customers accounted for 44% of total revenue. For the year ended December 31, 2016, two customers accounted for 23% of total revenue. For the year ended December 31, 2015, one customer accounted for 17% of total revenue. At December 31, 2017, three customers accounted for 19%, 17% and 13% of the total accounts receivable, respectively. At December 31, 2016, three customers accounted for 26%, 18% and 17% of the total accounts receivable, respectively. Cash and cash equivalents Cash and cash equivalents include highly liquid investments that are readily convertible into known amounts of cash with original maturities of three months or less when acquired. At December 31, 2017 and 2016, cash equivalents consisted of money market funds. Fair value of financial instruments Fair value is defined as the price that would be received from selling an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, we consider the principal or most advantageous market in which it would transact, and we consider assumptions that market participants would use when pricing the asset or liability. The accounting guidance for fair value measurement also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows: • Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. • Level 2—Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amount reflected in the accompanying consolidated balance sheets for cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, other assets, accounts payable, accrued expenses and other liabilities, and deferred revenue 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. The Company's cost basis includes property and equipment acquired in business combinations that were initially recorded at fair value as of the date of acquisition. Maintenance and repairs are charged to expense as incurred and the cost of additions and betterments that increase the useful lives of the assets are capitalized. Depreciation and amortization is computed over the estimated useful lives of the related asset type using the straight-line method. The estimated useful lives for property and equipment are as follows: Software 2 to 5 years Computer equipment 3 to 5 years Furniture, fixtures and office equipment 3 to 5 years Leasehold improvements The shorter of the estimated useful life or the remaining term of the agreements, generally ranging from 2 to 18 years Leasehold improvements are principally comprised of network equipment located at various managed and operated locations, primarily airports, under exclusive, long-term, non-cancelable contracts to provide wireless communication network access. 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. Equipment and software under capital lease We lease certain data communications equipment, other equipment and software under capital lease agreements. The assets and liabilities under capital lease are recorded at the lesser of the present value of aggregate future minimum lease payments, including estimated bargain purchase options, or the fair value of the asset under lease. Assets under capital lease are depreciated using the straight-line method over the estimated useful lives of the assets or the term of the lease agreements. Software development costs We capitalize costs associated with software developed or obtained for internal use when the preliminary project stage is completed and it is determined that the software will provide significantly enhanced capabilities and modifications. These capitalized costs are included in property and equipment and include external direct cost of services procured in developing or obtaining internal-use software and personnel and related expenses for employees who are directly associated with, and who devote time to internal-use software projects. Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended use. Once the software is ready for its intended use, the costs are amortized over the useful life of the software. Post-configuration training and maintenance costs are expensed as incurred. Long-lived assets Intangible assets consist of acquired venue contracts, technology, advertiser relationships, non-compete agreements and patents and trademarks. We record intangible assets at fair value as of the date of acquisition and amortize these finite-lived assets over the shorter of the contractual life or the estimated useful life on a straight-line basis. We estimate the useful lives of acquired intangible assets based on factors that include the planned use of each acquired intangible asset, the expected pattern of future cash flows to be derived from each acquired intangible asset and contractual periods specified in the related agreements. As such, we account for each of the venue contracts individually. We include amortization of acquired intangibles in amortization of intangible assets in the accompanying consolidated statements of operations. We perform an impairment review of long-lived assets held and used whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors we consider important that could trigger an impairment review include, but are not limited to: significant under-performance relative to projected future operating results, significant changes in the manner of our use of the acquired assets or our overall business and product strategies and significant industry or economic trends. When we determine that the carrying value of a long-lived asset may not be recoverable based upon the existence of one or more of these indicators, we determine the recoverability by comparing the carrying amount of the asset to net future undiscounted cash flows that the asset is expected to generate or other indices of fair value. We would then recognize an impairment charge equal to the amount by which the carrying amount exceeds the fair market value of the asset. Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in connection with the acquisition of Concourse Communication Group, LLC in June 2006, Cloud 9 Wireless, Inc. in August 2012, Endeka Group, Inc. in February 2013, and Electronic Media Systems, Inc. and Advanced Wireless Group, LLC in October 2013. We test goodwill for impairment in accordance with guidance provided by FASB ASC 350, Intangibles—Goodwill and Other . Goodwill is tested for impairment at least annually at the reporting unit level or whenever events or changes in circumstances indicate that goodwill might be impaired. Events or changes in circumstances which could trigger an impairment review include a significant adverse change in legal factors or in the business climate, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, significant changes in the manner of our use of the acquired assets or the strategy for our overall business, significant negative industry or economic trends, or significant underperformance relative to expected historical or projected future results of operations. We perform our impairment test annually as of December 31st. Entities have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the 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. Currently, we have one reporting unit, one operating segment and one reportable segment. At December 31, 2017 and 2016, all of the goodwill was attributed to our reporting unit. We tested our goodwill for impairment using a market based approach and no impairment was identified as the fair value of our reporting unit was substantially in excess of its carrying amount. To date, we have not recorded any goodwill impairment charges. Revenue recognition We generate revenue from several sources including: (i) DAS customers that are telecom operators under long-term contracts for access to our DAS at our managed and operated locations, (ii) military and retail customers under subscription plans for month-to-month network access that automatically renew, and military and retail single-use access from sales of hourly, daily or other single-use access plans, (iii) arrangements with wholesale Wi-Fi customers that provide software licensing, network access, and/or professional services fees, and (iv) display advertisements and sponsorships on our walled garden sign-in pages. Software licensed by our wholesale platform services customers can only be used during the term of the service arrangements and has no utility to them upon termination of the service arrangement. We recognize revenue when an arrangement exists, services have been rendered, fees are fixed or determinable, no significant obligations remain related to the earned fees and collection of the related receivable is reasonably assured. Revenue is presented net of any sales and value added taxes. Revenue generated from access to our DAS networks consists of build-out fees and recurring access fees under certain long-term contracts with telecom operators. Build-out fees paid upfront are generally deferred and recognized ratably over the term of the estimated customer relationship period, once the build-out is complete. Periodically, we install and sell Wi-Fi and DAS networks to customers where we do not have service contracts or remaining obligations beyond the installation of those networks and we recognize build-out fees for such projects as revenue when the installation work is completed and the network has been accepted by the customer. Minimum monthly access fees for usage of the DAS networks are non-cancellable and generally escalate on an annual basis. These minimum monthly access fees are recognized ratably over the term of the telecom operator agreement. The initial term of our contracts with telecom operators generally range from five to twenty years and the agreements generally contain renewal clauses. Revenue from DAS network access fees in excess of the monthly minimums is recognized when earned. Subscription fees from military and retail customers are paid monthly in advance and revenue is deferred for the portions of monthly recurring subscription fees collected in advance. We provide refunds for our military and retail services on a case-by-case basis. These amounts are not significant and are recorded as contra-revenue in the period the refunds are made. Subscription fee revenue is recognized ratably over the subscription period. Revenue generated from military and retail single-use access is recognized when access is provided. Services provided to wholesale Wi-Fi partners generally contain several elements including: (i) a term license to use our software to access our Wi-Fi network, (ii) access fees for Wi-Fi network usage, and/or (iii) professional services for software integration and customization and to maintain the Wi-Fi service. The term license, monthly minimum network access fees and professional services are billed on a monthly basis based upon predetermined fixed rates. Once the term license for integration and customization are delivered, the fees from the arrangement are recognized ratably over the remaining term of the service arrangement. The initial term of the license agreements is generally between one to three years and the agreements generally contain renewal clauses. Revenue for Wi-Fi network access fees in excess of the monthly minimum amounts is recognized when earned. All elements within existing service arrangements are generally delivered and earned concurrently throughout the term of the respective service arrangement. In instances where the minimum monthly Wi-Fi and DAS network access fees escalate over the term of the wholesale service arrangement, an unbilled receivable is recognized when performance is within our control and when we have reasonable assurance that the unbilled receivable balance will be collected. We adopted the provisions of ASU 2009-13, Revenue Recognition (Topic 605)—Multiple-Deliverable Revenue Arrangements , on a prospective basis on January 1, 2011. For multiple-deliverable arrangements entered into prior to January 1, 2011 that are accounted for under ASC 605-25, Revenue Recognition—Multiple-Deliverable Revenue Arrangements , we defer recognition of revenue for the full arrangement and recognize all revenue ratably over the term of the estimated customer relationship period for DAS arrangements and the wholesale service period for Wi-Fi platform service arrangements, as we do not have evidence of fair value for the undelivered elements in the arrangement. For multiple-deliverable arrangements entered into or materially modified after January 1, 2011 that are accounted for under ASC 605-25, we evaluate whether or not separate units of accounting exist and then allocate the arrangement consideration to all units of accounting based on the relative selling price method using estimated selling prices if vendor specific objective evidence and third party evidence is not available. We recognize the revenue associated with the separate units of accounting upon completion of such services or ratably over the term of the estimated customer relationship period for DAS arrangements and the wholesale service period for Wi-Fi platform service arrangements. Advertising revenue is generated from advertisements on our managed and operated or partner networks. In determining whether an arrangement exists, we ensure that a binding arrangement is in place, such as a standard insertion order or a fully executed customer-specific agreement. Obligations pursuant to our advertising revenue arrangements typically include a minimum number of units or the satisfaction of certain performance criteria. Advertising and other revenue is recognized when the services are performed. Foreign currency translation Our Brazilian subsidiary uses the Brazilian Real as its functional currency. Assets and liabilities of our Brazilian subsidiary are translated to U.S. dollars at period-end rates of exchange, and revenues and expenses are translated at average exchange rates prevailing for each month. The resulting translation adjustments are made directly to a separate component of other comprehensive loss, which is reflected in stockholders' equity in our consolidated balance sheets. As of December 31, 2017 and December 31, 2016, the Company had $(898) and $(870), respectively, of cumulative foreign currency translation adjustments, net of tax, which was $0 as of December 31, 2017 and December 31, 2016 due to the full valuation allowance established against our deferred tax assets, in accumulated other comprehensive loss. Some of our subsidiaries also enter into transactions and have monetary assets and liabilities that are denominated in a currency other than the entities' respective functional currencies. Gains and losses from the revaluation of foreign currency transactions and monetary assets and liabilities are included in the consolidated statements of operations. Network access Network access costs consist primarily of revenue share payments to venue owners where our managed and operated hotspots are located, usage-based fees to our roaming network partners for access to their networks, depreciation of equipment related to network build-out projects in our managed and operated locations, and bandwidth and other Internet connectivity expenses in our managed and operated locations. Advertising, marketing and promotion costs Advertising production costs are expensed the first time the advertisement is run. No advertising production costs were capitalized for the years ended December 31, 2017, 2016 and 2015. All other costs of advertising, marketing and promotion are expensed as incurred. Advertising expenses charged to operations totaled $2,245, $1,925 and $1,703 for the years ended December 31, 2017, 2016 and 2015, respectively. Stock-based compensation Our stock-based compensation consists of stock options, and restricted stock units ("RSU") granted to employees and non-employees. We have shifted our stock-based compensation from stock options to RSUs and no stock options have been granted since 2014. We recognize stock-based compensation expense in accordance with guidance provided by FASB ASC 718, Compensation—Stock Compensation . We measure employee stock-based compensation cost at grant date, based on the estimated fair value of the award and recognize the cost on a straight-line basis, net of forfeitures, over the employee requisite service period. We estimate the fair value of stock options using a Black-Scholes option pricing model. The model requires input of assumptions regarding expected term, expected volatility, dividend yield, and a risk-free interest rate. As stock-based compensation expense recognized in our accompanying consolidated statements of operations is based on awards ultimately expected to vest, the amount has been reduced for forfeitures. We early adopted the provisions of ASU 2016-09 on January 1, 2016 and elected to change our accounting policy to account for forfeitures when they occur on a modified retrospective basis. Prior to January 1, 2016, ASC 718 required forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures were estimated based on our historical experience and future expectations. Compensation expense for non-employee stock-based awards is recognized in accordance with ASC 718 and FASB ASC 505, Equity . Stock option awards issued to non-employees are accounted for at fair value using the Black-Scholes option pricing model. Management believes that the fair value of the stock options is more reliably measured than the fair value of the services received. We record compensation expense based on the then-current fair value of the stock options at each financial reporting date. Compensation recorded during the service period is adjusted in subsequent periods for changes in the stock options' fair value until the earlier of the date at which the non-employee's performance is complete or a performance commitment is reached, which is generally when the stock award vests. Income taxes We account for income taxes in accordance with FASB ASC 740, Accounting for Income Taxes , which requires the recognition of deferred tax assets and liabilities for the future consequences of events that have been recognized in our accompanying consolidated financial statements or tax returns. The measurement of the deferred items is based on enacted tax laws. In the event the future consequences of differences between financial reporting bases and the tax bases of our assets and liabilities result in a deferred tax asset, ASC 740 requires an evaluation of the probability of being able to realize the future benefits indicated by such asset. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion or the entire deferred tax asset will not be realized. As part of the process of preparing our accompanying consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. We also assess temporary differences resulting from differing treatment of items, such as deferred revenue, for tax and accounting differences. We record a valuation allowance to reduce the deferred tax assets to the amount of future tax benefit that is more likely than not to be realized. ASC 740 prescribes a recognition threshold and measurement methodology to recognize and measure an income tax position taken, or expected to be taken, in a tax return. The evaluation of a tax position is based on a two-step approach. The first step requires an entity to evaluate whether the tax position would "more likely than not" be sustained upon examination by the appropriate taxing authority. The second step requires the tax position be measured at the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement. In addition, previously recognized benefits from tax positions that no longer meet the new criteria would no longer be recognized. Changes in recognition or measurement are reflected in the period in which the change occurs. Non-controlling interests Non-controlling interests are comprised of minority holdings in Chicago Concourse Development Group, LLC ("CCDG") and Boingo Holding Participacoes Ltda ("BHPL"). Under the terms of the LLC agreement for CCDG, we are generally required to distribute annually to the CCDG non-controlling interest holders 30% of allocated net profits less capital expenditures of the preceding year. For the years ended December 31, 2017, 2016 and 2015, we made distributions of $125, $286 and $500, 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, 2017, 2016 and 2015, we made no distributions to the non-controlling interest holder of BHPL. 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. Our common stockholders are not entitled to receive any dividends. Segment and geographic information We operate as one reportable segment; a service provider of wireless connectivity solutions across our managed and operated network and aggregated network for mobile devices such as laptops, smartphones, tablets and other wireless-enabled consumer devices. This single segment is consistent with the internal organization structure and the manner in which operations are reviewed and managed by our Chief Executive Officer, the chief operating decision maker. All significant long-lived tangible assets are held in the United States of America. We do not disclose sales by geographic area because to do so would be impracticable. The following is a summary of our revenue by primary revenue source: Year Ended December 31, 2017 2016 2015 Revenue: DAS $ $ $ Military Wholesale—Wi-Fi Retail Advertising and other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total revenue $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Recent accounting pronouncements In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting , which provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity applies modification accounting under ASC 718. According to the new standard, an entity would not apply modification accounting if the fair value, vesting conditions and classification of the modified award is the same as the original award immediately before the original award is modified. The standard is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted for all entities. The standard will be applied prospectively to modifications that occur on or after the adoption date. We currently do not expect that this standard will have a material impact on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which requires lessees to recognize assets and liabilities for all leases with lease terms of more than 12 months on the balance sheet. Under the new guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will depend on its classification as a finance or operating lease. The |
Cash and cash equivalents
Cash and cash equivalents | 12 Months Ended |
Dec. 31, 2017 | |
Cash and cash equivalents | |
Cash and cash equivalents | 3. Cash and cash equivalents Cash and cash equivalents consisted of the following: December 31, 2017 2016 Cash and cash equivalents: Cash $ $ Money market accounts ​ ​ ​ ​ ​ ​ ​ ​ Total cash and cash equivalents $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the years ended December 31, 2017, 2016 and 2015, interest income was $17, $8 and $66, respectively, which is included in interest and other expense, net in the accompanying consolidated statements of operations. |
Accounts receivables, net and o
Accounts receivables, net and other receivables | 12 Months Ended |
Dec. 31, 2017 | |
Accounts receivables, net and other receivables | |
Accounts receivables, net and other receivables | 4. Accounts receivables, net and other receivables Accounts receivable, net of allowances for doubtful accounts and other receivables consisted of the following: December 31, 2017 2016 Trade receivables, net of allowances $ $ Unbilled access fees Unbilled platform service arrangements ​ ​ ​ ​ ​ ​ ​ ​ Accounts receivable, net $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unbilled access fees $ $ Unbilled platform service arrangements ​ ​ ​ ​ ​ ​ ​ ​ Non-current other receivables $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Access fees are recorded under long-term contracts with our wholesale partners that are telecom operators for access to our DAS at our managed and operated locations. Platform service fees are recorded under long-term contracts with our wholesale Wi-Fi partners. These access and platform service fees escalate on an annual basis from which we receive fixed contractual payments and recognize revenue ratably over the term of the contracts. Included in accounts receivables, net for the periods indicated was the allowance for doubtful accounts, which consisted of the following: Allowance for Balance, December 31, 2014 $ Additions charged to operations Deductions from reserves, net ) ​ ​ ​ ​ ​ Balance, December 31, 2015 Additions charged to operations Deductions from reserves, net ) ​ ​ ​ ​ ​ Balance, December 31, 2016 Additions charged to operations Deductions from reserves, net ) ​ ​ ​ ​ ​ Balance, December 31, 2017 $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Accrued expenses and other liab
Accrued expenses and other liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Accrued expenses and other liabilities | |
Accrued expenses and other liabilities | 5. Accrued expenses and other liabilities Accrued expenses and other liabilities consisted of the following: December 31, 2017 2016 Accrued construction in progress $ $ Accrued customer liabilities Revenue share Salaries and wages Accrued professional fees Accrued taxes Accrued partner network Other ​ ​ ​ ​ ​ ​ ​ ​ Total accrued expenses and other liabilities $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Property and equipment
Property and equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property and equipment | |
Property and equipment | 6. Property and equipment The following is a summary of property and equipment, at cost less accumulated depreciation and amortization: December 31, 2017 2016 Leasehold improvements $ $ Software Construction in progress Computer equipment Furniture, fixtures and office equipment ​ ​ ​ ​ ​ ​ ​ ​ Total property and equipment Less: accumulated depreciation and amortization ) ) ​ ​ ​ ​ ​ ​ ​ ​ Total property and equipment, net $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Included in property and equipment at December 31, 2017 and 2016 was equipment acquired under capital leases totaling $12,714 and $8,780, respectively, and related accumulated depreciation and amortization of $3,744 and $2,352, respectively. Depreciation and amortization expense, which includes depreciation and amortization for property and equipment under capital leases, is allocated on a specific identification basis as follows on the accompanying consolidated statements of operations: For the Years Ended 2017 2016 2015 Network access $ $ $ Network operations Development and technology General and administrative ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total depreciation and amortization of property and equipment $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ During the years ended December 31, 2017, 2016, and 2015 we recognized $882, $54, and $215, respectively, of impairment losses primarily related to construction in progress projects that were abandoned. During the year ended December 31, 2017, we also recognized $276 of losses on disposals of property and equipment. |
Intangible assets
Intangible assets | 12 Months Ended |
Dec. 31, 2017 | |
Intangible assets | |
Intangible assets | 7. Intangible assets The following table sets forth the changes in our intangible assets balance, for all periods presented: Intangible Balance, December 31, 2015 $ Additions Amortization expense ) Impairment loss ) ​ ​ ​ ​ ​ Balance, December 31, 2016 Amortization expense ) ​ ​ ​ ​ ​ Balance, December 31, 2017 $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ In November 2016, we acquired a caching technology intangible asset for $1,250 which was valued at the date of acquisition based on Level 3 inputs. $1,150 of the purchase price was paid in January 2017. The identifiable intangible asset was valued at fair value at $1,210 using the cost savings and replacement cost methods using a discount rate of 20%. The remaining purchase price was expensed as it related to the settlement of a pre-existing contractual relationship. The caching technology has an estimated useful life of 4 years. During 2016 we recorded impairment losses for certain patent applications that we abandoned. Intangible assets at December 31, 2017 consist of the following: Historical Accumulated Net Venue contracts $ $ ) $ Non-compete agreements ) Technology ) Patents, trademarks and other ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Intangible assets at December 31, 2016 consist of the following: Historical Accumulated Net Venue contracts $ $ ) $ Non-compete agreements ) Technology ) Advertiser relationships ) Patents, trademarks and other ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The decrease in our intangible assets cost and accumulated amortization balances from 2016 to 2017 related to the write-off of intangible assets that have expired. Amortization expense for fiscal years 2018 through 2022 and thereafter is as follows: Year Amortization 2018 $ 2019 2020 2021 2022 Thereafter ​ ​ ​ ​ ​ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Fair value measurement
Fair value measurement | 12 Months Ended |
Dec. 31, 2017 | |
Fair value measurement | |
Fair value measurement | 8. Fair value measurement The following table sets forth our financial assets that are measured at fair value on a recurring basis: At December 31, 2017 Level 1 Level 2 Level 3 Total Assets: Money market accounts $ $ — $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets $ $ — $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At December 31, 2016 Level 1 Level 2 Level 3 Total Assets: Money market accounts $ $ — $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets $ $ — $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Stockholders' equity
Stockholders' equity | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' equity | |
Stockholders' equity | 9. Stockholders' equity At December 31, 2017 and 2016, 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. Refer to Note 14 for a discussion of the 2011 Plan amendments. The amount of such shares of common stock reserved for these purposes is as follows: December 31, December 31, (in thousands) Outstanding stock options under the 2001 Plan Outstanding stock options under the 2011 Plan Outstanding RSUs under the 2011 Plan Shares available for grant under the 2011 Plan ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Credit Facility
Credit Facility | 12 Months Ended |
Dec. 31, 2017 | |
Credit Facility | |
Credit Facility | 10. Credit Facility We have entered into a Credit Agreement (the "Credit Agreement") and related agreements, as amended, with Bank of America, N.A. acting as agent for lenders named therein, including Bank of America, N.A., Silicon Valley Bank, and Citizens Bank, N.A. (the "Lenders"), for a secured credit facility in the form of a revolving line of credit of up to $69,750, which was increased from $46,500 in February 2016, with an option to increase the available amount to $86,500 upon the satisfaction of certain conditions (the "Revolving Line of Credit") and a term loan of $3,500 (the "Term Loan" and together with the Revolving Line of Credit, the "Credit Facility"). We may use borrowings under the credit facility for general working capital and corporate purposes. In general, amounts borrowed under the Credit Facility are secured by a lien against all of our assets, with certain exclusions. As of December 31, 2017 and 2016, $0 and $15,000, respectively, was outstanding under the Revolving Line of Credit. The Revolving Line of Credit requires quarterly payments of interest and matures on November 21, 2018, but may be prepaid in whole or part at any time. Amounts borrowed under the Revolving Line of Credit and Term Loan will bear, at the Company's election, a variable interest at LIBOR plus 2.5% - 3.5% or Lender's Prime Rate plus 1.5% - 2.5% per year and we will pay a fee of 0.375% - 0.5% per year on any unused portion of the Revolving Line of Credit. As of December 31, 2017 and 2016, $875 and $1,969, respectively, was outstanding under the Term Loan. The Term Loan requires quarterly payments of interest and principal, amortizing fully over the four-year-term such that it is repaid in full on the maturity date of November 21, 2018, but may be prepaid in whole or part at any time. Repayment of amounts borrowed under the Credit Facility may be accelerated in the event that we are in violation of the representations, warranties and covenants made in the Credit Agreement, including certain financial covenants set forth therein, and under other specified default events including, but not limited to, non-payment or inability to pay debt, breach of cross default provisions, insolvency provisions, and change of control. The Company is subject to customary financial and non-financial covenants, including a minimum quarterly consolidated leverage ratio, a maximum quarterly consolidated fixed charge coverage ratio, and monthly liquidity minimums. The Company was in compliance with all financial covenants as of December 31, 2017. The Company incurred $124 of additional debt issuance costs in February 2016 and $62 of additional debt issuance costs in August 2015. Debt issuance costs are amortized on a straight-line basis over the term of the Credit Facility. Amortization expense related to debt issuance costs are included in interest and other expense in the accompanying consolidated statements of operations for the years ended December 31, 2017, 2016, and 2015. Amortization and interest expense capitalized amounted to $773, $823, and $648 for the years ended December 31, 2017, 2016, and 2015, respectively. Amortization and interest expense recorded amounted to $187 and $309 for the years ended December 31, 2017 and 2016, respectively. Interest rates for our Credit Facility for the year ended December 31, 2017 ranged from 3.5% to 3.8%, and the interest rate was 3.8% at December 31, 2017. As of December 31, 2017 and 2016, the carrying amount reflected in the accompanying consolidated balance sheets for the current portion of long-term debt and long-term debt approximates fair value (Level 2) based on the variable nature of the interest rates and lack of significant change in our credit risk. |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income taxes | |
Income taxes | 11. Income taxes The income tax (benefit) expense by jurisdiction consists of the following for the years ended December 31: 2017 2016 2015 U.S. federal: Current $ ) $ $ Deferred ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total U.S. federal $ ) $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. state and local: Current $ $ $ Deferred ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total U.S. state and local $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income taxes differ from the amounts computed by applying the U.S. federal income tax rate to pretax income before income taxes as a result of the following for the years ended December 31: 2017 2016 2015 Federal statutory rate % % % State and local Foreign rate differential ) ) ) Stock options ) ) Excess tax benefits from stock-based compensation — Non-controlling interests Valuation allowance ) ) ) Uncertain tax positions ) ) Effect of U.S. tax reform law changes — — Other ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income taxes % )% )% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ We have a foreign subsidiary in the United Kingdom, which has generated losses since inception resulting in a $1,856 deferred tax asset with a corresponding valuation allowance as of December 31, 2017. We also have a majority owned foreign subsidiary in Brazil, which has generated losses since inception resulting in a $521 deferred tax asset with a corresponding valuation allowance as of December 31, 2017. Foreign loss before income taxes was $1,268, $856, and $1,381 for 2017, 2016, and 2015, respectively. Deferred income tax reflects the tax effects of temporary differences that gave rise to significant portions of our deferred tax assets and liabilities and consisted of the following for the years ended December 31: 2017 2016 Deferred tax assets: Net operating loss carryforwards $ $ Outside basis differences for U.S. partnerships Stock options Deferred revenue Deferred compensation State taxes Other Valuation allowance ) ) ​ ​ ​ ​ ​ ​ ​ ​ Net deferred tax assets Deferred tax liabilities: Intangible assets ) ) Property and equipment ) ) ​ ​ ​ ​ ​ ​ ​ ​ Net deferred tax liabilities ) ) ​ ​ ​ ​ ​ ​ ​ ​ Net deferred taxes $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ In December 2017, the Tax Cuts and Jobs Act ("TCJA") was enacted in the U.S. TCJA amended the Internal Revenue Code of 1986 and included the following key provisions, which are generally effective for tax years beginning after December 31, 2017, that are determined to have a significant impact on our effective tax rate: • Reduction of the corporate federal tax rate to 21%; • Permanent repeal of the alternative minimum tax regime with refunds of excess carryforwards; • For any net operating losses ("NOLs") generated in tax years beginning after December 31, 2017, repeals carryback ability but permits indefinite carryforward subject to a limitation of utilization to 80% of taxable income; • For executive compensation in excess of $1 million, changes covered employees to principal executive officer, principal financial officer, and three other highest paid officers; eliminates the "last day of the tax year" language for determination of a covered employee; removes exceptions for commissions and performance-based compensation; and employees that are covered persons remain covered persons for all future years; • Permits 100% bonus depreciation for eligible property placed in-service after September 27, 2017 and before January 1, 2023; • Disallows interest expense in excess of 30% of adjusted taxable income, which excludes deductions for depreciation, amortization, or depletion for taxable years beginning after December 31, 2017 and before January 1, 2022 only, but permits indefinite carryforward; and • Expands income exclusions and/or deduction limitations for certain fringe benefits that we may offer to our employees. We have completed our assessment of the impact of TCJA on our consolidated financial statements as of December 31, 2017 and have recorded the impact of the enactment of TCJA in our consolidated financial statements for the year ended December 31, 2017. In 2017, we recorded a $1,274 income tax benefit resulting from the reduction of the corporate federal tax rate as well as a $1,766 income tax benefit provided by the indefinite carryforward of NOLs, which are expected to be available to recover our deferred tax liabilities that have an indefinite reversal pattern. As noted above, we adopted ASU 2016-09 as of January 1, 2016. As a result of the adoption of ASU 2016-09, excess windfall tax benefits and tax deficiencies related to our stock option exercises and RSU vestings are recognized as an income tax benefit or expense in our consolidated statements of operations in the period they are deducted on the income tax return. Prior to January 1, 2016, excess windfall tax benefits were not included as components of gross deferred tax assets and corresponding valuation allowance disclosures, as tax attributes related to those windfall tax benefits were not recognized until they resulted in a reduction of taxes payable. 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, 2017 and 2016, we had federal net operating loss carryforwards of approximately $82,461 and $55,780, respectively, state net operating loss carryforwards of approximately $73,934 and $56,006, respectively, and foreign net operating loss carryforwards of $10,811 and $9,672, 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 Balance, December 31, 2014 $ Additions charged to operations Decrease credited to operations — ​ ​ ​ ​ ​ Balance, December 31, 2015 Additions charged to operations Decrease credited to operations — ​ ​ ​ ​ ​ Balance, December 31, 2016 Additions charged to operations Effect of U.S. tax reform law changes ) Decrease credited to operations — ​ ​ ​ ​ ​ Balance, December 31, 2017 $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ In reaching the determination of the valuation allowance, we have evaluated all significant available positive and negative evidence including, but not limited to, our three year cumulative results, trends in our business, expected future results and the character, amount and expiration periods of our net deferred tax assets. The underlying assumptions we used in forecasting future income required significant judgment and took into account our recent performance. 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, 2017, 2016, and 2015. 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, 2017, we had $0 in uncertain tax positions. As of December 31, 2016, we had $380 in uncertain tax positions, $84 of which is a reduction to deferred tax assets, which is presented net of uncertain tax positions, in the accompanying consolidated balance sheets. We accrue interest and penalties related to unrecognized tax benefits as a component of income taxes. As of December 31, 2016, we had accrued $67 for related interest, net of federal income tax benefits, and penalties recorded in income tax expense on our consolidated statements of operations. A reconciliation of our unrecognized tax benefits, excluding interest and penalties, is as follows: Uncertain Balance, December 31, 2015 and 2016 $ Additions for current period tax positions — Reversals during the current period ) ​ ​ ​ ​ ​ Balance, December 31, 2017 $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Our annual income taxes and the determination of the resulting deferred tax assets and liabilities involve a significant amount of judgment. Our judgments, assumptions and estimates relative to current income taxes take into account current tax laws, their interpretation of current tax laws and possible outcomes of current and future audits conducted by foreign and domestic tax authorities. We operate within federal, state and international taxing jurisdictions and are subject to audit in these jurisdictions. These audits can involve complex issues which may require an extended period of time to resolve. We are subject to taxation in the United States and in various states. Our tax years 2014 and forward are subject to examination by the IRS and our tax years 2013 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. We are currently subject to examination by the IRS for our 2015 tax year. Although the ultimate outcome is unknown, we believe that any adjustments that may result from examination is not likely to have a material adverse effect on our consolidated results of operations, financial position or cash flows. |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and contingencies | |
Commitments and contingencies | 12. Commitments and contingencies Capital leases, notes payable, and operating leases We lease space in managed and operated locations, primarily airports, under exclusive long-term, non-cancellable contracts to provide Wi-Fi connectivity and cellular phone access to our DAS network. Our leases generally contain initial terms that range up to 20 years. The agreements generally contain renewal clauses and may include escalation clauses. Minimum rent expense is recorded on a straight-line basis over the term of the lease. Rent expense related to our leases for the years ended December 31, 2017, 2016 and 2015 was $32,637, $27,140 and $25,099, respectively. We lease equipment, primarily data communication equipment and database software under non-cancellable capital leases that will expire over the next three years. The leases are collateralized by the equipment under the lease. We also purchase data communication equipment under financing arrangements with a non-related third party. Our agreements are collateralized by the equipment and generally contain three year terms. Interest expense associated with these capital financing arrangements for the years ended December 31, 2017, 2016 and 2015 was $302, $158 and $58, respectively. We also lease office space under non-cancellable operating leases and our long-term office leases may include escalation clauses, rent holidays, and/or leasehold improvement incentives. Rent expense for our leases of office facilities, which is recorded on a straight-line basis over the term of the lease, for the years ended December 31, 2017, 2016 and 2015 was $2,936, $2,993 and $2,995, respectively. Future minimum obligations under non-cancellable operating and capital leases and notes payable at December 31, 2017 are as follows: Years ended December 31, Capital Operating 2018 $ $ 2019 2020 2021 — 2022 — Thereafter — ​ ​ ​ ​ ​ ​ ​ ​ Minimum lease payments $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less: Amounts representing interest ranging from 2.0% to 7.7% ) ​ ​ ​ ​ ​ ​ ​ ​ Minimum lease payments $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current portion $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-current portion $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2017 and 2016, the carrying amount reflected in the accompanying consolidated balance sheets for the current portion of capital leases and notes payable of $5,771 and $3,993, respectively, and long-term portion of capital leases and notes payable of $6,747 and $4,612, respectively, approximates fair value (Level 2) based on the lack of significant change in our credit risk. 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, 2017, we have Letters of Credit totaling $8,204 that are scheduled to expire or renew over the next one year period. There have been no drafts drawn under these Letters of Credit as of December 31, 2017. Legal proceedings From time to time, we may be subject to claims, suits, investigations and proceedings arising out of the normal course of business. We are not currently a party to any litigation that we believe could have a material adverse effect on our business, financial position, results of operations or cash flows. Legal costs are expensed as incurred. Indemnification Indemnification provisions in our third-party service provider agreements provide that we will indemnify, hold harmless, and reimburse the indemnified parties on a case-by-case basis for losses suffered or incurred by the indemnified parties in connection with any claim by any third party as a result of our website, advertising, marketing, payment processing, collection or customer service activities. The maximum potential amount of future payments we could be required to make under these indemnification provisions is undeterminable. We have never paid a claim, nor have we been sued in connection with these indemnification provisions. At December 31, 2017 and 2016, 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, 2017, we have entered into employment contracts with ten 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 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 final settlement discussions with our venue partner. As of December 31, 2017, 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, 2017 | |
Stock repurchases | |
Stock repurchases | 13. Stock repurchases On April 1, 2013, the Company approved a stock repurchase program to repurchase up to $10,000 of the Company's common stock in the open market, exclusive of any commissions, markups or expenses. The stock repurchased will be retired and will resume the status of authorized but unissued shares of common stock. The Company did not repurchase any of our common stock during the years ended December 31, 2017, 2016, and 2015. As of December 31, 2017, the remaining approved amount for repurchases was approximately $5,180. |
Stock incentive plans
Stock incentive plans | 12 Months Ended |
Dec. 31, 2017 | |
Stock incentive plans | |
Stock incentive plans | 14. Stock incentive plans In March 2011, our board of directors approved the 2011 Plan. The 2011 Plan provides for the grant of incentive and non-statutory stock options, stock appreciation rights, restricted shares of our common stock, stock units, and performance cash awards. As of January 1 st of each year, the number of shares of common stock reserved for issuance under the 2011 Plan shall automatically be increased by a number equal to the lesser of (a) 4.5% of the total number of shares of common stock then outstanding, (b) 3,000,000 shares of common stock or (c) as determined by our board of directors. As of December 31, 2017, 13,739,820 shares of common stock were reserved for issuance. As of December 31, 2017, options to purchase 5,229,486 shares of common stock and 7,713,459 RSUs have been granted under the 2011 Plan. At the 2015 Annual Meeting of Stockholders held on June 12, 2015, our stockholders approved the following amendments to our 2011 Equity Incentive Plan: (a) termination of the automatic "evergreen" share reserve increase feature after January 2018, so that no additional automatic annual share increases will occur thereafter; (b) remove the discretion to re-price any stock award; (c) implement more conservative "share counting" provisions, so that the following shares will no longer be available for subsequent issuance: (i) shares applied to pay the exercise price of an option, (ii) shares not otherwise issued in connection with the stock settlement of stock appreciation rights, (iii) shares used to satisfy tax withholding obligations relating to any stock award, and (iv) shares reacquired by us using cash proceeds from the exercise of options; and (d) ensure that certain awards are intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code. No further awards will be made under our Amended and Restated 2001 Stock Incentive Plan, and it will be terminated. Options outstanding under the 2001 Plan will continue to be governed by their existing terms. As of December 31, 2017, options to purchase 154,699 shares of common stock were outstanding under the 2001 Plan. The following table summarizes our stock-based compensation expense included in the consolidated statements of operations for 2017, 2016 and 2015: Years ended December 31, 2017 2016 2015 Network operations $ $ $ Development and technology Selling and marketing General and administrative ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total stock-based compensation expense $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the years ended December 31, 2017, 2016, and 2015, we capitalized $696, $727, and $778, respectively, of stock-based compensation expense. Stock option awards We grant stock option awards to both employees and non-employee directors. The grant date for these awards is the same as the measurement date. The stock option awards generally vest over a four-year service period with 25% vesting when the individual completes 12 months of continuous service and the remaining 75% vesting monthly thereafter. These awards are valued as of the measurement date and the stock-based compensation expense, net of forfeitures, is recognized on a straight-line basis over the requisite service period. A summary of the activity for stock option awards for 2017 is presented below: Number of Weighted Weighted-Average Aggregate Outstanding at December 31, 2016 $ $ Exercised ) $ Canceled/forfeited ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding at December 31, 2017 $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercisable at December 31, 2017 $ $ The aggregate intrinsic value in the table above represents the difference between the estimated fair value of our common stock at December 31, 2017 and the option exercise price, multiplied by the number of in-the-money options at December 31, 2017. The intrinsic value changes are based on the estimated fair value of our common stock. Stock options to purchase approximately 1,776,000, 532,000 and 440,000 shares of our common stock were exercised during the years ended December 31, 2017, 2016 and 2015 for cash proceeds of $9,244, $2,984 and $1,373, respectively. The total intrinsic value of stock options exercised for the years ended December 31, 2017, 2016 and 2015 was $20,551, $1,675 and $2,214, respectively. Restricted stock unit awards We grant time-based restricted stock units ("RSUs") to executive and non-executive personnel and non-employee directors. The time-based RSUs granted to executive and non-executive personnel generally vest over a three-year period subject to continuous service on each vesting date. The time-based RSUs for our non-employee directors generally vest over a one-year period for existing members and 25% per year over a four-year period for new members subject to continuous service on each vesting date. We grant performance-based RSUs to executive personnel. These awards vest subject to certain performance objectives based on the Company's revenue growth and/or Adjusted EBITDA growth achieved during the specified performance period and certain long-term service conditions. The maximum number of RSUs that may vest is determined based on actual Company achievement and performance-based RSUs generally vest over a three-year period subject to continuous service on each vesting date. We recognize stock-based compensation expense for performance-based RSUs when we believe that it is probable that the performance objectives will be met. In 2016, our Compensation Committee determined to adjust its practice of making annual long-term equity grants and instead adopted a compensation cycle whereby it granted equity awards to our Chief Executive Officer and Chief Financial Officer covering the number of shares it might otherwise have granted in 2016 through 2018, with "cliff" vesting dates in 2019. These grants were made to focus our Chief Executive Officer and Chief Financial Officer on the Company's overall long-term corporate and strategic goals, eliminate intervening quarterly vesting dates that force them to sell shares in the market to cover taxes triggered upon vesting, and strengthen the Company's ability to retain our senior management team over the next three years. As a result of these larger-than-usual RSU grants, the Compensation Committee does not intend to grant additional equity awards to our Chief Executive Officer and Chief Financial Officer until 2019. A summary of the RSU activity in 2017 is as follows: Number of Weighted Non-vested at December 31, 2016 $ Granted $ Vested ) $ Canceled/forfeited ) $ ​ ​ ​ ​ ​ ​ ​ ​ Non-vested at December 31, 2017 $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ During the year ended December 31, 2017, 974,094 shares of RSUs vested. The Company issued 656,767 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, 2017, the total remaining stock-based compensation expense for unvested RSU awards is $13,391, which is expected to be recognized over a weighted average period of 2.8 years. |
Employee benefit plan
Employee benefit plan | 12 Months Ended |
Dec. 31, 2017 | |
Employee benefit plan | |
Employee benefit plan | 15. 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. Prior to January 1, 2016, the Company's matching contributions to the plan were made at the discretion of the board of directors and vesting in the Company's matching contributions were based on four years of continuous credited service. Effective January 1, 2016, the plan was amended to provide for company matching contributions that are paid each pay period and employees are immediately vested in all of the Company's matching contributions regardless of the employee's length of service with the Company. Employer contributions of $891, $819 and $511 were made to the plan by us in 2017, 2016 and 2015, respectively. |
Net loss per share attributable
Net loss per share attributable to common stockholders | 12 Months Ended |
Dec. 31, 2017 | |
Net loss per share attributable to common stockholders | |
Net loss per share attributable to common stockholders | 16. Net loss per share attributable to common stockholders The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders: Years ended December 31, 2017 2016 2015 (in thousands) Numerator: Net loss attributable to common stockholders, basic and diluted $ ) $ ) $ ) Denominator: Weighted average number of common stock, basic and diluted Net loss per share attributable to common stockholders: Basic and diluted $ ) $ ) $ ) For the years ended December 31, 2017, 2016 and 2015, we excluded all assumed exercises of stock options and the assumed issuance of common stock under RSUs from the computation of diluted net loss per share as the effect would be anti-dilutive due to the net loss for the period. |
Quarterly financial data (unaud
Quarterly financial data (unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly financial data (unaudited) | |
Quarterly financial data (unaudited) | 17. Quarterly financial data (unaudited) Summarized unaudited quarterly financial data for fiscal years 2017 and 2016 are as follows: Quarter Ended 2017 March 31 June 30 September 30 December 31 Revenue $ $ $ $ Loss from operations $ ) $ ) $ ) $ ) Net loss attributable to common stockholders $ ) $ ) $ ) $ ) Basic and diluted loss per share $ ) $ ) $ ) $ ) Quarter Ended 2016 March 31 June 30 September 30 December 31 Revenue $ $ $ $ Loss from operations $ ) $ ) $ ) $ ) Net loss attributable to common stockholders $ ) $ ) $ ) $ ) Basic and diluted loss per share $ ) $ ) $ ) $ ) Losses per share are computed separately for each quarter and the full year using the respective weighted average number of shares. Therefore, the sum of the quarterly losses per share amounts may not equal the annual amounts reported. |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent events | |
Subsequent events | 18. Subsequent events Equity Incentive Plan In February 2018, we granted approximately 44,000 time-based RSUs to certain executive officers that vest quarterly over three years of continuous service and approximately 44,000 performance-based RSUs (assuming at-target achievement) that vest upon achievement of performance objectives through December 31, 2019. 66 2 / 3 % of the performance-based RSUs will vest on a determination date not to exceed March 15, 2020, another 8 1 / 3 % will vest on May 1, 2020, and an additional 8 1 / 3 % will vest quarterly thereafter upon completion of continuous service. We also granted approximately 168,000 time-based RSUs to non-executive personnel that will vest quarterly over three years of continuous service. The grants were made pursuant to our 2011 Plan. |
Summary of significant accoun26
Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Summary of significant accounting policies | |
Basis of presentation and consolidation | Basis of presentation and consolidation Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The accompanying consolidated financial statements include our accounts and the accounts of our majority owned subsidiaries. We consolidate our 70% ownership of Chicago Concourse Development Group, LLC and our 75% ownership of Boingo Holding Participacoes Ltda. in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 810, Consolidation . Other parties' interests in consolidated entities are reported as non-controlling interests. All intercompany balances and transactions have been eliminated in consolidation. In January 2017, the FASB issued Accounting Standards Update ("ASU") 2017-04, Intangibles-Goodwill and Other (Topic 350), which simplifies how an entity is required to test goodwill for impairment. An entity will no longer perform a hypothetical purchase price allocation to measure goodwill impairment. Instead, impairment will be measured using the difference between the carrying amount and the fair value of the reporting unit. The standard is effective for interim and annual periods beginning after December 15, 2019 with early adoption permitted for goodwill impairment tests with measurement dates after January 1, 2017. We elected to early adopt ASU 2017-04 as of January 1, 2017 and the adoption of this standard did not have a material impact on our consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), which adds or clarifies guidance to reduce diversity in how certain transactions are classified in the statement of cash flows. The standard is effective for interim and annual periods beginning after December 15, 2017 with early adoption permitted. The standard requires application using a retrospective transition method. We elected to early adopt ASU 2016-15 as of January 1, 2017 and the adoption of this standard did not have a material impact on our consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which simplifies several aspects of the accounting for share-based payments including the following: entities record all excess tax benefits and tax deficiencies as an income tax benefit or expense in the income statement; entities classify excess tax benefits as an operating activity in the statement of cash flows; entities elect an accounting policy to either estimate the number of forfeitures (current U.S. GAAP) or account for forfeitures when they occur; and entities can withhold up to the maximum individual statutory rate without classifying the awards as a liability with the cash paid to satisfy the statutory income tax withholding obligation classified as a financing activity in the statement of cash flows. The standard provides for prospective, retrospective, or modified retrospective adoption of each of the changes, and the standard is effective for public entities for interim and annual periods beginning after December 15, 2016. Early adoption is permitted and we elected to early adopt ASU 2016-09 as of January 1, 2016. As a result of this adoption, we recorded $6,933 and $589 of net deferred tax assets related to our federal and state net operating losses for excess windfall tax benefits, respectively, as of January 1, 2016. We established a full valuation allowance against those deferred tax assets as of January 1, 2016 based on the determination that it was more likely than not that those deferred tax assets would not be realized. We also elected to change our accounting policy to account for forfeitures when they occur on a modified retrospective basis. The change in our accounting policy resulted in a $94 increase to additional paid-in capital and accumulated deficit as of January 1, 2016. In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern, which explicitly requires management to assess an entity's ability to continue as a going concern in connection with each annual and interim period. Management will assess if there is substantial doubt about an entity's ability to continue as a going concern within one year of the date the financial statements are issued. Disclosures will be required if conditions give rise to substantial doubt. The standard will be effective for the first annual period ending after December 15, 2016. Early adoption is permitted. We adopted this standard effective December 31, 2016. This standard did not have a material impact on our consolidated financial statements. |
Use of estimates | Use of estimates The preparation of accompanying consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the accompanying consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Assets and liabilities which are subject to significant judgment and the use of estimates include the allowance for doubtful accounts, recoverability of goodwill and long-lived assets, valuation allowances with respect to deferred tax assets, uncertain tax positions, useful lives associated with property and equipment, valuation and useful lives of intangible assets, 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 and accounts receivable. We maintain our cash and cash equivalents with institutions with high credit ratings. We extend credit based upon the evaluation of the customer's financial condition and generally collateral is not required. We maintain an allowance for doubtful accounts based upon expected collectability of accounts receivable. We primarily estimate our allowance for doubtful accounts based on a specific review of significant outstanding accounts receivable. For the year ended December 31, 2017, four customers accounted for 44% of total revenue. For the year ended December 31, 2016, two customers accounted for 23% of total revenue. For the year ended December 31, 2015, one customer accounted for 17% of total revenue. At December 31, 2017, three customers accounted for 19%, 17% and 13% of the total accounts receivable, respectively. At December 31, 2016, three customers accounted for 26%, 18% and 17% of the total accounts receivable, respectively. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents include highly liquid investments that are readily convertible into known amounts of cash with original maturities of three months or less when acquired. At December 31, 2017 and 2016, cash equivalents consisted of money market funds. |
Fair value of financial instruments | Fair value of financial instruments Fair value is defined as the price that would be received from selling an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, we consider the principal or most advantageous market in which it would transact, and we consider assumptions that market participants would use when pricing the asset or liability. The accounting guidance for fair value measurement also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows: • Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. • Level 2—Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amount reflected in the accompanying consolidated balance sheets for cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, other assets, accounts payable, accrued expenses and other liabilities, and deferred revenue 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. The Company's cost basis includes property and equipment acquired in business combinations that were initially recorded at fair value as of the date of acquisition. Maintenance and repairs are charged to expense as incurred and the cost of additions and betterments that increase the useful lives of the assets are capitalized. Depreciation and amortization is computed over the estimated useful lives of the related asset type using the straight-line method. The estimated useful lives for property and equipment are as follows: Software 2 to 5 years Computer equipment 3 to 5 years Furniture, fixtures and office equipment 3 to 5 years Leasehold improvements The shorter of the estimated useful life or the remaining term of the agreements, generally ranging from 2 to 18 years Leasehold improvements are principally comprised of network equipment located at various managed and operated locations, primarily airports, under exclusive, long-term, non-cancelable contracts to provide wireless communication network access. 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. |
Equipment and software under capital lease | Equipment and software under capital lease We lease certain data communications equipment, other equipment and software under capital lease agreements. The assets and liabilities under capital lease are recorded at the lesser of the present value of aggregate future minimum lease payments, including estimated bargain purchase options, or the fair value of the asset under lease. Assets under capital lease are depreciated using the straight-line method over the estimated useful lives of the assets or the term of the lease agreements. |
Software development costs | Software development costs We capitalize costs associated with software developed or obtained for internal use when the preliminary project stage is completed and it is determined that the software will provide significantly enhanced capabilities and modifications. These capitalized costs are included in property and equipment and include external direct cost of services procured in developing or obtaining internal-use software and personnel and related expenses for employees who are directly associated with, and who devote time to internal-use software projects. Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended use. Once the software is ready for its intended use, the costs are amortized over the useful life of the software. Post-configuration training and maintenance costs are expensed as incurred. |
Long-lived assets | Long-lived assets Intangible assets consist of acquired venue contracts, technology, advertiser relationships, non-compete agreements and patents and trademarks. We record intangible assets at fair value as of the date of acquisition and amortize these finite-lived assets over the shorter of the contractual life or the estimated useful life on a straight-line basis. We estimate the useful lives of acquired intangible assets based on factors that include the planned use of each acquired intangible asset, the expected pattern of future cash flows to be derived from each acquired intangible asset and contractual periods specified in the related agreements. As such, we account for each of the venue contracts individually. We include amortization of acquired intangibles in amortization of intangible assets in the accompanying consolidated statements of operations. We perform an impairment review of long-lived assets held and used whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors we consider important that could trigger an impairment review include, but are not limited to: significant under-performance relative to projected future operating results, significant changes in the manner of our use of the acquired assets or our overall business and product strategies and significant industry or economic trends. When we determine that the carrying value of a long-lived asset may not be recoverable based upon the existence of one or more of these indicators, we determine the recoverability by comparing the carrying amount of the asset to net future undiscounted cash flows that the asset is expected to generate or other indices of fair value. We would then recognize an impairment charge equal to the amount by which the carrying amount exceeds the fair market value of the asset. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in connection with the acquisition of Concourse Communication Group, LLC in June 2006, Cloud 9 Wireless, Inc. in August 2012, Endeka Group, Inc. in February 2013, and Electronic Media Systems, Inc. and Advanced Wireless Group, LLC in October 2013. We test goodwill for impairment in accordance with guidance provided by FASB ASC 350, Intangibles—Goodwill and Other . Goodwill is tested for impairment at least annually at the reporting unit level or whenever events or changes in circumstances indicate that goodwill might be impaired. Events or changes in circumstances which could trigger an impairment review include a significant adverse change in legal factors or in the business climate, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, significant changes in the manner of our use of the acquired assets or the strategy for our overall business, significant negative industry or economic trends, or significant underperformance relative to expected historical or projected future results of operations. We perform our impairment test annually as of December 31st. Entities have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the 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. Currently, we have one reporting unit, one operating segment and one reportable segment. At December 31, 2017 and 2016, all of the goodwill was attributed to our reporting unit. We tested our goodwill for impairment using a market based approach and no impairment was identified as the fair value of our reporting unit was substantially in excess of its carrying amount. To date, we have not recorded any goodwill impairment charges. |
Revenue recognition | Revenue recognition We generate revenue from several sources including: (i) DAS customers that are telecom operators under long-term contracts for access to our DAS at our managed and operated locations, (ii) military and retail customers under subscription plans for month-to-month network access that automatically renew, and military and retail single-use access from sales of hourly, daily or other single-use access plans, (iii) arrangements with wholesale Wi-Fi customers that provide software licensing, network access, and/or professional services fees, and (iv) display advertisements and sponsorships on our walled garden sign-in pages. Software licensed by our wholesale platform services customers can only be used during the term of the service arrangements and has no utility to them upon termination of the service arrangement. We recognize revenue when an arrangement exists, services have been rendered, fees are fixed or determinable, no significant obligations remain related to the earned fees and collection of the related receivable is reasonably assured. Revenue is presented net of any sales and value added taxes. Revenue generated from access to our DAS networks consists of build-out fees and recurring access fees under certain long-term contracts with telecom operators. Build-out fees paid upfront are generally deferred and recognized ratably over the term of the estimated customer relationship period, once the build-out is complete. Periodically, we install and sell Wi-Fi and DAS networks to customers where we do not have service contracts or remaining obligations beyond the installation of those networks and we recognize build-out fees for such projects as revenue when the installation work is completed and the network has been accepted by the customer. Minimum monthly access fees for usage of the DAS networks are non-cancellable and generally escalate on an annual basis. These minimum monthly access fees are recognized ratably over the term of the telecom operator agreement. The initial term of our contracts with telecom operators generally range from five to twenty years and the agreements generally contain renewal clauses. Revenue from DAS network access fees in excess of the monthly minimums is recognized when earned. Subscription fees from military and retail customers are paid monthly in advance and revenue is deferred for the portions of monthly recurring subscription fees collected in advance. We provide refunds for our military and retail services on a case-by-case basis. These amounts are not significant and are recorded as contra-revenue in the period the refunds are made. Subscription fee revenue is recognized ratably over the subscription period. Revenue generated from military and retail single-use access is recognized when access is provided. Services provided to wholesale Wi-Fi partners generally contain several elements including: (i) a term license to use our software to access our Wi-Fi network, (ii) access fees for Wi-Fi network usage, and/or (iii) professional services for software integration and customization and to maintain the Wi-Fi service. The term license, monthly minimum network access fees and professional services are billed on a monthly basis based upon predetermined fixed rates. Once the term license for integration and customization are delivered, the fees from the arrangement are recognized ratably over the remaining term of the service arrangement. The initial term of the license agreements is generally between one to three years and the agreements generally contain renewal clauses. Revenue for Wi-Fi network access fees in excess of the monthly minimum amounts is recognized when earned. All elements within existing service arrangements are generally delivered and earned concurrently throughout the term of the respective service arrangement. In instances where the minimum monthly Wi-Fi and DAS network access fees escalate over the term of the wholesale service arrangement, an unbilled receivable is recognized when performance is within our control and when we have reasonable assurance that the unbilled receivable balance will be collected. We adopted the provisions of ASU 2009-13, Revenue Recognition (Topic 605)—Multiple-Deliverable Revenue Arrangements, on a prospective basis on January 1, 2011. For multiple-deliverable arrangements entered into prior to January 1, 2011 that are accounted for under ASC 605-25 , Revenue Recognition—Multiple-Deliverable Revenue Arrangements, we defer recognition of revenue for the full arrangement and recognize all revenue ratably over the term of the estimated customer relationship period for DAS arrangements and the wholesale service period for Wi-Fi platform service arrangements, as we do not have evidence of fair value for the undelivered elements in the arrangement. For multiple-deliverable arrangements entered into or materially modified after January 1, 2011 that are accounted for under ASC 605-25, we evaluate whether or not separate units of accounting exist and then allocate the arrangement consideration to all units of accounting based on the relative selling price method using estimated selling prices if vendor specific objective evidence and third party evidence is not available. We recognize the revenue associated with the separate units of accounting upon completion of such services or ratably over the term of the estimated customer relationship period for DAS arrangements and the wholesale service period for Wi-Fi platform service arrangements. Advertising revenue is generated from advertisements on our managed and operated or partner networks. In determining whether an arrangement exists, we ensure that a binding arrangement is in place, such as a standard insertion order or a fully executed customer-specific agreement. Obligations pursuant to our advertising revenue arrangements typically include a minimum number of units or the satisfaction of certain performance criteria. Advertising and other revenue is recognized when the services are performed. |
Foreign currency translation | Foreign currency translation Our Brazilian subsidiary uses the Brazilian Real as its functional currency. Assets and liabilities of our Brazilian subsidiary are translated to U.S. dollars at period-end rates of exchange, and revenues and expenses are translated at average exchange rates prevailing for each month. The resulting translation adjustments are made directly to a separate component of other comprehensive loss, which is reflected in stockholders' equity in our consolidated balance sheets. As of December 31, 2017 and December 31, 2016, the Company had $(898) and $(870), respectively, of cumulative foreign currency translation adjustments, net of tax, which was $0 as of December 31, 2017 and December 31, 2016 due to the full valuation allowance established against our deferred tax assets, in accumulated other comprehensive loss. Some of our subsidiaries also enter into transactions and have monetary assets and liabilities that are denominated in a currency other than the entities' respective functional currencies. Gains and losses from the revaluation of foreign currency transactions and monetary assets and liabilities are included in the consolidated statements of operations. |
Network access | Network access Network access costs consist primarily of revenue share payments to venue owners where our managed and operated hotspots are located, usage-based fees to our roaming network partners for access to their networks, depreciation of equipment related to network build-out projects in our managed and operated locations, and bandwidth and other Internet connectivity expenses in our managed and operated locations. |
Advertising, marketing and promotion costs | Advertising, marketing and promotion costs Advertising production costs are expensed the first time the advertisement is run. No advertising production costs were capitalized for the years ended December 31, 2017, 2016 and 2015. All other costs of advertising, marketing and promotion are expensed as incurred. Advertising expenses charged to operations totaled $2,245, $1,925 and $1,703 for the years ended December 31, 2017, 2016 and 2015, 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 . We measure employee stock-based compensation cost at grant date, based on the estimated fair value of the award and recognize the cost on a straight-line basis, net of forfeitures, over the employee requisite service period. We estimate the fair value of stock options using a Black-Scholes option pricing model. The model requires input of assumptions regarding expected term, expected volatility, dividend yield, and a risk-free interest rate. As stock-based compensation expense recognized in our accompanying consolidated statements of operations is based on awards ultimately expected to vest, the amount has been reduced for forfeitures. We early adopted the provisions of ASU 2016-09 on January 1, 2016 and elected to change our accounting policy to account for forfeitures when they occur on a modified retrospective basis. Prior to January 1, 2016, ASC 718 required forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures were estimated based on our historical experience and future expectations. Compensation expense for non-employee stock-based awards is recognized in accordance with ASC 718 and FASB ASC 505, Equity . Stock option awards issued to non-employees are accounted for at fair value using the Black-Scholes option pricing model. Management believes that the fair value of the stock options is more reliably measured than the fair value of the services received. We record compensation expense based on the then-current fair value of the stock options at each financial reporting date. Compensation recorded during the service period is adjusted in subsequent periods for changes in the stock options' fair value until the earlier of the date at which the non-employee's performance is complete or a performance commitment is reached, which is generally when the stock award vests. |
Income taxes | Income taxes We account for income taxes in accordance with FASB ASC 740, Accounting for Income Taxes, which requires the recognition of deferred tax assets and liabilities for the future consequences of events that have been recognized in our accompanying consolidated financial statements or tax returns. The measurement of the deferred items is based on enacted tax laws. In the event the future consequences of differences between financial reporting bases and the tax bases of our assets and liabilities result in a deferred tax asset, ASC 740 requires an evaluation of the probability of being able to realize the future benefits indicated by such asset. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion or the entire deferred tax asset will not be realized. As part of the process of preparing our accompanying consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. We also assess temporary differences resulting from differing treatment of items, such as deferred revenue, for tax and accounting differences. We record a valuation allowance to reduce the deferred tax assets to the amount of future tax benefit that is more likely than not to be realized. 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, 2017, 2016 and 2015, we made distributions of $125, $286 and $500, 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, 2017, 2016 and 2015, 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. Our common stockholders are not entitled to receive any dividends. |
Segment and geographical information | Segment and geographic information We operate as one reportable segment; a service provider of wireless connectivity solutions across our managed and operated network and aggregated network for mobile devices such as laptops, smartphones, tablets and other wireless-enabled consumer devices. This single segment is consistent with the internal organization structure and the manner in which operations are reviewed and managed by our Chief Executive Officer, the chief operating decision maker. All significant long-lived tangible assets are held in the United States of America. We do not disclose sales by geographic area because to do so would be impracticable. The following is a summary of our revenue by primary revenue source: Year Ended December 31, 2017 2016 2015 Revenue: DAS $ $ $ Military Wholesale—Wi-Fi Retail Advertising and other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total revenue $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Recent accounting pronouncements | Recent accounting pronouncements In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting, which provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity applies modification accounting under ASC 718. According to the new standard, an entity would not apply modification accounting if the fair value, vesting conditions and classification of the modified award is the same as the original award immediately before the original award is modified. The standard is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted for all entities. The standard will be applied prospectively to modifications that occur on or after the adoption date. We currently do not expect that this standard will have a material impact on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to recognize assets and liabilities for all leases with lease terms of more than 12 months on the balance sheet. Under the new guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will depend on its classification as a finance or operating lease. The standard is effective for interim and annual periods beginning after December 15, 2018. Early adoption is permitted for all entities on a modified retrospective basis, with elective reliefs. We are currently evaluating the expected impact of this new standard. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which replaces the existing accounting standards for revenue recognition with a single comprehensive five-step model, eliminating industry-specific accounting rules. The core principle is to recognize revenue upon the transfer of control of goods or services to a customer at an amount that reflects the consideration expected to be received. Since the issuance of ASU 2014-09, the FASB has amended several aspects of the new guidance. The standard, as amended, will be effective for us beginning January 1, 2018. An entity may choose to adopt the new standard either retrospectively or through a cumulative effect adjustment as of the start of the first period for which it applies the new standard. We plan to adopt the standard through a cumulative effect adjustment as of January 1, 2018. We are currently evaluating the effect that the standard will have on our consolidated financial statements and related disclosures. We are also completing our evaluation of the impact of the new standard on our accounting policies, processes, and system requirements. As part of the adoption of the new standard, we have identified changes to and modified certain of our accounting policies and practices and have accordingly added and/or modified certain controls. To date, we have not implemented any significant changes to our accounting systems. We are continuing to assess all potential impacts of the new standard. We currently believe that the most significant impact relates to the timing of revenue recognition and presentation of financial statement accounts related to our DAS customer contracts and, separately, the presentation of financial statement accounts related to our wholesale Wi-Fi contracts. Under the new standard, we expect to recognize revenue for our DAS contracts over the relevant service period or contract term based on the estimated transaction price allocated to each performance obligation identified. Due to the complexity of certain of our DAS contracts, the actual accounting treatment under the new standard for these arrangements may be dependent on contract-specific terms and therefore may vary in some instances. We will also present our DAS and 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. We expect military, retail and advertising and other revenue will remain substantially unchanged. |
Summary of significant accoun27
Summary of significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Summary of significant accounting policies | |
Schedule of estimated useful lives for property and equipment | Software 2 to 5 years Computer equipment 3 to 5 years Furniture, fixtures and office equipment 3 to 5 years Leasehold improvements The shorter of the estimated useful life or the remaining term of the agreements, generally ranging from 2 to 18 years |
Summary of the entity's revenue by primary revenue source | Year Ended December 31, 2017 2016 2015 Revenue: DAS $ $ $ Military Wholesale—Wi-Fi Retail Advertising and other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total revenue $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Cash and cash equivalents (Tabl
Cash and cash equivalents (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Cash and cash equivalents | |
Schedule of cash and cash equivalents | December 31, 2017 2016 Cash and cash equivalents: Cash $ $ Money market accounts ​ ​ ​ ​ ​ ​ ​ ​ Total cash and cash equivalents $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Accounts receivables, net and29
Accounts receivables, net and other receivables (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounts receivables, net and other receivables | |
Schedule of accounts receivable, net of allowances for doubtful accounts and other receivables | December 31, 2017 2016 Trade receivables, net of allowances $ $ Unbilled access fees Unbilled platform service arrangements ​ ​ ​ ​ ​ ​ ​ ​ Accounts receivable, net $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unbilled access fees $ $ Unbilled platform service arrangements ​ ​ ​ ​ ​ ​ ​ ​ Non-current other receivables $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of allowance for doubtful accounts | Allowance for Balance, December 31, 2014 $ Additions charged to operations Deductions from reserves, net ) ​ ​ ​ ​ ​ Balance, December 31, 2015 Additions charged to operations Deductions from reserves, net ) ​ ​ ​ ​ ​ Balance, December 31, 2016 Additions charged to operations Deductions from reserves, net ) ​ ​ ​ ​ ​ Balance, December 31, 2017 $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Accrued expenses and other li30
Accrued expenses and other liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accrued expenses and other liabilities | |
Schedule of accrued expenses and other liabilities | December 31, 2017 2016 Accrued construction in progress $ $ Accrued customer liabilities Revenue share Salaries and wages Accrued professional fees Accrued taxes Accrued partner network Other ​ ​ ​ ​ ​ ​ ​ ​ Total accrued expenses and other liabilities $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Property and equipment (Tables)
Property and equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property and equipment | |
Schedule of property and equipment | December 31, 2017 2016 Leasehold improvements $ $ Software Construction in progress Computer equipment Furniture, fixtures and office equipment ​ ​ ​ ​ ​ ​ ​ ​ Total property and equipment Less: accumulated depreciation and amortization ) ) ​ ​ ​ ​ ​ ​ ​ ​ Total property and equipment, net $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of depreciation and amortization expense of property and equipment | For the Years Ended 2017 2016 2015 Network access $ $ $ Network operations Development and technology General and administrative ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total depreciation and amortization of property and equipment $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Intangible assets (Tables)
Intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Intangible assets | |
Schedule of changes in intangible assets | Intangible Balance, December 31, 2015 $ Additions Amortization expense ) Impairment loss ) ​ ​ ​ ​ ​ Balance, December 31, 2016 Amortization expense ) ​ ​ ​ ​ ​ Balance, December 31, 2017 $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of intangible assets | Intangible assets at December 31, 2017 consist of the following: Historical Accumulated Net Venue contracts $ $ ) $ Non-compete agreements ) Technology ) Patents, trademarks and other ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Intangible assets at December 31, 2016 consist of the following: Historical Accumulated Net Venue contracts $ $ ) $ Non-compete agreements ) Technology ) Advertiser relationships ) Patents, trademarks and other ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of amortization expense for fiscal years 2018 through 2022 and thereafter | Year Amortization 2018 $ 2019 2020 2021 2022 Thereafter ​ ​ ​ ​ ​ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Fair value measurement (Tables)
Fair value measurement (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair value measurement | |
Schedule of financial assets that are measured at fair value on a recurring basis | At December 31, 2017 Level 1 Level 2 Level 3 Total Assets: Money market accounts $ $ — $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets $ $ — $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ At December 31, 2016 Level 1 Level 2 Level 3 Total Assets: Money market accounts $ $ — $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets $ $ — $ — $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Stockholders' equity (Tables)
Stockholders' equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' equity | |
Schedule of amount of shares of common stock reserved | December 31, December 31, (in thousands) Outstanding stock options under the 2001 Plan Outstanding stock options under the 2011 Plan Outstanding RSUs under the 2011 Plan Shares available for grant under the 2011 Plan ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income taxes | |
Schedule of income tax (benefit) expense by jurisdiction | 2017 2016 2015 U.S. federal: Current $ ) $ $ Deferred ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total U.S. federal $ ) $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. state and local: Current $ $ $ Deferred ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total U.S. state and local $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of reconciliation of tax rates | 2017 2016 2015 Federal statutory rate % % % State and local Foreign rate differential ) ) ) Stock options ) ) Excess tax benefits from stock-based compensation — Non-controlling interests Valuation allowance ) ) ) Uncertain tax positions ) ) Effect of U.S. tax reform law changes — — Other ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income taxes % )% )% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of deferred tax assets and liabilities | 2017 2016 Deferred tax assets: Net operating loss carryforwards $ $ Outside basis differences for U.S. partnerships Stock options Deferred revenue Deferred compensation State taxes Other Valuation allowance ) ) ​ ​ ​ ​ ​ ​ ​ ​ Net deferred tax assets Deferred tax liabilities: Intangible assets ) ) Property and equipment ) ) ​ ​ ​ ​ ​ ​ ​ ​ Net deferred tax liabilities ) ) ​ ​ ​ ​ ​ ​ ​ ​ Net deferred taxes $ ) $ ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of changes in the valuation allowance | Valuation Balance, December 31, 2014 $ Additions charged to operations Decrease credited to operations — ​ ​ ​ ​ ​ Balance, December 31, 2015 Additions charged to operations Decrease credited to operations — ​ ​ ​ ​ ​ Balance, December 31, 2016 Additions charged to operations Effect of U.S. tax reform law changes ) Decrease credited to operations — ​ ​ ​ ​ ​ Balance, December 31, 2017 $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of reconciliation of unrecognized tax benefits, excluding interest and penalties | Uncertain Balance, December 31, 2015 and 2016 $ Additions for current period tax positions — Reversals during the current period ) ​ ​ ​ ​ ​ Balance, December 31, 2017 $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Commitments and contingencies (
Commitments and contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and contingencies | |
Schedule of future minimum obligations under non-cancellable operating and capital leases and notes payable | Future minimum obligations under non-cancellable operating and capital leases and notes payable at December 31, 2017 are as follows: Years ended December 31, Capital Operating 2018 $ $ 2019 2020 2021 — 2022 — Thereafter — ​ ​ ​ ​ ​ ​ ​ ​ Minimum lease payments $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less: Amounts representing interest ranging from 2.0% to 7.7% ) ​ ​ ​ ​ ​ ​ ​ ​ Minimum lease payments $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current portion $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-current portion $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Stock incentive plans (Tables)
Stock incentive plans (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Stock incentive plans | |
Schedule of stock-based compensation expense | Years ended December 31, 2017 2016 2015 Network operations $ $ $ Development and technology Selling and marketing General and administrative ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total stock-based compensation expense $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Summary of stock option activity | Number of Weighted Weighted-Average Aggregate Outstanding at December 31, 2016 $ $ Exercised ) $ Canceled/forfeited ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding at December 31, 2017 $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercisable at December 31, 2017 $ $ |
Summary of RSU activity | Number of Weighted Non-vested at December 31, 2016 $ Granted $ Vested ) $ Canceled/forfeited ) $ ​ ​ ​ ​ ​ ​ ​ ​ Non-vested at December 31, 2017 $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Net loss per share attributab38
Net loss per share attributable to common stockholders (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Net loss per share attributable to common stockholders | |
Schedule of computation of basic and diluted net loss per share attributable to common stockholders | Years ended December 31, 2017 2016 2015 (in thousands) Numerator: Net loss attributable to common stockholders, basic and diluted $ ) $ ) $ ) Denominator: Weighted average number of common stock, basic and diluted Net loss per share attributable to common stockholders: Basic and diluted $ ) $ ) $ ) |
Quarterly financial data (una39
Quarterly financial data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly financial data (unaudited) | |
Summary of unaudited quarterly financial data | Summarized unaudited quarterly financial data for fiscal years 2017 and 2016 are as follows: Quarter Ended 2017 March 31 June 30 September 30 December 31 Revenue $ $ $ $ Loss from operations $ ) $ ) $ ) $ ) Net loss attributable to common stockholders $ ) $ ) $ ) $ ) Basic and diluted loss per share $ ) $ ) $ ) $ ) Quarter Ended 2016 March 31 June 30 September 30 December 31 Revenue $ $ $ $ Loss from operations $ ) $ ) $ ) $ ) Net loss attributable to common stockholders $ ) $ ) $ ) $ ) Basic and diluted loss per share $ ) $ ) $ ) $ ) |
The business (Details)
The business (Details) item in Millions | 12 Months Ended |
Dec. 31, 2017item | |
The business | |
Number of commercial hotspots worldwide for which Wi-Fi subscriptions and day passes provide access | 1.5 |
Summary of significant accoun41
Summary of significant accounting policies - Principles of consolidation (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Jan. 01, 2016 |
Accounting Standards Update 2016-09 [Member] | Early adoption | ||
Basis of presentation | ||
Increase to additional paid-in capital and accumulated deficit due to cumulative effect of a change in accounting principle | $ 94 | |
Accounting Standards Update 2016-09 [Member] | Early adoption | Federal | ||
Basis of presentation | ||
Increase to deferred tax assets | 6,933 | |
Accounting Standards Update 2016-09 [Member] | Early adoption | State | ||
Basis of presentation | ||
Increase to deferred tax assets | $ 589 | |
Chicago Concourse Development Group, LLC | ||
Principles of consolidation | ||
Percentage of ownership in subsidiaries | 70.00% | |
Boingo Holding Participacoes Ltda. | ||
Principles of consolidation | ||
Percentage of ownership in subsidiaries | 75.00% |
Summary of significant accoun42
Summary of significant accounting policies - Concentrations of credit risk (Details) - Customer - item | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Total Revenue | Customer Group | |||
Concentrations of credit risk | |||
Concentration risk percentage | 44.00% | 23.00% | 17.00% |
Number of customer group | 4 | 2 | 1 |
Total accounts receivable | Customer Group | |||
Concentrations of credit risk | |||
Number of customer group | 3 | 3 | |
Total accounts receivable | Customer Group One | |||
Concentrations of credit risk | |||
Concentration risk percentage | 19.00% | 26.00% | |
Total accounts receivable | Customer Group Two | |||
Concentrations of credit risk | |||
Concentration risk percentage | 17.00% | 18.00% | |
Total accounts receivable | Customer Group Three | |||
Concentrations of credit risk | |||
Concentration risk percentage | 13.00% | 17.00% |
Summary of significant accoun43
Summary of significant accounting policies - Property and equipment (Details) | 12 Months Ended |
Dec. 31, 2017 | |
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 | 18 years |
Summary of significant accoun44
Summary of significant accounting policies - Goodwill (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017USD ($)itemsegment | Dec. 31, 2016USD ($) | |
Summary of significant accounting policies | ||
Number of reporting units | item | 1 | |
Number of operating segments | 1 | |
Number of reportable segments | 1 | |
Impairment loss | $ | $ 0 | $ 0 |
Summary of significant accoun45
Summary of significant accounting policies - Revenue recognition (Details) | 12 Months Ended |
Dec. 31, 2017 | |
DAS license agreements | Minimum | |
Revenue recognition | |
Initial term of the arrangement | 5 years |
DAS license agreements | Maximum | |
Revenue recognition | |
Initial term of the arrangement | 20 years |
Wholesale-Wi-Fi | Minimum | |
Revenue recognition | |
Initial term of the arrangement | 1 year |
Wholesale-Wi-Fi | Maximum | |
Revenue recognition | |
Initial term of the arrangement | 3 years |
Summary of significant accoun46
Summary of significant accounting policies - Foreign currency translation (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Foreign Currency Translation | ||
Cumulative foreign currency translation adjustments, net of tax in accumulated other comprehensive income | $ (898) | $ (870) |
Income tax effect related to foreign currency translation adjustments | $ 0 | $ 0 |
Summary of significant accoun47
Summary of significant accounting policies - Advertising, marketing and promotion costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Advertising, marketing and promotion costs | |||
Capitalized advertising production costs | $ 0 | $ 0 | $ 0 |
Advertising expenses | $ 2,245 | $ 1,925 | $ 1,703 |
Summary of significant accoun48
Summary of significant accounting policies - Stock based compensation (Details) shares in Thousands | 48 Months Ended |
Dec. 31, 2017shares | |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Number of stock options granted | 0 |
Summary of significant accoun49
Summary of significant accounting policies - Non controlling interests (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Non-controlling interests | |||
Distributions to non-controlling interest holders | $ 125 | $ 286 | $ 500 |
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 | $ 125 | 286 | 500 |
Boingo Holding Participacoes Ltda. | |||
Non-controlling interests | |||
Distributions to non-controlling interest holders | $ 0 | $ 0 | $ 0 |
Summary of significant accoun50
Summary of significant accounting policies - Segment and geographic information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2017USD ($)segment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Primary revenue source | |||||||||||
Number of reportable segments | segment | 1 | ||||||||||
Revenue | $ 57,348 | $ 53,655 | $ 49,033 | $ 44,333 | $ 44,974 | $ 40,796 | $ 39,075 | $ 34,499 | $ 204,369 | $ 159,344 | $ 139,626 |
DAS | |||||||||||
Primary revenue source | |||||||||||
Revenue | 80,552 | 58,182 | 46,455 | ||||||||
Military | |||||||||||
Primary revenue source | |||||||||||
Revenue | 55,129 | 39,975 | 19,898 | ||||||||
Wholesale-Wi-Fi | |||||||||||
Primary revenue source | |||||||||||
Revenue | 31,529 | 22,221 | 21,923 | ||||||||
Retail | |||||||||||
Primary revenue source | |||||||||||
Revenue | 24,926 | 26,636 | 31,763 | ||||||||
Advertising and other | |||||||||||
Primary revenue source | |||||||||||
Revenue | $ 12,233 | $ 12,330 | $ 19,587 |
Cash and cash equivalents (Deta
Cash and cash equivalents (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash and cash equivalents: | ||||
Cash | $ 24,430 | $ 17,246 | ||
Money market accounts | 2,255 | 2,239 | ||
Total cash and cash equivalents | 26,685 | 19,485 | $ 14,718 | $ 8,849 |
Interest income | $ 17 | $ 8 | $ 66 |
Accounts receivables, net and52
Accounts receivables, net and other receivables (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accounts receivables, net and other receivables | |||
Trade receivables, net of allowances | $ 25,079 | $ 39,404 | |
Unbilled access fees | 274 | 21 | |
Unbilled platform service arrangements | 795 | 3,553 | |
Accounts receivable, net | 26,148 | 42,978 | |
Unbilled access fees | 817 | 867 | |
Unbilled platform service arrangements | 3 | 694 | |
Non-current other receivables | 820 | 1,561 | |
Allowance for doubtful accounts | |||
Balance at the beginning of the year | 442 | 605 | $ 394 |
Additions charged to operations | 773 | 116 | 304 |
Deductions from reserves, net | (352) | (279) | (93) |
Balance at the end of the year | $ 863 | $ 442 | $ 605 |
Accrued expenses and other li53
Accrued expenses and other liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accrued expenses and other liabilities | ||
Accrued construction in progress | $ 12,661 | $ 6,753 |
Accrued customer liabilities | 7,100 | 4,651 |
Revenue share | 5,506 | 5,611 |
Salaries and wages | 5,066 | 3,001 |
Accrued professional fees | 1,979 | 1,183 |
Accrued taxes | 1,897 | 1,761 |
Accrued partner network | 1,799 | 1,022 |
Other | 6,397 | 3,741 |
Total accrued expenses and other liabilities | $ 42,405 | $ 27,723 |
Property and equipment (Details
Property and equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property and equipment | |||
Total property and equipment | $ 502,646 | $ 423,323 | |
Less: accumulated depreciation and amortization | (240,287) | (172,558) | |
Total property and equipment, net | 262,359 | 250,765 | |
Depreciation and amortization | |||
Total depreciation and amortization of property and equipment | 69,097 | 49,202 | $ 38,293 |
Asset impairment charge | |||
Losses on disposals of property and equipment | 276 | ||
Construction in progress projects | |||
Asset impairment charge | |||
Impairment losses | 882 | 54 | 215 |
Network access | |||
Depreciation and amortization | |||
Total depreciation and amortization of property and equipment | 42,435 | 27,013 | 22,666 |
Network operations | |||
Depreciation and amortization | |||
Total depreciation and amortization of property and equipment | 16,382 | 13,966 | 9,058 |
Development and technology | |||
Depreciation and amortization | |||
Total depreciation and amortization of property and equipment | 9,247 | 7,207 | 5,441 |
General and administrative | |||
Depreciation and amortization | |||
Total depreciation and amortization of property and equipment | 1,033 | 1,016 | $ 1,128 |
Leasehold improvements | |||
Property and equipment | |||
Total property and equipment | 418,023 | 358,477 | |
Software | |||
Property and equipment | |||
Total property and equipment | 42,281 | 33,349 | |
Construction in progress | |||
Property and equipment | |||
Total property and equipment | 27,291 | 18,859 | |
Computer equipment | |||
Property and equipment | |||
Total property and equipment | 13,245 | 10,878 | |
Furniture, fixtures and office equipment | |||
Property and equipment | |||
Total property and equipment | 1,806 | 1,760 | |
Equipment acquired under capital leases | |||
Property and equipment | |||
Total property and equipment | 12,714 | 8,780 | |
Less: accumulated depreciation and amortization | $ (3,744) | $ (2,352) |
Intangible assets - Rollforward
Intangible assets - Rollforward (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2017 | Nov. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Changes in intangible assets | |||||
Balance at beginning of year | $ 13,783 | $ 13,783 | $ 16,055 | ||
Additions | 1,210 | ||||
Amortization expense | (3,520) | (3,470) | |||
Impairment loss | (12) | ||||
Balance at end of year | 10,263 | 13,783 | $ 16,055 | ||
Payments for asset acquisition | $ 1,150 | $ 60 | $ 0 | ||
Caching technology intangible | |||||
Changes in intangible assets | |||||
Additions | $ 1,210 | ||||
Acquisition cost of intangible asset | $ 1,250 | ||||
Payments for asset acquisition | $ 1,150 | ||||
Estimated useful life (in years) | 4 years | ||||
Caching technology intangible | Cost savings and replacement cost methods | |||||
Changes in intangible assets | |||||
Discount rate (as a percent) | 20.00% |
Intangible assets - Carrying Am
Intangible assets - Carrying Amount (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Intangible assets | |||
Historical Cost | $ 28,905 | $ 31,815 | |
Accumulated Amortization | (18,642) | (18,032) | |
Net | 10,263 | 13,783 | $ 16,055 |
Venue contracts | |||
Intangible assets | |||
Historical Cost | 22,061 | 23,601 | |
Accumulated Amortization | (13,835) | (13,276) | |
Net | 8,226 | 10,325 | |
Non-compete agreements | |||
Intangible assets | |||
Historical Cost | 3,590 | 3,590 | |
Accumulated Amortization | (2,992) | (2,274) | |
Net | 598 | 1,316 | |
Technology | |||
Intangible assets | |||
Historical Cost | 2,410 | 3,520 | |
Accumulated Amortization | (1,265) | (1,742) | |
Net | 1,145 | 1,778 | |
Advertiser relationships | |||
Intangible assets | |||
Historical Cost | 70 | ||
Accumulated Amortization | (62) | ||
Net | 8 | ||
Patents, trademarks and other | |||
Intangible assets | |||
Historical Cost | 844 | 1,034 | |
Accumulated Amortization | (550) | (678) | |
Net | $ 294 | $ 356 |
Intangible assets - Future Amor
Intangible assets - Future Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Amortization expense for fiscal years 2018 through 2022 and thereafter | |||
2,018 | $ 2,674 | ||
2,019 | 1,937 | ||
2,020 | 1,832 | ||
2,021 | 1,455 | ||
2,022 | 1,261 | ||
Thereafter | 1,104 | ||
Total | $ 10,263 | $ 13,783 | $ 16,055 |
Fair value measurement (Details
Fair value measurement (Details) - Recurring basis - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Assets: | ||
Money market accounts | $ 2,255 | $ 2,239 |
Total assets | 2,255 | 2,239 |
Level 1 | ||
Assets: | ||
Money market accounts | 2,255 | 2,239 |
Total assets | 2,255 | 2,239 |
Level 2 | ||
Assets: | ||
Money market accounts | 0 | 0 |
Total assets | 0 | 0 |
Level 3 | ||
Assets: | ||
Money market accounts | 0 | 0 |
Total assets | $ 0 | $ 0 |
Stockholders' equity (Details)
Stockholders' equity (Details) - shares | Dec. 31, 2017 | Dec. 31, 2016 |
Stockholders' equity | ||
Common stock authorized (in shares) | 100,000,000 | 100,000,000 |
Shares of Common Stock reserved | ||
Total (in shares) | 8,470,000 | 9,485,000 |
2001 Plan | ||
Shares of Common Stock reserved | ||
Outstanding stock options (in shares) | 155,000 | 1,090,000 |
2011 Plan | ||
Shares of Common Stock reserved | ||
Outstanding stock options (in shares) | 1,128,000 | 1,994,000 |
Outstanding RSUs (in shares) | 3,324,000 | 3,825,000 |
Number of shares available for grant (in shares) | 3,863,000 | 2,576,000 |
Credit Facility (Details)
Credit Facility (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Feb. 29, 2016 | Aug. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 31, 2016 | |
Credit Facility | ||||||
Additional debt issuance costs incurred | $ 0 | $ 124 | $ 62 | |||
Credit Facility | ||||||
Credit Facility | ||||||
Interest rate percentage | 3.80% | |||||
Additional debt issuance costs incurred | $ 124 | $ 62 | ||||
Amortization and interest expense capitalized | $ 773 | 823 | $ 648 | |||
Amortization and interest expense expensed | $ 187 | 309 | ||||
Credit Facility | Minimum | ||||||
Credit Facility | ||||||
Interest rate percentage | 3.50% | |||||
Credit Facility | Maximum | ||||||
Credit Facility | ||||||
Interest rate percentage | 3.80% | |||||
Credit Facility | LIBOR | Minimum | ||||||
Credit Facility | ||||||
Spread on floating interest rate (as a percent) | 2.50% | |||||
Credit Facility | LIBOR | Maximum | ||||||
Credit Facility | ||||||
Spread on floating interest rate (as a percent) | 3.50% | |||||
Credit Facility | Prime Rate | Minimum | ||||||
Credit Facility | ||||||
Spread on floating interest rate (as a percent) | 1.50% | |||||
Credit Facility | Prime Rate | Maximum | ||||||
Credit Facility | ||||||
Spread on floating interest rate (as a percent) | 2.50% | |||||
Revolving Line of Credit | ||||||
Credit Facility | ||||||
Current issued borrowing capacity | $ 69,750 | 69,750 | $ 46,500 | |||
Maximum borrowing capacity with an option to increase the available amount upon the satisfaction of certain conditions | $ 86,500 | |||||
Outstanding balance | $ 0 | 15,000 | ||||
Revolving Line of Credit | Minimum | ||||||
Credit Facility | ||||||
Fee on unused portion of Revolving Line of Credit(as a percent) | 0.375% | |||||
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 | |||||
Outstanding balance | $ 875 | $ 1,969 | ||||
Term of the debt | 4 years |
Income taxes - Income tax by ju
Income taxes - Income tax by jurisdiction (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
U.S. federal: | |||
Current | $ (6) | $ 55 | $ 27 |
Deferred | (2,787) | 345 | 319 |
Total U.S. federal | (2,793) | 400 | 346 |
U.S. state and local: | |||
Current | 503 | 69 | 134 |
Deferred | 212 | (42) | 1 |
Total U.S. state and local | $ 715 | $ 27 | $ 135 |
Income taxes - Rate reconciliat
Income taxes - Rate reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation from U.S. federal statutory tax rate to effective income taxes rate | |||
Federal statutory rate | 34.00% | 34.00% | 34.00% |
State and local | 9.60% | 2.20% | 4.10% |
Foreign rate differential | (0.70%) | (0.40%) | (0.50%) |
Stock options | 0.40% | (1.50%) | (1.50%) |
Excess tax benefits from stock-based compensation | 34.30% | 2.80% | 0.00% |
Non-controlling interests | 1.10% | 0.60% | 0.50% |
Valuation allowance | (83.60%) | (38.90%) | (39.00%) |
Uncertain tax positions | 0.60% | (0.20%) | (0.10%) |
Effect of U.S. tax reform law changes | 14.70% | 0.00% | 0.00% |
Other | (0.40%) | (0.20%) | 0.30% |
Income taxes | 10.00% | (1.60%) | (2.20%) |
Income taxes - Foreign operatin
Income taxes - Foreign operating losses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Net operating loss carryforwards | |||
Foreign loss before income taxes | $ 1,268 | $ 856 | $ 1,381 |
United Kingdom | |||
Net operating loss carryforwards | |||
Foreign subsidiary deferred tax asset | 1,856 | ||
Brazil | |||
Net operating loss carryforwards | |||
Foreign subsidiary deferred tax asset | $ 521 |
Income taxes - Deferred tax ass
Income taxes - Deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | Jan. 01, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2018 | Dec. 31, 2014 |
Deferred tax assets: | ||||||
Net operating loss carryforwards | $ 23,838 | $ 23,669 | ||||
Outside basis differences for U.S. partnerships | 14,306 | 16,121 | ||||
Stock options | 4,100 | 5,307 | ||||
Deferred revenue | 748 | 526 | ||||
Deferred compensation | 249 | 199 | ||||
State taxes | 78 | 49 | ||||
Other | 1,282 | 1,622 | ||||
Valuation allowance | (34,990) | (36,331) | $ (19,548) | $ (12,470) | ||
Net deferred tax assets | 9,611 | 11,162 | ||||
Deferred tax liabilities: | ||||||
Intangible assets | (3,632) | (5,658) | ||||
Property and equipment | (6,983) | (8,712) | ||||
Net deferred tax liabilities | (10,615) | (14,370) | ||||
Net deferred taxes | $ (1,004) | $ (3,208) | ||||
Corporate federal tax rate | 34.00% | 34.00% | 34.00% | |||
Income tax benefit resulting from reduction of corporate tax rate | $ 1,274 | |||||
Income tax benefit from indefinite carryforward of NOLs expected to recover deferred tax liabilities | $ (1,766) | |||||
Forecast | ||||||
Deferred tax liabilities: | ||||||
Corporate federal tax rate | 21.00% | |||||
Taxable income which can be offset by operating losses carryforward (as a percent) | 80.00% | |||||
Executive compensation limit for covered employees | $ 1,000 | |||||
Permitted bonus depreciation | 100.00% | |||||
Maximum interest expense deductible, as percent to taxable income | 30.00% |
Income taxes - Assessing realiz
Income taxes - Assessing realizability of deferred tax assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Federal | ||
Net operating loss carryforwards | ||
The amount of gross unrealized net operating loss carryforwards | $ 82,461 | $ 55,780 |
State | ||
Net operating loss carryforwards | ||
The amount of gross unrealized net operating loss carryforwards | 73,934 | 56,006 |
Foreign | ||
Net operating loss carryforwards | ||
The amount of gross unrealized net operating loss carryforwards | $ 10,811 | $ 9,672 |
Income taxes - Changes in valua
Income taxes - Changes in valuation allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Changes in the valuation allowance | |||
Balance at the beginning of the year | $ 36,331 | $ 19,548 | $ 12,470 |
Additions charged to operations | 16,527 | 16,783 | 7,078 |
Effect of U.S. tax reform law changes | (17,868) | ||
Decrease credited to operations | 0 | 0 | 0 |
Balance at the end of the year | $ 34,990 | $ 36,331 | $ 19,548 |
Period of cumulative results for determination of releasing valuation allowance | 3 years |
Income taxes - Uncertain tax po
Income taxes - Uncertain tax positions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income taxes | ||
Uncertain tax positions | $ 0 | $ 380 |
Uncertain tax positions, reduction to deferred tax assets | 84 | |
Accrued interest, net of federal income tax benefits, and penalties | 67 | |
Reconciliation of unrecognized tax benefits | ||
Balance at the beginning of the year | 313 | 313 |
Additions for current period tax positions | 0 | 0 |
Reversals during the current period | (313) | 0 |
Balance at the end of the year | $ 0 | $ 313 |
Commitments and contingencies -
Commitments and contingencies - Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Capital and operating leases and notes payable | |||
Rent expense for leases | $ 32,637 | $ 27,140 | $ 25,099 |
Interest expense associated with capital financing arrangements | 302 | 158 | 58 |
Rent expense for leases of office facilities | $ 2,936 | $ 2,993 | $ 2,995 |
Term of capital lease | 3 years | ||
Capital Leases and Notes Payable | |||
2,018 | $ 6,035 | ||
2,019 | 4,701 | ||
2,020 | 2,179 | ||
2,021 | 0 | ||
2,022 | 0 | ||
Thereafter | 0 | ||
Minimum lease payments | 12,915 | ||
Less: Amounts representing interest ranging from 2.0% to 7.7% | (397) | ||
Minimum lease payments | 12,518 | ||
Current portion | 5,771 | ||
Non current portion | 6,747 | ||
Operating Leases and Venue Guarantees | |||
2,018 | 12,850 | ||
2,019 | 10,758 | ||
2,020 | 10,077 | ||
2,021 | 7,650 | ||
2,022 | 8,494 | ||
Thereafter | 19,217 | ||
Minimum lease payments | $ 69,046 | ||
Minimum | |||
Capital Leases and Notes Payable | |||
Interest rate (as a percent) | 2.00% | ||
Maximum | |||
Capital Leases and Notes Payable | |||
Interest rate (as a percent) | 7.70% | ||
Operating Leases and Venue Guarantees | |||
Initial term of operating leases | 20 years | ||
Notes payable | |||
Capital and operating leases and notes payable | |||
Term of the debt | 3 years |
Commitments and contingencies69
Commitments and contingencies - Capital leases and notes payable and letters of credit (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair value | ||
Current portion of capital leases and notes payable | $ 5,771 | $ 3,993 |
Long-term portion of capital leases and notes payable | $ 6,747 | $ 4,612 |
Letters of Credit | ||
Commitments and contingencies | ||
Term period of Letters of Credit agreements | 1 year | |
Letters of credit | ||
Current issued borrowing capacity | $ 8,204 | |
Outstanding balance | $ 0 |
Commitments and contingencies70
Commitments and contingencies - Employment contract and Others matters (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($)itemclaim | |
Employment contracts | |
Number of officers and other employees with whom the entity entered into employment contracts | item | 10 |
Underpaid revenue share payments and related interest | |
Other matters | |
Number of claim received | claim | 1 |
Claim value | $ | $ 4,600 |
Stock repurchases (Details)
Stock repurchases (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Apr. 01, 2013 |
Stock repurchases | ||
Remaining amount authorized for the share repurchase program | $ 5,180 | |
Maximum | ||
Stock repurchases | ||
Amount of common stock approved by the entity for a stock repurchase program | $ 10,000 |
Stock incentive plans - Plans (
Stock incentive plans - Plans (Details) - shares | 12 Months Ended | 48 Months Ended | 82 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Stock options | ||||
Stock incentive plans | ||||
Number of stock options granted | 0 | |||
Number of options outstanding | 1,283,000 | 1,283,000 | 1,283,000 | 3,084,000 |
RSUs | ||||
Stock incentive plans | ||||
Number of RSUs granted (in shares) | 617,000 | |||
2011 Plan | ||||
Stock incentive plans | ||||
Common stock shares reserved for issuance | 13,739,820 | 13,739,820 | 13,739,820 | |
Annual percentage increase alternative, increase in common stock reserved for issuance as a percentage of common stock outstanding | 4.50% | |||
Annual fixed increase alternative, increase in shares of common stock reserved for issuance (in shares) | 3,000,000 | |||
Number of options outstanding | 1,128,000 | 1,128,000 | 1,128,000 | 1,994,000 |
2011 Plan | Stock options | ||||
Stock incentive plans | ||||
Number of stock options granted | 5,229,486 | |||
2011 Plan | RSUs | ||||
Stock incentive plans | ||||
Number of RSUs granted (in shares) | 7,713,459 | |||
2001 Plan | ||||
Stock incentive plans | ||||
Number of options outstanding | 155,000 | 155,000 | 155,000 | 1,090,000 |
2001 Plan | Stock options | ||||
Stock incentive plans | ||||
Number of options outstanding | 154,699 | 154,699 | 154,699 |
Stock incentive plans - Compens
Stock incentive plans - Compensation expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Recognized stock-based compensation expense | |||
Total stock-based compensation | $ 14,215 | $ 12,805 | $ 9,398 |
Stock-based compensation expense capitalized | 696 | 727 | 778 |
Network operations | |||
Recognized stock-based compensation expense | |||
Total stock-based compensation | 2,174 | 2,144 | 1,504 |
Development and technology | |||
Recognized stock-based compensation expense | |||
Total stock-based compensation | 1,068 | 1,070 | 731 |
Selling and marketing | |||
Recognized stock-based compensation expense | |||
Total stock-based compensation | 2,060 | 1,842 | 3,411 |
General and administrative | |||
Recognized stock-based compensation expense | |||
Total stock-based compensation | $ 8,913 | $ 7,749 | $ 3,752 |
Stock incentive plans - Stock o
Stock incentive plans - Stock option awards (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Aggregate Intrinsic Value | |||
Cash proceeds from exercise of stock option | $ 9,244 | $ 2,984 | $ 1,373 |
Stock options | |||
Stock incentive plans | |||
Vesting period | 4 years | ||
Number of Options | |||
Outstanding at beginning of year (in shares) | 3,084,000 | ||
Exercised (in shares) | (1,776,000) | (532,000) | (440,000) |
Canceled/forfeited (in shares) | (25,000) | ||
Outstanding at end of year (in shares) | 1,283,000 | 3,084,000 | |
Exercisable at end of year (in shares) | 1,282,000 | ||
Weighted Average Exercise Price | |||
Outstanding at beginning of year (in dollars per share) | $ 7.04 | ||
Exercised (in dollars per share) | 5.21 | ||
Canceled/forfeited (in dollars per share) | 6.56 | ||
Outstanding at end of year (in dollars per share) | 9.58 | $ 7.04 | |
Exercisable at end of year (in dollars per share) | $ 9.58 | ||
Weighted-Average Remaining Contract Life (years) | |||
Outstanding | 3 years 9 months 18 days | 3 years 9 months 18 days | |
Exercisable at end of year | 3 years 9 months 18 days | ||
Aggregate Intrinsic Value | |||
Outstanding | $ 16,573 | $ 17,145 | |
Exercisable at end of year | 16,560 | ||
Total intrinsic value of stock options exercised (in dollars) | $ 20,551 | $ 1,675 | $ 2,214 |
Stock options | Vesting in 12 months | |||
Stock incentive plans | |||
Vesting period | 12 months | ||
Vesting percentage | 25.00% | ||
Stock options | Vesting monthly 12 months after grant date | |||
Stock incentive plans | |||
Vesting period | 4 years | ||
Vesting percentage | 75.00% |
Stock incentive plans - Restric
Stock incentive plans - Restricted stock unit awards (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2017 | |
RSUs | |
Stock incentive plans | |
Vesting period | 3 years |
Number of Shares | |
Non-vested at beginning of year (in shares) | 3,825,000 |
Granted (in shares) | 617,000 |
Vested (in shares) | (974,094) |
Canceled/ forfeited (in shares) | (144,000) |
Non vested at end of year (in shares) | 3,324,000 |
Weighted Average Grant Date Fair Value | |
Non-vested at beginning of year (in dollars per share) | $ 6.55 |
Granted (in dollars per share) | 13 |
Vested (in dollars per share) | 7.57 |
Canceled/forfeited (in dollars per share) | 8.84 |
Non vested at end of year (in dollars per share) | $ 7.35 |
Other Disclosures | |
Shares of common stock issued resulting from vesting | 656,767 |
Total unrecognized stock-based compensation expense | $ 13,391 |
Weighted average period over which unrecognized compensation expense is expected to be recognized | 2 years 9 months 18 days |
Time-based restricted stock unit awards | Executive And Non Executive Member | Maximum | |
Stock incentive plans | |
Vesting period | 3 years |
Time-based restricted stock unit awards | Non-employee directors and existing members | |
Stock incentive plans | |
Vesting period | 1 year |
Time-based restricted stock unit awards | Non-employee directors and new members | |
Stock incentive plans | |
Vesting period | 4 years |
Vesting percentage when the individual completes 12 months of continuous service | 25.00% |
Performance-based restricted stock unit awards | |
Stock incentive plans | |
Vesting period | 3 years |
Employee benefit plan (Details)
Employee benefit plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Employee benefit plan | |||
Credited service for vesting | 4 years | 4 years | |
Employer contributions made to the plan | $ 891 | $ 819 | $ 511 |
Net loss per share attributab77
Net loss per share attributable to common stockholders (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Numerator: | |||||||||||
Net loss attributable to common stockholders, basic and diluted | $ (1,019) | $ (3,450) | $ (8,017) | $ (6,880) | $ (4,372) | $ (5,709) | $ (7,266) | $ (9,984) | $ (19,366) | $ (27,331) | $ (22,292) |
Denominator: | |||||||||||
Weighted average number of common stock, basic and diluted (in shares) | 39,824 | 38,025 | 36,849 | ||||||||
Net loss per share attributable to common stockholders: | |||||||||||
Basic and diluted (in dollars per share) | $ (0.02) | $ (0.09) | $ (0.20) | $ (0.18) | $ (0.11) | $ (0.15) | $ (0.19) | $ (0.27) | $ (0.49) | $ (0.72) | $ (0.60) |
Quarterly financial data (una78
Quarterly financial data (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly financial data (unaudited) | |||||||||||
Revenue | $ 57,348 | $ 53,655 | $ 49,033 | $ 44,333 | $ 44,974 | $ 40,796 | $ 39,075 | $ 34,499 | $ 204,369 | $ 159,344 | $ 139,626 |
Loss from operations | (3,464) | (2,989) | (7,670) | (6,578) | (4,074) | (5,387) | (6,969) | (9,667) | (20,701) | (26,097) | (21,631) |
Net loss attributable to common stockholders | $ (1,019) | $ (3,450) | $ (8,017) | $ (6,880) | $ (4,372) | $ (5,709) | $ (7,266) | $ (9,984) | $ (19,366) | $ (27,331) | $ (22,292) |
Basic and diluted loss per share (in dollars per share) | $ (0.02) | $ (0.09) | $ (0.20) | $ (0.18) | $ (0.11) | $ (0.15) | $ (0.19) | $ (0.27) | $ (0.49) | $ (0.72) | $ (0.60) |
Subsequent events (Details)
Subsequent events (Details) - shares | 1 Months Ended | 12 Months Ended |
Feb. 28, 2018 | Dec. 31, 2017 | |
Performance-based restricted stock unit awards | ||
Subsequent events | ||
Vesting period | 3 years | |
Executive members | Time-based restricted stock unit awards | ||
Subsequent events | ||
Granted (in shares) | 44,000 | |
Vesting period | 3 years | |
Executive members | Performance-based restricted stock unit awards | ||
Subsequent events | ||
Granted (in shares) | 44,000 | |
Executive members | Performance-based restricted stock unit awards | Vesting not to exceed March 15, 2020 | ||
Subsequent events | ||
Vesting percentage | 66.67% | |
Executive members | Performance-based restricted stock unit awards | Vesting on May 1, 2020 | ||
Subsequent events | ||
Vesting percentage | 8.33% | |
Executive members | Performance-based restricted stock unit awards | Vesting quarterly after May 1, 2020 | ||
Subsequent events | ||
Vesting percentage upon completion of continuous service | 8.33% | |
Non-executive personnel | Time-based restricted stock unit awards | ||
Subsequent events | ||
Granted (in shares) | 168,000 | |
Vesting period | 3 years |