Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 22, 2019 | Jun. 30, 2018 | |
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, 2018 | ||
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 | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 929,616,225 | ||
Entity Common Stock, Shares Outstanding | 43,920,669 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 149,412 | $ 26,685 |
Accounts receivable, net | 42,766 | 26,148 |
Prepaid expenses and other current assets | 7,815 | 6,369 |
Total current assets | 199,993 | 59,202 |
Property and equipment, net | 314,179 | 262,359 |
Goodwill | 59,640 | 42,403 |
Intangible assets, net | 19,152 | 10,263 |
Other assets | 9,936 | 10,082 |
Total assets | 602,900 | 384,309 |
Current liabilities: | ||
Accounts payable | 21,543 | 11,589 |
Accrued expenses and other liabilities | 62,653 | 42,405 |
Deferred revenue | 80,383 | 61,708 |
Current portion of long-term debt | 0 | 875 |
Current portion of capital leases and notes payable | 6,612 | 5,771 |
Total current liabilities | 171,191 | 122,348 |
Deferred revenue, net of current portion | 137,205 | 149,168 |
Long-term debt | 151,670 | 0 |
Long-term portion of capital leases and notes payable | 4,911 | 6,747 |
Deferred tax liabilities | 1,073 | 1,004 |
Other liabilities | 6,728 | 6,012 |
Total liabilities | 472,778 | 285,279 |
Commitments and contingencies (Note 15) | ||
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; 42,669 and 40,995 shares issued and outstanding for 2018 and 2017, respectively | 4 | 4 |
Additional paid-in capital | 259,132 | 230,679 |
Accumulated deficit | (129,930) | (131,967) |
Accumulated other comprehensive loss | (1,295) | (898) |
Total common stockholders' equity | 127,911 | 97,818 |
Non-controlling interests | 2,211 | 1,212 |
Total stockholders' equity | 130,122 | 99,030 |
Total liabilities and stockholders' equity | $ 602,900 | $ 384,309 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
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 | 42,669,000 | 40,995,000 |
Common stock, shares outstanding | 42,669,000 | 40,995,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Consolidated Statements of Operations | |||
Revenue | $ 250,821 | $ 204,369 | $ 159,344 |
Costs and operating expenses: | |||
Network access | 113,572 | 90,702 | 69,112 |
Network operations | 52,215 | 47,615 | 42,307 |
Development and technology | 31,372 | 26,754 | 22,126 |
Selling and marketing | 22,647 | 20,933 | 18,729 |
General and administrative | 30,302 | 35,568 | 29,719 |
Amortization of intangible assets | 3,710 | 3,498 | 3,448 |
Total costs and operating expenses | 253,818 | 225,070 | 185,441 |
Loss from operations | (2,997) | (20,701) | (26,097) |
Interest and other expense, net | (1,887) | (153) | (459) |
Loss before income taxes | (4,884) | (20,854) | (26,556) |
Income tax (benefit) expense | (5,153) | (2,078) | 427 |
Net income (loss) | 269 | (18,776) | (26,983) |
Net income attributable to non-controlling interests | 1,489 | 590 | 348 |
Net loss attributable to common stockholders | $ (1,220) | $ (19,366) | $ (27,331) |
Net loss per share attributable to common stockholders: | |||
Basic (in dollars per share) | $ (0.03) | $ (0.49) | $ (0.72) |
Diluted (in dollars per share) | $ (0.03) | $ (0.49) | $ (0.72) |
Weighted average shares used in computing net loss per share attributable to common stockholders: | |||
Basic (in shares) | 42,066 | 39,824 | 38,025 |
Diluted (in shares) | 42,066 | 39,824 | 38,025 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Consolidated Statements of Comprehensive Income (Loss) | |||
Net income (loss) | $ 269 | $ (18,776) | $ (26,983) |
Other comprehensive (loss) income, net of tax: | |||
Foreign currency translation adjustments | (342) | (19) | 211 |
Comprehensive loss | (73) | (18,795) | (26,772) |
Comprehensive income attributable to non-controlling interest | 1,544 | 599 | 269 |
Comprehensive loss attributable to common stockholders | $ (1,617) | $ (19,394) | $ (27,041) |
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, 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 income (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 | |||||
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 income (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 | ||||
Issuance of common stock under stock incentive plans | 9,979 | $ 9,979 | ||||
Issuance of common stock under stock incentive plans (in shares) | 1,674 | |||||
Shares withheld for taxes | (10,536) | (10,536) | ||||
Stock-based compensation expense | 13,057 | 13,057 | ||||
Equity component of Convertible Notes, net of offering costs and tax | 39,922 | 39,922 | ||||
Payment for capped call share options | (23,969) | (23,969) | ||||
Non-controlling interest distributions | (614) | (614) | ||||
Cumulative effect of a change in accounting principle | 3,257 | 69 | 3,326 | |||
Net income (loss) | (1,220) | 1,489 | 269 | |||
Other comprehensive (loss) income | (397) | 55 | (342) | |||
Balance at Dec. 31, 2018 | $ 4 | $ 259,132 | $ (129,930) | $ (1,295) | $ 2,211 | $ 130,122 |
Balance (in shares) at Dec. 31, 2018 | 42,669 | 42,669 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities | |||
Net income (loss) | $ 269 | $ (18,776) | $ (26,983) |
Adjustments to reconcile net loss including non-controlling interests to net cash provided by operating activities: | |||
Depreciation and amortization of property and equipment | 78,837 | 69,097 | 49,202 |
Amortization of intangible assets | 3,710 | 3,498 | 3,448 |
Bad debt expense | 363 | 773 | 116 |
Impairment loss and loss on disposal of fixed assets, net | 238 | 1,158 | 66 |
Stock-based compensation | 12,268 | 14,215 | 12,805 |
Amortization of deferred financing costs and debt discount, net of amounts capitalized | 2,261 | 86 | 182 |
Change in deferred income taxes | (5,617) | (2,575) | 303 |
Changes in operating assets and liabilities, net of effect of acquisition: | |||
Accounts receivable | (13,702) | 16,046 | 526 |
Prepaid expenses and other assets | (800) | (841) | (835) |
Accounts payable | (246) | (1,554) | (465) |
Accrued expenses and other liabilities | 6,477 | 9,313 | 5,835 |
Deferred revenue | 9,263 | 7,288 | 71,005 |
Net cash provided by operating activities | 93,321 | 97,728 | 115,205 |
Cash flows from investing activities | |||
Purchases of property and equipment | (108,730) | (73,308) | (107,271) |
Payments for asset and business acquisitions | (24,624) | (1,150) | (60) |
Net cash used in investing activities | (133,354) | (74,458) | (107,331) |
Cash flows from financing activities | |||
Proceeds from Convertible Notes offering, net of issuance costs | 195,716 | 0 | 0 |
Payment for capped call options | (23,969) | 0 | 0 |
Proceeds from credit facility | 15,000 | 0 | 5,000 |
Principal payments on credit facility | (15,875) | (16,094) | (5,656) |
Proceeds from exercise of stock options | 9,979 | 9,244 | 2,984 |
Payments of capital leases and notes payable | (6,181) | (4,207) | (2,212) |
Payments of withholding tax on net issuance of restricted stock units | (10,536) | (4,872) | (2,827) |
Debt issuance costs | (695) | 0 | (124) |
Payments to non controlling interest | (614) | (125) | (286) |
Net cash provided by (used in) financing activities | 162,825 | (16,054) | (3,121) |
Effect of exchange rates on cash | (65) | (16) | 14 |
Net increase in cash and cash equivalents | 122,727 | 7,200 | 4,767 |
Cash and cash equivalents at beginning of year | 26,685 | 19,485 | 14,718 |
Cash and cash equivalents at end of year | 149,412 | 26,685 | 19,485 |
Supplemental disclosure of cash flow information | |||
Cash paid for interest, net of amounts capitlized | 0 | 239 | 0 |
Cash paid for taxes, net of refunds | 565 | 304 | 163 |
Supplemental disclosure of non-cash investing and financing activities | |||
Property and equipment costs included in accounts payable, accrued expenses and other liabilities | 37,275 | 20,554 | 16,976 |
Purchase of equipment and prepaid maintenance services under capital financing arrangements | 5,068 | 7,944 | 6,629 |
Capitalized stock-based compensation included in property and equipment costs | 789 | 696 | 727 |
Purchase price for asset and business acquisitions included in accrued expenses and other liabilities | 4,913 | 0 | 1,150 |
Debt issuance costs included in accrued expenses and other liabilities | 164 | 0 | 0 |
Tax effect on equity component of Convertible Notes | $ 5,686 | $ 0 | $ 0 |
The business
The business | 12 Months Ended |
Dec. 31, 2018 | |
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, multifamily, carrier offload, Wi-Fi roaming, value-added services, private label Wi-Fi, and location-based services. Retail products include Wi-Fi services for military personnel living in the barracks of U.S. Army, Air Force and Marines bases around the world, and Wi-Fi subscriptions and day passes that provide access to over 1.2 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, global consumer brands, and property owners, 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, 2018 | |
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 May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, which replaced the accounting standards for revenue recognition under FASB ASC 605, 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. The FASB amended several aspects of the guidance after the issuance of ASU 2014-09, and the new revenue recognition accounting standard, as amended, was codified within ASC 606, Revenue from Contracts with Customers . On January 1, 2018, we adopted ASC 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning on January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with ASC 605. Adoption of ASC 606 using the modified retrospective method required us to record a cumulative effect adjustment, net of tax, to accumulated deficit and non-controlling interests of $3,257 and $69, respectively, on January 1, 2018. In addition, adoption of the standard resulted in the following changes to the consolidated balance sheet as of January 1, 2018: January 1, 2018 Adjustment for January 1, 2018 (Per ASC 605) Adoption (Per ASC 606) Accounts receivable, net $ 26,148 $ (1,069) $ 25,079 Prepaid expenses and other current assets $ 6,369 $ 170 $ 6,539 Other assets $ 10,082 $ (2,179) $ 7,903 Deferred revenue, current $ 61,708 $ 14,176 $ 75,884 Deferred revenue, net of current portion $ 149,168 $ (20,580) $ 128,588 The below table summarizes the changes to our consolidated balance sheet as of December 31, 2018 as a result of the adoption of ASC 606: December 31, 2018 Adjustment for December 31, 2018 (Per ASC 605) Adoption (Per ASC 606) (in thousands) Accounts receivable, net $ 43,410 $ (644) $ 42,766 Prepaid expenses and other current assets $ 7,603 $ 212 $ 7,815 Other assets $ 12,224 $ (2,288) $ 9,936 Deferred revenue, current $ 82,731 $ (2,348) $ 80,383 Deferred revenue, net of current portion $ 147,785 $ (10,580) $ 137,205 Non-controlling interests $ 408 $ 1,803 $ 2,211 The below table summarizes the changes to our consolidated statement of operations for the year ended December 31, 2018 as a result of the adoption of ASC 606 with income taxes calculated excluding the tax effect on the equity component of the Convertible Notes: Year Ended Year Ended December 31, 2018 Adjustment for December 31, 2018 (Per ASC 605) Adoption (Per ASC 606) (in thousands) Revenue $ 244,307 $ 6,514 $ 250,821 Income tax benefit $ (4,785) $ (368) $ (5,153) Non-controlling interests $ (245) $ 1,734 $ 1,489 The changes to the consolidated balance sheets as of January 1, 2018 and December 31, 2018 and the consolidated statement of operations for the year ended December 31, 2018 were primarily due to the following factors: (i) reclassification of unbilled receivables (contract assets) to a contra-liability account under ASC 606; and (ii) recognition of revenue related to our single performance obligation for our DAS contracts monthly over the contract term once the customer has the ability to access the DAS network and we commence maintenance on the DAS network under ASC 606 as compared to recognition of build-out fees for our DAS contracts monthly over the term of the estimated customer relationship period once the build-out is complete and minimum monthly access fees for our DAS contracts monthly over the term of the telecom operator agreement under ASC 605. The changes to the consolidated balance sheet as of January 1, 2018 are reflected as non-cash changes within cash provided by operating activities in our consolidated statement of cash flows for the year ended December 31, 2018. 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 will be applied prospectively to modifications that occur on or after the adoption date. We adopted ASU 2017-09 on January 1, 2018 and the adoption of this standard did not have a material impact on our consolidated financial statements. 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 November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. We adopted ASU 2016-18 on January 1, 2018 under the retrospective transition method for each period presented in our consolidated statements of cash flows. 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. Use of estimates The preparation of accompanying consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the accompanying consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Assets and liabilities which are subject to significant judgment and the use of estimates include the allowance for doubtful accounts, recoverability of goodwill and long-lived assets, valuation allowances with respect to deferred tax assets, uncertain tax positions, useful lives associated with property and equipment, valuation and useful lives of intangible assets, valuation of contingent consideration, contract assets and contract liabilities including estimates of variable consideration, and the valuation and assumptions underlying stock-based compensation and other equity instruments. On an ongoing basis, we evaluate our estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities. Concentrations of credit risk Financial instruments that potentially subject us to significant concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. We extend credit based upon the evaluation of the customer’s financial condition and generally collateral is not required. We maintain an allowance for doubtful accounts based upon expected collectability of accounts receivable. We primarily estimate our allowance for doubtful accounts based on a specific review of significant outstanding accounts receivable. For the year ended December 31, 2018, three customers accounted for 37% of total revenue. 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. At December 31, 2018, four customers accounted for 20%, 19%, 17% and 13% of the total accounts receivable, respectively. At December 31, 2017, three customers accounted for 19%, 17% and 13% 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, 2018 and 2017, 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. Our cost basis includes property and equipment acquired in business combinations that were initially recorded at fair value as of the date of acquisition. Maintenance and repairs are charged to expense as incurred and the cost of additions and betterments that increase the useful lives of the assets are capitalized. Depreciation and amortization 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. We include amortization of acquired intangibles in amortization of intangible assets in the accompanying consolidated statements of operations. We perform an impairment review of long‑lived assets held and used whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors we consider important that could trigger an impairment review include but are not limited to: significant under‑performance relative to projected future operating results, significant changes in the manner of our use of the acquired assets or our overall business and product strategies and significant industry or economic trends. When we determine that the carrying value of a long‑lived asset may not be recoverable based upon the existence of one or more of these indicators, we determine the recoverability by comparing the carrying amount of the asset to net future undiscounted cash flows that the asset is expected to generate or other indices of fair value. We would then recognize an impairment charge equal to the amount by which the carrying amount exceeds the fair market value of the asset. Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in connection with the acquisition of Concourse Communication Group, LLC in June 2006, Cloud 9 Wireless, Inc. in August 2012, Endeka Group, Inc. in February 2013, Electronic Media Systems, Inc. and Advanced Wireless Group, LLC in October 2013, and Elauwit Networks, LLC in August 2018. We test goodwill for impairment in accordance with guidance provided by FASB ASC 350, Intangibles—Goodwill and Other . 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 31 st . Entities have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the goodwill impairment test described in FASB ASC 350. If, after assessing qualitative factors, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the impairment test is unnecessary. The impairment loss, if any, is measured by comparing the implied fair value of the reporting unit goodwill with the carrying amount of goodwill. Currently, we have one reporting unit, one operating segment and one reportable segment. At December 31, 2018 and 2017, 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. Convertible debt transactions We separately account for the liability and equity components of convertible debt instruments that can be settled in cash by allocating the proceeds from issuance between the liability component and the embedded conversion option in accordance with accounting for convertible debt instruments that may be settled in cash (including partial cash settlement) upon conversion. The value of the equity component is calculated by first measuring the fair value of the liability component, using the interest rate of a similar liability that does not have a conversion feature, as of the issuance date. The difference between the proceeds from the convertible debt issuance and the amount measured as the liability component is recorded as the equity component with a corresponding discount recorded on the debt. We recognize amortization of the resulting discount using the effective interest method as interest expense on our consolidated statements of operations. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. We have allocated issuance costs incurred to the liability and equity components. Issuance costs attributable to the liability component are being amortized to expense over the respective term of the Convertible Notes, and issuance costs attributable to the equity components were netted with the respective equity component in additional paid-in capital. Simultaneously, we bought capped call options from a financial institution to minimize the impact of potential dilution of our common stock upon conversion. The premium for the capped call options was recorded as additional paid-in capital on our consolidated balance sheets as the options are settleable in our common stock. Revenue recognition We generate revenue from several sources including: (i) 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 property owners for multifamily properties that provide for network installation and monthly Wi-Fi services and support to the residents and employees, (iv) arrangements with wholesale Wi-Fi customers that provide software licensing, network access, and/or professional services fees, and (v) display advertisements and sponsorships on our walled garden sign-in pages. Software licensed by our wholesale platform services customers can only be used during the term of the service arrangements and has no utility to them upon termination of the service arrangement. Post-ASC 606 adoption Revenues are recognized when a contract with a customer exists and control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services and the identified performance obligation has been satisfied. Contracts entered into at or near the same time with the same customer are combined and accounted for as a single contract if the contracts have a single commercial objective, the amount of consideration is dependent on the price or performance of the other contract, or the services promised in the contracts are a single performance obligation. Contract amendments are routine in the performance of our DAS, wholesale Wi-Fi, and advertising contracts. Contracts are often amended to account for changes in contract specifications or requirements to expand network access services. In most instances, our DAS and wholesale Wi-Fi contract amendments are for additional goods or services that are distinct, and the contract price increases by an amount that reflects the standalone selling price of the additional goods or services; therefore, such contract amendments are accounted for as separate contracts. Contract amendments for our advertising contracts are also generally for additional goods or services that are distinct; however, the contract price does not increase by an amount that reflects the standalone selling price of the additional goods or services. Advertising contract amendments are therefore generally accounted for as contract modifications under the prospective method. Contract amendments to transaction prices with no change in remaining services are accounted for as contract modifications under the cumulative catch-up method. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASC 606. A contract’s transaction price is allocated to each distinct performance obligation and is recognized as revenue when, or as, the performance obligation is satisfied, which typically occurs when the services are rendered. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Our contracts with customers may include multiple performance obligations. For such arrangements, we allocate revenue to each performance obligation based on its relative standalone selling price. We generally determine standalone selling prices based on the prices charged to customers. Judgment may be used to determine the standalone selling prices for items that are not sold separately, including services provided at no additional charge. Most of our performance obligations are satisfied over time as services are provided. We generally recognize revenue on a gross basis as we are primarily responsible for fulfilling the promises to provide the specified goods or services, we are responsible for paying all costs related to the goods or services before they have been transferred to the customer, and we have discretion in establishing prices for the specified goods or services. Revenue is presented net of any sales and value added taxes. Payment terms vary on a contract-by-contract basis, although terms generally include a requirement of payment within 30 to 60 days for non-recurring payments, the first day of the monthly or quarterly billing cycle for recurring payments for DAS and wholesale Wi-Fi contracts, and the first day of the month prior to the month that services are provided for multifamily contracts. We apply a practical expedient for purposes of determining whether a significant financing component may exist for our contracts if, at contract inception, we expect that the period between when we transfer the promised good or service to the customer and when the customer pays for that good or service will be one year or less. In instances where the customer pays for a good or service one year or more in advance of the period when we transfer the promised good or service to the customer, we have determined our contracts generally do not include a significant financing component. The primary purpose of our invoicing terms is not to receive financing from our customers or to provide customers with financing but rather to maximize our profitability on the customer contract. Specifically, inclusion of non-refundable upfront fees in our long-term customer contracts increases the likelihood that the customer will be committed through the end of the contractual term and ensures recoverability of the capital outlay that we incur in expectation of the customer fulfilling its contractual obligations. We may also provide service credits to our customers if we fail to meet contractual monthly system uptime requirements and we account for the variable consideration related to these service credits using the most likely amount method. For contracts that include variable consideration, we estimate the amount of consideration at contract inception under the expected value method or the most likely amount method and include the amount of variable consideration that is not considered to be constrained. Significant judgment is used in constraining estimates of variable consideration. We update our estimates at the end of each reporting period as additional information becomes available. Timing of revenue recognition may differ from the timing of invoicing to customers. We record unbilled receivables (contract assets) when revenue is recognized prior to invoicing, deferred revenue (contract liabilities) when revenue is recognized after invoicing, and receivables when we have an unconditional right to consideration to invoice and receive payment in the future. We present our DAS, multifamily, and wholesale Wi-Fi contracts in our consolidated balance sheet as either a contract asset or a contract liability with any unconditional rights to consideration presented separately as a receivable. Our other customer contracts generally do not have any significant contract asset or contract liability balances. Generally, a significant portion of the billing for our DAS contracts occurs prior to revenue recognition, resulting in our DAS contracts being presented as contract liabilities. In contrast, our wholesale Wi-Fi contracts that contain recurring fees with annual escalations are generally presented as contract assets as revenue is recognized prior to invoicing. Our multifamily contracts can be presented as either contract liabilities or contract assets primarily as a result of timing of invoicing for the network installations. We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. We have determined that certain sales incentive programs meet the requirements to be capitalized. Total capitalized costs to obtain a contract were immaterial during the year ended December 31, 2018 and are included in prepaid expenses and other current assets and non-current other assets on our consolidated balance sheets. We apply a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less, the most significant of which relates to sales commissions related to obtaining our advertising customer contracts. Contract costs are evaluated for impairment in accordance with ASC 310, Receivables . DAS We enter into long-term contracts with telecom operators at our managed and operated locations. The initial term of our contracts with telecom operators generally range from five to twenty years and the agreements generally contain renewal options. Some of our contracts provide termination for convenience clauses that may or may not include substantive termination penalties. We apply judgment in determining the contract term, the period during which we have present and enforceable rights and obligations. Our DAS customer contracts generally contain a single performance obligation—provide non-exclusive access to our DAS or small cell networks to provide telecom operators’ customers with access to the licensed wireless spectrum, together with providing telecom operators with construction, installation, optimization/engineering, maintenance services and agreed-upon storage space for the telecom operators’ transmission equipment, each related to providing such licensed wireless spectrum to the telecom operators. The performance obligation is considered a series of distinct services as the performance obligation is satisfied over time and the same time-based input method would be used to measure our progress toward complete satisfaction of the performance obligation to transfer each distinct service in the series to the customer. Our contract fee structure generally includes a non-refundable upfront fee and we evaluated whether customer options to renew services give rise to a material right that should be accounted for as a separate performance obligation because of those non-refundable upfront fees. We believe that a material right generally does not exist for our DAS customer contracts that contain renewal options because the telecom operators’ decision to renew is highly dependent upon our ability to maintain our exclusivity as the DAS service provider at the venue location and our limited operating history with venue and customer renewals. The telecom operators will make the decision to incur the capital improvement costs at the venue location irrespective of our remaining exclusivity period with the venue as the telecom operators expect that the assets will continue to be serviced regardless of whether we will remain such exclusive DAS service provider. Our contracts also provide our DAS customers with the option to purchase additional future services such as upgrades or enhancements. This option is not considered to provide the customer with a material right that should be accounted for as a separate performance obligation since the cost of the additional future services depends entirely on the market rate of such services at the time such services are requested and we are not automatically obligated to stand ready to deliver these additional goods or services as the customer may reject our proposal. Periodically, we install and sell DAS 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 re |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2018 | |
Acquisitions | |
Acquisitions | 3. Acquisitions Elauwit Networks, LLC On August 1, 2018, we acquired the assets of Elauwit Networks, LLC (“Elauwit”) for $28,000 plus other contingent consideration. Elauwit provides data and video services to multi-unit dwelling properties including student housing, condominiums, apartments, senior living, and hospitality industries throughout the U.S. In addition, Elauwit builds and maintains the network that supports these services for property owners and managers and provides support for residents and employees. The acquisition has been accounted for under the acquisition method of accounting in accordance with FASB ASC 805, Business Combinations . As such, the assets acquired and liabilities assumed are recorded at their acquisition-date fair values. The total purchase price was $29,537, which includes contingent consideration fair valued at $961. At the closing date, we paid cash of $15,576. $13,000 of the purchase price was held back for the following: (i) $11,000 held back for third-party consents not obtained at closing for certain customer agreements, which will be released as Elauwit delivers third-party consents with respect to such customer agreements; and (ii) a $2,000 indemnification holdback that is being retained for a period of 12 months following the closing of the acquisition. As of December 31, 2018, we paid $9,048 of the amounts held back for third-party consents. We paid the remaining $1,952 for amounts held back for third-party consents in January 2019. The contingent consideration could require payments in the aggregate amount of up to $15,000 that would be due and payable subject to certain conditions and the successful achievement of annual revenue targets for the acquired business during the 2019 and 2020 fiscal years. We do not expect to make any payments related to the 2018 annual revenue targets as the targets were not met as of December 31, 2018. The contingent consideration is subject to acceleration under certain corporate events. The fair value of the contingent consideration is based on Level 3 inputs. Further changes in the fair value of the contingent consideration will be recorded through operating income (loss). The contingent consideration was valued at the date of acquisition using the Monte Carlo method reflecting the average expected monthly revenue, an annual risk-free rate of 2.78%, and an annual revenue volatility rate of 40%. The identifiable intangible assets were primarily valued using the excess earnings, relief from royalty, and loss-of-revenue methods using discount rates ranging from 8.0% to 21.0% and a 1.0% royalty rate, where applicable. The amortizable intangible assets are being amortized on a straight-line basis over their estimated useful lives. We allocated the excess of the purchase price over the fair value of assets acquired and liabilities assumed to goodwill, which is deductible for tax purposes. The goodwill arising from the Elauwit acquisition is attributable primarily to expected synergies and other benefits, including the acquired workforce, from combining Elauwit with us. ASC 805 provides for a measurement period not to exceed one year from the acquisition date to adjust the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. To date, we have not recorded any material measurement period adjustments. The following summarizes the preliminary purchase price allocation: Weighted Average Estimated Useful Estimated Fair Value Life (years) Consideration: Cash paid $ 15,576 Holdback consideration 13,000 Contingent consideration 961 Total consideration $ 29,537 Recognized amounts of identifiable assets acquired and liabilities assumed: Accounts receivable $ 4,494 Prepaid expenses and other current assets 1,687 Property and equipment 195 Other non-current assets 177 Accounts payable (2,049) Accrued expenses and other liabilities (683) Deferred revenue (3,854) Other non-current liabilities (307) Net tangible liabilities acquired (340) Backlog 7,030 5.0 Customer relationships 2,490 10.0 Partner relationships 1,200 10.0 Transition services agreement 540 2.0 Non-compete agreement 1,380 3.0 Goodwill 17,237 Total purchase price $ 29,537 The following table presents the results of Elauwit included in the Company’s revenue and net loss: Year Ended December 31, 2018 2017 2016 Revenue $ 11,228 $ — $ — Net loss (2,349) — — Pro forma results (Unaudited) The following table presents the unaudited pro forma results of the Company for the years ended December 31, 2018 and 2017 as if the acquisition of Elauwit had occurred on January 1, 2017 and therefore includes Elauwit’s revenue and net income (loss), as adjusted, for those periods. These results are not intended to reflect the actual operations of the Company had the acquisition occurred on January 1, 2017. Income taxes were calculated based on the effective tax rates for 2018 and 2017, excluding the tax effects on the equity component of Convertible Notes recorded in 2018. Acquisition transaction costs have been excluded from the pro forma net loss. Year Ended December 31, 2018 2017(2) Revenue $ 268,693 $ 229,503 Net loss (739) (20,827) Net loss attributable to common stockholders (2,224) (21,417) Net loss per share attributable to common stockholders Basic $ (0.05) $ (0.54) Diluted $ (0.05) $ (0.54) (2) As noted above, prior period amounts have not been adjusted upon adoption of ASC 606 under the modified retrospective method. |
Cash and cash equivalents
Cash and cash equivalents | 12 Months Ended |
Dec. 31, 2018 | |
Cash and cash equivalents | |
Cash and cash equivalents | 4. Cash and cash equivalents Cash and cash equivalents consisted of the following: December 31, 2018 2017 Cash and cash equivalents: Cash $ 11,689 $ 24,430 Money market accounts 137,723 2,255 Total cash and cash equivalents $ 149,412 $ 26,685 For the years ended December 31, 2018, 2017 and 2016, interest income was $742, $17 and $8, respectively, which is included in interest and other expense, net in the accompanying consolidated statements of operations. |
Accounts receivables, net
Accounts receivables, net | 12 Months Ended |
Dec. 31, 2018 | |
Accounts receivables, net | |
Accounts receivables, net | 5. Accounts receivables, net Included in accounts receivables, net for the periods indicated was the allowance for doubtful accounts, which consisted of the following: Allowance for Doubtful Accounts Balance, December 31, 2015 $ 605 Additions charged to operations 116 Deductions from reserves, net (279) Balance, December 31, 2016 442 Additions charged to operations 773 Deductions from reserves, net (352) Balance, December 31, 2017 863 Additions charged to operations 363 Deductions from reserves, net (43) Balance, December 31, 2018 $ 1,183 |
Contract assets and contract li
Contract assets and contract liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Contract assets and contract liabilities | |
Contract assets and contract liabilities | 6. Contract assets and contract liabilities The opening and closing balances of our contract asset, net, contract liability, net, and receivables balances from contracts with customers for the year ended December 31, 2018 are as follows: Contract Contract Assets, Net Liabilities, Net Balance at January 1, 2018 $ 798 $ 204,472 Balance at December 31, 2018 468 217,733 Change $ (330) $ 13,261 The current and non-current portions of our contract assets, net is included within prepaid expenses and other current assets and other assets, respectively, and current and non-current portions of our contract liabilities, net are included within deferred revenue and deferred revenue, net of current portion, respectively, in our consolidated balance sheets. Contract assets, net is generated from our multifamily and wholesale Wi-Fi contracts and the change in the contract assets, net balance includes activity related to amounts acquired from the Elauwit acquisition and amounts invoiced offset by revenue recognized from performance obligations satisfied in the current reporting period. Contract liabilities are recorded when fees are collected, or we have an unconditional right to consideration (a receivable) in advance of delivery of goods or services. The change in contract liabilities, net balance is related to amounts acquired from the Elauwit acquisition and customer activity associated with each of our product offerings including the receipt of cash payments and the satisfaction of our performance obligations. Revenues for the year ended December 31, 2018 include the following: Year Ended December 31, 2018 Amounts included in the beginning of period contract liability balance $ 85,592 Amounts associated with performance obligations satisfied in previous periods 378 As of December 31, 2018, the aggregate amount of the transaction price allocated to remaining service performance obligations for our DAS contracts was $202,113. We expect to recognize this revenue as service is provided over the remaining contract term. As of December 31, 2018, our DAS contracts have a remaining duration of less than one year to sixteen years. Certain of our wholesale Wi-Fi contracts include variable consideration based on usage. This variable consideration has been excluded from the disclosure of remaining performance obligations. As of December 31, 2018, the aggregate amount of the transaction price allocated to remaining service performance obligations for certain of our wholesale Wi-Fi contracts with guaranteed minimum consideration was $9,999. We expect to recognize this revenue as service is provided over the remaining contract term. As of December 31, 2018, our wholesale Wi-Fi contracts have a remaining duration of less than one year to sixteen years. Information about remaining performance obligations that are part of a contract that has an original expected duration of one year or less have been excluded from the above, which primarily consists of network installations for our multifamily customers and monthly service contracts. |
Property and equipment
Property and equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property and equipment | |
Property and equipment | 7. Property and equipment The following is a summary of property and equipment, at cost less accumulated depreciation and amortization: December 31, 2018 2017 Leasehold improvements $ 474,808 $ 418,023 Software 51,534 42,281 Construction in progress 40,369 27,291 Computer equipment 14,215 13,245 Furniture, fixtures and office equipment 2,141 1,806 Total property and equipment 583,067 502,646 Less: accumulated depreciation and amortization (268,888) (240,287) Total property and equipment, net $ 314,179 $ 262,359 Included in property and equipment at December 31, 2018 and 2017 was equipment acquired under capital leases totaling $16,284 and $12,714, respectively, and related accumulated depreciation and amortization of $6,245 and $3,744, 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: Year Ended December 31, 2018 2017 2016 Network access $ 49,766 $ 42,435 $ 27,013 Network operations 17,590 16,382 13,966 Development and technology 10,443 9,247 7,207 General and administrative 1,038 1,033 1,016 Total depreciation and amortization of property and equipment $ 78,837 $ 69,097 $ 49,202 During the years ended December 31, 2018, 2017, and 2016 we recognized $148, $882, and $54, respectively, of impairment losses primarily related to construction in progress projects that were abandoned. During the years ended December 31, 2018 and 2017, we also recognized $90 and $276, respectively, of losses on disposals of property and equipment. |
Goodwill and intangible assets
Goodwill and intangible assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and intangible assets | |
Goodwill and intangible assets | 8. Goodwill and intangible assets Goodwill The following table sets forth the changes in our goodwill balance, for all periods presented: Goodwill Balance, December 31, 2016 and December 31, 2017 $ 42,403 Acquisition of Elauwit 17,237 Balance, December 31, 2018 $ 59,640 Intangible assets The following table sets forth the changes in our intangible assets balance, for all periods presented: Intangible Assets Balance, December 31, 2016 $ 13,783 Amortization expense (3,520) Balance, December 31, 2017 10,263 Additions 12,640 Amortization expense (3,751) Balance, December 31, 2018 $ 19,152 Intangible assets at December 31, 2018 consist of the following: Historical Accumulated Cost Amortization Net Venue contracts $ 20,530 $ (13,829) $ 6,701 Backlog 7,030 (586) 6,444 Customer and partner relationships 3,780 (206) 3,574 Non-compete agreements, technology and other 5,084 (2,651) 2,433 $ 36,424 $ (17,272) $ 19,152 Intangible assets at December 31, 2017 consist of the following: Historical Accumulated Cost Amortization Net Venue contracts $ 22,061 $ (13,835) $ 8,226 Non-compete agreements, technology and other 6,844 (4,807) 2,037 $ 28,905 $ (18,642) $ 10,263 The decrease in our intangible assets cost and accumulated amortization balances from 2017 to 2018 is primarily related to the write-off of venue contract intangible assets that have expired. Amortization expense for fiscal years 2019 through 2023 and thereafter is as follows: Amortization Year Expense 2019 $ 4,435 2020 4,221 2021 3,494 2022 3,030 2023 1,863 Thereafter 2,109 $ 19,152 |
Accrued expenses and other liab
Accrued expenses and other liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Accrued expenses and other liabilities | |
Accrued expenses and other liabilities | 9. Accrued expenses and other liabilities Accrued expenses and other liabilities consisted of the following: December 31, 2018 2017 Accrued construction in progress $ 20,930 $ 12,661 Accrued customer liabilities 15,219 7,100 Revenue share 5,514 5,506 Salaries and wages 4,425 5,066 Accrued taxes 2,745 1,897 Holdback consideration 2,000 — Acquisition purchase consideration 1,952 — Accrued professional fees 1,434 1,979 Accrued partner network 1,228 1,799 Other 7,206 6,397 Total accrued expenses and other liabilities $ 62,653 $ 42,405 |
Convertible Notes
Convertible Notes | 12 Months Ended |
Dec. 31, 2018 | |
Convertible Notes | |
Convertible Notes | 10. Convertible Notes In October 2018, the Company sold, through the initial purchasers, convertible senior notes (“Convertible Notes”) to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended, for gross proceeds of $201,250. The Convertible Notes are senior, unsecured obligations with interest payable semi-annually in cash at a rate of 1.00% per annum on April 1 st and October 1 st of each year, beginning on April 1, 2019. The Convertible Notes will mature on October 1, 2023 unless they are redeemed, repurchased or converted prior to such date. Prior to April 1, 2023, the Convertible Notes are convertible at the option of holders only during certain periods and upon satisfaction of certain conditions. Thereafter, the Convertible Notes will be convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the Convertible Notes may be settled in shares of the Company’s common stock, cash or a combination of cash and shares of the Company’s common stock, at the Company’s election. It is our current intent to settle the principal and interest amounts of the Convertible Notes with cash. The Convertible Notes have an initial conversion rate of 23.6323 shares of common stock per $1,000 principal amount of the Convertible Notes, which will be subject to customary anti-dilution adjustments in certain circumstances. This represents an initial effective conversion price of approximately $42.31 per share, which represents a premium of approximately 30% to the $32.55 per share closing price of the Company’s common stock on October 2, 2018, the date the Company priced the offering. The Company may redeem all or any portion of the Convertible Notes, at its option, on or after October 5, 2021, at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, if the last reported sale price of the Company’s stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides written notice of redemption. Holders of Convertible Notes may require the Company to repurchase their Convertible Notes upon the occurrence of certain events that constitute a fundamental change under the indenture governing the Convertible Notes at a fundamental change repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the date of repurchase. In connection with certain corporate events or if the Company issues a notice of redemption prior to the maturity date, it will, under certain circumstances, increase the conversion rate for holders who elect to convert their Convertible Notes in connection with such corporate event or notice of redemption. In connection with the pricing of the Convertible Notes, the Company entered into privately negotiated capped call transactions with a financial institution. The capped call transactions initially cover, subject to customary anti-dilution adjustments, the number of shares of the Company’s common stock that initially underlie the Convertible Notes. The cap price of the capped call transactions is initially $65.10 per share of the Company’s common stock, representing a premium of 100% above the closing price of $32.55 per share of the Company’s common stock on October 2, 2018, and is subject to certain adjustments under the terms of the capped call transactions. The capped call transactions are expected generally to reduce potential dilution to the Company’s common stock upon conversion of the Convertible Notes and/or offset the potential cash payments that the Company could be required to make in excess of the principal amount of any converted Convertible Notes upon conversion thereof, with such reduction and/or offset subject to a cap based on the cap price. The Company paid $23,969 for the capped call transactions, which was recorded as additional paid-in capital, using a portion of the gross proceeds from the sale of the Convertible Notes. The capped call is expected to be tax deductible as the Company elected to integrate the capped call into the Convertible Notes for tax purposes. The tax effect on the equity component of the Convertible Notes of $5,686 was recorded as additional paid-in capital. The following table summarizes the Convertible Notes as of December 31, 2018: December 31, 2018 Par value of the Convertible Notes $ 201,250 Unamortized debt discounts (45,058) Unamortized debt issuance costs (4,522) Net carrying value of Convertible Notes $ 151,670 The fair value of our Convertible Notes was $169,970 as of December 31, 2018. The estimated fair value of Convertible Notes is based on market rates and the closing trading price of the Convertible Notes as of December 31, 2018 and is classified as Level 2 in the fair value hierarchy. As of December 31, 2018, the if-converted value of the Convertible Notes did not exceed the principal amount. The Company incurred debt issuance costs of $6,169 in October 2018. In accordance with FASB ASC 470, Debt , these costs were allocated to debt and equity components in proportion to the allocation of proceeds. $1,442 of issuance costs were recorded as additional paid-in capital and such amounts are not subject to amortization. The remaining issuance costs of $4,727 are recorded as debt issuance costs in the net carrying value of Convertible Notes. The debt issuance costs are amortized on an effective interest basis over the term of the Convertible Notes. Debt issuance cost amortization expense was $205 for the year ended December 31, 2018, which was included in interest and other expense, net in the accompanying consolidated statements of operations for the year ended December 31, 2018. The following table sets forth interest expense related to the Convertible Notes for the year ended December 31, 2018: December 31, 2018 Contractual interest expense $ 2,677 Amortization of debt issuance costs 205 Amortization of debt discount 1,992 Total $ 4,874 Effective interest rate of the liability component 7.1 % During the year ended December 31, 2018, we capitalized $508 of amortization and interest expense related to the Convertible Notes. Amortization expense for our debt discount and debt issuance costs for fiscal years 2019 through 2023 is as follows: Debt Issuance Year Debt Discounts Costs 2019 $ 8,245 $ 849 2020 8,864 901 2021 9,528 956 2022 10,241 1,015 2023 8,180 801 $ 45,058 $ 4,522 |
Credit Facility
Credit Facility | 12 Months Ended |
Dec. 31, 2018 | |
Credit Facility | |
Credit Facility | 11. Credit Facility In February 2019, we entered into a new Credit Agreement (the “New Credit Agreement”) and related agreements with Bank of America, N.A. acting as agent for lenders named therein, including Bank of America, N.A., Silicon Valley Bank, Bank of the West, Zions Bancorporation, N.A. dba California Bank & Trust, and Barclays Bank PLC (the “Lenders”), for a secured credit facility in the form of a revolving line of credit of up to $150,000 (the “Revolving Line of Credit”) and a term loan of $3,500 (the “Term Loan” and together with the Revolving Line of Credit, the “New Credit Facility”). The New Credit Facility replaced the November 2014 Credit Facility with Bank of America, N.A. acting as agents for lenders named therein, which expired on November 21, 2018. We may use borrowings under the New Credit Facility for general working capital and corporate purposes. In general, amounts borrowed under the New Credit Facility are secured by a lien against all of our assets, with certain exclusions. Amounts borrowed under the Revolving Line of Credit and Term Loan will bear variable interest at the greater of LIBOR plus 1.75% ‑ 2.75% or Lender’s Prime Rate plus 0.75% ‑ 1.75% per year and we will pay a fee of 0.25% ‑ 0.5% per year on any unused portion of the Revolving Line of Credit. The Term Loan requires quarterly payments of interest and principal until it is repaid in full on the maturity date but may be prepaid in whole or part at any time. Our New Credit Facility will mature on April 3, 2023. Repayment of amounts borrowed under the New Credit Facility may be accelerated in the event that we are in violation of the representations, warranties and covenants made in the New Credit Agreement, including certain financial covenants set forth therein, and under other specified default events including, but not limited to, non‑payment or inability to pay debt, breach of cross default provisions, insolvency provisions, and change of control. The Company is subject to customary financial and non-financial covenants under the New Credit Facility, including a minimum quarterly consolidated senior secured leverage ratio, a minimum quarterly consolidated total leverage ratio, a maximum quarterly consolidated fixed charge coverage ratio, and cash on hand minimums. The Company incurred $224 of debt issuance costs related to the New Credit Facility in 2018. Debt issuance costs will be amortized on a straight-line basis over the term of the New Credit Facility. Amortization expense related to debt issuance costs for the previous Credit Facility are included in interest and other expense in the accompanying consolidated statements of operations for the years ended December 31, 2018, 2017, and 2016. Amortization and interest expense for the November 2014 Credit Agreement capitalized amounted to $288, $773, and $823 for the years ended December 31, 2018, 2017, and 2016, respectively. Amortization and interest expense for the previous Credit Agreement recorded amounted to $106, $187, and $309 for the years ended December 31, 2018, 2017, and 2016, respectively. Interest rates for our previous Credit Facility for the period from January 1, 2018 to November 21, 2018 ranged from 4.2% to 6.8%. |
Fair value measurement
Fair value measurement | 12 Months Ended |
Dec. 31, 2018 | |
Fair value measurement | |
Fair value measurement | 12. Fair value measurement The following table sets forth our financial assets and liabilities that are measured at fair value on a recurring basis: At December 31, 2018 Level 1 Level 2 Level 3 Total Assets: Money market accounts $ 137,723 $ — $ — $ 137,723 Total assets $ 137,723 $ — $ — $ 137,723 Liabilities: Contingent consideration $ — $ — $ 961 $ 961 Total liabilities $ — $ — $ 961 $ 961 At December 31, 2017 Level 1 Level 2 Level 3 Total Assets: Money market accounts $ 2,255 $ — $ — $ 2,255 Total assets $ 2,255 $ — $ — $ 2,255 The Company’s contingent consideration obligation was initially recorded at fair value and the Company will revalue this obligation each reporting period until the related contingencies are resolved. The fair value measurement is estimated using probability-weighted discounted cash flow approaches that are based on significant unobservable inputs related to achievement of estimated annual sales and are reviewed quarterly. Significant changes to estimated annual sales and discount rates would result in corresponding changes in the fair value of this obligation. There were no significant changes to the fair value of our contingent consideration liabilities during the period ended December 31, 2018.The following table presents a reconciliation of the beginning and ending amounts related to the fair value of contingent consideration categorized as Level 3: Beginning balance, January 1, 2018 $ — Additions 961 Payment of contingent consideration — Change in fair value — Balance, December 31, 2018 $ 961 |
Stockholders' equity
Stockholders' equity | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' equity | |
Stockholders' equity | 13. Stockholders’ equity At December 31, 2018 and 2017, 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 17 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, 2018 2017 (in thousands) Outstanding stock options under the 2001 Plan 14 155 Outstanding stock options under the 2011 Plan 290 1,128 Outstanding RSUs under the 2011 Plan 3,119 3,324 Shares available for grant under the 2011 Plan 2,979 3,863 Total 6,402 8,470 The Convertible Notes have an initial conversion rate of 23.6323 shares of common stock per $1,000 principal amount of the Convertible Notes, which will be subject to customary anti-dilution adjustments in certain circumstances. The amount of shares that would be issuable assuming conversion of all of the Convertible Notes is approximately 4,756,000. |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income taxes | |
Income taxes | 14. Income taxes The income tax (benefit) expense by jurisdiction recorded as part of continuing operations consists of the following for the years ended December 31: 2018 2017 2016 U.S. federal: Current $ 18 $ (6) $ 55 Deferred (4,569) (2,787) 345 Total U.S. federal $ (4,551) $ (2,793) $ 400 U.S. state and local: Current $ 285 $ 503 $ 69 Deferred (1,048) 212 (42) Total U.S. state and local $ (763) $ 715 $ 27 Foreign: Current $ 161 $ — $ — Total foreign $ 161 $ — $ — In 2018, federal, state and local deferred tax expense of $5,686 related to the equity component of the Convertible Notes was recorded as additional paid-in capital. Income taxes differ from the amounts computed by applying the U.S. federal income tax rate to pretax income before income taxes as a result of the following for the years ended December 31: 2018 2017 2016 Federal statutory rate 21.0 % 34.0 % 34.0 % State and local 19.7 9.6 2.2 Foreign rate differential (0.5) (0.7) (0.4) Stock options (47.2) 0.4 (1.5) Excess tax benefits from stock-based compensation 106.4 34.3 2.8 Non-controlling interests 5.5 1.1 0.6 Valuation allowance (90.7) (83.6) (38.9) Uncertain tax positions 2.3 0.6 (0.2) Effect of U.S. tax reform law changes — 14.7 — Convertible Notes 94.9 — — Other (5.9) (0.4) (0.2) Income taxes 105.5 % 10.0 % (1.6) % We have a foreign subsidiary in the United Kingdom, which has generated losses since inception resulting in a $2,022 deferred tax asset with a corresponding valuation allowance as of December 31, 2018. We also have a majority owned foreign subsidiary in Brazil, which has a $521 deferred tax asset with a corresponding valuation allowance as of December 31, 2018 due to historical operating losses. Foreign loss before income taxes was $577, $1,268, and $856 for 2018, 2017, and 2016, respectively. As of December 31, 2018, we had an immaterial amount of unremitted earnings in our subsidiaries located outside of the U.S. for which state taxes have not been paid. Our intention is to indefinitely reinvest these earnings outside the U.S. If we were to remit our foreign earnings, we would be subject to state income taxes or withholding taxes imposed on actual distributions, or currency transaction gains (losses) that would result in taxation upon remittance. However, the amounts of any such tax liabilities resulting from the repatriation of foreign earnings are not material. Deferred income tax reflects the tax effects of temporary differences that gave rise to significant portions of our deferred tax assets and liabilities and consisted of the following for the years ended December 31: 2018 2017 Deferred tax assets: Net operating loss carryforwards $ 34,545 $ 23,838 Outside basis differences for U.S. partnerships 9,558 14,306 Stock options 2,396 4,100 Deferred revenue 640 748 Deferred compensation 120 249 State taxes 80 78 Other 1,525 1,282 Valuation allowance (33,810) (34,990) Net deferred tax assets 15,054 9,611 Deferred tax liabilities: Property and equipment (7,318) (6,983) Convertible Notes (5,470) — Intangible assets (3,339) (3,632) Net deferred tax liabilities (16,127) (10,615) Net deferred taxes $ (1,073) $ (1,004) 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 completed our assessment of the impact of TCJA on our consolidated financial statements as of December 31, 2017 and 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. 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, 2018 and 2017, we had federal net operating loss carryforwards of approximately $124,637 and $82,461, respectively, state net operating loss carryforwards of approximately $121,091 and $73,934, respectively, and foreign net operating loss carryforwards of $11,642 and $10,811, respectively. The federal net operating loss carryforwards will begin to expire in 2025, and our foreign net operating loss carryforwards have an indefinite life. Our state net operating loss carryforwards will begin to expire in 2032. Our ability to utilize certain of our net operating loss carryforwards may be limited in the event that a change in ownership, as defined in the Internal Revenue Code, occurs in the future. The following table sets forth the changes in the valuation allowance, for all periods presented: Valuation Allowance Balance, December 31, 2015 $ 19,548 Additions charged to operations 16,783 Decrease credited to operations — Balance, December 31, 2016 36,331 Additions charged to operations 16,527 Effect of U.S. tax reform law changes (17,868) Decrease credited to operations — Balance, December 31, 2017 34,990 Decrease credited to operations (1,180) Balance, December 31, 2018 $ 33,810 The decreases credited to operations in 2018 were related to the deferred tax liabilities established against the equity component of the Convertible Notes. In reaching the determination of the valuation allowance, we have evaluated all significant available positive and negative evidence including, but not limited to, our three-year cumulative results, trends in our business, expected future results and the character, amount and expiration periods of our net deferred tax assets. The underlying assumptions we used in forecasting future income required significant judgment and 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, 2018, 2017, and 2016. 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, 2018 and 2017, we had $0 in uncertain tax positions. We accrue interest and penalties related to unrecognized tax benefits as a component of income taxes. A reconciliation of our unrecognized tax benefits, excluding interest and penalties, is as follows: Uncertain Balance, December 31, 2016 $ 313 Additions for current period tax positions — Reversals during the period (313) Balance, December 31, 2017 and 2018 $ — 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 2015 and forward are subject to examination by the IRS and our tax years 2014 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, 2018 | |
Commitments and contingencies | |
Commitments and contingencies | 15. Commitments and contingencies Capital leases, notes payable, and operating leases 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, 2018, 2017 and 2016 was $377, $302 and $158, 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 and other facilities, which is recorded on a straight-line basis over the term of the lease, for the years ended December 31, 2018, 2017 and 2016 was $3,323, $2,936 and $2,993, respectively. Future minimum obligations under non‑cancellable operating and capital leases and notes payable at December 31, 2018 are as follows: Capital Leases and Notes Operating Years ended December 31, Payable Leases 2019 $ 6,844 $ 3,573 2020 4,324 3,456 2021 669 3,385 2022 — 3,414 2023 — 3,495 Thereafter — 8,835 Minimum lease payments 11,837 $ 26,158 Less: Amounts representing interest ranging from 1.3% to 7.7% (314) Minimum lease payments $ 11,523 Current portion $ 6,612 Non-current portion $ 4,911 As of December 31, 2018 and 2017, the carrying amount reflected in the accompanying consolidated balance sheets for the current portion of capital leases and notes payable of $6,612 and $5,771, respectively, and long-term portion of capital leases and notes payable of $4,911 and $6,747, respectively, approximates fair value (Level 2) based on the lack of significant change in our credit risk. During the year ended December 31, 2018, we capitalized $287 of interest expense related to our capital leases and notes payable. Venue guarantees We have long-term non-cancellable contracts to provide Wi-Fi connectivity and cellular phone access to our DAS network for our managed and operated locations. Our venue contracts generally contain initial terms that range up to 20 years. The venue contracts generally contain renewal clauses and may include escalation clauses. We may pay revenue share to our venues and certain venue contracts include minimum revenue share guarantees. Revenue share expense related to our venue contracts for the years ended December 31, 2018, 2017 and 2016 was $37,991, $32,637 and $27,140, respectively. Future minimum obligations under non-cancellable venue contracts at December 31, 2018 are as follows: Year Venue Guarantees 2019 $ 14,638 2020 9,023 2021 6,765 2022 5,531 2023 4,781 Thereafter 8,887 $ 49,625 Letters of credit We have entered into Letter of Credit Authorization agreements (collectively, “Letters of Credit”). 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, 2018, we have Letters of Credit totaling $8,244 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, 2018. 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, 2018 and 2017, 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, 2018, we have entered into employment contracts with eleven of our officers and other employees. These contracts generally provide for severance benefits, including salary continuation, if employment is terminated by us without cause or by the officer for good reason. In addition, in order to assure that they would continue to provide independent leadership consistent with our best interests in the event of an actual or threatened change in control, the contract also generally provides for certain protections in the event of such a change in control. These protections generally include the payment of certain severance benefits, including salary continuation, upon the termination of employment following a change in control. Other matters We have received a claim from one of our venue partners with respect to contractual terms on our revenue share payments. The claim asserts that we have underpaid revenue share payments and related interest by approximately $4,600. We are currently in final settlement discussions with our venue partner. As of December 31, 2018, 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, 2018 | |
Stock repurchases | |
Stock repurchases | 16. 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, 2018, 2017, and 2016. As of December 31, 2018, the remaining approved amount for repurchases was approximately $5,180. |
Stock incentive plans
Stock incentive plans | 12 Months Ended |
Dec. 31, 2018 | |
Stock incentive plans | |
Stock incentive plans | 17. 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 December 31, 2018, 13,739,820 shares of common stock were reserved for issuance. As of December 31, 2018, options to purchase approximately 290,000 shares of common stock and RSUs covering approximately 3,119,000 shares of common stock were outstanding under the 2011 Plan. No further awards will be made under our Amended and Restated 2001 Stock Incentive Plan, and it will be terminated. Options outstanding under the 2001 Plan will continue to be governed by their existing terms. As of December 31, 2018, options to purchase approximately 14,000 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 2018, 2017 and 2016: Year Ended December 31, 2018 2017 2016 Network operations $ 2,070 $ 2,174 $ 2,144 Development and technology 1,242 1,068 1,070 Selling and marketing 1,868 2,060 1,842 General and administrative 7,088 8,913 7,749 Total stock-based compensation expense $ 12,268 $ 14,215 $ 12,805 For the years ended December 31, 2018, 2017, and 2016, we capitalized $789, $696, and $727, respectively, of stock-based compensation expense to software and capital projects. 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 2018 is presented below: Weighted Weighted-Average Number of Average Remaining Aggregate Options Exercise Contract Intrinsic (000’s) Price Life (years) Value Outstanding at December 31, 2017 1,283 $ 9.58 3.8 $ 16,573 Exercised (972) $ 10.26 Canceled/forfeited (7) $ 5.99 Outstanding and exercisable at December 31, 2018 304 $ 7.49 3.8 $ 3,970 The aggregate intrinsic value in the table above represents the difference between the estimated fair value of our common stock at December 31, 2018 and the option exercise price, multiplied by the number of in‑the‑money options at December 31, 2018. The intrinsic value changes are based on the estimated fair value of our common stock. Stock options to purchase approximately 972,000, 1,776,000 and 532,000 shares of our common stock were exercised during the years ended December 31, 2018, 2017 and 2016 for cash proceeds of $9,979, $9,244 and $2,984, respectively. The total intrinsic value of stock options exercised for the years ended December 31, 2018, 2017 and 2016 was $14,935, $20,551 and $1,675, 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 33.3% per year over a three‑year period for new members subject to continuous service on each vesting date. We grant performance-based RSUs to executive personnel. These awards vest subject to certain performance objectives based on 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. 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 2018 is as follows: Weighted Number of Average Shares Grant Date (000’s) Fair Value Non-vested at December 31, 2017 3,324 $ 7.35 Granted(2) 978 $ 13.73 Vested (1,113) $ 8.99 Canceled/forfeited (70) $ 14.98 Non-vested at December 31, 2018 3,119 $ 8.60 (2) The RSUs granted to all of our named executive officers in 2016 were subject to satisfaction of specified service-based and performance-based conditions. The performance objectives were subject to under- or over- achievement on a sliding scale, with a threshold of 50% of the target number of RSUs and a maximum of 150% of the target RSUs. In February 2018, our Compensation Committee determined actual achievement of the 2016 performance-based RSUs resulting in additional RSUs granted of approximately 584,000 at a grant-date fair value of $6.13 per share during the year ended December 31, 2018. During the year ended December 31, 2018, 1,112,938 shares of RSUs vested. The Company issued 702,447 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, 2018, the total remaining stock‑based compensation expense for unvested RSU awards is $9,314, which is expected to be recognized over a weighted average period of 2.6 years. |
Employee benefit plan
Employee benefit plan | 12 Months Ended |
Dec. 31, 2018 | |
Employee benefit plan | |
Employee benefit plan | 18. Employee benefit plan We have a defined contribution savings plan in accordance with Section 401(k) of the Internal Revenue Code. This plan covers substantially all employees who meet the IRS requirements and allows participants to contribute a portion of their annual compensation on a pre-tax basis. The Company's matching contributions are paid each pay period and employees are immediately vested in all of the Company’s matching contributions regardless of the employee’s length of service with the Company. Employer contributions of $1,154, $891 and $819 were made to the plan by us in 2018, 2017 and 2016, respectively. |
Net loss per share attributable
Net loss per share attributable to common stockholders | 12 Months Ended |
Dec. 31, 2018 | |
Net loss per share attributable to common stockholders | |
Net loss per share attributable to common stockholders | 19. Net loss per share attributable to common stockholders The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders: Year Ended December 31, 2018 2017 (3) 2016 (3) (in thousands) Numerator: Net loss attributable to common stockholders, basic and diluted $ (1,220) $ (19,366) $ (27,331) Denominator: Weighted average number of common stock, basic and diluted 42,066 39,824 38,025 Net loss per share attributable to common stockholders: Basic and diluted $ (0.03) $ (0.49) $ (0.72) (3) As noted above, prior period amounts have not been adjusted upon adoption of ASC 606 under the modified retrospective method. For the years ended December 31, 2018, 2017 and 2016, 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.For the year ended December 31, 2018, we also excluded the shares that would be issuable assuming conversion of all of the Convertible Notes given our intent to settle in cash as well as the shares for the capped call as the effect would be anti-dilutive. |
Quarterly financial data (unaud
Quarterly financial data (unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly financial data (unaudited) | |
Quarterly financial data (unaudited) | 20. Quarterly financial data (unaudited) Summarized unaudited quarterly financial data for fiscal years 2018 and 2017 are as follows: Quarter Ended 2018 March 31 June 30 September 30 December 31 Revenue $ 58,159 $ 59,601 $ 65,253 $ 67,808 (Loss) income from operations $ (2,566) $ 2,576 $ 150 $ (3,157) Net (loss) income attributable to common stockholders $ (3,229) $ 2,115 $ (522) $ 416 Basic and diluted (loss) income per share $ (0.08) $ 0.05 $ (0.01) $ 0.01 Quarter Ended 2017 March 31 June 30 September 30 December 31 Revenue $ 44,333 $ 49,033 $ 53,655 $ 57,348 Loss from operations $ (6,578) $ (7,670) $ (2,989) $ (3,464) Net loss attributable to common stockholders $ (6,880) $ (8,017) $ (3,450) $ (1,019) Basic and diluted loss per share $ (0.18) $ (0.20) $ (0.09) $ (0.02) 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, 2018 | |
Subsequent events | |
Subsequent events | 21. Subsequent events Equity Incentive Plan In February 2019, we granted approximately 93,000 time-based RSUs to certain executive officers that vest periodically over three years of continuous service and approximately 80,000 performance-based RSUs (assuming at-target achievement) that cliff- vest upon achievement of performance objectives through December 31, 2021. We also granted approximately 205,000 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 accoun_2
Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
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 May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, which replaced the accounting standards for revenue recognition under FASB ASC 605, 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. The FASB amended several aspects of the guidance after the issuance of ASU 2014-09, and the new revenue recognition accounting standard, as amended, was codified within ASC 606, Revenue from Contracts with Customers . On January 1, 2018, we adopted ASC 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning on January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with ASC 605. Adoption of ASC 606 using the modified retrospective method required us to record a cumulative effect adjustment, net of tax, to accumulated deficit and non-controlling interests of $3,257 and $69, respectively, on January 1, 2018. In addition, adoption of the standard resulted in the following changes to the consolidated balance sheet as of January 1, 2018: January 1, 2018 Adjustment for January 1, 2018 (Per ASC 605) Adoption (Per ASC 606) Accounts receivable, net $ 26,148 $ (1,069) $ 25,079 Prepaid expenses and other current assets $ 6,369 $ 170 $ 6,539 Other assets $ 10,082 $ (2,179) $ 7,903 Deferred revenue, current $ 61,708 $ 14,176 $ 75,884 Deferred revenue, net of current portion $ 149,168 $ (20,580) $ 128,588 The below table summarizes the changes to our consolidated balance sheet as of December 31, 2018 as a result of the adoption of ASC 606: December 31, 2018 Adjustment for December 31, 2018 (Per ASC 605) Adoption (Per ASC 606) (in thousands) Accounts receivable, net $ 43,410 $ (644) $ 42,766 Prepaid expenses and other current assets $ 7,603 $ 212 $ 7,815 Other assets $ 12,224 $ (2,288) $ 9,936 Deferred revenue, current $ 82,731 $ (2,348) $ 80,383 Deferred revenue, net of current portion $ 147,785 $ (10,580) $ 137,205 Non-controlling interests $ 408 $ 1,803 $ 2,211 The below table summarizes the changes to our consolidated statement of operations for the year ended December 31, 2018 as a result of the adoption of ASC 606 with income taxes calculated excluding the tax effect on the equity component of the Convertible Notes: Year Ended Year Ended December 31, 2018 Adjustment for December 31, 2018 (Per ASC 605) Adoption (Per ASC 606) (in thousands) Revenue $ 244,307 $ 6,514 $ 250,821 Income tax benefit $ (4,785) $ (368) $ (5,153) Non-controlling interests $ (245) $ 1,734 $ 1,489 The changes to the consolidated balance sheets as of January 1, 2018 and December 31, 2018 and the consolidated statement of operations for the year ended December 31, 2018 were primarily due to the following factors: (i) reclassification of unbilled receivables (contract assets) to a contra-liability account under ASC 606; and (ii) recognition of revenue related to our single performance obligation for our DAS contracts monthly over the contract term once the customer has the ability to access the DAS network and we commence maintenance on the DAS network under ASC 606 as compared to recognition of build-out fees for our DAS contracts monthly over the term of the estimated customer relationship period once the build-out is complete and minimum monthly access fees for our DAS contracts monthly over the term of the telecom operator agreement under ASC 605. The changes to the consolidated balance sheet as of January 1, 2018 are reflected as non-cash changes within cash provided by operating activities in our consolidated statement of cash flows for the year ended December 31, 2018. 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 will be applied prospectively to modifications that occur on or after the adoption date. We adopted ASU 2017-09 on January 1, 2018 and the adoption of this standard did not have a material impact on our consolidated financial statements. 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 November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. We adopted ASU 2016-18 on January 1, 2018 under the retrospective transition method for each period presented in our consolidated statements of cash flows. 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. |
Use of estimates | Use of estimates The preparation of accompanying consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the accompanying consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Assets and liabilities which are subject to significant judgment and the use of estimates include the allowance for doubtful accounts, recoverability of goodwill and long-lived assets, valuation allowances with respect to deferred tax assets, uncertain tax positions, useful lives associated with property and equipment, valuation and useful lives of intangible assets, valuation of contingent consideration, contract assets and contract liabilities including estimates of variable consideration, and the valuation and assumptions underlying stock-based compensation and other equity instruments. On an ongoing basis, we evaluate our estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities. |
Concentrations of credit risk | Concentrations of credit risk Financial instruments that potentially subject us to significant concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. We extend credit based upon the evaluation of the customer’s financial condition and generally collateral is not required. We maintain an allowance for doubtful accounts based upon expected collectability of accounts receivable. We primarily estimate our allowance for doubtful accounts based on a specific review of significant outstanding accounts receivable. For the year ended December 31, 2018, three customers accounted for 37% of total revenue. 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. At December 31, 2018, four customers accounted for 20%, 19%, 17% and 13% of the total accounts receivable, respectively. At December 31, 2017, three customers accounted for 19%, 17% and 13% 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, 2018 and 2017, 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. Our cost basis includes property and equipment acquired in business combinations that were initially recorded at fair value as of the date of acquisition. Maintenance and repairs are charged to expense as incurred and the cost of additions and betterments that increase the useful lives of the assets are capitalized. Depreciation and amortization 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. We include amortization of acquired intangibles in amortization of intangible assets in the accompanying consolidated statements of operations. We perform an impairment review of long‑lived assets held and used whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors we consider important that could trigger an impairment review include but are not limited to: significant under‑performance relative to projected future operating results, significant changes in the manner of our use of the acquired assets or our overall business and product strategies and significant industry or economic trends. When we determine that the carrying value of a long‑lived asset may not be recoverable based upon the existence of one or more of these indicators, we determine the recoverability by comparing the carrying amount of the asset to net future undiscounted cash flows that the asset is expected to generate or other indices of fair value. We would then recognize an impairment charge equal to the amount by which the carrying amount exceeds the fair market value of the asset. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in connection with the acquisition of Concourse Communication Group, LLC in June 2006, Cloud 9 Wireless, Inc. in August 2012, Endeka Group, Inc. in February 2013, Electronic Media Systems, Inc. and Advanced Wireless Group, LLC in October 2013, and Elauwit Networks, LLC in August 2018. We test goodwill for impairment in accordance with guidance provided by FASB ASC 350, Intangibles—Goodwill and Other . 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 31 st . Entities have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the goodwill impairment test described in FASB ASC 350. If, after assessing qualitative factors, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the impairment test is unnecessary. The impairment loss, if any, is measured by comparing the implied fair value of the reporting unit goodwill with the carrying amount of goodwill. Currently, we have one reporting unit, one operating segment and one reportable segment. At December 31, 2018 and 2017, 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. |
Convertible debt transactions | Convertible debt transactions We separately account for the liability and equity components of convertible debt instruments that can be settled in cash by allocating the proceeds from issuance between the liability component and the embedded conversion option in accordance with accounting for convertible debt instruments that may be settled in cash (including partial cash settlement) upon conversion. The value of the equity component is calculated by first measuring the fair value of the liability component, using the interest rate of a similar liability that does not have a conversion feature, as of the issuance date. The difference between the proceeds from the convertible debt issuance and the amount measured as the liability component is recorded as the equity component with a corresponding discount recorded on the debt. We recognize amortization of the resulting discount using the effective interest method as interest expense on our consolidated statements of operations. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. We have allocated issuance costs incurred to the liability and equity components. Issuance costs attributable to the liability component are being amortized to expense over the respective term of the Convertible Notes, and issuance costs attributable to the equity components were netted with the respective equity component in additional paid-in capital. Simultaneously, we bought capped call options from a financial institution to minimize the impact of potential dilution of our common stock upon conversion. The premium for the capped call options was recorded as additional paid-in capital on our consolidated balance sheets as the options are settleable in our common stock. |
Revenue recognition | Revenue recognition We generate revenue from several sources including: (i) 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 property owners for multifamily properties that provide for network installation and monthly Wi-Fi services and support to the residents and employees, (iv) arrangements with wholesale Wi-Fi customers that provide software licensing, network access, and/or professional services fees, and (v) display advertisements and sponsorships on our walled garden sign-in pages. Software licensed by our wholesale platform services customers can only be used during the term of the service arrangements and has no utility to them upon termination of the service arrangement. Post-ASC 606 adoption Revenues are recognized when a contract with a customer exists and control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services and the identified performance obligation has been satisfied. Contracts entered into at or near the same time with the same customer are combined and accounted for as a single contract if the contracts have a single commercial objective, the amount of consideration is dependent on the price or performance of the other contract, or the services promised in the contracts are a single performance obligation. Contract amendments are routine in the performance of our DAS, wholesale Wi-Fi, and advertising contracts. Contracts are often amended to account for changes in contract specifications or requirements to expand network access services. In most instances, our DAS and wholesale Wi-Fi contract amendments are for additional goods or services that are distinct, and the contract price increases by an amount that reflects the standalone selling price of the additional goods or services; therefore, such contract amendments are accounted for as separate contracts. Contract amendments for our advertising contracts are also generally for additional goods or services that are distinct; however, the contract price does not increase by an amount that reflects the standalone selling price of the additional goods or services. Advertising contract amendments are therefore generally accounted for as contract modifications under the prospective method. Contract amendments to transaction prices with no change in remaining services are accounted for as contract modifications under the cumulative catch-up method. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASC 606. A contract’s transaction price is allocated to each distinct performance obligation and is recognized as revenue when, or as, the performance obligation is satisfied, which typically occurs when the services are rendered. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Our contracts with customers may include multiple performance obligations. For such arrangements, we allocate revenue to each performance obligation based on its relative standalone selling price. We generally determine standalone selling prices based on the prices charged to customers. Judgment may be used to determine the standalone selling prices for items that are not sold separately, including services provided at no additional charge. Most of our performance obligations are satisfied over time as services are provided. We generally recognize revenue on a gross basis as we are primarily responsible for fulfilling the promises to provide the specified goods or services, we are responsible for paying all costs related to the goods or services before they have been transferred to the customer, and we have discretion in establishing prices for the specified goods or services. Revenue is presented net of any sales and value added taxes. Payment terms vary on a contract-by-contract basis, although terms generally include a requirement of payment within 30 to 60 days for non-recurring payments, the first day of the monthly or quarterly billing cycle for recurring payments for DAS and wholesale Wi-Fi contracts, and the first day of the month prior to the month that services are provided for multifamily contracts. We apply a practical expedient for purposes of determining whether a significant financing component may exist for our contracts if, at contract inception, we expect that the period between when we transfer the promised good or service to the customer and when the customer pays for that good or service will be one year or less. In instances where the customer pays for a good or service one year or more in advance of the period when we transfer the promised good or service to the customer, we have determined our contracts generally do not include a significant financing component. The primary purpose of our invoicing terms is not to receive financing from our customers or to provide customers with financing but rather to maximize our profitability on the customer contract. Specifically, inclusion of non-refundable upfront fees in our long-term customer contracts increases the likelihood that the customer will be committed through the end of the contractual term and ensures recoverability of the capital outlay that we incur in expectation of the customer fulfilling its contractual obligations. We may also provide service credits to our customers if we fail to meet contractual monthly system uptime requirements and we account for the variable consideration related to these service credits using the most likely amount method. For contracts that include variable consideration, we estimate the amount of consideration at contract inception under the expected value method or the most likely amount method and include the amount of variable consideration that is not considered to be constrained. Significant judgment is used in constraining estimates of variable consideration. We update our estimates at the end of each reporting period as additional information becomes available. Timing of revenue recognition may differ from the timing of invoicing to customers. We record unbilled receivables (contract assets) when revenue is recognized prior to invoicing, deferred revenue (contract liabilities) when revenue is recognized after invoicing, and receivables when we have an unconditional right to consideration to invoice and receive payment in the future. We present our DAS, multifamily, and wholesale Wi-Fi contracts in our consolidated balance sheet as either a contract asset or a contract liability with any unconditional rights to consideration presented separately as a receivable. Our other customer contracts generally do not have any significant contract asset or contract liability balances. Generally, a significant portion of the billing for our DAS contracts occurs prior to revenue recognition, resulting in our DAS contracts being presented as contract liabilities. In contrast, our wholesale Wi-Fi contracts that contain recurring fees with annual escalations are generally presented as contract assets as revenue is recognized prior to invoicing. Our multifamily contracts can be presented as either contract liabilities or contract assets primarily as a result of timing of invoicing for the network installations. We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. We have determined that certain sales incentive programs meet the requirements to be capitalized. Total capitalized costs to obtain a contract were immaterial during the year ended December 31, 2018 and are included in prepaid expenses and other current assets and non-current other assets on our consolidated balance sheets. We apply a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less, the most significant of which relates to sales commissions related to obtaining our advertising customer contracts. Contract costs are evaluated for impairment in accordance with ASC 310, Receivables . DAS We enter into long-term contracts with telecom operators at our managed and operated locations. The initial term of our contracts with telecom operators generally range from five to twenty years and the agreements generally contain renewal options. Some of our contracts provide termination for convenience clauses that may or may not include substantive termination penalties. We apply judgment in determining the contract term, the period during which we have present and enforceable rights and obligations. Our DAS customer contracts generally contain a single performance obligation—provide non-exclusive access to our DAS or small cell networks to provide telecom operators’ customers with access to the licensed wireless spectrum, together with providing telecom operators with construction, installation, optimization/engineering, maintenance services and agreed-upon storage space for the telecom operators’ transmission equipment, each related to providing such licensed wireless spectrum to the telecom operators. The performance obligation is considered a series of distinct services as the performance obligation is satisfied over time and the same time-based input method would be used to measure our progress toward complete satisfaction of the performance obligation to transfer each distinct service in the series to the customer. Our contract fee structure generally includes a non-refundable upfront fee and we evaluated whether customer options to renew services give rise to a material right that should be accounted for as a separate performance obligation because of those non-refundable upfront fees. We believe that a material right generally does not exist for our DAS customer contracts that contain renewal options because the telecom operators’ decision to renew is highly dependent upon our ability to maintain our exclusivity as the DAS service provider at the venue location and our limited operating history with venue and customer renewals. The telecom operators will make the decision to incur the capital improvement costs at the venue location irrespective of our remaining exclusivity period with the venue as the telecom operators expect that the assets will continue to be serviced regardless of whether we will remain such exclusive DAS service provider. Our contracts also provide our DAS customers with the option to purchase additional future services such as upgrades or enhancements. This option is not considered to provide the customer with a material right that should be accounted for as a separate performance obligation since the cost of the additional future services depends entirely on the market rate of such services at the time such services are requested and we are not automatically obligated to stand ready to deliver these additional goods or services as the customer may reject our proposal. Periodically, we install and sell DAS 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. Our contract fee structure may include varying components of an upfront build-out fee and recurring access, maintenance, and other fees. The upfront build-out fee is generally structured as a firm-fixed price or cost-plus arrangement and becomes payable as certain contract and/or construction milestones are achieved. Our DAS and small cell networks are neutral-host networks that can accommodate multiple telecom operators. Some of our DAS customer contracts provide for credits that may be issued to existing telecom operators for additional telecom operators subsequently joining the DAS network. The credits are generally based upon a fixed dollar amount per additional telecom operator, a fixed percentage amount of the original build-out fee paid by the telecom operator per additional telecom operator, or a proportionate share based upon the split among the relevant number of telecom operators for the actual costs incurred by all telecom operators to construct the DAS network. In most cases, there is significant uncertainty on whether additional telecom operator contracts will be executed at inception of the contract with the existing telecom operator. We believe that the upfront build-out fee is fixed consideration once the build-out is complete and any subsequent credits that may be issued would be accounted for in a manner similar to a contract modification under the prospective method because (i) the execution of customer contracts with additional telecom carriers is at our sole election and (ii) we would not execute agreements with additional telecom carriers if it would not increase our revenues and gross profits at the venue level. Further, the credits issued to the existing telecom operator changes the transaction price on a go-forward basis, which corresponds with the decline in service levels for the existing telecom operator once the neutral-host DAS network can be accessed by the additional telecom operator. The recurring access, maintenance, and other fees generally escalate on an annual basis. The recurring fees are variable consideration until the contract term and annual escalation dates are fixed. We estimate the variable consideration for our recurring fees using the most likely amount method based on the expected commencement date for the services. We evaluate our estimates of variable consideration each period and record a cumulative catch-up adjustment in the period in which changes occur for the amount allocated to satisfied performance obligations. We generally recognize revenue related to our single performance obligation for our DAS customer contract monthly over the contract term once the customer has the ability to access the DAS network and we commence maintenance on the DAS network. Military and retail Military and retail customers must review and agree to abide by our standard “Customer Agreement (With Acceptable Use Policy) and End User License Agreement” before they are able to sign-up for our subscription or single-use Wi-Fi network access services. Our military and retail customer contracts generally contain a single performance obligation—provide non-exclusive access to Wi-Fi services, together with performance of standard maintenance, customer support, and the Wi-Finder app to facilitate seamless connection to the Company’s Wi-Fi network. The performance obligation is considered a series of distinct services as the performance obligation is satisfied over time and the same time-based input method would be used to measure our progress toward complete satisfaction of the performance obligation to transfer each distinct service in the series to the customer. Our contracts also provide our military and retail subscription customers with the option to renew the agreement when the subscription term is over. We do not consider this option to provide the customer with a material right that should be accounted for as a separate performance obligation because the customer would not receive a discount if it decided to renew and the option to renew is cancellable within 5 days’ notice prior to the end of the then current term by either party. The contract transaction price is determined based on the subscription or single-use plan selected by the customer. Our military and retail service plans are for fixed price services as described on our website. From time to time, we offer promotional discounts that result in an immediate reduction in the price paid by the customer. Subscription fees from military and retail customers are paid monthly in advance. We provide refunds for our military and retail services on a case-by-case basis. Refunds and credit card chargeback amounts are not significant and are recorded as contra-revenue in the period the refunds are made, or chargebacks are received. Subscription fee revenue is recognized ratably over the subscription period. Revenue generated from military and retail single-use access is recognized when access is provided, and the performance obligation is satisfied. Multifamily We enter into long-term contracts with property owners. The initial term of our contracts with property owners generally range from three to five years and the contracts may contain renewal options. Some of our contracts provide termination for convenience clauses that may or may not include substantive termination penalties. We apply judgment in determining the contract term, which is the period during which we have present and enforceable rights and obligations. Our customer contracts generally contain two performance obligations: (i) install the network required to provide Wi-Fi services; and (ii) provide Wi-Fi services and technical support to the residents and employees. Our contracts may also provide our property owners with the option to renew the agreement. We do not consider this option to provide the property owner with a material right that should be accounted for as a separate performance obligation because the property owner would not receive a discount if it decided to renew and the option to renew is generally cancellable by either party subject to the notice of non-renewal requirements specified in the contract. Our contracts may also provide our customers with the option to purchase additional future services. We do not consider this option to provide the customer with a material right that should be accounted for as a separate performance obligation since the cost of the additional future services are generally at market rates for such services and we are not automatically obligated to stand ready to deliver these additional goods or services because the customer may reject our proposal. Our contract fee structure includes a network installation fee and recurring Wi-Fi service and support fees. The network installation fee is generally structured as a firm-fixed price arrangement and becomes payable as certain contract and/or installation milestones are achieved. We generally estimate variable consideration for unpriced change orders using the most likely amount method based on the expected price for those services. If network installations are not completed by specified dates, we may be subject to network installation penalties. We estimate the variable consideration for our network installation fees using the most likely amount method based on the amount of network installation penalties we expect to incur. Title to the network generally transfers to the property owner once installation is completed and the network has been accepted. We generally recognize revenue related to our network installation performance obligation using a cost-to-cost method over the network installation period. We may provide latent defect warranties for materials and installation labor services related to our network installation services. Our warranty obligations are generally not accounted for as separate performance obligations as warranties cannot be separately purchased and warranties do not provide a service in addition to the assurance that the network will function as expected. The recurring fees commence once the network is launched with recurring fees generally based upon a fixed or variable occupancy rate. The recurring Wi-Fi service fees may be adjusted prospectively for changes in circuit and/or video content costs, and Wi-Fi support fees may escalate on an annual basis. We estimate the variable consideration for our recurring fees using the expected value method with the exception of the variable consideration related to actual occupancy rates, which we record when we have the contractual right to bill. We evaluate our estimates of variable consideration each period and record a cumulative catch-up adjustment in the period in which changes occur for the amount allocated to satisfied performance obligations. We recognize revenue related to the recurring fees on a monthly basis over the contract term as the Wi-Fi services and support is rendered, and the performance obligation is satisfied. Wholesale Wi-Fi We enter into long-term contracts with enterprise customers such as telecom operators, cable companies, technology companies, and enterprise software/services companies, that pay us usage-based Wi-Fi network access and software licensing fees to allow their customers’ access to our footprint worldwide. We also enter into long-term contracts with financial institutions and other enterprise customers who provide access to our Wi-Fi footprint as a value-added service for their customers. The initial term of our contracts with wholesale Wi-Fi customers generally range from one to three years and the agreements generally contain renewal options. Some of our contracts provide termination for convenience clauses that may or may not include substantive termination penalties. We apply judgment in determining the contract term, the period during which we have present and enforceable rights and obligations. Our wholesale Wi-Fi customer contracts generally contain a single performance obligation—provide non-exclusive rights to access our Wi-Fi networks to provide wholesale Wi-Fi customers’ end customers with access to the high-speed broadband network that may be bundled together with integration services, support services, and/or performance of standard maintenance. The performance obligation is considered a series of distinct services as the performance obligation is satisfied over time and the same time-based input method or usage-based output method would be used to measure our progress toward complete satisfaction of the performance obligation to transfer each distinct service in the series to the customer. Our contracts may also provide our enterprise customers with the option to renew the agreement. This option is not considered to provide the customer with a material right that should be accounted for as a separate performance obligation because the customer would not receive a discount if it decided to renew and the option to renew is generally cancellable by either party subject to the notice of non-renewal requirements specified in the contract. Our contracts may also provide our wholesale Wi-Fi customers with the option to purchase additional future services. We do not consider this option to provide the customer with a material right that should be accounted for as a separate performance obligation since the cost of the additional future services are generally at market rates for such services and we are not automatically obligated to stand ready to deliver these additional goods or services because the customer may reject our proposal. Periodically, we install and sell Wi-Fi networks to customers where we do not have service contracts or remaining obligations beyond the installation of those networks and we recognize build-out fees for such projects as revenue when the installation work is completed, and the network has been accepted by the customer. Our contract fee structure may include varying components of a minimum fee and usage-based fees. Minimum fees represent fixed price consideration while usage-based fees represent variable consideration. With respect to variable consideration, our commitment to our wholesale Wi-Fi customers consists of providing continuous access to the network. It is therefore a single performance obligation to stand ready to perform and we allocate the variable fees charged for usage when we have the contractual right to bill. The variable component of revenue is recognized based on the actual usage during the period. Wholesale Wi-Fi revenue is recognized as it is earned over the relevant contract term with variable consideration recognized when we have the contractual right to bill. Advertising We generally enter into short-term cancellable insertion orders with our advertising customers for advertising campaigns that are served at our managed and operated locations and other locations where we solely provide authorized access to a partner’s Wi-Fi network through sponsored and promotional programs. Our sponsorship advertising arrangements are generally priced under a cost per engagement structure, which is a set price per click or engagement, or a cost per install structure for third party application downloads. Our display advertising arrangements are priced based on cost per thousand impressions. Insertion orders may also include bonus items. Our advertising customer contracts may contain multiple performance obligations with each distinct service. These distinct services may include an advertisement video or banner impressions in the contract bundled with the requirement to provide network, space on the website, and integration of customer advertisement onto the website, and each is generally considered to be its own performance obligation. The performance obligations are considered a series of distinct services as the performance obligations are satisfied over time and the same action-based output method would be used to measure our progress toward complete satisfaction of the performance obligation to transfer each distinct service in the series to the customer. The contract transaction price is comprised of variable consideration based on the stated rates applied against the number of units delivered inclusive of the bonus units subject to the maximums provided for in the insertion order. It is customary for us to provide additional units over and above the amounts contractually required; however, there are a number of factors that can also negatively impact our ability to deliver the units required by the customer such as service outages at the venue resulting from power or circuit failures and customer cancellation of the remaining undelivered units under the insertion order due to campaign performance or budgetary constraints. Typically, the advertising campaign periods are short in duration. We therefore use the contractual rates per the insertion orders and actual units delivered to determine the transaction price each period end. The transaction price is allocated to each performance obligation based on the standalone selling price of each performance obligation. Advertising revenue is recognized ratably over the service period based on actual units delivered subject to the maximums provided for in the insertion order. Pre-ASC 606 adoption 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 monthly 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 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, 2018 and December 31, 2017, the Company had $(1,295) and $(898), respectively, of cumulative foreign currency translation adjustments, net of tax, which was $0 as of December 31, 2018 and December 31, 2017 due to the full valuation allowance established against our deferred tax assets, in accumulated other comprehensive loss. The functional currency for all of our other foreign subsidiaries is the U.S. dollar. Gains and losses from the revaluation of foreign currency transactions and monetary assets and liabilities are included in the consolidated statements of operations. |
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, 2018, 2017 and 2016. All other costs of advertising, marketing and promotion are expensed as incurred. Advertising expenses charged to operations totaled $2,213, $2,245 and $1,925 for the years ended December 31, 2018, 2017 and 2016, 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 over the employee requisite service period. We recognize stock-based compensation expense for performance-based RSUs when we believe that it is probable that the performance objectives will be met. Forfeitures are accounted for when they occur. |
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, 2018, 2017 and 2016, we made distributions of $614, $125 and $286, 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, 2018, 2017 and 2016, 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 geographic information | Segment and geographic information We operate as one reportable segment; a service provider of wireless connectivity solutions across our managed and operated network and aggregated network for mobile devices such as laptops, smartphones, tablets and other wireless-enabled consumer devices. This single segment is consistent with the internal organization structure and the manner in which operations are reviewed and managed by our Chief Executive Officer, the chief operating decision maker. All significant long‑lived tangible assets are held in the United States of America. We do not disclose sales by geographic area because to do so would be impracticable. The following is a summary of our revenue disaggregated by product offerings: Year Ended December 31, 2018 2017 (1) 2016 (1) Revenue: DAS $ 95,216 $ 80,552 $ 58,182 Military/multifamily 77,721 55,129 39,975 Wholesale-Wi-Fi 47,481 31,529 22,221 Retail 17,630 24,926 26,636 Advertising and other 12,773 12,233 12,330 Total revenue $ 250,821 $ 204,369 $ 159,344 (1) As noted above, prior period amounts have not been adjusted upon adoption of ASC 606 under the modified retrospective method. |
Recent accounting pronouncements | Recent accounting pronouncements In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which requires customers to apply the same criteria for capitalizing implementation costs incurred in a cloud computing arrangement that is hosted by the vendor as they would for an arrangement that has a software license. The standard is effective for interim and annual periods beginning after December 15, 2019 and early adoption is permitted. The standard can be adopted prospectively or retrospectively. We are currently evaluating the expected impact of this new standard. In June 2018, the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting , which eliminates the separate accounting model for nonemployee share-based payment awards and generally requires companies to account for share-based payment transactions with nonemployees in the same way as share-based payment transactions with employees. The accounting remains different for attribution, which represents how the equity-based payment cost is recognized over the vesting period, and a contractual term election for valuing nonemployee equity share options. 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. 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 with early adoption permitted. We have selected January 1, 2019 as our effective date. ASU 2016-02 provided for the adoption of the new leases standard using a modified retrospective transition method. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements , which provided an additional (and optional) transition method to adopt the new leases standard whereby an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. We expect to adopt the provisions of ASU 842 under the optional transition method prescribed under ASU 2018-11. We are completing our evaluation of the impact of the new standard on our accounting policies, processes, and system requirements. We have assigned internal resources and engaged a third-party service provider to assist in the evaluation and implementation. Based on the lease portfolio as of December 31, 2018, we anticipate recording additional lease assets and lease liabilities on our consolidated balance sheets. As presented in Note 15, as of December 31, 2018, our total undiscounted minimum payments under our operating leases were $26,158. |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 changes to condensed consolidated balance sheet and statement of operations | In addition, adoption of the standard resulted in the following changes to the consolidated balance sheet as of January 1, 2018: January 1, 2018 Adjustment for January 1, 2018 (Per ASC 605) Adoption (Per ASC 606) Accounts receivable, net $ 26,148 $ (1,069) $ 25,079 Prepaid expenses and other current assets $ 6,369 $ 170 $ 6,539 Other assets $ 10,082 $ (2,179) $ 7,903 Deferred revenue, current $ 61,708 $ 14,176 $ 75,884 Deferred revenue, net of current portion $ 149,168 $ (20,580) $ 128,588 The below table summarizes the changes to our consolidated balance sheet as of December 31, 2018 as a result of the adoption of ASC 606: December 31, 2018 Adjustment for December 31, 2018 (Per ASC 605) Adoption (Per ASC 606) (in thousands) Accounts receivable, net $ 43,410 $ (644) $ 42,766 Prepaid expenses and other current assets $ 7,603 $ 212 $ 7,815 Other assets $ 12,224 $ (2,288) $ 9,936 Deferred revenue, current $ 82,731 $ (2,348) $ 80,383 Deferred revenue, net of current portion $ 147,785 $ (10,580) $ 137,205 Non-controlling interests $ 408 $ 1,803 $ 2,211 The below table summarizes the changes to our consolidated statement of operations for the year ended December 31, 2018 as a result of the adoption of ASC 606 with income taxes calculated excluding the tax effect on the equity component of the Convertible Notes: Year Ended Year Ended December 31, 2018 Adjustment for December 31, 2018 (Per ASC 605) Adoption (Per ASC 606) (in thousands) Revenue $ 244,307 $ 6,514 $ 250,821 Income tax benefit $ (4,785) $ (368) $ (5,153) Non-controlling interests $ (245) $ 1,734 $ 1,489 |
Summary of the entity's revenue disaggregated by product offerings | Year Ended December 31, 2018 2017 (1) 2016 (1) Revenue: DAS $ 95,216 $ 80,552 $ 58,182 Military/multifamily 77,721 55,129 39,975 Wholesale-Wi-Fi 47,481 31,529 22,221 Retail 17,630 24,926 26,636 Advertising and other 12,773 12,233 12,330 Total revenue $ 250,821 $ 204,369 $ 159,344 (1) As noted above, prior period amounts have not been adjusted upon adoption of ASC 606 under the modified retrospective method. |
Acquisitions (Tables)
Acquisitions (Tables) - Elauwit Networks, LLC | 12 Months Ended |
Dec. 31, 2018 | |
Acquisitions | |
Summary of the preliminary purchase price allocation | Weighted Average Estimated Useful Estimated Fair Value Life (years) Consideration: Cash paid $ 15,576 Holdback consideration 13,000 Contingent consideration 961 Total consideration $ 29,537 Recognized amounts of identifiable assets acquired and liabilities assumed: Accounts receivable $ 4,494 Prepaid expenses and other current assets 1,687 Property and equipment 195 Other non-current assets 177 Accounts payable (2,049) Accrued expenses and other liabilities (683) Deferred revenue (3,854) Other non-current liabilities (307) Net tangible liabilities acquired (340) Backlog 7,030 5.0 Customer relationships 2,490 10.0 Partner relationships 1,200 10.0 Transition services agreement 540 2.0 Non-compete agreement 1,380 3.0 Goodwill 17,237 Total purchase price $ 29,537 |
Schedule of actual results | Year Ended December 31, 2018 2017 2016 Revenue $ 11,228 $ — $ — Net loss (2,349) — — |
Schedule of the unaudited pro forma results | Year Ended December 31, 2018 2017(2) Revenue $ 268,693 $ 229,503 Net loss (739) (20,827) Net loss attributable to common stockholders (2,224) (21,417) Net loss per share attributable to common stockholders Basic $ (0.05) $ (0.54) Diluted $ (0.05) $ (0.54) (2) As noted above, prior period amounts have not been adjusted upon adoption of ASC 606 under the modified retrospective method. |
Cash and cash equivalents (Tabl
Cash and cash equivalents (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Cash and cash equivalents | |
Schedule of cash and cash equivalents | December 31, 2018 2017 Cash and cash equivalents: Cash $ 11,689 $ 24,430 Money market accounts 137,723 2,255 Total cash and cash equivalents $ 149,412 $ 26,685 |
Accounts receivables, net (Tabl
Accounts receivables, net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounts receivables, net | |
Schedule of allowance for doubtful accounts | Allowance for Doubtful Accounts Balance, December 31, 2015 $ 605 Additions charged to operations 116 Deductions from reserves, net (279) Balance, December 31, 2016 442 Additions charged to operations 773 Deductions from reserves, net (352) Balance, December 31, 2017 863 Additions charged to operations 363 Deductions from reserves, net (43) Balance, December 31, 2018 $ 1,183 |
Contract assets and contract _2
Contract assets and contract liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Contract assets and contract liabilities | |
Schedule of summary of the contract asset, net and contract liability, net activity and amounts of contract liability balance and performance obligations included in revenues | The opening and closing balances of our contract asset, net, contract liability, net, and receivables balances from contracts with customers for the year ended December 31, 2018 are as follows: Contract Contract Assets, Net Liabilities, Net Balance at January 1, 2018 $ 798 $ 204,472 Balance at December 31, 2018 468 217,733 Change $ (330) $ 13,261 Revenues for the year ended December 31, 2018 include the following: Year Ended December 31, 2018 Amounts included in the beginning of period contract liability balance $ 85,592 Amounts associated with performance obligations satisfied in previous periods 378 |
Property and equipment (Tables)
Property and equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property and equipment | |
Schedule of property and equipment | December 31, 2018 2017 Leasehold improvements $ 474,808 $ 418,023 Software 51,534 42,281 Construction in progress 40,369 27,291 Computer equipment 14,215 13,245 Furniture, fixtures and office equipment 2,141 1,806 Total property and equipment 583,067 502,646 Less: accumulated depreciation and amortization (268,888) (240,287) Total property and equipment, net $ 314,179 $ 262,359 |
Schedule of depreciation and amortization expense of property and equipment | Year Ended December 31, 2018 2017 2016 Network access $ 49,766 $ 42,435 $ 27,013 Network operations 17,590 16,382 13,966 Development and technology 10,443 9,247 7,207 General and administrative 1,038 1,033 1,016 Total depreciation and amortization of property and equipment $ 78,837 $ 69,097 $ 49,202 |
Goodwill and intangible assets
Goodwill and intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and intangible assets | |
Schedule of changes in goodwill | Goodwill Balance, December 31, 2016 and December 31, 2017 $ 42,403 Acquisition of Elauwit 17,237 Balance, December 31, 2018 $ 59,640 |
Schedule of changes in intangible assets | Intangible Assets Balance, December 31, 2016 $ 13,783 Amortization expense (3,520) Balance, December 31, 2017 10,263 Additions 12,640 Amortization expense (3,751) Balance, December 31, 2018 $ 19,152 |
Schedule of intangible assets | Intangible assets at December 31, 2018 consist of the following: Historical Accumulated Cost Amortization Net Venue contracts $ 20,530 $ (13,829) $ 6,701 Backlog 7,030 (586) 6,444 Customer and partner relationships 3,780 (206) 3,574 Non-compete agreements, technology and other 5,084 (2,651) 2,433 $ 36,424 $ (17,272) $ 19,152 Intangible assets at December 31, 2017 consist of the following: Historical Accumulated Cost Amortization Net Venue contracts $ 22,061 $ (13,835) $ 8,226 Non-compete agreements, technology and other 6,844 (4,807) 2,037 $ 28,905 $ (18,642) $ 10,263 |
Schedule of amortization expense for fiscal years 2019 through 2023 and thereafter | Amortization Year Expense 2019 $ 4,435 2020 4,221 2021 3,494 2022 3,030 2023 1,863 Thereafter 2,109 $ 19,152 |
Accrued expenses and other li_2
Accrued expenses and other liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accrued expenses and other liabilities | |
Schedule of accrued expenses and other liabilities | December 31, 2018 2017 Accrued construction in progress $ 20,930 $ 12,661 Accrued customer liabilities 15,219 7,100 Revenue share 5,514 5,506 Salaries and wages 4,425 5,066 Accrued taxes 2,745 1,897 Holdback consideration 2,000 — Acquisition purchase consideration 1,952 — Accrued professional fees 1,434 1,979 Accrued partner network 1,228 1,799 Other 7,206 6,397 Total accrued expenses and other liabilities $ 62,653 $ 42,405 |
Convertible Notes (Tables)
Convertible Notes (Tables) - Convertible Notes | 12 Months Ended |
Dec. 31, 2018 | |
Convertible Notes | |
Schedule of Convertible Notes | December 31, 2018 Par value of the Convertible Notes $ 201,250 Unamortized debt discounts (45,058) Unamortized debt issuance costs (4,522) Net carrying value of Convertible Notes $ 151,670 |
Schedule of interest expense related to the Convertible Notes | December 31, 2018 Contractual interest expense $ 2,677 Amortization of debt issuance costs 205 Amortization of debt discount 1,992 Total $ 4,874 Effective interest rate of the liability component 7.1 % |
Schedule of amortization expense for debt discount and debt issuance costs | Debt Issuance Year Debt Discounts Costs 2019 $ 8,245 $ 849 2020 8,864 901 2021 9,528 956 2022 10,241 1,015 2023 8,180 801 $ 45,058 $ 4,522 |
Fair value measurement (Tables)
Fair value measurement (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair value measurement | |
Schedule of financial assets and liabilities that are measured at fair value on a recurring basis | At December 31, 2018 Level 1 Level 2 Level 3 Total Assets: Money market accounts $ 137,723 $ — $ — $ 137,723 Total assets $ 137,723 $ — $ — $ 137,723 Liabilities: Contingent consideration $ — $ — $ 961 $ 961 Total liabilities $ — $ — $ 961 $ 961 At December 31, 2017 Level 1 Level 2 Level 3 Total Assets: Money market accounts $ 2,255 $ — $ — $ 2,255 Total assets $ 2,255 $ — $ — $ 2,255 |
Schedule of reconciliation of the beginning and ending amounts related to the fair value of contingent consideration categorized as Level 3 | Beginning balance, January 1, 2018 $ — Additions 961 Payment of contingent consideration — Change in fair value — Balance, December 31, 2018 $ 961 |
Stockholders' equity (Tables)
Stockholders' equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' equity | |
Schedule of amount of shares of common stock reserved | December 31, 2018 2017 (in thousands) Outstanding stock options under the 2001 Plan 14 155 Outstanding stock options under the 2011 Plan 290 1,128 Outstanding RSUs under the 2011 Plan 3,119 3,324 Shares available for grant under the 2011 Plan 2,979 3,863 Total 6,402 8,470 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income taxes | |
Schedule of income tax expense (benefit) by jurisdiction | The income tax (benefit) expense by jurisdiction recorded as part of continuing operations consists of the following for the years ended December 31: 2018 2017 2016 U.S. federal: Current $ 18 $ (6) $ 55 Deferred (4,569) (2,787) 345 Total U.S. federal $ (4,551) $ (2,793) $ 400 U.S. state and local: Current $ 285 $ 503 $ 69 Deferred (1,048) 212 (42) Total U.S. state and local $ (763) $ 715 $ 27 Foreign: Current $ 161 $ — $ — Total foreign $ 161 $ — $ — |
Schedule of reconciliation of tax rates | 2018 2017 2016 Federal statutory rate 21.0 % 34.0 % 34.0 % State and local 19.7 9.6 2.2 Foreign rate differential (0.5) (0.7) (0.4) Stock options (47.2) 0.4 (1.5) Excess tax benefits from stock-based compensation 106.4 34.3 2.8 Non-controlling interests 5.5 1.1 0.6 Valuation allowance (90.7) (83.6) (38.9) Uncertain tax positions 2.3 0.6 (0.2) Effect of U.S. tax reform law changes — 14.7 — Convertible Notes 94.9 — — Other (5.9) (0.4) (0.2) Income taxes 105.5 % 10.0 % (1.6) % |
Schedule of deferred tax assets and liabilities | 2018 2017 Deferred tax assets: Net operating loss carryforwards $ 34,545 $ 23,838 Outside basis differences for U.S. partnerships 9,558 14,306 Stock options 2,396 4,100 Deferred revenue 640 748 Deferred compensation 120 249 State taxes 80 78 Other 1,525 1,282 Valuation allowance (33,810) (34,990) Net deferred tax assets 15,054 9,611 Deferred tax liabilities: Property and equipment (7,318) (6,983) Convertible Notes (5,470) — Intangible assets (3,339) (3,632) Net deferred tax liabilities (16,127) (10,615) Net deferred taxes $ (1,073) $ (1,004) |
Schedule of changes in the valuation allowance | Valuation Allowance Balance, December 31, 2015 $ 19,548 Additions charged to operations 16,783 Decrease credited to operations — Balance, December 31, 2016 36,331 Additions charged to operations 16,527 Effect of U.S. tax reform law changes (17,868) Decrease credited to operations — Balance, December 31, 2017 34,990 Decrease credited to operations (1,180) Balance, December 31, 2018 $ 33,810 |
Schedule of reconciliation of unrecognized tax benefits, excluding interest and penalties | Uncertain Balance, December 31, 2016 $ 313 Additions for current period tax positions — Reversals during the period (313) Balance, December 31, 2017 and 2018 $ — |
Commitments and contingencies (
Commitments and contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Schedule of future minimum obligations under non-cancellable operating and capital leases and notes payable | Capital Leases and Notes Operating Years ended December 31, Payable Leases 2019 $ 6,844 $ 3,573 2020 4,324 3,456 2021 669 3,385 2022 — 3,414 2023 — 3,495 Thereafter — 8,835 Minimum lease payments 11,837 $ 26,158 Less: Amounts representing interest ranging from 1.3% to 7.7% (314) Minimum lease payments $ 11,523 Current portion $ 6,612 Non-current portion $ 4,911 |
Venue guarantees | |
Schedule of future minimum obligations under non-cancellable venue contracts | Future minimum obligations under non-cancellable venue contracts at December 31, 2018 are as follows: Year Venue Guarantees 2019 $ 14,638 2020 9,023 2021 6,765 2022 5,531 2023 4,781 Thereafter 8,887 $ 49,625 |
Stock incentive plans (Tables)
Stock incentive plans (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Stock incentive plans | |
Schedule of stock-based compensation expense | Year Ended December 31, 2018 2017 2016 Network operations $ 2,070 $ 2,174 $ 2,144 Development and technology 1,242 1,068 1,070 Selling and marketing 1,868 2,060 1,842 General and administrative 7,088 8,913 7,749 Total stock-based compensation expense $ 12,268 $ 14,215 $ 12,805 |
Summary of stock option activity | Weighted Weighted-Average Number of Average Remaining Aggregate Options Exercise Contract Intrinsic (000’s) Price Life (years) Value Outstanding at December 31, 2017 1,283 $ 9.58 3.8 $ 16,573 Exercised (972) $ 10.26 Canceled/forfeited (7) $ 5.99 Outstanding and exercisable at December 31, 2018 304 $ 7.49 3.8 $ 3,970 |
Summary of RSU activity | Weighted Number of Average Shares Grant Date (000’s) Fair Value Non-vested at December 31, 2017 3,324 $ 7.35 Granted(2) 978 $ 13.73 Vested (1,113) $ 8.99 Canceled/forfeited (70) $ 14.98 Non-vested at December 31, 2018 3,119 $ 8.60 (2) The RSUs granted to all of our named executive officers in 2016 were subject to satisfaction of specified service-based and performance-based conditions. The performance objectives were subject to under- or over- achievement on a sliding scale, with a threshold of 50% of the target number of RSUs and a maximum of 150% of the target RSUs. In February 2018, our Compensation Committee determined actual achievement of the 2016 performance-based RSUs resulting in additional RSUs granted of approximately 584,000 at a grant-date fair value of $6.13 per share during the year ended December 31, 2018. |
Net loss per share attributab_2
Net loss per share attributable to common stockholders (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Net loss per share attributable to common stockholders | |
Schedule of computation of basic and diluted net loss per share attributable to common stockholders | Year Ended December 31, 2018 2017 (3) 2016 (3) (in thousands) Numerator: Net loss attributable to common stockholders, basic and diluted $ (1,220) $ (19,366) $ (27,331) Denominator: Weighted average number of common stock, basic and diluted 42,066 39,824 38,025 Net loss per share attributable to common stockholders: Basic and diluted $ (0.03) $ (0.49) $ (0.72) (3) As noted above, prior period amounts have not been adjusted upon adoption of ASC 606 under the modified retrospective method. |
Quarterly financial data (una_2
Quarterly financial data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly financial data (unaudited) | |
Summary of unaudited quarterly financial data | Summarized unaudited quarterly financial data for fiscal years 2018 and 2017 are as follows: Quarter Ended 2018 March 31 June 30 September 30 December 31 Revenue $ 58,159 $ 59,601 $ 65,253 $ 67,808 (Loss) income from operations $ (2,566) $ 2,576 $ 150 $ (3,157) Net (loss) income attributable to common stockholders $ (3,229) $ 2,115 $ (522) $ 416 Basic and diluted (loss) income per share $ (0.08) $ 0.05 $ (0.01) $ 0.01 Quarter Ended 2017 March 31 June 30 September 30 December 31 Revenue $ 44,333 $ 49,033 $ 53,655 $ 57,348 Loss from operations $ (6,578) $ (7,670) $ (2,989) $ (3,464) Net loss attributable to common stockholders $ (6,880) $ (8,017) $ (3,450) $ (1,019) Basic and diluted loss per share $ (0.18) $ (0.20) $ (0.09) $ (0.02) |
The business (Details)
The business (Details) item in Millions | 12 Months Ended |
Dec. 31, 2018item | |
The business | |
Number of commercial hotspots worldwide for which Wi-Fi subscriptions and day passes provide access | 1.2 |
Summary of significant accoun_4
Summary of significant accounting policies - Basis of presentation and consolidation (Details) - USD ($) $ in Thousands | Jan. 01, 2018 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Adoption of ASC 606 | ||||||||||||
Accumulated deficit | $ (129,930) | $ (131,967) | $ (129,930) | $ (131,967) | ||||||||
Accounts receivable, net | $ 25,079 | 42,766 | 26,148 | 42,766 | 26,148 | |||||||
Prepaid expenses and other current assets | 6,539 | 7,815 | 6,369 | 7,815 | 6,369 | |||||||
Other assets | 7,903 | 9,936 | 10,082 | 9,936 | 10,082 | |||||||
Deferred revenue, current | 75,884 | 80,383 | 61,708 | 80,383 | 61,708 | |||||||
Deferred revenue, net of current portion | 128,588 | 137,205 | 149,168 | 137,205 | 149,168 | |||||||
Non-controlling interests | 2,211 | 1,212 | 2,211 | 1,212 | ||||||||
Revenue | 67,808 | $ 65,253 | $ 59,601 | $ 58,159 | 57,348 | $ 53,655 | $ 49,033 | $ 44,333 | 250,821 | 204,369 | $ 159,344 | |
Income tax benefit | (5,153) | (2,078) | 427 | |||||||||
Non-controlling interests | 1,489 | 590 | $ 348 | |||||||||
Adjustment for adoption | ||||||||||||
Adoption of ASC 606 | ||||||||||||
Accounts receivable, net | (1,069) | |||||||||||
Prepaid expenses and other current assets | 170 | |||||||||||
Other assets | (2,179) | |||||||||||
Deferred revenue, current | 14,176 | |||||||||||
Deferred revenue, net of current portion | (20,580) | |||||||||||
ASC 606 | As per ASC 605 | ||||||||||||
Adoption of ASC 606 | ||||||||||||
Accounts receivable, net | 43,410 | 26,148 | 43,410 | 26,148 | ||||||||
Prepaid expenses and other current assets | 7,603 | 6,369 | 7,603 | 6,369 | ||||||||
Other assets | 12,224 | 10,082 | 12,224 | 10,082 | ||||||||
Deferred revenue, current | 82,731 | 61,708 | 82,731 | 61,708 | ||||||||
Deferred revenue, net of current portion | 147,785 | $ 149,168 | 147,785 | $ 149,168 | ||||||||
Non-controlling interests | 408 | 408 | ||||||||||
Revenue | 244,307 | |||||||||||
Income tax benefit | (4,785) | |||||||||||
Non-controlling interests | (245) | |||||||||||
ASC 606 | Adjustment for adoption | ||||||||||||
Adoption of ASC 606 | ||||||||||||
Accumulated deficit | 3,257 | |||||||||||
Accounts receivable, net | (644) | (644) | ||||||||||
Prepaid expenses and other current assets | 212 | 212 | ||||||||||
Other assets | (2,288) | (2,288) | ||||||||||
Deferred revenue, current | (2,348) | (2,348) | ||||||||||
Deferred revenue, net of current portion | (10,580) | (10,580) | ||||||||||
Non-controlling interests | $ 1,803 | 1,803 | ||||||||||
Revenue | 6,514 | |||||||||||
Income tax benefit | (368) | |||||||||||
Non-controlling interests | $ 69 | $ 1,734 | ||||||||||
Chicago Concourse Development Group, LLC | ||||||||||||
Basis of presentation and consolidation | ||||||||||||
Percentage of ownership in subsidiaries | 70.00% | 70.00% | ||||||||||
Boingo Holding Participacoes Ltda. | ||||||||||||
Basis of presentation and consolidation | ||||||||||||
Percentage of ownership in subsidiaries | 75.00% | 75.00% |
Summary of significant accoun_5
Summary of significant accounting policies - Concentrations of credit risk (Details) - Customer - item | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Total Revenue | Customer Group | |||
Concentrations of credit risk | |||
Number of customer group | 3 | 4 | 2 |
Concentration risk percentage | 37.00% | 44.00% | 23.00% |
Total accounts receivable | Customer Group | |||
Concentrations of credit risk | |||
Number of customer group | 4 | 3 | |
Total accounts receivable | Customer Group One | |||
Concentrations of credit risk | |||
Concentration risk percentage | 20.00% | 19.00% | |
Total accounts receivable | Customer Group Two | |||
Concentrations of credit risk | |||
Concentration risk percentage | 19.00% | 17.00% | |
Total accounts receivable | Customer Group Three | |||
Concentrations of credit risk | |||
Concentration risk percentage | 17.00% | 13.00% | |
Total accounts receivable | Customer Group Four | |||
Concentrations of credit risk | |||
Concentration risk percentage | 13.00% |
Summary of significant accoun_6
Summary of significant accounting policies - Property and equipment (Details) | 12 Months Ended |
Dec. 31, 2018 | |
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 accoun_7
Summary of significant accounting policies - Goodwill (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018USD ($)segmentitem | Dec. 31, 2017USD ($) | |
Summary of significant accounting policies | ||
Number of reporting unit | item | 1 | |
Number of operating segment | 1 | |
Number of reportable segment | 1 | |
Impairment loss | $ | $ 0 | $ 0 |
Summary of significant accoun_8
Summary of significant accounting policies - Revenue recognition - Practical expedient (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Summary of significant accounting policies | |
Practical expedient of financing component | true |
Practical expedient of incremental cost | true |
Summary of significant accoun_9
Summary of significant accounting policies - Revenue recognition - Terms of contracts (Details) | 12 Months Ended |
Dec. 31, 2018item | |
Minimum | |
Revenue recognition | |
Payment terms | 30 days |
Maximum | |
Revenue recognition | |
Payment terms | 60 days |
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 |
Military and retail | |
Revenue recognition | |
Cancellation period of renewal option prior end of current contract period | 5 days |
Multifamily | |
Revenue recognition | |
Number of performance obligations | 2 |
Multifamily | Minimum | |
Revenue recognition | |
Initial term of the arrangement | 3 years |
Multifamily | Maximum | |
Revenue recognition | |
Initial term of the arrangement | 5 years |
Summary of significant accou_10
Summary of significant accounting policies - Foreign currency translation (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Foreign currency translation | ||
Cumulative foreign currency translation adjustments, net of tax in accumulated other comprehensive income | $ (1,295) | $ (898) |
Income tax effect related to foreign currency translation adjustments | $ 0 | $ 0 |
Summary of significant accou_11
Summary of significant accounting policies - Advertising, marketing and promotion costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Advertising, marketing and promotion costs | |||
Capitalized advertising production costs | $ 0 | $ 0 | $ 0 |
Advertising expenses | $ 2,213 | $ 2,245 | $ 1,925 |
Summary of significant accou_12
Summary of significant accounting policies - Stock-based compensation (Details) shares in Thousands | 48 Months Ended |
Dec. 31, 2018shares | |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Number of stock options granted | 0 |
Summary of significant accou_13
Summary of significant accounting policies - Non controlling interests (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Non-controlling interests | |||
Distributions to non-controlling interest holders | $ 614 | $ 125 | $ 286 |
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 | $ 614 | 125 | 286 |
Boingo Holding Participacoes Ltda. | |||
Non-controlling interests | |||
Distributions to non-controlling interest holders | $ 0 | $ 0 | $ 0 |
Summary of significant accou_14
Summary of significant accounting policies - Segment and geographic information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2018USD ($)segment | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Primary revenue source | |||||||||||
Number of reportable segment | segment | 1 | ||||||||||
Revenue | $ 67,808 | $ 65,253 | $ 59,601 | $ 58,159 | $ 57,348 | $ 53,655 | $ 49,033 | $ 44,333 | $ 250,821 | $ 204,369 | $ 159,344 |
DAS | |||||||||||
Primary revenue source | |||||||||||
Revenue | 95,216 | 80,552 | 58,182 | ||||||||
Military/multifamily | |||||||||||
Primary revenue source | |||||||||||
Revenue | 77,721 | 55,129 | 39,975 | ||||||||
Wholesale-Wi-Fi | |||||||||||
Primary revenue source | |||||||||||
Revenue | 47,481 | 31,529 | 22,221 | ||||||||
Retail | |||||||||||
Primary revenue source | |||||||||||
Revenue | 17,630 | 24,926 | 26,636 | ||||||||
Advertising and other | |||||||||||
Primary revenue source | |||||||||||
Revenue | $ 12,773 | $ 12,233 | $ 12,330 |
Summary of significant accou_15
Summary of significant accounting policies - Recent accounting pronouncements (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Summary of significant accounting policies | |
Minimum payments under our operating leases | $ 26,158 |
Acquisitions (Details)
Acquisitions (Details) - Elauwit Networks, LLC $ in Thousands | Aug. 01, 2018USD ($)item | Jan. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Acquisitions | |||
Consideration for acquisition of assets before contingent consideration | $ 28,000 | ||
Total purchase price | 29,537 | ||
Contingent consideration fair value | 961 | ||
Cash paid | 15,576 | ||
Purchase price held back | 13,000 | ||
Purchase price held back for third-party consents | 11,000 | ||
Indemnification holdback retained for 12 months | $ 2,000 | ||
Indemnification holdback period | 12 months | ||
Payment for amounts held back for third-party consents | $ 1,952 | $ 9,048 | |
Business Combination, Contingent Consideration, Liability, Valuation Technique [Extensible List] | wifi:MonteCarloMethodMember | ||
Risk-free rate | |||
Acquisitions | |||
Contingent consideration valuation input | item | 0.0278 | ||
Revenue volatility rate | |||
Acquisitions | |||
Contingent consideration valuation input | item | 0.40 | ||
Relief from royalty method | Royalty rate | |||
Acquisitions | |||
Identifiable intangible assets valuation input | item | 0.010 | ||
Minimum | Excess earnings, relief from royalty, and loss-of-revenue methods | Discount rates | |||
Acquisitions | |||
Identifiable intangible assets valuation input | item | 0.080 | ||
Maximum | |||
Acquisitions | |||
Contingent consideration require payment aggregate amount | $ 15,000 | ||
Maximum | Excess earnings, relief from royalty, and loss-of-revenue methods | Discount rates | |||
Acquisitions | |||
Identifiable intangible assets valuation input | item | 0.210 |
Acquisitions - Preliminary Purc
Acquisitions - Preliminary Purchase price allocations (Details) - USD ($) $ in Thousands | Aug. 01, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||
Goodwill | $ 59,640 | $ 42,403 | $ 42,403 | |
Elauwit Networks, LLC | ||||
Consideration: | ||||
Cash paid | $ 15,576 | |||
Holdback consideration | 13,000 | |||
Contingent consideration | 961 | |||
Acquisition purchase consideration | 29,537 | |||
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||
Accounts receivable | 4,494 | |||
Prepaid expenses and other current assets | 1,687 | |||
Property and equipment | 195 | |||
Other non-current assets | 177 | |||
Accounts payable | (2,049) | |||
Accrued expenses and other liabilities | (683) | |||
Deferred revenue | (3,854) | |||
Other non-current liabilities | (307) | |||
Net tangible liabilities acquired | (340) | |||
Goodwill | 17,237 | |||
Total purchase price | 29,537 | |||
Elauwit Networks, LLC | Backlog | ||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||
Intangibles | $ 7,030 | |||
Weighted Average Estimated Useful Life (years) | 5 years | |||
Elauwit Networks, LLC | Customer relationships | ||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||
Intangibles | $ 2,490 | |||
Weighted Average Estimated Useful Life (years) | 10 years | |||
Elauwit Networks, LLC | Partner relationships | ||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||
Intangibles | $ 1,200 | |||
Weighted Average Estimated Useful Life (years) | 10 years | |||
Elauwit Networks, LLC | Transition services agreement | ||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||
Intangibles | $ 540 | |||
Weighted Average Estimated Useful Life (years) | 2 years | |||
Elauwit Networks, LLC | Non-compete agreement | ||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||||
Intangibles | $ 1,380 | |||
Weighted Average Estimated Useful Life (years) | 3 years |
Acquisitions - Actual and pro f
Acquisitions - Actual and pro forma results (unaudited) (Details) - Elauwit Networks, LLC - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Acquisitions | ||
Revenue | $ 11,228 | |
Net loss | (2,349) | |
Pro forma results (unaudited) | ||
Revenue | 268,693 | $ 229,503 |
Net loss | (739) | (20,827) |
Net loss attributable to common stockholders | $ (2,224) | $ (21,417) |
Net loss per share attributable to common stockholders | ||
Basic | $ (0.05) | $ (0.54) |
Diluted | $ (0.05) | $ (0.54) |
Cash and cash equivalents (Deta
Cash and cash equivalents (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash and cash equivalents: | |||
Cash | $ 11,689 | $ 24,430 | |
Money market accounts | 137,723 | 2,255 | |
Total cash and cash equivalents | 149,412 | 26,685 | |
Interest income | $ 742 | $ 17 | $ 8 |
Accounts receivables, net (Deta
Accounts receivables, net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Allowance for doubtful accounts | |||
Balance at the beginning of the year | $ 863 | $ 442 | $ 605 |
Additions charged to operations | 363 | 773 | 116 |
Deductions from reserves, net | (43) | (352) | (279) |
Balance at the end of the year | $ 1,183 | $ 863 | $ 442 |
Contract assets and contract _3
Contract assets and contract liabilities (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Contract Assets, Net | |
Balance at January 1, 2018 | $ 798 |
Balance at December 31, 2018 | 468 |
Change | (330) |
Contract Liabilities, Net | |
Balance at January 1, 2018 | 204,472 |
Balance at December 31, 2018 | 217,733 |
Change | 13,261 |
Contract liability and performance obligations included in revenue | |
Amounts included in the beginning of period contract liability balance | 85,592 |
Amounts associated with performance obligations satisfied in previous periods | $ 378 |
Revenue performance obligations | |
Practical expedient of remaining performance obligations | true |
DAS | |
Revenue performance obligations | |
Remaining service performance obligations | $ 202,113 |
DAS | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-10-01 | Minimum | |
Revenue performance obligations | |
Remaining duration of contracts | 1 year |
DAS | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-10-01 | Maximum | |
Revenue performance obligations | |
Remaining duration of contracts | 16 years |
Wholesale-Wi-Fi | |
Revenue performance obligations | |
Remaining service performance obligations | $ 9,999 |
Wholesale-Wi-Fi | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-10-01 | Minimum | |
Revenue performance obligations | |
Remaining duration of contracts | 1 year |
Wholesale-Wi-Fi | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-10-01 | Maximum | |
Revenue performance obligations | |
Remaining duration of contracts | 16 years |
Property and equipment (Details
Property and equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property and equipment | |||
Total property and equipment | $ 583,067 | $ 502,646 | |
Less: accumulated depreciation and amortization | (268,888) | (240,287) | |
Total property and equipment, net | 314,179 | 262,359 | |
Depreciation and amortization expense | |||
Total depreciation and amortization of property and equipment | 78,837 | 69,097 | $ 49,202 |
Asset impairment charge | |||
Losses on disposals of property and equipment | 90 | 276 | |
Construction in progress projects | |||
Asset impairment charge | |||
Impairment losses | 148 | 882 | 54 |
Network access | |||
Depreciation and amortization expense | |||
Total depreciation and amortization of property and equipment | 49,766 | 42,435 | 27,013 |
Network operations | |||
Depreciation and amortization expense | |||
Total depreciation and amortization of property and equipment | 17,590 | 16,382 | 13,966 |
Development and technology | |||
Depreciation and amortization expense | |||
Total depreciation and amortization of property and equipment | 10,443 | 9,247 | 7,207 |
General and administrative | |||
Depreciation and amortization expense | |||
Total depreciation and amortization of property and equipment | 1,038 | 1,033 | $ 1,016 |
Leasehold improvements | |||
Property and equipment | |||
Total property and equipment | 474,808 | 418,023 | |
Software | |||
Property and equipment | |||
Total property and equipment | 51,534 | 42,281 | |
Construction in progress | |||
Property and equipment | |||
Total property and equipment | 40,369 | 27,291 | |
Computer equipment | |||
Property and equipment | |||
Total property and equipment | 14,215 | 13,245 | |
Furniture, fixtures and office equipment | |||
Property and equipment | |||
Total property and equipment | 2,141 | 1,806 | |
Equipment acquired under capital leases | |||
Property and equipment | |||
Total property and equipment | 16,284 | 12,714 | |
Less: accumulated depreciation and amortization | $ (6,245) | $ (3,744) |
Goodwill and intangible asset_2
Goodwill and intangible assets - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Changes in goodwill | ||
Balance. beginning | $ 42,403 | $ 42,403 |
Acquisition | 17,237 | 0 |
Balance, ending | $ 59,640 | $ 42,403 |
Goodwill and intangible asset_3
Goodwill and intangible assets - Intangible assets rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Changes in intangible assets | ||
Balance at beginning of year | $ 10,263 | $ 13,783 |
Additions | 12,640 | |
Amortization expense | (3,751) | (3,520) |
Balance at end of year | $ 19,152 | $ 10,263 |
Goodwill and intangible asset_4
Goodwill and intangible assets - Carrying Amount (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Intangible assets | |||
Historical Cost | $ 36,424 | $ 28,905 | |
Accumulated Amortization | (17,272) | (18,642) | |
Net | 19,152 | 10,263 | $ 13,783 |
Venue contracts | |||
Intangible assets | |||
Historical Cost | 20,530 | 22,061 | |
Accumulated Amortization | (13,829) | (13,835) | |
Net | 6,701 | 8,226 | |
Backlog | |||
Intangible assets | |||
Historical Cost | 7,030 | ||
Accumulated Amortization | (586) | ||
Net | 6,444 | ||
Customer and partner relationships | |||
Intangible assets | |||
Historical Cost | 3,780 | ||
Accumulated Amortization | (206) | ||
Net | 3,574 | ||
Non-compete agreements, technology and other | |||
Intangible assets | |||
Historical Cost | 5,084 | 6,844 | |
Accumulated Amortization | (2,651) | (4,807) | |
Net | $ 2,433 | $ 2,037 |
Goodwill and intangible asset_5
Goodwill and intangible assets - Future Amortization expense (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Amortization expense for fiscal years 2019 through 2023 and thereafter | |||
2,019 | $ 4,435 | ||
2,020 | 4,221 | ||
2,021 | 3,494 | ||
2,022 | 3,030 | ||
2,023 | 1,863 | ||
Thereafter | 2,109 | ||
Net | $ 19,152 | $ 10,263 | $ 13,783 |
Accrued expenses and other li_3
Accrued expenses and other liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Accrued expenses and other liabilities | ||
Accrued construction in progress | $ 20,930 | $ 12,661 |
Accrued customer liabilities | 15,219 | 7,100 |
Revenue share | 5,514 | 5,506 |
Salaries and wages | 4,425 | 5,066 |
Accrued taxes | 2,745 | 1,897 |
Holdback consideration | 2,000 | 0 |
Acquisition purchase consideration | 1,952 | 0 |
Accrued professional fees | 1,434 | 1,979 |
Accrued partner network | 1,228 | 1,799 |
Other | 7,206 | 6,397 |
Total accrued expenses and other liabilities | $ 62,653 | $ 42,405 |
Convertible Notes (Details)
Convertible Notes (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2018USD ($)D$ / shares$ / EquityInstruments | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Oct. 02, 2018$ / shares | |
Convertible Notes | |||||
Gross proceeds from Convertible Notes | $ 195,716 | $ 0 | $ 0 | ||
Tax effect on the equity component of the Convertible Notes recorded as additional paid-in capital | $ 5,686 | ||||
Convertible Notes | |||||
Convertible Notes | |||||
Gross proceeds from Convertible Notes | $ 201,250 | ||||
Percentage of interest rate per annum | 1.00% | ||||
Conversion ratio | 0.0236323 | 0.0236323 | |||
Conversion price per share | $ / shares | $ 42.31 | ||||
Effective conversion price, percentage of premium to share closing price | 30.00% | ||||
Share price | $ / shares | $ 32.55 | ||||
Percentage of redemption price | 100.00% | ||||
Threshold percentage of stock price trigger | 130.00% | ||||
Threshold trading days | D | 20 | ||||
Threshold consecutive trading days | D | 30 | ||||
Convertible Notes | Call option | |||||
Convertible Notes | |||||
Derivative cap price (in dollars per share) | $ / EquityInstruments | 65.10 | ||||
Derivative cap price, minimum percentage of premium on share price | 100.00% | ||||
Payment of derivative capped transactions | $ 23,969 | ||||
Tax effect on the equity component of the Convertible Notes recorded as additional paid-in capital | $ 5,686 |
Convertible Notes - Carrying an
Convertible Notes - Carrying and fair value (Details) - Convertible Notes $ in Thousands | Dec. 31, 2018USD ($) |
Convertible Notes | |
Par value of the Convertible Notes | $ 201,250 |
Unamortized debt discounts | (45,058) |
Unamortized debt issuance costs | (4,522) |
Net carrying value of Convertible Notes | 151,670 |
Fair value of Convertible Notes | $ 169,970 |
Convertible Notes - Debt issuan
Convertible Notes - Debt issuance costs and interest expense (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Convertible Notes | ||||
Debt issuance costs incurred | $ 695 | $ 0 | $ 124 | |
Convertible Notes | ||||
Convertible Notes | ||||
Debt issuance costs incurred | $ 6,169 | |||
Additional paid-in capital | 1,442 | |||
Amortizaton of remaining financing costs | $ 4,727 | |||
Interest expense related to the Convertible Notes | ||||
Contractual interest expense | 2,677 | |||
Amortization of debt issuance costs | 205 | |||
Amortization of debt discount | 1,992 | |||
Total | $ 4,874 | |||
Effective interest rate of the liability component | 7.10% | |||
Amortization and interest expense capitalized | $ 508 | |||
Convertible Notes | interest and other expense, net | ||||
Interest expense related to the Convertible Notes | ||||
Amortization of debt issuance costs | $ 205 |
Convertible Notes - Amortizatio
Convertible Notes - Amortization expense, debt discount and debt issuance costs (Details) - Convertible Notes $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Amortization expense for debt discount costs | |
2,019 | $ 8,245 |
2,020 | 8,864 |
2,021 | 9,528 |
2,022 | 10,241 |
2,023 | 8,180 |
Total | 45,058 |
Amortization expense for debt issuance costs | |
2,019 | 849 |
2,020 | 901 |
2,021 | 956 |
2,022 | 1,015 |
2,023 | 801 |
Total | $ 4,522 |
Credit Facility (Details)
Credit Facility (Details) - USD ($) $ in Thousands | Feb. 26, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Credit Facility | ||||
Debt issuance costs incurred | $ 695 | $ 0 | $ 124 | |
Credit Facility | ||||
Credit Facility | ||||
Debt issuance costs incurred | 224 | |||
Amortization and interest expense capitalized | 288 | 773 | 823 | |
Amortization and interest expense recorded | $ 106 | $ 187 | $ 309 | |
Credit Facility | Minimum | ||||
Credit Facility | ||||
Interest rate percentage | 4.20% | |||
Credit Facility | Maximum | ||||
Credit Facility | ||||
Interest rate percentage | 6.80% | |||
Credit Facility | LIBOR | Minimum | ||||
Credit Facility | ||||
Spread on floating interest rate (as a percent) | 1.75% | |||
Credit Facility | LIBOR | Maximum | ||||
Credit Facility | ||||
Spread on floating interest rate (as a percent) | 2.75% | |||
Credit Facility | Prime Rate | Minimum | ||||
Credit Facility | ||||
Spread on floating interest rate (as a percent) | 0.75% | |||
Credit Facility | Prime Rate | Maximum | ||||
Credit Facility | ||||
Spread on floating interest rate (as a percent) | 1.75% | |||
Revolving Line of Credit | ||||
Credit Facility | ||||
Current issued borrowing capacity | $ 150,000 | |||
Revolving Line of Credit | Minimum | ||||
Credit Facility | ||||
Fee on unused portion of Revolving Line of Credit (as a percent) | 0.25% | |||
Revolving Line of Credit | Maximum | ||||
Credit Facility | ||||
Fee on unused portion of Revolving Line of Credit (as a percent) | 0.50% | |||
Term Loan | ||||
Credit Facility | ||||
Current issued borrowing capacity | $ 3,500 |
Fair value measurement (Details
Fair value measurement (Details) - Recurring basis - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Assets: | ||
Money market accounts | $ 137,723 | $ 2,255 |
Total assets | 137,723 | 2,255 |
Liabilities: | ||
Contingent consideration | 961 | |
Total liabilities | 961 | |
Level 1 | ||
Assets: | ||
Money market accounts | 137,723 | 2,255 |
Total assets | 137,723 | 2,255 |
Liabilities: | ||
Contingent consideration | 0 | |
Total liabilities | 0 | |
Level 2 | ||
Assets: | ||
Money market accounts | 0 | 0 |
Total assets | 0 | 0 |
Liabilities: | ||
Contingent consideration | 0 | |
Total liabilities | 0 | |
Level 3 | ||
Assets: | ||
Money market accounts | 0 | 0 |
Total assets | 0 | $ 0 |
Liabilities: | ||
Contingent consideration | 961 | |
Total liabilities | $ 961 |
Fair value measurement - Level
Fair value measurement - Level 3 Reconciliation (Details) - Level 3 $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Reconciliation of the beginning and ending balances related to the fair value of contingent consideration | |
Balance at beginning of the year | $ 0 |
Additions | 961 |
Payment of contingent consideration | 0 |
Change in fair vale | 0 |
Balance at end of the year | $ 961 |
Stockholders' equity (Details)
Stockholders' equity (Details) | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2018 | Dec. 31, 2018shares | Dec. 31, 2017shares | |
Stockholders' equity | |||
Common stock authorized (in shares) | 100,000,000 | 100,000,000 | |
Shares of Common Stock reserved | |||
Total (in shares) | 6,402,000 | 8,470,000 | |
Convertible Notes | |||
Shares of Common Stock reserved | |||
Conversion ratio | 0.0236323 | 0.0236323 | |
Convertible Notes | If Convertible Notes were converted | |||
Shares of Common Stock reserved | |||
Shares issued upon conversion of convertible shares | 4,756,000 | ||
2001 Plan | |||
Shares of Common Stock reserved | |||
Outstanding stock options (in shares) | 14,000 | 155,000 | |
2011 Plan | |||
Shares of Common Stock reserved | |||
Outstanding stock options (in shares) | 290,000 | 1,128,000 | |
Outstanding RSUs (in shares) | 3,119,000 | 3,324,000 | |
Number of shares available for grant (in shares) | 2,979,000 | 3,863,000 |
Income taxes - Income tax by ju
Income taxes - Income tax by jurisdiction (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
U.S. federal: | |||
Current | $ 18 | $ (6) | $ 55 |
Deferred | (4,569) | (2,787) | 345 |
Total U.S. federal | (4,551) | (2,793) | 400 |
U.S. state and local: | |||
Current | 285 | 503 | 69 |
Deferred | (1,048) | 212 | (42) |
Total U.S. state and local | (763) | $ 715 | $ 27 |
Foreign: | |||
Current | 161 | ||
Total foreign | 161 | ||
Tax effect on the equity component of the Convertible Notes recorded as additional paid-in capital | $ 5,686 |
Income taxes - Rate reconciliat
Income taxes - Rate reconciliation (Details) | Jan. 01, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Reconciliation from U.S. federal statutory tax rate to effective income taxes rate | ||||
Federal statutory rate | 21.00% | 21.00% | 34.00% | 34.00% |
State and local | 19.70% | 9.60% | 2.20% | |
Foreign rate differential | (0.50%) | (0.70%) | (0.40%) | |
Stock options | (47.20%) | 0.40% | (1.50%) | |
Excess tax benefits from stock-based compensation | 106.40% | 34.30% | 2.80% | |
Non-controlling interests | 5.50% | 1.10% | 0.60% | |
Valuation allowance | (90.70%) | (83.60%) | (38.90%) | |
Uncertain tax positions | 2.30% | 0.60% | (0.20%) | |
Effect of U.S. tax reform law changes | 0.00% | 14.70% | 0.00% | |
Convertible Notes | 94.90% | 0.00% | 0.00% | |
Other | (5.90%) | (0.40%) | (0.20%) | |
Income taxes | 105.50% | 10.00% | (1.60%) |
Income taxes - Foreign operatin
Income taxes - Foreign operating losses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Net operating loss carryforwards | |||
Foreign loss before income taxes | $ 577 | $ 1,268 | $ 856 |
United Kingdom | |||
Net operating loss carryforwards | |||
Foreign subsidiary deferred tax asset | 2,022 | ||
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, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | |||||
Net operating loss carryforwards | $ 34,545 | $ 23,838 | |||
Outside basis differences for U.S. partnerships | 9,558 | 14,306 | |||
Stock options | 2,396 | 4,100 | |||
Deferred revenue | 640 | 748 | |||
Deferred compensation | 120 | 249 | |||
State taxes | 80 | 78 | |||
Other | 1,525 | 1,282 | |||
Valuation allowance | (33,810) | (34,990) | $ (36,331) | $ (19,548) | |
Net deferred tax assets | 15,054 | 9,611 | |||
Deferred tax liabilities: | |||||
Property and equipment | (7,318) | (6,983) | |||
Convertible Notes | (5,470) | 0 | |||
Intangible assets | (3,339) | (3,632) | |||
Net deferred tax liabilities | (16,127) | (10,615) | |||
Net deferred taxes | $ (1,073) | $ (1,004) | |||
Corporate federal tax rate | 21.00% | 21.00% | 34.00% | 34.00% | |
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 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 |
Income taxes - Assessing realiz
Income taxes - Assessing realizability of deferred tax assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Federal | ||
Net operating loss carryforwards | ||
The amount of gross unrealized net operating loss carryforwards | $ 124,637 | $ 82,461 |
State | ||
Net operating loss carryforwards | ||
The amount of gross unrealized net operating loss carryforwards | 121,091 | 73,934 |
Foreign | ||
Net operating loss carryforwards | ||
The amount of gross unrealized net operating loss carryforwards | $ 11,642 | $ 10,811 |
Income taxes - Changes in valua
Income taxes - Changes in valuation allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Changes in the valuation allowance | |||
Balance at the beginning of the year | $ 34,990 | $ 36,331 | $ 19,548 |
Additions charged to operations | 16,527 | 16,783 | |
Effect of U.S. tax reform law changes | (17,868) | ||
Decrease credited to operations | (1,180) | ||
Balance at the end of the year | $ 33,810 | $ 34,990 | $ 36,331 |
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, 2018 | Dec. 31, 2017 | |
Reconciliation of unrecognized tax benefits | ||
Balance at the beginning of the year | $ 0 | $ 313 |
Additions for current period tax positions | 0 | 0 |
Reversals during the period | 0 | (313) |
Balance at the end of the year | $ 0 | $ 0 |
Commitments and contingencies -
Commitments and contingencies - Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Leases | |||
Term of capital lease | 3 years | ||
Interest expense associated with capital financing arrangements | $ 377 | $ 302 | $ 158 |
Rent expense for leases of office facilities | 3,323 | 2,936 | $ 2,993 |
Capital Leases and Notes Payable | |||
2,019 | 6,844 | ||
2,020 | 4,324 | ||
2,021 | 669 | ||
2,022 | 0 | ||
2,023 | 0 | ||
Thereafter | 0 | ||
Minimum lease payments | 11,837 | ||
Less: Amounts representing interest ranging from 1.3% to 7.7% | (314) | ||
Minimum lease payments | 11,523 | ||
Current portion | 6,612 | ||
Non current portion | 4,911 | ||
Fair value of current portion of capital leases and notes payable | 6,612 | 5,771 | |
Fair value of long-term portion of capital leases and notes payable | 4,911 | $ 6,747 | |
Operating Leases | |||
2,019 | 3,573 | ||
2,020 | 3,456 | ||
2,021 | 3,385 | ||
2,022 | 3,414 | ||
2,023 | 3,495 | ||
Thereafter | 8,835 | ||
Minimum lease payments | $ 26,158 | ||
Minimum | |||
Capital Leases and Notes Payable | |||
Interest rate (as a percent) | 1.30% | ||
Maximum | |||
Capital Leases and Notes Payable | |||
Interest rate (as a percent) | 7.70% | ||
Capital Leases and Notes Payable | |||
Leases | |||
Capitalized interest expense | $ 287 | ||
Notes payable | |||
Leases | |||
Term of the debt | 3 years |
Commitments and contingencies_2
Commitments and contingencies - Venue guarantees (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Venue guarantees | |||
Venue contract terms | 20 years | ||
Revenue share expense related to venue contracts | $ 37,991 | $ 32,637 | $ 27,140 |
Venue guarantees | |||
Venue guarantees | |||
2,019 | 14,638 | ||
2,020 | 9,023 | ||
2,021 | 6,765 | ||
2,022 | 5,531 | ||
2,023 | 4,781 | ||
Thereafter | 8,887 | ||
Total | $ 49,625 |
Commitments and contingencies_3
Commitments and contingencies - Letters of credit (Details) - Letters of Credit $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Letters of credit | |
Current issued borrowing capacity | $ 8,244 |
Term period of letters of credit agreements | 1 year |
Outstanding balance | $ 0 |
Commitments and contingencies_4
Commitments and contingencies - Employment contract and Others matters (Details) | 12 Months Ended |
Dec. 31, 2018item | |
Employment contracts | |
Number of officers and other employees with whom the entity entered into employment contracts | 11 |
Commitments and contingencies_5
Commitments and contingencies - Others matters (Details) - Underpaid revenue share payments and related interest $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($)claim | |
Other matters | |
Number of claim received | claim | 1 |
Claim value | $ | $ 4,600 |
Stock repurchases (Details)
Stock repurchases (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | 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 | Dec. 31, 2018 | Dec. 31, 2017 |
2011 Plan | ||
Stock incentive plans | ||
Common stock shares reserved for issuance | 13,739,820 | |
Number of options outstanding | 290,000 | 1,128,000 |
2001 Plan | ||
Stock incentive plans | ||
Number of options outstanding | 14,000 | 155,000 |
Stock options | ||
Stock incentive plans | ||
Number of options outstanding | 304,000 | 1,283,000 |
Stock options | 2011 Plan | ||
Stock incentive plans | ||
Number of options outstanding | 290,000 | |
Stock options | 2001 Plan | ||
Stock incentive plans | ||
Number of options outstanding | 14,000 | |
RSUs | 2011 Plan | ||
Stock incentive plans | ||
RSUs outstanding | 3,119,000 |
Stock incentive plans - Compens
Stock incentive plans - Compensation expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Recognized stock-based compensation expense | |||
Total stock-based compensation expense | $ 12,268 | $ 14,215 | $ 12,805 |
Stock-based compensation expense capitalized | 789 | 696 | 727 |
Network operations | |||
Recognized stock-based compensation expense | |||
Total stock-based compensation expense | 2,070 | 2,174 | 2,144 |
Development and technology | |||
Recognized stock-based compensation expense | |||
Total stock-based compensation expense | 1,242 | 1,068 | 1,070 |
Selling and marketing | |||
Recognized stock-based compensation expense | |||
Total stock-based compensation expense | 1,868 | 2,060 | 1,842 |
General and administrative | |||
Recognized stock-based compensation expense | |||
Total stock-based compensation expense | $ 7,088 | $ 8,913 | $ 7,749 |
Stock incentive plans - Stock o
Stock incentive plans - Stock option awards (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Aggregate Intrinsic Value | |||
Cash proceeds from exercise of stock option | $ 9,979 | $ 9,244 | $ 2,984 |
Stock options | |||
Stock incentive plans | |||
Vesting period | 4 years | ||
Number of Options | |||
Outstanding at beginning of year (in shares) | 1,283,000 | ||
Exercised (in shares) | (972,000) | (1,776,000) | (532,000) |
Canceled/forfeited (in shares) | (7,000) | ||
Outstanding and exercisable at end of year (in shares) | 304,000 | 1,283,000 | |
Weighted Average Exercise Price | |||
Outstanding at beginning of year (in dollars per share) | $ 9.58 | ||
Exercised (in dollars per share) | 10.26 | ||
Canceled/forfeited (in dollars per share) | 5.99 | ||
Outstanding and exercisable at end of year (in dollars per share) | $ 7.49 | $ 9.58 | |
Weighted-Average Remaining Contract Life (years) | |||
Outstanding and exercisable at end of year | 3 years 9 months 18 days | 3 years 9 months 18 days | |
Aggregate Intrinsic Value | |||
Outstanding and exercisable at end of year | $ 3,970 | $ 16,573 | |
Total intrinsic value of stock options exercised (in dollars) | $ 14,935 | $ 20,551 | $ 1,675 |
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 | 1 Months Ended | 12 Months Ended |
Feb. 28, 2018 | Dec. 31, 2018 | |
RSUs | ||
Stock incentive plans | ||
Vesting period | 3 years | |
Number of Shares | ||
Non-vested at beginning of year (in shares) | 3,324,000 | |
Granted (in shares) | 978,000 | |
Vested (in shares) | (1,112,938) | |
Canceled/forfeited (in shares) | (70,000) | |
Non vested at end of year (in shares) | 3,119,000 | |
Weighted Average Grant Date Fair Value | ||
Non-vested at beginning of year (in dollars per share) | $ 7.35 | |
Granted (in dollars per share) | 13.73 | |
Vested (in dollars per share) | 8.99 | |
Canceled/forfeited (in dollars per share) | 14.98 | |
Non vested at end of year (in dollars per share) | $ 8.60 | |
Other Disclosures | ||
Shares of common stock issued resulting from vesting | 702,447 | |
Total unrecognized stock-based compensation expense | $ 9,314 | |
Weighted average period over which unrecognized compensation expense is expected to be recognized | 2 years 7 months 6 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 percentage when the individual completes 12 months of continuous service | 33.30% | |
Vesting period | 3 years | |
Performance-based restricted stock unit awards | ||
Stock incentive plans | ||
Vesting period | 3 years | |
Number of Shares | ||
Granted (in shares) | 584,000 | |
Weighted Average Grant Date Fair Value | ||
Granted (in dollars per share) | $ 6.13 | |
Performance-based restricted stock unit awards | Minimum | ||
Stock incentive plans | ||
Performance objective threshold (as a percent) | 50.00% | |
Performance-based restricted stock unit awards | Maximum | ||
Stock incentive plans | ||
Performance objective threshold (as a percent) | 150.00% |
Employee benefit plan (Details)
Employee benefit plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Employee benefit plan | |||
Employer contributions made to the plan | $ 1,154 | $ 891 | $ 819 |
Net loss per share attributab_3
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, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Numerator: | |||||||||||
Net loss attributable to common stockholders, basic and diluted | $ 416 | $ (522) | $ 2,115 | $ (3,229) | $ (1,019) | $ (3,450) | $ (8,017) | $ (6,880) | $ (1,220) | $ (19,366) | $ (27,331) |
Denominator: | |||||||||||
Weighted average number of common stock, basic and diluted (in shares) | 42,066 | 39,824 | 38,025 | ||||||||
Net loss per share attributable to common stockholders: | |||||||||||
Basic and diluted (in dollars per share) | $ 0.01 | $ (0.01) | $ 0.05 | $ (0.08) | $ (0.02) | $ (0.09) | $ (0.20) | $ (0.18) | $ (0.03) | $ (0.49) | $ (0.72) |
Quarterly financial data (una_3
Quarterly financial data (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly financial data (unaudited) | |||||||||||
Revenue | $ 67,808 | $ 65,253 | $ 59,601 | $ 58,159 | $ 57,348 | $ 53,655 | $ 49,033 | $ 44,333 | $ 250,821 | $ 204,369 | $ 159,344 |
(Loss) income from operations | (3,157) | 150 | 2,576 | (2,566) | (3,464) | (2,989) | (7,670) | (6,578) | (2,997) | (20,701) | (26,097) |
Net (loss) income attributable to common stockholders | $ 416 | $ (522) | $ 2,115 | $ (3,229) | $ (1,019) | $ (3,450) | $ (8,017) | $ (6,880) | $ (1,220) | $ (19,366) | $ (27,331) |
Basic and diluted (loss) income per share (in dollars per share) | $ 0.01 | $ (0.01) | $ 0.05 | $ (0.08) | $ (0.02) | $ (0.09) | $ (0.20) | $ (0.18) | $ (0.03) | $ (0.49) | $ (0.72) |
Subsequent events (Details)
Subsequent events (Details) - shares | 1 Months Ended | 12 Months Ended | |
Feb. 28, 2019 | Feb. 28, 2018 | Dec. 31, 2018 | |
Performance-based restricted stock unit awards | |||
Subsequent events | |||
Granted (in shares) | 584,000 | ||
Vesting period | 3 years | ||
Subsequent events | Executive members | Time-based restricted stock unit awards | |||
Subsequent events | |||
Granted (in shares) | 93,000 | ||
Vesting period | 3 years | ||
Subsequent events | Executive members | Performance-based restricted stock unit awards | |||
Subsequent events | |||
Granted (in shares) | 80,000 | ||
Subsequent events | Non-executive personnel | Time-based restricted stock unit awards | |||
Subsequent events | |||
Granted (in shares) | 205,000 | ||
Vesting period | 3 years |