Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 26, 2021 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Transition Report | false | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Entity File Number | 001-35155 | |
Entity Registrant Name | BOINGO WIRELESS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 95-4856877 | |
Entity Address, Address Line One | 10960 Wilshire Blvd., 23rd Floor | |
Entity Address, City or Town | Los Angeles | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90024 | |
City Area Code | 310 | |
Local Phone Number | 586-5180 | |
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Security Exchange Name | NASDAQ | |
Trading Symbol | WIFI | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 44,751,010 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001169988 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 36,272 | $ 36,111 |
Marketable securities | 0 | 4,565 |
Accounts receivable, net | 38,899 | 27,716 |
Prepaid expenses and other current assets | 7,272 | 8,388 |
Assets held for sale | 8,746 | |
Total current assets | 91,189 | 76,780 |
Property and equipment, net | 404,683 | 406,328 |
Operating lease right-of-use assets, net | 12,295 | 12,876 |
Goodwill | 58,579 | 58,579 |
Intangible assets, net | 9,714 | 10,652 |
Other assets | 11,268 | 11,264 |
Total assets | 587,728 | 576,479 |
Current liabilities: | ||
Accounts payable | 23,994 | 22,489 |
Accrued expenses and other liabilities | 61,901 | 55,984 |
Deferred revenue | 64,113 | 65,292 |
Current portion of operating leases | 2,649 | 2,632 |
Current portion of long-term debt | 778 | 778 |
Current portion of finance leases | 132 | 573 |
Current portion of notes payable | 24 | 95 |
Liabilities held for sale | 4,436 | |
Total current liabilities | 158,027 | 147,843 |
Deferred revenue, net of current portion | 172,352 | 159,462 |
Long-term portion of operating leases | 13,749 | 14,487 |
Long-term debt | 199,086 | 171,695 |
Deferred tax liabilities | 1,034 | 984 |
Other liabilities | 87 | |
Total liabilities | 544,248 | 494,558 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 5,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value; 100,000 shares authorized; 44,736 and 44,631 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively | 4 | 4 |
Additional paid-in capital | 203,900 | 241,868 |
Accumulated deficit | (157,944) | (158,066) |
Accumulated other comprehensive loss | (2,742) | (2,279) |
Total common stockholders' equity | 43,218 | 81,527 |
Non-controlling interests | 262 | 394 |
Total stockholders' equity | 43,480 | 81,921 |
Total liabilities and stockholders' equity | $ 587,728 | $ 576,479 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Condensed Consolidated Balance Sheets | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000 | 5,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000 | 100,000 |
Common stock, shares issued | 44,736 | 44,631 |
Common stock, shares outstanding | 44,736 | 44,631 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Condensed Consolidated Statements of Operations | ||
Revenue | $ 59,929 | $ 59,886 |
Costs and operating expenses: | ||
Cost of sales | 29,702 | 28,759 |
Gross Profit, Total | 30,227 | 31,127 |
Selling, general and administrative expenses | 35,148 | 32,601 |
Amortization of intangible assets | 937 | 1,111 |
Loss from operations | (5,858) | (2,585) |
Interest expense and amortization of debt discount | (657) | (2,349) |
Interest income and other expense, net | (2) | 254 |
Loss before income taxes | (6,517) | (4,680) |
Income tax expense | (119) | (45) |
Net loss | (6,636) | (4,725) |
Net loss attributable to non-controlling interests | (192) | (92) |
Net loss attributable to common stockholders | $ (6,444) | $ (4,633) |
Net loss per share attributable to common stockholders: | ||
Basic | $ (0.14) | $ (0.10) |
Diluted | $ (0.14) | $ (0.10) |
Weighted average shares used in computing net loss per share attributable to common stockholders: | ||
Basic | 44,690 | 44,272 |
Diluted | 44,690 | 44,272 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Condensed Consolidated Statements of Comprehensive Income (Loss) | ||
Net loss | $ (6,636) | $ (4,725) |
Other comprehensive loss, net of tax | ||
Foreign currency translation adjustments | (402) | (891) |
Unrealized loss on marketable securities | (1) | (60) |
Comprehensive loss | (7,039) | (5,676) |
Comprehensive loss attributable to non-controlling interest | (132) | (24) |
Comprehensive loss attributable to common stockholders | $ (6,907) | $ (5,652) |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Common Stock | Additional Paid-in CapitalCumulative effect of a change in accounting principle | Additional Paid-in Capital | Accumulated DeficitCumulative effect of a change in accounting principle | Accumulated Deficit | Accumulated Other Comprehensive Loss | Non-controlling Interests | Cumulative effect of a change in accounting principle | Total |
Balance at Dec. 31, 2019 | $ 4 | $ 234,638 | $ (140,973) | $ (1,426) | $ 1,238 | $ 93,481 | |||
Balance (in shares) at Dec. 31, 2019 | 44,224 | ||||||||
Issuance of common stock under stock incentive plans | 185 | 185 | |||||||
Issuance of common stock under stock incentive plans (in shares) | 90 | ||||||||
Shares withheld for taxes | (461) | (461) | |||||||
Stock-based compensation expense | 1,686 | 1,686 | |||||||
Non-controlling interest distributions | (262) | (262) | |||||||
Net loss | (4,633) | (92) | (4,725) | ||||||
Other comprehensive (loss) income | (1,019) | 68 | (951) | ||||||
Balance at Mar. 31, 2020 | $ 4 | 236,048 | (145,606) | (2,445) | 952 | 88,953 | |||
Balance (in shares) at Mar. 31, 2020 | 44,314 | ||||||||
Balance at Dec. 31, 2020 | $ 4 | 241,868 | (158,066) | (2,279) | 394 | $ 81,921 | |||
Balance (in shares) at Dec. 31, 2020 | 44,631 | 44,631 | |||||||
Issuance of common stock under stock incentive plans | 129 | $ 129 | |||||||
Issuance of common stock under stock incentive plans (in shares) | 105 | ||||||||
Shares withheld for taxes | (592) | (592) | |||||||
Stock-based compensation expense | 2,416 | 2,416 | |||||||
Net loss | (6,444) | (192) | (6,636) | ||||||
Other comprehensive (loss) income | (463) | 60 | (403) | ||||||
Balance at Mar. 31, 2021 | $ 4 | $ (39,921) | $ 203,900 | $ 6,566 | $ (157,944) | $ (2,742) | $ 262 | $ (33,355) | $ 43,480 |
Balance (in shares) at Mar. 31, 2021 | 44,736 | 44,736 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (6,636) | $ (4,725) |
Adjustments to reconcile net loss including non-controlling interests to net cash provided by operating activities: | ||
Depreciation and amortization of property and equipment | 20,745 | 18,646 |
Amortization of intangible assets | 937 | 1,111 |
Impairment loss, loss on disposal of fixed assets, net, and other | 27 | (30) |
Stock-based compensation | 2,277 | 1,537 |
Amortization of deferred financing costs and debt discount, net of amounts capitalized | 421 | 2,343 |
Non-cash operating lease cost | 567 | 639 |
Gains and amortization of premiums/discounts for marketable securities | 64 | (81) |
Change in deferred income taxes | 0 | (12) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (15,097) | (4,912) |
Prepaid expenses and other assets | (1,171) | (1,071) |
Accounts payable | 688 | (166) |
Accrued expenses and other liabilities | 3,165 | (3,253) |
Deferred revenue | 13,700 | 9,801 |
Operating lease liabilities | (721) | (794) |
Net cash provided by operating activities | 18,966 | 19,033 |
Cash flows from investing activities | ||
Purchases of marketable securities | (15,032) | |
Proceeds from maturities of marketable securities | 4,500 | 25,965 |
Purchases of property and equipment | (22,140) | (22,592) |
Net cash used in investing activities | (17,640) | (11,659) |
Cash flows from financing activities | ||
Proceeds from credit facility | 100,000 | |
Principal payments on credit facility | (194) | |
Proceeds from exercise of stock options | 129 | 185 |
Payments of finance leases and notes payable | (511) | (1,285) |
Payments of withholding tax on net issuance of restricted stock units | (592) | (461) |
Payments to non-controlling interest | (262) | |
Net cash (used in) provided by financing activities | (1,168) | 98,177 |
Effect of exchange rates on cash | 3 | (36) |
Net increase in cash and cash equivalents | 161 | 105,515 |
Cash and cash equivalents at beginning of period | 36,111 | 40,401 |
Cash and cash equivalents at end of period | 36,272 | 145,916 |
Supplemental disclosure of non-cash investing and financing activities | ||
Property and equipment costs included in accounts payable, accrued expenses and other liabilities | 41,054 | 39,754 |
Capitalized stock-based compensation included in property and equipment costs | 140 | 149 |
Financed sale of intangible assets held for sale | $ 184 | $ 277 |
The business
The business | 3 Months Ended |
Mar. 31, 2021 | |
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 on April 16, 2001 in the State of Delaware. We have a diverse monetization model that enables us to generate revenues from wholesale cellular and Wi-Fi offerings, which are targeted towards carriers, venues, and other wholesale partners, and military, retail, and advertising offerings, which are retail products targeted towards consumers. Wholesale offerings include distributed antenna systems (“DAS”), towers, and small cells, which are cellular extension networks, private networks and emerging technologies, multifamily, carrier offload, Wi-Fi roaming, value-added services, private label Wi-Fi, and location-based services. Retail products include Wi-Fi services for military personnel living in the barracks of U.S. Army, Air Force, and Marines bases around the world, and Wi-Fi subscriptions and day passes that provide access to commercial hotspots worldwide. Advertising revenue is driven by Wi-Fi sponsorships at airports, hotels, cafes and restaurants, and public spaces. Our customers include some of the world’s largest carriers, telecommunications service providers, global consumer brands, and property owners, as well as troops stationed at military bases and Internet savvy consumers on the go. Merger On February 26, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with White Sands Parent, Inc., a Delaware corporation (the “Parent”) and White Sands Bidco, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of the Parent. Under the terms of the Merger Agreement, at the Effective Time of the Merger, each share of common stock issued and outstanding as of immediately prior to the Effective Time (other than dissenting shares, shares held in the treasury of the Company or shares owned by Parent or Merger Sub) will be cancelled and automatically converted into the right to receive cash in an amount equal to $14.00, net of applicable withholding taxes and without interest thereon (the “Per Share Merger Consideration”). Company stock options will generally be cancelled at the Effective Time and converted into the right to receive an amount equal to (i) the excess, if any, of the Per Share Merger Consideration over the applicable exercise price multiplied by (ii) the number of shares of common stock subject to such stock option (less deductions and applicable withholdings). Restricted stock units (“RSUs”) (including any RSUs which are subject to performance conditions that have not been satisfied at the Effective Time, which shall be deemed satisfied in accordance with the terms of the applicable stock plan and award agreement) will generally be cancelled at the Effective Time and converted into the right to receive an amount equal to (i) the Per Share Merger Consideration multiplied by (ii) the number of shares of common stock subject to such RSU (less applicable deductions and withholdings). Parent and Merger Sub have secured committed financing, which are subject to customary terms and conditions, consisting of a combination of equity financing from Digital Colony Partners II, LP and debt financing from Truist Bank and Truist Securities, Inc., The Toronto-Dominion Bank, New York Branch, TD Securities (USA) LLC and CIT Bank, N.A., the aggregate proceeds of which will be sufficient for Parent and Merger Sub to pay the aggregate merger consideration and all related fees and expenses. Parent and Merger Sub have committed to use their reasonable best efforts to obtain the financing on the terms and conditions described in the commitment letters entered into with such financing partners. The consummation of the Merger is subject to the satisfaction or waiver of customary closing conditions, including, without limitation, the absence of governmental orders resulting, directly or indirectly, in enjoining or otherwise prohibiting or making illegal the consummation of the Merger, the affirmative vote of the holders of a majority of the voting power of the outstanding shares of the Company’s common stock entitled to vote on the adoption of the Merger Agreement, and expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”). Boingo and Parent made the necessary filings under the HSR Act with the Federal Trade Commission and the Antitrust Division of the Department of Justice on March 12, 2021, the 30-day waiting period with respect to which all expired at 11:59 p.m. Eastern time on Monday, April 12, 2021. The Company has made customary representations and warranties in the Merger Agreement and has agreed to customary covenants regarding the operation of the business of the Company and its Subsidiaries prior to the Effective Time. Following a 25-business day Go-Shop Period, the Company is also subject to customary restrictions on its ability to solicit alternative acquisition proposals from third parties and to provide non-public information to, and participate in discussions and engage in negotiations with third parties regarding alternative acquisition proposals, with customary exceptions for Superior Proposals. The Go-Shop Period expired on April 2, 2021. The Merger Agreement contains certain termination rights for the Company and Parent. Upon termination of the Merger Agreement under specified circumstances, the Company will be required to pay Parent a termination fee of $19,600 in the event of other specified circumstances. Such circumstances include where the Merger Agreement is terminated (i) in connection with the Company entering into an agreement for a Superior Proposal after the Go-Shop Period, (ii) due to the Company Board’s change or withdrawal of its recommendation in favor of the Merger, or (iii) due to the Company willfully and materially breaching its obligations regarding solicitation of alternative acquisition proposals. Additionally, the Company is obligated to pay the termination fee if (i)(A) either party terminates because the Merger has not been consummated by the Outside Date (defined below) or due to the failure to obtain the required Company stockholder adoption of the Merger Agreement, or (B) Parent terminates due to the Company breaching its representations, warranties or covenants in a manner that would cause the related closing conditions to not be met, (ii) the Company receives an Acquisition Proposal to acquire at least 50.1% of the Company’s stock or assets that is not withdrawn prior to such termination, and (iii) the Company enters into a definitive agreement for, or completes, such an Acquisition Proposal within one year of termination. The Merger Agreement requires the Company to convene a special meeting of stockholders for purposes of obtaining approval of the adoption of the Merger Agreement and to prepare and file with the Securities and Exchange Commission (the “SEC”) a proxy statement with respect to such meeting. The Company filed its definitive proxy statement with the SEC on April 28, 2021 and the special meeting is scheduled to be held on June 1, 2021. A reimbursement of certain of Parent’s expenses, up to a maximum of $2,500 will also be payable if the Merger Agreement is terminated because the Company’s stockholders did not vote to adopt the Merger Agreement. Upon termination of the Merger Agreement under other specified circumstances, Parent will be required to pay the Company a termination fee of $32,700. The termination fee by Parent will become payable if Parent fails to consummate the Merger after the applicable closing conditions are met. The Merger Agreement also provides that either party may specifically enforce the other party’s obligations under the Merger Agreement, provided that the Company may only cause Parent to close the transaction if the applicable conditions are satisfied and the proceeds of the debt financing are available. In addition to the foregoing termination rights, and subject to certain limitations, the Company or Parent may terminate the Merger Agreement if the Merger is not consummated by August 26, 2021 (the “Outside Date”). The representations, warranties and covenants of the Company contained in the Merger Agreement have been made solely for the benefit of Parent and Merger Sub. In addition, such representations, warranties and covenants (i) have been made only for purposes of the Merger Agreement, (ii) have been qualified by (a) subject to certain terms and conditions, matters specifically disclosed in the Company’s filings with the SEC prior to the date of the Merger Agreement and (b) confidential disclosures made to Parent and Merger Sub in the disclosure letter delivered in connection with the Merger Agreement, (iii) are subject to materiality qualifications contained in the Merger Agreement which may differ from what may be viewed as material by investors, (iv) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement and (v) have been included in the Merger Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters as fact. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual information regarding the Company or its business. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. Impact of COVID-19 on our business On March 12, 2020, the World Health Organization declared COVID-19 to be a pandemic (“COVID-19”). In an effort to contain and mitigate the spread of COVID-19, many countries, including the United States, have imposed unprecedented restrictions on travel and business operations, and there have been business closures and a substantial reduction in economic activity in countries that have had significant outbreaks of COVID-19. Uncertainty exists concerning the magnitude of the impact and duration of the COVID-19 pandemic. We initially experienced some negative impacts primarily related to travel bans and restrictions, quarantines, shelter-in-place or stay-at-home orders, and business shutdowns. Specifically, the decrease in passenger traffic at our managed and operated venue locations directly contributed to a decline in new retail single-use access transactions and recurring monthly subscription sign-ups, a decline in revenues generated from wholesale Wi-Fi partners who pay usage-based fees, a decline in available advertising inventory, and a decline in revenue received from tenants at our managed and operated venue locations resulting from the cancellation of Wi-Fi and other services. As the pandemic continues, we have seen some improvements in passenger traffic at our managed and operated venue locations and remain hopeful that this trend will continue. Although we continue to close and launch new customer deals, we have also experienced an overall reduction in customer sales due to COVID-19. Certain states, including California, issued executive orders requiring all workers to remain at home, unless their work is critical, essential, or life-sustaining. While some restrictions have been lifted in certain states, many restrictions continue to remain in place and some restrictions that have previously been lifted have been reinstituted. We transitioned our corporate employees to a work from home model and our employees have continued to efficiently perform their functions throughout the pandemic. While we are unable to determine or predict the nature, duration or scope of the overall impact that the COVID-19 pandemic will have on our business, results of operations, liquidity or capital resources, we will continue to actively monitor the situation and may take further actions that alter our business operations as may be required by federal, state, or local authorities or that we determine are in the best interests of our employees, customers, and stockholders. |
Summary of significant accounti
Summary of significant accounting policies | 3 Months Ended |
Mar. 31, 2021 | |
Summary of significant accounting policies | |
Summary of significant accounting policies | 2. Summary of significant accounting policies Basis of presentation The accompanying interim condensed consolidated financial statements and related notes for the three months ended March 31, 2021 and 2020 are unaudited. The unaudited interim condensed consolidated financial information has been prepared in accordance with the rules and regulations of the SEC for interim financial information. Accordingly, they do not include all information and footnotes required by generally accepted accounting principles (“GAAP”) in the United States of America (“U.S.”) for complete financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and the accompanying notes for the year ended December 31, 2020 contained in our annual report on Form 10-K filed with the SEC on March 1, 2021, as amended through the Form 10-K/A filed with the SEC on April 28, 2021. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and in the opinion of management, reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of our results of operations for the three months ended March 31, 2021 and 2020, our cash flows for the three months ended March 31, 2021 and 2020, and our financial position as of March 31, 2021. The year-end balance sheet data was derived from audited consolidated financial statements but does not include all disclosures required by GAAP. Interim results are not necessarily indicative of the results to be expected for an entire year or any other future year or interim period. In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity’s Own Equity (Subtopic 815-40) Adoption of ASU 2020-06 required us to record a cumulative effect adjustment, net of tax, to accumulated deficit of $6,566 on January 1, 2021. In addition, the adoption of the standard resulted in the following changes to the consolidated balance sheet as of January 1, 2021: January 1, 2021 Adjustment for January 1, 2021 (Unadjusted) Adoption (Adjusted) Property and equipment, net $ 406,328 $ (6,076) $ 400,252 Long-term debt $ 171,695 $ 27,279 $ 198,974 Additional paid-in capital $ 241,868 $ (39,921) $ 201,947 The changes to the consolidated balance sheet as of January 1, 2021 were primarily due to the following factors: (i) reclassification of the equity component of our Convertible Notes related to the cash conversion feature to a liability thereby eliminating the debt discount; (ii) reclassification of the debt issuance costs for the equity component of our Convertible Notes to a liability; (iii) adjustment of the amount of interest expense capitalized as part of our property and equipment; and (iv) reversal of $5,686 of income tax benefit related to the equity component of the Convertible Notes that was recorded as additional paid-in capital. On January 1, 2021, we also reversed $27,949 of gross deferred tax liabilities related to the equity component of our Convertible Notes. The adoption of ASU 2020-06 did not have any impact on our net deferred tax as of January 1, 2021 due to the valuation allowance. Effective January 1, 2021, we calculate the dilutive effect of the Convertible Notes on our diluted EPS using the if-converted method. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other —Internal Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract In June 2016, the FASB issued ASU 2016-13, Financial Instruments —Credit Losses (Topic 326) Principles of consolidation The unaudited condensed consolidated financial statements include our accounts and the accounts of our majority owned subsidiaries. We consolidate our 70% ownership of Chicago Concourse Development Group, LLC and our 75% ownership of Boingo Holding Participacoes Ltda. in accordance with ASC 810, Consolidation Marketable securities Our marketable securities consist of available-for-sale securities with original maturities exceeding three months. According to ASC 320, Investments—Debt and Equity Securities Marketable securities are reported at fair value with the related unrealized gains and losses reported as other comprehensive income (loss) until realized or until a determination is made that an other-than-temporary decline in market value has occurred. No significant unrealized gains and losses have been reported during the periods presented. Factors considered by us in assessing whether an other-than-temporary impairment has occurred include the nature of the investment, whether the decline in fair value is attributable to specific adverse conditions affecting the investment, the financial condition of the investee, the severity and the duration of the impairment and whether we have the ability to hold the investment to maturity. When it is determined that an other-than-temporary impairment has occurred, the investment is written down to its market value at the end of the period in which it is determined that an other-than-temporary decline has occurred. The cost of marketable securities sold is based upon the specific identification method. Any realized gains or losses on the sale of investments are reflected as a component of interest income and other expense, net. For the three months ended March 31, 2021, we had no material realized gains or losses from investments in marketable securities classified as available-for-sale. As of December 31, 2020, we had $1 of cumulative unrealized gain, net of tax, which was $0 as of December 31, 2020 due to the full valuation allowance established against our deferred tax assets, in accumulated other comprehensive loss. Segment and geographic information In October 2020, we completed our restructuring activities, which were initiated in December 2019. Prior to the completion of the restructuring activities, we operated as one reportable segment—a service provider of wireless connectivity solutions across our managed and operated network and aggregated network for mobile devices such as laptops, smartphones, tablets and other wireless-enabled consumer devices. This single segment is consistent with the internal organizational structure and the manner in which operations are reviewed and managed by our Chief Executive Officer, the chief operating decision maker. We currently have five reportable and operating segments: (i) carrier services for the provision of wireless and cellular services to our wireless customers (“Carrier Services”); (ii) military for the provision of wireless services on military bases (“Military”); (iii) private networks and emerging technologies for the provision of licensed, unlicensed, and shared spectrum services for our venue partners and non-telecom customers (“Private Networks and Emerging Technologies”); (iv) multifamily for the provision of wireless services for our multifamily property owners (“Multifamily”); and (v) legacy for the provision of our other services such as retail, advertising, and wholesale Wi-Fi services to enterprise customers (“Legacy”). Prior period segment results have been recast to conform to the current presentation. We evaluate reportable and operating segment performance primarily based on revenues and income (loss) from operations, which is our segment operating performance measure. The income (loss) from operations of each reportable and operating segment include only those costs which are specifically related to each reportable and operating segment, which consist primarily of cost of sales, sales and marketing, depreciation, and the direct costs of employees within those reportable and operating segments. We do not allocate corporate overhead costs or non-operating income and expenses to reportable and operating segments, which include unallocable overhead costs associated with our corporate offices, certain executive compensation including stock compensation, costs related to our accounting, finance, legal, engineering, marketing, and human resources departments, among others. Segment information under the new five reportable segment basis, with a reconciliation to the unaudited condensed consolidated statements of operations, is summarized as follows: Three Months Ended March 31, 2021 2020 Revenue: Carrier services $ 26,883 $ 26,848 Military 20,645 18,002 Multifamily 5,304 5,224 Legacy 6,204 9,302 Private networks and emerging technologies 893 510 Total revenue $ 59,929 $ 59,886 Three Months Ended March 31, 2021 2020 Income (loss) from operations: Carrier services $ 2,621 $ 5,866 Military 7,265 4,800 Multifamily (1,680) (1,930) Legacy (307) 603 Private networks and emerging technologies 71 441 Unallocated overhead costs (13,828) (12,365) Total loss from operations (5,858) (2,585) Interest expense and amortization of debt discount (657) (2,349) Interest income and other expense, net (2) 254 Loss before income taxes $ (6,517) $ (4,680) Assets allocated to each reportable and operating segment include property and equipment, net, goodwill, and intangible assets, net that are specifically identifiable for one of our reportable and operating segments. Our reportable and operating segments also present reporting units for goodwill impairment testing purposes. Unallocated assets are those assets not directly related to a specific reportable and operating segment. There have been no material changes to our assets allocated to each reportable and operating segment from the amount disclosed as of December 31, 2020 as contained in our annual report on Form 10-K filed with the SEC on March 1, 2021, as amended through the Form 10-K/A filed with the SEC on April 28, 2021. All significant long-lived tangible assets are held in the United States of America. We do not disclose sales by geographic area because it would be impracticable to do so. Revenue recognition We generate revenue from several sources including: (i) telecom operators under long-term contracts for access to our DAS, macro tower, small cell, and Wi-Fi networks at our managed and operated locations, (ii) military and retail customers under subscription plans for month-to-month network access that automatically renew, and military and retail single-use access from sales of hourly, daily or other single-use access plans, (iii) arrangements with property owners for multifamily properties that provide for network installation and monthly Wi-Fi services and support for residents and employees or network-as-a-service (“NaaS”), (iv) arrangements with wholesale Wi-Fi customers that provide software licensing, network access, and/or professional services fees, and (v) display advertisements and sponsorships on our walled garden sign-in pages. Software licensed by our wholesale platform services customers can only be used during the term of the service arrangements and has no utility to them upon termination of the service arrangement. Revenues are recognized when a contract with a customer exists and control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services and the identified performance obligation has been satisfied. Contracts entered into at or near the same time with the same customer are combined and accounted for as a single contract if the contracts have a single commercial objective, the amount of consideration is dependent on the price or performance of the other contract, or the services promised in the contracts are a single performance obligation. Contract amendments are routine in the performance of our DAS, tower, small cell, wholesale Wi-Fi, and advertising contracts. Contracts are often amended to account for changes in contract specifications or requirements or expand network access services. In most instances, our DAS, tower, small cell, and wholesale Wi-Fi contract amendments are for additional goods or services that are distinct, and the contract price increases by an amount that reflects the standalone selling price of the additional goods or services; therefore, such contract amendments are accounted for as separate contracts. Contract amendments for our advertising contracts are also generally for additional goods or services that are distinct; however, the contract price does not increase by an amount that reflects the standalone selling price of the additional goods or services. Advertising contract amendments are therefore generally accounted for as contract modifications under the prospective method. Contract amendments to transaction prices with no change in remaining services are accounted for as contract modifications under the cumulative catch-up method. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASC 606, Revenue from Contracts with Customers 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 require 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, tower, small cell, 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 Legacy wholesale Wi-Fi contracts in our condensed consolidated balance sheet as either a contract asset or a contract liability with any unconditional rights to consideration presented separately as a receivable. Our other customer contracts generally do not have any significant contract asset or contract liability balances. Generally, a significant portion of the billing for our DAS contracts occurs prior to revenue recognition, resulting in our DAS contracts being presented as contract liabilities. In contrast, our Legacy wholesale Wi-Fi contracts and Multifamily network-as-a-service (“NaaS”) contracts that contain recurring fees with annual escalations are generally presented as contract assets as revenue is recognized prior to invoicing. Our Multifamily network construction, service and support contracts can be presented as either contract liabilities or contract assets primarily as a result of timing of invoicing for the network installations. We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. We have determined that certain sales incentive programs meet the requirements to be capitalized. Total capitalized costs to obtain a contract were immaterial during the three months ended March 31, 2021 and are included in prepaid expenses and other current assets and non-current other assets on our condensed consolidated balance sheets. We apply a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. Contract costs are evaluated for impairment in accordance with ASC 310, Receivables Carrier services DAS, towers, and small cells We enter into long-term contracts with telecom operators for access to our DAS, tower, and small cell networks at our managed and operated locations. The initial term of our DAS, tower, and small cell contracts with telecom operators can range up to 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, tower, and small cell customer contracts generally contain a single performance obligation — installation, optimization/engineering, maintenance services and agreed-upon storage space for the telecom operators’ transmission equipment, each related to providing such licensed wireless spectrum to the telecom operators. The performance obligation is considered a series of distinct services as the performance obligation is satisfied over time and the same time-based input method would be used to measure our progress toward complete satisfaction of the performance obligation to transfer each distinct service in the series to the customer. Our contract fee structure generally includes a non-refundable upfront fee and we evaluated whether customer options to renew services give rise to a material right that should be accounted for as a separate performance obligation because of those non-refundable upfront fees. We apply significant judgment in determining whether the customer options to renew services give rise to a material right that should be accounted for as a separate performance obligation. We believe that a material right generally does not exist for our DAS, tower, and small cell customer contracts that contain renewal options because the telecom operators’ decision to renew is highly dependent upon our ability to maintain our exclusivity as the DAS, tower, and small cell service provider at the venue location and our limited operating history with venue and customer renewals. The telecom operators will make the decision to incur the capital improvement costs at the venue location irrespective of our remaining exclusivity period with the venue as the telecom operators expect that the assets will continue to be serviced regardless of whether we will remain such exclusive DAS, tower, and small cell service provider. Our contracts also provide our DAS, tower, and small cell customers with the option to purchase additional future services such as upgrades or enhancements. This option is not considered to provide the customer with a material right that should be accounted for as a separate performance obligation since the cost of the additional future services depends entirely on the market rate of such services at the time such services are requested and we are not automatically obligated to stand ready to deliver these additional goods or services as the customer may reject our proposal. Periodically, we install and sell DAS, tower, and small cell networks to customers where we do not have service contracts or remaining obligations beyond the installation of those networks and we recognize build-out fees for such projects as revenue when the installation work is completed, and the network has been accepted by the customer or using a cost-to-cost method over the network installation period depending on when control is transferred to the customer. Our contract fee structure may include varying components of an upfront build-out fee and recurring access, maintenance, and other fees. The upfront build-out fee is generally structured as a firm-fixed price or cost-plus arrangement and becomes payable as certain contract and/or construction milestones are achieved. Our DAS, tower, and small cell networks are generally neutral-host networks that can accommodate multiple telecom operators. Some of our DAS customer contracts provide for credits that may be issued to existing telecom operators for additional telecom operators subsequently joining the DAS network. The credits are generally based upon a fixed dollar amount per additional telecom operator, a fixed percentage amount of the original build-out fee paid by the telecom operator per additional telecom operator, or a proportionate share based upon the split among the relevant number of telecom operators for the actual costs incurred by all telecom operators to construct the DAS network. In most cases, there is significant uncertainty on whether additional telecom operator contracts will be executed at inception of the contract with the existing telecom operator. We believe that the upfront build-out fee is fixed consideration once the build-out is complete and any subsequent credits that may be issued would be accounted for in a manner similar to a contract modification under the prospective method because (i) the execution of customer contracts with additional telecom carriers is at our sole election and (ii) we would not execute agreements with additional telecom carriers if it would not increase our revenues and gross profits at the venue level. Further, the credits issued to the existing telecom operator changes the transaction price on a go-forward basis, which corresponds with the decline in service levels for the existing telecom operator once the neutral-host DAS network can be accessed by the additional telecom operator. The recurring access, maintenance, and other fees generally escalate on an annual basis. The recurring fees are variable consideration until the contract term and annual escalation dates are fixed. We estimate the variable consideration for our recurring fees using the most likely amount method based on the expected commencement date for the services. We evaluate our estimates of variable consideration each period and record a cumulative catch-up adjustment in the period in which changes occur for the amount allocated to satisfied performance obligations. We generally recognize revenue related to our single performance obligation for our DAS, tower, and small cell customer contracts monthly over the contract term once the customer may access the DAS, tower, and small cell network and we commence maintenance on the DAS, tower, and small cell network. Wi-Fi offload We enter into contracts with telecom operators to move traffic from their licensed cellular networks onto our Wi-Fi networks at our managed and operated locations. Our offload contracts generally contain a single performance obligation — that are accounted for as fixed consideration. We generally recognize revenue related to our single performance obligation for our offload customer contract monthly over the contract term once services have launched. Military Retail Military retail customers must review and agree to abide by our standard “Customer Agreement (With Acceptable Use Policy) and End User License Agreement” before they are able to sign up for our subscription or single-use Wi-Fi network access services. Our Military retail customer contracts generally contain a single performance obligation — The contract transaction price is determined based on the subscription or single-use plan selected by the customer. Our Military retail service plans are for fixed price services as described on our website. From time to time, we offer promotional discounts that result in an immediate reduction in the price paid by the customer. Subscription fees from Military retail customers are paid monthly in advance. We provide refunds for our Military retail services on a case-by-case basis. Refunds and credit card chargeback amounts are not significant and are recorded as contra-revenue in the period the refunds are made, or chargebacks are received. Subscription fee revenue is recognized ratably over the subscription period. Revenue generated from Military retail single-use access is recognized when access is provided, and the performance obligation is satisfied. Bulk services We enter into short-term and long-term contracts with the U.S. government to provide network installation services and Wi-Fi services at specified locations on military bases on a bulk basis. The U.S. government may modify, curtail or terminate its contracts with us, either at its convenience or for default based on performance. Our Military bulk services customer contracts generally contain a single performance obligation — Our contract fee structure may include varying components of an upfront build-out fee and recurring access fees. The upfront build-out fee is generally structured as a firm-fixed price arrangement and becomes payable as certain contract and/or construction milestones are achieved. The recurring fees may include escalations and are variable consideration until the contract term becomes fixed. We generally recognize revenue related to our single performance obligation for our Military bulk services customer contract monthly on a straight-line basis, where applicable, over the contract term once the customer has accepted the network installation services, where applicable, and services have launched. Private networks and emerging technologies Our customer contracts for private networks and emerging technologies generally contain two performance obligations: (i) install the network required to provide licensed, unlicensed, and shared spectrum services; and (ii) provide management services for those installed networks. Our contracts may also provide our customers with the option to renew the agreement. We do not consider this option to provide the customer with a material right that should be accounted for as a separate performance obligation because the customer would not receive a discount if it decided to renew and the option to renew is generally cancellable by either party subject to the notice of non-renewal requirements specified in the contract. Our contract fee structure generally includes a network installation fee and recurring service fees. The network installation fee is generally structured as a firm-fixed price arrangement and becomes payable as certain contract and/or installation milestones are achieved. Title to the equipment is generally owned by the customer once it is delivered and/or installed. We generally recognize revenue related to our network installation performance obligation using a cost-to-cost method over the network installation period. The recurring fees commence once the network is launched with recurring fees generally based upon a fixed fee that may include annual escalations. We recognize revenue related to the recurring fees on a monthly basis over the contract term as the services are rendered and the performance obligation is satisfied. Multifamily We enter into long-term contracts with property owners for the installation of developer-owned or Boingo-owned Wi-Fi networks and the provisions of recurring Wi-Fi services and technical support once the Wi-Fi networks are constructed. The initial term of our contracts with property owners can range up to ten years and the contracts may contain renewal options. Some of our contracts provide termination for convenience clauses that may or may not include substantive termination penalties. We apply judgment in determining the contract term, which is the period during which we have present and enforceable rights and obligations. Developer-owned networks Our customer contracts for developer-owned Wi-Fi networks that we construct and provide service and support for generally contain two performance obligations: (i) install the network required to provide Wi-Fi services; and (ii) provide Wi-Fi services and technical support to the residents and employees. Our contracts may also provide our property owners with the option to renew the agreement. We do not consider this option to provide the property owner with a material right that should be accounted for as a separate performance obligation because the property owner would not receive a discount if it decided to renew and the option to renew is generally cancellable by either party subject to the notice of non-renewal requirements specified in the contract. Our contracts may also provide our customers with the option to purchase additional future services. We do not consider this option to provide the customer with a material right that should be accounted for as a separate performance obligation since the cost of the additional future services are generally at market rates for such services and we are not automatically obligated to stand ready to deliver these additional goods or services because the customer may reject our proposal. Our contract fee structure generally includes a network installation fee and recurring Wi-Fi service and support fees. The network installation fee is generally structured as a firm-fixed price arrangement and becomes payable as certain contract and/or installation milestones are achieved. We generally estimate variable consideration for unpriced change orders using the most likely amount method based on the expected price for those services. If network installations are not completed by specified dates, we may be subject to network installation penalties. We estimate the variable consideration for our network installation fees using the most likely amount method based on the amount of network installation penalties we expect to incur. Title to the network generally transfers to the property owner once installation is completed and the network has been accepted. We generally recognize revenue related to our network installation performance obligation using a cost-to-cost method over the network installation period. We may provide latent defect warranties for materials and installation labor services related to our network installation services. Our warranty obligations are generally not accounted for as separate performance obligations as warranties cannot be sep |
Cash and cash equivalents and m
Cash and cash equivalents and marketable securities | 3 Months Ended |
Mar. 31, 2021 | |
Cash and cash equivalents and marketable securities | |
Cash and cash equivalents and marketable securities | 3. Cash and cash equivalents and marketable securities Cash and cash equivalents and marketable securities consisted of the following: March 31, December 31, 2021 2020 Cash and cash equivalents: Cash $ 7,809 $ 15,286 Money market funds 28,463 20,825 Total cash and cash equivalents $ 36,272 $ 36,111 Short-term marketable securities-available-for-sale: Marketable securities $ — $ 4,565 Total short-term marketable securities $ — $ 4,565 For the three months ended March 31, 2021 and 2020, interest income was $10 and $296, respectively, which is included in interest income and other expense, net in the accompanying condensed consolidated statements of operations. |
Assets and liabilities held for
Assets and liabilities held for sale | 3 Months Ended |
Mar. 31, 2021 | |
Assets and liabilities held for sale | |
Assets and liabilities held for sale | 4. Assets and liabilities held for sale The Company is exploring a potential divestiture of its Multifamily business to concentrate on its core business, independent of the Merger. As of March 31, 2021, the Company’s Multifamily segment met the criteria to be classified as held for sale. As the Multifamily segment met the criteria to be classified as held for sale, we are required to record their assets and liabilities at the lower of carrying value or fair value less any costs to sell and present the related assets and liabilities as separate line items in our condensed consolidated balance sheet. The following table presents information related to the major classes of assets and liabilities that were classified as held for sale in our condensed consolidated balance sheet: March 31, 2021 Accounts receivable, net $ 3,830 Prepaid expenses and other current assets 1,930 Property and equipment, net 2,728 Operating lease right-of-use assets, net 13 Other assets 245 Total assets held for sale $ 8,746 Accounts payable $ (1,085) Accrued expenses and other liabilities (1,274) Deferred revenue (1,990) Other liabilities (87) Total liabilities held for sale $ (4,436) We determined that the operations included in the table above did not meet the criteria to be classified as discontinued operations under the applicable guidance. No gain or loss was recorded from the classification as held for sale during the three months ended March 31, 2021. We expect to complete the sale within the next one-year period. |
Contract assets and contract li
Contract assets and contract liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Contract assets and contract liabilities | |
Contract assets and contract liabilities | 5. Contract assets and contract liabilities The opening and closing balances of our contract asset, net, contract liability, net balances from contracts with customers for the three months ended March 31, 2021 were as follows: Contract Contract Assets, Net Liabilities, Net Balance at December 31, 2020 $ 547 $ 224,754 Balance at March 31, 2021 (1) 473 236,465 Change $ (74) $ 11,711 (1) Excludes contract assets, net of $766 and contract liabilities, net of $1,990 classified as held for sale. The current and non-current portions of our contract assets, net are 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 condensed consolidated balance sheets, excluding amounts classified within assets and liabilities held for sale. Contract assets, net is generated from our Carrier Services and Legacy wholesale Wi-Fi contracts and the change in the contract assets, net balance includes activity related to amounts invoiced offset by revenue recognized from performance obligations satisfied in the current reporting period. Contract liabilities are recorded when fees are collected, or we have an unconditional right to consideration (a receivable) in advance of delivery of goods or services. The change in contract liabilities, net balance is related to customer activity associated with each of our product offerings including the receipt of cash payments and the satisfaction of our performance obligations. Revenues for the three months ended March 31, 2021 and 2020, respectively, include the following: Three Months Ended March 31, 2021 2020 Amounts included in the beginning of period contract liability balance $ 28,348 $ 24,970 Amounts associated with performance obligations satisfied in previous periods — 13 As of March 31, 2021, the aggregate amount of the transaction price allocated to remaining service performance obligations for our Carrier Services contracts was $224,687. We expect to recognize this revenue as service is provided over the remaining contract term. As of March 31, 2021, our Carrier Services contracts have a remaining duration of less than one year to approximately thirteen years. Certain of our Legacy wholesale Wi-Fi contracts include variable consideration based on usage. This variable consideration has been excluded from the disclosure of remaining performance obligations. As of March 31, 2021, the aggregate amount of the transaction price allocated to remaining service performance obligations for certain of our Legacy wholesale Wi-Fi contracts with guaranteed minimum consideration was $5,139. We expect to recognize this revenue as service is provided over the remaining contract term. As of March 31, 2021, our Legacy wholesale Wi-Fi contracts have a remaining duration of less than one year to approximately thirteen 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 monthly service contracts. |
Property and equipment
Property and equipment | 3 Months Ended |
Mar. 31, 2021 | |
Property and equipment | |
Property and equipment | 6. Property and equipment The following is a summary of property and equipment, at cost less accumulated depreciation and amortization: March 31, December 31, 2021 2020 Leasehold improvements $ 626,712 $ 596,242 Construction in progress 105,226 118,055 Software 65,948 65,532 Computer equipment 14,755 14,808 Furniture, fixtures and office equipment 2,040 2,506 Total property and equipment 814,681 797,143 Less: accumulated depreciation and amortization (409,998) (390,815) Total property and equipment, net $ 404,683 $ 406,328 Depreciation and amortization expense, which includes depreciation and amortization for property and equipment under finance leases, for the three months ended March 31, 2021 and 2020 amounted to $20,745 and $18,646, respectively. |
Accrued expenses and other liab
Accrued expenses and other liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Accrued expenses and other liabilities | |
Accrued expenses and other liabilities | 7. Accrued expenses and other liabilities Accrued expenses and other liabilities consisted of the following: March 31, December 31, 2021 2020 Customer liabilities $ 22,684 $ 21,964 Construction in progress 16,898 13,679 Revenue share 5,686 5,514 Taxes 3,844 4,455 Professional fees 2,664 871 Salaries and wages 2,912 3,684 Partner network 692 651 Other 6,521 5,166 Total accrued expenses and other liabilities $ 61,901 $ 55,984 |
Convertible Notes
Convertible Notes | 3 Months Ended |
Mar. 31, 2021 | |
Convertible Notes | |
Convertible Notes | 8. Convertible Notes In October 2018, the Company sold, through the initial purchasers, convertible senior notes (“Convertible Notes”) to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended, for gross proceeds of $201,250. The Convertible Notes are senior, unsecured obligations with interest payable semi-annually in cash at a rate of 1.00% per annum on April 1 st st 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. The Convertible Notes have an initial conversion rate of 23.6323 The Company may redeem all or any portion of the Convertible Notes, at its option, on or after October 5, 2021, at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, if the last reported sale price of the Company’s stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides written notice of redemption. Holders of Convertible Notes may require the Company to repurchase their Convertible Notes upon the occurrence of certain events that constitute a fundamental change under the indenture governing the Convertible Notes at a fundamental change repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the date of repurchase. In connection with certain corporate events or if the Company issues a notice of redemption prior to the maturity date, it will, under certain circumstances, increase the conversion rate for holders who elect to convert their Convertible Notes in connection with such corporate event or notice of redemption. In connection with the pricing of the Convertible Notes, the Company entered into privately negotiated capped call transactions with a financial institution. The capped call transactions initially cover, subject to customary anti-dilution adjustments, the number of shares of the Company’s common stock that initially underlie the Convertible Notes. The cap price of the capped call transactions is initially $65.10 per share of the Company’s common stock, and is subject to certain adjustments under the terms of the capped call transactions. The capped call transactions are expected generally to reduce potential dilution to the Company’s common stock upon conversion of the Convertible Notes and/or offset the potential cash payments that the Company could be required to make in excess of the principal amount of any converted Convertible Notes upon conversion thereof, with such reduction and/or offset subject to a cap based on the cap price. The following table summarizes the Convertible Notes: March 31, 2021 Par value of the Convertible Notes $ 201,250 Unamortized debt issuance costs (3,135) Net carrying value of Convertible Notes $ 198,115 The fair value of our Convertible Notes was $198,483 as of March 31, 2021. The estimated fair value of Convertible Notes is based on market rates and the closing trading price of the Convertible Notes as of March 15, 2021 and is classified as Level 2 in the fair value hierarchy. There were no trades between March 16, 2021 and March 31, 2021. As of March 31, 2021, the if-converted value of the Convertible Notes did not exceed the principal amount. Debt issuance costs are amortized on an effective interest basis over the term of the Convertible Notes. Debt issuance cost amortization expense, net of amounts capitalized, is included in interest expense and amortization of debt discount in the accompanying condensed consolidated statements of operations for the three months ended March 31, 2021. The following table sets forth interest expense related to the Convertible Notes for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020(2) Contractual interest expense $ 503 $ 503 Amortization of debt issuance costs 307 220 Amortization of debt discount — 2,156 Total $ 810 $ 2,879 Effective interest rate of the liability component 1.6 % 7.1 % (2) As noted above, prior period amounts have not been adjusted upon adoption of ASU 2020-06 under the modified retrospective method. During the three months ended March 31, 2021 and 2020, we capitalized $433 and $650, respectively, of amortization and interest expense related to the Convertible Notes. Amortization expense for our debt issuance costs through 2023 are as follows: Debt Issuance Costs April 1, 2021―December 31, 2021 $ 927 January 1, 2022―December 31, 2022 1,254 January 1, 2023―December 31, 2023 954 $ 3,135 |
Credit Facility
Credit Facility | 3 Months Ended |
Mar. 31, 2021 | |
Credit Facility. | |
Credit Facility | 9. Credit Facility In February 2019, we entered into a Credit Agreement (the “Credit Agreement”) and related agreements with Bank of America, N.A. acting as agent for lenders named therein, including Bank of America, N.A., Silicon Valley Bank, Bank of the West, Zions Bancorporation, N.A. dba California Bank & Trust, and Barclays Bank PLC (the “Lenders”), for a secured credit facility in the form of a revolving line of credit of up to $150,000 (the “Revolving Line of Credit”) and a term loan of $3,500 (the “Term Loan” and together with the Revolving Line of Credit, the “Credit Facility”). We may use borrowings under the Credit Facility for general working capital and corporate purposes. In general, amounts borrowed under the Credit Facility are secured by a lien against all assets, with certain exclusions. As of March 31, 2021 and December 31, 2020, we had no amounts outstanding under the Revolving Line of Credit. As of March 31, 2021 and December 31, 2020, we had $1,749 and $1,944, respectively, outstanding under the Term Loan. Amounts borrowed under the Revolving Line of Credit and Term Loan will bear variable interest at the greater of LIBOR plus 1.75% - 2.75% or Lender’s Prime Rate plus 0.75% - 1.75% per year and we will pay a fee of 0.25% - 0.5% per year on any unused portion of the Revolving Line of Credit. The Term Loan requires quarterly payments of interest and principal until it is repaid in full on the maturity date but may be prepaid in whole or part at any time. Our Credit Facility will mature on April 3, 2023. Repayment of amounts borrowed under the Credit Facility may be accelerated in the event that we are in violation of the representations, warranties and covenants made in the Credit Agreement, including certain financial covenants set forth therein, and under other specified default events including, but not limited to, non-payment or inability to pay debt, breach of cross default provisions, insolvency provisions, and change of control. The Company is subject to customary financial and non-financial covenants under the Credit Facility, including a minimum quarterly consolidated senior secured leverage ratio, a minimum quarterly consolidated total leverage ratio, a maximum quarterly consolidated fixed charge coverage ratio, and cash on hand minimums. We complied with all such financial covenants through March 31, 2021. Principal payments due under our Term Loan through 2023 are as follows: Principal Payments April 1, 2021―December 31, 2021 $ 583 January 1, 2022―December 31, 2022 778 January 1, 2023―December 31, 2023 388 $ 1,749 Debt issuance costs are amortized on a straight-line basis over the term of the Credit Facility. Amortization expense related to debt issuance costs, net of amounts capitalized, are included in interest expense and amortization of debt discount in the accompanying condensed consolidated statements of operations for the three months ended March 31, 2021. Amortization and interest expense capitalized during the three months ended March 31, 2021 and 2020 amounted to $0 and $131, respectively. Amortization and interest expense expensed during each of the three months ended March 31, 2021 and 2020 amounted to $114, respectively. The interest rate for the Credit Facility for the three months ended March 31, 2021 was 2.0%. Amortization expense for our debt issuance costs through 2023 are as follows: Amortization Expense April 1, 2021―December 31, 2021 $ 343 January 1, 2022―December 31, 2022 457 January 1, 2023―December 31, 2023 120 $ 920 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases | |
Leases | 10. Leases We have operating and finance leases for corporate offices, datacenters, data communication equipment and database software. Our operating leases have remaining lease terms of less than one year to seven years and our finance leases have remaining lease terms of less than one year. Some of our operating leases may include one or more options to renew and can extend the lease term from one year to ten years. The exercise of operating lease renewal options is at our sole discretion. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Some of our operating lease agreements include options to terminate the leases upon written notice and may include early termination penalties. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. As of March 31, 2021, assets recorded under finance leases were $12,265 and accumulated depreciation and amortization associated with finance leases was $7,992. As of December 31, 2020, assets recorded under finance leases were $12,265 and accumulated depreciation and amortization associated with finance leases was $7,533. The components of lease expense were as follows: Three Months Ended March 31, 2021 2020 Operating lease expense $ 789 $ 859 Finance lease expense: Depreciation and amortization of assets included in property and equipment, net $ 459 $ 538 Interest on lease liabilities 3 — Total finance lease expense $ 462 $ 538 Interest on lease liabilities capitalized during the three months ended March 31, 2021 and 2020, which is excluded from the above table, amounted to $0 and $24, respectively. Supplemental cash flow information related to leases was as follows: Three Months Ended March 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (943) $ (1,056) Operating cash flows from finance leases (1) (24) Financing cash flows from finance leases (441) (818) Right-of-use assets obtained in exchange for lease obligations: Operating leases — — Other information related to leases was as follows: March 31, 2021 Weighted average remaining lease term: Operating leases 5.0 years Financing leases 0.1 years Weighted average discount rate: Operating leases 5.3 % Finance leases 3.2 % Future minimum lease payments under non-cancellable leases as of March 31, 2021 were as follows: Operating Finance Leases Leases April 1, 2021―December 31, 2021 $ 2,454 $ 132 January 1, 2022―December 31, 2022 3,692 — January 1, 2023―December 31, 2023 3,645 — January 1, 2024―December 31, 2024 3,655 — January 1, 2025―December 31, 2025 3,707 — January 1, 2026―December 31, 2026 1,343 — Thereafter 185 — Total future minimum lease payments 18,681 132 Less: Imputed interest (2,283) — Total 16,398 132 Current portion of operating and finance leases 2,649 132 Long-term portion of operating and finance leases $ 13,749 $ — |
Fair value measurement
Fair value measurement | 3 Months Ended |
Mar. 31, 2021 | |
Fair value measurement | |
Fair value measurement | 11. Fair value measurement The following table sets forth our financial assets and liabilities that are measured at fair value on a recurring basis: At March 31, 2021 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 28,463 $ — $ — $ 28,463 Total assets $ 28,463 $ — $ — $ 28,463 At December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 20,825 $ — $ — $ 20,825 Marketable securities — 4,565 — 4,565 Total assets $ 20,825 $ 4,565 $ — $ 25,390 Our marketable securities utilize Level 1 and Level 2 inputs and consist primarily of corporate debt securities, which primarily include commercial paper and debt instruments including notes issued by foreign or domestic industrial and financial corporations and governments which pay in U.S. dollars and carry a rating of A or better. We have evaluated the various types of securities in our investment portfolio to determine an appropriate fair value hierarchy level based upon trading activity and the observability of market inputs. Due to variations in trading volumes and the lack of quoted market prices in active markets, our fixed maturity securities are classified as Level 2 securities. Our marketable securities are valued at amortized cost, which approximates fair value. The fair value of our fixed maturity marketable securities is derived through the use of a third-party pricing source using recent reported trades for identical or similar securities, making adjustments based upon available market observable data. |
Income taxes
Income taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income taxes | |
Income taxes | 12. Income taxes Income tax expense of $119 and $45 reflects an effective tax rate of 1.8% and 1.0% for the three months ended March 31, 2021 and 2020, respectively. Our effective tax rate differs from the statutory rate primarily due to our valuation allowance and minimum state taxes for the three months ended March 31, 2021 and 2020. We operate within federal, state and international taxing jurisdictions and are subject to audit in these jurisdictions. These audits can involve complex issues which may require an extended period to resolve. We are subject to taxation in the United States and in various states. Our tax years 2017 and forward are subject to examination by the IRS and our tax years 2016 and forward are subject to examination by material state jurisdictions. However, due to prior year loss carryovers, the IRS and state tax authorities may examine any tax years for which the carryovers are used to offset future taxable income. |
Commitments and contingencies
Commitments and contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and contingencies | |
Commitments and contingencies | 13. Commitments and contingencies Letters of credit We have entered into Letter of Credit Authorization agreements (collectively, “Letters of Credit”), which are issued under our Credit Agreement. The Letters of Credit are irrevocable and serve as performance guarantees that will allow our customers to draw upon the available funds if we are in default. As of March 31, 2021, we have Letters of Credit totaling $12,895 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 March 31, 2021. Legal proceedings regarding the Merger On April 12, 2021, April 16, 2021, April 21, 2021, and April 22, 2021, April 29, 2021, and April 30, 2021, lawsuits were filed alleging that the Preliminary Proxy Statement filed on April 9, 2021 and/or the Proxy Statement filed on April 28, 2021, relating to the Merger omitted material information that rendered them false or misleading. The lawsuits, each filed by a purported stockholder of Boingo in an individual capacity and/or on behalf of all others similarly situated, are captioned Stein v. Boingo Wireless, Inc., et al., Ladin v. Boingo Wireless, Inc., et al. Redfield v. Boingo Wireless, Inc., et al. Felts v. Boingo Wireless, Inc., et al. Normand v. Boingo Wireless, Inc., et al. Patrick v. Boingo Wireless, Inc., et al. completion of the merger, rescission of the merger in the event it is consummated, and damages. Boingo has not yet responded to the complaints filed in the lawsuits. While Boingo believes that the lawsuits are meritless, there can be no assurance that it will ultimately prevail in the lawsuits. Additionally, similar lawsuits may be, or have been, filed before the stockholder meeting. Other 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 other litigation that we believe could have a material adverse effect on our business, financial position, results of operations or cash flows. Legal costs are expensed as incurred. Other matters We have received a claim from one of our venue partners with respect to contractual terms on our revenue share payments. The claim asserts that we have underpaid revenue share payments and related interest by approximately $4,600. We are currently in settlement discussions with our venue partner. As of March 31, 2021, we have accrued for the probable and estimable losses that have been incurred, which have been recorded as general and administrative expenses in the condensed 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 incentive plans
Stock incentive plans | 3 Months Ended |
Mar. 31, 2021 | |
Stock incentive plans | |
Stock incentive plans | 14. Stock incentive plans In March 2011, our board of directors approved the 2011 Equity Incentive Plan (“2011 Plan”). The 2011 Plan provides for the grant of incentive and non-statutory stock options, stock appreciation rights, restricted shares of our common stock, stock units, and performance cash awards. As of March 31, 2021, options to purchase approximately 96,000 shares of common stock and RSUs covering approximately 1,673,000 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 (“2001 Plan”), and it will be terminated. Options outstanding under the 2001 Plan will continue to be governed by their existing terms. As of March 31, 2021, no options to purchase shares of common stock were outstanding under the 2001 Plan. Stock-based compensation expense for the three months ended March 31, 2021 and 2020 amounted to $2,277 and $1,537, respectively. During the three months ended March 31, 2020, the Company recorded certain out-of-period adjustments that decreased stock-based compensation expense and net loss attributable to common stockholders by $481. The impact of these out-of-period adjustments is not considered material, individually, and in the aggregate, to any of the current or prior periods. During the three months ended March 31, 2021 and 2020, we capitalized $140 and $149, respectively, of stock-based compensation expense. Stock option awards We previously granted stock option awards to both employees and non-employee directors. A summary of the activity for stock option activity if as follows: Weighted Weighted-Average Number of Average Remaining Aggregate Options Exercise Contract Intrinsic (000’s) Price Life (years) Value Outstanding at December 31, 2020 109 $ 7.75 1.8 $ 559 Exercised (13) $ 9.64 Canceled/forfeited — $ — Outstanding and exercisable at March 31, 2021 96 $ 7.48 1.7 $ 630 Restricted stock unit awards We grant service based RSUs to executive and non-executive personnel and non-employee directors. The service based RSUs granted to executive and non-executive personnel generally vest over a three-year period subject to continuous service on each vesting date. The service based RSUs for our non-employee directors generally vest over a one-year period for existing members and 33.3% per year over a three-year period for new members subject to continuous service on each vesting date. We grant performance based RSUs to executive personnel. These awards vest subject to certain performance objectives based on the Company’s revenue, segment revenue, Adjusted EBITDA, and/or relative total stockholder return performance goals achieved during the specified performance period and certain long-term service conditions. The maximum number of RSUs that may vest is determined based on actual Company achievement and performance based RSUs generally vest over a three-year period subject to continuous service on each vesting date and achievement of the performance conditions. We recognize stock-based compensation expense for performance-based RSUs when performance targets are defined and the grant date is established and we believe that it is probable that the performance objectives will be met. A summary of the RSU activity is as follows: Weighted Average Number of Shares Grant-Date Fair (000’s) Value Non-vested at December 31, 2020 951 $ 14.30 Granted(3) 893 $ 11.55 Vested (134) $ 15.86 Canceled/forfeited(3) (37) $ 12.18 Non-vested at March 31, 2021 1,673 $ 12.75 (3) The performance based RSUs granted to our executive officers in 2019, 2020 and 2021 were subject to the satisfaction of specified service based and performance based conditions over a three-year performance period. Achievement of the revenue and Adjusted EBITDA goals for the performance based RSUs is based upon the budgets established for each of the years in the three-year performance period. In March 2021, our Compensation Committee determined actual achievement of the 2020 revenue and EBITDA goals for the 2019 and 2020 performance-based RSUs at 58.4% and 97.4% , respectively, resulting in the cancellation of RSUs in 2021 for the achievement below target. As the Company approves budgets on an annual basis, the performance targets for the performance based RSUs related to the revenue and Adjusted EBITDA goals for two years out of the three-year performance period were not considered defined as of the date these awards were awarded by the Compensation Committee. The grant date requirements of ASC 718, Compensation-Stock Compensation , are therefore not met until such approval is obtained. During the three months ended March 31, 2021, the Company’s Compensation Committee approved the 2021 revenue and Adjusted EBITDA performance targets for the 2019 and 2020 performance based RSUs resulting in additional RSUs granted of approximately 107,000 at a grant-date fair value of $11.54 per share. As of March 31, 2021, 75,000 2020 performance based RSUs and 177,000 2021 performance based RSUs have been excluded from RSU shares granted and non-vested as the performance targets have not yet been defined. During the three months ended March 31, 2021, approximately 134,000 shares of RSUs vested. The Company issued approximately 92,000 shares and the remaining shares were withheld to pay minimum statutory federal, state, and local employment payroll taxes on those vested awards. At March 31, 2021, the total remaining stock-based compensation expense for unvested RSU awards is $17,639, which is expected to be recognized over a weighted average period of 2.2 years. |
Net loss per share attributable
Net loss per share attributable to common stockholders | 3 Months Ended |
Mar. 31, 2021 | |
Net loss per share attributable to common stockholders | |
Net loss per share attributable to common stockholders | 15. Net loss per share attributable to common stockholders The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders: Three Months Ended March 31, 2021 2020 (in thousands) Numerator: Net loss diluted $ (6,444) $ (4,633) Denominator: Weighted average common stock, basic and diluted 44,690 44,272 Net loss per share attributable to common stockholders: Basic and diluted $ (0.14) $ (0.10) For the three months ended March 31, 2021 and 2020, we excluded all assumed exercises of stock options and the assumed issuance of common stock under RSUs from the computation of diluted net loss per share as the effect would be anti-dilutive due to the net loss for the periods. Prior to the adoption of ASU 2020-06, diluted EPS for our Convertible Notes was calculated under the treasury method in accordance with ASC 260, Earnings Per Share, |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Summary of significant accounting policies | |
Basis of presentation | Basis of presentation The accompanying interim condensed consolidated financial statements and related notes for the three months ended March 31, 2021 and 2020 are unaudited. The unaudited interim condensed consolidated financial information has been prepared in accordance with the rules and regulations of the SEC for interim financial information. Accordingly, they do not include all information and footnotes required by generally accepted accounting principles (“GAAP”) in the United States of America (“U.S.”) for complete financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and the accompanying notes for the year ended December 31, 2020 contained in our annual report on Form 10-K filed with the SEC on March 1, 2021, as amended through the Form 10-K/A filed with the SEC on April 28, 2021. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and in the opinion of management, reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of our results of operations for the three months ended March 31, 2021 and 2020, our cash flows for the three months ended March 31, 2021 and 2020, and our financial position as of March 31, 2021. The year-end balance sheet data was derived from audited consolidated financial statements but does not include all disclosures required by GAAP. Interim results are not necessarily indicative of the results to be expected for an entire year or any other future year or interim period. In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity’s Own Equity (Subtopic 815-40) Adoption of ASU 2020-06 required us to record a cumulative effect adjustment, net of tax, to accumulated deficit of $6,566 on January 1, 2021. In addition, the adoption of the standard resulted in the following changes to the consolidated balance sheet as of January 1, 2021: January 1, 2021 Adjustment for January 1, 2021 (Unadjusted) Adoption (Adjusted) Property and equipment, net $ 406,328 $ (6,076) $ 400,252 Long-term debt $ 171,695 $ 27,279 $ 198,974 Additional paid-in capital $ 241,868 $ (39,921) $ 201,947 The changes to the consolidated balance sheet as of January 1, 2021 were primarily due to the following factors: (i) reclassification of the equity component of our Convertible Notes related to the cash conversion feature to a liability thereby eliminating the debt discount; (ii) reclassification of the debt issuance costs for the equity component of our Convertible Notes to a liability; (iii) adjustment of the amount of interest expense capitalized as part of our property and equipment; and (iv) reversal of $5,686 of income tax benefit related to the equity component of the Convertible Notes that was recorded as additional paid-in capital. On January 1, 2021, we also reversed $27,949 of gross deferred tax liabilities related to the equity component of our Convertible Notes. The adoption of ASU 2020-06 did not have any impact on our net deferred tax as of January 1, 2021 due to the valuation allowance. Effective January 1, 2021, we calculate the dilutive effect of the Convertible Notes on our diluted EPS using the if-converted method. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other —Internal Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract In June 2016, the FASB issued ASU 2016-13, Financial Instruments —Credit Losses (Topic 326) |
Principles of consolidation | Principles of consolidation The unaudited condensed consolidated financial statements include our accounts and the accounts of our majority owned subsidiaries. We consolidate our 70% ownership of Chicago Concourse Development Group, LLC and our 75% ownership of Boingo Holding Participacoes Ltda. in accordance with ASC 810, Consolidation |
Marketable securities | Marketable securities Our marketable securities consist of available-for-sale securities with original maturities exceeding three months. According to ASC 320, Investments—Debt and Equity Securities Marketable securities are reported at fair value with the related unrealized gains and losses reported as other comprehensive income (loss) until realized or until a determination is made that an other-than-temporary decline in market value has occurred. No significant unrealized gains and losses have been reported during the periods presented. Factors considered by us in assessing whether an other-than-temporary impairment has occurred include the nature of the investment, whether the decline in fair value is attributable to specific adverse conditions affecting the investment, the financial condition of the investee, the severity and the duration of the impairment and whether we have the ability to hold the investment to maturity. When it is determined that an other-than-temporary impairment has occurred, the investment is written down to its market value at the end of the period in which it is determined that an other-than-temporary decline has occurred. The cost of marketable securities sold is based upon the specific identification method. Any realized gains or losses on the sale of investments are reflected as a component of interest income and other expense, net. For the three months ended March 31, 2021, we had no material realized gains or losses from investments in marketable securities classified as available-for-sale. As of December 31, 2020, we had $1 of cumulative unrealized gain, net of tax, which was $0 as of December 31, 2020 due to the full valuation allowance established against our deferred tax assets, in accumulated other comprehensive loss. |
Segment and geographic information | Segment and geographic information In October 2020, we completed our restructuring activities, which were initiated in December 2019. Prior to the completion of the restructuring activities, we operated as one reportable segment—a service provider of wireless connectivity solutions across our managed and operated network and aggregated network for mobile devices such as laptops, smartphones, tablets and other wireless-enabled consumer devices. This single segment is consistent with the internal organizational structure and the manner in which operations are reviewed and managed by our Chief Executive Officer, the chief operating decision maker. We currently have five reportable and operating segments: (i) carrier services for the provision of wireless and cellular services to our wireless customers (“Carrier Services”); (ii) military for the provision of wireless services on military bases (“Military”); (iii) private networks and emerging technologies for the provision of licensed, unlicensed, and shared spectrum services for our venue partners and non-telecom customers (“Private Networks and Emerging Technologies”); (iv) multifamily for the provision of wireless services for our multifamily property owners (“Multifamily”); and (v) legacy for the provision of our other services such as retail, advertising, and wholesale Wi-Fi services to enterprise customers (“Legacy”). Prior period segment results have been recast to conform to the current presentation. We evaluate reportable and operating segment performance primarily based on revenues and income (loss) from operations, which is our segment operating performance measure. The income (loss) from operations of each reportable and operating segment include only those costs which are specifically related to each reportable and operating segment, which consist primarily of cost of sales, sales and marketing, depreciation, and the direct costs of employees within those reportable and operating segments. We do not allocate corporate overhead costs or non-operating income and expenses to reportable and operating segments, which include unallocable overhead costs associated with our corporate offices, certain executive compensation including stock compensation, costs related to our accounting, finance, legal, engineering, marketing, and human resources departments, among others. Segment information under the new five reportable segment basis, with a reconciliation to the unaudited condensed consolidated statements of operations, is summarized as follows: Three Months Ended March 31, 2021 2020 Revenue: Carrier services $ 26,883 $ 26,848 Military 20,645 18,002 Multifamily 5,304 5,224 Legacy 6,204 9,302 Private networks and emerging technologies 893 510 Total revenue $ 59,929 $ 59,886 Three Months Ended March 31, 2021 2020 Income (loss) from operations: Carrier services $ 2,621 $ 5,866 Military 7,265 4,800 Multifamily (1,680) (1,930) Legacy (307) 603 Private networks and emerging technologies 71 441 Unallocated overhead costs (13,828) (12,365) Total loss from operations (5,858) (2,585) Interest expense and amortization of debt discount (657) (2,349) Interest income and other expense, net (2) 254 Loss before income taxes $ (6,517) $ (4,680) Assets allocated to each reportable and operating segment include property and equipment, net, goodwill, and intangible assets, net that are specifically identifiable for one of our reportable and operating segments. Our reportable and operating segments also present reporting units for goodwill impairment testing purposes. Unallocated assets are those assets not directly related to a specific reportable and operating segment. There have been no material changes to our assets allocated to each reportable and operating segment from the amount disclosed as of December 31, 2020 as contained in our annual report on Form 10-K filed with the SEC on March 1, 2021, as amended through the Form 10-K/A filed with the SEC on April 28, 2021. All significant long-lived tangible assets are held in the United States of America. We do not disclose sales by geographic area because it would be impracticable to do so. |
Leases | Leases We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use assets, current portion of operating leases, and long-term portion of operating leases in our condensed consolidated balance sheets. Finance leases are included in property and equipment, net, current portion of finance leases, and long-term portion of finance leases in our condensed consolidated balance sheets. Operating and finance lease right-of-use (“ROU”) assets and ROU liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. As most of our leases for which we are lessee do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. The ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, which are accounted for separately for the asset classes maintained. We exclude short-term leases with a lease term of 12 months or less at the commencement date from our condensed consolidated balance sheets. |
Income taxes | Income taxes We calculate our interim income tax provision in accordance with ASC 270, Interim Reporting Accounting for Income Taxes The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment, including the expected operating income (loss) for the year, projections of the proportion of income (loss) earned and taxed in various states, permanent and temporary differences as a result of differences between amounts measured and recognized in accordance with tax laws and financial accounting standards, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained, or as the tax environment changes. As of March 31, 2021, we were in a net tested loss position in our subsidiaries located outside of the U.S. In the event that we generate earnings in these subsidiaries, our intention is to indefinitely reinvest these earnings outside the U.S. If we were to remit our foreign earnings, we would be subject to state income taxes or withholding taxes imposed on actual distributions, or currency transaction gains (losses) that would result in taxation upon remittance. However, the amounts of any such tax liabilities resulting from the repatriation of foreign earnings are not material. |
Foreign currency translation | Foreign currency translation Our Brazilian subsidiary uses the Brazilian Real as its functional currency. Assets and liabilities of our Brazilian subsidiary are translated to U.S. dollars at period-end rates of exchange, and revenues and expenses are translated at average exchange rates prevailing for each month. The resulting translation adjustments are made directly to a separate component of other comprehensive loss, which is reflected in stockholders’ equity in our condensed consolidated balance sheets. As of March 31, 2021 and December 31, 2020, the Company had $(2,742) and $(2,280), respectively, of cumulative foreign currency translation adjustments, net of tax, which was $0 as of March 31, 2021 and December 31, 2020 due to the full valuation allowance established against our deferred tax assets, in accumulated other comprehensive loss. The functional currency for 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 condensed consolidated statements of operations. |
Use of estimates | Use of estimates The preparation of accompanying condensed 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 condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Assets and liabilities which are subject to significant judgment and the use of estimates include the allowance for doubtful accounts, recoverability of goodwill and long-lived assets, valuation allowances with respect to deferred tax assets, useful lives associated with property and equipment, valuation of ROU assets and ROU liabilities, valuation and useful lives of intangible assets, contract assets and contract liabilities including estimates of variable consideration, and the valuation and assumptions underlying stock-based compensation and other equity instruments. On an ongoing basis, we evaluate our estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities. |
Fair value of financial instruments | Fair value of financial instruments Fair value is defined as the price that would be received from selling an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, we consider the principal or most advantageous market in which it would transact, and we consider assumptions that market participants would use when pricing the asset or liability. The accounting guidance for fair value measurement also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows: ● Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. ● Level 2—Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly. ● Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amount reflected in the accompanying condensed consolidated balance sheets for cash equivalents, accounts receivable, accounts payable, and accrued expenses and other liabilities approximates fair value due to the short duration and nature of these financial instruments. |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Summary of significant accounting policies | |
Summary of changes to consolidated balance sheet and statement of operations from adoption of ASU 2020-06 | January 1, 2021 Adjustment for January 1, 2021 (Unadjusted) Adoption (Adjusted) Property and equipment, net $ 406,328 $ (6,076) $ 400,252 Long-term debt $ 171,695 $ 27,279 $ 198,974 Additional paid-in capital $ 241,868 $ (39,921) $ 201,947 |
Summary of the entity's revenue disaggregated by product offerings | Segment information under the new five reportable segment basis, with a reconciliation to the unaudited condensed consolidated statements of operations, is summarized as follows: Three Months Ended March 31, 2021 2020 Revenue: Carrier services $ 26,883 $ 26,848 Military 20,645 18,002 Multifamily 5,304 5,224 Legacy 6,204 9,302 Private networks and emerging technologies 893 510 Total revenue $ 59,929 $ 59,886 Three Months Ended March 31, 2021 2020 Income (loss) from operations: Carrier services $ 2,621 $ 5,866 Military 7,265 4,800 Multifamily (1,680) (1,930) Legacy (307) 603 Private networks and emerging technologies 71 441 Unallocated overhead costs (13,828) (12,365) Total loss from operations (5,858) (2,585) Interest expense and amortization of debt discount (657) (2,349) Interest income and other expense, net (2) 254 Loss before income taxes $ (6,517) $ (4,680) |
Cash and cash equivalents and_2
Cash and cash equivalents and marketable securities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Cash and cash equivalents and marketable securities | |
Schedule of cash and cash equivalents and marketable securities | March 31, December 31, 2021 2020 Cash and cash equivalents: Cash $ 7,809 $ 15,286 Money market funds 28,463 20,825 Total cash and cash equivalents $ 36,272 $ 36,111 Short-term marketable securities-available-for-sale: Marketable securities $ — $ 4,565 Total short-term marketable securities $ — $ 4,565 |
Assets and liabilities held f_2
Assets and liabilities held for sale (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Assets and liabilities held for sale | |
Scheduel of major classes of assets and liabilities that were classified as held for sale in our condensed consolidated balance sheet | March 31, 2021 Accounts receivable, net $ 3,830 Prepaid expenses and other current assets 1,930 Property and equipment, net 2,728 Operating lease right-of-use assets, net 13 Other assets 245 Total assets held for sale $ 8,746 Accounts payable $ (1,085) Accrued expenses and other liabilities (1,274) Deferred revenue (1,990) Other liabilities (87) Total liabilities held for sale $ (4,436) |
Contract assets and contract _2
Contract assets and contract liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Contract assets and contract liabilities | |
Schedule of contract asset, net and contract liability, net balance from customers | Contract Contract Assets, Net Liabilities, Net Balance at December 31, 2020 $ 547 $ 224,754 Balance at March 31, 2021 (1) 473 236,465 Change $ (74) $ 11,711 |
Schedule of remaining performance obligations included in revenue | Three Months Ended March 31, 2021 2020 Amounts included in the beginning of period contract liability balance $ 28,348 $ 24,970 Amounts associated with performance obligations satisfied in previous periods — 13 |
Property and equipment (Tables)
Property and equipment (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property and equipment | |
Schedule of property and equipment | March 31, December 31, 2021 2020 Leasehold improvements $ 626,712 $ 596,242 Construction in progress 105,226 118,055 Software 65,948 65,532 Computer equipment 14,755 14,808 Furniture, fixtures and office equipment 2,040 2,506 Total property and equipment 814,681 797,143 Less: accumulated depreciation and amortization (409,998) (390,815) Total property and equipment, net $ 404,683 $ 406,328 |
Accrued expenses and other li_2
Accrued expenses and other liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accrued expenses and other liabilities | |
Schedule of accrued expenses and other liabilities | March 31, December 31, 2021 2020 Customer liabilities $ 22,684 $ 21,964 Construction in progress 16,898 13,679 Revenue share 5,686 5,514 Taxes 3,844 4,455 Professional fees 2,664 871 Salaries and wages 2,912 3,684 Partner network 692 651 Other 6,521 5,166 Total accrued expenses and other liabilities $ 61,901 $ 55,984 |
Convertible Notes (Tables)
Convertible Notes (Tables) - Convertible Notes | 3 Months Ended |
Mar. 31, 2021 | |
Convertible Notes | |
Schedule of Convertible Notes | March 31, 2021 Par value of the Convertible Notes $ 201,250 Unamortized debt issuance costs (3,135) Net carrying value of Convertible Notes $ 198,115 |
Schedule of interest expense related to the Convertible Notes | Three Months Ended March 31, 2021 2020(2) Contractual interest expense $ 503 $ 503 Amortization of debt issuance costs 307 220 Amortization of debt discount — 2,156 Total $ 810 $ 2,879 Effective interest rate of the liability component 1.6 % 7.1 % (2) As noted above, prior period amounts have not been adjusted upon adoption of ASU 2020-06 under the modified retrospective method. |
Schedule of amortization expense for debt issuance costs | Debt Issuance Costs April 1, 2021―December 31, 2021 $ 927 January 1, 2022―December 31, 2022 1,254 January 1, 2023―December 31, 2023 954 $ 3,135 |
Credit Facility (Tables)
Credit Facility (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Credit Facility. | |
Schedule of principal payments due under Term Loan | Principal Payments April 1, 2021―December 31, 2021 $ 583 January 1, 2022―December 31, 2022 778 January 1, 2023―December 31, 2023 388 $ 1,749 |
Schedule of amortization expense for debt issuance costs | Amortization Expense April 1, 2021―December 31, 2021 $ 343 January 1, 2022―December 31, 2022 457 January 1, 2023―December 31, 2023 120 $ 920 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases | |
Schedule of lease related to components of lease expense, supplemental cash flow information, other information | Three Months Ended Three Months Ended March 31, 2021 |
Future minimum lease payments of operating and finance leases under non-cancelable leases as presented in accordance with ASC 842 | Operating Finance Leases Leases April 1, 2021―December 31, 2021 $ 2,454 $ 132 January 1, 2022―December 31, 2022 3,692 — January 1, 2023―December 31, 2023 3,645 — January 1, 2024―December 31, 2024 3,655 — January 1, 2025―December 31, 2025 3,707 — January 1, 2026―December 31, 2026 1,343 — Thereafter 185 — Total future minimum lease payments 18,681 132 Less: Imputed interest (2,283) — Total 16,398 132 Current portion of operating and finance leases 2,649 132 Long-term portion of operating and finance leases $ 13,749 $ — |
Fair value measurement (Tables)
Fair value measurement (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair value measurement | |
Schedule of financial assets and liabilities that are measured at fair value on a recurring basis | At March 31, 2021 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 28,463 $ — $ — $ 28,463 Total assets $ 28,463 $ — $ — $ 28,463 At December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 20,825 $ — $ — $ 20,825 Marketable securities — 4,565 — 4,565 Total assets $ 20,825 $ 4,565 $ — $ 25,390 |
Stock incentive plans (Tables)
Stock incentive plans (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Stock incentive plans | |
Summary of stock option activity | Weighted Weighted-Average Number of Average Remaining Aggregate Options Exercise Contract Intrinsic (000’s) Price Life (years) Value Outstanding at December 31, 2020 109 $ 7.75 1.8 $ 559 Exercised (13) $ 9.64 Canceled/forfeited — $ — Outstanding and exercisable at March 31, 2021 96 $ 7.48 1.7 $ 630 |
Summary of RSU activity | Weighted Average Number of Shares Grant-Date Fair (000’s) Value Non-vested at December 31, 2020 951 $ 14.30 Granted(3) 893 $ 11.55 Vested (134) $ 15.86 Canceled/forfeited(3) (37) $ 12.18 Non-vested at March 31, 2021 1,673 $ 12.75 (3) The performance based RSUs granted to our executive officers in 2019, 2020 and 2021 were subject to the satisfaction of specified service based and performance based conditions over a three-year performance period. Achievement of the revenue and Adjusted EBITDA goals for the performance based RSUs is based upon the budgets established for each of the years in the three-year performance period. In March 2021, our Compensation Committee determined actual achievement of the 2020 revenue and EBITDA goals for the 2019 and 2020 performance-based RSUs at 58.4% and 97.4% , respectively, resulting in the cancellation of RSUs in 2021 for the achievement below target. As the Company approves budgets on an annual basis, the performance targets for the performance based RSUs related to the revenue and Adjusted EBITDA goals for two years out of the three-year performance period were not considered defined as of the date these awards were awarded by the Compensation Committee. The grant date requirements of ASC 718, Compensation-Stock Compensation , are therefore not met until such approval is obtained. During the three months ended March 31, 2021, the Company’s Compensation Committee approved the 2021 revenue and Adjusted EBITDA performance targets for the 2019 and 2020 performance based RSUs resulting in additional RSUs granted of approximately 107,000 at a grant-date fair value of $11.54 per share. As of March 31, 2021, 75,000 2020 performance based RSUs and 177,000 2021 performance based RSUs have been excluded from RSU shares granted and non-vested as the performance targets have not yet been defined. |
Net loss per share attributab_2
Net loss per share attributable to common stockholders (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Net loss per share attributable to common stockholders | |
Schedule of computation of basic and diluted net loss per share attributable to common stockholders | Three Months Ended March 31, 2021 2020 (in thousands) Numerator: Net loss diluted $ (6,444) $ (4,633) Denominator: Weighted average common stock, basic and diluted 44,690 44,272 Net loss per share attributable to common stockholders: Basic and diluted $ (0.14) $ (0.10) |
The business (Details)
The business (Details) $ / shares in Units, $ in Thousands | Feb. 26, 2021USD ($)$ / shares |
The business | |
Merger price per share (USD per share) | $ / shares | $ 14 |
Waiting period | 30 days |
Go shop period | 25 days |
Termination fee payable to enter into Superior proposal | $ 19,600 |
Minimum percentage acquisition proposal not withdrawn prior to merger agreement termination (as a percent) | 50.10% |
Period after termination of merger agreement within which receipt of acquisition proposal triggers termination fee | 1 year |
Maximum expense payable to other party | $ 2,500 |
Parent termination fee payable | $ 32,700 |
Summary of significant accoun_4
Summary of significant accounting policies - Basis of presentation (Details) - USD ($) $ in Thousands | Jan. 01, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Adoption of ASC 606 | |||
Accumulated deficit | $ (157,944) | $ (158,066) | |
Property and equipment, net | $ 400,252 | 404,683 | 406,328 |
Long-term debt | 198,974 | 199,086 | 171,695 |
Additional paid-in capital | 201,947 | 203,900 | $ 241,868 |
Adoption of ASC 842 | |||
Operating lease right-of-use liabilities | $ 16,398 | ||
Income Tax Benefit Related to Equity Component of Convertible Notes [Member] | |||
Adoption of ASC 606 | |||
Tax benefit related to the equity component of the Convertible Notes that was recorded as additional paid-in capital | 5,686 | ||
Accounting Standards Update 2020-06 [Member] | |||
Adoption of ASC 606 | |||
Accumulated deficit | 6,566 | ||
Gross deferred tax liabilities | (27,949) | ||
Accounting Standards Update 2020-06 [Member] | Previously Reported [Member] | |||
Adoption of ASC 606 | |||
Property and equipment, net | 406,328 | ||
Long-term debt | 171,695 | ||
Additional paid-in capital | 241,868 | ||
Accounting Standards Update 2020-06 [Member] | Adjustment for Adoption | |||
Adoption of ASC 606 | |||
Property and equipment, net | (6,076) | ||
Long-term debt | 27,279 | ||
Additional paid-in capital | $ (39,921) |
Summary of significant accoun_5
Summary of significant accounting policies - Principles of consolidation (Details) | Mar. 31, 2021 |
Chicago Concourse Development Group, LLC | |
Principles of consolidation | |
Percentage of ownership in subsidiaries | 70.00% |
Boingo Holding Participacoes Ltda. | |
Principles of consolidation | |
Percentage of ownership in subsidiaries | 75.00% |
Summary of significant accoun_6
Summary of significant accounting policies - Marketable securities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Summary of significant accounting policies | ||
Short-term marketable securities | $ 0 | $ 4,565 |
Unrealized gain, net of tax in accumulated other comprehensive loss | 1 | |
Income tax effect related to unrealized gains in accumulated other comprehensive loss | $ 0 |
Summary of significant accoun_7
Summary of significant accounting policies - Segment and geographic information (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021USD ($)segment | Mar. 31, 2020USD ($)segment | |
Revenue by primary revenue sources | ||
Number of reportable segment | segment | 5 | 1 |
Revenue: | ||
Revenue | $ 59,929 | $ 59,886 |
Income (loss) from operations: | ||
Unallocated overhead costs | (13,828) | (12,365) |
Total loss from operations | (5,858) | (2,585) |
Interest expense and amortization of debt discount | (657) | (2,349) |
Interest income and other expense, net | (2) | 254 |
Loss before income taxes | (6,517) | (4,680) |
Carrier Services | ||
Revenue: | ||
Revenue | 26,883 | 26,848 |
Income (loss) from operations: | ||
Total loss from operations | 2,621 | 5,866 |
Military/broadband | ||
Revenue: | ||
Revenue | 20,645 | 18,002 |
Income (loss) from operations: | ||
Total loss from operations | 7,265 | 4,800 |
Multifamily | ||
Revenue: | ||
Revenue | 5,304 | 5,224 |
Income (loss) from operations: | ||
Total loss from operations | (1,680) | (1,930) |
Legacy | ||
Revenue: | ||
Revenue | 6,204 | 9,302 |
Income (loss) from operations: | ||
Total loss from operations | (307) | 603 |
Private networks and emerging technologies | ||
Revenue: | ||
Revenue | 893 | 510 |
Income (loss) from operations: | ||
Total loss from operations | $ 71 | $ 441 |
Summary of significant accoun_8
Summary of significant accounting policies - Revenue recognition - Practical expedient (Details) | 3 Months Ended |
Mar. 31, 2021 | |
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) | 3 Months Ended |
Mar. 31, 2021item | |
Minimum | |
Revenue recognition | |
Payment terms | 30 days |
Maximum | |
Revenue recognition | |
Payment terms | 60 days |
DAS | Maximum | |
Revenue recognition | |
Initial term of the arrangement | 20 years |
Wholesale-Wi-Fi | Maximum | |
Revenue recognition | |
Initial term of the arrangement | 5 years |
Military and retail | |
Revenue recognition | |
Cancellation period of renewal option prior to end of current contract period | 5 days |
Multifamily | |
Revenue recognition | |
Initial term of the arrangement | 10 years |
Private networks and emerging technologies | |
Revenue recognition | |
Number of performance obligations | 2 |
Multifamily Developer Owned Networks [Member] | |
Revenue recognition | |
Number of performance obligations | 2 |
Legacy Wholesale Partner Arrangement [Member] | 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 | Mar. 31, 2021 | Dec. 31, 2020 |
Foreign currency translation | ||
Cumulative foreign currency translation adjustments, net of tax in accumulated other comprehensive loss | $ (2,742) | $ (2,280) |
Income tax effect related to foreign currency translation adjustments | $ 0 | $ 0 |
Cash and cash equivalents and_3
Cash and cash equivalents and marketable securities (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Cash and cash equivalents: | |||
Cash | $ 7,809 | $ 15,286 | |
Money market accounts | 28,463 | 20,825 | |
Total cash and cash equivalents | 36,272 | 36,111 | |
Short-term marketable securities-available-for-sale: | |||
Marketable securities | 0 | 4,565 | |
Total short-term marketable securities | 0 | $ 4,565 | |
Interest income | $ 10 | $ 296 |
Assets and liabilities held f_3
Assets and liabilities held for sale (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Assets and liabilities held for sale | |
Total assets held for sale | $ 8,746 |
Total liabilities held for sale | (4,436) |
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | $ 0 |
Expected term | 1 year |
Disposal Group, Held-for-sale, Not Discontinued Operations | |
Assets and liabilities held for sale | |
Accounts receivable, net | $ 3,830 |
Prepaid expenses and other current assets | 1,930 |
Property and equipment, net | 2,728 |
Operating lease right-of-use assets, net | 13 |
Other assets | 245 |
Total assets held for sale | 8,746 |
Accounts payable | (1,085) |
Accrued expenses and other liabilities | (1,274) |
Deferred revenue | (1,990) |
Other liabilities | 87 |
Total liabilities held for sale | $ (4,436) |
Contract assets and contract _3
Contract assets and contract liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Contract Assets, Net | ||
Balance at December 31 | $ 547 | |
Balance at March 31 | 473 | |
Change | (74) | |
Contract Liabilities, Net | ||
Balance at December 31 | 224,754 | |
Balance at March 31 | 236,465 | |
Change | 11,711 | |
Contract assets | 766 | |
Contract Liabilities | 1,990 | |
Contract liability and performance obligations included in revenue | ||
Amounts included in the beginning of period contract liability balance | $ 28,348 | $ 24,970 |
Amounts associated with performance obligations satisfied in previous periods | $ 13 | |
Revenue performance obligations | ||
Practical expedient of remaining performance obligations | true | |
DAS | ||
Revenue performance obligations | ||
Remaining service performance obligations | $ 224,687 | |
DAS | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | Minimum | ||
Revenue performance obligations | ||
Remaining duration of contracts | 1 year | |
DAS | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | Maximum | ||
Revenue performance obligations | ||
Remaining duration of contracts | 13 years | |
Wholesale-Wi-Fi | ||
Revenue performance obligations | ||
Remaining service performance obligations | $ 5,139 | |
Wholesale-Wi-Fi | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | Minimum | ||
Revenue performance obligations | ||
Remaining duration of contracts | 1 year | |
Wholesale-Wi-Fi | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | Maximum | ||
Revenue performance obligations | ||
Remaining duration of contracts | 13 years |
Property and equipment (Details
Property and equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Jan. 01, 2021 | Dec. 31, 2020 | |
Property and equipment | ||||
Total property and equipment | $ 814,681 | $ 797,143 | ||
Less: accumulated depreciation and amortization | (409,998) | (390,815) | ||
Total property and equipment, net | 404,683 | $ 400,252 | 406,328 | |
Depreciation and amortization expense | ||||
Total depreciation and amortization of property and equipment | 20,745 | $ 18,646 | ||
Leasehold improvements | ||||
Property and equipment | ||||
Total property and equipment | 626,712 | 596,242 | ||
Construction in progress | ||||
Property and equipment | ||||
Total property and equipment | 105,226 | 118,055 | ||
Software | ||||
Property and equipment | ||||
Total property and equipment | 65,948 | 65,532 | ||
Computer equipment | ||||
Property and equipment | ||||
Total property and equipment | 14,755 | 14,808 | ||
Furniture, fixtures and office equipment | ||||
Property and equipment | ||||
Total property and equipment | $ 2,040 | $ 2,506 |
Accrued expenses and other li_3
Accrued expenses and other liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Accrued expenses and other liabilities | ||
Customer liabilities | $ 22,684 | $ 21,964 |
Construction in progress | 16,898 | 13,679 |
Revenue share | 5,686 | 5,514 |
Taxes | 3,844 | 4,455 |
Professional fees | 2,664 | 871 |
Salaries and wages | 2,912 | 3,684 |
Partner network | 692 | 651 |
Other | 6,521 | 5,166 |
Total accrued expenses and other liabilities | $ 61,901 | $ 55,984 |
Convertible Notes (Details)
Convertible Notes (Details) - Convertible Notes $ / shares in Units, $ in Thousands | 1 Months Ended |
Oct. 31, 2018USD ($)D$ / shares$ / EquityInstruments | |
Convertible Notes | |
Gross proceeds from Convertible Notes | $ | $ 201,250 |
Percentage of interest rate per annum | 1.00% |
Conversion ratio | 0.0236323 |
Conversion price per share | $ / shares | $ 42.31 |
Percentage of redemption price | 100.00% |
Threshold percentage of stock price trigger | 130.00% |
Threshold trading days | 20 |
Threshold consecutive trading days | 30 |
Call option | |
Convertible Notes | |
Derivative cap price (in dollars per share) | $ / EquityInstruments | 65.10 |
Convertible Notes - Carrying an
Convertible Notes - Carrying and fair value (Details) - Convertible Notes $ in Thousands | Mar. 31, 2021USD ($) |
Convertible Notes | |
Par value of the Convertible Notes | $ 201,250 |
Unamortized debt issuance costs | (3,135) |
Net carrying value of Convertible Notes | 198,115 |
Fair value of Convertible Notes | $ 198,483 |
Convertible Notes - Debt issuan
Convertible Notes - Debt issuance costs and interest expense (Details) - Convertible Notes - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Interest expense related to the Convertible Notes | ||
Contractual interest expense | $ 503 | $ 503 |
Amortization of debt issuance costs | 307 | 220 |
Amortization of debt discount | 2,156 | |
Total | $ 810 | $ 2,879 |
Effective interest rate of the liability component | 1.60% | 7.10% |
Amortization and interest expense capitalized | $ 433 | $ 650 |
Convertible Notes - Amortizatio
Convertible Notes - Amortization expense, debt discount and debt issuance costs (Details) - Convertible Notes $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Amortization expense for debt issuance costs | |
April 1, 2021-December 31, 2021 | $ 927 |
January 1, 2022-December 31, 2022 | 1,254 |
January 1, 2023-December 31, 2023 | 954 |
Total | $ 3,135 |
Credit Facility (Details)
Credit Facility (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Principal payments of Term Loan | |||
April 1, 2021-December 31, 2021 | $ 583 | ||
January 1, 2022-December 31, 2022 | 778 | ||
January 1, 2023-December 31, 2023 | 388 | ||
Total | 1,749 | ||
Amortization of debt issuance costs | |||
April 1, 2021-December 31, 2021 | 343 | ||
January 1, 2022-December 31, 2022 | 457 | ||
January 1, 2023-December 31, 2023 | 120 | ||
Total | $ 920 | ||
Minimum | |||
Principal payments of Term Loan | |||
Interest rate percentage | 2.00% | ||
Credit Facility | |||
Principal payments of Term Loan | |||
Capitalized interest expense | $ 0 | $ 131 | |
Amortization and interest expense expensed | $ 114 | $ 114 | |
Credit Facility | LIBOR | Minimum | |||
Credit Facility | |||
Spread on floating interest rate (as a percent) | 1.75% | ||
Credit Facility | LIBOR | Maximum | |||
Credit Facility | |||
Spread on floating interest rate (as a percent) | 2.75% | ||
Credit Facility | Prime Rate | Minimum | |||
Credit Facility | |||
Spread on floating interest rate (as a percent) | 0.75% | ||
Credit Facility | Prime Rate | Maximum | |||
Credit Facility | |||
Spread on floating interest rate (as a percent) | 1.75% | ||
Revolving Line of Credit | |||
Credit Facility | |||
Current issued borrowing capacity | $ 150,000 | ||
Amount outstanding | $ 0 | $ 0 | |
Revolving Line of Credit | Minimum | |||
Credit Facility | |||
Fee on unused portion of Revolving Line of Credit (as a percent) | 0.25% | ||
Revolving Line of Credit | Maximum | |||
Credit Facility | |||
Fee on unused portion of Revolving Line of Credit (as a percent) | 0.50% | ||
Term Loan | |||
Credit Facility | |||
Current issued borrowing capacity | $ 3,500 | ||
Amount outstanding | $ 1,749 | $ 1,944 |
Leases (Details)
Leases (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021USD ($)item | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | |
Leases | |||
Minimum number of renewal option | item | 1 | ||
Lessee, Operating Lease, Existence of Option to Extend [true false] | true | ||
Lessee, Finance Lease, Existence of Option to Extend [true false] | false | ||
Lessee, Operating Lease, Existence of Option to Terminate [true false] | true | ||
Lessee, Finance Lease, Existence of Option to Terminate [true false] | false | ||
Assets recorded under finance leases | $ 12,265 | $ 12,265 | |
Accumulated depreciation and amortization associated with finance leases | 7,992 | $ 7,533 | |
Lease cost | |||
Operating lease expense | 789 | $ 859 | |
Finance lease expense: | |||
Depreciation and amortization of assets included in property and equipment, net | 459 | 538 | |
Interest on lease liabilities | 3 | 0 | |
Total finance lease expense | 462 | 538 | |
Interest on lease liabilities capitalized | 0 | 24 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from operating leases | (943) | (1,056) | |
Operating cash flows from finance leases | (1) | (24) | |
Financing cash flows from finance leases | $ (441) | $ (818) | |
Operating leases, weighted average remaining lease term (in years) | 5 years | ||
Finance leases, weighted average remaining lease term (in years) | 1 month 6 days | ||
Operating leases, weighted average discount rate (as a percent) | 5.30% | ||
Finance leases, weighted average discount rate (as a percent) | 3.20% | ||
Minimum | |||
Leases | |||
Operating leases, remaining term of contract | 1 year | ||
Operating leases, renewal term | 1 year | ||
Maximum | |||
Leases | |||
Operating leases, remaining term of contract | 7 years | ||
Finance leases, remaining term of contract | 1 year | ||
Operating leases, renewal term | 10 years |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Operating Leases | ||
April 1, 2021-December 31, 2021 | $ 2,454 | |
January 1, 2022-December 31, 2022 | 3,692 | |
January 1, 2023-December 31, 2023 | 3,645 | |
January 1, 2024-December 31, 2024 | 3,655 | |
January 1, 2025-December 31, 2025 | 3,707 | |
January 1, 2026-December 31, 2026 | 1,343 | |
Thereafter | 185 | |
Total future minimum lease payments | 18,681 | |
Less: Imputed interest | (2,283) | |
Total | 16,398 | |
Current portion of operating leases | 2,649 | $ 2,632 |
Long-term portion of operating leases | 13,749 | 14,487 |
Finance Leases | ||
April 1, 2021-December 31, 2021 | 132 | |
January 1, 2022-December 31, 2022 | 0 | |
January 1, 2023-December 31, 2023 | 0 | |
January 1, 2024-December 31, 2024 | 0 | |
January 1, 2025-December 31, 2025 | 0 | |
January 1, 2026-December 31, 2026 | 0 | |
Thereafter | 0 | |
Total future minimum lease payments | 132 | |
Less: Imputed interest | 0 | |
Total | 132 | |
Current portion of finance leases | 132 | $ 573 |
Long-term portion of finance leases | $ 0 |
Fair value measurement (Details
Fair value measurement (Details) - Recurring basis - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Money market accounts | $ 28,463 | $ 20,825 |
Marketable securities | 4,565 | |
Total assets | 28,463 | 25,390 |
Level 1 | ||
Assets: | ||
Money market accounts | 28,463 | 20,825 |
Marketable securities | 0 | |
Total assets | 28,463 | 20,825 |
Level 2 | ||
Assets: | ||
Money market accounts | 0 | 0 |
Marketable securities | 4,565 | |
Total assets | 0 | 4,565 |
Level 3 | ||
Assets: | ||
Money market accounts | 0 | 0 |
Marketable securities | 0 | |
Total assets | $ 0 | $ 0 |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income taxes | ||
Income tax expense | $ 119 | $ 45 |
Effective tax rate (as a percent) | 1.80% | 1.00% |
Commitments and contingencies -
Commitments and contingencies - Letters of credit (Details) - Letters of Credit $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Letters of credit | |
Current issued borrowing capacity | $ 12,895 |
Term period of letters of credit agreements | 1 year |
Outstanding balance | $ 0 |
Commitments and contingencies_2
Commitments and contingencies - Others matters (Details) - Underpaid revenue share payments and related interest $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($)claim | |
Commitments and contingencies | |
Number of claim received | claim | 1 |
Claim value | $ | $ 4,600 |
Stock incentive plans - Plans (
Stock incentive plans - Plans (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
2001 Plan | ||
Stock incentive plans | ||
Number of options outstanding | 0 | |
Number of awards made | 0 | |
Stock options | ||
Stock incentive plans | ||
Number of options outstanding | 96,000 | 109,000 |
Stock options | 2011 Plan | ||
Stock incentive plans | ||
Number of options outstanding | 96,000 | |
RSUs | 2011 Plan | ||
Stock incentive plans | ||
RSUs outstanding | 1,673,000 |
Stock incentive plans - Compens
Stock incentive plans - Compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Stock incentive plans | ||
Total stock-based compensation expense | $ 2,277 | $ 1,537 |
Out-of-period adjustments | 481 | |
Stock-based compensation expense capitalized | $ 140 | $ 149 |
Stock incentive plans - Stock o
Stock incentive plans - Stock option awards (Details) - Stock options - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Dec. 31, 2020 | Mar. 31, 2021 |
Number of Options | ||
Outstanding at beginning of period (in shares) | 109 | |
Exercised (in shares) | (13) | |
Outstanding and exercisable at end of period (in shares) | 109 | 96 |
Weighted Average Exercise Price | ||
Outstanding at beginning of period (in dollars per share) | $ 7.75 | |
Exercised (in dollars per share) | 9.64 | |
Outstanding and exercisable at end of period (in dollars per share) | $ 7.75 | $ 7.48 |
Weighted-Average Remaining Contract Life (years) | ||
Outstanding and exercisable at end of period | 1 year 9 months 18 days | 1 year 8 months 12 days |
Aggregate Intrinsic Value | ||
Outstanding and exercisable at end of period | $ 559 | $ 630 |
Stock incentive plans - Restric
Stock incentive plans - Restricted stock unit awards (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Stock incentive plans | |
Shares of common stock issued resulting from vesting | 92,000 |
RSUs | |
Stock incentive plans | |
Unvested RSU awards expense expected to be recognized | $ | $ 17,639 |
Weighted average period over which unrecognized compensation expense is expected to be recognized | 2 years 2 months 12 days |
Number of Shares | |
Non-vested at beginning of period (in shares) | 951,000 |
Granted (in shares) | 893,000 |
Vested (in shares) | (134,000) |
Canceled/forfeited (in shares) | (37,000) |
Non-vested at end of period (in shares) | 1,673,000 |
Weighted Average Grant Date Fair Value | |
Non-vested at beginning of period (in dollars per share) | $ / shares | $ 14.30 |
Granted (in dollars per share) | $ / shares | 11.55 |
Vested (in dollars per share) | $ / shares | 15.86 |
Canceled/forfeited (in dollars per share) | $ / shares | 12.18 |
Non-vested at end of period (in dollars per share) | $ / shares | $ 12.75 |
Service-based restricted stock unit awards | Executive And Non Executive Member | Maximum | |
Stock incentive plans | |
Vesting period | 3 years |
Service-based restricted stock unit awards | Non-employee directors and existing members | |
Stock incentive plans | |
Vesting period | 1 year |
Service-based restricted stock unit awards | Non-employee directors and new members | |
Stock incentive plans | |
Vesting percentage when the individual completes 12 months of continuous service | 33.30% |
Vesting period | 3 years |
Performance-based restricted stock unit awards | |
Stock incentive plans | |
Vesting period | 3 years |
2019 and 2020 performance-based RSUs | |
Stock incentive plans | |
2019 and 2020 Revenue goals achieved (as a percent) | 58.40% |
2010 and 2020 EBITDA goals achieved (as a percent) | 97.40% |
Number of Shares | |
Granted (in shares) | 107,000 |
Weighted Average Grant Date Fair Value | |
Granted (in dollars per share) | $ / shares | $ 11.54 |
2020 performance-based RSUs | |
Stock incentive plans | |
Number of awards excluded from granted and non-vested as the performance targets have not yet been defined | 75,000 |
2021 performance-based RSUs | |
Stock incentive plans | |
Number of awards excluded from granted and non-vested as the performance targets have not yet been defined | 177,000 |
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 | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Numerator: | ||
Net loss attributable to common stockholders, basic | $ (6,444) | $ (4,633) |
Net loss attributable to common stockholders, diluted | $ (6,444) | $ (4,633) |
Denominator: | ||
Weighted average common stock, basic and diluted (in shares) | 44,690 | 44,272 |
Net loss per share attributable to common stockholders: | ||
Basic and diluted (in dollars per share) | $ (0.14) | $ (0.10) |