Boingo Wireless, Inc.
BOINGO WIRELESS INC (Form: 10-Q, Received: 11/09/2015 15:45:38)

Table of Contents

 

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

x       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2015

 

OR

 

o          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                    to                    

 

Commission file number: 001-35155

 

BOINGO WIRELESS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

95-4856877

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

 

 

10960 Wilshire Blvd., 23rd Floor

 

 

Los Angeles, California

 

90024

(Address of principal executive offices)

 

(Zip Code)

 

(310) 586-5180

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  Yes x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer o

 

Accelerated filer x

 

 

 

Non-accelerated filer o

 

Smaller Reporting Company o

(Do not check if a smaller reporting company)

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

 

As of October 30, 2015, there were 37,182,381 shares of the registrant’s common stock outstanding.

 

 

 



Table of Contents

 

TABLE OF CONTENTS

 

 

 

Page

PART I — FINANCIAL INFORMATION

 

 

 

 

Item 1.

Financial Statements (unaudited)

3

 

 

 

 

Condensed Consolidated Balance Sheets

3

 

 

 

 

Condensed Consolidated Statements of Operations

4

 

 

 

 

Condensed Consolidated Statements of Comprehensive Income (Loss)

5

 

 

 

 

Condensed Consolidated Statement of Stockholders’ Equity

6

 

 

 

 

Condensed Consolidated Statements of Cash Flows

7

 

 

 

 

Notes to the Condensed Consolidated Financial Statements

8

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

18

 

 

 

Item 3.

Quantitative and Qualitative Disclosure about Market Risk

30

 

 

 

Item 4.

Controls and Procedures

30

 

 

 

PART II — OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

31

 

 

 

Item 1A.

Risk Factors

31

 

 

 

Item 6.

Exhibits

31

 

 

 

SIGNATURES

32

 

2



Table of Contents

 

PART I — FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Boingo Wireless, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except per share amounts)

 

 

 

September 30,
2015

 

December 31,
2014

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

8,556

 

$

8,849

 

Marketable securities

 

 

1,614

 

Accounts receivable, net

 

50,335

 

27,917

 

Prepaid expenses and other current assets

 

4,189

 

3,916

 

Deferred tax assets

 

787

 

787

 

Total current assets

 

63,867

 

43,083

 

Property and equipment, net

 

192,909

 

111,772

 

Goodwill

 

42,403

 

42,403

 

Intangible assets, net

 

16,927

 

19,676

 

Other assets

 

4,913

 

2,468

 

Total assets

 

$

321,019

 

$

219,402

 

 

 

 

 

 

 

Liabilities and stockholders’ equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

33,253

 

$

4,004

 

Accrued expenses and other liabilities

 

42,337

 

26,109

 

Deferred revenue

 

19,447

 

25,488

 

Current portion of long-term debt

 

16,094

 

875

 

Current portion of capital leases

 

1,453

 

309

 

Total current liabilities

 

112,584

 

56,785

 

Deferred revenue, net of current portion

 

82,473

 

27,267

 

Long-term debt

 

1,969

 

2,625

 

Long-term portion of capital leases

 

1,984

 

381

 

Deferred tax liabilities

 

3,717

 

3,432

 

Other liabilities

 

5,701

 

1,482

 

Total liabilities

 

208,428

 

91,972

 

 

 

 

 

 

 

Commitments and contingencies (Note 9)

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Preferred stock, $0.0001 par value; 5,000 shares authorized; no shares issued and outstanding

 

 

 

Common stock, $0.0001 par value; 100,000 shares authorized; 37,140 and 36,267 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively

 

4

 

4

 

Additional paid-in capital

 

194,630

 

189,725

 

Accumulated deficit

 

(81,522

)

(62,884

)

Accumulated other comprehensive loss

 

(1,230

)

(443

)

Total common stockholders’ equity

 

111,882

 

126,402

 

Non-controlling interests

 

709

 

1,028

 

Total stockholders’ equity

 

112,591

 

127,430

 

Total liabilities and stockholders’ equity

 

$

321,019

 

$

219,402

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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Boingo Wireless, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share amounts)

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

37,186

 

$

30,822

 

$

100,855

 

$

85,670

 

Costs and operating expenses:

 

 

 

 

 

 

 

 

 

Network access

 

17,517

 

15,058

 

47,151

 

41,230

 

Network operations

 

8,219

 

6,245

 

24,160

 

17,862

 

Development and technology

 

5,001

 

3,965

 

13,978

 

10,805

 

Selling and marketing

 

4,793

 

3,778

 

13,990

 

11,629

 

General and administrative

 

5,472

 

4,304

 

16,994

 

13,344

 

Amortization of intangible assets

 

943

 

959

 

2,709

 

2,812

 

Total costs and operating expenses

 

41,945

 

34,309

 

118,982

 

97,682

 

Loss from operations

 

(4,759

)

(3,487

)

(18,127

)

(12,012

)

Interest and other (expense) income, net

 

(49

)

11

 

(50

)

12

 

Loss before income taxes

 

(4,808

)

(3,476

)

(18,177

)

(12,000

)

Income tax expense

 

115

 

75

 

401

 

378

 

Net loss

 

(4,923

)

(3,551

)

(18,578

)

(12,378

)

Net (loss) income attributable to non-controlling interests

 

(104

)

264

 

60

 

619

 

Net loss attributable to common stockholders

 

$

(4,819

)

$

(3,815

)

$

(18,638

)

$

(12,997

)

 

 

 

 

 

 

 

 

 

 

Net loss per share attributable to common stockholders:

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.13

)

$

(0.11

)

$

(0.51

)

$

(0.36

)

Diluted

 

$

(0.13

)

$

(0.11

)

$

(0.51

)

$

(0.36

)

 

 

 

 

 

 

 

 

 

 

Weighted average shares used in computing net loss per share attributable to common stockholders:

 

 

 

 

 

 

 

 

 

Basic

 

37,041

 

35,881

 

36,722

 

35,619

 

Diluted

 

37,041

 

35,881

 

36,722

 

35,619

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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Table of Contents

 

Boingo Wireless, Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

(In thousands)

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(4,923

)

$

(3,551

)

$

(18,578

)

$

(12,378

)

Other comprehensive loss, net of tax

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

(371

)

(197

)

(666

)

(197

)

Comprehensive loss

 

(5,294

)

(3,748

)

(19,244

)

(12,575

)

Comprehensive (loss) income attributable to non-controlling interest

 

(28

)

281

 

181

 

636

 

Comprehensive loss attributable to common stockholders

 

$

(5,266

)

$

(4,029

)

$

(19,425

)

$

(13,211

)

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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Boingo Wireless, Inc.

Condensed Consolidated Statement of Stockholders’ Equity

(Unaudited)

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

Common

 

Common

 

Additional

 

 

 

Other

 

Non-

 

Total

 

 

 

Stock

 

Stock

 

Paid-in

 

Accumulated

 

Comprehensive

 

controlling

 

Stockholders’

 

 

 

Shares

 

Amount

 

Capital

 

Deficit

 

Loss

 

Interests

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2014

 

36,267

 

$

4

 

$

189,725

 

$

(62,884

)

$

(443

)

$

1,028

 

$

127,430

 

Issuance of common stock under stock incentive plans

 

873

 

 

1,247

 

 

 

 

1,247

 

Shares withheld for taxes

 

 

 

(1,984

)

 

 

 

(1,984

)

Stock-based compensation expense

 

 

 

6,792

 

 

 

 

6,792

 

Purchase of non-controlling interests

 

 

 

(1,150

)

 

 

 

(1,150

)

Non-controlling interest distributions

 

 

 

 

 

 

(500

)

(500

)

Net (loss) income

 

 

 

 

(18,638

)

 

60

 

(18,578

)

Other comprehensive (loss) income

 

 

 

 

 

(787

)

121

 

(666

)

Balance at September 30, 2015

 

37,140

 

$

4

 

$

194,630

 

$

(81,522

)

$

(1,230

)

$

709

 

$

112,591

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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Table of Contents

 

Boingo Wireless, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

 

 

 

Nine Months Ended
September 30,

 

 

 

2015

 

2014

 

Cash flows from operating activities

 

 

 

 

 

Net loss

 

$

(18,578

)

$

(12,378

)

Adjustments to reconcile net loss including non-controlling interests to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization of property and equipment

 

27,899

 

19,650

 

Amortization of intangible assets

 

2,709

 

2,812

 

Impairment loss

 

191

 

406

 

Stock-based compensation

 

6,190

 

5,210

 

Excess tax benefits from stock-based compensation

 

 

(60

)

Change in fair value of contingent consideration

 

(114

)

(358

)

Change in deferred income taxes

 

285

 

277

 

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable

 

(22,548

)

(7,609

)

Prepaid expenses and other assets

 

(2,810

)

(1,246

)

Accounts payable

 

2,422

 

1,234

 

Accrued expenses and other liabilities

 

5,039

 

(1,118

)

Deferred revenue

 

49,165

 

11,818

 

Net cash provided by operating activities

 

49,850

 

18,638

 

Cash flows from investing activities

 

 

 

 

 

Decrease in restricted cash

 

 

430

 

Purchases of marketable securities

 

 

(27,156

)

Proceeds from sales of marketable securities

 

1,614

 

42,857

 

Purchases of property and equipment

 

(63,429

)

(55,021

)

Payments for business acquisition

 

 

(147

)

Net cash used in investing activities

 

(61,815

)

(39,037

)

Cash flows from financing activities

 

 

 

 

 

Proceeds from credit facility

 

20,000

 

 

Principal payments on debt

 

(5,438

)

 

Excess tax benefits from stock-based compensation

 

 

60

 

Proceeds from exercise of stock options

 

1,247

 

860

 

Payments of capital leases and notes payable

 

(427

)

(544

)

Payment of other acquisition related consideration

 

(17

)

(1,255

)

Payments of withholding tax on net issuance of restricted stock units

 

(1,984

)

(1,413

)

Payments to non-controlling interests

 

(500

)

(623

)

Purchase of non-controlling interests

 

(1,150

)

 

Net cash provided by (used in) financing activities

 

11,731

 

(2,915

)

Effect of exchange rates on cash

 

(59

)

6

 

Net decrease in cash and cash equivalents

 

(293

)

(23,308

)

Cash and cash equivalents at beginning of period

 

8,849

 

27,338

 

Cash and cash equivalents at end of period

 

$

8,556

 

$

4,030

 

Supplemental disclosure of non-cash investing and financing activities

 

 

 

 

 

Property and equipment costs in accounts payable, accrued expenses and other liabilities

 

$

54,079

 

$

13,272

 

Acquisition of equipment under capital lease

 

$

3,099

 

$

361

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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Table of Contents

 

Boingo Wireless, Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except shares and per share amounts)

 

1. The business

 

Boingo Wireless, Inc. and its subsidiaries (collectively “we”, “us”, “our” or “the Company”) is a leading global provider of mobile Internet solutions for smartphones, tablet computers, laptops, and other wireless-enabled consumer devices. The Company has more than a million small cell networks for cellular distributed antenna system (“DAS”) and Wi-Fi access that reach more than one billion consumers annually. Boingo Wireless, Inc. was incorporated on April 16, 2001 in the State of Delaware. We have a diverse monetization model that enables us to generate revenues from wholesale partnerships, retail sales, and advertising across these small cell networks. Wholesale offerings include Wi-Fi roaming, private label Wi-Fi, location based services, and DAS, which are cellular extension networks. Retail products include Wi-Fi subscriptions and day passes that provide access to more than one million commercial hotspots worldwide, and Internet Protocol television (“IPTV”) services and broadband for military barracks. 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 telecom operators, telecommunications service providers and global consumer brands, as well as Internet savvy consumers on the go and troops stationed at U.S. military bases.

 

2. Summary of significant accounting policies

 

Basis of presentation

 

The accompanying interim unaudited condensed consolidated financial statements and related notes for the three and nine months ended September 30, 2015 and 2014 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 of the information and footnotes required by generally accepted accounting principles (“GAAP”) in the United States of America (“U.S.”) for complete financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and the accompanying notes for the year ended December 31, 2014 contained in our annual report on Form 10-K filed with the SEC on March 16, 2015. 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 and nine months ended September 30, 2015 and 2014, our cash flows for the nine months ended September 30, 2015 and 2014, and our financial position as of September 30, 2015. 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.

 

Principles of consolidation

 

The unaudited condensed consolidated financial statements include our accounts and the accounts of our majority owned subsidiaries. We consolidate our 70% ownership of Chicago Concourse Development Group, LLC and our 75% ownership of Boingo Holding Participacoes Ltda. in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Consolidation . Other parties’ interests in consolidated entities are reported as non-controlling interests. All intercompany balances and transactions have been eliminated in consolidation.

 

Prior to August 4, 2015, we had a 70% ownership of Concourse Communications Detroit, LLC. On August 4, 2015, we purchased the remaining 30% ownership interest from the non-controlling interest owners for $1,150. We accounted for this transaction as an acquisition of the remaining interest of an entity that had already been majority-owned by the Company. The purchase resulted in a reduction to additional paid-in capital of $1,150 representing excess purchase price over the carrying amount of the non-controlling interests. Prior to this purchase, we had a controlling interest in this subsidiary, and therefore, this subsidiary had been and will continue to be consolidated with the Company’s operations.

 

Segment and geographical information

 

We operate as one reportable segment; a service provider of mobile Internet solutions across our managed and operated network and aggregated network for mobile devices such as laptops, smartphones, tablet computers and other wireless-enabled consumer devices. This single segment is consistent with the internal organization structure and the manner in which operations are reviewed and managed by our Chief Executive Officer, the chief operating decision maker.

 

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All significant long-lived tangible assets are held in the U.S. We do not disclose sales by geographic area because to do so would be impracticable. In our annual report on Form 10-K filed with the SEC on March 16, 2015, we updated our presentation of retail and wholesale revenue sources to provide increased visibility into the revenue streams that are the focus of our current and future operational and development efforts. Our retail revenue sources were previously differentiated based on our retail plan types—subscription or single-use. We believe that it would be more relevant to differentiate our individual users based on the nature of the users—retail users who purchase Internet access at our managed and operated hotspots and select partner locations or military users who purchase Internet access and/or IPTV services for individual use on U.S. military bases. We also previously combined our wholesale DAS and Wi-Fi revenues and we believe that it would be better to disaggregate these wholesale product revenues going forward by DAS and Wi-Fi given the current development of these products. As a result, we have also reclassified our revenues by primary revenue source for the three and nine months ended September 30, 2014 for comparability purposes.

 

The following is a summary of our revenue by primary revenue source:

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

Revenue:

 

 

 

 

 

 

 

 

 

Retail

 

$

7,754

 

$

10,144

 

$

24,608

 

$

30,865

 

DAS

 

13,142

 

10,429

 

34,863

 

27,656

 

Wholesale—Wi-Fi

 

5,454

 

4,709

 

15,096

 

11,477

 

Military

 

5,257

 

943

 

13,003

 

2,043

 

Advertising and other

 

5,579

 

4,597

 

13,285

 

13,629

 

Total revenue

 

$

37,186

 

$

30,822

 

$

100,855

 

$

85,670

 

 

Marketable securities

 

Our marketable securities consist of available-for-sale securities with original maturities exceeding three months. In accordance with FASB ASC 320, Investments—Debt and Equity Securities, we have classified securities, which have readily determinable fair values and are highly liquid, as short-term because such securities are expected to be realized within a one-year period. At September 30, 2015 and December 31, 2014, we had $0 and $1,614, respectively, in marketable 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 and other (expense) income, net.

 

For the three and nine months ended September 30, 2015 and 2014, we had no significant realized or unrealized gains or losses from investments in marketable securities classified as available-for-sale. As of September 30, 2015 and December 31, 2014, we had no unrealized gains or losses in accumulated other comprehensive loss.

 

Revenue recognition

 

We generate revenue from several sources including: (i) retail and military customers under subscription plans for month-to-month network access that automatically renew, and retail and military single-use access from sales of hourly, daily or other single-use access plans, (ii) DAS customers that are telecom operators under long-term contracts for access to our DAS at our managed and operated locations, (iii) arrangements with wholesale Wi-Fi customers that provide software licensing, network access, and/or professional services fees, and (iv) display advertisements and sponsorships on our walled garden sign-in pages. Software licensed by our wholesale platform services customers can only be used during the term of the service arrangements and has no utility to them upon termination of the service arrangement.

 

We recognize revenue when an arrangement exists, services have been rendered, fees are fixed or determinable, no significant obligations remain related to the earned fees and collection of the related receivable is reasonably assured.

 

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Subscription fees from retail and military customers are paid monthly in advance. Subscription fee revenue is recognized ratably over the subscription period and revenue is deferred for the portions of monthly recurring subscription fees collected in advance. Revenue generated from retail and military single-use access is recognized when access is provided. We provide refunds for our retail and military services on a case-by-case basis. These amounts are not significant and are recorded as contra-revenue in the period the refunds are made.

 

Revenue generated from access to our DAS networks consists of build-out fees and recurring access fees under certain long-term contracts with telecom operators. Build-out fees paid upfront are generally deferred and recognized ratably over the term of the estimated customer relationship period, once the build-out is complete. Periodically, we install and sell Wi-Fi and DAS networks to customers where we do not have service contracts or remaining obligations beyond the installation of those networks and we recognize build-out fees for such projects as revenue when the installation work is completed and the network has been accepted by the customer. Minimum monthly access fees for usage of the DAS networks are non-cancellable and generally escalate on an annual basis. These minimum monthly access fees are recognized ratably over the non-cancellable term of the telecom operator agreement. The initial term of our contracts with telecom operators generally range from five to twenty years and the agreements generally contain renewal clauses.

 

Services provided to wholesale Wi-Fi partners generally contain several elements including: (i) a term license to use our software to access our Wi-Fi network, (ii) access fees for Wi-Fi network usage, and/or (iii) professional services for software integration and customization and to maintain the Wi-Fi service. The term license, monthly minimum network access fees and professional services are billed on a monthly basis based upon predetermined fixed rates. Once the term license for integration and customization are delivered, the fees from the arrangement are recognized ratably over the remaining term of the service arrangement. The initial term of the license agreements is generally between one to five years and the agreements generally contain renewal clauses. Revenue for Wi-Fi network access fees in excess of the monthly minimum amounts is recognized when earned. All elements within existing service arrangements are generally delivered and earned concurrently throughout the term of the respective service arrangement.

 

In instances where the minimum monthly Wi-Fi and DAS network access fees escalate over the term of the wholesale service arrangement, an unbilled receivable is recognized when performance is within our control and when we have reasonable assurance that the unbilled receivable balance will be collected.

 

We adopted the provisions of Accounting Standards Update (“ASU”) 2009-13, Revenue Recognition (Topic 605)—Multiple-Deliverable Revenue Arrangements (“ASU 2009-13”), on a prospective basis on January 1, 2011. For multiple-deliverable arrangements entered into prior to January 1, 2011 that are accounted for under ASC 605-25, Revenue Recognition—Multiple-Deliverable Revenue Arrangements , we defer recognition of revenue for the full arrangement and recognize all revenue ratably over the wholesale service period for Wi-Fi platform service arrangements and the term of the estimated customer relationship period for DAS arrangements, as we do not have evidence of fair value for the undelivered elements in the arrangement. For multiple-deliverable arrangements entered into or materially modified after January 1, 2011 that are accounted for under ASC 605-25, we evaluate whether or not separate units of accounting exist and then allocate the arrangement consideration to all units of accounting based on the relative selling price method using estimated selling prices if vendor specific objective evidence and third party evidence is not available. We recognize the revenue associated with the separate units of accounting upon completion of such services or ratably over the wholesale service period for Wi-Fi platform service arrangements and the term of the estimated customer relationship period for DAS arrangements.

 

Advertising revenue is generated from advertisements on our managed and operated or partner networks. In determining whether an arrangement exists, we ensure that a binding arrangement is in place, such as a standard insertion order or a fully executed customer-specific agreement. Obligations pursuant to our advertising revenue arrangements typically include a minimum number of units or the satisfaction of certain performance criteria. Advertising and other revenue is recognized when the services are performed.

 

Foreign currency translation

 

Our Brazilian subsidiary uses the Brazilian Real as its functional currency. Assets and liabilities of our Brazilian subsidiary are translated to U.S. dollars at period-end rates of exchange, and revenues and expenses are translated at average exchange rates prevailing for each month. The resulting translation adjustments are made directly to a separate component of other comprehensive loss, which is reflected in stockholders’ equity in our condensed consolidated balance sheets. As of September 30, 2015 and December 31, 2014, the Company had $ 1,230 and $443, respectively, of cumulative foreign currency translation adjustments, net of tax, which was $0 as of September 30, 2015 and December 31, 2014 due to the full valuation allowance established against our deferred tax assets, in accumulated other comprehensive loss.

 

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Some of our subsidiaries also enter into transactions and have monetary assets and liabilities that are denominated in a currency other than the entities’ respective functional currencies. Gains and losses from the remeasurement of these foreign currency transactions and monetary assets and liabilities using the exchange rate as of the end of the reporting period are included in interest and other (expense) income, net in the condensed consolidated statements of operations.

 

Fair value of financial instruments

 

Fair value is defined as the price that would be received from selling an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, we consider the principal or most advantageous market in which it would transact, and we consider assumptions that market participants would use when pricing the asset or liability.

 

The accounting guidance for fair value measurement also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows:

 

·                   Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

 

·                   Level 2—Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly.

 

·                   Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

The carrying amount reflected in the accompanying condensed consolidated balance sheets for cash and cash equivalents, marketable securities, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and other liabilities approximates fair value due to the short-term nature of these financial instruments.

 

Recent accounting pronouncements

 

In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement Period Adjustments , that eliminates the requirement to restate prior period financial statements for measurement period adjustments. The standard is effective for interim and annual periods beginning after December 15, 2015. The new standard must be applied prospectively to measurement period adjustments that occur after the effective date. We do not expect that this standard will have a material impact on our consolidated financial statements.

 

In April 2015, the FASB issued ASU 2015-05, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement , which provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the arrangement for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The standard is effective for annual periods beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for all entities. An entity may choose to adopt the new standard either retrospectively or prospectively. We are currently evaluating the expected impact of this new standard on our cloud computing arrangements in our consolidated financial statements.

 

In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs , which requires entities to present debt issuance costs related to a note as a direct deduction from the face amount of that note, similar to the presentation of debt discounts. The costs will continue to be amortized to interest expense. In August 2015, the FASB issued ASU 2015-15, Interest — Imputation of Interest (Subtopic 835-30) , which amends subtopic 835-30 to include that the SEC would not object to the deferral and presentation of debt issuance costs as an asset and subsequent amortization of the asset ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The standard will be effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted. An entity must adopt the new standard retrospectively for all prior periods presented in the financial statements. We have not elected to early adopt this standard and we are currently evaluating the expected impact of this new standard. As of September 30, 2015 and December 31, 2014, we have classified debt issuance costs related to our revolving line of credit of $ 197 and $178, respectively, within prepaid expenses and other current assets, and $421 and $514, respectively, within other assets in the condensed consolidated balance sheets.

 

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In February 2015, the FASB issued ASU 2015-02, Consolidation — Amendments to the Consolidation Analysis , which amends the current consolidation guidance and ends the deferral granted to investment companies from applying the variable interest entity guidance. The standard will be effective for fiscal years beginning after December 15, 2015. Early adoption is permitted. We do not expect that this standard will have a material impact on our consolidated financial statements.

 

In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern , which explicitly requires management to assess an entity’s ability to continue as a going concern in connection with each annual and interim period. Management will assess if there is substantial doubt about an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. Disclosures will be required if conditions give rise to substantial doubt. The standard will be effective for the first annual period ending after December 15, 2016. Early adoption is permitted. We are currently evaluating the expected impact of this new standard.

 

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers , which is intended to improve and converge the financial reporting requirements for revenue from contracts with customers between U.S. GAAP and International Accounting Standards. In accordance with this new standard, an entity would recognize revenue to depict the transfer of promised goods or services. The standard establishes a five-step model and related application guidance, which will replace most existing revenue recognition guidance in U.S. GAAP. The FASB has subsequently issued several proposals to clarify the guidance in ASU 2014-09 including identifying performance obligations, accounting for licenses of intellectual property, clarifying principal versus agent guidance to be applied for determining whether revenue should be presented gross (as a principal) or net (as an agent), and clarifying guidance about collectability, noncash consideration and what constitutes a completed contract at transition. In August 2015, the FASB issued ASU 2015-14, Revenue From Contracts With Customers (Topic 606): Deferral of the Effective Date , to defer the effective date of the new revenue standard by one year. The standard will be effective for annual and interim periods in fiscal years beginning after December 15, 2017. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. An entity may choose to adopt the new standard either retrospectively or through a cumulative effect adjustment as of the start of the first period for which it applies the new standard. We have not yet selected an effective date or a transition method and are currently evaluating the expected impact of this new standard, including proposed amendments, on our reporting of revenue contracts in our consolidated financial statements and related disclosures.

 

3. Cash and cash equivalents

 

Cash and cash equivalents consisted of the following:

 

 

 

September 30,
2015

 

December 31,
2014

 

Cash and cash equivalents:

 

 

 

 

 

Cash

 

$

6,326

 

$

3,247

 

Money market accounts

 

2,230

 

5,602

 

Total cash and cash equivalents

 

$

8,556

 

$

8,849

 

Short-term marketable securities:

 

 

 

 

 

Marketable securities

 

$

 

$

1,614

 

Total short-term marketable securities

 

$

 

$

1,614

 

 

For the nine months ended September 30, 2015 and 2014, interest income was $ 4 and $105, respectively, which is included in interest and other (expense) income, net in the accompanying condensed consolidated statements of operations.

 

4. Property and equipment

 

The following is a summary of property and equipment, at cost less accumulated depreciation and amortization:

 

 

 

September 30,
2015

 

December 31,
2014

 

Leasehold improvements

 

$

194,344

 

$

152,627

 

Construction in progress

 

76,574

 

20,104

 

Computer equipment

 

11,285

 

7,909

 

Software

 

22,210

 

17,827

 

Furniture, fixtures and office equipment

 

1,771

 

297

 

Total property and equipment

 

306,184

 

198,764

 

Less: accumulated depreciation and amortization

 

(113,275

)

(86,992

)

Total property and equipment, net

 

$

192,909

 

$

111,772

 

 

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Depreciation and amortization expense, which includes depreciation and amortization for property and equipment under capital leases, is allocated as follows in the accompanying condensed consolidated statements of operations:

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

 

 

 

 

 

 

 

 

 

 

Network access

 

$

6,277

 

$

5,027

 

$

17,264

 

$

13,400

 

Network operations

 

2,087

 

1,370

 

5,916

 

3,739

 

Development and technology

 

1,377

 

852

 

3,887

 

2,331

 

General and administrative

 

292

 

86

 

832

 

180

 

Total depreciation and amortization of property and equipment

 

$

10,033

 

$

7,335

 

$

27,899

 

$

19,650

 

 

5. Fair value measurement

 

The following table sets forth our financial assets and liabilities that are measured at fair value on a recurring basis:

 

At September 30, 2015

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

Money market accounts

 

$

2,230

 

$

 

$

 

$

2,230

 

Total assets

 

$

2,230

 

$

 

$

 

$

2,230

 

 

At December 31, 2014

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

Money market accounts

 

$

5,602

 

$

 

$

 

$

5,602

 

Marketable securities

 

 

1,614

 

 

1,614

 

Total assets

 

$

5,602

 

$

1,614

 

$

 

$

7,216

 

Liabilities:

 

 

 

 

 

 

 

 

 

Contingent consideration

 

$

 

$

 

$

131

 

$

131

 

Total liabilities

 

$

 

$

 

$

131

 

$

131

 

 

Our marketable securities utilize Level 2 inputs and consist primarily of corporate securities which include commercial paper and corporate debt instruments including notes issued by foreign or domestic corporations 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 maturities are classified as Level 2 securities. The fair value of our fixed maturity marketable securities is derived through the use of a third party pricing source using recent reported trades for identical or similar securities, making adjustments through the reporting date based upon available market observable data.

 

The Company used the income approach to value the contingent consideration. The contingent consideration used a discounted cash flow method with probability weighted cash flows for Endeka Group, Inc., which we acquired in February 2013. The contingent consideration for Endeka was paid out during the nine months ended September 30, 2015. The following table presents a reconciliation of the beginning and ending amounts related to the fair value of contingent consideration categorized as Level 3:

 

Beginning balance, January 1, 2015

 

$

131

 

Change in fair value

 

(114

)

Payment of contingent consideration

 

(17

)

Balance, September 30, 2015

 

$

 

 

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6. Accrued expenses and other liabilities

 

Accrued expenses and other liabilities consisted of the following:

 

 

 

September 30,
2015

 

December 31,
2014

 

Revenue share

 

$

4,320

 

$

5,683

 

Salaries and wages

 

3,284

 

2,389

 

Accrued for construction-in-progress

 

25,467

 

9,438

 

Accrued partner network

 

1,501

 

1,105

 

Settlement liabilities

 

338

 

1,850

 

Accrued professional fees

 

1,075

 

1,241

 

Accrued taxes

 

770

 

327

 

Deferred rent

 

20

 

18

 

Holdback liabilities

 

1,600

 

1,615

 

Contingent consideration

 

 

131

 

Other

 

3,962

 

2,312

 

Total accrued expenses and other liabilities

 

$

42,337

 

$

26,109

 

 

7. Income taxes

 

We calculate our interim income tax provision in accordance with ASC 270, Interim Reporting , and ASC 740, Accounting for Income Taxes . At the end of each interim period, we estimate the annual effective tax rate and apply that rate to our ordinary quarterly earnings. The tax expense or benefit related to significant, unusual, or extraordinary items is recognized in the interim period in which those items occur. In addition, the effect of changes in enacted tax laws, rates, or tax status is recognized in the interim period in which the change occurs.

 

The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment, including the expected operating income (loss) for the year, projections of the proportion of income (loss) earned and taxed in various states, permanent and temporary differences as a result of differences between amounts measured and recognized in accordance with tax laws and financial accounting standards, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained, or as the tax environment changes.

 

Income tax expense of $ 115 and $75 reflects an effective tax rate of 2.4% and 2.2% for the three months ended September 30, 2015 and 2014, respectively. Income tax expense of $401 and $378 reflects an effective tax rate of 2.2% and 3.1% for the nine months ended September 30, 2015 and 2014, respectively. Our effective tax rate differs from the statutory rate primarily due to our valuation allowance for the three and nine months ended September 30, 2015 and 2014. At September 30, 2015, we have net deferred tax liabilities of $2,930. As of September 30, 2015 and December 31, 2014, we had $359 and $459, respectively, of uncertain tax positions, $84 and $106, respectively, of which is a reduction to deferred tax assets, which is presented net of uncertain tax positions, in the accompanying condensed consolidated balance sheets. We accrue interest and penalties related to unrecognized tax benefits as a component of income taxes. As of September 30, 2015 and December 31, 2014, we have accrued $46 and $67, respectively, for related interest, net of federal income tax benefits, and penalties. The amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate as of September 30, 2015 was $229.

 

A reconciliation of our unrecognized tax benefits, excluding interest and penalties, is as follows:

 

Beginning balance, January 1, 2015

 

$

392

 

Additions for current period tax positions

 

 

Effective settlement during the current period

 

(79

)

Balance, September 30, 2015

 

$

313

 

 

We are subject to taxation in the United States and in various states. Our tax years 2012 and forward are subject to examination by the IRS and our tax years 2010 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.

 

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8. Credit Facility

 

On November 21, 2014, 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. and Silicon Valley Bank (the “Lenders”), for a secured credit facility in the form of a revolving line of credit in the initial amount of up to $46,500, with an option to increase the available amount to $86,500 upon the satisfaction of certain conditions (the “Revolving Line of Credit”) and a term loan of $3,500 (the “Term Loan” and together with the Revolving Line of Credit, the “Credit Facility”). We may use borrowings under the Credit Facility for general working capital and corporate purposes. In general, amounts borrowed under the Credit Facility are secured by a lien against all of our assets, with certain exclusions. In August 2015, we amended our Credit Facility to primarily revise our financial covenants with an effective date of June 30, 2015 through the period ended September 30, 2015.

 

As of September 30, 2015 and December 31, 2014, $15,000 and $0, respectively, was outstanding under the Revolving Line of Credit. Amounts outstanding under the Revolving Line of Credit are classified within short-term debt in our condensed consolidated balance sheet as of September 30, 2015 as we expect to repay the outstanding debt in the next twelve-month period. The Revolving Line of Credit requires quarterly payments of interest and matures on November 21, 2018, but may be prepaid in whole or part at any time. Amounts borrowed under the Revolving Line of Credit and Term Loan will bear, at our election, a variable interest at LIBOR plus 2.5% - 3.5% or Lender’s Prime Rate plus 1.5% - 2.5% per year and we will pay a fee of 0.375% - 0.5% per year on any unused portion of the Revolving Line of Credit. As of September 30, 2015 and December 31, 2014, $3,063 and $3,500, respectively, was outstanding under the Term Loan. The Term Loan requires quarterly payments of interest and principal, amortizing fully over the four-year-term such that it is repaid in full on the maturity date of November 21, 2018, but may be prepaid in whole or part at any time. Repayment of amounts borrowed under the Credit Facility may be accelerated in the event that we are in violation of the representations, warranties and covenants made in the Credit Agreement, including certain financial covenants set forth therein, and under other specified default events including, but not limited to, non-payment or inability to pay debt, breach of cross default provisions, insolvency provisions, and change of control.

 

Principal payments due under our Term Loan through 2018 are as follows:

 

Period

 

Principal
Payments

 

October 1, 2015 — December 31, 2015

 

$

438

 

January 1, 2016 — December 31, 2016

 

875

 

January 1, 2017 — December 31, 2017

 

875

 

January 1, 2018 — December 31, 2018

 

875

 

 

 

$

3,063

 

 

We incurred debt issuance costs of $711 in November 2014 and an additional $62 in August 2015. Debt issuance costs are amortized on a straight-line basis over the term of the Credit Facility. Amortization expense related to debt issuance costs are included in interest and other (expense) income, net in the accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 2015. Amortization and interest expense capitalized during the three and nine months ended September 30, 2015 amounted to $ 190 and $436, respectively. Interest rates for our Credit Facility for the nine months ended September 30, 2015 ranged from 2.67% to 3.28%.

 

Amortization expense for our debt issuance costs through 2018 is as follows:

 

Period

 

Amortization
Expense

 

October 1, 2015 — December 31, 2015

 

$

49

 

January 1, 2016 — December 31, 2016

 

197

 

January 1, 2017 — December 31, 2017

 

197

 

January 1, 2018 — December 31, 2018

 

175

 

 

 

$

618

 

 

We are subject to customary covenants, including a minimum quarterly consolidated leverage ratio, a maximum quarterly consolidated fixed charge coverage ratio, and monthly liquidity minimums. We were in compliance with all such financial covenants as of September 30, 2015. We are also subject to certain non-financial covenants, and we were also in compliance with all such non-financial covenants as of September 30, 2015.

 

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As of September 30, 2015 and December 31, 2014, the carrying amount reflected in the accompanying condensed consolidated balance sheets for the current portion of long-term debt and long-term debt approximates fair value (Level 2) based on the variable nature of the interest rates and lack of significant change to our credit risk.

 

9. 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 September 30, 2015, we have Letters of Credit totaling $ 4,121 that are scheduled to expire or renew over the next year. There have been no drafts drawn under these Letters of Credit as of September 30, 2015.

 

Legal proceedings

 

From time to time, we may be subject to claims, suits, investigations and proceedings arising out of the normal course of business. We are not currently a party to any litigation that we believe could have a material adverse effect on our business, financial position, results of operations or cash flows.

 

Other matters

 

We have received a claim from one of our venue partners with respect to contractual terms on our revenue share payments. The claim asserts that we have underpaid revenue share payments and related interest by approximately $4,600. We believe this claim to be without merit and plan to defend against such claim. As of September 30, 2015, we have accrued for the probable and estimable losses that have been incurred. We are not currently a party to any other claims that we believe could have a material adverse effect on our business, financial position, results of operations or cash flows.

 

10. 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 nonstatutory stock options, stock appreciation rights, restricted shares of our common stock, stock units, and performance cash awards.  As of January 1 st  of each year, the number of shares of common stock reserved for issuance under the 2011 Plan shall automatically be increased by a number equal to the lesser of (a) 4.5% of the total number of shares of common stock then outstanding, (b) 3,000,000 shares of common stock and (c) as determined by our board of directors.  As of September 30, 2015, 10,324,899 shares of common stock are reserved for issuance.

 

At the 2015 Annual Meeting of Stockholders held on June 12, 2015, our stockholders approved the following amendments to our 2011 Equity Incentive Plan: (a) termination of the automatic “evergreen” share reserve increase feature after January 2018, so that no additional automatic annual share increases will occur thereafter; (b) remove the discretion to re-price any stock award; and (c) implement more conservative “share counting” provisions, so that the following shares will no longer be available for subsequent issuance: (i) shares applied to pay the exercise price of an option, (ii) shares not otherwise issued in connection with the stock settlement of stock appreciation rights, (iii) shares used to satisfy tax withholding obligations relating to any stock award, and (iv) shares reacquired by us using cash proceeds from the exercise of options.

 

No further awards will be made under our Amended and Restated 2001 Stock Incentive Plan (“2001 Plan”), and it will be terminated.  Options outstanding under the 2001 Plan will continue to be governed by their existing terms.

 

Stock-based compensation expense is allocated as follows on the accompanying condensed consolidated statements of operations:

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

 

 

 

 

 

 

 

 

 

 

Network operations

 

$

336

 

$

344

 

$

1,095

 

$

983

 

Development and technology

 

319

 

118

 

546

 

378

 

Selling and marketing

 

600

 

396

 

1,769

 

1,132

 

General and administrative

 

1,001

 

984

 

2,780

 

2,717

 

Total stock-based compensation

 

$

2,256

 

$

1,842

 

$

6,190

 

$

5,210

 

 

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During the three and nine months ended September 30, 2015, we capitalized $ 177 and $602, respectively, of stock-based compensation expense. During the three and nine months ended September 30, 2014, we capitalized $130 and $291, respectively, of stock-based compensation expense.

 

Stock option awards

 

We grant stock option awards to both employees and non-employee directors. The grant date for these awards is the same as the measurement date. The stock option awards generally vest over a four year service period with 25% vesting when the individual completes 12 months of continuous service and the balance vesting monthly thereafter subject to continuous service on each vesting date. These awards are valued as of the measurement date and the stock-based compensation expense, net of estimated and actual forfeitures, is recognized on a straight-line basis over the requisite service period.

 

A summary of the stock option activity is as follows:

 

 

 

Number of
Options (000’s)

 

Weighted
Average
Exercise
Price

 

Weighted-
Average
Remaining
Contract
Life (years)

 

Aggregate
Intrinsic
Value

 

Outstanding at December 31, 2014

 

4,341

 

$

6.60

 

5.8

 

$

11,017

 

Exercised

 

(375

)

$

3.32

 

 

 

 

 

Canceled/forfeited

 

(135

)

$

9.82

 

 

 

 

 

Outstanding at September 30, 2015

 

3,831

 

$

6.80

 

5.2

 

$

10,928

 

Vested, exercisable and expected to vest at September 30, 2015

 

3,801

 

$

6.80

 

5.2

 

$

10,879

 

Exercisable at September 30, 2015

 

3,101

 

$

6.51

 

4.7

 

$

9,965

 

 

Restricted stock unit awards

 

We grant time-based restricted stock units (“RSU”) to executive and non-executive personnel and non-employee directors. The time-based RSUs granted to executive and non-executive personnel generally vest over a two to three year period subject to continuous service on each vesting date. The time-based RSUs for our non-employee directors generally vest over a one year period for existing members and 25% per year over a four-year period for new members subject to continuous service on each vesting date.

 

We grant performance-based RSUs to executive personnel. These awards vest subject to certain performance objectives based on the Company’s annual revenue growth achieved during the specified performance period and certain long-term service conditions. The maximum number of RSUs that may vest is determined based on actual Company achievement with one-third of the performance-based RSUs vesting when the individual completes 12 months of continuous service and the balance vesting over a series of eight successive equal quarterly installments thereafter subject to continuous service on each vesting date. We recognize stock-based compensation expense for performance-based RSUs when we believe that it is probable that the performance objectives will be met.

 

A summary of the non-vested RSU activity under the 2011 Plan is as follows:

 

 

 

Number of Shares
(000’s)

 

Weighted Average
Grant-Date Fair
Value

 

Non-vested at December 31, 2014

 

1,385

 

$

6.09

 

Granted

 

1,423

 

$

7.57

 

Vested

 

(749

)

$

8.01

 

Canceled/forfeited

 

(52

)

$

7.03

 

Non-vested at September 30, 2015

 

2,007

 

$

6.40

 

 

During the nine months ended September 30, 2015, 748,532 shares of RSUs vested. The Company issued 498,391 shares of common stock and the remaining shares of common stock were withheld to pay minimum statutory federal, state, and local employment payroll taxes on those vested awards.

 

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11. 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
September 30,

 

Nine Months Ended
September 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

 

 

(in thousands)

 

Numerator:

 

 

 

 

 

 

 

 

 

Net loss attributable to common stockholders, basic and diluted

 

$

(4,819

)

$

(3,815

)

$

(18,638

)

$

(12,997

)

Denominator:

 

 

 

 

 

 

 

 

 

Weighted average common stock, basic and diluted

 

37,041

 

35,881

 

36,722

 

35,619

 

Net loss per share attributable to common stockholders:

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(0.13

)

$

(0.11

)

$

(0.51

)

$

(0.36

)

 

For the three and nine months ended September 30, 2015 and 2014, we excluded all stock options and RSUs from the computation of diluted net loss per share due to the net loss for the period as the inclusion would be anti-dilutive.

 

On April 1, 2013, the Company approved a stock repurchase program to repurchase up to $10,000 of the Company’s common stock in the open market, exclusive of any commissions, markups or expenses. The stock repurchased will be retired and will resume the status of authorized but unissued shares of common stock. The Company did not repurchase any of our common stock during the nine months ended September 30, 2015. As of September 30, 2015, the remaining approved amount for repurchases was approximately $5,180.

 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and notes thereto included in “Item 1. Financial Statements” of this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes thereto and the section titled “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Securities Exchange Commission on March 16, 2015.

 

Forward-Looking Statements

 

This Quarterly Report on Form 10-Q and the documents incorporated herein by reference contain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended, based on our current expectations, estimates and projections about our operations, industry, financial condition, performance, results of operations, and liquidity. Statements containing words such as “may,” “believe,” “anticipate,” “expect,” “intend,” “plan,” “project,” “projections,” “business outlook,” “estimate,” or similar expressions constitute forward-looking statements. These forward-looking statements include, but are not limited to, statements about future financial performance; revenues; metrics; operating expenses; market trends, including those in the markets in which we compete; operating and marketing efficiencies; liquidity; cash flows and uses of cash; dividends; capital expenditures; depreciation and amortization; tax payments; foreign currency exchange rates; hedging arrangements; our ability to repay indebtedness, pay dividends and invest in initiatives; our products and services; pricing; competition; strategies; and new business initiatives, products, services, and features. Potential factors that could affect the matters about which the forward-looking statements are made include, among others, the factors disclosed in the section entitled “Risk Factors” in this Quarterly Report on Form 10-Q and additional factors that accompany the related forward-looking statements in this Quarterly Report on Form 10-Q and our other filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as the date hereof. Any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties that may cause actual performance and results to differ materially from those predicted. Reported results should not be considered an indication of future performance. Except as required by law, we undertake no obligation to publicly release the results of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

 

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Table of Contents

 

Overview

 

Boingo helps the world stay connected.

 

We have established a global footprint of small cell networks that provide high-speed, high-bandwidth wireless Internet service to smartphones, tablet computers, laptops, and other wireless-enabled devices. Small cells are low-powered radio access nodes that operate in licensed and unlicensed spectrum that have a range of 10 meters to 1 to 2 kilometers. These small cell networks cover more than a million distributed antenna system (“DAS”) and Wi-Fi locations and reach more than one billion consumers annually. With the proliferation of mobile Internet-enabled wireless devices, and growth of high-bandwidth usage from streaming media and smartphone apps, we expect these small cells to play a significant role in helping meet the ever-increasing data demands of connected consumers who are accustomed to the benefits of broadband performance at home and work and are seeking the same applications, performance and availability on-the-go.

 

Our small cell networks include DAS and Wi-Fi networks that we manage and operate ourselves, which we refer to as our “managed and operated” locations, as well as Wi-Fi networks managed and operated by third-parties with whom we contract for access, which we refer to as our “roaming” networks. Our managed and operated locations are typically located in large venues with big audiences, such as airports, stadiums, arenas, U.S. military bases, universities, convention centers, and shopping malls where we install a wireless network infrastructure and generally have exclusive multi-year agreements. Our roaming networks comprise more than one million commercial Wi-Fi hotspots in 100 countries around the world. We also sell advertising and sponsorships on other Wi-Fi networks that are not part of our network on behalf of the network owner.

 

We generate revenue through wholesale offerings, retail and military sales, and advertising and sponsorships. We have direct customer relationships with users who have purchased our services, and we also provide mobile Internet access and solutions to our partners, which include telecom operators, cable companies, technology companies, enterprise software and services companies, and communications service providers to allow their millions of users to connect to the mobile Internet through hotspots in our network. Our software solution—which provides one-click access to our global footprint of hotspots—has been rebranded for wholesale partners, in addition to being marketed under the Boingo brand. In combination with our back-end system infrastructure, it creates a global roaming solution for operators, carriers and other service providers.

 

For the three months ended September 30, 2015, individual retail users provided approximately 21% of our revenue by purchasing month-to-month subscription plans that automatically renew or hotspot specific single-use access to our network. As of September 30, 2015, our retail subscriber base was approximately 212,000, a decrease of approximately 24% over the prior year period. For the three months ended September 30, 2015, individual military users provided approximately 14% of our revenue by purchasing broadband and Internet Protocol television (“IPTV”) services in military barracks. As of September 30, 2015, we have grown our military subscriber base to approximately 46,000 from approximately 7,000 in the prior year period.

 

We generate wholesale revenue from telecom operators that pay us build-out fees and recurring access fees so that their cellular customers may use our DAS networks at locations where we manage and operate the wireless network. For the three months ended September 30, 2015, DAS revenue accounted for approximately 35% of our revenue. In addition, our partners pay us usage-based Wi-Fi network access and software licensing fees to allow their customers’ access to our footprint worldwide. For the three months ended September 30, 2015, wholesale Wi-Fi revenue accounted for approximately 15% of our revenue.

 

We also generate revenue from advertisers that seek to reach consumers via sponsored Wi-Fi access, promotional programs and online display advertising. For the three months ended September 30, 2015, advertising and other revenue accounted for approximately 15% of our revenue. Our advertising business is seasonal, with the highest percentage of advertising sales occurring in the fourth quarter of each year. Our customer agreements for certain DAS networks include both a fixed and variable fee structure with the highest percentage of sales occurring in the fourth quarter of each year and the lowest percentage of sales occurring in the first quarter of each year. We expect these trends to continue. Our other products have not experienced any significant seasonal impact.

 

We believe we are the leading global provider of commercial mobile Wi-Fi Internet solutions and indoor DAS services for carriers. Key elements of our strategy are to:

 

·                        expand our footprint of managed and operated and aggregated networks;

 

·                        leverage our neutral-host business model to accelerate wholesale roaming and carrier offload partnerships;

 

·                        maximize advertising and sponsorship sell-through for our inventory of advertising-enabled networks; and

 

·                        increase our brand awareness.

 

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Table of Contents

 

Reconciliation of Non-GAAP Financial Measures

 

We define Adjusted EBITDA as net loss attributable to common stockholders plus depreciation and amortization of property and equipment, income tax expense, amortization of intangible assets, stock-based compensation expense, non-controlling interests and interest and other expense (income), net.

 

We believe that Adjusted EBITDA is useful to investors and other users of our financial statements in evaluating our operating performance because it provides them with an additional tool to compare business performance across companies and across periods. We believe that:

 

·                        Adjusted EBITDA provides investors and other users of our financial information consistency and comparability with our past financial performance, facilitates period-to-period comparisons of operations and facilitates comparisons with other companies, many of which use similar non-generally accepted accounting principles in the United States (“GAAP”) financial measures to supplement their GAAP results; and

 

·                        it is useful to exclude non-cash charges, such as depreciation and amortization of property and equipment, amortization of intangible assets and stock-based compensation, from Adjusted EBITDA because the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations, and these expenses can vary significantly between periods as a result of full amortization of previously acquired tangible and intangible assets or the timing of new stock-based awards.

 

We use Adjusted EBITDA in conjunction with traditional GAAP measures as part of our overall assessment of our performance, for planning purposes, including the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies and to communicate with our board of directors concerning our financial performance.

 

We do not place undue reliance on Adjusted EBITDA as our only measure of operating performance. Adjusted EBITDA should not be considered as a substitute for other measures of financial performance reported in accordance with GAAP. There are limitations to using non-GAAP financial measures, including that other companies may calculate these measures differently than we do.

 

We compensate for the inherent limitations associated with using Adjusted EBITDA through disclosure of these limitations, presentation of our financial statements in accordance with GAAP and reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure, net loss attributable to common stockholders.

 

The following provides a reconciliation of net loss attributable to common stockholders to Adjusted EBITDA:

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

 

 

(unaudited)

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

Net loss attributable to common stockholders

 

$

(4,819

)

$

(3,815

)

$

(18,638

)

$

(12,997

)

Depreciation and amortization of property and equipment

 

10,033

 

7,335

 

27,899

 

19,650

 

Income tax expense

 

115

 

75

 

401

 

378

 

Amortization of intangible assets

 

943

 

959

 

2,709

 

2,812

 

Stock-based compensation expense

 

2,256

 

1,842

 

6,190

 

5,210

 

Non-controlling interests

 

(104

)

264

 

60

 

619

 

Interest and other expense (income), net

 

49

 

(11

)

50

 

(12

)

Adjusted EBITDA

 

$

8,473

 

$

6,649

 

$

18,671

 

$

15,660

 

 

Key Business Metrics

 

In addition to monitoring traditional financial measures, we also monitor our operating performance using key performance indicators. In our annual report on Form 10-K filed with the SEC on March 16, 2015, we updated our presentation of revenue sources to differentiate our individual users based on the nature of the users. Accordingly, we have disaggregated our subscribers between our retail and military users. We have also removed monthly churn, which was defined as the number of subscribers who canceled their subscriptions in a given month, expressed as a percentage of the average subscribers in that month, as a key performance indicator as we no longer view monthly churn as a key business metric.

 

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Table of Contents

 

There are four key metrics that we use to monitor results and activity in the business as follows:

 

Subscribers retail and subscribers military.   This metric represents the number of paying customers who are on a month-to-month subscription plan at a given period end.

 

Connects.   This metric shows how often individuals connect to our global Wi-Fi network in a given period. The connects include retail and wholesale customers in both customer pay locations and customer free locations where we are a paid service provider or receive sponsorship or promotion fees. We count each connect as a single connect regardless of how many times that individual accesses the network at a given venue during their 24 hour period. This measure is an indicator of paid activity throughout our network.

 

DAS nodes.   This metric represents the number of active DAS nodes as of the end of the period. A DAS node is a single communications endpoint, typically an antenna, which transmits or receives radio frequency signals wirelessly. This measure is an indicator of the reach of our DAS network.

 

Revenue

 

Our revenue consists of retail revenue, military revenue, wholesale revenue, and advertising and other revenue. In our annual report on Form 10-K filed with the SEC on March 16, 2015, we updated our presentation of revenue sources to provide increased visibility into the revenue streams that are the focus of our current and future operational and development efforts. Our retail revenue sources were previously differentiated based on our retail plan types—subscription or single-use. We believe that it would be more relevant to differentiate our individual users based on the nature of the users—retail users who purchase Internet access at our managed and operated hotspots and select partner locations or military users who purchase Internet access and/or IPTV services for individual use on U.S. military bases. We also previously combined our wholesale DAS and Wi-Fi revenues and we believe that it would be better to disaggregate these wholesale product revenues going forward by DAS and Wi-Fi given the current development of these products. As a result, we have also reclassified our revenues by primary revenue source for the three and nine months ended September 30, 2014 for comparability purposes.

 

Retail and military.   We generate revenue from sales to retail and military individuals of month-to-month network access subscriptions that automatically renew, primarily through charge card transactions. We also generate revenue from sales of hourly, daily or other single-use access to retail and military individuals primarily through charge card transactions.

 

DAS.   We generate revenue from telecom operator partners that pay us build-out fees and access fees for our DAS networks.

 

Wholesale Wi-Fi.   We generate revenue from wholesale Wi-Fi partners that license our software and pay usage-based or user-based monthly network access fees to allow their customers to access our global Wi-Fi network. Usage-based network access fees may be measured in minutes, connects, megabytes or gigabytes, and in most cases are subject to minimum volume commitments. Other wholesale Wi-Fi partners pay us monthly fees to provide a Wi-Fi infrastructure that we install, manage and operate at their venues for their customers under a service provider arrangement.

 

Advertising and other.   We generate revenue from advertisers that seek to reach visitors through our landing pages at our managed and operated network locations with online advertising, promotional and sponsored programs and at locations where we solely provide authorized access to a partner’s Wi-Fi network through sponsored access and promotional programs. In addition, we receive revenue from partners in certain venues where we manage and operate the Wi-Fi network.

 

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Table of Contents

 

Results of Operations

 

The following tables set forth our results of operations for the specified periods:

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

 

 

(unaudited)

 

 

 

(in thousands)

 

Consolidated Statement of Operations Data:

 

 

 

 

 

 

 

 

 

Revenue

 

$

37,186

 

$

30,822

 

$

100,855

 

$

85,670

 

Costs and operating expenses:

 

 

 

 

 

 

 

 

 

Network access

 

17,517

 

15,058

 

47,151

 

41,230

 

Network operations

 

8,219

 

6,245

 

24,160

 

17,862

 

Development and technology

 

5,001

 

3,965

 

13,978

 

10,805

 

Selling and marketing

 

4,793

 

3,778

 

13,990

 

11,629

 

General and administrative

 

5,472

 

4,304

 

16,994

 

13,344

 

Amortization of intangible assets

 

943

 

959

 

2,709

 

2,812

 

Total costs and operating expenses

 

41,945

 

34,309

 

118,982

 

97,682

 

Loss from operations

 

(4,759

)

(3,487

)

(18,127

)

(12,012

)

Interest and other (expense) income, net

 

(49

)

11

 

(50

)

12

 

Loss before income taxes

 

(4,808

)

(3,476

)

(18,177

)

(12,000

)

Income tax expense

 

115

 

75

 

401

 

378

 

Net loss

 

(4,923

)

(3,551

)

(18,578

)

(12,378

)

Net (loss) income attributable to non-controlling interests

 

(104

)

264

 

60

 

619

 

Net loss attributable to common stockholders

 

$

(4,819

)

$

(3,815

)

$

(18,638

)

$

(12,997

)

 

Depreciation and amortization expense included in costs and operating expenses:

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

 

 

(unaudited)

 

 

 

(in thousands)

 

Network access

 

$

6,277

 

$

5,027

 

$

17,264

 

$

13,400

 

Network operations

 

2,087

 

1,370

 

5,916

 

3,739

 

Development and technology

 

1,377

 

852

 

3,887

 

2,331

 

General and administrative

 

292

 

86

 

832

 

180

 

Total (1)

 

$

10,033

 

$

7,335

 

$

27,899

 

$

19,650

 

 


(1)          The $2.7 million and $8.2 million increase in depreciation and amortization expense for property and equipment for the three and nine months ended September 30, 2015, as compared to the three and nine months ended September 30, 2014, respectively, is primarily a result of our increased fixed assets from our DAS build-out projects, Wi-Fi networks, and software development in 2014 and 2015.

 

Stock-based compensation expense included in costs and operating expenses:

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

 

 

(unaudited)

 

 

 

(in thousands)

 

Network operations

 

$

336

 

$

344

 

$

1,095

 

$

983

 

Development and technology

 

319

 

118

 

546

 

378

 

Selling and marketing

 

600

 

396

 

1,769

 

1,132

 

General and administrative

 

1,001

 

984

 

2,780

 

2,717

 

Total (2)

 

$

2,256

 

$

1,842

 

$

6,190

 

$

5,210

 

 


(2)          The $0.4 million and $1.0 million increase in stock-based compensation expense for the three and nine months ended September 30, 2015, as compared to the three and nine months ended September 30, 2014, is due primarily to additional stock-based compensation expense related to the restricted stock units (“RSU”) granted in 2014 and 2015. During the three and nine months ended September 30, 2015, we capitalized $0.2 million and $0.6 million, respectively, of stock-based compensation expense. During the three and nine months ended September 30, 2014, we capitalized $0.1 million and $0.3 million, respectively, of stock-based compensation expense.

 

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Table of Contents

 

The following table sets forth our results of operations for the specified periods as a percentage of our revenue for those periods.

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

 

 

(unaudited)

 

 

 

(as a percentage of revenue)

 

Consolidated Statement of Operations Data:

 

 

 

 

 

 

 

 

 

Revenue

 

100.0

%

100.0

%

100.0

%

100.0

%

Costs and operating expenses:

 

 

 

 

 

 

 

 

 

Network access

 

47.1

 

48.9

 

46.8

 

48.1

 

Network operations

 

22.1

 

20.3

 

24.0

 

20.8

 

Development and technology

 

13.4

 

12.9

 

13.9

 

12.6

 

Selling and marketing

 

12.9

 

12.3

 

13.9

 

13.6

 

General and administrative

 

14.7

 

14.0

 

16.8

 

15.6

 

Amortization of intangible assets

 

2.5

 

3.1

 

2.7

 

3.3

 

Total costs and operating expenses

 

112.8

 

111.3

 

118.0

 

114.0

 

Loss from operations

 

(12.8

)

(11.3

)

(18.0

)

(14.0

)

Interest and other (expense) income, net

 

(0.1

)

0.0

 

(0.0

)

0.0

 

Loss before income taxes

 

(12.9

)

(11.3

)

(18.0

)

(14.0

)

Income tax expense

 

0.3

 

0.2

 

0.4

 

0.4

 

Net loss

 

(13.2

)

(11.5

)

(18.4

)

(14.4

)

Net (loss) income attributable to non-controlling interests

 

(0.3

)

0.9

 

0.1

 

0.7

 

Net loss attributable to common stockholders

 

(13.0

)%

(12.4

)%

(18.5

)%

(15.2

)%

 

Three Months ended September 30, 2015 and 2014

 

Revenue

 

 

 

Three Months Ended September 30,

 

 

 

2015

 

2014

 

Change

 

% Change

 

 

 

(unaudited)

 

 

 

(in thousands, except percentages)

 

Revenue:

 

 

 

 

 

 

 

 

 

Retail

 

$

7,754

 

$

10,144

 

$

(2,390

)

(23.6

)%

DAS

 

13,142

 

10,429

 

2,713

 

26.0

%

Wholesale—Wi-Fi

 

5,454

 

4,709

 

745

 

15.8

%

Military

 

5,257

 

943

 

4,314

 

457.5

%

Advertising and other

 

5,579

 

4,597

 

982

 

21.4

%

Total revenue

 

$

37,186

 

$

30,822

 

$

6,364

 

20.6

%

 

 

 

 

 

 

 

 

 

 

Key business metrics:

 

 

 

 

 

 

 

 

 

Subscribers—retail

 

212

 

279

 

(67

)

(24.0

)%

Subscribers—military

 

46

 

7

 

39

 

*

 

Connects

 

27,792

 

21,902

 

5,890

 

26.9

%

DAS nodes

 

10.3

 

8.1

 

2.2

 

27.2

%

 


*                  Calculation of percentage change is not meaningful.

 

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Table of Contents

 

Retail.   Retail revenue decreased $2.4 million, or 23.6%, for the three months ended September 30, 2015, as compared to the three months ended September 30, 2014, primarily due to a $1.9 million decrease in retail subscriber revenue, which was driven primarily by the decrease in retail subscribers. The remaining decrease is due to a $0.5 million decrease in retail single-use revenue.

 

DAS.   DAS revenue increased $2.7 million, or 26.0%, for the three months ended September 30, 2015, as compared to the three months ended September 30, 2014, due to a $2.0 million increase from new build-out projects in our managed and operated locations, which includes a $0.9 million short-term build-out project that included the sale of equipment that was completed during 2015, and a $0.7 million increase in access fees from our telecom operators. The increase in access fees resulted primarily from the new build-out projects that were completed and $0.4 million of one-time fees that were paid for early termination rights.

 

Wholesale Wi-Fi.   Wholesale Wi-Fi revenue increased $0.7 million, or 15.8% for the three months ended September 30, 2015, as compared to the three months ended September 30, 2014, primarily due to a $1.5 million increase in partner usage based fees, which was partially offset by a $0.7 million decrease in Wi-Fi build-out revenues related to a project that was completed during the three months ended September 30, 2014.

 

Military.   Military retail revenue increased $4.3 million, or 457.5%, for the three months ended September 30, 2015, as compared to the three months ended September 30, 2014, primarily due to the increase in retail subscribers resulting from our build-out of Wi-Fi networks at military bases across the U.S.

 

Advertising and other.   Advertising and other revenue increased $1.0 million, or 21.4%, for the three months ended September 30, 2015, as compared to the three months ended September 30, 2014 primarily due to a $1.0 million increase in advertising sales at our managed and operated locations.

 

Costs and Operating Expenses

 

 

 

Three Months Ended September 30,

 

 

 

2015

 

2014

 

Change

 

% Change

 

 

 

(unaudited)

 

 

 

(in thousands, except percentages)

 

Costs and operating expenses:

 

 

 

 

 

 

 

 

 

Network access

 

$

17,517

 

$

15,058

 

$

2,459

 

16.3

%

Network operations

 

8,219

 

6,245

 

1,974

 

31.6

%

Development and technology

 

5,001

 

3,965

 

1,036

 

26.1

%

Selling and marketing

 

4,793

 

3,778

 

1,015

 

26.9

%

General and administrative

 

5,472

 

4,304

 

1,168

 

27.1

%

Amortization of intangible assets

 

943

 

959

 

(16

)

(1.7

)%

Total costs and operating expenses

 

$

41,945

 

$

34,309

 

$

7,636

 

22.3

%

 

Network access . Network access costs increased $2.5 million, or 16.3%, for the three months ended September 30, 2015, as compared to the three months ended September 30, 2014. The increase is primarily due to a $1.2 million increase in depreciation expense and a $1.3 million increase in bandwidth and other direct costs, which is inclusive of a $0.5 million increase in costs directly related to our short-term DAS and Wi-Fi build-out projects.

 

Network operations. Network operations expenses increased $2.0 million, or 31.6%, for the three months ended September 30, 2015, as compared to the three months ended September 30, 2014, due primarily to a $0.7 million increase in depreciation expense, $0.6 million increase in personnel related expenses resulting from increased headcount, a $0.2 million increase in call center costs, and a $0.2 million increase in network maintenance and connectivity expenses.

 

Development and technology. Development and technology expenses increased $1.0 million, or 26.1%, for the three months ended September 30, 2015, as compared to the three months ended September 30, 2014, due to a $0.8 million increase in personnel related expenses resulting from increased headcount and a $0.5 million increase in depreciation expense. Increases were partially offset by a $0.3 million decrease in other operating expenses.

 

Selling and marketing. Selling and marketing expenses increased $1.0 million, or 26.9%, for the three months ended September 30, 2015, as compared to the three months ended September 30, 2014, due to a $0.7 million increase in personnel related expenses resulting from increased headcount and a $0.3 million increase in other marketing expenses.

 

General and administrative.   General and administrative expenses increased $1.2 million, or 27.1%, for the three months ended September 30, 2015, as compared to the three months ended September 30, 2014, due to a $0.3 million increase in personnel related expenses resulting from increased headcount, a $0.2 million increase in depreciation expense, a $0.2 million increase in professional fees and a $0.5 million increase in other operating expense.

 

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Table of Contents

 

Amortization of intangible assets.   Amortization of intangible assets expense remained essentially unchanged for the three months ended September 30, 2015, as compared to the three months ended September 30, 2014.

 

Interest and Other (Expense) Income, Net

 

Interest and other (expense) income, net, remained relatively consistent for the three months ended September 30, 2015, as compared to the three months ended September 30, 2014. During the three months ended September 30, 2015, we incurred and capitalized $ 0.2 million of interest expense related to our Credit Facility.

 

Income Tax Expense

 

We had income tax expense of $ 0.1 million for the three months ended September 30, 2015 and September 30, 2014, respectively. Our effective tax rate remained relatively consistent for the three months ended September 30, 2015, as compared to the three months ended September 30, 2014.

 

Non-controlling Interests

 

Non-controlling interests decreased $0.4 million for the three months ended September 30, 2015, as compared to the three months ended September 30, 2014, primarily as a result of the net losses generated by our subsidiaries.

 

Net Loss Attributable to Common Stockholders

 

Our net loss for the three months ended September 30, 2015 increased as compared to the three months ended September 30, 2014, primarily as a result of the $ 7.6 million increase in costs and operating expenses, which was partially offset by the $6.4 million increase in revenues and the $0.4 million increase in net losses attributable to non-controlling interests. Our diluted net loss per share increased primarily as a result of the increase in our net loss.

 

Adjusted EBITDA

 

Adjusted EBITDA was $ 8.5 million for the three months ended September 30, 2015, an increase of 27.4% from $6.6 million recorded in the three months ended September 30, 2014. As a percent of revenue, Adjusted EBITDA was 22.8% for the three months ended September 30, 2015, up from 21.6% of revenue for the three months ended September 30, 2014. The Adjusted EBITDA increase was due primarily to the $2.7 million increase in depreciation and amortization expense and the $0.4 million increase in stock-based compensation expenses. The increases were partially offset by the $1.0 million increase in our net loss attributable to common stockholders and the $0.4 million decrease in non-controlling interests for the three months ended September 30, 2015 compared to the three months ended September 30, 2014.

 

Nine Months ended September 30, 2015 and 2014

 

Revenue

 

 

 

Nine Months Ended September 30,

 

 

 

2015

 

2014

 

Change

 

% Change

 

 

 

(unaudited)

 

 

 

(in thousands, except churn data)

 

Revenue:

 

 

 

 

 

 

 

 

 

Retail

 

$

24,608

 

$

30,865

 

$

(6,257

)

(20.3

)%

DAS

 

34,863

 

27,656

 

7,207

 

26.1

%

Wholesale—Wi-Fi

 

15,096

 

11,477

 

3,619

 

31.5

%

Military

 

13,003

 

2,043

 

10,960

 

536.5

%

Advertising and other

 

13,285

 

13,629

 

(344

)

(2.5

)%

Total revenue

 

$

100,855

 

$

85,670

 

$

15,185

 

17.7

%

 

 

 

 

 

 

 

 

 

 

Key business metrics:

 

 

 

 

 

 

 

 

 

Subscribers—retail

 

212

 

279

 

(67

)

(24.0

)%

Subscribers—military

 

46

 

7

 

39

 

*

 

Connects

 

76,416

 

59,694

 

16,722

 

28.0

%

DAS nodes

 

10.3

 

8.1

 

2.2

 

27.2

%

 


*                  Calculation of percentage change is not meaningful.

 

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Table of Contents

 

Retail.   Retail revenue decreased $6.3 million, or 20.3%, for the nine months ended September 30, 2015, as compared to the nine months ended September 30, 2014, primarily due to a $4.7 million decrease in retail subscriber revenue, which was driven primarily by the decrease in retail subscribers in 2015 compared to 2014. The remaining decrease is due to a $1.6 million decrease in retail single-use revenue.

 

DAS.   DAS revenue increased $7.2 million, or 26.1%, for the nine months ended September 30, 2015, as compared to the nine months ended September 30, 2014, due to a $5.0 million increase from new build-out projects in our managed and operated locations, which includes a $0.9 million short-term build-out project that included the sale of equipment that was completed during 2015, and a $2.2 million increase in access fees from our telecom operators. The increase in access fees resulted primarily from the new build-out projects that were completed and $0.4 million of one-time fees that were paid for early termination rights.

 

Wholesale Wi-Fi.   Wholesale Wi-Fi revenue increased $3.6 million, or 31.5%, for the nine months ended September 30, 2015, as compared to the nine months ended September 30, 2014, primarily due to a $4.4 million increase in partner usage based fees, which was partially offset by a $0.7 million decrease in Wi-Fi build-out revenues related to a project that was completed during the nine months ended September 30, 2014.

 

Military.   Military retail revenue increased $11.0 million, or 536.5%, for the nine months ended September 30, 2015, as compared to the nine months ended September 30, 2014, primarily due to the increase in retail subscribers resulting from our build-out of Wi-Fi networks at military bases across the U.S.

 

Advertising and other.   Advertising and other revenue decreased $0.3 million, or 2.5%, for the nine months ended September 30, 2015, as compared to the nine months ended September 30, 2014 primarily due to a $0.9 million decrease in advertising sales at our managed and operated locations, which was partially offset by a $0.6 million increase in revenues from other service agreements.

 

Costs and Operating Expenses

 

 

 

Nine Months Ended September 30,

 

 

 

2015

 

2014

 

Change

 

% Change

 

 

 

(unaudited)

 

 

 

(in thousands, except percentages)

 

Costs and operating expenses:

 

 

 

 

 

 

 

 

 

Network access

 

$

47,151

 

$

41,230

 

$

5,921

 

14.4

%

Network operations

 

24,160

 

17,862

 

6,298

 

35.3

%

Development and technology

 

13,978

 

10,805

 

3,173

 

29.4

%

Selling and marketing